SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 20
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
March 16, 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
15,901,868
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 4,198,812
PERSON
WITH
10 SHARED DISPOSITIVE POWER
11,703,056
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
15,901,868
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. 20 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 2. Identity and Background.
Item 2 is hereby amended as follows:
(a)-(c), (f) On February 7, 1995, H. Bartlett Brown
and Stephanie R. Joseph were appointed Treasurer and
Secretary, respectively, of Petrie. Carroll Petrie and
Alan C. Greenberg resigned from the board of directors of
Petrie on March 10, 1995 and March 15, 1995,
respectively. Information as to each of the present
executive officers and directors of Petrie is set forth
in Schedule I hereto. Each such person is a citizen of
the United States.
(d) During the last five years, neither Petrie,
nor, to the best of Petrie's knowledge, the Estate nor
any of the individuals named in Schedule I hereto, has
been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the last five years, neither Petrie nor,
to the best of Petrie's knowledge, the Estate nor any of
the individuals named in Schedule I hereto, has been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a
judgment, 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 4. Purpose of Transaction.
Item 4 is hereby amended as follows:
On March 6, 1995, the Board of Directors of Petrie
approved an initial distribution (the "Distribution") of
an aggregate of 26,174,552 Shares, or 0.5 of a Share for
every share of Petrie Common Stock held, to holders of
record of Petrie Common Stock at the close of business on
March 16, 1995. On March 24, 1995, Petrie will mail
certificates representing the Shares or credit Shares to
shareholders' book transfer accounts.
As previously disclosed, Petrie expects to make
another distribution of the Shares sometime later this
year as Petrie's contingent liabilities (the
"Liabilities") are reduced. Prior to such distribution,
Petrie intends to enter into a hedge arrangement pursuant
to which it will hedge the value of its then remaining
Shares, including the Shares in the Escrow Account and
the Collateral Account. Sometime during the second half
of Petrie's current fiscal year, but not later than
January 24, 1996, Petrie will place its then remaining
Shares in a liquidating trust and Petrie's shareholders
will become holders of beneficial interests in the
liquidating trust. Additional distributions of the
Shares will be made from time to time to holders of
beneficial interests in the liquidating trust to the
extent that the Shares are not needed to satisfy the
Liabilities.
On March 17, 1995, the executors of the Estate
approved a plan whereby the Estate will sell, from time
to time within 120 days of March 17, 1995, up to approximately
8,000,000 of the Shares that it receives as a result of
the Distribution, as necessary to pay federal and state
estate taxes, debts and expenses and to partially fund
bequests.
Except as set forth herein, neither Petrie
nor, to the best of Petrie's knowledge, the Estate nor
any of the individuals named in Schedule I hereto, has
any plans or proposals which relate to or would result in
any of the actions or transactions specified in clauses
(a) through (j) of Item 4 of Schedule 13D. Petrie and
the Estate reserve the right to acquire or dispose of
Shares, or to formulate other purposes, plans or
proposals regarding the Shares and the Issuer to the
extent deemed advisable in light of general investment
policies, market conditions and other factors.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended as follows:
(a) Following the Distribution, Petrie will hold
15,901,868 Shares, or 5.7 percent of the 279,789,866
Shares issued and outstanding on January 28, 1995, as
reported to Petrie by the Issuer. The Estate will receive
14,055,637 Shares in the Distribution and will
immediately use a portion of such Shares to cover all of
the Estate's short positions. See Item 5(c). To the best
of Petrie's knowledge, of the individuals named in Schedule
I hereto, following the Distribution, Shares will be held
by Ms. Gerstein (146,939 Shares), Ms. Roberts (30,685 Shares),
Ms. Stern (91,045 Shares) and Mr. Tisch (500 Shares).
(b) Except as set forth herein and in Amendment No.
19 to Petrie's Statement on Schedule 13D, filed with the
Commission on January 30, 1995 and incorporated herein by
reference, each of Petrie, and, to the best of Petrie's
knowledge, the Estate and the individuals named in
Schedule I hereto, has sole voting and dispositive power
with respect to all Shares held thereby.
(c) On March 3, 1995, March 10, 1995 and March 14,
1995, Petrie delivered 275,594, 100,000 and 100,000
additional Shares, respectively, into the Collateral
Account, increasing the total number of Shares in the
Collateral Account to 3,200,000 Shares.
As more fully set forth in Schedule II hereto,
between March 10, 1995 and March 20, 1995, the Estate, in
order to raise cash to meet certain obligations, sold
short in the open market a total of 3,194,000 Shares for
total consideration of $77,256,575. The Estate plans to
cover all of its short positions on or about March 24,
1995 with the Shares it receives in the Distribution.
Except as set forth herein, neither Petrie nor, to
best of Petrie's knowledge, the Estate nor any of the
individuals named in Schedule I hereto, has engaged in
any transactions in the Shares since the filing with the
Commission on January 30, 1995 of Amendment No. 19 to
Petrie's Statement on Schedule 13D.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the
Issuer.
Item 6 is hereby amended as follows:
Petrie has agreed with the Issuer, pursuant to a
letter agreement, dated as of January 24, 1995 (the "Side
Letter Agreement"), that until such time as a hedge
arrangement reasonably satisfactory to the Issuer is in
place, it will retain 11,703,056 Shares. A copy of the
Side Letter Agreement was previously filed as an exhibit
to Amendment No. 19 to Petrie's Statement on Schedule
13D, filed with the Commission on January 30, 1995, and
is incorporated herein by reference.
SCHEDULE I
DIRECTORS AND EXECUTIVE OFFICERS
OF PETRIE STORES CORPORATION
The name, business address, present principal
occupation or employment, and the name, principal
business and address of any corporation or other
organization in which such employment is conducted, of
each of the directors and executive officers of Petrie is
set forth below. If no business address is given, the
director's or officer's address is Petrie Stores
Corporation, 70 Enterprise Avenue, Secaucus, New Jersey
07094. Unless otherwise indicated, each occupation set
forth opposite an executive officer's name refers to
employment with Petrie. Directors of Petrie are
indicated with an asterisk.
Present Principal Occupation
or Employment and
Name and Principal Business of Corporation
Business Address in Which Employment is Conducted
H. Bartlett Brown Treasurer of Petrie
Joseph H. Flom* Partner, Skadden, Arps, Slate,
Skadden, Arps, Slate, Meagher & Flom (law firm and
Meagher & Flom counsel to Petrie)
919 Third Avenue
New York, NY 10022
Hilda Kirschbaum Gerstein* President and Chief Executive
Officer of Petrie
Stephanie R. Joseph Secretary of Petrie
Jean Roberts* Retired
Dorothy Fink Stern* Retired
Laurence A. Tisch* Chairman of the Board, Co-Chief
CBS Inc. Executive Officer and a Director of
51 West 52nd Street Loews Corp. (diversified holding
35th Floor company); Chairman of the Board,
New York, NY 10019 President and Chief Executive
Officer of CBS Inc. (television
network and broadcaster); Chief
Executive Officer of CNA Financial
Corp (an insurance and financial
services company)
Raymond S. Troubh* Financial Consultant
10 Rockefeller Plaza
New York, NY 10020
SCHEDULE II
Set forth below are the dates, the number of Shares
and the price per Share for the Shares sold short in the
open market by the Estate within the past 60 days.
Transaction Number of Price Per
Date Shares Share*
March 10, 1995 184,300 $24.50
March 10, 1995 2,000 $24.38
March 10, 1995 1,050,500 $24.25
March 10, 1995 1,000 $24.13
March 10, 1995 125,500 $24.00
March 13, 1995 26,700 $24.25
March 13, 1995 247,100 $24.00
March 14, 1995 1,362,900 $24.00
March 17, 1995 100,000 $25.25
March 20, 1995 77,000 $25.25
March 20, 1995 17,000 $25.00
* 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: March 21, 1995
PETRIE STORES CORPORATION
By: /s/Hilda Kirschbaum Gerstein
Name: Hilda Kirschbaum Gerstein
Title: President and Chief
Executive Officer
