-----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, oeD0/Njy2NvIdZZ4P/8dKFoAYJHlTzIzPssqgKx5LSy2bPwivA/UnTvYd3SgLk34 gr3+12FWK7fN6e+u83Qk8Q== 0000950172-95-000111.txt : 199507120000950172-95-000111.hdr.sgml : 19950711 ACCESSION NUMBER: 0000950172-95-000111 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19950328 SROS: NYSE SUBJECT COMPANY: 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: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-06674 FILM NUMBER: 95523638 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ESTATE OF MILTON PETRIE CENTRAL INDEX KEY: 0000922185 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 110103825 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: SKADDEN, ARPS, SLATE, MEAGHER & FLOM STREET 2: 919 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-735-3717 MAIL ADDRESS: STREET 1: C/O PETRIE STORE CORP STREET 2: 70 ENTERPRISE AVENUE CITY: SECAUCUS STATE: NJ ZIP: 07084 FORMER COMPANY: FORMER CONFORMED NAME: PETRIE MILTON DATE OF NAME CHANGE: 19940422 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 TOYS "R" US, INC. (Name of Issuer) Common Stock, par value $.10 per share (Title of Class and Securities) 892335-10-0 (CUSIP Number of Class of Securities) 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 March 16, 1995 (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 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: ___ |___| SCHEDULE 13D CUSIP NO. 892335-10-0 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS Estate of Milton Petrie 13-704-8253 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 ITEMS 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 12,557,664 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 12,557,664 PERSON WITH 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,557,664 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARE ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 4.5% 14 TYPE OF REPORTING PERSON* OO Item 1. Security and Issuer. This Statement on Schedule 13D (this "Statement") relates to the common stock, par value $.10 per share (the "Shares"), of Toys "R" Us, Inc., a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 461 From Road, Paramus, New Jersey 07652. 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 Fink Stern, Laurence A. Tisch and David Zack. A copy of the Letters Testamentary is filed as Exhibit A to this Statement and is incorporated herein by reference. Mr. Flom is an attorney and a partner in Skadden, Arps, Slate, Meagher & Flom, a law firm 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 Corporation, a New York corporation ("Petrie Stores"). Ms. Gerstein is also a consultant to Petrie Retail, Inc. Her principal business address is Petrie Retail, Inc., 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 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 business address is c/o Petrie Stores Corporation, 70 Enterprise Avenue, Secaucus, New Jersey 07094. Ms. Stern is a director of Petrie Stores and a consultant to Petrie Retail, Inc. Her principal business address is Petrie Retail, Inc., 70 Enterprise Avenue, Secaucus, New Jersey 07094. Mr. Tisch is Co-Chairman of the Board of Directors and Co-Chief Executive Officer of Loews Corporation, and Chairman of the Board, President and Chief Executive Officer of CBS Inc. His principal business address is CBS Inc., 51 West 52nd Street, 35th Floor, New York, New York 10019. 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., 415 Madison Avenue, New York, New York 10017-1178. Mr. Flom, Ms. Gerstein, Mr. Manning, Mr. Bernard Petrie, Mrs. Petrie, Ms. Stern, 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. Stern, 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 Shares which are the subject of this Statement were distributed to the Estate, without consideration, in an initial liquidating distribution (as more fully described below) by Petrie Stores to its shareholders on March 24, 1995. Item 4. Purpose of Transaction. On March 24, 1995, Petrie Stores made an initial liquidating distribution (the "Distribution") to its shareholders of an aggregate of 26,174,552 Shares held by Petrie Stores, in accordance with Petrie Stores' plan of complete liquidation and dissolution. In the Distribution, Petrie Stores shareholders received 0.5 of a Share for every share of Petrie Stores common stock, par value $1.00 per share ("Petrie Common Stock"), held of record at the close of business on March 16, 1995. In connection with the Distribution, the Estate received 14,055,637 Shares with respect to the Estate's ownership of 28,111,274 shares of Petrie Common Stock. In order to raise cash to meet federal and state estate taxes, debts and expenses and to partially fund bequests, on March 17, 1995, the executors approved a plan (the "Plan") whereby the Estate will sell, from time to time within 120 days of March 17, 1995, up to approximately 8,000,000 Shares. In addition, the Estate sold short 3,000,000 Shares in open market transactions prior to March 17, 1995. Pursuant to the Plan, as of the close of business on March 24, 1995, the Estate has sold 194,000 Shares in open market transactions. See Schedule I. As soon as practicable, the Estate intends to cover its short positions in the Shares. Except as set forth herein, 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 Shares, or to formulate other purposes, plans or proposals regarding the Issuer or the Shares 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, 12,557,664 Shares, constituting approximately 4.5% of the 279,789,866 Shares issued and outstanding on January 28, 1995, as reported to the Estate by the Issuer. As more fully set forth in Schedule I hereto, between March 10, 1995 and March 20, 1995, the Estate, in order to raise cash to meet certain of its obligations, sold short a total of 3,194,000 Shares in open market transactions for a total consideration of $77,256,575. On March 24, 1995, the Estate used 1,497,973 Shares to cover short positions. The amounts beneficially owned by the Estate do not include any Shares owned by the executors of the Estate in their individual capacity. To the best of the Estate's knowledge, Shares are held by the following executors: Ms. Gerstein (146,939 Shares), Mr. Bernard Petrie (17,400 Shares), Mrs. Petrie (3,190 Shares), Ms. Stern (91,045 Shares) and Mr. Tisch (500 Shares). Each of the executors disclaims beneficial ownership of the Shares held by the Estate. The executors of the Estate share equally the power to dispose of, and vote, the Shares held by the Estate. (d) Inapplicable. (e) The Estate, as of the close of business on March 24, 1995, has ceased to be a beneficial owner of 5% of the Issuer. 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 Shares held by the Estate. There is no understanding among the executors with respect to the voting of the Shares held by them in their individual capacities. Item 7. Material to be Filed as Exhibits. The following document is attached hereto as an Exhibit: Exhibit A Letters Testamentary, issued on December 16, 1994 SCHEDULE I Set forth below are the dates, the number of shares of Shares and the price per share for the Shares sold short in open market transactions by the Estate within the 60 days prior to March 24, 1995. Transaction Number of Price Per Date Shares Share* March 10, 1995 184,300 $24.50 March 10, 1995 2,000 $24.38 March 10, 1995 1,050,500 $24.25 March 10, 1995 1,000 $24.13 March 10, 1995 125,500 $24.00 March 13, 1995 26,700 $24.25 March 13, 1995 247,100 $24.00 March 14, 1995 1,362,900 $24.00 March 17, 1995 100,000 $25.25 March 20, 1995 77,000 $25.25 March 20, 1995 17,000 $25.00 * Excluding commissions 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: March 27, 1995 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 Fink Stern Executor By: * Laurence A. Tisch Executor By: * David Zack Executor * By: /s/ JOSEPH H. FLOM Joseph H. Flom Attorney-in-fact Dated: March 27, 1995 EXHIBIT INDEX Exhibit Exhibit A Letters Testamentary, issued December 16, 1994 EX-99 2 EXHIBIT A - LETTERS TESTAMENTARY EXHIBIT A TY--694694 Form CR12397 4686/94 The People of the State of New York, To all to whom these presents shall come or may concern, SEND GREETING: Know Ye, That we, having inspected the records of our Surrogate's Court in and for the County of New York, do find that on the 16th day of December in the year one thousand nine hundred and 94 by said Court Letters Testamentary on the estate of MILTON PETRIE late of the County of New York, deceased, were granted unto CARROLL PETRIE, BERNARD PETRIE, JOSEPH H. FLOM, LAURENCE A. TISCH, HILDA KIRSCHBAUM GERSTEIN, DOROTHY FINK STERN, JEROME A. MANNING AND DAVID ZACK the Executors named in the last Will and Testament of said deceased, and that it does not appear by said Records that said Letters have been revoked. In Testimony Whereof, we have caused the Seal of the Surrogate's Court of the County of New York to be hereunto affixed. Witness, Honorable Eve Preminger, a Surrogate of our said County, in the City of New York, the 2nd day of March in the year of our Lord one thousand nine hundred and 95 [SEAL] /s/ Robert M. Reaves Clerk of the Surrogate's Court -----END PRIVACY-ENHANCED MESSAGE-----