-----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, TQFIiYw4sDrsgIBLYQNQL9UWDP+ItDXQapFNBKN1CQsnRxf1GwGQbhznmkJq8RAe r8IVK7Iqwo9OOsXDQ37V2Q== 0000895345-01-000067.txt : 20010223 0000895345-01-000067.hdr.sgml : 20010223 ACCESSION NUMBER: 0000895345-01-000067 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: UNITED AUTO GROUP INC CENTRAL INDEX KEY: 0001019849 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [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: 1543057 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/A Under the Securities Exchange Act of 1934 (Amendment No. 8)* United Auto Group, Inc. - --------------------------------------------------------------------------- (Name of Issuer) Common Stock (Par Value $ 0.0001 Per Share) Common Stock (Par Value $ 0.0001 Per Share) Issuable Upon Conversion of Series A Convertible Preferred Stock, Series B Preferred Stock or Exercise of Warrants or Options - --------------------------------------------------------------------------- (Title of Class of Securities) 909440 10 9 - --------------------------------------------------------------------------- (CUSIP Number) Valerie Ford Jacob, 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) February 9, 2001 - --------------------------------------------------------------------------- (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 11,083,404 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 11,083,404 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,674,899 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.9% 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 3,130,947 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 3,130,947 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,674,899 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.9% 14 TYPE OF REPORTING PERSON 00 SCHEDULE 13D CUSIP No. 909440 10 9 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS 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 14,214,351 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 14,214,351 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,674,899 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.9% 14 TYPE OF REPORTING PERSON 00 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 14,214,351 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 0 10 SHARED DISPOSITIVE POWER 14,214,351 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,674,899 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.9% 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 418,333 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 22,256,566 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 418,333 10 SHARED DISPOSITIVE POWER 22,256,566 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,674,899 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.9% 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) [ ] (b) [X] 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 DELAWARE NUMBER OF 7 SOLE VOTING POWER SHARES 8,042,215 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 8,042,215 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 22,674,899 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ] EXCLUDES CERTAIN SHARES 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 61.9% 14 TYPE OF REPORTING PERSON CO This Amendment No. 8 ("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, L.L.C., 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"), Penske Corporation, a Delaware corporation ("Penske Corporation"), Roger S. Penske and James A. Hislop (all such persons, the "Reporting Persons") 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, Amendment No. 3 filed on February 9, 2000, Amendment No. 4 filed on September 12, 2000, Amendment No. 5 filed on October 26, 2000, Amendment No. 6 filed on December 18, 2000, and Amendment No. 7 filed on December 26, 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"). 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The $15,034,147 cash purchase price for the 1,450,020 shares of Voting Common Stock of the Company purchased by Penske Corporation through Penske Automotive, its wholly owned subsidiary, from the Young Parties (as defined in Item 5(c) below) pursuant to the Young Stock Purchase Agreements (as defined in Item 5(c) below) was funded out of the working capital of Penske Corporation and was contributed by Penske Corporation to Penske Automotive. ITEM 4. PURPOSE OF TRANSACTION. The shares purchased by Penske Corporation through Penske Automotive pursuant to the Young Stock Purchase Agreements were purchased for investment purposes. ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER. As of February 9, 2001, the Reporting Persons were advised by the Company that there were 21,989,866 shares of Voting Common Stock outstanding (not including any securities convertible into Voting Common Stock). (a) As of February 9, 2001, as a result of the transactions previously reported on this Schedule 13D, the accrual of 274.830 shares of Series A Preferred Stock and 77.630 shares of Series B Preferred Stock in the form of payment in kind dividends on the outstanding shares of Preferred Stock, and the purchase by Penske Corporation indirectly through Penske Automotive of 1,450,020 shares of Voting Common Stock pursuant to the Young Stock Purchase Agreements, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 22,674,899 shares of Voting Common Stock, which constitutes approximately 61.9% of the 36,612,550 shares of Voting Common Stock deemed to be outstanding for this purpose. The 36,612,550 shares deemed to be outstanding was determined by adding the 21,989,866 shares of Voting Common Stock currently outstanding to the 14,622,684 shares of Voting Common Stock into which the securities reported as beneficially owned by the Reporting Persons are convertible or exercisable. As of February 9, 2001, taking into account only those securities held by the Reporting Persons that are currently outstanding and have voting rights, the Reporting Persons held approximately 54.46% of the voting power with respect to matters coming before the holders of the Voting Common Stock and the Series A Preferred Stock. (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 11,083,404 shares of Voting Common Stock, and IMCG II has the sole power to direct the vote and disposition of 3,130,947 shares of Voting Common Stock, in each case subject to certain restrictions contained in the Stockholders Agreement. Penske Corporation has the sole power to direct the vote and disposition of 8,042,215 shares of Voting Common Stock. Roger S. Penske has the sole power to direct the vote and disposition of 10,000 shares of Voting Common Stock, and, upon the exercise of the Second Closing Options and the exercise of a portion of an option (such portion covering 8,333 shares of Voting Common Stock) previously granted to Roger S. Penske, which portion vested on January 14, 2001, Roger S. Penske will have the sole power to direct the vote and disposition of an aggregate of 418,333 shares of Voting Common Stock. (c) On February 9, 2001, Penske Corporation, through its wholly owned subsidiary, Penske Automotive, agreed to purchase (i) 916,073 shares of Voting Common Stock at a price of $10.00 per share pursuant to the Purchase Agreement, dated as of February 9, 2001 (the "Young Group Stock Purchase Agreement"), by and among Penske Automotive and the sellers listed on Schedule A attached thereto (collectively, the "Young Group") and (ii) 533,947 shares of Voting Common Stock at a price of $11.00 per share pursuant to the Purchase Agreement dated as of February 9, 2001 (the "Alan Young Stock Purchase Agreement" and collectively with the Young Group Stock Purchase Agreement, the "Young Stock Purchase Agreements") by and among Penske Automotive and Alan V. Young (collectively with the Young Group, the "Young Parties"). The Young Group Stock Purchase Agreement and the Alan Young Stock Purchase Agreement are attached hereto as Exhibits 20 and 21, respectively, and are incorporated in and made a part of this Schedule 13D in their entirety by this reference. As of February 13, 2001 the purchase of all but 50,231 of the 1,450,020 shares of Voting Common Stock covered by the Young Stock Purchase Agreements had closed and the purchase of the remaining shares is expected to close shortly. Pursuant to the Stockholders Agreement, as amended, the Purchasers and their affiliates may not enter into any transaction which would result in the Purchasers, together with their affiliates, beneficially owning in excess of 60% of the Voting Common Stock without obtaining the approval of a majority of the disinterested members of the Board of Directors of the Company or a majority of the disinterested stockholders of the Company. As a result of the transactions reported herein, the Purchasers, together with their affiliates, may be deemed to beneficially own 61.9% of the Voting Common Stock. The Reporting Persons intend to seek approval of the transactions reported herein from the disinterested members of the Board of Directors of the Company or an amendment to the Stockholders Agreement which would permit the Purchasers to beneficially own in excess of 60% of the Voting Common Stock of the Company. Except as described herein, none of the Reporting Persons have effected any transactions in the Voting Common Stock since December 26, 2000, the date of the seventh amendment to this Schedule 13D. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. On February 9, 2001, Penske Corporation agreed to purchase 916,073 shares of Voting Common Stock from the Young Group pursuant to the Young Group Stock Purchase Agreement and 533,947 shares of Voting Common Stock from Alan Young pursuant to the Alan Young Stock Purchase Agreement. As of February 13, 2001 the purchase of all but 50,231 of the 1,450,020 shares of Voting Common Stock covered by the Young Stock Purchase Agreements had closed and the purchase of the remaining shares is expected to close shortly. 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. February 14, 2001 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. February 14, 2001 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. February 14, 2001 PENSKE CAPITAL PARTNERS, 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. February 14, 2001 /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. February 14, 2001 /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. February 14, 2001 PENSKE CORPORATION By: /s/ Robert Kurnick ---------------------------- Name: Robert Kurnick Title: Executive Vice President EXHIBIT INDEX ------------- Exhibit 20 -- Purchase Agreement, dated as of February 9, 2001, by and among Penske Automotive Holdings Corp. and the sellers listed on Schedule A attached thereto. Exhibit 21 -- Purchase Agreement, dated as of February 9, 2001, by and among Penske Automotive Holdings Corp. and Alan Young. EX-99.1 2 0002.txt Exhibit 20 Execution Copy Young Purchase Agreement PURCHASE AGREEMENT by and among PENSKE AUTOMOTIVE HOLDINGS CORP. and WILLIAM A. YOUNG CATHY YOUNG DYER JENNIFER YOUNG TAGGART CATHERINE D. DYER YOUNG/DYER IRREVOCABLE TRUST U/A DTD 12/28/93, CATHY DYER TRUSTEE CATHERINE D. DYER TRUSTEE U/A DATED 12/27/93 YOUNG/DYER IRREVOCABLE TRUST YOUNG/TAGGART IRREVOCABLE TRUST U/A DTD 12/28/93 FBO WILLIAM E. TAGGART, JENNIFER Y. TAGGART TRUSTEE YOUNG/TAGGART IRREVOCABLE TRUST II U/A DTD 12/31/96 FBO WILLIAM E. TAGGART, JENNIFER Y. TAGGART TRUSTEE YOUNG/TAGGART IRREVOCABLE TRUST U/A DTD 12/28/93 FBO MARY K. TAGGART, JENNIFER Y. TAGGART TRUSTEE YOUNG/TAGGART IRREVOCABLE TRUST II U/A DTD 12/31/96 FBO MARY K TAGGART, JENNIFER Y. TAGGART TRUSTEE YOUNG/AVY IRREVOCABLE TRUST U/A DTD 12/28/93 FBO LARA YOUNG, ALAN V. YOUNG TRUSTEE YOUNG/AVY IRREVOCABLE TRUST U/A DTD 12/28/93 FBO COURTNEY E. YOUNG, ALAN V. YOUNG TRUSTEE YOUNG/AVY IRREVOCABLE TRUST U/A DTD 12/28/93 FBO DANIEL A. YOUNG, ALAN V. YOUNG TRUSTEE YOUNG/WAY IRREVOCABLE TRUST U/A DTD 12/28/93, WILLIAM A. YOUNG TRUSTEE dated as of February 9, 2001 PURCHASE AGREEMENT PURCHASE AGREEMENT dated as of February 9, 2001, by and among the persons listed on the attached Schedule A (individually, a "Seller" and collectively, the "Sellers"), and PENSKE AUTOMOTIVE HOLDINGS CORP., a Delaware corporation (the "Purchaser"). RECITALS WHEREAS, the Sellers collectively own 916,073 shares (the "Shares") of Voting Common Stock (the "Common Stock"), par value $0.0001 per share of United Auto Group, Inc., a Delaware corporation (the "Company"); WHEREAS, Purchaser desires to purchase and each of the Sellers desire to sell to Purchaser all of the Shares at a purchase price equal to $10.00 per share. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: ARTICLE I SALE AND PURCHASE OF SECURITIES 1.1. The Purchase. At the Closing, subject to completion of all of the Closing Actions, the Purchaser shall purchase (the "Purchase") from each Seller, and each Seller shall sell to the Purchaser, that number of Shares listed next to each Seller's name on the attached Schedule A at a purchase price of $10.00 per Share and an aggregate purchase price of $9,160,730 (the "Purchase Price"). 1.2. The Closing. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place in one or more series of closing at the offices of Dan Young Chevrolet, 3210 E. 96th Street, Indianapolis, IN 46240 on February 8, 2001 or on such other date as the Sellers and the Purchaser may mutually determine (such date, the "Closing Date"). 1.3. Actions at the Closing. On each Closing Date, the following actions shall occur (the "Closing Actions"): (a) Each Seller shall transfer the Shares being tender at such Closing to the Purchaser, evidenced by stock certificates and stock powers or other instruments reasonably requested by the Purchaser, free and clear of Encumbrances (as hereinafter defined) thereon. (b) The Purchaser shall pay the portion of the Purchase Price set forth next to each Seller's name on Schedule A to each Seller by wire transfer pursuant to instructions provided by each Seller for the shares being tendered at such Closing. ARTICLE II SELLER REPRESENTATIONS & WARRANTIES Each Seller, jointly and severally, represents and warrants to the Purchaser as follows as of the date hereof and as of each Closing Date: 2.1. Organization and Good Standing; Power and Authority; Qualifications. The Sellers that are organized as trusts are each duly organized, validly existing and in good standing under the laws of Indiana and have all requisite power and authority to own, lease and operate their respective properties, to carry on their respective business as presently conducted and as proposed to be conducted. Each Seller has all requisite power and authority to enter into and carry out the transactions contemplated by this Agreement. 2.2. Authorization of the Documents. The execution, delivery and performance of this Agreement has been duly authorized by all requisite action on the part of each Seller, and this Agreement constitutes a legal, valid and binding obligation of each Seller, enforceable against each Seller, in accordance with its terms. 2.3. No Conflict. The execution, delivery and performance by each Seller of this Agreement and the consummation by each Seller of the transactions contemplated hereby; and the sale and delivery by each Seller of the Shares will not (a) violate any provision of law, statute, rule or regulation, or any ruling, writ, injunction, order, judgment or decree of any court, administrative agency or other governmental body applicable to any Seller, the Shares or any of any Sellers other respective properties or assets, (b) conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default (or give rise to any right of termination, cancellation or acceleration) under any agreement of any Seller, or result in the creation of any Encumbrance, upon any of the properties or assets of any Seller, including the Shares or (c) violate the charter, the trust agreement, or by-laws of any of the Sellers that are trusts or other entities. 2.4. Consents. Except as would not prevent each Seller from consummating the transactions contemplated hereby, no permit, authorization, consent or approval of or by, or any notification of or filing with any person (governmental or private) is required in connection with the execution, delivery and performance by each Seller of this Agreement or any documentation relating thereto, the consummation by each Seller of the transactions contemplated hereby, or the sale or delivery of the Shares. 2.5. Ownership. Each Seller is the lawful owner of the Shares listed next to each Seller's name on the attached Schedule A, and each Seller has good title to the Shares listed next to each Seller's name on the attached Schedule A, free and clear of any and all mortgages, rights of first refusal or first offer, security interests liens, mortgages, pledges, charges and similar restrictions (collectively, "Encumbrances"), and upon completion of the transaction contemplated by this Agreement, each Seller will transfer to the Purchaser good and valid title to the Shares free and clear of any Encumbrances. 2.6. Additional Purchases. Each Seller is aware and acknowledges that the Purchaser and its affiliates has purchased shares of the Company's Common Stock at a per share purchase price in excess of $10.00 per share including purchases concurrent with the transactions contemplated by this Agreement and that Purchaser or its affiliates may from time to time engage in one or more transactions involving the purchase of some or all of the Common Stock of the Company at a purchase price in excess of $10.00 per share. No Seller by virtue of the completion of any such transaction or transactions by Purchaser will be entitled to any additional consideration of any kind in exchange for the sale and delivery by each or any Seller of the Shares to Purchaser. 2.7. Brokers. No agent, broker, investment banker or other person or entity acting on behalf of any Seller or under the authority of any Seller is or will be entitled to any fee or commission directly or indirectly from any party hereto in connection with any of the transactions contemplated hereby. ARTICLE III PURCHASER REPRESENTATIONS & WARRANTIES The Purchaser represents and warrants to each Seller as of the date hereof and as of each Closing Date as follows: 3.1. Investment. The Purchaser is acquiring the Shares for its own account, for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). 3.2. No Registration. The Purchaser understands that (i) the Shares have not been registered under the Securities Act or any state securities laws, (ii) the Shares may not be sold unless such disposition is registered under the Securities Act and applicable state securities laws or is exempt from registration and/or regulation thereunder as the case may be, and (iii) the Shares may be further restricted by legends on the share certificates. 3.3. Accredited Investor. The Purchaser is an "Accredited Investor" (as defined in Rule 501(a) under the Securities Act). 3.4. Organization. The Purchaser is duly organized and validly existing under the laws of the state of its organization and has all power and authority to enter into and perform this Agreement. The Agreement has been duly authorized by all necessary action on the part of the Purchaser. The Agreement constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms. 3.5. Authorization. The execution, delivery and performance of this Agreement has been duly authorized by all requisite corporate action on the part of the Purchaser, and each part of this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser, in accordance with its terms. 3.6. No Conflict. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby will not (a) violate any provision of law, statute, rule or regulation, or any ruling, writ, injunction, order, judgment or decree of any court, administrative agency or other governmental body applicable to the Purchaser, or any of its properties or assets, (b) conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute (with due notice, lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any agreement of the Purchaser or (c) violate the Certificate of Incorporation or the bylaws of the Purchaser. 3.7. Consents. Except as would not prevent the Purchaser from consummating the transaction contemplated hereby, no permit, authorization, consent or approval of or by , or any notification of or filing with any person (governmental or private) is required in connection with the execution, delivery and performance by the Purchaser of this Agreement or any documentation relating thereto, or the consummation by the Purchaser of the transactions contemplated hereby. 3.8. Brokers. No agent, broker, investment banker or other person or entity acting on behalf of the Purchaser or under the authority of the Purchaser is or will be entitled to any fee or commission directly or indirectly from any party hereto in connection with any of the transactions contemplated hereby. ARTICLE IV MISCELLANEOUS 4.1. Notices. Except as otherwise provided in this Agreement, all notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person or by telecopy (with confirmation promptly sent by regular mail), nationally recognized overnight courier or first class registered or certified mail, return receipt requested, postage prepaid, addressed to such party at the address set forth below or such other address as may hereafter be designated in writing by such party to the other parties: (i) if to any Seller, to: c/o Alan Young 3210 E. 96th Street Indianapolis, IN 46204 (ii) if to the Purchaser, to: Penske Automotive Holdings Corp. 13400 Outer Drive West Detroit, Michigan 48239-4001 Attention: General Counsel All such notices, requests, consents and other communications shall be deemed to have been given when received. 4.2. Amendments and Waivers. This Agreement may be amended, modified, supplemented or waived only upon the written agreement of the party against whom enforcement of such amendment, modification, supplement or waiver is sought. 4.3. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and the personal representatives and assigns of the parties hereto, whether so expressed or not. Penske may freely assign the right to purchase stock but not its obligations under this Agreement to any wholly-owned subsidiary of Penske Corporation. 4.4. Entire Agreement. This Agreement (with the documents referred to herein or delivered pursuant hereto) embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof. 4.5. Governing Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Michigan without giving effect (to the fullest extent permitted by law) to the conflicts of law principles thereof which might result in the application of the laws of any other jurisdiction. 4.6. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. All signatures need not appear on any one counterpart. 4.7. Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. 4.8. Further Assurances. Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments, and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby. 4.9. Expenses. Each party to this Agreement shall bear its own cost and expenses, including fees of consultant(s), accountant(s), counsel, and other persons acting on behalf of or for such party. 4.10. Specific Performance. The parties hereto acknowledge that there would be no adequate remedy at law if any party fails to perform any of its obligations hereunder, and accordingly agree that each party, in addition to any other remedy to which it might be entitled at law or in equity, shall be entitled to injunctive relief, including specific performance, to enforce such obligations without the posting of any bond, and, if any, should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written. SELLERS: ------------------------------------------- WILLIAM A. YOUNG ------------------------------------------- CATHY YOUNG DYER ------------------------------------------- JENNIFER YOUNG TAGGART ------------------------------------------- CATHERINE D. DYER ------------------------------------------- YOUNG/DYER IRREVOCABLE TRUST U/A DTD 12/28/93 CATHY Y. DYER TRUSTEE ------------------------------------------- CATHERINE D. DYER TRUSTEE U/A DATED 12/27/93 YOUNG/DYER IRREVOCABLE TRUST ------------------------------------------- YOUNG/TAGGART IRREVOCABLE TRUST U/A DTD 12/28/93 FBO WILLIAM E. TAGGART, JENNIFER Y. TAGGART TRUSTEE ------------------------------------------- YOUNG/TAGGART IRREVOCABLE TRUST II U/A DTD 12/31/96 FBO WILLIAM E. TAGGART, JENNIFER Y. TAGGART TRUSTEE ------------------------------------------- YOUNG/TAGGART IRREVOCABLE TRUST U/A DTD 12/28/93 FBO MARY K. TAGGART, JENNIFER Y. TAGGART TRUSTEE ------------------------------------------- YOUNG/TAGGART IRREVOCABLE TRUST II U/A DTD 12/31/96 FBO MARY K. TAGGART, JENNIFER Y. TAGGART TRUSTEE ------------------------------------------- YOUNG/AVY IRREVOCABLE TRUST U/A DTD 12/28/93 FBO LARA A. YOUNG, ALAN V. YOUNG ------------------------------------------- YOUNG/AVY IRREVOCABLE TRUST U/A DTD 12/28/93 FBO COURTNEY E. YOUNG, ALAN V. YOUNG. TRUSTEE ------------------------------------------- YOUNG/AVY IRREVOCABLE TRUST U/A DTD 12/28/93 FBO DANIEL A. YOUNG, ALAN V. YOUNG TRUSTEE ------------------------------------------- YOUNG/WAY IRREVOCABLE TRUST U/A DTD 12/28/93, WILLIAM A. YOUNG TRUSTEE PURCHASER: PENSKE AUTOMOTIVE HOLDINGS CORP. By: ---------------------------------------- Name: Title: SCHEDULE A ---------- PORTION OF NAME NUMBER OF SHARES PURCHASE PRICE ---- ---------------- -------------- William A. Young 383,337 3,833,370 Cathy Young Dyer 132,298 1,327,980 Jennifer Young Taggart 202,298 2,022,980 Catherine D. Dyer 8,257 82,570 Young/Dyer Irrevocable Trust u/a Dated 4,800 48,000 12/28/93, Cathy Y. Dyer Trustee Catherine D. Dyer Trustee U/A Dated 12/27/93 8,263 82,630 Young/Dyer Irrevocable Trust Young/Taggart Irrevocable Trust u/a Dated 21,463 214,630 12/28/93 fbo William E. Taggart, Jennifer Y. Taggart Trustee Young/Taggart Irrevocable Trust II u/a Dated 8,257 82,570 12/31/96 fbo William E. Taggart, Jennifer Y. Taggart Trustee Young/Taggart Irrevocable Trust u/a Dated 21,463 214,630 12/28/93 fbo Mary K. Taggart, Jennifer Y. Taggart Trustee Young/Taggart Irrevocable Trust II u/a Dated 8,257 82,570 12/31/96 fbo Mary K. Taggart, Jennifer Y. Taggart Trustee Young/AVY Irrevocable Trust u/a Dated 29,720 297,200 12/28/93 fbo Lara A. Young, Alan V. Young Trustee Young/AVY Irrevocable Trust u/a Dated 29,720 297,200 12/28/93 fbo Courtney E. Young, Alan V. Young Trustee Young/AVY Irrevocable Trust u/a Dated 29,720 297,200 12/28/93 fbo Daniel A. Young, Alan V. Young Trustee Young/WAY Irrevocable Trust u/a Dated 28,220 282,200 12/28/93, William A. Young Trustee ------- ------- TOTAL 916,073 $9,160,730 ======= ========== EX-99.2 3 0003.txt Exhibit 21 Execution Copy Al Young Purchase Agreement PURCHASE AGREEMENT by and between PENSKE AUTOMOTIVE HOLDINGS CORP. and ALAN V. YOUNG dated as of February 9, 2001 PURCHASE AGREEMENT PURCHASE AGREEMENT dated as of February 9, 2001, by and between ALAN V. YOUNG ("Seller"), and PENSKE AUTOMOTIVE HOLDINGS CORP., a Delaware corporation (the "Purchaser"). RECITALS WHEREAS, the Seller owns 533,947 shares (the "Shares") of Voting Common Stock (the "Common Stock"), par value $0.0001 per share of United Auto Group, Inc., a Delaware corporation (the "Company"); WHEREAS, Purchaser desires to purchase and Seller desires to sell to Purchaser all of the Shares at a purchase price equal to $11.00 per share. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and obligations hereinafter set forth, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: ARTICLE I SALE AND PURCHASE OF SECURITIES 1.1 The Purchase. At the Closing, subject to completion of all of the Closing Actions, the Purchaser shall purchase (the "Purchase") from Seller, and Seller shall sell to the Purchaser, the Shares at a purchase price of $11.00 per Share and an aggregate purchase price of $5,873,417.00 (the "Purchase Price"). 1.2 The Closing. The closing of the transactions contemplated by this Agreement (the "Closing") shall take place at the offices of Dan Young Chevrolet, 3210 E. 96th Street, Indianapolis, IN 46240 on February 9, 2001 or on such other date as the Seller and the Purchaser may mutually determine (such date, the "Closing Date"). 1.3 Actions at the Closing. On each Closing Date, the following actions shall occur (the "Closing Actions"): (a) Seller shall transfer the Shares to the Purchaser, evidenced by stock certificates and stock powers or other instruments reasonably requested by the Purchaser, free and clear of Encumbrances (as hereinafter defined) thereon. (b) The Purchaser shall pay the Purchase Price to Seller by wire transfer pursuant to instructions provided by Seller for the Shares. ARTICLE II SELLER REPRESENTATIONS & WARRANTIES Seller represents and warrants to the Purchaser as follows as of the date hereof and as of each Closing Date: 2.1 Power and Authority. Seller has all requisite power and authority to enter into and carry out the transactions contemplated by this Agreement. 2.2 Authorization of the Documents. The execution, delivery and performance of this Agreement has been duly authorized by all requisite action on the part of Seller, and this Agreement constitutes a legal, valid and binding obligation of Seller, enforceable against Seller, in accordance with its terms. 2.3 No Conflict. The execution, delivery and performance by Seller of this Agreement and the consummation by Seller of the transactions contemplated hereby; and the sale and delivery by Seller of the Shares will not (a) violate any provision of law, statute, rule or regulation, or any ruling, writ, injunction, order, judgment or decree of any court, administrative agency or other governmental body applicable to Seller, the Shares or any of Seller's other respective properties or assets, or (b) conflict with or result in any breach of any of the terms, conditions or provisions of, or constitute (with due notice or lapse of time, or both) a default (or give rise to any right of termination, cancellation or acceleration) under any agreement of Seller, or result in the creation of any Encumbrance, upon any of the properties or assets of Seller, including the Shares. 2.4 Consents. Except as would not prevent Seller from consummating the transactions contemplated hereby, no permit, authorization, consent or approval of or by, or any notification of or filing with any person (governmental or private) is required in connection with the execution, delivery and performance by Seller of this Agreement or any documentation relating thereto, the consummation by Seller of the transactions contemplated hereby, or the sale or delivery of the Shares. 2.5 Ownership. Seller is the lawful owner of the Shares, and Seller has good title to the Shares, free and clear of any and all mortgages, rights of first refusal or first offer, security interests liens, mortgages, pledges, charges and similar restrictions (collectively, "Encumbrances"), and upon completion of the transaction contemplated by this Agreement, Seller will transfer to the Purchaser good and valid title to the Shares free and clear of any Encumbrances. 2.6 Additional Purchases. Seller is aware and acknowledges that the Purchaser and its affiliates has purchased shares of the Company's Common Stock at a per share purchase price in excess of $11.00 per share and that Purchaser or its affiliates may from time to time engage in one or more transactions involving the purchase of some or all of the Common Stock of the Company at a purchase price in excess of $11.00 per share. Seller will not by virtue of the completion of any such transaction or transactions by Purchaser be entitled to any additional consideration of any kind in exchange for the sale and delivery by Seller of the Shares to Purchaser. 2.7 Brokers. No agent, broker, investment banker or other person or entity acting on behalf of Seller or under the authority of Seller is or will be entitled to any fee or commission directly or indirectly from any party hereto in connection with any of the transactions contemplated hereby. ARTICLE III PURCHASER REPRESENTATIONS & WARRANTIES The Purchaser represents and warrants to Seller as of the date hereof and as of each Closing Date as follows: 3.1 Investment. The Purchaser is acquiring the Shares for its own account, for investment and not with a view to the distribution thereof within the meaning of the Securities Act of 1933, as amended (the "Securities Act"). 3.2 No Registration. The Purchaser understands that (i) the Shares have not been registered under the Securities Act or any state securities laws, (ii) the Shares may not be sold unless such disposition is registered under the Securities Act and applicable state securities laws or is exempt from registration and/or regulation thereunder as the case may be, and (iii) the Shares may be further restricted by legends on the share certificates. 3.3 Accredited Investor. The Purchaser is an "Accredited Investor" (as defined in Rule 501(a) under the Securities Act). 3.4 Organization. The Purchaser is duly organized and validly existing under the laws of the state of its organization and has all power and authority to enter into and perform this Agreement. The Agreement has been duly authorized by all necessary action on the part of the Purchaser. The Agreement constitutes a valid and binding agreement of the Purchaser enforceable against the Purchaser in accordance with its terms. 3.5 Authorization. The execution, delivery and performance of this Agreement has been duly authorized by all requisite corporate action on the part of the Purchaser, and each part of this Agreement constitutes a legal, valid and binding obligation of the Purchaser, enforceable against the Purchaser, in accordance with its terms. 3.6 No Conflict. The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated hereby will not (a) violate any provision of law, statute, rule or regulation, or any ruling, writ, injunction, order, judgment or decree of any court, administrative agency or other governmental body applicable to the Purchaser, or any of its properties or assets, (b) conflict with or result in any breach of any of the terms, conditions, or provisions of, or constitute (with due notice, lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any agreement of the Purchaser or (c) violate the Certificate of Incorporation or the bylaws of the Purchaser. 3.7 Consents. Except as would not prevent the Purchaser from consummating the transaction contemplated hereby, no permit, authorization, consent or approval of or by , or any notification of or filing with any person (governmental or private) is required in connection with the execution, delivery and performance by the Purchaser of this Agreement or any documentation relating thereto, or the consummation by the Purchaser of the transactions contemplated hereby. 3.8 Brokers. No agent, broker, investment banker or other person or entity acting on behalf of the Purchaser or under the authority of the Purchaser is or will be entitled to any fee or commission directly or indirectly from any party hereto in connection with any of the transactions contemplated hereby. ARTICLE IV MISCELLANEOUS 4.1 Notices. Except as otherwise provided in this Agreement, all notices, requests, consents and other communications hereunder to any party shall be deemed to be sufficient if contained in a written instrument delivered in person or by telecopy (with confirmation promptly sent by regular mail), nationally recognized overnight courier or first class registered or certified mail, return receipt requested, postage prepaid, addressed to such party at the address set forth below or such other address as may hereafter be designated in writing by such party to the other parties: (i) if to Seller, to: Alan V. Young 3210 E. 96th Street Indianapolis, IN 46204 (ii) if to the Purchaser, to: Penske Automotive Holdings Corp. 13400 Outer Drive West Detroit, Michigan 48239-4001 Attention: General Counsel All such notices, requests, consents and other communications shall be deemed to have been given when received. 4.2 Amendments and Waivers. This Agreement may be amended, modified, supplemented or waived only upon the written agreement of the party against whom enforcement of such amendment, modification, supplement or waiver is sought. 4.3 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors and the personal representatives and assigns of the parties hereto, whether so expressed or not. Penske may freely assign the right to purchase stock but not its obligations under this Agreement to any wholly-owned subsidiary of Penske Corporation. 4.4 Entire Agreement. This Agreement (with the documents referred to herein or delivered pursuant hereto) embodies the entire agreement and understanding between the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof. 4.5 Governing Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of Michigan without giving effect (to the fullest extent permitted by law) to the conflicts of law principles thereof which might result in the application of the laws of any other jurisdiction. 4.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. All signatures need not appear on any one counterpart. 4.7 Severability. Any term or provision of this Agreement which is invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions of this Agreement or affecting the validity or enforceability of any of the terms or provisions of this Agreement in any other jurisdiction. 4.8 Further Assurances. Each party hereto shall do and perform or cause to be done and performed all such further acts and things and shall execute and deliver all such other agreements, certificates, instruments, and documents as any other party hereto reasonably may request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby. 4.9 Expenses. Each party to this Agreement shall bear its own cost and expenses, including fees of consultant(s), accountant(s), counsel, and other persons acting on behalf of or for such party. 4.10. Specific Performance. The parties hereto acknowledge that there would be no adequate remedy at law if any party fails to perform any of its obligations hereunder, and accordingly agree that each party, in addition to any other remedy to which it might be entitled at law or in equity, shall be entitled to injunctive relief, including specific performance, to enforce such obligations without the posting of any bond, and, if any, should be brought in equity to enforce any of the provisions of this Agreement, none of the parties hereto shall raise the defense that there is an adequate remedy at law. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written. SELLER: ----------------------------------- ALAN V. YOUNG PURCHASER: PENSKE AUTOMOTIVE HOLDINGS CORP. By: -------------------------------- Name: Title: -----END PRIVACY-ENHANCED MESSAGE-----