As filed with the Securities and Exchange Commission on February 1, 1999
Registration No. 333-61139
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 2
TO
FORM S-4
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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)
VIRGINIA 54-1387365
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
500 Volvo Parkway
Chesapeake, VA 23320
(757) 321-5000
(Address and telephone number of
registrant's principal executive offices)
H. Ray Compton, Executive Vice President
500 Volvo Parkway, Chesapeake, Virginia 23320, (757) 321-5000
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
of Agent for Service)
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COPIES TO:
William A. Old, Jr., Esq. Tracy K. Edmonson, Esq.
Hofheimer Nusbaum, P.C. Latham & Watkins
999 Waterside Drive, Suite 1700 505 Montgomery Street, Suite 1900
Norfolk, Virginia 23510 San Francisco, ca 94111-2562
Telephone: (757) 622-0613 Telephone: (415) 395-8010
Facsimile: (757) 629-0660 Facsimile: (415) 395-8095
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DE-REGISTRATION OF SECURITIES
Dollar Tree Stores, Inc. ("Dollar Tree") hereby amends its Registration
Statement on Form S-4 (No. 333-61139), effective November 10, 1998 (the
"Registration Statement"), on which Dollar Tree registered 2,350,000 shares of
its common stock to be issued by Dollar Tree pursuant to a Merger Agreement
dated July 21, 1998 as amended by the Amendment to Merger Agreement dated
October 20, 1998 (the "Merger Agreement"), among Dollar Tree, Dollar Tree West,
Inc. (a wholly owned subsidiary of Dollar Tree) and Step Ahead Investments, Inc.
("Step Ahead").
Dollar Tree expects to issue a total of 2,152,000 shares of its common
stock pursuant to the Merger Agreement, including 324,000 shares of common stock
of Dollar Tree issuable upon exercise of outstanding stock options granted under
Step Ahead Investments, Inc. Long-Term Incentive Plan, as amended, and 165,000
shares of Dollar Tree's common stock issuable upon exercise of stock options
granted pursuant to the Dollar Tree Stores, Inc. 1998 Special Stock Option Plan.
This Post-Effective Amendment No. 2 is filed to de-register the shares of common
stock of Dollar Tree to the extent they will not be issued in connection with
the Merger Agreement. Therefore, a total of 198,000 shares of Dollar Tree's
common stock are to be de-registered upon the filing of this Post-Effective
Amendment No. 2.
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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-4 and has duly caused this
post-effective amendment no. 2 to registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Chesapeake,
Commonwealth of Virginia, on the 1st day of February, 1999.
DOLLAR TREE STORES, INC.
By /s/ Frederick C. Coble
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Frederick C. Coble
Senior Vice President - Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this post-effective amendment to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated:
SIGNATURE TITLE DATE
* Chairman of the Board; Director February 1, 1999
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J. Douglas Perry
* President and Chief Executive February 1, 1999
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Macon F. Brock, Jr. Officer; Director (principal
executive officer)
* Executive Vice President; Secretary February 1, 1999
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H. Ray Compton Treasurer and Director
/s/ Frederick C. Coble Senior Vice President and Chief February 1, 1999
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Frederick C. Coble Financial Officer (principal
financial and accounting officer)
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* Vice Chairman; Director February 1, 1999
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John F. Megrue
* Director February 1, 1999
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Allan W. Karp
* Director February 1, 1999
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Thomas A. Saunders, III
* Director February 1, 1999
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Alan L. Wurtzel
* Director February 1, 1999
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Frank Doczi
By:/s/ Frederick C. Coble As attorney in fact February 1, 1999
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Frederick C. Coble
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