SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) March 20, 2000
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TOYS "R" US, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-11609 22-3260693
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
461 From Road, Paramus, New Jersey 07652
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 262-7800
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS.
Filed herewith is a copy of the press release, dated March 20, 2000,
issued by Toys "R" Us, Inc. announcing a proposed initial public
offering in Japan of shares of Toys "R" Us - Japan, Ltd.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
(99) Press Release, dated March 20, 2000.
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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.
By: /s/ Louis Lipschitz
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Louis Lipschitz
Executive Vice President and Chief
Dated: April 5, 2000 Financial Officer
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TOYS "R" US, INC.
FORM 8-K
CURRENT REPORT
EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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(99) Press Release, dated March 20, 2000.
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CONTACT: MEDIA FINANCIAL
Lawrence A. Rand/Molly Morse Louis Lipschitz
Kekst and Company Toys "R" Us
(212) 521-4800 (201) 802-5548
FOR IMMEDIATE RELEASE
TOYS "R" US ANNOUNCES ADDITIONAL SHAREHOLDER VALUE INITIATIVES
-- TOYS "R" US JAPAN PLANS JAPANESE INITIAL PUBLIC OFFERING --
-- BOARD AUTHORIZES ADDITIONAL $1 BILLION SHARE REPURCHASE PROGRAM --
--ACTIONS WILL COMPLEMENT RESULTS OF IMPROVING OPERATIONAL STRATEGIES --
PARAMUS, NEW JERSEY, MARCH 20, 2000 - Toys "R" Us, Inc. (NYSE: TOY) announced
today that its Board of Directors has approved two key actions designed to
complement the results of its operational initiatives in creating value for its
shareholders. These actions include an initial public offering ("IPO") in Japan
of shares of Toys "R" Us - Japan, Ltd. ("Toys - Japan"), as well as an
additional $1 billion share repurchase program.
John Eyler, President and Chief Executive Officer, said, "I am very pleased with
the actions being announced today which are aimed at enhancing shareholder value
in addition to the steps we are taking to improve our operating strategies.
Since I joined the company two months ago, the management team and I have been
thoroughly reviewing our business and seeking ways to drive Toys "R" Us's
earnings growth. Based on these efforts, we have identified and are rapidly
implementing comprehensive initiatives that will allow us to better serve our
customers -- leading to higher sales and improved productivity -- ranging from
differentiating our product assortment in order to best distinguish ourselves
from our competitors to assessing and investing in the remodeling of our stores.
Today's announcement of the IPO of our Japanese business and the authorization
of our new $1 billion share repurchase plan indicates further ways for us to
generate higher returns for our shareholders."
INITIAL PUBLIC OFFERING OF TOYS-JAPAN
Under the initial public offering plan, Toys - Japan and the company will offer
primary and secondary shares, respectively, to the public in Japan during the
first half of fiscal 2000. This offering is subject to Japanese government
approval and risks associated with market conditions. After the offering, the
company will retain a significant ownership stake of Toys - Japan, although less
than 50% of the then outstanding shares. Accordingly, the company will no longer
consolidate the financial statements of Toys - Japan. Toys - Japan will operate
as a licensee of Toys "R" Us, Inc.
"In only eight years our Japanese business has grown to 93 stores and
approximately 10% of our worldwide sales. This demonstrates Toys - Japan's
ability to operate independently. We will derive benefits from our share of Toys
- - Japan's future earnings, as well as through royalty income. Furthermore, the
elimination of debt relating to the Toys - Japan business will greatly enhance
the strength of our balance sheet," Mr. Eyler continued.
NEW SHARE REPURCHASE PROGRAM
The new $1 billion share repurchase program authorized by the company's Board of
Directors is in addition to the company's existing $1 billion share repurchase
program announced in 1998, under which it has bought back more than 53 million
shares of its common stock. There is approximately $6 million remaining under
the 1998 repurchase program. Under the new repurchase program, the company is
authorized to repurchase shares of its common stock in open market purchases,
private transactions or otherwise. Repurchases will be made at such times and
from time to time, and at such prices, as the company believes are appropriate
based on the company's projected total debt to total capital. In measuring this
ratio, the company capitalizes all of its operating leases.
Mr. Eyler concluded, "This new $1 billion share repurchase program reflects the
Board's belief that Toys "R" Us stock is undervalued, given the strength of our
global, highly recognizable brand name and the additional value we are creating
through our operating strategies. We firmly believe that the initiatives we have
in place to improve our operations and the actions we are pursuing, in terms of
the IPO in Japan, the strategic partnerships we have created at our Internet
subsidiary, toysrus.com, and the new share repurchase program, position Toys "R"
Us to deliver increased benefits to our shareholders."
Toys "R" Us -- The world's leading resource on kids, families and fun currently
operates 1,552 stores: 710 toy stores in the United States; 465 international
toy stores, including franchise stores; 205 Kids "R" Us children's clothing
stores, 132 Babies "R" Us stores and 40 Imaginarium stores. The company also
sells merchandise through its Internet sites at http://www.toysrus.com and
http://www.imaginarium.com and through mail order catalogues.
Toys - Japan is currently 80% owned by the company and 20% owned by
McDonald's Co. (Japan), Ltd.
The shares of Toys - Japan will not be registered under the Securities Act of
1933, as amended, and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
This press release contains certain "forward-looking" statements within the
meaning of Section 27A of the Securities Act of 1933, as amended, and Section
21E of the Securities Exchange Act of 1934, as amended, which are intended to be
covered by the safe harbors created thereby. Such statements should be
considered as subject to risks and uncertainties that exist in the company's
operations and business environment that could render actual outcomes and
results materially different than predicted. Factors that could constitute risks
are set forth in documents filed by the company with the Securities and Exchange
Commission.
