Notice to Holders of Zero Coupon - Subordinated Notes
In respect of
Liquid Yield Option ™ Notes Due 2021
(CUSIP Nos: 872540AL3 and 872540AJ8)
Of
The TJX Companies, Inc.
Reference is made to the certain Indenture, as amended or supplemented (the "Indenture"), dated February 13, 2001, between The TJX Companies, Inc., a Delaware corporation (the "Company"), and The Bank of New York Trust Company, N.A., a national banking association (the "Trustee"). The Company hereby provides notice to the Holders of the Company's Liquid Yield Option Notes (Zero Coupon-Subordinated) due 2021 (the "Securities"), as provided below. Capitalized terms not defined herein shall have the meanings ascribed to such terms in the Indenture.
The Company hereby notifies the Holders that, for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day in the Company's fiscal quarter ending July 26, 2008, the Closing Price of the Common Stock was greater than or equal to the applicable specified percentage of the Accreted Conversion Price per share of Common Stock in effect on such last trading day. Accordingly, in accordance with the terms of the Indenture, from July 28, 2008 until October 24, 2008, the Securities shall be convertible at the Conversion Rate in accordance with the terms of the Securities and the Indenture. In order to convert a Security during the Company's current fiscal quarter, a Holder must satisfy all requirements of section 8 of the Securities by the close of business on October 24, 2008.
Under the terms of the Indenture, the Securities may cease to be convertible after October 24, 2008, unless the applicable specified percentage is again met for at least 20 trading days during the period of 30 consecutive trading days ending on the last trading day in the Company's fiscal quarter ending October 25, 2008.
Any questions regarding the mechanics of the conversion process should be directed to the Conversion Agent: The Bank of New York Mellon Corporation, Corporate Trust Operations, Reorganization Unit,101 Barclay Street 7 East, New York, N.Y. 10286, Attn: Mr. Randolph Holder, (212)-815-5098.
Any other questions regarding the conversion should be directed to the Company: The TJX Companies, Inc., 770 Cochituate Road, Framingham, MA 01701, Attention: Mary B. Reynolds, Senior Vice President - Treasurer, (508)-390-2351.