SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 21 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 21 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) Hilda Kirschbaum Gerstein President and Chief Executive Officer Petrie Stores Corporation 70 Enterprise Avenue Secaucus, New Jersey 07094 201-866-3600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Alan C. Myers, Esq. Skadden, Arps, Slate, Meagher & Flom 919 Third Avenue New York, New York 10022 (212) 735-3000 March 24, 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 Petrie Stores Corporation 36-213-7966 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP. (a) ( ) (b) ( ) 3 SEC USE ONLY 4 SOURCE OF FUNDS* 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER 15,902,702 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 4,199,646 PERSON WITH 10 SHARED DISPOSITIVE POWER 11,703,056 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,902,702 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) 13 PERCENT CLASS REPRESENTED BY AMOUNT IN ROW 11 5.7% 14 TYPE OF REPORTING PERSON* CO This Amendment No. 21 amends and supplements the Statement on Schedule 13D, dated December 17, 1982, as heretofore amended (the "Statement"), filed with the Securities and Exchange Commission (the "Commission") by Petrie Stores Corporation, a New York corporation ("Petrie"), relating to Petrie's ownership of shares of common stock, par value $.10 per share (the "Shares"), of Toys "R" Us, Inc., a Delaware corporation (the "Issuer"). Unless otherwise defined herein, all capitalized terms shall have the meanings ascribed to them in this Statement. Item 2. Identity and Background. Item 2 is hereby amended as follows: (b)-(c) Stephanie R. Joseph, Secretary and Principal Legal Officer of Petrie, is President of The Directors' Network Inc., a corporate consulting firm that prepares directors for their boardroom responsibilities. Her principal business address is The Directors' Network Inc., 685 Fifth Avenue, Suite 601, New York, New York 10022. H. Bartlett Brown, Treasurer and Principal Financial and Accounting Officer of Petrie, is a tax consultant. His principal business address is c/o Petrie Stores Corporation, 70 Enterprise Avenue, Secaucus, New Jersey 07094. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended as follows: (a)-(c) In the Distribution, 834 Shares were returned to Petrie with respect to the 1,669 shares of Petrie common stock, par value $1.00 per share, held by Petrie in treasury. As a result, Petrie beneficially owns 15,902,702 Shares, representing approximately 5.7% of the 279,789,866 Shares issued and outstanding on January 28, 1995 (as reported to Petrie by the Issuer). On March 24, 1995 and March 27, 1995, the Estate used 1,497,973 and 1,696,027 Shares, respectively, that it received in the Distribution, to cover its short positions in Toys Common Stock. In addition, on March 27, 1995 and March 28, 1995, the Estate sold an aggregate of 1,608,700 Shares that it received in the Distribution in open market transactions for a total consideration of $40,166,700 as more fully set forth in Schedule I hereto. As of the close of business on March 28, 1995, the Estate beneficially owned 9,252,937 Shares, representing approximately 3.3% of the Shares issued and outstanding on January 28, 1995. To the best of Petrie's knowledge, following the Distribution, Shares are held by the following officers and directors of Petrie: Hilda Kirschbaum Gerstein (146,134 Shares), Jean Roberts (29,292 Shares), Dorothy Fink Stern (90,095 Shares) and Laurence A. Tisch (500 Shares). Except as set forth in Amendment No. 19 and Amendment No. 20 to Petrie's Statement on Schedule 13D, filed with the Commission on January 30, 1995 and March 21, 1995, respectively, and incorporated herein by reference, each of Petrie and, to the best of Petrie's knowledge, the Estate and the individuals named herein, has sole voting and dispositive power with respect to all Shares held thereby. Schedule I Set forth below are the dates, the number of Shares and the price per Share for the Shares sold by the Estate in the open market on March 27, 1995 and March 28, 1995. Transaction Number of Price Per Date Shares Share* March 27, 1995 38,900 $24.75 March 27, 1995 573,200 $24.875 March 27, 1995 146,600 $25.00 March 28, 1995 75,000 $25.25 March 28, 1995 232,700 $25.125 March 28, 1995 404,200 $25.00 March 28, 1995 138,100 $24.875 * 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 29, 1995 PETRIE STORES CORPORATION By: /s/Stephanie R. Joseph Name: Stephanie R. Joseph Title: Secretary and Principal Legal Officer