POS AM 1 posam-46489_82002.txt As filed with Securities and Exchange Commission on August 20, 2002 Registration No. 333-80655 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------------------------------------------------------------- POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 DOLLAR GENERAL CORPORATION -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Tennessee 61-0502302 (State or other jurisdiction of (I.R.S. employer identification incorporation or organization) number) Dollar General Corporation 100 Mission Ridge Goodlettsville, Tennessee 37072 (615) 855-4000 -------------------------------------------------------------------------------- (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) ______________________________ Please address a copy of all communications to: Susan S. Lanigan, Vice President, General Counsel and Corporate Secretary Dollar General Corporation 100 Mission Ridge Goodlettsville, Tennessee 37072 (615) 855-4000 (Name, address, including zip code, and telephone number, including area code, of agent for service) ______________________________ Copies to: Gregory V. Gooding Debevoise & Plimpton 919 Third Avenue New York, New York 10022 (212) 909-6000 Approximate date of commencement of the proposed sale to the public: From time to time after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. |_| If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. |_| If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. |_| If delivery of the Prospectus is expected to be made pursuant to Rule 434, check the following box. |_| This Post-Effective Amendment shall become effective in accordance with Section 8(c) of the Securities Act of 1933, on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(c), may determine. DEREGISTRATION OF SECURITIES On June 14, 1999 Dollar General Corporation ("Dollar General") filed a registration statement on Form S-3 No. 333-80655 (the "Registration Statement") which registered 3,750,000 shares of Dollar General common stock, par value $.50 per share (the "Common Stock"), for sale by Dollar General pursuant to the Dollar General Direct Stock Purchase Plan, effective June 14, 1999 (the "Plan"). The Plan promotes long-term ownership in Dollar General by (i) offering shareholders and non-shareholders a cost-effective method of purchasing shares of Dollar General directly from Dollar General; (ii) enabling shareholders to increase their holdings in Dollar General by reinvesting their cash dividends; and (iii) enabling current participants of the Plan to purchase additional shares of Dollar General by reinvesting their cash investments. 404,269 shares of Common Stock have been sold pursuant to the Registration Statement. Dollar General hereby amends the Registration Statement to deregister the 3,345,731 shares of Common Stock that remain unsold pursuant to the Registration Statement as of the date hereof. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, Dollar General Corporation (i) certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this post-effective amendment No. 1 on Form S-3 and (ii) has duly caused this post-effective amendment No. 1 to the registration statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on August 12, 2002. DOLLAR GENERAL CORPORATION By: /s/ Cal Turner ------------------------------- Name: Cal Turner Title: Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment No. 1 to the registration statement on Form S-3 has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date --------- ----- ---- Chairman of the Board and Chief /s/ Cal Turner Executive Officer (Principal ----------------------------- Executive Officer) August 12, 2002 Cal Turner /s/ Donald S. Shaffer President and Chief Operating ----------------------------- Officer August 12, 2002 Donald S. Shaffer /s/ James J. Hagan Executive Vice President and Chief ----------------------------- Financial Officer James J. Hagan (Principal Financial Officer) August 12, 2002 /s/ Robert A. Lewis Vice President and Controller August 12, 2002 ----------------------------- Robert A. Lewis /s/ David L. Bere ----------------------------- David L. Bere Director August 12, 2002 /s/ Dennis C. Bottorff ----------------------------- Dennis C. Bottorff Director August 12, 2002 /s/ Barbara L. Bowles ----------------------------- Barbara L. Bowles Director August 12, 2002 /s/ James L. Clayton ----------------------------- James L. Clayton Director August 12, 2002 /s/ Reginald D. Dickson ----------------------------- Reginald D. Dickson Director August 12, 2002 /s/ E. Gordon Gee ----------------------------- E. Gordon Gee Director August 12, 2002 /s/ John B. Holland ----------------------------- John B. Holland Director August 12, 2002 /s/ Barbara M. Knuckles ----------------------------- Barbara M. Knuckles Director August 12, 2002 /s/ James D. Robbins ----------------------------- James D. Robbins Director August 12, 2002 /s/ David M. Wilds ----------------------------- David M. Wilds Director August 12, 2002 /s/ William S. Wire II ----------------------------- William S. Wire II Director August 12, 2002