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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): MAY 31, 2000
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UNITED AUTO GROUP, INC.
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(Exact Name of Registrant as Specified in its Charter)
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DELAWARE 1-12297 22-3086739
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(State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification Number)
13400 OUTER DRIVE WEST 48239
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DETROIT, MI (Including Zip Code)
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(Address of Principal Executive Offices)
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313-592-7311
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(Registrant's Telephone Number, Including Area Code)
375 PARK AVENUE
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NEW YORK, NY 10152
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(Former Name or Address, If Changed From Last Report)
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ITEM 5. OTHER EVENTS
On May 31, 2000, United Auto Group, Inc. (the "COMPANY") issued a press release
announcing, among other things, that it has completed its 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"). The Bank of New York acted on
behalf of UnitedAuto as agent for the tender offer. The price paid for the Notes
purchased in the offer was 101% of the aggregate principal amount thereof, plus
accrued and unpaid interest. Bondholders tendered bonds with a principal amount
of $147.4 million. The funding of the repurchase was completed on May 26, 2000.
Under the terms of the Notes, UnitedAuto was 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%.
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
May 31, 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: May 31, 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
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EXHIBIT DESCRIPTION OF EXHIBIT SEQUENTIAL PAGE
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NUMBER NUMBER
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EXHIBIT 99.1 Press Release of United Auto Group,
Inc., dated May 31, 2000
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