UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
Proxy
Statement Pursuant to Section 14(a) of the Securities
Exchange
Act of 1934
(Amendment
No. )
Filed by
the Registrant
x
Filed by
a Party other than the Registrant o
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Check
the appropriate box:
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o
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Preliminary
Proxy Statement
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o
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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o
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Definitive
Proxy Statement
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x
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Definitive
Additional Materials
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o
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Soliciting
Material Pursuant to
§240.14a-12
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Footstar,
Inc.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment
of Filing Fee (Check the appropriate box):
x
No fee required.
o Fee
computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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1.
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Title
of each class of securities to which transaction
applies:
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2.
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Aggregate
number of securities to which transaction applies:
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3.
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Per unit price or
other underlying value of transaction computed pursuant to Exchange Act
Rule 0-11 (Set forth the amount
on which the filing fee is calculated and state how it was
determined):
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4.
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Proposed
maximum aggregate value of transaction:
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¨
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Fee
paid previously with preliminary
materials.
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¨
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Check
box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its
filing.
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1.
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Amount
Previously Paid:
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2.
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Form,
Schedule or Registration Statement No.:
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Explanatory
Note
Footstar,
Inc. (the “Company”) is filing the following information as additional
soliciting material related to the solicitation of proxies for a Special Meeting
of Shareholders to be held on May 5, 2009 which the Company included in a
Current Report on Form 8-K filed with the Securities and Exchange Commission on
April 20, 2009.
On April 20, 2009, Footstar, Inc. (the
“Company”) issued the press release attached as Exhibit 99.1 announcing the
declaration of a $2.00 per common share cash distribution, payable on May 6,
2009 to holders of record at the close of business on April 30, 2009. The
payment of the distribution is contingent upon approval of the plan of complete
dissolution and liquidation of the Company at the special meeting of
shareholders to be held on May 5, 2009 as outlined in the Company’s definitive
proxy statement which was filed with the Securities and Exchange Commission on
April 6, 2009.
Information regarding the Company’s
plan of complete dissolution and liquidation and the special meeting of the
Company’s shareholders to be held on May 5, 2009 is contained in the definitive
proxy statement relating to the special meeting filed by the Company with the
Securities and Exchange Commission on April 6, 2009. You should read the
Company’s proxy statement because it contains important information. Subsequent
to the date of mailing of the proxy statement, the Company determined to
increase the contingent dividend described in the proxy statement from $1.90 to
$2.00 per share, as described in this press release. Copies of the Company’s
proxy statement are available without charge on the SEC’s Internet website at
www.sec.gov and on the Company’s website at
http://www.footstar.com/financial/proxy. Shareholders may also request a free
copy of the proxy statement by contacting Maureen Richards, Sr. Vice President,
General Counsel and Corporate Secretary at 933 MacArthur Boulevard, Mahwah, New
Jersey 07430 or by telephone at 201-934-2000.
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Media
Contact:
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Investor
Contact:
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Wendi
Kopsick
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Jonathan
Couchman
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Kekst
and Company
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Chairman
and Chief Executive Officer
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212-521-4867
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201-934-2713
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FOR IMMEDIATE
RELEASE
FOOTSTAR DECLARES $2 PER
SHARE CASH DISTRIBUTION
MAHWAH, NEW JERSEY, April 20, 2009
-- Footstar, Inc. (OTCBB: FTAR) today announced that its Board of
Directors has declared a $2 per share cash distribution, payment of which is
contingent upon approval, at the special meeting of shareholders to be held on
May 5, 2009, of the plan of complete dissolution and liquidation of the Company
outlined in the Company’s definitive proxy statement, which was filed with the
Securities and Exchange Commission on April 6, 2009. The distribution
is scheduled to be paid on May 6, 2009, assuming shareholder approval is
obtained at the May 5th
meeting, to shareholders of record as of the close of business on April 30,
2009.
Including
the distribution announced today, since March 27, 2007 the Company has declared
cumulative distributions to shareholders of $9 per share.
The
distribution is expected to be treated as a return of capital for tax reporting
purposes, but shareholders will receive further information on Form 1099 after
the end of 2009 and are encouraged to consult with their own tax advisors
regarding the tax treatment of the distribution.
The
Company anticipates that, assuming shareholder approval is obtained, it will
file a certificate of dissolution with the Delaware Secretary of State following
the special meeting. Following the filing of the certificate of
dissolution, the Company expects it will discontinue recording transfers of
shares of its common stock. Thereafter, certificates representing shares of the
Company’s common stock will not be assignable or transferable on the Company’s
books, except by will, intestate succession or operation of law.
Information
regarding the Company’s plan of complete dissolution and liquidation and the
special meeting of the Company’s shareholders to be held on May 5, 2009 is
contained in the definitive proxy statement relating to the special meeting
filed by the Company with the Securities and Exchange Commission on April 6,
2009. You should read the Company’s proxy statement because it
contains important information. Subsequent to the date of mailing of the proxy
statement, the Company determined to increase the contingent dividend described
in the proxy statement from $1.90 to $2.00 per share, as described in this press
release. Copies of the Company’s proxy statement are available without charge on
the SEC’s Internet website at www.sec.gov and on the Company’s
website at http://www.footstar.com/financial/proxy. Shareholders
may also request a free copy of the proxy statement by contacting Maureen
Richards, Senior VP, General Counsel & Corporate Secretary of Footstar, at
933 MacArthur Boulevard, Mahwah, New Jersey 07430 or by telephone at
201-934-2000.
Forward-Looking
Statements
This
release contains forward-looking statements made in reliance upon the safe
harbor provisions of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These
statements may be identified by the use of words such as "anticipate,"
"estimates," "should," "expect," "guidance," "project," "intend," "plan,"
"believe" and other words and terms of similar meaning, in connection with any
discussion of our financial statements, business, results of operations,
liquidity, future operating or financial performance and other future events and
circumstances. Factors that could affect our forward-looking
statements include, among other things, our timely receipt of amounts due from
Kmart for the purchase of inventory, our ability to manage the wind-down of our
business, the impact of the payment of special cash distributions on our future
cash requirements and liquidity needs, for any contingencies and obligations,
and the other risks and uncertainties discussed more fully in our 2008 Annual
Report on Form 10-K filed with the Securities and Exchange Commission on March
9, 2009 and the Definitive Proxy Statement for the Special Meeting of
Shareholders filed with the Securities and Exchange Commission on April 6,
2009.
Because
the information in this release is based solely on data currently available, it
is subject to change and should not be viewed as providing any assurance
regarding our future performance. Actual results, performance,
events, plans and expectations may differ from our current projections,
estimates and expectations and the differences may be material, individually or
in the aggregate, to our business, financial condition, results of operations,
liquidity or prospects. Additionally, we do not plan to update any of
our forward-looking statements based on changes in assumptions, changes in
results or other events subsequent to the date of this release, other than as
included in our future required SEC filings, or as may otherwise be legally
required.
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