SEC Filing | AutoZone, Inc

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As filed with the Securities and Exchange Commission on October 1, 2002

Registration No. 333-

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

AutoZone, Inc.

(Exact name of registrant as specified in its charter)


Nevada		62-1482048
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

123 South Front Street

Memphis, Tennessee 38103

(901) 495-6500

(Address of principal executive offices, including zip code, and phone number, including area code)

Harry L. Goldsmith

Senior Vice President, General Counsel & Secretary

123 South Front Street

Memphis, Tennessee 38103

(901) 495-6500

(Name, address, including zip code, telephone number, including area code, of agent for service)

Copies to:


Gary Olson, Esq. Latham & Watkins 633 West Fifth Street, Suite 4000 Los Angeles, CA 90071 (213) 485-1234		Glenn M. Reiter, Esq. Simpson Thacher & Bartlett 425 Lexington Avenue New York, NY 10017 (212) 455-2000

Approximate Date Of Commencement Of Proposed Sale To The Public: From time to time after this registration statement becomes effective.

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. þ

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If delivery of the same prospectus is expected to be made pursuant to Rule 434, please check the following box. o

CALCULATION OF REGISTRATION FEE






Title of Each Class of Securities	Amount to be	Proposed Maximum Aggregate	Amount of
to be Registered	Registered(1)	Offering Price(2)	Registration Fee(3)


Debt securities	$500,000,000	$500,000,000	$46,000


(1)	There is being registered hereunder an indeterminate principal amount or number of debt securities of AutoZone, Inc. as may from time to time be issued at indeterminate prices (in U.S. dollars or the equivalent thereof in any other currency, composite currency or currency unit). In no event will the aggregate offering price of all securities issued from time to time pursuant to this registration statement exceed $500,000,000.

(2)	Estimated solely for the purpose of calculating the registration fee, which is calculated in accordance with Rule 457(o) of the rules and regulations under the Securities Act of 1933, as amended. If any debt securities are issued with original issue discount, such greater amount as shall result in proceeds of $500,000,000 to AutoZone.

(3)	The registration fee has been calculated in accordance with Rule 457(p) of the Securities Act of 1933, and the registration fee of $14,750 relating to $50,000,000 of unissued debt securities previously registered on Form S-3 (Registration Statement No. 333-58565, filed on July 6, 1998) is being carried forward. The amount of registration fee for this registration statement has been offset by such previously paid amount.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED OCTOBER 1, 2002

PROSPECTUS

AutoZone, Inc.

$500,000,000

DEBT SECURITIES

We may offer and sell the debt securities from time to time in one or more offerings. This prospectus provides you with a general description of the debt securities that we may offer.

Each time we sell debt securities we will provide a prospectus supplement to this prospectus that contains specific information about the offering and the terms of the debt securities. The prospectus supplement may also add, update or change information contained in this prospectus. You should carefully read this prospectus and any prospectus supplement before you invest in any of our debt securities.

We may offer and sell senior and subordinated debt securities under this prospectus.

We have not yet determined whether any of the debt securities will be listed on any exchange or over-the-counter market. If we decide to seek the listing of the debt securities, the prospectus supplement relating to such debt securities will disclose the exchange or market on which the debt securities will be listed.

Investment in the debt securities described herein involves a degree of risk. See “Risk Factors” beginning on page 4.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The debt securities will be sold directly by us, through agents, dealers or underwriters designated from time to time, or through a combination of such methods. If our agents or any dealers or underwriters are involved in the sale of the debt securities, the names of such agents, dealers or underwriters and any applicable commissions or discounts will be set forth in the applicable prospectus supplement.

This prospectus may not be used to consummate sales of debt securities unless accompanied by an applicable prospectus supplement.

The date of this prospectus is October , 2002.

TABLE OF CONTENTS


TABLE OF CONTENTS
WHERE YOU CAN FIND MORE INFORMATION
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
AUTOZONE, INC.
RISK FACTORS
FORWARD-LOOKING STATEMENTS
RATIO OF EARNINGS TO FIXED CHARGES
USE OF PROCEEDS
DESCRIPTION OF DEBT SECURITIES
PLAN OF DISTRIBUTION
LEGAL MATTERS
EXPERTS
SIGNATURES
Form of Opinion of Latham & Watkins
Computation of Ratio of Earnings to Fixed Charges
Consent of Ernst & Young LLP

TABLE OF CONTENTS


	Page
About This Prospectus		i
Where You Can Find More Information		1
Incorporation of Certain Documents by Reference		1
AutoZone, Inc.		3
Risk Factors		4
Forward-Looking Statements		6
Ratio of Earnings to Fixed Charges		7
Use of Proceeds		7
Description of Debt Securities		8
Plan of Distribution		19
Legal Matters		20
Experts		20

ABOUT THIS PROSPECTUS

This prospectus is part of a “shelf” registration statement that we filed with the Securities and Exchange Commission, or “SEC,” under the Securities Act of 1933, as amended, or “Securities Act.” By using a shelf registration statement, we may sell up to $500,000,000 aggregate offering price of any combination of the debt securities described in this prospectus from time to time and in one or more offerings. This prospectus only provides you with a general description of the debt securities that we may offer. Each time we sell debt securities, we will provide a supplement to this prospectus that contains specific information about the terms of the debt securities. The prospectus supplement may also add, update or change information contained in this prospectus. Before purchasing any debt securities, you should carefully read both this prospectus and any prospectus supplement, together with the additional information described under the heading “Where You Can Find More Information.”

You should rely only on the information contained or incorporated by reference in this prospectus and in any prospectus supplement. We have not authorized any other person to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We will not make an offer to sell these debt securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus and any prospectus supplement is accurate as of the respective dates thereof. Our business, financial condition, results of operations and prospects may have changed since those dates.

When we refer to “we,” “our” and “us” in this prospectus, we mean AutoZone, Inc., including, unless the context otherwise requires or as otherwise expressly stated, our subsidiaries. When we refer to “you” or “yours,” we mean the holders of the applicable series of debt securities.

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly and special reports, proxy statements and other information with the SEC. You may read and copy any reports, statements or other information filed by us at the SEC’s public reference room at Room 1024, Judiciary Plaza, 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549. Copies of this material can also be obtained from the Public Reference Section of the SEC at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed rates. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the SEC’s public reference rooms.

The SEC also maintains a web site that contains reports, proxy statements and other information about issuers, such as us, who file electronically with the SEC. Our filings with the SEC are also available to the public from commercial document retrieval services and at the SEC’s web site at “http://www.sec.gov.”

Our common stock is listed on the New York Stock Exchange (NYSE: AZO), and reports, proxy statements and other information concerning us can also be inspected at the offices of the New York Stock Exchange at 20 Broad Street, New York, New York 10005. Copies of this information may also be inspected at the reading room of the library of the National Association of Securities Dealers, Inc., 1734 K Street, N.W., Washington, D.C. 20006.

Our web site address is “http://www.autozone.com.” The information on our web site, however, is not, and should not be deemed to be, a part of this prospectus.

This prospectus is part of a registration statement that we filed with the SEC. The full registration statement may be obtained from the SEC or us, as indicated below. Forms of the indenture and other documents establishing the terms of the offered debt securities are filed as exhibits to the registration statement. Statements in this prospectus about these documents are summaries. You should refer to the actual documents for a more complete description of the relevant matters.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The rules of the SEC allow us to “incorporate by reference” the reports and documents we filed with the SEC, which means that we can disclose important information to you by referring you to another document filed separately with SEC. The information incorporated by reference is deemed to be part of this prospectus, and information that we file later with the SEC will automatically update and supersede this information. We incorporate by reference into this prospectus the documents set forth below that we have previously filed with the SEC and any future filings made under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or “Exchange Act.” These documents contain important information about us.


	•	our Annual Report on Form 10-K for the fiscal year ended August 25, 2001 (filed with the SEC on November 16, 2001);

	•	our Annual Report on Form 10-K/ A for the fiscal year ended August 25, 2001 (filed with the SEC on March 4, 2002);

	•	our Proxy Statement on Schedule 14A filed with the SEC on November 13, 2001;

	•	our Quarterly Report on Form 10-Q for the quarter ended November 17, 2001 (filed with the SEC on December 18, 2001);

	•	our Quarterly Report on Form 10-Q for the quarter ended February 9, 2002 (filed with the SEC on March 26, 2002); and

	•	our Quarterly Report on Form 10-Q for the quarter ended May 4, 2002 (filed with the SEC on June 7, 2002);

	•	our Current Reports on Form 8-K, filed with the SEC on September 26, 2001, December 5, 2001, January 7, 2002, February 27, 2002, May 29, 2002, July 17, 2002, September 25, 2002 and October 1, 2002; and


	•	all documents we file with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of the offering of debt securities offered by this prospectus.

We will furnish without charge to you, upon written or oral request, a copy of any or all of the documents described above, except for exhibits to those documents, unless the exhibits are specifically incorporated by reference into those documents. Requests should be addressed to:

Secretary

AutoZone, Inc.

123 South Front Street

Memphis, Tennessee 8103

(901) 495-6500

AUTOZONE, INC.

We are the nation’s leading specialty retailer of automotive parts and accessories, with most of our sales to do-it-yourself (“DIY”) customers. We began operations in 1979 and at August 31, 2002, operated 3,068 auto parts stores in the United States and 39 in Mexico. Each auto parts store carries an extensive product line for cars, vans and light trucks, including new and re-manufactured automotive hard parts, maintenance items and accessories. We also have a commercial sales program in the United States that provides commercial credit and prompt delivery of parts and other products to repair garages, dealers and service stations. We do not derive revenue from the sale of tires or from automotive repair or installation.

In addition, we sell automotive diagnostic and repair information software through our ALLDATA subsidiary and diagnostic and repair information through alldatadiy.com.

We are dedicated to providing customers with superior service, value, and quality automotive parts and products at conveniently located, well-designed stores. We have implemented this strategy primarily by training our knowledgeable and motivated store personnel to emphasize prompt and courteous customer service and to provide trustworthy advice and by maintaining an extensive product line with an emphasis on automotive hard parts. Our stores are generally situated in high-visibility locations and provide a distinctive merchandise presentation in an attractive store environment.

Our executive offices are located at 123 South Front Street, Memphis, Tennessee 38103, and our telephone number is (901) 495-6500. AutoZone, Inc. is a Nevada corporation.

RISK FACTORS

An investment in our debt securities involves a degree of risk. You should carefully consider the risks and uncertainties described below and other information contained in this prospectus before you decide whether to invest in our debt securities. If any of the following risks actually occur, our business, financial condition, results of operations and liquidity could be materially adversely affected. This may affect our ability to pay interest on such debt securities or repay the principal when due, and you may lose part or all of your investment.

We may not be able to increase sales by the same historic growth rates.

We have significantly increased our domestic store count in the past five fiscal years, growing from 1,728 stores at August 30, 1997, to 3,068 stores at August 31, 2002, an average store count increase per year of 14%. We do not plan to continue our store count growth rate at the historic pace. In addition, a portion of our total sales increases each year results from increases in sales at existing stores. We cannot provide any assurance that we can continue to increase same store sales.

Our business depends upon qualified employees.

At the end of fiscal year 2002, our consolidated employee count was approximately 44,200. We do not know if we can continue to hire and retain qualified employees at current wage rates. In the event of increasing wage rates, if we do not increase our wages competitively, our customer service could suffer by reason of a declining quality of our workforce or, alternatively, our earnings would decrease if we increase our wage rates.

If demand for our products slows, then our business may be materially affected.

Demand for products sold by our stores depends on many factors. In the short term, it may depend upon:


	•	the number of miles vehicles are driven annually, as increased vehicle mileage increases the need for maintenance and repair. Mileage levels may be affected by gas prices and other factors.

	•	the number of vehicles in current service that are seven years old and older, as these vehicles are no longer under the original vehicle manufacturers’ warranty and will need more maintenance and repair than younger vehicles.

	•	the weather, as vehicle maintenance may be deferred during periods of severe weather impacting a wide geographic area.

	•	the economy. In periods of rapidly declining economic conditions, both do-it-yourself and do-it-for-me customers may defer vehicle maintenance or repair. During periods of expansionary economic conditions, more of our do-it-yourself customers may pay others to repair and maintain their cars instead of working on their own vehicles or they may purchase new vehicles.

For the long term, demand for our products may depend upon:


	•	the quality of the vehicles manufactured by the original vehicle manufacturers and the length of the warranty offered on new vehicles.

	•	restrictions on access to diagnostic tools and repair information imposed by the original vehicle manufacturers or by governmental regulation.

If we are unable to compete successfully against other businesses that sell the products that we sell, we could lose customers and our revenues and profits may decline.

The sale of automotive parts, accessories and maintenance items is highly competitive in many areas, including name recognition, product availability, customer service, store location and price, with many competitors. AutoZone competes in both the DIY and commercial auto parts and accessories markets.

Competitors include national and regional auto parts chains, independently owned parts stores, wholesalers and jobbers, repair shops, car washes and auto dealers, in addition to discount and mass merchandise stores, department stores, hardware stores, supermarkets, drugstores and home stores that sell aftermarket vehicle parts and supplies, chemicals, accessories, tools and maintenance parts. Although we believe we compete effectively on the basis of customer service, including the knowledge and expertise of our AutoZoners, merchandise quality, selection and availability, product warranty, store layout, location and convenience, and the strength of our AutoZone brand name, some competitors may have competitive advantages, such as greater financial and marketing resources, larger stores with more merchandise, longer operating histories, more frequent customer visits and more effective advertising. If we are unable to continue to develop successful competitive strategies or our competitors develop more effective strategies, we could lose customers and our revenues and profits may decline.

If we cannot profitably increase market share in the commercial auto parts business, our sales growth may be limited.

Although we are one of the largest sellers of auto parts in the commercial “do-it-for-me” market, to increase commercial sales we must compete against automotive aftermarket jobbers and warehouse distributors, in addition to other auto parts retailers that have recently entered the commercial business. Although we believe we compete effectively on the basis of customer service, merchandise quality, selection and availability, and distribution locations, some automotive aftermarket jobbers and warehouse distributors have been in business for substantially longer periods of time than we have, have developed long-term customer relationships and have larger available inventories. We can make no assurances that we can profitably develop new commercial customers or make available inventories required by commercial customers.

If our vendors continue to consolidate, we may pay higher prices for our merchandise.

Recently, several of our vendors have merged and others have announced plans to merge. Further vendor consolidation could limit the number of vendors from which we may purchase products and could materially affect the prices we pay for these products.

Consolidation among our competitors may negatively impact our business.

Recently, several large auto parts chains have merged. We do not know what impact these mergers will have upon competition in the retail automotive aftermarket. If our merging competitors are able to achieve efficiencies in their mergers, then there may be greater competitive pressures in the markets in which they are strongest.

War, acts of terrorism, or the threat of either may negatively impact availability of merchandise and adversely impact our sales.

In the event of war, acts of terrorism, or either are threatened, it may have a negative impact on our ability to obtain merchandise available for sale in our stores. Some of our merchandise is imported from other countries. If imported goods become difficult or impossible to bring into the United States, and if we cannot obtain such merchandise from other sources at similar costs, our sales and profit margins may be negatively affected.

In the event that commercial transportation is curtailed or substantially delayed, our business may be adversely impacted, as we may have difficulty shipping merchandise to our distribution centers and stores.

FORWARD-LOOKING STATEMENTS

All statements included or incorporated by reference in this prospectus, other than statements of historical fact, that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future are forward-looking statements (as the term is defined in Section 27A of the Securities Act and Section 21E of the Exchange Act). Forward-looking statements typically use words such as “believe,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy,” and similar expressions. These are based on assumptions and assessments made by our management in light of its experience and its perception of historical trends, current conditions, expected future developments and other factors our management believes to be appropriate. These forward-looking statements are subject to a number of risks and uncertainties, including those risks described in this prospectus under “Risk Factors,” and elsewhere in, or incorporated by reference into, this prospectus, as well as other factors that our management has not yet identified. Forward-looking statements are not guarantees of future performance and actual results, developments and business decisions may differ from those contemplated by such forward-looking statements and such events could materially and adversely affect our business. Forward-looking statements speak only as of the date made. Except as required by applicable law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

RATIO OF EARNINGS TO FIXED CHARGES

Our consolidated ratio of earnings to fixed charges is as follows for the periods indicated:



Fiscal Year Ended

August 29, 1998		August 28, 1999		August 26, 2000		August 25, 2001(a)		August 31, 2002

	12.7		6.8		5.4		3.4		8.0


(a)	Income before income taxes for the fiscal year ended August 2001 reflects the impact of pretax restructuring and impairment charges of $156.8 million. The ratio of earnings to fixed charges, absent these restructuring and impairment charges, equals 4.7 for the fiscal year ended August 2001.

We have computed the ratio of earnings to fixed charges by dividing earnings by fixed charges. For this purpose, “earnings” consist of income before taxes plus fixed charges (excluding capitalized interest), and “fixed charges” consist of interest expense on all indebtedness, capitalized interest, amortization of debt issuance costs and the portion of rent expense (estimated to be 18%) on operating leases deemed representative of interest.

USE OF PROCEEDS

Except as set forth in the prospectus supplement, we intend to use the net proceeds from the sale of the debt securities offered hereby for general corporate purposes, including repaying, redeeming or repurchasing existing debt, and for working capital, capital expenditures, new store openings, stock repurchases, and acquisitions. We may invest funds not required immediately for such purposes in short-term, interest-bearing and other investment grade securities.

DESCRIPTION OF DEBT SECURITIES

The following description discusses the general terms and provisions of the debt securities that we may offer and sell by this prospectus. The particular terms of the debt securities offered will be set forth in a prospectus supplement relating to those debt securities. The debt securities will be issued as either senior debt securities under the senior indenture dated as of July 22, 1998, between us and Bank One Trust Company, N.A. (as successor in interest to The First National Bank of Chicago), as trustee (“senior indenture”) or as subordinated debt securities under a subordinated indenture to be entered into between us and Bank One Trust Company, N.A. (as successor in interest to The First National Bank of Chicago), as trustee (“subordinated indenture”), and will be unsecured obligations and will rank equally with all of our other unsecured and senior or subordinated debt, respectively. In this section entitled “Description of Debt Securities,” references to “we,” “us,” “our,” and “AutoZone” include only AutoZone, Inc. and not any of its subsidiaries. Unless the context otherwise requires, each of the senior indenture and the subordinated indenture is referred to in this description as the “indenture.” The forms of these indentures were filed as exhibits to a registration statement on Form S-3 (No. 333-58565) filed with the SEC on July 6, 1998.

The debt securities will be governed by the indenture. The indenture gives us broad authority to set the particular terms of each series of debt securities, including the right to modify certain of the terms contained in the indenture. The particular terms of a series of debt securities and the extent, if any, to which the particular terms of the issue modify the terms of the indenture will be described in the prospectus supplement relating to the debt securities. The terms of the debt securities will include those stated in the indenture and those made part of the indenture by reference to the Trust Indenture Act of 1939, as amended, as in effect on the date of the indenture.

The indenture contains the full legal text of the matters described in this section. Because this section is a summary, it does not describe every aspect of the debt securities or the indenture. This summary is subject to and qualified in its entirety by reference to all the provisions of the indenture, including definitions of terms used in the indenture. We also include references in parentheses to certain sections of the indenture. Whenever we refer to particular sections or defined terms of the indenture in this prospectus or in a prospectus supplement, these sections or defined terms are incorporated by reference herein or in the prospectus supplement. This summary also is subject to and qualified by reference to the description of the particular terms of the debt securities in the applicable prospectus supplement.

As of August 31, 2002, we had approximately $1,194.5 million of senior indebtedness (as defined below) outstanding and $11.6 million in secured indebtedness outstanding (including capital leases). As of August 31, 2002, our subsidiaries had $4.7 million in indebtedness outstanding (including capital leases).

General

We may issue an unlimited amount of debt securities under the relevant indenture in one or more series. We need not issue all debt securities of one series at the same time and, unless otherwise provided, we may reopen a series, without the consent of the holders of the debt securities of that series, for issuances of additional debt securities of that series.

The debt securities will be unsecured obligations.

Prior to the issuance of each series of debt securities, the terms of the particular debt securities will be specified in a board resolution of AutoZone and, to the extent not set forth therein, in an officer’s certificate of AutoZone or in one or more supplemental indentures. We refer you to the applicable prospectus supplement for a description of the following terms of the series of debt securities (Section 301):


	(1) the title of the debt securities;

	(2) whether the debt securities are senior debt securities or subordinated debt securities;


	(3) the price or prices (expressed as a percentage of the aggregate principal amount thereof) at which the debt securities will be issued;

	(4) any limit upon the aggregate principal amount of the debt securities;

	(5) the date or dates on which principal and premium, if any, will be payable;

	(6) the rate or rates (which may be fixed or variable) or method of determination of interest; the date from which interest will accrue; the dates on which interest will be payable, which we refer to as the “interest payment dates;” and any record dates for the interest payable on the interest payment dates;

	(7) whether we may extend the interest payment periods and, if so, the terms of any extension;

	(8) if other than the principal corporate trust office of the trustee, the place or places where we will pay principal, premium, if any, and interest on the debt securities;

	(9) the period or periods during which, and the price or prices at which, and the terms and conditions at which the debt securities may be redeemed, in whole or in part, at our option;

	(10) any obligation, if any, we have to redeem or purchase the debt securities under any sinking fund, purchase fund or analogous provisions or at the option of a holder and the details of that obligation;

	(11) the denominations in which the debt securities will be issuable (if other than denominations of $1,000 and any integral multiple thereof);

	(12) any index or formula for determining the portion of the principal amount payable upon an acceleration of the indebtedness if other than the full principal amount;

	(13) any addition to or change in the covenants which apply to the debt securities;

	(14) any addition to or change in the events of default that apply to the debt securities;

	(15) whether the debt securities are to be issued in whole or in part in the form of one or more global debt securities, the terms and conditions, if any, upon which global debt securities may be exchanged in whole or in part for certificated debt securities, and, if so, the identity of the depositary for the global debt securities;

	(16) any rights of the holders of the debt securities to convert the debt securities into other securities or property and the terms and conditions of conversion;

	(17) the form and terms of any guarantees of the debt securities;

	(18) if the principal amount payable at the stated maturity of any debt securities will not be determinable as of any one or more dates prior to maturity, the amount which will be deemed to be such principal amount as of any date for any purpose, including the principal amount thereof which will be due and payable upon any maturity other than the stated maturity or which will be deemed to be outstanding as of any such date;

	(19) if applicable, that the debt securities, in whole or in any specified part, are defeasible pursuant to the terms of the indenture;

	(20) whether the debt securities will be listed on any securities exchange or included in any other market or quotation or trading system;

	(21) any trustee or fiscal or authenticating or payment agent, issuing and paying agent, transfer agent or registrar or any other person or entity entitled to act in connection with the debt securities for or on behalf of us or the holders of the debt securities, or an affiliate of either;

	(22) any other terms of the debt securities which are not inconsistent with the indenture.

One or more series of the debt securities may be issued as discounted debt securities (bearing no interest or interest at a rate which at the time of issuance is below market rates) to be sold at a substantial discount below their stated principal amount. Federal income tax consequences and other special considerations applicable to any such discounted debt securities will be described in the applicable prospectus supplement.

Debt securities may also be issued in bearer form, with or without coupons. Federal income tax considerations applicable to bearer securities will be described in the applicable prospectus supplement.

Status of Debt Securities

The senior debt securities will rank pari passu with all of our other unsecured and unsubordinated indebtedness.

Our obligations with respect to the subordinated debt securities will be subordinate in right of payment to all of our senior indebtedness. With respect to any series of subordinated debt securities, our “senior indebtedness” will be defined to mean the principal of, and premium, if any, and any interest (including interest accruing subsequent to the commencement by us of any proceeding for the bankruptcy or reorganization under any applicable bankruptcy, insolvency or similar law now existing or hereafter in effect) and all other monetary obligations of-every kind or nature due on or in connection with:


	(1) all of our indebtedness (including senior debt securities) whether currently or subsequently incurred (i) for borrowed money or (ii) in connection with the acquisition by us or one of our subsidiaries of assets other than in the ordinary course of business, the payment of which we are directly or indirectly liable by guarantee, letter of credit, obligation to purchase or acquire or otherwise, or the payment of which is secured by a lien, charge or encumbrance on assets acquired by us,

	(2) amendments, modifications, renewals, extensions and deferrals of any such indebtedness, and

	(3) any other indebtedness issued in exchange for any such senior indebtedness;


	(clauses (1) through (3) above being collectively referred to herein as “debt”); provided, however, that the following will not constitute senior indebtedness with respect to our subordinated debt securities:


	(a) any debt whose instrument expressly provided that it is subordinate in right of payment to all of our debt not expressly subordinated to such debt; and

	(b) any of our debt which by its terms refers explicitly to the subordinated debt securities and states that it is not senior in right of payment to the subordinated debt securities.

If we default in the payment of any principal of or premium, if any, or interest on any senior indebtedness when it becomes due and payable then upon written notice of such default, unless and until the default is cured or waived or ceases to exist, we cannot make any payment in respect of any subordinated debt securities. (Section 1401, subordinated indenture.)

Upon any distribution of our assets upon our dissolution, winding-up, liquidation or reorganization, the holders of our senior indebtedness shall be entitled to receive payment in full of principal, premium, if any, and interest (including interest accruing subsequent to the commencement by us of any proceeding for the bankruptcy or reorganization under any applicable bankruptcy, insolvency or similar law now or hereafter in effect) before any payment is made on the subordinated debt securities. By reason of such subordination, in the event of our insolvency, holders of our senior indebtedness may receive more, ratably, and holders of the subordinated debt securities having a claim pursuant to the subordinated debt securities may receive less, ratably, than our other creditors. Such subordination will not prevent the occurrence of any event of default (an “event of default”) in respect of the subordinated debt securities.

If we offer subordinated debt securities, the applicable prospectus supplement will set forth the aggregate amount of outstanding indebtedness, if any, as of the most recent practicable date that by the

terms of such subordinated debt securities would be senior to such subordinated debt securities. The applicable prospectus supplement will also set forth any limitation on our ability to issue any additional senior indebtedness.

Exchange, Registration, Transfer and Payment

Unless otherwise specified in the applicable prospectus supplement, payment of principal, premium, if any, and any interest on the debt securities will be payable, and the exchange of and the transfer of debt securities will be registerable, at the office of the trustee or at any other office or agency maintained by us for such purpose subject to the limitations of the indenture. (Sections 305 and 1002). Unless otherwise indicated in the applicable prospectus supplement, the debt securities will be issued in fully registered form, without coupons, and in denominations of U.S. $1,000 or integral multiples thereof. No service charge will be required to be paid for any registration of transfer or exchange of the debt securities, but we require payment of a sum sufficient to cover any tax or other governmental charge imposed in connection therewith. (Sections 302 and 305.)

Global Debt Securities

Most offered debt securities will be book-entry (global) debt securities. Upon issuance, all book-entry debt securities will be represented by one or more fully registered global debt securities, without coupons. Each global debt security will be deposited with, or on behalf of, The Depository Trust Company, or “DTC,” a securities depository, and will be registered in the name of DTC or a nominee of DTC. DTC will thus be the only registered holder of these debt securities.

Purchasers of debt securities may only hold interests in the global debt securities through DTC if they are participants in the DTC system. Purchasers may also hold interests through a securities intermediary — banks, brokerage houses and other institutions that maintain securities accounts for customers that have an account with DTC or its nominee. DTC will maintain accounts showing the debt security holdings of its participants, and these participants will in turn maintain accounts showing the debt security holdings of their customers. Some of these customers may themselves be securities intermediaries holding debt securities for their customers. Thus, each beneficial owner of a book-entry debt security will hold that debt security indirectly through a hierarchy of intermediaries, with DTC at the “top” and the beneficial owner’s own debt securities intermediary at the “bottom.”

The debt securities of each beneficial owner of a book-entry debt security will be evidenced solely by entries on the books of the beneficial owner’s securities intermediary. The actual purchaser of the debt securities will generally not be entitled to have the debt securities represented by the global debt securities registered in its name and will not be considered the owner under the declaration. In most cases, a beneficial owner will also not be able to obtain a paper certificate evidencing the holder’s ownership of debt securities. The book-entry system for holding debt securities eliminates the need for physical movement of certificates and is the system through which most publicly traded common stock is held in the United States. However, the laws of some jurisdictions require some purchasers of debt securities to take physical delivery of their debt securities in definitive form. These laws may impair the ability to transfer book-entry debt securities.

A beneficial owner of book-entry debt securities represented by a global debt security may exchange the debt securities for definitive (paper) debt securities only if:


	•	DTC is unwilling or unable to continue as depositary for such global debt security and we do not appoint a qualified replacement for DTC within 90 days; or

	•	We in our sole discretion decide to allow some or all book-entry debt securities to be exchangeable for definitive debt securities in registered form.

Unless we indicate otherwise, any global debt security that is exchangeable will be exchangeable in whole for definitive debt securities in registered form, with the same terms and of an equal aggregate principal amount. Definitive debt securities will be registered in the name or names of the person or

persons specified by DTC in a written instruction to the registrar of the debt securities. DTC may base its written instruction upon directions that it receives from its participants.

In this prospectus, for book-entry debt securities, references to actions taken by debt security holders will mean actions taken by DTC upon instructions from its participants, and references to payments and notices of redemption to debt security holders will mean payments and notices of redemption to DTC as the registered holder of the debt securities for distribution to participants in accordance with DTC’s procedures.

DTC is a limited purpose trust company organized under the laws of the State of New York, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code and a “clearing agency” registered under section 17A of the Securities Exchange Act of 1934. The rules applicable to DTC and its participants are on file with the SEC.

We will not have any responsibility or liability for any aspect of the records relating to, or payments made on account of, beneficial ownership interest in the book-entry debt securities or for maintaining, supervising or reviewing any records relating to the beneficial ownership interests.

Consolidation, Merger and Sale of Assets

The indenture will provide that we may not consolidate with or merge with or into, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of our property or assets to any person in one or more related transactions unless, among other things,


	(1) the company which is the surviving corporation or the entity formed by or surviving any such consolidation or merger (if other than us) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation organized and existing under the laws of the United States, any state thereof or the District of Columbia;

	(2) the entity formed by or surviving any such consolidation or merger (if other than us) or the entity or person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all of our obligations under the debt securities and the indenture; and

	(3) immediately prior to and after giving effect to the transaction, no event of default shall have occurred and be continuing. (Section 801.)

Notwithstanding the foregoing, any of our subsidiaries may consolidate with, merge into or transfer all or part of its properties and assets to AutoZone, Inc.

Other Covenants


	*Limitation on Liens*

The senior indenture will provide that we will not, and will not permit any of our subsidiaries to, create, incur, issue, assume or guarantee any debt secured by a lien (other than permitted liens) upon any property, or upon shares of capital stock or evidence of debt issued by any of our subsidiaries and owned by us or by any other of our subsidiaries, owned on the date of issuance of the debt securities, without making effective provision to secure all of the senior debt securities, equally and ratably with any and all other debt secured thereby, so long as such debt shall be so secured.


	*Definitions*

The senior indenture defines the following terms used in this section (Section 101):

“Capital stock” means the capital stock of every class whether now or hereafter authorized, regardless of whether such capital stock shall be limited to a fixed sum or percentage with respect to the rights of the holders thereof to participate in dividends and in the distribution of assets upon the voluntary or involuntary liquidation, dissolution or winding up of such corporation.

“Consolidated net tangible assets” means the aggregate amount of our assets (less applicable reserves and other properly deductible items) and our consolidated subsidiaries after deducting therefrom (a) all current liabilities (excluding any debt for money borrowed having a maturity of less than 12 months from the date of our most recent consolidated balance sheet but which by its terms is renewable or extendible beyond 12 months from such date at the option of the borrower) and (b) all goodwill, trade names, patents, unamortized debt discount and expense and other like intangibles, all as set forth on our most recent consolidated balance sheet and our consolidated subsidiaries and computed in accordance with generally accepted accounting principles.

“Lien” means, with respect to any property, any mortgage or deed of trust, pledge, hypothecation, security interest, lien, encumbrance or other security arrangement of any kind or nature on or with respect to such property.

“Permitted liens” mean:


	•	liens (other than liens created or imposed under the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), for taxes, assessments or governmental changes or levies not yet due or liens for taxes being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established (and as to which the property subject to any such Lien is not yet subject to foreclosure, sale or loss on account thereof);

	•	statutory liens of landlords and liens of mechanics, materialmen and suppliers and other liens imposed by law or pursuant to customary reservations or retentions of title arising in the ordinary course of business, provided that any such liens which are material secure only amounts not yet due and payable or, if due and payable, are unfiled and no other action has been taken to enforce the same or are being contested in good faith by appropriate proceedings for which adequate reserves determined in accordance with GAAP have been established (and as to which the property subject to any such lien is not yet subject to foreclosure, sale or loss on account thereof);

	•	liens (other than liens created or imposed under ERISA) incurred or deposits made by us and our subsidiaries in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security, or to secure the performance of tenders, statutory obligations, bids, leases, government contracts, performance and return-of-money bonds and other similar obligations (exclusive of obligations for the payment of borrowed money);

	•	liens in connection with attachments or judgments (including judgment or appeal bonds), provided that the judgments secured shall, within 30 days after the entry thereof, have been discharged or execution thereof stayed pending appeal, or shall have been discharged within 30 days after the expiration of any such stay;

	•	easements, rights-of-way, restrictions (including zoning restrictions), minor defects or irregularities in title and other similar charges or encumbrances not, in any material respect, impairing the use of the encumbered property for its intended purposes;

	•	leases or subleases granted to others not interfering in any material respect with our business, including our subsidiaries, taken as a whole;

	•	liens on property at the time such property is acquired by us or any of our subsidiaries;

	•	liens on property of any person at the time such person becomes one of our subsidiaries;

	•	liens on receivables from customers sold to third parties pursuant to credit arrangements in the ordinary course of business;

	•	liens existing on the date of the senior indenture to secure debt existing on the date of the senior indenture or any extensions, amendments, renewals, refinancings, replacements or other modifications thereto;


	•	liens on any property created, assumed or otherwise brought into existence in contemplation of the sale or other disposition of the underlying property, whether directly or indirectly, by way of share disposition or otherwise;

	•	liens securing debt of one of our subsidiaries owed to us or to another one of our subsidiaries;

	•	liens in favor of the United States of America or any State thereof, or any department, agency or instrumentality or political subdivision thereof, to secure partial, progress, advance or other payments;

	•	liens to secure debt of joint ventures in which we or any of our subsidiaries has an interest, to the extent such liens are on property of, or equity interests in, such joint ventures; and

	•	other liens on our property and the property of our subsidiaries; provided that (1) with respect to property existing as of the date of the senior indenture (including property acquired to replace property existing on the date of the senior indenture and property acquired from the sale or refinancing of property existing on the date of the senior indenture), the aggregate fair market value of such property does not exceed 15% of the our consolidated net tangible assets or (2) with respect to property acquired after the date of the senior indenture, such property shall be acquired in the ordinary course of business.

“Property” means any building, structure or other facility, together with the land upon which it is erected and fixtures comprising a part thereof, used primarily for selling automotive parts and accessories or the warehousing or distributing of such products, owned or leased by us or any one of our subsidiaries.


	*Other Covenants*

The applicable prospectus supplement will describe any material covenants in respect of a series of debt securities. Other than our covenants included in the indenture as described above or as described in the applicable prospectus supplement, the debt securities will not have the benefit of any covenants that limit or restrict our business or operations or the incurrence of additional indebtedness by us, and there are no covenants or other provisions in the indenture providing for a put or increased interest or otherwise that would afford holders of debt securities additional protection in the event of a recapitalization transaction, a change of control transaction or a highly leveraged transaction.

Effect of Corporate Structure

The debt securities are exclusively obligations of AutoZone, Inc. Because most of our operations are currently conducted through subsidiaries, the cash flow and the consequent ability to service our debt, including the debt securities, are dependent, in part, upon the earnings of our subsidiaries and the distribution of those earnings to us or upon loans or other payments of funds by those subsidiaries to us. Our subsidiaries are separate and distinct legal entities and have no obligation, contingent or otherwise, to pay any amounts due pursuant to the debt securities or to make any funds available for such payments, whether by dividends, loans or otherwise. In addition, the payment of dividends and the making of loans and advances to us by our subsidiaries may be subject to statutory or contractual restrictions, are contingent upon the earnings of those subsidiaries and are subject to various business considerations.

The debt securities will be effectively subordinated to all indebtedness and other liabilities, including current liabilities and commitments under leases, if any, of our subsidiaries. As of August 31, 2002, our subsidiaries had $4.7 million in indebtedness outstanding (including capital leases). Any right we have to receive assets of any of our subsidiaries upon the liquidation or reorganization of a subsidiary (and the consequent right of the holders of the debt securities to participate in those assets) will be effectively subordinated to the claims of that subsidiary’s creditors (including trade creditors), except to the extent that we are recognized as a creditor of such subsidiary, in which case our claims would still be subordinated to any security interests in the assets of such subsidiary and any indebtedness of such subsidiary senior to any of the indebtedness held by us.

No Restriction on Sale or Issuance of Stock of Subsidiaries

The indentures do not contain covenants that prevent us from selling, transferring or otherwise disposing of any shares of, or securities convertible into, or options, warrants or rights to subscribe for or purchase shares of, voting stock of any of our subsidiaries, nor do they prohibit any subsidiary from issuing any shares of, securities convertible into, or options, warrants or rights to subscribe for or purchase shares of, voting stock of such subsidiary.

Events of Default

Unless otherwise specified in the applicable prospectus supplement, the following will constitute events of default under the indenture with respect to debt securities of any series:


	(1) the failure to pay principal of or premium, if any, on any debt security of that series when due and payable at maturity, upon redemption or otherwise;

	(2) the failure to pay any interest on any debt security of that series when due, and the default continues for thirty days;

	(3) a default in the deposit of any sinking fund payment, when and as due by the terms of the debt securities of that series;

	(4) our failure to comply with any of our other agreements in the debt securities of that series or in the indenture with respect to that series and the default continues for the period and after the notice provided therein (and described below);

	(5) a default in the payment of principal when due or resulting in acceleration of our other debt where the aggregate principal amount with respect to which such default or acceleration has occurred exceeds $20 million, provided that such event of default will be cured or waived if the default that resulted in the acceleration of such other indebtedness is cured or waived or such indebtedness is discharged; and

	(6) certain events of bankruptcy, insolvency or reorganization.

A default under clause (4) or (5) above is not an event of default with respect to a particular series of debt securities until the trustee or the holders of at least 25% in principal amount of the then outstanding debt securities of that series notifies us of the default and we do not cure the default within sixty days after receipt of the notice in the event of a default under clause (4) or fifteen days after receipt of the notice in the event of a default under clause (5). (Section 501.) The notice must specify the default, demand that it be remedied and state that the notice is a “Notice of Default.”

If an Event of Default with respect to outstanding debt securities of any series (other than an event of default relating to certain events of bankruptcy, insolvency or reorganization) shall occur and be continuing, either the trustee or the holders of at least 25% in principal amount of the outstanding debt securities of that series by notice, as provided in the indenture, may declare the unpaid principal amount (or, if the debt securities of that series are original issue discount securities, such lesser amount as may be specified in the terms of that series) of, and any accrued and unpaid interest on, all debt securities of that series to be due and payable immediately. However, at any time after a declaration of acceleration with respect to debt securities of any series has been made, but before a judgment or decree based on such acceleration has been obtained, the holders of a majority in principal amount of the outstanding debt securities of that series may, under certain circumstances, rescind and annul such acceleration. (Section 502.) For information as to waiver of defaults, see “— Modification and Waiver” below.

The indenture will provide that, subject to the duty of the trustee during an event of default to act with the required standard of care, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request or direction of any of the holders, unless such holders shall have offered to the trustee reasonable security or indemnity. (Sections 601 and 603.) Subject to certain provisions, including those requiring security or indemnification of the trustee, the holders of a majority in

principal amount of the outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for any remedy available to the trustee, or exercising any trust or power conferred on the trustee, with respect to the debt securities of that series. (Section 512.)

We will be required to furnish to the trustee under the indenture annually a statement as to the performance of our obligations under the indenture and as to any default in such performance. (Section 1005.)

Modification and Waiver

Subject to certain exceptions, we, when authorized by Board resolution, and the trustee may amend the indenture or the debt securities with the written consent of the holders of a majority in principal amount of the then outstanding debt securities of each series affected by the amendment with each series voting as a separate class. The holders of a majority in principal amount of the then outstanding debt securities of any series may also waive our compliance in a particular instance with any provision of the indenture with respect to the debt securities of that series; provided, however, that without the consent of each holder of debt securities affected, an amendment or waiver may not, among other things,


	(1) reduce the percentage of the principal amount of debt securities whose holders must consent to an amendment or waiver;

	(2) reduce the rate or change the time for payment of interest on any debt security (including default interest);

	(3) reduce the principal of, or premium, if any, or change the stated maturity of any debt security, or reduce the amount of, or postpone the date fixed for, redemption or the payment of any sinking fund or analogous obligation with respect thereto;

	(4) reduce the principal amount of original issue discount securities payable upon acceleration of the maturity thereof;

	(5) impair the right of holders to bring suit for the enforcement of any payments after the stated maturity, redemption or repayment at the option of the holder of any debt security;

	(6) make any debt security payable in currency other than that stated in the debt security;

	(7) make any change in the provisions concerning waivers of default or events of default by holders or the rights of holders to recover the principal of, premium, if any, or interest on, any debt security; or

	(8) waive a default in the payment of the principal of, or interest on, any debt security, except as otherwise provided in the indenture. (Sections 901 and 902.)

We, when authorized by Board resolution, and the trustee may amend the indenture or the debt securities without notice to or the consent of any holder of a debt security to, among other things:


	(a) cure any ambiguity, defect or inconsistency, provided that such action does not adversely affect the interests of any holder in any material respect;

	(b) comply with the indenture’s provisions with respect to successor corporations;

	(c) add or change or eliminate any provisions of the indenture as necessary or desirable in accordance with any amendments to the Trust Indenture Act;

	(d) provide for the issuance of debt securities in bearer form or in uncertificated form;

	(e) add to, change or eliminate any of the provisions of the indenture in respect of one of more series of debt securities, provided, however, that any such addition, change or elimination (A) shall neither (1) apply to any debt security of any series created prior to the execution of such amendment and entitled to the benefit of such provision, nor (2) modify the rights of a holder of any such debt security with respect to such provision, or (B) shall become effective only when there is no


	outstanding debt security of any series created prior to such amendment and entitled to the benefit of such provision;

	(f) add to the covenants or the events of default for the benefit of holders of all or any series of debt securities or surrender any right or power conferred on us by the indenture; or

	(g) establish additional series of debt securities as permitted by the indenture.

The holders of a majority in principal amount of the then outstanding debt securities of any series, by notice to us and the trustee, may waive an existing default or event of default and its consequences except a default or event of default in the payment of the principal of, or premium, if any, or any interest on, any debt security with respect to the debt securities of that series or in the payment of any sinking fund installment with respect to the debt securities of that series or in respect of any provision in the indenture which cannot be modified or amended without the consent of the holder of each outstanding debt security of such series affected; provided, however, that the holders of a majority in principal amount of the outstanding debt securities of any series may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration. (Section 513.)

Defeasance of Debt Securities and Certain Covenants

Legal Defeasance. Unless otherwise specified in the applicable prospectus supplement, the indenture will provide that we may be discharged from any and all obligations in respect of the debt securities of any series (except for certain obligations to register the transfer or exchange of debt securities of such series, to replace stolen, lost or mutilated debt securities of such series, and to maintain paying agencies) upon the deposit with the trustee, in trust, of money and/or U.S. government obligations, that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants to pay and discharge each installment of principal, premium, if any, and interest, if any, on and any mandatory sinking fund payments in respect of the debt securities of such series on the stated maturity of such payments in accordance with the terms of the indenture and such debt securities. Such discharge may occur only if, among other things, we have received from, or there has been published by, the United States Internal Revenue Service a ruling, or, since the date of execution of the indenture, there has been a change in the applicable United States federal income tax law, in either case to the effect that holders of the debt securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit, defeasance and discharge and will be subject to United States federal income tax on the same amount and in the same manner and at the same times as would have been the case if such deposit, defeasance and discharge had not occurred.

Defeasance of Certain Covenants. Unless otherwise specified in the applicable prospectus supplement, the indenture will provide that, upon compliance with certain conditions, we may be released from our obligation to comply with the restrictive covenants contained in the Indenture, as well as any additional covenants or Events of Default contained in a supplement to the indenture, a Board Resolution or an officers certificate delivered pursuant thereto. The conditions include: the deposit with the Trustee of money and/or U.S. government obligations, that, through the payment of interest and principal in respect thereof in accordance with their terms, will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants to pay principal, premium, if any, and interest, if any, on and any mandatory sinking fund payments in respect of the debt securities of such series on the stated maturity of such payments in accordance with the terms of the indenture and such debt securities; and the delivery to the Trustee of an opinion of counsel to the effect that the holders of the debt securities of such series will not recognize income, gain or loss for United States federal income tax purposes as a result of such deposit and related covenant defeasance and will be subject to United States federal income tax in the same amount and in the same manner and at the same times as would have been the case if such deposit and related covenant defeasance had not occurred.

Defeasance and Events of Default. In the event we exercise our option to be released from our obligation to comply with certain covenants of the Indenture with respect to any series of debt securities

and the debt securities of such series are declared due and payable because of the occurrence of any Event of Default, the amount of money and/or U.S. government obligations on deposit with the Trustee will be sufficient to pay amounts due on the debt securities of such series at the time of their stated maturity but may not be sufficient to pay amounts due on the debt securities of such series at the time of the acceleration resulting from such Event of Default. However, we will remain liable for such payments.

Concerning the Trustee

Bank One Trust Company, N.A. (as successor in interest to The First National Bank of Chicago) is the trustee under the senior indenture and under the subordinated indenture. Notice to Bank One Trust Company, N.A. should be directed to its Corporate Trust Office, located at 1 Bank One Plaza, Suite IL1-0823, Chicago, Illinois 60670-0823, Attention: Corporate Trust Administrator.

The indenture and provisions of the Trust Indenture Act incorporated by reference therein contain limitations on the rights of the trustee, should it become one of our creditors, to obtain payment of claims in certain cases, or to realize on property received in respect of any such claim, as security or otherwise. The trustee and its affiliates may engage in, and will be permitted to continue to engage in, other transactions with us and our affiliates; provided, however, that if it acquires any conflicting interest (as defined in the Trust Indenture Act), it must eliminate the conflict or resign.

The holders of a majority in principal amount of the then outstanding debt securities of any series will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee. The Trust Indenture Act and the indenture provide that in case an event of default shall occur (and be continuing), the trustee will be required, in the exercise of its rights and powers, to use the degree of care and skill of a prudent person in the conduct of such person’s affairs. Subject to such provision, the trustee will be under no obligation to exercise any of its rights or powers under the indenture at the request of any of the holders of the debt securities issued thereunder, unless they have offered to the trustee indemnity satisfactory to it.

PLAN OF DISTRIBUTION

We may sell the debt securities described in this prospectus from time to time in one or more transactions


	•	to purchasers directly;

	•	to underwriters for public offering and sale by them;

	•	through agents;

	•	through dealers; or

	•	through a combination of any of the foregoing methods of sale.

We may distribute the debt securities from time to time in one or more transactions at:


	•	a fixed price or prices, which may be changed;

	•	market prices prevailing at the time of sale;

	•	prices related to such prevailing market prices; or

	•	negotiated prices.

Direct Sales

We may sell the debt securities directly to institutional investors or others who may be deemed to be underwriters within the meaning of the Securities Act, with respect to any resale of the debt securities. A prospectus supplement will describe the terms of any sale of debt securities we are offering hereunder.

To Underwriters

The applicable prospectus supplement will name any underwriter involved in a sale of debt securities. Underwriters may offer and sell debt securities at a fixed price or prices, which may be changed, or from time to time at market prices or at negotiated prices. Underwriters may be deemed to have received compensation from us from sales of debt securities in the form of underwriting discounts or commissions and may also receive commissions from purchasers of debt securities for whom they may act as agent. Underwriters may be involved in any at the market offering of debt securities by or on our behalf.

Underwriters may sell debt securities to or through dealers, and such dealers may receive compensation in the form of discounts, concessions or commissions from the underwriters and/or commissions (which may be changed from time to time) from the purchasers for whom they may act as agent.

Unless otherwise provided in a prospectus supplement, the obligations of any underwriters to purchase debt securities will be subject to certain conditions precedent, and the underwriters will be obligated to purchase all the debt securities if any are purchased.

The applicable prospectus supplement will set forth whether or not underwriters may over-allot or effect transactions that stabilize, maintain or otherwise affect the market price of the debt securities at levels above those that might otherwise prevail in the open market, including, for example, by entering stabilizing bids, effecting syndicate covering transactions or imposing penalty bids.

Through Agents and Dealers

We will name any agent involved in a sale of debt securities, as well as any commissions payable by us to such agent, in a prospectus supplement. Unless we indicate differently in the prospectus supplement, any such agent will be acting on a reasonable efforts basis for the period of its appointment.

If we utilize a dealer in the sale of the debt securities being offered pursuant to this prospectus, we will sell the debt securities to the dealer, as principal. The dealer may then resell the debt securities to the public at varying prices to be determined by the dealer at the time of resale.

Delayed Delivery Contracts

If we so specify in the applicable prospectus supplement, we will authorize underwriters, dealers and agents to solicit offers by certain institutions to purchase the debt securities pursuant to contracts providing for payment and delivery on future dates. Such contracts will be subject to only those conditions set forth in the applicable prospectus supplement.

The underwriters, dealers and agents will not be responsible for the validity or performance of the contracts. We will set forth in the prospectus supplement relating to the contracts the price to be paid for the debt securities, the commissions payable for solicitation of the contracts and the date in the future for delivery of the debt securities.

General Information

The names of any agents, dealers or managing underwriters, and of any underwriters, involved in the sale of the debt securities under this prospectus and the applicable agent’s commission, dealer’s purchase price or underwriter’s discount as well as the net proceeds to us from the sale of debt securities will be set forth in a prospectus supplement. Any underwriting compensation paid by us to underwriters or agents in connection with the offering of debt securities and any discounts, concessions or commissions allowed by underwriters to participating dealers will be set forth in a prospectus supplement.

Underwriters, dealers and agents participating in a sale of the debt securities may be deemed to be underwriters as defined in the Securities Act, and any discounts and commissions received by them and any profit realized by them on resale of the debt securities may be deemed to be underwriting discounts and commissions, under the Securities Act. We may have agreements with underwriters, dealers and agents to indemnify them against certain civil liabilities, including liabilities under the Securities Act, and to reimburse them for certain expenses.

Underwriters or agents and their associates may be customers of, engage in transactions with or perform services for us or our affiliates in the ordinary course of business.

Unless we indicate differently in a prospectus supplement, we will not list the debt securities on any securities exchange. The debt securities will be a new issue of securities with no established trading market. Any underwriters that purchase debt securities for public offering and sale may make a market in such debt securities, but such underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We make no assurance as to the liquidity of or the trading markets for any debt securities.

LEGAL MATTERS

The validity of the debt securities offered hereby will be passed upon for us by Latham & Watkins, Los Angeles, California. Certain other legal matters with respect to the securities offered hereby will be passed upon for us by Schreck Morris, Las Vegas, Nevada. The validity of the debt securities offered hereby will be passed upon for any agents or underwriters by Simpson Thacher & Bartlett, New York, New York.

EXPERTS

Ernst & Young LLP, independent auditors, have audited our consolidated financial statements and schedule included or incorporated by reference in our Annual Report on Form 10-K for the year ended August 25, 2001, as set forth in their report, which is incorporated by reference in the registration statement. Our financial statements and schedule are incorporated by reference in reliance on Ernst & Young LLP’s report, given on their authority as experts in accounting and auditing.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS


Item 14.	*Other Expenses of Issuance and Distribution.*

The following table sets forth the fees and expenses in connection with the issuance and distribution of the securities being registered hereunder. Except for the SEC registration fee, all amounts are estimates.


		Amount to
		be Paid

SEC Registration Fee		$	46,000
Rating Agency Fees			327,500
Accounting Fees and Expenses			60,000
Legal Fees and Expenses			150,000
Printing Expenses			20,000
Blue Sky Fees			10,000
Trustee/ Issuing & Paying Agent Fees and Expenses			20,000
Miscellaneous Expenses			25,000

	Total	$	658,500


Item 15.	*Indemnification of Directors and Officers.*

AutoZone, Inc.’s Restated Articles of Incorporation provide that a director or officer of AutoZone, Inc. shall not be personally liable to AutoZone, Inc. or its stockholders for damages for any breach of fiduciary duty as a director or officer, except for liability for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of law, or (ii) the payment of distributions in violation of Nevada Revised Statutes Section 78.300. In addition, Nevada Revised Statutes Section 78.751 and Article III, Section 13, of AutoZone, Inc.’s Third Amended and Restated Bylaws, under certain circumstances, provide for the indemnification of the Company’s officers, directors, employees and agents against liabilities they may incur in such capacities. A summary of the circumstances in which such indemnification is provided for is contained herein, but that description is qualified in its entirety by reference to Article III, Section 13, of the Third Amended and Restated Bylaws.

In general, any officer, director, employee or agent shall be indemnified against expenses including attorneys’ fees, fines, settlements or judgments which were actually and reasonably incurred in connection with a legal proceeding, other than one brought by or on the behalf of AutoZone, Inc., to which he was a party as a result of such relationship, if he either is not liable pursuant to Nevada Revised Statutes Section 78.138 or acted in good faith, and in the manner he believed to be in or not opposed to AutoZone, Inc.’s best interest and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. If the action or suit is brought by or on behalf of AutoZone, Inc., the person to be indemnified must have acted in good faith and in a manner he reasonably believed to be in or not opposed to AutoZone, Inc.’s best interest. No indemnification will be made in respect of any claim, issue or matter as to which such person shall have been adjudged by a court of competent jurisdiction, after exhaustion of all appeals therefrom, to be liable to AutoZone, Inc., or for amounts paid in settlement to AutoZone, Inc., unless and only to the extent that the court in which the action or suit was brought or other court of competent jurisdiction, determines upon application that in view of all the circumstances of the case, the person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper.

Any indemnification under the previous paragraphs, unless ordered by a court or advanced as provided in the succeeding paragraph, must be made by AutoZone, Inc. only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made (i) by the stockholders, (ii) by the Board of Directors by

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a majority vote of a quorum consisting of directors who were not parties to the act, suit or proceeding, (iii) if a majority vote of a quorum of directors who were not parties to the act, suit or proceeding so orders, by independent legal counsel in a written opinion or (iv) if a quorum consisting of directors who were not parties to the act, suit or proceeding cannot be obtained, by independent legal counsel in a written opinion. To the extent that a director, officer, employee or agent of AutoZone, Inc. has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in the previous paragraph, or in defense of any claim, issue or matter therein, he must be indemnified by AutoZone, Inc. against expenses, including attorneys’ fees, actually and reasonably incurred by him in connection with the defense.

Expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding must be paid by AutoZone, Inc. as they are incurred and in advance of the final disposition of the action, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by AutoZone, Inc. as authorized by the Third Amended and Restated Bylaws. Such expenses incurred by other employees and agents may be so paid upon such terms and conditions, if any, as the Board of Directors deems appropriate.

The indemnification and advancement of expenses authorized in or ordered by a court as provided in the foregoing paragraphs, (i) does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the Restated Articles of Incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding his office, except that indemnification, unless ordered by a court as described in the third preceding paragraph or for advancement of expenses made as described in the next preceding paragraph, may not be made to or on behalf of any director or officer if a final adjudication establishes that his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and were material to the cause of action; and (ii) continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors and administrators of such a person. If a claim for indemnification or payment of expenses under Article III, Section 13, of the Third Amended and Restated Bylaws is not paid in full within ninety (90) days after a written claim therefor has been received by AutoZone, Inc., the claimant may file suit to recover the unpaid amount of such claim and, if successful in whole or in part, shall be entitled to be paid the expenses of prosecuting such claim. In any such action, AutoZone, Inc. shall have the burden of proving that the claimant was not entitled to the requested indemnification or payment of expenses under applicable law.

The Board of Directors may authorize, by a vote of a majority of a quorum of the Board of Directors, AutoZone, Inc. to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of AutoZone, Inc. or is or was serving at AutoZone, Inc.’s request as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not AutoZone, Inc. would have the power to indemnify him against such liability under provisions of Article III, Section 13, of the Third Amended and Restated Bylaws. The Board of Directors may authorize AutoZone, Inc. to enter into a contract with any person who is or was a director, officer, employee or agent of AutoZone, Inc. or is or was serving at AutoZone, Inc.’s request as a director, officer, employee or agent of another partnership, joint venture, trust or other enterprise providing for indemnification rights equivalent to or, if the Board of Directors so determines, greater than those provided for in Article III, Section 13, of the Third Amended and Restated Bylaws.

AutoZone, Inc. has also purchased insurance for its directors and officers for certain losses arising from claims or charges made against them in their capacities as directors and officers.

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Item 16. Exhibits.


Exhibit
Number				Description

	1.1	*	—	Form of Underwriting Agreement.
	3.1		—	Restated Articles of Incorporation of AutoZone, Inc. (incorporated by reference from the Form 10-Q for the quarter ended February 13, 1999 (Exhibit 3.1)).
	3.2		—	Third Amended and Restated Bylaws of AutoZone, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed October 1, 2002).
	4.1		—	Senior Indenture dated as of July 22, 1998, between AutoZone, Inc. and Bank One Trust Company, N.A. (as successor in interest to The First National Bank of Chicago), as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed July 21, 1998).
	4.2		—	Form of Subordinated Indenture between AutoZone, Inc. and Bank One Trust Company, N.A. (as successor in interest to The First National Bank of Chicago), as trustee (incorporated by reference to Exhibit 4.2 to Registration Statement No. 333-58565).
	4.3		—	Form of Specimen of Senior Debt Security (included in Exhibit 4.1).
	4.4		—	Form of Specimen of Subordinated Debt Security (included in Exhibit 4.2).
	5.1		—	Form of Opinion of Latham & Watkins as to validity of Offered Securities.
	12.1		—	Computation of Ratio of Earnings to Fixed Charges.
	23.1		—	Consent of Ernst & Young LLP.
	23.2		—	Consent of Latham & Watkins (included in Exhibit 5.1).
	24.1		—	Power of Attorney (included on the signature page set forth on II-5).
	25.1		—	Statement of Eligibility of Trustee on Form T-1 with respect to Senior Indenture (incorporated by reference to Exhibit 25.1 to Registration Statement No. 333-58565).
	25.2		—	Statement of Eligibility of Trustee on Form T-1 with respect to Subordinated Indenture (incorporated by reference to Exhibit 25.2 to Registration Statement No. 333-58565).


*	To be filed by amendment or incorporated by reference in connection with the offering of the securities.

Item 17. Undertakings.

The undersigned registrant hereby undertakes:


	(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration amendment:


	(i) to include any prospectus required by Section 10(a)(3) of the Securities Act;

	(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

	(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to the information in the registration statement.

provided, however, that paragraphs (1)(i) and (1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective

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amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.


	(2) That, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof:

	(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

	(4) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (including each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

To the extent that indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the provisions described under the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against these liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by a director, officer or controlling person of the registrant in connection with the securities being registered, the registrant will, unless its counsel advises it that the issue has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Memphis, State of Tennessee, as of the 30th day of September, 2002.


	AUTOZONE, INC.


	By:	/s/ STEVE ODLAND



	Steve Odland
	Chairman, Chief Executive Officer,
	President and Director

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Harry L. Goldsmith and Donald R. Rawlins, and each of them, his true and lawful attorney-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed below by the following persons in the capacities and on the dates indicated:



Signature	Title	Date


/s/ STEVE ODLAND Steve Odland	Chairman, Chief Executive Officer, President and Director (Principal Executive Officer)	September 30, 2002

/s/ MICHAEL G. ARCHBOLD Michael G. Archbold	Senior Vice President and Chief Financial Officer (Principal Financial Officer)	September 30, 2002

/s/ TRICIA K. GREENBERGER Tricia K. Greenberger	Vice President and Controller (Principal Accounting Officer)	September 30, 2002

/s/ CHARLES M. ELSON Charles M. Elson	Director	September 30, 2002

/s/ MARSHA JOHNSON EVANS Marsha Johnson Evans	Director	September 30, 2002

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Signature	Title	Date


/s/ EARL G. GRAVES, JR. Earl G. Graves, Jr.	Director	September 30, 2002

/s/ N. GERRY HOUSE N. Gerry House	Director	September 30, 2002

/s/ J.R. HYDE, III J.R. Hyde, III	Director	September 30, 2002

/s/ JAMES F. KEEGAN James F. Keegan	Director	September 30, 2002

/s/ EDWARD S. LAMPERT Edward S. Lampert	Director	September 30, 2002

W. Andrew McKenna	Director

/s/ MICHAEL W. MICHELSON Michael W. Michelson	Director	September 30, 2002

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AUTOZONE, INC.

REGISTRATION STATEMENT ON FORM S-3

EXHIBIT INDEX


Exhibit
Number			Description

	1.1*	—	Form of Underwriting Agreement.
	3.1	—	Restated Articles of Incorporation of AutoZone, Inc. (incorporated by reference from the Form 10-Q for the quarter ended February 13, 1999 (Exhibit 3.1)).
	3.2	—	Third Amended and Restated Bylaws of AutoZone, Inc. (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed October 1, 2002).
	4.1	—	Senior Indenture dated as of July 22, 1998, between AutoZone, Inc. and Bank One Trust Company, N.A. (as successor in interest to The First National Bank of Chicago), as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed July 21, 1998).
	4.2	—	Form of Subordinated Indenture between AutoZone, Inc. and Bank One Trust Company, N.A. (as successor in interest to The First National Bank of Chicago), as trustee (incorporated by reference to Exhibit 4.2 to Registration Statement No. 333-58565).
	4.3	—	Form of Specimen of Senior Debt Security (included in Exhibit 4.1).
	4.4	—	Form of Specimen of Subordinated Debt Security (included in Exhibit 4.2).
	5.1	—	Form of Opinion of Latham & Watkins as to validity of Offered Securities.
	12.1	—	Computation of Ratio of Earnings to Fixed Charges.
	23.1	—	Consent of Ernst & Young LLP.
	23.2	—	Consent of Latham & Watkins (included in Exhibit 5.1).
	24.1	—	Power of Attorney (included on the signature page set forth on II-5).
	25.1	—	Statement of Eligibility of Trustee on Form T-1 with respect to Senior Indenture (incorporated by reference to Exhibit 25.1 to Registration Statement No. 333-58565).
	25.2	—	Statement of Eligibility of Trustee on Form T-1 with respect to Subordinated Indenture (incorporated by reference to Exhibit 25.2 to Registration Statement No. 333-58565).


	*	To be filed by amendment or incorporated by reference in connection with the offering of the securities.

Exhibit 5.1 [LETTERHEAD OF LATHAM & WATKINS] October 1, 2002 AutoZone, Inc. 123 South Front Street Memphis, Tennessee 38103 Re: $500,000,000 Aggregate Principal Amount of Debt Securities Ladies and Gentlemen: In connection with the registration of up to $500,000,000 aggregate principal amount of debt securities (the "Securities") by AutoZone, Inc., a Nevada corporation (the "Company"), under the Securities Act of 1933, as amended (the "Act"), on Form S-3 to be filed with the Securities and Exchange Commission (the "Commission") on October 1, 2002, (the "Registration Statement"), you have requested our opinion with respect to the matters set forth below. The Securities may be issued pursuant to one or more indentures (collectively, the "Indentures"), in each case between the Company and a trustee (each, a "Trustee"). In our capacity as your special counsel in connection with such registration, we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization and issuance of the Securities, and for the purposes of this opinion, have assumed such proceedings will be timely completed in the manner presently proposed. In addition, we have made such legal and factual examinations and inquiries, including an examination of originals or copies certified or otherwise identified to our satisfaction of such documents, corporate records and instruments, as we have deemed necessary or appropriate for purposes of this opinion. In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, and the conformity to authentic original documents of all documents submitted to us as copies. We are opining herein as to the effect on the subject transaction only of the internal laws of the State of New York, and we express no opinion with respect to the applicability thereto, or the effect thereon, of the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within any state. Subject to the foregoing and the other matters set forth herein, it is our opinion that as of the date hereof: When the specific terms of the Securities have been duly established in accordance with the applicable Indenture and applicable law, and the Securities have been duly executed, authenticated, issued and delivered by or on behalf of the Company against payment therefor in accordance with the terms of the applicable Indenture and as contemplated by the Registration Statement, the Prospectus and the related Prospectus Supplement, the Securities will constitute legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms. The opinions rendered in the above paragraph relating to the enforceability of the Securities are subject to the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors and (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or law, and the discretion of the court before which any proceeding therefor may be brought. We have not been requested to express, and with your knowledge and consent, do not render any opinion as to the applicability to the obligations of the Company under the applicable Indenture and the Securities under the applicable Indenture of Section 548 of the United States Bankruptcy Code or applicable state law (including, without limitation, Article 10 of the New York Debtor and Creditor Law) relating to fraudulent transfers and obligations. 5.1-1

To the extent that the obligations of the Company under the applicable Indenture may be dependent upon such matters, we assume for purposes of this opinion that: the Company has been duly organized and is validly existing and in good standing under the laws of the State of Nevada and has the organizational and legal power and authority to issue and sell the Securities; the applicable Indenture has been duly authorized by all necessary corporate action by the Company; the Trustee for each applicable Indenture has been duly organized and is validly existing and in good standing under the laws of its jurisdiction of organization; such Trustee is duly qualified to engage in the activities contemplated by the applicable Indenture; the applicable Indenture has been duly authorized, executed and delivered by such Trustee and constitutes the legally valid, binding and enforceable obligation of such Trustee, enforceable against such Trustee in accordance with its terms; such Trustee is in compliance, generally and with respect to acting as a trustee under the applicable Indenture, with all applicable laws and regulations; and such Trustee has the requisite organizational and legal power and authority to perform its obligations under the applicable Indenture. We consent to your filing this opinion as an exhibit to the Registration Statement and to the reference to our firm contained under the heading "Legal Matters." Very truly yours, /s/ Latham & Watkins 5.1-2


                                                                   Exhibit 12.1

               COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES

                         (IN THOUSANDS, EXCEPT RATIOS)






                                              Fiscal Year Ended August
                                 -------------------------------------------------------
                                    1998       1999       2000       2001(a)     2002
                                 (52 weeks) (52 weeks) (52 weeks) (52 weeks)  (53 weeks)
                                 ---------- ---------- ---------- ----------  ----------
                                                                 
Earnings:
  Income before income taxes       $364,103   $387,783  $435,190  $287,026      $691,148
  Fixed charges                      30,953     66,015    97,520   121,141        98,688
  Less:  Capitalized interest         2,280      2,762     2,773     1,380           437
                                   --------   --------  --------  --------      --------
      Adjusted earnings            $392,776   $451,036  $529,937  $406,787      $789,399
                                   ========   ========  ========  ========      ========

Fixed charges:
  Gross interest expense           $ 20,260   $ 47,117  $ 77,699  $ 98,466      $ 76,573
  Amortization of debt expense          314      1,206     2,209     4,202         3,893
  Interest portion of rent expense   10,379     17,692    17,612    18,473        18,222
                                   --------   --------  --------  --------      --------
     Total fixed charges           $ 30,953   $ 66,015  $ 97,520  $121,141      $ 98,688
                                   ========   ========  ========  ========      ========
     Ratio of earnings to
        fixed charges                  12.7        6.8       5.4       3.4           8.0
                                   ========   ========  ========  ========      ========


(a)  Income before income taxes for the fiscal year ended August 2001 reflects
     the impact of pretax restructuring and impairment charges of $156.8
     million. The ratio of earnings to fixed charges, absent these restructuring
     and impairment charges, equals 4.7 for the fiscal year ended August 2001.



                                     12.1-1

Exhibit 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement (Form S-3 No. 333-00000) of AutoZone, Inc. for the registration of $500,000,000 of debt securities and to the incorporation by reference therein of our reports dated September 21, 2001, with respect to the consolidated financial statements of AutoZone, Inc. incorporated by reference in its Annual Report (Form 10-K) for the year ended August 25, 2001 and the related financial statement schedule included therein, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP Memphis, Tennessee September 25, 2002 23.1-1

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