- Additional Proxy Soliciting Materials (definitive) (DEFA14A)

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________

Form 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

Date of Report (Date of earliest event reported): December 15, 2011

99¢ ONLY STORES

(Exact Name of Registrant as Specified in Charter)

California	1-11735	95-2411605
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4000 East Union Pacific Avenue
City of Commerce, California	90023
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:  [phone]

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

x	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

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Item 8.01.  Other Events.

On December 14, 2011, 99¢   Only Stores (the “Company”), Number Holdings, Inc. (“Parent”) and affiliates of Ares Management LLC and the Canada Pension Plan Investment Board (together, the “Sponsors”) issued a press release today announcing that Number Merger Sub, Inc. (“Merger Sub”), a subsidiary of Parent controlled by the Sponsors, priced its previously announced private placement of $250 million aggregate principal amount of 11% senior notes due 2019 (the “Notes”) at an issue price of par. The Notes are being issued in connection with the previously announced acquisition (the “Acquisition”) of the Company by the Sponsors through the merger of Merger Sub with and into the Company. Upon consummation of the Acquisition, the Company will assume all of the obligations of Merger Sub and certain subsidiaries of the Company will guarantee such obligations under the Notes.

A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 8.01 by reference.

Where You Can Find Additional Information

In connection with the Acquisition, the Company has filed a definitive proxy statement and other materials with the Securities and Exchange Commission (the "SEC").   THE COMPANY URGES INVESTORS TO READ THE DEFINITIVE PROXY STATEMENT AND THE OTHER MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE COMPANY AND THE ACQUISITION.  Investors may obtain free copies of the definitive proxy statement, filed with the SEC on December 12, 2011, as well as other filed documents containing information about the Company at http://www.sec.gov, the SEC's free internet site.  The Company’s definitive proxy statement was first mailed to shareholders of the Company on or about December 12, 2011.

The Company and its executive officers and directors may be deemed, under SEC rules, to be participants in the solicitation of proxies from the Company’s shareholders with respect to the Acquisition. Information regarding the officers and directors of the Company and other potential participants, and their direct or indirect interests, by security holdings or otherwise, is set forth in the definitive proxy statement and other materials filed with SEC in connection with the Acquisition.

Item 9.01.  Financial Statements and Exhibits.

 

(c)

Exhibit

Exhibit No.

Description

99.1

Press Release dated December 14, 2011

 

 

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	99¢ ONLY STORES
Date: December 15, 2011	By: /s/ Eric Schiffer
	Eric Schiffer
	Chief Executive Officer

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