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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 December 30, 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
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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, 2001 was $36,935,977. 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, 2001
- ------------------------------------- ---------------------------------------
Common Stock, $.008 par value 8,803,574
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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 26, 2001 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 December 30, 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 these factors 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, consumer debt levels, pricing and other competitive
factors, the ability to attract, train and retain highly qualified associates,
the ability to identify suitable locations and negotiate favorable lease
agreements on new and relocated stores, the timing and acceptance of new
products in the stores, the mix of goods sold, the continued availability of
favorable credit sources, capital market conditions in general 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 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 305 stores, located
in 28 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; and work clothing. 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 2000, the Company's sales have increased
from $122.5 million to $759.0 million and the Company has opened 204 stores and
closed 23 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 farming industry's 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, and 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 Company's initial
public offering in February 1994, the Company has opened 159 new retail farm
stores and relocated 14. Of these 173 stores, 137 have been open more than one
year and have generated average net sales that are approximately 15.4% per annum
greater than those of existing stores. During this period, the Company has also
closed six 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 13% overall
new store unit growth in fiscal 2000. Current plans call for the opening of 25
new stores in fiscal 2001, approximately 25 in fiscal 2002, 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 $1,100,000, 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 three to six stores in fiscal 2001 and an average
of three or four 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 $200,000 to $550,000 depending on whether the Company is
responsible for any renovation or remodeling costs.
The Company plans to extensively remodel an average of two or three of its
strong performing stores each year over the next several years, three of which
are scheduled for fiscal 2001. 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 12,800 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 garden products. Visual displays
inside and outside can be changed easily for seasonal products and promotions
and space can be reallocated easily among departments.
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The following chart indicates the average percentages of sales represented by
each of the Company's major product categories during fiscal 2000, 1999 and
1998:
Percent of Total Sales
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Product Category 2000 1999 1998
---------------- ------- ------ -------
Animal and pet products............................. 22% 20% 19%
General maintenance................................. 20 20 18
Lawn and garden..................................... 16 16 18
Farm maintenance.................................... 16 15 16
Work clothing and other............................. 13 16 16
Light truck equipment............................... 13 13 13
---- --- ---
100% 100% 100%
==== === ===
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.
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 1,100 vendors, the five largest of
which accounted for less than 25% of the Company's total purchases in fiscal
2000 and one of which (MTD Products, Inc.) accounted for more than 10% of the
Company's purchases during such year. The Company has no
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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. Over 90% 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 196 stores, 47 stores and 62 stores,
respectively, at December 30, 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 certain stores located in the Southeast region of the country. In
fiscal 2000, 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 higher volume stores 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 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 continues to evaluate and improve the functionality of its systems
to maximize their effectiveness. Such efforts will include an ongoing evaluation
of the optimal software configuration (including 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 December 30, 2000, the Company employed approximately 2,000 full-time and
approximately 2,000 part-time employees. The Company also employs additional
part-time employees during peak periods. As of such date, approximately 40
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.
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Two of the five 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 business experience 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 6.5 years and 5.2 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 December 30, 2000, the Company leased its four distribution facilities and
its management headquarters, owned 69 stores (21 of which are subject to
mortgages) and leased 236 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. Six of the Company's
stores are leased from affiliated parties. See Item 13. "Certain Relationships
and Related Transactions".
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As of December 30, 2000, the Company operated 305 stores in 28 states as
follows:
Number Number
State of Stores State of Stores
- ----- --------- ----- ---------
Texas 59 Arkansas 6
Ohio 37 Missouri 6
Tennessee 28 Nebraska 6
Michigan 22 Minnesota 5
Indiana 19 Pennsylvania 5
North Carolina 19 South Dakota 4
Kentucky 14 Alabama 3
Florida 11 Oklahoma 3
Illinois 10 Maryland 2
Iowa 9 Georgia 1
Virginia 9 Mississippi 1
Kansas 8 Montana 1
South Carolina 8 New York 1
North Dakota 7 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 December 30, 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 26, 2001.
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, Chief Executive Officer and Director 58
James F. Wright..................... President and Chief Operating Officer 51
Gerald W. Brase .................... Senior Vice President-Merchandising 47
Calvin B. Massmann.................. Senior Vice President-Chief Financial Officer and Treasurer 57
Stanley L. Ruta..................... Senior Vice President-Store Operations 49
John W. Atkins...................... Vice President-Information Technology 38
Blake A. Fohl....................... Vice President-Marketing 41
Mark D. Gillman..................... Vice President-Store Operations 40
Lawrence Goldberg................... Vice President-Logistics 58
Stephen E. Hull..................... Vice President-Real Estate 43
David C. Lewis...................... Vice President-Controller and Corporate Secretary 42
Gary M. Magoni...................... Vice President-Store Operations 54
- ------------------
Joseph H. Scarlett, Jr. became Chairman of the Board and Chief Executive Officer
of the Company in October 2000, after having served as Chairman of the Board,
President and Chief Executive Officer of the Company since July 1998, as
Chairman of the Board and Chief Executive Officer of the Company from February
1993 to July 1998 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
Board member of the International Mass Retail Association.
James F. Wright became President and Chief Operating Officer of the Company in
October 2000. Mr. Wright previously served as President and Chief Executive
officer of Tire Kingdom, the fourth largest independent tire and automotive
services retailer in the United States, from May 1997 to June 2000. From 1988 to
1996, Mr. Wright held senior management-level positions with Western Auto Supply
Co., having responsibilities for merchandising and store operations. From 1974
to 1988, Mr. Wright held various management and buying positions with K-Mart
Corporation.
Gerald W. Brase became Senior Vice President-Merchandising 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.
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.
Stanley L. Ruta became Senior Vice President-Store Operations in July 2000 after
having served as a Vice President-Store 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.
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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.
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 a Vice President-Store 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.
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.
David C. Lewis became Vice President-Controller and Corporate Secretary in April
2000 after having served as Assistant Controller of the Company since November
1995 and Assistant Secretary of the Company since April 1999. Mr. Lewis
previously served as Controller and Chief Accounting Officer for National
Auto/Truckstops, Inc. from July 1994 to November 1995 and as a senior audit
manager with Price Waterhouse from 1984 to 1994.
Gary M. Magoni has served as a Vice President-Store 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.
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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 2000 Fiscal 1999
------------------ ------------------
High Low High Low
-------- -------- ------- --------
First Quarter $ 21.00 $ 14.63 $ 30.25 $ 20.63
Second Quarter $ 22.00 $ 12.00 $ 30.50 $ 25.00
Third Quarter $ 17.19 $ 9.69 $ 28.63 $ 17.56
Fourth Quarter $ 11.06 $ 6.50 $ 20.88 $ 12.75
As of January 31, 2001, the approximate number of record holders of the
Company's Common Stock was 76 (excluding individual participants in nominee
security position listings) and the approximate number of beneficial holders of
the Company's Common Stock was 3,200.
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 its various financing agreements.
ITEM 6. SELECTED FINANCIAL DATA
The information set forth under the caption "Five Year Selected Financial and
Operating Highlights" on page 10 of the Company's Annual Report to Stockholders
for the fiscal year ended December 30, 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 11 through
17 of the Company's Annual Report to Stockholders for the fiscal year ended
December 30, 2000 is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The Company is exposed to financial market risks, including changes in interest
rates. To reduce such risks, the Company has entered into an interest rate swap
agreement as a means of managing its interest rate exposure. The interest rate
swap agreement applies to a maximum of $30 million in outstanding borrowings
under the Company's revolving credit agreement and also applies to the
outstanding term loan balance. All borrowings under the Company's revolving
credit agreement and term loan 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 17 through 31 of the Company's Annual Report to
Stockholders for the fiscal year ended December 30, 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 12 of the Company's Annual Report to Stockholders for the fiscal year ended
December 30, 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 I Directors and
Information Regarding Directors" and "Compliance with Section 16(a) of the
Securities Exchange Act of 1934" on pages 2 through 4 and 13 and 14,
respectively, of the Company's Proxy Statement for its Annual Meeting of
Stockholders to be held on April 26, 2001 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 12
of the Company's Proxy Statement for its Annual Meeting of Stockholders to be
held on April 26, 2001 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 14 and 15 of the Company's Proxy
Statement for its Annual Meeting of Stockholders to be held on April 26, 2001 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 12 through 14 of the Company's Proxy Statement for its
Annual Meeting of Stockholders to be held on April 26, 2001 is incorporated
herein by reference.
12
13
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENTS AND REPORTS ON FORM 8-K
(a) (1) Financial Statements
The following financial statements and related notes of the Company
contained on pages 17 through 31 of the Company's Annual Report to
Stockholders for the fiscal year ended December 30, 2000 are
incorporated herein by reference:
Report of Independent Accountants
Statements of Income - Fiscal Years Ended December 30, 2000, January 1,
2000, and December 26, 1998
Balance Sheets - December 30, 2000 and January 1, 2000
Statement of Changes in Stockholders' Equity - Fiscal Years Ended
December 30, 2000, January 1, 2000, and December 26, 1998
Statements of Cash Flows - Fiscal Years Ended December 30, 2000,
January 1, 2000, and December 26, 1998
Notes to Financial Statements
(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 15
through 21 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 December 30, 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 23, 2001 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, March 23, 2001
----------------------------- Chief Executive Officer and Director
Joseph H. Scarlett, Jr. (Principal Executive Officer)
/s/ Calvin B. Massmann Senior Vice President - Chief Financial March 23, 2001
----------------------------- Officer and Treasurer
Calvin B. Massmann (Principal Financial Officer)
/s/ Thomas O. Flood* Director March 23, 2001
-----------------------------
Thomas O. Flood
/s/ Joseph D. Maxwell* Director March 23, 2001
-----------------------------
Joseph D. Maxwell
/s/ S.P. Braud* Director March 23, 2001
-----------------------------
S.P. Braud
/s/ Joseph M. Rodgers* Director March 23, 2001
-----------------------------
Joseph M. Rodgers
/s/Gerard E. Jones* Director March 23, 2001
---------------------- -----
Gerald E. Jones
/s/ Sam K. Reed * Director March 23, 2001
-----------------------------
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
- ------ ----------- ----------------
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).
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
15
16
Page Number
Exhibit by Sequential
Number Description Numbering System
- ------ ----------- ----------------
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 Statement on Form
S-1, Registration No. 33-73028, filed with the Commission on
December 17, 1993, and incorporated herein by reference).
16
17
Page Number
Exhibit by Sequential
Number Description Numbering System
------ ----------- ----------------
10.13 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).
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.
17
18
Page Number
Exhibit by Sequential
Number Description Numbering System
------ ----------- ----------------
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 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).
10.25 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).
10.26 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).
10.27 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).
10.28 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).
10.29 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).
10.30 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).
10.31 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).
18
19
Page Number
Exhibit by Sequential
Number Description Numbering System
------ ----------- ----------------
10.32 Tractor Supply Company Restated 401(k) Retirement Plan (filed as
Exhibit 4.1 Registration Statement on Form S-3, Registration No.
333-35317, filed with the Commission on September 10, 1997, and
incorporated herein by reference).
10.33 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).
10.34 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).
10.35 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).
10.36 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).
10.37 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).
10.38 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 10-Q, filed with the Commission on October
29, 1999, Commission File No. 000-23314, and incorporated herein by
reference).
10.39 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).
10.40 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 (filed as Exhibit 10.43 to Registrant's Annual Report on
Form 10-K, filed with the Commission on March 24, 2000, Commission
File No. 000-23314, and incorporated herein by reference).
19
20
Page Number
Exhibit by Sequential
Number Description Numbering System
------ ----------- ----------------
10.41 Second Amendment to the Tractor Supply Company 1994 Stock Option Plan
(filed as Exhibit 10.44 to Registrant's Annual Report on Form 10-K,
filed with the Commission on March 24, 2000, Commission File No.
000-23314, and incorporated herein by reference).
10.42 Agreement, effective August 1, 1999 between the Company and General
Drivers & Helpers Union, Local #554 (filed as Exhibit 10.45 to
Registrant's Annual Report on Form 10-K, filed with the Commission on
March 24, 2000, Commission No. 000-23314, and incorporated herein by
reference).
10.43 Tractor Supply Company 2000 Stock Incentive Plan (filed as Exhibit
10.46 to Registrant's Quarterly report on Form 10-Q, filed with the
Commission on August 4, 2000, Commission File No. 000-23314, and
incorporated herein by reference).
10.44 Loan Agreement, dated as of August 10, 2000 between the Company and
Bank of America, N.A. (filed as Exhibit 10.47 to Registrant's
Quarterly Report on Form 10-Q, filed with the Commission on November
14, 2000, Commission File No. 000-23314, and incorporated herein by
reference).
10.45 Term Note, dated as of August 10, 2000 issued by the Company to Bank
of America, N.A., in the aggregate amount of $20 million (filed as
Exhibit 10.48 to Registrant's Quarterly Report on Form 10-Q, filed
with the Commission on November 14, 2000, Commission File No.
000-23314, and incorporated herein by reference).
10.46* Revolving Credit Agreement, dated as of November 3, 2000 by and among
Tractor Supply Company, the banks party thereto and Bank of
America, N.A., as Administrative Agent.
10.47* Revolving Note, dated as of November 3, 2000 between Tractor Supply
Company and Bank of America, N.A.
10.48* Revolving Note, dated as of November 3, 2000 between Tractor Supply
Company and Firstar Bank, N. A.
10.49* Revolving Note, dated as of November 3, 2000 between Tractor Supply
Company and SouthTrust Bank.
10.50* Revolving Note, dated as of November 3, 2000 between Tractor Supply
Company and AmSouth Bank.
10.51* Revolving Note, dated as of November 3, 2000 between Tractor Supply
Company and SunTrust Bank, Nashville, N.A.
10.52* Revolving Note, dated as of November 3, 2000 between Tractor Supply
Company and Compass Bank.
10.53* Revolving Note, dated as of December 30, 2000 between Tractor
Supply Company and Fifth Third Bank.
20
21
Page Number
Exhibit by Sequential
Number Description Numbering System
------ ----------- ----------------
10.54* Amended and Restated Loan Agreement, dated as of November 3, 2000,
between the Company and SunTrust Bank, Nashville, N.A.
10.55* Amended and Restated Term Note, dated as of November 3, 2000, issued
by the Company to SunTrust Bank, Nashville, N.A. in the aggregate
amount of $9,999,945.
10.56* First Amendment to Lease Agreement, dated as of December 18, 2000,
between Tractor Supply Company and GOF Partners.
10.57* Second Amendment to Tractor Supply Company Restated 401(k) Retirement
Plan.
13.1* Annual Report to Stockholders for the fiscal year ended December 30,
2000.
23.1* Consent of PricewaterhouseCoopers LLP.
23.2* Consent of PricewaterhouseCoopers LLP.
24.1* Power of Attorney of Sam K. Reed
- -----------------
* Filed herewith.
21