e8vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 28, 2007
THE TJX COMPANIES, INC.
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE
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1-4908
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04-2207613 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File
Number)
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(I.R.S. Employer
Identification No.) |
770 Cochituate Road, Framingham, MA 01701
(Address of Principal Executive Offices) (Zip Code)
(508) 390-1000
Registrants Telephone Number (Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
ITEM 8.01. OTHER EVENTS.
On March 28, 2007, The TJX Companies, Inc. (TJX) announced that it had entered into a plan
to repurchase shares of its common stock pursuant to Rule 10b5-1 of the Securities Exchange Act of
1934, as amended. TJX announced that it expected to resume its share repurchase activity under the
plan, which had been temporarily suspended since December 2006.
The press release announcing the Rule 10b5-1 plan is attached hereto as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
Exhibit 99.1 Press Release of The TJX Companies, Inc. dated March 28, 2007.
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.
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THE TJX COMPANIES, INC.
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/s/ Jeffrey G. Naylor
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Jeffrey G. Naylor |
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Senior Executive Vice President and
Chief Financial and Administrative Officer |
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Dated:
April 3, 2007
EXHIBIT INDEX
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Exhibit
Number
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Description |
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99.1
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Press Release of The TJX Companies, Inc. dated March 28, 2007. |
exv99w1
EXHIBIT 99.1
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CONTACT: |
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Sherry Lang |
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Senior Vice President |
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Investor and Public Relations
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FOR IMMEDIATE RELEASE |
(508) 390-2323
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Wednesday, March 28, 2007 |
THE TJX COMPANIES, INC. ANNOUNCES RESUMPTION OF SHARE
REPURCHASE ACTIVITY THROUGH A RULE 10B5-1
PLAN
Framingham, MA The TJX Companies, Inc. (NYSE:TJX), the leading off-price retailer
of apparel and home fashions in the U.S. and worldwide, today announced that it has entered into a
plan to repurchase shares of its common stock pursuant to Rule 10b5-1 of the Securities Exchange
Act of 1934, as amended. A Rule 10b5-1 plan allows the Company to purchase its shares at times when
it would otherwise not be in the market due to self-imposed blackout periods or pursuant to insider
trading laws. Under this plan, the Company expects to resume its share repurchase activity, which
has been temporarily suspended since December 2006 as a result of the discovery of an unauthorized
intrusion into its computer systems that process and store customer transaction information.
As previously announced, the Company plans to repurchase up to $900 million of TJX stock
during the fiscal year ending January 26, 2008, significantly more than the $557 million of TJX
stock that the Company repurchased during fiscal year 2007. The Rule 10b5-1 plan will facilitate
the execution of this plan. Brokers selected by the Company will have the authority under the terms
and limitations specified in the plan to repurchase shares on the Companys behalf in accordance
with the terms of the plan. Information regarding share repurchases will be available in the
Companys reports on Form 10-Q and 10-K.
Carol Meyrowitz, President and Chief Executive Officer of The TJX Companies, Inc., commented,
This plan to resume our share repurchase activity reflects our continued confidence in the
financial strength of the Company, our business and our ability to drive profitable sales growth.
TJXs operations continue to generate significant excess cash and strong returns on invested
capital, and we remain committed to our share buyback program as an important method of returning
value to our shareholders.
-MORE-
THE TJX COMPANIES, INC. ANNOUNCES RESUMPTION OF SHARE
REPURCHASE ACTIVITY THROUGH A RULE 10B5-1 PLAN
Wednesday, March 28, 2007
Page 2
Since 1997, the Company has spent $4.8 billion on the repurchase of its stock, buying back 309
million shares. As previously announced, in January 2007, the Board of Directors authorized the
purchase of $1.0 billion of TJX common stock from time to time. This program is in addition to the
$436 million remaining under the Companys existing plan as of January 27, 2007.
The TJX Companies, Inc. is the leading off-price retailer of apparel and home fashions in the
U.S. and worldwide. The Company operates 822 T.J. Maxx, 752 Marshalls, 270 HomeGoods, and 129 A.J.
Wright stores, as well as 36 Bobs Stores, in the United States. In Canada, the Company operates
184 Winners and 68 HomeSense stores, and in Europe, 210 T.K. Maxx stores. TJXs press releases and
financial information are also available on the Internet at www.tjx.com.
SAFE HARBOR STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Various
statements made in this release are forward-looking and involve a number of risks and
uncertainties. All statements that address activities, events or developments that we intend,
expect or believe may occur in the future, including projections of earnings per share and same
store sales, are forward-looking statements. The following are some of the factors that could cause
actual results to differ materially from the forward-looking statements: the results and effects of
the intrusion into our computer system including the outcome of our investigation, the extent of
customer information compromised and consequences to our business including effects on sales and
liabilities and costs in connection with this intrusion; our ability to successfully expand our
store base and increase same store sales; risks of expansion and costs of contraction; our ability
to successfully implement our opportunistic inventory strategies and to effectively manage our
inventories; successful advertising and promotion; consumer confidence, demand, spending habits and
buying preferences; effects of unseasonable weather; competitive factors; factors affecting
availability of store and distribution center locations on suitable terms; factors affecting our
recruitment and employment of associates; factors affecting expenses; success of our acquisition
and divestiture activities; our ability to successfully implement technologies and systems and
protect data; our ability to continue to generate adequate cash flows; our ability to execute the
share repurchase program; availability and cost of financing; general economic conditions,
including gasoline prices; potential disruptions due to wars, natural disasters and other events
beyond our control; changes in currency and exchange rates; import risks; adverse outcomes for any
significant litigation; changes in laws and regulations and accounting rules and principles;
adequacy of reserves; closing adjustments; effectiveness of internal controls; and other factors
that may be described in our filings with the Securities and Exchange Commission. We do not
undertake to publicly update or revise our forward-looking statements even if experience or future
changes make it clear that any projected results expressed or implied in such statements will not
be realized.
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