99 Cents Only Stores
Ticker: NDN 4000 East Union Pacific Avenue
Exchange: New York Stock Exchange City of Commerce, California 90023
Industry: Retail (213) 582-5999

Type of Shares:Common Shares Filing Date:3/27/96
U.S. Shares:4,250,000 Offer Date:5/23/96
Non-U.S. Shares:0 Filing Range:$11.00 - $13.00
Primary Shares:4,250,000 Offer Price:$14.50
Secondary Shares:0 Gross Spread:$1.01
Offering Amount: $51,000,000 Selling:$0.60
Expenses:$650,000 Reallowance:$0.20
Shares Out After:14,179,135

ManagerTierPhone
Everen Securities, Inc.Lead Manager (312) 574-6000
Crowell, Weedon & CoCo-manager (213) 620-1850
Natwest Securities LtdCo-manager (212) 602-4800

Auditor: Arthur Andersen
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 3/31/96 3/31/95 3/31/96
Revenue:$152.83$42.28$33.56Assets:$58.84
Net Income:$9.59$2.49$1.95Liabilities:$56.49
EPS:$0.75$0.19Equity:$2.35

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is a leading deep-discount retailer of primarily name-brand, close-out and regularly available general merchandise at an affordable, single price point. The company operates a chain of 38 value-division. The company believes that it operates the nation's oldest existing one-price general merchandise chain and that it was the first chain to sell all merchandise at a $.99 or $1.00 single price point. The company's stores are attractively merchandised, clean, full-service "destination" locations that offer customers significant value on their everyday household needs in an exciting shopping environment. Bargain Wholesale complements the company's retail operation by allowing the company to purchase in larger volume at more favorable pricing and to generate additional net sales with relatively small incremental increases in operating expenses.

Use of Proceeds
Proceeds from the offering will be used to fund a distribution of $39.9 million to pay notes issued and dividends payable declared to the existing shareholders in connection with the termination of the company's S Corporation status, to expand retail operations and for general corporate purposes.

Last updated: 10/28/96

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