0000898822-11-000636.txt : 20110726 0000898822-11-000636.hdr.sgml : 20110726 20110725193851 ACCESSION NUMBER: 0000898822-11-000636 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20110726 DATE AS OF CHANGE: 20110725 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: 11985709 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_aamendmentno1.htm azoschedule13d_aamendmentno1.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. 39)*

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)

 

July 25, 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 17 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

5,380,995

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

5,380,995

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,171,269

12

 

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

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.3%

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

1,281

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

1,281

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,171,269

12

 

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

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.3%

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

1,776,748

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

1,776,748

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,171,269

12

 

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

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.3%

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

12,171,269

12

 

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

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.3%

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

1,281

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

1,281

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,171,269

12

 

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

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.3%

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

17,413

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

17,413

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,171,269

12

 

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

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.3%

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

7,157,743

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

7,157,743

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,171,269

12

 

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

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.3%

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

9,159,024

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

9,159,024

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,171,269

12

 

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

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.3%

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

12,139,490

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

10,062,219

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,171,269

12

 

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

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.3%

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

31,779

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

21,472

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

12,171,269

12

 

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

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

29.3%

14

 

TYPE OF REPORTING PERSON
IN

 

                                                                                                                                                           


 

PAGE 12 OF 16

              

               This Amendment No. 39 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. 39 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. 39 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 July 25, 2011, the Filing Persons may be deemed to beneficially own an aggregate of 12,171,269 Shares (which represents approximately 29.3% 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.

 

 

12,171,269 (1)

 

 

29.3%

5,380,995

0

5,380,995

 

0

ESL Institutional Partners, L.P.

 

 

12,171,269 (1)

 

 

29.3%

1,281

 

0

1,281

 

0

ESL Investors, L.L.C.

 

 

12,171,269 (1)

 

 

29.3%

1,776,748

0

1,776,748

0

Acres Partners, L.P.

 

 

12,171,269 (1)

 

29.3%

2,000,000

0

2,000,000

0

 

RBS Investment Management, L.L.C.

 

 

12,171,269 (1)

 

 

29.3%

1,281 (2)

0

1,281 (2)

0

Tynan, LLC

 

12,171,269 (1)

 

29.3%

17,413

0

17,413

0

 

RBS Partners, L.P.

 

 

12,171,269 (1)

 

29.3%

 

7,157,743 (4)

 

0

 

7,157,743 (4)

 

0

ESL Investments, Inc.

 

 

12,171,269 (1)

 

 

29.3%

 

9,159,024 (5)

 

0

 

9,159,024 (5)

 

0

Edward S. Lampert

 

 

12,171,269 (1)

 

29.3%

12,139,490 (6)

0

  10,062,219 (3)

0

William C. Crowley

 

12,171,269 (1)

 

29.3%

31,779 (7)

0

21,472 (3)

0

                                                                                                                                                           


 

PAGE 13 OF 16

         

(1)        This number consists of 5,380,995 Shares held by Partners, 1,281 Shares held by Institutional, 1,776,748 Shares held in an account established by the investment member of Investors, 2,000,000 Shares held by Acres, 17,413 Shares held by Tynan, 14,366 Shares held by Mr. Crowley, 2,951,644 Shares held by Mr. Lampert and 28,822 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 1,281 Shares held by Institutional.

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

(4)        This number consists of 5,380,995 Shares held by Partners and 1,776,748 Shares held in an account established by the investment member of Investors.

(5)        This number consists of 5,380,995 Shares held by Partners, 1,281 Shares held by Institutional, 1,776,748 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 5,380,995 Shares held by Partners, 1,281 Shares held by Institutional, 1,776,748 Shares held in an account established by the investment member of Investors, 2,000,000 Shares held by Acres, 2,951,644 Shares held by Mr. Lampert and 28,822 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 17,413 Shares held by Tynan and 14,366 Shares held by Mr. Crowley.

In addition, Mr. Crowley directly owns options, which are not exercisable in the next 60 days, to purchase 6,000 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 June 29, 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:  July 25, 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.

7/6/2011

Open Market Sales

62,596

$298.25

ESL Partners, L.P.

7/7/2011

Open Market Sales

54,706

$299.12

ESL Partners, L.P.

7/8/2011

Open Market Sales

30,559

$298.25

ESL Partners, L.P.

7/21/2011

Open Market Sales

18,222

$295.89

ESL Partners, L.P.

7/21/2011

Open Market Sales

14,543

$296.88

ESL Partners, L.P.

7/22/2011

Open Market Sales

20,276

$296.41

ESL Partners, L.P.

7/25/2011

Open Market Sales

20,739

$296.02

ESL Investors, L.L.C.

7/6/2011

Open Market Sales

16,756

$298.25

ESL Investors, L.L.C.

7/7/2011

Open Market Sales

18,850

$299.12

ESL Investors, L.L.C.

7/8/2011

Open Market Sales

16,537

$298.25

ESL Investors, L.L.C.

7/21/2011

Open Market Sales

5,319

$295.89

ESL Investors, L.L.C.

7/21/2011

Open Market Sales

4,245

$296.88

ESL Investors, L.L.C.

7/22/2011

Open Market Sales

8,988

$296.41

ESL Investors, L.L.C.

7/25/2011

Open Market Sales

7,889

$296.02

ESL Institutional Partners, L.P.

7/6/2011

Open Market Sales

14

$298.25

ESL Institutional Partners, L.P.

7/7/2011

Open Market Sales

13

$299.12

ESL Institutional Partners, L.P.

7/8/2011

Open Market Sales

9

$298.25

ESL Institutional Partners, L.P.

7/21/2011

Open Market Sales

4

$295.89

ESL Institutional Partners, L.P.

7/21/2011

Open Market Sales

3

$296.88

ESL Institutional Partners, L.P.

7/22/2011

Open Market Sales

5

$296.41

ESL Institutional Partners, L.P.

7/25/2011

Open Market Sales

5

$296.02

Edward S. Lampert

7/6/2011

Open Market Sales

28,256

$298.25

Edward S. Lampert

7/7/2011

Open Market Sales

30,751

$299.12

Edward S. Lampert

7/8/2011

Open Market Sales

22,526

$298.25

Edward S. Lampert

7/21/2011

Open Market Sales

9,123

$295.89

Edward S. Lampert

7/21/2011

Open Market Sales

7,280

$296.88

Edward S. Lampert

7/22/2011

Open Market Sales

12,904

$296.41

Edward S. Lampert

7/25/2011

Open Market Sales

12,342

$296.02

The Lampert Foundation

7/6/2011

Open Market Sales

307

$298.25

The Lampert Foundation

7/7/2011

Open Market Sales

297

$299.12

The Lampert Foundation

7/8/2011

Open Market Sales

198

$298.25

The Lampert Foundation

7/21/2011

Open Market Sales

93

$295.89

The Lampert Foundation

7/21/2011

Open Market Sales

75

$296.88

The Lampert Foundation

7/22/2011

Open Market Sales

120

$296.41

The Lampert Foundation

7/25/2011

Open Market Sales

117

$296.02

Tynan, LLC1

7/6/2011

Open Market Sales

185

$298.25

Tynan, LLC1

7/7/2011

Open Market Sales

180

$299.12

Tynan, LLC1

7/8/2011

Open Market Sales

120

$298.25

Tynan, LLC1

7/21/2011

Open Market Sales

57

$295.89

Tynan, LLC1

7/21/2011

Open Market Sales

45

$296.88

Tynan, LLC1

7/22/2011

Open Market Sales

73

$296.41

Tynan, LLC1

7/25/2011

Open Market Sales

71

$296.02

William C. Crowley

7/1/2011

Distribution of Director's Compensation from the Issuer

167.9

$0

William C. Crowley

7/6/2011

Open Market Sales

86

$298.25

William C. Crowley

7/7/2011

Open Market Sales

103

$299.12

William C. Crowley

7/8/2011

Open Market Sales

51

$298.25

William C. Crowley

7/21/2011

Open Market Sales

162

$295.89

William C. Crowley

7/21/2011

Open Market Sales

129

$296.88

William C. Crowley

7/22/2011

Open Market Sales

34

$296.41

William C. Crowley

7/25/2011

Open Market Sales

37

$296.02


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