UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 16)*
United Auto Group, Inc.
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(Name of Issuer)
Common Stock (Par Value $ 0.0001 Per Share)
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(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
New York, NY 10004
212-859-8000
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(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
April 4, 2003
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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).
SCHEDULE 13D
CUSIP No. 909440 10 9
1. NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NOS. 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
AF
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 0
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH 7,636,721
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 0
10. SHARED DISPOSITIVE POWER
7,636,721
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,768,026*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.6%
14. TYPE OF REPORTING PERSON
OO
* The aggregate amount beneficially owned by each Reporting Person
reported on line 11 and the percent of class reported on line 13
reflects the beneficial ownership of all Reporting Persons as a group.
The amount of Voting Common Stock beneficially owned by International
Motor Cars Group I, L.L.C. without regard to such group status is
7,636,721, representing 19.7% of the Voting Common Stock deemed to be
outstanding for this purpose.
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
AF
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 0
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH 2,071,856
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 0
10. SHARED DISPOSITIVE POWER
2,071,856
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,768,026*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.6%
14. TYPE OF REPORTING PERSON
OO
* The aggregate amount beneficially owned by each Reporting Person
reported on line 11 and the percent of class reported on line 13
reflects the beneficial ownership of all Reporting Persons as a group.
The amount of Voting Common Stock beneficially owned by International
Motor Cars Group II, L.L.C. without regard to such group status is
2,071,856, representing 5.1% of the Voting Common Stock deemed to be
outstanding for this purpose.
SCHEDULE 13D
CUSIP No. 909440 10 9
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
AF
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 0
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH 9,869,461
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 0
10. SHARED DISPOSITIVE POWER
9,869,461
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,768,026*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.6%
14. TYPE OF REPORTING PERSON
OO
* The aggregate amount beneficially owned by each Reporting Person
reported on line 11 and the percent of class reported on line 13
reflects the beneficial ownership of all Reporting Persons as a group.
The amount of Voting Common Stock beneficially owned by Penske Capital
Partners, L.L.C. without regard to such group status is 9,869,461,
representing 24.3% of the Voting Common Stock deemed to be outstanding
for this purpose.
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
PF, AF
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 100,000
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH 9,869,461
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 100,000
10. SHARED DISPOSITIVE POWER
9,869,461
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,768,026*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.6%
14. TYPE OF REPORTING PERSON
IN
* The aggregate amount beneficially owned by each Reporting Person
reported on line 11 and the percent of class reported on line 13
reflects the beneficial ownership of all Reporting Persons as a group.
The amount of Voting Common Stock beneficially owned by James A.
Hislop without regard to such group status is 9,969,461, representing
24.6% of the Voting Common Stock deemed to be outstanding for this
purpose.
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
PF, AF, OO
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 461,667
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH 20,206,359
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 461,667
10. SHARED DISPOSITIVE POWER
20,206,359
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,768,026*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.6%
14. TYPE OF REPORTING PERSON
IN
* The aggregate amount beneficially owned by each Reporting Person
reported on line 11 and the percent of class reported on line 13
reflects the beneficial ownership of all Reporting Persons as a group.
The amount of Voting Common Stock beneficially owned by Roger S.
Penske without regard to such group status is 20,668,026, representing
50.4% of the Voting Common Stock deemed to be outstanding for this
purpose.
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) [x]
(b) [ ]
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 0
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY EACH 17,815,284
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON WITH 0
10. SHARED DISPOSITIVE POWER
17,815,284
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,768,026*
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.6%
14. TYPE OF REPORTING PERSON
CO
* The aggregate amount beneficially owned by each Reporting Person
reported on line 11 and the percent of class reported on line 13
reflects the beneficial ownership of all Reporting Persons as a group.
The amount of Voting Common Stock beneficially owned by Penske
Corporation without regard to such group status is 17,815,284,
representing 45.9% of the Voting Common Stock deemed to be outstanding
for this purpose.
This Amendment No. 16 ("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,
Amendment No. 5 filed on October 26, 2000, Amendment No. 6 filed on
December 18, 2000, Amendment No. 7 filed on December 26, 2000, Amendment
No. 8 filed on February 14, 2001, Amendment No. 9 filed on March 6, 2001,
Amendment No. 10 filed on August 7, 2001, Amendment No. 11 filed on March
1, 2002, Amendment No. 12 filed on March 27, 2002, Amendment No. 13 filed
on May 14, 2002, Amendment No. 14 filed on June 26, 2002 and Amendment No.
15 filed on August 21, 2002 (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.
This Amendment is being filed to reflect the following
transactions:
o On October 24, 2001, Penske Corporation entered into a Put
Agreement (the "Gossman Put Agreement") with the Company and
Jacob A. Gossman and Luella Gossman, Co-Trustees of the
Gossman Family 1984 Trust, UTD 3/27/84, Thomas J. Gossman
and Carol Gossman, Co-Trustees of the Thomas J. Gossman and
Carol Gossman Family Trust, UTD 9/1/92. Thomas J. Gossman,
as Trustee of the Gossman Grandchildren's Trust #1, UTD
12/31/91, Gerald G. Gossman, as Trustee of the Gossman
Grandchildren's' Trust #2, UTD 12/31/91, Gerald G. Gossman,
and Rebecca Kozak, Trustee of the Rebecca Marie Kozak Trust,
UTD 5/18/01 (collectively, the "Gossman and Kozak Trusts"),
pursuant to which Penske Corporation granted to the Gossman
and Kozak Trusts an option to require Penske Corporation to
purchase shares of Voting Common Stock at a purchase price
of $17.2865 per share (the "Gossman Option").
o On February 14, 2003, the Gossman and Kozak Trusts exercised
the Gossman Option and entered into a Purchase Agreement
(the "Gossman Purchase Agreement") with Penske Automotive, a
wholly owned subsidiary of Penske Corporation, pursuant to
which Penske Automotive purchased 289,243 shares of Voting
Common Stock for aggregate consideration of $5,000,000.
o On April 4, 2003, Penske Automotive and IMCG I entered into
an agreement with JPMP (the "JPMP Purchase Agreement")
providing for (i) the purchase by IMCG I of 354,408 shares
of Voting Common Stock of the Company for a purchase price
of $12.00 per share and aggregate consideration of
$4,252,896 and (ii) the purchase by a wholly owned
subsidiary of Penske Corporation of JPMP's membership
interest in IMCG I, which represents beneficial ownership of
1,260,300 shares of Voting Common Stock (the "JPMP LLC
Interest") (after giving effect to the allocation of 43,929
shares of Voting Common Stock to PCP's carry account), for
aggregate consideration of $15,123,600 in cash, equating to
an implied purchase price of $12.00 per share of Voting
Common Stock. The purchase of the JPMP LLC Interest will
result in an implied purchase price of $12.00 per share of
Voting Common Stock.
o Between August 1, 2002 and August 8, 2002, James A. Hislop
purchased 25,000 shares of Voting Common Stock in open
market transactions on the New York Stock Exchange.
The Schedule 13D is hereby amended and supplemented as follows:
ITEM 2. IDENTITY AND BACKGROUND.
The name, business address, citizenship and present principal
occupation of each executive officer and director of Penske Corporation are
set forth in Annex I to this Schedule 13D, which is incorporated herein by
reference.
During the past five years, neither Penske Corporation nor, to
the best knowledge of Penske Corporation, any executive officer or director
of Penske Corporation, has been (i) convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) or (ii) a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding has been 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 violation with respect to such laws.
On April 4, 2003, the same date on which Penske Automotive and
IMCG I entered into the JPMP Purchase Agreement, Mitsui entered into a
separate agreement with JPMP to purchase 1,614,708 shares of Voting Common
Stock from JPMP at a price of $12.00 per share (the "Mitsui Purchase
Agreement"). Immediately prior to this purchase, IMCG II will distribute to
JPMP 1,614,708 shares of Voting Common Stock to be sold by JPMP to Mitsui
under the Mitsui Purchase Agreement. In connection with Mitsui's purchase
of these shares of Voting Common Stock, Penske Corporation, PCP, Penske
Automotive, IMCG I and IMCG II entered into a Letter Agreement (the "Tag
Along Agreement") with Mitsui, pursuant to which Mitsui is granted pro rata
tag along rights during the period beginning on February 1, 2005 and ending
on January 31, 2006 that are substantially similar to the tag along rights
it currently has under the Restated Stockholders Agreement that expires on
February 1, 2005. Neither the fact of this filing nor anything contained
herein shall be deemed an admission by the Reporting Persons that any of
them beneficially owns any Voting Common Stock beneficially owned by
Mitsui, or that the Reporting Persons and Mitsui constitute a Group (as
defined under Rule 13d-5(b) of the Exchange Act), and the existence of any
such Group is hereby expressly disclaimed.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The total amount of funds used to purchase 289,243 shares of
Voting Common Stock of the Company purchased by Penske Automotive from the
Gossman and Kozak Trusts pursuant to the Gossman Purchase Agreement was
$5,000,000. Such funds were obtained from the working capital of Penske
Corporation and were contributed to Penske Automotive by Penske
Corporation.
The total amount of funds required by Penske Corporation to
purchase the JPMP LLC Interest from JPMP pursuant to the JPMP Purchase
Agreement is $15,123,600. Such funds are expected to be obtained from the
working capital of Penske Corporation.
The total amount of funds required by IMCG I to purchase 354,408
shares of Voting Common Stock of the Company from JPMP pursuant to the JPMP
Purchase Agreement is $4,252,896. IMCG I expects to obtain such funds from
a capital contribution by Penske Corporation.
The total amount of funds used to purchase the 25,000 shares of
Voting Common Stock of the Company purchased by James A. Hislop between
August 1, 2002 and August 8, 2002 was $348,427. Such funds were obtained
from the personal funds of James A. Hislop.
ITEM 4. PURPOSE OF TRANSACTION.
On October 24, 2001, in connection with the Company's acquisition
of GMG Motors, Inc. (the "GMG Acquisition"), a company operating an
automotive dealership located in San Diego, California, Penske Corporation,
the Company and the Gossman and Kozak Trusts entered into the Gossman Put
Agreement, pursuant to which Penske Corporation granted to the Gossman and
Kozak Trusts the Gossman Option. Pursuant to the terms of the Gossman Put
Agreement, the Gossman Option is exercisable at a price of $17.2865 per
share (the "Per Share Option Price"). The Per Share Option Price, the same
price at which the Company issued shares of Voting Common Stock to the
Gossman and Kozak Trusts in the GMG Acquisition, was derived from the
average closing price of the Company's Voting Common Stock on the New York
Stock Exchange for the 20 days prior to the closing of the GMG Acquisition.
On February 14, 2003, the Gossman and Kozak Trusts exercised the
Gossman Option and entered into the Gossman Purchase Agreement with Penske
Automotive, pursuant to which Penske Automotive purchased 289,243 shares of
Voting Common Stock of the Company for a purchase price per share equal to
the Per Share Option Price and aggregate consideration of $5,000,000.
Penske Corporation granted the Gossman Option in order to facilitate the
GMG Acquisition, and the shares of Voting Common Stock purchased by Penske
Automotive pursuant to the Gossman Purchase Agreement were purchased in
satisfaction of Penske Corporation's obligations under such option.
On April 4, 2003, Penske Automotive and IMCG I entered into the
JPMP Purchase Agreement with JPMP providing for (i) the purchase by a
wholly owned subsidiary of Penske Corporation of the JPMP LLC Interest for
aggregate consideration of $15,123,600 in cash, equating to an implied
purchase price of $12.00 per share of 1,260,300 shares of Voting Common
Stock of the Company indirectly owned by JPMP by reason of its ownership of
the JPMP LLC Interest, and (ii) the purchase by IMCG I of 354,408 shares of
Voting Common Stock of the Company for aggregate consideration of
$4,252,896 in cash, equating to a purchase price of $12.00 per share. The
354,408 shares of Voting Common Stock being purchased by IMCG I from JPMP
are expected to be distributed to JPMP by IMCG II prior to April 15, 2003.
The JPMP LLC Interest purchased by a wholly owned subsidiary of Penske
Corporation and the 354,408 shares of Voting Common Stock to be purchased
by IMCG I, in each case pursuant to the JPMP Purchase Agreement, are being
purchased for investment purposes. Due to such purchases, the distribution
of shares of Voting Common Stock by IMCG II to JPMP in connection with the
Mitsui Purchase Agreement and the resulting allocation within IMCG I of
43,929 shares of Voting Common Stock and IMCG II of 70,525 shares of Voting
Common Stock from JPMP's share accounts to PCP's carry accounts, the
Reporting Persons will no longer share dispositive power with JPMP with
respect to 3,229,416 shares of Voting Common Stock currently held by IMCG I
and IMCG II.
The 25,000 shares of Voting Common Stock purchased by James A.
Hislop in open market transactions on the New York Stock Exchange were
purchased for investment purposes.
Subject to the beneficial ownership limitation described below
and dependent upon market and general economic conditions, the business
affairs and financial condition of the Company, the market price of the
Voting Common Stock and other factors deemed relevant by them, the
Reporting Persons may seek from time to time to purchase additional shares
of Voting Common Stock by way of privately negotiated or open market
transactions, a tender offer or otherwise, or may seek to purchase all of
the outstanding shares of Voting Common Stock by way of a tender offer,
merger, reorganization or otherwise. The Restated Stockholders Agreement
prohibits Penske Corporation and its affiliates from purchasing additional
shares prior to December 14, 2003 to the extent such purchases would result
in Penske Corporation and its affiliates being the beneficial owners of
more than 65% of the Company's outstanding shares, unless the transaction
is approved by (a) a majority of the directors of the Company who were
neither designees nor affiliates of Penske Corporation or (b) a majority of
the stockholders of the Company other than Penske Corporation and its
affiliates. Subject to market and general economic conditions, the business
affairs and financial condition of the Company, the market price of the
Voting Common Stock and other factors deemed relevant by them, the
Reporting Persons may also seek from time to time to sell shares of Voting
Common Stock held by them by way of privately negotiated or open market
transactions or otherwise.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
The Reporting Persons were advised by the Company that as of
March 26, 2003 there were 38,839,026 shares of Voting Common Stock
outstanding (not including any securities convertible into Voting Common
Stock).
(a) As of April 9, 2003, as a result of the transactions
previously reported on this Schedule 13D and (i) the pending purchase of
(x) 354,408 shares of Voting Common Stock by IMCG I pursuant to the JPMP
Purchase Agreement and (y) the JPMP LLC Interest by a wholly owned
subsidiary of Penske Corporation pursuant to the JPMP Purchase Agreement,
representing additional shared dispositive power by Penske Corporation over
1,260,300 shares of Voting Common Stock of the Company (ii) the purchase of
289,243 shares of Voting Common Stock by Penske Automotive, a wholly owned
subsidiary of Penske Corporation, pursuant to the Gossman Agreement and
(iii) the purchase of 25,000 shares of Voting Common Stock by James A.
Hislop in open market purchases between August 1, 2002 and August 8, 2002:
o in the aggregate, the Reporting Persons beneficially own an
aggregate of 20,768,026 shares of Voting Common Stock, which
constitutes approximately 50.6% of the 41,039,477 shares of
Voting Common Stock deemed to be outstanding for this
purpose. Such beneficial ownership includes the 1,614,708
shares of Voting Common Stock to be distributed to JPMP and
sold to Mitsui. Following such purchase, the Reporting
Persons will beneficially own 19,153,318 shares of Voting
Common Stock, representing 46.7% of the shares of Voting
Common Stock deemed to be outstanding for this purpose;
o IMCG I beneficially owns 7,636,721 shares of Voting Common
Stock, representing 19.7% of the 38,839,026 shares of Voting
Common Stock outstanding;
o IMCG II beneficially owns 2,071,856 shares of Voting Common
Stock, representing 5.1% of the 40,597,810 shares of Voting
Common Stock deemed to be outstanding for this purpose. Such
beneficial ownership includes the 354,408 shares of Voting
Common Stock to be distributed to JPMP and sold to IMCG I
(which are reflected in the shares beneficially owned by
IMCG I as described above), as well as the 1,614,708 shares
of Voting Common Stock to be distributed to JPMP and sold to
Mitsui. Following such purchases, IMCG II will beneficially
own 102,740 shares of Voting Common Stock, representing 0.3%
of the shares of Voting Common Stock deemed to be
outstanding for this purpose;
o Penske Corporation beneficially owns 17,815,284 shares of
Voting Common Stock, representing 45.9% of the 38,839,026
shares of Voting Common Stock deemed to be outstanding for
this purpose;
o PCP beneficially owns 9,869,461 shares of Voting Common
Stock, representing 24.3% of the 40,597,810 shares of Voting
Common Stock deemed to be outstanding for this purpose. Such
beneficial ownership includes the 1,614,708 shares of Voting
Common Stock to be distributed to JPMP and sold to Mitsui.
Following such purchase, PCP will beneficially own 8,254,753
shares of Voting Common Stock, representing 20.3% of the
shares of Voting Common Stock deemed to be outstanding for
this purpose;
o Roger S. Penske beneficially owns 20,668,026 shares of
Voting Common Stock, representing 50.4% of the 41,039,477
shares of Voting Common Stock deemed to be outstanding for
this purpose. Such beneficial ownership includes the
1,614,708 shares of Voting Common Stock to be distributed to
JPMP and sold to Mitsui. Following such purchase, Roger S.
Penske will beneficially own 19,053,318 shares of Voting
Common Stock, representing 46.4% of the shares of Voting
Common Stock deemed to be outstanding for this purpose; and
o James A. Hislop beneficially owns 9,969,461 shares of Voting
Common Stock, representing 24.6% of the 40,597,810 shares of
Voting Common Stock deemed to be outstanding for this
purpose. Such beneficial ownership includes the 1,614,708
shares of Voting Common Stock to be distributed to JPMP and
sold to Mitsui. Following such purchase, James A. Hislop
will beneficially own 8,354,753 shares of Voting Common
Stock, representing 20.6% of the shares of Voting Common
Stock deemed to be outstanding for this purpose.
In accordance with Rule 13d-3(d)(1) of the Exchange Act, the
number of shares of Voting Common Stock deemed to be outstanding for
purposes of calculating the beneficial ownership of IMCG II, PCP and James
A. Hislop includes 1,758,784 shares of Non-Voting Common Stock convertible
into Voting Common Stock and the number of shares of Voting Common Stock
deemed to outstanding for purposes of calculating the beneficial ownership
for Roger S. Penske includes 1,758,784 shares of non-Voting Common Stock
convertible into Voting Common Stock and 441,667 shares of Voting Common
Stock issuable upon the exercise of options.
As of April 9, 2003, taking into account only those securities
held by the Reporting Persons that are currently outstanding and have
voting rights, the Reporting Persons held approximately 47.8% of the voting
power with respect to matters coming before the holders of the Voting
Common Stock.
(b) As of April 9, 2003, assuming the conversion into Voting
Common Stock of the shares of Non-Voting Common Stock and the consummation
of the transactions contemplated by the JPMP Purchase Agreement:
o IMCG I has the shared power to direct the vote of 7,636,721
shares of Voting Common Stock, subject to certain
restrictions contained in the Restated Stockholders
Agreement;
o IMCG II has the shared power to direct the vote of 2,071,856
shares of Voting Common Stock, subject to certain
restrictions contained in the Restated Stockholders
Agreement (without giving effect to the distribution of
354,408 shares of Voting Common Stock to be distributed to
JPMP in advance of the sale to IMCG I);
o Penske Corporation has the shared power to direct the vote
of 17,815,284 shares of Voting Common Stock;
o PCP has the shared power to direct the vote of 9,869,461
shares of Voting Common Stock;
o Roger S. Penske has the sole power to direct the vote of
20,000 shares of Voting Common Stock, and, upon (w) the
exercise of the Second Closing Options, (x) the exercise an
option to purchase 25,000 shares of Voting Common Stock
previously granted to Roger S. Penske, (y) the exercise of a
portion of an option (such portion covering 10,000 shares of
Voting Common Stock) previously granted to Roger S. Penske,
which portion vested in part on February 28, 2002 and in
part on February 28, 2003, and (x) the exercise of a portion
of an option (such portion covering 6,667 shares of Voting
Common Stock) previously granted to Roger S. Penske, which
portion vested on February 22, 2003, Roger S. Penske will
have the sole power to direct the vote of an aggregate of
461,667 shares of Voting Common Stock and shared power to
direct the vote of 20,206,359 shares of Voting Common Stock;
and
o James A. Hislop has the sole power to direct the vote of
100,000 shares of Voting Common Stock and shared power to
direct the vote of 9,869,461 shares of Voting Common Stock.
As of April 9, 2003, subject to certain restrictions contained in
the IMCG I Letter Agreement and the IMCG II Letter Agreement, as
applicable, and the consummation of the transactions contemplated by the
JPMP Purchase Agreement:
o IMCG I has the shared power to direct the disposition of
7,636,721 shares of Voting Common Stock;
o IMCG II has the shared power to direct the disposition of
2,071,856 shares of Voting Common Stock (without giving
effect to the distribution of 354,408 shares of Voting
Common Stock to be distributed to JPMP in advance of the
sale to IMCG I);
o Penske Corporation has the shared power to direct the
disposition of 17,815,284 shares of Voting Common Stock;
o PCP has the shared power to direct the disposition of
9,869,461 shares of Voting Common Stock;
o Roger S. Penske has the sole power to direct the disposition
of 20,000 shares of Voting Common Stock, and, upon (w) the
exercise of the Second Closing Options, (x) the exercise of
an option to purchase 25,000 shares of Voting Common Stock
previously granted to Roger S. Penske, (y) the exercise of a
portion of an option (such portion covering 10,000 shares of
Voting Common Stock) previously granted to Roger S. Penske,
which portion vested in part on February 28, 2002 and in
part on February 28, 2003, and (x) the exercise of a portion
of an option (such portion covering 6,667 shares of Voting
Common Stock) previously granted to Roger S. Penske, which
portion vested on February 22, 2003, Roger S. Penske will
have the sole power to direct the vote of an aggregate of
461,667 shares of Voting Common Stock and shared power to
direct the vote of 20,206,359 shares of Voting Common Stock;
and
o James A. Hislop has the sole power to direct the disposition
of 100,000 shares of Voting Common Stock and the shared
power to direct the disposition of 9,869,461 shares of
Voting Common Stock.
(c) Set forth below are all purchases of Voting Common Stock by
the Reporting Persons between the date of the filing of Amendment No. 15 to
this Schedule 13D and April 9, 2003. For purposes of Penske Corporation and
IMCG I, the Purchase Date represents the date of the JPMP Purchase
Agreement because the transactions contemplated by the JPMP Purchase
Agreement have not yet closed.
Purchaser Purchase Date Number of Shares Per Share Purchase
Price
------------------------------------------------------------------------------
Penske Corporation January 30, 2003 289,243 $17.2865
---------------------------------------------------------
April 4, 2003 1,260,300 $12.00
------------------------------------------------------------------------------
IMCG I April 4, 2003 354,408 $12.00
------------------------------------------------------------------------------
James A. Hislop August 1, 2002 4,900 $15.50
---------------------------------------------------------
August 1, 2002 100 $15.37
---------------------------------------------------------
August 6, 2002 9,400 $13.25
---------------------------------------------------------
August 6, 2002 600 $13.17
---------------------------------------------------------
August 6, 2002 2,000 $13.60
---------------------------------------------------------
August 6, 2002 2,700 $14.20
---------------------------------------------------------
August 6, 2002 300 $14.16
---------------------------------------------------------
August 8, 2002 5,000 $13.74
Except as described herein, none of the Reporting Persons have
effected any transactions in the Voting Common Stock since August 21, 2002,
the date of filing of the fifteenth amendment to this Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Gossman Put Agreement
---------------------
On October 24, 2001, Penske Corporation entered into the Gossman
Put Agreement with the Company and the Gossman and Kozak Trusts, pursuant
to which Penske Corporation granted to the Gossman and Kozak Trusts an
option to require Penske Corporation to purchase shares of Voting Common
Stock at a purchase price of $17.2865 per share. The Gossman Put Agreement
is attached as Exhibit 30 hereto and is incorporated in and made a part of
this Schedule 13D in its entirety by reference.
Gossman Purchase Agreement
--------------------------
On February 14, 2003, Penske Automotive entered into the Gossman
Put Agreement with the Gossman and Kozak Trusts, pursuant to which Penske
Automotive purchased 289,243 shares of Voting Common Stock of the Company
at a purchase price of $17.2865 per share. The Gossman Purchase Agreement
is attached as Exhibit 31 hereto and is incorporated in and made a part of
this Schedule 13D in its entirety by reference.
JPMP Purchase Agreement
-----------------------
On April 4, 2003, Penske Automotive, IMCG I and JPMP entered into
the JPMP Purchase Agreement. The JPMP Purchase Agreement is attached as
Exhibit 32 hereto and is incorporated in and made part of this Schedule 13D
in its entirety by this reference.
Pursuant to the terms of the JPMP Purchase Agreement, (i) Penske
Automotive has agreed to purchase from JPMP, and JPMP has agreed to sell to
Penske Automotive, the JPMP LLC Interest (the "Penske Corporation
Purchase"), which represents beneficial ownership of 1,260,300, shares of
Voting Common Stock of the Company held directly by IMCG I, and (ii) IMCG I
has agreed to purchase from JPMP, and JPMP has agreed to sell to IMCG I,
354,408 shares of Voting Common Stock of the Company to be owned directly
by JPMP following the distribution of such shares to JPMP by IMCG II (the
"IMCG I Purchase"), in each case at a closing which is required to take
place on or before April 15, 2002, unless such date is extended by JPMP.
The obligation of JPMP to consummate each of the Penske Corporation
Purchase and the IMCG I Purchase is conditioned upon the consummation of
each other such purchase.
The purchase price to be paid by Penske Corporation to JPMP in
cash for the JPMP LLC Interest is $15,126,600, equating to an implied
purchase price of $12.00 per share of Voting Common Stock of the Company
beneficially owned by JPMP by reason of its ownership of the JPMP LLC
Interest. The aggregate purchase price to be paid by IMCG I to JPMP in cash
at the Closing for the 354,408 shares of Voting Common Stock of the Company
is $4,252,896, equating to a purchase price of $12.00 per share.
Tag Along Agreement
-------------------
On April 4, 2003, Penske Corporation, PCP, Penske Automotive,
IMCG I and IMCG II entered into the Tag Along Agreement with Mitsui. The
Tag Along Agreement is attached as Exhibit 33 hereto and is incorporated in
and made part of this Schedule 13D in its entirety by this reference.
Pursuant to the Tag Along Agreement, Mitsui is granted pro rata
tag along rights during the period beginning on February 1, 2005 and ending
on January 31, 2006 that are substantially similar to the tag along rights
it currently has under the Restated Stockholders Agreement that expires on
February 1, 2005. The Tag Along Agreement terminates upon the earlier of
(i) the date on which the Mitsui Purchase Agreement is terminated pursuant
to its terms and (ii) the date on which Mitsui ceases to own any Voting
Common Stock, Non-Voting Common Stock or other equity security of the
Company.
JPMP Letter Agreement
---------------------
On April 4, 2003, Penske Automotive entered into a letter
agreement with JPMP (the "JPMP Letter Agreement"). The JPMP Letter
Agreement is attached as Exhibit 34 hereto and is incorporated in and made
part of this Schedule 13D in its entirety by this reference.
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.
April 9, 2003
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
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.
April 9, 2003
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
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.
April 9, 2003
PENSKE CAPITAL PARTNERS, L.L.C.
By: /s/ James A. Hislop
--------------------------
James A. Hislop
President
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.
April 9, 2003
/s/ James A. Hislop
--------------------
James A. Hislop
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.
April 9, 2003
/s/ Roger S. Penske
---------------------
Roger S. Penske
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.
April 9, 2003
PENSKE CORPORATION
By:/s/ Robert Kurnick
------------------------
Name: Robert Kurnick
Title: President
Annex I
Executive Officers and Directors of Penske Corporation
The name, present principal occupation or employment, and the name,
principal business and address of any corporation or other organization in
which such employment is conducted, of each of the directors and executive
officers of Penske Corporation is set forth below. Each executive officer
and each director of Penske Corporation is a citizen of the United States.
Name Business Address Principal Occupation
---- ---------------- --------------------
EXECUTIVE OFFICERS
Roger S. Penske Penske Corporation Chairman of the Board
2555 Telegraph Road and Chief Executive
Bloomfield Hills, Michigan Officer, Penske
48302-0954 Corporation
Robert H. Kurnick, Jr. Penske Corporation President, Penske
2555 Telegraph Road Corporation
Bloomfield Hills, Michigan
48302-0954
Richard J. Peters Penske Corporation Managing Partner,
2555 Telegraph Road Birmingham Capital
Bloomfield Hills, Michigan Partners
48302-0954
Walter P. Czarnecki, Sr. Penske Corporation Executive Vice
2555 Telegraph Road Suite President,
B14A Penske Corporation
Bloomfield Hills, Michigan
48302-0954
Lawrence N. Bluth Penske Corporation Executive Vice
2555 Telegraph Road Suite President,
B18 Secretary and General
Bloomfield Hills, Michigan Counsel,
48302-0954 Penske Corporation
Paul F. Waters Penske Corporation Executive Vice
2555 Telegraph Road Suite President -
B46 Administration,
Bloomfield Hills, Michigan Penske Corporation
48302-0954
J. Patrick Conroy Penske Corporation Executive Vice
2555 Telegraph Road Suite President -
B47 Chief Financial Officer,
Bloomfield Hills, Michigan Penske Corporation
48302-0954
DIRECTORS
Roger S. Penske Penske Corporation Chairman of the Board
2555 Telegraph Road and Chief Executive
Bloomfield Hills, Michigan Officer, Penske
48302-0954 Corporation
James A. Hislop Penske Capital Partners President and Chief
One Harmon Plaza, 9th Floor Executive Officer,
Secaucus, New Jersey 07094 Penske Capital Partners
Roger Birk Merrill Lynch Retired
11988 S.E. Intracoastal
Terrace
Tequesta, Florida 33469
Robert H. Kurnick, Jr. Penske Corporation President,
2555 Telegraph Road Suite Penske Corporation
B36
Bloomfield Hills, Michigan
48302-0954
Walter P. Czarnecki, Sr. Penske Corporation Executive Vice
2555 Telegraph Road President,
Bloomfield Hills, Michigan Penske Corporation
48302-0954
Gregory W. Penske Penske Automotive Group President,
3534 N. Peck Road Penske Automotive Group
El Monte, California 91731
Roger S. Penske, Jr. United Auto Group, Inc. Mid-Atlantic Regional
2555 Telegraph Road President - United Auto
Bloomfield Hills, Michigan Group, Inc.
48302-0954
Richard J. Peters Penske Corporation Managing Partner,
2555 Telegraph Road Birmingham Capital
Bloomfield Hills, Michigan Partners
48302-0954
Patrick G. Ryan, Jr. Ryan Enterprises President, Ryan
Corporation Enterprises Corporation
123 N. Wacker Drive, Suite
900
Chicago, Illinois 60606
John E. Doddridge Intermet Corporation Chairman & CEO
5445 Corporate Drive - Intermet Corporation
Suite 200
Troy, Michigan 48098
Brian Hard Penske Truck Leasing President, Penske Truck
Corporation Leasing Corporation
Route 10 Green Hills
PO Box 563
Reading, PA 19603
Ludvik F. Koci Penske Corporation Executive Vice
2555 Telegraph Road President - Penske
Bloomfield Hills, Michigan Corporation
48302-0954
Helmut H. Werner Helmut Werner GmbH Managing Director,
Atlantic Business Center Helmut Werner GmbH
Engstlatter Weg 18
D-70567 Stuttgart Germany
R. Jamison Williams, Jr. Williams, Williams, Ruby & Senior Partner,
Plunkett Williams, Williams,
380 N Woodward Ave., Suite Ruby and Plunkett
300
Birmingham, Michigan 48009
EXHIBIT INDEX
Exhibit 30 -- Put Agreement, dated as of October 24, 2001, by and among
Penske Corporation, United Auto Group, Inc. and Jacob A.
Gossman and Luella Gossman, Co-Trustees of the Gossman
Family 1984 Trust, UTD 3/27/84, Thomas J. Gossman and
Carol Gossman, Co-Trustees of the Thomas J. Gossman and
Carol Gossman Family Trust, UTD 9/1/92. Thomas J.
Gossman, as Trustee of the Gossman Grandchildren's Trust
#1, UTD 12/31/91, Gerald G. Gossman, as Trustee of the
Gossman Grandchildren's' Trust #2, UTD 12/31/91, Gerald
G. Gossman, and Rebecca Kozak, Trustee of the Rebecca
Marie Kozak Trust, UTD 5/18/01.
Exhibit 31 -- Purchase Agreement, dated as of February 14, 2003, by and
among Penske Automotive Holdings Corp. and the Sellers listed
on Schedule A thereto.
Exhibit 32 -- Purchase Agreement, dated as of April 4, 2003, by and among
Penske Automotive Holdings Corp., International Motor Cars
Group I, L.L.C. and J.P. Morgan Partners (BHCA), L.P.
Exhibit 33 -- Letter Agreement, dated as of April 4, 2003, between Penske
Corporation, Penske Capital Partners, L.P., Penske Automotive
Holdings Corp., International Motor Cars Group I, L.L.C.,
International Motor Cars Group II, L.L.C. and Mitsui & Co.
Ltd.
Exhibit 34 -- Letter Agreement, dated as of April 4, 2003, by and among
Penske Automotive Holdings Corp. and J.P. Morgan Partners
(BHCA), L.P.