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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): March 6, 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 2. Acquisition or Disposition of Assets.
On March 6, 1997, United Auto Group, Inc. ("UAG"), through two
wholly-owned subsidiaries, acquired 100% of the partnership interests in Shannon
Automotive, Ltd. ("Shannon"). Shannon operates two automobile dealerships, Crown
Dodge and Crown Jeep-Eagle Chrysler-Plymouth, located in Houston, Texas. Kevin
J. Coffey was the indirect owner of a ninety-nine percent (99%) interest in
Shannon, and Paul J. Rhodes was the indirect owner of a one percent (1%)
interest in Shannon.
The aggregate consideration for the acquisition was approximately
$14.0 million, consisting of approximately $1.4 million in cash, UAG common
stock valued at approximately $7.0 million and the repayment of the sellers'
indebtedness in the amount of $5.6 million. The cash portion of the
consideration was taken from the proceeds of UAG's initial public offering of
common stock. The amount of consideration was arrived at through arm's length
negotiation.
The acquired automobile dealerships own office equipment and furniture
used in the sales and administrative operations, as well as automobile servicing
equipment used in the service operations. UAG intends to continue such use.
ITEM 7. Financial Statements and Exhibits.
(a) Financial Statements of Businesses Acquired:
The financial statements required by this Item 7(a) are not being
filed with this report. The required financial statements will be
filed by amendment, on or prior to May 20, 1997.
(b) Pro Forma Financial Information:
The pro forma financial information required by this Item 7(b) is
not being filed with this report. The required pro forma
financial information will be filed by amendment, on or prior to
May 20, 1997.
(c) Exhibits:
2. Agreement and Plan of Merger, dated December 16, 1996, among
Crown Jeep Eagle, Inc., Berylson, Inc., Shannon Automotive,
Ltd., Kevin J. Coffey, Paul J. Rhodes, UAG, UAG Texas, Inc.
and UAG Texas II, Inc. (incorporated by reference to
Exhibit 10.11.1 to UAG's Current Report on Form 8-K dated
December 24, 1996 (File No. 1-12297)).
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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: March 21, 1997 By: /s/ Philip N. Smith, Jr.
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Name: Philip N. Smith, Jr.
Title:Vice President, Secretary
and General Counsel
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EXHIBIT INDEX
Exhibit No. Document
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2. Agreement and Plan of Merger, dated December 16, 1996, among
Crown Jeep Eagle, Inc., Berylson, Inc., Shannon Automotive,
Ltd., Kevin J. Coffey, Paul J. Rhodes, UAG, UAG Texas, Inc.
and UAG Texas II, Inc. (incorporated by reference to Exhibit
10.11.1 to UAG's Current Report on Form 8-K dated December 24,
1996 (File No. 1-12297)).
