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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 14, 1995
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THE TJX COMPANIES, INC.
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(Exact name of registrant as specified in charter)
DELAWARE 1-4908 04-2207613
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
770 Cochituate Road, Framingham, MA 01701
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (508) 390-2662
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This is page 1 of ___ pages.
Exhibit Index appears on page ___.
Item 5. Other Events
On October 14, 1995, The TJX Companies, Inc., a Delaware corporation
(the "Registrant") and Melville Corporation, a New York corporation
("Melville"), entered into a Stock Purchase Agreement (the "Stock Purchase
Agreement") pursuant to which the Registrant will acquire from Melville (the
"Acquisition") at the Closing (as defined in the Stock Purchase Agreement) all
of the capital stock of Marshalls of Roseville, Minn., Inc. (the "Shares"). The
purchase price for the Shares is $375,000,000 in cash plus junior convertible
preferred stock (the "Preferred Stock") that has an aggregate liquidation
preference equal to $175,000,000. The preferred stock will be issued in two
series - $25,000,000 of Series D Cumulative Convertible Preferred Stock (the
"Series D Preferred Stock"), which is automatically convertible into shares of
the Registrant's common stock ("Common Stock") on the first anniversary of its
issuance if not earlier redeemed for cash or converted into such Common Stock,
and $150,000,000 of Series E Cumulative Convertible Preferred Stock (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. The Preferred Stock will be convertible, in the aggregate, into between
9.4 million and 13.5 million shares of Common Stock, depending on the market
price of such Common Stock during the five trading days before the Closing and
further depending on the market price of such Common Stock at the time of
conversion. The cash portion of the purchase price is subject to adjustment
following the Closing in accordance with the Stock Purchase Agreement.
At the Closing, the Registrant and Melville will enter into a
Standstill and Registration Rights Agreement (the "Standstill and Registration
Rights Agreement") pursuant to which Melville will agree (i) not to acquire any
voting securities of the Registrant until such voting securities held by
Melville represent less than 3 percent of the total combined voting power of all
of the Registrant's outstanding voting securities and (ii) to vote all of the
Registrant's voting securities held by it in the manner recommended by the
Registrant's Board of Directors or, if the agreement to so vote shall be
prohibited or invalid, then to vote such voting securities in the same
proportion as the votes cast by or on behalf of the other holders of the
Registrant's voting securities.
The Standstill and Registration Rights Agreement also provides that
the Registrant will register, under the Securities Act of 1933, the Series E
Preferred Stock held by Melville, or the shares of Common Stock received by
Melville upon conversion 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 Registrant.
Consummation of the Acquisition is subject to the satisfaction of
certain conditions, including absence of regulatory prohibition, and the Stock
Purchase Agreement is subject to termination in certain circumstances, including
termination by either party if the Closing does not occur by January 31, 1996.
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The Registrant has obtained financing commitments, subject to certain
conditions, from a group of banks to fund the cash portion of the purchase price
and the working capital needs of the Registrant and the acquired business.
These financing commitments will terminate automatically unless definitive loan
documents are executed on or before January 31, 1996.
The foregoing description is qualified in its entirety by reference to
the Stock Purchase Agreement, a copy of which is attached hereto as Exhibit 2.2,
the form of Preferred Stock Subscription Agreement (which includes forms of the
Certificates of Designations, Preferences and Rights for the Series D Preferred
Stock and the Series E Preferred Stock, respectively), a copy of which is
attached hereto as Exhibit 10.1, and the form of Standstill and Registration
Rights Agreement, a copy of which is attached hereto as Exhibit 10.2.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
2.2 Stock Purchase Agreement dated as of October 14, 1995 between the
Registrant and Melville Corporation.
10.1 Form of Preferred Stock Subscription Agreement between the Registrant
and Melville Corporation, including form of Certificate of
Designations, Preferences and Rights for Series D Cumulative
Convertible Preferred Stock and form of Certificate of Designations,
Preferences and Rights for Series E Cumulative Convertible Preferred
Stock.
10.2 Form of Standstill and Registration Rights Agreement between the
Registrant and Melville Corporation.
10.3 Commitment Letter dated October 14, 1995 among The First National
Bank of Chicago, Bank of America Illinois, The Bank of New York,
Pearl Street L.P. and the Registrant.
99.1 Press Release issued by the Registrant on October 16, 1995.
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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
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Name: Donald G. Campbell
Title: Senior Vice President/Finance
Date: November 7, 1995
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EXHIBIT INDEX
Exhibit No. Description of Exhibits Page
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2.2 Stock Purchase Agreement dated as of October 14,
1995 between the Registrant and Melville Corporation.
10.1 Form of Preferred Stock Subscription Agreement
between the Registrant and Melville Corporation,
including form of Certificate of Designations,
Preferences and Rights for Series D Cumulative
Convertible Preferred Stock and form of Certificate of
Designations, Preferences and Rights for Series E
Cumulative Convertible Preferred Stock.
10.2 Form of Standstill and Registration Rights Agreement
between the Registrant and Melville Corporation.
10.3 Commitment Letter dated October 14, 1995 among
The First National Bank of Chicago, Bank of America
Illinois, The Bank of New York, Pearl Street L.P. and
the Registrant.
99.1 Press Release issued by the Registrant on October 16,
1995.
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