SC TO-T/A 1 mv7-17_sctota3.txt ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------- SCHEDULE TO (RULE 14D-100) TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3) --------------- ODD JOB STORES,INC. (Name of Subject Company (Issuer)) --------------- AMAZING SAVINGS HOLDING LLC AMAZING SAVINGS/J.B.S. LIQUIDATORS, INC. ASCEND RETAIL PARTNERS LLC ASCEND RETAIL INVESTMENT LLC MOSHAEL STRAUS (Names of Filing Persons (Offeror)) --------------- COMMON STOCK, WITHOUT PAR VALUE (Title of Class of Securities) 67575J102 (CUSIP Number of Class of Securities) --------------- JEFFREY PARKER AMAZING SAVINGS HOLDING LLC 20 INDUSTRY DRIVE, PO BOX 25 MOUNTAINVILLE, NEW YORK 10953 (845) 534-1000 Copy to: DAVID E. ZELTNER, ESQ. WEIL, GOTSHAL & MANGES LLP 767 FIFTH AVENUE NEW YORK, NY 10153 (212) 310-8000 (Name, Address and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of Filing Persons) --------------- CALCULATION OF FILING FEE ----------------------------------------- -------------------------------------- TRANSACTION VALUATION* AMOUNT OF FILING FEE** ----------------------------------------- -------------------------------------- $28,890,201 $2,347 ----------------------------------------- -------------------------------------- * For purposes of calculating the filing fee pursuant to Rule 0-11(d) only, the transaction valuation was calculated on the basis of (a) 9,630,067, the maximum number of shares of common stock, without par value, of Odd Job Stores, Inc. (the "Shares") to be acquired in this tender offer (representing (i) 8,698,267 Shares outstanding and (ii) 931,800 Shares issuable upon the exercise of outstanding options having an exercise price of less than or equal to $3.00), and (b) the tender offer price of $3.00 per Share. ** The filing fee, calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934 and Fee Rate Advisory No. 11 issued by the Securities and Exchange Commission on February 21, 2003, is $80.90 per $1 million of the aggregate transaction valuation. [X] Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. Amount Previously Paid: $2,347 Filing Parties: Amazing Savings Holding LLC Form or Registration No.: Schedule TO Date Filed: June 10, 2003 [ ] Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer. Check the appropriate boxes below to designate any transactions to which the statement relates: [X] third-party tender offer subject to Rule 14d-1. [ ] issuer tender offer subject to Rule 13e-4. [ ] going-private transaction subject to Rule 13e-3. [ ] amendment to Schedule 13D under Rule 13d-2. Check the following box if the filing is a final amendment reporting the results of the tender offer: [X] ================================================================================ SCHEDULE TO This Amendment No. 3 (this "AMENDMENT") amends and/or supplements the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission (the "COMMISSION") on June 10, 2003, as amended and/or supplemented by Amendment No. 1 filed with the Commission on July 1, 2003 and Amendment No. 2 filed with the Commission on July 10, 2003 (the "SCHEDULE TO"), by Amazing Savings Holding LLC, a Delaware limited liability company ("AMAZING Savings"), Amazing Savings/J.B.S. Liquidators, Inc., a New York corporation, Ascend Retail Partners LLC, a Delaware limited liability company, Ascend Retail Investment LLC, a Delaware limited liability company and Moshael Straus. The Schedule TO, along with this Amendment, relates to the offer by Amazing Savings to purchase up to 8,698,267 shares of common stock, without par value (the "COMMON SHARES" or the "SHARES"), of Odd Job Stores, Inc., an Ohio corporation (the "COMPANY"), at a purchase price of $3.00 per Share, net to the seller in cash, without interest thereon and less any required withholding taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated June 10, 2003, as amended (the "OFFER TO PURCHASE") and in the related Letter of Transmittal (which, together with any supplements or amendments, collectively constitute the "OFFER"). Any capitalized term used and not otherwise defined herein has the meaning given to such term in the Offer to Purchase. The information set forth in the Offer to Purchase and the related Letter of Transmittal is expressly incorporated herein by reference in response to all the Items of this Amendment. In addition, the information set forth in Items 1 through 13 of the Schedule TO are incorporated herein by reference with respect to Items 1 through 13 of this Amendment, except those Items as to which information specifically provided herein is relevant, in which case the information contained in the Schedule TO is incorporated herein by reference in partial answer to those Items unless otherwise noted hereto. ITEM 11. ADDITIONAL INFORMATION. Item 11(b) of the Schedule TO is hereby amended and supplemented by adding the following thereto: On July 17, 2003, Amazing Savings and the Company issued a joint press release announcing the completion of the Offer. The Offer expired at 8:00 a.m. New York City time on Wednesday, July 16, 2003. The full text of the press release is set forth in Exhibit (a)(1)(K) to this Amendment and is incorporated herein by reference. ITEM 12. EXHIBITS. Item 12 of the Schedule TO is hereby amended and supplemented by adding the following thereto: (a)(1)(K) Text of joint press release issued by Amazing Savings and the Company, dated July 17, 2003, announcing completion of the Offer. 2 SIGNATURE After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: July 17, 2003 AMAZING SAVINGS HOLDING LLC By: /s/ Sam Friedland ------------------------------------ Name: Sam Friedland Title: President AMAZING SAVINGS/J.B.S. LIQUIDATORS, INC. By: /s/ Sam Friedland ------------------------------------ Name: Sam Friedland Title: President ASCEND RETAIL PARTNERS LLC By: /s/ Moshael Straus ------------------------------------ Name: Moshael Straus Title: Managing Member ASCEND RETAIL INVESTMENT LLC By: /s/ Moshael Straus ------------------------------------ Name: Moshael Straus Title: Managing Member /s/ Moshael Straus ------------------------------------ Moshael Straus 3 EXHIBIT INDEX EXHIBIT NO. DOCUMENT ----------- -------- (a)(1)(K) Text of joint press release issued by Amazing Savings and the Company, dated July 17, 2003, announcing completion of the Offer. 4