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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 23, 1996
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CENTRAL TRACTOR FARM & COUNTRY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-24902 42-1425562
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
3915 Delaware Avenue, Des Moines, Iowa 50316-0330
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (515) 266-3101
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Not applicable
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(Former name or former address, if changed since last report)
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ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On December 23, 1996, JWC Acquisition I, Inc. ("Acquiror") purchased
5,783,515 shares of Common Stock of Central Tractor Farm & Country, Inc.(the
"Company") and a warrant to purchase 230,523 shares of Common Stock of the
Company from certain affiliates of Butler Capital Corporation (the
"Securityholders") pursuant to a Securities Purchase Agreement dated November
27, 1996 between Acquiror, J.W. Childs Equity Partners, L.P. ("Childs"), CT
Holding, Inc. ("Holding"), and the Securityholders. As a result of this
purchase, as of December 23, 1996, Acquiror owned 64.5% of the issued and
outstanding shares of Common Stock of the Company (based on the number of shares
of Common Stock issued and outstanding as of December 23, 1996).
Acquiror purchased the 5,783,515 shares of Common Stock for $14.00 per
share in cash and the warrant for a cash price equal to the product of (x)
230,523, the number of shares of Common Stock subject to such warrant, and (y)
the excess of $14.00 over $3.59, the per share exercise price of such warrant.
Childs has indicated to the Company that Acquiror obtained approximately
$65.4 million of the approximately $83.4 million necessary to consummate this
purchase through capital contributions from Childs, certain of its affiliates,
co-investors and other investors. Childs has also indicated to the Company that
the balance of the $83.4 million purchase price, or approximately $18.0 million,
was obtained from borrowings under an interim margin loan facility consisting of
term and revolving loan facilities (collectively, the "Credit Facility")
established under a Credit Agreement dated as of December 23, 1996 among
Acquiror, certain lenders, NationsBank, N.A., as administrative agent, and Fleet
National Bank, as co-agent. Childs has informed the Company that the Credit
Facility is guaranteed by Holding, and is secured by a pledge of all of the
Common Stock of the Company owned by Acquiror. Childs has informed the Company
that the loans under the Credit Facility bear interest at the following rates
per annum, at Acquiror's option: (a) 1.5% over the higher of (i) the
NationsBank, N.A. prime rate in effect from time to time and (ii) the Federal
Funds Rate plus 0.50% or (b) 3.50% over the London Interbank Offered Rate
adjusted for reserves. Childs has informed the Company that all amounts
outstanding under the Credit Facility are due and payable upon the earlier to
occur of (i) the consummation of the Merger pursuant to the Merger Agreement
dated November 27, 1997 among the Company, Childs, Holding and Acquiror (the
"Merger Agreement"), or (ii) April 30, 1997.
Immediately after the purchase transaction was consummated, Messrs. Gilbert
Butler, Donald Cihak, and Costa Littas, all of whom are affiliated with Butler
Capital Corporation, resigned as directors of the Company. None of the remaining
directors of the Company are affiliated with either Butler Capital Corporation
or Childs.
Pursuant to the terms of the Merger Agreement, Acquiror is entitled to
designate up to such number of directors, rounded up to the next whole number,
to the Board of Directors of the Company as will give Acquiror representation on
the Board of Directors proportionate to the percentage ownership of the
outstanding shares of Common Stock of the Company of Acquiror and its
affiliates. In order to effectuate this provision, the Company will either
increase the size of the
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Board of Directors or secure the resignation of the necessary number of
directors to enable Acquiror's designees to be elected to the Board of
Directors. The resignations by the Butler Capital Corporation affiliates from
the Board of Directors of the Company were submitted voluntarily by such
individuals and were not requested by Acquiror or the Company in order to
effectuate this provision of the Merger Agreement. Acquiror has indicated to the
Company that it does not presently intend to exercise its right to designate
directors until the Merger contemplated by the Merger Agreement is consummated.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits A list of exhibits filed herewith is given in the Exhibit
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Index that precedes the exhibits filed with this report.
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SIGNATURES
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.
CENTRAL TRACTOR FARM & COUNTRY, INC.
By: /s/ G. Dean Longnecker
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G. Dean Longnecker
Executive Vice President, Finance
and Chief Financial Officer
Date: January 7, 1997
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EXHIBIT INDEX
The following exhibits are filed with the Current Report on Form 8-K.
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Exhibit No. Description Sequential Page
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Number
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10.16* Agreement and Plan of Merger dated
November 27, 1996 by and among Central
Tractor Farm & Country, Inc., J.W. Childs
Equity Partners, L.P., JWC Holdings I,
Inc., and JWCAcquisition I, Inc.
10.17* Securities Purchase Agreement dated as
of November 27, 1996 by and among
certain affiliates of Butler Capital
Corporation, J.W. Childs Equity
Partners, L.P., and JWC Acquisition I,
Inc.
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* Previously filed as part of the Current Report on Form 8-K of the Company
dated November 27, 1996 as filed with the Securities and Exchange Commission on
December 3, 1996 and incorporated herein by reference.
