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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 19, 1999
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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 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous independent accountant:
(1) On May 19, 1999, the Registrant dismissed PricewaterhouseCoopers
LLP, which served as the Registrant's independent public
accountants since 1992.
(2) The reports issued by PricewaterhouseCoopers LLP on the financial
statements for the past two fiscal years of the Registrant did not
contain an adverse opinion nor a disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope or accounting
principles.
(3) Based on the recommendation of the Audit Committee, the Registrant's
Board of Directors approved the decision to change independent
public accountants.
(4) In connection with its audits for the two most recent fiscal years
and through May 19, 1999, there were no disagreements with
PricewaterhouseCoopers LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction
of PricewaterhouseCoopers LLP, would have caused
PricewaterhouseCoopers LLP to make reference thereto in their report
on the financial statements for such years or such interim periods.
(5) The Registrant has requested that PricewaterhouseCoopers LLP
furnish it with a letter addressed to the Commission stating whether
or not it agrees with the above statements. A copy of such letter,
dated May 25, 1999, is filed as Exhibit 16.1 to this Form 8-K.
(b) New independent public accountants:
(1) The Registrant engaged Deloitte & Touche LLP as its new independent
public accountants as of May 19, 1999. The Registrant's Board of
Directors approved this on May 19, 1999. During the two most recent
fiscal years and through May 19, 1999, the Registrant has not
consulted with Deloitte & Touche LLP regarding either:
(i) the application of accounting principles to a specified
transaction, either completed or proposed; or the type of
audit opinion that might be rendered on the Registrant's
financial statements; or
(ii) any matter that was either the subject of a disagreement
(as defined in Item 304(a)(1)(iv) of Regulation S-K and the
related instructions to this Item) or a reportable event (as
described in Item 304(a)(1)(v) of Regulation S-K and related
instructions to this Item).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibits:
16.1 Letter from PricewaterhouseCoopers LLP.
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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: May 25, 1998 By: /s/ James R. Davidson
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James R. Davidson
Executive Vice President - Finance
Chief Accounting Officer
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EXHIBIT INDEX
Exhibit No. Document
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16.1 Letter from PricewaterhouseCoopers LLP.
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[Letterhead of PricewaterhouseCoopers LLP]
May 25, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by United Auto Group, Inc. (copy attached),
which we understand will be filed with the Commission, pursuant to Item 4 of
Form 8-K, as part of the Company's Form 8-K report dated May 25, 1999. We agree
with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
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