UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[X] Soliciting Material Pursuant to section 240.14a-12
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(Name of Registrant as Specified In Its Charter)
TOYS "R" US, INC.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the Form or Schedule and the date of its filing.
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1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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THIS FILING CONSISTS OF INFORMATION TO APPEAR ON INTRACOMPANY WEBSITE.
[Toys R Us logo]
Company Transaction Page
Quick Links
Memo from John Eyler
(en espanol)
Associate Fact Sheet
(en espanol)
Frequently Asked Questions
(en espanol)
Press Release
(en espanol)
HR Benefits Homepage
Smith Barney
(Stock Options)
On March 17, 2005, the Company announced that it had accepted an offer from an
investment group consisting of affiliates of Bain Capital Partners LLC,
Kohlberg Kravis Roberts & Co., and Vornado Realty Trust to acquire the entire
company. This includes all of our divisions: Toys"R"Us U.S., Toys"R"Us
International, Babies"R"Us, and Toysrus.com, as well as our Distribution
Centers and our 48% stake in Toys "R" Us Japan.
We realize that you have many questions, and we will do our best to address
your concerns and share information with you from time to time. We also have
created this site to house the materials and information about this
transaction; these will be updated periodically for your reference.
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Associate Relations Statement:
The March 17 announcement will not have an immediate effect on current
compensation, benefits, policies, or daily operations. Specifically the
Company will continue with the following compensation and benefit programs:
o The 2004 Management Merit Increase currently in process. The 2005
Merit process for hourly associates.
o Continued vesting of all stock options until the closing date of the
Company sale.
o Please note that when we begin our new health plan year in July,
there will be some minor changes to the current health benefits, as
is our normal business practice. This will be spelled out in detail
in the annual enrollment information you receive in May. The plan
that begins July 1 will remain in effect at least through the end of
the 2005 fiscal year. The part-time associate eligibility change
announced during the last annual enrollment will also take effect
July 1, 2005.
All associates should concentrate their efforts on serving our guests,
supporting each other, and maintaining strong relationships with the vendor
community. Any changes that may be made in the future will be addressed
through our existing communications vehicles. Personal or specific questions
should be discussed with your Store Director, Store Manager, direct
supervisor, or Human Resource representative/ District HR Manager.
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Frequently Asked Questions
In anticipation of your questions and concerns, we have created a list of
Frequently Asked Questions. The list is organized by topic. Click on the topic
below to see these questions and answers.
o Associate Relations - TRU Field and Stores
o Associate Relations - BRU Field and Stores
o Associate Relations - Distribution Centers
o Associate Relations - GSSC
o Benefits
o Compensation
o Stock Programs: Options/ Employee Purchase Plan/ Restricted Stock
o Company Transaction
o Other
If you have a question about your personal benefits or compensation, or any
other personal situation, please see your HR Representative. Click here for
your HR Representative's contact information.
TO: "R" Us Associates
FROM: John Eyler, Chairman and CEO
Subject: Announcement of our Agreement to Sell Toys "R" Us, Inc.
On March 17, we announced that we accepted an offer from an investment group
consisting of affiliates of Bain Capital Partners LLC, Kohlberg Kravis Roberts
& Co., and Vornado Realty Trust to acquire the entire company. This includes
all of our divisions: Toys"R"Us U.S., Toys"R"Us International, Babies"R"Us,
and Toysrus.com, as well as our Distribution Centers and our 48% stake in Toys
"R" Us Japan. We are confident that Bain, KKR, and Vornado share our belief
that there is significant value in the "R" Us brand and operations and that
all divisions have a good future.
You should know that this was a highly competitive process for the investors
that submitted bids for our company. We looked at many options including, as
you know, a possible sale of only the global toy business. Working with
outside experts who helped us analyze our business, the Board determined that
the transaction announced today is the best choice for our stockholders. The
Board also took into consideration the needs of employees and provided for
certain benefits following the transaction closing.
We anticipate that the sale will be completed in the 2nd quarter of our fiscal
year 2005. During that time, we will file information relating to the
transaction with the U.S. Securities and Exchange Commission for review. We
will also hold a meeting of our stockholders to seek their approval. Once we
have received these approvals and satisfied other conditions, the sale will be
completed and the entire company will become privately held by an investment
group consisting of affiliates of Bain Capital Partners LLC, Kohlberg Kravis
Roberts & Co., and Vornado Realty Trust. At that time, Toys "R" Us, Inc. will
no longer be publicly traded on the New York Stock Exchange. In the meantime,
all of our divisions will continue to operate together as normal.
If you have any questions, we encourage you to talk with your direct
supervisor. Please understand that many details of the transaction are still
being worked out and we may not have answers to all of your questions. The
press release and the "Important Facts" sheet included with this memo will
provide you with the facts we have right now. We will share new information
with you from time to time.
Thank you for your patience and support over the course of the last year. Your
hard work enabled us to weather a competitive business environment and to
conclude this strategic review. This outcome meets our goal of obtaining value
for our stockholders and also positions the company for future success. While
this has been a time of uncertainty for all of us, we are now ready to move
forward, complete this process, and begin a new chapter in the company's
history.
Important Facts
about the decision to sell Toys "R" Us, Inc.
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1. A decision has been made to sell the entire Company. The Company has
accepted a substantial offer from an investment group consisting of
affiliates of Bain Capital Partners LLC, Kohlberg Kravis Roberts & Co.
(KKR), and Vornado Realty Trust to purchase Toys "R" Us, Inc. This
includes all of our divisions: Toys"R"Us U.S., Toys"R"Us International,
Babies"R"Us, and Toysrus.com, as well as our Distribution Centers and our
48% stake in Toys "R" Us Japan.
2. This transaction accomplishes our goal successfully. The goal of the
strategic review was to enable our stockholders to realize the Company's
maximum value. We considered many options and hired outside experts to
help us analyze our business. We believe this transaction represents the
best solution for our stockholders and positions our business for future
success.
3. We believe all divisions will continue to thrive. We believe that there
is significant value in the "R" Us brand and its operations. The new
owners have asked us to communicate to you their strong belief in the
future of all of our businesses and are excited to work with us to unlock
that potential.
4. It's business as usual while we close this business transaction. We
anticipate that the sale will be completed in the 2nd quarter of our
fiscal year 2005. During that time, we will file information relating to
the transaction with the U.S. Securities and Exchange Commission for
review. We will also hold a meeting of our stockholders to seek their
approval. Once we have received these approvals and satisfy other
conditions, the transaction will be completed.
5. The Company will enter a new phase. Once the transaction is complete the
entire Company will become privately held by an investment group of
affiliates of Bain Capital Partners LLC, Kohlberg Kravis Roberts & Co.,
and Vornado Realty Trust. This means that Toys "R" Us, Inc. will no
longer be publicly traded on the New York Stock Exchange.
6. We've worked hard to protect your interests. We have made sure our key
benefits and Company policies will remain substantially unchanged through
January 2006. In the coming months, we'll be working with the new owners
to refine strategies. As they stated in the March 17 press release, the
Company's new investors look forward to realizing the full potential
value of the "R" Us brands and they look forward to building on the
Company's strengths to make our stores even better places to shop.
7. We must stay focused. Our customers are depending on us for an
exceptional shopping experience in all of our locations. We should all be
proud of our fourth quarter performance. So let's stay focused on our
current progress and strategies.
8. We'll share new information with you from time to time. You should know
that this agreement was only recently finalized. As we have in the past,
we will continue to share new information and decisions with you from
time to time. We know you have questions about what this transaction
means to you. For answers, please talk with your direct supervisor or
your HR representative. Additionally, Associates can visit the Company
Transaction Website or call the toll-free hotline at [*].
Announcement Day FAQs for Associates
What has been announced?
On March 17, 2005 the Board of Directors for Toys "R" Us, Inc. accepted an
offer from an investment group consisting of affiliates of Bain Capital
Partners LLC, Kohlberg Kravis Roberts & Co., and Vornado Realty Trust to
purchase the entire Toys "R" Us, Inc. enterprise for $6.6 billion plus the
assumption of debt.
This includes all of our divisions: Toys"R"Us U.S., Toys"R"Us International,
Babies"R"Us, and Toysrus.com, as well as our Distribution Centers and our 48%
stake in Toys"R"Us Japan.
When will the sale of Toys "R" Us, Inc. be final?
We anticipate that the sale will be completed in the 2nd quarter of our fiscal
year 2005. During this time, we will file information relating to the
transaction with the U.S. Securities and Exchange Commission (SEC) for its
review. We will also hold a meeting of our stockholders to seek their
approval. Once we have received these approvals, and satisfied other
conditions, the transaction will be completed.
Once the sale is completed, how will Toys "R" Us, Inc. change?
Once the transaction is completed, the entire company will become privately
held by an investment group of affiliates of Bain Capital Partners LLC,
Kohlberg Kravis Roberts & Co., and Vornado Realty Trust. This means that
Toys"R"Us, Inc. stock will no longer be publicly traded on the New York Stock
Exchange. For now, we will continue to do business as usual while we close
this business transaction.
Will jobs be eliminated?
We cannot determine at this time if any personnel changes will be made. The
current management team has made sure that our key benefits and Company
policies remain substantially unchanged through January 2006. As they stated
in the March 17 press release, the Company's new investors look forward to
realizing the full potential value of the "R" Us brands and they look forward
to building on the Company's strengths to make our stores even better places
to shop.
What is the Toys"R"Us severance policy?
The severance policy is available on the Intranet, under the heading
Department sites - HR Benefits. This policy has not been changed, and the
Buyers have agreed to maintain this policy through January 2006.
Will local Toys"R"Us or Babies"R"Us stores be closed?
There are no store closures planned at this time. However, stores are
routinely reviewed for appropriateness to the business, and if a change needs
to be made, we will announce it at such time.
What should we communicate to our Guests about this decision?
Our Guests may ask you questions about the future of the Company. It is
important that we help customers understand that we will continue to operate
our stores as usual. Our best response is always the truth: "The Company has
chosen this option to provide the best future for our business. All of our
stores are open, and we hope that you will rely on us for your toy and baby
needs in the future."
Why hasn't the Company been able to answer any questions until now?
You should know that this agreement was only recently finalized. As we have in
the past, we will continue to share new information and decisions with you
from time to time.
We know you have questions about what this transaction means to you. For
answers, please talk with your Store Director/ Manager, direct supervisor or
your HR Representative/District HR Manager. Additionally, you can review the
information on the Company Transaction webpage on the Company Intranet or call
the toll free phone number set up for associates.
How will you keep me informed of future news and decisions?
We are committed to keeping you as informed as possible using our normal
communications channels:
o Staff meetings in your department or store
o GSSC meetings and conference calls (as needed)
o The "R" News e-mail newsletter
o Updates to the Company intranet (available soon)
o A toll-free Associate Hotline
Our goal is to ensure that you are informed about the status of the
transaction and how it might affect you. You should also feel free to talk
with your Store Director/ Manager, direct supervisor HR
Representative/District HR Manager.
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Additional FAQs for "R" Us stores:
Is there any change to how customers can use gift cards, make returns, or
create a baby registry?
No, our store policies will remain the same.
Will my local store be closing?
There are no store closures planned at this time. However, stores are
routinely reviewed for appropriateness to the business. If a change needs to
be made, it will be announced at that time.
Is Toys"R"Us or Babies"R"Us going out of business?
No, the Company has entered into an agreement, whereby, an investment group
consisting of affiliates of Bain Capital Partners LLC, Kohlberg Kravis Roberts
& Co., and Vornado Realty Trust have agreed to purchase the Company.
If customers have questions you can't answer:
They should call Toys"R"Us Guest Services at 1-800-TOYRUS (1-800-869-7787) or
Babies"R"Us Guest Services at 1-888-BABYRUS. (1-888-222-9787)
If the Media contacts me/our store, how should I respond?
Please tell them to call the Toys "R" Us, Inc. Corporate Communications dept.
at 973-617-5900.
If you need more information about how to direct the media to call Corporate
Communications, please see our "Media Policy."
Associate Relations - Toys"R"Us Field and Stores
In the Associate Relations sections, you will find information
regarding job security, store closings, policies, and procedures.
Will jobs be eliminated?
We cannot determine at this time if any personnel changes will be made. The
current management team has made sure that our key benefits and company
policies will remain substantially unchanged through January 2006.
Will there be any closings of Stores, Distribution Centers, or Corporate
Office locations?
We cannot determine at this time if any facility closings will occur. However,
stores are routinely reviewed for appropriateness to the business, and if a
change needs to be made, we will announce it at such time. Should a closing
occur, our current severance policy will remain in effect through the end of
the 2005 fiscal year (January 2006).
Will there be a hiring freeze at any of the Store, DC or Corporate Office
locations?
We will continue to fill positions or freeze positions based on current
business needs.
Is Toys"R"Us or Babies"R"Us going out of business?
No, the Company has entered into an agreement, whereby, an investment group
consisting of affiliates of Bain Capital Partners LLC, Kohlberg Kravis Roberts
& Co., and Vornado Realty Trust have agreed to purchase the Company.
Will there be any changes to store organizational structure?
As we always have, we will continue to assess the store organizational
structure to ensure that it best meets the needs of the business.
What is the policy for both field and corporate office personnel transferring
between TRU and BRU going forward?
At the present time associates can transfer between BRU and TRU. Should this
policy change, we will inform our associates.
What is the Toys "R" Us, Inc. severance policy?
The severance policy is available on the Intranet, under the heading
Department sites - HR Benefits. This policy has not been changed, and the
buyers have agreed to maintain this policy through January 2006.
To view the severance policy applicable to your position, click on the
following links:
o Salaried Associates
o Hourly Associates
If the Media contacts me/our store, how should I respond?
Please tell them to call the Toys "R" Us, Inc. Corporate Communications dept.
at 973-617-5900.
How will you keep me informed of future news and decisions?
We are committed to keeping you as informed as possible using our normal
communications channels:
o Staff meetings in your department or store
o GSSC meetings and conference calls (as needed)
o The "R" News e-mail newsletter
o Updates to the company intranet (available soon)
o A toll-free Associate Hotline at [*]
Our goal is to ensure you are informed about the status of the transaction and
how it might affect you. You should also feel free to talk with your Store
Director/ Manager, direct supervisor, or HR Representative/District HR
Manager.
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Do you have any further questions or concerns that were not answered in the
above FAQs? If so, feel free to send an e-mail with your question. Click Here
to Send an E-mail
Please note, emails must be sent from a Toys "R" Us email account. If you do
not have a Toys "R" Us email account, please call the associate hotline, [*].
Do not send email inquires from personal accounts.
The Associate Hotline is open 24 hours a day, 7 days a week. Live operators
are available from 9:00 a.m. until 9:00 p.m. Eastern Time.
Stock Programs
We understand that you have many questions about the impact that the decision
to sell the Company may have on our current Stock Programs. At this time, we
have made program decisions only for the 2005 fiscal year (which ends
1/28/06). In the Stock Program FAQs, you'll find answers to questions about:
o Stock Options
o Restricted Stock
o Employee Stock Purchase Plan
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Will the trading blackout period be lifted soon?
Yes. We expect the blackout period to continue at least until the Company
files its proxy statement with the SEC, which we expect to be late-April 2005.
As soon as possible, we will inform all Associates who are affected of the
date that the blackout will be lifted.
What will happen to my stock options?
All current vesting schedules will remain as they are until the sale of the
Company is finalized. On the closing date of the Company sale, all of your
unvested stock options will be automatically vested. At that time, any stock
options you have not exercised prior to the sale's closing date will be paid
out to you in cash, as described below.
No action is needed on your part to receive the merger consideration. You will
automatically receive the cash payment following the closing of the Company
sale. The cash payment you receive will be equal to $26.75 per share, less the
exercise price of the option, multiplied by the number of options you have.
Please note that taxes will be withheld, reducing the cash payment that you
will receive. For a summary of your stock options, please call Smith Barney at
[*]. More information about how this process will be handled will be provided
to you as it becomes available.
How do I exercise my vested stock options prior to the closing of the Company
sale?
Unless you are subject to a blackout, you may exercise any vested options you
have up until the Company sale closing date by calling Smith Barney at [*].
You are encouraged to contact Smith Barney in advance to file a W-9 in order
to avoid higher withholding tax amount.
What will happen to my restricted stock?
All of your unvested restricted stock vests on the Company sale closing date.
The value of this stock, $26.75 per share, less the amount withheld for taxes,
will be paid in cash following the Company sale closing.
Will there be a brokerage charge when stock is "cashed in" at the time of the
closing transaction?
Employee Stock Purchase Plan participants: The Employee Stock Purchase Plan
has been terminated and no additional purchases will be made under this plan.
Sale of TOY shares PRIOR TO the closing of the Company sale will result in
normal commission fees from Smith Barney. However, the cash our of your TOY
shares in connection with the closing of the Company sale will not result in
commission fees, and the cash payment will automatically be sent to the
address on file with Smith Barney.
For specific information about your stock program(s), call the following
vendor at the toll-free number provided:
Employee Stock Purchase Plan
Smith Barney [*]
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If you have any general questions about your stock options or restricted
stock, please feel free to send an e-mail with your question. Click Here to
Send an E-mail
Please note, emails must be sent from a Toys "R" Us email account. If you do
not have a Toys "R" Us email account, please call the associate hotline, [*].
Do not send email inquires from personal accounts.
The Associate Hotline is open 24 hours a day, 7 days a week. Live operators
are available from 9:00 a.m. until 9:00 p.m. Eastern Time.
Benefits
We understand that you have many questions about the impact that the decision
to sell the Company may have on our current benefit and compensation programs.
At this time, we have made program decisions only for the 2005 fiscal year
(which ends 1/28/06).
In the Benefits FAQs, you'll find answers to questions about:
o 401(k) Savings and Profit Sharing Plan
o Health and Welfare Benefits: Medical, Dental, Vision, Life and AD&D
Insurance, Disability and Time-off Benefits
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Will I still receive the same benefits and compensation package?
As part of the company transaction, the Buyers (affiliates of Bain Capital
Partners LLC, Kohlberg Kravis Roberts & Co., and Vornado Realty Trust) have
agreed that, through the end of the 2005 fiscal year (1/28/06), they will
either (other than with regard to stock based compensation plans): (1)
maintain the current Toys "R" Us, Inc. benefit and compensation programs, or
(2) offer benefit and compensation programs that are "substantially
equivalent" in their total value to those currently offered by Toys "R" Us,
Inc. This means that, while individual programs may change, the aggregate
value of benefits and compensation programs as a whole will be of
approximately the same value.
How will the decision to sell the Company impact my 401(k) plan? Will the
Company continue to match my contributions?
(1) The contributions you've made to the plan from payroll deductions through
2005 remain yours to keep. These contributions will remain in the existing 401
(k) plan.
(2) Company matches for the 2004 fiscal year and prior years that are vested
remain yours to keep.
(3) The Company will continue to administer the 401(k) match monthly through
fiscal year 2005 unless any changes are made to the plan.
(4) The Buyers have agreed to either continue the 2005 match benefit or to
provide benefits and compensation of approximately equal value.
How does the decision to sell the Company impact my profit sharing plan?
If you have 5 years of service with the Company at the time the transaction
closes, you are already vested in your profit sharing account and nothing will
change. Associates who have 4 years of service at the time that the Company
closes the sale, will receive accelerated vesting for their accounts. That
means those associates with at least 4 years of service but less than 5 years
of service on the closing date of the Company sale will become 100% vested at
the sale close date. Associates with less than 4 years of service on the
closing date of the Company sale will continue to vest in their profit sharing
accounts based on the current plan terms.
Will the Company make a Profit Sharing contribution for the 2004 plan year
that ended 1/31/05? Will there be a contribution for the 2005 plan year?
The Company will make a contribution for the 2004 plan year. In regard to the
2005 plan year, the Buyers have committed to either continue the current plan
through the 2005 plan year, or to provide compensation or benefits of
approximately equal value.
What will happen to my Health & Welfare Benefits?
When we begin our new plan year in July, there will be some minor changes to
the current health benefits, as is our normal business practice. That plan
will remain in effect through the end of the 2005 fiscal year. The part-time
associate eligibility change announced during the last annual enrollment will
also take effect July 1, 2005.
Will we be able to make new Health & Welfare benefit elections this year?
Yes. This year's annual enrollment period will begin in May for the plan year
beginning July 1, 2005. As we mentioned last year, health plan costs will be
rising in line with medical cost inflation. This amounts to an average
increase in deduction of about $1 to $6 per pay period, depending on the
plan(s) you participate in and your salary level. The Company continues to
subsidize the majority of the cost increase for Associates. We will provide
you with more information about future Health and Welfare Benefits from time
to time.
I've lost my "Total Compensation Statements." How can I replace them?
Replacement Total Compensation Statements are not available. You can obtain
the information presented in your personal statement by contacting the
administrator of each of the benefits and/or compensation plans you
participate in.
Important Phone Numbers:
For specific information about your benefits, call the following vendors at
the toll-free numbers provided:
401(k) Savings and Profit Sharing Plan
American Express TRU Participant Services [*]
Health & Welfare Benefit Enrollment and Election Changes
TRU Benefit Center [*]
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If you have any general questions about your benefits, please feel free to
send an e-mail with your question. Click Here to Send an E-mail
Please note, emails must be sent from a Toys "R" Us email account. If you do
not have a Toys "R" Us email account, please call the associate hotline, [*].
Do not send email inquires from personal accounts.
The Associate Hotline is open 24 hours a day, 7 days a week. Live operators
are available from 9:00 a.m. until 9:00 p.m. Eastern Time.
Compensation
We understand that you have many questions about the impact that the decision
to sell the Company may have on our current benefit and compensation programs.
At this time, we have made program decisions only for the 2005 fiscal year
(which ends 1/28/06).
In the Compensation FAQs, you'll find answers to questions about:
o Merit Increase Programs
o Incentive Plans & Bonuses
o Deferred Compensation
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Will the 2005 merit increase programs be continued?
The 2005 Merit Increase Programs will take affect as planned. They begin in
April 2005 for salaried Associates and in June 2005 for hourly Associates.
What is happening with incentives during the 2005 plan year?
As in the past, the format of the 2005 Incentive Plan for the 1st and 2nd
Quarters have been set by the Compensation and Organizational Development
Committee of the Board of Directors. The Buyers will approve the format of the
Incentive Plan for the second half of the year (3rd and 4th Quarters) and the
2005 annual incentive.
What will happen to my Deferred Compensation?
On the closing date of the Company transaction, the Management Deferred
Compensation Plan will be terminated. If you are a participant, the entire
balance of your account (including the value of any deferred profit shares)
will be paid to you in cash, less the amount withheld for taxes, no later than
15 days following the closing date of the sale.
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If you have any general questions about compensation, please feel free to send
an e-mail with your question. Click Here to Send an E-mail
Please note, emails must be sent from a Toys "R" Us email account. If you do
not have a Toys "R" Us email account, please call the associate hotline, [*].
Do not send email inquires from personal accounts.
The Associate Hotline is open 24 hours a day, 7 days a week. Live operators
are available from 9:00 a.m. until 9:00 p.m. Eastern Time.
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In connection with the proposed merger, the Company will prepare a proxy
statement for the stockholders of the Company to be filed with the SEC. BEFORE
MAKING ANY VOTING OR INVESTMENT DECISION, THE COMPANY'S STOCKHOLDERS ARE URGED
TO READ THE PROXY STATEMENT REGARDING THE MERGER CAREFULLY IN ITS ENTIRETY
WHEN IT BECOMES AVAILABLE BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION ABOUT
THE PROPOSED MERGER. The proxy will be available free of charge at the SEC's
website, www.sec.gov and stockholders of the Company will also be able to
obtain the proxy statement free of charge by directing their requests to Toys
"R" Us, Inc., One Geoffrey Way, Wayne, New Jersey 07470, Attention: Investor
Relations.