8-K

 

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): May 8, 2006

United Auto Group, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-12297	22-3086739
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
2555 Telegraph Road, Bloomfield Hills, Michigan		48302
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 248-648-2500

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:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On May 8, 2006, Sytner Group Limited, a wholly owned subsidiary of United Auto Group, Inc., and the Royal Bank of Scotland plc, as agent for National Westminster Bank plc, entered into a supplemental agreement to the Credit Agreement dated February 28, 2003. This supplemental agreement extended the credit agreement final mautrity date to March 31, 2008. A copy of the amendment is attached as Exhibit 4.1 to this Current Report on Form 8-K and is hereby incorporated by reference herein.

Item 7.01 Regulation FD Disclosure.

On May 3, 2006, our Board of Directors approved a two-for-one split of the Company's common stock. The additonal shares of common stock will be distributed on June 1, 2006 to shareholders of record on May 11, 2006 as discussed in the press release incorporated herein and attached hereto as Exhibit 99.1.

The Board of Directors also approved a dividend of $0.07 per share payable on June 1, 2006 to shareholders of record on May 11, 2006. This dividend will be paid on the post-split share amounts, as discussed in the press release incorporated herein and attached hereto as Exhibit 99.1.

Item 8.01 Other Events.

On May 3, 2006, our Board of Directors approved a two-for-one split of the Company's common stock. The additonal shares of common stock will be distributed on June 1, 2006 to shareholders of record on May 11, 2006 as discussed in the press release incorporated herein and attached hereto as Exhibit 99.1.

The Board of Directors also approved a dividend of $0.07 per share payable on June 1, 2006 to shareholders of record on May 11, 2006. This dividend will be paid on the post-split share amount, as discussed in the press release incorporated herein and attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

Exhibit 4.1 Supplemental Agreement dated May 8, 2006 to the Credit Agreement dated February 28, 2003 between Sytner Group Limited and The Royal Bank of Scotland plc, as agent for National Westminster Bank plc.

Exhibit 99.1 Press Release.

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 hereunto duly authorized.

	United Auto Group, Inc.
May 8, 2006	By:	Shane M. Spradlin
		Name: Shane M. Spradlin
		Title: Vice President and Secretary

Exhibit Index

Exhibit No.	Description
4.1	Supplemental Agreement to the Credit Agreement dated February 28, 2003 between Sytner Group Limited and the Royal Bank of Scotland plc, as agent for National Westminster Bank plc
99.1	Press Release

EX-4.1

Supplemental Agreement

between

The Royal Bank of Scotland plc acting as agent for National Westminster Bank Plc

and

Sytner Group Limited

Our ref: 61076/CCD/SA

THIS IS AN IMPORTANT DOCUMENT. YOU SHOULD TAKE INDEPENDENT LEGAL ADVICE BEFORE SIGNING AND SIGN ONLY IF YOU WANT TO BE LEGALLY BOUND.

THIS SUPPLEMENTAL AGREEMENT is made between:-

(1) The Royal Bank of Scotland plc (“RBS”) acting as agent for National Westminster Bank Plc; and

(2) Sytner Group Limited (the “Borrower").

WHEREAS

(A) An agreement was entered into between RBS acting as agent for National Westminster Bank Plc and the Borrower dated 28 February 2003, amended by way of a supplemental agreement dated 25 May 2004 (together the “Agreement") setting out the terms and conditions upon and subject to which National Westminster Bank Plc (the “Bank") agreed to make available to the Borrower a revolving credit facility of £55,000,000 (the “Facility"); and

(B) It has been agreed between the Borrower and RBS acting as agent for National Westminster Bank Plc that the term of the Facility shall be extended.

NOW THEREFORE IT IS AGREED:-

1. All words and expressions defined in the Agreement unless the context otherwise requires, shall have the same meanings in this Supplemental Agreement.

2. The terms and conditions of this Supplemental Agreement shall not come into effect unless the following conditions are satisfied:-

(a) the Bank has received and is satisfied with the duplicate of this Supplemental Agreement signed on behalf of the Borrower; and

(b) the Bank has received and is satisfied with a certified copy of the Resolution of the Board of Directors of the Borrower approving the transaction contemplated by this Supplemental Agreement and authorising a specified person to sign this Supplemental Agreement on behalf of the Borrower.

3. To reflect the change referred to in Recital (B) above the terms of the Agreement are hereby amended as follows:-

The definition of “Final Maturity Date” in Clause 1.1 of the Agreement is hereby deleted and replaced with the following:-

“Final Maturity Date” means 31 March 2008;

4. All other terms and conditions of the Agreement remain unaltered and shall continue in full force and effect.

5. This Supplemental Agreement and the Agreement shall, as from the date of this Supplemental Agreement be read and construed together as constituting the agreement between RBS acting as agent for the Bank and the Borrower.

6. The Borrower shall pay to the Bank within 5 Business Days following the execution of this Supplemental Agreement a fee of £25,000 in consideration of the changes contemplated by this Supplemental Agreement.

In Witness whereof this Supplemental Agreement is executed by the duly authorised representatives of the Bank and the Borrower.

For and on behalf of RBS acting as agent for the Bank

/s/ Andrew Baker
Signature

Date May 8, 2006

For and on behalf of the Borrower

/s/ Mark Carpenter
Signature

Date May 8, 2006

Contact:	Jim Davidson		Tony Pordon
	Executive Vice President – Finance		Senior Vice-President
		201-325-3303
	jdavidson@unitedauto.com			248-648-2540
		—	tpordon@unitedauto.com

FOR IMMEDIATE RELEASE

UNITEDAUTO ANNOUNCES INCREASED DIVIDEND

DECLARES TWO-FOR-ONE STOCK SPLIT

BLOOMFIELD HILLS, MI, May 3, 2006 – United Auto Group, Inc. (NYSE:UAG), an international automotive retailer, today announced that its Board of Directors approved a two-for-one stock split. UnitedAuto’s shareholders of record at the close of business on May 11, 2006 will receive one additional share of common stock for every share of common stock held on that date. The new shares will be distributed on June 1, 2006 and UAG’s stock will begin trading ex-stock split on June 2, 2006. The two-for-one stock split will increase the number of shares of common stock outstanding from approximately 47.1 million to approximately 94.2 million.

The Board of Directors also approved a dividend of $0.07 per share payable on June 1, 2006 to shareholders of record on May 11, 2006. This dividend will be paid on the post-split share amounts. After adjusting for the stock split, the dividend represents an increase of two cents per share versus the prior quarterly dividend.

Commenting on the stock split and dividend increase, UnitedAuto Chairman Roger Penske said, “We believe splitting our stock two-for-one should provide additional liquidity to UAG’s common stock while offering a more attractive share price to potential investors. Additionally, the dividend increase provides an incremental return to our shareholders.”

United Auto Group, Inc., headquartered in Bloomfield Hills, Michigan, operates 295 retail automotive franchises, representing 40 different brands, and 27 collision repair centers. UnitedAuto, which sells new and previously owned vehicles, finance and insurance products and replacement parts, and offers maintenance and repair services on all brands it represents, has 173 franchises in 20 states and Puerto Rico and 122 franchises located outside the United States, primarily in the United Kingdom. UnitedAuto is a member of the Fortune 500 and Russell 2000 and has 14,000 employees.

Statements in this press release involve forward-looking statements. Actual results may vary materially because of risks and uncertainties. These forward-looking statements should be evaluated together with additional information about UnitedAuto’s business, market conditions, and other uncertainties which could affect UnitedAuto’s future performance, which are contained in UnitedAuto’s Form 10-K for the year ended December 31, 2005, and its other filings with the Securities and Exchange Commission, and which is incorporated into this press release by reference. This press release speaks only as of its date and UnitedAuto disclaims any duty to update the information herein.

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