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AutoZone Announces Successful Tender Offer

24 August 1998

AutoZone Announces Successful Tender Offer For Chief Auto Parts 10 1/2% Senior Notes Due 2005

    MEMPHIS, Tenn., Aug 21 -- AutoZone, Inc.
announced today that it has successfully completed its Offer to Purchase and
Solicitation of Consents related to the 10 1/2% Senior Notes due 2005 of its
wholly-owned subsidiary Chief Auto Parts Inc. As of 5 p.m., New York City
time, August 21, 1998, the scheduled expiration time and date, AutoZone had
received valid tenders of $124,632,000 aggregate principal amount of the Notes
and a notice of guaranteed delivery with respect to $17,000 aggregate
principal amount of Notes. Assuming a settlement date of August 26, 1998, the
purchase price to be paid for each $1,000 principal amount of Notes tendered
will be $1,147.03 plus accrued interest up to but not including the settlement
date. Also, those holders who validly tendered their Notes and delivered
consents prior to the expiration of the consent solicitation on August 7,
1998, will receive an additional $15 per $1,000 principal amount.
    In addition, pursuant to a provision of the Indenture governing the Notes,
upon a change in control of Chief Auto Parts, a Note holder may require that
Chief Auto Parts repurchase the holder's Notes at a price equal to 101% of the
principal value of the Notes repurchased, plus accrued and unpaid interest up
to but not including the repurchase date. The right to require Chief Auto
Parts to repurchase Notes under the change in control provision expired on
August 19, 1998. Under this change in control provision, holders have validly
tendered to Chief Auto Parts $540,000 aggregate principal amount of Notes.
After combining the aggregate principal amount of Notes tendered pursuant to
AutoZone's tender offer or for which notices of guaranteed delivery have been
received, and the amount tendered to Chief Auto Parts pursuant to the change
in control provision, an aggregate of $125,189,000 principal amount of Notes
have been or will be tendered, representing 96.3% of the total principal
amount of Notes outstanding.
    Merrill Lynch & Co. and Goldman, Sachs & Co. were the Dealer Managers for
the Offer and the Solicitation Agents for the Consent Solicitation. Beacon
Hill Partners was the Information Agent.
    AutoZone sells auto and light truck parts, chemicals and accessories in 38
states through 2,001 AutoZone stores as of May 9, 1998, plus 560 Chief stores
acquired June 29, 1998. AutoZone also sells heavy-duty truck parts through 43
TruckPro stores in 14 states and automotive diagnostic and repair software
through ALLDATA.