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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 1, 1997
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LITHIA MOTORS, INC.
(Exact name of registrant as specified in its charter)
Oregon 93-0572810
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
360 E. Jackson Street, Medford, Oregon 97501
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (541) 776-6899
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LITHIA MOTORS, INC.
FORM 8-K
INDEX
Item Description Page
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Item 2. Acquisition or Disposition of Assets 2
Item 7. Financial Statements and Exhibits 3
Signatures 4
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a)
DICK DONNELLY ACQUISITION
On October 1, 1997, Lithia Motors, Inc. (the "Company"), acquired the
inventories, operating assets and intangible assets of Dick Donnelly
Automotive Enterprises, Inc., a Delaware corporation, dba Dick Donnelly
Lincoln, Mercury, Audi, Suzuki, Isuzu, ("Dick Donnelly"), located in Reno,
Nevada, pursuant to an Agreement for Purchase and Sale of Business Assets
(the "Agreement") dated July 8, 1997. Pursuant to the Agreement, the
total purchase price was $12.8 million, consisting of $6.0 million in cash
from the Company's existing cash balances, $0.6 million in notes to Dick
Donnelly and $6.2 million financed through the Company's flooring line of
credit. The Company is leasing the land and facilities from Dick Donnelly.
There was no previous relationship between the Company and Dick Donnelly,
nor any of the Company's and Dick Donnelly's affiliates, officers or
directors.
BAKERSFIELD NISSAN-BMW ACQUISITION
On October 3, 1997, the Company acquired the inventories, operating assets
and intangible assets of Nissan-BMW, Inc., a California corporation, dba
Bakersfield Nissan, Acura, BMW ("Bakersfield Nissan-BMW"), located in
Bakersfield, California, pursuant to an Agreement for Purchase and Sale of
Business Assets (the "Agreement") dated June 26, 1997. Pursuant to the
Agreement, the total purchase price was $9.2 million, consisting of $4.3
million in cash from the Company's existing cash balances, $1.2 million in
notes to Bakersfield Nissan-BMW and $3.7 million financed through the
Company's flooring line of credit. The Company is leasing the land and
facilities from Bakersfield Nissan-BMW.
There was no previous relationship between the Company and Bakersfield
Nissan-BMW, nor any of the Company's and Bakersfield Nissan-BMW's
affiliates, officers or directors.
(b)
DICK DONNELLY ACQUISITION
The Company acquired vehicle and parts and supplies inventories, as well as
other assets used in the business of vehicle sales, service and support.
The Company intends to utilize the purchased assets in the same capacity.
BAKERSFIELD NISSAN-BMW ACQUISITION
The Company acquired vehicle and parts and supplies inventories, as well as
other assets used in the business of vehicle sales, service and support.
The Company intends to utilize the purchased assets in the same capacity.
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS
(a) FINANCIAL STATEMENTS OF THE BUSINESS ACQUIRED
Financial statements for Dick Donnelly are not presently available, and
will be filed as soon as practicable, but not later than sixty days from
the due date for the filing of this Form 8-K.
Financial statements for Bakersfield Nissan-BMW are not required to be
filed.
(b) PRO FORMA FINANCIAL INFORMATION
Pro forma financial information for Dick Donnelly is not presently
available, and will be filed as soon as practicable, but not later than
sixty days from the due date for the filing of this Form 8-K.
Pro forma financial information for Bakersfield Nissan-BMW is not required
to be filed.
(c) EXHIBITS
The exhibits filed as a part of this report are listed below and this list
constitutes the exhibit index.
2.1 Agreement for Purchase and Sale of Business Assets, by and between
Dick Donnelly Automotive Enterprises, Inc., a Delaware corporation,
dba Dick Donnelly Lincoln, Mercury, Audi, Suzuki, Isuzu, and the
Company, dated July 8, 1997, previously filed as Exhibit 10.3 to the
Company's Form 10-Q for the quarter ended June 30, 1997 as filed with
the Securities and Exchange Commission on August 12, 1997, and is
incorporated herein by reference.
2.2 Agreement for Purchase and Sale of Business Assets, by and between
Nissan-BMW, Inc., a California corporation, dba Bakersfield Nissan,
Acura, BMW, and the Company, dated June 26, 1997, previously filed as
Exhibit 10.2 to the Company's Form 10-Q for the quarter ended June 30,
1997 as filed with the Securities and Exchange Commission on August
12, 1997, and is incorporated herein by reference.
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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.
Date: October 13, 1997 LITHIA MOTORS, INC.
By /s/ SIDNEY B. DEBOER
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Sidney B. DeBoer
Chairman of the Board and
Chief Executive Officer
(Principal Executive Officer)
By /s/ BRIAN R. NEILL
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Brian R. Neill
Senior Vice President and
Chief Financial Officer
(Principal Financial and Accounting Officer)
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