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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
October 24, 1997
Date of Report (Date of earliest event reported)
UNIVERSAL INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
MINNESOTA 0-18823 41-0776502
(State or other (Commission File Number) (IRS Employer
jurisdiction of Identification No.)
incorporation)
5000 Winnetka Avenue North
New Hope, Minnesota 55428
(Address of principal executive offices)
(612) 533-1169
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
On October 24, 1997, the Company issued a press release relating to an
agreement in principle to sell 4.5 million shares of common stock to 99c Only
Stores for an aggregate consideration of $4 million. The purchase price will
consist of $2 million in cash and $2 million in merchandise. After issuance,
this sale will represent approximately 48% of the outstanding shares of common
stock of the Company.
The closing is expected to occur within the next 30 days and is subject
to completion of due diligence, board approval by both companies, the
negotiation of ancillary documents and other closing conditions.
A copy of the press release is attached as Exhibit 99.1.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Filed herewith are the following exhibits:
99.1 Press release dated October 24, 1997
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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 thereunto duly authorized.
UNIVERSAL INTERNATIONAL, INC.
(Registrant)
Dated: October 24, 1997 By /s/ Mark H. Ravich
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Mark H. Ravich
Its Chief Executive Officer
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FOR IMMEDIATE RELEASE
Universal International, Inc.
5000 Winnetka Avenue North
New Hope, MN 55428
Contact: Mark Ravich, CEO
(612) 533-1169
Fax: (612) 533-1158
UNIVERSAL INTERNATIONAL ANNOUNCES AGREEMENT TO SELL
AN EQUITY INTEREST TO 99c ONLY STORES
October 24, 1997, New Hope, Minnesota - Universal International, Inc. and
99c Only Stores announced today that they have agreed in principle, subject to
due diligence, to the sale of 4.5 million newly issued shares of Universal's
common stock to 99c Only Stores for $4 million in consideration. After
issuance, this sale will represent approximately 48% of the oustanding shares of
common stock of Universal.
The purchase price will consist of $2 million in cash and $2 million in
merchandise. Universal believes that this investment and relationship with 99c
Only Stores will provide Universal with access to additional retail expertise
and an extensive mix of consumable merchandise through the Bargain Wholesale
operation of 99c Only Stores.
Mark Ravich, Chief Executive Officer of Universal said, "We are very
excited about having 99c Only Stores become a significant shareholder and their
expertise. They are one of the premier deep-discount retailers in the country
today. With our combined abilities to source product and their consumable
product mix focus, we believe that our turnaround will be completed in the near
future and that Universal will have the ability to grow and become a significant
deep-discount retailer."
David Gold, President of 99c Only Stores said, "Our purchase of Universal's
stock will benefit both companies. Moreover, Universal's higher price points
and geographic diversity offer additional volume and margin improvement
opportunitits. Also, Universal's 40 years of experience in the discount
industry along with its seasoned buying organization will further strengthen our
relations with suppliers and our abiltiy to source close-out and reorderable
merchandise."
The closing is expected to occur within the next thirty days and is subject
to completion of due diligence, board approval, negotiating ancillary agreements
and other closing conditions.
99c Only Stores, the nation's oldest existing one-price retailer, operates
51 deep-discount stores, all in Southern California and a wholesale division
called Bargain Wholesale.
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Universal International, Inc. sells quality "close-out" merchandise through
its 49 Only Deals midwestern retail stores, 22 Odd's-N-End's upstate New York
retail stores and is in the process of opening 8 Only Deals stores in Texas.
Through its subsidiary, Universal Asset-Based Services, Inc., it also provides
inventory valuation and liquidation services. Universal International, Inc.'s
shares are traded on The NASDAQ Stock Market under the symbol UNIV.
