-----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, dfd6p/aL/NhmC6OV0rPcYBtSSEa6uIFQL44RvSh/nfQ2Kixd5Jnl6vqxwU3AQnMG 5101lpGQDymjuF0OpGUAdw== 0000950172-94-000077.txt : 19940428 0000950172-94-000077.hdr.sgml : 19940428 ACCESSION NUMBER: 0000950172-94-000077 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940427 SUBJECT COMPANY: 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-06674 FILM NUMBER: 94524659 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: 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 BUSINESS ADDRESS: STREET 1: 70 ENTERPRISE AVE CITY: SECAUCUS STATE: NJ ZIP: 07094 BUSINESS PHONE: 2018663600X1480 SC 13D 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 18 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) Peter A. Left Vice Chairman, Chief Operating Officer, Chief Financial Officer and Secretary Petrie Stores Corporation 70 Enterprise Avenue Secaucus, New Jersey 07084 201-866-3600 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Richard T. Prins, Esq. Skadden, Arps, Slate, Meagher & Flom 919 Third Avenue New York, New York 10022 (212) 735-3000 April 20, 1994 (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 NAMES OF REPORTING PERSONS 1 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 40,402,488 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 40,402,488 PERSON WITH 10 SHARED DISPOSITIVE POWER 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 40,402,488 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* ( ) 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 13.91% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! The undersigned hereby amends and restates this Statement on Schedule 13D as set forth below: Item 1. Security and Issuer. 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 principle executive offices of the Issuer is 395 West Passaic Street, Rochelle Park, New Jersey 07662. Item 2. Identity and Background. (a)-(c) This statement is being filed by Petrie Stores Corporation, a New York corporation (the "Company"). The address of the principle executive offices of the Company is 70 Enterprise Avenue, Secaucus, New Jersey 07084. The Company and its subsidiaries operate a chain of approximately 1700 women's specialty stores, principally under the trade names of "Petrie's," "Marianne," "M.J Carroll," "Stuarts," "Hartfield's," "Winkelman's," "Jean Nicole," "G&G," "Rave" and "Plus". Information as to each of the executive officers and directors of the Company is set forth on Schedule I hereto. Each of such persons is a citizen of the United States. Milton Petrie, Chairman of the Board of the Company, beneficially owns 28,111,274 shares of the common stock of the Company, constituting approximately 60% of the outstanding and 54% of the fully diluted shares of common stock of the Company. Information with respect to Mr. Petrie is included in Schedule I hereto. (d) During the last five years, neither the Company nor, to the best of the Company's knowledge, any of the individuals named in Schedule I hereto, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, neither the Company nor, to the best of the Company's knowledge, any of the individuals named in Schedule I hereto, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is 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. Through the date hereof the Company has expended $27,207,539 in the aggregate to purchase the 40,402,488 Shares owned by it. All of such funds were from the general working capital of the Company. Item 4. Purpose of Transaction. The Company acquired the Shares for investment. On April 20, 1994 the Company entered into an Acquisition Agreement (the "Acquisition Agreement") with the Issuer, pursuant to which the Company agreed to transfer all of the Shares held by the Company and its subsidiaries and, at the option of the Company, cash to the Issuer in exchange for newly issued Shares with an equivalent value, less $115,000,000. The closing of the transaction is conditioned upon, among other things, the Company disposing of its retail operations in a manner to be determined by the Company's Board of Directors. The Acquisition Agreement provides that nothing in the agreement shall require the Company to effect such disposition other than on terms the Company's Board of Directors finds acceptable. As a condition to Mr. Petrie's willingness to execute the Voting Agreement (as hereinafter defined), Mr. Petrie required, and the Board of Directors agreed, that such disposition will not be effected other than in a form (i.e., a rights offering in which the Company's shareholders would be given the opportunity to purchase shares in a new holding company for the Company's retail operations, a sale to a third- party buyer or a public offering of the shares of a new holding company for the Company's retail operations) Mr. Petrie finds acceptable. Promptly after the closing of the transaction and the disposition of the Company's retail operations, the Company will liquidate and distribute to its stockholders the newly issued Shares, except an amount to be held in a liquidating trust established to cover the Company's contingent liabilities as of the time of the closing. The closing of the transaction is also conditioned upon the Company receiving a favorable ruling from the Internal Revenue Service to the effect that the disposition of Shares and cash to the Issuer in exchange for newly issued Shares, the subsequent liquidation of the Company and distribution of Shares to the Company's stockholders will be nontaxable transactions to the Company and its stockholders. The transaction is also subject to the approval of holders of two-thirds of the Company's outstanding common shares. Mr. Petrie has agreed to vote his shares in favor of the transaction pursuant to a Voting Agreement and Proxy (the "Voting Agreement"), dated as of April 20, 1994 between Mr. Petrie and the Issuer. The Acquisition Agreement limits the Company's ability to take certain actions, including disposing of or pledging Shares. The Company presently intends to sell a sufficient number of Shares to receive proceeds aggregating $19,232,000. Any such sales would depend on market conditions and other factors. Except as set forth in this Item 4 and the Acquisition Agreement, neither the Company nor, to the best knowledge of the Company, any of the individuals named in Schedule I hereto, has any plans or proposals which relate to or which would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. The Acquisition Agreement was previously filed as an exhibit to this Statement is incorporated herein by reference. The Voting Agreement was previously filed as an exhibit to this Statement and is incorporated herein by reference. The Press Release, dated April 20, 1994, announcing the signing of the Acquisition Agreement was previously filed as an exhibit to this Statement and is incorporated herein by reference. Item 5. Interest in Securities of the Issuer. (a)-(b) The Company beneficially owns 40,402,488 Shares, constituting approximately 13.91% of the 290,438,557 Shares outstanding on November 22, 1993. Except for Mr. Petrie, to the best of the Company's knowledge, none of the individuals named in Schedule I hereto, beneficially owns any Shares. The Company has sole voting and dispositive power with respect to such Shares. (c) Neither the Company nor, to best of the Company's knowledge, any of the individuals named in Schedule I hereto, other than Alan C. Greenburg, has effected any transaction in the Shares during the past 60 days. On March 24, 1994, Alan C. Greenburg disposed of 3,900 Shares at a price of $25 3/4 per share and 5,100 Shares at a price of $26 per share in open market transactions. (d)-(e) Inapplicable. Item 6. Contracts, Agreements, Underwriting or Relationships with Respect to Securities of the Issuer. On April 20, 1994 the Company entered into the Acquisition Agreement with the Issuer. The Acquisition Agreement was previously filed as an exhibit to this Statement and is incorporated herein by reference. Item 7. Material to be Filed as Exhibits. No exhibits are attached to this Amendment No. 18. The following exhibits, however, were attached to the Schedule 13D filed on April 22, 1994. Exhibit A Acquisition Agreement, dated as of April 20, 1994, between the Company and the Issuer. Exhibit B Voting Agreement, dated as of April 20, 1994, between Milton Petrie and the Issuer. Exhibit C Press Release, issued April 20, 1994. SCHEDULE I DIRECTORS AND EXECUTIVE OFFICERS OF PETRIE STORES CORPORATION The name, business address, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Petrie Stores Corporation (the "Company") is set forth below. If no business address is given, the director's or officer's address is Petrie Stores Corporation, 70 Enterprise Avenue, Secaucus, New Jersey 07094. Unless otherwise indicated, each occupation set forth opposite an executive officer's name refers to employment with the Company. Directors of the Company are indicated with an asterisk. Present Principal Occupation or Employment and Name and Principal Business of Corporation Business Address in Which Employment is Conducted Stephen A. Birk Senior Vice President of the Company Joseph H. Flom* Partner--Skadden, Arps, Slate, Skadden, Arps, Slate, Meagher & Flom (attorneys) Meagher & Flom 919 Third Avenue New York, NY 10022 Jay Galin* Executive Vice President of the Company and President of G&G Shops Inc., a wholly-owned subsidiary of the Company Scott Galin Senior Vice President of the Company Umberto Gallo Senior Vice President of the Company Hilda Kirschbaum Gerstein* Vice Chairman of the Company Alan C. Greenburg* Chairman of the Board and Chief Bear, Stearns & Co. Executive Officer of The Bear 245 Park Avenue Stearns Companies, Inc. (investment New York, NY 10167 banking) Barton Heminover Vice President and Treasurer of the Company Michael J. Jackson Senior Vice President and Controller of the Company Allan Laufgraben* Vice Chairman, Chief Executive Officer and President of the Company Peter A. Left* Vice Chairman, Chief Operating Officer, Chief Financial Officer and Secretary of the Company Daniel G. Maresca* Executive Vice President of the Company and President of Winkelman Stores Inc., a wholly-owned subsidiary of the Company Louis Mascolo Senior Vice President of the Company Richard J. Pesce Senior Vice President of the Company Samuel David Polese Senior Vice President of the Company Carroll Petrie* Private Investor 834 Fifth Avenue New York, NY 10021 Milton Petrie* Chairman of the Board of the Company Jean Roberts* Executive Vice President of the Company Dorothy Fink Stern* Executive Vice President of the Company Laurence A. Tisch* Chairman of the Board, Co-Chief CBS Network Executive Officer and a Director of 51 West 52nd Street Loews Corp. (diversified holding 35th Floor company) New York, NY 10019 Raymond S. Traubh* Financial Consultant 10 Rockefeller Plaza New York, NY 10020 Jeffrey M. Zelenko Senior Vice President of the Company 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: April 27, 1994 PETRIE STORES CORPORATION By: /s/Peter A. Left Name: Peter A. Left Title: Vice Chairman, Chief Operating Officer, Chief Financial Officer and Secretary -----END PRIVACY-ENHANCED MESSAGE-----