<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
ODD'S-N-END'S, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
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(4) Date Filed:
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ODD'S-N-END'S, INC.
5000 WINNETKA AVENUE NORTH
NEW HOPE, MINNESOTA 55428
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
JULY 15, 1997
------------------------
Notice is hereby given that the Annual Meeting of Shareholders of
Odd's-N-End's, Inc. (the "Company") will be held at the 28th floor of the
LaSalle Plaza, 800 LaSalle Avenue, Minneapolis, Minnesota 55402 on Tuesday, July
15, 1997 at 4:30 p.m. Central Time for the following purposes:
(1) To elect three directors to the Board of Directors for the ensuing year;
(2) To ratify the appointment of Coopers & Lybrand L.L.P. as the Company's
independent auditors for the current fiscal year; and
(3) To transact such other business as may properly come before the meeting
or any adjournment thereof.
Only shareholders of record at the close of business on May 16, 1997 are
entitled to notice of and to vote at the meeting or any adjournment thereof.
Your attention is directed to the accompanying Proxy Statement for the text
of the resolutions to be proposed at the meeting and further information
regarding each proposal to be made.
SHAREHOLDERS UNABLE TO ATTEND THE MEETING IN PERSON ARE ASKED TO COMPLETE,
DATE AND SIGN THE ENCLOSED PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED
ENVELOPE. IF YOU ATTEND THE MEETING, YOU MAY REVOKE YOUR PROXY AND VOTE IN
PERSON IF YOU WISH.
By Order of the Board of Directors
James A. Patineau
SECRETARY
April 30, 1997
Minneapolis, Minnesota
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ODD'S-N-END'S, INC.
5000 WINNETKA AVENUE NORTH
NEW HOPE, MINNESOTA 55428
------------------------
PROXY STATEMENT
---------------------
ANNUAL MEETING OF SHAREHOLDERS--JULY 15, 1997
INFORMATION CONCERNING SOLICITATION
AND VOTING
This Proxy Statement is furnished in connection with the solicitation by the
Board of Directors of Odd's-N-End's, Inc. (the "Company") of proxies to be used
at the Annual Meeting of Shareholders of the Company (the "Meeting") to be held
on Tuesday, July 15, 1997 at 4:30 p.m. Central Time, at the 28th floor of the
LaSalle Plaza, 800 LaSalle Avenue, Minneapolis, Minnesota, and at all
adjournments thereof for the purposes set forth herein and in the accompanying
Notice of Annual Meeting of Shareholders. ANY PROXY IN WHICH NO DIRECTION IS
SPECIFIED WILL BE VOTED IN FAVOR OF EACH OF THE MATTERS TO BE CONSIDERED. This
Proxy Statement and the accompanying Notice and Proxy are being mailed to
shareholders on or about June 10, 1997.
The close of business on May 16, 1997 has been fixed as the record date for
the determination of shareholders entitled to notice of and to vote at the
Meeting. At that date, the Company's outstanding voting securities consisted of
4,724,048 shares of Common Stock, par value $.07 per share (the "Common Stock").
On all matters which will come before the Meeting, each shareholder or their
proxy will be entitled to one vote for each share of Common Stock of which such
shareholder was the holder of record on the record date. The aggregate number of
votes cast by all shareholders present in person or by proxy at the Meeting will
be used to determine whether a motion is carried. Thus, an abstention from
voting on a matter by a shareholder, while included for purposes of calculating
a quorum for the Meeting, has no effect on the item on which the shareholder
abstained from voting. In addition, although broker "non-votes" will be counted
for purposes of attaining a quorum, they will have no effect on the vote.
Any Proxy given pursuant to this solicitation may be revoked by the person
giving it at any time prior to its use by (I) delivering to the principal office
of the Company a written notice of revocation, (ii) filing with the Company a
duly executed Proxy bearing a later date or (iii) attending the Meeting and
voting in person.
The costs of this solicitation will be borne by the Company. The Company
will request brokerage houses and other nominees, custodians and fiduciaries to
forward soliciting material to beneficial owners of the Company's Common Stock.
The Company will reimburse brokerage firms and other persons representing
beneficial owners for their expenses in forwarding solicitation materials to
beneficial owners.
PROPOSAL ONE
ELECTION OF DIRECTORS
BOARD RECOMMENDATION
The Board of Directors recommends that the three persons named below be
elected as directors, each to hold office for a term of one year and until their
successor is duly elected and qualified. A shareholder cannot vote for a greater
number of persons than the number of nominees named.
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GENERAL
The Board of Directors met once during the last fiscal year. Each nominee
director attended all of the meetings of the Board of Directors and committees
of the Board during the period he was a director. The Board of Directors meets
to review significant developments affecting the Company and to act on matters
requiring Board of Director approval.
The directors are elected annually by the shareholders of the Company. All
nominees are presently serving as directors.
None of the nominees are employees of the Company but all are employees of
Universal International, Inc. or its wholly owned subsidiary, Only Deals, Inc.
Universal International, Inc. owns 40.5% of the outstanding stock of the
Company. Personal information for each nominee is provided under the "Nominees
for Director" section of this Proxy Statement.
The Board of Directors has no standing committees.
None of the Company's directors receives any cash compensation or stock
options for serving on the Board of Directors.
NOMINEES FOR DIRECTOR
The names of the nominees, and certain information about them, are set forth
below:
<TABLE>
<CAPTION>
NAME AGE PRINCIPAL OCCUPATION
- ------------------------------------------- --- -----------------------------
<S> <C> <C>
Mark H. Ravich............................. 44 Chief Executive Officer of
Universal International,
Inc.
Robert R. Langer........................... 41 Chief Operating Officer of
Only Deals, Inc.
Richard L. Ennen........................... 44 President of Only Deals, Inc.
</TABLE>
MARK H. RAVICH
Mr. Mark H. Ravich was appointed to the Board of Directors of the Company on
December 28, 1994 upon the confirmation of the Company's Bankruptcy Plan of
Reorganization. Mr. Ravich has been Chief Executive Officer of Universal
International, Inc. since September 1, 1990 and a Director of Universal
International, Inc. since 1979. Universal International, Inc. owns 40.5% of the
outstanding stock of the Company. Since 1981, he has been President and
controlling shareholder of Tri-Star Development Corp. and Tri-Star Management,
Inc., a real estate development company and property management company,
respectively.
ROBERT R. LANGER
Mr. Robert R. Langer was appointed to the Board of Directors of the Company
in March 1995. Mr. Langer has been the Chief Operating Officer of Only Deals,
Inc. since September 1994. Mr. Langer joined Only Deals, Inc. in February 1992
as Vice President--Retail Operations. From June 1989 to January 1992, Mr. Langer
was Director of the Retail Division for Lieberman Enterprises, a major music and
video distributor. From June 1986 to May 1989, Mr. Langer was Director--National
Store Operations for The Musicland Group, Inc., a large entertainment and
software retailer.
RICHARD L. ENNEN
Mr. Richard L. Ennen was appointed to the Board of Directors of the Company
in December 1996. Mr. Ennen has been the President of Only Deals, Inc. since
October 1996. Mr. Ennen joined Only Deals, Inc. in September 1996, as Executive
Vice President and General Merchandising Manager. From
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1992 to September 1996, Mr. Ennen was Director of Retail Merchandising and
Retail Operations for Holiday Companies, a large grocery, wholesale and gasoline
company based in Bloomington, Minnesota. From 1983 to 1992, Mr. Ennen was
employed by Rodman's Discount Food, Drug & Appliances, a Washington, D.C.-based
six-store retail chain, where he served as Vice President of Operations since
1988.
VOTING INFORMATION
A shareholder submitting a Proxy may vote for all or any of the nominees for
election to the Board of Directors or may withhold his vote from all or any of
such nominees. IF A SUBMITTED PROXY IS PROPERLY SIGNED BUT UNMARKED IN RESPECT
OF THE ELECTION OF DIRECTORS IT IS INTENDED THAT THE PROXY AGENTS NAMED IN THE
PROXY WILL VOTE THE SHARES REPRESENTED THEREBY FOR THE ELECTION ALL OF THE
NOMINEES. Each of the nominees has agreed to serve the Company as a director if
elected. However, should any nominee become unwilling or unable to serve if
elected, the Proxy Agents named in the Proxy will exercise their voting power in
favor of such other person as the Board of Directors of the Company may
recommend. The Company's Articles of Incorporation prohibit cumulative voting
and each director will be elected by a majority of the voting power of the
shares present and entitled to vote at the Meeting.
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of April 30, 1997: (I) by each
director; (ii) by all directors and executive officers of the Company as a
group; and (iii) by each person known to the Company to be the beneficial owner
of more than 5% of the outstanding shares of the Company's Common Stock.
<TABLE>
<CAPTION>
AMOUNT AND NATURE PERCENT
OF OF
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS(1)
- ----------------------------------------------- -------------------- --------
<S> <C> <C>
Universal International, Inc................... 1,913,239 40.5%
Mark H. Ravich................................. 1,913,239(2) 40.5%
Robert R. Langer............................... 0 *
Richard L. Ennen............................... 0 *
All officers and directors as a group (3
persons)..................................... 1,913,239(2) 40.5%
</TABLE>
- ------------------------
* Represents less than 1% of the Company's outstanding Common Stock.
(1) Based upon a total of 4,724,048 shares of Common Stock outstanding.
(2) Includes 1,913,239 shares of Common Stock held by Universal International,
Inc. of which Mr. Ravich is the Chief Executive Officer.
CERTAIN TRANSACTIONS
In February 1995, the Company entered into a demand discretionary revolving
credit facility with Universal International, Inc. ("Universal") which, as
amended, provides for borrowings of up to $5 million with interest payable at
prime plus 2.5%. Borrowings are collateralized by substantially all of the
Company's assets subject, however, to the terms of a subordination agreement
with the Company's bank. There were borrowings of $3,602,000 under the facility
with Universal at December 31, 1996. Universal owns 40.5% of the Company's
Common Stock. Mark H. Ravich, a nominee for director of the Company, is the
Chief Executive Officer of Universal and beneficially owns 20.5% of the Common
Stock of Universal.
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During the years ended December 31, 1995 and 1996, the Company purchased a
total of $15.9 million and $14.4 million, respectively, of merchandise from
Universal pursuant to a supply agreement between the parties. The supply
agreement allows for, among other things, Universal to achieve a gross profit
margin of approximately 15.25% on the merchandise sold to the Company.
Commencing in 1995, Universal began providing accounting, operational and
administrative functions for the Company. In 1995 and 1996, Universal earned
$167,000 and $156,000, respectively, for providing these services.
COMPENSATION OF EXECUTIVE OFFICERS
The Company's Chief Executive Officer, Mark H. Ravich, did not receive any
cash consideration or stock options from the Company during 1996. Mr. Ravich
will not receive any cash compensation or stock options from the Company in
1997. Since 1995, Universal International, Inc. has provided accounting,
operational and administrative services to the Company. See "Certain
Transactions."
No other executive officers of the Company received compensation in 1996.
There are no outstanding stock options as of December 31, 1996.
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership on Form 3 and changes in ownership on Form 4 or 5 with the Securities
and Exchange Commission ("SEC"). Such officers, directors and ten percent
shareholders are also required by SEC rules to furnish the Company with copies
of all Section 16(a) forms that they file. To the Company's knowledge, based
solely on a review of the copies of such reports furnished to the Company, all
Section 16(a) filing requirements applicable to its officers, directors and ten
percent shareholders were complied with.
PROPOSAL TWO
RATIFICATION AND APPROVAL OF THE
APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors has selected Coopers & Lybrand L.L.P., independent
public accountants, to audit the financial statements of the Company for the
fiscal year ending December 31, 1997. Coopers & Lybrand L.L.P. has audited the
Company's financial statements since 1995. Representatives of Coopers & Lybrand
L.L.P. are expected to be present at the Meeting and will have an opportunity to
make a statement if they desire to do so. They are also expected to be available
to respond to appropriate questions.
BOARD RECOMMENDATIONS
The Board of Directors recommends a vote for ratification of the selection
of the independent auditor. Ratification of the selection requires the
affirmative vote by a majority of the shareholders present or represented at the
Meeting. If the appointment is not ratified by the shareholders, the Board of
Directors is not obligated to appoint other auditors, but the Board of Directors
will give consideration to such unfavorable vote.
SHAREHOLDER PROPOSALS FOR NEXT ANNUAL MEETING
Any shareholder proposals intended to be presented at the Company's 1998
Annual Meeting of Shareholders must be received by the Company on or before
December 15, 1997 to be considered for inclusion in the Company's proxy
statement and form of proxy relating to such meeting. The proposals should be
addressed to Mr. James A. Patineau, Secretary, Odd's-N-End's, Inc., 5000
Winnetka Avenue North, New Hope, Minnesota 55428.
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OTHER MATTERS
All properly executed Proxies delivered pursuant to this solicitation and
not revoked will be voted at the Meeting in accordance with the directions
given. In voting by proxy in regard to the election of three directors to serve
until the 1998 Annual Meeting of Shareholders, shareholders may vote in favor of
all nominees or withhold their votes as to all nominees or withhold their votes
as to specific nominees. With respect to other terms to be voted upon,
shareholders may vote in favor of the item or against the item or may abstain
from voting. Shareholders should specify their choices on the enclosed Proxy.
Any Proxy in which no director is specified will be voted in favor of each of
the matters to be considered.
The Board of Directors does not intend to bring any matters before the
Meeting other than as stated in this Proxy Statement and is not aware of any
other matters that will be presented for action at the Meeting. Should any other
matters be properly presented, the person named in the enclosed form of Proxy
will vote the Proxy with respect thereto in accordance with their best judgment,
pursuant to the discretionary authority granted by the Proxy.
James A. Patineau
SECRETARY
Dated: April 30, 1997
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P R O X Y ODD'S-N-END'S, INC.
ANNUAL MEETING OF SHAREHOLDERS--JULY 15, 1997
The undersigned hereby appoints Mark H. Ravich, with full power of
substitution as proxy and agent (the "Proxy Agent") in the name of the
undersigned, to attend the Annual Meeting of Shareholders of Odd's-N-End's, Inc.
(the "Company") to be held at the 28th floor of the LaSalle Plaza, 800 LaSalle
Avenue, Minneapolis, Minnesota 55402 on Tuesday, July 15, 1997 at 4:30 p.m.
Central Time, or any adjournment thereof, and to vote the number of shares of
Common Stock of the Company that the undersigned would be entitled to vote, and
with all the power the undersigned would possess, if personally present, as
follows.
<TABLE>
<S> <C> <C> <C>
1. ELECTION OF DIRECTORS / / FOR all nominees listed / / WITHHOLD authority to
below (except as marked to the vote for all nominees listed
contrary). below.
</TABLE>
(TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, STRIKE A LINE THROUGH
THE NOMINEE'S NAME IN THE LIST BELOW.)
MARK H. RAVICH ROBERT R. LANGER RICHARD L. ENNEN
<TABLE>
<S> <C>
2. PROPOSAL TO RATIFY THE APPOINTMENT OF COOPERS & LYBRAND L.L.P. as the Company's independent auditor for the
Company's current fiscal year.
</TABLE>
/ / FOR / / AGAINST / / ABSTAIN
<TABLE>
<S> <C>
3. In their discretion, the Proxy Agent is authorized to vote on such other business as may properly come before the
meeting or any adjournment thereof.
</TABLE>
<PAGE>
THIS PROXY WHEN PROPERLY EXECUTED AND RETURNED TO THE COMPANY WILL BE VOTED
IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER(S). IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1 AND 2.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS OF THE COMPANY.
PLEASE DATE AND SIGN exactly as the name(s) appears herein and return
promptly in the accompanying envelope. If the shares are held by joint tenants
or as community property, both shareholders should sign.
Receipt of Notice of Annual Meeting of Shareholders and Proxy Statement
dated April 30, 1997, is hereby acknowledged by the undersigned.
Dated ______________________, 1997
__________________________________
Signature of Shareholder
__________________________________
Signature of Shareholder
