SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): December 28, 2000
99(CENT)ONLY STORES, INC.
(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)
(323) 980-8145
(Registrant's Telephone Number)
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ITEM 2. ACQUISITION OR DISTRIBUTION OF ASSETS.
On December 28, 2000, 99(cent) Only Stores, Inc., a California
corporation (the "Registrant"), sold to Universal Deals, Inc., a California
corporation ("Deals"), and Universal Odd's-N-End's, Inc., a Minnesota
corporation ("Universal ONE", and with Deals, the "Buyers") its 100% interests
in Universal International, Inc., a Minnesota corporation ("Universal"), and
Odd's-N-Ends, Inc., a Delaware corporation ("Odd's-N-End's"). Pursuant to the
Stock Purchase Agreement, the Registrant sold to Deals 1,000 shares of Universal
common stock, $0.05 par value, representing 100% of Universal's total issued and
outstanding common stock. In addition, the Registrant sold to Universal ONE
1,000 shares of Odd's-N-End's common stock, par value $0.10, representing 100%
of Odd's-N-End's total issued and outstanding common stock. The aggregate
purchase price for all shares sold was $33,909,445, which price was determined
by negotiations between the Registrant and the Buyers, and was approved by the
Board of Directors of the Registrant on December 16, 2000. Universal was a
subsidiary of the Registrant, operating a multi-price-point variety chain, with
65 stores located in the Midwest, Texas and Upstate New York, under the trade
names of Only Deals and Odd's-N-End's. A copy of the Stock Purchase Agreement is
attached to this Form 8-K as Exhibit 2.1.
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ITEM 5. OTHER EVENTS
Reference is made to the press release of Registrant, issued on December
20, 2000, which contains information meeting the requirements of this Item 5,
and which are incorporated herein by this reference. A copy of this press
release is attached to this Form 8-K as Exhibit 99.1.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION & EXHIBITS
(a) Financial Statements. N/A
(b) PRO FORMA Financial Information.
To be filed by amendment within sixty (60) days of this filing.
(c) Exhibits.
Exhibit 2.1 Stock Purchase Agreement dated December 28, 2000
Exhibit 99.1 Press Release dated December 20, 2000
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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.
January 12, 2001 99(cent)ONLY STORES, INC.
By: /S/ ERIC SCHIFFER
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Eric Schiffer
President
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EXHIBIT INDEX
EXHIBITS PAGE NUMBER
2.1 Stock Purchase Agreement dated 7
December 28, 2000 by and between
99(cent)Only Stores, Inc.,
Universal International, Inc.,
Odd's-N-End's, Inc., and
Universal Deals, Inc. and
Universal Odd's-N-Ends, Inc.
99.1 Press Release dated December 20, 2000 23
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