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
11, 2007
Dollar
General Corporation
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(Exact
Name of Registrant as Specified in 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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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
8.01
OTHER
EVENTS.
On
June
11, 2007, Dollar General Corporation (the “Company”) issued the news release
that is attached hereto as Exhibit 99.1 and incorporated by reference as if
fully set forth herein, in which the Company announces the financing plan of
which it has been advised by
Buck
Acquisition Corp., a Tennessee corporation (“Buck”), relating to the proposed
merger (the “Merger”) of Buck with and into the Company pursuant to the
previously announced agreement and plan of merger entered into on March 11,
2007. Buck is indirectly controlled by investment funds affiliated with Kohlberg
Kravis Roberts & Co. L.P. The Company’s shareholders presently are scheduled
to vote on the Merger on June 21, 2007
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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:
June
11, 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
Exhibit
No.
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Description
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99.1
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News
release dated June 11, 2007 regarding merger
financing.
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Investor Contact:
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Media Contact:
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Emma Jo Kauffman
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Tawn Earnest
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(615) 855-5525
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(615) 855-5209
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BUCK
ACQUISITION CORP. ANNOUNCES ANTICIPATED
DOLLAR
GENERAL FINANCING PLAN
GOODLETTSVILLE,
Tenn. - June 11, 2007 - Dollar General Corporation (NYSE: DG) (the “Company” or
“Dollar General”) was advised today by Buck Acquisition Corp., a Tennessee
corporation (“Buck”), of its anticipated financing plan relating to the merger
(the “Merger”) of Buck with and into Dollar General pursuant to the previously
announced agreement and plan of merger entered into on March 11, 2007. Buck
is
indirectly controlled by investment funds affiliated with Kohlberg Kravis
Roberts & Co. L.P. (“KKR”).
After
completion of the financing transactions, which are scheduled to close at the
same time as the Merger, it is expected that the Company would have indebtedness
of approximately $5.4 billion outstanding (including amounts undrawn under
a
revolving credit facility), consisting of:
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new
senior secured credit facilities with $2,430 million under a senior
secured term loan facility and $1,000 million under a senior secured
asset-based revolving credit facility (of which $302 million is
anticipated to be drawn on the closing
date);
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·
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new
unsecured senior indebtedness of $1,350 million, anticipated to consist
of
$625 million of senior cash-pay notes and $725 million of senior
pay-in-kind toggle notes;
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new
unsecured senior subordinated indebtedness of $550 million, anticipated
to
consist of senior subordinated cash-pay notes;
and
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·
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approximately
$68 million of certain of Dollar General’s existing indebtedness which
will be retained following the
Merger.
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In
addition, after completion of the Merger and related financing transactions,
it
is anticipated that the Company would retain approximately $180 million of
cash
on its balance sheet and receive an equity contribution of $2,775 million from
KKR and other private equity and third party investors. The financing plan
assumes that all of the $200 million outstanding aggregate principal amount
of
Dollar General’s 8 5/8% Notes due 2010 (the “Notes”) will be tendered pursuant
to the tender offer and related consent solicitation launched by Buck on June
4,
2007. To the extent that any Notes are not tendered, they will remain
outstanding following completion of the Merger.
About
Dollar General
Dollar
General is a Fortune 500® discount retailer with over 8,000 stores. Dollar
General stores offer convenience and value to customers by offering consumable
basic items that are frequently used and replenished, such as food, snacks,
health and beauty aids and cleaning supplies, as well as a selection of basic
apparel, housewares and seasonal items at everyday low prices. The Company
store
support center is located in Goodlettsville, Tennessee. Dollar General's Web
site can be reached at www.dollargeneral.com.
Page
2
Important
Additional Information About Dollar General’s Announced Merger With
Buck
In
connection with the proposed Merger, Dollar General has filed a definitive
proxy
statement with the Securities and Exchange Commission (the “SEC”). INVESTORS AND
SECURITY HOLDERS ARE ADVISED TO READ THE PROXY STATEMENT BECAUSE IT CONTAINS
IMPORTANT INFORMATION ABOUT THE MERGER AND THE PARTIES TO THE MERGER. Investors
and security holders may obtain a free copy of the proxy statement and other
documents filed by Dollar General at the SEC Web site at www.sec.gov or at
the
Company’s Web site at
www.dollargeneral.com
.
The
proxy statement and other documents also may be obtained for free from Dollar
General by directing such request to Dollar General Corporation, Investor
Relations, 100 Mission Ridge, Goodlettsville, Tennessee, 37072, telephone (615)
855-5528, or by submitting a request on the Company’s Web site at
www.dollargeneral.com
,
under
“Investing-Information Requests.”
Dollar
General and its directors, executive officers and other members of its
management and employees may be deemed participants in the solicitation of
proxies from its shareholders in connection with the proposed Merger.
Information concerning the interests of Dollar General’s participants in the
solicitation, which may be different than those of Dollar General shareholders
generally, is set forth in Dollar General’s proxy statements and Annual Reports
on Form 10-K, previously filed with the SEC, and also are set forth in the
definitive proxy statement relating to the Merger.
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 obtain shareholder approval or the
failure to satisfy other 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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