UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
AUTOZONE, INC.
(Exact name of registrant as specified in its charter)
Nevada 62-1482048
(State of incorporation (IRS Employer
or organization) Identification No.)
123 South Front Street, Memphis, Tennessee 38103
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section
12(b) of the Exchange Act and 12(g) of the Exchange Act and is
is effective pursuant to effective pursuant to General
General Instruction A(c), Instruction A(d), check the
check the following box. [X] following box. [ ]
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Preferred Share Purchase Rights New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
(Title of Class)
Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.
On March 21, 2000 the Board of Directors of AutoZone, Inc. (the
"Company") adopted a Stockholder Rights Plan.
In connection with the Rights Plan, the Board of Directors of
the Company declared a dividend of one preferred share purchase right
(the "Rights") for each outstanding share of common stock, par value $.01
per share (the "Common Shares"), of the Company outstanding at the close
of business on April 14, 2000 (the "Record Date"). Each Right will
entitle the registered holder thereof, after the Rights become
exercisable and until March 21, 2010 (or the earlier redemption, exchange
or termination of the Rights), to purchase from the Company one one-
thousandth (1/1,000th) of a share of Series A Junior Participating
Preferred Stock, par value $.001 per share (the "Preferred Shares"), at a
price of $125 per one one-thousandth (1/1,000th) of a Preferred Share,
subject to certain anti-dilution adjustments (the "Purchase Price").
Until the earlier to occur of (i) ten (10) days following a public
announcement that a person or group of affiliated or associated persons
has acquired, or obtained the right to acquire, beneficial ownership of
15% or more of the Common Shares (an "Acquiring Person") or (ii) ten (10)
business days (or such later date as may be determined by action of the
Board of Directors prior to such time as any person or group of
affiliated persons becomes an Acquiring Person) following the
commencement or announcement of an intention to make a tender offer or
exchange offer the consummation of which would result in the beneficial
ownership by a person or group of 15% or more of the Common Shares (the
earlier of (i) and (ii) being called the "Distribution Date"), the Rights
will be evidenced, with respect to any of the Common Share certificates
outstanding as of the Record Date, by such Common Share certificate. The
Rights will be transferred with and only with the Common Shares until the
Distribution Date or earlier redemption or expiration of the Rights. As
soon as practicable following the Distribution Date, separate
certificates evidencing the Rights ("Right Certificates") will be mailed
to holders of record of the Common Shares as of the close of business on
the Distribution Date and such separate Right Certificates alone will
evidence the Rights. The Rights will at no time have any voting rights.
Each Preferred Share purchasable upon exercise of the Rights
will be entitled, when, as and if declared, to a minimum preferential
quarterly dividend payment of $1.00 per share but will be entitled to an
aggregate dividend of 1,000 times the dividend, if any, declared per
Common Share. In the event of liquidation, dissolution or winding up of
the Company, the holders of the Preferred Shares will be entitled to a
preferential liquidation payment of $1,000 per share plus any accrued but
unpaid dividends but will be entitled to an aggregate payment of 1,000
times the payment made per Common Share. Each Preferred Share will have
1,000 votes and will vote together with the Common Shares. Finally, in
the event of any merger, consolidation or other transaction in which
Common Shares are exchanged, each Preferred Share will be entitled to
receive 1,000 times the amount received per Common Share. Preferred
Shares will not be redeemable. These Rights are protected by customary
anti-dilution provisions. Because of the nature of the Preferred Share's
dividend, liquidation and voting rights, the value of one one-thousandth
of a Preferred Share purchasable upon exercise of each Right should
approximate the value of one Common Share.
In the event that a Person becomes an Acquiring Person or if
the Company were the surviving corporation in a merger with an Acquiring
Person or any affiliate or associate of an Acquiring Person and the
Common Shares were not changed or exchanged, each holder of a Right,
other than Rights that are or were acquired or beneficially owned by the
Acquiring Person (which Rights will thereafter be void), will thereafter
have the right to receive upon exercise that number of Common Shares
having a market value of two times the then current Purchase Price of one
Right. In the event that, after a person has become an Acquiring Person,
the Company were acquired in a merger or other business combination
transaction or more than 50% of its assets or earning power were sold,
proper provision shall be made so that each holder of a Right shall
thereafter have the right to receive, upon the exercise thereof at the
then current Purchase Price of the Right, that number of shares of common
stock of the acquiring company which at the time of such transaction
would have a market value of two times the then current Purchase Price of
one Right.
At any time after a Person becomes an Acquiring Person and
prior to the earlier of one of the events described in the last sentence
in the previous paragraph or the acquisition by such Acquiring Person of
50% or more of the then outstanding Common Shares, the Board of Directors
may cause the Company to exchange the Rights (other than Rights owned by
an Acquiring Person which have become void), in whole or in part, for
Common Shares at an exchange rate of one Common Share per Right (subject
to adjustment).
The Rights may be redeemed in whole, but not in part, at a
price of $.001 per Right (the "Redemption Price") by the Board of
Directors at any time prior to the time that an Acquiring Person has
become such. The redemption of the Rights may be made effective at such
time, on such basis and with such conditions as the Board of Directors in
its sole discretion may establish. Immediately upon any redemption of the
Rights, the right to exercise the Rights will terminate and the only
right of the holders of Rights will receive the Redemption Price.
The Rights will expire on March 21, 2010 (unless earlier
redeemed, exchanged or terminated). First Chicago Trust Company of New
York is the Rights Agent.
The Purchase Price payable, and the number of one one-
thousandths of a Preferred Share or other securities or property
issuable, upon exercise of the Rights are subject to adjustment from time
to time to prevent dilution (i) in the event of a stock dividend on, or a
subdivision, combination or reclassification of, the Preferred Shares,
(ii) upon the grant to holders of the Preferred Shares of certain rights
or warrants to subscribe for or purchase Preferred Shares or convertible
securities at less than the current market price of the Preferred Shares
or (iii) upon the distribution to holders of the Preferred Shares of
evidences of indebtedness, cash, securities or assets (excluding regular
periodic cash dividends at a rate not in excess of 125% of the rate of
the last regular periodic cash dividend theretofore paid or, in case
regular periodic cash dividends have not theretofore been paid, at a rate
not in excess of 50% of the average net income per share of the Company
for the four quarters ended immediately prior to the payment of such
dividend, or dividends payable in Preferred Shares (which dividends will
be subject to the adjustment described in clause (i) above)) or of
subscription rights or warrants (other than those referred to above).
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company beyond those as an
existing stockholder, including, without limitation, the right to vote or
to receive dividends.
Any of the provisions of the Rights Agreement dated as of March
21, 2000 between the Company and the Rights Agent (the "Rights
Agreement") may be amended by the Board of Directors of the Company for
so long as the Rights are then redeemable, and after the Rights are no
longer redeemable, the Company may amend or supplement the Rights
Agreement in any manner that does not adversely affect the interests of
the holder of the Rights.
One Right will be distributed to stockholders of the Company
for each Common Share owned of record by them on April 14, 2000. As long
as the Rights are attached to the Common Shares, the Company will issue
one Right with each new Common Share so that all such shares will have
attached Rights. The Company has agreed that, from and after the
Distribution Date, the Company will reserve 200,000 Preferred Shares
initially for issuance upon exercise of the Rights.
The rights are designed to assure that all of the Company's
stockholders receive fair and equal treatment in the event of any
proposed takeover of the Company and to guard against partial tender
offers, open market accumulations and other abusive tactics to gain
control of the Company without paying all stockholders a control premium.
The Rights will cause substantial dilution to a person or group that
acquires 15% or more of the Company's stock on terms not approved by the
Company's Board of Directors. The Rights should not interfere with any
merger or other business combination approved by the Board of Directors
at any time prior to the first date that a Person or group has become an
Acquiring Person.
The Rights Agreement specifying the terms of the Rights and the
text of the press release announcing the declaration of the Rights, are
incorporated herein by reference as exhibits to this Current Report. The
foregoing description of the Rights is qualified in its entirety by
reference to such exhibits.
Item 2. EXHIBITS
4. Rights Agreement, dated as of March 21, 2000, between
AutoZone, Inc. and First Chicago Trust Company of New York
which includes the form of Certificate of Designations of the
Series A Junior Participating Preferred Stock of AutoZone, Inc.
as Exhibit A, the form of Right Certificate as Exhibit B and
the Summary of Rights to Purchase Preferred Shares as Exhibit C
(incorporated by reference to Exhibit 4 of AutoZone, Inc.'s
Current Report on Form 8-K dated March 21, 2000).
99. Text of Press Release, dated March 21, 2000 (incorporated
by reference to Exhibit 99 of AutoZone, Inc.'s Current Report
on Form 8-K dated March 21, 2000).
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned hereunto duly
authorized.
AUTOZONE, INC.
Dated: April 10, 2000 By: /s/ Robert J. Hunt
----------------------------
Robert J. Hunt
Executive Vice President
& Chief Financial Officer
EXHIBIT INDEX
4. Rights Agreement, dated as of March 21, 2000, between
AutoZone, Inc. and First Chicago Trust Company of New York
which includes the form of Certificate of Designations of the
Series A Junior Participating Preferred Stock of AutoZone, Inc.
as Exhibit A, the form of Right Certificate as Exhibit B and
the Summary of Rights to Purchase Preferred Shares as Exhibit C
(incorporated by reference to Exhibit 4 of AutoZone, Inc.'s
Current Report on Form 8-K dated March 21, 2000).
99. Text of Press Release, dated March 21, 2000 (incorporated
by reference to Exhibit 99 of AutoZone, Inc.'s Current Report
on Form 8-K dated March 21, 2000).