As filed with the Securities and Exchange Commission on March 20, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CENTRAL TRACTOR FARM & COUNTRY, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 5200 42-1425562
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code)
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3915 Delaware Avenue
Des Moines, Iowa 50316-0330
(515) 266-3101
(Address, including zip code, and telephone number, including area
code, of registrant's principal executive offices)
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James T. McKitrick
CENTRAL TRACTOR FARM & COUNTRY, INC.
3915 Delaware Avenue
Des Moines, Iowa 50316-0330
(515) 266-3101
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copies to:
Alexander A. Notopoulos, Jr., Esq. Kirk A. Davenport, Esq.
SULLIVAN & WORCESTER LLP LATHAM & WATKINS
One Post Office Square 885 Third Avenue
Boston, Massachusetts 02109 New York, New York 10022
(617) 338-2800 (212) 906-1200
Approximate date of commencement of proposed sale to the public: As
soon as practicable after this Registration Statement becomes effective.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. |_|
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. /x/ File No. 333-19613
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. |_|
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CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities Amount to be Proposed Maximum Proposed Maximum Aggregate Amount of
to be Registered Registered Offering Price Per Unit Aggregate Offering Price Registration Fee
- --------------------------------- ------------ ----------------------- ------------------------ -------------------
<S> <C> <C> <C> <C>
Senior Notes Due 2007 $5,000,000 $1,000.00 $5,000,000 $1,515.15
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Incorporation by Reference of Registration Statement on Form S-1, File No.
333-19613.
Central Tractor Farm & Country, Inc. (the "Company") hereby
incorporates by reference into this Registration Statement on Form S-1 in its
entirety Registration Statement on Form S-1 (File No. 333-19613) declared
effective on March 20, 1997 by the Securties and Exchange Commission (the
"Commission"), including each of the exhibits filed by the Company with the
Commission and incorporated or deemed to be incorporated by reference therein.
In addition, the exhibits listed in the Index to Exhibits are included
within this Registration Statement.
2
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INDEX TO EXHIBITS
Exhibit No. Document Description Sequential Page No.
5.1 Opinion of Sullivan & Worcester LLP
23.1 Consent of Ernst & Young LLP
23.2 Consent of Sullivan & Worcester LLP (included in
Exhibit 5.1 to this Registration Statement)
23.3 Consent of John W. Childs
23.4 Consent of Jerry D. Horn
23.5 Consent of Steven G. Segal
23.6 Consent of Adam L. Suttin
23.7 Consent of Jeffrey B. Swartz
23.8 Consent of William E. Watts
23.9 Consent of Habib Y. Gorgi
3
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Central Tractor Farm & Country, Inc. has duly caused this registration statement
to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of Des Moines, State of Iowa, on this 20th day of March, 1997.
CENTRAL TRACTOR FARM & COUNTRY, INC.
By: /s/ James T. McKitrick
James T. McKitrick, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement on Form S-1 has been signed below by the following
persons in the capacities and on the dates indicated; and each of the
undersigned officers and directors of Central Tractor Farm & Country, Inc.
hereby severally constitutes and appoints James T. McKitrick and Dean Longnecker
and each of them, to sign for him, and in his name in the capacity indicated
below, such Registration Statement on Form S-1 and any and all amendments
thereto, including without limitation any registration statements or
post-effective amendment thereof filed under and meeting the requirements of
Rule 462(b) under the Securities Act, hereby ratifying and confirming our
signatures as they may be signed by our attorneys to such Registration Statement
and any and all amendments thereto.
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/s/ James T. McKitrick President and Chief Executive Officer, Director March 20, 1997
James T. McKitrick (Principal Executive Officer)
/s/ Dean Longnecker Executive Vice President of Finance, Director March 20, 1997
Dean Longnecker (Principal Financial and Accounting Officer)
/s/ Steven G. Segal Director March 20, 1997
Steven G. Segal
/s/ Adam L. Suttin Director March 20, 1997
Adam L. Suttin
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4
EXHIBIT 5.1
SULLIVAN & WORCESTER LLP
ONE POST OFFICE SQUARE
BOSTON, MASSACHUSETTS 02109
(617) 338-2800
FAX NO. 617-338-2880
IN WASHINGTON, D.C. IN NEW YORK CITY
1025 CONNECTICUT AVENUE, N.W. 767 THIRD AVENUE
WASHINGTON, D.C. 20036 NEW YORK, NEW YORK 10017
(202) 775-8190 (212) 486-8200
FAX NO. 202-293-2275 FAX NO. 212-758-2151
March 20, 1997
Central Tractor Farm & Country, Inc.
3915 Delaware Avenue
Des Moines, Iowa 50316-0330
Gentlemen:
In connection with the registration by Central Tractor Farm & Country,
Inc., a Delaware corporation (the "Company"), of $5,000,000 aggregate principal
amount of Senior Notes Due 2007 of the Company (the "Notes"), the following
opinion is furnished to you to be filed with the Securities and Exchange
Commission as Exhibit 5 to the Company's Registration Statement on Form S-1 (the
"Abbreviated Registration Statement") under the Securities Act of 1933, as
amended (the "Act"). The Notes are to be purchased by an underwriter and offered
for sale to the public together with Senior Notes due 2007 registered pursuant
to Registration Statement No. 333-19613 which was declared effective earlier
today (the "Initial Registration Statement"). Capitalized terms used herein
without definition are used as defined in the Abbreviated Registration Statement
or the Initial Registration Statement.
We have acted as counsel for the Company in connection with preparation
of the Registration Statement and we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Registration
Statement, the draft underwriting agreement among the Company and NationsBanc
Capital Markets, Inc. to be filed as Exhibit 1 to the Initial Registration
Statement (the "Underwriting Agreement"), the form of indenture between the
Company and Marine Midland Bank, as trustee (the "Trustee"), to be filed as
Exhibit 4.4 to the Initial Registration Statement (the "Indenture"), corporate
records, certificates and statements of officers and accountants of the Company
and of public officials, and such other documents as we have considered
necessary in
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Central Tractor Farm & Country, Inc.
March 20, 1997
Page 2
order to furnish the opinion set forth below. We have further assumed that the
annual interest rate and Underwriter's discount will be determined by the
designated members of the Board of Directors (the "Pricing Committee") in
accordance with the parameters established by the Board of Directors.
We are members of the bar of The Commonwealth of Massachusetts.
Accordingly, we do not purport to be experts on or generally familiar with, and
except as to the General Corporation Law of the State of Delaware, we express no
opinion with respect to the laws of any state other than The Commonwealth of
Massachusetts.
To the extent that the obligations of the Company under the Indenture
may be dependent upon such matters, we have assumed for purposes of this opinion
that the Trustee is duly organized, validly existing and in good standing under
the laws of its jurisdiction of organization, and is duly qualified to engage in
the activities contemplated by, and has the requisite organizational and legal
power and authority to perform its obligations under, the Indenture, that the
Trustee will be in compliance, generally with respect to acting as a trustee
under the Indenture, with all applicable laws and regulations, and that the
Indenture will be the valid and binding agreement the Trustee, enforceable
against its in accordance with its terms.
Our opinions set forth below with respect to the validity or binding
effect of any security or obligation are subject to (i) limitations arising
under applicable bankruptcy, insolvency, reorganization, fraudulent conveyance,
moratorium or other similar laws affecting the enforcement generally of the
rights and remedies of creditors and secured parties or the obligations of
debtors, (ii) general principles of equity (regardless of whether considered in
a proceeding at law or in equity), including, without limitation, the discretion
of any court of competent jurisdiction in granting specific performance or
injunctive or other equitable relief, (iii) redemption and default premiums and
higher post-default interest may not be enforceable if they were determined to
constitute a penalty, and (iv) an implied duty on the part of the party seeking
to enforce rights or remedies to take action and make determinations on a
reasonable basis and in good faith to the extent required by applicable law.
Based on and subject to the foregoing, we are of the opinion that the
Notes will be validly issued and binding obligations of the Company and will be
entitled to the benefits of the Indenture in accordance with its terms when (i)
the Registration Statement shall have become effective under the Act, (ii) the
Indenture shall have been qualified under the Trust Indenture Act of 1939, as
amended, and (iii) the Notes have been duly executed by the Company and
authenticated by the Trustee as provided in the Indenture and shall have been
duly delivered to the Underwriter against payment of the agreed consideration
therefor, as provided in the Registration Statement, the Prospectus and the
Underwriting Agreement.
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Central Tractor Farm & Country, Inc.
March 20, 1997
Page 3
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm in the Prospectus
forming a part of the Registration Statement. In giving such consent, we do not
hereby admit that we come within the category of persons whose consent is
required under Section 7 of the Act or under the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Sullivan & Worcester LLP
SULLIVAN & WORCESTER LLP
EXHIBIT 23.1
Consent of Independent Auditors
We consent to the reference of our firm under the caption "Experts" and to the
use of our report dated December 6, 1996, in the Registration Statement (Form
S-1) and related Prospectus of Central Tractor Farm & Country, Inc. for the
registration of $5,000,000 Senior Notes due 2007.
/s/ Ernst & Young LLP
ERNST & YOUNG LLP
Des Moines, Iowa
March 20, 1997
EXHIBIT 23.3
CONSENT OF DIRECTOR DESIGNATE
I hereby consent to the reference to me as a Director Designate of
Central Tractor Farm & Country, Inc. in its Registration Statement on Form S-1
under Rule 462(b) relating to the offering of Senior Notes due 2007.
/s/ John W. Childs
John W. Childs
EXHIBIT 23.4
CONSENT OF DIRECTOR DESIGNATE
I hereby consent to the reference to me as a Director Designate of
Central Tractor Farm & Country, Inc. in its Registration Statement on Form S-1
under Rule 462(b) relating to the offering of Senior Notes due 2007.
/s/ Jerry D. Horn
Jerry D. Horn
EXHIBIT 23.5
CONSENT OF DIRECTOR DESIGNATE
I hereby consent to the reference to me as a Director Designate of
Central Tractor Farm & Country, Inc. in its Registration Statement on Form S-1
under Rule 462(b) relating to the offering of Senior Notes due 2007.
/s/ Steven G. Segal
Steven G. Segal
EXHIBIT 23.6
CONSENT OF DIRECTOR DESIGNATE
I hereby consent to the reference to me as a Director Designate of
Central Tractor Farm & Country, Inc. in its Registration Statement on Form S-1
under Rule 462(b) relating to the offering of Senior Notes due 2007.
/s/ Adam L. Suttin
Adam L. Suttin
EXHIBIT 23.7
CONSENT OF DIRECTOR DESIGNATE
I hereby consent to the reference to me as a Director Designate of
Central Tractor Farm & Country, Inc. in its Registration Statement on Form S-1
under Rule 462(b) relating to the offering of Senior Notes due 2007.
/s/ Jeffrey B. Swartz
Jeffrey B. Swartz
EXHIBIT 23.8
CONSENT OF DIRECTOR DESIGNATE
I hereby consent to the reference to me as a Director Designate of
Central Tractor Farm & Country, Inc. in its Registration Statement on Form S-1
under Rule 462(b) relating to the offering of Senior Notes due 2007.
/s/ William E. Watts
William E. Watts
EXHIBIT 23.9
CONSENT OF DIRECTOR DESIGNATE
I hereby consent to the reference to me as a Director Designate of
Central Tractor Farm & Country, Inc. in its Registration Statement on Form S-1
under Rule 462(b) relating to the offering of Senior Notes due 2007.
/s/ Habib Y. Gorgi
Habib Y. Gorgi
