Form SC 13D FAMILY DOLLAR STORES Filed by: ELLIOTT ASSOCIATES, L.P.
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E-mailSECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.��20549
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SCHEDULE 13D
(RULE 13D - 101)
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
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(Amendment No. )*
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Family Dollar Stores, Inc.
(Name of Issuer)
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Common Stock, $.10 Par Value
(Title of Class of Securities)
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307000 10 9
(CUSIP Number)
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Stephen M. Schultz, Esq.
Christopher P. Davis, Esq.
Kleinberg, Kaplan, Wolff & Cohen, P.C.
551 Fifth Avenue, New York, New York 10176
(212) 986-6000
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
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December 1, 2014
(Date of Event which Requires Filing of this Statement)
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If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [��].
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Note:��Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.��See Rule 13d-7 for other parties to whom copies are to be sent.
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*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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| � | � |
| � |
Elliott Associates, L.P.
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| � | � |
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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| � | � |
| � |
(a)����[x]
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| � |
(b)����[ ]
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| � | � |
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3.
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SEC USE ONLY
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| � | � |
|
4.
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SOURCE OF FUNDS
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| � | � |
| � |
WC
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| � | � |
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) �����[ ]
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| � | � |
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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| � | � |
| � |
Delaware
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| � | � |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
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| � | � |
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7.
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SOLE VOTING POWER
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| � | � |
| � |
2,625,658
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| � | � |
|
8.
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SHARED VOTING POWER
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| � | � |
| � |
0
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| � | � |
|
9.
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SOLE DISPOSITIVE POWER
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| � | � |
| � |
2,625,658
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| � | � |
|
10.
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SHARED DISPOSITIVE POWER
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| � | � |
| � |
0
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| � | � |
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| � | � |
| � |
2,625,658
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| � | � |
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12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES����[ ]
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| � | � |
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13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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| � | � |
| � |
2.3%
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| � | � |
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14.
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TYPE OF REPORTING PERSON
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| � | � |
| � |
PN
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�
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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| � | � |
| � |
Elliott International, L.P.
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| � | � |
|
2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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| � | � |
| � |
(a)����[x]
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| � |
(b)����[ ]
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| � | � |
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3.
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SEC USE ONLY
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| � | � |
|
4.
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SOURCE OF FUNDS
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| � | � |
| � |
WC
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| � | � |
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) �����[ ]
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| � | � |
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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| � | � |
| � |
Cayman Islands, British West Indies
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| � | � |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
| � | � |
|
7.
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SOLE VOTING POWER
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| � | � |
| � |
0
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| � | � |
|
8.
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SHARED VOTING POWER
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| � | � |
| � |
5,096,867
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| � | � |
|
9.
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SOLE DISPOSITIVE POWER
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| � | � |
| � |
0
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| � | � |
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10.
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SHARED DISPOSITIVE POWER
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| � | � |
| � |
5,096,867
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| � | � |
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11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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| � | � |
| � |
5,096,867
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| � | � |
|
12.
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES����[ ]
|
| � | � |
|
13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| � | � |
| � |
4.5%
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| � | � |
|
14.
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TYPE OF REPORTING PERSON
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| � | � |
| � |
PN
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�
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
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| � | � |
| � |
Elliott International Capital Advisors Inc.
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| � | � |
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
| � | � |
| � |
(a)����[x]
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| � |
(b)����[ ]
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| � | � |
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3.
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SEC USE ONLY
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| � | � |
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4.
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SOURCE OF FUNDS
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| � | � |
| � |
OO
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| � | � |
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5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) �����[ ]
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| � | � |
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6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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| � | � |
| � |
Delaware
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| � | � |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
| � | � |
|
7.
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SOLE VOTING POWER
|
| � | � |
| � |
0
|
| � | � |
|
8.
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SHARED VOTING POWER
|
| � | � |
| � |
5,096,867
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| � | � |
|
9.
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SOLE DISPOSITIVE POWER
|
| � | � |
| � |
0
|
| � | � |
|
10.
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SHARED DISPOSITIVE POWER
|
| � | � |
| � |
5,096,867
|
| � | � |
|
11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| � | � |
| � |
5,096,867
|
| � | � |
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES����[ ]
|
| � | � |
|
13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| � | � |
| � |
4.5%
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| � | � |
|
14.
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TYPE OF REPORTING PERSON
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| � | � |
| � |
CO
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1.
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NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
|
| � | � |
| � |
Theodore R. French Jr.
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| � | � |
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2.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
| � | � |
| � |
(a)����[x]
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| � |
(b)����[ ]
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| � | � |
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3.
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SEC USE ONLY
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| � | � |
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4.
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SOURCE OF FUNDS
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| � | � |
| � |
PF
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| � | � |
|
5.
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) �����[ ]
|
| � | � |
|
6.
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CITIZENSHIP OR PLACE OF ORGANIZATION
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| � | � |
| � |
USA
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| � | � |
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
|
|
| � | � |
|
7.
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SOLE VOTING POWER
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| � | � |
| � |
10
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| � | � |
|
8.
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SHARED VOTING POWER
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| � | � |
| � |
0
|
| � | � |
|
9.
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SOLE DISPOSITIVE POWER
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| � | � |
| � |
10
|
| � | � |
|
10.
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SHARED DISPOSITIVE POWER
|
| � | � |
| � |
0
|
| � | � |
|
11.
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| � | � |
| � |
10
|
| � | � |
|
12.
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES����[ ]
|
| � | � |
|
13.
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| � | � |
| � |
Less than 1%
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| � | � |
|
14.
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TYPE OF REPORTING PERSON
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| � | � |
| � |
IN
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Item 1.
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Security and Issuer.
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This statement relates to the shares of Common Stock, $.10 Par Value (the Common Stock ), of The Family Dollar Stores, Inc. (the Issuer ). The Issuer's principal executive office is located at 10401 Monroe Road, Matthews, North Carolina 28105.
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Item 2.
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Identity and Background.
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(a)-(c)�����������This statement is being filed by Elliott Associates, L.P., a Delaware limited partnership, and its wholly-owned subsidiaries (collectively, Elliott or we ), Elliott International, L.P., a Cayman Islands limited partnership ( Elliott International ), Elliott International Capital Advisors Inc., a Delaware corporation ( EICA ) and Theodore R. French, as a nominee for the Board of Directors of the Issuer (collectively, the Reporting Persons ). Paul E. Singer ( Singer ), Elliott Capital Advisors, L.P., a Delaware limited partnership ( Capital Advisors ), which is controlled by Singer, and Elliott Special GP, LLC, a Delaware limited liability company ( Special GP ), which is controlled by Singer, are the general partners of Elliott.��Hambledon, Inc., a Cayman Islands corporation ( Hambledon ), which is also controlled by Singer, is the sole general partner of Elliott International. EICA is the investment manager for Elliott International.��EICA expressly disclaims equitable ownership of and pecuniary interest in any shares of Common Stock.
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ELLIOTT
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The business address of Elliott is 40 West 57th Street, New York, New York 10019.
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The principal business of Elliott is to purchase, sell, trade and invest in securities.
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SINGER
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Singer's business address is 40 West 57th Street, New York, New York 10019.
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Singers principal business is to serve as a general partner of Elliott and Capital Advisors, as the president of EICA, and as a managing member of Special GP.
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CAPITAL ADVISORS
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The business address of Capital Advisors is 40 West 57th Street, New York, New York 10019.
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The principal business of Capital Advisors is the furnishing of investment advisory services.��Capital Advisors also serves as a managing member of Special GP.
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The names, business addresses, and present principal occupation or employment of the general partners of Capital Advisors are as follows:
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NAME
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ADDRESS
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OCCUPATION
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Paul E. Singer
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40 West 57th St.
New York, New York 10019
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General partner of Elliott and Capital Advisors; President of EICA; and a managing member of Special GP
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| � | � | � |
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Braxton Associates, Inc.
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40 West 57th St.
New York, New York 10019
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The principal business of Braxton Associates, Inc. is serving as general partner of Capital Advisors
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| � | � | � |
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Elliott Asset Management LLC
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40 West 57th St.
New York, New York 10019
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General Partner of Capital Advisors
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The name, business address, and present principal occupation or employment of the sole director and executive officer of Braxton Associates, Inc. are as follows:
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NAME
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ADDRESS
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OCCUPATION
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Paul E. Singer
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40 West 57th St.
New York, New York 10019
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General partner of Elliott and Capital Advisors and President of EICA
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ELLIOTT SPECIAL GP, LLC
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The business address of Special GP is 40 West 57th Street, New York, New York 10019.
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The principal business of Special GP is serving as a general partner of Elliott.
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The names, business address, and present principal occupation or employment of the managing members of Special GP are as follows:
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NAME
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ADDRESS
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OCCUPATION
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Paul E. Singer
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40 West 57th St.
New York, New York 10019
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General partner of Elliott and Capital Advisors; President of EICA; and a managing member of Special GP
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| � | � | � |
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Braxton Associates, Inc.
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40 West 57th St.
New York, New York 10019
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The principal business of Braxton Associates, Inc. is serving as general partner of Capital Advisors
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| � | � | � |
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Elliott Asset Management LLC
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40 West 57th St.
New York, New York 10019
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General Partner of Capital Advisors
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ELLIOTT INTERNATIONAL
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The business address of Elliott International is c/o Maples & Calder, P.O. Box 309, Ugland House, South Church Street, George Town, Cayman Islands, British West Indies.
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The principal business of Elliott International is to purchase, sell, trade and invest in securities.
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The name, business address, and present principal occupation or employment of the general partner of Elliott International is as follows:
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NAME
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ADDRESS
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OCCUPATION
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Hambledon, Inc.
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c/o Maples & Calder
P.O. Box 309
Ugland House
South Church Street George Town, Cayman Islands
British West Indies
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General partner of Elliott International
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HAMBLEDON
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The name, business address, and present principal occupation or employment of the sole director and executive officer of Hambledon are as follows:
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NAME
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ADDRESS
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OCCUPATION
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Paul E. Singer
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40 West 57th St.
New York, New York 10019
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General partner of Elliott and Capital Advisors and President of EICA; and a managing member of Special GP
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EICA
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The business address of EICA is 40 West 57th Street New York, New York 10019.
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The principal business of EICA is to act as investment manager for Elliott International.
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The name, business address, and present principal occupation or employment of the sole director and executive officer of EICA is as follows:
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NAME
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ADDRESS
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OCCUPATION
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Paul E. Singer
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40 West 57th St.
New York, New York 10019
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General partner of Elliott and Capital Advisors and President of EICA; and a managing member of Special GP
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THEODORE R. FRENCH, JR.
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Mr. Frenchs business address is c/o Clavinger Capital, LLC, 4774 Northside Dr. NW, Atlanta, GA 30327. Mr. Frenchs principal occupation is serving as the President and Chief Executive Officer of Clavinger Capital, LLC ,a private investment management company.
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(d) and (e) During the last five years, none of the persons or entities listed above���has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
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(f)�����������Mr. Singer is a citizen of the United States of America. Mr. French is a citizen of the United States of America.
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Item 3.
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Source and Amount of Funds or Other Consideration.
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Elliott Working Capital
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The aggregate purchase price of the shares of Common Stock directly owned by Elliott is approximately $206,898,746.
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| � | � | � |
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Elliott International Working Capital
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The aggregate purchase price of the shares of Common Stock directly owned by Elliott International is approximately $401,637,602.
|
|
| � | � | |
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Theodore R. French, Jr.
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The aggregate purchase price of the shares of Common Stock beneficially owned by Mr. French is approximately $480.
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Item 4.
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Purpose of Transaction.
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The Reporting Persons purchased the securities of the Issuer reported herein based on the Reporting Persons belief that such securities, when purchased, were undervalued and represented an attractive investment opportunity.��Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of securities of the Issuer at prices that would make the purchase or sale of such securities desirable, the Reporting Persons may endeavor (i) to increase or decrease their respective positions in the Issuer through, among other things, the purchase or sale of securities of the Issuer on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable and/or (ii) to enter into transactions that increase or hedge their economic exposure to the securities of the Issuer without affecting their beneficial ownership of the Common Stock.
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On October 17, 2014, Elliott International delivered a letter to the Issuer (the Nomination Letter ) nominating a slate of seven highly qualified director candidates, Theodore R. French, Jr., Marshall A. Heinberg, Mark N. Levine, Jonathan R. Macey, Fredric G. Reynolds, James P. Shinehouse and Mark S. Wills (collectively, the Nominees ), for election to the Board at the Issuers 2015 annual meeting of stockholders (the Annual Meeting ). The Reporting Persons have reserved the right to either withdraw certain or all of its nominees or to nominate additional nominees for election to the Board at the Annual Meeting.
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Elliott International, together with certain of its affiliates, has signed letter agreements with each of the Nominees, pursuant to which Elliott International and such affiliates have agreed to indemnify each of the Nominees against claims arising from the solicitation of proxies from the Issuers stockholders in connection with the Annual Meeting and any related transactions. A form of indemnification letter agreement is attached as Exhibit 99.1 hereto and incorporated herein by reference.
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Certain affiliates of the Reporting Persons have signed compensation letter agreements with each of Messrs. French, Heinberg, Macey, Reynolds and Shinehouse, pursuant to which such affiliates have agreed to compensate each of Messrs. French, Heinberg, Macey, Reynolds and Shinehouse (i) upon submission of the Nomination Letter and (ii) upon the filing of a definitive proxy statement with the Securities and Exchange Commission relating to the solicitation of proxies in favor of the Nominees election at the Annual Meeting. A form of compensation letter agreement is attached as Exhibit 99.2 hereto and incorporated herein by reference.
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No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein. The Reporting Persons intend to review their investment in the Issuer on a continuing basis and may from time to time in the future express their views to and/or meet with management, the Board of Directors of the Issuer, other shareholders or third parties, including, potential acquirers, service providers and financing sources, and/or formulate plans or proposals regarding the Issuer, its assets or its securities. In addition to the submission of the Nomination Letter, the Reporting Persons may take positions or make proposals with respect to potential changes in the operations, management, the certificate of incorporation and bylaws, Board of Directors composition, ownership, capital or corporate structure, dividend policy, strategy and plans of the Issuer as a means of enhancing shareholder value or may change their intention with respect to any and all matters referred to in Item 4. Such proposals or positions may include one or more plans that relate to or would result in any of the actions required to be reported herein. Additionally, to the extent that the Issuer delays holding the Annual Meeting in a timely manner, the Reporting Persons reserve the right to avail themselves of other avenues for seeking to reconstitute the Board of Directors, including by undertaking a consent solicitation under Delaware law.
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ITEM 5.
|
Interest in Securities of the Issuer.
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(a)�����������The aggregate percentage of Common Stock reported owned by each person named herein is based upon 114,350,720 shares of Common Stock outstanding as of October 30, 2014, which is the total number of shares of Common Stock outstanding as reported in the Issuers Proxy Statement Supplement on Schedule 14A filed with the Securities and Exchange Commission on November 4, 2014.
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As of the close of business on December 10, 2014, Elliott, Elliott International and EICA collectively beneficially owned an aggregate of 7,722,525 shares of Common Stock, constituting approximately 6.8% of all of the outstanding shares of Common Stock.
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As of the close of business on December 10, 2014, Elliott owned directly 2,625,658 shares of Common Stock, constituting approximately 2.3% of the shares of Common Stock outstanding.
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As of the close of business on December 10, 2014, Elliott International owned directly 5,096,867 shares of Common Stock, constituting approximately 4.5% of the shares of Common Stock outstanding.��EICA, as the investment manager of Elliott International may be deemed to beneficially own the 5,096,867 shares of Common Stock owned directly by Elliott International, constituting approximately 4.5% of the shares of Common Stock outstanding.
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As of the close of business on December 10, 2014, Mr. French beneficially owned 10 shares of Common Stock as Trustee of the Theodore R. French, Jr. Revocable Trust, constituting less than 1% of the shares of Common Stock outstanding.
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Each of the Reporting Persons, as a member of a group with the other Reporting Persons for purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended (the Exchange Act ), may be deemed to beneficially own the securities of the Issuer owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any securities of the Issuer he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.
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(b)�����������Elliott has the power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned directly by it.
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Elliott International has the shared power with EICA to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock owned directly by Elliott International.��Information regarding each of Elliott International and EICA is set forth in Item 2 of this Schedule 13D and is expressly incorporated by reference herein.
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Mr. French has the power to vote or direct the vote of, and to dispose or direct the disposition of, the shares of Common Stock beneficially owned by him.
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(c)�����������The transactions effected by the Reporting Persons during the past sixty (60) days are set forth on Schedule 1 attached hereto.
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(d)�����������No person other than Elliott has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Elliott.
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No person other than Elliott International and EICA has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by Elliott International and EICA.
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No person other than Mr. French has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock beneficially owned by him.
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(e)�����������Not applicable.
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Item 6.
|
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
|
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Except as described herein, none of the Reporting Persons has any contracts, arrangements, understandings or relationships with respect to the securities of the Issuer.
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Item 7.
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Material to be Filed as Exhibits.
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Exhibit 99.1 Form of Indemnification Letter Agreement.
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Exhibit 99.2 Form of Compensation Letter Agreement.
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Exhibit 99.3 Joint Filing Agreement.
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Schedule 1� Transactions of the Reporting Persons Effected During the Past 60 Days.
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SIGNATURES
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After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.
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Dated:
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December 11, 2014
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�
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ELLIOTT ASSOCIATES, L.P.
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|||
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By: Elliott Capital Advisors, L.P., as General Partner
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By: Braxton Associates, Inc., as General Partner
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� | ||
| � | � | � | � |
| � | � | � | � |
| � |
By:
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/s/ Elliot Greenberg
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� |
| � | � |
Elliot Greenberg,
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� |
| � | � |
Vice President
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� |
| � | � | � | � |
| � | � | � | � |
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ELLIOTT INTERNATIONAL, L.P.
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By: Elliott International Capital Advisors Inc.,
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as Attorney-in-Fact
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� | ||
| � | � | � | � |
| � | � | � | � |
| � |
By:
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/s/ Elliot Greenberg
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� |
| � | � |
Elliot Greenberg,
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� |
| � | � |
Vice President
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� |
| � | � | � | � |
| � | � | � | � |
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ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
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| � | |||
| � | � | � | � |
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By:
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/s/ Elliot Greenberg
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� | |
| � |
Elliot Greenberg,
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� | |
| � |
Vice President
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| � | � | � |
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/s/ Theodore R. French, Jr.
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� | |
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THEODORE R. FRENCH, JR.
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� | |
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SCHEDULE 1
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Transactions of the Reporting Persons Effected During the Past 60 Days
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The following transactions were effected by Elliott Associates, L.P. during the past sixty (60) days:
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Date
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Security
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Amount of Shs.
Bought/(Sold)
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Approx. price ($) per Share
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12/10/14
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Common Stock
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3,740
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79.4000
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12/10/14
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Common Stock
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277,440
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79.7000
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12/09/14
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Common Stock
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54,400
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79.6605
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12/08/14
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Common Stock
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90,100
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79.7382
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12/03/14
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Common Stock
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163,200
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79.5000
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12/03/14
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Common Stock
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2,480
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79.3721
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12/02/14
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Common Stock
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30,396
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79.3429
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12/01/14
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Common Stock
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59,302
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79.2117
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10/27/14
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Common Stock
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791,010
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77.8800
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10/15/14
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Common Stock
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(1,000)*
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76.9700
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| � | � | � | � |
All of the above transactions were effected on the open market, unless otherwise noted.
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The following transactions were effected by Elliott International, L.P. during the past sixty (60) days:
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Date
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Security
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Amount of Shs.
Bought
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Approx. price ($) per Share
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12/10/14
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Common Stock
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7,260
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79.4000
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12/10/14
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Common Stock
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538,560
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79.7000
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12/09/14
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Common Stock
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105,600
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79.6605
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12/08/14
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Common Stock
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174,900
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79.7382
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12/03/14
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Common Stock
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316,800
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79.5000
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12/03/14
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Common Stock
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4,815
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79.3721
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12/02/14
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Common Stock
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59,004
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79.3429
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12/01/14
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Common Stock
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124,198
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79.2117
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11/25/14
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Common Stock
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25,000
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79.0791
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11/24/14
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Common Stock
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60,000
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79.0669
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10/27/14
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Common Stock
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1,535,490
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77.8800
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10/15/14
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Common Stock
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1,000*
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76.9700
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| � | � | � | � |
All of the above transactions were effected on the open market, unless otherwise noted.
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* Reflects an internal transfer within each of Elliott International and Elliott Associates, respectively, transferring shares of Common Stock from one custodian to another custodian.
EXHIBIT 99.1
Elliott Management Corp.
40 West 57th Street
New York, New York 10019
------
Tel. (212) 974-6000
Fax: (212) 974-2092
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October __, 2014
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[���������������������������������]
[���������������������������������]
[���������������������������������]
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�
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Re:
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Family Dollar Stores, Inc.
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�
Dear ____________________:
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Thank you for agreeing to serve as a nominee for election to the Board of Directors of Family Dollar Stores, Inc. (the Company ) in connection with the proxy solicitation being considered by Elliott Management Corporation ( Elliott ) and its affiliates, including Elliott International, L.P., to (i) nominate and elect directors at the Companys 2015 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof and any adjournments, postponements, reschedulings or continuations thereof or (ii) appoint or elect directors by other means, including by written consent of the Companys stockholders (collectively, the Solicitation ). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders.��This letter ( Agreement ) will set forth the terms of our agreement.
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Elliott agrees to indemnify and hold you harmless against any and all claims of any nature arising from the Solicitation and any related transactions whenever brought and irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions, provision to Elliott of false or misleading information (including false or misleading information on any questionnaire you are requested to complete by Elliott), or material breach of the terms of this Agreement; provided further, that upon your becoming a director of the Company, this indemnification shall not apply to any claims made against you in your capacity as a director of the Company. This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys fees, and any and all reasonable costs and expenses incurred in investigating, preparing for or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Solicitation and any related transactions (each, a Loss ).
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In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give Elliott prompt written notice of such claim or Loss (provided that failure to promptly notify Elliott shall not relieve it from any liability which it may have on account of this Agreement, except to the extent it shall have been prejudiced by such failure).��Upon receipt of such written notice, Elliott will provide you with counsel to represent you.��Such counsel shall be reasonably acceptable to you.��In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein.��Elliott may not enter into any settlement of Loss or claim without your consent unless such settlement includes a release of you from any and all liability in respect of such claim.��Notwithstanding anything to the contrary set forth in this Agreement, Elliott shall not be responsible for any fees, costs or expenses of separate legal counsel retained by you without Elliotts prior written approval.��In addition, you agree not to enter into any settlement of Loss or claim without the written consent of Elliott.
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You hereby agree to keep confidential and not disclose to any party, without the consent of Elliott, any confidential, proprietary or non-public information (collectively, Information ) of Elliott or its affiliates which you have heretofore obtained or may obtain in connection with your service as a nominee hereunder. Information shall not include any information that is publicly disclosed by Elliott or its affiliates or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.
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Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify Elliott so that Elliott may seek a protective order or other appropriate remedy or, in Elliotts sole discretion, waive compliance with the terms of this Agreement. You will reasonably cooperate with Elliott if it seeks such protection. In the event that no such protective order or other remedy is obtained or Elliott does not waive compliance with the terms of this Agreement, you may consult with counsel at the cost of Elliott and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information maintain it as confidential.
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All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of Elliott and, upon the request of a representative of Elliott, all such information shall be returned or, at Elliotts option, destroyed by you, with such destruction confirmed by you to Elliott in writing.
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This Agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof.��The parties agree to the exclusive jurisdiction of the state and federal courts of New York, New York, and waive, and agree not to plead or to make, any claim that any action or proceeding brought in the state and federal courts of New York, New York has been brought in an improper or inconvenient forum.
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THE PARTIES HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT THAT THEY MAY HAVE TO TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION, OR IN ANY LEGAL PROCEEDING, DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS LETTER AGREEMENT (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY).��EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HAVE BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS SET FORTH HEREIN.
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*����������*����������*
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If you agree to the foregoing terms, please sign below to indicate your acceptance.
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| � |
Very truly yours,
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||
| � | � | ||
| � |
ELLIOTT MANAGEMENT CORPORATION
|
||
| � | � | ||
| � |
By:
|
� | |
| � | � |
Name:
|
� |
| � | � |
Title:
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� |
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ACCEPTED AND AGREED:
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|
| � | |
| � | � |
| � | � |
| � | |
EXHIBIT 99.2
Elliott Management Corp.
40 West 57th Street
New York, New York 10019
------
Tel. (212) 974-6000
Fax: (212) 974-2092
October ___, 2014
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[���������������������������������]
[���������������������������������]
[���������������������������������]
Dear ____________________:
�
This letter sets forth our mutual agreement with respect to compensation to be paid to you for your agreement to be named and serve as a nominee of a group of investors (the Elliott Group ), including Elliott International, L.P., an affiliate of Elliott Management Corporation, for (i) election as a director of Family Dollar Stores, Inc. (the Company ) at the Companys 2015 annual meeting of stockholders or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof, (the Annual Meeting ), or (ii) appointment or election by other means, including by written consent of the Companys stockholders.
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In consideration of your agreement to be named and serve as nominee of the Elliott Group for election as a director of the Company at the Annual Meeting or otherwise, the undersigned hereby agrees to pay you (i) $25,000 in cash upon the Elliott Group submitting a letter to the Company nominating you for election as a director of the Company (with such payment to be made as soon as reasonably practicable after you have been nominated) and (ii) $25,000 in cash upon the filing by the Elliott Group of a definitive proxy statement with the U.S. Securities and Exchange Commission (the Proxy Statement ) relating to a solicitation of proxies in favor of your election as a director of the Company.
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The validity, interpretation, construction and performance of this letter agreement shall be governed by the laws of the State of New York, without regard to its principles of conflict of laws, and by applicable laws of the United States.��The parties hereto consent to the jurisdiction of the New York State and United States courts located in New York County, New York for the resolution of any disputes hereunder and agree that venue shall be proper in any such court notwithstanding any principle of forum non conveniens and that service of process on the parties hereto in any proceeding in any such court may be effected in the manner provided herein for the giving of notices.��The parties hereto waive trial by jury in respect of any such proceeding.
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This letter agreement shall bind and inure to the benefit of you and your heirs, successors and assigns.
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This letter agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.
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| � |
Very truly yours,
|
||
| � | � | ||
| � |
ELLIOTT MANAGEMENT CORPORATION
|
||
| � | � | ||
| � |
By:
|
� | |
| � | � |
Name:
|
� |
| � | � |
Title:
|
� |
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ACCEPTED AND AGREED:
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| � | |
| � | |
| � | � |
| � | |
EXHIBIT 99.3
�
JOINT FILING AGREEMENT
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The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock, $.10 Par Value, of Family Dollar Stores, Inc. dated December 11, 2014 is, and any further amendments thereto signed by each of the undersigned shall be, filed on behalf of each of the undersigned pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.
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Dated:
|
December 11, 2014
|
�
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ELLIOTT ASSOCIATES, L.P.
|
|||
|
By: Elliott Capital Advisors, L.P., as General Partner
|
|||
|
By: Braxton Associates, Inc., as General Partner
|
� | ||
| � | � | � | � |
| � | � | � | � |
| � |
By:
|
/s/ Elliot Greenberg
|
� |
| � | � |
Elliot Greenberg,
|
� |
| � | � |
Vice President
|
� |
| � | � | � | � |
| � | � | � | � |
|
ELLIOTT INTERNATIONAL, L.P.
|
|||
|
By: Elliott International Capital Advisors Inc.,
|
|||
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as Attorney-in-Fact
|
� | ||
| � | � | � | � |
| � | � | � | � |
| � |
By:
|
/s/ Elliot Greenberg
|
� |
| � | � |
Elliot Greenberg,
|
� |
| � | � |
Vice President
|
� |
| � | � | � | � |
| � | � | � | � |
|
ELLIOTT INTERNATIONAL CAPITAL ADVISORS INC.
|
|||
| � | |||
| � | � | � | � |
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By:
|
/s/ Elliot Greenberg
|
� | |
| � |
Elliot Greenberg,
|
� | |
| � |
Vice President
|
� | |
| � | � | � |
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/s/ Theodore R. French, Jr.
|
� | |
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THEODORE R. FRENCH, JR.
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� | |
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