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: July      20, 2010

(Date of earliest event reported)




Lithia Motors, Inc.

(Exact name of registrant as specified in its charter)





OR

(State or other jurisdiction 
of incorporation)


001-14733

(Commission File Number)


93-0572810

(IRS Employer 
Identification Number)






360 E Jackson Street, Medford, Oregon

(Address of principal executive offices)

 

97501

(Zip Code)




5417766591
(Registrant's telephone number, including area code)




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:



 
x Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

 
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  







Item 8.01. Other Events



Acquistion and sale


Item 9.01. Financial Statements and Exhibits






(a) Financial statements:

             None

(b) Pro forma financial information:

             None

(c) Shell company transactions:

             None

(d) Exhibits

             99.1       Press Release of Lithia Motors, Inc. dated July      20, 2010






SIGNATURE


      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.








Dated: July      20, 2010



LITHIA MOTORS, INC.


By:  /s/ Jeff DeBoer                      

     Jeff DeBoer

     SVP and CFO








Exhibit Index



Exhibit No.
Description


99.1
Press Release of Lithia Motors, Inc. dated July      20, 2010