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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 1)
TOYS "R" US, INC.
(Name of Issuer)
BABY SUPERSTORE, INC.
(Name of Person(s) Filing Statement)
4-7/8% CONVERTIBLE SUBORDINATED NOTES
DUE 2000 OF
BABY SUPERSTORE, INC. 056180AA-0
(Title of Class of Securities) (CUSIP Number of Class of Securities)
LOUIS LIPSCHITZ
461 FROM ROAD
PARAMUS, NEW JERSEY 07652
(201) 368-5548
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications of Behalf of Person(s) Filing Statement)
Copies to:
DENNIS J. BLOCK, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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$115,218,020.84 $23,044.00
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* The transaction value shown is only for the purpose of calculating the
filing fee. The amount shown reflects the cost of purchasing
$115,000,000.00 principal amount of Notes at the repurchase price (100% of
the principal amount of the Notes, plus accrued interest to the date of
repurchase) as of April 15, 1997 (the expiration date of the Offer). The
amount of the filing fee is calculated in accordance with Section 13(e)(3)
of the Securities Exchange Act of 1934, as amended.
[X] CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(A)(2)
AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID.
IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM
OR SCHEDULE AND THE DATE OF ITS FILING.
Amount previously paid: $23,044.00 Filing party: Baby Superstore, Inc.
Form or registration no.: Schedule 13E-4 Date filed: February 14, 1997
Instruction. When submitting this statement in paper format, ten copies of this
statement, including all exhibits, shall be filed with the Commission.
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INTRODUCTORY STATEMENT
This Amendment No. 1 to the statement on Schedule 13E-4 (the
"Schedule 13E-4"), which constitutes the Final Amendment to the Schedule 13E-4
(the "Final Amendment"), is filed by Baby Superstore, Inc., a South Carolina
corporation and wholly owned subsidiary of Toys "R" Us, Inc. ("Baby Superstore")
in connection with the change of control offer (the "Offer") by Baby Superstore
to purchase for cash, on the terms and subject to the conditions set forth in
the Change of Control Notice and Offer to Purchase dated as of February 14, 1997
(the "Offer to Purchase") and the related Letter of Transmittal, all of the
outstanding 4-7/8% Convertible Subordinated Notes Due 2000 of Baby Superstore
(the "Notes"). The Offer was terminated at 5:00 p.m., New York City Time, on
April 15, 1997.
ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR
AFFILIATE.
Except as amended hereby, the information set forth in Item 3 of the
Schedule 13E-4 remains unchanged.
(h) Baby Superstore intends to delist the Notes from the Nasdaq SmallCap
Market as soon as practicable after the date of this Final Amendment.
(i) Baby Superstore filed a statement on Form 15, dated April 25, 1997,
indicating that Baby Superstore became eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") and Rule 12g-4(a)(1)(i)
promulgated thereunder, based on the Notes being held by less than 300
persons as a result of the Offer.
(j) Baby Superstore filed a statement on Form 15, dated April 25, 1997,
indicating that Baby Superstore became eligible for suspension of its
obligations to file reports pursuant to Section 15(d) of the Exchange Act
and Rule 12h-3(b)(1)(i) promulgated thereunder, based on the Notes being
held by less than 300 persons as a result of the Offer.
ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.
Item 4 is hereby amended by adding the following paragraph:
The Offer was terminated at 5:00 p.m., New York City Time, on April 15,
1997. As of April 16, 1997, Baby Superstore accepted for purchase, through its
Depositary, The Bank of New York, $114,626,000 aggregate principal amount of the
Notes pursuant the Offer, representing 99.67% of the outstanding Notes of Baby
Superstore as of that date. Baby Superstore accepted the Notes in denominations
of $1,000 or integral multiples thereof, at a purchase price equal to 100% of
the principal amount thereof plus accrued interest to the date of repurchase.
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SIGNATURE
After due 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.
BABY SUPERSTORE, INC.
By: /s/ Louis Lipschitz
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Name: Louis Lipschitz
Title: Executive Vice President
and Chief Financial Officer
Dated: April 28, 1997
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