0000898822-11-000829.txt : 20111019 0000898822-11-000829.hdr.sgml : 20111019 20111018202349 ACCESSION NUMBER: 0000898822-11-000829 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111019 DATE AS OF CHANGE: 20111018 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: 111146779 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 esl13da1018111.htm esl13da1018111.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. 41)*

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)

 

October 18, 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 17

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

4,817,219

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

4,817,219

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,133,034

12

 

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

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

27.8%

14

 

TYPE OF REPORTING PERSON
PN

             

 

                                                                                                                                                             


 

PAGE 3 OF 17

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

1,151

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

1,151

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,133,034

12

 

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

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

27.8%

14

 

TYPE OF REPORTING PERSON
PN

             

 

                                                                                                                                                             


 

PAGE 4 OF 17

 

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

1,602,798

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

1,602,798

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,133,034

12

 

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

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

27.8%

14

 

TYPE OF REPORTING PERSON
OO

           

                                                                                                                                                             


 

PAGE 5 OF 17

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

11,133,034

12

 

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

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

27.8%

14

 

TYPE OF REPORTING PERSON
PN

             

 

 

                                                                                                                                                             


 

PAGE 6 OF 17

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

1,151

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

1,151

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,133,034

12

 

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

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

27.8%

14

 

TYPE OF REPORTING PERSON
OO

             

 

                                                                                                                                                             


 

PAGE 7 OF 17

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

15,635

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

15,635

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,133,034

12

 

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

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

27.8%

14

 

TYPE OF REPORTING PERSON
OO

             

 

                                                                                                                                                             


 

PAGE 8 OF 17

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

6,420,017

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

6,420,017

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,133,034

12

 

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

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

27.8%

14

 

TYPE OF REPORTING PERSON
PN

             

                                                                                                                                                             


 

PAGE 9 OF 17

 

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

8,421,168

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

8,421,168

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,133,034

12

 

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

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

27.8%

14

 

TYPE OF REPORTING PERSON
CO

             

 

                                                                                                                                                             


 

PAGE 10 OF 17

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

11,104,095

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

9,232,118

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,133,034

12

 

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

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

27.8%

14

 

TYPE OF REPORTING PERSON
IN

             

 

                                                                                                                                                             


 

PAGE 11 OF 17

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

28,939

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

19,851

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

11,133,034

12

 

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

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

27.8%

14

 

TYPE OF REPORTING PERSON
IN

             

 

                                                                                                                                                             


 

PAGE 12 OF 17

                

               This Amendment No. 41 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. 41 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. 41 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 October 18, 2011, the Filing Persons may be deemed to beneficially own an aggregate of 11,133,034 Shares (which represents approximately 27.8% of the 40,114,000 Shares outstanding as of August 27, 2011, as disclosed in the Issuer’s Current Report on Form 8-K filed with the Securities and Exchange Commission on September 20, 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.

 

 

11,133,034 (1)

 

 

27.8%

4,817,219

0

4,817,219

 

0

ESL Institutional Partners, L.P.

 

 

11,133,034 (1)

 

 

27.8%

1,151

 

0

1,151

 

0

ESL Investors, L.L.C.

 

 

11,133,034 (1)

 

 

27.8%

1,602,798

0

1,602,798

0

Acres Partners, L.P.

 

 

11,133,034 (1)

 

27.8%

2,000,000

0

2,000,000

0

 

RBS Investment Management, L.L.C.

 

 

11,133,034 (1)

 

 

27.8%

1,151 (2)

0

1,151 (2)

0

Tynan, LLC

 

11,133,034 (1)

 

27.8%

15,635

0

15,635

0

 

RBS Partners, L.P.

 

 

11,133,034 (1)

 

27.8%

 

6,420,017 (4)

 

0

 

6,420,017 (4)

 

0

ESL Investments, Inc.

 

 

11,133,034 (1)

 

 

27.8%

 

8,421,168 (5)

 

0

 

8,421,168 (5)

 

0

Edward S. Lampert

 

 

11,133,034 (1)

 

27.8%

11,104,095 (6)

0

9,232,118 (3)

0

William C. Crowley

 

11,133,034 (1)

 

27.8%

28,939 (7)

0

19,851 (3)

0

                                                                                                                                                             


 

PAGE 13 OF 17

           

(1)        This number consists of 4,817,219 Shares held by Partners, 1,151 Shares held by Institutional, 1,602,798 Shares held in an account established by the investment member of Investors, 2,000,000 Shares held by Acres, 15,635 Shares held by Tynan, 13,304 Shares held by Mr. Crowley, 2,643,021 Shares held by Mr. Lampert and 39,906 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 1,151 Shares held by Institutional.

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

(4)        This number consists of 4,817,219 Shares held by Partners and 1,602,798 Shares held in an account established by the investment member of Investors.

(5)        This number consists of 4,817,219 Shares held by Partners, 1,151 Shares held by Institutional, 1,602,798 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 4,817,219 Shares held by Partners, 1,151 Shares held by Institutional, 1,602,798 Shares held in an account established by the investment member of Investors, 2,000,000 Shares held by Acres, 2,643,021 Shares held by Mr. Lampert and 39,906 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 15,635 Shares held by Tynan and 13,304 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 October 13, 2011, the record date of the last Amendment on Schedule 13D by the Filing Persons.

(d)        Not applicable.

(e)        Not applicable.

 

                                                                                                                                                             


 

PAGE 14 OF 17

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:  October 18, 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 17

 

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 17

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.

10/14/2011

Open Market Sales

71,214

$328.18

ESL Partners, L.P.

10/14/2011

Open Market Sales

1,023

$329.16

ESL Partners, L.P.

10/17/2011

Open Market Sales

4,080

$327.06

ESL Partners, L.P.

10/17/2011

Open Market Sales

23,695

$327.93

ESL Partners, L.P.

10/17/2011

Open Market Sales

17,155

$328.91

ESL Partners, L.P.

10/17/2011

Open Market Sales

12,132

$329.98

ESL Partners, L.P.

10/17/2011

Open Market Sales

1,067

$330.86

ESL Partners, L.P.

10/18/2011

Open Market Sales

128,255

$326.13

ESL Partners, L.P.

10/18/2011

Open Market Sales

3,390

$327.01

ESL Investors, L.L.C.

10/14/2011

Open Market Sales

22,772

$328.18

ESL Investors, L.L.C.

10/14/2011

Open Market Sales

327

$329.16

ESL Investors, L.L.C.

10/17/2011

Open Market Sales

1,588

$327.06

ESL Investors, L.L.C.

10/17/2011

Open Market Sales

9,222

$327.93

ESL Investors, L.L.C.

10/17/2011

Open Market Sales

6,676

$328.91

ESL Investors, L.L.C.

10/17/2011

Open Market Sales

4,721

$329.98

ESL Investors, L.L.C.

10/17/2011

Open Market Sales

416

$330.86

ESL Investors, L.L.C.

10/18/2011

Open Market Sales

43,190

$326.13

ESL Investors, L.L.C.

10/18/2011

Open Market Sales

1,141

$327.01

ESL Institutional Partners, L.P.

10/14/2011

Open Market Sales

17

$328.18

ESL Institutional Partners, L.P.

10/17/2011

Open Market Sales

1

$327.06

ESL Institutional Partners, L.P.

10/17/2011

Open Market Sales

6

$327.93

ESL Institutional Partners, L.P.

10/17/2011

Open Market Sales

4

$328.91

ESL Institutional Partners, L.P.

10/17/2011

Open Market Sales

3

$329.98

ESL Institutional Partners, L.P.

10/17/2011

Open Market Sales

1

$330.86

ESL Institutional Partners, L.P.

10/18/2011

Open Market Sales

30

$326.13

ESL Institutional Partners, L.P.

10/18/2011

Open Market Sales

1

$327.01

Edward S. Lampert

10/14/2011

Open Market Sales

38,433

$328.18

Edward S. Lampert

10/14/2011

Open Market Sales

552

$329.16

Edward S. Lampert

10/17/2011

Open Market Sales

2,443

$327.06

Edward S. Lampert

10/17/2011

Open Market Sales

14,185

$327.93

Edward S. Lampert

10/17/2011

Open Market Sales

10,270

$328.91

Edward S. Lampert

10/17/2011

Open Market Sales

7,263

$329.98

Edward S. Lampert

10/17/2011

Open Market Sales

638

$330.86

Edward S. Lampert

10/18/2011

Open Market Sales

70,110

$326.13

Edward S. Lampert

10/18/2011

Open Market Sales

1,853

$327.01

The Lampert Foundation

10/14/2011

Open Market Sales

583

$328.18

The Lampert Foundation

10/14/2011

Open Market Sales

8

$329.16

The Lampert Foundation

10/17/2011

Open Market Sales

36

$327.06

The Lampert Foundation

10/17/2011

Open Market Sales

207

$327.93

The Lampert Foundation

10/17/2011

Open Market Sales

150

$328.91

The Lampert Foundation

10/17/2011

Open Market Sales

106

$329.98

The Lampert Foundation

10/17/2011

Open Market Sales

10

$330.86

The Lampert Foundation

10/18/2011

Open Market Sales

1,064

$326.13

The Lampert Foundation

10/18/2011

Open Market Sales

28

$327.01

Tynan, LLC1

10/14/2011

Open Market Sales

229

$328.18

Tynan, LLC1

10/14/2011

Open Market Sales

3

$329.16

Tynan, LLC1

10/17/2011

Open Market Sales

14

$327.06

Tynan, LLC1

10/17/2011

Open Market Sales

81

$327.93

Tynan, LLC1

10/17/2011

Open Market Sales

59

$328.91

Tynan, LLC1

10/17/2011

Open Market Sales

42

$329.98

Tynan, LLC1

10/17/2011

Open Market Sales

3

$330.86

Tynan, LLC1

10/18/2011

Open Market Sales

417

$326.13

Tynan, LLC1

10/18/2011

Open Market Sales

11

$327.01

William C. Crowley

10/14/2011

Open Market Sales

138

$328.18

William C. Crowley

10/14/2011

Open Market Sales

2

$329.16

William C. Crowley

10/17/2011

Open Market Sales

7

$327.06

William C. Crowley

10/17/2011

Open Market Sales

42

$327.93

William C. Crowley

10/17/2011

Open Market Sales

30

$328.91

William C. Crowley

10/17/2011

Open Market Sales

21

$329.98

William C. Crowley

10/17/2011

Open Market Sales

3

$330.86

William C. Crowley

10/18/2011

Open Market Sales

242

$326.13

William C. Crowley

10/18/2011

Open Market Sales

6

$327.01

                                                           
 
                                                               

 

PAGE 17 OF 17

 

 

 

 

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