SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K /A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 2, 1998
DOLLAR GENERAL CORPORATION
(Exact name of registrant as specified in its charter)
State or other jurisdiction of incorporation: Tennessee
Commission File Number: 0-4769
I.R.S. Employer Identification Number: 61-0502302
Address of principal executive offices: 104 Woodmont Blvd.
Suite 500
Nashville, TN
Zip Code: 37205
Registrant's telephone number, including area code: (615) 783-2000
Not Applicable
(Former name or former address, if changed since last report)
ITEM 5. OTHER EVENTS
On June 1, 1998 stockholders of Dollar General Corporation
approved a change in the state of incorporation of Dollar General
Corporation from Kentucky to Tennessee by approving the Agreement
and Plan of Merger by and between Dollar General Corporation, a
Kentucky corporation ("Dollar General-KY"), and Dollar General
Corporation-TN, a Tennessee corporation and wholly-owned subsidiary
of Dollar General-KY.
The Articles of Merger were filed with the respective office
of the Secretary of State for the State of Tennessee and the
Commonwealth of Kentucky and effective on June 2, 1998. Pursuant to
the Agreement and Plan of Merger, Dollar General-TN is the surviving
corporation and is the successor registrant under Rule 12g-3
promulgated under the Securities Exchange Act of 1934, as amended
(the "Exchange Act"). Upon effectiveness of the merger, Dollar
General-TN's name was changed to "Dollar General Corporation" as set
forth in the Agreement and Plan of Merger.
This Current Report on Form 8-K is filed pursuant to Rule 12g-
3(f) promulgated under the Exchange Act. By operation of paragraph
(a) under Rule 12g-3, the registrant's common stock, $.50 par value
per share, (the "Common Stock") is deemed registered under Section
12(b) of the Exchange Act and is a listed security on the New York
Stock Exchange.
Description of Registrant's Common Stock
The holders of Common Stock are entitled to one vote per share
on all matters to be voted upon by shareholders. Subject to prior
dividend rights and sinking fund or redemption or purchase rights
that may be applicable to any outstanding preferred stock, the
holders of Common Stock are entitled to share ratably in such
dividends, if any, as may be declared from time to time by the Board
of Directors in its discretion out of funds legally available
therefor. The holders of Common Stock are entitled to share ratably
in any assets remaining after satisfaction of all prior claims upon
liquidation of the Company. The holders of Common Stock are not
entitled to cumulative voting in the election of directors, which
means that the holders of a majority of the shares of voting for the
election of directors can elect all of the directors then standing
for election by the holders of Common Stock. The Company's Charter
gives holders of Common Stock no preemptive or other subscription or
conversion rights, and there are no redemption provisions with
respect to such shares. All outstanding shares of Common Stock are
fully paid and nonassessable. The rights, preferences and
privileges of holders of Common Stock are subject to, and may be
adversely affected by, the rights of holders of shares of any series
of preferred stock which the Company may designate and issue in the
future.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS
(c) Exhibits:
2.1 Agreement and Plan of Merger*
4.1 Charter*
4.2 Bylaws*
______________
*Incorporated by reference to Exhibits A, B and C, respectively,
from the Proxy Statement of Dollar General Corporation, the
predecessor registrant, dated April 29, 1998.
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.
DOLLAR GENERAL CORPORATION
Dated: June 2, 1998 By: /s/ Cal Turner, Jr.
Cal Turner, Jr.
Chairman, President and Chief
Executive Officer
EXHIBIT INDEX
Exhibit No.
2.1 Agreement and Plan of Merger*
4.1 Charter*
4.2 Bylaws*
____________________________
*Incorporated by reference to Exhibits A, B and C, respectively,
from the Proxy Statement of Dollar General Corporation, the
predecessor registrant, dated April 29, 1998.
