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