UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 7)*
United Auto Group, Inc.
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(Name of Issuer)
Common Stock (Par Value $ 0.0001 Per Share)
Common Stock (Par Value $ 0.0001 Per Share)
Issuable Upon Conversion of Series A
Convertible Preferred Stock, Series B Preferred Stock
or Exercise of Warrants or Options
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(Title of Class of Securities)
909440 10 9
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(CUSIP Number)
Valerie Ford Jacob, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, NY 10004
212-859-8000
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(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
December 22, 2000
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(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).
<PAGE>
SCHEDULE 13D
CUSIP No. 909440 10 9
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 11,021,917
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 11,021,917
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,146,029
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.9%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 909440 10 9
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,113,584
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 3,113,584
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,146,029
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.9%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 909440 10 9
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 14,135,501
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 14,135,501
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,146,029
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.9%
14 TYPE OF REPORTING PERSON*
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 909440 10 9
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 14,135,501
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
14,135,501
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,146,029
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.9%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 909440 10 9
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 418,333
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 20,727,696
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 418,333
10 SHARED DISPOSITIVE POWER
20,727,696
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,146,029
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.9%
14 TYPE OF REPORTING PERSON*
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 909440 10 9
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Penske Corporation
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK 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
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,592,195
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 6,592,195
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
21,146,029
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.9%
14 TYPE OF REPORTING PERSON*
CO
<PAGE>
This Amendment No. 7 ("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 and Amendment No. 6 filed on
December 18, 2000 (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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The $23,000,001.25 cash purchase price for the 2,139,535 shares
of Voting Common Stock of the Company purchased by Penske Corporation from
the Company pursuant to the December 22, 2000 Stock Purchase Agreement (as
defined in Item 5(c) below) was funded out of the working capital of Penske
Corporation.
ITEM 4. PURPOSE OF TRANSACTION.
The shares purchased by Penske Corporation pursuant to the
December 22, 2000 Stock Purchase Agreement were purchased for investment
purposes.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
As of December 22, 2000, the Reporting Persons were advised by
the Company that, after giving effect to the issuance of shares of Voting
Common Stock pursuant to the December 22, 2000 Stock Purchase Agreement,
there were 21,989,866 shares of Voting Common Stock outstanding (not
including any securities convertible into Voting Common Stock).
(a) As of December 22, 2000, as a result of the transactions
previously reported on this Schedule 13D, the accrual of 213.610 shares of
Series A Preferred Stock and 60.267 shares of Series B Preferred Stock in
the form of payment in kind dividends on the outstanding shares of
Preferred Stock, and the purchase by Penske Corporation of 2,139,535 shares
of Voting Common Stock pursuant to the December 22, 2000 Stock Purchase
Agreement, the Reporting Persons may be deemed to be the beneficial owners
of an aggregate of 21,146,029 shares of Voting Common Stock, which
constitutes approximately 57.9% of the 36,533,720 shares of Voting Common
Stock deemed to be outstanding for this purpose. The 36,260,090 shares
deemed to be outstanding was determined by adding the 21,989,866 shares of
Voting Common Stock currently outstanding to the 14,544,165 shares of
Voting Common Stock into which the securities reported as beneficially
owned by the Reporting Persons are convertible or exercisable.
As of December 22, 2000, taking into account only those
securities held by the Reporting Persons that are currently outstanding and
have voting rights, the Reporting Persons held approximately 49.6% of the
voting power with respect to matters coming before the holders of the
Voting Common Stock and the Series A Preferred Stock.
(b) Assuming the conversion into Voting Common Stock of the
Series A Preferred Stock and Series B Preferred Stock and the exercise of
the Warrants into Voting Common Stock, IMCG I has the sole power to direct
the vote and disposition of 11,021,917 shares of Voting Common Stock, and
IMCG II has the sole power to direct the vote and disposition of 3,113,584
shares of Voting Common Stock, in each case subject to certain restrictions
contained in the Stockholders Agreement. Penske Corporation has the sole
power to direct the vote and disposition of 6,592,195 shares of Voting
Common Stock. Roger S. Penske has the sole power to direct the vote and
disposition of 10,000 shares of Voting Common Stock, and, upon the exercise
of the Second Closing Options and the exercise of a portion of an option
(such portion covering 8,333 shares of Voting Common Stock) previously
granted to Roger S. Penske, which portion will vest on January 14, 2001,
Roger S. Penske will have the sole power to direct the vote and disposition
of an aggregate of 418,333 shares of Voting Common Stock.
(c) On December 22, 2000, Penske Corporation purchased from the
Company 2,139,535 shares of Voting Common Stock at a price of $10.75 per
share pursuant to the Purchase Agreement, dated as of December 22, 2000, by
and between Penske Corporation and the Company (the "December 22, 2000
Stock Purchase Agreement"). In accordance with Section 144 of the Delaware
General Corporation Law, a majority of the disinterested members of the
Board of Directors of the Company authorized and approved the December 22,
2000 Stock Purchase Agreement. The December 22, 2000 Stock Purchase
Agreement is attached as Exhibit 18 hereto and is incorporated in and made
a part of this Schedule 13D in its entirety by this reference.
Except as described herein, none of the Reporting Persons have
effected any transactions in the Voting Common Stock since December 18,
2000, the date of the sixth amendment to this Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
On December 22, 2000, Penske Corporation purchased 2,139,535
shares of Voting Common Stock pursuant to the December 22, 2000 Stock
Purchase Agreement.
On December 22, 2000, in connection with the execution and
delivery of the December 22, 2000 Stock Purchase Agreement, the Company and
Penske Corporation entered into a Registration Rights Agreement (the
"December 22, 2000 Registration Rights Agreement"). Pursuant to the
December 22, 2000 Registration Rights Agreement, Penske Corporation has the
right, subject to certain limitations and restrictions, (i) to require the
Company at the request of Penske Corporation on three separate occasions to
effect a registration of shares of Voting Common Stock held by Penske
Corporation or its direct or indirect subsidiaries, and (ii) to require the
Company to include shares of Voting Common Stock then held by Penske
Corporation or its direct or indirect subsidiaries (on a pro rata basis
with other participating selling stockholders) in any other registration by
the Company of shares of its Voting Common Stock under the Securities Act
of 1933, as amended, and the rules and regulations promulgated thereunder.
The Company will pay certain expenses of Penske Corporation in connection
with such registrations as provided in the December 22, 2000 Registration
Rights Agreement. The December 22, 2000 Registration Rights Agreement is
attached as Exhibit 19 hereto and is incorporated in and made a part of
this Schedule 13D in its entirety by this reference.
<PAGE>
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.
December 26, 2000
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
<PAGE>
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.
December 26, 2000
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
<PAGE>
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.
December 26, 2000
PENSKE CAPITAL PARTNERS, L.L.C.
By: /s/ James A. Hislop
--------------------------------------
James A. Hislop
President
<PAGE>
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.
December 26, 2000
/s/ James A. Hislop
-----------------------------------
James A. Hislop
<PAGE>
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.
December 26, 2000
/s/ Roger S. Penske
-----------------------------------
Roger S. Penske
<PAGE>
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.
December 26, 2000
PENSKE CORPORATION
By:/s/ Robert Kurnick
----------------------------------
Name: Robert Kurnick
Title: Executive Vice President
<PAGE>
EXHIBIT INDEX
Exhibit 18 -- Purchase Agreement, dated as of December 22, 2000,
by and between Penske Corporation and United Auto Group, Inc.
Exhibit 19 -- Registration Rights Agreement, dated as of December 22, 2000,
by and between United Auto Group, Inc. and Penske Corporation.
