UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Central Tractor Farm & Country, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(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
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
March 27, 1997
---------------------------------------------
(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 14)
<PAGE>
SCHEDULE 13D
CUSIP No. 0001555601 Page 2 of 14 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
0
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0
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 14 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
100
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
PERSON 100
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100
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 14 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
100
NUMBER OF
SHARE 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
PERSON 100
WITH
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100
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 14 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 100
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
PERSON 9 SOLE DISPOSITIVE POWER
WITH 100
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100
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 14 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 100
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
PERSON 9 SOLE DISPOSITIVE POWER
WITH 100
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100
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 14 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 100
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
PERSON 9 SOLE DISPOSITIVE POWER
WITH 100
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100
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 14 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 100
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
PERSON 9 SOLE DISPOSITIVE POWER
WITH 100
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
100
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 14 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, as amended on December 27, 1996, and as
further amended on January 7, 1997, 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.
As a result of the transactions more fully detailed in Item 4
herein, as amended, Acquiror was merged out of existence, ceased to be the
beneficial owner of more than five percent of Issuer Common Stock, and thus
ceased to be a Reporting Person.
Item 3. Source and Amount of Funds or Other Consideration.
Acquiror, Acquiror Parent, Childs and Issuer entered into the
Merger Agreement pursuant to which Acquiror merged with and into the Issuer
and each share of common stock of the Issuer (other than treasury shares,
dissenting shares and shares held by Acquiror or its affiliates), by virtue
of the Merger, were converted into the right to receive $14.25
<PAGE>
Page 10 of 14 Pages
per share (the "Merger Consideration"). Simultaneously with the Merger, the
Issuer consummated an offering (the "Offering") of $105,000,000 of 10 5/8%
Senior Notes due 2007 (the "Senior Notes"), the net proceeds of which were
used (i) to pay the Merger Consideration equal to approximately $51.8
million, (ii) refinance the Issuer's interim margin loan facility with
NationsBank, N.A. ("NationsBank") as Administrative Agent and Fleet National
Bank ("Fleet") as Co-Agent in the amount of approximately $35.9 million,
(iii) repay the Issuer's new credit facility with Fleet as Administrative
Agent and NationsBank as Co-Agent in the amount of approximately $6.7 million
and (iv) to pay certain fees and expenses incurred in connection with the
Merger and the Offering of approximately $10.6 million.
The preceding summary of certain provisions of the Offering is not
intended to be complete and is qualified in its entirety by reference to the
full texts of the Underwriting Agreement and Indenture relating to the Senior
Notes, forms of which are filed as Exhibits 1 and 4.4 to the Issuer's
Registration Statement on Form S-1 (File #333-19613) originally filed on
January 10, 1997 and incorporated herein by reference.
Item 4. Purpose of Transaction.
As previously reported in the Reporting Persons' Schedule 13D,
Acquiror, Acquiror Parent, Childs and the Issuer entered into an Agreement
and Plan of Merger dated as of November 27, 1996, providing for the merger of
Acquiror with and into the Issuer, whereupon the separate existence of
Acquiror would cease and the Issuer would continue as the surviving
corporation.
<PAGE>
Page 11 of 14 Pages
The Merger and the transactions contemplated thereby were
consummated on March 27, 1997, at which time (A) Acquiror merged with and
into the Issuer and Acquiror Parent became the owner of 100% of Issuer Common
Stock.
Concurrent with the Merger, the certificate of incorporation of
Acquiror, as in effect immediately prior to the Merger, became the
certificate of incorporation of the Issuer and the bylaws of Acquiror as in
effect at the effective time of the Merger became the bylaws of the Issuer.
Following the Merger, the Issuer Common Stock was delisted from the
NASDAQ National Market System.
Item 5. Interest in Securities of the Issuer.
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 Acquiror Parent. On a fully diluted basis,
immediately after giving effect to the Merger, Acquiror Parent was owned
approximately 85% by Childs and its affiliates, approximately 7% by
affiliates of Fleet and approximately 8% by pre-merger members of the Company
management.
Item 7. Material to be Filed as Exhibits.
10. Form of Underwriting Agreement, filed as exhibit 1 to the
Issuer's Registration Statement on Form S-1 (File #333-19613) originally
filed on January 10, 1997 and incorporated herein by reference.
<PAGE>
Page 12 of 14 Pages
11. Form of Indenture, filed as exhibit 4.4 to the Issuer's
Registration Statement on Form S-1 (File #333-19613) originally filed on
January 10, 1997 and incorporated herein by reference.
<PAGE>
Page 13 of 14 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
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
<PAGE>
Page 14 of 14 Pages
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
J.W. CHILDS ASSOCIATES, INC.
By: /s/ Adam L. Suttin
Name: Adam L. Suttin
Title: Vice President
DATED: April 3, 1997
<PAGE>
Page 15 of 15 Pages
INDEX TO EXHIBITS
Exhibit Number Description of Exhibits
10. Form of Underwriting Agreement, filed as exhibit 1 to the
Issuer's Registration Statement on Form S-1 (File #333-
19613) originally filed on January 10, 1997 and
incorporated herein by reference.
11. Form of Indenture, filed as exhibit 4.4 to the Issuer's
Registration Statement on Form S-1 (File #333-19613)
originally filed on January 10, 1997 and incorporated
herein by reference.
