SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
SCHEDULE l3D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
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 PC
28th Floor 65 Livingston Avenue
New York, New York 10022 Roseland, New Jersey 07068
(212) 421-2600 (973) 597-2424
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(Name, Address and Telephone Number of Persons
Authorized to Receive Notices and Communications)
April 27, 1998
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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 Section 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check
the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Section 240.13d-7(b) 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).
<PAGE>
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1) Names of Reporting Persons-I.R.S. Identification Nos. of Above Persons
(entities only):
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: 288,800*
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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): 1.5%*
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14) Type of Reporting Person (See Instructions): IA, IN
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* 63,000 shares (0.3%) 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"). 132,900 shares (0.7%) of United Auto Group,
Inc. voting common stock are owned by Cerberus International, Ltd., a
corporation organized under the laws of the Bahamas ("International").
11,300 shares (0.1%) 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, 81,600 shares (0.4%) 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.
<PAGE>
Item 5. Interest in Securities of the Issuer.
Based upon information set forth in the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1997, as of March 24, 1998 there
were issued and outstanding 19,178,180 shares of voting common stock of the
Company. As of April 27, 1998, Cerberus owned 63,000 of such shares, or 0.3% of
those outstanding; International owned 132,900 of such shares, or 0.7% of those
outstanding; Ultra owned 11,300 of such shares, or 0.1% of those outstanding,
and the Funds in the aggregate owned 81,600 of such shares, or 0.4% of those
outstanding. Stephen Feinberg possesses sole (i) 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)
NONE
(Sales)
February 27, 1998 9,800 $16.40
April 27, 1998 110,000 16.81
Cerberus International, Ltd.
Date Quantity Price
(Purchases)
NONE
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(Sales)
February 27, 1998 21,000 $16.40
April 27, 1998 230,000 16.81
Ultra Cerberus Fund, Ltd.
Date Quantity Price
(Purchases)
NONE
(Sales)
February 27, 1998 1,800 $16.40
April 27, 1998 20,000 16.81
The Funds
Date Quantity Price
(Purchases)
NONE
(Sales)
February 27, 1998 12,800 $16.40
April 27, 1998 140,000 16.81
Stephen Feinberg ceased to be the beneficial owner of more than five
percent of the voting common stock of the Company on April 27, 1998.
<PAGE>
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.
May 15, 1998
/s/ Stephen Feinberg
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).
