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Previous: GENERAL ELECTRIC CAPITAL CORP ET AL, 424B2, 1995-01-25 |
Next: IDS SELECTIVE FUND INC, 485B24E, 1995-01-25 |
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FINAL AMENDMENT TO
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PETRIE STORES CORPORATION
(Name of Issuer)
COMMON STOCK, par value $1.00 per share
(Title of Class and Securities)
716434-10-5
(CUSIP Number of Class of Securities)
Errol M. Cook
WP Investors, Inc.
Warburg, Pincus Investors, L.P.
Warburg, Pincus & Co.
466 Lexington Avenue
New York, New York 10017
(212) 878-0600
With a Copy to:
Stephanie J. Seligman
c/o Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000
Louis Lipschitz
Toys "R" Us, Inc.
461 From Road
Paramus, New Jersey 07652
(201) 262-7800
With a Copy to:
Andre Weiss
Schulte Roth & Zabel
900 Third Avenue
New York, New York 10022
(212) 758-0404
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 24, 1995
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Sched-
ule 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: | |<PAGE>
SCHEDULE 13D
CUSIP NO. 716434-10-5
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
WP Investors, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH None
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
SCHEDULE 13D
CUSIP NO. 716434-10-5
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Warburg, Pincus Investors, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH None
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
SCHEDULE 13D
CUSIP NO. 716434-10-5
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Warburg, Pincus & Co.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
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
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH None
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
SCHEDULE 13D
CUSIP NO. 716434-10-5
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Toys "R" Us, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH None
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
None
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!<PAGE>
This Statement amends and supplements the Schedule
13D filed on August 23, 1994, as amended on November 9, 1994
(the "Schedule 13D") and constitutes the Final Amendment with
respect thereto. All capitalized terms used herein have the
meanings set forth in the Schedule 13D.
1. Each of Item 4 (Purpose of Transaction) and Item 5 (In-
terest in Securities of the Issuer) is hereby amended by adding
the following thereto:
At an Annual Meeting of Shareholders held on December 6,
1994, and at a reconvened Annual Meeting of Shareholders
held on January 24, 1995, the shareholders of the Issuer
approved, among other things, the limited matters con-
templated by the Toys Voting Agreement and the WP Voting
Agreement. The transactions contemplated by the WP Voting
Agreement and the Toys Voting Agreement were consummated
on December 9, 1994 and on January 24, 1995. Accordingly,
each of the Toys Voting Agreement and the WP Voting
Agreement has expired in accordance with its respective
terms. <PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowl-
edge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: January 25, 1995
WP INVESTORS, INC.
By: /s/ Errol M. Cook
Name: Errol M. Cook
Title: Vice President
WARBURG, PINCUS INVESTORS, L.P.
By: Warburg, Pincus & Co., its
general partner
By: /s/ Errol M. Cook
Name: Errol M. Cook
Title: Partner
WARBURG, PINCUS & CO.
By: /s/ Errol M. Cook
Name: Errol M. Cook
Title: Partner
TOYS "R" US, INC.
By: /s/ Louis Lipschitz
Name: Louis Lipschitz
Title: Senior Vice President
-- Finance and Chief
Financial Officer
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