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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
THE TJX COMPANIES, INC.
(Name of Issuer)
COMMON STOCK
$1 PAR VALUE
(Title of Class of Securities)
87253910
(Cusip Number)
MELVILLE CORPORATION
CVS CENTER, INC.
CVS H.C., INC.
NASHUA HOLLIS CVS, INC.
(Name of Persons Filing Statement)
Chief Financial Officer
Melville Corporation
One Theall Road
Rye, NY 10580
Tel. No.: 914-925-4000
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
November 17, 1995
(Date of Event which Requires Filing of
this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4),
check the following: [ ].
Check the following box if a fee is being paid with this statement:
[X]
SCHEDULE 13D
CUSIP NO. 87253910 PAGE 2-I of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
MELVILLE CORPORATION
IRS NO. 04-1611460
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Inapplicable (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
NEW YORK
7 SOLE VOTING POWER
8,097,166 (See Item 5)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 8,097,166 (See Item 5)
PERSON
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 8,097,166 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.06%
14 TYPE OF REPORTING PERSON
C0, HC
SCHEDULE 13D
CUSIP NO. 87253910 PAGE 2-II of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CVS Center, Inc.
IRS NO. -- APPLIED FOR
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Inapplicable (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Hampshire
7 SOLE VOTING POWER
8,097,166 (See Item 5)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 8,097,166 (See Item 5)
PERSON
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 8,097,166 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.06%
14 TYPE OF REPORTING PERSON
C0, HC
SCHEDULE 13D
CUSIP NO. 87253910 PAGE 2-III of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CVS H.C., Inc.
IRS NO. 06-1287071
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Inapplicable (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Minnesota
7 SOLE VOTING POWER
8,097,166 (See Item 5)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 8,097,166 (See Item 5)
PERSON
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 8,097,166 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.06%
14 TYPE OF REPORTING PERSON
C0, HC
SCHEDULE 13D
CUSIP NO. 87253910 PAGE 2-IV of 10 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Nashua Hollis CVS, Inc.
IRS NO. 05-0394661
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
Inapplicable (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Hampshire
7 SOLE VOTING POWER
8,097,166 (See Item 5)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 8,097,166 (See Item 5)
PERSON
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON 8,097,166 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.06%
14 TYPE OF REPORTING PERSON
C0, HC
Item 1. Security and Company
The class of equity securities to which this statement relates
is the common stock, $1 par value per share (the "Common Stock"), of The TJX
Companies, Inc., a Delaware corporation (the "Company"). The principal
executive offices of the Company are located at 770 Cochituate Road,
Framingham, MA 01701.
Item 2. Identity and Background
This statement is filed by:
Melville Corporation ("Melville")
One Theall Road
Rye, NY 10580
CVS Center, Inc.
One CVS Drive
Woonsocket, RI 02895
CVS H.C., Inc.
400 Highway 169 So.
Suite 600
Minneapolis, MN. 55426-1132
Nashua Hollis CVS, Inc. ("Nashua CVS")
400 Highway 169 So.
Suite 600
Minneapolis, MN. 55426-1132
CVS Center, Inc., CVS H.C., Inc. and Nashua Hollis CVS, Inc.
are each referred to herein individually as a "CVS Holding Company" and
collectively are referred to herein as the "CVS Holding Companies."
The name, business address, present principal occupation or
employment, and citizenship of each director and executive officer of Melville
and the CVS Holding Companies is set forth on Schedule A hereto.
Melville is a diversified retailer operating in four business
segments: prescription drugs and health and beauty care through its CVS
business; apparel through its Bob's stores and Wilson's leather goods chain
(and through its Marshalls business up to the time of the sale of Marshalls to
the Company on November 17, 1995); footwear through its Meldisco, Footaction
and Thom McAn businesses; and toys (through its Kaybee business) and home
furnishings (through its Linens 'n Things and This End Up businesses).
CVS Center, Inc., CVS H.C., Inc. and Nashua CVS are the
first-tier, second-tier and third-tier holding companies, respectively, for
Melville's CVS business which is engaged in the retail prescription drugs and
health and beauty care industry. Each such CVS Holding Company owns and
operates, or is expected to own and operate, at least five CVS stores.
During the last five years, none of Melville or the CVS Holding
Companies or, to the best of their knowledge, any of the persons listed on
Schedule A hereto has (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities law or finding any violation with
respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration
Pursuant to a Stock Purchase Agreement between Melville and the
Company dated as of October 14, 1995, as amended (the "Stock Purchase
Agreement"), on November 17, 1995 Melville consummated the sale (the "Sale")
to the Company of all of the capital stock of Marshalls of Roseville, Minn.,
Inc. ("Marshalls"), Melville's holding company for its Marshalls division.
The purchase price paid by the Company to Melville in
connection with the Sale was $375,000,000 in cash plus convertible preferred
stock of the Company that has an aggregate liquidation preference equal to
$175,000,000. Pursuant to a Preferred Stock Subscription Agreement between
Melville and the Company dated as of November 17, 1995, the preferred stock
was issued to Melville in two series: (i) 250,000 shares of Series D
Cumulative Convertible Preferred Stock of the Company (the "Series D Preferred
Stock"), which is automatically convertible into shares of Common Stock on the
first anniversary of its issuance if not earlier redeemed for cash, and may
only be converted into Common Stock at the holder's option after the giving of
any notice of redemption by the Company and prior to such automatic
conversion, in the case of any such conversion, at the applicable conversion
rate; and (ii) 1,500,000 shares of Series E Cumulative Convertible Preferred
Stock of the Company (the "Series E Preferred Stock"), which is automatically
convertible into Common Stock on the third anniversary of its issuance if not
earlier converted into such Common Stock, and is convertible into Common Stock
at the holder's option at any time prior to such automatic conversion, in the
case of any such conversion, at the applicable conversion rate.
Item 4. Purpose of Transaction.
As described under Item 3, Melville acquired 1,500,000 shares
of Series E Preferred Stock and 250,000 shares of Series D Preferred Stock as
part of the purchase price paid by the Company to Melville in consideration for
the Sale of Marshalls under the Stock Purchase Agreement.
Melville acquired such Series D Preferred Stock and Series E
Preferred Stock for investment. Pursuant to the Standstill and Registration
Rights Agreement between Melville and the Company dated as of November 17,
1995 (the "Standstill and Registration Rights Agreement") and subject to the
terms and conditions contained therein, Melville has the right to require that
the Company register, under the Securities Act of 1933 (the "1933 Act"), the
Series E Preferred Stock held by Melville, or the shares of Common Stock
received by Melville upon conversion or redemption of Series D Preferred Stock
or Series E Preferred Stock, on not more than two separate occasions on demand
and on not more than three separate occasions in connection with a
registration of Common Stock by the Company. In accordance with such
registration rights, Melville has requested that the Company effect the
registration under the 1933 Act of such Series E Preferred Stock for sale by
Melville as soon as practicable. Melville currently intends to proceed with
such sale of Series E Preferred Stock, but has no current plans to dispose of
the Series D Preferred Stock (other than possibly to wholly owned subsidiaries
or affiliates of Melville). Melville intends to review from time to time the
Company's business affairs and financial position. Based on such evaluation
and review, as well as general economic and industry conditions existing at
the time, there can be no assurance that Melville will proceed with such
public sale of Series E Preferred Stock. In addition, Melville may consider
from time to time various alternative courses of action as permitted by the
Standstill and Registration Rights Agreement. Such actions may include, in
certain limited circumstances permitted by the Standstill and Registration
Rights Agreement and subject to receipt of all necessary regulatory approvals,
the acquisition of additional securities of the Company through open market
purchases, privately negotiated transactions or otherwise. Alternatively,
such actions may involve the sale of all or a portion of the Company's
securities held by Melville in the open market, in privately negotiated
transactions, through a public offering or otherwise.
Except as set forth above and except as contemplated by the
Standstill and Registration Agreement, none of Melville or the CVS Holding
Companies or, to the best of their knowledge, any of the persons listed on
Schedule A hereto has a plan or proposal which relates to or would result in
any of the transactions described in subparagraphs (a) through (j) of Item 4
of Schedule 13D.
Item 5. Interest in Securities of the Company.
(a) As described under Item 3, on November 17, 1995 Melville
acquired 1,500,000 shares of Series E Preferred Stock and 250,000 shares of
Series D Preferred Stock as part of the purchase price paid by the Company to
Melville in consideration for the Sale of Marshalls under the Stock Purchase
Agreement.
On or about March 15, 1996, Melville transferred all such
shares of Series D Preferred Stock and Series E Preferred Stock to CVS Center,
Inc., which in turn transfereed all such shares to CVS H.C., Inc., which in
turn transfereed all such shares to Nashua CVS.
The Series E Preferred Stock is convertible into Common Stock
at the holder's option, at a conversion rate of 5.3981 shares of Common Stock
for each share of Series E Preferred Stock so converted, at any time prior to
its automatic conversion into Common Stock on November 17, 1998 at the
conversion rate then in effect.
For the purpose of Rule 13d-3 promulgated under the Securities
Exchange Act of 1934 (the "Exchange Act"), Nashua CVS directly beneficially
owns approximately 8,097,166 shares of Common Stock (calculated by multiplying
the 1,500,000 shares of Series E Preferred Stock by the applicable conversion
rate of 5.3981), representing approximately 10.06% of the outstanding Common
Stock.
Melville is the ultimate parent corporation, CVS Center, Inc.
is the indirect parent corporation, and CVS H.C., Inc. is the parent
corporation, of Nashua CVS and, for the purpose of Rule 13d-3 promulgated
under the Exchange Act, each of Melville, CVS Center, Inc. and CVS H.C., Inc.
indirectly beneficially owns approximately 8,097,166 shares of Common Stock,
representing approximately 10.06% of the outstanding Common Stock.
The Series D Preferred Stock may only be converted into Common
Stock at the holder's option after the giving of a notice of redemption by the
Company (and is automatically convertible into Common Stock on November 17,
1996). Since the Series D Preferred Stock is not convertible into Common
Stock at the holder's option within 60 days, for purposes of Rule 13d-3
promulgated under the Exchange Act, neither Melville nor any CVS Holding
Company beneficially owns Common Stock with respect to the Series D Preferred
Stock.
Except as set forth in this Item 5(a), none of Melville or the
CVS Holding Companies or, to the best of their knowledge, any of the persons
listed in Schedule A hereto beneficially own any Common Stock.
(b) Subject to the terms of the Standstill and Registration
Rights Agreement and assuming the conversion of all shares of Series E
Preferred Stock by Nashua CVS into Common Stock, Nashua CVS has the power to
vote and to dispose of approximately 8,097,166 shares of Common Stock.
Subject to the terms of the Standstill and Registration Rights
Agreement and assuming the conversion of all shares of Series E Preferred
Stock by Nashua CVS into Common Stock, each of Melville as the ultimate parent
corporation, CVS Center, Inc. as the indirect parent corporation, and CVS
H.C., Inc. as the parent corporation, of Nashua CVS, has the indirect power to
vote and to dispose of approximately 8,097,166 shares of Common Stock.
(c) There were no purchases or sales of Common Stock effected
during the past 60 days by Melville or any CVS Holding Company or, to the best
of their knowledge, any person listed in Schedule A hereto.
(d) Inapplicable.
(e) Inapplicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities
of the Company
In accordance with the terms of the Stock Purchase Agreement,
the Company and Melville entered into the Standstill and Registration Rights
Agreement as of November 17, 1995. The following summary of certain terms of
the Standstill and Registration Rights Agreement is qualified in its entirety
by reference to the copy of the Standstill and Registration Rights Agreement
attached hereto (as Exhibit 99(b)) and incorporated herein by reference.
Pursuant to the Standstill and Registration Rights Agreement
and during the term thereof, Melville and its affiliates (i) are subject to
certain restrictions on acquiring or disposing of any voting securities
(including securities convertible into or exercisable for voting securities,
such as the Series D Preferred Stock and the Series E Preferred Stock) of the
Company, (ii) under certain circumstances, are required to offer to the
Company the right to purchase from them voting securities of the Company
proposed to be disposed of by them, and (iii) are required to vote all of the
Company's voting securities beneficially owned by them in the manner
recommended by the Company's Board of Directors or, if the agreement to so
vote shall be prohibited or invalid, then, if requested by the Company's Board
of Directors, to vote such voting securities in the same proportion as the
votes cast by or on behalf of the other holders of the Company's voting
securities. Notwithstanding the foregoing, Melville or Nashua CVS will be
entitled to vote freely, without regard to any request or recommendation of
the Company's Board of Directors, with respect to certain matters specified in
the Company's Certificates of Designation for the Series D Preferred Stock and
the Series E Preferred Stock. The term of the Standstill and Registration
Rights Agreement expires at such time as voting securities of the Company
beneficially owned by Melville represent less than 3 percent of the total
combined voting power of all of the Company's outstanding voting securities.
Except for the Standstill and Registration Rights Agreement
described above, to the best of knowledge of Melville and the CVS Holding
Companies, there are no contracts, arrangements, understandings or
relationships (legal or otherwise) between the persons enumerated in Item 2,
and any other person, with respect to any securities of the Company,
including, but not limited to, transfer or voting of any of such securities,
finder's fees, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or
withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit 99(a): Stock Purchase Agreement, dated as of
October 14, 1995, by and between
Melville Corporation and The TJX
Companies, Inc., as amended by
Amendment Number One thereto dated
as of November 17, 1995(*)
Exhibit 99(b): Standstill and Registration Rights
Agreement, dated as of November 17,
1995, by and between Melville
Corporation and the TJX Companies,
Inc.(*)
Exhibit 99(c): Preferred Stock Subscription Agreement,
dated as of November 17, 1995, by and
between Melville Corporation and The
TJX Companies, Inc.(*)
Exhibit 99(d): Certificate of Designations,
Preferences, and Rights of Series D
Cumulative Convertible Preferred Stock
of The TJX Companies, Inc.(*)
Exhibit 99(e): Certificate of Designations,
Preferences, and Rights of Series E
Cumulative Convertible Preferred Stock
of The TJX Companies, Inc.(*)
- ------------
(*) Incorporated by reference to the applicable exhibit to Melville
Corporation's Current Report on Form 8-K dated December 4, 1995.
SIGNATURES
After reasonable inquiry and to the best knowledge and belief
of the undersigned, the undersigned certifies that the information set forth
in this statement is true, complete and correct.
Date: April 8, 1996
Melville Corporation
By: /s/ Stanley P. Goldstein
-------------------------------------
Name: Stanley P. Goldstein
Title: Chairman and Chief Executive
Officer
CVS Center, Inc.
By: /s/ Thomas M. Ryan
-------------------------------------
Name: Thomas M. Ryan
Title: President
CVS H.C., Inc.
By: /s/ Maureen Richards
-------------------------------------
Name: Maureen Richards
Title: Vice President
Nashua Hollis CVS, Inc.
By: /s/ Maureen Richards
-------------------------------------
Name: Maureen Richards
Title: Vice President
Schedule A
Directors and Executive Officers of Melville Corporation
and the CVS Holding Companies
The name, business address, title, present
principal occupation or employment of each of the directors and executive
officers of Melville and the CVS Holding Companies are set forth below. If no
business address is given, the director's or executive officer's business
address is Melville's address. Unless otherwise indicated, each occupation
set forth opposite an individual's name refers to Melville. All of the
persons listed below are citizens of the United States of America.
Name and Present Principal
Business Address Occupation
---------------- -----------------
Directors of Melville Corporation
- ---------------------------------
Allan J. Bloostein Consultant--Retail and Consumer
Goods Marketing
W. Don Cornwell Chairman of the Board and Chief
Executive Officer of Granite
Broadcasting Corporation
Thomas P. Gerrity Dean of The Wharton School of the
University of Pennsylvania
Stanley P. Goldstein Chairman of the Board and Chief
Executive Officer of Melville
Michael H. Jordan Chairman and Chief Executive
Officer of Westinghouse Electric
Corporation
William H. Joyce Chairman of the Board and Chief
Executive Officer of Union Carbide
Corporation
Terry R. Lautenbach Retired, formerly Senior Vice
President of IBM
Directors of Melville Corporation (continued)
Donald F. McCullough Chairman Emeritus of Collins &
Aikman Corporation
Harvey Rosenthal President and Chief Operating
Officer of Melville
Ivan G. Seidenberg Chairman of the Board and Chief
Executive Officer of Nynex
Corporation
Patricia Carry Stewart Retired, formerly Vice President
of The Edna McConnell Clark
Foundation
M. Cabell Woodward, Jr. Retired, formerly Vice Chairman,
Chief Financial Officer and a
Director of ITT Corporation
Directors of CVS Center, Inc.
(The business address of each director of CVS Center, Inc. is One CVS Drive,
Woonsocket, RI 02895)
Thomas M. Ryan President and Chief Executive
Officer of CVS Center, Inc.
Charles Conaway Vice President of CVS Center, Inc.
Daniel Nelson Vice President of CVS Center, Inc.
Directors of CVS H.C., Inc.
(The business address of each director of CVS H.C., Inc. is 400 Highway 169
So., Suite 600, Minneapolis, MN. 55426-1132)
Joel N. Waller Chairman and Chief Executive
Officer of Melville's Wilsons
business
David L. Rogers President of Melville's Wilsons
business
Brad Johnson Vice President of Melville's
Wilsons business
Directors of Nashua Hollis CVS, Inc.
- ------------------------------------
(The business address of each director of Nashua Hollis CVS, Inc. is 400
Highway 169 So., Suite 600, Minneapolis, MN. 55426-1132)
Joel N. Waller Chairman and Chief Executive
Officer of Melville's Wilsons
business
David L. Rogers President of Melville's Wilsons
business
Brad Johnson Vice President of Melville's
Wilsons business
Executive Officers of Melville Corporation and the CVS
Holding Companies (Who Are Not Directors)
- ------------------------------------------------------
Jerald S. Politzer Executive Vice President of
Melville
Jerald L. Maurer Senior Vice President of Melville
Carlos E. Alberini Vice President and Acting Chief
Financial Officer of Melville