<PAGE>




                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                  SCHEDULE 13D

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934


                              CSK AUTO CORPORATION
--------------------------------------------------------------------------------
                                (Name of Issuer)

                     COMMON STOCK, PAR VALUE $0.01 PER SHARE
--------------------------------------------------------------------------------
                         (Title of Class of Securities)

                                    125965103
--------------------------------------------------------------------------------
                                 (CUSIP Number)

     E. Michael Greaney, Esq., Gibson, Dunn & Crutcher LLP, 200 Park Avenue,
                                  NY, NY 10166
--------------------------------------------------------------------------------
           (Name, Address and Telephone Number of Person Authorized to
                       Receive Notices and Communications)

                                February 26, 2002
--------------------------------------------------------------------------------
             (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this schedule 13D, and is filing this
schedule because of ss.ss. 240.13d-1(3), 240.13d-1(f) or 240.13d-1(g), check the
following box. / /

*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
CUSIP NO. 125965103               SCHEDULE 13D                   Page  2  of  29


CUSIP NO. 125965103                    13D                    Page 2 of 29 pages



1.    Name Of Reporting Person
      S.S. Or I.R.S. Identification No. Of Above Person

            Investcorp, S.A.

2.    Check The Appropriate Box If A Member Of A Group*

            a)    _______________________________

            b)    X______________________________

3.    SEC Use Only
                  -------------------------------

4.    Source of Funds (See Instructions) WC

5.    Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
      2(d) or 2(e) __

6.    Citizenship or Place of Organization  Luxembourg

7.    Number of Shares Beneficially Owned by Each Reporting Person With

            7.    Sole Voting Power              None

            8.    Shared Voting Power          5,363,347

            9.    Sole Dispositive Power         None

            10.   Shared Dispositive Power     5,363,347

11.   Aggregate Amount Beneficially Owned by Each Reporting Person 5,363,347

12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
      Instructions)

13.   Percent of Class Represented by Amount in Row (11)  14.97%

14.   Type of Reporting Person (See Instructions)  CO
<PAGE>
CUSIP NO. 125965103               SCHEDULE 13D                   Page  3  of  29


CUSIP NO. 125965103                    13D                    Page 3 of 29 pages


1.    Name Of Reporting Person
      S.S. Or I.R.S. Identification No. Of Above Person

            SIPCO Limited

2.    Check The Appropriate Box If A Member Of A Group*

            a)    _______________________________

            b)    X______________________________

3.    SEC Use Only
                  -------------------------------

4.    Source of Funds (See Instructions) WC

5.    Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
      2(d) or 2(e) __

6.    Citizenship or Place of Organization  Cayman Islands, B. W. I.

7.    Number of Shares Beneficially Owned by Each Reporting Person With

            7.    Sole Voting Power              None

            8.    Shared Voting Power          5,363,347

            9.    Sole Dispositive Power         None

            10.   Shared Dispositive Power     5,363,347

11.   Aggregate Amount Beneficially Owned by Each Reporting Person 5,363,347

12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
      Instructions)

13.   Percent of Class Represented by Amount in Row (11)  14.97%

14.   Type of Reporting Person (See Instructions)  CO
<PAGE>
CUSIP NO. 125965103               SCHEDULE 13D                   Page  4  of  29


CUSIP NO. 125965103                    13D                    Page 4 of 29 pages


1.    Name Of Reporting Person
      S.S. Or I.R.S. Identification No. Of Above Person

            Investcorp CSK Holdings L.P.

2.    Check The Appropriate Box If A Member Of A Group*

            a)    _______________________________

            b)    X______________________________

3.    SEC Use Only
                  -------------------------------

4.    Source of Funds (See Instructions) WC

5.    Check if Disclosure of Legal Proceedings Is Required Pursuant to Items
      2(d) or 2(e) __

6.    Citizenship or Place of Organization  Cayman Islands, B. W. I.

7.    Number of Shares Beneficially Owned by Each Reporting Person With

            7.    Sole Voting Power              None

            8.    Shared Voting Power          4,017,284

            9.    Sole Dispositive Power         None

            10.   Shared Dispositive Power     4,017,284

11.   Aggregate Amount Beneficially Owned by Each Reporting Person 4,017,284

12.   Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
      Instructions)

13.   Percent of Class Represented by Amount in Row (11)  11.21 %

14.   Type of Reporting Person (See Instructions)  PN
<PAGE>
CUSIP NO. 125965103               SCHEDULE 13D                   Page  5  of  29


ITEM 1. SECURITY AND ISSUER

      This Statement relates to the Common Stock, par value $0.01 per share (the
"Common Stock") of CSK Auto Corporation ("CSK" or the "Issuer"), which may be
acquired by Investcorp CSK Holdings L.P. ("CSK Holdings") upon conversion of the
7% Convertible Subordinated Debentures (the "Convertible Debentures") acquired
by CSK Holdings pursuant to a Securities Purchase Agreement dated as of December
7, 2001 by and among CSK and CSK Holdings and LBI Group Inc. (the "Securities
Purchase Agreement"). The possible issuance of these shares to CSK Holdings was
approved by the shareholders of CSK on February 26, 2002. The principal
executive offices of the Issuer are located at Suite 400, 645 E. Missouri
Avenue, Phoenix, Arizona 85012.

ITEM 2. IDENTITY AND BACKGROUND

For information with respect to the identity and background of each director and
executive officer of Investcorp, S.A. ("Investcorp"), SIPCO Limited ("Sipco")
and Investcorp CSK Holdings L.P. ("CSK Holdings"), see Exhibit A attached
hereto.

(a) Name of Person Filing:

      (i)   Investcorp S.A.
      (ii)  Sipco Limited
      (iii) Investcorp CSK Holdings L.P.

(b) Place of Organization

      (i)   Luxembourg
      (ii)  Cayman Islands, B.W.I.
      (iii) Cayman Islands, B.W.I.

(c) Principal Business

      (i) Investcorp S.A., through its subsidiaries, acts as a principal and
      intermediary in international investment transactions.

      (ii) Sipco is a passive holding company that has no operations and no
      employees.

      (iii) The sole business of Investcorp CSK Holdings L.P. is to hold (i)
      shares of Common Stock of CSK Auto Corporation, and (ii) the Convertible
      Debentures and the Make-Whole Warrants (as defined below) issued by CSK
      Auto Corporation.

(d) Address of Principal Business and Principal Office

      (i) Investcorp S.A., 34 rue Notre Dame, Luxembourg

      (ii) SIPCO Limited, West Wind Building, P.O. Box 1111, Harbour Drive,
      Grand Cayman, Cayman Islands, B.W.I.
<PAGE>
CUSIP NO. 125965103               SCHEDULE 13D                   Page  6  of  29


      (iii) Investcorp CSK Holdings L.P., West Wind Building, P.O. Box 1111,
      Harbour Drive, Grand Cayman, Cayman Islands B.W.I.

(e) Legal Proceedings

      During the last five years, none of the Reporting Persons, nor, to their
best knowledge, any person identified on Exhibit A, has (a) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
(b) been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which the Reporting Person or such person,
as the case may be, was or is subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.

ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

      The source of funds for the purchase of the Convertible Debentures was
working capital contributed to the capital of CSK Holdings by its partners. The
total purchase price for the Convertible Debentures and related warrants issued
in connection therewith (the "Make-Whole Warrants") was $30,000,000.

ITEM 4. PURPOSE OF TRANSACTION

      CSK issued the Convertible Debentures and the Make-Whole Warrants in order
to obtain funds to repay certain indebtedness. CSK Holdings acquired the
Convertible Debentures and the Make-Whole Warrants for itself for investment
purposes. Investcorp has provided to its clientele the opportunity to
participate in CSK Holdings investment in the Convertible Debentures and the
Make-Whole Warrants by purchasing nonvoting equity interests in CSK Holdings.

Other Plans or Proposals

      The Reporting Persons may from time to time acquire beneficial ownership
of additional Common Stock and may from time to time cease to have beneficial
ownership of Common Stock or of other equity or non-equity securities of CSK,
depending upon price, market conditions, availability of funds, evaluation of
alternative investments and other factors. Such acquisitions or dispositions may
result from investment decisions by Investcorp, from investment decisions by
Investcorp's wholly owned subsidiaries that indirectly manage the "Managed
Entities" (as defined below), from decisions by the ultimate beneficial owners
of the equity interests in CSK securities held by the Managed Entities to
directly or indirectly terminate or revoke the Management Agreements (as defined
below). Without limitation of the foregoing, the parties' intention generally is
to explore means to realize favorable returns upon their investment in the
Convertible Debentures, the Make-Whole Warrants and the Common Stock, as
applicable, and, accordingly, on an on-going basis, may seek, evaluate and/or
respond to offers to sell or otherwise dispose of the Convertible Debentures and
the Common Stock into which the Convertible Debentures and the Make-Whole
Warrants are convertible/exercisable (the "Conversion Shares") or the Common
Stock previously owned by them, either through open market or privately
negotiated transactions. Such transactions may include transfers of the
Convertible Debentures, the Make-Whole Warrants, the Conversion Shares or shares
of Common Stock to their ultimate beneficial owners, individual sales on behalf
of the ultimate beneficial owners, underwritten <PAGE> CUSIP NO. 125965103
SCHEDULE 13D Page 7 of 29


offerings of Conversion Shares or of Common Stock held by the Reporting Persons
on behalf of more than one of the ultimate beneficial owners thereof, and
dispositions through negotiated transactions that result in a third party's
acquisition of some or all of the Convertible Debentures, the Make-Whole
Warrants, the Conversion Shares or the Common Stock. The Reporting Persons
reserve the right to take any action with respect to CSK or any of its equity
securities or non-equity securities in any manner permitted by law.

ITEM 5. INTEREST IN SECURITIES OF ISSUER

      (a) (i) See Cover Page for Investcorp, Items 11 and 13. Investcorp does
not directly own any Convertible Debentures, Make-Whole Warrants or any shares
of Common Stock. The number of shares of Common Stock shown as beneficially
owned by Investcorp includes all of the shares beneficially owned by Investcorp
Investment Equity Limited, a Cayman Islands corporation and a wholly-owned
subsidiary of Investcorp and by Investcorp CSK Holdings L.P., a Cayman Islands
Limited Partnership in which Investcorp both owns a majority economic ownership
interest and is the sole general partner. Investcorp owns no stock in Equity
CSKA Limited, Equity CSKB Limited, Equity CSKC Limited, South Bay Limited,
Ballet Limited, Denary Limited, Gleam Limited, Highlands Limited, Noble Limited,
Outrigger Limited, Quill Limited, Radial Limited, Shoreline Limited, Zinnia
Limited (collectively, "the Managed Entities"), J.P. Morgan (Suisse) S.A., or
the beneficial owners of these entities. Each of Equity CSKA Limited, Equity
CSKB Limited, Equity CSKC Limited, South Bay Limited, Ballet Limited, Denary
Limited, Gleam Limited, Highlands Limited, Noble Limited, Outrigger Limited,
Quill Limited, Radial Limited, Shoreline Limited and Zinnia Limited is a Cayman
Islands corporation. Investcorp may be deemed to share beneficial ownership of
the shares of voting stock held by these entities because the entities or their
stockholders or principals have entered into revocable management services or
similar agreements (the "Management Agreements") with an affiliate of Investcorp
pursuant to which each of such entities or their stockholders or principals has
granted such affiliate the authority to direct the voting and disposition of the
Common Stock owned by such entity for so long as such agreement is in effect.
The number of shares shown to be beneficially owned by Investcorp include
3,452,244 shares of Common Stock that are issuable upon the conversion of the
Convertible Debentures.

      The aggregate percentage of shares of Common Stock reported in Item 13 of
the Cover Page is based upon the 32,370,746 shares of Common Stock outstanding
as of January 18, 2002, as reported by CSK in its definitive proxy statement
filed January 29, 2002, plus the 3,452,244 shares of Common Stock into which the
Convertible Debentures owned by CSK Holdings is convertible. Shares issuable
upon exercise of the Make-Whole Warrants are not included in this calculation as
the Make-Whole Warrants are not exercisable within the next 60 days.

      (ii) See Cover Page for Sipco, Items 11 and 13. Sipco does not directly
own any Convertible Debentures, Make-Whole Warrants or any shares of Common
Stock. The shares of Common Stock listed as beneficially owned by Sipco are the
shares into which the Convertible Debentures are convertible and the other
shares of Common Stock that Sipco may be deemed to beneficially own.

      Sipco may be deemed to control Investcorp through its ownership of a
majority of the stock of a company that indirectly owns a majority of
Investcorp.
<PAGE>
CUSIP NO. 125965103               SCHEDULE 13D                   Page  8  of  29


      (iii) See Cover Page for CSK Holdings, Items 11 and 13. CSK Holdings
beneficially owns Convertible Debentures that are currently convertible into
3,452,244 shares of Common Stock as well as 565,040 shares of Common Stock.

      The aggregate percentage of shares of Common Stock reported in Item 13 of
the Cover Page is based upon the 32,370,746 shares of Common Stock outstanding
as of January 18, 2002, as reported by CSK in its definitive proxy statement
filed January 29, 2002, plus the 3,452,244 shares of Common Stock into which the
Convertible Debentures owned by CSK Holdings is currently convertible. Shares
issuable upon exercise of the Make-Whole Warrants are not included in this
calculation as the Make-Whole Warrants are not exercisable within the next 60
days.

      To the best knowledge of the Reporting Persons, none of the persons
identified on Exhibit A, directly or indirectly, has the sole or shared power to
direct the voting or disposition of any shares of Common Stock of CSK.

      (b) (i) See Cover Page for Investcorp, Items 7 through 10. Investcorp
indirectly has voting and investment control over all of the shares beneficially
owned by Investcorp Investment Equity Limited, a Cayman Islands corporation and
a wholly-owned subsidiary of Investcorp and by Investcorp CSK Holdings L.P., a
Cayman Islands Limited Partnership in which Investcorp both owns a majority
economic ownership interest and is the sole general partner. Investcorp owns no
stock in the Managed Entities, J.P. Morgan (Suisse) S.A., or the beneficial
owners of these entities. Investcorp may be deemed to share beneficial ownership
of the shares of voting stock held by these entities because the entities or
their stockholders or principals have entered into revocable management services
or similar agreements with an affiliate of Investcorp pursuant to which each of
such entities or their stockholders or principals has granted such affiliate the
authority to direct the voting and disposition of the Common Stock owned by such
entity for so long as such agreement is in effect.

      Exhibit B sets forth the name, place of organization, principal business,
address of principal business and address of principal office for each of the
Managed Entities with which Investcorp may be deemed to share voting or
dispositive power with respect to the Convertible Debentures, the Make-Whole
Warrants and the Common Stock. To the best knowledge of the Reporting Persons,
during the last five years none of these Managed Entities has (a) been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors)
or (b) been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction as a result of which the Managed Entity was or is
subject to a judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.

      (ii) See Cover Page for Sipco, Items 7 through 10. Sipco does not directly
own any Convertible Debentures, Make-Whole Warrants or Common Stock. The shares
of Common Stock listed as beneficially owned by Sipco are the shares into which
the Convertible Debentures are convertible and the other shares of Common Stock
that Investcorp may be deemed to beneficially own. Sipco, which is a passive
holding company entity without operations or employees, may be deemed to control
Investcorp through its ownership of a majority of the stock of a company which
indirectly owns a majority of Investcorp's outstanding stock.
<PAGE>
CUSIP NO. 125965103               SCHEDULE 13D                   Page  9  of  29


      (iii) See Cover Page for CSK Holdings, Items 7 through 10.

      (c) On December 21, 2001, CSK sold $50 million aggregate principal amount
of Convertible Debentures and Make-Whole Warrants in a private placement. CSK
Holdings purchased $30 million of the Convertible Debentures, and Lehman
Brothers Inc. (as assignee of LBI Group Inc.) purchased $20 million of the
Convertible Debentures. The Convertible Debentures were convertible into, and
the Make-Whole Warrants exercisable into, shares of CSK's Common Stock only
following approval of issuance of such shares of Common Stock by the
stockholders of CSK. On February 26, 2002, the shareholders of CSK approved such
issuance.

      (d) Other than Investcorp and Sipco, no other person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of the Convertible Debentures, Make-Whole Warrants or Common
Stock.

      (e) Not applicable.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS WITH RESPECT TO THE SECURITIES
OF THE ISSUER

SUMMARY OF THE TERMS OF THE CONVERTIBLE DEBENTURES AND MAKE-WHOLE WARRANTS

      The terms of the Convertible Debentures and Make-Whole Warrants are
complex and only briefly summarized herein. You may obtain additional
information concerning the terms of the Convertible Debentures and Make-Whole
Warrants in CSK's Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 11, 2001, which included as exhibit 99.2 the
Securities Purchase Agreement and forms of the Convertible Debentures and
Make-Whole Warrants, and which is incorporated herein by reference.

      Shareholder Approval Requirement

      In accordance with the rules of the New York Stock Exchange, CSK was
required to obtain approval from its shareholders prior to issuing Common Stock
upon the conversion of the Convertible Debentures, in lieu of cash interest
payments thereon, or upon exercise of the Make-Whole Warrants.

      The Convertible Debentures

      Interest on the Convertible Debentures accrues at a rate of 7% per annum,
payable quarterly. CSK may elect to pay interest either in cash or additional
shares of Common Stock.

      If CSK elects to pay interest in shares of Common Stock, the number of
shares constituting any such payment will be equal to the interest payment due
divided by the average of the closing sale price of the Common Stock for the
five trading days prior to the applicable interest payment date. If the terms of
the Convertible Debentures limit CSK's ability to issue shares of Common Stock
in payment of interest as described below, and CSK does not elect to pay
interest in cash, then the interest payment will be added to the outstanding
principal amount of the Convertible Debentures.

      Interest must be paid in cash if any event constituting an event of
default specified in the Convertible Debentures or an event that with the
passage of time and without being cured would <PAGE> CUSIP NO. 125965103
SCHEDULE 13D Page 10 of 29


constitute an event of default, has occurred and is continuing on the interest
payment date or any date which is within 10 business days prior to an interest
payment date. Following an event of default, interest on the Convertible
Debentures and any overdue payments increases to 12%, with further monthly
increases up to 16%.

      Provided (i) no event of default has occurred and is continuing, and (ii)
there have not occurred certain specified changes in management, CSK may force
the conversion of all of the outstanding Convertible Debentures into Common
Stock within 30 days following the effectiveness of S-3 Registration Statement
filed by CSK to cover the registration of such shares.

      The number of shares of Common Stock to be issued upon conversion of the
Convertible Debentures will be determined by dividing the outstanding principal
amount being converted, plus accrued interest for the immediately preceding
quarter if CSK requires the conversion, by the conversion price then in effect.
The conversion price is currently $8.69, subject to adjustments in the event
that on the earlier of (i) a change of control of CSK, and (ii) November 21,
2002, the average of the closing sale prices of the Common Stock on the trading
days from December 21, 2001 through November 20, 2002 (or for the ten trading
days immediately preceding the announcement of the change of control, as the
case may be) is less than $8.69, subject to adjustment as provided in the terms
of the agreements pursuant to which the Convertible Debentures were issued. In
such event, the conversion price will be reset to this average, but not less
than $4.94. The conversion price may change at the maturity of the Convertible
Debentures (as described below), and also may be subject to further adjustments
as provided in the terms of the agreements pursuant to which the Convertible
Debentures were issued.

      The maturity date of the Convertible Debentures is December 21, 2006. If
any of the Convertible Debentures remain outstanding on the maturity date, CSK
may either redeem the Convertible Debentures in cash at a redemption price equal
to 100% of the principal amount plus accrued interest or convert such amount
into Common Stock based on a conversion price equal to the average of the
closing sale prices of Common Stock on each trading day during the 120 trading
days preceding December 21, 2006. If CSK fails to redeem or convert the
Convertible Debentures at maturity in accordance with their terms, CSK is
required to pay monetary penalties and the conversion price may be reduced.

      The Make-Whole Warrants

      The Make-Whole Warrants are automatically exercisable into shares of
Common Stock on the earlier of (i) a change of control of the Company and (ii)
November 21, 2002, if the following two events have occurred:

      - CSK has previously required the conversion of the Convertible
        Debentures; and

      - the conversion price of the Convertible Debentures at the time of such
        required conversion is greater than the "adjusted conversion price".

The "adjusted conversion price" is an amount equal to the greater of (i) the
average of the closing sale prices of Common Stock on the trading days from
December 21, 2001 through November 20, 2002 and (ii) $4.94, as adjusted in the
case of a change of control and for specified dilutive events.
<PAGE>
CUSIP NO. 125965103               SCHEDULE 13D                  Page  11  of  29


      The number of shares of Common Stock issuable upon exercise of the
Make-Whole Warrants is equal to the following amount, subject to adjustment in
accordance with the provisions of the agreement pursuant to which the
Convertible Debentures were issued and less a number of shares so as to have a
cashless exercise of the Make-Whole Warrants based on an exercise price of
$0.01:

      (1) the quotient determined by dividing:

            (A)   the $50.0 million principal amount of the Convertible
                  Debentures initially issued, plus any interest payments added
                  to the principal of the Convertible Debentures, by

            (B)   the adjusted conversion price; minus

      (2) the number of shares of Common Stock issued upon conversion of the
Convertible Debentures prior to the date of exercise of the Make-Whole Warrants.

      The Make-Whole Warrants provide for adjustments and specific requirements
for treatment of the Make-Whole Warrants in the event of a merger, sale of
substantially all assets or similar transaction involving the Company.

STOCKHOLDERS' AGREEMENT

      CSK Holdings is a party to a Stockholders' Agreement related to the shares
of Common Stock held by them. At the time of CSK's recapitalization in October
1996, CSK Auto Corporation entered into a stockholders' agreement with each of
its stockholders at the time (the "Agreeing Stockholders"). This agreement
restricts the transfer of shares of CSK Common Stock held by the Agreeing
Stockholders. The stockholders' agreement also entitles the Agreeing
Stockholders to certain rights regarding the transfer of their shares and
corporate governance. Any party who purchased shares from the Agreeing
Stockholders became a party to the stockholders' agreement as well. In addition,
in December 1997, upon the purchase of newly issued common stock, Transatlantic
Investments, LLC (formerly known as Transatlantic Finance, Ltd.), and South Bay
Limited, one of the Managed Entities, and their subsequent transferees, became
parties to the stockholders' agreement.

      TRANSFER RESTRICTIONS. When any Agreeing Stockholder desires to sell its
shares, the stockholders' agreement provides that CSK and each of the other
Agreeing Stockholders have a "right of first refusal" on those shares. CSK has
first right to any proposed sales or other transfers of shares by any Agreeing
Stockholder and each of the other Agreeing Stockholders to purchase such offered
shares on the same terms and conditions as the proposed third-party sale, except
(1) in the case of transfers to affiliates and certain family members
("Permitted Transferees"), (2) pursuant to a registered public offering, or (3)
pursuant to Rule 144 under the Securities Act. Any Agreeing Stockholder wishing
to sell any of its shares, whether or not it has received a third-party offer,
may offer to sell those shares to CSK and the other Agreeing Stockholders on
terms and conditions established by the selling Agreeing Stockholder. In the
event that CSK and/or the other Agreeing Stockholders do not purchase the
shares, the selling Agreeing Stockholder may sell the shares to third parties on
terms and conditions specified in the stockholders' agreement.

      The stockholders' agreement also provides the Original Investcorp Group
and the Original Carmel
<PAGE>
CUSIP NO. 125965103               SCHEDULE 13D                  Page  12  of  29


Group (each as defined below) with "Drag-Along" rights. If members of the
Original Investcorp Group or the Original Carmel Group were to desire to sell
all of their shares to an unaffiliated third-party who has offered to acquire
all of CSK's outstanding shares, then the selling Agreeing Stockholders would
have the right to require each of the other Agreeing Stockholders to sell all of
their shares in the same transaction and upon the same terms and conditions;
provided that the other Agreeing Stockholders would have the right to purchase,
and/or have CSK purchase, from the selling Agreeing Stockholders all of the
shares held by the selling Agreeing Stockholders upon the terms and conditions
of the third party offer. For these purposes, the "Original Investcorp Group"
shall mean the members of the Investcorp Group (except South Bay and its
transferees) and each of their Permitted Transferees; the "Original Carmel
Group" shall mean Carmel and each of its Permitted Transferees; the "Investcorp
Group" shall mean the members of the Investcorp Group (as defined in the
stockholders' agreement) and each of their respective transferees and subsequent
transferees; and the "Carmel Group" shall mean Carmel, Transatlantic and each of
their transferees and subsequent transferees.

      The stockholders' agreement also provides Agreeing Stockholders with
"Tag-Along Rights." If any Agreeing Stockholder (the "Proposed Transferor")
proposed to transfer any shares (other than to Permitted Transferees, or
pursuant to a registered public offering or under Rule 144) to any person (the
"Proposed Purchaser"), each of the other Agreeing Stockholders would have the
right to require the Proposed Purchaser to purchase a pro rata portion of its
shares, and the Proposed Transferor would have to make a corresponding reduction
in the number of its shares to be purchased. Each Agreeing Stockholder also has
preemptive rights under certain circumstances to acquire a portion of any
additional shares CSK offers at any time, other than in connection with a public
offering and certain non-cash issuances, in order to enable such Agreeing
Stockholder to maintain its percentage equity ownership.

      The stockholders' agreement also contains "Buy-Sell" provisions. Members
of the Investcorp Group or the Carmel Group have the right to offer all of their
shares for sale to the other Agreeing Stockholders who are members of the other
group at a price established by the offering Agreeing Stockholders. If CSK
and/or the offeree Agreeing Stockholders do not purchase the offered shares, the
offering Agreeing Stockholders must then purchase all of the shares held by the
members of the other group at the price first offered by the offering Agreeing
Stockholders.

      REGISTRATION RIGHTS. Pursuant to the stockholders' agreement, the Agreeing
Stockholders have demand registration rights ("Demand Rights") and piggy-back
registration rights ("Piggy-back Rights"). The Demand Rights entitle the
Agreeing Stockholders to require CSK to register all or any of the unregistered
shares held by the exercising Agreeing Stockholders. The Investcorp Group as a
whole may exercise Demand Rights up to four times. The Carmel Group as a whole
may also exercise Demand Rights up to four times. The Piggy-back Rights entitle
the Agreeing Stockholders, at any time that CSK proposes to sell any equity
securities in a transaction registered under the Securities Act, to include a
portion of their unregistered stock in such offering. In connection with the
registered offering of Common Stock in December 1998, the Investcorp Group
exercised one of its Demand Rights and the Carmel Group agreed that the next
registered offering of Common Stock by both the Investcorp Group and the Carmel
Group that is made pursuant to an exercise of Demand Rights shall be deemed to
be pursuant to an exercise by the Carmel Group.

      The stockholders' agreement provides that the Agreeing Stockholders will
agree to restrictions on
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CUSIP NO. 125965103               SCHEDULE 13D                  Page  13  of  29


their ability to sell or otherwise transfer their shares for 90 days following
certain registered public offerings by CSK.

      In connection with the agreements relating to the issuance of the
Convertible Debentures, the Agreeing Stockholders amended the stockholders'
agreement to waive certain notification, preemptive and registration rights
contained therein. In such amendment, specific time deadlines for compliance
with the registration rights not waived were established and the ability to
obtain payments for non-compliance with those deadlines, identical to those
provided to the purchasers of the Convertible Debentures in the December 7, 2001
Registration Rights Agreement between CSK Auto Corporation, CSK Holdings, and
LBI Group Inc., were provided for certain of the Agreeing Stockholders who are
not affiliated with Investcorp S.A. or the Investcorp Group.

      ELECTION OF DIRECTORS. The stockholders' agreement provides that the
Investcorp Group will have the right to nominate a majority of the members of
CSK's board of directors and the board of directors of CSK Auto, Inc. and the
subsidiaries thereof so long as it holds a greater number of shares than the
Carmel Group, and the Carmel Group will have the right to nominate a majority of
the members of such boards of directors during any period in which the Carmel
Group holds a greater number of shares. Pursuant to the stockholders' agreement,
each of the Agreeing Stockholders agrees to vote all of its shares in favor of
each of the persons nominated to such boards by each group.

      TERMINATION. The stockholders' agreement, other than the registration
rights provisions, will terminate after either the Investcorp Group or the
Carmel Group holds less than the lesser of (1) five percent (5%) of the then
current voting power, or (2) ten percent (10%) of the voting power held by such
group at the time of CSK's 1996 recapitalization.

ITEM 7. EXHIBITS

EXHIBIT A   Identity and Background of Directors and Executive Officers of
            Reporting Persons and Item 2(d) Information

EXHIBIT B   Information with respect to the Managed Entities

EXHIBIT C   Securities Purchase Agreement dated as of December 7,2001, by and
            among CSK Auto Corporation, and LBI Group Inc. and Investcorp CSK
            Holdings L.P., incorporated by reference to Exhibit 99.2 of CSK's
            Current Report on Form 8-K filed with the Securities and Exchange
            Commission on December 11, 2001.

EXHIBIT D   Form of 7% Convertible Subordinated Debenture Due December 7,
            2006, incorporated by reference to Exhibit 99.2 of CSK's Current
            Report on Form 8-K filed with the Securities and Exchange Commission
            on December 11, 2001.

EXHIBIT E   Form of Make-Whole Warrants to Purchase Common Stock, incorporated
            by reference to Exhibit 99.2 of CSK's Current Report on Form 8-K
            filed with the Securities and Exchange Commission on December 11,
            2001.

EXHIBIT F   Registration Rights Agreement dated as of December 7, 2001 by and
            among CSK Auto Corporation and LBI Group Inc. and Investcorp CSK
            Holdings L.P. , incorporated by
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CUSIP NO. 125965103               SCHEDULE 13D                  Page  14  of  29


            reference to Exhibit 99.3 of CSK's Current Report on Form 8-K filed
            with the Securities and Exchange Commission on December 11, 2001.

      After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.

Dated: March 20, 2002
                                    INVESTCORP, S.A.


                                    /s/ Rishi Knopoor
                                    -----------------
                                    Name:  Rishi Knopoor
                                    Title: Authorized Representative



                                  SIPCO LIMITED


                                    /s/ Gary S. Long
                                    ----------------
                                    Name:  Gary S. Long
                                    Title: Director



                                    INVESTCORP CSK HOLDINGS L.P.


                                    /s/ Ebrahim H. Ebrahim
                                    ----------------------
                                    Name:  Ebrahim H. Ebrahim
                                    Title: Gila Limited, General Partner
<PAGE>
CUSIP NO. 125965103               SCHEDULE 13D                  Page  15  of  29



                                  SCHEDULE 13D

                                  EXHIBIT INDEX

EXHIBIT A   Identity and Background of Directors and Executive Officers of
            Reporting Persons and Item 2(d) Information

EXHIBIT B   Information with respect to the Managed Entities






