SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 20, 1994
PETRIE STORES CORPORATION
(Exact name of registrant as specified in charter)
New York 1-6166 36-213-7966
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) Identification No.)
70 Enterprise Avenue, Secaucus, New Jersey 07084
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (201) 866-3600
N/A
(Former name or former address, if changed since last report)
This report is an amendment to the Petrie Stores
Corporation current report on Form 8-K dated April 20,
1994.
5. Other Events
On April 20, 1994 Petrie Stores Corporation, a New
York corporation (the "Company"), entered into an
Acquisition Agreement (the "Acquisition Agreement") with
Toys "R" Us, Inc., a Delaware corporation ("Toys"),
pursuant to which the Company agreed to transfer all of
the common stock, par value $.10 per share ("Shares"), of
Toys held by the Company and its subsidiaries and, at the
option of the Company, cash to Toys in exchange for newly
issued Shares with an equivalent value, less
$115,000,000. The closing of the transaction is
conditioned upon, among other things, the Company
disposing of its retail operations in a manner to be
determined by the Company's Board of Directors. The
Acquisition Agreement provides that nothing in the
agreement shall require the Company to effect such
disposition other than on terms the Company's Board of
Directors finds acceptable. Milton Petrie, Chairman of
the Board of Directors of the Company, has entered into
the Voting Agreement (as hereinafter defined). As a
condition to Mr. Petrie's willingness to execute the
Voting Agreement, Mr. Petrie required, and the Board of
Directors agreed, that such disposition will not be
effected other than in a form (i.e., a rights offering in
which the Company's shareholders would be given the
opportunity to purchase shares in a new holding company
for the Company's retail operations, a sale to a third-
party buyer or a public offering of the shares of a new
holding company for the Company's retail operations) Mr.
Petrie finds acceptable. Promptly after the closing of
the transaction and the disposition of the Company's
retail operations, the Company will liquidate and
distribute to its stockholders the newly issued Shares,
except an amount to be held in a liquidating trust
established to cover the Company's contingent liabilities
as of the time of the closing. The closing of the
transaction is also conditioned upon the Company
receiving a favorable ruling from the Internal Revenue
Service to the effect that the disposition of Shares and
cash to Toys in exchange for newly issued Shares, the
subsequent liquidation of the Company and distribution of
Shares to the Company's stockholders will be nontaxable
transactions to the Company and its stockholders. The
transaction is also subject to the approval of holders of
two-thirds of the Company's outstanding common shares.
Mr. Petrie, who owns approximately 60% of the outstanding
and 54% of the fully diluted Company common shares, has
agreed to vote his shares in favor of the transaction
pursuant to a Voting Agreement and Proxy (the "Voting
Agreement"), dated as of April 20, 1994, between Mr.
Petrie and Toys.
The Acquisition Agreement, dated April 20, 1994, was
previously filed as an exhibit to this Statement and is
incorporated herein by reference. The Voting Agreement,
dated April 20, 1994, was previously filed as an exhibit
to this Statement and is incorporated herein by
reference. The Press Release, dated April 20, 1994,
announcing the signing of the Acquisition Agreement was
previously filed as an exhibit to this Statement and is
incorporated herein by reference.
Signatures
Pursuant to the requirements of the Securities
Exchange Act of 1934, the Registrant has duly caused this
report to be signed on its behalf by the undersigned
thereunto duly authorized.
Dated: April 27, 1994
PETRIE STORES CORPORATION
By: /s/ Peter A. Left
Name: Peter A. Left
Title: Vice Chairman, Chief
Operating Officer,
Chief Financial Officer
and Secretary
