-----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, QJQaG5gCd0zwoq1GO3uCxuBwEQPMjwAn1xskFur3m4x+yWoUfRmaOI2hEB5+qZw0 7qpvd9hJs5Gjn1K4s/Dp6A== 0000898822-10-000364.txt : 20100602 0000898822-10-000364.hdr.sgml : 20100602 20100602215951 ACCESSION NUMBER: 0000898822-10-000364 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20100601 FILED AS OF DATE: 20100602 DATE AS OF CHANGE: 20100602 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: CROWLEY WILLIAM C CENTRAL INDEX KEY: 0001228976 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-10714 FILM NUMBER: 10874364 BUSINESS ADDRESS: STREET 1: 200 SW 1ST AVE STREET 2: SUITE 1600 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 9547696000 MAIL ADDRESS: STREET 1: 200 SW 1ST AVE STREET 2: SUITE 1600 CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 4 1 primary_doc.xml PRIMARY DOCUMENT X0303 4 2010-06-01 0 0000866787 AUTOZONE INC AZO 0001228976 CROWLEY WILLIAM C 200 GREENWICH AVENUE GREENWICH CT 06830 1 0 1 0 Common Stock, par value $0.01 per share 2010-06-01 4 S 0 68 193.86 D 15970 I See Footnotes Common Stock, par value $0.01 per share 2010-06-02 4 J 0 18060 0 A 34030 I See Footnotes Common Stock, par value $0.01 per share 2010-06-02 4 S 0 318 192.14 D 33712 I See Footnotes Common Stock, par value $0.01 per share 2010-06-02 4 J 0 10345 0 A 44057 I See Footnotes As part of an internal restructuring by the Reporting Persons that occurred on June 2, 2010, ESL Partners, L.P. ("Partners") distributed these shares of common stock, par value $0.01 per share ("Shares"), of AutoZone, Inc. (the "Issuer") to its general partner, RBS Partners, L.P. ("RBS"). RBS then immediately distributed 2,257,761 of these Shares to Edward S. Lampert and 18,060 of these Shares to William C. Crowley. Mr. Lampert and Mr. Crowley are parties to an agreement with Partners that generally requires Mr. Lampert and Mr. Crowley to sell these Shares received, and to make certain purchases of additional Shares of the Issuer, on a pro rata basis with Partners, at the same time and on substantially the same economic terms and conditions (subject to certain legal, tax, accounting or regulatory con-siderations). The internal restructuring transactions described herein will result in direct ownership by Mr. Lampert and Mr. Crowley of a portion of their respective indirect ownership interests in the Issuer. Specifically, Partners is making a partial distribution to RBS based on RBS's pro rata share of the assets of Partners. Of that distribution, a portion of the Shares indirectly owned by Mr. Lampert will initially be retained by ESL Partners and, upon expiration or termination of the waiting period under the Hart-Scott Rodino Antitrust Improvements Act of 1976, as amended ("HSR Approval"), will be distributed to RBS, which in turn will make a distribution to Mr. Lampert. Filing for HSR Approval is expected to be made shortly. As a result of this internal restructuring, described in footnote 1 above and footnote 5 below, both after the distribution of Shares reflected in this filing, and after the additional distribution of Shares to Mr. Lampert upon receiving HSR Approval, the combined direct and indirect ownership of Mr. Lampert and Mr. Crowley in the Issuer, and the pecuniary interest of each of Mr. Lampert and Mr. Crowley in the Issuer, will not change These Shares are held by Tynan, LLC, ("Tynan") a limited liability company of which Mr. Crowley is the sole member. These Shares were distributed by ESL Investments, Inc. ("Investments") to Mr. Lampert and Mr. Crowley. As a result of this transaction, Mr. Crowley directly holds Shares in which he previously held an indirect interest. This Form 4 is filed on behalf of Mr. Crowley. Mr. Crowley is the President and Chief Operating Officer of Investments, which together with various of its affiliates beneficially owns securities of the Issuer. Mr. Crowley disclaims beneficial ownership of all securities of the Issuer beneficially owned by Investments and Mr. Lampert. Mr. Lampert is separately filing a Statement of Changes in Beneficial Ownership on Form 4 in connection with these transactions and disclaims beneficial ownership of all securities beneficially owned by Mr. Crowley. 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/ WILLIAM C. CROWLEY 2010-06-02 -----END PRIVACY-ENHANCED MESSAGE-----