1 Filed pursuant to Rule 424(b)(3) and 424(c) Registration Number 333-60540 PROSPECTUS SUPPLEMENT (To Prospectus dated May 24, 2001) $517,500,000 THE TJX COMPANIES, INC. Liquid Yield Option(TM)Notes due 2021 (Zero Coupon - Subordinated) and Common Stock Issuable Upon Conversion of the LYONs ------------------------------ This document supplements the Prospectus dated May 24, 2001 relating to the resale by the holders of Liquid Yield Option(TM) Notes (Zero Coupon - Subordinated) due 2021 (the "LYONs") and the shares of Common Stock issuable upon conversion of the LYONs. This Prospectus Supplement is incorporated by reference into, and should be read in conjunction with, the Prospectus dated May 24, 2001. The following sets forth information as of the date of this Prospectus Supplement about the principal amount at maturity of LYONs and the underlying common stock beneficially owned by each selling securityholder that may be offered using this Prospectus. All information concerning beneficial ownership has been provided by the selling securityholders. ADDITIONAL SELLING SECURITYHOLDERS The table below lists additional selling securityholders for the table on pages 29-32 of the Prospectus. Principal Amount at Maturity of Number of LYONs Shares of Beneficially Percentage Common Stock Percentage of Owned That of LYONs That May Common Stock Name and Address May Be Sold Outstanding Be Sold (1) Outstanding (2) ---------------- ------------ ----------- ------------ --------------- Clinton Riverside Convertible Portfolio $ 8,000,000 1.55% 130,668 * Limited c/o Clinton Group, Inc. Financial Square 32 Old Slip - 5th Floor New York, NY 10005
2 Forest Alternative Strategies Fund II, $ 575,000 * 9,391 * L.P. c/o Forest Investment Mgmt., L.L.C 53 Forest Avenue Old Greenwich, CT 06870 Forest Fulcrum Fund, L.P. $ 5,558,000 1.07% 90,781 * c/o Forest Investment Mgmt., L.L.C 53 Forest Avenue Old Greenwich, CT 06870 Forest Global Convertible Fund AS $29,702,000 5.74% 485,137 * c/o Forest Investment Mgmt., L.L.C 53 Forest Avenue Old Greenwich, CT 06870 LLT Limited $ 1,650,000 * 26,950 * #48 Par-la-Ville Rd. Suite No. 779 Hamilton, HM 11 Bermuda Lyxor Master Fund $14,000,000 2.71% 228,669 * c/o Forest Investment Mgmt., L.L.C 53 Forest Avenue Old Greenwich, CT 06870 Morgan Stanley & Co. $25,000,000 4.83% 408,337 * 1585 Broadway New York, NY 10036 Sylvan IMA, Ltd. $ 3,630,000 * 59,290 * c/o Forest Investment Mgmt., L.L.C 53 Forest Avenue Old Greenwich, CT 06870 Zurich Master Hedge Fund $ 2,085,000 * 34,055 * c/o Forest Investment Mgmt., L.L.C 53 Forest Avenue Old Greenwich, CT 06870 SELLING SECURITYHOLDERS The table below sets forth updated or corrected information regarding the selling securityholders listed on the table on pages 29-32 of the Prospectus. Principal Amount at Maturity of Number of LYONs Shares of Beneficially Percentage Common Stock Percentage of Owned That of LYONs That May Common Stock Name and Address May Be Sold Outstanding Be Sold (1) Outstanding (2) ---------------- ------------ ----------- ------------ --------------- Any other holder of LYONs or future $179,247,000 34.64% 2,927,730 1.05% transferee, pledgee, donee or successor of any holder (3) (4)
3 - --------------- * Less than 1%. (1) Assumes conversion of all of the holder's LYONs at a conversion rate of 16.3335 shares of common stock per $1,000 principal amount at maturity of the LYONs. However, this conversion rate will be subject to adjustment as described under "Description of LYONs - Conversion Rights." As a result, the amount of common stock issuable upon conversion of the LYONs may increase or decrease in the future. (2) Calculated based on 278,811,087 shares of common stock outstanding as of March 31, 2001. In calculating this amount, we treated as outstanding that number of shares of common stock issuable upon conversion of all of a particular holder's LYONs. However, we did not assume the conversion of any other holder's LYONs. (3) Information about other selling securityholders will be set forth in prospectus supplements, if required. (4) Assumes that any other holders of LYONs, or any future transferees, pledgees, donees or successors of or from any such other holders of LYONs, do not beneficially own any common stock other than the common stock issuable upon conversion of the LYONs at the initial conversion rate. ------------------------------ NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ------------------------------ The date of this Prospectus Supplement is June 19, 2001. - --------------- Liquid Yield Option is a registered trademark of Merrill Lynch & Co., Inc.