_____________
Form 10-K/A
[X] Annual Report under section 13 or 15(d)
of the Securities Exchange Act of 1934 for the fiscal year ended
August 28, 1999,
or
[ ] Transition report pursuant to section
13 or 15(d) of the Securities Exchange Act of 1934 For the transition period
from _____to
_____.
Commission file number 1-10714
AUTOZONE, INC.
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
123 South Front Street, Memphis, Tennessee 38103
(Address of principal executive offices) (Zip Code)
(901) 495-6500
Registrant's telephone number, including area code
Securities registered pursuant to Section 12(b) of the Act:
|
|
on which registered |
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($.01 par value) |
|
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K 0(§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]
The aggregate market value of the 126,263,042 shares of voting stock
of the registrant held by non-affiliates of the registrant (excluding,
for this purpose, shares held by officers, directors, or 10% stockholders)
was $3,432,776,454 based on the last sales price of the Common Stock on
October 12, 1999 as reported on the New York Stock Exchange. The number
of shares of Common Stock outstanding as of October 12, 1999, was 138,935,636.
Documents Incorporated By Reference
Portions of the Annual Report to Stockholders for the year ended August 28, 1999, filed as Exhibit 13.1 hereto, are incorporated by reference into Part II.
Portions of the definitive Proxy Statement dated October 25, 1999, for
the Annual Meeting of Stockholders to be held December 9, 1999, are incorporated
by reference into Part III.
NOTE:
This amended Form 10-K is being filed to physically attach excerpts from the Annual Report to Stockholders as Exhibit 13.1. The Annual Report had previously been provided as EDGAR form type ARS and incorporated by reference. The information contained in Exhibit 13.1 is unchanged from the information contained in the Annual Report as previously provided.
Item 5. Market for Registrant's Common Stock and Related Stockholder
Matters
Common Stock Market Prices
for our common stock as traded on the New York Stock Exchange as shown
in the section labeled "Quarterly Summary" of Exhibit 13.1 attached hereto
are incorporated herein by reference.
At October 12, 1999, we had
3,337 stockholders of record, excluding the number of beneficial owners
whose shares were represented by security position listings.
Item 6. Selected Financial Data
Selected financial data contained
in the section entitled "Ten-Year Review" of Exhibit 13.1 attached hereto
are incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations
The section entitled "Financial
Review" of Exhibit 13.1 attached hereto is incorporated herein by reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The subsection entitled "Financial
Market Risk" of the section entitled "Financial Review" of Exhibit 13.1
attached hereto is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The financial statements
and related notes and the section entitled "Quarterly Summary" of Exhibit
13.1 attached hereto are incorporated herein by reference.
PART IV Item 14. Exhibits, Financial Statement Schedules, and Reports On
Form 8-K
(a) 1. Financial Statements
The following financial statements
included in the Annual Report to Stockholders for the fiscal year ended
August 28, 1999, are incorporated by reference in Item 8:
Consolidated Statements of Income for the fiscal years ended August
28, 1999, August 29, 1998, and August 30, 1997
Consolidated Balance Sheets as of August 28, 1999, and August 29, 1998
Consolidated Statements of Stockholders' Equity for the fiscal years
ended August 28, 1999, August 29, 1998, and August 30, 1997
Consolidated Statements of Cash Flows for the fiscal years ended August
28, 1999, August 29, 1998, and August 30, 1997
Notes to Consolidated Financial Statements All other schedules are omitted
because the information is not required or because the information required
is included in the financial statements or notes thereto.
3. The following exhibits are filed as a part of this report:
(b) Reports on Form 8-K.
The Company filed a Current
Report on Form 8-K dated May 26, 1999, which contained a press release
announcing the Company's financial results for the quarter ended May 8,
1999.
SIGNATURES Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
AUTOZONE, INC.
By: /s/ Harry L. Goldsmith
Dated: March 4, 2002
SCHEDULE II
AUTOZONE, INC.
(1) Cost of product for warranty replacements, net of
salvage and amounts collected from customers.
__________________
2. Financial Statement Schedule II - Valuation and Qualifying Accounts
Report of Independent Auditors
Exhibit no.
Description of Exhibit
Restated Articles of Incorporation of AutoZone, Inc. Incorporated by
reference to Exhibit 3.1 to the Form 10-Q for the quarter ended February
13, 1999.
Amended and Restated By-laws of AutoZone, Inc. Incorporated by reference
to Exhibit 3.3 to the Form 10-K for the fiscal year ended August 29, 1998.
Registration Rights Agreement between AutoZone, Inc. and J. Dale Dawson
and Judith S. Dawson dated May 1, 1998. Incorporated by reference to the
Form 10-Q for the quarter ended May 9, 1998.
Senior Indenture, dated as of July 22, 1998, between AutoZone, Inc.
and the First National Bank of Chicago. Incorporated by reference to Exhibit
4.1 to the Form 8-K dated July 17, 1998.
Amended and Restated Director Stock Option Plan. Incorporated by reference
to Exhibit 4.1 to the Form S-8 (No. 333-88243) dated October 1, 1999.
Amended and Restated 1998 Director Compensation Plan. Incorporated
by reference to Exhibit 4.1 to the Form S-8 (No. 333-88241) dated October
1, 1999.
Amended and Restated Stock Option Plan, as amended on February 26,
1991. Incorporated by reference to Exhibit 10.4 to the Form S-1 (No. 33-39197)
filed April 1, 1991.
Amendment No. 1 dated December 18, 1992, to the Amended and Restated
Stock Option Plan. Incorporated by reference to Exhibit 10.5 to the Form
10-K for the fiscal year ended August 28, 1993.
Second Amended and Restated 1996 Stock Option Plan. Incorporated by
reference to Appendix B to the definitive Proxy Statement as filed with
the Securities and Exchange Commission on November 2, 1998.
Employment and Non-Compete Agreement between John C. Adams, Jr., and
AutoZone, Inc., dated June 11, 1997. Incorporated by reference to the Form
10-K for the fiscal year ended August 29, 1997.
Employment and Non-Compete Agreement between Timothy D. Vargo, and
AutoZone, Inc., dated June 11, 1997. Incorporated by reference to the Form
10-K for the fiscal year ended August 29, 1997.
Employment and Non-Compete Agreement between Robert J. Hunt, and AutoZone,
Inc., dated June 11, 1997. Incorporated by reference to the Form 10-K for
the fiscal year ended August 29, 1997.
Employment and Non-Compete Agreement between Stephen W. Valentine,
and AutoZone, Inc., dated July 7,1997. Incorporated by reference to the
Form 10-K for the fiscal year ended August 29, 1997.
Employment and Non-Compete Agreement between Harry L. Goldsmith, and
AutoZone, Inc., dated June 11, 1997. Incorporated by reference to the Form
10-K for the fiscal year ended August 29, 1997.
Executive Incentive Compensation Plan. Incorporated by reference to
Exhibit A to the definitive Proxy Statement dated November 14, 1994.
Amended and Restated Agreement between J.R. Hyde, III, and AutoZone,
Inc., dated October 23, 1997. Incorporated by reference to Exhibit
10.1 to the Form 10-Q for the quarter ended November 22, 1997.
Credit Agreement among AutoZone, Inc., as Borrower, the several lenders
from time to time party thereto, NationsBank, N.A., as Agent, and SunTrust
Bank, Nashville, N.A. as Co-Agent, dated December 20, 1996. Incorporated
by reference to Exhibit 10.1 to the Form 10-Q/A for the quarter ended February
15, 1997.
Amendment No. 1, dated February 10, 1998, to Credit Agreement among
AutoZone, Inc., as Borrower, the several lenders from time to time party
thereto, NationsBank, N.A., as Agent, and SunTrust Bank, Nashville, N.A.
as Co-Agent, dated December 20, 1996. Incorporated by reference to Exhibit
10.2 to the Form 10-Q for the quarter ended February 14, 1998.
Amendment No. 2 to Credit Agreement among AutoZone, Inc., as Borrower,
the several lenders from time to time party thereto, NationsBank, N.A.,
as Agent, and SunTrust Bank, Nashville, N.A. as Co-Agent, dated December
20, 1996. Incorporated by reference to Exhibit 10.3 to the Form 10-Q for
the quarter ended November 21, 1998.
Credit Agreement, dated November 13, 1998, between AutoZone, Inc.,
as Borrower, the several lenders from time to time party thereto,
and NationsBank, N.A., as Agent. Incorporated by reference to Exhibit 10.5
to the Form 10-Q for the quarter ended November 21, 1998.
Amendment No. 1, dated July 16, 1999, to Credit Agreement dated November
13, 1998, between AutoZone, Inc., as Borrower, the several lenders from
time to time party thereto, and NationsBank, N.A., as Agent.**
Excerpts from the Annual Report to Stockholders for the fiscal year
ended August 28, 1999.
Subsidiaries of the Registrant.**
Consent of Ernst & Young LLP.
Financial Data Schedule (SEC Use Only).**
*Management contract or compensatory plan or arrangement.
**Previously filed.
Harry L. Goldsmith
Senior Vice President
& Secretary
VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
COL E
Beginning of Period
Describe
End of Period
Charged to Other Accounts-Describe
Year Ended August 30, 1997:
Reserve for warranty claims
(1)
$19,122
Other reserves
11,227
Year Ended August 29, 1998:
Reserve for warranty claims
(1)
$20,786
Other reserves
14,296
Year Ended August 28, 1999:
Reserve for warranty claims
(1)
$32,950
Other reserves
(2) Purchase accounting adjustments related to the acquisition
of Chief Auto Parts Inc.
(3) Amount includes items classified in other accrued
expenses and other long-term liabilities.
Exhibit no.
Description of Exhibit
Restated Articles of Incorporation of AutoZone, Inc. Incorporated by
reference to Exhibit 3.1 to the Form 10-Q for the quarter ended February
13, 1999.
Amended and Restated By-laws of AutoZone, Inc. Incorporated by reference
to Exhibit 3.3 to the Form 10-K for the fiscal year ended August 29, 1998.
Registration Rights Agreement between AutoZone, Inc. and J. Dale Dawson
and Judith S. Dawson dated May 1, 1998. Incorporated by reference to the
Form 10-Q for the quarter ended May 9, 1998.
Senior Indenture, dated as of July 22, 1998, between AutoZone, Inc.
and the First National Bank of Chicago. Incorporated by reference to Exhibit
4.1 to the Form 8-K dated July 17, 1998.
Amended and Restated Director Stock Option Plan. Incorporated by reference
to Exhibit 4.1 to the Form S-8 (No. 333-88243) dated October 1, 1999.
Amended and Restated 1998 Director Compensation Plan. Incorporated
by reference to Exhibit 4.1 to the Form S-8 (No. 333-88241) dated October
1, 1999.
Amended and Restated Stock Option Plan, as amended on February 26,
1991. Incorporated by reference to Exhibit 10.4 to the Form S-1 (No. 33-39197)
filed April 1, 1991.
Amendment No. 1 dated December 18, 1992, to the Amended and Restated
Stock Option Plan. Incorporated by reference to Exhibit 10.5 to the Form
10-K for the fiscal year ended August 28, 1993.
Second Amended and Restated 1996 Stock Option Plan. Incorporated by
reference to Appendix B to the definitive Proxy Statement as filed with
the Securities and Exchange Commission on November 2, 1998.
Employment and Non-Compete Agreement between John C. Adams, Jr., and
AutoZone, Inc., dated June 11, 1997. Incorporated by reference to the Form
10-K for the fiscal year ended August 29, 1997.
Employment and Non-Compete Agreement between Timothy D. Vargo, and
AutoZone, Inc., dated June 11, 1997. Incorporated by reference to the Form
10-K for the fiscal year ended August 29, 1997.
Employment and Non-Compete Agreement between Robert J. Hunt, and AutoZone,
Inc., dated June 11, 1997. Incorporated by reference to the Form 10-K for
the fiscal year ended August 29, 1997.
Employment and Non-Compete Agreement between Stephen W. Valentine,
and AutoZone, Inc., dated July 7,1997. Incorporated by reference to the
Form 10-K for the fiscal year ended August 29, 1997.
Employment and Non-Compete Agreement between Harry L. Goldsmith, and
AutoZone, Inc., dated June 11, 1997. Incorporated by reference to the Form
10-K for the fiscal year ended August 29, 1997.
Executive Incentive Compensation Plan. Incorporated by reference to
Exhibit A to the definitive Proxy Statement dated November 14, 1994.
Amended and Restated Agreement between J.R. Hyde, III, and AutoZone,
Inc., dated October 23, 1997. Incorporated by reference to Exhibit
10.1 to the Form 10-Q for the quarter ended November 22, 1997.
Credit Agreement among AutoZone, Inc., as Borrower, the several lenders
from time to time party thereto, NationsBank, N.A., as Agent, and SunTrust
Bank, Nashville, N.A. as Co-Agent, dated December 20, 1996. Incorporated
by reference to Exhibit 10.1 to the Form 10-Q/A for the quarter ended February
15, 1997.**
Amendment No. 1, dated February 10, 1998, to Credit Agreement among
AutoZone, Inc., as Borrower, the several lenders from time to time party
thereto, NationsBank, N.A., as Agent, and SunTrust Bank, Nashville, N.A.
as Co-Agent, dated December 20, 1996. Incorporated by reference to Exhibit
10.2 to the Form 10-Q for the quarter ended February 14, 1998.
Amendment No. 2 to Credit Agreement among AutoZone, Inc., as Borrower,
the several lenders from time to time party thereto, NationsBank, N.A.,
as Agent, and SunTrust Bank, Nashville, N.A. as Co-Agent, dated December
20, 1996. Incorporated by reference to Exhibit 10.3 to the Form 10-Q for
the quarter ended November 21, 1998.**
Credit Agreement, dated November 13, 1998, between AutoZone, Inc.,
as Borrower, the several lenders from time to time party thereto,
and NationsBank, N.A., as Agent. Incorporated by reference to Exhibit 10.5
to the Form 10-Q for the quarter ended November 21, 1998.
Amendment No. 1, dated July 16, 1999, to Credit Agreement dated November
13, 1998, between AutoZone, Inc., as Borrower, the several lenders from
time to time party thereto, and NationsBank, N.A., as Agent.**
Excerpts from the Annual Report to Stockholders for the fiscal year
ended August 28, 1999.
Subsidiaries of the Registrant.**
Consent of Ernst & Young LLP.
Financial Data Schedule (SEC Use Only).**
*Management contract or compensatory plan or arrangement.
**Previously filed.