As filed with the Securities and Exchange Commission on June 14, 1999
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DOLLAR GENERAL CORPORATION
(Exact name of registrant as specified in its charter)
- --------------------------------------------------------------------------------
Tennessee 61-0502302
(State or other jurisdiction of (I.R.S. employer identification
incorporation or organization) number)
104 Woodmont Boulevard, Suite 500, Nashville, Tennessee 37205
(615) 783-2000
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
Robert C. Layne, Corporate Secretary
Dollar General Corporation
104 Woodmont Boulevard, Suite 300
Nashville, Tennessee 37205
(615) 783-2000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Approximate Date of Commencement of Proposed Sale to the Public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box.: X
If this Form is registering additional securities for an offering pursuant to
Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering.
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box.
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ----------------------------- ----------------- --------------------------- ------------------------------ ------------------
Title of Each Class of Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
Securities Registered (1) Price per Share (2) Offering Price (2) Registration Fee
to be Registered (2)
- ----------------------------- ----------------- --------------------------- ------------------------------ ------------------
<S> <C> <C> <C> <C>
Common Stock, par value 3,750,000 $29.53 $110,737,500 $30,785
$.50 per share
- ----------------------------- ----------------- --------------------------- ------------------------------ ------------------
</TABLE>
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission acting pursuant to said Section 8(a),
may determine.
(1) If, prior to the completion of the distribution of the common stock covered
by this registration statement, additional shares of common stock are
issued or issuable as a result of a stock split or stock dividend, this
registration statement shall be deemed to cover such additional shares
resulting from the stock split or stock dividend pursuant to Rule 416.
(2) Calculated based upon the average of the high and low prices as reported by
the New York Stock Exchange and published in the Wall Street Journal as of
a date within five (5) business days prior to the date of filing this
registration statement in accordance with Rule 457(c).
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DOLLAR GENERAL DIRECT STOCK PURCHASE PLAN
This Prospectus describes the Dollar General Direct Stock Purchase Plan
effective June 14, 1999 (the "Plan). The Plan promotes long-term ownership in
Dollar General Corporation ("Dollar General" or the "Company") by offering:
- A simple, cost-effective method for purchasing shares of Dollar
General stock directly from the Company;
- A way to increase your holdings in Dollar General by reinvesting
your cash dividends;
- The opportunity to purchase additional shares by making optional
cash investments.
You do not have to be a current shareholder of Dollar General to participate in
the Plan. You can purchase your first shares of Dollar General stock through the
Plan, by making an initial investment of $50.00 or more, which includes an
enrollment fee of $5.00.
TABLE OF CONTENTS
DESCRIPTION PAGE
- ----------- ----
SUMMARY OF THE PLAN..........................................................1
ADMINISTRATOR OF THE PLAN....................................................2
ENROLLMENT...................................................................2
INVESTMENT OPTIONS...........................................................3
PURCHASE OF SHARES FOR THE PLAN..............................................3
SALE OF SHARES FOR THE PLAN..................................................4
SAFEKEEPING OF YOUR STOCK CERTIFICATES AND BOOK ENTRY........................5
GIFTS OR TRANSFERS OF SHARES ................................................5
ISSUANCE OF CERTIFICATES.....................................................5
CLOSING YOUR ACCOUNT.........................................................5
TRACKING YOUR INVESTMENTS....................................................6
U.S. FEDERAL INCOME TAX INFORMATION..........................................6
MISCELLANEOUS................................................................7
STOCK SPLITS, STOCK DIVIDENDS AND OTHER DISTRIBUTIONS........................8
VOTING OF PROXIES............................................................8
RESPONSIBILITY OF ADMINISTRATOR AND DOLLAR GENERAL CORPORATION...............8
LEGAL MATTERS................................................................8
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PLAN MODIFICATION OR TERMINATION.............................................8
CHANGE OF ELIGIBILITY; TERMINATION...........................................8
FOREIGN PARTICIPATION........................................................8
EXPERTS......................................................................9
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
REGULATORS HAVE DETERMINED IF THIS PROSPECTUS IS ACCURATE OR ADEQUATE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
iii
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DOLLAR GENERAL CORPORATION
Dollar General is a leading discount retailer of quality general
merchandise at everyday low prices through its conveniently located stores. The
Company's stores offer a focused assortment of consumable basic merchandise
including health and beauty aids, packaged food products, cleaning supplies,
housewares, stationery, seasonal goods, non-fashion apparel and domestics.
Through convenient neighborhood locations, Dollar General Stores primarily serve
low, middle and fixed income families. As of April 30, 1999, the Company
operated 3,852 stores located in 24 states, primarily in the Midwestern and
southeastern United States. Its principal executive offices are located at 104
Woodmont Boulevard, Nashville, Tennessee 37205, and its telephone number is
(615) 783-2000.
SUMMARY OF THE PLAN
- ENROLLMENT: Non- shareholders may join by submitting a completed
Enrollment Form and making an initial investment of at least $50.00, but not
more than $7,500.00, which includes an enrollment fee of $5.00. Existing Dollar
General shareholders, whose common stock is registered in their names, can
participate by submitting a completed Enrollment Form along with a $5.00 check
or money order for the Enrollment Fee. If your shares are held in a brokerage
account, you may participate directly by registering some or all of your shares
in your name or becoming a shareholder of record by enrolling in the Plan in the
same way as a non-shareholder.
- REINVESTMENT OF DIVIDENDS: You can reinvest all or a portion of your
cash dividends toward the purchase of additional shares of Dollar General stock.
Dividends will be automatically reinvested unless you indicate on the Enrollment
Form that you want to have dividend checks mailed to you. You may select a
partial dividend reinvestment of 25%, 50% or 75% of the shares held by you and
receive a check for the remainder of the cash dividend on your shares.
- OPTIONAL CASH INVESTMENTS: After you are enrolled in the Plan, you
can buy additional shares of Dollar General stock without paying any fees. There
is no minimum optional cash investment amount. The maximum purchase amount is
$7,500.00 per month. You can pay by check, money order or have your payment
automatically withdrawn from your bank account.
- FULL INVESTMENT: Full investment of your dividends is possible
because the Company will credit your account with both whole and fractional
shares. Dollar General pays dividends on both whole shares and fractional
shares.
- SAFEKEEPING OF CERTIFICATES: You may deposit your Dollar General
common stock certificates with the Administrator for safekeeping at no cost to
you. A certificate for your shares will be sent to you, free of charge, upon
request.
- GIFTS OR TRANSFERS OF SHARES: Once enrolled in the Plan, you can give
or transfer your Dollar General shares to others by completing the bottom
portion of your account statement (or writing a letter) indicating the number of
shares that you wish to give.
- SELL SHARES CONVENIENTLY: You may sell the Dollar General stock
held in your Plan account. A transaction fee of $10.00 plus broker commission
will be charged for each sale.
- TRACKING YOUR INVESTMENT: You will receive a statement or a
notification after each investment. Statements provide the details of the
investment and show the share balance in your Plan account. Quarterly
reinvestment statements will provide all share activity occurring in the
calendar year.
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ADMINISTRATOR OF THE PLAN
Dollar General has designated Registrar and Transfer Company to
administer the Plan and act as Agent for the participants (the AAdministrator@).
The Administrator will purchase and hold shares of stock for Plan participants,
keep records, send statements, and perform other duties required by the Plan.
THE ADMINISTRATOR MAY BE CONTACTED AS DETAILED BELOW.
INQUIRIES: For information about the Dollar General Direct Stock Purchase and
Dividend Reinvestment Plan:
Call the Administrator: (800) 368-5948
Outside the United States call collect: (800) 368-5948
FAX: (908) 497-2312
Written requests and notices should be mailed as follows:
Registrar and Transfer Company
Direct Purchase/DRP Department
10 Commerce Drive
Cranford, New Jersey 07016-3572
Please include your daytime telephone number with all correspondence.
ENROLLMENT
You are eligible to participate in the Plan if you meet the
requirements outlined below. If you live outside the United States, you should
first determine if there are any governmental regulations that would prohibit
your participation in the Plan.
- IF YOU DO NOT CURRENTLY OWN ANY DOLLAR GENERAL STOCK, you can join
the Plan by making an initial investment of at least $50.00, but not more than
$7,500.00. You can get started in the Plan by returning a completed Enrollment
Form to the Administrator along with your check or money order payable to
Registrar and Transfer Company. A $5.00 enrollment fee will be deducted from
your initial investment. The Administrator will arrange for the purchase of
shares for your account but will not pay interest on amounts held pending
investment. Please allow two weeks for your account to be established, initial
shares to be purchased and a statement mailed to you. (See "Purchase of Shares
for the Plan")
- IF YOU ALREADY OWN DOLLAR GENERAL STOCK AND THE SHARES ARE REGISTERED
IN YOUR NAME, you may join the Plan by returning to the Administrator a
completed Enrollment Form and a $5.00 check or money order for the enrollment
fee.
- IF YOUR SHARES ARE HELD IN A BROKERAGE, BANK OR OTHER INTERMEDIARY
ACCOUNT, and you wish to participate directly in the Plan, you should direct
your broker, bank, or trustee to register at least one (1) of your Dollar
General shares directly in your name or become a shareholder of record by
enrolling in the Plan in the same way as a non-shareholder. You can then get
started in the Plan by returning a completed Enrollment Form and the enrollment
fee to the Administrator.
INVESTMENT OPTIONS
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Once enrolled in the Plan, you have the following choices:
- DIVIDEND REINVESTMENT: You can choose to reinvest all or a 25%, 50%
or 75% portion of the regular cash dividend paid on the shares held by you. If
you elect to invest only a portion of your dividend you will receive a check for
the remainder of the cash dividend on your shares. You can change your dividend
reinvestment election at any time by notifying the Administrator. For a
particular dividend to be reinvested, your notification must be received prior
to the record date for that dividend. (The record date is normally 14 days prior
to the payment date.)
If you elect to reinvest your dividends, you must choose one of the
following when completing the Dividend Reinvestment section of the Enrollment
Form:
Full Dividend Reinvestment: Purchase additional shares by reinvesting
all of your cash dividends.
Partial Dividend Reinvestment: Reinvest a cash dividend payment based
on the percentage of certificated shares you specify. Receive the
dividends on all remaining shares held by you in certificate form. This
option allows you to receive a fixed amount of cash each quarter
(assuming the dividend stays the same).
If you do not select a dividend reinvestment option all dividends paid
on shares held in theplan will be automatically reinvested.
OPTIONAL CASH INVESTMENTS: You can purchase additional shares of Dollar
General common stock by using the Plan's optional cash investment feature. You
cannot invest more than $7,500.00 per month. Interest will not be paid on
amounts held pending investment.
BY CHECK OR MONEY ORDER: You may make optional cash investments by
sending a check or money order payable to Registrar and Transfer Company. Do not
send cash. To facilitate processing of your investment, please use the
transaction stub located on the bottom of your statement. Mail your investment
and transaction stub to the address specified on the statement. You may not sell
or withdraw shares purchased by check for a period of 14 days from the receipt
of the check by the Plan. A $40.00 fee will be assessed for a check that is
returned for insufficient funds.
BY AUTOMATIC WITHDRAWAL FROM YOUR BANK ACCOUNT: If you wish to make
regular monthly purchases, you can authorize an automatic monthly withdrawal
from your bank account. To initiate monthly bank drafts, simply complete the
"Automatic Investment" portion of the Enrollment Form and return the completed
form, along with a canceled check to Registrar and Transfer Company. This
feature enables you to make ongoing investments without writing a check. Funds
will be deducted from your account on the 10th day of each month. If this date
falls on a bank holiday or weekend, funds will be deducted on the next business
day. Please allow four to six weeks for the first automatic monthly withdrawal
to be initiated. You must notify the Administrator in writing to change or
terminate automatic withdrawal.
BY PAYROLL DEDUCTION: Employees wishing to initiate payroll deductions
to purchase shares through the Plan should complete the Enrollment Form and
forward it to the Corporate Securities Department at Dollar General. The initial
minimum investment and enrollment fee will be waived to Dollar General employees
who enroll using this option.
<PAGE>
PURCHASE OF SHARES FOR THE PLAN
- PURCHASE INTERVALS: The Administrator will make arrangements to use
initial and optional cash investments to purchase Dollar General shares of
common stock as promptly as practical, but at least once each week. The
Administrator will use reinvested dividends to purchase shares as promptly as
practical after the dividend payment date, normally within one week. Purchases
may be made over a number of days to meet the requirements of the Plan.
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In the unlikely event that, as a result of unusual market conditions, the
Administrator is unable to invest the funds within 30 days, the Administrator
will return the funds to participants by check.
- SOURCE AND PRICING OF SHARES:
SOURCE OF SHARES: Common stock needed to meet the requirements of the
Plan will either be purchased in the open market or issued directly by Dollar
General from authorized but unissued shares or treasury shares.
SHARES PURCHASED IN THE OPEN MARKET: If the shares are purchased in the
open market, your price per share will be the weighted average price of all
shares purchased by the Plan Administrator's broker for each aggregate order
placed by the Plan Administrator. All fractional shares are calculated to four
decimals and are credited to your account.
SHARES PURCHASED FROM DOLLAR GENERAL: If the shares are purchased from
Dollar General, your price per share for initial and optional cash investments
will be the average of the daily high and low sale prices quoted on the New York
Stock Exchange (NYSE) Composite Transactions listing for the day the shares are
purchased. For reinvestment of dividends, your price per share will be the
average of the daily high and low sale prices quoted on the NYSE Composite
Transactions listing for the three day period surrounding the dividend payment
date. If there is no trading of Dollar General stock on the NYSE for a
substantial period of time during the pricing period, then the price per share
will be determined by Dollar General on the basis of such market quotations as
it considers appropriate.
TIMING AND CONTROL: Because the Administrator will arrange for the
purchase of shares on behalf of the Plan, neither Dollar General Corporation nor
any participant in the Plan has the authority or power to control either the
timing or pricing of shares purchased or the selection of the broker making the
purchases. Therefore, you will not be able to precisely time your purchases
through the Plan, and will bear the market risk associated with fluctuations in
the price of Dollar General's stock. That is, if you send in an initial or
optional cash investment, it is possible that the market price of Dollar General
stock could go up or down before the broker purchases common stock with your
funds. In addition, you will not earn interest on initial or optional cash
investments for the period before the shares are purchased.
SALE OF SHARES FOR THE PLAN
You can sell any number of shares held in your Plan account by
notifying the Administrator in writing by delivery of the request to Registrar
and Transfer Company. The Administrator will arrange for sales to be made at
least weekly. Sales may be made more frequently if volume dictates. The sale
price will be the weighted average price of all shares sold by the
Administrator's broker for each aggregate order placed by the Administrator .
You will receive the proceeds of the sale less a $10.00 sales transaction fee, a
brokerage commission, and any required tax withholdings. (See "Plan Service
Fees")
You may choose to sell your shares through a stockbroker of your
choice, in which case you should request a certificate for your shares from the
Administrator. (See "Issuance of Certificates")
Please note that if your total holdings fall below one share, the
Administrator will liquidate the fractional share, remit the proceeds to you,
less any applicable fees, and close your Plan account.
<PAGE>
TIMING AND CONTROL: Because the Administrator will sell the shares on
behalf of the Plan, neither Dollar General Corporation nor any participant in
the Plan has the authority or power to control the timing or pricing of shares
sold or the selection of the broker making the sales. Therefore, you will not be
able to precisely time your sales through the Plan, and will bear the market
risk associated with fluctuation in the price of Dollar General's common stock.
That is, if you send in a request to sell shares, it is possible that the market
price of Dollar General common stock could go down or up before the broker sells
your shares. In addition, you will not earn interest on a sales transaction.
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SAFEKEEPING OF YOUR STOCK CERTIFICATES AND BOOK ENTRY
Shares of Dollar General stock that you buy under the Plan will be
maintained in your Plan account for safekeeping in book entry form. You will
receive a periodic statement detailing the status of your holdings. For more
information, see "Tracking Your Investments". Any Dollar General shareholder may
use the Plan's "safekeeping" service to deposit their Dollar General stock
certificates at no cost. Safekeeping is beneficial because you no longer bear
the risk and cost associated with the loss, theft, or destruction of stock
certificates. With safekeeping, you have the option of reinvesting your
dividends or taking advantage of the sale of shares feature of the Plan.
Certificates will be issued only upon written request to the Administrator.
(See "Issuance of Certificates")
To use the safekeeping service, send your certificates to the
Administrator by registered mail with written instructions to deposit them in
safekeeping. DO NOT endorse the certificates or complete the assignment section.
GIFTS OR TRANSFERS OF SHARES
YOU CAN GIVE OR TRANSFER DOLLAR GENERAL SHARES TO ANYONE YOU CHOOSE BY:
- Making an initial $50.00 cash investment, but not more than
$7,500.00, to establish an account in the recipient's name; or
- Submitting an optional cash investment on behalf of an existing
shareholder in the Plan in an amount not less than $50.00 nor more
than $7,500.00; or
- Transferring shares from your account to the recipient's account.
You must transfer a whole number of shares unless you transfer your entire
account. You may transfer shares to new or existing shareholders. The
Administrator will automatically place such new accounts in full dividend
reinvestment status. New participants, at their discretion, may elect another
option. If you participate in dividend reinvestment and your request to either
transfer all of your shares or make a partial sale and transfer the balance of
your shares is received between the ex-dividend and the dividend record date,
the processing of your request may be held until after your account is credited
with reinvested dividends. This hold period could be as long as four weeks.
You must have your signature guaranteed by a financial institution
participating in the Medallion Guarantee program. The Medallion Guarantee
program ensures that the individual signing the certificate is in fact the
registered owner as it appears on the stock certificate or stock power.
If you need additional assistance, please call the Administrator at
1-800-368-5948.
ISSUANCE OF CERTIFICATES
You can withdraw all or some of the shares from your Plan account by
notifying the Administrator in writing.
Certificates will be issued for whole shares only. In the event your
request involves a fractional share, a check (less any applicable fees) for the
value of the fractional share will be mailed to you. If all full shares held by
the account are requested, the account will be terminated and a check for any
fractional share will be issued to the participant. You should receive your
certificate within two to three weeks of mailing your request.
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Certificates will be issued in the name(s) in which the account is
registered, unless otherwise instructed. If the certificate is issued in a name
other than your Plan account registration, the signature on the instructions or
stock power must be guaranteed by a financial institution participating in the
Medallion Guarantee program, as described above.
CLOSING YOUR ACCOUNT
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You may close your account at any time by notifying the Administrator.
A $5.00 termination fee will be assessed once the account is closed. When your
account is closed, the Administrator will send you certificates representing all
of the whole shares in your account and a check for any fractional share based
on the current market value net of applicable sales fees. Alternatively, you may
request that the shares be transferred to a brokerage firm designated by you.
You may also close your account by directing the Administrator to sell
any or all of the shares in your account and send you a check for the proceeds,
net of applicable sales fees. You will not receive interest on sales proceeds
held pending disbursement. There is a $10.00 fee for conducting a sale of
shares.
To close an account on the death of a sole account holder, the executor
should contact the Administrator for specific instructions.
If you end dividend reinvestment, notice must be received by the
Administrator four days prior to a dividend record date to avoid reinvestment of
the current dividend or a delay in receipt of your shares and/or cash. After
your account is closed, dividends on any shares of Common Stock you hold will be
sent to you at the address you provide, or automatically deposited in your bank
account in accordance with your instructions.
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<CAPTION>
PLAN SERVICE FEES
<S> <C>
ENROLLMENT FEE:...............................................................$5.00 per account enrollment
CASH INVESTMENTS:........................................$1 each plus brokerage commissions, if applicable
SALE OF SHARES:......................................... $10.00 per transaction plus brokerage commissions
REINVESTMENT OF DIVIDENDS:.......................................................................No charge
AUTOMATIC ACCOUNT DEBITING:............................$.75 each plus brokerage commissions, if applicable
GIFT OR TRANSFER OF SHARES:......................................................................No charge
SAFEKEEPING OF STOCK CERTIFICATES................................................................No charge
CERTIFICATE ISSUANCE.............................................................................No charge
RETURNED CHECK FEE........................................................................$40.00 per check
DUPLICATE STATEMENTS
Current year................................................................................$5.00
Prior year(s).........................................................$10.00 flat fee per request
TERMINATION OF PLAN PARTICIPATION:............................................$5.00 per account terminated
</TABLE>
The Administrator will deduct the applicable fees from either the initial
investment or proceeds from a sale.
TRACKING YOUR INVESTMENTS
If you participate in dividend reinvestment, The Administrator will
mail you a quarterly statement showing all transactions (shares, amounts
invested, purchase prices) for your account including year-to-date and other
account information. Confirmation notices will be sent when you make an initial
or optional cash investment.
Please retain your statements to establish the cost basis of shares
purchased under the Plan for income tax and other purposes.
You should notify the Administrator promptly of any change in address
since all notices, statements and reports will be mailed to your address of
record.
U.S. FEDERAL INCOME TAX INFORMATION
Cash dividends reinvested under the Plan will be taxable as having been
received by you even though you have not actually received them in cash. You
will receive an annual statement (Form 1099-DIV or such successor form) from
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the Administrator indicating the amount of reinvested dividends reported to the
U.S. Internal Revenue Service as dividend income.
You will not realize gain or loss for U.S. Federal income tax purposes
upon the transfer of shares to the Plan or the withdrawal of whole shares from
the Plan. You will, however, generally realize gain or loss upon the sale of
shares (including the receipt of cash for fractional shares) held in the Plan.
Plan participants who are non-resident aliens or non-U.S. corporations,
partnerships or other entities generally are subject to a withholding tax on
dividends paid on shares held in the Plan. The Administrator is required to
withhold from dividends paid the appropriate amount determined in accordance
with U.S. Treasury regulations. Any applicable withholding tax may be determined
by treaty between the U.S. and the country in which such participant resides.
Accordingly, the amount of any dividends, net of the applicable withholding tax,
will be credited to participant Plan accounts for the investment in additional
common stock.
THE ABOVE SUMMARY IS NOT A COMPREHENSIVE SUMMARY OF ALL OF THE TAX
CONSIDERATIONS THAT MAY BE RELEVANT TO A PARTICIPANT IN THE PLAN. THEREFORE, YOU
ARE URGED TO CONSULT YOUR TAX ADVISORS REGARDING THE CONSEQUENCES OF
PARTICIPATION IN THE PLAN.
YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
PROVIDED IN THIS PROSPECTUS OR IN ANY PROSPECTUS SUPPLEMENT. DOLLAR GENERAL HAS
AUTHORIZED NO ONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. DOLLAR GENERAL IS
NOT MAKING AN OFFER TO SELL STOCK IN ANY STATE OR COUNTRY WHERE THE OFFER IS NOT
PERMITTED. YOU SHOULD NOT ASSUME THAT THE INFORMATION IN THIS PROSPECTUS OR THE
PROSPECTUS SUPPLEMENT IS ACCURATE AS OF ANY DATE OTHER THAN THE DATE ON THE
FRONT OF THE DOCUMENT.
MISCELLANEOUS
AVAILABLE INFORMATION/INCORPORATION OF DOCUMENTS BY REFERENCE
Dollar General files annual, quarterly and other reports, proxy
statements and other information with the Securities and Exchange Commission
(the "SEC"). You may read and copy any of these reports, statements or other
information Dollar General files at the SEC's public reference rooms in
Washington, D.C., New York, New York and Chicago, Illinois. Please call the SEC
at 1-800-SEC-0330 for further information on the public reference rooms. Dollar
General's SEC filings are also available to the public from commercial document
retrieval services and at the website maintained by the SEC at
"http://www.sec.gov."
The SEC allows Dollar General to "incorporate by reference" the
information it files with it, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and later
information filed with the SEC will update and supersede this information. The
documents listed below and any future filings made with the SEC under Section
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of 1934 until the Plan
is terminated comprise the incorporated documents:
(a) Annual Report on Form 10-K for the year ended January 29, 1999;
(b) Quarterly Report on Form 10-Q for the quarter ended April 30,
1999; and
(c) The description of the Dollar General common stock contained
in Dollar General's current report on Form 8-K dated June 2,
1998 (as amended by Amendment No. 1 thereto filed June 11,
1998).
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Upon request Dollar General will provide, without charge, a copy of any or all
of the documents incorporated by reference in this document (other than exhibits
to such documents, unless the exhibits are specifically incorporated by
reference in such documents). Your requests for copies should be directed to
Dollar General Investor Relations, 104 Woodmont Boulevard, Suite 500, Nashville,
Tennessee (Telephone: 1-615-783-2000).
STOCK SPLITS, STOCK DIVIDENDS AND OTHER DISTRIBUTIONS
In the event dividends are paid in Dollar General common stock, or if
Dollar General common stock is distributed in connection with any stock split or
similar transaction, each account will be adjusted to reflect the receipt of the
common stock so paid or distributed.
VOTING OF PROXIES
Dollar General will mail you proxy materials including a proxy card
representing both the shares for which you hold certificates and the shares,
full and fractional, in your Plan account. The proxy will be voted as indicated
by you. If you do not return the proxy card or if you return it unsigned, none
of your shares will be voted.
RESPONSIBILITY OF ADMINISTRATOR AND DOLLAR GENERAL CORPORATION
Neither Dollar General Corporation nor the Administrator will be liable
for any act they do in good faith or for any good faith omission to act. This
includes, without limitation, any claims of liability for: failure to terminate
your account upon your death prior to receiving written notice of such death; or
relating to purchases or sales prices reflected in your Plan account or the
dates of purchases or sales of your Plan shares; or for any fluctuation in the
market value after purchase or sale of shares.
The payment of dividends is at the discretion of Dollar General's Board
of Directors and will depend upon future earnings, the financial condition of
Dollar General Corporation and other factors. The Board may change the amount
and timing of dividends at any time without notice.
Neither Dollar General Corporation nor the Administrator can assure you
a profit or protect you against a loss on the shares you purchase under the
Plan.
LEGAL MATTERS
The validity of the shares of Common Stoc to be issued pursuant
to the Plan has been passed upon by Robert C. Layne, Corporate Secretary, Dollar
General Corporation. Mr. Layne owns common stock and is eligible to participate
in the Plan.
PLAN MODIFICATION OR TERMINATION
Dollar General Corporation reserves the right to suspend, modify or
terminate the Plan at any time. You will receive notice of any such suspension,
modification or termination. Dollar General and the Administrator also reserve
the right to change any administrative procedures of the Plan.
CHANGE OF ELIGIBILITY; TERMINATION
Dollar General reserves the right to deny, suspend or terminate
participation by a shareholder who is using the Plan for purposes inconsistent
with the intended purpose of the Plan. In such event, the Administrator will
notify you in writing and will continue to safekeep your shares but will no
longer accept optional cash investments or reinvest your dividends. The
Administrator will issue a certificate to you upon written request.
FOREIGN PARTICIPATION
8
<PAGE>
If you live outside of the U.S., you should first determine if there
are any laws or governmental regulations that would prohibit your participation
in the Plan. Dollar General reserves the right to terminate participation of any
shareholder if it deems it advisable under any foreign laws or regulations.
EXPERTS
The consolidated financial statements incorporated in this prospectus
by reference from the Company's Annual Report on Form 10-K for the fiscal year
ended January 29, 1999 have been audited by Deloitte & Touche LLP, independent
auditors, as stated in their report, which is incorporated herein by reference,
and have been so incorporated in reliance upon the report of such firm given
upon their authority as experts in accounting and auditing.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
Registration Fee.......................................$30,785
Printing Expenses......................................$10,000
Accounting Fees and Expenses...........................$ 5,000
Legal Fees and Expenses................................$10,000
Total..................................................$55,785
=======
* Estimated. Total expenses exclude an estimated $30,000 of annual recurring
costs for the operation of the Plan.
Item 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Tennessee Business Corporation Act ("TBCA") provides that a corporation
may indemnify any of its directors and officers against liability incurred in
connection with a proceeding if (i) the director or officer acted in good faith,
(ii) in the case of conduct in an official capacity with the corporation, the
director or officer reasonably believed such conduct was in the corporation's
best interests, (iii) in all other cases, the director or officer reasonably
believed that his or her conduct was not opposed to the best interests of the
corporation, and (iv) in connection with any criminal proceeding, the director
or officer had no reasonable cause to believe that his or her conduct was
unlawful. In actions brought by or in the right of the corporation, however, the
TBCA provides that no indemnification may be made if the director or officer was
adjudged to be liable to the corporation. In cases where the director or officer
is wholly successful, on the merits or otherwise, in defense of any proceeding
instigated because of his or her status as an officer or director of a
corporation, the TBCA mandates that the Corporation indemnify the director or
officer against reasonable expenses incurred in the proceeding. The TBCA also
provides that in connection with any proceeding charging improper personal
benefit to an officer or director, no indemnification may be made if such
officer or director is adjudged liable on the basis that such personal benefit
was improperly received. Notwithstanding the foregoing, the TBCA provides that a
court of competent jurisdiction, upon application, may order that an officer or
director be indemnified for reasonable expenses if, in consideration of all
relevant circumstances, the court determines that such individual is fairly and
reasonably entitled to indemnification, whether or not the standard of conduct
set forth above was met.
The Charter of the Company and its Bylaws provide that the Company shall
indemnify against liability, and advance expenses to, any present or former
director or officer of the Company to the fullest extent allowed by the TBCA as
amended from time to time, or any subsequent law, rule or regulation adopted in
lieu thereof.
The above description of the TBCA and the Company's Charter and Bylaws is
not intended to be exhaustive and is qualified in its entirety by the statute,
the Charter and the Bylaws.
The Company currently has in effect an officers and directors liability
policy which provides insurance coverage for its directors and officers. The
policy covers any error, misstatement, act or omission, or breach of duty
committed by a director or officer, subject to certain specified exclusions.
II-1
<PAGE>
ITEM 16. EXHIBITS.
The following exhibits are filed as part of the Registration Statement:
Exhibit
Number Description
------ -----------
3.1 -- Charter of the Registrant (incorporated by reference to
Exhibit B to the Registrant's definitive proxy statement
dated April 29, 1998).
3.2 -- Bylaws of the Registrant (incorporated by reference to Exhibit
C to the Registrant's definitive proxy statement dated April
29, 1998).
5 -- Opinion of Robert C. Layne as to the legality of the securities
to be issued.
23.1 -- Consent of Deloitte & Touche LLP.
23.2 -- Consent of PricewaterhouseCoopers LLP.
23.3 -- Consent of Counsel (contained in Exhibit 5).
24.1 -- Power of Attorney (contained on the signature pages to this
registration statement).
ITEM 17. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) To file during any period in which offers or sales are being made of
the securities offered hereby, a post-effective amendment to this registration
statement:
(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after
the effective date of this registration statement (or the most
recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in this registration statement;
(iii) to include any material information with respect to the plan
of distribution not previously disclosed in this registration
statement or any material change to such information in the
registration statement;
provided, however, that the undertakings in paragraph (i) and (ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this registration statement;
(2) That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered hereby which remain unsold at the termination
of the offering.
II-2
<PAGE>
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of any
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the provisions described under Item 14 above, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered hereunder, the registrant will,
unless in the opinion of its counsel the question has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Nashville, State of Tennessee, on June 14, 1999.
DOLLAR GENERAL CORPORATION
By: /s/ Cal Turner, Jr.
-----------------------
Cal Turner, Jr.
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the date indicated.
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Cal Turner, Jr. and Brian M. Burr, and
each of them, with full power to act without the other, as his attorney-in-fact,
each with the power of substitution and resubstitution, for him in any and all
capacities, to sign any and all amendments to this registration statement
(including post-effective amendments and amendments thereto) and to any
registration statement relating to the same offering as this registration
statement that is to be effective upon filing pursuant to Rule 462(b) under the
Securities Act of 1933, and to file the same, with exhibits thereto and other
documents in connection therewith, with the Securities and Exchange Commission,
hereby ratifying and confirming all that each of said attorneys-in-fact, or his
substitute or substitutes, may do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Cal Turner, Jr.
- ----------------------------------- Chairman, Chief Executive Officer and June 14, 1999
Cal Turner, Jr. Director
Executive Vice President & Chief June 14, 1999
/s/ Brian M. Burr
- -----------------------------------
Brian M. Burr Financial Officer (Principal Financial
Officer and Principal Accounting
Officer)
/s/ Dennis C. Bottorf
- ----------------------------------- Director June 14, 1999
Dennis C. Bottorf
/s/ James L. Clayton
- ----------------------------------- Director June 14, 1999
James L. Clayton
/s/ Reginald D. Dickson
- ----------------------------------- Director June 14, 1999
Reginald D. Dickson
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/s/ John B. Holland
- ----------------------------------- Director June 14, 1999
John B. Holland
/s/ Barbara M. Knuckles
- ----------------------------------- Director June 14, 1999
Barbara M. Knuckles
/s/ Cal Turner
- ----------------------------------- Director June 14, 1999
Cal Turner
/s/ David M. Wilds
- ----------------------------------- Director June 14, 1999
David M. Wilds
/s/ William S. Wire, II
- ----------------------------------- Director June 14, 1999
William S. Wire, II
</TABLE>
II-5
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
------ -----------
3.1 -- Charter of the Registrant (incorporated by reference to Exhibit B
to the Registrant's definitive proxy statement dated April 29,
1998).
3.2 -- Bylaws of the Registrant (incorporated by reference to Exhibit C
to the Registrant's definitive proxy statement dated April 29,
1998).
5 -- Opinion of Robert C. Layne as to the legality of the securities
to be issued.
23.1 -- Consent of Deloitte & Touche LLP.
23.2 -- Consent of PricewaterhouseCoopers LLP.
23.3 -- Consent of Counsel (contained in Exhibit 5).
24.1 -- Power of Attorney (contained on the signature pages to this
registration statement).
II-6
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Dollar General Corporation on Form S-3 of our report dated February 23, 1999,
appearing in the Annual Report on Form 10-K of Dollar General Corporation for
the year ended January 29, 1999 and to the reference to us under the heading
"Experts" in the Prospectus, which is part of this Registration Statement.
DELOITTE & TOUCHE LLP
Nashville, Tennessee
June 14, 1999
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated March 5, 1997 relating to the
financial statements as of January 31, 1997 and the year then ended, which
appear in Dollar General Corporation and Subsidiaries' Annual Report on Form
10-K for the year ended January 29, 1999. We also consent to the reference to us
under the heading "Experts" in such Registration Statement.
PricewaterhouseCoopers LLP
June 11, 1999
