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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 5. Other Events.
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On March 6, 1997, United Auto Group, Inc. (the "Company") signed a
definitive agreement to acquire 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 acquisitions is approximately $23 million.
On March 7, 1997, Marshall S. Cogan was appointed Chairman of the
Board and Chief Executive Officer of the Company, effective April 17, 1997, the
date of the Company's annual meeting. Mr. Cogan is the Company's founder, Vice
Chairman and Chairman of the Executive Committee. He succeeds Carl Spielvogel,
who has resigned.
For more information, please see the Company's press releases filed as
exhibits hereto, which are incorporated herein by reference.
ITEM 7. Financial Statements and Exhibits.
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(a) Financial Statements of Businesses Acquired: N/A
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(b) Pro Forma Financial Information: N/A
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(c) Exhibits:
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99.1 Press Release relating to the acquisitions of Marshall
Mize Ford, Inc., Wade Ford, Inc. and Wade Ford Buford,
Inc. issued March 6, 1997.
99.2 Press Release relating to the appointment of Marshall S.
Cogan as Chairman of the Board and Chief Executive
Officer, issued March 7, 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: March 10, 1997 By: /s/ Robert H. Nelson
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Robert H. Nelson
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Document
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99.1 Press Release relating to the acquisitions of Marshall Mize
Ford, Inc., Wade Ford, Inc. and Wade Ford Buford, Inc.
issued March 6, 1997.
99.2 Press Release relating to the election of Marshall S. Cogan
as Chairman of the Board and Chief Executive Officer March
7, 1997.
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UNITED AUTO GROUP, INC. PRESS RELEASE
Contact: Carl Spielvogel Bob Amen
Chairman and Chief Executive Officer Amen & Associates
Robert Nelson 212-448-4200
Chief Financial Officer
212-223-3300
FOR IMMEDIATE RELEASE
UNITED AUTO GROUP INITIATES RELATIONSHIP WITH FORD AND ANNOUNCES
THE ACQUISITION OF THREE FORD DEALERSHIPS
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Company to Expand Presence in Chattanooga Market Through Marshall Mize Ford;
Adds Two Wade Ford Dealerships to Its Atlanta Hub
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Revenues From Four Acquisitions Announced Since
October 1996 IPO Exceed $800 Million
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NEW YORK, NEW YORK, March 6, 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 Ford Motor
Company dealerships, Marshall Mize Ford, Inc., located in Chattanooga,
Tennessee; Wade Ford, Inc. and Wade Ford Buford, Inc. The Wade Ford dealerships
are located in the Atlanta, Georgia suburbs of Smyrna and Buford, respectively.
The announcement was made today by Carl Spielvogel, Chairman and Chief
Executive Officer of United Auto and Marshall S. Cogan, Chairman of the
Executive Committee of United Auto.
Mr. Cogan, who is responsible for the Company's acquisition strategy, said:
"We are pleased to have worked so effectively with Ford management to announce
this acquisition. Ford is one of the most successful manufacturers in our
industry, representing some of the industry's strongest brands.
"This acquisition represents another step in our strategy to build a
premier automotive retailing organization of scale and increased profitability,"
he added.
-more-
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UNITED AUTO GROUP, INC.
PRESS RELEASE
The aggregate consideration for the acquisitions is approximately $23.0
million, including approximately $19.0 million in cash and approximately $4.0
million in United Auto common stock. The Company has also agreed to make an
additional cash payment to the extent that the common stock issued in the
transaction is valued at less than $4.0 million when the shares become freely
tradeable. The transaction is expected to close by mid-May 1997 and is subject
to manufacturer approvals as well as other customary conditions.
The three dealerships had estimated 1996 revenues of approximately $200
million. The Chattanooga dealership is owned principally by Marshall Mize; the
Atlanta-area dealerships are owned principally by Alan Arnold. Both principals
have signed long-term contracts to continue their executive responsibilities.
United Auto also owns United Nissan in Chattanooga as well as three Nissan,
one Toyota and one BMW dealership in the Atlanta market.
United Auto has pursued a business strategy based on internal growth from
existing dealerships and on strategic acquisitions. The acquisition of the Ford
dealerships is United Auto's fourth since completing its initial public offering
on October 28, 1996. The Company estimates that revenues from the four announced
acquisitions exceed $800 million.
The Company expects to complete the previously announced acquisitions of
Houston-based Shannon Automotive Ltd., which operates Crown Dodge and Jeep Eagle
Chrysler-Plymouth, by mid-March; Las Vegas-based Gary Hanna Nissan Inc. by
mid-May; and the nine Florida and Long Island dealerships owned by the Staluppi
family by mid-May.
United Auto operates 38 franchises in Arizona, Arkansas, Connecticut,
Georgia, New Jersey, New York and Tennessee. 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
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owns Atlantic Auto Finance Corporation, a finance company engaged in the
purchase, sale and servicing of prime credit automobile loans.
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UNITED AUTO GROUP, INC. PRESS RELEASE
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Contact: Robert Nelson Robert Amen
Chief Financial Officer Amen & Associates
212-223-3300 203-629-2244
FOR IMMEDIATE RELEASE
UNITED AUTO GROUP ANNOUNCES MANAGEMENT CHANGES
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Founder Marshall S. Cogan Named Chairman and Chief Executive Officer,
Succeeding Chairman and CEO, Carl Spielvogel
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Company to Continue Search for President and Chief Operating Officer
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NEW YORK, NEW YORK, March 7, 1997 - The Board of Directors of United Auto Group,
Inc. (NYSE: UAG), the nation's second largest publicly-traded automotive
retailer, today named Marshall S. Cogan, Chairman and Chief Executive Officer,
effective April 17, 1997, the date of the Company's annual meeting.
Mr. Cogan is the Company's founder, Vice Chairman and Chairman of the
Executive Committee. He will be responsible for United Auto's strategic
direction and acquisitions policy.
Mr. Cogan succeeds Carl Spielvogel, who has resigned as Chairman and Chief
Executive Officer, a position he held since 1994. Mr. Spielvogel has also
informed the Board that he will not stand for re-election as a Director.
Mr. Cogan said, "Carl has helped build United Auto into the leading
publicly-traded independent automotive retailer. The Board of Directors
appreciates his many contributions, including the progress he made in gaining
recognition for the Company and instilling a philosophy of excellence in our 41
dealerships."
"I am enthusiastic about the opportunity to lead the important next stage
of United Auto's development, one focused on building shareholder value through
prudent acquisitions and enhanced revenues from higher margin aftermarket
products. My personal challenge as CEO will be to benchmark the best practices
in our business across all of our brands and regions to win customer loyalty,"
Mr. Cogan added.
-more-
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Mr. Spielvogel said, "I first became involved with United Auto in 1993 as
an investor. Since October 1994, I have led the turnaround of the Company;
participated with Marshall Cogan in the program to gain manufacturers' approval
for public ownership, and worked with JP Morgan to take the Company public."
He added, "Having completed what I came to accomplish, it is now time for
next career."
Mr. Spielvogel's contract ends December 31, 2000; he will continue
as a consultant to United Auto until then.
The Company said that it is continuing its search for an automotive
retailing executive to fill the position of President and Chief Operating
Officer and has retained Korn Ferry International to identify candidates for
this position.
Since the completion of the Company's initial public offering on October
28, 1996, United Auto has announced four acquisitions with total revenues
exceeding $800 million. The Company reported pro forma 1996 net income of $21.2
million on revenues of $1.6 billion. Taking into consideration these recently
announced acquisitions, the Company estimates that its current run rate for 1997
exceeds $2.6 billion.
United Auto has pursued a strategy based on internal growth from its
existing dealerships and from strategic acquisitions. On March 6, 1997, the
Company announced the acquisition of three Ford dealerships in the Chattanooga
and Atlanta markets; the transaction is expected to close by mid-May. The
Company completed the acquisition of Houston-based Shannon Automotive Ltd.,
which operates Crown Dodge and Jeep Eagle Chrysler-Plymouth, this week and is
expected to complete the previously announced acquisitions of Las Vegas-based
Gary Hanna Nissan Inc. by mid-May and the nine Florida and Long Island
dealerships owned by the Staluppi family by mid-May.
United Auto operates 41 franchises in Arizona, 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.
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