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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(h) of the Investment Company Act of 1940
| o | Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
| 1. | Name and Address of
Reporting Person* |
2. | Issuer Name and Ticker or
Trading Symbol |
3. | I.R.S. Identification
Number of Reporting Person, if an entity (Voluntary) |
|||||||
| ESL Invesments, Inc. (Last) (First) (Middle) |
AutoZone, Inc.
(AZO) |
|||||||||||
| One Lafayette
Place (Street) |
4. | Statement for Month/Day/Year | 5. | If Amendment, Date of Original (Month/Day/Year) | ||||||||
| December 31, 2002 |
||||||||||||
| 6. | Relationship of Reporting Person(s) to Issuer (Check All Applicable) |
7. | Individual or Joint/Group
Filing (Check Applicable Line) |
|||||||||
| Greenwich, CT 06830 (City) (State) (Zip) |
o | Director | x | 10% Owner | o | Form Filed by One Reporting Person | ||||||
| o | Officer (give title below) | x | Form Filed by More than One Reporting Person | |||||||||
| o | Other (specify below) | |||||||||||
| Reminder: | Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| * | If the form is filed by more than one reporting person, see instruction 4(b)(v). | |
| Table I — Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||||||||||
| 1. | Title of Security (Instr. 3) |
2. | Transaction Date (Month/Day/Year) |
2A. | Deemed Execution Date, if any (Month/Day/Year) |
3. | Transaction Code (Instr. 8) |
4. | Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) |
5. | Amount of Sec- urities Beneficially Owned Following Reported Trans- action(s) (Instr. 3 and 4) |
6. | Ownership Form: Direct (D) or Indirect (I) (Instr. 4) |
7. | Nature
of Indirect Beneficial Ownership (Instr. 4) |
||||||||
| Code | V | Amount | (A) or (D) |
Price | |||||||||||||||||||
| Previous Balance | 12,338,984 | ||||||||||||||||||||||
| 12/31/02 | J(1) | 1,666,855 | D | N/A | 10,672,129 | D(2) | (9) | ||||||||||||||||
| Previous Balance | 2,985,290 | ||||||||||||||||||||||
| 12/31/02 | J(1) | 501,269 | D | N/A | 2,484,021 | D(3) | (9) | ||||||||||||||||
| Previous Balance | 443,272 | ||||||||||||||||||||||
| 12/31/02 | J(1) | 47,457 | D | N/A | 395,815 | D(4) | (9) | ||||||||||||||||
| Previous Balance | 1,521,365 | D(5) | (9) | ||||||||||||||||||||
| Previous Balance | 7,526,599 | D(6) | (9) | ||||||||||||||||||||
| Previous Balance | 224,840 | D(7) | (9) | ||||||||||||||||||||
| Previous Balance | 488,350 | D(8) | (9) | ||||||||||||||||||||
Page 2
| Table II — Derivative
Securities Acquired, Disposed of, or Beneficially
Owned (e.g., puts, calls, warrants, options, convertible securities) |
|||||||||||||||||
| 1. | Title of Derivative Security (Instr. 3) |
2. | Conversion or Exercise Price of Derivative Security |
3. | Transaction Date (Month/Day/Year) |
3A. | Deemed Execution Date, if any (Month/Day/Year) |
4. | Transaction Code (Instr. 8) |
5. | Number of Derivative
Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) |
||||||
| Code | V | (A) | (D) | ||||||||||||||
Page 3
| Table II — Derivative
Securities Acquired, Disposed of, or Beneficially Owned —
Continued (e.g., puts, calls, warrants, options, convertible securities) |
|||||||||||||||||
| 6. | Date Exercisable and Expiration Date (Month/Day/Year) |
7. | Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. | Price of
Derivative Security (Instr. 5) |
9. | Number of Derivative
Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. | Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. | Nature
of Indirect Beneficial Ownership (Instr. 4) |
||||||
| Date Exercisable |
Expiration Date |
Title | Amount or Number of Shares |
||||||||||||||
Explanation of Responses:
(1) These securities were contributed to 200GA, L.P., a Delaware limited partnership ("200GA"), in exchange for limited partnership interests in 200GA.
(2) These securities are owned by ESL Partners, L.P., a Delaware limited partnership ("ESL").
(3) These securities are owned by ESL Limited, a Bermuda corporation ("Limited").
(4) These securities are owned by ESL Institutional Partners, L.P., a Delaware limited partnership ("Institutional").
(5) These securities are owned by ESL Investors, L.L.C., a Delaware limited liability company ("Investors").
(6) These securities are owned by Acres Partners, L.P., a Delaware limited partnership ("Acres").
(7) These securities are owned by Marion Partners, L.P., a Delaware limited partnership ("Marion").
(8) These securities are owned by Blue Macaw Partners, L.P., a Delaware limited partnership ("Blue Macaw").
(9) This Form 4 is filed on behalf of a group consisting of ESL, Limited, Institutional, Investors, Acres, Marion, and Blue Macaw (collectively, the "ESL Parties"), RBS Partners, L.P. ("RBS Partners"), ESL Investment Management, LLC ("ESLIM"), RBS Investment Management, LLC ("RBSIM"), ESL Investments, Inc. ("Investments") and Edward S. Lampert. Pursuant to Section 16, RBS Partners, ESLIM, RBSIM, Investments and Mr. Lampert may be deemed indirect beneficial owners of the securities reported on this Form 4. The general partner of ESL is RBS Partners. The general partner of RBS Partners is Investments. ESLIM is the investment manager of Limited. RBSIM is the general partner of Institutional. RBS Partners is the manager of Investors. Investments is the general partner of Acres, Marion, Blue Macaw and 200GA. Mr. Lampert is a controlling stockholder of Investments and is the managing member of RBSIM and ESLIM. Investments and Mr. Lampert each have less than a 35% interest in each of the ESL Parties. The securities reported as being owned by each of the ESL Parties reflect the total amount of securities beneficially owned by each such entity, which is greater than Mr. Lampert's or Investments' indirect pecuniary interest in such securities. RBSIM has less than a 35% interest in Institutional. The securities reported as being owned by Institutional reflect the total amount of securities beneficially owned by Institutional, which is greater than RBSIM's indirect pecuniary interest in such securities. ESLIM has less than a 35% interest in Limited. The securities reported as being owned by Limited reflect the total amount of securities beneficially owned by Limited, which is greater than ESLIM's indirect pecuniary interest in such securities. RBS Partners has less than a 35% interest in ESL. The securities reported as being owned by ESL reflect the total amount of securities beneficially owned by ESL, which is greater than RBS Partners' indirect pecuniary interest in such securities. The securities reported as being owned by Investors reflect the total amount of securities beneficially owned by Investors, which is greater than RBS Partners' indirect pecuniary interest in such securities.
| /s/ WILLIAM C. CROWLEY | January 2, 2003 | |
**Signature of Reporting Person |
Date |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | |
Page 4
Joint Filer Information
| Name: | ESL Partners, L.P. | |
| Address: |
One Lafayette Place Greenwich, CT 06830 |
|
| Designated Filer: | ESL Investments, Inc. | |
| Issuer & Ticker Symbol: | AutoZone, Inc. (AZO) |
Signature: ESL PARTNERS, L.P.
| By: By: |
RBS Partners, L.P., its general partner ESL Investments, Inc., its general partner |
|
|
By: /s/ WILLIAM C. CROWLEY William C. Crowley President |
| Dated: | January 2, 2003 |
Page 3 of 10
Joint Filer Information
| Name: | ESL Limited | |
| Address: |
Hemisphere House 9 Church Street Hamilton, Bermuda |
|
| Designated Filer: | ESL Investments, Inc. | |
| Issuer & Ticker Symbol: | AutoZone, Inc. (AZO) |
| Signature: | ESL LIMITED |
| By: | ESL Investment Management, LLC, its investment manager | |
|
By: /s/ WILLIAM C. CROWLEY William C. Crowley Member |
| Dated: | January 2, 2003 |
Page 4 of 10
Joint Filer Information
| Name: | ESL Institutional Partners, L.P. | |
| Address: |
One Lafayette Place Greenwich, CT 06830 |
|
| Designated Filer: | ESL Investments, Inc. | |
| Issuer & Ticker Symbol: | AutoZone, Inc. (AZO) |
| Signature: | ESL INSTITUTIONAL PARTNERS, L.P. |
| By: | RBS Investment Management, LLC, its general partner | |
|
By: /s/ WILLIAM C. CROWLEY William C. Crowley Member |
| Dated: | January 2, 2003 |
Page 5 of 10
Joint Filer Information
| Name: | ESL Investors, LLC | |
| Address: |
One Lafayette Place Greenwich, CT 06830 |
|
| Designated Filer: | ESL Investments, Inc. | |
| Issuer & Ticker Symbol: | AutoZone, Inc. (AZO) |
| Signature: | ESL INVESTORS, L.L.C |
| By: By: |
RBS Partners, L.P., its manager ESL Investments, Inc., its general partner |
|
|
By: /s/ WILLIAM C. CROWLEY William C. Crowley President |
| Dated: | January 2, 2003 |
Page 6 of 10
Joint Filer Information
| Name: | RBS Investment Management, LLC | |
| Address: |
One Lafayette Place Greenwich, CT 06830 |
|
| Designated Filer: | ESL Investments, Inc. | |
| Issuer & Ticker Symbol: | AutoZone, Inc. (AZO) |
| Signature: | RBS INVESTMENT MANAGEMENT, LLC |
| By: |
/s/ WILLIAM C. CROWLEY William C. Crowley Member |
| Dated: | January 2, 2003 |
Page 7 of 10
Joint Filer Information
| Name: | RBS Partners, L.P. | |
| Address: |
One Lafayette Place Greenwich, CT 06830 |
|
| Designated Filer: | ESL Investments, Inc. | |
| Issuer & Ticker Symbol: | AutoZone, Inc. (AZO) |
| Signature: | RBS PARTNERS, L.P. |
| By: | ESL Investments, Inc., its general partner | |
|
By: /s/ WILLIAM C. CROWLEY William C. Crowley President |
| Dated: | January 2, 2003 |
Page 8 of 10
Joint Filer Information
| Name: | ESL Investment Management, LLC | |
| Address: |
One Lafayette Place Greenwich, CT 06830 |
|
| Designated Filer: | ESL Investments, Inc. | |
| Issuer & Ticker Symbol: | AutoZone, Inc. (AZO) |
| Signature: | ESL INVESTMENT MANAGEMENT, LLC |
| By: |
/s/ WILLIAM C. CROWLEY William C. Crowley Member |
| Dated: | January 2, 2003 |
Page 9 of 10
Joint Filer Information
| Name: | Edward S. Lampert | |
| Address: |
One Lafayette Place Greenwich, CT 06830 |
|
| Designated Filer: | ESL Investments, Inc. | |
| Issuer & Ticker Symbol: | AutoZone, Inc. (AZO) |
| Signature: |
/s/ EDWARD S. LAMPERT Edward S. Lampert |
| Dated: | January 2, 2003 |
Page 10 of 10