<PAGE>
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
April 1, 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)
<PAGE>
ITEM 5. OTHER EVENTS
The Company issued a press release relating to the acquisition of Perry
Brothers, Inc., a chain of approximately 90 retail stores located primarily
in Texas. The acquisition is contingent upon the Company receiving debt and
equity financing and completing further due diligence. 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 April 1, 1997
********
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: April 1, 1997 By /s/ James A. Patineau
-------------------------------------------
James A. Patineau
Its Chief Financial Officer
-2-
<PAGE>
[Letterhead]
NEWS RELEASE
- ------------
CONTACT: Mark Ravich or Steve Buxbaum
(612) 533-1169
FOR IMMEDIATE RELEASE
Universal International, Inc. Announces Agreement to Purchase Perry Brothers,
Inc. Stores
(Minneapolis, MN) April 1, 1997 - Universal International, Inc. ("Universal")
announced today that it has entered into an agreement to purchase the leases
and inventory for approximately 90 retail locations and the warehouse of
Perry Brothers, Inc. ("Perry") of Lufkin, Texas. All but two of the stores
and the warehouse are located within the state of Texas. The purchase is
anticipated to close within 120 days and is contingent upon further due
diligence and Universal obtaining both equity and debt financing to complete
the transaction.
The purchase price of the transaction requires Universal to assume or retire
most of Perry's liabilities, pay Perry $700,000 over seven years and issue to
Perry 450,000 shares of Universal's common stock.
Perry Brothers was founded in 1914 as a "5 and 10 cent variety store"
concept. At the peak, Perry operated 165 stores. In recent years many of the
original variety store chains have failed as the basic concept has come under
intense competition from large mass merchants. Universal intends to convert
the Perry stores from variety stores into closeout stores similar to
Universal's Only Deals chain. Universal believes Perry's real estate
locations are well located for its closeout concept and have an attractive
rental structure. In addition, Universal believes that Perry has built up
significant goodwill over the years that can be leveraged with the new
concept.
If the transaction can be financed and completed, Universal believes that it
will finally have the critical mass to operate its closeout chains on a
profitable basis. Over the past few years Universal has invested heavily in
order to develop its concept, systems and current base of stores. With new
management also now in place, Universal expects that it can convert Perry
into a successful closeout chain. Universal believes that the key to
completing the transaction will be to find an equity investor willing to
purchase a significant equity position in Universal. Currently the Company is
in the process of contacting prospects and interviewing investment bankers to
assist with the process.
<PAGE>
For additional information please contact either Mr. Mark Ravich or Mr.
Steven Buxbaum at 612-533-1169.
Universal International, Inc. buys and sells quality "close-out" merchandise
in both its wholesale business and its Only Deals and Odd's-N-End's retail
store chains. 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.