UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Central Tractor Farm & Country, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
0001555601
(CUSIP Number)
Steven G. Segal, JWC Acquisition I, Inc., c/o J.W. Childs Equity Partners, L.P.
One Federal Street, Twenty-First Floor, Boston, Massachusetts 02110
(617) 753-1100
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
December 23, 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*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
disclosures provided in a prior cover page.
The information required on 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 ("Act") 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).
(Continued on following pages)
(Page 1 of 15)
<PAGE>
SCHEDULE 13D
CUSIP No. 0001555601 Page 2 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JWC ACQUISITION I, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK, AF, OO (see item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 7,062,252 (The aggregate number
BENEFICIALLY OWNED BY of shares includes 230,523
EACH shares of Issuer Common Stock
REPORTING which are issuable upon the
PERSON exercise of the warrant of the
WITH Issuer that is subject to the
Securities Purchase Agreement
(as defined herein)).
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
7,062,252
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,208,551
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 0001555601 Page 3 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CT HOLDING, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, OO (see item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 7,062,252 (The aggregate number of
BENEFICIALLY OWNED shares includes 230,523 shares of Issuer
BY EACH Common Stock which are issuable upon the
REPORTING exercise of the warrant of the Issuer
PERSON that is subject to the Securities
WITH Purchase Agreement (as defined herein)).
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
7,062,252
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,208,551
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 0001555601 Page 4 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JWC EQUITY FUNDING, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK, AF, OO (see item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 7,062,252 (The aggregate number of
BENEFICIALLY OWNED shares includes 230,523 shares of
BY EACH Issuer Common Stock which are issuable
REPORTING upon the exercise of the warrant of the
PERSON Issuer that is subject to the
WITH Securities Purchase Agreement (as
defined herein).
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
7,062,252
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,208,551
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 0001555601 Page 5 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.W. CHILDS EQUITY PARTNERS, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
BK, AF, OO (see item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 7,062,252 (The aggregate number of
BENEFICIALLY OWNED shares includes 230,523 shares of Issuer
BY EACH Common Stock which are issuable upon the
REPORTING exercise of the warrant of the Issuer
PERSON that is subject to the Securities
WITH Purchase Agreement (as defined herein)).
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
7,062,252
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,208,551
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 0001555601 Page 6 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.W. CHILDS ADVISORS, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (see item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 7,062,252 (The aggregate number of shares
BENEFICIALLY OWNED includes 230,523 shares of Issuer Common
BY EACH Stock which are issuable upon the exercise
REPORTING of the warrant of the Issuer that is
PERSON subject to the Securities Purchase
WITH Agreement (as defined herein)).
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
7,062,252
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,208,551
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 0001555601 Page 7 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.W. CHILDS ASSOCIATES, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (see item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 7,062,252 (The aggregate number of
BENEFICIALLY OWNED BY shares includes 230,523 shares of
EACH Issuer Common Stock which are
REPORTING issuable upon the exercise of the
PERSON warrant of the Issuer that is
WITH subject to the Securities Purchase
Agreement (as defined herein)).
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
7,062,252
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,208,551
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
SCHEDULE 13D
CUSIP No. 0001555601 Page 8 of 15 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.W. CHILDS ASSOCIATES, INC.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |_|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (see item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 7,062,252 (The aggregate
BENEFICIALLY OWNED number of shares includes
BY EACH REPORTING 230,523 shares of Issuer
PERSON Common Stock which are
WITH issuable upon the exercise of
the warrant of the Issuer that
is subject to the Securities
Purchase Agreement (as defined
herein)).
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
7,062,252
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
7,208,551
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE AND THE SIGNATURE ATTESTATION
<PAGE>
Page 9 of 15 Pages
The Statement on Schedule 13D (the "Schedule 13D") relating to the
common stock, par value $.01 per share (the "Issuer Common Stock") of Central
Tractor Farm & Country, Inc., a Delaware corporation (the "Issuer") as
previously filed on December 9, 1996 by the Reporting Persons consisting of JWC
Acquisition I, Inc. ("Acquiror"), CT Holding, Inc. ("Acquiror Parent", formerly
JWC Holdings I, Inc.), JWC Equity Funding, Inc. ("JWC Funding"), J.W. Childs
Equity Partners, L.P. ("Childs"), J.W. Childs Advisors, L.P. ("JWC Advisors"),
J.W. Childs Associates, L.P. ("Associates L.P."), and J.W. Childs Associates,
Inc. ("Associates Inc."), is hereby amended and supplemented with respect to
the items set forth below. Capitalized terms used without definition have the
meaning ascribed to such terms in the Schedule 13D.
Item 2. Identity and Background.
This statement is being filed jointly by Acquiror, Acquiror Parent,
JWC Funding, Childs, JWC Advisors, Associates L.P., and Associates Inc.
(together, the "Reporting Persons").
Revised information concerning the directors and executive officers
of Acquiror, Acquiror Parent, JWC Funding and Associates, Inc. is contained in
Schedule A attached hereto.
Item 5. Interest in Securities of the Issuer.
On December 23, 1996, and pursuant to the Securities Purchase
Agreement, the Securityholders sold, assigned, transferred and delivered to
Acquiror 5,783,515 shares of Issuer Common Stock (the "Remaining Butler
Shares") and the Warrant (the "Warrant" and together with the Remaining Butler
Shares, the "Butler Securities"), at a price of $14.00 per share for the
Remaining Butler Shares and a price for
<PAGE>
Page 10 of 15 Pages
the Warrant equal to the product of (x) 230,523 (the number of shares of Issuer
Common Stock subject to such Warrant) and (y) $10.41 (which is the excess of
$14.00 over the $3.59 per share exercise price of the Warrant). Upon
consummation of such sale, Childs and its affiliates became controlling
stockholders of the Issuer, owning approximately 65% of the shares of Issuer
Common Stock issued and outstanding as of November 27, 1996, as represented by
the Issuer in the Merger Agreement of that date. The remaining 146,299 shares
of Issuer Common Stock which the Reporting Persons may be deemed to
beneficially own relate to the shares of Issuer Common Stock to be acquired
pursuant to the Management Letter Agreements.
<PAGE>
Page 11 of 15 Pages
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.
JWC ACQUISITION I, INC.
By: /s/ Adam L. Suttin
Name: Adam L. Suttin
Title: Vice President
CT HOLDING, INC.
By: /s/ Adam L. Suttin
Name: Adam L. Suttin
Title: Vice President
JWC EQUITY FUNDING, INC.
By: /s/ Adam L. Suttin
Name: Adam L. Suttin
Title: Vice President
(continued on next page)
<PAGE>
Page 12 of 15 Pages
J.W. CHILDS EQUITY PARTNERS, L.P.
By: J.W. CHILDS ADVISORS, L.P.,
its general partner
By: J.W. CHILDS ASSOCIATES, L.P.,
its general partner
By: J.W. CHILDS ASSOCIATES, INC.,
its general partner
By: /s/ Adam L. Suttin
Name: Adam L. Suttin
Title: Vice President
J.W. CHILDS ADVISORS, L.P.,
By: J.W. CHILDS ASSOCIATES, L.P.,
its general partner
By: J.W. CHILDS ASSOCIATES, INC.,
its general partner
By: /s/ Adam L. Suttin
Name: Adam L. Suttin
Title: Vice President
J.W. CHILDS ASSOCIATES, L.P.,
By: J.W. CHILDS ASSOCIATES, INC.,
its general partner
By: /s/ Adam L. Suttin
Name: Adam L. Suttin
Title: Vice President
<PAGE>
Page 13 of 15 Pages
J.W. CHILDS ASSOCIATES, INC.
By: /s/ Adam L. Suttin
Name: Adam L. Suttin
Title: Vice President
DATED: December 27, 1996
<PAGE>
Page 14 of 15 Pages
SCHEDULE A
JWC ACQUISITION I, INC.
Executive Officers and Directors:
Business Principal
Name Address Occupation Office Citizenship
- ---------- --------------- --------------- -------------- -----------
Steven G. One Federal Employee of J.W. President, U.S.
Segal Street, Boston, Childs Secretary and
MA 02110 Associates, L.P. Director
("Associates")
Adam L. One Federal Employee, Vice President U.S.
Suttin Street, Boston, Associates and Treasurer
MA 02110
JWC HOLDINGS I, INC.
Executive Officers and Directors:
Business Principal
Name Address Occupation Office Citizenship
- ---------- --------------- --------------- -------------- -----------
Steven G. One Federal Employee, President, U.S.
Segal Street, Boston, Associates Secretary and
MA 02110 Director
Adam L. One Federal Employee, Vice President U.S.
Suttin Street, Boston, Associates and Treasurer
MA 02110
<PAGE>
Page 15 of 15 Pages
SCHEDULE A (Cont'd.)
JWC EQUITY FUNDING, INC.
Executive Officers and Directors:
Business Principal
Name Address Occupation Office Citizenship
- ---------- --------------- --------------- -------------- -----------
Steven G. One Federal Employee, President, U.S.
Segal Street, Boston, Associates Secretary and
MA 02110 Director
Adam L. One Federal Employee, Vice President U.S.
Suttin Street, Boston, Associates and Treasurer
MA 02110
J.W. CHILDS ASSOCIATES, INC.
Executive Officers and Directors:
Business Principal
Name Address Occupation Office Citizenship
- ---------- --------------- --------------- -------------- -----------
John W. One Federal President, President and U.S.
Childs Street, Boston, Associates Treasurer
MA 02110
Steven G. One Federal Employee, Vice President U.S.
Segal Street, Boston, Associates and Secretary
MA 02110
Adam L. One Federal Employee, Vice President U.S.
Suttin Street, Boston, Associates
MA 02110
Glenn A. One Federal Employee, Vice President U.S.
Hopkins Street, Boston, Associates
MA 02110
