LETTER OF TRANSMITTAL
TO TENDER SHARES OF COMMON STOCK
(INCLUDING THE ASSOCIATED COMMON SHARE PURCHASE RIGHTS)
OF
UNIVERSAL INTERNATIONAL, INC.
PURSUANT TO THE EXCHANGE OFFER
BY
99CENTS ONLY STORES
DESCRIBED IN THE PROXY STATEMENT/PROSPECTUS DATED , 1998
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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.
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THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
American Stock Transfer and Trust Company
BY MAIL: BY FACSIMILE TRANSMISSION: BY HAND OR OVERNIGHT
American Stock Transfer ( ) DELIVERY:
and Trust Company CONFIRM FACSIMILE BY TELEPHONE: American Stock Transfer
40 Wall Street ( ) And Trust Company
New York, New York 10005 40 Wall Street - 46th Floor
New York, New York 10005
DELIVERY OF THIS LETTER OF TRANSMITTAL TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE OR TRANSMISSIONS OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO A NUMBER
OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF TRANSMITTAL SHOULD BE READ
CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED.
This Letter of Transmittal is to be completed by shareholders if
certificates for Universal Shares (as defined below) are to be forwarded
herewith or, unless an Agent's Message (as defined below) is utilized, if
tenders of Universal Shares are to be made by book-entry transfer to an account
maintained by American Stock Transfer and Trust Company (the "Exchange Agent")
at The Depository Trust Company, the Midwest Securities Trust Company or the
Philadelphia Depository Trust Company (each a "Book-Entry Transfer Facility" and
collectively referred to as the "Book-Entry Transfer Facilities"), pursuant to
the procedures set forth in the section of the Proxy Statement/ Prospectus
entitled "THE EXCHANGE OFFER--Procedures for Accepting the Exchange Offer and
Tendering Shares."
Holders of Universal Shares whose certificates for such shares (the "Share
Certificates") are not immediately available or who cannot deliver their Share
Certificates and all other required documents to the Exchange Agent on or prior
to the Expiration Date (as defined in the Proxy Statement/Prospectus (as defined
below)) 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." See Instruction 2. DELIVERY OF DOCUMENTS TO A BOOK-ENTRY
TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
/ / CHECK HERE IF TENDERED UNIVERSAL SHARES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO AN ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH A BOOK-
ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution: _________________________________________________
Check Box of Book-Entry Transfer Facility:
/ / The Depository Trust Company
/ / Midwest Securities Trust Company
/ / Philadelphia Depository Trust Company
Account Number: ________________________________________________________________
Transaction Code Number: _______________________________________________________
/ / CHECK HERE IF TENDERED UNIVERSAL SHARES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING. PLEASE ENCLOSE A PHOTOCOPY OF SUCH NOTICE OF
GUARANTEED DELIVERY.
Name(s) of Registered Holder(s): ___________________________________________
Window Ticket Number (if any): _____________________________________________
Date of Execution of Notice of Guaranteed Delivery: ________________________
Name of Institution which Guaranteed Delivery: _____________________________
DESCRIPTION OF UNIVERSAL SHARES TENDERED
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NAME(S) AND ADDRESS(S) OF REGISTERED SHAREHOLDER(S) SHARE CERTIFICATE(S)
(PLEASE FILL IN, IF BLANK, EXACTLY AS NAME(S) AND UNIVERSAL SHARES TENDERED
APPEAR(S) ON SHARE CERTIFICATE(S) (ATTACH ADDITIONAL LIST IF NECESSARY)
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TOTAL NUMBER OF
UNIVERSAL NUMBER OF
SHARES UNIVERSAL
CERTIFICATE REPRESENTED BY SHARES
NUMBER(S)* CERTIFICATE(S)* TENDERED**
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TOTAL NUMBER OF
UNIVERSAL
SHARES
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* Need not be completed by book-entry shareholders.
** Unless otherwise indicated, it will be assumed
that all Universal Shares represented by any
certificates delivered to the Exchange Agent are
being tendered. See Instruction 4.
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Ladies and Gentlemen:
The undersigned hereby tenders to 99 CENTS Only Stores, a California
corporation ("99 CENTS Only Stores"), the above-described shares of common
stock, $0.05 par value per share (the "Universal Shares"), of Universal
International, Inc., a Minnesota corporation ("Universal"), including the
associated 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. Unless the contract otherwise requires and unless and until all Rights
are redeemed, all references to Universal Shares shall include the associated
Rights. The undersigned is tendering the above-described Universal Shares
pursuant to the offer by 99 CENTS Only Stores to exchange one share of common
stock, no par value per share (the "99 CENTS Only Stores Common Stock"), of
99 CENTS Only Stores for each sixteen (16) Universal Shares (the "Exchange
Consideration"), upon the terms and subject to the conditions set forth in the
Proxy Statement/Prospectus dated , 1998 of 99 CENTS Only Stores (the
"Proxy Statement/Prospectus"), receipt of which is hereby acknowledged, and in
this Letter of Transmittal (which, as amended from time to time, together with
the Proxy Statement/Prospectus, constitute the "Exchange Offer").
Subject to, and effective upon, acceptance for exchange of and exchange for
the Universal Shares tendered herewith in accordance with 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 such extension or amendment),
the undersigned hereby sells, assigns and transfers to, or upon the order of,
99 CENTS Only Stores all right, title and interest in and to all of the
Universal Shares that are being tendered hereby and any and all dividends on the
Universal Shares or any distribution (including, without limitation, the
issuance of additional Universal Shares pursuant to a stock dividend or stock
split, the issuance of other securities or the issuance of rights for the
purchase of any securities) with respect to the Universal Shares that is
declared or paid by Universal on or after , 1998 and is payable or
distributable to shareholders of record on a date prior to the transfer into the
name of 99 CENTS Only Stores or its nominees or transferees on Universal's stock
transfer records of the Universal Shares exchanged pursuant to the Exchange
Offer (a "Distribution"), and constitutes and irrevocably appoints the Exchange
Agent the true and lawful agent, attorney-in-fact and proxy of the undersigned
to the full extent of the undersigned's rights with respect to such Universal
Shares (and any Distributions) with full power of substitution (such power of
attorney and proxy being deemed to be an irrevocable power coupled with an
interest), to (a) deliver Share Certificates (and any Distributions), or
transfer ownership of such Universal Shares on the account books maintained by
the Book-Entry Transfer Facilities, together in each case with all accompanying
evidences of transfer and authenticity, to or upon the order of 99 CENTS Only
Stores upon receipt by the Exchange Agent, as the undersigned's agent, of the
Exchange Consideration, (b) present such Universal Shares (and any
Distributions) for transfer on the books of Universal and (c) receive all
benefits and otherwise exercise all rights of beneficial ownership of such
Universal Shares (and any Distributions), all in accordance with the terms of
the Exchange Offer.
The undersigned hereby irrevocably appoints and
, and each of them, the attorneys-in-fact and proxies of the
undersigned, each with full power of substitution, to vote in such manner as
each such attorney and proxy or his substitute shall in his sole discretion deem
proper, and otherwise act (including pursuant to written consent) with respect
to all of the Universal Shares tendered hereby which have been accepted for
exchange by 99 CENTS Only Stores prior to the time of such vote or action (and
any Distributions) which the undersigned is entitled to vote at any meeting of
the shareholders of Universal (whether annual or special and whether or not an
adjourned meeting). This power of attorney and proxy is coupled with an interest
in Universal and in the Universal Shares and is irrevocable and is granted in
consideration of, and is effective upon, the acceptance for exchange of such
Universal Shares by 99 CENTS Only Stores in accordance with the terms of the
Exchange Offer. Such acceptance for exchange shall revoke, without further
action, any other power of attorney or proxy granted by the undersigned at any
time with respect to such Universal Shares (and any Distributions) and no
subsequent powers of attorney or proxies will be given (and if given will be
deemed not to be effective) with respect thereto by the undersigned. The
undersigned understands that 99 CENTS Only Stores reserves the right to require
that, in order for the Universal Shares to be deemed validly tendered,
immediately upon 99 CENTS Only Stores' acceptance for exchange of such Universal
Shares, 99 CENTS Only Stores is able to exercise full voting rights with respect
to such Universal Shares and other securities, including voting at any meeting
of shareholders.
The undersigned hereby represents and warrants that the undersigned has full
power and authority to tender, sell, assign and transfer the Universal Shares
tendered hereby, and when the Universal Shares tendered hereby are accepted for
exchange by 99 CENTS Only Stores, 99 CENTS Only Stores will acquire good and
unencumbered title thereto, free and clear of all liens, restrictions, charges
and encumbrances and not subject to any adverse claim. The undersigned will,
upon request, execute and deliver any additional documents deemed by the
Exchange Agent or 99 CENTS Only Stores to be necessary or desirable to complete
the sale, assignment and transfer of the Universal Shares tendered hereby. The
undersigned has read and agrees to all of the terms of the Exchange Offer.
All authority herein conferred or agreed to be conferred pursuant to this
Letter of Transmittal shall not be affected by and shall survive the death,
incapacity, bankruptcy or insolvency of the undersigned, and any obligation of
the undersigned hereunder shall be binding upon the heirs, personal
representatives, successors and assigns of the undersigned. Except as stated in
the Exchange Offer, this tender is irrevocable.
The undersigned understands that tenders of Universal Shares pursuant to any
one of the procedures described in the section of the Proxy Statement/Prospectus
entitled "THE EXCHANGE OFFER--Procedures for Accepting the Exchange Offer and
Tendering Shares" and in the instructions hereto will constitute an agreement
between the undersigned and 99 CENTS Only Stores upon the terms and subject to
the conditions of the Exchange Offer. The undersigned recognizes that under
certain circumstances set forth in the Proxy Statement/Prospectus, 99 CENTS Only
Stores may not be required to accept for exchange any of the Universal Shares
tendered hereby.
Unless otherwise indicated herein under "Special Exchange Instructions,"
please issue the certificates for shares of 99 CENTS Only Stores Common Stock
and any cash payment in lieu of fractional shares of 99 CENTS Only Stores Common
Stock, as discussed in the Proxy Statement/Prospectus, and return any Share
Certificates not tendered or not accepted for exchange, in the name(s) of the
undersigned (and, in the case of Universal Shares tendered by book-entry
transfer, by credit to the account at the Book-Entry Transfer Facility
designated above). Similarly, unless otherwise indicated herein under "Special
Delivery Instructions", please mail the certificates for the shares of 99 CENTS
Only Stores Common Stock and any check for cash payment in lieu of fractional
shares of 99 CENTS Only Stores Common Stock and any Share Certificates not
tendered or not accepted for exchange (and accompanying documents as
appropriate) to the undersigned at the address shown below the undersigned's
signature(s). In the event that both "Special Exchange Instructions" and
"Special Delivery Instructions" are completed, please issue the certificates for
the shares of 99 CENTS Only Stores Common Stock and any check for cash payment
in lieu of fractional shares of 99 CENTS Only Stores Common Stock and any Share
Certificates not tendered or not accepted for exchange in the name(s) of, and
mail said check and certificates to, the person(s) so indicated. The undersigned
recognizes that 99 CENTS Only Stores has no obligation, pursuant to the "Special
Exchange Instructions," to transfer any Universal Shares from the name of the
registered holder(s) thereof if 99 CENTS Only Stores does not accept for
exchange any of the Universal Shares so tendered.
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SPECIAL EXCHANGE INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the certificates for shares of 99 CENTS Only
Stores Common Stock and any check for any cash payment in lieu of fractional
shares of 99 CENTS Only Stores Common Stock or Share Certificates not
tendered or not accepted for exchange are to be issued in the name of
someone other than the undersigned.
Issue to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
(ZIP CODE)
__________________________________________________________________________
(TAXPAYER IDENTIFICATION NO.)
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SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 1, 5, 6 AND 7)
To be completed ONLY if the certificates for shares of 99 CENTS Only
Stores Common Stock and any check for any cash payment in lieu of fractional
shares of 99 CENTS Only Stores Common Stock or Share Certificates not
tendered or not accepted for exchange are to be mailed to someone other than
the undersigned or to the undersigned at an address other than that shown
below the undersigned's signature(s).
Mail to:
Name _______________________________________________________________________
(PLEASE PRINT)
Address ____________________________________________________________________
____________________________________________________________________________
(ZIP CODE)
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IMPORTANT
HOLDERS OF UNIVERSAL SHARES SIGN HERE
(ALSO COMPLETE SUBSTITUTE FORM W-9 BELOW)
Signature(s) of Owner(s) ___________________________________________________
____________________________________________________________________________
Dated ______________________________________________________________________
(Must be signed by the registered holder(s) exactly as name(s) appear(s)
on the Share Certificate(s) or on a security position listing or by
person(s) authorized to become registered holder(s) by certificates and
documents transmitted herewith. If signature is by a trustee, executor,
administrator, guardian, attorney-in-fact, officer of a corporation or any
other person acting in a fiduciary or representative capacity, please set
forth full title and see Instruction 5.)
Name(s) ____________________________________________________________________
____________________________________________________________________________
(PLEASE PRINT)
Capacity (full title) ______________________________________________________
Address ____________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number _____________________________________________
Taxpayer Identification or Social Security Number __________________________
GUARANTEE OF SIGNATURE(S)
(IF REQUIRED--SEE INSTRUCTIONS 1 AND 5)
Authorized Signature _______________________________________________________
Name _______________________________________________________________________
(PLEASE PRINT)
Name of Firm _______________________________________________________________
Address ____________________________________________________________________
(INCLUDE ZIP CODE)
Area Code and Telephone Number _____________________________________________
Dated ______________________________________________________________________
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INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. GUARANTEE OF SIGNATURES. All signatures on this Letter of Transmittal
must be guaranteed by a firm which is a financial institution (including most
commercial banks, savings and loan associations and brokerage houses) that is a
participant in the Securities Transfer Agents Medallion Program, the New York
Stock Exchange Medallion Signature Guarantee Program or the Stock Exchange
Medallion Program (each, an "Eligible Institution"), except in cases where
Universal Shares are tendered (i) by a registered holder of Universal Shares who
has not completed either the box entitled "Special Exchange Instructions" or the
box entitled "Special Delivery Instructions" on this Letter of Transmittal or
(ii) for the account of an Eligible Institution. If a Share Certificate is
registered in the name of a person other than the signatory of this Letter of
Transmittal, or if payment is to be made, or a Share Certificate not accepted
for exchange or not tendered is to be returned, to a person other than the
registered holder(s), then the Share Certificate must be endorsed or accompanied
by appropriate stock powers, in either case signed exactly as the name(s) of the
registered holder(s) appears on the Share Certificate, with the signature(s) on
such Share Certificate or stock powers guaranteed by an Eligible Institution.
See Instruction 5.
2. DELIVERY OF LETTER OF TRANSMITTAL AND UNIVERSAL SHARES. This Letter of
Transmittal is to be used either if certificates are to be forwarded herewith or
if delivery of Universal Shares is to be made by book-entry transfer pursuant to
the procedures set forth in the section of the Proxy Statement/Prospectus
entitled "THE EXCHANGE OFFER--Procedures for Accepting the Exchange Offer and
Tendering Shares." Certificates for all physically delivered Universal Shares,
or a confirmation of a book-entry transfer into the Exchange Agent's account at
one of the Book-Entry Transfer Facilities of all Universal Shares delivered
electronically, as well as a properly completed and duly executed Letter of
Transmittal (or a facsimile thereof), or an Agent's Message in connection with a
book-entry delivery of Universal Shares, and any other documents required by
this Letter of Transmittal, must be received by the Exchange Agent at one of its
addresses set forth on the front page of this Letter of Transmittal by the
Expiration Date. If a shareholder desires to tender Universal Shares pursuant to
the Exchange Offer and such shareholder's Share Certificates evidencing such
Universal Shares are not immediately available or such shareholder cannot
deliver the Share Certificates and all other required documents to the Exchange
Agent prior to the Expiration Date, or such shareholder cannot complete the
procedure for delivery by book-entry transfer on a timely basis, such Universal
Shares may nevertheless be tendered pursuant to the guaranteed delivery
procedure set forth in the section of the Proxy Statement/Prospectus entitled
"THE EXCHANGE OFFER--Procedures for Accepting the Exchange Offer and Tendering
Shares." Pursuant to such procedure: (i) such tender must be made by or through
an Eligible Institution; (ii) a properly completed and duly executed Notice of
Guaranteed Delivery, substantially in the form made available by 99 CENTS Only
Stores, must be received by the Exchange Agent prior to the Expiration Date; and
(iii) the Share Certificates (or a book-entry confirmation) evidencing all
tendered Universal Shares, in proper form for transfer, in each case together
with the Letter of Transmittal (or a facsimile thereof), properly completed and
duly executed, with any required signature guarantees, or, in the case of a
book-entry transfer, an Agent's Message, and any other documents required by the
Letter of Transmittal must be received by the Exchange Agent within three New
York Stock Exchange trading days after the date of execution of such Notice of
Guaranteed Delivery.
The term "Agent's Message" means a message transmitted by a Book-Entry
Transfer Facility to, and received by, the Exchange Agent and forming a part of
a book-entry confirmation, which states that such Book-Entry Transfer Facility
has received an express acknowledgment from the participant in such Book-Entry
Transfer Facility tendering the Universal Shares that such participant has
received and agrees to be bound by the terms of the Letter of Transmittal and
that 99 CENTS Only Stores may enforce such agreement against such participant.
THE METHOD OF DELIVERY OF UNIVERSAL SHARES AND ALL OTHER REQUIRED DOCUMENTS,
INCLUDING THROUGH ANY BOOK-ENTRY TRANSFER FACILITY, IS AT THE OPTION AND SOLE
RISK OF THE TENDERING HOLDER OF UNIVERSAL SHARES AND THE DELIVERY WILL BE DEEMED
MADE ONLY WHEN ACTUALLY RECEIVED BY THE EXCHANGE AGENT. IF DELIVERY IS BY MAIL,
REGISTERED MAIL WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
IN ALL CASES, SUFFICIENT TIME SHOULD BE ALLOWED TO ENSURE TIMELY DELIVERY.
SHAREHOLDERS WHOSE UNIVERSAL SHARES ARE REGISTERED IN THE NAME OF A BROKER,
INVESTMENT DEALER, BANK, TRUST COMPANY OR OTHER NOMINEE SHOULD CONTACT THAT
NOMINEE FOR ASSISTANCE IN TENDERING THOSE UNIVERSAL SHARES.
No alternative, conditional or contingent tenders will be accepted, and no
fractional Universal Shares will be exchanged. By executing this Letter of
Transmittal (or a facsimile hereof), the tendering holder of Universal Shares
waives any right to receive any notice of the acceptance for exchange of the
Universal Shares.
3. INADEQUATE SPACE. If the space provided herein is inadequate, the
certificate numbers and/or the number of Universal Shares and any other required
information should be listed on a separate signed schedule which is attached to
this Letter of Transmittal.
4. PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS OF UNIVERSAL SHARES WHO
TENDER BY BOOK-ENTRY TRANSFER). If fewer than all the Universal Shares
represented by any certificate delivered to the Exchange Agent are to be
tendered, fill in the number of Universal Shares which are to be tendered in the
box entitled "Number of Universal Shares Tendered." In such case, a new
certificate for the remainder of the Universal Shares represented by the old
certificate will be sent to the person(s) signing this Letter of Transmittal,
unless otherwise provided in the appropriate box on this Letter of Transmittal,
as promptly as practicable following the expiration or termination of the
Exchange Offer. All Universal Shares represented by certificates delivered to
the Exchange Agent will be deemed to have been tendered unless otherwise
indicated.
5. SIGNATURES ON LETTER OF TRANSMITTAL; STOCK POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by the registered holder(s) of the
Universal Shares tendered hereby, the signature(s) must correspond with the
name(s) as written on the face of the certificates representing such Universal
Shares without any alteration or change whatsoever.
If any of the Universal Shares tendered hereby are held of record by two or
more persons, all such persons must sign this Letter of Transmittal.
If any of the Universal Shares tendered hereby are registered in different
names on different certificates, it will be necessary to complete, sign and
submit as many separate Letters of Transmittal as there are different
registration of certificates.
If this Letter of Transmittal is signed by the registered holder(s) of the
Universal Shares tendered hereby, no endorsements of certificates or separate
stock powers are required unless certificates for shares of 99 CENTS Only Stores
Common Stock or any checks for any cash payment in lieu of fractional shares of
99 CENTS Only Stores Common Stock are issued, or Universal Shares not tendered
or not accepted for exchange are to be returned, in the name of any person other
than the registered holder(s). Signatures on any such certificates or stock
powers must be guaranteed by an Eligible Institution.
If this Letter of Transmittal is signed by a person other than the
registered holder(s) of the Universal Shares tendered hereby, certificates must
be endorsed or accompanied by stock powers, in either case, signed exactly as
the name(s) of the registered holder(s) appear(s) on the certificates for such
Universal Shares. Signature(s) on any such certificates or stock powers must be
guaranteed by an Eligible Institution.
If this Letter of Transmittal or any certificate or stock power is signed by
a trustee, executor, administrator, guardian, attorney-in-fact, officer of a
corporation or other person acting in a fiduciary or representative capacity,
such person should so indicate when signing, and proper evidence satisfactory to
99 CENTS Only Stores of the authority of such person to act must be submitted.
6. STOCK TRANSFER TAXES. Any stock transfer taxes with respect to the
exchange and transfer of any Universal Shares to 99 CENTS Only Stores or its
order pursuant to the Exchange Offer will be paid by or on behalf of 99 CENTS
Only Stores. If, however, certificates for shares of 99 CENTS Only Stores Common
Stock or any checks for any cash payment in lieu of fractional shares of
99 CENTS Only Stores Common Stock are issued, or Universal Shares not tendered
or not accepted for exchange are to be returned, in the name of any person other
than the registered holder(s), the amount of any stock transfer taxes (whether
imposed on the registered holder(s), such other person or otherwise) payable on
account of the transfer to such person will be deducted from the consideration
to be received by such holder unless satisfactory evidence of the payment of
such taxes, or exception therefrom, is submitted.
7. SPECIAL EXCHANGE AND DELIVERY INSTRUCTIONS. If the certificates for
shares of 99 CENTS Only Stores Common Stock or any checks for any cash payment
in lieu of payment of fractional shares of 99 CENTS Only Stores Common Stock are
to be issued, or any Universal Shares not tendered or not accepted for exchange
are to be returned, in the name of a person other than the person(s) signing
this Letter of Transmittal or if the certificates for shares of 99 CENTS Only
Stores Common Stock, or any checks for any cash payment in lieu of fractional
shares of 99 CENTS Only Stores Common Stock or any certificates for Universal
Shares not tendered or not accepted for exchange are to be mailed to someone
other than the person(s) signing this Letter of Transmittal or to the person(s)
signing this Letter of Transmittal at an address other than that shown above,
the appropriate boxes on this Letter of Transmittal should be completed.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions and requests
for assistance may be directed to the Information Agent or the Dealer Manager at
their respective addresses and telephone numbers listed below. Additional copies
of the Proxy Statement/Prospectus, the Letter of Transmittal and other exchange
offer materials may be obtained from the Information Agent as set forth below.
You may also contact your broker, dealer, commercial bank, trust company or
other nominee, as applicable, for assistance concerning the Exchange Offer.
9. SUBSTITUTE FORM W-9. Under U.S. federal income tax law, a holder of
Universal Shares whose Universal Shares are accepted for exchange is required to
provide the Exchange Agent with such holder's correct taxpayer identification
number ("TIN") on the Substitute Form W-9 set forth below. If the Exchange Agent
is not provided
with the correct TIN, the Internal Revenue Service may subject the holder or
other payee to a $50.00 penalty. In addition, payments that are made to such
holder or other payee with respect to Universal Shares exchanged in the Exchange
Offer may be subject to 31% backup withholding.
Certain holders of Universal Shares (including among others, all
corporations and certain foreign individuals) are not subject to these backup
withholding and reporting requirements. In order for a foreign individual to
qualify as an exempt recipient, the holder of Universal Shares must submit a
Form W-8, signed under penalties of perjury, attesting to that individual's
exempt status. A Form W-8 may be obtained from the Exchange Agent. See the
enclosed "Guidelines For Certification of Taxpayer Identification Number On
Substitute Form W-9" for more instructions.
If backup withholding applies, the Exchange Agent is required to withhold
31% of any such payments made to the holder of Universal Shares or other payee.
Backup withholding is not an additional tax. Rather, the tax liability of
persons subject to backup withholding will be reduced by the amount of tax
withheld. If withholding results in an overpayment of taxes, a refund may be
obtained from the Internal Revenue Service.
The box in Part 3 of the Substitute Form W-9 should be checked if the
tendering holder of Universal Shares has not been issued a TIN and has applied
for a TIN or intends to apply for a TIN in the near future. If the box in Part 3
is checked, the holder of Universal Shares or other payee must also complete the
Certificate of Awaiting Taxpayer Identification Number below in order to avoid
backup withholding. Notwithstanding that the box in Part 3 is checked and the
Certificate of Awaiting Taxpayer Identification Number is completed, the
Exchange Agent will withhold 31% of all payments made prior to the time a
properly certified TIN is provided to the Exchange Agent.
The holder of Universal Shares is required to give the Exchange Agent the
TIN (E.G., social security number or employer identification number) of the
record owner of the Universal Shares or of the last transferee appearing on the
transfers attached to, or endorsed on, the Universal Shares. If the Universal
Shares are in more than one name or are not in the name of the actual owner,
consult the enclosed "Guidelines For Certification of Taxpayer Identification
Number on Substitute Form W-9" for additional guidance as to which number to
report.
10. LOST, DESTROYED OR STOLEN CERTIFICATES. If any certificate(s)
representing Universal Shares has been lost, destroyed or stolen, the
shareholder should promptly notify the Exchange Agent. The shareholder will then
be instructed as to the steps that must be taken in order to replace the
certificate(s). This Letter of Transmittal and related documents cannot be
processed until the procedures for replacing lost or destroyed certificates have
been followed.
11. WAIVER OF CONDITIONS. Subject to the terms of the Exchange Offer,
99 CENTS Only Stores reserves the absolute right in its sole discretion to waive
any of the specified conditions of the Exchange Offer, in whole or in part, in
the case of any Universal Shares tendered.
IMPORTANT: THIS LETTER OF TRANSMITTAL (OR A FACSIMILE COPY HEREOF) OR AN
AGENT'S MESSAGE TOGETHER WITH CERTIFICATES OR CONFIRMATION OF BOOK-ENTRY
TRANSFER OR A PROPERLY COMPLETED AND DULY EXECUTED NOTICE OF GUARANTEED DELIVERY
AND ALL OTHER REQUIRED DOCUMENTS MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR
PRIOR TO THE EXPIRATION DATE.
TO BE COMPLETED BY ALL TENDERING SHAREHOLDERS
(SEE INSTRUCTION 9)
PAYER'S NAME: AMERICAN STOCK TRANSFER AND TRUST COMPANY
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SUBSTITUTE PART 1--PLEASE PROVIDE YOUR TIN Social Security Number
FORM W-9 IN THE BOX AT THE RIGHT AND or Employer
Department of the Treasury CERTIFY BY SIGNING AND DATING Identification Number
Internal Revenue Service BELOW. ------------------------
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PART 2--Certifications--Under penalties of perjury, I certify
that:
(1) The number shown on this form is my correct Taxpayer
Payer's Request for Taxpayer Identification Number (or I am waiting for a number to be issued
Identification Number ("TIN")
to me and have checked the box in Part 3), and
(2) I am not subject to backup withholding because: (a) I am
exempt from backup withholding, or (b) I have not been notified
by the Internal Revenue Service (the "IRS") that I am
subject to backup withholding as a result of a failure to
report all interest or dividends, or (c) the IRS has
notified me that I am no longer subject to backup
withholding.
CERTIFICATION INSTRUCTIONS--You must cross out item (2) above if
you have been notified by the IRS that you are subject to backup
withholding because of underreporting interest or dividends on
your tax return. However, if after being notified by the IRS that
you were subject to backup withholding you received another
notification from the IRS that you are no longer subject to
backup withholding, do not cross out item (2).
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SIGNATURE Part 3--Awaiting TIN--> / /
DATE
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31% OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE
REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE BOX IN PART
3 OF SUBSTITUTE FORM W-9.
- ----------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification
number has not been issued to me, and either (1) I have mailed or
delivered an application to receive a taxpayer identification number
to the appropriate Internal Revenue Service Center or Social Security
Administration Office, or (2) I intend to mail or deliver an
application in the near future. I understand that if I do not provide
a taxpayer identification number by the time of payment, 31% of all
reportable payments made to me will be withheld, but that such amounts
will be refunded to me if I then provide a Taxpayer Identification
Number within sixty (60) days.
Signature
- -------------------------------------------------------- Date
- -------------------
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THIS LETTER OF TRANSMITTAL, CERTIFICATES FOR UNIVERSAL SHARES AND ANY OTHER
REQUIRED DOCUMENTS SHOULD BE SENT OR DELIVERED BY EACH SHAREHOLDER OF UNIVERSAL
OR HIS BROKER, DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE TO THE
EXCHANGE AGENT AT ONE OF ITS ADDRESSES SET FORTH BELOW:
THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
AMERICAN STOCK TRANSFER AND TRUST COMPANY
BY MAIL: BY FACSIMILE TRANSMISSION: BY HAND OR OVERNIGHT
American Stock Transfer ( ) DELIVERY:
and Trust Company CONFIRM FACSIMILE BY TELEPHONE: American Stock Transfer
40 Wall Street ( ) And Trust Company
New York, New York 10005 40 Wall Street - 46th Floor
New York, New York 10005
Questions and requests for assistance may be directed to the Information
Agent or the Dealer Manager at their respective addresses and telephone numbers
listed below. Additional copies of the Proxy Statement/Prospectus, the Letter of
Transmittal and other exchange offer materials may be obtained from the
Information Agent as set forth below. You may also contact your broker, dealer,
commercial bank, trust company or other nominee, as applicable, for assistance
concerning the Exchange Offer.
THE INFORMATION AGENT FOR THE EXCHANGE OFFER IS:
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THE DEALER MANAGER FOR THE EXCHANGE OFFER IS:
PIPER JAFFRAY INC.
222 South Ninth Street
Minneapolis, Minnesota 55402
(612) 342-6221