-----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, AKklaBSAGs/4JqCHGkkdqd5LvVc23WfNU0JUOGX5AbkX2BeINbaE63l8w+jyF4/5 JZ004FY9un0VZXy8NGfsBA== 0001104659-09-064678.txt : 20091112 0001104659-09-064678.hdr.sgml : 20091111 20091112202416 ACCESSION NUMBER: 0001104659-09-064678 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091112 FILED AS OF DATE: 20091112 DATE AS OF CHANGE: 20091112 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KRAVIS HENRY R CENTRAL INDEX KEY: 0001081714 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11421 FILM NUMBER: 091178822 MAIL ADDRESS: STREET 1: C/O KOHLBERG KRAVIS ROBERTS & CO STREET 2: 9 WEST 57TH ST CITY: NEW YORK STATE: NY ZIP: 10019 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: ROBERTS GEORGE R CENTRAL INDEX KEY: 0001081715 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11421 FILM NUMBER: 091178821 MAIL ADDRESS: STREET 1: 2800 SAND HILL ROAD CITY: MENLO PARK STATE: CA ZIP: 94025 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR & Co. L.P. CENTRAL INDEX KEY: 0001404912 STANDARD INDUSTRIAL CLASSIFICATION: INVESTMENT ADVICE [6282] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11421 FILM NUMBER: 091178824 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-750-8300 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET STREET 2: SUITE 4200 CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Management LLC CENTRAL INDEX KEY: 0001472694 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11421 FILM NUMBER: 091178823 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Group Ltd CENTRAL INDEX KEY: 0001472695 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11421 FILM NUMBER: 091178825 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Fund Holdings GP Ltd CENTRAL INDEX KEY: 0001472697 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11421 FILM NUMBER: 091178827 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: KKR Fund Holdings L.P. CENTRAL INDEX KEY: 0001472698 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-11421 FILM NUMBER: 091178826 BUSINESS ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-230-9742 MAIL ADDRESS: STREET 1: 9 WEST 57TH STREET 41ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 3 1 a3.xml 3 X0203 3 2009-11-12 0 0000029534 DOLLAR GENERAL CORP DG 0001472697 KKR Fund Holdings GP Ltd C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001472698 KKR Fund Holdings L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001472695 KKR Group Ltd C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001404912 KKR & Co. L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001472694 KKR Management LLC C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001081714 KRAVIS HENRY R C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 0001081715 ROBERTS GEORGE R C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK NY 10019 0 0 1 0 Common Stock, par value $0.875 per share 116265659 I Held through Buck Holdings, L.P. and KKR 2006 Fund L.P. Common Stock, par value $0.875 per share 24535553 I Held through Buck Holdings, L.P. and KKR PEI Investments, L.P. Common Stock, par value $0.875 per share 4035862 I Held through Buck Holdings, L.P. and 8 North America Investor L.P. Common Stock, par value $0.875 per share 17262869 I Held through Buck Holdings, L.P. and Buck Holdings Co-Invest, LP Common Stock, par value $0.875 per share 2699999 I Held through Buck Holdings, L.P. and KKR Partners III, L.P. Buck Holdings, L.P. holds 316,228,583 shares of common stock, par value $0.875 per share (the "Shares"), of Dollar General Corporation (the "Issuer"). Buck Holdings, LLC is the general partner of Buck Holdings, L.P. The membership interests of Buck Holdings, LLC are held by a private investor group, including affiliates of Kohlberg Kravis Roberts & Co. L.P., Goldman, Sachs & Co. and Citigroup Global Markets Inc., certain investment advisory clients of Wellington Management Company, LLP, CPP Investment Board (USRE II) Inc. and other equity co-investors. Buck Holdings, LLC and each holder of membership interests in Buck Holdings, LLC disclaims beneficial ownership of the Shares held by Buck Holdings, L.P. except to the extent of its pecuniary interest therein. KKR 2006 Fund L.P. may be deemed to indirectly beneficially own 116,265,659 Shares by virtue of the membership interests it holds in Buck Holdings, LLC. The sole general partner of the KKR 2006 Fund L.P. is KKR Associates 2006 L.P., and the sole general partner of KKR Associates 2006, L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P. KKR PEI Investments, L.P. may be deemed to indirectly beneficially own 24,535,553 Shares by virtue of the membership interests it holds in Buck Holdings, LLC. The sole general partner of KKR PEI Investments, L.P. is KKR PEI Associates, L.P., and the sole general partner of KKR PEI Associates, L.P. is KKR PEI GP Limited. The sole shareholder of KKR PEI GP Limited is KKR Fund Holdings L.P. 8 North America Investor L.P. may be deemed to indirectly beneficially own 4,035,862 Shares by virtue of the membership interests it holds in Buck Holdings, LLC. The sole general partner of 8 North America Investor L.P. is KKR Associates 8 NA L.P., and the sole general partner of KKR Associates 8 NA L.P. is KKR 8 NA Limited. The sole shareholder of KKR 8 NA Limited is KKR Fund Holdings L.P. Buck Holdings Co-Invest, LP may be deemed to indirectly beneficially own 17,262,869 Shares by virtue of the membership interests it holds in Buck Holdings, LLC. Buck Holdings Co-Invest GP, LLC is the sole general partner of Buck Holdings Co-Invest, LP, and the managing member of Buck Holdings Co-Invest GP, LLC is KKR Associates 2006 L.P. The sole general partner of KKR Associates 2006, L.P. is KKR 2006 GP LLC. The designated member of KKR 2006 GP LLC is KKR Fund Holdings L.P. The general partners of KKR Fund Holdings L.P. are KKR Fund Holdings GP Limited and KKR Group Holdings L.P. The sole shareholder of KKR Fund Holdings GP Limited is KKR Group Holdings L.P. The sole general partner of KKR Group Holdings L.P. is KKR Group Limited. The sole shareholder of KKR Group Limited is KKR & Co. L.P. The sole general partner of KKR & Co. L.P. is KKR Management LLC. The designated members of KKR Management LLC are Messrs. Kravis and Roberts. KKR Partners III, L.P. may be deemed to indirectly beneficially own 2,699,999 Shares by virtue of the membership interests it holds in Buck Holdings, LLC. The sole general partner of KKR Partners III, L.P.is KKR III GP LLC. The managers of KKR III GP LLC are Messrs. Kravis and Roberts. Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. Because no more than 10 reporting persons can file any one Form 3 through the Securities and Exchange Commission's EDGAR system, KKR 2006 Fund L.P., KKR Associates 2006 L.P., KKR 2006 GP LLC; and KKR Fund Holdings L.P. have filed a separate Form 3. Exhibit 24.1 - Powers of Attorney. (10) Mr. Janetschek is signing in his capacity as director of KKR Fund Holdings GP Limited. (11) Mr. Janetschek is signing in his capacity as director of KKR Group Limited, the general partner of KKR Group Holdings L.P. (12) Mr. Janetschek is signing in his capacity as director of KKR Group Limited. (13) Mr. Janetschek is signing in his capacity as attorney-in-fact for Henry R. Kravis, a designated member of KKR Management LLC, the general partner of KKR & Co. L.P. (14) Mr. Janetschek is signing in his capacity as attorney-in-fact for George R. Roberts, a designated member of KKR Management LLC, the general partner of KKR & Co. L.P. (15) Mr. Janetschek is signing in his capacity as attorney-in-fact for Henry R. Kravis, a designated member of KKR Management LLC. (16) Mr. Janetschek is signing in his capacity as attorney-in-fact for George R. Roberts, a designated member of KKR Management LLC. /s/ William J. Janetschek, KKR Fund Holdings GP Limited (10) 2009-11-12 /s/ William J. Janetschek, KKR Group Holdings L.P. (11) 2009-11-12 /s/ William J. Janetschek, KKR Group Limited (12) 2009-11-12 /s/ William J. Janetschek, KKR & Co. L.P. (13) 2009-11-12 /s/ William J. Janetschek, KKR & Co. L.P. (14) 2009-11-12 /s/ William J. Janetschek, KKR Management LLC (15) 2009-11-12 /s/ William J. Janetschek, KKR Management LLC (16) 2009-11-12 /s/ William J. Janetschek, as Attorney-in-Fact for Henry R. Kravis 2009-11-12 /s/ William J. Janetschek, as Attorney-in-Fact for George R. Roberts 2009-11-12 EX-24.1 2 ex-24d1.htm EX-24.1

Exhibit 24.1

POWER OF ATTORNEY

Know all men by these presents that Henry R. Kravis does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

	/s/ Henry R. Kravis
	Name: Henry R. Kravis


Date: July 31, 2005

POWER OF ATTORNEY

Know all men by these presents that George R. Roberts does hereby make, constitute and appoint William J. Janetschek and Richard J. Kreider, or either one of them, as a true and lawful attorney-in-fact of the undersigned with full powers of substitution and revocation, for and in the name, place and stead of the undersigned (both in the undersigned’s individual capacity and as a member of any limited liability company or as a partner of any partnership for which the undersigned is otherwise authorized to sign), to execute and deliver such forms as may be required to be filed from time to time with the Securities and Exchange Commission with respect to: (i) Sections 13(d) and 16(a) of the Securities Exchange Act of 1934, as amended (the “Act”), including without limitation, Schedule 13D, Schedule 13G, statements on Form 3, Form 4 and Form 5 and (ii) in connection with any applications for EDGAR access codes, including without limitation the Form ID.

	/s/ George R. Roberts
	Name: George R. Roberts


Date: July 31, 2005

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