SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
UNITED AUTO GROUP, INC.
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(Name of Issuer)
Voting Common Stock, par value $.0001 per share
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(Title of Class of Securities)
909440109
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(CUSIP Number)
with a copy to:
Stephen Feinberg Robert G. Minion, Esq.
450 Park Avenue Lowenstein, Sandler, Kohl,
28th Floor Fisher & Boylan, P.A.
New York, New York 10022 65 Livingston Avenue
(212) 421-2600 Roseland, New Jersey 07068
(973) 992-8700
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
November 26, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule l3G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule l3d-1(a) for other parties to whom copies are to be
sent.
*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).
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1) Names of Reporting Persons (S.S. or I.R.S. Identification Nos. of Above
Persons):
Stephen Feinberg
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2) Check the Appropriate Box if a Member of a Group (See Instructions):
(a) Not
(b) Applicable
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3) SEC Use Only
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4) Source of Funds (See Instructions): WC
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5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d)
or 2(e):
Not Applicable
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6) Citizenship or Place of Organization: United States
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Number of 7) Sole Voting Power: *
Shares Beneficially 8) Shared Voting Power: *
Owned by
Each Reporting 9) Sole Dispositive Power: *
Person With: 10) Shared Dispositive Power: *
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11) Aggregate Amount Beneficially Owned by Each Reporting Person: 919,600*
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12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions):
Not Applicable
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13) Percent of Class Represented by Amount in Row (11): 5.0%*
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14) Type of Reporting Person (See Instructions): IA, IN
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* 201,700 shares (1.1%) of United Auto Group, Inc. voting common stock are
owned by Cerberus Partners, L.P., a limited partnership organized under the
laws of Delaware ("Cerberus"). 422,700 shares (2.3%) of United Auto Group,
Inc. voting common stock are owned by Cerberus International, Ltd., a
corporation organized under the laws of the Bahamas ("International").
36,600 shares (0.2%) of United Auto Group, Inc. voting common stock are
owned by Ultra Cerberus Fund, Ltd., a corporation organized under the laws
of the Bahamas ("Ultra"). Stephen Feinberg possesses sole voting and
investment control over all securities of United Auto Group, Inc. owned by
Cerberus, International and Ultra. In addition, 258,600 shares (1.4%) of
United Auto Group, Inc. voting common stock are owned by various other
persons and entities for which Stephen Feinberg possess certain investment
authority. See Item 5 for further information.
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Item 1. Security and Issuer.
This statement relates to the common stock, par value $.0001 per share, of
United Auto Group, Inc. (the "Company"), whose principal executive offices are
located at 375 Park Avenue, New York, New York 10152.
Item 2. Identity and Background.
The person filing this statement is Stephen Feinberg, whose business
address is 450 Park Avenue, 28th Floor, New York, New York 10022. Mr. Feinberg
serves as (i) the managing member of Cerberus Associates, L.L.C., the general
partner of Cerberus Partners, L.P. ("Cerberus"), and (ii) the investment manager
for each of Cerberus International, Ltd. ("International"), Ultra Cerberus Fund,
Ltd. ("Ultra") and certain other private investment funds (the "Funds").
Cerberus, International, Ultra and the Funds are engaged in the investment in
personal property of all kinds, including but not limited to capital stock,
depository receipts, investment companies, mutual funds, subscriptions,
warrants, bonds, notes, debentures, options and other securities of whatever
kind and nature.
Mr. Feinberg has never been convicted in any criminal proceeding, nor has
he been a party to any civil proceeding commenced before a judicial or
administrative body of competent jurisdiction as a result of which he was or is
now 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. Mr. Feinberg is a
citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
All funds used to purchase shares of voting common stock of the Company on
behalf of Cerberus, International, Ultra and the Funds come directly from the
assets of Cerberus, International, Ultra and the Funds, respectively.
Item 4. Purpose of Transaction.
The acquisition of the shares of voting common stock referred to in Item 5
is for investment purposes on behalf of Cerberus, International, Ultra and the
Funds, respectively, and Stephen Feinberg has no present plans or intentions
which relate to or would result in any of the transactions required to be
described in Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
Based upon information set forth in the Company's Quarterly Report on Form
10-Q for the quarterly period ended September 30, 1997, as of November 11, 1997
there were issued and outstanding 18,289,724 shares of voting common stock of
the Company. As of November 26, 1997, Cerberus owned 201,700 of such shares, or
1.1% of those outstanding; International owned 422,700 of such shares, or 2.3%
of those outstanding; Ultra owned 36,600 of such shares, or 0.2% of those
outstanding and the Funds in the aggregate owned 258,600 of such shares, or 1.4%
of those outstanding. Stephen Feinberg possesses (i) sole power to vote and
direct the disposition of all shares of voting common stock of the Company owned
by each of Cerberus, International and Ultra and (ii) power to direct the
disposition of the shares of voting common stock of the Company owned by the
Funds. The following table sets forth the transactions by each of Cerberus,
International, Ultra and the Funds in shares of voting common stock of the
Company during the past sixty days, each of which were effected in an ordinary
broker's transaction.
Cerberus Partners, L.P.
Date Quantity Price
(Purchases)
November 11, 1997 19,700 $17.79
November 11, 1997 93,000 16.80
November 12, 1997 18,000 15.23
November 13, 1997 7,500 15.39
November 21, 1997 22,000 14.52
November 24, 1997 19,000 14.25
November 25, 1997 18,000 13.99
November 26, 1997 6,500 13.83
(Sales)
November 25, 1997 2,000 $13.86
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Cerberus International, Ltd.
Date Quantity Price
(Purchases)
November 11, 1997 49,800 $17.79
November 11, 1997 187,400 16.80
November 12, 1997 36,200 15.23
November 13, 1997 15,300 15.39
November 14, 1997 14,500 15.81
November 21, 1997 44,000 14.52
November 24, 1997 39,000 14.25
November 25, 1997 37,000 13.99
November 26, 1997 14,000 13.83
(Sales)
November 11, 1997 10,000 $17.02
November 25, 1997 4,500 13.86
Ultra Cerberus Fund, Ltd.
Date Quantity Price
(Purchases)
November 11, 1997 3,700 $17.79
November 11, 1997 17,000 16.80
November 12, 1997 3,300 15.23
November 13, 1997 1,400 15.39
November 21, 1997 4,200 14.52
November 24, 1997 3,500 14.25
November 25, 1997 3,000 13.99
November 26, 1997 1,000 13.83
(Sales)
November 25, 1997 500 $13.86
The Funds
Date Quantity Price
(Purchases)
November 11, 1997 25,400 $17.79
November 11, 1997 120,000 16.80
November 12, 1997 23,000 15.23
November 13, 1997 9,700 15.39
November 21, 1997 28,000 14.52
November 24, 1997 24,000 14.25
November 25, 1997 23,000 13.99
November 26, 1997 8,500 13.83
(Sales)
November 25, 1997 3,000 $13.86
Item 6. Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
No contracts, arrangements, understandings or similar relationships exist
with respect to the shares of voting common stock of the Company between Stephen
Feinberg and any person or entity.
Item 7. Material to be Filed as Exhibits.
Not applicable.
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Signature
After reasonable inquiry and to the best of the undersigned's knowledge and
belief, the undersigned hereby certifies that the information set forth in this
statement is true, complete and correct.
December 5, 1997
/s/ Stephen Feinberg
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Stephen Feinberg, in his capacity as
the managing member of Cerberus
Associates, L.L.C., the general
partner of Cerberus Partners, L.P.,
and as the investment manager for
each of Cerberus International,
Ltd., Ultra Cerberus Fund, Ltd. and
the Funds
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
