SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No._____)
United Auto Group, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
909440109
--------------
(CUSIP Number)
Tami E. Nason, Esq. COPY TO: Christopher A. Klem, Esq.
Charlesbank Capital Partners, LLC Ropes & Gray
600 Atlantic Avenue One International Place
Boston, MA 02210 Boston, MA 02110
(617) 619-5400 (617) 951-7410
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 1, 1998
------------------------------------------------------
(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 [ ].
Page 1 of 7 Pages
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SCHEDULE 13D
|-----------------------| |--------------------------|
|CUSIP Nos. 909440109 | | Page 2 of 7 Pages |
|-----------------------| |--------------------------|
|----------------------------------------------------------------------------|
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | |
| | Charlesbank Capital Partners, LLC |
|---------|------------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] |
| | (b) [ ] |
|---------|------------------------------------------------------------------|
| 3 | SEC USE ONLY |
| | |
|---------|------------------------------------------------------------------|
| 4 | SOURCE OF FUNDS* |
| | |
| | OO |
|---------|------------------------------------------------------------------|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| | PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
|---------|------------------------------------------------------------------|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | |
| | Massachusetts |
|----------------|-----|-----------------------------------------------------|
| | 7 | SOLE VOTING POWER |
| | | 2,843,656 shares |
| NUMBER OF |-----|-----------------------------------------------------|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | ---- |
| OWNED BY EACH |-----|-----------------------------------------------------|
| REPORTING | 9 | SOLE DISPOSITIVE POWER |
| PERSON | | 2,843,656 shares |
| WITH |-----|-----------------------------------------------------|
| | 10 | SHARED DISPOSITIVE POWER |
| | | ---- |
|----------------------------------------------------------------------------|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 2,843,656 shares |
|---------|------------------------------------------------------------------|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |
| | EXCLUDES CERTAIN SHARES* [ ] |
| | |
|---------|------------------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 14.5% |
|---------|------------------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON * |
| | |
| | OO |
|----------------------------------------------------------------------------|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
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United Auto Group, Inc.
-----------------------
Item 1. Security and Issuer.
--------------------
This statement relates to the shares of common stock, $.01 par value
(the "Common Stock"), of United Auto Group, Inc., a Delaware corporation (the
"Issuer"), which has its principal executive offices at 375 Park Avenue, New
York, NY 10152.
Item 2. Identity and Background.
------------------------
This statement is filed by Charlesbank Capital Partners, LLC
("Charlesbank"), a Massachusetts limited liability company organized primarily
for the purpose of acting as an investment manager to President and Fellows of
Harvard College ("Harvard") and certain other entities. The principal executive
offices of Charlesbank are located at 600 Atlantic Avenue, 26th Floor, Boston,
Massachusetts 02210.
Charlesbank's activities are carried on from its offices located at 600
Atlantic Avenue, 26th Floor, Boston, Massachusetts.
Information relating to the managing members of Charlesbank is contained
in Exhibit A attached hereto and incorporated herein by reference. All of the
managing members of Charlesbank are citizens of the United States of America.
None of Charlesbank or, to the best of Charlesbank's knowledge or
belief, any of the persons listed in Exhibit A has, during the past five years,
been convicted in a criminal proceeding (excluding traffic violations and
similar misdemeanors). Neither Charlesbank nor, to the best of Charlesbank's
knowledge and belief, any of the persons listed in Exhibit A has, during the
past 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.
Item 3. Source and Amount of Funds or Other Consideration.
--------------------------------------------------
Beneficial ownership of the securities was acquired by Charlesbank
pursuant to the Existing Assets Management Agreement, dated as of July 1, 1998,
between Charlesbank, Harvard and certain individuals. Pursuant to the Existing
Assets Management Agreement, Charlesbank will act as an investment manager on
behalf of Harvard and its affiliates in connection with certain existing
investments of Harvard and its affiliates, including the investment in United
Auto Group, Inc. disclosed herein.
Item 4. Purpose of Transaction.
-----------------------
See response to Item 3 above.
Charlesbank does not have any plans or proposals which relate to or
would result in any of the actions set forth in parts (a) through (j) of Item 4.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
(a) Charlesbank is the beneficial owner of 2,843,656 shares of Common
Stock (approximately 14.5% of the shares of Common Stock based upon the most
recent filing of the Issuer with the Securities and Exchange Commission).
Page 3 of 7 Pages
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(b) Charlesbank has sole power to vote and sole power to dispose of such
shares to which this Statement relates.
(c) Not applicable.
(d) Harvard has full discretion to direct the receipt of dividends, if
any, received from the shares of Common Stock of the Issuer beneficially owned
by Charlesbank.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
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to the Securities of the Issuer.
--------------------------------
Pursuant to the Existing Assets Management Agreement, Charlesbank will
act as an investment manager on behalf of Harvard and its affiliates in
connection with certain existing investments of Harvard and its affiliates,
including the investment in United Auto Group, Inc. disclosed herein. In such
capacity, Charlesbank will furnish advice to Harvard regarding such investments;
monitor such investments; furnish nominees for the boards of directors in
connection with such investments; dispose of such investments; perform
day-to-day investment and administrative operations, including management of
such investments and distributions; and maintain the principal records with
respect to such investments. In addition, Charlesbank will secure information
regarding prospective investment opportunities for Harvard; recommend the
purchase of certain securities and real property; and structure and negotiate
investments on behalf of Harvard.
As the investment manager, Charlesbank will be entitled to an incentive
fee based on the cash receipts generated by the pool of investments of which
United Auto Group, Inc. is a part.
Harvard may terminate the Existing Assets Management Agreement at any
time and for any reason upon thirty days' prior written notice to Charlesbank.
Item 7. Material to be Filed as Exhibits.
---------------------------------
Exhibit A -- Information concerning Reporting Person's managing members.
Page 4 of 7 Pages
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Signature
---------
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: July 9, 1998
CHARLESBANK CAPITAL PARTNERS, LLC
By: /s/ Tami E. Nason
------------------------------
Name: Tami E. Nason
Title: Vice President, Legal
Page 5 of 7 Pages
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EXHIBIT INDEX
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Page Number In
Exhibit Sequentially
Number Description Numbered Copy
- ------- ----------- --------------
A Information Concerning Reporting 7
Person's Managing Members
Page 6 of 7 Pages
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EXHIBIT A
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Managing Members
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The names of the managing members and their business addresses and
present principal occupation or employment are set forth below. If no business
address is given, the managing member's business address is c/o Charlesbank
Capital Partners, LLC, 600 Atlantic Avenue, 26th Floor, Boston, Massachusetts
02210.
Managing Members of Charlesbank Capital Partners, LLC
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Present Principal
Name Occupation
- -------------- -----------------
Michael R. Eisenson President and Chief Executive Officer
Kim G. Davis Managing Director
William P. Douglas Managing Director
Tim R. Palmer Managing Director
Mark A. Rosen Managing Director
Michael Thonis Chief Financial Officer
Charles F. Wu Managing Director
Page 7 of 7 Pages
