SCHEDULE 14C
(RULE 14C-101)
INFORMATION REQUIRED IN INFORMATION STATEMENT
SCHEDULE 14C INFORMATION
INFORMATION STATEMENT PURSUANT TO SECTION 14(c)
OF THE SECURITIES EXCHANGE ACT OF 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14c-5(d)(2))
[X] Definitive Information Statement
ODD JOB STORES, INC.
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(Name of Registrant as Specified In Its Charter)
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[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
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[ODD JOB STORES LOGO]
200 HELEN STREET
SOUTH PLAINFIELD, NEW JERSEY 07080
(908) 222-1000
INFORMATION STATEMENT
AND
NOTICE OF ACTION TAKEN WITHOUT A MEETING
UNDER SECTION 1701.11 OF THE OHIO REVISED CODE
INTRODUCTION
This Information Statement and Notice of Action Taken Without a Meeting
(collectively, this "INFORMATION STATEMENT") is being furnished by Odd Job
Stores, Inc., a corporation organized and existing under the laws of Ohio (the
"COMPANY"), to the holders of record of the Company Common Shares in connection
with the amendment of the Amended and Restated Code of Regulations of the
Company (the "CODE OF REGULATIONS") to opt out of the Control Share Acquisition
Statute (the "CONTROL SHARE ACQUISITION STATUTE") set forth in Section 1701.831
of the Ohio Revised Code (the "AMENDMENT"). The full text of the Amendment is
attached to this Information Statement as Appendix A.
The Company is not seeking the consent, authorization or proxy of its
shareholders to approve the Amendment because the Amendment has been approved,
without a meeting, by the written consent of the holders of Company Common
Shares entitling them to exercise at least two-thirds of the voting power of the
Company in accordance with Section 1701.11(A)(2)(b) of the Ohio Revised Code.
This Information Statement also constitutes the notice of the approval of the
Amendment without a meeting required by Section 1701.11(D) of the Ohio Revised
Code. The Company currently expects that the Amendment will become effective on
or about June 30, 2003.
As of June 2, 2003, the date of the written consent and the record date for
determining shareholders entitled to receive this Information Statement (the
"RECORD DATE"), there were 9,060,695 Company Common Shares outstanding. Each
Company Common Share entitles the holder thereof to one vote. Shareholders
owning approximately 67.6% of the outstanding Company Common Shares (the
"CONSENTING SHAREHOLDERS"), have signed the written consent approving the
Amendment.
The Consenting Shareholders approved the Amendment in connection with the
proposed acquisition (the "CONTROL SHARE ACQUISITION") by Amazing Savings
Holdings, LLC, a Delaware limited liability company ("AMAZING SAVINGS"), of
Company Common Shares pursuant to Amazing Savings' tender offer, which was
commenced on June 10, 2003 (the "TENDER OFFER"). Opting out of the Control Share
Acquisition Statute is a condition to Amazing Savings' obligation to purchase
Company Common Shares pursuant to the Tender Offer. Shareholders may obtain more
information regarding the Tender Offer, including the Board of Directors'
recommendation regarding the Tender Offer, by reading Amazing Savings' Offer to
Purchase, dated June 10, 2003 (the "OFFER TO PURCHASE"), and the Company's
Schedule 14D-9, dated June 10, 2003 (the "SCHEDULE 14D-9"), each of which has
been filed with the Securities and Exchange Commission (the "COMMISSION").
WE ARE NOT ASKING YOU FOR A PROXY AND YOU
ARE REQUESTED NOT TO SEND US A PROXY
The date of this Information Statement is June 10, 2003. This Information
Statement is first being sent or given to Company shareholders on or about June
10, 2003.
CONTROL SHARE ACQUISITION STATUTE
The Control Share Acquisition Statute (Section 1701.831 of the Ohio Revised
Code) provides that any control share acquisition of an issuing public
corporation shall be made only with the prior authorization of the shareholders.
An "issuing public corporation" is defined in the Ohio Revised Code as a
corporation, such as Company, organized for profit under the laws of Ohio, with
50 or more shareholders, that has its principal place of business, principal
executive offices or substantial assets in Ohio. A "control share acquisition"
is defined in the Ohio Revised Code as the acquisition, directly or indirectly,
by any person of shares of an issuing public corporation that, when added to all
other shares of the issuing public corporation in respect of which such person
may exercise or direct the exercise of voting power, would entitle such
acquiring person, immediately after such acquisition, directly or indirectly,
alone or with others, to control any of the following ranges of voting power of
such issuing public corporation in the election of directors:
- one-fifth or more but less than one-third of such voting power;
- one-third or more but less than a majority of such voting power; or
- a majority or more of such voting power.
Any person who proposes to make a control share acquisition must deliver an
"acquiring person statement" to the issuing public corporation, which statement
must include:
- the identity of the acquiring person;
- a statement that the acquiring person statement is being given pursuant
to Section 1701.831 of the Ohio Revised Code;
- the number of shares of the issuing public corporation owned, directly
or indirectly, by such acquiring person;
- the range of voting power in the election of directors under which the
proposed acquisition would, if consummated, fall (i.e., in excess of
20%, 33 1/3% or 50%);
- a description of the terms of the proposed acquisition; and
- representations of the acquiring person that the acquisition will not
be contrary to law, and that such acquiring person has the financial
capacity to make the proposed acquisition (including the facts upon
which such representations are based).
Within 10 days of receipt of a qualifying acquiring person statement, the
directors of the issuing public corporation must call a special shareholders
meeting to vote on the proposed acquisition. The special shareholders meeting
must be held within 50 days of receipt of the acquiring person statement, unless
the acquiring person otherwise agrees.
The issuing public corporation is required to send a notice of the special
meeting as promptly as reasonably practicable to all shareholders of record as
of the record date set for such meeting, together with a copy of the acquiring
person statement and a statement of the issuing public corporation, authorized
by its directors, of the issuing public corporation's position or
recommendation, or that it is taking no position, with respect to the proposed
control share acquisition.
The acquiring person may make the proposed control share acquisition only
if:
- at a meeting at which a quorum is present, the control share
acquisition is authorized by holders of a majority of the voting power
entitled to vote in the election of directors represented in person or
by proxy at such meeting and the control share acquisition is
authorized by a majority of the portion of the voting power represented
at the meeting in person or by proxy, excluding "Interested Shares;"
and
- such acquisition is consummated, in accordance with the terms so
authorized, within 360 days following such authorization.
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"INTERESTED SHARES" are defined in the Ohio Revised Code as shares as to
which any of the following persons may exercise or direct the exercise of voting
power in the election of directors:
- the acquiring person;
- an officer of the issuing public corporation elected or appointed by
its directors;
- any employee of the issuing public corporation who is also a director
of such corporation;
- any person who acquires such shares for valuable consideration during
the period beginning with the date of the first public disclosure of a
proposed control share acquisition of the issuing public corporation or
any proposed merger, consolidation or other transaction that would
result in a change in control of the corporation or all or
substantially all of its assets and ending on the record date (the
"RESTRICTED PERIOD") if either of the following apply:
- the aggregate consideration paid or otherwise given by the person who
acquired the shares and any other persons acting in concert with such
person exceeds $250,000; or
- the number of shares acquired by the person who acquired the shares and
any other persons acting in concert with such person exceeds 1/2 of 1%
of the outstanding shares of the issuing public corporation entitled to
vote in the election of directors; or
- any person that transfers such shares for valuable consideration after
the record date as to shares so transferred if accompanied by an
instrument (such as a proxy or voting agreement) that gives the
transferee the power to vote those shares.
Dissenters' rights are not available under Ohio law to shareholders of an
issuing public corporation in connection with the authorization of a control
share acquisition.
The Control Share Acquisition Statute does not apply to a corporation whose
articles of incorporation or code of regulations provide that it does not apply
to that corporation. The Amendment amends the Company's Code of Regulations to
provide that the Control Share Acquisition Statute does not apply to the
Company.
REASONS FOR THE AMENDMENT
In order to induce Amazing Savings to commence the Tender Offer, Amazing
Savings required the Company's shareholders to approve the Amendment and opt out
of the Control Share Acquisition Statute. As described in more detail in the
Offer to Purchase and the Schedule 14D-9, Amazing Savings believes the Tender
Offer can be completed more quickly now that the Company's shareholders have
opted out of the Control Share Acquisition Statute than if Amazing Savings had
sought approval of its Control Share Acquisition pursuant to the requirements of
the Control Share Acquisition Statute. For more information regarding the terms
of the Tender Offer, shareholders are urged to read Amazing Savings' Offer to
Purchase and the Company's Schedule 14D-9, each of which has been filed with the
Commission.
The effect of the Amendment is that any person, including Amazing Savings,
will be able to purchase Company Common Shares in excess of the thresholds
described above without having to seek the approval of the Company's
shareholders for such acquisition pursuant to the Control Share Acquisition
Statute. The Amendment will be effective regardless of whether the Tender Offer
is successfully completed.
APPROVAL OF THE AMENDMENT
Section 1701.11(A)(2)(b) of the Ohio Revised Code and Article X of the
Company's Code of Regulations provide that the Company's Code of Regulations may
be amended without a meeting by the written consent of the holders of shares
entitling them to exercise at least two-thirds of the voting power of the
Company. The Consenting Shareholders own Company Common Shares entitling them to
exercise approximately 67.6% of the voting power of the Company.
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INTEREST OF CERTAIN PERSONS IN THE TRANSACTION
No director or officer of the Company has an interest in the Amendment that
is different from, or in addition to, your interest as a holder of Company
Common Shares generally. However, certain members of the Board and management
may have interests in the Tender Offer that are different from, or in addition
to, your interests as a holder of Common Shares generally. These interests are
described in the Company's Schedule 14D-9, which was filed with the Commission
in connection with the Tender Offer.
NO DISSENTERS' RIGHTS
Dissenters' rights are not available to the Company's shareholders in
connection with the Amendment.
BENEFICIAL OWNERSHIP OF COMMON SHARES
The following table sets forth certain current information with respect to
the beneficial ownership of the Common Shares as of the Record Date with respect
to Directors and officers of the Company and 5% or greater shareholders. Unless
otherwise indicated below, the persons named below have the sole voting and
investment power with respect to the number of shares set forth opposite their
names. All information with respect to beneficial ownership has been furnished
by the respective Director, officer or 5% or greater shareholder, as the case
may be. Completion of the Tender Offer will result in a change of control of the
Company.
Name and, where necessary, Number of Shares
Addresses of Beneficial Owners Beneficially Owned Percentage
ZS Fund L.P. 2,731,783 (1) 30.1%
54 Morris Lane, Scarsdale, NY 10583
Ned L. Sherwood 2,746,783 (2) 30.3
54 Morris Lane, Scarsdale, NY 10583
Robert Horne 2,746,783 (2) 30.3
54 Morris Lane, Scarsdale, NY 10583
Mazel/D&K, Inc. 2,058,105 (3) 22.7
31000 Aurora Road, Solon, Ohio 44139
Reuven D. Dessler 1,560,755 (4) 17.2
31000 Aurora Road, Solon, Ohio 44139
Jacob Koval 800,697 (5) 8.8
31000 Aurora Road, Solon, Ohio 44139
Dimensional Fund Advisors, Inc. 691,300 (6) 7.6
1299 Ocean Avenue, Santa Monica, CA 90401
William Shenk 637,000 (7) 7.0
464 Prospect St., LaJolla, CA 92037
Westport Asset Management 617,090 (6) 6.8
253 Riverside Avenue, Westport, CT 06880
Steve Furner -0- ---
Philip Carter -0- ---
Edward Cornell 23,000 (8) **
Charles Bilezikian 18,000 (9) **
Mark Miller 9,000 (10) **
Joseph Nusim 3,000 (11) **
All Current Directors and Executive Officers of the Company (11 persons) 5,810,933 (12) 63.6%
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** Less than One Percent (1%).
(1) The shares beneficially owned by ZS Fund L.P. include 1,978,530 shares held
by ZS Mazel L.P., 450,698 shares held by ZS Mazel II L.P., and 302,555
shares held by ZS Mazel, Inc. Messrs. Horne and Sherwood are officers of ZS
Fund L.P.
(2) Includes the shares beneficially owed by ZS Fund L.P. as officers and/or
equity owners of the entities holding such shares. Messrs. Sherwood and
Horne have voting power with respect to such shares, but disclaim
beneficial ownership except to the extent of their equity interests in the
entities. Also includes 15,000 shares each subject to options currently
exercisable or exercisable within 60 days hereof.
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(3) Mazel/D&K is a corporation owned by Messrs. Dessler and Koval and members
of their families. Messrs. Dessler and Koval are the directors and officers
of Mazel/D&K
(4) Includes 1,372,304 shares owned by Mazel/D&K for the benefit of Mr. Dessler
and family members.
(5) Includes 685,801 shares owned by Mazel/D&K for the benefit of Mr. Koval and
family members.
(6) Based on Schedule 13Gs filed with the SEC in February 2003.
(7) Includes 6,000 shares subject to options currently exercisable or
exercisable within 60 days hereof. National City Corp. is the account
holder of 630,000 of Mr. Shenk's shares.
(8) Includes 20,000 shares subject to options currently exercisable or
exercisable within 60 days of the Record Date.
(9) Includes 15,000 shares subject to options currently exercisable or
exercisable within 60 days of the Record Date.
(10) Includes 9,000 shares subject to options currently exercisable or
exercisable within 60 days of the Record Date.
(11) Includes 3,000 shares subject to options currently exercisable or
exercisable within 60 days of the Record Date.
(12) Includes 73,000 shares subject to options currently exercisable or
exercisable within 60 days of the Record Date.
ODD JOB STORES, INC.
June 10, 2003
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APPENDIX A
AMENDMENT TO THE COMPANY'S
AMENDED AND RESTATED CODE OF REGULATIONS
The Company's Amended and Restated Code of Regulations shall be amended
to add the following provision:
"ARTICLE XII
EXCEPTION TO OHIO GENERAL CORPORATION LAW
Pursuant to Section 1701.831 of the Ohio General Corporation Law
(regarding control share acquisitions), the provisions of such section shall not
be applicable to the Company."
A-1