form8k.htm
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): August 30, 2007
DOLLAR
TREE STORES, INC.
(Exact
name of registrant as specified in its charter)
VIRGINIA
(State
or
Other Jurisdiction of Incorporation)
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0-25464
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54-1387365
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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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
August
30, 2007, Dollar Tree Stores, Inc. (the “Company”) entered into an accelerated
share repurchase program with Merrill Lynch International (“Merrill Lynch”) to
repurchase $100 million of the Company’s common stock. This
accelerated share repurchase program is part of the execution 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.
The
material terms of the agreement are described below:
This
is a
collared transaction in which the Company has agreed to repurchase for $100
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. The minimum number of shares the
Company has agreed to repurchase will be determined by dividing $100 million
by
approximately 110% of the volume weighted average share price of the Company’s
common stock less an agreed upon discount over a period of up to four and
one-half months following execution of the agreement. The maximum
number of shares subject to repurchase will be determined by dividing $100
million by approximately 97.5% of the volume weighted average share price less
an agreed upon discount over the same time period. The Company will initially
receive 70% of the minimum number of shares. Up to four and one-half
months after the initial execution date, the Company will receive additional
shares from Merrill Lynch depending on the volume weighted average price of
the
shares during that period, subject to the maximum share delivery provisions
of
the agreement.
Under
the
agreement, the Company will pay $100 million to Merrill Lynch on September
4,
2007 and initially receive approximately 1.6 million common shares.
Thereafter, the Company has no other obligations under the collared
agreement to pay additional amounts or deliver shares to Merrill
Lynch. In certain circumstances the completion date of the agreement
may be shortened or extended from the period described above.
Shares
repurchased under the accelerated stock repurchase program will be
retired.
Item
7.01 Regulation FD Disclosure.
The
Company issued a press release concerning the accelerated share repurchase
program after the market close on August 30, 2007. 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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DOLLAR
TREE STORES, INC.
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Date:
August 31, 2007
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By:
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/s/
Kent A. Kleeberger
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Kent
A. Kleeberger
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Chief
Financial Officer
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EXHIBITS
Exhibit
99.1 - Press release dated August 31, 2007 issued
by Dollar Tree Stores, Inc.