<PAGE> 1
As filed with the Securities and Exchange Commission on August 23, 1996
Registration No. 33-
---------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
Tractor Supply Company
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(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
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(Address of Principal Executive Offices) (Zip Code)
1996 Associate Stock Purchase Plan
---------------------------------------------
(Full Title of the Plan)
Joseph H. Scarlett, Jr.
Chairman of the Board
and Chief Executive Officer
Tractor Supply Company
320 Plus Park Boulevard
Nashville, Tennessee 37217
---------------------------------------------
(Name and Address of Agent for Service)
(615) 366-4600
---------------------
(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
_________________
The Exhibit Index is on page 10
<PAGE> 2
<TABLE>
<CAPTION>
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
- ---------- ------------- ------------ -------- ---------
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 shares $21.875 $21,875,000 $7,543
par value
$.008 per share
- --------------------------------------------------------------------------------------------------------
</TABLE>
(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 under the
Tractor Supply Company 1996 Associate Stock Purchase Plan (the "Plan")
as a result of certain stock dividends, stock splits, reorganizations
and other similar transactions.
(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 August 19, 1996, as reported by the Nasdaq National
Market.
2
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document or documents containing the information specified
in Part I are not required to be filed by Tractor Supply Company (the
"Company") with the Securities and Exchange Commission (the "Commission") as
part of this Form S-8 Registration Statement (the "Registration Statement").
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents have been previously filed by the
Company with the Commission and are incorporated in this Registration Statement
by reference:
a. The Company's annual report on Form 10-K for the fiscal
year ended December 30, 1995.
b. The Company's quarterly report on Form 10-Q for the fiscal
quarter ended March 30, 1996.
c. The Company's quarterly report on Form 10-Q for the fiscal
quarter ended June 29, 1996.
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.
All documents subsequently filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") after the date of this Registration
Statement and prior to such time as the Company files a post-effective
amendment to this Registration Statement 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 Registration
Statement 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 Registration Statement 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
3
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shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. 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 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 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 7. Exemption from Registration Claimed
Not Applicable.
Item 8. Exhibits
The following exhibits are filed (except where otherwise
indicated) as part of this Registration Statement:
4
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<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 Restated Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on
February 14, 1994 (filed as Exhibit 3.5 to Amendment No. 2 to the Company's Registration Statement
on Form S-1, Registration No. 33-73028, filed with the Commission on February 14, 1994, and
incorporated herein by reference).
4.2 Certificate of Amendment of the Restated Certificate of Incorporation of the Company, filed with the
Delaware Secretary of State on April 28, 1995 (filed as Exhibit 1 to the Company's quarterly report
on Form 10-Q for the fiscal quarter ended July 1, 1995, filed with the Commission on August 4, 1995,
and incorporated herein by reference).
4.3 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).
4.4 1996 Associate Stock Purchase 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 30, 1995.
23.2 Consent of Richards & O'Neil, LLP (included in the opinion filed as Exhibit 5).
24.1 Power of Attorney, dated August 5, 1996, of Joseph H. Scarlett, Jr.
24.2 Power of Attorney, dated August 5, 1996, of Gerald E. Newkirk.
24.3 Power of Attorney, dated August 5, 1996, of Thomas O. Flood.
24.4 Power of Attorney, dated August 5, 1996, of Joseph D. Maxwell.
24.5 Power of Attorney, dated August 5, 1996, of Thomas J. Hennesy, III.
24.6 Power of Attorney, dated August 5, 1996, of Joseph M. Rodgers.
24.7 Power of Attorney, dated August 5, 1996, of Douglas J. Tigert.
24.8 Power of Attorney, dated August 5, 1996, of S.P. Braud.
</TABLE>
5
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Item 9. 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.
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(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
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.
7
<PAGE> 8
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-8 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 23rd day of August, 1996.
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.
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Joseph H. Scarlett, Jr. * Chairman of the Board, Chief August 23, 1996
------------------------------- Executive Officer and Director
Joseph H. Scarlett, Jr. (Principal Executive Officer)
/s/ Gerald E. Newkirk * President, Chief Operating Officer August 23, 1996
------------------------------- and Director
Gerald E. Newkirk
/s/ Thomas O. Flood * Senior Vice President -- August 23, 1996
- -------------------------------- Administration and Finance,
Thomas O. Flood Treasurer, Chief Financial Officer
and Director (Principal Financial
Officer and Principal Accounting
Officer)
/s/ Joseph D. Maxwell * Director August 23, 1996
-------------------------------
Joseph D. Maxwell
/s/ Thomas J. Hennesy, III * Director August 23, 1996
-------------------------------
Thomas J. Hennesy, III
/s/ Joseph M. Rodgers * Director August 23, 1996
-------------------------------
Joseph M. Rodgers
</TABLE>
8
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<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Douglas J. Tigert * Director August 23, 1996
-------------------------------
Douglas J. Tigert
/s/ S.P. Braud * Director August 23, 1996
-------------------------------
S.P. Braud
</TABLE>
____________________________________
* By: /s/ Michael J. Kincaid
------------------------------
Michael J. Kincaid
Attorney-In-Fact
9
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
<S> <C>
4.1 Restated Certificate of Incorporation of the Company, filed with the Delaware Secretary of State on
February 14, 1994 (filed as Exhibit 3.5 to Amendment No. 2 to the Company's Registration Statement
on Form S-1, Registration No. 33-73028, filed with the Commission on February 14, 1994, and
incorporated herein by reference).
4.2 Certificate of Amendment of the Restated Certificate of Incorporation of the Company, filed with the
Delaware Secretary of State on April 28, 1995 (filed as Exhibit 1 to the Company's quarterly report
on Form 10-Q for the fiscal quarter ended July 1, 1995, filed with the Commission on August 4, 1995,
and incorporated herein by reference).
4.3 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).
4.4 1996 Associate Stock Purchase 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 30, 1995.
23.2 Consent of Richards & O'Neil, LLP (included in the opinion filed as Exhibit 5).
24.1 Power of Attorney, dated August 5, 1996, of Joseph H. Scarlett, Jr.
24.2 Power of Attorney, dated August 5, 1996, of Gerald E. Newkirk.
24.3 Power of Attorney, dated August 5, 1996, of Thomas O. Flood.
24.4 Power of Attorney, dated August 5, 1996, of Joseph D. Maxwell.
24.5 Power of Attorney, dated August 5, 1996, of Thomas J. Hennesy, III.
24.6 Power of Attorney, dated August 5, 1996, of Joseph M. Rodgers.
24.7 Power of Attorney, dated August 5, 1996, of Douglas J. Tigert.
24.8 Power of Attorney, dated August 5, 1996, of S.P. Braud.
</TABLE>
10
<PAGE> 1
EXHIBIT 4.4
1996 ASSOCIATE STOCK PURCHASE PLAN
<PAGE> 2
TRACTOR SUPPLY COMPANY
1996 ASSOCIATE STOCK PURCHASE PLAN
Tractor Supply Company (the "Company") does hereby
establish its 1996 Associate Stock Purchase Plan (the "Plan") as follows:
1. PURPOSE
The purpose of the Plan is to provide associates of
the Company and its subsidiaries with an opportunity to purchase Common Stock
of the Company through accumulated payroll deductions. It is the intention of
the Company to have the Plan qualify as an "Employee Stock Purchase Plan" under
Section 423 of the Internal Revenue Code of 1986, as amended. The provisions of
the Plan shall, accordingly, be construed so as to extend and limit
participation in a manner consistent with the requirements of that section of
the Code.
2. DEFINITIONS
(a) "Associate" shall mean any person who is
customarily employed for at least twenty (20) hours per week and more than five
(5) months in a calendar year by the Company or any Subsidiary of the Company.
(b) "Board" shall mean the Board of Directors of
the Company and any committee of the Board appointed pursuant to Section 13
hereof.
(c) "Code" shall mean the Internal Revenue Code
of 1986, as amended.
(d) "Common Stock" shall mean the Common Stock,
$.008 par value per share, of the Company.
(e) "Company" shall mean Tractor Supply Company,
a Delaware corporation.
(f) "Compensation" shall mean all regular
straight time earnings and all payments for overtime, shift premium, incentive
compensation, bonuses, payments in lieu of vacation or sick leave, and
commissions, in each case before any deductions required by law or authorized
by the Employee, including, without limitation, pursuant to any deferred
compensation arrangement. Compensation does not include any other cash payment
or employee benefit, including, without limitation, severance payments,
payments by the Company of social security, worker's compensation, unemployment
compensation, any disability payments or other payments required by statute,
and any payments or contributions by the Company for insurance or other
employee benefit plans.
<PAGE> 3
(g) "Continuous Status as an Associate" shall
mean the absence of any interruption or termination of service as an Associate.
Continuous Status as an Associate shall not be considered interrupted in the
case of a leave of absence agreed to in writing by the Company or any
Subsidiary of the Company, provided either that such leave is for a period of
not more than 90 days or reemployment upon the expiration of such leave is
guaranteed by contract or statute.
(h) "Enrollment Date" shall mean the first day
of each Offering Period.
(i) "Exchange Act" shall mean the Securities
Exchange Act of 1934, as amended, and the rules and regulations promulgated
thereunder.
(j) "Exercise Date" shall mean the last day of
an Offering Period.
(k) "Fair Market Value" of a share of Common
Stock on any date shall mean an amount determined by the Board on such basis as
it, acting in good faith, shall deem appropriate; provided, however, that (i)
in the event the Common Stock is then quoted on the Nasdaq National Market, the
Fair Market Value of a share of Common Stock on any date shall mean the closing
price of a share of Common Stock on the Nasdaq National Market on such date,
(ii) in the event the Common Stock is then traded over the counter but is not
quoted on the Nasdaq National Market, the Fair Market Value of a share of
Common Stock on any date shall mean the average of the closing bid and asked
prices on such date, and (iii) in the event the Common Stock is then listed on
any stock exchange, the Fair Market Value of a share of Common Stock on any
date shall mean the closing price on the principal such exchange on such date.
Whenever possible, the determination of Fair Market Value shall be based on the
prices reported in The Wall Street Journal. In the event that a closing price,
or bid or asked price, is not available for a particular date, the Fair Market
Value of a share of Common Stock of the Company on such date shall be the Fair
Market Value of a share of Common Stock of the Company on the last business day
prior to such date for which a closing price, or bid and asked price, is
available.
(l) "Offering Period" shall mean each period
during which an Associate may acquire shares of Common Stock under the Plan as
provided in Section 4 hereof.
(m) "Parent" of the Company shall mean, at the
time of the granting of any option under the Plan, any corporation (other than
the Company) in an unbroken chain of corporations ending with the Company if
each of the corporations in such unbroken chain (other than the Company) owns
stock possessing 50% or more of the total combined voting power of all classes
of stock in one of the other corporations in such unbroken chain.
(n) "Plan" shall mean this 1996 Associate Stock
Purchase Plan.
(o) "Securities Act" shall mean the Securities
Act of 1933, as amended, and the rules and regulations promulgated thereunder.
- 2 -
<PAGE> 4
(p) "Subsidiary" of the Company shall mean, at
the time of the granting of any option under the Plan, any corporation (other
than the Company) in an unbroken chain of corporations beginning with the
Company if each of the corporations in such unbroken chain (other than the last
such corporation) owns stock possessing 50% or more of the total combined
voting power of all classes of stock in one of the other corporations in such
unbroken chain.
3. ELIGIBILITY
(a) Any Associate who is employed by the Company
or any Subsidiary of the Company on a given Enrollment Date shall be eligible
to participate in the Plan, subject to any limitations imposed by Section
423(b) of the Code.
(b) Any provisions of the Plan to the contrary
notwithstanding, no Associate shall be granted an option under the Plan (i) if,
immediately after the grant, such Associate (or any other person whose stock
would be attributed to such Associate pursuant to Section 424(d) of the Code)
would own stock or hold outstanding options to purchase stock possessing in the
aggregate five percent (5%) or more of the total combined voting power or value
of all classes of stock of the Company (or of any Parent or Subsidiary of the
Company), or (ii) which permits such Associate's rights to purchase stock under
all employee stock purchase plans of the Company (and under all employee stock
purchase plans maintained by any Parent or Subsidiary of the Company) to accrue
at a rate which exceeds Twenty- Five Thousand Dollars ($25,000) of Fair Market
Value of such stock (determined at the time such option is granted) for each
calendar year in which such option is outstanding. For this purpose, a right to
purchase stock accrues when it first becomes exercisable during the calendar
year.
4. OFFERING PERIODS
The Plan shall be implemented by consecutive three
(3) month Offering Periods with a new Offering Period commencing on January 1,
April 1, July 1 and October 1 of each year, commencing October 1, 1996, or as
otherwise determined by the Board, and continuing thereafter until the Plan is
terminated in accordance with Section 19 hereof. The Board shall have the power
to change the duration of Offering Periods with respect to future offerings.
5. PARTICIPATION
(a) An eligible Associate may become a
participant in the Plan for any Offering Period by completing a subscription
agreement authorizing payroll deductions on the form provided by the Company
and filing it with the Company's Payroll Department during normal business
hours at least fifteen days prior to the applicable Enrollment Date. Once
enrolled, a participant will continue to participate in the Plan for each
succeeding Offering Period until the withdrawal of the participant from the
Plan in accordance with Section 10 hereof.
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<PAGE> 5
(b) Payroll deductions for a participant shall
commence on the first payroll date coinciding with or following the Enrollment
Date for each Offering Period and shall end on the last payroll date in each
Offering Period until the withdrawal of the participant in accordance with
Section 10 hereof.
6. PAYROLL DEDUCTIONS
(a) At the time a participant files his or her
subscription agreement, the participant shall elect to have payroll deductions
made on each payroll date during each Offering Period. A participant may
authorize payroll deductions in a fixed dollar amount or fixed percentage of
Compensation per payroll date, subject to Section 3(b) hereof and any minimum
or other limitation specified by the Board.
(b) All payroll deductions made by a participant
shall be credited to his or her account under the Plan. A participant may not
make any additional payments into such account.
(c) A participant may discontinue his or her
participation in the Plan as provided in Section 10 hereof, may reduce the rate
of his or her payroll deductions by delivery of written notice to the Payroll
Department at least fifteen days prior to the payroll date for which such
reduction is to be effective and may increase (subject to any limitations
adopted by the Board pursuant to Section 6(a) hereof) the rate of his or her
payroll deductions effective as of the Enrollment Date of the next Offering
Period by completing a new subscription agreement and filing it with the
Company at least fifteen days prior to such Enrollment Date.
(d) Notwithstanding the foregoing, to the extent
necessary to comply with Section 423(b)(8) of the Code and paragraph 3(b)
hereof, a participant's payroll deductions may be decreased to 0% during any
Offering Period at such time as the aggregate of all payroll deductions
accumulated with respect to such Offering Period and any other Offering Periods
ending within the same calendar year under the Plan (and under any other
employee stock purchase plan maintained by the Company, or any Parent or
Subsidiary of the Company) equal $21,250. Payroll deductions shall recommence
at the rate provided in such participant's subscription agreement at the
beginning of the first Offering Period which is scheduled to end in the
following calendar year, unless the participant's participation in the Plan is
sooner terminated pursuant to Section 10 hereof.
7. GRANT OF OPTION
(a) On the Enrollment Date of each Offering
Period, each eligible Associate participating in such Offering Period shall be
deemed to have been granted an option to purchase on the Exercise Date for such
Offering Period up to the number of full shares of the Company's Common Stock
determined by dividing such Associate's payroll deductions accumulated during
such Offering Period by the applicable option price per share for such Offering
Period.
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<PAGE> 6
(b) The option price per share of Common Stock in
a given Offering Period shall be the lower of: (i) 85% of the Fair Market Value
of a share of Common Stock on the Enrollment Date for such Offering Period; and
(ii) 85% of the Fair Market Value of a share of Common Stock of the Company on
the Exercise Date for such Offering Period.
8. EXERCISE OF OPTION
Unless a participant withdraws from the Plan as
provided in Section 10 hereof, his or her option for the purchase of shares
will be exercised automatically on the Exercise Date of each Offering Period,
and the maximum number of full shares subject to such option will be purchased
for the participant at the applicable option price with the accumulated payroll
deductions in his or her account. A participant's option to purchase shares
hereunder is exercisable only by the participant during his or her lifetime.
Any amount remaining in the participant's account after an Exercise Date as a
result of being insufficient to purchase a full share of Common Stock shall be
held in the participant's account until the Exercise Date in the next Offering
Period or the earlier withdrawal of the participant from the Plan pursuant to
Section 10 hereof.
9. DELIVERY
Shares of Common Stock purchased on any Exercise Date
shall be delivered to a broker designated by the Board to hold shares for the
benefit of participants in the Plan. Such shares shall be delivered as physical
certificates or by means of a book entry system as determined by the Board from
time to time. Although a participant may direct the broker to sell such shares
at any time (subject to the restrictions of Section 15 hereof and applicable
securities laws), the shares otherwise must be held in an account with the
broker designated by the Board until 24 months after the Enrollment Date of the
Offering Period during which the shares were purchased. Following such 24-month
period, a participant may transfer his or her shares to another broker or to
any other person but all costs incident to such transfer shall be paid by the
participant.
10. WITHDRAWAL; TERMINATION OF EMPLOYMENT
(a) A participant may withdraw all but not less
than all of the payroll deductions credited to his or her account under the
Plan at any time prior to the Exercise Date of any Offering Period by giving
written notice to the Company. All of the participant's payroll deductions
credited to his or her account will be paid to the participant promptly after
receipt of the participant's notice of withdrawal and the participant's
participation in the Plan will be automatically terminated, and no further
payroll deductions for the purchase of shares will be made. Payroll deductions
will not resume on behalf of a participant who has withdrawn from the Plan
unless a new subscription agreement is delivered to the Company at least
fifteen days prior to the Enrollment Date for any succeeding Offering Period
directing the Company to resume payroll deductions.
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<PAGE> 7
(b) Upon termination of a participant's
Continuous Status as an Associate prior to the Exercise Date of an Offering
Period for any reason, including retirement, death or the failure to be
customarily employed for at least twenty (20) hours per week and more than five
(5) months per calendar year, the payroll deductions credited to the
participant's account will be returned to the participant or, in the case of
death, to the person or persons entitled thereto under Section 14 hereof, and
such participant's option will be automatically terminated.
11. INTEREST
No interest shall accrue on the payroll deductions
of a participant in the Plan.
12. STOCK
(a) Subject to the approval of an increase in the
number of authorized shares of the Company's Common Stock by the stockholders
of the Company, the maximum number of shares of the Company's Common Stock that
shall be made available for sale under the Plan shall be 1,000,000 shares.
Until such time as the stockholders of the Company have approved an increase in
the number of authorized shares of the Company's Common Stock, the maximum
number of shares of the Company's Common Stock that shall be made available for
sale under the Plan shall be 500,000 shares. The number of shares of the
Company's Common Stock that shall be made available for sale under the Plan
shall be subject to certain adjustments upon changes in capitalization of the
Company as provided in Section 18 hereof. The shares of Common Stock sold under
the Plan may be authorized but unissued shares, reacquired shares held in
treasury or shares purchased on the open market. If on a given Exercise Date
the number of shares with respect to which options are to be exercised exceeds
the number of shares then available, the Company shall make a pro rata
allocation of the remaining shares in as uniform a manner as shall be
practicable and as it shall determine to be equitable.
(b) A participant will have no interest or voting
right in shares of Common Stock covered by the participant's option until such
option has been exercised.
(c) Shares sold to a participant under the Plan
will be registered in the name of the participant or in the name of the
participant and the participant's spouse.
13. ADMINISTRATION
The Plan shall be administered by the Board or a
committee appointed by the Board. The administration, interpretation and
application of the Plan by the Board and its committee shall be final,
conclusive and binding upon all participants. Members of the Board who are
eligible Associates are permitted to participate in the Plan, provided that:
- 6 -
<PAGE> 8
(a) Members of the Board who are eligible to
participate in the Plan may not vote on any matter affecting the administration
of the Plan or the grant of any option pursuant to the Plan; and
(b) If a committee is established to administer
the Plan, no member of the Board who is eligible to participate in the Plan may
be a member of the committee.
14. DESIGNATION OF BENEFICIARY
(a) A participant may file a written designation
of a beneficiary who is to receive any shares and cash from the participant's
account under the Plan in the event of such participant's death with the
Company's Payroll Department.
(b) Such designation of beneficiary may be
changed by the participant at any time by written notice to the Company's
Payroll Department. In the event of the death of a participant and in the
absence of a beneficiary validly designated under the Plan who is living at the
time of such participant's death, the Company shall deliver any shares and cash
in the participant's account to the executor or administrator of the estate of
the participant, or if no such executor or administrator has been appointed (to
the knowledge of the Company), the Company, in its discretion, may deliver such
shares and cash to the spouse or to any one or more dependents or relatives of
the participant, or if no spouse, dependent or relative is known to the
Company, then to such other person as the Company may designate.
15. TRANSFERABILITY
Neither payroll deductions credited to a
participant's account nor any rights with regard to the exercise of an option
or to receive shares under the Plan may be assigned, transferred, pledged or
otherwise disposed of in any way (other than by will, the laws of descent and
distribution or as provided in Section 14 hereof) by the participant. Any such
attempt at assignment, transfer, pledge or other disposition shall be without
effect, except that the Company may treat such act as an election to withdraw
funds in accordance with Section 10 hereof.
16. USE OF FUNDS
All payroll deductions received or held by the
Company under the Plan may be used by the Company for any corporate purpose,
and the Company shall not be obligated to segregate such payroll deductions.
17. REPORTS
Individual accounts will be maintained for each
participant in the Plan. A statement of account will be given to each
participant quarterly promptly following each Exercise Date, which statement
will set forth the amount of payroll deductions for the preceding
- 7 -
<PAGE> 9
Offering Period, the per share option price in effect and the number of shares
purchased on such Exercise Date, and the remaining cash balance, if any.
18. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
(a) Subject to any required action by the
stockholders of the Company, the number of shares of Common Stock covered by
each option under the Plan which has not yet been exercised and the number of
shares of Common Stock which have been authorized for issuance under the Plan
but have not yet been placed under option (collectively, the "Reserves"), as
well as the price per share of Common Stock covered by each option under the
Plan which has not yet been exercised, shall be proportionately adjusted for
any increase or decrease in the number of issued and outstanding shares of
Common Stock resulting from a stock split or the payment of a stock dividend
(but only on the Common Stock) or any other increase or decrease in the number
of shares of outstanding Common Stock effected without receipt of consideration
by the Company; provided, however, that conversion of any convertible
securities of the Company shall not be deemed to have been "effected without
receipt of consideration." Such adjustment shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. Except as
expressly provided herein, no issue by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock subject to an option under the Plan.
(b) In the event of the proposed dissolution or
liquidation of the Company, any then current Offering Period will terminate
immediately prior to the consummation of such proposed action unless otherwise
provided by the Board. In the event of a proposed sale of all or substantially
all of the assets of the Company, or the merger of the Company with or into
another corporation, each option under the Plan shall be assumed or an
equivalent option shall be substituted by such successor corporation, or a
parent or subsidiary of such successor corporation, unless the Board
determines, in the exercise of its sole discretion, that each participant shall
have the right to exercise any unexercised option in lieu of such assumption or
substitution. If the Board makes any unexercised options fully exercisable in
lieu of assumption or substitution in the event of a merger or sale of assets,
the Board shall notify each participant that such participant's unexercised
option shall be fully exercisable for a period of thirty (30) days from the
date of such notice, and such option will terminate upon the expiration of such
period.
(c) The Board, if it so determines in the
exercise of its sole discretion, may also make provision for adjusting the
Reserves, as well as the price per share of Common Stock covered by each
outstanding option, in the event that the Company effects one or more
reorganizations, recapitalizations, rights offerings or other increases or
reductions of shares of its outstanding Common Stock, and in the event of the
Company being consolidated with or merged into any other corporation.
- 8 -
<PAGE> 10
19. AMENDMENT OR TERMINATION
The Board may at any time terminate or amend the
Plan. No such termination shall affect options previously granted, nor may an
amendment make any change in any option theretofore granted which adversely
affects the rights of any participant, nor may an amendment be made without the
approval of the stockholders of the Company if such amendment would:
(a) Increase the number of shares that may be
issued under the Plan (except any increase adopted pursuant to Section 18(a)
hereof); or
(b) Modify the requirements concerning which
associates (or class of associates) are eligible for participation in the Plan.
20. NOTICES
All notices or other communications by a participant
to the Company under or in connection with the Plan shall be deemed to have
been duly given when received in the form specified by the Company at the
location, or by the person, designated by the Company for the receipt thereof.
21. STOCKHOLDER APPROVAL
(a) Continuance of the Plan shall be subject to
approval by the stockholders of the Company within twelve months after the date
the Plan was adopted. If such stockholder approval is obtained at a duly held
stockholders' meeting, it may be obtained by the affirmative vote of the
holders of a majority of the outstanding shares of Common Stock of the Company
present or represented and entitled to vote thereon, which approval shall be:
(i) Solicited substantially in accordance with
Section 14(a) of the Exchange Act; or
(ii) Solicited after the Company has furnished in
writing to the holders entitled to vote substantially the same information
concerning the Plan as that which would be required by the rules and
regulations in effect under Section 14(a) of the Exchange Act at the time such
information is furnished.
(b) In the case of approval by written consent,
it must be obtained by the unanimous written consent of all stockholders of the
Company.
- 9 -
<PAGE> 11
22. INCOME TAX CONSEQUENCES
The Plan is designed to qualify as an "Employee Stock
Purchase Plan" under Section 423 of the Code. Under Section 423 of the Code, a
participant will not realize taxable income at the time the participant
purchases stock under the Plan. However, a participant may be deemed to receive
compensation taxable as ordinary income in the year in which the participant
disposes of the stock or dies while holding the stock.
The rules applicable to the disposition of stock vary
depending upon whether or not the disposition constitutes a "disqualifying
disposition" (i.e., a disposition within two years after the Enrollment Date of
the Offering Period during which the disposed of stock was purchased).
If a participant makes a disqualifying disposition,
the participant will be deemed to receive compensation taxable as ordinary
income in an amount equal to the excess of the value of the stock on the
Exercise Date on which it was purchased over the amount paid for the stock,
regardless of whether the proceeds of the disposition exceed the participant's
purchase price. In such case, the participant's cost basis for the stock would
be correspondingly increased by the amount recognized as compensation by the
participant. The Company, at the time a disqualifying disposition is made, will
collect from the participant the federal income tax withholding due on the
additional compensation. The participant's capital gain or loss on the
disqualifying disposition itself will be the difference between the
participant's basis so adjusted and the proceeds of the disqualifying
disposition.
If a participant should sell stock at a profit and
the sale is not a disqualifying disposition, the participant would recognize as
compensation taxable as ordinary income an amount equal to the lesser of (i)
the excess of the Fair Market Value of the stock on the date of disposition
over the participant's purchase price, or (ii) the "applicable discount" (for
purposes of the Plan, 15%) applied to the Fair Market Value of the stock on the
Enrollment Date of the Offering Period during which the stock was purchased.
Any profit in excess of the amount recognized as compensation would be treated
as capital gain. If the sale is at a loss and is not a disqualifying
disposition, the difference between the participant's purchase price and the
proceeds of the sale would be a capital loss.
If a participant dies at any time while holding the
stock, the participant would be deemed to have received compensation taxable as
ordinary income in the year of his or her death in an amount equal to the
smaller of (i) the applicable discount applied to the Fair Market Value of the
stock on the Enrollment Date of the Offering Period during which the stock was
purchased, or (ii) the excess, if any, of the Fair Market Value of the stock on
the date of death over the participant's purchase price.
- 10 -
<PAGE> 12
INDIVIDUAL TAX IMPLICATIONS ATTENDANT TO
PARTICIPATION IN THE PLAN ARE THE SOLE RESPONSIBILITY OF THE INDIVIDUAL
PARTICIPANT. THE BRIEF DISCUSSION OF FEDERAL TAX CONSEQUENCES PROVIDED ABOVE IS
NOT EXHAUSTIVE. PLEASE NOTE THAT THE LAW MAY CHANGE AND SPECIAL RULES ARE
PROVIDED WITH RESPECT TO SITUATIONS NOT SPECIFICALLY DISCUSSED HEREIN.
THE COMPANY STRONGLY RECOMMENDS THAT EACH PARTICIPANT
CONSULT WITH A TAX ADVISOR PRIOR TO COMMENCING ANY TRANSACTION HEREUNDER.
23. NO EMPLOYMENT RIGHTS
Participation in the Plan will not impose any
obligations upon the Company to continue the employment of any participant for
any specific period and will not affect the right of the Company to terminate
any participant's employment at any time, with or without cause.
24. CONDITIONS UPON ISSUANCE OF SHARES
(a) Shares shall not be issued with respect to an
option unless the exercise of such option and the issuance and delivery of such
shares pursuant thereto shall comply with all applicable provisions of law,
domestic and foreign, including, without limitation, the Securities Act, the
Exchange Act and the requirements of the Nasdaq National Market or any stock
exchange upon which the shares may then be listed, and shall be further subject
to the approval of counsel for the Company with respect to such compliance.
(b) As a condition to the exercise of an option,
the Company may require the person exercising such option to represent and
warrant at the time of any such exercise that the shares are being purchased
only for investment and without any present intention to sell or distribute
such shares if, in the opinion of counsel for the Company, such a
representation is required by any of the aforementioned applicable provisions
of law.
- 11 -
<PAGE> 1
EXHIBIT 5
OPINION OF RICHARDS & O'NEIL, LLP
<PAGE> 2
RICHARDS & O'NEIL, LLP
885 THIRD AVENUE
NEW YORK, NEW YORK 10022-4873
(212) 207-1200
August 23, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Tractor Supply Company
Dear Sir or Madam:
We have acted as special counsel to Tractor Supply Company, a
Delaware corporation (the "Company"), in connection with the proposed issuance
of up to an aggregate of 1,000,000 shares (the "Shares") of the Company's
common stock, par value $.008 per share ("Common Stock"), pursuant to the
Company's 1996 Associate Stock Purchase Plan (the "Plan").
As such counsel, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary for the
purpose of rendering this opinion. In our examinations, we have assumed the
genuineness of all documents submitted to us as originals and the conformity to
originals and certified documents of all copies submitted to us as conformed
copies.
In rendering the opinion below, we have assumed that (a) upon
exercise of the options granted under the Plan (the "Options"), the Company
will have a sufficient number of authorized shares of Common Stock not reserved
for other purposes to permit the issuance of the Shares; and (b) prior to the
dates of exercise of the Options, no change occurs in the applicable law or the
pertinent facts. In particular, as to 500,000 of the Shares proposed to be
issued under the Plan, we have assumed that the Company will have obtained the
requisite consent of its stockholders to an appropriate increase in the number
of authorized shares of Common Stock in accordance with the terms of the Plan
prior to the issuance of such Shares.
<PAGE> 3
Securities and Exchange Commission
August 23, 1996
Page 2
We do not purport to be experts in, or to express any opinion
herein concerning, the law of any jurisdiction other than the State of New
York, the United States of America and the State of Delaware (but only insofar
as set forth in the General Corporation Law of the State of Delaware).
Based on the foregoing, we are of the opinion that the Shares
have been duly authorized and reserved for issuance by the Company upon
exercise of the Options and, when issued and sold against payment therefor in
accordance with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement on Form S-8 being filed herewith by the Company
with the Securities and Exchange Commission. In giving such consent, we do not
thereby admit that we are within the category of persons whose consent is
required by Section 7 of the Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder.
Very truly yours,
/s/ Richards & O'Neil, LLP
----------------------------
<PAGE> 1
EXHIBIT 23.1
CONSENT OF PRICE WATERHOUSE LLP
<PAGE> 2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 25, 1996, which appears on
page 14 of the 1995 Annual Report to Stockholders of Tractor Supply Company
(the "Company"), which is incorporated by reference in the Company's Annual
Report on Form 10-K for the fiscal year ended December 30, 1995.
/s/ Price Waterhouse LLP
- ------------------------------
Nashville, Tennessee
August 21, 1996
<PAGE> 1
EXHIBIT 24.1
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Thomas O. Flood and Michael J.
Kincaid, and each of them acting alone, his true and lawful attorneys-in-fact
and agents, with full power of substitution and revocation, for him and in his
name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 (the "Registration Statement") of Tractor Supply Company
(the "Company") relating to the Company's 1996 Associate Stock Purchase Plan
and any and all amendments to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: August 5, 1996
/s/ Joseph H. Scarlett, Jr.
---------------------------------
Joseph H Scarlett, Jr.
<PAGE> 1
EXHIBIT 24.2
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Thomas O. Flood and Michael J.
Kincaid, and each of them acting alone, his true and lawful attorneys-in-fact
and agents, with full power of substitution and revocation, for him and in his
name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 (the "Registration Statement") of Tractor Supply Company
(the "Company") relating to the Company's 1996 Associate Stock Purchase Plan
and any and all amendments to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: August 5, 1996
/s/ Gerald E. Newkirk
-----------------------------
Gerald E. Newkirk
<PAGE> 1
EXHIBIT 24.3
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Joseph H. Scarlett, Jr. and
Michael J. Kincaid, and each of them acting alone, his true and lawful
attorneys-in-fact and agents, with full power of substitution and revocation,
for him and in his name, place and stead, in any and all capacities, to sign
the Registration Statement on Form S-8 (the "Registration Statement") of
Tractor Supply Company (the "Company") relating to the Company's 1996 Associate
Stock Purchase Plan and any and all amendments to the Registration Statement,
and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission granting unto
said attorneys-in-fact and agents full power and authority to do and perform
each and every act and thing requisite and necessary to be done, as fully as to
all intents and purposes as he might or could do in person, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or either of them,
or his or their substitute or substitutes, may lawfully do or cause to be done
by virtue hereof.
Dated: August 5, 1996
/s/ Thomas O. Flood
---------------------------
Thomas O. Flood
<PAGE> 1
EXHIBIT 24.4
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Thomas O. Flood and Michael J.
Kincaid, and each of them acting alone, his true and lawful attorneys-in-fact
and agents, with full power of substitution and revocation, for him and in his
name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 (the "Registration Statement") of Tractor Supply Company
(the "Company") relating to the Company's 1996 Associate Stock Purchase Plan
and any and all amendments to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: August 5, 1996
/s/ Joseph D. Maxwell
--------------------------------
Joseph D. Maxwell
<PAGE> 1
EXHIBIT 24.5
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Thomas O. Flood and Michael J.
Kincaid, and each of them acting alone, his true and lawful attorneys-in-fact
and agents, with full power of substitution and revocation, for him and in his
name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 (the "Registration Statement") of Tractor Supply Company
(the "Company") relating to the Company's 1996 Associate Stock Purchase Plan
and any and all amendments to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: August 5, 1996
/s/ Thomas J. Hennesy, III
---------------------------------
Thomas J. Hennesy, III
<PAGE> 1
EXHIBIT 24.6
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Thomas O. Flood and Michael J.
Kincaid, and each of them acting alone, his true and lawful attorneys-in-fact
and agents, with full power of substitution and revocation, for him and in his
name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 (the "Registration Statement") of Tractor Supply Company
(the "Company") relating to the Company's 1996 Associate Stock Purchase Plan
and any and all amendments to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: August 5, 1996
/s/ Joseph M. Rodgers
-------------------------------
Joseph M. Rodgers
<PAGE> 1
EXHIBIT 24.7
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Thomas O. Flood and Michael J.
Kincaid, and each of them acting alone, his true and lawful attorneys-in-fact
and agents, with full power of substitution and revocation, for him and in his
name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 (the "Registration Statement") of Tractor Supply Company
(the "Company") relating to the Company's 1996 Associate Stock Purchase Plan
and any and all amendments to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: August 5, 1996
/s/ Douglas J. Tigert
---------------------------
Douglas J. Tigert
<PAGE> 1
EXHIBIT 24.8
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Thomas O. Flood and Michael J.
Kincaid, and each of them acting alone, his true and lawful attorneys-in-fact
and agents, with full power of substitution and revocation, for him and in his
name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 (the "Registration Statement") of Tractor Supply Company
(the "Company") relating to the Company's 1996 Associate Stock Purchase Plan
and any and all amendments to the Registration Statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with
the Securities and Exchange Commission granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: August 5, 1996
/s/ S.P. Braud
------------------------
S.P. Braud
