SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
Under the Securities Exchange Act of 1934
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13-d-2(b)
(Amendment No. ____)
CSK Auto Corporation
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.01 par value 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 the disclosures provided in a prior cover page.
The information required in 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 the ( the "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>
13G
CUSIP No. 125965 10 3 Page 2 of 10 Pages
------------- --- ---
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Carmel Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Governed by the laws of Canada
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON
WITH 6 SHARED VOTING POWER
5,641,967
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
5,641,967
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,641,967
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[x]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
20.3%
12 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13G
CUSIP No. 125965 10 3 Page 3 of 10 Pages
------------ --- ---
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Transatlantic Finance, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [x]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON
WITH 6 SHARED VOTING POWER
544,685
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
544,685
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
544,685
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[x]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.0%
12 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13G
CUSIP No. 125965 10 3 Page 4 of 10 Pages
------------ --- ---
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James Bazlen
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
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON
WITH 6 SHARED VOTING POWER
366,762
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
366,762
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
366,762
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
[x]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.3%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
13G
CUSIP No. 125965 10 3 Page 5 of 10 Pages
------------ --- ---
Item 1(a) Name of Issuer:
CSK Auto Corporation.
Item 1(b) Address of Issuer's Principal Executive Offices:
645 E. Missouri Avenue
Phoenix, AZ 85012.
Item 2(a) Name of Persons Filing:
(i) The Carmel Trust ("Carmel");
(ii) Transatlantic Finance, Ltd. ("Transatlantic"); and
(iii) James Bazlen ("Bazlen").
Item 2(b) Address of Principal Business Office or, if none, Residence:
(i) With respect to Carmel:
c/o Sonnenschein Nath & Rosenthal
Suite 800, Sears Tower
233 S. Wacker Drive
Chicago, Illinois 60606;
(ii) With respect to Transatlantic:
c/o TG Services, Inc.
P.O. Box 186
East Brunswick, New Jersey 08816; and
(iii) With respect to Bazlen:
c/o CSK Auto Corporation
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, $.01 par value per share.
Item 2(e) CUSIP Number:
125965 10 3.
<PAGE>
13G
CUSIP No. 125965 10 3 Page 6 of 10 Pages
------------ --- ---
Item 3 Statements filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c):
Not applicable.
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. With respect to Carmel, the amount indicated in
Items 6, 8 and 9 includes all of the shares of Common Stock owned
by Transatlantic, Carmel's affiliate. With respect to Bazlen, the
amount indicated includes 259,857 shares of Common Stock in the
registered name of JAB Trust, a family trust.
(b) Percent of Class:
With respect to each reporting person listed in Item 2(a)
above, see Item 11 on the second page of the cover page for such
reporting person.
(c) Number of shares as to which such person has:
(i) sole power to vote or to 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 vote or 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) sole 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.
<PAGE>
13G
CUSIP No. 125965 10 3 Page 7 Of 10 Pages
------------ --- ---
Not applicable.
Item 8 Identification and Classification of Members of the Group.
Each reporting person signatory hereto and each of the
other persons listed on Exhibit 1.1 hereto (each a "Party" and
collectively the "Parties") is a party to a certain stockholders'
agreement (the "Stockholders' Agreement"). The Parties
collectively hold 11,932,788 shares of Common Stock or 43% of the
Common Stock issued and outstanding. As the Parties have agreed to
vote with respect to certain matters as set forth in the
Stockholders' Agreement, the 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 Party may be deemed to beneficially own
all shares of Common Stock beneficially owned by the other
Parties. The filing of this Schedule 13G shall not be deemed to be
an admission that any of the reporting persons beneficially owns
any shares of Common Stock beneficially owned by any other Party
nor an admission that the reporting persons or any other person
listed on Exhibit 1.1 hereto are members of a group.
Item 9 Notice of Dissolution of Group.
Not applicable.
Item 10 Certifications.
Not applicable.
<PAGE>
13G
CUSIP No. 125965 10 3 Page 8 of 10 Pages
------------ --- ---
SIGNATURE
After reasonable inquiry and to the best of its or his 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 February 11, 1999.
THE CARMEL TRUST
By: Chiltern Trustees Limited as Trustee
of The Carmel Trust
By: /s/ CG Malet de Carteret
------------------------------------
Name: CG Malet de Carteret
Title: Managing Director
TRANSATLANTIC FINANCE, LTD.
By: /s/ James M. Lieb
------------------------------------
Name: James M. Lieb
Title: Executive Vice President
/s/ James Bazlen
------------------------------------
James Bazlen
<PAGE>
13G
CUSIP No. 125965 10 3 Page 9 of 10 Pages
------------ --- ---
EXHIBIT INDEX
Exhibit
Number Description
------- -----------
1.1 Identity of Parties to the Stockholders'
Agreement.
EXHIBIT 1.1
IDENTITY OF 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
