SC 13D/A 1 aamendmentno49january242012.htm aamendmentno49january242012.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. 49)*

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)

 

January 23, 2012

                                                                                                                                                 

(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 14

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

2,271,831

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

2,271,831

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,805,201

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.7%

14

 

TYPE OF REPORTING PERSON
PN

             

 

                                                                                                                                                             


 

PAGE 3 OF 14

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

634

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

634

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,805,201

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.7%

14

 

TYPE OF REPORTING PERSON
PN

             

 

                                                                                                                                                             


 

PAGE 4 OF 14

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

634

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

634

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,805,201

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.7%

14

 

TYPE OF REPORTING PERSON
OO

             

 

                                                                                                                                                             


 

PAGE 5 OF 14

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

8,550

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

8,550

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,805,201

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.7%

14

 

TYPE OF REPORTING PERSON
OO

             

 

                                                                                                                                                             


 

PAGE 6 OF 14

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

2,271,831

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

2,271,831

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,805,201

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.7%

14

 

TYPE OF REPORTING PERSON
PN

             

                                                                                                                                                             


 

PAGE 7 OF 14

 

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

2,272,465

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

2,272,465

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,805,201

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.7%

14

 

TYPE OF REPORTING PERSON
CO

             

 

                                                                                                                                                             


 

PAGE 8 OF 14

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

3,784,395

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

2,732,713

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,805,201

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.7%

14

 

TYPE OF REPORTING PERSON
IN

             

 

                                                                                                                                                             


 

PAGE 9 OF 14

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

20,806

 

NUMBER OF SHARES BENEFICIALLY

8

SHARED VOTING POWER

0

OWNED BY EACH REPORTING PERSON WITH

9

SOLE DISPOSITIVE POWER

16,225

 

10

SHARED DISPOSITIVE POWER

0

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

3,805,201

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

9.7%

14

 

TYPE OF REPORTING PERSON
IN

             

 

                                                                                                                                                             


 

PAGE 10 OF 14

                

               This Amendment No. 49 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. 4 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”), 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, 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. 49 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 January 24, 2012, the Filing Persons may be deemed to beneficially own an aggregate of 3,805,201 Shares (which represents approximately 9.7% of the 39,359,829 Shares outstanding as of December 12, 2011, as disclosed in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on December 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.

 

 

3,805,201(1)

 

 

9.7%

2,271,831

0

2,271,831

 

0

ESL Institutional Partners, L.P.

 

 

3,805,201(1)

 

9.7%

634

 

0

634

 

0

 

RBS Investment Management, L.L.C.

 

 

3,805,201(1)

 

 

9.7%

634 (2)

0

634 (2)

0

Tynan, LLC

 

3,805,201(1)

 

9.7%

8,550

0

8,550

0

 

RBS Partners, L.P.

 

 

3,805,201(1)

 

 

9.7%

 

2,271,831 (4)

 

0

 

2,271,831 (4)

 

0

ESL Investments, Inc.

 

 

3,805,201(1)

 

9.7%

 

2,272,465(5)

 

0

 

2,272,465(5)

 

0

Edward S. Lampert

 

3,805,201(1)

 

9.7%

 

3,784,395(6)

0

2,732,713 (3)

0

William C. Crowley

 

3,805,201(1)

 

9.7%

20,806(7)

0

16,225 (3)

0

                                                                                                                                                             


 

PAGE 11 OF 14

           

(1)        This number consists of 2,271,831 Shares held by Partners, 634 Shares held by Institutional,  8,550 Shares held by Tynan, 12,256 Shares held by Mr. Crowley, 1,466,537 Shares held by Mr. Lampert and 45,393 Shares held by The Lampert Foundation, of which Mr. Lampert is a trustee.

(2)        This number consists of 634 Shares held by Institutional.

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

(4)        This number consists of 2,271,831 Shares held by Partners.

(5)        This number consists of 2,271,831 Shares held by Partners and 634 Shares held by Institutional.

(6)        This number consists of 2,271,831 Shares held by Partners, 634 Shares held by Institutional, 1,466,537 Shares held by Mr. Lampert and 45,393 Shares held by The Lampert Foundation, of which Mr. Lampert is a trustee.

(7)        This number consists of 8,550 Shares held by Tynan and 12,256 Shares held by Mr. Crowley.

In addition, Mr. Crowley directly owns options, which are not exercisable in the next 60 days, to purchase 3,000 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 January 18, 2012, the record date of the last Amendment on Schedule 13D by the Filing Persons.

(d)        Not applicable.

(e)        Not applicable.

 

                                                                                                                                                             


 

PAGE 12 OF 14

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:  January 24, 2012

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 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

 

 

 

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

 

 

TYNAN, LLC

By:       /s/ William C. Crowley
Name:  William C. Crowley
Title:  Manager

 

RBS PARTNERS, L.P.

 

By:   ESL Investments, Inc., as its general partner

 

By:   /s/ Adrian J. Maizey

                                                                                                                                                             


 

PAGE 13 OF 14

        Name:  Adrian J. Maizey
Title:  Chief Financial Officer

 

 

ESL INVESTMENTS, INC.

 

By:   /s/ Adrian J. Maizey

        Name:  Adrian J. Maizey
Title:  Chief Financial Officer

 

 

EDWARD S. LAMPERT

 

 

/s/ Edward S. Lampert                      

 

WILLIAM C. CROWLEY

 

 

/s/ William C. Crowley  

 

                                                                                                                                                             


 

PAGE 14 OF 14

ANNEX A

Recent Transactions by the Filing Persons in the Securities of AutoZONE, Inc.

Entity

Date of Transaction

Nature of Transaction

Number of Shares of Common Stock

Weighted Average Price per Share ($)

ESL Partners, L.P.

1/20/2012

Open Market Sales

182,043

347.04

ESL Partners, L.P.

1/23/2012

Open Market Sales

61,594

347.13

ESL Partners, L.P.

1/24/2012

Open Market Sales

14,624

346.79

ESL Institutional Partners, L.P.

1/20/2012

Open Market Sales

51

347.04

ESL Institutional Partners, L.P.

1/23/2012

Open Market Sales

17

347.13

ESL Institutional Partners, L.P.

1/24/2012

Open Market Sales

4

346.79

Edward S. Lampert

1/20/2012

Open Market Sales

117,930

347.04

Edward S. Lampert

1/23/2012

Open Market Sales

38,595

347.13

Edward S. Lampert

1/23/2012

Bona Fide Gift to the Lampert Foundation

14,385

N/A

Edward S. Lampert

1/24/2012

Open Market Sales

10,182

346.79

The Lampert Foundation

1/20/2012

Open Market Sales

2,516

347.04

The Lampert Foundation

1/23/2012

Open Market Sales

1,217

347.13

The Lampert Foundation

1/23/2012

Bona Fide Gift from Edward S. Lampert

14,385

N/A

The Lampert Foundation

1/24/2012

Open Market Sales

301

346.79

Tynan, LLC [1] 

1/20/2012

Open Market Sales

708

347.04

Tynan, LLC [1]

1/23/2012

Open Market Sales

237

347.13

Tynan, LLC[1]

1/24/2012

Open Market Sales

59

346.79

William C. Crowley

1/20/2012

Open Market Sales

366

347.04

William C. Crowley

1/23/2012

Open Market Sales

125

347.13

William C. Crowley

1/24/2012

Open Market Sales

27

346.79

 




[1] William C. Crowley is the sole manager of and a member of Tynan, LLC.