-----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, RttBiv/YFMfOq65RYY8pO8cN1efH2SHqE5+uc5BB6z3NAKWrHpbmswHhaFiQKdPT egzxTr7rtlZfCUl52LN/0A== 0000895345-02-000458.txt : 20020821 0000895345-02-000458.hdr.sgml : 20020821 20020821160014 ACCESSION NUMBER: 0000895345-02-000458 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20020821 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: 02744858 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 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 vj13da.txt + UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D/A UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 15)* United Auto Group, Inc. - --------------------------------------------------------------------------- (Name of Issuer) Common Stock (Par Value $ 0.0001 Per Share) - --------------------------------------------------------------------------- and Non Voting Common Stock (Par Value $0.0001 Per Share) (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) August 15, 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 - ---------- ------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 7,393,260 SHARES -------- ------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 -------- ------------------------------------------ 9 SOLE DISPOSITIVE POWER EACH 7,393,260 REPORTING -------- ------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - ------------------------- -------- ------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,433,783 - ---------- ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ---------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.6% - ---------- ------------------------------------------------------------------ 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 - ---------- ------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 2,071,856 SHARES -------- ------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 -------- ------------------------------------------ 9 SOLE DISPOSITIVE POWER EACH 2,071,856 REPORTING -------- ------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 0 - ------------------------- -------- ------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,433,783 - ---------- ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ---------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.6% - ---------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON OO - ---------- ------------------------------------------------------------------ SCHEDULE 13D - ------------------------------------------ CUSIP No. 909440 10 9 - ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON PENSKE CAPITAL PARTNERS, L.L.C. - ---------- ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| - ---------- ------------------------------------------------------------------ 3 SEC USE ONLY - ---------- ------------------------------------------------------------------ 4 SOURCE OF FUNDS NOT APPLICABLE - ---------- ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| NOT APPLICABLE - ---------- ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE - ---------- ------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 9,869,461 SHARES -------- ------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 -------- ------------------------------------------ 9 SOLE DISPOSITIVE POWER EACH 550,965 REPORTING -------- ------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 9,318,496 - ------------------------- -------- ------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,433,783 - ---------- ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ---------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.6% - ---------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON OO - ---------- ------------------------------------------------------------------ SCHEDULE 13D - ------------------------------------------ CUSIP No. 909440 10 9 - ----------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON JAMES A. HISLOP - ---------- ------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X| (b) |_| - ---------- ------------------------------------------------------------------ 3 SEC USE ONLY - ---------- ------------------------------------------------------------------ 4 SOURCE OF FUNDS NOT APPLICABLE - ---------- ------------------------------------------------------------------ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |_| NOT APPLICABLE - ---------- ------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - ---------- ------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 75,000 SHARES -------- ------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 9,869,461 -------- ------------------------------------------ 9 SOLE DISPOSITIVE POWER EACH 75,000 REPORTING -------- ------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 9,869,461 - ------------------------- -------- ------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,433,783 - ---------- ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ---------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.6% - ---------- ------------------------------------------------------------------ 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 - ---------- ------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 441,667 SHARES -------- ------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 19,917,116 -------- ------------------------------------------ 9 SOLE DISPOSITIVE POWER EACH 441,667 REPORTING -------- ------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 19,917,116 - ------------------------- -------- ------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,433,783 - ---------- ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ---------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.6% - ---------- ------------------------------------------------------------------ 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 - ---------- ------------------------------------------------------------------ 7 SOLE VOTING POWER NUMBER OF 10,047,655 SHARES -------- ------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 0 -------- ------------------------------------------ 9 SOLE DISPOSITIVE POWER EACH 10,047,655 REPORTING -------- ------------------------------------------ PERSON 10 SHARED DISPOSITIVE POWER WITH 5,863,678 - ------------------------- -------- ------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,433,783 - ---------- ------------------------------------------------------------------ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES |_| - ---------- ------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 50.6% - ---------- ------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON CO - ---------- ------------------------------------------------------------------ This Amendment No. 15 ("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, Amendment No. 7 filed on December 26, 2000, Amendment No. 8 filed on February 14, 2001, Amendment No. 9 filed on March 6, 2001, Amendment No. 10 filed on August 7, 2001, Amendment No. 11 filed on March 1, 2002, Amendment No. 12 filed on March 27, 2002, Amendment No. 13 filed on May 14, 2002, and Amendment No. 14 filed on June 26, 2002 (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 2. IDENTITY AND BACKGROUND. On August 15, 2002, each of Mitsui, Penske Automotive, and the Company entered into a separate agreement to purchase shares of Voting Common Stock at $15.85 per share from Combined Specialty Insurance Company (formerly Virginia Surety Company)("AON"). By reason of the these stock purchase agreements, Mitsui and the Reporting Persons may be deemed to constitute a Group. Neither the fact of this filing nor anything contained herein shall be deemed an admission by the Reporting Persons that such a Group exists, and the existence of any such Group is hereby expressly disclaimed. The Reporting Persons hereby expressly disclaim any beneficial ownership in any Voting Common Stock beneficially owned by Mitsui. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. The total amount of funds used to purchase 50,000 shares of Voting Common Stock of the Company purchased by Penske Corporation through Penske Automotive, its wholly owned subsidiary, on June 26, 2002, was $1,003,000. Such funds were obtained from the working capital of Penske Corporation, and were contributed to Penske Automotive by Penske Corporation. The total amount of funds used to purchase 75,000 shares of Voting Common Stock of the Company purchased by James A. Hislop between June 26 and August 19, 2002 was $259,280 and such funds were obtained from the personal funds of James A. Hislop. The total amount of funds used to purchase the 100,784 shares of Voting Common Stock of the Company purchased by Penske Corporation through Penske Automotive, its wholly owned subsidiary on August 15, 2002, from AON pursuant to the Purchase Agreement by and among AON and Penske Automotive (the "AON Stock Purchase Agreement") was $1,597,426.40 and such funds were obtained from the working capital of Penske Corporation and were contributed by Penske Corporation to Penske Automotive. ITEM 4. PURPOSE OF TRANSACTION. The shares purchased by Penske Corporation through Penske Automotive, its wholly owned subsidiary, pursuant to the AON Stock Purchase Agreement were purchased for investment purposes. The shares of Voting Common Stock purchased by James A. Hislop were purchased for investment purposes. ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER. The Reporting Persons were advised by the Company that as of August 19, 2002 there were 38,836,579 shares of Voting Common Stock outstanding (not including any securities convertible into Voting Common Stock. (a) As of August 19, 2002, as a result of the transactions previously reported on this Schedule 13D and (i) the distribution of the 1,363,562 shares of Voting Common Stock to non-managing members and 57,842 shares of Voting Common Stock to the managing member of IMCG I reported herein, (ii) the distribution of the 129,822 shares of Voting Common Stock to the managing member of IMCG II reported herein, (iii) the receipt of 652,452 shares of Voting Common Stock upon the conversion of the Series B Preferred Stock including 3,864 shares of Voting Common Stock received in lieu of cash dividends accrued on the outstanding shares of Series B Preferred Stock since June 30, 2002, and (iv) the purchase of (x) of 15,000 shares of Voting Common Stock by James A. Hislop and (y) 50,000 shares of Voting Common Stock by Penske Corporation through Penske Automotive, each in open market purchases between the date of the filing of Amendment No. 14 to this Schedule 13D and August 19, 2002, the Reporting Persons may be deemed to be the beneficial owners of an aggregate of 20,433,783 shares of Voting Common Stock, which constitutes approximately 50.6% of the 40,364,359 shares of Voting Common Stock deemed to be outstanding for this purpose. The 40,364,359 shares deemed to be outstanding was determined by adding the 38,836,579 shares of Voting Common Stock outstanding as of August 19, 2002 to the 1,527,580 shares of Voting Common Stock into which the securities reported as beneficially owned by the Reporting Persons are convertible. As of August 19, 2002, taking into account only those securities held by the Reporting Persons that are currently outstanding and have voting rights, the Reporting Persons held approximately 48.7% of the voting power with respect to matters coming before the holders of the Voting Common Stock. (b) As of August 19, 2002, assuming the conversion into Voting Common Stock of the shares of Non-Voting Common Stock, IMCG I has the sole power to direct the vote of 7,393,260 shares of Voting Common Stock, and IMCG II has the sole power to direct the vote of 2,071,856 shares of Voting Common Stock, in each case subject to certain restrictions contained in the Restated Stockholders Agreement. PCP has the sole power to direct the vote of 9,869,461 shares of Voting Common Stock. Penske Corporation has the sole power to direct the vote of 10,047,655 shares of Voting Common Stock. Roger S. Penske has the sole power to direct the vote of 20,000 shares of Voting Common Stock, and, upon (x) the exercise of the Second Closing Options, (y) the exercise of a portion of an option (such portion covering 16,667 shares of Voting Common Stock) previously granted to Roger S. Penske, which portion vested in part on January 14, 2001 and in part on January 14, 2002, and (z) the exercise of a portion of an option (such portion covering 5,000 shares of Voting Common Stock) previously granted to Roger S. Penske, which portion vested on February 28, 2002, Roger S. Penske will have the sole power to direct the vote of an aggregate of 441,667 shares of Voting Common Stock and shared power to direct the vote of 19,917,116 shares of Voting Common Stock. James A. Hislop has the sole power to direct the vote of 75,000 shares of Voting Common Stock and shared power to direct the vote of 9,869,461 shares of Voting Common Stock. As of August 19, 2002, subject to certain restrictions contained in the IMCG I Letter Agreement and the IMCG II Letter Agreement, as applicable: o IMCG I has the sole power to direct the disposition of 7,393,260 shares of Voting Common Stock, o IMCG II has the sole power to direct the disposition of 2,071,856 shares of Voting Common Stock, o Penske Corporation has the sole power to direct the disposition of 10,047,655 shares of Voting Common Stock and the shared power to direct the disposition of 5,863,678 shares of Voting Common Stock, o PCP has the sole power to direct the disposition of 550,965 shares of Voting Common Stock and the shared power to direct the disposition of 9,318,496 shares of Voting Common Stock, o Roger S. Penske has the sole power to direct the disposition of 20,000 shares of Voting Common Stock, and, upon (x) the exercise of the Second Closing Options, (y) the exercise of a portion of an option (such portion covering 16,667 shares of Voting Common Stock) previously granted to Roger S. Penske, which portion vested in part on January 14, 2001 and in part on January 14, 2002 and (z) the exercise of a portion of an option (such portion covering 5,000 shares of Voting Common Stock) previously granted to Roger S. Penske, which portion vested on February 28, 2002, Roger S. Penske will have the sole power to direct the disposition of an aggregate of 441,667 shares of Voting Common Stock and the shared power to direct the disposition of 19,917,116 shares of Voting Common Stock, and o James A. Hislop has the sole power to direct the disposition of 75,000 shares of Voting Common Stock and the shared power to direct the disposition of 9,869,461 shares of Voting Common Stock. (c) Between the date of the filing of Amendment No. 14 to this Schedule 13D and August 19, 2002, Penske Corporation purchased the following shares of Voting Common Stock, through its wholly owned subsidiary Penske Automotive, in an open market transactions on the New York Stock Exchange: - ------------------------------------------------------------------------------ Purchase Date Number of Shares Per Share Purchase Price - ------------- ---------------- ------------------------ - ------------------------------------------------------------------------------ June 26, 2002 50,000 $20.06 - ------------------------------------------------------------------------------ Between the date of the filing of Amendment No. 14 to this Schedule 13D and August 19, 2002, James A. Hislop purchased the following shares of Voting Common Stock, all in open market transactions on the New York Stock Exchange: - ------------------------------------------------------------------------------ Purchase Date Number of Shares Per Share Purchase Price - ------------- ---------------- ------------------------ - ------------------------------------------------------------------------------ July 31, 2002 12,400 $17.40 - ------------------------------------------------------------------------------ July 31, 2002 2,300 $16.75 - ------------------------------------------------------------------------------ July 31, 2002 300 $16.65 - ------------------------------------------------------------------------------ On July 8, 2002, (i) IMCG I distributed 57,847 shares of Voting Common Stock to its managing member and (ii) IMCG II distributed 129,822 shares of Voting Common Stock to its managing member. On August 3, 2002, in accordance with the Certificate of Designation of the Series B Preferred Stock, IMCG II converted 648.588 shares of Series B Preferred Stock owned of record by it and acquired direct ownership of the 652,452 shares of Voting Common Stock (which includes 3,864 shares of Voting Common Stock received in lieu of cash dividends accrued on the outstanding shares of Series B Preferred Stock since June 30, 2002). On August 15, 2002, IMCG I distributed 1,363,562 shares of Voting Common Stock to certain of its non-managing members for such members to sell pursuant to Rule 144 and intends to distribute 110,947 shares of Voting Common Stock to its managing member. On August 15, 2002, (i) Penske Corporation through Penske Automotive, its wholly owned subsidiary, purchased from AON 100,784 shares of Voting Common Stock pursuant to the AON Stock Purchase Agreement, (ii) Mitsui purchased from AON 253,315 shares of Voting Common Stock pursuant to the Purchase Agreement dated as of August 15, 2002, by and among AON and Mitsui and (iii) the Company purchased from AON 1,009,463 shares of Voting Common Stock pursuant to the Purchase Agreement, dated as of August 15, 2002, by and among AON and the Company, all at a cash price of $15.85 per share. Except as described herein, none of the Reporting Persons have effected any transactions in the Voting Common Stock since June 26, 2002, the date of filing of the fourteenth amendment to this Schedule 13D. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. AON Stock Purchase Agreement - ---------------------------- On August 15, 2002, Penske Corporation through Penske Automotive, its wholly owned subsidiary, purchased from AON 100,784 shares of Voting Common Stock pursuant to the AON Stock Purchase Agreement at a cash price of $15.85 per share. A majority of the disinterested members of the Board of Directors of the Company authorized and approved the AON Stock Purchase Agreement. For this purpose, Roger S. Penske, James A. Hislop and Rich Peters, a principal at PCP and president of Penske Corporation, were deemed interested members of the Board of Directors because of their pecuniary interests in the foregoing transactions. This fact was fully disclosed to the Board of Directors at the time of the vote. 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. August 19, 2002 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. August 19, 2002 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. August 19, 2002 PENSKE CAPITAL PARTNERS, L.L.C. By: /s/ James A. Hislop ---------------------------------- James A. Hislop President After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. August 19, 2002 /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. August 19, 2002 /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. August 19, 2002 PENSKE CORPORATION By: /s/ Robert Kurnick ---------------------------------- Name: Robert Kurnick Title: Executive Vice President EXHIBIT INDEX Exhibit 29 -- Purchase Agreement, dated as of August 15, 2002, by and among Combined Specialty Insurance Company (formerly Virginia Surety Company, Inc.) and Penske Automotive Holdings Corp. EX-99.29 3 ex29.txt EXHIBIT 29 Execution Copy PURCHASE AGREEMENT by and among PENSKE AUTOMOTIVE HOLDINGS CORP. and COMBINED SPECIALTY INSURANCE COMPANY dated as of August 15, 2002 PURCHASE AGREEMENT PURCHASE AGREEMENT dated as of August 15, 2002, by and among COMBINED SPECIALTY INSURANCE COMPANY (FORMERLY VIRGINIA SURETY COMPANY, INC.), an Illinois insurance corporation ("Seller") and PENSKE AUTOMOTIVE HOLDINGS CORP., a Delaware corporation ("Purchasers"). RECITALS WHEREAS, Seller beneficially owns 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 from Seller and Seller desires to sell to such Purchasers 100,784 Shares of Common Stock (the "Shares") at a purchase price equal to $15.85 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 (as defined below), subject to completion of all of the Closing Actions (as defined below), Purchaser shall purchase (the "Purchase") from Seller, and Seller shall sell to Purchaser, the Shares at a purchase price of $15.85 per Share (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 the Company, 13400 Outer Drive West, Detroit, MI 48239 on August 15, 2002 or on such other date as Seller and Purchasers may mutually determine (such date, the "Closing Date"), within ten (10) days after the date thereof. 1.3 Actions at the Closing. At the Closing, the following actions shall occur (the "Closing Actions"): (a) Seller shall transfer to the Purchaser, stock certificates representing the Shares and stock powers or such other instruments reasonably requested by such Purchaser, free and clear of Encumbrances (as hereinafter defined) thereon. (b) The Purchaser shall execute a promissory note, in form and substance reasonably satisfactory to Seller, evidencing Purchaser's obligation to pay to Seller $1,597,426.40, without interest. (c) Seller, Penske Corporation, a Delaware corporation ("Penske Corporation"), and Penske Capital Partners, L.L.C., a Delaware limited liability company ("Penske Capital"), shall have executed a waiver agreement in the form of Exhibit C hereto (the "Waiver Agreement"). 1.4 Pre-Closing Covenant. Seller and Purchaser hereby covenant to, and Purchaser hereby covenants to use its best efforts to cause Penske Corporation and Penske Capital to, enter into the Waiver Agreement prior to the Closing. ARTICLE II SELLER REPRESENTATIONS & WARRANTIES Seller represents and warrants to Purchaser as follows as of the date hereof and as of the Closing Date: 2.1 Organization, Power and Authority. Seller is an insurance corporation duly organized and validly existing under the laws of the State of Illinois. Seller has all requisite corporate 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 corporate 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, (b) except as set forth on Schedule 2.3, 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, or (c) violate any provisions of the Seller's organizational documents, to the extent, with respect to any of the foregoing, that the same would adversely affect the ability of Seller to carry out its obligations under this Agreement. 2.4 Consents. Except as would not prevent Seller from consummating the transactions contemplated hereby or would not subject Seller to any material penalties for failing to take any of the following actions, 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 hereto, the consummation by Seller of the transactions contemplated hereby, or the sale or delivery of the Shares. 2.5 Ownership. As of the Closing, Seller will be the lawful owner of the Shares, and Seller will have 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 (but other than transfer restriction legend on the Share certificates, other than as set forth on Schedule 2.5) (collectively, "Encumbrances"), and upon completion of the transaction contemplated by this Agreement, Seller will transfer to Purchaser good and valid title to the Shares free and clear of any Encumbrances. 2.6 Additional Purchases. Seller is aware and acknowledges that Purchaser and 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 $15.85 per share. Seller will not solely by virtue of the completion of any such transaction or transactions by Purchaser or its affiliates be entitled to any additional consideration of any kind in exchange for the sale and delivery by Seller of the Shares to Purchaser, other than as expressly set forth in the Agreement. 2.7 Due Diligence. Seller has such knowledge and experience in financial and business matters that Seller is capable of evaluating the merits and risks of completing the transactions contemplated by this Agreement. Seller has acquired sufficient information about the Company to reach an informed and knowledgeable decision to enter into and complete the transactions contemplated by this Agreement. In evaluating the merits and risk of the transactions contemplated by this Agreement, Seller has relied on the advice of its investment advisors and/or its legal counsel. 2.8 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 Purchaser represents and warrants to Seller as of the date hereof and as of the Closing Date as to itself, as follows: 3.1 Organization. Purchaser is duly organized and validly existing under the laws of the jurisdiction of its organization and has all power and authority to enter into and perform this Agreement. This Agreement has been duly authorized by all necessary action on the part of Purchaser. This Agreement constitutes a valid and binding agreement of Purchaser enforceable against Purchaser in accordance with its terms. 3.2 No Conflict. The execution, delivery and performance by Purchaser of this Agreement and the consummation by 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 such 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 Purchaser or (c) violate its Certificate of Incorporation or the bylaws, to the extent, with respect to any of the foregoing, that the same would adversely affect the ability of Purchaser to carry out its obligations under this Agreement. 3.3 Consents. Except as would not prevent Purchaser from consummating the transaction contemplated hereby or would not subject Purchaser to any material penalties for failing to take any of the following actions, 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 Purchaser of this Agreement or any documentation relating thereto, or the consummation by Purchaser of the transactions contemplated hereby. 3.4 Brokers. No agent, broker, investment banker or other person or entity acting on behalf of Purchaser or under the authority of 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. 3.5 Status of Purchaser. Purchaser is an accredited investor within the meaning of the rules of the Securities Act of 1933, as amended (the "Act"), with full access to information respecting the business and affairs of the Company. Further, Purchaser understands and acknowledges the restrictions imposed by the Act respecting resales of the Shares and represents that it is acquiring the Shares as principal and not on behalf of or as agent for others or with a view towards redistribution thereof in violation of the Act. ARTICLE IV MISCELLANEOUS 4.1 Survival of Representations. The representations and warranties made in this Agreement shall survive for a period ending eighteen months after the Closing provided that the representation and warranty of Seller set forth in Section 2.5 shall survive without limitation. 4.2 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) 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: Combined Specialty Insurance Company c/o AON Advisors, Inc. 200 East Randolph Drive Chicago, Illinois 60606 Attn: Andrew Ward (ii) if to Purchaser: 13400 Outer Drive West Detroit, Michigan 48239 Attention: General Counsel All such notices, requests, consents and other communications shall be deemed to have been given when received. 4.3 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. 4.4 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 assigns whether so expressed or not. 4.5 Entire Agreement. This Agreement (with the Schedules and Exhibits hereto) embodies the entire agreement and understanding among the parties hereto and supersedes all prior agreements and understandings relating to the subject matter hereof. 4.6 Governing Law. This Agreement shall be construed and enforced in accordance with and governed by the laws of the State of New York 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. 4.7 Submission to Jurisdiction. Each of Seller and Purchasers hereby (i) irrevocably submits to the jurisdiction of the court of the State of New York and the Federal courts of the United States of America located in the City of New York, the State of New York solely for purpose of any suit, action or other proceeding arising out of, related to or in connection with this Agreement or the subject matter hereof brought by any party hereto and (ii) hereby waives and agrees not to assert any right to a trial by jury in connection with any such suit, action or proceeding. Any suit or action brought in connection with this Agreement may be brought only in the courts located in the Southern District of New York. 4.8 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. 4.9 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. 4.10 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. 4.11 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 in negotiating and executing this Agreement. 4.12 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. 4.13 Transfer Taxes. All stock transfer taxes, if any, required to be paid in connection with the transfer by the Seller of the Shares shall be paid by Purchaser. 4.14 Concurrent Transactions. Concurrent with the transactions contemplated by this Agreement, Mitsui & Co., Ltd. ("Mitsui Japan") and Mitsui & Co. (U.S.A.), Inc. ("Mitsui USA" and together with Mitsui Japan, "Mitsui") purchased shares from Seller pursuant to a Purchase Agreement, of even date herewith, between the Seller and Mitsui (the "Mitsui Transaction"). Neither the fact that the Mitsui Transaction and the transactions contemplated hereby occurred concurrently, nor anything in this Agreement shall be deemed an admission by the Purchasers or Penske that a "Group" exists for purposes of Rule 13d promulgated pursuant to the Securities Exchange Act of 1934, as amended, and the existence of any such Group is expressly disclaimed. The Purchasers hereby expressly disclaim any beneficial ownership in any Common Stock beneficially owned by Mitsui. IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the date first above written. SELLER: COMBINED SPECIALTY INSURANCE COMPANY By: -------------------------------------- Name: Michael A. Conway Title: Senior Vice President PURCHASER: PENSKE AUTOMOTIVE HOLDINGS CORP. By: -------------------------------------- Name: Title: SCHEDULE 2.3 ------------ Reference is hereby made to that certain Second Amended and Restated Stockholders Agreement, dated as of February 22, 2002, by and between, among others, Seller and Purchaser (the "Stockholders Agreement"). Section 4.1 of the Stockholders Agreement grants to Penske Corporation, a Delaware corporation ("Penske Corporation"), certain rights to purchase shares of Common Stock of Purchaser from Seller under certain conditions. Pursuant to Section 3.3 of the Stockholders Agreement, Seller is required to hold at least 1,377,551 shares of Common Stock of Purchaser and is subject to certain restrictions related to the transferability of such shares. SCHEDULE 2.5 ------------ Reference is hereby made to that certain Second Amended and Restated Stockholders Agreement, dated as of February 22, 2002, by and between, among others, Seller and Purchaser (the "Stockholders Agreement"). Section 4.1 of the Stockholders Agreement grants to Penske Corporation, a Delaware corporation ("Penske Corporation"), certain rights to purchase shares of Common Stock of Purchaser from Seller under certain conditions. Pursuant to Section 3.3 of the Stockholders Agreement, Seller is required to hold at least 1,377,551 shares of Common Stock of Purchaser and is subject to certain restrictions related to the transferability of such shares. -----END PRIVACY-ENHANCED MESSAGE-----