As filed with the Securities and Exchange Commission on November 9, 2000
Registration No. 333-35916
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 1 TO
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)
VIRGINIA 5331
(State or Other Jurisdiction of (Primary Standard Industrial
Incorporation or Organization) Classification Code Number)
54-1387365
(I.R.S. Employer
Identification No.)
500 VOLVO PARKWAY, CHESAPEAKE, VIRGINIA 23320, (757)321-5000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
of Registrant's Principal Executive Offices)
FREDERICK C. COBLE, SENIOR VICE PRESIDENT - CHIEF FINANCIAL OFFICER
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.
JOHN S. MITCHELL, JR., ESQ.
HOFHEIMER NUSBAUM, P.C.
999 WATERSIDE DRIVE, SUITE 1700
NORFOLK, VIRGINIA 23510
TELEPHONE: (757) 629-0613
FACSIMILE: (757) 629-0660
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this registration statement becomes effective.
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. [X]
If this Form is filed to register additional securities for an offering
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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. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(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. [ ]
The registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereunder become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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The information in this prospectus is not complete and may be changed without
notice. The selling shareholders may not sell these securities until the
registration statement filed with the Securities and Exchange Commission is
effective. This prospectus is not an offer to sell these securities and the
selling shareholders are not soliciting an offer to buy these securities in any
state jurisdiction where the offer or sale is not permitted.
(Preliminary) Prospectus
Issued November ___, 2000
2,217,490 Shares
Dollar Tree Stores, Inc.
Common Stock
This prospectus relates to the public offering, which is not being
underwritten, of 2,217,490 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 November 6, 2000, the average of the high and low price for the common
stock was $38.46.
Investing in our 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 November ___, 2000.
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CERTAIN INTRODUCTORY MATTERS
Dollar Tree(R), 98 CENT Clearance Centers(R), Only $One(R), Dollar
Express(R) and the related logos are our registered trademarks. Other trademarks
referred to in this prospectus are trademarks of their legal owners.
This prospectus does not constitute an offer to sell or a solicitation of
an offer to buy any securities offered hereby by anyone in any jurisdiction in
which such offer or solicitation is not authorized or in which the person making
such offer or solicitation is not qualified to do so or to any person to whom it
is unlawful to make such offer or solicitation.
References to "we," "our" and "the company" generally refer to Dollar Tree
Stores, Inc. and its direct and indirect subsidiaries on a consolidated basis.
WARNING ABOUT FORWARD-LOOKING STATEMENTS
This prospectus and the documents referred to in this prospectus contain
"forward-looking statements" as that term is used in the Private Securities
Litigation Reform Act of 1995. Forward-looking statements address future events,
developments or results and typically use words such as believe, anticipate,
expect, intend, plan or estimate. For example, our forward-looking statements
include statements regarding:
o our anticipated comparable store net sales and net sales per
square foot;
o our growth plans, including our plans to open, add, expand or
relocate stores;
o the integration of Dollar Express into our business, the effect of
Dollar Express on our operating results and expenses related to
the Dollar Express merger;
o the possible effect of inflation and other economic changes on
our future costs and profitability, including the possible
effect of shipping costs, freight costs, fuel costs, minimum
wage rates and wage costs;
o our cash needs, including our ability to fund our future capital
expenditures and working capital requirements;
o the capabilities of, and the cost of improving our supply chain
processes;
o the future reliability of, and cost associated with, our sources
of supply, particularly China;
o the future availability and cost of quality merchandise that can
be profitably sold for $1.00;
o the capacity, performance and cost of our existing and planned
distribution centers, including opening and expansion schedules;
and
o our expectations regarding competition.
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For a discussion of the risks, uncertainties, and assumptions that could
affect our future events, developments or results, you should carefully review
the "Risk Factors" beginning on page 4 of this prospectus, "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
"Business" in the documents we refer to in this prospectus. In light of these
risks, uncertainties and assumptions, the future events, developments or results
described by our forward-looking statements in this prospectus or in the
documents referred to in this prospectus could turn out to be materially
different from those we discuss or imply. We have no obligation to publicly
update or revise our forward-looking statements after the date on the front
cover of this prospectus and you should not expect us to do so.
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You should rely only on the information contained or referred to in this
prospectus. We have not authorized any other person to provide you with
different information. If anyone provides you with different or inconsistent
information, you should not rely on it. You should also be aware that while we
do, from time to time, communicate with securities analysts, it is against our
policy to disclose to them any material nonpublic information or other
confidential commercial information. Accordingly, you should not assume that we
agree with any statement or report issued by any analyst regardless of the
content of the statement or report. We also have a policy against issuing
financial forecasts or projections or confirming those issued by others. Thus,
to the extent that reports issued by securities analysts contain any
projections, forecasts or opinions, such reports are not our responsibility. You
should assume that the information appearing in this prospectus is accurate only
as of the date on the front cover of this prospectus. Our business, financial
condition, results of operations and prospects may have changed since that date.
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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 COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. YOU
SHOULD CAREFULLY CONSIDER THE SPECIFIC RISK FACTORS LISTED BELOW TOGETHER WITH
ALL OTHER INFORMATION INCLUDED OR INCORPORATED IN THIS PROSPECTUS BEFORE YOU
DECIDE TO INVEST IN OUR COMMON STOCK. IF ANY OF THE FOLLOWING RISKS MATERIALIZE,
THEN OUR BUSINESS, FINANCIAL CONDITION, RESULTS OF OPERATIONS OR PROSPECTS COULD
BE ADVERSELY AFFECTED. IF THAT OCCURS, THE MARKET PRICE OF OUR COMMON STOCK
COULD FALL, AND YOU COULD LOSE ALL OR PART OF YOUR INVESTMENT.
FAILURE TO MEET OUR AGGRESSIVE EXPANSION GOALS OR SUCCESSFULLY MANAGE OUR
GROWTH MAY HARM OUR NET SALES GROWTH AND PROFITABILITY
If we do not significantly increase the number of our stores and the
capacity of our store support systems in a profitable, timely and efficient
manner, our net sales growth and profitability may be harmed. As a single price
point retailer, we cannot increase our sales prices. Therefore, we rely heavily
on new and larger stores and expanded or relocated stores to increase sales and
profitability. We will add 220 to 225 stores during 2000, which will include
adding 50 to 52 stores in the fourth quarter. We expect to add 260 to 280 stores
during 2001. Managing our growth has become more complex because we are now
operating over 1,677 stores in 36 states from coast to coast. We may not
anticipate all the challenges that our expanding operations will impose on our
systems and personnel. We may not meet our targets for opening new stores and
expanding profitably. Our continued growth will depend on whether we can:
o supply an increasing number of stores with the proper mix and
volume of merchandise;
o successfully add and operate larger stores, with which we have
less experience;
o hire, train and retain an increasing number of qualified
employees, including associates, managers and executives, at
affordable rates of compensation;
o locate, lease, build out and open stores in suitable locations on
a timely basis and on favorable economic terms;
o expand into new geographic markets, where we have limited or no
experience;
o expand within our established geographic markets, where new stores
may draw sales away from our existing stores; and
o build, expand and upgrade distribution centers and internal
store support systems in an efficient, timely and economical
manner.
OUR PROFITABILITY IS ESPECIALLY VULNERABLE TO FUTURE INCREASES IN OPERATING AND
MERCHANDISE COSTS
Future increases in labor, shipping, merchandise and other operating costs
may reduce our profitability. As a fixed price retailer, we cannot raise
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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. Inflation and adverse economic changes in the United
States, where we both buy and sell merchandise, and in China and other parts of
Asia, where we buy a large portion of our merchandise, may reduce our
profitability.
Past increases in the minimum wage, trans-Pacific shipping rates and fuel
costs have materially increased our expenses. In 2000, we believe that oceanic
shipping rate increases will add $2.0 to $3.0 million to our shipping costs. In
addition, we believe that fuel cost increases will add approximately $0.6
million to our domestic freight expense in the fourth quarter for a total of
$1.0 to $1.2 million in 2000. In 1998, the $0.90 per hour increase in the
minimum wage implemented in 1996 and 1997 added approximately $5.0 million to
our payroll cost, excluding the effect of the increase on the operations of
Dollar Express, Only $One and 98 Cent Clearance Center. The U.S. Congress has
been considering versions of a minimum wage bill that increase the hourly wage
by $1.00. If the minimum wage were to increase by $1.00, we believe that, unless
we realize offsetting cost reductions, our annual payroll expenses would
increase by approximately 2.0% to 2.5% of operating expenses.
WE EXPECT THAT THE DOLLAR EXPRESS MERGER WILL REDUCE OUR NET INCOME PER COMMON
SHARE IN 2000
We expect that the Dollar Express merger will reduce our net income per
common share in 2000. In addition to merger related costs of approximately $4.4
million, we expensed approximately $629,000 for the early repayment of Dollar
Express's debt in the second quarter of 2000. We also incurred additional
selling, general and administrative expenses of approximately $2.6 million over
the second and third quarters of 2000 to:
o train store personnel on new systems, policies, and procedures;
o phase out some of Dollar Express's computer systems and store
registers;
o prepare the stores for the fourth quarter selling season;
o improve benefits;
o conduct physical inventories; and
o pay severance.
Moreover, we may experience delays, unexpected costs and other difficulties
integrating with Dollar Express. The Dollar Express merger requires the
integration of Dollar Express's purchasing department, store operations,
shipping and receiving operations and real estate leasing functions with those
of Dollar Tree. Full integration of the two organizations will require
considerable time and effort on the part of Dollar Tree's management, reducing
the time they can devote to our other operations. To realize the economic
benefits we hope to achieve from the merger, we must decrease the cost of Dollar
Express's merchandise, identify and eliminate redundant operating costs and
increase its net sales. We may experience delays in, or be unable to achieve,
our expected cost reductions and expected net sales, which could result in the
merger further diluting our net income per common share in 2000.
UNFORESEEN DISRUPTIONS OR COSTS IN OPERATING AND EXPANDING OUR RECEIVING AND
DISTRIBUTION SYSTEMS MAY HARM OUR SALES AND PROFITABILITY
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Our future success will depend on our ability to obtain merchandise from
suppliers and ship it to our stores in a timely and cost-effective manner. We
may not anticipate, respond to or control all the challenges of operating and
expanding our receiving and distribution systems. Some of the factors that could
have an adverse effect on our shipping and receiving systems or costs are:
o EXPANSION, REPLACEMENT AND ADDITION OF DISTRIBUTION CENTERS. There
is little excess capacity in our current distribution system. Our
rapid growth, including the recent Dollar Express merger, places
significant pressure on this critical function. With the opening
of our Savannah, Georgia distribution center we estimate that our
distribution system will have the capacity to support net sales of
$2.3 billion per year. Our net sales during the twelve-month
period ending September 30, 2000 were $1.6 billion. We currently
operate distribution centers in Chesapeake, Virginia; Olive
Branch, Mississippi; Chicago, Illinois; Stockton, California; and
Philadelphia, Pennsylvania. We plan to open a distribution center
in Savannah in the first quarter of 2001 and a new distribution
center in Briar Creek, Pennsylvania in early 2002. We must expand
or replace existing distribution centers and build new ones on a
tight time schedule or we will not meet our aggressive growth
plans.
o CONTINUING COSTS ASSOCIATED WITH REPLACED DISTRIBUTION CENTERS. In
1998, we replaced our Memphis, Tennessee distribution center with
our fully automated distribution center located in Mississippi. In
January 2000, we replaced our Sacramento, California distribution
center with our new facility located in Stockton. We will remain
liable for rent and pass-through costs under the Memphis lease
until September 2005 and the Sacramento lease until June 2008. We
have subleased the Memphis center through March 2002. The annual
rent and pass-through costs are $745,000 for the Memphis facility
and $585,000 for the Sacramento facility. We have accrued net
selling, general and administrative expenses of $1.4 million for
the remaining rent and pass-through costs related to the closed
Memphis and Sacramento facilities and may have to accrue further
charges for these facilities in the future if we are unable to
obtain new or extended subleases. The lease for our existing
distribution center in Philadelphia does not expire until December
31, 2002, and we anticipate replacing this facility with our new
facility in Briar Creek in early 2002. We are responsible for
annual rent and pass-through costs of $525,000 for the
Philadelphia facility.
o SHIPPING. Our oceanic shipping schedules may be disrupted or
delayed from time to time. We have experienced shipping rate
increases imposed by the trans-Pacific shipping cartel over
the last several years.
o VULNERABILITY TO NATURAL OR MAN-MADE DISASTERS. A fire, explosion,
hurricane, tornado, flood, earthquake or other disaster at any of
our distribution facilities could significantly disrupt our
distribution system, particularly because there is little excess
capacity in our existing system. The facilities in California and
Mississippi are especially vulnerable to earthquakes. The
facilities in Mississippi, Virginia and Georgia are especially
vulnerable to hurricanes.
o LABOR DISAGREEMENT. Labor disagreements or disruptions may result
in delays in the delivery of merchandise to our stores and
increased costs.
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AN INCREASE IN THE COST OR A DISRUPTION IN THE FLOW OF OUR IMPORTED GOODS MAY
SIGNIFICANTLY DECREASE OUR SALES AND PROFITS
We rely heavily on imported goods to sell in our stores. Merchandise
imported directly from overseas manufacturers and agents accounts for
approximately 40% to 45% of our total purchases at retail. In addition, we
believe that a small portion of our goods purchased from domestic vendors is
imported. China is the source of a substantial majority of our imports. Imported
goods are generally less expensive than domestic goods and contribute
significantly to our favorable profit margins. A disruption in the flow of our
imported merchandise or an increase in the cost of those goods may significantly
decrease our sales and profits.
If Chinese or other imported merchandise becomes more expensive or
unavailable, the transition to alternative sources may not occur in time to meet
our demands. Products from alternative sources may also be of lesser quality and
more expensive than those we currently import. Risks associated with our
reliance on imported goods include:
o disruptions in the flow of imported goods because of factors such
as:
o raw material shortages, work stoppages, strikes and
political unrest;
o problems with oceanic shipping, including shipping container
shortages;
o economic crises and international disputes, such as China's
claims to sovereignty over Taiwan; and
o increases in the cost of purchasing or shipping foreign
merchandise resulting from:
o failure of the United States to maintain normal trade
relations with China;
o import duties, import quotas and other trade sanctions; and
o increases in shipping rates imposed by the trans-Pacific
shipping cartel.
Chinese goods imported into the United States enjoy favorable duties
because the United States has granted China normal trade relations. However, the
United States could impose punitive trade sanctions on Chinese goods for a
variety of reasons. Although no punitive import duties are currently imposed,
the United States Trade Representative has in the past threatened retaliatory
sanctions equaling as much as 100% of the cost of some Chinese goods.
DIFFICULTIES EXPERIENCED IN OBTAINING SUFFICIENT QUANTITIES OF LOW-COST
MERCHANDISE MAY CAUSE OUR SALES AND PROFITS TO SUFFER
Our future success depends on our ability to buy larger quantities of
quality merchandise at low prices. Because we sell our merchandise at a fixed
price, it would be difficult to maintain our gross profit margins if our
merchandise costs increased. Disruptions in the availability of quality, low-
cost merchandise in sufficient quantities to maintain our growth may reduce our
sales and profits. Quality, low-cost merchandise may not be available in the
future, or it may not be available in the quantities necessary for our
expansion. We do not have significant long-term or continuing contracts for the
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purchase of merchandise, and we compete with other retailers and wholesalers for
new buying opportunities from both our existing suppliers and new sources. We
sometimes buy merchandise from manufacturers having standard sales policies that
a dollar retailer cannot satisfy. For example, a policy may require us to sell a
product at a retail price above $1.00, advertise or comply with some other
restriction that is inconsistent with our method of operation. As a result, we
could have difficulty obtaining low-cost merchandise and could incur some
additional expenses.
OUR OPERATING RESULTS COULD FLUCTUATE SIGNIFICANTLY AND CAUSE OUR STOCK PRICE TO
FALL
We expect to experience fluctuations in our quarterly and annual operating
results, which may cause the price of our stock to fall. We realize a
disproportionately large amount of our net sales and net income during the
Christmas and Easter seasons. In anticipation of these holidays, we purchase
substantial amounts of seasonal inventory and hire many temporary employees. If
for any reason our net sales were below seasonal norms, our operating results
would suffer.
We continually change our mix of seasonal merchandise, non-seasonal
merchandise and consumable products. As a result, our comparable store net sales
and gross profit margins fluctuate from quarter to quarter. Our quarterly and
annual results of operations, including comparable store net sales and income,
also fluctuate for a variety of other reasons, including:
o the net sales contributed by new and expanded and relocated
stores;
o changes in the date on which Easter is observed each year and the
length of the Easter and Christmas selling seasons;
o the timing of new store openings;
o difficulties in obtaining sufficient quantities of merchandise
from our suppliers;
o disruptions in or adjustments to our shipping and receiving
schedules;
o competition; and
o economic and weather conditions.
We believe that future comparable store net sales increases, if any, will
be lower than those experienced in the past. In any quarter, comparable store
net sales may be lower than our annual average.
INCREASED COMPETITION IN THE FUTURE MAY REDUCE OUR SALES AND PROFITS
The retail industry is highly competitive and we expect competition to
increase in the future. Increased competition may reduce our sales and profits.
Our competitors include variety and discount stores such as Dollar General,
closeout stores such as Odd Lots and Big Lots, mass merchandisers such as Wal-
Mart, and, to a lesser extent, other fixed price retailers. We expect that our
expansion plans, as well as the expansion plans of other fixed price retailers
such as 99 Cents Only Stores based in Southern California, will increasingly
bring us into direct competition. Competition may also increase because there
are no significant economic barriers to other companies becoming fixed price
retailers.
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THE SUBSTANTIAL NUMBER OF SHARES OF OUR COMMON STOCK THAT ARE ELIGIBLE FOR
PUBLIC SALE MAY CAUSE OUR STOCK PRICE TO FALL
There are relatively few restrictions on the resale of our common stock,
and a large number of shares of common stock are eligible for public sale. Sales
of substantial amounts of these shares in the public market, or the perception
that such sales could occur, could cause the market price for our common stock
to fall. Significant sources of future public sales of our common stock, in
addition to shares held by the general public, include:
o OPTION SHARES. As of September 30, 2000, there were
outstanding options under our stock option plans for the
purchase of up to approximately 5.5 million shares. About 1.9
million of these option shares have vested and could be
purchased. Substantially all of the shares issuable under our
stock option plans have been registered under the Securities
Act, and the vast majority of these shares are freely tradable
without restriction.
o PRIVATELY ISSUED SHARES. As of September 30, 2000, approximately
12 million shares of our common stock were held by persons who
acquired them through private transactions that were not
registered under the Securities Act. Approximately 2.2 million
shares issued in our May 2000 merger with Dollar Express have been
registered for ongoing resale and are covered by this prospectus.
In addition, some of our shareholders own warrants to purchase
approximately 4.1 million shares of our common stock, which can be
exercised at any time for shares that could be resold into the
public market.
The holders of a substantial majority of our privately issued shares,
including our warrant holders, can generally require that we register their
shares for resale, subject to specified limitations. Even when shares are not
registered for resale, the rules of the Securities and Exchange Commission
permit a holder who has held shares for one year to sell the stock into the
public market subject in some cases to volume and other limitations. A person
who has held shares for two years and who is not a company affiliate can
generally sell without limitation.
VOLATILITY IN OUR STOCK PRICE COULD RESULT IN SUBSTANTIAL LOSSES TO INVESTORS
The trading price of our common stock has been and is likely to continue to
be highly volatile and subject to wide fluctuations in response to a variety of
internal and external factors. These factors include:
o the inflation rate, interest rates, shipping rates, increases in
the minimum wage and general economic conditions;
o quarterly variations in our operating results;
o adverse events or announcements relating to our business;
o sale of our option shares and privately issued shares into the
public market;
o announcements by competitors; and
o changes in financial estimates by securities analysts.
Shareholders may not be able to resell their common stock at or above the
public offering price as a result of a possible decline in price after this
offering. Moreover, the stock market has experienced significant price and
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volume fluctuations over the past several years that have often been unrelated
or disproportionate to the operating performance of particular companies. The
trading prices of many companies' stocks, including ours, are at or near
historical highs. This increases the risk that the trading prices of our stock
may not be sustained.
OUR ARTICLES OF INCORPORATION AND BYLAWS COULD DELAY OR DISCOURAGE A TAKEOVER
ATTEMPT THAT MAY BE IN A SHAREHOLDER'S BEST INTEREST
Our articles of incorporation and bylaws contain provisions that may delay
or discourage a takeover attempt that a shareholder might consider in his best
interest, including takeover attempts that might result in a premium being paid
on shares of our common stock. These provisions, among other things:
o classify our board of directors into three classes, each of which
serves for different three-year periods;
o provide that only the board of directors, chairman or president
may call special meetings of the shareholders;
o establish certain advance notice procedures for nominations of
candidates for election as directors and for shareholder proposals
to be considered at shareholders' meetings;
o require a vote of the holders of more than two-thirds of the
shares entitled to vote in order to remove a director or amend
the foregoing and certain other provisions of the articles of
incorporation and bylaws; and
o permit the board of directors, without further action of the
shareholders, to issue and fix the terms of preferred stock,
which may have rights senior to those of the common stock.
USE OF PROCEEDS
We will not receive any proceeds from the sale of common stock in this
offering.
PLAN OF DISTRIBUTION
We are registering 2,217,490 shares of Dollar Tree common stock, $0.01 per
share, on behalf of certain selling shareholders. All of the shares were issued
by us in connection with our acquisition of Dollar Express, Inc. to the former
shareholders of Dollar Express. We will receive no proceeds from this offering.
The selling shareholders are those persons named in the table below or
certain permitted donees, transferees or successors-in-interest selling shares
received from a named selling security holder after the date of this prospectus.
The selling shareholders may sell the shares from time to time and will act
independently of Dollar Tree in making decisions with respect to the timing,
manner and size of each sale. The sales may be made from time to time in one or
more types of transactions 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 sales may
involve broker-dealers but are not required to. The shares may be sold by one or
more of, or a combination of, the following:
o cross trades or block trades in which a broker-dealer may attempt
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to sell the shares as agent but may position and resell a
portion of the block as principal to facilitate the
transaction or any other transactions permitted by an
applicable exchange;
o purchases by a broker-dealer as principal and resale by a broker-
dealer for its account pursuant to this prospectus;
o an exchange distribution in accordance with the rules of an
applicable exchange;
o ordinary brokerage transactions and transactions in which the
broker solicits purchasers, which may include long or short sales;
o "at the market" to or through market makers or into an existing
market for the shares;
o through transactions in options or swaps or other derivatives
(whether exchange-listed or not);
o in other ways, not involving market makers or established trading
markets including sales effected through agents; 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.
In effecting sales, broker-dealers engaged by the selling shareholders may
arrange for other broker-dealers to participate. 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 may
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
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be sold under Rule 144 rather than pursuant to this prospectus. The selling
shareholders have advised us 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. We will make copies of
this prospectus available to the selling shareholders and have 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.
We 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. The
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 certain
permitted donees, transferees or successors-in-interest intend to sell more than
500 shares, we will file a supplement to this prospectus.
We 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. We have agreed
to indemnify each selling shareholder against certain liabilities, including
certain liabilities arising under the Securities Act. 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 us and certain persons, including broker-dealers and
agents, against certain liabilities in connection with the offering of the
12
<PAGE>
shares, including liabilities arising under the Securities Act.
<TABLE>
<CAPTION>
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.
Number of
Number of Shares Percent of Shares
Beneficially Outstanding Offered
Name of Selling Shareholder Owned (1) Shares (2) Hereby (1)(3)
--------------------------- ---------- ---------- -------------
<S> <C> <C> <C>
Bernard Spain 882,209(10) * 882,209
Murray Spain 860,369(11) * 860,369
Bernard Spain Family Limited Partnership(4) 122,743(12) * 122,743
The Joan & Bernard Spain Foundation (5) 50,000 50,000
Murray Spain Family Limited Partnership(6) 128,324(13) * 128,324
The Ann & Murray Spain Foundation (7) 62,500 * 62,500
Global Private Equity III Limited Partnership(8) 89,745(14) * 89,745
Advent PGGM Global Limited Partnership(8) 13,752(15) * 13,752
Advent Partners GPE III Limited Partnership(8) 1,355(16) * 1,355
Advent Partners Limited Partnership(8) 589(17) * 589
Advent Partners (NA) GPE III Limited Partnership(8) 401(18) * 401
Guayacan Private Equity Fund Limited Partnership(9) 3,180(19) * 3,180
Dollar Express Investment LLC 2,323(20) * 2,323
------------- ---- ---------
TOTAL 2,217,490 2.05 2,217,490
* Represents beneficial ownership of less than 1%.
<FN>
(1) For each selling shareholder, beneficial ownership includes a number of
shares ("Merger Shares") that were received at the closing on the merger of
Dollar Tree with Dollar Express, as adjusted for a share dividend effected
as a 3-for-2 stock split in June 2000. The aggregate Merger Shares include
164,718 of shares ("Escrow Shares") contributed on behalf of each selling
shareholder to State Street Bank & Trust as escrow agent under an escrow
agreement with Dollar Tree which the selling shareholders entered into in
connection with the merger with Dollar Express. The selling shareholders
have the ability to direct the disposition of such Escrow Shares, including
by sale under this prospectus, but the proceeds shall remain in escrow
until it is terminated pursuant to the terms of the escrow agreement.
(2) Based on 107,918,496 shares outstanding as of November 2, 2000.
(3) This registration statement also shall cover any additional shares of
common stock 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.
(4) This shareholder is a family limited partnership of which Mr. Murray Spain
is a general partner. Mr. Spain disclaims beneficial ownership of any
shares held by this shareholder.
(5) This shareholder is a foundation of which Joan and Bernard Spain are the
settlors and trustees. Mr. and Mrs. Spain disclaim beneficial ownership of
any shares held by this shareholder.
13
<PAGE>
(6) This shareholder is a family limited partnership of which Mr. Stephen
Greenfield is a general partner. Mr. Greenfield disclaims beneficial
ownership of any shares held by this shareholder.
(7) This shareholder is a foundation of which Ann and Murray Spain are the
settlors and trustees. Mr. and Mrs. Spain disclaim beneficial ownership of
any shares held by this shareholder.
(8) This shareholder is a limited partnership the general partner of which is
Advent International Corporation, which may be deemed to beneficially own
the shares held of record by this shareholder.
(9) This shareholder is a limited partnership the general partner of which is
Advent-Morro Equity Partners, which may be deemed to beneficially own the
shares held of record by this shareholder.
(10) Merger Shares include 47,105 Escrow Shares.
(11) Does not include the LP shares. Mr. Murray Spain's Merger Shares include
46,746 Escrow Shares.
(12) Includes 6,212 Escrow Shares.
(13) Includes 6,509 Escrow Shares.
(14) Includes 46,865 Escrow Shares.
(15) Includes 7,181 Escrow Shares.
(16) Includes 708 Escrow Shares.
(17) Includes 308 Escrow Shares.
(18) Includes 210 Escrow Shares.
(19) Includes 1,661 Escrow Shares.
(20) Includes 1,213 Escrow Shares.
</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, 1999 and 1998 and for each of the years in the
three-year period ended December 31, 1999 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.
14
<PAGE>
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the Securities and Exchange Commission. 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. Except for the SEC filings described
below, the information contained on our website and in our promotional material
is not incorporated into this prospectus, and you should not rely on that
information.
We have filed a registration statement and related exhibits with the SEC
under the Securities Act. The registration statement contains additional
information about us and our common stock. You may inspect the registration
statement and exhibits without charge at the office of the SEC at 450 Fifth
Street, N.W., Washington, D.C. 20549, and you may obtain copies from the SEC at
prescribed rates.
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.
o Our Annual Report on Form 10-K for the year ended December 31,
1999, filed March 17, 2000;
o Our Quarterly Report on Form 10-Q for the quarters ended March
31 and June 30, 2000, filed on May 10 and August 11, 2000;
o Our Current Reports on Form 8-K filed on January 26, April 11,
April 27, May 18, May 24, June 20, July 12, July 20, October
25, and November 9, 2000; and
o The description of our 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
15
<PAGE>
=================================== ===================================
2,217,490 Shares
-------------------------------
TABLE OF CONTENTS Dollar Tree Stores, Inc.
-------------------------------
Page
---- Common Stock
Certain Introductory Matters 2
------------
A Warning about Forward-Looking
Statements 2 PROSPECTUS
The Company 4 ------------
Risk Factors 4
Use of Proceeds 10 November , 2000
Plan of Distribution 10
Selling Shareholders 13
Legal Matters 14
Experts 14
Where You Can Find More Information 15
=================================== ===================================
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the costs and expenses, other than
underwriting discounts and commissions, payable by Dollar Tree in connection
with the sale of common stock being registered. All amounts are estimates except
the SEC registration fee.
SEC Registration fee $24,000
Legal fees and expenses 45,000
Accounting fees and expenses 25,000
Printing Fees --
Transfer Agent Fees --
Miscellaneous --
-------
Total $94,000
=======
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
To the full extent permitted by the Virginia Stock Corporation Act, the
Articles of Incorporation require Dollar Tree to indemnify its officers and
directors. Article V of the Articles of Incorporation provides that any director
or officer who was or is a party to any proceeding shall be indemnified by
Dollar Tree against any liability incurred by him in connection with such
proceeding unless he engaged in willful misconduct or a knowing violation of the
criminal law. Dollar Tree is also required to promptly pay for or reimburse all
reasonable expenses, including attorneys' fees, incurred by a director or
officer in advance of final disposition of the proceeding if the director or
officer furnishes Dollar Tree with a written statement of his good faith belief
that he has met the standard of conduct that is a prerequisite to his
entitlement to indemnification and agrees to repay the advance if it is
ultimately determined that he did not meet such standard of conduct. Dollar Tree
is authorized to purchase and maintain insurance to insure Dollar Tree against
its indemnification obligation, or insure any person who is or was a director,
officer, employee, or agent of Dollar Tree against any liability asserted
against or incurred by him in any such capacity or arising from his status as
such, whether or not Dollar Tree has the power to indemnify him against such
liability. Dollar Tree has directors and officers liability insurance. Dollar
Tree is also empowered, by a majority vote of a quorum of disinterested
directors, to enter into a contract to indemnify any director or officer against
liability, whether occurring before or after the execution of the contract.
Except to the extent contrary to the Articles of Incorporation or Virginia Stock
Corporation Act, Dollar Tree is not prevented or restricted from making or
providing for indemnities in addition to those provided in the Articles of
Incorporation.
II-1
<PAGE>
ITEM 16. EXHIBITS
Exhibit
Number Exhibit Title
------- ----------
2.1* Merger Agreement by and among Dollar Tree Stores, Inc., DT
Keystone, Inc., Dollar Express, Inc. ("DLRX") and the
Shareholders of DLRX ("Shareholders") dated April 5, 2000
(incorporated by reference from Dollar Tree's Current Report
on Form 8-K, filed April 11, 2000)
5.1* Opinion of Hofheimer Nusbaum, P.C.
10.1* Form of Escrow Agreement by and among Dollar Tree Stores,
Inc., State Street Bank & Trust, Bernard Spain, William Woo,
and the Shareholders
10.2* Registration Rights Agreement by and among Dollar Tree Stores,
Inc. and the Shareholders dated April 5, 2000 (incorporated by
reference from Dollar Tree's Current Report on Form 8-K, filed
April 11, 2000)
23.1 Consent of KPMG LLP
23.2* Consent of Hofheimer Nusbaum, P.C. (included in the Opinion of
Hofheimer Nusbaum, P.C. filed as Exhibit 5.1 hereto)
24.1* Power of Attorney (included on page II-4 of this registration
--- statement)
* Previously filed
ITEM 17. UNDERTAKINGS
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the registration statement, or the most
recent post-effective amendment thereof, which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
II-2
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions or otherwise, the registrant has
been advised that in the opinion of the SEC such indemnification is against
public policy as expressed in the Securities Act and therefore is unenforceable.
In the event that a claim for indemnification against such liabilities, other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding is asserted by such director, officer or controlling
person in connection with the securities being registered, the registrant will,
unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act, and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act, that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-3
<PAGE>
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 amendment to its
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Chesapeake, Commonwealth of Virginia, on the 9th
day of November, 2000.
DOLLAR TREE STORES, INC.
By: /s/ Frederick C. Coble
-----------------------------------------
Frederick C. Coble, Senior Vice
President - 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; November 9, 2000
-----------------------
Director
* President and Chief Executive November 9, 2000
-----------------------
Officer; Director (principal
executive officer)
* Executive Vice President; November 9, 2000
-----------------------
H. Ray Compton Director
/s/ Frederick C. Coble Senior Vice President - Chief November 9, 2000
----------------------- Financial Officer (principal
Frederick C. Coble financial and accounting officer)
* Vice Chairman; Director November 9, 2000
-----------------------
John F. Megrue
* Director November 9, 2000
-----------------------
Richard G. Lesser
* Director November 9, 2000
-----------------------
Thomas A. Saunders, III
* Director November 9, 2000
-----------------------
Alan L. Wurtzel
* Director November 9, 2000
-----------------------
Frank Doczi
* By: /s/ Frederick C. Coble
----------------------
Frederick C. Coble
Attorney in Fact
II-5
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit Title
------- ----------
2.1* Merger Agreement by and among Dollar Tree Stores, Inc., DT
Keystone, Inc., Dollar Express, Inc. ("DLRX") and the
Shareholders of DLRX ("Shareholders") dated April 5, 2000
(incorporated by reference from Dollar Tree's Current Report
on Form 8-K, filed April 11, 2000)
5.1* Opinion of Hofheimer Nusbaum, P.C.
10.1* Form of Escrow Agreement by and among Dollar Tree Stores,
Inc., State Street Bank & Trust, Bernard Spain, William Woo,
and the Shareholders
10.2* Registration Rights Agreement by and among Dollar Tree Stores,
Inc. and the Shareholders dated April 5, 2000 (incorporated by
reference from Dollar Tree's Current Report on Form 8-K, filed
April 11, 2000)
23.1 Consent of KPMG LLP
23.2* Consent of Hofheimer Nusbaum, P.C. (included in the Opinion of
Hofheimer Nusbaum, P.C. filed as Exhibit 5.1 hereto)
24.1* Power of Attorney (included on page II-4 of this registration
statement)
---
* Previously filed
II-6
