-----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, RGJLX+Zf5Y/RMjOIYp95332CxIcJlp8oNmeXA0/9voeebe6/WXdgJ/+37JcLh16R qMVwjFJBsUC+3MZWVPILZw== 0000769993-09-001040.txt : 20091120 0000769993-09-001040.hdr.sgml : 20091120 20091120212240 ACCESSION NUMBER: 0000769993-09-001040 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20091118 FILED AS OF DATE: 20091120 DATE AS OF CHANGE: 20091120 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Capital Partners VI Parallel LP CENTRAL INDEX KEY: 0001386577 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11421 FILM NUMBER: 091200060 BUSINESS ADDRESS: STREET 1: 85 Broad St CITY: New York STATE: NY ZIP: 10004 MAIL ADDRESS: STREET 1: 85 Broad St CITY: New York STATE: NY ZIP: 10004 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS & CO CENTRAL INDEX KEY: 0000769993 STATE OF INCORPORATION: NY FISCAL YEAR END: 1127 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11421 FILM NUMBER: 091200063 BUSINESS ADDRESS: STREET 1: 85 BROAD ST STREET 2: C/O GOLDMAN SACHS & CO CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD STREET CITY: NEW YORK STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN SACHS GROUP INC CENTRAL INDEX KEY: 0000886982 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11421 FILM NUMBER: 091200064 BUSINESS ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 BROAD ST CITY: NEW YORK STATE: NY ZIP: 10004 FORMER NAME: FORMER CONFORMED NAME: GOLDMAN SACHS GROUP INC/ DATE OF NAME CHANGE: 20010104 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GOLDMAN, SACHS MANAGEMENT GP GMBH CENTRAL INDEX KEY: 0001232073 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11421 FILM NUMBER: 091200055 BUSINESS ADDRESS: STREET 1: MESSETURM 60308 STREET 2: FRANKFURT AM MAIN CITY: GERMANY STATE: 2M ZIP: 00000 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: MESSETURM 60308 STREET 2: FRANKFURT AM MAIN CITY: GERMANY STATE: 2M ZIP: 00000 FORMER NAME: FORMER CONFORMED NAME: GOLDMAN SACHS MANAGEMENT GP GMBH DATE OF NAME CHANGE: 20030509 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Capital Partners VI GmbH & Co KG CENTRAL INDEX KEY: 0001386557 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11421 FILM NUMBER: 091200059 BUSINESS ADDRESS: STREET 1: 85 Broad Street CITY: New York STATE: NY ZIP: 10004 BUSINESS PHONE: 2129021000 MAIL ADDRESS: STREET 1: 85 Broad Street CITY: New York STATE: NY ZIP: 10004 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP VI Offshore Advisors, L.L.C. CENTRAL INDEX KEY: 0001394278 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11421 FILM NUMBER: 091200057 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Capital Partners VI Offshore Fund, L.P. CENTRAL INDEX KEY: 0001394285 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11421 FILM NUMBER: 091200061 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GSCP VI Advisors, L.L.C. CENTRAL INDEX KEY: 0001394286 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11421 FILM NUMBER: 091200058 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Capital Partners VI Fund, L.P. CENTRAL INDEX KEY: 0001394287 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11421 FILM NUMBER: 091200062 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GS Advisors VI, L.L.C. CENTRAL INDEX KEY: 0001394288 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11421 FILM NUMBER: 091200056 BUSINESS ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 BUSINESS PHONE: 212-902-1000 MAIL ADDRESS: STREET 1: 1209 ORANGE STREET CITY: WILMINGTON STATE: DE ZIP: 19801 4 1 dg420091118gsg_ex.xml X0303 4 2009-11-18 0 0000029534 DOLLAR GENERAL CORP DG 0000886982 GOLDMAN SACHS GROUP INC 85 BROAD ST NEW YORK NY 10004 0 0 1 0 0000769993 GOLDMAN SACHS & CO 85 BROAD STREET NEW YORK NY 10004 0 0 1 0 0001394287 GS Capital Partners VI Fund, L.P. 85 BROAD STREET NEW YORK NY 10004 0 0 1 0 0001394285 GS Capital Partners VI Offshore Fund, L.P. 85 BROAD STREET NEW YORK NY 10004 0 0 1 0 0001386577 GS Capital Partners VI Parallel LP 85 BROAD ST NEW YORK NY 10004 0 0 1 0 0001386557 GS Capital Partners VI GmbH & Co KG 85 BROAD STREET NEW YORK NY 10004 0 0 1 0 0001394286 GSCP VI Advisors, L.L.C. 85 BROAD STREET NEW YORK NY 10004 0 0 1 0 0001394278 GSCP VI Offshore Advisors, L.L.C. 85 BROAD STREET NEW YORK NY 10004 0 0 1 0 0001394288 GS Advisors VI, L.L.C. 85 BROAD STREET NEW YORK NY 10004 0 0 1 0 0001232073 GOLDMAN, SACHS MANAGEMENT GP GMBH MESSETURM 60308 FRANKFURT AM MAIN GERMANY 2M 00000 GERMANY 0 0 1 0 Common Stock 2009-11-18 4 S 0 3581133 21.00 D 64990262 I See footnotes Common Stock 2009-11-18 4 A 0 1525 0 A 64991787 I See footnotes Director Stock Option (right to buy) 22.55 2009-11-18 4 A 0 5549 0 A 2010-11-18 Common Stock 5549 5549 I See footnotes This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GS Capital Partners VI Fund, L.P. ("GS Capital"), GS Capital Partners VI Offshore Fund, L.P. ("GS Offshore"), GS Capital Partners VI Parallel, L.P. ("GS Parallel"), GS Capital Partners VI GmbH & Co. KG ("GS Germany"), Goldman Sachs DGC Investors, L.P. ("GS DGC"), Goldman Sachs DGC Investors Offshore Holdings, L.P. ("GS DGC Offshore" and, together with GS Capital, GS Offshore, GS Parallel, GS Germany, and GS DGC, the "GS Funds") and GSUIG, L.L.C. ("GSUIG", and together with the GS Funds, the "Investing Entities"), GSCP VI Advisors, L.L.C. ("GSCP Advisors"), GSCP VI Offshore Advisors, L.L.C. ("GSCP Offshore Advisors"), GS Advisors VI, L.L.C. ("GS Advisors") (continued in footnote 2), Goldman, Sachs Management GP GmbH ("GS GmbH"), GS DGC Advisors, L.L.C. ("GS DGC Advisors") and GS DGC Offshore Advisors, Inc. ("GS DGC Offshore Advisors", and together with GSCP Advisors, GSCP Offshore Advisors, GS Advisors, GS GmbH, GS DGC Advisors, the Investing Entities, Goldman Sachs and GS Group, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in duplicate. Pursuant to an underwriting agreement, dated November 12, 2009 (the "Underwriting Agreement"), and in connection with the initial public offering of common stock, par value $0.875 per share (the "Common Stock") of Dollar General Corporation (the "Company") by the Company and its selling shareholders pursuant to the final prospectus filed by the Company on November 13, 2009, which offering was consummated on November 18, 2009 (the "Initial Public Offering"), Buck Holdings, L.P., as a selling shareholder, sold 2,471,991 shares of Common Stock. Buck Holdings, L.P. is a limited partnership whose general partner is Buck Holdings. LLC. The membership interests of Buck Holdings, LLC are held by a private investor group, which includes the Investing Entities. Pursuant to the Underwriting Agreement and in connection with the Initial Public Offering, the underwriters elected to exercise an option (the "Over-Allotment Option") to purchase additional shares of Common Stock from the selling shareholders. Goldman Sachs is one of several underwriters under the Underwriting Agreement. On November 18, 2009, the Over-Allotment Option was consummated and in connection with such sale to the underwriters, Buck Holdings, L.P. sold 1,109,142 shares of Common Stock. Pursuant to the Amended and Restated 2007 Stock Incentive Plan for Key Employees of Dollar General Corporation and Its Affiliates (the "Plan"), 1,525 shares of Common Stock were granted to Adrian M. Jones, a managing director of Goldman Sachs, in his capacity as a director of the Company. These shares vest in three equal installments on each of the Company's first, second, and third annual shareholders' meetings immediately following the grant date, which was November 18, 2009. Mr. Jones has an understanding with GS Group pursuant to which he holds such shares for the benefit of GS Group. Consequently, GS Group may be deemed to indirectly beneficially own 1,525 shares of Common Stock. Each of Goldman Sachs and GS Group disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Pursuant to the Plan, Mr. Jones was granted options to purchase 5,549 shares of Common Stock. The options vest in four annual installments of 25% beginning November 18, 2009. As of November 18, 2009, as a result of the Initial Public Offering and the exercise of the Over-Allotment Option, GS Group and Goldman Sachs may be deemed to beneficially own indirectly 64,990,262 shares of Common Stock by reason of the indirect beneficial ownership of such shares by the Investing Entities. The Investing Entities may be deemed to indirectly beneficially own 64,990,262 shares of Common Stock by reason of the direct beneficial ownership of such shares by Buck Holdings, L.P., a limited partnership whose general partner is Buck Holdings LLC. (continue in footnote 8) Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein. Goldman Sachs is a wholly-owned subsidiary of GS Group. Goldman Sachs is the investment manager of the GS Funds. Affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner or investment manager of the GS Funds. GSUIG is a wholly-owned subsidiary of GS Group. As of November 18, 2009, as a result of the Initial Public Offering and the exercise of the Over-Allotment Option: GS Capital, and its general partner GSCP Advisors, may be deemed to beneficially own indirectly 24,016,672 shares of Common Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS Offshore, and its general partner GSCP Offshore Advisors, may be deemed to beneficially own indirectly 19,976,223 shares of Common Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS Parallel, and its general partner GS Advisors, may be deemed to beneficially own indirectly 6,604,177 shares of Common Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; (continue in next footnote 10) GS Germany, and its general partner, GS GmbH, may be deemed to beneficially own indirectly 853,553 shares of Common Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS DGC, and its general partner, GS DGC Advisors, may be deemed to beneficially own indirectly 3,624,714 shares of Common Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; GS DGC Offshore, and its general partner, GS DGC Offshore Advisors, may be deemed to beneficially own indirectly 7,206,996 shares of Common Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P.; and GSUIG may be deemed to beneficially own indirectly 2,707,927 shares of Common Stock by reason of the direct beneficial ownership of Common Stock by Buck Holdings, L.P. /s/ Rachel E. Parrish, Attorney-in-fact 2009-11-20 /s/ Rachel E. Parrish, Attorney-in-fact 2009-11-20 /s/ Rachel E. Parrish, Attorney-in-fact 2009-11-20 /s/ Rachel E. Parrish, Attorney-in-fact 2009-11-20 /s/ Rachel E. Parrish, Attorney-in-fact 2009-11-20 /s/ Rachel E. Parrish, Attorney-in-fact 2009-11-20 /s/ Rachel E. Parrish, Attorney-in-fact 2009-11-20 /s/ Rachel E. Parrish, Attorney-in-fact 2009-11-20 /s/ Rachel E. Parrish, Attorney-in-fact 2009-11-20 /s/ Rachel E. Parrish, Attorney-in-fact 2009-11-20 -----END PRIVACY-ENHANCED MESSAGE-----