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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K/A
/X/ AMENDMENT NO. 1 TO ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 0-19908
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ODD'S-N-END'S, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 16-1205515
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification
No.)
5000 WINNETKA AVENUE NORTH, 55428
NEW HOPE, MINNESOTA (Zip Code)
(Address of principal executive
offices)
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(612) 533-1169
Registrant's telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to section 12(g) of the Act:
TITLE OF EACH CLASS
COMMON STOCK, $0.07 PAR VALUE PER SHARE
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subjected to
such filing requirements for the past 90 days. /X/ Yes / / No
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to distribution of securities under a plan
confirmed by the Court. /X/ Yes / / No
As of March 17, 1998, 4,724,048 shares of Common Stock were outstanding of
which 2,810,809 shares were held by non-affiliates and the aggregate market
value of the shares (based upon the $.32 average bid and ask price on that date
on the OTC Bulletin Board) held by non-affiliates was approximately $899,000.
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Odd's-N-End's, Inc. (the "Company") hereby amends its Annual Report on Form
10-K for the fiscal year ended December 31, 1997 previously filed with the
Securities and Exchange Commission (the "Commission") on March 31, 1998, to
include the information required by Part III of Form 10-K contained in this
Amendment No. 1. This Amendment No. 1 does not include any revisions to the text
of such Annual Report.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") requires the Company's executive officers, directors and persons
who own more than 10% of a class of the Company's equity securities registered
pursuant to Section 12 of the Exchange Act to file reports of ownership and
changes in ownership with the Commission. Executive officers, directors and
greater than 10% stockholders are required by the Commission's regulations to
furnish the Company with Section 16(a) forms they file. Based solely on its
review of such forms it has received, the Company believes that Messrs. Richard
Ennen, Robert Langer and Dennis Hill did not file Form 3s with respect to
becoming directors and officers of the Company and will file such Form 3s late.
ITEM 11. EXECUTIVE COMPENSATION
None of the Company's executive officers or directors during the year ended
December 31, 1997 received compensation or benefits of any kind or nature
required to be disclosed under Item 11 of Form 10-K. Since 1995, Universal
International, Inc. ("Universal"), which owns approximately 41% of the Company's
outstanding common stock, has provided certain accounting, operational and
administrative services to the Company. See "Certain Relationships and Related
Transactions."
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PERFORMANCE GRAPH
The following graph compares the cumulative total stockholder return of the
Company's common stock, par value $0.07 per share (the "Common Stock") with the
cumulative total return of the Nasdaq Stock Market Index and the Nasdaq Retail
Index. The performance graph assumes that $100 was invested on January 31, 1993
in each of the Company's Common Stock, the Nasdaq Stock Market Index and the
Nasdaq Retail Index. The stock price performance shown in this graph is neither
necessarily indicative of nor intended to suggest future stock price
performance.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
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ODD'S-N-END'S, INC. NASDAQ STOCK MARKET INDEX NASDAQ RETAIL INDEX
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1/31/93 $100.00 $100.00 $100.00
1/31/94 22.66 115.00 107.28
12/31/94 9.38 109.10 98.01
12/31/95 7.03 154.29 107.97
12/31/96 0.76 189.79 128.77
12/31/97 1.50 233.00 151.70
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth, to the knowledge of the Company, based upon
information provided by the stockholders set forth below or publicly available
filings, information regarding the ownership of the Common Stock at April 28,
1998 by (a) all persons known to the Company to be the beneficial owners of more
than 5% of the Common Stock outstanding, (b) each director and executive officer
of the Company, and (c) all directors and executive officers of the Company as a
group. Except as noted below, each such owner has sole voting and investment
power for the shares indicated as beneficially owned by such owner.
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The address of each person listed is in care of the Company unless otherwise set
forth below such person's name.
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AMOUNT AND NATURE OF PERCENTAGE OF
NAME OF BENEFICIAL OWNER BENEFICIAL OWNERSHIP CLASS
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Universal International, Inc............................... 1,913,239 40.5%
5000 Winnetka Avenue North
New Hope, Minnesota 55428
Richard L. Ennen(1)........................................ 0 *
Robert R. Langer........................................... 0 *
Dennis A. Hill............................................. 0 *
Mark H. Ravich(1).......................................... 0 *
All directors and executive officers as a group............ 0 *
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* Represents less than 1% of the outstanding Common Stock.
(1) In January 1998, Mr. Ravich resigned as President of the Company and Mr.
Ennen was appointed President of the Company.
On March 24, 1998, the Company entered into an Agreement and Plan of
Reorganization (the "Merger Agreement") with 99 CENTS Only Stores, which owns
approximately 48% of the outstanding common stock of Universal. The Merger
Agreement provides that, upon the terms and subject to the conditions set forth
therein, the Company will merge with a wholly owned subsidiary of 99 CENTS Only
Stores, and each stockholder of the Company other than Universal will receive
$0.30 in cash for each share of the Company's Common Stock owned by such holder.
The Merger Agreement and the transactions contemplated thereby are described in
a preliminary Proxy Statement on Schedule 14A filed by the Company with the
Commission on April 28, 1998.
99 CENTS Only Stores also has made an offer to acquire all outstanding shares
of Universal common stock that it does not currently own in exchange for shares
of 99 CENTS Only Stores common stock, at an exchange ratio of one share of
99 CENTS Only Stores common stock for every 16 shares of Universal common stock.
Consummation of the Merger is conditioned upon, among other things, the
consummation of the exchange offer and 99 CENTS Only Stores' ownership upon such
consummation of at least 80% of the outstanding Universal common stock.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Universal owns approximately 41% of the Company's outstanding Common Stock,
which Universal acquired through a cash investment of $953,000 in connection
with the confirmation of the Company's plan of bankruptcy reorganization in
December 1994. The Company relies on Universal to a significant degree for,
among other things, the Company's financing needs, supplies of merchandise and
management expertise.
In February 1995, the Company entered into a demand discretionary revolving
credit facility with Universal which, as amended, provides for borrowings with
interest payable at prime plus 2.5% (11.0% at December 31, 1997 and 10.75% at
December 31, 1996). Borrowings are collateralized by substantially all of the
Company's assets. There were borrowings outstanding under the Universal facility
of $10.5 million at March 31, 1998.
The Company purchases substantially all of its merchandise from Universal
under the terms of a supply agreement. The supply agreement permits Universal to
achieve a gross margin of approximately
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15.25% on the merchandise sold to the Company. As a result of this arrangement,
the Company is highly dependent upon Universal's ability to obtain merchandise.
Each director and executive officer of the Company is an officer of
Universal or Only Deals, Inc., Universal's wholly owned subsidiary.
Additionally, Universal provides accounting, operating and administrative
functions for the Company.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
3. EXHIBITS. See Exhibit Index included as part of this report, which is
incorporated herein by reference.
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SIGNATURES
Pursuant to the requirements of Section 13 of the Securities Exchange Act of
1934, Odd's-N-End's, Inc. has duly caused this Amendment No. 1 to Annual Report
to be signed on its behalf by the undersigned thereunto duly authorized.
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ODD'S-N-END'S, INC.
By: /s/ DENNIS A. HILL
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Dennis A. Hill
Date: April 28, 1998 CHIEF FINANCIAL OFFICER
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Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment No. 1 to Annual Report has been signed below by the following persons
on behalf of Odd's-N-End's, Inc. and in the capacities and on the dates
indicated.
SIGNATURE TITLE DATE
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/s/ RICHARD L. ENNEN
- ------------------------------ President and Director April 28, 1998
Richard L. Ennen
/s/ DENNIS A. HILL Chief Financial Officer
- ------------------------------ (principal financial and April 28, 1998
Dennis A. Hill accounting officer)
/s/ ROBERT R. LANGER
- ------------------------------ Chief Operating Officer April 28, 1998
Robert R. Langer and Director
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ODD'S-N-END'S, INC.
(THE "REGISTRANT")
EXHIBIT INDEX TO 1997 ANNUAL REPORT ON FORM 10-K
All exhibits have already been filed with the Commission and are
incorporated herein by reference.
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EXHIBIT
NO. DESCRIPTION
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2.1 Debtor's Second Amended Plan of Reorganization
2.2 Agreement and Plan of Reorganization dated as of March 24, 1998 among
Odd's-N-End's, Inc., 99 CENTS Only Stores and Odd's-N-End's Acquisition
Corp. (incorporated by reference to 99 CENTS Only Stores' Registration
Statement on Form S-4 as filed with the Securities and Exchange
Commission on April 20, 1998)
3.1 Certificate of Incorporation of Registrant
3.2 Certificate of Amendment of Certificate of Incorporation of Registrant
3.2A Certificate of Amendment of Certificate of Incorporation of Registrant
filed on 12/28/94
3.3 Certificate of Ownership and Merger merging Odd's-N-End's, Inc. (New York)
into Odd's-N-End's, Inc. (Delaware)
3.4 By-Laws of Registrant
4.1 Specimen Common Stock Certificate ($0.07 par value)
10.9 Stipulation and Forbearance Agreement dated as of April 29, 1994 between
the Company and the Chase Manhattan Bank, N.A.
10.10 Supplemental Agreement made as of April 29, 1994 and between the Company
and the Chase Manhattan Bank, N.A.
10.11 Order of Confirmation of Bankruptcy
10.12 Amendment to Supply Agreement
10.13 Loan Agreement with Chase Manhattan Bank N.A. dated December 28, 1994
10.14 Loan and Security Agreement with Universal International dated February
28, 1995
10.14.1 Alonge to Revolving Note with Universal International
10.14.2 Alonge dated July 30, 1996 to Revolving Note with Universal International
22.1 Subsidiaries of Registrant
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