UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------------------- FORM 10-K/A (Mark One) [ ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 OR [X] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED) FOR THE TRANSITION PERIOD FROM February 3, 2002 TO December 31, 2002 COMMISSION FILE NO. 0-21597 ODD JOB STORES, INC. -------------------- (Exact name of Registrant as specified in its charter) OHIO 34-1830097 ------------------------------ ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 200 HELEN STREET SOUTH PLAINFIELD, NJ 07080 - --------------------------------------- ---------- (Address of principal executive offices) (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: 908-222-1000 SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED - ------------------- ----------------------------------------- None Not Applicable SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: COMMON STOCK, NO PAR VALUE (Title of Class) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act. Yes ___ No X The aggregate market value of voting stock held by nonaffiliates of the Registrant was approximately $7.4 million at March 21, 2003. The number of common shares outstanding at April 29, 2003 was 9,060,695. DOCUMENTS INCORPORATED BY REFERENCE None EXPLANATION OF AMENDMENT The amended filing is a result of a delay in the Registrant's Proxy Statement, portions of which were to be incorporated by reference. Part III of the Company's Annual Report on Form 10-K is hereby amended to contain all required disclosures. Additional exhibits 4.3, 10.11 and 10.12 are also contained in this Form 10-K/A. PART III ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS The following table sets forth certain information regarding the Directors and executive officers of the Company as of March 19, 2003. NAME AGE CURRENT POSITION ---- --- ---------------- Steve Furner 55 Chief Executive Officer Edward Cornell 54 Executive Vice President and Chief Financial Officer Charles Bilezikian 66 Director Philip Carter 54 Director Reuven D. Dessler 55 Director Robert Horne 44 Director Jacob Koval 55 Director Mark Miller 50 Director Joseph Nusim 69 Director William A. Shenk 60 Director Ned L. Sherwood 53 Director Steve Furner has served as a member of the Company's Board of Directors since June 2002. In March 2003, Mr. Furner was named Chief Executive Officer of the Company after holding the position on an interim basis since December 2002. Since 1998, Mr. Furner has been Vice President of Alliance Consulting, specializing in strategic initiatives and operating programs for retail companies. From 1977 to 1998 he served as President and Chief Operating Officer of Wal-Mart Argentina. Edward Cornell has been Executive Vice President and Chief Financial Officer of the Company since October 2001 having served since June 2001 as interim Chief Financial Officer. From February 1992 until joining the Company, he served as Executive Vice President and CFO as well as Executive Vice President, Non-Retail for Office Max, Inc. Charles Bilezikian has been the President of Christmas Tree Shops, Inc., a specialty New England retailer, since its formation in 1971. He has served as a Director since January 1997. Philip Carter has been a member of the Company's Board of Directors since December 2002. From 1998 to 2002, Mr. Carter served as Chief Executive Officer of Apria Healthcare and has recently accepted the position of President and Chief Executive Officer of Rotech Healthcare. From 1995 to 1998 he was President and Chief Executive Officer of MacFrugal's Bargain Close-out's, Inc., a specialty retailer. Reuven Dessler is Chief Executive Officer of MZ Wholesale Acquisition, LLC d/b/a Mazel Company, which purchased the Company's Wholesale Division in February 2002. Mr. Dessler served as Chairman of the Board of the Company from November 1996 to February 2002 and as its Chief Executive Officer from November 1996 to May 2001. He has served as a Director since November 1996. Robert Horne has been a principal of ZS Fund L.P., a Company engaged in making private investments, for more than five years. He has served as a Director of the Company since November 1996. Jacob Koval is Chief Operating Officer of MZ Wholesale Acquisition, LLC d/b/a Mazel Company, which purchased the Company's Wholesale Division in February 2002. Mr. Koval served as Executive Vice President -- Wholesale of the Company from November 1996 to May 2001. He has served as a Director since November 1996. Mark Miller has been the Executive Vice President of RedTagBiz.com, since 2000. Previously, Mr. Miller was Executive Vice President and Chief Operating Officer for the Home Products Division of Value City Department Stores from July 1999 to July 2000, and President of the Closeout Division of Consolidated Stores from the 1998 acquisition of MacFrugal's Bargain Close-out's, Inc. through March 1999. Mr. Miller was MacFrugal's Executive Vice President of Merchandise and Stores from 1995 until the acquisition by Consolidated Stores. He has served as a Director of the Company since November 1999. Joseph Nusim has been President of the Nusim Group, a retail consulting company, since 1995. Mr. Nusim has been Co-Chairman of the Board for Woodworkers Warehouse Stores since October 2001 and Co-Chairman of the Board for Loehmann's Stores since October 2000. Mr. Nusim served as Acting Chief Executive Officer of Frankel's Home Furnishings, Inc. from 1998 to 1999 and Rickel Home Centers from 1997 to 1998. Mr. Nusim had been Chairman, President and Chief Executive Officer of Channel Home Centers from 1990 to 1995. He has served as a Director since February 2002. William A. Shenk has been a private investor for over five years. Prior thereto, Mr. Shenk served as an attorney in Columbus, and previously as Vice President and General Counsel for Consolidated Stores. He has served as a Director since January 2001. Ned L. Sherwood has been a principal and President of ZS Fund L.P. for more than five years. Mr. Sherwood is currently a member of the Board of Directors of Kaye Group, Inc. He has served as a Director since November 1996. SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE Section 16(a) of the Securities Act of 1934 requires the Company's Directors, executive officers and persons who own 10% or more of the Company's Common Shares to file reports of ownership and changes of ownership with the Securities and Exchange Commission and the Company. Based upon a review of these filings and written representations from such individuals, the Company understands that all such filers have adhered to all applicable filing requirements. ITEM 11. EXECUTIVE COMPENSATION EXECUTIVE OFFICERS' COMPENSATION The following table sets forth certain information with respect to the compensation earned during the eleven months' fiscal year ended December 31, 2002 and the fiscal years ended, February 2, 2002 and February 3, 2001, respectively, by the Chief Executive Officer and certain other named executive officers of the Company. SUMMARY COMPENSATION TABLE <Table> <Caption> ANNUAL COMPENSATION NAME AND ------------------- PRINCIPAL FISCAL OPTION ALL OTHER POSITION YEAR SALARY BONUS AWARDS COMPENSATION - ------------------ ------- -------- ------- ------- ------------ Steve Furner 2002 $ -- $ -- $ -- $ 45,500(1) Interim Chief Executive Officer Edward Cornell 2002 252,083 -- -- 3,912 Executive Vice President 2001 191,154 41,250 100,000 -- Chief Financial Officer Peter Hayes 2002 489,850 -- -- 2,393 Former Chief Executive 2001 412,500 150,000 500,000 1,263 Officer Brady Churches 2002 27,269 -- -- 500,000(2) Former President 2001 550,557 -- -- 7,661 2000 441,252 -- 22,000 1,703 Jerry Sommers 2002 91,391(2) -- -- 728,346(2) Former Executive Vice 2001 399,398 -- -- 2,108 President - Retail 2000 327,950 -- 23,000 904 </Table> (1) Includes compensation for consulting fees paid to Alliance Consulting Inc. and fees paid as Director compensation. (2) Includes severance payments described below. Steven Furner entered into an at-will employment agreement, as Chief Executive Officer, with the Company effective March 17, 2003 providing him an annual base salary of $500,000. Mr. Furner is entitled to receive an annual bonus of up to $250,000 per year, subject to the Company achieving predetermined annual performance targets. Mr. Furner is also entitled to receive $300,000 additional compensation in the event of a "change of control" event as defined in the employment agreement. In the event of his termination of employment, Mr. Furner is precluded from working for the Company's competitors for a period of twelve months. Prior to entering into his employment agreement, Mr. Furner served as interim Chief Executive Officer, and compensation with paid to his consulting company. The Company has entered into an agreement with Mr. Cornell, its Chief Financial Officer, that provides for payment of six months severance in the event of a "change in control" or, in connection with the consolidation of management and administrative functions and he is not offered a position similar to his current position. STOCK OPTION GRANTS IN FISCAL 2002 The Company granted no stock options to its executive officers during the eleven months ended December 31, 2002; however options for 15,000 Common Shares were granted to Messrs. Carter, Furner and Nusim when they joined the Board of Directors during 2002. AGGREGATED OPTION EXERCISES IN FISCAL 2002 AND FISCAL YEAR-END OPTION VALUES The following table summarizes the fiscal year-end value of unexercised options for each of the executive officers identified in the Summary Compensation Table. No options were exercised by any executive officer in fiscal 2002. <Table> <Caption> VALUE OF UNEXERCISABLE NUMBER OF SECURITIES UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT OPTION AT DECEMBER 31, 2002 (#) DECEMBER 31, 2002 ($)(1) ------------------------- ------------------------- NAME EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE - ---- ----------- ------------- ----------- ------------- Steve Furner -- 15,000 $ 0 $ 0 Peter Hayes 100,000 400,000 0 0 Edward Cornell 20,000 80,000 2,300 9,200 Brady Churches -- -- 0 0 Jerry Sommers -- -- 0 0 </Table> - --------------- (1) The closing price of Odd Job Stores, Inc. Common Shares on December 31, 2002, was $1.90. COMPENSATION OF DIRECTORS The Company pays each outside Director an annual fee of $15,000, payable quarterly in payments of $3,750, anticipating that each Director will attend four meetings of the Board. In addition, each outside Director receives $1,500 per meeting for each meeting attended after the four quarterly meetings. No additional compensation is paid for committee meetings held on the same day as a Board Meeting. Officers of the Company who are also Directors will receive no additional compensation for serving as Directors. Outside Directors also received a grant of 15,000 options upon their initial election to the Board. CHANGE IN CONTROL AND SEVERANCE ARRANGEMENTS Under Peter J. Hayes' employment agreement, dated May 7, 2001, he was entitled to receive one year's salary, $559,350.48, upon his termination of employment in December 2002. Payment was made in January 2003 and, accordingly, the payment is not included in the Compensation Table shown above. The Company and Brady Churches, former President of Mazel Stores, Inc., entered into a severance agreement dated June 10, 2002 (the "Agreement"), terminating his February 2000 employment agreement. Under the Agreement, Mr. Churches received a cash payment of $500,000. The parties executed mutual releases and Mr. Churches' non-competition restriction has expired. The Company and Jerry D. Sommers, former Executive Vice President - Retail, entered into a severance agreement dated May 3, 2002 (the "Agreement"), terminating his February 2000 employment agreement. Under the Agreement, Mr. Sommers received a cash payment of $728,000, and effected a sale to the Company of 100,000 shares of Common Stock at $3.50 per share. The parties executed mutual releases and, in general, Mr. Sommer's noncompetition restriction has expired. The Company has change of control agreements with 25 management and administrative personnel, including all executive officers other than Mr. Furner (whose change of control severance is provided in his employment agreement), that provide severance payments to each such person ranging from three (3) to nine (9) months' salary in the event within the two years ending March 31, 2005, their employment is terminated without "cause" or for "good reason" (each as defined in the agreement). BOARD COMPENSATION COMMITTEE REPORT OF EXECUTIVE COMPENSATION The Compensation Committee of the Board of Directors is generally responsible for determining the nature and amount of compensation for executive officers. The Compensation Committee met twice during the eleven months ended December 31, 2002. The Company's compensation philosophy ties a significant portion of executive compensation to the Company's success in meeting specified profit growth and performance goals and to appreciation in the Company's stock price. The Company's compensation objectives include attracting and retaining the best possible executive talent, motivating executive officers to achieve the Company's performance objectives, rewarding individual performance and contributions, and linking executive and shareholder interests through equity- based plans. The Company's executive compensation consists of three key components: base salary, annual bonus and stock options and restricted stock awards, each of which is intended to complement the others and, taken together, to satisfy the Company's compensation objectives. Base Salary: The salary for Mr. Hayes was negotiated at the time of his hire in 2001 and included in his contract, giving consideration to the salaries of chief executive officers of other similar size retailers. The 2003 salary for Mr. Furner was similarly negotiated at arms-length. The salaries for the other executive officers were determined by the Compensation Committee also giving consideration to salaries of officers at other retailers. Annual Bonus: The Company had established a management incentive plan that based its executives' annual bonuses on specified profit growth and performance goals. The corporate target goals for fiscal 2002 were not met, therefore the Compensation Committee elected not to pay executive bonuses for the year. The 2003 bonus program is again based on a corporate target, but contains elements that would pay a portion of the bonus based solely on achievement of individual goals. Stock-Related Compensation: The Compensation Committee believes that equity-based compensation ensures that the Company's executives have a continuing stake in the long-term success of the Company. Stock option awards contain vesting provisions that ensure the executives have a financial incentive to remain with the Company during the vesting period and beyond. In determining the size of option awards, the Committee looks at several measurements, including the value of options awarded to individuals in comparable position in peer group companies, individual and Company performance against plan, the number of shares and options currently held by the officer and the relative proportion of long-term incentives within the total compensation mix. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 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. Of the Common Shares listed below, only the Common Shares owned by Messrs, Furner and Cornell are Interested Shares and are excluded from Second Majority Approval Vote. 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. <Table> <Caption> NAME AND, WHERE NECESSARY, NUMBER OF SHARES ADDRESSES OF BENEFICIAL OWNERS BENEFICIALLY OWNED PERCENTAGE - ------------------------------ ------------------ ---------- ZS Fund L.P. 54 Morris Lane, Scarsdale, NY 10583 2,731,783(1) 30.1 Ned L. Sherwood 54 Morris Lane, Scarsdale, NY 10583 2,746,783(2) 30.3 Robert Horne 54 Morris Lane, Scarsdale, NY 10583 2,746,783(2) 30.3 Mazel/D & K, Inc. 31000 Aurora Road, Solon, OH 44139 2,058,105(3) 22.7 Reuven D. Dessler 31000 Aurora Road, Solon, OH 44139 1,560,755(4) 17.2 Jacob Koval 31000 Aurora Road, Solon, OH 44139 800,697(5) 8.8 Dimensional Fund Advisors, Inc. 1299 Ocean Avenue, Santa Monica, CA 90401 691,300(6) 7.6 William Shenk 464 Prospect Street, La Jolla, CA 92037 637,000(7) 7.0 Westport Asset Management 253 Riverside Avenue, Westport, CT 06880 617,090(6) 6.8 Steve Furner -- ** Philip Carter -- ** Charles Bilezikian 32,000(8) ** Edward Cornell 23,000(9) ** Mark Miller 9,000(10) ** Joseph Nusim 3,000(11) ** All Current Directors and Executive Officers of the Company (11 Persons) 5,824,933(12) 63.7% </Table> - -------------- ** Less than 1 percent (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 share beneficially owned 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, except to the extent of their equity interests in the entities holding. Also includes 15,000 shares each subject to options currently exercisable or exercisable within 60 days hereof. (3) Mazel/D&K, Inc. 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, Inc. (4) Includes 1,372,304 shares owned by Mazel/D&K, Inc. for the benefit of Mr. Dessler and family members. (5) Includes 685,801 shares owned by Mazel/D&K, Inc. for the benefit of Mr. Koval and family members. (6) Based on 13G's 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 shareholder of record of Mr. Shenk's shares. (8) Includes 15,000 shares subject to options currently exercisable or exercisable within 60 days hereof. (9) Includes 20,000 shares subject to options currently exercisable or exercisable within 60 days hereof. (10) Includes 9,000 shares subject to options currently exercisable or exercisable within 60 days hereof. (11) Includes 3,000 shares subject to options currently exercisable or exercisable within 60 days hereof. (12) Includes 73,000 shares subject to options currently exercisable or exercisable within 60 days hereof. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS On February 11, 2002, the Company sold to MZ Wholesale Acquisition, LLC d/b/a Mazel Company ("MZ Wholesale"), an enterprise involving Reuven Dessler, former Chairman and Chief Executive Officer, and Jacob Koval, former Executive Vice President, of the Company, the assets of its Wholesale Division and certain other assets, including the notes receivable from Messrs. Dessler and Koval valued (together with accrued interest at fiscal 2001 fiscal year end) at $1,147,136 and $808,586, respectively. Under the sale agreement, Company received cash payments to date totaling $26,218,000 based on the book value of the acquired assets and assumed liabilities. There are approximately $300,000 in closing date balance sheet adjustments in dispute, which the parties expect to resolve through arbitration in accordance with the provisions of the sales agreement. Under the terms of the sale agreement, the Company has agreed not to compete in the wholesale sale of closeout merchandise, subject to certain limitations, for a period expiring on the earlier of (i) the three-year anniversary of the sale or (ii) the sale of a majority of the Company's stock or assets to a third-party (the "Restricted Period"). In the event the Company purchases closeout merchandise in quantities exceeding those required by its retail operations, during the Restricted Period, it has the right to put up to $3.5 million of such merchandise annually to a joint venture (equally owned by MZ Wholesale and Company and managed by MZ Wholesale). The put option was not utilized in 2002. Under the sale agreement, Company has assigned the "Mazel" name to MZ Wholesale, but may continue the use of the name on its retail stores for up to five (5) years. Messrs. Dessler, Koval and Jay L. Schottenstein ("MZ Related Parties") and ZS Fund LP., the Company's largest beneficial shareholder, have entered into a Standstill Agreement pursuant to which: (i) the MZ Related Parties have agreed not to purchase additional shares of Common Stock that would cause their aggregate ownership to exceed thirty-three percent (33%) of the outstanding shares of Company without the consent of ZS Fund and a majority of the disinterested directors of Company; and (ii) ZS Fund has agreed not to purchase additional shares of Common Stock that would cause its aggregate ownership to exceed thirty-six percent (36%) of the Company's outstanding shares without the consent of MZ Wholesale's affiliates and a majority of the disinterested directors of Company. The parties entered into an interim services agreement with respect to certain transitional services, shared personnel and facilities which runs through August 2003. During fiscal 2002, the Company paid $114,000 under this agreement. Finally, as part of the sale, the Company and Messrs. Dessler and Koval each of who remains a director of the Company, executed mutual releases resolving various compensator and other claims of the parties. During fiscal 2002, the Company purchased approximately $4,241,000 in merchandise from MZ Wholesale Acquisition LLC. The Company's warehouse in South Plainfield, New Jersey is leased from a limited liability company in which Messrs. Dessler and Koval own approximately 34% and 10% membership interests, respectively. Neither Mr. Dessler nor Mr. Koval is involved in the management of the lessor and the Company believes the terms are no less favorable than could be obtained from unrelated parties. INDEPENDENT AUDITORS' REPORT The Board of Directors and Stockholders Odd Job Stores, Inc.: We have audited the accompanying consolidated financial statements of Odd Job Stores, Inc. and subsidiaries (Company) as listed in the accompanying index. In connection with our audits of the consolidated financial statements, we also have audited the financial statement schedule as listed in the accompanying index. These consolidated financial statements and the financial statement schedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Odd Job Stores, Inc. and subsidiaries as of December 31, 2002 and February 2, 2002, and the results of their operations and their cash flows for the eleven months ended December 31, 2002, and the fiscal years ended February 2, 2002 and February 3, 2001, in conformity with accounting principles generally accepted in the United States of America. Also, in our opinion, the related financial statement schedule, when considered in relation to the basic consolidated financial statements taken as a whole, presents fairly in all material respects, the information set forth herein. As discussed in Note 1 to the consolidated financial statements, effective January 1, 2002, the Company adopted the provisions of Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets. /s/ KPMG - -------------- Cleveland, Ohio March 7, 2003 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on April 30, 2003. ODD JOB STORES, INC. By: /s/ STEVE FURNER ----------------------- Steve Furner Interim Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on April 30, 2003. SIGNATURES ---------- /s/ STEVE FURNER Interim Chief Executive - -------------------------- Officer and Director Steve Furner /s/ EDWARD CORNELL Chief Financial Officer - ------------------------- Edward Cornell DIRECTORS --------- /s/ CHARLES BILEZIKIAN /s/ ROBERT HORNE - --------------------------------- -------------------------------- Charles Bilezikian Robert Horne /s/ JACOB KOVAL /s/ MARK MILLER - --------------------------------- --------------------------------- Jacob Koval Mark Miller /s/ NED L. SHERWOOD /s/ WILLIAM A. SHENK - --------------------------------- --------------------------------- Ned L. Sherwood William A. Shenk /s/ JOSEPH NUSIM /s/ REUVEN DESSLER - --------------------------------- --------------------------------- Joseph Nusim Reuven Dessler /s/ PHILIP CARTER - --------------------------------- Philip Carter CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER PURSUANT TO15 U.S.C. 78M(A) OR 78O(D) (SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002) I, Steve Furner, Chief Executive Officer certify that: (1) I have reviewed this annual report on Form 10-K of Odd Job Stores, Inc.; (2) Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; (3) Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; (4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a. Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b. Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing of this annual report (the "Evaluation Date"); and c. Presented in this annual report our conclusions about effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; (5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a. All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weakness in internal controls; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and (6) The registrant's other certifying officer and I have indicated in this annual report whether or not there were significant changes in the internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: April 30, 2003 By: /s/ Steve Furner ----------------------- Steve Furner, Chief Executive Officer CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER PURSUANT TO15 U.S.C. 78M(A) OR 78O(D) (SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002) I, Edward Cornell, Chief Financial Officer certify that: (1) I have reviewed this annual report on Form 10-K of Odd Job Stores, Inc.; (2) Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report; (3) Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report; (4) The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have: a. Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is being prepared; b. Evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing of this annual report (the "Evaluation Date"); and c. Presented in this annual report our conclusions about effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date; (5) The registrant's other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent function): a. All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weakness in internal controls; and b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and (6) The registrant's other certifying officer and I have indicated in this annual report whether or not there were significant changes in the internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: April 30, 2003 By: /s/ Edward Cornell ----------------------- Edward Cornell Executive Vice President and Chief Financial Officer EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION OF DOCUMENT - ------- ----------------------- 2.1 Asset Purchase Agreement between Registrant, as seller, and MZ Wholesale Acquisition, LLC, dated February 11, 2002** 3.1 Amended and Restated Articles of Incorporation* 3.2 Amendment to Amended and Restated Articles of Incorporation 3.3 Amended and Restated Code of Regulations* 4.1 Amended and Restated Loan and Security Agreement dated February 11, 2002 by and among the Registrant and subsidiaries and IBJ Whitehall Business Credit Corp., as Administrative Agent for lenders.** 4.2 Third Amendment to Amended and Restated Loan and Security Agreement### 4.3 Fourth Amendment to Amended and Restated Loan and Security Agreement 10.1 Employment Agreement dated May 7, 2001 between Registrant and Peter J. Hayes.*** 10.2 Operating Agreement of MZ Put JV, LLC, dated February 11, 2002.** 10.3 Standstill Agreement dated February 11, 2002, by and among Reuven Dessler, Jacob Koval, Jay Schottenstein, ZS Fund L.P. and Registrant.** 10.4 Settlement and Termination Agreement, dated February 2, 2002 between Odd Job Trading Corp. and GB Retailers, Inc. (An affiliate of Value City Department Stores).**** 10.5 Employment Letter dated October 31, 2001 for Edward Cornell.# 10.6 South Plainfield, New Jersey Facility Lease.***** 10.7 1996 Stock Option Plan, as amended 10.8 Agreement, dated May 3, 2002 between Registrant and Jerry Sommers# 10.9 Agreement, dated June 10, 2002 between Registrant and Brady Churches## 10.10 Interim Services Agreement, as amended between MZ Wholesale and Registrant 10.11 Employment Agreement dated March 17, 2003 between the Registrant and Steve Furner 10.12 Standard Severance and Employment Agreement between the Registrant and key employees 21.0 List of Subsidiaries 23.0 Consent of Independent Auditors 24.1 Powers of Attorney - --------------- * Incorporated by reference to exhibit included in the Registrant's Registration Statement on Form S-1 (File #333- 11739) as amended. ** Incorporated by reference to an exhibit included in the Current Report on Form 8-K dated February 11, 2002. *** Incorporated by reference to an exhibit included in the Quarterly Report on Form 10-Q for the quarter ended May 5, 2001. **** Incorporated by reference to an exhibit included in the Current Report on Form 8-K dated February 2, 2002. ***** Incorporated by reference to an exhibit included in the Annual Report on Form 10-K for the fiscal year ended January 30, 1999. # Incorporated by reference to an exhibit included in the Annual Report on From 10-K for the fiscal year ended February 2, 2002. ## Incorporated by reference to an exhibit included in the Quarterly Report on Form 10-Q for the fiscal quarter ended May 4, 2002. ### Incorporated by reference to an exhibit included in the Quarterly Report on Form 10-Q for the fiscal quarter ended November 2, 2002.