SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 to
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)
November 3, 1994
(Date of Event which Requires Filing of this Statement)
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 statement: | |
Exhibit Index Appears on Page __
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This Statement amends and supplements the Schedule
13D filed on August 23, 1994 (the "Schedule 13D") as follows
below. All capitalized terms used herein have the meanings set
forth in the Schedule 13D.
1. Item 4. Purpose of Transaction is hereby amended by
adding the following thereto:
On November 3, 1994 WP Investors and the Company entered
into an amendment to the Stock Purchase Agreement (the
"Amendment to the Stock Purchase Agreement") to provide
for the indemnification of WP Investors by the Company
with respect to certain tax matters and for each of the
Company and WP Investors to waive certain conditions
contained in the Stock Purchase Agreement. In connection
with the execution of the Amendment to the Stock Purchase
Agreement, the Shareholder, acting through his powers of
attorney, with the consent of Toys, entered into the
Confirmation of the WP Voting Agreement (the "Confirma-
tion"). In connection therewith, Toys and WP Investors
also amended and restated the Letter Agreement (the
"Amended Letter Agreement").
A copy of each of the Amendment to the Stock Purchase
Agreement, the Confirmation and the Amended Letter
Agreement are filed as Exhibits G, H and I, respectively,
to this Amendment No. 1 to the Schedule 13D and are in-
corporated herein by reference, and the foregoing de-
scription is qualified in its entirety by reference
thereto.
2. Item 7. Material to be Filed as Exhibits is hereby
amended by adding the following thereto:
Exhibit G Amendment to the Stock Purchase Agreement,
dated as of November 3, 1994 (incorporated by
reference to Exhibit 2.1 of the Toys "R" Us
Registration Statement on Form S-4 dated
November 3, 1994).
Exhibit H Confirmation, dated as of November 3, 1994.
Exhibit I Amended Letter Agreement, dated November 3,
1994.
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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: November 9, 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
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INDEX TO EXHIBITS
EXHIBIT
LETTER DESCRIPTION
G Amendment to the Stock Purchase Agreement,
dated as of November 3, 1994 (incorporated
by reference to Exhibit 2.1 of the Toys "R"
Us Registration Statement on Form S-4,
dated November 3, 1994).
H Confirmation, dated as of November 3, 1994.
I Amended Letter Agreement, dated November 3,
1994.
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EXHIBIT H
As of November 3, 1994
CONFIRMATION
Reference is made to the Voting Agreement and Proxy,
dated as of August 23, 1994, between WP Investors, Inc., a
Delaware corporation (the "Buyer"), and Milton Petrie, the
record and beneficial owner of 28,111,274 shares of common
stock of Petrie Stores Corporation, a New York corporation (the
"Seller"), as consented to and agreed by Toys "R" Us, Inc.
("Toys") (the "Voting Agreement") and to the Amendment to the
Purchase Agreement (as such term is defined in the Voting
Agreement) (the "Amendment") which the Buyer and the Seller are
entering into concurrently herewith.
In consideration of the premises and the agreements
set forth herein and for other good and valuable consideration,
receipt of which is hereby acknowledged, the undersigned hereby
agree as follows: 1) that the "Transaction" as defined in the
Voting Agreement shall include the transactions contemplated by
the Purchase Agreement, as amended by the Amendment, 2) that
all references to the Purchase Agreement in the Voting Agree-
ment shall hereafter be deemed references to the Purchase
Agreement as amended by the Amendment, and 3) that, except as
otherwise provided herein, the Voting Agreement shall remain
unchanged and in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have executed
this Agreement on the date first above written.
WP INVESTORS, INC.
By: /s/ Errol M. Cook
Name: Errol M. Cook
Title:
MILTON PETRIE
By: /s/ Bernard Petrie
Bernard Petrie, as Attorney-in-Fact
By: /s/ Joseph H. Flom
Joseph H. Flom, as Attorney-in-Fact
By: /s/ Jerome A. Manning
Jerome A. Manning, as Attorney-in-Fact
By: /s/ Albert Ratner
Albert Ratner, as Attorney-in-Fact
Consented and Agreed:
TOYS "R" US, INC.
By: /s/ Louis Lipschitz
Name: Louis Lipschitz
Title: Senior V.P. Finance and CFO
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EXHIBIT I
November 3, 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, as amended May 10, 1994 between
Toys "R" Us, Inc. ("Toys") and Petrie Stores Corporation
("PSC") (the "Acquisition Agreement"), (ii) the Voting Agree-
ment and Proxy, dated as of August 23, 1994, between WP In-
vestors, Inc. ("WP") and Milton Petrie (the "WP Proxy"), (iii)
the Confirmation, dated as of the date hereof, by and between
WP and Milton Petrie, as consented to and agreed by Toys (the
"Confirmation"), (iv) the Stock Purchase Agreement, dated as of
August 23, 1994, as amended as of the date hereof, by and be-
tween PSC and WP (as amended, the "Purchase Agreement"), and
(v) the Letter Agreement, dated as of August 23, 1994, between
WP and Toys, as consented to and agreed by PSC and Toys (the
"Letter Agreement"). Toys, PSC and WP hereby amend and restate
the Letter Agreement as follows:
In consideration of the execution by Toys of the WP
Proxy and the Confirmation, WP, PSC and Toys agree that, at the
closing of the transactions contemplated by the Purchase
Agreement (the "Closing"), if Toys shall simultaneously
therewith execute and deliver the indemnification agreement
attached as Exhibit B to the Acquisition Agreement, PSC shall
execute and deliver, and WP will cause a newly-formed entity
("Holding Company") that shall, pursuant to the Purchase
Agreement, purchase all of the Shares of the Company (as such
terms are defined in the Purchase Agreement) to execute and
deliver, to Toys an indemnification agreement substantially in
the form set forth as Exhibit A to the Acquisition Agreement
(collectively, the "Indemnification Agreements"), subject to
the execution by PSC, on the one hand, and Holding Company and
the Company, on the other, of a mutually acceptable cross in-
demnity agreement reflecting the allocation of liabilities as
between PSC, on the one hand, and WP, the Company and Holding
Company, on the other, provided in the Purchase Agreement, and
provided that the Indemnification Agreements shall be revised
to provide that such agreements shall become effective only
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upon the consummation of the Toys Transaction, as that term is
defined in the Purchase Agreement. WP, PSC and Toys hereby
further agree that at the Closing, PSC and Toys will, and WP
will cause Holding Company to, execute the agreement regarding
certain tax matters in substantially the form attached as
Exhibit B to the Letter Agreement.
Sincerely yours,
WP INVESTORS, INC.
By:/s/ Errol M. Cook
Name: Errol M. Cook
Title:
CONSENTED TO AND AGREED:
PETRIE STORES CORPORATION
By: /s/ Allan Laufgraben
Name: Allan Laufgraben
Title: President and Chief
Executive Officer
TOYS "R" US, INC.
By: /s/ Louis Lipschitz
Name: Louis Lipschitz
Title: Senior V.P. Finance and CFO
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