On August 1, 2012, DealerTrack Holdings, Inc. ("DealerTrack") completed the acquisition (the "Acquisition") of all issued and outstanding shares of capital stock of 1st Auto Transport Directory, Inc. , a Delaware corporation (the "Company"), pursuant to the Stock Purchase Agreement dated July 15, 2012 (the "Purchase Agreement"), by and between DealerTrack, Inc. ("Buyer"), the Wayne and Naomi Harris Trust of 2001, dated December 11, 2001 ("Seller"), the Company, and, solely with respect to Section 7.8 and Section 11.4 of the Purchase Agreement, Wayne Harris and Naomi Harris. Pursuant to the Purchase Agreement, Buyer purchased all issued and outstanding shares of capital stock of the Company from Seller. The Company is a web-based network delivering a comprehensive suite of vehicle transportation related solutions for auto dealers, brokers, shippers, and carriers within the United States and Canadian automotive retail markets.

The initial consideration for the Acquisition is $74,000,000 in cash, minus certain seller transaction expenses, change in control payments and outstanding indebtedness of the Company, and subject to a working capital adjustment. The foregoing summary of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement, which is included as Exhibit 2.1 to DealerTrack's current report on Form 8-K filed on July 19, 2012 and is incorporated herein by reference.

On August 1, 2012, DealerTrack issued a press release relating to the completion of the Acquisition. A copy of the press release is attached hereto as Exhibit 99.1.

(d) Exhibits.

Exhibit No.                                  Description

        2.1   STOCK PURCHASE AGREEMENT (incorporated by reference to DealerTrack's
              current report on Form 8-K filed on July 19, 2012)
       99.1
              PRESS RELEASE