FAMILY DOLLAR STORES INC
FORM
8-K
(Current report filing)
Filed 12/08/14 for the Period Ending 12/08/14
Address
Telephone
CIK
Symbol
SIC Code
Industry
Sector
Fiscal Year
P.O. BOX 1017
10401 MONROE ROAD
CHARLOTTE, NC 28201-1017
704-849-7492
0000034408
FDO
5331 - Variety Stores
Retail (Specialty)
Services
08/31
http://www.edgar-online.com
© Copyright 2014, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.
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): December 8, 2014
Family Dollar Stores, Inc.
(Exact name of registrant as specified in charter)
Delaware
1-6807
56-0942963
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(I.R.S. Employer
Identification No.)
P.O. Box 1017, 10401 Monroe Road
Charlotte, North Carolina
28201-1017
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code: (704) 847-6961
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):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 8.01
Other Events.
On December 8, 2014, Family Dollar Stores, Inc. (“ Family Dollar ”) made a presentation to Institutional Shareholder Services Inc. A copy of the presentation is
attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Additional Information About the Dollar General Tender Offer
Family Dollar has filed a solicitation/recommendation statement with respect to the tender offer with the SEC. INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ THE SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE TENDER OFFER AND OTHER
RELEVANT DOCUMENTS THAT ARE FILED WITH THE SEC BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
TENDER OFFER. You may obtain free copies of the solicitation/recommendation statement with respect to the tender offer and other documents filed with the
SEC by Family Dollar through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Family Dollar are
available free of charge on Family Dollar’s internet website at www.FamilyDollar.com under the heading “Investor Relations” and then under the heading “SEC
Filings” or by contacting Family Dollar’s Investor Relations Department at 704-708-2858.
Important Information for Investors and Stockholders
This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be
any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of
any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as
amended. In connection with the proposed merger between Dollar Tree and Family Dollar, on October 28, 2014, the Securities and Exchange Commission (SEC)
declared effective Dollar Tree’s registration statement on Form S-4 that included a definitive proxy statement of Family Dollar that also constitutes a prospectus of
Dollar Tree. On October 28, 2014, Family Dollar commenced mailing the definitive proxy statement/prospectus to stockholders of Family Dollar. INVESTORS
AND SECURITY HOLDERS OF FAMILY DOLLAR ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT/PROSPECTUS
(INCLUDING ALL AMENDMENTS AND SUPPLEMENTS THERETO) AND OTHER DOCUMENTS RELATING TO THE MERGER THAT ARE
FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER. Investors and security holders are able to obtain free copies of the registration statement and the definitive proxy statement/prospectus
(when available) and other documents filed with the SEC by Dollar Tree and Family Dollar through the website maintained by the SEC at http://www.sec.gov .
Copies of the documents filed with the SEC by Dollar Tree are available free of charge on Dollar Tree’s internet website at www.DollarTree.com under the heading
“Investor Relations” and then under the heading “Download Library” or by contacting Dollar Tree’s Investor Relations Department at 757-321-5284. Copies of the
documents filed with the SEC by Family Dollar are available free of charge on Family Dollar’s internet website at www.FamilyDollar.com under the heading
“Investor Relations” and then under the heading “SEC Filings” or by contacting Family Dollar’s Investor Relations Department at 704-708-2858.
Participants in the Solicitation For the Proposed Dollar Tree/Family Dollar Merger
Dollar Tree, Family Dollar, and their respective directors, executive officers and certain other members of management and employees may be deemed to be
participants in the solicitation of proxies from the holders of Family Dollar common stock in respect of the proposed merger between Dollar Tree and Family Dollar.
Information regarding the persons who may, under the rules of the SEC, be considered participants in the solicitation of proxies in favor of the proposed merger are
set forth in the proxy statement/prospectus filed with the SEC. You can also find information about Dollar Tree’s and Family Dollar’s directors and executive
officers in Dollar Tree’s definitive proxy statement filed with the SEC on May 12, 2014 and in Family Dollar’s Annual Report on Form 10-K for the fiscal year
ended August 30, 2014, respectively. You can obtain free copies of these documents from Dollar Tree or Family Dollar using the contact information above.
Forward Looking Statements
Certain statements contained herein are “forward-looking statements” that are subject to the safe harbor provisions of the Private Securities Litigation Reform Act of
1995. These forward-looking statements and information about our current and future prospects and our operations and financial results are based on currently
available information. Various risks, uncertainties and other factors could cause actual future results and financial performance to vary significantly from those
anticipated in such statements. The forward looking statements contained herein include assumptions about our operations, such as cost controls and market
conditions, and certain plans, activities or events which we expect will or may occur in the future and relate to, among other things, the business combination
transaction involving Dollar Tree and Family Dollar, the unsolicited tender offer and proposals from Dollar General and any other alternative business combination
transactions, the financing of the proposed transactions, the benefits, results, effects, timing and certainty of the proposed transactions, future financial and operating
results, expectations concerning the antitrust review process for the proposed transactions and the combined company’s plans, objectives, expectations (financial or
otherwise) and intentions.
Risks and uncertainties related to the proposed mergers include, among others: the risk that Family Dollar’s stockholders do not approve either merger; the risk that
the merger agreement is terminated as a result of a competing proposal; the risk that regulatory approvals required for either merger are not obtained on the proposed
terms and schedule or are obtained subject to conditions that are not anticipated; the risk that the other conditions to the closing of either merger are not satisfied; the
risk that the financing required to fund either transaction is not obtained; potential adverse reactions or changes to business or employee relationships, including
those resulting from the announcement or completion of either merger; uncertainties as to the timing of either merger; competitive responses to either proposed
merger; response by activist stockholders to either merger; costs and difficulties related to the integration of Family Dollar’s business and operations with Dollar
Tree’s or other potential business combination transaction counterparties’ business and operations; the inability to obtain, or delays in obtaining, the cost savings and
synergies contemplated by either merger; uncertainty of the expected financial performance of the combined company following completion of either proposed
transaction; the calculations of, and factors that may impact the calculations of, the acquisition price in connection with either proposed transaction and the allocation
of such acquisition price to the net assets acquired in accordance with applicable accounting rules and methodologies; unexpected costs, charges or expenses
resulting from either merger; litigation relating to either merger; the outcome of pending or potential litigation or governmental investigations; the inability to retain
key personnel; and any changes in general economic and/or industry specific conditions. Consequently, all of the forward-looking statements made by Family
Dollar, in this and in other documents or statements are qualified by factors, risks and uncertainties, including, but not limited to, those set forth under the headings
titled “Cautionary Statement Regarding Forward-Looking Statements” and “Risk Factors” in Family Dollar’s Annual Report on Form 10-K for the fiscal year ended
August 30, 2014 and other reports filed by Family Dollar with the SEC, which are available at the SEC’s website http://www.sec.gov .
Please read our “Risk Factors” and other cautionary statements contained in these filings. Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date hereof. Family Dollar undertakes no obligation to update or revise any forward-looking statements, even if experience or
future changes make it clear that projected results expressed or implied in such statements will not be realized, except as may be required by law. As a result of these
risks and others, actual results could vary significantly from those anticipated herein, and our financial condition and results of operations could be materially
adversely affected.
Item 9.01.
Financial Statements and Exhibits.
(d) Exhibits
Exhibit 99.1
Presentation to Institutional Shareholder Services Inc., dated December 8, 2014
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.
FAMILY DOLLAR STORES, INC.
(Registrant)
Date: December 8, 2014
By: /s/ James C. Snyder, Jr.
James C. Snyder, Jr.
Senior Vice President, General Counsel and Secretary
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trading
share
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consideration
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pro
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Purchase
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22.8%
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common
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10.3x
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closing
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2014
beDLTR
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concluding
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the
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receive:
close
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the
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weighted
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thelong
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3-Mth
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–Current
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December
($)
December-09
20-Nov-13
$0.02
21-Aug-14
22-May-14
Announces
28-Jul-14
(MM)
$68.41
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High
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28
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$59.69
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share
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(2/3/2014)
(11/28/2014)
3Q
2Q
1Q
acquisition
Analysis
Performance
6-Mth
50
2009
16
Share
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$57.13
in
2014
(11/28/2014)
operational
40
24.0%
IQ
price
12
previous
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Avg.
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results.
(1)
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of
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01$68.41
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performance
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$50.39
67.7%
the
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of
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$0.69
$0.61
$0.67
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3$40.79
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$69.50
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October-12
analyst
5,5analyst
2014.
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$69.50
meaningful
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estimates
$49.59
increase
March-14
ofof$0.66.
$0.64.
$0.64.
inGuidance
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December-14
its
Updated
stockguidance
price
for
guidance
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and
2014
for
afor
resulting
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fullyear
year
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increase
2014
2014
indiluted
the
diluted
in range
theEPS
merger
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ofto$0.58
to$2.97
consideration
$2.94
to- $0.64.
$3.04
- $3.06.
from $2.94 - $3.06, which includes $0.07 of acquisition related costs vs
Collar
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$72.00
$70.00
$68.41
$68.00
$66.00
$64.00
$62.00
$59.98
$54.53
$49.08
$46.35
12.2x
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$59.60
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$77.49
#Total
0.25
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$59.60
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$76.99
consideration
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22.5x
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$16.99
$76.59
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Shares
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11.5x
22.4x
–0.25
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Value
as
to
$59.60
$16.89
$76.49
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per
FDO
11.2x
21.7x
of
0.25
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December
Family
$59.60
$16.39
$75.99
0.25
stockholders
10.9x
21.1x
Fwd)
0.25
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10.5x
20.4x
$59.60
$15.90
$75.70
5,0.27
2014
Share
10.4x
19.7x
of$75.00
$59.60
$15.40
0.30
$76.59
9.5x
17.9x
0.30
$59.60
$14.90
$74.50
8.6x
16.2x
$59.60
$14.90
$74.50
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15.3x$74.50
$59.60 $73.67
$14.90
$59.60
$14.07
Antitrust
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500 stores)
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it
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offer
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of
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after
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between
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2014,
divested
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would:
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DG
would
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and
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longer
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and
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and
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announcement
antitrust
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2014,
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by
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June
offon
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the
19
the
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table”,
message
until
scheduled
at that
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expiration
stockholders
and harm its
date
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continue
of December
business,
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significant
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elected
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period
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of
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proposed
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bid
DLTR
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DLTR
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merger
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merger
antitrust
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abidder,
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allow
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only
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and
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providing
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accepting
in
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that
event
will
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third
competing
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unsolicited
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to DG
bidder’s
such
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as
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complying
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isthe
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proposed)
to DLTR
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a
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Board’s
Stockholders
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Board
10
Director
Since
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19
Howard
All
Consideration
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ofconsideration
negotiations
11
January
Independence
Board
directors
Edward
DOLLAR.
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analysis
is2014,
completely
ofP.is
are
and
with
the
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by
the
aindependent
committee
exploration
proposals
Cleary
DLTR
onlyaligned
director
Trian
Gottlieb
by
ofofPartners
with
DG
four
strategic
who
and
independent
FDO
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owns
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shareholders
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andirectors
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and
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FDO;
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with
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at $74.50plan
to
Process Leading to the Dollar Tree Merger Agreement and Rejection of the DG Tender Offer
(ALL)
Timeline
2014)
Initial
(Sept.
2013
In
2014
Icahn
FTC
DG
FDO
(Oct.
DLTR
FAMILY
21
2013
postpones
revises
commences
makes
issues
and
requests
board
proposes
certifies
|2014)
discloses
2014)
meeting
makes
advisors
and
amends
and
of
DLTR
DOLLAR.
unsolicited
FDO
second
proposal
considers
Review
1H
non-binding
substantial
proposal
January
meeting
regarding
agreement
9.39%
reach
2014,
TO
receive
announce
request
Process
at
toalternatives
out
FDO
proposal
stake
$80/share;
2014
$80/share
from
ofFTC
possible
compliance
to
to
FDO
proposal
for
merger
had
FDO
and
meeting
commit
DG
second
DG
for
and
more
urges
in
with
rejected
advisors
for
FDO-DG
(July
TO
FDO
meeting;
to
DG
to
until
request
running
with
than
acquire
(Oct.
exploration
1,500-store
any
2014)
antitrust
atby
Spring
FTC
are:
$78.50/share
and
combination
2014)
dozen
DG
(Sept.
FDO
acombination
FDO;
potential
second
all
experts;
says
of
divestiture
communications
required
2014)
Rejected
strategic
itrequests
iswith
sale
(Oct.
DG
not
(Feb.
divestitures;
process
cap
700
rejects
by
interested
alternatives
2013)
for
2014)
FDO
and
store
both
with
meeting
with
$500M
(May
divestiture
in
DLTR
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Conclusion
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