99¢ ONLY STORES
|
Common Stock
|
65440K106
|
Michael Gisser, Esq.
Skadden Arps Slate Meagher & Flom, LLP
300 South Grand Avenue Suite 3228
Los Angeles, CA 90071
(213) 687-5213
|
March 10, 2011
|
CUSIP No.
|
65440K106
|
1
|
NAMES OF REPORTING PERSONS
David Gold
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) þ
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
16,065,3781
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
16,065,3781
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,065,3781
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
þ
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.9%1
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP No.
|
65440K106
|
1
|
NAMES OF REPORTING PERSONS
Sherry Gold
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) þ
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
16,065,3781
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
16,065,3781
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,065,3781
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
þ
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.9%1
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP No.
|
65440K106
|
1
|
NAMES OF REPORTING PERSONS
Howard Gold
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) þ
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF, OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
2,365,4761
|
|
8
|
SHARED VOTING POWER
6,865,9731
|
||
9
|
SOLE DISPOSITIVE POWER
2,365,4761
|
||
10
|
SHARED DISPOSITIVE POWER
6,865,9731
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,231,4491
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
þ
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.2%1
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP No.
|
65440K106
|
1
|
NAMES OF REPORTING PERSONS
Jeff Gold
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) þ
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF, OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
1,565,4761
|
|
8
|
SHARED VOTING POWER
7,665,9731
|
||
9
|
SOLE DISPOSITIVE POWER
1,565,4761
|
||
10
|
SHARED DISPOSITIVE POWER
7,665,9731
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,231,4491
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
þ
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.2%1
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP No.
|
65440K106
|
1
|
NAMES OF REPORTING PERSONS
Karen Schiffer
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) þ
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF, OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
9,306,4551
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
9,306,4551
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,306,4551
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
þ
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%1
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP No.
|
65440K106
|
1
|
NAMES OF REPORTING PERSONS
Eric Schiffer
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) þ
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF, OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
9,306,4551
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
9,306,4551
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,306,4551
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
þ
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%1
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
|
CUSIP No.
|
65440K106
|
1
|
NAMES OF REPORTING PERSONS
Au Zone Investments #2, L.P.
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) þ
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
6,865,9731
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
6,865,9731
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,865,9731
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
þ
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%1
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
|
CUSIP No.
|
65440K106
|
1
|
NAMES OF REPORTING PERSONS
Au Zone Investments #3, LLC
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) o
(b) þ
|
||
3
|
SEC USE ONLY
|
||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
OO
|
||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
California
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7
|
SOLE VOTING POWER
0
|
|
8
|
SHARED VOTING POWER
6,865,9731
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
||
10
|
SHARED DISPOSITIVE POWER
6,865,9731
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,865,9731
|
||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
þ
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.8%1
|
||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
OO (Limited Liability Company)
|
(i)
|
sole power to vote or to direct the vote:
|
|
See Item 7 on the cover page(s) hereto.
|
||
(ii)
|
shared power to vote or to direct the vote:
|
|
See Item 8 on the cover page(s) hereto.
|
(iii)
|
sole power to dispose or to direct the disposition of:
|
|
See Item 9 on the cover page(s) hereto.
|
||
(iv)
|
shared power to dispose or to direct the disposition of:
|
|
See Item 10 on the cover page(s) hereto.
|
||
Exhibit
|
Description of Exhibit
|
|
99.1
|
Joint Filing Agreement (furnished herewith)
|
|
99.2
|
Letter to the Board of Directors of 99 Cents Only Stores, dated March 10, 2010 (furnished herewith)
|
Dated: March 16, 2011
|
/s/ David Gold
|
||
David Gold
|
|||
Dated: March 16, 2011
|
/s/ Sherry Gold
|
||
Sherry Gold
|
|||
Dated: March 16, 2011
|
/s/ Howard Gold
|
||
Howard Gold
|
|||
Dated: March 16, 2011
|
/s/ Jeff Gold
|
||
Jeff Gold
|
|||
Dated: March 16, 2011
|
/s/ Eric Schiffer
|
||
Eric Schiffer
|
|||
Dated: March 16, 2011
|
/s/ Karen Schiffer
|
||
Karen Schiffer
|
|||
Dated: March 16, 2011
|
Au Zone Investment #2, L.P.
|
||
By:
|
AU Zone Investments #3, LLC
|
||
Its:
|
General Partner
|
||
By:
|
/s/ David Gold
|
||
Name:
|
David Gold
|
||
Title:
|
President
|
||
Dated: March 16, 2011
|
Au Zone Investment #3, LLC
|
||
By:
|
/s/ David Gold
|
||
Name:
|
David Gold
|
||
Title:
|
President
|
Exhibit
|
Description of Exhibit
|
|
99.1
|
Joint Filing Agreement (furnished herewith)
|
|
99.2
|
Letter to the Board of Directors of 99 Cents Only Stores, dated March 10, 2010 (furnished herewith)
|
Dated: March 16, 2011
|
/s/ David Gold
|
||
David Gold
|
|||
Dated: March 16, 2011
|
/s/ Sherry Gold
|
||
Sherry Gold
|
|||
Dated: March 16, 2011
|
/s/ Howard Gold
|
||
Howard Gold
|
|||
Dated: March 16, 2011
|
/s/ Jeff Gold
|
||
Jeff Gold
|
|||
Dated: March 16, 2011
|
/s/ Eric Schiffer
|
||
Eric Schiffer
|
|||
Dated: March 16, 2011
|
/s/ Karen Schiffer
|
||
Karen Schiffer
|
|||
Dated: March 16, 2011
|
Au Zone Investment #2, L.P.
|
||
By:
|
AU Zone Investments #3, LLC
|
||
Its:
|
General Partner
|
||
By:
|
/s/ David Gold
|
||
Name:
|
David Gold
|
||
Title:
|
President
|
||
Dated: March 16, 2011
|
Au Zone Investment #3, LLC
|
||
By:
|
/s/ David Gold
|
||
Name:
|
David Gold
|
||
Title:
|
President
|
Eric Schiffer
|
Leonard Green & Partners, L.P.
|
/s/ Eric Schiffer
|
|
Eric Schiffer
|
By:
|
LGP Management, Inc.
|
|
By:
|
/s/ Jamie D. Halper
|
|
Jamie D. Halper
|