SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 18
Under the Securities Exchange Act of 1934
TOYS "R" US INC.
(Name of Issuer)
COMMON STOCK, par value $.10 per share
(Title of Class and Securities)
892335-10-0
(CUSIP Number of Class of Securities)
Peter A. Left
Vice Chairman, Chief Operating Officer,
Chief Financial Officer and Secretary
Petrie Stores Corporation
70 Enterprise Avenue
Secaucus, New Jersey 07084
201-866-3600
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Richard T. Prins, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
April 20, 1994
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Schedule 13D and is filing this schedule
because of Rule 13d-1(b)(3) or (4), check the following
box: ___
|___|
Check the following box if a fee is being paid with this
statement: ___
|___|
SCHEDULE 13D
CUSIP NO. 892335-10-0
NAMES OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Petrie Stores Corporation 36-213-7966
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
40,402,488
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 40,402,488
PERSON
WITH 10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
40,402,488
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11
EXCLUDES CERTAIN SHARES* ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
13.91%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
The undersigned hereby amends and restates this
Statement on Schedule 13D as set forth below:
Item 1. Security and Issuer.
This statement relates to the common stock, par
value $.10 per share (the "Shares"), of Toys "R" Us Inc.,
a Delaware corporation (the "Issuer"). The address of
the principle executive offices of the Issuer is 395 West
Passaic Street, Rochelle Park, New Jersey 07662.
Item 2. Identity and Background.
(a)-(c) This statement is being filed by Petrie
Stores Corporation, a New York corporation (the
"Company"). The address of the principle executive
offices of the Company is 70 Enterprise Avenue, Secaucus,
New Jersey 07084. The Company and its subsidiaries
operate a chain of approximately 1700 women's specialty
stores, principally under the trade names of "Petrie's,"
"Marianne," "M.J Carroll," "Stuarts," "Hartfield's,"
"Winkelman's," "Jean Nicole," "G&G," "Rave" and "Plus".
Information as to each of the executive officers and
directors of the Company is set forth on Schedule I
hereto. Each of such persons is a citizen of the United
States. Milton Petrie, Chairman of the Board of the
Company, beneficially owns 28,111,274 shares of the
common stock of the Company, constituting approximately
60% of the outstanding and 54% of the fully diluted
shares of common stock of the Company. Information with
respect to Mr. Petrie is included in Schedule I hereto.
(d) During the last five years, neither the Company
nor, to the best of the Company's knowledge, any of the
individuals named in Schedule I hereto, has been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, neither the Company
nor, to the best of the Company's knowledge, any of the
individuals named in Schedule I hereto, has been a party
to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal
or state securities laws or finding any violations with
respect to such laws.
Item 3. Source and Amount of Funds or Other
Consideration.
Through the date hereof the Company has expended
$27,207,539 in the aggregate to purchase the 40,402,488
Shares owned by it. All of such funds were from the
general working capital of the Company.
Item 4. Purpose of Transaction.
The Company acquired the Shares for investment.
On April 20, 1994 the Company entered into an
Acquisition Agreement (the "Acquisition Agreement") with
the Issuer, pursuant to which the Company agreed to
transfer all of the Shares held by the Company and its
subsidiaries and, at the option of the Company, cash to
the Issuer in exchange for newly issued Shares with an
equivalent value, less $115,000,000. The closing of the
transaction is conditioned upon, among other things, the
Company disposing of its retail operations in a manner to
be determined by the Company's Board of Directors. The
Acquisition Agreement provides that nothing in the
agreement shall require the Company to effect such
disposition other than on terms the Company's Board of
Directors finds acceptable. As a condition to Mr.
Petrie's willingness to execute the Voting Agreement (as
hereinafter defined), Mr. Petrie required, and the Board
of Directors agreed, that such disposition will not be
effected other than in a form (i.e., a rights offering in
which the Company's shareholders would be given the
opportunity to purchase shares in a new holding company
for the Company's retail operations, a sale to a third-
party buyer or a public offering of the shares of a new
holding company for the Company's retail operations) Mr.
Petrie finds acceptable. Promptly after the closing of
the transaction and the disposition of the Company's
retail operations, the Company will liquidate and
distribute to its stockholders the newly issued Shares,
except an amount to be held in a liquidating trust
established to cover the Company's contingent liabilities
as of the time of the closing. The closing of the
transaction is also conditioned upon the Company
receiving a favorable ruling from the Internal Revenue
Service to the effect that the disposition of Shares and
cash to the Issuer in exchange for newly issued Shares,
the subsequent liquidation of the Company and
distribution of Shares to the Company's stockholders will
be nontaxable transactions to the Company and its
stockholders. The transaction is also subject to the
approval of holders of two-thirds of the Company's
outstanding common shares. Mr. Petrie has agreed to vote
his shares in favor of the transaction pursuant to a
Voting Agreement and Proxy (the "Voting Agreement"),
dated as of April 20, 1994 between Mr. Petrie and the
Issuer. The Acquisition Agreement limits the Company's
ability to take certain actions, including disposing of
or pledging Shares.
The Company presently intends to sell a sufficient
number of Shares to receive proceeds aggregating
$19,232,000. Any such sales would depend on market
conditions and other factors.
Except as set forth in this Item 4 and the
Acquisition Agreement, neither the Company nor, to the
best knowledge of the Company, any of the individuals
named in Schedule I hereto, has any plans or proposals
which relate to or which would result in any of the
actions specified in clauses (a) through (j) of Item 4 of
Schedule 13D.
The Acquisition Agreement was previously filed as an
exhibit to this Statement is incorporated herein by
reference. The Voting Agreement was previously filed as
an exhibit to this Statement and is incorporated herein
by reference. The Press Release, dated April 20, 1994,
announcing the signing of the Acquisition Agreement was
previously filed as an exhibit to this Statement and is
incorporated herein by reference.
Item 5. Interest in Securities of the Issuer.
(a)-(b) The Company beneficially owns 40,402,488
Shares, constituting approximately 13.91% of the
290,438,557 Shares outstanding on November 22, 1993.
Except for Mr. Petrie, to the best of the Company's
knowledge, none of the individuals named in Schedule I
hereto, beneficially owns any Shares. The Company has
sole voting and dispositive power with respect to such
Shares.
(c) Neither the Company nor, to best of the
Company's knowledge, any of the individuals named in
Schedule I hereto, other than Alan C. Greenburg, has
effected any transaction in the Shares during the past 60
days. On March 24, 1994, Alan C. Greenburg disposed of
3,900 Shares at a price of $25 3/4 per share and 5,100
Shares at a price of $26 per share in open market
transactions.
(d)-(e) Inapplicable.
Item 6. Contracts, Agreements, Underwriting or
Relationships with Respect to Securities of the Issuer.
On April 20, 1994 the Company entered into the
Acquisition Agreement with the Issuer. The Acquisition
Agreement was previously filed as an exhibit to this
Statement and is incorporated herein by reference.
Item 7. Material to be Filed as Exhibits.
No exhibits are attached to this Amendment No. 18.
The following exhibits, however, were attached to the
Schedule 13D filed on April 22, 1994.
Exhibit A Acquisition Agreement, dated as of
April 20, 1994, between the Company
and the Issuer.
Exhibit B Voting Agreement, dated as of April
20, 1994, between Milton Petrie and
the Issuer.
Exhibit C Press Release, issued April 20, 1994.
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF PETRIE STORES CORPORATION
The name, business address, present principal
occupation or employment, and the name, principal
business and address of any corporation or other
organization in which such employment is conducted, of
each of the directors and executive officers of Petrie
Stores Corporation (the "Company") is set forth below.
If no business address is given, the director's or
officer's address is Petrie Stores Corporation, 70
Enterprise Avenue, Secaucus, New Jersey 07094. Unless
otherwise indicated, each occupation set forth opposite
an executive officer's name refers to employment with the
Company. Directors of the Company are indicated with an
asterisk.
Present Principal Occupation
or Employment and
Name and Principal Business of Corporation
Business Address in Which Employment is Conducted
Stephen A. Birk Senior Vice President of the
Company
Joseph H. Flom* Partner--Skadden, Arps, Slate,
Skadden, Arps, Slate, Meagher & Flom (attorneys)
Meagher & Flom
919 Third Avenue
New York, NY 10022
Jay Galin* Executive Vice President of the
Company and President of G&G Shops
Inc., a wholly-owned subsidiary of
the Company
Scott Galin Senior Vice President of the
Company
Umberto Gallo Senior Vice President of the
Company
Hilda Kirschbaum Gerstein* Vice Chairman of the Company
Alan C. Greenburg* Chairman of the Board and Chief
Bear, Stearns & Co. Executive Officer of The Bear
245 Park Avenue Stearns Companies, Inc. (investment
New York, NY 10167 banking)
Barton Heminover Vice President and Treasurer of the
Company
Michael J. Jackson Senior Vice President and
Controller of the Company
Allan Laufgraben* Vice Chairman, Chief Executive
Officer and President of the
Company
Peter A. Left* Vice Chairman, Chief Operating
Officer, Chief Financial Officer
and Secretary of the Company
Daniel G. Maresca* Executive Vice President of the
Company and President of Winkelman
Stores Inc., a wholly-owned
subsidiary of the Company
Louis Mascolo Senior Vice President of the
Company
Richard J. Pesce Senior Vice President of the
Company
Samuel David Polese Senior Vice President of the
Company
Carroll Petrie* Private Investor
834 Fifth Avenue
New York, NY 10021
Milton Petrie* Chairman of the Board of the
Company
Jean Roberts* Executive Vice President of the
Company
Dorothy Fink Stern* Executive Vice President of the
Company
Laurence A. Tisch* Chairman of the Board, Co-Chief
CBS Network Executive Officer and a Director of
51 West 52nd Street Loews Corp. (diversified holding
35th Floor company)
New York, NY 10019
Raymond S. Traubh* Financial Consultant
10 Rockefeller Plaza
New York, NY 10020
Jeffrey M. Zelenko Senior Vice President of the
Company
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: April 27, 1994
PETRIE STORES CORPORATION
By: /s/Peter A. Left
Name: Peter A. Left
Title: Vice Chairman, Chief
Operating Officer, Chief
Financial Officer and
Secretary
