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): October 18, 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
This is page 1 of 98 pages.
Exhibit Index appears on page 5.
ITEM 5. OTHER EVENTS
Sale of Chadwick's of Boston business. On October 18, 1996, The TJX
Companies, Inc., a Delaware corporation (the "Registrant"), two subsidiaries of
the Registrant, and Brylane L.P., a Delaware limited partnership ("Brylane")
entered into Asset Purchase Agreements (the "Asset Purchase Agreements")
pursuant to which the two subsidiaries will sell to Brylane (the "Asset Sale")
at the Closing (as defined in the Asset Purchase Agreements) substantially all
of the assets (the "Assets") of the Registrant's Chadwick's of Boston apparel
catalog business, excluding the consumer credit card receivables of the
Chadwick's business, which will be retained by the Registrant. The purchase
price for the Assets is $222,800,000 in cash plus a Convertible Subordinated
Note 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 business. The cash portion of the purchase price is subject to
adjustment following the Closing in accordance with the Asset Purchase
Agreements.
Consummation of the Asset Sale is subject to the satisfaction of
certain conditions, and the Asset Purchase Agreements are subject to termination
in certain circumstances. The Registrant anticipates that the Asset Sale will be
consummated during the Registrant's fourth quarter.
The foregoing description is qualified in its entirety by reference to
the Asset Purchase Agreements, copies of which are attached hereto as Exhibits
2.1 and 2.2, respectively.
Information Regarding Forward-Looking Statements. In connection with
the "safe harbor" provisions of the Private Securities Litigation Reform Act of
1995, TJX is filing as an exhibit to this report cautionary statements
identifying important factors that could cause TJX's actual results to differ
materially from those projected in forward-looking statements that may be made
from time to time by, or on behalf of, TJX.
November 12, 1996 Press Release. On November 12, 1996, the Registrant
issued a press release announcing sales and earnings results for the third
quarter ended October 26, 1996. The Registrant cautions that any forward-looking
statements contained in such press release involve risks and uncertainties and
are subject to the factors discussed in the cautionary statements referred to
above.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
2.1 Asset Purchase Agreement dated as of October 18, 1996 among
the Registrant, Chadwick's, Inc. and Brylane, L.P.
2.2 Asset Purchase Agreement dated as of October 18, 1996 between
CDM Corp. and Brylane, L.P.
99.1 Press Release issued by the Registrant on October 21, 1996.
99.2 Cautionary Statement for Purposes of the "Safe Harbor"
Provisions of the Private Securities Litigation Reform Act of
1995.
99.3 Text of Press Release issued by the Registrant on November 12,
1996.
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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: November 20, 1996
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EXHIBIT INDEX
Exhibit No. Description of Exhibits Page
2.1 Asset Purchase Agreement dated as of October 18, 6
1996 among the Registrant, Chadwick's, Inc. and
Brylane, L.P.
2.2 Asset Purchase Agreement dated as of October 18, 71
1996 between CDM Corp. and Brylane, L.P.
99.1 Press Release issued by the Registrant on 90
October 21, 1996.
99.2 Cautionary Statement for Purposes of the "Safe Harbor" 92
Provisions of the Private Securities Litigation Reform
Act of 1995.
99.3 Text of Press Release issued by the Registrant on 96
November 12, 1996.