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): July 10, 2006
CSK AUTO CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
(State or Other Jurisdiction of
Incorporation)
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001-13927
(Commission File Number)
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86-0765798
(I.R.S. Employer
Identification No.) |
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| 645 E. Missouri Ave. Suite 400, Phoenix, Arizona
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85012 |
| (Address of Principal Executive Offices)
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
TABLE OF CONTENTS
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
As previously reported in CSK Auto Corporation’s (the “Company”) Current Report on Form 8-K filed
on July 7, 2006, CSK Auto, Inc. (“Auto”), a wholly owned subsidiary of the Company, received a
notice from the holders of over 25% in aggregate principal amount of
its
3 3/8% Senior Exchangeable
Notes due 2025 (the “3 3/8% Notes”) on July 5, 2006 that
such holders had accelerated the 3 3/8% Notes as
a result of the failure to file the Company’s Annual Report on Form 10-K for its fiscal year ended
January 29, 2006 with the trustee for the 3 3/8% Notes before July 2, 2006 (the end of the cure period
for the previously disclosed defaults under the indenture governing
the 3 3/8% Notes). On July 10,
2006, Auto borrowed an aggregate principal amount of $125 million under its previously announced
new Term Credit Agreement (the “Credit Agreement”) to retire all of the $125 million of outstanding
3 3/8% Notes.
The borrowing is guaranteed by the Company and CSKAUTO.COM, Inc. (“AUTO.COM”), a wholly owned
subsidiary of Auto, and is secured by a second lien security interest in the inventory and
receivables of Auto and the guarantors and by a first lien security interest in substantially all
of their other assets. The borrowing is required to be repaid in consecutive quarterly
installments, commencing December 31, 2006, in an amount equal to 0.25% of the aggregate principal
amount of the loans under the Credit Agreement (the “Term Loans”), with the balance payable in full
on the sixth anniversary of the Closing Date (as defined in the Credit Agreement). The Credit
Agreement contains, among other things, limitations on liens, indebtedness, mergers, dispositions
of assets, investments, payments in respect of capital stock, modifications of material
indebtedness, changes in fiscal year, transactions with affiliates, lines of business, and swap
agreements. Auto is also subject to financial covenants under the Credit Agreement measuring its
performance against standards set for leverage and fixed charge coverage.
The Term Loans bear interest at a base rate or the Eurodollar rate, as defined in the Credit
Agreement, plus, in either case, a margin that fluctuates depending upon the rating of the Term
Loans.
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