Dollar General Corporation
DOLLAR GENERAL CORP (Form: 8-K, Received: 09/05/2014 13:03:25)

UNITED STATES

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):   September 5, 2014



Dollar General Corporation

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

Tennessee

001-11421

61-0502302

(State or other jurisdiction
of incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

 

 

 

 

 

 

100 Mission Ridge

Goodlettsville, Tennessee

 

37072

(Address of principal executive offices)

 

(Zip Code)

 

 

Registrant’s telephone number, including area code:   (615) 855-4000

 

 

 

 

 

 

 

(Former name or former address, if changed since last report)



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:


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

[  ]

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

[  ]

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

[  ]

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






ITEM 7.01

REGULATION FD DISCLOSURE.


On September 5, 2014, Dollar General Corporation (the “Company”) issued a press release regarding the Company’s September 2, 2014 revised proposal to acquire all of the outstanding shares of common stock of Family Dollar Stores, Inc. for $80.00 in cash. The press release is furnished as Exhibit 99 to this Current Report and is incorporated herein by reference.


The information in Exhibit 99 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended.


ITEM 8.01

OTHER EVENTS.


The information set forth in Item 7.01 is incorporated herein by reference.


ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.


(a)

Financial statements of businesses acquired.  N/A

(b)

Pro forma financial information.  N/A

(c)

Shell company transactions.  N/A

(d)

Exhibits.  See Exhibit Index immediately following the signature page hereto.




SIGNATURE


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.



Date:   September 5, 2014

DOLLAR GENERAL CORPORATION

 

 

 

 

 

 

 

 

 

 

By:

/s/ Rhonda M. Taylor

 

 

Rhonda M. Taylor

 

 

Senior Vice President and General Counsel


   



2






EXHIBIT INDEX



Exhibit No.

Description

 

 

99

Dollar General Corporation News Release dated September 5, 2014

 

 




3





[Logo of Dollar General Corporation]

100 Mission Ridge / Goodlettsville, Tennessee 37072-2170 / Telephone: (615) 855-4000 / www.dollargeneral.com


NEWS FOR IMMEDIATE RELEASE



DOLLAR GENERAL RESPONDS TO FAMILY DOLLAR REJECTION OF ENHANCED OFFER


COMPANY REMAINS COMMITTED TO ACQUIRING FAMILY DOLLAR



GOODLETTSVILLE, Tennessee September 5, 2014 In response to the decision by the Board of Directors of Family Dollar Stores, Inc. (NYSE: FDO) to reject Dollar General s enhanced all-cash proposal to acquire all outstanding shares of Family Dollar for $80.00 per share, Dollar General Corporation (NYSE: DG) today stated that it remains committed to acquiring Family Dollar and is currently evaluating its next steps.


Goldman, Sachs & Co. is acting as financial advisor to Dollar General and Simpson Thacher & Bartlett LLP is acting as its legal counsel.  


About Dollar General Corporation


Dollar General Corporation has been delivering value to shoppers for 75 years. Dollar General helps shoppers Save time. Save money. Every day!® by offering products that are frequently used and replenished, such as food, snacks, health and beauty aids, cleaning supplies, basic apparel, house wares and seasonal items at low everyday prices in convenient neighborhood locations. With more than 11,500 stores in 40 states, Dollar General has more retail locations than any retailer in America. In addition to high quality private brands, Dollar General sells products from America's most-trusted manufacturers such as Clorox, Energizer, Procter & Gamble, Hanes, Coca-Cola, Mars, Unilever, Nestle, Kimberly-Clark, Kellogg's, General Mills, and PepsiCo. For more information on Dollar General, please visit www.dollargeneral.com.  


Contact Information:

Investors:

Mary Winn Pilkington (615) 855-5536

Emma Jo Kauffman (615) 855-5525


Media:

Brunswick Group:

Steve Lipin or Shahed Larson (212) 333-3810


Dollar General Corporation:

Media Hotline (877) 944-DGPR (3477)

Dan MacDonald (615) 855-5209

Crystal Ghassemi (615) 855-5210