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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): May 31, 1997
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UNITED AUTO GROUP, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-12297 22-3086739
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
375 Park Avenue, New York, New York 10152
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(Address of principal executive offices) (Zip Code)
(212) 223-3300
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On May 31, 1997, United Auto Group, Inc. ("UAG") consummated the
acquisition of 100% of the capital stock of 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 (the "Reed Group"), for aggregate
consideration in the amount of approximately $30 million, of which
approximately $13 million was in the form of common stock, with such
consideration subject to adjustment based on dealership earnings. The Reed
Group had 1996 revenues of approximately $138 million.
On June 11, 1997, UAG announced that it does not expect to complete
the acquisition of Marshall Mize Ford, Inc., located in Chattanooga,
Tennessee, and Wade Ford, Inc. and Wade Ford Buford, Inc. located in the
Atlanta, Georgia suburbs of Smyrna and Buford, respectively. The aggregate
consideration for the acquisition, which was announced on March 6, 1997, was
to be approximately $23 million.
For more information, please see the Company's press release,
attached hereto as exhibit 99.1, 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 issued June 11, 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: July 14, 1997 By: /s/ James R. Davidson
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James R. Davidson
Senior Vice President - Finance
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EXHIBIT INDEX
Exhibit No. Document
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99.1 Press Release issued June 11, 1997.
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UNITED AUTO GROUP, INC. PRESS RELEASE
Contact: Robert Nelson Bob Amen
Chief Financial Officer Amen & Associates
Karl Winters 212 448-4200
Treasurer
212 230-0400
FOR IMMEDIATE RELEASE
UNITED AUTO GROUP COMPLETES ACQUISITION OF
CAROLINAS-BASED REED GENERAL MOTORS DEALERSHIPS
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Company Also Announces that it Does Not Expect to Complete
Acquisition of Mize Dealership Group
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NEW YORK, NEW YORK, June 11, 1997 - United Auto Group, Inc. (NYSE: UAG), the
nation's second largest publicly-traded automotive retailer, announced today
the completion of the acquisition of 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., located in the Charleston, South
Carolina suburbs of North Charleston and Summerville, respectively.
The three dealerships, which are owned principally by Gene Reed, Jr.,
had estimated 1996 revenues of approximately $135.0 million. The aggregate
consideration for the acquisition 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
dealership earnings. 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 owns GM dealerships in its New York Metro and Arkansas
hubs.
"We have achieved another milestone in our business strategy through
these acquisitions," said Marshall S. Cogan, United Auto's Chairman and Chief
Executive Officer. "The Carolinas are attractive, fast-growing markets,
consistent with our geographic strategy focusing on southern regions."
The Company also announced today that it does not expect to complete
its previously announced acquisition of three Ford Motor Company dealerships
in the Chattanooga and Atlanta-area markets, where it currently operates a
total of six BMW, Nissan and Toyota dealerships. Aggregate consideration for
the acquisition, as announced on March 6, 1997, was approximately $23.0
million. The closing of the transaction was subject to, among other things,
due diligence review with either party having the ability to terminate the
agreement if it was not satisfied with the results of the due diligence
process.
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Mr. Cogan stated, "As a result of the disciplined process in place to
evaluate acquisitions, we determined that ultimately this acquisition would
not have maximized shareholder value."
Mr. Cogan added, "We expect to pursue the acquisition of other Ford
dealerships as they represent some of the industry's strongest brands."
United Auto operates 55 franchises in Arizona, Arkansas, Connecticut,
Florida, Georgia, Nevada, New Jersey, New York, North Carolina, South
Carolina, Tennessee and Texas, representing 27 brands. 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.
Editors note: United Auto Group's company logo and executive
photographs can be retrieved in digital form by media without any charge from
Wieck Photo DataBase (972) 392-0888.
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