
<PAGE>   1
 
   
    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 8, 1998
    
                                                      REGISTRATION NO. 333-67231
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
 
                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
                           -------------------------
 
   
                                AMENDMENT NO. 2
    
                                       TO
                                    FORM S-1
                           -------------------------
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                           -------------------------
 
                              CSK AUTO CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
                           -------------------------
 
<TABLE>
<S>                      <C>                      <C>
       DELAWARE                   5531                  86-0765798
    (STATE OR OTHER         (PRIMARY STANDARD        (I.R.S. EMPLOYER
     JURISDICTION              INDUSTRIAL         IDENTIFICATION NUMBER)
  OF INCORPORATION OR      CLASSIFICATION CODE
     ORGANIZATION)               NUMBER)
</TABLE>
 
<TABLE>
<S>                                                     <C>
               645 E. MISSOURI AVENUE                                    MAYNARD L. JENKINS
               PHOENIX, ARIZONA 85012                                  645 E. MISSOURI AVENUE
                   (602) 265-9200                                      PHOENIX, ARIZONA 85012
    (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE                            (602) 265-9200
    NUMBER, INCLUDING AREA CODE, OF REGISTRANT'S              (NAME, ADDRESS, INCLUDING ZIP CODE, AND
            PRINCIPAL EXECUTIVE OFFICES)                       TELEPHONE NUMBER, INCLUDING AREA CODE,
                                                                       OF AGENT FOR SERVICE)
</TABLE>
 
                           -------------------------
 
                          COPIES OF COMMUNICATIONS TO:
 
<TABLE>
<S>                                                     <C>
               RICHARD M. RUSSO, ESQ.                                   JEFFREY SMALL, ESQ.
            GIBSON, DUNN & CRUTCHER LLP                             DEANNA L. KIRKPATRICK, ESQ.
               1801 CALIFORNIA STREET                                  DAVIS POLK & WARDWELL
                     SUITE 4100                                         450 LEXINGTON AVENUE
               DENVER, COLORADO 80202                                 NEW YORK, NEW YORK 10017
                   (303) 298-5700                                          (212) 450-4000
             (FACSIMILE) (303) 296-5310                              (FACSIMILE) (212) 450-4800
</TABLE>
 
                           -------------------------
 
        APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
 
  As soon as practicable after this Registration Statement becomes effective.
 
    If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
 
    If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]  _________
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]  _________
 
    If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]  _________
 
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
check the following box. [ ]
                           -------------------------
 
    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON
SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY
DETERMINE.
 
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>   2
 
                                    PART II
 
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 13.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
     The registrant's expenses in connection with this Offering are set forth
below. All amounts except the Securities and Exchange Commission registration
fee, the NASD filing fee and the NYSE listing fee are estimated.
 
<TABLE>
<S>                                                           <C>
Securities and Exchange Commission registration fee.........  $ 60,775
NASD filing fee.............................................    22,631
Printing expenses...........................................   150,000
Accounting fees and expenses................................   100,000
Legal fees and expenses.....................................   200,000
Miscellaneous...............................................    66,594
                                                              --------
          Total.............................................  $600,000
                                                              ========
</TABLE>
 
ITEM 14.  INDEMNIFICATION OF DIRECTORS AND OFFICERS
 
     Section 145 of the Delaware General Corporation Law (the "DGCL") makes
provisions for the indemnification of officers and directors of corporations in
terms sufficiently broad to indemnify the officers and directors of the
registrant under certain circumstances from liabilities (including reimbursement
of expenses incurred) arising under the Securities Act of 1933, as amended (the
"Securities Act").
 
     As permitted by the DGCL, the registrant's Amended and Restated Certificate
of Incorporation, as amended (the "Charter"), provides that, to the fullest
extent permitted by the DGCL, no director shall be liable to the registrant or
to its stockholders for monetary damages for breach of his fiduciary duty as a
director. Delaware law does not permit the elimination of liability (i) for any
breach of the director's duty of loyalty to the registrant or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) in respect of certain unlawful
dividend payments or stock redemptions or repurchases, or (iv) for any
transaction from which the director derives an improper personal benefit. The
effect of this provision in the Charter is to eliminate the rights of the
registrant and its stockholders (through stockholders' derivative suits on
behalf of the registrant) to recover monetary damages against a director for
breach of fiduciary duty as a director thereof (including breaches resulting
from negligent or grossly negligent behavior) except in the situations described
in clauses (i)-(iv), inclusive, above. These provisions will not alter the
liability of directors under federal securities laws.
 
     In addition, the Charter provides that the registrant may indemnify any
person who was or is a party or who was or is threatened to be made a party to
or is otherwise involved in any threatened, pending or completed action, suit or
proceeding (including, without limitation, one by or in the right of the
registrant to procure judgment in its favor), whether civil, criminal,
administrative or investigative, by reason of the fact the he or she is or was a
director, officer, employee or agent of the registrant or is or was serving at
the request of the registrant as a director, officer, employee or agent of any
other corporation or enterprise, from and against any
 
                                      II-1
<PAGE>   3
 
and all expenses (including attorney's fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by such person. The Charter also
provides that the indemnification provided in the Charter shall not be deemed
exclusive of any other rights to which the indemnified party may be entitled and
that the registrant may maintain insurance, at its expense, to protect itself
and any director, officer, employee or agent of the registrant or any other
corporation or enterprise against expense liability or loss whether or not the
Registrant would have the power to indemnify such person against such expense,
liability or loss under the DGCL or under the Charter.
 
     The registrant's Amended and Restated By-Laws (the "Bylaws") provide that
the registrant may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the registrant) by reason of the fact that he is
or was a director, officer, employee or agent of the registrant or is or was
serving at the request of the registrant as a director, officer, employee or
agent of any other corporation or enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by such person in connection with such action, suit or
proceeding if such person acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the registrant, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe such person's conduct was unlawful.
 
     The Bylaws also provide that the registrant may indemnify any person who
was or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in the right of the registrant to procure
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against expenses (including attorneys' fees)
actually and reasonably incurred by such person in connection with the defense
or settlement of such action or suit if such person acted under similar
standards, except that no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to be liable to
the registrant unless and only to the extent that the Court of Chancery of the
State of Delaware or the court in which such action or suit was brought shall
determine that despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to be
indemnified for such expenses which the Court of Chancery of the State of
Delaware or the court in which such action was brought shall deem proper.
 
     The Bylaws also provide that to the extent a director or officer of the
registrant has been successful in the defense of any action, suit or proceeding
referred to in the previous paragraphs or in the defense of any claim, issue, or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith and that
indemnification provided for in the Bylaws shall not be deemed exclusive of any
other rights to which the indemnified party may be entitled.
 
                                      II-2
<PAGE>   4
 
ITEM 15.  RECENT SALES OF UNREGISTERED SECURITIES
 
     The registrant has not issued or sold securities within the past three
years pursuant to offerings that were not registered under the Securities Act,
except as follows:
 
          (a) On October 30, 1996, the registrant converted all of its issued
     and outstanding shares of common stock into 427,836 (7,318,135 giving
     effect to the 17.105-for-1 stock split (the "Stock Split")) shares of Class
     A Common Stock, 77,164 (1,319,890 giving effect to the Stock Split) shares
     of Class C Common Stock, 5,000 (85,525 giving effect to the Stock Split)
     shares of Class D Common Stock and 100 (1,710 giving effect to the Stock
     Split) shares of Class F Common Stock.
 
          (b) On October 30, 1996, the registrant issued and sold 490,000
     (8,381,450 giving effect to the Stock Split) shares of Class E Common Stock
     to Cantrade Trust Company Limited, in its capacity as trustee of the Carmel
     Trust, at approximately $206 ($12.04 giving effect to the Stock Split) per
     share, or an aggregate offering price of approximately $100,940,000.
 
          (c) On October 30, 1996, the registrant issued and sold a Class A
     Stock Purchase Warrant to Investcorp Bank E.C. for $10.00.
 
          (d) On October 30, 1996, the registrant issued and sold $10,000,000
     aggregate principal amount of 12% Subordinated Series A Notes due October
     31, 2008 to TransAtlantic Finance, Ltd.
 
          (e) On October 30, 1996, the registrant issued and sold $40,000,000
     aggregate principal amount of 12% Subordinated Series B Notes due October
     31, 2008 to Southwest Finance, Ltd. In connection with this transaction, a
     $4,000,000 fee was paid to Southwest Finance, Ltd.
 
          (f) On December 8, 1997, the registrant issued and sold approximately
     54,498 (932,181 giving effect to the Stock Split) shares of Class C Common
     Stock to South Bay Limited at approximately $206 ($12.04 giving effect to
     the Stock Split) per share, or an aggregate offering price of approximately
     $11,226,588. In connection with this transaction, a $1,000,000 equity
     placement fee was paid to Investcorp Bank E.C.
 
          (g) On December 8, 1997, the registrant issued and sold approximately
     52,360 (895,618 giving effect to the Stock Split) shares of Class E Common
     Stock to Transatlantic Finance, Inc. at approximately $206 ($12.04 giving
     effect to the Stock Split) per share, or an aggregate offering price of
     approximately $10,786,160.
 
          (h) On various dates from October 30, 1996 through November 2, 1997,
     pursuant to the registrant's 1996 Associate Stock Option Plan and the
     registrant's 1996 Executive Stock Option Plan (collectively, and as amended
     from time to time, the "Plans"), the Company awarded to key employees of
     CSK Auto, Inc. non-qualified incentive stock options, exercisable in whole
     or in part at approximately $206 ($12.04 giving effect to the Stock Split)
     per share, to purchase an aggregate of 52,691 (901,279 giving effect to the
     Stock Split) shares of Class B Common Stock ("Class B Shares"). On the
     closing of the registrant's initial public offering, each option became
     exercisable for an identical number of
 
                                      II-3
<PAGE>   5
 
     shares of common stock to the number of Class B Shares for which it was
     exercisable prior to the offering, at the same price per share.
 
          (i) On various dates from November 3, 1997 through February 16, 1998,
     pursuant to the 1996 Executive Stock Option Plan, the registrant issued
     additional non-qualified incentive stock options, exercisable in whole or
     in part at approximately $206 ($12.04 giving effect to the Stock Split) per
     share, to purchase 99 (1,693 giving effect to the Stock Split) Class B
     Shares. On the closing of the registrant's initial public offering, each
     option became exercisable for an identical number of shares of common stock
     as the number of Class B Shares for which it was exercisable prior to the
     offering, at the same price per share.
 
   
          (j) On various dates from November 3, 1997 through February 16, 1998,
     pursuant to the 1996 Associate Stock Option Plan, the registrant issued
     additional non-qualified incentive stock options, exercisable in whole or
     in part at approximately $342 ($20.00 giving effect to the Stock Split) per
     share, to purchase 4,689 (80,205 giving effect to the Stock Split) Class B
     Shares. On the closing of the registrant's initial public offering, each
     option became exercisable for an identical number of shares of common stock
     as the number of Class B Shares for which it was exercisable prior to the
     offering, at the same price per share.
    
 
          (k) In connection with the execution of his employment agreement in
     November 1996, the registrant granted James Bazlen an option exercisable in
     whole or in part at a price of approximately $206 ($12.04 giving effect to
     the Stock Split) per share for 17,500 (299,337 giving effect to the Stock
     Split) shares of Class B Stock. On the closing of the registrant's initial
     public offering, each option became exercisable for an identical number of
     shares of common stock as the number of Class B Shares for which it was
     exercisable prior to the offering, at the same price per share.
 
          (l) In connection with the execution of his employment agreement in
     January 1997, the registrant granted Maynard Jenkins an option exercisable
     in whole or in part at a price of approximately $206 ($12.04 giving effect
     to the Stock Split) per share for 23,500 (401,967 giving effect to the
     Stock Split) shares of Class B Stock. On the closing of the registrant's
     initial public offering, each option became exercisable for an identical
     number of shares of common stock as the number of Class B Shares for which
     it was exercisable prior to the offering, at the same price per share.
 
          (m) In December 1997, 22 members of the registrant's management
     purchased an aggregate of 10,559 (180,600 giving effect to the Stock Split)
     Class B Shares at a price of approximately $206 ($12.04 giving effect to
     the Stock Split) per share, or an aggregate offering price of approximately
     $2,175,154, pursuant to Management Stock Purchase Agreements. These
     individuals received secured loans from the registrant pursuant to its 1997
     Stock Loan Program in an aggregate amount equal to the purchase price of
     4,943 (84,550 giving effect to the Stock Split) Class B Shares, or an
     aggregate principal amount of approximately $1,018,258. At the time of
     these purchases, the registrant agreed to grant one non-qualified stock
     option exercisable in whole or in part at approximately $206 ($12.04 giving
     effect to the Stock Split) in respect of each Class B Share, purchased
     without the benefit of the 1997 Stock Loan Program, to such purchasers, for
     a total of 5,616 (96,061
 
                                      II-4
<PAGE>   6
 
giving effect to the Stock Split) Class B Shares. On the closing of the
registrant's initial public offering, each option became exercisable for an
identical number of shares of common stock as the number of Class B Shares for
which it was exercisable prior to the offering, at the same price per share.
 
          (n) In February 1998, the registrant granted Maynard Jenkins an
     option, exercisable in whole or in part at a price of approximately $206
     ($12.04 giving effect to the Stock Split) per share for 2,335 (39,940
     giving effect to the Stock Split) shares of Class B Stock. On the closing
     of the registrant's initial public offering, each option became exercisable
     for an identical number of shares of common stock as the number of Class B
     Shares for which it was exercisable prior to the offering, at the same
     price per share.
 
          (o) In February 1998, the registrant granted Maynard Jenkins an
     option, exercisable in whole or in part at a price of approximately $342
     ($20.00 giving effect to the Stock Split) per share for 12,665 (216,634
     giving effect to the Stock Split) shares of Class B Stock. On the closing
     of the registrant's initial public offering, each option became exercisable
     for an identical number of shares of common stock as the number of Class B
     Shares for which it was exercisable prior to the offering, at the same
     price per share.
 
     The transaction set forth in paragraph (a) above was undertaken in reliance
upon the exemption from the registration requirements of the Securities Act
afforded by Section 3(a)(9) thereof. The transactions set forth in paragraphs
(b) through (g) above were undertaken in reliance upon the exemption from the
registration requirements of the Securities Act afforded by Section 4(2) thereof
and/or Regulation D promulgated thereunder, as sales not involving a public
offering. The transactions set forth in paragraphs (h) through (o) above were
undertaken in reliance upon the exemption from the registration requirements of
the Securities Act afforded by Rule 701 promulgated under the Securities Act, as
sales by an issuer to employees, directors, officers, consultants or advisors
pursuant to written compensatory benefit plans or written contracts relating to
the compensation of such persons. The purchasers of the securities described
above acquired them for their own account and not with a view to any
distribution thereof to the public. The certificates evidencing the securities
bear legends stating that the shares may not be offered, sold or transferred
other than pursuant to an effective registration statement under the Securities
Act or an exemption from such registration requirements. The registrant believes
that exemptions other than those specified above may exist with respect to the
transactions set forth above. On September 15, 1998, the registrant filed a
registration statement on Form S-8 to register the issuance of shares of common
stock pursuant to the exercise of options granted in the transactions described
in paragraphs (h) through (j) and (m) above.
 
                                      II-5
<PAGE>   7
 
ITEM 16.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 
     (a) Exhibits:
 
   
<TABLE>
<CAPTION>
 EXHIBIT
  NUMBER                      DESCRIPTION OF EXHIBITS
<S>         <C>
 1.01       Form of Underwriting Agreement.
 3.01***    Restated Certificate of Incorporation of the Company.
 3.02***    Certificate of Correction to the Restated Certificate of
            Incorporation of the Company.
 3.03***    Amended and Restated By-laws of the Company.
 4.01*      Indenture, dated as of October 30, 1996, by and among CSK
            Auto, Inc. ("Auto"), Kragen Auto Supply Co., Schuck's
            Distribution Co. and The Bank of New York (as successor to
            Wells Fargo Bank, N.A.), as Trustee, including form of Note.
 4.02**     Amended and Restated Credit Agreement, dated as of December
            8, 1997, among Auto, the several Lenders from time to time
            parties thereto, The Chase Manhattan Bank, as administrative
            agent for the Lenders, and Lehman Commercial Paper Inc., as
            documentation agent for the Lenders and Chase Securities
            Inc., as arranger.
 4.03**     Form of Common Stock certificate.
 5.01       Opinion of Gibson, Dunn & Crutcher LLP.
10.01****   Amended and Restated Employment Agreement, dated as of June
            12, 1998, between Auto and James Bazlen.
10.02++     Stock Option Agreement, dated November 1, 1996, between the
            Company and James Bazlen.
10.03*      Amended and Restated Participation Agreement, dated June 19,
            1996, between Auto and James Bazlen.
10.04****   Amended and Restated Employment Agreement, dated as of June
            12, 1998, between Auto and Maynard Jenkins.
10.05**     Promissory Note of Maynard Jenkins, dated December 21, 1997.
10.06**     Stock Pledge Agreement between the Company and Maynard
            Jenkins, dated December 21, 1997.
10.07.1**   Stock Acquisition Agreement, dated January 27, 1997, among
            Maynard Jenkins, Auto and the Company.
10.07.2     Form of First Amendment to Stock Acquisition Agreement.
10.08++     Stock Option Agreement, dated January 27, 1997, between the
            Company and Maynard Jenkins.
10.09**     Stock Option Agreement, dated February 1, 1998, between the
            Company and Maynard Jenkins.
10.10**     Stock Option Agreement, dated March 9, 1998, between the
            Company and Maynard Jenkins.
10.11++     Restated 1996 Associate Stock Option Plan.
</TABLE>
    
 
                                      II-6
<PAGE>   8
 
   
<TABLE>
<CAPTION>
 EXHIBIT
  NUMBER                      DESCRIPTION OF EXHIBITS
<S>         <C>
10.12++     Restated 1996 Executive Stock Option Plan.
10.13*      1996 General and Administrative Staff Incentive Compensation
            Plan.
10.14****   CSK Auto Corporation Directors Stock Plan.
10.15       Form of Restricted Stock Agreement, dated as of June 12,
            1998, between the Company and John F. Antioco.
10.16       Form of Restricted Stock Agreement, dated as of October 7,
            1998, between the Company and Morton Godlas.
10.17*      Real Estate Financing Agreement, dated as of October 30,
            1996, between Cantrade Trust Company Limited, in its
            capacity as trustee of The Carmel Trust, and Auto.
10.18*      Amended and Restated Lease, dated October 23, 1989 (the
            'Missouri Falls Lease'), between Auto and Missouri Falls
            Associates Limited Partnership.
10.19*      First Amendment to the Missouri Falls Lease, dated November
            22, 1991, between Auto and Missouri Falls Associates Limited
            Partnership.
10.20*      Amendment to Leases, dated as of October 30, 1996, by and
            between Missouri Falls Associates Limited Partnership and
            Auto.
10.21*      Financing Advisory Agreement, dated October 30, 1996,
            between Auto and Investcorp International Inc.
10.22*      Financial Advisory Services Letter Agreement, dated October
            30, 1996, between Auto and Investcorp International Inc.
10.23*      Standby Loan Commitment Letter Agreement, dated October 30,
            1996, between Auto and Invifin S.A.
10.24*      Agreement for Management Advisory, Strategic Planning and
            Consulting Services, dated October 30, 1996, between Auto
            and Investcorp International Inc.
10.25*      Stockholders' Agreement, dated October 30, 1996, by and
            among the Initial Investcorp Group, Cantrade Trust Company
            Limited in its capacity as trustee of The Carmel Trust, the
            Company and Auto.
10.25.1**   Form of Supplemental Stockholders' Agreement Signature Page.
10.25.2     Amendment to the Stockholders' Agreement, dated June 12,
            1998.
10.25.3     Form of Letter Agreement re: Stockholders' Agreement.
10.26*      Stock Purchase Agreement, dated September 29, 1996.
10.27**     Senior Executive Stock Loan Plan.
10.28**     Form of Stock Purchase Agreement.
16.01**     Letter of Price Waterhouse LLP re: Change in Certifying
            Accountant.
21.01++     Subsidiaries of the Company.
</TABLE>
    
 
                                      II-7
<PAGE>   9
 
   
<TABLE>
<CAPTION>
 EXHIBIT
  NUMBER                      DESCRIPTION OF EXHIBITS
<S>         <C>
23.01++     Consent of PricewaterhouseCoopers LLP.
23.02       Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit
            5.01).
24.01++     Powers of Attorney (included on Signature Pages of
            Registration Statement).
</TABLE>
    
 
------------------------------
   + To be filed by amendment.
 
  ++ Previously filed.
 
   * Incorporated herein by reference to CSK Auto, Inc.'s Registration Statement
     on Form S-4 (File No. 333-22511).
 
  ** Incorporated herein by reference to the Company's Registration Statement on
     Form S-1 (File No. 333-43211).
 
 *** Incorporated herein by reference to the Company's Annual Report on Form
     10-K, filed on May 4, 1998 (Reg. No. 001-13927).
 
**** Incorporated herein by reference to the Company's Quarterly Report on Form
     10-Q, filed on September 11, 1998 (Reg. No. 001-13927).
 
     (b) Financial Statement Schedule for the three years ended February 1,
1998: Schedule II -- Valuation and Qualifying Accounts and reports of
independent accountants thereon.
 
     (c) Report, Opinion or Appraisal from an Outside Party: None applicable.
 
ITEM 17.  UNDERTAKINGS
 
     (a) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Securities Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
 
     (b) The undersigned registrant hereby undertakes that:
 
          (1) For purposes of determining any liability under the Securities
     Act, the information omitted from the form of prospectus filed as part of
     this registration statement in reliance upon Rule 430A and contained in a
     form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
     (4) or 497(h) under the Securities Act shall be deemed to be part of this
     registration statement as of the time it was declared effective.
 
          (2) For the purpose of determining any liability under the Securities
     Act, each post-effective amendment that contains a form of prospectus shall
     be deemed to be a new registration statement relating to the securities
     offered therein, and the offering of such securities at that time shall be
     deemed to be the initial bona fide offering thereof.
 
                                      II-8
<PAGE>   10
 
                                   SIGNATURES
 
   
     Pursuant to the requirements of the Securities Act of 1933, as amended, the
Company has duly caused this Amendment No. 2 to be signed on its behalf by the
undersigned, thereunto duly authorized, in Phoenix, Arizona, on December 8,
1998.
    
 
                                      CSK AUTO CORPORATION
 
                                      By: /s/ MAYNARD L. JENKINS
                                         ---------------------------------------
                                          Maynard L. Jenkins
                                          Chief Executive Officer
 
   
     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment No. 2 has been signed by the following persons in the capacities
indicated on December 8, 1998.
    
 
<TABLE>
<CAPTION>
NAME                                                         TITLE
<S>                                        <C>
 
/s/ MAYNARD L. JENKINS                     Chairman of the Board and Chief Executive
-----------------------------------------  Officer (Principal Executive Officer)
Maynard L. Jenkins
 
/s/ JAMES G. BAZLEN                        President, Chief Operating Officer and
-----------------------------------------  Director
James G. Bazlen
 
*                                          Director
-----------------------------------------
John F. Antioco
 
*                                          Director
-----------------------------------------
Morton Godlas
 
*                                          Director
-----------------------------------------
Jon P. Hedley
 
*                                          Director
-----------------------------------------
Edward G. Lord, III
 
*                                          Director
-----------------------------------------
Christopher J. O'Brien
 
*                                          Director
-----------------------------------------
Charles J. Philippin
</TABLE>
 
                                      II-9
<PAGE>   11
 
<TABLE>
<CAPTION>
NAME                                                         TITLE
<S>                                        <C>
*                                          Director
-----------------------------------------
Robert Smith
 
*                                          Director
-----------------------------------------
Christopher J. Stadler
 
*                                          Director
-----------------------------------------
Eddie Trump
 
*                                          Director
-----------------------------------------
Jules Trump
 
*                                          Director
-----------------------------------------
Savio W. Tung
 
/s/ DON W. WATSON                          Senior Vice President, Chief Financial
-----------------------------------------  Officer and Treasurer (Principal
Don W. Watson                              Financial Officer and Principal
                                           Accounting Officer)
 
*By: /s/ DON W. WATSON
     ------------------------------------
     Don W. Watson
     Attorney-in-fact
</TABLE>
 
                                      II-10
<PAGE>   12
 
                               INDEX OF EXHIBITS
 
   
<TABLE>
<CAPTION>
 EXHIBIT
  NUMBER                      DESCRIPTION OF EXHIBITS
<S>         <C>
 1.01       Form of Underwriting Agreement.
 3.01***    Restated Certificate of Incorporation of the Company.
 3.02***    Certificate of Correction to the Restated Certificate of
            Incorporation of the Company.
 3.03***    Amended and Restated By-laws of the Company.
 4.01*      Indenture, dated as of October 30, 1996, by and among CSK
            Auto, Inc. ("Auto"), Kragen Auto Supply Co., Schuck's
            Distribution Co. and The Bank of New York (as successor to
            Wells Fargo Bank, N.A.), as Trustee, including form of Note.
 4.02**     Amended and Restated Credit Agreement, dated as of December
            8, 1997, among Auto, the several Lenders from time to time
            parties thereto, The Chase Manhattan Bank, as administrative
            agent for the Lenders, and Lehman Commercial Paper Inc., as
            documentation agent for the Lenders and Chase Securities
            Inc., as arranger.
 4.03**     Form of Common Stock certificate.
 5.01       Opinion of Gibson, Dunn & Crutcher LLP.
10.01****   Amended and Restated Employment Agreement, dated as of June
            12, 1998, between Auto and James Bazlen.
10.02++     Stock Option Agreement, dated November 1, 1996, between the
            Company and James Bazlen.
10.03*      Amended and Restated Participation Agreement, dated June 19,
            1996, between Auto and James Bazlen.
10.04****   Amended and Restated Employment Agreement, dated as of June
            12, 1998, between Auto and Maynard Jenkins.
10.05**     Promissory Note of Maynard Jenkins, dated December 21, 1997.
10.06**     Stock Pledge Agreement between the Company and Maynard
            Jenkins, dated December 21, 1997.
10.07.1**   Stock Acquisition Agreement, dated January 27, 1997, among
            Maynard Jenkins, Auto and the Company.
10.07.2     Form of First Amendment to Stock Acquisition Agreement.
10.08++     Stock Option Agreement, dated January 27, 1997, between the
            Company and Maynard Jenkins.
10.09**     Stock Option Agreement, dated February 1, 1998, between the
            Company and Maynard Jenkins.
10.10**     Stock Option Agreement, dated March 9, 1998, between the
            Company and Maynard Jenkins.
10.11++     Restated 1996 Associate Stock Option Plan.
10.12++     Restated 1996 Executive Stock Option Plan.
10.13*      1996 General and Administrative Staff Incentive Compensation
            Plan.
10.14****   CSK Auto Corporation Directors Stock Plan.
</TABLE>
    
<PAGE>   13
 
   
<TABLE>
<CAPTION>
 EXHIBIT
  NUMBER                      DESCRIPTION OF EXHIBITS
<S>         <C>
10.15       Restricted Stock Agreement, dated as of June 12, 1998,
            between the Company and John F. Antioco.
10.16       Restricted Stock Agreement, dated as of October 7, 1998,
            between the Company and Morton Godlas.
10.17*      Real Estate Financing Agreement, dated as of October 30,
            1996, between Cantrade Trust Company Limited, in its
            capacity as trustee of The Carmel Trust, and Auto.
10.18*      Amended and Restated Lease, dated October 23, 1989 (the
            'Missouri Falls Lease'), between Auto and Missouri Falls
            Associates Limited Partnership.
10.19*      First Amendment to the Missouri Falls Lease, dated November
            22, 1991, between Auto and Missouri Falls Associates Limited
            Partnership.
10.20*      Amendment to Leases, dated as of October 30, 1996, by and
            between Missouri Falls Associates Limited Partnership and
            Auto.
10.21*      Financing Advisory Agreement, dated October 30, 1996,
            between Auto and Investcorp International Inc.
10.22*      Financial Advisory Services Letter Agreement, dated October
            30, 1996, between Auto and Investcorp International Inc.
10.23*      Standby Loan Commitment Letter Agreement, dated October 30,
            1996, between Auto and Invifin S.A.
10.24*      Agreement for Management Advisory, Strategic Planning and
            Consulting Services, dated October 30, 1996, between Auto
            and Investcorp International Inc.
10.25*      Stockholders' Agreement, dated October 30, 1996, by and
            among the Initial Investcorp Group, Cantrade Trust Company
            Limited in its capacity as trustee of The Carmel Trust, the
            Company and Auto.
10.25.1**   Form of Supplemental Stockholders' Agreement Signature Page.
10.25.2     Amendment to the Stockholders' Agreement, dated June 12,
            1998.
10.25.3     Form of Letter Agreement re: Stockholders' Agreement.
10.26*      Stock Purchase Agreement, dated September 29, 1996.
10.27**     Senior Executive Stock Loan Plan.
10.28**     Form of Stock Purchase Agreement.
16.01**     Letter of Price Waterhouse LLP re: Change in Certifying
            Accountant.
21.01++     Subsidiaries of the Company.
23.01++     Consent of PricewaterhouseCoopers LLP.
23.02       Consent of Gibson, Dunn & Crutcher LLP (included in Exhibit
            5.01).
24.01++     Powers of Attorney (included on Signature Pages of
            Registration Statement).
</TABLE>
    
 
------------------------------
   + To be filed by amendment.
 
  ++ Previously filed.
 
   * Incorporated herein by reference to CSK Auto, Inc.'s Registration Statement
     on Form S-4
     (File No. 333-22511).
 
  ** Incorporated herein by reference to the Company's Registration Statement on
     Form S-1 (File No. 333-43211).
<PAGE>   14
 
 *** Incorporated herein by reference to the Company's Annual Report on Form
     10-K, filed on May 4, 1998 (Reg. No. 001-13927).
 
**** Incorporated herein by reference to the Company's Quarterly Report on Form
     10-Q, filed on September 11, 1998 (Reg. No. 001-13927).
 
**** Incorporated herein by reference to the Company's Quarterly Report on Form
     10-Q, filed on September 11, 1998 (Reg. No. 001-13927).
