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): September 12, 1997
UNITED AUTO GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-12297 22-3086739
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
375 Park Avenue, New York, New York 10152
(Address of principal (Zip Code)
executive offices)
(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 September 12, 1997, United Auto Group, Inc. issued a press release
announcing the private placement of $50.0 million aggregate principal amount of
Senior Subordinated Notes due 2007, Series B in a transaction under Rule 144A of
the Securities Act of 1933, as amended. This current report on Form 8-K is being
filed for the sole purpose of filing the press release, attached hereto as
exhibit 99.1
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 the private placement of $50.0 million
aggregate principal amount of Senior Subordinated Notes due 2007,
Series B in a transaction under Rule 144A of the Securities Act of
1933, as amended, issued September 12, 1997.
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<PAGE>
EXHIBIT INDEX
Exhibit No. Document
99.1 Press Release relating to the private placement of
$50.0 million aggregate principal amount of Senior
Subordinated Notes due 2007, Series B in a transaction under
Rule 144A of the Securities Act of 1933, as amended, issued
September 12, 1997.
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<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: September 24, 1997 By: /s/ Philip N. Smith, Jr.
----------------------------
Philip N. Smith, Jr.
Senior Vice President and
General Counsel
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<PAGE>
FOR IMMEDIATE RELEASE
UNITED AUTO GROUP ANNOUNCES PRIVATE PLACEMENT OF ADDITIONAL
$50.0 MILLION OF SENIOR SUBORDINATED NOTES
IN THE RULE 144A MARKET
NEW YORK, NEW YORK, September 12, 1997 - United Auto Group, Inc. (NYSE:
UAG), the nation's second largest publicly-traded automotive retailer, announced
today that it priced a private placement of $50.0 million aggregate principal
amount of its 11% Senior Subordinated Notes due 2007 (the "Notes") in a
transaction (the "Offering") under Rule 144A of the Securities Act of 1933, as
amended (the "Securities Act").
The Notes will be issued at 100.75% of their principal amount and will pay
interest semi-annually at a rate of 11% per annum with a final maturity on July
15, 2007.
The net proceeds from the sale of the Notes are estimated to be
approximately $48.7 million after deducting the initial purchasers' discount and
estimated expenses related to the Offering. Such net proceeds will be deposited
with the Company's floor plan lenders and will be available for working capital
and other general corporate purposes, including acquisitions of dealerships.
The Notes have not been registered under the Securities Act and may not be
offered or sold in the United States or to U.S. persons absent registration
thereunder or an applicable exemption from the registration requirements
thereof.
This news release shall not constitute an offer to sell or the solicitation
of an offer to buy the securities offered by United Auto in the Offering.
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