99 CENTS ONLY STORE
8-K, 1998-10-27
VARIETY STORES
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                -----------------

                                    Form 8-K

                                 CURRENT REPORT
                       PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


        Date of Report (Date of earliest event reported): October 6, 1998


                              99 CENTS ONLY STORES
               (Exact Name of Registrant as Specified in Charter)


         California                 1-11735                   95-2411605
(State or Other Jurisdiction      (Commission                (IRS Employer
      of Incorporation)           File Number)             Identification No.)


                         4000 East Union Pacific Avenue
                       City of Commerce, California 90023
                    (Address of Principal Executive Offices)

                                 (213) 980-8145
                         (Registrant's Telephone Number)




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<PAGE>




ITEM 5.           OTHER EVENTS

         Reference  is made to the  press  releases  of  Registrant,  issued  on
October 6, 1998 and October 26,  1998,  which  contain  information  meeting the
requirements  of  this  Item  5,  and  which  are  incorporated  herein  by this
reference.  Copies of these  press  releases  are  attached  to this Form 8-K as
Exhibits 99.1 and 99.2.



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<PAGE>



                                   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.


October 26, 1998                           99 CENTS ONLY STORES




                                       By: /s/ Andy Farina
                                           -------------------------------------
                                           Andy Farina
                                           Chief Financial Officer










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<PAGE>




                                  EXHIBIT INDEX                

Exhibits                                                         Page Number


99.1              Press Release dated October 6, 1998.

99.2              Press Release dated October 26, 1998.




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                                                                    Exhibit 99.1

99 CENTS ONLY STORES REPORTS RECORD QUARTERLY SALES OF
$78.0 MILLION FOR THE THIRD QUARTER ENDED SEPT. 30, 1998, A
32.2 PERCENT INCREASE

RECORD SALES OF $212.6  MILLION FOR THE FIRST NINE  MONTHS,  AN INCREASE OF 30.0
PERCENT OVER LAST YEAR.  

CITY OF COMMERCE,  Calif.--(BUSINESS  WIRE)--Oct. 6, 1998-- 99 Cents Only Stores
(NYSE:NDN - news)  reported  record sales of $78.0 million for the third quarter
and record sales of $212.6 million for the nine months ended Sept. 30, 1998.

This represents an increase of $19.0 million or 32.2 percent over sales of $59.0
million  during the third quarter of 1997 and an increase of $49.1  million,  or
30.0 percent, for the first nine months of 1998.

Retail sales for the third quarter ended Sept. 30, 1998,  included $59.1 million
of 99 Cents Only  Stores'  sales,  an  increase of 25.9  percent  over the third
quarter  1997.  Total  retail sales for the third  quarter  were $61.6  million,
including $2.5 million of retail sales of Universal International Inc., from the
date of the closing of the acquisition,  Sept. 17, 1998, through Sept. 30, 1998.

99 Cents Only Stores'  sales for the  nine-month  period  ended Sept.  30, 1998,
excluding the $2.5 million of Universal  retail sales,  were $167.3 million,  an
increase  of 30.0  percent,  over 1997.  New stores  opened in 1998 and the full
period  effect  of  stores  added in 1997  accounted  for the  majority  of this
increase.  

Comparable  same store  sales for the third  quarter  for 99 Cents  Only  Stores
increased 4.2 percent.  Comparable  same store sales are  calculated  for stores
that have  been  open for more than 15  months.  Comparable  same  store  sales,
adjusted to give effect for new store  openings  within a  three-mile  radius of
existing stores, increased 6.9 percent in the third quarter.

Wholesale sales for the third quarter and the nine-month  period ended Sept. 30,
1998,  were $16.4  million and $42.8  million,  compared  with $12.0 million and
$34.8  million in 1997.  Included in the  wholesale  sales were $7.0  million of
wholesale  sales to  Universal  in the third  quarter and $12.0  million for the
nine-month  period ended Sept. 30, 1998. These wholesale sales to Universal were
billed at cost.

99 Cents Only Stores  opened three stores during the third quarter of 1998 and a
total of nine stores,  including  two  relocations  during the nine months ended
Sept. 30, 1998.  Currently the company has four secured locations  including one
San Diego-county location.

David Gold, president of the company said: "We are pleased to announce continued
record net sales for the third  quarter of 1998 and for the first nine months of
1998. We look forward to opening four more stores this year, including our first


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<PAGE>



stores in San Diego County and Riverside County, Calif." 

99 Cents Only Stores, the nation's oldest existing one-price retailer,  operates
60 99 Cents Only Stores located in Southern California. It also operates 73 Only
Deals and Odd's-N-End's stores located in the Upper Midwest, New York and Texas,
through its Universal  subsidiary.  99 Cents Only Stores  emphasizes  name-brand
consumables at an excellent value, in clean, attractively merchandised stores.

This news release  contains  forward-looking  statements,  as  referenced in the
Private  Securities  Litigation Reform Act of 1995 (the "Act").  Forward-looking
statements are inherently unreliable and actual results may differ. Factors that
could  cause  actual  results to differ  materially  from these  forward-looking
statements  include changes in the  competitive  marketplace,  general  economic
conditions,  factors affecting the retail industry in general, the timing of new
store  openings,  the ability of the company to acquire  inventory  at favorable
costs and other factors  discussed in the company's  filings with the Securities
and Exchange Commission. The company undertakes no obligation to publicly update
or  revise  any  forward-looking   statements,   whether  as  a  result  of  new
information, future events or otherwise.




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                                                                    Exhibit 99.2



99 CENTS ONLY STORES HAS DECLARED A 5-FOR-4 STOCK SPLIT,  IN THE FORM OF A STOCK
DIVIDEND, PAYABLE NOVEMBER 12, 1998 TO SHAREHOLDERS OF RECORD NOVEMBER 5, 1998

CITY OF COMMERCE,  Calif.--(BUSINESS  WIRE)--Oct. 26, 1998--99 Cents Only Stores
(NYSE:NDN  - news)  announced  today  that its  board of  directors  declared  a
five-for-four  stock split on its common stock, in the form of a stock dividend,
payable on  November  12,  1998 to  shareholders  of record on November 5, 1998.

Prior to this dividend the Company had 19,773,074  shares of no par common stock
outstanding.  The  five-for-four  stock  split  increases  the  number of shares
currently   outstanding  to  approximately   24,716,342.   If  shareholders  are
contemplating  a sale they should  consult  their broker as to the effect of the
split shares and the resulting  price.  Fractional  shares will be paid based on
the closing price on the  shareholder  of record date adjusted for the effect of
the  split.  

We are pleased to announce this stock dividend as part of our continuing efforts
to broaden our stock's marketability and liquidity.

99 Cents Only Stores, the nation's oldest existing one-price retailer,  operates
61 retail stores all in Southern California, a wholesale division called Bargain
Wholesale.  The  Company  has  opened ten stores in the first ten months of this
year,  including  two  relocations  and the  Company's  first store in Riverside
County,  which  opens  tomorrow.  Through  its  Universal  International,   Inc.
subsidiary,  it operates 74 Only Deals and  Odd's-N-End's  multi-price  discount
stores  located in the upper Midwest,  New York and Texas.  99 Cents Only Stores
emphasizes name-brand consumables, priced at an excellent value, in attractively
merchandised clean stores.



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