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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): November 2, 1998
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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
(Former name or former address, if changed since last report): N/A
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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 2
Signatures 3
1
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
(a) On November 2, 1998, Lithia Motors, Inc. (the "Company"), acquired the
inventories, operating assets, real property and intangible assets and
assumed all liabilities of Hutchins Imported Motors, Inc. ("Hutchins") in
Eugene, Oregon, pursuant to an Agreement for Purchase and Sale of Business
Assets (the "Agreement") dated June 18, 1998. Pursuant to the Agreement,
the total purchase price was approximately $7.0 million, consisting of $5.0
million in cash from the Company's used car revolver line of credit and a
$2.0 million note to the seller. The Company is leasing a portion of the
land and facilities from the seller.
There was no previous relationship between the Company and Hutchins, nor
any of the Company's and Hutchins' affiliates, officers or directors.
(b) 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.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION, AND EXHIBITS
(a) FINANCIAL STATEMENTS OF THE BUSINESS ACQUIRED
Financial statements for Hutchins are not required to be filed.
(b) PRO FORMA FINANCIAL INFORMATION
Pro forma financial information for Hutchins 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 Stock Purchase Agreement between William N. Hutchins, Hutchins Eugene
Nissan, Inc. and Hutchins Imported Motors and Lithia Motors, Inc.,
dated June 18, 1998, previously filed as Exhibit 2.3 to the Company's
Form 10-Q for the quarter ended June 30, 1998 as filed with the
Securities and Exchange Commission on August 13, 1998 and is
incorporated herein by reference.
2.2 First, Second and Third Addenda to Stock Purchase Agreement by and
between William N. Hutchins, Hutchins Imported Motors, Inc. and
Hutchins Eugene Nissan, Inc. and Lithia Motors, Inc., dated June 18,
1998, previously filed as Exhibit 2.4 to the Company's Form 10-Q for
the quarter ended September 30, 1998 as filed with the Securities and
Exchange Commission on November 10, 1998 and is incorporated herein by
reference.
2
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: November 9, 1998 LITHIA MOTORS, INC.
By /s/ SIDNEY B. DEBOER
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Sidney B. DeBoer
Chairman of the Board,
Chief Executive Officer and Secretary
(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)
3