SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
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)
Jerome A. Manning, Esq.
Executor
Stroock & Stroock & Lavan
7 Hanover Square
New York, New York 10004
(212) 806-5400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Jonathan L. Koslow, 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
Estate of Milton Petrie
13-704-8253
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.
(a) ( )
(b) ( )
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Surrogates Court, State of New York, County of
New York
7 SOLE VOTING POWER
12,557,664
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 12,557,664
PERSON
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,557,664
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARE ( )
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
4.5%
14 TYPE OF REPORTING PERSON*
OO
Item 1. Security and Issuer.
This Statement on Schedule 13D (this "Statement")
relates to the common stock, par value $.10 per share
(the "Shares"), of Toys "R" Us, Inc., a Delaware
corporation (the "Issuer"). The address of the principal
executive offices of the Issuer is 461 From Road,
Paramus, New Jersey 07652.
Item 2. Identity and Background.
(a)-(c), (f) This Statement is being filed on
behalf the Estate of Milton Petrie (the "Estate"). The
business address of the Estate is c/o Skadden, Arps,
Slate, Meagher & Flom, 919 Third Avenue, New York, New
York 10022, Attention: Jonathan L. Koslow, Esq.
Pursuant to the Letters Testamentary, issued on
December 16, 1994 (the "Letters Testamentary") by the
Surrogates Court of the State of New York, County of New
York, the Estate is administered by eight executors:
Joseph H. Flom, Hilda Kirschbaum Gerstein, Jerome A.
Manning, Bernard Petrie, Carroll Petrie, Dorothy Fink
Stern, Laurence A. Tisch and David Zack. A copy of the
Letters Testamentary is filed as Exhibit A to this
Statement and is incorporated herein by reference.
Mr. Flom is an attorney and a partner in Skadden,
Arps, Slate, Meagher & Flom, a law firm and co-counsel to
the Estate. His principal business address is Skadden,
Arps, Slate, Meagher & Flom, 919 Third Avenue, New York,
New York 10022.
Ms. Gerstein is the President and Chief Executive
Officer of Petrie Stores Corporation, a New York
corporation ("Petrie Stores"). Ms. Gerstein is also a
consultant to Petrie Retail, Inc. Her principal business
address is Petrie Retail, Inc., 70 Enterprise Avenue,
Secaucus, New Jersey 07094.
Mr. Manning is an attorney and a partner in Stroock
& Stroock & Lavan, a law firm and co-counsel to the
Estate. His principal business address is Stroock &
Stroock & Lavan, 7 Hanover Square, New York, New York
10004.
Mr. Bernard Petrie, the son of Milton Petrie, is an
attorney. His principal business address is The Law
Offices of Bernard Petrie, 633 Battery Street, San
Francisco, California 94111.
Mrs. Petrie, the wife of Milton Petrie at the time
of his death, is a private investor and philanthropist.
Her principal business address is c/o Petrie Stores
Corporation, 70 Enterprise Avenue, Secaucus, New Jersey
07094.
Ms. Stern is a director of Petrie Stores and a
consultant to Petrie Retail, Inc. Her principal business
address is Petrie Retail, Inc., 70 Enterprise Avenue,
Secaucus, New Jersey 07094.
Mr. Tisch is Co-Chairman of the Board of Directors and
Co-Chief Executive Officer of Loews Corporation, and
Chairman of the Board, President and Chief Executive
Officer of CBS Inc. His principal business address is
CBS Inc., 51 West 52nd Street, 35th Floor, New York, New
York 10019.
Mr. Zack is an accountant and a retired partner in
David Berdon & Co., an accounting firm and accountant to
the Estate. His principal business address is David
Berdon & Co., 415 Madison Avenue, New York, New York
10017-1178.
Mr. Flom, Ms. Gerstein, Mr. Manning, Mr. Bernard
Petrie, Mrs. Petrie, Ms. Stern, Mr. Tisch and Mr. Zack
are citizens of the United States.
(d)-(e) During the past five years, none of the
Estate, Mr. Flom, Ms. Gerstein, Mr. Manning, Mr. Bernard
Petrie, Mrs. Petrie, Ms. Stern, Mr. Tisch and Mr. Zack
has been convicted in a criminal proceeding, or been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding been 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 3. Source and Amount of Funds or Other Consideration.
The Shares which are the subject of this Statement
were distributed to the Estate, without consideration, in
an initial liquidating distribution (as more fully
described below) by Petrie Stores to its shareholders on
March 24, 1995.
Item 4. Purpose of Transaction.
On March 24, 1995, Petrie Stores made an initial
liquidating distribution (the "Distribution") to its
shareholders of an aggregate of 26,174,552 Shares held by
Petrie Stores, in accordance with Petrie Stores' plan of
complete liquidation and dissolution. In the
Distribution, Petrie Stores shareholders received 0.5 of
a Share for every share of Petrie Stores common stock,
par value $1.00 per share ("Petrie Common Stock"), held
of record at the close of business on March 16, 1995. In
connection with the Distribution, the Estate received
14,055,637 Shares with respect to the Estate's ownership
of 28,111,274 shares of Petrie Common Stock.
In order to raise cash to meet federal and state
estate taxes, debts and expenses and to partially fund
bequests, on March 17, 1995, the executors approved a
plan (the "Plan") whereby the Estate will sell, from time
to time within 120 days of March 17, 1995, up to
approximately 8,000,000 Shares. In addition, the Estate
sold short 3,000,000 Shares in open market transactions
prior to March 17, 1995. Pursuant to the Plan, as of the
close of business on March 24, 1995, the Estate has sold
194,000 Shares in open market transactions. See Schedule I.
As soon as practicable, the Estate intends to cover its
short positions in the Shares.
Except as set forth herein, the Estate does not have
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. The Estate
reserves the right to acquire or dispose of Shares, or to
formulate other purposes, plans or proposals regarding
the Issuer or the Shares held by the Estate to the extent
deemed advisable in light of general investment policies,
market conditions and other factors.
Item 5. Interest in the Securities of the Issuer.
(a)-(c) The Estate beneficially owns, and has sole
voting and dispositive power with respect to, 12,557,664 Shares,
constituting approximately 4.5% of the 279,789,866 Shares
issued and outstanding on January 28, 1995, as reported
to the Estate by the Issuer. As more fully set forth in
Schedule I hereto, between March 10, 1995 and March 20,
1995, the Estate, in order to raise cash to meet certain
of its obligations, sold short a total of 3,194,000
Shares in open market transactions for a total
consideration of $77,256,575. On March 24, 1995, the Estate
used 1,497,973 Shares to cover short positions.
The amounts beneficially owned by the Estate do not
include any Shares owned by the executors of the Estate in
their individual capacity. To the best of the Estate's knowledge,
Shares are held by the following executors: Ms. Gerstein
(146,939 Shares), Mr. Bernard Petrie (17,400 Shares),
Mrs. Petrie (3,190 Shares), Ms. Stern (91,045 Shares) and
Mr. Tisch (500 Shares).
Each of the executors disclaims beneficial ownership
of the Shares held by the Estate. The executors of the
Estate share equally the power to dispose of, and vote,
the Shares held by the Estate.
(d) Inapplicable.
(e) The Estate, as of the close of business on March 24,
1995, has ceased to be a beneficial owner of 5% of the Issuer.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Pursuant to Milton Petrie's will, the executors of
the Estate share equally the power to dispose of, and
vote, the Shares held by the Estate. There is no
understanding among the executors with respect to the
voting of the Shares held by them in their individual
capacities.
Item 7. Material to be Filed as Exhibits.
The following document is attached hereto as an
Exhibit:
Exhibit A Letters Testamentary, issued on December
16, 1994
SCHEDULE I
Set forth below are the dates, the number of shares
of Shares and the price per share for the Shares sold
short in open market transactions by the Estate within
the 60 days prior to March 24, 1995.
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 27, 1995
ESTATE OF MILTON PETRIE
By: /s/ JOSEPH H. FLOM
Joseph H. Flom
Executor
By: *
Hilda Kirschbaum Gerstein
Executor
By: *
Jerome A. Manning
Executor
By: *
Bernard Petrie
Executor
By: *
Carroll Petrie
Executor
By: *
Dorothy Fink Stern
Executor
By: *
Laurence A. Tisch
Executor
By: *
David Zack
Executor
* By: /s/ JOSEPH H. FLOM
Joseph H. Flom
Attorney-in-fact
Dated: March 27, 1995
EXHIBIT INDEX
Exhibit
Exhibit A Letters Testamentary,
issued December 16, 1994
EXHIBIT A
TY--694694 Form CR12397
4686/94 The People of the State of New York,
To all to whom these presents shall come or may concern,
SEND GREETING:
Know Ye, That we, having inspected the records
of our Surrogate's Court in and for the County of New
York, do find that on the 16th day of December in the
year one thousand nine hundred and 94 by said Court
Letters Testamentary on the estate of MILTON PETRIE
late of the County
of New York, deceased, were granted unto
CARROLL PETRIE, BERNARD PETRIE, JOSEPH H. FLOM, LAURENCE
A. TISCH, HILDA KIRSCHBAUM GERSTEIN, DOROTHY FINK STERN,
JEROME A. MANNING AND DAVID ZACK the Executors named in
the last Will and Testament of said deceased, and that it
does not appear by said Records that said Letters have
been revoked.
In Testimony Whereof, we have caused the Seal
of the Surrogate's Court of the County of New York to be
hereunto affixed.
Witness, Honorable Eve Preminger, a Surrogate
of our said County, in the City of New York, the 2nd day
of March in the year of our Lord one thousand nine
hundred and 95
[SEAL]
/s/ Robert M. Reaves
Clerk of the Surrogate's Court
