<PAGE>
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 30, 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)
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On April 30, 1997, United Auto Group, Inc. ("UAG"), through a
wholly-owned subsidiary, acquired 100% of the capital stock of a group of
companies which operate nine automobile dealerships and related businesses (the
"Staluppi Group"), located in West Palm Beach, Florida and Long Island, New
York, from John A. Staluppi and John A. Staluppi, Jr. The Staluppi Group is
comprised of Amity Auto Plaza Ltd., Massapequa Imports Ltd., Westbury Nissan
Ltd., Westbury Superstore Ltd., J&S Auto Refinishing Ltd., Florida Chrysler
Plymouth Jeep Eagle Inc., Palm Auto Plaza Inc., West Palm Infiniti Inc., West
Palm Nissan Inc. and Northlake Auto Finish Inc.,
The aggregate consideration for the acquisition was approximately $50.0
million, consisting of approximately $25.0 million in cash, 127,660 shares of
UAG common stock and notes totaling approximately $22.0 million. UAG has agreed
to make an additional contingent cash payment to the extent that such shares
have an aggregate market value of less than $3.0 million on the date they
become freely tradable. The cash portion of the consideration was borrowed
under UAG's senior credit facility. 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 July 14, 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 July 14, 1997.
(c) Exhibits:
10.13.1. Stock Purchase Agreement, dated February 19, 1997, among the
Company, UAG East, Inc., Amity Auto Plaza Ltd., Massapequa
Imports Ltd., Westbury Nissan Ltd., Westbury Superstore Ltd.,
J&S Auto Refinishing Ltd., Florida Chrysler Plymouth Jeep
Eagle Inc., Palm Auto Plaza Inc., West Palm Infiniti Inc.,
West Palm Nissan Inc., Northlake Auto Finish Inc., John A.
Staluppi and John A. Staluppi, Jr. (Incorporated herein by
reference to the identically numbered exhibit to the
Company's Quarterly Report on Form 10-Q filed on May 15,
1997, File No. 1-12297).
-2-
<PAGE>
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: May 15, 1997 By: /s/ James R. Davidson
-------------------------
Name: James R. Davidson
Title: Senior Vice President - Finance
-3-
<PAGE>
EXHIBIT INDEX
Exhibit No. Document
- ----------- --------
10.13.1. Stock Purchase Agreement, dated February 19, 1997, among
the Company, UAG East, Inc., Amity Auto Plaza Ltd.,
Massapequa Imports Ltd., Westbury Nissan Ltd., Westbury
Superstore Ltd., J&S Auto Refinishing Ltd., Florida
Chrysler Plymouth Jeep Eagle Inc., Palm Auto Plaza Inc.,
West Palm Infiniti Inc., West Palm Nissan Inc., Northlake
Auto Finish Inc., John A. Staluppi and John A. Staluppi,
Jr. (Incorporated herein by reference to the identically
numbered exhibit to the Company's Quarterly Report on Form
10-Q filed on May 15, 1997, File No. 1-12297).
-4-
