X0202 4 2004-09-28 0 0000866787 AUTOZONE INC AZO 0001126396 ESL INVESTMENTS INC 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0000923727 ESL PARTNERS LP 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0000860585 RBS PARTNERS L P /CT 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0001183200 LAMPERT EDWARD S 0 0 1 0 Common Stock 2004-09-28 4 P 0 43000 75.215 A 10576625 D Common Stock 2004-09-30 4 P 0 340000 76.975 A 10916625 D Common Stock 9653460 I See footnotes These securities are owned by ESL Partners, L.P. ("Partners"). Includes (i) 3,683,037 shares held by ESL Investors, L.L.C. ("Investors"), (ii) 71,771 shares held by ESL Institutional Partners, L.P. ("Institutional"), (iii) 5,875,557 shares held by Acres Partners, L.P. ("Acres"), (iv) 19,310 shares held by ESL Investment Management, LLC ("ESLIM") and (v) 3,785 shares held by Edward S. Lampert. This Form 4 is filed on behalf of Partners, ESL Investments, Inc. ("Investments"), RBS Partners, L.P. ("RBS") and Edward S. Lampert. RBS is the general partner of Partners and the manager of Investors. Investments is the general partner of RBS and Acres. RBS Investment Management, LLC ("RBSIM") is the general partner of Institutional. Mr. Lampert is a controlling stockholder of Investments and the managing member of ESLIM and RBSIM. Each of Partners, Institutional, Investors, Acres, ESLIM, Investments, RBS, RBSIM and Mr. Lampert may be deemed to be the beneficial owner of the securities reported herein. The total amount of securities reported as beneficially owned by Partners, Institutional, Investors, Acres and ESLIM is greater than Investments' or Mr. Lampert's indirect pecuniary interest in such securities. The total amount of securities reported as beneficially owned by Partners and Investors is greater than RBS' indirect pecuniary interest in such securities. The total amount of securities reported as beneficially owned by Institutional is greater than RBSIM's indirect pecuniary interest in such securities. /s/ William C. Crowley, for ESL Investments, Inc. 2004-09-30 /s/ William C. Crowley, for ESL Partners, L.P. 2004-09-30 /s/ William C. Crowley, for RBS Partners, L.P. 2004-09-30 /s/ Edward S. Lampert 2004-09-30