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
August 15, 1995
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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.
On August 15, 1995, Petrie Stores Corporation,
a New York corporation ("Petrie"), made a second
liquidating distribution (the "Distribution") of an
aggregate of 5,235,035 shares of common stock, par value
$.10 per share, of Toys "R" Us, Inc., a Delaware
corporation ("Toys Common Stock"), or approximately 34.2%
of the Toys Common Stock held by Petrie, pursuant to
Petrie's Plan of Liquidation and Dissolution. In the
Distribution, shareholders of Petrie received, without
consideration, 0.1 of a share of Toys Common Stock for
every share of Petrie common stock, par value $1.00 per
share, held of record at the close of business on August
7, 1995.
Following the Distribution, Petrie holds
10,055,576 shares of Toys Common Stock. If Petrie's
Quarterly Report on Form 10-Q for the quarterly period
ended April 29, 1995 had reflected the Distribution,
Petrie's investment in Toys Common Stock would have been
reduced by approximately $132.8 million, Petrie's
deferred income tax liability would have been reduced by
approximately $30.4 million and Petrie's net assets in
liquidation would have been reduced by approximately
$102.4 million, resulting in net assets in liquidation as
of April 29, 1995 of approximately $209.4 million.
Sometime during Petrie's current fiscal year,
but not later than January 24, 1996, Petrie will place
its then remaining shares of Toys Common Stock 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 held by Petrie will be made
from time to time to holders of beneficial interests in
the Liquidating Trust to the extent that such shares are
not needed to satisfy Petrie's contingent liabilities.
It has not yet been determined whether Petrie will make
another liquidating distribution prior to establishing
the Liquidating Trust.
A copy of Petrie's Plan of Liquidation and
Dissolution was previously filed as an exhibit to
Petrie's Proxy Statement, dated as of November 17, 1995,
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: August 30, 1995
PETRIE STORES CORPORATION
By: /s/ STEPHANIE R. JOSEPH
Stephanie R. Joseph
Secretary and Principal
Legal Officer
