<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE
SECURITIES EXCHANGE ACT OF 1934)
(AMENDMENT NO. 4)
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ODD'S-N-END'S, INC.
(Name of the Issuer)
ODD'S-N-END'S, INC.
99CENTS ONLY STORES
ODD'S-N-END'S ACQUISITION CORP.
UNIVERSAL INTERNATIONAL, INC.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $0.07
(Title of Class of Securities)
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0006757501
(CUSIP Number of Class of Securities)
David Gold, Chairman of the Board and Chief Executive Officer
99CENTS Only Stores
4000 Union Pacific Avenue
City of Commerce, California 90023
(213) 980-8145
C.N. Franklin Reddick III, Esq.
Linda Giunta Michaelson, Esq.
Troop Steuber Pasich Reddick & Tobey, LLP
2029 Century Park East, 24th Floor
Los Angeles, California 90067
(310) 728-3200
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS ON
BEHALF OF PERSON(s) FILING STATEMENT)
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This statement is filed in connection with (check the appropriate box):
a. /X/ The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule
13e-3(c) under the Securities Exchange Act of 1934.
b. / / The filing of a registration statement under the Securities
Act of 1933.
c. / / A tender offer.
d. / / None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: / /
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CALCULATION OF FILING FEE
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TRANSACTION VALUATION (1) AMOUNT OF FILING FEE (2)
$843,243 $168.65
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(1) For the purposes of calculation of the filing fee only. Assumes the
purchase, at a purchase price of $0.30 per share, of 2,810,809 shares
of common stock of the Issuer, representing all of such shares
outstanding on a fully diluted basis (excluding 3,413,239 shares of
common stock owned by Universal International, Inc., which shares will
not be purchased in the transaction).
(2) The amount of the filing fee represents 1/50th of 1% of the transaction
value.
/X/ Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
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<CAPTION>
<S> <C>
Amount Previously Paid: $168.65 Filing Party: Odd's-N-End's, Inc.
Form or Registration No.: Schedule 14A Date Filed: April 28, 1998
</TABLE>
1
<PAGE>
INTRODUCTION
This Amendment No. 4 is the final amendment to and it amends and
supplements the Rule 13e-3 Transaction Statement on Schedule 13E-3 filed with
the Securities and Exchange Commission (the "Commission") on behalf of
Odd's-N-End's, Inc. (the "Issuer"), 99CENTS Only Stores (the "Purchaser") and
Odd's-N-End's Acquisition Corp. (the "Merger Subsidiary") with respect to the
merger pursuant to which the Merger Subsidiary has been merged with and into the
Issuer (the "Merger"), as amended by Amendment No. 1, Amendment No. 2 and
Amendment No. 3 thereto filed with the Commission on behalf of the Issuer, the
Purchaser, the Merger Subsidiary and Universal International, Inc.
("Universal").
This Final Amendment is filed pursuant to Rule 13(e)-3(d)(3) promulgated
under the Securities Exchange Act of 1934 to report the consummation on
September 29, 1998 of the merger of the Merger Subsidiary with and into the
Issuer pursuant to the Merger, with the Issuer remaining as the surviving
corporation (the "Surviving Corporation"). Each share of the Issuer's common
stock, $0.07 par value per share (the "Issuer Common Stock"), outstanding
immediately prior to the consummation of the Merger (other than shares of
Issuer Common Stock owned by Universal) was converted into the right to
receive $0.30 in cash, without interest. Universal owns 3,419,239 shares of
Issuer Common Stock, representing approximately 55% of the outstanding shares
of Issuer Common Stock. As a result of the consummation of the Merger, the
Purchaser and Universal own 100% of the capital stock of the Surviving
Corporation.
On September 17, 1998, the Purchaser announced the expiration of its
offer to acquire all outstanding shares of Universal's common stock, $0.05
par value per share (the "Universal Common Stock"), not owned by the
Purchaser for shares of the Purchaser's common stock, at an exchange ratio of
one share of the Purchaser's common stock for every 16 shares of Universal
Common Stock and the associated common share purchase rights (the "Exchange
Offer"). A total of 4,429,809 shares of Universal Common Stock were tendered
and not validly withdrawn in the Exchange Offer. Such shares, combined with
the Purchaser's approximate 48% ownership of Universal Common Stock prior to
the commencement of the Exchange Offer, represent more than 95% of the issued
and outstanding Universal Common Stock.
The following cross-reference sheet is being supplied pursuant to
General Instruction F to Schedule 13E-3 and shows the location of the
information required by Schedule 13E-3 in the definitive Proxy Statement of
the Issuer (the "Proxy Statement") that the Issuer filed with the Commission
on August 31, 1998. The information set forth in the Proxy Statement,
including all annexes, schedules and exhibits thereto, is hereby expressly
incorporated by reference as set forth in the following cross-reference sheet
and in the responses to each item of this Schedule 13E-3, and such responses
are qualified in their entirety by the provisions of the Proxy Statement.
The cross-reference sheet indicates the caption in the Proxy Statement under
which the responses are incorporated herein by reference. If any such item
is inapplicable or the answer thereto is in the negative and is omitted from
the Proxy Statement, it is so indicated in the cross-reference sheet.
2
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CROSS REFERENCE SHEET
Pursuant to General Instruction F to Schedule 13E-3
<TABLE>
<CAPTION>
SCHEDULE 13E-3 ITEM ALL REFERENCES ARE TO PORTIONS OF THE
NUMBER AND CAPTION PROXY STATEMENT WHICH ARE INCORPORATED HEREIN BY REFERENCE
- -------------------------------------------------- ---------------------------------------------------------------
<S> <C>
1. Issuer and Class of Security Subject to the
Transaction.
(a). . . . . . . . . . . . . . . . . . . . "SUMMARY--Parties to the Merger Agreement; Universal."
(b). . . . . . . . . . . . . . . . . . . . "SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT."
(c). . . . . . . . . . . . . . . . . . . . "PRICE RANGE OF COMMON STOCK."
(d). . . . . . . . . . . . . . . . . . . . "PRICE RANGE OF COMMON STOCK."
(e). . . . . . . . . . . . . . . . . . . . Not applicable.
(f). . . . . . . . . . . . . . . . . . . . "SUMMARY--Background of the Merger; Current
Relationships and Transactions"; "SPECIAL
FACTORS--Background of the Merger" and
"--Recommendation of the Board of Directors;
Fairness of the Merger."
2. Identity and Background.
(a) - (d) and (g). . . . . . . . . . . . . "SUMMARY--Parties to the Merger Agreement; Universal";
"SPECIAL FACTORS--Current Relationships and
Transactions"; "DIRECTORS AND EXECUTIVE
OFFICERS OF THE COMPANY"; "DIRECTORS AND
EXECUTIVE OFFICERS OF THE PURCHASER AND THE
MERGER SUBSIDIARY"; "DIRECTORS AND EXECUTIVE
OFFICERS OF UNIVERSAL."
(e) - (f). . . . . . . . . . . . . . . . . Not applicable.
3. Past Contacts, Transactions or
Negotiations.
(a). . . . . . . . . . . . . . . . . . . . "SUMMARY--Conflicts of Interest"; "SPECIAL FACTORS--Background
of the Merger" and "--Current Relationships and Transactions";
"SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT."
(b). . . . . . . . . . . . . . . . . . . . "SPECIAL FACTORS--Background of the Merger"
and "--Current Relationships and Transactions";
"SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT."
- --------------------------------------------------------------------------------------------------------
</TABLE>
3
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<TABLE>
<CAPTION>
SCHEDULE 13E-3 ITEM ALL REFERENCES ARE TO PORTIONS OF THE
NUMBER AND CAPTION PROXY STATEMENT WHICH ARE INCORPORATED HEREIN BY REFERENCE
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<S> <C>
4. Terms of the Transaction.
(a). . . . . . . . . . . . . . . . . . . . "SUMMARY"; "SPECIAL FACTORS--Purpose and
Structure of the Merger," "--Certain Effects of the
Merger; Plans for the Company After the Merger," "--
Current Relationships and Transactions" and "--
Federal Income Tax Consequences of the Merger";
"THE MERGER AGREEMENT"; "ANNEX A."
(b). . . . . . . . . . . . . . . . . . . . "SUMMARY--Conflicts of Interest"; "SPECIAL FACTORS--Background
of the Merger," "--Certain Effects of the Merger; Plans for the
Company After the Merger," "--Current Relationships
and Transactions"; "THE MERGER AGREEMENT";
"ANNEX A."
5. Plans or Proposals of the Issuer or
Affiliate.
(a) - (b). . . . . . . . . . . . . . . . . "SPECIAL FACTORS--Certain Effects of the Merger;
Plans for the Company After the Merger."
(c). . . . . . . . . . . . . . . . . . . . "SPECIAL FACTORS--Certain Effects of the Merger;
Plans for the Company After the Merger," "--Current
Relationships and Transactions."
(d) - (g). . . . . . . . . . . . . . . . . "SPECIAL FACTORS--Purpose and Structure of the
Merger"; "--Certain Effects of the Merger; Plans for
the Company After the Merger"; "PRICE RANGE OF
COMMON STOCK."
6. Source and Amounts of Funds or
Other Consideration.
(a). . . . . . . . . . . . . . . . . . . . "SPECIAL FACTORS--Financing for the Merger."
(b). . . . . . . . . . . . . . . . . . . . "EXPENSES."
(c). . . . . . . . . . . . . . . . . . . . "SPECIAL FACTORS--Financing for the Merger."
(d). . . . . . . . . . . . . . . . . . . . Not applicable.
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</TABLE>
4
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<TABLE>
<CAPTION>
SCHEDULE 13E-3 ITEM ALL REFERENCES ARE TO PORTIONS OF THE
NUMBER AND CAPTION PROXY STATEMENT WHICH ARE INCORPORATED HEREIN BY REFERENCE
- -------------------------------------------------- ---------------------------------------------------
<S> <C>
7. Purpose(s), Alternatives, Reasons
and Effects.
(a) - (c). . . . . . . . . . . . . . . . . "SPECIAL FACTORS--Background of the Merger,"
"--Purpose and Structure of the Merger" and "--
Certain Effects of the Merger; Plans for the Company
After the Merger."
(d). . . . . . . . . . . . . . . . . . . . "SPECIAL FACTORS--Purpose and Structure of the
Merger," "--Certain Effects of the Merger; Plans for
the Company After the Merger," "--Current
Relationships and Transactions," "--Accounting
Treatment of the Merger," "--Federal Income
Tax Consequences of the Merger" and "--Appraisal
Rights"; "THE MERGER AGREEMENT"; "ANNEX B."
8. Fairness of the Transaction.
(a) - (b). . . . . . . . . . . . . . . . . "SPECIAL FACTORS--Background of the Merger"
and "--Recommendation of the Board of Directors;
Fairness of the Merger."
(c). . . . . . . . . . . . . . . . . . . . "SUMMARY--Vote Required; Record Date"; "THE
SPECIAL MEETING--Record Date and Voting."
(d). . . . . . . . . . . . . . . . . . . . "SPECIAL FACTORS--Recommendation of the Board
of Directors; Fairness of the Merger."
(e). . . . . . . . . . . . . . . . . . . . "SPECIAL FACTORS--Background of the Merger"
and "--Recommendation of the Board of Directors;
Fairness of the Merger."
(f). . . . . . . . . . . . . . . . . . . . Not applicable.
9. Reports, Opinions, Appraisals and Certain
Negotiations.
(a). . . . . . . . . . . . . . . . . . . . "SUMMARY--Recommendation of the Board of
Directors"; "SPECIAL FACTORS--Recommendation
of the Board of Directors; Fairness of the Merger."
(b) - (c). . . . . . . . . . . . . . . . . Not applicable.
- --------------------------------------------------------------------------------------------------------
</TABLE>
5
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<TABLE>
<CAPTION>
SCHEDULE 13E-3 ITEM ALL REFERENCES ARE TO PORTIONS OF THE
NUMBER AND CAPTION PROXY STATEMENT WHICH ARE INCORPORATED HEREIN BY REFERENCE
- -------------------------------------------------- ---------------------------------------------------
<S> <C>
10. Interest in Securities of the Issuer.
(a). . . . . . . . . . . . . . . . . . . . "SUMMARY--Conflicts of Interest" and "--Background
of the Merger; Current Relationships and Transactions";
"THE SPECIAL MEETING--Record Date and Voting"; "SPECIAL
FACTORS--Current Relationships and Transactions";
"SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT."
(b). . . . . . . . . . . . . . . . . . . . Not applicable.
11. Contracts, Arrangements or . . . . . . . . "SUMMARY--Vote Required; Record Date"; "THE
Understandings with Respect to the . . . . SPECIAL MEETING--Record Date and Voting";
Issuer's Securities. . . . . . . . . . . . "THE MERGER AGREEMENT"; "ANNEX A."
12. Present Intention and Recommendation of
Certain Persons with Regard to the
Transaction.
(a) - (b). . . . . . . . . . . . . . . . . "SUMMARY--Vote Required; Record Date" and
"--Recommendation of the Board of Directors"; "THE
SPECIAL MEETING--Record Date and Voting";
"SPECIAL FACTORS--Recommendation of the Board
of Directors; Fairness of the Merger" and "--Current
Relationships and Transactions."
13. Other Provisions of the Transaction.
(a). . . . . . . . . . . . . . . . . . . . "SUMMARY--Appraisal Rights"; "SPECIAL
FACTORS--Appraisal Rights"; "ANNEX B."
(b). . . . . . . . . . . . . . . . . . . . Not applicable.
(c). . . . . . . . . . . . . . . . . . . . Not applicable.
14. Financial Information.
(a). . . . . . . . . . . . . . . . . . . . "SELECTED HISTORICAL FINANCIAL DATA";
"AVAILABLE INFORMATION."
(b). . . . . . . . . . . . . . . . . . . . Not applicable.
- --------------------------------------------------------------------------------------------------------
</TABLE>
6
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<TABLE>
<CAPTION>
SCHEDULE 13E-3 ITEM ALL REFERENCES ARE TO PORTIONS OF THE
NUMBER AND CAPTION PROXY STATEMENT WHICH ARE INCORPORATED HEREIN BY REFERENCE
- -------------------------------------------------- ---------------------------------------------------
<S> <C>
15. Persons and Assets Employed, Retained or
Utilized.
(a). . . . . . . . . . . . . . . . . . . . "SUMMARY--Background of the Merger; Current
Relationships and Transactions"; "SPECIAL
FACTORS--Background of the Merger," "--Current
Relationships and Transactions," "--Certain Effects of
the Merger; Plans for the Company After the Merger";
"THE MERGER AGREEMENT--Agreements of the
Purchaser, the Merger Subsidiary and the Company";
"EXPENSES."
(b). . . . . . . . . . . . . . . . . . . . "THE SPECIAL MEETING--Voting, Revocation and
Solicitation of Proxies."
16. Additional Information . . . . . . . . . . The information set forth in the preliminary Proxy
Statement and all Annexes thereto is incorporated
herein by reference in its entirety.
17. Material to be Filed as Exhibits . . . . . Separately included herewith.
</TABLE>
7
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION.
(a) The information concerning the Issuer and its principal executive
offices set forth in the section entitled "SUMMARY--Parties to the Merger
Agreement; Universal" is incorporated herein by reference.
(b) The information set forth in the section entitled "SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" is incorporated herein by
reference.
(c) The information set forth in the section entitled "PRICE RANGE OF
COMMON STOCK" is incorporated herein by reference.
(d) The information set forth in the section entitled "PRICE RANGE OF
COMMON STOCK" is incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in the sections entitled "SUMMARY--
Background of the Merger; Current Relationships and Transactions"; "SPECIAL
FACTORS--Background of the Merger" and "--Recommendation of the Board of
Directors; Fairness of the Merger" is incorporated herein by reference.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (d) and (g) The persons filing this Statement are the Issuer
(the issuer of the class of equity securities that is the subject of the Rule
13e-3 transaction), the Purchaser, the Merger Subsidiary and Universal. The
information set forth in the sections entitled "SUMMARY--Parties to the
Merger Agreement; Universal"; "SPECIAL FACTORS--Current Relationships and
Transactions"; "DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY"; "DIRECTORS
AND EXECUTIVE OFFICERS OF THE PURCHASER AND THE MERGER SUBSIDIARY" and
"DIRECTORS AND EXECUTIVE OFFICERS OF UNIVERSAL" is incorporated herein by
reference.
(e) and (f) During the last five years, none of the Issuer, the
Purchaser, the Merger Subsidiary or Universal, or, to the best of their
knowledge, any of their respective executive officers or directors, (i) has
been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) was a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final order
enjoining further violations of, or prohibiting activities subject to,
federal or state securities laws or finding any violation of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
(a) The information set forth in the sections entitled
"SUMMARY--Conflicts of Interest"; "SPECIAL FACTORS--Background of the
Merger," "--Current Relationships and Transactions" and "SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" is incorporated herein by
reference.
(b) The information set forth in the sections entitled "SPECIAL
FACTORS--Background of the Merger," "--Current Relationships and
Transactions" and "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT" is incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION.
(a) The information set forth in the sections entitled "SUMMARY";
"SPECIAL FACTORS--Purpose and Structure of the Merger," "--Certain Effects of
the Merger; Plans for the Company After the Merger," "--Current Relationships
and Transactions" and "--Federal Income Tax Consequences of the Merger";
"THE MERGER AGREEMENT"; and "ANNEX A" is incorporated herein by reference.
(b) The information set forth in the sections entitled
"SUMMARY--Conflicts of Interest"; "SPECIAL FACTORS--Background of the
Merger," "--Certain Effects of the Merger; Plans for the Company After the
Merger" and "--Current Relationships and Transactions"; "THE MERGER
AGREEMENT"; and "ANNEX A" is incorporated herein by reference.
8
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ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
(a) - (b) The information set forth in the section entitled "SPECIAL
FACTORS--Certain Effects of the Merger; Plans for the Company After the Merger"
is incorporated herein by reference.
(c) The information set forth in the section entitled "SPECIAL
FACTORS--Certain Effects of the Merger; Plans for the Company After the Merger"
and "--Current Relationships and Transactions" is incorporated herein by
reference.
(d) - (g) The information set forth in the sections entitled "SPECIAL
FACTORS--Purpose and Structure of the Merger," "--Certain Effects of the Merger;
Plans for the Company After the Merger" and "PRICE RANGE OF COMMON STOCK" is
incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION.
(a) The information set forth in the section entitled "SPECIAL
FACTORS--Financing for the Merger" is incorporated herein by reference.
(b) The information set forth in the section entitled "EXPENSES" is
incorporated herein by reference.
(c) The information set forth in the section entitled "SPECIAL
FACTORS--Financing for the Merger" is incorporated herein by reference.
(d) Not applicable.
ITEM 7. PURPOSE(s), ALTERNATIVES, REASONS AND EFFECTS.
(a) - (c) The information set forth in the sections entitled "SPECIAL
FACTORS--Background of the Merger," "--Purpose and Structure of the Merger" and
"--Certain Effects of the Merger; Plans for the Company After the Merger" is
incorporated herein by reference.
(d) The information set forth in the sections entitled "SPECIAL
FACTORS--Purpose and Structure of the Merger," "--Certain Effects of the Merger;
Plans for the Company After the Merger," "--Current Relationships and
Transactions," "--Accounting Treatment of the Merger," "--Federal Income
Tax Consequences of the Merger" and "--Appraisal Rights"; "THE MERGER
AGREEMENT"; and "ANNEX B" is incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION.
(a) - (b) The information set forth in the sections entitled "SPECIAL
FACTORS--Background of the Merger" and "--Recommendation of the Board of
Directors; Fairness of the Merger" is incorporated herein by reference.
(c) The information set forth in the sections entitled "SUMMARY--Vote
Required; Record Date" and "THE SPECIAL MEETING--Record Date and Voting" is
incorporated herein by reference.
(d) The information set forth in the section entitled "SPECIAL
FACTORS--Recommendation of the Board of Directors; Fairness of the Merger" is
incorporated herein by reference.
(e) The information set forth in the sections entitled "SPECIAL
FACTORS--Background of the Merger;" and "--Recommendation of the Board of
Directors; Fairness of the Merger" is incorporated herein by reference.
(f) Not applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS.
9
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(a) The information set forth in the sections entitled
"SUMMARY--Recommendation of the Board of Directors" and "SPECIAL
FACTORS--Recommendation of the Board of Directors; Fairness of the Merger" is
incorporated herein by reference.
(b) - (c) Not applicable.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
(a) The information set forth in the sections entitled
"SUMMARY--Conflicts of Interest" and "--Background of the Merger; Current
Relationships and Transactions"; "THE SPECIAL MEETING--Record Date and
Voting"; "SPECIAL FACTORS--Current Relationships and Transactions" and
"SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" is
incorporated herein by reference.
(b) Not applicable.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH RESPECT TO THE
ISSUER'S SECURITIES.
The information set forth in the sections entitled "SUMMARY--Vote
Required; Record Date"; "THE SPECIAL MEETING--Record Date and Voting"; "THE
MERGER AGREEMENT" and "ANNEX A" is incorporated herein by reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN PERSONS WITH
REGARD TO THE TRANSACTION.
(a) - (b) The information set forth in the sections entitled
"SUMMARY--Vote Required; Record Date" and "--Recommendation of the Board of
Directors"; "THE SPECIAL MEETING--Record Date and Voting"; "SPECIAL
FACTORS--Recommendation of the Board of Directors; Fairness of the Merger" and
"--Current Relationships and Transactions" is incorporated herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION.
(a) The information set forth in the sections entitled
"SUMMARY--Appraisal Rights"; "SPECIAL FACTORS--Appraisal Rights" and "ANNEX B"
is incorporated herein by reference.
(b) Not applicable.
(c) Not applicable.
ITEM 14. FINANCIAL INFORMATION.
(a) The information set forth in the sections entitled "SELECTED
HISTORICAL FINANCIAL DATA" and "AVAILABLE INFORMATION" is incorporated herein
by reference.
(b) Not applicable.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED.
(a) The information set forth in the sections entitled
"SUMMARY--Background of the Merger; Current Relationships and Transactions";
"SPECIAL FACTORS--Background of the Merger," "--Certain Effects of the Merger;
Plans for the Company After the Merger" and "--Current Relationships and
Transactions"; "THE MERGER AGREEMENT--Agreements of the Purchaser, the Merger
Subsidiary and the Company" and "EXPENSES" is incorporated herein by reference.
(b) The information set forth in the section entitled "THE SPECIAL
MEETING--Voting, Revocation and Solicitation of Proxies" is incorporated herein
by reference.
10
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ITEM 16. ADDITIONAL INFORMATION.
The information set forth in the Proxy Statement and all Annexes
thereto is incorporated herein by reference in its entirety.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c)(1) Agreement and Plan of Reorganization, dated as of March 24, 1998,
among Odd's-N-End's, Inc., 99CENTS Only Stores and Odd's-N-End's
Acquisition Corp. (incorporated by reference to Annex A to the
Proxy Statement filed on August 31, 1998).
(c)(2) Agreement, dated as of July 24, 1998, between Universal
International, Inc. and Odd's-N-End's, Inc. (filed with
Amendment No. 1 to the Schedule 13E-3 on August 5, 1998).
(d) Amendment No. 3 to Proxy Statement on Schedule 14A of
Odd's-N-End's, Inc. and related Notice of Special Meeting and Proxy
filed on August 31, 1998.
(e) Section 262 to the Delaware General Corporation law (incorporated
by reference to Annex B of the Proxy Statement filed on
August 31, 1998).
(f) Not applicable.
11
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SIGNATURES
After due inquiry and to the best of its knowledge and belief, each of
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
ODD'S-N-END'S, INC.
By /s/ Richard Ennen
--------------------------------------
Name: Richard Ennen
Title: President
Dated: September 30, 1998
99CENTS ONLY STORES
By /s/ David Gold
--------------------------------------
Name: David Gold
Title: President and Chief
Executive Officer
Dated: September 30, 1998
ODD'S-N-END'S ACQUISITION CORP.
By /s/ David Gold
--------------------------------------
Name: David Gold
Title: President
Dated: September 30, 1998
UNIVERSAL INTERNATIONAL, INC.
By /s/ Richard Ennen
--------------------------------------
Name: Richard Ennen
Title: President
Dated: September 30, 1998
12
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INDEX TO EXHIBITS
EXHIBIT NUMBER EXHIBIT DESCRIPTION
(a) Not applicable.
(b) Not applicable.
(c)(1) Agreement and Plan of Reorganization, dated as of March
24, 1998, among Odd's-N-End's, Inc., 99CENTS Only
Stores and Odd's-N-End's Acquisition Corp.
(incorporated by reference to Annex A to the
Proxy Statement filed on August 31, 1998).
(c)(2) Agreement, dated as of July 24, 1998, between Universal
International, Inc. and Odd's-N-End's, Inc. (filed
with Amendment No.1 to the Schedule 13E-3 on August 5,
1998).
(d) Amendment No. 3 to Proxy Statement on Schedule 14A of
Odd's-N-End's, Inc. and related Notice of Special
Meeting and Proxy, filed on August 31, 1998.
(e) Section 262 to the Delaware General Corporation law
(incorporated by reference to Annex B of the
Proxy Statement).
(f) Not applicable.
13
