SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
PETRIE STORES LIQUIDATING TRUST
____________________________________________________________
(Name of issuer)
Units of Beneficial Interest
____________________________________________________________
(Title of class of securities)
716437 10 8
____________________________________________________________
(CUSIP number)
Jerome A. Manning, Esq.
Executor
Stroock & Stroock & Lavan
7 Hanover Square
New York, New York 10004
(212) 806-5400
_____________________________________________________________
(Name, address and telephone number of person authorized
to receive notices and communications)
Copy to:
Jonathan L. Koslow, Esq.
Skadden, Arps, Slate, Meagher & Flom
919 Third Avenue
New York, New York 10022
(212) 735-3000
January 22, 1996
____________________________________________________________
(Date of event which requires
filing of this statement)
If the filing person has previously filed a statement on
Schedule 13G to report the acquisition which is the
subject of this Statement because of Rule 13d-1(b)(3) or
(4), check the following box: ( )
Check the following box if a fee is being paid with this
statement: (X)
SCHEDULE 13D
CUSIP No.: 716437 10 8
_________________________________________________________________
(1) NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Estate of Milton Petrie
13-7048253
_________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) ( )
(b) ( )
_________________________________________________________________
(3) SEC USE ONLY
_________________________________________________________________
(4) SOURCE OF FUNDS*
OO
_________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) or 2(e) ( )
__________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Surrogates Court, State of New York, County of New York
_________________________________________________________________
(7) SOLE VOTING POWER
NUMBER OF 28,111,274
SHARES ___________________________________
BENEFICIALLY (8) SHARED VOTING POWER
OWNED BY 0
EACH ___________________________________
REPORTING (9) SOLE DISPOSITIVE POWER
PERSON 28,111,274
WITH ___________________________________
(10) SHARED DISPOSITIVE POWER
0
_________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,111,274
_________________________________________________________________
(12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* ( )
_________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
53.7%
_________________________________________________________________
(14) TYPE OF REPORTING PERSON*
OO
_________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Item 1. Security and Issuer.
This Statement on Schedule 13D (this "Statement")
relates to the units of beneficial interest
(collectively, the "Beneficial Interests") in the Petrie
Stores Liquidating Trust (the "Issuer"). The address of
the principal executive offices of the Issuer is 70
Enterprise Avenue, Secaucus, New Jersey 07094.
Item 2. Identity and Background.
(a)-(c), (f) This Statement is being filed on
behalf the Estate of Milton Petrie (the "Estate"). The
business address of the Estate is c/o Skadden, Arps,
Slate, Meagher & Flom, 919 Third Avenue, New York, New
York 10022, Attention: Jonathan L. Koslow, Esq.
Pursuant to the Letters Testamentary, issued on
December 16, 1994 (the "Letters Testamentary") by the
Surrogates Court of the State of New York, County of New
York, the Estate is administered by eight executors:
Joseph H. Flom, Hilda Kirschbaum Gerstein, Jerome A.
Manning, Bernard Petrie, Carroll Petrie, Dorothy Stern
Ross, Laurence A. Tisch and David Zack.
Mr. Flom is a trustee of the Issuer, an attorney and
a partner in Skadden, Arps, Slate, Meagher & Flom, a law
firm, counsel to the Issuer and Petrie Stores
Corporation, the predecessor to the Issuer ("Petrie
Stores"), and co-counsel to the Estate. His principal
business address is Skadden, Arps, Slate, Meagher & Flom,
919 Third Avenue, New York, New York 10022.
Ms. Gerstein is the President and Chief Executive
Officer of Petrie Stores. Ms. Gerstein's principal
business address is c/o Petrie Stores Corporation, 70
Enterprise Avenue, Secaucus, New Jersey 07094.
Mr. Manning is an attorney and a partner in Stroock
& Stroock & Lavan, a law firm and co-counsel to the
Estate. His principal business address is Stroock &
Stroock & Lavan, 7 Hanover Square, New York, New York
10004.
Mr. Bernard Petrie, the son of Milton Petrie, is a
trustee of the Issuer, a director of Petrie Stores and an
attorney. His principal business address is The Law
Offices of Bernard Petrie, 633 Battery Street, San
Francisco, California 94111.
Mrs. Petrie, the wife of Milton Petrie at the time
of his death, is a private investor and philanthropist.
Her principal address is c/o Davis, Polk & Wardwell, 450
Lexington Avenue, New York, New York 10017.
Ms. Ross is a director of Petrie Stores. Her
principal business address is c/o Petrie Stores
Corporation, 70 Enterprise Avenue, Secaucus, New Jersey
07094.
Mr. Tisch is a trustee of the Issuer, a director of
Petrie Stores and Co-Chairman of the Board of Directors
and Co-Chief Executive Officer of Loews Corporation, a
diversified holding company. His principal business
address is Loews Corporation, 667 Madison Avenue, 7th
Floor, New York, New York 10021.
Mr. Zack is an accountant and a retired partner in
David Berdon & Co., an accounting firm and accountant to
the Estate. His principal business address is David
Berdon & Co. LLP, 415 Madison Avenue, New York, New York
10017-1178.
Mr. Flom, Ms. Gerstein, Mr. Manning, Mr. Bernard
Petrie, Mrs. Petrie, Ms. Ross, Mr. Tisch and Mr. Zack are
citizens of the United States.
(d)-(e) During the past five years, none of the
Estate, Mr. Flom, Ms. Gerstein, Mr. Manning, Mr. Bernard
Petrie, Mrs. Petrie, Ms. Ross, Mr. Tisch and Mr. Zack has
been convicted in a criminal proceeding, or been a party
to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such
proceeding been subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violations with respect to
such laws.
Item 3. Source and Amount of Funds or Other
Consideration.
The Beneficial Interests which are the subject of
this Statement were distributed to the Estate, without
consideration, in connection with the liquidation of
Petrie Stores. On January 22, 1996 (the "Succession
Date"), Petrie Stores transferred its assets to, and its
liabilities were assumed by, the Issuer. Each
shareholder of Petrie Stores as of the close of business
on the Succession Date became the holder of one
Beneficial Interest for each share of Petrie Stores
common stock, par value $1.00 per share ("Petrie Stores
Common Stock"), owned by such shareholder.
Item 4. Purpose of Transaction.
On the Succession Date, each Petrie Stores
shareholder received one Beneficial Interest for each
share of Petrie Stores Common Stock owned by such
shareholder. As a result, the Estate became the
beneficial owner of 28,111,274 Beneficial Interests with
respect to the Estate's beneficial ownership of
28,111,274 shares of Petrie Stores Common Stock. The
Estate does not have any plans or proposals which relate
to or would result in any of the actions or transactions
specified in clauses (a) through (j) of Item 4 of
Schedule 13D. The Estate reserves the right to acquire
or dispose of Beneficial Interests, or to formulate other
purposes, plans or proposals regarding the Issuer or the
Beneficial Interests held by the Estate to the extent
deemed advisable in light of general investment policies,
market conditions and other factors.
Item 5. Interest in the Securities of the Issuer.
(a)-(c) The Estate beneficially owns, and has sole
voting and dispositive power with respect to, 28,111,274
Beneficial Interests, constituting approximately 53.7% of
the 52,350,238 issued and outstanding Beneficial
Interests as of the close of business on January 22,
1996, as reported in the Issuer's Registration Statement
on Form 8-B dated as of December 18, 1995. The Estate
has sole voting and dispositive power with respect to
28,111,274 Beneficial Interests.
The amounts beneficially owned by the Estate do not
include any Beneficial Interests owned by the executors
of the Estate in their individual capacity. To the best
of the Estate's knowledge, Beneficial Interests are held
by the following executors: Ms. Gerstein (292,268
Beneficial Interests), Mr. Bernard Petrie (34,500
Beneficial Interests), Mrs. Petrie (6,380 Beneficial
Interests), Ms. Ross (180,191 Beneficial Interests) and
Mr. Tisch (1,000 Beneficial Interests).
Each of the executors disclaims beneficial ownership
of the Beneficial Interests held by the Estate. The
executors of the Estate share equally the power to
dispose of, and vote, the Beneficial Interests held by
the Estate.
(d)-(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Pursuant to Milton Petrie's will, the executors of
the Estate share equally the power to dispose of, and
vote, the Beneficial Interests held by the Estate. There
is no understanding among the executors with respect to
the voting of the Beneficial Interests held by them in
their individual capacities.
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
Dated: January 31, 1996
ESTATE OF MILTON PETRIE
By: /s/ JOSEPH H. FLOM
Joseph H. Flom
Executor
By: *
Hilda Kirschbaum Gerstein
Executor
By: *
Jerome A. Manning
Executor
By: *
Bernard Petrie
Executor
By: *
Carroll Petrie
Executor
By: *
Dorothy Stern Ross
Executor
By: *
Laurence A. Tisch
Executor
By: *
David Zack
Executor
* By: /s/ JOSEPH H. FLOM
Joseph H. Flom
Attorney-in-fact
Dated: January 31, 1996
