June 15, 1999
Dear Shareholder:
We are pleased to invite you to attend the 1999 annual meeting of
shareholders of Venator Group, Inc., which will be held on Friday, July 16,
1999, at 1:00 P.M., local time, at the headquarters of our Champs Sports
division located at 311 Manatee Avenue West, Bradenton, Florida 34205.
The items to be considered and voted on at the meeting are described in the
notice of the 1999 annual meeting of shareholders and proxy statement
accompanying this letter.
We understand that you may receive proxy soliciting materials from Greenway
Partners, L.P. ("Greenway") in connection with items Greenway intends to present
at the meeting. These items are a slate of directors chosen by Greenway and
proposals relating to a change of the Company's name and the Company's
Shareholder Rights Plan. The Board of Directors believes that these proposals
are not in the best interests of the Company and its shareholders and urges you
to vote against these proposals.
If you plan to attend the annual meeting, please mark the appropriate box
on the enclosed WHITE proxy card and return your completed WHITE proxy card
promptly so we can mail an admission ticket to you. If your shares are not
registered in your own name and you would like to attend the meeting, please ask
the broker, trust, bank or other nominee that holds the shares to provide you
with evidence of your share ownership, as of the record date, in order to be
admitted to the meeting. Attendance at the meeting will be limited to
shareholders as of the record date (or authorized representatives) having an
admission ticket or evidence of their share ownership, and guests of the
Company.
YOUR VOTE IS IMPORTANT. WE ENCOURAGE YOU TO VOTE YOUR SHARES AS SOON AS
POSSIBLE. IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN VOTING YOUR SHARES,
PLEASE CALL OUR PROXY SOLICITOR, INNISFREE M&A INCORPORATED, TOLL FREE AT
1-888-750-5834.
SINCERELY,
/s/ Roger N. Farah /s/ Dale W. Hilpert
ROGER N. FARAH DALE W. HILPERT
Chairman of the Board and President and
Chief Executive Officer Chief Operating Officer
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