UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 18)*
United Auto Group, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock (Par Value $ 0.0001 Per Share)
--------------------------------------------------------------------------------
(Title of Class of Securities)
909440 10 9
--------------------------------------------------------------------------------
(CUSIP Number)
Valerie Ford Jacob, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, NY 10004
212-859-8000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Persons Authorized to Receive Notices
and Communications)
August 1, 2003
--------------------------------------------------------------------------------
(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 NO. 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
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,636,720
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 7,636,720
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,124,098*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.6%
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 7,636,720, representing 18.8%
of the Voting Common Stock outstanding.
Page 2 of 19
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
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 64,490
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 64,490
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,124,098*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.6%
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 64,490, representing 0.2%
of the Voting Common Stock outstanding.
Page 3 of 19
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
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,701,211
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 7,701,211
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,124,098*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.6%
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 7,701,211, representing 19.0% of the
Voting Common Stock outstanding.
Page 4 of 19
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
7 SOLE VOTING POWER
NUMBER OF
100,000
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 7,814,719
9 SOLE DISPOSITIVE POWER
EACH
213,508
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 7,701,211
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,124,098*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.6%
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 7,914,719, representing 19.5% of the Voting Common
Stock outstanding.
Page 5 of 19
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
7 SOLE VOTING POWER
NUMBER OF 474,167
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 18,549,931
9 SOLE DISPOSITIVE POWER
EACH
581,224
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 18,038,109
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,124,098*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.6%
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 19,024,098, representing 46.3% of the Voting Common
Stock deemed to be outstanding for this purpose.
Page 6 of 19
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
7 SOLE VOTING POWER
NUMBER OF
0
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 10,848,720
9 SOLE DISPOSITIVE POWER
EACH
0
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH 17,815,284
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
19,124,098*
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46.6%
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 18,327,106, representing 45.1% of the Voting Common
Stock outstanding.
Page 7 of 19
This Amendment No. 18 (this "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, Amendment No. 15 filed on August 21, 2002, Amendment No. 16 filed on
April 9, 2003 and Amendment No. 17 filed on April 29, 2003 (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 August 1, 2003, IMCG II distributed to PCP 38,250
shares of Voting Common Stock. In turn, PCP distributed
553,544 shares of Voting Common Stock (including the
38,250 shares of Voting Common Stock received from IMCG II
on August 1, 2003) to its members, who immediately
distributed all 553,544 shares of Voting Common Stock. In
connection with such distributions, James A. Hislop
received 113,508 shares of Voting Common Stock and Roger
S. Penske received 107,057 shares of Voting Common Stock.
In order to induce PCP to cause such distributions,
concurrently with such distributions, each of the
following recipients have been asked to enter into the
Voting and Transfer Rights Agreement dated August 1, 2003
(the "Transfer Rights Agreement") with Penske Corporation:
James A. Hislop, Roger S. Penske, R.J. Peters & Co., LLC,
Helmet Werner, Gregory Penske, Roger S. Penske, Jr.,
Robert H. Kurnick, Jr., Patrick J. Conroy, Walter P.
Czarnecki, Paul F. Walters, Lawrence N. Bluth, Gregory
Houfley, Edward Tracz, Brian Hard, Vince Hartnett, Ludvik
Koci and Mary Lou Pernicano (each a "Holder" and
collectively, the "Holders"). Pursuant to the Transfer
Rights Agreement, each Holder agreed that any shares of
Voting Common Stock it received as a result of
distributions by PCP on August 1, 2003 (collectively, the
"Restricted Securities") were subject to certain transfer
and voting restrictions described in greater detail in
Item 6 below. An aggregate of 511,822 shares of Voting
Common Stock received by the Holders are subject to the
Transfer Rights Agreement.
o On August 1, 2003, Penske Corporation made a loan to IMCG
II in the amount of $511,600. In order to secure the
payment by IMCG II of such loan, IMCG II entered into a
Pledge Agreement, dated as of August 1, 2003, in favor of
Penske Corporation, pursuant to which IMCG II pledged, and
granted
Page 8 of 19
Penske Corporation a security interest in, 32,250 shares
of Voting Common Stock beneficially owned by IMCG II.
o On May 16, 2003, Mr. Penske acquired 12,500 shares of
restricted Voting Common Stock.
The Schedule 13D is hereby amended and supplemented as
follows:
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
Based on the Company's Form 10-Q for the quarter ended March
31, 2003, as of May 12, 2003, there were 40,611,310 shares of Voting Common
Stock outstanding.
(a) As of August 1, 2003, as a result of the transactions
previously reported on this Schedule 13D:
o in the aggregate, the Reporting Persons beneficially own
an aggregate of 19,124,098 shares of Voting Common Stock,
which constitutes approximately 46.6% of the 41,065,477
shares of Voting Common Stock deemed to be outstanding for
this purpose;
o IMCG I beneficially owns 7,636,720 shares of Voting Common
Stock, representing 18.8% of the 40,611,310 shares of
Voting Common Stock outstanding;
o IMCG II beneficially owns 64,490 shares of Voting Common
Stock, representing 0.2% of the 40,611,310 shares of
Voting Common Stock outstanding;
o Penske Corporation beneficially owns 18,327,106 shares of
Voting Common Stock, representing 45.1% of the 40,611,310
shares of Voting Common Stock outstanding;
o PCP beneficially owns 7,701,211 shares of Voting Common
Stock, representing 19.0% of the 40,611,310 shares of
Voting Common Stock outstanding;
o Roger S. Penske beneficially owns 19,024,098 shares of
Voting Common Stock, representing 46.3% of the 41,065,477
shares of Voting Common Stock deemed to be outstanding for
this purpose; and
o James A. Hislop beneficially owns 7,914,719 shares of
Voting Common Stock, representing 19.5% of the 40,611,310
shares of Voting Common Stock outstanding.
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 the Reporting Persons in the aggregate
and Roger S. Penske individually includes
Page 9 of 19
441,667 shares of Voting Common Stock issuable upon the exercise of options
previously issued to Roger Penske.
As of August 1, 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 45.7% of the voting
power with respect to matters coming before the holders of the Voting Common
Stock.
(b) As of August 1, 2003:
o IMCG I has the shared power to direct the vote of
7,636,720 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 64,490
shares of Voting Common Stock, subject to certain
restrictions contained in the Restated Stockholders
Agreement;
o Penske Corporation has the shared power to direct the vote
of 10,848,720 shares of Voting Common Stock;
o PCP has the shared power to direct the vote of 7,701,211
shares of Voting Common Stock;
o Roger S. Penske has the sole power to direct the vote of
32,500 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
(z) 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 474,167 shares
of Voting Common Stock and shared power to direct the vote
of 18,549,931 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 7,814,719 shares of Voting Common
Stock.
As of August 1, 2003, subject to certain restrictions
contained in the IMCG I Letter Agreement and the IMCG II Letter Agreement, as
applicable:
o IMCG I has the shared power to direct the disposition of
7,636,720 shares of Voting Common Stock;
o IMCG II has the shared power to direct the disposition of
64,490 shares of Voting Common Stock;
Page 10 of 19
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
7,701,211 shares of Voting Common Stock;
o Roger S. Penske has the sole power to direct the
disposition of 139,557 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
(z) 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 581,224 shares
of Voting Common Stock and shared power to direct the vote
of 18,038,109 shares of Voting Common Stock; and
o James A. Hislop has the sole power to direct the
disposition of 213,508 shares of Voting Common Stock and
the shared power to direct the disposition of 7,701,211
shares of Voting Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Transfer Rights Agreement
On August 1, 2003, each of the Holders entered into the Transfer Rights
Agreement with Penske Corporation as an inducement to cause PCP to distribute to
each of them their respective Restricted Securities. Pursuant to the Transfer
Rights Agreement, each Holder agreed to vote its Restricted Securities as
directed by Penske Corporation or, in the absence of direction by Penske
Corporation, in favor of any proposal or any director nominee recommended by the
Board of Directors of the Company, at any meeting of the stockholders of the
Company, any adjournment thereof or pursuant to written consent. Each Holder
further agreed that any breach of such voting agreement would result in a
forfeiture of such Holder's Restricted Securities in favor of Penske
Corporation.
Each Holder also agreed that it would at all times be the only person with a
direct economic interest in the Restricted Securities, other than a permitted
transferee. In addition, each Holder agreed that it would transfer no more than
33% of its Restricted Securities prior to August 1, 2004 and no more than 66% of
its Restricted Securities prior to August 1, 2005. Notwithstanding the
foregoing, each Holder agreed that it would, prior to any transfer in excess of
33% of its Restricted Securities, first offer to Penske Corporation the right to
purchase such Restricted Securities proposed to be transferred, at a price equal
to the closing price quoted on the New York Stock Exchange Composite Index on
the date the transfer notice is delivered to Penske Corporation. Penske
Corporation will have three business days from the time of delivery of the
transfer notice to inform such Holder whether it desires to purchase any shares.
If Penske Corporation informs such Holder that is does not intend to purchase
any such shares or provides
Page 11 of 19
no response prior to the expiration of such period, such Holder is entitled to
transfer such shares free and clear of the restrictions set forth in the
Transfer Agreement.
The Transfer Rights Agreement is attached as Exhibit 35 hereto and is
incorporated in and made a part of this Schedule 13D in its entirety by
reference.
IMCG II Pledge Agreement
On August 1, 2003, Penske Corporation made a loan to IMCG II in the amount of
$511,600 (the "Penske Corporation Loan"). The Penske Corporation Loan is payable
on demand and accrues interest at an annual rate of 6%. In order to secure the
payment by IMCG II of the Penske Corporation Loan, IMCG II entered into a Stock
Pledge Agreement, dated as of August 1, 2003 (the "IMCG II Pledge Agreement"),
in favor of Penske Corporation, pursuant to which IMCG II pledged, and granted
Penske Corporation a security interest in, 32,250 shares of Voting Common Stock
beneficially owned by IMCG II. In the event that IMCG II defaults under the
Penske Corporation Loan, Penske Corporation is entitled to enforce its rights
with respect to the shares of Voting Common Stock pledged by IMCG II pursuant to
the IMCG II Pledge Agreement, including by causing the transfer of such shares
of Voting Common Stock to Penske Corporation.
The IMCG II Pledge Agreement is attached as Exhibit 36 hereto and is
incorporated in and made a part of this Schedule 13D in its entirety by
reference.
Page 12 of 19
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.
August 4, 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
Page 13 of 19
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.
August 4, 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
Page 14 of 19
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.
August 4, 2003
PENSKE CAPITAL PARTNERS, L.L.C.
By: /s/ James A. Hislop
------------------------
James A. Hislop
President
Page 15 of 19
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.
August 4, 2003
/s/ James A. Hislop
-------------------
James A. Hislop
Page 16 of 19
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.
August 4, 2003
/s/ Roger S. Penske
-------------------
Roger S. Penske
Page 17 of 19
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.
August 4, 2003
PENSKE CORPORATION
By /s/ Robert H. Kurnick, Jr.
----------------------------
Name: Robert H. Kurnick, Jr.
Title: President
Page 18 of 19
EXHIBIT INDEX
Exhibit 35 -- Voting and Transfer Rights Agreement, dated as of
August 1, 2003, by and among James A. Hislop, Roger
S. Penske, R.J. Peters & Co., LLC, Helmet Werner,
Gregory Penske, Roger S. Penske, Jr., Robert H.
Kurnick, Jr., Patrick J. Conroy, Walter P. Czarnecki,
Paul F. Walters, Lawrence N. Bluth, Gregory Houfley,
Edward Tracz, Brian Hard, Vince Hartnett, Ludvik
Koci, Mary Lou Pernicano and Penske Corporation.
Exhibit 36 -- Stock Pledge Agreement, dated as of August 1, 2003
given by International Motor Cars Group II, LLC in
favor of Penske Corporation.
Page 19 of 19