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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
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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ODD JOB STORES,INC.
(Name of Subject Company (Issuer))
AMAZING SAVINGS HOLDING LLC
AMAZING SAVINGS/J.B.S. LIQUIDATORS, INC.
ASCEND RETAIL PARTNERS LLC
ASCEND RETAIL INVESTMENT LLC
MOSHAEL STRAUS
(Names of Filing Persons (Offeror))
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COMMON STOCK, WITHOUT PAR VALUE
(Title of Class of Securities)
67575J102
(CUSIP Number of Class of Securities)
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JEFFREY PARKER
AMAZING SAVINGS HOLDING LLC
20 INDUSTRY DRIVE, PO BOX 25
MOUNTAINVILLE, NEW YORK 10953
(845) 534-1000
Copy to:
DAVID E. ZELTNER, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NY 10153
(212) 310-8000
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
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$28,890,201 $2,347
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* For purposes of calculating the filing fee pursuant to Rule 0-11(d) only,
the transaction valuation was calculated on the basis of (a) 9,630,067,
the maximum number of shares of common stock, without par value, of Odd
Job Stores, Inc. (the "Shares") to be acquired in this tender offer
(representing (i) 8,698,267 Shares outstanding and (ii) 931,800 Shares
issuable upon the exercise of outstanding options having an exercise price
of less than or equal to $3.00), and (b) the tender offer price of $3.00
per Share.
** The filing fee, calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934 and Fee Rate Advisory No. 11 issued by the Securities
and Exchange Commission on February 21, 2003, is $80.90 per $1 million of
the aggregate transaction valuation.
[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.
Amount Previously Paid: $2,347 Filing Parties: Amazing Savings
Holding LLC
Form or Registration No.: Schedule TO Date Filed: June 10, 2003
[ ] 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:
[X] third-party tender offer subject to Rule 14d-1.
[ ] 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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SCHEDULE TO
This Amendment No. 1 (this "AMENDMENT") amends and/or supplements the
Tender Offer Statement on Schedule TO filed with the Securities and Exchange
Commission (the "Commission") on June 10, 2003, (the "Schedule TO"), by Amazing
Savings Holding LLC, a Delaware limited liability company ("AMAZING Savings").
The Schedule TO, along with this Amendment, relates to the offer by Amazing
Savings to purchase up to 8,698,267 shares of common stock, without par value
(the "COMMON SHARES" or the "SHARES"), of Odd Job Stores, Inc., an Ohio
corporation (the "COMPANY"), at a purchase price of $3.00 per Share, net to the
seller in cash, without interest thereon and less any required withholding
taxes, upon the terms and subject to the conditions set forth in the Offer to
Purchase, dated June 10, 2003 (the "Offer to Purchase") and in the related
Letter of Transmittal (which, together with any supplements or amendments,
collectively constitute the "Offer"). Any capitalized term used and not
otherwise defined herein has the meaning given to such term in the Offer to
Purchase.
The information set forth in the Offer to Purchase and the related
Letter of Transmittal is expressly incorporated herein by reference in response
to all the Items of this Amendment. In addition, the information set forth in
Items 1 through 13 of the Schedule TO are incorporated herein by reference with
respect to Items 1 through 13 of this Amendment, except those Items as to which
information specifically provided herein is relevant, in which case the
information contained in the Schedule TO is incorporated herein by reference in
partial answer to those Items unless otherwise noted hereto.
For the purpose of this Amendment, all references to the Offer to
Purchase that are expressly set forth in this Amendment or incorporated herein
by reference from other documents specifically refer to the Offer to Purchase
dated June 10, 2003, as amended, unless otherwise stated herein.
ITEM 10. FINANCIAL STATEMENTS.
Item 10 of the Schedule TO is hereby amended and supplemented as follows:
The last full paragraph of the section entitled "9. Certain
Information Concerning Amazing Savings" of the Offer to Purchase is hereby
deleted in its entirety and replaced with the following:
Annual Financial Statements. The audited financial statements of
Amazing Savings for the year ending December 31, 2002 are attached as
Exhibit (a)(1)(H) to the Schedule TO and the audited financial
statements of Amazing Savings for the years ended December 31, 2001
and December 31, 2000 are attached as Exhibit (a)(1)(I) to the
Schedule TO. Such financial statements, which were prepared in
accordance with generally accepted accounting principles, are
incorporated herein by reference.
Certain Interim Financial Data. The Commission disclosure rules
generally require the inclusion of three years of audited financial
statements and unaudited interim financial statements of the bidder
when among other things, the bidder is not a public company and it
seeks to acquire less than all of the outstanding securities of the
class that is subject to its bid. Because Amazing Savings is a private
company that does not produce unaudited interim financial statements
in the ordinary course of its business and would not be able to
produce these unaudited interim financial statements without undue
delay, effort or expense, Amazing Savings has provided certain
operational data for the quarter ending March 31, 2003 in lieu of
interim financial statements for this period.
Amazing Savings' net store sales for the first quarter of 2003
were approximately $8,503,000 (which included 13 stores) as compared
to approximately $8,399,000 (which included 11 stores) for the first
quarter of 2002, an increase of 1.2%. Comparable sales for the same 11
stores in the first quarter of 2003 were approximately $7,990,000, a
decrease of 4.9%. Significant portions of Amazing Savings' sales are
generated from seasonal merchandise that can fluctuate based on the
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timing of holidays. Sales during the first quarter of 2003 were
adversely affected by the shift in timing of the Easter and Passover
holidays, which took place in April during 2003 as compared to March
during 2002. Much of these 2003 holiday sales took place in April
2003. Accordingly, the Company's net same store sales for April and
May 2003 were approximately $5,796,000 as compared to $5,004,000 for
April and May 2002, an increase of 15.8%. The Company has not
experienced any material adverse change in its business, operations or
financial condition since December 31, 2002.
Staff Accounting Bulletin 54. Under Staff Accounting Bulletin 54
("SAB 54"), purchase transactions that result in an entity becoming
substantially wholly-owned requires a new basis of accounting for the
purchased assets and liabilities of the acquired entity.
At the time the tender offer is completed, Amazing Savings may
own 95% or more of the Shares of the Company. In such event, the
Company's financial statements would be adjusted to reflect the "push
down" accounting treatment prescribed by SAB 54. Accordingly, the
purchase price would be allocated to all of the Company's assets and
liabilities based on their estimated fair values at the date of the
acquisition. Based upon a purchase price of $3.00 per Share for
8,607,660 Shares (i.e., 95% of the Company's outstanding Shares), the
total purchase price would be approximately $26 million. If the
acquisition had occurred on March 31, 2003, this total purchase price
would have been approximately $9 million less than the Company's
recorded net assets (which were approximately $35 million as of March
31, 2003).
Pursuant to SAB 54, fair value adjustments will be made to the
values of all asset and liability accounts. The only accounts expected
to have a material change are deferred lease acquisition and financing
costs (a total of approximately $2 million at March 31, 2003) and
deferred rent payable (approximately $5 million at March 31, 2003),
both of which will be assigned a zero value in the acquisition
transaction. After these accounts are adjusted, the purchase price
will be approximately $12 million less than the fair value of the
remaining assets and liabilities (based on the Company's net assets at
March 31, 2003). Accordingly, property and equipment, the only
remaining non-current asset, would be reduced by that amount to give
effect to this "negative goodwill."
The effect of these adjustments on the results of operations
would be to decrease depreciation and amortization expense by amounts
related to the reduction in property and equipment and the reduction
of deferred costs which will be partially offset by an increase in
rent expense attributable to the elimination of the deferred rent
liability. These accounting adjustments will not affect the Company's
cash flows.
ITEM 11. ADDITIONAL INFORMATION.
Item 11(b) of the Schedule TO is hereby amended and supplemented as follows:
The section entitled "5. Certain United States Income Tax
Consequences of the Offer" of the Offer to Purchase is hereby amended by
deleting this heading in its entirety and replacing this heading with the
following: "5. United States Income Tax Consequences of the Offer."
The section entitled "13. Certain Conditions of the Offer" in the
Offer to Purchase is hereby amended by deleting this heading in its entirety and
replacing this heading with "13. Conditions of the Offer." In addition, the last
full paragraph of this section is hereby deleted in its entirety and replaced
with the following paragraph:
The foregoing conditions are for the sole benefit of Amazing
Savings and may be asserted by it regardless of the circumstances
giving rise to such conditions or may be waived by Amazing Savings, in
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whole or in part at any time and from time to time before or as of the
expiration of the Offer in the sole discretion of Amazing Savings
(except for the Minimum Tender Condition, which may only be waived
with the Company's consent). The failure by Amazing Savings at any
time to exercise any of the foregoing rights will not be deemed a
waiver of any right, the waiver of such right with respect to any
particular facts or circumstances will not be deemed a waiver with
respect to any other facts or circumstances, and each right will be
deemed an ongoing right which may be asserted at any time and from
time to time.
ITEM 12. EXHIBITS.
(a)(1)(H) Audited financial statements of Amazing Savings for December 31,
2002
(a)(1)(I) Audited financial statements of Amazing Savings for December 31,
2001 and December 31, 2000
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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 statement is true, complete and
correct.
Dated: July 1, 2003 AMAZING SAVINGS HOLDING LLC
By: /s/ Sam Friedland
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Name: Sam Friedland
Title: President
AMAZING SAVINGS/J.B.S. LIQUIDATORS, INC.
By: /s/ Sam Friedland
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Name: Sam Friedland
Title: President
ASCEND RETAIL PARTNERS LLC
By: /s/ Moshael Straus
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Name: Moshael Straus
Title: Managing Member
ASCEND RETAIL INVESTMENT LLC
By: /s/ Moshael Straus
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Name: Moshael Straus
Title:Managing Member
/s/ Moshael Straus
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Moshael Straus
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EXHIBIT INDEX
EXHIBIT NO. DOCUMENT
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(a)(1)(H) Audited financial statements of Amazing Savings for December 31,
2002
(a)(1)(I) Audited financial statements of Amazing Savings for December 31,
2001 and December 31, 2000
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