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 19, 2010
DOLLAR
TREE, INC.
(Exact
name of registrant as specified in its charter)
VIRGINIA
(State or
Other Jurisdiction of Incorporation)
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0-25464
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26-2018846
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(Commission
File Number)
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(I.R.S.
Employer Identification No.)
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500 Volvo
Parkway
Chesapeake,
VA 23320
(Address
of Principal Executive Offices and Zip Code)
(757)
321-5000
(Registrant’s
Telephone Number, Including Area Code)
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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
On March
19, 2010 after market close, Dollar Tree, Inc. (the “Company”) entered into an
accelerated share repurchase agreement with Bank of America N.A. (“Bank of
America”) to repurchase approximately $200 million of the Company’s common
shares. This accelerated share repurchase program is part of the
execution of a repurchase program authorized by the Company’s board of directors
to repurchase up to $500 million of common shares that was approved in October
2007.
The
material terms of the agreement are described below:
This is a
collared transaction in which the Company has agreed to repurchase for $200
million a number of shares to be determined based on the volume weighted average
share price of the Company’s common stock, less a discount, during a specified
period of time. The repurchase period ranges from one and one-half to
four months following the two week maximum hedge completion
period. The agreement is subject to certain provisions that establish
a minimum and maximum number of shares that may be repurchased. The
minimum number of shares the Company has agreed to repurchase will be determined
by dividing $200 million by approximately 110% of the volume weighted average
share price of the Company’s common stock during a two week maximum hedge
completion period. The maximum number of shares subject to repurchase
will be determined by dividing $200 million by approximately 97.5% of the volume
weighted average share price over the same two week hedge period. The
Company will initially receive 70% of the projected minimum number of shares
under the agreement. At the completion of the agreement, the Company
may receive additional shares from Bank of America depending on the volume
weighted average price of the shares during the repurchase period, subject to
the maximum share delivery provisions of the agreement.
Under the
agreement, the Company will pay $200 million to Bank of America on March 23,
2010 and receive 70% of the projected minimum number of common
shares. Thereafter, the Company has no other obligations under the
collared agreement to pay additional amounts or deliver shares to Bank of
America. In certain circumstances, the completion date of the
agreement may be shortened or extended from the period described
above.
Shares
repurchased under the accelerated share repurchase program will be
retired.
Item
7.01. Regulation FD Disclosure.
The
Company issued a press release concerning the
accelerated share repurchase program on March 22, 2010. The contents
of such press release (attached to the Current Report on Form 8-K as Exhibit
99.1) are hereby incorporated by reference and furnished under this Item
7.01
Item
9.01. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press release dated March 22, 2010 issued by Dollar Tree,
Inc.
SIGNATURES
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.
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DOLLAR
TREE, INC.
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Date: March
22, 2010
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By:
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/s/ Kevin S. Wampler
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Kevin
S. Wampler
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Chief
Financial Officer
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EXHIBITS
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Press
release dated March 22, 2010 issued by Dollar Tree,
Inc.
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