UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 5)*
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
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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)
October 24, 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 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
NUMBER OF 7 SOLE VOTING POWER
SHARES 10,808,574
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 10,808,574
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,731,441
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.2%
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 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
NUMBER OF 7 SOLE VOTING POWER
SHARES 3,053,317
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 3,053,317
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,731,441
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.2%
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 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
NUMBER OF 7 SOLE VOTING POWER
SHARES 13,861,891
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 13,861,891
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,731,441
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.2%
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 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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 13,861,891
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
13,861,891
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,731,441
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.2%
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 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
PF
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 410,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 14,321,441
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 410,000
10 SHARED DISPOSITIVE POWER
14,321,441
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,731,441
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.2%
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 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
MICHIGAN
NUMBER OF 7 SOLE VOTING POWER
SHARES 459,550
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 459,550
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,731,441
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.2%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
This Amendment No. 5 ("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, 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
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 8, 2000 and Amendment No. 4 filed
on September 12, 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"). Penske
Corporation, together with IMCG I, IMCG II, PCP, Roger S. Penske and James
A Hislop are collectively referred to in this Amendment as the "Reporting
Persons". The Reporting Persons have entered into a Joint Filing Agreement,
dated as of September 12, 2000, a copy of which is attached hereto as
Exhibit 15. 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.
The name, business address, citizenship and present principal
occupation of each executive officer and director of Penske Corporation are
set forth in Annex I to this Schedule 13D, which is incorporated herein by
reference.
During the past five years, neither Penske Corporation nor, to the
best knowledge of Penske Corporation, any executive officer or director of
Penske Corporation, has been (i) convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) or (ii) a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding has been 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.
Penske Corporation has the sole power to direct the vote and
disposition of all of the shares of Voting Common Stock of the Company
owned by Penske Corporation through its wholly owned subsidiary, Penske
Automotive. In addition, by reason of Roger S. Penske's position as
Chairman of Penske Corporation and Roger S. Penske's beneficial ownership
of a majority of the stock of Penske Corporation, Penske Corporation and
the other 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. Penske
Corporation hereby expressly disclaims any beneficial ownership in any
Series A Preferred Stock, Series B Preferred Stock, Warrants exercisable
for Voting Common Stock, Warrants exercisable for Non-Voting Common Stock,
the shares of Voting Common Stock owned by, or the options to purchase
shares of Voting Common Stock granted to, Roger S. Penske, and Voting Common
Stock beneficially owned by any of the other Reporting Persons. Each of
IMCG I, IMCG II, PCP and James A. Hislop hereby expressly disclaims any
beneficial ownership in any Voting Common Stock beneficially owned by
Penske Corporation or directly owned by Roger S. Penske.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The total amount of funds used to purchase the 107,000 shares of
Voting Common Stock of the Company purchased by Penske Corporation through
Penske Automotive, its wholly owned subsidiary, between September 12, 2000
and October 23, 2000 was $954,444.50. Such funds were obtained from the
working capital of Penske Corporation, and were contributed to Penske
Automotive by Penske Corporation.
ITEM 4. PURPOSE OF TRANSACTION.
The shares of Voting Common Stock purchased by Penske Corporation
on the open market through Penske Automotive, its wholly owned subsidiary,
were purchased for investment purposes.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
As of October 25, 2000, the Reporting Persons were advised by the
Company that there were 19,850,331 shares of Voting Common Stock
outstanding (not including any securities convertible into Voting Common
Stock).
(a) As of October 25, 2000, as a result of transactions reported
in this Schedule 13D, including the June 2000 Dividend Payment (as defined
in Item 5(c) below) and the purchases described in Item 3 above, the
Reporting Persons may be deemed to be the beneficial owners of an aggregate
of 14,731,441 shares of Voting Common Stock, which constitutes
approximately 43.2% of the 34,112,222 shares of Voting Common Stock deemed
to be outstanding for this purpose. The 34,112,222 shares deemed to be
outstanding was determined by adding the 19,850,331 shares of Voting Common
Stock currently outstanding to the 14,261,891 shares of Voting Common Stock
into which the shares of Series A Preferred Stock and Series B Preferred
Stock are convertible and for which the Warrants and options are
exercisable.
On May 19, 2000, Roger S. Penske purchased 10,000 shares of
Voting Common Stock at $9.4375 per share in an open market transaction on
the New York Stock Exchange. The funds used to purchase such shares were
obtained from the personal funds of Roger S. Penske. Roger S. Penske may
hold his shares of Voting Common Stock, sell shares of Voting Common Stock,
or purchase additional shares of Voting Common Stock depending on market
and general economic conditions, the business affairs and financial
condition of the Company, the market price of Voting Common Stock and other
factors deemed relevant by Roger S. Penske.
(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 10,808,574 shares of Voting Common Stock, and
IMCG II has the sole power to direct the vote and disposition of 3,053,317
shares of Voting Common Stock, in each case subject to certain restrictions
contained in the Stockholders Agreement and described in Item 4 of this
Schedule 13D. Penske Corporation has the sole power to direct the vote and
disposition of 459,550 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 option to purchase 400,000
shares of Voting Common Stock granted to Roger S. Penske at the Second
Closing, Roger S. Penske will have the sole power to direct the vote and
disposition of an aggregate of 410,000 shares of Voting Common Stock.
(c) Since the last filing date, Penske Corporation, through
Penske Automotive, its wholly owned subsidiary, and with the consent of the
Company and in compliance with Rule 10b-18 under the Securities Exchange
Act of 1934, as amended, 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
------------- ---------------- ------------------------
9/12/00 5,000 $8.6850
9/13/00 15,000 $8.8933
9/15/00 52,000 $9.0600
9/18/00 25,000 $9.0600
10/23/00 10,000 $8.0000
On October 24, 2000, in accordance with the Certificate of
Designation for each of the Series A Preferred Stock and the Series B
Preferred Stock, the Board of Directors declared and paid to IMCG I and
IMCG II a pay-in-kind dividend consisting of an aggregate of 217.503 shares
of Series A Preferred Stock and 61.442 shares of Series B Preferred Stock
representing accrued and unpaid dividends through June 30, 2000 in respect
of the outstanding shares of Series A Preferred Stock and Series B
Preferred Stock (the "June 2000 Dividend Payment"). Pursuant to the
Certificates of Designation, such shares are convertible into 217,503
shares of Voting Common Stock and 61,442 shares of Non-Voting Common Stock,
respectively.
Except as described herein, none of the Reporting Persons have
effected any transactions in the Voting Common Stock since the last filing
date.
<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.
October 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.
October 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.
October 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.
October 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.
October 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.
October 26, 2000
PENSKE CORPORATION
By:/s/ Robert Kurnick
----------------------------------
Name: Robert Kurnick
Title: Executive Vice President
<PAGE>
Annex I
Executive Officers and Directors of Penske Corporation
The name, present principal occupation or employment, and the name,
principal business and address of any corporation or other organization in
which such employment is conducted, of each of the directors and executive
officers of Penske Corporation is set forth below. Each executive officer
and each director of Penske Corporation is a citizen of the United States.
<TABLE>
<CAPTION>
Name Business Address Principal Occupation
EXECUTIVE OFFICERS
<S> <C> <C>
Roger S. Penske Penske Corporation Chairman of the Board and
13400 Outer Drive Chief Executive Officer,
Detroit, Michigan 48239 Penske Corporation
Richard J. Peters Penske Corporation President,
13400 Outer Drive, Suite B48 Penske Corporation
Detroit, Michigan 48239
Walter P. Czarnecki, Sr. Penske Corporation Executive Vice President,
13400 Outer Drive, Suite B14A Penske Corporation
Detroit, Michigan 48239
Robert H. Kurnick, Jr. Penske Corporation Executive Vice President,
13400 Outer Drive, Suite B36 Penske Corporation
Detroit, Michigan 48239
Lawrence N. Bluth Penske Corporation Executive Vice President,
13400 Outer Drive, Suite B18 Secretary and General Counsel,
Detroit, Michigan 48239 Penske Corporation
Paul F. Walters Penske Corporation Executive Vice President -
13400 Outer Drive, Suite B46 Administration,
Detroit, Michigan 48239 Penske Corporation
J. Patrick Conroy Penske Corporation Senior Vice President -
13400 Outer Drive, Suite B47 Corporate Finance,
Detroit, Michigan 48239 Penske Corporation
<CAPTION>
DIRECTORS
<S> <C> <C>
Roger S. Penske Penske Corporation Chairman of the Board and
13400 Outer Drive Chief Executive Officer,
Detroit, Michigan 48239 Penske Corporation
James A. Hislop Penske Capital Partners President and Chief
399 Park Avenue, 36th Floor Executive Officer,
New York, New York 10022 Penske Capital Partners
Roger Birk Merrill Lynch Retired
11988 S.E. Intracoastal Terrace
Tequesta, Florida 33469
Walter P. Czarnecki, Sr. Penske Corporation Executive Vice President,
13400 Outer Drive, Suite B14A Penske Corporation
Detroit, Michigan 48239
Gregory W. Penske Penske Automotive Group President,
3534 N. Peck Road Penske Automotive Group
El Monte, California 91731
Roger S. Penske, Jr. Penske Toyota President,
9136 E. Firestone Boulevard Penske Toyota
Downey, California 90241
Richard J. Peters Penske Corporation President,
13400 Outer Drive, Suite B48 Penske Corporation
Detroit, Michigan 48239
Patrick G. Ryan, Jr. Ryan Enterprises Corporation President, Ryan
123 N. Wacker Drive, Suite 900 Enterprises Corporation
Chicago, Illinois 60606
Timothy D. Leuliette Heartland Industrial Partners Senior Managing Director
39400 N. Woodward Avenue, and Chief Executive Officer,
Suite 130 Heartland Industrial Partners
Bloomfield Hills, Michigan 48304
Donald J. Hofmann, Jr. Chase Capital Partners General Partner,
1221 Avenue of the Americas, Chase Capital Partners
39th Floor
New York, New York 10020
</TABLE>
<PAGE>
EXHIBIT INDEX
Exhibit 15 -- Joint Filing Agreement, dated as of September 12, 2000.
