8-KOther Events

AUTOZONE INC 8-K Report (Nov 3, 2003)

Filed November 3, 2003For Securities:AZO

Summary

This Form 8-K filing from AutoZone Inc. (AZO) on November 3, 2003, primarily reports on the modification of a previously announced share sale by entities associated with ESL Investments, Inc. (ESL). Citigroup Global Markets, Inc. is involved as the underwriter. The core of the update is the reduction in the total number of shares being sold by ESL, specifically the cancellation of an over-the-counter option for an additional 4.4 million shares and the subsequent cancellation of a related offering of 1.8 million shares by a Citigroup affiliate. Investors should note that the public offering of approximately 5.6 million shares by ESL partnerships, raising an estimated $550 million, will still proceed as originally planned. Importantly, AutoZone itself will not be selling any shares in this transaction, meaning the proceeds will go directly to the selling ESL entities, not to the company's balance sheet. This filing clarifies the structure and scale of the ESL divestment.

Key Highlights

  • 1Modification of a previously announced sale of AutoZone (AZO) shares by ESL Investments, Inc. (ESL) partnerships.
  • 2Citigroup Global Markets, Inc. remains the underwriter for the public offering.
  • 3ESL partnerships will sell approximately 5.6 million shares of AutoZone common stock in a public offering.
  • 4The public offering is expected to generate approximately $550 million in proceeds for the selling ESL partnerships.
  • 5An over-the-counter option for an affiliate of Citigroup to purchase 4.4 million AutoZone shares has been cancelled.
  • 6A related offering of an additional 1.8 million AutoZone shares by a Citigroup affiliate has also been cancelled as a result of the option cancellation.
  • 7AutoZone Inc. will not sell any shares in this offering; proceeds go to ESL entities.

Frequently Asked Questions

This filing is to inform investors about the modification of a previously announced sale of AutoZone shares by ESL Investments, Inc. (ESL) partnerships. Specifically, certain option-based sales by ESL have been cancelled, altering the total number of shares being divested.

No, AutoZone Inc. will not be selling any shares in this offering. The shares being sold belong to ESL partnerships, and the proceeds from the sale will go directly to those entities, not to AutoZone's corporate treasury.

ESL partnerships will proceed with selling approximately 5.6 million shares of AutoZone common stock. This sale is expected to generate roughly $550 million for the ESL partnerships.

The significant change is the cancellation of an over-the-counter option that would have allowed an affiliate of Citigroup to purchase 4.4 million AutoZone shares. Consequently, a related offering of an additional 1.8 million shares by a Citigroup affiliate has also been cancelled. The primary sale of 5.6 million shares by ESL will still occur.