UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(RULE 14a-101)
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant
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Filed by a Party other than the Registrant
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Preliminary Proxy Statement.
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-
6(e)(2)
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Definitive Proxy Statement.
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Definitive Additional Materials.
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Soliciting Material Pursuant to §240.14a-12.
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JO-ANN STORES, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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Form, Schedule or Registration Statement No.:
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Filing Party:
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Date Filed:
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SUPPLEMENT #1 TO DEFINITIVE PROXY STATEMENT
This supplemental information should be read in conjunction with the Definitive Proxy
Statement on Schedule 14A filed with the Securities and Exchange Commission (the “SEC”) by Jo-Ann
Stores, Inc. (the “Company”) on February 17, 2011, which should be read in its entirety. Defined
terms used but not defined herein have the meanings set forth in the Definitive Proxy Statement.
As previously disclosed on pages 7 and 65 of the Definitive Proxy Statement, on December 30,
2010 and January 14, 2011, respectively, purported shareholder derivative and class action
complaints were filed in the Court of Common Pleas, Summit County, the State of Ohio captioned
Dalesandro, Marika v. Cowen, Scott, et al., CV-2010-12-8510, and Locey, Lea v. Cowen, Scott, et
al., CV-2011-01-0282, respectively, against the Company, members of its board of directors, Parent,
Merger Sub and Leonard Green. The complaints allege, among other things, that (1) the members of
our board of directors breached their fiduciary duties of loyalty, good faith, candor and
independence owed to the Company and the Company’s public shareholders and have acted to put their
personal
interests ahead of the interests of the Company and (2) Leonard Green aided and abetted such
members’ alleged breaches of their fiduciary duties. The complaints seek among other things,
injunctive relief, rescission of the merger agreement and awarding the plaintiffs the costs and
disbursements of the actions, including reasonable attorneys’ and experts’ fees.
The Company believes that no further disclosure is required to supplement the Definitive Proxy
Statement under applicable laws; however, to avoid the risk that the putative shareholder
derivative lawsuits and class actions may delay or otherwise adversely affect the consummation of
the merger and to minimize the expense of defending such actions, the Company wishes to voluntarily
make supplemental disclosures related to the proposed merger requested by plaintiff’s counsel, all
of which are set forth below.
In addition, unrelated to the shareholder derivative and class action complaints, the Company
is supplementing the “The Merger — Interests of Certain
Persons in the Merger” section as described below
under “ Strategic Transactions Committee Compensation”, “New Stock Option Plan” and
” Employment-Related Arrangements Following the Merger” with additional developments
since the filing of the Definitive Proxy Statement.
The Merger — Background of the Merger
The paragraph under the heading “Background of the Merger” on page 30 beginning “On October
28...” is amended and restated to read as follows:
On October 28, representatives of J.P. Morgan provided Leonard Green with a brief summary
description of J.P. Morgan’s perspective on the market for debt financing for a potential
transaction with the Company, and representatives of J.P. Morgan had a conversation regarding the
size, pricing and marketing conditions of such potential financing.
The paragraph under the heading “Background of the Merger” on page 31 beginning “On October
29...” is supplemented by deleting the last sentence and adding the following in its place:
The letter also stated that Leonard Green expected to finance the potential transaction with a
combination of senior debt, subordinated debt and equity in amounts to be determined following due
diligence, that Leonard Green had preliminary conversations with J.P. Morgan regarding a potential
debt commitment for the transaction and that Leonard Green was confident that an appropriate level
of debt with customary terms would be available to them.
The disclosure under the heading “Background of the Merger” is supplemented by adding the
following new paragraph after the paragraph on page 31 beginning “On October 29...”:
From time to time after the submission of its October 29 letter, Leonard Green had conversations
with representatives of the financing arm of J.P. Morgan, and, beginning in mid-December, with
various other potential debt financing sources, including BofA and TCW/Crescent Mezzanine,
regarding potential debt financing proposals for the proposed transaction. On December 15, the
Company conducted a due diligence meeting and teleconference with representatives of Leonard
Green’s potential debt financing sources, including the financing arm of J.P. Morgan, BofA and
TCW/Crescent Mezzanine. Representatives of J.P. Morgan and Centerview were also in attendance.
Dr. Cowen was informed prior to the meeting that representatives of J.P. Morgan would be in
attendance at this meeting. The Company also conducted a due diligence meeting and teleconference
with representatives of Leonard Green on that date, and there were a number of follow-up
discussions about due diligence issues over the following days. On or around December 16, the
financing arm of J.P. Morgan submitted initial drafts of debt commitment papers to Leonard Green.
From December 16 through December 23, representatives of Leonard Green and Latham & Watkins
negotiated the terms of the debt commitment papers for the transaction with representatives of the
lenders.
2
The paragraph under the heading “Background of the Merger” on page 31 beginning “On November
3...” is supplemented by adding the following immediately before the sentence beginning “The board
of directors also discussed...”:
As part of this discussion, the representatives of J.P. Morgan estimated that, based on
then-current management’s projections, the Company had the flexibility to pursue a share
repurchase, special dividend, common dividend or a combination thereof. For illustrative purposes,
J.P. Morgan described three base scenarios each involving a $100 million payout in fiscal 2012 and
$60 million in payouts in each of fiscal 2013 — 2015 as follows: scenario 1, utilizing a $30
million special dividend along with a combination of common dividends and share repurchases in 2012
and a combination of common dividends and share repurchases thereafter; scenario 2 utilizing a
combination of common dividends and share repurchases in each year; and scenario 3 utilizing solely
share repurchases. Based on an assumed 14.0x price to earnings ratio and then-current management’s
projections, J.P. Morgan calculated an implied Company stock price and stock price growth rate
through fiscal 2015 on both a discounted basis (discounted by the Company’s cost of equity) and
undiscounted basis for each of these scenarios as follows: scenario 1: stock price of $45.72 in
2011 and $52.71 in 2015 on
a discounted basis (and $77.15 on an undiscounted basis), with a stock price growth rate of
15.3%; scenario 2: stock price of $45.72 in 2011 and $53.91 in 2015 on a discounted basis (and
$78.92 on an undiscounted basis), with a stock price growth rate of 17.9%; and scenario 3: stock
price of $45.72 in 2011 and $57.42 in 2015 on a discounted basis (and $84.04 on an undiscounted
basis), with a stock price growth rate of 25.6%. J.P. Morgan also provided sensitivity analysis
for price to earnings ratios of 13.0x and 15.0x. These calculations were primarily intended to
illustrate to the board of directors of the Company certain financial implications of potentially
making payouts to shareholders using different mixes of special dividends, common dividends and
share repurchases as reflected in the three scenarios. These calculations were prepared by J.P.
Morgan in the context of its November 3 presentation to the board on capitalization and potential
uses of excess balance sheet cash, were subject to numerous assumptions and qualifications, were
not prepared on a basis suitable for public disclosure, and in no event should they be relied upon
by the Company’s stockholders as a valuation of the Company or a indication or prediction of the
price or prices at which the Company’s stock may trade in the future. The Board and J.P. Morgan
discussed at length the potential positive and negative consequences of increasing dividends,
declaring a special dividend or implementing a stock buyback, including, among other things, the
potential effects that such actions could have on the Company’s capital structure, financial
condition, financial flexibility, stock price and investor base. The board decided not to
implement any of these possible uses of excess cash at that time.
The paragraph under the heading “Background of the Merger” on page 31 beginning “On November
3...” is supplemented by adding the following sentence immediately preceding the sentence beginning
“J.P. Morgan expressed its view...”:
As part of this presentation, J.P. Morgan noted that a rent adjusted leverage ratio of
approximately 5.5x to 6.0x was assumed in Leonard Green’s analysis of the transaction.
The paragraph under the heading “Background of the Merger” on page 32 beginning “On November
17...” is supplemented by adding the following after the third sentence thereof:
Members of senior management of the Company expressed their view to the board of directors that the
Company’s strategic plan was achievable and offered growth opportunities. Specifically, the
Company’s strategic plan projected a minimum 16% internal rate of return on new stores and that,
while 42% of the Company’s existing stores had been newly built or remodeled since fiscal year
2005, management expected that by the end of fiscal year 2016, that percentage would grow to
approximately 95% of the Company’s stores. At the meeting, representatives of Centerview shared
the following information and observations regarding the Company, among other information: (i) that
the Company’s management currently estimated that same store sales growth of 4% for its 2011 fiscal
year would exceed the average estimated same store sales growth of 2% for a group of the Company’s
peer companies for the 2011 fiscal year, as estimated in publicly available Wall Street research
analyst reports; (ii) that although the Company’s share price appreciation had been roughly in line
with peers over the last twelve months and reflected six consecutive quarters of strong same store
sales growth, the Company’s common stock was trading at a significant discount to the stock of a
group of its peers, as was the case historically; (iii) that, based on current stock prices as of
November 12, 2010 and publicly available Wall Street research analyst estimates for the calendar
year ending December 31, 2011, (a) if the Company were to trade at peer level based on an average
peer price-to-earnings multiple of 15x, the Company would trade at a premium of approximately $15
to its current stock price as of November 12, 2010 of $43.77 and (b) if the Company were to trade
at peer level based on an average peer EBITDA multiple of 6.8x, the Company would trade at a
premium of approximately $18 to its current stock price as of November 12, 2010 of $43.77. Such
information was provided by Centerview for the purpose of supporting the Company’s negotiating
position and neither represents reports or opinions of Centerview as to the fairness from a
financial point of view of the consideration to be paid in cash to the holders of shares of Company
common stock in the merger or any other aspect of the merger to the special committee and the board
of directors of the Company, the Company, Leonard Green or their respective affiliates, nor does it
represent any opinion or appraisal as to the value of the Company or any other opinion. At the
meeting, the board of directors considered, among other factors, that the Company’s store expansion
potential did not appear to be fully appreciated by the market, and that the Company appeared to be
outperforming its peers across several financial metrics including same store sales growth, EBITDA
growth and earnings per share growth.
3
The disclosure under the heading “Background of the Merger” is supplemented by adding the
following new paragraph after the paragraph on page 36 beginning “On December 18 ...”:
At the December 18 meeting of the board of directors of the Company, Centerview also provided to
and discussed with the board of directors, on a supplemental basis, a leveraged buyout analysis
relating to the proposed transaction. Such analysis was provided by Centerview solely for the
purpose of supporting the Company’s negotiating position and neither represents a report or opinion
of Centerview as to the fairness from a financial point of view of the consideration to be paid in
cash to the holders of shares of Company common stock in the merger or any other aspect of the
merger to the special committee and the board of directors of the Company, the Company, Leonard
Green or their respective affiliates, nor does it represent any opinion or appraisal as to the
value of the Company or
any other opinion. Centerview performed this analysis using financial projections prepared and
provided to Centerview by the Company’s management, assuming among other things (i) that a
financial sponsor would exit its investment in the Company at the end of the fiscal year ending
January 31, 2015, (ii) that the investment would be 60% financed by new debt at a LIBOR-based
interest rate (subject to a floor of 1.75%) plus 4.75%, with the balance of the financing at a
fixed 9.5% interest rate, (iii) that free cash flow would be used to retire the new debt and (iv)
that the purchase price for any investment would equal the current offer price of $60.50 in cash
per share of Company common stock. The analysis was sensitized to apply a range of exit multiples
from 5.5x to 7.5x forward EBITDA and a range of initial leverage multiples ranging from 4.1x to
5.1x EBITDA. The analysis resulted in a range of implied internal rates of return for a leveraged
buyout investment in the Company of approximately 16% to 34%.
The paragraph under the heading “Background of the Merger” on page 37 beginning “Later on
December 21...” is supplemented by deleting the last sentence and adding the following in its
place:
The directors and outside advisers discussed Leonard Green’s proposed terms, provided to Mr. Webb
on or about December 17, for senior management employment and equity participation, which included:
(i) an 18 month employment contract followed by a six month transition period for Mr. Webb; (ii)
employment contracts for senior members of management with equivalent salary and bonus
opportunities to the existing employment agreements; (iii) an aggregate roll-over component for
senior management of approximately 2.5% of the equity component of the purchase price of the
proposed acquisition; and (iv) the opportunity for management to participate in an incentive equity
pool following consummation of the proposed acquisition of approximately 7.5% of the equity in the
Company. Mr. Webb indicated that he and senior management were generally satisfied with the
outline of proposed terms and that senior management did not believe it was necessary to continue
discussions with Leonard Green regarding its proposals at that time. The special committee
instructed Mr. Webb and senior management not to continue discussions with Leonard Green regarding
management employment and equity participation until further authorized to do so by the special
committee. Following receipt of this offer, Dr. Cowen requested that senior management and its
outside counsel have further discussions with representatives of Leonard Green about employment and
equity participation arrangements, and such discussions continued on
December 22. Negotiations have continued but the terms of the employment and equity participation arrangements
have not yet been finalized. The Company’s senior management anticipates that agreements will be finalized prior to
the March 18, 2011 Shareholder Meeting, with terms consistent with
the terms described in this proxy statement.
The disclosure under the heading “Background of the Merger” is supplemented by adding the
following new paragraphs after the paragraph on page 38 beginning “The merger agreement
provides...”:
During the two years preceding the date the merger agreement was signed, J.P. Morgan and its
affiliates have had commercial or investment banking relationships with Leonard Green and certain
of its portfolio companies, including acting as one of several financial advisors to Leonard Green
on its sale of a minority equity stake in Leslie’s Poolmart in August 2010 and acting as a joint
bookrunner for an offering of debt securities by Petco Animal Supplies, Inc. in November 2010, for
which J.P. Morgan and its affiliates received fees of approximately $14.5 million. J.P. Morgan and
its affiliates also acted as agent bank and lender under credit facilities for The Container Store,
Inc., Jetro Cash and Carry, Inc., The Tire Rack, Inc. and Whole Foods Market, Inc. and provided
commercial banking services, including cash management and other treasury and securities services,
to Whole Foods Markets, Inc., for which activities and services J.P. Morgan and its affiliates
received customary compensation. Pursuant to an engagement letter dated November 21, 2010, as
amended on December 22, 2010, the Company has agreed to pay J.P. Morgan a fee for its financial
advisory services of $8.0 million, which will become payable upon the closing of the merger. In
addition, at the sole discretion of the board, the Company may determine to award an additional
amount based on the board and the Company’s assessment of J.P. Morgan’s performance under the
engagement. Except as otherwise described in the proxy statement, during the two years preceding
the date the merger agreement was signed, neither J.P. Morgan nor any of its affiliates had any
significant financial advisory or commercial or investment banking relationship with the Company.
An affiliate of Leonard Green has agreed to pay J.P. Morgan fees of up to approximately $12.6
million in connection with arranging and providing the debt financing for the transaction, which
financing fees will become payable upon funding of the financing.
On February 3, the Company reported that fiscal year 2011 net sales increased by 4.4%.
4
The disclosure under the heading “The Merger — Opinion of Centerview Partners LLC” on page 45
of the Definitive Proxy Statement is supplemented by adding the following under the heading
“Historical Trading Multiples and Selected Comparable Company Analysis”:
Centerview designated Autozone, Inc., Dick’s Sporting Goods, Inc., Dollar Tree, Inc. and Tractor
Supply Company as “Tier 1” peers, Bed Bath & Beyond Inc., PetSmart, Inc., Staples, Inc. and
Williams-Sonoma, Inc. as “Tier 2” peers and Barnes & Noble, Inc., GameStop Corp. and The Pep Boys
— Manny, Moe & Jack as “Tier 3” peers for purposes of the comparable company analysis. A.C. Moore
was excluded from the analysis because it does not have meaningful equity research coverage and was
also not projected to have positive EBITDA or EPS and therefore did not have a relevant multiple
for the analysis. In addition to the multiples of enterprise value to estimated calendar year 2011
EBITDA, Centerview calculated the ratios of estimated calendar year 2011 earnings to the closing
price of the common stock of each company as of December 22, 2010 (the last trading day prior to
the announcement of the merger agreement). Set forth below is a table providing certain financial
data calculated by Centerview with respect to each tier:
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Tier 1
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Tier 2
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Tier 3
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Mean EBITDA Multiple
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8.8x
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7.3x
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5.1x
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Mean Price to Earnings
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17.5x
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16.4x
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12.7x
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The following disclosure supplements the discussion on page 47 of the Definitive Proxy
Statement under the heading “Selected Precedent Transactions Analysis”:
Set forth below are tables providing certain financial metrics calculated by Centerview with
respect to the pre-financial crisis transactions.
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Enterprise Value / LTM EBITDA
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Enterprise Value / LTM Sales Multiple
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Multiple
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Minimum
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0.5x
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6.8x
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Median
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0.9x
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8.7x
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Mean
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1.1x
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9.2x
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High
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2.6x
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12.2x
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Transaction Value
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Minimum
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$1,355 million
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High
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$6,213 million
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Set forth below are tables providing certain financial metrics calculated by Centerview
and included in its presentation to the board of directors on December 22, 2010 with respect to the
post-financial crisis transactions.
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Enterprise Value / LTM EBITDA
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Enterprise Value / LTM Sales Multiple
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Multiple
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Minimum
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0.4x
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5.5x
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Median
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1.6x
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7.7x
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Mean
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1.2x
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7.5x
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High
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1.6x
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9.0x
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Transaction Value
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Minimum
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$320 million
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High
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$3,997 million
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Set forth below is a table providing certain financial metrics with respect to the Burlington
Coat Factory Warehouse / Bain Capital Partners transaction, announced on January 18, 2006.
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Enterprise Value / LTM
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Enterprise Value / LTM
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Transaction Value
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Sales Multiple
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EBITDA Multiple
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Burlington Coat
Factory Warehouse /
Bain Capital
Partners
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$1,879 million
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0.6x
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6.8x
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The following disclosure supplements the discussion on page 48 of the Definitive Proxy
Statement under the heading “Discounted Cash Flow Analysis”:
In performing its discounted cash flow analysis, Centerview did not add back stock-based
compensation in the calculation of free cash flow. Certain additional assumptions underlie the
range of discount rates of 10.0% to 12.0%, including: (a) a risk-free rate of approximately 3.3%;
(b) a range of unlevered betas from approximately 0.7 to 1.3; (c) a historical risk premium of
approximately 6.7%; (d) a size premium of approximately 1.7%; (e) a range of target debt/equity
ratios of approximately 0% to 25%; (f) a pre-tax cost of debt of 7.5%; and (g) a tax rate of 38.5%.
The following disclosure supplements the discussion on page 49 of the Definitive Proxy
Statement under the heading “Other Considerations”:
In the past two years, Centerview has not received a fee for any services provided to the Company.
A new section titled “The Merger — Certain Company Forecasts” is to be added to page 50 after
the section titled “The Merger — Opinion of Centerview Partners LLC”:
Certain Company Forecasts
The Company does not, as a matter of course, publicly disclose financial forecasts as to future
financial performance, earnings or other results (other than guidance regarding comparable store
sales growth, gross margin percentage, sales, general and administrative expense leverage, capital
spending, earnings per share, share count and free cash flow for current fiscal years and certain
long term guidance such as store growth plans) and is especially cautious of making financial
forecasts because of unpredictability of the
underlying assumptions and estimates. However, in connection with the evaluation of a possible
transaction, we provided our board of directors and its advisors projections, which contained
certain non-public financial forecasts that were prepared by our management.
A summary of the financial forecasts included in the projections has been included below. This
summary is not being included in this document to influence your decision whether to vote for or
against the proposal to adopt the merger agreement, but is being included because these financial
forecasts were made available to our board of directors and its advisors. The inclusion of this
information should not be regarded as an indication that our board of directors or its advisors or
any other person considered, or now considers, such financial forecasts to be material or to be
necessarily predictive of actual future results, and these forecasts should not be relied upon as
such. Our management’s internal financial forecasts, upon which the financial forecasts were based,
are subjective in many respects. There can be no assurance that these financial forecasts will be
realized or that actual results will not be significantly higher or lower than forecasted.
6
In addition, the financial forecasts were not prepared with a view toward public disclosure or
toward complying with generally accepted accounting principles, which we refer to as GAAP, the
published guidelines of the SEC regarding projections or the use of non-GAAP financial measures or
the guidelines established by the American Institute of Certified Public Accountants for
preparation and presentation of prospective financial information. Neither our independent
registered public accounting firm, nor any other independent accountants, have compiled, examined
or performed any procedures with respect to the financial forecasts contained herein, nor have they
expressed any opinion or any other form of assurance on such information or its achievability.
These financial forecasts were based on numerous variables and assumptions that are inherently
uncertain and may be beyond our control. We believe the assumptions that our management used as a
basis for this projected financial information were reasonable at the time our management prepared
these financial forecasts, given the information our management had at the time. Important factors
that may affect actual results and cause these financial forecasts not to be achieved include, but
are not limited to, risks and uncertainties relating to our business (including its ability to
achieve strategic goals, objectives and targets over the applicable periods), industry performance,
the regulatory environment, general business and economic conditions and other factors described in
or referenced under “
Cautionary Statement Concerning Forward-Looking Information
” beginning on page
20 of the Definitive Proxy Statement. In addition, the forecasts also reflect assumptions that are
subject to change and do not reflect revised prospects for our business, changes in general
business or economic conditions, or any other transaction or event that has occurred or that may
occur and that was not anticipated at the time the financial forecasts were prepared. Accordingly,
there can be no assurance that these financial forecasts will be realized or that our Company’s
future financial results will not materially vary from these financial forecasts.
No one has made or makes any representation to any shareholder regarding the information included
in the financial forecasts set forth below. Readers are cautioned not to rely on the forecasted
financial information. We have not updated and do not intend to update or otherwise revise the
financial forecasts to reflect circumstances existing after the date when made or to reflect the
occurrence of future events, even in the event that any or all of the assumptions on which such
forecasts were based are shown to be in error. We have made no representation to Leonard Green,
Parent or Merger Sub in the merger agreement concerning these financial forecasts.
The following is a summary of the financial forecasts for the Company prepared by our
management and provided to our board of directors and advisors:
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2011 FY
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2012 FY
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2013 FY
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2014 FY
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2015 FY
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2016 FY
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($ amounts in millions)
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Same Store Sales
Growth
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3.6
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%
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|
3.5
|
%
|
|
|
3.5
|
%
|
|
|
3.5
|
%
|
|
|
3.5
|
%
|
|
|
3.5
|
%
|
|
Total Revenue
|
|
$
|
2,083
|
|
|
$
|
2,241
|
|
|
$
|
2,445
|
|
|
$
|
2,554
|
|
|
$
|
2,716
|
|
|
$
|
2,872
|
|
|
% Growth
|
|
|
|
|
|
|
7.6
|
%
|
|
|
9.1
|
%
|
|
|
4.5
|
%
|
|
|
6.4
|
%
|
|
|
5.7
|
%
|
|
EBITDA
|
|
$
|
211
|
|
|
$
|
228
|
|
|
$
|
268
|
|
|
$
|
280
|
|
|
$
|
303
|
|
|
$
|
328
|
|
|
% Margin
|
|
|
10.1
|
%
|
|
|
10.2
|
%
|
|
|
11.0
|
%
|
|
|
11.0
|
%
|
|
|
11.2
|
%
|
|
|
11.4
|
%
|
|
Less Depreciation
|
|
|
(58
|
)
|
|
|
(62
|
)
|
|
|
(70
|
)
|
|
|
(74
|
)
|
|
|
(78
|
)
|
|
|
(81
|
)
|
|
EBIT
|
|
$
|
154
|
|
|
$
|
167
|
|
|
$
|
198
|
|
|
$
|
206
|
|
|
$
|
225
|
|
|
$
|
246
|
|
|
% Margin
|
|
|
7.4
|
%
|
|
|
7.4
|
%
|
|
|
8.1
|
%
|
|
|
8.1
|
%
|
|
|
8.3
|
%
|
|
|
8.6
|
%
|
|
Less taxes @ 38.5%
|
|
|
|
|
|
|
(64
|
)
|
|
|
(76
|
)
|
|
|
(79
|
)
|
|
|
(87
|
)
|
|
|
(95
|
)
|
|
% Tax Rate
|
|
|
|
|
|
|
38.5
|
%
|
|
|
38.5
|
%
|
|
|
38.5
|
%
|
|
|
38.5
|
%
|
|
|
38.5
|
%
|
|
NOPAT
|
|
|
|
|
|
$
|
102
|
|
|
$
|
122
|
|
|
$
|
127
|
|
|
$
|
138
|
|
|
$
|
151
|
|
|
Plus: Deprecation
|
|
|
|
|
|
|
62
|
|
|
|
70
|
|
|
|
74
|
|
|
|
78
|
|
|
|
81
|
|
|
Less: Cap Expense
|
|
|
|
|
|
|
(100
|
)
|
|
|
(105
|
)
|
|
|
(120
|
)
|
|
|
(126
|
)
|
|
|
(93
|
)
|
|
Increase/Decrease
in Working Capital
|
|
|
|
|
|
|
7
|
|
|
|
13
|
|
|
|
15
|
|
|
|
12
|
|
|
|
(0
|
)
|
|
Free Cash Flow
|
|
|
|
|
|
$
|
71
|
|
|
$
|
99
|
|
|
$
|
96
|
|
|
$
|
102
|
|
|
$
|
140
|
|
|
% Growth
|
|
|
|
|
|
|
(10.6
|
%)
|
|
|
41.0
|
%
|
|
|
(3.4
|
%)
|
|
|
6.5
|
%
|
|
|
36.4
|
%
|
7
The section titled “The Merger — Interest of Certain Persons in the Merger — Strategic
Transactions Committee Compensation” on page 56 is amended and restated as follows:
The board of directors has approved additional compensation for the members of the special
committee in the amount of $75,000 for the chairman of the strategic transactions committee and
$50,000 each for the other members to compensate them for their time and efforts in serving on the
committee. In addition, the board of directors has approved
additional compensation of approximately $115,000 to Ms. Raff
in recognition of her almost 10 years of continuous service on
the board of directors of the Company. This additional compensation represents a pro rata portion of the dollar value of the $120,000
equity grant that Ms. Raff would have received in August 2011 to reward her for ten years of
service on the Company’s board of directors, pursuant to the Company’s historic practice of making
such equity grants to directors who have served for at least ten years.
The paragraph under the heading “The Merger — Interest of Certain Persons in the Merger —
New Stock Option Plan “ on page 62” is supplemented by adding the following immediately before the
sentence beginning “Parent does not...”:
It is
contemplated that up to approximately two-thirds of the
stock option pool, or up to approximately 5% of the
fully-diluted shares of common stock of Parent, will be covered by
the Rollover Options of Messrs. Webb, Smith, Haverkost and Kerr.
The
first sentence of the section titled “The Merger — Interest of Certain Persons in the Merger — Employment-Related
Arrangements Following the Merger” on page 62 is amended and restated as follows:
Parent has informed the Company that it is contemplated that Mr. Webb will enter into an employment
letter agreement, pursuant to which he will agree to continue to serve as the Chief Executive
Officer of the Company for a period of 18 months following the merger in accordance with Mr. Webb’s
existing employment agreement and severance agreement and with salary and benefits consistent with
his existing employment agreement.
8
Jo Ann Stores (NYSE:JAS)
過去 株価チャート
から 12 2024 まで 1 2025
Jo Ann Stores (NYSE:JAS)
過去 株価チャート
から 1 2024 まで 1 2025
