exh99.htm

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BUmhM5QZlZDJW8XikX/lLDcq8GPq8G044joJFa/GxOpJ21uEA3aQqVcLRC6Wpawh u5fIZ2DdHL9SbwBvVSfu3g== 0001140361-10-023577.txt : 20100601 0001140361-10-023577.hdr.sgml : 20100531 20100601062938 ACCESSION NUMBER: 0001140361-10-023577 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100526 FILED AS OF DATE: 20100601 DATE AS OF CHANGE: 20100601 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RBS INVESTMENT MANAGEMENT LLC CENTRAL INDEX KEY: 0001249797 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10714 FILM NUMBER: 10868020 MAIL ADDRESS: STREET 1: 200 GREENWICH AVE CITY: GREENWICH STATE: CT ZIP: 06830 FORMER NAME: FORMER CONFORMED NAME: RSB INVESTMENT MANAGEMENT LLC DATE OF NAME CHANGE: 20030628 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ESL INSTITUTIONAL PARTNERS LP CENTRAL INDEX KEY: 0001249801 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10714 FILM NUMBER: 10868022 MAIL ADDRESS: STREET 1: 200 GREENWICH AVE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ESL INVESTORS LLC CENTRAL INDEX KEY: 0001249806 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10714 FILM NUMBER: 10868023 MAIL ADDRESS: STREET 1: 200 GREENWICH AVE CITY: GREENWICH STATE: CT ZIP: 06830 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RBS PARTNERS L P /CT CENTRAL INDEX KEY: 0000860585 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10714 FILM NUMBER: 10868025 BUSINESS ADDRESS: STREET 1: ONE LAFAYETTE PLACE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038614606 MAIL ADDRESS: STREET 1: ONE LAFAYETTE PLACE CITY: GREENWICH STATE: CT ZIP: 06830 FORMER NAME: FORMER CONFORMED NAME: LAMPERT L P DATE OF NAME CHANGE: 19940207 FORMER NAME: FORMER CONFORMED NAME: RBS PARTNERS L P DATE OF NAME CHANGE: 19931210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ESL PARTNERS, L.P. CENTRAL INDEX KEY: 0000923727 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10714 FILM NUMBER: 10868024 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 NAME: FORMER CONFORMED NAME: ESL PARTNERS LP DATE OF NAME CHANGE: 19940524 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ESL INVESTMENTS INC CENTRAL INDEX KEY: 0001126396 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10714 FILM NUMBER: 10868021 BUSINESS ADDRESS: STREET 1: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038614600 MAIL ADDRESS: STREET 1: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LAMPERT EDWARD S CENTRAL INDEX KEY: 0001183200 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10714 FILM NUMBER: 10868026 MAIL ADDRESS: STREET 1: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 4 1 doc1.xml FORM 4 X0303 4 2010-05-26 0 0000866787 AUTOZONE INC AZO 0001183200 LAMPERT EDWARD S 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 0000923727 ESL PARTNERS, L.P. 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0001249806 ESL INVESTORS LLC 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0001249801 ESL INSTITUTIONAL PARTNERS LP 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0001126396 ESL INVESTMENTS INC 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 0001249797 RBS INVESTMENT MANAGEMENT LLC 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 Common Stock, par value $0.01 per share 2010-05-26 4 S 0 13363 194.04 D 12721641 I See footnotes Common Stock, par value $0.01 per share 2010-05-26 4 S 0 299 195.09 D 12721342 I See footnotes Common Stock, par value $0.01 per share 2010-05-27 4 S 0 262059 192.03 D 12459283 I See footnotes Common Stock, par value $0.01 per share 2010-05-28 4 S 0 189339 192.05 D 12269944 I See footnotes Common Stock, par value $0.01 per share 2010-05-28 4 S 0 5685 193.12 D 12264259 I See footnotes Common Stock, par value $0.01 per share 2010-05-26 4 S 0 2960 194.04 D 2817980 I See footnotes Common Stock, par value $0.01 per share 2010-05-26 4 S 0 66 195.09 D 2817914 I See footnotes Common Stock, par value $0.01 per share 2010-05-27 4 S 0 58049 192.03 D 2759865 I See footnotes Common Stock, par value $0.01 per share 2010-05-28 4 S 0 41940 192.05 D 2717925 I See footnotes Common Stock, par value $0.01 per share 2010-05-28 4 S 0 1260 193.12 D 2716665 I See footnotes Common Stock, par value $0.01 per share 2010-05-26 4 S 0 2 194.04 D 2037 I See footnotes Common Stock, par value $0.01 per share 2010-05-27 4 S 0 42 192.03 D 1995 I See footnotes Common Stock, par value $0.01 per share 2010-05-28 4 S 0 30 192.05 D 1965 I See footnotes Common Stock, par value $0.01 per share 2010-05-28 4 S 0 1 193.12 D 1964 I See footnotes Common Stock, par value $0.01 per share 2010-05-26 4 S 0 577 194.04 D 549785 I See footnotes Common Stock, par value $0.01 per share 2010-05-26 4 S 0 13 195.09 D 549772 I See footnotes Common Stock, par value $0.01 per share 2010-05-27 4 S 0 11325 192.03 D 538447 I See footnotes Common Stock, par value $0.01 per share 2010-05-28 4 S 0 8183 192.05 D 530264 I See footnotes Common Stock, par value $0.01 per share 2010-05-28 4 S 0 245 193.12 D 530019 I See footnotes Common Stock, par value $0.01 per share 2010-05-26 4 S 0 921 194.04 D 861423 D Common Stock, par value $0.01 per share 2010-05-26 4 S 0 21 195.09 D 861402 D Common Stock, par value $0.01 per share 2010-05-27 4 S 0 18070 192.03 D 843332 D Common Stock, par value $0.01 per share 2010-05-28 4 S 0 13055 192.05 D 830277 D Common Stock, par value $0.01 per share 2010-05-28 4 S 0 392 193.12 D 829885 D Common Stock, par value $0.01 per share 15774 I See footnotes Common Stock, par value $0.01 per share 3182851 I See footnotes This price represents the approximate weighted average price per share of common stock, par value $0.01 per share (each, a "Share"), of sales that were executed at prices ranging from $194.00 to $194.40 per Share. The Reporting Persons undertake to provide, upon request by the Securities and Exchange Commission staff, AutoZone, Inc. (the "Issuer") or a security holder of the Issuer, full information regarding the number of Shares sold at each price. This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $195.00 to $195.36 per Share. The Reporting Persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $192.00 to $192.29 per Share. The Reporting Persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $192.00 to $192.90 per Share. The Reporting Persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $193.10 to $193.18 per Share. The Reporting Persons undertake to provide, upon request by the Securities and Exchange Commission staff, the Issuer or a security holder of the Issuer, full information regarding the number of Shares sold at each price. These Shares are held by ESL Partners, L.P. ("Partners"). These Shares are held in an account established by the investment member of ESL Investors, L.L.C. ("Investors"). These Shares are held by ESL Institutional Partners, L.P.("Institutional"). These Shares are held by ESL Investments, Inc. ("Investments"). These Shares are held by Edward S. Lampert. These Shares are held in a grantor retained annuity trust, of which Edward S. Lampert is the trustee. These Shares are held by Acres Partners, L.P., ("Acres"). This Form 4 is filed on behalf of Mr. Lampert, Investments, RBS Partners, L.P. ("RBS"), Partners, Investors, Institutional and RBS Investment Management, L.L.C. ("RBSIM"). RBS is the general partner of Partners and the managing member of Investors. RBSIM is the general partner of Institutional. Investments is the general partner of RBS and Acres and the manager of RBSIM. Mr. Lampert is the Chairman, Chief Executive Officer and Director of Investments. Pursuant to Rule 16a-1(a)(2)(ii)(B) under the Securities Exchange Act of 1934, as amended (the "Act"), each of the Reporting Persons may be deemed to be the beneficial owner of the securities reported herein only to the extent of his or its pecuniary interest therein. Pursuant to Rule 16a-1(a)(4) under the Act, this filing shall not be deemed an admission that any of the Reporting Persons is, for purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities reported herein in excess of such amount. /s/ Edward S. Lampert (see signatures of Reporting Persons as Exhibit 99.1) 2010-05-28 EX-99.1 2 misc1.htm MISCELLANEOUS EXHIBITS exh99.htm

Exhibit 99.1

Joint Filer Information

Date of Event Requiring Statement:	May 26, 2010

Issuer Name and Ticker or Trading Symbol:	AUTOZONE, INC. (AZO)

Designated Filer:	Edward S. Lampert

Other Joint Filers:	ESL Partners, L.P., ESL Investors, L.L.C., ESL Institutional Partners, L.P., ESL Investments, Inc., RBS Partners, L.P., RBS Investment Management, L.L.C.

Addresses:	The principal business address of each of the Joint Filers above is 200 Greenwich Avenue, Greenwich, CT 06830.

Signatures:	EDWARD S. LAMPERT

	/s/ Edward S. Lampert
	Edward S. Lampert

	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 INVESTORS, L.L.C.

	By:	RBS Partners, L.P., as its manager

	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 INVESTMENTS, INC.

		By:	/s/ Adrian J. Maizey
			Name: Adrian J. Maizey
			Title: Chief Financial Officer

	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

	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

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