-----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, LRAPsUDLjtap/06JX2gEcVKFdOm1yv8vvXdT3Ob0P7EKjb9tSLFhbtdogYsTlmNq XOI5UayJV5V8bv6iRrPKlQ== 0000899140-97-000358.txt : 19970423 0000899140-97-000358.hdr.sgml : 19970423 ACCESSION NUMBER: 0000899140-97-000358 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970415 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970421 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNITED AUTO GROUP INC CENTRAL INDEX KEY: 0001019849 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 223086739 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12297 FILM NUMBER: 97584239 BUSINESS ADDRESS: STREET 1: 375 PARK AVE STREET 2: 22ND FL CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2122233300 MAIL ADDRESS: STREET 1: 375 PARK AVENUE STREET 2: 22ND FL CITY: NEW YORK STATE: NY ZIP: 10152 8-K 1 FORM 8-K 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): April 15, 1997 UNITED AUTO GROUP, INC. (Exact name of registrant as specified in its charter) Delaware 1-12297 22-3086739 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 375 Park Avenue, New York, New York 10152 (Address of principal executive offices) (Zip Code) (212) 223-3300 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) ITEM 5. Other Events. On April 15, 1997, United Auto Group, Inc. (the "Company") signed a definitive agreement to acquire Reed-Lallier Chevrolet, Inc., located in Fayetteville, North Carolina, and Gene Reed Chevrolet, Inc. and Michael Chevrolet-Oldsmobile, Inc., located in North Charleston and Summerville, South Carolina, respectively. Each company operates a General Motors Corporation dealership. The aggregate consideration for the acquisitions is approximately $30 million, consisting of approximately $17.0 million in cash and approximately $13.0 million in common stock of the Company, subject to adjustment based on earnings. For more information, please see the Company's press release filed as an exhibit hereto, which is incorporated herein by reference. ITEM 7. Financial Statements and Exhibits. (a) Financial Statements of Businesses Acquired: N/A (b) Pro Forma Financial Information: N/A (c) Exhibits: 99.1 Press Release relating to acquisitions of Reed-Lallier Chevrolet, Inc., Gene Reed Chevrolet, Inc. and Michael Chevrolet- Oldsmobile, Inc., issued April 15, 1997. SIGNATURES 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 thereunto duly authorized. UNITED AUTO GROUP, INC. DATE: April 21, 1997 By:/s/ Philip N. Smith, Jr. ------------------------ Philip N. Smith, Jr. Vice President, Secretary and General Counsel EXHIBIT INDEX Exhibit No. Document 99.1 Press Release relating to the acquisitions of Reed-Lallier Chevrolet, Inc., Gene Reed Chevrolet, Inc. and Michael Chevrolet-Oldsmobile, Inc., issued April 15, 1997. 262393.01 EX-99 2 [UAG LOGO] NEW YORK--(BUSINESS WIRE)-- April 15, 1997--United Auto Group, Inc. (NYSE: UAG), the nation's second largest publicly-traded automotive retailer, has signed a definitive agreement to acquire 100% of the capital stock of three General Motors Corporation dealerships in the Carolinas: Reed-Lallier Chevrolet, Inc., located in Fayetteville, North Carolina; Gene Reed Chevrolet, Inc. and Michael Chevrolet-Oldsmobile, Inc., which are located in the Charleston, South Carolina suburbs of North Charleston and Summerville, respectively. The announcement was made today by Marshall S. Cogan, Chairman of the Executive Committee of United Auto. Mr. Cogan, who will become the Company's Chairman effective April 17, 1997, said: "The acquisition of these dealerships reflects our confidence in the growth of the Carolinas, and is consistent with our strategy to grow principally in the South, Southeast and Southwest." The aggregate consideration for the acquisitions is approximately $30.0 million, including approximately $17.0 million in cash and approximately $13.0 million in United Auto common stock, with such consideration subject to adjustment based on earnings. The transaction is expected to close by June 1, 1997 and is subject to manufacturer approvals as well as other customary conditions. The three dealerships, which are owned principally by Gene Reed, Jr., had estimated 1996 revenues of approximately $135.0 million. All of the dealerships also sell previously-owned vehicles and offer a complete range of services including service and parts, and the placement of financing and insurance. United Auto also owns GM dealerships in its New York Metro and Arkansas hubs. United Auto reported pro forma 1996 net income of $21.2 million on revenues of $1.6 billion. Taking into consideration its recently announced acquisitions, the Company estimates that its current run rate for 1997 exceeds $2.7 billion. The Company has pursued a strategy based on internal growth from its existing dealerships and from strategic acquisitions. United Auto is expected to complete the previously announced acquisitions of Las Vegal-based Gary Hann Nissan Inc., nine Florida and Long Island dealerships owned by the Staluppi family and three Ford dealerships in the Chattanooga and Atlanta markets by mid-May. United Auto operates 41 franchises in Arizona, Arkansas, Connecticut, Georgia, New Jersey, New York, Tennessee and Texas. As an integral part of its dealership operations, United Auto sells used vehicles and operates eight stand-alone United Auto Mart used vehicle retail centers. United Auto dealerships market a complete line of aftermarket automotive products and services through United AutoCare. The Company also owns Atlantic Auto Finance Corporation, a finance company engaged in the purchase, sale and servicing of prime credit quality automobile loans. This press release contains forward-looking information, and actual results may vary from those expressed or implied herein. Factors that could affect these results include those mentioned in the Company's prospectus dated October 23, 1996 CONTACT: Robert Nelson Chief Financial Officer Karl Winters Treasurer 212/223-3300 or Bob Amen Amen & Associates 212/448-4200 -----END PRIVACY-ENHANCED MESSAGE-----