0000769993-11-000679.txt : 20111214
0000769993-11-000679.hdr.sgml : 20111214
20111214171750
ACCESSION NUMBER: 0000769993-11-000679
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20111212
FILED AS OF DATE: 20111214
DATE AS OF CHANGE: 20111214
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GS Capital Partners VI Parallel LP
CENTRAL INDEX KEY: 0001386577
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11421
FILM NUMBER: 111261740
BUSINESS ADDRESS:
STREET 1: 85 Broad St
CITY: New York
STATE: NY
ZIP: 10004
MAIL ADDRESS:
STREET 1: 85 Broad St
CITY: New York
STATE: NY
ZIP: 10004
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: DOLLAR GENERAL CORP
CENTRAL INDEX KEY: 0000029534
STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331]
IRS NUMBER: 610502302
STATE OF INCORPORATION: TN
FISCAL YEAR END: 0201
BUSINESS ADDRESS:
STREET 1: 100 MISSION RIDGE
CITY: GOODLETTSVILLE
STATE: TN
ZIP: 37072
BUSINESS PHONE: 6158554000
MAIL ADDRESS:
STREET 1: 100 MISSION RIDGE
CITY: GOODLETTSVILLE
STATE: TN
ZIP: 37072
FORMER COMPANY:
FORMER CONFORMED NAME: TURNER CAL
DATE OF NAME CHANGE: 19710401
FORMER COMPANY:
FORMER CONFORMED NAME: TURNER J L & SON INC
DATE OF NAME CHANGE: 19710401
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GOLDMAN SACHS & CO
CENTRAL INDEX KEY: 0000769993
STATE OF INCORPORATION: NY
FISCAL YEAR END: 1127
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11421
FILM NUMBER: 111261743
BUSINESS ADDRESS:
STREET 1: 200 WEST STREET
STREET 2: C/O GOLDMAN SACHS & CO
CITY: NEW YORK
STATE: NY
ZIP: 10282
BUSINESS PHONE: 2129021000
MAIL ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC
CENTRAL INDEX KEY: 0000886982
STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211]
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11421
FILM NUMBER: 111261744
BUSINESS ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
BUSINESS PHONE: 2129021000
MAIL ADDRESS:
STREET 1: 200 WEST STREET
CITY: NEW YORK
STATE: NY
ZIP: 10282
FORMER NAME:
FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/
DATE OF NAME CHANGE: 20010104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GOLDMAN, SACHS MANAGEMENT GP GMBH
CENTRAL INDEX KEY: 0001232073
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11421
FILM NUMBER: 111261735
BUSINESS ADDRESS:
STREET 1: MESSERTURM
STREET 2: FRIEDRICH-EBERT-ANLAGE 49
CITY: FRANKFURT AM MAIN, 2M 60323
STATE: 2M
ZIP: 00000
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: MESSERTURM
STREET 2: FRIEDRICH-EBERT-ANLAGE 49
CITY: FRANKFURT AM MAIN, 2M 60323
STATE: 2M
ZIP: 00000
FORMER NAME:
FORMER CONFORMED NAME: GOLDMAN SACHS MANAGEMENT GP GMBH
DATE OF NAME CHANGE: 20030509
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GS Capital Partners VI GmbH & Co KG
CENTRAL INDEX KEY: 0001386557
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11421
FILM NUMBER: 111261739
BUSINESS ADDRESS:
STREET 1: 200 WEST STREET
CITY: New York
STATE: NY
ZIP: 10282
BUSINESS PHONE: 2129021000
MAIL ADDRESS:
STREET 1: 200 WEST STREET
CITY: New York
STATE: NY
ZIP: 10282
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GSCP VI Offshore Advisors, L.L.C.
CENTRAL INDEX KEY: 0001394278
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11421
FILM NUMBER: 111261737
BUSINESS ADDRESS:
STREET 1: 1209 ORANGE STREET
CITY: WILMINGTON
STATE: DE
ZIP: 19801
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: 1209 ORANGE STREET
CITY: WILMINGTON
STATE: DE
ZIP: 19801
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GS Capital Partners VI Offshore Fund, L.P.
CENTRAL INDEX KEY: 0001394285
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11421
FILM NUMBER: 111261741
BUSINESS ADDRESS:
STREET 1: 1209 ORANGE STREET
CITY: WILMINGTON
STATE: DE
ZIP: 19801
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: 1209 ORANGE STREET
CITY: WILMINGTON
STATE: DE
ZIP: 19801
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GSCP VI Advisors, L.L.C.
CENTRAL INDEX KEY: 0001394286
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11421
FILM NUMBER: 111261738
BUSINESS ADDRESS:
STREET 1: 1209 ORANGE STREET
CITY: WILMINGTON
STATE: DE
ZIP: 19801
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: 1209 ORANGE STREET
CITY: WILMINGTON
STATE: DE
ZIP: 19801
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GS Capital Partners VI Fund, L.P.
CENTRAL INDEX KEY: 0001394287
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11421
FILM NUMBER: 111261742
BUSINESS ADDRESS:
STREET 1: 1209 ORANGE STREET
CITY: WILMINGTON
STATE: DE
ZIP: 19801
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: 1209 ORANGE STREET
CITY: WILMINGTON
STATE: DE
ZIP: 19801
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: GS Advisors VI, L.L.C.
CENTRAL INDEX KEY: 0001394288
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-11421
FILM NUMBER: 111261736
BUSINESS ADDRESS:
STREET 1: 1209 ORANGE STREET
CITY: WILMINGTON
STATE: DE
ZIP: 19801
BUSINESS PHONE: 212-902-1000
MAIL ADDRESS:
STREET 1: 1209 ORANGE STREET
CITY: WILMINGTON
STATE: DE
ZIP: 19801
4
1
dg420111212gsg_ex.xml
X0304
4
2011-12-12
0
0000029534
DOLLAR GENERAL CORP
DG
0000886982
GOLDMAN SACHS GROUP INC
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
0000769993
GOLDMAN SACHS & CO
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
0001394287
GS Capital Partners VI Fund, L.P.
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
0001394285
GS Capital Partners VI Offshore Fund, L.P.
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
0001386577
GS Capital Partners VI Parallel LP
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
0001386557
GS Capital Partners VI GmbH & Co KG
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
0001394286
GSCP VI Advisors, L.L.C.
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
0001394278
GSCP VI Offshore Advisors, L.L.C.
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
0001394288
GS Advisors VI, L.L.C.
200 WEST STREET
NEW YORK
NY
10282
0
0
1
0
0001232073
GOLDMAN, SACHS MANAGEMENT GP GMBH
MESSETURM 60308
FRANKFURT AM MAIN
GERMANY
2M
00000
GERMANY
0
0
1
0
Common Stock
2011-12-12
4
S
0
6059441
37.635
D
40354251
I
See Footnotes
Common Stock
2011-12-12
4
J
0
1065912
37.635
D
39288339
I
See Footnotes
Director Stock Option (right to buy)
22.55
2019-11-18
Common Stock
5549
5549
I
See footnotes
Director Stock Option (right to buy)
33.16
2021-05-25
Common Stock
3194
3194
I
See footnotes
This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS
Capital Partners VI Fund, L.P. ("GS Capital"), GS Capital Partners VI Offshore Fund, L.P. ("GS Offshore"), GS Capital
Partners VI Parallel, L.P. ("GS Parallel"), GS Capital Partners VI GmbH & Co. KG ("GS Germany"), Goldman Sachs DGC
Investors, L.P. ("GS DGC"), Goldman Sachs DGC Investors Offshore Holdings, L.P. ("GS DGC Offshore" and, together with GS
Capital, GS Offshore, GS Parallel, GS Germany, and GS DGC, the "GS Funds") and GSUIG, L.L.C. ("GSUIG", and together with
the GS Funds, the "Investing Entities"), GSCP VI Advisors, L.L.C. ("GSCP Advisors"), GSCP VI Offshore Advisors, L.L.C.
("GSCP Offshore Advisors"), GS Advisors VI, L.L.C. ("GS Advisors") (continued in footnote 2),
Goldman, Sachs Management GP GmbH ("GS GmbH"), GS DGC Advisors, L.L.C. ("GS DGC Advisors") and GS DGC Offshore Advisors,
Inc. ("GS DGC Offshore Advisors", and together with GSCP Advisors, GSCP Offshore Advisors, GS Advisors, GS GmbH, GS DGC
Advisors, the Investing Entities, Goldman Sachs and GS Group, the "Reporting Persons"). Due to the electronic system's
limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate. Each Reporting Person
disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein.
Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of the GS Funds. Affiliates
of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner or investment manager of
the GS Funds. GSUIG is a wholly-owned subsidiary of GS Group.
In connection with the secondary offering (the "Secondary Offering") of common stock, par value $0.875 per share (the "Common
Stock"), of Dollar General Corporation (the "Company") by certain selling shareholders pursuant to an underwriting agreement
(the "Underwriting Agreement") and final prospectus supplement, each dated December 6, 2011, Buck Holdings, L.P., as a
selling shareholder, sold 24,194,138 shares of Common Stock of the Company at $37.635 per share, which represents the $39.00
Secondary Offering price per share of Common Stock, less the underwriting discount of $1.365 per share of Common Stock. The
Secondary Offering closed on December 12, 2011. Buck Holdings, L.P. is a limited partnership whose general partner is Buck
Holdings, LLC. The membership interests of Buck Holdings, LLC are held by a private investor group, which includes the
Investing Entities.
Pursuant to the Underwriting Agreement and in connection with the Secondary Offering, the underwriters exercised their option
(the "Over-Allotment Option") to purchase additional shares of Common Stock from certain of the selling shareholders.
Goldman Sachs is one of several underwriters under the Underwriting Agreement. The Over-Allotment Option closed
simultaneously with the Secondary Offering on December 12, 2011. Buck Holdings, L.P. sold an additional 3,750,000 shares of
Common Stock pursuant to the underwriters' exercise of the Over-Allotment Option.
In connection with the Common Stock repurchase program authorized by the Company on November 30, 2011, the Company entered
into a share repurchase agreement with Buck Holdings, L.P. on December 4, 2011 (the "Share Repurchase Agreement"). Pursuant
to the Share Repurchase Agreement, the Company repurchased, concurrently with the Secondary Offering, 4,915,637 shares of
Common Stock from Buck Holdings, L.P. (the "Stock Repurchase") at $37.635 per share, which represents the $39.00 Secondary
Offering price per share of Common Stock, less the underwriting discount of $1.365 per share of Common Stock.
GS Group may be deemed to beneficially own 1,525 restricted stock units that were granted to Adrian M. Jones, a managing
director of Goldman Sachs, in his capacity as a director of the Company pursuant to the Amended and Restated 2007 Stock
Incentive Plan for Key Employees of Dollar General Corporation and Its Affiliates (the "Plan"). The restricted stock units
represent a contingent right to receive shares of Common Stock upon vesting and vest in three equal installments on each of
the Company's first, second, and third annual shareholders' meetings immediately following the grant date, which was
November 18, 2009. Mr. Jones has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS
Group.
GS Group also may be deemed to beneficially own 1,038 restricted stock units that were granted to Adrian M. Jones in his
capacity as a director of the Company pursuant to the Plan on May 25, 2011. The restricted stock units represent a
contingent right to receive shares of Common Stock upon vesting. The shares vest in three equal annual installments of 33
1/3% beginning on May 25, 2012. Mr. Jones has an understanding with GS Group pursuant to which he holds such shares for the
benefit of GS Group.
As of December 12, 2011, as a result of the Secondary Offering, the exercise of the Over-Allotment Option and the Stock
Repurchase, GS Group and Goldman Sachs may be deemed to beneficially own indirectly 39,285,776 shares of Common Stock by
reason of the indirect beneficial ownership of such shares by the Investing Entities. The Investing Entities may be deemed
to beneficially own indirectly 39,285,776 shares of Common Stock by reason of the direct beneficial ownership of such shares
by Buck Holdings, L.P., a limited partnership whose general partner is Buck Holdings, LLC.
As of December 12, 2011, as a result of the Secondary Offering, the exercise of the Over-Allotment Option and the Stock
Repurchase, GS Capital, and its general partner GSCP Advisors, may be deemed to beneficially own indirectly 14,517,769
shares of Common Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS Offshore, and
its general partner GSCP Offshore Advisors, may be deemed to beneficially own indirectly 12,075,370 shares of Common Stock
by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS Parallel, and its general partner GS
Advisors, may be deemed to beneficially own indirectly 3,992,139 shares of Common Stock by reason of the direct beneficial
ownership of Common Stock by Buck Holdings, L.P.; (continued in footnote 10)
GS Germany, and its general partner, GS GmbH, may be deemed to beneficially own indirectly 515,961 shares of Common Stock by
reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS DGC, and its general partner, GS DGC
Advisors, may be deemed to beneficially own indirectly 2,191,094 shares of Common Stock by reason of the direct beneficial
ownership of Common Stock by Buck Holdings, L.P.; GS DGC Offshore, and its general partner, GS DGC Offshore Advisors, may be
deemed to beneficially own indirectly 4,356,534 shares of Common Stock by reason of the direct beneficial ownership of
Common Stock by Buck Holdings, L.P.; and GSUIG may be deemed to beneficially own indirectly 1,636,909 shares of Common Stock
by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.
Pursuant to the Plan, Adrian M. Jones was granted options to purchase 5,549 shares of Common Stock on November 18, 2009. The
options vest in four annual installments of 25% beginning November 18, 2010. GS Group may be deemed to beneficially own the
options to purchase 5,549 shares of Common Stock that were granted to Mr. Jones on November 18, 2009 pursuant to the Plan.
Mr. Jones has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group.
Pursuant to the Plan, Adrian M. Jones was granted options to purchase 3,194 shares of Common Stock on May 25, 2011. The
options vest in four annual installments of 25% beginning on May 25, 2012. GS Group may be deemed to beneficially own the
options to purchase 3,194 shares of Common Stock that were granted to Mr. Jones on May 25, 2011 pursuant to the Plan. Mr.
Jones has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group.
/s/ Yvette Kosic, Attorney-in-fact
2011-12-14
/s/ Yvette Kosic, Attorney-in-fact
2011-12-14
/s/ Yvette Kosic, Attorney-in-fact
2011-12-14
/s/ Yvette Kosic, Attorney-in-fact
2011-12-14
/s/ Yvette Kosic, Attorney-in-fact
2011-12-14
/s/ Yvette Kosic, Attorney-in-fact
2011-12-14
/s/ Yvette Kosic, Attorney-in-fact
2011-12-14
/s/ Yvette Kosic, Attorney-in-fact
2011-12-14
/s/ Yvette Kosic, Attorney-in-fact
2011-12-14
/s/ Yvette Kosic, Attorney-in-fact
2011-12-14