-----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, F0wwm9JeVvKy8cuQ9cCnnJo+1unJyD5PXKC2kr1xz46ZDGHQi7dG9wnnFuPjuqNk bEH54qCW+0LT86OeIW00Ng== 0000950172-94-000224.txt : 19941122 0000950172-94-000224.hdr.sgml : 19941122 ACCESSION NUMBER: 0000950172-94-000224 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 19941103 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19941117 SROS: NONE FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-06166 FILM NUMBER: 94560944 BUSINESS ADDRESS: STREET 1: 70 ENTERPRISE AVE CITY: SECAUCUS STATE: NJ ZIP: 07094 BUSINESS PHONE: 2018663600X1480 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 3, 1994 PETRIE STORES CORPORATION (Exact Name of Registrant as Specified in Charter) New York 1-6166 36-213-7966 (State or Other Jurisdiction of (Commission) (I.R.S. Employer Incorporation) File Number) Identification No.) 70 Enterprise Avenue, Secaucus, New Jersey 07084 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (201) 866-3600 N/A (Former Name or Former Address, if Changed Since Last Report) INDEX TO EXHIBITS APPEARS ON PAGE 8 Item 5. Other Events. A. Amendment No. 1 to the Stock Purchase Agreement with WP Investors, Inc. On November 3, 1994, Petrie Stores Corporation, a New York corporation (the "Company") entered into Amendment No. 1 to the Stock Purchase Agreement ("Amendment No. 1") with WP Investors, Inc., a Delaware corporation ("WP"), amending the Stock Purchase Agreement (the "Stock Purchase Agreement"), dated as of August 23, 1994, by and between the Company and WP. Pursuant to Amendment No. 1, certain covenants in the Stock Purchase Agreement relating to WP's acquisition of the common stock of a Delaware subsidiary of the Company ("Retail Holding Company"), to which all of the retail operations of the Company will be transferred, have been amended. Under Amendment No. 1, WP has covenanted that it will comply with a commitment letter (the "Commitment Letter"), dated as of November 3, 1994, by and among WP, Warburg Pincus Investors, L.P., Chemical Bank, the Chase Manhattan Bank N.A., Chemical Securities Inc. and Chase Securities Inc. WP has further covenanted that it will not amend, modify or waive any provision of the Commitment Letter, or waive any of its rights thereunder. The Company has covenanted with respect to certain liabilities of the Company not being assumed by WP that the Company shall provide, by means of (i) an irrevocable letter of credit, (ii) a holdback of a portion of the Purchase Price (as defined in the Stock Purchase Agreement), a first priority, perfected lien in collateral with adequate assurances as to value or comparable security or (iii) other comparable arrangements reasonably acceptable to WP, $67.5 million for the payment of such liabilities. Pursuant to Amendment No. 1, the Company has waived certain conditions to the closing of the Stock Purchase Agreement, including, among others, (i) certain representations and warranties, (ii) the receipt by the Company of a private letter ruling from the Internal Revenue Service to the effect that the transactions contemplated by the Acquisition Agreement, dated as of April 20, 1994 and amended as of May 10, 1994 (the "Toys Agreement"), by and between the Company and Toys "R" Us, Inc., a Delaware corporation ("Toys 'R' Us"), will not give rise to taxable income to the Company, Toys "R" Us or the Company's shareholders and (iii) the satisfaction or waiver of all conditions in the Toys Agreement. WP has waived the following conditions, among others: (i) the obtaining of certain landlord consents and (ii) certain representations and warranties. Additionally, WP's financing condition has been amended to provide that WP's obligations under the Stock Purchase Agreement are conditioned upon WP obtaining the financing contemplated by the Commitment Letter, provided, however, that WP may not rely on this condition as grounds for not consummating the stock purchase if it has not satisfied the covenants with respect to the Commitment Letter described above. A Confirmation Letter, dated as of November 3, 1994 (the "Confirmation Letter"), has been executed by WP and Milton Petrie, by act of his attorneys-in-fact, and has been consented and agreed to by Toys "R" Us. The Confirmation Letter provides that the Voting Agreement, dated as of August 23, 1994, by and between WP and Milton Petrie, shall remain unchanged and in full force and effect following the execution of Amendment No. 1. A copy of Amendment No. 1 to the Stock Purchase Agreement, dated as of November 3, 1994, is filed as Exhibit 10.1 to this Report and is incorporated herein by reference. A copy of the Confirmation Letter, dated as of November 3, 1994, is filed as Exhibit 99.1 to this Report and is incorporated herein by reference. A copy of the Press Release, issued November 3, 1994, announcing the execution of Amendment No. 1 is filed as Exhibit 99.2 to this Report and is incorporated herein by reference. A copy of the Stock Purchase Agreement, dated as of November 3, 1994 was previously filed as an exhibit to the Company's Current Report on Form 8-K, filed August 23, 1994, and is incorporated herein by reference. B. Redemption of 8% Convertible Subordinated Debentures Due December 15, 2010. The Company announced on November 10, 1994 that it is calling for redemption on December 12, 1994 all of its outstanding 8% Convertible Subordinated Debentures due December 15, 2010 (the "Debentures") at a redemption price of $1,008 per $1,000 principal amount of Debentures, together with accrued and unpaid interest thereon of $39.333 per $1,000 principal amount of Debentures, from June 15, 1994 to, but not including, December 12, 1994. The holders of the Debentures have the right to convert the Debentures into approximately 45.1977 shares of the Corporation's common stock for each $1,000 principal amount of Debentures and such right expires at 3:00 p.m. New York time on December 12, 1994. Holders of the Debentures must surrender the Debentures to Chemical Bank, New York, for conversion or redemption. If all of the outstanding Debentures were redeemed on December 12, 1994, the aggregate amount necessary for redemption would be $129,414,786.55 (including $123,566,000 for principal, $988,528 for premium and $4,860,258.55 for accrued interest from June 15, 1994 to, but not including, December 12, 1994). If all of the outstanding Debentures were converted into the Corporation's common stock, approximately 5,584,903 additional shares of the Corporation's common stock would be issued upon such conversion. A copy of the Notice of Redemption, dated as of November 10, 1994, is filed as Exhibit 99.3 to this Report and is incorporated herein by reference. A copy of the Press Release, issued November 10, 1994, announcing the redemption of the Debentures, is filed as Exhibit 99.4 to this Report and is incorporated herein by reference. C. Receipt of Private Letter Ruling from Internal Revenue Service On November 15, 1994, the Corporation and Toys "R" Us received a favorable private letter ruling from the Internal Revenue Service (the "IRS Ruling") holding that the proposed exchange by the Corporation of approximately 39.9 million shares of Toys "R" Us Common Stock and cash for shares of Toys "R" Us Common Stock and the distribution by the Corporation of such shares to the Corporation's shareholders upon the liquidation of the Corporation, all as contemplated by the Toys Agreement, will qualify as a tax-free reorganization under the Internal Revenue Code of 1986, as amended. Furthermore, the IRS Ruling provides that neither the Corporation nor Toys "R" Us will recognize any gain on such exchange, and the Corporation and its shareholders will not recognize a gain on the distribution of the Corporation's shares of Toys "R" Us Common Stock in the subsequent liquidation of the Corporation. In addition, the Corporation's shareholders will not recognize any income with respect to any shares of Toys "R" Us Common Stock placed into a liquidating trust in order to secure the Corporation's contingent liabilities. A copy of the Press Release, issued November 17, 1994, announcing the receipt of the IRS Ruling, is filed as Exhibit 99.5 to this Report and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibits. Exhibit No. Description 10.1 Amendment No. 1 to the Stock Purchase Agreement, dated as of November 3, 1994. 99.1 Confirmation Letter, dated as of November 3, 1994. 99.2 Press Release, issued November 3, 1994. 99.3 Notice of Redemption, dated as of November 10, 1994. 99.4 Press Release, issued November 10, 1994. 99.5 Press Release, issued November 17, 1994. Signatures Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Dated: November 17, 1994 PETRIE STORES CORPORATION By: /s/ Peter A. Left Name: Peter A. Left Title: Vice Chairman, Chief Operating Officer, Chief Financial Officer and Secretary Exhibit Index Sequentially Numbered Exhibit Description Page 10.1 Amendment No. 1 to the Stock Purchase Agreement, dated as of November 3, 1994. 99.1 Confirmation Letter, dated as of November 3, 1994. 99.2 Press Release, issued November 3, 1994. 99.3 Notice of Redemption, dated as of November 10, 1994. 99.4 Press Release, issued November 10, 1994. 99.5 Press Release, issued November 17, 1994. EX-10 2 EXHIBIT 10.1 AMENDMENT NO. 1 TO THE STOCK PURCHASE AGREEMENT This AMENDMENT NO. 1 (the "Amendment") to the Stock Purchase Agreement (the "Stock Purchase Agreement"), dated as of August 23, 1994, by and between Petrie Stores Corporation, a New York corporation ("Seller") and WP Investors, Inc., a Delaware corporation ("Buyer") is being entered into as of November 3, 1994. Whereas, Seller and Buyer desire to amend the Stock Purchase Agreement to provide that Seller shall provide for the payment by Seller and/or the Liquidating Trust of certain tax liabilities arising out of or related to, certain past sales or other dispositions by Seller or its subsidiaries of shares of Toys Common Stock; and Whereas, Seller and Buyer desire to amend the Stock Purchase Agreement to waive certain conditions to each party's respective obligations to consummate the Stock Purchase. Now, Therefore, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows: Section 1. Definitions; References. Unless otherwise specifically defined herein, each term used herein shall have the meaning assigned to such term in the Stock Purchase Agreement. Each reference to "hereof", "herein", "hereunder", "hereby" and "this Agreement" shall from and after the date hereof refer to the Stock Purchase Agreement as amended by this Amendment. Section 2. Amendment to Introduction. The Introduction to the Stock Purchase Agreement is amended to be and read in its entirety as follows: "STOCK PURCHASE AGREEMENT, dated as of August 23, 1994, and amended as of November 3, 1994 (this "Agreement"), by and between Petrie Stores Corporation, a New York corporation ("Seller") and WP Investors, Inc., a Delaware corporation ("Buyer")." Section 3. Amendment to Time and Place of Closing. Section 2.1 of the Stock Purchase Agreement is amended to delete the reference therein to October 31, 1994 and to insert in its place December 9,1994. Section 4. Amendment to Covenants of the Parties. A. Section 5.9 of the Stock Purchase Agreement is amended to be and read in its entirety as follows: "Financing. (a) Any financing procured by the Buyer to purchase the Shares pursuant to this Agreement and to consummate the transactions contemplated hereby shall include an equity contribution by E.M. Warburg, Pincus & Co., Inc. and/or one or more of its affiliates in the amount of not less than $100 million; provided, however, that such equity contribution may be reduced to the extent not necessary for the Buyer to perform the covenant set forth in Section 5.6. (b) Buyer hereby expressly acknowledges that Seller, in agreeing to Buyer's conditions to consummation of the Stock Purchase as set forth in Section 7.3(d) hereof, has relied upon the existence and terms of that certain commitment letter and the Summary of Terms and Conditions, a copy of which has been provided to Seller (collectively, the "Commitment Letter"), dated as of November 3, 1994, by and among Buyer, WP Investors, Inc., Warburg Pincus Investors, L.P., Chemical Bank and The Chase Manhattan Bank, N.A. (collectively, the "Managing Agents"), and Chemical Securities Inc. and Chase Securities, Inc. (collectively, the "Arrangers"). For the benefit of Buyer and Seller, Buyer hereby covenants and agrees that prior to the Closing Buyer will comply fully with all of the terms, provisions and conditions set forth in the Commitment Letter, the Facility (as defined in the Commitment Letter), the definitive documentation for the Facility described therein or any transaction contemplated thereby (collectively, the "Financing") and any related fee letters. For the benefit of Seller, Buyer hereby further covenants and agrees that Buyer will not amend, modify or waive any term or provision of the Commitment Letter or waive any of its rights thereunder, in any event so as to make it less likely that the condition set forth in Section 7.3(d) hereof will be satisfied." B. Section 5.17 of the Stock Purchase Agreement is amended to be and read in its entirety as follows: "On or prior to the Closing Date, Seller shall provide in a manner reasonably satisfactory to Buyer for the payment by Seller and the Liquidating Trust to Buyer, the Company and its subsidiaries of the Excluded Liabilities (to the extent not previously paid) in a manner adequate to provide for the collection of the Excluded Liabilities, taking into account the assets and other liabilities of the Liquidating Trust (which in the case of the Excluded Liabilities arising pursuant to Section 5.14 and Section 6.1(b)(y)(ii)(B) shall include the provision for the payment thereof by means of an irrevocable letter of credit, a holdback of a portion of the Purchase Price, a first priority, perfected lien in collateral with adequate assurances as to value or comparable security or other comparable arrangements reasonably acceptable to Buyer; provided, however, that (i) such provision in the case of liabilities arising pursuant to Section 5.14 shall provide for the payment thereof in full, (ii) such provision shall neither limit the liability of Seller and the Liquidating Trust not otherwise limited by this Agreement nor shall such provision enlarge any liability of Seller and the Liquidating Trust otherwise limited by this Agreement or otherwise, and (iii) such provision shall be $67.5 million)." Section 5. Amendment to Tax Matters. A. Section 6.1(b) of the Stock Purchase Agreement is amended to be and read in its entirety as follows: "Seller and the Liquidating Trust shall, and hereby do, indemnify and hold Buyer, the Company and the Company's subsidiaries harmless against (x) the failure to be true in any material respect of any representations and statements of fact included in the Ruling Request, to the extent that they relate to the Seller or its subsidiaries, and (y) (i) Taxes of Seller or its subsidiaries or any reduction in losses, deductions, credits or similar items of tax benefit but excluding any reduction in the tax basis of assets ("Tax Benefits") of the Company or any of its subsidiaries arising from the transfer, as contemplated by Section 3.16 hereof, to the Company and its subsidiaries of assets and liabilities of Seller and certain of its subsidiaries and the stock of other subsidiaries of Seller and (ii) any Taxes of Seller or its subsidiaries or any reduction in Tax Benefits of the Company or its subsidiaries arising out of or relating to (A) the Toys Shares or the Toys Transaction, (B) the federal examination of the disposition during March and July of 1988 by Seller or certain of its subsidiaries of shares of Toys Common Stock in connection with the conversion or redemption of certain debentures, and (C) the sale or other disposition by Seller of any Toys Common Stock or stock or assets of the Seller or its subsidiaries subsequent to the Closing not acquired or owned subsequent to the Closing by Buyer, Company or Company's subsidiaries. Buyer and the Company shall, and hereby do, indemnify Seller and the Liquidating Trust harmless against any and all other Taxes imposed on the Seller, the Company, or any subsidiaries of the Company, whether or not such Taxes arose prior or subsequent to the Closing, except Taxes imposed upon Seller or subsidiaries of Seller subsequent to Closing that are attributable to any taxable period after the Closing Date. For purposes of this subsection, (x) the amount of any Tax indemnified pursuant hereto shall be equal to the excess of (A) the liability for Taxes of the entity (or group) liable for such Tax for any taxable period or periods affected by the relevant item, over (B) the liability for Taxes of such entity (or group) for such taxable period or periods calculated without regard to the item with respect to which the indemnification is made, and (y) the taxable period to which any Tax is deemed to be attributable will be determined by treating the period ending on the Closing Date as a separate taxable period for purposes of all Taxes." B. Section 6.1 of the Stock Purchase Agreement is amended to add a new subsection (g) which shall be and read in its entirety as follows: "(g) Seller agrees that if as the result of any audit adjustment made by any taxing authority with respect to any Taxes against which Buyer and the Company have indemnified Seller and the Liquidating Trust, Seller receives a Tax Benefit, then Seller or the Liquidating Trust shall pay to Buyer the amount of such Tax Benefit within 15 days of (i) the filing of a return in which such Tax Benefit is actually utilized to reduce any liability for Taxes, or (ii) the receipt of any refund of Taxes arising out of the application of such Tax Benefit." C. Section 6.2(a) of the Stock Purchase Agreement is amended to be and read in its entirety as follows: "Buyer shall have the right, at its own expense, to control any audit or examination by any Taxing Authority, to initiate any claim for refund or file any amended Tax Return, and to contest, resolve and defend against any assessment, notice of deficiency, or other adjustment or proposed adjustment of Taxes for all taxable periods of the Company and its subsidiaries; provided, however, that Seller (or the Liquidating Trust or any agent or successor thereof) shall have the exclusive right to contest, resolve or defend against any assessment, notice of deficiency, or other proposed adjustment of Taxes with respect to any liability for Tax for which Seller is liable pursuant to subsection 6.1(b) hereof, including the right to pay any such Tax to the relevant taxing authority and thereafter to pursue appropriate administrative or judicial action for a refund. No party shall have the right to agree to any assessment, deficiency, settlement, or other adjustment of Taxes that would adversely affect the interest of another party without such other party's written consent, which consent shall not be unreasonably withheld." Section 6. Amendment to Conditions to Consummation of the Stock Purchase. A. Section 7.2 of the Stock Purchase Agreement is amended as follows: (i) Seller hereby waives the condition set forth in Section 7.2(b), insofar as it relates to the representation and warranty set forth in Section 4.3. (ii) Seller hereby waives the condition set forth in Section 7.2(d). (iii) Seller hereby waives the condition set forth in Section 7.2(e). B. Section 7.3 of the Stock Purchase Agreement is amended as follows: (i) Buyer hereby waives the condition set forth in Section 7.3(a). (ii) Buyer hereby waives the condition set forth in Section 7.3(b), except insofar as it relates to the representations and warranties set forth in Sections 3.1, 3.2, 3.3, 3.15, 3.16, 3.17 and 3.19. (iii) Section 7.3(d) is amended to be and read as follows: "Buyer shall have available to it for draw the financing contemplated by the Commitment Letter, a copy of which has previously been provided to Seller, and all conditions to the obligations of the lenders thereunder shall have been satisfied or waived, substantially on the terms contemplated thereby; provided, however, that Buyer shall not be entitled to rely on this condition as grounds for not consummating the Stock Purchase if Buyer shall not have complied with Section 5.9(b) of the Stock Purchase Agreement." (iv) Section 7.3(e) is amended to be and read as follows: "Either (i) Seller shall have received the IRS Ruling in a form reasonably satisfactory to Buyer, to the effect that the Toys Transaction will not give rise to the recognition by Seller or its shareholders of a material amount of taxable income (an "Acceptable Ruling"), and the representations made by Seller and Toys in the request for such private letter ruling (and any supplements or amendments thereto) shall be true and correct in all material respects or (ii) in the event that the IRS Ruling has not been received by the Closing Date, Seller shall have covenanted pursuant to an agreement reasonably satisfactory to Buyer that it will not consummate the Toys Transaction or any other transaction involving the direct or indirect disposition of all or any portion of the Toys Shares (whether or not intended to be a tax-free reorganization with respect to Seller) within the taxable year of Seller in which the Closing occurs except with the consent of Buyer, or pursuant to an Acceptable Ruling; and" (v) Section 7.3(f) is amended to delete the text following the semicolon therein and to insert a period in place of such semicolon. Section 7. Amendment to Termination and Abandonment. A. Section 8.1(b) of the Stock Purchase Agreement is amended by deleting all text that follows "by Seller or Buyer at any time after January 31, 1995" and nothing shall be added in lieu thereof. B. Section 8.1(c) of the Stock Purchase Agreement is amended by deleting the entire text of Section 8.1(c) and nothing shall be added in lieu thereof. Section 8. Amendment to Entire Agreement; Assignment; Alternate Structure. Section 9.4 of the Stock Purchase Agreement is amended by adding the following at the end thereof: "Subject to the foregoing, as of the Closing, Buyer and any Designees may assign all of their respective rights and obligations under this Agreement to a newly formed entity ("Holding Company") owned by Buyer and other persons or entities in such manner and proportions that neither E.M. Warburg, Pincus & Co., Inc. nor any of its affiliates shall be treated as a single employer, within the meaning of Section 4001(b)(1) of ERISA, with Holding Company. Thereafter, all references in this Agreement to Buyer and the Designees, other than such references in Section 5.11 or this Section 9.4 shall be deemed to refer to Holding Company." Section 9. Amendment to Expenses. Section 9.10 of the Stock Purchase Agreement is amended to be and read in its entirety as follows: "Whether or not this Agreement and the transactions contemplated hereby are consummated, all costs and expenses (including legal fees and expenses) incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses. Notwithstanding the foregoing, if this Agreement is terminated pursuant to Section 8.1 following the occurrence of one of the following: (i) a material breach by Seller; (ii) the failure to be satisfied of any of the conditions which are set forth in Sections 7.3(b), (c) or (e)(ii); or (iii) the failure to be satisfied of the condition set forth in Section 7.2(f) by December 14, 1994, then, so long as Buyer is not in material breach of its obligations hereunder, Seller shall, promptly following such termination, reimburse Buyer for its reasonable, documented out-of-pocket expenses, paid, incurred or assumed, by or on behalf of Buyer or its affiliates (including, without limitation, fees and expenses of its advisors, financing sources, counsel and accountants) in connection with or relating to the transactions contemplated hereby, provided, however, that Buyer has not been previously reimbursed for such expenses and that the amount payable under this Section 9.10 shall not exceed $5.625 million. Section 10. No Further Amendment. Except as otherwise provided herein, the Stock Purchase Agreement shall remain unchanged and in full force and effect. Section 11. Effect of Amendment. From and after the execution of this Amendment by the parties hereto, any references to the Stock Purchase Agreement shall be deemed a reference to the Stock Purchase Agreement as amended hereby. Section 12. Governing Law. This Amendment shall be governed by, enforced under and construed in accordance with the laws of the State of New York, without giving effect to any choice or conflict of law provision or rule thereof. Section 13. Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Section 14. Descriptive Headings. The descriptive headings herein are inserted for convenience of reference only and shall in no way be construed to define, limit, describe, explain, modify, amplify, or add to the interpretation, construction or meaning of any provision of, or scope or intent of, this Amendment or the Stock Purchase Agreement nor in any way affect this Amendment or the Stock Purchase Agreement. In Witness Whereof, each of the undersigned has caused this Amendment to be signed by its duly authorized officer as of the date first above written. Petrie Stores Corporation By: /S/ Allan Laufgraben Name: Allan Laufgraben Title: CEO--President WP Investors, Inc. By: /s/ Errol M. Cook Name: Errol M. Cook Title: Vice President EX-99 3 EXHIBIT 99.1 As of November 3, 1994 CONFIRMATION Reference is made to the Voting Agreement and Proxy, dated as of August 23, 1994, between WP Investors, Inc., a Delaware corporation (the "Buyer"), and Milton Petrie, the record and beneficial owner of 28,111,274 shares of common stock of Petrie Stores Corporation, a New York corporation (the "Seller"), as consented to and agreed by Toys "R" Us, Inc. ("Toys") (the "Voting Agreement") and to the Amendment to the Purchase Agreement (as such term is defined in the Voting Agreement) (the "Amendment") which the Buyer and the Seller are entering into concurrently herewith. In consideration of the premises and the agreements set forth herein and for other good and valuable consideration, receipt of which is hereby acknowledged, the undersigned hereby agree as follows: 1) that the "Transaction" as defined in the Voting Agreement shall include the transactions contemplated by the Purchase Agreement, as amended by the Amendment, 2) that all references to the Purchase Agreement in the Voting Agreement shall hereafter be deemed references to the Purchase Agreement as amended by the Amendment, and 3) that, except as otherwise provided herein, the Voting Agreement shall remain unchanged and in full force and effect. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first above written. WP INVESTORS, INC. By: /s/ Errol M. Cook Name: Errol M. Cook Title: Vice President MILTON PETRIE By: /s/ Bernard Petrie Bernard Petrie, as Attorney-in-Fact By: /s/ Joseph H. Flom Joseph H. Flom, as Attorney-in-Fact By: /s/ Jerome A. Manning Jerome A. Manning, as Attorney-in-Fact By: /s/ Albert Ratner Albert Ratner, as Attorney-in-Fact Consented and Agreed: TOYS "R" US, INC. By: /s/ Louis Lipschitz Name: Louis Lipschitz Title: Senior V.P. Finance and CFO EX-99 4 EXHIBIT 99.2 PETRIE STORES CORPORATION 70 ENTERPRISE AVENUE SECAUCUS, NJ 07094 (201) 866-3600 FOR IMMEDIATE RELEASE PETRIE STORES ANNUAL MEETING TO BE HELD DECEMBER 6, 1994; SHAREHOLDERS TO VOTE ON SALE OF RETAIL OPERATIONS Secaucus, New Jersey, November 3, 1994 -- Petrie Stores Corporation (NYSE: PST) announced today that the date of its Annual Meeting of Shareholders has been changed from December 1, 1994 to December 6, 1994 and that proxy materials relating to the meeting are being sent to its shareholders. The record date, October 31, 1994, for determining shareholders entitled to notice of and vote at the meeting, has not changed. At the Annual Meeting to be held on December 6, 1994, Petrie Stores' shareholders will vote on the sale of Petrie Stores' retail operations, the election of directors, and the ratification of auditors. An investor group led by E.M. Warburg, Pincus & Co., Inc. which is purchasing Petrie Stores' retail operations has today executed a bank commitment letter as described below. Subject to the conditions of the bank commitment letter being satisfied and other customary conditions, the closing of the sale of Petrie Stores' retail operations is expected to occur promptly following the December 6, 1994 Annual Meeting. Petrie Stores and Toys "R" Us, Inc. (NYSE: TOY) have agreed that Petrie Stores will adjourn the Annual Meeting after these votes and before voting on the proposed exchange with Toys "R" Us and the liquidation of Petrie Stores so that Petrie Stores' shareholders can be provided with the holiday season sales results of Toys "R" Us. Toys "R" Us anticipates issuing its customary holiday season press release on January 3, 1995, and Petrie Stores expects that the Annual Meeting will be reconvened, to on or about January 20, 1995, to vote on the exchange and liquidation. In April 1994, Petrie Stores announced that it entered into a definitive agreement with Toys "R" Us to exchange 39.9 million Toys "R" Us common shares and cash for newly issued Toys "R" Us common shares. Toys "R" Us will issue 36.6 million common shares plus common shares having the value of the cash transferred by Petrie Stores to Toys "R" Us. The transaction with Toys "R" Us is conditioned on the disposition of Petrie Stores' retail operations and on Petrie Stores receiving a ruling from the Internal Revenue Service that the transaction will be tax free to Petrie Stores, Toys "R" Us and Petrie Stores' shareholders. In August 1994, Petrie Stores announced that it entered into a definitive agreement to sell its retail operations to an investor group led by E.M. Warburg, Pincus & Co., Inc. (which includes Verna Gibson, former President of The Limited Stores, Inc., a division of the Limited, Inc., and members of senior management) for $190 million in cash, to be financed on an all equity basis. The agreement was amended today to provide, among other things, for the waiver of certain conditions to the respective obligations of each party to consummate the sale of the retail operations. As a result, Petrie Stores' obligations are no longer conditioned on the closing of the share exchange transaction with Toys "R" Us. The Warburg investor group has today executed a commitment letter with Chemical Bank and The Chase Manhattan Bank relating to a $250 million senior secured revolving credit facility for the purpose of financing the ongoing working capital needs of Petrie Stores' retail operations. This is neither an offer to sell, nor a solicitation of offers to purchase, any securities. Toys "R" Us common shares will be distributed only pursuant to an effective registration statement. Petrie Stores is one of the largest women's specialty retailing chains in the country -- with approximately 1700 stores throughout the United States, Puerto Rico, and the U.S. Virgin Islands. The trade names of its stores include Marianne, G&G, Rave, Jean Nicole, Winkleman's, Stuarts, and M.J. Carroll. # # # Contact: Mary Ann Dunnell (212) 484-6721 EX-99 5 EXHIBIT 99.3 PETRIE STORES CORPORATION NOTICE OF REDEMPTION AND EXPIRATION OF CONVERSION PRIVILEGE 8% CONVERTIBLE SUBORDINATED DEBENTURES DUE DECEMBER 15, 2010 (CUSIP NO. 716434 AC 9) REDEMPTION DATE: DECEMBER 12, 1994 CONVERSION PRIVILEGE EXPIRES: DECEMBER 12, 1994 NOTICE IS HEREBY GIVEN that Petrie Stores Corporation (the "Company") has elected to redeem and will redeem on December 12, 1994 (the "Redemption Date") all of its outstanding 8% Convertible Subordinated Debentures Due December 15, 2010 (the "Debentures") at a redemption price of $1,008 per $1,000 principal amount of Debentures, together with accrued and unpaid interest thereon of $39.3333 per $1,000 principal amount of Debentures from June 15, 1994 to, but not including, the Redemption Date, for a total redemption price of $1,047.3333 for each $1,000 principal amount of Debentures (the "Redemption Price"). The Debentures are convertible into shares of common stock, $1.00 par value, of the Company (the "Common Stock") at the conversion price and in the manner described below until the close of business (3:00 p.m. New York time) on the Redemption Date. No payment will be made for interest accrued and unpaid on Debentures surrendered for conversion on or prior to the Redemption Date. From and after the close of business (3:00 p.m. New York time) on the Redemption Date, Debentures shall no longer be deemed outstanding, notwithstanding that any Debentures shall not have been surrendered for cancellation, and all rights with respect to such Debentures, including accrual of interest, shall forthwith cease and terminate except the right of holders to receive, upon surrender of their certificates, payment of the Redemption Price. ALTERNATIVES AVAILABLE TO HOLDERS OF DEBENTURES 1. Conversion of Debentures into Common Stock: The Debentures are convertible until the close of business (3:00 p.m. New York time) on the Redemption Date into shares of Common Stock at the conversion price of $22.125 per share (equivalent to a conversion rate of approximately 45.1977 shares of Common Stock for each $1,000 principal amount of Debentures). No fractional share or scrip representing any fractional share of Common Stock will be issued upon conversion, but in lieu thereof, the Company will pay in cash an amount equal to the applicable fraction of the last reported sale price of the Common Stock, regular way, on the New York Stock Exchange or, in case no such reported sale takes place on such day, the average of the bid and asked prices, regular way, on the last trading day immediately preceding the day the Debentures are surrendered for conversion. The Common Stock is traded on the New York Stock Exchange under the symbol "PST." Holders of Debentures who are considering exercising their right to convert are encouraged to obtain copies of the available filings made by the Company under the Securities Exchange Act of 1934, as amended, copies of which can be reviewed at the offices of the Securities and Exchange Commission or the New York Stock Exchange, or obtained from Chemical Bank, successor by merger to Manufacturers Hanover Trust Company, as trustee (the "Conversion Agent"). ON NOVEMBER 9, 1994, THE CLOSING PRICE OF THE COMMON STOCK ON THE NEW YORK STOCK EXCHANGE COMPOSITE TAPE WAS $26.125 PER SHARE. BASED UPON CURRENT MARKET PRICES, THE MARKET VALUE OF THE COMPANY'S COMMON STOCK (AND CASH FOR ANY FRACTIONAL SHARE) INTO WHICH THE DEBENTURES ARE CONVERTIBLE IS GREATER THAN THE REDEMPTION PRICE OF THE DEBENTURES. SO LONG AS THE MARKET PRICE OF THE COMPANY'S COMMON STOCK REMAINS ABOVE APPROXIMATELY $23.17 PER SHARE, HOLDERS OF DEBENTURES WHO ELECT TO CONVERT WILL RECEIVE UPON CONVERSION COMMON STOCK (AND CASH FOR ANY FRACTIONAL SHARE) HAVING A CURRENT MARKET VALUE GREATER THAN THE REDEMPTION PRICE. HOLDERS OF DEBENTURES ARE URGED TO OBTAIN CURRENT MARKET QUOTATIONS FOR THE COMMON STOCK. THE DEADLINE FOR CONVERSION OF THE DEBENTURES IS THE CLOSE OF BUSINESS (3:00 P.M. NEW YORK TIME) ON THE REDEMPTION DATE. 2. Redemption of the Debentures on December 12, 1994: Any Debentures which have not been received by the Conversion Agent, or which have been received by the Conversion Agent with instructions to redeem such Debentures, by the close of business (3:00 p.m. New York time) on the Redemption Date, will be redeemed on the Redemption Date at the Redemption Price. From and after the close of business (3:00 p.m. New York time) on the Redemption Date, Debentures shall no longer be deemed outstanding, notwithstanding that any certificate therefor shall not have been surrendered for cancellation, and all rights with respect to Debentures, including accrual of interest, shall forthwith cease and terminate on the Redemption Date, except the right of holders to receive, upon surrender of their Debentures, payment of the Redemption Price. No payment will be made for interest accrued and unpaid on Debentures surrendered for conversion on or prior to the Redemption Date. DELIVERY OF DEBENTURES The Conversion Agent will act as paying and conversion agent for the purpose of receiving Debentures tendered for redemption or conversion. Delivery of Debentures to the Conversion Agent for either such purpose may be made as follows: If by Mail: Chemical Bank Debt Operations Department J.A.F. Building P.O. Box 2862 New York, New York 10116-2862 If by Hand: Chemical Bank Corporate Trust Securities Window Room 234, North Building 55 Water Street New York, New York THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING DEBENTURES, IS AT THE ELECTION AND RISK OF THE HOLDER. IF DELIVERY IS BY MAIL, IT IS RECOMMENDED THAT HOLDERS USE CERTIFIED OR REGISTERED MAIL, INSURED, RETURN RECEIPT REQUESTED. IN THE CASE OF CONVERSION OF DEBENTURES, SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY TO THE CONVERSION AGENT BY THE CLOSE OF BUSINESS (3:00 P.M. NEW YORK TIME) ON THE REDEMPTION DATE. SINCE IT IS THE TIME OF RECEIPT, NOT THE TIME OF MAILING, THAT DETERMINES WHETHER THE DEBENTURES HAVE BEEN PROPERLY TENDERED FOR CONVERSION, SUFFICIENT TIME SHOULD BE ALLOWED FOR DELIVERY. MANNER OF CONVERSION: TO CONVERT DEBENTURES INTO COMMON STOCK, THE HOLDER MUST SURRENDER THE DEBENTURES PRIOR TO THE CLOSE OF BUSINESS (3:00 P.M. NEW YORK TIME) ON THE REDEMPTION DATE, WHETHER BY HAND OR MAIL, TO THE CONVERSION AGENT AT ITS ADDRESS SET FORTH ABOVE. THE DEBENTURES MUST BE ACCOMPANIED BY WRITTEN NOTICE OF ELECTION TO CONVERT (WHICH MAY BE IN THE FORM OF THE LETTER OF TRANSMITTAL PROVIDED TO ALL HOLDERS OF THE DEBENTURES). IF THE NOTICE OF ELECTION IS SIGNED BY A PARTY OTHER THAN THE REGISTERED HOLDER OF THE DEBENTURES, SUCH DEBENTURES MUST ALSO BE ACCOMPANIED BY A WRITTEN INSTRUMENT OR INSTRUMENTS OF TRANSFER IN A FORM SATISFACTORY TO THE COMPANY. THE CONVERSION PRIVILEGE EXPIRES AT THE CLOSE OF BUSINESS (3:00 P.M. NEW YORK TIME) ON THE REDEMPTION DATE. THE DEBENTURES MAY BE CONVERTED INTO COMMON STOCK ONLY BY DELIVERY OF THE DEBENTURES TO THE CONVERSION AGENT AT ITS ADDRESS SET FORTH ABOVE PRIOR TO THE CLOSE OF BUSINESS (3:00 P.M. NEW YORK TIME) ON THE REDEMPTION DATE. ANY DEBENTURES WHICH HAVE NOT BEEN RECEIVED BY THE CONVERSION AGENT, OR WHICH HAVE BEEN RECEIVED BY THE CONVERSION AGENT WITH INSTRUCTIONS TO REDEEM SUCH DEBENTURES, BY THAT TIME WILL BE REDEEMED ON THE REDEMPTION DATE AT THE REDEMPTION PRICE. SINCE IT IS THE TIME OF RECEIPT, NOT THE TIME OF MAILING, THAT DETERMINES WHETHER THE DEBENTURES HAVE BEEN PROPERLY TENDERED FOR CONVERSION, SUFFICIENT TIME SHOULD BE ALLOWED FOR DELIVERY. MANNER OF REDEMPTION To receive the Redemption Price for any Debenture being redeemed, the holder thereof must surrender the Debenture to the Conversion Agent at its address set forth above. Debentures must be accompanied by written notice of election to redeem such Debentures (which may be in the form of the Letter of Transmittal provided to all registered holders of the Debentures). If the notice of election is signed by a party other than the registered holder of the Debentures, such Debentures must also be accompanied by a written instrument or instruments of transfer in a form satisfactory to the Company. CERTAIN FEDERAL INCOME TAX CONSEQUENCES The payment of the proceeds on redemption of the Debentures may be subject to U.S. information reporting and backup withholding at the rate of 31% unless such holder (a) comes within certain exempt categories and, when required, demonstrates that status or (b) provides a correct taxpayer identification number, certifies as to no loss of exemption from backup withholding and otherwise complies with applicable requirements of the backup withholding rules. A holder of Debentures that does not provide the Company with his correct taxpayer identification number may be subject to penalties imposed by the Internal Revenue Service. Any amount withheld under the backup withholding rules will be creditable against the holder's Federal income tax liability. Therefore, unless such an exemption exists and is proved in a manner satisfactory to the Company, each stockholder should complete and sign the Substitute Form W-9 included as part of the Letter of Transmittal, so as to provide the information and certification necessary to avoid backup withholding. EACH HOLDER IS URGED TO CONSULT HIS OR HER OWN TAX ADVISOR AS TO THE PARTICULAR TAX CONSEQUENCES OF CONVERSION OR REDEMPTION TO SUCH HOLDER, INCLUDING THE APPLICABILITY AND EFFECT OF FEDERAL, STATE, LOCAL AND OTHER TAX LAWS. STOCK TRANSFER POWERS; TRANSFER TAXES If a certificate evidencing shares of Common Stock or a check is to be issued in a name other than that of the registered owner of Debentures, the Debentures must be properly endorsed or be accompanied by appropriate stock powers properly executed by the registered holder(s) so that such endorsement or stock powers are signed exactly as the name(s) of the registered holder(s) appears(s) on the Debentures, and the signature(s) must be properly guaranteed by a bank, trust company, broker, dealer, credit union, savings association or other entity which is a member in good standing of the Securities Transfer Agent's Medallion Program. If certificates evidencing shares of Common Stock issued upon conversion are to be registered in the name of any person other than the registered holder, or if tendered Debentures are registered in the name of any person other than the person(s) signing the Letter of Transmittal, the amount of any stock transfer taxes (whether imposed on the registered holder or such person) payable on account of the transfer to such person shall be borne by the registered holder or such person and such amount shall be deducted from the Redemption Price (if arising in connection with the redemption of Debentures), and shares of Common Stock shall not be issued to such person (if arising in connection with the conversion of Debentures), unless in each case, satisfactory evidence of the payment of such taxes, or exemption therefrom, is submitted. GENERAL A copy of this Notice of Redemption and Expiration of Conversion Privilege and a form of Letter of Transmittal to accompany Debentures surrendered for redemption or tendered for conversion have been sent to all holders of record of the Debentures. Additional copies of such documents may be obtained from Chemical Bank at its addresses indicated at the top of the Letter of Transmittal. PETRIE STORES CORPORATION Dated: November 10, 1994 EX-99 6 EXHIBIT 99.4 PETRIE STORES CORPORATION 70 ENTERPRISE AVENUE SECAUCUS, NJ 07094 (201) 866-3600 FOR IMMEDIATE RELEASE PETRIE STORES REDEEMING $125 MILLION CONVERTIBLE DEBT Secaucus, New Jersey, November 10, 1994 -- Petrie Stores Corporation (NYSE:PST) announced today that it is calling for redemption on December 12, 1994 all of its outstanding 8% Convertible Subordinated Debentures due December 15, 2010 (the "Debentures") at a redemption price of $1,008 per $1,000 principal amount of Debentures, together with accrued and unpaid interest thereon of $39.333 per $1,000 principal amount of Debentures, from June 15, 1994 to December 12, 1994. The holders of the Debentures have the right to convert the Debentures into approximately 45.1977 shares of Petrie Stores Common Stock for each $1,000 principal amount of Debentures and such right expires at 5:00 P.M. New York time on December 12, 1994. Holders of the Debentures must surrender the Debentures to Chemical Bank, New York, for conversion or redemption. Petrie Stores is one of the largest women's specialty of chains in the country -- with approximately 1700 stores throughout the United States, Puerto Rico, and the U.S. Virgin Islands. The trade names of its stores include Marianne, G&G, Rave, Jean Nicole, Winkelman's, Stuarts, and M.J. Carroll. # # # Contact: Mary Ann Dunnell (212) 484-6721 EX-99 7 EXHIBIT 99.5 PETRIE STORES CORPORATION 70 ENTERPRISE AVENUE SECAUCUS, NEW JERSEY 07094 (201) 866-3600 FOR IMMEDIATE RELEASE PETRIE STORES AND TOYS "R" US RECEIVE FAVORABLE INTERNAL REVENUE SERVICE RULING Secaucus, New Jersey, November 17, 1994 -- Petrie Stores Corporation (NYSE: PST) announced today that it and Toys "R" Us, Inc. (NYSE: TOY) had received a favorable ruling from the Internal Revenue Service holding that the proposed exchange by Petrie of approximately 39.9 million shares of Toys "R" Us Common Stock and cash for shares of Toys "R" Us Common Stock and the distribution by Petrie of such shares to Petrie shareholders upon the liquidation of Petrie will qualify as a tax-free reorganization under the Internal Revenue Code. The IRS ruling confirms that neither Petrie nor Toys "R" Us will recognize any gain on the exchange and that Petrie and its shareholders will not recognize a gain on the distribution of its Toys "R" Us shares in the subsequent liquidation of Petrie. In addition, Petrie shareholders will not recognize any income with respect to any shares of Toys "R" Us placed into a liquidating trust to secure Petrie's contingent liabilities. As previously announced, Petrie shareholders will vote on the disposition of the company's retail operations at the Annual Meeting of Shareholders to be held on December 6, 1994. Thereafter, the annual meeting will be adjourned, and Petrie shareholders will vote on the exchange of shares with Toys "R" Us and the liquidation of Petrie when the annual meeting is reconvened on or about January 20, 1995. This is neither an offer to sell, nor a solicitation of offers to purchase, any securities. Toys "R" Us common shares will be distributed only pursuant to an effective registration statement. Petrie Stores is one of the largest women's specialty retailing chains in the country - - with approximately 1700 stores throughout the United States, Puerto Rico, and the U.S. Virgin Islands. The trade names of its stores include Marianne, G&G, Rave, Jean Nicole, Winkleman's, Stuarts, and M.J. Carroll. -----END PRIVACY-ENHANCED MESSAGE-----