<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------
FORM 10-Q
(Mark One)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 28, 1997
---------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 000-23314
TRACTOR SUPPLY COMPANY
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3139732
------------------------------ ----------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
320 Plus Park Boulevard, Nashville, Tennessee 37217
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (615) 366-4600
-----------------------------
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
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Indicate the number of shares outstanding of each of the issuer's classes of
common stock as of the latest practicable date.
Class Outstanding at July 26, 1997
- ----------------------------------- ------------------------------------
Common Stock, $.008 par value 8,726,659
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TRACTOR SUPPLY COMPANY
INDEX
<TABLE>
<CAPTION>
Page No.
--------
<S> <C>
Part I. Financial Information:
Item 1. Financial Statements:
Balance Sheets -
June 28, 1997 and December 28, 1996 3
Statements of Income -
For the Fiscal Three and Six Months Ended
June 28, 1997 and June 29, 1996 4
Statements of Cash Flows -
For the Fiscal Six Months Ended
June 28, 1997 and June 29, 1996 5
Notes to Unaudited Financial Statements 6
Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 7 - 9
Part II. Other Information:
Item 4. Submission of Matters to a Vote of Security-Holders 10
Item 5. Other Information 11
Item 6. Exhibits and Reports on Form 8-K 11
</TABLE>
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<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TRACTOR SUPPLY COMPANY
BALANCE SHEETS
(IN THOUSANDS, EXCEPT SHARE AMOUNTS)
<TABLE>
<CAPTION>
JUNE 28, DECEMBER 28,
1997 1996
----------- ------------
(UNAUDITED)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents .................................................... $ 11,670 $ 12,948
Accounts receivable, net ..................................................... 6,319 4,930
Inventories .................................................................. 153,123 124,082
Prepaid expenses ............................................................. 3,066 1,657
--------- ---------
Total current assets .................................................. 174,178 143,617
--------- ---------
Land ........................................................................... 8,896 10,178
Buildings and improvements ..................................................... 43,728 40,114
Machinery and equipment ........................................................ 19,757 18,117
--------- ---------
72,381 68,409
Accumulated depreciation and amortization ...................................... (21,117) (18,883)
--------- ---------
Property and equipment, net .................................................. 51,264 49,526
--------- ---------
Deferred income taxes .......................................................... 1,064 1,064
Other assets ................................................................... 1,418 1,375
--------- ---------
Total assets .......................................................... $ 227,924 $ 195,582
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable ............................................................. $ 71,770 $ 47,591
Accrued expenses ............................................................. 19,410 15,973
Current maturities of long-term debt ......................................... 665 665
Current portion of capital lease obligations ................................. 998 1,020
Income taxes currently payable ............................................... 2,088 2,897
Deferred income taxes ........................................................ 9,517 9,517
--------- ---------
Total current liabilities ............................................. 104,448 77,663
--------- ---------
Revolving credit loan .......................................................... 14,051 12,000
Other long-term debt ........................................................... 5,590 5,914
Capital lease obligations ...................................................... 2,775 3,252
Other long-term liabilities .................................................... 1,037 949
Excess of fair value of assets acquired over cost less accumulated
amortization of $2,605 and $2,515, respectively .............................. 985 1,075
Redeemable preferred stock ..................................................... 0 1,763
Stockholders' equity:
Common stock, 100,000,000 shares authorized; $.008 par value; 8,722,664
and 8,718,000 shares issued and outstanding in 1997 and 1996, respectively.. 70 70
Additional paid in capital ................................................... 41,774 41,685
Retained earnings ............................................................ 57,194 51,211
--------- ---------
Total stockholders' equity ................................................. 99,038 92,966
--------- ---------
Total liabilities and stockholders' equity ............................ $ 227,924 $ 195,582
========= =========
</TABLE>
The accompanying notes are an integral part of this statement.
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<PAGE> 4
TRACTOR SUPPLY COMPANY
STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
FOR THE FISCAL FOR THE FISCAL
THREE MONTHS ENDED SIX MONTHS ENDED
-------------------------- -------------------------
JUNE 28, JUNE 29, JUNE 28, JUNE 29,
1997 1996 1997 1996
-------------------------- -------------------------
(UNAUDITED) (UNAUDITED)
<S> <C> <C> <C> <C>
Net sales.......................................... $ 159,493 $ 146,717 $ 255,902 $ 227,874
Cost of merchandise sold........................... 118,234 108,920 190,490 169,515
---------- ---------- ---------- ---------
Gross margin.................................. 41,259 37,797 65,412 58,359
Selling, general and administrative expenses....... 28,005 23,247 52,094 44,010
Depreciation and amortization...................... 1,105 852 2,133 1,589
---------- ---------- ---------- ---------
Income from operations........................ 12,149 13,698 11,185 12,760
Interest expense, net.............................. 490 566 1,070 1,235
---------- ---------- ---------- ---------
Income before income taxes.................... 11,659 13,132 10,115 11,525
Income tax provision............................... 4,671 5,264 4,053 4,621
---------- ---------- ---------- ---------
Net income.................................... $ 6,988 $ 7,868 $ 6,062 $ 6,904
========== ---------- ========== =========
Net income per share.......................... $ .80 $ .90 $ .69 $ .78
========== ========= ========== =========
</TABLE>
The accompanying notes are an integral part of this statement.
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<PAGE> 5
TRACTOR SUPPLY COMPANY
STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
<TABLE>
<CAPTION>
FOR THE FISCAL SIX MONTHS ENDED
-------------------------------
JUNE 28, JUNE 29,
1997 1996
------------ -------------
(UNAUDITED)
<S> <C> <C>
Cash flows from operating activities:
Net income ................................................................. $ 6,062 $ 6,904
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization expense .................................. 2,133 1,589
Loss (gain) on sale of property and equipment .......................... 78 (181)
Change in assets and liabilities:
Accounts receivable .................................................. (1,389) (584)
Inventories .......................................................... (29,041) (17,838)
Prepaid expenses ..................................................... (1,409) 1,147
Accounts payable ..................................................... 24,179 28,223
Accrued expenses ..................................................... 3,437 1,546
Income taxes currently payable ....................................... (809) (129)
Other ................................................................ 8 (304)
--------- ---------
Net cash provided by operating activities .................................... 3,249 20,373
--------- ---------
Cash flows from investing activities:
Capital expenditures ..................................................... (4,890) (3,533)
Proceeds from sale of property and equipment ............................. 888 1,314
--------- ---------
Net cash used in investing activities ........................................ (4,002) (2,219)
--------- ---------
Cash flows from financing activities:
Net borrowings (repayments) under revolving credit loan ................... 2,051 (5,093)
Principal payments under capital lease obligations ........................ (499) (423)
Repayment of long-term debt ............................................... (324) (292)
Proceeds from issuance of common stock .................................... 89 0
Payment of preferred stock dividends ...................................... (79) (150)
Repurchase of preferred stock ............................................. (1,763) (1,762)
--------- ---------
Net cash used in financing activities ........................................ (525) (7,720)
--------- ---------
Net increase (decrease) in cash and cash equivalents ......................... (1,278) 10,434
Cash and cash equivalents at beginning of period ............................. 12,948 5,087
--------- ---------
Cash and cash equivalents at end of period ................................... $ 11,670 $ 15,521
========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for:
Interest ................................................................... $ 1,215 $ 1,346
Income taxes ............................................................... 4,687 4,748
</TABLE>
The accompanying notes are an integral part of this statement.
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<PAGE> 6
TRACTOR SUPPLY COMPANY
NOTES TO UNAUDITED FINANCIAL STATEMENTS
NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES:
The accompanying interim financial statements have been prepared without audit,
and certain information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted, although the Company believes that the
disclosures herein are adequate to make the information presented not
misleading. These statements should be read in conjunction with the Company's
annual report on Form 10-K for the fiscal year ended December 28, 1996. The
results of operations for the fiscal three and six month periods are not
necessarily indicative of results for the full fiscal year.
In the opinion of management, the accompanying interim financial statements
contain all adjustments (consisting only of normal recurring accruals) necessary
for a fair statement of the Company's financial position as of June 28, 1997 and
its results of operations for the fiscal three and six month periods ended June
28, 1997 and June 29, 1996 and its cash flows for the fiscal six month periods
ended June 28, 1997 and June 29, 1996.
Inventories
The accompanying unaudited financial statements have been prepared without full
physical inventories. The value of the Company's inventories was determined
using the lower of last-in, first-out (LIFO) cost or market. If the first-in,
first-out (FIFO) method of accounting for inventory had been used, inventories
would have been approximately $6,848,000 and $6,163,000 higher than reported at
June 28, 1997 and December 28, 1996, respectively. Since LIFO costs can only be
determined at the end of each fiscal year when inflation rates and inventory
levels are finalized, estimates of LIFO inventory costs are used for interim
financial reporting.
Net Income Per Share
Net income per share for the fiscal three and six month periods ended June 28,
1997 and June 29, 1996 is calculated based on the weighted average number of
shares of common stock outstanding of 8,722,664 for the fiscal three month
period ended June 28, 1997, 8,721,778 for the fiscal six month period ended June
28, 1997 and 8,718,000 for the fiscal three and six month periods ended June 29,
1996, after giving effect to preferred stock dividends of $20,473 and $55,732
for the fiscal three and six month periods ended June 28, 1997, respectively,
and $55,722 and $126,222 for the fiscal three and six month periods ended June
29, 1996, respectively. Stock options have been excluded as they are
anti-dilutive.
NOTE 2 - SEASONALITY:
The Company's business is highly seasonal, with a significant portion of its
sales and a majority of its income generated in the second fiscal quarter. The
Company typically operates at a loss in the first fiscal quarter.
NOTE 3 - PREFERRED STOCK REPURCHASE:
On May 23, 1997, the Company repurchased 1,763 shares of the Series B Preferred
Stock (constituting all of the then outstanding shares of Series B Preferred
Stock) at a total repurchase price of approximately $1,772,000 (including
accrued dividends totaling approximately $9,000).
NOTE 4 - COMMON STOCK:
At the Company's Annual Meeting of Stockholders held in April 1997, the
stockholders of the Company approved (i) the Company's 1996 Associate Stock
Purchase Plan; (ii) an amendment to the Company's Restated Certificate of
Incorporation, as amended, to increase the number of authorized shares of Common
Stock from 9,500,000 shares to 100,000,000 shares and (iii) an amendment to the
Company's 1994 Stock Option Plan to increase the number of shares of Common
Stock reserved for issuance thereunder from 250,000 shares to 1,000,000 shares.
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<PAGE> 7
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following discussion and analysis describes certain factors affecting
Tractor Supply Company's (the "Company") results of operations for the fiscal
three and six month periods ended June 28, 1997 and June 29, 1996, and
significant developments affecting financial condition since the end of the
fiscal year, December 28, 1996, and should be read in conjunction with the
Company's annual report on Form 10-K for the fiscal year ended December 28,
1996. The following discussion and analysis also contains certain historical and
forward-looking information. The forward-looking statements are made pursuant to
the safe harbor provisions of the Private Securities Litigation Reform Act of
1995 ("the Act"). All statements, other than statements of historical facts,
which address activities, events or developments that the Company expects or
anticipates will or may occur in the future, including such things as future
capital expenditures (including the amount and nature thereof), business
strategy, expansion and growth of the Company's business operations and other
such matters are forward-looking statements. To take advantage of the safe
harbor provided by the Act, the Company is identifying certain factors that
could cause actual results to differ materially from those expressed in any
forward-looking statements, whether oral or written, made by or on behalf of the
Company.
All phases of the Company's operations are subject to influences outside its
control. Any one, or a combination, of these factors could materially affect the
results of the Company's operations. These factors include general economic
cycles affecting consumer spending, weather factors, operating factors affecting
customer satisfaction, consumer debt levels, pricing and other competitive
factors, the ability to identify suitable locations and negotiate favorable
lease agreements on new and relocated stores, the timing and acceptance of new
products in the stores, the mix of goods sold, the continued availability of
favorable credit sources and other capital market conditions and the seasonality
of the Company's business. Forward-looking statements made by or on behalf of
the Company are based on a knowledge of its business and the environment in
which it operates, but because of the factors listed above, actual results could
differ materially from those reflected by any forward-looking statements.
Consequently, all of the forward-looking statements made are qualified by these
cautionary statements and there can be no assurance that the actual results or
developments anticipated by the Company will be realized or, even if
substantially realized, that they will have the expected consequences to or
effects on the Company or its business and operations.
RESULTS OF OPERATIONS
The Fiscal Three Months (Second Quarter) and Six Months Ended June 28, 1997
and June 29, 1996
Net sales increased 8.7% to $159.5 million for the second quarter of fiscal 1997
from $146.7 million for the second quarter of fiscal 1996. Net sales rose 12.3%
to $255.9 million for the first six months of fiscal 1997 from $227.9 million
for the first six months of fiscal 1996. The sales increases resulted primarily
from new stores as comparable store sales (excluding relocations, using all
stores open at least one year) decreased 0.7% for the second quarter of fiscal
1997 and increased 1.7% for the first six months of fiscal 1997 over the
corresponding periods in the prior fiscal year. The Company opened 16 new retail
farm stores (five in the second quarter of fiscal 1997) and relocated one store
during the first six months of fiscal 1997. The Company opened 19 new retail
farm stores (six in the second quarter of fiscal 1996) and relocated three
stores during the first six months of fiscal 1996. The comparable store sales
decrease for the second quarter of fiscal 1997 was attributable primarily to
unseasonably cool and excessively rainy spring weather conditions in several
regions of the country in which the Company operates, increasing competitive
pressures as well as from an inadequate rate of change in the organization. At
June 28, 1997, the Company operated 224 retail farm stores (in 26 states) versus
203 stores (in 24 states) at June 29, 1996. The Company's current plans call for
the opening of six additional new stores in fiscal 1997 (approximately two of
which are scheduled to open during the third quarter), rather than the nine
additional new stores originally contemplated (mainly due to construction delays
caused by unfavorable weather conditions in certain locations), the closing of
two stores in fiscal 1997 (both of which are scheduled to close during the third
quarter), and the opening of approximately 18 additional new stores in fiscal
1998, rather than the 28 additional new stores originally contemplated. The
Company plans to open fewer new stores in fiscal 1998 than originally
contemplated in order to focus its efforts on rejuvenating the merchandise mix
and improving comparable store sales. The Company currently anticipates resuming
its approximate 12% overall new store unit growth rate each year beginning in
fiscal 1999 (the Company presently has identified over 200 potential new
markets).
While certainly the weather and increasing competitive pressures affected the
second quarter's results, the Company
7 of 12
<PAGE> 8
is focusing its efforts on improving the rate of change within the organization.
To this end, the Company is (i) continuing to take steps to rejuvenate the
merchandise mix by accelerating the rate of change in the product offerings
(includes initiatives such as the new economy feed line which will be rolled out
to approximately 100 additional stores in the third quarter of fiscal 1997; a
significantly enhanced animal health product line which will be rolled out to
approximately 150 stores in the third quarter of fiscal 1997; the completely
revamped equine product line which will be rolled out to 100 additional stores
beginning in the third quarter of fiscal 1997 and a new ladies workwear line of
clothing which will be rolled out to 100 additional stores in the fall of 1997),
(ii) effecting certain management changes to bring fresh perspectives and new
ideas to the organization and to further improve overall performance
(specifically, the Company is currently conducting searches for two senior
executive positions - Operations and Merchandising, and adding a third regional
vice president position), and (iii) reinvigorating its associates (primarily by
reestablishing a sense of empowerment with its associates). The primary
objective of all of these efforts is to improve the comparable store sales
performance.
The gross margin rate increased .1 percentage point to 25.9% of sales for the
second quarter of fiscal 1997 and was flat at 25.6% of sales for the first six
months of fiscal 1997 compared with the corresponding periods in the prior
fiscal year. The gross margin rate for the second quarter of fiscal 1997
increased .1 percentage point compared to the same period in the prior year
primarily due to an improved gross margin rate in certain product categories
(mainly power equipment), and the positive mix effect of sales of higher margin
merchandise (mainly hardware) representing a larger portion of total sales than
in the second quarter last year, partially offset by higher shrinkage expense.
As a percentage of sales, selling, general and administrative ("SG&A") expenses
increased 1.8 percentage points to 17.6% of sales for the second quarter of
fiscal 1997 and increased 1.1 percentage points to 20.4% of sales for the first
six months of fiscal 1997 primarily due to a reserve for management
reorganization costs (primarily severance, related benefits and other costs
associated with changes in certain management personnel) totaling approximately
$1.2 million pretax (or approximately $.7 million net of tax), costs associated
with new and relocated stores as well as from the leverage loss attributable to
the soft comparable store sales performance. Excluding the reserve for
management reorganization costs, selling, general and administrative expenses
for the second quarter and first six months of fiscal 1997, as a percentage of
sales, would have been approximately 16.8% of sales and 19.9% of sales,
respectively. On an absolute basis, SG&A expenses increased 20.5% to $28.0
million for the second quarter of fiscal 1997 and increased 18.4% to $52.1
million for the first six months of fiscal 1997. The increased dollar amounts
were primarily attributable to costs associated with new store openings and
relocations (new and relocated stores typically have considerably higher
occupancy costs, primarily rent, than existing stores) and the reserve for
management reorganization costs,. Depreciation and amortization expense
increased 29.7% and 34.2% over the prior year for the second quarter and the
first six months of fiscal 1997, respectively, due mainly to costs associated
with new and relocated stores. Net interest expense decreased 13.4% to $.5
million in the second quarter of fiscal 1997 and decreased 13.4% to $1.1 million
in the first six months of fiscal 1997 primarily due to lower borrowings being
required to support the new store growth (one less store was opened in the
second quarter of fiscal 1997 compared to the same period in fiscal 1996 and
three fewer stores were opened in the six month period of fiscal 1997 compared
with the same period a year ago).
The Company's effective tax rate was 40.1% for the second quarter and first six
months of fiscal 1997, the same as the second quarter and first six months of
fiscal 1996.
As a result of the foregoing factors, net income for the second quarter of
fiscal 1997 decreased 11.2% to $7.0 million from $7.9 million for the second
quarter of fiscal 1996 and net income per share for the second quarter of fiscal
1997 decreased 11.1% to $.80 per share from $.90 per share for the second
quarter of last year. Excluding the effect of the reserve for management
reorganization costs, net income for the second quarter of fiscal 1997 would
have been approximately $7.7 million and net income per share for the second
quarter of fiscal 1997 would have been approximately $.88 per share. Net income
for the first six months of fiscal 1997 decreased 12.2% to $6.1 million from
$6.9 million for the first six months of fiscal 1996 and net income per share
for the first six months of fiscal 1997 decreased 11.5% to $.69 per share from
$.78 per share last year. Excluding the effect of the reserve for management
reorganization costs, net income for the first six months of fiscal 1997 would
have been approximately $6.8 million and net income per share for the first six
months of fiscal 1997 would have been approximately $.77 per share. As a
percentage of sales, net income decreased 1.0 percentage point to 4.4% of sales
for the second quarter of fiscal 1997 from 5.4% of sales for the second quarter
of fiscal 1996 and decreased .6 percentage points to 2.4% of sales for the first
six months of fiscal 1997 from 3.0% of sales for the first six months of fiscal
1996.
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<PAGE> 9
LIQUIDITY AND CAPITAL RESOURCES
In addition to normal operating expenses, the Company's primary ongoing cash
requirements are those necessary for the Company's expansion, remodeling and
relocation programs, including inventory purchases and capital expenditures. The
Company's primary ongoing sources of liquidity are funds provided from
operations, commitments available under its revolving credit agreement and
short-term trade credit.
The Company's inventory and accounts payable levels typically build in the first
and again in the third fiscal quarters in anticipation of the spring and fall
selling seasons. At June 28, 1997, the Company's inventories had increased $29.0
million to $153.1 million from $124.1 million at December 28, 1996. This
increase resulted primarily from additional inventory for new stores, planned
inventory increases for certain new merchandising initiatives as well as
inventory increases in certain seasonal product lines. Short-term trade credit,
which represents a source of financing for inventory, increased $24.2 million to
$71.8 million at June 28, 1997 from $47.6 million at December 28, 1996. Trade
credit arises from the Company's vendors granting extended payment terms for
inventory purchases. Payment terms vary from 30 days to 180 days depending on
the inventory product.
At June 28, 1997, the Company had working capital of $69.7 million, which
represented a $3.8 million increase from December 28, 1996. This increase
resulted primarily from an increase in inventories without a corresponding
increase in accounts payable, as well as an increase in trade accounts
receivable (mainly due to sales increases), an increase in prepaid expenses
(mainly due to timing of rent payments) and a decrease in income taxes payable
(mainly due to timing of payments), partially offset by an increase in accrued
expenses (mainly due to timing of payments and, to a lesser extent, the reserve
for management reorganization costs) and a decrease in cash and cash
equivalents.
Operations provided net cash of $3.2 million and $20.4 million in the first six
months of fiscal 1997 and 1996, respectively. The decrease in net cash provided
in the first six months of fiscal 1997 resulted primarily from inventories
increasing at a faster rate than accounts payable in the first six months of
fiscal 1997 compared to accounts payable increasing at a faster rate than
inventories in the first six months of fiscal 1996, as well as from the timing
of certain prepaid expenses and accrued expenses and, to a lesser extent, an
increase in trade accounts receivable compared to the prior year.
Cash used in investing activities of $4.0 million for the first six months of
fiscal 1997 represented a $1.8 million increase from cash used in the first six
months of fiscal 1996 of $2.2 million. The increase in cash used for capital
expenditures during the first six months of fiscal 1997 compared to the prior
year (16 new stores were opened and one store was relocated during the first six
months of fiscal 1997 compared with 19 new store openings and three relocations
during the first six months of fiscal 1996) reflects the effect of decreased
proceeds from the sale of property and equipment during the first six months of
fiscal 1997 compared to the first six months of fiscal 1996.
Financing activities in the first six months of fiscal 1997 used $.5 million in
cash which represented a $7.2 million decrease in net cash used over the $7.7
million in net cash used in the first six months of fiscal 1996. This decrease
in net cash used resulted primarily from net borrowings under the Credit
Agreement of approximately $2.1 million during the first six months of fiscal
1997 compared to net repayments of approximately $5.1 million during the first
six months of fiscal 1996.
The Company believes that its cash flow from operations, borrowings available
under its Credit Agreement and short-term trade credit will be sufficient to
fund the Company's operations and its growth and expansion plans for the next
several years.
NEW ACCOUNTING STANDARDS
In June 1997, the Financial Accounting Standards Board (FASB) issued Statement
130, "Reporting Comprehensive Income" and Statement No. 131, "Disclosures about
Segments of an Enterprise and Related Information." For fiscal years beginning
after December 15, 1997, these statements respectively require (i) the reporting
and display of comprehensive income and its components and (ii) the reporting of
certain information about operating segments and related information about the
products and services of such segments. The Company does not anticipate the
adoption of these statements to have a significant impact on the reporting of
results of operations.
9 of 12
<PAGE> 10
PART II. OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
(a) The Company's Annual Meeting of Stockholders was held on April 24, 1997 at
the Company's corporate headquarters in Nashville, Tennessee.
(b) The stockholders elected for three-year terms all Class III directors
nominated for election (Joseph H. Scarlett, Jr., Gerald E. Newkirk, and
S.P. Braud) as set forth in the proxy statement dated March 21, 1997. The
following table sets forth certain information concerning each other
director of the Company whose term of office as a director continued after
the meeting:
<TABLE>
<CAPTION>
Current Term as
Name Director Expires
---- ----------------
<S> <C>
Thomas O. Flood 1998
Thomas J. Hennesy, III 1999
Joseph D. Maxwell 1999
Joseph M. Rodgers 1999
</TABLE>
(c) (1) The stockholders elected three Class III directors for three-year
terms ending at the 2000 Annual Meeting of Stockholders.
<TABLE>
<CAPTION>
Name For Withheld
---- --- --------
<S> <C> <C>
Joseph H. Scarlett, Jr. 7,729,362 425,941
Gerald E. Newkirk 7,729,262 426,041
S.P. Braud 7,735,862 419,441
</TABLE>
(c) (2) The stockholders approved the Company's 1996 Associate Stock Purchase
Plan.
<TABLE>
<CAPTION>
For Against Abstain Non-Vote
--- ------- ------- --------
<S> <C> <C> <C>
7,755,841 356,385 16,275 26,802
</TABLE>
(c) (3) The stockholders approved an amendment to the Company's 1994 Stock
Option Plan to increase the number of shares of Common Stock reserved
for issuance thereunder from 250,000 shares to 1,000,000 shares.
<TABLE>
<CAPTION>
For Against Abstain Non-Vote
--- ------- ------- --------
<S> <C> <C> <C>
6,654,430 1,056,979 23,225 420,669
</TABLE>
(c) (4) The stockholders approved an amendment to the Company's Restated
Certificate of Incorporation, as amended, to increase the number of
authorized shares of Common Stock from 9,500,000 shares to 100,000,000
shares.
<TABLE>
<CAPTION>
For Against Abstain Non-Vote
--- ------- ------- --------
<S> <C> <C> <C>
6,974,387 1,158,173 20,825 1,918
</TABLE>
(c) (5) The stockholders ratified the reappointment of Price Waterhouse LLP
as independent certified public accountants of the Company for the
fiscal year ending December 27, 1997.
<TABLE>
<CAPTION>
For Against Abstain Non-Vote
--- ------- ------- --------
<S> <C> <C> <C>
8,145,678 500 9,125 0
</TABLE>
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<PAGE> 11
ITEM 5. OTHER INFORMATION
Effective as of June 9, 1997, Gerald E. Newkirk retired from his position as
President and Chief Operating Officer of the Company and John R. Pearson
resigned from his position as Senior Vice President of Merchandising of the
Company. Effective as of August 4, 1997, Mr. Newkirk resigned as a director of
the Company for personal reasons.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
3.1 Restated Certificate of Incorporation of the Company, filed with
the Delaware Secretary of State on February 14, 1994.
3.2 Certificate of Amendment of the Restated Certificate of
Incorporation, filed with the Delaware Secretary of State on April
28, 1995.
3.3 Certificate of Amendment of the Restated Certificate of
Incorporation of the Company, filed with the Delaware Secretary of
State on May 13, 1997.
10.25 Amendment to the Tractor Supply Company 1994 Stock Option Plan.
27.1 Financial Data Schedule (only submitted to SEC in electronic format).
(b) Reports on Form 8-K
There were no reports on Form 8-K filed by the Company during the fiscal
quarter ended June 28, 1997.
11 of 12
<PAGE> 12
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
TRACTOR SUPPLY COMPANY
Date: August 8, 1997 By: /s/ Thomas O. Flood
-------------- ----------------------------------------------
Thomas O. Flood
Senior Vice President - Administration and
Finance, Treasurer and Chief Financial Officer
(Duly Authorized Officer & Principal
Financial Officer)
12 of 12
<PAGE> 1
Exhibit 3.1
RESTATED
CERTIFICATE OF INCORPORATION
OF
TRACTOR SUPPLY COMPANY
(Under Sections 242 and 245 of
the General Corporation Law)
THE UNDERSIGNED, being the Chairman of the Board and Chief Executive
Officer of Tractor Supply Company, a Delaware corporation (the "Corporation"),
does hereby certify that:
1. The name of the Corporation is Tractor Supply Company. The Corporation
was originally incorporated under the name TSC Acquisition, Inc.
2. The Certificate of Incorporation of the Corporation was originally filed
with the Secretary of State of the State of Delaware on December 2, 1982.
3. This Restated Certificate of Incorporation was duly adopted in
accordance with the provisions of Sections 242 and 245 of the General
Corporation Law of the State of Delaware by the written consent of the Board of
Directors and the stockholders of the Corporation pursuant to Sections 141(f)
and 228, respectively, of the General Corporation Law of the State of Delaware.
4. This Restated Certificate of Incorporation restates, integrates and
further amends the provisions of the Certificate of Incorporation of the
Corporation by (a) increasing the total number of shares of capital stock which
the Corporation shall have the authority to issue from 530,000 shares to
9,540,000 shares; (b) increasing the total number of shares of Common Stock
which the Corporation shall have the authority to issue from 500,000 shares to
9,500,000 shares, reflecting a 49.99655 to 1.0 stock split, pursuant to which
each holder of Common Stock prior to such stock split shall receive 49.99655
shares of Common Stock for each share of Common Stock previously held by him;
(c) increasing the total number of shares of Preferred Stock which the
Corporation shall have the authority to issue from 30,000 shares to 40,000
shares (of which 20,000 shares shall continue to be designated as "Series B
Preferred Stock"); (d) deleting in their entirety the supermajority voting
requirements set forth in Article FOURTH; and (e) providing that
<PAGE> 2
the board of directors shall be divided into three classes of directors, with
each class serving a staggered three-year term. The text of the Restated
Certificate of Incorporation of the Corporation, as so restated, integrated and
amended, shall read in its entirety as follows:
FIRST: NAME. The name of the Corporation is Tractor Supply Company.
SECOND: REGISTERED OFFICE AND REGISTERED AGENT. The address of the
registered office of the Corporation in the State of Delaware is c/o The
Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801,
County of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.
THIRD: PURPOSE. The purpose of the Corporation is to engage in any lawful
act or activity for which corporations may be organized under the General
Corporation Law of Delaware. The Corporation shall possess and may exercise all
the powers and privileges granted by the General Corporation Law of the State of
Delaware or by any other law or this Certificate of Incorporation, together with
any powers incidental thereto, so far as such powers and privileges are
necessary or convenient to the conduct, promotion or attainment of the business
or purposes of the Corporation.
FOURTH: CAPITAL STOCK. The total number of shares of stock which the
Corporation shall have authority to issue is 9,540,000 shares of capital stock,
of which 9,500,000 shares shall be of a class designated "Common Stock," par
value $.008 per share, and (b) 40,000 shares shall be of a class designated
"Preferred Stock," par value $1.00 per share (of which 20,000 shares shall be of
a series designated "Series B Preferred Stock"). The powers, preferences,
rights, qualifications, limitations and restrictions of or on the shares of the
capital stock of the Corporation are as follows:
1. Common Stock.
Each holder of Common Stock shall be entitled to vote at any time
on matters presented to the stockholders of the Corporation for their
approval, adoption or authorization and shall have one vote for each
share of Common Stock held of record by him. Unless prevented by
applicable law, all shares of Common Stock shall vote as a single
class on all matters requiring the approval of the stockholders of the
Corporation.
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<PAGE> 3
Each holder of Common Stock shall be entitled to dividends
ratably with all other shares of Common Stock outstanding when, if and
as such dividends are declared and paid. The Corporation shall not
make any payment on Common Stock, effect any split of Common Stock, or
allocate any benefit or preference to Common Stock, except in
proportion to the total number of shares of Common Stock then
outstanding.
2. Preferred Stock.
(A) General.
(1) The Preferred Stock may be issued from time to time in
one or more series of any number of shares, provided that the
aggregate number of shares issued and not canceled of any and all such
series shall not exceed the total number of shares of Preferred Stock
authorized herein.
(2) Authority is hereby vested in the Board of Directors of
the Corporation to issue from time to time the Preferred Stock as
Preferred Stock of any series and, in connection with the creation of
each such series, to fix by resolution or resolutions providing for
the issuance of shares thereof the voting rights, if any, the
designations, preferences and relative, participating, optional or
other special rights, and the qualifications, limitations or
restrictions, of such series to the full extent now or hereafter
permitted by this Restated Certificate of Incorporation, applicable
law and the rules and regulations of the stock exchange or automated
quotation system upon which any of the Corporation's securities may
from time to time be listed or approved for quotation and trading, in
respect of the matters set forth in the following paragraphs (a)
through (e) inclusive:
(a) the liquidation value to which each share shall be
entitled and the preference, if any, in relation to any other series
or class of securities of the Corporation;
(b) whether such shares shall be convertible into Common
Stock and if so, the ratio of conversion expressed in whole and/or
fractional shares of Common Stock and the terms and conditions
thereof;
(c) whether there shall be voting rights incident to such
shares in addition to the voting
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<PAGE> 4
rights provided by law, and, if so, the terms of such voting rights;
(d) whether such shares may be called in and retired or be
otherwise subject to redemption (including redemption through the
operation of a sinking fund, purchase fund or retirement fund) and if
so, the terms and conditions thereof; and
(e) the dividend, if any, for such shares, together with the
terms and conditions relating to the declaration and payment of such
dividend and the preference, if any, in relation to any other series
or class of securities of the Corporation.
(3) In addition to the foregoing, the Board of Directors may,
in its discretion, assign to such Preferred Stock, in connection with
each issuance thereof, such other terms, conditions, restrictions,
limitations, rights and privileges as it may deem appropriate.
(B) Series B Preferred Stock. The Series B Preferred Stock has
heretofore been established by the Board of Directors of the
Corporation as follows:
"RESOLVED, that pursuant to the authority granted and vested
in the Board of Directors of the Corporation in accordance with
the provisions of the Restated Certificate of Incorporation of
the Corporation, as amended, the Board of Directors does hereby
provide for the creation and issuance of a series of the
Preferred Stock of the Corporation and does hereby fix the
designation and amount thereof and the voting powers, preferences
and relative, participating, optional and other special rights,
and qualifications, limitations and restrictions thereof, as
follows:
1. Designation and Amount. The shares of such series of
Preferred Stock shall be designated as "Series B Preferred Stock"
and the number of shares constituting such series shall be
20,000. The par value of such series shall be $1.00 per share.
Such series shall be referred to herein as the "Series B
Preferred Stock." All shares of Series B Preferred Stock shall
have
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<PAGE> 5
identical powers, preferences, rights, qualifications,
limitations and restrictions.
2. Rank. Except as permitted by Section 5(b) hereof, the
Series B Preferred Stock shall, with respect to dividend rights
and rights on liquidation, winding up and dissolution, rank prior
to all classes of the Common Stock of the Corporation, par value
$.008 per share (the "Common Stock"), and to all other equity
securities of the Corporation (all such Common Stock and other
equity securities of the Corporation being, collectively, the
"Other Securities"), to the extent and as set forth herein.
3. Dividends and Distributions.
(a) Subject to Section 3(g) below, each holder of shares of
the Series B Preferred Stock shall be entitled to receive when,
as and if declared by the Board of Directors of the Corporation
out of funds legally available for the payment of dividends,
dividends payable in cash or shares of stock of the Corporation.
Dividends shall accrue cumulatively on each outstanding share of
Series B Preferred Stock at a rate per annum (computed on the
basis of a 365-day year and on the actual number of days elapsed)
on the Stated Value of such share equal to the rate set forth
below, and no more, for the applicable period:
Period Rate
Date of Issue - 8%
April 30, 1999
May 1, 1999 - 10%
April 30, 2000
May 1, 2000 - 11%
April 30, 2001
May 1, 2001 - 12%
April 30, 2002
Thereafter 13%
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<PAGE> 6
(b) Such dividends shall be payable in equal semi-annual
payments on each May 1 and November 1, commencing on November 1,
1991 (each such date being a "Dividend Payment Date"). Each such
semi-annual dividend shall be fully cumulative and shall accrue
(whether or not declared, whether or not in any dividend period
or dividend periods the Corporation shall have sufficient funds
available for the payment of required dividends and whether or
not the Corporation shall otherwise then have the power to
declare or pay dividends) from the first day of the semi-annual
period in which such dividend may be payable as herein provided,
except that with respect to the first semi-annual dividend on
each share of Series B Preferred Stock, such dividend shall
accrue from the date of issue of the Series B Preferred Stock. No
premium or additional amount of interest, or sum of money in lieu
of interest, shall be payable in respect of any Series B
Preferred Stock dividend payment or payments which may be in
arrears. All dividend payments on the Series B Preferred Stock
shall be made in cash, except that, to the extent permitted by
the General Corporation Law of the State of Delaware (the "GCL"),
in lieu of payment in cash, dividend payments may be made, in the
sole discretion of the Board of Directors of the Corporation, by
the Corporation issuing additional fully paid and nonassessable
shares of Series B Preferred Stock, or fraction thereof, at the
rate of one share for each $1,000 of such dividend not paid in
cash. The issuance of such additional shares shall, along with
any payments in cash, constitute full payment of such dividend.
Any shares of Series B Preferred Stock issued in payment of
dividends shall be entitled to receive and be paid dividends with
all other shares of Series B Preferred Stock at the time
outstanding, commencing on the next following Dividend Payment
Date.
(c) All dividends paid with respect to shares of Series B
Preferred Stock pursuant to this Section 3 shall be paid
cumulatively to the holders of record
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<PAGE> 7
on the record date for any dividend declared thereon, without
regard to the record ownership of any shares on any prior
Dividend Payment Date and shall be paid pro rata to the holders
entitled thereto.
(d) Except as permitted by Section 5(b) hereof, (i) each
holder of shares of the Series B Preferred Stock shall be
entitled to receive the dividends specified in this Section 3 in
preference to and in priority over any dividends on any of the
Other Securities and (ii) so long as any shares of the Series B
Preferred Stock are outstanding, the Corporation shall not
declare, pay or set apart for payment any dividend on, or
directly or indirectly purchase or incur any mandatory
redemption, sinking fund or other similar obligation in respect
of, any of the Other Securities or any warrants, rights, calls or
options exercisable for or convertible into any of the Other
Securities, or make any distribution in respect thereof, either
directly or indirectly, whether in cash or obligations of the
Corporation or other property, unless prior to or concurrently
with such declaration, payment, setting apart for payment,
purchase, redemption or distribution, as the case may be, (A) the
Corporation shall have paid all accrued and unpaid dividends on
the Series B Preferred Stock not paid on the Dividend Payment
Dates and (B) the Corporation shall then be in compliance with
all of its other obligations relating to the Series B Preferred
Stock.
(e) Each fractional share of Series B Preferred Stock
outstanding shall be entitled to a ratably proportionate amount
of all dividends accruing with respect to each outstanding share
of Series B Preferred Stock pursuant to this Section 3. All such
dividends on such outstanding fractional shares shall accrue and
be payable in the same manner and at the same times as such
dividends on such outstanding shares of Series B Preferred Stock.
(f) All dividends accrued or issued under this Section 3
shall be rounded
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<PAGE> 8
to the nearest cent or one hundredth (1/100) of a share, as the
case may be. Any provision of this Section 3 to the contrary
notwithstanding, no adjustment in any dividend shall be made if
the amount of such adjustment would be less than one cent ($.01)
or one hundredth (1/100) of a share, as the case may be, but any
such amount shall be carried forward and an adjustment with
respect thereto shall be made at the time that such amount,
together with any other amount or amounts so carried forward,
shall aggregate one cent ($.01) or one hundredth (1/100) of a
share, as the case may be, or more.
(g) Notwithstanding any other provision of this Section 3,
the Corporation shall not pay dividends on or with respect to the
Series B Preferred Stock on any Dividend Payment Date to the
extent that the payment of such dividends on such Dividend
Payment Date would constitute or result in a default by the
Corporation under any agreement for borrowed money, promissory
note or other debt instrument to which the Corporation is a party
or by which it is bound, provided that all such unpaid dividends
shall be accrued in accordance with Section 3(b) above.
4. Liquidation, Sale, etc.
(a) In the event of any voluntary or involuntary
liquidation, distribution of assets (other than the payment of
dividends), dissolution or winding-up of the Corporation
(collectively, a "Liquidation"), the holders of the Series B
Preferred Stock shall be entitled to receive out of assets of the
Corporation available for distribution to its stockholders an
amount in cash equal to $1,000 for each share of Series B
Preferred Stock outstanding plus an amount in cash equal to all
accrued and unpaid dividends payable to them pursuant to Section
3 hereof, if any. Except as permitted by Section 5(b) hereof, no
payments shall be made and no assets shall be distributed to the
holders of any shares of any Other Securities upon Liquidation
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<PAGE> 9
unless all of the holders of the Series B Preferred Stock shall
have received payment of the full amount so due. If the assets of
the Corporation shall be insufficient to pay in full such
preferential amounts, then such assets shall be distributed among
the holders of the Series B Preferred Stock ratably in accordance
with the respective amounts which would be payable on such shares
if all amounts payable thereon were paid in full. For purposes of
this Section 4, the sale, lease, conveyance, exchange or transfer
(for cash, shares of stock, securities or other consideration)
of all or substantially all of the property or assets of the
Corporation and the consolidation or merger of the Corporation
with or into any other corporation shall be deemed a Liquidation
within the meaning of this Section 4.
(b) The Board of Directors of the Corporation shall not
enter into or approve any contract or agreement providing for,
consummate any transaction involving, or otherwise cause or
permit to occur, any acquisition of the Corporation by one or
more Persons by way of consolidation or merger (resulting in the
exchange of the outstanding shares of capital stock of the
Corporation for cash, securities or other property), or any sale
or lease of all or substantially all of the property or assets of
the Corporation (any such acquisition, lease or sale being an
"Event"), unless such contract, agreement or transaction provides
that any distribution of cash, securities or other property made
pursuant to the terms of such Event shall first be made to or set
apart for holders of shares of the Series B Preferred Stock in an
amount equal in value (in the case of securities or other
property, as determined in good faith by the Board of Directors
of the Corporation) to (i) $1,000 for each share of Series B
Preferred Stock outstanding plus (ii) all accrued and unpaid
dividends, if any on the shares of Series B Preferred Stock held
by them; provided, that the rights of the holders of shares of
the Series B Preferred Stock to receive any such cash, securities
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<PAGE> 10
or other property pursuant to this Section 4(b) shall be subject
to the consummation of such Event.
(c) The liquidation payment with respect to each outstanding
fractional share of Series B Preferred Stock shall be equal to a
ratably proportionate amount of the liquidation payment with
respect to each outstanding share of Series B Preferred Stock.
5. Voting.
(a) Except as hereinafter provided in this Section 5 or as
expressly required by the GCL or other applicable law, the
holders of shares of Series B Preferred Stock shall not be
entitled to vote their shares with respect to any matter brought
before the stockholders (or any class of stockholders) of the
Corporation.
(b) So long as any shares of the Series B Preferred Stock
are outstanding, the Corporation shall not, without the consent
of the holders of at least a majority of the shares of Series B
Preferred Stock then outstanding, voting separately as a class
(which consent shall be given in writing or by vote at a meeting
of stockholders called for such purpose for which notice shall
have been given to the holders of the Series B Preferred Stock):
(i) in any manner amend, alter or repeal any provision
hereof or of the Restated Certificate of Incorporation or
By-laws of the Corporation so as to affect adversely the
designations, powers, preferences, rights, qualifications,
limitations or restrictions of the Series B Preferred Stock;
(ii) create, authorize or issue (other than as
contemplated herein) any class or series of capital stock, or
reclassify any shares of any class or series of capital stock
into shares of any class or series of
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<PAGE> 11
capital stock, (A) on a parity with or having priority over
the Series B Preferred Stock or (B) affecting adversely the
Series B Preferred Stock or the holders thereof;
(iii) increase the authorized number of shares of
Series B Preferred Stock (except as may be necessary to
permit the payment of one or more stock dividends pursuant
to Section 3 hereof) or reclassify any shares of the Series
B Preferred Stock; or
(iv) consolidate with or merge with or into any other
corporation or sell, lease, transfer or otherwise dispose of
all or substantially all of its assets.
(c) (i) If at any time a dividend on the Series B Preferred
Stock shall be accrued and unpaid in whole or in part on a
Dividend Payment Date, and such dividend shall remain unpaid in
whole or in part for more than 45 days following such Dividend
Payment Date, then, during the period commencing on the day
following the end of such 45-day period and ending on the earlier
of (A) the date on which all accrued and unpaid dividends on the
Series B Preferred Stock shall have been paid and (B) the date on
which a Change in Control (as defined in Section 5(d) below)
shall have occurred (each such period being a "Default Period"),
the Corporation shall not, and shall not permit any Subsidiary
to, directly or indirectly, without the consent of the holders of
at least a majority of the shares of Series B Preferred Stock
then outstanding, voting separately as a class (which consent
shall be given in writing or by vote at a meeting of stockholders
called for such purpose for which notice shall have been given to
the holders of the Series B Preferred Stock):
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<PAGE> 12
(1) (a) make or own any Investment, (b) purchase or
otherwise acquire any assets other than assets used in the
ordinary course of business, or (c) become liable for any
liability or obligation of any other Person (including,
without limitation, by way of a guaranty), except that:
(x) the Corporation may make and continue to own
Permitted Investments;
(y) the Corporation may continue to own Investments
in any Subsidiary, or any capital stock of any other
Person, outstanding on the day prior to such Dividend
Payment Date; and
(z) the Corporation may remain liable for any
liability or obligation of another Person to the extent
that such liability of the Corporation was outstanding
on the day prior to such Dividend Payment Date;
(2) declare, order, pay, make or set apart for payment
any Restricted Payment;
(3) make Capital Expenditures aggregating in excess of
$300,000;
(4) take any action, including, without limitation,
with respect to the capitalization of the Corporation, which
would have the effect, directly or indirectly, of reducing
the funds then or thereafter legally available for the
payment of dividends on or redemption of the Series B
Preferred Stock;
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<PAGE> 13
(5) enter into any contractual or other commitment,
arrangement or transaction with any Affiliate (other than a
holder of Series B Preferred Stock), including, without
limitation, the purchase, sale or exchange of property or
the rendering of any service to any Affiliate (other than a
holder of Series B Preferred Stock), other than (a) upon
terms which are fair and reasonable, in the good faith
judgment of the Board of Directors of the Corporation, and
no less favorable to the Corporation or to any Subsidiary
than it would obtain in a comparable arms-length transaction
with a Person not an Affiliate; and (b) the payments and
actions permitted under the terms of Section 9(a)(x) hereof;
(6) make any optional prepayment in respect of any
Indebtedness; or
(7) agree to take any of the actions referred to in
clauses (1) through (6) above.
(ii) Upon the termination of any Default Period existing
from time to time, the covenants set forth in clauses (1) through
(7) above shall thereafter be of no further force or effect,
subject to renewal from time to time upon the same terms and
conditions as are set forth in Section 5(c)(i) above.
(d) (i) During the duration of any of the periods of time
described in clauses (A) or (B) below (each such period being a
"Special Voting Period"), the holders of the Series B Preferred Stock,
voting separately as a class, shall be entitled to elect the smallest
number of directors which will constitute a majority of the Board of
Directors of the Corporation (each such election being a "Change in
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<PAGE> 14
Control") and the holders of the other classes of the capital stock of
the Corporation entitled to vote on the election of directors shall be
entitled to elect the remaining members of the Board of Directors:
(A) If at any time dividends on the Series B Preferred Stock
shall be accrued and unpaid in whole or in part for two or more
consecutive Dividend Payment Dates, and such dividends shall
remain unpaid in whole or in part for more than 30 days following
the second such Dividend Payment Date, then a Special Voting
Period shall commence on the day after such 30-day period and
shall continue until the date on which all accrued and unpaid
dividends on the Series B Preferred Stock shall have been paid in
full.
(B) If any shares of the Series B Preferred Stock shall be
outstanding after April 30, 2003, then a Special Voting Period
shall commence on May 1, 2003 and shall continue until the
Corporation shall have redeemed all of the outstanding shares of
Series B Preferred Stock in accordance with Section 7 hereof.
(ii) Upon termination of all Special Voting Periods existing
from time to time, the rights of the holders of the Series B Preferred
Stock to elect a majority of the Board of Directors pursuant to this
Section 5(d) shall cease, subject to renewal from time to time upon
the same terms and conditions as are set forth in this Section 5(d).
(iii) At any time after the voting power to elect a majority
of the Board of Directors (such directors sometimes hereinafter
referred to as the "B Directors") shall have become vested in the
holders of the Series B Preferred Stock pursuant to this Section 5(d),
the Chairman
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<PAGE> 15
or President of the Corporation may, and upon the request of the
holders of at least ten percent (10%) of the Series B Preferred Stock
then outstanding addressed to him at the principal office of the
Corporation shall, call a special meeting for the election of
directors by the holders of each class of the capital stock of the
Corporation entitled to vote for the election of directors, to be held
at such place and upon such notice (but not more than 60 days' notice)
as is provided in the By-laws of the Corporation for the holding of
special meetings of stockholders. If such meeting shall not be so
called within 30 days after delivery of such request to the principal
office of the Corporation, then the record holders who requested such
meeting may, at the expense of the Corporation, call such meeting at
the place and upon the notice above provided, and for such purpose
shall have access to the stock books and records of the Corporation.
At any meeting so called and at any annual meeting held while the
holders of the Series B Preferred Stock have the voting power to elect
a majority of the Board of Directors, the holders of a majority of the
then outstanding Series B Preferred Stock, present in person or by
proxy, shall be sufficient to constitute a quorum for the election of
B Directors as herein provided. The terms of office of all persons who
are directors of the Corporation at the time of such meeting shall
terminate upon the election at such meeting by the holders of the
Series B Preferred Stock of B Directors, and the persons so elected as
B Directors by the holders of the Series B Preferred Stock, together
with such persons, if any, as may be elected as directors by the
holders of the other classes of the capital stock of the Corporation
entitled to vote on the election of directors, shall constitute the
duly elected directors of the Corporation. Notwithstanding the
foregoing provisions of this clause (iii) to the contrary, such
election of B Directors may be effected without a meeting of
stockholders, without prior notice and without a vote if such
stockholders shall consent in writing to
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<PAGE> 16
such election of directors in accordance with the provisions of
Section 228 (or any successor provision) of the GCL as then in effect.
(iv) Whenever the holders of the Series B Preferred Stock
shall be divested of such voting power pursuant to Section 5(d)(ii)
above, the term of office of the directors elected by such holders
shall forthwith terminate without further action, and the term of
office of all other persons who are at the time directors of the
Corporation shall terminate upon the election of their successors by
the holders of each class of the capital stock of the Corporation
(other than the Series B Preferred Stock) entitled to vote on the
election of directors.
(e) In all cases where the holders of shares of Series B
Preferred Stock have the right to vote separately as a class, each
such holder shall be entitled to one vote for each such share held by
him.
6. Retirement of Shares. Shares of the Series B Preferred Stock
which have been issued and subsequently repurchased or reacquired in
any manner by the Corporation shall become authorized and unissued
shares of preferred stock but shall not be reissued as shares of
Series B Preferred Stock.
7. Redemption of Series B Preferred Stock.
(a) Redemption. Subject to Section 7(f) below, at any time and
from time to time after the fifth anniversary of the date of issuance
of the Series B Preferred Stock, the Corporation may, at its option,
repurchase all or any part (in a minimum amount of 1,500 shares) of
the shares of Series B Preferred Stock then outstanding (each such
purchase being a "Redemption") at a price per share (the "Redemption
Price") equal to the sum of (i) $1,000 and (ii) all accrued and unpaid
dividends thereon to but excluding the date
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<PAGE> 17
fixed by the Corporation for such redemption (the "Redemption Date").
(b) Redemption Notice.
(i) The Corporation may cause a Redemption by giving written
notice thereof (a "Redemption Notice") to all of the registered
holders of shares of the Series B Preferred Stock at least 15
(but not more than 90) days prior to the Redemption Date. The
Redemption Notice shall specify the Redemption Date, the time and
place of the closing of such Redemption (the "Closing"), the
number of shares of Series B Preferred Stock to be redeemed (the
"Redemption Shares"), and the Redemption Price to be paid
therefor. The Corporation shall deliver the Redemption Notice to
each holder of Series B Preferred Stock at the address shown on
the Corporation's record of stockholders.
(ii) If the Redemption Notice is delivered personally
against proper receipt or by confirmed telefax or telex, it shall
be effective upon delivery; If it is delivered by certified or
registered mail, return receipt requested, with postage prepaid,
by Federal Express or similar courier service with courier fees
paid by the Corporation or by telegraph or cable, it shall be
effective two business days following the date when mailed,
couriered, telegraphed or cabled, as the case may be.
(iii) Notwithstanding the prior delivery of a Redemption
Notice, the Corporation may elect not to consummate a Redemption
by giving written notice (in any manner permitted by clause (ii)
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<PAGE> 18
above) of such election to all of the holders of Series B
Preferred Stock at least 10 days prior to the scheduled
Redemption Date. If such notice is properly and timely given, the
Corporation and such holders shall be relieved of their
respective obligations with respect to such (but only such)
Redemption.
(c) Closing of Redemption. At the Closing, each holder of shares
of Series B Preferred Stock shall sell his Redemption Shares to the
Corporation, free and clear of any and all Liens, other than those
imposed hereby or by applicable federal or state securities laws, and
shall deliver to the Corporation the certificate or certificates
representing such Redemption Shares, duly endorsed in blank or
accompanied by stock powers or other instruments of transfer duly
executed in blank, with all requisite stock transfer stamps, if any,
affixed thereto, against tender by the Corporation of payment of the
Redemption Price therefor. The Corporation shall make such payment by
certified or bank cashier's check or by wire transfer to an account
designated by such holder to the Corporation at least three business
days prior to the Redemption Date.
(d) Redemption Allocation. In case only a part of the Series B
Preferred Stock at the time outstanding is to be redeemed, the shares
to be redeemed shall be allocated among all of the holders of record
of the Series B Preferred Stock on the date such redemption is
declared in proportion to their respective holdings.
(e) Effect of Redemption. If (i) the Corporation shall have given
the Redemption Notice in the manner described above, (ii) the
Corporation shall have set apart all funds necessary to pay the
Redemption Price for all shares of the Series B Preferred Stock to be
redeemed, (iii) all such funds shall be available for the sole purpose
of paying the amount due for all shares of the Series B Preferred
- 18 -
<PAGE> 19
Stock to be redeemed, and (iv) the Corporation shall have tendered
payment of the Redemption Price contingent only upon surrender of the
stock certificate or certificates evidencing the shares of Series B
Preferred Stock to be redeemed, duly endorsed to the Corporation;
then, from and after the Redemption Date, the shares of Series B
Preferred Stock to be redeemed pursuant to the Redemption Notice shall
be deemed to no longer be outstanding, and all rights with respect to
such shares shall forthwith cease, except the right of the former
holders thereof to receive the Redemption Price therefor, without
interest.
(f) Corporation Prohibited by Law or Otherwise. Notwithstanding
any other provision hereof to the contrary, the Corporation shall not
repurchase shares of the Series B Preferred Stock to the extent that
it does not have funds legally available therefor or if such
Redemption is prohibited by, or counsel to the Corporation reasonably
believes that such Redemption is prohibited by, or would constitute or
result in a default under, any applicable federal or state law, rule
or regulation or any agreement, promissory note or debt instrument to
which the Corporation is a party or by which it is bound.
8. No Conversion Right. The Series B Preferred Stock shall not be
convertible into Common Stock.
9. General Provisions.
(a) As used herein:
(i) The term "Affiliate" means any Person controlling,
controlled by or under common control with the Corporation. For
purposes of this definition, "control" when used with respect to
any Person means the power to direct the management and policies
of such Person, directly or indirectly, whether through the
ownership of voting
- 19 -
<PAGE> 20
securities, by contract or otherwise, and the terms "controlling"
and "controlled" have meanings correlative to the foregoing.
(ii) The term "Capital Expenditures" means, for any period,
the aggregate of all expenditures, including obligations under
capital leases (as determined in accordance with GAAP), of the
Corporation and its Subsidiaries taken as a whole during such
period that, in conformity with GAAP, are required to be
capitalized and reflected in the property, plant and equipment or
similar fixed asset accounts on the consolidated balance sheet of
the Corporation.
(iii) The term "GAAP" means generally accepted accounting
principles as in effect in the United States as of the time and
for the period as to which such accounting principles are to be
applied.
(iv) The term "Indebtedness" means, as applied to any
Person, (A) any indebtedness for borrowed money which such Person
has directly or indirectly created, incurred or assumed, (B) all
obligations secured by any Lien on any property or asset owned or
held by such Person subject thereto, whether or not the
obligations secured thereby shall have been assumed, (C) any
indebtedness of the character referred to in clauses (A) or (B)
of this definition deemed extinguished under GAAP but for which
such Person remains legally liable, and (D) all liabilities and
obligations of others with respect to which such Person has
become
- 20 -
<PAGE> 21
liable or obligated (including, without limitation, by way of a
guaranty).
(v) The term "Investment" means, as applied to any Person,
any direct or indirect purchase or other acquisition by such
Person of the capital stock or other securities of any other
Person, or any direct or indirect loan, advance (other than
advances to employees or consultants for moving and travel
expenses, drawing accounts and similar expenditures in the
ordinary course of business) or capital contribution by such
Person to any other Person, including all Indebtedness and
accounts receivable from such other Person which are not current
assets or did not arise from sales to such other Person in the
ordinary course of business.
(vi) The term "Lien" means, as applied to any Person, any
mortgage, lien, pledge, adverse claim, charge, security interest
or other encumbrance existing on such date in or on, or any
interest or title existing on such date of any vendor, lessor,
lender or other secured party to or of such Person under any
conditional sale or other title retention agreement or capital
lease (which is classified and accounted for as such in
accordance with GAAP) with respect to, any property or asset of
such Person, or the signing or filing of any financing statement
which names such Person as debtor, or the signing of any
then-effective security agreement authorizing any other party as
the secured party thereunder to file any financing statement.
- 21 -
<PAGE> 22
(vii) The term "outstanding", when used with reference to
shares of stock, means issued shares, excluding shares held by
the Corporation.
(viii) The term "Permitted Investments" means (A) marketable
direct obligations issued or unconditionally guaranteed by the
United States of America and maturing within one year from the
date of acquisition thereof by the Corporation, (B) time deposits
or certificates of deposit of a domestic bank having a capital
surplus and undivided profits of at least $100,000,000; provided,
that the aggregate amount of such deposits shall not exceed
$5,000,000 at any time, (C) commercial paper of a domestic issuer
rated either A1 or better by Standard & Poor's Corporation or P1
or better by Moody's Investors Service, Inc. and maturing within
270 days from the date of acquisition thereof by the Corporation,
and (D) shares or other interests in any investment company which
invests only in investments of the type specified in clauses (A)
through (C) above; provided, that the aggregate amount permitted
by this clause (D) shall not at any time exceed $2,500,000.
(ix) The term "Person" means any corporation, partnership,
trust, organization, association or other entity or individual.
(x) The term "Restricted Payment" means, as applied to any
Person (A) any redemption, retirement, purchase or other
acquisition, direct or indirect, of any shares of the capital
stock of such Person then
- 22 -
<PAGE> 23
outstanding, or of any warrants, rights or options to acquire any
shares of capital stock, or any inducements to any other Person
to acquire, vote or sell, or to abstain from acquiring, voting or
selling, shares of the capital stock of such Person, except any
redemption or purchase of shares of the Series B Preferred Stock
pursuant to Section 7 hereof or of any class or series of capital
stock created, authorized or issued pursuant to Section 5(b)(ii)
hereof; and (B) any direct or indirect loan, extension of credit
or advance (other than advances to employees and consultants for
moving and travel expenses, drawing accounts and similar
expenditures in the ordinary course of business) to any Person
directly or indirectly holding any shares of stock of such
Person.
(xi) The term "Stated Value" means, with respect to a share
of Series B Preferred Stock, $1,000.
(xii) The term "Subsidiary" means any corporation, the
majority of the voting stock of which is owned, directly or
indirectly through one or more Subsidiaries, by the Corporation.
(b) All shares of Series B Preferred Stock which may be issued on
a Dividend Payment Date in lieu of payment in cash will, upon issuance
by the Corporation, be duly and validly issued, fully paid and
nonassessable, free from all taxes and Liens with respect to the
issuance thereof, and the Corporation shall take no action which will
cause a contrary result.
(c) The headings contained herein are for convenience of
reference only and
- 23 -
<PAGE> 24
shall not define, limit or otherwise affect in any way the meaning or
interpretation of any of the terms or provisions hereof.
FURTHER RESOLVED, that the Corporation hereby reserves, at all
times so long as any shares of the Series B Preferred Stock shall
remain outstanding, free from preemptive rights, out of its treasury
stock or its authorized but unissued shares of Series B Preferred
Stock, or both, a sufficient number of shares of Series B Preferred
Stock to provide for any and all dividend payments to be made by the
Corporation issuing additional fully paid and nonassessable shares of
Series B Preferred Stock in lieu of payment in cash."
FIFTH: MANAGEMENT OF THE AFFAIRS OF THE CORPORATION. The following
provisions relate to the management of the business and the conduct of the
affairs of the Corporation and are inserted for the purpose of creating,
defining, limiting and regulating the powers of the Corporation and its
directors and stockholders:
1. The management of the business and the conduct of the affairs of the
Corporation shall be vested in its Board of Directors. The number of directors
which shall constitute the whole Board of Directors shall be fixed exclusively
by one or more resolutions adopted from time to time by the Board of Directors.
The Board of Directors shall be divided into three classes designated as
Class I, Class II, and Class III, respectively. Directors shall be assigned to
each class in accordance with one or more resolutions adopted by the Board of
Directors. At the first annual meeting of stockholders following the date of
this Restated Certificate of Incorporation (the "Effective Date"), the term of
office of the Class I directors shall expire and the Class I directors shall be
elected for a full term of three years. At the second annual meeting of
stockholders following the Effective Date, the term of office of the Class II
directors shall expire and the Class II directors shall be elected for a full
term of three years. At the third annual meeting of stockholders following the
Effective Date, the term of office of the Class III directors shall expire and
the Class III directors shall be elected for a full term of three years. At each
succeeding annual meeting of stockholders, directors shall be elected for a full
term of three years to succeed the directors of the class whose terms expire at
such annual meeting.
- 24 -
<PAGE> 25
Notwithstanding the foregoing provisions of this Article, each director
shall serve until his or her successor is duly elected and qualified or until
his or her death, resignation or removal. No decrease in the number of directors
constituting the Board of Directors shall shorten the term of any incumbent
director.
Any vacancies on the Board of Directors resulting from death, resignation,
disqualification, removal or other causes shall be filled by the affirmative
vote of a majority of the remaining directors then in office, even though less
than a quorum of the Board of Directors. Newly created directorships resulting
from any increase in the number of directors shall, unless the Board of
Directors determines by resolution that any such newly created directorship
shall be filled by the stockholders, be filled only by the affirmative vote of
the directors then in office, even though less than a quorum of the Board of
Directors. Any director elected in accordance with the preceding sentence shall
hold office for the remainder of the full term of the class of directors in
which the new directorship was created or the vacancy occurred and until such
director's successor shall have been elected and qualified.
2. In furtherance and not in limitation of the powers conferred by statute,
the Board of Directors is expressly authorized to make, alter, amend or repeal
the Bylaws of the Corporation.
3. The election of directors of the Corporation need not be by written
ballot.
4. No action shall be taken by the stockholders of the Corporation except
(i) at an annual or special meeting of the stockholders called in accordance
with the Bylaws of the Corporation or (ii) by written consent without a meeting
made in accordance with the Bylaws.
5. Advance notice of stockholder nominations for the election of directors
and of business to be brought by stockholders before any meeting of the
stockholders of the Corporation shall be given in the manner provided in the
Bylaws of the Corporation.
6. Any director, or the entire Board of Directors, may be removed from
office at any time (i) with cause (as defined in the Bylaws of the Corporation)
by the affirmative vote of the holders of at least a majority of the voting
power of all of the then-outstanding shares of the voting stock of the
Corporation entitled to vote generally in the election of directors (the "Voting
Stock"), voting together as a single class at a duly called meeting of
stockholders; or (ii) with or without cause by
- 25 -
<PAGE> 26
the affirmative vote of at least a majority of the members of the Board of
Directors then in office except the director or directors whose removal is being
considered.
SIXTH: REORGANIZATION. Whenever a compromise or arrangement is proposed
between this corporation and its creditors or any class of them and/or between
this corporation and its stockholders or any class of them, any court of
equitable jurisdiction within the State of Delaware may, on the application in a
summary way of this corporation or of any creditor or stockholder thereof or on
the application of any receiver or receivers appointed for this corporation
under the provisions of ss.291 of Title 8 of the Delaware Code or on the
application of trustees in dissolution or of any receiver or receivers appointed
for this corporation under the provisions of ss.279 of Title 8 of the Delaware
Code order a meeting of the creditors or class of creditors, and/or of the
stockholders or class of stockholders of this corporation, as the case may be,
to be summoned in such manner as the said court directs. If a majority in number
representing three-fourths in value of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this corporation, as the
case may be, agrees to any compromise or arrangement and to any reorganization
of this corporation as consequence of such compromise or arrangement, the said
compromise or arrangement and the said reorganization shall, if sanctioned by
the court to which the said application has been made, be binding on all the
creditors or class of creditors, and/or on all the stockholders or class of
stockholders, of this corporation, as the case may be, and also on this
corporation.
SEVENTH: LIMITATION OF LIABILITY OF DIRECTORS. No director of the
Corporation shall be personally liable to the Corporation or its stockholders
for monetary damages for breach of his fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the
Corporation or its stockholders, (ii) for acts or omissions not in good faith or
which involve intentional misconduct or a knowing violation of law, (iii) under
Section 174 of the General Corporation Law of the State of Delaware or (iv) for
any transaction from which the director derived an improper personal benefit. If
the General Corporation Law of the State of Delaware is amended after the date
hereof to authorize corporate action further eliminating or limiting the
liability of directors, then the liability of each director of the Corporation
shall automatically be eliminated or limited to the fullest extent permitted by
the General Corporation Law of the State of Delaware, as so amended. Any repeal
or modification of the provisions of this Article SEVENTH shall not adversely
affect any right or protection of a director of the Corporation existing
pursuant to this Article SEVENTH at the time of such repeal or modification.
- 26 -
<PAGE> 27
EIGHTH: AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION. The Corporation
reserves the right to amend, alter, change or repeal any provision contained in
this Restated Certificate of Incorporation, in the manner now or hereafter
prescribed by statute, except as provided in Article NINTH of this Restated
Certificate of Incorporation, and all rights conferred upon the stockholders
herein are granted subject to this right.
NINTH: AMENDMENT OF ARTICLES FIFTH AND EIGHTH. Notwithstanding any other
provision of this Restated Certificate of Incorporation or any provision of law
which might otherwise permit a lesser vote or no vote, but in addition to any
affirmative vote of the holders of any particular class or series of the Voting
Stock required by law, this Restated Certificate of Incorporation or any
Preferred Stock Designation, the affirmative vote of the holders of at least
sixty-six and two-thirds percent (66-2/3%) of the voting power of all of the
then-outstanding shares of the Voting Stock, voting together as a single class,
shall be required to amend, alter, change or repeal any provision of Articles
FIFTH or EIGHTH of this Restated Certificate of Incorporation.
IN WITNESS WHEREOF, the undersigned has executed this Restated Certificate
of Incorporation as of the 14th day of February, 1994.
TRACTOR SUPPLY COMPANY
By: /s/ Joseph H. Scarlett, Jr.
-----------------------------------
Joseph H. Scarlett, Jr.
Chairman of the Board and
Chief Executive Officer
ATTEST:
/s/ Michael J. Kincaid
- ----------------------------------
Michael J. Kincaid
Secretary
- 27 -
<PAGE> 1
Exhibit 3.2
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
TRACTOR SUPPLY COMPANY
(Under Section 242 of the Delaware
General Corporation Law)
THE UNDERSIGNED, being the Chairman of the Board and Chief Executive
Officer of Tractor Supply Company, a Delaware corporation (the "Corporation"),
does hereby certify that:
1. The name of the Corporation is Tractor Supply Company. The Corporation
was originally incorporated under the name TSC Acquisition, Inc.
2. The Certificate of Incorporation of the Corporation was originally filed
with the Secretary of State of the State of Delaware on December 2, 1982.
3. This amendment of the Restated Certificate of Incorporation of the
Corporation has been duly adopted in accordance with the provisions of Section
242 of the General Corporation Law of the State of Delaware.
4. The amendment of the Restated Certificate of Incorporation of the
Corporation effected by this Certificate of Amendment amends the Restated
Certificate of Incorporation of the Corporation by changing certain of the
provisions therein relating to the redemption of shares of the Series B
Preferred Stock, par value $1.00 per share, of the Corporation. Such amendment
shall be effected by deleting Section 2(B)(7)(a) of Article FOURTH of the
Restated Certificate of Incorporation of the Corporation in its entirety and
inserting in lieu thereof the new Section 2(B)(7)(a) of Article FOURTH set forth
below:
7. Redemption of Series B Preferred Stock.
(a) Redemption. Subject to Section 7(f) below, at any time and
from time to time on or after May 1, 1995, the Corporation may, at its
option, repurchase all or any part of the shares of Series B Preferred
Stock then outstanding (each such purchase being a "Redemption") at a
price per share (the "Redemption Price") equal to the sum of (i)
$1,000 and (ii) all accrued and unpaid dividends thereon to but
excluding the date fixed by the Corporation for such Redemption
(the "Redemption Date").
<PAGE> 2
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment as of the 27th day of April, 1995.
TRACTOR SUPPLY COMPANY
By: /s/ Joseph H. Scarlett, Jr.
---------------------------------
Joseph H. Scarlett, Jr.
Chairman of the Board and
Chief Executive Officer
ATTEST:
/s/ Michael J. Kincaid
- ------------------------------
Michael J. Kincaid
Secretary
- 2 -
<PAGE> 1
Exhibit 3.3
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
TRACTOR SUPPLY COMPANY
(Under Section 242 of the Delaware
General Corporation Law)
THE UNDERSIGNED, being the Chairman of the Board and Chief Executive
Officer of Tractor Supply Company, a Delaware corporation (the "Corporation"),
does hereby certify that:
1. The name of the Corporation is Tractor Supply Company. The Corporation
was originally incorporated under the name TSC Acquisition, Inc.
2. The Certificate of Incorporation of the Corporation was originally filed
with the Secretary of State of the State of Delaware on December 2, 1982.
3. This amendment of the Restated Certificate of Incorporation of the
Corporation, as amended (the "Restated Certificate of Incorporation"), has been
duly adopted in accordance with the provisions of Section 242 of the General
Corporation Law of the State of Delaware.
4. This Certificate of Amendment amends the Restated Certificate of
Incorporation of the Corporation by increasing the number of authorized shares
of Common Stock, par value $.008 per share, from 9,500,000 shares to 100,000,000
shares. Such amendment shall be effected by deleting the first sentence of
Article FOURTH of the Restated Certificate of Incorporation in its entirety and
inserting the following in lieu thereof:
FOURTH: CAPITAL STOCK. The total number of shares of stock that the
Corporation shall have authority to issue is 100,040,000 shares of capital
stock, of which (a) 100,000,000 shares shall be of a class designated
"Common Stock," par value $.008 per share, and (b) 40,000 shares shall be
of a class designated "Preferred Stock," par value $1.00 per share (of
which 20,000 shares shall be of a series designated "Series B Preferred
Stock").
<PAGE> 2
IN WITNESS WHEREOF, the undersigned has executed this Certificate of
Amendment as of the 30th day of April, 1997.
TRACTOR SUPPLY COMPANY
By: /s/ Joseph H. Scarlett, Jr.
---------------------------------
Joseph H. Scarlett, Jr.
Chairman of the Board and
Chief Executive Officer
ATTEST:
/s/ Michael J. Kincaid
- ---------------------------
Michael J. Kincaid
Secretary
-2-
<PAGE> 1
Exhibit 10.25
AMENDMENT TO THE
TRACTOR SUPPLY COMPANY 1994 STOCK OPTION PLAN
WHEREAS, Tractor Supply Company (the "Company") sponsors the Tractor Supply
Company 1994 Stock Option Plan (the "Plan"); and
WHEREAS, the Board of Directors of the Company has determined that it is in
the best interest of the Company and its stockholders to amend the Plan in the
manner contemplated below (the "Amendment"); and
WHEREAS, the stockholders of the Company approved the Amendment on April
24, 1997 at the 1997 Annual Meeting of the stockholders of the Company.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Section 1.5(a) of the Plan is hereby amended by deleting the first
sentence thereof in its entirety and replacing it with the following:
(a) Subject to Section 3.5 (relating to adjustments upon changes in
capitalization), as of any date the total number of shares of Common Stock
with respect to which options, unrelated stock appreciation rights and
restricted stock awards may be granted under the Plan shall be equal to the
excess (if any) of (i) 1,000,000 shares over (ii) the sum of (A) the number
of shares of Common Stock subject to outstanding options and outstanding
unrelated stock appreciation rights and the number of shares subject to
outstanding restricted stock awards not vested pursuant to the lapse of
restrictions granted under the Plan, (B) the number of shares previously
issued pursuant to the exercise of options granted under the Plan, (C) the
number of shares subject to an option or part thereof which is cancelled by
the Committee and for which cash is paid in respect thereof pursuant to
Section 2.5(f), (D) the number of shares in respect of which stock
appreciation rights granted under the Plan shall have previously been
exercised, and (E) the number of shares previously vested pursuant to the
lapse of restrictions under restricted stock awards granted under the Plan.
2. Except as expressly amended hereby, the Plan shall remain in full force
and effect.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
FINANCIAL STATEMENTS OF TRACTOR SUPPLY CO. FOR THE SIX MONTHS ENDED JUNE 28,
1997 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-27-1997
<PERIOD-START> DEC-29-1996
<PERIOD-END> JUN-28-1997
<CASH> 11,670
<SECURITIES> 0
<RECEIVABLES> 6,369
<ALLOWANCES> 0
<INVENTORY> 153,123
<CURRENT-ASSETS> 174,178
<PP&E> 72,381
<DEPRECIATION> 21,117
<TOTAL-ASSETS> 227,924
<CURRENT-LIABILITIES> 104,448
<BONDS> 22,416
0
0
<COMMON> 70
<OTHER-SE> 98,968
<TOTAL-LIABILITY-AND-EQUITY> 227,924
<SALES> 255,902
<TOTAL-REVENUES> 255,902
<CGS> 190,490
<TOTAL-COSTS> 190,490
<OTHER-EXPENSES> 54,227
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,070
<INCOME-PRETAX> 10,115
<INCOME-TAX> 4,053
<INCOME-CONTINUING> 6,062
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 6,062
<EPS-PRIMARY> .69
<EPS-DILUTED> .69
</TABLE>
