0001104659-04-004131.txt : 20040213 0001104659-04-004131.hdr.sgml : 20040213 20040213111126 ACCESSION NUMBER: 0001104659-04-004131 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20040213 GROUP MEMBERS: KEVIN F. FLYNN JUNE, 1992 NON-EXEMPT TRUST SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LKQ CORP CENTRAL INDEX KEY: 0001065696 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLES & MOTOR VEHICLE PARTS & SUPPLIES [5010] IRS NUMBER: 364215970 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-79604 FILM NUMBER: 04595725 BUSINESS ADDRESS: STREET 1: 120 NORTH LASALLE STREET STREET 2: SUITE 3300 CITY: CHICAGO STATE: IL ZIP: 60602 MAIL ADDRESS: STREET 1: 120 N LASALLE STREET STREET 2: STE 3300 CITY: CHICAGO STATE: IL ZIP: 60602 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FLYNN KEVIN F CENTRAL INDEX KEY: 0001265898 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: C/O LKQ CORP STREET 2: 120 N LASALLE ST STE 3300 CITY: CHICAGO STATE: IL ZIP: 60602 BUSINESS PHONE: 3122803700 MAIL ADDRESS: STREET 1: C/O LKQ CORP STREET 2: 120 N LASALLE ST STE 3300 CITY: CHICAGO STATE: IL ZIP: 60602 SC 13G 1 a04-2324_1sc13g.htm SC 13G

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549

	SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

LKQ Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

501889 20 8

(CUSIP Number)

December 31, 2003

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
o	Rule 13d-1(c)
ý	Rule 13d-1(d)

*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 (“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 2 of 7 Pages
CUSIP No. 501889 20 8

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Kevin F. Flynn

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
				Not Applicable

	3.	SEC Use Only

	4.	Citizenship or Place of Organization U.S.

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 1,395,706

			6.		Shared Voting Power None

			7.		Sole Dispositive Power 1,395,706

			8.		Shared Dispositive Power None

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,395,706

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o Not Applicable

	11.	Percent of Class Represented by Amount in Row (9) 7.1%

	12.	Type of Reporting Person (See Instructions) IN

Page 3 of 7 Pages
CUSIP No. 501889 20 8
	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Kevin F. Flynn June, 1992 Non-Exempt Trust

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		o
				Not Applicable

	3.	SEC Use Only

	4.	Citizenship or Place of Organization Illinois

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 1,395,706

			6.		Shared Voting Power None

			7.		Sole Dispositive Power 1,395,706

			8.		Shared Dispositive Power None

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 1,395,706

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o Not Applicable

	11.	Percent of Class Represented by Amount in Row (9) 7.1%

	12.	Type of Reporting Person (See Instructions) OO

Item 1.
	(a)	Name of Issuer LKQ Corporation
	(b)	Address of Issuer’s Principal Executive Offices 120 North LaSalle Street, Suite 3300 Chicago, IL 60602

Item 2.
	(a)	Name of Person Filing Kevin F. Flynn (“Mr. Flynn”) and Kevin F. Flynn June, 1992 Non-Exempt Trust (the “Trust”)
	(b)	Address of Principal Business Office or, if none, Residence c/o Flynn Enterprises 676 North Michigan Avenue, Suite 4000 Chicago, IL 60611
	(c)	Citizenship Mr. Flynn is a U.S. citizen The Trust is an Illinois trust
	(d)	Title of Class of Securities Common Stock
	(e)	CUSIP Number 501889 20 8

Item 3.	If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).
		Not applicable

Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned: The 1,395,706 shares of Common Stock beneficially owned includes 1,177,462 shares owned directly by the Trust and 218,244 shares that Mr. Flynn has the current right to purchase pursuant to a warrant held directly by Mr. Flynn.
	(b)	Percent of class: 7.1% (based on 19,656,885 shares outstanding as of October 31, 2003, and assuming exercise in full of the warrant described in Item 4(a))
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote 1,313,455
		(ii)	Shared power to vote or to direct the vote None
		(iii)	Sole power to dispose or to direct the disposition of 1,313,455
		(iv)	Shared power to dispose or to direct the disposition of None

Item 5.	Ownership of Five Percent or Less of a Class
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o.
	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 or Control Person
	Not Applicable


Item 8.	Identification and Classification of Members of the Group
	Not Applicable


Item 9.	Notice of Dissolution of Group
	Not Applicable


Item 10.	Certification
	Not Applicable

Signature

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: February 13, 2004


	KEVIN F. FLYNN

	Kevin F. Flynn*

	KEVIN F. FLYNN JUNE, 1992 NON-EXEMPT TRUST

	By:	Kevin F. Flynn*
	Name: Kevin F. Flynn
	Title: Trustee

	*By:	/s/ Victor M. Casini
	Victor M. Casini
	Attorney-in-Fact

Exhibit Index

Exhibit 1		Power of Attorney of dated as of October 2, 2003

Exhibit 2		Joint Filing Agreement dated February 13, 2004 by and among Kevin F. Flynn and the Kevin F. Flynn June, 1992 Non-Exempt Trust

EX-1 3 a04-2324_1ex1.htm EX-1

EXHIBIT 1

POWER OF ATTORNEY

Know all by these presents, that each of the undersigned hereby constitutes and appoints each of Victor M. Casini, Walter P. Hanley, Stacie L. Herron and David P. Glatz, signing singly, the undersigned’s true and lawful attorney-in-fact to:

(1) execute for and on behalf of the undersigned, in the undersigned’s capacity as an over five percent (5%) stockholder of LKQ Corporation (the “Company”), a Schedule 13D or Schedule 13G, as applicable, in accordance with Section 13 of the Securities Exchange Act of 1934 and the rules thereunder;

(2) execute for and on behalf of the undersigned, in the event the undersigned becomes an over ten percent (10%) stockholder of LKQ Corporation (the “Company”), a Form 3, 4 or 5, as applicable, in accordance with Section 16 of the Securities Exchange Act of 1934 and the rules thereunder;

(3) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Schedule 13D or 13G or Form 3, 4 or 5, complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and

(4) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Sections 13 or 16 of the Securities Exchange Act of 1934.

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file a Schedule 13D or 13G or a Form 3, 4 or 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

IN WITNESS WHEREOF, each of the undersigned has caused this Power of Attorney to be executed as of this 2nd day of October, 2003.

	/s/ Kevin F. Flynn
	Print Name: Kevin F. Flynn

	KEVIN F. FLYNN JUNE, 1992 NON-EXEMPT TRUST

	By: /s/ Kevin F. Flynn
	Name: Kevin F. Flynn
	Title: Trustee

EX-2 4 a04-2324_1ex2.htm EX-2

EXHIBIT 2

JOINT FILING AGREEMENT

The undersigned hereby agree to the joint filing of the Schedule 13G to which this Agreement is attached.

Date: February 13, 2004


	KEVIN F. FLYNN

	Kevin F. Flynn*

	KEVIN F. FLYNN JUNE, 1992 NON-EXEMPT TRUST

	By:	Kevin F. Flynn*
	Name: Kevin F. Flynn
	Title: Trustee

	*By:	/s/ Victor M. Casini
	Victor M. Casini
	Attorney-in-Fact