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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
(AMENDMENT NO. 1)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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UNITED AUTO GROUP, INC.
(NAME OF ISSUER)
COMMON STOCK (PAR VALUE $0.0001 PER SHARE)
(TITLE OF CLASS OF SECURITIES)
06414910 7
(CUSIP NUMBER)
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MR. GEORGE E. WHYTE
SENIOR VICE-PRESIDENT, GENERAL COUNSEL AND SECRETARY
THE BANK OF NOVA SCOTIA
44 KING STREET WEST
SCOTIA PLAZA, 8TH FLOOR
TORONTO, ONTARIO, CANADA
M5H 1H1
(416) 866-6967
HOLDING THE SHARES THROUGH ITS NOMINEE, CALDER & CO.
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES OF COMMUNICATION)
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RICHARD G. MASON
WACHTELL, LIPTON, ROSEN & KATZ
51 W. 52ND STREET
NEW YORK, NY 10019
(212) 403-1252
DECEMBER 15, 2000
(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(b)(3) or (4), check the
following box. [ ]
(Continued on the following pages)
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CUSIP NO. 06414910 7 13D (PAGE 2 of 8)
1 NAME OF REPORTING PERSONS
The Bank of Nova Scotia
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(D) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Canada
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
BK
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CUSIP NO. 13D (PAGE 3 of 8)
1 NAME OF REPORTING PERSONS
Calder & Co.
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(D) or 2(E) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York, United States
NUMBER OF SHARES 7 SOLE VOTING POWER
0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON WITH 10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0%
14 TYPE OF REPORTING PERSON
PN
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ITEM 1. SECURITY AND ISSUER.
This Amendment to Schedule 13D relates to shares of Common Stock, par value
$0.0001 per share (the "Company Common Stock"), of United Auto Group, Inc., a
Delaware corporation (the "Company"). The principal executive offices of the
Company are located at 13400 Outer Drive West, Detroit, Michigan 48239.
ITEM 2. IDENTITY AND BACKGROUND.
This Amendment to Schedule 13D is being filed by The Bank of Nova Scotia
(the "Bank"), whose place of organization is Canada and whose business address
is 44 King Street West, Scotia Plaza, 8th floor, Toronto, Ontario, Canada, M5H
1H1, and by Calder & Co., a partnership established to hold securities in the
partnership name for the account and subject to the order of the Bank (the
"Nominee"), whose business address is One Liberty Plaza, New York, New York
10006. Set forth on Appendix A to the Bank's Initial Filing on Schedule 13D,
dated November 8, 2000 (the "Initial Filing"), and incorporated herein by
reference, are the names, business addresses, principal occupations and
citizenship of the directors and executive officers of the Bank. Set forth on
Appendix B to the Bank's Initial Filing and incorporated herein by reference are
the names, business addresses, principal occupations and citizenship of the
partners of the Nominee.
During the last five years, neither the Bank, nor to its knowledge, any of
its directors or executive officers, nor the Nominee, nor to its knowledge, any
of its partners, has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or has been party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a result of
such proceeding 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 violations with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
See the information set forth under "Item 4. Purpose of Transaction," which
is incorporated by reference in response to this Item 3.
ITEM 4. PURPOSE OF TRANSACTION.
On December 15, 2000, the Bank, through its Nominee sold its entire
interest in the Company Common Stock in a private transaction to Penske
Automotive Holdings Corp. for $10.50 per share, less a brokerage fee of 3 cents
per share. The terms of this sale are set forth in the Purchase Agreement,
attached to this Amended Schedule 13D as Exhibit 99.1 and incorporated herein by
reference. As a result of this sale, the Bank ceased to be a beneficial owner of
the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, the Bank, through its Nominee, beneficially owns
0 of the outstanding shares of Company Common Stock. Such shares represent in
the aggregate approximately 0% of the outstanding shares of Company Common
Stock.
(b) As a result of the sale described in Item 4 above, the Bank has no sole
or shared power to vote any shares of the Company.
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(c) Except as described in Item 4 above, the Bank has not effected any
transaction in Company Stock since the Initial Filing.
(d) No other person is known to the Bank to have the right to receive or
power to direct dividends from, or proceeds from the sale of, the Company Stock.
(e) December 15, 2000.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
See the information set forth under "Item 4. Purpose of Transaction," which
is incorporated by reference in response to this Item 6.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 - Stock Purchase Agreement, dated as of December 15, 2000, between
The Bank of Nova Scotia and Penske Automotive Holdings Corp.
Exhibit 99.2 - Joint Filing Agreement, dated as of December 18, 2000, between
The Bank of Nova Scotia and Calder & Co.
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SIGNATURE
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.
Dated:
THE BANK OF NOVA SCOTIA
By: /s/ D.N. Gillespie
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Name: D.N. Gillespie
Title: Managing Director
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SIGNATURE
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.
Dated:
CALDER & CO.
By: /s/ W. R. Ebbels
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Name: W. R. Ebbels
Title: Partner
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APPENDIX A
Index Of Exhibits
Exhibit 99.1 Stock Purchase Agreement, dated as of December 15, 2000, between
The Bank of Nova Scotia and the Penske Automotive Holdings Corp.
Exhibit 99.2 Joint Filing Agreement, dated as of December 18, 2000, between
The Bank of Nova Scotia and Calder & Co.
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