Edgar Filing: AUTOZONE INC

As filed with the Securities and Exchange Commission on April 25, 2002

Registration No. 333-83436

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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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Amendment No. 1

Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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AutoZone, Inc.
(Exact name of registrant as specified in its charter)

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Nevada 62-1482048
(State or other (I.R.S. Employer
jurisdiction Identification)
of incorporation or
organization)
123 South Front Street
Memphis, Tennessee 38103
(901) 495-6500
(Address of principal executive offices, including zip code, and phone number,
including area code)

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Harry L. Goldsmith
Secretary/Senior Vice President/General Counsel
123 South Front Street
Memphis, Tennessee 38103
(901) 495-6500
(Name, address, including zip code, telephone number, including area code, of
Agent for service)

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Copies to:
Gary Olson, Esq. David A. Katz, Esq.
Latham & Watkins Wachtell, Lipton, Rosen &
633 West Fifth Street, Katz
Suite 4000 51 West 52nd Street
Los Angeles, CA 90071 New York, New York 10019
(213) 485-1234 (212) 403-1000

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Approximate Date Of Commencement Of Proposed Sale To The Public: From time
to time after this registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [_]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [X]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If delivery of the same prospectus is expected to be made pursuant to Rule
434, please check the following box. [_]

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The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until the registration statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.

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The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an
offer to sell these securities and we are not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED April 25, 2002

AutoZone, Inc.

15,000,000
shares of Common Stock

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The stockholders of AutoZone, Inc. listed in this prospectus are offering
and selling 15,000,000 shares of our common stock under this prospectus. We
will not receive any of the proceeds from the sale of the shares covered by
this prospectus.

Our common stock is listed on the New York Stock Exchange under the ticker
symbol "AZO." On April 24, 2002, the closing sales price on the New York Stock
Exchange Composite Tape of our common stock was $75.88.

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This investment involves a degree of risk. See "Risk Factors" beginning on
page 1.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a
criminal offense.

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The date of this prospectus is , 2002.

TABLE OF CONTENTS

About AutoZone............................................. 1
Risk Factors............................................... 1
Use of Proceeds............................................ 3
Selling Stockholders....................................... 3
Plan of Distribution....................................... 4
Legal Matters.............................................. 5
Experts.................................................... 6
Where You Can Find More Information........................ 6
Special Note Regarding Forward-Looking Statements.......... 6
Incorporation of Certain Documents by Reference............ 7

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You should rely only on the information contained or incorporated by
reference in this prospectus and in any prospectus supplement. We have not
authorized any other person to provide you with different information. If
anyone provides you with different or inconsistent information, you should not
rely on it. We will not make an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that
the information appearing in this prospectus and the accompanying prospectus
supplement is accurate as of the date on their respective covers. Our business,
financial condition, results of operations and prospects may have changed since
that date.

ABOUT AUTOZONE

We are the nation's leading specialty retailer of automotive parts and
accessories, with most of our sales to do-it-yourself ("DIY") customers. We
began operations in 1979 and at February 9, 2002, operated 3,037 auto parts
stores in the United States and 23 in Mexico. Each auto parts store carries an
extensive product line for cars, vans and light trucks, including new and
re-manufactured automotive hard parts, maintenance items and accessories. We
also have a commercial sales program in the United States that provides
commercial credit and prompt delivery of parts and other products to local
repair garages, dealers and service stations. We do not sell tires nor do we
perform automotive repair or installation.

In addition, we sell automotive diagnostic and repair information software
through our ALLDATA subsidiary and diagnostic and repair information through
alldatadiy.com.

We are dedicated to providing customers with superior service, value and
quality automotive parts and products at conveniently located, well-designed
stores. We have implemented this strategy primarily through knowledgeable and
motivated store personnel trained to emphasize prompt and courteous customer
service, through an everyday low price policy and by maintaining an extensive
product line with an emphasis on automotive hard parts. Our stores are
generally situated in high-visibility locations and provide a distinctive
merchandise presentation in an attractive store environment.

Our executive offices are located at 123 South Front Street, Memphis,
Tennessee 38103, and our telephone number is (901) 495-6500. AutoZone is a
Nevada corporation.

RISK FACTORS

An investment in our common stock involves a degree of risk. You should
carefully consider the risks and uncertainties described below and other
information contained in this prospectus before you decide whether to invest in
our common stock. If any of the following risks actually occur, our business,
financial condition, results of operations and liquidity could be materially
adversely affected. This may cause the trading price of our common stock to
decline after this offering, and you may lose part or all of your investment.

We may not be able to increase sales by the same historic growth rates.

We have significantly increased our domestic store count in the past five
fiscal years, growing from 1,143 stores at August 25, 1996, to 3,019 stores at
August 25, 2001, an average store count increase per year of 16%. We do not
plan to continue our store count growth rate at the historic pace. In addition,
a portion of our total sales increases each year results from increases in
sales at existing stores. We cannot provide any assurance that we can continue
to increase same store sales as our stores mature in their markets.

We have an ever-increasing need for qualified employees.

In fiscal year 2001, our consolidated employee count increased from
approximately 43,200 at the beginning of the year to about 44,600, a 3%
increase in the year. We do not know if we can continue to hire and retain
qualified employees at current wage rates. In the event of increasing wage
rates, if we do not increase our wages competitively, our customer service
could suffer by reason of a declining quality of our workforce or,
alternatively, our earnings would decrease if we increase our wage rates.

If demand for our products slows, then our business may be materially affected.

Demand for products sold by our stores depends on many factors. In the short
term, it may depend upon:

. the weather, as vehicle maintenance may be deferred during periods of
inclement weather. However, as AutoZone stores are geographically
disbursed, isolated instances of inclement weather will generally not
have a material effect upon our aggregate sales.

. the economy, as during periods of good economic conditions, more of our
do-it-yourself customers may pay others to repair and maintain their
cars instead of working on their own vehicles, or they may purchase new
vehicles. This factor is tempered by our commercial parts sales program
that sells parts to installers. In periods of declining economic
conditions, both do-it-yourself and do-it-for-me customers may defer
vehicle maintenance or repair.

For the long term, demand for our products may depend upon the quality of
the vehicles manufactured by the original vehicle manufacturers and the length
of the warranty offered on new vehicles.

If we are unable to compete successfully against other businesses that sell the
products that we sell, we could lose customers and our revenues and profits may
decline.

The sale of automotive parts, accessories and maintenance items is highly
competitive in many areas, including name recognition, product availability,
customer service, store location, and price, with many competitors. AutoZone
competes in both the DIY and commercial auto parts and accessories markets.
Competitors include national and regional auto parts chains, independently
owned parts stores, wholesalers and jobbers, repair shops, car washes, and auto
dealers, in addition to discount and mass merchandise stores, department
stores, hardware stores, supermarkets, drugstores, and home stores which sell
aftermarket vehicle parts and supplies, chemicals, accessories, tools and
maintenance parts. Although we believe we compete effectively on the basis of
customer service, including the knowledge and expertise of our AutoZoners,
merchandise selection and availability, product warranty, store layout,
location and convenience, some competitors may have competitive advantages,
such as greater financial and marketing resources, larger stores with more
merchandise, longer operating histories, more frequent customer visits, and
more effective advertising. If we are unable to continue to develop successful
competitive strategies or our competitors develop more effective strategies, we
could lose customers and our revenues and profits may decline.

If we cannot profitably increase market share in the commercial auto parts
business, our sales growth may be limited.

Although we are one of the five largest sellers of auto parts in the
commercial "do-it-for-me" market, to increase commercial sales we must compete
against automotive aftermarket jobbers and warehouse distributors, in addition
to other auto parts retailers that have recently entered the commercial
business. Some of these jobbers and warehouse distributors have been in
business for substantially longer periods of time than we have, have developed
long-term customer relationships and have larger available inventories. We can
make no assurances that we can profitably develop new commercial customers or
make available inventories required by commercial customers.

If we cannot profitably open and operate stores in international markets, our
sales growth may be limited.

We opened our first auto parts stores in Mexico during fiscal year 1999. We
do not currently have any retail store locations in any country other than the
United States and Mexico. While we believe that great potential exists for auto
parts stores in the fragmented international auto parts market, we have little
experience opening or operating stores outside of the United States, and no
assurances can be made that we can open additional stores in Mexico or stores
in any other country in a timely or profitable manner.

In addition, products sold in Mexico must be properly labeled for sale in
accordance with Mexican law. If AutoZone cannot source products in Mexico, it
must obtain products elsewhere and have them appropriately labeled for sale in
Mexico. We can make no assurances that we can purchase goods of appropriate
quality or in sufficient quantities in Mexico to sell in our stores, nor can we
make any assurances that we can profitably obtain products outside of Mexico
and have them relabeled in accordance with Mexican law.

If our vendors continue to consolidate, we may pay higher prices for our
merchandise.

Recently, several of our vendors have merged and others have announced plans
to merge. Further vendor consolidation could limit the number of vendors from
which we may purchase products and could materially affect the prices we pay
for these products.

Consolidation among our competitors may negatively impact our business.

Recently, several large auto parts chains have merged. We do not know what
impact these mergers will have upon competition in the retail automotive
aftermarket. If our merging competitors are able to achieve efficiencies in
their mergers, then there may be greater competitive pressures in the markets
in which they are strongest.

War, acts of terrorism, or the threat of either may negatively impact
availability of merchandise and adversely impact our sales.

In the event of war, acts of terrorism, or either are threatened, it may
have a negative impact on our ability to obtain merchandise available for sale
in our stores. Some of our merchandise is imported from other countries. If
imported goods become difficult or impossible to bring into the United States,
and if we cannot obtain such merchandise from other sources at similar costs,
our sales and profit margins may be negatively affected. In addition, a
significant amount of the merchandise sold in our Mexico stores is exported
from the United States. If we cannot export this merchandise in a timely
manner, sales in our Mexico stores may be adversely affected.

In the event that commercial transportation is curtailed or substantially
delayed, our business may be adversely impacted, as we may have difficulty
shipping merchandise to our distribution centers and stores.

USE OF PROCEEDS

We will not receive any proceeds from the sale of shares of the common stock
by the selling stockholders. All proceeds from the sale of our common stock
will be for the account of the selling stockholders, as described below. See
"Selling Stockholders" and "Plan of Distribution" described below.

SELLING STOCKHOLDERS

General

This prospectus covers offers and sales from time to time by each selling
stockholder of the common stock owned by such entity. The selling stockholders
acquired their shares through open market transactions on the New York Stock
Exchange. As a group, as of the date of this prospectus the selling
stockholders own approximately 24% of the issued and outstanding shares of our
common stock. If all shares are sold pursuant to this offering, the selling
stockholders will own, as a group, approximately 10% of our issued and
outstanding common stock.

The selling stockholders under this prospectus are as follows:

ESL Partners, L.P., a Delaware limited partnership
ESL Limited, a Bermuda corporation
ESL Institutional Partners, L.P., a Delaware limited partnership
ESL Investors, L.L.C., a Delaware limited liability company
Acres Partners, L.P., a Delaware limited partnership
Marion Partners, L.P., a Delaware limited partnership
Blue Macaw Partners, L.P., a Delaware limited partnership

Certain Relationships with Selling Stockholders

None of the selling stockholders in the Selling Stockholders Table below are
executive officers or directors of AutoZone. Mr. Edward S. Lampert, a member of
our Board of Directors, is the Chairman, Chief Executive Officer and director
of the general partner of ESL Partners, L.P., the managing member of the
investment manager of ESL Limited and the managing member of the general
partner of ESL Institutional Partners, L.P. Mr. Lampert is not selling any
shares he personally owns as a selling stockholder.

On October 10, 2000, one of the selling stockholders, on behalf of itself
and the other selling stockholders entered into a letter agreement with
AutoZone. The letter agreement provides that to the extent the selling
stockholders acquire additional shares of our common stock after October 20,
2000, and before April 1, 2004, the selling stockholders agree not to vote (or
issue written consents with respect to) such shares prior to April 1, 2004,
unless our Board of Directors otherwise permits.

Selling Stockholders Table

The following table sets forth, as of April 24, 2002, information with
respect to the beneficial ownership of each selling stockholder before and
after completion of the sale of the shares of our common stock to be sold by
such selling stockholder under this prospectus. The information included in the
table and under the caption "Selling Stockholders" has been furnished to us by
the selling stockholders. The information in the table assumes that the selling
stockholders do not sell any shares of our common stock other than under this
prospectus. Beneficial ownership has been determined based upon information
provided to us, in accordance with the rules of the SEC.

Number of Number of
Shares Percent Shares Number of Percent to
Beneficially as of Being Shares Owned be Owned
Owned Before April 24, Registered After this After this
this Offering 2002 for Resale Offering Offering
Name of Selling Stockholder ------------- --------- ---------- ------------ ----------

ESL Partners, L.P................. 12,338,984 11.7 7,342,349 4,996,635 4.7
ESL Limited....................... 2,985,290 2.8 1,883,439 1,101,851 1.0
ESL Institutional Partners, L.P... 443,272 * 263,678 179,594 *
ESL Investors, L.L.C.............. 1,521,365 1.4 375,344 1,146,021 1.1
Acres Partners, L.P............... 7,526,599 7.1 4,422,000 3,104,599 2.9
Marion Partners, L.P.............. 224,840 * 224,840 0 0
Blue Macaw Partners, L. P......... 488,350 * 488,350 0 0

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* Less than 1%
All shares shown in the above table are owned directly by the specified
entity, and the holder thereof has sole voting and investment power with
respect to such shares. However, pursuant to regulations promulgated under the
Exchange Act, these entities are part of a group that may be deemed to
beneficially own all shares owned by each member of the group. RBS Partners,
L.P., the general partner of ESL Partners, L.P. and the manager of ESL
Investors, L.L.C.; ESL Investment Management, LLC, the investment manager of
ESL Limited; RBS Investment Management, LLC, the general partner of ESL
Institutional Partners, L.P.; ESL Investments, Inc., the general partner of RBS
Partners, L.P., Acres Partners, L.P., Marion Partners, L.P. and Blue Macaw
Partners, L.P.; and Mr. Lampert, a controlling stockholder of ESL Investments,
Inc. and the managing member of ESL Investment Management, LLC and RBS
Investment Management, LLC, may be deemed indirect beneficial owners of the
securities shown in the above table. RBS Partners, L.P., ESL Investment
Management, LLC, RBS Investment Management, LLC, ESL Investments, Inc. and Mr.
Lampert disclaim beneficial ownership of the shares shown in the above table
(except for the shares allocated to the account of any general partner).

PLAN OF DISTRIBUTION

The selling stockholders, their pledgees, donees, transferees or other
successors-in-interest, may, from time to time, sell all or a portion of the
shares of common stock covered by this prospectus in market transactions or
privately negotiated transactions or otherwise, at fixed prices that may be
changed, at market prices prevailing at the time of sale, at prices related to
such market prices or at negotiated prices. The shares of common stock may be
sold by the selling stockholders by one or more of the following methods,
without limitation:

. market transactions in accordance with the rules of the New York Stock
Exchange or any other available markets or exchanges;

. ordinary brokerage transactions and transactions in which the broker
solicits purchasers;

. block trades in which the broker or dealer so engaged will attempt to
sell the shares of common stock as agent but may position and resell a
portion of the block as principal to facilitate the transaction;

. purchases by a broker or dealer as principal and resale by such broker
or dealer for its account pursuant to this prospectus;

. privately negotiated transactions;

. distributions to the partners and members of the selling stockholders;

. redemptions or repurchases of interests owned by partners or members of
the selling stockholders;

. a combination of any such methods of sale; and

. any other method permitted pursuant to applicable law.

Subject to applicable law, from time to time the selling stockholders may
engage in puts and calls and other transactions in securities of AutoZone or
derivatives thereof and may sell and deliver the shares of common stock in
connection therewith in settlement of securities loans. From time to time the
selling stockholders may pledge their shares of common stock pursuant to the
margin provisions of its customer agreements with its brokers. Upon a default
by the selling stockholders, the broker may offer and sell the pledged shares
of common stock from time to time.

In effecting sales, brokers and dealers engaged by the selling stockholders
may arrange for other brokers or dealers to participate in such sales. Brokers
or dealers may receive commissions or discounts from the selling stockholders
(or, if any such broker-dealer acts as agent for the purchaser of such shares,
from such purchaser) in amounts to be negotiated which are not expected to
exceed those customary in the types of transactions involved. Broker-dealers
may agree with the selling stockholders to sell a specified number of such
shares of common stock at a stipulated price per share, and, to the extent such
broker-dealer is unable to do so acting as agent for a selling stockholder, to
purchase as principal any unsold shares of common stock at the price required
to fulfill the broker-dealer commitment to the selling stockholders.
Broker-dealers who acquire shares of common stock as principal may thereafter
resell such shares of common stock from time to time in transactions (which may
involve block transactions and sales to and through other broker-dealers,
including transactions of the nature described above) in the over-the-counter
market or otherwise at prices and on terms then prevailing at the time of sale,
at prices then related to the then-current market price or in negotiated
transactions and, in connection with such resales, may pay to or receive from
the purchasers of such shares commissions as described above. The selling
stockholders may also sell the shares of common stock in accordance with Rule
144 under the Securities Act, rather than pursuant to this prospectus.

The selling stockholders and any broker-dealers or agents that participate
with the selling stockholders in sales of the shares of common stock may be
deemed to be "underwriters" within the meaning of the Securities Act in
connection with such sales. In such event, any commissions received by such
broker-dealers or agents and any profit on the resale of the shares of common
stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.

In order to comply with certain states' securities laws, if applicable, the
shares of common stock will be sold in such jurisdictions only through
registered or licensed brokers or dealers. In addition, in certain states the
common stock may not be sold unless the common stock has been registered or
qualified for sale in such state or an exemption from registration or
qualification is available and is satisfied.

We have advised the selling stockholders that the anti-manipulation
provisions of Regulation M promulgated under the Securities Exchange Act of
1934 may apply to their sales of our shares offered by this prospectus.

LEGAL MATTERS

The validity of the shares of common stock offered hereby has been passed
upon for us by our General Counsel, Harry L. Goldsmith, Esq. As of April 24,
2002, Mr. Goldsmith beneficially owned 140,478 shares of AutoZone common stock,
including 126,666 shares that may be acquired upon exercise of stock options
either immediately or within 60 days of April 24, 2002, and 1,400 shares held
by trusts for which Mr. Goldsmith is a beneficiary.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated
financial statements and schedule included or incorporated by reference in our
Annual Report on Form 10-K for the year ended August 25, 2001, as set forth in
their report, which is incorporated by reference in the registration statement.
Our financial statements and schedule are incorporated by reference in reliance
on Ernst & Young LLP's report, given on their authority as experts in
accounting and auditing.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any reports, statements or
other information filed by us at the SEC's public reference room at Room 1024,
Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549 and in New
York, New York. Copies of this material can also be obtained from the Public
Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549,
and its public reference rooms in New York, New York, at prescribed rates.
Please call the SEC at 1-800-SEC-0330 for further information on the public
reference rooms. Copies of this information may also be inspected at the
reading room of the library of the National Association of Securities Dealers,
Inc., 1734 K Street, N.W., Washington, D.C. 20006. Our filings with the SEC are
also available to the public from commercial document retrieval services and at
the SEC's web site at "http://www.sec.gov."

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

All statements included or incorporated by reference in this prospectus,
other than statements of historical facts, that address activities, events or
developments that we intend, expect, project, believe or anticipate will or may
occur in the future are forward looking statements (as such term is defined in
Section 27A of the Securities Act and Section 21E of the Exchange Act). Such
statements are typically characterized by terminology such as "believe,"
"anticipate," "should," "intend," "plan," "will," "expect," "estimate,"
"project," "positioned," "strategy," and similar expressions. These statements
are based on assumptions and assessments made by our management in light of its
experience and its perception of historical trends, current conditions,
expected future developments and other factors our management believes to be
appropriate. These forward looking statements are subject to a number of risks
and uncertainties, including those risks described in this prospectus under
"Risk

Factors," and elsewhere in, or incorporated by reference into, this prospectus,
as well as other factors that our management has not yet identified. Any such
forward looking statements are not guarantees of future performance and actual
results, developments and business decisions may differ from those contemplated
by such forward looking statements and such events could materially and
adversely affect our business. Except as required by applicable law, we
undertake no obligation to update publicly any forward looking statements,
whether as a result of new information, future events or otherwise.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The SEC allows us to "incorporate by reference" the information we filed
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and information that we file later
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings we
will make with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange
Act until the selling stockholders sell all the shares of common stock offered
by this prospectus.

. our annual report on Form 10-K for the fiscal year ended August 25, 2001;

. our annual report on Form 10 K/A for the fiscal year ended August 25,
2001 (filed with the SEC on March 4, 2002);

. our current reports on Form 8-K, filed on December 5, 2001, January 7,
2002; and February 27, 2002;

. our quarterly report on Form 10-Q for the quarter ended November 17,
2001;

. our quarterly report on Form 10-Q for the quarter ended February 9,
2002;.

. The description of our common stock contained in our Registration
Statement on Form S-3 (No. 333-39715), filed on November 7, 1997,
including any amendments or reports filed for the purpose of updating
that description; and

. All documents we file with the SEC pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act after the date of this prospectus and
prior to the termination of the offering of the shares offered by this
prospectus.

We have also filed a registration statement on Form S-3 with the Securities
and Exchange Commission under the Securities Act that registers the shares we
are offering. This prospectus does not contain all of the information set forth
in the registration statement. You should read the registration statement for
further information about us and our common stock.

We will furnish without charge to you, upon written or oral request, a copy
of any or all of the documents described above, except for exhibits to those
documents, unless the exhibits are specifically incorporated by reference into
those documents. Requests should be addressed to:

Secretary
AutoZone, Inc.
123 South Front Street
Memphis, Tennessee 8103
(901) 495-6500

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The following table sets forth the fees and expenses in connection with the
issuance and distribution of the securities being registered hereunder. The
selling stockholders will pay all of the costs identified below. Except for the
SEC registration fee, all amounts are estimates.

Amount
to be Paid
----------

SEC Registration Fee....................... $ 91,494
Accountants' Fees and Expenses............. 12,300
Legal Fees and Expenses.................... 35,000
Miscellaneous Expenses (including printing) 6,206
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Total................................... $145,000
========

Item 15. Indemnification of Directors and Officers.

The Company's Restated Articles of Incorporation provide that a director or
officer of the Company shall not be personally liable to the Company or its
stockholders for damages for any breach of fiduciary duty as a director or
officer, except for liability for (i) acts or omissions which involve
intentional misconduct, fraud or a knowing violation of law, or (ii) the
payment of distributions in violation of Nevada Revised Statutes Section
78.300. In addition, Nevada Revised Statutes Section 78.751 and Article III,
Section 13 of the Company's Second Amended and Restated Bylaws, under certain
circumstances, provide for the indemnification of the Company's officers,
directors, employees and agents against liabilities they may incur in such
capacities. A summary of the circumstances in which such indemnification is
provided for is contained herein, but that description is qualified in its
entirety by reference to Article III, Section 13 of the Company's Second
Amended and Restated Bylaws.

In general, any officer, director, employee or agent shall be indemnified
against expenses including attorneys' fees, fines, settlements or judgments
which were actually and reasonably incurred in connection with a legal
proceeding, other than one brought by or on the behalf of the Company, to which
he was a party as a result of such relationship, if he acted in good faith, and
in the manner he believed to be in or not opposed to the Company's best
interest and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. If the action or suit is
brought by or on behalf of the Company, the person to be indemnified must have
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the Company's best interest. No indemnification will be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged by a court of competent jurisdiction, after exhaustion of all appeals
therefrom, to be liable to the Company or for amounts paid in settlement to the
Company, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction, determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses which such court
shall deem proper.

Any indemnification under the previous paragraphs, unless ordered by a court
or advanced as provided in the succeeding paragraph, must be made by the
Company only as authorized in the specific case upon a determination that
indemnification of the director, officer, employee or agent is proper in the
circumstances. The determination must be made (i) by the stockholders, (ii) by
the Board of Directors by a majority vote of a quorum consisting of directors
who were not parties to the act, suit or proceeding, (iii) if a majority vote
of a quorum of directors who were not parties to the act, suit or proceeding so
orders, by independent legal counsel in a written opinion or (iv) if a quorum
consisting of directors who were not parties to the act, suit or proceeding
cannot be obtained, by independent legal counsel in a written opinion. To the
extent that a director, officer, employee or

II-1

agent of the Company has been successful on the merits or otherwise in defense
of any action, suit or proceeding referred to in the previous paragraph, or in
defense of any claim, issue or matter therein, he must be indemnified by the
Company against expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense.

Expenses incurred by an officer or director in defending a civil or criminal
action, suit or proceeding must be paid by the Company as they are incurred and
in advance of the final disposition of the action, suit or proceeding, upon
receipt of an undertaking by or on behalf of the director or officer to repay
the amount if it is ultimately determined by a court of competent jurisdiction
that he is not entitled to be indemnified by the Company as authorized by the
Second Amended and Restated Bylaws. Such expenses incurred by other employees
and agents may be so paid upon such terms and conditions, if any, as the Board
of Directors deems appropriate.

The indemnification and advancement of expenses authorized in or ordered by
a court as provided in the foregoing paragraphs, (i) does not exclude any other
rights to which a person seeking indemnification or advancement of expenses may
be entitled under the Articles of Incorporation or any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, for either an action
in his official capacity or an action in another capacity while holding his
office, except that indemnification, unless ordered by a court as described in
the third preceding paragraph or for advancement of expenses made as described
in the next preceding paragraph, may not be made to or on behalf of any
director of officer if a final adjudication establishes that his acts or
omissions involved intentional misconduct, fraud or a knowing violation of the
law and was material to the cause of action; and (ii) continues for a person
who has ceased to be a director, officer, employee or agent and inures to the
benefit of the heirs, executors and administrators of such a person. If a claim
for indemnification or payment of expenses under Section 13 of the Second
Amended and Restated Bylaws is not paid in full within ninety (90) days after a
written claim therefor has been received by the Company, the claimant may file
suit to recover the unpaid amount of such claim and, if successful in whole or
in part, shall be entitled to be paid the expenses of prosecuting such claim.
In any such action, the Company shall have the burden of proving that the
claimant was not entitled to the requested indemnification or payment of
expenses under applicable law.

The Board of Directors may authorize, by a vote of a majority of a quorum of
the Board of Directors, the Company to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Company would have the power to indemnify him against such
liability under provisions of Section 13 of the Second Amended and Restated
Bylaws. The Board of Directors may authorize the Company to enter into a
contract with any person who is or was a director, officer, employee or agent
of the Company or is or was serving at the request of the Company as a
director, officer, employee or agent of another partnership, joint venture,
trust or other enterprise providing for indemnification rights equivalent to
or, if the Board of Directors so determines, greater than those provided for in
Section 13 of the Second Amended and Restated Bylaws.

The Company has also purchased insurance for its directors and officers for
certain losses arising from claims or charges made against them in their
capacities as directors and officers of the Company.

Item 16. Exhibits and Financial Statement Schedules.

Exhibit
Number Description
------ -----------

4.1*. Letter Agreement, dated October 10, 2000 between AutoZone, Inc. and ESL Investments, Inc.
(incorporated by reference to Exhibit 10.2 to the AutoZone Form 8-K, filed on October 13, 2000)
5.1*. Form of Opinion of Harry L. Goldsmith regarding legality
23.1.. Consent of Ernst & Young LLP

--------

* Previously filed.

II-2

Item 17. Undertakings.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration amendment:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) to reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof ) which, individually or in the
aggregate, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.

(iii) to include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to the information in the registration
statement.

(2) That, for purposes of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof:

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(4) That, for purposes of determining any liability under the Securities
Act of 1933, each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934
(including each filing of an employee benefit plan's annual report pursuant
to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

To the extent that indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the provisions described under the
foregoing provisions, or otherwise, the registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against these liabilities (other
than the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by a director, officer or
controlling person of the registrant in connection with the securities being
registered, the registrant will, unless its counsel advises it that the issue
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication
of such issue.

II-3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Memphis, State of Tennessee, as of the 25th day
of April, 2002.

AUTOZONE, INC.

/S/ STEVE ODLAND

By: _______________________________
Steve Odland
Chairman, Chief Executive Officer,
President and Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this
registration statement has been signed below by the following persons in the
capacities and on the dates indicated:

Signature Title Date
--------- ----- ----

/S/ STEVE ODLAND Chairman, Chief Executive April 25, 2002
----------------------------- Officer, President and
Steve Odland Director
(Principal Executive
Officer)

* Senior Vice President April 25, 2002
----------------------------- and Chief Financial Officer
Michael G. Archbold (Principal Financial
Officer)

* Vice President and Controller April 25, 2002
----------------------------- (Principal Accounting
Tricia K. Greenberger Officer)

* Director April 25, 2002
-----------------------------
Charles M. Elson

* Director April 25, 2002
-----------------------------
N. Gerry House

* Director April 25, 2002
-----------------------------
J.R. Hyde, III

* Director April 25, 2002
-----------------------------
James F. Keegan

* Director April 25, 2002
-----------------------------
Edward S. Lampert

* Director April 25, 2002
-----------------------------
W. Andrew McKenna

* Director April 25, 2002
-----------------------------
Michael W. Michelson

II-4

Signature Title Date
--------- ----- ----

----------------------------- Director April , 2002
Marsha Johnson Evans

----------------------------- Director April , 2002
Earl G. Graves, Jr.

*By: /s/ HARRY L. GOLDSMITH
----------------------------
Harry L. Goldsmith
Attorney-in-fact

II-5

AUTOZONE, INC.
REGISTRATION STATEMENT ON FORM S-3

EXHIBIT INDEX

Exhibit
Number Description
------ -----------

--------

* Previously filed.

II-6