DOLLAR TREE STORES INC
8-K, 2000-04-27
VARIETY STORES
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                                    FORM 8-K


                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON D.C. 20549




                                 CURRENT REPORT
                       Pursuant to Section 13 or 15(d) of
                       the Securities Exchange Act of 1934


                         Date of Report: April 27, 2000

                 Date of Earliest Event Reported: March 31, 2000


                            DOLLAR TREE STORES, INC.
             (Exact name of registrant as specified in its charter)

                         COMMISSION FILE NUMBER: 0-25464

            VIRGINIA                                      54-1387365
 (State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                       Identification No.)

                                500 Volvo Parkway
                              Chesapeake, VA 23320
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (757) 321-5000


<PAGE>


ITEM 5: OTHER EVENTS

On April 25,  2000,  Dollar Tree Stores,  Inc.  (the  "Company")  issued a press
release reporting earnings results for the first quarter ended March 31, 2000. A
copy of the press  release is attached  to this Form 8-K as Exhibit  99.1 and is
incorporated herein by this reference.

Sales in 2000 for the Dollar Express stores have been modest; however, we expect
the merger to be  accretive  to earnings in 2000,  excluding  merger  costs.  We
believe the  expected  merger  costs of $6.0 to $7.0  million  will be partially
offset by the financial synergies we expect in 2000.

The  statements in the preceding  paragraph  concerning  the expected  accretion
effect of the merger on our business,  as well as the expected  merger costs and
financial synergies are forward-looking statements. These statements are subject
to certain risks and  uncertainties  that may cause the Company's actual results
to differ materially from anticipated results or other expectations described in
such  statements,  including  (a) a variety of factors that may cause the merger
not to be  consummated,  (b) the failure of the  combined  company to  integrate
successfully  and (c) the factors  discussed in the  Company's  Annual Report on
Form 10-K filed with the Securities and Exchange Commission on March 17, 2000.

ITEM 7: FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

        (c) Exhibits

Exhibit #         Description

99.1              Dollar Tree  Stores, Inc.'s  press release regarding  earnings
                  results for the first quarter ended March 31, 2000.


SIGNATURES

Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, hereunto duly authorized.

DATE: April 27, 2000

                                          DOLLAR TREE STORES, INC.


                                          By: /s/ Frederick C. Coble
                                              --------------------------------
                                              Frederick C. Coble
                                              Senior Vice President,
                                              Chief Financial Officer



                 DOLLAR TREE REPORTS EARNINGS OF $0.22 PER SHARE
                          FOR THE FIRST QUARTER OF 2000

CHESAPEAKE, VA -- April 25, 2000 -- Dollar Tree Stores, Inc. (Nasdaq: DLTR), the
nation's  leading $1.00 price point  retailer,  reported that earnings per share
increased to $0.22 for the first quarter of 2000, compared to pro forma earnings
per  share  of $0.16  for the  first  quarter  of 1999.  Sales  for the  quarter
increased  28.4% to $291.6  million  compared to sales of $227.0 million for the
first quarter of 1999. Net earnings increased 33.6% to $14.8 million compared to
pro forma net earnings of $11.1 million for the prior year quarter.

          As previously reported, net sales were beneficially impacted by a 4.6%
increase in comparable store net sales as a result of our continually  improving
merchandise offerings and a wider offering of consumer basic goods. Gross margin
was  unchanged  at 35.6% for the first  quarter  of 2000  compared  to the first
quarter of 1999.  Slight increases in merchandise  costs,  which include freight
costs,  were offset by the leverage of  occupancy  costs.  Selling,  general and
administrative  expenses  were  24.7%,  as a  percent  of net  sales,  which  is
consistent  with the same  period in the  prior  year.  Interest  income of $0.2
million  resulted  from a stronger  cash  position in the first  quarter of 2000
compared to the first quarter of 1999.

         Macon Brock,  President  and CEO,  stated  "First  quarter  results are
excellent,  especially  given the  shift in the  timing  of the  Easter  selling
season.  We expect our strong sales results to continue into the second  quarter
when we will realize the majority of our Easter sales. In addition,  we continue
working on our integration plan with Dollar Express and expect to consummate the
merger in the next few weeks."

         Dollar Tree Stores, Inc. is the nation's leading $1.00 discount variety
store  chain.  As of March 31,  2000,  Dollar Tree  operates  1,434 stores in 35
states, having opened 52 new stores and closed one store in the first quarter.

This news release contains "forward-looking statements", as that term is used in
the Private Securities Litigation Reform Act of 1995, regarding the consummation
of the merger  between  Dollar Tree and Dollar  Express and net sales for future
periods.  Such  forward-looking  statements  are  subject to  certain  risks and
uncertainties  that may cause the Company's actual results to differ  materially
from  anticipated  results or other  expectations  described in such statements,
including a variety of factors  that may cause the merger not to be  consummated
and the failure of the combined company to integrate successfully. Additionally,
forward-looking  statements  are  subject  to,  but not  limited  to,  the risks
indicated in the Company's filings with the Securities and Exchange Commission.

CONTACT:          Dollar Tree Stores, Inc., Chesapeake
                  Eric Coble or Erica Robb, 757/321-5000
                  http://www.DollarTree.com

<PAGE>
<TABLE>
<CAPTION>

                            DOLLAR TREE STORES, INC.
                    Condensed Consolidated Income Statements
                       For the Three Months Ended March 31
                  (Amounts in thousands, except per share data)
                                   (Unaudited)


                                                       First Quarter
                                                    2000              1999
                                                    ----              ----

<S>                                               <C>               <C>
Net sales                                         $291,599          $227,044

Cost of sales                                      187,657           146,179

Gross profit                                       103,942            80,865
                                                     35.6%             35.6%

SGA expenses                                        72,139            56,125
                                                     24.7%             24.7%

Depreciation/amortization                            7,862             6,220

Net interest income(expense)                           154              (482)

Earnings before
  income taxes                                      24,095            18,038
                                                      8.3%              7.9%

Income tax expense*                                  9,276             6,945

Net earnings*                                      $14,819           $11,093
                                                      5.1%              4.9%

Pro forma earnings per share*:

Basic                                              $  0.24           $  0.18
Weighted average
  number of shares                                  62,237            61,543

Diluted                                            $  0.22           $  0.16
Weighted average
  number of shares                                  68,589            67,909
<FN>

* Amounts include a pro forma adjustment for C-corporation income taxes relating
  to ONLY $ONE of $234 for the first quarter of 1999.
</FN>
</TABLE>


<PAGE>
<TABLE>
<CAPTION>


                            DOLLAR TREE STORES, INC.
                      Condensed Consolidated Balance Sheets
                             (Amounts in thousands)
                                   (Unaudited)

                                                  March 31,           Dec. 31,            March 31,
                                                    2000                1999                1999

<S>                                                <C>               <C>                 <C>
Cash and cash equivalents                          $ 81,166          $ 176,514           $  20,997
Merchandise inventories                             255,239            174,582             176,615
Other current assets                                 16,289             18,399              13,724
                                                    -------            -------             -------

Total current assets                                352,694            369,495             211,336
                                                    -------            -------             -------

Property and equipment, net                         152,867            144,023             126,551
Goodwill, net                                        41,890             42,394              42,069
Other assets, net                                    14,984             15,216               8,328
                                                    -------            -------             -------

Total assets                                       $562,435           $571,128            $388,284
                                                    =======            =======             =======


Accounts payable                                   $ 63,880           $ 63,170            $ 42,538
Income taxes payable                                 12,058             28,063               5,936
Other current liabilities                            20,331             32,217              16,605
Current portion
 of long-term debt                                   25,025             26,500              18,500
                                                    -------            -------             -------

Total current liabilities                           121,294            149,950              83,579
                                                    -------            -------             -------

Long-term debt                                       24,000             24,000              30,000
Other liabilities                                    34,835             36,207               8,516
                                                    -------            -------             -------

Total liabilities                                   180,129            210,157             122,095
                                                    -------            -------             -------

Shareholders' equity                                382,306            360,971             266,189
                                                    -------            -------             -------

Total liabilities and
 shareholders' equity                              $562,435           $571,128            $388,284
                                                    =======            =======             =======


STORE DATA:
Number of stores open at
  end of period                                       1,434              1,383               1,227
Total gross square footage
  (in thousands)                                      7,056              6,675               5,742
</TABLE>


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