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
October 2, 1996
Date of Report (Date of Earliest Event Reported)
BABY SUPERSTORE, INC.
(Exact name of registrant as specified in its charter)
South Carolina 0-24614 57-0527831
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1201 Woods Chapel Road
Duncan, South Carolina 29334
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (864) 968-9292
Item 5. Other Events.
On October 2, 1996, Baby Superstore, Inc., a South
Carolina corporation (the "Company") and Toys "R" Us, Inc., a
Delaware corporation ("Toys"), announced their execution of an
Agreement and Plan of Merger (the "Merger Agreement") pursuant
to which the Company will merge with and into Toys (the "Merg-
er"). As a result of the Merger, Jack P. Tate, Chairman and
Chief Executive Officer of the Company, will receive .5150 of a
share of the common stock, $0.10 par value per share, of Toys
("Toys Stock") for each share of the Company's common stock, no
par value ("Company Common Stock"), and other shareholders of
the Company will receive .8121 of a share of Toys Stock for
each share of Company Common Stock. The Merger is conditioned
upon, among other things, approval by shareholders of the Com-
pany, the effectiveness of Toys' registration statement on Form
S-4 to be filed with the Securities and Exchange Commission,
the acceptance of the Toys Stock to be issued in the Merger for
listing on the New York Stock Exchange, subject to official
notice of issuance, and the expiration of any waiting period
applicable to the Merger under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976. The Merger is also conditioned upon
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 rec-
ognized by Toys, the Company, or, subject to the discussion below,
the shareholders of the Company, as a result of the Merger.
While not free from doubt, a shareholder of the Company may be
required to recognize income equal to the excess of the value of
.8121 of a share of Toys Stock over the blended per share value of
the total consideration paid in the Merger times the number of
shares of Company Common Stock held by such shareholder.
Concurrently with the Merger Agreement, Jack P. Tate
and Linda M. Robertson, President of the Company, entered into
a Shareholders Agreement with Toys (the "Shareholders Agree-
ment") whereby, among other things, Jack P. Tate has agreed to
vote, and has granted Toys "R" Us an irrevocable proxy to vote,
his approximately 46.8% of Company Common Stock in favor of the
Merger.
The above descriptions of the Merger Agreement and
the Shareholders Agreement are qualified in their entirety by
reference to the Merger Agreement and the Shareholders
Agreement, which are filed herewith as Exhibits 1 and 2,
respectively, and incorporated herein by reference.
A copy of the joint press release, dated October 2,
1996, issued by the Company and Toys relating to the Merger is
attached as Exhibit 3 hereto and is incorporated herein by ref-
erence.
-2-
Item 7. Financial Statements and Exhibits.
1. Agreement and Plan of Merger among Toys "R" Us,
Inc., Baby Superstore, Inc. and Jack P. Tate
dated as of October 1, 1996.
2. Shareholders Agreement, dated October 1, 1996 by
and among Toys "R" Us, Inc., Jack P. Tate and
Linda M. Robertson.
3. Joint Press Release, dated October 2, 1996, re-
lating to the transactions with Toys "R" Us,
Inc.
-3-
SIGNATURES
Pursuant to the requirements of the Securities Ex-
change Act of 1934, the Company has duly caused this report to
be signed on its behalf by the undersigned hereunto duly au-
thorized.
BABY SUPERSTORE, INC.
By: /s/ Jodi L. Taylor
Name: Jodi L. Taylor
Title: Chief Financial Officer
Date: October 11, 1996
-4-
EXHIBIT INDEX
Exhibit
No. Description
1. Agreement and Plan of Merger among Toys "R"
Us, Inc., Baby Superstore, Inc. and Jack P.
Tate dated as of October 1, 1996.
2. Shareholders Agreement, dated October 1, 1996
by and among Toys "R" Us, Inc., Jack P. Tate
and Linda M. Robertson.
3. Joint Press Release, dated October 2, 1996,
relating to the transactions with Toys "R"
Us, Inc.