OFFER FOR ALL OUTSTANDING SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON SHARE PURCHASE RIGHTS)
OF
UNIVERSAL INTERNATIONAL, INC.
ON THE BASIS OF
ONE SHARE OF COMMON STOCK OF 99CENTS ONLY STORES
FOR EACH 16 SHARES OF COMMON STOCK OF UNIVERSAL INTERNATIONAL, INC.
BY
99CENTS ONLY STORES
THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW
YORK CITY TIME, ON , 1998, UNLESS THE EXCHANGE OFFER IS EXTENDED.
, 1998
To: Brokers, Dealers, Commercial
Banks, Trust Companies and
Other Nominees:
We have been appointed by 99CENTS Only Stores, a California corporation
("99CENTS Only Stores"), to act as Dealer Manager in connection with 99CENTS
Only Stores' offer to exchange one share of common stock, no par value per share
("99CENTS Only Stores Common Stock"), of 99CENTS Only Stores for each sixteen
(16) shares of common stock, $.05 par value per share ("Universal Shares"), of
Universal International, Inc., a Minnesota corporation ("Universal"), upon the
terms and subject to the conditions set forth in the Proxy Statement/Prospectus
dated , 1998 and the related Letter of Transmittal (which together
constitute the "Exchange Offer"). All references to Universal Shares shall
include the associated common share purchase rights issued pursuant to the
Rights Agreement, dated as of April 19, 1996, between Universal and Norwest Bank
Minnesota, National Association, as Rights Agent.
For your information and for forwarding to your clients for whom you hold
Universal Shares registered in your name or in the name of your nominee, we are
enclosing the following documents:
1. Proxy Statement/Prospectus dated June , 1998.
2. Universal's Annual Report on Form 10-K, as amended.
3. Letter of Transmittal for your use to tender Universal Shares and for
the information of your clients.
4. Notice of Guaranteed Delivery to be used to accept the Exchange Offer if
the Universal Shares and all other required documents cannot be delivered to the
Exchange Agent by the Expiration Date (as defined in the Proxy
Statement/Prospectus).
5. A form of letter which may be sent to your clients for whose accounts
you hold Universal Shares registered in your name or in the name of your
nominee, with space provided for obtaining such clients' instructions with
regard to the Exchange Offer.
6. Universal's Solicitation/Recommendation Statement on Schedule 14D-9 with
regard to the Exchange Offer.
7. Guidelines of the Internal Revenue Service for Certification of Taxpayer
Identification Number on Substitute Form W-9.
8. Return envelope addressed to American Stock Transfer and Trust Company,
the Exchange Agent.
YOUR PROMPT ACTION IS REQUESTED. WE URGE YOU TO CONTACT YOUR CLIENTS AS
PROMPTLY AS POSSIBLE. PLEASE NOTE THAT THE EXCHANGE OFFER AND WITHDRAWAL
RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON , 1998,
UNLESS THE EXCHANGE OFFER IS EXTENDED.
Upon the terms and subject to the conditions of the Exchange Offer
(including, if the Exchange Offer is extended or amended, the terms and
conditions of any such extension or amendment), 99CENTS Only Stores will be
deemed to have accepted for exchange, and will transfer 99CENTS Only Stores
Common Stock in exchange for, all Universal Shares validly tendered and not
withdrawn prior to the Expiration Date (as defined in the Proxy
Statement/Prospectus) when, as and if 99CENTS Only Stores gives oral or written
notice to the Exchange Agent of 99CENTS Only Stores's acceptance of tenders of
such Universal Shares for exchange pursuant to the Exchange Offer. Exchange for
Universal Shares accepted for exchange pursuant to the Exchange Offer will be
made only after timely receipt by the Exchange Agent of certificates for such
Universal Shares (or confirmation of a book-entry transfer of such Universal
Shares into the Exchange Agent's account at one of the Book-Entry Transfer
Facilities (as defined in the Proxy Statement/Prospectus), a properly completed
and duly executed Letter of Transmittal (or a facsimile thereof), or an Agent's
Message (as defined in the Proxy Statement/Prospectus) in connection with a
book-entry transfer of Universal Shares, and any other required documents.
In order to take advantage of the Exchange Offer, a duly executed and
properly completed Letter of Transmittal, with any required signature
guarantees, or an Agent's Message in connection with a book-entry transfer of
Universal Shares and any other required documents, should be sent to the
Exchange Agent and the tendered Universal Shares should be so delivered, all in
accordance with the instructions set forth in the Letter of Transmittal and the
Proxy Statement/Prospectus.
Holders of Universal Shares whose certificates for such shares are not
immediately available or who cannot deliver their certificates and all other
required documents to the Exchange Agent on or prior to the Expiration Date or
who cannot complete the procedures for a book-entry transfer on a timely basis,
must tender their Universal Shares according to the guaranteed delivery
procedures set forth in the section of the Proxy Statement/Prospectus entitled
"THE EXCHANGE OFFER--Procedures for Accepting the Exchange Offer and Tendering
Shares."
99CENTS Only Stores will not pay any fees or commissions to any broker or
dealer or other person (other than as described in the Proxy
Statement/Prospectus) for soliciting tenders of Universal Shares pursuant to the
Exchange Offer. 99CENTS Only Stores will, however, upon request, reimburse you
for reasonable and necessary costs and expenses incurred by you in forwarding
materials to your clients. All stock transfer taxes applicable to 99CENTS Only
Stores's acceptance of Universal Shares pursuant to the Exchange Offer will be
paid by or on behalf of 99CENTS Only Stores, subject to Instruction 6 of the
Letter of Transmittal.
Any inquiries you may have with respect to the Exchange Offer should be
addressed to, and additional copies of the enclosed materials may be obtained
from, the Information Agent or the undersigned at the addresses and telephone
numbers set forth on the back cover of the Proxy Statement/Prospectus.
Very truly yours,
PIPER JAFFRAY INC.
NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE
AGENT OF 99CENTS ONLY STORES, THE DEALER MANAGER, THE INFORMATION AGENT OR THE
EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY OTHER PERSON TO USE ANY DOCUMENT OR MAKE
ANY STATEMENT ON BEHALF OF ANY OF THEM IN CONNECTION WITH THE EXCHANGE OFFER
OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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