Form 8K Dollar Tree Stores Goldman Sachs Accelerated Share Repurchase Program
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON
D.C. 20549
CURRENT
REPORT PURSUANT
TO
SECTION 13 OR 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
Date
of
Report (Date of earliest event reported): December 8, 2006
DOLLAR
TREE STORES, INC.
(Exact
name of registrant as specified in its charter)
VIRGINIA
(State
or
Other Jurisdiction of Incorporation)
0-25464
|
54-1387365
|
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
500
Volvo
Parkway
Chesapeake,
VA 23320
(Address
of Principal Executive Offices and Zip Code)
(757)
321-5000
(Registrant’s
Telephone Number, Including Area Code)
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 (see
General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
On
December 8, 2006, Dollar Tree Stores, Inc. (the “Company”) entered into an
accelerated share repurchase program with Goldman, Sachs & Co. (“Goldman
Sachs”) to repurchase $100 million of the Company’s common stock. The
accelerated share repurchase program is part of a repurchase program authorized
by the Company’s board of directors to repurchase up to $500 million of common
shares that was previously announced on November 21, 2006.
Under
the
accelerated share repurchase program, the Company has entered into two
accelerated stock repurchase agreements, the material terms of which are
described below:
· |
Under
a collared agreement, the Company has repurchased for $50 million
a number
of shares to be determined based on the volume weighted average share
price of the Company’s common stock during a specified period of time,
subject to certain provisions that establish a minimum and maximum
number
of shares that may be repurchased by the Company. The minimum number
of
shares the Company has repurchased under the agreement will be determined
by dividing $50 million by approximately 110% of the volume weighted
average share price of the Company’s common stock over a period of up
to eleven weeks following execution of the agreement, and the maximum
number of shares subject to repurchase will be determined by dividing
$50
million by approximately 97.5% of the volume weighted average share
price
over the same time period. Goldman Sachs will deliver the minimum
number
of shares to the Company within the first two weeks from the December
8, 2006 execution date. Three months after execution, the Company
may receive additional shares from Goldman Sachs depending on the
volume
weighted average price of the shares during that period, subject
to the
maximum share delivery provisions of the agreement.
|
· |
Under
a non-collared agreement, which covers approximately $50 million
of share
repurchase, the Company has repurchased a set number of shares, with
a
purchase price adjustment to be determined at the end of three months
based on the volume weighted average share price of the Company’s common
stock during the same period of time utilized to calculate the minimum
and
maximum shares under the collared agreement above. Goldman Sachs
will
deliver the entire amount of repurchased shares to the Company immediately
after execution, there may be a settlement in cash or shares based
on
Goldman's execution in relation to the volume weighted share price
over and up to the three month
period.
|
Under
the
two agreements, the Company will prepay $100 million to Goldman Sachs on
December 13, 2006 and receive approximately 2.7 million common shares.
Thereafter, the Company has no other obligations under the collared agreement
to
pay additional amounts or deliver shares to Goldman Sachs. In certain
circumstances the completion dates of the agreements may be shortened or
extended from the periods described above.
Shares
repurchased under the accelerated stock repurchase program will be
retired.
From
time to time the Company engages Goldman Sachs as an advisor for investment
banking and other corporate activities. In addition, Goldman Sachs Asset
Management, L.P. owns approximately 1.3% of the outstanding common shares of
the
Company as of the latest reporting period.
Item
7.01 Regulation FD Disclosure.
The
Company issued a press release concerning the accelerated share repurchase
program before market open on December 11, 2006. The contents of such press
release (attached to this Current Report on Form 8-K as Exhibit 99.1) are hereby
incorporated by reference and furnished under this Item 7.01.
Item
9.01. Financial Statements and Exhibits.
(c) Exhibits.
SIGNATURES
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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|
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DOLLAR
TREE STORES, INC.
|
|
|
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Date:
December 13, 2006
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By:
|
/s/
Kent A. Kleeberger |
|
Kent
A. Kleeberger
|
|
Chief
Financial Officer
|
EXHIBITS
Exhibit
99.1 - Press
release dated December 11, 2006 issued by Dollar Tree Stores, Inc.
4