--------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 2, 1996
TOYS "R" US, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-11609 22-3260693
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
461 From Road, Paramus, New Jersey 07652
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:(201) 262-7800
(Former Name or Former Address, if Changed Since Last Report)
--------------------------------------------------------------------
<PAGE>
Item 5. Other Events.
On October 2, 1996, Toys "R" Us, Inc.(the "Company")
announced the execution of a definitive merger agreement with Baby
Superstore, Inc. The complete text of the press release issued by
the Company is attached hereto as an exhibit.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits.
c. Exhibits
99. Press Release, dated October 2, 1996
<PAGE>
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 hereunto duly authorized.
TOYS "R" US, INC.
Dated: October 2, 1996 By: /s/ Louis Lipschitz
Louis Lipschitz
Executive Vice President
and Chief Financial Officer
CONTACT: Lawrence A. Rand Louis Lipschitz
Kekst and Company Toys "R" Us, Inc.
437 Madison Avenue 461 From Road
New York, NY Paramus, NJ
(212) 593-2655 (201) 368-5548
Jodi Taylor Naomi Rosenfeld
Baby Superstroe, Inc. Morgan Walks
1201 Wood Chapel Rd. 380 Lexington Ave.
Duncan, SC New York, NY
(864) 968-9292 (212) 850-5600
FOR: Toys "R" Us, Inc. Baby Superstore, Inc.
FOR IMMEDIATE RELEASE
TOY'S "R" US TO ACCELERATE EXPANSION OF ITS NEW BABIES "R" US
DIVISION THROUGH STRATEGIC ACQUISITION OF BABY SUPERSTORE
PARAMUS, NEW JERSEY AND DUNCAN, SOUTH CAROLINA, OCTOBER 2, 1996 -
Toy's "R" Us, Inc. (NYSE: TOY) and Baby Superstore, Inc. (NASDAQ:
BSST) today announced the execution of a definitive Merger Agreement
pursuant to which Toys "R" Us will acquire Baby Superstore, Inc. in a
tax-free exchange of shares valued at approximately $376 million,
based upon the closing price of Toys "R" Us stock as of October 1,
1996. Under the terms of the Agreement, Baby Superstore shareholders
will receive .8121 of a share of Toys "R" Us stock for each Baby
Superstore share, valued at $23.45 as of the close of business on
October 1, 1996. Jack Tate, founder, Chairman and Chief Executive
Officer of Baby Superstore, will receive .5150 of a share for each
Baby Superstore share, valued at $14.87 as of close of business on
October 1, 1996. The Merger, which has been approved by both Boards
of Directors, is subject to customary regulatory approvals and
approval by Baby Superstore shareholders.
Michael Goldstein, Chief Executive Officer of Toys "R" Us, said that
"this transaction is another important step in our long range
strategic business plan to become the leading retailer in the infant-
through-toddler marketplace. Through the excellent strategic fit of
this acquisition, we will be able to accelerate our planned growth in
sales and profitability of Babies "R" Us, our new format that is
already exhibiting exciting growth potential."
Through its acquisition of Baby Superstore, which is the leading
operator of infant and toddler superstores, Babies "R" Us emerges as
the sector's leading specialty store operator with 73 stores in 23
states generating sales in excess of $450 million in 1996. "The
Company expects the combination of these two businesses will provide
significant synergies to both businesses, including lowers costs and
economies of scale," Mr. Goldstein said.
Commenting on the announcement, Mr. Tate said, "This transaction will
combine the well-established Baby Superstore concept with the
tremendous financial, operational and marketing resources of Toys "R"
Us, to create retailing leadership in the baby and toddlers' products
segments.
"As an indication of my confidence in the potential of the combined
company, of which I will be the single largest individual
shareholder, I have agreed to accept a reduced exchange ratio for my
stock, as compared to that paid to all other shareholders. Not only
will this help facilitate a transaction of which I have been a strong
proponent, but it will also enhance the returns for the remaining
shareholders, as well as for those associate option-holders who have
helped grow Baby Superstore over the years."
Mr. Goldstein further stated that "we are excited about the
opportunity to apply our vast operational experience and our strong
financial and management expertise to the Baby Superstore business.
We are also pleased to welcome the Baby Superstore associates into
the Toys "R" Us family. Their knowledge and experience in the
juvenile market will enhance our prospects to build this business in
the future. In addition, by immediately increasing our presence in
the infant/toddler market, we will be best positioned to capitalize
on the natural synergies inherent among our Babies "R" Us, Toys "R"
Us and Kids "R" Us businesses. As a result, we expect this
acquisition to provide incremental sales and earnings growth to Toys
"R" Us, immediately following consummation of the transaction."
The transaction is anticipated to close around the end of the
companies' fiscal year at the end of January. Mr. Tate, holder of
approximately 48.8% of Baby Superstore common stock, has entered into
an agreement to vote his shares in favor of the merger.
Goldman, Sachs & Co. served as financial advisors to Toys "R" Us for
purposes of this transaction. CS First Boston and Invemed
Associates, Inc. served as financial advisors to Baby Superstore for
purposes of this transaction.
Baby Superstore, Inc. is a leading large format retailer of baby and
young children's products in the United States. The Company
currently operates 70 stores in 21 states.
Toys "R" Us is the world's largest retailer of children's products
currently operating 651 toy stores in the United States, 366
international toy stores, including franchise stores, 211 Kids "R" Us
children's clothing stores and three Babies "R" Us stores.
# # #
