Filed Pursuant to Rule 424(b)(3)
Registration Nos. 333-150096, 333-150096-01 to 333-150096-17
DOLLAR GENERAL CORPORATION
SUPPLEMENT NO. 3 TO
MARKET MAKING PROSPECTUS DATED
APRIL 16, 2008
THE DATE OF THIS SUPPLEMENT IS JUNE 2, 2008
On June 2, 2008, Dollar General Corporation filed the attached Current Report on Form 8-K.
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): May 29, 2008
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)
[ ]
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))
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ITEM 5.02
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS
On May 29, 2008, the Board of Directors and shareholders of Dollar General Corporation (the “Company”) approved an amendment to the 2007 Stock Incentive Plan for Key Employees of Dollar General Corporation and its Affiliates (the “Plan”) to increase the amount of shares of Company common stock that may be issued thereunder from 24 million to 27.5 million. The Company’s Board of Directors also approved an amendment to the Plan to cap at 24 million the number of shares of Company common stock that may be granted thereunder as stock options.
The above summary is qualified in its entirety by the full text of the Amendment No. 1 to the Plan, which is attached hereto as Exhibit 99 and incorporated by reference herein.
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.
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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 2, 2008 |
DOLLAR GENERAL CORPORATION |
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By: |
/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
Exhibit No.
Description
99
Amendment No. 1 to the 2007 Stock Incentive Plan for Key Employees of Dollar General Corporation and its Affiliates.
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AMENDMENT NO. 1 TO THE
2007 STOCK INCENTIVE PLAN
FOR KEY EMPLOYEES OF
DOLLAR GENERAL CORPORATION AND ITS AFFILIATES
This Amendment No. 1 (the “ Amendment ”) to the 2007 Stock Incentive Plan for Key Employees of Dollar General Corporation and its Affiliates (the “ Plan ”) is effective as of May 29, 2008. Except as otherwise defined in this Agreement, capitalized terms used but not defined herein shall have the meaning set forth in the Plan.
1.
Section 2(f) of the Plan is hereby amended by deleting such section in its entirety and replacing it with the following language:
“ Common Stock ” or “ Share ” means the common stock, par value $0.50 per share, of the Company, which may be authorized but unissued, or issued and reacquired.
2.
The first sentence of Section 6(a) of the Plan is hereby amended by deleting such sentence in its entirety and replacing it with the following language:
The number of Shares available for Grants under this Plan shall be 27.5 million, no more than 24 million of which shall be available for grant in the form of Stock Options, subject to adjustment as provided for in Sections 8 and 9, unless restricted by applicable law.
3.
This Amendment shall be governed by and construed in accordance with the laws of the State of Delaware applicable therein. The provisions of Sections 11 of the Plan are hereby incorporated by reference.
4.
References to the “Plan” contained in the Plan shall mean the Plan as amended by this Amendment. Except as so modified pursuant to this Amendment, the Plan is hereby ratified and confirmed in all respects and shall remain in full force and effect in accordance with its terms.
This Amendment was duly authorized by the Board and approved by the Company’s shareholders on May 29, 2008.