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): September 17, 2001
TRACTOR SUPPLY COMPANY
| Delaware | 000-23314 | 13-3139732 | ||
| (State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| 320 Plus Park Boulevard, Nashville, Tennessee | 37217 | |||
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s Telephone Number, Including Area Code: (615) 366-4600
| Item 4. Change in Registrant’s Certifying Accountant | ||||||||
| Item 7. Financial Statements and Exhibits | ||||||||
| SIGNATURE | ||||||||
| LETTER FROM PRICEWATERHOUSECOPPERS LLP | ||||||||
Item 4. Change in Registrant’s Certifying Accountant
(a) Previous Independent Accountants
On September 17, 2001, Tractor Supply Company (the “Company”) dismissed PricewaterhouseCoopers LLP (“PwC”) as its independent accountants.
The audit reports of PwC on the financial statements of the Company for each of the fiscal years in the two fiscal year period ended December 30, 2000 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
The decision to change accountants was approved by the Company’s Audit Committee.
During the two fiscal years ended December 30, 2000, and the subsequent interim period through September 17, 2001, there were no disagreements with PwC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to PwC’s satisfaction, would have caused them to make reference to the subject matter of the disagreement in its reports on the Company’s financial statements for such periods.
During the Company’s past two fiscal years and through September 17, 2001, PwC has not advised the Company of any reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K under the Securities Exchange Act of 1934).
The Company requested that PwC furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the statements above and, if not, stating the respects in which it does not agree. A copy of such letter is attached hereto as Exhibit 16.1 and is incorporated herein by reference.
(b) New Independent Accountants
The Company engaged Ernst & Young LLP (“E&Y”) as its new independent accountants as of September 17, 2001. During the Company’s past two fiscal years and through September 17, 2001, the Company has not consulted with E&Y regarding any matters specified in Items 304(a)(2)(i) or (ii) of Regulation S-K under the Securities Exchange Act of 1934. The Company has authorized PwC to respond fully to any inquiries from E&Y relating to its engagement as the Company’s independent accountant.
Item 7. Financial Statements and Exhibits
(c) Exhibits
| 16.1 | Letter from PricewaterhouseCoopers LLP addressed to the Securities and Exchange Commission regarding Change in Certifying Accountant |
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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 thereunto duly authorized.
| TRACTOR SUPPLY COMPANY | ||
| Date: September 21,2001 | By: /s/ Calvin B. Massmann Calvin B. Massmann Senior Vice President-Chief Financial Officer and Treasurer (Duly Authorized Officer and Principal Financial Officer) |
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