Penske Automotive Group, Inc. (Form: 8-K)  

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):   February 2, 2010

Penske Automotive Group, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 1-12297 22-3086739
_____________________
(State or other jurisdiction 		_____________
(Commission 		______________
(I.R.S. Employer
of incorporation) File Number) Identification No.)
      
2555 Telegraph Road, Bloomfield Hills, Michigan   48302
_________________________________
(Address of principal executive offices) 		  ___________
(Zip Code)
     
Registrant’s telephone number, including area code:   248-648-2500

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 7.01 Regulation FD Disclosure.

The following information is furnished pursuant to Item 7.01, "Regulation FD Disclosure."

On February 2, 2010, we issued a press release announcing that we filed a registration statement with the Securities and Exchange Commission to commence a secondary offering of up to 5,750,000 shares (including the overallotment option shares) of our common stock by Penske Corporation and its affiliates. Roger Penske is not selling any of the PAG stock that he owns personally. PAG will not sell any shares in the offering or receive any proceeds from the offering and the offering will not be dilutive to PAG stockholders. A copy of the press release is furnished as Exhibit 99.1 and is incorporated herein by reference.





Item 8.01 Other Events.

In connection with our contemporaneous filing of a registration statement, we have updated the risk factors applicable to our business. The updated risk factors are attached as Exhibit 99.2 and are incorporated by reference herein.





Item 9.01 Financial Statements and Exhibits.

99.1 Press Release.

99.2 Updated Risk Factors.





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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.

         
    Penske Automotive Group, Inc.
          
February 2, 2010   By:   Shane M. Spradlin
       
        Name: Shane M. Spradlin
        Title: Senior Vice President and General Counsel

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Exhibit Index


     
Exhibit No.   Description
 
99.1
  Press Release.
99.2
  Updated Risk Factors.