<PAGE> 1
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): DECEMBER 22, 1999
-----------------
UNITED AUTO GROUP, INC.
-----------------------
(Exact Name of Registrant as Specified in its Charter)
<TABLE>
<S> <C> <C>
DELAWARE 1-12297 23-3086739
-------- ------- ----------
(State or Other Jurisdiction of (Commission File Number) (IRS Employer Identification
Incorporation) Number)
375 PARK AVENUE 10152
--------------- -----
NEW YORK, NY (Including Zip Code)
(Address of Principal Executive
Offices)
</TABLE>
212-223-3300
------------
(Registrant's Telephone Number, Including Area Code)
NOT APPLICABLE
--------------
(Former Name or Address, If Changed From Last Report)
1
<PAGE> 2
ITEM 5. OTHER EVENTS
On December 22, 1999, United Auto Group, Inc. (the "COMPANY") issued a press
release announcing, among other things, its plan to repurchase up to 10% of the
total outstanding common stock of the Company. The shares of stock may be
acquired from time to time over a two-year period either through open market
purchases, negotiated transactions, or other means based upon market conditions.
The repurchase of shares of common stock by the Company will increase the
ownership interest of Penske Capital Partners above 40% of the total ownership
of the Company. If this occurs, the Company plans to make an offer to purchase
the outstanding Senior Subordinated Debentures due 2007 at a change of control
redemption price of 101% of par. Under the terms of the Debentures, a change of
control would occur when Penske Capital's beneficial ownership is increased
above 40% of the outstanding voting stock of the Company. As of December 21,
1999, there was $151 million principal amount of these Debentures outstanding.
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
December 22, 1999
2
<PAGE> 3
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: January 3, 2000 UNITED AUTO GROUP, INC.
By: /s/ James R. Davidson
--------------------------------
JAMES R. DAVIDSON
Its: EXECUTIVE VICE PRESIDENT -
FINANCE
3
<PAGE> 4
EXHIBIT INDEX
-------------
EXHIBIT DESCRIPTION OF EXHIBIT SEQUENTIAL PAGE
------- ---------------------- ---------------
NUMBER NUMBER
------ ------
EXHIBIT 99.1 Press Release of United
Auto Group, Inc., dated
December 22, 1999
4
<PAGE> 1
EXHIBIT 99.1
------------
PRESS RELEASE
UNITED AUTO GROUP FORM 8-K DECEMBER 22, 1999
[UNITED AUTO LETTERHEAD]
Contact: Sam DiFeo Jim Davidson
President Executive Vice President-
Finance
201 324-2592 201 324-2676
FOR IMMEDIATE RELEASE
- ---------------------
UNITEDAUTO GROUP ANNOUNCES STOCK REPURCHASE PROGRAM
- --------------------------------------------------------------------------------
Detroit, MI, December 22, 1999 - UnitedAuto Group, Inc. (NYSE: UAG)
announced today that its Board of Directors has authorized the repurchase of up
to 10% of the total outstanding stock of the Company. Shares may be acquired
from time to time over a two-year period either through open market purchases,
negotiated transactions, or other means based upon market conditions.
"We believe the repurchase of our own shares will enable us to take
advantage of an attractive investment opportunity given the current price level
of our stock," Roger S. Penske, Chairman, said. "This repurchase program will
allow our shareholders to most effectively realize the benefits of our ongoing
success."
The repurchase of shares of common stock by the Company will increase
the ownership interest of Penske Capital Partners above 40% of the total
ownership of the Company. If this occurs, the Company plans to make an offer to
purchase the outstanding Senior Subordinated Debentures due 2007 at a change of
control redemption price of 101% of par. Under the terms of the Debentures, a
change of control would occur when Penske Capital's beneficial ownership is
increased above 40% of the outstanding voting stock of the Company. As of
December 21, 1999 there was $151 million principal amount of these Debentures
outstanding.
<PAGE> 2
UnitedAuto, which has pursued a strategy based on internal growth from
its existing dealerships as well as from strategic acquisitions, operates 103
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.
###
Media Contact:
Phillip M. Hartz
Senior VP, Corporate Communications
(212) 715-8629
