UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported):
June
26, 2007
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Dollar
General Corporation
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(Exact
name of registrant as specified in its charter)
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Tennessee
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001-11421
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61-0502302
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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100
Mission Ridge
Goodlettsville,
Tennessee
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37072
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(615)
855-4000
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(Former
name or former address, if changed since last
report)
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[X]
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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[
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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[
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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ITEM
7.01
REGULATION
FD DISCLOSURE.
On
June 15,
2007, Dollar General Corporation (NYSE: DG), a Tennessee corporation (“Dollar
General”), issued the press release attached hereto as Exhibit 99.1, in
which it announced that Buck Acquisition Corp., a Tennessee corporation
(“Buck”), which is indirectly controlled by investment funds affiliated with
Kohlberg Kravis Roberts & Co., had extended the expiration time for the cash
tender offer (and related consent solicitation) (the “Tender Offer”) relating to
the $200 million outstanding aggregate principal amount of 8 5/8% Senior Notes
due 2010 of Dollar General to 5:00 p.m., New York City time, on July 5, 2007.
The price determination date for the Tender Offer was also extended to the
second business day immediately preceding the expiration date (currently July
2,
2007, unless the expiration date is further extended). The Tender Offer is
being
conducted in connection with the anticipated merger of Buck with and into Dollar
General.
ITEM
9.01
FINANCIAL
STATEMENTS AND EXHIBITS.
(a)
Financial
statements of businesses acquired. N/A
(b)
Pro
forma
financial information. N/A
(c)
Shell
company transactions. N/A
(d)
Exhibits.
See Exhibit Index immediately following the signature page
hereto.
SIGNATURE
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.
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Date:
June
26, 2007
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DOLLAR
GENERAL CORPORATION
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By:
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/s/
Susan S. Lanigan
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Susan
S. Lanigan
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Executive
Vice President and General Counsel
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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99.1
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News
release dated June 26, 2007.
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Investor
Contact:
Media
Contact
Emma
Jo
Kauffman
Tawn
Earnest
(615)
855-5525
(615)
855-5209
EXTENSION
OF EXPIRATION TIME FOR TENDER OFFER FOR OUTSTANDING
DOLLAR
GENERAL NOTES ANNOUNCED
GOODLETTSVILLE,
Tenn. - June 26, 2007 - Dollar General Corporation (NYSE: DG) (the “Company” or
“Dollar General”) announced today that it has been advised by Buck Acquisition
Corp., a Tennessee corporation (“Buck”), which is indirectly controlled by
investment funds affiliated with Kohlberg Kravis Roberts & Co. L.P. (“KKR”),
that Buck has extended the expiration time for the cash tender offer (and
related consent solicitation) (the “Tender Offer”) relating to the $200 million
outstanding aggregate principal amount of 8
5
/
8
%
Senior
Notes due 2010 of Dollar General (the “Notes”), to 5:00 p.m., New York City
time, on July 5, 2007. The price determination date for the tender offer was
also extended to the second business day immediately preceding the expiration
date (currently July 2, 2007, unless the expiration date is further extended).
The Tender Offer is being conducted in connection with the anticipated merger
(the “Merger”) of Buck with and into Dollar General. As previously announced,
Dollar General currently anticipates that the effective time of the Merger
will
be on or about July 6, 2007, subject to the satisfaction or waiver of closing
conditions.
Additional
information regarding the Merger and the related transactions can be found
in
the Company’s Securities and Exchange Commission filings.
The
Tender Offer is being made pursuant to an Offer to Purchase and Consent
Solicitation Statement (the “Offer to Purchase”) dated June 4, 2007, which more
fully sets forth the terms and conditions of the Tender Offer.
As
of
5:00 p.m., New York City time, on June 15, 2007, Buck had received consents
and
tenders for approximately 99% of the aggregate principal amount of the Notes.
Goldman,
Sachs & Co. is acting as the dealer manager and solicitation agent for the
Tender Offer and Consent Solicitation. The information agent for the Tender
Offer is D.F. King & Co., Inc. Questions regarding the Tender Offer and
Consent Solicitation may be directed to Goldman, Sachs & Co. at (212)
902-9077 (collect) or (800) 828-3182 (toll-free). Requests for
documentation may be directed to D.F. King & Co., Inc. at
(212) 269-5550 (for banks and brokers only) or (800) 488-8095 (for all
others toll-free).
This
release is for informational purposes only and is not an offer to purchase,
a
solicitation of an offer to purchase, or a solicitation of consents with respect
to the Notes, nor is this release an offer or solicitation of an offer to sell
any securities. The Tender Offer and related consent solicitation are made
solely by means of the Offer to Purchase.
Cautionary
Statement Regarding Forward-Looking Statements
Certain
information provided herein may include “forward-looking statements.” You can
identify these statements by the fact that they do not relate strictly to
historical or current facts. These statements generally contain words such
as
“may,” “will,” “project,” “might,” “expect,” “believe,” “anticipate,” “intend,”
“could,” “should,” “would”, “estimate,” “continue,” “contemplate” or “pursue,”
or the negative or other variations thereof or comparable terminology. These
forward-looking statements are based on current expectations and projections
about future events and actual events could differ materially from those
projected. You are cautioned that forward-looking statements are not guarantees
of future performance or results and involve risks, assumptions and
uncertainties
that
cannot be predicted or quantified. These risks, assumptions and uncertainties
include, but are not limited to: the occurrence of any event, change or other
circumstances that could give rise to the termination of the merger agreement;
the outcome of any legal proceedings that have been or may be instituted
against
Dollar General and others relating to the proposed Merger; the inability
to
complete the Merger due to the failure to satisfy various conditions to the
completion of the Merger, including the failure to obtain the necessary debt
financing arrangements set forth in commitment letters received in connection
with the Merger; risks that the proposed transaction disrupts current plans
and
operations and the potential difficulties in employee retention as a result
of
the Merger; the ability to recognize the benefits of the Merger; the amount
of
the costs, fees, expenses and charges related to the Merger and the actual
terms
of certain financings that will be obtained for the Merger; the impact of
the
substantial indebtedness incurred to finance the consummation of the Merger;
and
other risks, assumptions and uncertainties detailed from time to time in
Dollar
General’s SEC reports, including Dollar General’s most recent Annual Report on
Form 10-K and Quarterly Report on Form 10-Q as well as in the proxy statement
relating to the proposed Merger. Many of the factors that will determine
the
outcome of the subject matter of this press release are beyond Buck’s or Dollar
General’s ability to control or predict. There can be no assurance that the
transaction described above will be consummated. Forward-looking statements
made
herein speak only as of the date hereof, and neither Dollar General nor Buck
assumes any obligation to update such statements.
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