1
EXHIBIT 1.03
LETTER OF TRANSMITTAL
OFFER FOR ALL OUTSTANDING
PRIVATELY PLACED 11% SENIOR SUBORDINATED NOTES DUE 2006
IN EXCHANGE FOR
11% SERIES A SENIOR SUBORDINATED NOTES DUE 2006
OF
CSK AUTO, INC.
THIS EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON , 1997, UNLESS EXTENDED
The Exchange Agent is Wells Fargo Bank, N.A., whose mailing address,
facsimile number and telephone number are as follows:
By Hand Delivery, Mail or Overnight Express
(INSURED OR REGISTERED RECOMMENDED):
WELLS FARGO BANK, N.A.,
CORPORATE TRUST DIVISION
#4101-082
100 WEST WASHINGTON
PHOENIX, ARIZONA 85003
ATTENTION: KATHLEEN JAKUBOWICZ
By Facsimile: By Telephone:
(602) 440-1389 (602) 440-1459
DESCRIPTION OF SECURITIES TENDERED
NAME AND ADDRESS OF REGISTERED HOLDER AS IT
APPEARS ON THE PRIVATELY PLACED 11% SENIOR CERTIFICATE NUMBER(S) PRINCIPAL AMOUNT OF
SUBORDINATED NOTES DUE 2006 ("OLD NOTES") OF OLD NOTES TRANSMITTED OLD NOTES TRANSMITTED
- ------------------------------------------- ------------------------------- -------------------------------
- ------------------------------------------ ------------------------------ ------------------------------
- ------------------------------------------ ------------------------------ ------------------------------
- ------------------------------------------ ------------------------------ ------------------------------
- ------------------------------------------ ------------------------------ ------------------------------
- ------------------------------------------ ------------------------------ ------------------------------
NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE
ACCOMPANYING INSTRUCTIONS CAREFULLY.
2
Ladies and Gentlemen:
1. The undersigned hereby agrees to exchange the aggregate principal amount
of privately placed 11% Senior Subordinated Notes Due 2006 (the "Old Notes") for
a like principal amount of 11% Series A Senior Subordinated Notes Due 2006 (the
"Notes") of the Company, upon the terms and subject to the conditions contained
in the Registration Statement on Form S-4 filed by CSK Auto, Inc., an Arizona
corporation, with the Securities and Exchange Commission (the "Registration
Statement") and the accompanying Prospectus dated , 1997 included
therein (the "Prospectus"), receipt of which is hereby acknowledged.
2. The undersigned hereby acknowledges and agrees that the Notes will bear
interest from and including October 30, 1996, the date of issuance of the Old
Notes. Accordingly, the undersigned will forego accrued but unpaid interest on
his, her or its Old Notes that are exchanged for Notes from and including
October 30, 1996 but will receive such interest under the Notes.
3. The undersigned hereby represents and warrants that he, she or it has
full authority to tender the Old Notes described above. The undersigned will,
upon request, execute and deliver any additional documents deemed by the Company
to be necessary or desirable to complete the exchange of the Old Notes.
4. The undersigned understands that the tender of the Old Notes pursuant to
all of the procedures set forth in the Prospectus will constitute an agreement
between the undersigned and the Company as to the terms and conditions set forth
in the Prospectus.
5. The undersigned hereby represents and warrants that the undersigned is
acquiring the Notes in the ordinary course of the business of the undersigned
and that the undersigned is not engaged in, and does not intend to engage in, a
distribution of the Notes.
6. If the undersigned is a broker-dealer, (i) it hereby represents and
warrants that it acquired the Old Notes for its own account as a result of
market-making activities or other trading activities and (ii) it hereby
acknowledges that it will deliver a prospectus meeting the requirements of the
Securities Act of 1933, as amended (the "Securities Act"), in connection with
any resale of the Notes received hereby. The acknowledgment contained in the
foregoing sentence shall not be deemed an admission that the undersigned is an
"underwriter" within the meaning of the Securities Act.
7. Any obligation of the undersigned hereunder shall be binding upon the
successors, assigns, executors, administrators, trustees in bankruptcy and legal
and personal representatives of the undersigned.
3
SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 1)
To be completed ONLY IF the Notes are to be issued in the name of someone
other than the undersigned or are to be sent to someone other than the
undersigned or to the undersigned at an address other than that provided above.
Issue to:
Name
----------------------------------------------
(Please Print)
Address
----------------------------------------------
---------------------------------------
---------------------------------------
(Include Zip Code)
Mail to:
Name
----------------------------------------------
(Please Print)
Address
----------------------------------------------
---------------------------------------
---------------------------------------
(Include Zip Code)
4
SIGNATURE
----------------------------------------------
(Name of Registered Holder)
By:
----------------------------------------------
Name:
Title:
Date:
----------------------------------------------
(Must be signed by registered holder exactly as name appears on Old Notes. If
signature is by trustee, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary or representative
capacity, please set forth full title. See Instruction 3.)
Address:
----------------------------------------------
---------------------------------------
Telephone No.
----------------------------------------------
Taxpayer Identification No.:
- ------------------------------------------------------------------------
Signature Guaranteed By:
- ------------------------------------------------------------------------
(See Instruction 1)
Title:
----------------------------------------------
Name of Institution:
----------------------------------------------
Address:
----------------------------------------------
Date:
----------------------------------------------
PLEASE READ THE INSTRUCTIONS BELOW, WHICH FORM
A PART OF THIS LETTER OF TRANSMITTAL.
5
INSTRUCTIONS
1. GUARANTEE OF SIGNATURES. Signatures on this Letter of Transmittal must
be guaranteed by a firm that is a member of a registered national securities
exchange, a member of the National Association of Securities Dealers, Inc. or by
a commercial bank or trust company having an office in the United States which
is a member of a recognized Medallion Signature Program approved by the
Securities Transfer Association, Inc. (an "Eligible Institution") unless (i) the
"Special Issuance and Delivery Instructions" above have not been completed or
(ii) the old Notes described above are tendered for the account of an Eligible
Institution.
2. DELIVERY OF LETTER OF TRANSMITTAL AND OLD NOTES. The Old Notes, together
with a properly completed and duly executed Letter of Transmittal (or a
facsimile thereof), should be mailed or delivered to the Exchange Agent at the
address set forth above.
THE METHOD OF DELIVERY OF OLD NOTES AND OTHER DOCUMENTS IS AT THE ELECTION
AND RISK OF THE RESPECTIVE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL (WITH
RETURN RECEIPT), PROPERLY INSURED, IS SUGGESTED.
3. GUARANTEED DELIVERY PROCEDURES. Registered holders who wish to tender
their Old Notes and (i) whose Old Notes are not immediately available or (ii)
who cannot deliver their Old Notes, the Letter of Transmittal or any other
required documents to the Exchange Agent prior to the Expiration Date, may
effect a tender if:
(a) The tender is made through an Eligible Institution;
(b) Prior to the Expiration Date, the Exchange Agent receives from
such Eligible Institution a properly completed and duly executed Notice of
Guaranteed Delivery (by facsimile transmission, mail or hand delivery)
setting forth the name and address of the registered holder of the Old
Notes, the certificate number or numbers of such Old Note(s) and the
principal amount of Old Notes tendered, stating that the tender is being
made thereby and guaranteeing that, within five New York Stock Exchange
trading days after the Expiration Date, the Letter of Transmittal (or
facsimile thereof) together with the certificate(s) representing the Old
Notes and any other documents required by the Letter of Transmittal will be
deposited by the Eligible Institution with the Exchange Agent; and
(c) Such properly completed and executed Letter of Transmittal (or
facsimile thereof), as well as the certificate(s) representing all tendered
Old Notes in proper form for transfer and all other documents required by
the Letter of Transmittal are received by the Exchange Agent within five
New York Stock Exchange trading days after the Expiration Date.
Upon request of the Exchange Agent, a Notice of Guaranteed Delivery will be
sent to registered holders who wish to tender their Old Notes according to the
guaranteed delivery procedures set forth above.
4. SIGNATURES ON LETTER OF TRANSMITTAL, BOND POWERS AND ENDORSEMENTS. If
this Letter of Transmittal is signed by a person other than a registered holder
of any Old Notes, such Old Notes must be endorsed or accompanied by appropriate
bond powers, in either case signed exactly as the name or names of the
registered holder or holders appear on the Old Notes.
If this Letter of Transmittal or any Old Notes or bond power is signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
person should so indicate when signing, and, unless waived by the Company,
proper evidence satisfactory to the Company of their authority to so act must be
submitted.
5. EXCHANGE OF OLD NOTES ONLY. Only the above-described Old Notes may be
exchanged for Notes pursuant to the Exchange Offer.
6. MISCELLANEOUS. All questions as to the validity, form, eligibility
(including time of receipt), acceptance and withdrawal of tendered Old Notes
will be resolved by the Company, whose determination will be final and binding.
The Company reserves the absolute right to reject any or all tenders that are
not in proper form or the acceptance of which would, in the opinion of counsel
for the Company, be unlawful. The Company also reserves the right to waive any
irregularities or conditions of tender as to particular Old Notes. The Company's
interpretation of the terms and conditions of the Exchange Offer (including the
instructions in
6
this Letter of Transmittal) will be final and binding. Unless waived, any
irregularities in connection with tenders or consents must be cured within such
time as the Company shall determine. Neither the Company nor the Exchange Agent
shall be under any duty to give notification of defects in such tenders or shall
incur liabilities for failure to give such notification. Tenders of Old Notes
will not be deemed to have been made until such irregularities have been cured
or waived. Any Old Notes received by the Exchange Agent that are not properly
tendered and as to which the irregularities have not been cured or waived will
be returned by the Exchange Agent to the tendering holder thereof.
IMPORTANT TAX INFORMATION
Under current Federal income tax law, an Old Noteholder whose tendered Old
Notes are accepted for payment generally is required to provide the Exchange
Agent (as agent for the payer) with his or her correct taxpayer identification
number ("TIN") on Substitute Form W-9 below. If such Old Noteholder is an
individual, the TIN is his or her social security number. If the Exchange Agent
is not provided with the correct TIN, the Old Noteholder may be subject to a $50
penalty imposed by the Internal Revenue Service. In addition, payments that are
made to such Old Noteholders with respect to New Notes exchanged pursuant to the
Offer may be subject to backup withholding.
Certain Old Noteholders (including, among others, all corporations and
certain foreign individuals) may not be subject to these backup withholding and
reporting requirements. Exempt Old Noteholders should indicate their exempt
status on Substitute Form W-9. In order for a foreign individual to qualify as
an exempt recipient, that Old Noteholder must submit a properly completed
Internal Revenue Service Form W-8, signed under penalties of perjury, attesting
to his or her exempt status. Such statements can be obtained from the Exchange
Agent. See the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional instructions.
If backup withholding applies, the Exchange Agent is required to withhold
31 percent of any such payments made to the Old Noteholder. Backup withholding
is not an additional tax. Rather, the federal income tax liability of persons
subject to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments that are made to an Old
Noteholder with respect to Old Notes exchanged pursuant to the Offer, each Old
Noteholder is required to notify the Exchange Agent of his, her or its correct
TIN by completing the Substitute Form W-9 below certifying the TIN provided on
such form is correct (or that such Old Noteholder is awaiting a TIN) and that
(1) the Old Noteholder has not been notified by the Internal Revenue Service
that he, she or it is subject to backup withholding as a result of a failure to
report all interest or dividends or (2) the Internal Revenue Service has
notified the Old Noteholder that he, she or it is no longer subject to backup
withholding.
7
What NUMBER TO GIVE THE EXCHANGE AGENT
The Old Noteholder is required to give the Exchange Agent the social
security number or employer identification number of the record owner of the Old
Notes. If the Old Notes are in more than one name or are not in the name of the
actual owner, consult the enclosed Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9 for additional guidelines on which
number to report.
PAYER'S NAME: WELLS FARGO BANK, N. A.,
AS AGENT
- ------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX Social Security Number
FORM W-9 AT RIGHT AND CERTIFY BY SIGNING AND DATING or
BELOW Employer Identification Number:
------------------------------
- ------------------------------------------------------------------------------------------------------------------
PART 2 -- Certification Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct Taxpayer Identification Number
DEPARTMENT OF THE TREASURY (or I
INTERNAL REVENUE SERVICE am waiting for a number to be issued to me) and
PAYOR'S REQUEST FOR (2) I am not subject to backup withholding because: (a) I am exempt from
TAXPAYER IDENTIFICATION backup withholding, (b) I have not been notified by the Internal Revenue
NUMBER "TIN" Service (the "IRS") that I am subject to backup withholding as a result of
a failure to report all interest or dividends or (c) the IRS has notified
me that I am no longer subject to backup withholding.
Certification Instructions -- You must cross out Item (2) above if you
have been notified by the IRS that you are currently subject to backup
withholding because of under-reporting interest or dividends on your tax
return. However, if after being notified by the IRS that you were subject
to backup withholding you received another notification from the IRS that
you are no longer subject to backup withholding, do not
cross out such Item (2).
-------------------------------------------------------------------------------
PART 3
SIGNATURE: DATE: Awaiting
--------------------- ------------------- TIN [ ]
- ------------------------------------------------------------------------------------------------------------------
NOTE: FAILURE TO COMPLETE THIS FORM MAY RESULT IN BACKUP WITHHOLDING OF 31
PERCENT OF ANY PAYMENTS MADE TO YOU PURSUANT TO THE OFFER. PLEASE REVIEW
THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
8
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
THE BOX IN PART 3 OF SUBSTITUTE FORM W-9
CERTIFICATE OF AWAITING TAX IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has
not been issued to me, and either (a) I have mailed or delivered an application
to receive a taxpayer identification number to the appropriate Internal Revenue
Service Center or Social Security Administration Office or (b) I intend to mail
or deliver an application in the near future. I understand that if I do not
provide a taxpayer identification number within sixty (60) days, 31 percent of
all reportable payments made to me thereafter will be withheld until I provide a
number.
- --------------------------------------------------------- -----------------------------------------------------
Signature Date
9
NOTICE OF GUARANTEED DELIVERY
FOR
OFFER FOR ALL OUTSTANDING
PRIVATELY PLACED 11% SENIOR SUBORDINATED NOTES DUE 2006
IN EXCHANGE FOR
11% SERIES A SENIOR SUBORDINATED NOTES DUE 2006
OF
CSK AUTO, INC.
Registered holders of privately placed 11% Senior Subordinated Notes Due
2006 (the "Old Notes") who wish to tender their Old Notes in exchange for a like
principal amount of 11% Series A Senior Subordinated Notes Due 2006 (the
"Notes") and whose Old Notes are not immediately available or who cannot deliver
their Old Notes and Letter of Transmittal or any other documents required by the
Letter of Transmittal to Wells Fargo Bank, N.A., (the "Exchange Agent") prior to
the Expiration Date, must use this Notice of Guaranteed Delivery or one
substantially equivalent hereto. This Notice of Guaranteed Delivery may be
delivered by hand or sent by facsimile transmission or mail to the Exchange
Agent. See "THE OFFER -- Procedures for Tendering" in the Prospectus.
THE EXCHANGE AGENT FOR THE OFFER IS
WELLS FARGO BANK, N.A.
By Hand Delivery, Mail or Overnight Express
(INSURED OR REGISTERED RECOMMENDED):
WELLS FARGO BANK, N.A.
CORPORATE TRUST DIVISION
# 4101-082
100 WEST WASHINGTON
PHOENIX, ARIZONA 85003
ATTENTION: KATHLEEN JAKUBOWICZ
By Facsimile: By Telephone:
(602) 440-1389 (602) 440-1459
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF INSTRUCTIONS VIA A FACSIMILE TRANSMISSION TO
A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED ON THE LETTER
OF TRANSMITTAL FOR GUARANTEE OF SIGNATURES.
10
Ladies and Gentlemen:
The undersigned hereby tenders the principal amount of Old Notes indicated
below, upon the terms and subject to the conditions contained in the
Registration Statement on Form S-4 filed by CSK Auto, Inc., an Arizona
corporation, with the Securities and Exchange Commission (the "Registration
Statement") and the accompanying Prospectus dated , 1997 included
therein (the "Prospectus"), receipt of which is hereby acknowledged.
DESCRIPTION OF SECURITIES TENDERED
Name and address of registered holder Certificate number(s) of Old Notes Principal Amount of Old Notes
as it appears on the Old Notes transmitted transmitted
- ------------------------------------ ------------------------------------ ------------------------------------
- ------------------------------------ ------------------------------------ ------------------------------------
- ------------------------------------ ------------------------------------ ------------------------------------
- ------------------------------------ ------------------------------------ ------------------------------------
- ------------------------------------ ------------------------------------ ------------------------------------
11
THE FOLLOWING GUARANTEE MUST BE COMPLETED
GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a firm that is a member of a registered national
securities exchange or a member of the National Association of Securities
Dealers, Inc. or a commercial bank or trust company having an office, branch,
agency or correspondent in the United States, which is a member of a recognized
Medallion Signature Program approved by the Securities Transfer Association,
Inc., hereby guarantees to deliver to the Exchange Agent at one of its addresses
set forth above, the Old Notes, together with a properly completed and duly
executed Letter of Transmittal (or facsimile thereof), with any required
signature guarantees, and any other documents required by the Letter of
Transmittal within five New York Stock Exchange, Inc. trading days after the
date of execution of this Notice of Guaranteed Delivery.
Name of Firm: ------------------------------------- -----------------------------------------------------
(Authorized Signature)
Address: -------------------------------------------- Title:
-----------------------------------------------
---------------------------------------------------
(Zip Code) Name:
-----------------------------------------------------
(Please type or print)
Area Code and Telephone Number: Date:
-----------------------------------------------------
- -----------------------------------------------------
NOTE: DO NOT SEND OLD NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. OLD
NOTES SHOULD BE SENT WITH YOUR LETTER OF TRANSMITTAL.