99 Cents Only Stores LLC – ‘SC 13D/A’ on 2/19/98 re: 99 Cents Only Stores LLC – EX-1

As of:  Thursday, 2/19/98   ·   Accession #:  1011438-98-56   ·   File #:  5-51069

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial           2     11K 
                          Ownership                                              
 2: EX-1        Press Release                                          2     10K 

EX-1   —   Press Release

EX-1
1st Page of 2
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
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-                                    

EX-1
Last Page of 2
TOC
1st
Previous
Next
↓Bottom
Just 2nd
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                                              

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		2/26/98		2
Filed on:		2/19/98							8-K
		2/17/98		1					8-K
		2/13/98		1
									List all Filings