UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A
(Amendment No. 1)

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


Date of Report (Date of earliest event reported): April 12, 2007


Dollar General Corporation
(Exact Name of Registrant as Specified in Charter)
     
     
Tennessee
001-11421
61-0502302
(State or Other Jurisdiction
of Incorporation)
(Commission File Number)
(I.R.S. Employer
Identification No.)
     
     
100 Mission Ridge
Goodlettsville, Tennessee
 
37072
(Address of Principal Executive Offices)
 
(Zip Code)
 
 
Registrant’s telephone number, including area code: (615) 855-4000
     
     
 
(Former name or former address, if changed since last report)


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)
[   ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))



     Dollar General Corporation (the “Company”) is furnishing this Amendment No. 1 to the Current Report on Form 8-K furnished on April 12, 2007 (the “Original 8-K”) to furnish certain information that is being posted on the Company’s website as indicated in the Company’s press release filed as Exhibit 99 to the Original Form 8-K. Because this website disclosure includes previously non-public information about the Company’s results of operations and financial condition for the fiscal year ended February 2, 2007, this Amendment No. 1 also adds Item 2.02 to the Original 8-K.

ITEM 2.02   RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
 
On April 16, 2007, the Company posted to its website located at www.dollargeneral.com certain results of operations and financial condition for the fiscal year ended February 2, 2007. That information is included in the document attached hereto as Exhibit 99.2, is incorporated by reference as if fully set forth herein, and also is available on the “Investing—Investor Overview” section of the Company’s website under “Non-GAAP Disclosures.”

ITEM 7.01   REGULATION FD DISCLOSURE.

The information set forth above under Item 2.02 is incorporated herein by reference. In addition, the website disclosure referenced under Item 2.02 and attached as Exhibit 99.2 contains certain reconciliations of non-GAAP financial measures, as indicated in the Company’s April 12, 2007 press release furnished as Exhibit 99.1 hereto.

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.


Date: April 16, 2007
DOLLAR GENERAL CORPORATION
     
     
     
 
By:
/s/ Susan S. Lanigan                          
   
Susan S. Lanigan
   
Executive Vice President and General Counsel






EXHIBIT INDEX


Exhibit No.
Description
   
99.1
News release dated April 12, 2007 (incorporated by reference from Exhibit 99 of the Company’s Current Report on Form 8-K dated and filed with the SEC on April 12, 2007).
   
99.2
Non-GAAP Website Disclosures.

Exhibit 99.2
 
 
Non-GAAP Disclosures

Dollar General Corporation (the “Company”) is publicly disclosing the information below for the reasons set forth in the Company’s April 12, 2007 press release.

The Company has included below certain “non-GAAP financial measures,” as that term is defined by the SEC in Regulation G, as well as the reconciliations of those measures to the most comparable measures derived in accordance with generally accepted accounting principles (“GAAP”). Non-GAAP financial measures should not be considered a substitute for any measures derived in accordance with GAAP.

Certain numbers in this disclosure are taken from the Company’s audited financial statements, but readers should refer only to the audited financial statements themselves to rely on audited results. Financial information and data reported herein may include audited data or data extracted from audited financial statements, but readers should not rely on such data as being audited unless specifically so designated. For audited financial information (including footnote disclosure), the reader is encouraged to refer to the Company’s periodic reports, which can be found on the SEC’s website located at www.sec.gov or on the “Investing—SEC Filings” portion of the Company’s website located at www.dollargeneral.com.


DOLLAR GENERAL CORPORATION
Reconciliation of Non-GAAP Financial Measures
Fiscal Year Ended February 2, 2007
 
($ in millions)
                       
   
As
Reported
 
Adjusted
             
                       
Net income
 
$
137.9
 
$
137.9
                   
Interest expense, net
   
27.9
   
27.9
                   
Income taxes
   
82.4
   
82.4
                   
Operating Profit (EBIT)
   
248.3
   
248.3
                   
                                 
Non-GAAP Adjustments
                               
Impact of markdowns related to inventory clearance
  activities
         
160.0
                   
Selling, general and administrative costs related to store 
  closing and inventory clearance activities
         
33.1
                   
Operating results of stores to be closed
         
14.9
                   
Hurricane Katrina insurance proceeds
         
(13.0
)
                 
Hurricane Katrina expenses and write-offs
         
0.5
                   
Asset impairments
         
0.8
                   
Investment banking fees
         
1.0
                   
Adjusted EBIT
         
445.6
   
 
             
Add: Depreciation and amortization
   
200.6
   
200.6
                   
EBITDA
   
448.9
   
646.2
   
 
             
Add: Rent expense
   
343.9
   
319.5
 
 
 
             
EBITDAR
 
$
792.8
 
$
965.7
 
 
 
             
                                 
 
                               
                                 
   
  Net
Sales  
   
Gross
Profit
         
SG&A
Expenses
   
Operating
Profit
 
                                 
As Reported
 
$
9,169.8
 
$
2,368.2
       
$
2,119.9
 
$
248.3
 
                                 
Impact of Adjustments
                               
Impact of markdowns related to inventory clearance
  activities
   
-
   
160.0
         
-
   
160.0
 
Selling, general and administrative costs related to store
  closing and inventory clearance activities
   
-
   
-
         
(33.1
)
  33.1  
Operating results of stores to be closed
   
(274.2
)
 
(60.5
)
       
(75.4
)
 
14.9
 
Hurricane Katrina insurance proceeds
   
-
   
-
         
13.0
   
(13.0
)
Hurricane Katrina expenses and write-offs
   
-
   
-
         
(0.5
)
 
0.5
 
Asset impairments
   
-
   
-
         
(0.8
)
 
0.8
 
Investment banking fees
   
-
   
-
         
(1.0
)
 
1.0
 
Adjusted
 
$
8,895.6
 
$
2,467.7
       
$
2,022.1
 
$
445.6
 
% Sales (adjusted)
         
27.7
%
       
22.7
%
 
5.0
%