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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
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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
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Name: Raymond L. Arthur
Title: Executive Vice President-
Chief Financial Officer
Exhibit Index
Exhibit No. Description
99.1 Press Release dated April 14, 2005