-----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, cPMr6YlK8iRD5x1gn3WbtmnYIU+XSMm27htvmXxNN0j7AI5+HdKAIm8E/SrLlZY2 +S0XdZiAC18drSyU1Lhc3Q== 0000898822-94-000074.txt : 19940902 0000898822-94-000074.hdr.sgml : 19940902 ACCESSION NUMBER: 0000898822-94-000074 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19940901 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-13232 FILM NUMBER: 94547618 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 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 1 SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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) August 23, 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 state- ment: |x| Exhibit Index Appears on Page __ SCHEDULE 13D CUSIP NO. 716434-10-5 +---+---------------------------------------------------------+ | 1 | NAMES OF REPORTING PERSONS | | | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS | | | | | | WP Investors, Inc. | +---+---------------------------------------------------------+ | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP +--+ | | | (a) +--+ | | | +--+ | | | |x | | | | (b) +--+ | +---+---------------------------------------------------------+ | 3 | SEC USE ONLY | | | | +---+---------------------------------------------------------+ | 4 | SOURCE OF FUNDS* | | | OO | +---+---------------------------------------------------------+ | 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS +--+ | | | REQUIRED PURSUANT TO ITEM 2(d) or 2(e) +--+ | +---+---------------------------------------------------------+ | 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | Delaware | +---+---------+---+-------------------------------------------+ | NUMBER OF | 7 | SOLE VOTING POWER | | SHARES | | None | |BENEFICIALLY +---+-------------------------------------------+ | OWNED BY | 8 | SHARED VOTING POWER | | EACH | | 28,111,274 (See Item 4) | | REPORTING +---+-------------------------------------------+ | PERSON | 9 | SOLE DISPOSITIVE POWER | | WITH | | None | | +---+-------------------------------------------+ | |10 | SHARED DISPOSITIVE POWER | | | | None | +---+---------+---+-------------------------------------------+ |11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING | | | PERSON | | | 28,111,274 (See Item 4) | +---+---------------------------------------------------------+ |12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | | | CERTAIN SHARES* +--+ | | | +--+ | +---+---------------------------------------------------------+ |13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | APPROXIMATELY 60.1% | +---+---------------------------------------------------------+ |14 | TYPE OF REPORTING PERSON* | | | CO | +---+---------------------------------------------------------+ *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP NO. 716434-10-5 +---+---------------------------------------------------------+ | 1 | NAMES OF REPORTING PERSONS | | | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS | | | | | | Warburg, Pincus Investors, L.P. | +---+---------------------------------------------------------+ | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP +--+ | | | (a) +--+ | | | +--+ | | | |x | | | | (b) +--+ | +---+---------------------------------------------------------+ | 3 | SEC USE ONLY | | | | +---+---------------------------------------------------------+ | 4 | SOURCE OF FUNDS* | | | OO | +---+---------------------------------------------------------+ | 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS +--+ | | | REQUIRED PURSUANT TO ITEM 2(d) or 2(e) +--+ | +---+---------------------------------------------------------+ | 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | Delaware | +---+---------+---+-------------------------------------------+ | NUMBER OF | 7 | SOLE VOTING POWER | | SHARES | | None | |BENEFICIALLY +---+-------------------------------------------+ | OWNED BY | 8 | SHARED VOTING POWER | | EACH | | 28,111,274 (See Item 4) | | REPORTING +---+-------------------------------------------+ | PERSON | 9 | SOLE DISPOSITIVE POWER | | WITH | | None | | +---+-------------------------------------------+ | |10 | SHARED DISPOSITIVE POWER | | | | None | +---+---------+---+-------------------------------------------+ |11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING | | | PERSON | | | 28,111,274 (See Item 4) | +---+---------------------------------------------------------+ |12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | | | CERTAIN SHARES* +--+ | | | +--+ | +---+---------------------------------------------------------+ |13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | APPROXIMATELY 60.1% | +---+---------------------------------------------------------+ |14 | TYPE OF REPORTING PERSON* | | | PN | +---+---------------------------------------------------------+ *SEE INSTRUCTIONS BEFORE FILLING OUT! -3- SCHEDULE 13D CUSIP NO. 716434-10-5 +---+---------------------------------------------------------+ | 1 | NAMES OF REPORTING PERSONS | | | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS | | | | | | Warburg, Pincus & Co. | +---+---------------------------------------------------------+ | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP +--+ | | | (a) +--+ | | | +--+ | | | |x | | | | (b) +--+ | +---+---------------------------------------------------------+ | 3 | SEC USE ONLY | | | | +---+---------------------------------------------------------+ | 4 | SOURCE OF FUNDS* | | | OO | +---+---------------------------------------------------------+ | 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS +--+ | | | REQUIRED PURSUANT TO ITEM 2(d) or 2(e) +--+ | +---+---------------------------------------------------------+ | 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | New York | +---+---------+---+-------------------------------------------+ | NUMBER OF | 7 | SOLE VOTING POWER | | SHARES | | None | |BENEFICIALLY +---+-------------------------------------------+ | OWNED BY | 8 | SHARED VOTING POWER | | EACH | | 28,111,274 (See Item 4) | | REPORTING +---+-------------------------------------------+ | PERSON | 9 | SOLE DISPOSITIVE POWER | | WITH | | None | | +---+-------------------------------------------+ | |10 | SHARED DISPOSITIVE POWER | | | | None | +---+---------+---+-------------------------------------------+ |11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING | | | PERSON | | | 28,111,274 (See Item 4) | +---+---------------------------------------------------------+ |12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | | | CERTAIN SHARES* +--+ | | | +--+ | +---+---------------------------------------------------------+ |13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | APPROXIMATELY 60.1% | +---+---------------------------------------------------------+ |14 | TYPE OF REPORTING PERSON* | | | PN | +---+---------------------------------------------------------+ *SEE INSTRUCTIONS BEFORE FILLING OUT! -4- SCHEDULE 13D CUSIP NO. 716434-10-5 +---+---------------------------------------------------------+ | 1 | NAMES OF REPORTING PERSONS | | | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS | | | | | | Toys "R" Us, Inc. | +---+---------------------------------------------------------+ | 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP +--+ | | | (a) +--+ | | | +--+ | | | |x | | | | (b) +--+ | +---+---------------------------------------------------------+ | 3 | SEC USE ONLY | | | | +---+---------------------------------------------------------+ | 4 | SOURCE OF FUNDS* | | | OO | +---+---------------------------------------------------------+ | 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS +--+ | | | REQUIRED PURSUANT TO ITEM 2(d) or 2(e) +--+ | +---+---------------------------------------------------------+ | 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | | | Delaware | +---+---------+---+-------------------------------------------+ | NUMBER OF | 7 | SOLE VOTING POWER | | SHARES | | None | |BENEFICIALLY +---+-------------------------------------------+ | OWNED BY | 8 | SHARED VOTING POWER | | EACH | | 28,111,274 (See Item 4) | | REPORTING +---+-------------------------------------------+ | PERSON | 9 | SOLE DISPOSITIVE POWER | | WITH | | None | | +---+-------------------------------------------+ | |10 | SHARED DISPOSITIVE POWER | | | | None | +---+---------+---+-------------------------------------------+ |11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING | | | PERSON | | | 28,111,274 (See Item 4) | +---+---------------------------------------------------------+ |12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES | | | CERTAIN SHARES* +--+ | | | +--+ | +---+---------------------------------------------------------+ |13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | | | APPROXIMATELY 60.1% | +---+---------------------------------------------------------+ |14 | TYPE OF REPORTING PERSON* | | | CO | +---+---------------------------------------------------------+ *SEE INSTRUCTIONS BEFORE FILLING OUT! -5- Item 1. Security and Issuer. This statement relates to the Common Stock, par value $1.00 per share (the "Shares"), of Petrie Stores Corporation, a New York corporation (the "Company"). The address of the prin- cipal executive offices of the Company is 70 Enterprise Avenue, Secaucus, New Jersey 07094. Item 2. Identity and Background. This Statement is filed by WP Investors, Inc., a Delaware corporation ("WP Investors"), which is a wholly owned subsidiary of Warburg, Pincus Investors, L.P., a Delaware lim- ited partnership ("WP Investors, L.P."). WP Investors, L.P. is primarily engaged in making venture capital and related invest- ments. Warburg, Pincus & Co. ("WP"), a New York general part- nership, is the general partner of WP Investors, L.P. The principal business of WP is to act as the general partner of WP Investors, L.P. and other entities. Lionel I. Pincus is the managing partner of WP and may be deemed to control it. The business address of each of the foregoing is 466 Lexington Av- enue, New York, New York 10017. WP Investors, WP Investors, L.P, and WP are hereinafter collectively referred to as the "WP Reporting Persons". Schedule I attached hereto sets forth certain addi- tional information with respect to each director and each exec- utive officer of WP Investors and each general partner of WP. None of the WP Reporting Persons nor, to the best of their knowledge, any person listed in Schedule I hereto, has been during the last five years (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemean- ors) or (b) a party to a civil proceeding of a judicial or ad- ministrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, 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. This Statement is also filed by Toys "R" Us, Inc., a Delaware corporation ("Toys" or the "Toys Reporting Person" and, collectively with the WP Reporting Persons, the "Reporting Persons"), which is a specialty retailer of toys and childrens' apparel. The business address of Toys is 461 From Road, Paramus, New Jersey 07652. Schedule II attached hereto sets forth certain addi- tional information with respect to each director and each exec- utive officer of Toys. Neither the Toys Reporting Person nor, to the best of its knowledge, any person listed in Schedule II hereto, has been during the last five years (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemean- ors) or (b) a party to a civil proceeding of a judicial or ad- ministrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgement, 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. See Item 4. No funds were paid to the Shareholder (as defined below) by the Reporting Persons in connection with the execution and delivery of the Toys Voting Agreement or the WP Voting Agreement (as such terms are defined below). Item 4. Purpose of Transaction. On April 20, 1994, Toys and the Company entered into an Acquisition Agreement, dated as of April 20, 1994, as amended on May 10, 1994 (the "Acquisition Agreement") pursuant to which the Company agreed to transfer all of the common stock, par value $.10 per share (the "Toys Shares"), of Toys held by the Company and its subsidiaries and cash (up to $250 million) to Toys in exchange for a number of shares of Toys common stock equal to (a) the number of shares of Toys common stock held by the Company, less approximately 3.3 million shares of Toys common stock, plus (b) such amount of cash di- vided by the market value of a share of Toys common stock. The closing of the transaction is conditioned upon, among other things, the Company disposing of its retail operations (the "Retail Operations") in a manner to be determined by the Com- pany's Board of Directors and in a manner contemplated by the IRS Ruling (as defined below). Subject to the terms and condi- tions of the Acquisition Agreement, promptly after the closing of the transaction and the disposition of the Retail Opera- tions, the Company will dissolve and distribute to its stock- holders the Toys Shares to be received in the foregoing ex- change, except an amount to be held in a liquidating trust es- tablished 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 (the "IRS Ruling") to the ef- fect that the disposition of Toys Shares and cash to Toys in exchange for newly issued Toys Shares, and the subsequent liq- uidation of the Company and distribution of Toys Shares to the Company's stockholders will be nontaxable transactions. The transaction is also subject, among other things, to the ap- proval of holders of two-thirds of the Company's outstanding common shares and the ability of the Company to reduce its li- abilities remaining at the time of its dissolution. In connection with the execution and delivery of the Acquisition Agreement, Milton Petrie acting through his powers of attorney (the "Shareholder") entered into a Voting Agreement and Proxy (the "Toys Voting Agreement") with Toys pursuant to which the Shareholder agreed to vote the Shares held by him in favor of the transactions contemplated by the Acquisition Agreement. The Shareholder acting through his powers of attorney also granted to Toys an irrevocable proxy in support of such agreement to vote such Shares. On August 23, 1994, WP Investors and the Company en- tered into a Stock Purchase Agreement, dated as of August 23, 1994 (the "Stock Purchase Agreement") pursuant to which, sub- ject to the terms and conditions thereof, WP Investors agreed, among other things, to acquire the Retail Operations of the Company for $190 million. In connection with the execution and delivery of the Stock Purchase Agreement, the Shareholder acting through his powers of attorney, with the consent of Toys, entered into a Voting Agreement and Proxy (the "WP Voting Agreement" and, together with the Toys Voting Agreement, the "Voting Agreements") with WP Investors pursuant to which the Shareholder agreed to vote the Shares held by him in favor of the transactions contemplated by the Stock Purchase Agreement. The Shareholder acting through his powers of attorney also granted to WP an irrevocable proxy in support of such agreement to vote his Shares. Toys consented to the execution and delivery thereof and obtained certain commitments from WP Investors and the Company in connection therewith which are contained in a Letter Agreement (the "Letter Agreement"), dated August 23, 1994, among WP Investors, the Company and Toys. Except as set forth in this Item 4 and the Voting Agreements, none of the Reporting Persons has any plans or pro- posals which relate to or which would result in any of the ac- tions specified in clauses (a) through (j) of Item 4 of Sched- ule 13D. A copy of the Toys Voting Agreement is filed as Ex- hibit A to this Statement and is incorporated herein by refer- ence. A copy of the Acquisition Agreement is filed as Exhibit B to this Statement and is incorporated herein by reference. A copy of the WP Voting Agreement is filed as Exhibit C to this Statement and is incorporated herein by reference. A copy of the Stock Purchase Agreement is filed as Exhibit D to this Statement and is incorporated herein by reference. A copy of the Letter Agreement is filed as Exhibit E to this Statement and is incorporated herein by reference. The foregoing summary is qualified in its entirety by reference to the foregoing Agreements. Item 5. Interest in Securities of the Issuer. (a)-(b) Pursuant to the WP Voting Agreement and the Toys Voting Agreement, under the circumstances set forth therein, the WP Reporting Persons and the Toys Reporting Per- son may be deemed to have shared voting power with the Share- holder. The Shareholder beneficially owns, and (subject to the foregoing) has the sole power to vote and dispose of, 28,111,274 Shares, constituting approximately 60.1% of the 46,768,533 Shares that were issued and outstanding as of Janu- ary 29, 1994. As a result of the limited nature of the Voting Agreements, the Reporting Persons disclaim beneficial ownership of any Shares and disclaim that they are members of a group. (c) None of the Reporting Persons has effected any transaction in the Shares during the past 60 days. (d)-(e) Inapplicable. Item 6. Contracts, Agreements, Underwritings or Relationships with Respect to Securities of the Issuer. None, except as set forth in Item 4. Item 7. Material to be Filed as Exhibits. Exhibit A Voting Agreement, dated as of April 20, 1994, between Milton Petrie and Toys "R" Us, Inc. Exhibit B Acquisition Agreement, dated as of April 20, 1994, between Petrie Stores Corporation and Toys "R" Us, Inc. together with the amendment thereto dated May 10, 1994. Exhibit C Voting Agreement, dated as of August 23, 1994, between Milton Petrie and WP Investors, Inc. Exhibit D Stock Purchase Agreement, dated as of August 23, 1994 between Petrie Stores Corporation and WP Investors, Inc. Exhibit E Letter Agreement, dated August 23, 1994, among WP Investors, Inc., Petrie Stores Corporation and Toys "R" Us, Inc. Exhibit F Joint filing agreement 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: August 31, 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 Schedule I WP INVESTORS, INC. Directors Reuben S. Leibowitz Lionel I. Pincus John L. Vogelstein Officers Lionel I. Pincus - Chairman of the Board John L. Vogelstein - President Reuben Leibowitz - Vice President, Assistant Secretary Stephen Distler - Vice President, Treasurer and Secretary Christopher W. Brody - Vice President Errol M. Cook - Vice President Stewart K. P. Gross - Vice President Patrick Hackett - Vice President Jeffrey A. Harris - Vice President Robert S. Hillas - Vice President William H. Janeway - Vice President Charles R. Kaye - Vice President Henry Kressel - Vice President Joseph P. Landy - Vice President Sidney Lapidus - Vice President Rodman W. Moorhead - Vice President Howard H. Newman - Vice President Ernest H. Pomerantz - Vice President Peter Stalker - Vice President David A. Tanner - Vice President James E. Thomas - Vice President Joanne R. Wenig - Vice President PARTNERS OF WARBURG, PINCUS & CO. Susan Black Christopher W. Brody Harold Brown Errol M. Cook Elizabeth B. Dater Stephen Distler John L. Furth Stuart M. Goode Stewart K.P. Gross Patrick T. Hackett Jeffrey A. Harris Robert S. Hillas A. Michael Hoffman William H. Janeway Douglas M. Karp Charles R. Kaye Henry Kressel Joseph P. Landy Sidney Lapidus Edwin F. LeGard, Jr. Reuben S. Leibowitz Stephen J. Lurito Spencer S. Marsh III Andrew H. Massie, Jr. Edward J. McKinley Rodman W. Moorhead III Howard H. Newman Anthony G. Orphanos Lionel I. Pincus Ernest H. Pomerantz Arnold M. Reichman Roger Reinlieb Sheila N. Scott Peter Stalker III David A. Tanner James E. Thomas John L. Vogelstein Joanne R. Wenig Pincus & Co. NL & Co.* *(Richard H. King, Dale C. Christensen, Judhvir Parmar, Dominic H. Shorthouse) 2 Schedule II TOYS "R" US, INC. Directors Robert A. Bernhard Michael Goldstein Milton S. Gould Shirley Strum Kenny Charles Lazarus Reuben Mark Howard W. Moore Robert C. Nakasone Norman M. Schneider Harold M. Wit Officers Michael Goldstein - Vice Chairman of the Board and Chief Executive Officer Robert C. Nakasone - President and Chief Operat- ing Officer Roger V. Goddu - Executive Vice President - General Merchandise Manager Louis Lipschitz - Senior Vice President - Fi- nance and Chief Financial Officer; Assistant Secretary Larry D. Bouts - Vice President - President of Toys "R" Us International Jonathan M. Friedman - Vice President - Controller Richard Markee - Vice President - President of Kids "R" Us EXHIBIT INDEX Exhibit Page A Voting Agreement, dated as of April 20, 1994, between Milton Petrie and Toys "R" Us, Inc. (Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Petrie Stores Corporation (File No. 1-6166) dated April 22, 1994) B (i) Acquisition Agreement, dated as of April 20, 1994, between Petrie Stores Corporation and Toys "R" Us, Inc. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Petrie Stores Corporation (File No. 1-6166) dated April 22, 1994). (ii) Letter Amendment dated May 10, 1994 to the Acquisition Agreement (filed herewith) C Voting Agreement, dated as of August 23, 1994, between Milton Petrie and WP Investors, Inc. (Incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K of Petrie Stores Corporation (File No. 1-6166) dated August 26, 1994) D Stock Purchase Agreement, dated as of August 23, 1994 between Petrie Stores Corporation and WP Investors, Inc. (Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Petrie Stores Corporation (File No. 1-6166) dated August 26, 1994) E Letter Agreement, dated August 23, 1994, among WP Investors, Inc., Petrie Stores Corpora- tion and Toys "R" Us, Inc. (filed herewith) F Joint filing agreement (filed herewith) EX-99.B(II) 2 EXHIBIT B(II) Exhibit B(ii) May 10, 1994 Petrie Stores Corporation 70 Enterprise Avenue Secaucus, New Jersey 07094 Re: Amendment No.1 Dear Sirs: Reference is made to the Acquisition Agreement, dated as of April 20, 1994, between Toys "R" Us, Inc., a Delaware corporation (the "Buyer"), and Petrie Stores Corporation, a New York corporation (the "Seller") (the "Acquisition Agreement"). Capitalized terms used but not defined herein shall have the meanings specified in the Acquisition Agreement. The parties desire to amend the Acquisition Agree- ment. Accordingly, the Buyer and the Seller hereby agree as follows: 1. Section 3(b) of the Acquisition Agreement is amended by adding the following at the end thereof: "The shares of Buyer Common Stock constituting the Purchase Consideration shall be shares held in the treasury of the Buyer (and previously included in a listing application approved by the New York Stock Exchange), including without limitation, the Closing Date Petrie Block Shares which shall be delivered to the Buyer pursuant to Section 2(i) above." 2. Section 9.1.6 of the Acquisition Agreement is deleted in its entirety, and Section 9.1.7 thereof is redesignated as Section 9.1.6. Sincerely yours, TOYS "R" US, INC. By: /s/ Louis Lipschitz Name: Louis Lipschitz Title: Senior Vice President - Finance and Chief Financial Officer ACCEPTED AND AGREED: PETRIE STORES CORPORATION By: /s/ Peter A. Left Name: Peter A. Left Title: Vice Chairman, Chief Operating Officer, Chief Financial Officer and Secretary EX-99.E 3 EXHIBIT E Exhibit E August 23, 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, between Toys "R" Us, Inc. ("Toys") and Petrie Stores Corporation ("PSC") (the "Acquisition Agree- ment") and (ii) the Voting Agreement and Proxy, dated as of August 23, 1994, between WP Investors, Inc. ("WP") and Milton Petrie (the "WP Proxy"), attached as Exhibit A hereto. In consideration of the execution by Toys of the WP Proxy, the undersigned hereby agree that at the closing (the "Closing") of the transaction contemplated by the Stock Pur- chase Agreement dated as of August 23, 1994 by and between PSC and WP (the "Purchase Agreement"), if Toys shall simultaneously therewith execute and deliver the indemnification agreement attached as Exhibit B to the Acquisition Agreement, PSC and WP shall execute and deliver to Toys an indemnification agreement substantially in the form set forth as Exhibit A to the Acqui- sition Agreement, and subject to the execution by PSC and WP of a mutually acceptable cross indemnity agreement reflecting the allocation of liabilities as between PSC and WP provided in the Purchase Agreement. WP, PSC and Toys further agree that, at the Closing, they will execute the agreement regarding certain tax matters in substantially the form attached as Exhibit B hereto. Sincerely yours, WP INVESTORS, INC. By: /s/Reuben S. Leibowitz Name: Reuben S. Leibowitz Title: Vice President CONSENTED TO AND AGREED: PETRIE STORES CORPORATION By: /s/ Allan Laufgraben Name: Allan Laufgraben Title: President-CEO TOYS "R" US, INC. By: /s/ Louis Lipschitz Name: Louis Lipschitz Title: Senior Vice President-Finance and Chief Financial Officer EX-99.F 4 EXHIBIT F Exhibit F JOINT FILING AGREEMENT This will confirm the agreement by and among all of the undersigned that the Statement on Schedule 13D filed on or about this date with respect to the beneficial ownership by the undersigned of shares of common stock, $1.00 par value per share, of Petrie Stores Corporation, a New York corporation (the "Statement"), is being filed on behalf of each of the un- dersigned. Each of the undersigned hereby acknowledges that pur- suant to Rule 13d-1(f)(1)(ii) promulgated under the Securities Exchange Act of 1934, as amended, that each person on whose behalf the Statement is filed is responsible for the timely filing of such statement and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; and that such person is not re- sponsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement may be executed in one or more coun- terparts by each of the undersigned, and each of which, taken together, shall constitute but one and the same instrument. Date: August 31, 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 Finan- cial Officer -----END PRIVACY-ENHANCED MESSAGE-----