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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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SCHEDULE 14A INFORMATION
PROXY STATEMENT
(PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934)
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FILED BY THE REGISTRANT [X]
FILED BY A PARTY OTHER THAN THE REGISTRANT [_]
CHECK THE APPROPRIATE BOX:
[_] PRELIMINARY PROXY STATEMENT
[_] DEFINITIVE PROXY STATEMENT
[X] DEFINITIVE ADDITIONAL MATERIALS
[_] SOLICITING MATERIALS PURSUANT TO (S) 240.14A-11(C) OR (S) 240.14A-12
PETRIE STORES CORPORATION
(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
PETRIE STORES CORPORATION
(NAME OF PERSON(S) FILING PROXY STATEMENT)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE BOX):
[_] $125 PER EXCHANGE ACT RULES 0-11(C)(1)(II), 14A-6(I)(1), OR 14A-6(J)(2).
[_] $500 PER EACH PARTY TO THE CONTROVERSY PURSUANT TO EXCHANGE ACT RULE 14A-
6(I)(3).
[_] FEE COMPUTED ON TABLE BELOW PER EXCHANGE ACT RULES 14A-6(I)(4) AND 0-11.
(1) TITLE OF EACH CLASS OF SECURITIES TO WHICH TRANSACTION APPLIES:
(2) AGGREGATE NUMBER OF SECURITIES TO WHICH TRANSACTION APPLIES:
(3) PER UNIT PRICE OR OTHER UNDERLYING VALUE OF TRANSACTION COMPUTED
PURSUANT TO EXCHANGE ACT RULE 0-11:
(4) PROPOSED MAXIMUM AGGREGATE VALUE OF TRANSACTION:
[X] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY EXCHANGE ACT RULE
0-11(A)(2) AND IDENTIFY THE FILING FOR WHICH THE OFFSETTING FEE WAS PAID
PREVIOUSLY. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER,
OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
(1) AMOUNT PREVIOUSLY PAID: (A) $297,706.25; (B) $283,206.25
(2) FORM, SCHEDULE OR REGISTRATION STATEMENT NO.: (A) SCHEDULE 14A; (B) FORM
S-4
(3) FILING PARTIES: (A) PETRIE STORES CORPORATION; (B) TOYS "R" US, INC.
(4) DATE FILED: (A) JUNE 24, 1994; (B) NOVEMBER 3, 1994
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PETRIE STORES CORPORATION
70 ENTERPRISE AVENUE
SECAUCUS, NEW JERSEY 07094
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SUPPLEMENT TO THE PROXY STATEMENT
DATED NOVEMBER 3, 1994
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43,700,000 SHARES
TOYS "R" US, INC.
COMMON STOCK
SUPPLEMENT TO THE PROSPECTUS
DATED NOVEMBER 3, 1994
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The following information amends, supplements and, to the extent
inconsistent, supersedes the corresponding information in the Proxy
Statement/Prospectus dated November 3, 1994 (the "Proxy Statement/Prospectus")
previously sent to Petrie shareholders in connection with the Annual Meeting of
Petrie shareholders, to be held at the offices of Skadden, Arps, Slate, Meagher
& Flom, 33rd Floor, 919 Third Avenue, New York, New York, on Tuesday, December
6, 1994, at 9:00 a.m., local time, and any adjournment or postponement thereof.
This Supplement should be read in conjunction with the Proxy
Statement/Prospectus. Capitalized terms used but not defined in this Supplement
shall have the meanings ascribed to them in the Proxy Statement/Prospectus. The
approximate date on which this Supplement and the accompanying form of proxy
card will first be sent to Petrie shareholders is November 17, 1994.
The date of this Supplement is November 17, 1994.
PROXIES
A blue proxy card has been enclosed with this Supplement and contains the
same proposals as the white proxy card previously sent to Petrie shareholders
with the Proxy Statement/Prospectus, except that on the blue proxy card Petrie
shareholders are being asked to ratify the selection of Ernst & Young LLP as
Petrie's independent auditors for the fiscal year ending January 28, 1995. See
"Ratification of Selection of Petrie's Independent Auditors." Petrie
shareholders should complete and return the blue proxy card accompanying this
Supplement even if they have previously completed and returned the white proxy
card. White proxy cards previously solicited by Petrie in connection with the
Annual Meeting will remain valid unless revoked. The completion and return of a
blue proxy card will constitute a revocation of a previously completed and
returned white proxy card. Any proxy given pursuant to this solicitation may be
revoked by the person giving it at any time before it is voted. Proxies may be
revoked by (i) filing with the Secretary of Petrie at or before the taking of
the vote at the Annual Meeting, a written notice of revocation bearing a later
date than the proxy, (ii) duly executing a later dated proxy relating to the
same shares and delivering it to the Secretary of Petrie before the taking of
the vote at the Annual Meeting or (iii) attending the Annual Meeting and voting
in person (although attendance at the Annual Meeting will not in and of itself
constitute a revocation of a proxy). Any written notice of revocation or
subsequent proxy should be sent so as to be delivered to Petrie Stores
Corporation, 70 Enterprise Avenue, Secaucus, New Jersey 07094, Attention:
Secretary, or hand-delivered to the Secretary of Petrie, at or before the
taking of the vote at the Annual Meeting.
DEATH OF MILTON PETRIE
On November 6, 1994, Milton Petrie, the founder and Chairman of the Board of
Petrie since Petrie's organization in 1932, died. At the time of his death, Mr.
Petrie was the record and beneficial owner of
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28,111,274 shares of Petrie Common Stock (approximately 60% of the outstanding
Petrie Common Stock) which have devolved to the Estate of Milton Petrie (the
"Petrie Estate"). Pursuant to Milton Petrie's last will and testament, eight
executors have been appointed: Joseph H. Flom, Hilda Kirschbaum Gerstein,
Jerome A. Manning, Bernard Petrie, Carroll Petrie, Dorothy Fink Stern, Laurence
A. Tisch and David Zack. Each of the executors disclaims beneficial ownership
of the Petrie Common Stock held by the Petrie Estate. The executors of the
Petrie Estate share equally the power to dispose of, and vote, Petrie Common
Stock held by the Petrie Estate.
In connection with the execution and delivery of the Toys Acquisition
Agreement, Mr. Petrie, by act of his attorneys-in-fact, entered into the Toys
Voting Agreement, and agreed to vote, or execute a consent with respect to such
shares, in favor of each part of the Transaction and granted Toys "R" Us an
irrevocable proxy to exercise all voting, consent and other rights to approve
each part of the Transaction. In connection with the execution and delivery of
the Retail Operations Stock Purchase Agreement, Mr. Petrie, by act of his
attorneys-in-fact, also entered into the WP Investors Voting Agreement, and
agreed to vote, or exercise a consent with respect to, his shares in favor of
the Retail Operations Stock Purchase Agreement. Both the Toys Voting Agreement
and the WP Voting Agreement provide that the irrevocable proxies granted
thereby shall survive the death of Milton Petrie, and accordingly are in full
force and effect.
CERTAIN FEDERAL INCOME TAX CONSEQUENCES
On November 15, 1994, Petrie and Toys "R" Us received the IRS Ruling. The IRS
Ruling is in all material respects in the form described in the Proxy
Statement/Prospectus, and allows Petrie to consummate the Exchange without
recognizing any gain on the disposition of the Toys Shares. It also allows
Petrie to distribute to Petrie shareholders the shares of Toys Common Stock
received in the Exchange without Petrie shareholders recognizing income as a
result of such distribution. In addition, Petrie shareholders will not
recognize any income with respect to any shares of Toys Common Stock placed
into the Liquidating Trust.
The IRS Ruling is conditioned on the Liquidating Trust being classified as a
liquidating trust for federal income tax purposes. Skadden, Arps, Slate,
Meagher & Flom, counsel to Petrie, has rendered an opinion that, as long as the
Liquidating Trust is formed and operated in accordance with the Liquidating
Trust Agreement and as described in the Proxy Statement/Prospectus, it will be
so classified. A copy of the IRS Ruling and of the opinion of Skadden, Arps,
Slate, Meagher & Flom have each been filed as an exhibit to the Registration
Statement of which the Proxy Statement/Prospectus forms a part. For information
as to how to obtain a copy of the IRS Ruling and/or the opinion of Skadden,
Arps, Slate, Meagher & Flom, see "AVAILABLE INFORMATION" in the Proxy
Statement/Prospectus.
CONVERTIBLE DEBENTURES
On November 10, 1994, Petrie called for redemption on December 12, 1994 all
of its Convertible Debentures at a redemption price of $1,008 per $1,000
principal amount of the Convertible Debentures, together with accrued and
unpaid interest thereon of $39.333 per $1,000 principal amount of Convertible
Debentures, from June 15, 1994 to, but not including, December 12, 1994. The
holders of the Convertible Debentures have the right to convert the Convertible
Debentures into approximately 45.1977 shares of Petrie Common Stock for each
$1,000 principal amount of Convertible Debentures and such right expires at
3:00 p.m. New York time on December 12, 1994. If all of the outstanding
Convertible Debentures were redeemed on December 12, 1994, the aggregate amount
necessary for redemption would be $129,414,786.55 (including $123,566,000 for
principal, $988,528 for premium and $4,860,258.55 for accrued interest from
June 15, 1994 to, but not including, December 12, 1994). If all of the
outstanding Convertible Debentures were converted into Petrie Common Stock,
approximately 5,584,903 additional shares of Petrie Common Stock would be
issued upon such conversion.
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THE TOYS ACQUISITION AGREEMENT
On November 15, 1994, Petrie waived its right to terminate the Toys
Acquisition Agreement in accordance with the provision thereof which provides
that Petrie may terminate the Toys Acquisition Agreement if it reasonably
determines that its and its subsidiaries' contingent liabilities have not been
reduced below $200 million. As of November 15, 1994, Petrie believes that its
and its subsidiaries' contingent liabilities have been reduced to approximately
$225 million.
NOMINEES FOR ELECTION AS DIRECTORS
Upon the consummation of the Retail Operations Stock Purchase, it is
presently anticipated that Jay Galin, Allan Laufgraben, Peter A. Left and
Daniel G. Maresca will resign from the Petrie Board of Directors.
RATIFICATION OF SELECTION OF PETRIE'S INDEPENDENT AUDITORS
David Zack, a retired partner in David Berdon & Co. ("David Berdon"),
Petrie's independent auditors, has been appointed an executor of the Petrie
Estate. As a result, David Berdon may no longer be deemed independent and, on
November 14, 1994, the Audit Committee and Petrie's Board of Directors approved
the appointment of Ernst & Young LLP as Petrie's independent auditors for the
fiscal year ending January 28, 1995, to replace David Berdon. David Berdon's
reports on Petrie's financial statements for the two most recent fiscal years
did not contain an adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principles.
During Petrie's two most recent fiscal years and the six months ended July 30,
1994, Petrie did not have any disagreements with David Berdon on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement, if not resolved to the satisfaction of
David Berdon, would have caused David Berdon to make reference thereto in
connection with its reports. During the two most recent fiscal years and the
six months ended July 30, 1994, Petrie has not consulted with Ernst & Young LLP
regarding the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on Petrie's financial statements or with respect to any matter that
was either the subject of a disagreement or a reportable event. Neither has
Ernst & Young LLP provided Petrie with either a written report or oral advice
that Ernst & Young LLP concluded was an important factor considered by Petrie
in reaching a decision as to an accounting, auditing or financial reporting
issue. At the Annual Meeting, Petrie's shareholders will be asked to ratify the
selection of Ernst & Young LLP as Petrie's independent auditors for the fiscal
year ending January 28, 1995.
Ernst & Young LLP has advised WP Investors in connection with the Retail
Operations Stock Purchase and serves as Toys "R" Us' independent auditors.
THE PETRIE BOARD OF DIRECTORS RECOMMENDS THAT PETRIE SHAREHOLDERS VOTE FOR
RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP TO SERVE AS PETRIE'S
INDEPENDENT AUDITORS FOR THE FISCAL YEAR ENDING JANUARY 28, 1995.
GENERAL
Requests for additional copies of this Supplement and the Proxy
Statement/Prospectus should be directed to Petrie's Transfer Agent, American
Stock Transfer & Trust Company, 40 Wall Street, New York, New York 10005,
telephone: (718) 921-8200.
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Annex A
Petrie Stores Corporation
70 Enterprise Avenue
Secaucus, New Jersey 07094
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
PROXY FOR THE 1994 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 6, 1994
The undersigned shareholder of Petrie Stores Corporation ("Petrie") hereby
appoints Joseph H. Flom, Alan C. Greenberg and Raymond S. Troubh and each of
them, the lawful attorneys and proxies of the undersigned, each with several
powers of substitution, to vote all the shares of Common Stock of Petrie Stores
Corporation held of record by the undersigned on October 31, 1994 at the Annual
Meeting of Shareholders to be held at the offices of Skadden, Arps, Slate,
Meagher & Flom, 33rd Floor, 919 Third Avenue, New York, New York, on Tuesday,
December 6, 1994, at 9:00 a.m., local time, and at any and all adjournments or
postponements thereof (the "Annual Meeting"), with all the powers the
undersigned would possess if personally present, upon all matters set forth in
the Proxy Statement/Prospectus, dated November 3, 1994, and the Supplement
thereto, dated November 17, 1994.
Shares represented by all properly executed proxies will be voted in accordance
with instructions appearing on the proxy and in the discretion of the proxy
holders as to any other matter that may properly come before the Annual Meeting
of Shareholders. IN THE ABSENCE OF SPECIFIC INSTRUCTIONS, PROXIES WILL BE VOTED
FOR the nominees set forth in ITEM 1, FOR ITEM 2, FOR ITEM 3, FOR ITEM 4, FOR
ITEM 5 AND AT THE DISCRETION OF THE PROXY HOLDERS AS TO ANY OTHER MATTER THAT
MAY PROPERLY COME BEFORE THE ANNUAL MEETING OF SHAREHOLDERS.
(TO BE SIGNED ON REVERSE SIDE)
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[X] Please mark your votes as in this example.
FOR all nominees WITHHOLD AUTHORITY
listed to right to vote for all
(except as marked to nominees
the contrary below) listed to right
1. ELECTION
OF [_] [_]
DIRECTORS
Nominees: Joseph H. Flom
Jay Galin
Hilda Kirschbaum Gerstein
Alan C. Greenberg
Allan Laufgraben
Peter A. Left
Daniel G. Maresca
Carroll Petrie
Jean Roberts
Dorothy Fink Stern
Laurence A. Tisch
Raymond S. Troubh
INSTRUCTION: To withhold authority to vote for any individual nominee(s), strike
a line through such nominee's name.)
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FOR AGAINST ABSTAIN
2. Approval of the disposition of Petrie's
retail operations. [_] [_] [_]
3. Approval of the exchange with Toys "R"
Us, Inc. ("Toys "R" Us") of all of the
shares of Toys "R" Us common stock,
par value $.10 per share
("Toys Common Stock"), held by
certain subsidiaries of Petrie (currently,
approximately 39.9 million shares) and cash
(presently estimated to be $180 million) [_] [_] [_]
for a number of shares of Toys Common Stock
equal to (a) the number of shares of Toys
Common Stock held by Petrie, less
approximately 3.3 million shares of Toys
Common Stock, plus (b) such amount cash
divided by the market value of a share
of Toys Common Stock.
4. Approval of the establishment of a
liquidating trust and the complete [_] [_] [_]
liquidation and dissolution of Petrie.
5. Approval and ratification of the appoint-
ment of Ernst & Young LLP as the
independent auditors of Petrie for the [_] [_] [_]
fiscal year ending January 28, 1995.
PLEASE DATE, SIGN, AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.
DATE
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Signature
DATE
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Signature if held jointly
IMPORTANT: Please sign as name(s) appear on this proxy, and date this proxy. If
a joint account, each joint owner must sign. If signing for a
corporation or partnership or as agent, attorney or fiduciary,
indicate the capacity in which you are signing.
