-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GF40W5UVRIXZEH1nnejmyzuneVusaVaXvBewawgRoDw/mj5WKqFAVZeuq8JIJz9z NL3WClYgRTuIbmhM4paVKw== 0001011438-98-000056.txt : 19980220 0001011438-98-000056.hdr.sgml : 19980220 ACCESSION NUMBER: 0001011438-98-000056 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980219 SROS: NYSE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: 99 CENTS ONLY STORE CENTRAL INDEX KEY: 0001011290 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 952411605 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51069 FILM NUMBER: 98545387 BUSINESS ADDRESS: STREET 1: 4000 EAST UNION PACIFIC AVE CITY: CITY OF COMMERCE STATE: CA ZIP: 90023 BUSINESS PHONE: 2135825999 MAIL ADDRESS: STREET 1: 4000 EAST UNION PACIFIC AVENUE CITY: CITY OF COMMERCE STATE: CA ZIP: 90023 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: 99 CENTS ONLY STORE CENTRAL INDEX KEY: 0001011290 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 952411605 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4000 EAST UNION PACIFIC AVE CITY: CITY OF COMMERCE STATE: CA ZIP: 90023 BUSINESS PHONE: 2135825999 MAIL ADDRESS: STREET 1: 4000 EAST UNION PACIFIC AVENUE CITY: CITY OF COMMERCE STATE: CA ZIP: 90023 SC 13D/A 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a) (AMENDMENT NO. 1) Universal International, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 913900403 (CUSIP Number) Andrew Farina 99 Cents Only Stores 4000 East Union Pacific Avenue City of Commerce, California 90023 (213) 980-8145 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 17, 1998 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following box ___. The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. 99 Cents Only Stores hereby amends its original Statement on Schedule 13D (filed on November 28, 1997) relating to the shares of common stock of Universal International, Inc. (the "Company") as set forth below: Item 4. PURPOSE OF THE TRANSACTION. Item 4 is hereby amended and restated in its entirety as follows: On November 28, 1997, 99 Cents Only filed a Statement on Schedule 13D reporting the acquisition by 99 Cents Only of 4,500,000 shares of common stock, or 47.9% of the total outstanding shares of common stock of the Company. At that time the purpose for the acquisition was investment and 99 Cents Only had no intention of distributing, selling or otherwise disposing of the shares. However, 99 Cents Only reported that it may from time to time explore the possibility of acquiring additional shares of the common stock of the Company. On February 17, 1998, 99 Cents Only issued a press release announcing that it has made a proposal to the Board of Directors of the Company to acquire all of the issued and to-be-issued shares of the common stock of the Company in exchange for shares of common stock of 99 Cents Only. If accepted as proposed, 99 Cents Only would issue to the stockholders of the Company one share of common stock of 99 Cents Only for each 16 outstanding shares of common stock of the Company. Item 7. MATERIAL TO BE FILED AS EXHIBITS. The following exhibit is filed with this Amendment No. 1. 1. Press Release issued by 99 Cents Only Stores, dated February 17, 1998. 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. By: /s/ Andrew Farina ----------------------------- Name: Andrew Farina Title: Chief Financial Officer Date: February 18, 1998 EX-1 2 PRESS RELEASE Exhibit 1. Press Release 99 CENTS ONLY STORES ANNOUNCES PROPOSAL TO ACQUIRE OUTSTANDING SHARES OF UNIVERSAL INTERNATIONAL, INC. February 17, 1998 -- 99 Cents Only Stores (NYSE: NDN) announced today that it has made a proposal to the Board of Directors of Universal International, Inc. (NASDAQ: UNIV) to acquire all of the issued and to-be-issued shares of the common stock of Universal International, Inc. in exchange for shares of common stock of 99 Cents Only Stores. If accepted as proposed, 99 Cents Only Stores would issue to the stockholders of Universal International one share of common stock of 99 Cents Only Stores for each 16 outstanding shares of common stock of Universal International. Based on the closing price of $33 9/16 of 99 Cents Only Stores' common stock on the New York Stock Exchange on February 13, 1998, this transaction values the common stock of Universal International at $2.0975 per share. If 99 Cents Only Stores purchases all outstanding shares of Universal International in this transaction, it will issue an aggregate of approximately 310,000 shares of common stock. Definitive agreements are pending. 99 Cents Only Stores and Mark Ravich and Norman Ravich, significant stockholders of Universal International, have reached an agreement in principle with respect to shares beneficially held by the Ravichs pursuant to which they would vote such shares in favor of the transaction and tender their shares as part of the transaction. Definitive agreements are pending. David Gold, Chairman of the Board and Chief Executive Officer of 99 Cents Only Stores, said "We are excited about this acquisition. We are looking forward to working with the Universal management team to implement exciting new merchandising concepts for these stores." In a separate release, 99 Cents Only Stores today announced that it has made a proposal to the Board of Directors of Odd's-N-End's (40.5% of the outstanding shares of common stock of Odd's- N-End's is owned by Universal International) to acquire all of the issued and outstanding shares of Odd's-N-End's. 99 Cents Only Stores indicated that it expects Richard Ennen to remain as Chief Executive Officer and President of Universal International following consummation of the transaction. 99 Cents Only Stores acquired approximately 48% of the outstanding common stock in Universal International in November 1997 for a purchase price equal to $0.8889 per share. The price to be offered in this transaction was determined by 99 Cents Only Stores after consultation with its financial advisor, Houlihan Lokey Howard & Zukin, specially engaged for this matter, who provided a preliminary fairness opinion in support of the offer. Based upon the $2.0975 per share transaction value referred to above, the proposed transaction represents a 12% and 52% premium to Universal International's common stock's closing sales prices one day and one week prior to the date 99 Cents Only announced the acquisition of its initial position in Universal International in November 1997. The proposed offer is subject to execution of definitive agreements between 99 Cents Only Stores and Universal International and its principal stockholders, the approval of the Universal International stockholders and other customary closing conditions. A Registration Statement relating to these securities will be filed with the Securities and Exchange Commission. These securities may not be sold nor may any offers to buy be accepted prior to the time the Registration Statement becomes effective. This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any State in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. 99 Cents Only Stores, the nation's oldest existing one-price retailer is scheduled to open its 54th store in San Bernardino, California on February 26, 1998, and operates a wholesale division called Bargain Wholesale. 99 Cents Only Stores emphasizes name-brand consumables, priced at an excellent value, in clean, attractively merchandised stores. CONTACT: 99 Cents Only Stores, City of Commerce, CA Eric Schiffer, Senior Vice President-Finance (213) 881-9912 -----END PRIVACY-ENHANCED MESSAGE-----