Filed pursuant to Rule 424(b)(3) and 424(c)
Registration Number 333-60540
PROSPECTUS SUPPLEMENT
(To Prospectus dated May 24, 2001)
$517,500,000
THE TJX COMPANIES, INC.
Liquid Yield Option(TM) Notes due 2021
(Zero Coupon - Subordinated)
and
Common Stock Issuable Upon Conversion of the LYONs
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This document supplements the Prospectus dated May 24, 2001 relating to the
resale by the holders of Liquid Yield Option(TM) Notes (Zero Coupon -
Subordinated) due 2021 (the "LYONs") and the shares of Common Stock issuable
upon conversion of the LYONs.
This Prospectus Supplement is incorporated by reference into, and should be
read in conjunction with, the Prospectus dated May 24, 2001.
The following sets forth information as of the date of this Prospectus
Supplement about the principal amount at maturity of LYONs and the underlying
common stock beneficially owned by each selling securityholder that may be
offered using this Prospectus. All information concerning beneficial ownership
has been provided by the selling securityholders.
ADDITIONAL SELLING SECURITYHOLDERS (5)
The table below lists additional selling securityholders for the table on
pages 29-32 of the Prospectus.
Principal
Amount at
Maturity of
LYONs
Beneficially Percentage Number of Shares of Percentage of
Owned That May of LYONs Common Stock That May Common Stock
Name and Address be Sold Outstanding be Sold (1) Outstanding (2)
---------------- -------------- ----------- --------------------- ---------------
Victory Capital Management, as trustee $331,000 * 5,406 *
for Parker Key Convertible
127 Public Square
20th Floor
Cleveland, OH 44114
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* Less than 1%.
(1) Assumes conversion of all of the holder's LYONs at a conversion rate of
16.3335 shares of common stock per $1,000 principal amount at maturity of
the LYONs. However, this conversion rate will be subject to adjustment as
described under "Description of LYONs - Conversion Rights." As a result,
the amount of common stock issuable upon conversion of the LYONs may
increase or decrease in the future.
(2) Calculated based on 278,811,087 shares of common stock outstanding as of
March 31, 2001. In calculating this amount, we treated as outstanding that
number of shares of common stock issuable upon conversion of all of a
particular holder's LYONs. However, we did not assume the conversion of any
other holder's LYONs.
(5) Total principal amount of selling securityholders listed is more than
$517,500,000 because certain of the selling securityholders may have
transferred LYONs pursuant to Rule 144A or otherwise reduced their position
prior to selling pursuant to this Registration Statement. The maximum
principal amount of LYONs that may be sold under this prospectus will not
exceed $517,500,000.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
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The date of this Prospectus Supplement is March 27, 2002.
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Liquid Yield Option is a registered trademark of Merrill Lynch & Co., Inc.