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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): December 9, 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 2. Acquisition or Disposition of Assets
Sale of Chadwick's of Boston business. On December 9, 1996 (the
"Closing Date"), The TJX Companies, Inc., a Delaware corporation (the
"Registrant") and two subsidiaries of the Registrant completed the sale
(the "Asset Sale") to Brylane L.P., a Delaware limited partnership
("Brylane") of substantially all of the assets (the "Assets") of the
Registrant's Chadwick's of Boston apparel catalog business, excluding
the approximately $125,000,000 of consumer credit card receivables of
the Chadwick's business, which will be retained by the Registrant and
collected when due. The sale was effected pursuant to an Asset Purchase
Agreement dated as of October 18, 1996 (the "Chadwick's Agreement")
among the Registrant, the Registrant's wholly-owned subsidiary
Chadwick's, Inc. ("Chadwick's") and Brylane and an Asset Purchase
Agreement dated as of October 18, 1996 between Chadwick's wholly-owned
subsidiary CDM Corp. and Brylane (together, the "Asset Purchase
Agreements"). The purchase price for the Assets is $222,800,000 in cash
plus a Convertible Subordinated Note due 2006 of Brylane (the
"Convertible Note") that has a principal amount equal to $20,000,000.
The Convertible Note is convertible into 727,273 limited partnership
units of Brylane ("Partnership Units") (subject to adjustment) at any
time at the option of the holder. Brylane will also assume certain
liabilities of the Chadwick's of Boston business. The cash portion of
the purchase price is subject to adjustment following the Closing Date
in accordance with the Asset Purchase Agreements. The terms of the
sale, including the consideration, were determined by arm's length
negotiations between unrelated parties. The Registrant used proceeds
from the sale to retire the outstanding balance of $160 million on its
$375 million term loan incurred to acquire Marshalls in November 1995.
This prepayment along with the $200 million prepaid earlier in November
1996 will result in an extraordinary after-tax charge of $2.7 million in
the Registrant's fourth quarter period ending January 25, 1997.
The foregoing description is qualified in its entirety by
reference to the Asset Purchase Agreements, both of which have been
filed previously.
Page 3.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Pro Forma Financial Information.
The pro forma financial information required to be
furnished by the Registrant with respect to the transaction
described in Item 2 above is incorporated herein by
reference to Item 5 of Part II and pages F-1 through F-8 of
the Form 10-Q filed for the quarter ended October 26, 1996.
(c) Exhibits.
99.1. Press Release issued by the Registrant on December 9, 1996.
99.2 Pages F-1 through F-8 of the Form 10-Q filed for the
quarter ended October 26, 1996.
Page 4.
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: December 20, 1996
EXHIBIT INDEX
Exhibit No. Description of Exhibits
(c) Exhibits
99.1 Press Release issued by the Registrant on December
9, 1996
99.2 Pages F-1 through F-8 of the Form 10-Q filed for the
quarter ended October 26, 1996.
EXHIBIT 99.1
THE TJX COMPANIES INC. NEWS RELEASE
PUBLIC INFORMATION: 508-390-2309
CONTACTS:
Steven Wishner Sherry Lang
Vice President Assistant Vice President
Treasurer Investor Relations Director
FOR IMMEDIATE RELEASE
(Monday, December 9, 1996)
THE TJX COMPANIES, INC. CONSUMMATES
CHADWICK'S OF BOSTON SALE
Framingham, MA -- The TJX Companies, Inc. (NYSE: TJX), the
world's largest off-price apparel retailer, today announced the
completion of the previously announced sale of the Chadwick's of
Boston catalog company to Brylane, L.P.
Bernard Cammarata, President and Chief Executive Officer of
The TJX Companies, Inc. commented, "We wish everyone at Chadwick's
continued success as they join with Brylane. This divestiture
allows TJX to grow as a Company more focused on our off-price,
large store formats."
The TJX Companies, Inc. is the world's largest off-price
apparel retailer, with 596 T.J. Maxx stores, 466 Marshalls stores,
65 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 18
stores in the United Kingdom.
-END-
770 COCHITUATE ROAD, FRAMINGHAM, MASSACHUSETTS 01701
EXHIBIT 99.2
THE TJX COMPANIES, INC.
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
On October 18, 1996, the Company announced that it had reached an
agreement with Brylane, L.P. to sell its Chadwick's of Boston
catalog operation (Chadwick's). The purchase price includes $222.8
million in cash and a $20 million convertible subordinated note.
The cash purchase price is subject to adjustment based on the
actual closing balance sheet of Chadwick's. In addition, the
Company will retain Chadwick's consumer credit card receivables.
The Company anticipates consummating the sale in late November or
early December, 1996.
The pro forma condensed consolidated balance sheet as of October
26, 1996 is based on the unaudited historical balance sheet of the
Company as of October 26, 1996, which reflects the Chadwick's
division as a discontinued operation. The pro forma condensed
consolidated balance sheet as of October 26, 1996 assumes the sale
of the division took place on that date and includes the following
pro forma adjustments: a) receipt of cash proceeds and note
receivable from Brylane, L.P., elimination of the net assets of
Chadwick's sold and recognition of the estimated net gain on the
sale of the division; b) the conversion of the Company's Series D
preferred stock into common stock following a required call for
redemption as a result of the sale; and c) the impact of the
prepayment of a portion of the $375 million term loan incurred to
acquire Marshalls from the cash proceeds from the sale of
Chadwick's. The remaining net assets from discontinued operations
represents the consumer credit receivables retained by TJX that
will be collected subsequent to the balance sheet date. The
Company anticipates using available cash balances and/or proceeds
from the Chadwick's sale to fully retire the term loan in the
Company's fourth quarter period ending January 25, 1997, which is
only partially reflected in these pro formas.
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 includes 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.) These historical
results will be restated to present Chadwick's as a discontinued
operation in future filings that include this period. The
elimination of Chadwick's from continuing operations is presented
here as a pro forma adjustment. The pro forma condensed
consolidated statement of income for the nine months ended October
26, 1996 is based on the unaudited historical statement of income
F-1
of the Company filed with the Company's Form 10-Q, which already
reflects the operating results of Chadwick's as a discontinued
operation.
The historical results of the Company for the twelve months ended
January 27, 1996 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 for
the twelve months ended January 27, 1996 and the historical results
for the nine months ended October 26, 1996 are adjusted to reflect
the sale of the Chadwick's division as if it also occurred on the
first day of the fiscal year ended January 27, 1996. In addition
to the pro forma adjustment to eliminate Chadwick's from continuing
operations for the fiscal year ended January 27, 1996, the pro
forma adjustments to both periods to reflect the sale of Chadwick's
include a reduction in interest expense due to the prepayment of
debt from the cash proceeds received, and the recognition of
interest income on the convertible subordinated note receivable.
The pro forma statements of income exclude the non-recurring gain
of approximately $125 million the Company will recognize upon the
sale of the division and exclude a non-recurring charge of
approximately $1.6 million for the partial 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 the sale of Chadwick's taken place on the dates indicated.
Specifically, the pro forma condensed consolidated statement of
income for the twelve months ended January 27, 1996 includes the
historical results of Marshalls which is not necessarily indicative
of current results. Thus, the pro forma statement of income for
the twelve months ended January 27, 1996 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 may have on
future results of the Company. In addition, the pro forma
condensed consolidated financial statements do not reflect the
final allocation of the purchase price for Marshalls and do not
reflect benefit of the full prepayment of the $375 million term
loan anticipated to take place in the Company's fourth quarter
period ending January 25, 1997. 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
Company's Form 8-K dated October 18, 1996 relating to the agreement
to sell the Chadwick's division.
F-2