8-KMaterial Agreements

DOLLAR GENERAL CORP 8-K Report, Material Agreement (Jan 30, 2006)

Filed January 30, 2006For Securities:DG

Summary

Dollar General Corporation (DG) filed an 8-K on January 30, 2006, to report the acceleration of vesting for a significant portion of its outstanding unvested stock options. This decision, approved by the Compensation Committee on January 24, 2006, was primarily driven by the upcoming adoption of Financial Accounting Standards Board Statement No. 123 (Revised 2004), "Share-Based Payment" (FAS 123R), which requires companies to recognize the cost of stock options as an expense. By accelerating vesting, Dollar General aims to reduce future non-cash compensation expenses that would have been recognized under the new accounting standard. The immediate acceleration, effective February 3, 2006, applies to stock options granted before August 2, 2005. This will make approximately 6.4 million shares exercisable. A delayed acceleration, effective six months after the grant date, applies to options granted between August 2, 2005, and January 24, 2006, covering approximately 138,000 shares. Notably, options granted to CEO David Perdue and all options granted in fiscal year 2005 to officers at the Executive Vice President level or higher were excluded from these accelerations.

Key Highlights

  • 1Dollar General accelerated the vesting of stock options to comply with the upcoming adoption of FAS 123R, aiming to reduce future non-cash compensation expense.
  • 2Approximately 6.4 million shares from options granted before August 2, 2005, became exercisable on February 3, 2006 (Immediate Acceleration).
  • 3An additional 138,000 shares from options granted between August 2, 2005, and January 24, 2006, will become exercisable six months after their respective grant dates (Delayed Acceleration).
  • 4Options granted to CEO David Perdue and fiscal year 2005 grants to EVP-level officers and above were explicitly excluded from both acceleration programs.
  • 5The company estimates a reduction in non-cash compensation expense of approximately $26 million to $30 million (pre-tax) over four years due to the Immediate Acceleration.
  • 6A one-time charge not exceeding $0.01 per share is expected in Q4 fiscal 2005 related to these accelerations under the current APB 25 accounting method.
  • 7The change in accounting from APB 25 to FAS 123R is the primary driver for this corporate action.

Frequently Asked Questions

The primary reason is to comply with the upcoming adoption of FAS 123R, a new accounting standard that requires companies to recognize the cost of stock options as an expense. By accelerating vesting, Dollar General anticipates reducing future non-cash compensation expenses that would have been recognized under FAS 123R.

Options granted before August 2, 2005, were subject to immediate acceleration effective February 3, 2006. Options granted between August 2, 2005, and January 24, 2006, were subject to delayed acceleration, becoming exercisable six months after their grant date. However, options granted to CEO David Perdue and fiscal year 2005 grants to officers at the Executive Vice President level or higher were excluded.

Dollar General expects to reduce its non-cash compensation expense by approximately $26 million to $30 million (pre-tax) over the next four years. A small, one-time charge of no more than $0.01 per share is anticipated in the fourth quarter of fiscal 2005 under the current accounting rules (APB 25) due to these accelerations.

Yes, for options eligible for 'Immediate Acceleration,' they became exercisable on February 3, 2006. For options eligible for 'Delayed Acceleration,' they became exercisable six months after their respective grant dates. It's important to note that the stock price at the time of exercise will determine the actual profit.