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FDO > SEC Filings for FDO > Form 8-K on 16-Nov-2012All Recent SEC Filings

Show all filings for FAMILY DOLLAR STORES INC

Form 8-K for FAMILY DOLLAR STORES INC


16-Nov-2012

Entry into a Material Definitive Agreement, Material Modification to Rig


Item 1.01. Entry into a Material Definitive Agreement.

The information contained in Item 3.03 below regarding Amendment No. 2 (as defined below) is incorporated by reference into this Item 1.01.



Item 3.03. Modifications to Rights of Security Holders.

On November 16, 2012, Family Dollar Stores, Inc. (the "Company") and American Stock Transfer & Trust Company, LLC (the "Rights Agent") entered into Amendment No. 2 ("Amendment No. 2") to the Rights Agreement, dated as of March 2, 2011 (the "Original Rights Agreement"), as amended by Amendment No. 1, dated February 24, 2012 ("Amendment No. 1" and, together with the Original Rights Agreement, the "Rights Agreement"), between the Company and the Rights Agent. Amendment No. 2 accelerated the expiration of the Rights (as defined in the Rights Agreement) to November 16, 2012. As a result of Amendment No. 2, the Rights expired and the Rights Agreement terminated effective 5:00 p.m., New York City time, on November 16, 2012.

The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 2, a copy of which is attached as Exhibit 4.3 hereto, and is incorporated by reference herein.

A copy of the Original Rights Agreement was filed with the Securities and Exchange Commission as Exhibit 4.1 to a Form 8-K on March 3, 2011, and is incorporated by reference herein. A copy of Amendment No. 1 was filed with the Securities and Exchange Commission as Exhibit 4.2 to a Form 8-K on February 24, 2012, and is incorporated by reference herein.



Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

4.1 Rights Agreement, dated as of March 2, 2011, between Family Dollar Stores, Inc. and American Stock Transfer & Trust Company, LLC, which includes the Form of Certificate of Designation, Preferences and Rights of Series A Junior Participating Preferred Stock as Exhibit A and the Form of Right Certificate as Exhibit B (incorporated by reference to Exhibit 4.1 of Family Dollar Stores, Inc.'s Current Report on Form 8-K filed on March 3, 2011).

4.2 Amendment No. 1, dated as of February 24, 2012, to the Rights Agreement, dated as of March 2, 2011, between Family Dollar Stores, Inc. and American Stock Transfer & Trust Company, LLC (incorporated by reference to Exhibit 4.2 of Family Dollar Stores, Inc.'s Current Report on Form 8-K filed on February 24, 2012).

4.3 Amendment No. 2, dated as of November 16, 2012, to the Rights Agreement, dated as of March 2, 2011, as amended by Amendment No. 1, dated February 24, 2012, between Family Dollar Stores, Inc. and American Stock Transfer & Trust Company, LLC.


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