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.