UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 31, 2008 (July 29, 2008)
(Exact Name of Registrant as Specified in Charter)
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| Nevada
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1-10714
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62-1482048 |
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| (State or Other Jurisdiction
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(Commission File
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(I.R.S. Employer |
| of Incorporation
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Number)
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Identification No.) |
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| 123 South Front Street |
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| Memphis, Tennessee
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38103 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| ITEM 1.01. |
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ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT. |
On July 29, 2008, AutoZone, Inc. (the “Company”) entered into an Underwriting Agreement (the
“Underwriting Agreement”), between the Company and Banc of America Securities LLC, as
representative of the underwriters named in the Underwriting Agreement (the “Underwriters”),
whereby the Company agreed to sell and the Underwriters agreed to purchase, subject to and upon
terms and conditions set forth therein, $500 million aggregate principal amount of the Company’s
6.500% Senior Notes due 2014 and $250 million aggregate principal amount of the Company’s 7.125%
Senior Notes due 2018 under the Company’s shelf registration statement filed with the Securities
and Exchange Commission on July 29, 2008, on Form S-3 (File No. 333-152592). The Underwriting
Agreement contains customary representations, warranties and agreements of the Company and
customary conditions to closing, indemnification rights and obligations of the parties and
termination provisions. A copy of the Underwriting Agreement is attached hereto as Exhibit 1.1.
The foregoing summary does not purport to be complete and is qualified in its entirety by reference
to the Underwriting Agreement.
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| ITEM 9.01. |
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FINANCIAL STATEMENTS AND EXHIBITS |
(d) Exhibits
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1.1 |
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Underwriting Agreement, dated July 29, 2008, by and between the Company and
Banc of America Securities LLC, as representative of the several underwriters named
therein. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.
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| Dated: July 31, 2008 |
AUTOZONE, INC.
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By: |
/s/ William T. Giles
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Name: |
William T. Giles |
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Title: |
Chief Financial Officer and Executive Vice
President, Finance, Store Development and
Information Technology |
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