-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KgW1ntWh15GLdJeGekXqsUHuzOI/cSMy9gY6iCtldoi/TY4cmJ8OMQ7MB6yT49Mz pDNOZdAruvX84CuhXO7ydw== 0000950153-99-000142.txt : 19990215 0000950153-99-000142.hdr.sgml : 19990215 ACCESSION NUMBER: 0000950153-99-000142 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990212 GROUP MEMBERS: AUTO EQUITY LIMITED GROUP MEMBERS: AUTO INVESTMENTS LIMITED GROUP MEMBERS: AUTO PARTS LIMITED GROUP MEMBERS: BALLET LIMITED GROUP MEMBERS: CHASE BANK (C.I.) NOMINEES LIMITED GROUP MEMBERS: CSK EQUITY LIMITED GROUP MEMBERS: CSK INTERNATIONAL LIMITED GROUP MEMBERS: CSK INVESTMENTS LIMITED GROUP MEMBERS: DENARY LIMITED GROUP MEMBERS: EQUITY CSKA LIMITED GROUP MEMBERS: EQUITY CSKB LIMITED GROUP MEMBERS: EQUITY CSKC LIMITED GROUP MEMBERS: GLEAM LIMITED GROUP MEMBERS: HIGHLANDS LIMITED GROUP MEMBERS: INVESTCORP CSK HOLDINGS, L.P. GROUP MEMBERS: INVESTCORP INVESTMENT EQUITY LIMITED GROUP MEMBERS: INVESTCORP S A GROUP MEMBERS: MAYNARD JENKINS GROUP MEMBERS: NEW CSK EQUITY LIMITED GROUP MEMBERS: NOBLE LIMITED GROUP MEMBERS: OUTRIGGER LIMITED GROUP MEMBERS: QUILL LIMITED GROUP MEMBERS: RADIAL LIMITED GROUP MEMBERS: SHORELINE LIMITED GROUP MEMBERS: SIPCO LIMITED GROUP MEMBERS: SOUTH BAY LIMITED GROUP MEMBERS: ZINNIA LIMITED 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: 860765797 STATE OF INCORPORATION: AZ FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-55039 FILM NUMBER: 99537676 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: INVESTCORP S A CENTRAL INDEX KEY: 0000903555 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 37 RUE NOTRE DAME CITY: LUXEMBOURG STATE: N4 ZIP: 00000 MAIL ADDRESS: STREET 1: 37 RUE NOTRE DAME CITY: LUXEMBOURG SC 13G/A 1 SC 13G/A 1 CUSIP No. 125965 10 3 13G Page 1 of 40 Pages SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b) AND (c) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (AMENDMENT NO. )(1) CSK AUTO CORPORATION (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 125965 10 3 (CUSIP Number) December 31, 1998 (Date of event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [X] Rule 13d-1(d) - -------------------------- (1) 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). 2 CUSIP No. 125965 10 3 13G Page 2 of 40 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) INVESTCORP, S.A. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Luxembourg NUMBER OF 5. SOLE VOTING POWER SHARES None. BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 1,755,403 EACH 7. SOLE DISPOSITIVE POWER REPORTING None. PERSON 8. SHARED DISPOSITIVE POWER WITH 1,911,103 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,911,103 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* X 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.8% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 CUSIP No. 125965 10 3 13G Page 3 of 40 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) SIPCO Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, B.W.I. 5. SOLE VOTING POWER NUMBER OF None. SHARES 6. SHARED VOTING POWER BENEFICIALLY 1,755,403 OWNED BY 7. SOLE DISPOSITIVE POWER EACH None. REPORTING 8. SHARED DISPOSITIVE POWER PERSON 1,911,103 WITH 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,911,103 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* X 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.8% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 CUSIP No. 125965 10 3 13G Page 4 of 40 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Ballet Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, B.W.I. NUMBER OF 5. SOLE VOTING POWER SHARES None. BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 4,957 EACH 7. SOLE DISPOSITIVE POWER REPORTING None. PERSON 8. SHARED DISPOSITIVE POWER WITH 4,957 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,957 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* X 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.02% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 CUSIP No. 125965 10 3 13G Page 5 of 40 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Denary Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, B.W.I. NUMBER OF 5. SOLE VOTING POWER SHARES None. BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 4,957 EACH 7. SOLE DISPOSITIVE POWER REPORTING None. PERSON 8. SHARED DISPOSITIVE POWER WITH 4,957 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,957 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* X 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.02% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 CUSIP No. 125965 10 3 13G Page 6 of 40 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Gleam Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, B.W.I. 5. SOLE VOTING POWER NUMBER OF None. SHARES 6. SHARED VOTING POWER BENEFICIALLY 4,957 OWNED BY 7. SOLE DISPOSITIVE POWER EACH None. REPORTING 8. SHARED DISPOSITIVE POWER PERSON 4,957 WITH 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,957 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* X 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.02% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 7 CUSIP No. 125965 10 3 13G Page 7 of 40 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Highlands Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, B.W.I. NUMBER OF 5. SOLE VOTING POWER SHARES None. BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 4,957 EACH 7. SOLE DISPOSITIVE POWER REPORTING None. PERSON 8. SHARED DISPOSITIVE POWER WITH 4,957 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,957 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* X 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.02% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 8 CUSIP No. 125965 10 3 13G Page 8 of 40 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Noble Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, B.W.I. NUMBER OF 5. SOLE VOTING POWER SHARES None. BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 4,957 EACH 7. SOLE DISPOSITIVE POWER REPORTING None. PERSON 8. SHARED DISPOSITIVE POWER WITH 4,957 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,957 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* X 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.02% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 9 CUSIP No. 125965 10 3 13G Page 9 of 40 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Outrigger Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, B.W.I. NUMBER OF 5. SOLE VOTING POWER SHARES None. BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 4,957 EACH 7. SOLE DISPOSITIVE POWER REPORTING None. PERSON 8. SHARED DISPOSITIVE POWER WITH 4,957 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,957 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* X 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.02% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 10 CUSIP No. 125965 10 3 13G Page 10 of 40 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Quill Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, B.W.I. NUMBER OF 5. SOLE VOTING POWER SHARES None. BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 4,957 EACH 7. SOLE DISPOSITIVE POWER REPORTING None. PERSON 8. SHARED DISPOSITIVE POWER WITH 4,957 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,957 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* X 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.02% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 11 CUSIP No. 125965 10 3 13G Page 11 of 40 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Radial Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, B.W.I. NUMBER OF 5. SOLE VOTING POWER SHARES None. BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 4,957 EACH 7. SOLE DISPOSITIVE POWER REPORTING None. PERSON 8. SHARED DISPOSITIVE POWER WITH 4,957 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,957 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* X 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.02% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 12 CUSIP No. 125965 10 3 13G Page 12 of 40 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Shoreline Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, B.W.I. NUMBER OF 5. SOLE VOTING POWER SHARES None. BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 4,957 EACH 7. SOLE DISPOSITIVE POWER REPORTING None. PERSON 8. SHARED DISPOSITIVE POWER WITH 4,957 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,957 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* X 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.02% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 13 CUSIP No. 125965 10 3 13G Page 13 of 40 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Zinnia Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, B.W.I. NUMBER OF 5. SOLE VOTING POWER SHARES None. BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 4,957 EACH 7. SOLE DISPOSITIVE POWER REPORTING None. PERSON 8. SHARED DISPOSITIVE POWER WITH 4,957 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,957 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* X 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.02% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 14 CUSIP No. 125965 10 3 13G Page 14 of 40 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) South Bay Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, B.W.I. NUMBER OF 5. SOLE VOTING POWER SHARES None. BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 121,914 EACH 7. SOLE DISPOSITIVE POWER REPORTING None. PERSON 8. SHARED DISPOSITIVE POWER WITH 121,914 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 121,914 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* X 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.4% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 15 CUSIP No. 125965 10 3 13G Page 15 of 40 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Investcorp Investment Equity Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, B.W.I. NUMBER OF 5. SOLE VOTING POWER SHARES None. BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 4,311 EACH 7. SOLE DISPOSITIVE POWER REPORTING None. PERSON 8. SHARED DISPOSITIVE POWER WITH 4,311 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 4,311 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* X 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.02% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 16 CUSIP No. 125965 10 3 13G Page 16 of 40 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Investcorp CSK Holdings L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, B.W.I. 5. SOLE VOTING POWER NUMBER OF None. SHARES 6. SHARED VOTING POWER BENEFICIALLY 565,040 OWNED BY 7. SOLE DISPOSITIVE POWER EACH None. REPORTING 8. SHARED DISPOSITIVE POWER PERSON 764,089 WITH 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 764,089 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* X 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 3.2% 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 17 CUSIP No. 125965 10 3 13G Page 17 of 40 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Equity CSKA Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, B.W.I. NUMBER OF 5. SOLE VOTING POWER SHARES None. BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 409,641 EACH 7. SOLE DISPOSITIVE POWER REPORTING None. PERSON 8. SHARED DISPOSITIVE POWER WITH 409,641 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 409,641 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* X 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.5% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 18 CUSIP No. 125965 10 3 13G Page 18 of 40 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Equity CSKB Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, B.W.I. NUMBER OF 5. SOLE VOTING POWER SHARES None. BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 409,641 EACH 7. SOLE DISPOSITIVE POWER REPORTING None. PERSON 8. SHARED DISPOSITIVE POWER WITH 409,641 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 409,641 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* X 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.5% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 19 CUSIP No. 125965 10 3 13G Page 19 of 40 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Equity CSKC Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, B.W.I. NUMBER OF 5. SOLE VOTING POWER SHARES None. BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 87,542 EACH 7. SOLE DISPOSITIVE POWER REPORTING None. PERSON 8. SHARED DISPOSITIVE POWER WITH 87,542 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 87,542 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* X 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.3% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 20 CUSIP No. 125965 10 3 13G Page 20 of 40 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Auto Equity Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, B.W.I. NUMBER OF 5. SOLE VOTING POWER SHARES None. BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 755,702 EACH 7. SOLE DISPOSITIVE POWER REPORTING None. PERSON 8. SHARED DISPOSITIVE POWER WITH 755,702 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 755,702 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* X 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.7% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 21 CUSIP No. 125965 10 3 13G Page 21 of 40 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Auto Parts Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, B.W.I. NUMBER OF 5. SOLE VOTING POWER SHARES None. BENEFICIALLY 6. SHARED VOTING POWER OWNED BY 755,702 EACH 7. SOLE DISPOSITIVE POWER REPORTING None. PERSON 8. SHARED DISPOSITIVE POWER WITH 755,702 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 755,702 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* X 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.7% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 22 CUSIP No. 125965 10 3 13G Page 22 of 40 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Auto Investments Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, B.W.I. 5. SOLE VOTING POWER NUMBER OF None. SHARES 6. SHARED VOTING POWER BENEFICIALLY 755,702 OWNED BY 7. SOLE DISPOSITIVE POWER EACH None. REPORTING 8. SHARED DISPOSITIVE POWER PERSON 755,702 WITH 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 755,702 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* X 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.7% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 23 CUSIP No. 125965 10 3 13G Page 23 of 40 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) New CSK Equity Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, B.W.I. 5. SOLE VOTING POWER NUMBER OF None. SHARES 6. SHARED VOTING POWER BENEFICIALLY 377,838 OWNED BY 7. SOLE DISPOSITIVE POWER EACH None. REPORTING 8. SHARED DISPOSITIVE POWER PERSON 377,838 WITH 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 377,838 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* X 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 1.4% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 24 CUSIP No. 125965 10 3 13G Page 24 of 40 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) CSK Equity Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, B.W.I. 5. SOLE VOTING POWER NUMBER OF None. SHARES 6. SHARED VOTING POWER BENEFICIALLY 755,702 OWNED BY 7. SOLE DISPOSITIVE POWER EACH None. REPORTING 8. SHARED DISPOSITIVE POWER PERSON 755,702 WITH 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 755,702 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* X 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.7% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 25 CUSIP No. 125965 10 3 13G Page 25 of 40 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) CSK International Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, B.W.I. 5. SOLE VOTING POWER NUMBER OF None. SHARES 6. SHARED VOTING POWER BENEFICIALLY 108,101 OWNED BY 7. SOLE DISPOSITIVE POWER EACH None. REPORTING 8. SHARED DISPOSITIVE POWER PERSON 108,101 WITH 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 108,101 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* X 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.4% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 26 CUSIP No. 125965 10 3 13G Page 26 of 40 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) CSK Investments Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, B.W.I. 5. SOLE VOTING POWER NUMBER OF None. SHARES 6. SHARED VOTING POWER BENEFICIALLY 766,815 OWNED BY 7. SOLE DISPOSITIVE POWER EACH None. REPORTING 8. SHARED DISPOSITIVE POWER PERSON 766,815 WITH 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 766,815 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* X 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 2.8% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 27 CUSIP No. 125965 10 3 13G Page 27 of 40 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Chase Bank (C.I.) Nominees Limited 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands, B.W.I. 5. SOLE VOTING POWER NUMBER OF None. SHARES 6. SHARED VOTING POWER BENEFICIALLY 107,743 OWNED BY 7. SOLE DISPOSITIVE POWER EACH None. REPORTING 8. SHARED DISPOSITIVE POWER PERSON 107,743 WITH 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 107,743 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* X 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.4% 12. TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! 28 CUSIP No. 125965 10 3 13G Page 28 of 40 Pages 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Maynard Jenkins 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) X 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF 5. SOLE VOTING POWER SHARES None. BENEFICIALLY 6. SHARED VOTING POWER OWNED BY None. EACH 7. SOLE DISPOSITIVE POWER REPORTING None. PERSON 8. SHARED DISPOSITIVE POWER WITH 100,491 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 100,491 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* X 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 0.4% 12. TYPE OF REPORTING PERSON* IN *SEE INSTRUCTIONS BEFORE FILLING OUT! 29 CUSIP No. 125965 10 3 13G Page 29 of 40 Pages ITEM 1(a). NAME OF ISSUER. CSK Auto Corporation ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL OFFICES. Suite 400 645 E. Missouri Avenue Phoenix, Arizona 85012 ITEM 2(a). NAME OF PERSON FILING. (i) INVESTCORP, S.A.; (ii) SIPCO Limited; (iii) Ballet Limited; (iv) Denary Limited; (v) Gleam Limited; (vi) Highlands Limited; (vii) Noble Limited; (viii) Outrigger Limited; (ix) Quill Limited; (x) Radial Limited; (xi) Shoreline Limited; (xii) Zinnia Limited; (xiii) South Bay Limited; (xiv) Investcorp Investment Equity Limited; (xv) Investcorp CSK Holdings, L.P.; (xvi) Equity CSKA Limited; (xvii) Equity CSKB Limited; (xviii) Equity CSKC Limited; (xix) Auto Equity Limited; (xx) Auto Investments Limited; (xxi) Auto Parts Limited; (xxii) New CSK Equity Limited; (xxiii) CSK Equity Limited; (xxiv) CSK International Limited; (xxv) CSK Investments Limited; (xxvi) Chase Bank (C.I.) Nominees Limited; and (xxvii) Maynard Jenkins ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE. With respect to reporting person (i) above: 37 rue Notre Dame Luxembourg 30 CUSIP No. 125965 10 3 13G Page 30 of 40 Pages With respect to each reporting person (iii) through (xiii) above: c/o Beaufort Financial Services West Wind Building, P.O. Box 2179, Harbour Drive George Town, Grand Cayman, Cayman Islands, B.W.I. With respect to each reporting person (ii) and (xiv)-(xxv) above: c/o Paget-Brown & Company, Ltd. West Wind Building, P.O. Box 1111, Harbour Drive George Town, Grand Cayman, Cayman Islands, B.W.I. With respect to reporting person (xxvi) above: Chase House Grenville Street St. Helier, Jersey, Channel Islands With respect to reporting person (xxvii) above: c/o CSK Auto Corporation Suite 400 645 E. Missouri Avenue Phoenix, Arizona 85012 ITEM 2(c). CITIZENSHIP. With respect to each reporting person listed in Item 2(a) above, see Item 4 on the second part of the cover page for such reporting person. ITEM 2(d). TITLE OF CLASS OF SECURITIES. Common stock, par value $.01 per share. ITEM 2(e). CUSIP NUMBER. 125965 10 3 ITEM 3. TYPE OF REPORTING PERSON FILING PURSUANT TO RULE 13d-1(b) OR 13d-2(b) OR (c). Not applicable. 31 CUSIP No. 125965 10 3 13G Page 31 of 40 Pages ITEM 4. OWNERSHIP. (a) Amount beneficially owned as of December 31, 1998: With respect to each reporting person listed in Item 2(a) above, see Item 9 on the second part of the cover page for such reporting person. (b) Percent of Class: With respect to each reporting person listed in Item 2(a) above, see Item 11 on the second part of the cover page for such reporting person. (c) Number of shares as to which the Reporting Person has: (i) sole power to vote or direct the vote: With respect to each reporting person listed in Item 2(a) above, see Item 5 on the second part of the cover page for such reporting person. (ii) shared power to direct the vote: With respect to each reporting person listed in Item 2(a) above, see Item 6 on the second part of the cover page for such reporting person. (iii) shared power to dispose or to direct the disposition of: With respect to each reporting person listed in Item 2(a) above, see Item 7 on the second part of the cover page for such reporting person. (iv) shared power to dispose or to direct the disposition of: With respect to each reporting person listed in Item 2(a) above, see Item 8 on the second part of the cover page for such reporting person. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable. 32 CUSIP No. 125965 10 3 13G Page 32 of 40 Pages ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. With respect to reporting person (i) above: INVESTCORP, S.A. does not own any stock in the issuer. The shares of Common Stock beneficially owned by INVESTCORP, S.A. includes all of the shares beneficially owned by Investcorp Investment Equity Limited, a wholly-owned subsidiary of INVESTCORP, S.A. and by Investcorp CSK Holdings L.P., a limited partnership in which INVESTCORP, S.A. both owns a majority economic ownership interest and is the sole general partner. The number of shares of Common Stock beneficially owned by INVESTCORP, S.A. includes shares of outstanding Common Stock that Investcorp CSK Holdings L.P. has the right, pursuant to an option, to acquire from other stockholders of the issuer. INVESTCORP, S.A. 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, Chase Bank (C.I.) Nominees Limited, or the beneficial owners of these entities. INVESTCORP, S.A. may be deemed to share beneficial ownership of the shares of voting stock held by these entities because the entities or their shareholders or principals have entered into revocable management services or similar agreements with an affiliate of INVESTCORP, S.A. pursuant to which each of such entities or their shareholders 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 agreement is in effect. INVESTCORP, S.A. also may be deemed to beneficially own shares of Common Stock owned by the other persons listed on Exhibit 1.1 as being party to the stockholders' agreement described below. With respect to reporting person (ii) above: SIPCO Limited may be deemed to control INVESTCORP, S.A. through its ownership of a majority of the stock of a company which indirectly owns a majority of INVESTCORP, S.A.'s outstanding stock, and thereby to share beneficial ownership of shares with INVESTCORP, S.A. With respect to each reporting person (iii) through (xxvii) above: Each reporting person (iii) through (xxvii) above and each of the other persons listed on Exhibit 1.1 hereto is party to a stockholders' agreement. The parties to this stockholders' agreement collectively hold 11,932,788 shares of Common Stock or 43% of the Common Stock issued and outstanding. As the parties to this stockholders' agreement have agreed to vote with respect to certain matters as set forth therein, all such parties may be deemed to be a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, and thus each such party may be deemed to beneficially own all shares of Common Stock beneficially owned by all other parties. The filing of this Schedule 13G shall not be deemed an admission that the reporting persons signatory hereto beneficially own any shares of Common Stock beneficially owned by any other party to the stockholders' agreement nor an admission that the reporting persons signatory hereto or the other persons listed on Exhibit 1.1 hereto are members of a group. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable. 33 CUSIP No. 125965 10 3 13G Page 33 of 40 Pages ITEM 10. CERTIFICATION. Not applicable. 34 CUSIP No. 125965 10 3 13G Page 34 of 40 Pages SIGNATURES After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this Statement with respect to it or him is true, complete and correct. Dated as of this 12th day of February, 1999. INVESTCORP, S.A. /s/ Gary S. Long -------------------------------- Name: Gary S. Long Title: Chief Financial Officer SIPCO LIMITED /s/ Gary S. Long -------------------------------- Name: Gary S. Long Title: Director BALLET LIMITED /s/ Gary S. Long -------------------------------- Name: Gary S. Long Title: Authorized Representative DENARY LIMITED /s/ Gary S. Long -------------------------------- Name: Gary S. Long Title: Authorized Representative GLEAM LIMITED /s/ Gary S. Long -------------------------------- Name: Gary S. Long Title: Authorized Representative 35 CUSIP No. 125965 10 3 13G Page 35 of 40 Pages HIGHLANDS LIMITED /s/ Gary S. Long -------------------------------- Name: Gary S. Long Title: Authorized Representative NOBLE LIMITED /s/ Gary S. Long -------------------------------- Name: Gary S. Long Title: Authorized Representative OUTRIGGER LIMITED /s/ Gary S. Long -------------------------------- Name: Gary S. Long Title: Authorized Representative QUILL LIMITED /s/ Gary S. Long -------------------------------- Name: Gary S. Long Title: Authorized Representative RADIAL LIMITED /s/ Gary S. Long -------------------------------- Name: Gary S. Long Title: Authorized Representative SHORELINE LIMITED /s/ Gary S. Long -------------------------------- Name: Gary S. Long Title: Authorized Representative 36 CUSIP No. 125965 10 3 13G Page 36 of 40 Pages ZINNIA LIMITED /s/ Gary S. Long --------------------------- Name: Gary S. Long Title: Authorized Representative SOUTH BAY LIMITED /s/ Ken Shanahan --------------------------- Name: Martonmere Services Ltd. Title: Director INVESTCORP INVESTMENT EQUITY LIMITED /s/ Sydney J. Coleman --------------------------- Name: The Director Ltd. Title: Director INVESTCORP CSK HOLDINGS, L.P. /s/ Sydney J. Coleman --------------------------- Name: The Director Ltd. Title: Director EQUITY CSKA LIMITED /s/ Sydney J. Coleman --------------------------- Name: The Director Ltd. Title: Director EQUITY CSKB LIMITED /s/ Sydney J. Coleman --------------------------- Name: The Director Ltd. Title: Director 37 CUSIP No. 125965 10 3 13G Page 37 of 40 Pages EQUITY CSKC LIMITED /s/ Sydney J. Coleman --------------------------- Name: The Director Ltd. Title: Director AUTO EQUITY LIMITED /s/ Mark I. Rutkowski --------------------------- Name: Mark I. Rutkowski Title: Director AUTO INVESTMENTS LIMITED /s/ Ian Wight --------------------------- Name: Ian A. N. Wight Title: Director AUTO PARTS LIMITED /s/ Michael Pilling --------------------------- Name: Michael Pilling Title: Director NEW CSK EQUITY LIMITED /s/ W. Walmsley --------------------------- Name: William Walmsley Title: Director CSK EQUITY LIMITED /s/ AB Thompson --------------------------- Name: Avis Thompson Title: Alternate Director 38 CUSIP No. 125965 10 3 13G Page 38 of 40 Pages CSK INTERNATIONAL LIMITED /s/ C. Bowring --------------------------- Name: Christopher J. Bowring Title: Director CSK INVESTMENTS LIMITED /s/ Glen Wigney --------------------------- Name: Glen Wigney Title: Director CHASE BANK (C.I.) NOMINEES LIMITED /s/ N.A. Roberts --------------------------- Name: N.A. Roberts Title: Director Chase Bank (C.I.) Nominees Limited is a party hereto as the registered holder of the legal title to 107,743 shares of Common Stock, as nominee for principals who, as the beneficial owners thereof, (the "Owners") act through the Program Executive for the Investcorp PIP scheme as their duly appointed Agent [Attorney], and to whose request and direction Chase Bank (C.I.) Nominees Limited acts in regard to the 107,743 shares of Common Stock. Accordingly, Chase Bank (C.I.) Nominees Limited is a party to this Agreement exclusively in its capacity as nominee and bare trustee for the Owners and so that references in this Schedule 13G to the reporting persons shall be construed so that no liability shall be incurred by Chase Bank (C.I.) Nominees Limited on its own account and each undertaking, covenant and agreement herein shall be that exclusively of the Owners and each of them acting through Chase Bank (C.I.) Nominees Limited. TIMOTHY D. TRAFFORD /s/ Timothy D. Trafford --------------------------- (as agent for the Owners) MAYNARD JENKINS /s/ Maynard Jenkins --------------------------- 39 CUSIP No. 125965 10 3 13G Page 39 of 40 Pages EXHIBIT INDEX Exhibit Number Description 1.1 Parties to the Stockholders' Agreement EX-1.1 2 EX-1.1 1 CUSIP No. 125965 10 3 13G Page 40 of 40 Pages EXHIBIT 1.1 PARTIES TO THE STOCKHOLDERS' AGREEMENT Ballet Limited Denary Limited Gleam Limited Highlands Limited Noble Limited Outrigger Limited Quill Limited Radial Limited Shoreline Limited Zinnia Limited South Bay Limited Investcorp Investment Equity Limited Investcorp CSK Holdings, L.P. Equity CSKA Limited Equity CSKB Limited Equity CSKC Limited Auto Equity Limited Auto Investments Limited Auto Parts Limited New CSK Equity Limited CSK Equity Limited CSK International Limited CSK Investments Limited Chase Bank (C.I.) Nominees Limited Maynard Jenkins The Carmel Trust Transatlantic Finance, Ltd. James Bazlen -----END PRIVACY-ENHANCED MESSAGE-----