EXHIBIT (a)(1)(F)
This announcement is neither an offer to purchase nor a
solicitation of an offer to sell Common Shares (as defined
below). The Offer (as defined below) is made solely by the Offer
to Purchase, dated as of June 10, 2003 (the "Offer to Purchase"),
and the related Letter of Transmittal, and is being made to all
holders of Common Shares. The Offer is not being made to (nor
will tenders be accepted from or on behalf of) holders of Common
Shares in any jurisdiction in which the making of the Offer or
the acceptance thereof would not be in compliance with the laws
ofsuch jurisdiction or any administrative or, judicial action
pursuant thereto.
Notice of Offer to Purchase
Up To 8,698,267 Common Shares
of
Odd Job Stores, Inc.
at
$3.00 Net Per Share in Cash
by
Amazing Savings Holding LLC
Amazing Savings Holding LLC, a Delaware limited liability company
("Amazing Savings"), through its newly formed, wholly owned subsidiary OJSAC,
Inc., a Delaware corporation ("OJSAC"), hereby offers to purchase up to
8,698,267 common shares, without par value (the "Common Shares"), of Odd Job
Stores, Inc., an Ohio corporation (the "Company"), at a price of $3.00 per
share, upon the terms and subject to the conditions set forth in the Offer to
Purchase and in the related Letter of Transmittal (which together with any
amendments or supplements thereto constitute the "Offer"). If the Offer is not
completed on or before July 15, 2003, Amazing Savings has the right to reduce
the offer price to $2.90 per share.
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THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 8:00 AM, NEW YORK CITY TIME, ON
WEDNESDAY, JULY 9, 2003, UNLESS THE OFFER IS EXTENDED.
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THE OFFER IS CONDITIONED UPON, AMONG OTHER THINGS, THERE BEING
VALIDLY TENDERED AND NOT PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION DATE (AS
DEFINED BELOW) THAT NUMBER OF SHARES WHICH REPRESENTS NOT LESS THAN 66-2/3% (THE
"MINIMUM NUMBER") OF THE OUTSTANDING COMMON SHARES.
Upon the terms and subject to the conditions of the Offer, if more
than the minimum number of Common Shares are validly tendered prior to the
Expiration Date and not properly withdrawn in accordance with the Offer to
Purchase, Amazing Savings will accept for payment and pay for up to 8,698,267
Common Shares, but subject to certain conditions, on a pro rata basis to the
extent that more than 8,698,267 Common Shares are validly tendered and not
properly withdrawn.
The Offer is being made pursuant to a Tender Agreement (the "Tender
Agreement"), dated as of June 3, 2003, between Amazing Savings and the Company.
Simultaneously with the execution of the Tender Agreement, Amazing Savings
entered into a Principal Shareholders Agreement, dated as of June 3, 2003 (the
"Principal Shareholders Agreement"), with each of the following persons: ZS
Mazel Inc., ZS Mazel L.P., ZS Mazel II, L.P. and Mazel/D&K, Inc (collectively,
the "Principal Shareholders"). Pursuant to the Principal Shareholders Agreement,
the Principal Shareholders, who beneficially own approximately 53% of the
outstanding Common Shares have agreed, among other things, to tender in the
Offer, and not withdraw, all Common Shares that they beneficially own.
The purpose of the Offer is to acquire control of and a significant
equity interest in, the Company. Upon completion of the Offer, unless Amazing
Savings reduces the minimum tender condition, Amazing Savings will own at least
66 2/3% and up to approximately 96% of the Company. If, as and to the extent
that Amazing Savings acquires control of the Company, however, Amazing Savings
intends to keep some shares of the Company in the hands of the public to permit
it to conduct the business of the Company at times and on days of the week when
Amazing Savings would otherwise not be permitted to conduct business based on
the religious beliefs of its principals.
THE BOARD OF DIRECTORS OF THE COMPANY HAS UNANIMOUSLY DETERMINED THAT
THE OFFER IS ADVISABLE AND FAIR TO, AND IN THE BEST INTERESTS OF, THE COMPANY'S
SHAREHOLDERS, AND HAS UNANIMOUSLY APPROVED THE TENDER AGREEMENT, THE PRINCIPAL
SHAREHOLDERS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THE TENDER
AGREEMENT, INCLUDING THE OFFER, AND RECOMMENDS THAT THE COMPANY'S SHAREHOLDERS
ACCEPT THE OFFER AND TENDER THEIR COMMON SHARES PURSUANT THERETO.
For purposes of the Offer, Amazing Savings will be deemed to have
accepted for payment, and thereby purchased, Common Shares validly tendered and
not properly withdrawn as, if and when Amazing Savings gives oral or written
notice to American Stock Transfer & Trust Company, as Depositary (the
"Depositary") of Amazing Savings acceptance of such Common Shares for payment
pursuant to the Offer. In all cases, upon the terms and subject to the
conditions of the Offer, payment for Common Shares purchased pursuant to the
Offer will be made by deposit of the purchase price therefor with the
Depositary, which will act as agent for tendering shareholders for the purpose
of receiving payment from Amazing Savings and transmitting payment to validly
tendering shareholders.
In all cases, payment for Common Shares purchased pursuant to the
Offer will be made only after timely receipt by the Depositary of (i)
certificates representing such Common Shares or a timely confirmation of the
book-entry transfer of such Common Shares into the Depositary's account at The
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Depository Trust Company (the "Book-Entry Transfer Facility"), pursuant to the
procedures set forth in the Offer to Purchase, (ii) the Letter of Transmittal
(or a facsimile thereof), properly completed and duly executed, with any
required signature guarantees, or an Agent's Message (as defined in the Offer to
Purchase) in connection with a book-entry transfer and (iii) any other documents
required by the Letter of Transmittal.
Payment for Common Shares accepted for payment pursuant to the Offer
may be delayed in the event of proration due to the difficulty of determining
the number of Common Shares validly tendered and not properly withdrawn.
The receipt of cash for shares in the Offer will be a taxable
transaction for U.S. federal income tax purposes. Subject to the discussion in
the following paragraph regarding the consummation of a merger or other business
combination among Amazing Savings, OJSAC and the Company, a tendering
shareholder will generally recognize gain or loss in an amount equal to the
difference between (a) the cash received in the Offer and (b) the adjusted tax
basis in the shares sold in the Offer. That gain or loss will be a capital gain
or loss if the shares are capital assets, and will be long-term capital gain or
loss if the shares have been held for more than one year at the time the Offer
is completed.
It is contemplated that at some time after the completion of the
Offer, Amazing Savings will propose a merger or other business combination among
Amazing Savings, OJSAC and the Company. In the event that a merger of OJSAC into
the Company is consummated and this Offer and such merger are considered to be
part of an integrated acquisition, then the tendering shareholder will,
depending upon the circumstances, recognize gain or loss with respect to all the
shares tendered in a manner similar to the foregoing, or in the alternative,
recognize both gain or loss with respect to a portion of the shares tendered and
ordinary income (but not a loss) with respect to the remaining portion of the
shares tendered in an amount equal to the cash he or she receives, without any
offset allowed for his or her tax basis in the shares tendered.
The term "Expiration Date" means 8:00 A.M., New York City time, on
July 9, 2003, unless Amazing Savings, extends the period of time for which the
Offer is open, in which event the term "Expiration Date" shall mean the time and
date at which the Offer, as so extended by Amazing Savings, shall expire
(provided, however, that the Expiration Date shall not be extended for more than
five business days per extension). In addition Amazing Savings may be required
to extend the Offer in five calendar day increments until August 31, 2003 if
certain conditions to the Offer are not satisfied. Any such extension will be
followed by a public announcement thereof by no later than 9:00 a.m., New York
City time, on the next business day after the previously scheduled Expiration
Date. During any such extension, all Common Shares previously tendered and not
withdrawn will remain subject to the Offer, subject to the right of a tendering
shareholder to withdraw such Common Shares. Without limiting the manner in which
Amazing Savings may choose to make any public announcement, Amazing Savings
currently intends to make announcements by issuing a press release to the
Business Wire.
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Except as otherwise provided below or as provided by applicable law,
tenders of Common Shares made pursuant to the Offer are irrevocable. Common
Shares tendered pursuant to the Offer may be withdrawn at any time on or prior
to the Expiration Date and, unless theretofore accepted for payment as provided
herein, may also be withdrawn at any time after August 9, 2003 (or such later
date as may apply in case the Offer is extended).
To be effective, a written, telegraphic or facsimile transmission
notice of withdrawal must be timely received by the Depositary at one of its
addresses set forth on the back cover of the Offer to Purchase and must contain
the information specified in the Offer to Purchase.
Withdrawals of Common Shares may not be rescinded. Any Common Shares
properly withdrawn will be deemed not validly tendered for purposes of the
Offer, but may be re-tendered at any subsequent time prior to the Expiration
Date by following any of the procedures described in Offer.
All questions as to the form and validity (including time of receipt)
of notices of withdrawal will be determined by Amazing Savings, in its sole
discretion, whose determination shall be final and binding.
The information required to be disclosed by paragraph (d)(1) of Rule
14d-6 under the Securities Exchange Act of 1934, as amended, is contained in the
Offer to Purchase and is incorporated herein by reference.
The Company has provided Amazing Savings with the Company's
shareholder lists and security position listings for the purpose of
disseminating the Offer to holders of Common Shares. The Offer to Purchase, the
related Letter of Transmittal and other materials will be mailed to record
holders of Common Shares and will be furnished to brokers, dealers, banks and
similar persons whose names, or the names of whose nominees, appear on the
shareholder lists or, if applicable, who are listed as participants in a
clearing agency's security position listing, for subsequent transmittal to
beneficial owners of Common Shares, or who are listed as participants in a
clearing agency's security position listing for subsequent transmittal to
beneficial owners of Common Shares.
THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL CONTAIN
IMPORTANT INFORMATION AND SHOULD BE READ CAREFULLY BEFORE ANY DECISION IS MADE
WITH RESPECT TO THE OFFER.
Requests for assistance or additional copies of the Offer to
Purchase, Letter of Transmittal and other tender offer documents may be directed
to the Information Agent, at the address and telephone number set forth below,
and copies will be furnished promptly at Amazing Savings expense. Amazing
Savings will not pay any fees or commissions to any broker or dealer or other
person other than the Depositary and the Information Agent for soliciting
tenders of Common Shares pursuant to the Offer.
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The Information Agent for the Offer is:
MacKenzie Partners, Inc.
105 Madison Avenue
New York, NY 10016
Bankers and Brokers Call Collect: (212) 959-5500
All Others Call Toll-Free: (800) 322-2885
June 10, 2003
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