Autozone Inc – ‘424B1’ on 11/21/97

As of:  Friday, 11/21/97   ·   Accession #:  1047469-97-5806   ·   File #:  333-39715

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Prospectus   —   Rule 424(b)(1)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B1       Prospectus                                            34    182K 

Document Table of Contents

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9,166,000 SHARES

[LOGO]
AUTOZONE, INC.
COMMON STOCK
(PAR VALUE $.01 PER SHARE)

--------------------- 

    Of  the 9,166,000 shares of Common Stock offered, 7,332,800 shares are being
offered hereby in the United States and 1,833,200 shares are being offered in  a
concurrent  international offering outside the United States. The initial public
offering price  and  the  aggregate  underwriting discount  per  share  will  be
identical for both offerings. See "Underwriting".                               

    All  of  the  shares of  Common  Stock  offered are  being  sold  by Selling
Stockholders of the Company. The Selling                                        
Stockholders consist of certain KKR  Partnerships that are limited  partnerships
affiliated  with  Kohlberg Kravis  Roberts &  Co.,  L.P. and  J.R. Hyde,  III, a
director of the Company. After the offerings, the KKR Partnerships will not  own
any  shares  of  Common  Stock,  and  Mr.  Hyde  and  KKR  Associates  will  own
approximately 6.8% and 7.8%, respectively,  of the outstanding shares of  Common
Stock  (assuming  exercise  in full  of  the over-allotment  options).  See "The
Company" and "Principal and Selling Stockholders". The Company will not  receive
any of the proceeds from the sale of the shares offered hereby.                 

    The last reported sales price of the Common Stock, which is listed under the
symbol  "AZO", on the New  York Stock Exchange on November  20, 1997 was $28 7/8
per share. See "Price Range of Common Stock".                                   

--------------------- 

THESE SECURITIES  HAVE  NOT  BEEN  APPROVED OR  DISAPPROVED  BY  THE  SECURITIES
AND   EXCHANGE  COMMISSION  OR   ANY  STATE  SECURITIES   COMMISSION  NOR  HAS
THE  SECURITIES   AND  EXCHANGE   COMMISSION  OR   ANY  STATE   SECURITIES
COMMISSION  PASSED  UPON THE  ACCURACY OR  ADEQUACY OF  THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 
------------------- 

                                                        [Enlarge/Download Table]

                                                    INITIAL PUBLIC            UNDERWRITING        PROCEEDS TO SELLING
                                                    OFFERING PRICE            DISCOUNT(1)           STOCKHOLDERS(2)  
                                                 ---------------------  ------------------------  -------------------
                                                                                                                     
Per Share.......................................        $28.50                   $1.00                  $27.50       
Total(3)........................................     $261,231,000              $9,166,000            $252,065,000    

-------------                                                                   

(1) The  Company and  the  Selling Stockholders  have  agreed to  indemnify  the
    Underwriters  against certain  liabilities, including  liabilities under the
Securities Act of 1933. See "Underwriting".                             

(2) Before  deducting estimated  expenses  of $400,000  payable by  the  Selling
Stockholders.                                                           

(3) The Selling Stockholders have granted the U.S. Underwriters an option for 30
    days  to purchase up to an additional  800,000 shares of Common Stock at the
    initial public offering  price per  share, less  the underwriting  discount,
    solely to cover over-allotments. Additionally, the Selling Stockholders have
    granted  the International Underwriters an option for 30 days to purchase up
    to an  additional 200,000  shares  of Common  Stock  at the  initial  public
    offering  price per share,  less the underwriting  discount, solely to cover
    over-allotments. If such options  are exercised in  full, the total  initial
    public  offering  price,  underwriting  discount  and  proceeds  to  Selling
    Stockholders   will   be   $289,731,000,   $10,166,000   and   $279,565,000,
respectively. See "Underwriting".                                       

--------------------- 

    The shares offered hereby are offered severally by the U.S. Underwriters, as
specified herein, subject to receipt and acceptance by them and subject to their
right  to reject any order in whole or in part. It is expected that certificates
for the shares will  be ready for delivery  in New York, New  York, on or  about
November 26, 1997 against payment therefor in immediately available funds.      

GOLDMAN, SACHS & CO.                                                            

LEHMAN BROTHERS                                         

DONALDSON, LUFKIN & JENRETTE  
SECURITIES CORPORATION  

       FURMAN SELZ

                                              MORGAN STANLEY DEAN WITTER

--------------------- 

THE DATE OF THIS PROSPECTUS IS NOVEMBER 20, 1997. 

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[LOGO]

The  following map identifies the locations of  the Company's 1,728 stores in 32
states at August 30, 1997:                                                      

[For EDGAR filing: Map is  shown illustrating  the  locations of  the  Company's
           1,298 stores in 27 states at May 4, 1996, as follows:

                                                                [Download Table]
                            
Alabama..........         69
Arizona..........         51
Arkansas.........         35
Colorado.........         21
Florida..........         49
Georgia..........         83
Illinois.........         37
Indiana..........         60
Kansas...........          6
Kentucky.........         35
Louisiana........         65
Michigan.........          9
Mississippi......         54
Missouri.........         50
New Mexico.......         22
North Carolina...         69
Ohio.............        120
Oklahoma.........         51
Pennsylvania.....          1
South Carolina...         40
Tennessee........         96
Texas............        228
Utah.............         15
Virginia.........         19
West Virginia....         11
Wisconsin........          1
Wyoming..........          1
                   ---------
    Total........      1,298
                   ---------
                   ---------

In  addition, the map  identifies the locations of  the Company's 7 distribution
centers in Georgia, Tennessee, Illinois, Louisiana, Texas, Arizona and Ohio.]   

------------------- 

CERTAIN PERSONS PARTICIPATING IN THE  OFFERINGS MAY ENGAGE IN TRANSACTIONS  THAT
STABILIZE, MAINTAIN OR OTHERWISE AFFECT THE PRICE OF THE COMMON STOCK, INCLUDING
OVER-ALLOTMENT,  STABILIZING AND SHORT-COVERING TRANSACTIONS IN SUCH SECURITIES,
AND THE IMPOSITION OF  A PENALTY BID,  IN CONNECTION WITH  THE OFFERINGS. FOR  A
DESCRIPTION OF THESE ACTIVITIES, SEE "UNDERWRITING."                            

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AVAILABLE INFORMATION 

    AutoZone,  Inc. ("AutoZone" or the "Company")  has filed with the Securities
and Exchange Commission  (the "Commission") a  Registration Statement (of  which
this  Prospectus is a  part) under the  Securities Act of  1933, as amended (the
"Securities Act"), with respect  to the shares of  Common Stock offered  hereby.
This  Prospectus  does not  contain  all of  the  information set  forth  in the
Registration Statement, certain portions of which have been omitted as permitted
by the rules  and regulations of  the Commission. Statements  contained in  this
Prospectus  as  to  the contents  of  any  contract or  other  document  are not
necessarily complete, and in each instance reference is made to the copy of such
contract or other document  filed as an exhibit  to the Registration  Statement,
each  such statement being qualified  in all respects by  such reference and the
exhibits and schedules thereto. For  further information regarding AutoZone  and
the  shares of  Common Stock  offered hereby,  reference is  hereby made  to the
Registration Statement  and the  exhibits  and schedules  thereto which  may  be
obtained  from the Public Reference Section of the Commission, 450 Fifth Street,
N.W., Washington, D.C. 20549 at prescribed rates.                               

    AutoZone is  subject  to  the information  requirements  of  the  Securities
Exchange  Act  of  1934, as  amended  (the  "Exchange Act"),  and  in accordance
therewith files  reports,  proxy  statements  and  other  information  with  the
Commission.  The Registration  Statement, the  exhibits and  schedules forming a
part thereof and  the reports, proxy  statement and other  information filed  by
AutoZone  with  the  Commission  in  accordance with  the  Exchange  Act  can be
inspected and copied  at the  Public Reference  Section of  the Commission,  450
Fifth  Street,  N.W.,  Washington, D.C.  20549,  and at  the  following regional
offices of the Commission: Seven World  Trade Center, 13th Floor, New York,  New
York  10048 and 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. In
addition, AutoZone's Common Stock is listed  on the New York Stock Exchange  and
similar  information concerning AutoZone can be  inspected and copied at the New
York Stock  Exchange, 20  Broad Street,  New York,  New York  10005.  Electronic
filings  made  through the  Electronic  Data Gathering,  Analysis  and Retrieval
system ("EDGAR") are also publicly available through the Commission's World Wide
Web site (http://www.sec.gov).                                                  

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

    The documents  listed  below  have  been  filed  by  the  Company  with  the
Commission and are incorporated by reference herein:                            

        a.  Annual Report on Form 10-K for the fiscal year ended August 30, 1997
(the "1997 Form 10-K").                                                 

        b.  Proxy Statement dated October 29, 1997 (the "1997 Proxy Statement").

    All  documents filed by the Company pursuant to Section 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination  of the  offering of  the Common  Stock shall  be deemed  to  be
incorporated  by reference herein and to be  part hereof from the date of filing
of such documents.                                                              

    Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein  shall be deemed to  be modified or  superseded
for purposes of this Prospectus to the extent that a statement contained herein,
or  in any other  subsequently filed document which  also is or  is deemed to be
incorporated by reference  herein, modifies  or supersedes  such statement.  Any
such  statement so  modified or  superseded shall  not be  deemed, except  as so
modified or superseded, to constitute a part of this Prospectus.                

    Copies of all documents which  are incorporated by reference (not  including
the   exhibits  to  such  documents,   unless  such  exhibits  are  specifically
incorporated by reference in such documents) will be provided without charge  to
each  person,  including  any  beneficial  owner,  to  whom  this  Prospectus is
delivered,  upon  written  or  oral  request  and  may  be  obtained  from   the
Commission's   World  Wide   Web  site  (http://www.sec.gov).   Copies  of  this
Prospectus, as  amended  or  supplemented  from time  to  time,  and  any  other
documents  (or parts of documents) that constitute part of this Prospectus under
Section 10(a) of the Securities Act will also be provided without charge to each
such person  upon  written or  oral  request.  Requests should  be  directed  to
AutoZone,  Inc., Attention: Investor Relations, 123 South Front Street, Memphis,
Tennessee 38103, telephone (901) 495-7185.                                      

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THE COMPANY 

    AutoZone  is the nation's leading specialty retailer of automotive parts and
accessories, focusing  primarily on  "Do-It-Yourself" ("D-I-Y")  customers.  The
Company  began operations in 1979 and, at August 30, 1997, operated 1,728 stores
in 32 states, primarily located in the Sunbelt and Midwest regions of the United
States. Each AutoZone store carries an extensive product line, including new and
remanufactured automotive  hard  parts,  such as  alternators,  starters,  water
pumps,  brake  shoes and  pads, carburetors,  clutches and  engines; maintenance
items, such as oil, antifreeze,  transmission, brake and power steering  fluids,
engine  additives, protectants and  waxes; and accessories,  such as car stereos
and floor mats. The  Company carries parts for  domestic and foreign cars,  vans
and light trucks. The Company also has a commercial sales program which provides
commercial  credit  and prompt  delivery of  parts and  other products  to local
repair garages, dealers and service stations. This program was offered in  1,265
of the Company's stores at August 30, 1997. AutoZone does not perform automotive
repairs or installations.                                                       

    AutoZone has experienced significant growth due to the opening of new stores
and  increases in  comparable store  sales. Net  sales have  increased from $1.2
billion in the Company's  1993 fiscal year  to $2.7 billion  in the 1997  fiscal
year,  and net income has increased from  $86.9 million to $195.0 million during
such period. In addition,  the number of  stores has increased  from 678 at  the
beginning  of the 1993 fiscal year to  1,728 at August 30, 1997, representing an
increase in total store square footage  from 4.0 million to 11.6 million  square
feet  during such period. A major element  of the Company's business strategy is
continued store expansion, including the opening of stores in new market  areas.
AutoZone  opened 305 net new  stores during its 1997  fiscal year and intends to
open 350 net  new stores in  its 1998 fiscal  year and a  substantial number  of
additional  stores in succeeding fiscal years. See "Business-- Store Development
and Expansion Strategy."                                                        

    AutoZone is dedicated to a  marketing and merchandising strategy to  provide
customers  with  superior service,  value  and parts  selection  at conveniently
located,  well-designed  stores.  The  Company  has  implemented  this  strategy
primarily  through  knowledgeable  and  motivated  store  personnel  trained  to
emphasize prompt and courteous customer  service, through an everyday low  price
policy  and  by  maintaining  an  extensive product  line  with  an  emphasis on
automotive  hard   parts.   AutoZone's   stores  are   generally   situated   in
high-visibility  locations and provide a distinctive merchandise presentation in
an attractive store environment.                                                

    Approximately 6.8% of the Company's shares of Common Stock outstanding prior
to the offerings is held by three limited partnerships (the "KKR Partnerships"),
the general partner of each of which is KKR Associates, L.P. ("KKR Associates"),
a New York  limited partnership and  an affiliate of  Kohlberg Kravis Roberts  &
Co.,  L.P. ("KKR"), and approximately 8.1% is held by J.R. Hyde, III, a director
of the Company (together with the KKR Partnerships, the "Selling Stockholders").
In addition, KKR Associates owns approximately 6.3% of the outstanding shares of
Common Stock. After giving effect to the sale of shares of the Company's  Common
Stock by the Selling Stockholders in the offerings and assuming exercise in full
of  the over-allotment options, the KKR Partnerships  will not own any shares of
Common Stock, and Mr.  Hyde and KKR Associates  will own approximately 6.8%  and
7.8%,  respectively, of the outstanding shares of  Common Stock. The term of two
of the KKR  Partnerships expired on  December 31, 1996,  in accordance with  the
terms  of  the  limited  partnership  agreements  pursuant  to  which  they were
organized  (the   "Limited   Partnership  Agreements").   The   terminated   KKR
Partnerships  continue  to be  in existence  for a  winding-up period  after the
termination date. See "Principal and Selling Stockholders."                     

    The Company's  executive offices  are  located at  123 South  Front  Street,
Memphis, Tennessee 38103, and its telephone number is (901) 495-6500.           

    References  in this  Prospectus to "AutoZone"  or the  "Company" include the
Company's direct  and indirect  wholly-owned  subsidiaries, unless  the  context
otherwise requires. See "Business-- Introduction."                              

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SELECTED FINANCIAL DATA 

    The  following  table  sets  forth selected  financial  and  other operating
information of AutoZone. The selected financial  data for the five fiscal  years
during  the period  ended August  30, 1997  have been  derived from  the audited
financial statements of  AutoZone, which in  the case of  the three most  recent
fiscal  years are  incorporated by  reference in  the 1997  Form 10-K,  which is
incorporated by reference  herein. The  data provided  below should  be read  in
conjunction   with  the   separate  financial  statements   and  notes  thereto,
incorporated by reference herein.                                               

                                                        [Enlarge/Download Table]

                                                     FISCAL YEAR ENDED AUGUST(1)                   
                                   --------------------------------------------------------------- 
                                      1993         1994         1995         1996         1997     
                                   (52 WEEKS)   (52 WEEKS)   (52 WEEKS)   (53 WEEKS)   (52 WEEKS)  
                                   ----------   -----------  -----------  -----------  ----------- 
                                                                                                   
                                              (IN THOUSANDS, EXCEPT FOR PER SHARE DATA             
                                                    AND SELECTED OPERATING DATA)                   
INCOME STATEMENT DATA:                                                                             
Net sales........................   $1,216,793  $ 1,508,029  $ 1,808,131  $ 2,242,633  $ 2,691,440 
Cost of sales, including                                                                           
 warehouse and delivery                                                                            
 expenses........................     731,971       886,068    1,057,033    1,307,638    1,559,296 
Operating, selling, general and                                                                    
 administrative expenses.........     344,060       431,219      523,440      666,061      810,793 
                                   ----------   -----------  -----------  -----------  ----------- 
Operating profit.................     140,762       190,742      227,658      268,934      321,351 
Interest income (expense)--net...       2,473         2,244          623       (1,969)      (8,843)
                                   ----------   -----------  -----------  -----------  ----------- 
Income before income taxes.......     143,235       192,986      228,281      266,965      312,508 
Income taxes.....................      56,300        76,600       89,500       99,800      117,500 
                                   ----------   -----------  -----------  -----------  ----------- 
Net income.......................   $  86,935   $   116,386  $   138,781  $   167,165  $   195,008 
                                   ----------   -----------  -----------  -----------  ----------- 
                                   ----------   -----------  -----------  -----------  ----------- 
Net income per share.............   $    0.59   $      0.78  $      0.93  $      1.11  $      1.28 
                                   ----------   -----------  -----------  -----------  ----------- 
                                   ----------   -----------  -----------  -----------  ----------- 
Average shares outstanding,                                                                        
 including common stock                                                                            
 equivalents.....................     147,608       148,726      149,302      151,238      152,535 
                                   ----------   -----------  -----------  -----------  ----------- 
                                   ----------   -----------  -----------  -----------  ----------- 
SELECTED OPERATING DATA:                                                                           
Number of stores (at fiscal year                                                                   
 end)............................         783           933        1,143        1,423        1,728 
Total store square footage (at                                                                     
 fiscal year end) (000s)(2)......       4,839         5,949        7,480        9,437       11,611 
Percentage increase in square                                                                      
 footage(2)......................         20%           23%          26%          26%          23% 
Average net sales per store                                                                        
 (000s)(2).......................   $   1,666   $     1,758  $     1,742  $     1,702  $     1,691 
Average net sales per store                                                                        
 square foot(2)..................   $     274   $       280  $       269  $       258  $       253 
Percentage increase in comparable                                                                  
 store net sales(3)..............          9%            9%           6%           6%           8% 
BALANCE SHEET DATA (AT FISCAL                                                                      
 YEAR END):                                                                                        
Current assets...................   $ 378,467   $   424,402  $   447,822  $   613,097  $   778,802 
Current liabilities..............     286,136       339,029      417,549      612,878      592,452 
Working capital..................      92,331        85,373       30,273          219      186,350 
Total assets.....................     696,547       882,102    1,111,778    1,498,397    1,884,017 
Total debt.......................       4,458         4,252       13,503       94,400      198,400 
Stockholders' equity.............     396,613       528,377      684,710      865,582    1,075,208 

-------------                                                                   
(1) The Company's  fiscal year consists  of 52 or  53 weeks ending  on the  last
Saturday in August.                                                     

(2)  Total store square footage is based on the Company's standard store formats
    including  normal  selling,  office,  stockroom  and  receiving  space,  but
    excluding  excess space  not utilized in  a store's  operations. Average net
    sales per store and average net sales per store square foot are based on the
    average of beginning and  ending number of stores  and store square  footage
    and  are not weighted to  take into consideration the  actual dates of store
    openings or expansions.  For fiscal 1996,  average net sales  per store  and
    average  net sales per store  square foot have been  adjusted to exclude net
sales for the fifty-third week.                                         

(3) Comparable store net  sales data is  calculated based on  the change in  net
    sales  of all stores opened as of the beginning of the preceding full fiscal
    year. Increases  for fiscal  1996  and fiscal  1997  have been  adjusted  to
exclude the effect of the fifty-third week in fiscal 1996.              

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PRICE RANGE OF COMMON STOCK 

    The  Company's Common Stock is  listed on the New  York Stock Exchange under
the symbol AZO. The  following table sets  forth the high  and low closing  sale
prices  for the  Company's Common Stock  for the calendar  quarters indicated as
reported by the New York Stock Exchange Composite Tape.                         

                                                                [Download Table]

                                                                   HIGH       LOW   
                                                                  -------   ------- 
                                                                                    
1995                                                                                
----------------------------------------------------------------                    
Third Quarter...................................................  $27 5/8   $25     
Fourth Quarter..................................................   30 1/8    24 3/4 

1996                                                                                
----------------------------------------------------------------                    
First Quarter...................................................   34        24 1/8 
Second Quarter..................................................   37 1/2    32 3/8 
Third Quarter...................................................   34 1/2    27     
Fourth Quarter..................................................   30 5/8    22 7/8 

1997                                                                                
----------------------------------------------------------------                    
First Quarter...................................................   26 1/8    20 1/8 
Second Quarter..................................................   26        22 1/4 
Third Quarter...................................................   31 5/8    23 3/4 
Fourth Quarter (through November 20)............................   32 9/16   27 3/16

    The last reported  sale price  of the  Common Stock  on the  New York  Stock
Exchange  Composite Tape as of a  recent date is set forth  on the cover page of
this Prospectus.                                                                

DIVIDEND POLICY 

    AutoZone has not  declared or paid  any cash dividends  on its Common  Stock
since  its incorporation in May 1986 and does not currently intend to declare or
pay any dividends. Any determination to pay  dividends in the future will be  at
the  discretion of the Company's  Board of Directors and  will be dependent upon
AutoZone's results  of operations,  financial condition,  capital  expenditures,
working  capital requirements,  any contractual  restrictions and  other factors
deemed relevant by the Board of Directors.                                      

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CAPITALIZATION

    The following table sets forth the capitalization of AutoZone at August  30,
1997 (in thousands):                                                            

                                                        [Enlarge/Download Table]
                                                                                      
Short-term debt............................................................ $   --    
                                                                            ----------
                                                                            ----------
Long-term debt............................................................. $  198,400
Stockholders' equity:                                                                 
  Preferred Stock, par value $.01 per share; 1,000,000 shares authorized;             
  no shares issued.........................................................     --    
  Common Stock, par value $.01 per share; 200,000,000 shares authorized;              
  151,313,000 shares outstanding(1)........................................      1,513
    Additional paid-in capital.............................................    249,853
    Retained earnings......................................................    823,842
                                                                            ----------
      Total stockholders' equity...........................................  1,075,208
                                                                            ----------
        Total capitalization............................................... $1,273,608
                                                                            ----------
                                                                            ----------

------------                                                                    
(1)  Excludes  10,599,254  shares  of  Common  Stock  underlying  stock  options
    outstanding at August 30,  1997 at an average  exercise price of $19.84  per
    share.  See "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and "Principal and Selling Stockholders."        

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF 
FINANCIAL CONDITION AND RESULTS OF OPERATIONS 

RESULTS OF OPERATIONS                                                           

    The  following table sets forth income  statement data of AutoZone expressed
as a percentage of net sales for the periods indicated:                         

                                                        [Enlarge/Download Table]

                                                                     FISCAL YEAR ENDED             
                                                        -------------------------------------------
                                                         AUGUST 26,     AUGUST 31,     AUGUST 30,  
                                                            1995           1996           1997     
                                                        -------------  -------------  -------------
                                                                                                   
Net sales..............................................       100.0%         100.0%         100.0% 
Cost of sales, including warehouse and delivery                                                    
  expenses.............................................        58.5           58.3           58.0  
                                                              -----          -----          -----  
Gross profit...........................................        41.5           41.7           42.0  
Operating, selling, general and administrative                                                     
  expenses.............................................        28.9           29.7           30.1  
                                                              -----          -----          -----  
Operating profit.......................................        12.6           12.0           11.9  
Interest expense--net..................................          --            0.1            0.3  
Income taxes...........................................         4.9            4.4            4.4  
                                                              -----          -----          -----  
Net income.............................................         7.7%           7.5%           7.2% 
                                                              -----          -----          -----  
                                                              -----          -----          -----  

FISCAL 1997 COMPARED TO FISCAL 1996                                         

    Net sales for fiscal  1997 increased by $448.8  million, or 20.0%, over  net
sales  for fiscal 1996.  This increase was  due to a  comparable store net sales
increase of 8%, (which was primarily due to sales growth in the Company's  newer
stores  and the added sales of the Company's commercial program) and an increase
in net sales of $313.1 million for  stores opened since the beginning of  fiscal
1996,  offset by net sales for the 53rd week of fiscal 1996. At August 30, 1997,
the Company had  1,728 stores in  operation, a  net increase of  305 stores,  or
approximately 23% in new store square footage for the year.                     

    Gross  profit for fiscal 1997  was $1,132.1 million, or  42.0% of net sales,
compared with  $935.0 million,  or 41.7%  of  net sales,  for fiscal  1996.  The
increase  in gross profit percentage was due primarily to improved leveraging of
warehouse and delivery expenses.                                                

    Operating, selling,  general and  administrative  expenses for  fiscal  1997
increased  by $144.7 million over such expenses for fiscal 1996 and increased as
a percentage of net sales from 29.7% to 30.1%. The increase in the expense ratio
was primarily due to operating  costs of ALLDATA and  to costs of the  Company's
commercial program.                                                             

    Net  interest expense  for fiscal 1997  was $8.8 million  compared with $2.0
million for fiscal 1996. The increase  in interest expense was primarily due  to
higher levels of borrowings.                                                    

    AutoZone's  effective income tax rate was 37.6% of pre-tax income for fiscal
1997 and 37.4% for fiscal 1996.                                                 

FISCAL 1996 COMPARED TO FISCAL 1995                                         

    Net sales for fiscal  1996 increased by $434.5  million, or 24.0%, over  net
sales  for fiscal 1995.  This increase was  due to a  comparable store net sales
increase of 6% (which was primarily due  to sales growth in the Company's  newer
stores  and added sales of the Company's commercial program), an increase in net
sales of $275.1 million for stores opened since the beginning of fiscal 1995 and
net sales for  the fifty-third  week of  fiscal 1996.  At August  31, 1996,  the
Company  had  1,423  stores in  operation,  a  net increase  of  280  stores, or
approximately 26% in new store square footage for the year.                     

    Gross profit for  fiscal 1996  was $935.0 million,  or 41.7%  of net  sales,
compared  with  $751.1 million,  or 41.5%  of  net sales,  for fiscal  1995. The
increase in gross profit percentage was due primarily to improved leveraging  of
warehouse  and delivery  expenses, favorable  results of  store and distribution
center inventories, and the added sales of higher margin ALLDATA products.      

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    Operating, selling,  general and  administrative  expenses for  fiscal  1996
increased  by $142.6 million over such expenses for fiscal 1995 and increased as
a percentage of net sales from 28.9% to 29.7%. The increase in the expense ratio
was primarily due to acquisition and operating costs of ALLDATA and to costs  of
the Company's commercial program.                                               

    Net interest expense for fiscal 1996 was $2.0 million compared with interest
income  of $0.6 million  for fiscal 1995.  The increase in  interest expense was
primarily due to higher levels of borrowings.                                   

    AutoZone's effective income tax rate was 37.4% of pre-tax income for  fiscal
1996  and 39.2% for fiscal 1995. The decrease  in the tax rate was primarily due
to a reduction in state income taxes.                                           

LIQUIDITY AND CAPITAL RESOURCES                                                 

    The Company's  primary capital  requirements have  been the  funding of  its
continued  new store expansion program, the increase in distribution centers and
inventory requirements.  The  Company  has  opened  1,050  net  new  stores  and
constructed  four new distribution centers from  the beginning of fiscal 1993 to
August 30, 1997. The Company has  financed this growth through a combination  of
internally  generated  funds  and,  to a  lesser  degree,  borrowings.  Net cash
provided by  operating activities  was  $177.5 million  in fiscal  1997,  $174.2
million in fiscal 1996 and $180.1 million in fiscal 1995.                       

    Capital  expenditures were $297.5 million in  fiscal 1997, $288.2 million in
fiscal 1996 and $258.1 million  in fiscal 1995. The  Company opened 305 net  new
stores  in  fiscal  1997.  Construction  commitments  totaled  approximately $52
million at August 30, 1997.                                                     

    The Company's  new store  development program  requires significant  working
capital,  principally for inventories. Historically,  the Company has negotiated
extended payment terms from suppliers,  minimizing the working capital  required
by  its  expansion.  The Company  believes  that  it will  be  able  to continue
financing  much  of  its  inventory  growth  by  favorable  payment  terms  from
suppliers,  but there can be no assurance that the Company will be successful in
obtaining such terms.                                                           

    The Company anticipates that it will rely primarily on internally  generated
funds  to support  a majority  of its  capital expenditures  and working capital
requirements;  the  balance  of  such   requirements  will  be  funded   through
borrowings. The Company has an unsecured revolving credit agreement with several
banks  providing for  borrowings up  to $275  million. At  August 30,  1997, the
Company had available borrowings under these agreements of $76.6 million.       

    At August 30, 1997,  the Company had outstanding  stock options to  purchase
10,599,254  shares of Common Stock. Assuming  all such options become vested and
are exercised, such options  would result in proceeds  of $210.3 million to  the
Company. Such proceeds constitute an additional source for liquidity and capital
resources  for the Company. For fiscal 1997,  proceeds from sales of stock under
stock option and  employee stock  purchase plans were  $14.6 million,  including
related tax benefits.                                                           

INFLATION                                                                       

    The Company does not believe its operations have been materially affected by
inflation.  The Company  has been successful,  in many cases,  in mitigating the
effects of  merchandise cost  increases principally  due to  economies of  scale
resulting  from increased volumes of purchases, selective forward buying and the
use of alternative suppliers.                                                   

SEASONALITY AND QUARTERLY PERIODS                                               

    The Company's  business is  somewhat seasonal  in nature,  with the  highest
sales  occurring in the summer  months of June through  August, in which average
weekly per store sales historically have run about 20% to 30% higher than in the
slowest months  of December  through February.  The Company's  business is  also
affected by weather conditions. Extremely hot or extremely cold weather tends to
enhance  sales by causing parts to fail and spurring sales of seasonal products.
Mild or rainy weather tends to soften sales as parts' failure rates are lower in
mild weather  and  elective maintenance  is  deferred during  periods  of  rainy
weather.                                                                        

    Each  of  the first  three quarters  of AutoZone's  fiscal year  consists of
twelve weeks and the fourth quarter  consists of sixteen weeks (seventeen  weeks
in fiscal 1996). Because the fourth quarter contains                            

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the  seasonally high sales volume and consists of sixteen weeks (seventeen weeks
in fiscal 1996) compared to twelve weeks  for each of the first three  quarters,
the  Company's fourth quarter represents a  disproportionate share of the annual
net sales  and  net  income.  For  fiscal 1997  and  1996,  the  fourth  quarter
represented  35.2% and  37.0%, respectively, of  annual net sales  and 41.8% and
40.3%, respectively, of net income.                                             

    The following table sets forth quarterly unaudited financial information for
fiscal 1997 and 1996:                                                           

                                                        [Enlarge/Download Table]

                                                                                                      SIXTEEN    
                                                                  TWELVE WEEKS ENDED                WEEKS ENDED  
                                                      -------------------------------------------  --------------
                                                       NOVEMBER 23,    FEBRUARY 15,     MAY 10,      AUGUST 30,  
                                                           1996            1997          1997           1997     
                                                      --------------  --------------  -----------  --------------
                                                               (IN THOUSANDS, EXCEPT FOR PER SHARE DATA)         
                                                                                                                 
Net sales............................................  $    569,145    $    538,012   $   637,895   $    946,388 
Gross profit.........................................       240,298         226,956       268,975        395,915 
Operating profit.....................................        61,898          49,217        76,775        133,461 
Income before income taxes...........................        60,725          47,107        74,103        130,573 
Net income...........................................        37,975          29,407        46,103         81,523 
Net income per share.................................          0.25            0.19          0.30           0.53 

                                                        [Enlarge/Download Table]

                                                                                                     SEVENTEEN   
                                                                                                    WEEKS ENDED  
                                                                                                   --------------
                                                       NOVEMBER 18,    FEBRUARY 10,     MAY 4,       AUGUST 31,  
                                                           1995            1996          1996           1996     
                                                      --------------  --------------  -----------  --------------
                                                                                                                 
Net sales............................................  $    463,029    $    425,838   $   524,175   $    829,591 
Gross profit.........................................       193,220         176,033       215,531        350,211 
Operating profit.....................................        55,397          43,424        60,432        109,681 
Income before income taxes...........................        55,397          43,424        59,705        108,439 
Net income...........................................        34,797          27,324        37,605         67,439 
Net income per share.................................          0.23            0.18          0.25           0.44 

FORWARD-LOOKING STATEMENTS                                                      

    Certain  statements  contained  in   this  Prospectus  are   forward-looking
statements. These statements discuss, among other things, expected growth, store
development  and expansion  strategy, business  strategies, future  revenues and
future  performance.  The  forward-looking  statements  are  subject  to  risks,
uncertainties   and  assumptions  including,  but  not  limited  to  competitive
pressures, demand for  the Company's products,  the market for  auto parts,  the
economy  in general,  inflation, consumer  debt levels  and the  weather. Actual
results may  materially  differ  from anticipated  results  described  in  these
forward-looking statements.                                                     

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BUSINESS

INTRODUCTION                                                                    

    AutoZone  is the nation's leading specialty retailer of automotive parts and
accessories, focusing primarily on D-I-Y customers. The Company began operations
in 1979 and, at August 30, 1997,  operated 1,728 stores in 32 states,  primarily
located  in the Sunbelt and Midwest regions  of the United States. Each AutoZone
store carries  an  extensive  product line,  including  new  and  remanufactured
automotive  hard parts, such as alternators,  starters, water pumps, brake shoes
and pads, carburetors,  clutches and  engines; maintenance items,  such as  oil,
antifreeze,  transmission, brake  and power  steering fluids,  engine additives,
protectants and waxes; and accessories, such as car stereos and floor mats.  The
Company  carries parts for domestic and foreign cars, vans and light trucks. The
Company also has a commercial sales program which provides commercial credit and
prompt delivery of parts and other products to local repair garages, dealers and
service stations. This program was offered  in 1,265 of the Company's stores  at
August 30, 1997. AutoZone does not perform automotive repairs or installations. 

    AutoZone  is dedicated to a marketing  and merchandising strategy to provide
customers with  superior  service, value  and  parts selection  at  conveniently
located,  well-designed  stores.  The  Company  has  implemented  this  strategy
primarily with knowledgeable and motivated store personnel trained to  emphasize
prompt  and courteous customer service, through an everyday low price policy and
by maintaining an  extensive product line  with an emphasis  on automotive  hard
parts. AutoZone's stores are generally situated in high-visibility locations and
provide   a  distinctive   merchandise  presentation  in   an  attractive  store
environment.                                                                    

At August 30, 1997, AutoZone had stores in the following 32 states:     

                                                                [Download Table]
                            
Alabama..........         77
Arizona..........         64
Arkansas.........         39
California.......          8
Colorado.........         32
Florida..........         82
Georgia..........         96
Illinois.........         56
Indiana..........         85
Iowa.............         10
Kansas...........         31
Kentucky.........         48
Louisiana........         70
Maryland.........          1
Michigan.........         27
Mississippi......         61
Missouri.........         72
Nevada...........          1
New Mexico.......         23
New York.........         11
North Carolina...         87
Ohio.............        166
Oklahoma.........         60
Pennsylvania.....         28
South Carolina...         49
Tennessee........        106
Texas............        264
Utah.............         19
Virginia.........         34
West Virginia....         13
Wisconsin........          5
Wyoming..........          3
                   ---------
Total............      1,728

MARKETING AND MERCHANDISING STRATEGY                                            

    AutoZone's marketing and merchandising strategy is to provide customers with
superior  service,   value  and   parts  selection   at  conveniently   located,
well-designed stores. Key elements of this strategy are as follows:             

CUSTOMER SERVICE                                                            

    The  Company  believes that  D-I-Y consumers  place  a significant  value on
customer service. As a  result, the Company emphasizes  customer service as  the
most  important element in its marketing and merchandising strategy. The Company
attempts to promote a corporate culture which "always puts customers first"  and
emphasizes  knowledgeable and courteous  service. To do  so, the Company employs
parts personnel  with  technical expertise  to  advise customers  regarding  the
correct  part type and application, utilizes a wide range of training methods to
educate and  motivate its  store personnel,  and provides  store personnel  with
significant  opportunities  for promotion  and incentive  compensation. Customer
service is enhanced by electronic parts  catalogs which assist in the  selection
of  parts;  free testing  of starters,  alternators,  batteries and  sensors and
actuators; and  liberal  return  and  warranty policies.  AutoZone  also  has  a
satellite  system  for all  its stores  which, among  other things,  enables the
Company to speed up credit card and check approval processes and locate parts at
neighboring                                                                     

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AutoZone stores. AutoZone stores  generally open at 8  a.m. and close between  8
and  10 p.m. (with some open to  midnight) Monday through Saturday and typically
open at 9 a.m. and close between 6 and 7 p.m. on Sunday.                        

    During fiscal 1997, the Company  discontinued the operations of the  Memphis
and  Houston call centers and  offered to transfer all  call center employees to
stores in  the  Memphis and  Houston  area.  The Company  anticipates  that  the
discontinuation  of the call center operations will result in ongoing savings to
the Company.                                                                    

    Alldata Corporation, a wholly owned subsidiary of AutoZone, has developed  a
database   system   that  provides   comprehensive  and   up-to-date  automotive
diagnostic, service  and repair  information which  it markets  to  professional
repair shops.                                                                   

PRODUCT SELECTION                                                           

    The  Company offers a wide selection  of automotive parts and other products
designed to cover  a broad  range of specific  vehicle applications.  AutoZone's
stores  generally carry between 17,000 and  20,000 stock keeping units ("SKUs").
Each AutoZone store carries the same  basic product line with some regional  and
local  differences based  on climate, demographics  and age and  type of vehicle
registration. The Company's  "flexogram" program enables  the Company to  tailor
its  hard parts  inventory to the  makes and  models of the  automobiles in each
store's trade area.  In addition  to brand name  products, the  Company sells  a
number  of products, including  batteries and engines,  under the "AutoZone" and
"Duralast" names and a selection  of automotive hard parts, including  starters,
alternators,  water pumps, brakes and filters  under its private label names. In
addition to products stocked in stores, the Company offers a range of  products,
consisting  principally  of automotive  hard  parts, through  its  Express Parts
program. The  Express  Parts  program provides  air-freight  delivery  of  lower
turnover products to AutoZone's stores.                                         

PRICING                                                                     

    The  Company employs an everyday  low price strategy and  attempts to be the
price leader  in hard  parts  categories. Management  believes that  its  prices
overall compare favorably to those of its competitors.                          

COMMERCIAL SALES PROGRAM                                                    

    The  Company's commercial sales program  provides credit and prompt delivery
of parts  and  other products  to  local  repair garages,  dealers  and  service
stations. At August 30, 1997, this program was offered in 1,265 of the Company's
stores.  Commercial customers  generally pay  the same  everyday low  prices for
parts and other products as paid by the Company's D-I-Y customers.              

STORE DESIGN AND VISUAL MERCHANDISING                                       

    AutoZone seeks  to  design and  build  stores  with a  high  visual  impact.
AutoZone  stores are  designed to have  an industrial "high  tech" appearance by
utilizing colorful exterior  signage, exposed beams  and ductwork, and  brightly
lighted  interiors. Merchandise  in stores is  attractively displayed, typically
utilizing diagonally placed gondolas for  maintenance and accessory products  as
well  as specialized shelving  for batteries and, in  many stores, oil products.
The Company employs a  uniform ("planogrammed") store  layout system to  promote
consistent  merchandise presentation in all of  its stores. In-store signage and
special displays are used extensively  to aid customers in locating  merchandise
and promoting products.                                                         

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STORE DEVELOPMENT AND EXPANSION STRATEGY                                        

    The  following table sets  forth the Company's  store development activities
during the past five fiscal years:                                              

                                                        [Enlarge/Download Table]

                                                                                      FISCAL YEAR                        
                                                               --------------------------------------------------------- 
                                                                  1993         1994        1995       1996       1997    
                                                               -----------  -----------  ---------  ---------  --------- 
                                                                                                                         
Beginning Stores..............................................        678          783         933      1,143      1,423 
New Stores....................................................        107          151         210        280        308 
Replaced Stores(1)............................................         20           20          29         31         17 
Closed Stores(1)..............................................        (22)         (21)        (29)       (31)       (20)
                                                                      ---          ---   ---------  ---------  --------- 
Ending Stores.................................................        783          933       1,143      1,423      1,728 
                                                                      ---          ---   ---------  ---------  --------- 
                                                                      ---          ---   ---------  ---------  --------- 

----------------                                                        

    (1) Replaced  stores  are  either relocations  or  conversions  of  existing
      smaller stores to larger formats. Closed stores include replaced stores.

    The  Company  opened 305  net  new stores  in  fiscal 1997,  representing an
increase in total square footage from fiscal 1996 of approximately 23%, and  had
52  stores under construction  at the end  of fiscal 1997.  The Company plans to
open approximately 350 stores in fiscal 1998, representing an increase in  total
store square footage of approximately 22% as compared with fiscal 1997.         

    The  Company  believes that  expansion opportunities  exist both  in markets
which it does  not currently  serve and  in markets in  which it  can achieve  a
larger presence. The Company attempts to obtain high visibility in sites in high
traffic  locations  and undertakes  substantial research  prior to  entering new
markets. Key  factors  in  selecting  new  site  and  market  locations  include
population,   demographics,  vehicle   profile  and   number  and   strength  of
competitors' stores. The Company  generally seeks to open  new stores within  or
contiguous  to existing market areas and  attempts to cluster development in new
urban markets in a relatively short period of time in order to achieve economies
of scale in advertising and distribution costs. The Company may also expand  its
operations  through  acquisitions of  existing  stores from  third  parties. The
Company regularly evaluates potential acquisition  candidates in new as well  as
existing market areas.                                                          

    AutoZone's  net sales  have grown significantly  in the  past several years,
increasing from $1,217 million in fiscal 1993 to $2,691 million in fiscal  1997.
The continued growth and financial performance of the Company will be dependent,
in  large part,  upon management's  ability to open  new stores  on a profitable
basis in existing  and new  markets and  also upon  its ability  to continue  to
increase  sales in existing stores.  There can be no  assurance that the Company
will continue  to be  able  to open  and  operate new  stores  on a  timely  and
profitable basis or will continue to attain increases in comparable store sales.

STORE OPERATIONS                                                                

STORE FORMATS                                                               

    Substantially  all of AutoZone's stores are  based on standard store formats
resulting in  generally consistent  appearance, merchandising  and product  mix.
Although  the smaller store formats  were generally used by  the Company for its
earlier stores, the Company has increasingly used larger format stores, starting
with its 8,100 square foot store introduced in 1987, its 6,600 square foot store
introduced                                                                      

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in 1991 and its 7,700 square foot store introduced in 1993. In fiscal 1998,  the
6,600 square foot and larger store formats are expected to account for more than
85%  of new and replacement stores. Total store  space as of August 30, 1997 was
as follows:                                                                     

                                                        [Enlarge/Download Table]

                                                                                          TOTAL STORE    
STORE FORMAT                                                       NUMBER OF STORES    SQUARE FOOTAGE(1) 
----------------------------------------------------------------  -------------------  ------------------
                                                                                                         
8,100 sq. ft....................................................             230              1,863,000  
7,700 sq. ft....................................................             415              3,195,500  
6,600 sq. ft....................................................             610              4,026,000  
5,400 sq. ft....................................................             453              2,446,200  
4,000 sq. ft....................................................              20                 80,000  
                                                                           -----       ------------------
    Total.......................................................           1,728             11,610,700  
                                                                           -----       ------------------
                                                                           -----       ------------------

----------------                                                        

    (1) Total store  square footage  is based  on the  Company's standard  store
       formats, including normal selling, office, stockroom and receiving space,
but excluding excess space not utilized in a store's operations.  

    Approximately  85%  to  90%  of  each  store  is  selling  space,  of  which
approximately 30% to 40% is dedicated  to automotive parts inventory. The  parts
inventory  area is fronted by a counter staffed by knowledgeable parts personnel
and equipped with proprietary electronic  parts catalogs. The remaining  selling
space  contains gondolas for  accessories, maintenance items,  including oil and
air filters, additives  and waxes,  and other parts  together with  specifically
designed shelving for batteries and, in many stores, oil products.              

    Approximately  three quarters of the Company's stores are freestanding, with
the balance  principally located  within  strip shopping  centers.  Freestanding
large  format stores typically have parking for approximately 45 to 50 cars on a
lot of approximately 3/4 to one acre. The Company's 5,400 and 4,000 square  foot
stores  typically have parking for  approximately 25 to 40  cars and are usually
located on a lot of approximately 1/2 to 3/4 acre.                              

STORE PERSONNEL AND TRAINING                                                

    While subject  to fluctuation  based on  seasonal volumes  and actual  store
sales,  the 4,000, 5,400 and  6,600 square foot stores  typically employ 8 to 20
persons, including a  manager and an  assistant manager, and  the larger  stores
typically  employ 9  to 21 persons.  The Company generally  hires personnel with
prior automotive experience. Although the Company relies primarily on on-the-job
training, it also provides formal training programs, which include regular store
meetings on specific sales and product issues, standardized training manuals and
a  specialist  program   under  which   store  personnel   can  obtain   Company
certification  in  one  of several  areas  of technical  expertise.  The Company
supplements training with frequent store visits by management.                  

    The Company  provides  financial incentives  to  store managers  through  an
incentive  compensation program and through participation in the Company's stock
option plan. In addition, AutoZone's  growth has provided opportunities for  the
promotion of qualified employees. Management believes these opportunities are an
important  factor in AutoZone's ability to  attract, motivate and retain quality
personnel.                                                                      

    The Company supervises store operations primarily through approximately  286
area advisors who report to one of 33 district managers, who, in turn, report to
one   of  seven   regional  managers,  as   of  August   30,  1997.  Purchasing,
merchandising, advertising,  accounting,  cash  management,  store  development,
systems technology and support and other store support functions are centralized
in  the  Company's  store  support center  in  Memphis,  Tennessee.  The Company
believes that such centralization enhances consistent execution of the Company's
merchandising and marketing strategy at the store level.                        

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STORE AUTOMATION                                                            

    In order to  assist store personnel  in providing a  high level of  customer
service,  all  stores have  proprietary electronic  parts catalogs  that provide
parts information  based on  the make,  model  and year  of an  automobile.  The
catalog  display screens are placed on the  hard parts inventory counter so that
both employees and  customers can view  the screen. In  addition, the  Company's
satellite  system enables the Company to speed up credit card and check approval
processes and locate parts at neighboring AutoZone stores.                      

    All stores utilize the Company's computerized Store Management System, which
includes  optical  character  recognition,   scanning  and  point-of-sale   data
collection   terminals.  The  Store   Management  System  provides  productivity
benefits, including  lower administrative  requirements and  improved  personnel
scheduling at the store level, as well as enhanced merchandising information and
improved  inventory control.  The Company  believes the  Store Management System
also enhances customer  service through  faster processing  of transactions  and
simplified warranty and product return procedures.                              

PURCHASING AND DISTRIBUTION                                                     

    Merchandise  is selected and purchased for all stores at the Company's store
support center in Memphis. No one class  of product accounts for as much as  10%
of  the Company's  total sales. In  fiscal 1997, the  Company purchased products
from approximately 300 suppliers and no single supplier accounted for more  than
7%  of  the Company's  total purchases.  During fiscal  1997, the  Company's ten
largest suppliers accounted  for approximately 33%  of the Company's  purchases.
The   Company  generally  has  few  long-term  contracts  for  the  purchase  of
merchandise. Management believes  that AutoZone's  relationships with  suppliers
are  excellent.  Management also  believes  that alternative  sources  of supply
exist, at similar cost, for substantially all types of product sold.            

    Substantially all of the Company's merchandise is shipped by vendors to  the
Company's  distribution  centers. Orders  are typically  placed  by stores  on a
weekly basis with orders  shipped from the warehouse  in trucks operated by  the
Company on the following day.                                                   

COMPETITION                                                                     

    The  Company  competes  principally in  the  D-I-Y and,  more  recently, the
commercial automotive aftermarket.  Although the number  of competitors and  the
level  of competition experienced by AutoZone's  stores vary by market area, the
automotive aftermarket is highly fragmented and generally very competitive.  The
Company believes that the largest share of the automotive aftermarket is held by
independently  owned jobber stores which, while principally selling to wholesale
accounts, have significant  D-I-Y sales.  The Company also  competes with  other
automotive  specialty retailing chains and,  in certain product categories, such
as oil and filters, with discount and general merchandise stores. The  principal
competitive  factors  which affect  the Company's  business are  store location,
customer service,  product  selection  and quality  and  price.  While  AutoZone
believes  that it competes effectively in  its various geographic areas, certain
of its competitors have substantial resources  or have been operating longer  in
particular geographic areas.                                                    

TRADEMARKS                                                                      

    The  Company  has registered  several service  marks  and trademarks  in the
United States Patent and Trademark office, including its service mark "AutoZone"
and  its  trademarks   "AutoZone",  "Duralast",   "Valucraft",  "Ultra   Spark",
"Deutsch",  "Albany"  and "Alldata".  The Company  believes that  the "AutoZone"
service  mark  and  trademarks  have  become  an  important  component  in   its
merchandising and marketing strategy.                                           

EMPLOYEES                                                                       

    As  of August 30,  1997, the Company  employed approximately 28,700 persons,
approximately 20,000 of whom were  employed full-time. Approximately 86% of  the
Company's  employees were  employed in  stores or  in direct  field supervision,
approximately 7% in distribution centers  and approximately 7% in store  support
functions.                                                                      

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    The Company's employees currently are not members of any unions. The Company
has  never experienced any  material labor disruption.  Management believes that
its labor relations are generally good.                                         

PROPERTIES                                                                      

    The following  table sets  forth certain  information concerning  AutoZone's
principal properties:                                                           

                                                        [Enlarge/Download Table]

                                                                   SQUARE     NATURE OF 
     LOCATION                        PRIMARY USE                   FOOTAGE    OCCUPANCY 
-------------------  -------------------------------------------  ---------  -----------
                                                                                        
Memphis, TN          Store Support Center                           360,000     Owned   
Lavonia, GA          Distribution Center                            421,700     Owned   
Lexington, TN        Distribution Center                            341,000     Owned   
Danville, IL         Distribution Center                            304,500     Owned   
Memphis, TN          Express Parts and Fixture Warehouse            233,100    Leased   
Lafayette, LA        Distribution Center                            464,000     Owned   
San Antonio, TX      Distribution Center                            217,000     Owned   
Phoenix, AZ          Distribution Center                            212,000     Owned   
Zanesville, OH       Distribution Center                            550,000     Owned   

    The  lease of the Express Parts and  Fixture warehouse in Memphis expires in
March 2000. The Company also rents additional warehouse space, various  district
offices  and training and other office facilities  which are not material in the
aggregate.                                                                      

    At August 30,  1997, the Company  leased 595  and owned 1,133  of its  1,728
store  properties. Original  lease terms generally  range from five  to 20 years
with renewal options. Leases on 361  stores that are currently operating  expire
prior  to the end of fiscal 2002; however,  leases on 334 of such stores contain
renewal options.                                                                

LEGAL PROCEEDINGS                                                               

    The Company  was a  defendant in  a purported  class action  entitled  "Jack
Elliot  and  Greg  Dobson, on  behalf  of  themselves and  all  others similarly
situated, vs. AutoZone, Inc. and AutoZone Stores, Inc." filed on or about May 9,
1997, in the Circuit Court for Roane County, Tennessee. AutoZone Stores, Inc. is
a wholly owned subsidiary of AutoZone. In their complaint, which was similar  to
class  action complaints  filed against  several other  retailers of aftermarket
automotive batteries, the plaintiffs alleged that the Company sold "old," "used"
or "out of warranty" automotive batteries to customers as if the batteries  were
new,  and purported to  state causes of  action for unfair  or deceptive acts or
practices, breaches of  contract, breaches of  the duty of  good faith and  fair
dealing, intentional misrepresentation, fraudulent concealment, civil conspiracy
and  unjust enrichment. The plaintiffs were  seeking an accounting of all moneys
wrongfully received by the Company,  compensatory and punitive damages, as  well
as plaintiffs' costs. On September 4, 1997, on the plaintiffs' motion, the court
dismissed the case without prejudice.                                           

    The  Company is  a defendant  in a purported  class action  entitled "Joe C.
Proffitt, Jr.,  on behalf  of himself  and all  others similarly  situated,  vs.
AutoZone,  Inc.,  and AutoZone  Stores, Inc.,"  filed in  the Circuit  Court for
Jefferson County,  Tennessee, on  or  about October  17,  1997. Along  with  the
complaint,  the plaintiff filed  a motion to  conditionally certify a multistate
class. In the complaint, which is similar  to the class action complaint in  the
action  "Elliott v. AutoZone, Inc." described  above (and with substantially the
same lawyers representing the plaintiff), and  is similar to other class  action
complaints  filed  against  several other  retailers  of  aftermarket automotive
batteries, the plaintiff alleged that the Company sold "old," "used" or "out  of
warranty"  automotive batteries to  customers as if the  batteries were new, and
purports to state causes  of action for unfair  or deceptive acts or  practices,
breach  of contract, breach of duty of  good faith and fair dealing, intentional
misrepresentation,  fraudulent   concealment,  civil   conspiracy,  and   unjust
enrichment.  The plaintiffs are  seeking an accounting  of all moneys wrongfully
received  by  the  Company,  compensatory  and  punitive  damages,  as  well  as
plaintiffs' costs. The Company believes the claims are without merit and intends
to vigorously defend this action.                                               

    The  Company is also a  party to various claims  and lawsuits arising in the
ordinary course of business. The Company  does not believe that such claims  and
lawsuits,  individually or in the aggregate, will have a material adverse effect
on its results of operations or financial condition.                            

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MANAGEMENT

    The  following table lists  AutoZone's executive officers as  of the date of
this Prospectus.  The  title  of  each  executive  officer  includes  the  words
"Customer Satisfaction" which reflects AutoZone's commitment to customer service
as part of its marketing and merchandising strategy. Officers are elected by and
serve at the discretion of the Board of Directors.                              

                                                        [Enlarge/Download Table]

                   NAME                     AGE                                POSITION                           
------------------------------------------  ---     --------------------------------------------------------------
                                                                                                                  
Johnston C. Adams, Jr. ...................      49  Chairman and Chief Executive Officer                          
                                                    Customer Satisfaction                                         
Timothy D. Vargo..........................      46  President and Chief Operating Officer                         
                                                    Customer Satisfaction                                         
Lawrence E. Evans.........................      53  Executive Vice President-Development                          
                                                    Customer Satisfaction                                         
Robert J. Hunt............................      48  Executive Vice President-Finance                              
                                                    and Chief Financial Officer                                   
                                                    Customer Satisfaction                                         
Shawn P. McGhee...........................      34  Executive Vice President-Merchandising                        
                                                    Customer Satisfaction                                         
Gerald E. Colley..........................      45  Senior Vice President-Stores                                  
                                                    Customer Satisfaction                                         
Harry L. Goldsmith........................      46  Senior Vice President, Secretary                              
                                                    and General Counsel                                           
                                                    Customer Satisfaction                                         
Anthony Dean Rose, Jr. ...................      37  Senior Vice President-Advertising                             
                                                    Customer Satisfaction                                         
Stephen W. Valentine......................      35  Senior Vice President-Systems Technology and Support and Chief
                                                    Information Officer                                           
                                                    Customer Satisfaction                                         
David J. Wilhite..........................      35  Senior Vice President-Merchandising                           
                                                    Customer Satisfaction                                         
Michael E. Butterick......................      46  Vice President-Controller                                     
                                                    Customer Satisfaction                                         
Andrew M. Clarkson........................      60  Chairman, Finance Committee                                   
                                                    Customer Satisfaction                                         

    The Company's Board of Directors consists of Mr. Adams, Mr. Vargo, Mr. Hunt,
Mr.  Clarkson,  N. Gerry  House,  J.R. Hyde  III,  James F.  Keegan,  Michael W.
Michelson, John  E.  Moll,  George  R. Roberts  and  Ronald  A.  Terry.  Messrs.
Michelson  and Roberts are  general partners of KKR.  See "Principal and Selling
Stockholders."                                                                  

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PRINCIPAL AND SELLING STOCKHOLDERS

    The following table sets forth certain information regarding the  beneficial
ownership  of AutoZone's outstanding Common Stock as of October 10, 1997, and as
adjusted to reflect the sale of 10,166,000 shares by the Selling Stockholders in
the offerings (assuming exercise in full of the over-allotment options), by  (i)
any  person or group that has reported to  the Company that such person or group
is the beneficial owner of more than five percent of the Company's Common  Stock
(including  the  Selling  Stockholders)  and (ii)  all  directors  and executive
officers of AutoZone as a group (including Mr. Hyde). Except as indicated by the
notes to the following  table, the holders listed  below have sole voting  power
and  investment  power  over  the  shares  beneficially  held  by  them  and the
beneficial ownership is direct.                                                 

                                                        [Enlarge/Download Table]

                                                        BENEFICIAL OWNERSHIP                                            
                                                                AS OF                            BENEFICIAL OWNERSHIP   
                                                         OCTOBER 10, 1997(1)        SHARES         AFTER OFFERING(1)    
                                                      -------------------------     BEING      -------------------------
NAME OF BENEFICIAL OWNER                                 SHARES       PERCENT      OFFERED        SHARES       PERCENT  
----------------------------------------------------  ------------  -----------  ------------  ------------  -----------
                                                                                                                        
KKR Associates, L.P.(2).............................    19,908,488        13.1%     8,169,458    11,739,030         7.8%
J.R. Hyde, III(3)...................................    12,319,846         8.1%     1,996,542    10,323,304         6.8%
The Equitable Companies, Inc.(4)....................    13,224,725         8.7%       --         13,224,725         8.7%
FMR Corp.(5)........................................     9,023,490         6.0%       --          9,023,490         6.0%
Michael W. Michelson(2).............................    19,908,488        13.1%     8,169,458    11,739,030         7.8%
George R. Roberts(2)................................    19,908,488        13.1%     8,169,458    11,739,030         7.8%
All directors and executive officers as a group                                                                         
  including Mr. Hyde (19 persons)(6)................    13,927,837         9.2%     1,996,542    11,931,295         7.9%

-------------                                                                   

(1) For purposes of this table, "beneficial ownership" includes any shares which
    such person has the right to acquire within 60 days of October 10, 1997. For
    purposes of  computing the  percentage of  outstanding shares  held by  each
    person  or group of persons named above  on a given date, any security which
    such person or persons has  the right to acquire  within 60 days after  such
    date  is deemed to  be outstanding, but  is not deemed  to be outstanding in
computing the percentage ownership of any other person.                 

(2)  Includes  (i)  10,227,594  shares  (6.8%)  owned  of  record  by  the   KKR
    Partnerships,  of which KKR Associates is the sole general partner and as to
    which it  possesses sole  voting and  investment power,  and (ii)  9,680,894
    shares  (6.3%)  owned  by KKR  Associates.  Two of  the  Company's directors
    (Messrs. Michelson and Roberts), as well as Edward A. Gilhuly, Perry Golkin,
    James H.  Greene,  Jr., Henry  R.  Kravis,  Robert I.  MacDonnell,  Paul  E.
    Raether,  Clifton S.  Robbins, Scott  M. Stuart  and Michael  T. Tokarz, are
    general partners  of  KKR  Associates, a  limited  partnership.  As  general
    partners  of KKR Associates, such persons  may be deemed to share beneficial
    ownership of  the shares  of  Common Stock  owned  by KKR  Associates.  Such
    persons  disclaim beneficial ownership of such shares (except for the shares
    allocated to  the account  of any  general partner).  Messrs. Michelson  and
    Roberts,  as general partners of KKR  Associates, have 434,372 and 2,576,511
    shares, respectively,  allocated  to  the  accounts  of  such  persons,  and
    accordingly,  beneficially own  such allocated  shares. Not  included in the
    number of shares  listed are  120,000 shares  held in  an irrevocable  trust
    created by Mr. Roberts for the benefit of Mr. Roberts' children with respect
    to  which  Messrs.  Kravis and  Michelson  serve as  trustees  (the "Roberts
    Trust"), 120,000 shares held in an  irrevocable trust created by Mr.  Kravis
    for  the benefit  of his  children with  respect to  which Mr.  Kravis' wife
    serves as trustee, 120,000  shares held in an  irrevocable trust created  by
    Mr.  MacDonnell for the benefit of Mr. MacDonnell's children with respect to
    which Mr. Roberts serves as trustee (the "MacDonnell Trust"), 140,000 shares
    held in trust  for the family  of Mr.  Raether and for  which Mr.  Raether's
    spouse acts as co-trustee, 20,000 shares held in trust for the family of Mr.
    Gilhuly  and for which Mr. Gilhuly acts as co-trustee, 2,000 shares owned by
    Mr. Golkin,  40,000 shares  owned jointly  by Mr.  Greene and  his wife  and
    40,000  shares owned by  Mr. Tokarz. Messrs.  Michelson and Roberts disclaim
    beneficial ownership  of the  shares  held in  the  Roberts Trust,  and  Mr.
    Roberts  also  disclaims  beneficial ownership  of  the shares  held  in the
    MacDonnell Trust. The address of KKR  Associates is 9 West 57th Street,  New
York, New York 10019.                                                   

(3)  Includes 570,000 shares  which are held in  trusts for which  Mr. Hyde is a
    trustee, and 885,000 shares  held by a charitable  foundation for which  Mr.
    Hyde is an officer and a director and over which he shares investment power.
    Does not include 2,000 shares owned by Mr. Hyde's spouse. The address of Mr.
Hyde is 123 South Front Street, Memphis, Tennessee 38103.               

(4)  All information  regarding The  Equitable Companies,  Inc. ("Equitable") is
    based upon  the Schedule  13G  dated February  14,  1997, filed  jointly  by
    Equitable,  on behalf of itself and its subsidiaries; AXA which beneficially
    owns a majority  interest in Equitable,  and the Mutuelles  AXA, as a  group
    which  beneficially own a majority  interest in AXA. The  shares are held by
    Equitable, AXA  or Mutuelles  AXA either  directly or  through one  or  more
direct or                                                               

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    indirect  subsidiaries or affiliates, and of which Equitable, AXA, Mutuelles
    AXA or their subsidiaries or affiliates will be deemed to have sole power to
    vote or to direct the vote for  12,820,225 shares, deemed to share power  to
    vote  or to direct the vote for 320,100 shares, deemed to have sole power to
    dispose or to  direct the  disposition of  13,125,425 shares  and deemed  to
    share  power to dispose  or to direct  the disposition of  9,300 shares. The
address of Equitable is 787 Seventh Avenue, New York, New York 10019.   

(5) All information  regarding FMR Corp.  is based upon  the Schedule 13G  dated
    February  14,  1997,  which  is  filed  on  behalf  of  FMR  Corp.  and  its
    subsidiaries and affiliates. FMR Corp. has the sole power to vote or  direct
    the  vote for  601,040 shares  and sole  power to  dispose or  to direct the
    disposition of 9,023,490 shares. The address  of FMR Corp. is 82  Devonshire
Street, Boston, Massachusetts 02109.                                    

(6)  Other than  as set forth  in relation  to KKR Associates  and excluding any
shares allocated to Messrs. Michelson and Roberts.                      

    The KKR  Partnerships are  Pittco Associates,  L.P., Pittco  Associates  II,
L.P.,  and KKR  Partners II,  L.P. Each  of the  KKR Partnerships  is a Delaware
limited partnership, the  general partner of  which is KKR  Associates. The  KKR
Partnerships  own of record  an aggregate of 10,227,594  shares of Common Stock,
representing approximately 6.8% of the outstanding Common Stock. These shares of
Common Stock consist of the  8,169,458 shares offered hereby (including  803,606
shares  offered  in the  over-allotment option)  and approximately  2,058,136 of
additional shares of Common Stock which are to be distributed to KKR Associates,
as discussed below. In addition to the shares held by the KKR Partnerships,  KKR
Associates  owns  of  record  9,680,894  shares  of  Common  Stock, representing
approximately 6.3% of the outstanding Common Stock.                             

    The term of Pittco Associates, L.P.  and Pittco Associates II, L.P.  expired
on  December 31, 1996  in accordance with  the terms of  the Limited Partnership
Agreements. The terminated KKR  Partnerships continue to be  in existence for  a
winding-up  period after such  date. The Limited  Partnership Agreements provide
that, in connection with the dissolution and winding up of the KKR Partnerships,
KKR Associates has the sole discretion  regarding the disposition of the  Common
Stock  owned by the KKR Partnerships, including  public or private sales of such
Common Stock, the distribution of such  Common Stock to the limited partners  of
the KKR Partnerships or a combination of the foregoing. In addition, pursuant to
the  Limited Partnership Agreements, the KKR Partnerships will distribute to KKR
Associates for its own account, concurrently  with any sales of shares owned  by
the  Selling Stockholders, cash and/or shares of Common Stock that together have
a fair market  value equal  to approximately 20%  of the  profits realized  with
respect  to the shares sold and distributed.  After giving effect to the sale of
all of  the  shares  offered  hereby,  the  assumed  exercise  in  full  of  the
over-allotment  options  and the  distribution of  shares  to KKR  Associates in
connection therewith, the  KKR Partnerships will  not own any  shares of  Common
Stock,  and KKR  Associates will own  approximately 11,739,030  shares of Common
Stock, representing  approximately  7.8% of  the  outstanding shares  of  Common
Stock.  Messrs. Michelson and  Roberts will have allocated  to their accounts as
general partners of KKR Associates  approximately 516,697 and 3,064,845  shares,
respectively, of such 11,739,030 shares owned by KKR Associates.                

    After  the offerings  and assuming  exercise in  full of  the over-allotment
options, Mr. Hyde will own approximately 6.8% of the outstanding Common Stock.  

    The Company,  the  Selling  Stockholders and  KKR  Associates  have  agreed,
subject  to certain exceptions, not to sell or otherwise dispose of, directly or
indirectly, any shares of capital stock of the Company, except for the shares to
be sold in the offerings, for a period of at least 60 days from the date of this
Prospectus without the prior  written consent of the  U.S. Underwriters and  the
International Managers.                                                         

    No  prediction can be  made as to the  effect, if any,  that future sales of
shares, or the availability of shares for future sales, will have on the  market
price  of the Common  Stock prevailing from  time to time.  Sales of substantial
amounts of Common  Stock (including  shares issued  upon the  exercise of  stock
options),  or the perception that such sales could occur, could adversely affect
prevailing market prices for the Common Stock.                                  

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DESCRIPTION OF CAPITAL STOCK

GENERAL                                                                         

    AutoZone is incorporated in the State of Nevada and pursuant to its Articles
of  Incorporation, as amended (the "Articles"),  the authorized capital stock of
AutoZone consists of  200,000,000 shares  of Common  Stock, par  value $.01  per
share, and 1,000,000 shares of Preferred Stock, par value $.01 per share. At the
close  of business  on October  10, 1997,  AutoZone had  outstanding 151,446,220
shares of Common Stock. There are no outstanding shares of Preferred Stock.  All
outstanding shares of Common Stock are fully paid and nonassessable.            

COMMON STOCK                                                                    

    Each  holder of Common Stock is entitled to one vote for each share owned of
record on matters voted  upon by stockholders, and  a majority vote is  required
for  all action  to be  taken by stockholders,  except that,  subject to certain
limited exceptions, under Nevada law any director may be removed from office  by
the  vote of  stockholders representing not  less than two-thirds  of the voting
power of the issued and outstanding Common Stock. In the event of a liquidation,
dissolution or winding-up of AutoZone, the holders of Common Stock are  entitled
to  share equally and ratably in the assets of AutoZone, if any, remaining after
the payment  of  all debts  and  liabilities  of AutoZone  and  the  liquidation
preference  of  any  outstanding  preferred  stock.  The  Common  Stock  has  no
preemptive rights, no cumulative voting  rights and no redemption, sinking  fund
or conversion provisions.                                                       

    Holders  of Common Stock are entitled to  receive dividends if, as, and when
declared by the  Board of  Directors out  of funds  legally available  therefor,
subject  to the dividend and liquidation rights  of any preferred stock that may
be issued and  subject to  any dividend restrictions  that may  be contained  in
future   credit  facilities.  No  dividend   or  other  distribution  (including
redemptions or repurchases  of shares  of capital stock)  may be  made if  after
giving  effect to such distribution, AutoZone would not be able to pay its debts
as they become due in the usual  course of business, or AutoZone's total  assets
would  be less than the sum of its  total liabilities plus the amount that would
be needed, if  AutoZone were  to be  dissolved at  the time  of distribution  to
satisfy   the  preferential  rights  upon   dissolution  of  stockholders  whose
preferential rights are superior to  those receiving the distribution.  AutoZone
does  not  currently intend  to pay  dividends  on shares  of Common  Stock. See
"Dividend Policy."                                                              

    The  Nevada  Revised  Statutes  Chapter  78  (the  "Nevada  Code")  contains
provisions restricting the ability of a Nevada corporation to engage in business
combinations with an interested stockholder. Under the Nevada Code, except under
certain  circumstances, business  combinations with  interested stockholders are
not permitted for a  period of three years  following the date such  stockholder
becomes  an  interested  stockholder.  The  Nevada  Code  defines  an interested
stockholder, generally, as  a person who  is the beneficial  owner, directly  or
indirectly,  of  10%  of the  outstanding  shares  of a  Nevada  corporation. In
addition, the Nevada Code generally disallows the exercise of voting rights with
respect to "control shares"  of an "issuing corporation"  held by an  "acquiring
person,"  unless such  voting rights  are conferred  by a  majority vote  of the
disinterested stockholders. "Control shares" are those outstanding voting shares
of an issuing corporation which an acquiring person and those persons acting  in
association  with an  acquiring person  (i) acquire  or offer  to acquire  in an
acquisition of  a  controlling interest  and  (ii) acquire  within  ninety  days
immediately  preceding the  date when the  acquiring person  became an acquiring
person. An "issuing corporation" is a corporation organized in Nevada which  has
two  hundred or more stockholders, at least one hundred of whom are stockholders
of record and residents of Nevada, and which does business in Nevada directly or
through an affiliated  corporation. The  Nevada Code also  permits directors  to
resist  a  change or  potential  change in  control  of the  corporation  if the
directors determine that the change or potential change is opposed to or not  in
the best interest of the corporation. As a result, AutoZone's Board of Directors
may  have considerable discretion  in considering and  responding to unsolicited
offers to purchase a controlling interest in AutoZone.                          

The Common Stock is listed on the New York Stock Exchange.              

    The transfer agent and registrar for the Common Stock is First Chicago Trust
Company of New York.                                                            

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PREFERRED STOCK                                                                 

    The  Board  of  Directors  of   AutoZone  is  authorized,  without   further
stockholder  action, to  divide any  or all  shares of  the authorized Preferred
Stock into series and  to fix and determine  the designations, preferences,  and
relative,  participating, optional or other  special rights, and qualifications,
limitations or restrictions  thereon, of  any series  so established,  including
voting  powers, dividend rights, liquidation  preferences, redemption rights and
conversion privileges. As of the date of this Prospectus, the Board of Directors
has not  authorized  any series  of  Preferred Stock  and  there are  no  plans,
agreements, or understandings for the issuance of any shares of Preferred Stock.

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CERTAIN UNITED STATES TAX CONSEQUENCES
TO NON-UNITED STATES HOLDERS

GENERAL                                                                         

    The  following  is a  general discussion  of  certain United  States federal
income and estate tax  consequences of the ownership  and disposition of  Common
Stock  by a holder who is not a  United States person (a "Non-U.S. Holder"). For
purposes of this discussion, the term "Non-U.S. Holder" is defined as any person
or entity  who is,  for United  States federal  income tax  purposes, a  foreign
corporation,  a  non-resident alien  individual, a  non-resident fiduciary  of a
foreign estate or trust, or a foreign partnership one or more of the members  of
which  is, for United States federal income tax purposes, a foreign corporation,
a non-resident alien individual or a non-resident fiduciary of a foreign  estate
or  trust. This discussion does not address all aspects of United States federal
income and  estate  taxes  and does  not  deal  with foreign,  state  and  local
consequences  that may be  relevant to such  Non-U.S. Holders in  light of their
personal  circumstances.  Furthermore,  this  discussion  is  based  on  current
provisions  of  the Internal  Revenue  Code of  1986,  as amended  (the "Code"),
existing and proposed regulations promulgated thereunder and administrative  and
judicial  interpretations  thereof, all  of which  are  subject to  change. EACH
PROSPECTIVE PURCHASER OF COMMON STOCK IS  ADVISED TO CONSULT A TAX ADVISOR  WITH
RESPECT  TO CURRENT AND  POSSIBLE FUTURE TAX  CONSEQUENCES OF ACQUIRING, HOLDING
AND DISPOSING OF COMMON  STOCK AS WELL  AS ANY TAX  CONSEQUENCES THAT MAY  ARISE
UNDER THE LAWS OF ANY UNITED STATES STATE, LOCAL OR OTHER TAXING JURISDICTION.  

    An individual may, subject to certain exceptions, be deemed to be a resident
alien  (as opposed to  a non-resident alien)  by virtue of  being present in the
United States on at least 31 days in  the calendar year and for an aggregate  of
at least 183 days during a three-year period ending in the current calendar year
(counting  for  such purposes  all  of the  days  present in  the  current year,
one-third of the days present in  the immediately preceding year, and  one-sixth
of  the days present in the second  preceding year). Resident aliens are subject
to United  States  federal  tax as  if  they  were United  States  citizens  and
residents.                                                                      

DIVIDENDS                                                                       

    The  Company does not currently intend to  pay dividends on shares of Common
Stock. See "Dividend Policy." In the event that dividends are paid on shares  of
Common  Stock,  except as  described below,  such dividends  paid to  a Non-U.S.
Holder of Common Stock will be  subject to withholding of United States  federal
income tax at a 30% rate or such lower rate as may be specified by an applicable
income  tax  treaty, unless  the dividends  are  effectively connected  with the
conduct of a trade or business of the Non-U.S. Holder within the United  States.
If the dividend is effectively connected with the conduct of a trade or business
of the Non-U.S. Holder within the United States and, where a tax treaty applies,
are  attributable to  a United  States permanent  establishment of  the Non-U.S.
Holder, the dividend would be subject to  United States federal income tax on  a
net income basis at applicable graduated individual or corporate rates and would
be  exempt from  the 30% withholding  tax described above.  Any such effectively
connected dividends  received  by  a  foreign  corporation  may,  under  certain
circumstances, be subject to an additional "branch profits tax" at a 30% rate or
such lower rate as may be specified by an applicable income tax treaty.         

    Dividends  paid to an address  outside the United States  are presumed to be
paid to a resident of such country (unless the payor has actual knowledge to the
contrary) for purposes  of the  withholding discussed above,  and, under  United
States  Treasury regulations, for purposes of determining the applicability of a
tax treaty  rate.  Under  recently  promulgated  final  United  States  Treasury
regulations,  which are generally effective with  respect to payments made after
December 31, 1998, a  Non-U.S. Holder of  Common Stock who  wishes to claim  the
benefit  of an applicable treaty rate (and avoid backup withholding as discussed
below)  will  be  required  to   satisfy  applicable  certification  and   other
requirements  which  will  include filing  a  Form W-8  containing  the Non-U.S.
Holder's name, address and a certification that such Holder is eligible for  the
benefits  of  such treaty  under its  Limitations  on Benefits  Article. Certain
certification and disclosure requirements must be  complied with in order to  be
exempt  from  withholding  under  the  effectively  connected  income  exemption
discussed above.                                                                

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    A Non-U.S. Holder of  Common Stock that  is eligible for  a reduced rate  of
United  States withholding tax pursuant  to a tax treaty  may obtain a refund of
any excess amounts withheld by filing  an appropriate claim for refund with  the
United States Internal Revenue Service (the "Service").                         

GAIN ON DISPOSITION OF COMMON STOCK                                             

    A  Non-U.S. Holder  generally will not  be subject to  United States federal
income or withholding tax on any gain realized on a sale or other disposition of
a share of Common Stock unless (i) subject to the exception discussed below, the
Company is or has  been a "United States  real property holding corporation"  (a
"USRPHC") within the meaning of Section 897(c)(2) of the Code at any time within
the  shorter of the five-year period preceding such disposition or such Non-U.S.
Holder's holding  period  (the "Required  Holding  Period"), (ii)  the  gain  is
effectively  connected with the conduct of a trade or business within the United
States of the Non-U.S. Holder  and, if a tax  treaty applies, attributable to  a
United  States permanent establishment maintained  by the Non-U.S. Holder, (iii)
the Non-U.S. Holder is an  individual who holds the share  of Common Stock as  a
capital  asset and is present in  the United States for 183  days or more in the
taxable year of the disposition and either (a) such individual has a "tax  home"
(as  defined for United States federal income tax purposes) in the United States
or (b) the gain is  attributable to an office or  other fixed place of  business
maintained  in the United States by such individual, or (iv) the Non-U.S. Holder
is subject to tax pursuant to  the Code provisions applicable to certain  United
States expatriates. If an individual Non-U.S. Holder falls under clauses (ii) or
(iv) above, he or she will be taxed on his or her net gain derived from the sale
under regular United States federal income tax rates. If the individual Non-U.S.
Holder  falls under clauses (iii) above, he or she will be subject to a flat 30%
tax on the  gain derived  from the  sale which may  be offset  by United  States
source capital losses (notwithstanding the fact that he or she is not considered
a  resident  of the  United  States). If  a Non-U.S.  Holder  that is  a foreign
corporation falls under clause (ii)  above, it will be  taxed on its gain  under
regular  graduated United States federal income tax rates and, in addition, will
under certain circumstances be subject to the branch profits tax equal to 30% of
its "effectively connected earnings and profits" within the meaning of the  Code
for  the taxable year, as adjusted for  certain items, unless it qualifies for a
lower rate under an applicable income tax treaty.                               

    A corporation is generally a USRPHC if  the fair market value of its  United
States  real property  interests equals or  exceeds 50%  of the sum  of the fair
market value of its worldwide real property interests plus its other assets used
or held for use in a trade or  business. While not free from doubt, the  Company
believes  that  it  is currently  a  USRPHC;  however, a  Non-U.S.  Holder would
generally not be subject to tax or  withholding in respect of such tax, on  gain
from  a sale  or other disposition  of Common  Stock by reason  of the Company's
USRPHC status  if  the  Common  Stock is  regularly  traded  on  an  established
securities  market ("regularly traded")  during the calendar  year in which such
sale or disposition occurs provided that  such holder does not own, actually  or
constructively,  Common Stock with  a fair market  value in excess  of 5% of the
fair market  value  of all  Common  Stock outstanding  at  any time  during  the
Required  Holding Period.  The Company  believes that  the Common  Stock will be
treated as regularly traded.                                                    

    If the Company is or has been  a USRPHC within the Required Holding  Period,
and if a Non-U.S. Holder owns in excess of 5% of the fair market value of Common
Stock  (as described in the preceding paragraph), such Non-U.S. Holder of Common
Stock will be subject to United  States federal income tax at regular  graduated
rates  under certain rules ("FIRPTA tax") on  gain recognized on a sale or other
disposition of such  Common Stock.  In addition, if  the Common  Stock were  not
treated  as regularly traded and the Company does not provide certification that
it is not  (and has  not been  during a specified  period) a  USRPHC for  United
States  federal income  tax purposes, a  Non-U.S. Holder (without  regard to its
ownership percentage) is subject  to withholding in respect  of FIRPTA tax at  a
rate  of 10%  of the amount  realized on a  sale or other  disposition of Common
Stock and  will be  further  subject to  FIRPTA tax  in  excess of  the  amounts
withheld.  Any amount withheld  pursuant to such withholding  tax will be either
(i) refunded to  a Non-U.S. Holder  if the Company  is not a  USRPHC for  United
States federal income tax                                                       

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purposes and such Non-U.S. Holder files an appropriate claim for refund with the
Service, or (ii) creditable against such Non-U.S. Holder's United States federal
income  tax liability. Non-U.S. Holders are  urged to consult their tax advisors
concerning the potential applicability of these provisions.                     

FEDERAL ESTATE TAXES                                                            

    An individual Non-U.S. Holder who  (i) is not a  citizen or resident of  the
United  States (as  specifically defined  for United  States federal  estate tax
purposes) at the time of his or her death and (ii) owns, or is treated as owning
Common Stock  at the  time of  his or  her death  or has  made certain  lifetime
transfers  of an interest in Common Stock, will be required to include the value
of such Common Stock in his or her gross estate for federal estate tax purposes,
unless an applicable estate tax treaty provides otherwise.                      

UNITED STATES INFORMATION REPORTING AND BACKUP WITHHOLDING TAX                  

    The Company must report annually to the Service and to each Non-U.S.  Holder
the amount of dividends paid to such holder and the tax withheld with respect to
such  dividends. These  information reporting  requirements apply  regardless of
whether withholding is  required. Copies  of the  information returns  reporting
such dividends and withholding may also be made available to the tax authorities
in  the country in which the Non-U.S.  Holder resides under the provisions of an
applicable income tax treaty.                                                   

    United States backup withholding tax  (which generally is a withholding  tax
imposed  at the rate of 31% on certain  payments to persons that fail to furnish
certain information under the United States information reporting  requirements)
generally will not apply to (a) the payment of dividends paid on Common Stock to
a  Non-U.S. Holder at an address outside the United States (unless the payor has
knowledge that the payee is a U.S. person) or (b) the payment of the proceeds of
the sale of Common Stock to or  through the foreign office of a foreign  broker.
In  the case of the payment of proceeds from such a sale of Common Stock through
a foreign office of a broker that is  a United States person or a "U.S.  related
person," however, information reporting (but not backup withholding) is required
with  respect to the payment  unless the broker has  documentary evidence in its
files that the owner in a Non-U.S. Holder and certain other requirements are met
or the holder  otherwise establishes  an exemption.  For this  purpose, a  "U.S.
related  person"  is (i)  a "controlled  foreign  corporation for  United States
federal income tax purposes, or (ii) a foreign person 50% or more of whose gross
income from all sources for the three-year  period ending with the close of  its
taxable  year preceding  the payment (or  for such  part of the  period that the
broker has been in  existence) is derived from  activities that are  effectively
connected  with the conduct of a United States trade or business. The payment of
the proceeds of a sale of shares of  Common Stock to or through a United  States
office  of  a broker  is subject  to information  reporting and  possible backup
withholding unless  the  owner  certifies its  non-United  States  status  under
penalties of perjury or otherwise establishes an exemption. Any amounts withheld
under  the backup withholding rules from a  payment to a Non-U.S. Holder will be
allowed as a  refund or a  credit against such  Non-U.S. Holder's United  States
federal  income  tax  liability,  provided  that  the  required  information  is
furnished to the Service.                                                       

    The  United  States  Department  of  Treasury  recently  promulgated   final
regulations regarding the withholding and information reporting rules applicable
to  Non-U.S. Holders  (the "New Withholding  Regulations"). In  general, the New
Withholding Regulations do not  significantly alter the substantive  withholding
and  information reporting requirements, but rather, unify current certification
procedures and  forms  and  clarify  reliance  standards.  The  New  Withholding
Regulations  are generally effective for payments  made after December 31, 1998,
subject to certain transition rules.  NON-U.S. HOLDERS SHOULD CONSULT THEIR  OWN
TAX  ADVISORS  WITH  RESPECT TO  THE  IMPACT,  IF ANY,  OF  THE  NEW WITHHOLDING
REGULATIONS.                                                                    

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UNDERWRITING

    Subject to the terms and conditions of the U.S. Underwriting Agreement,  the
Selling  Stockholders  have  severally  agreed  to  sell  to  each  of  the U.S.
Underwriters named  below, and  each  of such  U.S. Underwriters  has  severally
agreed  to  purchase from  the Selling  Stockholders,  the respective  number of
shares of Common Stock set forth opposite its name below:                       

                                                        [Enlarge/Download Table]

                                                                                             NUMBER OF  
                                                                                             SHARES OF  
                                                                                              COMMON    
                                    U.S. UNDERWRITER                                           STOCK    
-----------------------------------------------------------------------------------------  -------------
                                                                                                        
Goldman, Sachs & Co. ....................................................................      1,466,560
Lehman Brothers Inc. ....................................................................      1,466,560
Donaldson, Lufkin & Jenrette Securities Corporation......................................      1,466,560
Furman Selz LLC .........................................................................      1,466,560
Morgan Stanley & Co. Incorporated .......................................................      1,466,560
                                                                                           -------------
          Total..........................................................................      7,332,800
                                                                                           -------------
                                                                                           -------------

    Under the terms and conditions of the U.S. Underwriting Agreement, the  U.S.
Underwriters are committed to take and pay for all of the shares offered hereby,
if any are taken.                                                               

    The  U.S. Underwriters propose to  offer the shares of  Common Stock in part
directly to the public  at the initial  public offering price  set forth on  the
cover page of this Prospectus, and in part to certain securities dealers at such
price less a concession of $0.60 per share. The U.S. Underwriters may allow, and
such  dealers may  reallow, a  concession not  in excess  of $0.10  per share to
certain brokers and dealers. After the  shares of Common Stock are released  for
sale to the public, the offering price and the other selling terms may from time
to time be varied by the representatives.                                       

    AutoZone  and  the Selling  Stockholders have  entered into  an underwriting
agreement (the "International Underwriting  Agreement" with the underwriters  of
the  international offering (the "International Underwriters" and, together with
the U.S. Underwriters,  the "Underwriters") providing  for the concurrent  offer
and  sale  of 1,833,200  shares  of Common  Stock  in an  international offering
outside the  United States.  The  initial public  offering price  and  aggregate
underwriting  discounts  per  share for  the  offerings will  be  identical. The
closing of  the offering  made  hereby is  a condition  to  the closing  of  the
international  offering, and vice versa. The representative of the International
Underwriters is Goldman Sachs International.                                    

    Pursuant to an  agreement between  the U.S.  and international  underwriting
syndicates (the "Agreement Between") relating to the offerings, each of the U.S.
Underwriters  named herein  has agreed,  as a  part of  the distribution  of the
shares offered hereby and subject to certain exceptions, it will (a) offer, sell
or deliver shares of  Common Stock, directly or  indirectly, only in the  United
States  of  America (including  the States  and the  District of  Columbia), its
territories, its possessions and  other areas subject  to its jurisdiction  (the
"United  States") and to  U.S. persons, which  term shall mean,  for purposes of
this paragraph: (i) any  individual who is  a resident of  the United States  or
(ii) any corporation, partnership or other entity organized in or under the laws
of  the United States or any political subdivision thereof and whose office most
directly involved with  the purchase is  located in the  United States, and  (b)
cause  any dealer to whom it may sell  such shares at any concession to agree to
observe a similar restriction. Each of the International Underwriters has agreed
pursuant to the Agreement  Between that, as  a part of  the distribution of  the
shares  offered as  part of the  international offering, and  subject to certain
exceptions, it will  (i) not,  directly or  indirectly, offer,  sell or  deliver
shares of Common Stock (a) in the United States or to any U.S. persons or (b) to
any  person who it believes intends to  reoffer, resell or deliver the shares in
the United States or to  any U.S. persons and (ii)  cause any dealer to whom  it
may  sell  such  shares  at  any  concession  to  agree  to  observe  a  similar
restriction.                                                                    

    Pursuant to  the Agreement  Between,  sales may  be  made between  the  U.S.
Underwriters  and the  International Underwriters  of such  number of  shares of
Common Stock as may be mutually agreed. The price of any shares so sold shall be
the initial public offering price, less  an amount not greater than the  selling
concession.                                                                     

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    The  Selling Stockholders  have severally  granted the  U.S. Underwriters an
option exercisable for 30 days after the date of this Prospectus to purchase  up
to  an aggregate of 800,000  additional shares of Common  Stock, solely to cover
over-allotments, if any. If the  U.S. Underwriters exercise such  over-allotment
option,  the Underwriters have severally  agreed, subject to certain conditions,
to purchase approximately the same percentage thereof that the number of  shares
to  be purchased by each of them, as  shown in the foregoing table, bears to the
9,166,000 shares of Common Stock  offered hereby. The Selling Stockholders  have
granted the International Underwriters a similar option exercisable for up to an
aggregate of 200,000 additional shares of Common Stock.                         

    Each  U.S.  Underwriter and  International  Underwriter has  represented and
agreed that (i) it  has not offered or  sold and, prior to  the date six  months
after  the date of issue of  the shares of Common Stock,  will not offer or sell
any shares of Common Stock  to persons in the  United Kingdom except to  persons
whose  ordinary  activities  involve  them in  acquiring,  holding,  managing or
disposing of  investments (as  principal or  agent) for  the purposes  of  their
businesses  or otherwise in  circumstances which have not  resulted and will not
result in an offer to the public in the United Kingdom within the meaning of the
Public Offers of  Securities Regulations  1995; (ii)  it has  complied and  will
comply  with all applicable  provisions of the Financial  Services Act 1986 with
respect to anything  done by  it in  relation to the  Common Stock  in, from  or
otherwise  involving the United Kingdom, and (iii)  it has only issued or passed
on, and will  only issue or  pass on to  any person in  the United Kingdom,  any
investment advertisement (within the meaning of the Financial Services Act 1986)
relating to the shares of Common Stock if that person falls within Article 11(3)
of  the  Financial Services  Act  1986 (Investment  Advertisements) (Exemptions)
Order 1995.                                                                     

    In connection with the offerings, the Underwriters may purchase and sell the
Common Stock in the open  market. These transactions may include  over-allotment
and  stabilizing transactions and  purchases to cover  syndicate short positions
created in connection  with the offerings.  Stabilizing transactions consist  of
certain  bids or purchases for the purpose  of preventing or retarding a decline
in the market price of the  Common Stock; and syndicate short positions  involve
the  sale by the Underwriters of a greater number of shares of Common Stock that
they are required to  purchase from the Selling  Stockholders in the  offerings.
The  Underwriters also  may impose  a penalty  bid, whereby  selling concessions
allowed to syndicate members  or other broker-dealers in  respect of the  Common
Stock  sold in the offerings for their account may be reclaimed by the syndicate
if such shares of Common Stock  are repurchased by the syndicate in  stabilizing
or  covering transactions. These activities may stabilize, maintain or otherwise
affect the market price of the Common Stock, which may be higher than the  price
that  might  otherwise prevail  in  the open  market;  and these  activities, if
commenced, may be discontinued at any  time. These transactions may be  effected
on the New York Stock Exchange, in the over-the-counter market or otherwise.    

    Purchasers  of the shares offered hereby may  be required to pay stamp taxes
and other charges in accordance  with the laws and  practices of the country  of
purchase in addition to the offering price set forth on the cover page hereof.  

    Certain  of  the  U.S.  Underwriters  and  International  Underwriters  have
provided from time  to time,  and expect to  provide in  the future,  investment
banking  services to  the Company and  its affiliates (including  certain of the
Selling  Stockholders)  for  which  such  U.S.  Underwriters  and  International
Underwriters have received and will receive customary fees and commissions.     

    The  Company,  the  Selling  Stockholders and  KKR  Associates  have agreed,
subject to certain exceptions, not to sell or otherwise dispose of, directly  or
indirectly, any shares of capital stock of the Company, except for the shares to
be sold in the offerings, for a period of at least 60 days from the date of this
Prospectus  without the prior  written consent of the  U.S. Underwriters and the
International Underwriters.                                                     

    The Company and the Selling Stockholders  have agreed to indemnify the  U.S.
Underwriters  and  the International  Underwriters against  certain liabilities,
including liabilities under  the Securities  Act, or to  contribute to  payments
that the U.S. Underwriters and the International Underwriters may be required to
make in respect thereof.                                                        

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LEGAL MATTERS 

    Certain  legal matters in connection  with the sale of  the shares of Common
Stock offered  hereby will  be passed  upon  for AutoZone  and for  the  Selling
Stockholders  by Latham & Watkins, Los  Angeles, California, and Schreck Morris,
Las Vegas,  Nevada. Certain  partners  of Latham  &  Watkins, members  of  their
families,  related persons and others own, and through the Selling Stockholders,
have an indirect interest in, less than 1% of the Common Stock. Such persons  do
not  have the power to vote or dispose of shares which are indirectly held, some
of which  shares  will  be sold  in  the  offerings. Certain  legal  matters  in
connection  with the offerings will be passed upon for the U.S. Underwriters and
the International  Underwriters by  Simpson Thacher  & Bartlett  (a  partnership
which  includes professional corporations), New York, New York. Latham & Watkins
and Simpson Thacher & Bartlett render legal services to KKR on a regular basis. 

EXPERTS 

    The financial statements and related schedule  of AutoZone as of August  30,
1997 and August 31, 1996 and for each year in the three-year period ended August
30,  1997, included or  incorporated by reference  in the Annual  Report on Form
10-K have been audited by Ernst & Young LLP, independent auditors, as set  forth
in  their  reports thereon  included or  incorporated  by reference  therein and
incorporated herein  by reference.  Such financial  statements are  incorporated
herein  by reference in  reliance upon such  report given upon  the authority of
such firm as experts in accounting and auditing.                                

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DEDICATED TO THE MEMORY OF PAUL KINLOCH 

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---------------------------------------------                                   
                                   ---------------------------------------------
---------------------------------------------                                   
                                   ---------------------------------------------

    NO  PERSON  HAS BEEN  AUTHORIZED  TO GIVE  ANY  INFORMATION OR  TO  MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN  OR
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED.  THIS  PROSPECTUS  DOES  NOT  CONSTITUTE AN  OFFER  TO  SELL  OR THE
SOLICITATION OF AN  OFFER TO  BUY ANY SECURITIES  OTHER THAN  THE SECURITIES  TO
WHICH  IT RELATES OR  ANY OFFER TO SELL  OR THE SOLICITATION OF  AN OFFER TO BUY
SUCH SECURITIES IN  ANY CIRCUMSTANCES  IN WHICH  SUCH OFFER  OR SOLICITATION  IS
UNLAWFUL.  NEITHER THE DELIVERY  OF THIS PROSPECTUS NOR  ANY SALE MADE HEREUNDER
SHALL, UNDER ANY CIRCUMSTANCES,  CREATE ANY IMPLICATION THAT  THERE HAS BEEN  NO
CHANGE  IN  THE  AFFAIRS  OF THE  COMPANY  SINCE  THE DATE  HEREOF  OR  THAT THE
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.  

------------------- 

TABLE OF CONTENTS 

                                                                [Download Table]

                                                       PAGE   
                                                       -----  
                                                              
Available Information.............................           3

Incorporation of Certain Documents by Reference...           3

The Company.......................................           4

Selected Financial Data...........................           5

Price Range of Common Stock.......................           6

Dividend Policy...................................           6

Capitalization....................................           7

Management's Discussion and Analysis of Financial             
 Condition and Results of Operations..............           8

Business..........................................          11

Management........................................          17

Principal and Selling Stockholders................          18

Description of Capital Stock......................          20

Certain United States Tax Consequences to                     
 Non-United States Holders........................          22

Underwriting......................................          25

Legal Matters.....................................          27

Experts...........................................          27

9,166,000 SHARES
AUTOZONE, INC.
COMMON STOCK
(PAR VALUE $.01 PER SHARE)

------------------- 

[LOGO]

------------------- 

GOLDMAN, SACHS & CO.

LEHMAN BROTHERS 

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

FURMAN SELZ 

MORGAN STANLEY DEAN WITTER

---------------------------------------------                                   
                                   ---------------------------------------------
---------------------------------------------                                   
                                   ---------------------------------------------

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[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS] 
                                            REGISTRATION STATEMENT NO. 333-04087
                                                                  RULE 424(b)(4)
9,166,000 SHARES

UVW 

AUTOZONE, INC.
COMMON STOCK
(PAR VALUE $.01 PER SHARE)
------------------- 

   Of the 9,166,000 shares of Common Stock offered, 1,833,200 shares are being
offered hereby in an international offering outside the United States and       
7,332,800 shares are being offered in a concurrent offering in the United       
States. The initial public offering price and the aggregate underwriting        
discount per share will be identical for both offerings. See "Underwriting".    

  All of the shares of Common Stock offered hereby are being sold by Selling
Stockholders of the Company. The Selling Stockholders consist of certain KKR    
Partnerships that are limited partnerships affiliated with Kohlberg Kravis      
Roberts & Co., L.P. and J.R. Hyde, III, a director of the Company. After the    
offerings, the KKR Partnerships will not own any shares of Common Stock, and Mr.
Hyde and KKR Associates will own approximately 6.8% and 7.8%, respectively, of  
the outstanding shares of Common Stock (assuming exercise in full of the        
over-allotment options). See "The Company" and "Principal and Selling           
Stockholders". The Company will not receive any of the proceeds from the sale of
the shares offered hereby.                                                      

    The last reported sales price of the Common Stock, which is listed under the
symbol "AZO", on the New York Stock Exchange on November 20, 1997 was $28 7/8   
per share. See "Price Range of Common Stock".                                   
--------------------- 

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES        
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS            
THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES            
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS.   
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. 

--------------------- 

                                                        [Enlarge/Download Table]

                        INITIAL PUBLIC             UNDERWRITING          PROCEEDS TO SELLING
                        OFFERING PRICE              DISCOUNT(1)            STOCKHOLDERS(2)  
                     ---------------------  ---------------------------  -------------------
                                                                                            
Per Share...........        $28.50                     $1.00                   $27.50       
Total(3)............     $261,231,000               $9,166,000              $252,065,000    

--------------------------                                                      
(1) The Company and the Selling Stockholders have agreed to indemnify the       
 Underwriters against certain liabilities, including liabilities under the
Securities Act of 1933. See "Underwriting".                             

(2) Before deducting estimated expenses of $400,000 payable by the Selling      
Stockholders.                                                           

(3) The Selling Stockholders have granted the U.S. Underwriters an option for 30
  days to purchase up to an additional 200,000 shares of Common Stock at the
initial public offering price per share, less the underwriting discount,
    solely to cover over-allotments. Additionally, the Selling Stockholders have
granted the U.S. Underwriters an option for 30 days to purchase up to an
additional 800,000 shares of Common Stock at the initial public offering
price per share, less the underwriting discount, solely to cover        
 over-allotments. If such options are exercised in full, the total initial
public offering price, underwriting discount and proceeds to Selling    
Stockholders will be $289,731,000, $10,166,000 and $279,565,000,        
respectively. See "Underwriting".                                       

--------------------- 

The shares offered hereby are offered severally by the International    
Underwriters, as specified herein, subject to receipt and acceptance by them and
subject to their right to reject any order in whole or in part. It is expected  
that certificates for the shares will be ready for delivery in New York, New    
York, on or about November 26, 1997 against payment therefor in immediately     
available funds.                                                                

GOLDMAN SACHS INTERNATIONAL                                                     

LEHMAN BROTHERS                                           

DONALDSON, LUFKIN & JENRETTE        
 INTERNATIONAL

FURMAN SELZ   

                                  MORGAN STANLEY DEAN WITTER
--------------------- 

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THE DATE OF THIS PROSPECTUS IS NOVEMBER 20, 1997. 

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[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS] 

UNDERWRITING

Subject to the terms and conditions of the International Underwriting   
Agreement, the Selling Stockholders have severally agreed to sell to each of the
International Underwriters named below, and each of such International          
Underwriters has severally agreed to purchase from the Selling Stockholders the 
respective number of shares of Common Stock set forth opposite its name below:  

                                                                [Download Table]

                                                               NUMBER OF 
                                                               SHARES OF 
                                                                COMMON   
                 INTERNATIONAL UNDERWRITER                       STOCK   
------------------------------------------------------------  -----------
                                                                         
Goldman Sachs International.................................      366,640
Lehman Brothers International (Europe)......................      366,640
Donaldson, Lufkin & Jenrette International..................      366,640
Furman Selz LLC ............................................      366,640
Morgan Stanley & Co. International Limited..................      366,640
                                                              -----------
          Total.............................................    1,833,200
                                                              -----------
                                                              -----------

   Under the terms and conditions of the International Underwriting Agreement,
the International Underwriters are committed to take and pay for all of the     
shares offered hereby, if any are taken.                                        

  The International Underwriters propose to offer the shares of Common Stock
in part directly to the public at the initial public offering price set forth on
the cover page of this Prospectus, and in part to certain securities dealers at 
such price less a concession of $0.60 per share. The International Underwriters 
may allow, and such dealers may reallow, a concession not in excess of $0.10 per
share to certain brokers and dealers. After the shares of Common Stock are      
released for sale to the public, the offering price and the other selling terms 
may from time to time be varied by the representatives.                         

AutoZone and the Selling Stockholders have entered into an underwriting 
agreement ("U.S. Underwriting Agreement") with the underwriters of the U.S.     
offering (the "U.S. Underwriters") providing for the concurrent offer and sale  
of 7,332,800 shares of Common Stock in an offering. The initial public offering 
price and aggregate underwriting discount per share for the offerings will be   
identical. The closing of the offering made hereby is a condition to the closing
of the U.S. offering, and vice versa. The representative of the U.S.            
Underwriters is Goldman, Sachs & Co.                                            

Pursuant to an agreement between the U.S. and international underwriting
syndicates (the "Agreement Between") relating to the offerings, each of the     
International Underwriters named herein has agreed that, as a part of the       
distribution of the shares offered hereby and subject to certain exceptions, it 
will (a) not offer, sell or deliver shares of Common Stock, directly or         
indirectly, in the United States of America (including the States and the       
District of Columbia), its territories, its possessions and other areas subject 
to its jurisdiction (the "United States") or to U.S. persons, which term shall  
mean, for purposes of this paragraph: (i) any individual who is a resident of   
the United States or (ii) any corporation, partnership or other entity organized
in or under the laws of the United States or any political subdivision thereof  
and whose office most directly involved with the purchase is located in the     
United States, and (b) cause any dealer to whom it may sell such shares at any  
concession to agree to observe a similar restriction. Each of the U.S.          
Underwriters has agreed pursuant to the Agreement Between that, as a part of the
distribution of the shares offered as a part of the U.S. offering, and subject  
to certain exceptions, it will offer, sell or deliver the shares of Common Stock
offered, directly or indirectly, only in the United States and to U.S. persons. 

Pursuant to the Agreement Between, sales may be made between the U.S.   
Underwriters and the International Underwriters of such number of shares of     
Common Stock as may be mutually agreed. The price of any shares so sold shall be
the initial public offering price, less an amount not greater than the selling  
concession.                                                                     

The Selling Stockholders have severally granted the International       
Underwriters an option exercisable for 30 days after the date of this Prospectus
to purchase up to an aggregate of 200,000 additional                            

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[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS] 
shares of Common Stock, solely to cover over-allotments, if any. If the         
International Underwriters exercise such over-allotment option, the             
International Underwriters have severally agreed, subject to certain conditions,
to purchase approximately the same percentage thereof that the number of shares 
to be purchased by each of them, as shown in the foregoing table, bears to the  
9,166,000 shares of Common Stock offered hereby. The Selling Stockholders have  
granted the U.S. Underwriters a similar option exercisable for up to an         
aggregate of 800,000 additional shares of Common Stock.                         

Each U.S. Underwriter and International Underwriter has represented and 
agreed that (i) it has not offered or sold and, prior to the date six months    
after the date of issue of the shares of Common Stock, will not offer or sell   
any shares of Common Stock to persons in the United Kingdom except to persons   
whose ordinary activities involve them in acquiring, holding, managing or       
disposing of investments (as principal or agent) for the purposes of their      
businesses or otherwise in circumstances which have not resulted and will not   
result in an offer to the public in the United Kingdom within the meaning of the
Public Offers of Securities Regulations 1995; (ii) it has complied and will     
comply with all applicable provisions of the Financial Services Act 1986 with   
respect to anything done by it in relation to the Common Stock in, from or      
otherwise involving the United Kingdom, and (iii) it has only issued or passed  
on, and will only issue or pass on to any person in the United Kingdom, any     
investment advertisement (within the meaning of the Financial Services Act 1986)
relating to the shares of Common Stock if that person falls within Article 11(3)
of the Financial Services Act 1986 (Investment Advertisements) (Exemptions)     
Order 1995.                                                                     

    In connection with the offerings, the Underwriters may purchase and sell the
Common Stock in the open market. These transactions may include over-allotment  
and stabilizing transactions and purchases to cover syndicate short positions   
created in connection with the offerings. Stabilizing transactions consist of   
certain bids or purchases for the purpose of preventing or retarding a decline  
in the market price of the Common Stock; and syndicate short positions involve  
the sale by the Underwriters of a greater number of shares of Common Stock that 
they are required to purchase from the Selling Stockholders in the offerings.   
The Underwriters also may impose a penalty bid, whereby selling concessions     
allowed to syndicate members or other broker-dealers in respect of the Common   
Stock sold in the offerings for their account may be reclaimed by the syndicate 
if such shares of Common Stock are repurchased by the syndicate in stabilizing  
or covering transactions. These activities may stabilize, maintain or otherwise 
affect the market price of the Common Stock, which may be higher than the price 
that might otherwise prevail in the open market; and these activities, if       
commenced, may be discontinued at any time. These transactions may be effected  
on the New York Stock Exchange, in the over-the-counter market or otherwise.    

  Purchasers of the shares offered hereby may be required to pay stamp taxes
and other charges in accordance with the laws and practices of the country of   
purchase in addition to the offering price set forth on the cover page hereof.  

Certain of the U.S. Underwriters and International Underwriters have    
provided from time to time, and expect to provide in the future, investment     
banking services to the Company and its affiliates (including certain of the    
Selling Stockholders) for which such U.S. Underwriters and International        
Underwriters have received and will receive customary fees and commissions.     

The Company, the Selling Stockholders and KKR Associates have agreed,   
subject to certain exceptions, not to sell or otherwise dispose of, directly or 
indirectly, any shares of capital stock of the Company, except for the shares to
be sold in the offerings, for a period of at least 60 days from the date of this
Prospectus without the prior written consent of the U.S. Underwriters and the   
International Underwriters.                                                     

  The Company and the Selling Stockholders have agreed to indemnify the U.S.
Underwriters and the International Underwriters against certain liabilities,    
including liabilities under the Securities Act, or to contribute to payments    
that the U.S. Underwriters and the International Underwriters may be required to
make in respect thereof.                                                        

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[ALTERNATE PAGE FOR INTERNATIONAL PROSPECTUS] 

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY    
REPRESENTATIONS OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS, AND, IF GIVEN OR 
MADE, SUCH INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN
AUTHORIZED. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR THE         
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES OTHER THAN THE SECURITIES TO     
WHICH IT RELATES OR ANY OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY    
SUCH SECURITIES IN ANY CIRCUMSTANCES IN WHICH SUCH OFFER OR SOLICITATION IS     
UNLAWFUL. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE HEREUNDER   
SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO   
CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF OR THAT THE          
INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS DATE.  

------------------------

TABLE OF CONTENTS 

                                                                [Download Table]

                                                       PAGE   
                                                       -----  
                                                              
Available Information.............................           3
Incorporation of Certain Documents by Reference...           3
The Company.......................................           4
Selected Financial Data...........................           5
Price Range of Common Stock.......................           6
Dividend Policy...................................           6
Capitalization....................................           7
Management's Discussion and Analysis of Financial             
 Condition and Results of Operations..............           8
Business..........................................          11
Management........................................          17
Principal and Selling Stockholders................          18
Description of Capital Stock......................          20
Certain United States Tax Consequences to                     
 Non-United States Holders........................          22
Underwriting......................................          25
Legal Matters.....................................          27
Experts...........................................          27

9,166,000 SHARES

AUTOZONE, INC.

COMMON STOCK

(PAR VALUE $.01 PER SHARE)

------------------------

XYZ 
--- 

GOLDMAN SACHS INTERNATIONAL 

LEHMAN BROTHERS 

DONALDSON, LUFKIN & JENRETTE
INTERNATIONAL 

FURMAN SELZ 

MORGAN STANLEY DEAN WITTER

---------------------------------------------                                   
                                   ---------------------------------------------
---------------------------------------------                                   
                                   ---------------------------------------------

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B1’ Filing		Date		First		Last			Other Filings
		12/31/98		22		24
		11/26/97		1		30
Filed on:		11/21/97
		11/20/97		1		31
		10/29/97		3
		10/17/97		16
		10/10/97		18		20
		9/4/97		16
		8/30/97		2		27			10-K
		5/9/97		16
		2/14/97		18		19			SC 13G,  SC 13G/A
		12/31/96		4		19			4
		8/31/96		8		27			10-K,  5
		5/4/96		2					10-Q
									List all Filings