0001299933-12-001330.txt : 20120525 0001299933-12-001330.hdr.sgml : 20120525 20120525165315 ACCESSION NUMBER: 0001299933-12-001330 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120525 ITEM INFORMATION: Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120525 DATE AS OF CHANGE: 20120525 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PENSKE AUTOMOTIVE 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: 12871949 BUSINESS ADDRESS: STREET 1: 2555 TELEGRAPH RD CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48302-0954 BUSINESS PHONE: 248-648-2500 MAIL ADDRESS: STREET 1: 2555 TELEGRAPH RD CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48302-0954 FORMER COMPANY: FORMER CONFORMED NAME: UNITED AUTO GROUP INC DATE OF NAME CHANGE: 19960726 8-K 1 htm_45213.htm LIVE FILING Penske Automotive Group, Inc. (Form: 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 25, 2012

Penske Automotive 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 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation Under an Off-Balance Sheet Arrangement.

We have called for redemption our $63,324,000 outstanding principal amount of 3.5% Senior Subordinated Convertible Notes due 2026 (the "Notes") at a redemption price of 100% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding June 25, 2012 (the "Redemption Date").

In lieu of surrendering Notes for redemption, Note holders may elect to convert the Notes at any time prior to the close of business on June 21, 2012, which is the second business day prior to the redemption date, based on a conversion rate of 42.7796 shares of our common stock per $1,000 principal amount of the Convertible Notes (which is equal to a conversion price of approximately $23.38 per share). The $63.3 million principal amount of the Notes will be paid in cash, and the conversion premium, if any, will be paid in cash or stock, at our election in accordance with the terms of the indenture governing the Notes. The conversion agent is The Bank of New York Mellon Trust Company, N.A.

The Company’s notice to holders specifying the terms, conditions and procedures for the redemption and/or conversion is available through The Depository Trust Company and the paying agent, The Bank of New York Mellon Trust Company, N.A.

A copy of a press release describing the redemption is attached hereto as Exhibit 99.1 and incorporated herein by reference.





Item 9.01 Financial Statements and Exhibits.

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.

         
    Penske Automotive Group, Inc.
          
May 25, 2012   By:   /s/Shane M. Spradlin
       
        Name: Shane M. Spradlin
        Title: Executive Vice President

Exhibit Index


     
Exhibit No.   Description
 
99.1
  Press Release.
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

FOR IMMEDIATE RELEASE

Penske Automotive Group Announces Redemption of
3.5% Senior Subordinated Convertible Notes Due 2026

BLOOMFIELD HILLS, MI, May 25, 2012 – Penske Automotive Group, Inc., (NYSE: PAG), an international automotive retailer, today announced that it has given notice to holders of the $63,324,000 outstanding principal amount of its 3.5% Senior Subordinated Convertible Notes due 2026 (the “Notes”) that the Company is redeeming (the “Redemption”) all of the Notes at a redemption price of 100% of the principal amount of the Notes, plus accrued and unpaid interest to, but excluding June 25, 2012 (the “Redemption Date”). 

In lieu of surrendering Notes for redemption, Note holders may elect to convert the Notes at any time prior to the close of business on June 21, 2012, which is the second business day prior to the redemption date, based on a conversion rate of 42.7796 shares of the Company’s common stock per $1,000 principal amount of the Convertible Notes (which is equal to a conversion price of approximately $23.38 per share).   The $63.3 million principal amount of the Notes will be paid in cash, and the conversion premium, if any, will be paid in cash or stock, at the Company’s election in accordance with the terms of the indenture governing the Notes. The conversion agent is The Bank of New York Mellon Trust Company, N.A.

The Company’s notice to holders specifying the terms, conditions and procedures for the redemption and/or conversion is available through The Depository Trust Company and the paying agent, The Bank of New York Mellon Trust Company, N.A. 

The address of The Bank of New York Mellon Trust Company, N.A., is Bond Redemption Unit, 111 Sanders Creek Parkway, East Syracuse, New York 13057,  Attention: Mr. Dan Donovan, Phone: (312) 827-8547, Fax: (312) 827-8542.  E-mail:  dan.donovan@bnymellon.com

This press release is for informational purposes only and is not an offer to purchase, or the solicitation of an offer to sell, the Notes.

ABOUT PENSKE AUTOMOTIVE GROUP
Penske Automotive Group, Inc., headquartered in Bloomfield Hills, Michigan, operates 337 retail automotive franchises, representing 40 different brands and 29 collision repair centers. Penske Automotive, 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 170 franchises in 17 states and Puerto Rico and 167 franchises located outside the United States, primarily in the United Kingdom. Penske Automotive is a member of the Fortune 500 and Russell 2000 and has approximately 16,000 employees.

Company inquiries should contact:

     
David K. Jones
Executive Vice President and
Chief Financial Officer
Penske Automotive Group, Inc.
248-648-2800
dave.jones@penskeautomotive.com
  Anthony R. Pordon
Executive Vice President Investor Relations
and Corporate Development
Penske Automotive Group, Inc.
248-648-2540
tpordon@penskeautomotive.com
 
   

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