UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 3)*
United Auto Group, Inc.
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(Name of Issuer)
Common Stock (Par Value $ 0.0001 Per Share)
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(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)
Robert C. Schwenkel, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
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New York, NY 10004
212-859-8000
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(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications)
February 8, 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
13,982,946
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [x]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.9%
14 TYPE OF REPORTING PERSON
00
<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
13,982,946
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [x]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.9%
14 TYPE OF REPORTING PERSON
00
<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
13,982,946
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [x]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.9%
14 TYPE OF REPORTING PERSON
00
<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
NEW JERSEY
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
13,982,946
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [x]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.9%
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 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
MICHIGAN
NUMBER OF 7 SOLE VOTING POWER
SHARES 400,000
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 13,582,946
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 400,000
10 SHARED DISPOSITIVE POWER
13,582,946
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
13,982,946
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [x]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
39.9%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
This Amendment No. 3 ("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 (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 and Amendment No. 2 filed on August 5, 1999 (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 4. PURPOSE OF TRANSACTION.
On February 8, 2000, in accordance with the Certificates of
Designation, the Board of Directors declared and paid to IMCG I and IMCG II
a pay-in-kind dividend consisting of an aggregate of 220.622 shares of
Series A Preferred Stock and 62.324 shares of Series B Preferred Stock
representing accrued and unpaid dividends through December 31, 1999 in
respect of the outstanding shares of Series A Preferred Stock and Series B
Preferred Stock (the "December 1999 Dividend Payment"). Pursuant to the
Certificates of Designation, such shares are convertible into 220,622
shares of Voting Common Stock and 62,324 shares of Non-Voting Common Stock,
respectively.
In addition, on February 8, 2000, Roger S. Penske was granted an
option to purchase 25,000 shares of Voting Common Stock in connection with
his service as Chairman of the Company. The option vests and becomes
exercisable in three equal annual installments beginning on January 14,
2001.
On December 22, 1999, the Company issued a press release
announcing that the Board of Directors had authorized the repurchase of up
to 3,000,000 shares of the outstanding stock of the Company. A copy of such
press release is attached hereto as Exhibit 1 and is incorporated in and
made a part of this Schedule 13D in its entirety by this reference. As of
February 8, 2000, the Reporting Persons have been advised that the Company
had repurchased 931,852 shares of Voting Common Stock.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
(a) As of February 8, 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, and (iii) the December 1999 Dividend
Payment, the Reporting Persons may be deemed to be the beneficial owner of
an aggregate of 13,982,946 shares of Voting Common Stock, which constitutes
approximately 39.9% of the 35,050,673 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.
(c) 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.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 -- Press Release, dated December 22, 1999, issued by
the Company.
<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.
February 9, 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.
February 9, 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.
February 9, 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.
February 9, 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.
February 9, 2000
/s/ Roger S. Penske
------------------------
Roger S. Penske
<PAGE>
EXHIBIT INDEX
Exhibit 1 -- Press Release, dated December 22, 1999, issued by
the Company.
EXHIBIT 1
WEDNESDAY DECEMBER 22, 9:38 AM EASTERN TIME
COMPANY PRESS RELEASE
UNITEDAUTO GROUP ANNOUNCES STOCK REPURCHASE PROGRAM
DETROIT--(BUSINESS WIRE)--December 22, 1999--UnitedAuto Group, Inc.
(NYSE:UAG) announced today that its Board of Directors has authorized the
repurchase of up to 10% of the total outstanding stock of the Company.
Shares may be acquired from time to time over a two-year period either
through open market purchases, negotiated transactions, or other means
based upon market conditions.
"We believe the repurchase of our own shares will enable us to take
advantage of an attractive investment opportunity given the current price
level of our stock," Roger S. Penske, Chairman, said. "This repurchase
program will allow our shareholders to most effectively realize the
benefits of our ongoing success."
The repurchase of shares of common stock by the Company will increase the
ownership interest of Penske Capital Partners above 40% of the total
ownership of the Company. If this occurs, the Company plans to make an
offer to purchase the outstanding Senior Subordinated Debentures due 2007
at a change of control redemption price of 101% of par. Under the terms of
the Debentures, a change of control would occur when Penske Capital's
beneficial ownership is increased above 40% of the outstanding voting stock
of the Company. As of December 21, 1999 there was $151 million principal
amount of these Debentures outstanding.
UnitedAuto, which has pursued a strategy based on internal growth from its
existing dealerships as well as from strategic acquisitions, operates 103
franchises in 16 states and Puerto Rico. UnitedAuto dealerships sell new
and used vehicles and market a complete line of aftermarket automotive
products and services.
This press release contains forward-looking information, and actual results
may materially vary from those expressed or implied herein. Factors,
including economic conditions, manufacturer approvals and acquisition risks
that could affect these results are described in reports and documents
filed by the Company with the Securities and Exchange Commission.
Contact:
UnitedAuto Group, Inc.
Sam DiFeo
President
201 324-2592
or
Jim Davidson
Executive Vice
President-Finance
201 324-2676
or
Media Contact:
Phillip M. Hartz
Senior VP, Corporate Communications
(212) 715-8629
