Toys R US Inc – ‘SC 13D’ on 10/11/96 re: Baby Superstore Inc

As of:  Friday, 10/11/96   ·   Accession #:  909518-96-350   ·   File #:  5-45699

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General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      Schedule 13D for Baby Superstore, Inc.                12     34K 
 2: EX-1        Exhibit 1 to Schedule 13D                             63    216K 
 3: EX-2        Exhibit 2 to Schedule 13D                             12     39K 

SC 13D   —   Schedule 13D for Baby Superstore, Inc.
Document Table of Contents

SC 13D
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SECURITIES AND EXCHANGE COMMISSION      
WASHINGTON, D.C.  20549     

-------------------     

SCHEDULE 13D      
Under the Securities Exchange Act of 1934     

-------------     

(Amendment No. ____)      

Baby Superstore, Inc.     
--------------------------------------------------------------------------      
(Name of Issuer)      

Common Stock, no par value                     056180102              
-----------------------------------   -----------------------------------       
(Title of class of securities)                (CUSIP number)              

Louis Lipschitz     
Toys "R" Us, Inc.     
461 From Road     
Paramus, New Jersey 07652     
(201) 262-7800      

with a copy to:     

Dennis J. Block, Esq.     
Weil, Gotshal & Manges      
767 Fifth Avenue      
New York, New York  10153     
(212) 310-8000      
--------------------------------------------------------------------------      
(Name, address and telephone number of person authorized to receive     
notices and communications)     

October 1, 1996     
--------------------------------------------------------------------------      
(Date of event which requires filing of this statement)     

If the filing person has previously filed a statement on Schedule 13G to        
report the acquisition which is the subject of this Schedule 13D, and is        
filing this schedule because of Rule 13d-1(b)(3) or (4), check the              
following box   [_].                                                            

Check the following box if a fee is being paid with the statement   [_].        

(A fee is not required only if the reporting person: (1) has a previous         
statement on file reporting beneficial ownership of more than five percent      
of the class of securities described in Item 1; and (2) has filed no            
amendment subsequent thereto reporting beneficial ownership of five             
percent or less of such class.)  (See Rule 13d-7.)                              

Note:  When filing this statement in paper format, six copies of this           
statement, including exhibits, should be filed with the Commission. See         
Rule 13d-1(a) for other parties to whom copies are to be sent.                  

(Continued on following page(s))      
(Page 1 of 12 Pages)      

SC 13D
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CUSIP No.       056180102               13D            Page 2 of 12           

1     NAME OF REPORTING PERSON:    Toys "R" Us, Inc.                  

S.S. OR I.R.S. IDENTIFICATION NO.                         
OF ABOVE PERSON:                                          

2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:       (a) [_] 
                                                             (b) [_]

3     SEC USE ONLY                                                    

4     SOURCE OF FUNDS:  Not Applicable                                

5     CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS             [_] 
REQUIRED PURSUANT TO ITEM 2(d) OR 2(e):                   

6     CITIZENSHIP OR PLACE OF      Delaware                           
ORGANIZATION:                                             

NUMBER OF     7   SOLE VOTING POWER:       None                         
SHARES                                                                

BENEFICIALLY    8   SHARED VOTING POWER:     9,000,000**                    
OWNED BY                                                                

EACH        9   SOLE DISPOSITIVE POWER:  None                       
REPORTING                                                               

PERSON WITH   10   SHARED DISPOSITIVE       None                          
POWER:                              

11     AGGREGATE AMOUNT BENEFICIALLY       9,000,000**                  
OWNED BY REPORTING PERSON:                                

12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)               [_]  
EXCLUDES CERTAIN SHARES:                                  

13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):  46.8%       

14     TYPE OF REPORTING PERSON:    CO                                  

**All of such shares of common stock of Baby Superstore, Inc. (the              
"Company") may be deemed to be beneficially owned, for purposes of Section      
13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange         
Act"), by Toys "R" Us, Inc. ("Toys "R" Us") due to a voting agreement           
between Toys "R" Us and a shareholder of the Company owning such shares.        
The filing of this statement shall not be construed as an admission by          
Toys "R" Us that it is for the purpose of Section 13(d) of the Exchange Act     
the beneficial owner of such shares.  See Items 4 and 5.                        

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ITEM 1.  SECURITY AND ISSUER.                                         
-------------------                                 
         THIS STATEMENT ON SCHEDULE 13D RELATES TO THE COMMON STOCK,
NO PAR VALUE (THE "COMMON STOCK"), OF BABY SUPERSTORE, INC., A SOUTH  
CAROLINA CORPORATION (THE "COMPANY").  THE ADDRESS OF THE COMPANY'S   
PRINCIPAL EXECUTIVE OFFICE IS 1201 WOODS CHAPEL ROAD, DUNCAN, SOUTH   
CAROLINA 29334.                                                       

ITEM 2.  IDENTITY AND BACKGROUND.                                     
------------------------                            
       (A), (B), (C) AND (F).  THIS STATEMENT ON SCHEDULE 13D IS
FILED ON BEHALF OF  TOYS "R" US, INC., A DELAWARE CORPORATION         
("TOYS "R" US"). TOYS "R" US AND ITS SUBSIDIARIES ARE PRINCIPALLY     
ENGAGED IN THE OPERATION OF CHILDREN'S SPECIALTY RETAIL STORES        
CONSISTING OF 656 TOY STORES IN THE UNITED STATES, 378 INTERNATIONAL  
TOY STORES, INCLUDING FRANCHISE STORES, 211 CHILDREN'S CLOTHING STORES
AND THREE BABY FURNISHINGS STORES.  THE BUSINESS ADDRESS OF           
TOYS "R" US IS 461 FROM ROAD, PARAMUS, NEW JERSEY  07652.  THE NAME,  
BUSINESS ADDRESS, PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND      
CITIZENSHIP OF EACH DIRECTOR AND EXECUTIVE OFFICER OF TOYS "R" US IS  
SET FORTH ON APPENDIX I HERETO AND INCORPORATED HEREIN BY REFERENCE.  
(D) AND (E).  DURING THE PAST FIVE YEARS, NEITHER 
TOYS "R" US, NOR, TO THE BEST OF ITS KNOWLEDGE, ANY OF ITS DIRECTORS  
AND EXECUTIVE OFFICERS, HAS (A) BEEN CONVICTED IN A CRIMINAL          
PROCEEDING (EXCLUDING TRAFFIC VIOLATIONS OR SIMILAR MISDEMEANORS), OR 
(B) BEEN A PARTY TO A CIVIL PROCEEDING OF A JUDICIAL OR ADMINISTRATIVE
BODY OF COMPETENT JURISDICTION AND AS A RESULT OF SUCH PROCEEDING WAS 
OR IS SUBJECT TO A JUDGMENT, DECREE OR FINAL ORDER ENJOINING FUTURE   
VIOLATIONS OF, OR PROHIBITING OR MANDATING ACTIVITIES SUBJECT TO,     
FEDERAL OR STATE                                                      

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SECURITIES LAWS OR A FINDING OF ANY VIOLATION WITH RESPECT TO SUCH    
LAWS.                                                                 

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.           
-------------------------------------------------   
       TOYS "R" US HAS NOT PAID ANY CONSIDERATION TO ACQUIRE ANY
SHARES OF COMMON STOCK.                                               

ITEM 4.  PURPOSE OF TRANSACTION.                                      
----------------------                              
        TOYS "R" US, THE COMPANY AND JACK P. TATE ("TATE") ENTERED
INTO A MERGER AGREEMENT, DATED AS OF OCTOBER 1, 1996 (THE "MERGER     
AGREEMENT"), PURSUANT TO WHICH AND SUBJECT TO THE CONDITIONS SET FORTH
THEREIN, THE COMPANY WILL BE MERGED WITH AND INTO TOYS "R" US (THE    
"MERGER"), AND EACH SHAREHOLDER OF THE COMPANY, OTHER THAN TATE, WILL 
RECEIVE .8121 OF A SHARE OF TOYS "R" US COMMON STOCK FOR EACH SHARE OF
COMMON STOCK.  TATE, THE CHAIRMAN AND CHIEF EXECUTIVE OFFICER OF THE  
COMPANY, WILL RECEIVE .5150 OF A SHARE OF TOYS "R" US COMMON STOCK FOR
EACH SHARE OF COMMON STOCK OWNED BY HIM.  TOYS "R" US WILL BE THE     
SURVIVING CORPORATION IN THE MERGER, ITS DIRECTORS AND OFFICERS AT THE
TIME OF THE MERGER WILL CONTINUE AS DIRECTORS AND OFFICERS OF THE     
SURVIVING CORPORATION AND THE RESTATED CERTIFICATE OF INCORPORATION   
AND RESTATED BY-LAWS OF TOYS "R" US AS IN EFFECT IMMEDIATELY PRIOR TO 
THE MERGER WILL BECOME THE CHARTER AND BY-LAWS, RESPECTIVELY, OF THE  
SURVIVING CORPORATION.  UPON THE CONSUMMATION OF THE MERGER, THE      
COMMON STOCK WILL BECOME ELIGIBLE                                     

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FOR TERMINATION OF REGISTRATION PURSUANT TO SECTION 12(G)(4) OF THE   
EXCHANGE ACT.                                                         
          THE MERGER IS CONDITIONED UPON, AMONG OTHER THINGS, APPROVAL
BY THE SHAREHOLDERS OF THE COMPANY, THE EFFECTIVENESS OF TOYS "R" US' 
REGISTRATION STATEMENT ON FORM S-4 TO BE FILED WITH THE SECURITIES AND
EXCHANGE COMMISSION, THE ACCEPTANCE OF THE TOYS "R" US COMMON STOCK TO
BE ISSUED IN THE MERGER FOR LISTING ON THE NEW YORK STOCK EXCHANGE,   
SUBJECT TO OFFICIAL NOTICE OF ISSUANCE, THE EXPIRATION OF ANY WAITING 
PERIOD APPLICABLE TO THE MERGER UNDER THE HART-SCOTT-RODINO ANTITRUST 
IMPROVEMENTS ACT OF 1976, AND THE RECEIPT OF AN OPINION OF COUNSEL    
THAT THE MERGER WILL BE TREATED FOR FEDERAL INCOME TAX PURPOSES AS A  
REORGANIZATION WITHIN THE MEANING OF SECTION 368(A) OF THE INTERNAL   
REVENUE CODE OF 1986, AS AMENDED, AND THAT NO GAIN OR LOSS WILL BE    
RECOGNIZED BY TOYS "R" US OR THE COMPANY AS A RESULT OF THE MERGER.   
          IN CONNECTION WITH THE EXECUTION OF THE MERGER AGREEMENT AND
TO FACILITATE THE CONSUMMATION OF THE MERGER, TOYS "R" US ENTERED INTO
A SHAREHOLDERS AGREEMENT, DATED OCTOBER 1, 1996 (THE "SHAREHOLDERS    
AGREEMENT"), WITH TATE AND LINDA M. ROBERTSON.  PURSUANT TO THE       
SHAREHOLDERS AGREEMENT, TATE, WHO IS THE BENEFICIAL OWNER OF 9,000,000
SHARES OF COMMON STOCK (THE "TATE SHARES"), REPRESENTING APPROXIMATELY
46.8% OF THE OUTSTANDING SHARES OF COMMON STOCK (BASED UPON THE       
COMPANY'S                                                             

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REPRESENTATION IN THE MERGER AGREEMENT THAT THERE WERE 19,235,533     
SHARES OF COMMON STOCK OUTSTANDING AS OF OCTOBER 1, 1996), HAS AGREED 
TO VOTE ALL SUCH SHARES (I) IN FAVOR OF THE ADOPTION OF THE MERGER    
AGREEMENT AND ANY ACTIONS REQUIRED IN FURTHERANCE THEREOF;            
(II) AGAINST ANY ACTION OR AGREEMENT THAT WOULD RESULT IN A BREACH IN 
ANY RESPECT OF ANY COVENANT, REPRESENTATION OR WARRANTY OR ANY OTHER  
OBLIGATION OR AGREEMENT OF THE COMPANY UNDER THE MERGER AGREEMENT     
(AFTER GIVING EFFECT TO ANY MATERIALITY OR SIMILAR QUALIFICATIONS     
CONTAINED THEREIN); AND (III) EXCEPT AS OTHERWISE AGREED TO IN WRITING
IN ADVANCE BY TOYS "R" US, AGAINST THE FOLLOWING ACTIONS (OTHER THAN  
THE MERGER AND THE TRANSACTIONS CONTEMPLATED BY THE MERGER AGREEMENT):
(A) ANY EXTRAORDINARY CORPORATE TRANSACTION, SUCH AS A MERGER,        
CONSOLIDATION OR OTHER BUSINESS COMBINATION INVOLVING THE COMPANY;    
(B) A SALE, LEASE OR TRANSFER OF A MATERIAL AMOUNT OF ASSETS OF THE   
COMPANY, OR A REORGANIZATION, RECAPITALIZATION, DISSOLUTION OR        
LIQUIDATION OF THE COMPANY; (C) (1) ANY CHANGE IN A MAJORITY OF THE   
PERSONS WHO CONSTITUTE THE BOARD OF DIRECTORS OF THE COMPANY; (2) ANY 
CHANGE IN THE PRESENT CAPITALIZATION OF THE COMPANY OR ANY AMENDMENT  
OF THE COMPANY'S ARTICLES OF INCORPORATION OR BY-LAWS; (3) ANY OTHER  
MATERIAL CHANGE IN THE COMPANY'S CORPORATE STRUCTURE OR BUSINESS; OR  
(4) ANY OTHER ACTION WHICH, IN THE CASE OF EACH OF THE MATTERS        
REFERRED TO IN CLAUSES C (1), (2), (3) OR (4), IS INTENDED, OR COULD  
REASONABLY                                                            

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BE EXPECTED, TO IMPEDE, INTERFERE WITH, DELAY, POSTPONE, OR MATERIALLY
ADVERSELY AFFECT THE MERGER AND THE TRANSACTIONS CONTEMPLATED BY THE  
SHAREHOLDERS AGREEMENT AND THE MERGER AGREEMENT.  TATE HAS ALSO       
GRANTED TOYS "R" US AN IRREVOCABLE PROXY TO VOTE ALL TATE SHARES IN   
ACCORDANCE WITH THE FOREGOING AGREEMENTS.  IN ADDITION, TATE HAS      
AGREED NOT TO SELL, TRANSFER, TENDER, PLEDGE, ENCUMBER, ASSIGN OR     
OTHERWISE DISPOSE OF THE TATE SHARES DURING THE TERM OF THE           
SHAREHOLDERS AGREEMENT.                                               
      THE FOREGOING AGREEMENTS WITH RESPECT TO THE TATE SHARES
WILL TERMINATE ON THE EARLIER OF (I) THE TERMINATION OF THE MERGER    
AGREEMENT AND (II) THE EFFECTIVE TIME OF THE MERGER.                  
     THE FOREGOING SUMMARIES OF THE MERGER AGREEMENT AND THE
SHAREHOLDERS AGREEMENTS DO NOT PURPORT TO BE COMPLETE AND ARE SUBJECT 
TO, AND QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO, ALL OF THE TERMS 
AND PROVISIONS OF THE MERGER AGREEMENT AND THE SHAREHOLDERS AGREEMENTS
FILED AS EXHIBIT 1 AND 2, RESPECTIVELY, TO THIS SCHEDULE 13D.         
     EXCEPT AS SET FORTH ABOVE, TOYS "R" US CURRENTLY HAS NO
OTHER PLANS NOR INTENTIONS THAT COULD RESULT IN OR RELATE TO ANY OF   
THE TRANSACTIONS DESCRIBED IN SUBPARAGRAPH (A) THROUGH (J) OF ITEM 4  
OF SCHEDULE 13D.                                                      

ITEM 5.  INTEREST IN SECURITIES OF THE ISSUER                         
------------------------------------                
          (A) AND (B).  TOYS "R" US, DUE TO THE VOTING AGREEMENTS WITH
RESPECT TO THE TATE SHARES SET FORTH IN THE SHAREHOLDERS              

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AGREEMENT AND DESCRIBED IN ITEM 4, MAY BE DEEMED TO BENEFICIALLY OWN, 
FOR PURPOSES OF SECTION 13(D) OF THE EXCHANGE ACT, 9,000,000 SHARES OF
COMMON STOCK, REPRESENTING APPROXIMATELY 46.8% OF THE COMPANY'S       
OUTSTANDING SHARES OF COMMON STOCK.  THE FILING OF THIS STATEMENT     
SHALL NOT BE CONSTRUED AS AN ADMISSION BY TOYS "R" US THAT IT IS FOR  
THE PURPOSES OF SECTION 13(D) OF THE EXCHANGE ACT THE BENEFICIAL OWNER
OF SUCH SHARES.                                                       
       TOYS "R" US HAS SHARED POWER PURSUANT TO THE SHAREHOLDERS
AGREEMENT TO VOTE 9,000,000 SHARES OF COMMON STOCK IN THE MANNER SET  
FORTH IN THE SHAREHOLDERS AGREEMENT AND DESCRIBED IN ITEM 4.  TOYS "R"
US DOES NOT HAVE SOLE POWER TO VOTE OR TO DIRECT THE VOTE OR THE SOLE 
OR SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF ANY SHARES 
OF COMMON STOCK.  TO THE BEST OF TOYS "R" US' KNOWLEDGE, NO DIRECTOR  
OR EXECUTIVE OFFICER OF TOYS "R" US OWNS ANY SHARES OF COMMON STOCK.  

  (C).  NO TRANSACTIONS IN SHARES OF COMMON STOCK WERE
EFFECTED BY TOYS "R" US DURING THE PAST 60 DAYS.                      

(D).  NOT APPLICABLE.                             

(E).  NOT APPLICABLE.                             

ITEM 6.   CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR                  
    RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER
    ------------------------------------------------------
  EXCEPT FOR THE MERGER AGREEMENT AND THE SHAREHOLDERS
AGREEMENT, NEITHER TOYS "R" US, NOR, TO THE BEST OF ITS KNOWLEDGE, ANY
OTHER PERSON NAMED IN ITEM 2 HAS ANY CONTRACT, ARRANGEMENT,           
UNDERSTANDING OR RELATIONSHIP (LEGAL OR OTHERWISE)                    

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WITH ANY PERSON WITH RESPECT TO ANY SECURITIES OF THE COMPANY,        
INCLUDING, BUT NOT LIMITED TO, TRANSFER OR VOTING OF ANY SECURITIES,  
FINDER'S FEES, JOINT VENTURES, LOAN OR OPTION ARRANGEMENTS, PUTS OR   
CALLS, GUARANTEES OF PROFITS, DIVISION OF PROFITS OR LOSS, OR THE     
GIVING OF WITHHOLDING OF PROXIES.                                     

ITEM 7.  MATERIALS TO BE FILED AS EXHIBITS                            
---------------------------------                   
THE FOLLOWING ARE FILED AS EXHIBITS HERETO:       
       1.   AGREEMENT AND PLAN OF MERGER, DATED AS OF OCTOBER 1,
1996, AMONG TOYS "R" US, INC., BABY SUPERSTORE, INC. AND JACK P. TATE.
        2.   SHAREHOLDERS AGREEMENT, DATED OCTOBER 1, 1996, BY AND
AMONG TOYS "R" US, INC. AND JACK P. TATE AND LINDA M. ROBERTSON.      

SC 13D
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 SIGNATURE
 ---------
       AFTER REASONABLE INQUIRY AND TO THE BEST OF ITS KNOWLEDGE
AND BELIEF, THE UNDERSIGNED CERTIFIES THAT THE INFORMATION SET FORTH  
IN THIS STATEMENT IS TRUE, COMPLETE AND CORRECT.                      

DATED:  OCTOBER 11, 1996                                              

       TOYS "R" US, INC.

              BY: /S/  LOUIS LIPSCHITZ
                            --------------------------------
           LOUIS LIPSCHITZ
                        EXECUTIVE VICE PRESIDENT AND
                   CHIEF FINANCIAL OFFICER

SC 13D
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APPENDIX I

        THE FOLLOWING TABLE SETS FORTH THE NAME, BUSINESS ADDRESS,
POSITION WITH TOYS "R" US AND PRINCIPAL OCCUPATION OR EMPLOYMENT AND  
THE NAME AND PRINCIPAL BUSINESS OF ANY CORPORATION OR OTHER           
ORGANIZATION IN WHICH SUCH EMPLOYMENT IS CONDUCTED BY EACH DIRECTOR   
AND EXECUTIVE OFFICER OF TOYS "R" US.  THE PRINCIPAL BUSINESS ADDRESS 
OF TOYS "R" US IS 461 FROM ROAD, PARAMUS, NEW JERSEY 07652 AND, UNLESS
OTHERWISE INDICATED, THE BUSINESS ADDRESS OF EACH PERSON LISTED BELOW 
IS THE AFORESAID ADDRESS.  ALL OF THE INDIVIDUALS LISTED BELOW ARE    
CITIZENS OF THE UNITED STATES.                                        

                          POSITION WITH TOYS "R" US;
NAME AND                         PRINCIPAL OCCUPATION OR        
BUSINESS ADDRESS                         EMPLOYMENT                   
----------------                   --------------------------         

ROBERT A. BERNARD                  DIRECTOR OF TOYS "R" US;           
100 RING ROAD WEST                 PRIVATE REAL ESTATE DEVELOPER      
SUITE 205                                                             
GARDEN CITY, NY                                                       

ROBIN COSTIN                       DIRECTOR OF TOYS "R" US;           
RESERVIOR CAPITAL MGMT., INC.      PRESIDENT OF RESERVIOR CAPITAL     
99 BEDFORD STREET                  MANAGEMENT, INC., AN               
BOSTON, MA  02111                  INVESTMENT MANAGEMENT FIRM         

MICHAEL GOLDSTEIN                  VICE CHAIRMAN OF THE BOARD OF      
                             DIRECTORS AND CHIEF EXECUTIVE
                      OFFICER OF TOYS "R" US

MILTON S. GOULD                    DIRECTOR OF TOYS "R" US;           
LEBOEUF, LAMB, GREEN & MACRAE      OF COUNSEL TO THE LAW FIRM OF      
125 WEST 55TH STREET               LEBOEUF, LAMB, GREEN & MACRAE      
NEW YORK, NY  10019                                                   

SHIRLEY STRUM KENNY                DIRECTOR OF TOYS "R" US;           
STATE UNIVERSITY OF NY AT          PRESIDENT OF THE STATE             
STONY BROOK                        UNIVERSITY OF NEW YORK AT          
NICHOLLS ROAD                      STONY BROOK                        
STONY BROOK, NY  11794                                                
ADMIN. BLDG. #310                                                     

CHARLES LAZARUS                    CHAIRMAN OF THE BOARD OF           
                        DIRECTORS OF TOYS "R" US

SC 13D
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NORMAN S. MATTHEW                  DIRECTOR OF TOYS "R" US;           
650 MADISON AVENUE                 INDEPENDENT RETAIL CONSULTANT      
NEW YORK, NY  10022                                                   

HOWARD W. MOORE                    DIRECTOR OF TOYS "R" US;           
15 MUIR BEACH CIRCLE               PRESIDENT OF HOWARD MOORE          
CORONA DEL MAR, CA  92625          ASSOCIATES, BUSINESS               
           CONSULTANTS

ROBERT C. NAKASONE                 DIRECTOR OF TOYS "R" US;           
                             PRESIDENT AND CHIEF OPERATING
                      OFFICER OF TOYS "R" US

HAROLD M. WIT                      DIRECTOR OF TOYS "R" US;           
ALLEN & CO.                        MANAGING DIRECTOR OF ALLEN &       
711 FIFTH AVENUE                   COMPANY, INCORPORATED, AN          
NEW YORK, NY  10017                INVESTMENT BANKING FIRM            

ROGER V. GODDU                     EXECUTIVE VICE PRESIDENT OF        
                          TOYS "R" US - PRESIDENT OF
                            U.S. TOY STORE MERCHANDISING
        DIVISION

LOUIS LIPSCHITZ                    EXECUTIVE VICE PRESIDENT AND       
                          CHIEF FINANCIAL OFFICER OF
           TOYS "R" US

MICHAEL J. MADDEN                  EXECUTIVE VICE PRESIDENT OF        
                          TOYS "R" US - PRESIDENT OF
                         U.S. TOY STORE OPERATIONS
        DIVISION

RICHARD L. MARKEE                  EXECUTIVE VICE PRESIDENT -         
                            PRESIDENT OF KIDS "R" US AND
                       BABIES "R" US DIVISIONS

GREGORY R. STALEY                  EXECUTIVE VICE PRESIDENT OF        
                          TOYS "R" US - PRESIDENT OF
                         TOYS "R" US INTERNATIONAL
        DIVISION

JOSEPH J. LOMBARDI                 VICE PRESIDENT - CONTROLLER OF     
           TOYS "R" US

NYFS11...:\93\77893\0010\165\FRM0106L.560                             

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