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, 1999
Commission File No.: 1-11421
Dollar General Corporation
401(k) Savings and Retirement Plan
(Full title of plan)
Dollar General Corporation
100 Mission Ridge
Goodlettsville, Tennessee 37072-2170
(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 as of December
31, 1999 and 1998, and the related statement of changes in net assets available
for benefits for the year ended December 31, 1999. 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 auditing standards generally accepted
in the United States of America. 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,
1999 and 1998, and the changes in net assets available for benefits for the year
ended December 31, 1999 in conformity with accounting principles generally
accepted in the United States of America.
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, 1999 and (2) transactions in excess of
five percent of the current value of plan assets for the year ended December 31,
1999, 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 are the responsibility of the Plan's management. Such
schedules have been subjected to the auditing procedures applied in our audit of
the basic 1999 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
May 12, 2000
<PAGE>
DOLLAR GENERAL CORPORATION 401(k) SAVINGS AND RETIREMENT PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
ASSETS 1999 1998
INVESTMENTS, AT FAIR VALUE:
Dollar General Corporation Stock Fund $30,666,749 $24,508,239
Registered investment companies 25,787,778 20,068,613
Participant notes receivable 1,309,192 804,179
Real estate limited partnerships 515,303 630,399
----------- -----------
Total investments 58,279,022 46,011,430
----------- -----------
RECEIVABLES:
Employer contributions 4,298,023 3,671,017
Participants' contributions 463,352 381,155
----------- -----------
Total receivables 4,761,375 4,052,172
----------- -----------
TOTAL 63,040,397 50,063,602
----------- -----------
LIABILITIES
EXCESS CONTRIBUTIONS PAYABLE 99,683 --
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $62,940,714 $50,063,602
=========== ===========
The accompanying notes are an integral part of these financial statements.
<PAGE>
DOLLAR GENERAL CORPORATION 401(k) SAVINGS AND RETIREMENT PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1999
--------------------------------------------------------------------------------
ADDITIONS TO NET ASSETS ATTRIBUTED TO:
INVESTMENT INCOME:
Net appreciation in fair value of investments $ 4,393,326
Dividends 1,874,808
Interest 298,963
-----------
Total investment income 6,567,097
-----------
CONTRIBUTIONS:
Employer contributions 6,458,704
Participants' contributions 4,837,855
Rollover contributions 431,798
-----------
Total contributions 11,728,357
-----------
Total additions 18,295,454
-----------
DEDUCTIONS FROM NET ASSETS ATTRIBUTED TO:
Benefits paid to participants 5,228,958
Other expenses 189,384
-----------
Total deductions 5,418,342
-----------
NET INCREASE 12,877,112
NET ASSETS AVAILABLE FOR BENEFITS:
Beginning of year 50,063,602
-----------
End of year $62,940,714
===========
The accompanying notes are an integral part of these financial statements.
<PAGE>
DOLLAR GENERAL CORPORATION 401(k) SAVINGS AND RETIREMENT PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
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
Retirement Plan was amended, restated, converted and continued as the Plan
and the 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").
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 1999 Plan
year.
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
$4,106,366 and $3,514,318 related to the QNEC at December 31, 1999 and
1998, respectively.
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 1999 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
<PAGE>
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 - 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 generally 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, 1999 and 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, 1999 and 1998, there
were no benefits due to participants who have withdrawn from the Plan.
Forfeited accounts - Forfeited balances of terminated participants'
nonvested accounts are used to reduce future contributions of the Company.
In 1999, employer contributions were reduced by $474,386 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.
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.
<PAGE>
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.
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.
The New Economy Fund: According to the fund prospectus, this fund seeks
long-term growth of capital by investing primarily in stocks of companies
in the service and information area of the global economy, although a
portion of its assets may be outside these areas. The fund may also hold
cash or money market instruments.
The Growth Fund of America: According to the fund prospectus, this fund
seeks long-term growth of capital through investments in a diversified
portfolio of common stocks. The fund may invest up to 15% of its assets in
securities of issuers outside the United States and up to 10% of its assets
in lower quality debt securities.
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.
<PAGE>
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.
3. TAX STATUS
The Internal Revenue Service has determined and informed the Company by a
letter dated October 6, 1999, that the Plan and related trust are designed
in accordance with applicable sections of the Internal Revenue Code (IRC)
and therefore, no provision for income taxes has been included in the
Plan's financial statements. The Plan has not been amended since receiving
the determination letter.
4. INVESTMENTS EXCEEDING 5% OF NET ASSETS
The Plan's investments which exceeded 5% of net assets available for
benefits as of December 31, 1999 and 1998 are as follows:
<TABLE>
<CAPTION>
Identity of
Party Involved Description of Assets 1999 1998
-------------------------- ------------------------------- ------------ ------------
<S> <C> <C>
Dollar General Corporation Dollar General Corporation $ 30,666,749 $ 24,508,239
Stock Fund
The American Funds Group The Income Fund of America 10,427,701 9,605,572
The American Funds Group Washinton Mutual Investors Fund 5,192,125 4,093,395
</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>
DOLLAR GENERAL CORPORATION 401(k) SAVINGS
AND RETIREMENT PLAN
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
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 2,612,159 units $ 32,276,792 $ 30,666,749
Stock Fund
* The American Funds Group The Income Fund of
America 11,846,360 10,427,701
* The American Funds Group Washington Mutual
Investors Fund 5,821,248 5,192,125
* The American Funds Group New Perspective Fund 2,438,488 3,020,645
* The American Funds Group The Cash Management
Trust of America 2,363,375 2,363,375
* The American Funds Group The Bond Fund of America 1,985,670 1,883,229
* The American Funds Group SMALLCAP World Fund 1,874,738 2,669,225
* The American Funds Group The Growth Fund of America 173,634 180,122
* The American Funds Group The New Economy Fund 48,437 51,356
Participant notes receivable Interest rates ranging from
7.75% to 8.5% and maturity
dates ranging from 2000 to
2004 1,309,192 1,309,192
Real estate limited partnerships:
Interchange City Associates Ltd. 15.5 shares 240,553 246,403
Liquidity Fund Tax Exempt 15 shares 150,000 21,400
North Creek Associates 400 shares 242,372 140,800
Realty FD 85-1 200 shares 82,353 106,700
------------- ------------
715,278 515,303
------------- ------------
$60,853,212 $58,279,022
============= ============
</TABLE>
* Party-in-interest
<PAGE>
DOLLAR GENERAL CORPORATION 401(k)
SAVINGS AND RETIREMENT PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
DECEMBER 31, 1999
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
Column A Column B Column C Column D Column E Column F Column G Column H Column I
Current
Expenses Value of
Identity Incurred Asset on
of Party Description Purchase Selling Lease With Cost of Transaction Net Gain
Involved of Asset Price Price Rental Transaction Asset Date or (Loss)
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> <C> <C>
*The American The Cash Management $ 3,635,008 $ - $ - $ - $3,635,008 $3,635,008 $ -
Funds Group Trust of America
*The American The Cash Management
Funds Group Trust of America - 2,591,980 - - 2,591,980 2,591,980 -
</TABLE>
* Party-in-interest
<PAGE>
DOLLAR GENERAL CORPORATION 401(k) SAVINGS
AND RETIREMENT PLAN
SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------------------------------
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 $ 19,943,264 $ - $ - $ - $ 19,943,264
Group Trust of America - 19,216,568 - - 19,216,568
* Dollar General Corporation Common stock 5,940,339 - - - 5,940,339
Stock Fund - 4,274,482 - - 3,757,220
* The American Funds The Income Fund of
Group America 3,848,946 - - - 3,848,946
<CAPTION>
Column H Column I
Value of
Asset on
Transaction Net Gain
Date or (Loss)
<C> <C>
$ 19,943,264 $ -
19,216,568 -
5,940,339 -
4,274,482 517,262
3,848,946 -
</TABLE>
*Party-in-interest
<PAGE>
The following is a complete listing of Exhibits filed or incorporated by
reference as part of this annual report:
EXHIBITS
Exhibit Description
------- -----------
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 23, 2000 By: /s/ Bob Carpenter
-----------------------------------
Name: Bob Carpenter
Title: Plan Administrator
