-----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, JZiU89ucVZjVtKfl+Zlk2TtzBQBUcgnHJeIR/id1tBcThUvXfTRx5HqPXxl8AFNF 98SGjBrHcSEe+KbJDWMLXw== 0000927016-99-001596.txt : 19990423 0000927016-99-001596.hdr.sgml : 19990423 ACCESSION NUMBER: 0000927016-99-001596 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990422 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: 99598889 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: CHARLESBANK CAPITAL PARTNERS LLC CENTRAL INDEX KEY: 0001065319 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 600 ATLANTIC AVENUE CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6176195400 MAIL ADDRESS: STREET 1: 600 ATLANTIC AVENUE CITY: BOSTON STATE: MA ZIP: 02210 SC 13D/A 1 SCHEDULE 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-1) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No.1) United Auto Group, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Voting Common Stock, $0.0001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 909440109 -------------------------- (CUSIP Number) Tami E. Nason, Esq. COPY TO: Christopher A. Klem, Esq. Charlesbank Capital Partners, LLC Ropes & Gray 600 Atlantic Avenue One International Place Boston, MA 02210 Boston, MA 02110 (617) 619-5400 (617) 951-7410 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 12, 1999 ------------------------------------------------------------ (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 [_]. SCHEDULE 13D - ----------------------- --------------------- CUSIP NO. 909440109 Page 2 OF 7 Pages - ----------------------- --------------------- - ------------------------------------------------------------------------------ NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Charlesbank Capital Partners, LLC - ------------------------------------------------------------------------------ CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* 2 (a) [_] (b) [_] - ------------------------------------------------------------------------------ SEC USE ONLY 3 - ------------------------------------------------------------------------------ SOURCE OF FUNDS* 4 OO - ------------------------------------------------------------------------------ CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED 5 PURSUANT TO ITEMS 2(d) or 2(e) [_] - ------------------------------------------------------------------------------ CITIZENSHIP OR PLACE OF ORGANIZATION 6 Massachusetts - ------------------------------------------------------------------------------ SOLE VOTING POWER 7 NUMBER OF 2,843,656 shares SHARES ----------------------------------------------------------- BENEFICIALLY SHARED VOTING POWER OWNED BY 8 EACH -- REPORTING ----------------------------------------------------------- PERSON SOLE DISPOSITIVE POWER WITH 9 2,843,656 ----------------------------------------------------------- SHARED DISPOSITIVE POWER 10 -- - ------------------------------------------------------------------------------ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 2,843,656 shares - ------------------------------------------------------------------------------ CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 12 [X] - ------------------------------------------------------------------------------ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13 13.4% - ------------------------------------------------------------------------------ TYPE OF REPORTING PERSON* 14 OO - ------------------------------------------------------------------------------ *SEE INSTRUCTIONS BEFORE FILLING OUT! Page 2 of 7 Pages SCHEDULE 13D ------------ United Auto Group, Inc. ----------------------- Amendment No. 1 --------------- This Amendment No. 1 hereby amends the initial Schedule 13D filed on July 10, 1998. Item 4. Purpose of Transaction. ---------------------- Item 4 is amended in its entirety to read as follows: On April 12, 1999, the Issuer entered into a Securities Purchase Agreement (the "Purchase Agreement") with International Motor Cars Group I, L.L.C. and International Motor Cars Group II, L.L.C. (together, the "Purchaser"), each of which was formed by Penske Capital Partners, L.L.C., pursuant to which the Purchaser will acquire the Issuer's Series A and Series B Preferred Stock (the "Preferred Stock") and warrants (the "Warrants") to acquire Common Stock and the Issuer's Non-Voting Common Stock (the "Non-Voting Common Stock"). The Preferred Stock is convertible into Common Stock and Non-Voting Common Stock. Assuming conversion in full and payment of all in-kind dividends in respect of the Preferred Stock and exercise in full of the Warrants, the Purchaser will own approximately 39.7% of the aggregate of the outstanding Common Stock and Non- Voting Common Stock, calculated on a fully diluted basis. The transactions described in this paragraph will be consummated in two closings (the "Initial Closing" and the "Second Closing") and are herein referred to as the "Transaction." In connection with the Transaction, Aeneas Venture Corporation, a title holding company for the endowment fund of Harvard ("Aeneas"), who is the direct beneficial owner of the Common Stock reported herein as beneficially owned by Charlesbank, entered into certain contracts and agreements with the Issuer and certain other entities, including, among other things, agreements concerning the composition and size of the Issuer's board of directors, changes in management, obligations to vote in favor of certain transactions and restrictions on the transfer of Common Stock held by Aeneas. For a summary of the contracts and agreements, see Item 6, which is hereby incorporated into this Item 4 by reference in its entirety. Except as described above, Charlesbank does not have any plans or proposals which relate to or would result in any of the actions set forth in parts (a) through (j) of Item 4. Item 5. Interest in Securities of the Issuer. ------------------------------------ Item 5 is amended in its entirety to read as follows: (a) Charlesbank is the indirect beneficial owner of 2,843,656 shares of Common Stock (approximately 13.4% of the shares of Common Stock based upon the most recent filing of the Issuer with the Securities and Exchange Commission) of which Aeneas is the direct beneficial owner. To the best of Charlesbank's knowledge and belief, none of Charlesbank's managing members beneficially owns any shares of the Common Stock of the Issuer. As a result of the Stockholder Voting Agreement, the Stockholders' Consent Agreement and the Stockholders Agreement, each as described more fully in Item 6, Charlesbank may be deemed pursuant to Rule 13d-5(b)(1) to be a member of a "group" with the Purchaser (parties to the Stockholder Voting Agreement and Stockholders Agreement) and/or Trace International Holdings, Inc. ("Trace") and AIF II, L.P. ("AIF") (parties to the Stockholders' Consent Agreement and the Stockholders Agreement). Under Rule 13d-5(b)(1), the group is deemed to have acquired beneficial ownership of all of the equity securities of the Issuer that are Page 3 of 7 Pages beneficially owned by the other members of the group. However, pursuant to Rule 13d-4, Charlesbank disclaims beneficial ownership of the Common Stock owned by the Purchaser, Trace and AIF. (b) Charlesbank has sole power to vote and sole power to dispose of such shares to which this Statement relates, subject to the terms of the Stockholder Voting Agreement, the Stockholders Agreement and the Stockholders' Consent Agreement (each as described more fully in Item 6). (c) Not applicable. (d) Harvard has full discretion to direct the receipt of dividends, if any, received from the shares of Common Stock of the Issuer beneficially owned by Charlesbank. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to ------------------------------------------------------------------------ the Securities of the Issuer. ----------------------------- Item 6 is amended by adding the following thereto: Stockholder Voting Agreement: Pursuant to the Stockholder Voting Agreement, dated April 12, 1999, among Aeneas and the Purchaser (the "Voting Agreement"), Aeneas shall vote, or shall grant an irrevocable proxy to the Purchaser to vote, all of the shares of Common Stock beneficially owned by Aeneas in favor of (i) the Purchase Agreement, (ii) the Transaction contemplated by the Purchase Agreement and (iii) any actions required in furtherance thereof. In addition, while the Voting Agreement is in effect, Aeneas has agreed not to: (i) transfer, or otherwise dispose of, any of the Common Stock owned by it; (ii) grant any proxies with respect to any Common Stock owned by it; (iii) take certain actions which the Issuer is prohibited from taking under Section 4.2 of the Purchase Agreement; or (iv) vote in favor of any transaction that is proposed as an alternative to the Transaction contemplated by the Purchase Agreement, without the prior written consent of the Purchaser. The foregoing summary of the Voting Agreement is qualified in its entirety by reference to the Voting Agreement, a copy of which is attached as Exhibit B and is incorporated herein by reference. Stockholders' Consent Agreement: Pursuant to the Stockholders' Consent Agreement, dated as of April 12, 1999, among Trace, AIF, Aeneas and the Issuer (the "Consent Agreement"), Aeneas has agreed, on the date of the Initial Closing, as such term is defined in the Purchase Agreement, to execute and be bound by the Stockholders Agreement. The Stockholders Agreement, which is to be executed by AIF, Aeneas, the Purchaser, Trace and the Issuer (the "Stockholders Agreement"), provides that Aeneas will use its reasonable best efforts to (i) from the Initial Closing through the Second Closing, cause the Issuer's board of directors (the "Board") to consist of three members nominated by the Purchaser (one of the three members to be Roger Penske), one member to be nominated by Trace, one member to be the Issuer's Chief Operating Officer (or in his absence, another person designated by the independent directors) and two members to be independent directors; (ii) on the Initial Closing, have Roger Penske appointed as the Issuer's Chairman and Chief Executive Officer; (iii) prior to the Second Closing, expand the size of the Board to nine members and nominate for election to the Board by the Issuer's stockholders, two members designated by the Purchaser; (iv) on the Second Closing, fill the vacancies created by such expansion of the Board with the directors elected by the stockholders; and (v) from the earlier of the first meeting of the stockholders following the Second Closing and the first vacancy on the Board following the Second Closing, cause the Board to consist of five members designated by the Purchaser (including Roger Penske), one member designated by Trace and three independent directors. The Stockholders Agreement also provides for, among other things, the composition of certain committees of the Board, restrictions on the acquisition or disposition of shares of the Issuer, restrictions on participation in certain types of transactions in connection with the Issuer and "tag along" rights with respect to sales of the Issuer's stock by the Purchaser. The foregoing summary of the Stockholders' Page 4 of 7 Pages Consent Agreement is qualified in its entirety by reference to the Stockholders' Consent Agreement, a copy of which is attached as Exhibit C and is incorporated herein by reference. Item 7. Material to be Filed as Exhibits. -------------------------------- Exhibit A -- Information concerning Reporting Person's managing members.* Exhibit B -- Stockholder Voting Agreement, dated April 12, 1999, among Aeneas Venture Corporation, International Motor Cars Group I, L.L.C. and International Motor Cars Group II, L.L.C. Exhibit C -- Stockholders' Consent Agreement, dated as of April 12, 1999, among Trace International Holdings, Inc., AIF II, L.P., Aeneas Venture Corporation and the Issuer. - -------------------- * Previously filed with the initial Schedule 13D on July 10, 1998. Page 5 of 7 Pages Signature --------- After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: April 22, 1999 CHARLESBANK CAPITAL PARTNERS, LLC By: /s/ Tami E. Nason ---------------------------- Name: Tami E. Nason Title: Vice President, Legal Page 6 of 7 Pages
EXHIBIT INDEX - ------------- Exhibit Number Description - ------ ----------- A Information Concerning Reporting Person's Managing Members/*/ B Stockholder Voting Agreement, dated April 12, 1999, among Aeneas Venture Corporation, International Motor Cars Group I, L.L.C. and International Motor Cars Group II, L.L.C. C Stockholders' Consent Agreement, dated as of April 12, 1999, among Trace International Holdings, Inc., AIF II, L.P., Aeneas Venture Corporation and the Issuer.
__________________ * Previously filed with the initial Schedule 13D on July 10, 1998. Page 7 of 7 Pages EX-99.(B) 2 STOCKHOLDER VOTING AGREEMENT EXHIBIT B --------- STOCKHOLDER VOTING AGREEMENT STOCKHOLDER VOTING AGREEMENT, dated April 12, 1999 (this "Agreement"), among Aeneas Venture Corporation ("Stockholder"), International Motor Cars Group I, L.L.C. and International Motor Cars Group II, L.L.C. (collectively, the "Purchaser"). WHEREAS, United Auto Group, Inc., a Delaware corporation (the "Company"), and Purchaser, are contemporaneously herewith entering into a Securities Purchase Agreement, dated as of the date hereof (the "Purchase Agreement"), which provides, among other things, for the acquisition by Purchaser of shares of Preferred Stock and Warrants to purchase shares of Common Stock upon the terms and subject to the conditions set forth therein; WHEREAS, as a condition to its willingness to enter into the Purchase Agreement, Purchaser has requested that Stockholder make certain agreements with respect to the shares of Common Stock beneficially owned by Stockholder and listed under Stockholder's name on the signature page hereto (the "Stockholder Shares"), upon the terms and subject to the conditions hereof; and WHEREAS, in order to induce Purchaser to enter into the Purchase Agreement, Stockholder is willing to make certain agreements with respect to the Stockholder Shares; NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements set forth herein, the parties hereto agree as follows: 1. Voting Agreements; Proxy. ------------------------ (a) For so long as this Agreement is in effect, in any meeting of stockholders of the Company, however called, and in any action by consent of the stockholders of the Company, Stockholder shall vote, or, if applicable, give consents with respect to, all of the Stockholder Shares (and any other shares of Common Stock over which Stockholder has voting power) (collectively, "Shares") that are held on the record date applicable thereto in favor of (i) the Purchase Agreement, (ii) the transactions contemplated by the Purchase Agreement and (iii) any actions required in furtherance thereof. Any such vote shall be cast or consent shall be given in accordance with such procedures relating thereto as shall ensure that it is duly counted for purposes of determining that a quorum is present and for purposes of recording the results of such vote or consent. (b) Upon the written request of Purchaser, Stockholder, in furtherance of the transactions contemplated hereby and by the Purchase Agreement, and in order to secure the performance by Stockholder of its duties under this Agreement, shall promptly execute, in accordance with the provisions of Section 212 of the Delaware General Corporation Law, and deliver to Purchaser an irrevocable proxy, substantially in the form attached as Exhibit A hereto, and irrevocably appoint Purchaser or its designees, with full power of substitution, its attorney and proxy to vote or, if applicable, to give consent with respect to, all Shares with regard to any of the matters referred to in Section 1(a) at any meeting of the stockholders of the Company, however called, or in connection with any action by written consent by the stockholders of the Company. Stockholder acknowledges and agrees that (i) such proxy, if and when given, shall be coupled with an interest, shall constitute, among other things, an inducement for Purchaser to enter into the Purchase Agreement, shall be irrevocable and shall not be terminated by operation of law or otherwise upon the occurrence of any event, except as provided in Section 14 hereof, and (ii) that no subsequent proxies with respect to the Shares shall be given (and if given shall not be effective), with respect to any of the matters referred to in Section 1(a). 2. Covenants. (a) From and after the date of this Agreement, --------- Stockholder agrees not to: (i) sell, transfer, pledge, assign, hypothecate, encumber, tender or otherwise dispose of, or enter into any contract with respect to the sale, transfer, pledge, assignment, hypothecation, encumbrance, tender or other disposition of, any Stockholder Shares; (ii) grant any proxies with respect to any Shares, deposit any Shares into a voting trust or enter into a voting or option agreement with respect to any Shares; (iii) take any action, directly or indirectly through any of its affiliates (other than the Company or any of its subsidiaries), which the Company is prohibited from taking under Section 4.2 of the Purchase Agreement; (iv) vote in any manner (i.e. by ballot, - - proxy, written consent or otherwise) any Shares in favor of any other transaction that is proposed by any Person (including the Company) as an alternative to the transactions contemplated by the Purchase Agreement; or (v) take any action which would make any representation or warranty of Stockholder herein untrue or incorrect or prevent, burden or materially delay the consummation of the transactions contemplated by this Agreement; provided, however, that Stockholder may take any action described in clause (i) or (ii) above if any third party which obtains the right to vote any Shares as a result of such action assumes (in a writing executed by any such third party and delivered to Purchaser) Stockholder's obligations under this Agreement with respect to such Shares. (b) Stockholder agrees that from and after the date of this Agreement through and including the date this Agreement is terminated, without the prior written consent of Purchaser, which may be withheld in Purchaser's sole discretion, Stockholder shall not vote or give any consent with respect to any Shares in favor of an Alternative Transaction (as defined in the Purchase Agreement) other than an Alternative Transaction involving the sale of all or substantially all of the capital stock or assets of the Company. -2- 3. Representations and Warranties of Stockholder. Stockholder --------------------------------------------- represents and warrants to Purchaser that: (a) Capacity; No Violations. Stockholder has the legal capacity to ----------------------- enter into this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Stockholder, and constitutes a valid and binding agreement of Stockholder enforceable against Stockholder in accordance with its terms, except as enforceability against Stockholder may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to the rights of creditors generally and other general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law) and such execution and delivery and performance by Stockholder of this Agreement will not (i) conflict with, require a consent, waiver or approval under, or result in a breach or default under, any of the terms of any contract, commitment or other obligation to which Stockholder is a party or by which Stockholder is bound; (ii) violate any order, writ, injunction, decree or statute, or any law, rule or regulation applicable to Stockholder or the Shares; or (iii) result in the creation of, or impose any obligation on Stockholder to create, any Encumbrance other than transfer restrictions imposed by applicable Federal and state securities laws upon the Shares. (b) Shares. As of the date of this Agreement, Stockholder is the ------ record holder of, and has good and valid title to, the Shares free and clear of all Encumbrances other than transfer restrictions imposed by applicable Federal and state securities laws. The Shares are the only shares of any class of capital stock of the Company which Stockholder has the right, power or authority (sole or shared) to sell or vote, and Stockholder does not have any right to acquire, nor is it the beneficial owner of, any other shares of any class of capital stock of the Company or any securities convertible into or exchangeable or exercisable for any shares of any class of capital stock of the Company. There are no options or rights to acquire, or other contracts (including proxies, voting trusts or voting agreements) relating to, the Shares to which Stockholder is a party. 4. Adjustments; Additional Shares. In the event (i) of any stock ------------------------------ dividend, stock split, recapitalization, reclassification, combination or exchange of Shares on, of or affecting the Shares, or (ii) Stockholder shall become the beneficial owner of any additional Shares or other securities entitling the holder thereof to vote or give consent with respect to the matters set forth in Section 1(a) hereof, then the terms of this Agreement shall apply to the Shares held by Stockholder immediately following the effectiveness of the events described in clause (i) above or Stockholder becoming the beneficial owner of the Shares or other securities, as described in clause (ii) above, in each case as though they were Shares hereunder. -3- 5. Expenses. Each party hereto shall pay its own expenses incurred -------- in connection with this Agreement. 6. Specific Performance. Stockholder acknowledges and agrees that if -------------------- it fails to perform any of its obligations under this Agreement, immediate and irreparable harm or injury would be caused to Purchaser for which money damages would not be an adequate remedy. In such event, Stockholder agrees that Purchaser shall have the right, in addition to any other rights it may have, to specific performance of this Agreement. Accordingly, if Purchaser should institute an action or proceeding seeking specific enforcement of the provisions hereof, Stockholder hereby waives the claim or defense that Purchaser has an adequate remedy at law and hereby agrees not to assert in any such action or proceeding the claim or defense that such a remedy at law exists. Stockholder further agrees to waive any requirements for the securing or posting of any bond in connection with obtaining any such equitable relief. 7. Notices. All notices or other communications under this Agreement ------- shall be in writing and shall be deemed duly given, effective (i) three business days later, if sent by registered or certified mail, return receipt requested, postage prepaid, (ii) when sent, if sent by telecopier or fax, provided that the telecopy or fax is promptly confirmed by telephone confirmation thereof, (iii) when served, if delivered personally to the intended recipient, and (iv) one business day later, if sent by overnight delivery via a national courier service, and in each case, addressed to the intended recipient at the address set forth as follows: If to the Purchaser: ------------------------- c/o Penske Capital Partners, L.L.C. 399 Park Avenue New York, New York 10022 Telecopy: (212) 207-9653 Attention: Mr. James A. Hislop with a copy to: ------------------------- Fried, Frank, Harris, Shriver & Jacobson One New York Plaza New York, NY 10004 Telecopy: (212) 859-8587 Attention: Robert C. Schwenkel, Esq. -4- if to Stockholder: ------------------------- Aeneas Venture Corporation c/o Charlesbank Capital Partners, L.L.C. 600 Atlantic Avenue, 26th Floor Boston, MA 02210 Telecopy: (617) 619-5402 Attention: Mark A. Rosen with a copy to: ------------------------- Ropes & Gray One International Place Boston, MA 02110 Telecopy: (617) 951-7050 Attention: Larry Jordan Rowe 8. Parties in Interest. This Agreement shall inure to the benefit of ------------------- and be binding upon the parties named herein and their respective successors and assigns; provided, however, that each such successor in interest or assign shall agree to be bound by the provisions of this Agreement. Nothing in this Agreement, express or implied, is intended to confer upon any person or entity other than Purchaser, Stockholder and their respective successors and assigns, any rights or remedies under or by reason of this Agreement. 9. Entire Agreement; Amendments. This Agreement contains the entire ---------------------------- agreement between Stockholder and Purchaser with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, oral or written, with respect to such subject matter. This Agreement may not be changed, amended or modified orally, but may be changed only by an agreement in writing signed by the party against whom any waiver, change, amendment, modification or discharge may be sought. 10. Assignment. No party to this Agreement may assign any of its ---------- rights or obligations under this Agreement without the prior written consent of the other party hereto, except that: (i) Purchaser may assign its rights and obligations hereunder to any of its affiliates or direct or indirect wholly owned subsidiaries, but no such transfer shall relieve Purchaser of its obligations hereunder if such transferee does not perform such -5- obligations; and (ii) Stockholder may assign its rights and obligations hereunder without the consent of Purchaser in accordance with Section 2. 11. Defined Terms; Headings. Capitalized terms not otherwise defined ----------------------- herein shall have the meaning ascribed to such terms in the Purchase Agreement. The section headings herein are for convenience only and shall not affect the construction of this Agreement. 12. Counterparts. This Agreement may be executed in any number of ------------ counterparts, each of which, when executed, shall be deemed to be an original and all of which together shall constitute one and the same document. 13. Governing Law. This Agreement shall be governed by and construed ------------- in accordance with the laws of the State of Delaware (regardless of the laws that might otherwise govern under applicable Delaware principles of conflicts of law). 14. Termination. This Agreement shall terminate at the earlier of ----------- (i) the date the Second Closing occurs under the Purchase Agreement, (ii) December 31, 1999, and (iii) on the date the Purchase Agreement is terminated pursuant to the terms thereof; provided, that the parties shall continue to be liable for any breach of this Agreement following any such termination. In addition, Stockholder may terminate this Agreement on or after the 2-month anniversary of the date of the Initial Closing (as defined in the Securities Purchase Agreement) by written notice to Purchaser if the Proxy Statement (as defined in the Purchase Agreement) has not been filed with the Securities and Exchange Commission prior to such date, and the parties are not working reasonably diligently to file the Proxy Statement with the Securities and Exchange Commission. -6- IN WITNESS WHEREOF, Purchaser and Stockholder have caused this Agreement to be duly executed and delivered on the day and year first above written. INTERNATIONAL MOTOR CARS GROUP I, L.L.C. By: /s/ James A. Hislop ------------------------------------- Name: James A. Hislop Title: INTERNATIONAL MOTOR CARS GROUP II, L.L.C. By: /s/ James A. Hislop ------------------------------------- Name: James A. Hislop Title: AENEAS VENTURE CORPORATION By: /s/ Michael R. Eisenson ------------------------------------- Name: Michael R. Eisenson Title: Authorized Signatory Number of Shares Subject to this Agreement: 2,843,656 -7- EXHIBIT A IRREVOCABLE PROXY In order to secure the performance of the duties of the undersigned pursuant to the Stockholder Voting Agreement, dated as of April 12, 1999 (the "Voting Agreement"), among the undersigned, International Motor Cars Group I, L.L.C. and International Motor Cars Group II, L.L.C., each a Delaware limited liability company ("Purchaser"), a copy of such agreement being attached hereto and incorporated by reference herein, the undersigned hereby irrevocably appoints and and ---------------------- ------------------- , and each of them, attorneys, agents and proxies, with - --------------------- full power of substitution, for the undersigned and in the name, place and stead of the undersigned, to vote or, if applicable, to give written consent, in such manner as each such attorney, agent and proxy or his substitute shall in his sole discretion deem proper to record such vote or consent in the manner set forth in Section 1(a) of the Voting Agreement with respect to all shares of Common Stock, par value $.0001 per share (the "Shares"), of United Auto Group, Inc., a Delaware corporation (the "Company"), (i) which the undersigned is or may be entitled to vote at any meeting of the Company held after the date hereof, whether annual or special and whether or not an adjourned meeting, or, if applicable, with respect to which the undersigned is or may be entitled to give written consent in connection with any action by written consent by the stockholders of the Company to give written consent with respect thereto. This Proxy is coupled with an interest, shall be irrevocable and binding on any successor in interest of the undersigned and shall not be terminated by operation of law or otherwise upon the occurrence of any event (except as provided in Section 14 of the Voting Agreement), including, without limitation, the death or incapacity of the undersigned. This Proxy shall operate to revoke any prior proxy as to the Shares heretofore granted by the undersigned. This Proxy shall terminate upon the date on which the Voting Agreement shall terminate in accordance with Section 14 of the Voting Agreement. This Proxy has been executed in accordance with Section 212 of the Delaware General Corporation Law. Dated: ------------------- AENEAS VENTURE CORPORATION By: ------------------------------------- Name: Title: -8- EX-99.(C) 3 STOCKHOLDERS' CONSENT AGREEMENT EXHIBIT C --------- STOCKHOLDERS' CONSENT AGREEMENT This Stockholders' Consent Agreement (the "Agreement"), is made and entered into --------- as of April 12, 1999, by and among Trace International Holdings, Inc., a corporation organized under the laws of the State of Delaware ("Trace"), AIF II, L.P. a limited partnership organized under the laws of the State of Delaware ("Apollo"), Aeneas Venture Corporation, a corporation organized under the laws of the State of Massachusetts ("Harvard," and together with Trace and Apollo, the "Stockholders"), and United Auto Group, Inc., a corporation organized under the laws of the State of Delaware (the "Company"). WITNESSETH ---------- WHEREAS, each Stockholder owns common stock of the Company; WHEREAS, the Company is party to that certain Stock Purchase Agreement dated as of even date herewith (the "Stock Purchase Agreement") whereby a new investor (the "Investor") will purchase certain new equity securities and warrants of the Company (the "Investment"); WHEREAS, a condition the closing of the Investment is the execution by the Stockholders of that certain Stockholders Agreement among the Stockholders and the Investor (the "Stockholders Agreement"); WHEREAS, each Stockholder desires to cause the consummation of the Investment. NOW, THEREFORE, in consideration of the premises and of the mutual covenants and agreements contained in this Agreement, each of the Stockholders and the Company, intending to be legally bound, do hereby agree as follows: 1. Agreement to Execute. On the date of the "Initial Closing", as such -------------------- term is defined in the Stock Purchase Agreement, each Stockholder shall execute and deliver a counterpart to, and agrees to be bound thereafter by, the Stockholders' Agreement. Each Stockholder agrees that any alterations to the Stockholders' Agreement from the form included as Exhibit 5.2(a)(iv) of the Stock Purchase Agreement shall not affect the obligation of such Stockholder to execute and be bound by the Stockholders' Agreement, except any such alterations that adversely affect the interests of the individual Stockholder made without such Stockholder's consent. 2. Equitable Remedies. Each Stockholder agrees that legal damages for the ------------------ breach hereof are insufficient, and expressly agrees to submit to equitable remedies of such breach, including without limitation an order of specific performance to enter into the Stockholders' Agreement. 3. Counterparts. This Agreement may be executed and delivered in several ------------ counterparts, all of which, taken together, shall constitute one Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly entered into as of the date first above written. TRACE INTERNATIONAL HOLDINGS, INC. By: /s/ Philip N. Smith ------------------------------------ Name: Philip N. Smith Title: Senior Vice President AENEAS VENTURE CORPORATION By: /s/ Michael R. Eisenson ------------------------------------ Name: Michael R. Eisenson Title: Authorized Signatory AIF II, L.P. By: /s/ John J. Hannan ------------------------------------ Name: John J. Hannan Title: Authorized Signatory UNITED AUTO GROUP, INC. By: /s/ Sam X. Di Feo ------------------------------------ Name: Sam X. Di Feo Title: President and Chief Operating Officer 2 -----END PRIVACY-ENHANCED MESSAGE-----