0000898822-11-000481.txt : 20110616 0000898822-11-000481.hdr.sgml : 20110616 20110615195609 ACCESSION NUMBER: 0000898822-11-000481 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110616 DATE AS OF CHANGE: 20110615 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUTOZONE INC CENTRAL INDEX KEY: 0000866787 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO & HOME SUPPLY STORES [5531] IRS NUMBER: 621482048 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-42117 FILM NUMBER: 11913908 BUSINESS ADDRESS: STREET 1: 123 SOUTH FRONT ST CITY: MEMPHIS STATE: TN ZIP: 38103 BUSINESS PHONE: 9014956500 MAIL ADDRESS: STREET 1: P O BOX 2198 STREET 2: DEPT 8074 CITY: MEMPHIS STATE: TN ZIP: 38101-2198 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ESL PARTNERS, L.P. CENTRAL INDEX KEY: 0000923727 IRS NUMBER: 222875193 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-861-4600 MAIL ADDRESS: STREET 1: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: ESL PARTNERS LP DATE OF NAME CHANGE: 19940524 SC 13D/A 1 azoschedule13d_a.htm azoschedule13d_a.htm - Generated by SEC Publisher for SEC Filing

                                                                                                                                                           

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 36)*

AutoZone, Inc.
                                                                                                                                               

(Name of Issuer)

 

Common Stock, par value $0.01 per share

                                                                                                                                               

(Title of Class of Securities)

 

053332102

                                                                                                                                               

(CUSIP Number)

 

David A. Katz

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

(212) 403-1000

                                                                                                                                               

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

 

June 14, 2011

                                                                                                                                               

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on 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 (“Act”) 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).

Page 1 of 16 Pages

 

PAGE 2 OF 16

CUSIP No. 053332102

1

NAME OF REPORTING PERSON

ESL Partners, L.P.

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                                                              (a)  X
                                                              (b)  _

3

SEC USE ONLY

4

SOURCE OF FUNDS
                        N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)                                                                 £

6

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

7

SOLE VOTING POWER

6,159,003

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

6,159,003

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,653,475

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                    £

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.9%

14

 

TYPE OF REPORTING PERSON
PN


 

PAGE 3 OF 16

CUSIP No. 053332102

1

NAME OF REPORTING PERSON

ESL Institutional Partners, L.P.

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                                                              (a)  X
                                                              (b)  _

3

SEC USE ONLY

4

SOURCE OF FUNDS
                        N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)                                                                 £

6

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

7

SOLE VOTING POWER

1,467

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

1,467

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,653,475

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                    £

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.9%

14

 

TYPE OF REPORTING PERSON
PN


 

PAGE 4 OF 16

CUSIP No. 053332102

1

NAME OF REPORTING PERSON

ESL Investors, L.L.C.

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                                                              (a)  X
                                                              (b)  _

3

SEC USE ONLY

4

SOURCE OF FUNDS
                        N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)                                                                 £

6

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

7

SOLE VOTING POWER

2,042,775

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

2,042,775

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,653,475

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                    £

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.9%

14

 

TYPE OF REPORTING PERSON
OO


 

PAGE 5 OF 16

CUSIP No. 053332102

1

NAME OF REPORTING PERSON

Acres Partners, L.P.

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                                                              (a)  X
                                                              (b)  _

3

SEC USE ONLY

4

SOURCE OF FUNDS
                        N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)                                                                 £

6

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

7

SOLE VOTING POWER

2,000,000

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

2,000,000

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,653,475

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                    £

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.9%

14

 

TYPE OF REPORTING PERSON
PN


 

PAGE 6 OF 16

CUSIP No. 053332102

1

NAME OF REPORTING PERSON


RBS Investment Management, L.L.C.

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                                                              (a)  X
                                                              (b)  _

3

SEC USE ONLY

4

SOURCE OF FUNDS
                        N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)                                                                 £

6

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

7

SOLE VOTING POWER

1,467

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

1,467

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,653,475

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                    £

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.9%

14

 

TYPE OF REPORTING PERSON
OO


 

PAGE 7 OF 16

CUSIP No. 053332102

1

NAME OF REPORTING PERSON

Tynan, LLC

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                                                              (a)  X
                                                              (b)  _

3

SEC USE ONLY

4

SOURCE OF FUNDS
                        N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)                                                                 £

6

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

7

SOLE VOTING POWER

19,960

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

19,960

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,653,475

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                    £

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.9%

14

 

TYPE OF REPORTING PERSON
OO


 

PAGE 8 OF 16

CUSIP No. 053332102

1

NAME OF REPORTING PERSON

RBS Partners, L.P.

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                                                              (a)  X
                                                              (b)  _

3

SEC USE ONLY

4

SOURCE OF FUNDS
                        N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)                                                                 £

6

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

7

SOLE VOTING POWER

8,201,778

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

8,201,778

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,653,475

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                    £

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.9%

14

 

TYPE OF REPORTING PERSON
PN


 

PAGE 9 OF 16

CUSIP No. 053332102

1

NAME OF REPORTING PERSON

ESL Investments, Inc.

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                                                              (a)  X
                                                              (b)  _

3

SEC USE ONLY

4

SOURCE OF FUNDS
                        N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)                                                                 £

6

CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware

 

7

SOLE VOTING POWER

10,203,245

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

10,203,245

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,653,475

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                    £

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.9%

14

 

TYPE OF REPORTING PERSON
CO


 

PAGE 10 OF 16

CUSIP No. 053332102

1

NAME OF REPORTING PERSON

Edward S. Lampert

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                                                              (a)  X
                                                              (b)  _

3

SEC USE ONLY

4

SOURCE OF FUNDS
                        N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)                                                                 £

6

CITIZENSHIP OR PLACE OF ORGANIZATION
United States

 

7

SOLE VOTING POWER

13,621,166

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

11,238,434

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,653,475

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                    £

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.9%

14

 

TYPE OF REPORTING PERSON
IN


 

PAGE 11 OF 16

CUSIP No. 053332102

1

NAME OF REPORTING PERSON

William C. Crowley

 

 

2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

                                                              (a)  X
                                                              (b)  _

3

SEC USE ONLY

4

SOURCE OF FUNDS
                        N/A

5

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)                                                                 £

6

CITIZENSHIP OR PLACE OF ORGANIZATION
United States

 

7

SOLE VOTING POWER

32,309

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

20,325

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

13,653,475

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES                    £

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

32.9%

14

 

TYPE OF REPORTING PERSON
IN


 

PAGE 12 OF 16

              

               This Amendment No. 36 to Schedule 13D (this “Amendment”) relates to shares of common stock, par value $0.01 per share (the "Shares"), of AutoZone, Inc., a Delaware corporation (the "Issuer").  This Amendment No. 36 amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission by ESL Partners, L.P., a Delaware limited partnership (“Partners”), ESL Institutional Partners, L.P., a Delaware limited partnership (“Institutional”), ESL Investors, L.L.C., a Delaware limited liability company (“Investors”), Acres Partners, L.P., a Delaware limited partnership (“Acres”), RBS Investment Management, L.L.C., a Delaware limited liability company (“RBSIM”), Tynan, LLC, a Delaware limited liability company (“Tynan”), RBS Partners, L.P., a Delaware limited partnership (“RBS”), ESL Investments, Inc., a Delaware corporation (“Investments”), Edward S. Lampert and William C. Crowley, both United States citizens, by furnishing the information set forth below.  Partners, Institutional, Investors, Acres, RBSIM, Tynan, RBS, Investments, Mr. Lampert and Mr. Crowley are collectively defined as the “Filing Persons.”  Except as otherwise specified in this Amendment, all previous Items are unchanged.  Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission. 

 

               The Filing Persons are filing this Amendment No. 36 to report recent open-market sales of Shares that have decreased the amount of Shares that the Filing Persons may be deemed to beneficially own by an amount greater than one percent of the outstanding Shares of the Issuer. 

 

Item 5.  Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety as follows:

(a)-(b) As of June 15, 2011, the Filing Persons may be deemed to beneficially own an aggregate of 13,653,475 Shares (which represents approximately 32.9% of the 41,560,511 Shares outstanding as of June 10, 2011, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 15, 2011).

REPORTING PERSON

NUMBER OF SHARES BENEFICIALLY OWNED

Percentage of Outstanding Shares

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

 

ESL Partners, L.P.

 

13,653,475 (1)

 

32.9%

6,159,003

0

6,159,003

0

ESL Institutional Partners, L.P.

 

13,653,475 (1)

 

32.9%

1,467

0

1,467

0

ESL Investors, L.L.C.

 

13,653,475 (1)

 

32.9%

2,042,775

0

2,042,775

0

Acres Partners, L.P.

 

13,653,475 (1)

 

32.9%

2,000,000

0

2,000,000

0

 

RBS Investment Management, L.L.C.

 



13,653,475 (1)

 



32.9%



1,467 (2)



0



1,467 (2)



0

Tynan, LLC

13,653,475 (1)

32.9%

19,960

0

19,960

0

 

RBS Partners, L.P.

 


13,653,475 (1)

 


32.9%

 

8,201,778 (4)

 

0

 

8,201,778 (4)

 

0

ESL Investments, Inc.

 

13,653,475 (1)

 

32.9%

10,203,245 (5)

0

10,203,245 (5)

0

Edward S. Lampert

 

13,653,475 (1)

 

32.9%

13,621,166 (6)

0

  11,238,434 (3)

0

William C. Crowley


13,653,475 (1)


32.9%


32,309 (7)


0


20,325 (3)


0


 

PAGE 13 OF 16

          

(1)        This number consists of 6,159,003 Shares held by Partners, 1,467 Shares held by Institutional, 2,042,775 Shares held in an account established by the investment member of Investors, 2,000,000 Shares held by Acres, 19,960 Shares held by Tynan, 12,349 Shares held by Mr. Crowley, 3,384,888 Shares held by Mr. Lampert and 33,033 Shares held by The Lampert Foundation (formerly known as “The Edward and Kinga Lampert Foundation”), of which Mr. Lampert is a trustee.

(2)        This number consists of 1,467 Shares held by Institutional.

(3)        This number excludes Shares subject to the Lock-Up Agreement described herein.

(4)        This number consists of 6,159,003 Shares held by Partners and 2,042,775 Shares held in an account established by the investment member of Investors.

(5)        This number consists of 6,159,003 Shares held by Partners, 1,467 Shares held by Institutional, 2,042,775 Shares held in an account established by the investment member of Investors and 2,000,000 Shares held by Acres.

(6)        This number consists of 6,159,003 Shares held by Partners, 1,467 Shares held by Institutional, 2,042,775 Shares held in an account established by the investment member of Investors, 2,000,000 Shares held by Acres, 3,384,888 Shares held by Mr. Lampert and 33,033 Shares held by The Lampert Foundation (formerly known as “The Edward and Kinga Lampert Foundation”), of which Mr. Lampert is a trustee.

(7)        This number consists of 19,960 Shares held by Tynan and 12,349 Shares held by Mr. Crowley.

In addition, Mr. Crowley directly owns options, which are not exercisable in the next 60 days, to purchase 9,526 Shares.

            (c)        Other than as set forth in Annex A hereto, there have been no transactions in Shares by any of the Filing Persons since January 4, 2011, the record date of the last Amendment on Schedule 13D by the Filing Persons.

(d)        Not applicable.

(e)        Not applicable.                                                                                 


 

PAGE 14 OF 16

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.

Dated:  June 15, 2011

ESL PARTNERS, L.P.

 

By:  RBS Partners, L.P., as its general partner

 

By:  ESL Investments, Inc., as its general partner

 

By:  /s/ Adrian J. Maizey                                     

        Name:  Adrian J. Maizey
Title: Chief Financial Officer

 

 

ESL INSTITUTIONAL PARTNERS, L.P.

 

By:  RBS Investment Management, L.L.C., as its general partner

 

By:  ESL Investments, Inc., as its manager

 

By:  /s/ Adrian J. Maizey                                     

        Name:  Adrian J. Maizey
Title:  Chief Financial Officer

 

 

ESL INVESTORS, L.L.C.

 

By:  RBS Partners, L.P., as its managing member

 

By:  ESL Investments, Inc., as its general partner

 

By:  /s/ Adrian J. Maizey                                     

        Name:  Adrian J. Maizey
Title:  Chief Financial Officer

 

 

ACRES PARTNERS, L.P.

 

By:  ESL Investments, Inc., as its general partner

 

By:  /s/ Adrian J. Maizey                                     

        Name:  Adrian J. Maizey
Title:  Chief Financial Officer


 

PAGE 15 OF 16

 

RBS INVESTMENT MANAGEMENT, L.L.C.

 

By:  ESL Investments, Inc., as its manager

 

By:  /s/ Adrian J. Maizey                                     

        Name:  Adrian J. Maizey
Title:  Chief Financial Officer

 

 

TYNAN, LLC

By:       /s/ William C. Crowley                                       
Name:  William C. Crowley
Title:  Manager

 

RBS PARTNERS, L.P.

 

By:  ESL Investments, Inc., as its general partner

 

By:  /s/ Adrian J. Maizey                                     

        Name:  Adrian J. Maizey
Title:  Chief Financial Officer

 

 

ESL INVESTMENTS, INC.

 

By:  /s/ Adrian J. Maizey         

        Name:  Adrian J. Maizey
Title:  Chief Financial Officer

 

 

EDWARD S. LAMPERT

 

 

/s/ Edward S. Lampert                   

 

WILLIAM C. CROWLEY

 

 

/s/ William C. Crowley                                                                     


 

 

PAGE 16 OF 16

ANNEX A

Recent Transactions by the Filing Persons in the Securities of AutoZONE, Inc.

Entity

Date of Transaction

Nature of Transaction

Number of Shares of Common Stock

Weighted Average Price per Share ($)

ESL Partners, L.P.

5/26/2011

Open Market Sales

4,460

$298.07

ESL Partners, L.P.

5/26/2011

Open Market Sales

112,359

$297.17

ESL Partners, L.P.

5/27/2011

Open Market Sales

5,797

$296.99

ESL Partners, L.P.

5/31/2011

Open Market Sales

1,321

$298.50

ESL Partners, L.P.

5/31/2011

Open Market Sales

805

$297.08

ESL Partners, L.P.

5/31/2011

Open Market Sales

1,528

$296.55

ESL Partners, L.P.

5/31/2011

Open Market Sales

4,952

$295.41

ESL Partners, L.P.

5/31/2011

Open Market Sales

78,424

$294.14

ESL Partners, L.P.

5/31/2011

Open Market Sales

2,098

$293.59

ESL Partners, L.P.

6/1/2011

Open Market Sales

28,760

$294.08

ESL Partners, L.P.

6/2/2011

Open Market Sales

1,465

$293.25

ESL Partners, L.P.

6/2/2011

Open Market Sales

4,396

$292.08

ESL Partners, L.P.

6/13/2011

Open Market Sales

96

$291.30

ESL Partners, L.P.

6/13/2011

Open Market Sales

18,131

$290.44

ESL Partners, L.P.

6/13/2011

Open Market Sales

4,986

$290.20

ESL Partners, L.P.

6/14/2011

Open Market Sales

24,056

$290.03

ESL Partners, L.P.

6/15/2011

Open Market Sales

5,823

$290.21

ESL Investors, L.L.C.

5/26/2011

Open Market Sales

451

$298.07

ESL Investors, L.L.C.

5/26/2011

Open Market Sales

11,353

$297.17

ESL Investors, L.L.C.

5/27/2011

Open Market Sales

1,922

$296.99

ESL Investors, L.L.C.

5/31/2011

Open Market Sales

456

$298.50

ESL Investors, L.L.C.

5/31/2011

Open Market Sales

278

$297.08

ESL Investors, L.L.C.

5/31/2011

Open Market Sales

528

$296.55

ESL Investors, L.L.C.

5/31/2011

Open Market Sales

1,712

$295.41

ESL Investors, L.L.C.

5/31/2011

Open Market Sales

27,104

$294.14

ESL Investors, L.L.C.

5/31/2011

Open Market Sales

725

$293.59

ESL Investors, L.L.C.

6/1/2011

Open Market Sales

10,588

$294.08

ESL Investors, L.L.C.

6/13/2011

Open Market Sales

10

$291.30

ESL Investors, L.L.C.

6/13/2011

Open Market Sales

1,872

$290.44

ESL Investors, L.L.C.

6/13/2011

Open Market Sales

514

$290.20

ESL Investors, L.L.C.

6/14/2011

Open Market Sales

11,901

$290.03

ESL Investors, L.L.C.

6/15/2011

Open Market Sales

2,228

$290.21

ESL Institutional Partners, L.P.

5/26/2011

Open Market Sales

1

$298.07

ESL Institutional Partners, L.P.

5/26/2011

Open Market Sales

17

$297.17

ESL Institutional Partners, L.P.

5/27/2011

Open Market Sales

1

$296.99

ESL Institutional Partners, L.P.

5/31/2011

Open Market Sales

3

$295.41

ESL Institutional Partners, L.P.

5/31/2011

Open Market Sales

18

$294.14

ESL Institutional Partners, L.P.

6/1/2011

Open Market Sales

7

$294.08

ESL Institutional Partners, L.P.

6/2/2011

Open Market Sales

2

$292.08

ESL Institutional Partners, L.P.

6/13/2011

Open Market Sales

4

$290.44

ESL Institutional Partners, L.P.

6/13/2011

Open Market Sales

1

$290.20

ESL Institutional Partners, L.P.

6/14/2011

Open Market Sales

6

$290.03

ESL Institutional Partners, L.P.

6/15/2011

Open Market Sales

2

$290.21

Edward S. Lampert

5/26/2011

Open Market Sales

465

$298.07

Edward S. Lampert

5/26/2011

Open Market Sales

11,723

$297.17

Edward S. Lampert

5/27/2011

Open Market Sales

731

$296.99

Edward S. Lampert

5/31/2011

Open Market Sales

699

$298.50

Edward S. Lampert

5/31/2011

Open Market Sales

426

$297.08

Edward S. Lampert

5/31/2011

Open Market Sales

807

$296.55

Edward S. Lampert

5/31/2011

Open Market Sales

2,620

$295.41

Edward S. Lampert

5/31/2011

Open Market Sales

41,492

$294.14

Edward S. Lampert

5/31/2011

Open Market Sales

1,112

$293.59

Edward S. Lampert

6/1/2011

Open Market Sales

16,920

$294.08

Edward S. Lampert

6/2/2011

Open Market Sales

758

$293.25

Edward S. Lampert

6/2/2011

Open Market Sales

2,277

$292.08

Edward S. Lampert

6/13/2011

Open Market Sales

24

$291.30

Edward S. Lampert

6/13/2011

Open Market Sales

4,674

$290.44

Edward S. Lampert

6/13/2011

Open Market Sales

1,285

$290.20

Edward S. Lampert

6/14/2011

Open Market Sales

15,059

$290.03

Edward S. Lampert

6/15/2011

Open Market Sales

3,983

$290.21

The Lampert Foundation

5/26/2011

Open Market Sales

15

$298.07

The Lampert Foundation

5/26/2011

Open Market Sales

387

$297.17

The Lampert Foundation

5/27/2011

Open Market Sales

24

$296.99

The Lampert Foundation

5/31/2011

Open Market Sales

7

$298.50

The Lampert Foundation

5/31/2011

Open Market Sales

4

$297.08

The Lampert Foundation

5/31/2011

Open Market Sales

8

$296.55

The Lampert Foundation

5/31/2011

Open Market Sales

27

$295.41

The Lampert Foundation

5/31/2011

Open Market Sales

425

$294.14

The Lampert Foundation

5/31/2011

Open Market Sales

11

$293.59

The Lampert Foundation

6/1/2011

Open Market Sales

160

$294.08

The Lampert Foundation

6/2/2011

Open Market Sales

6

$293.25

The Lampert Foundation

6/2/2011

Open Market Sales

19

$292.08

The Lampert Foundation

6/13/2011

Open Market Sales

70

$290.44

The Lampert Foundation

6/13/2011

Open Market Sales

20

$290.20

The Lampert Foundation

6/14/2011

Open Market Sales

145

$290.03

The Lampert Foundation

6/15/2011

Open Market Sales

34

$290.21

Tynan, LLC1

5/26/2011

Open Market Sales

9

$298.07

Tynan, LLC1

5/26/2011

Open Market Sales

234

$297.17

Tynan, LLC1

5/27/2011

Open Market Sales

15

$296.99

Tynan, LLC1

5/31/2011

Open Market Sales

32

$298.50

Tynan, LLC1

5/31/2011

Open Market Sales

20

$297.08

Tynan, LLC1

5/31/2011

Open Market Sales

36

$296.55

Tynan, LLC1

5/31/2011

Open Market Sales

118

$295.41

Tynan, LLC1

5/31/2011

Open Market Sales

1,880

$294.14

Tynan, LLC1

5/31/2011

Open Market Sales

50

$293.59

Tynan, LLC1

6/1/2011

Open Market Sales

97

$294.08

Tynan, LLC1

6/2/2011

Open Market Sales

4

$293.25

Tynan, LLC1

6/2/2011

Open Market Sales

11

$292.08

Tynan, LLC1

6/13/2011

Open Market Sales

42

$290.44

Tynan, LLC1

6/13/2011

Open Market Sales

12

$290.20

Tynan, LLC1

6/14/2011

Open Market Sales

88

$290.03

Tynan, LLC1

6/15/2011

Open Market Sales

21

$290.21

  William C. Crowley

4/1/2011

Distribution of Director's Compensation from the Issuer

182

$0

William C. Crowley

5/26/2011

Open Market Sales

9

$298.07

William C. Crowley

5/26/2011

Open Market Sales

240

$297.17

William C. Crowley

5/27/2011

Open Market Sales

13

$296.99

William C. Crowley

5/31/2011

Open Market Sales

2

$298.50

William C. Crowley

5/31/2011

Open Market Sales

1

$297.08

William C. Crowley

5/31/2011

Open Market Sales

3

$296.55

William C. Crowley

5/31/2011

Open Market Sales

9

$295.41

William C. Crowley

5/31/2011

Open Market Sales

138

$294.14

William C. Crowley

5/31/2011

Open Market Sales

4

$293.59

William C. Crowley

6/1/2011

Open Market Sales

32

$294.08

William C. Crowley

6/2/2011

Open Market Sales

2

$293.25

William C. Crowley

6/2/2011

Open Market Sales

9

$292.08

William C. Crowley

6/13/2011

Open Market Sales

46

$290.44

William C. Crowley

6/13/2011

Open Market Sales

13

$290.20

William C. Crowley

6/14/2011

Open Market Sales

45

$290.03

William C. Crowley

6/15/2011

Open Market Sales

9

$290.21


1 William C. Crowley is the sole manager of and a member of Tynan, LLC.