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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 10-K
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended January 1, 2000
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OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
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Commission file number 000-23314
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TRACTOR SUPPLY COMPANY
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3139732
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(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
320 Plus Park Boulevard, Nashville, Tennessee 37217
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (615) 366-4600
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Securities Registered Pursuant to Section 12(b) of the Act: None
Securities Registered Pursuant to Section 12(g) of the Act:
Common Stock, $.008 par value
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES [X] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. [ ]
The aggregate market value of the Common Stock held by non-affiliates of the
registrant, based on the closing price of the Common Stock on The Nasdaq
National Market on January 31, 2000 was $49,431,078. For purposes of this
response, the registrant has assumed that its directors, executive officers,
and beneficial owners of 5% or more of its Common Stock are the affiliates of
the registrant.
Indicate the number of shares outstanding of each of the registrant's classes
of common stock as of the latest practicable date.
Class Outstanding at January 31, 2000
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Common Stock, $.008 par value 8,774,198
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DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held on April 27, 2000 are incorporated by reference into
Part III of this Form 10-K. Portions of the Registrant's Annual Report to
Stockholders for the fiscal year ended January 1, 2000 are incorporated by
reference into Parts II and IV of this Form 10-K.
FORWARD-LOOKING STATEMENTS OR INFORMATION
This Form 10-K includes certain statements that may be deemed to be
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995. Statements included or incorporated by reference
in this Form 10-K which address activities, events or developments that the
Company expects or anticipates will or may occur in the future, including such
things as future capital expenditures (including the amount and nature
thereof), business strategy, expansion and growth of the Company's business and
operations and other such matters are forward-looking statements. Although the
Company believes the expectations expressed in such forward-looking statements
are based on reasonable assumptions within the bounds of its knowledge of its
business, a number of factors could cause actual results to differ materially
from those expressed in any forward-looking statements, whether oral or
written, made by or on behalf of the Company. Many of these factors have
previously been identified in filings or statements made by or on behalf of the
Company.
All phases of the Company's operations are subject to influences outside its
control. Any one, or a combination, of which could materially affect the
results of the Company's operations. These factors include general economic
cycles affecting consumer spending, weather factors, operating factors
affecting customer satisfaction, inflation, consumer debt levels, pricing and
other competitive factors, changes in freight rates, the timing and acceptance
of new products in the stores, the mix of goods sold, interest rate
fluctuations and other capital market and economic conditions in general, Year
2000 issues, unemployment levels and the seasonality of the Company's business.
Forward-looking statements made by or on behalf of the Company are based on a
knowledge of its business and the environment in which it operates, but because
of the factors listed above, actual results could differ materially from those
reflected by any forward-looking statements. Consequently, all of the
forward-looking statements made are qualified by these and other cautionary
statements and there can be no assurance that the actual results or
developments anticipated by the Company will be realized or, even if
substantially realized, that they will have the expected consequences to or
effects on the Company or its business and operations.
PART I
ITEM 1. BUSINESS
Overview
Tractor Supply Company, a Delaware corporation ("TSC" or the "Company"), is a
specialty retailer which supplies the daily farming and maintenance needs of
its target customers: hobby, part-time and full-time farmers and ranchers, as
well as rural customers, contractors and tradesmen. The Company operates one of
the largest retail farm store chains in the United States. TSC's 273 stores,
located in 26 states, typically range in size from 12,000 to 14,000 square feet
of inside selling space and utilize at least as many square feet of outside
selling space. Stores are located in rural communities and in the outlying
areas of large cities where the rural lifestyle is a significant factor in the
local economy.
The Company meets the daily farming and maintenance needs of its target
customers with a comprehensive selection of farm maintenance products (fencing,
tractor parts and accessories, agricultural spraying equipment and tillage
parts); animal and pet products (specialty feeds, supplements, equine supplies,
medicines, veterinary supplies and livestock feeders); general maintenance
products (air compressors, welders, generators, pumps, plumbing and tools);
lawn and garden products (riding mowers, tillers and fertilizers); light truck
equipment; work clothing and other products. The Company does not sell large
tractors, combines, bulk chemicals or bulk fertilizers. The Company's
merchandising strategy combines this comprehensive product selection with
strong inventory support.
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The Company was founded in 1938 as a catalog mail order tractor parts supplier.
In 1978, Fuqua Industries, Inc. acquired the Company, and in 1982 Fuqua, in
turn, sold the Company to a group of investors, including a member of the
Company's current senior management team, who is also a significant
stockholder. Between the acquisition in 1982 and 1999, the Company's sales have
increased from $122.5 million to $688.1 million and the Company has opened 169
stores and closed 20 stores.
Seasonality and Weather
The Company's business is highly seasonal. Historically, the Company's sales
and profits have been the highest in the second and fourth fiscal quarters of
each year due to the planting and harvesting seasons and the sale of seasonal
products. The Company has typically operated at a net loss in the first fiscal
quarter of each year. Unseasonable weather, excessive rain, drought, or early
or late frosts may also affect the Company's sales. The Company believes,
however, that the impact of adverse weather conditions is somewhat mitigated by
the geographic dispersion of its stores.
Business Strategy
The Company believes its sales and earnings growth has resulted from the
focused execution of its business strategy, which includes the following key
components:
Market Niche. The Company has identified a specialized market niche -
supplying the daily farming and maintenance needs of hobby, part-time and
full-time farmers and ranchers. By focusing its product mix on these core
customers, the Company believes it has differentiated itself from general
merchandise, home center and other specialty retailers.
Customer Service. The Company's number one priority is customer service.
It offers its customers a high level of in-store service through
motivated, well-trained, technically proficient Store Associates. The
Company believes the ability of its Store Associates to provide friendly,
responsive, technical assistance is valued by its customers and helps to
promote strong customer loyalty and repeat shopping. TSC's commitment to
customer service is further enhanced by its "satisfaction guaranteed"
policy and its special order program.
Technology. Management strives to improve operating efficiencies and
reduce costs through the use of modern technologies. The Company utilizes
a fully integrated computerized merchandise and warehouse management and
point-of-sale system that permits the entire store network to communicate
with the Company's distribution centers and its management headquarters.
The Company believes that this integrated system results in lower
inventory carrying costs, improved in-stock positions and enhanced
inventory control, as well as management and purchasing efficiencies. The
Company believes that its ongoing commitment to utilize modern
technologies creates a competitive advantage.
Store Locations. The Company's strategy is to locate its stores in rural
communities and outlying areas of large cities where the rural lifestyle
is a significant factor in the local economy. The Company believes it has
developed a sophisticated, proven methodology to select its new store
sites.
Product Selection. The Company offers a comprehensive selection of high
quality, nationally recognized brand name and private label products,
focused principally on the needs of the hobby, part-time and full-time
farmer and rancher. The Company seeks to offer an extensive assortment of
merchandise in specialized products. The Company's full line of product
offerings is supported by a strong in-stock inventory position. An average
store displays approximately 12,000 different products.
Pricing. The Company utilizes an "everyday low prices" strategy to
consistently offer its products at competitive prices. The Company
monitors prices at competing stores and adjusts its prices as necessary.
The Company believes that by avoiding a "sale" oriented marketing
strategy, it is attracting customers on a regular basis rather than only
in response to sales.
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Vendor Partnering. The Company has established close working relationships
with many of its principal vendors to manage stock levels, develop new
products, plan promotions and design merchandise displays. The Company
intends to continue to expand its vendor partnering strategy to include
most of its other key vendors.
Advertising. To generate store traffic and position TSC as a destination
store, the Company promotes broad selections of merchandise with color
circulars distributed by direct mail and as newspaper inserts. The Company
also runs periodic special events promoted through local flyers, circulars
and radio advertising. The Company enhances its print marketing and
advertising programs through the expanded use of radio and national
television. In connection with these programs, the Company has retained
John Lyons, a renowned equine specialist, as its national equine
spokesman, and George Strait, a renowned country music entertainer, as its
national spokesman.
Store Environment. TSC's stores are open, clean, bright and offer a
pleasant atmosphere with disciplined product presentation, attractive
displays, both inside and outside the store, and efficient check-out
procedures. The Company endeavors to staff its stores with courteous,
highly motivated, knowledgeable Store Associates in order to provide a
friendly, enjoyable shopping experience.
Growth Strategy
The Company's growth strategy is to increase sales and profitability at
existing stores through continuing improvements in product mix and operating
efficiencies and through new store openings and relocations. Since the
beginning of fiscal 1994, the Company has opened 124 new stores and relocated
13. Of these 137 stores, 105 have been open more than one year and have
generated average net sales that are approximately 21.3% per annum greater than
those of existing stores. During this period, the Company has also closed three
stores (excluding relocations). Management believes that substantial
opportunities exist for the opening of new stores to achieve greater
penetration in existing markets and to expand into new markets.
The Company continued its new store growth plan with an approximate 12% overall
new store unit growth in fiscal 1999. Current plans call for the opening of 40
to 45 new stores in fiscal 2000, approximately 38 in fiscal 2001, and
additional stores thereafter (the Company has presently identified over 300
potential new markets).
The Company's strategy is to lease its new stores. Assuming that new stores are
leased, the estimated cash required to open a new store is approximately
$800,000 to $1,000,000, the majority of which is for initial inventory and
capital expenditures, principally leasehold improvements, fixtures and
equipment, and the balance of which is for store opening expenses.
The Company plans to relocate one store in fiscal 2000 and an average of one or
two additional stores each year over the next several years. Store relocations
are typically undertaken to move small, older stores to full-size formats in
prime retail areas. The cash required to complete a store relocation typically
ranges from $250,000 to $500,000 depending on whether the Company is
responsible for any renovation or remodeling costs. The Company has experienced
average sales increases in excess of 11% in the year subsequent to relocation
for stores relocated over the past five years.
The Company plans to extensively remodel an average of one or two of its strong
performing stores each year over the next several years, one of which is
scheduled for fiscal 2000. The estimated cash required to complete a major
remodeling typically ranges from $150,000 to $400,000. The Company also plans
to perform minor remodelings of its stores on an on-going basis to ensure
overall Company physical facility standards are maintained. The estimated cash
required to complete a minor remodeling typically ranges from $25,000 to
$75,000.
Store Environment and Merchandising
The Company's stores are designed and managed to create a pleasant environment,
maximize sales and operating efficiencies and make shopping an enjoyable
experience. The Company's stores are clean, open and bright. The average
Company store has approximately 12,600 square feet of inside selling space. The
Company typically utilizes at least 12,000 square feet of outside space from
which it merchandises certain farm-related and lawn and
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garden products. Visual displays inside and outside can be changed easily for
seasonal products and promotions and space can be reallocated easily among
departments.
The following chart indicates the average percentages of sales represented by
each of the Company's major product categories during fiscal 1999, 1998 and
1997:
Percent of Total Sales
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Product Category 1999 1998 1997
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Animal and pet products............................. 20% 19% 17%
General maintenance................................. 20 18 16
Lawn and garden..................................... 16 18 19
Work clothing and other............................. 16 16 16
Farm maintenance.................................... 15 16 19
Light truck equipment............................... 13 13 13
--- --- ---
100% 100% 100%
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The Company's stores carry a consistent merchandise mix, tailored to some
extent to specific regional needs and store size, and stock an average of
12,000 products. The Company's stores carry a wide selection of quality,
nationally recognized name brand merchandise. The Company also markets private
label merchandise under the Huskee, Traveller, Harvest Supreme, Retriever and
Dumor registered trademarks. Management believes that selling nationally
recognized brands next to the Company's own high quality, private label
merchandise offers its customers a range of products at various price points
and helps build customer loyalty. The Company believes that it has also
increased sales by distributing to in-store customers an easy-reference "blue
book" catalog containing the descriptions and prices for thousands of its
products.
The Company uses a "power merchandising" selling strategy. Under this strategy,
selected merchandise is given special emphasis through prominent displays, a
comprehensive product line and strong inventory support.
Customer Service
The Company's number one priority is customer service. Store Associates are the
key to quality customer service, and the Company seeks to provide them with
decision-making authority and training to enable them to meet customer needs.
Store Associates are authorized to special order virtually any non-stocked item
a customer may need. The Company's refund policy is "hassle free" if within 30
days of date of purchase and accompanied by a receipt. However, the Company
also has a "satisfaction guaranteed" policy, such that if customers are not
satisfied, Store Associates are authorized, at their discretion, to offer to
repair or exchange the product, or offer store credits or refunds, irrespective
of when the product was purchased. The Company believes that by providing these
services it improves customer satisfaction, builds customer loyalty and
generates repeat business.
The Company devotes considerable resources to training its Store Associates,
often in cooperation with its vendors. The Company's training programs include
(i) a full management training program for manager trainees which covers all
aspects of the Company's operations, (ii) product knowledge video tapes
produced in conjunction with over 100 of its vendors, (iii) semi-annual retail
training skills classes, (iv) semi-annual store managers meetings with vendor
product presentations, (v) vendor sponsored in-store training programs and (vi)
ongoing product information updates from the Company's management headquarters.
The Company seeks to hire and train Store Associates with farming and ranching
backgrounds.
The Company provides financial incentives to its district managers, store
managers, manager trainees, sales managers and sales clerks through incentive
compensation programs based on the achievement of sales and/or profitability
goals. The Company believes that its incentive compensation programs increase
the motivation and overall performance of its Store Associates and the
Company's ability to attract and retain qualified personnel.
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Purchasing and Distribution
The Company offers an extensive selection of farm maintenance and other
specialty products. The Company has established arrangements with certain of
its principal vendors to develop new products, plan promotions, review
marketing strategies, manage stock levels and develop merchandise displays. The
Company is pursuing similar arrangements with other key vendors. The Company's
business is not dependent upon any one vendor or particular group of vendors.
The Company purchases its products from approximately 1,600 vendors, the five
largest of which accounted for less than 25% of the Company's total purchases
in fiscal 1999 and one of which (MTD Products, Inc.) accounted for more than
10% of the Company's purchases during such year. The Company has no material
long-term contractual commitments with any of its vendors, has not experienced
difficulty in obtaining satisfactory alternative sources of supply for its
products and believes that adequate sources of supply exist at substantially
similar costs for substantially all of its products. Approximately 80% of the
Company's purchase orders are transmitted through an electronic data
interchanges ("EDI") system, and approximately 50% of vendor invoices are
transmitted through EDI. The Company is working to expand the number of vendors
who transmit invoices to the Company and increase the amount of sales history
transmitted from the Company, all through EDI. The Company's merchandise
purchasing is centrally managed.
The Company opened a new 500,000 square foot distribution center in Pendleton,
Indiana in January 2000, (replacing a 300,000 square foot facility in
Indianapolis, Indiana), and operates a 144,000 square foot distribution center
in Omaha, Nebraska and a 105,000 square foot distribution center in Waco, Texas
from which it serviced approximately 167 stores, 51 stores and 55 stores,
respectively, at January 1, 2000. The Company also utilizes a 57,000 square
foot, strategically located "cross-dock" facility in Rural Hall, North Carolina
to support the main distribution centers and transportation system network in
servicing the stores located in the Southeast region of the country. In fiscal
1999, the Company received approximately 65% of its merchandise through these
distribution facilities, with the balance delivered directly to the Company's
stores. The main distribution centers ship to each store at least twice a week
during peak periods through a dedicated contract carrier. The Company is
continuously evaluating its long-term strategic plan with respect to its
distribution centers and transportation operations.
Management Information and Control Systems
The Company has invested considerable resources in sophisticated management
information and control systems to ensure superior customer service, support
the purchase and distribution of merchandise and improve operating
efficiencies. The management information and control systems include a
point-of-sale system, a purchase order management system, a replenishment
system, a merchandise planning system and full sales, inventory and gross
margin management reporting systems. These systems are fully integrated and
track merchandise from order through sale. All operational data from these
systems is also fully integrated with the Company's financial systems.
The Company is constantly assessing and upgrading its management information
and control systems to support its growth, reduce and control costs, improve
internal controls and operating efficiencies and facilitate better
decision-making. To that end, in February 1999, the Company completed the
installation of a new merchandise and warehouse management system which
positioned the Company to further improve its inventory management and control,
allow for better decision making, enhance overall productivity and provide the
flexibility to support the Company's growth plans while at the same time
ensuring it is Year 2000 compliant.
Subsequent to the installation of this new system, however, the Company
experienced difficulties with the new replenishment system. These difficulties
created an out-of-stock situation in certain key product categories. In an
effort to correct this situation, the Company increased the ordering of goods
to an extent which resulted in an overall excessive level of inventory in
certain seasonal as well as basic product categories. During the third quarter
of fiscal 1999, the Company corrected and refined its replenishment processes
and achieved an approximate 25% reduction in the overstock position. Resolution
of this situation is not expected until the end of the second quarter of fiscal
2000. The Company has since developed supplemental tools and processes that
have improved most inventory management and reporting capabilities.
The Company continues to further evaluate and improve the functionality of the
new systems to maximize their effectiveness. Such efforts will include an
ongoing evaluation of the optimal software configuration (including
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system enhancements and upgrades) as well as the adequacy of the underlying
hardware components. These efforts are directed toward constantly improving the
overall business processes and achieving the most efficient and effective use
of the system to manage the Company's operations.
Competition
The Company operates in a highly competitive market. While the Company believes
it has successfully differentiated itself from general merchandise, home center
and other specialty retailers, the Company faces select competition from these
entities, as well as competition from independently owned retail farm stores,
several privately-held regional farm store chains and farm cooperatives. Some
of these competitors are units of large national or regional chains that have
substantially greater financial and other resources than the Company.
Management and Employees
As of January 1, 2000, the Company employed approximately 1,800 full-time and
approximately 1,700 part-time employees. The Company also employs additional
part-time employees during peak periods. As of such date, approximately 35
employees of the Company's Omaha, Nebraska distribution center were covered by
a collective bargaining agreement. This collective bargaining agreement expires
in July 2002.
Management believes its district managers, store managers and other supervisory
personnel have contributed significantly to the Company's performance.
Management encourages the participation of all Store Associates in decision
making, regularly solicits input and suggestions from Store Associates and
responds to the suggestions expressed by Company employees. Management believes
it has good relationships with its employees.
One of the four members of the Company's senior management, most of the
Company's district managers and a significant portion of the Company's store
managers were promoted to their positions from within the Company. All members
of senior management have at least 15 years of experience in the retail
industry and one member of senior management has over 20 years of experience
with the Company. District managers and store managers have an average length
of service with the Company of approximately 6.6 years and 5.0 years,
respectively. Management believes internal promotions, coupled with recruitment
of college graduates and hiring of individuals with previous retail experience,
will provide the management structure necessary to support expected store
growth.
ITEM 2. PROPERTIES
As of January 1, 2000, the Company leased its four distribution facilities and
its management headquarters, owned 74 stores (23 of which are subject to
mortgages) and leased 199 stores. The store leases typically have initial terms
of between 10 and 15 years, with one to three renewal periods of five years
each, exercisable at the Company's option. None of the store leases or
mortgages individually is material to the Company's operations. The leases at
its Pendleton, Indiana; Omaha, Nebraska; Waco, Texas and Rural Hall, North
Carolina distribution facilities expire in 2015, 2002, 2002 and 2004
respectively, and the lease for its management headquarters expires in 2007.
Seven of the Company's stores and its management headquarters are leased from
affiliated parties. See Item 13. "Certain Relationships and Related
Transactions".
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As of January 1, 2000, the Company operated 273 stores in 26 states as follows:
Number Number
State of Stores State of Stores
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Texas 52 Minnesota 6
Ohio 35 Missouri 6
Tennessee 24 Nebraska 6
Michigan 21 Pennsylvania 5
Indiana 18 South Carolina 6
North Carolina 16 South Dakota 4
Kentucky 13 Alabama 3
Illinois 10 Oklahoma 3
Iowa 9 Maryland 2
Kansas 8 Mississippi 1
North Dakota 8 Montana 1
Virginia 8 New York 1
Arkansas 6 Wisconsin 1
ITEM 3. LEGAL PROCEEDINGS
The Company is not a party to any legal proceedings, other than routine claims
and lawsuits arising in the ordinary course of its business. The Company does
not believe that such claims and lawsuits, individually or in the aggregate,
will have a material adverse effect on the Company's business. Compliance with
federal, state, local and foreign laws and regulations pertaining to the
discharge of materials into the environment, or otherwise relating to the
protection of the environment, has not had, and is not anticipated to have, a
material effect upon the capital expenditures, earnings or competitive position
of the Company. State and local regulations in the United States that are
designed to protect consumers or the environment have an increasing influence
on product claims, contents and packaging.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS
No matter was submitted to a vote of the Company's security-holders during the
fourth quarter of the Company's fiscal year ended January 1, 2000.
EXECUTIVE OFFICERS OF THE REGISTRANT
Pursuant to General Instruction G(3) of Form 10-K, the following list is
included as an unnumbered item in Part I of this Report in lieu of being
included in the Proxy Statement for the Annual Meeting of Stockholders to be
held on April 27, 2000.
The following is a list of the names and ages of all of the executive officers
of the registrant indicating all positions and offices with the registrant held
by each such person and each person's principal occupations and employment
during at least the past five years:
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Name Position Age
---- -------- ---
Joseph H. Scarlett, Jr.............. Chairman of the Board, President,
Chief Executive Officer and Director 57
Gerald W. Brase .................... Senior Vice President - Merchandising and Marketing 46
Michael E. Brown.................... Senior Vice President - Operations 42
Calvin B. Massmann.................. Senior Vice President-Chief Financial Officer and Treasurer 56
John W. Atkins...................... Vice President-Information Technology 37
Reynolds H. Becker.................. Vice President-Merchandise Manager for Consumer Products 41
Blake A. Fohl....................... Vice President-Marketing 40
Mark D. Gillman..................... Vice President-Operations (Region III) 39
Lawrence Goldberg................... Vice President-Logistics 57
Leo H. Haberer...................... Vice President-Real Estate 59
Stephen E. Hull..................... Vice President-Real Estate 42
Gary M. Magoni...................... Vice President-Operations (Region I) 53
Stanley L. Ruta..................... Vice President-Operations (Region II) 48
Daisy L. Vanderlinde................ Vice President-Human Resources 48
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Joseph H. Scarlett, Jr. became Chairman of the Board, President and Chief
Executive Officer of the Company in July 1998, after having served as Chairman
of the Board and Chief Executive Officer of the Company since February 1993 and
as President and Chief Operating Officer of the Company from 1987 to February
1993. Between 1979 and 1987, Mr. Scarlett served as Vice President-Personnel,
Senior Vice President-Administration and Executive Vice President-Operations of
the Company. Prior to 1979, Mr. Scarlett held operational positions, including
District Supervisor and Personnel Director, with Two Guys Discount Stores in
New Jersey over a 15 year period. Mr. Scarlett has served as a director of the
Company since 1982. Mr. Scarlett is currently a member of the International
Mass Retail Association Board.
Gerald W. Brase became Senior Vice President - Merchandising and Marketing of
the Company in September 1997. Mr. Brase previously served as Divisional Vice
President for Builders Square, a subsidiary of Kmart Corporation from 1993 to
1997. From 1985 to 1993, Mr. Brase served as Vice President and Divisional
Merchandise Manager with the Hechinger Company. From 1969 to 1985, Mr. Brase
held various merchandising and operational positions with the Hechinger Company
and Sears, Roebuck & Company.
Michael E. Brown became Senior Vice President - Operations of the Company in
January 1998. Mr. Brown previously served as Executive Vice President of Store
Operations with House of Fabrics, Inc. from 1994 to 1997. From 1991 to 1994,
Mr. Brown served as Vice President of Retail Sales, Regional Manager and
District Manager with House of Fabrics, Inc. In November 1994, House of
Fabrics, Inc. filed for bankruptcy reorganization, emerging in August 1996.
From 1977 to 1991, Mr. Brown held various management and operational positions
with the Rock Island County Council on Addictions, the 7 Eleven Food Stores of
Iowa and the Prairie State Food Corporation.
Calvin B. Massmann became Senior Vice President - Chief Financial Officer and
Treasurer in January 2000. Mr. Massmann previously served as an independent
business consultant during 1998 and 1999. From 1995 to 1997, Mr. Massmann
served as Senior Vice President and Chief Financial Officer for Builders
Square, a subsidiary of Kmart Corporation. From 1981 to 1995 Mr. Massmann held
various accounting and finance positions with W.R. Grace & Company and
affiliates. From 1969 to 1981, Mr. Massmann served wholesale and retail clients
as an auditor with Price Waterhouse.
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John W. Atkins became Vice President - Information Technology of the Company in
April 1999 after having served as Vice President Farm Merchandising of the
Company since December 1996 and as Division Merchandise Manager of Farm
Products of the Company since July 1995 and as a Buyer for the Company since
July 1992. From 1986 to 1992, Mr. Atkins held various positions, including most
recently Division Manager - Field & Stream with Bass Pro Shops Outdoor World.
From 1983 to 1986, Mr. Atkins held various retail management positions with
Kmart Corporation.
Reynolds H. Becker became Vice President - Merchandise Manager for Consumer
Products in October 1999. Mr. Becker has a combined 16 years of retail
experience. Most recently, Mr. Becker served as Merchandise Manager for Lowe's
Companies, Inc. from 1997 to 1999. From 1992 to 1997, Mr. Becker served as
Buyer and Senior Buyer with Target Stores, a division of Dayton Hudson in
Minneapolis. From 1984 to 1992, Mr. Becker held various merchandising and
operational positions with Roses's Stores Inc. in North Carolina.
Blake A. Fohl became Vice President - Marketing of the Company in December 1996
after having served as Director of Marketing of the Company since June 1995 and
as a Buyer for the Company since August 1992. Mr. Fohl previously served as
Divisional Manager of Green Seed Company from 1989 to 1992, as a Dairy
Specialist with Purina Mills from 1986 to 1989 and as a store manager for
Southern States Cooperative from 1981 to 1986.
Mark D. Gillman became Vice President - Operations of the Company in October
1999 after having served as District Manager since 1991. From 1982 to 1991 Mr.
Gillman served as a store manager of the Company.
Lawrence Goldberg became Vice President - Logistics of the Company in October
1993 after having served as Director of Distribution of the Company since
October 1992. Mr. Goldberg previously served as the Senior Vice President of
Merchandising and Marketing of Paccar Automotive Inc. from 1991 to 1992, the
General Manager of Al's Auto Supply (a subsidiary of Paccar Automotive Inc.)
from 1990 to 1991, the Director of Stores Division of Fuller O'Brien Paint
Corporation from 1988 to 1990 and the Director of Stores of Saxon Paint & Home
Care Centers from 1980 to 1988.
Leo H. Haberer has served as Vice President - Real Estate of the Company since
1989. Prior to 1989, Mr. Haberer served as a Regional Vice President of the
Company from 1975 to 1989 and as a store manager and zone manager from 1970 to
1975.
Stephen E. Hull became Vice President - Real Estate of the Company in January
1999 after having served as Director of Real Estate of the Company since April
1998. Mr. Hull previously served as Vice President of Real Estate of
Heilig-Myers Corporation from 1990 to 1998, and Development Partner for the
Robinson & Wetmore Development Group from 1988 to 1990.
Gary M. Magoni has served as a Vice President - Operations of the Company since
1989. Mr. Magoni previously served as a District Manager for Gold Circle Stores
(a subsidiary of Federated Department Stores) from 1982 to 1988.
Stanley L. Ruta has served as a Vice President - Operations of the Company
since March 1994. Mr. Ruta previously served as Vice President of Store
Planning and Development and Vice President of Store Operations of Central
Tractor Farm and Family Center, Inc. from 1988 to 1994. From 1976 to 1988, Mr.
Ruta held various other operational positions with Central Tractor Farm and
Family Center, Inc., including District Manager from 1985 to 1988.
Daisy L. Vanderlinde became Vice President - Human Resources of the Company in
April 1996. Ms. Vanderlinde previously served as Vice President - Human
Resources for Marshalls, Inc. from 1990 to 1996. From 1979 to 1990, Ms.
Vanderlinde held various management and human resources positions, including
most recently Divisional Vice President - Human Resources with The Broadway
Stores, Inc., a division of Carter Hawley Hale Stores, Inc.
10
11
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's Common Stock began trading on The Nasdaq National Market on
February 18, 1994 under the symbol "TSCO".
The table below sets forth the high and low sales prices of the Company's
Common Stock as reported by The Nasdaq National Market for each fiscal quarter
of the periods indicated:
Price Range
------------------------------------------
Fiscal 1999 Fiscal 1998
------------------ ------------------
High Low High Low
------- -------- ------- -------
First Quarter $29 1/4 $21 $23 1/4 $13 3/4
Second Quarter $29 3/4 $25 $26 1/2 $20 5/8
Third Quarter $26 5/16 $17 3/4 $26 $18
Fourth Quarter $20 7/8 $13 13/16 $27 $18 1/2
As of January 31, 2000, the approximate number of record holders of the
Company's Common Stock was 82 (excluding individual participants in nominee
security position listings) and the approximate number of beneficial holders of
the Company's Common Stock was 2,545.
The Company has not declared any cash dividends on its Common Stock during the
two most recent fiscal years. The Company currently intends to retain all
earnings for future operation and expansion of its business and, therefore,
does not anticipate that any dividends will be declared on the Common Stock in
the foreseeable future. Any future declaration of dividends will be subject to
the discretion of the Company's Board of Directors and subject to the Company's
results of operations, financial condition, cash requirements and other factors
deemed relevant by the Board of Directors. The Company is also restricted from
paying cash dividends by the terms of the note agreement, which relates to
mortgage notes on certain of its properties.
ITEM 6. SELECTED FINANCIAL DATA
The information set forth under the caption "Five Year Selected Financial and
Operating Highlights" on page 8 of the Company's Annual Report to Stockholders
for the fiscal year ended January 1, 2000 is incorporated herein by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The information set forth under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 9 through
15 of the Company's Annual Report to Stockholders for the fiscal year ended
January 1, 2000 is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company had no holdings of derivative financial or commodity instruments at
January 1, 2000. The Company is exposed to financial market risks, including
changes in interest rates. All borrowings under the Company's credit agreement
bear interest at a variable rate based on the prime rate or the London
Interbank Offered Rate. An increase in interest rates of 100 basis points would
not significantly affect the Company's net income. All of the Company's
business is transacted in U.S. dollars and, accordingly, foreign exchange rate
fluctuations have never had a significant impact on the Company, and they are
not expected to in the foreseeable future.
11
12
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information set forth under the captions "Report of Independent
Accountants", "Balance Sheets", "Statements of Income", "Statement of Changes
in Stockholders' Equity", "Statements of Cash Flows", and "Notes to Financial
Statements" on pages 16 through 31 of the Company's Annual Report to
Stockholders for the fiscal year ended January 1, 2000 is incorporated herein
by reference.
The Company's unaudited operating results for each fiscal quarter within the
two most recent fiscal years, as set forth under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations" on
page 10 of the Company's Annual Report to Stockholders for the fiscal year
ended January 1, 2000, is incorporated herein by reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information set forth under the captions "Election of Class III Directors
and Information Regarding Directors" and "Compliance with Section 16(a) of the
Securities Exchange Act of 1934" on pages 2 through 4 and 18, respectively, of
the Company's Proxy Statement for its Annual Meeting of Stockholders to be held
on April 27, 2000 is incorporated herein by reference.
The information set forth under the caption "Executive Officers of the
Registrant" in Part I of this Form 10-K is incorporated herein by reference.
ITEM 11. EXECUTIVE COMPENSATION
The information set forth under the captions "Board of Directors and Committees
of the Board - Compensation of Directors", "Compensation Committee Interlocks
and Insider Participation", "Executive Compensation", "Summary Compensation
Table", "Option Grants in Last Fiscal Year", "Aggregated Option Exercises in
Last Fiscal Year and Fiscal Year-End Option Values", "Compensation Committee's
Report on Executive Compensation", and "Performance Graph" on pages 4 through
16 of the Company's Proxy Statement for its Annual Meeting of Stockholders to
be held on April 27, 2000 is incorporated herein by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information set forth under the caption "Security Ownership of Certain
Beneficial Owners and Management" on pages 18 through 20 of the Company's Proxy
Statement for its Annual Meeting of Stockholders to be held on April 27, 2000
is incorporated herein by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information set forth under the caption "Interests of Management in Certain
Transactions" on pages 7 and 8 of the Company's Proxy Statement for its Annual
Meeting of Stockholders to be held on April 27, 2000 is incorporated herein by
reference.
12
13
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K
(a) (1) Financial Statements Page
-------------------- ----
The following financial statements and related notes of the Company
contained on pages 16 through 30 of the Company's Annual Report to
Stockholders for the fiscal year ended January 1, 2000 are incorporated
herein by reference:
Report of Independent Accountants .............................................................. 16
Balance Sheets - January 1, 2000 and December 26, 1998 ......................................... 17
Statements of Income - Fiscal Years Ended January 1, 2000, December 26, 1998, and
December 27, 1997 .............................................................................. 18
Statement of Changes in Stockholders' Equity - Fiscal Years Ended January 1, 2000,
December 26, 1998, and December 27, 1997 ....................................................... 19
Statements of Cash Flows - Fiscal Years Ended January 1, 2000, December 26, 1998, and
December 27, 1997 20
Notes to Financial Statements .................................................................. 21
(a) (2) Financial Statement Schedules
None
Financial statement schedules have been omitted because they are not
applicable or because the required information is otherwise furnished.
(a) (3) Exhibits
The exhibits listed in the Index to Exhibits, which appears on pages 14
through 19 of this Form 10-K, are incorporated herein by reference
or filed as part of this Form 10-K.
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the last
quarter of the fiscal year ended January 1, 2000.
13
14
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
TRACTOR SUPPLY COMPANY
Date: March 24, 2000 By: /s/ Calvin B. Massmann
---------------------------------------
Calvin B. Massmann
Senior Vice President - Chief Financial
Officer and Treasurer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Joseph H. Scarlett, Jr.* Chairman of the Board, President, March 24, 2000
- ------------------------------------ Chief Executive Officer and Director
Joseph H. Scarlett, Jr. (Principal Executive Officer)
/s/ Calvin B. Massmann Senior Vice President - Chief Financial March 24, 2000
- ------------------------------------ Officer and Treasurer
Calvin B. Massmann (Principal Financial Officer)
/s/ Thomas O. Flood* Director March 24, 2000
- ------------------------------------
Thomas O. Flood
/s/ Joseph D. Maxwell* Director March 24, 2000
- ------------------------------------
Joseph D. Maxwell
/s/ S.P. Braud* Director March 24, 2000
- ------------------------------------
S.P. Braud
/s/ Joseph M. Rodgers* Director March 24, 2000
- ------------------------------------
Joseph M. Rodgers
/s/Gerard E. Jones* Director March 24, 2000
- ------------------------------------
Gerald E. Jones
/s/ Sam K. Reed * Director March 24, 2000
- ------------------------------------
Sam K. Reed
*By: /s/ Calvin B. Massmann
--------------------------------
Calvin B. Massmann
Attorney-in-fact by authority
of Power of Attorney
14
15
INDEX TO EXHIBITS
Page Number
Exhibit by Sequential
Number Description Numbering System
------- ----------- -----------------
2.1 Plan of Reorganization and Exchange Agreement, dated as of
May 1, 1991, between the Company and Thomas J. Hennesy, III
(filed as Exhibit 2.1 to Registrant's Registration Statement
on Form S-1, Registration No. 33-73028, filed with the
Commission on December 17, 1993, and incorporated herein by
reference).
3.1 Restated Certificate of Incorporation, as amended, of the
Company, filed with the Delaware Secretary of State on
February 14, 1994 (filed as Exhibit 3.1 to Registrant's
Quarterly Report on Form 10-Q, filed with the Commission on
August 8, 1997, Commission File No. 000-23314, and
incorporated herein by reference).
3.2 Certificate of Amendment of the Restated Certificate of
Incorporation, as amended, of the Company, filed with the
Delaware Secretary of State on April 28, 1995 (filed as
Exhibit 3.2 to Registrant's Quarterly Report on Form 10-Q,
filed with the Commission on August 8, 1997, Commission File
No. 000-23314, and incorporated herein by reference).
3.3 Certificate of Amendment of the Restated Certificate of
Incorporation, as amended, of the Company, filed with the
Delaware Secretary of State on May 13, 1997 (filed as Exhibit
3.3 to Registrant's Quarterly Report on Form 10-Q, filed with
the Commission on August 8, 1997, Commission File No.
000-23314, and incorporated herein by reference).
3.4 Amended and Restated By-laws of the Company as currently in
effect (filed as Exhibit 3.7 to Registrant's Registration
Statement on Form S-1, Registration No. 33-73028, filed with
the Commission on December 17, 1993, and incorporated herein
by reference).
4.1 Form of Specimen Certificate representing the Company's
Common Stock, par value $.008 per share (filed as Exhibit 4.2
to Amendment No. 1 to Registrant's Registration Statement on
Form S-1, Registration No. 33-73028, filed with the
Commission on January 31, 1994, and incorporated herein by
reference).
10.1 Revolving Credit Agreement, dated as of August 31, 1994,
among the Company, The First National Bank of Boston, as
agent and for itself, and First American National Bank (filed
as Exhibit 1 to Registrant's Quarterly Report on Form 10-Q,
filed with the Commission on November 9, 1994, Commission
File No. 000-23314, and incorporated herein by reference).
10.2 Revolving Credit Note, dated as of August 31, 1994, issued by
the Company to The First National Bank of Boston in the
aggregate principal amount of $25 million (filed as Exhibit 2
to Registrant's Quarterly Report on Form 10-Q, filed with the
Commission on November 9, 1994, Commission File No.
000-23314, and incorporated herein by reference).
10.3 Revolving Credit Note, dated as of August 31, 1994, issued by
the Company to First American National Bank in the aggregate
principal amount of $5 million (filed as Exhibit 3 to
Registrant's Quarterly Report on Form 10-Q, filed with the
Commission on November 9, 1994, Commission File No.
000-23314, and incorporated herein by reference).
15
16
Page Number
Exhibit by Sequential
Number Description Numbering System
------- ----------- ----------------
10.4 First Amendment to Revolving Credit Agreement, dated as of
July 31, 1996, among the Company and The First National Bank
of Boston, as agent and for itself and First American
National Bank (filed as Exhibit 10.1 to Registrant's
Quarterly Report on Form 10-Q, Commission File No. 000-23314,
filed with the Commission on November 6, 1996, and
incorporated herein by reference).
10.5 Amended and Restated Revolving Credit Note, dated as of July
31, 1996, issued by the Company to First American National
Bank in the aggregate principal amount of $20 million (filed
as Exhibit 10.2 to Registrant's Quarterly Report on Form
10-Q, Commission File No. 000-23314, filed with the
Commission on November 6, 1996, and incorporated herein by
reference).
10.6 Second Amendment to Revolving Credit Agreement, dated as of
March 23, 1998, among the Company and BankBoston, N.A.
(successor to The First National Bank of Boston) as agent and
for itself, First American National Bank, and SunTrust Bank
Nashville, N.A. (filed as Exhibit 10.1 to Registrant's
Quarterly Report on Form 10-Q, filed with the Commission on
May 1, 1998, Commission File No. 000-23314, and incorporated
herein by reference).
10.7 Revolving Credit Note, dated as of March 23, 1998, issued by
the Company to SunTrust Bank Nashville, N.A. in the aggregate
principal amount of $15 million (filed as Exhibit 10.2 to
Registrant's Quarterly Report on Form 10-Q, filed with the
Commission on May 1, 1998, Commission File No. 000-23314, and
incorporated herein by reference).
10.8 Loan Agreement, dated as of June 30, 1998 between the Company
and SunTrust Bank, Nashville, N.A. (filed as Exhibit 10.37 to
Registrant's Quarterly Report on Form 10-Q, filed with the
Commission on October 30, 1998, Commission File No.
000-23314, and incorporated herein by reference).
10.9 Term Note, dated as of June 30, 1998, issued by the Company
to SunTrust Bank, Nashville, N.A. in the aggregate amount of
$15 million (filed as Exhibit 10.38 to Registrant's Quarterly
Report on Form 10-Q, filed with the Commission on October 30,
1998, Commission File No. 000-23314, and incorporated herein
by reference).
10.10 Note Agreement (the "Note Agreement"), dated as of April 1,
1988, among the Company, The Mutual Life Insurance Company of
New York and MONY Life Insurance Company of America (filed as
Exhibit 10.3 to Registrant's Registration Statement on Form
S-1, Registration No. 33-73028, filed with the Commission on
December 17, 1993, and incorporated herein by reference).
10.11 First Amendment to Note Agreement, dated April 1, 1991, among
the Company, The Mutual Life Insurance Company of New York
and MONY Life Insurance Company of America (filed as Exhibit
10.4 to Registrant's Registration Statement on Form S-1,
Registration No. 33-73028, filed with the Commission on
December 17, 1993, and incorporated herein by reference).
10.12 Second Amendment to Note Agreement, dated as of February 1,
1992, among the Company, The Mutual Life Insurance Company of
New York and MONY Life Insurance Company of America (filed as
Exhibit 10.5 to Registrant's Registration
16
17
Page Number
Exhibit by Sequential
Number Description Numbering System
------- ----------- ----------------
Statement on Form S-1, Registration No. 33-73028, filed with
the Commission on December 17, 1993, and incorporated herein
by reference).
10.13 Third Amendment to Note Agreement, dated as of July 1, 1993,
among the Company, The Mutual Life Insurance Company of New
York and MONY Life Insurance Company of America (filed as
Exhibit 10.6 to Registrant's Registration Statement on Form
S-1, Registration No. 33-73028, filed with the Commission on
December 17, 1993, and incorporated herein by reference).
10.14 Form of Adjustable Rate First Mortgage Notes due January 1,
2004 issued by the Company to The Mutual Life Insurance
Company of New York and MONY Life Insurance Company of
America pursuant to the Note Agreement, as amended (filed as
Exhibit 10.7 to Registrant's Registration Statement on Form
S-1, Registration No. 33-73028, filed with the Commission on
December 17, 1993, and incorporated herein by reference).
10.15 Form of Mortgage, dated as of May 10, 1988, from the Company
to The Mutual Life Insurance Company of New York pursuant to
the Note Agreement, as amended (filed as Exhibit 10.8 to
Registrant's Registration Statement on Form S-1, Registration
No. 33-73028, filed with the Commission on December 17, 1993,
and incorporated herein by reference).
10.16 Ground Lease Agreement, dated as of July 1, 1991, between the
Company and GOF Indiana Corp. (relating to Plainfield,
Indiana store) (filed as Exhibit 10.10 to Registrant's
Registration Statement on Form S-1, Registration No.
33-73028, filed with the Commission on December 17, 1993, and
incorporated herein by reference).
10.17 Indenture of Lease, dated as of September 1, 1991, between
the Company and GOF Indiana Corp. (relating to Plainfield,
Indiana store) (filed as Exhibit 10.11 to Registrant's
Registration Statement on Form S-1, Registration No.
33-73028, filed with the Commission on December 17, 1993, and
incorporated herein by reference).
10.18 Indenture of Lease, dated as of January 1, 1986, between the
Company and Joseph H., Jr. and Dorothy F. Scarlett (relating
to Omaha, Nebraska store) (filed as Exhibit 10.14 to
Registrant's Registration Statement on Form S-1, Registration
No. 33-73028, filed with the Commission on December 17, 1993,
and incorporated herein by reference).
10.19 Indenture of Lease, dated as of January 1, 1986, between the
Company and Joseph D. and Juliann K. Maxwell (relating to
Nashville, Tennessee store) (filed as Exhibit 10.18 to
Registrant's Registration Statement on Form S-1, Registration
No. 33-73028, filed with the Commission on December 17, 1993,
and incorporated herein by reference).
10.20 Indenture of Lease, dated as of January 1, 1986, between the
Company and Thomas O. and Vickie Flood (relating to Mandan,
North Dakota store) (filed as Exhibit 10.19 to Registrant's
Registration Statement on Form S-1, Registration No.
33-73028, filed with the Commission on December 17, 1993, and
incorporated herein by reference).
17
18
Page Number
Exhibit by Sequential
Number Description Numbering System
------- ----------- ----------------
10.21 Indenture of Lease, dated as of September 15, 1986, between
the Company and GOF Partners (relating to Nashville,
Tennessee management headquarters) (filed as Exhibit 10.20 to
Registrant's Registration Statement on Form S-1, Registration
No. 33-73028, filed with the Commission on December 17, 1993,
and incorporated herein by reference).
10.22 Tractor Supply Company 1994 Stock Option Plan (filed as
Exhibit 10.28 to Registrant's Registration Statement on Form
S-1, Registration No. 33-73028, filed with the Commission on
December 17, 1993, and incorporated herein by reference).
10.23 Amendment to the Tractor Supply Company 1994 Stock Option
Plan (filed as Exhibit 10.25 to Registrant's Quarterly Report
on Form 10-Q, filed with the Commission on August 8, 1997,
Commission File No. 000-23314, and incorporated herein by
reference).
10.24 TSC Industries, Inc. Employee 401(k) Retirement Plan
(including the Notices of the First, Second, Third, Fourth
and Fifth Amendments thereto and the Trust Agreement forming
a part thereof) (filed as Exhibit 10.29 to Registrant's
Registration Statement on Form S-1, Registration No.
33-73028, filed with the Commission on December 17, 1993, and
incorporated herein by reference).
10.25 Form of Notice of the Revised Sixth Amendment to the TSC
Industries, Inc. Employee 401(k) Retirement Plan (filed as
Exhibit 10.30 to Amendment No. 1 to Registrant's Registration
Statement on Form S-1, Registration No. 33-73028, filed with
the Commission on January 31, 1994, and incorporated herein
by reference).
10.26 Senior Executive Incentive Plan of the Company (filed as
Exhibit 10.28 to Registrant's Annual Report on Form 10-K,
filed with the Commission on March 18, 1998, Commission File
No. 000-23314, and incorporated herein by reference).
10.27 Other Executive Incentive Plan of the Company (filed as
Exhibit 10.29 to Registrant's Annual Report on Form 10-K,
filed with the Commission on March 18, 1998, Commission File
No. 000-23314, and incorporated herein by reference).
10.28 Form of Deferred Compensation Agreement constituting the
Deferred Compensation Plan of the Company (filed as Exhibit
10.30 to Registrant's Annual Report on Form 10-K, filed with
the Commission on March 18, 1998, Commission File No.
000-23314, and incorporated herein by reference).
10.29 Certificate of Insurance relating to the Medical Expense
Reimbursement Plan of the Company (filed as Exhibit 10.33 to
Registrant's Registration Statement on Form S-1, Registration
No. 33-73028, filed with the Commission on December 17, 1993,
and incorporated herein by reference).
10.30 Summary plan description of the Executive Life Insurance Plan
of the Company (filed as Exhibit 10.34 to Registrant's
Registration Statement on Form S-1, Registration No.
33-73028, filed with the Commission on December 17, 1993, and
incorporated herein by reference).
18
19
Page Number
Exhibit by Sequential
Number Description Numbering System
------- ----------- ----------------
10.31 Agreement, effective August 1, 1996, between the Company and
General Drivers & Helpers Union, Local # 554 (filed as
Exhibit 10.31 to Registrant's Annual Report on Form 10-K,
filed with the Commission on March 21, 1997, Commission File
No. 000-23314, and incorporated herein by reference).
10.32 Agreement, effective April 1, 1996, between the Company and
Chauffeurs, Teamsters, Warehousemen and Helpers, Local Union
No. 135 (filed as Exhibit 10.32 to Registrant's Annual Report
on Form 10-K, filed with the Commission on March 21, 1997,
Commission File No. 000-23314, and incorporated herein by
reference).
10.33 Tractor Supply Company 1996 Associate Stock Purchase Plan
(filed as Exhibit 4.4 to Registrant's Registration Statement
on Form S-8, Registration No. 333-10699, filed with the
Commission on August 23, 1996, and incorporated herein by
reference).
10.34 Indemnification Agreement, dated January 27, 1994, between
the Company and Thomas O. Flood (filed as Exhibit 10.38 to
Amendment No. 1 to Registrant's Registration Statement on
Form S-1, Registration No. 33-73028, filed with the
Commission on January 31, 1994, and incorporated herein by
reference).
10.35 Tractor Supply Company Restated 401(k) Retirement Plan (filed
as Exhibit 4.1 to Registrant's Registration Statement on Form
S-3, Registration No. 333-35317, filed with the Commission on
September 10, 1997, and incorporated herein by reference).
10.36 Trust Agreement (filed as Exhibit 4.2 to Registrant's
Registration Statement on Form S-3, Registration No.
333-35317, filed with the Commission on September 10, 1997,
and incorporated herein by reference).
10.37 Noncompetition Agreement, dated as of June 30, 1996, between
the Company and Joseph D. Maxwell (filed as Exhibit 10.35 to
Registrant's Quarterly Report on Form 10-Q, filed with the
Commission on October 31, 1997, Commission File No.
000-23314, and incorporated herein by reference).
10.38 Split-Dollar Agreement, dated January 27, 1998, between the
Company and Joseph H. Scarlett, Jr., Tara Anne Scarlett and
Andrew Sinclair Scarlett (filed as Exhibit 10.45 to
Registrant's Annual Report on Form 10-K, filed with the
Commission on March 17, 1999, Commission File No. 000-23314,
and incorporated herein by reference).
10.39 Split-Dollar Agreement, dated January 2, 1998, between the
Company and Thomas O. Flood and Terry Mainiero, as Trustee of
the Flood 1997 Irrevocable Trust under Agreement dated
November 10, 1997 (filed as Exhibit 10.46 to Registrant's
Annual Report on Form 10-K, filed with the Commission on March
17, 1999, Commission File No. 000-23314, and incorporated
herein by reference).
10.40 Term Note, dated as of September 2, 1999, issued by the
Company to SunTrust Bank, Nashville, N.A., a national banking
association, in the aggregate amount of $15 million (filed as
Exhibit 10.47 to Registrant's Quarterly Report on Form 10-Q,
filed with the Commission on October 29, 1999, Commission
File No. 000-23314, and incorporated herein by reference).
10.41 Noncompetition Agreement, dated as of August 31, 1999,
between the Company and Thomas O. Flood (filed as Exhibit
10.48 to Registrant's Quarterly Report on Form
19
20
Page Number
Exhibit by Sequential
Number Description Numbering System
------- ----------- ----------------
10-Q, filed with the Commission on October 29, 1999,
Commission File No. 000-23314, and incorporated herein by
reference).
10.42 Consulting Agreement, dated as of August 31, 1999, between
the Company and Thomas O. Flood (filed as Exhibit 10.49 to
Registrant's Quarterly Report on Form 10-Q, filed with the
Commission on October 29, 1999, Commission File No.
000-23314, and incorporated herein by reference).
* 10.43 Third Amendment to Revolving Credit Agreement, dated as
of November 15, 1999 among the Company and SunTrust Bank
Nashville, N.A. (replaced Bank Boston, N.A. as agent), as
agent and for itself, AmSouth Bank (successor to First
America National Bank), an national banking association, and
Bank of America, a national banking association.
* 10.44 Second Amendment to the Tractor Supply Company 1994 Stock
Option Plan
* 10.45 Agreement, effective August 1, 1999 between the Company
and General Drivers & Helpers Union, Local #554.
* 13 Annual Report to Stockholders for the fiscal year ended
January 1, 2000.
* 23.1 Consent of PricewaterhouseCoopers LLP.
* 23.2 Consent of PricewaterhouseCoopers LLP.
* 24.1 Power of Attorney of Joseph H. Scarlett, Jr.
* 24.2 Power of Attorney of Thomas O. Flood
* 24.3 Power of Attorney of Joseph D. Maxwell
* 24.4 Power of Attorney of S.P. Braud
* 24.5 Power of Attorney of Joseph M. Rodgers
* 24.6 Power of Attorney of Gerard E. Jones
* 24.7 Power of Attorney of Sam K. Reed
* 27.1 Financial Data Schedule (only submitted to SEC in electronic
format).
- ---------------
* Filed herewith.
20