Form 8K, Dollar Tree Stores, Inc. Annouces $150 million share repurchase program
AND EXCHANGE COMMISSION
SECTION 13 OR 15(D) OF THE
EXCHANGE ACT OF 1934
Report (Date of earliest event reported): March 29, 2007
TREE STORES, INC.
name of registrant as specified in its charter)
Other Jurisdiction of Incorporation)
Employer Identification No.)
of Principal Executive Offices and Zip Code)
Telephone Number, Including Area Code)
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
Instruction A.2. below):
communications pursuant to Rule 425 under the Securities Act (17 CFR
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
Entry into a Material Definitive Agreement.
29, 2007, Dollar Tree Stores, Inc. (the “Company”) entered into an accelerated
share repurchase program with Goldman, Sachs & Co. (“Goldman Sachs”) to
repurchase $150 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.
material terms of the agreement are described below:
collared transaction in which the Company has agreed to repurchase for $150
million a number of shares to be determined based on the volume weighted
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
shares that may be repurchased. The minimum number of shares the Company
agreed to repurchase will be determined by dividing $150 million by
approximately 110% of the volume weighted average share price of the Company’s
common stock less one dollar over a period of up to four months following
execution of the agreement. The maximum number of shares subject to repurchase
will be determined by dividing $150 million by approximately 95% of the volume
weighted average share price less one dollar over the same time period. Goldman
Sachs will deliver 70% of the minimum number of shares to the Company within
weeks of the March 29, 2007 execution date. Up to four months after the initial
execution date, the Company will receive additional shares from Goldman Sachs
depending on the volume weighted average price of the shares during that
subject to the maximum share delivery provisions of the agreement.
agreement, the Company will pay $150 million to Goldman Sachs on April 3,
and initially receive approximately 2.6 million common shares. Thereafter,
Company has no other obligations under the collared agreement to pay additional
amounts or deliver shares to Goldman Sachs. In certain circumstances the
completion date of the agreement may be shortened or extended from the period
repurchased under the accelerated stock repurchase program will be
to time the Company engages Goldman Sachs as an advisor for investment banking
and other corporate activities. In addition, Goldman Sachs Asset Management,
L.P. owns approximately 1.6% of the outstanding common shares of the Company
of the latest reporting period.
7.01 Regulation FD Disclosure.
Company issued a press release concerning the accelerated share repurchase
program after the market close on March 29, 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.
9.01. Financial Statements and Exhibits.
to the requirements of the Securities Exchange Act of 1934, the Registrant
duly caused this report to be signed on its behalf by the undersigned, hereunto
TREE STORES, INC.
April 2, 2007
Kent A. Kleeberger