Baby Superstore Inc – ‘SC 13E4/A’ on 4/28/97 re: Toys R US Inc

As of:  Monday, 4/28/97   ·   Accession #:  909518-97-250   ·   File #:  5-46119

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Amendment to Tender-Offer Statement — Issuer Tender Offer   —   Schedule 13E-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13E4/A   Amendment No 1                                         3     14K 

Document Table of Contents

SC 13E4/A
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================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13E-4

ISSUER TENDER OFFER STATEMENT (PURSUANT TO SECTION 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)

 (AMENDMENT NO. 1)

 TOYS "R" US, INC.
(Name of Issuer)

 BABY SUPERSTORE, INC.
(Name of Person(s) Filing Statement)

4-7/8% CONVERTIBLE SUBORDINATED NOTES                                   
DUE 2000 OF                                   
BABY SUPERSTORE, INC.                      056180AA-0   
       (Title of Class of Securities)      (CUSIP Number of Class of Securities)

 LOUIS LIPSCHITZ
 461 FROM ROAD
 PARAMUS, NEW JERSEY 07652
(201) 368-5548
 (Name, Address and Telephone Number of Person Authorized to Receive Notices and
 Communications of Behalf of Person(s) Filing Statement)

Copies to:

 DENNIS J. BLOCK, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153
(212) 310-8000

 CALCULATION OF FILING FEE
--------------------------------------------------------------------------------
TRANSACTION VALUATION*                         AMOUNT OF FILING FEE 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
$115,218,020.84                                 $23,044.00  
--------------------------------------------------------------------------------

*     The transaction value shown is only for the purpose of calculating the    
filing fee. The amount shown reflects the cost of purchasing        
      $115,000,000.00 principal amount of Notes at the repurchase price (100% of
   the principal amount of the Notes, plus accrued interest to the date of
    repurchase) as of April 15, 1997 (the expiration date of the Offer). The
      amount of the filing fee is calculated in accordance with Section 13(e)(3)
of the Securities Exchange Act of 1934, as amended.                 

[X]   CHECK BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY RULE 0-11(A)(2) 
      AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS PREVIOUSLY PAID.
      IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER, OR THE FORM
OR SCHEDULE AND THE DATE OF ITS FILING.                             

Amount previously paid:  $23,044.00         Filing party:  Baby Superstore, Inc.

Form or registration no.:  Schedule 13E-4   Date filed:  February 14, 1997      

Instruction.  When submitting this statement in paper format, ten copies of this
statement, including all exhibits, shall be filed with the Commission.          
================================================================================

SC 13E4/A
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INTRODUCTORY STATEMENT  

    This Amendment No. 1 to the statement on Schedule 13E-4 (the
"Schedule 13E-4"), which constitutes the Final Amendment to the Schedule 13E-4  
(the "Final Amendment"), is filed by Baby Superstore, Inc., a South Carolina    
corporation and wholly owned subsidiary of Toys "R" Us, Inc. ("Baby Superstore")
in connection with the change of control offer (the "Offer") by Baby Superstore 
to purchase for cash, on the terms and subject to the conditions set forth in   
the Change of Control Notice and Offer to Purchase dated as of February 14, 1997
(the "Offer to Purchase") and the related Letter of Transmittal, all of the     
outstanding 4-7/8% Convertible Subordinated Notes Due 2000 of Baby Superstore   
(the "Notes"). The Offer was terminated at 5:00 p.m., New York City Time, on    
April 15, 1997.                                                                 

ITEM 3. PURPOSE OF THE TENDER OFFER AND PLANS OR PROPOSALS OF THE ISSUER OR     
AFFILIATE.                                                                      

            Except as amended hereby, the information set forth in Item 3 of the
Schedule 13E-4 remains unchanged.                                   

(h)   Baby Superstore intends to delist the Notes from the Nasdaq SmallCap      
 Market as soon as practicable after the date of this Final Amendment.

(i)   Baby Superstore filed a statement on Form 15, dated April 25, 1997,       
indicating that Baby Superstore became eligible for termination of  
    registration pursuant to Section 12(g)(4) of the Securities Exchange Act
of 1934, as amended (the "Exchange Act") and Rule 12g-4(a)(1)(i)    
  promulgated thereunder, based on the Notes being held by less than 300
persons as a result of the Offer.                                   

(j)   Baby Superstore filed a statement on Form 15, dated April 25, 1997,       
 indicating that Baby Superstore became eligible for suspension of its
     obligations to file reports pursuant to Section 15(d) of the Exchange Act
    and Rule 12h-3(b)(1)(i) promulgated thereunder, based on the Notes being
held by less than 300 persons as a result of the Offer.             

ITEM 4. INTEREST IN SECURITIES OF THE ISSUER.                                   

Item 4 is hereby amended by adding the following paragraph:         

   The Offer was terminated at 5:00 p.m., New York City Time, on April 15,
1997. As of April 16, 1997, Baby Superstore accepted for purchase, through its  
Depositary, The Bank of New York, $114,626,000 aggregate principal amount of the
Notes pursuant the Offer, representing 99.67% of the outstanding Notes of Baby  
Superstore as of that date. Baby Superstore accepted the Notes in denominations 
of $1,000 or integral multiples thereof, at a purchase price equal to 100% of   
the principal amount thereof plus accrued interest to the date of repurchase.   

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SC 13E4/A
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SIGNATURE 

   After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct. 

             BABY SUPERSTORE, INC.

                 By:   /s/ Louis Lipschitz
                                   -------------------------------------
                          Name:  Louis Lipschitz
                                    Title:  Executive Vice President
                                               and Chief Financial Officer

Dated:  April 28, 1997                                                          

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NYFS11...:\93\77893\0010\1867\SCH4217N.410                                      

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13E4/A’ Filing		Date		First		Last			Other Filings
Filed on:		4/28/97		3
		4/25/97		2					10-K405,  15-12G,  DEF 14A
		4/16/97		2
		4/15/97		1		2
		2/14/97		1		2			SC 13E4
									List all Filings