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):  August 23, 1994

    PETRIE STORES CORPORATION
    (Exact Name of Registrant as Specified in Charter)

       New York                     1-6166                36-213-7966     
 (State or Other Jurisdiction of   (Commission)        (I.R.S. Employer 
     Incorporation)                File Number)       Identification No.)

    70 Enterprise Avenue, Secaucus, New Jersey                           07084
    (Address of Principal Executive Offices)                         (Zip Code)

    Registrant's telephone number, including area code          (201) 866-3600  

                                    N/A                                   
    (Former Name or Former Address, if Changed Since Last Report)

          Item 5.   Other Events

               On August 23, 1994, Petrie Stores Corporation, a New
          York corporation (the "Company"), entered into a Stock
          Purchase Agreement (the "Stock Purchase Agreement") with
          WP Investors, Inc., a Delaware corporation ("WP").
          Pursuant to the Stock Purchase Agreement, WP and one or
          more of its non-affiliated designees (collectively, the
          "Buyer") will purchase the shares of common stock (the
          "Stock Purchase") in a Delaware subsidiary of the Company
          ("Retail Holding Company"), to which all of the retail
          operations of the Company will have been transferred
          prior to the closing date of the Stock Purchase. The
          purchase price will be $190 million in cash (the
          "Purchase Price"). The closing of the Stock Purchase is
          conditioned upon, among other things, the closing of the
          Company's share exchange transaction with Toys "R" Us,
          Inc., a Delaware corporation ("Toys"), pursuant to an
          Acquisition Agreement between the Company and Toys, dated
          as of April 20, 1994 (the "Toys Agreement"). The Toys
          Agreement provides that the Company will transfer all of
          the common stock, par value $.10 per share, of Toys
          ("Toys Shares") held by the Company and its subsidiaries
          and cash to Toys in exchange for Toys Shares with an
          equivalent value, less approximately $115 million. The
          closing of the transaction with Toys is conditioned upon,
          among other things, the disposition of the Company's
          retail operations in a manner to be determined by the
          Company's Board of Directors and the Company receiving a
          private letter ruling from the Internal Revenue Service
          to the effect that the transactions contemplated by the
          Toys Agreement will not give rise to the recognition by
          the Company, its shareholders or Toys of a material
          amount of taxable income (the "IRS Ruling"). The
          Company's obligations under both agreements are also
          conditioned upon, among other things, the Company
          reducing its contingent liabilities, primarily retail
          lease guarantees, to less than $200 million and the
          approval of the transactions contemplated by both
          agreements by the holders of two-thirds of the Company's
          outstanding common shares. As part of the Stock Purchase,
          Buyer will assume a substantial portion of the Company's
          liabilities and the Company will retain certain
          contingent liabilities. Promptly after the closing of the
          transaction with Toys and the Stock Purchase, the Company
          will liquidate and distribute to its shareholders all of
          the Toys Shares received in the exchange, except an
          amount to be held in a liquidating trust to cover the
          Company's contingent liabilities at the closing of the
          Toys transaction. The Buyer's obligations to close the
          Stock Purchase are conditioned upon, among other things,
          its receipt of financing and the Company's receipt of
          sufficient consents from landlords. The Stock Purchase
          may be terminated if it is not consummated by January 31,
          1995.

               Milton Petrie, Chairman of the Board of Directors of
          the Company, who owns approximately 60% of the
          outstanding and 54% of the fully diluted Shares, by act
          of his attorneys-in-fact, has agreed to vote his Shares
          in favor of the Stock Purchase pursuant to a Voting
          Agreement and Proxy, dated as of August 23, 1994, between
          Mr. Petrie and WP.  Mr. Petrie is also party to a Voting
          Agreement and Proxy with Toys, dated as of April 20,
          1994, pursuant to which, by act of his attorneys-in-fact,
          he has agreed to vote his Shares in favor of the
          transactions contemplated by the Toys Agreement. 

               A copy of the Stock Purchase Agreement, dated August
          23, 1994, is filed as Exhibit 10.1 to this Report and is
          incorporated herein by reference.  A copy of the Voting
          Agreement and Proxy, dated August 23, 1994, is filed as
          Exhibit 99.1 to this Report and is incorporated herein by
          reference.  A copy of the Press Release, dated August 23,
          1994, announcing the signing of the Stock Purchase
          Agreement is filed as Exhibit 99.2 to this Report and is
          incorporated herein by reference.  Copies of the Toys
          Agreement, dated April 20, 1994, and the Voting Agreement
          and Proxy, dated April 20, 1994, were previously filed as
          exhibits to the Company's Current report on Form 8-K,
          filed April 22, 1994, and are incorporated herein by
          reference. 
          Item 7.  Financial Statements, Pro Forma
                   Financial Information and Exhibits

               (c)  Exhibits

          Exhibit No.    Description
            
            10.1         Stock Purchase Agreement, dated as of August 23,
                         1994.
           
            99.1         Voting Agreement and Proxy, dated as of
                         August 23, 1994.

            99.2         Press Release, issued August 23, 1994.
          Signatures

                Pursuant to the requirements of the Securities
          Exchange Act of 1934, the Registrant has duly caused this
          report to be signed on its behalf by the undersigned
          thereunto duly authorized.

          Dated:  August 26, 1994

                                 PETRIE STORES CORPORATION

                                 By: /s/ Peter A. Left           
                                    Name:  Peter A. Left
                                    Title: Vice Chairman, Chief
                                           Operating Officer,
                                           Chief Financial Officer
                                           and Secretary

          Exhibit Index

    Exhibit                     Description                      

    10.1                   Stock Purchase                         
                           Agreement, dated as of
                           August 23, 1994.

    99.1                   Voting Agreement and
                           Proxy, dated as of
                           August 23, 1994.

    99.2                   Press Release, issued
                           August 23, 1994.
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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):  August 23, 1994

    PETRIE STORES CORPORATION
    (Exact Name of Registrant as Specified in Charter)

       New York                     1-6166                36-213-7966     
 (State or Other Jurisdiction of   (Commission)        (I.R.S. Employer 
     Incorporation)                File Number)       Identification No.)

    70 Enterprise Avenue, Secaucus, New Jersey                           07084
    (Address of Principal Executive Offices)                         (Zip Code)

    Registrant's telephone number, including area code          (201) 866-3600  

                                    N/A                                   
    (Former Name or Former Address, if Changed Since Last Report)

          Item 5.   Other Events

               On August 23, 1994, Petrie Stores Corporation, a New
          York corporation (the "Company"), entered into a Stock
          Purchase Agreement (the "Stock Purchase Agreement") with
          WP Investors, Inc., a Delaware corporation ("WP").
          Pursuant to the Stock Purchase Agreement, WP and one or
          more of its non-affiliated designees (collectively, the
          "Buyer") will purchase the shares of common stock (the
          "Stock Purchase") in a Delaware subsidiary of the Company
          ("Retail Holding Company"), to which all of the retail
          operations of the Company will have been transferred
          prior to the closing date of the Stock Purchase. The
          purchase price will be $190 million in cash (the
          "Purchase Price"). The closing of the Stock Purchase is
          conditioned upon, among other things, the closing of the
          Company's share exchange transaction with Toys "R" Us,
          Inc., a Delaware corporation ("Toys"), pursuant to an
          Acquisition Agreement between the Company and Toys, dated
          as of April 20, 1994 (the "Toys Agreement"). The Toys
          Agreement provides that the Company will transfer all of
          the common stock, par value $.10 per share, of Toys
          ("Toys Shares") held by the Company and its subsidiaries
          and cash to Toys in exchange for Toys Shares with an
          equivalent value, less approximately $115 million. The
          closing of the transaction with Toys is conditioned upon,
          among other things, the disposition of the Company's
          retail operations in a manner to be determined by the
          Company's Board of Directors and the Company receiving a
          private letter ruling from the Internal Revenue Service
          to the effect that the transactions contemplated by the
          Toys Agreement will not give rise to the recognition by
          the Company, its shareholders or Toys of a material
          amount of taxable income (the "IRS Ruling"). The
          Company's obligations under both agreements are also
          conditioned upon, among other things, the Company
          reducing its contingent liabilities, primarily retail
          lease guarantees, to less than $200 million and the
          approval of the transactions contemplated by both
          agreements by the holders of two-thirds of the Company's
          outstanding common shares. As part of the Stock Purchase,
          Buyer will assume a substantial portion of the Company's
          liabilities and the Company will retain certain
          contingent liabilities. Promptly after the closing of the
          transaction with Toys and the Stock Purchase, the Company
          will liquidate and distribute to its shareholders all of
          the Toys Shares received in the exchange, except an
          amount to be held in a liquidating trust to cover the
          Company's contingent liabilities at the closing of the
          Toys transaction. The Buyer's obligations to close the
          Stock Purchase are conditioned upon, among other things,
          its receipt of financing and the Company's receipt of
          sufficient consents from landlords. The Stock Purchase
          may be terminated if it is not consummated by January 31,
          1995.

               Milton Petrie, Chairman of the Board of Directors of
          the Company, who owns approximately 60% of the
          outstanding and 54% of the fully diluted Shares, by act
          of his attorneys-in-fact, has agreed to vote his Shares
          in favor of the Stock Purchase pursuant to a Voting
          Agreement and Proxy, dated as of August 23, 1994, between
          Mr. Petrie and WP.  Mr. Petrie is also party to a Voting
          Agreement and Proxy with Toys, dated as of April 20,
          1994, pursuant to which, by act of his attorneys-in-fact,
          he has agreed to vote his Shares in favor of the
          transactions contemplated by the Toys Agreement. 

               A copy of the Stock Purchase Agreement, dated August
          23, 1994, is filed as Exhibit 10.1 to this Report and is
          incorporated herein by reference.  A copy of the Voting
          Agreement and Proxy, dated August 23, 1994, is filed as
          Exhibit 99.1 to this Report and is incorporated herein by
          reference.  A copy of the Press Release, dated August 23,
          1994, announcing the signing of the Stock Purchase
          Agreement is filed as Exhibit 99.2 to this Report and is
          incorporated herein by reference.  Copies of the Toys
          Agreement, dated April 20, 1994, and the Voting Agreement
          and Proxy, dated April 20, 1994, were previously filed as
          exhibits to the Company's Current report on Form 8-K,
          filed April 22, 1994, and are incorporated herein by
          reference. 
          Item 7.  Financial Statements, Pro Forma
                   Financial Information and Exhibits

               (c)  Exhibits

          Exhibit No.    Description
            
            10.1         Stock Purchase Agreement, dated as of August 23,
                         1994.
           
            99.1         Voting Agreement and Proxy, dated as of
                         August 23, 1994.

            99.2         Press Release, issued August 23, 1994.
          Signatures

                Pursuant to the requirements of the Securities
          Exchange Act of 1934, the Registrant has duly caused this
          report to be signed on its behalf by the undersigned
          thereunto duly authorized.

          Dated:  August 26, 1994

                                 PETRIE STORES CORPORATION

                                 By: /s/ Peter A. Left           
                                    Name:  Peter A. Left
                                    Title: Vice Chairman, Chief
                                           Operating Officer,
                                           Chief Financial Officer
                                           and Secretary

          Exhibit Index

    Exhibit                     Description                      

    10.1                   Stock Purchase                         
                           Agreement, dated as of
                           August 23, 1994.

    99.1                   Voting Agreement and
                           Proxy, dated as of
                           August 23, 1994.

    99.2                   Press Release, issued
                           August 23, 1994.