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
January 22, 1996
________________________________________________
Date of report (Date of earliest event reported)
Petrie Stores Liquidating Trust
______________________________________________________
(Exact Name of Registrant as Specified in Charter)
New York 0-3777 Applied For
______________ _____________________ __________________
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
70 Enterprise Avenue
Secaucus, New Jersey 07094
____________________________________________________________
(Address of Principal Executive Offices and Zip Code)
(201) 866-3600
____________________________________________________
(Registrant's telephone number, including area code)
N/A
_____________________________________________________________
(Former Name or Former Address, if Changed Since Last Report)
Item 2. Acquisition or Disposition of Assets.
Pursuant to the Plan of Liquidation and
Dissolution of Petrie Stores Corporation, a New York
corporation ("Petrie"), which was approved at Petrie's
Reconvened Annual Meeting of Shareholders on January 24,
1995, and the Agreement and Declaration of Trust, dated
as of December 6, 1995, between Petrie and the trustees
named therein (the "Liquidating Trust Agreement"), a form
of which was also approved at Petrie's Reconvened Annual
Meeting of Shareholders, on January 22, 1996 (the
"Succession Date"), Petrie transferred its assets
(consisting of approximately $131 million in cash and
cash equivalents and 5,055,076 shares of Toys "R" Us,
Inc. common stock) to, and its remaining fixed and
contingent liabilities were assumed by (the
"Succession"), the Petrie Stores Liquidating Trust (the
"Liquidating Trust").
Each holder of Petrie common stock (CUSIP
716434 10 5), par value $1.00 per share ("Petrie Common
Stock"), as of the close of business on the Succession
Date, became the holder of one unit of beneficial interest
(CUSIP 716437 10 8) in the Liquidating Trust for each
share of Petrie Common Stock owned by such shareholder.
Holders of Petrie Common Stock will not be required to
take any action to receive their units of beneficial
interest. Certificates representing shares of Petrie
Common Stock will automatically be deemed to represent
a corresponding number of units of beneficial interest.
Trading in Petrie Common Stock (NYSE:
PST) was suspended as of the close of business on the
Succession Date on the New York, Boston, Cincinnati,
Pacific and Philadelphia Stock Exchanges. As of January
23, 1996, the beneficial interests in the Liquidating
Trust are quoted on the OTC Bulletin Board under the
symbol "PSLT".
As soon as practicable, Petrie will file a
Certificate of Dissolution with the Secretary of State of
the State of New York and, following the receipt of all
necessary consents, approvals and clearances, Petrie will
be dissolved.
The foregoing description of the Succession is
qualified in its entirety by reference to the Liquidating
Trust Agreement, which was filed as Exhibit 3.1 to the
Liquidating Trust's Registration Statement on Form 8-B,
filed with the Securities and Exchange Commission on
December 19, 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
Current Report on Form 8-K to be signed on its behalf by
the undersigned thereunto duly authorized.
Dated: January 23, 1996
PETRIE STORES LIQUIDATING TRUST
By: /s/ STEPHANIE R. JOSEPH
Stephanie R. Joseph
Manager and Chief Executive
Officer
