SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): March 11, 1998
WOOLWORTH CORPORATION
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(Exact name of registrant as specified in its charter)
NEW YORK 1-10299 13-3513936
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(State or other (Commission File (I.R.S. Employer
jurisdiction of Number Identification
incorporation Number)
233 Broadway
New York, New York 10279
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(Address of principal executive offices) (Zip Code)
(212) 553-2000
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events.
On March 11, 1998, the Board of Directors of Woolworth Corporation
(the "Company") adopted a shareholder rights plan substantially similar to
the Company's current rights plan, which expires on April 14, 1998.
Pursuant to the new Rights Agreement between the Company and First Chicago
Trust Company of New York, as Rights Agent (the "1998 Rights Agreement"),
one Right will be issued for each outstanding share of common stock, par
value $.01 per share, of the Company simultaneously with the expiration of
the existing rights on April 14, 1998. Each of the new Rights will entitle
the registered holder to purchase from the Company one two-hundredth of a
share of Series B Participating Preferred Stock, par value $1.00 per share,
at a price of $100.00 per one two-hundredth of a share. The new Rights are
redeemable under certain circumstances at $.01 per Right and will expire,
unless earlier redeemed, on April 14, 2008 or such later date as may be
established pursuant to the 1998 Rights Agreement.
The description and terms of the new Rights are set forth in the 1998
Rights Agreement, a copy of which is filed herewith and is incorporated
herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
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4 Rights Agreement, dated as of March 11, 1998, between
Woolworth Corporation and First Chicago Trust Company of New
York, which includes as Exhibit A, the Form of Rights
Certificate.
SIGNATURES
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, thereunto duly authorized.
WOOLWORTH CORPORATION
(Registrant)
By: /s/ Gary M. Bahler
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Gary M. Bahler
Vice President, General
Counsel and Secretary
Dated: March 27, 1998
INDEX TO EXHIBITS
Exhibit No. Description Page No.
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4 Rights Agreement, dated as of March 11, 1998, 6
between Woolworth Corporation and First
Chicago Trust Company of New York, which
includes as Exhibit A, the Form of Rights
Certificate.