LAD » Topics » Item 8.01 Other Events.

This excerpt taken from the LAD 8-K filed Oct 16, 2009.

Item 8.01  Other Events.

On October 15, 2009, the Company issued a press release announcing that it had closed its previously announced underwritten public offering of Class A Common Stock. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

This excerpt taken from the LAD 8-K filed Oct 9, 2009.

Item 8.01—Other Events.

On October 8, 2009, the Company issued a press release announcing that it had priced its underwritten public offering of 4,000,000 shares Class A common stock at $10.00 per share and granted the Underwriters an option to purchase up to 600,000 additional shares of Class A common stock. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated by reference herein.

This excerpt taken from the LAD 8-K filed Oct 2, 2009.

Item 8.01   Other Events.

During the first six months of 2009, we disposed of four stores. With the completion of the sales, we met the criteria under SFAS No. 144 to reclassify the results of their operations as discontinued operations. During the second quarter of 2009, as a result of the Chrysler and GM bankruptcy filings, four additional stores met the criteria under SFAS No. 144 for reporting as discontinued operations. Two of these locations were Chrysler franchises that ceased operations in July 2009. The other two locations are GM stores that received notification of their closure and repurchase by GM through a modification of the franchise agreement.

The Form 8-K updated Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “Form 10-K”) to report these eight locations as discontinued operations, pursuant to the requirement of SFAS No. 144, for the three years ended December 31, 2008, 2007 and 2006. This presentation has no effect on our previously reported net earnings (see Exhibit 99.1 to the Form 8-K, previously filed). This Amendment No. 1 to the Form 8-K, revises Items 6 and 7 of the Form 10-K to report these eight locations as discontinued operations.

In accordance with SFAS No. 144, we have previously reported revenues, expenses and gains (losses) on the disposition of one location as income (loss) from discontinued operations in the quarter ended March 31, 2009 (and the comparable period of the prior year) and eight locations as income (loss) from discontinued operations in the quarter and six months ended June 30, 2009 (and the comparable periods of the prior year) in our Quarterly Reports on Form 10-Q.

In addition to reporting discontinued operations in the Consolidated Statements of Operations and Cash Flows, the assets and liabilities of one location have been reported as assets held for sale and liabilities related to assets held for sale in accordance with SFAS No. 144 in our balance sheet as of March 31, 2009. Eight locations have been reported as assets held for sale and liabilities related to assets held for sale in accordance with SFAS No. 144 in our balance sheet as of June 30, 2009.

In accordance with SFAS No. 144, the reclassification of assets and liabilities associated with the stores reclassified as discontinued operations to assets held for sale and liabilities related to assets held for sale is not permitted. Accordingly, no reclassifications were made to the consolidated balance sheets as of December 31, 2008 and 2007 as originally reported in the Form 10-K and also presented in the Form 8-K.

All other items of the Form 10-K not previously revised or presented herein remain unchanged. We have not updated matters in the Form 10-K except to the extent expressly provided above. Set forth in Exhibit 99.1 (previously filed) are updated consolidated financial statements and related footnotes with respect to the operations of the Company for the years presented in the Form 10-K. Set forth in Exhibit 99.2 attached hereto is revised Selected Financial Data and a revised Management’s Discussion and Analysis of Financial Condition and Results of Operations for the periods presented in the Form 10-K.



This excerpt taken from the LAD 8-K filed Aug 26, 2009.

Item 8.01 Other Events.

During the first six months of 2009, we disposed of four stores. With the completion of the sales, we met the criteria under SFAS No. 144 to reclassify the results of their operations as discontinued operations. During the second quarter of 2009, as a result of the Chrysler and GM bankruptcy filings, four additional stores met the criteria under SFAS No. 144 for reporting as discontinued operations. Two of these locations were Chrysler franchises that ceased operations in July 2009. The other two locations are GM stores that received notification of their closure and repurchase by GM through a modification of the franchise agreement.

This Current Report on Form 8-K updates Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 (the “Form 10-K”) to report these eight locations as discontinued operations, pursuant to the requirement of SFAS No. 144, for the three years ended December 31, 2008, 2007 and 2006. This presentation has no effect on our previously reported net earnings (see Exhibit 99.1).

In accordance with SFAS No. 144, we have previously reported revenues, expenses and gains (losses) on the disposition of one location as income (loss) from discontinued operations in the quarter ended March 31, 2009 (and the comparable period of the prior year) and eight locations as income (loss) from discontinued operations in the quarter and six months ended June 30, 2009 (and the comparable periods of the prior year) in our Quarterly Reports on Form 10-Q.

In addition to reporting discontinued operations in the Consolidated Statements of Operations and Cash Flows, the assets and liabilities of one location have been reported as assets held for sale and liabilities related to assets held for sale in accordance with SFAS No. 144 in our balance sheet as of March 31, 2009. Eight locations have been reported as assets held for sale and liabilities related to assets held for sale in accordance with SFAS No. 144 in our balance sheet as of June 30, 2009.

In accordance with SFAS No. 144, the reclassification of assets and liabilities associated with the stores reclassified as discontinued operations to assets held for sale and liabilities related to assets held for sale is not permitted. Accordingly, no reclassifications have been made to the accompanying consolidated balance sheets as of December 31, 2008 and 2007 as originally reported in the Form 10-K and also presented herein.

All other items of the Form 10-K not presented herein remain unchanged. We have not updated matters in the Form 10-K except to the extent expressly provided above.

Set forth in Exhibit 99.1 attached hereto are updated consolidated financial statements and related footnotes with respect to the operations of the Company for the years presented in the Form 10-K.

This excerpt taken from the LAD 8-K filed May 15, 2009.

Item 8.01 Other Events.

     On May 14, 2009, Lithia Motors issued a press release regarding Chrysler's reorganization. A complete copy of the press release is attached as Exhibit 99.1.

This excerpt taken from the LAD 8-K filed May 6, 2009.

Item 8.01 Other Events.

At the Annual Meeting of Shareholders held April 30, 2009, the following actions where taken:

Director Election

The following nominees were duly elected to serve an annual term to expire at the 2010 annual meeting of shareholders:

  Votes in Favor  Votes Withheld 
Sidney B. DeBoer  51,611,679  593,578 
Thomas Becker  51,025,845  1,179,412 
Bryan B. DeBoer  51,497,826  707,431 
William L. Glick  51,570,679  634,578 
Charles R. Hughes  51,570,831  634,426 
A. J. Wagner  51,571,575  633,682 

2009 Employee Stock Purchase Plan

At the meeting, shareholders also approved the new 2009 Employee Stock Purchase Plan by a vote of 43,277,678 in favor, 4,499,211 against, 4,769 abstaining, and 4,423,599 broker non-votes.

Stock Incentive Plan Amendment (Withdrawn); Prior Grants Ratified

Because the holders of less than a majority of the Class A Common Stock outstanding had voted to approve the proposed amendments, Sidney B. DeBoer, as Manager of Lithia Holding Company LLC, the sole holder of the Class B Common Stock which represents approximately 68.9% of all voting shares entitled to vote on this matter, announced that he would abstain from voting to approve the amendments in deference to the expression of opposition by a majority of the Class A Common shareholders. This action resulted in the Stock Incentive Plan Amendment not being approved. Votes casted were 1,761,342 in favor, 8,394,677 against, 37,625,639 abstaining and 4,423,599 broker non-votes.

The prior stock option grants were ratified by a vote of 39,383,652 in favor, 8,394,677 against, 3,329 abstaining and 4,423,599 broker non-votes.


This excerpt taken from the LAD 8-K filed Apr 15, 2009.

Item 8.01 Other Events.

     On April 15, 2009, Lithia Motors issued a press release announcing the progress on store divestitures and further retirement of outstanding convertible notes. A complete copy of the press release is attached as Exhibit 99.1.

This excerpt taken from the LAD 8-K filed Aug 19, 2008.
Item 8.01        Other Events.

     On August 18, 2008, Lithia Motors, Inc. issued a press release announcing that the Board of Directors has approved a dividend of $0.05 per share for the third quarter of 2008. Lithia will pay the dividend October 29th to shareholders of record on October 15, 2008. A copy of the press release is attached as Exhibit 99.1.

This excerpt taken from the LAD 8-K filed Jun 4, 2008.
Item 8.01       Other Events. 

          On June 4, 2008, Lithia Motors, Inc. issued a press release announcing that the Board of Directors has approved a dividend of $0.14 per share for the second quarter of 2008. Lithia will pay the dividend July 29 to shareholders of record on July 15, 2008. A copy of the press release is attached as Exhibit 99.1.

This excerpt taken from the LAD 8-K filed Mar 5, 2007.

Item 8.01     Other Events.

  M.L. Dick Heimann has been promoted to the position of Vice Chairman. Mr. Heimann has served on the Board since the Company became public in 1996 and served on the Executive Committee since 1970. Mr. Heimann will also continue in full-time day to day operations with a focus on manufacturer relations, legal affairs, compliance, and special projects.

  Mr. Heimann had served as the Chief Operating Officer and Director of the Company since 1970. In 1997 Mr. Heimann was appointed President and COO. In 2006, as part of Lithia’s succession planning, Mr. Bryan DeBoer was appointed President and COO. For the past year Mr. Heimann served as President of Corporate Affairs. He also serves on the company’s Board of Directors. Prior to joining the Company, Mr. Heimann served as a district manager of Chrysler Corporation from 1967 to 1970. Mr. Heimann is a graduate of University of Colorado with a Bachelor of Arts in Language and Pre-med.

Item 9.01    Financial Statements and Exhibits. 
 
    (a)    Not applicable. 
    (b)    Not applicable. 
    (c)    Exhibits. 
 
                                           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.

            LITHIA MOTORS, INC. 
            (Registrant) 
 
 
Date:    March 2, 2007    By:    /s/ Kenneth E. Roberts
            Kenneth E. Roberts 
            Assistant Secretary 


This excerpt taken from the LAD 8-K filed Dec 7, 2006.

Item 8.01      Other Events.

       On December 7, 2006, Lithia Motors, Inc. issued a press release announcing the acquisition of Buick, GMC, Cadillac, Kia and Saturn dealerships in Cedar Rapids, Iowa. A copy of the press release is attached as Exhibit 99.1.

This excerpt taken from the LAD 8-K filed Apr 10, 2006.
Item 8.01 Other Events

        On April 10, 2006, Lithia Motors, Inc. issued a press release announcing a cash dividend of $0.12 per share for the first quarter of 2006. Shareholders of record as of April 21, 2006, will receive the dividend that will be payable May 5, 2006. A copy of the press release is attached as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits. 
 
    (a)    Not applicable. 
    (b)    Not applicable. 
    (c)    Exhibits. 
        99.1 Cash Dividend Press Release 
 

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.

           

LITHIA MOTORS, INC. 

           

(Registrant) 

 
 
Date:   

April 10, 2006 

  By:   

/s/ Kenneth E. Roberts                

           

Kenneth E. Roberts 

           

Assistant Secretary 




This excerpt taken from the LAD 8-K filed Mar 21, 2006.

Item 8.01       Other Events

        On March 20, 2006, the Board of Directors of Lithia Motors, Inc. approved amendments to the 1998 Employee Stock Purchase Plan to increase the number of shares that may be purchased under the plan from 1,750,000 to 2,450,000 and to extend the term of the plan until December 31, 2012. These amendments are subject to shareholder approval at the annual meeting to be held on May 11, 2006. A copy of the 1998 Employee Stock Purchase Plan, as amended and restated, is attached as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits. 
 
    (a)    Not applicable. 
    (b)    Not applicable. 
    (c)    Exhibits. 
        99.1 1998 Employee Stock Purchase Plan, as amended 


 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.

            LITHIA MOTORS, INC. 
            (Registrant) 
 
 
Date:    March 21, 2006    By:    /s/ Kenneth E. Roberts           
            Kenneth E. Roberts 
            Assistant Secretary 



This excerpt taken from the LAD 8-K filed Feb 8, 2006.

Item 8.01        Other Events

        On February 8, 2006, Lithia Motors, Inc. issued a press release announcing a cash dividend of $0.12 per share for the fourth quarter of 2005. Shareholders of record as of February 20, 2006, will receive the dividend that will be payable March 6, 2006. A copy of the press release is attached as Exhibit 99.1.

Item 9.01    Financial Statements and Exhibits. 
 
    (a)    Not applicable. 
    (b)    Not applicable. 
    (c)    Exhibits. 
        99.1 Cash Dividend Press Release 


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.

            LITHIA MOTORS, INC. 
            (Registrant) 
 
 
Date:    February 8, 2006    By:    /s/ Kenneth E. Roberts              
            Kenneth E. Roberts 
            Assistant Secretary 
 

This excerpt taken from the LAD 8-K filed Jul 26, 2005.

Item 8.01         Other Events 

        On July 26, 2005, Lithia Motors, Inc. issued a press release announcing a cash dividend of $0.12 per share for the second quarter of 2005. Shareholders of record as of August 5, 2005 will receive the dividend that will be payable August 19, 2005.

Item 9.01    Financial Statements and Exhibits. 
 
    (a)    Not applicable. 
    (b)    Not applicable. 
    (c)    Exhibits. 
        99.1 Dividend Press Release 


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.

            LITHIA MOTORS, INC. 
            (Registrant) 
 
Date:    July 26, 2005    By:    /s/ Kenneth E. Roberts 
            Kenneth E. Roberts 
            Assistant Secretary 


EXHIBIT 99.1

LITHIA MOTORS INC. INCREASES QUARTERLY DIVIDEND 50% TO $0.12 PER SHARE FOR THE SECOND QUARTER OF 2005

MEDFORD, OREGON, July 26, 2005 (4:45 a.m. Pacific) - Lithia Motors, Inc. (NYSE: LAD) today announced that the Board of Directors has approved a 50% increase in Lithia's quarterly dividend from $0.08 to $0.12 per share for the second quarter of 2005. Shareholders of record as of August 5, 2005 will receive the dividend that will be payable August 19, 2005.

Sid DeBoer, Lithia's Chairman and CEO, commented, "The Company remains confident that it has sufficient cash flow to fund the increased dividend and to continue our growth plans."

About Lithia

Lithia Motors, Inc. is a Fortune 1000 and Russell 2000 Company that sells 25 brands of new vehicles and operates 88 stores and 174 franchises in 12 states in the Western United States and over the Internet through "Lithia.com-America's Car & Truck Store." Lithia also sells used vehicles; arranges finance, warranty, and credit insurance contracts; and provides vehicle parts, maintenance, and repair services at all of its locations. Lithia retailed 98,331 new and used vehicles and had $2.7 billion in total revenue in 2004.

Forward Looking Statements

This press release includes forward looking statements within the meaning of the "Safe-Harbor" provisions of the Private Securities Litigation Reform Act of 1995, which management believes are a benefit to shareholders. These statements are necessarily subject to risk and uncertainty and actual results could differ materially due to certain risk factors, including without limitation economic conditions, acquisition risk factors and others set forth from time to time in the company's filings with the SEC. Specific risks in this press release include the company's ability to meet future cash flow needs while maintaining its growth plans.

Additional Information

For additional information on Lithia Motors, contact the Investor Relations Department: (541) 776-6591 or log-on to: www.lithia.com - go to Investor Relations



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