SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 22
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)
Hilda Kirschbaum Gerstein
President and Chief Executive Officer
Petrie Stores Corporation
70 Enterprise Avenue
Secaucus, New Jersey 07094
201-866-3600
(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
April 19, 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 this
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
36-213-7966
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
15,902,702
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,199,646
PERSON
WITH
10 SHARED DISPOSITIVE POWER
11,703,056
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,902,702
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES ( )
13 PERCENT CLASS REPRESENTED BY AMOUNT IN ROW 11
5.7%
14 TYPE OF REPORTING PERSON*
CO
This Amendment No. 22 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 them in this
Statement.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended as follows:
(a)-(c) Between March 29, 1995 and April 19, 1995,
the Estate of Milton Petrie (the "Estate") sold an
aggregate of 2,791,200 Shares in open market transactions
for a total consideration of $71,585,475 as more fully
set forth in Schedule I hereto. As of the close of
business on April 19, 1995, the Estate beneficially owned
6,461,737 Shares, representing approximately 2.3 percent
of the 279,789,866 Shares issued and outstanding on
January 28, 1995 (as reported to Petrie by the Issuer).
To the best of Petrie's knowledge, the Estate has
sole voting and dispositive power with respect to all
Shares held thereby.
SCHEDULE I
Set forth below are the dates, the number of Shares
and the price per Share for the Shares sold by the Estate
in the open market between March 29, 1995 and April 19,
1995.
Transaction Price Per Number of
Date Share* Shares
March 29, 1995 $25.25 1,600
March 29, 1995 $25.125 248,400
March 29, 1995 $25.00 250,000
March 29, 1995 $25.25 2,000
March 29, 1995 $25.125 50,000
March 29, 1995 $25.00 148,000
March 30, 1995 $25.25 200,000
March 30, 1995 $25.375 160,000
March 30, 1995 $25.50 105,000
March 30, 1995 $25.625 35,000
March 31, 1995 $25.875 61,600
March 31, 1995 $25.75 400,200
April 3, 1995 $26.00 182,600
April 3, 1995 $26.25 127,100
April 3, 1995 $26.125 149,000
April 4, 1995 $26.125 215,000
April 4, 1995 $26.25 85,000
April 5, 1995 $26.125 7,400
April 6, 1995 $26.00 27,400
April 7, 1995 $26.00 25,000
April 10, 1995 $26.00 64,000
April 11, 1995 $26.00 10,600
April 12, 1995 $26.00 102,800
April 13, 1995 $26.00 5,000
April 18, 1995 $26.00 28,500
April 19, 1995 $26.00 100,000
*Excluding
commissions
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 20, 1995
PETRIE STORES CORPORATION
By: /s/ Stephanie R. Joseph
Stephanie R. Joseph
Secretary and Principal
Legal Officer
