PJ America, Inc. (NASDAQ: PJAM), the largest franchisee of Papa John's International, Inc. announced Friday (today that the Company has entered into an Agreement and Plan of Merger with PJ Acquisition Corp., an entity formed by Douglas S. Stephens, President and C.E.O., Richard F. Sherman, Chairman of the Board, and other board members and significant shareholders (the "Investor Group"), which Investor Group owns collectively approximately 40% of the outstanding common stock of the Company.