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): May 24, 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 5. Other Events.
On May 24, 1996, Chadwick's of Boston, Ltd. ("Chadwick's"), a
wholly-owned subsidiary of The TJX Companies, Inc. ("TJX"), filed a
Registration Statement on Form S-1 (File No. 333-4427; the "Registration
Statement") pursuant to which TJX intends to sell to the public
9,260,000 shares of common stock of Chadwick's (approximately 61% of its
outstanding common stock). An additional 1,389,000 shares of Chadwick's
common stock owned by TJX (approximately 9% of the outstanding common
stock) would be subject to an over-allotment option granted to the
underwriters. The Registration Statement reflects an anticipated
initial public offering price of between $14.00 and $16.00 per share.
TJX has advised Chadwick's that following the closing of the offering,
TJX expects to continue to reduce its ownership interest in Chadwick's
over time, subject to prevailing market and other conditions.
TJX's press release announcing the filing of the Registration
Statement is included as an exhibit with this report. Also filed
herewith are unaudited pro forma condensed consolidated financial
statements of TJX for the year ended January 27, 1996 giving effect to
the offering reflected in the Registration Statement as well as TJX's
acquisition of Marshalls, as if both transactions occurred on the first
day of the fiscal year.
There can be no assurance that the offering reflected in the
Registration Statement will be made or consummated or, if the offering
is consummated, that the amount of shares sold or the initial public
offering price per share will be as reflected in the Registration
Statement.
Item 7. Financial Statements and Exhibits.
(a) Pro Forma Financial Information.
The unaudited pro forma condensed consolidated financial
information of TJX is filed herewith.
(b) Exhibits.
99.1. Press Release issued by the Registrant on May 24, 1996.
Page 3.
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: June 5, 1996
EXHIBIT INDEX
Exhibit No. Description of Exhibits
99.1 Press Release issued by TJX on May 24, 1996
THE TJX COMPANIES, INC.
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
On May 24, 1996, Chadwick's of Boston, Ltd. ("Chadwick's"), a
holding company formed to own the off-price catalog operation of
The TJX Companies, Inc. (the "Company), filed a Registration
Statement with the Securities and Exchange Commission pursuant to
which the Company intends to sell to the public 9,260,000 shares of
common stock of Chadwick's. An additional 1,389,000 shares of
common stock are subject to an over-allotment option granted to the
underwriters. After the offering, the Company will own
approximately 30%-39% (depending on the amount of the underwriters'
over-allotment option exercised) of the outstanding shares of
common stock of Chadwick's. It is currently anticipated that the
initial offering price will be between $14.00 and $16.00 per share.
The pro forma condensed consolidated financial statements of the
Company assume that the offering takes place at a price of $15.00
per share and that no underwriters' over-allotment option is
exercised. The pro forma condensed consolidated balance sheet as
of January 27, 1996 assumes the sale of 61% of the Company's
investment in Chadwick's on that date and is based on the audited
historical balance sheet of the Company as of January 27, 1996.
The pro forma adjustments eliminate the assets and liabilities of
Chadwick's included in the consolidated results of the Company,
record a gain on the sale of the Company's 61% interest in
Chadwick's, record the Company's remaining equity investment in
Chadwick's, assume conversion of the Company's Series D preferred
stock into common stock following a call for redemption and assume
the net proceeds from the offering along with Chadwick's repayment
of intercompany indebtedness are used to repay outstanding debt
incurred to acquire Marshalls.
The pro forma condensed consolidated statement of income for the
twelve months ended January 27, 1996 is based on the audited
historical statement of income of the Company as reported on Form
10-K for the year ended January 27, 1996 which include Marshalls
operating results since its acquisition by the Company on November
17, 1995. (See the Company's filing on Form 8-K dated as of
November 17, 1995 and subsequent amendment.) The historical
results for the Company have first been adjusted to reflect the
acquisition of Marshalls as if it had occurred on the first day of
the fiscal year. The pro forma adjustments include the historical
results of Marshalls from January 29, 1995 through the acquisition
date as well as adjustments for the impact of the purchase
accounting method and the impact of the preferred stock issued and
debt incurred as a result of the acquisition.
The pro forma results reflecting the acquisition of Marshalls
are further adjusted to reflect the sale of Chadwick's stock by the
Company as if it also occurred on the first day of the fiscal year.
The pro forma adjustments eliminate the operating results for
Chadwick's included in the Company's consolidated results, record
39% of Chadwick's net income and reflect a reduction in interest
expense due to the repayment of debt. The pro forma statement of
income excludes the non-recurring gain of approximately $65 million
the Company will recognize upon the sale of its investment in
Chadwick's and excludes a non-recurring charge of approximately $2
million the Company may incur for the prepayment of debt.
These pro forma condensed consolidated financial statements have
been prepared for information purposes only and do not necessarily
indicate what would have occurred had the acquisition of Marshalls
and public offering taken place on the dates indicated.
Specifically, the pro forma condensed consolidated statement of
income includes the historical results of Marshalls and Chadwick's,
which are not necessarily indicative of current results. Thus, the
pro forma statement of income does not fully reflect the impact
that Marshalls has had on the Company's results, nor is it
necessarily indicative of the impact that Marshalls and Chadwick's
may have on future results of the Company. The accompanying pro
forma condensed consolidated financial statements should be read in
conjunction with the historical financial statements of the
Company, the Company's Form 8-K dated November 17, 1995 (and
subsequent amendment) relating to the Marshalls acquisition and the
Form S-1 Registration Statement filed by Chadwick's of Boston, Ltd.
2
THE TJX COMPANIES, INC.
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
FOR FISCAL YEAR ENDED JANUARY 27, 1996
(UNAUDITED)
(IN THOUSANDS)
<TABLE>
<CAPTION>
BALANCE PRO FORMA PRO FORMA
AS REPORTED ADJUSTMENTS BALANCE
<S> <C> <C> <C>
Assets
Current assets:
Cash and cash equivalents $ 209,226 { 50,769 (1b) $ 219,195
{ 125,700 (1c)
{(166,500) (1e)
Accounts receivable 98,409 (43,265) (1a) 55,144
Merchandise inventories 1,343,852 (85,364) (1a) 1,258,488
Prepaid expenses 35,235 (18,829) (1a) 16,406
Total current assets 1,686,722 1,549,233
Property, net 785,492 (52,299) (1a) 733,193
Investment in Chadwick's of Boston, Ltd. - { 126,631 (1a) 29,586
{ (50,769) (1b)
{ (46,276) (1c)
Other assets 37,325 37,325
Goodwill and tradename, net of
amortization 236,043 236,043
Total Assets $2,745,582 $2,585,380
Liabilities
Current liabilities:
Short-term debt $ - $ -
Current installments of long-term
debt 78,670 (22,200) (1e) 56,470
Accounts payable 473,523 (36,889) (1a) 436,634
Accrued expenses and other current
liabilities 725,378 { (34,282) (1a) 701,096
{ 10,000 (1c)
Total current liabilities 1,277,571 1,194,200
Long-term debt, exclusive of current
installments 690,713 (144,300) (1e) 546,413
Deferred income taxes 12,664 (1,955) (1a) 10,709
Shareholders' Equity
Preferred stock at face value 282,500 (25,000) (1d) 257,500
Common stock 72,486 1,349 (1d) 73,835
Additional paid-in capital 269,159 23,651 (1d) 292,810
Retained earnings 140,489 69,424 (1c) 209,913
Total shareholders' equity 764,634 834,058
Total Liabilities and Shareholders'
Equity $2,745,582 $2,585,380
</TABLE>
The accompanying notes are an integral part of the unaudited pro forma
condensed consolidated
balance sheet.
THE TJX COMPANIES, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENT
OF INCOME
FOR THE FISCAL YEAR ENDED
JANUARY 27, 1996
(UNAUDITED)
<TABLE>
<CAPTION>
PRO FORMA
PRO FORMA ADJUSTMENTS FOR
BALANCE ADJUSTMENTS FOR PRO FORMA CHADWICK'S PRO FORMA
AS REPORTED MARSHALLS ACQUISITION SUBTOTAL STOCK SALE BALANCE
Dollars In Thousands Except Per Share Amounts
<S> <C> <C> <C> <C> <C>
Net sales $4,447,549 $2,110,394 (2a) $6,557,943 $(472,434) (3a) $6,085,509
Cost of sales, including buying
and occupancy costs 3,429,401 { (10,500) (2c) 5,187,537 (286,144) (3a) 4,901,393
{1,768,636 (2a)
Selling, general and administrative
expenses 830,019 { 2,264 (2d) 1,209,488 (160,143) (3a) 1,049,345
{ 377,205 (2a)
Store closing costs 35,000 - 35,000 35,000
Interest expense, net 44,226 { 6,258 (2a) 72,572 { (6,040) (3a) 55,032
{22,088 (2b) {(11,500) (3b)
Income from continuing consolidated
operations before income taxes 108,903 53,346 44,739
Provision for income taxes 45,304 {(16,637) (2a) 23,126 {(8,110) (3a) 19,616
{ (5,541) (2e) { 4,600 (3b)
63,599 30,220 25,123
Equity in net income of Chadwick's - - 3,251 (3c) 3,251
Income from continuing operations 63,599 30,220 28,374
Preferred stock dividends 9,314 8,342 (2f) 17,656 17,656
Income from continuing operations
for earnings per share computations $ 54,285 $ 12,564 $ 10,718
Number of common shares for
earnings per share computations 73,133,349 1,625,057 (2g) 74,758,406 74,758,406
Income from continuing operations
per common share $ .74 $ .17 $ .14
</TABLE>
The accompanying notes are an integral part of the unaudited pro forma
condensed consolidated statement of income.
THE TJX COMPANIES, INC.
NOTES TO PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
IN THOUSANDS
Note 1
The pro forma condensed consolidated balance sheet reflects the
following adjustments:
(a) To eliminate the assets and liabilities of Chadwick's
included in the consolidated results of the Company and
reflect the net assets of Chadwick's as investment in
Chadwick's of Boston, Ltd.
(b) To reflect payment to the Company by Chadwick's of the
balance of its inter-company indebtedness, after a $20
million forgiveness of debt via capital contribution by TJX.
(c) To record net proceeds of $125.7 million (based on $15.00
per share) received from TJX's sale of 61% of its investment
in Chadwick's, after the repayment of inter-company debt
described above, and to record a gain of $69.4 million,
after estimated taxes of $10 million, on this transaction as
of January 27, 1996.
(d) The Company is required to redeem its outstanding Series D
preferred stock from the proceeds of certain asset sales.
It is assumed the Company calls the Series D for redemption
and that the holders of the Series D preferred stock elect
their conversion rights and convert into common stock.
(e) To record repayment of long-term debt (including current
installments) of $166.5 million. The net proceeds used to
repay the debt include cash received from Chadwick's in
repayment of its inter-company debt and the net
proceeds from the stock offering, less taxes to be paid.
Note 2
The pro forma condensed consolidated statement of income reflects the
following adjustments relating to the acquisition of Marshalls:
(a) To record Marshalls historical results for the period
January 29, 1995 through November 17, 1995, the period prior
to the Company's acquisition of Marshalls.
Net sales $2,110,394
Cost of sales including
buying and occupancy costs 1,768,636
Selling, general and
administrative expenses 377,205
Interest expense, net 6,258
Provision (benefit) for income taxes (16,637)
(b) To record additional interest expense and amortization of
deferred financing costs for the period January 29, 1995
through November 17, 1995.
(c) To reflect a reduction in depreciation expense due to the
net write down of property to fair value for the period
January 29, 1995 through November 17, 1995.
(d) To record amortization of "Marshalls" trade name, net of
reduction in amortization due to elimination of goodwill
from prior acquisitions, for period January 29, 1995 through
November 17, 1995.
(e) To record the income tax (benefit) associated with pro forma
adjustments b, c and d at a marginal tax rate of 40%.
(f) To adjust preferred stock dividends for dilutive effect of
additional dividends on preferred stock issued for
acquisition of Marshalls.
(g) To adjust weighted average shares outstanding for earnings
per share calculations shares for dilutive effect of
preferred stock issued for acquisition of Marshalls.
Note 3
The pro forma condensed consolidated statement of income reflects the
following adjustments for the initial public offering of Chadwick's
stock.
(a) To eliminate the net sales, expenses and tax provision
relating to Chadwick's operating results as included in the
consolidated results of the Company.
(b) To reflect a reduction in interest expense as a result of
the repayment of a portion of the term loan incurred from
the acquisition of Marshalls, along with the related impact
on the income tax provision.
(c) To record 39% of Chadwick's net income as equity in the net
earnings of minority owned subsidiary. Chadwick's net
income for the fiscal year ended January 27, 1996 was $8.3
million which includes an after-tax extraordinary charge of
$3.3 million for early retirement of debt.
THE TJX COMPANIES, INC.
Public Information 508-390-2309
NEWS RELEASE
CONTACTS:
Steven Wishner Sherry Lang
Vice President Assistant Vice President
Treasurer Investor Relations Director
FOR IMMEDIATE RELEASE
(Friday, May 24, 1996)
THE TJX COMPANIES, INC. ANNOUNCES FILING OF REGISTRATION TO SELL
MAJORITY OF CHADWICK'S OF BOSTON IN PUBLIC OFFERING
Framingham, MA -- The TJX Companies, Inc. (NYSE:TJX), announced
that Chadwick's of Boston, Ltd., a Delaware holding company which has
been formed to own TJX's women's fashion off-price catalog subsidiary
of the same name, today filed a registration statement with the
Securities and Exchange Commission for an initial public offering of
9,260,000 shares of Chadwick's to be sold by TJX (which does not
include an underwriters' over-allotment option of 1,389,000 shares).
The intent to file this registration was previously announced by TJX.
The offering will be made through underwriters led by Salomon Brothers
Inc. and Goldman, Sachs & Co.
It is currently estimated that the initial public offering price
will range from $14.00 to $16.00 per share. After the offering, TJX
will continue to own approximately 39% of the outstanding shares of
common stock of Chadwick's (exclusive of the underwriters' over-
allotment option).
The TJX Companies, Inc. is the largest off-price apparel
retailer, with 590 T.J. Maxx stores, 494 Marshalls stores, the
nation's largest women's fashion off-price catalog Chadwick's of
Boston, 57 Winners Apparel Ltd. off-price family apparel stores in
Canada, and 23 HomeGoods off-price home fashions stores. TJX is also
developing T.K. Maxx, an off-price apparel concept operating 9 stores
in the United Kingdom.
A registration statement relating to these
securities has been filed with the Securities and
Exchange Commission but has not yet become
effective. These securities may not be sold nor
may offers to buy be accepted prior to the time
the registration statement becomes effective.
This press release shall not constitute an offer
to sell or the solicitation of an offer to buy nor
shall there be any sale of these securities in any
state in which such offer, solicitation or sale
would be unlawful prior to registration or
qualification under the securities laws of any
such state. A prospectus relating to the shares
of Chadwick's to be offered by TJX may be obtained
from Investor Relations, The TJX Companies, Inc.,
770 Cochituate Road, Framingham, MA, 01701.
-END-
