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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): November 17, 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 ___.
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ITEM 2. ACQUISITION OF ASSETS
On November 17, 1995, The TJX Companies, Inc., a Delaware corporation
(the "Registrant"), completed the acquisition from Melville Corporation, a New
York corporation ("Melville"), of all of the capital stock (the "Shares") of
Marshalls of Roseville, Minn., Inc. ("Marshalls") pursuant to a Stock Purchase
Agreement, as amended by Amendment No. 1 thereto (the "Stock Purchase
Agreement") (reported in the Registrant's Form 8-K dated October 14, 1995 (the
"October Form 8-K")). Marshalls, an off-price family apparel retailer,
operates approximately 500 stores. The purchase price for the Shares was
$375,000,000 in cash plus the issuance of junior convertible preferred stock of
the Registrant (the "Preferred Stock") that has an aggregate liquidation
preference equal to $175,000,000 and other terms described in the October Form
8-K. The Preferred Stock was issued pursuant to a Preferred Stock Purchase
Agreement between the Registrant and Melville 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
approximately 9.4 million and approximately 11.7 million shares of Common
Stock, 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. The
terms of the sale, including the consideration, were determined by arm's length
negotiations.
The Registrant and Melville also entered into a Standstill and
Registration Rights Agreement (the "Standstill and Registration Rights
Agreement") having the terms described in the October Form 8-K and a
Transitional Services Agreement pursuant to which Melville will provide certain
computer equipment, software and other services to the Registrant for a period
after closing.
The Registrant also entered into a Credit Agreement dated as of
November 17, 1995 among The First National Bank of Chicago, Bank of America
Illinois, The Bank of New York, and Pearl Street L.P., as co-arrangers, the
other financial institution parties thereto, and the Registrant, under which
the Registrant borrowed $375 million on an amortizing term loan basis to fund
the cash portion of the purchase price for the Shares and may borrow up to an
additional $500 million on a revolving loan basis to fund the working capital
needs of the Registrant and the acquired business.
The foregoing description is qualified in its entirety by reference to
the Stock Purchase Agreement, the Preferred Stock Subscription Agreement, and
the Standstill and Registration Rights Agreement, all of which have been filed
previously with the exception of Amendment No. 1 to the Stock Purchase
Agreement, a copy of which is attached hereto as Exhibit 2.2 and
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incorporated herein by reference; the Certificates of Designations, Preferences
and Rights for the Series D Preferred Stock and the Series E Preferred Stock,
respectively, copies of which are attached hereto as Exhibits 10.1 and 10.2,
respectively, and incorporated herein by reference; the Transitional Services
Agreement, a copy of which is attached hereto as Exhibit 10.3 and incorporated
herein by reference; and the Credit Agreement, a copy of which is attached
hereto as Exhibit 10.4 and incorporated herein by reference.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statement of Business Acquired.
Financial statements for the acquired business are not yet
available, and will be filed as soon as practicable but not
later than 60 days after the required filing date of this
report.
(b) Pro Forma Financial Information.
Pro forma financial information reflecting this acquisition is
not yet available, and will be filed as soon as practicable
but not later than 60 days after the required filing date of
this report.
(c) Exhibits.
2.2 Amendment No. 1 dated as of November 17, 1995 to Stock
Purchase Agreement dated as of October 14, 1995 between the
Registrant and Melville Corporation.
10.1 Certificates of Designations, Rights and Preferences for the
Registrant's Series D Cumulative Convertible Preferred Stock.
10.2 Certificates of Designations, Rights and Preferences for the
Registrant's Series E Cumulative Convertible Preferred Stock.
10.3 Transitional Services Agreement dated as of November 17, 1995
between the Registrant and Melville Corporation.
10.4 Credit Agreement dated as of November 17, 1995 among The First
National Bank of Chicago, Bank of America Illinois, The Bank
of New York, and Pearl Street L.P., as co-arrangers, the other
financial institution parties thereto, and the Registrant.
99.1 Press Release issued by the Registrant on November 20, 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: December 1, 1995
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EXHIBIT INDEX
Exhibit No. Description of Exhibits Page
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2.2 Amendment No. 1 dated as of November 17, 1995 to Stock
Purchase Agreement dated as of October 14, 1995 between the
Registrant and Melville Corporation.
10.1 Certificates of Designations, Rights and Preferences for the
Registrant's Series D Cumulative Convertible Preferred Stock.
10.2 Certificates of Designations, Rights and Preferences for the
Registrant's Series E Cumulative Convertible Preferred Stock.
10.3 Transitional Services Agreement dated as of November 17, 1995
between the Registrant and Melville Corporation.
10.4 Credit Agreement dated as of November 17, 1995 among The First
National Bank of Chicago, Bank of America Illinois, The Bank
of New York, and Pearl Street L.P., as co-arrangers, the other
financial institution parties thereto, and the Registrant.
99.1 Press Release issued by the Registrant on November 20, 1995.
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