AUTOZONE INC
10-Q/A, 1998-07-02
AUTO & HOME SUPPLY STORES
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                               FORM 10-Q/A

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549

[X]   Quarterly report pursuant to section 13 or 15(d) of the Securities
Exchange Act of 1934
    For the quarterly period ended May 9, 1998, or

[ ]   Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
    For the transition period from _______ to ________.

Commission file number 1-10714

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

           Nevada                                   62-1482048
(State or other jurisdiction of                  (I.R.S.Employer
incorporation or organization)                   Identification No.)

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

                              (901) 495-6500
            Registrant's telephone number, including area code

                             (not applicable)
 Former name, former address and former fiscal year, if changed since last
                                  report.

    Indicate by check mark whether the registrant (1) has filed all reports
required  to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during  the  preceding  12 months (or for such shorter periods that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.  Yes  [X]   No  [ ]

                   APPLICABLE ONLY TO CORPORATE ISSUERS

  Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practical date.

  Common Stock, $.01 Par Value - 152,734,031 shares as of June 19, 1998.
  
<PAGE>

NOTE: This Form 10-Q/A is being filed solely to restate the Financial Data
Schedules which relate to financial information of the Registrant which has 
been restated for the purpose of conforming to Financial Accounting Standard 
No. 128 and Rule 601(c) of Regulation S-K.

<PAGE>

Item 6. Exhibits and Reports on Form 8-K

  (a) Exhibits

      The following exhibits are filed as part of this report:

      3.1 Articles  of  Incorporation  of AutoZone, Inc.  Incorporated  by
reference to Exhibit 3.1 to the Form 10-K  for the fiscal year ended August
27, 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 for
the fiscal year ended August 27, 1994.

      3.3 By-laws  of  AutoZone, Inc.  Incorporated by reference to Exhibit
3.2 to the Registration Statement filed by the Company under the Securities
Act of 1933 (No. 33-45649) (the February 1992 Form S-1.)

      4.1 Form of Common  Stock  Certificate.  Incorporated by reference to
Exhibit 4.1 to Pre-Effective Amendment No. 2 to the February 1992 Form S-1.

     *4.2 Registration Rights Agreement,  by  and among AutoZone,  Inc. and
J. Dale Dawson and Judith S. Dawson dated May 1, 1998. 

     *10.1 Credit Agreement dated as of February  23,  1998 among AutoZone,
Inc. the several lenders from time to time party thereto,  and NationsBank,
N.A. as Agent and Suntrust Bank, Nashville, N.A. as Documentation Agent.

     *27.1 Financial Data Schedule (SEC Use Only) Incorporated by reference
to the Exhibit 27.1 of the Form 10-Q for the quarter ended May 9, 1998.      
      
     *27.2 Restated Financial Data Schedule (SEC Use Only)
      
      27.3 Restated Financial Data Schedule (SEC Use Only)
      
*Exhibit previously filed with the Form 10-Q dated June 23, 1998.


  (b) Reports on Form 8-K
  
      None


<PAGE>

                                SIGNATURES

  Pursuant to the requirements 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/ Michael E. Butterick
                            ------------------------
                         Michael E. Butterick
                         Vice President, Controller-Customer Satisfaction
                         (Principal Accounting Officer)

Dated: July 2, 1998
<PAGE>


                               EXHIBIT INDEX

      3.1 Articles  of  Incorporation  of AutoZone, Inc.   Incorporated  by
reference to Exhibit 3.1 to the Form 10-K  for the fiscal year ended August
27, 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 for
the fiscal year ended August 27, 1994.

      3.3 By-laws  of  AutoZone, Inc.  Incorporated by reference to Exhibit
3.2 to the Registration Statement filed by the Company under the Securities
Act of 1933 (No. 33-45649) (the February 1992 Form S-1.)

      4.1 Form of Common  Stock  Certificate.  Incorporated by reference to
Exhibit 4.1 to Pre-Effective Amendment No. 2 to the February 1992 Form S-1.

     *4.2 Registration Rights Agreement,  by  and among AutoZone,  Inc. and
J. Dale Dawson and Judith S. Dawson dated May 1, 1998. 

     *10.1 Credit Agreement dated as of February  23,  1998 among AutoZone,
Inc. the several lenders from time to time party thereto,  and NationsBank,
N.A. as Agent and Suntrust Bank, Nashville, N.A. as Documentation Agent.

     *27.1 Financial Data Schedule (SEC Use Only) Incorporated by reference
to the Exhibit 27.1 of the Form 10-Q for the quarter ended May 9, 1998.      
      
     *27.2 Restated Financial Data Schedule (SEC Use Only)
      
      27.3 Restated Financial Data Schedule (SEC Use Only)

*Exhibit previously filed with the Form 10-Q dated June 23, 1998.





<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This Schedule contains summary financial information extracted from the
financial statements for the quarters ended August 31, 1996, November 23, 1997,
August 30, 1997, and November 22, 1997 and is qualified in its entirety by
reference to such financial statements.
</LEGEND>
<RESTATED> 
<MULTIPLIER> 1000
       
<S>                             <C>                     <C>                     <C>                     <C>
<PERIOD-TYPE>                   YEAR                   3-MOS                   YEAR                   3-MOS
<FISCAL-YEAR-END>                          AUG-31-1996             AUG-30-1997             AUG-30-1997             AUG-29-1998
<PERIOD-END>                               AUG-31-1996             NOV-23-1996             AUG-30-1997             NOV-22-1997
<CASH>                                            3904                    3878                    4668                    4365
<SECURITIES>                                         0                       0                       0                       0
<RECEIVABLES>                                    15466                   18280                   18713                   22384
<ALLOWANCES>                                         0                       0                       0                       0
<INVENTORY>                                     555894                  610480                  709446                  724859
<CURRENT-ASSETS>                                613097                  676717                  778802                  796923
<PP&E>                                         1061166                 1115282                 1336911                 1419667
<DEPRECIATION>                                  198292                  215531                  255783                  287646
<TOTAL-ASSETS>                                 1498397                 1600410                 1884017                 1954275
<CURRENT-LIABILITIES>                           612878                  541134                  592452                  602902
<BONDS>                                              0                       0                       0                       0
                                0                       0                       0                       0
                                          0                       0                       0                       0
<COMMON>                                          1501                    1503                    1513                    1520
<OTHER-SE>                                      864081                  904985                 1073695                 1130246
<TOTAL-LIABILITY-AND-EQUITY>                   1498397                 1600410                 1884017                 1954275
<SALES>                                        2242633                  569145                 2691440                  675274
<TOTAL-REVENUES>                               2242633                  569145                 2691440                  675274
<CGS>                                          1307638                  328847                 1559296                  394833
<TOTAL-COSTS>                                  1307638                  328847                 1559296                  394833
<OTHER-EXPENSES>                                666061                  178400                  810793                  201793
<LOSS-PROVISION>                                     0                       0                       0                       0
<INTEREST-EXPENSE>                                1969                    1173                    8843                    2502
<INCOME-PRETAX>                                 266965                   60725                  312508                   76146
<INCOME-TAX>                                     99800                   22750                  117500                   28600
<INCOME-CONTINUING>                             167165                   37975                  195008                   47546
<DISCONTINUED>                                       0                       0                       0                       0
<EXTRAORDINARY>                                      0                       0                       0                       0
<CHANGES>                                            0                       0                       0                       0
<NET-INCOME>                                    167165                   37975                  195008                   47546
<EPS-PRIMARY>                                     1.13                     .25                    1.29                     .31
<EPS-DILUTED>                                     1.11                     .25                    1.28                     .31
        

</TABLE>


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