UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): SEPTEMBER 30, 1999
FIRSTAMERICA AUTOMOTIVE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 2-297254-NY 88-0206732
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
601 BRANNAN STREET
SAN FRANCISCO, CA 94107
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 284-0444
(Former name, former address and former fiscal year, if changed
since last report)
FIRSTAMERICA AUTOMOTIVE, INC.
FORM 8-K
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On September 30, 1999, FirstAmerica Automotive, Inc. (the "Company") completed
the acquisition of the Lucas Dealership Group, Inc., which operates three
automobile dealerships in the San Francisco Bay area, three automobile
dealerships in the San Jose/Silicon Valley area and one collision repair
center. Pursuant to an Agreement and Plan of Merger dated September 10, 1999,
by and among the Company and Lucas Dealership Group, Inc., the Lucas Business
Continuation Trust, Scott S. Lucas, Patricia A. Yates, Donald L. Lucas, and
Lucas Acquisition Corp, a wholly owned subsidiary of FirstAmerica Automotive,
Inc., the Company acquired the Lucas Dealership Group, Inc. The purchase price
was approximately $70 million, net of cash acquired, and was paid in cash. The
Company funded this acquisition from borrowings under its new revolving line
of credit from Ford Motor Credit Company.
In September 1999, the Company obtained a new $200 million floor plan facility
and a $138.5 million revolving line of credit facility from Ford Motor Credit
Company, replacing the Company's previous $115 million floor plan facility and
its $60 million line of credit with General Electric Capital Corporation. The
new line of credit was obtained primarily to provide up to $107 million of
funding for the Lucas acquisition described above and three additional
acquisitions in August and September of Kramer Honda-Volvo, Falconi's
Tropicana Honda, and South Bay Chrylser Plymouth Jeep. The line of credit is
guaranteed by a $107 million commitment from Sonic Automotive Inc.'s Chairman
and Chief Executive Officer, O. Bruton Smith. As previously announced, the
Company has entered into a definitive agreement to be acquired by Sonic
Automotive. If the transaction with Sonic Automotive Inc. is not completed,
the Company may be required to sell Sonic all of the dealership operations and
assets the Company acquired with funds from this line of credit.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Pursuant to Item 7(a)(4) of Form 8-K, the financial statements of Lucas
Dealership Group, Inc. required pursuant to Rule 3-05 of Regulation S-X will be
filed as soon as practicable, but no later than December 14, 1999.
(b) Pursuant to Item 7(a)(4) of Form 8-K, the pro forma financial information
of Lucas Dealership Group, Inc. required pursuant to Article 11 of Regulation
S-X will be filed as soon as practicable, but no later than December 14, 1999.
(c) The following exhibits are attached hereto and filed herewith:
Exhibit No. Description
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2.1 Agreement and Plan of Merger, dated as of September 10, 1999, by
and among FirstAmerica Automotive, Inc., Lucas Dealership Group,
Inc., a Texas corporation, the Lucas Business Continuation Trust,
a trust settled under the laws of the State of California,
Scott S. Lucas, an individual resident in the State of California,
Patricia A. Yates, an individual resident in the State of
California, Donald L. Lucas, an individual resident in the State
of California, and Lucas Acquisition Corp, a Texas corporation and
a wholly owned subsidiary of FirstAmerica Automotive, Inc.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: October 15, 1999 FIRSTAMERICA AUTOMOTIVE, INC.
By: /s/ Thomas A. Price
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Thomas A. Price
President and Chief Executive Officer