-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, PHXR26SXIDyJWtJgheKkdmi6Cz/hhKueAqoYjhpsa0zOsKYsg0tI4rizx0KWWwoS 98KP+4y+3beCfYC3wtTS5Q== /in/edgar/work/20000912/0000895345-00-000556/0000895345-00-000556.txt : 20000922 0000895345-00-000556.hdr.sgml : 20000922 ACCESSION NUMBER: 0000895345-00-000556 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000912 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED AUTO GROUP INC CENTRAL INDEX KEY: 0001019849 STANDARD INDUSTRIAL CLASSIFICATION: [5500 ] IRS NUMBER: 223086739 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-49667 FILM NUMBER: 720956 BUSINESS ADDRESS: STREET 1: 13400 OUTER DRIVE WEST CITY: DETROIT STATE: MI ZIP: 48239 BUSINESS PHONE: 3135927311 MAIL ADDRESS: STREET 1: 13400 OUTER DRIVE WEST CITY: DETROIT STATE: MI ZIP: 48239 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PENSKE CAPITAL PARTNERS LLC CENTRAL INDEX KEY: 0001084569 STANDARD INDUSTRIAL CLASSIFICATION: [ ] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2122079640 MAIL ADDRESS: STREET 1: 399 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4)* United Auto Group, Inc. - ----------------------------------------------------------------------------- (Name of Issuer) Common Stock (Par Value $ 0.0001 Per Share) Common Stock (Par Value $ 0.0001 Per Share) Upon Conversion of Series A Convertible Preferred Stock, Series B Preferred Stock or Exercise of Warrants - ----------------------------------------------------------------------------- (Title of Class of Securities) 909440 10 9 - ----------------------------------------------------------------------------- (CUSIP Number) Lawrence N. Barshay, Esq. Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, NY 10004 212-859-8000 - ----------------------------------------------------------------------------- (Name, Address and Telephone Number of Persons Authorized to Receive Notices and Communications) September 7, 2000 - ----------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP No. 909440 10 9 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON INTERNATIONAL MOTOR CARS GROUP I, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS NOT APPLICABLE 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] NOT APPLICABLE 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 10,591,071 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 10,591,071 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,335,496 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.5% 14 TYPE OF REPORTING PERSON OO SCHEDULE 13D CUSIP No. 909440 10 9 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON INTERNATIONAL MOTOR CARS GROUP II, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS NOT APPLICABLE 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] NOT APPLICABLE 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 2,991,875 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 2,991,875 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,335,496 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.5% 14 TYPE OF REPORTING PERSON OO SCHEDULE 13D CUSIP No. 909440 10 9 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON PENSKE CAPITAL PARTNERS, L.L.C. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS NOT APPLICABLE 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] NOT APPLICABLE 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 13,582,946 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 13,582,946 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,335,496 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.5% 14 TYPE OF REPORTING PERSON OO SCHEDULE 13D CUSIP No. 909440 10 9 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JAMES A. HISLOP 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS NOT APPLICABLE 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] NOT APPLICABLE 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES NUMBER OF 7 SOLE VOTING POWER SHARES 0 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 13,582,946 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 13,582,946 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,335,496 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.5% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP No. 909440 10 9 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ROGER S. PENSKE 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS NOT APPLICABLE 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] NOT APPLICABLE 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES NUMBER OF 7 SOLE VOTING POWER SHARES 400,000 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 13,935,496 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 400,000 10 SHARED DISPOSITIVE POWER 13,935,496 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,335,496 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.5% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP No. 909440 10 9 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON PENSKE CORPORATION 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS WC 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] NOT APPLICABLE 6 CITIZENSHIP OR PLACE OF ORGANIZATION MICHIGAN NUMBER OF 7 SOLE VOTING POWER SHARES 352,550 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 352,550 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,335,496 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 43.5% 14 TYPE OF REPORTING PERSON IN This Amendment No. 4 ("Amendment") amends and supplements the Schedule 13D filed on behalf of International Motor Cars Group I, L.L.C., a Delaware limited liability company ("IMCG I"), International Motor Cars Group II, a Delaware limited liability company ("IMCG II" and together with IMCG I, the "Purchasers"), Penske Capital Partners, L.L.C., a Delaware limited liability company ("PCP"), Roger S. Penske and James A. Hislop with the Securities and Exchange Commission on April 22, 1999, as amended by Amendment No. 1 filed on May 3, 1999, Amendment No. 2 filed on August 5, 1999 and Amendment No. 3 filed on February 8, 2000 (the "Schedule 13D"), relating to the Voting Common Stock, par value $0.0001 per share (the "Voting Common Stock") of United Auto Group, Inc., a Delaware Corporation (the "Company"). This Amendment is filed in connection with the acquisition by a wholly-owned subsidiary of Penske Corporation, a Delaware corporation ("Penske Corporation", and together with IMCG I, IMCG II, PCP, Roger S. Penske and James A Hislop, the "Reporting Persons"), of shares of Voting Common Stock of the Company. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. The Schedule 13D is hereby amended and supplemented as follows: ITEM 2. IDENTITY AND BACKGROUND. Penske Automotive Holdings Corp., a Delaware corporation ("Penske Automotive") is a wholly-owned subsidiary of Penske Corporation, a Delaware corporation. Roger S. Penske is the Chairman of both Penske Corporation and Penske Automotive and is the beneficial owner of a majority of the voting capital stock of Penske Corporation. James A. Hislop is a member of the board of directors of Penske Corporation. The principal executive office of Penske Corporation is located at 13400 West Outer Drive, Detroit, Michigan 48239. Penske Corporation and Penske Automotive are holding companies that own, operate and invest in companies in the transportation and related industries. During the past five years, to the best knowledge of the persons named above, none of the persons named above has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or has been a party to a civil proceeding or a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. All of the persons named in this Item 2 are citizens of the United States. With respect to 352,550 shares of Voting Common Stock of the Company, Penske Corporation has the sole power to direct the vote and disposition of such shares. In addition, by reason of Roger S. Penske's position as Chairman of Penske Corporation and Roger S. Penske's beneficial ownership of a majority of the stock of Penske Corporation, Penske Corporation and the other Reporting Persons may be deemed to constitute a Group. Neither the fact of this filing nor anything contained herein shall be deemed an admission by the Reporting Persons that such a Group exists, and the existence of any such Group is hereby expressly disclaimed. Penske Corporation hereby expressly disclaims any beneficial ownership in any Series A Preferred Stock, Series B Preferred Stock, Warrants exercisable for Voting Common Stock, Warrants exercisable for Non-Voting Common Stock, the option to purchase shares of Voting Common Stock granted to Roger S. Penske and Voting Common Stock beneficially owned by any of the other Reporting Persons. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The total amount of funds used to purchase the 352,550 shares of Voting Common Stock of the Company was $2,140,941.45. Such funds were obtained such funds from the working capital of Penske Automotive. ITEM 4. PURPOSE OF TRANSACTION. The purchases of the 352,550 shares of Voting Common Stock were for investment purposes. Penske Corporation may hold its shares of Voting Common Stock, sell shares of Voting Common Stock, or purchase additional shares of Voting Common Stock depending on market and several economic conditions, the business affairs and financial condition of the Company, the market price of the Voting Common Stock and other factors deemed relevant by Penske Corporation. Except as otherwise described in this Schedule 13D, the Reporting Persons currently have no plans or proposals which relate to or would result in any transaction, event or action enumerated in paragraphs (a) through (j) of Item 4 of the Form of Schedule 13D promulgated under the Exchange Act. ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER. On December 22, 1999, the Board of Directors of the Company authorized the repurchase of up to 3,000,000 shares of the outstanding stock of the Company. As of September 11, 2000, the Reporting Persons were advised that the Company had previously repurchased 2,990,856 shares of Voting Common Stock pursuant to such authorization, and that the Company's stock repurchase program has been completed. In addition, the Reporting Persons were advised that as of such date there were 19,008,855 shares of Voting Common Stock outstanding (exclusive of any securities convertible into Voting Common Stock). (a) As of September 11, 2000, as a result of (i) the acquisition of the shares of Series A Preferred Stock, the Series B Preferred Stock, the Warrants exercisable for Voting Common Stock and the Warrants exercisable for Non-Voting Common Stock at the Initial Closing and the Second Closing, (ii) the option to purchase shares of Voting Common Stock granted to Roger S. Penske at the Second Closing, (iii) the December 1999 Dividend Payment and (iv) the purchase by Penske Corporation of shares of Voting Common Stock, the Reporting Persons may be deemed to be the beneficial owner of an aggregate of 14,335,496 shares of Voting Common Stock, which constitutes approximately 43.5% of the 32,991,801 shares of Voting Common Stock deemed to be outstanding for this purpose. (b) Assuming the conversion into Voting Common Stock of the Series A Preferred Stock and Series B Preferred Stock and the exercise of the Warrants into Voting Common Stock, IMCG I has the sole power to direct the vote and disposition of 10,591,071 shares of Voting Common Stock, and IMCG II has the sole power to direct the vote and disposition of 2,991,875 shares of Voting Common Stock, in each case subject to certain restrictions contained in the Stockholders Agreement and described in Items 4 and 6 of the Schedule 13D. Upon the exercise of the option to purchase 400,000 shares of Voting Common Stock granted to Roger S. Penske at the Second Closing, Roger S. Penske will have the sole power to direct the vote and disposition of such shares. As a result of the purchase of 352,550 shares of Voting Common Stock, Penske Corporation has the sole power to direct the vote and disposition of such shares. (c) Between July 24, 2000 and September 7, 2000, Penske Automotive purchased the following shares of Voting Common Stock, all in open market transactions on the New York Stock Exchange: Purchase Date Number of Shares Per Share Purchase Price - ------------- ---------------- ------------------------ 7/24/00 111,050 $8.9350 8/1/00 40,000 $7.8859 8/2/00 35,000 $7.8725 8/11/00 5,000 $7.9350 8/15/00 9,000 $8.0600 8/17/00 2,000 $8.3881 8/18/00 5,000 $8.3100 8/22/00 42,000 $8.1850 8/23/00 10,000 $8.2475 8/31/00 19,000 $8.4416 9/5/00 24,500 $8.4975 9/7/00 45,000 $8.6156 9/8/00 5,000 $8.6850 Except as described in this Schedule 13D, none of the Reporting Persons have effected any transactions in the Voting Common Stock during the sixty days preceding the date of this Schedule 13D. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 11, 2000 INTERNATIONAL MOTOR CARS GROUP I, L.L.C. By: PENSKE CAPITAL PARTNERS, L.L.C. Its Managing Member By: /s/ James A. Hislop --------------------------- James A. Hislop President After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 11, 2000 INTERNATIONAL MOTOR CARS GROUP II, L.L.C. By: PENSKE CAPITAL PARTNERS, L.L.C. Its Managing Member By: /s/ James A. Hislop --------------------------- James A. Hislop President After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 11, 2000 PENSKE CAPITAL PARTNERS, L.L.C. By: /s/ James A. Hislop --------------------------- James A. Hislop President After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 11, 2000 /s/ James A. Hislop --------------------------- James A. Hislop After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 11, 2000 /s/ Roger S. Penske --------------------------- Roger S. Penske After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. September 11, 2000 PENSKE CORPORATION By: /s/ Robert Kurnick ------------------------- Name: Robert Kurnick Title: Executive Vice President -----END PRIVACY-ENHANCED MESSAGE-----