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): February 17, 1998
99 CENT 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) LUCKY-99
(Registrant's Telephone Number)
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ITEM 5. OTHER EVENTS
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Reference is made to the press releases of Registrant, issued on February
17, 1998, which contain information meeting the requirements of this Item 5,
and which are incorporated herein by this reference. A copy of each of these
press releases is attached to this Form 8-K as Exhibits 99.1 and 99.2.
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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.
February 17, 1998 99 Cent ONLY STORES
By: /s/Andrew Farina
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Andrew Farina
Chief Financial Officer
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EXHIBIT INDEX
EXHIBITS
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99.1 Press Release dated February 17, 1998.
99.2 Press Release dated February 17, 1998.
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99 CENT ONLY STORES ANNOUNCES PROPOSAL TO ACQUIRE
OUTSTANDING SHARES OF ODD'S-N-END'S
February 17, 1998 -- 99 Cent Only Stores (NYSE: NDN) announced today that
it has made a proposal to the Board of Directors of Odd's-N-End's (NASDAQ:
ODDE) to acquire all of the issued and to-be-issued shares of the common stock
of Odd's-N-End's for cash. If accepted as proposed, 99 Cent Only Stores would
issue to the stockholders of Odd's-N-End's cash equal to $0.30 per share for
each outstanding share of common stock of Odd's-N-End's (other than shares held
by Universal International).
In a separate release, 99 Cent Only Stores today announced that it had
made a proposal to the Board of Directors of Universal International (which
owns 40.5% of the outstanding shares of common stock of Odd's-N-End's) to
acquire all of the issued and outstanding shares of Universal International.
Universal International has an outstanding trade receivable from Odd's-N-End's
in the approximate amount of $10 million.
The transaction is subject to the execution of definitive agreements, the
approval by the stockholders of Odd's-N-End's, the successful consummation of
the transaction between 99 Cent Only Stores and Universal International and
other customary closing conditions.
99 Cent Only Stores, the nation's oldest existing one-price retailer, is
scheduled to open its 54th store in San Bernardino, California on February 26,
1998, and operates a wholesale division called Bargain Wholesale. 99 Cent Only
Stores emphasizes name-brand consumables, priced at an excellent value, in
clean, attractively merchandised stores.
CONTACT: 99 Cent Only Stores, City of Commerce, CA
Eric Schiffer, Senior Vice President-Finance
(213) 881-9912
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99 Cent ONLY STORES ANNOUNCES PROPOSAL TO ACQUIRE OUTSTANDING
SHARES OF UNIVERSAL INTERNATIONAL, INC
February 17, 1998 -- 99 Cent Only Stores (NYSE: NDN) announced today that
it has made a proposal to the Board of Directors of Universal International,
Inc. (NASDAQ: UNIV) to acquire all of the issued and to-be-issued shares of
the common stock of Universal International, Inc. in exchange for shares of
common stock of 99 Cent Only Stores. If accepted as proposed, 99 Cent Only
Stores would issue to the stockholders of Universal International one share of
common stock of 99 Cent Only Stores for each 16 outstanding shares of common
stock of Universal International. Based on the closing price of $33 9/16 of 99
Cent Only Stores' common stock on the New York Stock Exchange on February 13,
1998, this transaction values the common stock of Universal International at
$2.0975 per share. If 99 Cent Only Stores purchases all outstanding shares of
Universal International in this transaction, it will issue an aggregate of
approximately 310,000 shares of common stock.
Definitive agreements are pending.
99 Cent Only Stores and Mark Ravich and Norman Ravich, significant
stockholders of Universal International, have reached an agreement in principle
with respect to shares beneficially held by the Ravichs pursuant to which they
would vote such shares in favor of the transaction and tender their shares as
part of the transaction. Definitive agreements are pending.
David Gold, Chairman of the Board and Chief Executive Officer of 99 Cent
Only Stores, said "We are excited about this acquisition. We are looking
forward to working with the Universal management team to implement exciting new
merchandising concepts for these stores."
In a separate release, 99 Cent Only Stores today announced that it has
made a proposal to the Board of Directors of Odd's-N-End's (40.5% of the
outstanding shares of common stock of Odd's-N-End's is owned by Universal
International) to acquire all of the issued and outstanding shares of Odd's-N-
End's.
99 Cent Only Stores indicated that it expects Richard Ennen to remain as
Chief Executive Officer and President of Universal International following
consummation of the transaction.
99 Cent Only Stores acquired approximately 48% of the outstanding common
stock in Universal International in November 1997 for a purchase price equal to
$0.8889 per share. The price to be offered in this transaction was determined
by 99 Cent Only Stores after consultation with its financial advisor, Houlihan
Lokey Howard & Zukin, specially engaged for this matter, who provided a
preliminary fairness opinion in support of the offer. Based upon the $2.0975
per share transaction value referred to above, the proposed transaction
represents a 12% and 52% premium to Universal International's common stock's
closing sales prices one day and one week prior to the
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date 99 Cent Only announced the acquisition of its initial position in
Universal International in November 1997.
The proposed offer is subject to execution of definitive agreements
between 99 Cent Only Stores and Universal International and its principal
stockholders, the approval of the Universal International stockholders and
other customary closing conditions.
A Registration Statement relating to these securities will be filed with
the Securities and Exchange Commission. These securities may not be sold nor
may any offers to buy be accepted prior to the time the Registration Statement
becomes effective. This communication shall not constitute an offer to sell or
the solicitation of an offer to buy, nor shall there be any sale of these
securities in any State in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
99 Cent Only Stores, the nation's oldest existing one-price retailer is
scheduled to open its 54th store in San Bernardino, California on February 26,
1998, and operates a wholesale division called Bargain Wholesale. 99 Cent Only
Stores emphasizes name-brand consumables, priced at an excellent value, in
clean, attractively merchandised stores.
CONTACT: 99 Cent Only Stores, City of Commerce, CA
Eric Schiffer, Senior Vice President-Finance
(213) 881-9912
