<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 5, 1995
REGISTRATION NO. 33-56303
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------
TOYS "R" US, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 5945 13-5159250
(STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER
JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.)
INCORPORATION OR CLASSIFICATION CODE
ORGANIZATION) NUMBER)
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
SENIOR VICE PRESIDENT-FINANCE AND
CHIEF FINANCIAL OFFICER
TOYS "R" US, INC.
461 FROM ROAD
PARAMUS, NEW JERSEY 07652
(201) 262-7800
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
----------------
COPIES OF ALL COMMUNICATIONS TO:
ANDRE WEISS, ESQ. ALAN C. MYERS, ESQ.
SCHULTE ROTH & ZABEL SKADDEN, ARPS, SLATE, MEAGHER & FLOM
900 THIRD AVENUE 919 THIRD AVENUE
NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10022
(212) 758-0404 (212) 735-3000
APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO
THE PUBLIC: As soon as practicable after the effective date of this
Registration Statement and upon consummation of the Transaction as described
herein.
If the securities being registered on this form are being offered in
connection with the formation of a holding company and there is compliance with
the General Instruction G, check the following box: [_]
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<PAGE>
PETRIE STORES CORPORATION
70 ENTERPRISE AVENUE
SECAUCUS, NEW JERSEY 07094
----------------
SUPPLEMENT TO THE PROXY STATEMENT
DATED NOVEMBER 3, 1994
----------------
43,700,000 SHARES
TOYS "R" US, INC.
COMMON STOCK
SUPPLEMENT TO THE PROSPECTUS
DATED NOVEMBER 3, 1994
----------------
The following information amends, supplements and, to the extent inconsistent,
supersedes the corresponding information in the Proxy Statement/Prospectus dated
November 3, 1994 (the "Proxy Statement/Prospectus"), as amended by the
Supplement to the Proxy Statement/Prospectus, dated November 17, 1994 (the
"First Supplement to the Proxy Statement/Prospectus"), previously sent to
shareholders of Petrie Stores Corporation ("Petrie") in connection with its 1994
Annual Meeting of Shareholders. This Supplement is being furnished to Petrie
shareholders in connection with the reconvened 1994 Annual Meeting of
Shareholders to be held at the offices of Skadden, Arps, Slate, Meagher & Flom,
33rd Floor, 919 Third Avenue, New York, New York, on January 24, 1995 at 9:00
a.m., local time, and any adjournment or postponement thereof (the "Reconvened
Annual Meeting"). This Supplement should be read in conjunction with the Proxy
Statement/Prospectus and the First Supplement to the Proxy Statement/Prospectus.
Capitalized terms used but not defined in this Supplement shall have the
meanings ascribed to them in the Proxy Statement/Prospectus or the First
Supplement to the Proxy Statement/Prospectus. The approximate date on which this
Supplement and the accompanying form of proxy card will first be sent to Petrie
shareholders is January 6, 1995.
The date of this Supplement is January 6, 1995.
PROXIES
A yellow proxy card has been enclosed with this Supplement and contains two
proposals which were on the white proxy card and blue proxy card previously
sent to Petrie shareholders with the Proxy Statement/Prospectus and the First
Supplement to the Proxy Statement/Prospectus, respectively, and which were not
subject to a shareholder vote at the Annual Meeting prior to the adjournment
thereof. On the yellow proxy card, Petrie shareholders are being asked to
approve (i) the exchange (the "Exchange") with Toys "R" Us, Inc. ("Toys 'R'
Us") of all of the shares of Toys "R" Us common stock, par value $.10 per share
("Toys Common Stock"), held by Petrie (currently, approximately 39.9 million
shares), and cash (presently estimated to be approximately $175 million) for a
number of shares of Toys Common Stock equal to (a) the number of shares of Toys
Common Stock held by Petrie, less approximately 3.3 million shares of Toys
Common Stock, plus (b) such amount of cash divided by the average of the market
value of a share of Toys Common Stock on the ten trading days next preceding
the second trading day prior to the closing date of the Exchange, and (ii) the
establishment of a liquidating trust and the complete liquidation and
dissolution of Petrie. Proxy cards previously solicited by Petrie in connection
with the Annual Meeting will remain valid unless revoked. Any
<PAGE>
proxy given pursuant to this solicitation or any previous solicitation, with
respect to the proposals to be voted on at the Reconvened Annual Meeting, may
be revoked by the person giving it at any time before it is voted. Proxies may
be revoked by (i) filing with the Secretary of Petrie at or before the taking
of the vote at the Reconvened Annual Meeting a written notice of revocation
bearing a later date than the proxy, (ii) duly executing a later dated proxy
relating to the same shares and delivering it to the Secretary of Petrie before
the taking of the vote at the Reconvened Annual Meeting or (iii) attending the
Reconvened Annual Meeting and voting in person (although attendance at the
Reconvened Annual Meeting will not in and of itself constitute a revocation of
a proxy). Any written notice of revocation or subsequent proxy should be sent
so as to be delivered to Petrie Stores Corporation, 70 Enterprise Avenue,
Secaucus, New Jersey 07094, Attention: Secretary, or hand-delivered to the
Secretary of Petrie, at or before the taking of the vote at the Reconvened
Annual Meeting.
TOYS' HOLIDAY SEASON RESULTS
On January 3, 1995, Toys "R" Us announced that its sales for the holiday
selling season (8 weeks ended December 24, 1994) increased 8.7% to $3.704
billion, compared to $3.406 billion for the same period a year ago. Toys "R" Us
also announced that its year-to-date sales rose 10.6% to $8.249 billion from
$7.458 billion in the same period last year. Also, comparable United States toy
store sales rose 1% for such 8 week period and 3% for the period year-to-date.
CONVERTIBLE DEBENTURES
As of the close of business on December 16, 1994, $123,156,000 principal
amount of Petrie's outstanding 8% Convertible Subordinated Debentures due
December 15, 2010 (the "Convertible Debentures") were converted into 5,565,985
shares of Petrie common stock, par value $1.00 per share ("Petrie Common
Stock"). The remaining $1,844,000 principal amount of Convertible Debentures
were redeemed at a redemption price of $1,008 per $1,000 principal amount of
Convertible Debentures, together with accrued and unpaid interest thereon of
$39.333 per $1,000 principal amount of Convertible Debentures, from June 15,
1994 to, but not including, December 12, 1994. As a result of the foregoing
conversions, the number of shares of Petrie Common Stock outstanding has
increased to 52,349,103 shares.
CONSUMMATION OF THE DISPOSITION OF PETRIE'S RETAIL OPERATIONS
On December 9, 1994, Petrie consummated the disposition (the "Disposition")
of all of its and its subsidiaries' retail store operations to PS Stores
Acquisition Corp., a Delaware corporation formed by an investor group led by
E.M. Warburg, Pincus & Co., Inc. The purchase price for the Disposition was
$190 million in cash plus the assumption of certain liabilities of Petrie and
its subsidiaries. Taking into effect the approximately $12.5 million in
expenses incurred by Petrie in connection with the consummation of the
Disposition, the net purchase price of the retail operations was approximately
$177.5 million.
Following the consummation of the Disposition, Jay Galin, Allan Laufgraben,
Peter A. Left and Daniel G. Maresca resigned from Petrie's Board of Directors.
COMPARATIVE PER SHARE DATA
The following chart sets forth the market value of the Toys Common Stock to
be received by Petrie shareholders as liquidating distributions by Petrie for
each share of Petrie Common Stock held, based on the assumptions that, as of
the closing date of the Exchange (the "Closing Date"), (i) Petrie will have
52.349 million shares of Petrie Common Stock outstanding; (ii) Petrie will hold
36.527 million shares of Toys Common Stock after the consummation of the
Exchange; (iii) Petrie will have reduced its contingent liabilities to $200
million (although Petrie has waived the condition in the Toys Acquisition
Agreement relating to the reduction of its contingent liabilities to $200
million) and determined to retain $125 million in the Liquidating Trust (in the
form of cash or Toys Common Stock); (iv) the net proceeds from the Disposition
will have
2
<PAGE>
yielded approximately $177.5 million to Petrie; and (v) the average of the high
and low reported consolidated trading sales prices on the NYSE of Toys Common
Stock during the ten trading days next preceding the second trading day prior
to the Closing Date are as set forth below. In addition, Petrie shareholders
will receive their pro rata share of the Liquidating Trust. Based upon the
assumptions set forth above, the Liquidating Trust will (i) have an aggregate
of $125 million in assets and $200 million in contingent liabilities and (ii)
initially be funded with Toys Common Stock having a value of approximately
$2.39 for each share of Petrie Common Stock. Depending upon the amount of
Petrie's contingent liabilities which become actual liabilities, the interests
of Petrie shareholders in the Liquidating Trust may be worth as much as
approximately $2.39 for each share of Petrie Common Stock or have little or no
value. Petrie will not distribute any fractional shares of Toys Common Stock to
its shareholders and in lieu thereof will make a cash payment. THERE CAN BE NO
ASSURANCES AS TO THE AMOUNT OF PETRIE'S CONTINGENT LIABILITIES, THE SIZE OF THE
LIQUIDATING TRUST OR THE VALUES SET FORTH IN THIS PARAGRAPH OR THE MATRIX
BELOW, WHICH ARE PRESENTED FOR ILLUSTRATIVE PURPOSES ONLY. ACTUAL VALUES MAY
VARY SUBSTANTIALLY. SEE "COMPARATIVE PER SHARE DATA" IN THE PROXY
STATEMENT/PROSPECTUS.
<TABLE>
<CAPTION>
MARKET VALUE OF TOYS COMMON STOCK
MARKET VALUE PER SHARE OF TO BE RECEIVED IN EXCHANGE FOR
TOYS COMMON STOCK EACH SHARE OF PETRIE COMMON STOCK
------------------------- ---------------------------------
<S> <C>
$25.00................................. $18.45
$27.50................................. $20.19
$30.00................................. $21.94
$32.50................................. $23.68
$35.00................................. $25.42
</TABLE>
On January 4, 1995, the most recent practicable date prior to the printing of
this Supplement, the closing price per share on the NYSE Composite Tape of
Petrie Common Stock was $22 and Toys Common Stock was $30.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Skadden, Arps, Slate, Meagher & Flom, a law firm ("Skadden, Arps"), is
counsel to Petrie and the Estate of Milton Petrie, and has provided services to
each. Effective upon the consummation of the Disposition, Alan C. Myers, a
partner of Skadden, Arps, was elected Secretary of Petrie, and Keith E.
Gottfried, an associate of Skadden, Arps, was elected Assistant Secretary of
Petrie.
GENERAL
As the Disposition has been consummated, if the Exchange and the Liquidation
are not consummated, Petrie's shareholders would own shares in a company whose
sole assets would be cash and Toys Common Stock. Petrie's Board of Directors
has not yet considered how it would manage Petrie in such event. However,
Petrie may be required to register as a closed-end investment company under the
1940 Act if it does not promptly invest a sufficient amount of its assets such
that it is primarily engaged in businesses other than investing, reinvesting
and trading in, or owning or holding, investment securities. Although it is not
possible to quantify the per share value of Petrie Common Stock were Petrie to
become an investment company, it is expected that such common stock, like the
common stock of closed-end investment companies generally, could trade at a
discount from the value of its underlying assets, which initially would consist
primarily of Toys Common Stock. See "THE DISPOSITION--Investment Company
Considerations" in the Proxy Statement/Prospectus.
Requests for additional copies of this Supplement, the Proxy
Statement/Prospectus and the First Supplement to the Proxy Statement/Prospectus
should be directed to Petrie's Transfer Agent, American Stock Transfer & Trust
Company, 40 Wall Street, New York, New York 10005, telephone: (718) 921-8200.
3
<PAGE>
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Petrie Stores Corporation
70 Enterprise Avenue
Secaucus, New Jersey 07094
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
PROXY FOR THE RECONVENED 1994 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 24, 1995
The undersigned shareholder of Petrie Stores Corporation ("Petrie") hereby
appoints Joseph H. Flom, Alan C. Greenberg and Raymond S. Troubh and each of
them, the lawful attorneys and proxies of the undersigned, each with several
powers of substitution, to vote all the shares of common stock of Petrie held
of record by the undersigned on October 31, 1994 at the reconvened 1994 Annual
Meeting of Shareholders to be held at the offices of Skadden, Arps, Slate,
Meagher & Flom, 33rd Floor, 919 Third Avenue, New York, New York, on Tuesday,
January 24, 1995, at 9:00 a.m., local time, and at any and all adjournments or
postponements thereof (the "Reconvened Annual Meeting"), with all the powers
the undersigned would possess if personally present, upon all matters set forth
in the Proxy Statement/Prospectus, dated November 3, 1994, and the Supplements
thereto, dated November 17, 1994 and January 6, 1995.
Shares represented by all properly executed proxies will be voted in accordance
with instructions appearing on the proxy and at the discretion of the proxy
holders as to any other matter that may properly come before the Reconvened
Annual Meeting of Shareholders. IN THE ABSENCE OF SPECIFIC INSTRUCTIONS, PROXIES
WILL BE VOTED FOR ITEM 1 AND FOR ITEM 2 AND AT THE DISCRETION OF THE PROXY
HOLDERS AS TO ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE RECONVENED
ANNUAL MEETING OF SHAREHOLDERS.
(TO BE SIGNED ON REVERSE SIDE)
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[X] Please mark your
votes as in this
example.
1. Approval of the exchange (the "Exchange") with Toys "R" Us, Inc.
("Toys 'R' Us") of all of the shares of Toys "R" Us common stock, par
value $.10 per share ("Toys Common Stock"), held by Petrie (currently,
approximately 39.9 million shares) and cash (presently estimated to be
$175 million) for a number of shares of Toys Common Stock equal to (a)
the number of shares of Toys Common Stock held by Petrie, less
approximately 3.3 million shares of Toys Common Stock, plus (b) such
amount of cash divided by the average of the market value of a
share of Toys Common Stock on the ten trading days next preceding the
second trading day prior to the closing date of the Exchange.
2. Approval of the establishment, of a liquidating must and the complete
liquidation and dissolution of Petrie.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
[ ] [ ] [ ]
PLEASE DATE, SIGN, AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.
______________________________________________________ DATE ____________
Signature
______________________________________________________ DATE ____________
Signature if held jointly
IMPORTANT: Please sign as name(s) appear on this proxy, and date this proxy. If
a joint account, each joint owner must sign. If signing for a
corporation or partnership or as agent, attorney or fiduciary,
indicate the capacity in which you are signing.
- --------------------------------------------------------------------------------
<PAGE>
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits
<TABLE>
<C> <S>
2.1* Stock Purchase Agreement by and between WP Investors, Inc. and Petrie
Stores Corporation, dated as of August 23, 1994, as amended on
November 3, 1994 (reference to Annex A to the Proxy
Statement/Prospectus).
2.2* Acquisition Agreement by and between Registrant and Petrie Stores
Corporation, dated as of April 20, 1994, as amended on May 10, 1994
(reference to Annex B to the Proxy Statement/Prospectus).
2.3* Form of Plan of Liquidation and Dissolution of Petrie Stores
Corporation (reference to Annex C to the Proxy Statement/Prospectus).
2.4* Form of Liquidating Trust Agreement (reference to Annex D to the
Proxy Statement/Prospectus).
2.5* Form of Escrow Agreement (reference to Annex E to the Proxy
Statement/Prospectus).
4.1 Form of Indenture, dated of January 1, 1987 between Registrant and
United Jersey Bank as trustee, pursuant to which securities in one or
more series in an unlimited amount may be issued by the Registrant
(incorporated herein by reference to Exhibit 4(a) to Registrant's
Registration Statement No. 33-11461).
4.2 Form of Registrant's 8 1/4 percent Sinking Fund Debentures due 2017
(incorporated herein by reference to Exhibit 4(b) to Registration
Statement No. 33-11461).
4.3 Form of Indenture between the Registrant and United Jersey Bank, as
Trustee, pursuant to which one or more series of debt securities up
to $300,000,000 in principal amount may be issued by the Registrant
(incorporated herein by reference to Exhibit 4 to Registrant's
Registration Statement No. 33-42237).
4.4 Form of Registrant's 8 3/4 percent Debentures due 2021 (incorporated
herein by reference to Exhibit 4 to Registrant's Report on Form 8-K
dated August 29, 1991).
4.5 Substantially all other long-term debt of the Registrant (which other
debt does not exceed on an aggregate basis 10 percent of the total
assets of the Registrant and its subsidiaries on a consolidated
basis) is evidenced by, among other things, (a) industrial revenue
bonds issued by industrial development authorities and guaranteed by
the Registrant, (b) mortgages held by third parties on real estate
owned by the Registrant, (c) stepped coupon guaranteed bonds held by
a third party and guaranteed by the Registrant and (d) an agreement
under which the Registrant guaranteed certain yen-denominated loans
made by a third party to a subsidiary of the Registrant. The
Registrant will file with the Commission copies of the constituent
documents relating to such debt upon request of the Commission.
5.1* Opinion of Schulte Roth & Zabel.
5.2* Opinion of Skadden, Arps, Slate, Meagher & Flom.
23.1* Consent of Schulte Roth & Zabel (included in Exhibit 5.1).
23.2* Consent of Ernst & Young LLP.
23.3* Consent of Deloitte & Touche LLP.
23.4* Consent of David Berdon & Co.
23.5* Consent of Bear, Stearns & Co. Inc.
23.6* Consent of Skadden, Arps, Slate, Meagher & Flom (included in Exhibit
5.2).
24.1* Power of Attorney (reference to signature pages of this Registration
Statement).
</TABLE>
II-1
<PAGE>
<TABLE>
<C> <S>
99.1* Form of Proxy used in soliciting holders of Petrie Common Stock in
connection with the Annual Meeting (reference to Annex A to the
First Supplement to the Proxy Statement/Prospectus).
99.2* Opinion of Bear, Stearns & Co. Inc. (reference to Annex F to the
Proxy Statement/Prospectus).
99.3* Private Letter Ruling of the Internal Revenue Service.
99.4** Form of Proxy to be used in soliciting holders of Petrie Common
Stock in connection with the Reconvened Annual Meeting (reference to
Annex A to the Second Supplement to the Proxy Statement/Prospectus).
</TABLE>
- --------
* Previously filed
** Filed herewith
(b) Financial Statement Schedules
Financial Statement Schedules have been omitted because they are not
applicable or not required or because the information is included elsewhere in
the financial statements or the notes thereto.
II-2
<PAGE>
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT
HAS DULY CAUSED THIS POST-EFFECTIVE AMENDMENT NO. 2 TO THE REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN THE CITY OF PARAMUS, STATE OF NEW JERSEY ON JANUARY 5, 1995.
Toys "R" Us, Inc.
(Registrant)
/s/ Louis Lipschitz
By:__________________________________
LOUIS LIPSCHITZ
SENIOR VICE PRESIDENT--FINANCE
AND CHIEF FINANCIAL OFFICER
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST-
EFFECTIVE AMENDMENT NO. 2 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE
FOLLOWING PERSONS IN THE CAPACITIES INDICATED.
SIGNATURES TITLE DATE
---------- ----- ----
* Chairman of the January 5, 1995
- ------------------------------------- Board
CHARLES LAZARUS
* Vice Chairman and January 5, 1995
- ------------------------------------- Chief Executive
MICHAEL GOLDSTEIN Officer (Principal
Executive Officer)
* President and Chief January 5, 1995
- ------------------------------------- Operating Officer
ROBERT C. NAKASONE
/s/ Louis Lipschitz Senior Vice January 5, 1995
- ------------------------------------- President-- Finance
LOUIS LIPSCHITZ and Chief Financial
Officer (Principal
Financial and
Accounting Officer)
* Director January 5, 1995
- -------------------------------------
ROBERT A. BERNHARD
* Director January 5, 1995
- -------------------------------------
MILTON S. GOULD
II-3
<PAGE>
SIGNATURES TITLE DATE
---------- ----- ----
* Director January 5, 1995
- -------------------------------------
SHIRLEY STRUM KENNY
* Director January 5, 1995
- -------------------------------------
REUBEN MARK
* Director January 5, 1995
- -------------------------------------
HOWARD W. MOORE
* Director January 5, 1995
- -------------------------------------
NORMAN M. SCHNEIDER
* Director January 5, 1995
- -------------------------------------
HAROLD M. WIT
/s/ Louis Lipschitz
*By:_________________________________
LOUIS LIPSCHITZ
ATTORNEY-IN-FACT
Date: January 5, 1995
II-4
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE
NUMBER DESCRIPTION NO.
------- ----------- ----
<C> <S> <C>
2.1* Stock Purchase Agreement by and between WP Investors, Inc. and
Petrie Stores Corporation, dated as of August 23, 1994, as
amended on November 3, 1994 (reference to Annex A to the Proxy
Statement/Prospectus).
2.2* Acquisition Agreement by and between Registrant and Petrie
Stores Corporation, dated as of April 20, 1994, as amended on
May 10, 1994 (reference to Annex B to the Proxy
Statement/Prospectus).
2.3* Form of Plan of Liquidation and Dissolution of Petrie Stores
Corporation (reference to Annex C to the Proxy
Statement/Prospectus).
2.4* Form of Liquidating Trust Agreement (reference to Annex D to
the Proxy Statement/Prospectus).
2.5* Form of Escrow Agreement (reference to Annex E to the Proxy
Statement/Prospectus).
4.1 Form of Indenture, dated as of January 1, 1987 between
Registrant and United Jersey Bank as trustee, pursuant to which
securities in one or more series in an unlimited amount may be
issued by the Registrant (incorporated herein by reference to
Exhibit 4(a) to Registrant's Registration Statement No. 33-
11461).
4.2 Form of Registrant's 8 1/4 percent Sinking Fund Debentures due
2017 (incorporated herein by reference to Exhibit 4(b) to
Registration Statement No. 33-11461).
4.3 Form of Indenture between the Registrant and United Jersey
Bank, as Trustee, pursuant to which one or more series of debt
securities up to $300,000,000 in principal amount may be issued
by the Registrant (incorporated herein by reference to Exhibit
4 to Registrant's Registration Statement No. 33-42237).
4.4 Form of Registrant's 8 3/4 percent Debentures due 2021
(incorporated herein by reference to Exhibit 4 to Registrant's
Report on Form 8-K dated August 29, 1991).
4.5 Substantially all other long-term debt of the Registrant (which
other debt does not exceed on an aggregate basis 10 percent of
the total assets of the Registrant and its subsidiaries on a
consolidated basis) is evidenced by, among other things, (a)
industrial revenue bonds issued by industrial development
authorities and guaranteed by the Registrant, (b) mortgages
held by third parties on real estate owned by the Registrant,
(c) stepped coupon guaranteed bonds held by a third party and
guaranteed by the Registrant and (d) an agreement under which
the Registrant guaranteed certain yen-denominated loans made by
a third party to a subsidiary of the Registrant. The Registrant
will file with the Commission copies of the constituent
documents relating to such debt upon request of the Commission.
5.1* Opinion of Schulte Roth & Zabel.
5.2* Opinion of Skadden, Arps, Slate, Meagher & Flom.
23.1* Consent of Schulte Roth & Zabel (included in Exhibit 5.1).
23.2* Consent of Ernst & Young LLP.
23.3* Consent of Deloitte & Touche LLP.
23.4* Consent of David Berdon & Co.
23.5* Consent of Bear, Stearns & Co. Inc.
23.6* Consent of Skadden, Arps, Slate, Meagher & Flom (included in
Exhibit 5.2).
24.1* Power of Attorney (reference to signature pages of this
Registration Statement).
99.1* Form of Proxy used in soliciting holders of Petrie Common Stock
in connection with the Annual Meeting (reference to Annex A to
the First Supplement to the Proxy Statement/Prospectus).
99.2* Opinion of Bear, Stearns & Co. Inc. (reference to Annex F to
the Proxy Statement/Prospectus).
99.3* Private Letter Ruling of the Internal Revenue Service.
99.4** Form of Proxy to be used in soliciting holders of Petrie Common
Stock in connection with the Reconvened Annual Meeting
(reference to Annex A to the Second Supplement to the Proxy
Statement/Prospectus).
</TABLE>
- --------
* Previously filed
** Filed herewith
