8-K

 

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): February 24, 2006

Jo-Ann Stores, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Ohio	001-06695	34-0720629
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
5555 Darrow Rd., Hudson, Ohio		44236
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s 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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

At a special meeting held on February 24, 2006, the Board of Directors of the Company determined that, in order to attract a broader range of qualified candidates, its previously announced search for a new President and Chief Executive Officer would become a search for a new Chairman, President and Chief Executive Officer.

Alan Rosskamm, the Company’s Chairman, President and Chief Executive Officer will continue to serve in his current roles under the terms of his existing employment agreement until the appointment of a new Chairman, President and CEO. At that time, Mr. Rosskamm will remain a director of the Company.

As provided for under Mr. Rosskamm’s employment agreement, the Company will pay to Mr. Rosskamm continuing base salary and health and life insurance coverage for 36 months from the date on which he steps down as Chairman, President and CEO.

As announced in November 2005, the Board’s intention had been for Mr. Rosskamm to assume the Executive Chairman po sition upon the appointment of a new President and Chief Executive Officer, and the Board had been in the process of negotiating a retention agreement with Mr. Rosskamm with respect to this new role. The Board has determined that in lieu of such retention agreement, and in recognition of Mr. Rosskamm’s critical role in addressing the urgent challenges facing the Company both before and during the transition to a new Chairman, President and CEO, the Company will award Mr. Rosskamm a lump sum payment of $1,800,000 upon the appointment of his replacement. In addition, the Company will reimburse Mr. Rosskamm for reasonable legal expenses incurred in connection with the transition, not to exceed $75,000. The Company has also determined that, for the three years during which he receives salary continuation, Mr. Rosskamm will not be entitled to receive fees or stock or options commonly provided to outside directors. Under the terms of the stock option plan, Mr. Rosskamm’s service as a director will co nstitute continuing service as regards to the vesting and exercise of his previously issued stock and option grants.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

The information included in the first and second paragraphs of Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 5.02.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No. 99.1 – Press Release of Jo-Ann Stores, Inc., dated February 28, 2006.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Jo-Ann Stores, Inc.
February 28, 2006	By:	/s/ David Goldston
		Name: David Goldston
		Title: Senior Vice President, General Counsel and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release of Jo-Ann Stores, Inc., dated February 28, 2006

EX-99.1

Exhibit 99.1

NEWS RELEASE

FOR IMMEDIATE RELEASE

Investor Contact: Brad Cohen
Integrated Corporate Relations, Inc.
330/463-6865
http://www.joann.com

JO-ANN STORES ADDS CHAIRMAN POSITION TO ITS CURRENT CEO SEARCH

HUDSON, OH – February 28, 2006 – Jo-Ann Stores, Inc. (NYSE:JAS), announced today that it has decided to add the responsibilities of Chairman of the Board to its previously announced search for a new President and Chief Executive Officer. Alan Rosskamm, the Company’s current Chairman, President and Chief Executive Officer will step down from his positions with the Company and become an outside director upon the naming of his replacement.

Mr. Rosskamm stated: “As a major shareholder and director, I have both a strong desire and fiduciary duty to make sure that we attract the most qualified and capable chief executive to guide the Company’s future growth, while maximizing value for all our shareholders. The board and I believe that expanding the role to include the responsibilities of Chairman will attract the broadest range of qualified candidates.”

Gregg Searle, Jo-Ann’s Lead Director, said: “Alan’s decision to step down as Chairman, in order to ensure that we have access to the best possible candidates, is consistent with his unwavering commitment to doing whatever is in the best interests of the Company’s success. We are especially appreciative of his extraordinary and continuing efforts over the last several months in addressing the challenges facing the Company in light of general softness in the industry.”

The CEO search is being conducted by SpencerStuart, a national executive search firm, at the direction of a Search Committee chaired by Tracey Thomas Travis, a director of the Company.

Jo-Ann Stores, Inc. (http://www.joann.com) is the leading national fabric and craft retailer with locations in 47 states, operating 681 Jo-Ann Fabrics and Crafts traditional stores and 157 Jo-Ann superstores.