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