Securities and exchange commission


Download 0.55 Mb.
NameSecurities and exchange commission
page3/6
A typeDocumentation
manual-guide.com > manual > Documentation
1   2   3   4   5   6

to that time, Mr. Butterick was Chief Financial Officer of United Medical

Incorporated from 1993 to 1995. From 1990 to 1993 Mr. Butterick was Vice

President-Finance of the Mid South General Merchandise Division, a division of

Fleming Companies. Previously, Mr. Butterick had been employed by Malone &

Hyde or AutoZone since 1983, where he was Controller of AutoZone from 1986 to

1990.
HARRY L. GOLDSMITH, 45--VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL

Harry L. Goldsmith has been Vice President, General Counsel, and Secretary

since 1993. Prior to that time, he was an attorney at Federal Express

Corporation since 1989.
ANDREW M. CLARKSON, 59--DIRECTOR AND CHAIRMAN OF THE FINANCE COMMITTEE

Andrew M. Clarkson has been a Director of the Company since 1986 and is

employed by the Company as the Chairman of the Finance Committee. Mr. Clarkson

had been Vice President and Treasurer of the Company in 1986, Senior Vice

President and Treasurer of the Company from 1986 to 1988, was Secretary from

1988 to 1993 and was Treasurer from 1990 to 1995. Previously, Mr. Clarkson

was Chief Financial Officer of Malone & Hyde from 1983 to 1988.
10
PART II
ITEM 5 MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS
Common Stock Market Prices for the Company's stock as traded on the New

York Stock Exchange on page 12 of the annual stockholders report for the year

ended August 31, 1996 are incorporated herein by reference.
At October 30, 1996, there were 2,852 stockholders of record, excluding the

number of beneficial owners whose shares were held in street name.
ITEM 6 SELECTED FINANCIAL DATA
Selected Financial Data on pages 10 and 11 of the annual stockholders

report for the year ended August 31, 1996, is incorporated herein by reference.

ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS
Management's Discussion and Analysis of Financial Condition and Results of

Operations on pages 13 through 15 of the annual stockholders report for the

year ended August 31, 1996, are incorporated herein by reference.

ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The financial statements included on pages 16 through 23 and the quarterly

summary on page 12 of the annual stockholders report for the year ended August

31, 1996, are incorporated herein by reference.

ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING

AND FINANCIAL DISCLOSURE
None.
PART III
ITEM 10 DIRECTORS AND OFFICERS OF THE REGISTRANT
The information required by this item is incorporated by reference to Part

I of this document and to the Company's definitive Proxy Statement filed

pursuant to Regulation 14A under the Securities Exchange Act of 1934 in

connection with the Company's annual meeting of stockholders.

ITEM 11 EXECUTIVE COMPENSATION
The information required by this item is incorporated by reference to the

Company's definitive Proxy Statement filed pursuant to Regulation 14A under the

Securities Act of 1934 in connection with the Company's annual meeting of

stockholders.
11
ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT
The information required by this item is incorporated by reference to the

Company's definitive Proxy Statement filed pursuant to Regulation 14A under the

Securities Exchange Act of 1934 in connection with the Company's annual meeting

of stockholders.

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by this item is incorporated by reference to the

Company's definitive Proxy Statement filed pursuant to Regulation 14A under the

Securities Exchange Act of 1934 in connection with the Company's annual meeting

of stockholders.
PART IV
ITEM 14 EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 10-K
(a) 1. Financial Statements

The following financial statements included on pages 16 through 23

in the annual report to stockholders for the year ended August 31,

1996, are incorporated by reference in Item 8:
Report of Independent Auditors

Statements of Income for the fiscal years ended August 31, 1996,

August 26, 1995, and August 27, 1994

Balance Sheets as of August 31, 1996 and August 26, 1995

Statements of Shareholders' Equity for the fiscal years ended August

31, 1996, August 26, 1995 and August 27, 1994

Statements of Cash Flows for the fiscal years ended August 31, 1996,

August 26, 1995 and August 27, 1994

Notes to Financial Statements
2. Financial Statement Schedule II - Valuation and Qualifying Accounts
SCHEDULE II
AUTOZONE, INC.

VALUATION AND QUALIFYING ACCOUNTS

(In thousands)

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

COL A COL B COL C COL D COL E

--------------------------------------------------------------------------------------------------------------------------
Balance

CLASSIFICATION Beginning of ADDITIONS Deductions- Balance at

Period Describe End of Period

(1) (2)

Charged to Costs Charged to Other

and Expenses Accounts-Describe

--------------------------------------------------------------------------------------------------------------------------
Year Ended August 27, 1994:

Reserve for warranty claims $ 6,961 $17,409 $15,309(1) $ 9,061

Other reserves 8,014 5,840
Year Ended August 26, 1995:

Reserve for warranty claims $ 9,061 $23,124 $19,572(1) $12,613

Other reserves 5,840 9,229
Year Ended August 31, 1996:

Reserve for warranty claims $12,613 $26,982 $25,443(1) $14,152

Other reserves 9,229 9,015

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

(1) Cost of product for warranty replacements, net of salvage and

amounts collected from customers.
All other schedules are omitted because the information is not

required or because the information required is included in the

financial statements or notes thereto.
3. Exhibits

The following exhibits are filed as part of this annual report:
3.1 Articles of Incorporation of AutoZone, Inc. Incorporated by

reference to Exhibit 3.1 to the Form 10-K dated November 22, 1994.
3.2 Amendment to Articles of Incorporation of AutoZone, Inc. dated

December 16, 1993, to increase its authorized shares of common

stock to 200,000,000. Incorporated by reference to Exhibit 3.2 to

the Form 10-K dated November 22, 1994.
3.3 By-laws of AutoZone, Inc. Incorporated by reference to Exhibit 3.2

to the February 1992 Form S-1.
4.1 Form of Common Stock Certificate. Incorporated by reference to

Exhibit 4.1 to
12
Pre-Effective Amendment No. 2 to the February 1992 Form S-1.
4.2 Registration Rights Agreement, dated as of February 18, 1987, by

and among Auto Shack, Inc. and certain stockholders. Incorporated

by reference to Exhibit 4.9 to the Form S-1 Registration Statement

filed by the Company under the Securities Act (No. 33-39197) (the

"April 1991 Form S-1").
4.3 Amendment to Registration Rights Agreement dated as of August 1,

1993. Incorporated by reference to Exhibit 4.1 to the Form S-3

Registration Statement filed by the Company under the Securities

Act (No. 33-67550).
10.1 Amended and Restated Stock Option Plan of AutoZone, Inc., as amended

on February 26, 1991. Incorporated by reference to Exhibit 10.4 to

the April 1991 Form S-1.
10.2 Amendment No. 1 dated December 18, 1992, to the Amended and Restated

Stock Option Agreement. Incorporated by reference to Exhibit 10.5

to the Form 10-K for the fiscal year ended August 28, 1993.
10.3 Form of Non-Qualified Stock Option Agreement between AutoZone and

certain employees of AutoZone. Incorporated by reference to Exhibit

10.5 to the April 1991 Form S-1.
10.4 Form of Non-Qualified Stock Option Agreement dated as of February

11, 1987, between Auto Shack, Inc. and certain of its employees.

Incorporated by reference to Exhibit 10.6 to the April 1991 Form

S-1.
11.1 Computation of Earnings Per Common Share Equivalents.
13.1 Annual Report to stockholders for fiscal year ended August 31, 1996.
21.1 Subsidiaries of the Registrant.
23.1 Consent of Ernst & Young LLP.
27.1 Financial Data Schedule.
(b) The Company did not file a Form 8-K during the last quarter of the

fiscal year ended August 31, 1996.
13
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities

Exchange Act of 1934, the Registrant has duly caused this report to be signed

on its behalf by the undersigned, thereunto duly authorized.
AUTOZONE, INC.


By: /s/ J.R. Hyde, III November 27, 1996

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

J.R. Hyde, III

Chairman, Chief Executive Officer and Director
Pursuant to the requirement of the Securities Exchange Act of 1934, this

report has been signed below by the following persons in the capacities and on

the dates indicated:

SIGNATURE TITLE DATE

--------- ----- ----
/s/ J. R. Hyde, III Chairman, Chief Executive Officer November 27, 1996

- ------------------------------------- and Director (Principal Executive Officer)

(J.R. Hyde, III)
/s/ J. C. Adams, Jr. Vice Chairman, Chief Operating November 27, 1996

- ------------------------------------- Officer and Director

(J. C. Adams, Jr.)
/s/ Timothy D. Vargo Vice Chairman and Director November 27, 1996

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

(Timothy D. Vargo)
/s/ Thomas S. Hanemann President and Director November 27, 1996

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

(Thomas S. Hanemann)
/s/ Andrew M. Clarkson Director and Chairman of the November 27, 1996

- ------------------------------------- Finance Committee

(Andrew M. Clarkson)
/s/ Robert J. Hunt Executive Vice President and November 27, 1996

- ------------------------------------- Chief Financial Officer

(Robert J. Hunt) (Principal Financial Officer)

/s/ Michael E. Butterick Vice President and Controller November 27, 1996

- ------------------------------------ (Principal Accounting Officer)

(Michael E. Butterick)
/s/ N. Gerry House Director November 27, 1996

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

(N. Gerry House)
/s/ Ronald A. Terry Director November 27, 1996

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

(Ronald A. Terry)
Director

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

(James F. Keegan)
Director

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

(Henry R. Kravis)
/s/ Robert I. MacDonnell Director November 27, 1996

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

(Robert I. MacDonnell)

14

/s/ Michael W. Michelson Director November 27, 1996

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

(Michael W. Michelson)
/s/ John E. Moll Director November 27, 1996

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

(John E. Moll)
/s/ George R. Roberts Director November 27, 1996

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

(George R. Roberts)


1
EXHIBIT 11.1
COMPUTATION OF EARNINGS PER COMMON SHARE EQUIVALENTS

Fiscal Year Ended

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

August 29, August 28, August 27, August 26, August 31,

1992 1993 1994 1995 1996

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

(in thousands except per share data)
PRIMARY:

Average shares outstanding 138,794 142,590 144,754 146,189 148,476

Net effect of dilutive stock

options, based on the

treasury stock method,

using average fair market

value 7,146 5,018 3,972 3,113 2,762

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

Total shares used in

computation 145,940 147,608 148,726 149,302 151,238

========================================================================

Net income $ 63,288 $ 86,935 $ 116,386 $ 138,781 $ 167,165

========================================================================

Net income per share $ 0.43 $ 0.59 $ 0.78 $ 0.93 $ 1.11

========================================================================

FULLY DILUTED:

Average shares outstanding 138,794 142,590 144,754 146,189 148,476

Net effect of dilutive stock

options, based on the

treasury stock method,

using higher of average or

year-end fair market value 7,146 5,284 3,972 3,155 2,762

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

Total shares used in

computation 145,940 147,874 148,726 149,344 151,238

========================================================================

Net income $ 63,288 $ 86,935 $ 116,386 $ 138,781 $ 167,165

========================================================================

Net income per share $ 0.43 $ 0.59 $ 0.78 $ 0.93 $ 1.11

========================================================================


1

EXHIBIT 13.1

[COVER]

[photo: Sign stating "AutoZone, Discount Auto Parts"]

1996

Annual Report

2

COMPANY DESCRIPTION
AutoZone is the nation's leading retail auto parts chain. We sell a broad line

of replacement parts, accessories, chemicals and motor oil.
With 1,423 stores in 27 states, we operate more stores than any auto parts

retailer in America, And on average, we put our mark on a new store nearly every

day.
Our primary customers are do-it-yourselfers who repair their cars out of

economic necessity. We also sell and deliver parts to professional repair shops

who install them on their customers' cars. The first AutoZone opened in Forrest

City, Arkansas, on July 4, 1979. Now more than 17 years later, we still

attribute much of our success to our unwavering commitment to customer

satisfaction. And as a constant reminder of that commitment, we start every

company meeting with the AutoZone pledge:
AutoZoners always put customers first.

We know our parts and products.

Our stores look great.

And we've got the best merchandise at the right price.
3
FINANCIAL HIGHLIGHTS
1   2   3   4   5   6

Related:

Securities and exchange commission iconNeither the Securities and Exchange Commission nor any state securities...

Securities and exchange commission iconNeither the securities and exchange commission nor any state securities...

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission

Securities and exchange commission iconSecurities and exchange commission




manual


When copying material provide a link © 2017
contacts
manual-guide.com
search