SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________
 

Form 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
 

October 30, 2002
Date of Report
(Date of earliest event reported)
 

AUTOZONE, INC.
(Exact Name of Registrant as Specified in Its Charter)

Nevada (State or Other Jurisdiction of Incorporation)

1-10714  (Commission File Number)

62-1482048 (I.R.S. Employer  Identification No.)

123 South Front Street
Memphis, Tennessee 38103
(Address of Principal Executive Offices)(Zip Code)
 

(901) 495-6500
(Registrant's Telephone Number, Including Area Code)
 

(Not applicable)
(Former name or former address, if changed since last report.)

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Item 7. Financial Statements and Exhibits

        (c)     Exhibits

    The following exhibits are filed with this Current Report:

99.1	Statements under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings

 

Item 9.  Regulation FD Disclosure

    On October 30, 2002, AutoZone, Inc., transmitted to the Securities and Exchange Commission the Statements under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings as required by order of the Securities and Exchange Commission as related to AutoZone's Form 10-K for the fiscal year ended August 31, 2002. The Statements are attached to this Current Report as Exhibit 99.1

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SIGNATURES

            Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 

                                                                                                    AUTOZONE, INC.
 

Date: October 30, 2002                                                            By: /s/ Harry L. Goldsmith
                                                                                                      Harry L. Goldsmith
                                                                                                      Senior Vice President
                                                                                                      & Secretary

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EXHIBIT INDEX

 

99.1	Statements under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings

 
 
  STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

        I, Steve Odland, Chairman, President and Chief Executive Officer of AutoZone, Inc., state and attest that:

(1) To the best of my knowledge, based upon a review of the covered reports of AutoZone, Inc., and, except as corrected or supplemented in a subsequent covered report:

• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

(2) I have reviewed the contents of this statement with the Audit Committee of AutoZone, Inc.'s Board of Directors.   (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report":

• Form 10-K for the fiscal year ended August 31, 2002, for AutoZone, Inc.;

 
• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of AutoZone, Inc., filed with the Commission subsequent to the filing of the Form 10-K identified above; and

 
• any amendments to the foregoing.
/s/ Steve Odland
Steve Odland

October 30, 2002
 

Subscribed and sworn to before me this 30th day of October, 2002.

/s/ Donald R. Rawlins
Notary Public

My Commission Expires: November 29, 2003
 
 


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STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS

        I, Michael G. Archbold, Senior Vice President and Chief Financial Officer of AutoZone, Inc., state and attest that:

 
(1) To the best of my knowledge, based upon a review of the covered reports of AutoZone, Inc., and, except as corrected or supplemented in a subsequent covered report:  
• no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and

 
• no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed).

 
(2) I have reviewed the contents of this statement with the Audit Committee of AutoZone, Inc.'s Board of Directors.   (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report":  
• Form 10-K for the fiscal year ended August 31, 2002, for AutoZone, Inc.;

 
• all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of AutoZone, Inc., filed with the Commission subsequent to the filing of the Form 10-K identified above; and

 
• any amendments to the foregoing.

 

 
 
 

/s/ Michael Archbold
Michael Archbold

October 30, 2002
 

Subscribed and sworn to before me this 30th day of October, 2002.

/s/ Donald R. Rawlins
Notary Public

My Commission Expires: November 29, 2003