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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-1
AMENDMENT NO. 1
TENDER OFFER STATEMENT PURSUANT TO SECTION 14(d)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
AND
SCHEDULE 13D
(AMENDMENT NO. 3)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
UNIVERSAL INTERNATIONAL, INC.
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(Name of Subject Company)
99CENTS ONLY STORES
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(Bidder)
Common Stock, $0.05 par value per share
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(Title of Class of Securities)
913900403
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(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
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications on Behalf of Bidder)
with a copy to:
Linda Giunta Michaelson, Esq.
Troop Steuber Pasich Reddick & Tobey, LLP
2029 Century Park East, 24th Floor
Los Angeles, California 90067
(310) 728-3316
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CUSIP NO. 91390043 14D-1 PAGE 2 OF 2 PAGES
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
99CENTS Only Stores 95-2411605
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)/ /
(b)/ /
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3. SEC USE ONLY
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4. SOURCE OF FUNDS: WC, OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(e) or 2(f) / /
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6. CITIZENSHIP OR PLACE OF ORGANIZATION:
California
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7. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
8,929,809
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8. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (7) EXCLUDES
CERTAIN SHARES / /
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9. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (7):
95.1%
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10 TYPE OF REPORTING PERSON: CO
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99CENTS Only Stores, a California corporation ("Bidder" or "99CENTS Only
Stores"), hereby amends and supplements (this "Amendment") its Schedule 14D-1
Tender Offer Statement (the "Statement"), filed with the Securities and Exchange
Commission (the "Commission") on August 7, 1998, relating to the offer by
99CENTS Only Stores to acquire all outstanding shares of Common Stock, $0.05 par
value per share (the "Common Stock") of Universal International, Inc., a
Minnesota corporation ("Universal"). 99CENTS Only Stores offered to exchange
one share of 99CENTS Only Stores common stock, no par value per share (the
"99CENTS Only Stores Common Stock") for each sixteen shares of Universal Common
Stock upon the terms and subject to the conditions set forth in the Offer to
Exchange/Prospectus, dated August 6, 1998 (the "Prospectus"), and in the related
Letter of Transmittal (which, as amended from time to time, together constitute
the "Offer"). The item numbers and responses thereto below are in accordance
with the requirements of Schedule 14D-1. Unless otherwise indicated herein,
each capitalized term used but not defined herein shall have the meaning
ascribed to such term in the Statement or in the Prospectus.
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ITEM 10. ADDITIONAL INFORMATION.
Item 10(f) of the Statement is hereby amended and supplemented by the
following:
On September 17, 1998, 99CENTS Only Stores issued a press release, a
copy of which is attached hereto as Exhibit (a)(9) (the "Press Release").
The Offer expired at 5:00 p.m., New York City time, on September 16, 1998,
and the Offer has not been extended. A total of 4,429,809 shares of the
common stock, $.05 par value per share of Universal International, Inc.
(which includes 203,340 shares subject to guaranteed delivery) were tendered
and not validly withdrawn in the Offer.
ITEM 11. MATERIAL TO BE FILED AS EXHIBITS.
Item 11 of the Statement is hereby amended and supplemented by the
following:
(a) (9) Press Release of 99CENTS Only Stores dated September 17, 1998
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this Amendment is true, complete and correct.
Dated: September 17, 1998 99CENTS ONLY STORES, INC.
By: /s/ Andy Farina
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Its: Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT EXHIBIT NAME
(a) (9) Press Release of 99CENTS Only Stores dated September 17, 1998
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EXHIBIT (a) (9)
Contact: Eric Schiffer
Senior Vice President
213-980-8145
99CENTS ONLY STORES ANNOUNCES SUCCESSFUL COMPLETION OF EXCHANGE
OFFER FOR UNIVERSAL INTERNATIONAL, INC.
UNIVERSAL SHAREHOLDERS APPROVE AMENDMENT TO BYLAWS IN
CONNECTION WITH TRANSACTION
City of Commerce, CA - September 17, 1998 -- 99CENTS Only Stores (NYSE:NDN)
announced today that 4,429,809 shares of the Common Stock of Universal
International, Inc. ("Universal") (Nasdaq: UNIV) (which includes 203,340 shares
subject to guaranteed delivery), representing over 47% of the total issued
shares of Universal Common Stock, have been tendered and not validly withdrawn
pursuant to 99CENTS Only Stores' exchange offer to acquire all of the issued
shares of Universal at an exchange ratio of one share of 99CENTS Only Stores
Common Stock for each 16 shares of Universal Common Stock (the "Offer"). Prior
to commencement of the exchange offer, 99CENTS Only Stores owned 4,500,000
shares of Universal Common Stock, representing approximately 48% of the total
issued shares. As a result of the exchange offer, 99CENTS Only Stores will own
over 95% of the total issued shares of Universal Common Stock. All other
conditions to the Offer have now either been satisfied or waived. 99CENTS Only
Stores has declared the Offer for shares of Universal Common Stock unconditional
in all respects, and the Expiration Date of 5:00 p.m., New York City time, on
September 16, 1998 has not been extended.
At a special meeting of shareholders on September 15, 1998, Universal
shareholders approved an amendment to the Bylaws of Universal in connection with
the transaction.
David Gold, Chairman and Chief Executive Officer of 99CENTS Only Stores,
commented, "We are pleased by the number of shareholders of Universal who
tendered their common stock of Universal in the exchange offer. We welcome our
new shareholders. We believe the acquisition of Universal is an important step
in the continued growth of our Company." Richard Ennen, Chief Executive Officer
of Universal, commented, "We welcome the opportunity to be part of the future
growth of the combined companies."
99CENTS Only Stores, the nation's oldest existing one price retailer, is opening
its 58th retail store today in Huntington Beach, California, and plans to open
its 59th store in Highland Park, California on September 24, 1998 and its 60th
store in Baldwin Park, California on September 29, 1998.
Universal sells quality "close-out" merchandise through its 51 Only Deals retail
stores in Minnesota, the surrounding upper Midwest region and Texas and its 22
Odd's-N-End's retail stores in upstate New York.
This press release contains forward-looking statements, as referenced in the
Private Securities Litigation Reform Act of 1995 (the "Act"). Forward-looking
statements are inherently unreliable
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and actual results may differ. Factors which could cause actual results to
differ materially from these forward-looking statements include changes in the
competitive market place, general economic conditions, factors affecting the
retail industry in general, the timing of new store openings, the ability of the
Company to acquire inventory at favorable costs and other factors discussed in
the Company's filings with the Securities and Exchange Commission. The Company
undertakes no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
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