UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) April 8, 2003
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TOYS "R" US, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-11609 22-3260693
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification Number)
461 From Road, Paramus, New Jersey 07652
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, including area code (201) 262-7800
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(Former name or former address, if changed since last report)
Item 5. Other Events
Toys "R" Us, Inc. (the "Company") has heretofore filed with
the Securities and Exchange Commission a Prospectus dated
April 2, 2003 and a Prospectus Supplement dated April 2,
2003 (Registration No. 333-103983) relating to the public
offering of $400,000,000 aggregate principal amount of its
7.875% Notes Due 2013 (the "Notes"). On April 8, 2003, the
Company completed the sale of the Notes to the underwriters
named in the Terms Agreement referred to below and received
net proceeds of approximately $390 million. The Notes are a
newly created series of debt securities issued under the
Indenture, dated as of May 28, 2002, between the Company and
The Bank of New York, as trustee. The purpose of this
Current Report on Form 8-K is to file with the Commission
the Underwriting Agreement dated April 2, 2003, between the
Company and the representatives of the underwriters, the
Terms Agreement dated April 2, 2003, between the Company and
the underwriters named therein and the form of 7.875% Note
Due 2013.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(c) Exhibits
1.1(a) Underwriting Agreement dated April 2, 2003.
1.1(b) Terms Agreement dated April 2, 2003.
4.2 Form of 7.875% Note Due 2013.
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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 hereunto duly authorized.
TOYS "R" US, INC.
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(Registrant)
DATE April 8, 2003 BY /s/ Louis Lipschitz
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Louis Lipschitz
Executive Vice President - Chief
Financial Officer
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EXHIBIT INDEX
Exhibit No. Description
1.1(a) Underwriting Agreement dated April 2, 2003.
1.1(b) Terms Agreement dated April 2, 2003.
4.2 Form of 7.875% Note Due 2013.
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