-----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, L5Aj6+YL8O6NjW2CHrMyv4cUxQdEcjUUlZ8nXC6noNbtzY4VHSf7CNp6jDlSOEjT 8PngG8ajzMQCjwza0Z+9VA== 0000950172-95-000094.txt : 19950616 0000950172-95-000094.hdr.sgml : 19950616 ACCESSION NUMBER: 0000950172-95-000094 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19950321 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: TOYS R US INC CENTRAL INDEX KEY: 0000051734 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOBBY, TOY & GAME SHOPS [5945] IRS NUMBER: 135159250 STATE OF INCORPORATION: DE FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-06674 FILM NUMBER: 95522192 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: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 362137966 STATE OF INCORPORATION: NY FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 70 ENTERPRISE AVE CITY: SECAUCUS STATE: NJ ZIP: 07094 BUSINESS PHONE: 2018663600X1480 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 20 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Amendment No. 20 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 16, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box: ___ |___| Check the following box if a fee is being paid with this statement: ___ |___| SCHEDULE 13D CUSIP NO. 892335-10-0 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS 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 15,901,868 NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY EACH 9 SOLE DISPOSITIVE POWER REPORTING 4,198,812 PERSON WITH 10 SHARED DISPOSITIVE POWER 11,703,056 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 15,901,868 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. 20 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: (a)-(c), (f) On February 7, 1995, H. Bartlett Brown and Stephanie R. Joseph were appointed Treasurer and Secretary, respectively, of Petrie. Carroll Petrie and Alan C. Greenberg resigned from the board of directors of Petrie on March 10, 1995 and March 15, 1995, respectively. Information as to each of the present executive officers and directors of Petrie is set forth in Schedule I hereto. Each such person is a citizen of the United States. (d) During the last five years, neither Petrie, nor, to the best of Petrie's knowledge, the Estate nor 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 Petrie nor, to the best of Petrie's knowledge, the Estate nor 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 4. Purpose of Transaction. Item 4 is hereby amended as follows: On March 6, 1995, the Board of Directors of Petrie approved an initial distribution (the "Distribution") of an aggregate of 26,174,552 Shares, or 0.5 of a Share for every share of Petrie Common Stock held, to holders of record of Petrie Common Stock at the close of business on March 16, 1995. On March 24, 1995, Petrie will mail certificates representing the Shares or credit Shares to shareholders' book transfer accounts. As previously disclosed, Petrie expects to make another distribution of the Shares sometime later this year as Petrie's contingent liabilities (the "Liabilities") are reduced. Prior to such distribution, Petrie intends to enter into a hedge arrangement pursuant to which it will hedge the value of its then remaining Shares, including the Shares in the Escrow Account and the Collateral Account. Sometime during the second half of Petrie's current fiscal year, but not later than January 24, 1996, Petrie will place its then remaining Shares in a liquidating trust and Petrie's shareholders will become holders of beneficial interests in the liquidating trust. Additional distributions of the Shares will be made from time to time to holders of beneficial interests in the liquidating trust to the extent that the Shares are not needed to satisfy the Liabilities. On March 17, 1995, the executors of the Estate approved a plan whereby the Estate will sell, from time to time within 120 days of March 17, 1995, up to approximately 8,000,000 of the Shares that it receives as a result of the Distribution, as necessary to pay federal and state estate taxes, debts and expenses and to partially fund bequests. Except as set forth herein, neither Petrie nor, to the best of Petrie's knowledge, the Estate nor any of the individuals named in Schedule I hereto, has any plans or proposals which relate to or would result in any of the actions or transactions specified in clauses (a) through (j) of Item 4 of Schedule 13D. Petrie and the Estate reserve the right to acquire or dispose of Shares, or to formulate other purposes, plans or proposals regarding the Shares and the Issuer to the extent deemed advisable in light of general investment policies, market conditions and other factors. Item 5. Interest in Securities of the Issuer. Item 5 is hereby amended as follows: (a) Following the Distribution, Petrie will hold 15,901,868 Shares, or 5.7 percent of the 279,789,866 Shares issued and outstanding on January 28, 1995, as reported to Petrie by the Issuer. The Estate will receive 14,055,637 Shares in the Distribution and will immediately use a portion of such Shares to cover all of the Estate's short positions. See Item 5(c). To the best of Petrie's knowledge, of the individuals named in Schedule I hereto, following the Distribution, Shares will be held by Ms. Gerstein (146,939 Shares), Ms. Roberts (30,685 Shares), Ms. Stern (91,045 Shares) and Mr. Tisch (500 Shares). (b) Except as set forth herein and in Amendment No. 19 to Petrie's Statement on Schedule 13D, filed with the Commission on January 30, 1995 and incorporated herein by reference, each of Petrie, and, to the best of Petrie's knowledge, the Estate and the individuals named in Schedule I hereto, has sole voting and dispositive power with respect to all Shares held thereby. (c) On March 3, 1995, March 10, 1995 and March 14, 1995, Petrie delivered 275,594, 100,000 and 100,000 additional Shares, respectively, into the Collateral Account, increasing the total number of Shares in the Collateral Account to 3,200,000 Shares. As more fully set forth in Schedule II hereto, between March 10, 1995 and March 20, 1995, the Estate, in order to raise cash to meet certain obligations, sold short in the open market a total of 3,194,000 Shares for total consideration of $77,256,575. The Estate plans to cover all of its short positions on or about March 24, 1995 with the Shares it receives in the Distribution. Except as set forth herein, neither Petrie nor, to best of Petrie's knowledge, the Estate nor any of the individuals named in Schedule I hereto, has engaged in any transactions in the Shares since the filing with the Commission on January 30, 1995 of Amendment No. 19 to Petrie's Statement on Schedule 13D. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Item 6 is hereby amended as follows: Petrie has agreed with the Issuer, pursuant to a letter agreement, dated as of January 24, 1995 (the "Side Letter Agreement"), that until such time as a hedge arrangement reasonably satisfactory to the Issuer is in place, it will retain 11,703,056 Shares. A copy of the Side Letter Agreement was previously filed as an exhibit to Amendment No. 19 to Petrie's Statement on Schedule 13D, filed with the Commission on January 30, 1995, and is incorporated herein by reference. 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 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 Petrie. Directors of Petrie are indicated with an asterisk. Present Principal Occupation or Employment and Name and Principal Business of Corporation Business Address in Which Employment is Conducted H. Bartlett Brown Treasurer of Petrie Joseph H. Flom* Partner, Skadden, Arps, Slate, Skadden, Arps, Slate, Meagher & Flom (law firm and Meagher & Flom counsel to Petrie) 919 Third Avenue New York, NY 10022 Hilda Kirschbaum Gerstein* President and Chief Executive Officer of Petrie Stephanie R. Joseph Secretary of Petrie Jean Roberts* Retired Dorothy Fink Stern* Retired Laurence A. Tisch* Chairman of the Board, Co-Chief CBS Inc. Executive Officer and a Director of 51 West 52nd Street Loews Corp. (diversified holding 35th Floor company); Chairman of the Board, New York, NY 10019 President and Chief Executive Officer of CBS Inc. (television network and broadcaster); Chief Executive Officer of CNA Financial Corp (an insurance and financial services company) Raymond S. Troubh* Financial Consultant 10 Rockefeller Plaza New York, NY 10020 SCHEDULE II Set forth below are the dates, the number of Shares and the price per Share for the Shares sold short in the open market by the Estate within the past 60 days. Transaction Number of Price Per Date Shares Share* March 10, 1995 184,300 $24.50 March 10, 1995 2,000 $24.38 March 10, 1995 1,050,500 $24.25 March 10, 1995 1,000 $24.13 March 10, 1995 125,500 $24.00 March 13, 1995 26,700 $24.25 March 13, 1995 247,100 $24.00 March 14, 1995 1,362,900 $24.00 March 17, 1995 100,000 $25.25 March 20, 1995 77,000 $25.25 March 20, 1995 17,000 $25.00 * Excluding commissions SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 21, 1995 PETRIE STORES CORPORATION By: /s/Hilda Kirschbaum Gerstein Name: Hilda Kirschbaum Gerstein Title: President and Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----