0001209191-11-019097.txt : 20110322 0001209191-11-019097.hdr.sgml : 20110322 20110322101532 ACCESSION NUMBER: 0001209191-11-019097 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110318 FILED AS OF DATE: 20110322 DATE AS OF CHANGE: 20110322 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: JO-ANN STORES INC CENTRAL INDEX KEY: 0000034151 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS SHOPPING GOODS STORES [5940] IRS NUMBER: 340720629 STATE OF INCORPORATION: OH FISCAL YEAR END: 0131 BUSINESS ADDRESS: STREET 1: 5555 DARROW RD CITY: HUDSON STATE: OH ZIP: 44236 BUSINESS PHONE: 3306562600 MAIL ADDRESS: STREET 1: 5555 DARROW ROAD CITY: HUDSON STATE: OH ZIP: 44236 FORMER COMPANY: FORMER CONFORMED NAME: FABRI CENTERS OF AMERICA INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CLEVELAND FABRIC SHOPS INC NUMBER THREE DATE OF NAME CHANGE: 19681216 FORMER COMPANY: FORMER CONFORMED NAME: CLEVELAND FABRIC SHOPS INC DATE OF NAME CHANGE: 19681216 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: COWEN SCOTT S CENTRAL INDEX KEY: 0001111142 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06695 FILM NUMBER: 11702963 MAIL ADDRESS: STREET 1: 7=6823 ST CHARLES AVE CITY: NEW ORLEANS STATE: LA ZIP: 70118 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2011-03-18 1 0000034151 JO-ANN STORES INC JAS 0001111142 COWEN SCOTT S 5555 DARROW ROAD HUDSON OH 44236 1 0 0 0 Common Stock 2011-03-18 4 D 0 42959 61.00 D 0 D Restricted Stock Units 0.00 2011-03-18 4 D 0 2769 61.00 D 2011-03-18 2011-03-18 Common Stock 2769 0 D Phantom Stock Units 0.00 2011-03-18 4 D 0 3551 61.00 D 2011-03-18 2011-03-18 Common Stock 3551 0 D Disposed of pursuant to the merger agreement, dated as of December 23, 2010, by and among the Company, Needle Holdings Inc. and Needle Merger Sub Corp. (the "Merger Agreement"). Pursuant to the Merger Agreement, effective as of March 18, 2011, the Company's common shares were automatically cancelled and converted into the right to receive $61.00 in cash. Accelerated conversion of restricted stock units into common stock on a one-to-one basis pursuant to the merger agreement, dated as of December 23, 2010, by and among the Company, Needle Holdings Inc. and Needle Merger Sub Corp. (the "Merger Agreement"). Pursuant to the Merger Agreement, effective as of March 18, 2011, the Company's common shares were automatically cancelled and converted into the right to receive $61.00 in cash. Accelerated conversion of phantom stock units that were accrued under the 1998 Incentive Compensation Plan and/or the 2008 Incentive Compensation Plan and the rules thereunder, into common stock on a one-to-one basis pursuant to the merger agreement, dated as of December 23, 2010, by and among the Company, Needle Holdings Inc. and Needle Merger Sub Corp. (the "Merger Agreement"). Pursuant to the Merger Agreement, effective as of March 18, 2011, the Company's common shares were automatically cancelled and converted into the right to receive $61.00 in cash. /s/James Kerr for Scott S Cowen by Power of Attorney 2011-03-22 EX-24.4_370967 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS Know all by these presents, that the undersigned hereby makes, constitutes and appoints Darrell Webb, David Goldston, James Kerr and Timothy Ryan and each of them as the undersigned's true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to: (1) prepare, execute, acknowledge, deliver and file Forms 3, 4, and 5 or such other forms (including any amendments thereto) as may be required by Section 16 of the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the "Exchange Act") with respect to the securities of Jo-Ann Stores, Inc., an Ohio corporation (the "Company"), with the United States Securities and Exchange Commission, any national securities exchanges and the Company; (2) seek or obtain, as the undersigned's representative and on the undersigned's behalf, information on transactions in the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and (3) perform any and all other acts which in the discretion of such attorney-in-fact are determined to be necessary or desirable for and on behalf of the undersigned in connection with the foregoing. The undersigned acknowledges that: (1) this Power of Attorney authorizes, but does not require, each such attorney-in-fact to act in his or her discretion on information provided to such attorney-in-fact without independent verification of such information; (2) any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable; (3) neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned's responsibility to comply with the requirement of the Exchange Act, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Exchange Act; and (4) this Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned's obligations under the Exchange Act, including without limitation the reporting requirements under Section 16 of the Exchange Act. The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that each such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney. This Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 2nd day of April, 2008. /s/Scott S Cowen Signature Scott S Cowen Print Name STATE OF Ohio ) ) COUNTY OF Stark ) On this 2nd day of April, 2008, Scott S Cowen personally appeared before me, and acknowledged that s/he executed the foregoing instrument for the purposes therein contained. IN WITNESS WHEREOF, I have hereunto set my hand and official seal. /s/Wendy S. Blasick Notary Public My Commission Expires: May 20, 2009