As filed with the Securities and Exchange Commission on May 28, 2002
File No. 333-84258
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT TO
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 (I.R.S. Employer Identification Number)
Incorporation or Organization)
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: Not
applicable.
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. |_|
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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EXPLANATORY NOTE
This post-effective amendment to the registration statement is being filed
pursuant to Rule 462(d) under the Securities Act of 1933, as amended, solely to
file the definitive versions of the agreements and other instruments, the forms
of which were previously filed. This post-effective amendment consists of the
registration statement facing page, this page, the signature page, an exhibit
index and such exhibits.
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
Post-Effective Amendment (this "Post-Effective Amendment") to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Paramus,
State of New Jersey, on this 28th 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
Post-Effective Amendment 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 28, 2002
--------------------------------- (Principal Executive Officer)
John H. Eyler, Jr.
/s/ Louis Lipschitz Executive Vice-President and Chief Financial
---------------------------------Officer (Principal Financial Officer) May 28, 2002
Louis Lipschitz
* Senior Vice President and Corporate Controller May 28, 2002
---------------------------------(Principal Accounting Officer)
Dorvin D. Lively
* Director, Chairman Emeritus May 28, 2002
---------------------------------
Charles Lazarus
* Director May 28, 2002
---------------------------------
RoAnn Costin
* Director May 28, 2002
---------------------------------
Roger Farah
* Director May 28, 2002
---------------------------------
Peter A. Georgescu
II-2
Signature Title Date
Director
* May 28, 2002
---------------------------------
Michael Goldstein
* Director May 28, 2002
---------------------------------
Calvin Hill
* Director May 28, 2002
---------------------------------
Nancy Karch
* Director May 28, 2002
---------------------------------
Shirley Strum Kenny
* Director May 28, 2002
---------------------------------
Norman S. Matthews
* Director May 28, 2002
---------------------------------
Arthur B. Newman
* Signed by Louis Lipschitz as attorney-in-fact.
II-3
EXHIBIT INDEX
Exhibit Description
No.
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1.1 Underwriting Agreement, dated May 21, 2002, between the Registrant
and the Underwriters listed therein relating to the Registrant's
Common Stock.
4.1 Purchase Contract Agreement dated as of May 28, 2002 between the
Registrant and The Bank of New York, as purchase contract agent
(filed as Exhibit 4.11 to the Post-Effective Amendment to the
Registrant's Registration Statement on Form S-3 (File No. 333-84254)
filed on May 28, 2002 and incorporated herein by reference).
4.2 Certificate representing the Registrant's Equity Security Units
(filed as Exhibit 4.12 to the Post-Effective Amendment to the
Registrant's Registration Statement on Form S-3 (File No. 333-84254)
filed on May 28, 2002 and incorporated herein by reference).
4.3 Indenture dated as of May 28, 2002 between the Registrant and The
Bank of New York, as trustee (filed as Exhibit 4.13 to the
Post-Effective Amendment to the Registrant's Registration Statement
on Form S-3 (File No. 333-84254) filed on May 28, 2002 and
incorporated herein by reference).
4.4 First Supplemental Indenture relating to the Senior Notes to be
issued in connection with the Registrant's Equity Security Units
dated as of May 28, 2002 between the Registrant and The Bank of New
York, as trustee (filed as Exhibit 4.14 to the Post-Effective
Amendment to the Registrant's Registration Statement on Form S-3
(File No. 333-84254) filed on May 28, 2002 and incorporated herein
by reference).
4.5 Certificate representing the Registrant's Senior Note issued in
connection with Registrant's Equity Security Units (filed as Exhibit
4.15 to the Post-Effective Amendment to the Registrant's
Registration Statement on Form S-3 (File No. 333-84254) filed on May
28, 2002 and incorporated herein by reference).
4.6 Pledge Agreement dated as of May 28, 2002 among the Registrant,
JPMorgan Chase Bank, as collateral agent, custodial agent and
securities intermediary, and The Bank of New York, as purchase
contract agent (filed as Exhibit 4.16 to the Post-Effective
Amendment to the Registrant's Registration Statement on Form S-3
(File No. 333-84254) filed on May 28, 2002 and incorporated herein
by reference).