<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
SCHEDULE 14D-9
SOLICITATION/RECOMMENDATION STATEMENT
PURSUANT TO SECTION 14(D)(4)
OF THE SECURITIES EXCHANGE ACT OF 1934
UNIVERSAL INTERNATIONAL, INC.
(Name of Subject Company)
UNIVERSAL INTERNATIONAL, INC.
(Name of Person Filing Statement)
COMMON STOCK, PAR VALUE $0.05 PER SHARE
(Title of Class of Securities)
913900403
(CUSIP Number of Class of Securities)
------------------------
RICHARD L. ENNEN
CHIEF EXECUTIVE OFFICER AND PRESIDENT
UNIVERSAL INTERNATIONAL, INC.
5000 WINNETKA AVENUE NORTH
NEW HOPE, MINNESOTA 55428
(612-533-1169)
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications
on Behalf of the Subject Company)
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ITEM 1. SECURITY AND SUBJECT COMPANY
The name of the subject company is Universal International, Inc., a
corporation organized under the laws of the State of Minnesota ("Universal").
The address of Universal's principal executive offices is 5000 Winnetka Avenue
North, New Hope, Minnesota 55428. The class of equity securities to which this
statement relates is the shares of common stock, par value $0.05 per share, of
Universal (the "Universal Common Stock").
ITEM 2. TENDER OFFER OF THE BIDDER
The tender offer to which this Schedule 14D-9 relates is the offer by
99 CENTS Only Stores, a corporation organized under the laws of the State of
California ("99 CENTS Only Stores"), to exchange shares of its common stock, no
par value per share (the "99 CENTS Only Shares"), for all outstanding shares of
Universal Common Stock not already owned by 99 CENTS Only Stores at an exchange
ratio of one 99 CENTS Only Share for each sixteen shares of Universal Common
Stock (the "Exchange Consideration"), including the attached common share
purchase rights (each a "Right" and, collectively, the "Rights") issued pursuant
to the Rights Agreement, dated as of April 19, 1996 between Universal and
Norwest Bank Minnesota, National Association, as Rights Agent, as amended (the
"Rights Agreement"). The exchange offer (the "Exchange Offer") is being made
upon the terms and subject to the conditions set forth in the Proxy
Statement/Prospectus dated August 6, 1998 (the "Exchange Offer Prospectus"). The
address of the principal executive offices of 99 CENTS Only Stores is 4000 Union
Pacific Avenue, City of Commerce, California 90023.
99 CENTS Only Stores filed a Registration Statement on Form S-4 with the
Securities and Exchange Commission (the "Commission") on April 20, 1998, which
was amended by Amendments No. 1 and 2 thereto, registering the 99 CENTS Only
Shares to be exchanged in the Exchange Offer (the "Registration Statement").
99 CENTS Only Stores also filed a Schedule 14D-1 Tender Offer Statement pursuant
to Section 14(d)(1) of the Securities Exchange Act of 1934, as amended (the
"Schedule 14D-1") with the Commission concurrently with Universal's filing of
this statement with the Commission. According to the Registration Statement, and
as set forth in the Schedule 14D-1, 99 CENTS Only Stores is making the Exchange
Offer for the purpose of acquiring control of, and ultimately the entire common
equity interest in, Universal.
In November 1997, 99 CENTS Only Stores acquired, pursuant to a stock
purchase agreement with Universal, 4,500,000 newly issued shares of Universal
Common Stock, or approximately 48% of all outstanding shares of Universal Common
Stock. Universal owns approximately 54.8% of the outstanding common stock of
Odd's-N-End's, Inc., a Delaware corporation ("Odd's-N-End's"), which operates 22
retail stores in upstate New York. In February 1998, 99 CENTS Only Stores
announced its intention to acquire the balance of the Universal Common Stock it
did not already own. 99 CENTS Only Stores also announced its intention to
acquire the common stock of Odd's-N-End's not already owned by Universal in a
merger for an aggregate consideration of approximately $830,000 in cash (the
"Odd's-N-End's Merger"). Universal has a discretionary demand note receivable
due from Odd's-N-End's, under which $10.45 million was outstanding at August 4,
1998. For a description of the background of the Exchange Offer, see
"Summary--RELATIONSHIP BETWEEN 99 CENTS ONLY STORES AND UNIVERSAL; BACKGROUND OF
THE EXCHANGE OFFER," "Background of the Exchange Offer and Related Matters," and
"The Exchange Offer," in the Exchange Offer Prospectus.
On February 24, 1998, 99 CENTS Only Stores and each of Mark Ravich, Norman
Ravich and certain trusts for which Mark Ravich is the trustee (the "Principal
Stockholders") entered into separate stockholder support agreements (the
"Stockholder Support Agreements") in which each shareholder agreed to vote its
shares of Universal Common Stock (i) in favor of the Exchange Offer and (ii) in
favor of any other matter deemed necessary by 99 CENTS Only Stores to effectuate
the Exchange Offer or solicited in connection with the Exchange Offer, and
considered and voted upon by the shareholders of Universal. In addition, each
shareholder executing a Stockholder Support Agreement agreed to tender for
exchange all of its Universal Common Stock to 99 CENTS Only Stores pursuant to
the terms of the Exchange Offer. Together the Principal
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Stockholders owned, as of August 4, 1998, 994,092 shares of Universal Common
Stock or approximately 10% of all shares of Universal Common Stock outstanding.
The Stockholder Support Agreements are listed as Exhibits (c)(3)-(c)(8) of this
Schedule 14D-9. Norman Ravich, until November of 1997, served as Chairman of the
Board of Directors of Universal. Mark Ravich served as Chief Executive Officer
and a member of the Board of Directors of Universal until January of 1998. See
"Summary--STOCKHOLDER SUPPORT AGREEMENTS," "--SPECIAL MEETING OF UNIVERSAL
SHAREHOLDERS," "Agreements Relating to Exchange Offer-- STOCKHOLDER SUPPORT
AGREEMENTS," "Background of the Exchange Offer and Related Matters--CONFLICTS OF
INTEREST," and "The Universal Special Meeting--UNIVERSAL RECORD DATE, QUORUM AND
VOTE REQUIRED," in the Exchange Offer Prospectus for a complete discussion of
the Stockholder Support Agreements.
The Exchange Offer is subject to certain conditions. For a full description
of the conditions of the Exchange Offer, see "Summary--THE EXCHANGE OFFER" and
"The Exchange Offer--CONDITIONS OF THE EXCHANGE OFFER" in the Exchange Offer
Prospectus.
ITEM 3. IDENTITY AND BACKGROUND
(a) The name and business address of Universal, which is the subject company
and the person filing this Schedule 14D-9, are set forth in ITEM 1 above, which
information is incorporated herein by reference.
(b) A description of the contracts, agreements, arrangements or
understandings, or actual or potential conflicts of interest, between Universal
and its affiliates and either (1) Universal, Universal's executive officers,
directors or affiliates, or (2) 99 CENTS Only Stores or its executive officers,
directors or affiliates is set forth in "Summary--THE COOPERATION AGREEMENT,"
"--STOCKHOLDER SUPPORT AGREEMENTS," "--THE EXCHANGE OFFER," "--SPECIAL MEETING
OF UNIVERSAL SHAREHOLDERS," "Background of the Exchange Offer and Related
Matters--DISCUSSIONS REGARDING THE EXCHANGE OFFER," "--CONFLICTS OF INTEREST,"
"Agreements Relating to the Offer--THE COOPERATION AGREEMENT," "--STOCKHOLDER
SUPPORT AGREEMENTS," and "--CONSULTING AGREEMENTS AND OPTION AGREEMENTS WITH
CERTAIN SHAREHOLDERS," in the Exchange Offer Prospectus, and ITEMS 3, 6, AND 7
of the Schedule 14D-1 of 99 CENTS Only Stores, incorporated herein by reference.
Except as set forth below and in the material incorporated herein by reference,
to the knowledge of Universal, there are no material contracts, agreements,
arrangements or understandings, or actual or potential conflicts of interest,
between Universal and its affiliates and either (1) Universal or Universal's
executive officers, directors or affiliates or (2) 99 CENTS Only Stores or its
executive officers, directors or affiliates.
(1) 99 CENTS ONLY STORES' OWNERSHIP OF UNIVERSAL AND INTERLOCKING BOARDS OF
DIRECTORS.
As of August 4, 1998, 99 CENTS Only Stores owned 4,500,000 shares of
Universal Common Stock, or approximately 48% of the 9,393,328 outstanding shares
of Universal Common Stock.
Several of the current executive officers and directors of Universal are
also presently executive officers and/or directors of 99 CENTS Only Stores.
Pursuant to a stockholders agreement dated as of November 17, 1997, by and among
Universal, 99 CENTS Only Stores and Mark Ravich, the former Chief Executive
Officer and director of Universal (the "Universal/99 CENTS Only Stores
Shareholders Agreement"), so long as 99 CENTS Only Stores owns at least 20% of
the outstanding Universal Common Stock, Universal shall nominate and recommend
the election of designees of 99 CENTS Only Stores to Universal's Board of
Directors in such number that at all times 99 CENTS Only Stores' designees
constitute at least one member less than a majority of the Board of Directors of
Universal. Jeff Gold, Howard Gold and Andy Farina became directors of Universal
in November of 1997. Jeff Gold is currently, and has been since 1991, a director
of 99 CENTS Only Stores, and is currently its Senior Vice President of Real
Estate and Information Systems. Howard Gold is currently, and has been since
1991, a director of 99 CENTS Only Stores, and currently serves as its Senior
Vice President of Distribution. Howard Gold is the brother of Jeff Gold. Andy
Farina is currently the Chief Financial Officer of 99 CENTS Only Stores. In
addition, as set forth below, officers and directors of Universal have entered
into certain agreements in connection with the Exchange Offer. The
Universal/99 CENTS Only Stores Shareholders Agreement is incorporated by
reference herein.
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(2) STOCK OWNERSHIP AND STOCK OPTIONS OF UNIVERSAL BOARD OF
DIRECTORS. Certain of the current executive officers and directors of Universal
and certain former officers and directors of Universal own shares of Universal
Common Stock and/or 99 CENTS Only Shares. In addition, certain of the current
executive officers and directors of Universal and certain former officers and
directors of Universal have options to acquire shares of Universal Common Stock
("Universal Options") and in certain cases options to acquire 99 CENTS Only
Shares ("99 CENTS Only Options").
The table below sets forth certain information regarding the ownership of
Universal Options and the ownership of Universal Common Stock by those Universal
directors and executive officers and those former officers and directors of
Universal owning any such shares or holding any such options.
<TABLE>
<CAPTION>
UNIVERSAL OPTIONS
UNIVERSAL COMMON STOCK AS OF AUGUST 1,
NAME AS OF AUGUST 1, 1998 1998
- ------------------------------------------------ ----------------------- -------------------
<S> <C> <C>
Richard L. Ennen................................ 0 250,000(5)
Chief Executive Officer, President and
Director
Norman J. Ravich(1)............................. 108,620(3) 150,000(6)
Mark H. Ravich(2)............................... 885,472(4) 200,000(7)
Robert R. Langer................................ 1,000 43,000
Director
Dennis A. Hill.................................. 1,700 25,000
Chief Financial Officer
</TABLE>
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(1) Chairman of the Board of Universal until November 1997.
(2) Director and Chief Executive Officer of Universal until January 1998.
(3) Norman Ravich has entered into a Stockholder Support Agreement with 99 CENTS
Only Stores dated as of February 24, 1998 (the "Norman Ravich Stockholder
Support Agreement") agreeing to vote his shares of Universal Common Stock in
favor of the Exchange Offer, and to exchange such shares for 99 CENTS Only
Shares in the Exchange Offer.
(4) Includes (a) 372,472 shares of Universal Common Stock held by Mark Ravich;
(b) 265,000 shares of Universal Common Stock held by the Norman and Sally
Ravich Family Trust of which Mark Ravich is co-trustee (the "Norman and
Sally Ravich Trust"); (c) 28,000 shares of Universal Common Stock held in
trust for Mark Ravich's children, of which he is co-trustee (the "Children's
Trusts"); and (d) 220,000 shares of Universal Common Stock held by the
Norman Ravich Irrevocable Trust, of which Mark Ravich is the trustee (the
"Norman Ravich Trust," and together with the Norman and Sally Ravich Trust
and the Children's Trusts, the "Ravich Trusts"). Mark Ravich, individually
and as trustee on behalf of the various Ravich Trusts, entered into a
Stockholder Support Agreement with 99 CENTS Only Stores dated as of February
24, 1998 (the "Mark Ravich Stockholder Support Agreement"), agreeing to vote
these shares of Universal Common Stock in favor of the Exchange Offer, and
to exchange these shares for 99 CENTS Only Shares in the Exchange Offer.
(5) Following consummation of the Exchange Offer, 99 CENTS Only Stores has
agreed to pay Richard Ennen cash in an amount equal to the difference
between the exercise price and the Exchange Consideration with respect to
Universal Options to purchase 100,000 shares of Universal Common Stock.
(6) Pursuant to the Norman Ravich Stockholder Support Agreement, Norman Ravich
has agreed to exercise 75,000 of his Universal Options at $1.125 per share,
to vote the shares of Universal Common Stock issued upon such exercise in
favor of the Exchange Offer, and to exchange these shares for 99 CENTS Only
Shares in the Exchange Offer.
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(7) Pursuant to the Mark Ravich Stockholder Support Agreement, Mark Ravich has
agreed to exercise 50,000 of his Universal Options at an exercise price of
$1.125 per share, to vote the shares of Universal Common Stock issued upon
such exercise in favor of the Exchange Offer, and to exchange these shares
for 99 CENTS Only Shares in the Exchange Offer.
The table below sets forth certain information regarding the ownership of
99 CENTS Only Shares and 99 CENTS Only Options by Universal directors and
executive officers and certain former officers and directors of Universal who
hold 99 CENTS Only Shares and 99 CENTS Only Options.
<TABLE>
<CAPTION>
99 CENTS ONLY
99 CENTS ONLY SHARES OPTIONS
(AS OF AUGUST 1, (AS OF AUGUST 1,
NAME 1998) 1998)
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<S> <C> <C>
Richard L. Ennen.................................. 0 21,375(5)
Chief Executive Officer, President and Director
Norman J. Ravich(1)............................... 0 4,688(6)
Mark H. Ravich(2)................................. 0 24,375(7)
Jeff Gold(3)...................................... 4,455,490(4) 22,500
Howard Gold(3).................................... 4,455,490(4) 22,500
Andy Farina(3).................................... 0 31,874
</TABLE>
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(1) Chairman of the Board of Universal until November 1997.
(2) Director and Chief Executive Officer of Universal until January 1998.
(3) Each is an officer and/or director of 99 CENTS Only Stores.
(4) Includes 3,753,098 shares controlled through Au Zone Investments #3, LLC, a
California limited liability company ("Au Zone"). Jeff Gold and Howard Gold
each own a 20% interest in Au Zone.
5) 99 CENTS Only Stores has agreed to convert 150,000 of Mr. Ennen's Universal
Options into 9,375 99 CENTS Only Options with an exercise price of $40.00
per share and to grant Mr. Ennen 12,000 99 CENTS Only Options at a exercise
price equal to the closing market price of 99 CENTS Only Shares on the date
of the closing of the Exchange Offer.
(6) Norman Ravich and 99 CENTS Only Stores have entered into an Option Agreement
dated as of February 26, 1998. This agreement grants Norman Ravich 4,688
99 CENTS Only Options at an exercise price of $40.00 per share.
(7) Mark Ravich and 99 CENTS Only Stores entered into an Option Agreement dated
as of February 26, 1998. This agreement grants Mark Ravich 99 CENTS Only
Options to purchase (i) 15,000 99 CENTS Only Shares at $38.565 per share and
(ii) 9,375 shares of 99 CENTS Only Shares at $40.00 per share.
(3) PAYMENT OF EXPENSES. 99 CENTS Only Stores has agreed to pay, or
reimburse Universal for, the expenses Universal incurs in responding to the
Exchange Offer, including fees for independent investment banks, legal counsel
retained by Universal, and expenses for printing and distributing this Schedule
14D-9.
ITEM 4. THE SOLICITATION OR RECOMMENDATION
(a) The Board of Directors of Universal has determined to express no opinion
and to remain neutral with respect to the Exchange Offer. The events preceding
this action are described under the caption "Background of the Exchange Offer
and Related Matters" in the Exchange Offer Prospectus and such description is
incorporated herein by reference.
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(b) In reaching its conclusion, the Board of Directors of Universal
considered the following: although Houlihan Lokey Howard & Zukin Financial
Advisors, Inc. ("Houlihan Lokey") has advised the Board of Directors of 99 CENTS
Only Stores with respect to the Exchange Offer and has delivered an opinion to
the Board of Directors of 99 CENTS Only Stores to the effect that as of the date
of Houlihan Lokey's opinion, the Exchange Consideration to be furnished by
99 CENTS Only Stores is fair to the holders of Universal Common Stock (other
than 99 CENTS Only Stores), due to the composition of the Board of Directors of
Universal including three designees of 99 CENTS Only Stores and two designees of
Universal, the Universal Board of Directors has decided to remain neutral with
respect to the Exchange Offer, and has not made a determination that the
Exchange Offer is fair to or in the best interests of Universal or its
shareholders. Further, the terms and conditions of the Exchange Offer were
determined and established by 99 CENTS Only Stores and not pursuant to
negotiations with Universal and Universal did not engage any legal or financial
advisors for the purpose of evaluating the terms of the Exchange Offer or for
the purpose of determining whether the Exchange Offer is fair to the
shareholders of Universal. However, the Board of Directors of Universal does
believe that the Exchange Offer represents an opportunity for the holders of
Universal Common Stock to (i) receive a premium for their shares and (ii)
exchange shares of Universal Common Stock for the common stock of a public
company with more liquidity. The Board of Directors believes that its
shareholders should make their own decision whether to tender. 99 CENTS Only
Stores has already acquired approximately 48% of the outstanding Universal
Common Stock in a friendly acquisition and the companies have worked together
since November 1997. Accordingly, Universal has agreed to support the Exchange
Offer pursuant to the terms of the Cooperation Agreement between Universal and
99 CENTS Only Stores dated as of March 4, 1998. In addition, the Universal Board
of Directors is recommending a vote for the approval of an amendment to the
By-Laws of Universal to provide that the Minnesota Control Share Acquisition Act
will not apply to Universal or its shareholders. The Minnesota Control Share
Acquisition Act would prevent 99 CENTS Only Stores from having any voting rights
with respect to the shares of Universal Common Stock acquired in the Exchange
Offer unless the By-laws amendment is approved.
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED
Neither Universal nor any person acting on its behalf has retained, employed
or compensated any persons to make recommendations or to solicit Universal's
shareholders.
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES
(a) Except as specifically disclosed in this Schedule 14D-9, there have been
no transactions in shares of Universal Common Stock which were effected during
the past sixty (60) days by Universal or, to the best of Universal's knowledge,
by any of its executive officers, directors, affiliates or subsidiaries.
(b) The Principal Stockholders have agreed to tender their shares of
Universal Common Stock in the Exchange Offer and, to the best of Universal's
knowledge, the executive officers and directors of Universal presently intend to
tender all shares of Universal Common Stock beneficially held by them in the
Exchange Offer.
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY THE SUBJECT COMPANY
As set forth in ITEM 2 above, Universal owns approximately 54.8% of the
outstanding common stock of Odd's-N-End's. 99 CENTS Only Stores intends to
acquire the remaining 45.2% of Odd's-N-End's' outstanding common stock pursuant
to the Odd's-N-End's Merger. Universal has signed an irrevocable proxy giving
99 CENTS Only Stores the right to vote Universal's shares of Odd's-N-End's'
common stock in favor of the Odd's-N-End's Merger. For a complete discussion of
the proposed Odd's-N-End's Merger, see "Summary-- RELATIONSHIP BETWEEN 99 CENTS
ONLY STORES AND UNIVERSAL; BACKGROUND OF THE EXCHANGE OFFER," and "Background
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of the Exchange Offer and Related Matters" in the Exchange Offer Prospectus.
Other than as set forth above or in materials incorporated by reference in this
Schedule 14D-9:
(a) Universal is not engaged in any negotiations in response to the Exchange
Offer which relate to or would result in: (1) an extraordinary transaction such
as a merger or reorganization involving Universal or any subsidiary of
Universal; (2) a purchase, sale or transfer of a material amount of assets by
Universal or any subsidiary of Universal; (3) a tender offer for or other
acquisition of securities by or of Universal; or (4) any material change in the
present capitalization or dividend policy of Universal.
(b) There are no transactions, board resolutions, agreements in principle,
or signed contracts in response to the Exchange Offer, other than those
described in ITEM 3(B) above, which relate to or would result in one or more of
the matters referred to in ITEM 7(A) above.
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED
None.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS
<TABLE>
<S> <C> <C> <C>
Exhibit (a)(1) -- Proxy Statement/Prospectus, dated August 6, 1998 (incorporated by
reference to Exhibit (a)(1) to the Schedule 14D-1 Tender Offer
Statement of 99 CENTS Only Stores (the "Schedule 14D-1 of 99 CENTS Only
Stores")).
Exhibit (a)(2) -- Proxy Statement/Prospectus, dated August 6, 1998 (incorporated by
reference to the Schedule 14A of Universal International, Inc. filed
with the Securities and Exchange Commission on August 6, 1998 (the
"Schedule 14A of Universal International, Inc."))
Exhibit (a)(3) -- Proxy for the Universal Special Meeting (incorporated by reference to the
Schedule 14A of Universal International, Inc.).
Exhibit (a)(4) -- Letter of Transmittal (incorporated by reference to Exhibit (a)(2) to the
Schedule 14D-1 of 99CENTS Only Stores).
Exhibit (a)(5) -- Notice of Guaranteed Delivery (incorporated by reference to Exhibit
(a)(3) to the Schedule 14D-1 of 99CENTS Only Stores).
Exhibit (a)(6) -- Letter to Clients (incorporated by reference to Exhibit (a)(5) of the
Schedule 14D-1 of 99CENTS Only Stores).
Exhibit (a)(7) -- Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9 (incorporated by reference to Exhibit (a)(6) of the
Schedule 14D-1 of 99CENTS Only Stores).
Exhibit (a)(8) -- Notice of Special Meeting (incorporated by reference to the Schedule 14A
of Universal International, Inc.)
Exhibit (a)(9) -- Letter to Shareholders of Universal dated August 7, 1998 (incorporated by
reference to the Schedule 14A of Universal International, Inc.)
Exhibit (b) -- Not Applicable.
Exhibit (c)(1) -- Proxy Statement/Prospectus, dated August 6, 1998 (incorporated by
reference to Exhibit (a)(1) to the Schedule 14D-1 of 99 CENTS Only
Stores).
Exhibit (c)(2) -- Universal/99 CENTS Only Stores Shareholder's Agreement, dated as of
November 17, 1997 (incorporated by reference to Exhibit (c)(13) to the
Schedule 14D-1 of 99 CENTS Only Stores).
</TABLE>
7
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<TABLE>
<S> <C> <C> <C>
Exhibit (c)(3) -- Stockholder Support Agreement by and between 99 CENTS Only Stores and
Mark Ravich, dated as of February 24, 1998 (incorporated by reference
to Exhibit (c)(2) to the Schedule 14D-1 of 99 CENTS Only Stores).
Exhibit (c)(4) -- Stockholder Support Agreement between Norman Ravich and 99 CENTS Only
Stores dated as of February 24, 1998 (incorporated by reference to
Exhibit (c)(3) to the Schedule 14D-1 of 99 CENTS Only Stores).
Exhibit (c)(5) -- Stockholder Support Agreement between Alyssa Danielle Ravich 1991
Irrevocable Trust and 99 CENTS Only Stores dated as of February 24,
1998 (incorporated by reference to Exhibit (c)(4) to the Schedule 14D-1
of 99 CENTS Only Stores).
Exhibit (c)(6) -- Stockholder Support Agreement between Alexander Coleman Ravich 1991
Irrevocable Trust and 99 CENTS Only Stores dated as of February 24,
1998 (incorporated by reference to Exhibit (c)(5) to the Schedule 14D-1
of 99 CENTS Only Stores).
Exhibit (c)(7) -- Stockholder Support Agreement between Norman J. Ravich Irrevocable Trust
and 99 CENTS Only Stores dated as of February 24, 1998 (incorporated by
reference to Exhibit (c)(6) to the Schedule 14D-1 of 99 CENTS Only
Stores).
Exhibit (c)(8) -- Stockholder Support Agreement between the Norman and Sally Ravich Family
Trust and 99 CENTS Only Stores dated as of February 24, 1998
(incorporated by reference to Exhibit (c)(7) to the Schedule 14D-1 of
99 CENTS Only Stores).
Exhibit (c)(9) -- Option Agreement between 99 CENTS Only Stores and Mark Ravich dated as of
February 26, 1998 (incorporated by reference to Exhibit (c)(8) to the
Schedule 14D-1 of 99 CENTS Only Stores).
Exhibit (c)(10) -- Option Agreement between 99 CENTS Only Stores and Norman Ravich dated as
of February 26, 1998 (incorporated by reference to Exhibit (c)(9) to
the Schedule 14D-1 of 99 CENTS Only Stores).
Exhibit (c)(11) -- Consulting Agreement between 99 CENTS Only Stores and Mark Ravich dated
as of February 24, 1998 (incorporated by reference to Exhibit (c)(10)
to the Schedule 14D-1 of 99 CENTS Only Stores).
Exhibit (c)(12) -- Consulting Agreement between 99 CENTS Only Stores and Norman Ravich dated
as of February 26, 1998 (incorporated by reference to Exhibit (c)(11)
to the Schedule 14D-1 of 99 CENTS Only Stores).
Exhibit (c)(13) -- Cooperation Agreement between Universal and 99 CENTS Only Stores dated as
of March 4, 1998 (incorporated by reference to Exhibit (c)(1) to the
Schedule 14D-1 of 99 CENTS Only Stores).
Exhibit (c)(14) -- Irrevocable Proxy between Universal and 99 CENTS Only Stores
(incorporated by reference to Exhibit (c)(12) to the Schedule 14D-1 of
99 CENTS Only Stores).
Exhibit (c)(15) -- Universal/99 CENTS Only Stock Purchase Agreement dated as of November 11,
1997 (incorporated by reference to Exhibit (c)(14) to the Schedule
14D-1 of 99 CENTS Only Stores).
</TABLE>
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
<TABLE>
<S> <C> <C>
Dated: August 7, 1998
UNIVERSAL INTERNATIONAL, INC.
/S/ RICHARD L. ENNEN
PRESIDENT AND CHIEF EXECUTIVE OFFICER
</TABLE>
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT DESCRIPTION
- -------------- ----------------------------------------------------------------------------------------------
<C> <S> <C>
(a)(1) Proxy Statement/Prospectus, dated August 6, 1998 (incorporated by reference to Exhibit (a)(1)
to the Schedule 14D-1 Tender Offer Statement of 99 CENTS Only Stores (the "Schedule 14D-1 of
99 CENTS Only Stores")).
(a)(2) Proxy Statement/Prospectus, dated August 6, 1998 (incorporated by reference to the Schedule
14A of Universal International, Inc. filed with the Securities and Exchange Commission on
August 6, 1998 (the "Schedule 14A of Universal International, Inc.")).
(a)(3) Proxy for the Universal Special Meeting (incorporated by reference to the Schedule 14A of
Universal International, Inc.).
(a)(4) Letter of Transmittal (incorporated by reference to Exhibit (a)(2) to the Schedule 14D-1 of
99CENTS Only Stores).
(a)(5) Notice of Guaranteed Delivery (incorporated by reference to Exhibit (a)(3) to the Schedule
14D-1 of 99CENTS Only Stores).
(a)(6) Letter to Clients (incorporated by reference to Exhibit (a)(5) of the Schedule 14D-1 of
99CENTS Only Stores).
(a)(7) Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9
(incorporated by reference to Exhibit (a)(6) of the Schedule 14D-1 of 99CENTS Only Stores).
(a)(8) Notice of Special Meeting (incorporated by reference to the Schedule 14A of Universal
International, Inc.)
(a)(9) Letter to Shareholders of Universal dated August 7, 1998 (incorporated by reference to the
Schedule 14A of Universal International, Inc.)
(c)(1) Proxy Statement/Prospectus, dated August 6, 1998 (incorporated by reference to Exhibit (a)(1)
to the Schedule 14D-1 of 99 CENTS Only Stores).
(c)(2) Universal/99 CENTS Only Stores Shareholder's Agreement, dated as of November 17, 1997
(incorporated by reference to Exhibit (c)(13) to the Schedule 14D-1 of 99 CENTS Only
Stores).
(c)(3) Stockholder Support Agreement by and between 99 CENTS Only Stores and Mark Ravich, dated as of
February 24, 1998 (incorporated by reference to Exhibit (c)(2) to the Schedule 14D-1 of
99 CENTS Only Stores).
(c)(4) Stockholder Support Agreement between Norman Ravich and 99 CENTS Only Stores dated as of
February 24, 1998 (incorporated by reference to Exhibit (c)(3) to the Schedule 14D-1 of
99 CENTS Only Stores).
(c)(5) Stockholder Support Agreement between Alyssa Danielle Ravich 1991 Irrevocable Trust and
99 CENTS Only Stores dated as of February 24, 1998 (incorporated by reference to Exhibit
(c)(4) to the Schedule 14D-1 of 99 CENTS Only Stores).
(c)(6) Stockholder Support Agreement between Alexander Coleman Ravich 1991 Irrevocable Trust and
99 CENTS Only Stores dated as of February 24, 1998 (incorporated by reference to Exhibit
(c)(5) to the Schedule 14D-1 of 99 CENTS Only Stores).
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT DESCRIPTION
- -------------- ----------------------------------------------------------------------------------------------
<C> <S> <C>
(c)(7) Stockholder Support Agreement between Norman J. Ravich Irrevocable Trust and 99 CENTS Only
Stores dated as of February 24, 1998 (incorporated by reference to Exhibit (c)(6) to the
Schedule 14D-1 of 99 CENTS Only Stores).
(c)(8) Stockholder Support Agreement between the Norman and Sally Ravich Family Trust and 99 CENTS
Only Stores dated as of February 24, 1998 (incorporated by reference to Exhibit (c)(7) to
the Schedule 14D-1 of 99 CENTS Only Stores).
(c)(9) Option Agreement between 99 CENTS Only Stores and Mark Ravich dated as of February 26, 1998
(incorporated by reference to Exhibit (c)(8) to the Schedule 14D-1 of 99 CENTS Only Stores).
(c)(10) Option Agreement between 99 CENTS Only Stores and Norman Ravich dated as of February 26, 1998
(incorporated by reference to Exhibit (c)(9) to the Schedule 14D-1 of 99 CENTS Only Stores).
(c)(11) Consulting Agreement between 99 CENTS Only Stores and Mark Ravich dated as of February 24,
1998 (incorporated by reference to Exhibit (c)(10) to the Schedule 14D-1 of 99 CENTS Only
Stores).
(c)(12) Consulting Agreement between 99 CENTS Only Stores and Norman Ravich dated as of February 26,
1998 (incorporated by reference to Exhibit (c)(11) to the Schedule 14D-1 of 99 CENTS Only
Stores).
(c)(13) Cooperation Agreement between Universal and 99 CENTS Only Stores dated as of March 4, 1998
(incorporated by reference to Exhibit (c)(1) to the Schedule 14D-1 of 99 CENTS Only Stores).
(c)(14) Irrevocable Proxy between Universal and 99 CENTS Only Stores (incorporated by reference to
Exhibit (c)(12) to the Schedule 14D-1 of 99 CENTS Only Stores).
(c)(15) Universal/99 CENTS Only Stock Purchase Agreement dated as of November 11, 1997 (incorporated
by reference to Exhibit (c)(14) of the Schedule 14D-1 to 99 CENTS Only Stores).
</TABLE>
11
