SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
ANNUAL REPORT
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1998
Commission File No.: 1-11421
Dollar General Corporation
401(k) Savings and Retirement Plan
(Full title of plan)
Dollar General Corporation
104 Woodmont Blvd. Suite 500
Nashville, Tennessee 37205
(Name of issuer of securities held pursuant to the plan
and address of principal executive office)
<PAGE>
INDEPENDENT AUDITORS' REPORT
To the Participants and Plan Administrator of
Dollar General Corporation 401(k) Savings and Retirement Plan
Nashville, Tennessee
We have audited the accompanying statements of net assets available for benefits
of Dollar General Corporation 401(k) Savings and Retirement Plan (formerly the
Dollar General Corporation Retirement Plan) as of December 31, 1998 and 1997,
and the related statement of changes in net assets available for benefits for
the year ended December 31, 1998. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe our audits provide a reasonable basis for our opinion.
In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of December 31,
1998 and 1997, and the changes in net assets available for benefits for the year
ended December 31, 1998 in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of (1) assets
held for investment as of December 31, 1998 and (2) reportable transactions for
the year ended December 31, 1998, are presented for the purpose of additional
analysis and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations for Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. These schedules have been subjected to the auditing
procedures applied in our audit of the basic 1998 financial statements and, in
our opinion, are fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
/s/Deloitte & Touche LLP
Nashville, Tennessee
June 18, 1999
<PAGE>
<TABLE>
<CAPTION>
DOLLAR GENERAL CORPORATION 401(k) SAVINGS AND RETIREMENT PLAN
(FORMERLY THE DOLLAR GENERAL CORPORATION RETIREMENT PLAN)
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998 AND 1997
- ---------------------------------------------------------------------------------------
1998 1997
<S> <C> <C>
ASSETS
INVESTMENTS, AT FAIR VALUE:
Dollar General Corporation Stock Fund $24,508,239 $ --
Registered investment companies 20,068,613 965,010
Participant notes receivable 804,179 --
Real estate limited partnerships 630,399 635,656
Temporary investments -- 15,197,697
Common stocks -- 2,512,381
----------- -----------
Total investments 46,011,430 19,310,744
----------- -----------
RECEIVABLES:
Employer contributions 3,671,017 4,592,009
Participants' contributions 381,155 --
Due from broker for securities sold -- 2,693,376
Interest and dividends -- 41,606
Dollar General Corporation Employee Stock Ownership Plan -- 874
----------- -----------
Total receivables 4,052,172 7,327,865
----------- -----------
CASH -- 17,860
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $50,063,602 $26,656,469
=========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
<PAGE>
<TABLE>
<CAPTION>
DOLLAR GENERAL CORPORATION 401(k)
SAVINGS AND RETIREMENT PLAN (FORMERLY
THE DOLLAR GENERAL CORPORATION RETIREMENT PLAN)
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1998
- --------------------------------------------------------------------------------------------------------------------------
<S> <C>
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
INVESTMENT INCOME:
Net depreciation in fair value of investments $ (1,729,759)
Dividends 1,498,036
Interest 424,648
------------
Total investment income 192,925
------------
CONTRIBUTIONS:
Employer contributions 5,367,159
Participants' contributions 4,563,223
Transfer of assets from the Dollar General Corporation Employee
Stock Ownership Plan 15,934,731
Rollover contributions 726,552
------------
Total contributions 26,591,665
------------
Total additions 26,784,590
------------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 3,054,745
Other expenses 322,712
------------
Total deductions 3,377,457
------------
NET INCREASE 23,407,133
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 26,656,469
------------
End of year $ 50,063,602
============
</TABLE>
The accompanying notes are an integral part of these financial statements
<PAGE>
DOLLAR GENERAL CORPORATION 401(k) SAVINGS AND
RETIREMENT PLAN (FORMERLY THE DOLLAR GENERAL
CORPORATION RETIREMENT PLAN)
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
- --------------------------------------------------------------------------------
1. DESCRIPTION OF PLAN
The following brief description of the Dollar General Corporation 401(k)
Savings and Retirement Plan ("the Plan") provides only general
information. Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
On August 25, 1997, the Board of Directors of Dollar General Corporation
(the "Company") resolved that the Dollar General Corporation Employee
Stock Ownership Plan (the "ESOP Plan") be merged with the Dollar General
Corporation Retirement Plan (the "Retirement Plan") to form the Dollar
General Corporation 401(k) Savings and Retirement Plan. As a result, the
December 31, 1997 Retirement Plan was amended, restated, converted and
continued as the Plan and the December 31, 1997 ESOP Plan was merged into
the Plan effective January 1, 1998.
The Plan is a defined contribution plan for all employees of the Company
who have completed one year and 1,000 hours of service and are age 21 or
older. The Plan is subject to the provisions of the Employee Retirement
Income Security Act of 1974 ("ERISA").
The Retirement Plan and the ESOP Plan were noncontributory, defined
contribution plans covering all nontemporary, nonunion employees of the
Company who had completed one year of service and were age 21 or older.
The Retirement and ESOP Plans were subject to the provisions of ERISA.
Contributions - A participant may elect to contribute to the Plan through
salary deferral from 1% to 15% of his or her annual pretax salary up to
the maximum amount allowed by law.
The Company has the option of matching up to 50% of the first 6% of
elective deferrals of each eligible participant's pretax contribution to
the Plan for each period for which participants' contributions are made.
The Company matching contribution is invested as directed by the
participant. The Company matching contribution was 50% for the 1998 Plan
year.
<PAGE>
The Company also has the option to make contributions to the Plan on
behalf of all participants which shall be treated as Qualified Nonelective
Employer Contributions ("QNEC") to the extent such contributions may be
used to meet the nondiscrimination requirements of Section
401(k)(3)(A)(ii) of the Internal Revenue Code or comparability
requirements of Section 401(l) of the Internal Revenue Code. The Company
may elect to have the first 1/2 of 1% of the QNEC be made in Company
common stock or used to acquire Company common stock. The remaining QNEC
is invested as directed by the participant. Included in Employer
Contributions Receivable is $3,514,318 related to the QNEC for the year
ended December 31, 1998.
In addition to the matching and QNEC contributions described above, the
Company may contribute discretionary amounts from time to time as profit
sharing contributions. The profit sharing contribution is invested as
directed by the participant. There were no profit sharing contributions
for the 1998 Plan year.
Participants' accounts - Each participant's account is credited with the
participant's contributions and withdrawals, as applicable, and
allocations of (a) the Company's contributions and (b) Plan earnings.
Allocations are based on participant earnings or account balances, as
defined. Plan expenses are allocated to participant accounts based on an
equal per person basis. The benefit to which a participant is entitled is
the benefit that can be provided from the participant's vested account.
Vesting - Participants are immediately vested in their contributions plus
actual earnings thereon. Vesting in all Company contributions and
contributions made under the Retirement Plan, plus actual earnings
thereon, is based on years of credited service. Participants are 40%
vested after 4 years of credited service and 100% after 5 years of
credited service.
Participant loans - Effective January 1, 1998, participants in the Plan
may borrow from their fund accounts a minimum of $1,000 up to a maximum
equal to the lesser of $50,000 or 50% of their vested account balance.
Loan transactions are treated as a transfer between an investment fund and
the participant loan fund. Loan terms range from one to five years or up
to 30 years for the purchase of a primary residence. The loans are secured
by the balance in the participant's account and bear interest at a rate
commensurate with the local prevailing rates as determined quarterly by
the Plan administrator. Interest rates on outstanding loans range from
7.75% to 8.5% at December 31, 1998. Principal and interest are paid
ratably through weekly or semi-monthly payroll deductions.
Payment of benefits - On termination of service, a participant may elect
to receive either a lump-sum amount equal to the value of the
participant's vested interest in his or her account, or monthly,
quarterly, semi-annual or annual installments over a twenty-year period as
long as the periodic payments are not less than $50. As of December 31,
1998 and 1997, there were no benefits due to participants who have
withdrawn from the Plan.
<PAGE>
Forfeited accounts - Forfeited balances of terminated participants'
nonvested accounts are used to reduce future contributions of the Company.
In 1998 and 1997, employer contributions were reduced by $122,690 and
$693,637, respectively, from forfeited nonvested accounts.
Investment options - Participants have the option to invest their
contributions, rollover contributions and employer contributions in a
variety of options. Except for the Dollar General Corporation Stock Fund,
the funds are proprietary products of the American Funds Group.
Participants may change their investment options at any time.
Participants may invest their account in minimum whole increments of 1% in
any of the following options:
Dollar General Corporation Stock Fund: This fund is primarily comprised of
Dollar General Corporation common stock with the remainder invested in a
money market account.
Assets invested in this fund are expressed in terms of units and the fair
value of those units is calculated daily by the recordkeeper. Units
outstanding and the fair value of the units in the fund during 1998 are
presented below:
Number of Value of
Units Each Unit
March 31 547,187 $9.86
June 30 2,181,681 $12.95
September 30 2,460,264 $10.74
December 31 2,483,104 $9.87
The Income Fund of America: According to the fund prospectus, this fund
seeks to provide current income and, secondarily, growth of capital
through a flexible mix of equity and debt instruments. The fund may invest
in stocks, bonds and other fixed-income securities in any proportion.
Washington Mutual Investors Fund: According to the fund prospectus, this
fund seeks to provide current income and the opportunity for growth of
principal. The fund invests in stocks of U.S. companies that meet strict
standards based on requirements originally established by the U.S.
District Court for the District of Columbia for the investment of trust
funds.
New Perspective Fund: According to the fund prospectus, this fund seeks to
provide long-term growth of capital through investments all over the
world, including the United States. The fund diversifies in blue chip
companies here and abroad, focusing on opportunities generated by changes
in global trade patterns and economic and political relationships. The
fund's investments are in common stocks, convertibles, preferred stocks,
bonds and cash.
<PAGE>
The Cash Management Trust of America: According to the fund prospectus,
this fund seeks to provide income on cash reserves, while preserving
capital and maintaining liquidity, through high-quality money market
instruments.
The Bond Fund of America: According to the fund prospectus, this fund
seeks to provide a high level of current income with preservation capital.
The fund invests in corporate debt securities, U.S. and other government
securities, mortgage-related securities and cash, in which it must invest
at least 60% of its assets in securities rated A or better at the time of
purchase. The fund may invest up to 25% of assets in fixed-income
securities of corporations and government entities outside the United
States. Typically, the fund will invest in intermediate- to long-term
securities.
SMALLCAP World Fund: According to the fund prospectus, this fund seeks to
provide long-term growth of capital by investing in the stocks of smaller
companies in the United States and around the world. Normally, at least
65% of assets will be invested in equities of issuers located in at least
three countries and typically having market capitalizations from $50
million to $1.2 billion.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of accounting - The financial statements of the Plan are prepared
under the accrual method of accounting.
Use of estimates - The preparation of financial statements in conformity
with generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and the reported amounts of revenues and
expenses during the reporting period. Actual results could differ from
these estimates.
Investment valuation and income recognition - The Plan's investments are
valued in the financial statements at their respective quoted market
prices as of the Plan's year end, or if not available, the last reported
market price. Net appreciation of investments consists of unrealized and
realized gains and losses on investments. Realized gains and losses on
investments are based upon the average cost of investments sold. The
participant notes receivable are valued at cost which approximates fair
value.
Purchases and sales of securities are recorded on a trade-date basis.
Interest income is recorded on the accrual basis. Dividends are recorded
on the ex-dividend date.
Plan expenses are paid by the Plan as provided in the Plan agreement.
Payment of benefits - Benefits are recorded when paid.
<PAGE>
3. TAX STATUS
The Plan has requested a determination letter from the Internal Revenue
Service (the "IRS") and has received notification of receipt by the IRS of
the Plan's application. Although the Plan has not yet received a favorable
determination letter, the Plan administrator and the Plan's tax counsel
believe that the Plan is currently designed and being operated in
compliance with the applicable requirements of the Internal Revenue Code.
Therefore, no provision for income taxes has been included in the Plan's
financial statements.
4. INVESTMENTS EXCEEDING 5% OF NET ASSETS
The Plan's investments which exceeded 5% of net assets available for benefits as
of December 31, 1998 and 1997 are as follows:
<TABLE>
<CAPTION>
Identity of
Party Involved Description of Assets 1998 1997
-------------- --------------------- ---- ----
<S> <C> <C> <C>
Dollar General Corporation Dollar General Corporation $ 24,508,239 $ -
Stock Fund
The American Funds Group The Income Fund of America 9,605,572 -
The American Funds Group Washinton Mutual Investors Fund 4,093,395 -
Ameristar Investments & Ameristar U.S. Treasury
Trust Company Money Market - 15,190,790
</TABLE>
5. PLAN AMENDMENTS AND TERMINATION
Although it has not expressed any intention to do so, the Company has the
right under the Plan to discontinue its contributions at any time and to
terminate the Plan subject to the provisions of ERISA. The Plan may also
be amended at any time in any manner as deemed appropriate. Upon
termination, the participants shall become fully vested and the assets
under the Plan will be distributed to the participants based upon their
account balance.
<PAGE>
6. FUND INFORMATION
Net investment income, contributions, benefits paid to participants, other
expenses, interfund transfers and net assets available for benefits by
fund as of December 31, 1998 and for the year then ended are as follows:
1998
Net investment income:
Dollar General Corporation Stock Fund $(645,208)
The Income Fund of America 292,369
Washington Mutual Investors Fund 294,900
New Perspective Fund 183,609
The Cash Management Trust of America 100,214
The Bond Fund of America 49,625
SMALLCAP World Fund (59,387)
Participant Loan Fund --
Money market accounts 144,925
Common stocks (16,554)
Equity mutual funds (151,568)
Real estate limited partnerships --
QNEC --
---------
$ 192,925
=========
<PAGE>
Contributions:
Dollar General Corporation Stock Fund $ 19,401,195
The Income Fund of America 804,915
Washington Mutual Investors Fund 1,155,449
New Perspective Fund 486,076
The Cash Management Trust of America 380,419
The Bond Fund of America 390,072
SMALLCAP World Fund 459,221
Participant Loan Fund -
Money market accounts -
Common stocks -
Equity mutual funds -
Real estate limited partnerships -
QNEC 3,514,318
------------
$ 26,591,665
============
Benefits paid to participants:
Dollar General Corporation Stock Fund $ 1,740,528
The Income Fund of America 943,855
Washington Mutual Investors Fund 132,230
New Perspective Fund 30,344
The Cash Management Trust of America 83,016
The Bond Fund of America 56,543
SMALLCAP World Fund 39,580
Participant Loan Fund -
Money market accounts 28,649
Common stocks -
Equity mutual funds -
Real estate limited partnerships -
QNEC -
-----------
$ 3,054,745
===========
<PAGE>
Other expenses:
Dollar General Corporation Stock Fund $ 197,594
The Income Fund of America 71,264
Washington Mutual Investors Fund 11,313
New Perspective Fund 3,982
The Cash Management Trust of America 760
The Bond Fund of America 7,960
SMALLCAP World Fund 9,012
Participant Loan Fund -
Money market accounts 20,732
Common stocks 95
Equity mutual funds -
Real estate limited partnerships -
QNEC -
---------
$ 322,712
=========
Interfund transfers:
Dollar General Corporation Stock Fund $ 7,949,208
The Income Fund of America 9,581,635
Washington Mutual Investors Fund 2,876,990
New Perspective Fund 1,105,238
The Cash Management Trust of America 1,271,011
The Bond Fund of America 1,269,095
SMALLCAP World Fund 1,096,042
Participant Loan Fund 804,179
Money market accounts (22,638,966)
Common stocks (2,495,732)
Equity mutual funds (813,442)
Real estate limited partnerships (5,258)
QNEC -
------------
$ -
============
<PAGE>
Net assets available for benefits:
Dollar General Corporation Stock Fund $ 24,767,073
The Income Fund of America 9,663,800
Washington Mutual Investors Fund 4,183,796
New Perspective Fund 1,740,597
The Cash Management Trust of America 1,667,868
The Bond Fund of America 1,644,289
SMALLCAP World Fund 1,447,284
Participant Loan Fund 804,179
Money market accounts -
Common stocks -
Equity mutual funds -
Real estate limited partnerships 630,398
QNEC 3,514,318
------------
$ 50,063,602
============
* * * * * *
<PAGE>
<TABLE>
<CAPTION>
DOLLAR GENERAL CORPORATION 401(k) SAVINGS
AND RETIREMENT PLAN (FORMERLY THE DOLLAR
GENERAL CORPORATION RETIREMENT PLAN)
Line 27a - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
- -----------------------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E
Description of Investment
Including Maturity Date,
Identity of Issue, Rate of Interest,
Borrower, Lessor, Collateral, Par or Current
or Similar Party Maturity Value Cost Value
<S> <C> <C> <C> <C>
* Dollar General Corporation 2,483,104 units $ 20,093,673 $ 24,508,239
Stock Fund
* The American Funds Group The Income Fund of 10,184,516 9,605,572
America
* The American Funds Group Washington Mutual 4,167,634 4,093,395
Investors Fund
* The American Funds Group New Perspective Fund 1,655,160 1,705,283
* The American Funds Group The Cash Management 1,636,679 1,636,679
Trust of America
* The American Funds Group The Bond Fund of America 1,649,935 1,612,538
* The American Funds Group SMALLCAP World Fund 1,547,191 1,415,146
Participants notes receivable Interest rates ranging from 804,179 804,179
7.75% to 8.5% and maturity
dates ranging from 1999 to
2003
Real estate limited partnerships:
Interchange City Associates Ltd. 16 shares 240,553 314,583
Liquidity Fund Tax Exempt 15 shares 150,000 32,024
North Creek Associates 400 shares 242,372 184,292
Realty FD 85-1 200 shares 82,353 99,500
------- ------
641,160 630,399
-------- -------
$ 42,454,245 $ 46,011,430
============= ============
</TABLE>
* Party-in-interest
<PAGE>
<TABLE>
<CAPTION>
DOLLAR GENERAL CORPORATION 401(k)
SAVINGS AND RETIREMENT PLAN
(FORMERLY THE DOLLAR GENERAL CORPORATION RETIREMENT PLAN)
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
DECEMBER 31, 1998
- ----------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E Column F Column G
Expenses
Identity Incurred
of Party Description Purchase Selling Lease With Cost of
Involved of Asset Price Price Rental Transaction Asset
A single transaction representing an amount in excess of 5% of
the fair value of Plan assets at the beginning of the year:
<S> <C> <C> <C> <C> <C> <C>
*The American The Cash Management $ 21,342,141 $ - $ - $ - $ 21,342,141
Funds Group Trust of America
*The American The Cash Management - 14,797,176 - - 14,797,176
Funds Group Trust of America
*The American The Cash Management - 6,089,240 - - 6,089,240
Funds Group Trust of America
*The American The Cash Management 4,592,009 - - - 4,592,009
Funds Group Trust of America
*The American The Cash Management - 3,702,077 - - 3,702,077
Funds Group Trust of America
*Dollar General Common stock 9,218,594 - - - 9,218,594
Corporation
*Dollar General Common stock 6,089,240 - - - 6,089,240
Corporation
*The American Income Fund of 8,144,780 - - - 8,144,780
Funds Group America
*The American Income Fund of 2,388,106 - - - 2,388,106
Funds Group America
*The American Washington Mutual 2,513,233 - - - 2,513,233
Funds Group Investors Fund
</TABLE>
* Party-in-interest
<PAGE>
<TABLE>
<CAPTION>
DOLLAR GENERAL CORPORATION 401(k)
SAVINGS AND RETIREMENT PLAN
(FORMERLY THE DOLLAR GENERAL CORPORATION RETIREMENT PLAN)
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
DECEMBER 31, 1998
- -----------------------------------------------------------------------
Column A Column B Column H Column I
Current
Value of
Identity Asset on
of Party Description Transaction Net Gain
Involved of Asset Date or (Loss)
<S> <C> <C> <C>
*The American The Cash Management $ 21,342,141 $ -
Funds Group Trust of America
*The American The Cash Management 14,797,176 -
Funds Group Trust of America
*The American The Cash Management 6,089,240 -
Funds Group Trust of America
*The American The Cash Management 4,592,009 -
Funds Group Trust of America
*The American The Cash Management 3,702,077 -
Funds Group Trust of America
*Dollar General Common stock 9,218,594 -
Corporation
*Dollar General Common stock 6,089,240 -
Corporation
*The American Income Fund of 8,144,780 -
Funds Group America
*The American Income Fund of 2,388,106 -
Funds Group America
*The American Washington Mutual 2,513,233 -
Funds Group Investors Fund
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
DOLLAR GENERAL CORPORATION 401(k) SAVINGS
AND RETIREMENT PLAN (FORMERLY THE DOLLAR
GENERAL CORPORATION RETIREMENT PLAN)
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1998
-----------------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E Column F Column G
Expenses
Identity Incurred
of Party Description Purchase Selling Lease with Cost of
Involved of Asset Price Price Rental Transaction Asset
A series of security transactions representing one or more securities
of the same issue which in the aggregate is in excess of 5% of the fair
value of Plan assets at the beginning of the year:
<S> <C> <C> <C> <C> <C> <C>
*The American Funds The Cash Management $ 37,191,123 $ - $ - $ - $ 37,191,123
Group Trust of America - 38,388,304 - - 38,388,304
*Dollar General Common stock 22,192,102 - - - 22,192,102
Corporation - 2,505,762 - - 2,098,431
*The American Funds The Income Fund of 12,325,839 - - - 12,325,839
Group America
*The American Funds Washington Mutual 4,535,533 - - - 4,535,533
Group Investors Fund
*Party-in-interest
<PAGE>
<CAPTION>
DOLLAR GENERAL CORPORATION 401(k) SAVINGS
AND RETIREMENT PLAN (FORMERLY THE DOLLAR
GENERAL CORPORATION RETIREMENT PLAN)
LINE 27d - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1998
-------------------------------------------------------------------------
Column A Column B Column H Column I
Value of
Identity Asset on
of Party Description Transaction Net Gain
Involved of Asset Date or (Loss)
<S> <C> <C> <C>
*The American Funds The Cash Management $ 37,191,123 $ -
Group Trust of America 38,388,304 -
*Dollar General Common stock 22,192,102 -
Corporation 2,505,762 407,331
*The American Funds The Income Fund of 12,325,839 -
Group America
*The American Funds Washington Mutual 4,535,533 -
Group Investors Fund
</TABLE>
*Party-in-interest
<PAGE>
The following is a complete list of Exhibits filed or incorporated by reference
as part of this annual report:
EXHIBITS
23 Consent of Independent Auditors. . . . . . . . . . . . . .
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Administrator of the Dollar General Corporation 401(k) Savings and
Retirement Plan has duly caused this Annual Report to be signed on its behalf by
the undersigned hereunto duly authorized.
DOLLAR GENERAL CORPORATION
401(k) SAVINGS AND RETIREMENT PLAN
Date: June 29, 1999 By:/s/Herman Martinez
--------------------
Herman Martinez
Capital Guardian Trust
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in Registration Statement No.
333-65789 of Dollar General Corporation on Form S-8 of our report dated June 18,
1999, appearing in the Annual Report on Form 11-K of the Dollar General
Corporation 401K Savings and Retirement Plan for the year ended December 31,
1998.
/s/DELOITTE & TOUCHE LLP
Nashville, Tennessee
June 29, 1999
