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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(D) of The
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): August 12, 2002
THE TJX COMPANIES, INC.
(Exact name of Registrant as specified in charter)
| DELAWARE | 1-4908 | 44-2207613 | ||
| (State or other
jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. employer identification No.) |
770 Cochituate Road, Framingham, MA 01701
(Address of Principal Executive Offices) (Zip Code)
(508) 390-1000
Registrant’s Telephone Number (including area code)
N/A
(Former name or former address,
if changed since last report)
-1-
| ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. | ||||||||
| ITEM 9. REGULATION FD DISCLOSURE. | ||||||||
| SIGNATURES | ||||||||
| EXHIBIT INDEX | ||||||||
| SWORN STATEMENT BY PRINCIPAL EXECUTIVE OFFICER | ||||||||
| SWORN STATEMENT BY PRINCIPAL FINANCIAL OFFICER | ||||||||
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) EXHIBITS
| Exhibit Number | Title | |
| 99.1 |
Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings |
|
| 99.2 |
Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings |
ITEM 9. REGULATION FD DISCLOSURE.
On August 12, 2002, Edmond J. English, the President and Chief Executive Officer of The TJX Companies, Inc. (the “Company”), and Donald G. Campbell, the Company’s Executive Vice President and Chief Financial Officer, each submitted to the United States Securities and Exchange Commission (the “SEC”) a sworn statement, required by SEC Order 4-460 to be filed by chief executive officers and chief financial officers of 947 designated public companies, certifying as to the accuracy of the Company’s Annual Report on Form 10-K for the fiscal year ended January 26, 2002, filed with the SEC on April 24, 2002, and all subsequent filings to date.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE TJX COMPANIES, INC. | ||
| /s/ Donald G. Campbell | ||
|
|
||
|
Donald G. Campbell Executive Vice President and Chief Financial Officer |
||
| Date: August 12, 2002 |
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EXHIBIT INDEX
| Exhibit Number | Description | |
| 99.1 |
Statement Under Oath of Principal Executive Officer Regarding Facts and Circumstances Relating to Exchange Act Filings |
|
| 99.2 |
Statement Under Oath of Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings |
-4-
Exhibit 99.1
STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE
OFFICER REGARDING FACTS AND CIRCUMSTANCES
RELATING TO EXCHANGE ACT FILINGS
I, Edmond J. English, President and Chief Executive Officer of The TJX Companies, Inc., state and attest that:
| (1) | To the best of my knowledge, based upon a review of the covered reports of The TJX Companies, Inc., and, except as corrected or supplemented in a subsequent covered report: |
| • | no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and | ||
| • | no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed.) |
| (2) | I have reviewed the contents of this statement with the Company’s audit committee. | ||
| (3) | In this statement under oath, each of the following, which were filed on or before the date of this statement, is a “covered report”: |
| • | The Company’s Annual Report on Form 10-K filed for the fiscal year ended January 26, 2002. | ||
| • | The definitive proxy materials of The TJX Companies, Inc. filed with the Commission on April 26, 2002. | ||
| • | The Company’s report on Form 10-Q for the fiscal quarter ended April 27, 2002. | ||
| • | The Company’s report on Form 8-K filed August 12, 2002. | ||
| • | There have been no amendments to any of the foregoing. |
| /s/ Edmond J. English | ||
Edmond J. English President and Chief Executive Officer August 12, 2002 |
Subscribed and sworn to before me this 12th day of August, 2002. |
|
| /s/ J. Casali Notary Public |
||
| My Commission Expires: |
Exhibit 99.2
STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL
OFFICER REGARDING FACTS AND CIRCUMSTANCES
RELATING TO EXCHANGE ACT FILINGS
I, Donald G. Campbell, Executive Vice President and Chief Financial Officer of The TJX Companies, Inc., state and attest that:
| (1) | To the best of my knowledge, based upon a review of the covered reports of The TJX Companies, Inc., and, except as corrected or supplemented in a subsequent covered report: |
| • | no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and | ||
| • | no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed.) |
| (2) | I have reviewed the contents of this statement with the Company’s audit committee. | ||
| (3) | In this statement under oath, each of the following, which were filed on or before the date of this statement, is a “covered report”: |
| • | The Company’s Annual Report on Form 10-K for the fiscal year ended January 26, 2002. | ||
| • | The definitive proxy materials of The TJX Companies, Inc. filed with the Commission on April 26, 2002. | ||
| • | The Company’s report on Form 10-Q for the fiscal quarter ended April 27, 2002. | ||
| • | The Company’s report on Form 8-K filed August 12, 2002. | ||
| • | There have been no amendments to any of the foregoing. |
| /s/ Donald G.
Campbell Donald G. Campbell Executive Vice President and Chief Financial Officer August 12, 2002 |
Subscribed and sworn to before me this 12th day of August, 2002. |
|
| /s/ J. Casali Notary Public |
||
| My Commission Expires: |