1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED FEBRUARY 3, 2001
COMMISSION FILE NUMBER 1-10299
VENATOR GROUP, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK 13-3513936
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
112 WEST 34TH STREET, NEW YORK, NEW YORK 10120
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212) 720-3700
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
COMMON STOCK, PAR VALUE $.01 NEW YORK STOCK EXCHANGE
PREFERRED STOCK PURCHASE RIGHTS NEW YORK STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: NONE
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X NO
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. X
See pages 11 through 14 for Index of Exhibits.
Number of shares of Common Stock outstanding at April 16, 2001:
138,586,953
Aggregate market value of voting stock held by non-affiliates at April
16, 2001: 1,391,458,941*
* For purposes of this calculation only (a) all directors plus one
executive officer and owners of five percent or more of the Registrant
are deemed to be affiliates of the Registrant and (b) shares deemed to
be "held" by such persons at April 16, 2001, include only outstanding
shares of the Registrant's voting stock with respect to which such
persons had, on such date, voting or investment power.
DOCUMENTS INCORPORATED BY REFERENCE
1. The Registrant's Annual Report to Shareholders, pages 18 to 48 (the
"Annual Report") for the fiscal year ended February 3, 2001: Parts I,
II and III.
2. The Registrant's definitive Proxy Statement (the "Proxy Statement") to
be filed in connection with the 2001 annual meeting of shareholders:
Part III.
2
TABLE OF CONTENTS
PAGE
----
PART I
Item 1. Business 1
Item 2. Properties 4
Item 3. Legal Proceedings 4
Item 4. Submission of Matters to a Vote of Security Holders 4
PART II
Item 5. Market for the Registrant's Common Equity
and Related Stockholder Matters 5
Item 6. Selected Financial Data 5
Item 7. Management's Discussion and Analysis of
Financial Condition and Results of Operations 5
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 6
Item 8. Consolidated Financial Statements and Supplementary Data 7
Item 9. Changes in and Disagreements with Accountants on
Accounting and Financial Disclosure 7
PART III
Item 10. Directors and Executive Officers of the Registrant 7
Item 11. Executive Compensation 7
Item 12. Security Ownership of Certain Beneficial Owners and Management 7
Item 13. Certain Relationships and Related Transactions 7
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K 8
3
PART I
ITEM 1. BUSINESS
GENERAL
Venator Group, Inc. (the "Registrant"), incorporated under the laws of
the State of New York in 1989, is a leading global retailer operating 3,752
primarily mall-based stores in North America, Europe and Australia. Since the
Registrant's establishment in 1879, the Registrant has evolved from a company
with a strong heritage in general merchandise retailing into a specialty
retailer, principally of athletic footwear and apparel. The Registrant now
operates one business segment, the Global Athletic Group. In 2000, the
Registrant discontinued its Northern Group segment, and accordingly, prior year
financial information has been restated. The Global Athletic Group operates
retail stores, whose formats include Foot Locker, Lady Foot Locker, Kids Foot
Locker and Champs Sports, and also includes the Registrant's Footlocker.com
subsidiary, which sells directly to customers through its affiliates. The
remaining businesses included in the "All Other" category were either disposed
or held for disposal as of February 3, 2001. The following table indicates the
sales and percent of total sales generated by each of the businesses in 2000:
Business Sales Percent of Total Sales
-------- ----- ----------------------
($ in millions)
Global Athletic Group:
Retail Stores $ 3,954 91%
Direct to Customers 279 6
-------- -----
4,233 97
All Other 123 3
------ -----
Total $ 4,356 100%
====== =====
The financial information concerning industry segments required by Item
101(b) of Regulation S-K is set forth on page 38 of the Registrant's Annual
Report to Shareholders ("Annual Report") for the fiscal year ended February 3,
2001 and is incorporated herein by reference.
AT JANUARY 29, CLOSED/ AT FEBRUARY 3,
STORE PROFILE 2000 OPENED DISPOSED 2001
------------- ------------- ------ -------- --------------
Foot Locker 1,994 25 83 1,936
Lady Foot Locker 690 2 30 662
Kids Foot Locker 403 1 6 398
Foot Locker Outlets 7 -- 7 --
Champs Sports 616 -- 30 586
----- -- --- -----
TOTAL GLOBAL ATHLETIC GROUP 3,710 28 156 3,582
----- -- --- -----
The San Francisco Music Box Company 162 2 10 154
Randy River 60 -- 60 --
Food Services 21 -- 5 16
----- -- --- -----
TOTAL ALL OTHER 243 2 75 170
----- -- --- -----
TOTAL CONTINUING OPERATIONS 3,953 30 231 3,752
----- -- --- -----
DISCONTINUED OPERATIONS (a) 921 11 238 694
----- -- --- -----
TOTAL 4,874 41 469 4,446
===== == === =====
(a) Discontinued operations represents the Northern Group.
The service marks and trademarks appearing on this page and elsewhere in this
report (except for Burger King and NFL) are owned by Venator Group, Inc. or its
subsidiaries.
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Global Athletic Group
The Global Athletic Group operates 3,582 stores in North America, Europe
and Australia under the Foot Locker format, in the United States under the Lady
Foot Locker and Kids Foot Locker formats and in North America under the Champs
Sports format. In addition to retail stores, the Global Athletic Group includes
the Registrant's Footlocker.com subsidiary, which sells, through its affiliates,
to customers via catalogs and Internet websites. The Registrant believes that
its portfolio strategy is unique in the athletic industry, with specialized
retail formats and Internet websites targeted specifically to the men's, women's
and children's segments of the market, allowing the Registrant to tailor their
merchandise and service offerings more effectively to its target customers.
The following is a brief description of the Global Athletic Group's key
operating businesses:
Retail Stores
Foot Locker - Foot Locker is a leading global athletic footwear
and apparel retailer. Its stores offer the latest in athletic-inspired
technical and performance products, manufactured primarily by the
leading athletic brands. Foot Locker offers products for a wide variety
of activities including running, basketball, hiking, tennis, aerobics,
fitness, baseball, football and soccer. Its 1,936 stores are located in
14 countries including 1,453 in the United States and Puerto Rico, 129
in Canada, 289 in Europe and 65 in Australia. The domestic stores have
an average of 2,300 selling square feet and the international stores
have an average of 1,600 selling square feet.
Lady Foot Locker - Lady Foot Locker is a leading U.S. retailer of
athletic footwear, apparel and accessories for women. Its stores carry
all major athletic footwear and apparel brands, as well as casual wear
and an assortment of proprietary merchandise designed for a variety of
activities, including running, basketball, walking and fitness. Its 662
stores are located in the United States and Puerto Rico and have an
average of 1,300 selling square feet.
Kids Foot Locker - Kids Foot Locker is a national children's
athletic retailer that offers the largest selection of brand-name
athletic footwear, apparel and accessories for infants, boys and girls,
primarily on an exclusive basis. Its stores feature an entertaining
environment geared to both parents and children. Its 398 stores are
located in the United States and Puerto Rico and have an average of
1,400 selling square feet.
Champs Sports - Champs Sports is, after Foot Locker, the second
largest mall-based sporting goods retailer, selling both branded and
private label sporting goods. Its product categories include athletic
footwear, apparel and accessories, and a focused assortment of
equipment. This combination allows Champs Sports to differentiate itself
from other mall-based stores by presenting complete product assortments
in a select number of sporting activities. Its 586 stores are located
throughout the United States and Canada. The Champs Sports stores have
an average of 4,000 selling square feet.
Direct to Customers
Footlocker.com - Footlocker.com, Inc., sells, through its
affiliates, directly to customers through catalogs and its Internet
websites. Eastbay, Inc., one of its affiliates, is one of the largest
direct marketers of athletic footwear, apparel, equipment and licensed
private-label merchandise in the United States and provides the
Registrant's six full-service e-commerce sites access to an integrated
fulfillment and distribution system. The Registrant has an agreement in
place with the National Football League as its official catalog and
e-commerce retailer, which includes managing the NFL catalog and
e-commerce businesses. Footlocker.com designs, merchandises and fulfills
the NFL's official catalog (NFL Shop) and the e-commerce site linked to
www.NFL.com.
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INFORMATION REGARDING BUSINESS SEGMENTS AND GEOGRAPHIC AREAS
For information regarding sales, operating results and identifiable
assets of the Registrant by business segment and by geographic area as required
by Item 101(d) of Regulation S-K, refer to footnote 7 to the Consolidated
Financial Statements on page 38 of the Annual Report. For additional information
on format descriptions, refer to Management's Discussion and Analysis of
Financial Condition and Results of Operations on pages 21 and 22 of the Annual
Report, which is incorporated herein by reference.
EMPLOYEES
The Registrant and its consolidated subsidiaries had 16,846 full-time
and 31,969 part-time employees at February 3, 2001. The Registrant considers
employee relations to be satisfactory.
COMPETITION
The retailing business is highly competitive. Competition is based upon
such factors as price, quality, selection of merchandise, reputation, store
location, advertising and customer service.
MERCHANDISE PURCHASES
The Registrant and its consolidated subsidiaries purchase merchandise
from hundreds of vendors worldwide. The Registrant purchased approximately 49
percent of its 2000 merchandise from one major vendor and approximately 71
percent from its top five vendors. The Registrant considers vendor relations to
be satisfactory.
The Registrant's policy is to maintain sufficient quantities of
inventory on hand in its retail stores and distribution centers so that it can
offer customers a full selection of current merchandise. The Registrant
emphasizes turnover and takes markdowns where required to keep merchandise fresh
and current with trends.
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ITEM 2. PROPERTIES
The properties of the Registrant and its consolidated subsidiaries
consist of land, leased and owned stores, factories and administrative and
distribution facilities. Total selling area at the end of the year was
approximately 8.1 million square feet, of which approximately 7.9 million square
feet pertained to the Global Athletic Group segment. These properties are
primarily located in the United States, Canada and Europe.
During the year, the Registrant operated five distribution centers, of
which two were owned and three were leased, occupying an aggregate of 2.04
million square feet. The Registrant expects to operate three distribution
centers in 2001 to service its ongoing operations, two of which are located in
the United States, and one in Europe. Each of the distribution centers serves
major regions. The Registrant also has three additional distribution centers
that were leased and sublet, occupying 1.1 million square feet.
Refer to footnote 10 on page 39 of the Annual Report for additional
information regarding the Registrant's and its consolidated subsidiaries'
properties.
ITEM 3. LEGAL PROCEEDINGS
The only legal proceedings pending against the Registrant or its
consolidated subsidiaries consist of ordinary, routine litigation, including
administrative proceedings, incident to the businesses of the Registrant, as
well as litigation incident to the sale and disposition of businesses that have
occurred in the past several years. Management does not believe that the outcome
of such proceedings will have a material effect on the Registrant's consolidated
financial position, liquidity, or results of operations.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
There were no matters submitted to a vote of security holders during the
fourth quarter of the year ended February 3, 2001.
EXECUTIVE OFFICERS OF THE REGISTRANT
Information with respect to Executive Officers of the Registrant, as of
April 16, 2001, is set forth below:
Chairman of the Board and Director J. Carter Bacot
President and Chief Executive Officer and Director Matthew D. Serra
Senior Vice President, General Counsel and Secretary Gary M. Bahler
Senior Vice President--Real Estate Jeffrey L. Berk
Senior Vice President--Human Resources and Logistics Dennis M. Lee
Senior Vice President and Chief Financial Officer Bruce L. Hartman
Vice President and Treasurer John H. Cannon
Vice President and Chief Accounting Officer Robert W. McHugh
J. Carter Bacot, age 68, has served as the non-executive Chairman of the
Board since March 4, 2001 and as a director of the Registrant since 1993. He was
Chairman of the Board of The Bank of New York Company, Inc. (bank holding
company) and The Bank of New York, its wholly owned subsidiary, from 1982 to
February 7, 1998, and Chief Executive Officer of The Bank of New York Company,
Inc. and The Bank of New York from 1982 to July 1, 1997.
Matthew D. Serra, age 56, has served as President since April 12, 2000
and Chief Executive Officer since March 4, 2001. He served as Chief Operating
Officer from February 2000 to March 3, 2001 and as President and Chief Executive
Officer of Foot Locker Worldwide from September 1998 to February 2000. He
previously served as Chairman and Chief Executive Officer of Sterns, a division
of Federated Department Stores, Inc., from March 1993 to September 1998.
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Gary M. Bahler, age 49, has served as Senior Vice President since August
1998, General Counsel since February 1993 and Secretary since February 1990. He
served as Vice President from February 1993 to August 1998.
Jeffrey L. Berk, age 45, has served as Senior Vice President-Real Estate
since February 2000 and President of Venator Group Realty, North America from
January 1997 to February 2000. He previously served as Vice President-Real
Estate for Barnes & Noble, Inc. since 1994.
Dennis M. Lee, age 51, has served as Senior Vice President-Human
Resources and Logistics since August 9, 2000. He joined the Registrant in July
1999 as the Senior Vice President-Human Resources. He previously served as
Executive Vice President-Human Resources and Merchandise Distribution and
Replenishment of Caldor Corp. ("Caldor"), a retail company, from October 1995 to
January 1999. He also served as Senior Vice President-Human Resources of Caldor
from 1988 to 1995.
Bruce L. Hartman, age 47, has served as Senior Vice President and Chief
Financial Officer since February 1999. Mr. Hartman served as Vice
President-Corporate Shared Services from September 1998 to February 1999 and as
Vice President and Controller from November 1996 to September 1998. He served as
the Chief Financial Officer of various divisions of the May Department Stores
Company from March 1993 to October 1996.
John H. Cannon, age 59, has served as Vice President and Treasurer since
October 1983.
Robert W. McHugh, age 42, has served as Vice President and Chief
Accounting Officer since January 2000 and Vice President-Taxation from November
1997 to January 2000. He previously served as a partner at KPMG LLP from July
1990 to October 1997.
There are no family relationships among the executive officers or
directors of the Registrant.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS
Information related to the market for the Registrant's common stock on
pages 44 to 46 of the Annual Report under the sections captioned, "Stock Plans,"
"Restricted Stock," "Shareholder Rights Plan" and "Shareholder Information and
Market Prices (Unaudited)" is incorporated herein by reference.
ITEM 6. SELECTED FINANCIAL DATA
The Five Year Summary of Selected Financial Data on page 48 of the
Annual Report is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results
of Operations on pages 18 through 25 of the Annual Report is incorporated herein
by reference.
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ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Derivatives
Derivative financial instruments are used by the Registrant to
manage its market risk exposure to interest rates and foreign currency
exchange rate fluctuations. The Registrant, as a matter of policy, does
not hold derivative financial instruments for trading or speculative
purposes.
Interest Rates
The Registrant's major exposure to market risk is changes in
interest rates, primarily in the United States. There is no cash flow
exposure to rate changes for long-term debt obligations, which are fixed
rate liabilities, denominated in U.S. dollars. Short-term debt
obligations reflect variable interest rate borrowings under the
Registrant's revolving credit agreement. There were no short-term
borrowings outstanding as of February 3, 2001. Interest rate swaps have
been utilized by the Registrant to minimize its exposure to interest
rate fluctuations. There were no swap agreements in effect at February
3, 2001 or January 29, 2000. The table below presents the fair value of
principal cash flows and related weighted-average interest rates by
maturity dates of the Registrant's long-term debt obligations.
JANUARY 29,
(IN MILLIONS) 2001 2002 2003 2004 2005 THEREAFTER TOTAL 2000
-----------------------------------------------------------------------------------------------------------------
Long-term debt $ 49 38 -- -- -- 146 $233 $311
Fixed rate
Weighted-average interest rate 8.09% 8.31% 8.50% 8.50% 8.50% 8.50%
Foreign Currency Exchange Rates
The Registrant's international operations purchase significant
levels of inventory primarily in U.S. dollars and in euros. In order to
minimize the impact of foreign currency fluctuations on its results of
operations, the Registrant hedges the future cash flows arising from
inventory purchases, through forward foreign currency exchange and
option contracts. The Registrant also enters into forward contracts to
reduce its exposure to foreign currency risk associated with
intercompany cash flow transactions. All instruments mature within
twelve months. Foreign currency exchange gains and losses did not have a
material impact on the Registrant's results of operations in 2000.
The table below presents the notional amounts and
weighted-average exchange rates of foreign exchange forward contracts
outstanding at February 3, 2001.
CONTRACT VALUE WEIGHTED-AVERAGE
(US IN MILLIONS) EXCHANGE RATE
---------------- -------------
INVENTORY
Buy euro/ Sell British pound $23 0.5887
Buy $US/Sell euro 3 0.9536
---
$26
===
INTERCOMPANY
Buy German mark /Sell $US $15 0.4495
Buy euro/Sell British pound 11 0.6407
Buy $US/Sell euro 7 0.9412
---
$33
===
In addition, option contracts to sell euros, with a contract
value totaling $15 million, were outstanding as of February 3, 2001, to
hedge future cash flows related to the purchase of U.S. inventory.
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ITEM 8. CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
a) Consolidated Financial Statements
The following, included in the Annual Report, are incorporated herein
by reference:
Page(s) in
Annual Report
-------------
Independent Auditors' Report 26
Consolidated Statements of Operations - Years ended February 3, 2001,
January 29, 2000 and January 30, 1999 27
Consolidated Statements of Comprehensive Income (Loss) - Years ended
February 3, 2001, January 29, 2000 and January 30, 1999 27
Consolidated Balance Sheets - As of February 3, 2001 and January 29, 2000 28
Consolidated Statements of Shareholders' Equity - Years ended
February 3, 2001, January 29, 2000 and January 30, 1999 29
Consolidated Statements of Cash Flows - Years ended February 3, 2001,
January 29, 2000 and January 30, 1999 30
Notes to Consolidated Financial Statements 31-47
b) Supplementary Data
Quarterly Results on page 47 of the Annual Report is incorporated
herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
There were no disagreements between the Registrant and its independent
accountants on matters of accounting principles or practices.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
(a) Directors of the Registrant
Information relative to directors of the Registrant is set
forth under the section captioned "Election of Directors" in the Proxy
Statement and is incorporated herein by reference.
(b) Executive Officers of the Registrant
Information with respect to executive officers of the
Registrant is set forth immediately following Item 4 in Part I hereof
on pages 4 and 5.
(c) Information with respect to compliance with Section 16(a) of the
Securities Exchange Act of 1934 is set forth under the section
captioned "Section 16(a) Beneficial Ownership Reporting Compliance" in
the Proxy Statement and is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
Information set forth in the Proxy Statement, beginning with the
section captioned "Directors Compensation and Benefits" through and including
the section captioned "Compensation Committee Interlocks and Insider
Participation" is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
Information set forth in the Proxy Statement, under the section
captioned "Beneficial Ownership of the Company's Stock" is incorporated herein
by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Information set forth in the Proxy Statement, under the section
captioned "Transactions with Management and Others" is incorporated herein by
reference.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a)(1) Financial Statements
The list of financial statements required by this item is set
forth in Item 8 "Consolidated Financial Statements and Supplementary
Data" in this Annual Report on Form 10-K and is incorporated herein by
reference.
(a)(3) and (c) Exhibits
An index of the exhibits which are required by this item and
which are included or incorporated herein by reference in this report
appears on pages 11 through 14. Those exhibits, which are included in
this Annual Report on Form 10-K, immediately follow the index.
(b) Reports on Form 8-K
The Registrant filed a report on Form 8-K dated November 16,
2000 (date of earliest event reported) reporting sales and earnings for
the third quarter ended October 28, 2000.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
VENATOR GROUP, INC.
By: /s/ MATTHEW D. SERRA
----------------------
Matthew D. Serra
President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below on April 23, 2001, by the following persons on behalf of
the Registrant and in the capacities indicated.
/s/ MATTHEW D. SERRA /s/ BRUCE L. HARTMAN
--------------------- ---------------------
Matthew D. Serra Bruce L. Hartman
President and Senior Vice President and
Chief Executive Officer Chief Financial Officer
/s/ ROBERT W. MCHUGH
-----------------------
Robert W. McHugh
Vice President and
Chief Accounting Officer
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s/ J. CARTER BACOT /s/ DAVID Y. SCHWARTZ
------------------- -----------------------
J. Carter Bacot David Y. Schwartz
Chairman of the Board and Director
Director
/s/ PURDY CRAWFORD /s/ CHRISTOPHER A. SINCLAIR
------------------- ----------------------------
Purdy Crawford Christopher A. Sinclair
Director Director
/s/ PHILIP H. GEIER JR. /s/ CHERYL TURPIN
------------------------ ------------------
Philip H. Geier Jr. Cheryl Turpin
Director Director
/s/ JAROBIN GILBERT JR. s/ DONA D. YOUNG
------------------------ -----------------
Jarobin Gilbert Jr. Dona D. Young
Director Director
/s/ JAMES E. PRESTON
----------------------
James E. Preston
Director
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VENATOR GROUP, INC
INDEX OF EXHIBITS REQUIRED
BY ITEM 14 OF FORM 10-K
AND FURNISHED IN ACCORDANCE
WITH ITEM 601 OF REGULATION S-K
EXHIBIT NO.
IN ITEM 601 OF
REGULATION S-K DESCRIPTION
-------------- -----------
1 *
2 *
3(i)(a) Certificate of Incorporation of the Registrant, as filed by
the Department of State of the State of New York on April
7, 1989 (incorporated herein by reference to Exhibit
3(i)(a) to the Quarterly Report on Form 10-Q for the
quarterly period ended July 26, 1997, filed by the
Registrant with the SEC on September 4, 1997 (the "July 26,
1997 Form 10-Q")).
3(i)(b) Certificates of Amendment of the Certificate of
Incorporation of the Registrant, as filed by the Department
of State of the State of New York on (a) July 20, 1989, (b)
July 24, 1990, (c) July 9, 1997 (incorporated herein by
reference to Exhibit 3(i)(b) to the July 26, 1997 Form
10-Q) and (d) June 11, 1998 (incorporated herein by
reference to Exhibit 4.2(a) of the Registration Statement
on Form S-8 (Registration No. 333-62425) previously filed
with the SEC).
3(ii) By-laws of the Registrant, as amended (incorporated herein
by reference to Exhibit 4.2 of the Registration Statement
on Form S-8 (Registration No. 333-62425) previously filed
with the SEC).
4.1 The rights of holders of the Registrant's equity securities
are defined in the Registrant's Certificate of
Incorporation, as amended (incorporated herein by reference
to (a) Exhibits 3(i)(a) and 3(i)(b) to the July 26, 1997
Form 10-Q and Exhibit 4.2(a) to the Registration Statement
on Form S-8 (Registration No. 333-62425) previously filed
with the SEC).
4.2 Rights Agreement dated as of March 11, 1998, between
Venator Group, Inc. and First Chicago Trust Company of New
York, as Rights Agent (incorporated herein by reference to
Exhibit 4 to the Form 8-K dated March 11, 1998).
4.2(a) Amendment No. 1 to the Rights Agreement, dated as of May
28, 1999 (incorporated herein by reference to Exhibit
4.2(a) to the Quarterly Report on Form 10-Q for the
quarterly period ended May 1, 1999, filed by the Registrant
with the SEC on June 4, 1999).
4.3 Indenture dated as of October 10, 1991 (incorporated herein
by reference to Exhibit 4.1 to the Registration Statement
on Form S-3 (Registration No. 33-43334) previously filed
with the SEC).
4.4 Forms of Medium-Term Notes (Fixed Rate and Floating Rate)
(incorporated herein by reference to Exhibits 4.4 and 4.5
to the Registration Statement on Form S-3 (Registration No.
33-43334) previously filed with the SEC).
4.5 Form of 8 1/2% Debentures due 2022 (incorporated herein by
reference to Exhibit 4 to the Registrant's Form 8-K dated
January 16, 1992).
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EXHIBIT NO.
IN ITEM 601 OF
REGULATION S-K DESCRIPTION
-------------- -----------
4.6 Distribution Agreement dated July 13, 1995 and Forms of
Fixed Rate and Floating Rate Notes (incorporated herein by
reference to Exhibits 1, 4.1 and 4.2, respectively, to the
Registrant's Form 8-K dated July 13, 1995).
5 *
8 *
9 *
10.1 1986 Venator Group Stock Option Plan (incorporated herein
by reference to Exhibit 10(b) to the Registrant's Annual
Report on Form 10-K for the year ended January 28, 1995,
filed by the Registrant with the SEC on April 24, 1995 (the
"1994 10-K")).
10.2 Amendment to the 1986 Venator Group Stock Option Plan
(incorporated herein by reference to Exhibit 10(a) to the
Registrant's Annual Report on Form 10-K for the year ended
January 27, 1996, filed by the Registrant on April 26, 1996
(the "1995 10-K")).
10.3 Venator Group 1995 Stock Option and Award Plan
(incorporated herein by reference to Exhibit 10(p) to the
1994 10-K).
10.4 Venator Group 1998 Stock Option and Award Plan
(incorporated herein by reference to Exhibit 10.4 to the
Registrant's Annual Report on Form 10-K for the year ended
January 31, 1998 (the "1997 10-K").
10.5 Amendment to the Venator Group 1998 Stock Option and Award
Plan (incorporated herein by reference to Exhibit 10.2 to
the Registrant's Quarterly Report on Form 10-Q for the
period ended July 29, 2000, filed with the SEC on September
7, 2000 (the "July 29, 2000 10-Q)).
10.6 Executive Supplemental Retirement Plan (incorporated herein
by reference to Exhibit 10(d) to the Registration Statement
on Form 8-B filed by the Registrant with the SEC on August
7, 1989 (Registration No. 1-10299) (the "8-B Registration
Statement")).
10.7 Amendments to the Executive Supplemental Retirement Plan
(incorporated herein by reference to Exhibit 10(c)(i) to
the 1994 10-K).
10.8 Amendment to the Executive Supplemental Retirement Plan
(incorporated herein by reference to Exhibit 10(d)(ii) to
the 1995 10-K).
10.9 Supplemental Executive Retirement Plan (incorporated herein
by reference to Exhibit 10(e) to the 1995 10-K).
10.10 Long-Term Incentive Compensation Plan, as amended and
restated (incorporated herein by reference to Exhibit 10(f)
to the 1995 10-K).
10.11 Annual Incentive Compensation Plan, as amended
(incorporated herein by reference to Exhibit 10.3 to the
July 29, 2000 10-Q).
10.12 Form of indemnification agreement, as amended (incorporated
herein by reference to Exhibit 10(g) to the 8-B
Registration Statement).
10.13 Venator Group Voluntary Deferred Compensation Plan
(incorporated herein by reference to Exhibit 10(i) to the
1995 10-K).
-12-
15
EXHIBIT NO.
IN ITEM 601 OF
REGULATION S-K DESCRIPTION
-------------- -----------
10.14 Venator Group Directors Stock Option Plan (incorporated
herein by reference to Exhibit 10.1 to the July 29, 2000
10-Q).
10.15 Trust Agreement dated as of November 12, 1987, between F.W.
Woolworth Co. and The Bank of New York, as amended and
assumed by the Registrant (incorporated herein by reference
to Exhibit 10(j) to the 8-B Registration Statement).
10.16 Venator Group Directors' Retirement Plan, as amended
(incorporated herein by reference to Exhibit 10(k) to the
8-B Registration Statement).
10.17 Amendments to the Venator Group Directors' Retirement Plan
(incorporated herein by reference to Exhibit 10(c) to the
Registrant's Quarterly Report on Form 10-Q for the period
ended October 28, 1995, filed with the SEC on December 11,
1995 (the "October 28, 1995 10-Q")).
10.18 Employment Agreement with Dale W. Hilpert dated as of
August 16, 1999 (incorporated herein by reference to
Exhibit 10.2 to the October 30, 1999 10-Q).
10.19 Employment Agreement with Matthew D. Serra dated as of
February 9, 2000 (incorporated herein by reference to
Exhibit 10.2 to the Registrant's Quarterly Report on Form
10-Q for the period ended April 29, 2000, filed with the
SEC on June 12, 2000).
10.20 Venator Group Executive Severance Pay Plan (incorporated
herein by reference to Exhibit 10.1 to the Registrant's
Quarterly Report on Form 10-Q for the period ended October
31, 1998 (the "October 31, 1998 10-Q").
10.21 Form of Senior Executive Employment Agreement (incorporated
herein by reference to Exhibit 10.23 to the Registrant's
Annual Report on Form 10-K for the year ended January 29,
2000 (the "1999 10-K")).
10.22 Form of Executive Employment Agreement (incorporated herein
by reference to Exhibit 10.24 to the 1999 10-K).
10.23 Venator Group, Inc. Directors' Stock Plan (incorporated
herein by reference to Exhibit 10(b) to the Registrant's
October 28, 1995 10-Q).
10.24 Venator Group, Inc. Excess Cash Balance Plan (incorporated
herein by reference to Exhibit 10(c) to the 1995 10-K).
10.25 Form of Restricted Stock Agreement (incorporated herein by
reference to Exhibit 10.30 to the 1998 10-K).
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16
EXHIBIT NO.
IN ITEM 601 OF
REGULATION S-K DESCRIPTION
-------------- -----------
10.26 Second Amended and Restated Credit Agreement dated as of
April 9, 1997 and amended and restated as of March 19, 1999
(incorporated herein by reference to Exhibit 10.34 to the
1998 10-K).
10.27 Letter of Credit Agreement dated as of March 19, 1999
(incorporated herein by reference to Exhibit 10.35 to the
1998 10-K).
11 *
12 Computation of Ratio of Earnings to Fixed Charges.
13 2000 Annual Report to Shareholders.
15 *
16 *
17 *
18 Letter on Change in Accounting Principle (incorporated
herein by reference to Exhibit 18 to the 1999 10-K).
19 *
20 *
21 Subsidiaries of the Registrant.
22 *
23 Consent of Independent Auditors.
24 *
25 *
26 *
99 *
* Not applicable
-14-
17
Exhibits filed with Form 10-K:
Exhibits No.
12 Computation of Ratio of Earnings to Fixed Charges.
13 2000 Annual Report to Shareholders.
21 Subsidiaries of the Registrant.
23 Consent of Independent Auditors.