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): February 1, 2013
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))
1
ITEM 1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
The information set forth in Item 5.02 of this Current Report on Form 8-K is incorporated by reference into this Item 1.01.
ITEM 5.02
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
On various dates beginning in July 2007, certain employees, including certain of the named executive officers, of Dollar General Corporation (the Company) entered into Management Stockholders Agreements (each, a Management Stockholders Agreement) with the Company and Buck Holdings, L.P., a significant shareholder of the Company (Buck Holdings). Among other terms and conditions, the Management Stockholders Agreements generally imposed restrictions on the transfer of shares of Company common stock held by such persons pursuant to the Management Stockholders Agreement for a period of approximately five years from a date on or about the date of the Management Stockholders Agreement (the Transfer Restrictions). Many of the Transfer Restrictions expired pursuant to the terms of the Management Stockholders Agreements for certain of our named executive officers in July 2012.
On February 1, 2013, Buck Holdings waived all Transfer Restrictions for persons who remained within the 5-year restriction period, including those pertaining to Mr. Todd Vasos, the Companys Executive Vice President and Chief Merchandising Officer (the Waiver). Mr. Vasos Transfer Restrictions had been scheduled to expire in December 2013. All other terms, conditions and provisions of the Management Stockholders Agreements, including Mr. Vasos Management Stockholders Agreement, remain in effect and unchanged by the Waiver.
The foregoing summary of the Waiver is qualified in its entirety by reference to the copy of the Waiver that 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.
2
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: February 5, 2012 |
DOLLAR GENERAL CORPORATION |
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Susan S. Lanigan |
|
|
Susan S. Lanigan |
|
|
Executive Vice President and General Counsel |
Exhibit No. |
Description |
|
|
99 |
Waiver effective February 1, 2013 |
4
Waiver of Transfer Restrictions
Reference is made to the Management Stockholders Agreement currently in effect among Dollar General Corporation, a Tennessee corporation (the Company ), Buck Holdings, L.P., a Delaware limited partnership ( Buck Holdings ) and the Management Stockholders party thereto (the Agreement ). Terms not otherwise defined herein shall have the meanings ascribed thereto in the Agreement.
Notice is hereby given to each of the Management Stockholders listed on Exhibit A attached hereto (each such Management Stockholder, you ) that Buck Holdings has elected, pursuant to Section 3(d) of the Agreement, to grant a full and complete waiver of the transfer restrictions contained in Section 3 of the Agreement (the Waiver ) effective as of February 1, 2013 (the Effective Date ). All other terms, conditions and provisions of the Agreement shall remain unchanged and in effect except as specifically provided herein.
As a result of this Waiver, on or after the Effective Date, you may sell in the open market or otherwise transfer shares of Company common stock ( Stock ) (including shares of Stock underlying vested Options) that are subject to the Agreement, subject to compliance with applicable laws and the Companys insider trading policy and procedures.
|
BUCK HOLDINGS, L.P. |
|
|
By: Buck Holdings, LLC, its General Partner |
|
|
|
|
|
|
|
|
|
|
|
By: |
/s/ Mike Calbert |
|
|
Name: Mike Calbert |
|
|
Title: Authorized Person |
|
|
|
Dated: February 1, 2013 |
|
|
2
Exhibit A
AFLATOONI, ROBERT A.
BAKER, SUSAN L.
BANISTER, MARK A.
BARBATO, CULLEN G.
BARTON, WAYNE L.
BEEGLE, GEORGE C.
BEERS, JENNIFER L.
BERQUIST, CYD W.
BOONE, RYAN G.
BRIMNER, STEVEN H.
BROPHY, STEPHEN J.
BRUNI, DANIEL J.
CHRISTY, PAMELA G.
COLLIER, KELLY A.
COOK, MELANIE K.
COSCOLLUELA, DENISE R.
COSTA, GREGORY B.
CRAIG, TROY J.
DAWSON, JOAN F.
DEARMAN, TIMOTHY E.
DEMPEL, VOLKER
DETTORE, NANCY M.
DYSINGER, MICHAEL R.
EDWARDS, KIM A.
ENSLEY, CAROLE A.
FERAY, JOHN W.
FERFES, JERRY A.
FLANIGAN, JOHN W.
FLANNERY, BRIAN T.
FUELLNER, JULIANNA
GAMEDAH, KOSSI L.
GAMMON, HEATHER A.
GARDINER, CHRISTINE J.
GATTA, LAWRENCE J.
3
GENOVESI, LIANA M.
GIOTTO, MICHAEL A.
GORDON, MARY W.
GRAVES, JOHN R.
GUILD, MARK A.
HARTSHORN, BRIAN T.
HASSAN, SHARIFF M.
HEGERICH, MICHAEL G.
HEINZ, KRISTEN A.
HELLER, TERRY J.
HICKS, DAVID L.
HONEYBONE, ANDREW D.
HUTCHINS, CHARLOTTE P.
JACOBSON, STEPHEN P.
JOHNSON, DAVID A.
KAYS, WILLIAM D.
KINDY, MICHAEL J.
KRUMHOLZ, STEPHEN B.
KURTZ, DAVID H.
LALIBERTE, MAURICE A.
LAU, SIU HANG
LEBLANC, LAWRENCE P.
LEONARD, DAVID O.
MARTIN, SCOTT E.
MCCORMICK, STEPHEN A.
MCDONALD, LAURA F.
MCDONALD, SUZANNE L.
MCNELEY, CORY M.
MILLER, SCOTT W.
MITCHUM, DAVID K.
MONCUR, GARY W.
MONTELEONE, STACEY W.
MORALES, ENRIQUE A.
MURPHY, THOMAS J.
4
NELSON, JOURDYN L.
NEUTZ, ROBERT A.
NEWCOMB, LONI D.
NIESER, DANIEL J.
OZOMARO, UTOHWARE E.
PATTON, ANGELA D.
POLLARD, ROLAND O.
RAVENER, ROBERT D.
REARDON, KATHLEEN A.
REEVES, ROSALIND S.
REINHARDT, GERALD W.
RICHARDSON, MELINA G.
ROSENSTEIN, BRUCE A.
RUSIE, MICHAEL J.
RUSSELL, RODNEY A.
RUTLEDGE, LAURA F.
SPRINGER, SCOTT J.
STEGALL, JIMMY R.
STEPHENS, CLAYTON D.
STEWART, DAVID L.
STEWART, MARVIN G.
STONAGE, SALLY A.
STONE, DANIEL L.
SUMNER, RICHARD A.
SWANN, COLBY M.
SZELLAN, RICHARD F.
TACKER, RONNIE M.
TORR, ANGELA D.
TURK, DONNA C.
UGEN, MICHELLE L.
VANEGAS, ALVARO E.
VASOS, TODD J.
WARD, ALBERT S.
WELLS, LAWRENCE
WEST, JOHN A.
WILKINS, MICHAEL J.
WILLIAMS, BRIAN J.
WINETT, ROB E.
YOUNG JR, DENNIS W.
ZUAZO, ANTHONY