<PAGE> 1
As filed with the Securities and Exchange Commission on June 14, 1999
Registration No. 333-
----------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
Tractor Supply Company
------------------------------------------------------
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C>
Delaware 13-3139732
- ------------------------------- -------------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
320 Plus Park Boulevard, Nashville, Tennessee 37217
- --------------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
</TABLE>
1994 Stock Option Plan
------------------------
(Full Title of the Plan)
Joseph H. Scarlett, Jr.
Chairman of the Board
and Chief Executive Officer
Tractor Supply Company
320 Plus Park Boulevard
Nashville, Tennessee 37217
---------------------------------------
(Name and Address of Agent for Service)
(615) 366-4600
-------------------------------------------------------------
(Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Edward M. Kane, Esq.
Richards & O'Neil, LLP
43 Arch Street
Greenwich, Connecticut 06830
(203) 869-6222
----------------------------
<PAGE> 2
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registra-
Registered Registered(1) Per Share(2) Price(2) tion Fee
- ---------- ------------- ------------ -------- --------
<S> <C> <C> <C> <C>
common stock, 1,000,000 shares $27.71875 $23,517,831 $6,537.96
par value
$.008 per share
- -----------------------------------------------------------------------------------------------------------
</TABLE>
(1) In accordance with Rule 416(a) under the Securities Act of 1933, as
amended, this registration statement also covers such additional
indeterminate number of shares as may be issuable as a result of any
stock dividend, stock split, reorganization or other similar
transaction.
(2) The proposed maximum aggregate offering price, estimated solely for the
purpose of calculating the registration fee, has been computed in
accordance with Rule 457(h) under the Securities Act of 1933, as
amended, and (i) in the case of shares of common stock which may be
purchased upon exercise of outstanding options, the fee is calculated
on the basis of the price at which the options may be exercised; and
(ii) in the case of shares of common stock for which options have not
yet been granted and the option price of which is therefore unknown,
the fee is calculated on the basis of the average of the high and low
prices of Tractor Supply Company's common stock, on June 11, 1999, as
reported by the Nasdaq National Market.
2
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
ITEM 1. PLAN INFORMATION.
The documents containing the information specified in Part I
of this registration statement will be sent or given to employees or to
non-employee directors as specified by Rule 428(b)(1) under the Securities Act
of 1933, as amended. Such documents need not be filed with the Securities and
Exchange Commission either as part of this registration statement or as
prospectuses or prospectus supplements pursuant to Rule 424. These documents and
the documents incorporated by reference in this registration statement pursuant
to Item 3 of Part II of this Form S-8, taken together, constitute a prospectus
that meets the requirements of Section 10(a) of the Securities Act of 1933, as
amended.
ITEM 2. REGISTRANT INFORMATION AND
EMPLOYEE PLAN ANNUAL INFORMATION.
Upon written or oral request, any of the documents
incorporated by reference in Item 3 of Part II of this registration statement
(which documents are incorporated by reference in this Section 10(a)
prospectus), other documents required to be delivered to eligible employees
pursuant to Rule 428(b) or additional information about the Tractor Supply
Company 1994 Stock Option Plan are available without charge by contacting:
Tractor Supply Company
320 Plus Park Blvd.
Nashville, Tennessee 37217
(615) 366-4600
Attention: Corporate Secretary
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been previously filed by Tractor
Supply Company (the "Company") with the Securities and Exchange Commission and
are incorporated in this registration statement by reference:
a. The Company's annual report on Form 10-K for the fiscal
year ended December 26, 1998.
3
<PAGE> 4
b. The Company's quarterly report on Form 10-Q for the quarter
ended March 27, 1999.
c. The description of the Company's Common Stock contained in
its registration statement on Form 8-A, filed with the Commission on January 31,
1994, as amended by the Form 8-A/A of the Company, filed with the Commission on
February 14, 1994, and any amendment or report filed for the purpose of updating
such description.
All documents subsequently filed by the Company with the
Commission pursuant to Section 13(a), 13(c), 14 and 15(d) of the Securities
Exchange Act of 1934, as amended, after the date of this Registration Statement
and prior to such time as the Company files a post-effective amendment to this
Registration Statement indicating that all securities offered have been sold, or
which deregisters all such securities then remaining unsold, shall be deemed to
be incorporated by reference in this registration statement and to be a part
hereof from the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
The validity of the shares of common stock issuable upon
exercise of options granted under the Tractor Supply Company 1994 Stock Option
Plan has been passed upon for the Company by Richards & O'Neil, LLP. Gerard E.
Jones, a partner of Richards & O'Neil, LLP, is a director and stockholder of the
Company. Mr. Jones also holds options granted under the 1994 Stock Option Plan
which he received for his services as a director.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the General Corporation Law of the State of
Delaware (the "DGCL") grants each corporation organized thereunder, such as the
Company, the power to indemnify its directors and officers against liabilities
for certain of their acts. Article VI of the Amended and Restated By-Laws of the
Company provides for indemnification of directors and officers of the Company to
the extent permitted by Section 145 of the DGCL. Section 102(b)(7) of the DGCL
permits a provision in the certificate of incorporation of each corporation
organized thereunder, such as the Company, eliminating or limiting, with certain
exceptions, the personal liability of a director to the corporation or its
stockholders for monetary damages for certain breaches of fiduciary duty as a
director. Article Seventh of the Restated Certificate of Incorporation of the
Company eliminates the liability of directors except to the extent that such
liability arises (i) from a breach of the director's duty of loyalty to the
Company or its stockholders, (ii) as a result of acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the DGCL, or (iv) from any transaction from which the
director derived an
4
<PAGE> 5
improper personal benefit. The foregoing statements are subject to the detailed
provisions of Section 102(b)(7) of the DGCL, Article Seventh of the Restated
Certificate of Incorporation of the Company and Article VI of the Amended and
Restated By-Laws of the Company, as applicable.
The Company maintains directors' and officers' liability
insurance which insures against certain liabilities that directors and officers
of the Company may incur in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not Applicable.
ITEM 8. EXHIBITS.
The following exhibits are filed (except where otherwise
indicated) as part of this registration statement:
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 Restated Certificate of Incorporation, as amended, of the
Company, filed with the Delaware Secretary of State on
February 14, 1994 (filed as Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q, filed with the Commission on
August 8, 1997, Commission File No. 000-23314, and
incorporated herein by reference).
4.2 Certificate of Amendment of the Restated Certificate of
Incorporation, as amended, of the Company, filed with the
Delaware Secretary of State on April 28, 1995 (filed as
Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q,
filed with the Commission on August 8, 1997, Commission
File No. 000-23314, and incorporated herein by reference).
4.3 Certificate of Amendment of the Restated Certificate of
Incorporation, as amended, of the Company, filed with the
Delaware Secretary of State on May 13, 1997 (filed as
Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q,
filed with the Commission of August 8, 1997, Commission
File No. 000-23314, and incorporated herein by reference).
4.4 Amended and Restated By-Laws of the Company (filed as
Exhibit 3.7 to the Company's registration statement on Form
S-1, Registration No. 33-73028, filed with the Commission
on December 17, 1993, and incorporated herein by
reference).
</TABLE>
5
<PAGE> 6
<TABLE>
<S> <C>
4.5 Tractor Supply Company 1994 Stock Option Plan (filed as
Exhibit 10.28 to the Company's registration statement on
Form S-1, Registration No. 33- 73028, filed with the
Commission on December 17, 1993, and incorporated herein by
reference).
4.6 Amendment to the Tractor Supply Company 1994 Stock Option
Plan (filed as Exhibit 10.25 to the Company's Quarterly
Report on Form 10-Q, filed with the Commission on August 8,
1997, Commission File No. 000-23314, and incorporated
herein by reference).
5 Opinion of Richards & O'Neil, LLP as to the legality of the
securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP to the incorporation
by reference in this registration statement of their report
on the financial statements included in the Company's
annual report on Form 10-K for the fiscal year ended
December 26, 1998.
23.2 Consent of Richards & O'Neil, LLP (included in the opinion
filed as Exhibit 5).
24.1 Power of Attorney, dated June 14, 1999, of Joseph H.
Scarlett, Jr.
24.2 Power of Attorney, dated June 14, 1999, of Thomas O.
Flood.
24.3 Power of Attorney, dated June 14, 1999, of Joseph D.
Maxwell.
24.4 Power of Attorney, dated June 14, 1999, of Joseph M.
Rodgers.
24.5 Power of Attorney, dated June 14, 1999, of S.P. Braud.
24.6 Power of Attorney, dated June 14, 1999, of Gerard E.
Jones.
</TABLE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or
sales are being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933, as amended;
6
<PAGE> 7
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities offered (if the total value of securities offered would not exceed
that which was registered) and any deviation from the high or low end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed with or furnished to the
Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended, that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, as amended, each such post-effective amendment shall
be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, as amended, that is incorporated
by reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
7
<PAGE> 8
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended, may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the Securities Act of 1933, as amended, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act of 1933, as amended, and will be
governed by the final adjudication of such issue.
8
<PAGE> 9
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Nashville, State of Tennessee, on
this 14th day of June, 1999.
TRACTOR SUPPLY COMPANY
By: /s/ Joseph H. Scarlett, Jr. *
---------------------------
Joseph H. Scarlett, Jr.
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Joseph H. Scarlett, Jr. * Chairman of the Board, June 14, 1999
- -------------------------------- President, Chief Executive
Joseph H. Scarlett, Jr. Officer and Director (Principal
Executive Officer)
/s/ Thomas O. Flood * Senior Vice President -- June 14, 1999
- ------------------------------ Administration and Finance,
Thomas O. Flood Chief Financial Officer and
Director (Principal Financial
Officer and Principal
Accounting Officer)
/s/ Joseph D. Maxwell* Director June 14, 1999
- ------------------------------
Joseph D. Maxwell
/s/ Joseph M. Rodgers* Director June 14, 1999
- ------------------------------
Joseph M. Rodgers
/s/ S.P. Braud* Director June 14, 1999
- ------------------------------
S.P. Braud
</TABLE>
9
<PAGE> 10
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Gerard E. Jones* Director June 14, 1999
- ------------------------------
Gerard E. Jones
</TABLE>
- ------------------------------------
* By: /s/ Michael J. Kincaid
--------------------------
Michael J. Kincaid
Attorney-In-Fact
10
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
4.1 Restated Certificate of Incorporation, as amended, of the
Company, filed with the Delaware Secretary of State on
February 14, 1994 (filed as Exhibit 3.1 to the Company's
Quarterly Report on Form 10-Q, filed with the Commission on
August 8, 1997, Commission File No. 000-23314, and
incorporated herein by reference).
4.2 Certificate of Amendment of the Restated Certificate of
Incorporation, as amended, of the Company, filed with the
Delaware Secretary of State on April 28, 1995 (filed as
Exhibit 3.2 to the Company's Quarterly Report on Form 10-Q,
filed with the Commission on August 8, 1997, Commission
File No. 000-23314, and incorporated herein by reference).
4.3 Certificate of Amendment of the Restated Certificate of
Incorporation, as amended, of the Company, filed with the
Delaware Secretary of State on May 13, 1997 (filed as
Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q,
filed with the Commission of August 8, 1997, Commission
File No. 000-23314, and incorporated herein by reference).
4.4 Amended and Restated By-Laws of the Company (filed as
Exhibit 3.7 to the Company's registration statement on Form
S-1, Registration No. 33-73028, filed with the Commission
on December 17, 1993, and incorporated herein by
reference).
4.5 Tractor Supply Company 1994 Stock Option Plan (filed as
Exhibit 10.28 to the Company's registration statement on
Form S-1, Registration No. 33- 73028, filed with the
Commission on December 17, 1993, and incorporated herein by
reference).
4.6 Amendment to the Tractor Supply Company 1994 Stock Option
Plan (filed as Exhibit 10.25 to the Company's Quarterly
Report on Form 10-Q, filed with the Commission on August 8,
1997, Commission File No. 000-23314, and incorporated
herein by reference).
5 Opinion of Richards & O'Neil, LLP as to the legality of the
securities being registered.
23.1 Consent of PricewaterhouseCoopers LLP to the incorporation
by reference in this registration statement of their report
on the financial statements
</TABLE>
11
<PAGE> 12
<TABLE>
<S> <C>
included in the Company's annual report on Form 10-K for
the fiscal year ended December 26, 1998.
23.2 Consent of Richards & O'Neil, LLP (included in the opinion
filed as Exhibit 5).
24.1 Power of Attorney, dated June 14, 1999, of Joseph H.
Scarlett, Jr.
24.2 Power of Attorney, dated June 14, 1999, of Thomas O.
Flood.
24.3 Power of Attorney, dated June 14, 1999, of Joseph D.
Maxwell.
24.4 Power of Attorney, dated June 14, 1999, of Joseph M.
Rodgers.
24.5 Power of Attorney, dated June 14, 1999, of S.P. Braud.
24.6 Power of Attorney, dated June 14, 1999, of Gerard E.
Jones.
</TABLE>
12
<PAGE> 1
RICHARDS & O'NEIL, LLP
885 THIRD AVENUE
NEW YORK, NEW YORK 10022-4873
(212) 207-1200
June 14, 1999
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Tractor Supply Company
----------------------
Dear Sir or Madam:
We have acted as special counsel to Tractor Supply Company, a
Delaware corporation (the "Company"), in connection with the proposed issuance
of up to an aggregate of 1,000,000 shares (the "Shares") of the Company's common
stock, par value $.008 per share ("Common Stock"), pursuant to the Company's
1994 Stock Option Plan, as amended (the "Plan").
As such counsel, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records and other instruments as we have deemed necessary for the
purpose of rendering this opinion. In our examinations, we have assumed the
genuineness of all documents submitted to us as originals and the conformity to
originals and certified documents of all copies submitted to us as conformed
copies.
In rendering the opinion below, we have assumed that (a) upon
exercise of the options granted under the Plan (the "Options"), the Company will
have a sufficient number of authorized shares of Common Stock not reserved for
other purposes to permit the issuance of the Shares; and (b) prior to the dates
of exercise of the Options, no change occurs in the applicable law or the
pertinent facts.
<PAGE> 2
Securities and Exchange Commission
June 14, 1999
Page 2
We do not purport to be experts in, or to express any opinion
herein concerning, the law of any jurisdiction other than the State of New York,
the United States of America and the State of Delaware (but only insofar as set
forth in the General Corporation Law of the State of Delaware).
Gerard E. Jones, a partner of Richards & O'Neil, LLP, is a
director and stockholder of the Company. Mr. Jones also holds options granted
under the Plan which he received for his services as a director.
Based on the foregoing, we are of the opinion that the Shares
have been duly authorized and reserved for issuance by the Company upon exercise
of the Options and, when issued and sold against payment therefor in accordance
with the terms of the Plan, will be validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the registration statement on Form S-8 being filed herewith by the Company
with the Securities and Exchange Commission. In giving such consent, we do not
thereby admit that we are within the category of persons whose consent is
required by Section 7 of the Securities Act of 1933, as amended, and the rules
and regulations promulgated thereunder.
Very truly yours,
/s/ Richards & O'Neil, LLP
<PAGE> 1
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated January 20, 1999 relating to the
financial statements which appear in the 1998 Annual Report of Tractor Supply
Company, which is incorporated by reference in Tractor Supply Company's Annual
Report on Form 10-K for the year ended December 26, 1998.
/s/ PricewaterhouseCoopers LLP
Nashville, Tennessee
June 11, 1999
<PAGE> 1
EXHIBIT 24.1
--------------------------------------------
POWER OF ATTORNEY
--------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Thomas O. Flood and Michael J.
Kincaid, and each of them acting alone, his true and lawful attorneys-in-fact
and agents, with full power of substitution and revocation, for him and in his
name, place and stead, in any and all capacities, to sign the registration
statement on Form S-8 (the "registration statement") of Tractor Supply Company
(the "Company") relating to the Company's 1994 Stock Option Plan and any and all
amendments to the registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: June 14, 1999
/s/ Joseph H. Scarlett, Jr.
---------------------------
Joseph H. Scarlett, Jr.
<PAGE> 1
EXHIBIT 24.2
--------------------------------------------
POWER OF ATTORNEY
--------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Joseph H. Scarlett, Jr. and
Michael J. Kincaid, and each of them acting alone, his true and lawful
attorneys-in-fact and agents, with full power of substitution and revocation,
for him and in his name, place and stead, in any and all capacities, to sign the
registration statement on Form S-8 (the "registration statement") of Tractor
Supply Company (the "Company") relating to the Company's 1994 Stock Option Plan
and any and all amendments to the registration statement, and to file the same,
with all exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: June 14, 1999
/s/ Thomas O. Flood
-------------------
Thomas O. Flood
<PAGE> 1
EXHIBIT 24.3
--------------------------------------------
POWER OF ATTORNEY
--------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Thomas O. Flood and Michael J.
Kincaid, and each of them acting alone, his true and lawful attorneys-in-fact
and agents, with full power of substitution and revocation, for him and in his
name, place and stead, in any and all capacities, to sign the registration
statement on Form S-8 (the "registration statement") of Tractor Supply Company
(the "Company") relating to the Company's 1994 Stock Option Plan and any and all
amendments to the registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: June 14, 1999
/s/ Joseph D. Maxwell
---------------------
Joseph D. Maxwell
<PAGE> 1
EXHIBIT 24.4
--------------------------------------------
POWER OF ATTORNEY
--------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Thomas O. Flood and Michael J.
Kincaid, and each of them acting alone, his true and lawful attorneys-in-fact
and agents, with full power of substitution and revocation, for him and in his
name, place and stead, in any and all capacities, to sign the Registration
Statement on Form S-8 (the "registration statement") of Tractor Supply Company
(the "Company") relating to the Company's 1994 Stock Option Plan and any and all
amendments to the registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: June 14, 1999
/s/ Joseph M. Rodgers
---------------------
Joseph M. Rodgers
<PAGE> 1
EXHIBIT 24.5
--------------------------------------------
POWER OF ATTORNEY
--------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Thomas O. Flood and Michael J.
Kincaid, and each of them acting alone, his true and lawful attorneys-in-fact
and agents, with full power of substitution and revocation, for him and in his
name, place and stead, in any and all capacities, to sign the registration
statement on Form S-8 (the "registration statement") of Tractor Supply Company
(the "Company") relating to the Company's 1994 Stock Option Plan and any and all
amendments to the registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: June 14, 1999
/s/ S.P. Braud
--------------
S.P. Braud
<PAGE> 1
EXHIBIT 24.6
--------------------------------------------
POWER OF ATTORNEY
--------------------------------------------
KNOW ALL MEN BY THESE PRESENTS, that the person whose
signature appears below constitutes and appoints Thomas O. Flood and Michael J.
Kincaid, and each of them acting alone, his true and lawful attorneys-in-fact
and agents, with full power of substitution and revocation, for him and in his
name, place and stead, in any and all capacities, to sign the registration
statement on Form S-8 (the "registration statement") of Tractor Supply Company
(the "Company") relating to the Company's 1994 Stock Option Plan and any and all
amendments to the registration statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission granting unto said attorneys-in-fact and
agents full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully as to all intents and purposes as
he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or either of them, or his or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.
Dated: June 14, 1999
/s/ Gerard E. Jones
-------------------
Gerard E. Jones
