UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 22, 2006
CSK AUTO CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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001-13927
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86-0765798 |
| (State or Other Jurisdiction of
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(Commission File Number)
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(I.R.S. Employer |
| Incorporation)
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Identification No.) |
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| 645 E. Missouri Ave. Suite 400, Phoenix, Arizona
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85012 |
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(Zip Code) |
Registrant’s Telephone Number, Including Area Code: (602) 265-9200
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing
obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
TABLE OF CONTENTS
Item 2.02. Results of Operations and Financial Condition
On May 22, 2006, CSK Auto Corporation (the “Company”) issued a press release (the “Press Release”)
announcing certain preliminary financial information for its fiscal year ended January 29, 2006
(“fiscal 2005”) and the first quarter ended April 30, 2006 of the fiscal year ending January 28,
2007.
The full text of the Press Release is being furnished as Exhibit 99.1 to this report.
The information contained in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed
incorporated by reference in any filing with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the
date hereof and irrespective of any general incorporation language in any filings.
Item 7.01. Regulation FD Disclosure
The information set forth in “Item 2.02. Results of Operations and Financial Condition,” including
the exhibit referred to therein, is incorporated herein by reference.
The
Company also provided information on the following matters as set out in the Press
Release: (1) an update on the investigation by the Audit Committee of the Company’s Board of
Directors as discussed in the Company’s March 27, 2006 press release and Form 8-K and related
matters, (2) entry into a temporary waiver, the full text of
which is being furnished as Exhibit 99.2, with the lenders under its Second Amended and Restated
Credit Agreement, (3) developments with respect to financing, (4) engagement of an advisor to assist the Company in its dealings with its debt
holders and related matters, and (5) its expectation to announce the date of its 2006 annual
stockholders’ meeting as soon as practicable after the filing of its fiscal 2005 Form 10-K.
The
information contained in this Item 7.01 and Exhibits 99.1
and 99.2 attached hereto shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, and shall not be deemed
incorporated by reference in any filing with the Securities and Exchange Commission under the
Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the
date hereof and irrespective of any general incorporation language in any filings.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
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| Exhibit No. |
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Description |
99.1
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Press Release dated May 22, 2006. |
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99.2
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Waiver, dated May 4, 2006, to
Second Amended and Restated Credit Agreement, dated July 25,
2005, among CSK Auto, Inc., the lenders from time to time parties
thereto and JPMorgan Chase Bank, N.A., as administrative agent. |
Portions of this report may constitute “forward-looking statements” as defined by federal law.
Although the Company believes any such statements are based on reasonable assumptions, there is no
assurance that actual outcomes will not be materially different. Any such statements are made in
reliance on the “safe harbor” protections provided under the Private Securities Litigation Reform
Act of 1995. Additional information about issues that could lead to material changes in the
Company’s performance is contained in the Company’s filings with the Securities and Exchange
Commission.
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