1. Name and Address of Reporting Person
Matthews, Norman S.
Toys R Us, Inc.
461 From Road
Paramus, NJ 07652-3526
2. Issuer Name and Ticker or Trading Symbol
Toys R Us, Inc. (TOY)
3. IRS or Social Security Number of Reporting Person (Voluntary)
4. Statement for Month/Year
02/2003
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
(X) Director ( ) 10% Owner
( ) Officer (give title below) ( ) Other (specify below)
7. Individual or Joint/Group Filing (Check Applicable Line)
(X) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
TABLE I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
+------------------------------+----------+----------+---------+--------------------------+--------------+-----------+------------+
|1. Title of Security |2. Trans- |2A.Execu- |3. Trans-|4. Securities Acquired (A)|5. Amount of |6. Owner- |7. Nature |
| | action | action | action| or Disposed of (D) |Securities | ship | of In- |
| | Date | Date | Code | |Beneficially | Form: | direct |
| | | | | |Owned | Direct | Bene- |
| | (Month/ | (Month/ | | |Following | (D) or | ficial |
| | Day/ | Day/ | +-----------+---+----------+ Year | Indirect| Owner- |
| | Year) | Year) | |Amount |A/D|Price | | (I) | ship |
+------------------------------+----------+----------+---------+-----------+---+----------+--------------+-----------+------------+
Common Stock 02/06/2002 A 1362 A $17.8000 D
Common Stock 05/09/2002 A 1751 A $16.9888 D
Common Stock 08/07/2002 A 1837 A $12.6562 29988 D
TABLE II -- Derivative Securities Acquired, Disposed of, or Beneficially Owned
+----------+--------+-------+-------+---------+-----------+---------------------+----------------+----------+-------+-------+------+
|1. |2. |3. |3A. |4. |5. |6. |7. |8. |9. |10. |11. |
| | | | | | | | | |Number |Owner- | |
| | | | | | | | | |of |ship | |
| | | | | | | | | |Deriv- |Form of| |
| | | | | | | |Title and Amount| |ative |Deriv- | |
| | | | | | | |of Underlying | |Secur- |ative |Nature|
| |Conver- |Trans- |Execu- | |Number of | |Securities | |ities |Secur- |of |
| |sion or |action |tion | |Derivative |Date Exercisable +-------+--------+ |Benefi-|ity: |In- |
| |Exercise|Date |Date | |Securities |and Expiration Date | |Amount | |cially |Direct |direct|
| |Price of| | |Transac- |Acquired(A)|(Month/Day/Year) | |or | |Owned |(D) or |Bene- |
|Title of |Deriv- |(Month/|(Month/|tion Code|Disposed(D)+----------+----------+ |Number |Price of | |In- |ficial|
|Derivative|ative |Day/ |Day/ | +-----+-----+Date Exer-|Expira- | |of |Derivative|at End |direct |Owner-|
|Security |Security|Year) |Year) | |(A) |(D) |cisable |tion Date |Title |Shares |Security |of Year|(I) |ship |
+----------+--------+-------+-------+---------+-----+-----+----------+----------+-------+--------+----------+-------+-------+------+
Stock $18.16 06/10/2 A 30000 06/10/2005 06/10/2012 Common 30000 $0.0000 30000 D
Option 002 Stock
(Right to
Buy)
Stock $20.34 11/02/2008 Common 11000 D
Option Stock
(Right to
Buy)
Stock $21.41 06/10/2009 Common 30000 D
Option Stock
(Right to
Buy)
Stock $23.44 12/06/2005 Common 10000 D
Option Stock
(Right to
Buy)
Stock $33.75 11/01/2006 Common 2500 D
Option Stock
(Right to
Buy)
Stock $34.72 11/03/2007 Common 11000 D
Option Stock
(Right to
Buy)
Explanation of Responses:
As a Non-Employee Director, I have elected to defer the receipt of a portion of
my director fees under the Toys "R" Us, Inc. Stock Unit Plan for Non-Employee
Directors. The Company has agreed to credit the value of such fees to a stock
account maintained by the Company in the form of Stock Units and use the funds
to purchase shares of the Company's Common Stock to be set aside for my eventual
benefit. The Stock Units generally have a one year vesting period and will be
settled by delivery of the Common Stock upon the earlier of my retirement, my
resignation, my death or the date to which I have elected to defer receipt
thereof. The shares of Common Stock underlying my Stock Units were acquired on
the open market at the price noted.
Grant of option to purchase shares of the Company's Common Stock under the Toys
"R" Us, Inc. Non-Employee Directors' Stock Option Plan. Subject to certain
conditions, one-third of the total number of shares covered by the option
becomes exercisable on a cumulative basis on each of the third, fourth and fifth
anniversaries of the date of the grant.
SIGNATURE OF REPORTING PERSON
/s/ Norman S. Matthews
DATE
03/14/2003