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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 3, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13E-3
RULE 13-E TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934)
FINAL AMENDMENT
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CENTRAL TRACTOR FARM & COUNTRY, INC.
(NAME OF ISSUER)
CENTRAL TRACTOR FARM & COUNTRY, INC.
CT HOLDING, INC.
JWC ACQUISITION I, INC.
JAMES T. MCKITRICK
DEAN LONGNECKER
(NAME OF PERSONS FILING STATEMENT)
COMMON STOCK, $0.10 PAR VALUE
(TITLE OF CLASS OF SECURITIES)
0001555601
(CUSIP NUMBER OF CLASS OF SECURITIES)
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<TABLE>
<S> <C> <C> <C>
JAMES T. MCKITRICK JAMES T. McKITRICK STEVEN G. SEGAL STEVEN G. SEGAL
CENTRAL TRACTOR FARM & DEAN LONGNECKER CT HOLDING, INC. JWC ACQUISITION I, INC.
COUNTRY, INC. C/O CENTRAL TRACTOR C/O J.W. CHILDS C/O J.W. CHILDS
3915 DELAWARE AVENUE FARM & COUNTRY, INC. EQUITY PARTNERS, L.P. EQUITY PARTNERS, L.P.
DES MOINES, IOWA 50316 3915 DELAWARE AVENUE ONE FEDERAL STREET ONE FEDERAL STREET
(515) 266-3101 DES MOINES, IOWA 50316 TWENTY-FIRST FLOOR TWENTY-FIRST FLOOR
(515) 266-3101 BOSTON, MA 02110 BOSTON, MA 02110
(617) 753-1100 (617) 753-1100
</TABLE>
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE
NOTICES AND COMMUNICATIONS ON BEHALF OF THE PERSONS FILING STATEMENT)
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COPIES TO:
DAVID C. CHAPIN, ESQ. ROBERT L. FRIEDMAN, ESQ.
ROPES & GRAY SIMPSON THACHER & BARTLETT
ONE INTERNATIONAL PLACE 425 LEXINGTON AVENUE
BOSTON, MA 02110 NEW YORK, NY 10017
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies.[X]
CALCULATION OF FILING FEE
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TRANSACTION VALUATION AMOUNT OF FILING FEE
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$51,605,449* $10,321
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* For purposes of calculation of the filing fee only. This transaction
relates to the merger (the "Merger") of JWC Acquisition I, Inc.
("Acquisition"), a wholly owned subsidiary of CT Holding Inc. ("Holding"),
with and into Central Tractor Farm & Country, Inc. (the "Company"). The
"Transaction Valuation" amount referenced above is based upon the product
of (i) 3,621,435, the number of outstanding shares of Common Stock, par
value $0.01 per share (the "Shares") of the Company (not including Shares
held in the treasury of the Company or which prior to consummation of the
Merger, will be owned by Acquisition or its affiliates) and (ii) $14.25,
the cash price per Share to be paid in the merger. In accordance with
Rule 0-11 under the Securities Exchange Act of 1934, the filing fee is
determined by multiplying the amount calculated pursuant to the preceding
sentence by 1/50th of one percent.
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[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
(1) Amount Previously Paid: $10,321
(2) Form or Registration No.: Schedule 14C
(3) Filing Party: Central Tractor Farm & Country, Inc.
(4) Date Filed: December 23, 1996
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This Final Amendment supplements and amends the Rule 13E-3 Transaction
Statement, as previously amended and supplemented (the "Statement") which was
filed jointly by Central Tractor Farm & Country, Inc., a Delaware corporation
(the "Company"), CT Holding, Inc. (formerly named JWC Holdings I, Inc.), a
Delaware corporation ("Holding"), JWC Acquisition I, Inc., a Delaware
corporation and a wholly owned subsidiary of Holding ("Acquisition"), James T.
McKitrick and Dean Longnecker, and relates to the merger (the "Merger"), of
Acquisition with and into the Company with the result being that the Company is
a wholly owned subsidiary of Holding.
All information set forth below should be read in conjunction with the
information contained or incorporated by reference in the Statement as
previously amended.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS.
Item 3(a)(2) of the Statement is hereby amended and supplemented as
follows:
On March 27, 1997, the Company announced the completion of the Merger
of Acquiror with and into the Company, with the Company as the surviving
corporation. As a result of the Merger, stockholders of record of Company
Common Stock at the Effective Time will receive $14.25 in cash, without
interest, for each outstanding share of Company Common Stock (other than shares
held by J.W. Childs Equity Partners, L.P., Holding, Acquiror or any of their
wholly owned subsidiaries and shares held in the treasury of the Company or by
any of its wholly owned subsidiaries, and shares held by dissenting
stockholders, if any).
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE.
Item 5 of the Statement is hereby amended and supplemented as follows:
(a) The Merger was consummated by the filing of a certificate
of merger with the Secretary of State of the State of Delaware
on March 27, 1997.
(f) A Certificate and Notice of Termination of Registration under
Section 12(g) of the Securities Exchange Act of 1934 on Form
15 was filed by the Company with the Securities and Exchange
Commission on April 4, 1997.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER.
Item 10(a) of the Statement is hereby amended and supplemented as
follows:
As a result of the Merger and the transactions consummated in
connection therewith, all of the Company's outstanding common stock is
currently directly owned by Holding. On a fully diluted basis, immediately
after giving effect to the Merger, Holding was owned approximately 85% by J.W.
Childs Equity Partners, L.P. and its affiliates, approximately 7% by affiliates
of Fleet and approximately 8% by members of the Company's management.
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SIGNATURE*
AFTER DUE INQUIRY AND TO THE BEST OF ITS KNOWLEDGE AND BELIEF, EACH OF
THE UNDERSIGNED CERTIFIED THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS
TRUE, COMPLETE AND CORRECT.
CENTRAL TRACTOR FARM AND
COUNTRY, INC.
By: /s/ James T. McKitrick
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Name: James T. McKitrick
Title: President and Chief
Executive Officer
CT HOLDING, INC.
By: /s/ Steven G. Segal
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Name: Steven G. Segal
Title: President
/s/ James T. McKitrick
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James T. McKitrick
/s/ Dean Longnecker
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Dean Longnecker
Date: April 3, 1997
* Amendment No. 3 to the Rule 13e-3 Transaction Statement was signed by the
Company, Acquiror, Holding, James T. McKitrick and G. Dean Longnecker. Since the
corporate existence of Acquiror terminated at the Effective Time, only the
Company, Holding, James T. McKitrick and G. Dean Longnecker are signing this
Final Amendment.
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