As filed with the Securities and Exchange Commission on May 22, 2002
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TOYS "R" US, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware 22-3260693
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification Number)
461 From Road
Paramus, New Jersey 07652
(201) 262-7800
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
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Louis Lipschitz
Executive Vice President and Chief Financial Officer
Toys "R" Us, Inc.
461 From Road
Paramus, New Jersey 07652
(201) 262-7800
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
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Copies to:
Glenn M. Reiter, Esq. Abigail Arms, Esq.
Simpson Thacher & Bartlett Shearman & Sterling
425 Lexington Avenue 599 Lexington Avenue
New York, New York 10017-3954 New York, New York 10022-6069
(212) 455-2000 (212) 848-4000
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Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. /__/
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /__/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. /X/ ____
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. /__/ _____
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. /__/
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CALCULATION OF REGISTRATION FEE
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Proposed Maximum Proposed Maximum Amount of
Title of Each Class of Amount to Be Aggregate Price Per Aggregate Offering Registration
Securities to Be Registered Registered Unit Price Fee
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Common Stock, par value $.10 per share..... 1,725,000 shares $17.65 $30,446,250 (2) $3,115.81
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Rights to purchase Common Stock (1)........ -- -- -- --
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(1) Each share of common stock to be registered hereby includes one right.
Prior to the occurrence of certain events, the rights will not be
exercisable or evidenced separately from the shares of common stock. Value
attributable to these rights, if any, is reflected in the market price of
the common stock, and the rights are issued for no additional
consideration. Accordingly, there is no offering price for the rights, and
no registration fee is required.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(o) under the Securities Act of 1933.
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The Registrant hereby amends this Registration Statement on such date
or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that the Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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EXPLANATORY NOTE
This registration statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended ("Rule 462(b)"), and includes the
registration statement facing page, this page, the signature page, an exhibit
index and an accountant's consent. Pursuant to Rule 462(b), the contents of the
registration statement on Form S-3 (File No. 333-84258) of Toys "R" Us, Inc.,
including the exhibits thereto and each of the documents incorporated by
reference therein, are incorporated by reference in this registration statement.
ii
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Toys "R"
Us, Inc. certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this Registration
Statement (this "Registration Statement") to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Paramus, State of New
Jersey, on this 22nd day of May, 2002.
TOYS "R" US, INC.
By: *
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John H. Eyler, Jr.
Chairman, Chief Executive Officer
and President
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Signature Title Date
* Chairman, Chief Executive Officer and President May 22, 2002
------------------------------------- (Principal Executive Officer)
John H. Eyler, Jr.
/s/ Louis Lipschitz Executive Vice-President and Chief Financial
------------------------------------- Officer (Principal Financial Officer) May 22, 2002
Louis Lipschitz
* Senior Vice President and Corporate Controller May 22, 2002
------------------------------------- (Principal Accounting Officer)
Dorvin D. Lively
* Director, Chairman Emeritus May 22, 2002
-------------------------------------
Charles Lazarus
* Director May 22, 2002
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RoAnn Costin
* Director May 22, 2002
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Roger Farah
* Director May 22, 2002
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Peter A. Georgescu
II-2
Signature Title Date
* Director May 22, 2002
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Michael Goldstein
* Director May 22, 2002
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Calvin Hill
* Director May 22, 2002
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Nancy Karch
* Director May 22, 2002
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Shirley Strum Kenny
* Director May 22, 2002
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Norman S. Matthews
* Director May 22, 2002
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Arthur B. Newman
* Signed by Louis Lipschitz as attorney-in-fact.
II-3
EXHIBIT INDEX
Exhibit
No. Description
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1.1 Underwriting Agreement (filed as Exhibit 1.1 to the Registrant's
Registration Statement on Form S-3 (File No. 333-84258) and
incorporated herein by reference).
4.1 Restated Certificate of Incorporation of the Registrant (filed as
Exhibit 3.1 of Form 8-B filed on January 3, 1996 and incorporated
herein by reference).
4.2 Amended and Restated By-Laws of the Registrant (filed as Exhibit 3.2 to
the Registrant's Form 8-B filed on January 3, 1996 and incorporated
herein by reference). An amendment dated March 11, 1997 to Amended and
Restated By-Laws of the Registrant (filed as Exhibit 3B to the
Registrant's Annual Report on Form 10-K for the year ended February 1,
1997 and incorporated herein by reference).
4.3 Form of Common Stock Certificate.
4.4 Amended and Restated Rights Agreement, dated as of April 16, 1999, by
and between the Registrant and American Stock Transfer & Trust Company
(filed as Exhibit 1 to the Registrant's Current Report on Form 8-K
dated April 16, 1999 and incorporated herein by reference). The Rights
Agreement includes the form of Rights Certificate (as Exhibit A
thereto) and the Summary of Rights to Purchase Common Stock (as Exhibit
B thereto).
4.5 Form of Rights (included in Exhibit 4.4).
4.6 Form of Indenture dated as of January 1, 1987 between the Registrant
and United Jersey Bank, as trustee, pursuant to which securities in one
or more series in an unlimited amount may be issued by the Registrant
(filed as Exhibit 4(a) to the Registrant's Registration Statement on
Form S-3 No. 33-11461 filed on January 22, 1987 and incorporated herein
by reference).
4.7 Form of Indenture between the Registrant and United Jersey Bank, as
trustee, pursuant to which securities in one or more series up to
$300,000,000 in principal amount may be issued by the Registrant (filed
as Exhibit 4 to the Registrant's Registration Statement on Form S-3 No.
33-42237 filed on August 31, 1991 and incorporated herein by
reference).
4.8 Form of Registrant's 8 3/4% Debentures due 2021 (filed as Exhibit 4 to
the Registrant's Current Report on Form 8-K dated August 29, 1991 and
incorporated herein by reference).
4.9 Indenture, dated July 24, 2001, between the Registrant and The Bank of
New York, as trustee (filed as Exhibit 4.1 to the Registrant's
Registration Statement on Form S-4, No. 333-73800 filed on November 20,
2001 and incorporated herein by reference).
4.10 Form of Registrant's 6.875% Notes due 2006 and form of Registrant's
7.25% Notes due 2011 (filed as Exhibit 4.1 to the Registrant's
Registration Statement on Form S-4, No. 333-73800 filed on November 20,
2001 and incorporated herein by reference).
4.11 Form of Purchase Contract Agreement to be entered into between the
Registrant and The Bank of New York, as purchase contract agent (filed
as Exhibit 4.11 to the Registrant's Registration Statement on Form S-3,
No. 333-84254 filed on May 13, 2002 and incorporated herein by
reference).
4.12 Form of Registrant's Equity Security Units (included in Exhibit 4.11).
4.13 Form of Indenture to be entered into between the Registrant and The
Bank of New York, as trustee (filed as Exhibit 4.13 to the Registrant's
Registration Statement on Form S-3, No. 333-84254 filed on May 13, 2002
and incorporated herein by reference).
4.14 Form of First Supplemental Indenture relating to the Senior Notes to be
issued in connection with the Registrant's Equity Security Units to be
entered into between the Registrant and The Bank of New York, as
trustee (filed as Exhibit 4.14 to the Registrant's Registration
Statement on Form S-3, No. 333-84254 filed on May 13, 2002 and
incorporated herein by reference).
4.15 Form of Registrant's Senior Note to be issued in connection with
Registrant's Equity Security Units (included in Exhibit 4.14).
4.16 Form of Pledge Agreement to be entered into among the Registrant,
JPMorgan Chase Bank, as collateral agent and securities intermediary
and The Bank of New York, as purchase contract agent (filed as Exhibit
4.16 to the Registrant's Registration Statement on Form S-3, No.
333-84254 filed on May 13, 2002 and incorporated herein by reference).
4.17 Five-Year Credit Agreement, dated as of September 19, 2001, among the
Registrant, the lenders party thereto, The Bank of New York, as
Administrative Agent, Citibank, N.A., and JPMorgan Chase Bank, as
Co-Syndication Agents, and Credit Suisse First Boston, First Union
National Bank, The Dai-Ichi Kangyo Bank, Ltd. and Societe Generale, as
Co-Documentation Agents, and BNY Capital Markets, Inc., as Lead
Arranger and Book Manager (filed as Exhibit 4(vi) to the Registrant's
Annual Report on Form 10-K for the year ended February 2, 2002 and
incorporated herein by reference).
4.18 364-Day Credit Agreement, dated as of September 19, 2001, among the
Registrant, the lenders party thereto, The Bank of New York, as
Administrative Agent, Citibank, N.A., and JPMorgan Chase Bank, as
Co-Syndication Agents, and Credit Suisse First Boston, First Union
National Bank, The Dai-Ichi Kangyo Bank, Ltd. and Societe Generale, as
Co-Documentation Agents, and BNY Capital Markets, Inc., as Lead
Arranger and Book Manager (filed as Exhibit 4(vii) to the Registrant's
Annual Report on Form 10-K for the year ended February 2, 2002 and
incorporated herein by reference).
4.19 Lease Agreement dated as of September 26, 2001 between First Union
Development Corporation as Lessor and the Registrant, as Lessee (filed
as Exhibit 4(viii) to the Registrant's Annual Report on Form 10-K for
the year ended February 2, 2002 and incorporated herein by reference).
4.20 Participation Agreement dated as of September 26, 2001 among the
Registrant, as the Construction Agent and as the Lessee, First Union
Development Corporation, as the Borrower and as the Lessor, the various
financial institutions and other institutional investors which are
parties thereto from time to time, as the Tranche A Note Purchasers,
the various banks and other lending institutions which are parties
thereto from time to time, as the Tranche B Lenders, the various banks
and other lending institutions which are parties thereto from time to
time, as the Cash Collateral Lenders, and First Union National Bank, as
the Agent for the Primary Financing Parties and, respecting the
Security Documents, as agent for the Secured Parties and First Union
National Bank as Escrow Agent Lessee (filed as Exhibit 4(ix) to the
Registrant's Annual Report on Form 10-K for the year ended February 2,
2002 and incorporated herein by reference).
5.1 Opinion and consent of Simpson Thacher & Bartlett (filed as Exhibit 5.1
to the Registrant's Registration Statement on Form S-3 (File No.
333-84254) and incorporated herein by reference).
23.1 Consent of Simpson Thacher & Bartlett (included in Exhibit 5.1).
23.2+ Consent of Ernst & Young LLP.
24.1 Powers of attorney (filed as Exhibit 24.1 to the Registrant's
Registration Statement on Form S-3 (File No. 333-84254) and
incorporated herein by reference).
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+ Filed herewith.