SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
October 26, 1995
________________________________________________
Date of report (Date of earliest event reported)
Petrie Stores Corporation
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(Exact Name of Registrant as Specified in Charter)
New York 1-6166 36-2137966
______________ _____________________ __________________
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
70 Enterprise Avenue
Secaucus, New Jersey 07094
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(Address of Principal Executive Offices and Zip Code)
(201) 866-3600
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(Registrant's telephone number, including area code)
N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
In accordance with the Plan of Liquidation and
Dissolution (the "Plan of Liquidation") of Petrie Stores
Corporation, a New York corporation ("Petrie"), approved
by Petrie's shareholders at Petrie's Reconvened Annual
Meeting of Shareholders held on January 24, 1995, on
October 25 and 26, 1995, Petrie sold (the "Sale") an
aggregate of 3,000,000 shares of common stock, par value
$.10 per share, of Toys "R" Us, Inc., a Delaware
corporation ("Toys Common Stock"), or approximately 29.8%
of the Toys Common Stock held by Petrie. The aggregate
consideration for the Sale, after commissions, was
approximately $66 million. Petrie does not expect to
incur any tax on the Sale.
The Sale was made in order for Petrie to
diversify its assets in light of the recent decline in
the price per share of Toys Common Stock and the recent
bankruptcy filing by Petrie Retail, Inc., a Delaware
corporation and a former wholly-owned subsidiary of
Petrie to which all of Petrie's and its subsidiaries'
retail operations were transferred in December 1994
("Petrie Retail"). As a result of such bankruptcy,
Petrie may be called upon to satisfy certain lease and
other obligations (such other obligations are not
expected to result in a material liability for Petrie) of
Petrie Retail and its subsidiaries. Petrie's potential
liability as a guarantor of certain lease obligations of
Petrie Retail and its subsidiaries will depend on, among
other things, the extent to which Petrie Retail rejects
leases in bankruptcy with respect to which Petrie is a
guarantor and the extent to which landlords of leases
which are rejected in bankruptcy find new tenants for the
properties underlying such leases. No assurance can be
given as to what the ultimate effect of Petrie Retail's
bankruptcy filing will be with respect to the lease
guarantees and other liabilities of Petrie.
Following the Sale, Petrie holds 7,055,576
shares of Toys Common Stock and approximately $86 million
in cash and cash equivalents (including the proceeds of
the Sale). Cash equivalents are invested, directly or
indirectly, in obligations of the United States Treasury
and certain agencies or instrumentalities of the United
States Government. If the Sale had taken place on July
29, 1995, the last day of Petrie's second quarterly
period, and Petrie's Quarterly Report on Form 10-Q for
such quarterly period had reflected the Sale and the
second liquidating distribution that occurred on August
15, 1995, Petrie's investment in Toys Common Stock would
have been reduced by approximately $236.8 million,
Petrie's deferred income tax liability would have been
reduced by approximately $57.5 million, Petrie's cash and
cash equivalents would have been increased by
approximately $66 million, and a net loss of
approximately $19 million would have been recorded,
resulting in net assets in liquidation as of July 29,
1995 of approximately $227.2 million.
Pursuant to Petrie's Plan of Liquidation,
Petrie intends to complete its liquidation by January 24,
1996, or as soon thereafter as is practicable.
Thereafter, Petrie will place its then remaining shares
of Toys Common Stock, cash and cash equivalents and any
other assets in a liquidating trust (the "Liquidating
Trust") and Petrie's shareholders will become holders of
beneficial interests in the Liquidating Trust.
Additional distributions of shares of Toys Common Stock
and/or cash held by Petrie will be made from time to time
to holders of beneficial interests in the Liquidating
Trust to the extent that such assets are no longer needed
to provide for Petrie's actual and contingent
liabilities. It has not yet been determined whether
Petrie will make another liquidating distribution prior
to establishing the Liquidating Trust.
A copy of the Plan of Liquidation was previously
filed as an exhibit to Petrie's Proxy Statement, dated as
of November 17, 1994, and is incorporated herein by reference.
Signature
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: November 2, 1995
PETRIE STORES CORPORATION
By: /s/ STEPHANIE R. JOSEPH
Stephanie R. Joseph
Secretary and Principal
Legal Officer
