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
December 28, 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.
In accordance with the Plan of Liquidation and
Dissolution 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, from December 28, 1995 through January 4, 1996, Petrie
sold in open market transactions (the "Sale") an aggregate of
2,000,000 shares of common stock, par value $.10 per share, of
Toys "R" Us, Inc., a Delaware corporation ("Toys Common Stock"),
or approximately 28.3% of the Toys Common Stock held by Petrie
prior to the Sale. The aggregate consideration for the Sale,
after commissions and Securities and Exchange Commission fees,
was approximately $45.9 million. Petrie does not expect to
incur any tax on the Sale.
The Sale was made in order for Petrie to
diversify its assets. Following the Sale, Petrie holds
5,055,576 shares of Toys Common Stock and approximately
$131 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 October 28, 1995, the last day of Petrie's third
quarterly period, and Petrie's Quarterly Report on Form
10-Q for such quarterly period had reflected the Sale,
Petrie's investment in Toys Common Stock would have been
reduced by approximately $44.3 million, Petrie's deferred
income tax liability would have been increased by
approximately $5.4 million, Petrie's cash and cash
equivalents would have been increased by approximately
$45.9 million, and the net realized and unrealized loss
on Toys Common Stock would have been reduced by $1.6
million, resulting in net assets in liquidation as of
October 28, 1995 of approximately $178.1 million.
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: January 11, 1996
PETRIE STORES CORPORATION
By: /s/ STEPHANIE R. JOSEPH
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Stephanie R. Joseph
Secretary and Principal
Legal Officer
