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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)(l), 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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NOTICE OF RECONVENED ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 24, 1995
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The reconvened 1994 Annual Meeting of Shareholders of Petrie Stores
Corporation, a New York corporation ("Petrie"), will be held at the offices of
Skadden, Arps, Slate, Meagher & Flom, 33rd Floor, 919 Third Avenue, New York,
New York, on Tuesday, January 24, 1995, at 9:00 a.m., local time, and any
adjournment or postponement thereof (the "Reconvened Annual Meeting"), for the
following purposes:
1. To approve the exchange (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 Petrie (currently, approximately
39.9 million shares) and cash (presently estimated to be approximately $175
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 of cash
divided by the average of the market value of a share of Toys Common Stock
on the ten trading days next preceding the second trading day prior to the
closing date of the Exchange, pursuant to an Acquisition Agreement, dated
as of April 20, 1994, between Toys "R" Us and Petrie, as amended on May 10,
1994 (the "Toys Acquisition Agreement");
2. To approve the establishment of a liquidating trust (the "Liquidating
Trust") and the complete liquidation and dissolution of Petrie (the
"Liquidation"); and
3. To transact such other business as may properly come before the
Reconvened Annual Meeting.
Approval of the Exchange will constitute approval by Petrie shareholders in
accordance with Section 909 of the New York Business Corporation Law (the
"NYBCL") of the sale of all or substantially all of the assets of Petrie.
Approval of the Liquidation will constitute approval by Petrie shareholders in
accordance with Section 1001 of the NYBCL of the dissolution of Petrie, and
adoption by Petrie of the Plan of Liquidation and Dissolution, attached as
Annex C to the Proxy Statement/Prospectus, pursuant to which the Liquidating
Trust will succeed to the remaining assets and liabilities of Petrie.
UNLESS EACH OF THE EXCHANGE AND THE LIQUIDATION IS APPROVED BY PETRIE
SHAREHOLDERS, THE AGGREGATE BENEFITS THEREFROM WILL NOT BE REALIZED. THEREFORE,
PETRIE'S BOARD OF DIRECTORS RECOMMENDS THAT PETRIE SHAREHOLDERS VOTE IN FAVOR
OF EACH SUCH PROPOSAL.
The Board of Directors of Petrie has fixed the close of business on October
31, 1994, as the record date (the "Meeting Record Date") for the determination
of the shareholders entitled to notice of and to vote at the Reconvened Annual
Meeting. Accordingly, only holders of record of Petrie Common Stock at the
close of business on the Meeting Record Date shall be entitled to vote at the
Reconvened Annual Meeting, either by proxy or in person. Each share of Petrie
Common Stock is entitled to one vote on each matter to be acted upon or which
may properly come before the Reconvened Annual Meeting.
Proxy cards previously solicited by Petrie in connection with the Annual
Meeting will remain valid unless revoked. The completion and return of a yellow
proxy card will constitute a revocation of any previously completed and
returned proxy card only as to the proposals to be voted upon at the Reconvened
Annual Meeting. Whether or not you plan to attend the Reconvened Annual
Meeting, please complete, sign and date the enclosed yellow proxy card and mail
it promptly using the enclosed pre-addressed, postage-paid, return envelope, if
you have not previously voted or you wish to change your vote. If you attend
the Reconvened Annual Meeting, you may vote in person if you wish, even if you
have previously returned a white, blue or yellow proxy card. Your prompt
attention is appreciated.
January 6, 1995
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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"), as amended by the
Supplement to the Proxy Statement/Prospectus, dated November 17, 1994 (the
"First Supplement to the Proxy Statement/Prospectus"), previously sent to
shareholders of Petrie Stores Corporation ("Petrie") in connection with its 1994
Annual Meeting of Shareholders. This Supplement is being furnished to Petrie
shareholders in connection with the reconvened 1994 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 January 24, 1995 at 9:00
a.m., local time, and any adjournment or postponement thereof (the "Reconvened
Annual Meeting"). This Supplement should be read in conjunction with the Proxy
Statement/Prospectus and the First Supplement to 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 or the First
Supplement to 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 January 6, 1995.
The date of this Supplement is January 6, 1995.
PROXIES
A yellow proxy card has been enclosed with this Supplement and contains two
proposals which were on the white proxy card and blue proxy card previously
sent to Petrie shareholders with the Proxy Statement/Prospectus and the First
Supplement to the Proxy Statement/Prospectus, respectively, and which were not
subject to a shareholder vote at the Annual Meeting prior to the adjournment
thereof. On the yellow proxy card, Petrie shareholders are being asked to
approve (i) the exchange (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 Petrie (currently, approximately 39.9 million
shares), and cash (presently estimated to be approximately $175 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 of cash divided by the average of the market
value of a share of Toys Common Stock on the ten trading days next preceding
the second trading day prior to the closing date of the Exchange, and (ii) the
establishment of a liquidating trust and the complete liquidation and
dissolution of Petrie. Proxy cards previously solicited by Petrie in connection
with the Annual Meeting will remain valid unless revoked. Any
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proxy given pursuant to this solicitation or any previous solicitation, with
respect to the proposals to be voted on at the Reconvened Annual Meeting, 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 Reconvened 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 Reconvened Annual Meeting or (iii) attending the
Reconvened Annual Meeting and voting in person (although attendance at the
Reconvened 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 Reconvened
Annual Meeting.
TOYS' HOLIDAY SEASON RESULTS
On January 3, 1995, Toys "R" Us announced that its sales for the holiday
selling season (8 weeks ended December 24, 1994) increased 8.7% to $3.704
billion, compared to $3.406 billion for the same period a year ago. Toys "R" Us
also announced that its year-to-date sales rose 10.6% to $8.249 billion from
$7.458 billion in the same period last year. Also, comparable United States toy
store sales rose 1% for such 8 week period and 3% for the period year-to-date.
CONVERTIBLE DEBENTURES
As of the close of business on December 16, 1994, $123,156,000 principal
amount of Petrie's outstanding 8% Convertible Subordinated Debentures due
December 15, 2010 (the "Convertible Debentures") were converted into 5,565,985
shares of Petrie common stock, par value $1.00 per share ("Petrie Common
Stock"). The remaining $1,844,000 principal amount of Convertible Debentures
were redeemed at a redemption price of $1,008 per $1,000 principal amount of
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. As a result of the foregoing
conversions, the number of shares of Petrie Common Stock outstanding has
increased to 52,349,103 shares.
CONSUMMATION OF THE DISPOSITION OF PETRIE'S RETAIL OPERATIONS
On December 9, 1994, Petrie consummated the disposition (the "Disposition")
of all of its and its subsidiaries' retail store operations to PS Stores
Acquisition Corp., a Delaware corporation formed by an investor group led by
E.M. Warburg, Pincus & Co., Inc. The purchase price for the Disposition was
$190 million in cash plus the assumption of certain liabilities of Petrie and
its subsidiaries. Taking into effect the approximately $12.5 million in
expenses incurred by Petrie in connection with the consummation of the
Disposition, the net purchase price of the retail operations was approximately
$177.5 million.
Following the consummation of the Disposition, Jay Galin, Allan Laufgraben,
Peter A. Left and Daniel G. Maresca resigned from Petrie's Board of Directors.
COMPARATIVE PER SHARE DATA
The following chart sets forth the market value of the Toys Common Stock to
be received by Petrie shareholders as liquidating distributions by Petrie for
each share of Petrie Common Stock held, based on the assumptions that, as of
the closing date of the Exchange (the "Closing Date"), (i) Petrie will have
52.349 million shares of Petrie Common Stock outstanding; (ii) Petrie will hold
36.527 million shares of Toys Common Stock after the consummation of the
Exchange; (iii) Petrie will have reduced its contingent liabilities to $200
million (although Petrie has waived the condition in the Toys Acquisition
Agreement relating to the reduction of its contingent liabilities to $200
million) and determined to retain $125 million in the Liquidating Trust (in the
form of cash or Toys Common Stock); (iv) the net proceeds from the Disposition
will have
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yielded approximately $177.5 million to Petrie; and (v) the average of the high
and low reported consolidated trading sales prices on the NYSE of Toys Common
Stock during the ten trading days next preceding the second trading day prior
to the Closing Date are as set forth below. In addition, Petrie shareholders
will receive their pro rata share of the Liquidating Trust. Based upon the
assumptions set forth above, the Liquidating Trust will (i) have an aggregate
of $125 million in assets and $200 million in contingent liabilities and (ii)
initially be funded with Toys Common Stock having a value of approximately
$2.39 for each share of Petrie Common Stock. Depending upon the amount of
Petrie's contingent liabilities which become actual liabilities, the interests
of Petrie shareholders in the Liquidating Trust may be worth as much as
approximately $2.39 for each share of Petrie Common Stock or have little or no
value. Petrie will not distribute any fractional shares of Toys Common Stock to
its shareholders and in lieu thereof will make a cash payment. THERE CAN BE NO
ASSURANCES AS TO THE AMOUNT OF PETRIE'S CONTINGENT LIABILITIES, THE SIZE OF THE
LIQUIDATING TRUST OR THE VALUES SET FORTH IN THIS PARAGRAPH OR THE MATRIX
BELOW, WHICH ARE PRESENTED FOR ILLUSTRATIVE PURPOSES ONLY. ACTUAL VALUES MAY
VARY SUBSTANTIALLY. SEE "COMPARATIVE PER SHARE DATA" IN THE PROXY
STATEMENT/PROSPECTUS.
<TABLE>
<CAPTION>
MARKET VALUE OF TOYS COMMON STOCK
MARKET VALUE PER SHARE OF TO BE RECEIVED IN EXCHANGE FOR
TOYS COMMON STOCK EACH SHARE OF PETRIE COMMON STOCK
------------------------- ---------------------------------
<S> <C>
$25.00................................. $18.45
$27.50................................. $20.19
$30.00................................. $21.94
$32.50................................. $23.68
$35.00................................. $25.42
</TABLE>
On January 4, 1995, the most recent practicable date prior to the printing of
this Supplement, the closing price per share on the NYSE Composite Tape of
Petrie Common Stock was $22 and Toys Common Stock was $30.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Skadden, Arps, Slate, Meagher & Flom, a law firm ("Skadden, Arps"), is
counsel to Petrie and the Estate of Milton Petrie, and has provided services to
each. Effective upon the consummation of the Disposition, Alan C. Myers, a
partner of Skadden, Arps, was elected Secretary of Petrie, and Keith E.
Gottfried, an associate of Skadden, Arps, was elected Assistant Secretary of
Petrie.
GENERAL
As the Disposition has been consummated, if the Exchange and the Liquidation
are not consummated, Petrie's shareholders would own shares in a company whose
sole assets would be cash and Toys Common Stock. Petrie's Board of Directors
has not yet considered how it would manage Petrie in such event. However,
Petrie may be required to register as a closed-end investment company under the
1940 Act if it does not promptly invest a sufficient amount of its assets such
that it is primarily engaged in businesses other than investing, reinvesting
and trading in, or owning or holding, investment securities. Although it is not
possible to quantify the per share value of Petrie Common Stock were Petrie to
become an investment company, it is expected that such common stock, like the
common stock of closed-end investment companies generally, could trade at a
discount from the value of its underlying assets, which initially would consist
primarily of Toys Common Stock. See "THE DISPOSITION--Investment Company
Considerations" in the Proxy Statement/Prospectus.
Requests for additional copies of this Supplement, the Proxy
Statement/Prospectus and the First Supplement to 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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Petrie Stores Corporation
70 Enterprise Avenue
Secaucus, New Jersey 07094
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
PROXY FOR THE RECONVENED 1994 ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON JANUARY 24, 1995
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 held
of record by the undersigned on October 31, 1994 at the reconvened 1994 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,
January 24, 1995, at 9:00 a.m., local time, and at any and all adjournments or
postponements thereof (the "Reconvened 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 Supplements
thereto, dated November 17, 1994 and January 6, 1995.
Shares represented by all properly executed proxies will be voted in accordance
with instructions appearing on the proxy and at the discretion of the proxy
holders as to any other matter that may properly come before the Reconvened
Annual Meeting of Shareholders. IN THE ABSENCE OF SPECIFIC INSTRUCTIONS, PROXIES
WILL BE VOTED FOR ITEM 1 AND FOR ITEM 2 AND AT THE DISCRETION OF THE PROXY
HOLDERS AS TO ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE RECONVENED
ANNUAL MEETING OF SHAREHOLDERS.
(TO BE SIGNED ON REVERSE SIDE)
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[X] Please mark your
votes as in this
example.
1. Approval of the exchange (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 Petrie (currently,
approximately 39.9 million shares) and cash (presently estimated to be
$175 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 of cash divided by the average of the market value of a
share of Toys Common Stock on the ten trading days next preceding the
second trading day prior to the closing date of the Exchange.
2. Approval of the establishment, of a liquidating must and the complete
liquidation and dissolution of Petrie.
FOR AGAINST ABSTAIN
[ ] [ ] [ ]
[ ] [ ] [ ]
PLEASE DATE, SIGN, AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE.
______________________________________________________ DATE ____________
Signature
______________________________________________________ DATE ____________
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.
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