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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. 2)
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ODD JOB STORES,INC.
(Name of Subject Company (Issuer))
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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. 2 (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, as amended and/or supplemented
by Amendment No. 1, which was filed with the Commission on July 1, 2003 (the
"Schedule TO"), by Amazing Savings Holding LLC, a Delaware limited liability
company ("AMAZING SAVINGS"), Amazing Savings/J.B.S. Liquidators, Inc., a New
York corporation, Ascend Retail Partners LLC, a Delaware limited liability
company, Ascend Retail Investment LLC, a Delaware limited liability company and
Moshael Straus. 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 11. ADDITIONAL INFORMATION.
Item 11(b) of the Schedule TO is hereby amended and supplemented by adding the
following thereto:
On July 9, 2003, Amazing Savings issued a press release announcing
the extension of the Offer to 8:00 a.m. New York City time on Wednesday, July
16, 2003. The Offer had previously been scheduled to expire at 8:00 a.m. New
York City time on July 9, 2003. The full text of the press release is set forth
in Exhibit (a)(1)(J) to this Amendment and is incorporated herein by reference.
On July 9, 2003, Amazing Savings and the Company entered into an
agreement pursuant to which Amazing Savings agreed to waive the condition to the
Offer that required either the Company to enter into a forbearance agreement
with its lenders to the effect that such lenders will continue to provide
liquidity to the Company under an existing credit facility consistent with past
practice until August 31, 2003 or Amazing Savings to be satisfied in its
reasonable discretion that such lenders are obligated to provide such liquidity.
Pursuant to such agreement, Amazing Savings acknowledged that, but for the
forbearance condition, all the other conditions would have been satisfied as of
July 9, 2003 (but without prejudice to whether any of such conditions has been
met as of any subsequent date) and further agreed that it would maintain the
Offer Price at $3.00 per Share. The full text of the agreement is set forth in
Exhibit (d)(4) to this Amendment and is incorporated herein by reference.
ITEM 12. EXHIBITS.
Item 12 of the Schedule TO is hereby amended and supplemented by adding the
following thereto:
(a)(1)(J) Text of joint press release issued by Amazing Savings and
the Company, dated July 9, 2003, announcing extension of
the Offer.
(d)(4) Letter Agreement, dated July 9, 2003, between Amazing
Savings and the Company
2
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 10, 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)(J) Text of joint press release issued by Amazing Savings and
the Company, dated July 9, 2003, announcing extension of
the Offer.
(d)(4) Letter Agreement, dated July 9, 2003, between Amazing
Savings and the Company
4