UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 18, 2011
Jo-Ann Stores, Inc.
(Exact Name of Registrant as Specified in Charter)
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Ohio
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001-06695
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34-0720629 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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5555 Darrow Rd., Hudson, Ohio
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44236 |
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(Address of Principal Executive Offices)
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(Zip Code) |
Registrants telephone number, including area code: (330) 656-2600
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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INTRODUCTORY NOTE
On March 18, 2011, Jo-Ann Stores, Inc., an Ohio corporation (the Company), completed its
previously announced merger (the Merger) pursuant to the Agreement and Plan of Merger (the
Merger Agreement), dated as of December 23, 2010, by and among the Company, Needle Holdings Inc.,
a Delaware corporation (Parent), and Needle Merger Sub Corp., an Ohio corporation and a direct
wholly-owned subsidiary of Parent (Merger Sub). Pursuant to the Merger Agreement, Merger Sub
merged with and into the Company, with the Company surviving the Merger as a wholly-owned
subsidiary of Parent. Parent and Merger Sub are controlled by investment affiliates of Leonard
Green & Partners, L.P. (LGP).
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Item 2.01 |
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Completion of Acquisition or Disposition of Assets. |
On March 18, 2011, the Merger was consummated and, in accordance with the Merger Agreement,
each common share of the Company issued and outstanding as of March 18, 2011 (other
than (i) treasury shares owned by the Company; (ii) shares owned by Parent, Merger Sub or any other
direct or indirect wholly-owned subsidiary of Parent (including shares rolled over to Parent by the
Companys executive officers and other employees (the Rollover Investors)), (iii) shares owned by
any direct or indirect wholly-owned subsidiary of the Company, and (iv) shares owned by
shareholders who have perfected and not otherwise waived, withdrawn or lost their rights as
dissenting shareholders, if any, to demand to be paid the fair cash value for their shares under
Ohio law) was automatically cancelled and converted into the right to receive $61.00 in cash,
without interest and less any applicable withholding taxes.
Upon the closing of the Merger, the Company became a wholly-owned subsidiary of Parent, and
the Companys common shares, which traded under the symbol JAS, are being delisted from the New
York Stock Exchange (the NYSE).
The foregoing description of the Merger and the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the Merger Agreement, which has been
filed as Exhibit 2.1 to the Companys Current Report on Form 8-K filed with the Securities and
Exchange Commission (the SEC) on December 23, 2010 and is incorporated herein by reference.
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Item 3.01 |
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer
of Listing. |
In connection with the Merger, the Company notified the NYSE on March 18, 2011 of the
consummation of the Merger pursuant to which each common share of the Company (except as otherwise
provided in the Merger Agreement and described above under Item 2.01) was cancelled and converted
into the right to receive $61.00 in cash, without interest and less any applicable withholding
taxes. The Company requested that the NYSE file with the SEC an application on Form 25 to
deregister the common shares under Section 12(b) of the Exchange Act and report that the Companys
common shares are no longer listed on the NYSE.
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Item 5.01 |
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Change in Control of Registrant. |
Pursuant to the terms of the Merger Agreement, the Merger was completed on March 18, 2011 upon
the filing of a Certificate of Merger with the Secretary of State of the State of Ohio, at which
time Merger Sub merged with and into the Company. As a result of the Merger, the Company became a
wholly-owned subsidiary of Parent. The disclosure under Item 2.01 is incorporated herein by
reference.
The
aggregate consideration paid in connection with the Merger was approximately $1.6 billion,
which consideration was funded by a combination of (i) equity financing from investment funds
affiliated with LGP, the Rollover Investors, additional members of management and certain other
co-investors; (ii)
borrowings under a new senior secured asset-based revolving credit facility; (iii) borrowings
under a new senior secured term loan facility, and (iv) the proceeds of a senior notes offering.
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Item 5.02 |
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers. |
In connection with the Merger, the following members of the Companys board of directors
resigned as of the effective time of the Merger: Scott Cowen, Ira Gumberg, Patricia Morrison, Frank
Newman, David Perdue, Beryl Raff, Alan Rosskamm and Tracey Travis.
Following such resignations, Jonathan Sokoloff, Todd Purdy, John Yoon and Travis Smith were
elected to the board of directors. Darrell Webb remained a director of the Company.
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Item 5.03 |
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
At the effective time of the Merger and pursuant to the Merger Agreement, the articles of
incorporation and code of regulations of the Company were amended and restated to be in the form of
the articles of incorporation and code of regulations of Merger Sub.
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Item 9.01 |
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Financial Statements and Exhibits. |
(d) Exhibits.
2.1 |
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Agreement and Plan of Merger, dated December 23, 2010, by and among Jo-Ann Stores, Inc.,
Needle Holdings Inc. and Needle Merger Sub Corp. (filed as Exhibit 2.1 to Form 8-K filed with
the SEC on December 23, 2010 and incorporated herein by reference). |