Filed pursuant to Rule No. 424(b)(3)
File Number 333-64930
PROSPECTUS SUPPLEMENT NO. 4
VENATOR GROUP, INC.
$150,000,000
5.50% Convertible Subordinated Notes due 2008
and shares of common stock issuable upon conversion of the notes
This prospectus supplement supplements the prospectus dated August
1, 2001 of Venator Group, Inc. relating to the sale by certain of our
securityholders (including their pledgees, donees, assignees, transferees,
successors and others who later hold any of the securityholders' interests)
of up to $150,000,000 principal amount at maturity of notes and the shares
of common stock issuable upon conversion of the notes. You should read this
prospectus supplement in conjunction with the prospectus, and this
prospectus supplement is qualified by reference to the prospectus, except
to the extent that the information in this prospectus supplement supersedes
the information contained in the prospectus.
The table of selling securityholders contained in the prospectus
is hereby amended to add the entities named below as selling
securityholders.
AGGREGATE PRINCIPAL NUMBER OF SHARES
AMOUNT AT MATURITY OF COMMON STOCK PERCENTAGE OF
OF NOTES PERCENTAGE OF NOTES THAT MAY SHARES OF COMMON
NAME THAT MAY BE SOLD OUTSTANDING BE SOLD (1) STOCK OUTSTANDING(2)
---- ---------------- ----------- ------------ --------------------
Arkansas Teachers Retirement $ 3,386,000 2.257% 214,222 *
Baptist Health of South Florida $ 453,000 * 28,659 *
Boston Museum of Fine Art $ 47,000 * 2,973 *
Engineers Joint Pension Fund $ 439,000 * 27,774 *
Enterprise Convertible
Securities Fund $ 114,000 * 7,212 *
Goldman Sachs and Company $ 33,000 * 2,087 *
Innovest Finanzdienstleistungs $ 500,000 * 31,633 *
Lumbermens $ 459,000 * 29,039 *
Motion Pictures Industry $ 508,000 * 32,139 *
Nicholas Applegate Convertible
Fund $ 1,263,000 * 79,906 *
Physicians Life $ 173,000 * 10,945 *
San Diego City Retirement $ 841,000 * 53,207 *
San Diego County Convertible $ 1,689,000 1.126% 106,858 *
Screen Actors Guild $ 466,000 * 29,482 *
Wake Forest University $ 668,000 * 42,262 *
Writers Guild $ 275,000 * 17,398 *
Wyoming State Treasurer $ 936,000 * 59,218 *
* Less than one percent (1%).
(1) Assumes conversion of all of the holder's notes at a conversion rate
of 63.2671 shares of common stock per $1,000 principal amount at
maturity of the notes. This conversion rate is subject to adjustment,
however, as described under "Description of the Notes - Conversion of
the Notes." As a result, the number of shares of common stock issuable
upon conversion of the notes may increase or decrease in the future.
(2) Calculated based on Rule 13d-3(d)(i) of the Exchange Act, using
139,471,607 shares of common stock outstanding as of June 2, 2001. In
calculating this amount for each holder, we treated as outstanding the
number of shares of common stock issuable upon conversion of all that
holder's notes, but we did not assume conversion of any other holder's
notes.
Investing in the notes or shares of common stock involves risks
that are described in the "Risk Factors" section beginning on page 7 of the
prospectus.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or
determined if this prospectus supplement is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus supplement is October 4, 2001.