SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. ___)*
BJ's Wholesale Club, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
05548J106
(CUSIP Number)
Stephen M. Schultz, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
Tel: (212) 986-6000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 18, 2003
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [x].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott Associates, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
1,580,400
8 SHARED VOTING POWER
0
9. SOLE DISPOSITIVE POWER
1,580,400
10. SHARED DISPOSITIVE POWER
0
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,580,400
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.3%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott International, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands, British West Indies
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,925,900
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,925,900
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,925,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
14. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Elliott International Capital Advisors Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a)[x]
(b)[ ]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
OO
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7. SOLE VOTING POWER
0
8 SHARED VOTING POWER
1,925,900
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
1,925,900
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,925,900
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.8%
14. TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
ITEM 1. Security and Issuer.
This statement relates to the common stock (the "Common Stock"), of BJ's
Wholesale Club, Inc. (the "Issuer"). The Issuer's principal executive office is
located at One Mercer Road, Natick, Massachusetts 01760.
ITEM 2. Identity and Background.
(a)-(c) This statement is being filed by (i) Elliott Associates, L.P., a
Delaware limited partnership, and its wholly-owned subsidiaries (collectively,
"Elliott"), (ii) Elliott International, L.P., a Cayman Islands limited
partnership ("Elliott International"), and (iii) Elliott International Capital
Advisors Inc., a Delaware corporation ("EICA" and collectively with Elliott and
Elliott International, the "Reporting Persons"). Paul E. Singer ("Singer") and
Elliott Capital Advisors, L.P., a Delaware limited partnership ("Capital
Advisors"), which is controlled by Singer, are the general partners of Elliott.
Hambledon, Inc., a Cayman Islands corporation ("Hambledon"), which is also
controlled by Singer, is the general partner of Elliott International. EICA is
the investment manager for Elliott International. EICA expressly disclaims
equitable ownership of and pecuniary interest in any shares of Common Stock.
The business address of each of Elliott, EICA, Singer and Capital Advisors
is 712 Fifth Avenue, 36th Floor, New York, New York 10019. The business address
of each of Elliott International and Hambledon is c/o HSBC Financial Services
(Cayman) Limited, P.O. Box 1109, Mary Street, Grand Cayman, Cayman Islands.
The principal business of each of Elliott and Elliott International is to
purchase, sell, trade and invest in securities. The principal business of EICA
is the furnishing of investment advisory services to Elliott International. The
principal business of Mr. Singer is serving as general partner of Elliott and
Capital Advisors and as president of EICA. The principal business of Capital
Advisors is serving as general partner of Elliott. The principal business of
Hambledon is serving as general partner of Elliott International.
(d) and (e) During the last five years, none of the persons or entities
listed above has been (i) convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors); or (ii) a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.
(f) Mr. Singer is a citizen of the United States.
ITEM 3. Source and Amount of Funds or Other Consideration.
The source and amount of funds used by Elliott in purchasing the Common
Stock it beneficially owns are:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $17,944,023
The source and amount of funds used by Elliott International in purchasing
the Common Stock it beneficially owns are:
SOURCE OF FUNDS AMOUNT OF FUNDS
Working Capital $21,852,121
ITEM 4. Purpose of Transaction.
Each of Elliott and Elliott International acquired the Common Stock
beneficially owned by it in the ordinary course of its trade or business of
purchasing, selling, trading and investing in securities. EICA has acted as
investment manager with respect to Elliott International's acquisition of
beneficial ownership of Common Stock.
Depending upon market conditions and other factors that it may deem
material, each of Elliott and Elliott International may acquire additional
shares of Common Stock or other securities of the Issuer or may dispose of all
or a portion of the Common Stock or other securities of the Issuer that it now
beneficially owns or hereafter acquires. Each of Elliott and Elliott
International may also meet with other shareholders, investment bankers and/or
the Issuer's management and Board of Directors to consider a variety of
different alternatives to maximize shareholder value, including, without
limitation, proposing that the Issuer enter into one or more negotiated
transactions, and/or commencing or joining a tender offer, proxy contest,
consent solicitation, or other similar action. However, it should not be assumed
that either Elliott or Elliott International will take any of the foregoing
actions, and each of them expressly reserves the right to participate, alone or
with others, in plans, proposals or transactions of a similar or different
nature with respect to the Issuer.
ITEM 5. Interest in Securities of the Issuer.
(a) Elliott beneficially owns 1,580,400 shares of Common Stock,
constituting 2.3% of all of the outstanding shares of Common Stock.
Elliott International and EICA beneficially own an aggregate of 1,925,900
shares of Common Stock, constituting 2.8% of all of the outstanding shares of
Common Stock.
Collectively, Elliott, Elliott International and EICA beneficially own
3,506,300 shares of Common Stock constituting 5.1% of all of the outstanding
shares of Common Stock.
(b) Elliott has the power to vote or direct the vote of, and to dispose or
direct the disposition of, the shares of Common Stock beneficially owned by it.
Elliott International has the shared power with EICA to vote or direct the
vote of, and to dispose or direct the disposition of, the shares of Common Stock
owned by Elliott International. Information regarding each of Elliott
International and EICA is set forth in Item 2 of this Schedule 13D and is
expressly incorporated by reference herein.
(c) The following transactions were effected by Elliott during the past
sixty (60) days:
Approx. Price per
Amount of Shs. Share (excl. of
Date Security Bought(Sold) commissions)
02/05/03 Common 123,700 $15.09
02/18/03 Common 22,500 $14.22
02/19/03 Common 96,800 $14.22
02/20/03 Common 63,000 $13.97
02/21/03 Common 63,000 $13.97
02/24/03 Common 15,700 $13.93
02/25/03 Common 54,900 $13.83
03/04/03 Common 196,800 $11.26
03/05/03 Common 5,000 $15.00*
03/05/03 Common 280,100 $10.16
03/06/03 Common 25,200 $10.12
03/07/03 Common 214,200 $10.09
03/10/03 Common 112,500 $10.09
03/11/03 Common 90,000 $9.98
03/12/03 Common 93,200 $9.38
03/13/03 Common (18,000) $9.48
03/14/03 Common 27,000 $9.77
03/17/03 Common 45,000 $10.09
03/18/03 Common 69,800 $10.07
The following transactions were effected by Elliott International during
the past sixty (60) days:
Approx. Price per
Amount of Shs. Share (excl. of
Date Security Bought(Sold) commissions)
02/05/03 Common 151,300 $15.09
02/18/03 Common 27,500 $14.22
02/19/03 Common 118,200 $14.22
02/20/03 Common 77,000 $13.97
02/21/03 Common 77,000 $13.97
02/24/03 Common 19,300 $13.93
02/25/03 Common 67,100 $13.83
03/04/03 Common 240,600 $11.26
03/05/03 Common 342,400 $10.16
03/06/03 Common 30,800 $10.12
03/07/03 Common 261,800 $10.09
03/10/03 Common 137,500 $10.09
03/11/03 Common 110,000 $9.98
03/12/03 Common 113,800 $9.38
03/13/03 Common 400 $15.00*
03/13/03 Common (22,000) $9.48
03/14/03 Common 33,000 $9.77
03/17/03 Common 55,000 $10.09
03/18/03 Common 85,200 $10.07
All of the above transactions were effected on the New York Stock Exchange,
except for those marked with an asterisk (*), which represent settlements of
puts written by the Reporting Persons.
(d) No person other than Elliott has the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of, the
shares of Common Stock beneficially owned by Elliott.
No person other than Elliott International and EICA has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the shares of Common Stock beneficially owned by Elliott
International and EICA.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Elliott has written puts with respect to 140,000 shares of Common Stock and
written calls with respect to 124,000 shares of Common Stock. Elliott
International has written puts with respect to 176,700 shares of Common Stock
and written calls with respect to 152,600 shares of Common Stock. All such puts
and calls were written through the Chicago Board of Options Exchange.
ITEM 7. Material to be Filed as Exhibits.
Exhibit A - Joint Filing Agreement
SIGNATURES
After reasonable inquiry and to the best of its knowledge and belief, the
undersigned each certifies that the information with respect to it set forth in
this statement is true, complete and correct.
Dated: March 19, 2003
ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner
By: Braxton Associates, Inc., as General Partner
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital Advisors Inc.,
as Attorney-in-Fact
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the common stock of BJ's Wholesale Club, Inc. dated March 19, 2003
is, and any further amendments thereto signed by each of the undersigned shall
be, filed on behalf of each of the undersigned pursuant to and in accordance
with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934,
as amended.
Dated: March 19, 2003
ELLIOTT ASSOCIATES, L.P.
By: Elliott Capital Advisors, L.P., as General Partner
By: Braxton Associates, Inc., as General Partner
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL, L.P.
By: Elliott International Capital Advisors Inc.,
as Attorney-in-Fact
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President
ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
By: /s/ Elliot Greenberg
Elliot Greenberg
Vice President