~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~WASHINGTON, ~~STATES SECURITIES~~D.C. ~~AND EXCHANGE COMMISSION~~20549

~~WASHINGTON,~~FORM ~~D.C. 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT Pursuant~~of toReport ~~Section 13 or 15~~(d)Date of ~~the~~earliest ~~Securities~~event ~~Exchange~~reported): ~~Act~~March 18, ~~of 1934~~2011

~~Date~~Jo-Ann ~~of Report (Date of earliest event reported): March 18~~Stores, ~~2011~~Inc.

~~Jo-Ann~~ (Exact ~~Stores,~~Name ~~Inc.~~ of Registrant as Specified in Charter)

(Exact Name of Registrant as Specified in Charter)


Ohio	001-06695	34-0720629

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Ohio	001-06695	34-0720629
5555 Darrow Rd., Hudson, Ohio	44236
(State or Other Jurisdiction	(Commission	(IRS Employer
(Address of Principal Executive Offices)	(Zip Code)
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

~~Registrant’s~~Not ~~telephone~~Applicable (Former ~~number~~Name or Former Address, ~~including~~if ~~area~~Changed ~~code:~~Since ~~(330~~Last Report) ~~656-2600~~

~~(Former~~Check ~~Name~~the orappropriate ~~Former~~box ~~Address,~~below if ~~Changed~~the ~~Since~~Form ~~Last~~8-K ~~Report)~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

~~Check~~o ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~below if the Form 8-K filing is intended~~ to ~~simultaneously~~Rule ~~satisfy~~425 ~~the filing~~under ~~obligation of~~ the ~~registrant~~Securities ~~under~~Act ~~any~~(17 ofCFR ~~the following provisions:~~ 230.425)

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

~~TABLE~~o OFPre-commencement ~~CONTENTS~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Item~~o ~~5.07~~Pre-commencement ~~Submission~~communications ofpursuant ~~Matters~~ to aRule ~~Vote~~13e-4(c) ofunder ~~Security~~the ~~Holders~~Exchange ~~SIGNATURES~~Act (17 CFR 240.13e-4(c))

~~Table~~INTRODUCTORY ~~of Contents~~NOTE

~~Item~~ On March 518, 2011, Jo-Ann Stores, Inc.07, ~~Submission~~an Ohio corporation (the “Company”), completed its previously announced merger (the “Merger”) pursuant to the Agreement and Plan of ~~Matters~~Merger (the “Merger Agreement”), dated as of December 23, 2010, by and among the Company, Needle Holdings Inc., a Delaware corporation (“Parent”), and Needle Merger Sub Corp., an Ohio corporation and a direct wholly-owned subsidiary of Parent (“Merger Sub”). Pursuant to the Merger Agreement, Merger Sub merged with and into the Company, with the Company surviving the Merger as a ~~Vote~~wholly-owned subsidiary of ~~Security~~Parent. ~~Holders~~Parent and Merger Sub are controlled by investment affiliates of Leonard Green & Partners, L.P. (“LGP”).

OnItem ~~March 18, 2011, Jo-Ann Stores, Inc~~2.01 ~~(the~~Completion ~~“Company”) held a special meeting~~ of ~~shareholders (the~~Acquisition ~~“Special~~or ~~Meeting”).~~Disposition ~~At the Special Meeting, the Company’s shareholders adopted the previously disclosed Agreement and Plan~~ of ~~Merger, dated as of December 23, 2010 (the “Merger Agreement”), by and among the Company, Needle Holdings Inc~~Assets., a Delaware corporation (“Parent”), and Needle Merger Sub Corp., an Ohio corporation and a wholly-owned subsidiary of Parent (“Merger Sub”). Both Parent and Merger Sub are beneficially owned by Leonard Green & Partners, L.P. The Company’s shareholders also approved a proposal to adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies but this proposal was not needed.

~~Approval~~On ofMarch 18, 2011, the ~~proposal~~Merger towas ~~adopt~~consummated and, in accordance with the Merger Agreement, each ~~(“Proposal~~common ~~1”)~~share ~~required~~of the ~~affirmative vote~~Company ofissued ~~the~~and ~~holders~~outstanding as of atMarch 18, ~~least~~2011 a(other than ~~majority~~(i) treasury ofshares owned by the Company’s; ~~common~~ (ii) shares ~~outstanding~~owned asby ofParent, ~~the~~Merger Sub or any other ~~close~~direct or indirect wholly-owned subsidiary of ~~business~~Parent on(including ~~February 16,~~shares ~~2011,~~rolled ~~the~~over ~~record~~to ~~date~~Parent ~~for~~by the Company’s ~~Special~~executive ~~Meeting.~~officers ~~Approval~~and ofother employees (the “Rollover Investors”)), (iii) shares owned by ~~proposal~~any todirect ~~adjourn~~or ~~the~~indirect ~~Special~~wholly-owned ~~Meeting~~subsidiary of the Company, ifand ~~necessary~~(iv) shares orowned ~~appropriate~~by shareholders who have perfected and not otherwise waived, ~~for~~withdrawn ~~the~~or ~~purpose~~lost oftheir ~~soliciting~~rights as ~~additional~~dissenting ~~proxies~~shareholders, ~~(“Proposal~~if ~~2”)~~any, ~~required~~to ~~the~~demand ~~affirmative~~to ~~vote~~be ofpaid the ~~holders~~“fair ofcash atvalue” ~~least~~for atheir shares under ~~majority~~Ohio oflaw) was automatically cancelled and converted into the ~~Company’s~~right ~~common~~to ~~shares~~receive ~~present~~$61.00 in ~~person~~cash, without orinterest ~~represented~~and byless ~~proxy~~any atapplicable ~~the~~withholding ~~Special Meeting~~taxes.

~~The~~Upon ~~voting~~the ~~results~~closing of the ~~Special~~Merger, ~~Meeting~~the Company became a wholly-owned subsidiary of Parent, and the Company’s common shares, which traded under the symbol “JAS,” are asbeing ~~follows:~~delisted from the New York Stock Exchange (the “NYSE”).

~~Proposal~~The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, which has been filed as Exhibit 2.1: to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 23, 2010 and is incorporated herein by reference.

Votes For		Votes Against		Abstentions
21,593,745		62,454		21,430


Item 3.01		Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~Proposal~~In connection with the Merger, the Company notified the NYSE on March 18, 2011 of the consummation of the Merger pursuant to which each common share of the Company (except as otherwise provided in the Merger Agreement and described above under Item 2:.01) was cancelled and converted into the right to receive $61.00 in cash, without interest and less any applicable withholding taxes. The Company requested that the NYSE file with the SEC an application on Form 25 to deregister the common shares under Section 12(b) of the Exchange Act and report that the Company’s common shares are no longer listed on the NYSE.

Votes For		Votes Against		Abstentions
20,285,430		1,369,228		22,971


Item 5.01		Change in Control of Registrant.

~~Table~~ Pursuant to the terms of ~~Contents~~the Merger Agreement, the Merger was completed on March 18, 2011 upon the filing of a Certificate of Merger with the Secretary of State of the State of Ohio, at which time Merger Sub merged with and into the Company. As a result of the Merger, the Company became a wholly-owned subsidiary of Parent. The disclosure under Item 2.01 is incorporated herein by reference.

~~SIGNATURES~~ The aggregate consideration paid in connection with the Merger was approximately $1.6 billion, which consideration was funded by a combination of (i) equity financing from investment funds affiliated with LGP, the Rollover Investors, additional members of management and certain other co-investors; (ii)

~~Pursuant~~borrowings tounder ~~the~~a ~~requirements~~new ofsenior ~~the~~secured ~~Securities~~asset-based ~~Exchange~~revolving ~~Act~~credit offacility; ~~1934, the registrant has duly~~(iii) borrowings ~~caused~~under ~~this~~a ~~report~~new tosenior besecured ~~signed~~term onloan ~~its~~facility, ~~behalf~~and by (iv) the ~~undersigned~~proceeds ~~hereunto~~of ~~duly~~a ~~authorized~~senior notes offering.

~~Jo-Ann~~Item ~~Stores, Inc~~5.02 ~~By:~~Departure ~~/s/~~of ~~David~~Directors ~~Goldston~~or ~~David~~Certain ~~Goldston~~Officers; ~~Senior~~Election ~~Vice~~of ~~President,~~Directors; ~~General~~Appointment ~~Counsel~~of ~~and~~Certain ~~Secretary~~Officers; Compensatory Arrangements of Certain Officers.

~~Date~~ In connection with the Merger, the following members of the Company’s board of directors resigned as of the effective time of the Merger: ~~March 18~~Scott Cowen, ~~2011~~Ira Gumberg, Patricia Morrison, Frank Newman, David Perdue, Beryl Raff, Alan Rosskamm and Tracey Travis.

Following such resignations, Jonathan Sokoloff, Todd Purdy, John Yoon and Travis Smith were elected to the board of directors. Darrell Webb remained a director of the Company.


Item 5.03		Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

At the effective time of the Merger and pursuant to the Merger Agreement, the articles of incorporation and code of regulations of the Company were amended and restated to be in the form of the articles of incorporation and code of regulations of Merger Sub.


Item 9.01		Financial Statements and Exhibits.

(d) Exhibits.

2.1

Agreement and Plan of Merger, dated December 23, 2010, by and among Jo-Ann Stores, Inc., Needle Holdings Inc. and Needle Merger Sub Corp. (filed as Exhibit 2.1 to Form 8-K filed with the SEC on December 23, 2010 and incorporated herein by reference).

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.
	By:	/s/ David Goldston
		David Goldston
Date: March 21, 2011		Secretary

EXHIBIT INDEX


Exhibit No.		Description


	2.1	Agreement and Plan of Merger, dated December 23, 2010, by and among Jo-Ann Stores, Inc., Needle Holdings Inc. and Needle Merger Sub Corp. (filed as Exhibit 2.1 to Form 8-K filed with the SEC on December 23, 2010 and incorporated herein by reference).

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