AUTOZONE, INC. - FORM 424B5
The information in
this preliminary prospectus supplement is not complete and may
be changed. This preliminary prospectus supplement and the
accompanying prospectus
are not an offer to sell these securities and are not soliciting
an offer to buy these securities in any jurisdiction where the
offer or sale is not permitted.
|
Filed Pursuant to Rule 424(b)(5)
Registration No. 333-152592
SUBJECT
TO COMPLETION
PRELIMINARY PROSPECTUS SUPPLEMENT DATED JULY 29, 2008
Prospectus
Supplement
,
2008
(To Prospectus Dated July 29, 2008)
$
AutoZone,
Inc.
% Senior
Notes Due 2014
We are offering $ million
aggregate principal amount
of % Senior Notes due 2014, or
the notes. We will pay interest on the notes
on
and
each year,
beginning ,
2009. The notes will mature on January , 2014.
We may redeem the notes at our option, at any time in whole or
from time to time in part, at the redemption prices described in
this prospectus supplement under Description of
Notes Optional Redemption. If a change of
control triggering event, as described herein, occurs, unless we
have exercised our option to redeem the notes, holders of the
notes may require us to repurchase the notes at the price
described in this prospectus supplement under Description
of Notes Change of Control.
The notes will be senior unsecured obligations and will rank
equally with our other senior unsecured liabilities and senior
to any future subordinated indebtedness. The notes will be
issued only in registered form in minimum denominations of
$2,000 and integral multiples of $1,000.
See Risk Factors beginning on
page S-4
for a discussion of certain risks that you should consider in
connection with an investment in the notes.
|
|
|
|
|
|
|
|
|
|
|
Per Note
|
|
|
Total
|
|
|
Public offering price(1)
|
|
|
|
%
|
|
$
|
|
|
Underwriting discount
|
|
|
|
%
|
|
$
|
|
|
Proceeds (before expenses) to AutoZone, Inc.
|
|
|
|
%
|
|
$
|
|
|
|
|
|
(1) |
|
Plus accrued interest, if any,
from ,
2008, if settlement occurs after that date. |
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of the notes
or determined that this prospectus supplement or the
accompanying prospectus is accurate or complete. Any
representation to the contrary is a criminal offense.
The underwriters expect to deliver the notes in book-entry form
only through the facilities of The Depository Trust Company
for the accounts of its participants, including Clearstream
Banking, société anonyme, and Euroclear Bank
S.A./N.V., as operator of the Euroclear System, against payment
in New York, New York
on ,
2008.
Joint
Book-Running Managers
|
|
|
Banc
of America Securities LLC |
Citi |
SunTrust Robinson Humphrey |
TABLE OF
CONTENTS
Prospectus
Supplement
|
|
|
|
|
|
|
Page
|
|
|
|
|
S-ii
|
|
|
|
|
S-ii
|
|
|
|
|
S-1
|
|
|
|
|
S-4
|
|
|
|
|
S-8
|
|
|
|
|
S-8
|
|
|
|
|
S-9
|
|
|
|
|
S-25
|
|
|
|
|
S-30
|
|
|
|
|
S-31
|
|
Prospectus
|
|
|
|
|
|
|
Page
|
|
|
|
|
|
(i
|
)
|
|
|
|
(i
|
)
|
|
|
|
(i
|
)
|
|
|
|
1
|
|
|
|
|
1
|
|
|
|
|
1
|
|
|
|
|
2
|
|
|
|
|
6
|
|
|
|
|
7
|
|
|
|
|
7
|
|
S-i
ABOUT THIS
PROSPECTUS SUPPLEMENT
You should read this prospectus supplement along with the
accompanying prospectus. This prospectus supplement and the
accompanying prospectus form one single document and both
contain information you should consider when making your
investment decision.
The distribution of this prospectus supplement and the
accompanying prospectus and the offering of the notes in certain
jurisdictions may be restricted by law. Persons into whose
possession this prospectus supplement and the accompanying
prospectus come should inform themselves about and observe any
such restrictions. This prospectus supplement and the
accompanying prospectus do not constitute, and may not be used
in connection with, an offer or solicitation by anyone in any
jurisdiction in which such offer or solicitation is not
authorized or in which the person making such offer or
solicitation is not qualified to do so or to any person to whom
it is unlawful to make such offer or solicitation.
You should rely only on the information contained or
incorporated by reference in this prospectus supplement, in the
accompanying prospectus and in any free writing prospectus filed
by us with the Securities and Exchange Commission. Neither we
nor the underwriters have authorized anyone to provide you with
additional or different information. If anyone provided you with
additional or different information, you should not rely on it.
Neither we nor the underwriters are making an offer to sell
these securities in any jurisdiction where the offer or sale is
not permitted. You should assume that the information contained
in this prospectus supplement, the accompanying prospectus, any
free writing prospectus filed by us with the Securities and
Exchange Commission and the documents incorporated by reference
is accurate only as of their respective dates. 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 supplement, 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 purchasers of
the notes.
FORWARD-LOOKING
STATEMENTS
All statements included or incorporated by reference in this
prospectus supplement and the accompanying 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 of 1933, as amended (the
Securities Act) and Section 21E of the
Securities Exchange Act of 1934, as amended (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 experience and perception of historical trends, current
conditions, expected future developments and other factors that
they believe to be appropriate. These are subject to a number of
risks and uncertainties, including, but not limited to, those
described in Item 1A to our annual report on
Form 10-K,
which is expressly incorporated by reference into this
prospectus supplement and the accompanying prospectus, and those
risks described in this prospectus supplement under Risk
Factors, and elsewhere in documents filed with the SEC and
incorporated by reference into this prospectus supplement and
the accompanying prospectus, as well as other factors that our
management has not yet identified, including without limitation,
competition, product demand, the economy, credit markets, the
ability to hire and retain qualified employees, consumer debt
levels, inflation, weather, raw material costs of our suppliers,
energy prices, war and the prospect of war, including terrorist
activity, availability of commercial transportation,
construction delays, access to available and feasible financing,
and changes in laws or regulations. 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.
S-ii
SUMMARY
This summary description of our business and the offering may
not contain all the information that may be important to you.
You should read this entire prospectus supplement and the
accompanying prospectus, including the information set forth
under the heading Risk Factors and the financial
data and related notes included or incorporated by reference
herein, before making an investment decision.
The
Company
We are the nations leading specialty retailer and a
leading distributor of automotive replacement parts and
accessories, with most of our sales to do-it-yourself
(DIY) customers. We began operations in 1979 and as
of May 3, 2008, we operated 4,032 stores in 48 states,
the District of Columbia and Puerto Rico in the United States,
and 130 stores in Mexico. Each of our stores carries an
extensive product line for cars, sport utility vehicles, vans
and light trucks, including new and remanufactured automotive
hard parts, maintenance items, accessories and non-automotive
products. In many of our stores we also have a commercial sales
program that provides commercial credit and prompt delivery of
parts and other products to local, regional and national repair
garages, dealers and service stations. We also sell the ALLDATA
brand automotive diagnostic and repair software. On the internet
at www.autozone.com, we sell diagnostic and repair
information, auto and light truck parts, and accessories. We do
not derive revenue from automotive repair or installation
services. Our website does not constitute a part of this
prospectus supplement and is not incorporated by reference
herein.
Risk
Factors
Investment in the notes involves risks. You should carefully
consider the information under Risk Factors
beginning on
page S-4
and all other information in the prospectus supplement and
accompanying prospectus.
Additional
Information
AutoZone, Inc. is a Nevada corporation. Our executive offices
are located at 123 South Front Street, Memphis, Tennessee 38103,
and our telephone number is
(901) 495-6500.
We maintain a website at www.autozoneinc.com. Information
contained on our website does not constitute a part of this
document and is not incorporated by reference herein.
S-1
The
Offering
The following is a brief summary of some of the terms of this
offering. It does not contain all of the information that you
need to consider in making your investment decision. To
understand all of the terms of the offering of the notes, you
should carefully read this prospectus supplement and the
accompanying prospectus.
|
|
|
Issuer |
|
AutoZone, Inc. |
|
Securities Offered |
|
$ million aggregate principal
amount of % Senior Notes due
2014 |
|
Maturity Date |
|
January , 2014 |
|
Interest Rate |
|
% |
|
Interest Payment Dates |
|
and ,
beginning ,
2009 |
|
Interest Rate Adjustment |
|
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 under
Description of Notes Interest Rate
Adjustment. |
|
Optional Redemption |
|
We may redeem the notes, at any time in whole or from time to
time in part, at our option, on not less than 30 nor more than
60 days notice, at the redemption prices described
under Description of Notes Optional
Redemption. |
|
Ranking |
|
The notes: |
|
|
|
will be unsecured obligations;
|
|
|
|
will rank equally and ratably with all our existing
and future unsecured and unsubordinated debt and other
liabilities;
|
|
|
|
will be senior to any future subordinated debt and
other liabilities;
|
|
|
|
will be junior to any secured debt to the extent of
the assets securing such debt and other liabilities; and
|
|
|
|
will be effectively junior to all existing and
future debt and other liabilities of our subsidiaries.
|
|
Change of Control |
|
If a Change of Control Triggering Event occurs, unless we have
exercised our option to redeem the notes, holders of the notes
may require us to repurchase the notes at a specified price.
See Description of Notes Change of
Control. |
|
Covenants |
|
The indenture under which the notes will be issued will contain
covenants restricting our 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 our assets to
another person. |
|
Lack of a Public Market for the Notes |
|
We do not intend to apply to list the notes on any securities
exchange. There are no existing trading markets for the notes,
and there can be no assurance regarding: |
|
|
|
any future development or liquidity of a trading
market for the notes;
|
|
|
|
your ability to sell your notes at all; or
|
S-2
|
|
|
|
|
the prices at which you may be able to sell your
notes.
|
|
Form and Denominations |
|
We will issue the notes in the form of one or more fully
registered global notes registered in the name of the nominee of
The Depository Trust Company, or DTC. Beneficial interests in
the notes will be represented through book-entry accounts of
financial institutions acting on behalf of beneficial owners as
direct and indirect participants in DTC. Clearstream Banking,
société anonyme, and Euroclear Bank S.A./N.V., as
operator of the Euroclear System, will hold interests on behalf
of their participants through their respective U.S.
depositaries, which in turn will hold such interests in account
as participants of DTC. Except in the limited circumstances
described in this prospectus supplement, owners of beneficial
interests in the notes will not be entitled to have notes
registered in their names, will not receive or be entitled to
receive notes in definitive form and will not be considered
holders of notes under the indenture. The notes will be issued
only in minimum denominations of $2,000 and integral multiples
of $1,000 in excess thereof. |
|
Use of Proceeds |
|
We intend to use the net proceeds from this offering to repay,
redeem or repurchase existing debt, including commercial paper,
for working capital, capital expenditures, new store openings,
repurchases of common stock under our stock repurchase program,
acquisitions and for general corporate purposes. |
|
Further Issues |
|
We may, without the consent of the holders of the notes, create
and issue additional notes of such series ranking equally and
ratably with the notes and otherwise identical to the notes in
all respects. These additional notes, if any, will form a
single series with the notes offered hereby and will have the
same terms as to status, redemption or otherwise as such notes. |
|
Trustee |
|
The Bank of New York Mellon Trust Company, N.A. |
|
Governing Law |
|
The indenture and the notes provide that they will be governed
by, and construed in accordance with, the laws of the State of
New York. |
S-3
RISK
FACTORS
An investment in the notes involves a degree of risk. You
should carefully consider the risks and uncertainties described
below and other information contained in this prospectus
supplement and the accompanying prospectus before you decide
whether to invest in the notes. If any of the following risks
were to occur, our business, financial condition, results of
operations and liquidity could be materially adversely affected.
This may affect our ability to pay interest on the notes or
repay the principal when due, and you may lose part or all of
your investment.
Risks Related to
the Notes
The
notes will not be guaranteed by any of our subsidiaries and will
be structurally subordinated to the debt and other liabilities
and any preferred equity of our subsidiaries, which means that
creditors and preferred equity holders of our subsidiaries will
be paid from their assets before holders of the notes would have
any claims to those assets.
The notes are exclusively obligations of AutoZone, Inc. Because
most of our operations are currently conducted through
subsidiaries, our cash flow and our consequent ability to
service our debt, including the notes, 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 notes 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 notes will be effectively subordinated to all indebtedness
and other liabilities, including current liabilities and
commitments under leases, if any, of our subsidiaries. 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 notes to participate in
those assets) will be effectively subordinated to the claims of
that subsidiarys 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.
Your
right to receive payments on the notes is effectively
subordinated to the rights of secured creditors.
Holders of our secured indebtedness and the secured indebtedness
of any future guarantors will have claims that are prior to your
claims as holders of the notes to the extent of the value of the
assets securing that other indebtedness. The notes will be
effectively subordinated to all of our secured indebtedness to
the extent of the assets securing such debt. In the event of any
distribution or payment of our assets or any pledged capital
stock in any foreclosure, dissolution,
winding-up,
liquidation, reorganization or other bankruptcy proceeding,
holders of secured indebtedness will have prior claim to those
of our assets and any pledged capital stock that constitute
their collateral. Holders of the notes will participate ratably
with all holders of our unsecured indebtedness that is deemed to
be of the same class as the notes, and potentially with all of
our other general creditors, based upon the respective amounts
owed to each holder or creditor, in our remaining assets. In any
of the foregoing events, we cannot assure you that there will be
sufficient assets to pay amounts due on the notes. As a result,
holders of notes may receive less, ratably, than holders of
secured indebtedness.
If we
default on our obligations to pay our other indebtedness, we may
not be able to make payments on the notes.
Any default under the agreements governing our indebtedness,
including a default under our existing credit facility that is
not waived by the required lenders, and the remedies sought by
the holders of such indebtedness could make us unable to pay
principal, premium, if any, and interest on the notes and
substantially decrease the market value of the notes. If we are
unable to generate sufficient cash flow and are otherwise unable
to obtain funds necessary to meet required payments of
principal, premium, if any, and
S-4
interest on our indebtedness, or if we otherwise fail to comply
with the various covenants, including financial and operating
covenants, in the instruments governing our indebtedness
(including our existing credit facility), we could be in default
under the terms of the agreements governing such indebtedness.
In the event of such default, the holders of such indebtedness
could elect to declare all the funds borrowed thereunder to be
due and payable, together with accrued and unpaid interest, the
lenders under our existing credit facility could elect to
terminate their commitments, cease making further loans and
institute foreclosure proceedings against our assets, and we
could be forced into bankruptcy or liquidation. If our operating
performance declines, we may in the future need to seek to
obtain waivers from the required lenders under our existing
credit facility or other debt that we may incur in the future to
avoid being in default. If we breach our covenants under our
existing credit facility and seek a waiver, we may not be able
to obtain a waiver from the required lenders. If this occurs, we
would be in default under our existing credit facility, the
lenders could exercise their rights as described above, and we
could be forced into bankruptcy or liquidation. If we are unable
to repay debt, lenders having secured obligations could proceed
against the collateral securing the debt. Because the indenture
governing the notes, the indentures governing our notes that are
currently outstanding and the agreements governing our existing
credit facility will have customary cross-default provisions, if
the indebtedness under the notes or under our existing credit
facility or any of our other facilities is accelerated, we may
be unable to repay or finance the amounts due. See
Description of Notes.
If an
active trading market does not develop for these notes you may
not be able to resell them.
Prior to this offering, there was no public market for these
notes and we cannot assure you that an active trading market
will develop for the notes. We do not intend to apply to list
the notes on any securities exchange. If no active trading
market develops, you may not be able to resell your notes at
their fair market value or at all. Future trading prices of the
notes will depend on many factors, including, among other
things, prevailing interest rates, our operating results and the
market for similar securities. We have been informed by the
underwriters that they currently intend to make a market in
these notes after this offering is completed. However, the
underwriters may cease their market-making at any time.
The
indenture does not restrict the amount of additional debt that
we may incur.
The notes and indenture under which the notes will be issued do
not place any limitation on the amount of unsecured debt that
may be incurred by us. Our incurrence of additional debt may
have important consequences for you as a holder of the notes,
including making it more difficult for us to satisfy our
obligations with respect to the notes, a loss in the trading
value of your notes, if any, and a risk that the credit rating
of the notes is lowered or withdrawn.
Our
credit ratings may not reflect all risks of your investments in
the notes.
Our credit ratings are an assessment by rating agencies of our
ability to pay our debts when due. Consequently, real or
anticipated changes in our credit ratings will generally affect
the market value of the notes. These credit ratings may not
reflect the potential impact of risks relating to structure or
marketing of the notes. Agency ratings are not a recommendation
to buy, sell or hold any security, and may be revised or
withdrawn at any time by the issuing organization. Each
agencys rating should be evaluated independently of any
other agencys rating.
We may
not be able to repurchase the notes upon a change of
control.
Upon the occurrence of specific kinds of change of control
events, unless we have exercised our right to redeem the notes,
each holder of the notes will have the right to require us to
repurchase all or any part of such holders notes at a
price equal to 101% of their principal amount, plus accrued and
unpaid interest, if any, to the date of repurchase. If we
experience a Change of Control Triggering Event, there can be no
assurance that we would have sufficient financial resources
available to satisfy our obligations to repurchase the notes.
Our failure to purchase the notes as required under the
indenture governing the notes would result in a default under
the indenture, which could have material adverse consequences
for us and the holders of the notes. See Description of
Notes Change of Control.
S-5
Risks Related to
the Company
We may
not be able to sustain our recent rate of sales
growth.
We have increased our store count in the past five fiscal years,
growing from 3,107 stores at August 31, 2002, to 4,056
stores at August 25, 2007, an average store count increase
per year of 5%. As of May 3, 2008, our store count was
4,162 stores. Additionally, we have increased annual revenues in
the past five fiscal years from $5.326 billion in our
fiscal year ended August 31, 2002 to $6.170 billion in
our fiscal year ended August 25, 2007, an average increase
per year of 3%. Annual revenue growth is driven by the opening
of new stores and same-store sales. We cannot provide any
assurance that we can continue to open stores or increase
same-store sales.
Our
business depends upon qualified employees.
As of May 3, 2008, our consolidated employee count was
approximately 53,400. We cannot assure you that we can continue
to hire and retain qualified employees at current wage rates. If
we do not maintain competitive wages, our customer service could
suffer by reason of a declining quality of our workforce or,
alternatively, our earnings could 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. Higher 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. These vehicles are generally
no longer under the original vehicle manufacturers
warranties and tend to need more maintenance and repair than
younger vehicles.
|
|
|
|
the weather. Inclement weather may cause
vehicle maintenance to be deferred.
|
|
|
|
the economy. In periods of rapidly declining
economic conditions, both retail DIY and commercial do-it-for-me
(DIFM) customers may defer vehicle maintenance or
repair. During periods of expansionary economic conditions, more
of our DIY customers may pay others to repair and maintain their
cars instead of working on their own vehicles or they may
purchase new vehicles.
|
|
|
|
|
|
rising energy prices. Increases in energy
prices may cause our customers to defer purchases of certain of
our products as they use a higher percentage of their income to
pay for gasoline and other energy costs.
|
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 warranties or maintenance
offered on new vehicles; and
|
|
|
|
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
sales and profits may decline.
The sale of automotive parts, accessories and maintenance items
is highly competitive based on many factors, including name
recognition, product availability, customer service, store
location and price. Competitors are rapidly opening locations
near our existing stores. We compete as a supplier in both the
DIY and DIFM auto parts and accessories markets.
Competitors include national, regional and local auto parts
chains, independently owned parts stores, jobbers, repair shops,
car washes and auto dealers, in addition to discount and mass
merchandise stores, department stores, hardware stores,
supermarkets, drugstores, convenience stores 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
S-6
employees; merchandise quality, selection and availability;
product warranty; store layout, location and convenience; price;
and the strength of our AutoZone brand name, trademarks and
service marks; 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 if
our competitors develop more effective strategies, we could lose
customers and our sales and profits may decline.
If we
cannot profitably increase our 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 market, to increase commercial sales we must compete
against national and regional auto parts chains, independently
owned parts stores, wholesalers and jobbers, repair shops and
auto dealers. Although we believe we compete effectively on the
basis of customer service, merchandise quality, selection and
availability, price, product warranty and distribution
locations, and the strength of our AutoZone brand name,
trademarks and service marks, some automotive aftermarket
jobbers have been in business for substantially longer periods
of time than we have, have developed long-term customer
relationships and have large 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.
In recent years, several of our vendors have merged. 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.
If our competitors consolidate with other auto parts chains and
are able to achieve efficiencies in their mergers, then there
may be greater competitive pressures in the markets in which
they are stronger.
War or
acts of terrorism or the threat of either may negatively impact
availability of merchandise and adversely impact our
sales.
War or acts of terrorism, or the threat of either, 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.
Rising
energy prices may negatively impact our
profitability.
As mentioned above, rising energy prices may impact demand for
the products that we sell, overall transaction count and our
profitability. Higher energy prices impact our merchandise
distribution, commercial delivery, utility, and product costs,
and we may not be able to recover these rising energy costs
through increased prices charged to our customers.
Demand
for our merchandise may decline if vehicle manufacturers refuse
to make available the information our customers need to work on
their own vehicles.
Demand for our merchandise may decline if vehicle manufacturers
refuse to make available to the automotive aftermarket industry
diagnostic, repair and maintenance information that our
customers, both retail and commercial, require to diagnose,
repair and maintain their vehicles. Without public dissemination
of this information, consumers may be forced to have all
diagnostic work, repairs and maintenance performed by the
vehicle manufacturers dealer network.
S-7
USE OF
PROCEEDS
We intend to use the net proceeds from this offering to repay,
redeem or repurchase existing debt, including commercial paper,
for working capital, capital expenditures, new store openings,
repurchases of common stock under our stock repurchase program,
acquisitions and for general corporate purposes. We may invest
funds not required immediately for these purposes in short-term,
interest-bearing or other investment-grade securities.
RATIO OF EARNINGS
TO FIXED CHARGES
Our consolidated ratio of earnings to fixed charges is as
follows for the periods indicated:
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year Ended
|
|
Thirty-Six Weeks Ended
|
August 30,
|
|
August 28,
|
|
August 27,
|
|
August 26,
|
|
August 25,
|
|
May 5,
|
|
May 3,
|
2003
|
|
2004
|
|
2005
|
|
2006
|
|
2007
|
|
2007
|
|
2008
|
|
7.9x
|
|
7.9x
|
|
7.0x
|
|
6.7x
|
|
6.5x
|
|
6.2x
|
|
6.2x
|
We have computed the ratio of earnings to fixed charges by
dividing earnings by fixed charges. For this purpose,
earnings consist of income before income 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 on operating leases deemed
representative of interest.
S-8
DESCRIPTION OF
NOTES
The following description of the terms and provisions of the
notes supplements the description in the accompanying prospectus
of the general terms and provisions of the debt securities, to
which description reference is hereby made. In this section
entitled Description of Notes, references to
we, us, our, and
AutoZone, Inc. include only AutoZone, Inc. and not
any of its subsidiaries.
General
The aggregate principal amount of the notes offered hereby will
initially be limited to $ , subject
to increase as set forth under Further Issues below.
The notes will mature on January , 2014 and
will bear interest at a rate of %
per year.
The notes will be issued under an indenture dated as of
August 8, 2003, between us and The Bank of New York Mellon
Trust Company, N.A. (successor to Bank One
Trust Company, N.A.), as trustee, as supplemented by an
officers certificate
dated ,
2008, setting forth the terms and conditions of the notes. We
refer to the indenture, as supplemented by the officers
certificate
dated ,
2008, as the indenture.
Interest on the notes will accrue
from ,
2008 and will be payable semiannually in arrears
on
and
of each year, beginning
on ,
2009, to the persons in whose names the notes are registered at
the close of business
on
and
preceding the respective interest payment dates. If any payment
is not a business day, then payment will be made on the next
business day, but without any additional interest or other
amount. Interest will be computed on the notes on the basis of a
360-day year
of twelve
30-day
months.
The notes will not be subject to any sinking fund.
The notes will be represented by one or more registered notes in
global form, but in certain limited circumstances may be
represented by notes in definitive form. See Description
of Notes Book-Entry Delivery and
Settlement Global Notes. The notes will be
issued only in minimum denominations of $2,000, and integral
multiples of $1,000.
Ranking
The notes will be senior unsecured obligations of AutoZone, Inc.
and will rank equally and ratably with all other unsecured and
unsubordinated indebtedness of AutoZone, Inc. from time to time
outstanding. The notes are exclusively obligations of AutoZone,
Inc. Because most of our operations are currently conducted
through subsidiaries, our cash flow and our consequent ability
to service our debt, including the notes, 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 notes 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 notes will be effectively subordinated to all indebtedness
and other liabilities, including current liabilities and
commitments under leases, if any, of our subsidiaries. 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 notes to participate in
those assets) will be effectively subordinated to the claims of
that subsidiarys 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. As of May 3, 2008, our
subsidiaries had no outstanding debt. See Risk Factors
Risks Related to the Notes The notes
will not be guaranteed by any of our subsidiaries and will be
structurally subordinated to the debt and other liabilities and
any preferred equity of our subsidiaries, which means that
creditors and preferred
S-9
equity holders of our subsidiaries will be paid from their
assets before holders of the notes would have any claims to
those assets.
Interest Rate
Adjustment
The interest rate payable on the notes will be subject to
adjustments from time to time if any of the three Rating
Agencies downgrades (or subsequently upgrades) its rating
assigned to the notes in the manner described below.
If the rating of the notes from any one or more of the three
Rating Agencies is decreased to a rating set forth in any of the
immediately following tables, the interest rate on the notes
will increase from the interest rate otherwise payable on the
notes by an amount equal to the sum of the percentages set forth
in the following tables opposite those ratings; provided, that
only the two lowest ratings assigned to the notes (or deemed
assigned, as provided in the rules of interpretation set forth
below) will be taken into account for purposes of any interest
rate adjustment:
|
|
|
|
|
Moodys Rating
|
|
Percentage
|
|
|
Ba1
|
|
|
0.25
|
%
|
Ba2
|
|
|
0.50
|
%
|
Ba3
|
|
|
0.75
|
%
|
B1 or below
|
|
|
1.00
|
%
|
|
|
|
|
|
S&P Rating
|
|
Percentage
|
|
|
BB+
|
|
|
0.25
|
%
|
BB
|
|
|
0.50
|
%
|
BB−
|
|
|
0.75
|
%
|
B+ or below
|
|
|
1.00
|
%
|
|
|
|
|
|
Fitch Rating
|
|
Percentage
|
|
|
BB+
|
|
|
0.25
|
%
|
BB
|
|
|
0.50
|
%
|
BB−
|
|
|
0.75
|
%
|
B+ or below
|
|
|
1.00
|
%
|
If at any time the interest rate on the notes has been adjusted
upward and any of the Rating Agencies subsequently increases its
rating of the notes, the interest rate on the notes will again
be adjusted (and decreased, if appropriate) such that the
interest rate on the notes equals the interest rate otherwise
payable on the notes prior to any adjustment plus (if
applicable) an amount equal to the sum of the percentages set
forth opposite the ratings in the tables above with respect to
the two lowest ratings assigned to the notes (or deemed
assigned) at that time, all calculated in accordance with the
rules of interpretation set forth below.
Any interest rate increase or decrease described above will take
effect from the first business day after the rating change has
occurred.
For purposes of making adjustments to the interest rate payable
on the notes, the following rules of interpretation will apply:
|
|
|
|
|
if a Rating Agency has ceased to provide a rating of the notes
for any reason, that Rating Agency will be deemed to have rated
the notes at the lowest level contemplated by the table above;
|
|
|
|
if only one of the three Rating Agencies ceases to provide a
rating of the notes for any reason, the deemed rating of that
Rating Agency will be disregarded for purposes of all interest
rate adjustments;
|
|
|
|
if two of the three Rating Agencies cease to provide a rating of
the notes for any reason, the deemed rating of only one of such
two Rating Agencies will be disregarded;
|
S-10
|
|
|
|
|
if all three Rating Agencies cease to provide a rating of the
notes for any reason, the interest rate on the notes will
increase to, or remain at, as the case may be, 2.00% above the
interest rate otherwise payable on the notes prior to any
adjustment;
|
|
|
|
each interest rate adjustment required by any decrease or
increase in a rating by any one Rating Agency will be made
independently of (and in addition to) any and all other
adjustments; and
|
|
|
|
in no event will (A) the per annum interest rate on the
notes be reduced below the interest rate set forth on the cover
page of this prospectus supplement or (B) the per annum
interest rate on the notes exceed 2.00% above the interest rate
set forth on the cover page of this prospectus supplement.
|
The interest rates on the notes will permanently cease to be
subject to any adjustment described above (notwithstanding any
subsequent decrease in the ratings by any Rating Agency) if the
notes become rated A3 (or its equivalent) or higher
by Moodys, A− (or its equivalent) or
higher by S&P and A− (or its equivalent)
by Fitch, in each case with a stable or positive outlook.
For purposes of the foregoing discussion of an interest rate
adjustment, the following definitions are applicable.
Fitch means Fitch Inc., and its successors.
Moodys means Moodys Investors
Service, Inc., and its successors.
Rating Agency means each of Fitch,
Moodys and S&P.
S&P means Standard &
Poors Ratings Services, a division of The McGraw-Hill
Corporation, Inc., and its successors.
Optional
Redemption
The notes will be redeemable, at any time in whole or from time
to time in part, at our option, at a redemption price equal to
accrued and unpaid interest on the principal amount being
redeemed to the date of redemption plus the greater of:
|
|
|
|
|
100% of the principal amount of the notes to be
redeemed; and
|
|
|
|
the sum of the present values of the remaining scheduled
payments of principal and interest on the notes to be redeemed
(not including any portion of such payments of interest accrued
to the date of redemption) discounted to the date of redemption
on a semiannual basis (assuming a
360-day year
consisting of twelve
30-day
months) at the Adjusted Treasury Rate,
plus
basis points, as determined in good faith by us.
|
For purposes of determining the optional redemption, the
following definitions are applicable.
Adjusted Treasury Rate means, with respect to
any date of redemption, the rate per year equal to the
semi-annual equivalent yield to maturity of the Comparable
Treasury Issue, assuming a price for the Comparable Treasury
Issue (expressed as a percentage of its principal amount) equal
to the Comparable Treasury Price for that date of redemption.
Comparable Treasury Issue means the United
States Treasury security selected by the Quotation Agent as
having a maturity comparable to the remaining term of the notes
to be redeemed that would be used, at the time of selection and
under customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the
remaining term of the notes.
Comparable Treasury Price means, with respect
to any date of redemption, the average of the Reference Treasury
Dealer Quotations for the date of redemption, after excluding
the highest and lowest Reference Treasury Dealer Quotations, or
if the trustee obtains fewer than four Reference Treasury Dealer
Quotations, the average of all Reference Treasury Dealer
Quotations.
Quotation Agent means one of the Reference
Treasury Dealer appointed by us.
S-11
Reference Treasury Dealer means each of Banc
of America Securities LLC, Citigroup Global Markets Inc.,
SunTrust Robinson Humphrey, Inc. and their respective successors
and any other primary U.S. government securities dealer in
New York City we select (each, a Primary Treasury
Dealer). If any of the foregoing ceases to be a Primary
Treasury Dealer, we must substitute another Primary Treasury
Dealer.
Reference Treasury Dealer Quotations means,
with respect to each Reference Treasury Dealer and any date of
redemption, the average, as determined by the trustee, of the
bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount)
quoted in writing by the Reference Treasury Dealer at
5:00 p.m., New York City time, on the third business day
before the date of redemption.
Notice of any redemption will be mailed at least 30 days
but not more than 60 days before the date of redemption to
each holder of the notes to be redeemed. Unless we default in
payment of the redemption price, on and after the date of
redemption, interest will cease to accrue on the notes or
portions of the notes called for redemption.
Change of
Control
If a Change of Control Triggering Event occurs with respect to
the notes, unless we have exercised our option to redeem such
notes as described above, holders of the notes will have the
right to require us to make an offer (a Change of Control
Offer) to each holder of the notes with respect to which
such Change of Control Triggering Event has occurred to
repurchase all or any part (equal to $2,000 or an integral
multiple of $1,000 in excess thereof) of that holders
notes on the terms set forth in such notes. In a Change of
Control Offer, we will be required to offer payment in cash
equal to 101% of the aggregate principal amount of notes
repurchased, plus accrued and unpaid interest, if any, on the
notes repurchased to the date of repurchase (a Change of
Control Payment). Within 30 days following any Change
of Control Triggering Event or, at our option, prior to any
Change of Control, but after public announcement of the
transaction that constitutes or may constitute the Change of
Control, a notice will be mailed to holders of the notes,
describing the transaction that constitutes or may constitute
the Change of Control Triggering Event and offering to
repurchase such notes on the date specified in the applicable
notice, which date will be no earlier than 30 days and no
later than 60 days from the date such notice is mailed (a
Change of Control Payment Date). The notice will, if
mailed prior to the date of consummation of the Change of
Control, state that the Change of Control Offer is conditioned
on the Change of Control Triggering Event occurring on or prior
to the applicable Change of Control Payment Date.
On each Change of Control Payment Date, we will, to the extent
lawful:
|
|
|
|
|
accept for payment all notes or portions of notes properly
tendered pursuant to the applicable Change of Control Offer;
|
|
|
|
deposit with the paying agent an amount equal to the Change of
Control Payment in respect of all notes or portions of notes
properly tendered; and
|
|
|
|
deliver or cause to be delivered to the trustee the notes
properly accepted together with an officers certificate
stating the aggregate principal amount of notes or portions of
notes being repurchased.
|
We will not be required to make a Change of Control Offer upon
the occurrence of a Change of Control Triggering Event if a
third party makes such an offer in the manner, at the times and
otherwise in compliance with the requirements for an offer made
by us and the third party repurchases all notes properly
tendered and not withdrawn under its offer. In addition, we will
not repurchase any notes if there has occurred and is continuing
on the Change of Control Payment Date an event of default under
the indenture, other than a default in the payment of the Change
of Control Payment upon a Change of Control Triggering Event.
We will comply with the requirements of
Rule 14e-1
under the Exchange Act, and any other securities laws and
regulations thereunder to the extent those laws and regulations
are applicable in connection with the repurchase of the notes as
a result of a Change of Control Triggering Event. To the extent
that the provisions of any such securities laws or regulations
conflict with the Change of Control Offer provisions of the
notes,
S-12
we will comply with those securities laws and regulations and
will not be deemed to have breached our obligations under the
Change of Control Offer provisions of the notes by virtue of any
such conflict.
For purposes of the foregoing discussion of the repurchase of
the notes at the option of the holders, the following
definitions are applicable.
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.
Change of Control means the occurrence of any
of the following: (1) the direct or indirect sale, lease,
transfer, conveyance or other disposition (other than by way of
merger or consolidation), in one or more series of related
transactions, of all or substantially all of our assets and the
assets of our subsidiaries, taken as a whole, to any Person,
other than AutoZone, Inc. or one of our subsidiaries;
(2) the consummation of any transaction (including, without
limitation, any merger or consolidation) the result of which is
that any Person becomes the beneficial owner (as defined in
Rules 13d-3
and 13d-5
under the Exchange Act), directly or indirectly, of more than
50% of our outstanding Voting Stock or other Voting Stock into
which our Voting Stock is reclassified, consolidated, exchanged
or changed, measured by voting power rather than number of
shares; (3) we consolidate with, or merge with or into, any
Person, or any Person consolidates with, or merges with or into,
us, in any such event pursuant to a transaction in which any of
our outstanding Voting Stock or the Voting Stock of such other
Person is converted into or exchanged for cash, securities or
other property, other than any such transaction where the shares
of our Voting Stock outstanding immediately prior to such
transaction constitute, or are converted into or exchanged for,
a majority of the Voting Stock of the surviving Person or any
direct or indirect parent company of the surviving Person
immediately after giving effect to such transaction;
(4) the first day on which a majority of the members of our
Board of Directors are not Continuing Directors; or (5) the
adoption of a plan relating to AutoZone, Inc.s liquidation
or dissolution. Notwithstanding the foregoing, a transaction
will not be deemed to involve a Change of Control under
clause (2) above if (i) we become a direct or indirect
wholly-owned subsidiary of a holding company and (ii)(A) the
direct or indirect holders of the Voting Stock of such holding
company immediately following that transaction are substantially
the same as the holders of our Voting Stock immediately prior to
that transaction or (B) immediately following that
transaction no Person (other than a holding company satisfying
the requirements of this sentence) is the beneficial owner,
directly or indirectly, of more than 50% of the Voting Stock of
such holding company.
Change of Control Triggering Event means the
occurrence of both a Change of Control and a Rating Event.
Continuing Directors means, as of any date of
determination, any member of our Board of Directors who
(A) was a member of such Board of Directors on the date the
notes were issued or (B) was nominated for election,
elected or appointed to such Board of Directors with the
approval of a majority of the continuing directors who were
members of such Board of Directors at the time of such
nomination, election or appointment (either by a specific vote
or by approval of a proxy statement in which such member was
named as a nominee for election as a director, without objection
to such nomination).
Fitch means Fitch Inc., and its successors.
Investment Grade Rating means a rating equal
to or higher than BBB- (or the equivalent) by Fitch, Baa3 (or
the equivalent) by Moodys and BBB- (or the equivalent) by
S&P, and the equivalent investment grade credit rating from
any replacement Rating Agency or Rating Agencies selected by us.
Moodys means Moodys Investors
Service, Inc., and its successors.
Person has the meaning given thereto in
Section 13(d)(3) of the Exchange Act.
Rating Agencies means (1) each of Fitch,
Moodys and S&P; and (2) if any of Fitch,
Moodys or S&P ceases to rate the notes or fails to
make a rating of the notes publicly available for reasons
outside of our control, a nationally recognized
statistical rating organization within the meaning of
Rule 15c3-1(c)(2)(vi)(F)
S-13
under the Exchange Act selected by us (as certified by a
resolution of our Board of Directors) as a replacement agency
for Fitch, Moodys or S&P, or all of them, as the case
may be.
Rating Event means the rating on the notes is
lowered by at least two of the three Rating Agencies and the
notes are rated below an Investment Grade Rating by at least two
of the three Rating Agencies on any day during the period (which
period will be extended so long as the rating of the notes is
under publicly announced consideration for a possible downgrade
by any of the Rating Agencies) commencing 60 days prior to
the first public notice of the occurrence of a Change of Control
or our intention to effect a Change of Control and ending
60 days following consummation of such Change of Control.
S&P means Standard &
Poors Ratings Services, a division of The McGraw-Hill
Corporation, Inc., and its successors.
Voting Stock means, with respect to any
specified Person as of any date, the Capital Stock of such
Person that is at the time entitled to vote generally in the
election of the Board of Directors of such Person.
Covenants
Limitation
on Liens
The indenture provides 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 any senior debt securities, without making effective
provision to secure all of the notes, equally and ratably with
any and all other debt secured thereby, so long as such debt
shall be so secured.
Limitation
on Sale and Leaseback Transactions
Under the indenture, we covenant that we will not, and will not
permit any subsidiary to, enter into any arrangement with any
person providing for the leasing by us or any subsidiary of any
Property that has been or is to be sold or transferred by us or
such subsidiary to such person more than 180 days following
our or our subsidiarys acquisition of such Property, with
the intention of taking back a lease of such Property (a
Sale and Leaseback Transaction) unless the terms of
such sale or transfer have been determined by our board of
directors to be fair and arms-length and either:
|
|
|
|
|
within 12 months after the receipt of the proceeds of the
sale or transfer, we or any subsidiary apply an amount equal to
the greater of the net proceeds of the sale or transfer or the
fair value of such Property at the time of such sale or transfer
to the prepayment or retirement (other than any mandatory
prepayment or retirement) of Senior Funded Debt; or
|
|
|
|
we or such subsidiary would be entitled, at the effective date
of the sale or transfer, to incur debt secured by a Lien on such
Property in an amount at least equal to the Attributable Debt in
respect of the Sale and Leaseback Transaction, without equally
and ratably securing the notes pursuant to the covenant
described under Limitation on Liens.
|
The foregoing restriction in the paragraph above will not apply
to any Sale and Leaseback Transaction (i) for a term of not
more than three years including renewals; or (ii) between
us and a subsidiary or between subsidiaries, provided that the
lessor is us or a wholly owned subsidiary.
Consolidation,
Merger and Sale of Assets
We may not consolidate with or merge with or into, or convey,
transfer or lease all or substantially all of our properties and
assets to, any person, which we refer to as a successor person,
unless:
|
|
|
|
|
we are the surviving corporation or the successor person (if
other than AutoZone, Inc.) is organized and validly existing
under the laws of any U.S. domestic jurisdiction and
expressly assumes our obligations on the notes and under the
indenture;
|
S-14
|
|
|
|
|
immediately after giving effect to the transaction, no event of
default, and no event which, after notice or lapse of time, or
both, would become an event of default, shall have occurred and
be continuing under the indenture; and
|
|
|
|
certain other conditions are met.
|
Notwithstanding the foregoing, any of our subsidiaries may
consolidate with, merge into or transfer all or part of its
properties and assets to us or any of our direct or indirect
wholly owned subsidiaries.
No
Restriction on Sale or Issuance of Stock of
Subsidiaries
The indenture does 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 (as defined
above in Change of Control) of any of
our subsidiaries, nor does it 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.
Definitions
The following terms used in Description of
Notes Covenants are defined as follows.
Attributable Debt in respect of a Sale and
Leaseback Transaction means, at the time of determination, the
present value discounted at the rate of interest implicit in the
terms of the lease (as determined in good faith by us) of the
obligations of the lessee under such lease for net rental
payments during the remaining term of the lease (including any
period for which such lease has been extended or may, at our
option, be extended).
Consolidated Net Tangible Assets means the
aggregate amount of our assets (less applicable reserves and
other properly deductible items) and our consolidated
subsidiaries assets after deducting therefrom (a) all
current liabilities (excluding any debt for money borrowed
having a maturity of less than twelve months from the date of
our most recent consolidated balance sheet but which by its
terms is renewable or extendable beyond twelve 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 computed in accordance with GAAP.
Funded Debt means debt which matures more
than one year from the date of creation, or which is extendable
or renewable at the sole option of the obligor so that it may
become payable more than one year from such date or which is
classified, in accordance with United States generally accepted
accounting principles, as long-term debt on the consolidated
balance sheet for the most-recently ended fiscal quarter (or if
incurred subsequent to the date of such balance sheet, would
have been so classified) of the person for which the
determination is being made. Funded Debt does not include
(1) obligations created pursuant to leases, (2) any
debt or portion thereof maturing by its terms within one year
from the time of any computation of the amount of outstanding
Funded Debt unless such debt shall be extendable or renewable at
the sole option of the obligor in such manner that it may become
payable more than one year from such time, or (3) any debt
for which money in the amount necessary for the payment or
redemption of such debt is deposited in trust either at or
before the maturity date thereof.
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);
|
S-15
|
|
|
|
|
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;
|
|
|
|
|
|
Liens securing indebtedness incurred to finance the purchase
price or cost of construction of Property (or additions,
substantial repairs, alterations or substantial improvements
thereto), provided that such Liens and the indebtedness secured
thereby are incurred within twelve months of the later of
acquisition or completion of construction (or addition, repair,
alteration or improvement) and full operation thereof;
|
|
|
|
Liens securing industrial revenue bonds, pollution control bonds
or similar types of tax-exempt bonds;
|
|
|
|
Liens arising from deposits with, or the giving of any form of
security to, any governmental agency required as a condition to
the transaction of business or exercise of any privilege,
franchise or license;
|
|
|
|
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 this prospectus supplement 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
securing debt having an aggregate principal amount (or deemed
amount, in the case of Attributable Debt) not to exceed, as of
any date of incurrence of such secured debt pursuant to this
clause and after giving effect to such incurrence and the
application of the proceeds therefrom, the greater of
(1) $500 million and (2) 15% of our Consolidated
Net Tangible Assets.
|
S-16
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 Significant Subsidiaries.
Senior Funded Debt means all Funded Debt of
ours or our subsidiaries (except Funded Debt, the payment of
which is subordinated to the payment of the debt securities).
Significant Subsidiaries means any of our
subsidiaries that is a significant subsidiary as
defined in
Rule 1-02
of
Regulation S-X,
promulgated pursuant to the Securities Act.
Events of
Default
The term event of default means, with respect to the
notes, any of the following:
|
|
|
|
|
default in the payment of any interest upon any note when it
becomes due and payable, and continuance of that default for a
period of 30 days (unless the entire amount of the payment
is deposited by us with the trustee or with a paying agent prior
to the expiration of the
30-day
period);
|
|
|
|
default in the payment of principal of or premium on any note
when due and payable;
|
|
|
|
default in the deposit of any sinking fund payment, when and as
due in respect of any note and continuance of such default for a
period of 30 days;
|
|
|
|
|
|
default in the performance or breach of any other covenant or
warranty by us in the indenture (other than a covenant or
warranty for which the consequences of nonperformance or breach
are addressed elsewhere in this paragraph and other than a
covenant that has been included in the indenture solely for the
benefit of a series of notes other than the notes), which
default continues uncured for a period of 90 days after we
receive written notice from the trustee or we and the trustee
receive written notice from the holders of not less than 25% in
principal amount of the outstanding notes as provided in the
indenture;
|
|
|
|
|
|
a default in the payment of principal when due or resulting in
acceleration of our other debt or debt of our Significant
Subsidiaries where the aggregate principal amount with respect
to which such default or acceleration has occurred exceeds
$75 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
|
|
|
|
certain events of bankruptcy, insolvency or reorganization of
our company or any of our Significant Subsidiaries.
|
No event of default with respect to a particular series of notes
(except as to certain events of bankruptcy, insolvency or
reorganization) necessarily constitutes an event of default with
respect to any other series of notes. The occurrence of an event
of default may constitute an event of default under our bank
credit agreements in existence from time to time. In addition,
the occurrence of certain events of default or an acceleration
under the indenture may constitute an event of default under
certain of our other indebtedness outstanding from time to time.
If an event of default with respect to notes at the time
outstanding occurs and is continuing, then the trustee or the
holders of not less than 25% in principal amount of the
outstanding notes may, by a notice in writing to us (and to the
trustee if given by the holders), declare to be due and payable
immediately the principal of, and accrued and unpaid interest,
if any, on all notes. In the case of an event of default
resulting from certain events of bankruptcy, insolvency or
reorganization, the principal (or such specified amount) of and
accrued and unpaid interest, if any, on the notes will become
and be immediately due and payable without any declaration or
other act on the part of the trustee or any holder of the notes.
At any time after a declaration of acceleration with respect to
the notes has been made, but before a judgment or decree for
payment of the money due has been obtained by the trustee, the
holders of a majority in principal amount of the notes may
rescind and annul the acceleration if all events of default,
other than the non-payment of accelerated principal and
interest, if any, with respect to the notes, have been cured or
waived as provided in the indenture.
S-17
The indenture provides that the trustee will be under no
obligation to exercise any of its rights or powers under the
indenture at the request of any holder of notes, unless the
trustee receives indemnity satisfactory to it against any loss,
liability or expense. Subject to certain rights of the trustee,
the holders of a majority in principal amount of the notes 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 notes of such series.
No holder of any note of any series will have any right to
institute any proceeding, judicial or otherwise, with respect to
the indenture or for the appointment of a receiver or trustee,
or for any remedy under the indenture, unless:
|
|
|
|
|
that holder has previously given to the trustee written notice
of a continuing event of default with respect to notes of such
series; and
|
|
|
|
the holders of at least a majority in principal amount of the
notes of such series have made written request, and offered
reasonable indemnity, to the trustee to institute the proceeding
as trustee, and the trustee has not received from the holders of
a majority in principal amount of the notes of such series a
direction inconsistent with that request and has failed to
institute the proceeding within 60 days.
|
Notwithstanding the foregoing, the holder of any note will have
an absolute and unconditional right to receive payment of the
principal of, and any premium and interest on, that note on or
after the due dates expressed in that note and to institute suit
for the enforcement of payment.
If any securities are outstanding under the indenture, the
indenture requires us, within 120 days after the end of our
fiscal year, to furnish to the trustee a statement as to
compliance with the indenture. The indenture provides that the
trustee may withhold notice to the holders of notes of any
series of any default or event of default (except in payment on
any notes of such series) with respect to notes of such series
if it in good faith determines that withholding notice is in the
interest of the holders of those notes.
Modification and
Waiver
We may enter into supplemental indentures for the purpose of
modifying or amending the indenture with respect to the notes
with the written consent of holders of at least a majority in
aggregate principal amount of the notes. However, the consent of
each holder affected is required for any amendment to:
|
|
|
|
|
reduce the amount of notes whose holders must consent to an
amendment or waiver;
|
|
|
|
reduce the rate of or extend the time for payment of interest
(including default interest) on any note;
|
|
|
|
reduce the principal of or premium on or change the fixed
maturity of any note or reduce the amount of, or postpone the
date fixed for, the payment of any sinking fund or analogous
obligation with respect to the notes;
|
|
|
|
reduce the principal amount of discount securities payable upon
acceleration of maturity;
|
|
|
|
waive a default in the payment of the principal of, or premium
or interest on, any note (except a rescission of acceleration of
the notes by the holders of at least a majority in aggregate
principal amount of the then outstanding notes and a waiver of
the payment default that resulted from such acceleration as set
forth above);
|
|
|
|
make the principal of, or premium or interest on, any note
payable in currency other than that stated in the note;
|
|
|
|
make any change to certain provisions of the indenture relating
to, among other things, the right of holders of notes to receive
payment of the principal of, and premium and interest on, those
notes and to institute suit for the enforcement of any such
payment and waivers of defaults or events of default by
holders; or
|
|
|
|
waive a redemption payment with respect to any note.
|
S-18
We and the trustee may amend the indenture or the notes, without
notice to or the consent of any holder of a note, to, among
other things:
|
|
|
|
|
cure any ambiguity, defect or inconsistency;
|
|
|
|
comply with the indentures provisions with respect to
successor corporations;
|
|
|
|
provide for the issuance of uncertificated notes in addition to
or in place of certificated notes;
|
|
|
|
add to the covenants or the events of default for the benefit of
holders of the notes or surrender any right or power conferred
on us by the indenture;
|
|
|
|
add to, change or eliminate any of the provisions of the
indenture in respect of one or more series of notes, provided,
however, that any such addition, change or elimination
(A) shall neither (1) apply to any note 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 note with respect to such provision, or
(B) shall become effective only when there is no
outstanding note of any series created prior to such amendment
and entitled to the benefit of such provision;
|
|
|
|
establish additional series of notes as permitted by the
indenture; or
|
|
|
|
comply with requirements of the SEC in order to maintain the
qualification of the indenture under the Trust Indenture
Act of 1939, as amended.
|
Except for certain specified provisions, the holders of at least
a majority in principal amount of the outstanding notes of any
series may on behalf of the holders of all notes of such series
waive our compliance with provisions of the indenture. The
holders of a majority in principal amount of the outstanding
notes of any series may on behalf of the holders of all the
notes of such series waive any past default under the indenture
with respect to such series and its consequences, except a
default in the payment of the principal of, or any premium or
interest on, any note of such series or in respect of a covenant
or provision, which cannot be modified or amended without the
consent of the holder of each outstanding note of the series
affected; provided, however, that the holders of a majority in
principal amount of the outstanding notes of any series may
rescind an acceleration and its consequences, including any
related payment default that resulted from the acceleration.
Defeasance of
Notes and Certain Covenants in Certain Circumstances
Legal
Defeasance
The indenture provides that, unless otherwise provided by the
terms of the applicable series of notes, we may be discharged
from any and all obligations in respect of the notes of any
series (except for certain obligations to register the transfer
or exchange of notes of such series, to replace stolen, lost or
mutilated notes of such series, and to maintain paying agencies
and certain provisions relating to the treatment of funds held
by paying agents). We will be so discharged upon the deposit
with the trustee, in trust, of money
and/or
U.S. government obligations or, in the case of notes
denominated in a single currency other than U.S. dollars,
foreign government obligations, that, through the payment of
interest and principal 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 of, premium and
interest on and any mandatory sinking fund payments in respect
of the notes of such series on the stated maturity of those
payments in accordance with the terms of the indenture and those
notes.
This discharge may occur only if, among other things, we have
delivered to the trustee an opinion of counsel stating that 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, and based thereon such opinion shall confirm
that, the holders of the notes of such series will not recognize
income, gain or loss for United States federal income tax
purposes as a result of the deposit, defeasance and discharge
and will be subject to United States federal income tax on
the same amounts and in the same manner and at the same times as
would have been the case if the deposit, defeasance and
discharge had not occurred.
S-19
Defeasance
of Certain Covenants
The indenture provides that, unless otherwise provided by the
terms of the applicable series of notes, upon compliance with
certain conditions:
|
|
|
|
|
we may omit to comply with the covenant described under the
heading Covenants Consolidation, Merger and
Sale of Assets and certain other covenants set forth in
the indenture; and
|
|
|
|
any omission to comply with those covenants will not constitute
a default or an event of default with respect to the notes of
such series, or covenant defeasance.
|
The conditions include:
|
|
|
|
|
depositing with the trustee money
and/or
U.S. government obligations or, in the case of notes
denominated in a single currency other than U.S. dollars,
foreign government obligations, that, through the payment of
interest and principal 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 of, premium and
interest on and any mandatory sinking fund payments in respect
of the notes of such series on the stated maturity of those
payments in accordance with the terms of the indenture and those
notes; and
|
|
|
|
delivering to the trustee an opinion of counsel to the effect
that the holders of the notes of such series will not recognize
income, gain or loss for United States federal income tax
purposes as a result of the deposit and related covenant
defeasance and will be subject to United States federal income
tax on the same amounts and in the same manner and at the same
times as would have been the case if the deposit and related
covenant defeasance had not occurred.
|
Covenant
Defeasance and Events of Default
In the event we exercise our option to effect covenant
defeasance with respect to any series of notes and the notes 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 or foreign government
obligations on deposit with the trustee will be sufficient to
pay amounts due on the notes of such series at the time of their
stated maturity but may not be sufficient to pay amounts due on
the notes of such series at the time of the acceleration
resulting from the event of default. In such a case, we would
remain liable for those payments.
Foreign government obligations means, with
respect to notes of any series that are denominated in a
currency other than U.S. dollars:
|
|
|
|
|
direct obligations of the government that issued or caused to be
issued such currency for the payment of which obligations its
full faith and credit is pledged which are not callable or
redeemable at the option of the issuer thereof; or
|
|
|
|
obligations of a person controlled or supervised by or acting as
an agency or instrumentality of that government the timely
payment of which is unconditionally guaranteed as a full faith
and credit obligation by that government which are not callable
or redeemable at the option of the issuer thereof.
|
Satisfaction and
Discharge
The indenture will generally cease to be of any further effect
with respect to any series of notes, if:
|
|
|
|
|
we have delivered to the trustee for cancellation all
outstanding notes of such series (with certain limited
exceptions), or
|
|
|
|
all notes of such series not previously delivered to the trustee
for cancellation have become due and payable or are by their
terms to become due and payable within one year, and we have
deposited with the trustee as trust funds the entire amount
sufficient to pay all of the outstanding notes,
|
|
|
|
and, in either case, we also pay or cause to be paid all other
sums payable under the indenture by us.
|
S-20
The indenture will be deemed satisfied and discharged when no
notes remain outstanding and when we have paid all other sums
payable by us under the indenture.
Any monies and U.S. government obligations deposited with
the trustee for payment of principal of, and interest and
premium, if any, on, the notes and not applied but remaining
unclaimed by the holders of the notes for two years after the
date upon which the principal of, and interest and premium, if
any, on, the notes, as the case may be, shall have become due
and payable, shall be repaid to us by the trustee on written
demand. Thereafter, the holder of such notes may look only to us
for payment thereof.
Book-Entry
Delivery and Settlement
Global
Notes
We will issue the notes in the form of one or more global notes
in definitive, fully registered, book-entry form. The global
notes will be deposited with or on behalf of DTC and registered
in the name of Cede & Co., as nominee of DTC.
DTC,
Clearstream and Euroclear
Beneficial interests in the global notes will be represented
through book-entry accounts of financial institutions acting on
behalf of beneficial owners as direct and indirect participants
in DTC. Investors may hold interests in the global notes through
either DTC (in the United States), Clearstream Banking,
société anonyme, Luxenbourg, which we refer to as
Clearstream, or Euroclear Bank S.A./N.V., as operator of the
Euroclear System, which we refer to as Euroclear, in Europe,
either directly if they are participants in such systems or
indirectly through organizations that are participants in such
systems. Clearstream and Euroclear will hold interests on behalf
of their participants through customers securities
accounts in Clearstreams and Euroclears names on the
books of their U.S. depositaries, which in turn will hold
such interests in customers securities accounts in the
U.S. depositaries names on the books of DTC.
We understand that:
|
|
|
|
|
DTC is a limited-purpose trust company organized under the New
York Banking Law, a banking organization within the
meaning of the New York Banking Law, 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 Exchange Act.
|
|
|
|
DTC holds securities that its participants deposit with DTC and
facilitates the settlement among participants of securities
transactions, such as transfers and pledges, in deposited
securities through electronic computerized book-entry changes in
participants accounts, thereby eliminating the need for
physical movement of securities certificates.
|
|
|
|
Direct participants include securities brokers and dealers,
banks, trust companies, clearing corporations and other
organizations.
|
|
|
|
DTC is owned by a number of its direct participants and by The
New York Stock Exchange, Inc., the American Stock Exchange LLC
and the Financial Industry Regulatory Authority, Inc. (successor
to the National Association of Securities Dealers, Inc.).
|
|
|
|
Access to the DTC system is also available to others such as
securities brokers and dealers, banks and trust companies that
clear through or maintain a custodial relationship with a direct
participant, either directly or indirectly.
|
|
|
|
The rules applicable to DTC and its direct and indirect
participants are on file with the SEC.
|
We understand that Clearstream is incorporated under the laws of
Luxembourg as a professional depositary. Clearstream holds
securities for its customers and facilitates the clearance and
settlement of securities transactions between its customers
through electronic book-entry changes in accounts of its
customers, thereby eliminating the need for physical movement of
certificates. Clearstream provides to its customers, among other
things, services for safekeeping, administration, clearance and
settlement of
S-21
internationally traded securities and securities lending and
borrowing. Clearstream interfaces with domestic markets in
several countries. As a professional depositary, Clearstream is
subject to regulation by the Luxembourg Commission for the
Supervision of the Financial Section. Clearstream customers are
recognized financial institutions around the world, including
underwriters, securities brokers and dealers, banks, trust
companies, clearing corporations and other organizations and may
include the underwriters. Indirect access to Clearstream is also
available to others, such as banks, brokers, dealers and trust
companies that clear through or maintain a custodial
relationship with a Clearstream customer either directly or
indirectly.
We understand that Euroclear was created in 1968 to hold
securities for participants of Euroclear and to clear and settle
transactions between Euroclear participants through simultaneous
electronic book-entry delivery against payment, thereby
eliminating the need for physical movement of certificates and
any risk from lack of simultaneous transfers of securities and
cash. Euroclear provides various other services, including
securities lending and borrowing and interfaces with domestic
markets in several countries. Euroclear is operated by Euroclear
Bank S.A/N.V., which we refer to as the Euroclear Operator,
under contract with Euroclear Clearance Systems S.C., a Belgian
cooperative corporation, which we refer to as the Cooperative.
All operations are conducted by the Euroclear Operator, and all
Euroclear securities clearance accounts and Euroclear cash
accounts are accounts with the Euroclear Operator, not the
Cooperative. The cooperative establishes policy for Euroclear on
behalf of Euroclear participants. Euroclear participants include
banks (including central banks), securities brokers and dealers,
and other professional financial intermediaries and may include
the underwriters. Indirect access to Euroclear is also available
to other firms that clear through or maintain a custodial
relationship with a Euroclear participant, either directly or
indirectly.
We understand that the Euroclear Operator is licensed by the
Belgian Banking and Finance Commission to carry out banking
activities on a global basis. As a Belgian bank, it is regulated
and examined by the Belgian Banking and Finance Commission.
We have provided the descriptions of the operations and
procedures of DTC, Clearstream and Euroclear in this prospectus
supplement solely as a matter of convenience. These operations
and procedures are solely within the control of those
organizations and are subject to change by them from time to
time. None of us, the underwriters or the trustee takes any
responsibility for these operations or procedures, and you are
urged to contact DTC, Clearstream and Euroclear or their
participants directly to discuss those matters.
We expect that under procedures established by DTC:
|
|
|
|
|
upon deposit of the global notes with DTC or its custodian, DTC
will credit on its internal system the accounts of direct
participants designated by the underwriters with portions of the
principal amounts of the global notes; and
|
|
|
|
ownership of the notes will be shown on, and the transfer of
ownership thereof will be effected only through, records
maintained by DTC or its nominee, with respect to interests of
direct participants, and the records of direct and indirect
participants, with respect to interests of persons other than
participants.
|
The laws of some jurisdictions may require that purchasers of
securities take physical delivery of those securities in
definitive form. Accordingly, the ability to transfer interests
in the notes represented by a global note to those persons may
be limited. In addition, because DTC can act only on behalf of
its participants, who in turn act on behalf of persons who hold
interests through participants, the ability of a person having
an interest in notes represented by a global note to pledge or
transfer those interests to persons or entities that do not
participate in DTCs system, or otherwise to take actions
in respect of such interest, may be affected by the lack of a
physical definitive security in respect of such interest.
So long as DTC or its nominee is the registered owner of a
global note, DTC or that nominee will be considered the sole
owner or holder of the notes represented by that global note for
all purposes under the indenture and under the notes. Except as
provided below, owners of beneficial interests in a global note
will not be entitled to have notes represented by that global
note registered in their names, will not receive or be entitled
to receive physical delivery of certificated notes and will not
be considered the owners or holders thereof under the indenture
or under the notes for any purpose, including with respect to
the giving of any
S-22
direction, instruction or approval to the trustee. Accordingly,
each holder owning a beneficial interest in a global note must
rely on the procedures of DTC and, if that holder is not a
direct or indirect participant, on the procedures of the
participant through which that holder owns its interest, to
exercise any rights of a holder of notes under the indenture or
a global note.
Neither we nor the trustee will have any responsibility or
liability for any aspect of the records relating to or payments
made on account of notes by DTC, Clearstream or Euroclear, or
for maintaining, supervising or reviewing any records of those
organizations relating to the notes.
Payments on the notes represented by the global notes will be
made to DTC or its nominee, as the case may be, as the
registered owner thereof. We expect that DTC or its nominee,
upon receipt of any payment on the notes represented by a global
note, will credit participants accounts with payments in
amounts proportionate to their respective beneficial interests
in the global note as shown in the records of DTC or its
nominee. We also expect that payments by participants to owners
of beneficial interests in the global note held through such
participants will be governed by standing instructions and
customary practice as is now the case with securities held for
the accounts of customers registered in the names of nominees
for such customers. The participants will be responsible for
those payments.
Distributions on the notes held beneficially through Clearstream
will be credited to cash accounts of its customers in accordance
with its rules and procedures, to the extent receive by the
U.S. depositary for Clearstream.
Securities clearance accounts and cash accounts with the
Euroclear Operator are governed by the Terms and Conditions
Governing Use of Euroclear and the related Operating Procedures
of the Euroclear System, and applicable Belgian law
(collectively, the Terms and Conditions). The Terms
and Conditions govern transfers of securities and cash within
Euroclear, withdrawals of securities and cash from Euroclear,
and receipts of payments with respect to securities in
Euroclear. All securities in Euroclear are held on a fungible
basis without attribution of specific certificates to specific
securities clearance accounts. The Euroclear Operator acts under
the Terms and Conditions only on behalf of Euroclear
participants and has no record of or relationship with persons
holding through Euroclear participants.
Distributions on the notes held beneficially through Euroclear
will be credited to the cash accounts of its participants in
accordance with the Terms and Conditions, to the extent received
by the U.S. depositary for Euroclear.
Clearance
and Settlement Procedures
Initial settlement for the notes will be made in immediately
available funds. Secondary market trading between DTC
participants will occur in the ordinary way in accordance with
DTC rules and will be settled in immediately available funds.
Secondary market trading between Clearstream customers
and/or
Euroclear participants will occur in the ordinary way in
accordance with the applicable rules and operating procedures of
Clearstream and Euroclear, as applicable, and will be settled
using the procedures applicable to conventional Eurobonds in
immediately available funds.
Cross-market transfers between persons holding directly or
indirectly through DTC, on the one hand, and directly or
indirectly through Clearstream customers or Euroclear
participants, on the other, will be effected through DTC in
accordance with DTC rules on behalf of the relevant European
international clearing system by the U.S. depositary;
however, such cross-market transactions will require delivery of
instructions to the relevant European international clearing
system by the counterparty in such system in accordance with its
rules and procedures and within its established deadlines
(European time). The relevant European international clearing
system will, if the transaction meets its settlement
requirements, deliver instructions to the U.S. depositary
to take action to effect final settlement on its behalf by
delivering or receiving the notes in DTC, and making or
receiving payment in accordance with normal procedures for
same-day
funds settlement applicable to DTC. Clearstream customers and
Euroclear participants may not deliver instructions directly to
their U.S. depositaries.
S-23
Because of time-zone differences, credits of the notes received
in Clearstream or Euroclear as a result of a transaction with a
DTC participant will be made during subsequent securities
settlement processing and dated the business day following the
DTC settlement date. Such credits or any transactions in the
notes settled during such processing will be reported to the
relevant Clearstream customers or Euroclear participants on such
business day. Cash received in Clearstream or Euroclear as a
result of sales of the notes by or through a Clearstream
customer or a Euroclear participant to a DTC participant will be
received with value on the DTC settlement date but will be
available in the relevant Clearstream or Euroclear cash account
only as of the business day following settlement in DTC.
Although DTC, Clearstream and Euroclear have agreed to the
foregoing procedures to facilitate transfers of the notes among
participants of DTC, Clearstream and Euroclear, they are under
no obligation to perform or continue to perform such procedures
and such procedures may be changed or discontinued at any time.
Certificated
Notes
We will issue certificated notes to each person that DTC
identifies as the beneficial owner of the notes of a series
represented by a global note upon surrender by DTC of the global
note if:
|
|
|
|
|
DTC notifies us that it is no longer willing or able to act as a
depositary for such global note or ceases to be a clearing
agency registered under the Exchange Act, and we have not
appointed a successor depositary within 90 days of that
notice or becoming aware that DTC is no longer so registered;
|
|
|
|
an event of default has occurred and is continuing, and DTC
requests the issuance of certificated notes; or
|
|
|
|
we determine not to have the notes of such series represented by
a global note.
|
Neither we nor the trustee will be liable for any delay by DTC,
its nominee or any direct or indirect participant in identifying
the beneficial owners of the notes. We and the trustee may
conclusively rely on, and will be protected in relying on,
instructions from DTC or its nominee for all purposes, including
with respect to the registration and delivery, and the
respective principal amounts, of the certificated notes to be
issued.
Further
Issues
We may from time to time, without notice to or the consent of
the holders of the notes, create and issue additional notes
ranking equally and ratably with the notes and otherwise
identical to such notes in all respects (or in all respects
except for the payment of interest accruing prior to the issue
date of such additional notes or except, in some cases, for the
first payment of interest following the issue date of such
additional notes). Such additional notes, if any, will form a
single series with the notes offered hereby and will have the
same terms as to status, redemption or otherwise as the notes.
Governing
Law
The indenture and the notes will be governed by, and construed
in accordance with, the internal laws of the State of New York.
Concerning the
Trustee
The Bank of New York Mellon Trust Company, N.A., as
successor in interest to Bank One Trust Company, N.A., is
the trustee under the indenture. We also maintain deposit
accounts and conduct other banking transactions with the trustee
and its affiliates in the ordinary course of business.
S-24
CERTAIN UNITED
STATES FEDERAL INCOME TAX CONSIDERATIONS
The following is a general discussion of material United States
federal income tax consequences to a holder with respect to the
purchase, ownership and disposition of the notes. This summary
is generally limited to holders who will hold the notes as
capital assets within the meaning of the Internal
Revenue Code of 1986, as amended (the Code), and who
acquire the notes in this offering at the initial offering
price, and does not deal with the United States federal income
tax consequences to investors subject to special treatment under
the United States federal income tax laws, such as dealers in
securities or foreign currency, tax-exempt entities, banks,
thrifts, insurance companies, expatriates and certain former
citizens or long-term residents of the United States, persons
that hold the notes as part of a straddle, a
hedge against currency risk, a conversion
transaction or other integrated transaction, certain
financial institutions, insurance companies and United States
Holders (as defined herein) that have a functional
currency other than the U.S. dollar, all within the
meaning of the Code. In addition, this discussion does not
describe any tax consequences arising out of the tax laws of any
state, local or foreign jurisdiction or U.S. federal gift
tax consequences.
The federal income tax considerations set forth below are based
upon the Code, existing and proposed regulations thereunder, and
current administrative rulings and court decisions, all of which
are subject to change. Prospective investors should particularly
note that any such change could have retroactive application so
as to result in federal income tax consequences different from
those discussed below.
The following discussion constitutes the opinion of Bass,
Berry & Sims PLC, tax counsel to the Company, as to
the material United States federal income tax consequences
generally applicable to purchasers of the notes. Investors
considering the purchase of the notes should consult their own
tax advisors with respect to the application of the United
States federal income tax laws to their particular situations,
as well as any tax consequences arising under the federal estate
or gift tax rules or under the laws of any state, local or
foreign taxing jurisdiction or under any applicable tax treaty.
Taxation of
United States Holders
The following discussion is limited to the United States federal
income tax consequences relevant to United States Holders. As
used herein, United States Holders are beneficial
owners of the notes, that are, for United States federal income
tax purposes:
|
|
|
|
|
citizens or residents of the United States;
|
|
|
|
corporations or other entities taxable as corporations created
or organized in, or under the laws of, the United States, any
state thereof or the District of Columbia;
|
|
|
|
estates, the income of which is subject to United States federal
income taxation regardless of its source; or
|
|
|
|
trusts if (i) (A) a court within the United States is able
to exercise primary supervision over the administration of the
trust and (B) one or more U.S. persons have the
authority to control all substantial decisions of the trust, or
(ii) the trust was in existence on August 20, 1996,
was treated as a U.S. person prior to such date, and
validly elected to continue to be so treated.
|
If a partnership or other entity taxable as a partnership holds
notes, the tax treatment of a partner in the partnership or
other entity will generally depend upon the status of the
partner and the activities of the partnership or other entity.
If you are a partner of a partnership or other entity taxable as
a partnership holding the notes, you should consult your tax
advisor regarding the tax consequences of the purchase,
ownership and disposition of the notes.
Certain United States federal income tax consequences relevant
to a
non-United
States Holder are discussed separately below.
S-25
Taxation
of Interest
Subject to the discussion below, United States Holders generally
will be required to recognize as ordinary income any stated
interest paid or accrued on the notes, in accordance with their
regular method of tax accounting. It is expected that the notes
will be issued without original issue discount (OID)
for United States federal income tax purposes. If, contrary
to current expectations, the notes are issued with OID, you
generally will be required to include such OID in gross income
in advance of the receipt of cash attributable to that income.
This discussion assumes that the notes will not be issued with
OID.
In certain circumstances (see Description of
Notes Interest Rate Adjustment), we may be
obligated to pay additional interest as a result of adjustments
to the ratings assigned to the notes. In addition, in certain
other circumstances (see Description of Notes
Optional Redemption and Description of
Notes Change in Control), we may be obligated
to pay amounts in excess of stated interest or principal on the
notes. The obligation to make these payments may implicate the
provisions of the Treasury Regulations relating to
contingent payment debt instruments. Although the
issue is not free from doubt, we believe that the possibility of
the payment of such additional amounts does not result in the
notes being treated as contingent payment debt instruments under
the applicable Treasury Regulations, and as a result, we intend
to take the position that any additional payments made to a
United States Holder will be taxed as ordinary income when
received or accrued, in accordance with such holders
regular method of accounting for U.S. federal income tax
purposes. Our position is not binding on the I.R.S., which may
take a contrary position and treat the notes as contingent
payment debt instruments. If the notes were deemed to be
contingent payment debt instruments, a United States Holder
would generally be required to treat any gain on the sale or
other disposition of the notes as ordinary income rather than
capital gain. Furthermore a United States Holder would be
required to accrue interest income on a constant yield basis at
an assumed yield determined at the time of issuance of the
notes, with adjustments to such accruals when any payments are
made that differ from payments calculated based on the assumed
yield.
The remainder of this discussion assumes that the notes are not
treated as contingent payment debt instruments. United States
Holders should consult their own tax advisors about the
treatment of additional payments that might be made in respect
of the notes.
Sale,
Exchange or Redemption of the Notes
Upon the disposition of a note by sale, exchange or redemption,
a United States Holder will generally recognize gain or loss
equal to the difference between (1) the amount realized on
the disposition of the note (other than amounts attributable to
accrued interest on the note, which will be treated as ordinary
interest income for federal income tax purposes if not
previously included in income) and (2) the United States
Holders adjusted tax basis in the note. A United States
Holders adjusted tax basis in a note generally will equal
the cost of the note to such United States Holder less any
principal payments received by the United States Holder.
Gain or loss from the taxable disposition of a note generally
will be capital gain or loss and will be long-term capital gain
or loss if the note was held by the United States Holder for
more than one year at the time of the disposition. For
non-corporate holders, certain preferential tax rates may apply
to gain recognized as long-term capital gain. The deductibility
of capital losses is subject to certain limitations.
Backup
Withholding and Information Reporting
Where required, information will be reported to both United
States Holders of notes and the IRS regarding the amount of
interest and principal paid on the notes in each calendar year
as well as the corresponding amount of tax withheld, if any
exists.
Under the backup withholding provisions of the Code and the
applicable Treasury Regulations, a holder of notes may be
subject to backup withholding at a rate currently equal to 28%
with respect to interest and principal paid on the notes
and/or the
proceeds from dispositions of the notes. Certain holders
(including, among others, corporations and certain tax-exempt
organizations) are generally not subject to backup
S-26
withholding. United States Holders will be subject to this
backup withholding tax if such holder is not otherwise exempt
and such holder: (1) fails to furnish its taxpayer
identification number, or TIN, which, for an individual, is
ordinarily his or her social security number; (2) furnishes
an incorrect TIN; (3) is notified by the IRS that it has
failed to properly report payments of interest or dividends; or
(4) fails to certify, under penalties of perjury, that it
has furnished a correct TIN and that the IRS has not notified
the United States Holder that it is subject to backup
withholding. Any amounts withheld under the backup withholding
rules from a payment to a holder will be allowed as a credit
against such holders United States federal income tax
liability and may entitle such holder to a refund, provided that
the required information is furnished timely to the IRS.
Taxation of
Non-United
States Holders
The following discussion is limited to the United States federal
income and estate tax consequences of the acquisition, ownership
and disposition of the notes by an initial purchaser of the
notes that is not a United States Holder as defined above or a
partnership (including any entity treated as a partnership for
United Stated federal income tax purposes). The rules governing
the United States federal income taxation of a
non-United
States Holder of notes are complex and no attempt will be made
herein to provide more than a summary of such rules. Special
rules may apply to certain
non-United
States Holders such as controlled foreign
corporations, passive foreign investment
companies and foreign personal holding
companies.
Non-United
States Holders should consult with their own tax advisors to
determine the effect of federal, state, local and foreign income
tax laws, as well as treaties, with regard to an investment in
the notes, including any reporting requirements.
For purposes of the following discussion, interest and gain on
the sale, exchange or other disposition of a note will be taxed
generally on a net income basis if the income or gain is either
(1) effectively connected with the conduct of a
U.S. trade or business, or (2) in the case of a
non-United
States Holder that is eligible for the benefits of an applicable
treaty, attributable to a U.S. permanent establishment (or
to a fixed base) in the United States.
Taxation
of Interest
Generally, interest income of a
non-United
States Holder that is not effectively connected with a
U.S. trade or business is subject to a withholding tax at a
rate of 30% (or, a lower tax rate specified in an applicable tax
treaty). However, interest income earned on a note by a
non-United
States Holder will qualify for the portfolio
interest exception, and therefore will not be subject to
United States federal income tax or withholding tax, if:
|
|
|
|
|
the interest income is not effectively connected with a
U.S. trade or business income of the
non-United States
Holder;
|
|
|
|
the
non-United
States Holder does not actually or constructively own 10% or
more of the total combined voting power of the Companys
stock entitled to vote;
|
|
|
|
the
non-United
States Holder is not, for United States federal income tax
purposes, a controlled foreign corporation that is related to
the Company through stock ownership;
|
|
|
|
the
non-United
States Holder is not a bank which acquired the note in
consideration for an extension of credit made pursuant to a loan
agreement entered into in the ordinary course of its trade or
business; and
|
|
|
|
either (A) the
non-United
States Holder certifies, under penalty of perjury, to the
Company or the Companys agent that it is not a
U.S. person and such
non-United
States Holder provides its name, address and certain other
information on a properly executed
Form W-8BEN
(or an applicable substitute form), or (B) a securities
clearing organization bank or other financial institution that
holds customers securities in the ordinary course of its
trade or business holds the note on behalf of the beneficial
owner and provides a statement to the Company or the
Companys agent signed under the penalties of perjury in
which the organization, bank or financial institution certifies
that the form or a suitable substitute has been received by it
from the
non-United
States Holder or from another financial institution entity on
behalf of the
non-United
States Holder and furnishes the Company or the Companys
agent with a copy.
|
S-27
If a
non-United
States Holder cannot satisfy the requirements for the portfolio
interest exception as described above, the gross amount of
payments of interest to such
non-United
States Holder that are not effectively connected with a
U.S. trade or business (U.S. trade or business
income) will be subject to United States federal
withholding tax at the rate of 30%, unless a U.S. income
tax treaty applies to reduce or eliminate withholding.
U.S. trade or business income will not be subject to United
States federal withholding tax but will be taxed on a net income
basis at regular U.S. tax rates, and if the
non-United
States Holder is a foreign corporation, such U.S. trade or
business income may be subject to the branch profits tax equal
to 30%, or a lower rate provided by an applicable treaty. In
order to claim the benefit provided by a tax treaty or to claim
exemption from withholding because the income is U.S. trade
or business income, a
non-United
States Holder must provide either:
|
|
|
|
|
a properly executed
Form W-8BEN
(or suitable substitute form) claiming an exemption from or
reduction in withholding under the benefit of an applicable tax
treaty; or
|
|
|
|
a properly executed
Form W-8ECI
(or suitable substitute form) stating that interest paid on the
note is not subject to withholding tax because it is effectively
connected with a U.S. trade or business.
|
Sale,
Exchange or Redemption of Notes
Generally, a
non-United
States Holder will not be subject to United States federal
income tax or withholding tax on any gain realized on the sale,
exchange or redemption of a note unless:
|
|
|
|
|
the gain is effectively connected with a U.S. trade or
business or, pursuant to an applicable income tax treaty, the
gain is attributable to a U.S. permanent establishment (or
a fixed base) in the United States; or
|
|
|
|
the
non-United
States Holder is an individual who is present in the United
States for 183 days or more during the taxable year in
which the disposition of the note is made and certain other
requirements are met.
|
A holder described in the first bullet point above will be
required to pay United States federal income tax on the net gain
derived from the sale, except as otherwise required by an
applicable tax treaty, and if such holder is a foreign
corporation, it may also be required to pay a branch profits tax
at a 30% rate or a lower rate if so specified by an applicable
income tax treaty. A holder described in the second bullet point
above will be subject to a 30% United States federal income tax
on the gain derived from the sale, which may be offset by
U.S. source capital losses, even though the holder is not
considered a resident of the United States.
Backup
Withholding and Information Reporting
Where required, information will be reported annually to each
non-United
States Holder as well as the IRS regarding any interest that is
either subject to withholding or exempt from United States
withholding tax pursuant to a tax treaty or to the portfolio
interest exception. Copies of these information returns may also
be made available to the tax authorities of the country in which
the
non-United
States Holder resides under the provisions of a specific treaty
or agreement.
Under the backup withholding provisions of the Code and the
applicable Treasury Regulations, a holder of notes may be
subject to backup withholding at a rate currently equal to 28%
with respect to interest and principal paid on the notes
and/or the
proceeds from dispositions of the notes. However, the
regulations provide that payments of principal and interest to a
non-United
States Holder will not be subject to backup withholding and
information reporting if the
non-United
States Holder certifies its
non-U.S. status
under penalties of perjury or satisfies the requirements of an
otherwise established exemption, provided that neither the
Company nor the Companys paying agent has actual knowledge
that such holder is a U.S. person or that the conditions of
any other exemption are not, in fact, satisfied.
The payment of the proceeds from the disposition of notes to or
through the U.S. office of any broker, United States or
foreign, will be subject to information reporting and possible
backup withholding unless the
non-United
States Holder certifies its
non-U.S. status
under penalty of perjury or satisfies the requirements of an
otherwise established exemption, provided that the broker does
not have actual knowledge that such holder
S-28
is a U.S. person or that the conditions of any other
exemption are not, in fact, satisfied. The payment of the
proceeds from the disposition of a note to or through a
non-U.S. office
of a
non-U.S. broker
that does not have certain enumerated relationships with the
United States will not be subject to information reporting or
backup withholding.
When a
non-United
States Holder receives a payment of proceeds from the
disposition of notes either to or through a
non-U.S. office
of a broker that is either a U.S. person or a person who
has certain enumerated relationships with the United States, the
regulations require information reporting (but not backup
withholding) on the payment, unless the broker has documentary
evidence in its files that the
non-United
States Holder is not a U.S. person and the broker has no
knowledge to the contrary.
Any amounts withheld under the backup withholding rules from a
payment to a holder will be allowed as a credit against such
holders United States federal income tax liability and may
entitle such holder to a refund, provided that the required
information is furnished timely to the Internal Revenue Service.
United States
Federal Estate Tax
The United States federal estate tax will not apply to notes
owned by an individual who is not a citizen or resident of the
United States at the time of his death provided that
(1) the individual does not actually or constructively own
10% or more of the total combined voting power of the
Companys stock entitled to vote and (2) interest on
the note would not have been, if received at the time of death,
effectively connected with the conduct of a U.S. trade or
business of such holder.
You should consult your own tax advisor as to the particular tax
consequences to you of purchasing, holding and disposing of the
notes, including the applicability and effect of any state,
local or foreign tax laws, and of any proposed changes in
applicable laws.
S-29
UNDERWRITING
Subject to the terms and conditions of the underwriting
agreement dated the date of this prospectus supplement, each
underwriter named below, for whom Banc of America Securities LLC
is acting as representative, has severally agreed to purchase,
and we have agreed to sell to that underwriter, the principal
amount of notes set forth opposite the underwriters name
below at the public offering price less the underwriting
discount set forth on the cover page of this prospectus
supplement:
|
|
|
|
|
|
|
Principal Amount
|
|
Underwriter
|
|
of Notes
|
|
|
Banc of America Securities LLC
|
|
$
|
|
|
Citigroup Global Markets Inc.
|
|
|
|
|
SunTrust Robinson Humphrey, Inc.
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
|
|
|
|
|
|
|
The underwriting agreement provides that the obligations of the
several underwriters to purchase the notes included in this
offering are subject to approval of legal matters by counsel and
to other conditions, including delivery of customary
certificates and opinions. The underwriters are obligated to
purchase all the notes if they purchase any of the notes.
We have been advised by the representative of the underwriters
that the underwriters propose to offer some of the notes
directly to the public at the public offering price set forth on
the cover page of this prospectus supplement and some of the
notes to dealers at the public offering price less a concession
not to exceed % of the principal
amount of the notes. The underwriters may allow, and dealers may
reallow, a concession not to
exceed % of the principal amount of
the notes on sales to other dealers. After the initial offering
of the notes to the public, the representative may change the
public offering price and other selling terms.
The following table summarizes the underwriting discount that we
are to pay to the underwriters in connection with this offering
(expressed as a percentage of the principal amount of the notes
and in total):
|
|
|
|
|
|
|
Paid by Us
|
|
|
Per Note
|
|
|
|
%
|
Total
|
|
$
|
|
|
We estimate that our total expenses for this offering, excluding
the underwriting discount, will be approximately
$ million.
We have agreed to indemnify the underwriters against certain
liabilities, including liabilities under the Securities Act, or
to contribute to payments the underwriters may be required to
make because of any of those liabilities.
The notes are a new issue of debt securities with no established
trading market. We do not intend to apply to list the notes on
any securities exchange or on any automated dealer quotation
system. The underwriters may make a market in the notes after
completion of the offering, but will not be obligated to do so
and may discontinue any market-making activities at any time
without notice. No assurance can be given as to the liquidity of
the trading market for the notes or that an active public market
for the notes will develop. If an active public trading market
for the notes does not develop, the market price and liquidity
of the notes may be adversely affected.
In connection with the offering of the notes, the representative
may engage in transactions that stabilize, maintain or otherwise
affect the price of the notes. Specifically, the representative
may overallot in connection with the offering, creating a short
position. In addition, the representative may bid for, and
purchase, the notes in the open market to cover short positions
or to stabilize the price of the notes. Any of these activities
may stabilize or maintain the market price of the notes above
independent market levels, but no representation is made hereby
of the magnitude of any effect that the transactions described
above may have on the market price of the notes. The
underwriters will not be required to engage in these activities,
and may engage in these activities, and may end any of these
activities at any time without notice.
The underwriters and their affiliates have engaged in, and may
in the future engage in commercial and investment banking
services, hedging services and other commercial dealings in the
ordinary course of business with us. They have received, and in
the future will receive, customary fees and commissions for
these transactions.
S-30
Selling
Restrictions
European
Economic Area
In relation to each Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a
Relevant Member State), each underwriter has
represented and agreed that with effect from and including the
date on which the Prospectus Directive is implemented in that
Relevant Member State (the Relevant Implementation
Date), it has not made and will not make an offer of notes
to the public in that Relevant Member State prior to the
publication of a prospectus in relation to the notes which has
been approved by the competent authority in that Relevant Member
State or, where appropriate, approved in another Relevant Member
State and notified to the competent authority in that Relevant
Member State, all in accordance with the Prospectus Directive,
except that it may, with effect from and including the Relevant
Implementation Date, make an offer of notes to the public in
that Relevant Member State at any time:
(a) to legal entities which are authorized or regulated to
operate in the financial markets or, if not so authorized or
regulated, whose corporate purpose is solely to invest in
securities;
(b) to any legal entity which has two or more of
(1) an average of at least 250 employees during the
last financial year; (2) a total balance sheet of more than
43,000,000; and (3) an annual net turnover of more
than 50,000,000, as shown in its last annual or
consolidated accounts;
(c) to fewer than 100 natural or legal persons (other than
qualified investors as defined in the Prospectus Directive)
subject to obtaining the prior consent of the representative for
any such offer; or
(d) in any other circumstances which do not require us to
publish a prospectus pursuant to Article 3 of the
Prospectus Directive.
For purposes of this provision, the expression an offer of
notes to the public in relation to any notes in any
Relevant Member State means the communication in any form and by
any means of sufficient information on the terms of the offer
and the notes to be offered so as to enable you to decide to
purchase or subscribe for the notes, as the same may be varied
in that Member State by any measure implementing the Prospectus
Directive in that Member State, and the expression
Prospectus Directive means Directive 2003/71/EC and
includes any relevant implementing measure in each Relevant
Member State.
United
Kingdom
Each underwriter has represented and agreed that:
(a) it has only communicated or caused to be communicated
and will only communicate or cause to be communicated an
invitation or inducement to engage in investment activity
(within the meaning of section 21 (financial promotion) of
the Financial Service and Markets Act 2000 (the
FSMA) received by it in connection with the issue or
sale of the notes in circumstances in which section 21(1)
of the FSMA does not apply to such underwriter or us; and
(b) it has complied and will comply with all applicable
provisions of the FSMA with respect to anything done by it in
relation to the notes in, from, or otherwise involving the
United Kingdom.
LEGAL
MATTERS
The validity of the notes will be passed upon for us by Bass,
Berry & Sims PLC, Memphis, Tennessee. Other legal
matters with respect to the notes will be passed upon by
Brownstein Hyatt Farber Schreck, LLP, Las Vegas, Nevada, and by
Harry L. Goldsmith, Esq., our Executive Vice President,
General Counsel and Secretary. As of July 28, 2008,
Mr. Goldsmith beneficially owned 157,727 shares of our
common stock, including 147,500 shares that may be acquired
upon exercise of stock options either immediately or within
60 days of that date. Certain legal matters will be passed
upon for the underwriters by Latham & Watkins LLP, New
York, New York.
S-31
Prospectus
AutoZone,
Inc.
Debt Securities
We may offer and sell our 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. We
may offer and sell debt securities to or through one or more
underwriters, dealers and agents, or directly to purchasers, on
a continued or delayed basis.
Our principal executive offices are located at 123 South Front
Street, Memphis, Tennessee 38103, and our telephone number is
(901) 495-6500.
We will provide specific terms of debt securities we offer, and
the manner in which they are being offered, in supplements to
this prospectus. Our debt securities cannot be sold unless this
prospectus is accompanied by a prospectus supplement. You should
read this prospectus and any prospectus supplement carefully
before you invest.
Investing in our debt securities involves certain risks.
Before buying our debt securities, you should refer to the risk
factors included in our periodic reports, in prospectus
supplements and in other information filed with the Securities
and Exchange Commission.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved these debt
securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus is July 29, 2008.
You should rely only on the information contained or
incorporated by reference in this prospectus, in any
accompanying prospectus supplement or in any free writing
prospectus filed by us with the Securities and Exchange
Commission. 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 are not making an offer to sell these debt securities in
any jurisdiction where the offer or sale is not permitted. You
should assume that the information contained or incorporated by
reference in this prospectus and any prospectus supplement or in
any such free writing prospectus is accurate only 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 purchasers of
the applicable debt securities.
TABLE OF
CONTENTS
|
|
|
|
|
|
|
Page
|
|
|
|
|
(i)
|
|
|
|
|
(i)
|
|
|
|
|
(i)
|
|
|
|
|
1
|
|
|
|
|
1
|
|
|
|
|
1
|
|
|
|
|
2
|
|
|
|
|
6
|
|
|
|
|
7
|
|
|
|
|
7
|
|
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. Under this
shelf registration, we may sell the debt securities described in
this prospectus 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 being sold.
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.
WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the SEC. You may read and copy any
reports, statements or other information filed by us with the
SEC at the SECs public reference room at
100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at
1-800-SEC-0330
for further information on the operation of the SECs
public reference facilities. The SEC also maintains a web site
at
http://www.sec.gov
that contains reports, proxy statements and other information
about issuers, such as us, who file electronically with the SEC.
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.
Our web site address is
http://www.autozoneinc.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. 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 file 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, after the date of this prospectus and
prior to the termination of the offering of debt securities
offered by this prospectus:
|
|
|
|
|
our Annual Report on
Form 10-K
for the fiscal year ended August 25, 2007 (filed with the
SEC on October 22, 2007);
|
|
|
|
our Proxy Statement on Schedule 14A, filed with the SEC on
October 22, 2007, for the Annual Meeting of Stockholders
held on December 12, 2007;
|
|
|
|
our Quarterly Reports on
Form 10-Q
for the quarters ended November 17, 2007 (filed with the
SEC on December 14, 2007 and amended on January 4,
2008), February 9, 2008 (filed with the SEC on
March 10, 2008) and May 3, 2008 (filed with the
SEC on June 12, 2008); and
|
|
|
|
our Current Reports on
Form 8-K,
filed with the SEC on January 4, 2008, February 15,
2008, March 7, 2008 and June 26, 2008.
|
(i)
Notwithstanding the foregoing, information that we furnish under
Items 2.02 and 7.01 of any Current Report on
Form 8-K,
including the related exhibits under Item 9.01, is not
incorporated by reference in this prospectus, the registration
statement of which this prospectus is a part, or any prospectus
supplement.
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 38103
(901) 495-6500
(ii)
AUTOZONE,
INC.
We are the nations leading specialty retailer and a
leading distributor of automotive replacement parts and
accessories, with most of our sales to do-it-yourself
(DIY) customers. We began operations in 1979 and as
of May 3, 2008, we operated 4,032 stores in 48 states,
the District of Columbia and Puerto Rico in the United States
and 130 stores in Mexico. Each of our stores carries an
extensive product line for cars, sport utility vehicles, vans
and light trucks, including new and remanufactured automotive
hard parts, maintenance items, accessories and non-automotive
products. In many of our stores we also have a commercial sales
program that provides commercial credit and prompt delivery of
parts and other products to local, regional and national repair
garages, dealers and service stations. We also sell the ALLDATA
brand automotive diagnostic and repair software. On the web at
www.autozone.com, we sell diagnostic and repair
information, auto and light truck parts, and accessories. We do
not derive revenue from automotive repair or installation
services.
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.
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 experience and perception of historical trends, current
conditions, expected future developments and other factors that
they believe to be appropriate. These are subject to a number of
risks and uncertainties, including, but not limited to, those
described in Item 1A to our annual report on
Form 10-K,
which is expressly incorporated by reference into this
prospectus, and those risks described in any supplement to this
prospectus under Risk Factors, and elsewhere in
documents filed with the SEC and incorporated by reference into
this prospectus, as well as other factors that our management
has not yet identified, including without limitation,
competition, product demand, the economy, credit markets, the
ability to hire and retain qualified employees, consumer debt
levels, inflation, weather, raw material costs of our suppliers,
energy prices, war and the prospect of war, including terrorist
activity, availability of commercial transportation,
construction delays, access to available and feasible financing,
and changes in laws or regulations. 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.
USE OF
PROCEEDS
Except as set forth in a 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 outstanding 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.
1
DESCRIPTION
OF DEBT SECURITIES
The following text describes the general terms and provisions of
debt securities that we may offer from time to time. When we
offer to sell a particular series of debt securities, we will
describe the specific terms of the series in a supplement to
this prospectus. We will also indicate in the supplement whether
the general terms and provisions described in this prospectus
apply to a particular series of debt securities. 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.
We may offer either senior debt securities or subordinated debt
securities. The senior debt securities and the subordinated debt
securities are together referred to in this prospectus as the
debt securities. Unless otherwise specified in a
supplement to this prospectus, the senior debt securities will
be our direct, unsecured obligations and will rank equally with
all of our other unsecured and unsubordinated indebtedness. The
subordinated debt securities generally will be entitled to
payment only after payment of our senior debt. See
Subordination below.
The debt securities will be issued under an indenture dated as
of August 8, 2003, as supplemented, between us and The Bank
of New York Mellon Trust Company, N.A. (successor to Bank
One Trust Company, N.A.), as trustee. The indenture, as
supplemented, is referred to in this prospectus as the
indenture. The indenture describes the terms of the
debt securities and does not limit the amount of debt securities
or other unsecured, senior debt we may issue. We have summarized
the general features of the debt securities to be governed by
the indenture. The summary is not complete. The indenture, as
supplemented, has been incorporated by reference as an exhibit
to the registration statement that we have filed with the SEC,
of which this prospectus forms a part. We encourage you to read
the indenture. Capitalized terms used in this description of our
debt securities have the meanings specified in the indenture.
General
The terms of each series of debt securities will be established
by our board of directors or a committee thereof and set forth
or determined in the manner provided in an officers
certificate or by a supplemental indenture. The particular terms
of each series of debt securities will be described in a
prospectus supplement relating to such series.
We can issue debt securities under the indenture in one or more
series with the same or various maturities, at par, at a premium
or at a discount. We need not issue all debt securities of one
series at the same time and, unless otherwise provided, we may
without the consent of the holders of the debt securities of
that series reopen a series and issue additional debt securities
of that series. We will set forth in a prospectus supplement the
aggregate principal amount of any series of debt securities
being offered and the following terms of such debt securities:
|
|
|
|
|
the title of the debt securities;
|
|
|
|
any limit on the aggregate principal amount of the debt
securities;
|
|
|
|
the date or dates on which we will pay the principal on the debt
securities;
|
|
|
|
the rate or rates (which may be fixed or variable) per annum or
the method used to determine the rate or rates (including any
commodity, commodity index, stock exchange index or financial
index) at which the debt securities will bear interest, the date
or dates from which interest will accrue, the date or dates on
which interest will commence and be payable and any regular
record date for the interest payable on any interest payment
date;
|
|
|
|
the place or places where principal of, and premium and interest
on, the debt securities will be payable;
|
|
|
|
the terms and conditions upon which we may redeem the debt
securities;
|
|
|
|
any obligation we have to redeem or purchase the debt securities
pursuant to any sinking fund or analogous provision or at the
option of a holder of debt securities;
|
2
|
|
|
|
|
the dates on which and the price or prices at which we will
repurchase debt securities at the option of the holders of debt
securities and other detailed terms and provisions of these
repurchase obligations;
|
|
|
|
the denominations in which the debt securities will be issued,
if other than denominations of $1,000 and any integral multiple
thereof;
|
|
|
|
whether the debt securities will be issued in certificated or
book-entry only form;
|
|
|
|
the portion of principal amount of the debt securities payable
upon declaration of acceleration of the maturity date, if other
than the entire principal amount;
|
|
|
|
the currency of denomination of the debt securities;
|
|
|
|
the designation of the currency, currencies or currency units in
which payment of principal of, and premium and interest on, the
debt securities will be made;
|
|
|
|
if payments of principal of, or premium or interest on, the debt
securities will be made in one or more currencies or currency
units other than that or those in which the debt securities are
denominated, the manner in which the exchange rate with respect
to these payments will be determined;
|
|
|
|
the manner in which the amounts of payment of principal of, or
premium or interest on, the debt securities will be determined,
if these amounts may be determined by reference to an index
based on a currency or currencies other than that in which the
debt securities are denominated or designated to be payable or
by reference to a commodity, commodity index, stock exchange
index or financial index;
|
|
|
|
any provisions relating to any collateral securing or guarantees
of payments of principal of, or premium or interest on, the debt
securities;
|
|
|
|
any addition to or change in the events of default described in
this prospectus or in the indenture with respect to the debt
securities and any change in the acceleration provisions
described in this prospectus or in the indenture with respect to
the debt securities;
|
|
|
|
any addition to or change in the covenants described in this
prospectus or in the indenture with respect to the debt
securities;
|
|
|
|
any conversion provisions, including the conversion price, the
conversion period, provisions as to whether conversion will be
mandatory, at the option of the holder or at our option, the
events requiring an adjustment of the conversion price and
provisions affecting conversion if such series of debt
securities are redeemed;
|
|
|
|
whether the debt securities will be senior debt securities or
subordinated debt securities and, if applicable, a description
of the subordination terms thereof;
|
|
|
|
any depositories, interest rate calculation agents, exchange
rate calculation agents or other agents with respect to the debt
securities; and
|
|
|
|
any other terms of the debt securities, which may modify,
delete, supplement or add to any provision of the indenture as
it applies to that series.
|
We may issue debt securities that provide for an amount less
than their stated principal amount to be due and payable upon
declaration of acceleration of their maturity pursuant to the
terms of the indenture. We will provide you with information on
the federal income tax considerations and other special
considerations applicable to any of these debt securities in the
applicable prospectus supplement.
If we denominate the purchase price of any of the debt
securities in a foreign currency or currencies or a foreign
currency unit or units, or if the principal of, and premium and
interest on, any series of debt securities is payable in a
foreign currency or currencies or a foreign currency unit or
units, we will provide you with information on the restrictions,
elections, general tax considerations, specific terms and other
information with respect to that issue of debt securities and
such foreign currency or currencies or foreign currency unit or
units in the applicable prospectus supplement.
3
Transfer
and Exchange
Each debt security will be represented by either one or more
global securities registered in the name of The Depository
Trust Company, as depositary, or a nominee (which we refer
to, in the case of any debt security represented by a global
debt security, as a book-entry debt security), or a
certificate issued in definitive registered form (which we refer
to, in the case of any debt security represented by a
certificated security, as a certificated debt
security) as set forth in the applicable prospectus
supplement. Except as set forth in the applicable prospectus
supplement, book-entry debt securities will not be issuable in
certificated form.
You may transfer or exchange certificated debt securities at any
office we maintain for this purpose in accordance with the terms
of the indenture. No service charge will be made for any
transfer or exchange of certificated debt securities, but we may
require payment of a sum sufficient to cover any tax or other
governmental charge payable in connection with a transfer or
exchange.
You may effect the transfer of certificated debt securities and
the right to receive the principal of, and any premium and
interest on, certificated debt securities only by surrendering
the certificate representing those certificated debt securities
and either reissuance by us or the trustee of the certificate to
the new holder or the issuance by us or the trustee of a new
certificate to the new holder.
We will not be required:
|
|
|
|
|
to issue, register the transfer of, or exchange debt securities
for the period beginning at the opening of business fifteen days
immediately preceding the mailing of a notice of redemption of
debt securities selected for redemption and ending at the close
of business on the day of such mailing; or
|
|
|
|
to register the transfer of or exchange of debt securities
selected, called or being called for redemption as a whole or
the portion being redeemed of any such security selected, called
or being called for redemption in part.
|
Ranking
Senior Debt Securities
Our senior debt securities will rank equally with all our other
unsecured and unsubordinated indebtedness.
Subordination
The subordination provisions for a series of subordinated debt
securities will be set forth in the applicable prospectus
supplement and in the subordinated debt securities themselves or
a resolution of our board of directors, a supplemental indenture
or an officers certificate.
Governing
Law
The indenture and the debt securities will be governed by, and
construed in accordance with, the internal laws of the State of
New York.
Concerning
the Trustee
The Bank of New York Mellon Trust Company, N.A. is the
trustee under the indenture. Notice to the trustee should be
directed to its Corporate Trust Office, located at 2 North
LaSalle Street, Suite 1020, Chicago, Illinois 60602,
Attention: Global Corporate Trust.
The indenture and provisions of the Trust Indenture Act of
1939, as amended (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
4
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 persons 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.
5
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.
Direct sales may be arranged by a securities broker-dealer or
other financial intermediary.
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 we state otherwise in the applicable 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 state otherwise in the
applicable prospectus supplement, any such agent will be acting
on a reasonable efforts basis for the period of its appointment.
6
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 agents
commission, dealers purchase price or underwriters
discount or commission 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 affiliates 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 the
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 Bass, Berry & Sims PLC, Memphis,
Tennessee. Certain other legal matters with respect to the debt
securities offered hereby will be passed upon for us by
Brownstein Hyatt Farber Schreck, LLP, Las Vegas, Nevada. Legal
counsel to any underwriters may pass upon legal matters for such
underwriters.
EXPERTS
Ernst & Young LLP, independent registered public
accounting firm, has audited our consolidated financial
statements included in our Annual Report on
Form 10-K
for the year ended August 25, 2007, and the effectiveness
of our internal control over financial reporting as of
August 25, 2007, as set forth in their reports, which are
incorporated by reference in this prospectus. Our financial
statements are incorporated by reference
7
in reliance on Ernst & Young LLPs report, given
on such firms authority as an expert in accounting and
auditing.
With respect to the unaudited condensed consolidated interim
financial information for the twelve week periods ended
November 17, 2007 and November 18, 2006, the twelve
and twenty-four week periods ended February 9, 2008 and
February 10, 2007 and the twelve and thirty-six week
periods ended May 3, 2008 and May 5, 2007,
incorporated by reference in this prospectus, Ernst &
Young LLP reported that they have applied limited procedures in
accordance with professional standards for a review of such
information. However, their separate reports dated
December 11, 2007, March 10, 2008 and June 10,
2008, included in our Quarterly Reports on
Form 10-Q
for the quarters ended November 17, 2007 (as amended),
February 9, 2008 and May 3, 2008, and incorporated
herein by reference, state that Ernst & Young LLP did
not audit and does not express an opinion on such interim
financial information. Accordingly, the degree of reliance on
their reports on such information should be restricted
considering the limited nature of the review procedures applied.
Ernst & Young LLP is not subject to the liability
provisions of Section 11 of the Securities Act of 1933 for
its reports on the unaudited interim financial information
because those reports are not a report or a
part of the registration statement prepared or
certified by Ernst & Young LLP within the meaning of
Sections 7 and 11 of the Securities Act of 1933.
8
$
AutoZone,
Inc.
% Senior
Notes Due 2014
PROSPECTUS SUPPLEMENT
,
2008
Joint Book-Running Managers
|
|
|
Banc
of America Securities LLC |
Citi |
SunTrust Robinson Humphrey |