Autozone Inc – ‘8-A12B’ on 4/10/00

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Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12B      Registration of a Class of Securities                  4     24K 

Document Table of Contents

8-A12B
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UNITED STATES       
SECURITIES AND EXCHANGE COMMISSION        
Washington, D.C.  20549       
______________        

FORM 8-A      

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES       
PURSUANT TO SECTION 12(b) OR (g) OF THE       
SECURITIES EXCHANGE ACT OF 1934       

AUTOZONE, INC.      
(Exact name of registrant as specified in its charter)  

Nevada                                  62-1482048            
(State of incorporation                         (IRS Employer                   
or organization)                          Identification No.)             

123 South Front Street, Memphis, Tennessee        38103                         
(Address of principal executive offices)        (Zip Code)                      

If this form relates to the                 If this form relates to the         
registration of a class of                  registration of a class of          
securities pursuant to Section              securities pursuant to Section      
12(b) of the Exchange Act and               12(g) of the Exchange Act and is    
is effective pursuant to                    effective pursuant to General       
General Instruction A(c),                   Instruction A(d), check the         
check the following box. [X]                following box. [ ]                  

Securities to be registered pursuant to Section 12(b) of the Act:               

Title of each class           Name of each exchange on which          
to be so registered           each class is to be registered          

Preferred Share Purchase Rights    New York Stock Exchange, Inc.                

Securities to be registered pursuant to Section 12(g) of the Act:               

None              
(Title of Class)            

8-A12B
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Item 1. DESCRIPTION OF SECURITIES TO BE REGISTERED.                             

   On March 21, 2000 the Board of Directors of AutoZone, Inc. (the
"Company") adopted a Stockholder Rights Plan.                                   

 In connection with the Rights Plan, the Board of Directors of
the Company declared a dividend of one preferred share purchase right           
(the "Rights") for each outstanding share of common stock, par value $.01       
per share (the "Common Shares"), of the Company outstanding at the close        
of business on April 14, 2000 (the "Record Date").  Each Right will             
entitle the registered holder thereof, after the Rights become                  
exercisable and until March 21, 2010 (or the earlier redemption, exchange       
or termination of the Rights), to purchase from the Company one one-            
thousandth (1/1,000th) of a share of Series A Junior Participating              
Preferred Stock, par value $.001 per share (the "Preferred Shares"), at a       
price of $125 per one one-thousandth (1/1,000th) of a Preferred Share,          
subject to certain anti-dilution adjustments (the "Purchase Price").            
Until the earlier to occur of (i) ten (10) days following a public              
announcement that a person or group of affiliated or associated persons         
has acquired, or obtained the right to acquire, beneficial ownership of         
15% or more of the Common Shares (an "Acquiring Person") or (ii) ten (10)       
business days (or such later date as may be determined by action of the         
Board of Directors prior to such time as any person or group of                 
affiliated persons becomes an Acquiring Person) following the                   
commencement or announcement of an intention to make a tender offer or          
exchange offer the consummation of which would result in the beneficial         
ownership by a person or group of 15% or more of the Common Shares (the         
earlier of (i) and (ii) being called the "Distribution Date"), the Rights       
will be evidenced, with respect to any of the Common Share certificates         
outstanding as of the Record Date, by such Common Share certificate.  The       
Rights will be transferred with and only with the Common Shares until the       
Distribution Date or earlier redemption or expiration of the Rights.  As        
soon as practicable following the Distribution Date, separate                   
certificates evidencing the Rights ("Right Certificates") will be mailed        
to holders of record of the Common Shares as of the close of business on        
the Distribution Date and such separate Right Certificates alone will           
evidence the Rights.  The Rights will at no time have any voting rights.        

Each Preferred Share purchasable upon exercise of the Rights
will be entitled, when, as and if declared, to a minimum preferential           
quarterly dividend payment of $1.00 per share but will be entitled to an        
aggregate dividend of 1,000 times the dividend, if any, declared per            
Common Share.  In the event of liquidation, dissolution or winding up of        
the Company, the holders of the Preferred Shares will be entitled to a          
preferential liquidation payment of $1,000 per share plus any accrued but       
unpaid dividends but will be entitled to an aggregate payment of 1,000          
times the payment made per Common Share.  Each Preferred Share will have        
1,000 votes and will vote together with the Common Shares.  Finally, in         
the event of any merger, consolidation or other transaction in which            
Common Shares are exchanged, each Preferred Share will be entitled to           
receive 1,000 times the amount received per Common Share.  Preferred            
Shares will not be redeemable.  These Rights are protected by customary         
anti-dilution provisions.  Because of the nature of the Preferred Share's       
dividend, liquidation and voting rights, the value of one one-thousandth        
of a Preferred Share purchasable upon exercise of each Right should             
approximate the value of one Common Share.                                      

In the event that a Person becomes an Acquiring Person or if
the Company were the surviving corporation in a merger with an Acquiring        
Person or any affiliate or associate of an Acquiring Person and the             
Common Shares were not changed or exchanged, each holder of a Right,            
other than Rights that are or were acquired or beneficially owned by the        
Acquiring Person (which Rights will thereafter be void), will thereafter        
have the right to receive upon exercise that number of Common Shares            
having a market value of two times the then current Purchase Price of one       
Right.  In the event that, after a person has become an Acquiring Person,       
the Company were acquired in a merger or other business combination             
transaction or more than 50% of its assets or earning power were sold,          
proper provision shall be made so that each holder of a Right shall             
thereafter have the right to receive, upon the exercise thereof at the          
then current Purchase Price of the Right, that number of shares of common       
stock of the acquiring company which at the time of such transaction            
would have a market value of two times the then current Purchase Price of       
one Right.                                                                      

At any time after a Person becomes an Acquiring Person and  
prior to the earlier of one of the events described in the last sentence        
in the previous paragraph or the acquisition by such Acquiring Person of        
50% or more of the then outstanding Common Shares, the Board of Directors       
may cause the Company to exchange the Rights (other than Rights owned by        
an Acquiring Person which have become void), in whole or in part, for           
Common Shares at an exchange rate of one Common Share per Right (subject        
to adjustment).                                                                 

The Rights may be redeemed in whole, but not in part, at a  
price of $.001 per Right (the "Redemption Price") by the Board of               
Directors at any time prior to the time that an Acquiring Person has            
become such.  The redemption of the Rights may be made effective at such        
time, on such basis and with such conditions as the Board of Directors in       
its sole discretion may establish. Immediately upon any redemption of the       
Rights, the right to exercise the Rights will terminate and the only            
right of the holders of Rights will receive the Redemption Price.               

The Rights will expire on March 21, 2010 (unless earlier    
redeemed, exchanged or terminated).  First Chicago Trust Company of New         
York is the Rights Agent.                                                       

The Purchase Price payable, and the number of one one-      
thousandths of a Preferred Share or other securities or property                
issuable, upon exercise of the Rights are subject to adjustment from time       
to time to prevent dilution (i) in the event of a stock dividend on, or a       
subdivision, combination or reclassification of, the Preferred Shares,          
(ii) upon the grant to holders of the Preferred Shares of certain rights        
or warrants to subscribe for or purchase Preferred Shares or convertible        
securities at less than the current market price of the Preferred Shares        
or (iii) upon the distribution to holders of the Preferred Shares of            
evidences of indebtedness, cash, securities or assets (excluding regular        
periodic cash dividends at a rate not in excess of 125% of the rate of          
the last regular periodic cash dividend theretofore paid or, in case            
regular periodic cash dividends have not theretofore been paid, at a rate       
not in excess of 50% of the average net income per share of the Company         
for the four quarters ended immediately prior to the payment of such            
dividend, or dividends payable in Preferred Shares (which dividends will        
be subject to the adjustment described in clause (i) above)) or of              
subscription rights or warrants (other than those referred to above).           

 Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company beyond those as an               
existing stockholder, including, without limitation, the right to vote or       
to receive dividends.                                                           

   Any of the provisions of the Rights Agreement dated as of March
21, 2000 between the Company and the Rights Agent (the "Rights                  
Agreement") may be amended by the Board of Directors of the Company for         
so long as the Rights are then redeemable, and after the Rights are no          
longer redeemable, the Company may amend or supplement the Rights               
Agreement in any manner that does not adversely affect the interests of         
the holder of the Rights.                                                       

One Right will be distributed to stockholders of the Company
for each Common Share owned of record by them on April 14, 2000.  As long       
as the Rights are attached to the Common Shares, the Company will issue         
one Right with each new Common Share so that all such shares will have          
attached Rights.  The Company has agreed that, from and after the               
Distribution Date, the Company will reserve 200,000 Preferred Shares            
initially for issuance upon exercise of the Rights.                             

The rights are designed to assure that all of the Company's 
stockholders receive fair and equal treatment in the event of any               
proposed takeover of the Company and to guard against partial tender            
offers, open market accumulations and other abusive tactics to gain             
control of the Company without paying all stockholders a control premium.       
The Rights will cause substantial dilution to a person or group that            
acquires 15% or more of the Company's stock on terms not approved by the        
Company's Board of Directors.  The Rights should not interfere with any         
merger or other business combination approved by the Board of Directors         
at any time prior to the first date that a Person or group has become an        
Acquiring Person.                                                               

   The Rights Agreement specifying the terms of the Rights and the
text of the press release announcing the declaration of the Rights, are         
incorporated herein by reference as exhibits to this Current Report.  The       
foregoing description of the Rights is qualified in its entirety by             
reference to such exhibits.                                                     

Item 2.        EXHIBITS                                                         

4. Rights Agreement, dated as of March 21, 2000, between    
AutoZone, Inc. and First Chicago Trust Company of New York  
 which includes the form of Certificate of Designations of the
   Series A Junior Participating Preferred Stock of AutoZone, Inc.
as Exhibit A, the form of Right Certificate as Exhibit B and
   the Summary of Rights to Purchase Preferred Shares as Exhibit C
(incorporated by reference to Exhibit 4 of AutoZone, Inc.'s 
Current Report on Form 8-K dated March 21, 2000).           

 99. Text of Press Release, dated March 21, 2000 (incorporated
 by reference to Exhibit 99 of AutoZone, Inc.'s Current Report
on Form 8-K dated March 21, 2000).                          

8-A12B
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SIGNATURE       

Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration          
statement to be signed on its behalf by the undersigned hereunto duly           
authorized.                                                                     

AUTOZONE, INC.      

Dated:  April 10, 2000        By:  /s/ Robert J. Hunt                           
                  ----------------------------
    Robert J. Hunt
              Executive Vice President
               & Chief Financial Officer

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EXHIBIT INDEX       

4. Rights Agreement, dated as of March 21, 2000, between    
AutoZone, Inc. and First Chicago Trust Company of New York  
 which includes the form of Certificate of Designations of the
   Series A Junior Participating Preferred Stock of AutoZone, Inc.
as Exhibit A, the form of Right Certificate as Exhibit B and
   the Summary of Rights to Purchase Preferred Shares as Exhibit C
(incorporated by reference to Exhibit 4 of AutoZone, Inc.'s 
Current Report on Form 8-K dated March 21, 2000).           

 99. Text of Press Release, dated March 21, 2000 (incorporated
 by reference to Exhibit 99 of AutoZone, Inc.'s Current Report
on Form 8-K dated March 21, 2000).                          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
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		4/14/00		2
Filed on:		4/10/00		3					4,  8-K
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