UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
AMENDMENT NO. 4
UNITED AUTO GROUP, INC.
(Name of Issuer)
COMMON SHARES (PAR VALUE $0.0001 PER SHARE)
(Title of Class of Securities)
909440 10 9
(CUSIP Number)
MR. FUMIAKI MIYAMOTO, GENERAL MANAGER
THE AMERICAS DEPARTMENT
FIRST MOTOR VEHICLES DIVISION
MACHINERY BUSINESS UNIT
MITSUI & CO., LTD.
2-1 OHTEMACHI 1-CHOME,
CHIYODA-KU TOKYO, JAPAN
(PHONE) + 81-3-3285-4394
MR. SHIGEO ENOMOTO, GENERAL MANAGER
DETROIT MACHINERY DEPARTMENT
MACHINERY DIVISION
MITSUI & CO. (U.S.A.), INC.
1000 TOWN CENTER, SUITE 1900
SOUTHFIELD, MI 48075
(PHONE) 248-948-4171
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
Copy to:
CHRISTOPHER SMEALL
DEBEVOISE & PLIMPTON LLP
919 THIRD AVENUE
NEW YORK, NY 10022
(212) 909-6000
JANUARY 25, 2006
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purposes 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).
(Continued on following pages)
SCHEDULE 13D
CUSIP NO. 909440 10 9
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
Mitsui & Co., Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
98-0110185
--------------------------------------------------------------------------------
(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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Japan
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
SHARES 0
BENEFICIALLY ------------------------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 7,221,349
PERSON WITH ------------------------------------------------------------------
(9) SOLE DISPOSITIVE POWER
0
------------------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
7,221,349
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,221,349 (1)
--------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
(1)
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
(1) The parties to the Stockholders Agreement (as defined in Item 6) may be
deemed to constitute a "group" within the meaning of Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
Reporting Persons may be deemed to share beneficial ownership of the shares
of Common Stock owned by the other stockholder parties to the Stockholders
Agreement. The Reporting Persons expressly disclaim beneficial ownership of
any shares of Common Stock held by such other parties.
CUSIP NO. 909440 10 9
--------------------------------------------------------------------------------
(1) NAME OF REPORTING PERSON
Mitsui & Co. (U.S.A.), Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
13-2559853
--------------------------------------------------------------------------------
(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 IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(D) OR 2(E) [ ]
--------------------------------------------------------------------------------
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
New York
--------------------------------------------------------------------------------
NUMBER OF (7) SOLE VOTING POWER
SHARES 0
BENEFICIALLY ------------------------------------------------------------------
OWNED BY (8) SHARED VOTING POWER
EACH
REPORTING 7,221,349
PERSON WITH ------------------------------------------------------------------
(9) SOLE DISPOSITIVE POWER
0
------------------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
7,221,349
-------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,221,349 (1)
--------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [X]
(1)
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.4%
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
(1) The parties to the Stockholders Agreement (as defined in Item 6) may be
deemed to constitute a "group" within the meaning of Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the
Reporting Persons may be deemed to share beneficial ownership of the shares
of Common Stock owned by the other stockholder parties to the Stockholders
Agreement. The Reporting Persons expressly disclaim beneficial ownership of
any shares of Common Stock held by such other parties.
This Amendment No. 4 ("Amendment No. 4") amends and supplements the
statement on Schedule 13D initially filed by the Reporting Persons on April
11, 2003, as amended by Amendment No. 1 filed on April 24, 2003, by Amendment
No. 2 filed on February 17, 2004 and by Amendment No. 3 filed on March 26,
2004 (the "Statement"). Information reported in the Statement remains in
effect except to the extent that it is amended, restated or superseded by
information contained in this Amendment No. 4. Capitalized terms used and
not defined in this Amendment No. 4 shall have the meanings set forth in the
Statement.
ITEM 2. IDENTITY AND BACKGROUND
Item 2 of the Statement is hereby amended and supplemented as follows:
Information with respect to the directors and executive officers of the
Reporting Persons set forth in Annex A to the Statement is hereby amended and
restated in its entirety as set forth in Annex A to this Amendment No. 4, and is
incorporated herein by reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Statement is hereby supplemented as follows:
Lock-Up Letter Agreements
On January 25, 2006, each of the Reporting Persons respectively entered
into a Lock-Up Letter Agreement (the "Lock-Up Letter Agreements") with Merrill
Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated ("Merrill
Lynch") and Thomas Weisel Partners LLC ("Thomas Weisel"). The Lock-Up Letter
Agreements will, among other things, prohibit the Reporting Persons, during
a period of 90 days from the date of the Purchase Agreement dated as of
January 25, 2006 among United Auto Group, Inc. (the "Company"), Merrill Lynch,
Thomas Weisel and the Guarantors party thereto (as defined in the Purchase
Agreement), the Reporting Persons will not, subject to certain exceptions,
without the prior written consent of Merrill Lynch, directly or indirectly,
(i) offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option, right or
warrant for the sale of, or otherwise dispose of or transfer any shares of the
Company's common stock $0.0001 par value (the "Common Stock") or any securities
convertible into or exchangeable or exercisable for Common Stock, whether owned
by the Reporting Persons on the date of the Lock-Up Letter Agreements or
thereafter acquired by the Reporting Persons or with respect to which the
Reporting Persons had on the date of the Lock-Up Letter Agreements or thereafter
acquired the power of disposition, or file, or cause to be filed, any
registration statement under the Securities Act of 1933, as amended (the
"Securities Act"), with respect to any of the foregoing (collectively, the
"Lock-Up Securities") or (ii) enter into any swap or any other agreement or any
transaction that transfers, in whole or in part, directly or indirectly, the
economic consequence of ownership of the Lock-Up Securities, whether any such
swap or transaction is to be settled by delivery of Common Stock or other
securities, in cash or otherwise.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Purchase Agreement, dated April 4, 2003, between the Reporting
Persons and J.P. Morgan Partners (BHCA), L.P.*
Exhibit 2 Second Amended and Restated Stockholders Agreement, dated
February 22, 2002, among the Reporting Persons, International Motor Cars
Group I, L.L.C., International Motor Cars Group II, L.L.C., Penske
Corporation, Penske Automotive Holdings Corp., Penske Capital Partners,
L.L.C., Aeneas Venture Corporation, J.P. Morgan Partners (BHCA), L.P.,
Virginia Surety Company, Inc. and the Company.*
Exhibit 3 Mitsui Side Letter, dated February 28, 2001, among the
Reporting Persons, Penske Corporation and the Company.*
Exhibit 4 Amended and Restated Registration Rights Agreement, dated
February 22, 2002, between the Company and the Reporting Persons.*
Exhibit 5 Letter Agreement, dated April 4, 2003, among the Reporting
Persons, International Motor Cars Group I, L.L.C., International Motor Cars
Group II, L.L.C., Penske Corporation, Penske Automotive Holdings Corp. and
Penske Capital Partners, L.L.C.*
Exhibit 6 Purchase Agreement, dated February 16, 2004, between the
Reporting Persons, International Motor Cars Group I, L.L.C., International
Motor Cars Group II, L.L.C., Penske Corporation, Penske Automotive Holdings
Corp., and the Company.**
Exhibit 7 Form of Termination Agreement among the Reporting Persons,
International Motor Cars Group I, L.L.C., International Motor Cars Group II,
L.L.C., Penske Corporation, Penske Automotive Holdings Corp., Penske Capital
Partners, L.L.C., and the Company.**
Exhibit 8 Form of Stockholders Agreement among the Reporting Persons,
International Motor Cars Group I, L.L.C., International Motor Cars Group II,
L.L.C., Penske Corporation, and Penske Automotive Holdings Corp.**
Exhibit 9 Form of Second Amended and Restated Registration Rights
Agreement between the Company and the Reporting Persons.**
Exhibit 10 Lock-Up Letter Agreement, dated January 25, 2006, among
Mitsui & Co. (U.S.A.), Inc., Merrill Lynch & Co., Merrill Lynch Pierce, Fenner &
Smith Incorporated and Thomas Weisel Partners LLC.
Exhibit 11 Lock-Up Letter Agreement, dated January 25, 2006, among Mitsui
& Co., Ltd., Merrill Lynch & Co., Merrill Lynch Pierce, Fenner & Smith
Incorporated and Thomas Weisel Partners LLC.
* Previously filed on April 11, 2003 with the original Statement on
Schedule 13D.
** Previously filed on February 17, 2004 with Amendment No. 2 on
Schedule 13D/A.
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: January 27, 2006
MITSUI & CO., LTD.
By: /s/ Tatsuo Nakayama
--------------------------------
Name: Tatsuo Nakayama
Title: General Manager
First Motor Vehicles Division
MITSUI & CO. (U.S.A.), INC.
By: /s/ Kazuki Okamura
------------------------------
Name: Kazuki Okamura
Title: Senior Vice President and General
Manager, Machinery Division
ANNEX A
Unless otherwise indicated, the business address of the directors and
executive officers of Mitsui Japan is 2-1 Ohtemachi, 1-Chome, Chiyoda-Ku, Tokyo,
Japan and the business address of the directors and executive officers of Mitsui
USA is 200 Park Avenue, New York, NY 10166-0130. Each occupation set forth
opposite such person's name refers to employment with the Reporting Persons. To
the Reporting Persons' knowledge, none of the Reporting Persons' directors or
executive officers has been convicted in a criminal proceeding (excluding
traffic violations and similar misdemeanors) or was or is subject to a civil
judgment of the type described in clauses (d) or (e) of Item 2 of the Statement.
Unless otherwise indicated, each of the directors and officers of the Reporting
Persons is a citizen of Japan.
Directors and Executive Officers of Mitsui Japan
Number of Shares of
Occupation and Common Stock
Name Business Address Beneficially Owned
---- ---------------- ------------------
Nobuo Ohashi Chairman and Director --
Shoei Utsuda President and Chief Executive Officer --
Yasuo Hayashi (1) Executive Vice President --
Tetsuya Matsuoka Executive Vice President --
Masataka Suzuki Executive Vice President --
Gempachiro Aihara Senior Executive Managing Officer --
Yushi Nagata Senior Executive Managing Officer --
Hiroshi Tada Senior Executive Managing Officer --
Yasunori Yokote Senior Executive Managing Officer --
Kazuya Imai Senior Executive Managing Officer --
Akishige Okada Director --
Akira Chihaya Director --
Toshihiro Soejima (2) Senior Executive Managing Officer --
Motokazu Yoshida (3) Senior Executive Managing Officer --
Yoshiyuki Izawa (4) Executive Managing Officer --
Osamu Mori Executive Managing Officer --
Satoru Miura (5) Executive Managing Officer --
Masayoshi Sato Executive Managing Officer --
Ken Abe Executive Managing Officer --
Takao Sunami Executive Managing Officer --
Junichi Matsumoto Executive Managing Officer --
Shunichi Miyazaki Executive Managing Officer --
Hiroshi Ito Executive Managing Officer --
(1) Business address is 24-28 King William Street, London EC4R9AJ United
Kingdom.
(2) Business address is 34th Floor, CWTC Tower 1, 1 Jianguomenwai Street
Beijing 100004, China.
(3) Business address is 200 Park Avenue, New York, NY 10166-0130.
(4) Business address is 3-33 Nakanoshima 2-Chome, Kita-ku, Osaka-shi, Osaka-fu,
Japan
(5) Business address is 16-21 Meieki Minami 1-Chome, Nakamura-ku, Nagoya-shi,
Aichi-ken, Japan
Directors and Executive Officers of Mitsui USA
Number of Shares of
Occupation and Common Stock
Name Business Address Beneficially Owned
---- ---------------- ------------------
Kazuya Imai (1) (director) --
Motokazu Yoshida President & CEO (director) --
Osamu Koyama Executive Vice President (director) --
Keigo Matsubara Senior Vice President & Chief Financial --
Officer (director)
Hiroyuki Kato Senior Vice President & Chief --
Administrative Officer (director)
Masao Fuchi Senior Vice President & Chief --
Information Officer (director)
Yoneji Ishikawa Senior Vice President & Chief
Compliance Officer (director) --
Ichizo Kutsukake Senior Vice President --
Akira Nakaminato Senior Vice President --
Toshiaki Muramatsu Senior Vice President --
Masaaki Miura Senior Vice President --
Shinji Tsuchiya Senior Vice President --
Taku Morimoto Senior Vice President --
Noriaki Sakamoto Senior Vice President --
Yasuyuki Abe Senior Vice President --
Kazuhiko Fukuchi Senior Vice President --
Masahiko Tsumoto Senior Vice President --
Tsutomu Yoshida Senior Vice President --
Kazuki Okamura Senior Vice President --
Alan Getz (2) Vice President --
Osamu Toriumi Corporate Secretary --
(1) Business address is 2-1 Ohtemachi, 1-Chome, Chiyoda-Ku, Tokyo, Japan.
(2) A citizen of United States of America.