-----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, F9nRM7/inWNst0fRze5kUKL2GhCsZlssn83Cn0MEjPHyse37zQE882w8x9Wi8UGE 29CFF8yEb+zTCGvK2xDWEg== 0000950109-95-000017.txt : 19950109 0000950109-95-000017.hdr.sgml : 19950109 ACCESSION NUMBER: 0000950109-95-000017 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950105 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOYS R US INC CENTRAL INDEX KEY: 0000051734 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOBBY, TOY & GAME SHOPS [5945] IRS NUMBER: 135159250 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 033-56303 FILM NUMBER: 95500415 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 POS AM 1 POS AM AMENDMENT #2 S-4 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 5, 1995 REGISTRATION NO. 33-56303 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------- POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------------- TOYS "R" US, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 5945 13-5159250 (STATE OR OTHER (PRIMARY STANDARD (I.R.S. EMPLOYER JURISDICTION OF INDUSTRIAL IDENTIFICATION NO.) INCORPORATION OR CLASSIFICATION CODE ORGANIZATION) NUMBER) 461 FROM ROAD PARAMUS, NEW JERSEY 07652 (201) 262-7800 (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES) ---------------- LOUIS LIPSCHITZ SENIOR VICE PRESIDENT-FINANCE AND CHIEF FINANCIAL OFFICER TOYS "R" US, INC. 461 FROM ROAD PARAMUS, NEW JERSEY 07652 (201) 262-7800 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) ---------------- COPIES OF ALL COMMUNICATIONS TO: ANDRE WEISS, ESQ. ALAN C. MYERS, ESQ. SCHULTE ROTH & ZABEL SKADDEN, ARPS, SLATE, MEAGHER & FLOM 900 THIRD AVENUE 919 THIRD AVENUE NEW YORK, NEW YORK 10022 NEW YORK, NEW YORK 10022 (212) 758-0404 (212) 735-3000 APPROXIMATE DATE OF COMMENCEMENT OF THE PROPOSED SALE OF THE SECURITIES TO THE PUBLIC: As soon as practicable after the effective date of this Registration Statement and upon consummation of the Transaction as described herein. If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with the General Instruction G, check the following box: [_] - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PETRIE STORES CORPORATION 70 ENTERPRISE AVENUE SECAUCUS, NEW JERSEY 07094 ---------------- SUPPLEMENT TO THE PROXY STATEMENT DATED NOVEMBER 3, 1994 ---------------- 43,700,000 SHARES TOYS "R" US, INC. COMMON STOCK SUPPLEMENT TO THE PROSPECTUS DATED NOVEMBER 3, 1994 ---------------- The following information amends, supplements and, to the extent inconsistent, supersedes the corresponding information in the Proxy Statement/Prospectus dated November 3, 1994 (the "Proxy Statement/Prospectus"), as amended by the Supplement to the Proxy Statement/Prospectus, dated November 17, 1994 (the "First Supplement to the Proxy Statement/Prospectus"), previously sent to shareholders of Petrie Stores Corporation ("Petrie") in connection with its 1994 Annual Meeting of Shareholders. This Supplement is being furnished to Petrie shareholders in connection with the reconvened 1994 Annual Meeting of Shareholders to be held at the offices of Skadden, Arps, Slate, Meagher & Flom, 33rd Floor, 919 Third Avenue, New York, New York, on January 24, 1995 at 9:00 a.m., local time, and any adjournment or postponement thereof (the "Reconvened Annual Meeting"). This Supplement should be read in conjunction with the Proxy Statement/Prospectus and the First Supplement to the Proxy Statement/Prospectus. Capitalized terms used but not defined in this Supplement shall have the meanings ascribed to them in the Proxy Statement/Prospectus or the First Supplement to the Proxy Statement/Prospectus. The approximate date on which this Supplement and the accompanying form of proxy card will first be sent to Petrie shareholders is January 6, 1995. The date of this Supplement is January 6, 1995. PROXIES A yellow proxy card has been enclosed with this Supplement and contains two proposals which were on the white proxy card and blue proxy card previously sent to Petrie shareholders with the Proxy Statement/Prospectus and the First Supplement to the Proxy Statement/Prospectus, respectively, and which were not subject to a shareholder vote at the Annual Meeting prior to the adjournment thereof. On the yellow proxy card, Petrie shareholders are being asked to approve (i) the exchange (the "Exchange") with Toys "R" Us, Inc. ("Toys 'R' Us") of all of the shares of Toys "R" Us common stock, par value $.10 per share ("Toys Common Stock"), held by Petrie (currently, approximately 39.9 million shares), and cash (presently estimated to be approximately $175 million) for a number of shares of Toys Common Stock equal to (a) the number of shares of Toys Common Stock held by Petrie, less approximately 3.3 million shares of Toys Common Stock, plus (b) such amount of cash divided by the average of the market value of a share of Toys Common Stock on the ten trading days next preceding the second trading day prior to the closing date of the Exchange, and (ii) the establishment of a liquidating trust and the complete liquidation and dissolution of Petrie. Proxy cards previously solicited by Petrie in connection with the Annual Meeting will remain valid unless revoked. Any proxy given pursuant to this solicitation or any previous solicitation, with respect to the proposals to be voted on at the Reconvened Annual Meeting, may be revoked by the person giving it at any time before it is voted. Proxies may be revoked by (i) filing with the Secretary of Petrie at or before the taking of the vote at the Reconvened Annual Meeting a written notice of revocation bearing a later date than the proxy, (ii) duly executing a later dated proxy relating to the same shares and delivering it to the Secretary of Petrie before the taking of the vote at the Reconvened Annual Meeting or (iii) attending the Reconvened Annual Meeting and voting in person (although attendance at the Reconvened Annual Meeting will not in and of itself constitute a revocation of a proxy). Any written notice of revocation or subsequent proxy should be sent so as to be delivered to Petrie Stores Corporation, 70 Enterprise Avenue, Secaucus, New Jersey 07094, Attention: Secretary, or hand-delivered to the Secretary of Petrie, at or before the taking of the vote at the Reconvened Annual Meeting. TOYS' HOLIDAY SEASON RESULTS On January 3, 1995, Toys "R" Us announced that its sales for the holiday selling season (8 weeks ended December 24, 1994) increased 8.7% to $3.704 billion, compared to $3.406 billion for the same period a year ago. Toys "R" Us also announced that its year-to-date sales rose 10.6% to $8.249 billion from $7.458 billion in the same period last year. Also, comparable United States toy store sales rose 1% for such 8 week period and 3% for the period year-to-date. CONVERTIBLE DEBENTURES As of the close of business on December 16, 1994, $123,156,000 principal amount of Petrie's outstanding 8% Convertible Subordinated Debentures due December 15, 2010 (the "Convertible Debentures") were converted into 5,565,985 shares of Petrie common stock, par value $1.00 per share ("Petrie Common Stock"). The remaining $1,844,000 principal amount of Convertible Debentures were redeemed at a redemption price of $1,008 per $1,000 principal amount of Convertible Debentures, together with accrued and unpaid interest thereon of $39.333 per $1,000 principal amount of Convertible Debentures, from June 15, 1994 to, but not including, December 12, 1994. As a result of the foregoing conversions, the number of shares of Petrie Common Stock outstanding has increased to 52,349,103 shares. CONSUMMATION OF THE DISPOSITION OF PETRIE'S RETAIL OPERATIONS On December 9, 1994, Petrie consummated the disposition (the "Disposition") of all of its and its subsidiaries' retail store operations to PS Stores Acquisition Corp., a Delaware corporation formed by an investor group led by E.M. Warburg, Pincus & Co., Inc. The purchase price for the Disposition was $190 million in cash plus the assumption of certain liabilities of Petrie and its subsidiaries. Taking into effect the approximately $12.5 million in expenses incurred by Petrie in connection with the consummation of the Disposition, the net purchase price of the retail operations was approximately $177.5 million. Following the consummation of the Disposition, Jay Galin, Allan Laufgraben, Peter A. Left and Daniel G. Maresca resigned from Petrie's Board of Directors. COMPARATIVE PER SHARE DATA The following chart sets forth the market value of the Toys Common Stock to be received by Petrie shareholders as liquidating distributions by Petrie for each share of Petrie Common Stock held, based on the assumptions that, as of the closing date of the Exchange (the "Closing Date"), (i) Petrie will have 52.349 million shares of Petrie Common Stock outstanding; (ii) Petrie will hold 36.527 million shares of Toys Common Stock after the consummation of the Exchange; (iii) Petrie will have reduced its contingent liabilities to $200 million (although Petrie has waived the condition in the Toys Acquisition Agreement relating to the reduction of its contingent liabilities to $200 million) and determined to retain $125 million in the Liquidating Trust (in the form of cash or Toys Common Stock); (iv) the net proceeds from the Disposition will have 2 yielded approximately $177.5 million to Petrie; and (v) the average of the high and low reported consolidated trading sales prices on the NYSE of Toys Common Stock during the ten trading days next preceding the second trading day prior to the Closing Date are as set forth below. In addition, Petrie shareholders will receive their pro rata share of the Liquidating Trust. Based upon the assumptions set forth above, the Liquidating Trust will (i) have an aggregate of $125 million in assets and $200 million in contingent liabilities and (ii) initially be funded with Toys Common Stock having a value of approximately $2.39 for each share of Petrie Common Stock. Depending upon the amount of Petrie's contingent liabilities which become actual liabilities, the interests of Petrie shareholders in the Liquidating Trust may be worth as much as approximately $2.39 for each share of Petrie Common Stock or have little or no value. Petrie will not distribute any fractional shares of Toys Common Stock to its shareholders and in lieu thereof will make a cash payment. THERE CAN BE NO ASSURANCES AS TO THE AMOUNT OF PETRIE'S CONTINGENT LIABILITIES, THE SIZE OF THE LIQUIDATING TRUST OR THE VALUES SET FORTH IN THIS PARAGRAPH OR THE MATRIX BELOW, WHICH ARE PRESENTED FOR ILLUSTRATIVE PURPOSES ONLY. ACTUAL VALUES MAY VARY SUBSTANTIALLY. SEE "COMPARATIVE PER SHARE DATA" IN THE PROXY STATEMENT/PROSPECTUS.
MARKET VALUE OF TOYS COMMON STOCK MARKET VALUE PER SHARE OF TO BE RECEIVED IN EXCHANGE FOR TOYS COMMON STOCK EACH SHARE OF PETRIE COMMON STOCK ------------------------- --------------------------------- $25.00................................. $18.45 $27.50................................. $20.19 $30.00................................. $21.94 $32.50................................. $23.68 $35.00................................. $25.42
On January 4, 1995, the most recent practicable date prior to the printing of this Supplement, the closing price per share on the NYSE Composite Tape of Petrie Common Stock was $22 and Toys Common Stock was $30. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Skadden, Arps, Slate, Meagher & Flom, a law firm ("Skadden, Arps"), is counsel to Petrie and the Estate of Milton Petrie, and has provided services to each. Effective upon the consummation of the Disposition, Alan C. Myers, a partner of Skadden, Arps, was elected Secretary of Petrie, and Keith E. Gottfried, an associate of Skadden, Arps, was elected Assistant Secretary of Petrie. GENERAL As the Disposition has been consummated, if the Exchange and the Liquidation are not consummated, Petrie's shareholders would own shares in a company whose sole assets would be cash and Toys Common Stock. Petrie's Board of Directors has not yet considered how it would manage Petrie in such event. However, Petrie may be required to register as a closed-end investment company under the 1940 Act if it does not promptly invest a sufficient amount of its assets such that it is primarily engaged in businesses other than investing, reinvesting and trading in, or owning or holding, investment securities. Although it is not possible to quantify the per share value of Petrie Common Stock were Petrie to become an investment company, it is expected that such common stock, like the common stock of closed-end investment companies generally, could trade at a discount from the value of its underlying assets, which initially would consist primarily of Toys Common Stock. See "THE DISPOSITION--Investment Company Considerations" in the Proxy Statement/Prospectus. Requests for additional copies of this Supplement, the Proxy Statement/Prospectus and the First Supplement to the Proxy Statement/Prospectus should be directed to Petrie's Transfer Agent, American Stock Transfer & Trust Company, 40 Wall Street, New York, New York 10005, telephone: (718) 921-8200. 3 - -------------------------------------------------------------------------------- Petrie Stores Corporation 70 Enterprise Avenue Secaucus, New Jersey 07094 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. PROXY FOR THE RECONVENED 1994 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JANUARY 24, 1995 The undersigned shareholder of Petrie Stores Corporation ("Petrie") hereby appoints Joseph H. Flom, Alan C. Greenberg and Raymond S. Troubh and each of them, the lawful attorneys and proxies of the undersigned, each with several powers of substitution, to vote all the shares of common stock of Petrie held of record by the undersigned on October 31, 1994 at the reconvened 1994 Annual Meeting of Shareholders to be held at the offices of Skadden, Arps, Slate, Meagher & Flom, 33rd Floor, 919 Third Avenue, New York, New York, on Tuesday, January 24, 1995, at 9:00 a.m., local time, and at any and all adjournments or postponements thereof (the "Reconvened Annual Meeting"), with all the powers the undersigned would possess if personally present, upon all matters set forth in the Proxy Statement/Prospectus, dated November 3, 1994, and the Supplements thereto, dated November 17, 1994 and January 6, 1995. Shares represented by all properly executed proxies will be voted in accordance with instructions appearing on the proxy and at the discretion of the proxy holders as to any other matter that may properly come before the Reconvened Annual Meeting of Shareholders. IN THE ABSENCE OF SPECIFIC INSTRUCTIONS, PROXIES WILL BE VOTED FOR ITEM 1 AND FOR ITEM 2 AND AT THE DISCRETION OF THE PROXY HOLDERS AS TO ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE THE RECONVENED ANNUAL MEETING OF SHAREHOLDERS. (TO BE SIGNED ON REVERSE SIDE) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- [X] Please mark your votes as in this example. 1. Approval of the exchange (the "Exchange") with Toys "R" Us, Inc. ("Toys 'R' Us") of all of the shares of Toys "R" Us common stock, par value $.10 per share ("Toys Common Stock"), held by Petrie (currently, approximately 39.9 million shares) and cash (presently estimated to be $175 million) for a number of shares of Toys Common Stock equal to (a) the number of shares of Toys Common Stock held by Petrie, less approximately 3.3 million shares of Toys Common Stock, plus (b) such amount of cash divided by the average of the market value of a share of Toys Common Stock on the ten trading days next preceding the second trading day prior to the closing date of the Exchange. 2. Approval of the establishment, of a liquidating must and the complete liquidation and dissolution of Petrie. FOR AGAINST ABSTAIN [ ] [ ] [ ] [ ] [ ] [ ] PLEASE DATE, SIGN, AND RETURN THIS PROXY IN THE ENCLOSED ENVELOPE. ______________________________________________________ DATE ____________ Signature ______________________________________________________ DATE ____________ Signature if held jointly IMPORTANT: Please sign as name(s) appear on this proxy, and date this proxy. If a joint account, each joint owner must sign. If signing for a corporation or partnership or as agent, attorney or fiduciary, indicate the capacity in which you are signing. - -------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES. (a) Exhibits 2.1* Stock Purchase Agreement by and between WP Investors, Inc. and Petrie Stores Corporation, dated as of August 23, 1994, as amended on November 3, 1994 (reference to Annex A to the Proxy Statement/Prospectus). 2.2* Acquisition Agreement by and between Registrant and Petrie Stores Corporation, dated as of April 20, 1994, as amended on May 10, 1994 (reference to Annex B to the Proxy Statement/Prospectus). 2.3* Form of Plan of Liquidation and Dissolution of Petrie Stores Corporation (reference to Annex C to the Proxy Statement/Prospectus). 2.4* Form of Liquidating Trust Agreement (reference to Annex D to the Proxy Statement/Prospectus). 2.5* Form of Escrow Agreement (reference to Annex E to the Proxy Statement/Prospectus). 4.1 Form of Indenture, dated of January 1, 1987 between Registrant and United Jersey Bank as trustee, pursuant to which securities in one or more series in an unlimited amount may be issued by the Registrant (incorporated herein by reference to Exhibit 4(a) to Registrant's Registration Statement No. 33-11461). 4.2 Form of Registrant's 8 1/4 percent Sinking Fund Debentures due 2017 (incorporated herein by reference to Exhibit 4(b) to Registration Statement No. 33-11461). 4.3 Form of Indenture between the Registrant and United Jersey Bank, as Trustee, pursuant to which one or more series of debt securities up to $300,000,000 in principal amount may be issued by the Registrant (incorporated herein by reference to Exhibit 4 to Registrant's Registration Statement No. 33-42237). 4.4 Form of Registrant's 8 3/4 percent Debentures due 2021 (incorporated herein by reference to Exhibit 4 to Registrant's Report on Form 8-K dated August 29, 1991). 4.5 Substantially all other long-term debt of the Registrant (which other debt does not exceed on an aggregate basis 10 percent of the total assets of the Registrant and its subsidiaries on a consolidated basis) is evidenced by, among other things, (a) industrial revenue bonds issued by industrial development authorities and guaranteed by the Registrant, (b) mortgages held by third parties on real estate owned by the Registrant, (c) stepped coupon guaranteed bonds held by a third party and guaranteed by the Registrant and (d) an agreement under which the Registrant guaranteed certain yen-denominated loans made by a third party to a subsidiary of the Registrant. The Registrant will file with the Commission copies of the constituent documents relating to such debt upon request of the Commission. 5.1* Opinion of Schulte Roth & Zabel. 5.2* Opinion of Skadden, Arps, Slate, Meagher & Flom. 23.1* Consent of Schulte Roth & Zabel (included in Exhibit 5.1). 23.2* Consent of Ernst & Young LLP. 23.3* Consent of Deloitte & Touche LLP. 23.4* Consent of David Berdon & Co. 23.5* Consent of Bear, Stearns & Co. Inc. 23.6* Consent of Skadden, Arps, Slate, Meagher & Flom (included in Exhibit 5.2). 24.1* Power of Attorney (reference to signature pages of this Registration Statement).
II-1 99.1* Form of Proxy used in soliciting holders of Petrie Common Stock in connection with the Annual Meeting (reference to Annex A to the First Supplement to the Proxy Statement/Prospectus). 99.2* Opinion of Bear, Stearns & Co. Inc. (reference to Annex F to the Proxy Statement/Prospectus). 99.3* Private Letter Ruling of the Internal Revenue Service. 99.4** Form of Proxy to be used in soliciting holders of Petrie Common Stock in connection with the Reconvened Annual Meeting (reference to Annex A to the Second Supplement to the Proxy Statement/Prospectus).
- -------- * Previously filed ** Filed herewith (b) Financial Statement Schedules Financial Statement Schedules have been omitted because they are not applicable or not required or because the information is included elsewhere in the financial statements or the notes thereto. II-2 SIGNATURES PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE REGISTRANT HAS DULY CAUSED THIS POST-EFFECTIVE AMENDMENT NO. 2 TO THE REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE CITY OF PARAMUS, STATE OF NEW JERSEY ON JANUARY 5, 1995. Toys "R" Us, Inc. (Registrant) /s/ Louis Lipschitz By:__________________________________ LOUIS LIPSCHITZ SENIOR VICE PRESIDENT--FINANCE AND CHIEF FINANCIAL OFFICER PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS POST- EFFECTIVE AMENDMENT NO. 2 TO THE REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE CAPACITIES INDICATED. SIGNATURES TITLE DATE ---------- ----- ---- * Chairman of the January 5, 1995 - ------------------------------------- Board CHARLES LAZARUS * Vice Chairman and January 5, 1995 - ------------------------------------- Chief Executive MICHAEL GOLDSTEIN Officer (Principal Executive Officer) * President and Chief January 5, 1995 - ------------------------------------- Operating Officer ROBERT C. NAKASONE /s/ Louis Lipschitz Senior Vice January 5, 1995 - ------------------------------------- President-- Finance LOUIS LIPSCHITZ and Chief Financial Officer (Principal Financial and Accounting Officer) * Director January 5, 1995 - ------------------------------------- ROBERT A. BERNHARD * Director January 5, 1995 - ------------------------------------- MILTON S. GOULD II-3 SIGNATURES TITLE DATE ---------- ----- ---- * Director January 5, 1995 - ------------------------------------- SHIRLEY STRUM KENNY * Director January 5, 1995 - ------------------------------------- REUBEN MARK * Director January 5, 1995 - ------------------------------------- HOWARD W. MOORE * Director January 5, 1995 - ------------------------------------- NORMAN M. SCHNEIDER * Director January 5, 1995 - ------------------------------------- HAROLD M. WIT /s/ Louis Lipschitz *By:_________________________________ LOUIS LIPSCHITZ ATTORNEY-IN-FACT Date: January 5, 1995 II-4 EXHIBIT INDEX
EXHIBIT PAGE NUMBER DESCRIPTION NO. ------- ----------- ---- 2.1* Stock Purchase Agreement by and between WP Investors, Inc. and Petrie Stores Corporation, dated as of August 23, 1994, as amended on November 3, 1994 (reference to Annex A to the Proxy Statement/Prospectus). 2.2* Acquisition Agreement by and between Registrant and Petrie Stores Corporation, dated as of April 20, 1994, as amended on May 10, 1994 (reference to Annex B to the Proxy Statement/Prospectus). 2.3* Form of Plan of Liquidation and Dissolution of Petrie Stores Corporation (reference to Annex C to the Proxy Statement/Prospectus). 2.4* Form of Liquidating Trust Agreement (reference to Annex D to the Proxy Statement/Prospectus). 2.5* Form of Escrow Agreement (reference to Annex E to the Proxy Statement/Prospectus). 4.1 Form of Indenture, dated as of January 1, 1987 between Registrant and United Jersey Bank as trustee, pursuant to which securities in one or more series in an unlimited amount may be issued by the Registrant (incorporated herein by reference to Exhibit 4(a) to Registrant's Registration Statement No. 33- 11461). 4.2 Form of Registrant's 8 1/4 percent Sinking Fund Debentures due 2017 (incorporated herein by reference to Exhibit 4(b) to Registration Statement No. 33-11461). 4.3 Form of Indenture between the Registrant and United Jersey Bank, as Trustee, pursuant to which one or more series of debt securities up to $300,000,000 in principal amount may be issued by the Registrant (incorporated herein by reference to Exhibit 4 to Registrant's Registration Statement No. 33-42237). 4.4 Form of Registrant's 8 3/4 percent Debentures due 2021 (incorporated herein by reference to Exhibit 4 to Registrant's Report on Form 8-K dated August 29, 1991). 4.5 Substantially all other long-term debt of the Registrant (which other debt does not exceed on an aggregate basis 10 percent of the total assets of the Registrant and its subsidiaries on a consolidated basis) is evidenced by, among other things, (a) industrial revenue bonds issued by industrial development authorities and guaranteed by the Registrant, (b) mortgages held by third parties on real estate owned by the Registrant, (c) stepped coupon guaranteed bonds held by a third party and guaranteed by the Registrant and (d) an agreement under which the Registrant guaranteed certain yen-denominated loans made by a third party to a subsidiary of the Registrant. The Registrant will file with the Commission copies of the constituent documents relating to such debt upon request of the Commission. 5.1* Opinion of Schulte Roth & Zabel. 5.2* Opinion of Skadden, Arps, Slate, Meagher & Flom. 23.1* Consent of Schulte Roth & Zabel (included in Exhibit 5.1). 23.2* Consent of Ernst & Young LLP. 23.3* Consent of Deloitte & Touche LLP. 23.4* Consent of David Berdon & Co. 23.5* Consent of Bear, Stearns & Co. Inc. 23.6* Consent of Skadden, Arps, Slate, Meagher & Flom (included in Exhibit 5.2). 24.1* Power of Attorney (reference to signature pages of this Registration Statement). 99.1* Form of Proxy used in soliciting holders of Petrie Common Stock in connection with the Annual Meeting (reference to Annex A to the First Supplement to the Proxy Statement/Prospectus). 99.2* Opinion of Bear, Stearns & Co. Inc. (reference to Annex F to the Proxy Statement/Prospectus). 99.3* Private Letter Ruling of the Internal Revenue Service. 99.4** Form of Proxy to be used in soliciting holders of Petrie Common Stock in connection with the Reconvened Annual Meeting (reference to Annex A to the Second Supplement to the Proxy Statement/Prospectus).
- -------- * Previously filed ** Filed herewith -----END PRIVACY-ENHANCED MESSAGE-----