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Section 1: SC 13D/A (SC 13D/A)

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934
(Amendment No. 30)*

 

Penske Automotive Group, Inc.

(Name of Issuer)

 

Common Stock (Par Value $0.0001 per share)

(Title of Class of Securities)

 

70959W103

(CUSIP Number)

 

Lawrence N. Bluth, Esq.

General Counsel

Penske Corporation

2555 Telegraph Rd.

Bloomfield Hills, MI 48302

248-648-2500

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

March 27, 2018

(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 §240.13d-1(e), §240.13d-1(f) or §240.13d-1(g), check the following box: o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See §240.13d-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 purpose of Section 18 of the Securities Exchange Act of 1934 (the “Exchange 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).

 



 

CUSIP No.   70959W103

13D

 

 

 

 

 

1.

Names of Reporting Persons
Penske Corporation

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
Delaware

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Persons With:

7.

Sole Voting Power
0

 

8.

Shared Voting Power
34,181,121 (1)

 

9.

Sole Dispositive Power
0

 

10.

Shared Dispositive Power
34,181,121 (1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
35,293,254 (1)(2)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
41.5%

 

 

14.

Type of Reporting Person
CO

 


(1)

The aggregate amount beneficially owned by Penske Corporation reported on line 11 and the percent of class reported on line 13 reflects the beneficial ownership of shares of Voting Common Stock by Roger S. Penske and Penske Corporation as a group. The amount of Voting Common Stock beneficially owned by Penske Corporation without regard to such group status is 34,181,121 shares, representing 40.2% of the Voting Common Stock outstanding.

 

 

(2)

The parties to the Stockholders Agreement (as defined in Item 6 of Amendment 26 to the Schedule 13D, as amended) may be deemed to constitute a “group” within the meaning of Section 13(d) of the Exchange Act and, as a party to the Stockholders Agreement, Penske Corporation may be deemed to share beneficial ownership of the shares of Voting Common Stock owned by Mitsui & Co., Ltd. and Mitsui & Co. (U.S.A.), Inc. (“Mitsui”), the other stockholder party to the Stockholders Agreement. Penske Corporation expressly disclaims beneficial ownership of any shares of Voting Common Stock held by Mitsui. In Amendment 9 to Schedule 13D filed on March 27, 2018 by Mitsui, Mitsui reported beneficial ownership of 13,322,205 shares of Voting Common Stock. Including the shares reported by Mitsui under the Schedule 13D, Penske Corporation would beneficially own 47,503,326 shares, representing 55.9% of the Voting Common Stock outstanding.

 

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CUSIP No.   70959W103

13D

 

 

 

 

 

1.

Names of Reporting Persons
Roger S. Penske

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 x

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
United States

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Persons With:

7.

Sole Voting Power
657,774

 

8.

Shared Voting Power
34,635,480 (1)

 

9.

Sole Dispositive Power
657,774

 

10.

Shared Dispositive Power
34,635,480 (1)

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person
35,293,254 (1)

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11)
41.5%

 

 

14.

Type of Reporting Person
IN

 


(1)

The parties to the Stockholders Agreement (as defined in Item 6 of Amendment 26 to the Schedule 13D, as amended) may be deemed to constitute a “group” within the meaning of Section 13(d) of the Exchange Act and, as a party to the Stockholders Agreement, Mr. Penske may be deemed to share beneficial ownership of the shares of Voting Common Stock owned by Mitsui. Mr. Penske expressly disclaims beneficial ownership of any shares of Voting Common Stock held by Mitsui.  In Amendment 9 to Schedule 13D filed on March 27, 2018 by Mitsui, Mitsui reported beneficial ownership of 13,322,205 shares of Voting Common Stock. Including the shares reported by Mitsui under the Schedule 13D, Mr. Penske would beneficially own 48,615,459 shares, representing 57.2% of the Voting Common Stock outstanding.  454,361 of these shares are held indirectly via trust. 

 

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CUSIP No.   70959W103

13D

 

 

This Amendment No. 30 (this “Amendment”) amends and supplements the amended Schedule 13D filed on behalf of Penske Corporation, a Delaware corporation, and Roger S. Penske with the Securities and Exchange Commission on October 23, 2017 (the “Schedule 13D”), relating to the voting common stock, par value $0.0001 per share (the “Voting Common Stock”), of Penske Automotive Group, Inc., a Delaware corporation (the “Company”).  Penske Corporation and Roger S. Penske are the current reporting persons under the Schedule 13D (the “Reporting Persons”). Information reported in the Schedule 13D remains in effect to the extent that is amended, restated or superseded by information contained in this Amendment or a prior amendment.  Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D.

 

Item 2.  Identity and Background.

 

Item 2 of the Schedule 13D 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 Schedule 13D is hereby amended and restated in its entirety as set forth in Annex A to this Amendment and is incorporated herein by reference.

 

Item 5.  Interest in Securities of the Issuer.

 

Based on information provided by the Company, as of March 27, 2018, there were 84,975,410 shares of Voting Common Stock outstanding.  Based on this amount of shares of Voting Common Stock outstanding:

 

(a)           As of March 27, 2018:

 

·      Penske Corporation beneficially owned 35,293,254 shares of Voting Common Stock, representing 41.5% of the Voting Common Stock outstanding.  These figures reflect the beneficial ownership of shares of Voting Common Stock by Roger S. Penske and Penske Corporation as a group.  The number of shares of Voting Common Stock beneficially owned by Penske Corporation without regard to such group status is 34,181,121 shares, representing 40.2% of the outstanding Voting Common Stock.  See Annex A for beneficial ownership information with respect to directors and executive officers of Penske Corporation.

 

·      Roger S. Penske beneficially owned 35,293,254 shares of Voting Common Stock, representing 41.5% of the Voting Common Stock outstanding.

 

The parties to the Stockholders Agreement (as defined in Item 6 of Amendment 26 to the Schedule 13D, as amended) may be deemed to constitute a “group” within the meaning of Section 13(d) of the Exchange Act and, as a party to the Stockholders Agreement, each of Penske Corporation and Roger S. Penske may be deemed to share beneficial ownership of the shares of Voting Common Stock owned by Mitsui.  Penske Corporation and Roger S. Penske expressly disclaim beneficial ownership of any shares of Voting Common Stock held by Mitsui. In Amendment 9 to Schedule 13D filed on March 27, 2018 by Mitsui, Mitsui reported beneficial ownership of 13,322,205 shares of Voting Common Stock. Including the shares reported by Mitsui under its Schedule 13D, Penske Corporation and Roger S. Penske would beneficially own 48,615,459 shares of Voting Common Stock, representing 57.2% of the Voting Common Stock outstanding.

 

(b)           As of March 27, 2018:

 

Penske Corporation shared power to direct the vote of 34,181,121 shares of Voting Common Stock and shared power to direct the disposition of 34,181,121 shares of Voting Common Stock.  See Annex A for information with respect to directors and executive officers of Penske Corporation.

 

Roger S. Penske had the sole power to direct the vote of 657,774 shares of Voting Common Stock, shared

 

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power to direct the vote of 34,635,480 shares of Voting Common Stock, had the sole power to direct the disposition of 657,774 shares of Voting Common Stock and shared power to direct the disposition of 34,635,480 shares of Voting Common Stock.

 

Item 6.  Contracts, Arrangements, Undertakings or Relationships with Respect to Securities of the Issuer.

 

On March 27, 2018, Penske Corporation and its wholly owned subsidiary, Penske Automotive Holdings Corp. (together with Penske Corporation, “Penske”) entered into a Letter Agreement with Mitsui, pursuant to which the parties amended certain provisions of the Stockholders Agreement (as defined in Item 6 to Amendment 26 to Schedule 13D, as amended) to extend the term by six years through March 26, 2030.  All other provisions of the Stockholders Agreement remain in full force and effect.  A copy of the Letter Agreement is filed with this Amendment as Exhibit 22 and is incorporated herein by reference.

 

Item 7.  Materials to be Filed as Exhibits.

 

Exhibit 22             Letter Agreement re: Amendment of Stockholders Agreement dated March 27, 2018, by and among Penske Corporation, Penske Automotive Holdings Corp., Mitsui & Co. Ltd. and Mitsui & Co. (U.S.A.), Inc.

 

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CUSIP No.   70959W103

13D

 

 

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.

 

 

PENSKE CORPORATION

 

 

 

/s/ Robert H. Kurnick, Jr.

 

Robert H. Kurnick, Jr.

 

 

 

Vice Chairman

 

 

 

March 27, 2018

 

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CUSIP No.   70959W103

13D

 

 

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.

 

 

 

/s/ Roger S. Penske

 

Roger S. Penske

 

 

 

March 27, 2018

 

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CUSIP No.   70959W103

13D

 

 

Annex A

 

Executive Officers and Directors of Penske Corporation

 

The name, present principal occupation or employment, and the name, principal business and address of any corporation or other organization in which such employment is conducted, of each of the directors and executive officers of Penske Corporation is set forth below. Each executive officer and each director of Penske Corporation is a citizen of the United States.

 

Name

 

Occupation and Business Address

 

# of Shares of Common
Stock Beneficially Owned

EXECUTIVE OFFICERS

 

 

 

 

Roger S. Penske

 

Chairman of the Board and Chief Executive Officer, Penske Corporation (1)

 

See Item 5

Robert H. Kurnick, Jr.

 

Vice Chairman, Penske Corporation (1)

 

93,120

Claude H. Denker III

 

President, Penske Corporation (1) 

 

29,004

Walter P. Czarnecki, Sr.

 

Executive Vice President, Penske Corporation (1)

 

22,594

Lawrence N. Bluth

 

Executive Vice President, Secretary and General Counsel, Penske Corporation (1)

 

12,932

Randall W. Johnson

 

Executive Vice President — Human Resources and Administration, Penske Corporation (1)

 

6,905

J. Patrick Conroy

 

Executive Vice President — Chief Financial Officer Penske Corporation (1)

 

20

DIRECTORS

 

 

 

 

Roger S. Penske

 

Chairman of the Board and Chief Executive Officer, Penske Corporation (1)

 

See Item 5

Robert H. Kurnick, Jr.

 

Vice Chairman, Penske Corporation (1)

 

93,120

Walter P. Czarnecki, Sr.

 

Executive Vice President, Penske Corporation (1)

 

22,594

Stephen R. D’Arcy

 

Partner, Quantum Group LLC
2301 W. Big Beaver Road, Suite 535
Troy, MI 48084

 

1,500

Gregory W. Penske

 

President, Penske Motor Group, LLC
3534 N. Peck Road
El Monte, California 91731

 

33,420

Roger S. Penske, Jr.

 

President, SoCal Penske
2010 East Garvey Ave.
West Covina, CA 91791

 

1,594

Richard J. Peters

 

Managing Director, Transportation Resource Partners, L.P. (1)

 

20,760

Patrick G. Ryan, Jr.

 

Chief Executive Officer, Incisent Labs Group
833 W. Jackson Blvd., Suite 800
Chicago, IL 60607

 

0

Matthew P Cullen

 

CEO, Jack Entertainment
580 Monroe
Detroit, MI 48226

 

0

Brian Hard

 

President, Penske Truck Leasing Corporation

 

22,634

 

8



 

 

 

2675 Morgantown Road
Reading, PA 19607

 

 

Michael Eisenson

 

Co-Chairman, Charlesbank Capital Partners
200 Clarendon Street, 54
th Floor
Boston, MA 02116

 

96,657

R. Jamison Williams, Jr.

 

Senior Partner, Williams, Williams, Rattner & Plunkett
380 N. Woodward Ave., Suite 300
Birmingham, MI 48009

 

3,224

Charles G. McClure

 

Managing Partner, Michigan Capital Partners
39520 Woodward Ave., Suite 205
Bloomfield Hills, MI 48304

 

0

Blair Penske Hall

 

Private Investor, c/o Penske Corporation (1)

 

2,450

Jay C. Penske

 

Chairman and CEO, Penske Media Corporation
11175 Santa Monica Blvd.
Los Angeles, CA 90025

 

0

Mark H. Penske

 

Chairman and CEO, United Advisors Wealth Management
40 Wall Street, Suite 1708
New York City, NY 10005

 

0

 


(1)  The business address of this individual is 2555 Telegraph Road, Bloomfield Hills, Michigan 48302-0954.

 

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Section 2: EX-22 (EX-22)

Exhibit 22

 

EXECUTION VERSION

 

March 27, 2018

 

Penske Corporation

Penske Automotive Holdings Corp.

c/o Penske Corporation

2555 Telegraph Road

Bloomfield Hills, Michigan 48302

Attention: General Counsel
Telecopy:  (248) 648-2511

 

Re:   Second Amendment of PAG Stockholders Agreement

 

Ladies and Gentlemen:

 

Reference is made to the Stockholders Agreement, dated as of July 30, 2013 (the “PAG Stockholders Agreement”), by and among Mitsui & Co., Ltd., a Japanese company (“Mitsui Japan”), Mitsui & Co. (U.S.A.), Inc., a New York corporation (“Mitsui USA”, and together with Mitsui Japan, “Mitsui”), Penske Corporation, a Delaware corporation (“Penske Corporation”) and Penske Automotive Holdings Corp., a Delaware corporation (“Penske Holdings”, and together with Penske Corporation, “Penske”), as amended by that Letter Agreement, dated October 20, 2017, by and among Mitsui and Penske.

 

WHEREAS, Mitsui and Penske desire to amend the PAG Stockholders Agreement in accordance with Section 6.4 therein to extend such agreement’s term;

 

NOW, THEREFORE, in consideration of the premises, mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1.              Term.  The reference to “March 26, 2024” in Section 5.1 of the PAG Stockholders Agreement is hereby replaced with “March 26, 2030”.

 

2.              No Other Amendments.  Other than as expressly amended by Item 1 hereof, all other provisions of the PAG Stockholders Agreement shall remain in full force and effect.

 

3.              Governing Law.  THIS LETTER AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO THE CONFLICTS OF LAW PRINCIPLES THEREOF WHICH MIGHT RESULT IN THE APPLICATION OF THE LAWS OF ANY OTHER JURISDICTION.

 

4.              Counterparts; Execution and Delivery.  This Letter Agreement may be executed in counterparts, each of which shall constitute an original, but all of which when taken together shall constitute a single contract.  Delivery of an executed counterpart of a signature page of this Letter Agreement by email, facsimile or other electronic imaging means shall be as effective as delivery of a manually executed counterpart of this Letter Agreement.  This Letter Agreement shall be effective as of the date hereof.

 

 

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

 



 

 

Yours very truly,

 

 

 

MITSUI & CO., LTD.

 

 

 

 

 

/s/ Masashi Yamanaka

 

Name:    Masashi Yamanaka

 

Title:      General Manager, Second Motor Vehicles Division, Integrated Transportation Systems Business Unit I

 

 

 

 

 

MITSUI & CO. (U.S.A.), INC.

 

 

 

 

 

/s/ Yoshimi Namba

 

Name:    Yoshimi Namba

 

Title:      Senior Vice President

 

 

ACCEPTED AND AGREED AS OF THE DATE FIRST ABOVE WRITTEN:

 

PENSKE CORPORATION

 

 

 

 

 

/s/ Robert H. Kurnick, Jr.

 

Name: Robert H. Kurnick, Jr.

 

Title: Vice-Chairman

 

 

 

 

 

PENSKE AUTOMOTIVE HOLDINGS CORP.

 

 

 

 

 

/s/ Robert H. Kurnick, Jr.

 

Name: Robert H. Kurnick, Jr.

 

Title: President

 

 


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