SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Amendment No. 24
Under the Securities Exchange Act of 1934
TOYS "R" US, INC.
____________________________________________________________
(Name of issuer)
Common Stock, par value $.10 per share
____________________________________________________________
(Title of class of securities)
892335-10-0
____________________________________________________________
(CUSIP number)
Stephanie R. Joseph
Secretary and Principal Legal Officer
Petrie Stores Corporation
c/o The Directors' Network, Inc.
685 Fifth Avenue, Suite 601
New York, New York 10022
(212) 754-3086
_____________________________________________________________
(Name, address and telephone number of person authorized
to receive notices and communications)
Copy to:
Alan C. Myers, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
July 28, 1995
____________________________________________________________
(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 the
statement: ( )
SCHEDULE 13D
CUSIP No. 892335-10-0
_________________________________________________________________
(1) NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Petrie Stores Corporation
36-2137966
_________________________________________________________________
(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 ITEM 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 10,055,929*
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 0
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
10,055,929*
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,055,929*
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
3.6%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON
CO
_________________________________________________________________
* Giving effect to the distribution described in Item 4 herein.
This Amendment No. 24 amends and supplements the
Statement on Schedule 13D, dated December 17, 1982, as
heretofore amended (the "Statement"), filed with the
Securities and Exchange Commission (the "Commission") by
Petrie Stores Corporation, a New York corporation
("Petrie"), relating to Petrie's ownership of shares of
common stock, par value $.10 per share (the "Shares"), of
Toys "R" Us, Inc., a Delaware corporation (the "Issuer").
Unless otherwise defined herein, all capitalized terms
shall have the meanings ascribed to the them in the
Statement.
Item 4. Purpose of Transaction.
Item 4 is hereby amended as follows:
On July 28, 1995, the Board of Directors of Petrie
approved a second liquidating distribution (the
"Distribution") of an aggregate of 5,235,035 Shares, or
0.1 of a Share for every share of Petrie common stock,
par value $1.00 per share ("Petrie Common Stock"), to
holders of record of Petrie Common Stock at the close of
business on August 7, 1995. On August 15, 1995, Petrie
will mail certificates representing the Shares or credit
Shares to shareholders' book transfer accounts.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended as follows:
(a) Following the Distribution, Petrie will hold
10,055,929 Shares, or approximately 3.6 percent of the
276,354,608 Shares outstanding as of May 22, 1995 (as
reported by the Issuer in its Quarterly Report on Form
10-Q for the quarterly period ended April 29, 1995). To
the best of Petrie's knowledge, following the
Distribution, Shares will be held by the following
directors of Petrie: Hilda Kirschbaum Gerstein (175,360
Shares); Jean Roberts (35,150 Shares); Dorothy Stern Ross
(108,114 Shares); and Laurence A. Tisch (600 Shares). To
the best of Petrie's knowledge, following the
Distribution, the Estate of Milton Petrie (the "Estate")
will hold 6,282,264 Shares.
(b) Except as set forth in Amendment No. 19 and
Amendment No. 20 to the Statement, filed with the
Commission on January 30, 1995 and March 21, 1995,
respectively, each of Petrie, and, to the best of
Petrie's knowledge, the Estate and the individuals named
in paragraph (a) above has sole voting and dispositive
power with respect to the Shares held thereby.
(c) On May 26, 1995, Petrie executed the sale of
610,700 Shares in open market transactions, at a price of
$24 5/8 per Share, to raise cash to provide for certain
of its contingent liabilities, if and when such
liabilities become due. The settlement date of the sale
was June 5, 1995.
On June 27, 1995, the Board of Directors of Petrie
approved the distribution of an aggregate of 1,038 Shares
to certain former Winkelman Stores Incorporated
shareholders in respect of their interests in the initial
liquidating distribution made by Petrie on March 24,
1995.
Except as set forth herein, neither Petrie nor, to
the best of Petrie's knowledge, the Estate nor any the
directors or executive officers of Petrie has engaged in
any transactions in the Shares in the past 60 days.
(e) As a result of the Distribution, on August 15,
1995, Petrie, the owner of approximately 3.6 percent of
the Shares outstanding as of May 22, 1995, will cease to
be the beneficial owner of more than five percent of the
Shares.
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: August 1, 1995
PETRIE STORES CORPORATION
By: /s/ STEPHANIE R. JOSEPH
Stephanie R. Joseph
Secretary and Principal
Legal Officer
