UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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. MUNEMASA IZUMI, GENERAL MANAGER
FIRST BUSINESS DEPARTMENT
FIRST MOTOR VEHICLES DIVISION
MOTOR VEHICLES, MARINE & AEROSPACE BUSINESS UNIT
MITSUI & CO., LTD.
2-1 OHTEMACHI 1-CHOME,
CHIYODA-KU TOKYO, JAPAN
(PHONE) + 81-3-3285-4289
MR. SHIGEO ENOMOTO, GENERAL MANAGER
DETROIT MACHINERY & AUTOMOTIVE DEPARTMENT
SECOND MACHINERY DIVISION
MITSUI & CO. (U.S.A.), INC.
DETROIT OFFICE
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:
WILLIAM D. REGNER, ESQ.
DEBEVOISE & PLIMPTON
919 THIRD AVENUE
NEW YORK, NY 10022
(212) 909-6000
APRIL 4, 2003
(Date of Event which Requires Filing Statement on Schedule 13D)
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 ss.ss. 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)
2
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) |_|
(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 3,170,349
REPORTING -----------------------------------------------------------
PERSON (9) SOLE DISPOSITIVE POWER
WITH 0
-----------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
3,170,349
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,170,349
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
3
SCHEDULE 13D
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) |_|
(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 3,170,349
REPORTING -----------------------------------------------------------
PERSON (9) SOLE DISPOSITIVE POWER
WITH 0
-----------------------------------------------------------
(10) SHARED DISPOSITIVE POWER
3,170,349
--------------------------------------------------------------------------------
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,170,349
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(12) CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
8.2%
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
(14) TYPE OF REPORTING PERSON
CO
--------------------------------------------------------------------------------
4
ITEM 1. SECURITY AND ISSUER
This statement on Schedule 13D (the "Statement") relates to the Common
Stock, par value $0.0001 per share (the "Common Stock"), of United Auto Group,
Inc., a Delaware corporation (the "Company"), whose principal executive offices
are located at 2555 Telegraph Road, Bloomfield Hills, Michigan 48302-0954.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Statement is being filed by Mitsui & Co., Ltd., a Japanese
company ("Mitsui Japan"), and by Mitsui & Co. (U.S.A.), Inc., a New York
corporation and a wholly owned subsidiary of Mitsui Japan ("Mitsui USA" and,
together with Mitsui Japan, the "Reporting Persons" or "Mitsui").
The Reporting Persons are primarily engaged in the business of
worldwide trading of various commodities.
(b) The business address of Mitsui Japan is 2-1 Ohtemachi, 1-Chome,
Chiyoda-Ku, Tokyo, Japan. The business address of Mitsui USA is 200 Park Avenue,
New York, NY 10166-0130.
(c) Not Applicable.
(d) Neither of the Reporting Persons has, during the last five years,
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Neither of the Reporting Persons has, during the last five years,
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or a finding
of any violation with respect to such laws.
Information with respect to the directors and executive officers of the
Reporting Persons is set forth in Annex A to this Statement and is incorporated
herein by reference.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The source of funds for the purchase of the Common Stock by the
Reporting Persons is working capital.
ITEM 4. PURPOSE OF TRANSACTION
On April 4, 2003, the Reporting Persons and J.P. Morgan Partners
(BHCA), L.P. ("JPMP") entered into a Stock Purchase Agreement (the "Purchase
Agreement") pursuant to which the Reporting Persons, subject to the terms and
conditions thereof, agreed to purchase from JPMP 1,614,708 shares of Common
Stock for a purchase price of $19,376,496. The Purchase Agreement provides that
Mitsui Japan will purchase 1,291,766 shares of Common Stock and Mitsui USA will
purchase 322,942 shares of Common Stock. The obligations of the Reporting
Persons to effect the transactions contemplated by the Purchase Agreement are
conditioned on the receipt by the Reporting Persons of all requisite corporate
approvals of
5
Mitsui Japan and Mitsui USA to consummate such transactions. Upon written
notice of either party, the Purchase Agreement will terminate if the
transactions contemplated by the Purchase Agreement are not completed on or
prior to April 30, 2003. Corporate approval of such transactions is in the sole
discretion of the relevant committees of the boards of directors of Mitsui Japan
and Mitsui USA and the Reporting Persons shall not be subject to any liability
in the event of any failure to gain such corporate approval. A copy of the
Purchase Agreement is filed as Exhibit 1 to this Statement and is incorporated
herein by reference.
The shares of Common Stock reported by the Reporting Persons were
acquired for investment purposes. Prior to entering into the Purchase Agreement,
the Reporting Persons owned 1,555,641 shares of Common Stock, which they
acquired, beginning on February 28, 2001, in negotiated transactions from the
Company and from stockholders of the Company. See Item 6 of this Statement,
which is incorporated herein by reference. Subject to the beneficial ownership
limitation set forth in the Stockholders Agreement described in Item 6 of this
Statement, the Reporting Persons may in the future seek to acquire, alone or in
conjunction with others, additional shares of Common Stock, through open market
purchases, negotiated transactions, tender offer, merger, reorganization or
otherwise. Future purchases will depend on market, business and economic
conditions, availability of capital, factors relating to the Company (including
the market price of the Common Stock) and other factors that the Reporting
Persons may consider relevant. In addition, the Reporting Persons may seek at
any time to dispose of all or a portion of their shares of Common Stock, through
open market transactions, negotiated transactions or otherwise. Future sales
will depend on the factors set forth above. There can be no assurance that the
Reporting Persons will purchase any additional shares of Common Stock or dispose
of any shares of Common Stock.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Reporting Persons beneficially own, within the meaning of Rule
13d-3 under the Securities Exchange Act of 1934 (the "Exchange Act"), an
aggregate of 3,170,349 shares of Common Stock. The Common Stock owned by the
Reporting Persons constitutes approximately 8.2% of the Common Stock issued and
outstanding (computed on the basis of 38,839,026 shares of Common Stock issued
and outstanding, as reported in the Company's Annual Report on Form 10-K, filed
with the Securities and Exchange Commission on March 31, 2003). To the Reporting
Persons' knowledge, other persons named in Item 2 do not beneficially own,
within the meaning of Rule 13d-3 under the Exchange Act, any Common Stock.
(b) Mitsui Japan and Mitsui USA have the shared power to vote and
dispose of 3,170,349 shares of Common Stock.
(c) Transactions in the Common Stock that were effected during the past
sixty days by the persons named in response to paragraph (a) above are set forth
below:
On April 4, 2003, Mitsui Japan and Mitsui USA agreed to purchase from
JPMP 1,291,766 and 322,942 shares of Common Stock, respectively, pursuant to the
Purchase Agreement and subject to the terms and conditions thereof (including
the condition as to
6
receipt of requisite corporate approvals of Mitsui Japan and
Mitsui USA), at a cash price of $12.00 per share.
(d) None.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
See Item 4 to this Statement, which is incorporated herein by reference.
Second Amended and Restated Stockholders Agreement
--------------------------------------------------
On February 22, 2002, International Motor Cars Group I, L.L.C. ("IMCG
I"), International Motor Cars Group II, L.L.C. ("IMCG II"), Penske Corporation,
Penske Automotive Holdings Corp. ("Penske Automotive"), Penske Capital Partners,
L.L.C. ("PCP"), Aeneas Venture Corporation ("Aeneas"), Mitsui Japan and Mitsui
USA (collectively, the "Restricted Stockholders") and JPMP and Virginia Surety
Company, Inc. ("AON") entered into the Second Amended and Restated Stockholders
Agreement (the "Stockholders Agreement"). The Stockholders Agreement is filed as
Exhibit 2 to this Statement and is incorporated herein by reference.
Pursuant to the Stockholders Agreement, the Restricted Stockholders
agree to use their reasonable best efforts to cause the Board of Directors to
consist of nine members, as follows: (i) Roger S. Penske, (ii) four individuals
designated by IMCG I and IMCG II, (iii) one individual nominated by Mitsui, and
(iv) three independent directors. In addition, the Restricted Stockholders agree
to use their reasonable best efforts to cause the Compensation Committee of the
Board of Directors to consist of Roger S. Penske, an individual designated by
IMCG I and IMCG II and two independent directors.
In the event that IMCG I and IMCG II, together with Penske Corporation,
Penske Automotive, and PCP, cease to hold in the aggregate, beneficial ownership
(as defined in Rule 13d-3 under the Exchange Act) of at least 20% in the
Company, the number of individuals IMCG I and IMCG II will be entitled to
designate will be reduced from four individuals by one individual for each 2.5%
reduction in the aggregate beneficial ownership of IMCG I and IMCG II, together
with Penske Corporation, Penske Automotive, and PCP, below 20% and in the event
that IMCG I and IMCG II, together with Penske Corporation, Penske Automotive,
and PCP, cease to hold in the aggregate, beneficial ownership of at least 10% in
the Company, IMCG I and IMCG II shall cease to be entitled to designate any
individuals to be supported by the other Restricted Stockholders. In the event
that Mitsui ceases to hold in the aggregate, beneficial ownership of at least
2.5%, Mitsui shall cease to be entitled to designate any individuals to be
supported by the other Restricted Stockholders.
The Stockholders Agreement contains certain restrictions on the
acquisition of the Company's equity securities and certain other actions by the
Restricted Stockholders. At any
7
time prior to December 14, 2003, no Restricted Stockholder will be permitted,
directly or indirectly, to: (a) except as described below, acquire ownership of
(i) any capital stock of the Company, or direct or indirect rights (including
convertible securities) or options to acquire such capital stock or (ii) any of
the assets or businesses of the Company, or direct or indirect rights or options
to acquire such assets or businesses; (b) offer, seek, or propose to enter into
any transaction of merger, consolidation, sale of substantial assets or any
other business combination involving the Company; (c) make, or in any way
participate, directly or indirectly, in any "solicitation" of "proxies" (as such
terms are defined or used in Regulation 14A under the Exchange Act) or become a
"participant" in any "election contest" (as such terms are defined or used under
the prior Rule 14a-11 under the Exchange Act) to vote, or seek to advise or
influence any person or entity with respect to the voting of, any voting
securities of the Company or any of its affiliates; (d) initiate or propose any
stockholder proposals for submission to a vote of stockholders, whether by
action at a stockholder meeting or by written consent, with respect to the
Company, or except as provided in the Stockholders Agreement propose any person
for election to the Board of Directors of the Company; (e) disclose to any third
party, or make any filing under the Exchange Act, including, without limitation,
under Section 13(d) thereof, disclosing any intention, plan or arrangement
inconsistent with the foregoing; (f) form, join or in any way participate in a
group to take any actions otherwise prohibited by the terms of the Stockholders
Agreement; (g) enter into any discussions, negotiations, arrangements or
understandings with any third party with respect to any of the foregoing; or (h)
make any public announcement with respect to any of the foregoing. In addition,
IMCG I and IMCG II will be restricted from acquiring additional equity
securities of the Company except as described below.
Notwithstanding the provisions described in the prior paragraph, the
Stockholders Agreement will not prohibit: (a) any transaction by a Restricted
Stockholder approved by either (i) a majority of the members of the Board of
Directors who are neither designated by or affiliated with such Restricted
Stockholder, or (ii) the holders of a majority of the Common Stock of the
Company excluding shares held by such Restricted Stockholder and its affiliates;
(b) in the case of IMCG I and IMCG II, the acquisition of securities or of
beneficial ownership of securities if, after giving effect to such acquisition,
the beneficial ownership of IMCG I and IMCG II in the Company is less than or
equal to 65%; (c) in the case of each of Aeneas and Mitsui, the acquisition of
securities or of beneficial ownership of securities if, after giving effect to
such acquisition, the beneficial ownership of each such Restricted Stockholder
in the Company is less than or equal to 49% (d) the granting by the Board of
Directors of stock options to affiliates of the Restricted Stockholders; (e) the
exercise of stock options; or (f) any transaction contemplated by, or in
furtherance of, a certain letter agreement between the Company, IMCG I, IMCG II
and JPMP regarding regulatory matters, a certain registration rights agreement
entered into by JPMP, AON and the Company providing JPMP and AON with various
registration rights or the Stockholders Agreement.
Pursuant to the Stockholders Agreement, (a) JPMP or IMCG I and/or IMCG
II on behalf of JPMP, was obligated to hold shares of Series A Preferred Stock,
Series B Preferred Stock or Common Stock representing at least 3,122,449 shares
of Common Stock on an as converted basis (as may be adjusted from time to time)
(the "JPMP Standstill Shares") until January 31, 2003 and must first offer the
JPMP Standstill Shares, to Penske Corporation, prior to selling or transferring,
at any time after February 1, 2003 but before February 1, 2005, any of such JPMP
Standstill Shares to a third party (including transfers in an underwritten
public offering but excluding transfers to certain affiliates and permitted
8
transferees). The Reporting Persons understand that by letter dated April 4,
2003, Penske Corporation waived compliance with the first offer right in
connection with the transactions contemplated by the Purchase Agreement.
In addition, in the event any of IMCG I, IMCG II, Penske Corporation,
Penske Automotive or PCP sells or otherwise transfers equity securities in the
Company to a third party prior to February 1, 2005 (other than (i) transfers to
an affiliate or permitted transferee, (ii) transfers at the direction of JPMP of
securities held by IMCG I or IMCG II for the account of JPMP, (iii) transfers to
PCP's Carry Account (as defined in the Stockholders Agreement), (iv) transfers
of securities held for PCP's account or in the PCP Carry Account to PCP, or (v)
transfers by PCP to its members or by such members to their members ad
infinitum), each must permit Aeneas, Mitsui and JPMP to participate in such sale
or other transfer on a pro rata basis.
Mitsui Side Letter
------------------
On February 28, 2001, the Company, Penske Corporation, Mitsui Japan and
Mitsui USA entered into a letter agreement (the "Mitsui Side Letter"). The
Mitsui Side Letter is attached as Exhibit 3 to this Statement and is
incorporated herein by reference. Pursuant to the Mitsui Side Letter, Penske
Corporation agreed that (a) prior to the second anniversary of the closing date
of Mitsui's February 28, 2001 acquisition of Common Stock, Penske Corporation
would not make any direct or indirect sale or transfer of any Common Stock in a
private transaction unless, prior to making such private transaction, Penske
Corporation gives Mitsui an opportunity to participate in the private
transaction on a pro rata basis, (b) for so long as Mitsui owns at least 2.5% of
the Common Stock, Penske Corporation will and will cause Penske Automotive and
all its affiliates, except the Purchasers, to vote all of the Common Stock
beneficially owned by them in favor of the person to be nominated as a director
of the Company by Mitsui, (c) for so long as Mitsui owns at least 2.5% of the
Common Stock, the Company will appoint to a senior executive position of the
Company, the nominee selected by Mitsui, and (d) if Mitsui acquires additional
Common Stock which in the aggregate constitutes holdings of Common Stock of 5%
or more on a fully diluted basis, the Company will enter into an amendment of
the Registration Rights Agreement (as defined below), pursuant to which Mitsui
will have the right to register its Common Stock in connection with a registered
offering under the Securities Act of 1933, as amended (the "Securities Act"),
subject to reduction on a pro rata basis with Penske Corporation in the event of
a limitation on the number of shares to be included in such offering.
Registration Rights Agreement
-----------------------------
On February 22, 2002, the Company and the Reporting Persons entered
into an Amended and Restated Registration Rights Agreement (the "Registration
Rights Agreement"). A copy of the Registration Rights Agreement is filed as
Exhibit 4 to this Statement and is incorporated herein by reference.
Pursuant to the Registration Rights Agreement, if PCP, Penske
Corporation, IMCG I, IMCG II or Penske Automotive exercises its right to cause
the Company to effect the registration under the Securities Act of its
Registrable Securities (as such term is defined in each of the registration
rights agreements between such party and the Company) (such registrations to
exclude registrations by IMCG I or IMCG II on behalf of JPMP), and the Company
proposes to register any such Registrable Securities on Form S-1, S-2 or S-3,
9
Mitsui shall have the right to participate in such registration pursuant to the
procedures and restrictions set forth in the Amended and Restated Registration
Rights Agreement.
Under the Registration Rights Agreement, the Company is obligated to
take all actions reasonably necessary to enable Mitsui to sell its Common Stock
without registration under Rule 144 or similar exemption.
Letter Agreement
----------------
On April 4, 2003, the Reporting Persons, Penske Corporation, PCP,
Penske Automotive, IMCG I and IMCG II entered into a letter agreement (the
"Letter Agreement") which granted the Reporting Persons pro-rata "tag-along"
rights during the period beginning February 1, 2005 and ending on January 31,
2006 in the event of a transfer of Common Stock by IMCG I, IMCG II, Penske
Corporation, Penske Automotive or PCP. These tag-along rights are substantially
similar to the rights the Reporting Persons currently hold pursuant to the
Stockholders Agreement which expires on February 1, 2005. In addition, pursuant
to the Letter Agreement, prior to making any filings required by Section 13 of
the Exchange Act, each of the Reporting Persons, on the one hand, and Penske
Corporation, PCP, Penske Automotive, IMCG I and IMCG II, on the other hand, will
provide the other parties with reasonable opportunity to review and comment on
such filings. The Letter Agreement terminates upon the earlier of (i) the date
on which the Purchase Agreement is terminated pursuant to its terms and (ii) the
date on which the Reporting Persons cease to own any equity security of the
Company. A copy of the Letter Agreement is filed as Exhibit 5 to this Statement
and is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit 1 Purchase Agreement
Exhibit 2 Stockholders Agreement
Exhibit 3 Mitsui Side Letter
Exhibit 4 Registration Rights Agreement
Exhibit 5 Letter Agreement
10
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: April 11, 2003
MITSUI & CO., LTD.
By: /s/ Munemasa Izumi
-----------------------------------------------
Name: Munemasa Izumi
Title: General Manager
First Motor Vehicles Division
MITSUI & CO. (U.S.A.), INC.
By: /s/ Osamu Koyama
-----------------------------------------------
Name: Osamu Koyama
Title: Senior Vice President
11
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 or 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 Executive Director --
Shoei Utsuda President and Chief Executive Officer --
Retsu Imaizumi Executive Director --
Hiroshi Nagata Executive Vice President --
Kazumi Nakagawa Executive Vice President --
Norio Shoji (1) Executive Vice President --
Tasuku Kondo Senior Executive Managing Officer --
Katsuto Momii (2) Senior Executive Managing Officer --
Tetsuya Matsuoka Senior Executive Managing Officer --
Yasuo Hayashi Senior Executive Managing Officer --
Masataka Suzuki Senior Executive Managing Officer --
Toshihiko Sarahira Executive Managing Officer --
Gempachiro Aihara (3) Executive Managing Officer --
Yushi Nagata Executive Managing Officer --
Jun Moriyama Executive Managing Officer --
Hiroshi Tada Executive Managing Officer --
Motokazu Yoshida Executive Managing Officer --
Yoshiyuki Kagawa Executive Managing Officer --
(1) Business address is 20 Old Bailey, London EC4M 7QQ, United
Kingdom.
(2) Business address is 200 Park Avenue, New York, NY 10166-0130.
(3) Business address is Units 06-09, 33rd Floor, CWTC Tower 1, 1
Jianguomenwai Street Beijing 100004, China.
12
Directors and Executive Officers of Mitsui USA
----------------------------------------------
Number of Shares of
Occupation and Common Stock
Name Business Address Beneficially Owned
---- ---------------- ------------------
Katsuto Momii President & Chief Executive Officer (director) --
Shogo Suzuki Senior Vice President (director) --
Masatoshi Shimada Senior Vice President & Chief Financial Officer --
(director)
Junsaku Kitamura Senior Vice President (director) --
Masahiko Tsumoto Senior Vice President --
Mitsuo Matsuura Senior Vice President --
Kimiharu Okura Senior Vice President --
Mitsuo Nagahara Senior Vice President --
Yoshinori Ishida Senior Vice President --
Shigeo Toyama Senior Vice President --
Osamu Koyama Senior Vice President (1) --
Yoshiyasu Maruoka Senior Vice President (2) --
Mamoru Mizushima Senior Vice President (3) --
Noriyuki Sato Senior Vice President (4) --
Kazutoshi Muramatsu Senior Vice President (5) --
Osamu Toriumi Corporate Secretary --
(1) Business address is 200 East Randolph Drive, Suite 5200,
Chicago, Illinois 60601-7125.
(2) Business address is 1000 Louisiana, Suite 5700, Houston, Texas
77002-5092.
(3) Business address is 601 South Figueroa Street, Suite 1900, Los
Angeles, CA 90017.
(4) Business address is 1001 Fourth Avenue Plaza, Suite 3950,
Seattle, Washington 98154-1196.
(5) Business address is 750 17th Street Suite 400, N.W.,
Washington D.C. 20006.
13
EXHIBIT INDEX
Exhibit 1 Stock Purchase Agreement, dated as of April 4, 2003, among
Mitsui & Co., Ltd., Mitsui & Co. (U.S.A.), Inc. and J.P. Morgan
Partners (BCHA), L.P.
Exhibit 2 Second Amended and Restated Stockholders Agreement, dated as of
February 22, 2002, among Aeneas Venture Corporation, Penske
Corporation, Penske Automotive Holdings, Corp., Penske Capital
Partners, L.L.C., International Motor Cars Group I, L.L.C.,
International Motor Cars Group II, L.L.C., Mitsui & Co., Ltd.,
Mitsui & Co. (U.S.A), Inc. and J.P. Morgan Capital Partners
(BCHA), L.P.
Exhibit 3 Letter Agreement, dated as of February 28, 2001, among United
Auto Group, Inc., Penske Corporation, Mitsui & Co., Ltd. and
Mitsui & Co. (U.S.A.), Inc..
Exhibit 4 Amended and Restated Registration Rights Agreement, dated as of
February 22, 2002, among United Auto Group, Inc., Mitsui & Co.,
Ltd. and Mitsui & Co. (U.S.A.), Inc.
Exhibit 5 Letter Agreement, dated as of April 4, 2003, among Mitsui & Co.,
Ltd., Mitsui & Co. (U.S.A.), Inc., Penske Corporation, Penske
Automotive Holdings, Corp., Penske Capital Partners, L.L.C.,
International Motor Cars Group I, L.L.C. and International Motor
Cars Group II, L.L.C.
14