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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 22, 2000
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UNITED AUTO GROUP, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 1-12297 23-3086739
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification Number)
375 PARK AVENUE 10152
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NEW YORK, NY (Including Zip Code)
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(Address of Principal Executive
Offices)
212-223-3300
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(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
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(Former Name or Address, If Changed From Last Report)
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ITEM 5. OTHER EVENTS
On March 22, 2000, United Auto Group, Inc. (the "COMPANY") issued a press
release announcing, among other things, its plans to launch a change of control
offer to purchase any and all of the outstanding Series A and Series B 11%
Senior Subordinated Notes due 2007 (the "Notes") within the next 30 days. The
Bank of New York will act on behalf of UnitedAuto as agent for the tender offer.
The price to be paid for the Notes purchased in the offer will be 101% of the
aggregate principal amount thereof, plus accrued and unpaid interest. As of
March 21, 2000, there was $151 million principal amount of these Notes
outstanding.
Under the terms of the Notes, UnitedAuto is required to make a change of control
offer in the event that any person's beneficial ownership of UnitedAuto voting
stock increases above 40%. Due to UnitedAuto's previously announced stock
repurchase program, Penske Capital Partners' beneficial ownership has increased
above 40%.
The announcement is neither an offer to purchase nor a solicitation of an offer
to sell these securities. The change of control offer will be made only by a
Change of Control Notice and Offer to Purchase and related Letter of
Transmittal.
A copy of the press release is attached hereto as EXHIBIT 99.1 and is
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) FINANCIAL STATEMENTS:
Financial Statements are not required
(b) PRO FORMA FINANCIAL INFORMATION:
Pro Forma financial information is not required
(c) EXHIBITS:
Exhibit 99.1 - Press Release of United Auto Group, Inc., dated
March 22, 2000
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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 hereunto duly authorized.
Dated: March 22, 2000 UNITED AUTO GROUP, INC.
By: /s/ ROBERT H. KURNICK, JR.
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ROBERT H. KURNICK, JR.
Its: EXECUTIVE VICE PRESIDENT
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION OF EXHIBIT SEQUENTIAL PAGE NUMBER
EXHIBIT 99.1 Press Release of United
Auto Group, Inc., dated
March 22, 2000
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EXHIBIT 99.1 PRESS RELEASE
UNITED AUTO GROUP FORM 8-K MARCH 22, 2000
[UNITED AUTO GROUP LOGO]
UnitedAuto Group, Inc.
375 Park Avenue, 22nd Floor
New York, NY 10152
Contact: Sam DiFeo Jim Davidson Phil Hartz
President Executive Vice President- Sr.Vice President - Corporate
Finance Communications (Media Contact)
201 324-2207 201 324-2676 212 715-8629
FOR IMMEDIATE RELEASE
UNITEDAUTO GROUP PLANS TO LAUNCH CHANGE OF CONTROL OFFER FOR NOTES
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DETROIT, MI, March 22, 2000 - UnitedAuto Group, Inc. (NYSE: UAG), a
leading publicly-traded automobile retailer, announced today that it plans to
launch a change of control offer to purchase any and all of its outstanding
Series A and Series B 11% Senior Subordinated Notes due 2007 (the "Notes")
within the next 30 days. The Bank of New York will act on behalf of UnitedAuto
as agent for the tender offer. The price to be paid for the Notes purchased in
the offer will be 101% of the aggregate principal amount thereof, plus accrued
and unpaid interest. As of March 21, 2000, there was $151 million principal
amount of these Notes outstanding.
Under the terms of the Notes, UnitedAuto is required to make a change
of control offer in the event that any person's beneficial ownership of
UnitedAuto voting stock increases above 40%. Due to UnitedAuto's previously
announced stock repurchase program, Penske Capital Partners' beneficial
ownership has increased above 40%.
This announcement is neither an offer to purchase nor a solicitation of
an offer to sell these securities. The change of control offer will be made only
by a Change of Control Notice and Offer to Purchase and related Letter of
Transmittal.
UnitedAuto, which has pursued a strategy based on internal growth from
its existing dealerships as well as from strategic acquisitions, operates 104
franchises in 16 states and Puerto Rico. UnitedAuto dealerships sell new and
used vehicles and market a complete line of aftermarket automotive products and
services.
This press release contains forward-looking information, and actual
results may materially vary from those expressed or implied herein. Factors -
including economic conditions, manufacturer approvals, and acquisition risks
that could affect these results - are described in reports and documents filed
by the Company with the Securities and Exchange Commission.
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