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 11, 2008
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
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(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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645 East Missouri Avenue, Suite 400
Phoenix, Arizona 85012
(Address of principal executive offices, Zip code)
(602) 265-9200
(Registrants telephone number, including area code)
(Not Applicable)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (
see
General Instruction A.2):
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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))
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Section 3 Securities and Trading Markets
Item 3.01.
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
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On April 1, 2008, CSK Auto Corporation, a Delaware corporation (the Company) entered into an Agreement and Plan of Merger (the
Merger Agreement) with OReilly Automotive, Inc., a Missouri corporation (OReilly) and OC Acquisition Company, a Delaware corporation and an indirect wholly-owned subsidiary of OReilly
(Purchaser). Pursuant to the Merger Agreement, Purchaser commenced a tender offer (the Offer) to acquire each outstanding share of common stock of the Company, par value $0.01 per share (Company Common Stock), in
exchange for (i) between 0.3673 and 0.4285 of a share of OReilly common stock and (ii) $1.00 in cash, without interest and less any applicable withholding taxes. The Offer expired at 12:00 p.m. midnight, New York City time, on
July 10, 2008. On July 11, 2008, Purchaser accepted for payment all shares of Company Common Stock that were tendered and not withdrawn prior to the expiration of the Offer and Purchaser was merged with and into the Company in a short
form merger (the Merger) pursuant to Section 253 of the Delaware General Corporation Law (the DGCL), with the Company surviving as an indirect wholly-owned subsidiary of OReilly. In the Merger, each share of
Company Common Stock outstanding immediately prior to the Merger (other than shares of Company Common Stock held in the Companys treasury or beneficially owned by CSK, OReilly or any of its subsidiaries or for which appraisal rights have
been perfected) was canceled and converted into the right to receive (i) 0.4285 of a share of OReilly common stock and (ii) $1.00 in cash, without interest and less any applicable withholding taxes (the Merger
Consideration).
As a result of the Merger, the Company no longer fulfills the numerical listing requirements of the New York Stock
Exchange (NYSE). Accordingly, on July 11, 2008, the Company requested that NYSE file with the Securities and Exchange Commission (the SEC) a Notification of Removal from Listing and/or Registration under
Section 12(b) of the Securities Exchange Act of 1934, as amended (the Exchange Act) on Form 25 thereby effecting the delisting of the Companys shares of common stock from NYSE and the deregistration of the Companys
shares of common stock under the Exchange Act. The Company will also file with the SEC a Certification on Form 15 under the Exchange Act to suspend the Companys reporting obligations under Sections 13(a) and 15(d) of the Exchange Act.
Item 3.03.
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Material Modification to Rights of Security Holders.
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The information set forth in Item 3.01 of this Current Report on Form 8-K is incorporated herein by reference.
Section 5
Corporate Governance and Management
Item 5.01.
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Change in Control of the Registrant.
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Pursuant to
the Merger Agreement, Purchaser commenced the Offer to acquire all of the outstanding shares of Company Common Stock. The Offer expired at 12:00 p.m. midnight, New York City time, on July 10, 2008, at which time a total of 38,092,340 shares of
Company Common Stock were validly tendered in the Offer and not withdrawn (not including 2,903,556 shares delivered through notices of guaranteed delivery). The consideration paid in exchange for each tendered share of Company Common Stock was equal
to 0.4285 of a share of OReilly common stock and $1.00 in cash. Together with the shares Purchaser previously owned, upon accepting the shares of Company Common Stock for exchange, OReilly owns 40,246,268 shares of Company Common Stock,
or approximately 90.5% of the issued and outstanding shares of shares of Company Common Stock. As a result of the Merger, all publicly held shares of Company Common Stock (other than shares of Company Common Stock held in the Companys treasury
or beneficially owned directly or indirectly by the Company or OReilly or for which appraisal rights have been perfected) were canceled and converted into the right to receive the Merger Consideration. Following the Merger, the Company became
an indirect wholly-owned subsidiary of OReilly.
In connection with the Offer and the Merger, OReilly entered into an
asset-based senior secured credit facility in the amount of approximately $1.3 billion with Bank of America, N.A., Lehman Commercial Paper Inc. and Lehman Brothers Commercial Bank.
On July 11, 2008, OReilly issued a press release announcing completion of the Offer and the Merger. A copy of this press release is attached
hereto as Exhibit 99.1.
Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Following Purchasers acceptance for payment of all of the shares of the Company common stock tendered in the offer, all of the Companys
directors resigned except Charles K. Marquis and Charles J. Philippin and Gregory L. Henslee, David OReilly and Thomas G. McFall were appointed directors of the Company effective on July 11, 2008. Upon consummation of the merger, the
newly appointed directors continued and Messrs. Marquis and Philippin no longer are directors of the Company.
Item 5.03.
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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Pursuant to the Merger Agreement, upon consummation of the Merger, Purchasers certificate of incorporation, as in effect immediately prior to the Effective Time, continued as the certificate of incorporation of
the surviving corporation, except that Article I was amended as follows: The name of the Corporation is CSK Auto Corporation. A copy of the amended and restated certificate of incorporation of the Company is filed as Exhibit 3.1 hereto
and incorporated herein by reference.
In addition, pursuant to the Merger Agreement, upon consummation of the Merger, the bylaws of
Purchaser, as in effect immediately prior to the Effective Time, continued as the bylaws of the surviving corporation, except that the bylaws were amended to reflect that the name of the surviving corporation is CSK Auto Corporation. A
copy of the amended bylaws of the Company is filed as Exhibit 3.2 hereto and incorporated herein by reference.
Section 8 Other Events
The information set forth in Item
3.01 of this Current Report on Form 8-K is incorporated herein by reference.
Section 9 Financial Statements and Exhibits
Item 9.01.
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Financial Statements and Exhibits.
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(d) Exhibits:
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Exhibit No.
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Description
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3.1
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Amended and Restated Certificate of Incorporation of CSK Auto Corporation, dated July 11, 2008.
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3.2
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Amended Bylaws of CSK Auto Corporation, dated July 11, 2008.
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99.1
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Press Release of OReilly Automotive, Inc., dated July 11, 2008.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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CSK AUTO CORPORATION
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By:
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/s/ Randi Val Morrison
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Name:
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Randi Val Morrison
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Title:
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Senior Vice President, General Counsel and Secretary
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Date: July 11, 2008
Exhibit Index
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Exhibit No.
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Description
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3.1
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Amended and Restated Certificate of Incorporation of CSK Auto Corporation, dated July 11, 2008.
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3.2
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Amended and Restated Bylaws of CSK Auto Corporation, dated July 11, 2008.
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99.1
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Press Release of OReilly Automotive, Inc., dated July 11, 2008.
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