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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS PURSUANT TO RULES 13d-1(b)
AND (c) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(AMENDMENT NO. 3)(1)
TRACTOR SUPPLY COMPANY
- --------------------------------------------------------------------------------
(Name of Issuer)
COMMON STOCK, PAR VALUE $.008 PER SHARE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
892356106
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(CUSIP number)
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18 of the
Securities Exchange Act of 1934 or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
Page 1 of 6 Pages
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CUSIP NO. 892356106 PAGE 2 OF 6 PAGES
13G
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Thomas O. Flood
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /X/
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3 SEC USE ONLY
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4 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
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5 SOLE VOTING POWER
NUMBER OF
549,842
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
----------------------------------------------------
6 SHARED VOTING POWER
0
----------------------------------------------------
7 SOLE DISPOSITIVE POWER
549,842
----------------------------------------------------
8 SHARED DISPOSITIVE POWER
0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
549,842
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10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES*
/X/
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11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
6.3%
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12 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1(a). NAME OF ISSUER:
Tractor Supply Company
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
320 Plus Park Boulevard, Nashville, TN 37217
ITEM 2(a). NAME OF PERSON FILING:
Thomas O. Flood
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
320 Plus Park Boulevard, Nashville, TN 37217
ITEM 2(c). CITIZENSHIP:
U.S.A.
ITEM 2(d). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.008 per share
ITEM 2(e). CUSIP NUMBER:
892356106
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-1(b), OR
13d-2(b), CHECK WHETHER THE PERSON FILING IS A:
(a) / / Broker or dealer registered under Section 15 of the Act,
(b) / / Bank as defined in Section 3(a)(6) of the Act,
(c) / / Insurance Company as defined in Section 3(a)(19) of the Act,
Page 3 of 6 Pages
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(d) / / Investment Company registered under Section 8 of the
Investment Company Act,
(e) / / Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
(f) / / Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see 13d-1(b)(1)(ii)(F),
(g) / / Parent Holding Company, in accordance with Rule
13d-1(b)(ii)(G); see Item 7,
(h) / / Group, in accordance with Rule 13d-1(b)(1)(ii)(H).
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned:
549,842
This amount includes 100,000 shares held by Mr. Flood's wife
as to which Mr. Flood disclaims beneficial ownership
pursuant to Rule 13d-4. Under certain circumstances, Mr.
Flood and his wife could be viewed as a group within the
meaning of Regulation 13D-G. Mr. Flood disclaims membership
in any such group.
This amount excludes 21,157 shares held for Mr. Flood's
account by the Tractor Supply Company Employee 401(k)
Retirement Plan. Mr. Flood has neither voting power nor
investment power with respect to these shares and
accordingly disclaims beneficial ownership of them pursuant
to Rule 13d-4.
(b) Percent of class:
6.3%
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote 549,842
(ii) Shared power to vote or to direct the vote 0
(iii) Sole power to dispose or to direct the disposition of
549,842
(iv) Shared power to dispose or to direct the disposition
of 0
Page 4 of 6 Pages
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ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as
of the date hereof the reporting person has ceased to be the beneficial owner of
more than five percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable.
Page 5 of 6 Pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 6, 1998
Thomas O. Flood
By: /s/ Michael J. Kincaid
----------------------
Michael J. Kincaid
Attorney-in-Fact*
- --------
* Pursuant to a Power of Attorney, dated March 21, 1994, filed with the
Reporting Person's Form 3, dated March 22, 1994, which is hereby
incorporated herein by reference.
Page 6 of 6 Pages
