-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nwa1ad5HTXCeud5F4WHaA37ng8UtdjO5ziVSQQLrBtM2HfJwXkTr/EakTMhKOlJP 86jDvmD0OF3U0AZuP4v2CA== 0000893750-05-000217.txt : 20050414 0000893750-05-000217.hdr.sgml : 20050414 20050414172934 ACCESSION NUMBER: 0000893750-05-000217 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050414 ITEM INFORMATION: Other Events FILED AS OF DATE: 20050414 DATE AS OF CHANGE: 20050414 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TOYS R US INC CENTRAL INDEX KEY: 0001005414 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-HOBBY, TOY & GAME SHOPS [5945] IRS NUMBER: 223260693 STATE OF INCORPORATION: DE FISCAL YEAR END: 0130 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11609 FILM NUMBER: 05751621 BUSINESS ADDRESS: STREET 1: TOYS STREET 2: ONE GEOFFREY WAY CITY: WAYNE STATE: NJ ZIP: 07470 BUSINESS PHONE: 9736173500 MAIL ADDRESS: STREET 1: TOYS STREET 2: ONE GEOFFREY WAY CITY: WAYNE STATE: NJ ZIP: 07470 8-K 1 form8k.txt FORM 8-K - TOYS - ------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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 14, 2005 Toys "R" Us, Inc. (Exact name of Registrant as Specified in Charter) Delaware 1-11609 22-3260693 (State or other Jurisdiction (Commission File (I.R.S. Employer of Incorporation or Number) Identification Organization) Number) One Geoffrey Way Wayne, New Jersey 07470 (Address of principal executive offices) Registrant's telephone number, including area code (973) 617-3500 Not Applicable (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ X] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) ITEM 8.01. OTHER EVENTS On April 14, 2005, Toys "R" Us, Inc. issued a press release announcing that it had filed a Form 12b-25 with the Securities and Exchange Commission to obtain up to a 15-day extension of the due date for its Annual Report on Form 10-K for the fiscal year ended January 29, 2005. Toys "R" Us, Inc. also announced that at this time it expects, due solely to the restatement related to its accounting practices for leases and leasehold improvements, to report a material weakness in its internal control over financial reporting in its Annual Report on Form 10-K for the fiscal year ended January 29, 2005. In the press release Toys "R" Us, Inc. also stated that it continues to expect that its previously announced proposed merger will occur by July 2005. A copy of the press release is furnished as Exhibit 99.1. In connection with the proposed merger, Toys "R" Us will prepare a proxy statement for the stockholders of Toys "R" Us to be filed with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, TOYS "R" US' 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 Toys R" Us 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. Toys "R" Us and its directors and executive officers may be deemed to participate in the solicitation of proxies in respect of the proposed merger. Information regarding Toys "R" Us' directors and executive officers is available in Toys "R" Us' proxy statements and Annual Reports on Form 10-K, as well as Toys "R" Us' Current Reports on Form 8-K filed on March 22, 2005, February 14, 2005, December 28, 2004, November 3, 2004 and September 24, 2004, in each case previously filed with the Securities and Exchange Commission, and in the proxy statement relating to the merger when it becomes available. ITEM 9.01 EXHIBITS (c) Exhibits Exhibit No. Exhibit Description - ----------- ------------------- 99.1 Press Release dated April 14, 2005 SIGNATURE Pursuant to the requirements of the Securities Exchange Act of l934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. TOYS "R" US, INC. (Registrant) Date: April 14, 2005 By: /s/ Raymond L. Arthur ------------------------------------ Name: Raymond L. Arthur Title: Executive Vice President- Chief Financial Officer Exhibit Index Exhibit No. Description 99.1 Press Release dated April 14, 2005 EX-99.1 2 exh99_1.txt EXHIBIT 99.1 Exhibit 99.1 FROM: Ursula H. Moran (973) 617-5756 Ray Arthur (973) 617-5755 Investor Relations Chief Financial Officer FOR: Toys "R" Us, Inc. Susan McLaughlin (973) 617-5900 (NYSE: TOY) Media Relations FOR IMMEDIATE RELEASE --------------------- Toys "R" Us, Inc. Extends Form 10-K Filing Deadline by up to Fifteen Days Wayne, NJ, April 14, 2005 - Toys "R" Us, Inc. (NYSE: TOY) today announced that it is filing a notification with the Securities and Exchange Commission on Form 12b-25 pursuant to which Toys "R" Us is seeking an extension of up to 15 days to file its Annual Report on Form 10-K for the fiscal year ended January 29, 2005. As indicated in the Form 12b-25 filing, Toys "R" Us is unable to file its 2004 Annual Report on Form 10-K today because (1) Toys "R" Us has not yet completed the corrections in its accounting treatment for leases and leasehold improvements as a result of its previously announced review of its accounting practices for leases and leasehold improvements, and (2) Toys "R" Us is still in the process of providing information necessary for its auditor, Ernst & Young LLP, to complete its procedures in connection with the assessment of Toys "R" Us' internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 and the rules of the Public Company Accounting Oversight Board. Accordingly, Toys "R" Us requires additional time to complete the preparation and review of its 2004 financial statements and the 2004 Annual Report on Form 10-K. In the Form 12b-25 filing, Toys "R" Us stated that at this time it expects, due solely to the restatement related to its accounting practices for leases and leasehold improvements, to report a material weakness in its internal control over financial reporting in the 2004 Annual Report on Form 10-K. Toys "R" Us has previously announced that it has entered into a definitive agreement to sell the entirety of its worldwide operations, including both its global Toys "R" Us and Babies "R" Us businesses, to an investment group consisting of affiliates of Kohlberg Kravis Roberts & Co. (KKR), Bain Capital Partners LLC, and Vornado Realty Trust (NYSE: VNO), for $26.75 per share. Completion of the merger is contingent on regulatory review and approval by the shareholders of Toys "R" Us, Inc. Toys "R" Us continues to expect that the merger will occur by July 2005. Toys "R" Us, Inc. is one of the leading specialty toy retailers in the world. It currently sells merchandise through more than 1,500 stores, including 680 toy stores in the U.S. and 607 international toy stores, including licensed and franchise stores as well as through its Internet sites at www.toysrus.com, www.imaginarium.com and www.sportsrus.com. Babies "R" Us, a division of Toys "R" Us, Inc., is the largest baby product specialty store chain in the world and a leader in the juvenile industry, and sells merchandise through 219 stores in the U.S. as well as on the Internet at www.babiesrus.com. In connection with the proposed merger, Toys "R" Us will prepare a proxy statement for the stockholders of Toys "R" Us to be filed with the SEC. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, TOYS "R" US' 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 Toys "R" Us 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. Toys "R" Us and its directors and executive officers may be deemed to participate in the solicitation of proxies in respect of the proposed merger. Information regarding Toys "R" Us' directors and executive officers is available in Toys "R" Us' proxy statements and Annual Reports on Form 10-K, as well as Toys "R" Us' Current Reports on Form 8-K filed on March 22, 2005, February 14, 2005, December 28, 2004, November 3, 2004 and September 24, 2004, in each case previously filed with the Securities and Exchange Commission, and in the proxy statement relating to the merger when it becomes available. This press release contains "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are intended to be covered by the safe harbors created thereby. All statements herein that are not historical facts, including statements about our beliefs or expectations, are forward-looking statements. We generally identify these statements by words or phrases such as "anticipate," "estimate," "plan," "expect," "believe," "intend," "will," "may," and similar words or phrases. These statements discuss, among other things, the results and effect of any review of lease accounting, including any adjustments related to expense recognition or depreciation, the timing of the lease accounting review, the timing of the completion and filing of the 2004 Form 10-K, the Company's expected results of operations for the fiscal year ended January 29, 2005, the results of the review of the Company's internal controls and the Company's proposed merger. These statements are subject to risks, uncertainties and other factors, including, among others, competition in the retail industry, seasonality of our business, changes in consumer preferences and consumer spending patterns, general economic conditions in the United States and other countries in which we conduct our business, our ability to implement our strategy, availability of adequate financing, our dependence on key vendors of our merchandise, international events affecting the delivery of toys and other products to our stores, economic, political and other developments associated with our international operations, the timing and receipt of approvals for the Company's proposed merger, and risks, uncertainties and factors set forth in our reports and documents filed with the Securities and Exchange Commission (which reports and documents should be read in conjunction with this press release). We believe that all forward-looking statements are based upon reasonable assumptions when made; however, we caution that it is impossible to predict actual results or outcomes or the effects of risks, uncertainties or other factors on anticipated results or outcomes and that, accordingly, you should not place undue reliance on these statements. Forward-looking statements speak only as of the date when made, and we undertake no obligation to update these statements in light of subsequent events or developments. Actual results and outcomes may differ materially from anticipated results or outcomes discussed in forward-looking statements. -----END PRIVACY-ENHANCED MESSAGE-----