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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
December 17, 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 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
In November 1997, Universal International, Inc. (the "Registrant") sold
4.5 million shares of common stock to 99CENTS Only Stores (the "Investor").
This sale represented approximately 48% of the outstanding shares of the
Registrant. Because of this investment by the Investor in the Registrant,
management believed that it would be efficient and prudent to use the same
independent auditors as used by the Investor.
Accordingly, on December 17, 1997, the Registrant determined that the
Registrant's former independent accountants, Coopers & Lybrand L.L.P., would
not be retained to handle the audit for the Registrant for the year ending
December 31, 1997.
Other than the inclusion of an explanatory paragraph with respect to
substantial doubt about the Registrant's ability to continue as a going
concern to the Registrant's consolidated financial statements as of and for
the years ended December 31, 1996 and 1995, the reports of Coopers & Lybrand
L.L.P., on the Registrant's financial statements for the past two fiscal
years contained no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
The Registrant's Chief Executive Officer participated in the discussions
pertaining to and approved the decision to terminate the relationship with
Coopers & Lybrand L.L.P. as the Registrant's independent public accountants.
In connection with its audits as of and for the years ended December 31,
1996 and 1995, there have been no disagreements between the Registrant and
Coopers & Lybrand L.L.P., on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure,
which disagreements if not resolved to the satisfaction of Coopers & Lybrand
L.L.P., would have caused it to make reference thereto in its report on the
financial statements for the Registrant for such years.
The Registrant has provided its former independent accountants with a
copy of this Form 8-K and has requested them to furnish the Registrant with a
letter, addressed to the Commission, regarding their position with respect to
the matter discussed herein.
The Registrant will engage the services of Arthur Andersen LLP in
connection with its next audit for the year ending December 31, 1997.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Filed herewith are the following exhibits:
Exhibit 16 Letter re: Change in Certifying Accountant dated December 22,
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: December 23, 1997 By /s/ Mark H. Ravich
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Mark H. Ravich
Its President
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