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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________
SCHEDULE 13G
(Rule 13d-102)
INFORMATION STATEMENT PURSUANT TO RULES 13d-1 AND 13d-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)(1)
AUTOZONE, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
053332-10-2
(CUSIP Number)
(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
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CUSIP No. 053332-10-2 13G PAGE 2 OF 6 PAGES
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1. Names of Reporting Persons
S.S. or I.R.S. Identification No. of Above Persons
KKR ASSOCIATES, L.P.
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2. Check the Appropriate Box if a Member of a Group (a) [ ]
(b) [ ]
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3. SEC Use Only
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4. Citizenship or Place of Organization
NEW YORK
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5. Sole Voting Power
Number of 9,680,894
Shares --------------------------------------------------------
Beneficially 6. Shared Voting Power
Owned By 10,227,594
Each --------------------------------------------------------
Reporting 7. Sole Dispositive Power
Person With 9,680,894
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8. Shared Dispositive Power
10,227,594
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
19,908,488
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10. Check Box if the Aggregate Amount in Row (9) Excludes Certain
Shares [ ]
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11. Percent of Class Represented by Amount in Row (9)
13.2%
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12. Type of Reporting Person
PN
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ITEM 1.
(A) NAME OF ISSUER:
AutoZone, Inc.
(B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
123 Front Street
Memphis, Tennessee 38103
ITEM 2.
(A) NAME OF PERSON FILING:
KKR Associates, L.P.
(B) ADDRESS OF PRINCIPAL BUSINESS OFFICE:
9 West 57th Street
New York, New York 10019
(C) CITIZENSHIP:
New York
(D) TITLE OF CLASS OF SECURITIES:
Common Stock, par value $.01 per share
(E) CUSIP NUMBER:
053332-10-2
ITEM 3. Not applicable
ITEM 4. OWNERSHIP
(A) AMOUNT BENEFICIALLY OWNED:
As of December 31, 1996, KKR Associates, L.P.,
a New York limited partnership, was the record owner
of 9,680,894 shares of AutoZone, Inc. KKR Associates,
L.P. is the sole general partner of Pittco Associates,
L.P., a Delaware limited partnership, Pittco
Associates II, L.P., a Delaware limited partnership,
and KKR Partners II, L.P., a Delaware limited
partnership, in which capacity it may be deemed to be
the beneficial owner of the shares of AutoZone, Inc.
common stock beneficially owned by Pittco Associates,
L.P., Pittco Associates II, L.P. and KKR Partners II,
L.P. As of December 31, 1996, (i) Pittco Associates,
L.P. was the record owner of 9,387,317 shares of
common stock of AutoZone, Inc.; (ii) Pittco Associates
II, L.P. was the record owner of 708,227 shares of
common stock of AutoZone, Inc.; and (iii) KKR Partners
II, L.P. was the record owner of 132,050 shares of
common stock of AutoZone, Inc.
Page 3 of 6 pages
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Henry R. Kravis, George R. Roberts, Paul E. Raether, Robert I.
MacDonnell, Michael W. Michelson, James H. Greene, Jr.,
Michael T. Tokarz, Edward A. Gilhuly, Perry Golkin, Clifton S.
Robbins and Scott Stuart are the general partners of KKR
Associates, L.P., and Messrs. Kravis and Roberts are also the
members of the Executive Committee of KKR Associates, L.P.,
and in such capacity may be deemed to share beneficial
ownership of any shares of common stock of AutoZone, Inc.
beneficially owned or deemed to be beneficially owned by KKR
Associates, L.P., but disclaim any such beneficial ownership.
(B) PERCENT OF CLASS:
13.2%
(C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or direct the vote:
9,680,894
(ii) Shared power to vote or to direct the vote:
10,227,594
(iii) Sole power to dispose or to direct the disposition
of:
9,680,894
(iv) Shared power to dispose or to direct the disposition
of:
10,227,594
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
Page 4 of 6 pages
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ITEM 10. CERTIFICATION
Not applicable.
Page 5 of 6 pages
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: February 13, 1997
KKR ASSOCIATES, L.P.
By: /s/ Edward A. Gilhuly
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Name: Edward A. Gilhuly
Title: General Partner
Page 6 of 6 pages
