We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
99 Cents Only Stores Common Stock | NYSE:NDN | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 22.01 | 0.00 | 01:00:00 |
99¢ Only Stores
4000 Union Pacific Avenue
City of Commerce, CA 90023
Attn: Eric Schiffer, Chief Executive Officer
Telephone: (323) 980-8145
|
Number Holdings, Inc.
2000 Avenue of the Stars, 12
th
Floor
Los Angeles, CA 90067
Attn: Michael Weiner
Telephone: (310) 201-4100
|
Munger, Tolles & Olson LLP
355 South Grand Avenue
Suite 3500
Los Angeles, CA 90071-1560
Attn: Mary Ann Todd
Telephone: (213) 683-9100
Telecopier: (213) 687-3702
|
Morrison & Foerster LLP
555 West Fifth Street
Suite 3500
Los Angeles, CA 90013
Attn: Hillel T. Cohn
Telephone: (213) 892-5200
Telecopier: (213) 892-5454
|
Skadden, Arps, Slate, Meagher & Flom LLP
300 South Grand Avenue
Suite 3400
Los Angeles, CA 90071
Attn: Michael V. Gisser
Telephone: (213) 687-5000
Telecopier: (213) 687-5000
|
Proskauer Rose LLP
2049 Century Park East
Suite 3200
Los Angeles, CA 90067
Attn: Michael Woronoff
Telephone: (310) 284-4550
Telecopier: (310) 557-2193
|
x
|
|
a.
|
|
The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
|
¨
|
|
b.
|
|
The filing of a registration statement under the Securities Act of 1933.
|
¨
|
|
c.
|
|
A tender offer.
|
¨
|
|
d.
|
|
None of the above.
|
Transaction Valuation(1)
|
Amount of Filing Fee(2)
|
$1,571,056,178
|
$180,044
|
(1)
|
For purposes of calculating the filing fee only, the transaction value was determined based upon the sum of (A) 70,593,859 shares of common stock multiplied by the merger consideration of $22.00 per share; (B) 2,588,000 options to purchase shares of common stock multiplied by $3.56 per share (which is the difference between the merger consideration and the weighted average exercise price of $18.44 per share); and (C) $8,778,000, the amount expected to be paid to holders of restricted stock units and performance stock units ((A), (B) and (C) together, the “
Transaction Valuation
”).
|
(2)
|
The filing fee, calculated in accordance with Exchange Act Rule 0-11(c) and the Securities and Exchange Commission Fee Rate Advisory #3 for fiscal year 2012, was determined by multiplying the Transaction Valuation by .0001146.
|
x
|
Check the box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
|
Page
|
||
Item 1.
|
2 | |
Item 2.
|
2 | |
Item 3.
|
2 | |
Item 4.
|
2 | |
Item 5.
|
3 | |
Item 6.
|
4 | |
Item 7.
|
4 | |
Item 8.
|
5 | |
Item 9.
|
6 | |
Item 10.
|
6 | |
Item 11.
|
6 | |
Item 12.
|
6 | |
Item 13.
|
7 | |
Item 14.
|
7 | |
Item 15.
|
7 | |
Item 16.
|
7 |
Item 1.
|
Summary Te
rm
Sheet.
|
|
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
||
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING”
|
||
Item 2.
|
Subject
Company Information
.
|
|
(a)
|
Name and Address.
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
|
“THE PARTIES TO THE MERGER—99¢ Only Stores”
|
||
(b)
|
Securities.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
“THE SPECIAL MEETING—Record Date and Quorum”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Ownership of Common Stock by Certain Beneficial Owners and Directors and Executive Officers”
|
||
(c)
|
Trading Market and Price.
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
|
“IMPORTANT INFORMATION REGARDING THE COMPANY—Market Price of Common Stock and Dividend Information”
|
||
(d)
|
Dividends.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
“THE MERGER AGREEMENT—Conduct of Business Prior to Closing”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Market Price of Common Stock and Dividend Information”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
|
||
(e)
|
Prior Public Offerings.
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
|
“IMPORTANT INFORMATION REGARDING THE COMPANY—Transactions in Common Stock”
|
||
(f)
|
Prior Stock Purchases.
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
|
“IMPORTANT INFORMATION REGARDING THE COMPANY—Transactions in Common Stock”
|
||
Item 3.
|
Identity and Backg
ro
und of Filing Person.
|
|
(a)
|
Name and Address.
The Company is the subject company. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
“SUMMARY TERM SHEET—The Parties Involved in the Merger”
“THE PARTIES TO THE MERGER”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Directors and Executive Officers of the Company”
“IMPORTANT INFORMATION REGARDING PARENT, MERGER SUB, THE ARES FILING PERSONS AND CPPIB”
“IMPORTANT INFORMATION REGARDING THE ROLLOVER INVESTORS”
|
||
(b)
|
Business and Background of Entities.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
“SUMMARY TERM SHEET—The Parties Involved in the Merger”
“THE PARTIES TO THE MERGER”
“IMPORTANT INFORMATION REGARDING PARENT, MERGER SUB, THE ARES FILING PERSONS AND CPPIB”
“IMPORTANT INFORMATION REGARDING THE ROLLOVER INVESTORS”
|
||
(c)
|
Business and Background of Natural Persons.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
“IMPORTANT INFORMATION REGARDING THE COMPANY—Directors and Executive Officers of the Company”
“IMPORTANT INFORMATION REGARDING PARENT, MERGER SUB, THE ARES FILING PERSONS AND CPPIB”
“IMPORTANT INFORMATION REGARDING THE ROLLOVER INVESTORS”
|
||
Item 4.
|
Terms of the Trans
acti
on.
|
|
(a)(1) | Tender Offers. Not applicable. | |
(a)(2)
|
Material Terms.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Purpose and Reasons for the Merger; Recommendation of Our Special Committee and Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Purpose and Reasons for the Merger for the Rollover Investors”
“SPECIAL FACTORS—Purpose and Reasons for the Merger for Parent, Merger Sub, the Ares Filing Persons and
CPPIB”
“SPECIAL FACTORS—Material United States Federal Income Tax Consequences”
“THE SPECIAL MEETING”
“THE MERGER AGREEMENT”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
|
(c) | Different Terms. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference: | |
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Effects of the Merger”
“SPECIAL FACTORS—Financing of the Merger”
“SPECIAL FACTORS—Voting Agreement”
“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”
“SPECIAL FACTORS—Golden Parachute Compensation”
“THE MERGER AGREEMENT—Treatment of Stock Options, Restricted Stock Units and Performance Stock Units”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
|
||
(d)
|
Appraisal Rights.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
“SUMMARY TERM SHEET—Dissenters’ Rights”
“QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING”
“DISSENTERS’ RIGHTS”
“ANNEX C—CHAPTER 13 OF THE CALIFORNIA CORPORATIONS CODE”
|
||
(e)
|
Provisions For Unaffiliated Security Holders.
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
|
“SPECIAL FACTORS—Provisions for Unaffiliated Shareholders”
|
||
(f)
|
Eligibility for Listing or Trading
.
Not applicable.
|
|
Item 5.
|
Past Contacts, Trans
ac
tions, Negotiations and Agreements
.
|
|
(a)
|
Transactions.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
“SUMMARY TERM SHEET—Interests of the Company’s Directors and Executive Officers in the Merger”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”
“SPECIAL FACTORS—Golden Parachute Compensation”
|
||
(b)-(c)
|
Significant Corporate Events; Negotiations or Contacts.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
“SUMMARY TERM SHEET—The Merger”
“QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Purpose and Reasons for the Merger; Recommendation of Our Special Committee and Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Position of the Rollover Investors as to the Fairness of the Merger”
“SPECIAL FACTORS—Position of Parent, Merger Sub, the Ares Filing Persons and CPPIB as to the Fairness of the Merger”
“SPECIAL FACTORS—Effects of the Merger”
“SPECIAL FACTORS—Financing of the Merger”
“SPECIAL FACTORS—Remedies; Limited Guarantees”
“SPECIAL FACTORS—Voting Agreement”
“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”
“THE SPECIAL MEETING—Vote Required for Approval”
“THE SPECIAL MEETING—Voting Agreement”
“THE MERGER AGREEMENT”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
|
||
(e)
|
Agreements Involving the Subject Company’s Securities.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Purpose and Reasons for the Merger; Recommendation of Our Special Committee and Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Effects of the Merger”
“SPECIAL FACTORS—Financing of the Merger”
“SPECIAL FACTORS—Voting Agreement”
“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”
“SPECIAL FACTORS—Golden Parachute Compensation”
“THE SPECIAL MEETING—Vote Required for Approval”
“THE SPECIAL MEETING—Voting Agreement”
“THE MERGER AGREEMENT”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Transactions in Common Stock”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Ownership of Common Stock by Certain Beneficial Owners and Directors and Executive Officers”
“WHERE YOU CAN FIND MORE INFORMATION”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
|
Item 6. | Purposes of the Transaction and Plans or Proposals. | |
(b)
|
Use of Securities Acquired.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Plans for the Company After the Merger”
“SPECIAL FACTORS—Effects of the Merger”
“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”
“SPECIAL FACTORS—Golden Parachute Compensation”
“THE MERGER AGREEMENT—Merger Consideration”
“THE MERGER AGREEMENT—Payment Procedures”
“THE MERGER AGREEMENT—Treatment of Stock Options, Restricted Stock Units and Performance Stock Units”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
|
||
(c)(1)-
(8)
|
Plans.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Plans for the Company After the Merger”
“SPECIAL FACTORS—Effects of the Merger”
“SPECIAL FACTORS—Financing of the Merger”
“SPECIAL FACTORS—Voting Agreement”
“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”
“SPECIAL FACTORS—Golden Parachute Compensation”
“THE MERGER AGREEMENT”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
|
||
Item 7.
|
Purposes, Alte
rn
atives, Reasons and Effects.
|
|
(a)
|
Purposes.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Purpose and Reasons for the Merger; Recommendation of Our Special Committee and Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Purpose and Reasons for the Merger for the Rollover Investors”
“SPECIAL FACTORS—Purpose and Reasons for the Merger for Parent, Merger Sub, the Ares Filing Persons and CPPIB”
“SPECIAL FACTORS—Position of the Rollover Investors as to the Fairness of the Merger”
“SPECIAL FACTORS—Position of Parent, Merger Sub, the Ares Filing Persons and CPPIB as to the Fairness of the Merger”
“SPECIAL FACTORS—Plans for the Company After the Merger”
“SPECIAL FACTORS—Effects of the Merger”
“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”
“SPECIAL FACTORS—Golden Parachute Compensation”
|
||
(b)
|
Alternatives.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Purpose and Reasons for the Merger; Recommendation of Our Special Committee and Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Plans for the Company After the Merger”
“SPECIAL FACTORS—Effects on the Company if the Merger is Not Completed”
|
||
(c)
|
Reasons.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Purpose and Reasons for the Merger; Recommendation of Our Special Committee and Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Opinion of Financial Advisor to Our Special Committee and Board of Directors”
“SPECIAL FACTORS—Purpose and Reasons for the Merger for the Rollover Investors”
“SPECIAL FACTORS—Purpose and Reasons for the Merger for Parent, Merger Sub, the Ares Filing Persons and CPPIB”
“SPECIAL FACTORS—Plans for the Company After the Merger”
“SPECIAL FACTORS—Effects of the Merger”
“ANNEX B—OPINION OF LAZARD FR
È
RES & CO. LLC”
|
||
(d)
|
Effects.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Purpose and Reasons for the Merger; Recommendation of Our Special Committee and Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Plans for the Company After the Merger”
“SPECIAL FACTORS—Effects of the Merger”
“SPECIAL FACTORS—Effects on the Company if the Merger is Not Completed”
“SPECIAL FACTORS—Financing of the Merger”
“SPECIAL FACTORS—Material United States Federal Income Tax Consequences”
“SPECIAL FACTORS—Remedies; Limited Guarantees”
“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”
“SPECIAL FACTORS—Golden Parachute Compensation”
“SPECIAL FACTORS—Estimated Fees and Expenses of the Merger”
“THE MERGER AGREEMENT”
“DISSENTERS’ RIGHTS”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
“ANNEX C—CHAPTER 13 OF THE CALIFORNIA CORPORATIONS CODE”
|
Item 8.
|
Fairness of the Transa
cti
on.
|
|
(a)
|
Fairness.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
|
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Purpose and Reasons for the Merger; Recommendation of Our Special Committee and Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Opinion of Financial Advisor to Our Special Committee and Board of Directors”
“SPECIAL FACTORS—Position of the Rollover Investors as to the Fairness of the Merger”
“SPECIAL FACTORS—Position of Parent, Merger Sub, the Ares Filing Persons and CPPIB as to the Fairness of the Merger”
“ANNEX B—OPINION OF LAZARD FR
È
RES & CO. LLC”
See also the presentations attached hereto as exhibits (c)(2) and (c)(3) and incorporated by reference herein, which were prepared by Lazard Fr
è
res & Co. LLC, the financial advisor to the special committee of the Board of Directors of the Company.
|
|
(b)
|
Factors Considered in Determining Fairness.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Purpose and Reasons for the Merger; Recommendation of Our Special Committee and Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Opinion of Financial Advisor to Our Special Committee and Board of Directors”
“SPECIAL FACTORS—Position of the Rollover Investors as to the Fairness of the Merger”
“SPECIAL FACTORS—Position of Parent, Merger Sub, the Ares Filing Persons and CPPIB as to the Fairness of the Merger”
“ANNEX B—OPINION OF LAZARD FR
È
RES & CO. LLC”
See also the presentations attached hereto as exhibits (c)(2) and (c)(3) and incorporated by reference herein, which were prepared by Lazard Fr
è
res & Co. LLC, the financial advisor to the special committee of the Board of Directors of the Company.
|
||
(c)
|
Approval of Security Holders.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Purpose and Reasons for the Merger; Recommendation of Our Special Committee and Board of Directors; Fairness of the Merger”
“THE SPECIAL MEETING—Record Date and Quorum”
“THE SPECIAL MEETING—Vote Required for Approval”
“THE MERGER AGREEMENT—Effective Time”
“THE MERGER AGREEMENT—Conditions to the Completion of the Merger”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
|
||
(d) |
Unaffiliated Representative
.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
“SUMMARY TERM SHEET—Opinion of Financial Advisor to Our Special Committee and Board of Directors”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Purpose and Reasons for the Merger; Recommendation of Our Special Committee and Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Opinion of Financial Advisor to Our Special Committee and Board of Directors”
“SPECIAL FACTORS—Provisions for Unaffiliated Shareholders”
“ANNEX B—OPINION OF LAZARD FR
È
RES & CO. LLC”
|
(e)
|
Approval of Directors.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
|
“SUMMARY TERM SHEET—Recommendation of Our Special Committee and Board of Directors”
“QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Purpose and Reasons for the Merger; Recommendation of Our Special Committee and Board of Directors; Fairness of the Merger”
|
|
(f)
|
Other Offers.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Purpose and Reasons for the Merger; Recommendation of Our Special Committee and Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Position of the Rollover Investors as to the Fairness of the Merger”
“SPECIAL FACTORS—Position of Parent, Merger Sub, the Ares Filing Persons and CPPIB as to the Fairness of the Merger”
|
Item 9.
|
Reports, Opinions, Appraisals and
Neg
otiations.
|
|
(a)-(b)
|
Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Purpose and Reasons for the Merger; Recommendation of Our Special Committee and Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Opinion of Financial Advisor to Our Special Committee and Board of Directors”
“SPECIAL FACTORS—Presentations of Guggenheim Securities, LLC to the Gold/Schiffer Family”
“SPECIAL FACTORS—Position of the Rollover Investors as to the Fairness of the Merger”
“THE MERGER AGREEMENT—Representations and Warranties”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
“ANNEX B—OPINION OF LAZARD FR
È
RES & CO. LLC”
See also the presentations attached hereto as exhibits (c)(2) and (c)(3) and incorporated by reference herein, which were prepared by Lazard Fr
è
res & Co. LLC, the financial advisor to the special committee of the Board of Directors of the Company, and the presentations attached hereto as (c)(4), (c)(5) and (c)(6) and incorporated by reference herein, which were prepared by Guggenheim Securities, LLC, the financial advisor to the Gold/Schiffer Family.
|
||
(c)
|
Availability of Documents.
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
|
|
“WHERE YOU CAN FIND MORE INFORMATION”
The reports, opinions or appraisals referenced in this Item 9 are available for inspection and copying at the Company’s principal executive offices at 4000 Union Pacific Avenue, City of Commerce, California 90023, during regular business hours by any interested holder of Company common stock or any representative who has been so designated in writing.
|
Item 10.
|
Source and Amounts
of Funds
or Other Consideration.
|
|
(a)-(d)
|
Source of Funds; Conditions; Expenses; Borrowed Funds.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Financing of the Merger”
“SPECIAL FACTORS—Remedies; Limited Guarantees”
“SPECIAL FACTORS—Estimated Fees and Expenses of the Merger”
“THE MERGER AGREEMENT”
“THE MERGER AGREEMENT—Termination of the Merger Agreement”
“THE MERGER AGREEMENT—Liability Cap and Limitation on Remedies”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
|
||
Item 11.
|
Interest in Securities of the Subject Company. | |
(a)
|
Securities Ownership.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
“SUMMARY TERM SHEET”
“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”
“SPECIAL FACTORS—Golden Parachute Compensation”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Transactions in Common Stock”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Ownership of Common Stock by Certain Beneficial Owners and Directors and Executive Officers”
|
||
(b)
|
Securities Transactions.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
“THE SPECIAL MEETING—Voting Agreement”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Transactions in Common Stock”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Ownership of Common Stock by Certain Beneficial Owners and Directors and Executive Officers”
|
||
Item 12.
|
The Solicitation or
Recommendation
.
|
|
(d)
|
Intent to Tender or Vote in a Going-Private Transaction.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Purpose and Reasons for the Merger; Recommendation of Our Special Committee and Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS—Financing of the Merger”
“SPECIAL FACTORS—Voting Agreement”
“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”
“SPECIAL FACTORS—Golden Parachute Compensation”
“THE SPECIAL MEETING—Vote Required for Approval”
“THE SPECIAL MEETING—Voting Agreement”
|
(e)
|
Recommendation of Others.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
“SUMMARY TERM SHEET”
“QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Background of the Merger”
“SPECIAL FACTORS—Purpose and Reasons for the Merger; Recommendation of Our Special Committee and Board of Directors; Fairness of the Merger”
“SPECIAL FACTORS
—
Position of the Rollover Investors as to the Fairness of the Merger
”
“SPECIAL FACTORS—Position of Parent, Merger Sub, the Ares Filing Persons and CPPIB as to the Fairness of the Merger”
“THE MERGER AGREEMENT—Representations and Warranties”
“ANNEX A—AGREEMENT AND PLAN OF MERGER”
|
||
Item 13.
|
Financial St
ate
ments.
|
|
(a)
|
Financial Information.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
“SPECIAL FACTORS—Certain Projections”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Selected Historical Financial Data”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Ratio of Earnings to Fixed Charges”
“IMPORTANT INFORMATION REGARDING THE COMPANY—Book Value Per Share”
“WHERE YOU CAN FIND MORE INFORMATION”
|
||
(b)
|
Pro Forma Information.
Not applicable.
|
|
Item 14.
|
Persons/
Assets,
Retained, Employed, Compensated or Used.
|
|
(a)
|
Solicitations or Recommendations.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
“QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Estimated Fees and Expenses of the Merger”
“THE SPECIAL MEETING—Solicitation of Proxies”
“THE SPECIAL MEETING—Questions and Additional Information”
|
||
(b)
|
Employees and Corporate Assets.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
“QUESTIONS AND ANSWERS ABOUT THE MERGER AND THE SPECIAL MEETING”
“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”
“SPECIAL FACTORS—Golden Parachute Compensation”
“THE SPECIAL MEETING—Solicitation of Proxies”
|
||
Item 15.
|
Additional
Information.
|
|
(b)
|
Golden Parachute Compensation.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
|
|
“SUMMARY TERM SHEET—Treatment of Stock Options, Restricted Stock Units and Performance Stock Units”
“SPECIAL FACTORS—Interests of the Company’s Directors and Executive Officers in the Merger”
“SPECIAL FACTORS—Golden Parachute Compensation”
“THE MERGER AGREEMENT—Treatment of Stock Options, Restricted Stock Units and Performance Stock Units”
|
||
(c)
|
Other Material Information.
The entirety of the Proxy Statement, including all annexes thereto, is incorporated herein by reference.
|
|
Item 16.
|
Exhib
its
.
|
|
(a)(1)
|
Not applicable.
|
|
(a)(2)(i)
|
Definitive Proxy Statement of 99¢ Only Stores, incorporated by reference to the Schedule 14A filed with the Securities and Exchange Commission on December 12, 2011 (the “Proxy Statement”).
|
|
(a)(2)(ii)
|
Form of Proxy Card, incorporated herein by reference to the Proxy Statement.
|
|
(a)(2)(iii)
|
Letter to Shareholders, incorporated herein by reference to the Proxy Statement.
|
|
(a)(2)(iv)
|
Notice of Special Meeting of Shareholders, incorporated herein by reference to the Proxy Statement.
|
|
(a)(3)(i)
|
Press Release issued by 99¢ Only Stores, dated October 11, 2011, incorporated by reference to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on October 11, 2011.
|
|
(a)(3)(ii)
|
Internal Employee Announcement, dated October 11, 2011, incorporated by reference to the Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on October 11, 2011.
|
(a)(3)(iii)
|
Employee Frequently Asked Questions About Going Private Transaction, incorporated by reference to the Current Report on Form 8-K filed by 99¢ Only Stores with the Securities and Exchange Commission on October 11, 2011.
|
|
(a)(4)
|
Not applicable.
|
|
(a)(5)
|
Current Report on Form 8-K filed by 99¢ Only Stores with the Securities and Exchange Commission on October 11, 2011, incorporated by reference.
|
|
(b)
|
Project Number Amended and Restated Credit Facilities Commitment Letter, dated October 31, 2011, incorporated by reference to Exhibit 11 of Amendment No. 1 to the Schedule 13D filed by Number Holdings, Inc. et. al. with the Securities and Exchange Commission on November 2, 2011.
|
|
(c)(1)
|
Opinion of Lazard Fr
è
res & Co. LLC, dated October 11, 2011, incorporated herein by reference to Annex B of the Proxy Statement.
|
|
(c)(2)
|
Preliminary Materials Prepared for Discussion, dated July 2011, provided to the Special Committee of the Board of Directors of 99¢ Only Stores by Lazard Fr
è
res & Co. LLC incorporated by reference to the Schedule 13E-3 filed by the Filing Persons with the Securities and Exchange Commission on October 27, 2011.
|
|
(c)(3)
|
Materials Prepared for Discussion, dated October 10, 2011, provided to the Special Committee of the Board of Directors of 99¢ Only Stores by Lazard Fr
è
res & Co. LLC incorporated by reference to the Schedule 13E-3 filed by the Filing Persons with the Securities and Exchange Commission on October 27, 2011.
|
|
(c)(4)
|
Project Noble Comparison of Bids, dated September 30, 2011, provided to the Gold/Schiffer Family by Guggenheim Securities, LLC incorporated by reference to the Schedule 13E-3 filed by the Filing Persons with the Securities and Exchange Commission on October 27, 2011.
|
|
(c)(5)
|
Project Noble Discussion Materials, dated October 3, 2011, provided to the Gold/Schiffer Family by Guggenheim Securities, LLC incorporated by reference to the Schedule 13E-3 filed by the Filing Persons with the Securities and Exchange Commission on October 27, 2011.
|
|
(c)(6)
|
Presentation Regarding Project Noble Analysis of Transaction Alternatives, dated October 5, 2011, provided to the Gold/Schiffer Family by Guggenheim Securities, LLC incorporated by reference to the Schedule 13E-3 filed by the Filing Persons with the Securities and Exchange Commission on October 27, 2011.
|
|
(d)(1)
|
Agreement and Plan of Merger among Number Holdings, Inc., Number Merger Sub, Inc. and 99 Cents Only Stores, dated October 11, 2011, incorporated herein by reference to Annex A of the Proxy Statement.
|
|
(d)(2)
|
Limited Guarantee, dated as of October 11, 2011, by Ares Corporate Opportunities Fund III, L.P. in favor of 99¢ Only Stores, incorporated by reference to Exhibit 10.1 of the Current Report on Form 8-K filed by 99¢ Only Stores with the Securities and Exchange Commission on October 11, 2011.
|
|
(d)(3)
|
Limited Guarantee, dated as of October 11, 2011, by the Canada Pension Plan Investment Board in favor of 99¢ Only Stores, incorporated by reference to Exhibit 10.2 of the Current Report on Form 8-K filed by 99¢ Only Stores with the Securities and Exchange Commission on October 11, 2011.
|
|
(d)(4)
|
Ares Sponsor Equity Commitment Letter, dated as of October 11, 2011, by and among Ares Corporate Opportunities Fund III, L.P. and Number Holdings, Inc., incorporated by reference to Exhibit 99.1 of Amendment No. 1 to the Schedule 13D filed by David Gold et al. with the Securities and Exchange Commission on October 12, 2011.
|
|
(d)(5)
|
CPPIB Sponsor Equity Commitment Letter, dated as of October 11, 2011, by and among Canada Pension Plan Investment Board and Number Holdings, Inc., incorporated by reference to Exhibit 99.2 of Amendment No. 1 to the Schedule 13D filed by David Gold et al. with the Securities and Exchange Commission on October 12, 2011.
|
|
(d)(6)
|
Voting Agreement, dated as of October 11, 2011, by and among Number Holdings, Inc., The Gold Revocable Trust Dated 10/26/2005, Howard Gold, Jeff Gold, Karen Schiffer, Eric Schiffer and Au Zone Investments #2, L.P., incorporated by reference to Exhibit 99.8 of Amendment No. 1 to the Schedule 13D filed by David Gold et al. with the Securities and Exchange Commission on October 12, 2011.
|
|
(d)(7)
|
Equity Rollover Letter, dated as of October 11, 2011, by and among Number Holdings, Inc., The Gold Revocable Trust Dated 10/26/2005, Howard Gold, Jeff Gold, Karen Schiffer and Eric Schiffer, incorporated by reference to Exhibit 99.3 of Amendment No. 1 to the Schedule 13D filed by David Gold et al. with the Securities and Exchange Commission on October 12, 2011.
|
|
(d)(8) | Sponsor Side Letter, dated as of October 11, 2011, between Ares Corporate Opportunities Fund III, L.P. and Canada Pension Plan Investment Board, incorporated by reference to Exhibit 10 of the Schedule 13D filed by Number Holdings, Inc. et al. with the Securities and Exchange Commission on October 21, 2011. | |
(d)(9) | Form of Statutory Merger Agreement, incorporated herein by reference to Annex D of the Proxy Statement. | |
(e)
|
Not applicable.
|
|
(f)
|
Chapter 13 of the California Corporations Code, incorporated herein by reference to Annex C of the Proxy Statement.
|
|
(g)
|
Not applicable.
|
|
(h)
|
Not applicable.
|
99¢ ONLY STORES
|
|||
Date: December 12, 2011
|
By:
|
/s/
Eric Schiffer
|
|
Name:
|
Eric Schiffer
|
||
Title:
|
Chief Executive Officer
|
NUMBER HOLDINGS, INC.
|
|||
Date: December 12, 2011
|
By:
|
/s/ Michael Weiner | |
Name:
|
Michael Weiner | ||
Title:
|
Authorized Signatory |
NUMBER MERGER SUB, INC.
|
|||
Date: December 12, 2011
|
By:
|
/s/ Michael Weiner | |
Name:
|
Michael Weiner | ||
Title:
|
Authorized Signatory |
ARES CORPORATE OPPORTUNITIES FUND III, L.P.
|
|||
By: | ACOF Operating Manager III, LLC, Its Manager | ||
Date: December 12, 2011
|
By:
|
/s/ Michael Weiner | |
Name:
|
Michael Weiner | ||
Title:
|
Authorized Signatory |
ACOF MANAGEMENT III, L.P.
|
|||
Date: December 12, 2011
|
By:
|
ACOF Operating Manager III, LLC, Its General Partner | |
By: | /s/ Michael Weiner | ||
Name:
|
Michael Weiner | ||
Title:
|
Authorized Signatory
|
ACOF OPERATING MANAGER III, LLC
|
|||
Date: December 12, 2011
|
By: | /s/ Michael Weiner | |
Name: |
Michael Weiner
|
||
Title: |
Authorized Signatory
|
ARES MANAGEMENT LLC
|
|||
Date: December 12, 2011
|
By:
|
/s/ Michael Weiner | |
Name:
|
Michael Weiner
|
||
Title:
|
Authorized Signatory
|
ARES MANAGEMENT HOLDINGS LLC
|
|||
Date: December 12, 2011
|
By:
|
/s/ Michael Weiner | |
Name:
|
Michael Weiner
|
||
Title:
|
Authorized Signatory
|
ARES HOLDINGS LLC | |||
Date: December 12, 2011
|
By:
|
/s/ Michael Weiner | |
Name:
|
Michael Weiner
|
||
Title:
|
Authorized Signatory
|
ARES PARTNERS MANAGEMENT COMPANY LLC
|
|||
Date: December 12, 2011
|
By:
|
/s/ Michael Weiner | |
Name:
|
Michael Weiner
|
||
Title:
|
Authorized Signatory |
CANADA PENSION PLAN INVESTMENT BOARD
|
|||
Date: December 12, 2011
|
By:
|
/s/ Andr é Bourbonnais | |
Name:
|
Andr é Bourbonnais | ||
Title:
|
Authorized Signatory |
THE GOLD REVOCABLE TRUST DATED OCTOBER 26, 2005
|
|||
Date: December 12, 2011
|
By:
|
/s/ David Gold | |
Name:
|
David Gold
|
||
Title:
|
Co-Trustee
|
||
Date: December 12, 2011
|
By:
|
/s/ Sherry Gold | |
Name:
|
Sherry Gold
|
||
Title:
|
Co-Trustee
|
||
HOWARD GOLD
|
|||
Date: December 12, 2011
|
By:
|
/s/ Howard Gold | |
JEFF GOLD
|
|||
Date: December 12, 2011
|
By:
|
/s/ Jeff Gold | |
KAREN SCHIFFER
|
|||
Date: December 12, 2011
|
By:
|
/s/ Karen Schiffer | |
ERIC SCHIFFER
|
|||
Date: December 12, 2011
|
By:
|
/s/ Eric Schiffer | |
1 Year 99C Only Stores Chart |
1 Month 99C Only Stores Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions