Form 8-K FAMILY DOLLAR STORES For: Jun 19

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June 24, 2015 4:32 PM EDT

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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): June 19, 2015

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):

x	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 1.01.

Entry into a Material Definitive Agreement.

On June 19, 2015, Family Dollar Stores, Inc. (“Family Dollar”) entered into the Second Amendment (the “Amendment”) to the Note Purchase Agreement dated as of September 27, 2005 (as amended on November 17, 2010), between Family Dollar Stores, Inc. and the various noteholders named therein, relating to $169,000,000 5.41% Series 2005-A Senior Notes, Tranche A, due September 27, 2015 and $81,000,000 5.24% Series 2005-A Senior Notes, Tranche B, due September 27, 2015 (collectively, the “Notes”), with the noteholders party thereto. The Amendment was entered into in connection with the pending acquisition (the “Acquisition”) of Family Dollar by Dollar Tree, Inc. The Amendment, among other things, amends the notice periods for optional prepayment of the Notes in connection with the Acquisition.

The foregoing summary description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1 and incorporated into this Item 1.01 by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

10.1		Second Amendment dated as of June 19, 2015, to the Note Purchase Agreement dated as of September 27, 2005 (as amended on November 17, 2010), between Family Dollar Stores, Inc. and the various noteholders named therein, relating to $169,000,000 5.41% Series 2005-A Senior Notes, Tranche A, due September 27, 2015 and $81,000,000 5.24% Series 2005-A Senior Notes, Tranche B, due September 27, 2015

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 pending 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, and on January 22, 2015, the Family Dollar stockholders adopted the Dollar Tree Merger Agreement. 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 PENDING MERGER. Investors and security holders are able to obtain free copies of the registration statement and the definitive proxy statement/prospectus 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.

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 financing of the pending transaction, the benefits, results, effects, timing and certainty of the pending transaction, future financial and operating results, expectations concerning the antitrust review process for the pending transaction and the combined company’s plans, objectives, expectations (financial or otherwise) and intentions.

Risks and uncertainties related to the pending merger include, among others: the risk that regulatory approvals required for the 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 the merger are not satisfied; the risk that the financing required to fund the merger is not obtained; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the merger; uncertainties as to the timing of the merger; competitive responses to the merger; response by activist stockholders to the merger; costs and difficulties related to the integration of Family Dollar’s business and operations with Dollar Tree’s business and operations; the inability to obtain, or delays in obtaining, the cost savings and synergies contemplated by the merger; uncertainty of the expected financial performance of the combined company following completion of the merger; the calculations of, and factors that may impact the calculations of, the acquisition price in connection with the merger 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 the merger; litigation relating to the 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, Family Dollar’s Quarterly Report on Form 10-Q for the quarter ended February 28, 2015, 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.

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: June 24, 2015	By:	/s/ James C. Snyder, Jr.
		James C. Snyder, Jr.
		Senior Vice President, General Counsel and Secretary

Index of Exhibits


Exhibit No.		Description

10.1		Second Amendment dated as of June 19, 2015, to the Note Purchase Agreement dated as of September 27, 2005 (as amended on November 17, 2010), between Family Dollar Stores, Inc. and the various noteholders named therein, relating to $169,000,000 5.41% Series 2005-A Senior Notes, Tranche A, due September 27, 2015 and $81,000,000 5.24% Series 2005-A Senior Notes, Tranche B, due September 27, 2015

Exhibit 10.1

EXECUTION VERSION

FAMILY DOLLAR STORES, INC.

Second Amendment

Dated as of June 19, 2015

Note Purchase Agreement

Dated as of September 27, 2005 and as amended and restated on November 17, 2010

and to the

Notes described below

$169,000,000 5.41% Series 2005-A Senior Notes, Tranche A, due September 27, 2015

$81,000,000 5.24% Series 2005-A Senior Notes, Tranche B, due September 27, 2015

SECOND AMENDMENT TO NOTE PURCHASE AGREEMENT AND NOTES

This Second Amendment dated as of June 19, 2015 (this “Second Amendment”) to the Note Purchase Agreement dated as of September 27, 2005 and as amended and restated on November 17, 2010 and to the Notes (as such term is defined below) is between Family Dollar Stores, Inc., a Delaware corporation (“FDSI”) and each of the institutions which is a signatory to this Second Amendment (collectively, the “Noteholders”).

R E C I T A L S:

A. FDSI, Family Dollar, Inc., a North Carolina corporation (“FDI”) and each of the Noteholders have heretofore entered into the Note Purchase Agreement dated as of September 27, 2005 and as amended and restated pursuant to that certain First Amendment dated as of November 17, 2010 (the “First Amendment”) (as amended and restated by the First Amendment, the “Note Agreement”). FDSI and FDI have heretofore issued the $169,000,000 5.41% Series 2005-A Senior Notes, Tranche A, due September 27, 2015 and $81,000,000 5.24% Series 2005-A Senior Notes, Tranche B, due September 27, 2015 (the “Notes”) pursuant to the Note Agreement.

B. Pursuant to the First Amendment, (a) FDI has heretofore been released as a co-obligor under the Notes and the Note Agreement and (b) all Subsidiary Guarantors have heretofore been released under the Notes and the Note Agreement.

C. FDSI and the Noteholders now desire to amend the Note Agreement in the respects, but only in the respects, hereinafter set forth.

D. Capitalized terms used herein shall have the respective meanings ascribed thereto in the Note Agreement unless herein defined or the context shall otherwise require.

E. All requirements of law have been fully complied with and all other acts and things necessary to make this Second Amendment a valid, legal and binding instrument according to its terms for the purposes herein expressed have been done or performed.

NOW, THEREFORE, upon the full and complete satisfaction of the conditions precedent to the effectiveness of this Second Amendment set forth in Section 3.1 hereof, and in consideration of good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, FDSI and the Noteholders do hereby agree as follows:

SECTION 1. AMENDMENTS.

Section 1.1. Schedule B of the Note Agreement is hereby amended by adding the following definitions in alphabetical order:

“Acquisition” shall mean the direct or indirect acquisition of FDSI by Dollar Tree pursuant to the Merger Agreement.

“Dollar Tree” means Dollar Tree, Inc., a Virginia corporation.

“Merger Agreement” means that certain Agreement and Plan of Merger, dated as of July 27, 2014, by and among FDSI, Dollar Tree and Dime Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Dollar Tree, as may be amended, restated, amended and restated, supplemented or otherwise modified from time to time.

Section 1.2. Section 8.2 (Optional Prepayments with Make-Whole Amount) of the Note Agreement is hereby amended by adding the following new sentences at the end thereof:

“Notwithstanding the foregoing provisions of this Section 8.2, if FDSI will prepay the Notes on the date of consummation of the Acquisition, FDSI may give notice of prepayment pursuant to this Section 8.2 in connection with the Acquisition either (a) on the third Business Day preceding the date of the Acquisition or (b) on the date of consummation of the Acquisition, provided that, in the case of this clause (b), (i) in addition to the interest payment required to be paid pursuant to Section 8.4 on the date fixed for prepayment, FDSI shall also pay an amount equal to the amount of interest that would have accrued on the Notes to be prepaid from and including such prepayment date to, but not including, the third Business Day thereafter if such Notes were to be prepaid on such third Business Day, (ii) there shall be no requirement to give a certificate of a Senior Financial Officer as to the estimated Make-Whole Amount payable in connection with such prepayment and (iii) the certificate of a Senior Financial Officer as to the actual Make-Whole Amount payable on the prepayment date shall be given together with the notice of prepayment, provided that the Settlement Date shall be the prepayment date for purposes of determining the Remaining Scheduled Payments of such Notes to be prepaid. A certificate of a Senior Financial Officer as to the estimated Make-Whole Amount payable in connection with such prepayment pursuant to the foregoing clause (a) (calculated as if the date of such certificate were the date of the prepayment), setting forth the details of such computation, shall be provided not less than three Business Days and not more than 30 days prior to the date of consummation of the Acquisition. If the Notes are prepaid in accordance with this paragraph, Section 8.7(b) (Condition to FDSI Action) and 8.7(c) (Offer to Prepay Notes) shall be deemed to have been satisfied with respect to the Acquisition.”

Section 1.3. The definition of “Remaining Scheduled Payments” in Section 8.6 (Make-Whole Amount for Series A Notes) of the Note Agreement is hereby amended by adding the following new sentences at the end of such definition:

“Notwithstanding the provisions of Section 1.2, for purposes of determining the Remaining Scheduled Payments of any Note, interest accruing after the Settlement Date will be deemed to accrue at the stated interest rate per annum set forth in such Note and shall not give effect to any increased interest rate in effect pursuant to Section 1.2 as a result of a Rating.

SECTION 2. REPRESENTATIONS AND WARRANTIES OF FDSI.

Section 2.1. To induce the Noteholders to execute and deliver this Second Amendment, FDSI represents and warrants to the Noteholders that:

(a) this Second Amendment has been duly authorized, executed and delivered by FDSI;

(b) this Second Amendment and the Note Agreement, as amended by this Second Amendment, constitute the legal, valid and binding obligations, contracts and agreements of FDSI enforceable against it in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws or equitable principles relating to or limiting creditors’ rights generally;

(c) the execution, delivery and performance by FDSI of this Second Amendment (i) do not require the consent or approval of any Governmental Authority and (ii) will not violate (A) the provisions of any law, statute, rule or regulation or its certificate of incorporation or bylaws, (B) any order of any court or any rule, regulation or order of any other Governmental Authority binding upon it, or (C) any provision of any indenture, agreement or other instrument to which it is a party or by which its properties or assets are or may be bound; and

(d) as of the date hereof, immediately before and after giving effect to this Second Amendment, no Default or Event of Default has occurred which is continuing.

SECTION 3. CONDITIONS TO EFFECTIVENESS OF THIS SECOND AMENDMENT.

Section 3.1. This Second Amendment shall not become effective until, and shall automatically become effective when, each of the following conditions has been satisfied:

(a) this Second Amendment shall have been duly executed by FDSI and each of the Noteholders;

(b) as of the date hereof and after giving effect to this Second Amendment, no Default or Event of Default has occurred which is continuing.

SECTION 4. MISCELLANEOUS.

Section 4.1. This Second Amendment shall be construed in connection with and as part of each of the Notes and the Note Agreement, and except as modified and expressly amended by this Second Amendment, all terms, conditions and covenants contained in the Note Agreement and the Notes are hereby ratified and shall be and remain in full force and effect. Notwithstanding anything herein or in Section 17.2 of the Note Agreement to the contrary, FDSI is not advising any Noteholder as to any legal, tax, investment, accounting or regulatory matters. Each Noteholder has consulted with its own advisors concerning such matters and shall be responsible for making its own independent investigation and appraisal of the amendment contemplated hereby.

Section 4.2. Any and all notices, requests, certificates and other instruments executed and delivered after the execution and delivery of this Second Amendment may refer to the Note Agreement without making specific reference to this Second Amendment but nevertheless all such references shall include this Second Amendment unless the context otherwise requires.

Section 4.3. The descriptive headings of the various Sections or parts of this Second Amendment are for convenience only and shall not affect the meaning or construction of any of the provisions hereof.

Section 4.4. This Second Amendment shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the law of the State of New York excluding choice of law principles of the law of such State that would permit the application of the laws of a jurisdiction other than such State.

Section 4.5. This Second Amendment may be executed in any number of counterparts, each of which shall be an original but all of which together shall constitute one instrument.

Section 4.6. Without limiting the generality of Section 15 of the Note Agreement, FDSI shall promptly pay, or cause to be paid, upon receipt of invoices therefor, all reasonable fees and expenses of the Noteholders relating to this Second Amendment, including but not limited to, the reasonable fees and disbursements of Morgan, Lewis, & Bockius LLP, special counsel to the Noteholders.

[Signature pages immediately follow.]

IN WITNESS WHEREOF the parties hereto have caused this Second Amendment to be duly executed on the date first above written.


COMPANY:	FAMILY DOLLAR STORES, INC.,
		a Delaware corporation

	By:	/s/ Mary A. Winston
	Name:	Mary A. Winston
	Title:	Executive Vice President – Chief Financial Officer