Filed pursuant to Rule 424(b)(1)
File No. 333-85501
501,600 Shares
Dollar Tree Stores, Inc.
Common Stock
This prospectus relates to the public offering, which is not being
underwritten, of 501,600 shares of our common stock which is held by some of our
current shareholders.
The prices at which such shareholders may sell the shares will be
determined by the prevailing market price for the shares or in negotiated
transactions. We will not receive any of the proceeds from the sale of the
shares.
Our common stock is quoted on the Nasdaq National Market under the
symbol "DLTR". On August 27, 1999, the average of the high and low price for the
common stock was $36.00.
Investing in the common stock involves a high degree of risk. See "Risk
Factors" beginning on page 4.
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Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is a
criminal offense.
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The date of this prospectus is August 30, 1999.
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CERTAIN INTRODUCTORY MATTERS
References to "we," "our" and "the company" generally refer to Dollar
Tree Stores, Inc. and its direct and indirect subsidiaries on a consolidated
basis. References to "Dollar Tree" and "98 CENTS Clearance Centers" generally
refer to the distinct store types.
Dollar Tree(R), 98 CENTS Clearance Centers(R), Only $One(R) and their
respective logos are registered trademarks of the Company. Other trademarks
referenced herein are trademarks of their respective legal owners.
No person has been authorized to give any information or to make any
representations other than those contained in this prospectus in connection with
the offering made hereby, and if given or made, such information or
representations must not be relied upon as having been authorized by Dollar
Tree, any selling shareholder or by any other person. Neither the delivery of
this prospectus nor any sale made hereunder shall, under any circumstances,
create any implication that information herein is correct as of any time
subsequent to the date hereof. This prospectus does not constitute an offer to
sell or a solicitation of an offer to buy any security other than the securities
covered by this prospectus, nor does it constitute an offer to or solicitation
of any person in any jurisdiction in which such offer or solicitation may not
lawfully be made.
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A WARNING ABOUT FORWARD-LOOKING STATEMENTS
We have made "forward-looking statements" in this document (and certain
documents we refer to in this document) as that term is used in the Private
Securities Litigation Reform Act of 1995. Such statements are based on the
beliefs and assumptions of our management, and on information currently
available to our management. The assumptions, beliefs and current information
could be mistaken.
Forward-looking statements include the information concerning our
operations, economic performance and financial condition and also include any
statements preceded by, followed by or including words such as "believe,"
"anticipate," "expect," "intend," "plan" or "estimate." Any statements
concerning the anticipated performance of the Company in future periods could be
inaccurate and are subject to risks relating to, among other things:
o possible difficulties in meeting our expansion goals, including
anticipated store openings, growth in same-store sales, and
development of large-format stores;
o dependence on imports and vulnerability to import tariffs and
restrictions, particularly non-renewal of normal trade relations,
the possible imposition of punitive duties, and factors relating
to China;
o adverse economic factors and increases in our costs, including
shipping rate increases, possible increases in the minimum wage,
and general inflation;
o potentially limited availability of low-cost, high-quality
merchandise;
o the capacity and the performance of our distribution system and
its ability to cope with our expansion plans as well as
unforeseen difficulties;
o increasing competition in the discount retail market; and
o the potential failure of the computer systems that support our
business (including systems supporting our vendors and suppliers
both in the United States and abroad) to recognize the year
2000.
For additional discussion of the factors that could affect our actual
results, performance or actions, see "Risk Factors" in this prospectus and
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and "Business" in the documents incorporated by reference into this
prospectus.
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THE COMPANY
Dollar Tree's principal executive offices are located at 500 Volvo
Parkway, Chesapeake, Virginia 23320. Dollar Tree's telephone number is (757)
321-5000.
RISK FACTORS
An investment in our company involves a high degree of risk. You should
carefully consider the specific risk factors listed below, together with the
cautionary statements on the inside front cover of this prospectus and the other
information included or incorporated in this prospectus before purchasing the
common stock.
We may not be able to meet our aggressive expansion goals
Our continued growth will be jeopardized if we cannot continue to
aggressively and steadily expand the number of our stores and related support
systems in a profitable and efficient manner. We expect to add 230 to 235 stores
during 1999, bringing our total number of stores to 1,386 to 1,391. Management
believes that the Company is well positioned to operate our new stores and
expand our support systems profitably and efficiently. However, we may not
achieve our targets for opening new stores in this or future years and we may
not anticipate all the changing demands that our expanding operations will
impose on our systems and personnel. Our failure to efficiently and profitably
execute our expansion plans could have a material adverse effect on our business
and results of operations.
We expect the primary source of our future revenue growth to be new
store openings. As a fixed $1.00 price point retailer, we cannot increase the
sales price of our merchandise to support revenue growth. Moreover, we believe
that future increases in sales at our existing stores, if any, will be lower
than those experienced in the past, increasing the importance of new store
openings to our growth.
Managing our future growth has become more complex because we are now
operating "large format" stores to supplement our traditional Dollar Tree
stores. The new format includes stores ranging from 7,000 to 14,000 square feet
in size and generally sells more consumable merchandise. Through recent mergers
we have also added sixty-six "98 Cents Clearance Center" stores on the West
Coast and twenty-four "Only $One" stores in New York -- substantially all of
which are large format stores.
In expanding our store base and deploying the larger format, we are
likely to encounter numerous challenges. Some of these challenges may be
difficult to manage in the context of our aggressive growth plans. Still others
may be impossible to manage as they are entirely controlled by outside economic
factors. Our success depends on whether we can, among other things:
o supply an ever increasing number of stores with the proper mix
and amount of merchandise -- a task made even more difficult now
that we operate stores from coast to coast and use two store
formats,
o hire, train and retain an increasing number of qualified
employees -- including associates, managers, and executives -- at
affordable rates of compensation,
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o obtain an increasing quantity of high quality, low cost
merchandise,
o identify, secure leases for, build-out, and open suitable store
sites on a timely basis and on favorable terms,
o successfully locate and operate stores in new geographic markets,
where we have no or only limited store operations, and in our
established geographic markets, where some of our new stores may
compete with our existing stores for customers, and
o expand internal store support systems, such as new distribution
centers, in an efficient, timely and economical manner.
Adverse economic conditions such as inflation could affect our business
Our future success depends on our ability to manage the effect of
future changes in economic conditions both in the United States -- where we sell
merchandise -- and in Asia -- where we buy a large portion of our merchandise.
Inflation, particularly in the areas of operating, labor and merchandise costs,
also affects our business significantly. For example, increases in hourly
minimum wage rate and trans-Pacific shipping rates in recent years have
increased our payroll and shipping costs.
The federally mandated minimum wage increased by $0.50 per hour on
October 1, 1996 and by an additional $0.40 per hour on September 1, 1997. These
changes increased payroll costs by approximately $5 million in 1998. Proposals
now before the U.S. Congress call for increasing the federal minimum wage by an
additional $1.00 an hour over two or three years. We expect that this or any
comparable increase in the minimum wage, if eventually passed into law, would
significantly increase our payroll costs.
In May 1998, a trans-Pacific ocean-shipping cartel imposed a freight
rate increase on U.S. imports from Asia. Effective May 1, 1999, the cartel
imposed a further rate increase. We believe the new rates will increase our
shipping costs by approximately $4 million in 1999.
As a fixed price point retailer, we cannot raise the price of our
merchandise to offset cost increases. Instead, we attempt to offset a cost
increase in one area by finding cost savings or operating efficiencies in
another area. We cannot assure you that we will be able to realize future cost
savings or operating efficiencies that will offset all future cost increases.
Our failure to realize offsetting cost savings or operating efficiencies could
have a material adverse effect on our business and results of operations.
We rely heavily on imported merchandise, especially from China
Our future success also depends on whether we can import an increasing
quantity of quality merchandise at favorable costs. We rely heavily on foreign
direct and indirect imports, which account for a majority of our inventory.
China is the source of a substantial majority of our direct imports and, we
believe, it is also the largest source of our indirect imports. We primarily
import goods from Hong Kong and Taiwan (through which our Chinese imports flow),
Thailand, Mexico, Indonesia, Italy and India.
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Imported goods are less expensive than domestic goods and have
contributed significantly to our profit margins. However, imported goods present
significant risks including:
o disruptions in the sourcing and supply of foreign goods,
o increases in the cost of purchasing or shipping foreign
merchandise, and
o inconsistent compliance by certain foreign manufacturers with
U.S. laws governing the design, manufacture, packaging and
labeling of products.
These risks may arise because of a variety of political and economic factors,
including:
o loss of normal trade relations, formerly known as "most favored
nation" trading status, import duties, import quotas, and other
trade sanctions,
o a lack of preparedness in China and other Asian countries for the
Year 2000 problem, which could result in an unstable supply of
electricity, water, and other utilities and services provided by
foreign governments,
o material shortages, work stoppages and strikes,
o economic crises, such as those experienced by the countries of
Southeast Asia beginning in 1998,
o international disputes, such as the tensions between China and
Taiwan and those which followed NATO's bombing of China's embassy
in Yugoslavia, and
o internal political unrest.
Chinese goods imported into the United States have been subject to
favorable duties because China is granted normal trade relations. The American
government reviews China's trade status on an annual basis and renewed normal
trade relations with China on July 27, 1999 for another year. However, there is
significant political opposition to the extension of normal trade relations with
China because of a variety of issues, including China's trade surplus with the
United States, its failure to open its markets adequately to U.S. businesses,
its human rights record, its alleged interference in U.S. national elections,
and its acquisition and sale of weapons and sensitive U.S. military technology.
U.S. government officials testified in June 1999 that ending normal trade
relations with China would raise tariffs on Chinese products from their current
trade-weighted average of 4% to an estimated 44%, and, depending on the extent
of the tariffs and the nature of the goods affected, such an increase could
impose significantly higher purchasing costs on our company.
In addition, the United States could impose trade sanctions on Chinese
goods. In 1995, the United States threatened to impose punitive trade tariffs on
certain categories of Chinese goods in response to China's failure to protect
the intellectual property of American businesses.
In the event the potential risks described above actually arise, we
believe we could find alternative sources of supply to our imports that become
unavailable or too costly. However, the transition to alternative sources of
supply may not occur in time to meet our demands and products from alternative
sources may be
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of lesser quality and more expensive than those we currently import, which could
have a material adverse effect on our business and results of operations.
We may have difficulty obtaining enough quality, low-cost merchandise
Our future success depends upon our ability to select and purchase
quality merchandise at attractive prices to maintain a balance of regularly
available core products and a changing mix of fresh merchandise at the $1.00
price point. We have historically been able to locate and purchase quality
merchandise, but such merchandise may not be available in the future, or it may
not be available in quantities necessary to accommodate the expansion of our
company. We do not have continuing contracts for the purchase of merchandise and
must continuously seek out buying opportunities from both our existing suppliers
and new sources, for which we compete with wholesalers, discount chains, mass
merchandisers, food markets, drug chains, club stores, other retailers and
various small privately-held companies and individuals. Although we are not
dependent on any single supplier or group of suppliers, our business and results
of operations could be adversely affected by a disruption in the availability of
sufficient quantities of high quality, affordable merchandise.
We could encounter unforeseen disruptions or costs in receiving and distribution
Our future success also depends on whether we obtain inventory from
suppliers and ship them to our stores in a timely and cost efficient manner.
Substantially all of our inventory is shipped or picked-up directly from
suppliers and delivered to our distribution centers in Chesapeake, Virginia,
Olive Branch, Mississippi, North Highlands, California and Chicago, Illinois.
The inventory is then processed and distributed to our stores. The orderly
operation of our receiving and distribution process depends on effective
management of our distribution centers and strict adherence to shipping
schedules (especially those from Asia).
Our rapid growth places significant pressure on our distribution and
receiving systems. Some of the factors that could have an adverse effect on our
distribution and receiving systems are:
o Expansion, replacement and addition of distribution centers. The
distribution center in North Highlands, California is currently
near its maximum capacity. During the first quarter of 2000, we
expect to replace the North Highlands facility with a leased
distribution center now under construction in Stockton,
California. Management expects the Stockton facility will
eventually service 300 to 400 large format stores when it is
fully automated. In the foreseeable future, we will be required
to expand, replace and build other distribution centers on a
tight and demanding time schedule in order to accommodate our
aggressive growth plans.
o Costs associated with replaced distribution center sites. We will
remain liable for rent and pass-through costs under the North
Highlands lease until June 2008, at a current annual cost of
approximately $641,000. We may not be able to secure an
acceptable sublease for this site or other leased sites we may
replace in the future.
o Shipping disruptions. The economic crisis in Southeast Asia
resulted in a shipping container shortage in 1998. We can give no
assurance that shipping disruptions will
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not occur in the future. We may be forced to alter our shipping
schedules in the future to react to shipping disruptions. In
turn, this could create bottlenecks in the receipt of goods by
the distribution centers and adversely affect the orderly and
timely distribution of goods to our stores.
o Unionization of our work force. From time to time, the
International Brotherhood of Teamsters has actively attempted to
organize our employees at our Chesapeake and Chicago distribution
centers. Unionization of a portion of our distribution center
workforce could result in labor disagreements that could cause a
disruption in the receipt or distribution of merchandise.
o Natural or man-made disasters. A fire, explosion, hurricane,
tornado, flood, earthquake or other disaster at our distribution
facilities could result in a significant disruption in the
receipt and distribution of goods. The facilities in California
and Mississippi are susceptible to earthquakes and the facilities
in Mississippi and Virginia are susceptible to hurricanes.
Although we maintain business interruption and property and
casualty insurance, a disaster could significantly disrupt the
distribution of goods to our stores for an extended period of
time.
Although management believes that our receiving and distribution process is
efficient and well-positioned to support our expansion plans, there is little
excess capacity in our current systems. We may not be able to anticipate or
respond to all the changing demands of our expanding operations or to events
beyond our control. Any of the foregoing risks could have a material adverse
effect on our business and results of operations.
We expect to encounter increasing competition
The retail industry is highly competitive. Our competitors include mass
merchandisers (such as Wal-Mart), discount stores (such as Dollar General),
closeout stores (such as Odd Lots and Big Lots) and other variety stores. In
past years, our principal competitors have not been other single price point
retailers. However, we expect that the expansion plans of other single price
point retailers will bring us increasingly into direct competition. Increased
competition could have a material adverse effect on our business and results of
operations.
We may experience disruptions caused by the failure of computers to recognize
the year 2000
Our company and our suppliers use computer software programs for a
variety of essential tasks, such as purchasing, distribution, store management,
financial systems and various administrative functions. Software applications in
these computers may be unable to interpret the upcoming calendar year 2000 and
beyond properly. We are in the process of evaluating and adjusting or replacing
all of our known date-sensitive systems for year 2000 compliance. We believe the
total costs of modifying our current systems will not exceed $275,000 and that
we will not have to defer any information technology projects to address the
year 2000 issue. However, we cannot guarantee that unknown problems will not
arise, resulting in remediation costs or disruptions of our business that could
have a material adverse effect on our business and results of operations.
Additionally, we are continuing to communicate with service providers
and domestic suppliers of
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merchandise to assess their Year 2000 readiness and the extent to which we may
be vulnerable to any third parties' failure to correct their own Year 2000
issues. Many of these parties have stated that their ability to supply us will
not be affected by the Year 2000 issue. However, we cannot be sure of their
timely compliance and our operations could suffer due to the failure of a
significant third part to become Year 2000 compliant.
We feel we are unable to adequately assess the potential effect of Year
2000 problems on our international suppliers, particularly in China. Several
recent studies suggest that the preparedness of China and other Asian countries
is considerably less than that of the United States and Europe, particularly in
the fields of manufacturing and utilities. We cannot predict the duration or
severity of any disruptions which may occur in China or the home countries of
our other overseas suppliers. In addition, we have evaluated the preparedness of
third parties who handle our international merchandise shipping for China. We
believe these third parties are substantially Year 2000 compliant.
Although we anticipate that minimal business disruption will occur as a
result of Year 2000 issues, possible consequences include, but are not limited
to, loss of communications links with store locations, customs delays, loss of
electric power, and the inability to process transactions or engage in similar
normal business activities. In addition, the United States and other world
economies could witness unusual purchasing patterns or other disruptions if
large numbers of consumers believe interruptions in power, communications, water
or food supplies are likely, regardless of the actual risks. Any such
disruptions could affect our business operations. With the substantial
completion of the assessment, implementation and testing phases of our plan, we
are now in the process of analyzing reasonably likely worst-case scenarios in
order to establish appropriate contingency plans. We expect to establish any
needed contingency plans by early in the fourth quarter of 1999.
The Year 2000 problem, particularly a failure in our normal merchandise
supply chain from China or other overseas suppliers, could have a material
adverse effect on our business and results of operations.
Note: This section is a Year 2000 readiness disclosure as defined under
the Year 2000 Information and Readiness Disclosure Act of 1998.
USE OF PROCEEDS
We will not receive any of the proceeds from the sale of common stock
in this offering.
PLAN OF DISTRIBUTION
Dollar Tree is registering all 501,600 shares on behalf of certain
selling shareholders. All of the shares were issued by us in connection with our
acquisition of Tehan's Merchandising, Inc. Our wholly-owned subsidiary merged
with Tehan's Merchandising, which as the surviving corporation changed its name
to Dollar Tree New York, Inc. and became our wholly-owned subsidiary. Dollar
Tree will receive no proceeds from this offering. The Selling Shareholders named
in the table below or pledgees, donees, transferees or other
successors-in-interest selling shares received from a named selling security
holder as a gift, partnership distribution or other non-sale-related transfer
after the date of this prospectus (collectively, the "Selling Shareholders") may
sell the shares from time to time. The Selling Shareholders will act
independently of the company in making decisions with respect to the timing,
manner and size of each sale.
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The sales may be made on one or more exchanges or in the over-the-counter market
or otherwise, at prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions. The Selling
Shareholders may effect such transactions by selling the shares to or through
broker-dealers. The shares may be sold by one or more of, or a combination of,
the following:
o a block trade in which the broker-dealer so engaged will attempt
to sell the shares as agent but may position and resell a portion
of the block as principal to facilitate the transaction,
o purchases by a broker-dealer as principal and resale by such
broker-dealer for its account pursuant to this prospectus,
o an exchange distribution in accordance with the rules of such
exchange,
o ordinary brokerage transactions and transactions in which the
broker solicits purchasers, and
o in privately negotiated transactions, including but not limited
to exchange trusts or similar exchange vehicles.
To the extent required, this prospectus may be amended or supplemented
from time to time to describe a specific plan of distribution. In effecting
sales, broker-dealers engaged by the Selling Shareholders may arrange for other
broker-dealers to participate in the resales.
The Selling Shareholders may enter into hedging transactions with
broker-dealers in connection with distributions of the shares or otherwise. In
such transactions, broker-dealers may engage in short sales of the shares in the
course of hedging the positions they assume with Selling Shareholders. The
Selling Shareholders also may sell shares short and redeliver the shares to
close out such short positions. The Selling Shareholders may enter into option
or other transactions with broker-dealers which require the delivery to the
broker-dealer of the shares. The broker-dealer may then resell or otherwise
transfer such shares pursuant to this prospectus. The Selling Shareholders also
may loan or pledge the shares to a broker-dealer. The broker-dealer may sell the
shares so loaned, or upon a default the broker-dealer may sell the pledged
shares pursuant to this prospectus.
Broker-dealers or agents may receive compensation in the form of
commissions, discounts or concessions from Selling Shareholders. Broker-dealers
or agents may also receive compensation from the purchasers of the shares for
whom they act as agents or to whom they sell as principals, or both.
Compensation as to a particular broker-dealer might be in excess of customary
commissions and will be in amounts to be negotiated in connection with the sale.
Broker-dealers or agents and any other participating broker-dealers or the
Selling Shareholders may be deemed to be "underwriters" within the meaning of
Section 2(11) of the Securities Act in connection with sales of the shares.
Accordingly, any such commission, discount or concession received by them and
any profit on the resale of the shares purchased by them may be deemed to be
underwriting discounts or commissions under the Securities Act. Because Selling
Shareholders may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act, the Selling Shareholders will be subject to the
prospectus delivery requirements of the Securities Act. In addition, any
securities covered by this prospectus which qualify for sale pursuant to Rule
144 promulgated under the Securities Act may be sold under Rule 144 rather than
pursuant to this
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prospectus. The Selling Shareholders have advised the company that they have not
entered into any agreements, understandings or arrangements with any
underwriters or broker-dealers regarding the sale of their securities. There is
no underwriter or coordinating broker acting in connection with the proposed
sale of shares by Selling Shareholders.
The shares will be sold only through registered or licensed brokers or
dealers if required under applicable state securities laws. In addition, in
certain states the shares may not be sold unless they have been registered or
qualified for sale in the applicable state or an exemption from the registration
or qualification requirement is available and is complied with.
Under applicable rules and regulations under the Exchange Act, any
person engaged in the distribution of the shares may not simultaneously engage
in market making activities with respect to our common stock for a period of two
business days prior to the commencement of such distribution. In addition, each
Selling Shareholder will be subject to applicable provisions of the Exchange Act
and the associated rules and regulations under the Exchange Act, including
Regulation M, which provisions may limit the timing of purchases and sales of
shares of our common stock by the Selling Shareholders. The company will make
copies of this prospectus available to the Selling Shareholders and has informed
them of the need for delivery of copies of this prospectus to purchasers at or
prior to the time of any sale of the shares.
The company will file a supplement to this prospectus, if required,
pursuant to Rule 424(b) under the Securities Act upon being notified by a
Selling Shareholder that any material arrangement has been entered into with a
broker-dealer for the sale of shares through a block trade, special offering,
exchange distribution or secondary distribution or a purchase by a broker or
dealer. Such supplement will disclose:
o the name of each such Selling Shareholder and of the
participating broker-dealer(s),
o the number of shares involved,
o the price at which such shares were sold,
o the commissions paid or discounts or concessions allowed to such
broker-dealer(s), where applicable,
o that such broker-dealer(s) did not conduct any investigation to
verify the information set out or incorporated by reference in
this prospectus, and
o other facts material to the transaction.
In addition, upon being notified by a Selling Shareholder that a donee
or pledgee intends to sell more than 500 shares, the company will file a
supplement to this prospectus.
The company will bear all costs, expenses and fees in connection with
the registration of the shares. The Selling Shareholders will bear all
commissions and discounts, if any, attributable to the sales of the shares. The
Selling Shareholders may agree to indemnify any broker-dealer or agent that
participates in transactions involving sales of the shares against certain
liabilities, including liabilities arising under the Securities Act. The Selling
Shareholders have agreed to indemnify certain persons, including broker-dealers
and agents, against certain liabilities in connection with the offering of the
shares, including liabilities arising
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under the Securities Act.
SELLING SHAREHOLDERS
The following table sets forth the number of shares owned by each of
the Selling Shareholders. None of the Selling Shareholders has had a material
relationship with Dollar Tree within the past three years other than as a result
of the ownership of the shares or other securities of Dollar Tree. No estimate
can be given as to the amount of shares that will be held by the Selling
Shareholders after completion of this offering because the Selling Shareholders
may offer all or some of the shares and because there currently are no
agreements, arrangements or understandings with respect to the sale of any of
the shares. The shares offered by this prospectus may be offered from time to
time by the Selling Shareholders named below.
<TABLE>
<CAPTION>
Number of Shares Percent of Number of Shares
Beneficially Outstanding Registered for
Name of Selling Shareholder Owned Shares Sale Hereby(1)
- --------------------------- ---------------- ----------- ----------------
<S> <C> <C> <C>
Basil Tehan (2) 100,320 * 100,320
Fred Tehan (2) 100,320 * 100,320
Richard Tehan (2) 100,320 * 100,320
Robert Tehan (2) 100,320 * 100,320
Steven Tehan (2) 100,320 * 100,320
======= ====== =======
Total 501,600 * 501,600
<FN>
* Represents beneficial ownership of less than 1%.
(1) This registration statement also shall cover any additional shares of
which become issuable in connection with the shares registered for sale
hereby by reason of any stock dividend, stock split, recapitalization
or other similar transaction effected without the receipt of
consideration which results in an increase in the number of Dollar
Tree's outstanding shares of common stock.
(2) The figure for each Selling Shareholder includes 5,016 shares held of
record by Steates, Remmell, Steates & Dziekan, a New York partnership,
as escrow agent under an Escrow Agreement dated June 30, 1999. Such
shares held by the escrow agent may be sold under this prospectus for
the benefit of the shareholder, provided the proceeds from such sale
will be held until at least June 30, 2000 as security for the
shareholder's indemnification obligations under the Escrow Agreement
and the Merger Agreement dated June 15, 1999, as amended on June 22,
1999, with Dollar Tree.
</FN>
</TABLE>
LEGAL MATTERS
The validity of the securities offered hereby will be passed upon for
Dollar Tree by Hofheimer Nusbaum, P.C., Norfolk, Virginia.
EXPERTS
The consolidated financial statements of Dollar Tree Stores, Inc. and
subsidiaries as of December 31, 1997 and 1998 and for each of the years in the
three-year period ended December 31, 1998 have been incorporated by reference
herein and in the registration statement in reliance upon the report of KPMG
LLP, independent certified public accountants, incorporated by reference herein
and upon the authority of said firm as experts in accounting and auditing.
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WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. You may read and copy any document we file 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. Our SEC filings are also available to the public
from our web site at http://www.dollartree.com or at the SEC's web site at
http://www.sec.gov.
The SEC allows us to "incorporate by reference" the information we file
with them, 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. We incorporate by reference 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 our
offering is completed.
1. Annual Report on Form 10-K for the year ended December 31, 1998,
filed March 25, 1999, including certain information in Dollar
Tree's Definitive Proxy Statement in connection with Dollar
Tree's 1999 Annual Meeting of Shareholders and certain
information in Dollar Tree's Annual Report to Shareholders for
the fiscal year ended December 31, 1998;
2. Dollar Tree's Quarterly Reports on Form 10-Q for the quarter
ended March 31, 1999, filed May 13, 1999 and for the quarter
ended June 30, 1999, filed August 10, 1999;
3. Dollar Tree's Current Reports on Form 8-K filed April 27, 1999,
June 10, 1999, July 22, 1999 and August 18, 1999; and
4. The description of Dollar Tree common stock contained in its
registration statement on Form 8-A filed February 28, 1995,
including any amendments or reports filed for the purpose of
updating such descriptions.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
Dollar Tree Stores, Inc.
Shareholder Services
500 Volvo Parkway
Chesapeake, Virginia 23320
(757) 321-5000
You should rely only on the information incorporated by reference or
provided in this prospectus or the prospectus supplement. We have authorized no
one to provide you with different information. You also 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.
13
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501,600 Shares
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Dollar Tree Stores, Inc.
TABLE OF CONTENT
------------------------------- Common Stock
Page
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PROSPECTUS
Certain Introductory Matters 2
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A Warning about Forward-Looking
Statements 3
The Company 4 August 30, 1999
Risk Factors 4
Use of Proceeds 9
Plan of Distribution 9
Selling Shareholders 12
Legal Matters 12
Experts 12
Where You Can Find More Information 13
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