SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
AMENDMENT NO. 23
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
May 12, 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 Statement because of Rule 13d-1(b)(3) or
(4), check the following: ( )
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
NUMBER OF 15,902,702
SHARES
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 4,199,646
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 OF CLASS REPRESENTED BY AMOUNT IN ROW 11
5.7%
(14) TYPE OF REPORTING PERSON
CO
This Amendment No. 23 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 State-
ment.
Item 5. Interest in Securities of the Issuer.
Item 5 is hereby amended as follows:
(a)-(c) Between April 20, 1995 and May 12, 1995,
the Estate of Milton Petrie (the "Estate") sold an aggre-
gate of 2,975,600 Shares in open market transactions for
a total consideration of $77,935,425 as more fully set
forth in Schedule I hereto. As of the close of business
on May 12, 1995, the Estate beneficially owned 3,486,137
Shares, representing approximately 1.3 percent of the
277,234,993 Shares issued and outstanding as of April 10,
1995 (as reported in the Issuer's Proxy Statement, dated
as of April 21, 1995).
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 April 20, 1995 and May 12,
1995.
Transaction Price Per Number of
Date Share* Shares
April 20, 1995 $26.00 100,000
April 21, 1995 $26.00 100,000
April 21, 1995 $26.125 74,500
April 24, 1995 $26.125 5,000
April 25, 1995 $26.00 101,800
April 25, 1995 $26.125 154,200
April 26, 1995 $26.00 20,000
May 11, 1995 $25.50 455,000
May 11, 1995 $25.625 145,000
May 11, 1995 $25.875 20,100
May 12, 1995 $26.00 500,000
May 12, 1995 $26.375 500,000
May 12, 1995 $26.625 300,000
May 12, 1995 $26.75 200,000
May 12, 1995 $27.00 300,000
*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: May 15, 1995
PETRIE STORES CORPORATION
By: /s/ STEPHANIE R. JOSEPH
Stephanie R. Joseph
Secretary and Principal
Legal Officer
