SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported):
February 24, 2005
TRACTOR SUPPLY COMPANY
(Exact Name of Registrant as Specified in Its Charter)
Delaware 000-23314 13-3139732
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(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
200 Powell Place, Brentwood, Tennessee 37027
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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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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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ITEM 4.02 NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A
RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW.
(a) As discussed in its press release dated February 28, 2005, the Company
intends to restate certain of its previously filed annual and quarterly
financial statements. The decision is the result of a review of the
Company's accounting for lease transactions following the issuance of a
recent letter issued by the Office of the Chief Accountant of the
Securities and Exchange Commission ("SEC") to the American Institute of
Certified Public Accountants expressing its views regarding certain
operating lease accounting issues and their application under generally
accepted accounting principles. A copy of the press release is attached
to this Form 8-K as Exhibit 99.1.
As a result of its ongoing review and after consultation with its Audit
Committee and independent auditors, the Company concluded on February
24, 2005 that it will correct certain errors in its accounting for (1)
amortization of leasehold improvements, (2) leasehold improvements
funded by landlord incentives and (3) rent expense prior to commencement
of operations.
All necessary corrections and restated financial statements for the
first three quarters of fiscal 2004 and fiscal years 2003 and 2002 are
expected to be completed to allow the Company to timely file its Annual
Report on Form 10-K for the fiscal year ended December 25, 2004.
Accordingly, the previously issued consolidated financial statements for
the interim periods ended March 27, 2004, June 26, 2004 and September
25, 2004 and the fiscal years ended December 27, 2003 and December 28,
2002 should not be relied upon.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
99.1 Press Release dated February 28, 2005.
SIGNATURE
Pursuant to the requirements 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: February 28, 2005 By: /s/ Calvin B. Massmann
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Calvin B. Massmann
Senior Vice President-
Chief Financial Officer and
Treasurer
(Duly Authorized Officer and
Principal Financial Officer)
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