SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. 1)
Universal International, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
913900403
(CUSIP Number)
Andrew Farina
99 Cents Only Stores
4000 East Union Pacific Avenue
City of Commerce, California 90023
(213) 980-8145
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 17, 1998
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b)(3) or (4), check the following box ___.
The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
<PAGE>
99 Cents Only Stores hereby amends its original Statement on Schedule 13D
(filed on November 28, 1997) relating to the shares of common stock of
Universal International, Inc. (the "Company") as set forth below:
Item 4. PURPOSE OF THE TRANSACTION.
Item 4 is hereby amended and restated in its entirety as follows:
On November 28, 1997, 99 Cents Only filed a Statement on Schedule 13D
reporting the acquisition by 99 Cents Only of 4,500,000 shares of common stock,
or 47.9% of the total outstanding shares of common stock of the Company. At
that time the purpose for the acquisition was investment and 99 Cents Only had
no intention of distributing, selling or otherwise disposing of the shares.
However, 99 Cents Only reported that it may from time to time explore the
possibility of acquiring additional shares of the common stock of the Company.
On February 17, 1998, 99 Cents Only issued a press release announcing that
it has made a proposal to the Board of Directors of the Company to acquire all
of the issued and to-be-issued shares of the common stock of the Company in
exchange for shares of common stock of 99 Cents Only. If accepted as proposed,
99 Cents Only would issue to the stockholders of the Company one share of
common stock of 99 Cents Only for each 16 outstanding shares of common stock of
the Company.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibit is filed with this Amendment No. 1.
1. Press Release issued by 99 Cents Only Stores, dated February 17,
1998.
SIGNATURE.
After reasonable 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.
By: /s/ Andrew Farina
-----------------------------
Name: Andrew Farina
Title: Chief Financial Officer
Date: February 18, 1998
<PAGE>
Exhibit 1. Press Release
99 CENTS ONLY STORES ANNOUNCES PROPOSAL TO ACQUIRE OUTSTANDING
SHARES OF UNIVERSAL INTERNATIONAL, INC.
February 17, 1998 -- 99 Cents 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 Cents Only Stores. If accepted as proposed, 99 Cents Only
Stores would issue to the stockholders of Universal International one share of
common stock of 99 Cents Only Stores for each 16 outstanding shares of common
stock of Universal International. Based on the closing price of $33 9/16 of 99
Cents 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 Cents 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 Cents 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 Cents
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 Cents 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-
<PAGE>
N-End's is owned by Universal International) to acquire all of the issued and
outstanding shares of Odd's-N-End's.
99 Cents 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 Cents 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 Cents 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 date 99 Cents 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 Cents 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 Cents 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 Cents
Only Stores emphasizes name-brand consumables, priced at an excellent value, in
clean, attractively merchandised stores.
CONTACT: 99 Cents Only Stores, City of Commerce, CA
Eric Schiffer, Senior Vice President-Finance
(213) 881-9912
