UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
þ Rule 13d-1(b)
o Rule 13d-1(c)
o Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in 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).
CUSIP No. |
307000109 |
1 | NAMES OF REPORTING PERSONS Pershing Square Capital Management, L.P. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | NONE | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 10,871,7931 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | NONE | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
10,871,793 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
10,871,793 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
8.9%2 | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IA |
Page 2 of 9
CUSIP No. |
307000109 |
1 | NAMES OF REPORTING PERSONS PS Management GP, LLC |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | NONE | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 10,871,7933 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | NONE | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
10,871,793 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
10,871,793 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
8.9%4 | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
OO |
Page 3 of 9
CUSIP No. |
307000109 |
1 | NAMES OF REPORTING PERSONS Pershing Square GP, LLC |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
Delaware | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | NONE | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 4,551,5365 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | NONE | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
4,551,536 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
4,551,536 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
3.7%6 | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IA |
Page 4 of 9
CUSIP No. |
307000109 |
1 | NAMES OF REPORTING PERSONS William A. Ackman |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||
(a) o | |||||
(b) þ | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
United States | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | NONE | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 10,871,7937 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | NONE | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
10,871,793 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
10,871,793 | |||||
10 | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) | ||||
8.9%8 | |||||
12 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||
IN |
Page 5 of 9
CUSIP No. |
307000109 |
(a) | Name of Issuer | ||
The name of the issuer is Family Dollar Stores, Inc. (the Issuer). | |||
(b) | Address of Issuers Principal Executive Offices | ||
P.O. Box 1017, 10401 Old Monroe Road, Charlotte NC 28201-1017. |
(a) | Name of Person Filing | ||
This statement is filed by: | |||
(i) | Pershing Square Capital Management, L.P., a Delaware limited partnership (the Investment Manager), which serves as investment advisor to Pershing Square, L.P. (Pershing Square), a Delaware limited partnership, Pershing Square II, L.P. (Pershing Square II), a Delaware limited partnership, and Pershing Square International, Ltd., a Cayman Islands exempted company (including its wholly owned subsidiary PSRH, Inc. (PSRH)) (collectively, the Pershing Square Funds), with respect to the Common Shares (as defined in Item 2(d) below) held for the accounts of the Pershing Square Funds; | ||
(ii) | PS Management GP, LLC, a Delaware limited liability company (PS Management), which serves as the general partner of the Investment Manager, with respect to the shares of Common Shares held for the accounts of the Pershing Square Funds; | ||
(iii) | Pershing Square GP, LLC (the General Partner), a Delaware limited liability company, which serves as the general partner of each of Pershing Square and Pershing Square II; and | ||
(iv) | William A. Ackman, an individual (Mr. Ackman), who serves as the managing member of each of PS Management and the General Partner. |
(b) | Address of Principal Business Office or, if none, Residence | ||
The address of the business office of each of the Reporting Persons is 888 Seventh Avenue, 42nd Floor, New York, New York 10019. | |||
(c) | Citizenship | ||
The Investment Manager is a limited partnership organized under the laws of the State of Delaware. PS Management is a limited liability company organized under the laws of the State of Delaware. The General Partner is a limited liability company organized under the laws of the State of Delaware. Mr. Ackman is a United States citizen. | |||
(d) | Title of Class of Securities | ||
Common Stock, $0.01 par value per share (the Common Stock). | |||
(e) | CUSIP Number | ||
307000109 |
Page 6 of 9
CUSIP No. |
307000109 |
Item 3. | If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
(a) | o | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
(b) | o | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
(c) | o | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
(d) | o | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
(e) | þ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E), (1);9 | |
(f) | o | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
(g) | þ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G), 2;10 | |
(h) | o | A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
(i) | o | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
(j) | o | A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J). | |
(k) | o | Group, in accordance with §240.13d-1(b)(1)(ii)(K). |
(a) | Amount beneficially owned: | ||
As of June 9, 2011, may be deemed to have beneficially owned: 10,871,793 shares of Common Stock. The Investment Manager may have an obligation to acquire 222,700 shares of Common Stock pursuant to put option arrangements. The Investment Manager may not be deemed to have voting and dispositive power over such 222,700 shares of Common Stock. | |||
(b) | Percent of class: | ||
8.9%. The percentages used herein and in the balance of Item 4 are rounded to the nearest tenth and based on 122,301,066 shares of Common Stock of Issuer outstanding as of March 25, 2011, as reported in the Issuers Quarterly Report on Form 10-Q filed on April 6, 2011. |
9 | With respect to the Investment Manager and the General Partner. | |
10 | With respect to PS Management and Mr. Ackman. |
Page 7 of 9
CUSIP No. |
307000109 |
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote: None | ||
(ii) | Shared power to vote or to direct the vote: 10,871,793 | ||
(iii) | Sole power to dispose or to direct the disposition of: None | ||
(iv) | Shared power to dispose or to direct the disposition of: 10,871,793 |
(a) | Amount beneficially owned: | ||
As of June 9, 2011, may be deemed to have beneficially owned: 10,871,793 shares of Common Stock. PS Management may have an obligation to acquire 222,700 shares of Common Stock pursuant to put option arrangements. PS Management may not be deemed to have voting and dispositive power over such 222,700 shares of Common Stock. | |||
(b) | Percent of class: | ||
8.9%. | |||
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote: None | ||
(ii) | Shared power to vote or to direct the vote: 10,871,793 | ||
(iii) | Sole power to dispose or to direct the disposition of: None | ||
(iv) | Shared power to dispose or to direct the disposition of: 10,871,793 |
(a) | Amount beneficially owned: | ||
As of June 9, 2011, may be deemed to have beneficially owned: 4,551,536 shares of Common Stock. The General Partner may have an obligation to acquire 92,400 shares of Common Stock pursuant to put option arrangements. The General Partner may not be deemed to have voting and dispositive power over such 92,400 shares of Common Stock. | |||
(b) | Percent of class: | ||
3.7%. | |||
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote: None | ||
(ii) | Shared power to vote or to direct the vote: 4,551,536 | ||
(iii) | Sole power to dispose or to direct the disposition of: None | ||
(iv) | Shared power to dispose or to direct the disposition of: 4,551,536 |
(a) | Amount beneficially owned: | ||
As of June 9, 2011, may be deemed to have beneficially owned: 10,871,793 shares of Common Stock. Mr. Ackman may have an obligation to acquire 222,700 shares of Common Stock pursuant to put option arrangements. Mr. Ackman may not be deemed to have voting and dispositive power over such 222,700 shares of Common Stock. | |||
(b) | Percent of class: | ||
8.9%. |
Page 8 of 9
CUSIP No. |
307000109 |
(c) | Number of shares as to which the person has: |
(i) | Sole power to vote or to direct the vote: None | ||
(ii) | Shared power to vote or to direct the vote: 10,871,793 | ||
(iii) | Sole power to dispose or to direct the disposition of: None | ||
(iv) | Shared power to dispose or to direct the disposition of: 10,871,793 |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. |
Page 9 of 9
Date: June 9, 2011 | PERSHING SQUARE CAPITAL MANAGEMENT, L.P. By: PS Management GP, LLC, its General Partner |
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By: | /s/ William A. Ackman | |||
William A. Ackman | ||||
Managing Member | ||||
PS MANAGEMENT GP, LLC |
||||
By: | /s/ William A. Ackman | |||
William A. Ackman | ||||
Managing Member | ||||
PERSHING SQUARE GP, LLC |
||||
By: | /s/ William A. Ackman | |||
William A. Ackman | ||||
Managing Member | ||||
/s/ William A. Ackman | ||||
WILLIAM A. ACKMAN |
Date: June 9, 2011 | PERSHING SQUARE CAPITAL MANAGEMENT, L.P. By: PS Management GP, LLC, its General Partner |
|||
By: | /s/ William A. Ackman | |||
William A. Ackman | ||||
Managing Member | ||||
PS MANAGEMENT GP, LLC |
||||
By: | /s/ William A. Ackman | |||
William A. Ackman | ||||
Managing Member | ||||
PERSHING SQUARE GP, LLC |
||||
By: | /s/ William A. Ackman | |||
William A. Ackman | ||||
Managing Member | ||||
/s/ William A. Ackman | ||||
WILLIAM A. ACKMAN |