FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report: December 7, 1998
Date of Earliest Event Reported: December 4, 1998
DOLLAR TREE STORES, INC.
(Exact name of registrant as specified in its charter)
COMMISSION FILE NUMBER: 0-25464
VIRGINIA 54-1387365
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 Volvo Parkway
Chesapeake, VA 23320
(Address of principal executive offices)
Registrant's telephone number, including area code: (757) 321-5000
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ITEM 5: OTHER EVENTS
On December 4, 1998, Dollar Tree Stores, Inc. and Step Ahead Investments, Inc.,
issued a press release which contains information regarding the determination of
the exchange ratio for shares of Step Ahead's stock which are to be converted
into Dollar Tree common stock under the terms of the merger agreement previously
executed by both parties. A copy of the press release is attached to this Form
8-K as Exhibit 99.1 and is incorporated herein by this reference.
ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits
Exhibit # Description
99.1 Press release regarding the announcement of the exchange ratio for
the merger of Dollar Tree Stores, Inc. and Step Ahead Investments,
Inc.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
DATE: December 7, 1998
DOLLAR TREE STORES, INC.
By: /s/ Frederick C. Coble
--------------------------------
Frederick C. Coble
Senior Vice President, CFO
Press Release: Dollar Tree Stores, Inc. and Step Ahead Investments, Inc.
announce Exchange Ratio for Merger in advance of Special Meeting of Step Ahead
Shareholders
(Chesapeake, VA and Sacramento, CA) -- Dollar Tree Stores, Inc., the nation's
largest $1.00 discount variety store chain, and Step Ahead Investments, Inc.,
the Sacramento, California-based operator of 66 stores under the name "98 Cents
Clearance Centers" announced today the determination of the exchange ratio for
shares of Step Ahead's stock which are to be converted into Dollar Tree common
stock under the terms of the merger agreement previously executed by the
parties.
Based on the average closing price of Dollar Tree common stock of $45.3375 per
share (calculated from November 25 through December 2), Dollar Tree will issue
or reserve approximately 1.985 million shares for all of SAI's outstanding stock
and options. Shareholders of Step Ahead can expect to receive 1.1212 shares of
Dollar Tree common stock for each outstanding share of Step Ahead's common and
preferred stock they own, subject to the terms and conditions of the merger
agreement. Step Ahead shareholders will receive 90% of these shares immediately
following the merger, and the remaining 10% of the shares will be placed in
escrow for one year to secure Step Ahead's obligations to Dollar Tree.
Step Ahead will hold a special meeting of its shareholders to vote on the merger
at 10:00 a.m. on December 10, 1998, at its principal executive offices at 3222
Winona Way, North Highlands, California 95660. A registration statement relating
to the shares of Dollar Tree common stock being issued in the merger became
effective on November 10, 1998, and a prospectus/proxy statement describing the
merger was sent to all Step Ahead shareholders on or around such time. Dollar
Tree can terminate the merger agreement if less than 90.02% of all Step Ahead
shareholders vote to approve the merger, and consummation is contingent upon
certain other customary conditions.
Shareholders who have already executed proxies can revoke or change their
proxies by following the procedures outlined in the prospectus/proxy statement.
For further information, Step Ahead shareholders should call 1-888-224-5256.
This announcement shall not constitute an offer to sell or the solicitation of
an offer to buy securities in any state in which such offer, solicitation or
sale would be unlawful under the securities law of such state. The offering will
only be made by means of the prospectus/proxy statement. This news release
contains forward-looking statements regarding the merger. Such forward-looking
statements are subject to certain risks and uncertainties, including a variety
of factors that may cause actual results to differ materially from anticipated
results or other expectations described in such statements. Such factors include
the failure of the merger to be consummated. Additionally, forward-looking
statements are subject to, but not limited to, the risks indicated in Dollar
Tree's registration statement and filings with the Securities and Exchange
Commission.
