Dollar General Corporation Form 8-K filed June 21, 2007
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
18, 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
7.01 REGULATION
FD DISCLOSURE.
On
June
18, 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 provided an update on certain
aspects of its proposed merger
(the “Merger”) with Buck Acquisition Corp., a Tennessee corporation (“Buck”)
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.
On
June
18, 2007, the Company also issued the news release that is attached hereto
as
Exhibit 99.2 and incorporated by reference as if fully set forth herein, in
which the Company announced that Buck had launched an offer of $1.9 billion
in
notes, the proceeds of which would be used to pay, in part, the consideration
to
be paid to the Company’s shareholders in the Merger.
On
June
21, 2007, the Company issued the news release that is attached hereto as Exhibit
99.3 and incorporated by reference as if fully set forth herein, in which the
Company announced that its shareholders had approved the Merger.
The
information in this Current Report on Form 8-K and the exhibits that are
incorporated herein by reference are being “furnished” pursuant to Item 7.01
"Regulation FD Disclosure" and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, or otherwise subject to
the
liabilities of that section, nor shall they be deemed incorporated by reference
in any filing under the Securities Act, unless it is expressly set forth by
specific reference in such filing.
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
21, 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 18, 2007 regarding update on status of
merger.
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99.2
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News
release dated June 18, 2007 regarding Buck note
offering.
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99.3
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News
release dated June 21, 2007 regarding shareholder
approval.
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4