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FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 33-60059
SUBJECT TO COMPLETION
JUNE 13, 1995
PROSPECTUS SUPPLEMENT
(To Prospectus Dated June 13, 1995)
$000,000,000
THE TJX COMPANIES, INC.
% NOTES DUE JUNE 1, 2005
Interest on the Notes is payable on June 1 and December 1 of each year,
commencing December 1, 1995. The Notes will not be redeemable prior to maturity.
See "Description of Notes".
The Notes will be represented by one or more Global Notes (collectively, the
"Global Note") registered in the name of a nominee of The Depository Trust
Company, as Depositary. Beneficial interests in the Global Note will be shown
on, and transfers thereof will be effected only through, records maintained by
the Depositary and its Participants. Except as described in "Description of
Notes--Book-Entry System", owners of beneficial interests in the Global Note
will not be entitled to receive Notes in definitive form and will not be
considered the owners or Holders thereof. Settlement for the Notes will be made
in immediately available funds. So long as the Global Note is registered in the
name of the Depositary or its nominee, the Global Note will trade in the
Depositary's Same-Day Funds Settlement System and secondary market trading
activity in the Notes will therefore settle in immediately available funds. See
"Description of Notes--Same Day Settlement and Payment".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT(2) COMPANY(1)(3)
Per Note.............................. 100.00% % %
Total................................. $000,000,000 $000,000 $000,000,000
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(1) Plus accrued interest, if any, from June , 1995.
(2) The TJX Companies, Inc. has agreed to indemnify the Underwriters against
certain liabilities, including liabilities under the Securities Act of 1933.
(3) Before deducting expenses payable by The TJX Companies, Inc. estimated to be
$ .
The Notes are offered subject to receipt and acceptance by the Underwriters, to
prior sale and to the Underwriters' right to reject any order in whole or in
part and to withdraw, cancel or modify the offer without notice. It is expected
that delivery of the Notes will be made through the facilities of The Depository
Trust Company on or about June , 1995.
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SALOMON BROTHERS INC
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The date of this Prospectus Supplement is June , 1995.
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES OFFERED
HEREBY OR OF OTHER DEBT SECURITIES OF THE COMPANY AT A LEVEL ABOVE THAT WHICH
MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY
BE DISCONTINUED AT ANY TIME.
THE COMPANY
The TJX Companies, Inc. ("TJX" or the "Company") is a major off-price
specialty apparel retailer. TJX operates its off-price businesses through the
T.J. Maxx and Winners Apparel Ltd. ("Winners") family apparel chains, the
HomeGoods chain of off-price home fashions stores, the Hit or Miss chain of
women's specialty stores and the Chadwick's of Boston ("Chadwick's") mail-order
catalogs. T.J. Maxx, HomeGoods, Hit or Miss and Chadwick's operate in the United
States and Winners operates in Canada. TJX is also developing T.K. Maxx, an
off-price family apparel concept in the United Kingdom.
TJX strives to provide value to its customers by delivering brand names,
fashion, quality and price. During the fiscal year ended January 28, 1995, TJX'
stores derived 31.0% of their sales in the Northeast, 23.4% from the Midwest,
28.3% from the South, 1.6% from the Central States, 12.0% from the West and 3.7%
from Canada.
The greatest share of sales volume is done through the T.J. Maxx chain,
which operates 565 stores in 48 states, with an average store size of 28,000
gross square feet. T.J. Maxx sells a broad range of brand name family apparel,
accessories, women's shoes, domestics, giftware and jewelry at prices generally
20% to 60% below department and specialty store regular prices. Chadwick's
sells, through its mail-order catalogs, women's career and casual fashion
apparel priced significantly below department store regular prices. Hit or Miss,
with 477 stores averaging 4,000 square feet, is a chain of off-price women's
specialty apparel stores featuring women's brand name and private label fashions
including both wear-to-work and weekend wear. Winners is a Canadian off-price
family apparel retailer, which operates 42 stores in Canada. HomeGoods, an
off-price business which TJX began testing in fiscal 1993, sells domestics,
giftware and other home fashions and operates a total of 22 stores. T.K. Maxx,
the newest TJX venture, operates 6 off-price family apparel stores in the United
Kingdom. All figures herein relating to numbers of stores are as of May 27,
1995.
The current retail environment is extremely competitive, which is causing
consolidation through acquisitions and divestments. As a major retailer, TJX has
historically analyzed such possibilities and will continue to do so.
SELECTED CONSOLIDATED FINANCIAL INFORMATION
The following selected consolidated financial information of the Company
and its subsidiaries should be read in conjunction with the detailed information
and consolidated financial statements and notes thereto included in the
documents described under "Incorporation of Documents by Reference" in the
Prospectus. The unaudited interim consolidated financial information reflects
all adjustments, consisting of normal accruals, which are in the opinion of the
Company necessary for a fair presentation of the results of operations for the
interim periods presented. Results for interim periods are not necessarily
indicative of the results for the entire year.
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THIRTEEN WEEKS ENDED
FISCAL YEAR ENDED --------------------
-------------------------------------------------------- APRIL APRIL
JAN. 26, JAN. 25, JAN. 30, JAN. 29, JAN. 28, 30, 29,
1991 1992 1993 1994 1995 1994 1995
-------- -------- -------- -------- -------- -------- --------
(UNAUDITED)
(DOLLARS IN MILLIONS, EXCEPT PER SHARE AMOUNTS)
INCOME STATEMENT DATA:
Net sales.............................. $2,446.3 $2,757.7 $3,261.2 $3,626.6 $3,842.8 $ 851.7 $ 911.6
Operating income(1).................... 162.5 167.9 234.1 266.7 210.2 47.9 34.9
Income from continuing operations...... 74.1 70.1 104.0 127.0 82.6 19.4 8.1
Income (loss) from discontinued
operations, net of income taxes(2)... -- (50.0) -- -- -- -- --
Other items, net of income taxes(3).... -- -- (1.2) (2.6) -- -- --
-------- -------- -------- -------- -------- -------- --------
Net income............................. $ 74.1 $ 20.1 $ 102.8 $ 124.4 $ 82.6 $ 19.4 $ 8.1
======== ======== ======== ======== ======== ======== ========
Income (loss) per share:
Continuing operations.............. $ 1.06 $ 1.00 $ 1.40 $ 1.62 $ 1.03 $ 0.24 $ 0.09
Discontinued operations............ -- (0.71) -- -- -- -- --
Net income......................... 1.06 0.29 1.38 1.58 1.03 0.24 0.09
Dividends per common share............. 0.46 0.46 0.46 0.50 0.56 0.14 0.14
Weighted average shares in millions.... 72.9 70.1 73.9 74.2 73.5 74.1 72.5
Ratio of earnings to fixed
charges(4)........................... 2.85x 2.69x 3.27x 3.82x 2.54x 2.50x 1.58x
CASH FLOW DATA:
Earnings before interest, taxes
depreciation and amortization from
continuing operations................ $ 197.6 $ 205.3 $ 262.3 $ 297.3 $ 244.2 $ 56.8 $ 45.0
Capital expenditures................... 79.0 89.5 107.9 125.8 127.8 24.4 26.8
BALANCE SHEET DATA:
Working capital........................ $ 230.4 $ 171.6 $ 245.3 $ 290.2 $ 287.9 $ 293.3 $ 278.7
Total assets........................... 1,047.3 1,105.3 1,305.1 1,427.4 1,638.2 1,518.2 1,824.8
Long-term debt......................... 308.6 307.4 179.8 210.9 239.5 209.8 238.5
Retained earnings (deficit)............ (58.3) (38.1) 44.7 125.2 159.1 131.8 155.3
Shareholders' equity................... 270.5 260.5 505.2 590.9 607.0 597.9 602.7
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(1) Operating income is the pre-tax income from the business segments before
interest and general corporate items.
(2) The fiscal year ended January 25, 1992 includes a $50 million after-tax
reserve adjustment for discontinued operations, relating to the Company's
former Zayre Stores Division. The Zayre Stores Division was sold to Ames
Department Stores, Inc. ("Ames") in October 1988. In April 1990, Ames filed
for protection from creditors under Chapter 11 of the Federal Bankruptcy
Code. TJX believes that its existing reserves should be adequate to cover
all reasonably expected liabilities that it may incur as a result of the
Ames bankruptcy.
(3) Other items for the fiscal year ended January 30, 1993 includes an
extraordinary after-tax loss of $1.2 million due to the defeasance of TJX's
$50 million 8 1/8% promissory notes. Other items for the year ended January
29, 1994 includes an after-tax charge of $2.6 million for the cumulative
effect of accounting changes.
(4) For purposes of computing the ratio of earnings to fixed charges, "earnings"
represent income from continuing operations plus provision for taxes,
interest expense and a portion of rentals, which is considered
representative of the interest factor. "Fixed charges" represents interest
expense, capitalized interest, and the interest portion of rentals.
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USE OF PROCEEDS
TJX may use the net proceeds from the sale of the Notes offered hereby for
any or all of the following purposes: (i) payment of scheduled maturities of $31
million in principal amount of long-term debt maturing within the next 12 months
and bearing interest at an average rate of 9.35%, (ii) up to $125 million of new
store and other capital expenditures scheduled during the current fiscal year,
and (iii) general corporate purposes. Initially, a portion of the net proceeds
may be used to repay a portion of outstanding short-term debt ($209 million in
principal amount at May 27, 1995) bearing interest at an average annual rate of
6.37%.
DESCRIPTION OF NOTES
The following description of the particular terms of the Notes supplements
the description of the general terms and provisions of the Debt Securities set
forth in the accompanying Prospectus, to which reference is hereby made.
GENERAL
The Notes will be issued as a separate series of Debt Securities under an
indenture, dated as of September 15, 1993 (the "Indenture"), between the Company
and The First National Bank of Chicago, as trustee (the "Trustee"). The Notes
will be limited to [$000,000,000] aggregate principal amount and are issuable in
fully registered form only, in denominations of $1,000 and integral multiples
thereof. The Notes will mature on June 1, 2005.
Interest on the Notes will accrue from June 1, 1995 at the rate of % per
annum, payable semi-annually on June 1 and December 1, commencing December 1,
1995, and at maturity (each an "Interest Payment Date"), to the persons in whose
names the Notes are registered at the close of business on the May 15 or
November 15 next preceding the Interest Payment Date. Principal of and interest
on the Notes will be payable at the Corporate Trust Office of the Trustee in
Chicago, Illinois or at the office or agency of the Company maintained for such
purposes in the Borough of Manhattan, the City of New York, provided that
payment of interest may be made at the option of the Company by check mailed on
any Interest Payment Date to the registered holders at the close of business on
the May 15 or November 15 next preceding such Interest Payment Date. See "Book-
Entry System" and "Same-Day Settlement and Payment."
REDEMPTION
The Notes will not be redeemable by the Company prior to maturity.
BOOK-ENTRY SYSTEM
The Notes will be issued in the form of one or more fully registered global
securities (collectively, the "Global Note") which will be deposited with, or on
behalf of, The Depository Trust Company, New York, New York (the "Depositary")
and registered in the name of the Depositary's nominee. Except as set forth
below, the Global Note may be transferred, in whole and not in part, only by the
Depositary to a nominee of the Depositary, by a nominee of the Depositary to the
Depositary or another nominee of the Depositary, or by the Depositary or any
nominee to a successor depositary or any nominee of such successor.
The Depositary has advised the Company and the Underwriters as follows: the
Depositary is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York Banking
Law, a member of the Federal Reserve System, a "clearing corporation" within the
meaning of the New York Uniform Commercial Code, and a "clearing agency"
registered pursuant to the provisions of Section 17A of the Securities Exchange
Act of 1934. The Depositary holds securities that its participants
("Participants") deposit with the Depositary. The Depositary also facilitates
the settlement among Participants of securities transac-
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tions, such as transfers and pledges, in deposited securities through electronic
computerized book-entry changes in Participants' accounts, thereby eliminating
the need for physical movement of securities certificates. Direct Participants
("Direct Participants") include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations. The
Depositary is owned by a number of its Direct Participants and by the New York
Stock Exchange, Inc., the American Stock Exchange, Inc., and the National
Association of Securities Dealers, Inc. Access to the Depositary's system is
also available to others such as securities brokers and dealers, banks, and
trust companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants"). The
Rules applicable to the Depositary and its Participants are on file with the
Securities and Exchange Commission.
Purchases of Notes under the Depositary's system must be made by or through
Direct Participants, which will receive a credit for the Notes on the
Depositary's records. The ownership interest of each actual purchaser of each
Note ("Beneficial Owner") is in turn to be recorded on the Direct and Indirect
Participants' records. Beneficial Owners will not receive written confirmation
from the Depositary of their purchase, but Beneficial Owners are expected to
receive written confirmations providing details of the transactions, as well as
periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Notes are to be accomplished by entries made on the
books of Participants acting on behalf of Beneficial Owners. Beneficial Owners
will not receive certificates representing their ownership interest in Notes,
except in the event that use of the book-entry system for the Notes is
discontinued.
To facilitate subsequent transfers, all Notes deposited by Participants
with the Depositary are registered in the name of the Depositary's partnership
nominee, Cede & Co. The deposit of Notes with the Depositary and their
registration in the name of Cede & Co. effect no change in beneficial ownership.
The Depositary has no knowledge of the actual Beneficial Owners of the Notes;
the Depositary's records reflect only the identity of the Direct Participants to
whose accounts such Notes are credited, which may or may not be the Beneficial
Owners. The Participants will remain responsible for keeping account of their
holdings on behalf of their customers.
Conveyance of notices and other communications by the Depositary to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed by
arrangements among them, subject to any statutory or regulatory requirements as
may be in effect from time to time.
Neither the Depositary nor Cede & Co. will consent or vote with respect to
Notes. Under its usual procedures, the Depositary mails an Omnibus Proxy to the
Company as soon as possible after the record date. The Omnibus Proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants to whose
accounts the Notes are credited on the record date (identified in a listing
attached to the Omnibus Proxy).
Principal and interest payments on the Notes will be made to the
Depositary. The Depositary's practice is to credit Direct Participants' accounts
on payable date in accordance with their respective holdings shown on the
Depositary's records unless the Depositary has reason to believe that it will
not receive payment on payable date. Payments by Participants to Beneficial
Owners will be governed by standing instructions and customary practices, as is
the case with securities held for the accounts of customers in bearer form or
registered in "street name," and will be the responsibility of such Participant
and not of the Depositary, the Trustee, or the Company, subject to any statutory
or regulatory requirements as may be in effect from time to time. Payment of
principal and interest to the Depositary is the responsibility of the Company or
the Trustee, disbursement of such payments to Direct Participants shall be the
responsibility of the Depositary, and disbursement of such payments to the
Beneficial Owners shall be the responsibility of Direct and Indirect
Participants.
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The Depositary may discontinue providing its services as securities
depositary with respect to the Notes at any time by giving reasonable notice to
the Company or the Trustee. Under such circumstances, in the event that a
successor securities depositary is not obtained, Note certificates are required
to be printed and delivered.
The Company may decide to discontinue use of the system of book-entry
transfers through the Depositary (or a successor securities depositary). In that
event, Note certificates will be printed and delivered.
The Global Note representing all but not part of the Notes is exchangeable
for Notes in definitive form of like tenor and terms if (i) the Depositary
notifies the Company that it is unwilling or unable to continue as depositary
for such Global Note or if at any time the Depositary ceases to be a clearing
agency registered under the Securities Exchange Act of 1934 and, in either case,
a successor depositary is not appointed by the Company within 90 days of the
occurrence of such ineligibility, (ii) the Company in its discretion at any time
determines not to have all of the Notes represented by the Global Note and
notifies the Trustee thereof, or (iii) an Event of Default has occurred and is
continuing with respect to the Notes. The Global Note exchangeable pursuant to
the preceding sentence shall be exchangeable for Notes issuable in authorized
denominations and registered in such names as the Depositary holding such Global
Note shall direct. Subject to the foregoing, a Global Note is not exchangeable,
except for a Note or Notes of the same aggregate denominations to be registered
in the name of the Depositary or its nominee or in the name of a successor of
the Depositary or a nominee of such successor.
The information in this section concerning the Depositary and the
Depositary's book-entry system has been obtained from sources that the Company
believes to be reliable, but the Company takes no responsibility for the
accuracy thereof.
SAME-DAY SETTLEMENT AND PAYMENT
Settlement for the Notes will be made by the Underwriters in immediately
available or same-day funds. So long as the Notes are represented by the Global
Note, all payments of principal and interest will be made by the Company in
immediately available funds.
Secondary trading in notes and debentures of corporate issuers is generally
settled in clearing-house or next-day funds. In contrast, so long as the Notes
are represented by the Global Note registered in the name of the Depositary or
its nominee, the Notes will trade in the Depositary's Same-Day Funds Settlement
System, and secondary market trading activity in the Notes represented by the
Global Note will therefore be required by the Depositary to settle in
immediately available or same-day funds. No assurance can be given as to the
effect, if any, of settlement in same-day funds on trading activity in the
Notes.
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UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting
Agreement, the Company has agreed to sell to each of the Underwriters named
below (the "Underwriters"), and each of the Underwriters has severally agreed to
purchase, the principal amount of the Notes set forth opposite its name below:
PRINCIPAL AMOUNT
UNDERWRITER OF NOTES
-------------------------------------------------------------------- ----------------
Salomon Brothers Inc................................................ $
BA Securities, Inc..................................................
First Chicago Capital Markets, Inc..................................
------------
Total.......................................................... $000,000,000
============
Under the terms and conditions of the Underwriting Agreement, the
Underwriters are committed to take and pay for all of the Notes, if any are
taken.
The Underwriters propose to offer the Notes in part directly to retail
purchasers at the initial public offering price set forth on the cover page of
this Prospectus Supplement, and in part to certain securities dealers at such
price less a concession of % of the principal amount of the Notes. The
Underwriters may allow, and such dealers may reallow, a concession not to exceed
% of the principal amount of the Notes to certain brokers and dealers.
After the Notes are released for sale to the public, the offering price and
other selling terms may from time to time be varied by the Underwriters.
The Notes are a new issue of securities with no established trading market.
The Company has been advised by the Underwriters that the Underwriters intend to
make a market in the Notes but are not obligated to do so and may discontinue
market making at any time without notice. No assurance can be given as to the
liquidity of the trading market for the Notes.
The Company has agreed to indemnify the Underwriters against certain
liabilities, including liabilities under the Securities Act of 1933.
From time to time, the Underwriters and their affiliates perform investment
banking, commercial banking and other financial services for the Company and its
affiliates.
LEGAL OPINIONS
The validity of the Notes will be passed upon for the Company by Ropes &
Gray, Boston, Massachusetts, and for the Underwriters by Latham & Watkins, New
York, New York.
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PROSPECTUS
$250,000,000
[COMPANY LOGO]
DEBT SECURITIES
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The TJX Companies, Inc. ("TJX" or the "Company") intends to issue from time
to time up to $250,000,000 aggregate principal amount of its debt securities
(the "Debt Securities"), or if any Debt Securities are issued at an original
issue discount, such greater amount as shall result in net proceeds to TJX of
$250,000,000, which will be offered to the public on terms determined by market
conditions at the time of sale. The Debt Securities may be issued in one or more
series with the same or various maturities at par, at a premium, or with an
original issue discount. When particular Debt Securities are offered, a
prospectus supplement ("Prospectus Supplement"), together with this Prospectus,
will be delivered setting forth the terms of such Debt Securities, including,
where applicable, the specific designation, aggregate principal amount,
denominations, maturity, rate and taxability of any interest (or manner of
calculation thereof) and time of payment thereof, any redemption provisions, the
initial public offering price and any other specific terms in connection with
the offering and sale of such Debt Securities. Each Debt Security will be
represented by either a permanent Global Security (a "Global Debt Security")
registered in the name of The Depository Trust Company, as Depositary (the
"Depositary"), or a nominee of the Depositary (each such Debt Security
represented by a Global Debt Security being referred to herein as a "Book-Entry
Debt Security"), or a certificate issued in definitive form and registered in
the name of the holder or its nominee (each such Debt Security represented by a
certificate issued in definitive form, a "Certificated Debt Security"), as set
forth in the applicable Prospectus Supplement. Interests in Book-Entry Debt
Securities will be shown on, and transfer thereof will be effected only through,
records maintained by the Depositary and its participants. Book-Entry Debt
Securities will not be issuable as Certificated Debt Securities except under the
circumstances described herein.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
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The Company may sell Debt Securities through underwriters, dealers or
agents, or directly to one or more purchasers. The Prospectus Supplement will
set forth the names of underwriters, dealers or agents, if any, any applicable
commissions or discounts and the net proceeds to the Company from any such sale.
See "Plan of Distribution" for possible indemnification arrangements for
underwriters, dealers, agents and purchasers.
June 13, 1995
9
NO DEALER, SALESMAN, OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY TJX OR ANY UNDERWRITER, DEALER OR AGENT. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN
IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF TJX SINCE THE DATE
HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION
OF AN OFFER TO BUY SECURITIES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS
UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION.
------------------------
AVAILABLE INFORMATION
TJX is subject to the informational requirements of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), and, in accordance therewith,
files periodic reports, proxy materials and other information with the
Securities and Exchange Commission (the "Commission"). Such reports, proxy
materials and other information filed by TJX can be inspected and copied at the
public reference facilities maintained by the Commission at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's regional offices at 7
World Trade Center, 13th Floor, New York, New York 10048, and Citicorp Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511. Copies of
such material can be obtained from the Public Reference Section of the
Commission at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Washington,
D.C. 20549, at prescribed rates. In addition, similar information concerning TJX
can be inspected at the New York Stock Exchange, Inc., 20 Broad Street, New
York, New York 10005.
This Prospectus constitutes a part of a Registration Statement on Form S-3
(together with all amendments and exhibits thereto, the "Registration
Statement") filed by TJX with the Commission under the Securities Act of 1933,
as amended (the "Securities Act"), with respect to the securities offered
hereby. This Prospectus does not contain all the information included in the
Registration Statement, certain parts of which are omitted in accordance with
the rules and regulations of the Commission. For further information, reference
is made to such Registration Statement and to the exhibits thereto.
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INCORPORATION OF DOCUMENTS BY REFERENCE
TJX's Annual Report on Form 10-K for the fiscal year ended January 28, 1995
and TJX's Quarterly Report on Form 10-Q for the thirteen weeks ended April 29,
1995 are incorporated in this Prospectus by reference. All documents filed by
the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
after the date of this Prospectus and prior to the termination of the offering
made hereby shall be incorporated by reference into this Prospectus and shall be
deemed to be a part of this Prospectus from the date of filing of such
documents. See "Available Information." Any statement contained in a document
incorporated herein by reference shall be deemed to be modified or superseded to
the extent that a statement contained in this Prospectus or in any other
subsequently filed incorporated document or Prospectus Supplement modifies or
supersedes such statement. TJX will provide, upon request, without charge to
each person to whom a copy of this Prospectus has been delivered, a copy of any
or all of the documents that have been or may be incorporated in this Prospectus
by reference, other than certain exhibits to such documents. Requests for such
copies should be directed to: The TJX Companies, Inc., 770 Cochituate Road,
Framingham, Massachusetts 01701 (telephone 508 390-2309), Attention: Sherry
Lang, Manager of Investor Relations.
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THE TJX COMPANIES, INC.
TJX is a major off-price specialty apparel retailer. TJX operates its
off-price businesses through the T.J. Maxx, HomeGoods and Hit or Miss chains and
the Chadwick's of Boston ("Chadwick's") mail order catalog in the United States,
and the Winners Apparel Ltd. ("Winners") chain in Canada. TJX is also developing
T.K. Maxx, an off-price apparel concept in the United Kingdom.
TJX was incorporated in the State of Delaware in April 1962. Its principal
executive offices are located at 770 Cochituate Road, Framingham, Massachusetts
01701, (Telephone 508 390-1000).
RATIO OF EARNINGS TO FIXED CHARGES (UNAUDITED)
THIRTEEN WEEKS FISCAL YEAR ENDED
ENDED -------------------------------------------
-------------------- JAN. JAN. JAN. JAN. JAN.
APRIL 30, APRIL 29, 26, 25, 30, 29, 28,
1994 1995 1991 1992 1993 1994 1995
--------- --------- ------- ------- ------- ------- -------
Ratio of Earnings to Fixed
Charges........................ 2.50x 1.58x 2.85x 2.69x 3.27x 3.82x 2.54x
For the purpose of computing the consolidated ratio of earnings to fixed
charges, earnings represent income from continuing operations plus provision for
taxes, interest expense and a portion of rentals which is considered
representative of the interest factor. "Fixed charges" represents interest
expense, capitalized interest, and the interest portion of rentals.
USE OF PROCEEDS
The net proceeds from the sale of the Debt Securities may be applied by TJX
for any or all of the following purposes: repayment of scheduled maturities of
outstanding long-term debt maturing through January 1998 in the approximate
amount of $93 million, new store and other capital expenditures and general
corporate purposes.
DESCRIPTION OF DEBT SECURITIES
The Debt Securities offered hereby are to be issued under an Indenture,
dated as of September 15, 1993 (the "Indenture"), between TJX and The First
National Bank of Chicago, as Trustee (the "Trustee"). The following summary of
certain provisions of the Indenture, a copy of which was filed as an exhibit to
the Registration Statement, does not purport to be complete and is subject to,
and is qualified in its entirety by reference to, all provisions of the
Indenture, including the definition therein of certain terms. Wherever
particular sections or defined terms of the Indenture are referred to, it is
intended that such sections or defined terms shall be incorporated herein by
reference.
GENERAL
The Debt Securities will rank equally with all other unsecured and
unsubordinated indebtedness of TJX.
The Debt Securities that may be offered under the Indenture are not limited
in amount. As of June 1, 1995, TJX had an aggregate of $57,500,000 in principal
amount of Debt Securities outstanding under the Indenture.
The Debt Securities may be issued in one or more series with the same or
various maturities, at par, at a premium, or with an original issue discount.
The Prospectus Supplement will set forth the initial offering price, the
aggregate principal amount and the following terms of the Debt Securities in
respect of which this Prospectus is delivered: (1) the title of such Debt
Securities; (2) any limit on the aggregate principal amount of such Debt
Securities; (3) the date or dates on which principal on such Debt Securities
will be payable; (4) the rate or rates and, if applicable, the method used to
determine the rate including any commodity, commodity index, stock exchange
index or financial index, at which such Debt Securities will bear interest, if
any, the date or dates from which such interest will accrue, the dates on which
such interest shall be payable
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and the record date for the interest payable on any interest payment date; (5)
the place or places where principal of, premium, if any, and interest on such
Debt Securities will be payable; (6) the period or periods within which, the
price or prices at which and the terms and conditions upon which the Debt
Securities may be redeemed; (7) the obligation, if any, of the Company to redeem
or purchase the Debt Securities pursuant to any sinking fund or analogous
provisions or at the option of a holder thereof; (8) the denominations of such
Debt Securities, if other than denominations of $1,000 and any integral multiple
thereof; (9) the portion of principal amount of such Debt Securities that shall
be payable upon acceleration, if other than the principal amount thereof; (10)
the currency of denomination of such Debt Securities; (11) the designation of
the currency or currencies in which payment of principal of and interest on such
Debt Securities will be made; (12) the manner in which the amounts of payment of
principal of premium, if any, or interest on such Debt Securities will be
determined, if such amounts may be determined by reference to an index based on
a currency or currencies other than that in which the Debt Securities are
denominated or designated to be payable or by reference to a commodity,
commodity index, stock exchange index or financial index; (13) if payments of
principal of, premium, if any, or interest on the Debt Securities are to be made
in currency other than the denominated currency, the manner in which the
exchange rate with respect to such payments will be determined; (14) any other
terms of such Debt Securities, which other terms will not be inconsistent with
the provisions of the Indenture; and (15) any depositaries, interest rate
calculation agents, exchange rate calculation agents or other agents with
respect to the Debt Securities other than those originally appointed. (Indenture
sec.2.2) The Prospectus Supplement will set forth any federal income tax,
accounting or special considerations applicable to the Debt Securities.
PAYMENT OF INTEREST AND EXCHANGE
Each Debt Security will be issued as a Certificated Debt Security,
registered in the name of the holder or its nominee, or as a Book-Entry Debt
Security represented by a Global Debt Security registered in the name of the
Depositary or its nominee.
Certificated Debt Securities
Principal of, premium, if any, and interest on Certificated Debt Securities
will be payable to the Holders thereof at the principal office of the Trustee in
Chicago, Illinois, or at any paying agency, as defined in the Indenture,
maintained at the time by TJX for such purpose. At the option of TJX, payment of
interest on Certificated Debt Securities may be made by check mailed to the
address of the record holder thereof (the "Holder") as of the applicable record
date as such address appears in the Certificated Debt Securities Register.
Certificated Debt Securities may be transferred or exchanged at the
aforementioned Trustee's office or paying agencies in accordance with the terms
of the Indenture. No service charge will be made for any transfer or exchange of
Certificated Debt Securities, but TJX may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.
Certificated Debt Securities will not be exchangeable for Book-Entry Debt
Securities, except under the circumstances described below under "Global Debt
Securities and Book-Entry System." (Indenture sec.sec.2.4 and 2.7)
The transfer of Certificated Debt Securities and the right to the principal
of premium, if any, and interest on such Certificated Debt Securities may be
effected only by surrender of the old certificate representing such Certificated
Debt Securities and either reissuance by TJX or the Trustee of the old
certificate to the new Holder or the issuance by TJX or the Trustee of a new
certificate to the new Holder.
Global Debt Securities and Book-Entry System
Upon issuance, all Book-Entry Debt Securities having the same Issue Date,
interest rate, if any, amortization schedule, if any, maturity date and other
terms, if any, will be represented by one or more Global Debt Securities. Each
Global Debt Security representing Book-Entry Debt Securities will be deposited
with, or on behalf of, the Depositary, and registered in the name of the
Depositary or a nominee of the Depositary. Book-Entry Debt Securities will not
be exchangeable for Certificated Debt Securities and will not otherwise be
issuable as Certificated Debt Securities.
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The procedures that the Depositary has indicated it intends to follow with
respect to Book-Entry Debt Securities are set forth below.
Ownership of beneficial interests in a Book-Entry Debt Securities will be
limited to persons that have accounts with the Depositary for the related Global
Debt Security ("participants") or persons that may hold interests through
participants. Upon the issuance of a Global Debt Security, the Depositary will
credit, on its book-entry registration and transfer system, the participants'
accounts with the respective principal amounts of the Book-Entry Debt Securities
represented by such Global Debt Security beneficially owned by such
participants. The accounts to be credited shall be designated by any dealers,
underwriters or agents participating in the distribution of such Book-Entry Debt
Securities. Ownership of Book-Entry Debt Securities will be shown on, and the
transfer of such ownership interests will be effected only through, records
maintained by the Depositary for the related Global Debt Security (with respect
to interests of participants) and on the records of participants (with respect
to interests of persons holding through participants). The laws of some states
may require that certain purchasers of securities take physical delivery of such
securities in definitive form. Such limits and such laws may impair the ability
to own, transfer or pledge beneficial interests in Book-Entry Debt Securities.
So long as the Depositary, or its nominee, is the registered owner of such
Global Debt Security, the Depositary or such nominee, as the case may be, will
be considered the sole owner or holder of the Book-Entry Debt Securities
represented by such Global Debt Security for all purposes under the Indenture.
Except as set forth below, owners of Book-Entry Debt Securities will not be
entitled to have such securities registered in their names, will not receive or
be entitled to receive physical delivery of a certificate in definitive form
representing such securities and will not be considered the owners or holders
thereof under the Indenture. Accordingly, each person owning Book-Entry Debt
Securities must rely on the procedures of the Depositary and, if such person is
not a participant, on the procedures of the participant through which such
person owns its interest, to exercise any rights of a holder under the
Indenture. TJX understands that under existing industry practices, if TJX
requests any action of holders or if an owner of Book-Entry Debt Securities
desires to give or take any action which a holder is entitled to give or take
under the Indenture, the Depositary would authorize the participants holding the
relevant Book-Entry Debt Securities to give or take such action, and such
participants would authorize beneficial owners owning through such participants
to give or take such action or would otherwise act upon the instructions of
beneficial owners holding through them.
Payments of principal, premium, if any, and interest on Book-Entry Debt
Securities will be made to the Depositary or its nominee, as the case may be, as
the registered holder of the related Global Debt Security. None of TJX, the
Trustee or any other agent of TJX or agent of the Trustee will have any
responsibility or liability for any aspect of the records relating to or
payments made on account of beneficial ownership interests in such Global Debt
Security or for maintaining, supervising or reviewing any records relating to
such beneficial ownership interests.
TJX expects that the Depositary, upon receipt of any payment of principal,
premium, if any, or interest on a Global Debt Security, will immediately credit
participants' accounts with payments in amounts proportionate to the respective
amount of Book-Entry Debt Securities held by each such participant as shown on
the records of the Depositary. TJX also expects that payments by participants to
owners of beneficial interests in Book-Entry Debt Securities held through such
participants will be governed by standing customer instructions and customary
practices, as is now the case with the securities held for the accounts of
customers in bearer form or registered in "street name," and will be the
responsibility of such participants.
If the Depositary is at any time unwilling or unable to continue as
Depositary or ceases to be a clearing agency registered under the Exchange Act,
and a successor Depositary registered as a clearing agency under the Exchange
Act is not appointed by TJX within 90 days, TJX will issue Certificated Debt
Securities in exchange for such Global Debt Security. In addition, TJX may at
any time and in its sole discretion determine not to have any of the Book-Entry
Debt Securities represented by one or more Global Debt Securities and, in such
event, will issue Certificated Debt Securities in exchange for such Global Debt
Security or Securities. Any Certificated Debt Securities issued in exchange for
a Global Debt Security will be registered in such
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name or names as the Depositary shall instruct the Trustee. It is expected that
such instructions will be based upon directions received by the Depositary from
participants with respect to ownership of Book-Entry Debt Securities relating to
such Global Debt Security.
The foregoing information in this section concerning the Depositary and the
Depositary's Book-Entry System has been obtained from sources the Company
believes to be reliable, but the Company takes no responsibility for the
accuracy thereof.
CERTAIN COVENANTS OF TJX
Restrictions on Liens. TJX will not, and will not permit any Restricted
Subsidiary to, issue, assume or guarantee any Indebtedness secured by any
mortgage, security interest, pledge, lien or other encumbrance (herein referred
to as a "Mortgage" or "Mortgages") upon any Operating Property or Operating
Asset of TJX or any Restricted Subsidiary, whether such Operating Property or
Operating Asset is now owned or hereafter acquired, without in any such case
effectively providing concurrently with the issuance, assumption or guarantee of
any such Indebtedness that the Debt Securities (together with, if TJX shall so
determine, any other Indebtedness ranking equally with the Debt Securities other
than Debt Securities not having the benefit of this provision) shall be secured
equally and ratably with such Indebtedness, except that the foregoing
restrictions shall not apply to: (i) the giving, within 180 days after the later
of the acquisition or completion of construction or completion of substantial
reconstruction, renovation, remodeling, expansion or improvement (each a
"substantial improvement") of such property, and the placing in operation of
such property after the acquisition or completion of any such construction or
substantial improvement, of any purchase money Mortgage (including security for
bankers acceptances and similar inventory financings in the ordinary course of
business and vendors' rights under purchase contracts under an agreement whereby
title is retained for the purpose of securing the purchase price thereof), or
the acquiring of property not theretofore owned by the Company or such
Restricted Subsidiary subject to any then existing Mortgage securing
Indebtedness (whether or not assumed) including Indebtedness incurred for
reimbursement of funds previously expended for any such purpose, provided that
in each case (x) such Mortgage is limited to such property, including accretions
thereto and any such construction or substantial improvement (or, with respect
to bankers acceptances and similar inventory financings in the ordinary course
of business, any inventory acquired by the Company or such Restricted Subsidiary
during the 180-day period immediately preceding the date of creation of such
Mortgage); (y) the principal amount of the Indebtedness being incurred that is
secured by such Mortgage shall not exceed the cost of such acquired property,
construction or substantial improvement, as the case may be; and (z) the
principal amount of the Indebtedness secured by such Mortgage, together with all
other Indebtedness to persons other than the Company or a Restricted Subsidiary
secured by Mortgages on such property, shall not exceed the lesser of the total
costs of such property, including any such construction or substantial
improvement, to the Company or a Restricted Subsidiary or the fair market value
thereof immediately following the acquisition, construction or substantial
improvement thereof by the Company or a Restricted Subsidiary; (ii) the giving
by the Company or a Restricted Subsidiary of a Mortgage on real property that is
the sole security for Indebtedness (w) incurred within three years after the
latest of (1) September 15, 1993, (2) the date of acquisition of such real
property or (3) the date of completion of construction or substantial
improvement made thereon by the Company or such Restricted Subsidiary, (x)
incurred for the purpose of reimbursing itself for the cost of acquisition
and/or the cost of improvement of such real property, (y) the amount of which
does not exceed the lesser of the aggregate cost of such real property and
improvements or the fair market value thereof, and (z) the holder of which shall
be entitled to enforce payment of such Indebtedness solely by resorting to the
security therefor, without any liability on the part of the Company or such
Restricted Subsidiary for any deficiency; (iii) any Mortgage on assets of the
Company or any Subsidiary existing on the date of the Indenture or any Mortgage
on the assets of a Restricted Subsidiary on the date it became a Subsidiary or
any Mortgage on the assets of a Subsidiary that is newly designated as a
Restricted Subsidiary, if such Mortgage was created while such Subsidiary was a
Non-Restricted Subsidiary, and such Mortgage would have been permitted under the
provisions of this paragraph if such Subsidiary had been a Restricted Subsidiary
at the time such Mortgage was created; (iv) any Mortgage incurred in connection
with any refunding or extension of Indebtedness secured by a Mortgage permitted
under clause (i), (ii) or (iii) above, provided that the principal amount of the
refinancing or extending
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Indebtedness does not exceed the principal amount of the Indebtedness so
refunded or extended and that such Mortgage applies only to the same property or
assets subject to the prior permitted Mortgage and fixtures and building
improvements thereon (and if the prior Mortgage was incurred under clause (ii)
above, the requirements of clause (z) thereof are satisfied), or (v) any
Mortgage given in favor of the Company or any Wholly Owned Restricted
Subsidiary. (Indenture sec.4.5(a)) On September 15, 1993, no Operating Property
was subject to any Mortgage.
Restrictions on Sale and Leaseback Transactions. Without equally and
ratably securing the Debt Securities, TJX will not, nor will it permit any
Restricted Subsidiary to, enter into any arrangement with any person providing
for the leasing by TJX or any Restricted Subsidiary of any Operating Property or
Operating Asset that has been or is to be sold or transferred by TJX or such
Restricted Subsidiary to such person subsequent to September 15, 1993 with the
intention of taking back a lease of such property (a "Sale and Leaseback
Transaction") unless the terms of such sale or transfer have been determined by
TJX's Board of Directors to be fair and arms' length and, within 180 days after
the receipt of the proceeds of such sale or transfer, TJX or any Restricted
Subsidiary applies an amount equal to the greater of the net proceeds of such
sale or transfer or the fair value of such Operating Property or Operating Asset
at the time of such sale or transfer to the prepayment or retirement (other than
any mandatory prepayment or retirement) of Senior Funded Debt of TJX or such
Restricted Subsidiary. The foregoing restriction will not apply to (i) any Sale
and Leaseback Transaction for a term of not more than three years including
renewals, (ii) any Sale and Leaseback Transaction with respect to Operating
Property if a binding commitment with respect thereto is entered into within
three years after the date such property was acquired (as the term "acquired" is
used in the definition of Operating Property) or any Sale and Leaseback
Transaction with respect to Operating Assets if a binding commitment with
respect thereto is entered into within 180 days after the later of the date such
property was acquired and, if applicable, the date such property was first
placed in operation, or (iii) any Sale and Leaseback Transaction between TJX and
a Restricted Subsidiary or between Restricted Subsidiaries provided that the
lessor shall be TJX or a Wholly Owned Restricted Subsidiary. (Indenture
sec.4.6(a))
Exempted Debt. Notwithstanding the restrictions on Mortgages and Sale and
Leaseback Transactions described above under "Restrictions on Liens" and
"Restrictions on Sale and Leaseback Transactions," TJX or its Restricted
Subsidiaries may, in addition to amounts permitted under such restrictions,
create or assume Mortgages, and renew, extend or replace such Mortgages, or
enter into Sale and Leaseback Transactions, provided that, after giving effect
thereto, the aggregate outstanding principal amount of all Exempted Debt of the
Company and its Restricted Subsidiaries does not exceed 10% of Consolidated Net
Tangible Assets. (Indenture sec.sec.4.5(b) and 4.6(b))
Maintenance of Properties. The Company will cause all properties used or
useful in the conduct of its business or the business of any Subsidiary to be
maintained and kept in good condition, repair and working order and supplied
with all necessary equipment and will cause to be made all necessary repairs,
renewals, replacements, betterments and improvements thereof, all as in the
judgment of the Company may be necessary so that the business carried on in
connection therewith may be properly and advantageously conducted at all times,
provided that the Company may discontinue the operation or maintenance of any of
such properties if such discontinuance is, in the judgment of the Company,
desirable in the conduct of its business or the business of any Subsidiary and
not disadvantageous in any material respect to the Holders of the Debt
Securities.
Payment of Taxes and other Claims. The Company will pay or discharge or
cause to be paid or discharged, before the same shall become delinquent, (1) all
taxes, assessments and governmental charges in excess of $250,000 levied or
imposed upon the Company or any Subsidiary or upon the income, profits or
property of the Company or any Subsidiary, and (2) all lawful claims for labor,
materials and supplies in excess of $250,000 which, if unpaid, might by law
become a lien upon the property of the Company or any Subsidiary, provided that
the Company shall not be required to pay or discharge or cause to be paid or
discharged any such tax, assessment, charge or claim whose amount, applicability
or validity is being contested in good faith by appropriate proceedings.
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No Special Protection in the Event of a Highly Leveraged
Transaction. Unless otherwise indicated in the Prospectus Supplement relating
thereto, the terms of the Debt Securities will not afford the holders special
protection in the event of a highly leveraged transaction.
CERTAIN DEFINITIONS
Set forth below are certain significant terms which are defined in Section
1.1 of the Indenture:
"Attributable Debt" in respect of a Sale and Leaseback Transaction means,
at the time of determination, the present value (discounted at the imputed rate
of interest of such transaction determined in accordance with generally accepted
accounting principles) of the obligation of the lessee for net rental payments
during the remaining term of the lease included in such arrangement (including
any period for which such lease has been extended or may, at the option of the
lessor, be extended). The term "net rental payments" under any lease for any
period shall mean the sum of the rental and other payments required to be paid
in such period by the lessee thereunder, not including any amounts required to
be paid by such lessee (whether or not designated as rental or additional
rental) on account of maintenance and repairs, insurance, taxes, assessments,
water rates or similar charges required to be paid by such lessee thereunder or
any amounts required to be paid by such lessee thereunder contingent upon the
amount of sales, maintenance and repairs, insurance, taxes, assessments, water
rates or similar charges.
"Capitalized Lease Obligations" means obligations created pursuant to
leases that are required to be shown on the liability side of a balance sheet in
accordance with FASB Statement No. 13, "Accounting for Leases," as amended and
interpreted, or any successor or comparable accounting standard.
"consolidated" when used with respect to any of the terms defined in the
Indenture, refers to such terms as reflected in a consolidation of the accounts
of TJX and its Restricted Subsidiaries in accordance with generally accepted
accounting principles.
"Consolidated Net Tangible Assets" means the total amount of assets (less
depreciation and valuation reserves and other reserves and items deductible from
the gross book value of specific asset accounts under generally accepted
accounting principles) that under generally accepted accounting principles would
be included on a consolidated balance sheet of the Company and its Restricted
Subsidiaries, after deducting therefrom (i) all liability items except Funded
Debt, Capitalized Lease Obligations, stockholders' equity and reserves for
deferred income taxes, (ii) all goodwill, trade names, trademarks, patents,
unamortized debt discount and expense and other like intangibles (other than
leasehold costs and investments in so-called safe harbor leases), which in each
such case would be so included on such balance sheet, and (iii) all amounts
which would be so included on such balance sheet in respect of Investments (less
applicable reserves) in Non-Restricted Subsidiaries in excess of the amount of
such Investments at July 31, 1993. As of July 31, 1993, the amount of
Investments in Non-Restricted Subsidiaries totaled approximately $315 million.
"Default" means any event that is or with the passage of time or the giving
of notice or both would be an Event of Default.
"Exempted Debt" means the sum of the following items outstanding as of the
date Exempted Debt is being determined: (i) Indebtedness for money borrowed of
TJX and its Restricted Subsidiaries incurred after the date of the Indenture and
secured by liens created or assumed or permitted to exist pursuant to Section
4.5(b) of the Indenture, and (ii) Attributable Debt of TJX and its Restricted
Subsidiaries in respect of all Sale and Leaseback Transactions entered into
pursuant to Section 4.6(b) of the Indenture.
"Funded Debt" of any person means Indebtedness, whether incurred, assumed
or guaranteed, maturing by its terms more than one year from the date of
creation thereof, or that is extendable or renewable at the sole option of the
obligor so that it may become payable more than one year from the date of
creation thereof; provided, however, that Funded Debt shall not include (i)
obligations created pursuant to leases, (ii) any Indebtedness or portion thereof
maturing by its terms within one year from the time of any computation of the
amount of outstanding Funded Debt unless such Indebtedness shall be extendable
or renewable at the sole option of the obligor in such manner that it may become
payable more than one year from such time, or (iii)
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any Indebtedness for the payment or redemption of which money in the necessary
amount shall have deposited in trust either at or before the maturity date
thereof.
"Indebtedness" of any person means indebtedness for borrowed money and
indebtedness under purchase money mortgages or other purchase money liens or
conditional sales or similar title retention agreements, in each case where such
indebtedness has been created, incurred, or assumed by such person to the extent
such indebtedness would appear as a liability upon a balance sheet of such
Person prepared in accordance with generally accepted accounting principles,
guarantees by such Person of such indebtedness, and indebtedness for borrowed
money secured by any mortgage, pledge or other lien or encumbrance upon property
owned by such person, even though such person has not assumed or become liable
for the payment of such indebtedness.
"Investment" means and includes any investment in stock, evidences of
indebtedness, loans or advances, however made or acquired, but shall not include
accounts receivable of TJX or of any Restricted Subsidiary arising from
transactions in the ordinary course of business, or any evidences of
indebtedness, loans or advances made in connection with the sale to any
Subsidiary of accounts receivable of TJX or any Restricted Subsidiary arising
from transactions in the ordinary course of business of TJX or any Restricted
Subsidiary.
"Non-Restricted Subsidiary" means any Subsidiary other than a Restricted
Subsidiary.
"Operating Assets" means all merchandise inventories, furniture, fixtures
and equipment (including all transportation and warehousing equipment but
excluding office equipment and data processing equipment) owned by TJX or a
Restricted Subsidiary.
"Operating Property" means all real property and improvements thereon owned
by TJX or a Restricted Subsidiary constituting, without limitation, any store,
warehouse, service center or distribution center wherever located; provided that
such term shall not include any store, warehouse, service center or distribution
center that TJX's Board of Directors declares by resolution not to be of
material importance to the business of TJX and its Restricted Subsidiaries.
Operating Property is treated as having been "acquired" on the day the Operating
Property is placed in operation by the Company or a Restricted Subsidiary after
the later of (a) its acquisition from a third party, including a Non-Restricted
Subsidiary, (b) completion of its original construction or (c) completion of its
substantial reconstruction, renovation, remodeling, expansion or improvement
(whether or not constituting an Operating Property prior to such reconstruction,
renovation, remodeling, expansion or improvement).
"Restricted Subsidiaries" means any Subsidiary so designated by the Board
of Directors or duly authorized officers of TJX in accordance with the Indenture
provided that (a) the Board of Directors or duly authorized officers of the
Company may, subject to certain limitations, designate any Non-Restricted
Subsidiary and (b) any Subsidiary of which the majority of the voting stock is
owned directly or indirectly by one or more Non-Restricted Subsidiaries shall be
a Non-Restricted Subsidiary. As of June 1, 1995, TJX had no Restricted
Subsidiaries, and TJX will have no Restricted Subsidiaries as of the closing of
the offering of the Debt Securities offered hereby.
"Subsidiary" means a corporation more than 50% of the outstanding voting
stock of which is owned, directly or indirectly, by TJX or by one or more other
Subsidiaries, or by TJX and one or more other Subsidiaries. For the purposes of
this definition, "voting stock" means stock that ordinarily has voting power for
the election of directors, whether at all times or only so long as no senior
class of stock has such voting power by reason of any contingency.
"Senior Funded Debt" means all Funded Debt of TJX or any person, except
Funded Debt the payment of which is subordinated in the manner provided in the
Indenture to the payment of the Debt Securities.
MERGER AND CONSOLIDATION
The Indenture provides that TJX may, without the consent of the Holders of
the Debt Securities, consolidate with or merge into any other corporation, or
convey, transfer or lease its properties and assets substantially as an entirety
to any person, provided that in any such case (i) the successor shall be a
domestic corporation and such corporation shall assume by a supplemental
indenture TJX's obligations under the
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Indenture and the Debt Securities, (ii) immediately after such transaction, and
treating any Indebtedness that becomes an obligation of TJX or a Subsidiary as a
result of such transaction as having been incurred by TJX or such Subsidiary at
the time of such transaction, no Default or Event of Default shall have happened
and be continuing, and (iii) if as a result of any such transaction properties
or assets of TJX would become subject to a Mortgage that would not be permitted
under the Indenture, the Debt Securities would be secured, equally and ratably
with (or prior to) all Indebtedness so secured. Upon compliance with these
provisions by a successor corporation, TJX (except in the case of a lease) would
be relieved of its obligations under the Indenture and the Debt Securities.
(Indenture sec.sec.5.1 and 5.2)
EVENTS OF DEFAULT
The following will be Events of Default under the Indenture with respect to
Debt Securities of any series: (a) default in the payment of any interest upon
any Debt Security of that series when it becomes due and payable, and
continuance of such default for a period of 30 days; (b) default in the payment
of principal of or premium, if any, on any Debt Security of that series when
due; (c) default in the deposit of any sinking fund payment, when and as due in
respect of any Debt Security of that series; (d) default in the performance or
breach of any other covenant or warranty of TJX in the Indenture (other than a
covenant or warranty that has been included in the Indenture solely for the
benefit of a series of Debt Securities other than that series), which default
continues uncured for a period of 60 days after written notice to the Company by
the Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the outstanding Debt Securities of that series as provided
in the Indenture; (e) unless the terms of such series otherwise provide, a
default under any bond, debenture, note or other evidence of Indebtedness for
money borrowed by the Company (including a default with respect to Debt
Securities of any series other than that series) or under any mortgage,
indenture or instrument under which there may be issued or by which there may be
secured or evidenced any Indebtedness for money borrowed by the Company
(including the Indenture), whether such Indebtedness now exists or shall
hereafter be created, which default shall have resulted in such Indebtedness
becoming or being declared due and payable prior to the date on which it would
otherwise have become due and payable, and the principal amount of the
Indebtedness so accelerated, together with the principal amount of all other
Indebtedness similarly accelerated, shall be $10 million or more, and such
acceleration shall not have been rescinded or annulled within a period of 10
days after there shall have been given written notice to the Company by the
Trustee or to the Company and the Trustee by the Holders of at least 25% in
principal amount of the outstanding Debt Securities of that series as provided
in the Indenture; (f) certain events of bankruptcy, insolvency or
reorganization; and (g) any other Event of Default provided with respect to Debt
Securities of that series that is described in the Prospectus Supplement
accompanying this Prospectus. No Event of Default with respect to a particular
series of Debt Securities (except as to the certain events in bankruptcy,
insolvency or reorganization) necessarily constitutes an Event of Default with
respect to any other series of Debt Securities. (Indenture sec.6.1) The
occurrence of an Event of Default would constitute an event of default under
certain of TJX's existing bank lines. In addition, the occurrence of certain
Events of Default or an acceleration under the Indenture would constitute an
event of default under certain other bank lines and other indebtedness of TJX.
If an Event of Default with respect to Debt Securities of any series at the
time outstanding occurs and is continuing, then and in every such case the
Trustee or the Holders of not less than 25% in principal amount of the
outstanding Debt Securities of that series may, by a notice in writing to TJX
(and to the Trustee if given by Holders), declare to be due and payable
immediately the principal (or, if the Debt Securities of that series are
Discount Securities, such portion of the principal amount as may be specified in
the term of that series) and premium, if any, of all Debt Securities of that
series. In the case of an Event of Default resulting from the certain events in
bankruptcy, insolvency or reorganization, the principal (or such specified
amount) and premium, if any, of all outstanding Debt Securities shall ipso facto
become and be immediately due and payable without any declaration or other act
on the part of the Trustee or any Holder. At any time after a declaration of
acceleration with respect to Debt Securities of any series has been made, but
before a judgment or decree for payment of the money due has been obtained by
the Trustee, the Holders of a majority in principal amount of the outstanding
Debt Securities of that series may, subject to the Company having paid or
deposited with the Trustee a sum sufficient to pay overdue interest and
principal which has become due other
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than by acceleration and certain other conditions, rescind and annul such
acceleration if all Events of Default, other than the non-payment of accelerated
principal and premium, if any, with respect to Debt Securities of that series
have been cured or waived as provided in the Indenture. (Indenture sec.6.2) For
information as to waiver of defaults see the discussion set forth below under
"Modification and Waiver." Reference is made to the Prospectus Supplement
relating to any series of Debt Securities that are Discount Securities for the
particular provisions relating to acceleration of a portion of the principal
amount of such Discount Securities upon the occurrence of an Event of Default
and the continuation thereof.
The Indenture provides that the Trustee will be under no obligation to
exercise any of its rights or powers under the Indenture at the request of any
Holder, unless the Trustee receives indemnity satisfactory to it against any
loss, liability or expense. (Indenture sec.7.1(e)) Subject to certain rights of
the Trustee, the Holders of a majority in principal amount of the outstanding
Debt Securities of any series shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to the Trustee
or exercising any trust or power conferred on the Trustee with respect to the
Debt Securities of that series. (Indenture sec.6.12)
No Holder of any Debt Security of any series will have any right to
institute any proceeding, judicial or otherwise, with respect to the Indenture
or for the appointment of a receiver or trustee, or for any remedy thereunder,
unless such Holder shall have previously given to the Trustee written notice of
a continuing Event of Default with respect to Debt Securities of that series and
unless also the Holders of at least 25% in principal amount of the outstanding
Debt Securities of that series shall have made written request, and offered
reasonable security and indemnity, to the Trustee to institute such proceeding
as trustee, and the Trustee shall not have received from the Holders of a
majority in principal amount of the outstanding Debt Securities of that series a
direction inconsistent with such request and shall have failed to institute such
proceeding within 60 days. (Indenture sec.6.7) Notwithstanding the foregoing,
the Holder of any Debt Security will have an absolute and unconditional right to
receive payment of the principal of, premium, if any, and any interest on such
Debt Security on or after the due dates expressed in such Debt Security and to
institute suit for the enforcement of any such payment. (Indenture sec.6.8)
The Indenture requires TJX, within 120 days after the end of each of its
fiscal years, to furnish to the Trustee a statement as to compliance with the
Indenture. (Indenture sec.4.8) The Indenture provides that the Trustee may
withhold notice to the Holders of Debt Securities of any series of any Default
or Event of Default (except in payment on any Debt Securities of such series)
with respect to Debt Securities of such series if it in good faith determines
that withholding such notice is in the interest of the Holders of Debt
Securities. (Indenture sec.7.5)
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by TJX and the
Trustee with the consent of the Holders of 66-2/3% in principal amount of the
outstanding Debt Securities of each series affected by such modifications or
amendments; provided, however, that no such modification or amendment may,
without the consent of the Holder of each outstanding Debt Security affected
thereby: (a) reduce the amount of Debt Securities whose Holders must consent to
an amendment or waiver; (b) change the rate of or change the time for payment of
interest (including default interest) on any Debt Security; (c) change the
principal, premium, if any, or the fixed maturity of any Debt Security; (d)
waive a default in the payment of the principal of, premium, if any, or interest
on any Debt Security (except a rescission of acceleration of the Debt Securities
of any series by the Holders of at least a majority in aggregate principal
amount of the then outstanding Debt Securities of such Series and a waiver of
the payment default that resulted from such acceleration); (e) make the Debt
Security payable in currency other than that stated in the Debt Security; (f)
make any change to certain provisions of the Indenture relating to remedies or
amendments; (g) waive a redemption payment with respect to any Debt Security or
change any of the provisions with respect to the redemption of any Debt
Securities; (h) waive the provisions for determining the Dollar equivalent of
foreign currency denominated Securities in connection with actions of Holders of
Debt Securities under the Indenture; or (i) waive provisions relating to
conversion of a currency in which a judgment is rendered into another required
currency. (Indenture sec.9.3)
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The Holders of a majority in principal amount of the outstanding Debt
Securities of any series may on behalf of the Holders of all Debt Securities of
that series waive, insofar as that series is concerned, compliance by TJX with
provisions of the Indenture other than certain specified provisions. (Indenture
sec.9.2) The Holders of a majority in principal amount of the outstanding Debt
Securities of any series may on behalf of the Holders of all the Debt Securities
of such series waive any past default under the Indenture with respect to such
series and its consequences, except a default in the payment of the principal
of, premium, if any, or any interest on any Debt Security of that series or in
respect of a provision which under the Indenture cannot be modified or amended
without the consent of the Holder of each outstanding Debt Security of that
series affected. (Indenture sec.6.13)
DEFEASANCE OF DEBT SECURITIES OR CERTAIN COVENANTS IN CERTAIN CIRCUMSTANCES
Defeasance and Discharge. The Indenture provides that TJX may be
discharged from any and all obligations in respect of the Debt Securities of any
series (except for certain obligations to register the transfer or exchange of
Debt Securities of such series, to replace stolen, lost or mutilated Debt
Securities of such series, to maintain paying agencies and hold moneys for
payment in trust) upon the deposit with the Trustee, in trust, of money and/or
government obligations in the same currency as such series that, through the
payment of interest and principal in respect thereof in accordance with their
terms, will provide money in an amount sufficient in the opinion of a nationally
recognized firm of independent public accountants to pay and discharge each
installment of principal (and premium, if any) and interest on and any mandatory
sinking fund payments in respect of the Debt Securities of such series on the
stated maturity of such payments in accordance with the terms of the Indenture
and such Debt Securities. Such discharge may occur only if: TJX has received
from, or there has been published by, the United States Internal Revenue Service
a ruling to the effect that Holders of the Debt Securities of such Series will
not recognize income, gain or loss for United States federal income tax purposes
as a result of such deposit, defeasance and discharge and will be subject to
United States federal income tax on the same amount and in the same manner and
at the same times as would have been the case if such deposit, defeasance and
discharge had not occurred; and such discharge will not be applicable to any
Debt Securities of such series then listed on the New York Stock Exchange or any
other securities exchange if such deposit would cause said Debt Securities to be
de-listed as a result thereof. (Indenture sec.8.3)
Defeasance of Certain Covenants. The Indenture provides that unless
otherwise provided by the terms of the applicable series of Debt Securities,
upon compliance with certain conditions, (i) TJX may omit to comply with the
restrictive covenants contained in Sections 4.2 (except as to corporate
existence), 4.3 through 4.9 and Section 5.1(3) of the Indenture, including the
restrictive covenants described above under the captions "Certain Covenants of
TJX"; and (ii) cross accelerations constituting Events of Default under Section
6.1(5) shall be inapplicable to such series. The conditions include: the deposit
with the Trustee of money and/or government obligations in the same currency as
such series that, through the payment of interest and principal in respect
thereof in accordance with their terms, will provide money in an amount
sufficient in the opinion of a nationally recognized firm of independent public
accountants to pay principal, premium, if any, and interest on and any mandatory
sinking fund payments in respect of the Debt Securities of such series on the
stated maturity of such payments in accordance with the terms of the Indenture
and such Debt Securities; and the delivery to the Trustee of an opinion of
counsel to the effect that the Holders of the Debt Securities of such series
will not recognize income, gain or loss for United States federal income tax
purposes as a result of such deposit and related covenant defeasance and will be
subject to United States federal income tax on the same amount and in the same
manner and at the same times as would have been the case if such deposit and
related covenant defeasance had not occurred. (Indenture sec.8.4)
Defeasance and Events of Default. In the event TJX exercises its opinion
to omit compliance with certain covenants of the Indenture with respect to any
series of Debt Securities and the Debt Securities of such series are declared
due and payable because of the occurrence of any Event of Default, the amount of
money and government obligations on deposit with the Trustee will be sufficient
to pay amounts due on the Debt Securities of such series at the time of their
stated maturity but may not be sufficient to pay amounts due
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on the Debt Securities of such series at the time of the acceleration resulting
from such Event of Default. However, TJX shall remain liable for such payments.
CONCERNING THE TRUSTEE
TJX maintains banking relationships in the ordinary course of business with
the Trustee.
PLAN OF DISTRIBUTION
GENERAL
TJX may sell the Debt Securities being offered hereby; (i) directly to
purchasers; (ii) through agents; (iii) through dealers; (iv) through
underwriters; or (v) through a combination of any such methods of sale.
The distribution of the Debt Securities may be effected from time to time
in one or more transactions either: (i) at a fixed price or prices which may be
changed; (ii) at market prices prevailing at the time of sale; (iii) at prices
related to such prevailing market prices; or (iv) at negotiated prices.
Offers to purchase Debt Securities may be solicited directly by TJX. Offers
to purchase Debt Securities may also be solicited by agents designated by TJX
from time to time. Any such agent, who may be deemed to be an "underwriter" as
that term is defined in the Securities Act, involved in the offer or sale of the
Debt Securities in respect of which this Prospectus is delivered will be named,
and any commissions payable by TJX to such agent will be set forth, in the
Prospectus Supplement.
If a dealer is utilized in the sale of the Debt Securities in respect of
which this Prospectus is delivered, TJX will sell such Debt Securities to the
dealer, as principal. The dealer, who may be deemed to be an "underwriter" as
that term is defined in the Securities Act may then resell such Debt Securities
to the public at varying prices to be determined by such dealer at the time of
resale.
If an underwriter or underwriters are utilized in the sales, TJX will
execute an underwriting agreement with such underwriters at the time of sale of
them and the name of the underwriters will be set forth in the Prospectus
Supplement, which will be used by the underwriters to make resales of the Debt
Securities in respect of which this Prospectus is delivered to the public.
Underwriters, dealers, agents and other persons may be entitled, under
agreements that may be entered into with TJX, to indemnification by TJX against
certain civil liabilities, including liabilities under the Securities Act.
DELAYED DELIVERY ARRANGEMENTS
If so indicated in the Prospectus Supplement, TJX will authorize
underwriters, dealers or other persons to solicit offers by certain institutions
to purchase Debt Securities pursuant to contracts providing for payment and
delivery on a future date or dates. Institutions with which such contracts may
be made include commercial and savings banks, insurance companies, pension
funds, investment companies, educational and charitable institutions and others.
The obligations of any purchaser under any such contract will not be subject to
any conditions except that (a) the purchase of the Debt Securities shall not at
the time of delivery be prohibited under the laws of the jurisdiction to which
such purchaser is subject and (b) if the Debt Securities are also being sold to
underwriters, TJX shall have sold to such underwriters the Debt Securities not
sold for delayed delivery. The underwriters, dealers and such other persons will
not have any responsibility in respect to the validity or performance of such
contracts.
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LEGAL OPINION
The validity of the Debt Securities offered hereby will be passed upon for
TJX by Ropes & Gray, Boston, Massachusetts.
EXPERTS
The consolidated balance sheets as of January 28, 1995 and January 29,
1994, and the consolidated statements of income, shareholders' equity and cash
flows for the fiscal years ended January 28, 1995, January 29, 1994 and January
30, 1993, incorporated by reference in this Prospectus have been incorporated
herein in reliance on the report of Coopers & Lybrand L.L.P., independent
accountants, given on the authority of that firm as experts in accounting and
auditing.
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NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS IN
CONNECTION WITH THE OFFER MADE BY THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS
AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED
UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR BY THE UNDERWRITERS. NEITHER
THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS NOR ANY SALE MADE
HEREUNDER AND THEREUNDER SHALL UNDER ANY CIRCUMSTANCES CREATE AN IMPLICATION
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE
HEREOF. THIS PROSPECTUS SUPPLEMENT AND THE PROSPECTUS DO NOT CONSTITUTE AN OFFER
OR SOLICITATION BY ANYONE IN ANY STATE IN WHICH SUCH OFFER OR SOLICITATION IS
NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT
QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR
SOLICITATION.
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TABLE OF CONTENTS
PAGE
----
PROSPECTUS SUPPLEMENT
The Company............................. S-2
Selected Consolidated Financial
Information........................... S-2
Use of Proceeds......................... S-4
Description of Notes.................... S-4
Underwriting............................ S-7
Legal Opinions.......................... S-7
PROSPECTUS
Available Information................... 2
Incorporation of Documents by
Reference............................. 2
The TJX Companies, Inc.................. 3
Ratio of Earnings to Fixed Charges...... 3
Use of Proceeds......................... 3
Description of Debt Securities.......... 3
Plan of Distribution.................... 13
Legal Opinion........................... 14
Experts................................. 14
$000,000,000
THE
TJX COMPANIES, INC.
% NOTES DUE JUNE 1, 2005
- -------------------------------------------------
SALOMON BROTHERS INC
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PROSPECTUS SUPPLEMENT
DATED JUNE , 1995
