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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)
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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.
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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.
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Philip N. Smith, Jr.
Vice President, Secretary
and General Counsel
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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
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[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.
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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
