SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN
STATEMENTS PURSUANT TO RULES 13d-1(b), (c)
AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(Amendment No. 4)1
TRACTOR SUPPLY COMPANY
COMMON STOCK, PAR VALUE $.008 PER SHARE
892356106
February 17, 1994
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
o Rule 13d-1 (b)
o Rule 13d-1 (c)
x Rule 13d-1 (d)
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the notes).
| 13G | ||||||
| CUSIP No. 892356106 | Page 2 of 6 Pages | |||||
| 1. | Name of Reporting Person: I.R.S. Identification Nos. of above persons (entities only): Joseph H. Scarlett, Jr. |
|||||
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions): | |||||
| (a) | o | |||||
| (b) | x | |||||
| 3. | SEC Use Only: | |||||
| 4. | Citizenship or Place of Organization: U.S.A. |
|||||
| Number of Shares Beneficially Owned by Each Reporting Person With | ||||||
| 5. | Sole Voting Power: 3,011,692 | |||||
| 6. | Shared Voting Power: 0 | |||||
| 7. | Sole Dispositive Power: 3,011,692 | |||||
| 8. | Shared Dispositive Power: 0 | |||||
| 9. | Aggregate Amount Beneficially Owned by Each Reporting Person: 3,011,692 |
|||||
| 10. | Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions): o |
|||||
| 11. | Percent of Class Represented by Amount in Row (9): 16.5% | |||||
| 12. | Type of Reporting Person (See Instructions): IN | |||||
13G
| Item 1. | |||
| (a) | Name of Issuer: | ||
| Tractor Supply Company | |||
| (b) | Address of Issuer's Principal Executive Offices: | ||
| 320 Plus Park Boulevard, Nashville, TN 37217 |
|||
| Item 2. | |||
| (a) | Name of Person Filing: | ||
| Joseph H. Scarlett, Jr. | |||
| (b) | Address of Principal Business Office or, if none, Residence: | ||
| 320 Plus Park Boulevard, Nashville, TN 37217 |
|||
| (c) | Citizenship: | ||
| U.S.A. | |||
| (d) | Title of Class of Securities: | ||
| Common Stock, par value $.008 per share | |||
| (e) | CUSIP Number: | ||
| 892356106 | |||
| Item 3. | If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: | ||
| (a) | o | Broker or dealer registered under Section 15 of the Exchange Act; | |
| (b) | o | Bank as defined in Section 3(a)(6) of the Exchange Act; | |
| (c) | o | Insurance company as defined in Section 3(a)(19) of the Exchange Act; | |
Page 3 of 6 Pages
13G
| (d) | o | Investment company registered under Section 8 of the Investment Company Act; | |
| (e) | o | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | |
| (f) | o | An employee benefit plan or endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F); | |
| (g) | o | A parent holding company or control person in accordance with Rule 13d-1(b)(1)(ii)(G); | |
| (h) | o | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act; | |
| (i) | o | A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act; | |
| (j) | o | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |
| Item 4. | Ownership. | ||
| (a) | Amount beneficially owned: | ||
| 3,011,692 This amount includes 200,000 shares held by Mr. Scarlett's wife as to which Mr. Scarlett disclaims beneficial ownership pursuant to Rule 13d-4. Under certain circumstances, Mr. Scarlett and his wife could be viewed as a group within the meaning of Regulation 13D-G. Mr. Scarlett disclaims membership in any such group. This amount also includes 52,308 shares, the approximate number of shares allocable to Mr. Scarlett's account under the Tractor Supply Company Employee 401(k) Retirement Plan, for which Mr. Scarlett has indirect voting and dispositive power under certain circumstances. Any change in share amounts between those reflected herein and those as of the last previous filing are the sole result of a two-for-one split of the Company's common stock, effective on August 2, 2002. |
|||
| (b) | Percent of class: | ||
| 16.5% | |||
Page 4 of 6 Pages
13G
| (c) | Number of shares as to which the person has: | ||
| (i) | Sole power to vote or to direct the vote: | ||
| 3,011,692 | |||
| (ii) | Shared power to vote or to direct the vote: | ||
| 0 | |||
| (iii) | Sole power to dispose or to direct the disposition of: | ||
| 3,011,692 | |||
| (iv) | Shared power to dispose or to direct the disposition of: | ||
| 0 | |||
| Instruction. For computations regarding securities which represent a right to acquire an underlying security see §240.13d-3(d)(1). | |||
| Item 5. | Ownership of Five Percent or Less of a Class. | ||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. | |||
| Instruction: Dissolution of a group requires a response to this item. | |||
| If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]. | |||
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person. | ||
| Not applicable. | |||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. | ||
| Not applicable. | |||
| Item 8. | Identification and Classification of Members of the Group. | ||
| Not applicable. | |||
| Item 9. | Notice of Dissolution of Group. | ||
| Not applicable. | |||
| Item 10. | Certification. | ||
Not applicable. |
|||
Page 5 of 6 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: February 11, 2003
| Joseph H. Scarlett, Jr. |
|
| By: | /s/ David C. Lewis |
| David C. Lewis, as Attorney-in-Fact | |
Page 6 of 6 Pages