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): January 31, 2007

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 8.01 Other Events.

On January 26, 2007, we provided notice to The Bank of New York Trust Company, N.A., the trustee of our $300 million 9.625% Senior Subordinated Notes Due 2012 (the "9.625% Notes"), of our intention to redeem the 9.625% Notes on March 15, 2007 at a price of 104.813% for all notes outstanding.

In December 2006, we completed a $375 million 7.75% Senior Subordinated Note offering with the intention of refinancing the 9.625% notes. The proceeds from the offering of 7.75% notes were temporarily used to repay amounts outstanding under our revolving credit agreement in the U.S. and a portion of our U.S. floorplan borrowings. We intend to fund the aggregate redemption price of the Notes (estimated to be $314 million) principally with U.S. floor plan borrowings.

In addition, our Board of Directors has approved a dividend in the amount of $0.07 per share payable March 1, 2007 to shareholders of record as of February 12, 2007.

Both of these matters are discussed more fully in the respective press r eleases incorporated herein and attached hereto as Exhibits 99.1. and 99.2.

Item 9.01 Financial Statements and Exhibits.

99.1 Press Release

99.2 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.
January 31, 2007	By:	/s/ Shane M. Spradlin
		Name: Shane M. Spradlin
		Title: Vice President and Secretary

Exhibit Index

Exhibit No.	Description
99.1	Press Release
99.2	Press Release

EX-99.1

Contact: Bob O’Shaughnessy
Chief Financial Officer
248-648-2800
boshaughnessy@unitedauto.com Tony Pordon
Senior Vice President
248-648-2540
tpordon@unitedauto.com

FOR IMMEDIATE RELEASE

UNITEDAUTO TO REDEEM
$300 MILLION 9.625% SENIOR SUBORDINATED NOTES

BLOOMFIELD HILLS, MI, January 26, 2007 – United Auto Group, Inc. (NYSE:UAG), an international automotive retailer, today provided notice to the Bank of New York Trust Company, N.A., the trustee of its $300 million 9.625% Senior Subordinated Notes Due 2012 (the “Notes”), of its intention to redeem the Notes on March 15, 2007, at a price of 104.813% for all notes outstanding.

In December 2006, the Company completed a $375 million, 7.75% Senior Subordinated Note offering with the intention of refinancing the Notes. The proceeds from the December transaction were temporarily used to repay amounts outstanding under the Company’s revolving credit agreement in the U.S. and a portion of its U.S. floor plan borrowings. UnitedAuto intends to fund the aggregate redemption price of the Notes (estimated to be $314 million) principally with floor plan borrowings in the U.S.

Chief Financial Officer Bob O’Shaughnessy commented, “Upon completing the redemption of the Notes, we will have achieved our goal of lengthening the weighted average maturity of our outstanding fixed rate indebtedness, reducing our exposure to interest rate volatility, and reducing the weighted average interest rate of our fixed rate indebtedness. The Company’s strong cash flow, coupled with the flexibility and stability afforded by our capital structure provide us with the capacity to continue investing in the growth of our business.”

United Auto Group, Inc., headquartered in Bloomfield Hills, Michigan, operates 312 retail automotive franchises, representing 41 different brands, and 26 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 167 franchises in 19 states and Puerto Rico and 145 franchises located outside the United States, primarily in the United Kingdom. UnitedAuto is a member of the Fortune 500 and Russell 1000 and has over 15,000 employees.  

Statements in this press release may involve forward-looking statements, including forward-looking statements regarding UnitedAuto’s present intention and ability to redeem its 9.625% notes. Actual results may vary materially because of risks and uncertainties, including external factors such as interest rate fluctuations, changes in consumer spending and other factors over which management has no control. These forward-looking statements should be evaluated together with additional information about UnitedAuto’s business, markets, 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 are 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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Contact: Bob O’Shaughnessy
Chief Financial Officer
248-648-2800
boshaughnessy@unitedauto.com Tony Pordon
Senior Vice President
248-648-2540
tpordon@unitedauto.com

FOR IMMEDIATE RELEASE

UNITEDAUTO ANNOUNCES QUARTERLY DIVIDEND

BLOOMFIELD HILLS, MI, January 31, 2007 – United Auto Group, Inc. (NYSE:UAG), an international automotive retailer, today announced that its Board of Directors has approved a quarterly dividend of $0.07 per share payable on March 1, 2007, to shareholders of record on February 12, 2007.

United Auto Group, Inc., headquartered in Bloomfield Hills, Michigan, operates 313 retail automotive franchises, representing 41 different brands, and 26 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 168 franchises in 19 states and Puerto Rico and 145 franchises located outside the United States, primarily in the United Kingdom. UnitedAuto is a member of the Fortune 500 and Russell 1000 and has over 15,000 employees.  

Statements in this press release may involve forward-looking statements, including forward-looking statements regarding UnitedAuto. Actual results may vary materially because of risks and uncertainties, including external factors such as interest rate fluctuations, changes in consumer spending and other factors over which management has no control. These forward-looking statements should be evaluated together with additional information about UnitedAuto’s business, markets, 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 are 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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