-----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, WATk+PImMVX3EkLG0hVVH+CqpF2OCARbHjXFl43Z8P5kIZv6N+OEp6fmYKkW0q3b PDVtxP9eH0yeBEfsv1eQNA== 0000899140-97-000312.txt : 19970404 0000899140-97-000312.hdr.sgml : 19970404 ACCESSION NUMBER: 0000899140-97-000312 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970403 SROS: NYSE 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 SEC ACT: 1934 Act SEC FILE NUMBER: 005-49667 FILM NUMBER: 97573870 BUSINESS ADDRESS: STREET 1: 375 PARK AVE STREET 2: 22ND FL CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2122233300 MAIL ADDRESS: STREET 1: 375 PARK AVENUE STREET 2: 22ND FL CITY: NEW YORK STATE: NY ZIP: 10152 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COGAN MARSHALL S CENTRAL INDEX KEY: 0001037073 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: C/O TRACE INT HOLDINGS INC STREET 2: 375 PARK AVE CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2122300400 MAIL ADDRESS: STREET 1: TRACE INT HOLDINGS INC STREET 2: 375 PARK AVENUE CITY: NEW YORK STATE: NY ZIP: 10152 SC 13D 1 SCHEDULE 13D 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 United Auto Group, Inc. (Name of Issuer) Voting Common Stock, par value $0.0001 per share (Title of Class of Securities) 909440 10 9 (CUSIP Number of Class of Securities) Philip N. Smith, Jr. Trace International Holdings, Inc. 375 Park Avenue, 11th Floor New York, New York 10152 (212) 230-0400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) October 23, 1996 (Date of Event which Requires Filing of this Schedule) 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(b)(3) or (4), check the following: |_| 2 SCHEDULE 13D - ---- ------------------------------------------------------------------------- 1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Marshall S. Cogan I.D. # - ---- ------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ---- ------------------------------------------------------------------------- 3 SEC USE ONLY - ---- ------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF, WC - ---- ------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ---- ------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION USA - -------------- --------- ----------------------------------------------------- 7 SOLE VOTING POWER 15,100 shares of Voting Common Stock --------- ----------------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 3,532,156 shares of Voting Common Stock OWNED BY EACH REPORTING PERSON WITH --------- ----------------------------------------------------- 9 SOLE DISPOSITIVE POWER 15,100 shares of Voting Common Stock --------- ----------------------------------------------------- 10 SHARED DISPOSITIVE POWER 3,532,156 shares of Voting Common Stock - ---- ------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 3,547,256 shares of Voting Common Stock - ---- ------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ---- ------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 21.3% - ---- ------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ---- ------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. 3 This Schedule 13D is being filed on behalf of Marshall S. Cogan ("Mr. Cogan") relating to the voting common stock, par value $0.0001 per share (the "Common Stock"), of United Auto Group, Inc., a Delaware corporation (the "Company"). Item 1. Security and Issuer. This statement on Schedule 13D, dated April 2, 1997, relates to the Common Stock of the Company and is being filed pursuant to Rule 13d-1 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The address of the principal executive offices of the Company is 375 Park Avenue, 22nd Floor, New York, New York 10152. Item 2. Identity and Background. (a) This statement is filed by Mr. Cogan. (b) The business address of Mr. Cogan is c/o Trace International Holdings, Inc., 375 Park Avenue, 11th Floor, New York, New York 10152. (c) Mr. Cogan's principal occupation is Chairman of the Board and Chief Executive Officer of Trace International Holdings, Inc. ("TIHI"). The address of TIHI is 375 Park Avenue, 11th Floor, New York, New York 10152. The principal business of TIHI is that of a holding company. (d) Mr. Cogan has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) during the last five years. 4 (e) Mr. Cogan has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. (f) Mr. Cogan is a United States citizen. Item 3. Source and Amount of Funds or Other Consideration. The total amount of funds required by Mr. Cogan to purchase the 16,100 Common Stock held directly by him or his wife was $483,400 and was furnished from personal funds. The 3,531,156 shares of Common Stock held by TIHI were purchased from the Company in private placements between December 28, 1993 and July 10, 1996 for aggregate consideration in the amount of $28,436,560. The primary source of such consideration was TIHI's operating cash. Item 4. Purpose of Transaction. The Common Stock was purchased for investment. Through his position at TIHI and as Chairman of the Company's Executive Committee, Mr. Cogan has influence on the management of the Company, including its acquisition strategy. In addition, upon the announced resignation of the Company's current Chairman of the Board and Chief Executive Officer as of April 17, 1997, Mr. Cogan will assume such positions. The Company is presently searching 5 for and may hire a person to serve as President and Chief Operating Officer of the Company. Mr. Cogan intends to review on a continuing basis his investment in the shares and take such actions with respect to his investment as he deems appropriate in light of the circumstances existing from time to time. Such actions could include, among other things, purchasing additional shares of Common Stock, discussing with Company management or other significant holders of the Common Stock matters related to the Company, including but not limited to means of enhancing shareholder value. Mr. Cogan could also determine to dispose of his shares, in whole or in part, at any time. Any such decision would be based on an assessment by Mr. Cogan of a number of different factors, including, without limitation, the business, prospects and affairs of the Company, the market for the Common Stock, the condition of the securities markets, general economic and industry conditions and other opportunities available to Mr. Cogan. Any purchases or dispositions of shares may be effected through open market purchases or other types of transactions. It is noted that the shares owned by TIHI are subject to restrictions on transfer pursuant to an agreement with American Honda Motor Company, Inc. Except as set forth above, Mr. Cogan does not have any plans or proposals which relate to or would result in: (a) the acquisition by any person of additional securities of the Company, 6 or the disposition of securities of the Company; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries; (d) any change in the present Board of Directors or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Company; (f) any other material change in the Company's business or corporate structure; (g) changes in the Company's charter or bylaws or other actions which may impede the acquisition of control of the Company by any person; (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or (j) any action similar to any of those enumerated above. 7 Item 5. Interest in Securities of the Issuer. (a) The information given in this Item 5(a) is based on 16,639,946 shares of outstanding Common Stock as of March 7, 1997, as reported by the Company's Annual Report on Form 10-K for the year ended December 31, 1996. Mr. Cogan owns beneficially (as that term is defined in Rule 13d-3) 3,547,256 shares (15,100 shares directly and 3,532,156 shares indirectly) which represents 21.3% of the outstanding Common Stock. (b) Mr. Cogan has sole power to vote and to direct the disposition of 15,100 shares. Mr. Cogan has shared voting and dispositive power over the 1,000 shares owned by his wife. Mr. Cogan expressly disclaims beneficial ownership of any of the shares of Common Stock owned by his wife. Mrs. Cogan's residence address is 810 Fifth Avenue, New York, New York 11021. Mrs. Cogan is Chairman of Art & Auction magazine. Mrs. Cogan has not, during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. Mrs. Cogan is a United States citizen. 8 Mr. Cogan is Chairman of the Board and Chief Executive Officer of TIHI and owns or has control over capital stock of TIHI representing a majority of the voting interest. TIHI owns 3,546,256 shares of Common Stock. Mr. Cogan, by virtue of his control position at TIHI, has shared voting and dispositive power over the 3,546,256 shares owned by TIHI. Mr. Cogan expressly disclaims beneficial ownership of any of the shares of Common Stock owned by TIHI. TIHI's address is 375 Park Avenue, 11th Floor, New York, New York 10152. TIHI is corporation organized under the laws of the State of Delaware. The principal business of TIHI is that of a holding company. TIHI has not, during the last five years (i) been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding 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. (c) None. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. 9 Pursuant to a Stock Option Agreement dated as of October 22, 1996 (the "Grant Date"), Mr. Cogan has options to purchase up to 100,000 shares of Common Stock at an exercise price of $30.00 per share. Such options vest and become exercisable in four equal annual installments beginning on the first anniversary of the Grant Date. Item 7. Material to be Filed as Exhibits. Exhibit 1 Stock Option Agreement, dated as of October 22, 1996, between the Company and Mr. Cogan. 10 SIGNATURES 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. Dated: April 2, 1997 /s/ Marshall S. Cogan ------------------------ Marshall S. Cogan EXHIBIT INDEX Exhibit Number Description -------------- ----------- 1 Stock Option Agreement, dated as of October 22, 1996, between the Company and Mr. Cogan. EX-99 2 STOCK OPTION AGREEMENT 1 STOCK OPTION AGREEMENT This Stock Option Agreement ("Agreement") is dated as of October 22, 1996, and is entered into between United Auto Group, Inc. (formerly EMCO Motor Holdings, Inc.), a Delaware corporation (the "Company"), and Marshall S. Cogan ("Optionee"). W I T N E S S E T H: WHEREAS, pursuant to resolutions of the Stock Option Committee of the Board of Directors of the Company, as ratified by said Board of Directors, the Company is granting the Optionee options to purchase shares of voting common stock, par value $0.0001 per share (the "Common Stock"), of the Company, on the terms and conditions set forth herein. NOW, THEREFORE, the parties hereby agree: 1. Grant of Options. The Company hereby grants to the Optionee an option (the "Option") to purchase, at the exercise price of $30.00 per share, up to 100,000 shares of Common Stock, such number to be adjusted as provided in Section 7(b) hereof. 2. Exercisability of Options. The Option will vest and become exercisable ratably in four installments as follows: one-fourth of the number of shares covered thereby on each of the first, second, third and fourth anniversaries of the date hereof. 3. Method of Exercising Options. (a) The Optionee may exercise the Option by delivering to the Company a written notice stating the number of shares that the Optionee has elected to purchase at that time from the Company and full payment of the purchase price of the shares then to be purchased. Payment of the purchase price of the shares may be made (i) by certified or bank cashier's check payable to the order of the Company, or (ii) in the discretion of the Board of Directors of the Company or duly authorized committee thereof, by such other method as may be approved by such board or committee from time to time. (b) At the time of exercise, the Optionee shall pay to the Company such amount as is necessary to satisfy the Company's obligation to withhold Federal, state or local income or other taxes incurred by reason of the exercise or the transfer of shares thereupon. 4. Issuance of shares. As promptly as practicable after receipt of notification of exercise, full payment of purchase price and satisfaction of tax withholding as provided in Section 3, the Company shall issue or transfer to the Optionee the number of shares as to which the Options have been so exercised and shall deliver to the Optionee a certificate or certificates therefor, registered in his name. 2 5. Terms and Conditions of Exercise. (i) The Option shall have a term of ten years from the date hereof. (ii) The Company and certain of its stockholders are parties to a stockholders agreement (the "Stockholders Agreement") delivered pursuant to Sections 4.7 and 5.3 of each of the Class A Preferred Stock Purchase Agreement and the Common Stock Purchase Agreement, each dated as of October 15, 1993. For so long as the Stockholders Agreement shall be in effect, it shall be a condition precedent to the exercise of the Option by Optionee that Optionee execute and deliver a counterpart of the Stockholders Agreement as a result of which he shall be deemed to be a "Stockholder" thereunder and bound by all of the applicable provisions of the Stockholders Agreement. (iii) Upon the request of the Company's underwriters managing any underwritten public offering of the Common Stock, Optionee shall not sell, make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any shares of Common Stock acquired upon exercise of the Option for such period of time from the effective date of such offering as the Company or the underwriters may specify, but not to exceed 180 days. (iv) The Option shall not be transferable, except by will or the laws of descent and distribution, provided that Optionee may at any time transfer all or a portion of the Option to his spouse, any of his descendants or trusts for the benefit of Optionee, his spouse or his descendants, subject to all of the terms and conditions of the Option. (v) Whenever the word "Optionee" is used in any provision of this Agreement under circumstances where the provision should logically be construed to apply to the executors, the administrators, personal representatives, or the person or persons to whom the Option may be transferred pursuant to clause (iv) of this Section 5, the word "Optionee" shall be deemed to include such person or persons. 6. Rights as Stockholder. The Optionee or a transferee of the Option shall have no rights as a stockholder with respect to any shares of Common Stock covered by the Option until he shall have become the holder of record of such shares. 7. Recapitalizations, Reorganizations, Etc. (a) The existence of the Option shall not affect the power of the Company or its stockholders to accomplish adjustments, recapitalizations, reorganizations or other changes in the Company's capital structure or its business, or any merger or consolidation of the Company, or any issue of stock or of options, warrants or rights to purchase stock or securities ahead of or affecting any of the shares of Common Stock or the rights thereof or convertible into or exchangeable for shares of Common Stock, or the dissolution or 3 liquidation of the Company, or any sale or transfer of all or any part of its assets or business, or any other corporate act. (b) Upon any change in the outstanding shares of Common Stock by reason of any recapitalization, merger, consolidation, spin-off, combination or exchange of shares or other corporate change, or any distributions to common shareholders other than ordinary cash dividends, the Company shall make such substitutions or adjustments as are appropriate and equitable, as to the number or kind of shares of Common Stock or other securities covered by the Option and the exercise price thereof. 8. Notice. Any notice required or permitted hereunder shall be in writing and shall be sufficiently given if personally delivered or if sent by telegram, telex, facsimile transmission or by registered or certified mail, postage prepaid, with return receipt requested, as follows: (a) If to the Company: United Auto Group, Inc. 375 Park Avenue New York, New York 10022 Facsimile: (212) 223-5148 Attn: General Counsel or to such other address or to the attention of such other person as the Company shall designate by written notice to the Optionee; and (b) If to the Optionee: Mr. Marshall S. Cogan c/o Trace International Holdings, Inc. 375 Park Avenue New York, NY 10022 or to such other address as the Optionee shall designate by written notice to the Company. Any notice given hereunder shall be deemed to have been given at the time of receipt thereof by the party to whom such notice is given. 9. Non-Qualified Option. The Option is not an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended. 4 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. UNITED AUTO GROUP, INC. By: /s/ Philip N. Smith, Jr. -------------------------- Philip N. Smith, Jr. Vice President, Secretary and General Counsel /s/ Marshall S. Cogan -------------------------- Marshall S. Cogan -----END PRIVACY-ENHANCED MESSAGE-----