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
August 28, 2002
(Date of Report)
DOLLAR GENERAL CORPORATION
(Exact name of registrant as specified in its charter)
TENNESSEE 001-11421 61-0502302
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
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100 Mission Ridge
Goodlettsville, Tennessee 37072
(Address of principal executive offices) (Zip code)
(615) 855-4000
(Registrant's telephone number, including area code)
ITEM 9. REGULATION FD DISCLOSURE
On August 28, 2002, Cal Turner, Chief Executive Officer of Dollar General Corporation (the "Company") and James J. Hagan, Chief Financial Officer of the Company, each submitted to the Securities and Exchange Commission (the "Commission") a sworn statement pursuant to the Commission's June 27, 2002 Order No. 4-460 Requiring the Filing of Sworn Statements Pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934. Copies of these statements are attached hereto as Exhibits 99.1 and 99.2.
Also on August 28, 2002, the Company filed its Quarterly Report on Form 10-Q for the period ended August 2, 2002, which was accompanied by written statements of the Chief Executive Officer and the Chief Financial Officer of the Company pursuant to 18 U.S.C. Section 1350. Copies of these statements are attached hereto as Exhibits 99.2 and 99.3.
The Company makes this report on Form 8-K pursuant to Regulation FD (17 CFR 243.100-243.103).
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.
Dated: August 28, 2002 DOLLAR GENERAL CORPORATION
By: /s/ Susan S. Lanigan
----------------------------------
Name: Susan S. Lanigan
Title: Vice President, General Counsel
and Corporate Secretary
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Exhibit Index
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Exhibit No. Description
----------- -----------
99.1 Statement Under Oath of Principal Executive Officer, dated August
28, 2002, pursuant to the Securities and Exchange Commission's
June 27, 2002 Order No. 4-460
99.2 Statement Under Oath of Principal Financial Officer, dated August
28, 2002, pursuant to the Securities and Exchange Commission's
June 27, 2002 Order No.4-460
99.3 Certification of Chief Executive Officer, dated August 28, 2002,
pursuant to 18 U.S.C. Section 1350
99.4 Certification of Chief Financial Officer, dated August 28, 2002,
pursuant to 18 U.S.C. Section 1350
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Exhibit 99.1
Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings
I, Cal Turner, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of the Dollar General Corporation, and, except as corrected or supplemented in a subsequent covered report:
o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and
o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).
(2) I have reviewed the contents of this statement with the Company's audit committee.
(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report":
o The Annual Report on Form 10-K for the fiscal year ended February 1, 2002 of the Dollar General Corporation;
o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of the Dollar General Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and
o any amendments to any of the foregoing.
/s/ Cal Turner
---------------------- Subscribed and sworn to
Cal Turner before me this 28th day of
August, 2002
August 28, 2002
/s/ V. Ann Baird
----------------------
Notary Public
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My Commission Expires: December 20,2003
Exhibit 99.2
Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings
I, James J. Hagan, state and attest that:
(1) To the best of my knowledge, based upon a review of the covered reports of the Dollar General Corporation, and, except as corrected or supplemented in a subsequent covered report:
o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and
o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).
(2) I have reviewed the contents of this statement with the Company's audit committee.
(3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report":
o The Annual Report on Form 10-K for the fiscal year ended February 1, 2002 of the Dollar General Corporation;
o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of the Dollar General Corporation filed with the Commission subsequent to the filing of the Form 10-K identified above; and
o any amendments to any of the foregoing.
/s/ James J. Hagan
------------------ Subscribed and sworn to
James J. Hagan before me this 28th day of
August, 2002
August 28, 2002
/s/ V.Ann Baird
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Notary Public
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My Commission Expires: December 20,2003
Exhibit 99.3
CERTIFICATION
Pursuant to 18 United States Code ss. 1350
The undersigned hereby certifies that to his knowledge the Quarterly Report on Form 10-Q for the fiscal quarter ended August 2, 2002 of Dollar General Corporation (the "Company") filed with the Securities and Exchange Commission on the date hereof fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Cal Turner -------------------------------- Name: Cal Turner Title: Chief Executive Officer Date: August 28, 2002 |
Exhibit 99.4
CERTIFICATION
Pursuant to 18 United States Code ss. 1350
The undersigned hereby certifies that to his knowledge the Quarterly Report on Form 10-Q for the fiscal quarter ended August 2, 2002 of Dollar General Corporation (the "Company") filed with the Securities and Exchange Commission on the date hereof fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that the information contained in such report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ James J. Hagan --------------------------------- Name: James J. Hagan Title: Chief Financial Officer Date: August 28, 2002 |