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Non-Tech : Woolworth -- Ignore unavailable to you. Want to Upgrade?

To: Duker who wrote (144)	6/17/1999 10:35:00 AM
From: agent99	Read Replies (2) \| Respond to of 179

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