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<SEC-DOCUMENT>0000898432-06-000860.txt : 20061010
<SEC-HEADER>0000898432-06-000860.hdr.sgml : 20061009
<ACCEPTANCE-DATETIME>20061010080040
ACCESSION NUMBER:		0000898432-06-000860
CONFORMED SUBMISSION TYPE:	SC 13D
PUBLIC DOCUMENT COUNT:		3
FILED AS OF DATE:		20061010
DATE AS OF CHANGE:		20061010
GROUP MEMBERS:		KARSCH MANAGEMENT GP, LLC
GROUP MEMBERS:		MICHAEL A. KARSCH

FILED BY:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			KARSCH CAPITAL MANAGEMENT LP
		CENTRAL INDEX KEY:			0001167235
		IRS NUMBER:				000000000

	FILING VALUES:
		FORM TYPE:		SC 13D

	BUSINESS ADDRESS:	
		STREET 1:		110 EAST 59TH STREET
		STREET 2:		22ND FLOOR
		CITY:			NEW YORK
		STATE:			NY
		ZIP:			10022

SUBJECT COMPANY:	

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			CSK AUTO CORP
		CENTRAL INDEX KEY:			0001051848
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-AUTO & HOME SUPPLY STORES [5531]
		IRS NUMBER:				860765798
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0131

	FILING VALUES:
		FORM TYPE:		SC 13D
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	005-55039
		FILM NUMBER:		061135539

	BUSINESS ADDRESS:	
		STREET 1:		645 E MISSOURI AVENUE
		CITY:			PHOENIX
		STATE:			AZ
		ZIP:			85012
		BUSINESS PHONE:		6022659200

	MAIL ADDRESS:	
		STREET 1:		645 E MISSOURI AVENUE
		CITY:			PHOENIX
		STATE:			AZ
		ZIP:			85012
</SEC-HEADER>
<DOCUMENT>
<TYPE>SC 13D
<SEQUENCE>1
<FILENAME>sc13d.txt
<TEXT>

                                  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)


                                Michael A. Karsch
                        c/o Karsch Capital Management, LP
                              110 East 59th Street
                                   22nd Floor
                               New York, NY 10022
                                 (212) 507-9782
                              --------------------
          (Name, Address, and Telephone Number of Person Authorized to
                       Receive Notices and Communications)


                               September 28, 2006
                                    ---------
             (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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box. |_|

NOTE. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.

*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.

<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 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).
- --------------------------------------------------------------------------------
CUSIP No. 125965103
- --------------------------------------------------------------------------------
      1 NAME OF REPORTING PERSONS                  Karsch Capital Management, LP
      S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
      2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*     (a) |_|
                                                              (b) |_|
- --------------------------------------------------------------------------------
      3 SEC USE ONLY
- --------------------------------------------------------------------------------
      4 SOURCE OF FUNDS*   AF
- --------------------------------------------------------------------------------
      5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
        REQUIRED PURSUANT TO ITEM 2(d) or 2(e)                |_|
- --------------------------------------------------------------------------------
      6 CITIZENSHIP OR PLACE OF ORGANIZATION                  Delaware
- --------------------------------------------------------------------------------
NUMBER OF           7    SOLE VOTING POWER                    0
SHARES          ----------------------------------------------------------------
BENEFICIALLY        8    SHARED VOTING POWER                  4,082,730
OWNED BY        ----------------------------------------------------------------
THE                 9    SOLE DISPOSITIVE POWER               0
REPORTING       ----------------------------------------------------------------
PERSON WITH         10   SHARED DISPOSITIVE POWER             4,082,730

- --------------------------------------------------------------------------------
      11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY        4,082,730
                THE REPORTING PERSON
- --------------------------------------------------------------------------------
      12        CHECK BOX IF THE AGREGATE AMOUNT IN ROW       |_|
                (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
      13        PERCENT OF CLASS REPRESENTED BY AMOUNT
                IN ROW (11)                                   9.3%
- --------------------------------------------------------------------------------
      14        TYPE OF REPORTING PERSON*                     PN, IA
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT

                                       2
<PAGE>

- --------------------------------------------------------------------------------
CUSIP No. 125965103
- --------------------------------------------------------------------------------
      1    NAME OF REPORTING PERSONS                   Karsch Management GP, LLC
      S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
      2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                              (a) |_|
                                                              (b) |_|
- --------------------------------------------------------------------------------
      3    SEC USE ONLY
- --------------------------------------------------------------------------------
      4    SOURCE OF FUNDS*     AF
- --------------------------------------------------------------------------------
      5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
           REQUIRED PURSUANT TO ITEM 2(d) or 2(e)             |_|
- --------------------------------------------------------------------------------
      6    CITIZENSHIP OR PLACE OF ORGANIZATION               Delaware
- --------------------------------------------------------------------------------

NUMBER OF           7    SOLE VOTING POWER                    0
SHARES          ----------------------------------------------------------------
BENEFICIALLY        8    SHARED VOTING POWER                  4,082,730
OWNED BY
THE             ----------------------------------------------------------------
REPORTING           9    SOLE DISPOSITIVE POWER               0
PERSON WITH     ----------------------------------------------------------------
                    10   SHARED DISPOSITIVE POWER             4,082,730

- --------------------------------------------------------------------------------
      11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY        4,082,730
                THE REPORTING PERSON
- --------------------------------------------------------------------------------
      12        CHECK BOX IF THE AGREGATE AMOUNT IN ROW       |_|
                 (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
      13        PERCENT OF CLASS REPRESENTED BY AMOUNT
                IN ROW (11)                                   9.3%
- --------------------------------------------------------------------------------
      14        TYPE OF REPORTING PERSON*                     OO
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT

                                       3
<PAGE>

- --------------------------------------------------------------------------------
CUSIP No. 125965103
- --------------------------------------------------------------------------------
      1    NAME OF REPORTING PERSONS                        Michael A. Karsch
      S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
- --------------------------------------------------------------------------------
      2    CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
                                                              (a) |_|
                                                              (b) |_|
- --------------------------------------------------------------------------------
      3    SEC USE ONLY
- --------------------------------------------------------------------------------
      4    SOURCE OF FUNDS*     AF
- --------------------------------------------------------------------------------
      5    CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
           REQUIRED PURSUANT TO ITEM 2(d) or 2(e)
                                                              |_|
- --------------------------------------------------------------------------------
      6    CITIZENSHIP OR PLACE OF ORGANIZATION
                                                            United States
- --------------------------------------------------------------------------------

NUMBER OF           7    SOLE VOTING POWER                    0
SHARES          ----------------------------------------------------------------
BENEFICIALLY        8    SHARED VOTING POWER                  4,082,730
OWNED BY        ----------------------------------------------------------------
THE                 9    SOLE DISPOSITIVE POWER               0
REPORTING       ----------------------------------------------------------------
PERSON WITH         10    SHARED DISPOSITIVE POWER            4,082,730

- --------------------------------------------------------------------------------
      11        AGGREGATE AMOUNT BENEFICIALLY OWNED BY        4,082,730
                THE REPORTING PERSON
- --------------------------------------------------------------------------------
      12        CHECK BOX IF THE AGREGATE AMOUNT IN ROW       |_|
                (11) EXCLUDES CERTAIN SHARES*
- --------------------------------------------------------------------------------
      13        PERCENT OF CLASS REPRESENTED BY AMOUNT
                IN ROW (11)                                   9.3%
- --------------------------------------------------------------------------------
      14        TYPE OF REPORTING PERSON*                     IN
- --------------------------------------------------------------------------------
                      *SEE INSTRUCTIONS BEFORE FILLING OUT

                                       4
<PAGE>

ITEM 1.  SECURITY AND ISSUER.

This Schedule 13D (this "Schedule 13D") relates to common stock, par value $.01
("Common Stock") of CSK Auto Corporation, a Delaware corporation (the "Issuer").
The principal executive offices of the Issuer are located at 645 E. Missouri
Avenue, Phoenix, Arizona 85012.

ITEM 2.  IDENTITY AND BACKGROUND.

(a) This Schedule 13D is being filed by Karsch Capital Management, LP ("Karsch
Capital"), Karsch Management GP, LLC ("Karsch GP") and Michael A. Karsch
(collectively, the "Reporting Persons").

(b) Karsch Capital is a Delaware limited partnership, an investment adviser
registered under the Investment Advisers Act of 1940, as amended, and an
institutional investment manager within the meaning of Section 13(f) of the
Securities Exchange Act of 1934, as amended. Karsch GP is Delaware limited
liability company and the general partner of Karsch Capital. Mr. Karsch is the
managing member of Karsch GP. The Reporting Persons all have their principal
business located at 110 East 59th Street, 22nd Floor, New York, NY 10022.

(c) Karsch Capital is primarily engaged in the business of making investments in
securities for accounts under its management. Karsch GP, as the general partner
of Karsch Capital, is principally engaged in managing the operating and
investment activities of Karsch Capital and Mr. Karsch, as the managing member
of Karsch GP, is principally engaged in managing the business activities of
Karsch GP.

(d)-(e) During the last five years none of the Reporting Persons have (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction where as a result of such
proceeding 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.

(f) Mr. Karsch is a citizen of the United States.

ITEM 3.    SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The aggregate purchase price of the 4,082,730 shares of Common Stock
beneficially owned by the Reporting Persons was approximately $50,351,894. The
shares were acquired with investment funds in accounts under management of
Karsch Capital.

ITEM 4.    PURPOSE OF TRANSACTION.

The securities of the Issuer covered by this Schedule 13D (the "Shares") were
originally acquired by Karsch Capital for purposes of investment in the ordinary
course of its business. Currently, Karsch Capital is reevaluating the role it
intends to play in the Issuer and has had a discussion with management and a
member of the Board of the Issuer concerning various operational and financial
aspects of the Issuer and various ways of maximizing stockholder value. Karsch
Capital believes that the Shares are undervalued at their current market level
and that the Issuer should actively pursue a sale of the entire company once it
has completed its pending restatement of certain of its past financial
statements and becomes current with its SEC reporting obligations. Karsch
Capital has communicated this view to the Board. A copy of a letter dated
October 9, 2006 from Karsch Capital to the Board is attached to this Schedule
13D as Exhibit 2.

                                       5
<PAGE>

From time to time Karsch Capital, its management and representatives may have
other discussions with members of the Board, or with management, the full Board
and other stockholders of the Issuer concerning operational and financial
aspects of the Issuer and various ways of maximizing stockholder value. In
addition, Karsch Capital may make proposals to the Board, seek to change the
composition of and/or seek representation on the Board and solicit proxies or
written consents from other stockholders of the Issuer.

Except for the actions referred to in the preceding paragraphs of this Item,
Karsch Capital currently has no plans or proposals that would relate to or
result in of the consequences listed in paragraphs (a)-(j) of Item 4 of
Schedule 13D.

Karsch Capital intends to review on a continuing basis its investment in the
Issuer and its business, prospects and financial condition. Based on such
continuing review, alternative investment opportunities available to Karsch
Capital and all other factors deemed relevant, including, without limitation,
the market for and price of the Shares, offers for the Shares, general economic
conditions and other future developments, Karsch Capital may decide to sell or
seek the sale of all or part of the Shares or to increase its holdings of in the
Common Stock of the Issuer, engage in short selling of, or in hedging or similar
transactions with respect to, the Shares and/or otherwise change its intention
with respect to any and all matters referred to in this Item 4.

ITEM 5.    INTEREST IN SECURITIES OF THE ISSUER.

(a) See Items 11 and 13 of the cover page to this Schedule 13D for the aggregate
number of Common Stock and percentage of Common Stock beneficially owned by the
Reporting Persons.

(b) See Items 7 through 10 of the cover page to this Schedule 13D for the number
of shares of Common Stock beneficially owned by the Reporting Persons as to
which there is sole power to vote or to direct the vote, shared power to vote or
to direct the vote and sole or shared power to dispose or to direct the
disposition.

(c) Information concerning transactions in the Common Stock effected by the
Reporting Persons during the past sixty days is set forth in Schedule A hereto
and is incorporated herein by reference. All of the transactions listed on
Schedule A hereto were effected in open market purchases through various
brokerage entities.

(d) To the knowledge of the Reporting Persons, no person has the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, securities covered by this Schedule 13D.

(e) Not applicable.

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

Not Applicable.

ITEM 7.   MATERIAL TO BE FILED AS EXHIBITS.

Exhibit 1    Joint Filing Agreement

Exhibit 2    Letter from Karsch Capital to the Board of CSK Auto Corporation

                                       6
<PAGE>

                               S I G N A T U R E S

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.

Date:  October 9, 2006

KARSCH CAPITAL MANAGEMENT, LP            KARSCH MANAGEMENT GP, LLC
By: Karsch Management GP, LLC
    General Partner

By:    /s/  Michael A. Karsch            By:    /s/  Michael A. Karsch
       Michael A. Karsch                        Michael A. Karsch
       Managing Member                          Managing Member


       /s/  Michael A. Karsch
       Michael A. Karsch

                                       7
<PAGE>

                                   SCHEDULE A

   TRANSACTIONS IN THE SHARES BY THE REPORTING PERSON DURING THE PAST 60 DAYS



                                   Shares of Common Stock
        Date of Purchase (Sale)       Purchased (Sold)       Price Per Share ($)
        ------------------------------------------------------------------------
               8/30/2006                  194300                 11.319094
               8/31/2006                  100000                 11.508342
                9/1/2006                   7700                  11.683062
                9/1/2006                 (1100.00)               11.685981
                9/1/2006                  253300                 11.683114
                9/5/2006                  144300                 11.974511
                9/6/2006                  245000                 11.849367
                9/7/2006                  267600                 11.82056
                9/8/2006                  380000                 12.015236
               9/11/2006                  400000                 12.220217
               9/12/2006                  390000                 12.67813
               9/13/2006                   51000                 12.846333
               9/13/2006                  350000                 12.896368
               9/18/2006                  186000                 12.524107
               9/19/2006                  114000                 12.462614
               9/20/2006                   86000                 12.570837
               9/21/2006                  121700                 12.604026
               9/21/2006                  150000                  12.642
               9/21/2006                    430                  12.639069
               9/22/2006                  230000                 12.638147
               9/25/2006                  100000                 12.86867
               9/26/2006                   69800                 12.907206
               9/27/2006                   50000                  12.7011
               9/27/2006                  150000                  12.7634
               9/28/2006                   42700                  13.2544

                                       8

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-1
<SEQUENCE>2
<FILENAME>ex-1.txt
<TEXT>


                                                                       Exhibit 1

                             JOINT FILING AGREEMENT

In accordance with the provisions of Rule 13d-1(k) under the Securities Exchange
Act of 1934, as amended, the undersigned hereby agree to jointly prepare and
file a Schedule 13D (including any future amendments thereto) reporting each of
the undersigned's ownership of securities of CSK Auto Corporation and further
agree to the inclusion of this Agreement in the Schedule 13D. In addition, each
party to this Agreement expressly authorizes each other party to file on its
behalf any and all amendments to such Schedule 13D. The undersigned acknowledge
that each shall be responsible for the timely filing of such amendments, and for
the completeness and accuracy of the information concerning him or it contained
therein, but shall not be responsible for the completeness and accuracy of the
information concerning the other, except to the extent that he or it knows or
has reason to believe that such information is inaccurate.

Date:  October 9, 2006
       New York, New York

KARSCH CAPITAL MANAGEMENT, LP            KARSCH MANAGEMENT GP, LLC
By: Karsch Management GP, LLC
      General Partner

By:    /s/  Michael A. Karsch            By:    /s/  Michael A. Karsch
       Michael A. Karsch                        Michael A. Karsch
       Managing Member                          Managing Member


      /s/  Michael A. Karsch
      Michael A. Karsch
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2
<SEQUENCE>3
<FILENAME>ex-2.txt
<TEXT>


October 9th, 2006

CSK Auto, Inc., c/o Legal Department, Randi V. Morrison
Attention: Board of Directors
645 East Missouri Avenue, Suite 400
Phoenix, AZ 85012

To The Board of Directors of CSK Auto, Inc (CSK Auto):

The eight-year public life of CSK Auto has been a great disappointment. Karsch
Capital Management, LP,(1) as an investor owning 9.3% of CSK Auto's common
stock, feels strongly that it is in the best interest of all shareholders for
the Board of Directors to put the Company up for sale immediately after the
Company completes its restatement of its financial statements and becomes
current with its SEC reporting obligations. We believe this is clearly the most
viable way for the Board to unlock significant shareholder value, and would help
avert any further misfortune that CSK Auto and its shareholders may potentially
endure as a stand-alone entity. While we have met with a member of the Board of
Directors and spoken with management, we do not know the Board's current
strategy. Perhaps the Board already has recognized that this is the proper
course of action, and if that is the case, we applaud the Board. However, there
is a possibility that the Board may look to hire a new CEO with the objective of
engineering a turnaround of the Company. We believe that this is not a viable
option, and that there is no evidence that the Board can be successful in
undertaking this action given its poor track record overseeing CSK Auto.
Fortunately, there is a preponderance of evidence that a sale of the Company is
a very viable option and would provide significant shareholder value in a timely
manner.

The most objective indicator regarding CSK Auto's disappointing public life is
the fact that the stock price is trading more than 25% below its IPO price of
more than eight years ago (March 12, 1998). We believe there are three drivers
to a stock's price: market, industry and company. In terms of the overall
market(2), the S&P 500, Russell 2000 and the S&P 600 Retailing Index have
appreciated more than 40%, 70% and 70% respectively since CSK Auto's IPO. The
poor performance of CSK Auto is even worse when compared to the Do It Yourself
(DIY) auto parts retailing industry versus the market comparison above.
Comparable DIY stocks have performed even better during this period: AutoZone
has increased over 200%, O'Reilly Automotive more than 370% and Advance Auto
Parts over 145% (since it came to the market on November 29th, 2001). Given how
well the market and industry have performed, it seems clear that CSK Auto's poor
performance is due to company-specific issues.

Two key determinants of company-specific performance are the quality of the
company's underlying assets and the people who oversee these assets (i.e.
management and the Board of Directors). First, let us look at CSK Auto's assets.
The Company's retail locations are in prime consumer markets, particularly
California, which as a retail market is very difficult to penetrate in a cost
effective and timely manner. As well, CSK Auto has the ability to sell a similar
product mix within its locations as that of its competitors, so it seems clear
to us that the problems do not lie with CSK Auto's asset base.

That leaves us with management and the Board of Directors:

- ----------
(1) Karsch Capital Management, LP ("KCM"), a Delaware limited partnership, is an
investment adviser registered under the Investment Advisers Act of 1940, as
amended. KCM acts as a management company to two domestic funds and acts as an
investment manager to two offshore funds based in the Cayman Islands. KCM also
acts as an investment adviser to several managed accounts.

(2) As of the close on October 6th, 2006. All returns include dividends.

<PAGE>

We think that management is charged with two primary goals: 1) to harness and
grow the asset base profitably and 2) to manage the balance sheet and corporate
affairs. In 2000, due to a significantly levered balance sheet and poor
execution, management led CSK Auto into financial distress, and the stock fell
to less than $3 per share, a decline of over 80% from where it began the year.
In contrast, the stock prices of AutoZone and O'Reilly Automotive were flat to
up over that same time period. Additionally, shareholders have endured internal
accounting probes twice in the past three years, with the last probe leading to
the Company being unable to file financials since the third quarter of 2005. As
well, the Company's key financial metrics have lagged its three primary
competitors over this time period.

The Board is charged with overseeing management's results and setting corporate
policy. On the first account, the stock has declined since nearly all of the
Board members have joined the Company. Importantly, many of the members of the
Board presided over the accounting probes and/or the near bankruptcy of the
Company in 2000.

So where do we, as investors, stand today? On September 28th, 2006, the Company
announced that the Audit Committee had "substantially completed its previously
announced internal investigation" into the accounting errors and irregularities,
and no facts have developed that would indicate that any of the accounting
errors and irregularities "would have a material adverse effect on historical
revenues or cash flows or on the Company's ongoing or future business
operations." As well, the Board has terminated the Company's Chief Operating
Officer and Chief Administrative Officer, and the Chairman and CEO has announced
his pending departure.

This leaves CSK Auto investors at a crossroad, with two theoretical
possibilities for the future of the Company, but in reality there is only one
path to maximize shareholder value. We believe the only path is for the Board to
put the Company up for sale immediately upon filing the Company's restated
financial statements with the SEC. We would not find it acceptable were the
Board to choose the path of finding new management with the hope of successfully
turning the Company around. History has shown that investors cannot be confident
that the Board will successfully find and oversee a strong management team to
operate the Company.

What is exciting is that we believe this path has been extremely successful
historically for all parties involved. Strategic players, such as O'Reilly
Automotive, Advance Auto Parts and AutoZone, have all had significant success
consolidating the industry. Looking at the current environment, we believe that
a strategic player would be very interested in acquiring CSK Auto once its
restated financial statements are filed with the SEC, given that each of the
three strategic players has a proven historical track record of generating
significant synergies on both the top and bottom line, including improving
buying power, eliminating redundant corporate overhead and increasing sales per
store. As well, approximately 60% of CSK Auto's store base is located in
California, Washington and Arizona. Neither O'Reilly nor Advance Auto Parts have
any real presence in these states, and we believe that CSK Auto's locations
would be viewed as highly desirable by the potential acquirers given that it is
difficult to achieve organic growth in markets such as California.

Looking at financial buyers, our observations are that private equity firms tend
to look favorably upon industries where they have been successful in the past.
In the DIY auto parts retailing industry, Kohlberg Kravis and Roberts had
significant success with AutoZone as well as Freeman Spogli with Advance Auto
Parts. Looking at the current environment, the capital markets are extremely
robust, especially within retail. In particular, we think the DIY auto parts
retailing industry is attractive to LBO firms given it is a predictable, high-
margin, high-return industry that generates substantial free cash flow.

Based on our calculations, we believe that CSK Auto is substantially
undervalued, at 6.6x a depressed EBITDA (2005 estimated EBITDA + Murray's EBITDA
not recognized in 2005 + Murray's estimated synergies). We think this is one of
the lowest valuations in the entire universe of retail stocks. We believe that a
strategic player would be able to pay a substantial premium to the current

<PAGE>

valuation, with the transaction being immediately accretive to the acquirer's
earnings. As well, given recent private equity transactions in the retail sector
for much higher multiples than CSK Auto is currently trading, we believe there
will be substantial private equity interest.

With the Company's announcement that the internal investigation into its
accounting policies has been substantially complete, and the departure of
certain members of senior management, we feel a clear path is developing for the
Company to put itself up for sale. It is possible that the Board feels it is
prudent to hire a new management team (including a CEO, COO and/or CAO) to keep
the Company stable. While that may be, we feel very strongly for the reasons
outlined above that the Board should put the Company up for sale immediately
upon filing restated financial statements with the SEC regardless as to whether
or not they hire a CEO, as we believe this is the most appropriate way to unlock
shareholder value. We understand it would be difficult to consummate a sale of
the Company until restated financial statements are filed, and believe it is
prudent for the Board to wait until this time to initiate the sale process. We
fully expect that the Company will file its restated financial statements in a
timely manner in order to unlock shareholder value as soon as possible.


Sincerely,



Michael Karsch


</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
