Back to GetFilings.com
1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
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 27, 1997
-------------------------------------------------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ______________________ to ______________________
Commission file number 000-23314
TRACTOR SUPPLY COMPANY
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware 13-3139732
- ----------------------------------- ----------------------------------------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
320 Plus Park Boulevard, Nashville, Tennessee 37217
- ------------------------------------------------ ----------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (615) 366-4600
----------------------
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
- --------------------------------------------------------------------------------
(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, 1998 was $45,625,328. 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, 1998
- ----------------------------------- -------------------------------------
Common Stock, $.008 par value 8,736,494
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Registrant's Proxy Statement for the Annual Meeting of
Stockholders to be held on April 23, 1998 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 27, 1997 are incorporated by
reference into Parts II and IV of this Form 10-K.
1
2
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 suburban customers, contractors and tradesmen. The Company operates one of
the largest retail farm store chains in the United States. TSC's 228 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 farming 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 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.
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 two members of the
Company's current senior management team, both of whom are principal
stockholders. Between the acquisition in 1982 and 1997, the Company's sales have
increased from $122.5 million to $509.1 million and the Company has opened 123
stores and closed 19 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 and 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 an
integrated computerized inventory management and point-of-
2
3
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 farming 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 a "low prices everyday" 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.
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. Beginning in 1998, the Company intends to further
improve its marketing and advertising programs through the expanded use of
radio, and, for the first time, through the use of a national television
campaign. In connection with these new programs, the Company signed 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
1992, the Company has opened 85 new stores and relocated 17. Of these 102
stores, 79 have been open more than one year and have generated average net
sales that are approximately 19.0% per annum greater than those of existing
stores. During this period, the Company has also closed eight 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 slowed down its new store unit growth rate beginning in June 1997
for a period of approximately 18 months (opening 22 new stores in fiscal 1997
rather than the 25 originally contemplated, with current plans calling for the
opening of 18 new stores in fiscal 1998 rather than the 28 originally
contemplated) in order to focus its efforts on rejuvenating the merchandise mix
and improving comparable store sales. The Company anticipates resuming its
approximate 12% overall new store unit growth rate each year beginning in fiscal
1999 (the Company has presently identified over 200 potential new markets). As
such, the Company plans to open 30 new stores in fiscal 1999, 33 in fiscal 2000,
and additional stores thereafter.
3
4
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
may selectively purchase individual store locations or small chains of stores if
opportunities arise and management believes the store sites are located in prime
real estate locations.
The Company plans to relocate approximately one store in fiscal 1998 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 22% 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 1998. 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 12,300 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.
The following chart indicates the average percentages of sales represented by
each of the major product categories during fiscal 1997, 1996 and 1995:
Percent of Total Sales
--------------------------------
Product Category 1997 1996 1995
---------------- ---- ---- ----
Farm maintenance.................................... 19% 19% 19%
Animal care......................................... 17 16 15
General maintenance................................. 16 17 17
Lawn and garden..................................... 19 18 21
Light truck maintenance............................. 13 14 13
Work clothing and other............................. 16 16 15
--- --- ---
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 these 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.
4
5
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 with
over 100 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 its management headquarters. The Company seeks to hire and train
Store Associates with farming 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.
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 2,000 vendors, the five largest of
which accounted for less than 20% of the Company's total purchases in fiscal
1997 and none of which accounted for more than 10% of the Company's purchases
during such year. The Company has no 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 750 vendors participate in the Company's electronic
data interchanges ("EDI") system which makes it possible for the Company to
place purchase orders electronically. 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 operates a 340,000 square foot distribution center in Indianapolis,
Indiana and a 144,000 square foot distribution center in Omaha, Nebraska, from
which it serviced approximately 132 stores and 96 stores, respectively, at
December 27, 1997. The Company also intends to utilize smaller, strategically
located "cross-dock" facilities to support the main distribution centers and
transportation system network. The first such cross-dock facility, a 50,000
square foot distribution center located in Waco, Texas, was opened in the fall
of 1996 and supports the Company's stores located in the Southwest region of the
country. The Company also opened a similar cross-dock facility, a 28,000 square
foot distribution center located in Winston-Salem, North Carolina, in March 1997
which will support the Company's growth and expansion plans in the Southeast
region of the country. In fiscal 1997, 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.
5
6
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. In 1996, the Company completed the installation of an advanced
point-of-sale store information system which has reduced customer check-out
time, improved inventory control and enhanced overall productivity. In 1997, the
Company completed the installation of its major financial systems which have
improved financial reporting and controls, enhanced administrative efficiencies
and provided additional flexibility to support the Company's growth plans. The
Company has selected SAP America, Inc. to be its "world-class long-term
solution" with respect to its new merchandising and distribution systems, which
are planned to be implemented by mid-1999 at a total cost of approximately $10.0
million. The Company believes that these systems will 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.
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 27, 1997, the Company employed approximately 1,400 full-time and
approximately 1,300 part-time employees. The Company also employs additional
part-time employees during peak periods. As of such date, approximately 90
employees of the Company's two main distribution centers were covered by
collective bargaining agreements. These collective bargaining agreements at the
Indianapolis, Indiana and Omaha, Nebraska distribution centers expire in April
2000 and August 1999, respectively.
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.
Most of the Company's senior management, district managers and store managers
were promoted to their positions from within the Company. All members of senior
management have at least 15 years of retail experience and two members of senior
management have at least 19 years' experience with the Company. District
managers and store managers have an average length of service with the Company
of approximately 7.6 years and 5.6 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 27, 1997, the Company leased its four distribution facilities and
its management headquarters, owned 73 stores (23 of which are subject to
mortgages) and leased 155 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
6
7
Company's option. None of the store leases or mortgages individually is material
to the Company's operations. The leases at its Indianapolis, Indiana; Omaha,
Nebraska; Waco, Texas and Winston-Salem, North Carolina distribution facilities
expire in 2000, 1999, 1998 and 1999 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".
As of December 27, 1997, the Company operated 228 stores in 26 states as
follows:
Number Number
State of Stores State of Stores
- ----- --------- ----- ---------
Texas 35 Nebraska 6
Ohio 30 Missouri 6
Michigan 21 Pennsylvania 5
Tennessee 20 Virginia 5
Indiana 18 South Dakota 4
Kentucky 12 Alabama 2
Illinois 11 Oklahoma 2
Iowa 9 Maryland 2
North Carolina 8 Mississippi 1
North Dakota 8 Montana 1
Kansas 7 New York 1
Arkansas 6 South Carolina 1
Minnesota 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 December 27, 1997.
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 23, 1998.
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:
7
8
Name Position Age
---- -------- ---
Joseph H. Scarlett, Jr.............. Chairman of the Board, Chief Executive Officer and Director 55
Gerald W. Brase .................... Senior Vice President - Merchandising and Marketing 44
Michael E. Brown.................... Senior Vice President - Operations 40
Thomas O. Flood..................... Senior Vice President-Administration and Finance,
Treasurer, Chief Financial Officer and Director 51
John W. Atkins...................... Vice President-Farm Merchandising 35
John E. Corbin...................... Vice President-Operations (Region III) 39
Blake A. Fohl....................... Vice President-Marketing 38
Lawrence Goldberg................... Vice President-Logistics 55
Leo H. Haberer...................... Vice President-Real Estate 57
Michael J. Kincaid.................. Vice President-Controller and Secretary 40
Gary M. Magoni...................... Vice President-Operations (Region I) 51
James R. McMurray................... Vice President-Information Technology and
Chief Information Officer 31
Stanley L. Ruta..................... Vice President-Operations (Region II) 46
Daisy L. Vanderlinde................ Vice President-Human Resources 46
- ------------------
Joseph H. Scarlett, Jr. became Chairman of the Board and Chief Executive Officer
of the Company in February 1993 after having served as President and Chief
Operating Officer of the Company since 1987. 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 October 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. 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.
Thomas O. Flood became Senior Vice President - Administration and Finance,
Treasurer and Chief Financial Officer of the Company in 1996 after having served
as Vice President of Administration and Finance of the Company since 1984 and as
Chief Financial Officer and Treasurer since June 1993. Mr. Flood previously
served as Vice President of Finance of the Company from 1982 to 1984, as
Controller from 1981 to 1982 and in various financial and management information
systems capacities between 1969 and 1981. Mr. Flood has served as a director of
the Company since 1985.
8
9
John W. Atkins became Vice President - Farm Merchandising of the Company in
December 1996 after having served as Division Merchandise Manager of Farm
Products of the Company since July 1995 and as a Buyer of 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.
John E. Corbin became Vice President - Operations of the Company in June 1997
after having served as Director of Real Estate of the Company since January
1997, as Special Projects Manager of the Company since July 1996 and as District
Manager of the Company since October 1991. From 1988 to 1991, Mr. Corbin served
as a store manager and area manager of the Company.
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 of 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.
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.
Michael J. Kincaid became Vice President - Controller and Secretary of the
Company in January 1996 after having served as the Controller of the Company
since June 1991 and as the Secretary of the Company since May 1993. From 1981 to
1991, Mr. Kincaid held various management and staff accounting positions with
Cole National Corporation, Revco D.S., Inc. and Price Waterhouse.
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.
James R. McMurray became Vice President - Information Technology and Chief
Information Officer of the Company in January 1996 after having served as Vice
President of Management Information Systems of the Company since December 1994.
Mr. McMurray previously served as Vice President of Horizon Systems from July
1993 to December 1994 and as Vice President of Retail Information Systems for
LDI Corporation from June 1991 to June 1993. From 1987 to June 1991, Mr.
McMurray served as Chairman and President of Ergonomic Systems Corporation, a
leading developer of retail information systems technology located in Brunswick,
Ohio.
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.
9
10
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 1997 Fiscal 1996
------------------- -------------------
High Low High Low
------- ------- ------- -------
First Quarter $21 $18 1/4 $27 1/2 $19 3/4
Second Quarter $21 1/2 $17 1/4 $27 1/4 $22
Third Quarter $20 5/8 $16 1/4 $23 1/2 $20 3/4
Fourth Quarter $22 $13 3/4 $22 3/4 $19 5/8
As of January 31, 1998, the approximate number of record holders of the
Company's Common Stock was 62 (excluding individual participants in nominee
security position listings) and the approximate number of beneficial holders of
the Company's Common Stock was 1,500.
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 December 27, 1997 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
December 27, 1997 is incorporated herein by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
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 27 of the Company's Annual Report to
Stockholders for the fiscal year ended December 27, 1997 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"
10
11
on page 10 of the Company's Annual Report to Stockholders for the fiscal year
ended December 27, 1997, 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 Director and
Information Regarding Directors" and "Compliance with Section 16(a) of the
Securities Exchange Act of 1934" on pages 2 through 4 and 14, respectively, of
the Company's Proxy Statement for its Annual Meeting of Stockholders to be held
on April 23, 1998 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 11 of the
Company's Proxy Statement for its Annual Meeting of Stockholders to be held on
April 23, 1998 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 23, 1998 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 23, 1998 is incorporated
herein by reference.
11
12
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 27 of the Company's Annual Report to
Stockholders for the fiscal year ended December 27, 1997 are
incorporated herein by reference:
Report of Independent Accountants......................................
Balance Sheets - December 27, 1997 and December 28, 1996...............
Statements of Income - Fiscal Years Ended December 27, 1997, December
28, 1996 and December 30, 1995.........................................
Statement of Changes in Stockholders' Equity - Fiscal Years Ended
December 27, 1997, December 28, 1996 and December 30, 1995.............
Statements of Cash Flows - Fiscal Years Ended December 27, 1997,
December 28, 1996 and December 30, 1995................................
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 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 December 27, 1997.
12
13
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 18, 1998 By: /s/ Thomas O. Flood
-----------------------------
Thomas O. Flood
Senior Vice President -
Administration and Finance,
Treasurer and Chief Financial
Officer
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, Chief March 18, 1998
- ---------------------------- Executive Officer and Director
Joseph H. Scarlett, Jr. (Principal Executive Officer)
/s/ Thomas O. Flood Senior Vice President - Administration March 18, 1998
- ---------------------------- and Finance, Treasurer, Chief
Thomas O. Flood Financial Officer and Director
(Principal Financial and
Accounting Officer)
/s/ Thomas J. Hennesy, III* Director March 18, 1998
- ----------------------------
Thomas J. Hennesy, III
/s/ Joseph D. Maxwell* Director March 18, 1998
- ----------------------------
Joseph D. Maxwell
/s/ S.P. Braud* Director March 18, 1998
- ----------------------------
S.P. Braud
/s/ Joseph M. Rodgers* Director March 18, 1998
- ----------------------------
Joseph M. Rodgers
*By: /s/ Thomas O. Flood
-----------------------------
Thomas O. Flood
Attorney-in-fact by authority
of Power of Attorney
13
14
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).
14
15
Page Number
Exhibit by Sequential
Number Description Numbering System
------ ----------- ----------------
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 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 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).
10.7 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).
10.8 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).
10.9 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).
10.10 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).
10.11 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
15
16
Page Number
Exhibit by Sequential
Number Description Numbering System
------ ----------- ----------------
(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).
10.12 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).
10.13 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).
10.14 Indenture of Lease, dated as of January 1, 1986, between the
Company and Thomas J., III and Cheryl D. Hennesy (relating to
Corpus Christi, Texas store) (filed as Exhibit 10.12 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 Indenture of Lease, dated as of August 1, 1994, between the
Company and Thomas J., III and Cheryl D. Hennesy (relating to
Paris, Texas store) (filed as Exhibit 10.13 to Registrant's
Annual Report on Form 10-K, filed with the Commission on March
15, 1995, Commission File No. 000-23314, and incorporated
herein by reference).
10.16 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).
10.17 Indenture of Lease, dated as of January 1, 1986, between the
Company and Gerald E. and Gail E. Newkirk (relating to
Waterloo, Iowa store) (filed as Exhibit 10.15 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 Amendment No. 1 to Lease Agreement, dated July 1, 1992, between
the Company and Gerald E. and Gail E. Newkirk (relating to
Waterloo, Iowa store) (filed as Exhibit 10.16 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 Gerald E. and Gail E. Newkirk (relating to Sioux
Falls, South Dakota store) (filed as Exhibit 10.17 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
------ ----------- ----------------
10.20 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).
10.21 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).
10.22 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).
10.23 Consulting and Noncompetition Agreement, dated as of May 1,
1991, between the Company and Thomas J. Hennesy, III (filed as
Exhibit 10.21 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).
10.24 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).
10.25 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).
10.26 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).
10.27 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).
* 10.28 Senior Executive Incentive Plan of the Company.
* 10.29 Other Executive Incentive Plan of the Company.
* 10.30 Form of Deferred Compensation Agreement constituting the
Deferred Compensation Plan of the Company.
10.31 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-
17
18
Page Number
Exhibit by Sequential
Number Description Numbering System
------ ----------- ----------------
1, Registration No. 33-73028, filed with the Commission on
December 17, 1993, and incorporated herein by reference).
10.32 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).
10.33 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).
10.34 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).
10.35 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).
10.36 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).
10.37 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).
10.38 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).
10.39 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).
10.40 Noncompetition Agreement, dated as of June 9, 1997, between
the Company and Gerald E. Newkirk (filed as Exhibit 10.36 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).
* 13.1 Annual Report to Stockholders for the fiscal year ended
December 27, 1997.
* 23.1 Consent of Price Waterhouse LLP.
* 23.2 Consent of Price Waterhouse LLP.
18
19
Page Number
Exhibit by Sequential
Number Description Numbering System
------ ----------- ----------------
24.1 Power of Attorney (filed as Exhibit 24.1 to Registrant's
Annual Report on Form 10-K, filed with the Commission on March
15, 1995, Commission File No. 000-23314, and incorporated
herein by reference).
24.2 Power of Attorney (filed as Exhibit 24.2 to Registrant's
Annual Report on Form 10-K, filed with the Commission on March
20, 1996, Commission File No. 000-23314, and incorporated
herein by reference).
* 27.1 Financial Data Schedule (only submitted to SEC in
electronic format).
- -------------------------
* Filed herewith.
19