UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 48)*
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 18, 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 14 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 | ||||
|
3 |
SEC USE ONLY | |||||
|
4 |
SOURCE OF FUNDS | |||||
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £ | |||||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION | |||||
|
|
7 |
SOLE VOTING POWER 2,530,092 | ||||
|
NUMBER OF SHARES BENEFICIALLY |
8 |
SHARED VOTING POWER 0 | ||||
|
OWNED BY EACH REPORTING PERSON WITH |
9 |
SOLE DISPOSITIVE POWER 2,530,092 | ||||
|
|
10 |
SHARED DISPOSITIVE POWER 0 | ||||
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,235,797 | ||||
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ | ||||
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.8% | ||||
|
14 |
|
TYPE OF REPORTING PERSON | ||||
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 | ||||
|
3 |
SEC USE ONLY | |||||
|
4 |
SOURCE OF FUNDS | |||||
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £ | |||||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION | |||||
|
|
7 |
SOLE VOTING POWER 706 | ||||
|
NUMBER OF SHARES BENEFICIALLY |
8 |
SHARED VOTING POWER 0 | ||||
|
OWNED BY EACH REPORTING PERSON WITH |
9 |
SOLE DISPOSITIVE POWER 706 | ||||
|
|
10 |
SHARED DISPOSITIVE POWER 0 | ||||
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,235,797 | ||||
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ | ||||
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.8% | ||||
|
14 |
|
TYPE OF REPORTING PERSON | ||||
PAGE 4 OF 14
CUSIP No. 053332102
|
1 |
NAME OF REPORTING PERSON
|
| ||||
|
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) X | ||||
|
3 |
SEC USE ONLY | |||||
|
4 |
SOURCE OF FUNDS | |||||
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £ | |||||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION | |||||
|
|
7 |
SOLE VOTING POWER 706 | ||||
|
NUMBER OF SHARES BENEFICIALLY |
8 |
SHARED VOTING POWER 0 | ||||
|
OWNED BY EACH REPORTING PERSON WITH |
9 |
SOLE DISPOSITIVE POWER 706 | ||||
|
|
10 |
SHARED DISPOSITIVE POWER 0 | ||||
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,235,797 | ||||
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ | ||||
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.8% | ||||
|
14 |
|
TYPE OF REPORTING PERSON | ||||
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 | ||||
|
3 |
SEC USE ONLY | |||||
|
4 |
SOURCE OF FUNDS | |||||
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £ | |||||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION | |||||
|
|
7 |
SOLE VOTING POWER 9,554 | ||||
|
NUMBER OF SHARES BENEFICIALLY |
8 |
SHARED VOTING POWER 0 | ||||
|
OWNED BY EACH REPORTING PERSON WITH |
9 |
SOLE DISPOSITIVE POWER 9,554 | ||||
|
|
10 |
SHARED DISPOSITIVE POWER 0 | ||||
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,235,797 | ||||
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ | ||||
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.8% | ||||
|
14 |
|
TYPE OF REPORTING PERSON | ||||
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 | ||||
|
3 |
SEC USE ONLY | |||||
|
4 |
SOURCE OF FUNDS | |||||
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £ | |||||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION | |||||
|
|
7 |
SOLE VOTING POWER 2,530,092 | ||||
|
NUMBER OF SHARES BENEFICIALLY |
8 |
SHARED VOTING POWER 0 | ||||
|
OWNED BY EACH REPORTING PERSON WITH |
9 |
SOLE DISPOSITIVE POWER 2,530,092 | ||||
|
|
10 |
SHARED DISPOSITIVE POWER 0 | ||||
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,235,797 | ||||
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ | ||||
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.8% | ||||
|
14 |
|
TYPE OF REPORTING PERSON | ||||
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 | ||||
|
3 |
SEC USE ONLY | |||||
|
4 |
SOURCE OF FUNDS | |||||
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £ | |||||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION | |||||
|
|
7 |
SOLE VOTING POWER 2,530,798 | ||||
|
NUMBER OF SHARES BENEFICIALLY |
8 |
SHARED VOTING POWER 0 | ||||
|
OWNED BY EACH REPORTING PERSON WITH |
9 |
SOLE DISPOSITIVE POWER 2,530,798 | ||||
|
|
10 |
SHARED DISPOSITIVE POWER 0 | ||||
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,235,797 | ||||
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ | ||||
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.8% | ||||
|
14 |
|
TYPE OF REPORTING PERSON | ||||
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 | ||||
|
3 |
SEC USE ONLY | |||||
|
4 |
SOURCE OF FUNDS | |||||
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £ | |||||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION | |||||
|
|
7 |
SOLE VOTING POWER 4,213,469 | ||||
|
NUMBER OF SHARES BENEFICIALLY |
8 |
SHARED VOTING POWER 0 | ||||
|
OWNED BY EACH REPORTING PERSON WITH |
9 |
SOLE DISPOSITIVE POWER 3,043,228 | ||||
|
|
10 |
SHARED DISPOSITIVE POWER 0 | ||||
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,235,797 | ||||
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ | ||||
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.8% | ||||
|
14 |
|
TYPE OF REPORTING PERSON | ||||
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 | ||||
|
3 |
SEC USE ONLY | |||||
|
4 |
SOURCE OF FUNDS | |||||
|
5 |
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) £ | |||||
|
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION | |||||
|
|
7 |
SOLE VOTING POWER 22,328 | ||||
|
NUMBER OF SHARES BENEFICIALLY |
8 |
SHARED VOTING POWER 0 | ||||
|
OWNED BY EACH REPORTING PERSON WITH |
9 |
SOLE DISPOSITIVE POWER 17,229 | ||||
|
|
10 |
SHARED DISPOSITIVE POWER 0 | ||||
|
11 |
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,235,797 | ||||
|
12 |
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES £ | ||||
|
13 |
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.8% | ||||
|
14 |
|
TYPE OF REPORTING PERSON | ||||
PAGE 10 OF 14
This Amendment No. 48 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. 48 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. 48 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 19, 2012, the Filing Persons may be deemed to beneficially own an aggregate of 4,235,797 Shares (which represents approximately 10.8% 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.
|
4,235,797 (1) |
10.8% |
2,530,092 |
0 |
2,530,092 |
0 |
|
ESL Institutional Partners, L.P.
|
4,235,797 (1) |
10.8% |
706 |
0 |
706 |
0 |
|
RBS Investment Management, L.L.C.
|
4,235,797 (1) |
10.8% |
706 (2) |
0 |
706 (2) |
0 |
|
Tynan, LLC |
4,235,797 (1) |
10.8% |
9,554 |
0 |
9,554 |
0 |
|
RBS Partners, L.P.
|
4,235,797 (1) |
10.8% |
2,530,092 (4) |
0 |
2,530,092 (4) |
0 |
|
ESL Investments, Inc.
|
4,235,797 (1) |
10.8% |
2,530,798 (5) |
0 |
2,530,798 (5) |
0 |
|
Edward S. Lampert
|
4,235,797 (1) |
10.8%
|
4,213,469(6) |
0 |
3,043,228 (3) |
0 |
|
William C. Crowley |
4,235,797 (1) |
10.8% |
22,328(7) |
0 |
17,229 (3) |
0 |
PAGE 11 OF 14
(1) This number consists of 2,530,092 Shares held by Partners, 706 Shares held by Institutional, 9,554 Shares held by Tynan, 12,774 Shares held by Mr. Crowley, 1,647,629 Shares held by Mr. Lampert and 35,042 Shares held by The Lampert Foundation, of which Mr. Lampert is a trustee.
(2) This number consists of 706 Shares held by Institutional.
(3) This number excludes Shares subject to the Lock-Up Agreement described herein.
(4) This number consists of 2,530,092 Shares held by Partners.
(5) This number consists of 2,530,092 Shares held by Partners and 706 Shares held by Institutional.
(6) This number consists of 2,530,092 Shares held by Partners, 706 Shares held by Institutional, 1,647,629 Shares held by Mr. Lampert and 35,042 Shares held by The Lampert Foundation, of which Mr. Lampert is a trustee.
(7) This number consists of 9,554 Shares held by Tynan and 12,774 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) On January 1, 2012, the Issuer issued 154 restricted stock units, representing Shares of the Issuer, to Mr. Crowley in lieu of quarterly retainer fees, in accordance with the AutoZone, Inc., 2011 Equity Incentive Award Plan and the AutoZone, Inc. 2011 Director Compensation Plan.
Other than as described above or as set forth in Annex A hereto, there have been no transactions in Shares by any of the Filing Persons since December 30, 2011, 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 19, 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 10 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. |
1/17/2012 |
Open Market Sales |
143,312 |
345.36 |
|
ESL Partners, L.P. |
1/18/2012 |
Open Market Sales |
47,468 |
345.37 |
|
ESL Partners, L.P. |
1/18/2012 |
Open Market Sales |
91,257 |
346.42 |
|
ESL Partners, L.P. |
1/19/2012 |
Open Market Sales |
155,590 |
346.57 |
|
ESL Institutional Partners, L.P. |
1/17/2012 |
Open Market Sales |
37 |
345.36 |
|
ESL Institutional Partners, L.P. |
1/18/2012 |
Open Market Sales |
13 |
345.37 |
|
ESL Institutional Partners, L.P. |
1/18/2012 |
Open Market Sales |
26 |
346.42 |
|
ESL Institutional Partners, L.P. |
1/19/2012 |
Open Market Sales |
43 |
346.57 |
|
Edward S. Lampert |
1/17/2012 |
Open Market Sales |
72,777 |
345.36 |
|
Edward S. Lampert |
1/18/2012 |
Open Market Sales |
31,041 |
345.37 |
|
Edward S. Lampert |
1/18/2012 |
Open Market Sales |
59,675 |
346.42 |
|
Edward S. Lampert |
1/19/2012 |
Open Market Sales |
101,459 |
346.57 |
|
The Lampert Foundation |
1/17/2012 |
Open Market Sales |
1,813 |
345.36 |
|
The Lampert Foundation |
1/18/2012 |
Open Market Sales |
659 |
345.37 |
|
The Lampert Foundation |
1/18/2012 |
Open Market Sales |
1,266 |
346.42 |
|
The Lampert Foundation |
1/19/2012 |
Open Market Sales |
2,156 |
346.57 |
|
Tynan, LLC 1 |
1/17/2012 |
Open Market Sales |
510 |
345.36 |
|
Tynan, LLC1 |
1/18/2012 |
Open Market Sales |
185 |
345.37 |
|
Tynan, LLC1 |
1/18/2012 |
Open Market Sales |
356 |
346.42 |
|
Tynan, LLC1 |
1/19/2012 |
Open Market Sales |
607 |
346.57 |
|
William C. Crowley |
1/17/2012 |
Open Market Sales |
284 |
345.36 |
|
William C. Crowley |
1/18/2012 |
Open Market Sales |
95 |
345.37 |
|
William C. Crowley |
1/18/2012 |
Open Market Sales |
184 |
346.42 |
|
William C. Crowley |
1/19/2012 |
Open Market Sales |
307 |
346.57 |
1William C. Crowley is the sole manager of and a member of Tynan, LLC.