-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CSdcbaHGHdtJQxpbG5X+kn9mCelh2vkuaXOzmQnZ7JLJ7d9ruGQtNUyzfdUwWRST p+OkDnLY4o51i3MwHnl7Vw== 0000950135-07-002034.txt : 20070403 0000950135-07-002034.hdr.sgml : 20070403 20070403153019 ACCESSION NUMBER: 0000950135-07-002034 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070328 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20070403 DATE AS OF CHANGE: 20070403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TJX COMPANIES INC /DE/ CENTRAL INDEX KEY: 0000109198 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] IRS NUMBER: 042207613 STATE OF INCORPORATION: DE FISCAL YEAR END: 0127 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04908 FILM NUMBER: 07743990 BUSINESS ADDRESS: STREET 1: 770 COCHITUATE RD CITY: FRAMINGHAM STATE: MA ZIP: 01701 BUSINESS PHONE: 508-390-2662 MAIL ADDRESS: STREET 1: 770 COCHITUATE ROAD CITY: FRAMINGHAM STATE: MA ZIP: 01701 FORMER COMPANY: FORMER CONFORMED NAME: ZAYRE CORP DATE OF NAME CHANGE: 19890625 8-K 1 b64816txe8vk.htm THE TJX COMPANIES, INC. FORM 8-K e8vk
 

 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 28, 2007
 
THE TJX COMPANIES, INC.
(Exact Name of Registrant as Specified in its Charter)
         
DELAWARE   1-4908   04-2207613
         
(State or Other Jurisdiction
of Incorporation)
  (Commission File
Number)
  (I.R.S. Employer
Identification No.)
 
770 Cochituate Road, Framingham, MA 01701
 
(Address of Principal Executive Offices) (Zip Code)
(508) 390-1000
 
Registrant’s Telephone Number (Including Area Code)
N/A
 
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

ITEM 8.01.    OTHER EVENTS.
     On March 28, 2007, The TJX Companies, Inc. (“TJX”) announced that it had entered into a plan to repurchase shares of its common stock pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. TJX announced that it expected to resume its share repurchase activity under the plan, which had been temporarily suspended since December 2006.
     The press release announcing the Rule 10b5-1 plan is attached hereto as Exhibit 99.1.
ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS.
(d)   Exhibits
Exhibit 99.1   Press Release of The TJX Companies, Inc. dated March 28, 2007.

 


 

SIGNATURES
     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.
 
 
  /s/ Jeffrey G. Naylor    
  Jeffrey G. Naylor   
  Senior Executive Vice President and Chief Financial and Administrative Officer   
 
Dated: April 3, 2007

 


 

EXHIBIT INDEX
     
Exhibit
Number
 
Description
 
   
99.1
  Press Release of The TJX Companies, Inc. dated March 28, 2007.

 

EX-99.1 2 b64816txexv99w1.htm EX-99.1 PRESS RELEASE DATED MARCH 28, 2007 exv99w1
 

EXHIBIT 99.1   
     
CONTACT:
   
Sherry Lang
   
Senior Vice President
   
Investor and Public Relations
  FOR IMMEDIATE RELEASE
(508) 390-2323
  Wednesday, March 28, 2007
THE TJX COMPANIES, INC. ANNOUNCES RESUMPTION OF SHARE
REPURCHASE ACTIVITY THROUGH A RULE 10B5-1 PLAN
     Framingham, MA — The TJX Companies, Inc. (NYSE:TJX), the leading off-price retailer of apparel and home fashions in the U.S. and worldwide, today announced that it has entered into a plan to repurchase shares of its common stock pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended. A Rule 10b5-1 plan allows the Company to purchase its shares at times when it would otherwise not be in the market due to self-imposed blackout periods or pursuant to insider trading laws. Under this plan, the Company expects to resume its share repurchase activity, which has been temporarily suspended since December 2006 as a result of the discovery of an unauthorized intrusion into its computer systems that process and store customer transaction information.
     As previously announced, the Company plans to repurchase up to $900 million of TJX stock during the fiscal year ending January 26, 2008, significantly more than the $557 million of TJX stock that the Company repurchased during fiscal year 2007. The Rule 10b5-1 plan will facilitate the execution of this plan. Brokers selected by the Company will have the authority under the terms and limitations specified in the plan to repurchase shares on the Company’s behalf in accordance with the terms of the plan. Information regarding share repurchases will be available in the Company’s reports on Form 10-Q and 10-K.
     Carol Meyrowitz, President and Chief Executive Officer of The TJX Companies, Inc., commented, “This plan to resume our share repurchase activity reflects our continued confidence in the financial strength of the Company, our business and our ability to drive profitable sales growth. TJX’s operations continue to generate significant excess cash and strong returns on invested capital, and we remain committed to our share buyback program as an important method of returning value to our shareholders.”
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THE TJX COMPANIES, INC. ANNOUNCES RESUMPTION OF SHARE
REPURCHASE ACTIVITY THROUGH A RULE 10B5-1 PLAN

Wednesday, March 28, 2007
Page 2
     Since 1997, the Company has spent $4.8 billion on the repurchase of its stock, buying back 309 million shares. As previously announced, in January 2007, the Board of Directors authorized the purchase of $1.0 billion of TJX common stock from time to time. This program is in addition to the $436 million remaining under the Company’s existing plan as of January 27, 2007.
     The TJX Companies, Inc. is the leading off-price retailer of apparel and home fashions in the U.S. and worldwide. The Company operates 822 T.J. Maxx, 752 Marshalls, 270 HomeGoods, and 129 A.J. Wright stores, as well as 36 Bob’s Stores, in the United States. In Canada, the Company operates 184 Winners and 68 HomeSense stores, and in Europe, 210 T.K. Maxx stores. TJX’s press releases and financial information are also available on the Internet at www.tjx.com.
SAFE HARBOR STATEMENTS UNDER THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Various statements made in this release are forward-looking and involve a number of risks and uncertainties. All statements that address activities, events or developments that we intend, expect or believe may occur in the future, including projections of earnings per share and same store sales, are forward-looking statements. The following are some of the factors that could cause actual results to differ materially from the forward-looking statements: the results and effects of the intrusion into our computer system including the outcome of our investigation, the extent of customer information compromised and consequences to our business including effects on sales and liabilities and costs in connection with this intrusion; our ability to successfully expand our store base and increase same store sales; risks of expansion and costs of contraction; our ability to successfully implement our opportunistic inventory strategies and to effectively manage our inventories; successful advertising and promotion; consumer confidence, demand, spending habits and buying preferences; effects of unseasonable weather; competitive factors; factors affecting availability of store and distribution center locations on suitable terms; factors affecting our recruitment and employment of associates; factors affecting expenses; success of our acquisition and divestiture activities; our ability to successfully implement technologies and systems and protect data; our ability to continue to generate adequate cash flows; our ability to execute the share repurchase program; availability and cost of financing; general economic conditions, including gasoline prices; potential disruptions due to wars, natural disasters and other events beyond our control; changes in currency and exchange rates; import risks; adverse outcomes for any significant litigation; changes in laws and regulations and accounting rules and principles; adequacy of reserves; closing adjustments; effectiveness of internal controls; and other factors that may be described in our filings with the Securities and Exchange Commission. We do not undertake to publicly update or revise our forward-looking statements even if experience or future changes make it clear that any projected results expressed or implied in such statements will not be realized.
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