-----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, RMNWI6bpoeYL4ELQdaMPpXpQfHdyXm7zd3qD7+/NYy5wDSc8yaAwlplpYcmp4/eK l9KvKg8N5mzgo+m237QtNw== 0000950123-06-000799.txt : 20060127 0000950123-06-000799.hdr.sgml : 20060127 20060127163726 ACCESSION NUMBER: 0000950123-06-000799 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060127 DATE AS OF CHANGE: 20060127 GROUP MEMBERS: MITSUI & CO (USA) INC FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MITSUI & CO LTD CENTRAL INDEX KEY: 0000067099 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-METALS, MINERALS (NO PETROLEUM) [5050] IRS NUMBER: 980110185 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2-1 OTEMACHI 1 CHOME STREET 2: CAPITAL FINANCE DEPT CITY: CHIYODA KU TOKYO JAP STATE: M0 ZIP: 00000 MAIL ADDRESS: STREET 1: 2-1 OTEMACHI 1 CHOME STREET 2: CHIYODA-KU TOKYO JAPAN 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: 1934 Act SEC FILE NUMBER: 005-49667 FILM NUMBER: 06558338 BUSINESS ADDRESS: STREET 1: 2555 TELEGRAPH RD CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48302-0954 BUSINESS PHONE: 248-648-2500 MAIL ADDRESS: STREET 1: 2555 TELEGRAPH RD CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48302-0954 SC 13D/A 1 y16903sc13dza.txt AMENDMENT NO. 4 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 AMENDMENT NO. 4 UNITED AUTO GROUP, INC. (Name of Issuer) COMMON SHARES (PAR VALUE $0.0001 PER SHARE) (Title of Class of Securities) 909440 10 9 (CUSIP Number) MR. FUMIAKI MIYAMOTO, GENERAL MANAGER THE AMERICAS DEPARTMENT FIRST MOTOR VEHICLES DIVISION MACHINERY BUSINESS UNIT MITSUI & CO., LTD. 2-1 OHTEMACHI 1-CHOME, CHIYODA-KU TOKYO, JAPAN (PHONE) + 81-3-3285-4394 MR. SHIGEO ENOMOTO, GENERAL MANAGER DETROIT MACHINERY DEPARTMENT MACHINERY DIVISION MITSUI & CO. (U.S.A.), INC. 1000 TOWN CENTER, SUITE 1900 SOUTHFIELD, MI 48075 (PHONE) 248-948-4171 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: CHRISTOPHER SMEALL DEBEVOISE & PLIMPTON LLP 919 THIRD AVENUE NEW YORK, NY 10022 (212) 909-6000 JANUARY 25, 2006 (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 that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. * 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 purposes 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). (Continued on following pages) SCHEDULE 13D CUSIP NO. 909440 10 9 - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON Mitsui & Co., Ltd. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 98-0110185 - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) [ ] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Japan - -------------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------------------------ OWNED BY (8) SHARED VOTING POWER EACH REPORTING 7,221,349 PERSON WITH ------------------------------------------------------------------ (9) SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------------ (10) SHARED DISPOSITIVE POWER 7,221,349 - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,221,349 (1) - -------------------------------------------------------------------------------- (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] (1) - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.4% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- (1) The parties to the Stockholders Agreement (as defined in Item 6) may be deemed to constitute a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Reporting Persons may be deemed to share beneficial ownership of the shares of Common Stock owned by the other stockholder parties to the Stockholders Agreement. The Reporting Persons expressly disclaim beneficial ownership of any shares of Common Stock held by such other parties. CUSIP NO. 909440 10 9 - -------------------------------------------------------------------------------- (1) NAME OF REPORTING PERSON Mitsui & Co. (U.S.A.), Inc. S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 13-2559853 - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) [ ] - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS WC - -------------------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) [ ] - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION New York - -------------------------------------------------------------------------------- NUMBER OF (7) SOLE VOTING POWER SHARES 0 BENEFICIALLY ------------------------------------------------------------------ OWNED BY (8) SHARED VOTING POWER EACH REPORTING 7,221,349 PERSON WITH ------------------------------------------------------------------ (9) SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------------ (10) SHARED DISPOSITIVE POWER 7,221,349 ------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,221,349 (1) - -------------------------------------------------------------------------------- (12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X] (1) - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.4% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- (1) The parties to the Stockholders Agreement (as defined in Item 6) may be deemed to constitute a "group" within the meaning of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Reporting Persons may be deemed to share beneficial ownership of the shares of Common Stock owned by the other stockholder parties to the Stockholders Agreement. The Reporting Persons expressly disclaim beneficial ownership of any shares of Common Stock held by such other parties. This Amendment No. 4 ("Amendment No. 4") amends and supplements the statement on Schedule 13D initially filed by the Reporting Persons on April 11, 2003, as amended by Amendment No. 1 filed on April 24, 2003, by Amendment No. 2 filed on February 17, 2004 and by Amendment No. 3 filed on March 26, 2004 (the "Statement"). Information reported in the Statement remains in effect except to the extent that it is amended, restated or superseded by information contained in this Amendment No. 4. Capitalized terms used and not defined in this Amendment No. 4 shall have the meanings set forth in the Statement. ITEM 2. IDENTITY AND BACKGROUND Item 2 of the Statement is hereby amended and supplemented as follows: Information with respect to the directors and executive officers of the Reporting Persons set forth in Annex A to the Statement is hereby amended and restated in its entirety as set forth in Annex A to this Amendment No. 4, and is incorporated herein by reference. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Item 6 of the Statement is hereby supplemented as follows: Lock-Up Letter Agreements On January 25, 2006, each of the Reporting Persons respectively entered into a Lock-Up Letter Agreement (the "Lock-Up Letter Agreements") with Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill Lynch") and Thomas Weisel Partners LLC ("Thomas Weisel"). The Lock-Up Letter Agreements will, among other things, prohibit the Reporting Persons, during a period of 90 days from the date of the Purchase Agreement dated as of January 25, 2006 among United Auto Group, Inc. (the "Company"), Merrill Lynch, Thomas Weisel and the Guarantors party thereto (as defined in the Purchase Agreement), the Reporting Persons will not, subject to certain exceptions, without the prior written consent of Merrill Lynch, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company's common stock $0.0001 par value (the "Common Stock") or any securities convertible into or exchangeable or exercisable for Common Stock, whether owned by the Reporting Persons on the date of the Lock-Up Letter Agreements or thereafter acquired by the Reporting Persons or with respect to which the Reporting Persons had on the date of the Lock-Up Letter Agreements or thereafter acquired the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended (the "Securities Act"), with respect to any of the foregoing (collectively, the "Lock-Up Securities") or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 1 Purchase Agreement, dated April 4, 2003, between the Reporting Persons and J.P. Morgan Partners (BHCA), L.P.* Exhibit 2 Second Amended and Restated Stockholders Agreement, dated February 22, 2002, among the Reporting Persons, International Motor Cars Group I, L.L.C., International Motor Cars Group II, L.L.C., Penske Corporation, Penske Automotive Holdings Corp., Penske Capital Partners, L.L.C., Aeneas Venture Corporation, J.P. Morgan Partners (BHCA), L.P., Virginia Surety Company, Inc. and the Company.* Exhibit 3 Mitsui Side Letter, dated February 28, 2001, among the Reporting Persons, Penske Corporation and the Company.* Exhibit 4 Amended and Restated Registration Rights Agreement, dated February 22, 2002, between the Company and the Reporting Persons.* Exhibit 5 Letter Agreement, dated April 4, 2003, among the Reporting Persons, International Motor Cars Group I, L.L.C., International Motor Cars Group II, L.L.C., Penske Corporation, Penske Automotive Holdings Corp. and Penske Capital Partners, L.L.C.* Exhibit 6 Purchase Agreement, dated February 16, 2004, between the Reporting Persons, International Motor Cars Group I, L.L.C., International Motor Cars Group II, L.L.C., Penske Corporation, Penske Automotive Holdings Corp., and the Company.** Exhibit 7 Form of Termination Agreement among the Reporting Persons, International Motor Cars Group I, L.L.C., International Motor Cars Group II, L.L.C., Penske Corporation, Penske Automotive Holdings Corp., Penske Capital Partners, L.L.C., and the Company.** Exhibit 8 Form of Stockholders Agreement among the Reporting Persons, International Motor Cars Group I, L.L.C., International Motor Cars Group II, L.L.C., Penske Corporation, and Penske Automotive Holdings Corp.** Exhibit 9 Form of Second Amended and Restated Registration Rights Agreement between the Company and the Reporting Persons.** Exhibit 10 Lock-Up Letter Agreement, dated January 25, 2006, among Mitsui & Co. (U.S.A.), Inc., Merrill Lynch & Co., Merrill Lynch Pierce, Fenner & Smith Incorporated and Thomas Weisel Partners LLC. Exhibit 11 Lock-Up Letter Agreement, dated January 25, 2006, among Mitsui & Co., Ltd., Merrill Lynch & Co., Merrill Lynch Pierce, Fenner & Smith Incorporated and Thomas Weisel Partners LLC. * Previously filed on April 11, 2003 with the original Statement on Schedule 13D. ** Previously filed on February 17, 2004 with Amendment No. 2 on Schedule 13D/A. SIGNATURE 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: January 27, 2006 MITSUI & CO., LTD. By: /s/ Tatsuo Nakayama -------------------------------- Name: Tatsuo Nakayama Title: General Manager First Motor Vehicles Division MITSUI & CO. (U.S.A.), INC. By: /s/ Kazuki Okamura ------------------------------ Name: Kazuki Okamura Title: Senior Vice President and General Manager, Machinery Division ANNEX A Unless otherwise indicated, the business address of the directors and executive officers of Mitsui Japan is 2-1 Ohtemachi, 1-Chome, Chiyoda-Ku, Tokyo, Japan and the business address of the directors and executive officers of Mitsui USA is 200 Park Avenue, New York, NY 10166-0130. Each occupation set forth opposite such person's name refers to employment with the Reporting Persons. To the Reporting Persons' knowledge, none of the Reporting Persons' directors or executive officers has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or was or is subject to a civil judgment of the type described in clauses (d) or (e) of Item 2 of the Statement. Unless otherwise indicated, each of the directors and officers of the Reporting Persons is a citizen of Japan. Directors and Executive Officers of Mitsui Japan
Number of Shares of Occupation and Common Stock Name Business Address Beneficially Owned - ---- ---------------- ------------------ Nobuo Ohashi Chairman and Director -- Shoei Utsuda President and Chief Executive Officer -- Yasuo Hayashi (1) Executive Vice President -- Tetsuya Matsuoka Executive Vice President -- Masataka Suzuki Executive Vice President -- Gempachiro Aihara Senior Executive Managing Officer -- Yushi Nagata Senior Executive Managing Officer -- Hiroshi Tada Senior Executive Managing Officer -- Yasunori Yokote Senior Executive Managing Officer -- Kazuya Imai Senior Executive Managing Officer -- Akishige Okada Director -- Akira Chihaya Director -- Toshihiro Soejima (2) Senior Executive Managing Officer -- Motokazu Yoshida (3) Senior Executive Managing Officer -- Yoshiyuki Izawa (4) Executive Managing Officer -- Osamu Mori Executive Managing Officer -- Satoru Miura (5) Executive Managing Officer -- Masayoshi Sato Executive Managing Officer -- Ken Abe Executive Managing Officer -- Takao Sunami Executive Managing Officer -- Junichi Matsumoto Executive Managing Officer -- Shunichi Miyazaki Executive Managing Officer -- Hiroshi Ito Executive Managing Officer --
(1) Business address is 24-28 King William Street, London EC4R9AJ United Kingdom. (2) Business address is 34th Floor, CWTC Tower 1, 1 Jianguomenwai Street Beijing 100004, China. (3) Business address is 200 Park Avenue, New York, NY 10166-0130. (4) Business address is 3-33 Nakanoshima 2-Chome, Kita-ku, Osaka-shi, Osaka-fu, Japan (5) Business address is 16-21 Meieki Minami 1-Chome, Nakamura-ku, Nagoya-shi, Aichi-ken, Japan Directors and Executive Officers of Mitsui USA
Number of Shares of Occupation and Common Stock Name Business Address Beneficially Owned - ---- ---------------- ------------------ Kazuya Imai (1) (director) -- Motokazu Yoshida President & CEO (director) -- Osamu Koyama Executive Vice President (director) -- Keigo Matsubara Senior Vice President & Chief Financial -- Officer (director) Hiroyuki Kato Senior Vice President & Chief -- Administrative Officer (director) Masao Fuchi Senior Vice President & Chief -- Information Officer (director) Yoneji Ishikawa Senior Vice President & Chief Compliance Officer (director) -- Ichizo Kutsukake Senior Vice President -- Akira Nakaminato Senior Vice President -- Toshiaki Muramatsu Senior Vice President -- Masaaki Miura Senior Vice President -- Shinji Tsuchiya Senior Vice President -- Taku Morimoto Senior Vice President -- Noriaki Sakamoto Senior Vice President -- Yasuyuki Abe Senior Vice President -- Kazuhiko Fukuchi Senior Vice President -- Masahiko Tsumoto Senior Vice President -- Tsutomu Yoshida Senior Vice President -- Kazuki Okamura Senior Vice President -- Alan Getz (2) Vice President -- Osamu Toriumi Corporate Secretary --
(1) Business address is 2-1 Ohtemachi, 1-Chome, Chiyoda-Ku, Tokyo, Japan. (2) A citizen of United States of America. EX-99.10 2 y16903exv99w10.txt EX-99.10: LOCK-UP LETTER AGREEMENT Exhibit 10 January 25, 2006 MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated, THOMAS WEISEL PARTNERS LLC c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, New York 10080 Re: Proposed Offering by United Auto Group, Inc. -------------------------------------------- Dear Sirs: The undersigned, a stockholder of United Auto Group, Inc., a Delaware corporation (the "COMPANY"), understands that Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MERRILL LYNCH") and Thomas Weisel Partners LLC (together, the "INITIAL PURCHASERS") propose to enter into a Purchase Agreement (the "PURCHASE AGREEMENT") with the Company and the Guarantors party thereto (as defined in the Purchase Agreement) providing for the offering (the "OFFERING"), pursuant to Rule 144A under the Securities Act of 1933, as amended (the "SECURITIES ACT") of Convertible Senior Subordinated Notes due 2026 of the Company (the "INITIAL SECURITIES") and the grant by the Company and the Guarantors to the Initial Purchasers of the option to purchase additional Convertible Senior Subordinated Notes due 2026 (the "OPTION SECURITIES"). The Initial Securities, together with the Option Securities, are collectively referred to as the "Securities". In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Initial Purchaser that, during a period of 90 days from the date of the Purchase Agreement, (the "LOCK-UP PERIOD"), the undersigned will not, without the prior written consent of Merrill Lynch, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company's common stock $0.0001 par value (the "COMMON STOCK") or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act, with respect to any of the foregoing (collectively, the "LOCK-UP SECURITIES") or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. 1 Notwithstanding anything herein to the contrary, the foregoing shall not be deemed to restrict the undersigned with respect to (1) the exercise of options to acquire shares of Common Stock, (2) the disposition or sale of shares of Common Stock to the Company, (3) the sale, when combined with all other sales by the undersigned and any person listed on Schedule A hereto, of up to 40,000 shares of Common Stock (without double-counting the number of any shares sold or disposed under two preceding paragraphs of (1) and (2) hereof), (4) shares of Common Stock that have been pledged by the undersigned in favor of a financial institution prior to the date hereof, or (5) the entering into of any written trading plan or agreement ("RULE 10B5-1 PLAN") with a broker designed to comply with Rule 10b5-1(c)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, provided that any such Rule 10b5-1 Plan shall specify that any sales of Common Stock sold for the undersigned's benefit pursuant to the Rule 10b5-1 Plan shall not occur prior to the expiration of the Lock-Up Period. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of Merrill Lynch, provided that (1) Merrill Lynch receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee, distributee, or transferee, as the case may be, and (2) except with respect to clause (iv) below, any such transfer shall not involve a disposition for value: (i) as a bona fide gift or gifts; or (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, "immediate family" shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (iii) as a distribution to limited partners or stockholders of the undersigned; or (iv) to the undersigned's affiliates or any entity under common control with the undersigned or to any investment fund or other entity controlled or managed by the undersigned. Furthermore, during the Lock-Up Period, the undersigned may sell shares of Common Stock of the Company purchased by the undersigned on the open market following the Offering if and only if (i) such sales are not required to be reported in any public report or filing with the Securities Exchange Commission, or otherwise and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales. The aggregate amount of Lock-Up Securities transferred by the undersigned pursuant to the preceding paragraph shall not exceed 40,000 shares. For avoidance of doubt, the restriction under the preceding paragraph shall be applicable during (and only during) the 90-day lock up period; therefore, such restriction shall cease to apply after the expiration of said lock up period. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions. 2 If the Company notifies you in writing that it does not intend to proceed with the Offering of the Securities, or for any reason following the execution of the Purchase Agreement it shall be terminated prior to the time of purchase in accordance with the terms of the Purchase Agreement, this letter agreement shall be terminated and the undersigned shall be released from its obligations hereunder. Very truly yours, Mitsui & Co., (U.S.A.), Inc. Signature: /s/ Kazuki Okamura ----------------------- Kazuki Okamura Senior Vice President & General Manager, Machinery Division 3 EX-99.11 3 y16903exv99w11.txt EX-99.11: LOCK-UP LETTER AGREEMENT Exhibit 11 January 25, 2006 MERRILL LYNCH & CO. Merrill Lynch, Pierce, Fenner & Smith Incorporated, THOMAS WEISEL PARTNERS LLC c/o Merrill Lynch & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated 4 World Financial Center New York, New York 10080 Re: Proposed Offering by United Auto Group, Inc. Dear Sirs: The undersigned, a stockholder of United Auto Group, Inc., a Delaware corporation (the "COMPANY"), understands that Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MERRILL LYNCH") and Thomas Weisel Partners LLC (together, the "INITIAL PURCHASERS") propose to enter into a Purchase Agreement (the "PURCHASE AGREEMENT") with the Company and the Guarantors party thereto (as defined in the Purchase Agreement) providing for the offering (the "OFFERING"), pursuant to Rule 144A under the Securities Act of 1933, as amended (the "SECURITIES ACT") of Convertible Senior Subordinated Notes due 2026 of the Company (the "INITIAL SECURITIES") and the grant by the Company and the Guarantors to the Initial Purchasers of the option to purchase additional Convertible Senior Subordinated Notes due 2026 (the "OPTION SECURITIES"). The Initial Securities, together with the Option Securities, are collectively referred to as the "Securities". In recognition of the benefit that such an offering will confer upon the undersigned as a stockholder and an officer and/or director of the Company, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Initial Purchaser that, during a period of 90 days from the date of the Purchase Agreement, (the "LOCK-UP PERIOD"), the undersigned will not, without the prior written consent of Merrill Lynch, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Company's common stock $0.0001 par value (the "COMMON STOCK") or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act, with respect to any of the foregoing (collectively, the "LOCK-UP SECURITIES") or (ii) enter into any swap or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. 1 Notwithstanding anything herein to the contrary, the foregoing shall not be deemed to restrict the undersigned with respect to (1) the exercise of options to acquire shares of Common Stock, (2) the disposition or sale of shares of Common Stock to the Company, (3) the sale, when combined with all other sales by the undersigned and any person listed on Schedule A hereto, of up to 40,000 shares of Common Stock (without double-counting the number of any shares sold or disposed under two preceding paragraphs of (1) and (2) hereof), (4) shares of Common Stock that have been pledged by the undersigned in favor of a financial institution prior to the date hereof, or (5) the entering into of any written trading plan or agreement ("RULE 10B5-1 PLAN") with a broker designed to comply with Rule 10b5-1(c)(1) promulgated pursuant to the Securities Exchange Act of 1934, as amended, provided that any such Rule 10b5-1 Plan shall specify that any sales of Common Stock sold for the undersigned's benefit pursuant to the Rule 10b5-1 Plan shall not occur prior to the expiration of the Lock-Up Period. Notwithstanding the foregoing, and subject to the conditions below, the undersigned may transfer the Lock-Up Securities without the prior written consent of Merrill Lynch, provided that (1) Merrill Lynch receives a signed lock-up agreement for the balance of the Lock-Up Period from each donee, trustee, distributee, or transferee, as the case may be, and (2) except with respect to clause (iv) below, any such transfer shall not involve a disposition for value: (i) as a bona fide gift or gifts; or (ii) to any trust for the direct or indirect benefit of the undersigned or the immediate family of the undersigned (for purposes of this lock-up agreement, "immediate family" shall mean any relationship by blood, marriage or adoption, not more remote than first cousin); or (iii) as a distribution to limited partners or stockholders of the undersigned; or (iv) to the undersigned's affiliates or any entity under common control with the undersigned or to any investment fund or other entity controlled or managed by the undersigned. Furthermore, during the Lock-Up Period, the undersigned may sell shares of Common Stock of the Company purchased by the undersigned on the open market following the Offering if and only if (i) such sales are not required to be reported in any public report or filing with the Securities Exchange Commission, or otherwise and (ii) the undersigned does not otherwise voluntarily effect any public filing or report regarding such sales. The aggregate amount of Lock-Up Securities transferred by the undersigned pursuant to the preceding paragraph shall not exceed 40,000 shares. For avoidance of doubt, the restriction under the preceding paragraph shall be applicable during (and only during) the 90-day lock up period; therefore, such restriction shall cease to apply after the expiration of said lock up period. The undersigned also agrees and consents to the entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the Lock-Up Securities except in compliance with the foregoing restrictions. 2 If the Company notifies you in writing that it does not intend to proceed with the offering of the Securities, or for any reason following the execution of the Purchase Agreement it shall be terminated prior to the time of purchase in accordance with the terms of the Purchase Agreement, this letter agreement shall be terminated and the undersigned shall be released from its obligations hereunder. Very truly yours, Mitsui & Co., Ltd. Signature: /s/ T. Nakayama ----------------------------- T. Nakayama General Manager First Motor Vehicles Division Machinery Business Group 3 -----END PRIVACY-ENHANCED MESSAGE-----