0000928464-14-000063.txt : 20140626 0000928464-14-000063.hdr.sgml : 20140626 20140619160352 ACCESSION NUMBER: 0000928464-14-000063 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20140619 DATE AS OF CHANGE: 20140619 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FAMILY DOLLAR STORES INC CENTRAL INDEX KEY: 0000034408 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-VARIETY STORES [5331] IRS NUMBER: 560942963 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-14318 FILM NUMBER: 14930540 BUSINESS ADDRESS: STREET 1: P.O. BOX 1017 STREET 2: 10401 MONROE ROAD CITY: CHARLOTTE STATE: NC ZIP: 28201-1017 BUSINESS PHONE: 704-849-7492 MAIL ADDRESS: STREET 1: P.O. BOX 1017 STREET 2: 10401 MONROE ROAD CITY: CHARLOTTE STATE: NC ZIP: 28201-1017 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ICAHN CARL C CENTRAL INDEX KEY: 0000921669 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ICAHN ASSOCIATES HOLDING LLC STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 BUSINESS PHONE: 212-702-4300 MAIL ADDRESS: STREET 1: C/O ICAHN ASSOCIATES HOLDING LLC STREET 2: 767 FIFTH AVE., SUITE 4700 CITY: NEW YORK STATE: NY ZIP: 10153 FORMER COMPANY: FORMER CONFORMED NAME: ICAHN CARL C ET AL DATE OF NAME CHANGE: 19950612 SC 13D/A 1 fdosch13damd1061914.htm fdosch13damd1061914.htm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

Family Dollar Stores, Inc.
(Name of Issuer)

Common Shares of no par value
(Title of Class of Securities)

307000109
(CUSIP Number)

Keith Schaitkin, Esq.
Icahn Capital LP
767 Fifth Avenue, 47th Floor
New York, New York 10153
(212) 702-4300
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

June 19, 2014
(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /.

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 

 


SCHEDULE 13D

Item 1.  Security and Issuer

The Schedule 13D filed with the Securities and Exchange Commission on June 6, 2014 (the "Initial 13D"), by the Reporting Persons with respect to the shares of Common Stock, $0.10 par value (“Shares”), issued by Family Dollar Stores, Inc. (the “Issuer”) is hereby amended to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D.


Item 4.  Purpose of Transaction

Item 4 of the Initial 13D is hereby amended by adding the following:

On June 19, 2014, Carl C. Icahn sent a letter to the Issuer, a copy of which is filed herewith as an exhibit and incorporated herein by reference.
 

SECURITY HOLDERS ARE ADVISED TO READ THE CONSENT SOLICITATION STATEMENT AND OTHER DOCUMENTS RELATED TO THE SOLICITATION OF CONSENTS BY CARL C. ICAHN, HIGH RIVER LIMITED PARTNERSHIP, HOPPER INVESTMENTS LLC, BARBERRY CORP., ICAHN PARTNERS LP, ICAHN PARTNERS MASTER FUND LP, ICAHN ENTERPRISES G.P. INC., ICAHN ENTERPRISES HOLDINGS L.P., IPH GP LLC, ICAHN CAPITAL L.P., ICAHN ONSHORE LP, ICAHN OFFSHORE LP, BECKTON CORP. AND CERTAIN OF THEIR RESPECTIVE AFFILIATES FROM THE STOCKHOLDERS OF FAMILY DOLLAR STORES, INC. WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION, INCLUDING INFORMATION RELATING TO THE PARTICIPANTS IN SUCH CONSENT SOLICITATION. WHEN COMPLETED, A DEFINITIVE CONSENT SOLICITATION STATEMENT AND A FORM OF WRITTEN CONSENT WILL BE MAILED TO STOCKHOLDERS OF FAMILY DOLLAR STORES, INC AND WILL ALSO BE AVAILABLE AT NO CHARGE AT THE SECURITIES AND EXCHANGE COMMISSION’S WEBSITE AT HTTP://WWW.SEC.GOV. INFORMATION RELATING TO THE PARTICIPANTS IN THE CONSENT SOLICITATION IS CONTAINED IN THE SCHEDULE 13D FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JUNE 6, 2014.


Item 7.  Material to be Filed as Exhibits

1           Letter to the Issuer dated June 19, 2014.


 
 

 

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: June 19, 2014

ICAHN PARTNERS MASTER FUND LP
ICAHN OFFSHORE LP
ICAHN PARTNERS LP
ICAHN ONSHORE LP
BECKTON CORP.
HOPPER INVESTMENTS LLC
BARBERRY CORP.
HIGH RIVER LIMITED PARTNERSHIP
By: Hopper Investments LLC, general partner
By: Barberry Corp.

By:           /s/ Edward E. Mattner                                                      
Name: Edward E. Mattner
Title: Authorized Signatory


ICAHN CAPITAL LP
By: IPH GP LLC, its general partner
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
IPH GP LLC
By: Icahn Enterprises Holdings L.P., its sole member
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES HOLDINGS L.P.
By: Icahn Enterprises G.P. Inc., its general partner
ICAHN ENTERPRISES G.P. INC.

By:           /s/ SungHwan Cho                                
Name: SungHwan Cho
Title: Chief Financial Officer



/s/ Carl C. Icahn                                
CARL C. ICAHN

[Signature Page of Amendment to Schedule 13D – Family Dollar Stores, Inc.]
EX-1 2 fdosch13damd10619ex1.htm fdosch13damd10619ex1.htm
CARL C. ICAHN
767 Fifth Avenue, 47th Floor
New York, New York 10153
                              
                                                     June 19, 2014

Mr. Howard Levine
Family Dollar Stores, Inc.
10401 Monroe Road
Matthews, North Carolina 28105

Dear Howard:

Although we appreciated the cordial nature of our discussion at last night’s dinner, it was apparent that we have a strong difference of opinion as to the future of our company.

Family Dollar has consistently underperformed its peers on most, if not all, operating metrics (same store sales, total revenue growth, sales per store, sales per square foot, operating margins, capital structure efficiency, etc.) and faces growing competition. In addition, the company’s shares have underperformed not only the shares of its peers but also the S&P 500 index over the last 1-year and 3-year periods.

But perhaps more importantly, we believe that for a number of reasons we discussed last night it is imperative that Family Dollar be put up for sale immediately.

We believe there would be significant interest from strategic and financial buyers who could recognize massive synergies from an acquisition of the company. And it is clear that now is a perfect time to sell, given the advantageous stock market and interest rate environment. We also believe, based on the makeup of Family Dollar’s shareholder base as well as the precipitous rise in the market value of the company’s shares after we announced our position, that an overwhelming majority of the company’s shareholders would be in favor of a sale. Consolidation in this space is inevitable and we believe that now is not the time for continued passivity. We believe the company has been in limbo for far too long.

As we mentioned to you last night, we would like to work in a friendly and collaborative manner with you and, in order to effectuate this, we believe that three of our representatives should be added to the company’s board of directors immediately. We would expect that these individuals become part of a newly formed board committee that would be tasked with immediately beginning a process to approach the most likely buyers of the company. Our experience and competence in this arena should be obvious to all. However, we don’t believe there is any time to waste and don’t wish to wait until the next annual meeting. Therefore, if we cannot achieve this collaboratively, we intend to take this matter directly to shareholders by commencing a written consent solicitation within the next few weeks to remove all of the members of Family Dollar’s board of directors and replace them with individuals that will have a shareholder mandate to sell the company.

Bringing our proposal for an immediate sale of Family Dollar directly to stockholders will allow them to evaluate the merits of our suggestion and permit them a say in the future of their company, an approach that all responsible fiduciaries should support. Nevertheless, we view that as a last resort. We welcome an opportunity to engage directly with you and your financial and legal advisors to discuss constructively the merits of our ideas. But time is of the essence. We hope to hear from you shortly.

Finally, Family Dollar’s bylaws purport to require that any stockholder’s notice with respect to an intent to make a nomination of any person for election as a director of the company through a written consent solicitation must include “a completed and signed questionnaire, representation and agreement” to furnish certain information to the company. Because we are considering a written consent solicitation, we hereby request this form of questionnaire, representation and agreement. Kindly forward the same, as promptly as possible, to Mr. Jesse A. Lynn, Assistant General Counsel, Icahn Enterprises LP, 767 Fifth Avenue, 47th Floor, New York, New York 10153, or via electronic mail at jlynn@sfire.com.

Very truly yours,


Carl C. Icahn