0001209191-11-053412.txt : 20111031 0001209191-11-053412.hdr.sgml : 20111031 20111031182120 ACCESSION NUMBER: 0001209191-11-053412 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111027 FILED AS OF DATE: 20111031 DATE AS OF CHANGE: 20111031 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: 111169280 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: 111169282 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: 111169283 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: 111169279 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: 111169284 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: 111169281 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: 111169285 MAIL ADDRESS: STREET 1: 200 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 4 1 doc4.xml FORM 4 SUBMISSION X0304 4 2011-10-27 0 0000866787 AUTOZONE INC AZO 0001183200 LAMPERT EDWARD S 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 0000860585 RBS PARTNERS L P /CT 200 GREENWICH AVENUE GREENWICH CT 06830 0 0 1 0 Common Stock, par value $0.01 per share 2011-10-27 4 S 0 35425 330.52 D 4439490 I See Footnotes Common Stock, par value $0.01 per share 2011-10-27 4 S 0 58703 331.16 D 4380787 I See Footnotes Common Stock, par value $0.01 per share 2011-10-27 4 S 0 6136 332.48 D 4374651 I See Footnotes Common Stock, par value $0.01 per share 2011-10-27 4 S 0 154 333.00 D 4374497 I See Footnotes Common Stock, par value $0.01 per share 2011-10-28 4 S 0 9453 328.38 D 4365044 I See Footnotes Common Stock, par value $0.01 per share 2011-10-28 4 S 0 1909 330.93 D 4363135 I See Footnotes Common Stock, par value $0.01 per share 2011-10-28 4 S 0 380 331.26 D 4362755 I See Footnotes Common Stock, par value $0.01 per share 2011-10-27 4 S 0 12754 330.52 D 1471007 I See Footnotes Common Stock, par value $0.01 per share 2011-10-27 4 S 0 21133 331.16 D 1449874 I See Footnotes Common Stock, par value $0.01 per share 2011-10-27 4 S 0 2209 332.48 D 1447665 I See Footnotes Common Stock, par value $0.01 per share 2011-10-27 4 S 0 56 333.00 D 1447609 I See Footnotes Common Stock, par value $0.01 per share 2011-10-28 4 S 0 8014 328.38 D 1439595 I See Footnotes Common Stock, par value $0.01 per share 2011-10-28 4 S 0 1618 330.93 D 1437977 I See Footnotes Common Stock, par value $0.01 per share 2011-10-28 4 S 0 323 331.26 D 1437654 I See Footnotes Common Stock, par value $0.01 per share 2011-10-27 4 S 0 8 330.52 D 1059 I See Footnotes Common Stock, par value $0.01 per share 2011-10-27 4 S 0 15 331.16 D 1044 I See Footnotes Common Stock, par value $0.01 per share 2011-10-27 4 S 0 2 332.48 D 1042 I See Footnotes Common Stock, par value $0.01 per share 2011-10-28 4 S 0 3 328.38 D 1039 I See Footnotes Common Stock, par value $0.01 per share 2011-10-28 4 S 0 1 330.93 D 1038 I See Footnotes Common Stock, par value $0.01 per share 2011-10-27 4 S 0 20206 330.52 D 2429446 D Common Stock, par value $0.01 per share 2011-10-27 4 S 0 33483 331.16 D 2395963 D Common Stock, par value $0.01 per share 2011-10-27 4 S 0 3499 332.48 D 2392464 D Common Stock, par value $0.01 per share 2011-10-27 4 S 0 88 333.00 D 2392376 D Common Stock, par value $0.01 per share 2011-10-28 4 S 0 9106 328.38 D 2383270 D Common Stock, par value $0.01 per share 2011-10-28 4 S 0 1839 330.93 D 2381431 D Common Stock, par value $0.01 per share 2011-10-28 4 S 0 366 331.26 D 2381065 D Common Stock, par value $0.01 per share 2000000 I See Footnotes This price represents the approximate weighted average price per share of common stock of AutoZone, Inc. (the "Issuer"), par value $0.01 per share (each, a "Share"), of sales that were executed at prices ranging from $330.00 to $330.99 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"). This Form 4 is filed on behalf of Mr. Lampert, ESL Investments, Inc. ("Investments"), Institutional, RBS Partners, L.P. ("RBS"), RBS Investment Management, L.L.C. ("RBSIM"), Partners and Investors. 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. This price represents the approximate weighted average price per Share, of sales that were executed at prices ranging from $331.00 to $331.88 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 $332.00 to $332.95 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 $328.00 to $328.62 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 $330.02 to $331.00 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 $331.05 to $331.60 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 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 Edward S. Lampert. These Shares are held by Acres Partners, L.P. ("Acres"). 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. Page /s/ Edward S. Lampert 2011-10-31 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, Chief Financial Officer 2011-10-31 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, Chief Financial Officer 2011-10-31 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, Chief Financial Officer 2011-10-31 ESL INVESTMENTS, INC., By: /s/ Adrian J. Maizey, Chief Financial Officer 2011-10-31 RBS INVESTMENT MANAGEMENT, L.L.C., By: ESL Investments, Inc., as its manager, By: /s/ Adrian J. Maizey, Chief Financial Officer 2011-10-31 RBS PARTNERS, L.P., By: ESL Investments, Inc., as its general partner, By: /s/ Adrian J. Maizey, Chief Financial Officer 2011-10-31