UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): July 2, 2009 (June 29, 2009)
AUTOZONE, INC.
(Exact Name of Registrant as Specified in Charter)
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| Nevada |
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1-10714 |
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62-1482048 |
(State or Other Jurisdiction of
Incorporation
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(Commission File
Number)
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(I.R.S. Employer Identification No.) |
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| 123 South Front Street |
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| Memphis, Tennessee |
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38103 |
| (Address of Principal Executive Offices)
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(Zip Code) |
(901) 495-6500
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communication pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On July 2, 2009, AutoZone, Inc. (the “Company”) completed the sale of $500 million aggregate
principal amount of its 5.750% Notes due 2015 (the “Notes”). The Notes bear interest at a fixed
rate equal to 5.750% per year, payable semi-annually.
The Notes were sold pursuant to an underwriting agreement (the “Underwriting Agreement”) dated
June 29, 2009 among the Company, J.P. Morgan Securities Inc. and Wachovia Capital Markets, LLC, as
representatives of the several underwriters named therein. The Underwriting Agreement contains
customary representations, warranties and agreements of the Company and customary conditions to
closing, indemnification rights and obligations of the parties and termination provisions. The
Notes were issued pursuant to an Indenture dated as of August 8, 2003 (the “Indenture”), between
the Company and The Bank of New York Mellon Trust Company, N.A., as successor in interest to Bank
One Trust Company, N.A., as trustee, and were offered and sold pursuant to the Company’s shelf
registration statement filed with the Securities and Exchange Commission (the “Commission”) on July
29, 2008, on Form S-3 (File No. 333-152592), as supplemented by a prospectus supplement dated June
29, 2009, filed with the Commission on June 30, 2009. Pursuant to the Indenture, the Company
entered into an Officers’ Certificate (the “Officers’ Certificate”) setting forth the terms of the
Notes.
The Company will pay interest on the Notes on January 15 and July 15 each year, beginning
January 15, 2010. The Notes will mature on January 15, 2015. The Notes will be senior unsecured
debt obligations of the Company and will rank equally with the Company’s other senior unsecured
liabilities and senior to any future subordinated indebtedness of the Company. The Notes are
subject to customary covenants restricting the Company’s ability, subject to certain exceptions, to
incur debt secured by liens, to enter into sale and leaseback transactions or to merge or
consolidate with another entity or sell substantially all of its assets to another person. The
Indenture provides for customary events of default and further provides that the trustee or the
holders of 25% in aggregate principal amount of the outstanding series of Notes may declare such
Notes immediately due and payable upon the occurrence of any event of default after expiration of
any applicable grace period.
The Company may redeem the Notes at the Company’s option, at any time in whole or from time to
time in part, on not less than 30 nor more than 60 days’ notice, at the redemption prices described
in the Indenture. If a change of control, as defined in the Officers’ Certificate, occurs, unless
the Company has exercised its option to redeem the Notes, holders of the Notes may require the
Company to repurchase the Notes at the prices described in the Officers’ Certificate. The interest
rate payable on the Notes will be subject to adjustment from time to time if the rating assigned to
the Notes is downgraded (or subsequently upgraded), as set forth in the Officers’ Certificate.
The above description of the Underwriting Agreement, the Officers’ Certificate and the Notes
is qualified in its entirety by reference to the Underwriting Agreement, the Officers’ Certificate
pursuant to the Indenture setting forth the terms of the Notes, and the form of Note, each of which
are attached hereto as Exhibits 1.1, 4.1, 4.2, respectively.
ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET
ARRANGEMENT OF A REGISTRANT.
The information set forth under Item 1.01 above with respect to the Notes is hereby
incorporated by reference into this Item 2.03, insofar as it relates to the creation of a direct
financial obligation.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits. The following exhibits are furnished herewith:
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| Exhibit No. |
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Description |
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1.1
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Underwriting Agreement, dated June 29, 2009, among
the Company, J.P. Morgan Securities Inc. and Wachovia
Capital Markets, LLC, as representatives of the several
underwriters named therein. |
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4.1
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Officers’ Certificate for the Notes, pursuant to Section 3.2 of the
Indenture, dated July 2, 2009, setting forth the terms of the
Notes. |
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4.2
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Form of 5.750% Note due 2015. |