As Filed With the Securities and Exchange Commission
on December 21, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
DOLLAR GENERAL CORPORATION
(Exact name of Registrant as Specified in its Charter)
TENNESSEE 61-0502302
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
DOLLAR GENERAL CORPORATION
100 Mission Ridge 37072
Goodlettsville, Tennessee (Zip Code)
(Address of Principal Executive Offices)
Dollar General Corporation Supplemental Executive Retirement Plan and
Compensation Deferral Plan
(Full title of the plan)
Robert C. Layne
Corporate Secretary
100 Mission Ridge
Goodlettsville, Tennessee 37072
(Name and address of agent for service)
(615) 855-4000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
- --------------------------------------------------------------------------------------------------------------------
Proposed maximum Proposed maximum
Title of securities Amount to Offering price aggregate offering Amount of
to be registered be registered Per share (1) price (1) registration fee
- --------------------------------------------------------------------------------------------------------------------
Plan
Obligations $ 10,000,000 100 % $ 10,000,000 $ 2,780.00
====================================================================================================================
(1) The obligations (the "Plan Obligations") being registered hereunder are
unsecured obligations of Dollar General Corporation (the "Registrant") to pay
deferred compensation in the future in accordance with the terms of the Dollar
General Corporation Supplemental Executive Retirement Plan and Compensation
Deferral Plan (the "Plan").
(2) Estimated solely for the purpose of determining the amount of the
registration fee.
PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to Participants as specified by Rule 428(b)(1) under
the Securities Act of 1933, as amended (the "Securities Act"). These documents
and the documents incorporated by reference into this Registration Statement,
taken together, constitute a prospectus that meets the requirements of Section
10(a) of the Securities Act. Capitalized terms used but not defined herein shall
have the meanings ascribed to them in the Dollar General Corporation
Supplemental Executive Retirement Plan and Compensation Deferral Plan (the
"Plan").
PART II
INFORMATION REQUIRED IN THE REGISTRATION
STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents previously filed by Dollar General Corporation
(the "Registrant") with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the
fiscal year ended January 29, 1999; and
(b) The Registrant's Quarterly Reports on Form 10-Q for
the fiscal quarters ended April 30, 1999, July 30,
1999 and October 29, 1999.
All documents and reports subsequently filed by the Registrant pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment to this Registration Statement which indicates that
all Plan Obligations covered hereby have been sold or which deregisters all Plan
Obligations shares then remaining unsold shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from the date
of filing of such documents. Any statements contained in a document incorporated
or deemed to be incorporated by reference herein shall be deemed to be modified
or replaced for purposes hereof to the extent that a statement contained herein
(or in any other subsequently filed document which also is incorporated or
deemed to be incorporated by reference herein) modifies or replaces such
statement. Any statement so modified or replaced shall not be deemed, except as
so modified or replaced, to constitute a part hereof.
Item 4. Description of Securities
The Plan was approved by the Board of Directors of Registrant to be
effective on and after January 1, 2000. $10,000,000 of Plan Obligations are
being registered herein pursuant to the this Registration Statement, which Plan
Obligations are to be offered to certain eligible employees of the Registrant
and its subsidiaries pursuant to the Plan. The Plan Obligations are general
unsecured obligations of the Registrant to pay deferred compensation in the
future in accordance with the terms of the Plan from the general assets of the
Registrants, and rank pari passu with other unsecured indebtedness of the
Registrant from time to time outstanding.
The amount of compensation deferred by each Participant is determined
in accordance with each Participant's deferral election pursuant to the
Compensation Deferral Plan (the "CDP") and the Company's contributions pursuant
to the CDP and the Supplemental Executive Retirement Plan (the "SERP") in
accordance with the terms of the Plan. Such amount, as adjusted to reflect any
deemed investment appreciation or depreciation, will be payable upon the
Participant's termination or retirement. Company contributions made pursuant to
the SERP will vest at the earlier of the Participant's attainment of age 50 or
the Participant's being credited with ten (10) or more years of service, or
death, disability or a change in control, all as defined in the Plan.
Each Participant's Plan Obligations will be adjusted to reflect the
investment experience of the underlying Plan investment fund(s), including any
appreciation or depreciation. A Participant may request that the Participant's
Plan Obligations be invested among five alternatives. While the committee
administering the Plan will consider properly made investment requests, the
committee is not obligated to follow any such request. Pursuant to the terms of
the Plan, the Participant's account balance will be paid in cash by (a) a lump
sum, (b) monthly installments over a five, 10 or 15 year period or (c) a
combination of an initial lump sum of a specified dollar amount and the
remainder in monthly installments over a five, 10 or 15 year period. However, a
lump sum distribution will be paid in lieu of installments if the Participant's
account balance is less than $25,000, or if the Participant fails to specify a
form of payment.
A Participant's Plan Obligations cannot be alienated, sold,
transferred, assigned, pledged, attached, garnished, or otherwise encumbered,
and pass only to a survivor beneficiary designated under the Plan, or by will or
the laws of descent and distribution. The Plan Obligations are not subject to
redemption, in whole or in part, prior to the termination, retirement or death
of the Participant. However, the Registrant reserves the right to amend or
terminate the Plan at any time, except that no such amendment or termination
shall adversely affect a Participant's right to Plan Obligations in the amount
of the Participant's accounts as of the date of such amendment or termination.
The Plan Obligations are not convertible into another security of the
Registrant. The Plan Obligations will not have the benefit of a negative pledge
or any other affirmative or negative covenant on the part of the Registrant. No
trustee has been appointed having the authority to take action with respect to
the Plan Obligations and each Participant will be responsible for acting
independently with respect to, among other things, the giving of notices,
responding to any requests for consents, waivers or amendments pertaining to the
Plan Obligations, enforcing covenants and taking action upon a default.
Item 5. Interests of Named Experts and Counsel
Robert C. Layne, Corporate Secretary of the Registrant, who has passed
upon the legality of the Plan Obligations offered hereby, is eligible for
participation in the Plan.
Item 6. Indemnification of Directors and Officers
The Tennessee Business Corporation Act ("TBCA") provides that a
corporation may indemnify any of its directors and officers against liability
incurred in connection with a proceeding if (a) such person acted in good faith;
(b) in the case of conduct in an official capacity with the corporation, he
reasonably believed such conduct was in the corporation's best interests; (c) in
all other cases, he reasonably believed that his conduct was at least not
opposed to the best interests of the corporation; and (d) in connection with any
criminal proceeding, such person had no reasonable cause to believe his conduct
was unlawful. In actions brought by or in the right of the corporation, however,
the TBCA provides that no indemnification may be made if the director or officer
was adjudged to be liable to the corporation. The TBCA also provides that in
connection with any proceeding charging improper personal benefit to an officer
or director, no indemnification may be made if such officer or director is
adjudged liable on the basis that such personal benefit was improperly received.
In cases where the director or officer is wholly successful, on the merits or
otherwise, in the defense of any proceeding instigated because of his or her
status as a director or officer of a corporation, the TBCA mandates that the
corporation indemnify the director or officer against reasonable expenses
incurred in the proceeding. The TBCA provides that a court of competent
jurisdiction, unless the corporation's charter provides otherwise, upon
application, may order that an officer or director be indemnified for reasonable
expenses if, in consideration of all relevant circumstances, the court
determines that such individual is fairly and reasonably entitled to
indemnification, notwithstanding the fact that (a) such officer or director was
adjudged liable to the corporation in a proceeding by or in the right of the
corporation; (b) such officer or director was adjudged liable on the basis that
personal benefit was improperly received by him; or (c) such officer or director
breached his duty of care to the corporation.
The Registrant's Charter and Bylaws provide that the Registrant shall
indemnify its directors and officers to the fullest extent permitted by
applicable law. The Registrant's Bylaws provide further that the Registrant
shall advance expenses to each director and officer of the Registrant to the
full extent allowed by the laws of the state of Tennessee, both as now in effect
and as hereafter adopted. Under the Registrant's Charter and Bylaws, such
indemnification and advancement of expenses provisions are not exclusive of any
other right that a director or officer may have or acquire both as to action in
his or her official capacity and as to action in another capacity.
The Registrant believes that its Charter and Bylaw provisions are
necessary to attract and retain qualified persons as directors and officers.
The Registrant has in effect a directors' and officers' liability
insurance policy which provides coverage for its directors and officers. Under
this policy, the insurer agrees to pay, subject to certain exclusions, for any
claim made against a director or officer of the Registrant for a wrongful act by
such director or officer, but only if and to the extent such director or officer
becomes legally obligated to pay such claim.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
See Exhibit Index.
Item 9. Undertakings
A. The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration
Statement to file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement to include any material information
with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change
to such information in the Registration Statement;
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona
fide offering thereof; and
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain
unsold at the termination of the offering.
B. The Registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act of (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers, and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities
(other than the payment by the Registrant of expenses incurred or paid
by a director, officer, or controlling person of the Registrant in the
successful defense of any action, suit, or proceeding) is asserted by
such director, officer, or controlling person in connection with the
securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question of whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Nashville, State of Tennessee, on the 21st day
of December, 1999.
DOLLAR GENERAL CORPORATION
By: /s/ Cal Turner, Jr.
Cal Turner, Jr., President, Chief Executive
Officer and Chairman
KNOW ALL MEN BY THESE PRESENTS, each person whose signature appears
below hereby constitutes and appoints Cal Turner, Jr. and Brian M. Burr, his or
her true and lawful attorneys-in-fact and agents, with full power of
substitution and resubstitution, for him or her and in his or her name, place
and stead, in any and all capacities, to sign any and all amendments to this
Registration Statement, and to file the same, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in and about the premises, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents, or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and as of the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Cal Turner, Jr. President, Chief Executive Officer December 21, 1999
Cal Turner, Jr. and Chairman
/s/ Brian M. Burr Executive Vice President and Chief December 21, 1999
Brian M. Burr Financial Officer
/s/ Dennis C. Bottorff Director December 21, 1999
Dennis C. Bottorff
/s/ James L. Clayton Director December 21, 1999
James L. Clayton
/s/ Reginald D. Dickson Director December 21, 1999
Reginald D. Dickson
/s/ John B. Holland Director December __, 199
John B. Holland
/s/ Barbara M. Knuckles Director December 21, 1999
Barbara M. Knuckles
/s/ Cal Turner Director December 21, 1999
Cal Turner
/s/ David M. Wilds Director December 21, 1999
David M. Wilds
/s/ William S. Wire, II Director December 21, 1999
William S. Wire, II
DOLLAR GENERAL CORPORATION SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN AND
COMPENSATION DEFERRAL PLAN
By: /s/ Cal Turner, Jr.
Cal Turner, Jr.
Title: Chairman, President and Chief Executive Officer
Dollar General Corporation
Exhibit Index
Exhibit
No. Exhibit Description
- ------------ -----------------------------------------------------------------
4 Dollar General Corporation Supplemental Executive Retirement
Plan and Compensation Deferral Plan
5 Opinion of Robert C. Layne
23.1 Consent of Deloitte & Touche, LLP
23.2 Consent of PriceWaterhouseCoopers LLC
23.3 Consent of Robert C. Layne (included in Exhibit 5)
24 Power of Attorney (included on signature page)