As filed with the Securities and Exchange Commission
on January 2, 1996
Registration No. 2-87794
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TOYS "R" US, INC.
(Exact name of registrant as specified in its charter)
Delaware 22-3260693
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
461 From Road
Paramus, New Jersey 07652
(201) 262-7800
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
Louis Lipschitz
Senior Vice President-Finance
and Chief Financial Officer
TOYS "R" US, INC.
461 From Road
Paramus, New Jersey 07652
(201) 262-7800
(Name, Address, Including Zip Code, and Telephone Number, Including
Area Code, of Agent For Service)
Copies of all communications to:
Andre Weiss, Esq.
Schulte Roth & Zabel
900 Third Avenue
New York, New York 10022
Approximate date of commencement of proposed sale to public:
From time to time after the effective date of this Registration Statement as
determined by market conditions.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continued basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _________________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ] _________________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<PAGE>
This post-effective amendment is being filed pursuant to Rule 414
under the Securities Act of 1933, as amended (the "Securities Act"), to
reflect the adoption by Toys "R" Us, Inc., a Delaware corporation (the
"Company"), of a holding company form of organizational structure. The
holding company organizational structure was implemented by the merger (the
"Merger") of TRU Interim, Inc., a Delaware corporation, with and into the
Company, which was the surviving corporation, in accordance with Section
251(g) of the Delaware General Corporation Law. In the Merger, which was
consummated at 5:00 p.m., local time, on January 1, 1996 (the "Effective
Time"), each share of capital stock of the Company issued and outstanding or
held in its treasury was converted into one share of capital stock of Toys "R"
Us-Headquarters, Inc., a Delaware corporation (the "Registrant"), the
Registrant became the holding company for the Company's operating subsidiaries
and the Company became a direct wholly-owned subsidiary of the Registrant. At
the Effective Time, the name of the Registrant was changed to Toys "R" Us,
Inc. and the name of the Company was changed to Toys "R" Us-Delaware, Inc.
In accordance with Rule 414, the Registrant, as the successor
issuer, hereby expressly adopts this registration statement of the Company as
its own for all purposes of the Securities Act and the Securities Exchange Act
of 1934, as amended.
The registration fees were paid at the time of the original filing
of this registration statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
amendment to the registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Paramus, State of New
Jersey, on this 2nd day of January, 1996.
TOYS "R" US, INC.
By: /s/ Louis Lipschitz
Louis Lipschitz
Senior Vice President - Finance and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
amendment to the registration statement has been signed below by the following
persons in the capacities indicated, on this 2nd day of January, 1996.
Name and Signature Title
* Chairman of the Board
Charles Lazarus
/s/ Michael Goldstein Vice Chairman and Chief
Michael Goldstein Executive Officer
(Principal Executive
Officer)
/s/ Robert C. Nakasone Director, President and
Robert C. Nakasone Chief Operating Officer
<PAGE>
Name and Signature Title
/s/ Louis Lipschitz Senior Vice President -
Louis Lipschitz Finance and Chief
Financial Officer
(Principal Financial and
Accounting Officer)
* Director
Robert A. Bernhard
* Director
Milton S. Gould
Director
Shirley Strum Kenny
Director
Reuben Mark
Director
Norman S. Matthews
Director
Howard W. Moore
* Director
Norman M. Schneider
* Director
Harold M. Wit
*By: /s/ Michael Goldstein
Michael Goldstein
Vice Chairman and Chief
Executive Officer, as
attorney-in-fact for the
persons named above
