SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PETRIE STORES CORPORATION
(Name of Issuer)
COMMON STOCK, par value $1.00 per share
(Title of Class and Securities)
716434-10-5
(CUSIP Number of Class of Securities)
Errol M. Cook
WP Investors, Inc.
Warburg, Pincus Investors, L.P.
Warburg, Pincus & Co.
466 Lexington Avenue
New York, New York 10017
(212) 878-0600
With a Copy to:
Stephanie J. Seligman
c/o Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
Louis Lipschitz
Toys "R" Us, Inc.
461 From Road
Paramus, New Jersey 07652
(201) 262-7800
With a Copy to:
Andre Weiss
Schulte Roth & Zabel
900 Third Avenue
New York, New York 10022
(212) 758-0404
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
August 23, 1994
(Date of Event which Requires
Filing of this Statement)
<PAGE>
<PAGE>
If the filing person has previously filed a statement on Sched-
ule 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 state-
ment: |x|
Exhibit Index Appears on Page __
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 716434-10-5
+---+---------------------------------------------------------+
| 1 | NAMES OF REPORTING PERSONS |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS |
| | |
| | WP Investors, Inc. |
+---+---------------------------------------------------------+
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP +--+ |
| | (a) +--+ |
| | +--+ |
| | |x | |
| | (b) +--+ |
+---+---------------------------------------------------------+
| 3 | SEC USE ONLY |
| | |
+---+---------------------------------------------------------+
| 4 | SOURCE OF FUNDS* |
| | OO |
+---+---------------------------------------------------------+
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS +--+ |
| | REQUIRED PURSUANT TO ITEM 2(d) or 2(e) +--+ |
+---+---------------------------------------------------------+
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
+---+---------+---+-------------------------------------------+
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | | None |
|BENEFICIALLY +---+-------------------------------------------+
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | | 28,111,274 (See Item 4) |
| REPORTING +---+-------------------------------------------+
| PERSON | 9 | SOLE DISPOSITIVE POWER |
| WITH | | None |
| +---+-------------------------------------------+
| |10 | SHARED DISPOSITIVE POWER |
| | | None |
+---+---------+---+-------------------------------------------+
|11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING |
| | PERSON |
| | 28,111,274 (See Item 4) |
+---+---------------------------------------------------------+
|12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |
| | CERTAIN SHARES* +--+ |
| | +--+ |
+---+---------------------------------------------------------+
|13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | APPROXIMATELY 60.1% |
+---+---------------------------------------------------------+
|14 | TYPE OF REPORTING PERSON* |
| | CO |
+---+---------------------------------------------------------+
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 716434-10-5
+---+---------------------------------------------------------+
| 1 | NAMES OF REPORTING PERSONS |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS |
| | |
| | Warburg, Pincus Investors, L.P. |
+---+---------------------------------------------------------+
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP +--+ |
| | (a) +--+ |
| | +--+ |
| | |x | |
| | (b) +--+ |
+---+---------------------------------------------------------+
| 3 | SEC USE ONLY |
| | |
+---+---------------------------------------------------------+
| 4 | SOURCE OF FUNDS* |
| | OO |
+---+---------------------------------------------------------+
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS +--+ |
| | REQUIRED PURSUANT TO ITEM 2(d) or 2(e) +--+ |
+---+---------------------------------------------------------+
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
+---+---------+---+-------------------------------------------+
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | | None |
|BENEFICIALLY +---+-------------------------------------------+
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | | 28,111,274 (See Item 4) |
| REPORTING +---+-------------------------------------------+
| PERSON | 9 | SOLE DISPOSITIVE POWER |
| WITH | | None |
| +---+-------------------------------------------+
| |10 | SHARED DISPOSITIVE POWER |
| | | None |
+---+---------+---+-------------------------------------------+
|11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING |
| | PERSON |
| | 28,111,274 (See Item 4) |
+---+---------------------------------------------------------+
|12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |
| | CERTAIN SHARES* +--+ |
| | +--+ |
+---+---------------------------------------------------------+
|13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | APPROXIMATELY 60.1% |
+---+---------------------------------------------------------+
|14 | TYPE OF REPORTING PERSON* |
| | PN |
+---+---------------------------------------------------------+
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-3-
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 716434-10-5
+---+---------------------------------------------------------+
| 1 | NAMES OF REPORTING PERSONS |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS |
| | |
| | Warburg, Pincus & Co. |
+---+---------------------------------------------------------+
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP +--+ |
| | (a) +--+ |
| | +--+ |
| | |x | |
| | (b) +--+ |
+---+---------------------------------------------------------+
| 3 | SEC USE ONLY |
| | |
+---+---------------------------------------------------------+
| 4 | SOURCE OF FUNDS* |
| | OO |
+---+---------------------------------------------------------+
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS +--+ |
| | REQUIRED PURSUANT TO ITEM 2(d) or 2(e) +--+ |
+---+---------------------------------------------------------+
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | New York |
+---+---------+---+-------------------------------------------+
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | | None |
|BENEFICIALLY +---+-------------------------------------------+
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | | 28,111,274 (See Item 4) |
| REPORTING +---+-------------------------------------------+
| PERSON | 9 | SOLE DISPOSITIVE POWER |
| WITH | | None |
| +---+-------------------------------------------+
| |10 | SHARED DISPOSITIVE POWER |
| | | None |
+---+---------+---+-------------------------------------------+
|11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING |
| | PERSON |
| | 28,111,274 (See Item 4) |
+---+---------------------------------------------------------+
|12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |
| | CERTAIN SHARES* +--+ |
| | +--+ |
+---+---------------------------------------------------------+
|13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | APPROXIMATELY 60.1% |
+---+---------------------------------------------------------+
|14 | TYPE OF REPORTING PERSON* |
| | PN |
+---+---------------------------------------------------------+
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-4-
<PAGE>
<PAGE>
SCHEDULE 13D
CUSIP NO. 716434-10-5
+---+---------------------------------------------------------+
| 1 | NAMES OF REPORTING PERSONS |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS |
| | |
| | Toys "R" Us, Inc. |
+---+---------------------------------------------------------+
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP +--+ |
| | (a) +--+ |
| | +--+ |
| | |x | |
| | (b) +--+ |
+---+---------------------------------------------------------+
| 3 | SEC USE ONLY |
| | |
+---+---------------------------------------------------------+
| 4 | SOURCE OF FUNDS* |
| | OO |
+---+---------------------------------------------------------+
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS +--+ |
| | REQUIRED PURSUANT TO ITEM 2(d) or 2(e) +--+ |
+---+---------------------------------------------------------+
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Delaware |
+---+---------+---+-------------------------------------------+
| NUMBER OF | 7 | SOLE VOTING POWER |
| SHARES | | None |
|BENEFICIALLY +---+-------------------------------------------+
| OWNED BY | 8 | SHARED VOTING POWER |
| EACH | | 28,111,274 (See Item 4) |
| REPORTING +---+-------------------------------------------+
| PERSON | 9 | SOLE DISPOSITIVE POWER |
| WITH | | None |
| +---+-------------------------------------------+
| |10 | SHARED DISPOSITIVE POWER |
| | | None |
+---+---------+---+-------------------------------------------+
|11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING |
| | PERSON |
| | 28,111,274 (See Item 4) |
+---+---------------------------------------------------------+
|12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |
| | CERTAIN SHARES* +--+ |
| | +--+ |
+---+---------------------------------------------------------+
|13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | APPROXIMATELY 60.1% |
+---+---------------------------------------------------------+
|14 | TYPE OF REPORTING PERSON* |
| | CO |
+---+---------------------------------------------------------+
*SEE INSTRUCTIONS BEFORE FILLING OUT!
-5-
<PAGE>
<PAGE>
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value
$1.00 per share (the "Shares"), of Petrie Stores Corporation, a
New York corporation (the "Company"). The address of the prin-
cipal executive offices of the Company is 70 Enterprise Avenue,
Secaucus, New Jersey 07094.
Item 2. Identity and Background.
This Statement is filed by WP Investors, Inc., a
Delaware corporation ("WP Investors"), which is a wholly owned
subsidiary of Warburg, Pincus Investors, L.P., a Delaware lim-
ited partnership ("WP Investors, L.P."). WP Investors, L.P. is
primarily engaged in making venture capital and related invest-
ments. Warburg, Pincus & Co. ("WP"), a New York general part-
nership, is the general partner of WP Investors, L.P. The
principal business of WP is to act as the general partner of WP
Investors, L.P. and other entities. Lionel I. Pincus is the
managing partner of WP and may be deemed to control it. The
business address of each of the foregoing is 466 Lexington Av-
enue, New York, New York 10017. WP Investors, WP Investors,
L.P, and WP are hereinafter collectively referred to as the "WP
Reporting Persons".
Schedule I attached hereto sets forth certain addi-
tional information with respect to each director and each exec-
utive officer of WP Investors and each general partner of WP.
None of the WP Reporting Persons nor, to the best of
their knowledge, any person listed in Schedule I hereto, has
been during the last five years (a) convicted in a criminal
proceeding (excluding traffic violations or similar misdemean-
ors) or (b) a party to a civil proceeding of a judicial or ad-
ministrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgement, 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.
This Statement is also filed by Toys "R" Us, Inc., a
Delaware corporation ("Toys" or the "Toys Reporting Person"
and, collectively with the WP Reporting Persons, the "Reporting
Persons"), which is a specialty retailer of toys and childrens'
apparel. The business address of Toys is 461 From Road,
Paramus, New Jersey 07652.
Schedule II attached hereto sets forth certain addi-
tional information with respect to each director and each exec-
utive officer of Toys.
<PAGE>
<PAGE>
Neither the Toys Reporting Person nor, to the best of
its knowledge, any person listed in Schedule II hereto, has
been during the last five years (a) convicted in a criminal
proceeding (excluding traffic violations or similar misdemean-
ors) or (b) a party to a civil proceeding of a judicial or ad-
ministrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgement, 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.
See Item 4. No funds were paid to the Shareholder
(as defined below) by the Reporting Persons in connection with
the execution and delivery of the Toys Voting Agreement or the
WP Voting Agreement (as such terms are defined below).
Item 4. Purpose of Transaction.
On April 20, 1994, Toys and the Company entered into
an Acquisition Agreement, dated as of April 20, 1994, as
amended on May 10, 1994 (the "Acquisition Agreement") pursuant
to which the Company agreed to transfer all of the common
stock, par value $.10 per share (the "Toys Shares"), of Toys
held by the Company and its subsidiaries and cash (up to $250
million) to Toys in exchange for a number of shares of Toys
common stock equal to (a) the number of shares of Toys common
stock held by the Company, less approximately 3.3 million
shares of Toys common stock, plus (b) such amount of cash di-
vided by the market value of a share of Toys common stock. The
closing of the transaction is conditioned upon, among other
things, the Company disposing of its retail operations (the
"Retail Operations") in a manner to be determined by the Com-
pany's Board of Directors and in a manner contemplated by the
IRS Ruling (as defined below). Subject to the terms and condi-
tions of the Acquisition Agreement, promptly after the closing
of the transaction and the disposition of the Retail Opera-
tions, the Company will dissolve and distribute to its stock-
holders the Toys Shares to be received in the foregoing ex-
change, except an amount to be held in a liquidating trust es-
tablished 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 (the "IRS Ruling") to the ef-
fect that the disposition of Toys Shares and cash to Toys in
exchange for newly issued Toys Shares, and the subsequent liq-
uidation of the Company and distribution of Toys Shares to the
Company's stockholders will be nontaxable transactions. The
<PAGE>
<PAGE>
transaction is also subject, among other things, to the ap-
proval of holders of two-thirds of the Company's outstanding
common shares and the ability of the Company to reduce its li-
abilities remaining at the time of its dissolution.
In connection with the execution and delivery of the
Acquisition Agreement, Milton Petrie acting through his powers
of attorney (the "Shareholder") entered into a Voting Agreement
and Proxy (the "Toys Voting Agreement") with Toys pursuant to
which the Shareholder agreed to vote the Shares held by him in
favor of the transactions contemplated by the Acquisition
Agreement. The Shareholder acting through his powers of
attorney also granted to Toys an irrevocable proxy in support
of such agreement to vote such Shares.
On August 23, 1994, WP Investors and the Company en-
tered into a Stock Purchase Agreement, dated as of August 23,
1994 (the "Stock Purchase Agreement") pursuant to which, sub-
ject to the terms and conditions thereof, WP Investors agreed,
among other things, to acquire the Retail Operations of the
Company for $190 million. In connection with the execution and
delivery of the Stock Purchase Agreement, the Shareholder
acting through his powers of attorney, with the consent of
Toys, entered into a Voting Agreement and Proxy (the "WP Voting
Agreement" and, together with the Toys Voting Agreement, the
"Voting Agreements") with WP Investors pursuant to which the
Shareholder agreed to vote the Shares held by him in favor of
the transactions contemplated by the Stock Purchase Agreement.
The Shareholder acting through his powers of attorney also
granted to WP an irrevocable proxy in support of such agreement
to vote his Shares. Toys consented to the execution and
delivery thereof and obtained certain commitments from WP
Investors and the Company in connection therewith which are
contained in a Letter Agreement (the "Letter Agreement"), dated
August 23, 1994, among WP Investors, the Company and Toys.
Except as set forth in this Item 4 and the Voting
Agreements, none of the Reporting Persons has any plans or pro-
posals which relate to or which would result in any of the ac-
tions specified in clauses (a) through (j) of Item 4 of Sched-
ule 13D.
A copy of the Toys Voting Agreement is filed as Ex-
hibit A to this Statement and is incorporated herein by refer-
ence. A copy of the Acquisition Agreement is filed as Exhibit
B to this Statement and is incorporated herein by reference. A
copy of the WP Voting Agreement is filed as Exhibit C to this
Statement and is incorporated herein by reference. A copy of
the Stock Purchase Agreement is filed as Exhibit D to this
Statement and is incorporated herein by reference. A copy of
the Letter Agreement is filed as Exhibit E to this Statement
<PAGE>
<PAGE>
and is incorporated herein by reference. The foregoing summary
is qualified in its entirety by reference to the foregoing
Agreements.
Item 5. Interest in Securities of the Issuer.
(a)-(b) Pursuant to the WP Voting Agreement and the
Toys Voting Agreement, under the circumstances set forth
therein, the WP Reporting Persons and the Toys Reporting Per-
son may be deemed to have shared voting power with the Share-
holder. The Shareholder beneficially owns, and (subject to the
foregoing) has the sole power to vote and dispose of,
28,111,274 Shares, constituting approximately 60.1% of the
46,768,533 Shares that were issued and outstanding as of Janu-
ary 29, 1994. As a result of the limited nature of the Voting
Agreements, the Reporting Persons disclaim beneficial ownership
of any Shares and disclaim that they are members of a group.
(c) None of the Reporting Persons has effected any
transaction in the Shares during the past 60 days.
(d)-(e) Inapplicable.
Item 6. Contracts, Agreements, Underwritings or Relationships
with Respect to Securities of the Issuer.
None, except as set forth in Item 4.
Item 7. Material to be Filed as Exhibits.
Exhibit A Voting Agreement, dated as of April 20, 1994,
between Milton Petrie and Toys "R" Us, Inc.
Exhibit B Acquisition Agreement, dated as of April 20,
1994, between Petrie Stores Corporation and Toys
"R" Us, Inc. together with the amendment thereto
dated May 10, 1994.
Exhibit C Voting Agreement, dated as of
August 23, 1994, between Milton
Petrie and WP Investors, Inc.
Exhibit D Stock Purchase Agreement, dated
as of August 23, 1994 between Petrie
Stores Corporation and WP Investors, Inc.
Exhibit E Letter Agreement, dated August 23, 1994, among
WP Investors, Inc., Petrie Stores Corporation
and Toys "R" Us, Inc.
<PAGE>
<PAGE>
Exhibit F Joint filing agreement
<PAGE>
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowl-
edge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: August 31, 1994
WP INVESTORS, INC.
By: /s/ Reuben S. Leibowitz
Name: Reuben S. Leibowitz
Title: Vice President
WARBURG, PINCUS INVESTORS, L.P.
By: Warburg, Pincus & Co., its
general partner
By:/s/ Reuben S. Leibowitz
Name: Reuben S. Leibowitz
Title: Partner
WARBURG, PINCUS & CO.
By:/s/ Reuben S. Leibowitz
Name: Reuben S. Leibowitz
Title: Partner
TOYS "R" US, INC.
By:/s/Louis Lipschitz
Name: Louis Lipschitz
Title: Senior Vice President
-- Finance and Chief
Financial Officer
<PAGE>
<PAGE>
Schedule I
WP INVESTORS, INC.
Directors
Reuben S. Leibowitz
Lionel I. Pincus
John L. Vogelstein
Officers
Lionel I. Pincus - Chairman of the Board
John L. Vogelstein - President
Reuben Leibowitz - Vice President, Assistant
Secretary
Stephen Distler - Vice President, Treasurer
and Secretary
Christopher W. Brody - Vice President
Errol M. Cook - Vice President
Stewart K. P. Gross - Vice President
Patrick Hackett - Vice President
Jeffrey A. Harris - Vice President
Robert S. Hillas - Vice President
William H. Janeway - Vice President
Charles R. Kaye - Vice President
Henry Kressel - Vice President
Joseph P. Landy - Vice President
Sidney Lapidus - Vice President
Rodman W. Moorhead - Vice President
Howard H. Newman - Vice President
Ernest H. Pomerantz - Vice President
Peter Stalker - Vice President
David A. Tanner - Vice President
James E. Thomas - Vice President
Joanne R. Wenig - Vice President
<PAGE>
<PAGE>
PARTNERS OF WARBURG, PINCUS & CO.
Susan Black
Christopher W. Brody
Harold Brown
Errol M. Cook
Elizabeth B. Dater
Stephen Distler
John L. Furth
Stuart M. Goode
Stewart K.P. Gross
Patrick T. Hackett
Jeffrey A. Harris
Robert S. Hillas
A. Michael Hoffman
William H. Janeway
Douglas M. Karp
Charles R. Kaye
Henry Kressel
Joseph P. Landy
Sidney Lapidus
Edwin F. LeGard, Jr.
Reuben S. Leibowitz
Stephen J. Lurito
Spencer S. Marsh III
Andrew H. Massie, Jr.
Edward J. McKinley
Rodman W. Moorhead III
Howard H. Newman
Anthony G. Orphanos
Lionel I. Pincus
Ernest H. Pomerantz
Arnold M. Reichman
Roger Reinlieb
Sheila N. Scott
Peter Stalker III
David A. Tanner
James E. Thomas
John L. Vogelstein
Joanne R. Wenig
Pincus & Co.
NL & Co.*
*(Richard H. King, Dale C. Christensen, Judhvir Parmar,
Dominic H. Shorthouse)
2
<PAGE>
<PAGE>
Schedule II
TOYS "R" US, INC.
Directors
Robert A. Bernhard
Michael Goldstein
Milton S. Gould
Shirley Strum Kenny
Charles Lazarus
Reuben Mark
Howard W. Moore
Robert C. Nakasone
Norman M. Schneider
Harold M. Wit
Officers
Michael Goldstein - Vice Chairman of the Board
and Chief Executive Officer
Robert C. Nakasone - President and Chief Operat-
ing Officer
Roger V. Goddu - Executive Vice President -
General Merchandise Manager
Louis Lipschitz - Senior Vice President - Fi-
nance and Chief Financial
Officer; Assistant Secretary
Larry D. Bouts - Vice President - President
of Toys "R" Us International
Jonathan M. Friedman - Vice President - Controller
Richard Markee - Vice President - President
of Kids "R" Us
<PAGE>
<PAGE>
EXHIBIT INDEX
Exhibit Page
A Voting Agreement, dated as of
April 20, 1994, between Milton
Petrie and Toys "R" Us, Inc.
(Incorporated by reference to
Exhibit 99.1 to the Current Report
on Form 8-K of Petrie Stores
Corporation (File No. 1-6166)
dated April 22, 1994)
B (i) Acquisition Agreement, dated as
of April 20, 1994, between
Petrie Stores Corporation and
Toys "R" Us, Inc.
(Incorporated by reference to
Exhibit 10.1 to the Current Report
on Form 8-K of Petrie Stores
Corporation (File No. 1-6166)
dated April 22, 1994).
(ii) Letter Amendment dated May 10, 1994
to the Acquisition Agreement
(filed herewith)
C Voting Agreement, dated as of
August 23, 1994, between Milton
Petrie and WP Investors, Inc.
(Incorporated by reference to
Exhibit 99.1 to the Current Report
on Form 8-K of Petrie Stores
Corporation (File No. 1-6166)
dated August 26, 1994)
D Stock Purchase Agreement, dated
as of August 23, 1994 between Petrie
Stores Corporation and WP Investors, Inc.
(Incorporated by reference to
Exhibit 10.1 to the Current Report
on Form 8-K of Petrie Stores
Corporation (File No. 1-6166)
dated August 26, 1994)
E Letter Agreement, dated August 23, 1994,
among WP Investors, Inc., Petrie Stores Corpora-
tion and Toys "R" Us, Inc. (filed herewith)
F Joint filing agreement (filed herewith)
<PAGE>
<PAGE>
Exhibit B(ii)
May 10, 1994
Petrie Stores Corporation
70 Enterprise Avenue
Secaucus, New Jersey 07094
Re: Amendment No.1
Dear Sirs:
Reference is made to the Acquisition Agreement, dated
as of April 20, 1994, between Toys "R" Us, Inc., a Delaware
corporation (the "Buyer"), and Petrie Stores Corporation, a New
York corporation (the "Seller") (the "Acquisition Agreement").
Capitalized terms used but not defined herein shall have the
meanings specified in the Acquisition Agreement.
The parties desire to amend the Acquisition Agree-
ment.
Accordingly, the Buyer and the Seller hereby agree as
follows:
1. Section 3(b) of the Acquisition Agreement is
amended by adding the following at the end thereof:
"The shares of Buyer Common Stock constituting
the Purchase Consideration shall be shares held
in the treasury of the Buyer (and previously
included in a listing application approved by
the New York Stock Exchange), including without
limitation, the Closing Date Petrie Block Shares
which shall be delivered to the Buyer pursuant
to Section 2(i) above."
<PAGE>
<PAGE>
2. Section 9.1.6 of the Acquisition Agreement is
deleted in its entirety, and Section 9.1.7 thereof is
redesignated as Section 9.1.6.
Sincerely yours,
TOYS "R" US, INC.
By: /s/ Louis Lipschitz
Name: Louis Lipschitz
Title: Senior Vice President -
Finance and Chief
Financial Officer
ACCEPTED AND AGREED:
PETRIE STORES CORPORATION
By: /s/ Peter A. Left
Name: Peter A. Left
Title: Vice Chairman, Chief
Operating Officer,
Chief Financial
Officer and Secretary
<PAGE>
Exhibit E
August 23, 1994
Toys "R" Us, Inc.
461 From Road
Paramus, New Jersey 07652
Dear Sirs:
Reference is made to (i) the Acquisition Agreement,
dated as of April 20, 1994, between Toys "R" Us, Inc. ("Toys")
and Petrie Stores Corporation ("PSC") (the "Acquisition Agree-
ment") and (ii) the Voting Agreement and Proxy, dated as of
August 23, 1994, between WP Investors, Inc. ("WP") and Milton
Petrie (the "WP Proxy"), attached as Exhibit A hereto.
In consideration of the execution by Toys of the WP
Proxy, the undersigned hereby agree that at the closing (the
"Closing") of the transaction contemplated by the Stock Pur-
chase Agreement dated as of August 23, 1994 by and between PSC
and WP (the "Purchase Agreement"), if Toys shall simultaneously
therewith execute and deliver the indemnification agreement
attached as Exhibit B to the Acquisition Agreement, PSC and WP
shall execute and deliver to Toys an indemnification agreement
substantially in the form set forth as Exhibit A to the Acqui-
sition Agreement, and subject to the execution by PSC and WP of
a mutually acceptable cross indemnity agreement reflecting the
allocation of liabilities as between PSC and WP provided in the
Purchase Agreement. WP, PSC and Toys further agree that, at
the Closing, they will execute the agreement regarding certain
tax matters in substantially the form attached as Exhibit B
hereto.
Sincerely yours,
WP INVESTORS, INC.
By: /s/Reuben S. Leibowitz
Name: Reuben S. Leibowitz
Title: Vice President
<PAGE>
<PAGE>
CONSENTED TO AND AGREED:
PETRIE STORES CORPORATION
By: /s/ Allan Laufgraben
Name: Allan Laufgraben
Title: President-CEO
TOYS "R" US, INC.
By: /s/ Louis Lipschitz
Name: Louis Lipschitz
Title: Senior Vice President-Finance
and Chief Financial Officer
<PAGE>
<PAGE>
Exhibit F
JOINT FILING AGREEMENT
This will confirm the agreement by and among all of
the undersigned that the Statement on Schedule 13D filed on or
about this date with respect to the beneficial ownership by the
undersigned of shares of common stock, $1.00 par value per
share, of Petrie Stores Corporation, a New York corporation
(the "Statement"), is being filed on behalf of each of the un-
dersigned.
Each of the undersigned hereby acknowledges that pur-
suant to Rule 13d-1(f)(1)(ii) promulgated under the Securities
Exchange Act of 1934, as amended, that each person on whose
behalf the Statement is filed is responsible for the timely
filing of such statement and any amendments thereto, and for
the completeness and accuracy of the information concerning
such person contained therein; and that such person is not re-
sponsible for the completeness or accuracy of the information
concerning the other persons making the filing, unless such
person knows or has reason to believe that such information is
inaccurate.
This Agreement may be executed in one or more coun-
terparts by each of the undersigned, and each of which, taken
together, shall constitute but one and the same instrument.
Date: August 31, 1994
WP INVESTORS, INC.
By:/s/Reuben S. Leibowitz
Name:Reuben S. Leibowitz
Title: Vice President
WARBURG, PINCUS
INVESTORS, L.P.
By: Warburg, Pincus & Co.,
its general partner
By: /s/ Reuben S. Leibowitz
Name: Reuben S. Leibowitz
Title: Partner
<PAGE>
<PAGE>
WARBURG, PINCUS & CO.
By: /s/ Reuben S. Leibowitz
Name: Reuben S. Leibowitz
Title: Partner
TOYS "R" US, INC.
By:/s/Louis Lipschitz
Name: Louis Lipschitz
Title: Senior Vice President
-- Finance and Chief Finan-
cial Officer
<PAGE>
