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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): May 24, 1996
THE TJX COMPANIES, INC.
(Exact name of registrant as specified in charter)
DELAWARE 1-4908 04-2207613
State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
770 Cochituate Road, Framingham, MA 01701
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508)390-2662
Page 2.
Item 5. Other Events.
On May 24, 1996, Chadwick's of Boston, Ltd. ("Chadwick's"), a
wholly-owned subsidiary of The TJX Companies, Inc. ("TJX"), filed a
Registration Statement on Form S-1 (File No. 333-4427; the "Registration
Statement") pursuant to which TJX intends to sell to the public
9,260,000 shares of common stock of Chadwick's (approximately 61% of its
outstanding common stock). An additional 1,389,000 shares of Chadwick's
common stock owned by TJX (approximately 9% of the outstanding common
stock) would be subject to an over-allotment option granted to the
underwriters. The Registration Statement reflects an anticipated
initial public offering price of between $14.00 and $16.00 per share.
TJX has advised Chadwick's that following the closing of the offering,
TJX expects to continue to reduce its ownership interest in Chadwick's
over time, subject to prevailing market and other conditions.
TJX's press release announcing the filing of the Registration
Statement is included as an exhibit with this report. Also filed
herewith are unaudited pro forma condensed consolidated financial
statements of TJX for the year ended January 27, 1996 giving effect to
the offering reflected in the Registration Statement as well as TJX's
acquisition of Marshalls, as if both transactions occurred on the first
day of the fiscal year.
There can be no assurance that the offering reflected in the
Registration Statement will be made or consummated or, if the offering
is consummated, that the amount of shares sold or the initial public
offering price per share will be as reflected in the Registration
Statement.
Item 7. Financial Statements and Exhibits.
(a) Pro Forma Financial Information.
The unaudited pro forma condensed consolidated financial
information of TJX is filed herewith.
(b) Exhibits.
99.1. Press Release issued by the Registrant on May 24, 1996.
Page 3.
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.
THE TJX COMPANIES, INC.
By: /s/ Donald G. Campbell
Name: Donald G. Campbell
Title: Executive Vice President-Finance
Date: June 5, 1996
EXHIBIT INDEX
Exhibit No. Description of Exhibits
99.1 Press Release issued by TJX on May 24, 1996
THE TJX COMPANIES, INC.
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
On May 24, 1996, Chadwick's of Boston, Ltd. ("Chadwick's"), a
holding company formed to own the off-price catalog operation of
The TJX Companies, Inc. (the "Company), filed a Registration
Statement with the Securities and Exchange Commission pursuant to
which the Company intends to sell to the public 9,260,000 shares of
common stock of Chadwick's. An additional 1,389,000 shares of
common stock are subject to an over-allotment option granted to the
underwriters. After the offering, the Company will own
approximately 30%-39% (depending on the amount of the underwriters'
over-allotment option exercised) of the outstanding shares of
common stock of Chadwick's. It is currently anticipated that the
initial offering price will be between $14.00 and $16.00 per share.
The pro forma condensed consolidated financial statements of the
Company assume that the offering takes place at a price of $15.00
per share and that no underwriters' over-allotment option is
exercised. The pro forma condensed consolidated balance sheet as
of January 27, 1996 assumes the sale of 61% of the Company's
investment in Chadwick's on that date and is based on the audited
historical balance sheet of the Company as of January 27, 1996.
The pro forma adjustments eliminate the assets and liabilities of
Chadwick's included in the consolidated results of the Company,
record a gain on the sale of the Company's 61% interest in
Chadwick's, record the Company's remaining equity investment in
Chadwick's, assume conversion of the Company's Series D preferred
stock into common stock following a call for redemption and assume
the net proceeds from the offering along with Chadwick's repayment
of intercompany indebtedness are used to repay outstanding debt
incurred to acquire Marshalls.
The pro forma condensed consolidated statement of income for the
twelve months ended January 27, 1996 is based on the audited
historical statement of income of the Company as reported on Form
10-K for the year ended January 27, 1996 which include Marshalls
operating results since its acquisition by the Company on November
17, 1995. (See the Company's filing on Form 8-K dated as of
November 17, 1995 and subsequent amendment.) The historical
results for the Company have first been adjusted to reflect the
acquisition of Marshalls as if it had occurred on the first day of
the fiscal year. The pro forma adjustments include the historical
results of Marshalls from January 29, 1995 through the acquisition
date as well as adjustments for the impact of the purchase
accounting method and the impact of the preferred stock issued and
debt incurred as a result of the acquisition.
The pro forma results reflecting the acquisition of Marshalls
are further adjusted to reflect the sale of Chadwick's stock by the
Company as if it also occurred on the first day of the fiscal year.
The pro forma adjustments eliminate the operating results for
Chadwick's included in the Company's consolidated results, record
39% of Chadwick's net income and reflect a reduction in interest
expense due to the repayment of debt. The pro forma statement of
income excludes the non-recurring gain of approximately $65 million
the Company will recognize upon the sale of its investment in
Chadwick's and excludes a non-recurring charge of approximately $2
million the Company may incur for the prepayment of debt.
These pro forma condensed consolidated financial statements have
been prepared for information purposes only and do not necessarily
indicate what would have occurred had the acquisition of Marshalls
and public offering taken place on the dates indicated.
Specifically, the pro forma condensed consolidated statement of
income includes the historical results of Marshalls and Chadwick's,
which are not necessarily indicative of current results. Thus, the
pro forma statement of income does not fully reflect the impact
that Marshalls has had on the Company's results, nor is it
necessarily indicative of the impact that Marshalls and Chadwick's
may have on future results of the Company. The accompanying pro
forma condensed consolidated financial statements should be read in
conjunction with the historical financial statements of the
Company, the Company's Form 8-K dated November 17, 1995 (and
subsequent amendment) relating to the Marshalls acquisition and the
Form S-1 Registration Statement filed by Chadwick's of Boston, Ltd.
2
THE TJX COMPANIES, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
FOR FISCAL YEAR ENDED JANUARY 27, 1996
(UNAUDITED)
(IN THOUSANDS)
THE TJX COMPANIES, INC.
Public Information 508-390-2309
NEWS RELEASE
CONTACTS:
Steven Wishner Sherry Lang
Vice President Assistant Vice President
Treasurer Investor Relations Director
FOR IMMEDIATE RELEASE
(Friday, May 24, 1996)
THE TJX COMPANIES, INC. ANNOUNCES FILING OF REGISTRATION TO SELL
MAJORITY OF CHADWICK'S OF BOSTON IN PUBLIC OFFERING
Framingham, MA -- The TJX Companies, Inc. (NYSE:TJX), announced
that Chadwick's of Boston, Ltd., a Delaware holding company which has
been formed to own TJX's women's fashion off-price catalog subsidiary
of the same name, today filed a registration statement with the
Securities and Exchange Commission for an initial public offering of
9,260,000 shares of Chadwick's to be sold by TJX (which does not
include an underwriters' over-allotment option of 1,389,000 shares).
The intent to file this registration was previously announced by TJX.
The offering will be made through underwriters led by Salomon Brothers
Inc. and Goldman, Sachs & Co.
It is currently estimated that the initial public offering price
will range from $14.00 to $16.00 per share. After the offering, TJX
will continue to own approximately 39% of the outstanding shares of
common stock of Chadwick's (exclusive of the underwriters' over-
allotment option).
The TJX Companies, Inc. is the largest off-price apparel
retailer, with 590 T.J. Maxx stores, 494 Marshalls stores, the
nation's largest women's fashion off-price catalog Chadwick's of
Boston, 57 Winners Apparel Ltd. off-price family apparel stores in
Canada, and 23 HomeGoods off-price home fashions stores. TJX is also
developing T.K. Maxx, an off-price apparel concept operating 9 stores
in the United Kingdom.
A registration statement relating to these
securities has been filed with the Securities and
Exchange Commission but has not yet become
effective. These securities may not be sold nor
may offers to buy be accepted prior to the time
the registration statement becomes effective.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any
state in which such offer, solicitation or sale
would be unlawful prior to registration or
qualification under the securities laws of any
such state. A prospectus relating to the shares
of Chadwick's to be offered by TJX may be obtained
from Investor Relations, The TJX Companies, Inc.,
770 Cochituate Road, Framingham, MA, 01701.
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