UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 4)*
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) 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)
Lawrence N. Barshay, 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)
September 7, 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 10,591,071
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 10,591,071
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,335,496
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.5%
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 2,991,875
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 2,991,875
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,335,496
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.5%
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 13,582,946
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 13,582,946
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,335,496
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.5%
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 13,582,946
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 0
10 SHARED DISPOSITIVE POWER
13,582,946
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,335,496
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.5%
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
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 400,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 13,935,496
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 400,000
10 SHARED DISPOSITIVE POWER
13,935,496
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,335,496
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.5%
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) [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
MICHIGAN
NUMBER OF 7 SOLE VOTING POWER
SHARES 352,550
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 352,550
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,335,496
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [X]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
43.5%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 4 ("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"), 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 and Amendment No. 3 filed on February 8, 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"). This Amendment is filed in connection with the acquisition
by a wholly-owned subsidiary of Penske Corporation, a Delaware corporation
("Penske Corporation", and together with IMCG I, IMCG II, PCP, Roger S.
Penske and James A Hislop, the "Reporting Persons"), of shares of Voting
Common Stock of 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 2. IDENTITY AND BACKGROUND.
Penske Automotive Holdings Corp., a Delaware corporation ("Penske
Automotive") is a wholly-owned subsidiary of Penske Corporation, a Delaware
corporation. Roger S. Penske is the Chairman of both Penske Corporation and
Penske Automotive and is the beneficial owner of a majority of the voting
capital stock of Penske Corporation. James A. Hislop is a member of the
board of directors of Penske Corporation. The principal executive office of
Penske Corporation is located at 13400 West Outer Drive, Detroit, Michigan
48239. Penske Corporation and Penske Automotive are holding companies that
own, operate and invest in companies in the transportation and related
industries.
During the past five years, to the best knowledge of the persons
named above, none of the persons named above has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
or has been a party to a civil proceeding or a judicial or administrative
body of competent jurisdiction as a result of which such person 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. All of
the persons named in this Item 2 are citizens of the United States.
With respect to 352,550 shares of Voting Common Stock of the
Company, Penske Corporation has the sole power to direct the vote and
disposition of such shares. 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 option 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The total amount of funds used to purchase the 352,550 shares of
Voting Common Stock of the Company was $2,140,941.45. Such funds were
obtained such funds from the working capital of Penske Automotive.
ITEM 4. PURPOSE OF TRANSACTION.
The purchases of the 352,550 shares of Voting Common Stock were
for investment purposes. Penske Corporation may hold its shares of Voting
Common Stock, sell shares of Voting Common Stock, or purchase additional
shares of Voting Common Stock depending on market and several economic
conditions, the business affairs and financial condition of the Company,
the market price of the Voting Common Stock and other factors deemed
relevant by Penske Corporation.
Except as otherwise described in this Schedule 13D, the Reporting
Persons currently have no plans or proposals which relate to or would
result in any transaction, event or action enumerated in paragraphs (a)
through (j) of Item 4 of the Form of Schedule 13D promulgated under the
Exchange Act.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
On December 22, 1999, the Board of Directors of the Company
authorized the repurchase of up to 3,000,000 shares of the outstanding
stock of the Company. As of September 11, 2000, the Reporting Persons were
advised that the Company had previously repurchased 2,990,856 shares of
Voting Common Stock pursuant to such authorization, and that the Company's
stock repurchase program has been completed. In addition, the Reporting
Persons were advised that as of such date there were 19,008,855 shares of
Voting Common Stock outstanding (exclusive of any securities convertible
into Voting Common Stock).
(a) As of September 11, 2000, as a result of (i) the acquisition
of the shares of Series A Preferred Stock, the Series B Preferred Stock,
the Warrants exercisable for Voting Common Stock and the Warrants
exercisable for Non-Voting Common Stock at the Initial Closing and the
Second Closing, (ii) the option to purchase shares of Voting Common Stock
granted to Roger S. Penske at the Second Closing, (iii) the December 1999
Dividend Payment and (iv) the purchase by Penske Corporation of shares of
Voting Common Stock, the Reporting Persons may be deemed to be the
beneficial owner of an aggregate of 14,335,496 shares of Voting Common
Stock, which constitutes approximately 43.5% of the 32,991,801 shares of
Voting Common Stock deemed to be outstanding for this purpose.
(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 10,591,071 shares of Voting Common Stock, and
IMCG II has the sole power to direct the vote and disposition of 2,991,875
shares of Voting Common Stock, in each case subject to certain restrictions
contained in the Stockholders Agreement and described in Items 4 and 6 of
the Schedule 13D. 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 such shares. As a result of the purchase of 352,550 shares
of Voting Common Stock, Penske Corporation has the sole power to direct the
vote and disposition of such shares.
(c) Between July 24, 2000 and September 7, 2000, Penske
Automotive 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
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7/24/00 111,050 $8.9350
8/1/00 40,000 $7.8859
8/2/00 35,000 $7.8725
8/11/00 5,000 $7.9350
8/15/00 9,000 $8.0600
8/17/00 2,000 $8.3881
8/18/00 5,000 $8.3100
8/22/00 42,000 $8.1850
8/23/00 10,000 $8.2475
8/31/00 19,000 $8.4416
9/5/00 24,500 $8.4975
9/7/00 45,000 $8.6156
9/8/00 5,000 $8.6850
Except as described in this Schedule 13D, none of the Reporting Persons
have effected any transactions in the Voting Common Stock during the sixty
days preceding the date of this Schedule 13D.
<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.
September 11, 2000
INTERNATIONAL MOTOR CARS GROUP I, L.L.C.
By: PENSKE CAPITAL PARTNERS, L.L.C.
Its Managing Member
By: /s/ James A. Hislop
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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.
September 11, 2000
INTERNATIONAL MOTOR CARS GROUP II, L.L.C.
By: PENSKE CAPITAL PARTNERS, L.L.C.
Its Managing Member
By: /s/ James A. Hislop
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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.
September 11, 2000
PENSKE CAPITAL PARTNERS, L.L.C.
By: /s/ James A. Hislop
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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.
September 11, 2000
/s/ James A. Hislop
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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.
September 11, 2000
/s/ Roger S. Penske
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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.
September 11, 2000
PENSKE CORPORATION
By: /s/ Robert Kurnick
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Name: Robert Kurnick
Title: Executive Vice President
