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 23, 1997
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Date of report (Date of earliest event reported)
Petrie Stores Liquidating Trust
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(Exact Name of Registrant as Specified in Charter)
New York 0-3777 22-6679945
______________ _____________________ __________________
(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) 422-0496
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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 5. Other Events.
A. Settlement with the Internal Revenue Service.
As previously disclosed, in connection with an
audit being conducted by the Internal Revenue Service
(the "IRS"), the agent examining the federal tax return
of Petrie Stores Corporation ("Petrie") for its fiscal
year ended January 28, 1989 had raised an issue regarding
the manner pursuant to which Petrie computed the basis of
its shares of Toys "R" Us, Inc. common stock, par value
$.10 per share ("Toys 'R' Us Common Stock"), transferred
in connection with the exchange of certain of its
exchangeable subordinated debentures. The examining
agent had proposed an adjustment to Petrie's taxable
income for its 1989 fiscal year which would have resulted
in additional federal tax liability, including interest,
of approximately $53 million.
On March 14, 1997, a settlement agreement was
entered into with the IRS pursuant to which the IRS and
the Petrie Stores Liquidating Trust (the "Liquidating
Trust") agreed to an adjustment to Petrie's taxable
income for its 1989 fiscal year which resulted in the
Liquidating Trust incurring additional federal tax
liability, including interest, of approximately $11.3
million.
B. Sale of 1,000,000 Shares of Toys "R" Us, Inc.
Common Stock
Between January 23, 1997 and February 5, 1997,
the Liquidating Trust sold an aggregate of 1,000,000
shares of Toys 'R' Us Common Stock or approximately 19.8%
of the Toys "R" Us Common Stock held by the Liquidating
Trust. The aggregate consideration (after commissions)
received by the Liquidating Trust in connection with the
sale of Toys "R" Us Common Stock (the "Sale") was
approximately $25.5 million. The Sale was made in order
for the Liquidating Trust to diversify its assets.
SIGNATURE
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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: March 17, 1997
PETRIE STORES LIQUIDATING TRUST
By: /s/ Stephanie R. Joseph
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Stephanie R. Joseph
Manager and Chief Executive
Officer
