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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 19, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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DOLLAR TREE STORES, INC.
(Exact name of registrant as specified in its charter)
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<S> <C>
VIRGINIA 54-1387365
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
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<S> <C>
2555 ELLSMERE AVENUE H. RAY COMPTON
NORFOLK COMMERCE PARK DOLLAR TREE STORES, INC.
NORFOLK, VIRGINIA 23513 2555 ELLSMERE AVENUE
(757) 857-4600 NORFOLK COMMERCE PARK
(Address and telephone number of NORFOLK, VIRGINIA 23513
registrant's principal executive offices) (757) 857-4600
(Name, address and telephone number
of agent for service)
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copies to:
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<S> <C>
WILLIAM A. OLD, JR. PATRICK J. RONDEAU
HOFHEIMER, NUSBAUM, MCPHAUL & SAMUELS, BRENT B. SILER
A PROFESSIONAL CORPORATION HALE AND DORR LLP
999 WATERSIDE DRIVE, SUITE 1700 60 STATE STREET
NORFOLK, VIRGINIA 23510 BOSTON, MASSACHUSETTS 02109
(757) 622-3366 (617) 526-6000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after this Registration Statement becomes effective.
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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: / /
If this Form is filed to register 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: /X/ Registration No.
333-28599
If this Form is a post-effective amendment filed pursuant to Rule 426(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
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PROPOSED PROPOSED
NUMBER OF SHARES MAXIMUM OFFERING MAXIMUM AMOUNT OF
TITLE OF SHARES TO BE PRICE AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED(1) PER SHARE(2) PRICE(2) FEE(1)
<S> <C> <C> <C> <C>
Common Stock, $0.01 Par Value.................... 575,000 $47.88 $27,531,000 $8,342.73
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(1) Includes shares to cover Underwriters' over-allotment options.
(2) Estimated pursuant to paragraph (c) of Rule 457 solely for the purpose of
calculating the registration fee, based upon the average of the reported
high and low sales prices for a share of Common Stock on June 17, 1997, as
reported on the Nasdaq National Market.
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EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
This registration statement is being filed with respect to the registration
of additional shares of common stock, par value $.01 per share, of Dollar Tree
Stores, Inc., a Virginia corporation (the "Company"), pursuant to Rule 462(b)
under the Securities Act of 1933, as amended (the "Act"). The contents of the
earlier effective Registration Statement on Form S-3 filed by the Company with
the Securities and Exchange Commission (the "Commission") (File No. 333-28599)
pursuant to the Act as amended by Amendment No. 1 thereto filed with the
Commission on June 18, 1997 are incorporated by reference into this Registration
Statement.
The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.
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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 Norfolk, Commonwealth of Virginia, on the 19th day of
June, 1997.
DOLLAR TREE STORES, INC.
By /s/ H. RAY COMPTON
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H. Ray Compton
Executive Vice President and Chief
Financial Officer
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:
SIGNATURE TITLE DATE
- ------------------------------ -------------------------- -------------------
*
- ------------------------------ Chairman of the Board; June 19, 1997
J. Douglas Perry Director
President and Chief
* Executive Officer;
- ------------------------------ Director (principal June 19, 1997
Macon F. Brock, Jr. executive officer)
Executive Vice President
/s/ H. RAY COMPTON and Chief Financial
- ------------------------------ Officer; Director June 19, 1997
H. Ray Compton (principal financial and
accounting officer)
*
- ------------------------------ Vice Chairman; Director June 19, 1997
John F. Megrue
*
- ------------------------------ Director June 19, 1997
Allan W. Karp
*
- ------------------------------ Director June 19, 1997
Thomas A. Saunders, III
*
- ------------------------------ Director June 19, 1997
Alan L. Wurtzel
*
- ------------------------------ Director June 19, 1997
Frank Doczi
*By: /s/ H. RAY COMPTON
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H. Ray Compton
Attorney-in-Fact
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION PAGE NO.
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<C> <S> <C>
5.1 --Opinion of Hofheimer, Nusbaum, McPhaul & Samuels, a Professional Corporation, regarding
the legality of the securities being registered
23.1 --Consent of Hofheimer, Nusbaum, McPhaul & Samuels, a Professional Corporation (included in
Exhibit 5.1 hereto)
23.2 --Consent of KPMG Peat Marwick LLP, independent accountants
24.1 --Power of Attorney included in Part II of the Registration Statement on Form S-3, (No.
333-28599) filed by the Company on June 6, 1997
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<PAGE>
Exhibit 5.1
[LETTERHEAD OF HOFHEIMER, NUSBAUM, MCPHAUL & SAMUELS]
June 19, 1997
Dollar Tree Stores, Inc.
2555 Ellsmere Avenue
Norfolk, Va 23513
Re: Public Offering
Ladies and Gentlemen:
We have acted as counsel to you in connection with the filing of a
Registration Statement on Form S-3 on June 19, 1997 (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"), with
respect to the registration of 575,000 shares of Common Stock of Dollar
Tree Stores, Inc., a Virginia corporation (the "Shares"). We have examined
such documents, records, and matters of law as we have deemed necessary for
purposes of this opinion and, based thereon, we are of the opinion that the
Shares when paid for as will be described in the definitive prospectus with
respect to the Registration Statement will be duly and validly authorized,
issued, fully paid, and nonassessable.
We consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our name under the heading
"Legal Matters" in the Prospectus. In giving such consent, we do not hereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Act or the Rules and Regulations of the Securities and
Exchange Commission promulgated under the Act.
Very truly yours,
/s/ HOFHEIMER, NUSBAUM, MCPHAUL & SAMUELS
a Professional Corporation
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EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
Dollar Tree Stores, Inc.:
We consent to the use of our report incorporated herein by reference and to the
references to our firm under the headings "Selected Financial Data" and
"Experts" in the prospectus.
/s/ KPMG Peat Marwick LLP
Norfolk, Virginia
June 19, 1997
