As filed with the Securities and Exchange Commission
on October 9, 1997
Registration No. 333-
- ----------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
___________________________________
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.)
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
Executive Vice President and Chief Financial Officer
TOYS "R" US, INC.
461 From Road
Paramus, New Jersey 07652
(201) 262-7800
Copy to:
Andre Weiss, Esq.
Schulte Roth & Zabel LLP
900 Third Avenue
New York, New York 10022
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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 continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act"), other than securities offered only in
connection with dividend or interest reinvestment plans, 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 filed to register additional securities for an offering
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. [ ]
CALCULATION OF REGISTRATION FEE
_____________________________________________________________________________
Title of Proposed Proposed
each class of maximum maximum Amount
securities Amount offering aggregate of
to be to be price per offering registration
registered registered(1) share(2) price(2) fee
- -----------------------------------------------------------------------------
Common Stock, 3,500,000 shares $35.4375 $124,031,250 $37,585.23
par value
$.10 per
share
_____________________________________________________________________________
(1) The common stock, par value $.10 per share (the "Common Stock"), of Toys
"R" Us, Inc., a Delaware corporation (the "Company"), being registered hereby
represents the maximum estimated number of shares ("Shares") of Common Stock
that, from time to time, may be sold or offered for sale, on the New York
Stock Exchange or otherwise, by certain trusts (the "Trusts") established
under the Toys "R" Us, Inc. Partnership Group Deferred Compensation Plan (the
"Partnership Group Plan"). The Company maintains the Partnership Group Plan
for the purpose of providing selected employees of the Company and its
subsidiaries (the "Selected Employees") the opportunity to defer receipt of
specified portions of their compensation.
The right to defer compensation may be granted to a Selected Employee
pursuant to certain benefit plans and agreements sponsored by the Company
(collectively, the "Plans"), including the following: (i) the Partnership
Group Plan; (ii) the Company's Management Incentive Compensation Plan (the
"Compensation Plan"); (iii) the Company's 1994 Stock Option and Performance
Incentive Plan (the "1994 Incentive Plan"); (iv) the Company's Stock Option
Agreement and Plan, dated as of May 17, 1995, between the Company and each of
Michael Goldstein and Robert Nakasone (the "1995 Agreement and Plan"); (v) (A)
the Company's Stock Option Agreement and Plan, dated as of December 2, 1992,
between the Company and Michael Goldstein and (B) the Company's Stock Option
Agreement and Plan, dated as of December 2, 1992, between the Company and
Robert Nakasone (collectively, the "1992 Agreements and Plans"); (vi) (A) the
Stock Option Agreement, dated as of February 1, 1988, between the Company and
Michael Goldstein and (B) the Stock Option Agreement, dated as of February 1,
1988, between the Company and Robert Nakasone (collectively, the "1988
Agreements"); (vii) the Company's Stock Option Plan, adopted on April 7, 1978
(the "Option Plan"); and (viii) the 1994 Baby Superstore, Inc. Stock Incentive
Plan, which was assumed by the Company on February 3, 1997, in connection with
the merger of the Company with Baby Superstore, Inc. (the "Baby Superstore
Plan").
The Company has filed with the Commission the following registration
statements in connection with the Plans: (a) a registration statement on Form
S-8, File No. 333-11861, filed on September 12, 1996, registering the deferred
compensation obligations payable by the Company under the Partnership Group
Plan; (b) a registration statement on Form S-8, File No. 333-20385, filed on
January 24, 1997, registering Shares reserved for issuance to participants in
the Compensation Plan; (c) a registration statement on Form S-8, File No. 033-
64315, filed on November 16, 1995, registering Shares acquirable upon the
exercise of options under the 1994 Incentive Plan; (d) a registration
statement on Form S-8, File No. 333-15841, filed on November 8, 1996,
registering Shares acquirable by Mr. Goldstein and Mr. Nakasone upon the
exercise of options under the 1995 Agreement and Plan; (e) a registration
statement on Form S-3, File No. 33- 51359, filed on December 8, 1993,
registering Shares acquirable by Mr. Goldstein and Mr. Nakasone upon the
exercise of options under the 1992 Agreements and Plans; (f) a registration
statement on Form S-3, File No. 33-23264, filed on July 22, 1988, registering
Shares acquirable by Mr. Goldstein and Mr. Nakasone upon the exercise of
options under the 1988 Agreements; (g) a registration statement on Form S-8,
File No. 2-64887, filed on June 25, 1979, registering Shares acquirable upon
the exercise of options under the Option Plan; and (h) a post-effective
amendment on Form S-8, File No. 333-18863, filed as of February 21, 1997,
registering Shares acquirable upon the exercise of options awarded under the
Baby Superstore Plan.
Pursuant to the Plans, Selected Employees may defer compensation or
awards that are payable to them under the Compensation Plan, the 1994
Incentive Plan, the 1995 Agreement and Plan, the 1992 Agreements and Plans,
the 1988 Agreements, the Option Plan, the Baby Superstore Plan, other benefit
plans and programs, employment agreements or other arrangements (collectively,
the "Benefit Arrangements"). In accordance with the applicable Benefit
Arrangement, deferred compensation or awards may include Shares ("Stock
Compensation") or non-Stock Compensation.
Under the Partnership Group Plan, upon an election by a Selected
Employee to defer compensation, or as may otherwise be required by the Plans,
the Company deposits any Stock Compensation, Shares equivalent to any stock-
denominated awards and other assets, including Shares equal in value to the
amount of compensation deferred, into one or more of the Trusts. Shares
deposited into the Trusts in place of non-Stock Compensation may be purchased
by the Company on the open market or obtained from the Company's Treasury.
The Trusts are maintained by American Express Trust Company, a Minnesota
trust company (the "Trustee"), which acts at the direction of the Partnership
Group Plan's Administrative Committee (the "Administrative Committee"), in
order to provide the Company with a source of funds for the deferred
compensation obligations payable under the Partnership Group Plan. The
Trustee is authorized, upon written instructions received from the
Administrative Committee, but subject to the ability of the Management
Compensation and Stock Option Committee of the Board of Directors of the
Company to restrict the Administrative Committee, to invest and reinvest the
assets of a Trust, including, if advisable based on market conditions, the
sale of Shares held in such Trust and reinvestment of the proceeds.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rules 457(c) and 457(h)(1) under the Securities Act, based on the
average of the high and low prices ($35.4375) of the Common Stock as reported
on the New York Stock Exchange Composite Tape on October 6, 1997.
_____________________________________________________________________
Pursuant to Rule 416 of the Securities Act, this Registration Statement also
covers such additional indeterminate number of shares of Common Stock as may
be required to prevent dilution in the event of a stock dividend, split-up,
recapitalization, reorganization, consolidation or merger, as provided under
the provisions of the Partnership Group Plan.
<PAGE>
PROSPECTUS TOYS "R" US, INC.
461 From Road
Paramus, New Jersey 07652
Telephone No. (201) 262-7800
_______________________
Common Stock, par value $.10 per share
3,500,000 Shares
______________________
This Prospectus relates to the sale or offer for sale, from time
to time, on the New York Stock Exchange or otherwise, of up to 3,500,000
shares of Common Stock, par value $.10 per share ("Shares"), of Toys "R" Us,
Inc., a Delaware corporation (the "Company"), by certain trusts (the "Trusts")
established under the Toys "R" Us, Inc. Partnership Group Deferred
Compensation Plan (the "Partnership Group Plan"). The Company maintains the
Partnership Group Plan in order to provide selected employees of the Company
and its subsidiaries (the "Selected Employees") the opportunity to defer
receipt of specified portions of their compensation. The right to defer
compensation may be granted to a Selected Employee pursuant to one or more of
several benefit plans and agreements, including the Partnership Group Plan,
and is applicable to compensation or awards that are payable under certain of
these benefit plans and agreements, other plans and programs, employment
agreements or other arrangements with the Company. Deferred compensation or
awards may include Shares ("Stock Compensation") or non-Stock Compensation.
Non-Stock Compensation may be deposited into the Trusts in the form of Shares
purchased by the Company on the open market or obtained from the Company's
Treasury. Pursuant to the Partnership Group Plan, the Partnership Group
Plan's Administrative Committee may direct the trustee of the Partnership
Group Plan to sell or offer for sale Shares held in the Trusts. In connection
with such sales or offers for sale, the Trusts and the brokers through whom
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"). Any of the proceeds from the sale of Shares offered hereby will be
redeposited in the Trusts for the benefit of the Selected Employees. 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 a Trust will be borne by such
Trust; provided, however, that the Company will bear certain tax expenses in
connection with income earned by the Trusts.
_______________________
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 October 9, 1997.
_____________________________________________________________________________
Underwriting discounts Proceeds to issuer or
Price to public(1) and commissions(2) other persons(3)(4)
_____________________________________________________________________________
Per unit $35.4375 $0 $35.4375
Total $124,031,250 $0 $124,031,250
_____________________________________________________________________________
(1) The securities offered hereunder will be sold, from time to time, on the
New York Stock Exchange or otherwise, at the then prevailing market price.
The price to the public shown is estimated based on the average of the high
and low prices ($35.4375) of the Shares as reported on the New York Stock
Exchange Composite Tape on October 6, 1997.
(2) Ordinary brokerage commissions may apply.
(3) The Company will not receive any of the proceeds from the sale of the
Shares offered hereby. All proceeds will be directed to the Trusts.
(4) The estimated total expenses to be incurred by the Company in connection
with the issuance and distribution of securities hereunder is $79,644.10.
<PAGE>
Page 2
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 Shares are 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 premier retailer of children's
products, currently operating 1,404 stores: 682 toy stores in the United
States, 418 toy stores located outside the United States, including franchise
stores, 212 Kids "R" Us children's clothing stores, 86 Babies "R" Us stores
and 2 KidsWorld 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 Shares are listed on the New York Stock Exchange under
the symbol "TOY".
Page 3
THE OFFERING
This Prospectus relates to the sale or offer for sale, from time
to time, on the New York Stock Exchange or otherwise, of up to 3,500,000
Shares by certain Trusts established under the Partnership Group Plan. The
Partnership Group Plan is maintained by the Company for the purpose of
providing the Selected Employees the opportunity to defer receipt of specified
portions of their compensation.
The right to defer compensation may be granted to a Selected
Employee pursuant to certain benefit plans and agreements sponsored by the
Company (collectively, the "Plans"), including the following: (i) the
Partnership Group Plan, (ii) the Company's Management Incentive Compensation
Plan (the "Compensation Plan"), (iii) the Company's 1994 Stock Option and
Performance Incentive Plan (the "1994 Incentive Plan"), (iv) the Company's
Stock Option Agreement and Plan, dated as of May 17, 1995, between the Company
and each of Michael Goldstein and Robert Nakasone (the "1995 Agreement and
Plan"); (v) (A)the Company's Stock Option Agreement and Plan, dated as of
December 2, 1992, between the Company and Michael Goldstein and (B) the
Company's Stock Option Agreement and Plan, dated as of December 2, 1992,
between the Company and Robert Nakasone (collectively, the "1992 Agreements
and Plans"); (vi) (A) the Stock Option Agreement, dated as of February 1,
1988, between the Company and Michael Goldstein and (B) the Stock Option
Agreement, dated as of February 1, 1988, between the Company and Robert
Nakasone (collectively, the "1988 Agreements"); (vii) the Company's Stock
Option Plan, adopted on April 7, 1978 (the "Option Plan"); and (viii) the 1994
Baby Superstore, Inc. Stock Incentive Plan, which was assumed by the Company
on February 3, 1997, in connection with the merger of the Company with Baby
Superstore, Inc. (the "Baby Superstore Plan").
The Company has filed with the Commission the following
registration statements in connection with the Plans: (a) a registration
statement on Form S-8, File No. 333-11861, filed on September 12, 1996,
registering the deferred compensation obligations payable by the Company under
the Partnership Group Plan; (b) a registration statement on Form S-8, File No.
333-20385, filed on January 24, 1997, registering Shares reserved for issuance
to participants in the Compensation Plan; (c) a registration statement on Form
S-8, File No. 033-64315, filed on November 16, 1995, registering Shares
acquirable upon the exercise of options under the 1994 Incentive Plan; (d) a
registration statement on Form S-8, File No. 333-15841, filed on November 8,
1996, registering Shares acquirable by Mr. Goldstein and Mr. Nakasone upon the
exercise of options under the 1995 Agreement and Plan; (e) a registration
statement on Form S-3, File No. 33- 51359, filed on December 8, 1993,
registering Shares acquirable by Mr. Goldstein and Mr. Nakasone upon the
exercise of options under the 1992 Agreements and Plans; (f) a registration
statement on Form S-3, File No. 33-23264, filed on July 22, 1988, registering
Shares acquirable by Mr. Goldstein and Mr. Nakasone upon the exercise of
options under the 1988 Agreements; (g) a registration statement on Form S-8,
File No. 2-64887, filed on June 25, 1979, registering Shares acquirable upon
the exercise of options under the Option Plan; and (h) a post-effective
amendment on Form S-8, File No. 333-18863, filed as of February 21, 1997,
registering Shares acquirable upon the exercise of options awarded under the
Baby Superstore Plan.
Page 4
Pursuant to the Plans, Selected Employees may defer compensation
or awards that are payable to them under the Compensation Plan, the 1994
Incentive Plan, the 1995 Agreement and Plan, the 1992 Agreements and Plans,
the 1988 Agreements, the Option Plan, the Baby Superstore Plan, other benefit
plans and programs, employment agreements or other arrangements (collectively,
the "Benefit Arrangements"). Depending on the terms of the applicable Benefit
Arrangement, such compensation may include cash, Stock Compensation, stock
denominated awards, including Shares to be received on the exercise of stock
options, or other property to be received from the Company or a subsidiary of
the Company, including salary, annual incentive awards and long term awards.
Under the Partnership Group Plan, upon an election by a Selected
Employee to defer compensation, or as may otherwise be required by the Plans,
the Company deposits any Stock Compensation, Shares equivalent to any stock-
denominated awards and other assets, including Shares equal in value to the
amount of compensation deferred, into one or more of the Trusts. Shares
deposited into the Trusts in place of non-Stock Compensation may be purchased
by the Company on the open market or obtained from the Company's Treasury.
The Trusts are maintained by American Express Trust Company, a
Minnesota trust company (the "Trustee"), which acts at the direction of the
Partnership Group Plan's Administrative Committee (the "Administrative
Committee"), in order to provide the Company with a source of funds for the
deferred compensation obligations payable under the Plan. The Trustee, acting
upon written instructions received from the Administrative Committee, but
subject to the ability of the Management Compensation and Stock Option
Committee of the Board of Directors of the Company (the "Compensation
Committee") to restrict the Administrative Committee, may invest and reinvest
the assets of any Trust, including, if advisable based on market conditions,
the sale of Shares in such Trust and reinvestment of the proceeds. The
Selected Employees may make recommendations regarding the timing and
advisability of such sales, but the Administrative Committee is not required
to abide by any such recommendations.
In accordance with the foregoing paragraph, Shares covered by
this Prospectus may be offered and sold, from time to time, by the Trusts
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 Trusts 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
Prospectus. The Trusts and any broker or other person through whom sales are
made by the Trusts may be regarded as "underwriters" within the meaning of the
Securities Act, although the Trusts disclaim such status, and their
compensation may be regarded as 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 a Trust
will be borne by such Trust; provided, however, that the Company will bear
certain tax expenses in connection with income earned by the Trusts.
Page 5
The address of the Trust, the Administrative Committee and the
Compensation Committee is c/o Toys "R" Us, Inc., 461 From Road, Paramus, New
Jersey 07652.
On October 6, 1997, the closing market price of the Shares, as
reported by the New York Stock Exchange, was $ 35.25.
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 fiscal year ended February 1, 1997, 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
consolidated financial statements are incorporated herein by reference in
reliance upon such reports given upon the authority of such firm as experts in
accounting and auditing.
LEGAL MATTERS
Certain legal matters with respect to the Shares 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.
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 1, 1997, 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 fiscal
quarters ended May 3, 1997, and August 12, 1997, filed pursuant to Section
13(a) or 15(d) of the Exchange Act.
3. The Company's Current Report on Form 8-K for February 3,
1997.
4. The Company's Notice of Annual Meeting of Stockholders and
Proxy Statement for its Annual Meeting of Stockholders held on June 4 1997,
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.
Page 6
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.
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 Prospectus. 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........ 2
The Company.................. 2
The Offering................. 3
Experts...................... 5
Legal Matters................ 5
Documents Incorporated
by Reference................. 5
Indemnification.............. 6
---------------
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.
3,500,000 Shares
- ---------------
COMMON STOCK,
PAR VALUE
$.10 PER SHARE
- --------------
PROSPECTUS
October 9, 1997
============================================================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
SEC Filing Fee . . . . . . . . . . . . . $ 37,585.23
Legal Fees . . . . . . . . . . . . . . . 39,558.87
Accounting Fees . . . . . . . . . . . . 2,500.00
----------
Total $ 79,644.10
Item 15. 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 16. Exhibits.
The following is a complete list of exhibits filed as a part of
this Registration Statement:
Exhibit No. Document
4 Toys "R" Us, Inc. Partnership Group
Deferred Compensation Plan
(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 (included with the Signature
Pages to this Registration Statement)
Item 17. 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>
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
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 9th day of October, 1997.
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 9th day of October, 1997.
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
Name and Signature Title
- ---------------------- -----------------------------
/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/Calvin Hill Director
- ----------------------
/s/Shirley Strum Kenny Director
- ----------------------
/s/Norman S. Matthews Director
- ----------------------
/s/Howard W. Moore Director
- ----------------------
/s/Arthur B. Newman Director
- ----------------------
<PAGE>
EXHIBIT 5
[LETTERHEAD OF SCHULTE ROTH & ZABEL LLP]
October 9, 1997
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-3 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "Securities Act"), relating to, among
other things, the offer and sale of a maximum of 3,500,000 shares of Common
Stock, par value $.10 per share, of the Company (the "Shares"). The Shares
may be offered and sold, from time to time, on the New York Stock Exchange or
otherwise, by certain trusts (the "Trusts") established under the Toys "R" Us,
Inc. Partnership Group Deferred Compensation Plan (the "Partnership Group
Plan"). The Partnership Group Plan is maintained by the Company for the
purpose of providing selected employees of the Company and its subsidiaries
the opportunity to defer receipt of specified portions of their compensation.
In our capacity as counsel to the Company in connection with the
preparation and filing by the Company of the Registration Statement, 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 Trusts pursuant to the Registration Statement have
been duly authorized and, when sold by the Trusts in accordance with the terms
of the Partnership Group Plan, 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
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3) and related Prospectus pertaining to the
offer for sale and sale of shares of Common Stock, par value $.10 per share of
Toys "R" Us, Inc. by certain trusts established under the Toys "R" Us, Inc.
Partnership Group Deferred Compensation Plan, and to the incorporation by
reference therein of our report dated March 12, 1997, 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 fiscal year
ended February 1, 1997, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
New York, New York
October 8, 1997
