-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, fL1LoE11LDo/Uk3DcCujjvS0a1LblXHelsSyyMOlxHLJV05eKUdyDsq4fJv8Nphl 8YlapeWcdV2DMOkBRuC1gw== 0000898822-94-000093.txt : 19941110 0000898822-94-000093.hdr.sgml : 19941110 ACCESSION NUMBER: 0000898822-94-000093 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19941109 SROS: NYSE GROUP MEMBERS: TOYS R US INC GROUP MEMBERS: WARBURG, PINCUS & CO. GROUP MEMBERS: WARBURG, PINCUS INVESTORS, L.P. GROUP MEMBERS: WP INVESTORS, INC. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PETRIE STORES CORP CENTRAL INDEX KEY: 0000077808 STANDARD INDUSTRIAL CLASSIFICATION: 5621 IRS NUMBER: 362137966 STATE OF INCORPORATION: NY FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-13232 FILM NUMBER: 94558347 BUSINESS ADDRESS: STREET 1: 70 ENTERPRISE AVE CITY: SECAUCUS STATE: NJ ZIP: 07094 BUSINESS PHONE: 2018663600X1480 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: TOYS R US INC CENTRAL INDEX KEY: 0000051734 STANDARD INDUSTRIAL CLASSIFICATION: 5945 IRS NUMBER: 135159250 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 461 FROM RD CITY: PARAMUS STATE: NJ ZIP: 07652 BUSINESS PHONE: 2012627800 FORMER COMPANY: FORMER CONFORMED NAME: INTERSTATE STORES INC DATE OF NAME CHANGE: 19780525 FORMER COMPANY: FORMER CONFORMED NAME: INTERSTATE DEPARTMENT STORES INC DATE OF NAME CHANGE: 19700702 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 to SCHEDULE 13D Under the Securities Exchange Act of 1934 PETRIE STORES CORPORATION (Name of Issuer) COMMON STOCK, par value $1.00 per share (Title of Class and Securities) 716434-10-5 (CUSIP Number of Class of Securities) Errol M. Cook WP Investors, Inc. Warburg, Pincus Investors, L.P. Warburg, Pincus & Co. 466 Lexington Avenue New York, New York 10017 (212) 878-0600 With a Copy to: Stephanie J. Seligman c/o Wachtell, Lipton, Rosen & Katz 51 West 52nd Street New York, New York 10019 (212) 403-1000 Louis Lipschitz Toys "R" Us, Inc. 461 From Road Paramus, New Jersey 07652 (201) 262-7800 With a Copy to: Andre Weiss Schulte Roth & Zabel 900 Third Avenue New York, New York 10022 (212) 758-0404 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 3, 1994 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Sched- ule 13G to report the acquisition which is the subject of this Schedule 13D and is filing this schedule 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: | | Exhibit Index Appears on Page __ PAGE This Statement amends and supplements the Schedule 13D filed on August 23, 1994 (the "Schedule 13D") as follows below. All capitalized terms used herein have the meanings set forth in the Schedule 13D. 1. Item 4. Purpose of Transaction is hereby amended by adding the following thereto: On November 3, 1994 WP Investors and the Company entered into an amendment to the Stock Purchase Agreement (the "Amendment to the Stock Purchase Agreement") to provide for the indemnification of WP Investors by the Company with respect to certain tax matters and for each of the Company and WP Investors to waive certain conditions contained in the Stock Purchase Agreement. In connection with the execution of the Amendment to the Stock Purchase Agreement, the Shareholder, acting through his powers of attorney, with the consent of Toys, entered into the Confirmation of the WP Voting Agreement (the "Confirma- tion"). In connection therewith, Toys and WP Investors also amended and restated the Letter Agreement (the "Amended Letter Agreement"). A copy of each of the Amendment to the Stock Purchase Agreement, the Confirmation and the Amended Letter Agreement are filed as Exhibits G, H and I, respectively, to this Amendment No. 1 to the Schedule 13D and are in- corporated herein by reference, and the foregoing de- scription is qualified in its entirety by reference thereto. 2. Item 7. Material to be Filed as Exhibits is hereby amended by adding the following thereto: Exhibit G Amendment to the Stock Purchase Agreement, dated as of November 3, 1994 (incorporated by reference to Exhibit 2.1 of the Toys "R" Us Registration Statement on Form S-4 dated November 3, 1994). Exhibit H Confirmation, dated as of November 3, 1994. Exhibit I Amended Letter Agreement, dated November 3, 1994. PAGE SIGNATURE After reasonable inquiry and to the best of my knowl- edge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: November 9, 1994 WP INVESTORS, INC. By: /s/ Reuben S. Leibowitz Name: Reuben S. Leibowitz Title: Vice President WARBURG, PINCUS INVESTORS, L.P. By: Warburg, Pincus & Co., its general partner By: /s/ Reuben S. Leibowitz Name: Reuben S. Leibowitz Title: Partner WARBURG, PINCUS & CO. By: /s/ Reuben S. Leibowitz Name: Reuben S. Leibowitz Title: Partner TOYS "R" US, INC. By: /s/ Louis Lipschitz Name: Louis Lipschitz Title: Senior Vice President -- Finance and Chief Financial Officer PAGE INDEX TO EXHIBITS EXHIBIT LETTER DESCRIPTION G Amendment to the Stock Purchase Agreement, dated as of November 3, 1994 (incorporated by reference to Exhibit 2.1 of the Toys "R" Us Registration Statement on Form S-4, dated November 3, 1994). H Confirmation, dated as of November 3, 1994. I Amended Letter Agreement, dated November 3, 1994. EX-99.H 2 EXHIBIT H EXHIBIT H As of November 3, 1994 CONFIRMATION Reference is made to the Voting Agreement and Proxy, dated as of August 23, 1994, between WP Investors, Inc., a Delaware corporation (the "Buyer"), and Milton Petrie, the record and beneficial owner of 28,111,274 shares of common stock of Petrie Stores Corporation, a New York corporation (the "Seller"), as consented to and agreed by Toys "R" Us, Inc. ("Toys") (the "Voting Agreement") and to the Amendment to the Purchase Agreement (as such term is defined in the Voting Agreement) (the "Amendment") which the Buyer and the Seller are entering into concurrently herewith. In consideration of the premises and the agreements set forth herein and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned hereby agree as follows: 1) that the "Transaction" as defined in the Voting Agreement shall include the transactions contemplated by the Purchase Agreement, as amended by the Amendment, 2) that all references to the Purchase Agreement in the Voting Agree- ment shall hereafter be deemed references to the Purchase Agreement as amended by the Amendment, and 3) that, except as otherwise provided herein, the Voting Agreement shall remain unchanged and in full force and effect. PAGE IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. WP INVESTORS, INC. By: /s/ Errol M. Cook Name: Errol M. Cook Title: MILTON PETRIE By: /s/ Bernard Petrie Bernard Petrie, as Attorney-in-Fact By: /s/ Joseph H. Flom Joseph H. Flom, as Attorney-in-Fact By: /s/ Jerome A. Manning Jerome A. Manning, as Attorney-in-Fact By: /s/ Albert Ratner Albert Ratner, as Attorney-in-Fact Consented and Agreed: TOYS "R" US, INC. By: /s/ Louis Lipschitz Name: Louis Lipschitz Title: Senior V.P. Finance and CFO EX-99.I 3 EXHIBIT I EXHIBIT I November 3, 1994 Toys "R" Us, Inc. 461 From Road Paramus, New Jersey 07652 Dear Sirs: Reference is made to (i) the Acquisition Agreement, dated as of April 20, 1994, as amended May 10, 1994 between Toys "R" Us, Inc. ("Toys") and Petrie Stores Corporation ("PSC") (the "Acquisition Agreement"), (ii) the Voting Agree- ment and Proxy, dated as of August 23, 1994, between WP In- vestors, Inc. ("WP") and Milton Petrie (the "WP Proxy"), (iii) the Confirmation, dated as of the date hereof, by and between WP and Milton Petrie, as consented to and agreed by Toys (the "Confirmation"), (iv) the Stock Purchase Agreement, dated as of August 23, 1994, as amended as of the date hereof, by and be- tween PSC and WP (as amended, the "Purchase Agreement"), and (v) the Letter Agreement, dated as of August 23, 1994, between WP and Toys, as consented to and agreed by PSC and Toys (the "Letter Agreement"). Toys, PSC and WP hereby amend and restate the Letter Agreement as follows: In consideration of the execution by Toys of the WP Proxy and the Confirmation, WP, PSC and Toys agree that, at the closing of the transactions contemplated by the Purchase Agreement (the "Closing"), if Toys shall simultaneously therewith execute and deliver the indemnification agreement attached as Exhibit B to the Acquisition Agreement, PSC shall execute and deliver, and WP will cause a newly-formed entity ("Holding Company") that shall, pursuant to the Purchase Agreement, purchase all of the Shares of the Company (as such terms are defined in the Purchase Agreement) to execute and deliver, to Toys an indemnification agreement substantially in the form set forth as Exhibit A to the Acquisition Agreement (collectively, the "Indemnification Agreements"), subject to the execution by PSC, on the one hand, and Holding Company and the Company, on the other, of a mutually acceptable cross in- demnity agreement reflecting the allocation of liabilities as between PSC, on the one hand, and WP, the Company and Holding Company, on the other, provided in the Purchase Agreement, and provided that the Indemnification Agreements shall be revised to provide that such agreements shall become effective only PAGE upon the consummation of the Toys Transaction, as that term is defined in the Purchase Agreement. WP, PSC and Toys hereby further agree that at the Closing, PSC and Toys will, and WP will cause Holding Company to, execute the agreement regarding certain tax matters in substantially the form attached as Exhibit B to the Letter Agreement. Sincerely yours, WP INVESTORS, INC. By:/s/ Errol M. Cook Name: Errol M. Cook Title: CONSENTED TO AND AGREED: PETRIE STORES CORPORATION By: /s/ Allan Laufgraben Name: Allan Laufgraben Title: President and Chief Executive Officer TOYS "R" US, INC. By: /s/ Louis Lipschitz Name: Louis Lipschitz Title: Senior V.P. Finance and CFO -----END PRIVACY-ENHANCED MESSAGE-----