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As filed with the Securities and Exchange Commission on September 10, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Tractor Supply Company
(Exact Name of Registrant as Specified in its Charter)
Delaware 13-3139732
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
320 Plus Park Boulevard
Nashville, Tennessee 37217
(615) 366-4600
(Address, Including Zip Code, and Telephone Number,
Including Area Code, of Registrant's Principal Executive Offices)
Joseph H. Scarlett, Jr.
Chairman of the Board
and Chief Executive Officer
Tractor Supply Company
320 Plus Park Boulevard
Nashville, Tennessee 37217
(615) 366-4600
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, of Agent for Service)
Copy to:
Edward M. Kane, Esq.
Richards & O'Neil, LLP
43 Arch Street
Greenwich, Connecticut 06830
(203) 869-6222
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Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registra-
Registered Registered(1) Per Share(2) Price(2) tion Fee
- ---------- ------------- ------------ -------- --------
Common Stock, 978,912 shares $18.125 $17,742,780 $5,376.60
par value
$.008 per share
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended
(the "Securities Act"), this Registration Statement also covers such
additional indeterminate number of shares as may be issuable as a
result of a stock dividend, stock split, reorganization or other
similar transaction.
(2) The proposed maximum aggregate offering price, estimated solely for the
purpose of calculating the registration fee, has been computed pursuant
to Rule 457(h) promulgated under the Securities Act and is based on the
average of the high and low prices of Tractor Supply Company's Common
Stock, par value $.008 per share (the "Common Stock"), on September 5,
1997, as reported by The Nasdaq National Market.
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment that specifically states that this
Registration Statement shall thereafter become effective in accordance with
Section 8(a) of the Securities Act of 1933, as amended, or until this
Registration Statement shall become effective on such date as the Commission,
acting pursuant to said Section 8(a), may determine.
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SUBJECT TO COMPLETION, DATED SEPTEMBER 10, 1997
PROSPECTUS
TRACTOR SUPPLY COMPANY
978,912 Shares of Common Stock
This Prospectus relates to an offering by Investors Bank & Trust
Company (the "Selling Stockholder"), as trustee of the Tractor Supply Company
Restated 401(k) Retirement Plan, of up to 978,912 shares (the "Shares") of
common stock, par value $.008 per share (the "Common Stock"), of Tractor Supply
Company, a Delaware corporation (the "Company"). Upon the effectiveness of the
Registration Statement of which this Prospectus is a part (the "Registration
Statement"), the Tractor Supply Company 401(k) Retirement Plan will be further
amended and restated (as so amended and restated, the "401 (k) Plan").
Promptly thereafter, the Shares will be transferred to the Selling Stockholder.
The Shares were originally issued to the TSC Industries, Inc. Employee Stock
Ownership Plan (the "ESOP" and, together with the 401(k) Plan, the "Plan").
Effective March 26, 1994, the ESOP was merged into the 401(k) Plan.
The Common Stock is traded in the over-the-counter market and is quoted
on The Nasdaq National Market under the symbol "TSCO". On September 5, 1997, the
closing price of the Common Stock was $18.50, as reported by The Nasdaq
National Market.
The Company will not receive any part of the proceeds from the sale of
the Shares by the Selling Stockholder. The Company has agreed to bear all of the
expenses incurred by it in connection with the registration of the Shares. The
Selling Stockholder will pay its own expenses, including any brokerage
commissions, personal legal fees or similar expenses relating to the offer or
sale of the Selling Stockholder's Shares.
For a discussion of certain factors that should be considered by
prospective investors, see "Investment Considerations" beginning on page 5
of this Prospectus.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION NOR HAS THE COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is , 1997.
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AVAILABLE INFORMATION
A Registration Statement on Form S-3 relating to the Shares has been
filed with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Securities Act"). As permitted by the
rules and regulations of the Commission, this Prospectus omits certain
information contained in the Registration Statement. For further information
pertaining to the Shares, reference is made to the Registration Statement,
including the exhibits filed as a part thereof.
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and, in
accordance therewith, files reports, proxy statements and other information with
the Commission. Reports, proxy statements and other information filed by the
Company with the Commission can be inspected and copied at the public reference
facilities maintained by the Commission at 450 Fifth Street, N.W., Washington,
D.C. 20549, and at the following Regional Offices of the Commission: 7 World
Trade Center, Suite 1300, New York, New York 10048 and Northwest Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material can be obtained from the Public Reference Section of the Commission at
450 Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates and, to the
extent electronically filed, from the Commission's World Wide Web site at
http://www.sec.gov. The Company's Common Stock is presently quoted on The Nasdaq
National Market and all reports, proxy statements and other information
concerning the Company can be inspected at the public reference facilities of
the National Association of Securities Dealers maintained at 1735 K Street,
N.W., Washington, D.C. 20006.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents have been previously filed by the Company with
the Commission and are incorporated in this Prospectus by reference:
a. The Company's annual report on Form 10-K for the fiscal year ended
December 28, 1996.
b. The Company's quarterly report on Form 10-Q for the quarter ended
March 29, 1997.
c. The Company's quarterly report on Form 10-Q for the quarter ended
June 28, 1997.
d. The description of the Company's Common Stock contained in its
Registration Statement on Form 8-A, filed with the Commission on January 31,
1994, as amended by the Form 8-A/A of the Company, filed with the Commission on
February 14, 1994, and any amendment or report filed for the purpose of updating
such description.
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All documents subsequently filed by the Company with the Commission
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act after the
date of this Prospectus and prior to such time as the Company files a
post-effective amendment indicating that all securities offered hereby have been
sold, or which deregisters all such securities then remaining unsold, shall be
deemed to be incorporated by reference in this Prospectus and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Prospectus to the
extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
This Prospectus incorporates documents by reference which are not
presented herein or delivered herewith. The Company will provide without charge
to each person to whom this Prospectus is delivered, upon written or oral
request, a copy of any or all of the information incorporated by reference
herein (not including exhibits to such information unless such exhibits are
specifically incorporated by reference into such information). Written requests
should be addressed to: Tractor Supply Company, 320 Plus Park Boulevard,
Nashville, Tennessee 37217, Attention: Secretary. Telephone requests may be
directed to the Secretary at (615) 366-4600.
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THE COMPANY
The Company is a specialty retailer which supplies the daily farming
and maintenance needs of its target customers: hobby, part-time and full-time
farmers, as well as suburban customers, contractors and tradesmen. The Company
operates one of the largest chains of retail farm stores in the United States.
At June 28, 1997, the Company's 224 stores, located in 26 states, typically
range in size from 12,000 to 14,000 square feet of inside space and utilize at
least as many square feet of outside space. Stores are located in rural
communities and in the outlying areas of large cities where farming is a
significant factor in the local economy.
The Company meets the daily farming and maintenance needs of its target
customers with a comprehensive selection of farm maintenance products (fencing,
tractor parts and accessories, agricultural spraying equipment and tillage
parts); animal products (specialty feeds, supplements, medicines, veterinary
supplies and livestock feeders); general maintenance products (air compressors,
welders, generators, pumps, plumbing and tools); lawn and garden products
(riding mowers, tillers and fertilizers); light truck equipment; work clothing
and other products. The Company does not sell large tractors, combines, bulk
chemicals or bulk fertilizers. The Company's merchandising strategy combines
this comprehensive product selection with strong inventory support.
The Company was founded in 1938 as a catalog mail order tractor parts
supplier. In 1978, Fuqua Industries, Inc. acquired the Company, and in 1982
Fuqua, in turn, sold the Company to a group of investors, including two members
of the Company's current senior management team, both of whom are principal
stockholders. Between the acquisition in 1982 and 1996, the Company's sales have
increased from $122.5 million to $449.0 million and the Company has opened 101
stores and closed 17 stores.
The Company's principal executive offices are located at 320 Plus Park
Boulevard, Nashville, Tennessee 37217 and its telephone number is (615)
366-4600.
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INVESTMENT CONSIDERATIONS
Each prospective investor should carefully consider the following
factors before making an investment decision.
SEASONALITY, WEATHER AND GENERAL BUSINESS CONDITIONS
The Company's business is highly seasonal. Historically, the Company's
sales and profits have been the highest in the second and fourth fiscal quarters
of each year due to the farming industry's planting and harvesting seasons and
the sale of seasonal products. The Company has typically operated at a net loss
in the first fiscal quarter of each year. Unseasonable weather and excessive
rain, drought, or early or late frosts may also affect the Company's sales. The
Company believes, however, that the impact of adverse weather conditions is
somewhat mitigated by the geographic dispersion of its stores. Like many other
retail businesses, the Company may be adversely affected by unfavorable local,
regional or national economic developments that result in reduced customer
spending in the markets served by its stores. There can be no assurance that
unseasonable weather and general economic conditions will not have a material
adverse effect on the Company.
COMPETITION
The Company operates in a highly competitive market. While the Company
believes it has successfully differentiated itself from general merchandise,
home center and other specialty retailers, the Company faces select competition
from these entities, as well as competition from independently owned retail farm
stores, several regional farm store chains and farm cooperatives. Some of these
competitors are units of large national or regional chains that have
substantially greater financial and other resources than the Company.
ABILITY TO ACHIEVE FUTURE GROWTH
Management believes that the Company's ability to open additional
stores and to increase comparable store sales will be significant factors in
achieving future growth. The Company's ability to open additional stores will
depend, in part, on matters beyond the Company's control including, among other
things, suitable store sites, zoning, the availability of financing, the
availability of qualified management personnel and general business and economic
conditions. The Company believes that increases in comparable store sales will
depend, in part, on the success of the Company's merchandising and marketing
strategies. There can be no assurance that the Company's growth plans for the
future will be achieved.
DEPENDENCE ON KEY MANAGEMENT PERSONNEL
The success of the Company is largely dependent on the efforts of its
senior management. The Company does not have employment agreements with its key
executives and there can be no assurance that these individuals will continue to
work for the Company. In addition, in order
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to successfully manage its growth strategy, the Company must continue to attract
and retain qualified personnel. If several of the current key management
personnel should resign, die or become disabled, or if the Company should be
unable to continue to attract and retain qualified management personnel, there
could be a material adverse effect on the Company's results of operations.
CONTROL BY CURRENT MANAGEMENT
Approximately 23.3% of the outstanding Common Stock is held by two
members of the Company's senior management and their wives. In addition, one
current member of the Company's Board of Directors, who was formerly a member
of the Company's senior management, and his wife and children, hold an
additional 4.2% of the outstanding Common Stock. Accordingly, if such persons
vote their shares of Common Stock in the same manner, they may have sufficient
voting power to influence the election of the entire Board of Directors of the
Company, and, in general, to determine the outcome of any corporate
transactions or other matters submitted to the stockholders for approval,
including mergers and sales of assets, and to prevent, or cause, a change in
control of the Company. Also, because of their positions as three of the six
directors of the Company and two of its executive officers, these individuals
may also have the ability, if they act together, to generally direct the
business, affairs and operations of the Company.
DEFERRED TAX LIABILITY
A substantial portion of the current deferred tax liability of the
Company relates to the tax treatment of certain inventory and other assets
acquired by the Company in connection with an acquisition in 1982. Recent cases
cast some doubt as to whether the Company's tax position with respect to such
inventory and other assets would be sustained if challenged. If the Company were
challenged on its tax position, no assurance can be given as to the outcome.
However, the Company believes, based upon its understanding of the resolution of
similar situations by others, that it has established adequate reserves and
that, accordingly, resolution of this issue would not have a material adverse
effect on its results of operations or financial position.
ANTI-TAKEOVER EFFECTS
Certain provisions of the Company's Restated Certificate of
Incorporation, as amended, and Amended and Restated Bylaws could have the effect
of discouraging, delaying or preventing a change of control of the Company,
diminishing opportunities for stockholder participation in tender offers,
reducing the influence of stockholders in corporate governance and inhibiting
fluctuations in the market price of the Common Stock that could result from
attempted takeovers of the Company. Among other things, such provisions: (i)
provide the Company's Board of Directors with broad discretion to issue
preferred stock, (ii) provide for three year terms for the directors of the
Company and the election of such directors on a staggered basis, (iii) provide
that the number of directors of the Company may be changed only by a resolution
of the Board
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of Directors, (iv) provide required advance notice procedures before any
stockholder proposal relating to the nomination of candidates for election as
directors and certain other matters may be brought before an annual meeting of
the Company's stockholders, and (v) provide that the Company's stockholders are
not permitted to call special meetings of the stockholders or to require the
Board of Directors or any officer of the Company to call a special meeting of
the stockholders.
The Company is subject to the anti-takeover provisions of Section 203
of the Delaware General Corporation Law, which prohibits the Company from
engaging in a "business combination" with an "interested stockholder" for a
period of three years after the date on which the person first becomes an
"interested stockholder," unless the business combination is approved in a
prescribed manner. The application of these provisions could have the effect of
delaying or preventing a change of control of the Company, which could adversely
effect the market price of the Company's Common Stock.
SHARES ELIGIBLE FOR FUTURE SALE
Pursuant to its Restated Certificate of Incorporation, as amended, the
Company has the authority to issue additional shares of Common Stock and shares
of one or more series of Preferred Stock. No prediction can be made as to the
effect, if any, that future sales of shares of stock or the availability of such
shares for sale will have on the market price of the Common Stock prevailing
from time to time. Sales of substantial amounts of stock, or the perception that
such sales might occur, could adversely affect prevailing market prices of the
Common Stock.
PIGGYBACK REGISTRATION RIGHTS
The holders of approximately 3,731,000 outstanding shares of Common
Stock have the right, exercisable until May 1, 2001, to require the Company to
register all such shares under the Securities Act in the event the Company
registers certain additional shares of the Common Stock. The existence of such
piggyback registration rights could have an adverse effect on the orderly
marketing of, and the market price for, the Common Stock.
NO DIVIDENDS ON COMMON STOCK
The Company anticipates that for the foreseeable future all earnings
will be retained for the future operation and expansion of its business and that
the Company will not pay cash dividends on the Common Stock. The Company is also
restricted from paying cash dividends by the terms of the note agreement which
relates to mortgage notes on certain of its properties.
THE SELLING STOCKHOLDER
The following table sets forth the name of the Selling Stockholder and
(i) the number of shares of Common Stock beneficially owned by the Selling
Stockholder on September 10, 1997, (ii) the number of shares of Common Stock to
be acquired by the Selling Stockholder pursuant to the
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Plan and being offered hereby, and (iii) the number of shares of Common Stock
and the percentage of the total class of Common Stock outstanding on September
10, 1997, that will be beneficially owned by the Selling Stockholder following
this offering. There can be no assurance that the Selling Stockholder will sell
any or all of the Shares offered hereby.
NUMBER
OF SHARES OF PERCENTAGE
NUMBER OF COMMON OF COMMON
SHARES NUMBER OF STOCK STOCK
OF COMMON SHARES OF BENEFICIALLY BENEFICIALLY
STOCK COMMON OWNED OWNED
NAME AND POSITION BENEFICIALLY STOCK AFTER AFTER
WITH THE COMPANY OWNED OFFERED OFFERING(1) OFFERING
Investors Bank
& Trust Company,
as trustee of the Plan -0-(2) 978,912 -0- 0%
- ------------------
(1) Assumes that the Selling Stockholder disposes of all of the Shares
covered in this Prospectus and does not acquire any additional shares
of Common Stock.
(2) Promptly after the effectiveness of the Registration Statement of which
this Prospectus is a part, 978,912 Shares will be transferred to the
Selling Stockholder, as trustee of the Plan.
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PLAN OF DISTRIBUTION
The sale of the Shares by the Selling Stockholder may be effected from
time to time in transactions (which may include block transactions) on The
Nasdaq National Market or on such other exchange or market in which the Common
Stock may from time to time be trading, in negotiated transactions, or a
combination of such methods of sale, at fixed prices which may be changed, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, or at negotiated prices. The Selling Stockholder may
effect such transactions by selling Shares directly to purchasers or to or
through broker-dealers which may act as agents or principals. Such
broker-dealers may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholder or the purchasers of Shares for whom
such broker-dealers may act as agent or to whom they sell as principal, or both
(which compensation as to a particular broker-dealer might be in excess of
customary commissions). Any such broker or dealer may be deemed to be an
"underwriter" within the meaning of Section 2(11) of the Act, and any
commissions received by any such broker or dealer in connection with such sales
and any profits received by any such broker or dealer on the resale of any
Shares acquired as principal may be deemed to be underwriting compensation.
The Company has agreed to bear all of the expenses incurred by it in
connection with the registration of the Shares. The Selling Stockholder will pay
its own expenses, including any brokerage commissions, personal legal fees or
similar expenses relating to the offer or sale of the Selling Stockholder's
Shares.
USE OF PROCEEDS
The Company will not realize any proceeds from the sale of the Shares
by the Selling Stockholder.
LEGAL MATTERS
The legality of the securities offered hereby will be passed upon for
the Company by Richards & O'Neil, LLP, New York, New York.
EXPERTS
The financial statements incorporated in this Prospectus and
Registration Statement by reference from the Company's Annual Report on Form
10-K for the fiscal year ended December 28, 1996 have been audited by Price
Waterhouse LLP, independent accountants, as stated in their report which is
incorporated herein by reference, and have been so incorporated in reliance on
the report of Price Waterhouse LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
Not applicable.
Item 15. Indemnification of Directors and Officers
Section 145 of the General Corporation Law of the State of Delaware
(the "DGCL") grants each corporation organized thereunder, such as the Company,
the power to indemnify its directors and officers against liabilities for
certain of their acts. Article VI of the Amended and Restated By-Laws of the
Company provides for indemnification of directors and officers of the Company to
the extent permitted by Section 145 of the DGCL. Section 102(b)(7) of the DGCL
permits a provision in the certificate of incorporation of each corporation
organized thereunder, such as the Company, eliminating or limiting, with certain
exceptions, the personal liability of a director to the corporation or its
stockholders for monetary damages for certain breaches of fiduciary duty as a
director. Article Seventh of the Restated Certificate of Incorporation, as
amended, of the Company eliminates the liability of directors except to the
extent that such liability arises (i) from a breach of the director's duty of
loyalty to the Company or its stockholders, (ii) as a result of acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) under Section 174 of the DGCL, or (iv) from any
transaction from which the director derived an improper personal benefit. The
foregoing statements are subject to the detailed provisions of Section 102(b)(7)
of the DGCL, Article Seventh of the Restated Certificate of Incorporation, as
amended, of the Company and Article VI of the Amended and Restated By-Laws of
the Company, as applicable.
The Company maintains directors' and officers' liability insurance
which insures against certain liabilities that directors and officers of the
Company may incur in such capacities.
Item 16. Exhibits
The following exhibits are filed (except where otherwise indicated) as
part of this Registration Statement:
Exhibit No. Description
- ----------- -----------
3.1 Restated Certificate of Incorporation, as amended, of the
Company, filed with the Delaware Secretary of State on
February 14, 1994 (filed as Exhibit 3.1 to the Company's
Form 10-Q for the fiscal quarter ended June 28, 1997, filed
with the Commission on August 8, 1997, and incorporated
herein by reference).
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3.2 Certificate of Amendment of the Restated Certificate of
Incorporation, as amended, of the Company, filed with the
Delaware Secretary of State on April 28, 1995 (filed as
Exhibit 3.2 to the Company's Form 10-Q for the fiscal
quarter ended June 28, 1997, filed with the Commission on
August 8, 1997, and incorporated herein by reference).
3.3 Certificate of Amendment of the Restated Certificate of
Incorporation, as amended, filed with the Delaware
Secretary of State on May 13, 1997 (filed as Exhibit 3.3 to
the Company's Form 10-Q for the fiscal quarter ended June
28, 1997, filed with the Commission on August 8, 1997,
and incorporated herein by reference).
3.4 Amended and Restated By-Laws of the Company (filed as
Exhibit 3.7 to the Company's Registration Statement on Form
S-1, Registration No. 33-73028, filed with the Commission
on December 17, 1993, and incorporated herein by
reference).
4.1 Tractor Supply Company Restated 401(k) Retirement Plan,
dated September 5, 1997 (the "401(k) Plan").
4.2 Trust Agreement, dated July 1, 1997, by and
between the Company and Investors Bank & Trust Company, as
Trustee, relating to the 401(k) Plan.
5 Opinion of Richards & O'Neil, LLP as to the legality of the
securities being registered.
23.1 Consent of Price Waterhouse LLP to the incorporation by
reference in this Registration Statement of their report on
the financial statements included in the Company's annual
report on Form 10-K for the fiscal year ended December 28,
1996.
23.2 Consent of Richards & O'Neil, LLP (included in the opinion
filed as Exhibit 5).
24.1 Power of Attorney, dated July 24, 1997, of Joseph H.
Scarlett, Jr.
24.2 Power of Attorney, dated July 24, 1997, of Thomas O. Flood.
24.3 Power of Attorney, dated July 24, 1997, of Joseph D.
Maxwell.
24.4 Power of Attorney, dated July 24, 1997, of Thomas J.
Hennesy, III.
24.5 Power of Attorney, dated July 24, 1997, of Joseph M.
Rodgers.
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24.6 Power of Attorney, dated July 24, 1997, of S.P. Braud.
Item 17. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts
or events arising after the effective date of the
Registration Statement (or the most recent
post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change
in the information set forth in the Registration
Statement;
(iii) To include any material information with
respect to the plan of distribution not previously
disclosed in the Registration Statement or any
material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of
this section do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference
in the Registration Statement.
(2) That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of the
offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in the Registration Statement
shall be deemed to be a new registration statement relating to the
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securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Nashville, State of Tennessee, on this 10th day
of September, 1997
TRACTOR SUPPLY COMPANY
By: /s/ Joseph H. Scarlett, Jr.*
------------------------------------
Joseph H. Scarlett, Jr.
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature Title Date
- --------- ----- ----
/s/ Joseph H. Scarlett, Jr.* Chairman of the Board, Chief September 10, 1997
- ---------------------------- Executive Officer and Director
Joseph H. Scarlett, Jr. (Principal Executive Officer)
/s/ Thomas O. Flood* Senior Vice President -- September 10, 1997
- ---------------------------- Administration and Finance,
Thomas O. Flood Treasurer, Chief Financial
Officer and Director (Principal
Financial Officer and Principal
Accounting Officer)
/s/ Joseph D. Maxwell* Director September 10, 1997
- ----------------------------
Joseph D. Maxwell
/s/ Thomas J. Hennesy, III* Director September 10, 1997
- ----------------------------
Thomas J. Hennesy, III
/s/ Joseph M. Rodgers* Director September 10, 1997
- ----------------------------
Joseph M. Rodgers
/s/ S.P. Braud* Director September 10, 1997
- ----------------------------
S.P. Braud
* By: /s/ Michael J. Kincaid
----------------------
Michael J. Kincaid
Attorney-In-Fact
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18
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
3.1 Restated Certificate of Incorporation, as amended, of the
Company, filed with the Delaware Secretary of State on
February 14, 1994 (filed as Exhibit 3.1 to the Company's
Form 10-Q for the fiscal quarter ended June 28, 1997, filed
with the Commission on August 8, 1997, and incorporated
herein by reference).
3.2 Certificate of Amendment of the Restated Certificate of
Incorporation, as amended, of the Company, filed with the
Delaware Secretary of State on April 28, 1995 (filed as
Exhibit 3.2 to the Company's Form 10-Q for the fiscal
quarter ended June 28, 1997, filed with the Commission on
August 8, 1997, and incorporated herein by reference).
3.3 Certificate of Amendment of the Restated Certificate of
Incorporation, as amended, filed with the Delaware
Secretary of State on May 13, 1997 (filed as Exhibit 3.3 to
the Company's Form 10-Q for the fiscal quarter ended June
28, 1997, filed with the Commission on August 8, 1997,
and incorporated herein by reference).
3.4 Amended and Restated By-Laws of the Company (filed as
Exhibit 3.7 to the Company's Registration Statement on Form
S-1, Registration No. 33-73028, filed with the Commission
on December 17, 1993, and incorporated herein by
reference).
4.1 Tractor Supply Company Restated 401(k) Retirement Plan,
dated September 5, 1997 (the
"401(k) Plan").
4.2 Trust Agreement, dated July 1,1997, by and
between the Company and Investors Bank & Trust Company, as
Trustee, relating to the 401(k) Plan.
5 Opinion of Richards & O'Neil, LLP as to the legality of the
securities being registered.
23.1 Consent of Price Waterhouse LLP to the incorporation by
reference in this Registration Statement of their report on
the financial statements included in the Company's annual
report on Form 10-K for the fiscal year ended December 28,
1996.
23.2 Consent of Richards & O'Neil, LLP (included in the opinion
filed as Exhibit 5).
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19
24.1 Power of Attorney, dated July 24, 1997, of Joseph H.
Scarlett, Jr.
24.2 Power of Attorney, dated July 24, 1997, of Thomas O. Flood.
24.3 Power of Attorney, dated July 24, 1997, of Joseph D.
Maxwell.
24.4 Power of Attorney, dated July 24, 1997, of Thomas J.
Hennesy, III.
24.5 Power of Attorney, dated July 24, 1997, of Joseph M.
Rodgers.
24.6 Power of Attorney, dated July 24, 1997, of S.P. Braud.
S - 3