SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9
(RULE 14d-101)
SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
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ODD JOB STORES, INC.
(Name of Subject Company)
ODD JOB STORES, INC
(Name of Person Filing Statement)
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
578792-10-3
(CUSIP Number of Class of Securities)
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STEVE FURNER
CHIEF EXECUTIVE OFFICER
200 HELEN STREET
SOUTH PLAINFIELD, NJ 07080
(908) 222-1000
(Name,address and telephone number of person authorized to receive notices
and communications on behalf of the person(s) filing statement)
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COPIES TO:
MARC H. MORGENSTERN CHARLES W. HARDIN, JR.
KAHN KLEINMAN, JONES DAY
A LEGAL PROFESSIONAL ASSOCIATION NORTH POINT
2600 ERIEVIEW TOWER 901 LAKESIDE AVENUE
1301 EAST 9TH STREET CLEVELAND, OHIO 44145
CLEVELAND, OHIO 44114-1824
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|_| Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
This Amendment No. 1 (the "AMENDMENT") amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 (the "STATEMENT") filed
with the Securities and Exchange Commission (the "COMMISSION") on June 10, 2003,
related to the tender offer by Amazing Savings Holdings, LLC, a Delaware limited
liability company ("AMAZING SAVINGS"), through a newly formed, wholly owned
subsidiary to acquire not less than two-thirds or more than 96% of the
outstanding Common Shares at a purchase price of $3.00 per share, net to the
seller in cash (the "OFFER PRICE"), upon the terms and subject to the conditions
set forth in Amazing Savings' Offer to Purchase, dated June 10, 2003 (the "OFFER
TO PURCHASE"), and in the related Letter of Transmittal (which, together with
any amendments or supplements thereto, collectively constitute the "OFFER"). The
Offer is described in a Tender Offer Statement on Schedule TO, initially filed
by Amazing Savings with the Commission on June 10, 2003 (as amended or
supplemented from time to time, the "SCHEDULE TO"). This Amendment amends Items
3, 4 and 9 of the Statement. Capitalized terms used but not defined herein have
the meanings assigned to such terms in the Statement.
ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.
Item 3 of the Statement is hereby amended and supplemented by adding the
following at the end thereof:
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 (the
"FORBEARANCE CONDITION"). 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.
Amazing Savings has represented to the Company that Moshael J. Straus and
Ascend Retail Investment LLC have agreed to Purchaser's waiver of the
Forbearance Condition and that Purchaser is permitted to draw on the letter of
credit despite such waiver and that the letter of credit is valid, binding and
enforceable in favor of Purchaser.
The foregoing summary and description of the Letter Agreement do not
purport to be complete and are qualified in their entirety by reference to the
Letter Agreement, which is filed as EXHIBIT (d)(4) to the Schedule TO and which
is incorporated herein by reference.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
Item 4 of the Statement is hereby amended and supplemented by adding the
following at the end thereof:
On July 9, 2003, Amazing Savings and the Company issued a joint press
release announcing the waiver of the Forbearance Condition and the extension of
the Offer until 8:00 a.m., Wednesday, July 16, 2003. The full text of the press
release is set forth in EXHIBIT (A)(1)(J) to the Schedule TO and is incorporated
herein by reference.
ITEM 9. EXHIBITS.
Item 9 is hereby amended and supplemented by adding the following at the
end thereof:
EXHIBIT NO. DESCRIPTION
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(a)(10) Joint Press Release issued by Amazing Savings and the Company on
July 9, 2003 (incorporated by
reference to Exhibit (a)(1)(J) of the Schedule TO).
(e)(6) Letter Agreement, dated as of July 9, 2003, between Amazing Savings
and the Company (incorporated by reference to Exhibit (d)(4) of the
Schedule TO)
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Schedule 14D-9 is true, complete and
correct.
ODD JOB STORES, INC.
By: /s/ Steve Furner
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Name: Steve Furner
Title: Chief Executive Officer
Dated: July 10, 2003