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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report (Date of earliest event reported): October 22, 1998
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VENATOR GROUP, INC.
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(Exact name of registrant as specified in its charter)
New York No. 1-10299 13-3513936
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(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File Number) Identification No.)
233 Broadway, New York, New York 10279-0003
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:(212) 553-2000
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Item 2. Acquisition or Disposition of Assets.
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(a) On October 22, 1998, the Registrant completed the disposition of its
general merchandise operations in Germany and Austria. The disposition was made
pursuant to a Purchase Agreement ("Purchase Agreement"), dated as of September
20, 1998, among Retail Company of Germany, Inc., a subsidiary of the Registrant
("RCG"), the Registrant, Dr. Peter Wessels Vermogensverwaltungs GmbH and Dr.
Peter Wessels Beteiligungsverwaltungs GmbH (the "Purchasers"), whereby RCG, sold
all of the shares held by RCG in Deutsche Woolworth GmbH ("Woolworth Germany"),
Meyer Der Schuh Beteiligungs-GmbH and Co. KG and Krone Grundstucksgesellschaft
mbH in Germany, and in F. W. Woolworth Co. Ges. m.b.H. in Austria, to the
Purchasers. The Purchasers are newly formed corporations organized by Electra
Fleming, an investment firm based in London.
(b) The Registrant received gross cash consideration from the Purchasers of
DM 950 million. Of the amount, the Registrant expects to invest DM 15 million in
the Purchasers, which would represent less than 10 percent of the equity in the
Purchasers. The amount of the consideration received by the Registrant was
negotiated by the parties.
(c) Woolworth Germany will continue to lease two retail outlets to the
Registrant's subsidiary, Foot Locker Germany GmbH ("Foot Locker Germany").
Additionally, Woolworth Germany will continue to provide certain administrative
services for Foot Locker Germany until not later than January 31, 1999. The
Registrant will continue to provide to Woolworth Germany certain management
information systems services until not later than January 31, 1999, as well as
certain sourcing services, through its subsidiary, Venator Group Sourcing, Inc.,
until not later than September 30, 1999.
Item 7. Financial Statements and Exhibits.
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(b) Pro Forma Financial Information
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It is impracticable for the Registrant to file unaudited pro forma
financial information required by Item 7(b) of the Current Report on Form 8-K at
this time. The Registrant will file unaudited pro forma financial information
giving effect to the disposition of its general merchandise operations in
Germany and Austria for the year ended January 31, 1998 and as of and for the
six months ended August 1, 1998 as soon as practicable and in any event no later
than the date on which the Registrant is required to file such information
pursuant to Item 7(b)(2) of the Current Report on Form 8-K.
(c) Exhibits
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In accordance with the provisions of Item 601 of Regulation S-K, an index
of exhibits is included in this Form 8-K on page 4.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned being hereunto duly authorized.
VENATOR GROUP, INC.
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(Registrant)
Date: November 6, 1998 BY: /s/ Reid Johnson
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Reid Johnson
Senior Vice President and
Chief Financial Officer
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VENATOR GROUP, INC.
INDEX OF EXHIBITS
FURNISHED IN ACCORDANCE
WITH THE PROVISIONS OF
ITEM 601 OF REGULATION S-K
Exhibit No. in Item 601
of Regulation S-K Description
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2 Purchase Agreement dated as of September 20,1998 among
Retail Company of Germany, Inc., the Registrant, Dr.
Peter Wessels Vermogensverwaltungs GmbH and Dr. Peter
Wessels Beteiligungsverwaltungs GmbH. Pursuant to Item
601 of Regulation S-K, the Registrant agrees to furnish
supplementally to the Commission upon request a copy of
the disclosure schedules to the Purchase Agreement.
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