DOLLAR TREE STORES INC
SC 13G/A, 2000-02-14
VARIETY STORES
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                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

                                 SCHEDULE 13G/A

          Under the Securities Exchange Act of 1934 (Amendment No. 3)*

                            Dollar Tree Stores, Inc.
              -----------------------------------------------------
                                (Name of Issuer)

                                  Common Stock
              -----------------------------------------------------
                         (Title of Class of Securities)

                                   256747 10 6
              -----------------------------------------------------
                                 (CUSIP Number)



*The  remainder of this cover page shall be filled out for a reporting  person's
initial filing on this form with respect to the subject class of securities, and
for any  subsequent  amendment  containing  information  which  would  alter the
disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).


                               Page 1 of 4 Pages
<PAGE>

CUSIP No.  256747 10 6              13G                    Page 2 of 4 Pages
- ------------------------------------------------------------------------------
1   NAME OF REPORTING PERSON
          J. Douglas Perry
- ------------------------------------------------------------------------------
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                             (a)  [  ]
                                                             (b)  [  ]
- ------------------------------------------------------------------------------
3   SEC USE ONLY
- ------------------------------------------------------------------------------
4   CITIZENSHIP OR PLACE OF ORGANIZATION
            United States of America
- ------------------------------------------------------------------------------
 NUMBER OF      5    SOLE VOTING POWER
   SHARES                                  4,258,031
BENEFICIALLY    --------------------------------------------------------------
  OWNED BY      6    SHARED VOTING POWER
    EACH                                     152,600
 REPORTING      --------------------------------------------------------------
   PERSON       7    SOLE DISPOSITIVE POWER
    WITH                                   4,258,031
                --------------------------------------------------------------
                8    SHARED DISPOSITIVE POWER
                                             152,600
- ------------------------------------------------------------------------------
9  AGGREGATE  AMOUNT   BENEFICIALLY   OWNED  BY  EACH  REPORTING  PERSON
                                           4,410,631
- ------------------------------------------------------------------------------
10 CHECK BOX IF THE  AGGREGATE  AMOUNT IN ROW (9) EXCLUDES  CERTAIN  SHARES*
     Not applicable
- ------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
                                             7.0%
- ------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
                                             IN (Individual)
- ------------------------------------------------------------------------------
                    *SEE INSTRUCTIONS BEFORE FILLING OUT




<PAGE>
                                                             Page 3 of 4 Pages
Item 1. Issuer
                  Dollar Tree Stores, Inc.
                  500 Volvo Parkway
                  P.O. Box 2500
                  Norfolk, VA 23501-2500

Item 2. Filer
                  J. Douglas Perry
                  500 Volvo Parkway
                  P.O. Box 2500
                  Norfolk, VA 23501-2500
                  Common Stock
                  CUSIP Number: 256747 10 6

Item 3.           N/A

Item 4. Ownership

     Includes  1,350,000  shares and 1,256,600 shares issuable upon the exercise
of currently  exercisable  warrants which are owned by trusts for the benefit of
certain  Perry  family  members,  of which Mr. Perry is a trustee, 13,000 shares
issuable under the Dollar Tree Stock Incentive Plan, and 152,600 shares
owned by a private foundation over which Mr. Perry and his wife, Patricia
W. Perry, exercise shared control, but excludes 28,247 shares owned by Patricia
W. Perry.

     (a) Amount  Beneficially  Owned:                 See Item 9 on cover  page
     (b)  Percent of Class:                           See Item 11 on cover  page
     (c)  Number of  shares as to which  such person has:
          (i) sole power to vote or to direct the vote:
                                                       See Item 5 on cover page
         (ii) shared  power  to vote or to direct
              the vote:                                See Item 6 on cover page
        (iii) sole power to dispose or to direct the
                  disposition of:                      See Item 7 on cover page
         (iv) shared power to dispose or to direct the
                  disposition of:                      See Item 8 on cover page

Item 5. Ownership of Five Percent or Less of a Class.
          Not applicable.

Item 6. Ownership of More than Five Percent on Behalf of Another Person.
         Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired
        the Security Being Reported on By the Parent Holding Company.
         Not applicable.

Item 8. Identification and Classification of Members of the Group.
         Not applicable.

Item 9. Notice of Dissolution of Group.
         Not applicable.

Item 10. Certification.

     By signing  below I certify  that,  to the best of my knowledge and belief,
the  securities  referred  to above  were  acquired  in the  ordinary  course of
business  and were not acquired for the purpose of and do not have the effect of
changing or  influencing  the control of the issuer of such  securities and were
not acquired in connection  with or as a participant in any  transaction  having
such purpose or effect.

<PAGE>
                                                            Page 4 of 4 Pages
Signature

     After  reasonable  inquiry and to the best of my  knowledge  and belief,  I
certify that the  information  set forth in this Schedule 13G in connection with
beneficial ownership of the common stock of Dollar Tree Stores, Inc. at December
31, 1999 is true, complete and correct.


Date:  February 14, 2000

By:   /s/ J. Douglas Perry
    -----------------------
     Signature



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