EXHIBIT 1.2
AUTOZONE, INC.
(a Nevada corporation)
Debt Securities
TERMS AGREEMENT
---------------
July 17, 1998
To: AutoZone, Inc.
000 Xxxxx Xxxxx Xxxxxx
Xxxxxxx, Xxxxxxxxx 00000
Ladies and Gentlemen:
We understand that AutoZone, Inc., a Nevada corporation (the "Company"),
proposes to issue and sell $200,000,000 aggregate principal amount of its senior
debt securities (the "Debt Securities (such securities also being hereinafter
referred to as the "Initial Underwritten Securities"). Subject to the terms and
conditions set forth or incorporated by reference herein, we the underwriters
named below (the "Underwriters") offer to purchase, severally and not jointly,
the principal amount of Underwritten Securities opposite their names set forth
below at the purchase price set forth below.
$200,000,000
Underwriter of Initial Underwritten Securities
----------------------------------------------------------
Xxxxxxx Xxxxx & Co. $ 66,668,000
Xxxxxxxxx Lufkin & Xxxxxxxx
Securities Corporation 66,666,000
Xxxxxx Brothers Inc. 66,666,000
------------
Total $200,000,000
============
The Underwritten Securities shall have the following terms:
Debt Securities
---------------
Title: 6 1/2% Debentures due July 15, 2008
Rank: Senior
Ratings: Baa1/A-
Aggregate principal amount: $200,000,000
Denominations: $1,000 and any integral multiple thereof
Currency of payment: U.S. dollars
Interest rate or formula: 6 1/2%
Interest payment dates: Each January 15 and July 15
Regular record dates: January 1 and July 1
Stated maturity date: July 15, 2008
Redemption provisions: The Debentures are redeemable at the option of the
Company as described under the heading "Optional Redemption" on page 10 of
the base Prospectus, dated July 15, 1998
Sinking fund requirements: None
Conversion provisions: None
Listing requirements: None
Black-out provisions: None
Fixed or Variable Price Offering: Fixed Price Offering
If Fixed Price Offering, initial public offering price per share:
99.243% of the principal amount, plus accrued interest, if any, from the
date of issuance (July 22, 1998).
Form: Global note
Other terms and conditions: N/A
Closing date and location: July 22, 1998 at the offices of Xxxxx & Xxxx LLP,
Xxx Xxxxx Xxxxx Xxxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000
All of the provisions contained in the document attached as Annex I hereto
entitled "AUTOZONE, INC.-- Common Stock, Warrants to Purchase Common Stock,
Preferred Stock, Warrants to Purchase Preferred Stock, Depositary Shares, Debt
Securities, Warrants to Purchase Debt Securities and Units--Underwriting
Agreement" are hereby incorporated by reference in their entirety herein and
shall be deemed to be a part of this Terms Agreement to the same extent as if
such provisions had been set forth in full herein. Terms defined in such
document are used herein as therein defined.
Counsel to the Company will be required to deliver an opinion in the form
attached hereto.
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Please accept this offer no later than 4:00 o'clock P.M. (New York City
time) on July 17, 1998 by signing a copy of this Terms Agreement in the space
set forth below and returning the signed copy to us.
Very truly yours,
XXXXXXX LYNCH, PIERCE, XXXXXX & XXXXX
INCORPORATED
By: /s/ Xxxxxxx Xxxxx, Vice President
__________________________________
Authorized Signatory
Acting on behalf of itself and the other named
Underwriters.
Accepted:
AUTOZONE, INC.
By: /s/ Xxxxxx X. Xxxx
____________________________
Name: Xxxxxx X. Xxxx
Title: Executive Vice President
By: /s/ Xxxxx X. Xxxxxxxxx
____________________________
Name: Xxxxx X. Xxxxxxxxx
Title: Senior Vice President
and Secretary
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