Registration No.
33-42237
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________________
POST-EFFECTIVE AMENDMENT NO. 2
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
(State or other jurisdiction of incorporation or organization)
22-3260693
(I.R.S. Employer Identification No.)
TOYS "R" US, INC.
461 From Road
Paramus, New Jersey 07652
(201) 262-7800
(Address of principal executive offices)
_________________________________
Louis Lipschitz
Executive Vice President
and Chief Financial Officer
TOYS "R" US, INC.
461 From Road
Paramus, New Jersey 07652
(201) 599-6981
(Name and address of agent for service)
Copies to:
ANDRE WEISS, ESQ.
SCHULTE ROTH & ZABEL LLP
900 Third Avenue
New York, New York 10022
(212) 756-2431
_______________________________________
Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes effective.
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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 continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. / /
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. /X/
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
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<PAGE>
DEREGISTRATION OF SECURITIES
TOYS "R" US, INC. (the "Registrant") by this Post-Effective
Amendment No. 2 to its Registration Statement on Form S-3 (No. 33-42237)
originally filed with the Securities and Exchange Commission (the "SEC") on
August 13, 1991, and as amended by the filing of a post-effective amendment
with the SEC on January 5, 1996 (the "Registration Statement"), hereby
withdraws from registration under the Securities Act of 1933, as amended, the
unsold portion of debt securities (the "Debt Securities") with an aggregate
principal amount equal to U.S. $100,000,000, registered under the Registration
Statement.
REASON FOR DEREGISTRATION
The Registrant no longer intends to offer or sell the Debt
Securities pursuant to the Registration Statement.
SIGNATURES
Pursuant to Rule 478 of the General Rules and Regulations under the
Securities Act of 1933, as amended, the Registrant has duly caused this Post-
Effective Amendment No. 2 to the Registration Statement to be signed on its
behalf by the Agent for Service designated therein, in the City of Paramus,
State of New Jersey, on this 22nd day of September, 1997.
TOYS "R" US, INC.
By: /s/ Louis Lipschitz
Louis Lipschitz
Executive Vice President and
Chief Financial Officer
and Agent For Service of Process
