azoschedule13d_aamendmentno1.htm - Generated by SEC Publisher for SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 39)*

AutoZone, Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

053332102

(CUSIP Number)

David A. Katz

Wachtell, Lipton, Rosen & Katz

51 West 52nd Street

New York, New York 10019

(212) 403-1000

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

July 25, 2011

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 1 of 17 Pages

PAGE 2 OF 16

CUSIP No. 053332102

1	NAME OF REPORTING PERSON ESL Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) X (b) _
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
		7	SOLE VOTING POWER 5,380,995
NUMBER OF SHARES BENEFICIALLY		8	SHARED VOTING POWER 0
OWNED BY EACH REPORTING PERSON WITH		9	SOLE DISPOSITIVE POWER 5,380,995
		10	SHARED DISPOSITIVE POWER 0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,171,269
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.3%
14		TYPE OF REPORTING PERSON PN

PAGE 3 OF 16

CUSIP No. 053332102

1	NAME OF REPORTING PERSON ESL Institutional Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) X (b) _
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
		7	SOLE VOTING POWER 1,281
NUMBER OF SHARES BENEFICIALLY		8	SHARED VOTING POWER 0
OWNED BY EACH REPORTING PERSON WITH		9	SOLE DISPOSITIVE POWER 1,281
		10	SHARED DISPOSITIVE POWER 0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,171,269
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.3%
14		TYPE OF REPORTING PERSON PN

PAGE 4 OF 16

CUSIP No. 053332102

1	NAME OF REPORTING PERSON ESL Investors, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) X (b) _
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
		7	SOLE VOTING POWER 1,776,748
NUMBER OF SHARES BENEFICIALLY		8	SHARED VOTING POWER 0
OWNED BY EACH REPORTING PERSON WITH		9	SOLE DISPOSITIVE POWER 1,776,748
		10	SHARED DISPOSITIVE POWER 0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,171,269
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.3%
14		TYPE OF REPORTING PERSON OO

PAGE 5 OF 16

CUSIP No. 053332102

1	NAME OF REPORTING PERSON Acres Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) X (b) _
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
		7	SOLE VOTING POWER 2,000,000
NUMBER OF SHARES BENEFICIALLY		8	SHARED VOTING POWER 0
OWNED BY EACH REPORTING PERSON WITH		9	SOLE DISPOSITIVE POWER 2,000,000
		10	SHARED DISPOSITIVE POWER 0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,171,269
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.3%
14		TYPE OF REPORTING PERSON PN

PAGE 6 OF 16

CUSIP No. 053332102

1	NAME OF REPORTING PERSON RBS Investment Management, L.L.C.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) X (b) _
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
		7	SOLE VOTING POWER 1,281
NUMBER OF SHARES BENEFICIALLY		8	SHARED VOTING POWER 0
OWNED BY EACH REPORTING PERSON WITH		9	SOLE DISPOSITIVE POWER 1,281
		10	SHARED DISPOSITIVE POWER 0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,171,269
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.3%
14		TYPE OF REPORTING PERSON OO

PAGE 7 OF 16

CUSIP No. 053332102

1	NAME OF REPORTING PERSON Tynan, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) X (b) _
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
		7	SOLE VOTING POWER 17,413
NUMBER OF SHARES BENEFICIALLY		8	SHARED VOTING POWER 0
OWNED BY EACH REPORTING PERSON WITH		9	SOLE DISPOSITIVE POWER 17,413
		10	SHARED DISPOSITIVE POWER 0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,171,269
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.3%
14		TYPE OF REPORTING PERSON OO

PAGE 8 OF 16

CUSIP No. 053332102

1	NAME OF REPORTING PERSON RBS Partners, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) X (b) _
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
		7	SOLE VOTING POWER 7,157,743
NUMBER OF SHARES BENEFICIALLY		8	SHARED VOTING POWER 0
OWNED BY EACH REPORTING PERSON WITH		9	SOLE DISPOSITIVE POWER 7,157,743
		10	SHARED DISPOSITIVE POWER 0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,171,269
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.3%
14		TYPE OF REPORTING PERSON PN

PAGE 9 OF 16

CUSIP No. 053332102

1	NAME OF REPORTING PERSON ESL Investments, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) X (b) _
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
		7	SOLE VOTING POWER 9,159,024
NUMBER OF SHARES BENEFICIALLY		8	SHARED VOTING POWER 0
OWNED BY EACH REPORTING PERSON WITH		9	SOLE DISPOSITIVE POWER 9,159,024
		10	SHARED DISPOSITIVE POWER 0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,171,269
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.3%
14		TYPE OF REPORTING PERSON CO

PAGE 10 OF 16

CUSIP No. 053332102

1	NAME OF REPORTING PERSON Edward S. Lampert
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) X (b) _
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
		7	SOLE VOTING POWER 12,139,490
NUMBER OF SHARES BENEFICIALLY		8	SHARED VOTING POWER 0
OWNED BY EACH REPORTING PERSON WITH		9	SOLE DISPOSITIVE POWER 10,062,219
		10	SHARED DISPOSITIVE POWER 0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,171,269
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.3%
14		TYPE OF REPORTING PERSON IN

PAGE 11 OF 16

CUSIP No. 053332102

1	NAME OF REPORTING PERSON William C. Crowley
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a) X (b) _
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
		7	SOLE VOTING POWER 31,779
NUMBER OF SHARES BENEFICIALLY		8	SHARED VOTING POWER 0
OWNED BY EACH REPORTING PERSON WITH		9	SOLE DISPOSITIVE POWER 21,472
		10	SHARED DISPOSITIVE POWER 0
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,171,269
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 29.3%
14		TYPE OF REPORTING PERSON IN

PAGE 12 OF 16

This Amendment No. 39 to Schedule 13D (this “Amendment”) relates to shares of common stock, par value $0.01 per share (the "Shares"), of AutoZone, Inc., a Delaware corporation (the "Issuer"). This Amendment No. 39 amends the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission by ESL Partners, L.P., a Delaware limited partnership (“Partners”), ESL Institutional Partners, L.P., a Delaware limited partnership (“Institutional”), ESL Investors, L.L.C., a Delaware limited liability company (“Investors”), Acres Partners, L.P., a Delaware limited partnership (“Acres”), RBS Investment Management, L.L.C., a Delaware limited liability company (“RBSIM”), Tynan, LLC, a Delaware limited liability company (“Tynan”), RBS Partners, L.P., a Delaware limited partnership (“RBS”), ESL Investments, Inc., a Delaware corporation (“Investments”), Edward S. Lampert and William C. Crowley, both United States citizens, by furnishing the information set forth below. Partners, Institutional, Investors, Acres, RBSIM, Tynan, RBS, Investments, Mr. Lampert and Mr. Crowley are collectively defined as the “Filing Persons.” Except as otherwise specified in this Amendment, all previous Items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D, as previously amended, filed with the Securities and Exchange Commission.

The Filing Persons are filing this Amendment No. 39 to report recent open-market sales of Shares that have decreased the amount of Shares that the Filing Persons may be deemed to beneficially own by an amount greater than one percent of the outstanding Shares of the Issuer.

Item 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety as follows:

(a)-(b) As of July 25, 2011, the Filing Persons may be deemed to beneficially own an aggregate of 12,171,269 Shares (which represents approximately 29.3% of the 41,560,511 Shares outstanding as of June 10, 2011, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on June 15, 2011).

REPORTING PERSON

NUMBER OF SHARES BENEFICIALLY OWNED

Percentage of Outstanding Shares

SOLE VOTING POWER

SHARED VOTING POWER

SOLE DISPOSITIVE POWER

SHARED DISPOSITIVE POWER

ESL Partners, L.P.

12,171,269 (1)

29.3%

5,380,995

ESL Institutional Partners, L.P.

12,171,269 (1)

29.3%

1,281

ESL Investors, L.L.C.

12,171,269 (1)

29.3%

1,776,748

Acres Partners, L.P.

12,171,269 (1)

29.3%

2,000,000

RBS Investment Management, L.L.C.

12,171,269 (1)

29.3%

1,281 (2)

Tynan, LLC

12,171,269 (1)

29.3%

17,413

RBS Partners, L.P.

12,171,269 (1)

29.3%

7,157,743 (4)

ESL Investments, Inc.

12,171,269 (1)

29.3%

9,159,024 (5)

Edward S. Lampert

12,171,269 (1)

29.3%

12,139,490 (6)

10,062,219 (3)

William C. Crowley

12,171,269 (1)

29.3%

31,779 (7)

21,472 (3)

PAGE 13 OF 16

(1) This number consists of 5,380,995 Shares held by Partners, 1,281 Shares held by Institutional, 1,776,748 Shares held in an account established by the investment member of Investors, 2,000,000 Shares held by Acres, 17,413 Shares held by Tynan, 14,366 Shares held by Mr. Crowley, 2,951,644 Shares held by Mr. Lampert and 28,822 Shares held by The Lampert Foundation (formerly known as “The Edward and Kinga Lampert Foundation”), of which Mr. Lampert is a trustee.

(2) This number consists of 1,281 Shares held by Institutional.

(3) This number excludes Shares subject to the Lock-Up Agreement described herein.

(4) This number consists of 5,380,995 Shares held by Partners and 1,776,748 Shares held in an account established by the investment member of Investors.

(5) This number consists of 5,380,995 Shares held by Partners, 1,281 Shares held by Institutional, 1,776,748 Shares held in an account established by the investment member of Investors and 2,000,000 Shares held by Acres.

(6) This number consists of 5,380,995 Shares held by Partners, 1,281 Shares held by Institutional, 1,776,748 Shares held in an account established by the investment member of Investors, 2,000,000 Shares held by Acres, 2,951,644 Shares held by Mr. Lampert and 28,822 Shares held by The Lampert Foundation (formerly known as “The Edward and Kinga Lampert Foundation”), of which Mr. Lampert is a trustee.

(7) This number consists of 17,413 Shares held by Tynan and 14,366 Shares held by Mr. Crowley.

In addition, Mr. Crowley directly owns options, which are not exercisable in the next 60 days, to purchase 6,000 Shares.

(c) Other than as set forth in Annex A hereto, there have been no transactions in Shares by any of the Filing Persons since June 29, 2011, the record date of the last Amendment on Schedule 13D by the Filing Persons.

(d) Not applicable.

(e) Not applicable.

PAGE 14 OF 16

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: July 25, 2011

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