June 17, 1999
<PAGE> REVISED PRELIMINARY COPY, SUBJECT TO
COMPLETION, DATED JUNE 17, 1999
PROXY STATEMENT
OF GREENWAY PARTNERS, L.P.
IN CONNECTION WITH THE
1999 ANNUAL MEETING OF SHAREHOLDERS
OF VENATOR GROUP, INC.
This Proxy Statement is being furnished to shareholders of
Venator Group, Inc. (the "Company") in connection with a solicitation by
Greenway Partners, L.P. ("Greenway") and the other participants described below
under "Certain Information Concerning Greenway and the other Participants in the
Solicitation." Greenway and its affiliates ("we" or the "Greenway Group")
collectively constitute the Company's largest holders of shares of common stock,
par value $.01 per share ("Common Stock"). The Greenway Group owns, in the
aggregate, 14.3% of the Company's outstanding shares of Common Stock. This Proxy
Statement is for use at the 1999 Annual Meeting of Shareholders of the Company
and at any adjournments thereof (the "1999 Annual Meeting"). The Company has
announced that the 1999 Annual Meeting will be held on Friday, July 16, 1999, at
1:00 p.m., local time, at the headquarters of the Company's Champs Sports
Division located at 311 Manatee Avenue West, Bradenton, Florida 34205, and that
the record date for shareholders entitled to vote at the 1999 Annual Meeting is
June 7, 1999. Only shareholders of record at the close of business on such date
will be entitled to notice of and to vote at the 1999 Annual Meeting.
You are urged to sign and date the enclosed GREEN proxy card
and return it in the enclosed envelope whether or not you attend the meeting. A
shareholder may revoke any proxy (whether such proxy was solicited by Greenway
or the Company) at any time prior to its use by submitting to Greenway or the
Company a written revocation or duly executed proxy bearing a later date. In
addition, any shareholder who attends the meeting in person may vote by ballot
at the 1999 Annual Meeting thereby cancelling any proxy previously given.
Proxies may be delivered to Greenway, by hand at 277 Park Avenue, New York, New
York 10172 or by mail at P.O. Box 4292, Grand Central Station, New York, New
York 10163 or to the Secretary of the Company at its principal executive offices
at 233 Broadway, New York, New York 10279.
This Proxy Statement is first being sent or given to one or
more shareholders on or about June [ ], 1999. The Company has reported in its
proxy statement relating to the 1999 Annual Meeting (the "Company's 1999 Proxy
Statement") that, as of June 7, 1999, the record date for such meeting, the
Company's outstanding voting securities consisted of 137,363,467 shares of
Common Stock and, unless otherwise indicated, references herein to the
percentage of outstanding shares of Common Stock owned by any person were
computed based upon such number of outstanding shares. Each share of Common
Stock is entitled to one vote. <PAGE>
The Proxy Statement and a form of proxy will be delivered to
holders of at least the percentage of the Company's Common Stock required under
applicable law to carry the Proposals (as hereinafter defined). See "Vote
Required."
YOUR VOTE AT THIS YEAR'S ANNUAL MEETING IS ESPECIALLY
IMPORTANT. PLEASE SIGN AND DATE THE ENCLOSED GREEN PROXY CARD AND RETURN IT IN
THE ENCLOSED ENVELOPE PROMPTLY.
IMPORTANT: If your shares of the Company's stock are held in
the name of a brokerage firm, bank, nominee or other institution, only it can
sign a GREEN proxy card with respect to your shares and only upon specific
instructions from you. Please contact the person responsible for your account
and give instructions for a GREEN proxy card to be signed representing your
shares of the Company's stock. We urge you to confirm in writing your
instructions to the person responsible for your account and to provide a copy of
such instructions to Greenway's proxy solicitor, Garland Associates, Inc.
("Garland") at the address indicated below so that Garland can attempt to ensure
that your instructions are followed.
If you have any questions about executing your proxy or
require assistance, please contact:
GARLAND ASSOCIATES, INC.
Call: (212) 866-0095 |
