-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GmWDl4zDSDVQtSRisH0Rmv3C3aMd2Q3YckWQeLRGjes6zGqvTr2tCQq67zJ9t7ah fxhsqLBwGpWF/73hp7EzSQ== 0000029534-09-000027.txt : 20090403 0000029534-09-000027.hdr.sgml : 20090403 20090403160827 ACCESSION NUMBER: 0000029534-09-000027 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090403 DATE AS OF CHANGE: 20090403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Retail Risk Solutions, LLC CENTRAL INDEX KEY: 0001422364 IRS NUMBER: 261644044 STATE OF INCORPORATION: TN FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150096-01 FILM NUMBER: 09732214 BUSINESS ADDRESS: STREET 1: 100 MISSION RIDGE CITY: GOODLETTSVILLE STATE: TN ZIP: 37072 BUSINESS PHONE: 615-855-4000 MAIL ADDRESS: STREET 1: 100 MISSION RIDGE CITY: GOODLETTSVILLE STATE: TN ZIP: 37072 FILER: 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 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150096 FILM NUMBER: 09732201 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOLGENCORP, LLC CENTRAL INDEX KEY: 0001120052 IRS NUMBER: 610852764 STATE OF INCORPORATION: KY FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150096-16 FILM NUMBER: 09732202 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: DOLGENCORP INC DATE OF NAME CHANGE: 20000724 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOLGENCORP OF TEXAS INC CENTRAL INDEX KEY: 0001120056 IRS NUMBER: 611193136 STATE OF INCORPORATION: KY FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150096-15 FILM NUMBER: 09732203 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DG LOGISTICS LLC CENTRAL INDEX KEY: 0001120059 IRS NUMBER: 621805098 STATE OF INCORPORATION: TN FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150096-14 FILM NUMBER: 09732204 BUSINESS ADDRESS: STREET 1: 427 BEECH ST CITY: SCOTTSVILLE STATE: KY ZIP: 42164 BUSINESS PHONE: 6158555185 MAIL ADDRESS: STREET 1: 427 BEECH ST CITY: SCOTTSVILLE STATE: KY ZIP: 42164 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DOLLAR GENERAL PARTNERS CENTRAL INDEX KEY: 0001120065 IRS NUMBER: 030355330 STATE OF INCORPORATION: TN FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150096-13 FILM NUMBER: 09732205 BUSINESS ADDRESS: STREET 1: 427 BEECH ST CITY: SCOTTSBILLE STATE: KY ZIP: 42164 BUSINESS PHONE: 6158855185 MAIL ADDRESS: STREET 1: 427 BEECH ST CITY: SCOTTSBILLE STATE: KY ZIP: 42164 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Dolgencorp of New York, Inc. CENTRAL INDEX KEY: 0001420121 IRS NUMBER: 621829863 STATE OF INCORPORATION: KY FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150096-12 FILM NUMBER: 09732206 BUSINESS ADDRESS: STREET 1: 100 MISSION RIDGE CITY: GOODLETTSVILE STATE: TN ZIP: 37072 BUSINESS PHONE: 615-855-4000 MAIL ADDRESS: STREET 1: 100 MISSION RIDGE CITY: GOODLETTSVILE STATE: TN ZIP: 37072 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DG Transportation, Inc. CENTRAL INDEX KEY: 0001420143 IRS NUMBER: 371517488 STATE OF INCORPORATION: TN FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150096-08 FILM NUMBER: 09732207 BUSINESS ADDRESS: STREET 1: 100 MISSION RIDGE CITY: GOODLETTSVILLE STATE: TN ZIP: 37072 BUSINESS PHONE: 615-855-4000 MAIL ADDRESS: STREET 1: 100 MISSION RIDGE CITY: GOODLETTSVILLE STATE: TN ZIP: 37072 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DG Retail, LLC CENTRAL INDEX KEY: 0001420144 IRS NUMBER: 364577242 STATE OF INCORPORATION: TN FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150096-07 FILM NUMBER: 09732208 BUSINESS ADDRESS: STREET 1: 100 MISSION RIDGE CITY: GOODLETTSVILLE STATE: TN ZIP: 37072 BUSINESS PHONE: 615-855-4000 MAIL ADDRESS: STREET 1: 100 MISSION RIDGE CITY: GOODLETTSVILLE STATE: TN ZIP: 37072 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DG Promotions, Inc. CENTRAL INDEX KEY: 0001420145 IRS NUMBER: 621792083 STATE OF INCORPORATION: TN FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150096-06 FILM NUMBER: 09732209 BUSINESS ADDRESS: STREET 1: 100 MISSION RIDGE CITY: GOODLETTSVILLE STATE: TN ZIP: 37072 BUSINESS PHONE: 615-855-4000 MAIL ADDRESS: STREET 1: 100 MISSION RIDGE CITY: GOODLETTSVILLE STATE: TN ZIP: 37072 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DC Financial, LLC CENTRAL INDEX KEY: 0001420147 IRS NUMBER: 000000000 STATE OF INCORPORATION: TN FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150096-05 FILM NUMBER: 09732210 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: South Boston FF&E, LLC CENTRAL INDEX KEY: 0001420160 IRS NUMBER: 260411224 STATE OF INCORPORATION: DE FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150096-04 FILM NUMBER: 09732211 BUSINESS ADDRESS: STREET 1: 100 MISSION RIDGE CITY: GOODLETTSVILLE STATE: TN ZIP: 37072 BUSINESS PHONE: 615-855-4000 MAIL ADDRESS: STREET 1: 100 MISSION RIDGE CITY: GOODLETTSVILLE STATE: TN ZIP: 37072 FILER: COMPANY DATA: COMPANY CONFORMED NAME: South Boston Holdings, Inc. CENTRAL INDEX KEY: 0001420162 IRS NUMBER: 205220571 STATE OF INCORPORATION: DE FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150096-03 FILM NUMBER: 09732212 BUSINESS ADDRESS: STREET 1: 100 MISSION RIDGE CITY: GOODLETTSVILLE STATE: TN ZIP: 37072 BUSINESS PHONE: 615-855-4000 MAIL ADDRESS: STREET 1: 100 MISSION RIDGE CITY: GOODLETTSVILLE STATE: TN ZIP: 37072 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Sun Dollar, L.P. CENTRAL INDEX KEY: 0001420166 IRS NUMBER: 954629930 STATE OF INCORPORATION: CA FISCAL YEAR END: 0202 FILING VALUES: FORM TYPE: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-150096-02 FILM NUMBER: 09732213 BUSINESS ADDRESS: STREET 1: 100 MISSION RIDGE CITY: GOODLETTSVILLE STATE: TN ZIP: 37072 BUSINESS PHONE: 615-855-4000 MAIL ADDRESS: STREET 1: 100 MISSION RIDGE CITY: GOODLETTSVILLE STATE: TN ZIP: 37072 424B3 1 prospectussupplementno110403.htm PROSPECTUS NO. 11 Prospectus No. 11

Filed Pursuant to Rule 424(b)(3)

Registration Nos. 333-150096, 333-150096-01 to 333-150096-08 and

333-150096-12 to 333-155096-16




DOLLAR GENERAL CORPORATION


SUPPLEMENT NO. 11 TO

MARKET MAKING PROSPECTUS DATED

APRIL 16, 2008


THE DATE OF THIS SUPPLEMENT IS APRIL 3, 2009


On April 3, 2009, Dollar General Corporation filed the attached Current Report on Form 8-K.



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):  March 30, 2009



Dollar General Corporation

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

Tennessee

001-11421

61-0502302

(State or other jurisdiction
of incorporation)

(Commission File Number)

(I.R.S. Employer
Identification No.)

 

 

 

 

 

 

100 Mission Ridge

Goodlettsville, Tennessee

 

37072

(Address of principal executive offices)

 

(Zip Code)

 

 

Registrant’s telephone number, including area code:  (615) 855-4000

 

 

 

 

 

 

 

(Former name or former address, if changed since last report)



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:


[  ] 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))



1


ITEM 5.02

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS


On March 30, 2009 (March 31, 2009 in the case of Mr. Tehle), Dollar General Corporation (the “Company”) entered into new three-year employment agreements (the “Employment Agreements”) with each of the following named executive officers effective April 1, 2009:  David M. Tehle, Executive Vice President and Chief Financial Officer; Kathleen R. Guion, Executive Vice President, Division President, Store Operations & Store Development; and Ms. Susan S. Lanigan, Executive Vice President and General Counsel.


Upon the end of the initial three-year term, the Employment Agreements will be automatically extended from month to month, for up to six months, unless the Company gives written notice within the time frame set forth in the Employment Agreements of the intent not to extend the term, or unless the Company replaces the Employment Agreements with a new agreement or, in writing, extends or renews the term for a period that is longer than six months from the expiration of the original three-year term.


The Employment Agreements provide for minimum annual base salaries of $629,167, $608,388 and $456,717 for Mr. Tehle, Ms. Guion and Ms. Lanigan, respectively, and provide that incentive compensation for such officers shall be determined and paid under the Company’s annual bonus program for officers at the relevant officer’s applicable grade level, as it may be amended from time to time, based on criteria established by the Board, its Compensation Committee and/or the CEO, as applicable, in accordance with the terms and conditions of the annual bonus program for officers. The Employment Agreements also provide that such officers shall be entitled to receive such other executive perquisites, fringe and other benefits as are provided to officers at the same grade level under any of the Company’s plans and/or programs in effect from time to time, that such officers (and, where applicable, such officers’ eligible dependents) shall be eligible to participate in those various Company welfare benefit plans, practices and policies in place during the term of the Employment Agreements (including, without limitation, medical, pharmacy, dental, vision, disability, employee life, accidental death and travel accident insurance plans and other programs, if any) to the extent allowed under and in accordance with the terms of those plans, and that such officers shall be eligible to participate (with limited exceptions), pursuant to their terms, in any other benefit plans the Company offers to similarly-situated officers or other employees from time to time during the term of the Employment Agreements.


The Employment Agreements specify the payments and benefits to be provided if such officers’ employment is terminated voluntarily or involuntarily under various scenarios described in the Employment Agreements, including death, disability, termination with or without cause, and termination with or without good reason. The Employment Agreements also provide for various customary business protection provisions, including non-competition, non-solicitation, non-interference, non-disparagement, and confidentiality and non-disclosure provisions.


The foregoing description of the terms of the Employment Agreements is not a complete summary of such terms, and reference is made to the complete text of the Employment Agreements which are attached hereto as Exhibits 99.1, 99.2 and 99.3 and incorporated by reference herein.


ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS


(a)

Financial statements of businesses acquired.  N/A

(b)

Pro forma financial information.  N/A

(c)

Shell company transactions.  N/A

(d)

Exhibits.  See Exhibit Index immediately following the signature page hereto.



2



SIGNATURE


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.



Date:  April 3, 2009

DOLLAR GENERAL CORPORATION

 

 

 

 

 

 

 

 

 

 

By:

/s/ Susan S. Lanigan

 

 

Susan S. Lanigan

 

 

Executive Vice President and General Counsel


   



3





EXHIBIT INDEX



Exhibit No.

Description

 

 

99.1

Employment Agreement effective April 1, 2009, by and between Dollar General Corporation and David M. Tehle

99.2

Employment Agreement effective April 1, 2009, by and between Dollar General Corporation and Kathleen R. Guion

99.3

Employment Agreement effective April 1, 2009, by and between Dollar General Corporation and Susan S. Lanigan

  



4





 -----END PRIVACY-ENHANCED MESSAGE-----