As filed with the Securities and Exchange Commission
on November 8, 1996
Registration No. 333-
- -----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________________________________
FORM S-8
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 of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
461 From Road, Paramus, New Jersey 07652
_____________________________________________________________________________
(Address of Principal Executive Officers) (Zip Code)
STOCK OPTION AGREEMENT AND PLAN
(Full Title of the Plan)
Louis Lipschitz
Executive Vice President and Chief Financial Officer
TOYS "R" US, INC.
461 From Road
Paramus, New Jersey 07652
(201) 262-7800
_________________________________________________________________
(Name, Address and Telephone Number of Agent for Service)
Copy to:
Andre Weiss, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum Amount of
Securities to Amount to be Offering Price Aggregate Registration
be Registered Registered Per Share Offering Price (1) Fee
______________________________________________________________________________
Common Stock, 540,000 shares $25.44 $13,737,600 $4,165
par value $.10
per share
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<PAGE>
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(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h)(1) under the Securities Act of 1933, as amended (the
"Securities Act"), based on the exercise price ($25.44) at which the options
outstanding under the Stock OptionAgreement and Plan (the "Plan") may be
exercised.
(2) In addition, pursuant to Rule 416 under the Securities Act of 1933, as
amended, this registration statement also covers an indeterminate number of
shares as may be required to cover possible adjustments under the Plan.
<PAGE>
- -----------------------------------------------------------------
EXPLANATORY NOTE
Pursuant to General Instruction C of Form S-8, this Registration
Statement contains a prospectus meeting the requirements of Part I of
Form S-3 relating to reofferings of shares of common stock, par value
$.10 per share (the "Common Stock"), of Toys "R" Us, Inc. to be acquired
pursuant to the Plan.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing information specified in Part I of Form
S-8 will be sent or given to employees participating in the Plan as specified
by Rule 428(b)(1) of the Securities Act of 1933, as amended. Those documents
and the documents incorporated by reference into this Registration Statement
pursuant to Item 3 of Part II of this Registration Statement, taken together,
constitute a prospectus that meets the requirements of Section 10(a) of the
Securities Act of 1933, as amended.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents By Reference.
The following documents, which have been filed by Toys "R" Us,
Inc., a Delaware corporation (the "Company"), with the Securities and Exchange
Commission (the "Commission"), are incorporated in this Registration Statement
by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended February 3, 1996, filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), which
incorporates by reference certified financial statements for the Company's
fiscal year ended February 3, 1996.
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended May 4, 1996 and August 3, 1996, filed pursuant to Section 13(a) or 15(d)
of the Exchange Act.
3. The Company's Current Reports on Form 8-K for July 15, 1996
and October 2, 1996.
4. The Company's Notice of Annual Meeting of Stockholders and
Proxy Statement for its Annual Meeting of Stockholders held on June 5, 1996,
filed pursuant to Section 14 of the Exchange Act.
5. The description of the Common Stock contained in Item 1 of
the Company's Registration Statement on Form 8-A filed with the Commission on
June 13, 1979 pursuant to Section 12 of the Exchange Act, including any
amendments or reports filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to
the filing of a post-effective amendment which indicates that all securities
offered hereby have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in and to be a
part of this Registration Statement from the date of filing of such reports and
documents.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Legal Opinion.
The legality of the issuance of the Common Stock being registered
hereby is being passed upon by Schulte Roth & Zabel LLP, 900 Third Avenue, New
York, New York 10022, counsel for the Company. Andre Weiss, a member of
Schulte Roth & Zabel LLP, is the Secretary of the Company.
Experts.
The consolidated financial statements of Toys "R" Us, Inc. and
subsidiaries incorporated by reference in the Company's Annual Report (Form
10-K) for the year ended February 3, 1996 have been audited by Ernst & Young
LLP, independent auditors, as set forth in their report thereon incorporated by
reference therein and incorporated herein by reference. Such financial
statements are, and audited financial statements to be incorporated by
reference in subsequently filed documents will be, incorporated herein in
reliance upon the reports of Ernst & Young LLP pertaining to such financial
statements (to the extent covered by consents filed with the Securities and
Exchange Commission) given upon the authority of such firm as experts in
accounting and auditing.
Item 6. Indemnification of Directors and Officers.
Limitation of Directors' Liability.
The Delaware General Corporation Law ("DGCL") provides that a
corporation's certificate of incorporation may include a provision limiting the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. However, no such
provision can eliminate or limit the liability of a director (i) for any breach
of the director's duty of loyalty to the corporation or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or knowing violation of the law, (iii) under Section 174 of the
DGCL, which relates to liability for unlawful payments of dividends or unlawful
stock repurchases or redemptions, (iv) for any transaction from which the
director derived an improper personal benefit, or (v) for any act or omission
prior to the adoption of such a provision in the certificate of incorporation.
The Company's Restated Certificate of Incorporation contains a provision
eliminating the personal liability for monetary damages of its directors to the
full extent permitted under the DGCL.
Indemnification and Insurance.
The DGCL contains provisions setting forth conditions under which
a corporation may indemnify its directors and officers. The Company's Restated
Certificate of Incorporation provides that a director or officer who is a party
to any action, suit or proceeding shall be entitled to be indemnified by the
Company to the extent permitted by the DGCL against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement incurred by
such director or officer in connection with such action, suit or proceeding.
The Company has entered into indemnification agreements with each of its
directors and intends to enter into indemnification agreements with each of its
future directors. Pursuant to such indemnification agreements, the Company has
agreed to indemnify its directors against certain liabilities, including any
liabilities arising out of this Registration Statement. The Company maintains
a standard form of officers' and directors' liability insurance policy which
provides coverage to the officers and directors of the Company for certain
liabilities.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following is a complete list of exhibits filed as a part of
this Registration Statement:
Exhibit No. Document
4 Stock Option Agreement and Plan dated as of
May 17, 1995 between the Company and each
of Michael Goldstein and Robert C. Nakasone
(incorporated by reference to Exhibit 10.13
of the Company's Registration of Securities
of Certain Successor Issuers on Form 8-B
dated January 3, 1996)
5 Opinion of Schulte Roth & Zabel LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Schulte Roth & Zabel LLP
(included in Exhibit 5)
24 Powers of Attorney (see pages II-1 and
II-2 of this Registration Statement)
Item 9. Undertakings.
A. To Update Annually.
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the Registration
Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished to
the Commission by the Registrant pursuant to Section 13 or 15(d) of the
Exchange Act that are incorporated by reference in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
B. Incorporation of Subsequent Exchange Act Documents
by Reference.
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
C. Indemnification of Officers and Directors.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
<PAGE>
REOFFER
PROSPECTUS
TOYS "R" US, INC.
461 From Road
Paramus, New Jersey 07652
Telephone No. (201) 262-7800
_______________________
Common Stock, par value $.10 per share
540,000 Shares
______________________
This Prospectus relates to the subsequent resale or offer for sale
on the New York Stock Exchange, or otherwise, of shares of Common Stock, par
value $.10 per share ("Common Stock"), of Toys "R" Us, Inc., a Delaware
corporation (the "Company"), that may be acquired by Michael Goldstein, Vice
Chairman of the Board and Chief Executive Officer of the Company, and Robert C.
Nakasone, a director, President and Chief Operating Officer of the Company,
each of whom may be deemed to be affiliates of the Company pursuant to the
purchase by him of shares of Common Stock upon the exercise of options granted
to him under the Stock Option Agreement and Plan with the Company (the
"Plan"). In connection with such resales or offers for sale, such persons
and the brokers through whom such shares may be sold may be deemed to be
"underwriters" as that term is defined in Section 2(11) of the Securities Act of
1933, as amended (the "Securities Act"). The Company will not receive any of
the proceeds from the sale of the shares offered hereby. All expenses incurred
in connection with the registration under the Securities Act and the offering of
the securities hereby will be borne by the Company, but all selling and other
expenses incurred by an individual Registered Stockholder (as defined herein)
will be borne by such Registered Stockholder.
_______________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED
BY THE SECURITIES AND EXCHANGE COMMISSION NOR HAS
THE COMMISSION PASSED UPON THE ACCURACY OR
ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
_______________________
No person has been authorized to give any information or to make
any representations, other than as contained herein, in connection with the
offer contained in this Prospectus, and, if given or made, such information or
representations must not be relied upon. This Prospectus does not constitute
an offer to sell or solicitation of an offer to buy any of the securities
offered hereby in any state to any person to whom it is unlawful to make such
offer or solicitation.
_______________________
The date of this Prospectus is November 8, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports and other information with the Securities
and Exchange Commission (the "Commission"), which may be inspected and copied
at the public reference facilities maintained by the Commission located at
Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C., 20549,
and at the regional offices of the Commission located at 7 World Trade Center,
Suite 1300, New York, New York 10048, and at the Citicorp Center, 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such material
can also be obtained at prescribed rates from the Public Reference Section of
the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C.
20549. The Common Stock is listed on the New York Stock Exchange. Reports,
proxy statements, information statements and other information concerning the
Company can be inspected at the offices of the New York Stock Exchange, 20
Broad Street, New York, New York 10005. Also, the Company files such reports,
proxy statements and other information with the Commission pursuant to the
Commission's EDGAR system. The Commission maintains a Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission pursuant to the EDGAR
system. The address of the Commission's web site is http://www.sec.gov.
A copy of any document incorporated by reference in the Registration Statement
(not including exhibits to the information that is incorporated by reference
unless such exhibits are specifically incorporated by reference into the
information that the Registration Statement incorporates) of which this
Prospectus forms a part but which is not delivered with this Prospectus will be
provided by the Company without charge to any person to whom this Prospectus
has been delivered, upon the oral or written request of such person. Such
requests should be directed to Louis Lipschitz, Executive Vice President and
Chief Financial Officer, Toys "R" Us, Inc., 461 From Road, Paramus, New Jersey
07652, telephone number (201) 262-7800.
THE COMPANY
The Company is the world's largest children's specialty retail
chain in terms of both sales and earnings. At September 30, 1996, the Company
operated 653 toy stores in the United States, 368 international toy stores
(including franchise stores), 211 Kids "R" Us children's clothing stores and 3
Babies "R" Us stores. The Company was incorporated in 1993 under the laws of
the State of Delaware, and the predecessor of the Company was incorporated in
1928 under the laws of the State of Delaware. The Company has executive
offices located at 461 From Road, Paramus, New Jersey 07652, telephone number
(201) 262-7800. The Common Stock is listed on the New York Stock Exchange
under the symbol "TOY".
THE OFFERING
This Reoffer Prospectus relates to shares of Common Stock that may
be acquired by certain key employees (the "Registered Stockholders") of the
Company, each of whom may be deemed to be "affiliates" of the Company, pursuant
to the exercise of options ("Options") granted to such persons under the Plan.
The address of each Registered Stockholder is c/o Toys "R" Us, Inc., 461 From
Road, Paramus, New Jersey 07652.
The following table sets forth certain information with respect
to the Registered Stockholders:
Number of Number of
Number of Shares to be Shares to
Shares Acquired Under be Owned
Beneficially the Plan After
Registered Position with Owned as of and Offered Exercises
Stockholder the Company 9/30/96 (1) Hereby (2) and Sales
Michael Vice Chairman of 1,016,123 270,000 1,286,123
Goldstein the Board and
Chief Executive
Officer
Robert C. President and 1,026,267 270,000 1,296,276
Nakasone Chief Operating
Officer
_______________________
(1) Includes, among other things, shares of Common Stock underlying options
granted to each Registered Stockholder under the Plan, as all of such
options are exercisable as of, or within 60 days of, November 8, 1996.
(2) Represents all shares of Common Stock underlying options granted under
the Plan to each Registered Stockholder.
None of the Registered Stockholders owned more than one percent of the Common
Stock outstanding as of September 30, 1996.
Such Options were granted by the Company May 17, 1995, pursuant to the Plan
dated as of May 17, 1995, between the Company and Mr. Goldstein and Mr.
Nakasone. The grant of the Options was approved by a vote of the Company's
stockholders at an annual meeting held on June 5, 1996. The Options of each of
Messrs. Goldstein and Nakasone have become exercisable in whole or in part as
of June 5, 1996. The Options expire, absent special circumstances, on May 16,
2005.
This Prospectus shall relate also to any of the shares that Messrs. Goldstein
or Nakasone may donate or transfer to charitable and other non-profit
institutions and family members. The number of shares issuable under the
Options, and consequently the number of shares that may be sold hereunder, may
be changed pursuant to anti-dilution provisions of the Options.
Shares of Common Stock covered by this Reoffer Prospectus may be offered and
sold from time to time by the Registered Stockholders through brokers on the
New York Stock Exchange or otherwise, at the prices prevailing at the time of
such sales. To the Company's knowledge, no specific brokers or dealers have
been designated by the Registered Stockholders nor has any agreement been
entered into in respect of brokerage commissions or for the exclusive or
coordinated sale of any securities that may be offered pursuant to this Reoffer
Prospectus. The Registered Stockholders and any broker or other person through
whom sales are made by the Registered Stockholders may be regarded as
"underwriters" within the meaning of the Securities Act, although the
Registered Stockholders disclaim such status, and their compensation may be
regarded and underwriters' compensation.
The Company will not receive any of the proceeds from the offering
hereunder. All expenses incurred in connection with the registration under the
Securities Act and the offering of the securities hereby will be borne by the
Company, but all selling and other expenses incurred by an individual
Registered Stockholder will be borne by such Registered Stockholder.
On November 7, 1996, the closing market price of the Common Stock, as reported
by the New York Stock Exchange, was $ 36 5/8.
DOCUMENTS INCORPORATED BY REFERENCE
Incorporated herein by reference and made a part hereof are:
1. The Company's Annual Report on Form 10-K for the fiscal year
ended February 3, 1996, filed pursuant to Section 13(a) or 15(d) of the
Exchange Act.
2. The Company's Quarterly Reports on Form 10-Q for the quarters
ended May 4, 1996 and August 3, 1996, filed pursuant to Section 13(a) or 15(d)
of the Exchange Act.
3. The Company's Current Reports on Form 8-K for July 15, 1996
and October 2, 1996.
4. The Company's Notice of Annual Meeting of Stockholders and
Proxy Statement for its Annual Meeting of Stockholders held on June 5 1996,
filed pursuant to Section 14 of the Exchange Act.
5. The description of the Company's Common Stock contained in
Item 1 of the Company's Registration Statement on Form 8-A filed with the
Commission on June 13, 1979 pursuant to Section 12 of the Exchange Act,
including any amendments or reports filed for the purpose of updating such
description.
All of such documents are on file with the Commission. All documents
subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act prior to the filing of a post-effective amendment which
indicates that all securities to be offered pursuant hereto have been sold or
which deregisters all such securities then remaining unsold shall be deemed to
be incorporated by reference in this Prospectus and to be a part hereof from
the date of the filing of such documents.
EXPERTS
The consolidated financial statements of Toys "R" Us, Inc. and
subsidiaries incorporated by reference in the Company's Annual Report (Form 10-
K) for the year ended February 3, 1996 have been audited by Ernst & Young LLP,
independent auditors, as set forth in their report thereon incorporated by
reference therein and incorporated herein by reference. Such financial
statements are, and audited financial statements to be included in subsequently
filed documents will be, incorporated herein in reliance upon the reports of
Ernst & Young LLP pertaining to such financial statements (to the extent
covered by consents filed with the Securities and Exchange Commission) given
upon the authority of such firm as experts in accounting and auditing.
LEGAL MATTERS
Certain legal matters with respect to the Common Stock being offered
hereby are being passed upon by Schulte Roth & Zabel LLP, 900 Third Avenue, New
York, New York 10022, counsel for the Company. Andre Weiss, a member of
Schulte Roth & Zabel LLP, is the Secretary of the Company.
INDEMNIFICATION
Limitation of Directors' Liability.
- -----------------------------------
The Delaware General Corporation Law ("DGCL") provides that a
corporation's certificate of incorporation may include a provision limiting the
personal liability of a director to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director. However, no such
provision can eliminate or limit the liability of a director (i) for any breach
of the director's duty of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or knowing violation of the law, (iii) under Section 174 of the DGCL, which
relates to liability for unlawful payments of dividends or unlawful stock
repurchases or redemptions, (iv) for any transaction from which the director
derived an improper personal benefit, or (v) for any act or omission prior to
the adoption of such a provision in the certificate of incorporation. The
Company's Restated Certificate of Incorporation contains a provision
eliminating the personal liability for monetary damages of its directors to the
full extent permitted under the DGCL.
Indemnification and Insurance.
- ------------------------------
The DGCL contains provisions setting forth conditions under which a
corporation may indemnify its directors and officers. The Company's Restated
Certificate of Incorporation provides that a director or officer who is a party
to any action, suit or proceeding shall be entitled to be indemnified by the
Company to the extent permitted by the DGCL against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement incurred by
such director or officer in connection with such action, suit or proceeding.
The Company has entered into indemnification agreements with each of its
directors and intends to enter into indemnification agreements with each of its
future directors. Pursuant to such indemnification agreements, the Company has
agreed to indemnify its directors against certain liabilities, including any
liabilities arising out of this Registration Statement. The Company maintains
a standard form of officers' and directors' liability insurance policy which
provides coverage to the officers and directors of the Company for certain
liabilities.
<PAGE>
==============================================================================
TABLE OF CONTENTS
Page
Available Information........ A-2
The Company.................. A-2
The Offering................. A-2
Documents Incorporated
by Reference................. A-4
Experts...................... A-5
Legal Matters................ A-5
Indemnification.............. A-5
---------------
Toys "R" Us, Inc. has filed with the Securities and Exchange Commission,
Washington, D.C., a Registration Statement under the Securities Act of 1933
with respect to this Offering. This Prospectus omits certain information
contained in the Registration Statement. The information omitted may be
obtained from the Securities and Exchange Commission upon payment of the
regular charge therefor.
TOYS "R" US, INC.
540,000 Shares
- ---------------
COMMON STOCK,
PAR VALUE
$.10 PER SHARE
- --------------
PROSPECTUS
November 8, 1996
==============================================================================
<PAGE>
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-8 and has duly caused this
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 8th day
of November, 1996.
TOYS "R" US, INC.
By: /S/ Louis Lipschitz
----------------------
Louis Lipschitz
Executive Vice President and
Chief Financial Officer
POWER OF ATTORNEY
The Registrant and each person whose signature appears below hereby
appoint Michael Goldstein and Louis Lipschitz, and each of them, as their
attorneys-in-fact, with full power of substitution, to execute in their names
and on behalf of the Registrant and each such person, individually and in each
capacity stated below, one or more amendments (including post-effective
amendments) to this Registration Statement as the attorney-in-fact acting on
the premise shall from time to time deem appropriate and to file any such
amendment to this Registration Statement with the Securities and Exchange
Commission.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated, on this 8th day of November, 1996.
Name and Signature Title
- --------------------- -----
/s/Charles Lazarus Chairman of the Board
- ---------------------
/s/Michael Goldstein Vice Chairman and Chief
- --------------------- Executive Officer (Principal Executive
Officer)
/s/Robert C. Nakasone Director, President and
- ---------------------- Chief Operating Officer
/s/Louis Lipschitz Executive Vice President and
- ------------------- Chief Financial Officer
(Principal Financial Officer)
/s/Joseph J. Lombardi Vice President - Controller
- ---------------------- (Principal Accounting Officer)
/s/Robert A. Bernhard Director
- ---------------------
/s/RoAnn Costin Director
- ----------------
/s/Milton S. Gould Director
- -------------------
/s/Shirley Strum Kenny Director
- ----------------------
/s/Norman S. Matthews Director
- ----------------------
/s/Howard W. Moore Director
- ----------------------
/s/Harold M. Wit Director
- ----------------------
EXHIBIT 5
[LETTERHEAD OF SCHULTE ROTH & ZABEL LLP]
November 8, 1996
Toys "R" Us, Inc.
461 From Road
Paramus, New Jersey 07652
Dear Sirs:
We have acted as counsel to Toys "R" Us, Inc., a Delaware corporation
(the "Company"), in connection with the preparation and filing by the Company
with the Securities and Exchange Commission (the "Commission") of a
Registration Statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), relating to, among
other things, the offer and sale of an aggregate of 540,000 shares of Common
Stock, par value $.10 per share, of the Company plus an indeterminate amount of
additional shares as may be required to prevent dilution covered by the
Registration Statement pursuant to Rule 416 under the Securities Act (the
"Shares"). The Shares may be offered and sold from time to time by two senior
officers of the Company (the "Stockholders") who will acquire such shares upon
the exercise of stock options (the "Options").
In this capacity, we have examined originals, telecopies or copies,
certified or otherwise identified to our satisfaction, of such records of the
Company and all such agreements, certificates of public officials, certificates
of officers or representatives of the Company and others, and such other
documents, certificates and corporate or other records as we have deemed
necessary or appropriate as a basis for this opinion.
In our examination, we have assumed the genuineness of all
signatures, the legal capacity of natural persons signing or delivering any
instrument, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies and the authenticity of the originals of such latter
documents. As to any facts material to this opinion that were not
independently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and
others.
Based upon the foregoing, and having regard for such legal
considerations as we deem relevant, we are of the opinion that the Shares to be
offered and sold by the Stockholders pursuant to the Registration Statement
have been duly authorized and, when issued and delivered to and paid for by the
Stockholders in accordance with the terms of the Options, will be validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"Legal Matters" in the Prospectuses which form a part thereof. In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Schulte Roth & Zabel LLP
EXHIBIT 23.1
[LETTERHEAD OF ERNST & YOUNG LLP]
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-8) and related Prospectuses pertaining to the
Stock Option Agreement and Plan of Toys "R" Us, Inc. and to the incorporation
by reference therein of our report dated March 13, 1996, with respect to the
consolidated financial statements of Toys "R" Us, Inc. and subsidiaries
incorporated by reference in its Annual Report (Form 10-K) for the year ended
February 3, 1996, filed with the Securities and Exchange Commission.
Ernst & Young LLP
/s/ Ernst & Young LLP
New York, New York
November 8, 1996
