Table of Contents
As filed with the Securities and Exchange Commission on July 15, 2008
Registration No. 333-134170
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
Form S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PENSKE AUTOMOTIVE GROUP, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 22-3086739 | |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
SEE TABLE OF ADDITIONAL REGISTRANTS
2555 Telegraph Road, Bloomfield Hills, MI 48302 248-648-2500
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Shane M. Spradlin, Esq.
Senior Vice President, General Counsel and Secretary
Penske Automotive Group, Inc.
2555 Telegraph Road
Bloomfield Hills, MI 48302
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Senior Vice President, General Counsel and Secretary
Penske Automotive Group, Inc.
2555 Telegraph Road
Bloomfield Hills, MI 48302
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. o
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: o
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. þ
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer þ | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) | Smaller reporting company o |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ
CALCULATION OF REGISTRATION FEE
| Proposed Maximum | |||||||||||||||||
| Title of Each Class of | Amount to | Aggregate Offering | Amount of | ||||||||||||||
| Securities to be Registered | be Registered | Price | Registration Fee(1) | ||||||||||||||
| 3.5% Senior Subordinated Convertible Notes due 2026 (“3.5% Notes”) | $ | 375,000,000 | $ | 375,000,000 | $ | 40,125 | |||||||||||
| Guarantees of 3.5% Notes(2) | n/a | n/a | n/a | ||||||||||||||
| Common stock(3) | 7,913,475 | n/a | (4) | n/a | (4) | ||||||||||||
| (1) | The registration fee was paid upon the filing of the original registration statement. | |
| (2) | Guarantees of the payment of principal and interest on the 3.5% Notes were provided by subsidiaries of the registrant. No separate consideration was received for such guarantees and, pursuant to Rule 457(n) of the Securities Act of 1933, no separate registration fee is payable for such guarantees. | |
| (3) | Represents shares of common stock issuable upon conversion of the notes based on a conversion rate of 21.1026 shares per $1,000 principal amount of notes and an indeterminate number of additional shares of common stock issuable upon conversion of notes, pursuant to Rule 416 under the Securities Act of 1933, that may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. | |
| (4) | Pursuant to Rule 457(i) under the Securities Act of 1933, no additional registration fee is required in connection with the registration of the common stock issuable upon conversion of the 3.5% Notes. |
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| SIGNATURES | ||||||||
Table of Contents
TABLE OF ADDITIONAL REGISTRANT GUARANTORS
| State or Other | ||||
| Jurisdiction of | I.R.S. Employer | |||
| Exact Name of Registrant Guarantor | Incorporation | Identification | ||
| or Specified in its Charter (1) | or Organization | Number | ||
| AUTO MALL PAYROLL SERVICES, INC. | Florida | 65-0168491 | ||
| BRETT MORGAN CHEVROLET-GEO, INC. | Delaware | 62-1666250 | ||
| CENTRAL FORD CENTER, INC. | Arkansas | 71-0472936 | ||
| CJNS, LLC | Delaware | 86-1024936 | ||
| CLASSIC AUTO GROUP, INC. | New Jersey | 22-3115638 | ||
| CLASSIC ENTERPRISES, LLC | Delaware | 22-3115638 | ||
| CLASSIC IMPORTS, INC. | New Jersey | 22-3528527 | ||
| CLASSIC MANAGEMENT COMPANY, INC. | New Jersey | 22-3271563 | ||
| CLASSIC MOTOR SALES, LLC | Delaware | 22-3555425 | ||
| CLASSIC NISSAN OF TURNERSVILLE, LLC | Delaware | 52-2097845 | ||
| CLASSIC TURNERSVILLE, INC. | New Jersey | 22-3523436 | ||
| COVINGTON PIKE DODGE, INC. | Delaware | 62-1470261 | ||
| D. YOUNG CHEVROLET, LLC | Delaware | 35-2035177 | ||
| DAN YOUNG CHEVROLET, INC. | Indiana | 35-1123225 | ||
| DAN YOUNG MOTORS, LLC | Delaware | 35-2035179 | ||
| DEALER ACCESSORIES, LLC | Delaware | 26-0111056 | ||
| DIFEO PARTNERSHIP, LLC | Delaware | 22-3145559 | ||
| EUROPA AUTO IMPORTS, INC. | California | 95-2305855 | ||
| FLORIDA CHRYSLER PLYMOUTH, INC. | Florida | 59-2676162 | ||
| FRN OF TULSA, LLC | Delaware | 74-2870051 | ||
| GENE REED CHEVROLET, INC. | So. Carolina | 57-0714181 | ||
| GMG MOTORS, INC. | California | 95-2691214 | ||
| GOODSON NORTH, LLC | Delaware | 74-2962016 | ||
| GOODSON PONTIAC-GMC, LLC | Delaware | 74-2962015 | ||
| GOODSON SPRING BRANCH, LLC | Delaware | 74-2962017 | ||
| HT AUTOMOTIVE, LLC | Delaware | 41-2251059 | ||
| JS IMPORTS, LLC | Delaware | 65-0634169 | ||
| KMPB, LLC | Delaware | 33-0959285 | ||
| KMT/UAG, INC. | California | 95-3189650 | ||
| LANDERS AUTO SALES, LLC | Arkansas | 84-1664308 | ||
| LANDERS BUICK PONTIAC, INC. | Arkansas | 71-0765000 | ||
| LANDERS FORD NORTH, INC. | Arkansas | 71-0833592 | ||
| LANDERS FORD, INC.** | Delaware | 62-1786911 | ||
| LANDERS NISSAN, LLC ** | Delaware | 62-1842244 | ||
| LANDERS UNITED AUTO GROUP NO. 2, INC. | Arkansas | 71-0796323 | ||
| LATE ACQUISITION I, LLC | Delaware | 33-1011098 | ||
| LATE ACQUISITION II, LLC | Delaware | 33-1011096 | ||
| LMNS, LLC | Delaware | 86-1024935 | ||
| LRP, LTD. | Arizona | 86-0805727 | ||
| MICHAEL CHEVROLET-OLDSMOBILE, INC. | So. Carolina | 57-0917132 | ||
| MOTORCARS ACQUISITION II, LLC | Delaware | 38-3526433 | ||
| MOTORCARS ACQUISITION III, LLC | Delaware | 38-3526235 | ||
| MOTORCARS ACQUISITION IV, LLC | Delaware | 38-3569545 | ||
| MOTORCARS ACQUISITION V, LLC | Delaware | 87-0721680 | ||
| MOTORCARS ACQUISITION VI, LLC | Delaware | 86-1121782 | ||
| MOTORCARS ACQUISITION, LLC | Delaware | 38-3526432 |
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| State or Other | ||||
| Jurisdiction of | I.R.S. Employer | |||
| Exact Name of Registrant Guarantor | Incorporation | Identification | ||
| or Specified in its Charter (1) | or Organization | Number | ||
| NATIONAL CITY FORD, INC. | Delaware | 33-0834429 | ||
| NISSAN OF NORTH OLMSTED, LLC ** | Delaware | 38-3597513 | ||
| PALM AUTO PLAZA, LLC | Delaware | 65-1272503 | ||
| PEACHTREE NISSAN, INC. | Georgia | 58-1273321 | ||
| PMRC, LLC | Delaware | 22-3881752 | ||
| REED-LALLIER CHEVROLET, INC.** | North Carolina | 56-1632500 | ||
| RELENTLESS PURSUIT ENTERPRISES, INC. | California | 93-1008771 | ||
| SA AUTOMOTIVE, LTD. | Arizona | 86-0583813 | ||
| SAU AUTOMOTIVE, LTD. | Arizona | 86-0839423 | ||
| SCOTTSDALE FERRARI, LLC | Arizona | 86-0981831 | ||
| SCOTTSDALE JAGUAR, LTD. | Arizona | 86-0527896 | ||
| SCOTTSDALE MANAGEMENT GROUP, LTD. | Arizona | 86-0573438 | ||
| SIGMA MOTORS, INC. | Arizona | 86-1047752 | ||
| SK MOTORS, LLC | Delaware | 32-0212884 | ||
| SL AUTOMOTIVE, LLC | Delaware | 38-3763696 | ||
| SOMERSET MOTORS, INC. | New Jersey | 22-2986160 | ||
| SUN MOTORS, LLC | Delaware | 30-0438071 | ||
| THE NEW GRACELAND DODGE, INC. ** | Tennessee | 62-1292399 | ||
| TRI-CITY LEASING, INC. | California | 95-2690090 | ||
| UAG ATLANTA H1, LLC | Delaware | 30-0282545 | ||
| UAG ATLANTA IV MOTORS, INC. | Georgia | 58-1092076 | ||
| UAG CAPITOL, INC. | Delaware | 76-0759095 | ||
| UAG CARIBBEAN, INC. | Delaware | 13-3980142 | ||
| UAG CAROLINA, INC. | Delaware | 13-3959601 | ||
| UAG CENTRAL FLORIDA MOTORS, LLC ** | Delaware | 75-3086724 | ||
| UAG CENTRAL REGION MANAGEMENT, INC. | Indiana | 38-3537233 | ||
| UAG CERRITOS, LLC** | Delaware | 33-0913909 | ||
| UAG CHCC, INC. | New Jersey | 22-2990922 | ||
| UAG CHEVROLET, INC. | New Jersey | 22-2762327 | ||
| UAG CITRUS MOTORS, LLC | Delaware | 59-3525335 | ||
| UAG CLASSIC, INC. | Delaware | 13-3987807 | ||
| UAG CLOVIS, INC. | Delaware | 76-0759096 | ||
| UAG CONNECTICUT, LLC | Delaware | 06-1589742 | ||
| UAG DULUTH, INC. | Texas | 58-1786146 | ||
| UAG EAST, LLC | Delaware | 13-3944970 | ||
| UAG ESCONDIDO A1, INC. | Delaware | 20-3697398 | ||
| UAG ESCONDIDO H1, INC. | Delaware | 20-3697348 | ||
| UAG ESCONDIDO M1, INC. | Delaware | 20-3697423 | ||
| UAG FAYETTEVILLE I, LLC | Delaware | 71-0858576 | ||
| UAG FAYETTEVILLE II, LLC | Delaware | 71-0858577 | ||
| UAG FAYETTEVILLE III, LLC | Delaware | 71-0858578 | ||
| UAG FINANCE COMPANY, INC. | Delaware | 13-3953915 | ||
| UAG GRACELAND II, INC. | Delaware | 13-3991339 | ||
| UAG HUDSON, INC. | New Jersey | 22-1919268 | ||
| UAG INTERNATIONAL HOLDINGS, INC. | Delaware | 51-0393682 | ||
| UAG KISSIMMEE MOTORS, INC. | Delaware | 58-2361341 | ||
| UAG LANDERS SPRINGDALE, LLC | Delaware | 71-0846659 | ||
| UAG LOS GATOS, INC. | Delaware | 76-0759098 | ||
| UAG MARIN, INC. | Delaware | 76-0759100 | ||
| UAG MEMPHIS II, INC. | Delaware | 62-1722683 |
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| State or Other | ||||
| Jurisdiction of | I.R.S. Employer | |||
| Exact Name of Registrant Guarantor | Incorporation | Identification | ||
| or Specified in its Charter (1) | or Organization | Number | ||
| UAG MEMPHIS IV, INC. | Delaware | 62-1722679 | ||
| UAG MEMPHIS MANAGEMENT, INC. | Delaware | 62-1722677 | ||
| UAG MICHIGAN CADILLAC, LLC | Delaware | 38-3543705 | ||
| UAG MICHIGAN H1, LLC | Delaware | 42-1539792 | ||
| UAG MICHIGAN H2, LLC | Delaware | 06-1732404 | ||
| UAG MICHIGAN PONTIAC-GMC, LLC | Delaware | 38-3543709 | ||
| UAG MICHIGAN T1, LLC | Delaware | 38-3543711 | ||
| UAG MICHIGAN TMV, LLC | Delaware | 38-3544903 | ||
| UAG NANUET I, LLC | Delaware | 22-3784977 | ||
| UAG NANUET II, LLC | Delaware | 22-3784978 | ||
| UAG NEVADA LAND, LLC | Delaware | 86-1008719 | ||
| UAG NORTHEAST, LLC | Delaware | 13-3914694 | ||
| UAG OLDSMOBILE OF INDIANA, LLC | Indiana | 38-3523400 | ||
| UAG PHOENIX VC, LLC | Delaware | 06-1590478 | ||
| UAG ROYAL PALM, LLC | Delaware | 80-0072974 | ||
| UAG SAN DIEGO A1, INC. | Delaware | 20-3697335 | ||
| UAG SAN DIEGO AU, INC. | Delaware | 20-3955972 | ||
| UAG SAN DIEGO H1, INC. | Delaware | 20-3697304 | ||
| UAG SAN DIEGO JA, INC. | Delaware | 47-0957524 | ||
| UAG SAN DIEGO MANAGEMENT, INC. | Delaware | 20-3955897 | ||
| UAG SOUTHEAST, INC. | Delaware | 13-3865530 | ||
| UAG SPRING, LLC | Delaware | 74-2981371 | ||
| UAG STEVENS CREEK II, INC. | Delaware | 47-0957526 | ||
| UAG SUNNYVALE, INC. | Delaware | 76-0759097 | ||
| UAG TORRANCE, INC.** | Delaware | 47-0934123 | ||
| UAG TULSA JLM, LLC** | Delaware | 06-1742289 | ||
| UAG TULSA VC, LLC ** | Delaware | 22-3877257 | ||
| UAG TURNERSVILLE MOTORS, LLC | Delaware | 84-1629421 | ||
| UAG VC II, LLC ** | Delaware | 43-2090811 | ||
| UAG VK, LLC | Delaware | 38-3590846 | ||
| UAG WEST BAY AM, LLC | Delaware | 61-1442389 | ||
| UAG WEST BAY FM, LLC | Delaware | 86-1088680 | ||
| UAG WEST BAY IA, LLC | Delaware | 30-0150593 | ||
| UAG WEST BAY IAU, LLC | Delaware | 61-1442390 | ||
| UAG WEST BAY IB, LLC | Delaware | 35-2196049 | ||
| UAG WEST BAY II, LLC | Delaware | 38-3672787 | ||
| UAG WEST BAY IL, LLC | Delaware | 30-0150590 | ||
| UAG WEST BAY IM, LLC | Delaware | 37-1458215 | ||
| UAG WEST BAY IN, LLC | Delaware | 04-3805793 | ||
| UAG WEST BAY IP, LLC | Delaware | 32-3360132 | ||
| UAG WEST BAY IV, LLC | Delaware | 32-0060125 | ||
| UAG WEST BAY IW, LLC | Delaware | 36-4521984 | ||
| PAG WEST, LLC | Delaware | 13-3914611 | ||
| PAG EAST, LLC | Delaware | 32-2035279 | ||
| UAG YOUNG II, INC. | Delaware | 13-3985679 | ||
| UAG/PFS, INC. | Arizona | 86-0376346 | ||
| UNITED FORD BROKEN ARROW, LLC | Delaware | 26-0111055 | ||
| UNITED FORD NORTH, LLC | Delaware | 26-0111052 | ||
| UNITED FORD SOUTH, LLC** | Delaware | 26-0111051 | ||
| UNITED NISSAN, INC. (A GEORGIA CORPORATION) | Georgia | 58-2038392 | ||
| UNITED NISSAN, INC. (A TENNESSEE CORPORATION) | Tennessee | 62-0790848 |
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| State or Other | ||||
| Jurisdiction of | I.R.S. Employer | |||
| Exact Name of Registrant Guarantor | Incorporation | Identification | ||
| or Specified in its Charter (1) | or Organization | Number | ||
| UNITED RANCH AUTOMOTIVE, LLC | Delaware | 86-1008720 | ||
| UNITEDAUTO DODGE OF SHREVEPORT, INC. | Delaware | 72-1393145 | ||
| UNITEDAUTO SCOTTSDALE PROPERTY HOLDINGS, LLC | Delaware | 86-1123497 | ||
| WEST PALM AUTO MALL, INC. | Florida | 65-0050208 | ||
| WEST PALM NISSAN, LLC | Delaware | 06-1773996 | ||
| WEST PALM S1, LLC | Delaware | 14-1961285 | ||
| WESTBURY SUPERSTORE, LTD. | New York | 11-2983989 | ||
| YOUNG AUTOMOTIVE HOLDINGS, LLC | Delaware | 35-2035053 | ||
| YOUNG MANAGEMENT GROUP, INC. | Indiana | 35-1897920 | ||
| ATLANTIC AUTO FUNDING CORPORATION | Delaware | 16-1480801 | ||
| ATLANTIC AUTO SECOND FUNDING CORPORATION | Delaware | 16-1502671 | ||
| ATLANTIC AUTO THIRD FUNDING CORPORATION | Delaware | 16-1505549 | ||
| PAG MICHIGAN HOLDINGS, LLC | Delaware | 30-0193048 | ||
| UAG NORTHEAST BODY SHOP, INC. | Delaware | 13-4044770 | ||
| UAG REALTY, LLC | Delaware | 38-3543708 | ||
| UAG TEXAS II, INC. | Delaware | 13-3933083 | ||
| UAG TEXAS, LLC | Delaware | 13-3933080 | ||
| UAG TULSA HOLDINGS, LLC | Delaware | 51-0410923 | ||
| UAG TURNERSVILLE REALTY, LLC | Delaware | 38-3543708 | ||
| UNITEDAUTO FIFTH FUNDING, INC. | Delaware | 16-1549850 | ||
| UNITED AUTO LICENSING, LLC | Delaware | 38-3556189 | ||
| UNITED AUTOCARE PRODUCTS, LLC | Delaware | 13-3922210 | ||
| UNITEDAUTO FINANCE, INC. | Delaware | 16-1456003 | ||
| UNITEDAUTO FOURTH FUNDING INC. | Delaware | 16-1543345 | ||
| DIFEO HYUNDAI PARTNERSHIP | New Jersey | 22-3186280 | ||
| DIFEO NISSAN PARTNERSHIP | New Jersey | 22-3186257 | ||
| DIFEO CHRYSLER PLYMOUTH JEEP EAGLE PARTNERSHIP | New Jersey | 22-3186252 | ||
| DIFEO LEASING PARTNERSHIP | New Jersey | 22-3193493 | ||
| DANBURY AUTO PARTNERSHIP | Connecticut | 06-1349205 | ||
| DIFEO TENAFLY PARTNERSHIP | New Jersey | 22-3186285 | ||
| OCT PARTNERSHIP | New Jersey | 22-3248303 | ||
| HUDSON MOTORS PARTNERSHIP | New Jersey | 22-3186282 | ||
| COUNTY AUTO GROUP PARTNERSHIP | New Jersey | 13-3678489 | ||
| SOMERSET MOTORS PARTNERSHIP | New Jersey | 22-3186283 | ||
| SHANNON AUTOMOTIVE, LTD. | Texas | 76-0528837 | ||
| UAG HOUSTON ACQUISITION, LTD. | Texas | 38-3542915 | ||
| WTA MOTORS, LTD. | Texas | 33-1011102 | ||
| UAG GD, LTD. | Texas | 06-1664576 | ||
| UAG GN, LTD. | Texas | 06-1664569 | ||
| UAG GP, LTD. | Texas | 06-1664579 | ||
| UAG GW, LTD. | Texas | 06-1664570 | ||
| UAG MINNEAPOLIS B1, LLC | Delaware | 76-0819658 | ||
| CLASSIC OLDSMOBILE PONTIAC-GMC, LTD. | Texas | 74-2355160 | ||
| CLASSIC SPECIAL AUTOMOTIVE GP, LLC | Texas | 88-0485938 | ||
| CLASSIC SPECIAL AUTOMOTIVE LTD. | Texas | 74-2974762 | ||
| CLASSIC SPECIAL HYUNDAI, LTD. | Texas | 74-2974736 | ||
| CLASSIC SPECIAL, LLC | Texas | 88-0485938 | ||
| CYCLE HOLDINGS, LLC | Delaware | 26-1860955 | ||
| HILL COUNTRY IMPORTS, LTD. | Texas | 74-2585314 | ||
| PAG ACQUISITION 15, LLC | Delaware | 22-3086739 | ||
| PAG AUSTIN S1, LLC | Delaware | 26-1206577 | ||
| PAG CLOVIS T1, INC. | Delaware | 26-1857570 |
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| State or Other | ||||
| Jurisdiction of | I.R.S. Employer | |||
| Exact Name of Registrant Guarantor | Incorporation | Identification | ||
| or Specified in its Charter (1) | or Organization | Number | ||
| PAG LONG ISLAND B1, LLC | Delaware | 26-1377262 | ||
| PAG LONG ISLAND L1, LLC | Delaware | 26-1377251 | ||
| PAG LONG ISLAND M1, LLC | Delaware | 26-1377292 | ||
| PAG MICHIGAN S1, LLC | Delaware | 26-1108872 | ||
| PAG NORTH SCOTTSDALE BE, LLC | Delaware | 26-1363608 | ||
| PAG ORLANDO GENERAL, INC. | Delaware | 26-1207380 | ||
| PAG ORLANDO LIMITED, INC. | Delaware | 26-1206643 | ||
| PAG ORLANDO PARTNERSHIP, LTD. | Florida | 26-1340023 | ||
| PAG TURNERSVILLE AU, LLC | Delaware | 22-3115638 | ||
| PENSKE DIRECT, LLC | Delaware | 26-1556185 | ||
| PENSKE WHOLESALE OUTLET, LLC | Delaware | 26-1377275 | ||
| SCOTTSDALE 101 MANAGEMENT, LLC | Delaware | 26-1363820 | ||
| SCOTTSDALE PAINT & BODY, LLC | Delaware | 26-1363898 | ||
| SMART USA DISTRIBUTOR LLC | Delaware | 87-0766681 | ||
| TAMBURRO ENTERPRISES, INC. | Nevada | 88-0485938 | ||
| TURNERSVILLE AUTO OUTLET, LLC | Delaware | 26-1444871 | ||
| UAG ARKANSAS FLM, LLC | Delaware | 87-0766675 | ||
| UAG CHANTILLY AU, LLC | Delaware | 87-0766680 | ||
| UAG HUDSON CJD, LLC | Delaware | 87-0766678 | ||
| UAG ROYAL PALM M1, LLC | Delaware | 06-1774003 | ||
| CLASSIC SPECIAL ADVERTISING, INC. | Texas | 74-2821777 | ||
| HBL, LLC | Delaware | 38-3635872 |
| (1) | The address of each guarantor is c/o Penske Automotive Group, Inc., 2555 Telegraph Road, Bloomfield Hills, MI 48302. | |
| ** | no longer a reporting entity |
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This Post-Effective Amendment No. 1 is being filed to terminate the registration of the 3.5% Notes.
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, Michigan, on July 15, 2008.
| Penske Automotive Group, Inc. | ||||||
| By: | /s/ Shane M. Spradlin | |||||
| Its: | Senior Vice President | |||||
POWER OF ATTORNEY
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed by the following persons in the capacities and on the dates indicated:
| Signature | Title | Date | ||
| * | Chairman of the Board and Chief Executive Officer (Principal Executive Officer) | July 15, 2008 | ||
| * | Executive Vice President — Finance (Principal Financial Accounting Officer) | July 15, 2008 | ||
| * | Director | July 15, 2008 | ||
| * | Director | July 15, 2008 | ||
| * | Director | July 15, 2008 | ||
| * | Director | July 15, 2008 | ||
| * | Director | July 15, 2008 | ||
| * | Director | July 15, 2008 | ||
| * | Director | July 15, 2008 | ||
| * | Director | July 15, 2008 | ||
| * | Director | July 15, 2008 | ||
| * | Director | July 15, 2008 | ||
| * | Director | July 15, 2008 |
| *By: | /s/ Shane M. Spradlin | July 15, 2008 |
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SIGNATURES
Pursuant to the requirements of the Securities Act, each of the Registrant’s certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on July 15, 2008.
| Auto Mall Payroll Services, Inc. Classic Auto Group, Inc. Classic Enterprises, LLC Classic Imports, Inc. Classic Motor Sales, LLC Classic Nissan of Turnersville, LLC Classic Turnersville, Inc. Cycle Holdings, LLC DiFeo Partnership LLC HBL, LLC JS Imports, LLC PAG Acquisitions 15, LLC PAG East, LLC PAG Long Island B1, LLC PAG Long Island L1, LLC PAG Long Island M1, LLC PAG Orlando General, Inc. PAG Orlando Limited, Inc. PAG Orlando Partnership, Ltd. PAG Turnersville AU, LLC Palm Auto Plaza, LLC Penske Direct, LLC Somerset Motors, Inc. Turnersville Auto Outlet, LLC UAG Caribbean, Inc. UAG Chantilly AU, LLC UAG Classic, Inc. UAG Connecticut, LLC UAG Hudson, Inc. UAG Hudson CJD, LLC UAG Kissimmee Motors, Inc. UAG Nanuet I, LLC UAG Nanuet II, LLC UAG Northeast, LLC UAG Royal Palm, LLC UAG Royal Palm M1, LLC UAG West Bay AM, LLC UAG West Bay IA, LLC UAG West Bay IAU, LLC UAG West Bay IB, LLC UAG West Bay II, LLC UAG West Bay IL, LLC UAG West Bay IM, LLC UAG West Bay IN, LLC UAG West Bay IP, LLC UAG West Bay IV, LLC UAG West Bay IW, LLC West Palm Auto Mall, Inc. West Palm Nissan, LLC West Palm S1, LLC Westbury Superstore, Ltd. | ||||
| By: | /s/ Bernard W. Wolfe | |||
| Bernard W. Wolfe | ||||
| Chairman of the Board | ||||
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Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.
| Signature | Title | Date | ||
/s/ Bernard W. Wolfe | Chairman of the Board (Principal Executive Officer) | July 15, 2008 | ||
/s/ Robert O’Shaughnessy | Assistant Treasurer and Director (Principal Accounting Officer and Principal Financial Officer) | July 15, 2008 | ||
/s/ Robert H. Kurnick, Jr. | Director | July 15, 2008 |
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SIGNATURES
Pursuant to the requirements of the Securities Act, each of the Registrant’s certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on July 15, 2008.
| Classic Management Company, Inc. | ||||
| By: | /s/ Bernard W. Wolfe | |||
| Bernard W. Wolfe | ||||
| President | ||||
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.
| Signature | Title | Date | ||
/s/ Bernard W. Wolfe | President (Principal Executive Officer) | July 15, 2008 | ||
/s/ Robert O’Shaughnessy | Assistant Treasurer and Director (Principal Accounting Officer and Principal Financial Officer) | July 15, 2008 | ||
/s/ Robert H. Kurnick, Jr. | Director | July 15, 2008 |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the Registrant’s certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on July 15, 2008.
| County Auto Group Partnership Danbury Auto Partnership DiFeo Chrysler Plymouth Jeep Eagle Partnership DiFeo Hyundai Partnership DiFeo Leasing Partnership DiFeo Nissan Partnership DiFeo Tenafly Partnership Hudson Motors Partnership OCT Partnership Somerset Motors Partnership | ||||
| By: | DiFeo Partnership, LLC | |||
| By: | /s/ Bernard W. Wolfe | |||
| Bernard W. Wolfe | ||||
| Chairman of the Board | ||||
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.
| Signature | Title | Date | ||
/s/ Bernard W. Wolfe | Chairman of the Board (Principal Executive Officer) | July 15, 2008 | ||
/s/ Robert O’Shaughnessy | Assistant Treasurer and Director (Principal Accounting Officer and Principal Financial Officer) | July 15, 2008 | ||
| Director | July 15, 2008 | |||
/s/ Robert H. Kurnick, Jr. |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the Registrant’s certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on July 15, 2008.
| UAG East, LLC | ||||
| By: | /s/ Bernard W. Wolfe | |||
| Bernard W. Wolfe | ||||
| President | ||||
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.
| Signature | Title | Date | ||
/s/ Bernard W. Wolfe | President (Principal Executive Officer) | July 15, 2008 | ||
/s/ Robert O’Shaughnessy | Treasurer and Director (Principal Accounting Officer and Principal Financial Officer) | July 15, 2008 | ||
/s/ Robert H. Kurnick, Jr. | Director | July 15, 2008 |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the Registrant’s certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on July 15, 2008.
| Late Acquisition I, LLC | ||||
| By: | /s/ Walter P. Czarnecki, Jr. | |||
| Walter P. Czarnecki, Jr., | ||||
| President | ||||
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.
| Signature | Title | Date | ||
/s/ Walter P. Czarnecki, Jr. | President (Principal Executive Officer) | July 15, 2008 | ||
/s/ Robert O’Shaughnessy | Treasurer & Director (Principal Accounting Officer and Principal Financial Officer) | July 15, 2008 | ||
/s/ Robert H. Kurnick, Jr. | Director | July 15, 2008 |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the Registrant’s certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on July 15, 2008.
| UAG International Holdings, Inc. | ||||
| By: | /s/ Robert H. Kurnick, Jr. | |||
| Robert H. Kurnick, Jr. | ||||
| President | ||||
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.
| Signature | Title | Date | ||
/s/ Robert H. Kurnick, Jr. | President & Director (Principal Executive Officer) | July 15, 2008 | ||
/s/ Robert O’Shaughnessy | Treasurer and Director (Principal Accounting Officer and Principal Financial Officer) | July 15, 2008 |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the Registrant’s certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on July 15, 2008.
| UAG Realty, LLC | ||||
| By: | /s/ Bernard W. Wolfe | |||
| Bernard W. Wolfe | ||||
| President | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.
| Signature | Title | Date | ||
/s/ Bernard W. Wolfe | President (Principal Executive Officer) | July 15, 2008 | ||
/s/ Robert O’Shaughnessy | Treasurer and Director (Principal Accounting Officer and Principal Financial Officer) | July 15, 2008 | ||
/s/ Robert H. Kurnick, Jr. | Director | July 15, 2008 |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the Registrant’s certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on July 15, 2008.
| UAG Northeast Body Shop, Inc. UAG Turnersville Realty, LLC | ||||
| By: | /s/ Bernard W. Wolfe | |||
| Bernard W. Wolfe | ||||
| Chairman of the Board | ||||
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.
| Signature | Title | Date | ||
/s/ Bernard W. Wolfe | Chairman of the Board (Principal Executive Officer) | July 15, 2008 | ||
/s/ Robert O’Shaughnessy | Treasurer and Director (Principal Accounting Officer and Principal Financial Officer) | July 15, 2008 | ||
/s/ Robert H. Kurnick, Jr. | Director | July 15, 2008 |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the Registrant’s certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on July 15, 2008.
| Brett Morgan Chevrolet -Geo, Inc. CJNS, LLC Classic Oldsmobile Pontiac-GMC, Ltd. Classic Special, LLC Classic Special Advertising, Inc. Classic Special Automotive GP, LLC Classic Special Hyundai, Ltd. Classic Special Automotive Ltd. Europa Auto Imports, Inc. GMG Motors, Inc. Goodson North, LLC Goodson Spring Branch, LLC HT Automotive, LLC Hill Country Imports, Ltd. KMPB, LLC KMT/UAG, Inc. Landers Auto Sales, LLC Late Acquisition II, LLC LRP, Ltd. PAG Austin S1, LLC PAG Clovis T1, Inc. PAG North Scottsdale BE, LLC PMRC, LLC Penske Wholesale, LLC Relentless Pursuit Enterprises, Inc. SA Automotive, Ltd. SAU Automotive, Ltd. Scottsdale 101 Management, LLC Scottsdale Ferrari, LLC Scottsdale Jaguar, Ltd. Scottsdale Management Group, Ltd. Scottsdale Paint & Body, LLC Sigma Motors, Inc. SK Motors, LLC SL Automotive, LLC Sun Motors, LLC Tamburro Enterprises, Inc. UAG Arkansas FLM, LLC UAG Capitol, Inc. UAG Clovis, Inc. UAG Escondido A1, Inc. UAG Escondido H1, Inc. UAG Escondido M1, Inc. UAG Landers Springdale, LLC UAG Los Gatos, Inc. UAG Marin, Inc. UAG Nevada Land, LLC UAG Phoenix VC, LLC UAG San Diego A1, Inc. UAG San Diego AU, Inc. UAG San Diego H1, Inc. UAG San Diego JA, Inc. UAG San Diego Management, Inc. UAG Stevens Creek II, Inc. UAG Texas II, Inc. UAG Texas, LLC UAG VK, LLC United Ranch Automotive, LLC | ||||
| By: | /s/ George W. Brochick | |||
| George W. Brochick | ||||
| Chairman of the Board | ||||
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.
| Signature | Title | Date | ||
/s/ George W. Brochick | Chairman of the Board (Principal Executive Officer) | July 15, 2008 | ||
/s/ Robert O’Shaughnessy | Assistant Treasurer and Director (Principal Accounting Officer and Principal Financial Officer) | July 15, 2008 | ||
/s/ Robert H. Kurnick, Jr. | Director | July 15, 2008 |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the Registrant’s certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on July 15, 2008.
| PAG West, LLC | ||||
| By: | /s/ George W. Brochick | |||
| George W. Brochick | ||||
| President | ||||
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.
| Signature | Title | Date | ||
/s/ George W. Brochick | President (Principal Executive Officer) | July 15, 2008 | ||
/s/ Robert O’Shaughnessy | Assistant Treasurer and Director (Principal Accounting Officer and Principal Financial Officer) | July 15, 2008 | ||
/s/ Robert H. Kurnick, Jr. | Director | July 15, 2008 |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the Registrant’s certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on July 15, 2008.
| UAG Tulsa Holdings, LLC | ||||
| By: | /s/ R. Whitfield Ramonat | |||
| R. Whitfield Ramonat | ||||
| Chairman of the Board | ||||
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.
| Signature | Title | Date | ||
/s/ R. Whitfield Ramonat | Chairman of the Board (Principal Executive Officer) | July 15, 2008 | ||
/s/ Robert O’Shaughnessy | Treasurer and Director (Principal Accounting Officer and Principal Financial Officer) | July 15, 2008 | ||
/s/ Robert H. Kurnick, Jr. | Director | July 15, 2008 |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the Registrant’s certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on July 15, 2008.
| United Auto Scottsdale Property Holdings, LLC | ||||
| By: | /s/ George W. Brochick | |||
| George W. Brochick | ||||
| President | ||||
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.
| Signature | Title | Date | ||
/s/ George W. Brochick | President (Principal Executive Officer) | July 15, 2008 | ||
/s/ Robert O’Shaughnessy | Assistant Treasurer and Director (Principal Accounting Officer and Principal Financial Officer) | July 15, 2008 | ||
/s/ Robert H. Kurnick, Jr. | Director | July 15, 2008 |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the Registrant’s certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on July 15, 2008.
| UAG Houston Acquisition, Ltd. Shannon Automotive, Ltd. | ||||
| By: | UAG Texas, LLC | |||
| By: | /s/ George W. Brochick | |||
| George W. Brochick | ||||
| Chairman of the Board | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.
| Signature | Title | Date | ||
/s/ George W. Brochick | Chairman of the Board (Principal Executive Officer) | July 15, 2008 | ||
/s/ Robert O’Shaughnessy | Assistant Treasurer and Director (Principal Accounting Officer and Principal Financial Officer) | July 15, 2008 | ||
/s/ Robert H. Kurnick, Jr. | Director | July 15, 2008 |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the Registrant’s certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on July 15, 2008.
| UAG GD, Ltd. | ||||
| By: | UAG Spring, LLC | |||
| Its: General Partner | ||||
| By: | /s/ George W. Brochick | |||
| George W. Brochick | ||||
| Chairman of the Board | ||||
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.
| Signature | Title | Date | ||
/s/ George W. Brochick | Chairman of the Board (Principal Executive Officer) | July 15, 2008 | ||
/s/ Robert O’Shaughnessy | Assistant Treasurer and Director (Principal Accounting Officer and Principal Financial Officer) | July 15, 2008 | ||
/s/ Robert H. Kurnick, Jr. | Director | July 15, 2008 |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the Registrant’s certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on July 15, 2008.
| UAG GN, Ltd. | ||||
| By: | Goodson North, LLC | |||
| Its: General Partner | ||||
| By: | /s/ George W. Brochick | |||
| George W. Brochick | ||||
| Chairman of the Board | ||||
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.
| Signature | Title | Date | ||
/s/ George W. Brochick | Chairman of the Board (Principal Executive Officer) | July 15, 2008 | ||
/s/ Robert O’Shaughnessy | Assistant Treasurer and Director (Principal Accounting Officer and Principal Financial Officer) | July 15, 2008 | ||
/s/ Robert H. Kurnick, Jr. | Director | July 15, 2008 |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the Registrant’s certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on July 15, 2008.
| UAG GP, Ltd. | ||||
| By: | Goodson Pontiac-GMC, LLC | |||
| Its: General Partner | ||||
| By: | /s/ George W. Brochick | |||
| George W. Brochick | ||||
| Chairman of the Board | ||||
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.
| Signature | Title | Date | ||
/s/ George W. Brochick | Chairman of the Board (Principal Executive Officer) | July 15, 2008 | ||
/s/ Robert O’Shaughnessy | Assistant Treasurer and Director (Principal Accounting Officer and Principal Financial Officer) | July 15, 2008 | ||
/s/ Robert H. Kurnick, Jr. | Director | July 15, 2008 |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the Registrant’s certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on July 15, 2008.
| UAG GW, Ltd. | ||||
| By: | Goodson Spring Branch, LLC | |||
| Its: General Partner | ||||
| By: | /s/ George W. Brochick | |||
| George W. Brochick | ||||
| Chairman of the Board | ||||
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.
| Signature | Title | Date | ||
/s/ George W. Brochick | Chairman of the Board (Principal Executive Officer) | July 15, 2008 | ||
/s/ Robert O’Shaughnessy | Assistant Treasurer and Director (Principal Accounting Officer and Principal Financial Officer) | July 15, 2008 | ||
/s/ Robert H. Kurnick, Jr. | Director | July 15, 2008 |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the Registrant’s certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on July 15, 2008.
| WTA Motors, Ltd. | ||||
| By: | Late Acquisition II, LLC | |||
| Its: | General Partner | |||
| By: | /s/ George W. Brochick | |||
| George W. Brochick | ||||
| Chairman of the Board | ||||
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.
| Signature | Title | Date | ||
| /s/ George W. Brochick | Chairman of the Board (Principal Executive Officer) | July 15, 2008 | ||
| /s/ Robert O’Shaughnessy | Assistant Treasurer and Director (Principal Accounting Officer and Principal Financial Officer) | July 15, 2008 | ||
| /s/ Robert H. Kurnick, Jr. | Director | July 15, 2008 |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the Registrant’s certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on July 15, 2008.
| United Auto Licensing, LLC | ||||
| By: | /s/ Robert H. Kurnick, Jr. | |||
| Robert H. Kurnick, Jr. | ||||
| President | ||||
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Robert H. Kurnick, Jr. | President, Treasurer and Director (Principal Executive Officer, Principal Accounting Officer and Principal Financial Officer) | July 15, 2008 |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the Registrant’s certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on July 15, 2008.
| D. Young Chevrolet, LLC Dan Young Chevrolet, Inc. Dan Young Motors, LLC Dealer Accessories, LLC FRN of Tulsa, LLC Motorcars Acquisition III, LLC Motorcars Acquisition IV, LLC Motorcars Acquisition V, LLC Motorcars Acquisition, LLC PAG Michigan S1, LLC PAG Michigan Holdings, Inc. UAG Atlanta H1, LLC UAG Atlanta IV Motors, Inc. UAG Central Region Management, LLC UAG Duluth, Inc. UAG Fayetteville I, LLC UAG Fayetteville II, LLC UAG Fayetteville III, LLC UAG Memphis II, Inc. UAG Memphis Management, Inc. UAG Michigan Cadillac, LLC UAG Michigan H1, LLC UAG Michigan Pontiac-GMC, LLC UAG Michigan T1, LLC UAG Michigan TMV, LLC UAG Minneapolis B1, LLC UAG Southeast, Inc. UAG Young II, Inc. United Ford North, LLC | ||||
| By: | /s/ Whitfield Ramonat | |||
| R. Whitfield Ramonat | ||||
| Chairman of the Board | ||||
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.
| Signature | Title | Date | ||
| /s/ R. Whitfield Ramonat | Chairman of the Board (Principal Executive Officer) | July 15, 2008 | ||
| /s/ Robert O’Shaughnessy | Assistant Treasurer and Director (Principal Accounting Officer and Principal Financial Officer) | July 15, 2008 | ||
| /s/ Robert H. Kurnick, Jr. | Director | July 15, 2008 |
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act, each of the Registrant’s certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on July 15, 2008.
| Atlantic Auto Funding Corporation Atlantic Auto Second Funding Corporation Atlantic Auto Third Funding Corporation UAG Finance Company, Inc. United Auto Fifth Funding, Inc. United Autocare Products, LLC UnitedAuto Finance, Inc. UnitedAuto Fourth Funding, Inc. | ||||
| By: | /s/ Robert O’Shaughnessy | |||
| Robert O’Shaughnessy | ||||
| President | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Robert O’Shaughnessy | President, Treasurer and Director (Principal Accounting Officer and Principal Financial Officer) | July 15, 2008 | ||
| /s/ Robert H. Kurnick, Jr. | Director | July 15, 2008 |
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SIGNATURES
Pursuant to the requirements of the Securities Act, each of the Registrant’s certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on July 15, 2008.
| Central Ford Center, Inc. Covington Pike Dodge, Inc. Florida Chrysler Plymouth, Inc. Gene Reed Chevrolet, Inc. Goodson Pontiac-GMC, LLC Landers Buick-Pontiac, Inc. Landers Ford North, Inc. Landers United Auto Group No. 2, Inc. LMNS, LLC Michael Chevrolet-Oldsmobile, Inc. Motorcars Acquisitions II, LLC Motorcars Acquisitions VI, LLC National City Ford, Inc. Peachtree Nissan, Inc. Tri-City Leasing, Inc. UAG Carolina, Inc. UAG CHCC, Inc. UAG Chevrolet, Inc. UAG Citrus Motors, LLC UAG Graceland II, Inc. UAG Hudson CJD, LLC UAG Memphis IV, Inc. UAG Michigan H2, LLC UAG Oldsmobile of Indiana, LLC UAG Spring, LLC UAG Sunnyvale, Inc. UAG Turnersville Motors, LLC UAG West Bay FM, LLC UAG/PFS, Inc. United Ford Broken Arrow, LLC United Nissan, Inc. (GA) United Nissan, Inc. (TN) UnitedAuto Dodge of Shreveport, Inc. Young Automotive Holdings, LLC Young Management Group, Inc. | ||||
| By: | /s/ Robert H. Kurnick, Jr. | |||
| Robert H. Kurnick, Jr. | ||||
| Chairman & President | ||||
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Robert H. Kurnick, Jr. | Chairman, President and Director (Principal Executive Officer) | July 15, 2008 | ||
| /s/ Robert O’Shaughnessy | Treasurer and Director (Principal Accounting Officer and Principal Financial Officer) | July 15, 2008 |
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SIGNATURES
Pursuant to the requirements of the Securities Act, each of the Registrant’s certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Bloomfield Hills, State of Michigan, on July 15, 2008.
| smart USA Distributor LLC | ||||
| By: | /s/ David Schembri | |||
| David Schembri | ||||
| President | ||||
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities indicated and on the dates indicated.
| Signature | Title | Date | ||
| /s/ David Schembri | President (Principal Executive Officer) | July 15, 2008 | ||
| /s/ Robert O’Shaughnessy | Treasurer and Director (Principal Accounting Officer and Principal Financial Officer) | July 15, 2008 | ||
| /s/ Robert H. Kurnick, Jr. | Director | July 15, 2008 |