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):
February 3, 1997
BABY SUPERSTORE, INC.
(Exact Name of Registrant as Specified in its Charter)
SOUTH CAROLINA 0-24614 57-0527831
(State or Other (Commission (I.R.S. Employer
Jurisdiction File Number) Identification Number)
of Incorporation)
1201 WOODS CHAPEL ROAD
DUNCAN, SOUTH CAROLINA 29334
(Address of principal executive offices) (zip code)
(864) 968-9292
(Registrant's telephone number, including area code)
NOT APPLICABLE
(Former name or former address, if changed since last report)
ITEM 1. CHANGES IN CONTROL OF REGISTRANT.
On February 3, 1997, pursuant to the terms of the Agreement and Plan
of Merger, dated as of October 1, 1996, and as amended and restated as of
December 26, 1996 (the "Merger Agreement"), among Toys "R" Us, Inc., a Delaware
corporation ("Toys "R" Us"), BSST Acquisition Corp., a South Carolina
corporation and wholly owned subsidiary of Toys "R" Us ("Sub"), Baby Superstore,
Inc., a South Carolina corporation ("Baby Superstore"), and Jack P. Tate, Sub
was merged with and into Baby Superstore, with Baby Superstore continuing as the
surviving corporation and becoming a wholly owned subsidiary of Toys "R" Us (the
"Merger").
In connection with the Merger, (i) each outstanding share of common
stock, without par value, of Baby Superstore ("Baby Superstore Common Stock"),
other than shares owned by Mr. Tate, was converted into the right to receive
0.8121 of a share of common stock, par value $.01 per share, of Toys "R" Us
("Toys "R" Us Common Stock") and (ii) each share of Baby Superstore Common Stock
owned by Mr. Tate was converted into the right to receive 0.5150 of a share of
Toys "R" Us Common Stock.
The terms of the Merger are more fully described in the definitive
Proxy Statement on Schedule 14A filed by Baby Superstore with the Securities and
Exchange Commission on January 2, 1997.
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ITEM 7. EXHIBITS
2. Agreement and Plan of Merger, dated as of October
1, 1996, and as amended and restated as of
December 26, 1996, among Toys "R" Us, Inc., BSST
Acquisition Corp., Baby Superstore, Inc. and Jack
P. Tate (incorporated by reference to Exhibit 2 to
Toys "R" Us' Registration Statement on Form S-4,
File No. 333-18863).
10. Shareholders Agreement, dated October 1, 1996, by
and among Toys "R" Us, Inc., Jack P. Tate and
Linda M. Robertson (Exhibit 2 to Baby Superstore's
Current Report on Form 8-K, dated October 2, 1996,
File No. 0-24614).
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SIGNATURE
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 hereunto duly authorized.
BABY SUPERSTORE, INC.
By:/s/ Jodi L. Taylor
---------------------
Jodi L. Taylor
Chief Financial Officer
and Treasurer
Dated: February 13, 1997
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EXHIBIT INDEX
Pursuant to Item 601 of Regulation S-K
Sequentially
Exhibit No. Description of Exhibit Numbered
- ----------- ---------------------- --------
2. Agreement and Plan of Merger,
dated as of October 1, 1996,
and as amended and restated *
as of December 26, 1996, among
Toys "R" Us, Inc., BSST Acquisition
Corp., Baby Superstore, Inc. and
Jack P. Tate
10. Shareholders Agreement, dated
October 1, 1996, by and among Toys *
"R" Us, Inc., Jack P. Tate and
Linda M. Robertson
- ----------
* Incorporated by Reference