UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )
Toys R Us Inc.
(Name of Issuer)
Common Stock, par value $.1 (See Note 1)
(Title of Class of Securities)
892335100
(CUSIP Number)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Franklin Resources, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,290,485 (See Note 1)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%
12. TYPE OF REPORTING PERSON
HC (See Item 4)
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles B. Johnson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,290,485 (See Note 1)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%
12. TYPE OF REPORTING PERSON
HC (See Item 4)
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rupert H. Johnson, Jr.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b) X
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5. SOLE VOTING POWER
(See Item 4)
6. SHARED VOTING POWER
(See Item 4)
7. SOLE DISPOSITIVE POWER
(See Item 4)
8. SHARED DISPOSITIVE POWER
(See Item 4)
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,290,485 (See Note 1)
10. CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.7%
12. TYPE OF REPORTING PERSON
HC (See Item 4)
Item 1.
(a) Name of Issuer:
Toys R Us Inc.
(b) Address of Issuer's Principal Executive Offices:
461 From Road
Paramus, NJ 07652
Item 2.
(a) Name of Person Filing:
(i): Franklin Resources, Inc.
(ii): Charles B. Johnson
(iii): Rupert H. Johnson, Jr.
(b) Address of Principal Business Office:
(i), (ii), and (iii):
One Franklin Parkway
San Mateo, CA 94403-1906
(c) Place of Organization or Citizenship:
(i): Delaware
(ii) and (iii): USA
(d) Title of Class of Securities:
Common Stock, par value $.1(See Note 1)
(e) CUSIP Number:
892335100
Item 3. The persons filing this Schedule 13G are:
(i) Franklin Resources, Inc.
(g) Parent Holding Company
(ii) Charles B. Johnson
(g) Principal Shareholder of Parent Holding Company
(iii)Rupert H. Johnson, Jr.
(g) Principal Shareholder of Parent Holding Company
Item 4. Ownership
The securities reported on herein are beneficially owned by one or more open or
closed-end investment companies or other managed accounts which are advised by
direct and indirect investment advisory subsidiaries (the "Adviser
Subsidiaries") of Franklin Resources, Inc. ("FRI"). Such advisory contracts
grant to such Adviser Subsidiaries all investment and/or voting power over the
securities owned by such advisory clients. Therefore, such Adviser Subsidiaries
may be deemed to be, for purposes of Rule 13d-3 under the Securities Exchange
Act of 1934, the beneficial owner of the securities covered by this statement.
Beneficial ownership by investment advisory subsidiaries and other affiliates of
FRI is being reported in conformity with the guidelines articulated by the SEC
staff in Release No. 34-39538 (January 12, 1998) relating to organizations, such
as FRI, where related entities exercise voting and investment powers over the
securities being reported independently from each other. The voting and
investment powers held by Franklin Mutual Advisers, LLC (FMA), formerly Franklin
Mutual Advisers, Inc., an indirect wholly owned investment advisory subsidiary
of FRI, are exercised independently from FRI and from all other investment
advisor subsidiaries of FRI (FRI, its affiliates and investment advisor
subsidiaries other than FMA are collectively referred to herein as FRI
affiliates). Furthermore, FMA and FRI internal policies and procedures establish
informational barriers that prevent the flow between FMA and the FRI affiliates
of information that relates to the voting and investment powers over the
securities owned by their respective advisory clients. Consequently, FMA and the
FRI affiliates are each reporting the securities over which they hold investment
and voting power separately from each other.
Charles B. Johnson and Rupert H. Johnson, Jr. (the "Principal Shareholders")
each own in excess of 10% of the outstanding Common Stock of FRI and are the
principal shareholders of FRI. FRI and the Principal Shareholders may be deemed
to be, for purposes of Rule 13d-3 under the 1934 Act, the beneficial owner of
securities held by persons and entities advised by FRI subsidiaries. FRI, the
Principal Shareholders and each of the Adviser Subsidiaries disclaim any
economic interest or beneficial ownership in any of the securities covered by
this statement.
FRI, the Principal Shareholders, and each of the Adviser Subsidiaries are of the
view that they are not acting as a "group" for purposes of Section 13(d) under
the 1934 Act and that they are not otherwise required to attribute to each other
the "beneficial ownership" of securities held by any of them or by any persons
or entities advised by FRI subsidiaries.
(a) Amount Beneficially Owned:
14,290,485 (See Note 1)
(b) Percent of Class:
6.7%
(c) Number of Shares as to which such person has:
(i) Sole power to vote or to direct the vote
Franklin Resources, Inc.: 0
Charles B. Johnson: 0
Rupert H. Johnson, Jr.: 0
Templeton Global Advisors Limited: 9,452,023
Franklin Advisory Services, LLC: 2,769,300
Franklin Advisers, Inc.: 1,130,077
Templeton Investment Counsel, LCC: 411,800
Fiduciary Trust Company International: 397,718
Franklin Private Client Group, Inc.: 0
Templeton Asset Management, LTD: 36,400
Templeton/Franklin Investment Services, Inc.: 11,049
(ii) Shared power to vote or to direct the vote
(iii) Sole power to dispose or to direct the disposition of
Franklin Resources, Inc.: 0
Charles B. Johnson: 0
Rupert H. Johnson, Jr.: 0
Templeton Global Advisors Limited: 9,453,973
Franklin Advisory Services, LLC: 2,769,300
Franklin Advisers, Inc.: 1,130,077
Templeton Investment Counsel, LCC: 411,800
Fiduciary Trust Company International: 397,718
Franklin Private Client Group, Inc.: 80,168
Templeton Asset Management, LTD: 36,400
Templeton/Franklin Investment Services, Inc.: 11,049
(iv) Shared power to dispose or to direct the disposition of
Item 5. Ownership of Five Percent or Less of a Class If this statement is being
filed to report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five percent of the class of
securities, check the following [ ].
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person
The clients of the Adviser Subsidiaries, including investment companies
registered under the Investment Company Act of 1940 and other managed accounts,
have the right to receive dividends from as well as the proceeds from the sale
of such securities reported on in this statement.
Item 7. Identification and Classification of the Subsidiary Which Acquired the
Security Being Reported on By the Parent Holding Company
Templeton Global Advisors Limited 3(e)
Franklin Advisory Services, LLC 3(e)
Franklin Advisers, Inc. 3(e)
Templeton Investment Counsel, LCC 3(e)
Fiduciary Trust Company International 3(e)
Franklin Private Client Group, Inc. 3(e)
Templeton Asset Management, LTD 3(e)
Templeton/Franklin Investment Services, Inc. 3(e)
Item 8. Identification and Classification of Members of the Group
Not Applicable
Item 9. Notice of Dissolution of Group
Not Applicable
Item 10. Certification
By signing below, we certify that, to the best of our knowledge and belief, the
securities referred to above were acquired in the ordinary course of business
and were not acquired for the purpose of and do not have the effect of changing
or influencing the control of the issuer of such securities and were not
acquired in connection with or as a participant in any transaction having such
purposes or effect.
This report shall not be construed as an admission by the persons filing the
report that they are the beneficial owner of any securities covered by this
report.
After reasonable inquiry and to the best of our knowledge and belief, we certify
that the information set forth in this statement is true, complete and correct.
February 12, 2003
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
S\LESLIE M. KRATTER
By: Leslie M. Kratter
Senior Vice President & Secretary, Franklin Resources, Inc.
Attorney in Fact for Charles B. Johnson pursuant to Power of Attorney attached
to this Schedule 13G
Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney
attached to this Schedule 13G
Note 1: Includes 1,555,517 common shares that would result upon the conversion
of 554,885 Convertible Preferred Units (as computed under Rule 13(d)-3(1)(i)).
JOINT FILING AGREEMENT
In accordance with Rule 13d-1 (f)(1) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agrees to the joint filing with each other of
the attached statement on Schedule 13G and to all amendments to such statement
and that such statement and all amendments to such statement is made on behalf
of each of them.
IN WITNESS WHEREOF, the undersigned hereby execute this agreement on February
12, 2003.
Franklin Resources, Inc.
Charles B. Johnson
Rupert H. Johnson, Jr.
S\LESLIE M. KRATTER
By: Leslie M. Kratter
Senior Vice President & Secretary, Franklin Resources, Inc.
Attorney in Fact for Charles B. Johnson pursuant to Power of Attorney attached
to this Schedule 13G
Attorney in Fact for Rupert H. Johnson, Jr. pursuant to Power of Attorney
attached to this Schedule 13G
POWER OF ATTORNEY
CHARLES B. JOHNSON hereby appoints LESLIE M. KRATTER his true and lawful
attorney-in-fact and agent to execute and file with the Securities and Exchange
Commission any Schedule 13G, any amendments thereto or any related documentation
which may be required to be filed in his individual capacity as a result of his
position as an officer, director or shareholder of Franklin Resources, Inc. and,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing which he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, may
lawfully do or cause to be done by virtue hereof.
S\CHARLES B. JOHNSON
POWER OF ATTORNEY
RUPERT H. JOHNSON, JR. hereby appoints LESLIE M. KRATTER his true and lawful
attorney-in-fact and agent to execute and file with the Securities and Exchange
Commission any Schedule 13G, any amendments thereto or any related documentation
which may be required to be filed in his individual capacity as a result of his
position as an officer, director or shareholder of Franklin Resources, Inc. and,
granting unto said attorney-in-fact and agent, full power and authority to do
and perform each and every act and thing which he might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, may
lawfully do or cause to be done by virtue hereof.
S\RUPERT H. JOHNSON, JR.
CUSIP NO. 892335100 13G PAGE 1 OF 11
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