As filed with Securities and Exchange Commission on August 20, 2002
Registration No. 333-80655
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DOLLAR GENERAL CORPORATION
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(Exact name of registrant as specified in its charter)
Tennessee 61-0502302
(State or other jurisdiction of (I.R.S. employer identification
incorporation or organization) number)
Dollar General Corporation
100 Mission Ridge
Goodlettsville, Tennessee 37072
(615) 855-4000
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(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
______________________________
Please address a copy of all communications to:
Susan S. Lanigan,
Vice President, General Counsel and Corporate Secretary
Dollar General Corporation
100 Mission Ridge
Goodlettsville, Tennessee 37072
(615) 855-4000
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
______________________________
Copies to:
Gregory V. Gooding
Debevoise & Plimpton
919 Third Avenue
New York, New York 10022
(212) 909-6000
Approximate date of commencement of the proposed sale to the public:
From time to time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. |_|
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. |_|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the Prospectus is expected to be made pursuant to Rule
434, check the following box. |_|
This Post-Effective Amendment shall become effective in accordance with
Section 8(c) of the Securities Act of 1933, on such date as the Securities and
Exchange Commission, acting pursuant to said Section 8(c), may determine.
DEREGISTRATION OF SECURITIES
On June 14, 1999 Dollar General Corporation ("Dollar General") filed a
registration statement on Form S-3 No. 333-80655 (the "Registration Statement")
which registered 3,750,000 shares of Dollar General common stock, par value $.50
per share (the "Common Stock"), for sale by Dollar General pursuant to the
Dollar General Direct Stock Purchase Plan, effective June 14, 1999 (the "Plan").
The Plan promotes long-term ownership in Dollar General by (i) offering
shareholders and non-shareholders a cost-effective method of purchasing shares
of Dollar General directly from Dollar General; (ii) enabling shareholders to
increase their holdings in Dollar General by reinvesting their cash dividends;
and (iii) enabling current participants of the Plan to purchase additional
shares of Dollar General by reinvesting their cash investments. 404,269 shares
of Common Stock have been sold pursuant to the Registration Statement. Dollar
General hereby amends the Registration Statement to deregister the 3,345,731
shares of Common Stock that remain unsold pursuant to the Registration Statement
as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Dollar
General Corporation (i) certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing this post-effective amendment No. 1
on Form S-3 and (ii) has duly caused this post-effective amendment No. 1 to the
registration statement on Form S-3 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Nashville, State of
Tennessee, on August 12, 2002.
DOLLAR GENERAL CORPORATION
By: /s/ Cal Turner
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Name: Cal Turner
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
post-effective amendment No. 1 to the registration statement on Form S-3 has
been signed by the following persons in the capacities and on the dates
indicated.
Signature Title Date
--------- ----- ----
Chairman of the Board and Chief
/s/ Cal Turner Executive Officer (Principal
----------------------------- Executive Officer) August 12, 2002
Cal Turner
/s/ Donald S. Shaffer President and Chief Operating
----------------------------- Officer August 12, 2002
Donald S. Shaffer
/s/ James J. Hagan Executive Vice President and Chief
----------------------------- Financial Officer
James J. Hagan (Principal Financial Officer) August 12, 2002
/s/ Robert A. Lewis Vice President and Controller August 12, 2002
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Robert A. Lewis
/s/ David L. Bere
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David L. Bere Director August 12, 2002
/s/ Dennis C. Bottorff
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Dennis C. Bottorff Director August 12, 2002
/s/ Barbara L. Bowles
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Barbara L. Bowles Director August 12, 2002
/s/ James L. Clayton
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James L. Clayton Director August 12, 2002
/s/ Reginald D. Dickson
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Reginald D. Dickson Director August 12, 2002
/s/ E. Gordon Gee
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E. Gordon Gee Director August 12, 2002
/s/ John B. Holland
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John B. Holland Director August 12, 2002
/s/ Barbara M. Knuckles
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Barbara M. Knuckles Director August 12, 2002
/s/ James D. Robbins
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James D. Robbins Director August 12, 2002
/s/ David M. Wilds
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David M. Wilds Director August 12, 2002
/s/ William S. Wire II
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William S. Wire II Director August 12, 2002