+
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 15)*
United Auto Group, Inc.
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(Name of Issuer)
Common Stock (Par Value $ 0.0001 Per Share)
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and Non Voting Common Stock (Par Value $0.0001 Per Share)
(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
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New York, NY 10004
212-859-8000
(Name, Address and Telephone Number of Persons Authorized to
Receive Notices and Communications)
August 15, 2001
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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
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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) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
NOT APPLICABLE
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
---------- ------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 7,393,260
SHARES
-------- ------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
-------- ------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
7,393,260
REPORTING
-------- ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
------------------------- -------- ------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,433,783
---------- ------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.6%
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14 TYPE OF REPORTING PERSON
OO
---------- ------------------------------------------------------------------
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
NOT APPLICABLE
---------- ------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
NOT APPLICABLE
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
---------- ------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 2,071,856
SHARES
-------- ------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
-------- ------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
2,071,856
REPORTING
-------- ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
------------------------- -------- ------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,433,783
---------- ------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.6%
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14 TYPE OF REPORTING PERSON
OO
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SCHEDULE 13D
------------------------------------------
CUSIP No. 909440 10 9
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PENSKE CAPITAL PARTNERS, L.L.C.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
NOT APPLICABLE
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
---------- ------------------------------------------------------------------
7 SOLE VOTING POWER
NUMBER OF 9,869,461
SHARES
-------- ------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
-------- ------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
550,965
REPORTING
-------- ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 9,318,496
------------------------- -------- ------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,433,783
---------- ------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.6%
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14 TYPE OF REPORTING PERSON
OO
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SCHEDULE 13D
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CUSIP No. 909440 10 9
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
JAMES A. HISLOP
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
NOT APPLICABLE
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
NOT APPLICABLE
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
NUMBER OF 75,000
SHARES
-------- ------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 9,869,461
-------- ------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
75,000
REPORTING
-------- ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 9,869,461
------------------------- -------- ------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,433,783
---------- ------------------------------------------------------------------
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%
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14 TYPE OF REPORTING PERSON
IN
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SCHEDULE 13D
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CUSIP No. 909440 10 9
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
ROGER S. PENSKE
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |X|
(b) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
NOT APPLICABLE
---------- ------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
NOT APPLICABLE
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
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7 SOLE VOTING POWER
NUMBER OF 441,667
SHARES
-------- ------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 19,917,116
-------- ------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
441,667
REPORTING
-------- ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 19,917,116
------------------------- -------- ------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,433,783
---------- ------------------------------------------------------------------
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
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SCHEDULE 13D
------------------------------------------
CUSIP No. 909440 10 9
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
PENSKE CORPORATION
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
NOT APPLICABLE
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
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7 SOLE VOTING POWER
NUMBER OF 10,047,655
SHARES
-------- ------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
-------- ------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
10,047,655
REPORTING
-------- ------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 5,863,678
------------------------- -------- ------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,433,783
---------- ------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES |_|
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.6%
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14 TYPE OF REPORTING PERSON
CO
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This Amendment No. 15 ("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, and Amendment No. 14 filed on June 26, 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. The Schedule 13D is hereby amended and supplemented as
follows:
ITEM 2. IDENTITY AND BACKGROUND.
On August 15, 2002, each of Mitsui, Penske Automotive, and the
Company entered into a separate agreement to purchase shares of Voting
Common Stock at $15.85 per share from Combined Specialty Insurance Company
(formerly Virginia Surety Company)("AON").
By reason of the these stock purchase agreements, Mitsui and the
Reporting Persons may be deemed to constitute a Group. Neither the fact of
this filing nor anything contained herein shall be deemed an admission by
the Reporting Persons that such a Group exists, and the existence of any
such Group is hereby expressly disclaimed. The Reporting Persons hereby
expressly disclaim any beneficial ownership in any Voting Common Stock
beneficially owned by Mitsui.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The total amount of funds used to purchase 50,000 shares of
Voting Common Stock of the Company purchased by Penske Corporation through
Penske Automotive, its wholly owned subsidiary, on June 26, 2002, was
$1,003,000. 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 used to purchase 75,000 shares of
Voting Common Stock of the Company purchased by James A. Hislop between
June 26 and August 19, 2002 was $259,280 and such funds were obtained from
the personal funds of James A. Hislop.
The total amount of funds used to purchase the 100,784 shares of
Voting Common Stock of the Company purchased by Penske Corporation through
Penske Automotive, its wholly owned subsidiary on August 15, 2002, from AON
pursuant to the Purchase Agreement by and among AON and Penske Automotive
(the "AON Stock Purchase Agreement") was $1,597,426.40 and such funds were
obtained from the working capital of Penske Corporation and were
contributed by Penske Corporation to Penske Automotive.
ITEM 4. PURPOSE OF TRANSACTION.
The shares purchased by Penske Corporation through Penske
Automotive, its wholly owned subsidiary, pursuant to the AON Stock Purchase
Agreement were purchased for investment purposes.
The shares of Voting Common Stock purchased by James A. Hislop
were purchased for investment purposes.
ITEM 5. INTERESTS IN SECURITIES OF THE ISSUER.
The Reporting Persons were advised by the Company that as of
August 19, 2002 there were 38,836,579 shares of Voting Common Stock
outstanding (not including any securities convertible into Voting Common
Stock.
(a) As of August 19, 2002, as a result of the transactions
previously reported on this Schedule 13D and (i) the distribution of the
1,363,562 shares of Voting Common Stock to non-managing members and 57,842
shares of Voting Common Stock to the managing member of IMCG I reported
herein, (ii) the distribution of the 129,822 shares of Voting Common Stock
to the managing member of IMCG II reported herein, (iii) the receipt of
652,452 shares of Voting Common Stock upon the conversion of the Series B
Preferred Stock including 3,864 shares of Voting Common Stock received in
lieu of cash dividends accrued on the outstanding shares of Series B
Preferred Stock since June 30, 2002, and (iv) the purchase of (x) of 15,000
shares of Voting Common Stock by James A. Hislop and (y) 50,000 shares of
Voting Common Stock by Penske Corporation through Penske Automotive, each
in open market purchases between the date of the filing of Amendment No. 14
to this Schedule 13D and August 19, 2002, the Reporting Persons may be
deemed to be the beneficial owners of an aggregate of 20,433,783 shares of
Voting Common Stock, which constitutes approximately 50.6% of the
40,364,359 shares of Voting Common Stock deemed to be outstanding for this
purpose. The 40,364,359 shares deemed to be outstanding was determined by
adding the 38,836,579 shares of Voting Common Stock outstanding as of
August 19, 2002 to the 1,527,580 shares of Voting Common Stock into which
the securities reported as beneficially owned by the Reporting Persons are
convertible.
As of August 19, 2002, taking into account only those securities
held by the Reporting Persons that are currently outstanding and have
voting rights, the Reporting Persons held approximately 48.7% of the voting
power with respect to matters coming before the holders of the Voting
Common Stock.
(b) As of August 19, 2002, assuming the conversion into Voting
Common Stock of the shares of Non-Voting Common Stock, IMCG I has the sole
power to direct the vote of 7,393,260 shares of Voting Common Stock, and
IMCG II has the sole power to direct the vote of 2,071,856 shares of Voting
Common Stock, in each case subject to certain restrictions contained in the
Restated Stockholders Agreement. PCP has the sole power to direct the vote
of 9,869,461 shares of Voting Common Stock. Penske Corporation has the sole
power to direct the vote of 10,047,655 shares of Voting Common Stock. Roger
S. Penske has the sole power to direct the vote of 20,000 shares of Voting
Common Stock, and, upon (x) the exercise of the Second Closing Options, (y)
the exercise of a portion of an option (such portion covering 16,667 shares
of Voting Common Stock) previously granted to Roger S. Penske, which
portion vested in part on January 14, 2001 and in part on January 14, 2002,
and (z) the exercise of a portion of an option (such portion covering 5,000
shares of Voting Common Stock) previously granted to Roger S. Penske, which
portion vested on February 28, 2002, Roger S. Penske will have the sole
power to direct the vote of an aggregate of 441,667 shares of Voting Common
Stock and shared power to direct the vote of 19,917,116 shares of Voting
Common Stock. James A. Hislop has the sole power to direct the vote of
75,000 shares of Voting Common Stock and shared power to direct the vote of
9,869,461 shares of Voting Common Stock.
As of August 19, 2002, subject to certain restrictions contained
in the IMCG I Letter Agreement and the IMCG II Letter Agreement, as
applicable:
o IMCG I has the sole power to direct the disposition of
7,393,260 shares of Voting Common Stock,
o IMCG II has the sole power to direct the disposition of
2,071,856 shares of Voting Common Stock,
o Penske Corporation has the sole power to direct the
disposition of 10,047,655 shares of Voting Common Stock
and the shared power to direct the disposition of
5,863,678 shares of Voting Common Stock,
o PCP has the sole power to direct the disposition of
550,965 shares of Voting Common Stock and the shared
power to direct the disposition of 9,318,496 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 (x) the exercise of the Second Closing
Options, (y) the exercise of a portion of an option
(such portion covering 16,667 shares of Voting Common
Stock) previously granted to Roger S. Penske, which
portion vested in part on January 14, 2001 and in part
on January 14, 2002 and (z) the exercise of a portion
of an option (such portion covering 5,000 shares of
Voting Common Stock) previously granted to Roger S.
Penske, which portion vested on February 28, 2002,
Roger S. Penske will have the sole power to direct the
disposition of an aggregate of 441,667 shares of Voting
Common Stock and the shared power to direct the
disposition of 19,917,116 shares of Voting Common
Stock, and
o James A. Hislop has the sole power to direct the
disposition of 75,000 shares of Voting Common Stock and
the shared power to direct the disposition of 9,869,461
shares of Voting Common Stock.
(c) Between the date of the filing of Amendment No. 14 to this
Schedule 13D and August 19, 2002, Penske Corporation purchased the
following shares of Voting Common Stock, through its wholly owned
subsidiary Penske Automotive, in an open market transactions on the New
York Stock Exchange:
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Purchase Date Number of Shares Per Share Purchase Price
------------- ---------------- ------------------------
------------------------------------------------------------------------------
June 26, 2002 50,000 $20.06
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Between the date of the filing of Amendment No. 14 to this
Schedule 13D and August 19, 2002, James A. Hislop purchased the following
shares of Voting Common Stock, all in open market transactions on the New
York Stock Exchange:
------------------------------------------------------------------------------
Purchase Date Number of Shares Per Share Purchase Price
------------- ---------------- ------------------------
------------------------------------------------------------------------------
July 31, 2002 12,400 $17.40
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July 31, 2002 2,300 $16.75
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July 31, 2002 300 $16.65
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On July 8, 2002, (i) IMCG I distributed 57,847 shares of Voting
Common Stock to its managing member and (ii) IMCG II distributed 129,822
shares of Voting Common Stock to its managing member.
On August 3, 2002, in accordance with the Certificate of
Designation of the Series B Preferred Stock, IMCG II converted 648.588
shares of Series B Preferred Stock owned of record by it and acquired
direct ownership of the 652,452 shares of Voting Common Stock (which
includes 3,864 shares of Voting Common Stock received in lieu of cash
dividends accrued on the outstanding shares of Series B Preferred Stock
since June 30, 2002).
On August 15, 2002, IMCG I distributed 1,363,562 shares of Voting
Common Stock to certain of its non-managing members for such members to
sell pursuant to Rule 144 and intends to distribute 110,947 shares of
Voting Common Stock to its managing member.
On August 15, 2002, (i) Penske Corporation through Penske
Automotive, its wholly owned subsidiary, purchased from AON 100,784 shares
of Voting Common Stock pursuant to the AON Stock Purchase Agreement, (ii)
Mitsui purchased from AON 253,315 shares of Voting Common Stock pursuant to
the Purchase Agreement dated as of August 15, 2002, by and among AON and
Mitsui and (iii) the Company purchased from AON 1,009,463 shares of Voting
Common Stock pursuant to the Purchase Agreement, dated as of August 15,
2002, by and among AON and the Company, all at a cash price of $15.85 per
share.
Except as described herein, none of the Reporting Persons have
effected any transactions in the Voting Common Stock since June 26, 2002,
the date of filing of the fourteenth amendment to this Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
AON Stock Purchase Agreement
----------------------------
On August 15, 2002, Penske Corporation through Penske Automotive,
its wholly owned subsidiary, purchased from AON 100,784 shares of Voting
Common Stock pursuant to the AON Stock Purchase Agreement at a cash price
of $15.85 per share.
A majority of the disinterested members of the Board of Directors
of the Company authorized and approved the AON Stock Purchase Agreement.
For this purpose, Roger S. Penske, James A. Hislop and Rich Peters, a
principal at PCP and president of Penske Corporation, were deemed
interested members of the Board of Directors because of their pecuniary
interests in the foregoing transactions. This fact was fully disclosed to
the Board of Directors at the time of the vote.
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 19, 2002
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.
August 19, 2002
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.
August 19, 2002
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.
August 19, 2002
/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.
August 19, 2002
/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.
August 19, 2002
PENSKE CORPORATION
By: /s/ Robert Kurnick
----------------------------------
Name: Robert Kurnick
Title: Executive Vice President
EXHIBIT INDEX
Exhibit 29 -- Purchase Agreement, dated as of August 15, 2002,
by and among Combined Specialty Insurance Company
(formerly Virginia Surety Company, Inc.) and
Penske Automotive Holdings Corp.