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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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SCHEDULE TO

(RULE 13e-4)

TENDER OFFER STATEMENT

UNDER

SECTION 14(d)(1) OR 13(e)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

 

(Amendment No. 1)

 

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BJ’S WHOLESALE CLUB, INC.

(Name of Subject Company (Issuer) and Filing Person (Offeror))

 

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Options to Purchase Common Stock, $0.01 Par Value Per Share,

Having an Exercise Price of $29.00 or More Per Share

(Title of Class of Securities)

 

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055 485 106

(CUSIP Number of Class of Securities)

(Underlying Common Stock)

 

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Michael T. Wedge

President and Chief Executive Officer

BJ’s Wholesale Club, Inc.

One Mercer Road

Natick, Massachusetts 01760

(508) 651-7400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications on Behalf of Filing Person)

 

Copy to:

 

Mark G. Borden, Esq.

Hale and Dorr LLP

60 State Street

Boston, Massachusetts 02109

Telephone: (617) 526-6000

Telecopy: (617) 526-5000

 

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CALCULATION OF FILING FEE

 

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Transaction valuation*		Amount of filing fee**
$24,303,366		$1,966

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*

Calculated solely for purposes of determining the filing fee. This amount assumes that options to purchase 1,455,910 shares of common stock of BJ’s Wholesale Club, Inc. having a weighted average exercise price of $37.97 will be exchanged pursuant to this offer. The aggregate value of such options was calculated based on the Black-Scholes option pricing model. The amount of the filing fee, calculated in accordance with Rule 0-11(b) of the Securities Exchange Act of 1934, as amended, equals $80.90 per $1,000,000 of the transaction value.

 

**

Previously paid.

 

x

Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

 

¨

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

 

Check the appropriate boxes below to designate any transactions to which the statement relates:

 

¨ third party tender offer subject to Rule 14d-1.

 

x issuer tender offer subject to Rule 13e-4.

 

¨ going-private transaction subject to Rule 13e-3.

 

¨ amendment to Schedule 13D under Rule 13d-2.

 

Check the following box if the filing is a final amendment reporting the results of the tender offer:  ¨

 

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INTRODUCTORY NOTE

 

This Amendment No. 1 amends and supplements the Tender Offer Statement on Schedule TO filed by BJ’s Wholesale Club, Inc. (the “Company”) with the Securities and Exchange Commission on April 25, 2003 (the “Schedule TO”) relating to an option exchange program being conducted by the Company for compensatory purposes. This Amendment No. 1 includes as Exhibit (a)(3) the Form of Election Form, as amended and as Exhibit (a)(4) the Form of Notice of Withdrawal, as amended.

 

ITEM 12. EXHIBITS.

 

Item 12 is hereby amended to add the following exhibits which are filed herewith:

 

(a)(3) Form of Election Form, as amended.

 

(a)(4) Form of Notice of Withdrawal, as amended.

 

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SIGNATURE

 

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment No. 1 to Schedule TO is true, complete and correct.

 

 

Date: May 6, 2003

 

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EXHIBIT INDEX

 

Exhibit Number		Description
(a)(3)		Form of Election Form, as amended.
(a)(4)		Form of Notice of Withdrawal, as amended.