DOLLAR GENERAL CORP — Regulatory Filings 2008

Jun 2, 2008

424B3 1 prospectussuppno3.htm PROSPECTUS SUPPLEMENT NO. 3 html PUBLIC "-//IETF//DTD HTML//EN" Filed Pursuant to Rule 424(b)(3)

Filed Pursuant to Rule 424(b)(3)

Registration Nos. 333-150096, 333-150096-01 to 333-150096-17

DOLLAR GENERAL CORPORATION

SUPPLEMENT NO. 3 TO

MARKET MAKING PROSPECTUS DATED

APRIL 16, 2008

THE DATE OF THIS SUPPLEMENT IS JUNE 2, 2008

On June 2, 2008, Dollar General Corporation filed the attached Current Report on Form 8-K.

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): May 29, 2008

Dollar General Corporation
(Exact name of registrant as specified in its charter)
Tennessee	001-11421	61-0502302
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
100 Mission Ridge Goodlettsville, Tennessee		37072
(Address of principal executive offices)		(Zip Code)
Registrant’s telephone number, including area code: (615) 855-4000
(Former name or former address, if changed since last report)

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:

[ ] 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))

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ITEM 5.02

DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On May 29, 2008, the Board of Directors and shareholders of Dollar General Corporation (the “Company”) approved an amendment to the 2007 Stock Incentive Plan for Key Employees of Dollar General Corporation and its Affiliates (the “Plan”) to increase the amount of shares of Company common stock that may be issued thereunder from 24 million to 27.5 million. The Company’s Board of Directors also approved an amendment to the Plan to cap at 24 million the number of shares of Company common stock that may be granted thereunder as stock options.

The above summary is qualified in its entirety by the full text of the Amendment No. 1 to the Plan, which is attached hereto as Exhibit 99 and incorporated by reference herein.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS

(a)

Financial statements of businesses acquired. N/A

(b)

Pro forma financial information. N/A

(c)

Shell company transactions. N/A

(d)

Exhibits. See Exhibit Index immediately following the signature page hereto.

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SIGNATURE

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: June 2, 2008
By:	/s/ Susan S. Lanigan
	Susan S. Lanigan
	Executive Vice President and General Counsel

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EXHIBIT INDEX

Exhibit No.

Description

99

Amendment No. 1 to the 2007 Stock Incentive Plan for Key Employees of Dollar General Corporation and its Affiliates.

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