FORM 10-K/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
____________
FORM 10-K/A
[X] Annual Report under section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended August 25, 2001, or
[ ] Transition report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934 For the transition period from to .
Commission file number 1-10714
AUTOZONE, INC.
(Exact name of registrant as specified in its charter)
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Nevada
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62-1482048
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer Identification No.)
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123 South Front Street, Memphis, Tennessee 38103
(Address of principal executive offices) (Zip Code)
(901) 495-6500
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange
on which registered
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Common Stock
($.01 par value)
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New York Stock Exchange
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Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [X] No [
]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K § 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge,
in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
The aggregate market value of the 70,984,627 shares of voting stock
of the registrant held by non-affiliates of the registrant (excluding,
for this purpose, shares held by officers, directors, or 10% stockholders)
was $4,026,957,889 based on the last sales price of the Common Stock on
October 15, 2001, as reported on the New York Stock Exchange. The number
of shares of Common Stock outstanding as of October 15, 2001, was 107,807,339.
Documents Incorporated By Reference
Portions of the definitive Proxy Statement dated November 7, 2001, for
the Annual Meeting of Stockholders to be held December 13, 2001, are incorporated
by reference into Part III.
Portions of the Annual Report to Stockholders for the year ended August
25, 2001, filed as Exhibit 13.1 hereto, are incorporated by reference into Part II.
NOTE:
This amended Form 10-K is being filed to physically attach excerpts
from the Annual Report to Stockholders as Exhibit 13.1. The Annual Report
had previously been provided as EDGAR form type ARS and incorporated by reference.
The information contained in Exhibit 13.1 is unchanged from the information
contained in the Annual Report as previously provided.
PART II
Item 5. Market for Registrant's Common Stock and Related Stockholder
Matters
Common Stock Market Prices
for our common stock as traded on the New York Stock Exchange as shown
in the section labeled "Quarterly Summary" of Exhibit 13.1 attached hereto
are incorporated herein by reference.
At October 15, 2001, we had
3,550 stockholders of record, which does not include the number of beneficial
owners whose shares were represented by security position listings.
Item 6. Selected Financial Data
Selected financial data contained
in the section entitled "Ten-Year Review" of Exhibit 13.1 attached hereto
are incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The section entitled "Financial
Review" of Exhibit 13.1 attached hereto is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The subsection entitled "Financial
Market Risk" of the section entitled "Financial Review" of Exhibit 13.1
attached hereto is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The financial statements
and related notes and the section entitled "Quarterly Summary" of Exhibit
13.1 attached hereto are incorporated herein by reference.
PART IV
Item 14. Exhibits, Financial Statement Schedules, and Reports On
Form 8-K
(a) 1. Financial Statements
The following financial statements
included in the Annual Report to Stockholders for the fiscal year ended
August 25, 2001, are incorporated herein by reference to Item 8:
Report of Independent Auditors
Consolidated Statements of Income for the fiscal years ended August
25, 2001, August 26, 2000, and August 28, 1999
Consolidated Balance Sheets as of August 25, 2001, and August 26, 2000
Consolidated Statements of Stockholders' Equity for the fiscal years
ended August 25, 2001, August 26, 2000, and August 28, 1999
Consolidated Statements of Cash Flows for the fiscal years ended August
25, 2001, August 26, 2000, and August 28, 1999
Notes to Consolidated Financial Statements
2. Financial Statement Schedule
II - Valuation and Qualifying Accounts
All other schedules are omitted
because the information is not required or because the information required
is included in the financial statements or notes thereto.
3. The following exhibits
are filed as a part of this report:
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3.1
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Restated Articles of Incorporation of AutoZone, Inc. Incorporated
by reference to Exhibit 3.1 to the Form 10-Q for the quarter ended February
13, 1999.
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3.2
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Second Amended and Restated By-laws of AutoZone, Inc. Incorporated
by reference to Exhibit 3.3 to the Form 8-K dated March 21, 2000.
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4.1
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Senior Indenture, dated as of July 22, 1998, between AutoZone, Inc.
and the First National Bank of Chicago. Incorporated by reference to Exhibit
4.1 to the Form 8-K dated July 17, 1998.
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4.2
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Letter Agreement dated October 10, 2000 between AutoZone, Inc., and
ESL Investments, Inc., dated October 10, 2000. Incorporated by reference
to Exhibit 10.2 to Form 8-K dated October 10, 2000.
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4.3
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Second Amended and Restated AutoZone, Inc. Employee Stock Purchase
Plan. Incorporated by reference to the Form 10-Q for the quarter ended
November 20, 1999.
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*10.1
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Second Amended and Restated Director Stock Option Plan. Incorporated
by reference to Exhibit 4.1 to the Form S-8 (No. 333-88243) dated October
1, 1999.
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*10.2
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Second Amended and Restated 1998 Director Compensation Plan. Incorporated
by reference to Exhibit 10.2 to the Form 10-K for the fiscal year ended
August 26, 2000.
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*10.3
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Second Amended and Restated 1996 Stock Option Plan. Incorporated by
reference to Appendix B to the definitive Proxy Statement as filed with
the Securities and Exchange Commission on November 2, 1998.
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10.4
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Amended and Restated Agreement between J.R. Hyde, III, and AutoZone,
Inc., dated October 23, 1997. Incorporated by reference to Exhibit 10.1
to the Form 10-Q for the quarter ended November 22, 1997.
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*10.5
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AutoZone, Inc. 2000 Executive Incentive Compensation Plan. Incorporated
by reference to Exhibit A to the definitive Proxy Statement for the annual
meeting of stockholders held December 9, 1999.
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*10.6
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AutoZone, Inc. Executive Deferred Compensation Plan. Incorporated
by reference to Exhibit 10.3 to the Form 10-Q for the quarter ended February
12, 2000.
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*10.7
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Form of Demand Promissory Note granted by certain executive officers
in favor of AutoZone, Inc. Incorporated by reference to Exhibit 10.11 to
the Form 10-K for the fiscal year ended August 26, 2000.
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*10.8
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Form of Demand Promissory Note granted by certain executive officers
in favor of AutoZone, Inc. Incorporated by reference to Exhibit 10.1 to
the Form 10-Q for the quarter ended February 12, 2000.
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*10.9
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Form of Amended and Restated Employment and Non-Compete Agreement
between AutoZone, Inc. and various executive officers. Incorporated by
reference to Exhibit 10.1 to the Form 10-Q for the quarter ended November
22, 1999.
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*10.10
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Form of Employment and Non-Compete Agreement between AutoZone, Inc.
and various executive officers. Incorporated by reference to Exhibit 10.2
to the Form 10-Q for the quarter ended November 22, 1999.
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*10.11
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Form of Employment and Non-Compete Agreement between AutoZone, Inc.,
and various executive officers. Incorporated by reference to Exhibit 10.3
to the Form 10-Q for the quarter ended November 22, 1999.
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*10.12
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Form of Demand Promissory Note granted by certain officers in favor
of AutoZone, Inc. Incorporated by reference to Exhibit 10.7 to the Form
10-Q for the quarter ended November 22, 1999.
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*10.13
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Employment and Non-Compete Agreement between Steve Odland and AutoZone,
Inc., dated January 29, 2001. Incorporated by reference to Exhibit 10.1
to the Form 10-Q for the quarter ended February 10, 2001.
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*10.14
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Agreement between Timothy D. Vargo and AutoZone, Inc., dated May 23,
2001.**
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*10.15
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Agreement between Robert J. Hunt and AutoZone, Inc., dated May 23,
2001.**
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*10.16
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Offer letter to Daisy Vanderlinde dated February 5, 2001, as amended.
Incorporated by reference to Exhibit 10.3 to the Form 10-Q for the quarter
ended February 10, 2001.
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*10.17
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Offer letter to Lisa Kranc dated June 18, 2001.**
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10.18
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Credit Agreement dated as of May 22, 2001, among AutoZone, Inc., as
borrower, the several lenders from time to time party thereto, and Fleet
National Bank, as Administrative Agent and The Chase Manhattan Bank, as
Syndication Agent.**
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10.19
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Five-Year Credit Agreement dated as of May 23, 2000, among AutoZone,
Inc., as borrower, the several lenders from time to time party thereto,
and Bank of America, as Administrative Agent and The Chase Manhattan Bank,
as Syndication Agent. Incorporated by reference to Exhibit 10.1 to the
Form 10-Q for the quarter ended May 6, 2000.
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10.20
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Amendment No. 1 dated May 23, 2001, to Five-Year Credit Agreement
dated as of May 23, 2000, among AutoZone, Inc., as borrower, the several
lenders from time to time party thereto, and Bank of America, as Administrative
Agent and The Chase Manhattan Bank, as Syndication Agent.**
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13.1
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Excerpts from the Annual Report to Stockholders for the fiscal year
ended August 25, 2001.
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21.1
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Subsidiaries of the Registrant.**
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23.1
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Consent of Ernst & Young LLP.
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_________________
*Management contract or compensatory plan or arrangement.
**Previously filed.
(b) Reports on Form 8-K.
The Company filed a Current Report on Form 8-K dated May 23, 2001, that
contained a press release announcing the Company's financial results for
the quarter ended May 5, 2001.
The Company filed a Current Report on Form 8-K dated June 8, 2001, that
contained a press release announcing that the Company would take a nonrecurring
charge in the fourth quarter of the 2001 fiscal year.
The Company filed a Current Report on Form 8-K dated July 10, 2001,
that contained a press release announcing that the Company: had retained
an advisor for the sale of its TruckPro, Inc., subsidiary, had hired Lisa
Kranc as senior vice president of marketing, had increased its share repurchase
authorization, and had updated sales trends for the fiscal quarter.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
AUTOZONE, INC.
By: /s/ Harry L. Goldsmith
Harry L. Goldsmith
Senior Vice President & Secretary
Dated: March 4, 2001
SCHEDULE II -- VALUATION AND QUALIFYING ACCOUNTS
AUTOZONE, INC.
(In thousands)
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COL. A
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COL. B
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COL. C
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COL. D
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COL. E
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Additions
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Description
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Balance at
Beginning of
Period
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Charged to Costs
And Expenses
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Charged to Other Accounts -- Describe
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Deductions -- Describe
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Balance at
End of
Period
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| YEAR ENDED
AUGUST 28, 1999: |
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Reserves and allowances:
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Reserve for accrued sales and warranty returns
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$20,786
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$90,310
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$3,473
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(2)
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$81,619
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(1)
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$32,950
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Other reserves
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14,296
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94,640
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(3)
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| YEAR ENDED
AUGUST 26, 2000: |
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Reserves and allowances:
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Reserves for accrued sales and warranty returns
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32,950
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100,381
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83,317
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(1)
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50,014
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Other reserves
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94,640
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57,585
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(3)
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| YEAR ENDED
AUGUST 25, 2001: |
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Reserves and allowances:
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Reserves for accrued sales and warranty returns
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50,014
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101,318
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87,865
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(1)
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63,467
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Other reserves
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57,585
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98,689
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(3)
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(1)
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Cost of
product for warranty replacements, net of salvage and amounts collected
from customers. |
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(2)
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Purchase
accounting adjustments related to acquisition of Chief Auto Parts Inc. |
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(3)
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Amount
includes items classified in other accrued expenses and other long-term
liabilities. |
EXHIBIT INDEX
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3.1
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Restated Articles of Incorporation of AutoZone, Inc. Incorporated
by reference to Exhibit 3.1 to the Form 10-Q for the quarter ended February
13, 1999.
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3.2
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Second Amended and Restated By-laws of AutoZone, Inc. Incorporated
by reference to Exhibit 3.3 to the Form 8-K dated March 21, 2000.
|
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4.1
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Senior Indenture, dated as of July 22, 1998, between AutoZone, Inc.
and the First National Bank of Chicago. Incorporated by reference to Exhibit
4.1 to the Form 8-K dated July 17, 1998.
|
|
4.2
|
Letter Agreement dated October 10, 2000 between AutoZone, Inc., and
ESL Investments, Inc., dated October 10, 2000. Incorporated by reference
to Exhibit 10.2 to Form 8-K dated October 10, 2000.
|
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4.3
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Second Amended and Restated AutoZone, Inc. Employee Stock Purchase
Plan. Incorporated by reference to the Form 10-Q for the quarter ended
November 20, 1999.
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*10.1
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Second Amended and Restated Director Stock Option Plan. Incorporated
by reference to Exhibit 4.1 to the Form S-8 (No. 333-88243) dated October
1, 1999.
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*10.2
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Second Amended and Restated 1998 Director Compensation Plan. Incorporated
by reference to Exhibit 10.2 to the Form 10-K for the fiscal year ended
August 26, 2000.
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*10.3
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Second Amended and Restated 1996 Stock Option Plan. Incorporated by
reference to Appendix B to the definitive Proxy Statement as filed with
the Securities and Exchange Commission on November 2, 1998.
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10.4
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Amended and Restated Agreement between J.R. Hyde, III, and AutoZone,
Inc., dated October 23, 1997. Incorporated by reference to Exhibit 10.1
to the Form 10-Q for the quarter ended November 22, 1997.
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*10.5
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AutoZone, Inc. 2000 Executive Incentive Compensation Plan. Incorporated
by reference to Exhibit A to the definitive Proxy Statement for the annual
meeting of stockholders held December 9, 1999.
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*10.6
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AutoZone, Inc. Executive Deferred Compensation Plan. Incorporated
by reference to Exhibit 10.3 to the Form 10-Q for the quarter ended February
12, 2000.
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*10.7
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Form of Demand Promissory Note granted by certain executive officers
in favor of AutoZone, Inc. Incorporated by reference to Exhibit 10.11 to
the Form 10-K for the fiscal year ended August 26, 2000.
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*10.8
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Form of Demand Promissory Note granted by certain executive officers
in favor of AutoZone, Inc. Incorporated by reference to Exhibit 10.1 to
the Form 10-Q for the quarter ended February 12, 2000.
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*10.9
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Form of Amended and Restated Employment and Non-Compete Agreement
between AutoZone, Inc. and various executive officers. Incorporated by
reference to Exhibit 10.1 to the Form 10-Q for the quarter ended November
22, 1999.
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*10.10
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Form of Employment and Non-Compete Agreement between AutoZone, Inc.
and various executive officers. Incorporated by reference to Exhibit 10.2
to the Form 10-Q for the quarter ended November 22, 1999.
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*10.11
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Form of Employment and Non-Compete Agreement between AutoZone, Inc.,
and various executive officers. Incorporated by reference to Exhibit 10.3
to the Form 10-Q for the quarter ended November 22, 1999.
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*10.12
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Form of Demand Promissory Note granted by certain officers in favor
of AutoZone, Inc. Incorporated by reference to Exhibit 10.7 to the Form
10-Q for the quarter ended November 22, 1999.
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*10.13
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Employment and Non-Compete Agreement between Steve Odland and AutoZone,
Inc., dated January 29, 2001. Incorporated by reference to Exhibit 10.1
to the Form 10-Q for the quarter ended February 10, 2001.
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*10.14
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Agreement between Timothy D. Vargo and AutoZone, Inc., dated May 23,
2001.**
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*10.15
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Agreement between Robert J. Hunt and AutoZone, Inc., dated May 23,
2001.**
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*10.16
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Offer letter to Daisy Vanderlinde dated February 5, 2001, as amended.
Incorporated by reference to Exhibit 10.3 to the Form 10-Q for the quarter
ended February 10, 2001.
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*10.17
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Offer letter to Lisa Kranc dated June 18, 2001.**
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10.18
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Credit Agreement dated as of May 22, 2001, among AutoZone, Inc., as
borrower, the several lenders from time to time party thereto, and Fleet
National Bank, as Administrative Agent and The Chase Manhattan Bank, as
Syndication Agent.**
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10.19
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Five-Year Credit Agreement dated as of May 23, 2000, among AutoZone,
Inc., as borrower, the several lenders from time to time party thereto,
and Bank of America, as Administrative Agent and The Chase Manhattan Bank,
as Syndication Agent. Incorporated by reference to Exhibit 10.1 to the
Form 10-Q for the quarter ended May 6, 2000.
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10.20
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Amendment No. 1 dated May 23, 2001, to Five-Year Credit Agreement
dated as of May 23, 2000, among AutoZone, Inc., as borrower, the several
lenders from time to time party thereto, and Bank of America, as Administrative
Agent and The Chase Manhattan Bank, as Syndication Agent.**
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13.1
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Excerpts from the Annual Report to Stockholders for the fiscal year
ended August 25, 2001.
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21.1
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Subsidiaries of the Registrant.**
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23.1
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Consent of Ernst & Young LLP.
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_________________
*Management contract or compensatory plan or arrangement.
** Previously filed.