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AutoZone Board Amends Rights Agreement, Sets Date for Stockholder Meeting

10 October 2000

AutoZone Board Amends Rights Agreement, Sets Date for Stockholder Meeting

    MEMPHIS, Tenn., Oct. 10 AutoZone, Inc.
announced today that its board of directors has amended the company's
stockholder rights agreement.  The plan's expiration date has been changed to
October 20, 2000.  The board has determined the rights agreement and the
preferred share purchase rights it granted are not in the best interest of the
company at this time and has therefore taken this action.
    In addition, AutoZone has entered into an agreement with ESL Investments
and its affiliates in which ESL has agreed not to vote any shares acquired
after October 20, 2000, until after April 1, 2004, unless AutoZone's board
otherwise permits.
    Also, the board set the stockholder's meeting date for December 14, 2000.
All shareholders of record as of the close of business on October 17 are
entitled to vote at the meeting.
    AutoZone sells auto and light truck parts, chemicals and accessories
through 2,915 AutoZone stores in 42 states in the U.S. plus the District of
Columbia and 13 AutoZone stores in Mexico.  AutoZone also sells heavy-duty
truck parts through 49 TruckPro stores in 15 states, and automotive diagnostic
and repair software through ALLDATA and diagnostic and repair information
through alldatadiy.com.