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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
------------
UNITED AUTO GROUP, INC.
(NAME OF ISSUER)
COMMON STOCK (PAR VALUE $ 0.0001 PER SHARE)
(TITLE OF CLASS OF SECURITIES)
06414910 7
(CUSIP NUMBER)
---------------------
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)
-----------------------
RICHARD G. MASON
WACHTELL, LIPTON, ROSEN & KATZ
51 W. 52ND STREET
NEW YORK, NY 10019
(212) 403-1252
OCTOBER 31, 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)
(Page 1 of 14 pages)
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<PAGE>
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| CUSIP NO. 06414910 7 | 13D | (PAGE 2 OF 14) |
------------------------------ -------------------------------
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| 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 SHARES | 7 |SOLE VOTING POWER |
| | |3,993,110 |
| |---|------------------------------------------------------|
| BENEFICIALLY | 8 |SHARED VOTING POWER |
| OWNED BY | |0 |
| |---|------------------------------------------------------|
| EACH REPORTING | 9 |SOLE DISPOSITIVE POWER |
| | |3,993,110 |
| |---|------------------------------------------------------|
| PERSON WITH |10 |SHARED DISPOSITIVE POWER |
| | |0 |
|------------------------------------------------------------------------------|
|11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 3,993,110 |
|---|--------------------------------------------------------------------------|
|12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |
| | CERTAIN SHARES [ ] |
|---|--------------------------------------------------------------------------|
|13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 21.0% (calculated on the basis of 19,008,855 shares of voting common |
| | stock outstanding as of August 8, 2000 as reported on the Form 10-Q for |
| | the quarterly period ended June 30, 2000). |
|---|--------------------------------------------------------------------------|
|14 | TYPE OF REPORTING PERSON |
| | BK |
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<PAGE>
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|CUSIP NO. | 13D | (PAGE 3 OF 14) |
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| 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 |
| | | 3,993,110 |
| |---|------------------------------------------------------|
| BENEFICIALLY | 8 | SHARED VOTING POWER |
| OWNED BY | | 0 |
| |---|------------------------------------------------------|
| EACH REPORTING | 9 | SOLE DISPOSITIVE POWER |
| | | 3,993,110 |
| |----------------------------------------------------------|
| PERSON WITH |10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|------------------------------------------------------------------------------|
|11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | 3,993,110 |
|---|--------------------------------------------------------------------------|
|12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES |
| | CERTAIN SHARES [ ] |
|---|--------------------------------------------------------------------------|
|13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | 21.0% (calculated on the basis of 19,008,855 shares of voting common |
| | stock outstanding as of August 8, 2000 as reported on the Form 10-Q for |
| | the quarterly period ended June 30, 2000). |
|---|--------------------------------------------------------------------------|
|14 | TYPE OF REPORTING PERSON |
| | PN |
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<PAGE>
ITEM 1. SECURITY AND ISSUER.
This 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 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 attached hereto 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 attached hereto 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.
In the ordinary course of its business, from 1995 through 1999, the
Bank made loans and advances, and extended credit and other financial
accommodations to or for the benefit of Trace International and/or Trace Foam
Sub (collectively "Trace"), pursuant to, or in connection with, certain loan
agreements, credit agreements, pledge agreements, security agreements, demand
notes, guarantees and other agreements, instruments and documents, including
without limitation the following (collectively, the "Loan Documents"): Margin
Loan Credit Agreement, dated as of August 15, 1997, between Trace International
and the Bank, as amended, amended and restated, supplemented or otherwise
modified from time to time; Second Amended and Restated Credit Agreement, dated
as of December 24, 1997, between Trace International and the Bank, as amended,
amended and restated, supplemented or otherwise modified from time to time;
Guaranty, dated July 28, 1995, by Trace International in favor of the Bank, as
amended, amended and restated, supplemented or otherwise modified from time to
time; Demand Note, dated May 7, 1999, between Trace International and the Bank,
as amended, amended and restated, supplemented or otherwise modified from time
to time; Amended and Restated Pledge Agreement, dated as of June 30, 1998, by
Trace International in favor of the Bank, as amended, amended and restated,
supplemented or otherwise modified from time to time; Pledge Agreement, dated as
of August 15, 1997, by Trace International in favor of the Bank, as amended,
amended and restated, supplemented or otherwise modified from time to time;
Trace Foam Sub Guaranty, dated as of December 30, 1998, by Trace Foam Sub in
favor of the Bank, as amended, amended and restated, supplemented or otherwise
modified from
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time to time; Demand Note, dated December 1, 1998, between Trace Foam Sub and
the Bank, as amended, amended and restated, supplemented or otherwise modified
from time to time; Note Pledge Agreement, dated as of March 29, 1999, by Trace
Foam Sub in favor of the Bank, as amended, amended and restated, supplemented or
otherwise modified from time to time; and Borrower Pledge Agreement, dated as
of May 7, 1999, made by Trace Foam Sub in favor of the Bank, as amended.
On July 21, 1999 Trace filed voluntary petitions for relief under
Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the
Southern District of New York.
The Bank's claims of in excess of US $167,000,000 at the time it
filed its petitions were secured by liens and security interests on certain
Trace assets including, as to a portion of such claims, 3,993,110 shares of
Company Common Stock.
Pursuant to the Stipulation of Settlement (the "Settlement") between
the Bank and John S. Pereira, in his capacity as the Chapter 7 Trustee of Trace
(the "Trustee"), entered as an Order by the U.S. Bankruptcy Court for the
Southern District of New York on October 18, 2000, and which became final and
non-appealable on or about October 31, 2000, the Bank became the owner of
3,993,110 shares of Company Common Stock to be held by the Nominee.
The Bank intends to review its investment in the Company on a
continuing basis and, depending upon price and availability of Company
securities, subsequent developments affecting the Company, the business and
prospects of the Company, general stock market and economic conditions, tax
considerations and other factors deemed relevant, to consider decreasing the
size of the Bank's investment in the Company.
The foregoing descriptions of the Settlement and the Nominee do not
purport to be complete and are qualified in their entirety by reference to the
Settlement and the Calder & Co. Partnership Agreement, each of which is filed
herewith as Exhibits 99.1 and 99.2, respectively, and incorporated herein by
reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) As of the date hereof, the Bank, through its Nominee,
beneficially owns 3,993,110 of the outstanding shares of Company Common Stock.
Such shares represent in the aggregate approximately 21.0% of the outstanding
shares of Company Common Stock.
(b) The Bank, through its Nominee, holds sole power to vote and
to dispose of the 3,993,110 shares of Company Common Stock.
(c) Except as described in Item 4 above, the Bank has not
effected any transaction in Company Shares during the past 60 days.
(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 Shares.
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.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 99.1 - Stipulation of Settlement between John S. Pereira, in his
capacity as the Chapter 7 Trustee of Trace International Holdings, Inc.
and Trace Foam Sub, Inc. and The Bank of Nova Scotia, entered as an Order
by the U.S. Bankruptcy Court for the Southern District of New York on
October 18, 2000.
Exhibit 99.2 - Partnership Agreement of Calder & Co.
Exhibit 99.3 - Joint Filing Agreement, dated as of November 8, 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: November 8, 2000
THE BANK OF NOVA SCOTIA
By: /s/ D. N. Gillespie
---------------------------------
Name: D. N. Gillespie
Title: Manging 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: November 8, 2000
CALDER & CO.
By: /s/ W. R. Ebbels
---------------------------------
Name: W. R. Ebbels
Title: Partner
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APPENDIX A
INFORMATION CONCERNING EXECUTIVE OFFICERS AND DIRECTORS OF THE BANK OF
NOVA SCOTIA
NAME OF CORPORATE PRESENT POSITION WITH THE BANK CITIZENSHIP
OFFICERS
Peter Cowperthwaite Chairman of the Board and Chief Canada
Godsoe Executive Officer
Bruce Robert Birmingham President Canada
Robert William Chisholm Vice-Chairman, Domestic Banking Canada
Richard Earl Waugh Vice-Chairman, Wealth Management Canada
& International Banking
Barry Reginald Frederick Co-Chairman and Co-Chief United Kingdom
Luter Executive Officer, Scotia Capital
William David Wilson Co-Chairman and Co-Chief Canada
Executive Officer, Scotia Capital
John Francis Matthew Senior Executive Vice-President, Canada
Crean Global Risk Management
Robert Hartland Pitfield Executive Vice-President and Canada
Group Head, Wealth Management
Stanley Dennis Norman Executive Vice-President, Canada
Belcher Investment Banking Credit &
Credit Policy
Robert Leslie Brooks Executive Vice-President & Group Canada, Ireland
Treasurer
Sylvia Dolores Chrominska Executive Vice-President, Human Canada
Resources
Sarabjit S. Marwah Executive Vice-President & Chief Canada
Financial Officer
Margaret Jean Mulligan Executive Vice-President, Canada
Systems & Operations
William P. Sutton Executive Vice-President, Latin Canada
America, International Banking
Albert E. Wahbe Executive Vice-President, Canada
Electronic Banking
Warren K. Walker Executive Vice-President, Canada
Electronic Delivery
John Adam Young Executive Vice-President, Canada
Domestic Branch Banking
The business address for Executive Officers of the Bank is:
44 King St. West, Toronto, Ontario, Canada M5H 1H1
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NAME OF CORPORATE PRINCIPAL OCCUPATION & ADDRESS CITIZENSHIP
DIRECTORS
Lloyd Ingram Barber President Emeritus Canada
University of Regina
Box 510, 800 Green Avenue
Regina Beach, Saskatchewan, Canada
S0G 4C0
Malcolm Robert Baxter Chairman, President & CEO Canada
Coast Tire & Auto Service Ltd.
91 Millidge Avenue
Saint John, N.B., Canada
E2K 2M3
Ronald A. Brenneman President & CEO Canada
Petro-Canada
P.O. Box 2844
Calgary, Alberta, Canada
T2P 3E3
Choong Joong Chen Senior Partner Singapore
Rajah & Tann
Advocates & Solicitors (Attorneys)
4 Battery Road
15th Floor, Bank of China Building
Singapore 049908
Edwin Kendall Cork Managing Director Canada
Sentinel Associates Ltd.
Suite 703, 165 University Avenue
Toronto, Ontario, Canada
M5H 3B9
Sir Judson Graham Day Chairman Canada, Great Britain
Hydro One Inc.
384 Bay Street
Toronto, Ontario, Canada
Nancy Ashleigh Everett President Canada
Royal Canadian Securities Limited
800 - 240 Graham Avenue
Winnipeg, Manitoba, Canada
R3M 0J1
Maurice Keith Goodrich Corporate Director Canada, USA
11730 Shipwatch Drive, Suite 307
Largo, Florida, USA
33774
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<PAGE>
NAME OF CORPORATE PRINCIPAL OCCUPATION & ADDRESS CITIZENSHIP
DIRECTORS
The Honourable Henry Chairman & President Canada
N.R. Jackman E-L Financial Corporation
165 University Avenue
Toronto, Ontario, Canada
M5H 3B8
Pierre J. Jeanniot Director General & CEO Canada
International Air Transport
Association
Route de L'Aeroport 33
P.O. Box 416
CH 1215, Geneva 15, Airport,
Switzerland
John C. Kerr Chairman & CEO Canada
Lignum Ltd.
1200 - 1090 W. Georgia St.
Vancouver, B.C., Canada
V6E 3V7
Senator Michael John Member of the Senate of Canada Canada
Langtry Kirby Government of Canada
Suite 204, 140 Wellington Street
Ottawa, Ontario, Canada
K1A 0A4
Laurent Lemaire President & CEO Canada
Cascades Inc.
404, Marie-Victorin, C.P. 30
Kingsey Falls, Quebec, Canada
J0A 1B0
John Thomas Mayberry President & CEO Canada
Dofasco Inc.
P.O. Box 2460
Hamilton, Ontario, Canada
L8N 3J5
The Honourable Barbara President & CEO Canada
Jean McDougall Canadian Institute of
International Affairs
Glendon Hall
2275 Bayview Ave.
Toronto, Ontario, Canada
M4N 3M6
Ian McDougall Retired; Consultant (Part-time) USA
Inco Limited
145 King Street West
Toronto, Ontario, Canada
M5H 4B7
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<PAGE>
NAME OF CORPORATE PRINCIPAL OCCUPATION & ADDRESS CITIZENSHIP
DIRECTORS
Helen Anne Parker Company Director Canada
771 - Towner Park Road
Sidney, B.C., Canada
V8L 5L7
Elizabeth Parr-Johnston President, University of New Canada
Brunswick
58 Waterloo Row
Fredericton, N.B., Canada
E3B 1Y9
Arthur Richard Andrew Lawyer Canada
Scace McCarthy Tetrault
Suite 4700
Toronto-Dominion Bank Tower
Toronto-Dominion Centre
Toronto, Ontario, Canada
M5K 1E6
Gerald W. Schwartz Chairman & CEO Canada
Onex Corporation
161 Bay Street
P.O. Box 700
Toronto, Ontario, Canada
M5J 2S1
Isadore Sharpe Chairman & Chief Executive Officer Canada
Four Seasons Hotels & Resorts
1165 Leslie Street
Toronto, Ontario, Canada
M3C 2K8
Allan Cameron Shaw Chairman & CEO Canada
The Shaw Group Limited
P.O. Box 996
Halifax, N.S., Canada
B3J 2X1
Paul David Sobey President & CEO Canada
Empire Company Limited
115 King Street
Stellarton, Nova Scotia, Canada
B0K 1S0
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APPENDIX B
INFORMATION CONCERNING THE PARTNERS OF CALDER & CO.
NAME OF PARTNER PRINCIPAL OCCUPATION AND ADDRESS CITIZENSHIP
Vilma Pindling Banker U.S.A.
The Bank of Nova Scotia
One Liberty Plaza, 24th Floor
New York, NY 10006
William R. Ebbels Banker Canada
The Bank of Nova Scotia
One Liberty Plaza, 24th Floor
New York, NY 10006
Warren Goshine Banker/Trust Officer U.S.A.
The Bank of Nova Scotia
One Liberty Plaza, 23rd Floor
New York, NY 10006
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APPENDIX C
INDEX OF EXHIBITS
Exhibit 99.1. Stipulation of Settlement between John S. Pereira, in
his capacity as the Chapter 7 Trustee of Trace International
Holdings, Inc. and Trace Foam Sub, Inc. and The Bank of Nova
Scotia.
Exhibit 99.2. Partnership Agreement of Calder & Co.
Exhibit 99.3 Joint Filing Agreement, dated as of November 8, 2000, between
The Bank of Nova Scotia and Calder & Co.
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