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1-12297
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SEC FILE NUMBER
909440 10 9
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CUSIP NUMBER
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [ ] Form 11-K [ ] Form 20-F
[ ] Form 10-Q [ ] Form N-SAR
For Period Ended: December 31, 1997
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ____________________________________
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Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification relates to a portion of the filing checked above,
identify the Item(s) to which notification relates:
N/A
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PART I -- REGISTRANT INFORMATION
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Full name of registrant: United Auto Group, Inc.
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Former name if applicable: N/A
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Address of Principal Executive Office
(Street and Number): 375 Park Avenue
City, State and Zip Code: New York, NY 10152
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PART II -- RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the 15th calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
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PART III -- NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report portion thereof could not be filed within
the prescribed time period.
During 1997, United Auto Group, Inc. (the "Company") completed the acquisition
and integration of 10 retail automotive groups (the "Acquisitions"), restated
current and prior year financial information due to a change in accounting for
new vehicle inventories from LIFO to the Specific Identification method (the
"Restatement") and engaged in a comprehensive review of the Company's
operations which resulted in recording a charge during the fourth quarter of
1997 (the "Fourth Quarter Charge"). Due to the significant time and effort
expended by the employees of the Company working in connection with the
Acquisitions, the Restatement and the Fourth Quarter Charge, the Company's Form
10-K for the fiscal year ended December 31, 1997 could not be filed within the
prescribed time period without unreasonable effort or expense.
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PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
James R. Davidson 212 230-0400
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(Name) (Area code) (Telephone number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is
no, identify report(s).
[X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Earnings for the three and twelve month periods ended December 31, 1997 are
expected to be lower than the comparable periods for the prior year as a result
of the Fourth Quarter Charge, which has been previously disclosed in the
Company's Forms 8-K filed with the SEC on January 14, 1998 and February 20,
1998, and which are incorporated herein by reference.
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United Auto Group, Inc.
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: April 1, 1998 By: /s/ James R. Davidson
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Name: James R. Davidson
Title: Executive Vice President -
Accounting and Treasurer
