SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Amendment No. 21
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 24, 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. 21 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:
(b)-(c) Stephanie R. Joseph, Secretary and
Principal Legal Officer of Petrie, is President of The
Directors' Network Inc., a corporate consulting firm that
prepares directors for their boardroom responsibilities.
Her principal business address is The Directors' Network
Inc., 685 Fifth Avenue, Suite 601, New York, New York
10022.
H. Bartlett Brown, Treasurer and Principal Financial
and Accounting Officer of Petrie, is a tax consultant.
His principal business address is c/o Petrie Stores
Corporation, 70 Enterprise Avenue, Secaucus, New Jersey
07094.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended as follows:
(a)-(c) In the Distribution, 834 Shares were
returned to Petrie with respect to the 1,669 shares of
Petrie common stock, par value $1.00 per share, held by
Petrie in treasury. As a result, Petrie beneficially
owns 15,902,702 Shares, representing approximately 5.7%
of the 279,789,866 Shares issued and outstanding on
January 28, 1995 (as reported to Petrie by the Issuer).
On March 24, 1995 and March 27, 1995, the Estate
used 1,497,973 and 1,696,027 Shares, respectively, that
it received in the Distribution, to cover its short
positions in Toys Common Stock. In addition, on March
27, 1995 and March 28, 1995, the Estate sold an aggregate
of 1,608,700 Shares that it received in the Distribution
in open market transactions for a total consideration of
$40,166,700 as more fully set forth in Schedule I hereto.
As of the close of business on March 28, 1995, the Estate
beneficially owned 9,252,937 Shares, representing approximately
3.3% of the Shares issued and outstanding on January 28, 1995.
To the best of Petrie's knowledge, following the
Distribution, Shares are held by the following officers
and directors of Petrie: Hilda Kirschbaum Gerstein
(146,134 Shares), Jean Roberts (29,292 Shares), Dorothy
Fink Stern (90,095 Shares) and Laurence A. Tisch (500
Shares).
Except as set forth in Amendment No. 19 and
Amendment No. 20 to Petrie's Statement on Schedule 13D,
filed with the Commission on January 30, 1995 and March
21, 1995, respectively, and incorporated herein by
reference, each of Petrie and, to the best of Petrie's
knowledge, the Estate and the individuals named herein,
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 on March 27, 1995 and March 28, 1995.
Transaction Number of Price Per
Date Shares Share*
March 27, 1995 38,900 $24.75
March 27, 1995 573,200 $24.875
March 27, 1995 146,600 $25.00
March 28, 1995 75,000 $25.25
March 28, 1995 232,700 $25.125
March 28, 1995 404,200 $25.00
March 28, 1995 138,100 $24.875
* 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 29, 1995
PETRIE STORES CORPORATION
By: /s/Stephanie R. Joseph
Name: Stephanie R. Joseph
Title: Secretary and Principal
Legal Officer
