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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED
PURSUANT TO RULE 13D-1(B), (C) AND (D) AND AMENDMENTS THERETO
FILED PURSUANT TO RULE 13D-2(B)
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)
909440109
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(CUSIP Number)
April 24, 2003
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* 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 the disclosures provided in a prior cover page.
The information required in 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).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED
IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY
VALID OMB CONTROL NUMBER.
Page 1 of 13 pages
CUSIP No. 909440109
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
J.P. Morgan Partners (BHCA), L.P. (formerly known as Chase Equity
Associates, L.P.) 13-3371826
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
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(b) x
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3. SEC Use
Only
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4. Citizenship or Place of
Organization Delaware
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Number of Shares 5. Sole Voting Power 0
Beneficially Owned -----------------------------------------------------
by Each Reporting 6. Shared Voting Power 0
Person With: -----------------------------------------------------
7. Sole Dispositive Power 0
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8. Shared Dispositive Power 0
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9. Aggregate Amount Beneficially Owned by Each
Reporting Person 0
------
10. Check if the Aggregate Amount in Row (9) Excludes Certain
Shares (See Instructions) ------
11. Percent of Class Represented by Amount in Row (9) 0%
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12. Type of Reporting Person (See Instructions) PN
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Page 2 of 13 pages
CUSIP No. 909440109
PRELIMINARY NOTE:
On February 22, 2002, International Motor Cars Group I, L.L.C. ("IMCG I")
and J.P. Morgan Partners (BHCA), L.P. ("JPMP"), Combined Specialty Insurance
Company (formerly known as Virginia Surety Company, Inc.) ("AON"), Penske
Corporation, and Penske Capital Partners, L.L.C. (the "Managing Member", and
each of JPMP, AON and Penske Corporation, an "IMCG I Member"), being all the
members of IMCG I, entered into a letter agreement (the "IMCG I Letter
Agreement"). Under the terms of the IMCG I Letter Agreement, each IMCG I Member
may, in connection with its execution of a cash sale of shares of Series A
preferred stock or common stock of United Auto Group, Inc. (the "Issuer")
attributable to its membership interest in IMCG I, require that IMCG I
distribute such shares to that IMCG I Member, subject to certain conditions (an
"IMCG I Member Distribution"). Such conditions are as follows: (i) until
February 22, 2003, no IMCG I Member may require IMCG I to distribute any of the
shares of common stock obtained by IMCG I pursuant to its exercise of warrants
of the Issuer, unless immediately after giving effect to such distribution, no
other shares of Series A preferred stock, Series B preferred stock or common
stock of the Issuer are attributable to such IMCG I Member's membership interest
in IMCG I or, with respect to JPMP, IMCG II (as defined below) and (ii) other
than distributions permitted by the IMCG I Letter Agreement or in connection
with reallocation of shares to the Managing Member permitted under IMCG I's
operating agreement, IMCG I will not sell or otherwise transfer to a third party
any shares of the Issuer attributable to an IMCG I Member's membership interest,
without the prior written consent of such IMCG I Member. Moreover, neither IMCG
I nor any IMCG I Member can cause the conversion of any shares of Series A
preferred stock attributable to its membership interest, except in connection
with an IMCG I Member Distribution and upon receipt by IMCG I of notice of
redemption by the Issuer. Notwithstanding the foregoing, the Managing Member
shall have the right at any time to cause IMCG I to distribute to an IMCG I
Member all or a portion of the shares of Series A preferred stock and/or common
stock of the Issuer (or any proceeds of such shares) attributable to such IMCG I
Member's membership interest.
On February 22, 2002, International Motor Cars Group II, L.L.C. ("IMCG II")
and JPMP and the Managing Member (each of JPMP and the Managing Member, an "IMCG
II Member"), being all the members of IMCG II, entered into a letter agreement
(the "IMCG II Letter Agreement"). Under the terms of the IMCG II Letter
Agreement, each IMCG II Member may, in connection with its execution of a cash
sale of shares of Series A preferred stock, Series B preferred stock or common
stock of the Issuer attributable to its membership interest in IMCG II, require
that IMCG II distribute such shares to that IMCG II Member, subject to certain
conditions (an "IMCG II Member Distribution"). Such conditions are as follows:
(i) until February 22, 2003, no IMCG II Member may require IMCG II to distribute
any of the shares of common stock obtained by IMCG II pursuant to its exercise
of warrants of the Issuer, unless immediately after giving effect to such
distribution, no other shares of Series A preferred stock, Series B preferred
stock or common stock of the Issuer are attributable to such IMCG II Member's
membership interest in IMCG I or IMCG II and (ii) other than distributions
permitted by the IMCG II Letter Agreement or in connection with reallocation of
shares to the Managing Member permitted under IMCG II's operating agreement,
IMCG II will not sell or otherwise transfer to a third party any shares of the
Issuer attributable to an IMCG II Member's membership interest, without the
prior written consent of such IMCG II Member. Moreover, neither IMCG II nor any
IMCG II Member can cause the conversion of any shares of Series A preferred
stock or Series B preferred stock of the Issuer attributable to its membership
interest, except in connection with an IMCG II Member Distribution and upon
receipt by IMCG II of notice of redemption by the Issuer. Notwithstanding the
foregoing, the Managing Member shall have the right at any time to cause IMCG II
to distribute to an IMCG II Member all or a portion of the shares of Series A
preferred stock, Series B preferred stock and/or common stock of the Issuer (or
any proceeds of such shares) attributable to such IMCG II Member's membership
interest.
On May 2, 2002, in accordance with the Certificate of Designation of the
Series A preferred stock of the Issuer, (i) IMCG I converted 5,450.106 shares of
Series A preferred stock owned of record by it and acquired direct ownership of
the 5,570,160 shares of voting common stock of the Issuer (which included
120,054 shares of voting common stock of the Issuer received in lieu of cash
dividends accrued on the outstanding shares of Series A preferred stock during
the period from December 31, 2001 to May 2, 2002) and (ii) IMCG II converted
1,431.340 shares of Series A preferred stock owned of record by it and acquired
direct ownership of 1,462,869 shares of voting common stock of the Issuer (which
included 31,529 shares of voting common stock of the Issuer received in lieu of
cash dividends accrued on the outstanding shares of Series A preferred stock
during the period from December 31, 2001 to May 2, 2002).
On August 3, 2002, in accordance with the Certificate of Designation of the
Series B preferred stock of the Issuer, IMCG II converted 648.588 shares of
Series B preferred stock owned by record by it and acquired direct ownership of
652,452 shares of non-voting common stock of the Issuer.
As a result of the conversions of the Series A preferred stock and the
Series B preferred stock by IMCG I and IMCG II respectively, no Series A
preferred stock or Series B preferred stock remains issued and outstanding.
The number of shares reported as beneficially owned by JPMP in this
Schedule 13G represent the shares of the Issuer beneficially owned by JPMP as of
April 24, 2003 after giving effect to (i) the sale by JPMP of its membership
interests in IMCG I to a wholly-owned subsidiary of Penske Corporation (which
represents beneficial ownership of
Page 3 of 13 pages
CUSIP No. 909440109
1,614,708 shares of common stock of the Issuer) on April 15, 2003 (the "PENSKE
SALE"), (ii) the allocation of 43,929 shares of common stock of the Issuer to
the carry account of the Managing Member in connection with the Penske Sale,
(iii) the sale of 1,291,766 shares of common stock of the Issuer on April 24,
2003 to Mitsui & Co., Ltd. and the sale of 322,942 shares of common stock of the
Issuer on April 24, 2003 to Mitsui & Co. (U.S.A.) Inc. (collectively, the
"MITSUI SALE"), and (iv) the allocation of 70,525 shares of common stock of the
Issuer to the carry account of the Managing Member in connection with the Mitsui
Sale. Pursuant to the respective operating agreements of each of IMCG I and IMCG
II, the number of shares of the Issuer attributable to JPMP's membership
interests in IMCG I and IMCG II shall be reduced at the time of each IMCG I or
IMCG II Member Distribution to JPMP by the number of shares actually distributed
to JPMP and by the number of shares attributable to the carry account of the
Managing Member of IMCG I or IMCG II, as the case may be, pursuant to the
respective operating agreements of each of IMCG I and IMCG II with respect to
the shares so distributed to JPMP. JPMP has withdrawn as a member of each of
IMCG I and IMCG II.
Page 4 of 13 pages
CUSIP No. 909440109
ITEM 1.
(a) NAME OF ISSUER:
United Auto Group, Inc.
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
2555 Telegraph Road
Bloomfield Hills, Michigan 48302-0954
ITEM 2.
(a) NAME OF PERSON FILING:
J.P. Morgan Partners (BHCA), L.P.
Supplemental information relating to the ownership and control of the
person filing this statement is included in Exhibit 2(a) attached
hereto.
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
1221 Avenue of the Americas
New York, New York 10020
(c) CITIZENSHIP:
Delaware
(d) TITLE OF CLASS OF SECURITIES (OF ISSUER):
Common Stock, par value $0.0001 per share
(e) CUSIP NUMBER:
909440109
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TOSS.SS. 240. 13D-1(B) OR 240.
13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A:
Not applicable.
ITEM 4. OWNERSHIP
(a) AMOUNT BENEFICIALLY OWNED:
0
Page 5 of 13 pages
CUSIP No. 909440109
(b) PERCENT OF CLASS:
0
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS:
(i) Sole power to vote or to direct the vote: 0.
(ii) Shared power to vote or to direct the vote: 0.
(iii) Sole power to dispose or to direct the disposition of: 0.
(iv) Shared power to dispose or to direct the disposition of: 0.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
This statement is being filed to report the fact that as of April
24, 2003, the Reporting Person ceased to be the beneficial owner of
more than five percent (5%) of the class of securities.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not applicable.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not applicable.
ITEM 10. CERTIFICATION
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
Page 6 of 13 pages
CUSIP No. 909440109
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.
Date: April 24, 2003
J.P. MORGAN PARTNERS (BHCA), L.P.
By: JPMP Master Fund Manager, L.P., its General Partner
By: JPMP Capital Corp., its General Partner
By: /s/ CHRISTOPHER C. BEHRENS
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Name: Christopher C. Behrens
Title: Managing Director
Page 7 of 13 pages