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8-K - FORM 8-K - JO-ANN STORES INC | l41916e8vk.htm |
Going Private E-mail Mailbox Responses
FW3 2/18/2011
1. When the sale goes through and our shares are sold back to us at the transaction price,
what happens to the money that is still in our ASOP account? Will it be returned,
and if so, how?
The last payroll deduction for this accumulation period will be on the payroll check you receive on
March 18. The ASOP deductions from this check and all prior ASOP deductions in this accumulation
period will be used to buy Jo-Ann stock. After this date, no additional ASOP deductions will occur.
Once the transaction is complete, all shares will be sold at the acquisition price and a check will
be mailed to you from ComputerShare (ASOP vendor).
2. If the ASOP plan is ending no later than March 31, how will the funds be distributed and what is
the timing around it?
The funds in your ASOP will be distributed within approximately two weeks after the close of the
acquisition. You will receive a check from ComputerShare for your proceeds.
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Cautionary Statement Regarding Forward-Looking Statements
This release may contain forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 with respect to Jo-Ann Stores, Inc. (the Company), its business and
the proposed merger transaction (the Merger) among Needle Holdings Inc., Needle Merger Sub Corp.
and the Company. These forward-looking statements can be identified by the use of terminology such
as subject to, believe, expects, plan, project, estimate, intend, may, will,
should, can, or anticipates, or the negative thereof, or variations thereon, or comparable
terminology, or by discussions of strategy. Although all of these forward-looking statements are
believed to be reasonable, they are inherently uncertain. Factors which may materially affect such
forward-looking statements include, but are not limited to general economic conditions, risks in
implementing new marketing initiatives, natural disasters and geo-political events, changes in
customer demand, changes in trends in the fabric and craft industry, changes in the competitive
pricing for products, the impact of competitors store openings and closings, our dependence on
suppliers, seasonality, disruptions to the transportation system or increases in transportation
costs, energy costs, our ability to recruit and retain highly qualified personnel, our ability to
manage our inventory, our ability to effectively manage our distribution network, disruptions to
our information systems, failure to maintain the security of our electronic and other confidential
information, failure to comply with various laws and regulations, failure to successfully implement
the store growth strategy, changes in accounting standards and effective tax rates, inadequacy of
our insurance coverage, cash and cash equivalents held at financial institutions in excess of
federally insured limits, volatility of our stock price, damage to our reputation, and other
factors, and uncertainties associated with the proposed Merger, including uncertainties relating to
the anticipated timing of filings and approvals relating to the transaction, the expected timing of
completion of the transaction and the ability to complete the transaction. Other important factors
that may cause actual results to differ materially
from those expressed in the forward-looking
statements are discussed in the Companys Securities and Exchange Commission (SEC) filings.
Readers are cautioned not to place undue reliance on forward-looking statements. The Company cannot
guarantee future results, trends, events, levels of activity, performance or achievements. The
Company does not undertake and specifically declines any obligation to update, republish or revise
forward-looking statements to reflect events or circumstances after the date hereof or to reflect
the occurrences of unanticipated events. Consequently, such forward-looking statements should be
regarded solely as the Companys current plans, estimates and beliefs.
Additional Information and Where to Find It
In connection with the Merger, on February 17, 2011, the Company filed with the SEC and began
mailing to its shareholders a definitive proxy statement regarding
the Merger. BEFORE MAKING ANY
VOTING DECISION, THE COMPANYS SHAREHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT
REGARDING THE MERGER CAREFULLY AND IN ITS ENTIRETY BECAUSE IT CONTAINS IMPORTANT INFORMATION ABOUT
THE PROPOSED MERGER. The Companys shareholders will be able to obtain, without charge, a copy of
the definitive proxy statement and other relevant documents filed with the SEC from the SECs
website at http://www.sec.gov. The Companys shareholders will also be able to obtain, without
charge, a copy of the definitive proxy statement and other relevant documents (when available) by
directing a request by mail or telephone to Jo-Ann Stores, Inc., Attn: Corporate Communications,
5555 Darrow Road, Hudson, Ohio 44236, telephone: (330) 463-6865, or from the investor relations
section of the companys website, http://www.joann.com.
Participants in Solicitation
The Company and its directors and officers may be deemed to be participants in the solicitation of
proxies from the Companys shareholders with respect to the special meeting of shareholders that
will be held to consider the Merger. Information about the Companys directors and executive
officers and their ownership of the Companys common stock is set forth in the proxy statement for
the Companys 2010 Annual Meeting of Shareholders, which was filed with the SEC on April 26, 2010.
Shareholders may obtain additional information regarding the interests of the Company and its
directors and executive officers in the Merger, which may be different than those of the Companys
shareholders generally, by reading the definitive proxy statement filed with the SEC on February
17, 2011 and other relevant documents regarding the Merger, when filed with the SEC.