UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934 (Amendment No. 6)*
United Auto Group, Inc.
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(Name of Issuer)
Common Stock (Par Value $ 0.0001 Per Share)
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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
(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
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New York, NY 10004
212-859-8000
(Name, Address and Telephone Number of Persons Authorized
to Receive Notices and Communications)
December 15, 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
18,732,884
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.9%
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 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
18,732,884
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.9%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
SCHEDULE 13D
CUSIP No. 909440 109
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
18,732,884
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.9%
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 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
18,732,884
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.9%
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
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES 418,333
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 18,314,551
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 418,333
10 SHARED DISPOSITIVE POWER
18,314,551
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,732,884
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.9%
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
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
DELAWARE
NUMBER OF 7 SOLE VOTING POWER
SHARES 4,452,660
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 4,452,660
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
18,732,884
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
54.9%
14 TYPE OF REPORTING PERSON
CO
<PAGE>
This Amendment No. 6 ("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 and
Amendment No. 5 filed on October 26, 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 $41,927,655 cash purchase price for the 3,993,110 shares of
Voting Common Stock of the Company purchased by Penske Corporation through
Penske Automotive, its wholly owned subsidiary, pursuant to the BNS Stock
Purchase Agreement (as defined in Item 5(c) below) was funded out of
working capital of Penske Corporation, and was contributed by Penske
Corporation to Penske Automotive.
ITEM 4. PURPOSE OF TRANSACTION.
The shares purchased by Penske Corporation through Penske
Automotive, its wholly owned subsidiary, pursuant to the BNS Stock Purchase
Agreement were purchased for investment purposes.
Pursuant to an order of the U.S. Bankruptcy Court for the
Southern District of New York entered on October 18, 2000, the Bank of Nova
Scotia ("BNS") acquired beneficial ownership of the 3,993,110 shares of
Voting Common Stock that are the subject of the BNS Stock Purchase
Agreement. This resulted in the termination of Trace's rights under the
Stockholders Agreement, including those with respect to designating a
representative to serve on the Company's Board of Directors. The Board of
Directors to date has not taken action to remove or replace Trace's
representative, Marshall Cogan.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
As of December 18, 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 December 18, 2000, as a result of the transactions
previously reported on this Schedule 13D and (x) the purchase by Penske
Corporation indirectly through Penske Automotive, its wholly owned
subsidiary, of 3,993,110 shares of Voting Common Stock pursuant to the BNS
Stock Purchase Agreement and (y) the vesting, to occur on January 14, 2001,
of a portion of an option (such portion covering 8,333 shares of Voting
Common Stock) previously granted to Roger S. Penske, the Reporting Persons
may be deemed to be the beneficial owners of an aggregate of 18,732,884
shares of Voting Common Stock, which constitutes approximately 54.9% of the
34,120,555 shares of Voting Common Stock deemed to be outstanding for this
purpose. The 34,120,555 shares deemed to be outstanding was determined by
adding the 19,850,331 shares of Voting Common Stock currently outstanding
to the 14,270,555 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 Second Closing Options (as defined in Item 5(b) below), the
portion of the option referred to above and the Warrants are exercisable.
As of December 18, 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 45.8% 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 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. Penske Corporation has the sole
power to direct the vote and disposition of 4,452,660 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 the 400,000 shares of Voting Common Stock granted
to Roger S. Penske at the Second Closing (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 15, 2000, in a privately negotiated transaction,
Penske Corporation, through its wholly owned subsidiary, Penske Automotive,
purchased 3,993,110 shares of Voting Common Stock from BNS, at a price of
$10.50 per share, pursuant to the Purchase Agreement, dated as of December
15, 2000, by and between Penske Automotive and BNS (the "BNS Stock Purchase
Agreement"). The BNS Common Stock Purchase Agreement is attached as Exhibit
16 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 October 26,
2000, the date of the fifth amendment to this Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
On December 15, 2000, Penske Automotive and BNS entered into the
BNS Stock Purchase Agreement.
On December 14, 2000, in connection with the execution and
delivery of the BNS Stock Purchase Agreement, AIF, Aeneas, IMCG I, IMCG II,
and the Company entered into Amendment No. 1 to the Stockholders Agreement
(the "Stockholders Agreement Amendment"). The Stockholder's Agreement was
amended (1) to extend the termination date of the standstill provisions
contained in Section 3.1 thereof from May 3, 2002 to December 14, 2003, (2)
to increase from 49% to 60% the percentage of beneficial ownership of
securities of the Company that the Purchasers may acquire without consent
under the Stockholders Agreement, and (3) to delete the exceptions to the
above referenced standstill provisions which had provided that with respect
to the Purchasers, a tender offer for all, but not less than all, of the
outstanding shares of Common Stock or a merger with or into the Company did
not require any consent under the Stockholder's 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 Stockholders Agreement Amendment. The Stockholders
Agreement Amendment is attached as Exhibit 17 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 18, 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 18, 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 18, 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 18, 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 18, 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 18, 2000
PENSKE CORPORATION
By:/s/ Robert Kurnick
--------------------------------
Name: Robert Kurnick
Title: Executive Vice President
<PAGE>
EXHIBIT INDEX
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Exhibit 16 -- Stock Purchase Agreement, dated as of December 15, 2000,
by and between Penske Automotive Holdings Corp. and the
Bank of Nova Scotia.
Exhibit 17 -- Amendment to the Stockholders Agreement, dated as of
December 14, 2000, by and among AIF II, L.P., Aeneas
Venture Corporation, International Motor Cars Group
I, L.L.C., International Motor Cars Group II, L.L.C.,
and United Auto Group, Inc.
