LETTER OF TRANSMITTAL
FOR
OFFER FOR ALL OUTSTANDING 11% SENIOR SUBORDINATED NOTES DUE 2007, SERIES B
IN EXCHANGE FOR UP TO $50,000,000 PRINCIPAL AMOUNT OF
11% SENIOR SUBORDINATED NOTES DUE 2007, SERIES B
OF
UNITED AUTO GROUP, INC.
PURSUANT TO THE PROSPECTUS
DATED ____________, 1997
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
_____________, 1997, UNLESS EXTENDED OR TERMINATED (THE "EXPIRATION DATE").
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The Exchange Agent for the Exchange Offer is:
THE BANK OF NEW YORK
By Hand Or Overnight Delivery: Facsimile Transmissions: By Registered Or Certified Mail:
(Eligible Institutions Only)
The Bank of New York (212) 815-6339 The Bank of New York
101 Barclay Street, Ground Level 101 Barclay Street, 7E
Corporate Trust Services Window To Confirm by Telephone New York, New York 10286
New York, New York 10286 or for Information Call: Attention:
Attention: Reorganization Section
Reorganization Section (212) 815-
DELIVERY OF THIS LETTER OF TRANSMITTAL (THIS "LETTER OF TRANSMITTAL")
TO AN ADDRESS, OR TRANSMISSION VIA FACSIMILE TO A NUMBER, OTHER THAN AS SET
FORTH ABOVE, WILL NOT CONSTITUTE A VALID TENDER OF 11% SENIOR SUBORDINATED
NOTES DUE 2007, SERIES B (THE "OLD NOTES").
The Instructions contained herein should be read carefully before this
Letter of Transmittal is completed and signed.
This Letter of Transmittal is to be used by registered holders of Old
Notes ("Holders") if: (i) certificates representing Old Notes are to be
physically delivered to the Exchange Agent by such Holders; (ii) tender of Old
Notes is to be made by book-entry transfer to the Exchange Agent's account at
The Depositary Trust Company ("DTC" or the "Book-Entry Transfer Facility")
pursuant to the procedures set forth in the Prospectus, dated ________, 1997
(as the same may be amended from time to time, the "Prospectus") under the
caption "The Exchange Offer -- Book-Entry Transfer" by any financial
institution that is a participant in DTC and whose name appears on a security
position listing as the owner of Old Notes or (iii) delivery of Old Notes is to
be made according to the guaranteed delivery procedures set forth in the
Prospectus under the caption "The Exchange Offer -- Guaranteed Delivery
Procedures," and, in each case, instructions are not being transmitted through
the DTC Automated Tender Program ("ATOP"). DELIVERY OF DOCUMENTS TO THE
BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER
FACILITY'S PROCEDURES DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT.
In order to properly complete this Letter of Transmittal, a Holder
must (i) complete the box entitled "Method of Delivery" by checking one of the
three boxes therein and supplying the appropriate information, (ii) complete
the box entitled "Description of Old Notes," (iii) if such Holder is a
Participating Broker-Dealer (as defined below) and wishes to receive additional
copies of the Prospectus for delivery in connection with resales of New Notes,
check the applicable box, (iv) sign this Letter of Transmittal by completing
the box entitled "Please Sign Here," (v) if appropriate, check and complete the
boxes relating to the "Special Issuance Instructions" and "Special Delivery
Instructions" and (vi) complete the Substitute Form W-9. Each Holder should
carefully read the detailed Instructions below prior to the completing this
Letter of Transmittal. See "The Exchange Offer -- Procedures For Tendering" in
the Prospectus.
Holders of Old Notes that are tendering by book-entry transfer to the
Exchange Agent's account at DTC can execute the tender through ATOP, for which
the transaction will be eligible. DTC participants that are accepting the
Exchange Offer should transmit their acceptance to DTC, which will edit and
verify the acceptance and execute a book-entry delivery to the Exchange Agent's
account at DTC. DTC will then send an Agent's Message to the Exchange Agent for
its acceptance. Delivery of the Agent's Message by DTC will satisfy the terms
of the Exchange Offer as to execution and delivery of a Letter of Transmittal
by the participant identified in the Agent's Message. DTC participants may also
accept the Exchange Offer by submitting a Notice of Guaranteed Delivery through
ATOP.
If Holders desire to tender Old Notes pursuant to the Exchange Offer
and (i) certificates representing such Old Notes are not lost but are not
immediately available, (ii) time will not permit this Letter of Transmittal,
certificates representing such Holder's Old Notes and all other required
documents to reach the Exchange Agent prior to the Expiration Date or (iii) the
procedures for book-entry transfer cannot be completed prior to the Expiration
Date, such Holders may effect a tender of such Old Notes in accordance with the
guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer -- Guaranteed Delivery Procedures." See Instruction 2
below.
A Holder having Old Notes registered in the name of a broker, dealer,
commercial bank, trust company or other nominee must contact such broker,
dealer, commercial bank, trust company or other nominee if they desire to
accept the Exchange Offer with respect to the Old Notes so registered.
THE EXCHANGE OFFER IS NOT BEING MADE TO (NOR WILL TENDERS OF OLD NOTES
BE ACCEPTED FROM OR ON BEHALF OF) HOLDERS IN ANY JURISDICTION IN WHICH THE
MAKING OR ACCEPTANCE OF THE EXCHANGE OFFER WOULD NOT BE IN COMPLIANCE WITH THE
LAWS OF SUCH JURISDICTION.
All capitalized terms used herein and not defined herein shall have
the meaning ascribed to them in the Prospectus.
Your bank or broker can assist you in completing this form. The
instructions included with this Letter of Transmittal must be followed.
Questions and requests for assistance or for additional copies of the
Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery
may be directed to the Exchange
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Agent, whose address and telephone number appear on the front cover of this
Letter of Transmittal. See Instruction 11 below.
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METHOD OF DELIVERY
[ ] CHECK HERE IF CERTIFICATES FOR TENDERED OLD NOTES ARE BEING DELIVERED
HEREWITH.
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH A
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:_______________________________________
Account Number:_________ Transaction Code Number:_____________
[ ] CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE
AGENT PURSUANT TO INSTRUCTION 2 BELOW AND COMPLETE THE FOLLOWING:
Name of Registered Holder(s):________________________________________
Window Ticket No. (if any):__________________________________________
Date of Execution of Notice of Guaranteed Delivery:__________________
Name of Eligible Institution that Guaranteed Delivery:_______________
If Delivered by Book-Entry Transfer (yes or no):_____________________
Account Number:_________ Transaction Code Number:_____________
List below the Old Notes to which this Letter of Transmittal relates.
If the space provided below is inadequate, list the certificate numbers and
principal amounts on a separately signed schedule and affix the schedule to
this Letter of Transmittal.
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DESCRIPTION OF OLD NOTES
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AGGREGATE
NAME(S) AND ADDRESS(ES) OF HOLDER(S) CERTIFICATE PRINCIPAL AMOUNT PRINCIPAL AMOUNT
(PLEASE FILL IN, IF BLANK) NUMBERS* REPRESENTED** TENDERED
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TOTAL PRINCIPAL
AMOUNT OF OLD NOTES
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* Need not be completed by Holders tendering by book-entry transfer (see below).
** Unless otherwise indicated in the column labeled "Principal Amount Tendered" and subject to the terms and conditions
of the Prospectus, a Holder will be deemed to have tendered the entire aggregate principal amount represented by the
Old Notes indicated in the column labeled "Aggregate Principal Amount Represented." See Instruction 3.
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FOR PARTICIPATING BROKER-DEALERS ONLY:
[ ] CHECK HERE AND PROVIDE THE INFORMATION REQUESTED BELOW IF YOU ARE A
PARTICIPATING BROKER-DEALER (AS DEFINED BELOW) AND WISH TO RECEIVE 10
ADDITIONAL COPIES OF THE PROSPECTUS AND, DURING THE 120-DAY PERIOD FOLLOWING
THE CONSUMMATION OF THE EXCHANGE OFFER, 10 COPIES OF ANY AMENDMENTS OR
SUPPLEMENTS THERETO, AS WELL AS ANY NOTICES FROM THE COMPANY TO SUSPEND AND
RESUME USE OF THE PROSPECTUS. BY TENDERING ITS OLD NOTES AND EXECUTING THIS
LETTER OF TRANSMITTAL, EACH PARTICIPATING BROKER-DEALER AGREES TO USE ITS
REASONABLE BEST EFFORTS TO NOTIFY THE COMPANY OR THE EXCHANGE AGENT WHEN IT HAS
SOLD ALL OF ITS NEW NOTES. (IF NO PARTICIPATING BROKER-DEALERS CHECK THIS BOX,
OR IF ALL PARTICIPATING BROKER-DEALERS WHO HAVE CHECKED THIS BOX SUBSEQUENTLY
NOTIFY THE COMPANY OR THE EXCHANGE AGENT THAT ALL THEIR NEW NOTES HAVE BEEN
SOLD, THE COMPANY WILL NOT BE REQUIRED TO MAINTAIN THE EFFECTIVENESS OF THE
EXCHANGE OFFER REGISTRATION STATEMENT OR TO UPDATE THE PROSPECTUS AND WILL NOT
PROVIDE ANY NOTICES TO ANY HOLDERS TO SUSPEND OR RESUME USE OF THE PROSPECTUS.)
Provide the name of the individual who should receive, on behalf of the Holder,
additional copies of the Prospectus, and amendments and supplements thereto,
and any notices to suspend and resume use of the Prospectus:
Name: _______________________________________________________________________
Address: ____________________________________________________________________
______________________________________________________________________________
Telephone No.: ________________
Facsimile No.: ________________
NOTE: SIGNATURES MUST BE PROVIDED BELOW
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
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Ladies and Gentlemen:
By execution hereof, the undersigned acknowledges receipt of the
Prospectus, dated _________, 1997 (as the same may be amended from time to
time, the "Prospectus" and, together with the Letter of Transmittal, the
"Exchange Offer"), of United Auto Group, Inc., a Delaware corporation (the
"Company"), and this Letter of Transmittal and instructions hereto, which
together constitute Company's offer to exchange $1,000 principal amount of the
11% Senior Subordinated Notes due 2007, Series B (the "New Notes") of the
Company, upon the terms and subject to the conditions set forth in the Exchange
Offer, for each $1,000 principal amount of their outstanding 11% Senior
Subordinated Notes due 2007, Series B (the "Old Notes").
Upon the terms and subject to the conditions of the Exchange Offer,
the undersigned hereby tenders to the Company the principal amount of Old Notes
indicated above. Subject to, and effective upon, the acceptance for exchange of
the Old Notes tendered herewith, the undersigned hereby exchanges, assigns and
transfers to, or upon the order of, the Company all right, title and interest
in and to such Old Notes. The undersigned hereby irrevocably constitutes and
appoints the Exchange Agent as the true and lawful agent and attorney-in-fact
of the undersigned (with full knowledge that the Exchange Agent also acts as
the agent of the Company) with respect to such Old Notes with full power of
substitution (such power-of-attorney being deemed to be an irrevocable power
coupled with an interest) to (i) present such Old Notes and all evidences of
transfer and authenticity to, or transfer ownership of, such Old Notes on the
account books maintained by the Book-Entry Transfer Facility to, or upon the
order of, the Company, (ii) present such Old Notes for transfer of ownership on
the books of the Company or the trustee under the Indenture (the "Trustee") and
(iii) receive all benefits and otherwise exercise all rights of beneficial
ownership of such Old Notes, all in accordance with the terms of and conditions
of the Exchange Offer as described in the Prospectus.
The undersigned represents and warrants that it has full power and
authority to tender, exchange, assign and transfer the Old Notes tendered
hereby and to acquire New Notes issuable upon the exchange of such tendered Old
Notes, and that, when the same are accepted for exchange, the Company will
acquire good and unencumbered title to the tendered Old Notes, free and clear
of all liens, restrictions, charges and encumbrances and not subject to any
adverse claim or right. The undersigned also warrants that it will, upon
request, execute and deliver any additional documents deemed by the Exchange
Agent or the Company to be necessary or desirable to complete the exchange,
assignment and transfer of the Old Notes tendered hereby or transfer ownership
of such Old Notes on the account books maintained by the book-entry transfer
facility.
The Exchange Offer is subject to certain conditions as set forth in
the Prospectus under the caption "The Exchange Offer -- Conditions." The
undersigned recognizes that as a result of these conditions (which may be
waived by the Company, in whole or in part, in the reasonable discretion of the
Company), as more particularly set forth in the Prospectus, the Company may not
be required to exchange any of the Old Notes tendered hereby and, in such
event, the Old Notes not exchanged will be returned to the undersigned at the
address shown above.
THE EXCHANGE OFFER IS NOT BEING MADE TO ANY BROKER-DEALER WHO
PURCHASED OLD NOTES DIRECTLY FROM THE COMPANY FOR RESALE PURSUANT TO RULE 144A
UNDER THE SECURITIES ACT OR TO ANY PERSON THAT IS AN "AFFILIATE" OF THE COMPANY
WITHIN THE MEANING OF RULE 405 UNDER THE SECURITIES ACT. THE UNDERSIGNED
UNDERSTANDS AND AGREES THAT THE COMPANY RESERVES THE RIGHT NOT TO ACCEPT
TENDERED OLD NOTES FROM ANY TENDERING HOLDER IF THE COMPANY DETERMINES, IN ITS
REASONABLE DISCRETION, THAT SUCH ACCEPTANCE COULD RESULT IN A VIOLATION OF
APPLICABLE SECURITIES LAWS.
The undersigned, if the undersigned is a beneficial holder,
represents, or, if the undersigned is a broker, dealer, commercial bank, trust
company or other nominee, represents that it has received representations from
the beneficial owners of the Old Notes (the "Beneficial Owner") stating that,
(i) the New Notes to be acquired in connection with the Exchange Offer by the
Holder and each Beneficial Owner of the Old Notes are being acquired by the
Holder and each such Beneficial Owner in the ordinary course of their business,
(ii) the Holder and each such Beneficial Owner are not engaged in, do not
intend to engage in, and have no arrangement or understanding with any person
to participate in, a distribution of the New Notes, (iii) the Holder and each
Beneficial Owner acknowledge and agree that any person participating in the
Exchange Offer for the
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purpose of distributing the New Notes cannot rely on the position of the staff
of the Commission set forth in the no-action letters that are discussed in the
Prospectus under the caption "The Exchange Offer -- Purpose and Effect of the
Exchange Offer" and may only sell the New Notes acquired by such person
pursuant to a registration statement containing the selling security holder
information required by Item 507 of Regulation S-K under the Securities Act,
(iv) if the Holder is a broker-dealer that acquired Old Notes as a result of
market-making activities or other trading activities, it will deliver a
prospectus in connection with any resale of New Notes acquired in the Exchange
Offer (but by so acknowledging and by delivering a prospectus, the undersigned
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act) and (v) neither the Holder nor any such Beneficial Owner is
an "affiliate," as defined under Rule 405 of the Securities Act, of the Company
or is a broker-dealer who purchased Old Notes directly from the Company for
resale pursuant to Rule 144A under the Securities Act.
EACH BROKER-DEALER WHO ACQUIRED OLD NOTES FOR ITS OWN ACCOUNT AS A
RESULT OF MARKET-MAKING ACTIVITIES OR OTHER TRADING ACTIVITIES (A
"PARTICIPATING BROKER-DEALER"), BY TENDERING SUCH OLD NOTES AND EXECUTING THIS
LETTER OF TRANSMITTAL, AGREES THAT, UPON RECEIPT OF NOTICE FROM THE COMPANY OF
THE OCCURRENCE OF ANY EVENT OR THE DISCOVERY OF ANY FACT WHICH MAKES ANY
STATEMENT CONTAINED OR INCORPORATED BY REFERENCE IN THE PROSPECTUS UNTRUE IN
ANY MATERIAL RESPECT OR WHICH CAUSES THE PROSPECTUS TO OMIT TO A STATE A
MATERIAL FACT NECESSARY IN ORDER TO MAKE THE STATEMENTS CONTAINED OR
INCORPORATED BY REFERENCE THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH
THEY WERE MADE, NOT MISLEADING OR OF THE OCCURRENCE OR CERTAIN OTHER EVENTS
SPECIFIED IN THE REGISTRATION RIGHTS AGREEMENT, SUCH PARTICIPATING
BROKER-DEALER WILL SUSPEND THE SALE OF NEW NOTES PURSUANT TO THE PROSPECTUS
UNTIL THE COMPANY HAS AMENDED OR SUPPLEMENTED THE PROSPECTUS TO CORRECT SUCH
MISSTATEMENT OR OMISSION AND HAS FURNISHED COPIES OF THE AMENDED OR
SUPPLEMENTED PROSPECTUS TO THE PARTICIPATING BROKER-DEALER OR THE COMPANY HAS
GIVEN NOTICE THAT THE SALE OF THE NEW NOTES MAY BE RESUMED, AS THE CASE MAY BE.
EACH PARTICIPATING BROKER-DEALER SHOULD CHECK THE BOX HEREIN UNDER THE
CAPTION "FOR PARTICIPATING BROKER-DEALERS ONLY" IN ORDER TO RECEIVE ADDITIONAL
COPIES OF THE PROSPECTUS, AND ANY AMENDMENTS AND SUPPLEMENTS THERETO, FOR USE
IN CONNECTION WITH RESALES OF THE NEW NOTES, AS WELL AS ANY NOTICES FROM THE
COMPANY TO SUSPEND AND RESUME USE OF THE PROSPECTUS. BY TENDERING ITS OLD NOTES
AND EXECUTING THIS LETTER OF TRANSMITTAL, EACH PARTICIPATING BROKER-DEALER
AGREES TO USE ITS REASONABLE BEST EFFORTS TO NOTIFY THE COMPANY OR THE EXCHANGE
AGENT WHEN IT HAS SOLD ALL OF ITS NEW NOTES. IF NO PARTICIPATING BROKER-DEALERS
CHECK SUCH BOX, OR IF ALL PARTICIPATING BROKER-DEALERS WHO HAVE CHECKED SUCH
BOX SUBSEQUENTLY NOTIFY THE COMPANY OR THE EXCHANGE AGENT THAT ALL THEIR NEW
NOTES HAVE BEEN SOLD, THE COMPANY WILL NOT BE REQUIRED TO MAINTAIN THE
EFFECTIVENESS OF THE EXCHANGE OFFER REGISTRATION STATEMENT OR TO UPDATE THE
PROSPECTUS AND WILL NOT PROVIDE ANY HOLDERS WITH ANY NOTICES TO SUSPEND OR
RESUME USE OF THE PROSPECTUS.
The undersigned understands that tenders of the Old Notes pursuant to
any one of the procedures described under "The Exchange Offer -- Procedures for
Tendering" in the Prospectus and in the instructions hereto will constitute a
binding agreement between the undersigned and the Company in accordance with
the terms and subject to the conditions of the Exchange Offer. All authority
herein conferred or agreed to be conferred by this Letter of Transmittal and
every obligation of the undersigned hereunder shall be binding upon the heirs,
legal representatives, successors and assigns, executors, administrators and
trustees in bankruptcy of the undersigned and shall survive the death or
incapacity of the undersigned. Tendered Old Notes may be withdrawn at any time
prior to 5:00 p.m. on the Expiration Date in accordance with the terms of the
Exchange Offer.
The undersigned understands that by tendering Old Notes pursuant to
one of the procedures described under "The Exchange Offer -- Procedures for
Tendering" in the Prospectus and the instructions hereto, the
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tendering holder will be deemed to have waived the right to receive any payment
in respect of interest on the Old Notes accrued up to the date of issuance of
the New Notes.
The undersigned also understands and acknowledges that the Company
reserves the right in their sole discretion to purchase or make offers for any
Old Notes that remain outstanding subsequent to the Expiration Date in the open
market, in privately negotiated transactions, through subsequent exchange
offers or otherwise. The terms of any such purchases or offers could differ
from the terms of the Exchange Offer.
The undersigned understands that the delivery and surrender of the Old
Notes is not effective, and the risk of loss of the Old Notes does not pass to
the Exchange Agent, until receipt by the Exchange Agent of this Letter of
Transmittal, or a manually signed facsimile hereof, properly completed and duly
executed, with any required signature guarantees, together with all
accompanying evidences of authority and any other required documents in form
satisfactory to the Company. All questions as to form of all documents and the
validity (including time of receipt) and acceptance of tenders and withdrawals
of Old Notes will be determined by the Company, in their sole discretion, which
determination shall be final and binding.
Unless otherwise indicated herein in the box entitled "Special
Issuance Instructions," the undersigned hereby requests that any Old Notes
representing principal amounts not tendered or not accepted for exchange be
issued in the name(s) of the undersigned and that New Notes be issued in the
name(s) of the undersigned (or, in the case of Old Notes delivered by
book-entry transfer, by credit to the account at the Book-Entry Transfer
Facility). Similarly, unless otherwise indicated herein in the box entitled
"Special Delivery Instructions," the undersigned hereby requests that any Old
Notes representing principal amounts not tendered or not accepted for exchange
and New Notes be delivered to the undersigned at the address(es) shown above.
The undersigned recognizes that the Company has no obligation pursuant to the
"Special Issuance Instructions" box or "Special Delivery Instructions" box to
transfer any Old Notes from the name of the registered Holder(s) thereof if the
Company does not accept for exchange any of the principal amount of such Old
Notes so tendered.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL HOLDERS OF OLD NOTES
REGARDLESS OF WHETHER OLD NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)
This Letter of Transmittal must be signed by the Holder(s) of Old
Notes exactly as their name(s) appear(s) on certificate(s) for Old Notes or, if
delivered by a participant in the Book-Entry Transfer Facility, exactly as such
participant's name appears on a security position listing as the owner of Old
Notes, or by person(s) authorized to become Holder(s) by endorsements and
documents transmitted with this Letter of Transmittal. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below under "Capacity" and submit evidence
satisfactory to the Company of such person's authority to so act. See
Instruction 4 below.
If the signature appearing below is not of the record holder(s) of the
Old Notes, then the record holder(s) must sign a valid bond power.
X______________________________________________________________________________
X______________________________________________________________________________
SIGNATURE(S) OF REGISTERED HOLDER(S) OR AUTHORIZED SIGNATORY
Date:____________________________________________________________________, 1997
Name(s):_______________________________________________________________________
(PLEASE PRINT)
Capacity:______________________________________________________________________
Address:_______________________________________________________________________
_______________________________________________________________________________
(INCLUDING ZIP CODE)
Area Code and Telephone No.:___________________________________________________
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
[ ] CHECK HERE IF YOU ARE A BROKER DEALER WHO ACQUIRED THE OLD NOTES FOR ITS
OWN ACCOUNT AS A RESULT OF MARKET MAKING OR OTHER TRADING ACTIVITIES AND
WISH TO RECEIVE ADDITIONAL COPIES OF THE PROSPECTUS AND COPIES OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO.
Name:____________________________________________________________________
Address:_________________________________________________________________
MEDALLION SIGNATURE GUARANTEE (SEE INSTRUCTION 4 BELOW)
Certain Signatures Must Be Guaranteed by an Eligible Institution
_______________________________________________________________________________
(NAME OF ELIGIBLE INSTITUTION GUARANTEEING SIGNATURES)
_______________________________________________________________________________
(ADDRESS (INCLUDING ZIP CODE) AND TELEPHONE NUMBER (INCLUDING AREA CODE) OF
FIRM)
_______________________________________________________________________________
(AUTHORIZED SIGNATURE)
_______________________________________________________________________________
(PRINTED NAME)
_______________________________________________________________________________
(TITLE)
Dated:__________________________________________________________________ , 1997
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SPECIAL ISSUANCE INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4, 5 AND 7)
To be completed ONLY if Old Notes in a principal amount not tendered
or not accepted for exchange are to be issued in the name of, or New Notes are
to be issued in the name of, someone other than the person or persons whose
signature(s) appear(s) within this Letter of Transmittal.
Issue: [ ] Old Notes
[ ] New Notes
(CHECK AS APPLICABLE)
Name:__________________________________________________________________________
(PLEASE PRINT)
Address:_______________________________________________________________________
_______________________________________________________________________________
(ZIP CODE)
_______________________________________________________________________________
(TAX IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(SEE SUBSTITUTE FORM W-9 HEREIN)
Credit Old Notes not tendered or not exchanged by book entry transfer
to the Book Entry Transfer Facility account set below:
_________________________________________________
(BOOK ENTRY TRANSFER FACILITY ACCOUNT NUMBER)
Credit New Notes to the Book Entry Transfer Facility account set below:
_________________________________________________
(BOOK ENTRY TRANSFER FACILITY ACCOUNT NUMBER)
SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 4 AND 5)
To be completed ONLY if Old Notes in a principal amount not tendered
or not accepted for exchange or New Notes are to be sent to someone other than
the person or persons whose signature(s) appear(s) within this Letter of
Transmittal or to an address different from that shown in the box entitled
"Description of Old Notes" within this Letter of Transmittal.
Deliver: [ ] Old Notes
[ ] New Notes
(CHECK AS APPLICABLE)
Name:__________________________________________________________________________
(PLEASE PRINT)
Address:________________________________________________________________________
_______________________________________________________________________________
(ZIP CODE)
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INSTRUCTIONS
Forming Part of the Terms and Conditions of the Exchange Offer
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES FOR OLD NOTES
OR BOOK-ENTRY CONFIRMATIONS; WITHDRAWAL OF TENDERS.
To tender Old Notes in the Exchange Offer, physical delivery of
certificates for Old Notes or confirmation of a book-entry transfer into the
Exchange Agent's account with a Book-Entry Transfer Facility of Old Notes
tendered electronically, as well as a properly completed and duly executed copy
or manually signed facsimile of this Letter of Transmittal, or in the case of a
book-entry transfer, an Agent's Message, and any other documents required by
this Letter of Transmittal, must be received by the Exchange Agent at its
address set forth herein prior to the Expiration Date. Tenders of Old Notes in
the Exchange Offer may be made prior to the Expiration Date in the manner
described in the preceding sentence and otherwise in compliance with this
Letter of Transmittal. THE METHOD OF DELIVERY OF THIS LETTER OF TRANSMITTAL,
CERTIFICATES FOR OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS TO THE EXCHANGE
AGENT, INCLUDING DELIVERY THROUGH DTC AND ANY ACCEPTANCE OF AN AGENT'S MESSAGE
TRANSMITTED THROUGH ATOP, IS AT THE ELECTION AND RISK OF THE HOLDER TENDERING
OLD NOTES. IF SUCH DELIVERY IS MADE BY MAIL, IT IS SUGGESTED THAT THE HOLDER
USE PROPERLY INSURED, REGISTERED MAIL WITH RETURN RECEIPT REQUESTED AND THAT
SUFFICIENT TIME SHOULD BE ALLOWED TO ASSURE TIMELY DELIVERY. NO ALTERNATIVE,
CONDITIONAL OR CONTINGENT TENDERS OF OLD NOTES WILL BE ACCEPTED. Except as
otherwise provided below, the delivery will be made when actually received by
the Exchange Agent. THIS LETTER OF TRANSMITTAL, CERTIFICATES FOR THE OLD NOTES
AND ANY OTHER REQUIRED DOCUMENTS SHOULD BE SENT ONLY TO THE EXCHANGE AGENT, NOT
TO THE COMPANY, THE TRUSTEE OR DTC.
Old Notes tendered pursuant to the Exchange Offer may be withdrawn at
any time prior to 5:00 p.m. New York time on the Expiration Date. In order to
be valid, notice of withdrawal of tendered Old Notes must comply with the
requirements set forth in the Prospectus under the caption "The Exchange Offer
- -- Withdrawal of Tenders."
2. GUARANTEED DELIVERY PROCEDURES.
If Holders desire to tender Old Notes pursuant to the Exchange Offer
and (i) certificates representing such Old Notes are not lost but are not
immediately available, (ii) time will not permit this Letter of Transmittal,
certificates representing such Holder's Old Notes and all other required
documents to reach the Exchange Agent prior to the Expiration Date or (iii) the
procedures for book-entry transfer cannot be completed prior to the Expiration
Date, such Holders may effect a tender of Old Notes in accordance with the
guaranteed delivery procedures set forth in the Prospectus under the caption
"The Exchange Offer -- Guaranteed Delivery Procedures."
Pursuant to the guaranteed delivery procedures:
(i) such tender must be made by or through an Eligible
Institution;
(ii) prior to the Expiration Date, the Exchange Agent must
have received from such Eligible Institution, at one of the addresses set forth
on the cover of this Letter of Transmittal, a properly completed and validly
executed Notice of Guaranteed Delivery (by manually signed facsimile
transmission, mail or hand delivery) in substantially the form provided with
the Prospectus, setting forth the name(s) and address(es) of the registered
Holder(s) and the principal amount of Old Notes being tendered and stating that
the tender is being made thereby and guaranteeing that, within three New York
Stock Exchange ("NYSE") trading days from the date of the Notice of Guaranteed
Delivery, the Letter of Transmittal (or a manually signed facsimile thereof),
properly completed and duly executed, or, in the case of a book-entry transfer,
an Agent's Message, together with certificates representing the Old Notes (or
confirmation of book-entry transfer of such Old Notes into the
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Exchange Agent's account at a Book-Entry Transfer Facility), and any other
documents required by this Letter of Transmittal and the instructions thereto,
will be deposited by such Eligible Institution with the Exchange Agent; and
(iii) this Letter of Transmittal (or a manually signed
facsimile thereof), properly completed and validly executed with any required
signature guarantees, or, in the case of a book-entry transfer, an Agent's
Message, together with certificates for all Old Notes in proper form for
transfer (or a Book-Entry Confirmation with respect to all tendered Old Notes),
and any other required documents must be received by the Exchange Agent within
three NYSE trading days after the date of such Notice of Guaranteed Delivery.
3. PARTIAL TENDERS.
If less than the entire principal amount of any Old Notes evidenced by
a submitted certificate is tendered, the tendering Holder must fill in the
principal amount tendered in the last column of the box entitled "Description
of Old Notes" herein. The entire principal amount represented by the
certificates for all Old Notes delivered to the Exchange Agent will be deemed
to have been tendered, unless otherwise indicated. The entire principal amount
of all Old Notes not tendered or not accepted for exchange will be sent (or, if
tendered by book-entry transfer, returned by credit to the account at the
Book-Entry Transfer Facility designated herein) to the Holder unless otherwise
provided in the "Special Issuance Instructions" or "Special Delivery
Instructions" boxes of this Letter of Transmittal.
4. SIGNATURES ON THIS LETTER OF TRANSMITTAL, BOND POWERS AND
ENDORSEMENTS; GUARANTEE OF SIGNATURES.
If this Letter of Transmittal is signed by the Holder(s) of the Old
Notes tendered hereby, the signature(s) must correspond with the name(s) as
written on the face of the certificate(s) without alteration, enlargement or
any change whatsoever. If this Letter of Transmittal is signed by a participant
in one of the Book-Entry Transfer Facilities whose name is shown as the owner
of the Old Notes tendered hereby, the signature must correspond with the name
shown on the security position listing as the owner of the Old Notes.
If any of the Old Notes tendered hereby are registered in the name of
two or more Holders, all such Holders must sign this Letter of Transmittal. If
any tendered Old Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter of Transmittal and any necessary accompanying
documents as there are different names in which certificates are held.
If this Letter of Transmittal or any certificates for Old Notes or
bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing, and
proper evidence satisfactory to the Company of their authority so to act must
be submitted with this Letter of Transmittal.
IF THIS LETTER OF TRANSMITTAL IS EXECUTED BY A PERSON OR ENTITY WHO IS
NOT THE REGISTERED HOLDER, THEN THE REGISTERED HOLDER MUST SIGN A VALID BOND
POWER, WITH THE SIGNATURE OF SUCH REGISTERED HOLDER GUARANTEED BY A PARTICIPANT
IN A RECOGNIZED MEDALLION SIGNATURE PROGRAM (A "MEDALLION SIGNATURE
GUARANTOR").
No signature guarantee is required if (i) this Letter of Transmittal
is signed by the registered Holder(s) of the Old Notes tendered herewith (or by
a participant in one of the Book-Entry Transfer Facilities whose name appears
on a security position listing as the owner of Old Notes) and certificates for
New Notes or for any Old Notes for principal amounts not tendered or not
accepted for exchange are to be issued, directly to such Holder(s) or, if
tendered by a participant in one of the Book-Entry Transfer Facilities, any Old
Notes for principal amounts not tendered or not accepted for exchange are to be
credited to such participant's account at
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such Book-Entry Transfer Facility and neither the "Special Issuance
Instructions" box nor the "Special Delivery Instructions" box of this Letter of
Transmittal has been completed or (ii) such Old Notes are tendered for the
account of an Eligible Institution. IN ALL OTHER CASES, ALL SIGNATURES ON
LETTERS OF TRANSMITTAL ACCOMPANYING OLD NOTES MUST BE GUARANTEED BY A MEDALLION
SIGNATURE GUARANTOR. In all such other cases (including if this Letter of
Transmittal is not signed by the Holder), the Holder must either properly
endorse the certificates for Old Notes tendered or transmit a separate properly
completed bond power with this Letter of Transmittal (in either case, executed
exactly as the name(s) of the registered Holder(s) appear(s) on such Old Notes,
and, with respect to a participant in a Book-Entry Transfer Facility whose name
appears on a security position listing as the owner of Old Notes, exactly as
the name(s) of the participant(s) appear(s) on such security position listing),
with the signature on the endorsement or bond power guaranteed by a Medallion
Signature Guarantor, unless such certificates or bond powers are executed by an
Eligible Institution.
Endorsements on certificates for Old Notes and signatures on bond
powers provided in accordance with this Instruction 4 by registered Holders not
executing this Letter of Transmittal must be guaranteed by a Medallion
Signature Guarantor.
5. SPECIAL ISSUANCE AND SPECIAL DELIVERY INSTRUCTIONS.
Tendering Holders should indicate in the applicable box or boxes the
name and address to which Old Notes for principal amounts not tendered or not
accepted for exchange or certificates for New Notes, if applicable, are to be
issued or sent, if different from the name and address of the Holder signing
this Letter of Transmittal. In the case of payment to a different name, the
taxpayer identification or social security number of the person named must also
be indicated.
6. TAXPAYER IDENTIFICATION NUMBER.
Each tendering Holder is required to provide the Exchange Agent with
the Holder's social security or Federal employer identification number, on
Substitute Form W-9, which is provided under "Important Tax Information" below,
or alternatively, to establish another basis for exemption from backup
withholding. A Holder must cross out item (2) in the Certification box in Part
III on Substitute Form W-9 if such Holder is subject to backup withholding.
Failure to provide the information on the form may subject such Holder to 31%
Federal backup withholding tax on any payment made to the Holder with respect
to the Exchange Offer. The appropriate box in Part I of the form should be
checked if the tendering or consenting Holder has not been issued a Taxpayer
Identification Number ("TIN") and has either applied for a TIN or intends to
apply for a TIN in the near future. If the box in Part I is checked, the Holder
should also sign the attached Certification of Awaiting Taxpayer Identification
Number. If the Exchange Agent is not provided with a TIN within 60 days
thereafter, the Exchange Agent will withhold 31% on all such payments of the
New Notes until a TIN is provided to the Exchange Agent.
7. TRANSFER TAXES.
The Company will pay all transfer taxes applicable to the exchange and
transfer of Old Notes pursuant to the Exchange Offer, except if (i) deliveries
of certificates for Old Notes for principal amounts not tendered or not
accepted for exchange are registered or issued in the name of any person other
than the Holder of Old Notes tendered thereby, (ii) tendered certificates are
registered in the name of any person other than the person signing this Letter
of Transmittal or (iii) a transfer tax is imposed for any reason other than the
exchange of Old Notes pursuant to the Exchange Offer, in which case the amount
of any transfer taxes (whether imposed on the registered Holder or any other
persons) will be payable by the tendering Holder. If satisfactory evidence of
payment of such taxes or exemption therefrom is not submitted herewith, the
amount of such transfer taxes will be billed directly to such tendering Holder.
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8. IRREGULARITIES.
All questions as to the form of all documents and the validity
(including time of receipt) and acceptance of all tenders and withdrawals of
Old Notes will be determined by the Company, in its sole discretion, which
determination shall be final and binding. ALTERNATIVE, CONDITIONAL OR
CONTINGENT TENDERS OF OLD NOTES WILL NOT BE CONSIDERED VALID. The Company
reserves the absolute right to reject any and all tenders of Old Notes that are
not in proper form or the acceptance of which, in the Company's opinion, would
be unlawful. The Company also reserve the right to waive any defects,
irregularities or conditions of tender as to particular Old Notes. The
Company's interpretations of the terms and conditions of the Exchange Offer
(including the instructions in this Letter of Transmittal) will be final and
binding. Any defect or irregularity in connection with tenders of Old Notes
must be cured within such time as the Company determines, unless waived by the
Company. Tenders of Old shall not be deemed to have been made until all defects
or irregularities have been waived by the Company or cured. A defective tender
(which defect is not waived by the Company or cured by the Holder) will not
constitute a valid tender of Old Notes and will not entitle the Holder to New
Notes. None of the Company, the Trustee, the Exchange Agent or any other person
will be under any duty to give notice of any defect or irregularity in any
tender or withdrawal of any Old Notes, or incur any liability to Holders for
failure to give any such notice.
9. WAIVER OF CONDITIONS.
The Company reserve the right, in its reasonable discretion, to amend
or waive any of the conditions to the Exchange Offer.
10. MUTILATED, LOST, STOLEN OR DESTROYED CERTIFICATES FOR OLD NOTES.
Any Holder whose certificates for Old Notes have been mutilated, lost,
stolen or destroyed should write to or telephone the Trustee at the address or
telephone number set forth on the cover of this Letter of Transmittal for the
Exchange Agent.
11. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering Old Notes and
requests for assistance or additional copies of the Prospectus, this Letter of
Transmittal, the Notice of Guaranteed Delivery or other documents may be
directed to the Exchange Agent, whose address and telephone number appear
above.
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IMPORTANT TAX INFORMATION
Under Federal income tax laws, a Holder who tenders Old Notes prior to
receipt of the New Notes is required to provide the Exchange Agent with such
Holder's correct TIN on the Substitute Form W-9 below or otherwise establish a
basis for exemption from backup withholding. If such Holder is an individual,
the TIN is his or her social security number. If the Exchange Agent is not
provided with the correct TIN, a $50 penalty may be imposed by the Internal
Revenue Service ("IRS") and payments, including any New Notes, made to such
Holder with respect to Old Notes exchanged pursuant to the Exchange Offer may
be subject to backup withholding.
Certain Holders (including, among others, all corporations and certain
foreign persons) are not subject to these backup withholding and reporting
requirements. Exempt Holders should indicate their exempt status on the
Substitute Form W-9. A foreign person may qualify as an exempt recipient by
submitting to the Exchange Agent a properly completed IRS Form W-8, signed
under penalties of perjury, attesting to that Holder's exempt status. A Form
W-8 can be obtained from the Exchange Agent. See the enclosed "Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9" for
additional instructions. Holders are urged to consult their own tax advisors to
determine whether they are exempt.
If backup withholding applies, the Exchange Agent is required to
withhold 31% of any payments made to the Holder or other payee. Backup
withholding is not an additional Federal income tax. Rather, the Federal income
tax liability of persons subject to backup withholding will be reduced by the
amount of tax withheld. If withholding results in an overpayment of taxes, a
refund may be obtained from the IRS.
PURPOSE OF SUBSTITUTE FORM W-9
To prevent backup withholding on payments, including any New Notes,
made with respect to Old Notes exchanged pursuant to the Exchange Offer, the
Holder is required to provide the Exchange Agent with (i) the Holder's correct
TIN by completing the form below, certifying that the TIN provided on the
Substitute Form W-9 is correct (or that such Holder is awaiting a TIN) and that
(A) such Holder is exempt from backup withholding, (B) the Holder has not been
notified by the IRS that the Holder is subject to backup withholding as a
result of failure to report all interest or dividends or (C) the IRS has
notified the Holder that the Holder is no longer subject to backup withholding
and (ii) if applicable, an adequate basis for exemption.
WHAT NUMBER TO GIVE THE EXCHANGE AGENT
The Holder is required to give the Exchange Agent the TIN (e.g.,
social security number or employer identification number) of the registered
Holder. If the Old Notes are held in more than one name or are held not in the
name of the actual owner, consult the enclosed "Guidelines for Certification of
Taxpayer Identification Number on Substitute Form W-9" for additional guidance
on which number to report.
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SUBSTITUTE FORM W-9
REQUEST FOR TAXPAYER IDENTIFICATION NUMBER AND CERTIFICATION
PAYOR'S NAME: UNITED AUTO GROUP, INC.
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PAYEE INFORMATION
(Please print or type)
Individual or business name (if joint account, list first and circle the name of person or entity whose number you furnish
in Part 1 below):
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Check appropriate box: [ ] Individual/Sole proprietor [ ] Corporation [ ] Partnership [ ] Other ________
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Address (number, street, and apt. or suite no.): _____________________________________________________________________________
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City, state, and ZIP code: ___________________________________________________________________________________________________
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PART I TAXPAYER IDENTIFICATION NUMBER ("TIN") PART II PAYEES EXEMPT FROM
Enter your TIN below. For individuals, this is your social security number. For BACKUP WITHHOLDING
other entities, it is your employer identification number. Refer to the chart on Check box (See page 2 of the
page 1 of the Guidelines for Certification of Taxpayer Identification Number on Guidelines for further
Substitute Form W-9 (the "Guidelines") for further clarification. If you do not clarification. Even if you
have a TIN, see instructions on how to obtain a TIN on page 2 of the Guidelines, are exempt from backup
check the appropriate box below indicating that you have applied for a TIN and, in withholding, you should still
addition to the Part III Certification, sign the attached Certification of Awaiting complete and sign the
Taxpayer Identification Number. certification below):
[ ] EXEMPT
Social security number:
[ ] [ ] [ ] - [ ] [ ] - [ ] [ ] [ ] [ ]
[ ] Applied For
Employer identification number:
[ ] [ ] - [ ] [ ] [ ] [ ] [ ] [ ] [ ]
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PART III CERTIFICATION
Certification Instructions: You must cross out item 2 below if you have been notified by the Internal Revenue Service (the
"IRS") that you are currently subject to backup withholding because of underreporting interest or dividends on your tax return
(See page 2 of the Guidelines for further clarification).
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me),
and
2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, (b) I have not been notified by the
IRS that I am subject to backup withholding as a result of a failure to report all interest or dividends or (c) the IRS has
notified me that I am no longer subject to backup withholding.
SIGNATURE________________________ DATE_________________________
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NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN BACKUP WITHHOLDING OF 31% OF ANY
PAYMENT MADE TO YOU PURSUANT TO THE EXCHANGE OFFER. PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF
TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATION IF YOU CHECKED THE BOX "APPLIED FOR" IN PART I OF
SUBSTITUTE FORM W-9
CERTIFICATION OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify, under penalties of perjury, that a TIN has not been issued to me, and either (a) I have mailed
or delivered an application to receive a TIN to the appropriate IRS Service Center or Social Security
Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that I
must provide a TIN to the payor within 60 days of submitting this Substitute Form W-9 and that if I do not provide
a TIN to the payor within 60 days, the payor is required to withhold 31% of all reportable payments thereafter to
me until I furnish the payor with a TIN.
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Signature
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Date