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): February 1, 2005
DOLLAR TREE STORES, INC.
(Exact name of registrant as specified in its charter)
VIRGINIA
(State or Other Jurisdiction of Incorporation)
| 0-25464 | 54-1387365 | |
| (Commission File Number) | (I.R.S. Employer Identification No.) |
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 ( see General Instruction A.2. below):
| ¨ | 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)) |
Item 1.01. Entry into a Material Definitive Agreement.
On February 1, 2005, Dollar Tree Stores, Inc. entered into identical consulting agreements with two of its directors, J. Douglas Perry and H. Ray Compton, who were founding shareholders of the company. According to the agreements, J. Douglas Perry and H. Ray Compton will each provide up to 100 hours of consulting services to Dollar Tree Stores, Inc. for $30,000 per year. Each consulting agreement is for one year and will automatically renew unless terminated by either party in accordance with its provisions. A form of the consulting agreements is attached to this
Item 2.02. Results of Operations and Financial Condition.
On February 3, 2005, Dollar Tree Stores, Inc. issued a press release regarding its fiscal fourth quarter 2004 sales results. A copy of the press release is attached to this Form 8-K as Exhibit 99.1 and is incorporated herein by this reference.
The information contained in this item, including that incorporated by reference, is being furnished to the Securities and Exchange Commission. Such information shall not be deemed “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934 or otherwise subject to the liabilities of that Section. The information shall not be deemed incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, except as expressly set forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure.
The information (including disclaimer) presented under Item 2.02 is incorporated by
Item 9.01. Financial Statements and Exhibits.
| (c) | Exhibits. |
| 10.1 | Form of Consulting Agreement between Dollar Tree Stores, Inc. and certain members of the Board of Directors | |
| 99.1 | Press Release dated February 3, 2005 issued by Dollar Tree Stores, Inc. | |
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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.
DATE: February 3, 2005
| DOLLAR TREE STORES, INC. | ||
| By: |
/s/ Kent A. Kleeberger |
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| Kent A. Kleeberger | ||
| Chief Financial Officer | ||
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EXHIBITS
Exhibit 10.1 - Form of Consulting Agreement between Dollar Tree Stores, Inc. and certain members of the Board of Directors
Exhibit 99.1 - Press release dated February 3, 2005 issued by Dollar Tree Stores, Inc.
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Exhibit 10.1
CONSULTING AGREEMENT
This CONSULTING AGREEMENT (“Agreement”). made as of this day of , 2005, by and between DOLLAR TREE STORES, INC., a Virginia corporation (“Company”), and (“Consultant”).
WHEREAS, Consultant has been actively involved in the Company’s business as a founder, stockholder, and officer; and
WHEREAS, Consultant has retired from active employment with the Company but has knowledge and skills which are highly valuable to the Company; and
WHEREAS, the Company desires to retain the services of Consultant as a consultant and Consultant desires to be engaged by the Company as a consultant.
NOW, THEREFORE, in consideration of the premises, mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Engagement . The Company hereby engages Consultant as an independent contractor to serve as a consultant on various business matters of importance to the Company, as determined by the Company from time to time. Consultant hereby accepts such engagement on the terms and conditions contained herein. Consultant shall consult with the Company and perform such services as are reasonably requested by the Board of Directors, which will be up to 100 hours each year. Consultant shall faithfully, professionally, and to the best of his knowledge and skill provide such services. Nothing contained herein shall be deemed to create, and the parties do not intend to create, any relationship of partnership, joint venture, agency or employment, nor shall any similar relationship be deemed to exist between them.
2. Term. The Initial Term shall begin on the date of this agreement, and end approximately one year from said date on the date of the Company’s fiscal year end. Thereafter, this Agreement shall automatically renew from fiscal year to fiscal year unless sooner terminated as provided in Section 3 below.
3. Termination. Subject to circumstances involving a Change of Control as provided in Section 4(c), the Company and Consultant may terminate this Agreement at any time, with or without cause, upon providing thirty (30) days prior written notice to the other party.
4. Compensation and Benefits.
a. The Company shall compensate Consultant the rate of $30,000 per annum. Such amounts shall be paid in equal quarterly installments. Consultant acknowledges that the payment of all taxes including, without limitation, state and
federal income tax, social security and Medicare, are the sole responsibility of Consultant, and will not be paid by the Company. Upon written request by Consultant made at least thirty (30) days prior to any renewal of this Agreement, the Company will review Consultant compensation and, in its reasonable discretion, shall determine whether or not to increase such compensation. The Company may also, in its sole discretion, award Consultant additional compensation (in the nature of a bonus) for services performed.
b. In addition, Consultant, together with his spouse and dependents, shall be fully eligible to participate in the group health insurance maintained by the Company under the Dollar Tree Stores, Inc. Group Health Benefit Plan (the “Plan”), provided however, that the payment for such insurance shall be the responsibility of Consultant.
c. If this Agreement is terminated by the Company in connection with any Change of Control (as defined in Section 6 below), then the Company’s obligations described under Section 4(a) shall continue for the remainder of Consultant’s life, and the Company’s obligations described under Section 4(b) shall continue until the latter of Consultant’s death or the death of Consultant’s spouse or dependents who were enrolled as participants in the Plan at the time of Consultant’s death.
5. Successors in Interest. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of the Company. The rights, interests, and obligations of Consultant under this Agreement are unassignable.
6. Certain Definitions. The term “Change of Control” shall mean (a) the sale, lease, exchange or other transfer of all or substantially all of the assets of the Company (in one transaction or in a series of related transactions) to a corporation that is not controlled by the Company, (b) the approval by the shareholders of the Company of any plan or proposal for the liquidation or dissolution of the Company, (c) a successful tender offer for the Common Stock of the Company, after which the tendering party holds more than 30% of the issued and outstanding Common Stock of the Company, or (d) a merger, consolidation, share exchange, or other transaction to which the Company is a party pursuant to which the holders of all of the shares of the Company outstanding prior to such transaction do not hold, directly or indirectly, at least 70% of the outstanding shares of the surviving company after the transaction.
7. Construction. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia. This Agreement, which supersedes all prior understandings of the parties, constitutes the entire understanding between the parties. No amendment, modification, or supplement hereto shall be of any force or effect unless it is in writing, signed by all the parties hereto.
WITNESS the following signatures and seals, effective as of the day and year first above written.
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Consultant |
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DOLLAR TREE STORES, INC. |
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By |
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| Macon F. Brock, Jr. | ||
| Chairman | ||
Exhibit 99.1
( BW) (VA-DOLLAR-TREE-STORES) (DLTR) Dollar Tree Reports Fourth-Quarter Comparable-Store Sales Increase 0.5%; Total Sales Reach $987.5 Million
Business Editors
CHESAPEAKE, Va. – (BUISNESS WIRE) — February 3, 2005 – Dollar Tree Stores, Inc. (NASDAQ: DLTR), the nation’s largest $1.00 discount variety store chain, reported total sales for its fiscal fourth quarter were a record $987.5 million, a 10.6% increase compared to $893.1 million in last year’s fiscal fourth quarter. Comparable-store sales for the quarter increased 0.5%, in-line with the Company’s previously announced guidance.
“While November got off to a slow start, our business accelerated nicely in December,” President and CEO Bob Sasser said. “We attribute this to a strong, but late Christmas shopping season. Sales were tracking to the lower half of our range, until the last two weeks of January, when severe snow and ice storms hampered customer traffic, and sales fell slightly below the range of our previous guidance.”
Based on the sales volume achieved in the fourth quarter, the Company anticipates earnings per share to be in the range of $0.78 to $0.79, compared to $0.70 in last year’s fourth quarter. Fourth quarter 2004 earnings will include a non-recurring tax benefit of approximately $2 million.
For fiscal 2004, sales totaled $3.126 billion, an 11.6% year-over-year increase compared to $2.800 billion last year, on a comparable-store sales increase of 0.5%.
The Company will provide more-detailed information about its 2004 operating results and 2005 plans on its upcoming earnings conference call.
On Wednesday, February 23, 2005, the Company will release its fourth-quarter earnings results and host a conference call to discuss those results at 9:00 a.m. EST. The telephone number for the call is 703-639-1166. A recorded version of the call will be available until midnight Monday, March 1, and may be accessed by dialing 703-925-2533 and the access code is 635162. A webcast of the call is accessible through Dollar Tree’s website, www.DollarTree.com, as well as at Vcall’s website, www.Vcall.com, and will remain on-line until midnight Monday, March 1.
Dollar Tree operated 2,735 stores in 48 states as of January 29, 2005, compared to 2,513 stores in 47 states a year ago. During the fourth fiscal quarter of 2004, the Company opened 70 stores, closed 9 stores, and expanded or relocated 18 stores. For the year, the Company opened 251 stores, closed 29 stores, and expanded or relocated 128 stores. The Company’s retail selling square footage totaled approximately 20.4 million at January 29, 2005, a 21% increase compared to a year ago. The Company also operates a coast-to-coast logistics network of nine distribution centers. Dollar Tree is a member of the NASDAQ 100 index.
A WARNING ABOUT FORWARD-LOOKING STATEMENTS: This press release contains “forward-looking statements” as that term is used in the Private Securities Litigation Reform Act of 1995. Forward-looking statements address future events, developments or results and typically use words such as believe, anticipate, expect, intend, plan, forecast, outlook, or estimate. For example, our forward-looking statements include statements regarding our expectations for fourth-quarter 2004 earnings per share. For a discussion of the risks, uncertainties and assumptions that could affect our future events, developments or results, you should carefully review the “Risk Factors,” “Business,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections in our Annual Report on Form 10-K filed April 13, 2004 and our Quarterly Report on Form 10-Q filed December 9, 2004. Also, carefully review “Risk Factors” in our most recent prospectuses filed November 15, 2000 and August 3, 2000. In light of these risks and uncertainties, the future events, developments or results described by our forward-looking statements in this document could turn out to be materially and adversely different from those we discuss or imply. We are not obligated to release publicly any revisions to any forward-looking statements contained in this press release to reflect events or circumstances occurring after the date of this report and you should not expect us to do so.
| CONTACT: | Dollar Tree Stores, Inc., Chesapeake | |
| Kent Kleeberger | ||
| 757-321-5000 | ||
| http://www.DollarTree.com |
KEYWORD: CALIFORNIA WASHINGTON VIRGINIA UTAH PENNSYLVANIA ILLINOIS OKLAHOMA GEORGIA
INDUSTRY KEYWORD: RETAIL PRODUCT
SOURCE: Dollar Tree Stores, Inc.