S-3

   1
 
   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 24, 1998
                                                 REGISTRATION NO. 333-
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                       SECURITIES AND EXCHANGE COMMISSION
 
                             WASHINGTON, D.C. 20549
                          ---------------------------
 
                                    FORM S-3
                             REGISTRATION STATEMENT
                                     UNDER
                           THE SECURITIES ACT OF 1933
                          ---------------------------
 
                            GROUP 1 AUTOMOTIVE, INC.
 
                (Name of registrant as specified in its charter)
 
                                                 
                     DELAWARE                                           76-0506313
 (State or other jurisdiction of incorporation or          (I.R.S. Employer Identification No.)
                   organization)


 
  SEE "TABLE OF ADDITIONAL REGISTRANTS" ON THE FOLLOWING PAGE FOR INFORMATION
  RELATING TO THE SUBSIDIARIES OF GROUP 1 AUTOMOTIVE, INC. THAT MAY GUARANTEE
           PAYMENTS OWED ON THE DEBT SECURITIES REGISTERED HEREUNDER.
 
                                                      
 
                950 ECHO LANE, SUITE 350                                 B.B. HOLLINGSWORTH, JR.
                  HOUSTON, TEXAS 77024                                     CHAIRMAN, PRESIDENT
                     (713) 467-6268                                    AND CHIEF EXECUTIVE OFFICER
  (ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,                         (713) 467-6268
INCLUDING AREA CODE, OF REGISTRANT'S PRINCIPAL EXECUTIVE    (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE
                        OFFICES)                            NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)


 
                                    Copy to:
                                 JOHN S. WATSON
                             VINSON & ELKINS L.L.P.
                             2300 FIRST CITY TOWER
                           HOUSTON, TEXAS 77002-6760
                                 (713) 758-2222
                              (713) 758-2346 (FAX)
                          ---------------------------
 
    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the 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. [ ]
    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. [X]
    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. [ ]
    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. [ ]
    If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
                        CALCULATION OF REGISTRATION FEE
 


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                   TITLE OF EACH CLASS OF                           PROPOSED MAXIMUM                 AMOUNT OF
              SECURITIES TO BE REGISTERED (1)                 AGGREGATE OFFERING PRICE (2)        REGISTRATION FEE
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Debt Securities (3)(7)......................................
Preferred Stock (4)(7)......................................
Depositary Shares (5)(7)....................................
Common Stock, including attached preferred share
  purchase rights (6)(7)....................................
Guarantees (8)..............................................
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         Total..............................................        $250,000,000(9)                   $69,500
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   (1) Certain information as to each class of securities to be registered is
       not specified in accordance with General Instruction II.D. to Form S-3
       under the Securities Act of 1933, as amended.
   (2) The proposed maximum aggregate offering price has been estimated solely
       to calculate the registration fee under Rule 457(o).
   (3) Subject to Note (9) below, we are registering an indeterminate principal
       amount of debt securities. If any debt securities are issued at an
       original issue discount, then the offering price may be increased to the
       extent not to exceed the proposed maximum aggregate offering price less
       the dollar amount of any securities previously issued.
   (4) Subject to note (9) below, we are registering an indeterminate number of
       shares of preferred stock.
   (5) Subject to note (9) below, we are registering an indeterminate number of
       Depositary Shares to be evidenced by depositary receipts issued pursuant
       to a deposit agreement. In the event we elect to offer to the public
       fractional interests in shares of the preferred stock registered
       hereunder, depositary receipts will be distributed to those persons
       purchasing such fractional interests and such shares will be issued to
       the depositary under the deposit agreement.
   (6) Subject to note (9) below, we are registering an indeterminate number of
       shares of common stock. Each share of common stock includes an associated
       Preferred Share Purchase Right (a "Right"). Until the occurrence of
       certain prescribed events, none of which has occurred, the Rights are not
       exercisable, are evidenced by the certificates representing the common
       stock, and will be transferred only with the common stock.
   (7) Subject to note (9) below, we are registering an indeterminate dollar
       amount of debt securities, preferred stock, depositary shares and common
       stock, to be issued upon conversion or redemption, or upon the exercise
       of debt securities, preferred stock or depositary shares.
   (8) We are registering the guarantees that may be provided by the
       subsidiaries named in the "Table of Additional Registrants" on the
       following page of the obligations of Group 1 Automotive, Inc. under the
       debt securities. No additional consideration will be received for such
       guarantees. Pursuant to Rule 457(n) under the Securities Act, no
       additional filing fee is required in connection with such guarantees.
   (9) In no event will the aggregate initial offering price of all securities
       issued exceed $250,000,000 or the equivalent in one or more foreign
       currencies, foreign currency units, or composite currencies. The
       aggregate amount of common stock registered is further limited to that
       which is permissible under Rule 415(a)(4) under the Securities Act. The
       registered securities may be sold separately or as units with other
       registered securities.
    THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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   2
 
                        TABLE OF ADDITIONAL REGISTRANTS
 
                    UNDER REGISTRATION STATEMENT ON FORM S-3
 
     The following subsidiaries of Group 1 Automotive, Inc. are co-registrants
under this Registration Statement for the purpose of providing guarantees, if
any, of payments on debt securities registered hereunder:
 


                   SUBSIDIARY                        STATE OF ORGANIZATION     IRS EMPLOYER ID NO.
                   ----------                        ---------------------     -------------------
                                                                         
Southwest Toyota, Inc.                            Texas                        76-0173063
SMC Luxury Cars, Inc.                             Texas                        76-0270456
McCall Automotive Group, Inc.                     Delaware                     Applied For
Courtesy Nissan, Inc.                             Texas                        75-1905979
Group 1 Ford, Inc.                                Texas                        74-2861544
McKinney Dodge, Inc.                              Texas                        75-2763925
Smith Automotive Group, Inc.                      Texas                        76-0568340
Mike Smith Automotive-H, Inc.                     Texas                        Applied For
Mike Smith Automotive-N, Inc.                     Texas                        76-0566784
Mike Smith Autoplaza, Inc.                        Texas                        76-0202396
Mike Smith Autoplex, Inc.                         Texas                        76-0561393
Mike Smith Autoplex Buick, Inc.                   Texas                        76-0566787
Mike Smith Autoplex Dodge, Inc.                   Texas                        76-0566783
Mike Smith Autoplex-German Imports, Inc.          Texas                        76-0566786
Mike Smith Autoplex-V, Inc.                       Texas                        76-0566788
Mike Smith L/M, Inc.                              Texas                        Applied For
Mike Smith GM, Inc.                               Texas                        Applied For
Round Rock Nissan, Inc.                           Texas                        76-0513858
Smith, Liu & Corbin, Inc.                         Texas                        76-0173063
Smith, Liu & Kutz, Inc.                           Texas                        76-0140051
Town North Imports, Inc.                          Texas                        74-2551405
Town North Nissan, Inc.                           Texas                        74-2360462
Town North Suzuki, Inc.                           Texas                        74-2443143
Bob Howard Automotive-A, Inc.                     Oklahoma                     Applied For
Bob Howard Automotive-H, Inc.                     Oklahoma                     73-1443717
Bob Howard Chevrolet, Inc.                        Oklahoma                     73-1329605
Bob Howard Dodge, Inc.                            Oklahoma                     73-1494123
Bob Howard Motors, Inc.                           Oklahoma                     73-1370828
Bob Howard Nissan, Inc.                           Oklahoma                     73-1524179
Howard Automotive Group, Inc.                     Oklahoma                     73-1540344
Howard Pontiac-GMC, Inc.                          Oklahoma                     73-1022200
Foyt Motors, Inc.                                 Texas                        76-0237540
Kingwood Motors-H, Inc.                           Texas                        Applied For
Koons Ford, Inc.                                  Florida                      59-1914202
Courtesy Ford, Inc.                               Florida                      76-0558145
Perimeter Ford, Inc.                              Delaware                     76-0558147
Flamingo Ford, Inc.                               Florida                      59-3501408
J. Carroll Management Group, Inc.                 Florida                      65-0817420
Prestige Chrysler Plymouth Northwest, Ltd.        Texas (limited partnership)  74-2679593
MMK Interests, Inc.                               Texas                        74-2679591
Prestige Chrysler Plymouth South, Ltd.            Texas (limited partnership)  74-2690980
Prestige Chrysler Plymouth, Inc.                  Texas                        74-2571848
Maxwell Chrysler Plymouth Jeep Eagle, Ltd.        Texas (limited partnership)  74-2690982
Maxwell Chrysler Plymouth Dodge, Inc.             Texas                        74-2398548
Highland Autoplex, Inc.                           Texas                        74-2873513
Prestige Maxwell, Inc.                            Delaware                     51-0379880
Maxwell Ford, Ltd.                                Texas (limited partnership)  74-2884783
Maxwell Holdings, Inc.                            Delaware                     51-0382407
Maxwell Texas Management, Inc.                    Texas                        74-2884780
Casa Chevrolet Inc.                               New Mexico                   85-0450426
Casa Chrysler Plymouth Jeep Inc.                  New Mexico                   85-0450428
Johns Automotive Group, Inc.                      New Mexico                   Applied For
Luby Chevrolet Co.                                Delaware                     84-0459450

   3
 
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THOSE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THOSE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
                 SUBJECT TO COMPLETION, DATED DECEMBER 24, 1998
PROSPECTUS
 
Group 1 Automotive, Inc.
950 Echo Lane, Suite 350
Houston, Texas 77024
(713) 467-6268
 
                                DEBT SECURITIES
                                PREFERRED STOCK
                                  COMMON STOCK
 
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    We may offer and sell the securities listed above with an aggregate offering
price up to $250 million in connection with this prospectus. We will provide
specific terms of these offerings and securities in supplements to this
prospectus, including whether the debt securities are guaranteed by all of our
subsidiaries.
 
     YOU SHOULD READ THIS PROSPECTUS AND ANY SUPPLEMENT TO THIS PROSPECTUS
CAREFULLY BEFORE YOU INVEST, INCLUDING THE RISK FACTORS WHICH BEGIN ON PAGE 4 OF
THIS PROSPECTUS.
 
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
 
This prospectus is dated           , 1999.
   4
 
                               TABLE OF CONTENTS
 


                                        PAGE
                                        ----
                                     
About This Prospectus.................    2
Where You Can Find More Information...    2
Cautionary Statement About Forward-
  Looking Statements..................    3
The Company...........................    3
Risk Factors..........................    4
Use of Proceeds.......................   11
Ratios of Earnings to Fixed Charges...   11
Description of Debt Securities........   11
Description of Capital Stock..........   20
Depositary Shares.....................   24
Plan of Distribution..................   25
Legal Matters.........................   26
Experts...............................   26

 
                             ABOUT THIS PROSPECTUS
 
     This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission (the "SEC") utilizing a "shelf" registration
process. Under this shelf registration process, we may sell any combination of
the securities described in this prospectus in one or more offerings up to a
total dollar amount of $250 million. This prospectus provides you with a general
description of the securities we may offer. Each time we sell securities, we
will provide a prospectus supplement that will contain specific information
about the terms of the offering and the securities. The prospectus supplement
may also add, update or change information contained in this prospectus. Any
statement that we make in this prospectus will be modified or superseded by any
inconsistent statement made by us in a prospectus supplement. You should read
both this prospectus and any prospectus supplement together with additional
information described under the heading "Where You Can Find More Information."
 
                      WHERE YOU CAN FIND MORE INFORMATION
 
     We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the regional offices of the SEC located at
7 World Trade Center, Suite 1300, New York, New York 10048 and at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. You may obtain information
on the operation of the SEC's public reference room in Washington, D.C. by
calling the SEC at 1-800-SEC-0330. We also file such information with the New
York Stock Exchange. Such reports, proxy statements and other information may be
read and copied at 30 Broad Street, New York, New York 10005.
 
     The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the documents listed below and any further filings made with the
SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act of
1934 (the "Exchange Act") until we sell all of the securities or we terminate
this offering:
 
     - Our Annual Report on Form 10-K for the year ended December 31, 1997 (as
       amended on April 15, 1998);
 
     - Our Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998,
       June 30, 1998 (as amended on September 22, 1998) and September 30, 1998;
 
     - Our Current Reports on Form 8-K, filed March 31, 1998 (as amended on May
       28, 1998), April 15, 1998, (as amended on June 11, 1998) and December 11,
       1998; and
 
     - The description of the common stock contained in our Form 8-A dated
       October 7, 1997.
 
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   5
 
     You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
     Scott L. Thompson
     Senior Vice President -- Chief
          Financial Officer & Treasurer
     Group 1 Automotive, Inc.
     950 Echo Lane, Suite 350
     Houston, Texas 77024
     (713) 467-6268
 
     You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
 
                           CAUTIONARY STATEMENT ABOUT
                           FORWARD-LOOKING STATEMENTS
 
     This prospectus contains statements that constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act (the
"Securities Act") and Section 21E of the Securities Exchange Act (the "Exchange
Act"). These statements appear in a number of places in this prospectus and
include statements regarding our plans, beliefs or current expectations,
including those plans, beliefs and expectations of our officers and directors
with respect to, among other things:
 
     - future acquisitions,
 
     - expected future cost savings,
 
     - future capital expenditures,
 
     - trends affecting our future financial condition or results of operations,
       and
 
     - our business strategy regarding future operations.
 
     Any such forward-looking statements are not assurances of future
performance and involve risks and uncertainties. Actual results may differ
materially from anticipated results for a number of reasons, including:
 
     - industry conditions,
 
     - future demand for new and used vehicles,
 
     - restrictions imposed on us by automobile manufacturers,
 
     - the ability to obtain the consents of automobile manufacturers to our
       acquisitions,
 
     - the availability of capital resources, and
 
     - the willingness of acquisition candidates to accept our common stock as
       currency.
 
     The information contained in this prospectus, including the information set
forth under the heading "Risk Factors," identifies additional factors that could
affect our operating results and performance. We urge you to carefully consider
those factors.
 
     All forward-looking statements attributable to us are expressly qualified
in their entirety by this cautionary statement.
 
                                   DISCLAIMER
 
     No Manufacturer or Distributor (as defined in this prospectus) has been
involved, directly or indirectly, in the preparation of this prospectus or in
any offering made hereby. No Manufacturer or Distributor has made any statements
or representations in connection with the offering or has provided any
information or materials that were used in connection with the offering, and no
Manufacturer or Distributor has any responsibility for the accuracy or
completeness of this prospectus.
 
                                  THE COMPANY
 
     We are a leading operator and consolidator in the highly fragmented
automotive retailing industry. We currently own 59 automobile dealership
franchises representing 23 different brands of automobiles and 12 collision
service centers located in Texas, Oklahoma, Florida, New Mexico, Georgia and
Colorado. Through our dealerships, we sell new and used cars and light trucks,
provide maintenance and repair services, sell replacement parts and arrange
related financing, vehicle service contracts and insurance.
 
     We were incorporated in Delaware in December 1995. We began operating
automobile dealerships in November 1997 when we acquired our four "founding
groups" in four separate simultaneous transactions. Our founding groups owned 30
dealership franchises, and, since then, we have acquired an additional 35
dealership franchises in 10 separate acquisitions. During
 
                                        3
   6
 
1998, we sold one Subaru franchise and returned
one Kia franchise to the manufacturer. In addition, Chrysler ceased operation of
the Eagle brand nationally, of which we had four franchises. These six
franchises were insignificant to our operations.
 
     Our corporate headquarters is located in Houston, Texas at 950 Echo Lane,
Suite 350, Houston, Texas 77024 (telephone: (713) 467-6268).
 
                                  RISK FACTORS
 
     You should carefully consider and evaluate all of the information in this
prospectus, including the risk factors set forth below, before investing.
 
MANUFACTURER RESTRICTIONS
 
     The following table sets forth the percentage of our new vehicle retail
unit sales attributable to the manufacturers we represent:
 


                                   PERCENTAGE OF OUR
                                      NEW VEHICLE
                                    PRO FORMA RETAIL
                                   UNITS FOR THE NINE
                                      MONTHS ENDED
          MANUFACTURER             SEPTEMBER 30, 1998
          ------------             ------------------
                                
Ford.............................         26.0%
Toyota/Lexus.....................         19.4
Chrysler.........................         18.3
General Motors...................         14.1
Nissan...........................          9.4
Honda/Acura......................          9.2
Other............................          3.6
                                         -----
Total............................        100.0%
                                         =====

 
     The loss of our relationships with one or more of these manufacturers could
have an adverse effect on our business.
 
     The term Manufacturers refers to Ford Motor Company ("Ford"), General
Motors Corporation ("GM"), Daimler Chrysler Corporation ("Chrysler"), Toyota
Motor Corp. and Toyota Motor Sales, U.S.A., Inc. (collectively "Toyota"), Honda
Motor Co., Ltd. and American Honda Motor Co., Inc. (collectively "Honda"),
Nissan Motor Co., Ltd. and Nissan Motor North America, Inc. (collectively
"Nissan"), Mitsubishi Motor Sales of America, Inc., American Isuzu Motors, Inc.,
American Suzuki Motor Corporation and Volvo Cars of North America, Inc., which
are all manufacturers of new cars that we sell.
 
     FRANCHISE AGREEMENTS.  Each of our dealerships operates under a franchise
agreement with one of our Manufacturers (or authorized distributors
("Distributors")). Under our dealership franchise agreements, the Manufacturers
exert considerable influence over the operations of our dealerships. Each of the
franchise agreements may be terminated or not renewed by the Manufacturer for a
variety of reasons, including any unapproved change of ownership or management.
While we believe that we will be able to renew all of our franchise agreements,
we cannot guarantee that all of our franchise agreements will be renewed or that
the terms of the renewals will be favorable to us.
 
     Our franchise agreements do not give us the exclusive right to sell a
Manufacturer's product within a given geographic area. Accordingly, a
Manufacturer may, subject to any protection of state law, grant another dealer a
franchise to start a new dealership near one of our locations, or an existing
dealer may move its dealership to a location which would compete directly with
us. The location of new dealerships near our existing dealerships could
adversely affect our operations.
 
     ACQUISITIONS.  We must obtain the consent of the Manufacturer prior to the
acquisition of any of its dealership franchises. Delays in obtaining, or failing
to obtain, Manufacturer approvals for dealership acquisitions, could adversely
affect our growth strategy. Obtaining the consent of a Manufacturer for the
acquisition of a dealership could take a significant amount of time or might be
rejected entirely. Obtaining the approvals of the Manufacturers for the
acquisition of our founding groups took almost one year. Although the
Manufacturer approvals of our recent acquisitions have taken significantly less
time, future approvals may not be prompt and such approvals may not be
ultimately obtained.
 
     In determining whether to approve an acquisition, Manufacturers may
consider many factors, including the moral character and business experience of
the dealership principals and the financial condition, ownership structure and
customer satisfaction index scores of our dealerships.
 
     Our Manufacturers attempt to measure customers' satisfaction with
automobile dealerships through systems generally known as the customer
satisfaction index or "CSI". The Manufacturers have modified the components of
their CSI scores from time to time in the past, and they may replace them with
different systems. Failure of our dealerships to comply with a Manufacturer's
CSI standards could adversely affect our ability to acquire additional
dealerships.
 
                                        4
   7
 
     In addition, a Manufacturer may limit the total number of its dealerships
that we may own or the number that we may own in a particular geographic area.
 
     Ford.  Ford currently limits the number of dealerships that we may own to
the greater of (1) 15 Ford and 15 Lincoln Mercury dealerships and (2) that
number of Ford and Lincoln Mercury dealerships accounting for 5% of the
preceding year's total Ford and Lincoln Mercury retail sales of those brands in
the United States. In addition, Ford limits us to one Ford dealership in a
Ford-defined market area having two or less authorized Ford dealerships and
one-third of the Ford dealerships in any Ford-defined market area having more
than three authorized Ford dealerships.
 
     Ford also has the right of first refusal to acquire a Ford franchised
dealership when its ownership changes.
 
     Toyota.  Toyota currently limits the number of dealerships that we may own
to (1) seven Toyota (subject to increase based on certain criteria) and three
Lexus dealerships nationally, (2) the greater of one dealership or 20% of the
Toyota dealer count in a Toyota-defined "Metro" market, (3) a specified number
(ranging from three to five) in any Toyota region (currently 12 geographic
regions), provided that the number increases to seven for a region if, based on
a calculation relating to retail sales, our dealerships account for less than 9%
of the amount calculated for all the Toyota dealerships in that region, and (4)
two Lexus dealerships in any one of the four Lexus geographic areas.
 
     In addition, Toyota requires that at least nine months elapse between
acquisitions of Toyota or Lexus dealerships.
 
     Chrysler.  Currently, we have no agreement with Chrysler restricting our
ability to acquire Chrysler dealerships. Chrysler has advised us that in
determining whether to approve an acquisition of a Chrysler dealership, Chrysler
considers the number of Chrysler dealerships the acquiring company already owns.
Chrysler currently considers carefully, on a case-by-case basis, any acquisition
that would cause the acquiring company to own more than 10 Chrysler dealerships
nationally, six in the same Chrysler-defined zone and two in the same market.
 
     General Motors.  General Motors currently limits the number of GM
dealerships that we may acquire prior to October 1999 to seven additional GM
dealership locations (any one dealership, however, may include a number of
different GM franchises, such as a combination of GMC, Pontiac and Buick
franchises). In addition, GM limits the maximum number of GM dealerships that we
may acquire at any time to 50% of the GM dealerships, by franchise line, in a
GM-defined geographic market area. However, our current agreement with GM does
not include Saturn dealerships and our future acquisition of a Saturn dealership
will be subject to GM approval on a case-by-case basis.
 
     Nissan.  Nissan restricts us from owning Nissan dealerships whose primary
marketing areas ("PMA", as defined by Nissan) competitive segment registration
count comprises more than 5% of Nissan's total national competitive segment
registrations based on the sum of the retail competitive segment registrations
in PMAs associated with us; or 20% of any Nissan region's total competitive
segment registrations contained in all PMAs associated with us in that region.
 
     Honda.  Honda currently limits the number of dealerships that we may own to
(1) seven Honda and three Acura franchises nationally, (2) one Honda dealership
in a Honda-defined "Metro" market with two to 10 Honda dealership points, (3)
two Honda dealerships in a Metro market with 11 to 20 Honda dealership points,
(4) three Honda dealerships in a Metro market with 21 or more Honda dealership
points, (5) no more than 4% of the Honda dealerships in any one of the 10 Honda
geographic zones, (6) one Acura dealership in a Metro market, and (7) two Acura
dealerships in any one of the six Acura geographic zones.
 
     Under a proposed new agreement with Honda, we could acquire Honda
dealerships representing up to 6% of total Honda unit sales in the United States
by December 31, 2005, increasing 1% each year beginning January 1, 2002 from the
2% level in effect through December 31, 2001. Similarly, we could acquire,
through December 31, 2001, no more than 5% of Honda unit sales in the Florida,
Georgia, Alabama and Tennessee zone, 7% of Honda unit sales in the Texas,
Louisiana, Mississippi and Arkansas zone and 3% of Honda unit sales in any other
zone. Under the proposed agreement we may acquire no
 
                                        5
   8
 
more than 25% of the Honda dealer points in the Houston Metro market and 15% of
the dealer points in any other Metro market. Also under the proposed new
agreement, we could acquire no more than two Acura dealerships in a Metro market
with four or more dealer points and one Acura dealership in other Metro markets,
three Acura dealerships in any one of the six Acura geographic zones and five
Acura dealerships nationally.
 
     We currently own six Ford, one Lincoln, one Mercury, 21 Chrysler, two
Toyota, one Lexus, three Honda and two Acura dealership franchises and six
General Motors dealership locations. Under the limitations currently imposed by
the manufacturers represented by our dealerships, we may acquire no more than
five additional Toyota dealerships (subject to increase based on certain
criteria), two additional Lexus dealerships, four additional Honda dealerships,
one additional Acura dealership, approximately 400 additional Ford and Lincoln
Mercury dealerships and seven additional GM dealership locations prior to
October 1999, subject to being increased.
 
     FINANCINGS.  Provisions in our agreements with our Manufacturers may
restrict in the future our ability to obtain financing. Our current agreement
with Honda requires Honda's consent for any equity offering. Honda's proposed
new agreement with us does not contain that requirement. We have not negotiated
or executed the proposed new agreement, nor have we obtained Honda's consent for
any offering in connection with this prospectus. If Honda were to claim a
violation of its existing agreement with us and seek to enforce its remedies, we
could be adversely affected.
 
     If we materially breach our agreement with Honda, Honda could purchase our
Honda and Acura dealerships at their fair market value and terminate our dealer
agreements with Honda and Acura. For the nine-month period ended September 30,
1998, our Honda and Acura dealerships represented approximately 8.9% and 8.4% of
our pro forma revenues and operating income, respectively.
 
     Honda's new agreement prohibits pledging the stock of Honda franchised
dealerships to secure debt financing, although it allows pledging the proceeds
from the sale of Honda franchised dealership stock.
 
     Our agreement with General Motors contains provisions prohibiting pledging
the stock of our GM franchised dealerships. Our agreement with Ford permits
pledging our Ford franchised dealerships' stock and assets, but only for Ford
dealership-related debt. Moreover, our Ford agreement permits our Ford
franchised dealerships to guarantee, and to use Ford franchised dealership
assets to secure, our debt, but only for Ford dealership-related debt. Ford has
waived that requirement for the offering of Debt Securities covered by this
prospectus. If, however, we fail to meet certain minimum financial ratios Ford
can reject any acquisitions of Ford franchised dealerships and/or purchase our
Ford franchised dealerships.
 
     OUR OWNERSHIP AND MANAGEMENT.  As a condition to granting their consent to
our previous acquisitions and our initial public offering, some Manufacturers
have imposed other restrictions on us.
 
     These restrictions prohibit:
 
     - any one person who in the opinion of the Manufacturer is unqualified to
       own its franchised dealership or has interests incompatible with the
       Manufacturer from acquiring more than a specified percentage of our
       common stock (5% in the case of Honda; 20% in the case of General Motors,
       Toyota and Nissan, and 50% in the case of Ford;
 
     - certain material changes in us or extraordinary corporate transactions
       such as a merger or sale of a material amount of our assets;
 
     - the removal of a dealership general manager without the consent of the
       Manufacturer;
 
     - the use of dealership facilities to sell or service new vehicles of other
       Manufacturers; and
 
     - changes in control of our Board of Directors or management.
 
     If we are unable to comply with these restrictions, we generally must (1)
sell the assets of the dealerships to the Manufacturer or to a third party
acceptable to the Manufacturer or (2) terminate the dealership agreements with
the Manufacturer. The Manufacturers may impose additional restrictions on us in
the future. Our
 
                                        6
   9
 
failure to meet these restrictions may adversely affect, our business and
acquisition strategy.
 
     Our current agreement with Honda gives Honda the right to approve the
acquisition of more than 5% of our common stock by any individual or entity, and
any subsequent acquisition of more than 10% by such individual, if Honda
determines that such acquisition is reasonably detrimental to its interests.
Honda may determine that such acquisition is reasonably detrimental to its
interests if the acquiring person: competes with Honda, has criminal
affiliations or a criminal record, has inadequate experience in the automotive
sales and service business, has an unacceptable credit rating, has unacceptable
CSI scores or has had prior unsatisfactory relationships with Honda.
 
     An institutional investor may acquire up to 10% of our common stock without
the consent of Honda, unless the institutional investor: competes with Honda,
has criminal affiliations or a criminal record, or has acquired, or has a
reasonable likelihood of acquiring, a controlling interest in us.
 
     We are required to notify Honda with respect to any such acquisition or
proposed acquisition, and if Honda does not approve of the acquisition, we are
required to use our best efforts to prevent the acquisition or, if the
acquisition has already occurred, to reacquire the shares so transferred. If we
are unable to prevent the acquisition or to reacquire the shares we will be in
material breach of our agreement with Honda.
 
     In addition, under our agreement with Honda, each stockholder of the
founding groups has agreed not to sell, transfer or in any manner encumber any
of the shares of our common stock he acquired in connection with our acquisition
of the founding groups, or enter into any agreement or other arrangement
providing for the voting of such shares of common stock, without the prior
written approval of Honda. If one of these stockholders violates this
restriction, we must inform Honda. If Honda does not approve the transfer, and
we cannot acquire the shares or arrange for the retransfer of such shares to a
person approved by Honda, we will be in breach of our agreement with Honda. The
new agreement proposed by Honda does not contain these restrictions on our
stockholders.
 
     Our agreement with Honda also provides that if an entity that Honda has not
approved acquires or threatens to acquire a controlling interest in us or any of
our Honda or Acura dealerships, we will be in breach of our agreement with
Honda.
 
     OPERATIONS.  We depend on our Manufacturers for operational support:
 
     - We depend on the Manufacturers to provide us with a desirable mix of new
       vehicles. The most popular vehicles usually produce the highest profit
       margins and are frequently difficult to obtain from the Manufacturers. If
       we cannot obtain sufficient quantities of the most popular models, our
       profitability may be adversely affected. Sales of less desirable models
       may reduce our profit margins.
 
     - We depend on the Manufacturers for sales incentives and other programs
       that are intended to promote dealership sales or support dealership
       profitability. Manufacturers historically have made many changes to their
       incentive programs during each year. A discontinuation or change in
       Manufacturers' incentive programs could adversely affect our business.
       Moreover, some Manufacturers use a dealership's CSI scores as a factor
       for participating in incentive programs. Failure to comply with the CSI
       standards could adversely affect our participation in dealership
       incentive programs, which could have a material adverse effect on us.
 
     Our Manufacturer agreements also specify that we cannot operate a
dealership franchised by another Manufacturer at the same location as that
Manufacturer's franchised dealership. In addition, some Manufacturers, like GM,
are in the process of realigning their franchised dealerships along defined
"channels", such as combining Pontiac, Buick and GMC in one dealership location.
As a result, GM may require us to move or sell some dealerships. Moreover, our
Manufacturers generally require that the dealership premises meet defined image
standards. All of these requirements could impose significant capital
expenditures on us in the future.
 
DEPENDENCE ON ACQUISITIONS FOR GROWTH
 
     Growth in our revenues and earnings depends substantially on our ability to
acquire and successfully operate dealerships. We cannot guarantee that we will
be able to identify and acquire
 
                                        7
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dealerships in the future. In addition, managing and integrating additional
dealerships into our existing mix of dealerships may result in substantial
costs, delays or other operational or financial problems.
 
     Restrictions by our Manufacturers as well as covenants contained in our
debt instruments limit our ability to acquire additional dealerships. In
addition, increased competition for acquisition candidates may develop, which
could result in fewer acquisition opportunities available to us and higher
acquisition prices.
 
     Acquisitions involve a number of additional risks, including:
 
     - diversion of our resources and our management's attention,
 
     - our possible inability to retain key personnel of the acquired
       dealership, and
 
     - unanticipated events or liabilities.
 
     We will continue to need substantial capital in order to acquire additional
automobile dealerships. In the past, we have financed these acquisitions with a
combination of cash flow from operations, proceeds from borrowings under our
credit facilities with banks and issuances of our common stock. We cannot
guarantee that these sources of funds will be sufficient to fund our acquisition
program and other cash needs, or that we will be able to obtain adequate
additional capital from other sources.
 
     We expect to utilize our current credit facility to borrow a portion of the
funds required for acquisitions. If funds under the credit facility are
insufficient to fund our acquisition program, we will be required to obtain
alternative financing such as from the issuance of additional debt or equity
securities or an expansion or replacement of the credit facility.
 
     We currently intend to finance future acquisitions by issuing shares of
common stock as full or partial consideration for acquired dealerships. The
extent to which we will be able or willing to issue common stock for
acquisitions will depend on the market value of the common stock from time to
time and the willingness of potential acquisition candidates to accept common
stock as part of the consideration for the sale of their businesses. If
potential acquisition candidates are unwilling to accept our common stock, we
will be forced to rely solely on available cash or debt or equity financing,
which could adversely affect our acquisition program. Accordingly, our ability
to make acquisitions could be adversely affected if the price of our common
stock declines.
 
DEPENDENCE ON THE SUCCESS
OF OUR MANUFACTURERS
 
     Our success depends upon the overall success of the line of vehicles that
each of our dealerships sells. Demand for our Manufacturers' vehicles as well as
the financial condition, management, marketing, production and distribution
capabilities of our Manufacturers affect our business.
 
     Although we have attempted to lessen our dependence on any one Manufacturer
by buying dealerships representing a number of different domestic and foreign
Manufacturers, events such as labor disputes and other production disruptions
that may adversely affect a Manufacturer may also adversely affect us.
Similarly, the late delivery of vehicles from Manufacturers, which sometimes
occurs during periods of new product introductions, can lead to reduced sales
during those periods. Moreover, any event that causes adverse publicity
involving any of our Manufacturers may have an adverse effect on us regardless
of whether such event involves any of our dealerships.
 
RISKS OF IMPORTING PRODUCTS
 
     A significant portion of our new vehicle business involves the sale of
vehicles, vehicle parts or vehicles composed of parts that are manufactured
outside the United States. As a result, our operations are subject to customary
risks associated with imported merchandise, including fluctuations in the value
of currencies, import duties, exchange controls, trade restrictions, work
stoppages and general political and economic conditions in foreign countries.
 
     The United States or the countries from which our products are imported
may, from time to time, impose new quotas, duties, tariffs or other
restrictions, or adjust presently prevailing quotas, duties or tariffs on
imported merchandise. Any of those impositions or adjustments could affect our
operations and our ability to purchase imported vehicles and parts. This, in
turn, could have an adverse effect on our business.
 
FLUCTUATIONS IN PROFITABILITY
 
     The automobile industry is cyclical and historically has experienced
downturns character-
 
                                        8
   11
 
ized by oversupply and weak demand. Many factors affect the industry, including
general economic conditions, consumer confidence, personal discretionary
spending levels, interest rates and credit availability. We cannot guarantee
that the industry will not experience sustained periods of decline in vehicle
sales in the future. Any such decline could have an adverse effect on our
business.
 
     The automobile industry also experiences seasonal variations in revenue.
Demand for automobiles is generally lower during the winter months than in other
seasons, particularly in regions of the United States associated with harsh
winters. Accordingly, we expect revenues and operating results generally to be
lower in our first and fourth quarters than in our second and third quarters.
 
CONTINGENT ACQUISITION PAYMENTS
 
     In our early acquisitions in which we issued shares of our common stock as
consideration, we have guaranteed to the recipients of the shares that they will
receive a minimum price for their shares if they sell the shares in the market.
In the event that they do not receive the guaranteed price in a sale, we are
required to pay them the difference between the price they received and the
guaranteed price. As of November 30, 1998, there were 3,450,187 shares of common
stock subject to our guarantee with a weighted average guarantee price of
approximately $13.49 per share. These guarantees have terms of three years to
ten years with a weighted average term of approximately 6.3 years. If the price
of our common stock declines substantially and we are required to perform on our
guarantees, our liquidity and ability to finance our acquisition program could
be adversely affected.
 
     In addition, in many of our acquisitions, we may be required to pay
contingent consideration to the former stockholders of the acquired dealerships
based on an increase in earnings before taxes of their operations during certain
periods of time. We cannot determine whether or how much we will have to pay
under these contingent payment arrangements. If we are required to make any of
these contingent payments, we will have to pay approximately one-half of each
payment in common stock and one-half in cash. If these contingent payments must
be paid in full, our liquidity and ability to finance our acquisition program
could be adversely affected.
 
LIMITED COMBINED OPERATING HISTORY
 
     We were incorporated in December 1995 and commenced dealership operations
in November 1997 with the acquisition of the founding groups. The founding
groups had been owned, operated and managed as separate independent entities
prior to their acquisition by us. We have made a number of additional
acquisitions of automobile dealerships since we acquired the founding groups. We
intend to continue to acquire additional dealerships. Our future operating
results will depend in part on our ability to integrate the operations of those
businesses and manage the combined enterprise.
 
     Our management group has been working together since December 1996. We
cannot guarantee that our management team will be able to effectively and
profitably integrate the founding groups and our other acquisitions or to
effectively manage the combined entity. Their inability to do so could adversely
affect our business.
 
SUBSTANTIAL COMPETITION
 
     The automotive retailing industry is highly competitive with respect to
price, service, location and selection. We compete with automobile dealerships
(including other public franchised dealership consolidators), private market
buyers and sellers of used vehicles, used vehicle dealerships, service center
chains and independent service and repair shops. In the new vehicle area, we
compete with other franchised dealers.
 
     We do not have any cost advantage in purchasing new vehicles from the
manufacturers and typically rely on advertising, merchandising, sales expertise,
service reputation and dealership location to sell new vehicles.
 
     In recent years, our dealerships have also faced competition from
non-traditional sources such as companies that sell automobiles on the Internet,
automobile rental agencies, independent leasing companies, used-car
"superstores" and price clubs associated with established consumer agencies,
such as the American Automobile Association. Some of these competitors use non-
traditional sales techniques such as one-price shopping.
 
                                        9
   12
 
     In addition, Ford has begun owning and operating automobile dealerships for
the purpose of consolidating Ford dealerships. For example, Ford has acquired
dealerships in Tulsa, Oklahoma and has entered into an agreement with Republic
Industries, Inc. to jointly acquire Ford dealerships in Rochester, New York.
Ford has also announced that it is exploring the possibility of going into
business with some of its dealers to create automotive superstores in selected
markets.
 
     Some of our competitors, including these recent market entrants, may have
greater financial, marketing and personnel resources than us and lower overhead
and sales costs.
 
     In the parts and service area, we also compete with a number of regional or
national chains which offer selected parts and services at prices that may be
lower than our prices. We cannot guarantee that our strategy will be more
effective than the strategies of our competitors.
 
RELIANCE ON KEY PERSONNEL
 
     We depend to a large extent upon the abilities and continued efforts of our
executive officers, senior management and principals of our dealerships.
Furthermore, we will likely be dependent on the senior management of any
dealerships acquired in the future. If any of those persons leave, or if we fail
to attract and retain other qualified employees, our business or prospects could
be adversely affected.
 
     Although we have entered into employment agreements with each of our
executive officers and some of the principals of our dealerships, we cannot
guarantee that any individual will continue in his present capacity with us for
any particular period of time. We currently have no key man insurance for any of
our officers or senior management.
 
YEAR 2000
 
     Year 2000 issues result from the inability of computer programs or
computerized equipment to accurately calculate, store or use a date subsequent
to December 31, 1999. The erroneous date can be interpreted in a number of
different ways; typically the year 2000 is interpreted as the year 1900. This
could result in a system failure or miscalculations causing disruptions of
operations, including, among other things, a temporary inability to process
transactions, send invoices or engage in similar normal business activities.
 
     We recognize the need to ensure that our computer systems, equipment and
operations will not be adversely impacted by the change to the calendar year
2000. In this regard, we have taken steps to identify potential areas of risk
and have begun addressing these in our planning, purchasing and daily
operations. We have not quantified the total cost of converting all internal
systems, equipment and operations for the year 2000, but we do not believe that
the cost will be material to our financial position. In connection with
acquisitions, we review and address the candidate's year 2000 readiness during
the due diligence process.
 
     We are currently reviewing the potential adverse impact on us of the
failure of our third party service providers or vendors to address any of their
year 2000 issues. We are dependent upon our dealerships' computer systems in our
daily operations. All our dealerships are, or are expected to be, using a
computer system supported by a major automobile dealership computer system
provider. We have contacted each of these providers and have received assurance
from the providers that their systems are, or will be, year 2000 ready. We are
dependent upon these providers, as are most dealerships in the United States, to
address the year 2000 issues. In addition, we are dependent on our Manufacturers
for the production and delivery of new vehicles and parts. Although, we have no
reason to believe that our Manufacturers will not be year 2000 ready, we have
been unable to obtain written assurance from them that their systems are year
2000 ready.
 
     Failure by us, our Manufacturers or our third party service providers and
vendors to adequately address the year 2000 issue could have an adverse effect
on us.
 
GOVERNMENTAL REGULATIONS AND
ENVIRONMENTAL RISKS
 
     We are subject to a wide range of federal, state and local laws and
regulations, such as local licensing requirements, consumer protection laws and
environmental requirements governing, among other things, discharges to the air
and water, the storage of petroleum substances and chemicals, the handling and
disposal of wastes, and the remediation of contamination arising from spills and
releases. The violation of those laws and regulations could result in civil and
criminal penalties being levied against us or in a cease and desist order
against operations that are not in
                                       10
   13
 
compliance. Future acquisitions by us may also be
subject to governmental regulation, including antitrust reviews. Although we
believe that we substantially comply with all applicable laws and regulations
relating to our business, future laws and regulations or changes to existing
laws or regulations may be more stringent and require us to incur significant
additional costs.
 
                                USE OF PROCEEDS
 
     Unless otherwise provided in a prospectus supplement, we will use the net
proceeds from the sale of the securities offered by this prospectus and any
prospectus supplement for our general corporate purposes, which may include
repayment of indebtedness, the acquisition of additional automobile dealerships,
additions to our working capital, and capital expenditures.
 
                             RATIOS OF EARNINGS TO
                               FIXED CHARGES AND
                           EARNINGS TO FIXED CHARGES
                                 PLUS DIVIDENDS
 
     The following table contains our consolidated ratios of earnings to fixed
charges and earnings to fixed charges plus dividends for the periods indicated.
Since we did not commence dealership operations until November 1997, only the
financial information for periods after October 1997 reflects our combined
dealership operations. The financial information for periods prior to November
1997 are the results of the Howard Group, one of the founding groups.
 


                                                              NINE
                                                             MONTHS
                                                             ENDED
                             YEAR ENDED DECEMBER 31,        SEPT 30,
                         --------------------------------   --------
                         1993   1994   1995   1996   1997     1998
                         ----   ----   ----   ----   ----   --------
                                          
Ratio of earnings to
 fixed charges.........  2.28   1.86   1.98   2.32   2.16     2.69
Ratio of earnings to
 fixed charges plus
 dividends.............  2.28   1.86   1.98   2.32   2.16     2.69

 
     For purposes of computing the ratios of earnings to fixed charges and
earnings to fixed charges plus dividends: (i) earnings consist of income before
provision for income taxes plus fixed charges (excluding capitalized interest)
and (ii) "fixed charges" consist of interest expensed and capitalized,
amortization of debt discount and expense relating to indebtedness and the
portion of rental expense representative of the interest factor attributable to
leases for rental property. There were no dividends paid or accrued during the
periods presented above.
 
                                 DESCRIPTION OF
                                DEBT SECURITIES
 
     The Debt Securities will be either our senior debt securities ("Senior Debt
Securities") or our subordinated debt securities ("Subordinated Debt
Securities"). The Senior Debt Securities and the Subordinated Debt Securities
will be issued under separate Indentures among us, our subsidiaries, if our
subsidiaries are guarantors of the Debt Securities, and a U.S. banking
institution (a "Trustee"). Senior Debt Securities will be issued under a "Senior
Indenture" and Subordinated Debt Securities will be issued under a "Subordinated
Indenture." Together the Senior Indenture and the Subordinated Indenture are
called "Indentures."
 
     The Debt Securities may be issued from time to time in one or more series.
The particular terms of each series which are offered by a prospectus supplement
will be described in the prospectus supplement.
 
     We have summarized selected provisions of the Indenture below. The summary
is not complete. The forms of the Indenture have been filed as exhibits to the
registration statement and you should read the Indentures for provisions that
may be important to you. In the summary below we have included references to
section numbers of the applicable Indentures so that you can easily locate these
provisions. Whenever we refer in this prospectus or in the prospectus supplement
to particular sections or defined terms of the Indenture, such sections or
defined terms are incorporated by reference herein or therein, as applicable.
Capitalized terms used in the summary have the meanings specified in the
Indentures.
 
GENERAL
 
     The Indentures provide that Debt Securities in separate series may be
issued thereunder from time to time without limitation as to aggregate principal
amount. We may specify a maximum aggregate principal amount for the Debt
Securities of any series. (Section 301) We will determine the terms and
conditions of the Debt Securities, including the maturity, principal and
interest, but those terms must be consistent with the Indenture. The Debt
Securities will be our unsecured obligations.
 
                                       11
   14
 
     The Subordinated Debt Securities will be subordinated in right of payment
to the prior payment in full of all of our Senior Debt (as defined) as described
under "-- Subordination of Subordinated Debt Securities" and in the prospectus
supplement applicable to any Subordinated Debt Securities.
 
     If specified in the prospectus supplement, our subsidiaries (the
"Subsidiary Guarantors") will unconditionally guarantee (the "Subsidiary
Guarantees") on a joint and several basis the Debt Securities as described under
"Subsidiary Guarantees" and in the prospectus supplement. The Subsidiary
Guarantees will be unsecured obligations of each Subsidiary Guarantor.
 
     The applicable prospectus supplement will set forth the price or prices at
which the Debt Securities to be offered will be issued and will describe the
following terms of such Debt Securities:
 
          (1) the title of the Debt Securities;
 
          (2) whether the Debt Securities are Senior Debt Securities or
     Subordinated Debt Securities and, if Subordinated Debt Securities, the
     subordinated terms relating thereto;
 
          (3) whether the Subsidiary Guarantors will provide Subsidiary
     Guarantees of the Debt Securities;
 
          (4) any limit on the aggregate principal amount of the Debt
     Securities;
 
          (5) the dates on which the principal of the Debt Securities will be
     payable;
 
          (6) the interest rate which the Debt Securities will bear and the
     interest payment dates for the Debt Securities;
 
          (7) the places where payments on the Debt Securities will be payable;
 
          (8) any terms upon which the Debt Securities may be redeemed, in whole
     or in part, at our option;
 
          (9) any sinking fund or other provisions that would obligate us to
     repurchase or otherwise redeem the Debt Securities;
 
          (10) the portion of the principal amount, if less than all, of the
     Debt Securities which will be payable upon declaration of acceleration of
     the Maturity of the Debt Securities;
 
          (11) whether the Debt Securities are defeasible;
 
          (12) any addition to or change in the Events of Default;
 
          (13) any addition to or change in the covenants in the Indenture
     applicable to any of the Debt Securities; and
 
          (14) any other terms of the Debt Securities not inconsistent with the
     provisions of the Indenture. (Section 301)
 
     Debt Securities, including Original Issue Discount Securities, may be sold
at a substantial discount below their principal amount. Special United States
federal income tax considerations applicable to Debt Securities sold at an
original issue discount may be described in the applicable prospectus
supplement. In addition, special United States federal income tax or other
considerations applicable to any Debt Securities which are denominated in a
currency or currency unit other than United States dollars may be described in
the applicable prospectus supplement.
 
SUBORDINATION OF SUBORDINATED
DEBT SECURITIES
 
     The indebtedness evidenced by the Subordinated Debt Securities will, to the
extent set forth in the Subordinated Indenture with respect to each series of
Subordinated Debt Securities, be subordinate in right of payment to the prior
payment in full of all of our Senior Debt, including the Senior Debt Securities.
The prospectus supplement relating to any Subordinated Debt Securities will
summarize the subordination provisions of the Subordinated Indenture applicable
to that series including:
 
     - the applicability and effect of such provisions upon any payment or
       distribution of our assets to creditors upon any liquidation,
       dissolution, winding-up, reorganization, assignment for the benefit of
       creditors or marshaling of assets or any bankruptcy, insolvency or
       similar proceedings;
 
     - the applicability and effect of such provisions in the event of specified
       defaults with respect to any or certain Senior Debt, including the
       circumstances under which and the periods in which we will be prohibited
       from making payments on the Subordinated Debt Securities; and
 
                                       12
   15
 
     - the definition of Senior Debt applicable to the Subordinated Debt
       Securities of that series.
 
The prospectus supplement will also describe as of a recent date the approximate
amount of Senior Debt to which the Subordinated Debt Securities of that series
will be subordinated.
 
     The failure to make any payment on any of the Subordinated Debt Securities
by reason of the subordination provisions of the Subordinated Indenture
described in the prospectus supplement will not be construed as preventing the
occurrence of an Event of Default with respect to the Subordinated Debt
Securities arising from any such failure to make payment.
 
     The subordination provisions described above will not be applicable to
payments in respect of the Subordinated Debt Securities from a defeasance trust
established in connection with any defeasance or covenant defeasance of the
Subordinated Debt Securities as described under "-- Defeasance and Covenant
Defeasance."
 
SUBSIDIARY GUARANTEES
 
     If specified in the prospectus supplement, the Subsidiary Guarantors will
guarantee the Debt Securities of a series. Unless otherwise indicated in the
prospectus supplement, the following provisions will apply to the Subsidiary
Guarantees of the Subsidiary Guarantors.
 
     Subject to the limitations described below and in the prospectus
supplement, the Subsidiary Guarantors will, jointly and severally,
unconditionally guarantee the performance and punctual payment when due, whether
at Stated Maturity, by acceleration or otherwise, of all our obligations under
the Indentures and the Debt Securities of a series, whether for principal of,
premium, if any, or interest on the Debt Securities or otherwise (all such
obligations guaranteed by a Subsidiary Guarantor being herein called the
"Guaranteed Obligations"). The Subsidiary Guarantors will also pay, in addition
to the amount stated above, any and all expenses (including reasonable counsel
fees and expenses) incurred by the applicable Trustee in enforcing any rights
under a Subsidiary Guarantee with respect to a Subsidiary Guarantor.
 
     In the case of Subordinated Debt Securities, a Subsidiary Guarantor's
Subsidiary Guarantee will be subordinated in right of payment to the Senior Debt
of such Subsidiary Guarantor on the same basis as the Subordinated Debt
Securities are subordinated to our Senior Debt. No payment will be made by any
Subsidiary Guarantor under its Subsidiary Guarantee during any period in which
payments by us on the Subordinated Debt Securities are suspended by the
subordination provisions of the Subordinated Indenture.
 
     Each Subsidiary Guarantee will be limited in amount to an amount not to
exceed the maximum amount that can be guaranteed by the relevant Subsidiary
Guarantor without rendering such Subsidiary Guarantee voidable under applicable
law relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally.
 
     Each Subsidiary Guarantee will be a continuing guarantee and will:
 
          (1) remain in full force and effect until either (a) payment in full
     of all the Guaranteed Obligations (or the applicable Debt Securities are
     defeased and discharged in accordance with the defeasance provisions of the
     Indentures) or (b) released as described in the following paragraph,
 
          (2) be binding upon each Subsidiary Guarantor and
 
          (3) inure to the benefit of and be enforceable by the applicable
     Trustee, the Holders and their successors, transferees and assigns.
 
     In the event that a Subsidiary Guarantor ceases to be a Restricted
Subsidiary, whether as a result of a disposition of all of the assets or all of
the Capital Stock of such Subsidiary Guarantor, by way of sale, merger,
consolidation or otherwise, such Subsidiary Guarantor will be deemed released
and relieved of its obligations under its Subsidiary Guarantee without any
further action required on the part of the Trustee or any Holder and no other
Person acquiring or owning the assets or Capital Stock of such Subsidiary
Guarantor (if not otherwise a Restricted Subsidiary) will be required to enter
into a Subsidiary Guarantee; provided, in each case, that the transaction or
transactions resulting in such Subsidiary Guarantor's ceasing to be a Restricted
Subsidiary are carried out pursuant to and in compliance with all of the
applicable covenants in the Indenture. In addition, the prospectus supplement
may specify additional circumstances under which a Subsidiary
 
                                       13
   16
 
Guarantor can be released from its Subsidiary Guarantee.
 
FORM, EXCHANGE AND TRANSFER
 
     The Debt Securities of each series will be issuable only in fully
registered form, without coupons, and, unless otherwise specified in the
applicable prospectus supplement, only in denominations of $1,000 and integral
multiples thereof. (Section 302)
 
     At the option of the Holder, subject to the terms of the applicable
Indenture and the limitations applicable to Global Securities, Debt Securities
of each series will be exchangeable for other Debt Securities of the same series
of any authorized denomination and of a like tenor and aggregate principal
amount. (Section 305)
 
     Subject to the terms of the applicable Indenture and the limitations
applicable to Global Securities, Debt Securities may be presented for exchange
as provided above or for registration of transfer (duly endorsed or with the
form of transfer endorsed thereon duly executed) at the office of the Security
Registrar or at the office of any transfer agent designated by us for such
purpose. No service charge will be made for any registration of transfer or
exchange of Debt Securities, but we may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith. Such
transfer or exchange will be effected upon the Security Registrar or such
transfer agent, as the case may be, being satisfied with the documents of title
and identity of the person making the request. The Security Registrar and any
other transfer agent initially designated by us for any Debt Securities will be
named in the applicable prospectus supplement. (Section 305) We may at any time
designate additional transfer agents or rescind the designation of any transfer
agent or approve a change in the office through which any transfer agent acts,
except that we will be required to maintain a transfer agent in each Place of
Payment for the Debt Securities of each series. (Section 1002).
 
     If the Debt Securities of any series (or of any series and specified terms)
are to be redeemed in part, we will not be required to (i) issue, register the
transfer of or exchange any Debt Security of that series (or of that series and
specified terms, as the case may be) during a period beginning at the opening of
business 15 days before the day of mailing of a notice of redemption of any such
Debt Security that may be selected for redemption and ending at the close of
business on the day of such mailing or (ii) register the transfer of or exchange
any Debt Security so selected for redemption, in whole or in part, except the
unredeemed portion of any such Debt Security being redeemed in part. (Section
305)
 
GLOBAL SECURITIES
 
     Some or all of the Debt Securities of any series may be represented, in
whole or in part, by one or more Global Securities which will have an aggregate
principal amount equal to that of the Debt Securities represented thereby. Each
Global Security will be registered in the name of a Depositary or a nominee
thereof identified in the applicable prospectus supplement, will be deposited
with such Depositary or nominee or a custodian therefor and will bear a legend
regarding the restrictions on exchanges and registration of transfer thereof
referred to below and any such other matters as may be provided for pursuant to
the Indenture.
 
     Notwithstanding any provision of the applicable Indenture or any Debt
Security described herein, no Global Security may be exchanged in whole or in
part for Debt Securities registered, and no transfer of a Global Security in
whole or in part may be registered, in the name of any Person other than the
Depositary for such Global Security or any nominee of such Depositary unless:
 
          (i) the Depositary has notified us that it is unwilling or unable to
     continue as Depositary for such Global Security or has ceased to be
     qualified to act as such as required by the applicable Indenture,
 
          (ii) there shall have occurred and be continuing an Event of Default
     with respect to the Debt Securities represented by such Global Security or
 
          (iii) there shall exist such circumstances, if any, in addition to or
     in lieu of those described above as may be described in the applicable
     prospectus supplement.
 
All Debt Securities issued in exchange for a Global Security or any portion
thereof will be registered in such names as the Depositary may direct. (Sections
204 and 305)
                                       14
   17
 
     As long as the Depositary, or its nominee, is the registered Holder of a
Global Security, the Depositary or such nominee, as the case may be, will be
considered the sole owner and Holder of such Global Security and the Debt
Securities represented thereby for all purposes under the Debt Securities and
the applicable Indenture. Except in the limited circumstances referred to above,
owners of beneficial interests in a Global Security will not be entitled to have
such Global Security or any Debt Securities represented thereby registered in
their names, will not receive or be entitled to receive physical delivery of
certificated Debt Securities in exchange therefor and will not be considered to
be the owners or Holders of such Global Security or any Debt Securities
represented thereby for any purpose under the Debt Securities or the applicable
Indenture. All payments of principal of and any premium and interest on a Global
Security will be made to the Depositary or its nominee, as the case may be, as
the Holder thereof. The laws of some jurisdictions require that certain
purchasers of Debt Securities take physical delivery of such Debt Securities in
definitive form. These laws may impair the ability to transfer beneficial
interests in a Global Security.
 
     Ownership of beneficial interests in a Global Security will be limited to
institutions that have accounts with the Depositary or its nominee
("participants") and to persons that may hold beneficial interests through
participants. In connection with the issuance of any Global Security, the
Depositary will credit, on its book-entry registration and transfer system, the
respective principal amounts of Debt Securities represented by the Global
Security to the accounts of its participants. Ownership of beneficial interests
in a Global Security will be shown only on, and the transfer of those ownership
interests will be effected only through, records maintained by the Depositary
(with respect to participants' interests) or any such participant (with respect
to interests of persons held by such participants on their behalf). Payments,
transfers, exchanges and other matters relating to beneficial interests in a
Global Security may be subject to various policies and procedures adopted by the
Depositary from time to time. None of us, the Subsidiary Guarantors, the
Trustees or our agents, the Subsidiary Guarantors or the Trustees will have any
responsibility or liability for any aspect of the Depositary's or any
participant's records relating to, or for payments made on account of,
beneficial interests in a Global Security, or for maintaining, supervising or
reviewing any records relating to such beneficial interests.
 
PAYMENT AND PAYING AGENTS
 
     Unless otherwise indicated in the applicable prospectus supplement, payment
of interest on a Debt Security on any Interest Payment Date will be made to the
Person in whose name such Debt Security (or one or more Predecessor Debt
Securities) is registered at the close of business on the Regular Record Date
for such interest. (Section 307)
 
     Unless otherwise indicated in the applicable prospectus supplement,
principal of and any premium and interest on the Debt Securities of a particular
series will be payable at the office of such Paying Agent or Paying Agents as we
may designate for such purpose from time to time, except that at our option
payment of any interest may be made by check mailed to the address of the Person
entitled thereto as such address appears in the Security Register. Unless
otherwise indicated in the applicable prospectus supplement, the corporate trust
office of the trustee under the Senior Indenture (the "Senior Trustee") in The
City of New York will be designated as sole Paying Agent for payments with
respect to Senior Debt Securities of each series and the corporate trust office
of the Subordinated Trustee in the City of New York will be designated as the
sole Paying Agent for payment with respect to Subordinated Debt Securities of
each series. Any other Paying Agents initially designated by us for the Debt
Securities of a particular series will be named in the applicable prospectus
supplement. We may at any time designate additional Paying Agents or rescind the
designation of any Paying Agent or approve a change in the office through which
any Paying Agent acts, except that we will be required to maintain a Paying
Agent in each Place of Payment for the Debt Securities of a particular series.
(Section 1002)
 
     All moneys paid by us to a Paying Agent for the payment of the principal of
or any premium or interest on any Debt Security which remain unclaimed at the
end of two years after such principal, premium or interest has become due and
payable will be repaid to us, and the Holder
 
                                       15
   18
 
of such Debt Security thereafter may look only to us for payment thereof.
(Section 1003)
 
CONSOLIDATION, MERGER
AND SALE OF ASSETS
 
     We may not consolidate with or merge into, or convey, transfer or lease our
properties and assets substantially as an entirety to, any Person (a "successor
Person"), and may not permit any Person to merge into, or convey, transfer or
lease its properties and assets substantially as an entirety to, us, unless:
 
          (i) the successor Person (if any) is a corporation, partnership, trust
     or other entity organized and validly existing under the laws of any
     domestic jurisdiction and assumes our obligations on the Debt Securities
     and under the Indentures,
 
          (ii) immediately after giving effect to the transaction, no Event of
     Default, and no event which, after notice or lapse of time or both, would
     become an Event of Default, shall have occurred and be continuing and
 
          (iii) certain other conditions, including any additional conditions
     with respect to any particular Debt Securities specified in the applicable
     prospectus supplement, are met. (Section 801)
 
EVENTS OF DEFAULT
 
     Unless otherwise specified in the prospectus supplement, each of the
following will constitute an Event of Default under the applicable Indenture
with respect to Debt Securities of any series:
 
          (1) failure to pay principal of or any premium on any Debt Security of
     that series when due, whether or not, in the case of Subordinated Debt
     Securities, such payment is prohibited by the subordination provisions of
     the Subordinated Indenture;
 
          (2) failure to pay any interest on any Debt Securities of that series
     when due, continued for 30 days, whether or not, in the case of
     Subordinated Debt Securities, such payment is prohibited by the
     subordination provisions of the Subordinated Indenture;
 
          (3) failure to deposit any sinking fund payment, when due, in respect
     of any Debt Security of that series, whether or not, in the case of
     Subordinated Debt Securities, such deposit is prohibited by the
     subordination provisions of the Subordinated Indenture;
 
          (4) failure to perform or comply with the provisions described under
     "Consolidation, Merger and Sale of Assets";
 
          (5) failure to perform any of our other covenants in such Indenture
     (other than a covenant included in such Indenture solely for the benefit of
     a series other than that series), continued for 60 days after written
     notice has been given by the Trustee, or the Holders of at least 25% in
     principal amount of the Outstanding Debt Securities of that series, as
     provided in such Indenture;
 
          (6) default under the terms of any instrument evidencing or securing
     any of our Debt or any Restricted Subsidiary having an outstanding
     principal amount of $10 million individually or in the aggregate which
     default results in the acceleration of the payment of all or any portion of
     such Debt (which acceleration is not rescinded within a period of 10 days
     from the occurrence of such acceleration) or constitutes the failure to pay
     all or any portion of the principal amount of such Debt when due;
 
          (7) the rendering of a final judgment or judgments (not subject to
     appeal) against us or any Restricted Subsidiary in an amount in excess of
     $10 million which remains undischarged or unstayed for a period of 60 days
     after the date on which the right to appeal has expired;
 
          (8) certain events of bankruptcy, insolvency or reorganization
     affecting us, any Significant Restricted Subsidiary or any group of
     Restricted Subsidiaries that together would constitute a Significant
     Restricted Subsidiary; and
 
          (9) in the case of Debt Securities guaranteed by any Subsidiary
     Guarantor, the Subsidiary Guarantee of any Subsidiary Guarantor is held by
     a final non-appealable order or judgment of a court of competent
     jurisdiction to be unenforceable or invalid or ceases for any reason to be
     in full force and effect (other than in accordance with the terms of the
     applicable Indenture) or any Subsidiary Guarantor or any Person acting on
     behalf of any Subsidiary Guarantor denies or disaffirms such Subsidiary
     Guarantor's obliga-
 
                                       16
   19
 
     tions under its Subsidiary Guarantee (other than by reason of a release of
     such Subsidiary Guarantor from its Subsidiary Guarantee in accordance with
     the terms of the applicable Indenture). (Section 501)
 
     If an Event of Default (other than an Event of Default described in clause
(8) above) with respect to the Debt Securities of any series at the time
Outstanding shall occur and be continuing, either the applicable Trustee or the
Holders of at least 25% in aggregate principal amount of the Outstanding Debt
Securities of that series by notice as provided in the Indenture may declare the
principal amount of the Debt Securities of that series (or, in the case of any
Debt Security that is an Original Issue Discount Debt Security or the principal
amount of which is not then determinable, such portion of the principal amount
of such Debt Security, or such other amount in lieu of such principal amount, as
may be specified in the terms of such Debt Security) to be due and payable
immediately. If an Event of Default described in clause (8) above with respect
to the Debt Securities of any series at the time Outstanding shall occur, the
principal amount of all the Debt Securities of that series (or, in the case of
any such Original Issue Discount Security or other Debt Security, such specified
amount) will automatically, and without any action by the applicable Trustee or
any Holder, become immediately due and payable. After any such acceleration, but
before a judgment or decree based on acceleration, the Holders of a majority in
aggregate principal amount of the Outstanding Debt Securities of that series
may, under certain circumstances, rescind and annul such acceleration if all
Events of Default, other than the non-payment of accelerated principal (or other
specified amount), have been cured or waived as provided in the applicable
Indenture. (Section 502) For information as to waiver of defaults, see
"Modification and Waiver".
 
     Subject to the provisions of the Indentures relating to the duties of the
Trustees in case an Event of Default shall occur and be continuing, each Trustee
will be under no obligation to exercise any of its rights or powers under the
applicable Indenture at the request or direction of any of the Holders, unless
such Holders shall have offered to such Trustee reasonable indemnity. (Section
603) Subject to such provisions for the indemnification of the Trustees, the
Holders of a majority in aggregate principal amount of the Outstanding Debt
Securities of any series will have the right to direct the time, method and
place of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the Debt
Securities of that series. (Section 512)
 
     No Holder of a Debt Security of any series will have any right to institute
any proceeding with respect to the applicable Indenture, or for the appointment
of a receiver or a trustee, or for any other remedy thereunder, unless (i) such
Holder has previously given to the Trustee under the applicable Indenture
written notice of a continuing Event of Default with respect to the Debt
Securities of that series, (ii) the Holders of at least 25% in aggregate
principal amount of the Outstanding Debt Securities of that series have made
written request, and such Holder or Holders have offered reasonable indemnity,
to the Trustee to institute such proceeding as trustee and (iii) the Trustee has
failed to institute such proceeding, and has not received from the Holders of a
majority in aggregate principal amount of the Outstanding Debt Securities of
that series a direction inconsistent with such request, within 60 days after
such notice, request and offer. (Section 507) However, such limitations do not
apply to a suit instituted by a Holder of a Debt Security for the enforcement of
payment of the principal of or any premium or interest on such Debt Security on
or after the applicable due date specified in such Debt Security. (Section 508)
 
     We will be required to furnish to each Trustee quarterly a statement by
certain of our officers as to whether or not we, to their knowledge, are in
default in the performance or observance of any of the terms, provisions and
conditions of the applicable Indenture and, if so, specifying all such known
defaults. (Section 1004)
 
MODIFICATION AND WAIVER
 
     Modifications and amendments of the Indentures may be made by us, the
Subsidiary Guarantors and the applicable Trustee with the consent of the Holders
of a majority in aggregate principal amount of the Outstanding Debt Securities
of each series affected by such modification or amendment; provided, however,
that no such modification or amendment may, without the
 
                                       17
   20
 
consent of the Holder of each Outstanding Debt Security affected thereby:
 
          (1) change the Stated Maturity of the principal of, or any installment
     of principal of or interest on, any Debt Security,
 
          (2) reduce the principal amount of, or any premium or interest on, any
     Debt Security,
 
          (3) reduce the amount of principal of an Original Issue Discount
     Security or any other Debt Security payable upon acceleration of the
     Maturity thereof,
 
          (4) change the place or currency of payment of principal of, or any
     premium or interest on, any Debt Security,
 
          (5) impair the right to institute suit for the enforcement of any
     payment on or with respect to any Debt Security,
 
          (6) in the case of Subordinated Debt Securities, modify the
     subordination provisions in a manner adverse to the Holders of the
     Subordinated Debt Securities,
 
          (7) except as provided in the applicable Indenture, release the
     Subsidiary Guarantee of a Subsidiary Guarantor,
 
          (8) reduce the percentage in principal amount of Outstanding Debt
     Securities of any series, the consent of whose Holders is required for
     modification or amendment of the Indenture,
 
          (9) reduce the percentage in principal amount of Outstanding Debt
     Securities of any series necessary for waiver of compliance with certain
     provisions of the Indenture or for waiver of certain defaults or
 
          (10) modify such provisions with respect to modification and waiver.
     (Section 902)
 
     The Holders of a majority in principal amount of the Outstanding Debt
Securities of any series may waive compliance by us with certain restrictive
provisions of the applicable Indenture. The Holders of a majority in principal
amount of the Outstanding Debt Securities of any series may waive any past
default under the applicable Indenture, except a default in the payment of
principal, premium or interest and certain covenants and provisions of the
Indenture which cannot be amended without the consent of the Holder of each
Outstanding Debt Security of such series affected. (Section 513)
 
     The Indentures provide that in determining whether the Holders of the
requisite principal amount of the Outstanding Debt Securities have given or
taken any direction, notice, consent, waiver or other action under such
Indenture as of any date, (i) the principal amount of an Original Issue Discount
Security that will be deemed to be Outstanding will be the amount of the
principal thereof that would be due and payable as of such date upon
acceleration of the Maturity thereof to such date, (ii) if, as of such date, the
principal amount payable at the Stated Maturity of a Debt Security is not
determinable (for example, because it is based on an index), the principal
amount of such Debt Security deemed to be Outstanding as of such date will be an
amount determined in the manner prescribed for such Debt Security and (iii) the
principal amount of a Debt Security denominated in one or more foreign
currencies or currency units that will be deemed to be Outstanding will be the
U.S. dollar equivalent, determined as of such date in the manner prescribed for
such Debt Security, of the principal amount of such Debt Security (or, in the
case of a Debt Security described in clause (i) or (ii) above, of the amount
described in such clause). Certain Debt Securities, including those for whose
payment or redemption money has been deposited or set aside in trust for the
Holders and those that have been fully defeased pursuant to Section 1302, will
not be deemed to be Outstanding. (Section 101)
 
     Except in certain limited circumstances, we will be entitled to set any day
as a record date for the purpose of determining the Holders of Outstanding Debt
Securities of any series entitled to give or take any direction, notice,
consent, waiver or other action under the applicable Indenture, in the manner
and subject to the limitations provided in the Indenture. In certain limited
circumstances, the Trustee will be entitled to set a record date for action by
Holders. If a record date is set for any action to be taken by Holders of a
particular series, such action may be taken only by persons who are Holders of
Outstanding Debt Securities of that series on the record date. To be effective,
such action must be taken by Holders of the requisite principal amount of such
Debt Securities within a specified period following the record date. For any
particular record date, this
 
                                       18
   21
 
period will be 180 days or such other period as may be specified by us (or the
Trustee, if it set the record date), and may be shortened or lengthened (but not
beyond 180 days) from time to time. (Section 104)
 
DEFEASANCE AND COVENANT DEFEASANCE
 
     If and to the extent indicated in the applicable prospectus supplement, we
may elect, at our option at any time, to have the provisions of Section 1302,
relating to defeasance and discharge of indebtedness, or Section 1303, relating
to defeasance of certain restrictive covenants applied to the Debt Securities of
any series, or to any specified part of a series. (Section 1301)
 
     Defeasance and Discharge.  The Indentures provide that, upon our exercise
of our option (if any) to have Section 1302 applied to any Debt Securities, we
and, if applicable, each Subsidiary Guarantor will be discharged from all our
obligations, and, if such Debt Securities are Subordinated Debt Securities, the
provisions of the Subordinated Indenture relating to subordination will cease to
be effective, with respect to such Debt Securities (except for certain
obligations to exchange or register the transfer of Debt Securities, to replace
stolen, lost or mutilated Debt Securities, to maintain paying agencies and to
hold moneys for payment in trust) upon the deposit in trust for the benefit of
the Holders of such Debt Securities of money or U.S. Government Obligations, or
both, which, through the payment of principal and interest in respect thereof in
accordance with their terms, will provide money in an amount sufficient to pay
the principal of and any premium and interest on such Debt Securities on the
respective Stated Maturities in accordance with the terms of the applicable
Indenture and such Debt Securities. Such defeasance or discharge may occur only
if, among other things,
 
          (i) we have delivered to the applicable Trustee an Opinion of Counsel
     to the effect that we have received from, or there has been published by,
     the United States Internal Revenue Service a ruling, or there has been a
     change in tax law, in either case to the effect that Holders of such Debt
     Securities will not recognize gain or loss for federal income tax purposes
     as a result of such deposit, defeasance and discharge and will be subject
     to federal income tax on the same amount, in the same manner and at the
     same times as would have been the case if such deposit, defeasance and
     discharge were not to occur;
 
          (ii) no Event of Default or event that with the passing of time or the
     giving of notice, or both, shall constitute an Event of Default shall have
     occurred or be continuing;
 
          (iii) such deposit, defeasance and discharge will not result in a
     breach or violation of, or constitute a default under, any agreement or
     instrument to which we or any Restricted Subsidiary is a party or by which
     we or any Restricted Subsidiary is bound;
 
          (iv) in the case of Subordinated Debt Securities, at the time of such
     deposit, no default in the payment of all or a portion of principal of (or
     premium, if any) or interest on or other obligations in respect of any of
     our Senior Debt shall have occurred and be continuing and no other event of
     default with respect to any of our Senior Debt shall have occurred and be
     continuing permitting after notice or the lapse of time, or both, the
     acceleration thereof; and
 
          (v) we have delivered to the Trustee an Opinion of Counsel to the
     effect that such deposit shall not cause the Trustee or the trust so
     created to be subject to the Investment Company Act of 1940. (Sections 1302
     and 1304)
 
     Defeasance of Certain Covenants.  The Indentures provide that, upon our
exercise of our option (if any) to have Section 1303 applied to any Debt
Securities, we may omit to comply with certain restrictive covenants, including
those that may be described in the applicable prospectus supplement, the
occurrence of certain Events of Default, which are described above in clause (5)
(with respect to such restrictive covenants) and clauses (6) and (7) under
"Events of Default" and any that may be described in the applicable prospectus
supplement, will not be deemed to either be or result in an Event of Default
and, if such Debt Securities are Subordinated Debt Securities, the provisions of
the Subordinated Indenture relating to subordination will cease to be effective,
in each case with respect to such Debt Securities. In order to exercise such
option, we must deposit, in trust for the benefit of the Holders of such Debt
Securities, money or U.S. Government Obligations, or both, which, through
 
                                       19
   22
 
the payment of principal and interest in respect thereof in accordance with
their terms, will provide money in an amount sufficient to pay the principal of
and any premium and interest on such Debt Securities on the respective Stated
Maturities in accordance with the terms of the applicable Indenture and such
Debt Securities. Such covenant defeasance may occur only if we have delivered to
the applicable Trustee an Opinion of Counsel that in effect says that Holders of
such Debt Securities will not recognize gain or loss for federal income tax
purposes as a result of such deposit and defeasance of certain obligations and
will be subject to federal income tax on the same amount, in the same manner and
at the same times as would have been the case if such deposit and defeasance
were not to occur and the requirements set forth in clauses (ii), (iii), (iv)
and (v) above are satisfied. If we exercise this option with respect to any Debt
Securities and such Debt Securities were declared due and payable because of the
occurrence of any Event of Default, the amount of money and U.S. Government
Obligations so deposited in trust would be sufficient to pay amounts due on such
Debt Securities at the time of their respective Stated Maturities but may not be
sufficient to pay amounts due on such Debt Securities upon any acceleration
resulting from such Event of Default. In such case, we would remain liable for
such payments. (Sections 1303 and 1304)
 
NOTICES
 
     Notices to Holders of Debt Securities will be given by mail to the
addresses of such Holders as they may appear in the Security Register. (Sections
101 and 106)
 
TITLE
 
     We, the Subsidiary Guarantors, the Trustees and any agent of us, the
Subsidiary Guarantors or a Trustee may treat the Person in whose name a Debt
Security is registered as the absolute owner of the Debt Security (whether or
not such Debt Security may be overdue) for the purpose of making payment and for
all other purposes. (Section 308)
 
GOVERNING LAW
 
     The Indentures and the Debt Securities will be governed by, and construed
in accordance with, the law of the State of New York. (Section 112)
 
                                 DESCRIPTION OF
                                 CAPITAL STOCK
 
     As of November 30, 1998, our authorized capital stock was 51,000,000
shares. Those shares consisted of: (a) 1,000,000 shares of preferred stock, none
of which were outstanding; and (b) 50,000,000 shares of common stock, of which
18,235,149 shares were outstanding.
 
COMMON STOCK
 
     Subject to any special voting rights of any series of preferred stock that
we may issue in the future, the holders of the common stock may vote one vote
for each share held on all matters voted upon by our stockholders, including the
election of our directors. Holders of common stock may not cumulate their votes
in elections of directors.
 
     Subject to the rights of any then outstanding shares of preferred stock,
the holders of common stock may receive such dividends as our Board of Directors
may declare in its discretion out of legally available funds. Holders of common
stock will share equally in our net assets upon liquidation after payment or
provision for all liabilities and any preferential liquidation rights of any
preferred stock then outstanding. The holders of common stock have no preemptive
rights to purchase our shares of stock. Shares of common stock are not subject
to any redemption provisions and are not convertible into any of our other
securities. All outstanding shares of common stock are fully paid and
non-assessable. Any additional common stock we issue will also be fully paid and
non-assessable.
 
PREFERRED STOCK
 
     The prospectus supplement will specify any terms of any series of preferred
stock offered by it including:
 
     - the series, the number of shares offered and the liquidation value of the
       preferred stock,
 
     - the price at which the preferred stock will be issued,
 
     - the dividend rate, the dates on which the dividends will be payable and
       other terms relating to the payment of dividends on the preferred stock,
 
     - the liquidation preference of the preferred stock,
 
     - the voting rights of the preferred stock,
 
                                       20
   23
 
     - whether the preferred stock is redeemable or subject to a sinking fund,
       and the terms of any such redemption or sinking fund,
 
     - whether the preferred stock is convertible or exchangeable for any other
       securities, and the terms of any such conversion, and
 
     - any additional rights, preferences, qualifications, limitations and
       restrictions of the preferred stock.
 
     The description of the terms of the preferred stock to be set forth in an
applicable prospectus supplement will not be complete and will be subject to and
qualified in its entirety by reference to the statement of resolution relating
to the applicable series of preferred stock. The registration statement of which
this prospectus forms a part will include the statement of resolution as an
exhibit or incorporate it by reference.
 
     We may issue preferred stock from time to time in one or more series.
Subject to the provisions of our Restated Certificate of Incorporation and
limitations prescribed by law, our Board of Directors may adopt resolutions to
issue the shares of preferred stock, to fix the number of shares, and to change
the number of shares constituting any series and establish the voting powers,
designations, preferences and relative participating, optional or other special
rights, qualifications, limitations or restrictions thereof, including dividend
rights (including whether dividends are cumulative), dividend rates, terms of
redemption (including sinking fund provisions), redemption prices, conversion
rights and liquidation preferences of the shares constituting any series of
preferred stock, in each case without any further action or vote by our
stockholders.
 
     Undesignated preferred stock may enable our Board of Directors to render
more difficult or to discourage an attempt to obtain control of us by means of a
tender offer, proxy contest, merger or otherwise, and to thereby protect the
continuity of our management. The issuance of shares of preferred stock may
adversely affect the rights of the holders of our common stock or any existing
preferred stock. For example, any preferred stock issued may rank prior to our
common stock or any existing preferred stock as to dividend rights, liquidation
preference or both, may have full or limited voting rights and may be
convertible into shares of common stock or any existing preferred stock. As a
result, the issuance of shares of preferred stock may discourage bids for our
common stock or may otherwise adversely affect the market price of our common
stock or any existing preferred stock.
 
ANTI-TAKEOVER PROVISIONS
 
     Certain provisions in our Restated Certificate of Incorporation and Bylaws
and our stockholders' rights plan may encourage persons considering unsolicited
tender offers or other unilateral takeover proposals to negotiate with our Board
of Directors rather than pursue non-negotiated takeover attempts.
 
     Classified Board of Directors and Limitations on Removal of Directors.  Our
Board of Directors is divided into three classes. The directors of each class
are elected for three-year terms, and the terms of the three classes are
staggered so that directors from a single class are elected at each annual
meeting of stockholders. Stockholders may remove a director only for cause and
upon the vote of holders of at least 80% of the voting power of the outstanding
shares of common stock. In general, our Board of Directors, not the
stockholders, has the right to appoint persons to fill vacancies on the Board of
Directors.
 
     No Written Consent by Stockholders.  Our Restated Certificate of
Incorporation provides that any action required or permitted to be taken by our
stockholders must be taken at a duly called annual or special meeting of our
stockholders. Special meetings of our stockholders may be called only by our
Board of Directors.
 
     Business Combinations under Delaware Law. We are a Delaware corporation and
are subject to Section 203 of the Delaware General Corporation Law. Section 203
prevents a person who owns 15% or more of our outstanding voting stock (an
"interested stockholder") from engaging in certain business combinations with us
for three years following the date that the person become an interested
stockholder. These restrictions do not apply if:
 
     - before the person became an interested stockholder, our Board of
       Directors approved the transaction in which the interested stockholder
       became an interested stockholder or the business combination;
 
     - upon completion of the transaction that resulted in the interested
       stockholder becoming an interested stockholder, the interested
       stockholder owns at least 85% of
 
                                       21
   24
 
       our outstanding voting stock at the time the transaction commenced; or
 
     - following the transaction in which the person became an interested
       stockholder, the business combination is approved by both our Board of
       Directors and the holders of at least two-thirds of our outstanding
       voting stock not owned by the interested stockholder.
 
     These restrictions do not apply to certain business combinations proposed
by an interested stockholder following the announcement of certain extraordinary
transactions involving us and a person who was not an interested stockholder
during the previous three years or who became an interested stockholder with the
approval of a majority of our directors, if that extraordinary transaction is
approved or goes unopposed by a majority of our directors who were directors
before any person became an interested stockholder in the previous three years
or who were recommended for election or elected to succeed such directors by a
majority of such directors then in office.
 
     Stockholders' Rights Plan.  Our Board of Directors has adopted a
stockholders' rights plan (the "Rights Plan"). Under the Rights Plan, each Right
entitles the registered holder under the circumstances described below to
purchase from us one one-thousandth of a share of our Junior Participating
Preferred Stock (the "Preferred Shares") at a price of $65 per one
one-thousandth of a Preferred Share (the "Purchase Price"), subject to
adjustment. The following is a summary of certain terms of the Rights Plan. The
Rights Plan is filed as an exhibit to the registration statement of which this
prospectus is a part and this summary is qualified by reference to the specific
terms of the Rights Plan.
 
     Until the Distribution Date (as defined below), the Rights attach to all
common stock certificates representing outstanding shares. No separate Right
Certificate will be distributed. A Right is issued for each share of common
stock issued. The Rights will separate from the common stock and a Distribution
Date will occur upon the earlier of
 
     - 10 business days following a public announcement that a person or group
       of affiliated or associated persons (an "Acquiring Person") has acquired
       beneficial ownership of 20% or more of our outstanding Voting Shares (as
       defined in the Rights Agreement), or
 
     - 10 business days following the commencement or announcement of an
       intention to commence a tender offer or exchange offer the consummation
       of which would result in the person or group beneficially owning 20% or
       more of our outstanding Voting Shares.
 
     Until the Distribution Date or the earlier of redemption or expiration of
the Rights, the Rights are evidenced by the certificates representing the common
stock. As soon as practicable following the Distribution Date, separate
certificates evidencing the Rights (the "Rights Certificates") will be mailed to
holders of record of the common stock as of the close of business on the
Distribution Date and such separate Right Certificates alone will thereafter
evidence the Rights.
 
     The Rights are not exercisable until the Distribution Date. The rights will
expire on November 4, 2007 (the "Final Expiration Date"), unless the Final
Expiration Date is extended or the Rights are earlier redeemed or exchanged.
 
     If a person or group acquires 20% or more of our Voting Shares, each Right
then outstanding (other than Rights beneficially owned by the Acquiring Persons
which would become null and void) becomes a right to buy that number of shares
of common stock (or under certain circumstances, the equivalent number of one
one-thousandths of a Preferred Share) that at the time of such acquisition has a
market value of two times the Purchase Price of the Right.
 
     If we are acquired in a merger or other business combination transaction or
assets constituting more than 50% of our consolidated assets or producing more
than 50% of our earning power or cash flow are sold, proper provision will be
made so that each holder of a Right will thereafter have the right to receive,
upon the exercise thereof at the then current Purchase Price of the Right, that
number of shares of common stock of the acquiring company which at the time of
such transaction has a market value of two times the Purchase Price of the
Right.
 
     The dividend and liquidation rights, and the non-redemption feature, of the
Preferred Shares are designed so that the value of one one-thousandth of a
Preferred Share purchasable upon
 
                                       22
   25
 
exercise of each Right will approximate the value of one share of common stock.
The Preferred Shares issuable upon exercise of the Rights will be non-redeemable
and rank junior to all other series of our preferred stock. Each whole Preferred
Share will be entitled to receive a quarterly preferential dividend in an amount
per share equal to the greater of (i) $1.00 in cash, or (ii) in the aggregate,
1,000 times the dividend declared on the common stock. In the event of
liquidation, the holders of Preferred Shares may receive a preferential
liquidation payment equal to the greater of (i) $1,000 per share, or (ii) in the
aggregate, 1,000 times the payment made on the shares of common stock. In the
event of any merger, consolidation or other transaction in which the shares of
common stock are exchanged for or changed into other stock or securities, cash
or other property, each whole Preferred Share will be entitled to receive 1,000
times the amount received per share of common stock. Each whole Preferred Share
will be entitled to 1,000 votes on all matters submitted to a vote of our
stockholders and Preferred Shares will generally vote together as one class with
the common stock and any other capital stock on all matters submitted to a vote
of our stockholders.
 
     The number of outstanding Rights and the number of one one-thousandths of a
Preferred Share or other securities or property issuable upon exercise of the
Rights, and the Purchase Price payable, may be adjusted from time to time to
prevent dilution.
 
     At any time after a person or group of affiliated or associated persons
acquires beneficial ownership of 20% or more of our outstanding Voting Shares
and before a person or group acquires beneficial ownership of 50% or more of our
outstanding Voting Shares our Board of Directors may, at its option, issue
common stock in mandatory redemption of, and in exchange for, all or part of the
then outstanding and exercisable Rights (other than Rights owned by such person
or group which would become null and void) at an exchange ratio of one share of
common stock (or one one-thousandth of a Preferred Share) for each two shares of
common stock for which each Right is then exercisable, subject to adjustment.
 
     At any time prior to the first public announcement that a person or group
has become the beneficial owner of 20% or more of the outstanding Voting Shares,
our Board of Directors may redeem all but not less than all the then outstanding
Rights at a price of $0.01 per Right (the "Redemption Price"). The redemption of
the rights may be made effective at such time, on such basis and with such
conditions as our Board of Directors in its sole discretion may establish.
Immediately upon the action of our Board of Directors ordering redemption of the
rights, the right to exercise the Rights will terminate and the only right of
the holders of Rights will be to receive the Redemption Price.
 
LIMITATION OF LIABILITY OF
OFFICERS AND DIRECTORS
 
     Delaware law authorizes corporations to limit or eliminate the personal
liability of officers and directors to corporations and their stockholders for
monetary damages for breach of officers' and directors' fiduciary duty of care.
The duty of care requires that, when acting on behalf of the corporation,
officers and directors must exercise an informed business judgment based on all
material information reasonably available to them. Absent the limitations
authorized by Delaware law, officers and directors are accountable to
corporations and their stockholders for monetary damages for conduct
constituting gross negligence in the exercise of their duty of care. Delaware
law enables corporations to limit available relief to equitable remedies such as
injunction or rescission.
 
     Our Restated Certificate of Incorporation limits the liability of our
officers and directors to us and our stockholders to the fullest extent
permitted by Delaware law. Specifically, our officers and directors will not be
personally liable for monetary damages for breach of an officer's or director's
fiduciary duty in such capacity, except for liability
 
     - for any breach of the officer's or director's duty of loyalty to us or
       our stockholders,
 
     - for acts or omissions not in good faith or which involve intentional
       misconduct or a knowing violation of law,
 
     - for unlawful payments of dividends or unlawful stock repurchases or
       redemptions as provided in Section 174 of the Delaware General
       Corporation law, or
 
     - for any transaction from which the officer or director derived an
       improper personal benefit.
                                       23
   26
 
     The inclusion of this provision in our Restated Certificate of
Incorporation may reduce the likelihood of derivative litigation against our
officers and directors, and may discourage or deter stockholders or management
from bringing a lawsuit against our officers and directors for breach of their
duty of care, even though such an action, if successful, might have otherwise
benefitted us and our stockholders.
 
     Both our Restated Certificate of Incorporation and Bylaws provide
indemnification to our officers and directors and certain other persons with
respect to certain matters to the maximum extent allowed by Delaware law as it
exists now or may hereafter be amended. These provisions do not alter the
liability of officers and directors under federal securities laws and do not
affect the right to sue (nor to recover monetary damages) under federal
securities laws for violations thereof.
 
TRANSFER AGENT AND REGISTRAR
 
     Our transfer agent and registrar of the common stock, as well as the rights
agent under our Rights Plan, is ChaseMellon Shareholder Services, L.L.C.
 
                               DEPOSITARY SHARES
 
GENERAL
 
     We may offer fractional shares of preferred stock, rather than full shares
of preferred stock. If we decide to offer fractional shares of preferred stock,
we will issue receipts for depositary shares. Each depositary share will
represent a fraction of a share of a particular series of preferred stock. The
prospectus supplement will indicate that fraction. The shares of preferred stock
represented by depositary shares will be deposited under a deposit agreement
between us and a bank or trust company that meets certain requirements and is
selected by us (the "Depositary"). Each owner of a depositary share will be
entitled to all the rights and preferences of the preferred stock represented by
the depositary share. The depositary shares will be evidenced by depositary
receipts issued pursuant to the deposit agreement. Depositary receipts will be
distributed to those persons purchasing the fractional shares of preferred stock
in accordance with the terms of the offering.
 
     We have summarized selected provisions of the deposit agreement and the
depositary receipts. The summary is not complete. The forms of the deposit
agreement and the depositary receipts are filed as exhibits to the registration
statement and you should read such documents for provisions that may be
important to you.
 
DIVIDENDS AND OTHER DISTRIBUTIONS
 
     If we pay a cash distribution or dividend on a series of preferred stock
represented by depositary shares, the Depositary will distribute such dividends
to the record holders of such depositary shares. If the distributions are in
property other than cash, the Depositary will distribute the property to the
record holders of the depositary shares. However, if the Depositary determines
that it is not feasible to make the distribution of property, the Depositary
may, with our approval, sell such property and distribute the net proceeds from
such sale to the holders of the preferred stock.
 
REDEMPTION OF DEPOSITARY SHARES
 
     If we redeem a series of preferred stock represented by depositary shares,
the Depositary will redeem the depositary shares from the proceeds received by
the Depositary in connection with the redemption. The redemption price per
depositary share will equal the applicable fraction of the redemption price per
share of the preferred stock. If fewer than all the depositary shares are
redeemed, the depositary shares to be redeemed will be selected by lot or pro
rata as the Depositary may determine.
 
VOTING THE PREFERRED STOCK
 
     Upon receipt of notice of any meeting at which the holders of the preferred
stock represented by depositary shares are entitled to vote, the Depositary will
mail the notice to the record holders of the depositary shares relating to such
preferred stock. Each record holder of these depositary shares on the record
date (which will be the same date as the record date for the preferred stock)
may instruct the Depositary as to how to vote the preferred stock represented by
such holder's depositary shares. The Depositary will endeavor, insofar as
practicable, to vote the amount of the preferred stock represented by such
depositary shares in accordance with such instructions, and we will take all
action which the Depositary deems necessary in order to enable the Depositary to
do so. The Depositary will abstain from voting shares of the preferred stock to
the extent it does not receive specific instructions from
 
                                       24
   27
 
the holders of depositary shares representing such preferred stock.
 
AMENDMENT AND TERMINATION OF THE
DEPOSITARY AGREEMENT
 
     The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may be amended by agreement between the
Depositary and us. However, any amendment that materially and adversely alters
the rights of the holders of depositary shares will not be effective unless such
amendment has been approved by the holders of at least a majority of the
depositary shares then outstanding. The deposit agreement may be terminated by
the Depositary or us only if (i) all outstanding depositary shares have been
redeemed or (ii) there has been a final distribution in respect of the preferred
stock in connection with any liquidation, dissolution or winding up of us and
such distribution has been distributed to the holders of depositary receipts.
 
CHARGES OF DEPOSITARY
 
     We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will pay charges of
the Depositary in connection with the initial deposit of the preferred stock and
any redemption of the preferred stock. Holders of depositary receipts will pay
other transfer and other taxes and governmental charges and any other charges,
including a fee for the withdrawal of shares of preferred stock upon surrender
of depositary receipts, as are expressly provided in the deposit agreement to be
for their accounts.
 
WITHDRAWAL OF PREFERRED STOCK
 
     Upon surrender of depositary receipts at the principal office of the
Depositary, subject to the terms of the deposit agreement, the owner of the
depositary shares may demand delivery of the number of whole shares of preferred
stock and all money and other property, if any, represented by those depositary
shares. Partial shares of preferred stock will not be issued. If the depositary
receipts delivered by the holder evidence a number of Depositary shares in
excess of the number of depositary shares representing the number of whole
shares of preferred stock to be withdrawn, the Depositary will deliver to such
holder at the same time a new depositary receipt evidencing the excess number of
depositary shares. Holders of preferred stock thus withdrawn may not thereafter
deposit those shares under the deposit agreement or receive depositary receipts
evidencing depositary shares therefor.
 
MISCELLANEOUS
 
     The Depositary will forward to holders of depositary receipts all reports
and communications from us that are delivered to the Depositary and that we are
required to furnish to the holders of the preferred stock.
 
     Neither the Depositary nor us will be liable if we are prevented or delayed
by law or any circumstance beyond our control in performing our obligations
under the deposit agreement. The obligations of the Depositary and us under the
deposit agreement will be limited to performance in good faith of our duties
thereunder, and we will not be obligated to prosecute or defend any legal
proceeding in respect of any depositary shares or preferred stock unless
satisfactory indemnity is furnished. We may rely upon written advice of counsel
or accountants, or upon information provided by persons presenting preferred
stock for deposit, holders of depositary receipts or other persons believed to
be competent and on documents believed to be genuine.
 
RESIGNATION AND REMOVAL
OF DEPOSITARY
 
     The Depositary may resign at any time by delivering to us notice of its
election to do so, and we may at any time remove the Depositary. Any such
resignation or removal will take effect upon the appointment of a successor
Depositary and its acceptance of such appointment. Such successor Depositary
must be appointed within 60 days after delivery of the notice of resignation or
removal and must be a bank or trust company having its principal office in the
United States and having a combined capital and surplus of at least $50,000,000.
 
                              PLAN OF DISTRIBUTION
 
     We may sell the offered securities (a) through underwriters or dealers; (b)
through agents; or (c) directly to one or more purchasers, including existing
stockholders in a rights offering.
 
BY UNDERWRITERS
 
     If underwriters are used in the sale, the offered securities will be
acquired by the under-
                                       25
   28
 
writers for their own account. The underwriters may resell the securities in one
or more transactions, including negotiated transactions, at a fixed public
offering price or at varying prices determined at the time of sale. The
obligations of the underwriters to purchase the securities will be subject to
certain conditions. Unless indicated in the prospectus supplement the
underwriters must purchase all the securities of the series offered by a
prospectus supplement if any of the securities are purchased. Any initial public
offering price and any discounts or concessions allowed or re-allowed or paid to
dealers may be changed from time to time.
 
BY AGENTS
 
     Offered securities may also be sold through agents designated by us. Unless
indicated in the prospectus supplement, any such agent is acting on a best
efforts basis for the period of its appointment.
 
DIRECT SALES; RIGHTS OFFERINGS
 
     Offered securities may also be sold directly by us. In this case, no
underwriters or agents would be involved. We may sell offered securities upon
the exercise of rights which may be issued to our securityholders.
 
DELAYED DELIVERY ARRANGEMENTS
 
     We may authorize agents, underwriters or dealers to solicit offers by
certain institutional investors to purchase offered securities providing for
payment and delivery on a future date specified in the prospectus supplement.
Institutional investors to which such offers may be made, when authorized,
include commercial and savings banks, insurance companies, pension funds,
investment companies, education and charitable institutions and such other
institutions as may be approved by us. The obligations of any such purchasers
under such delayed delivery and payment arrangements will be subject to the
condition that the purchase of the offered securities will not at the time of
delivery be prohibited under applicable law. The underwriters and such agents
will not have any responsibility with respect to the validity or performance of
such contracts.
 
GENERAL INFORMATION
 
     Underwriters, dealers and agents that participate in the distribution of
offered securities may be underwriters as defined in the Securities Act, and any
discounts or commissions received by them from us and any profit on the resale
of the offered securities by them may be treated as underwriting discounts and
commissions under the Securities Act. Any underwriters or agents will be
identified and their compensation described in a prospectus supplement.
 
     We may have agreements with the underwriters, dealers and agents to
indemnify them against certain civil liabilities, including liabilities under
the Act, or to contribute with respect to payments which the underwriters,
dealers or agents may be required to make.
 
     Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our subsidiaries in the ordinary course of their
businesses.
 
                                 LEGAL MATTERS
 
     Our legal counsel, Vinson & Elkins L.L.P., Houston, Texas, will pass upon
certain legal matters in connection with the offered securities. Any
underwriters will be advised about other issues relating to any offering by
their own legal counsel.
 
                                    EXPERTS
 
     Arthur Andersen LLP, independent public accountants, audited the financial
statements included in our annual report on Form 10-K for the year ended
December 31, 1997 incorporated by reference in this prospectus and elsewhere in
the registration statement. These documents are incorporated by reference herein
in reliance upon the authority of Arthur Andersen LLP as experts in accounting
and auditing in giving the report.
 
     Crowe, Chizek and Company LLP, independent public accountants, audited the
financial statements of the Carroll Automotive Group included in the Current
Report on Form 8-K dated May 28, 1998, incorporated by reference in this
prospectus and elsewhere in the registration statement. These documents are
incorporated by reference herein in reliance upon the authority of Crowe, Chizek
and Company LLP as experts in accounting and auditing in giving the report.
 
                                       26
   29
 
                                    PART II
                     INFORMATION NOT REQUIRED IN PROSPECTUS
 
ITEM 14.  OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
 
     The following table sets forth the estimated expenses in connection with
the distribution of the securities covered by this Registration Statement. All
of the expenses will be borne by the Company except as otherwise indicated.
 
                                                           
Registration fee............................................  $ 69,500
Fees and expenses of accountants............................   250,000
Fees and expenses of legal counsel..........................   150,000
Fees and expenses of Trustee and counsel....................    25,000
Printing and engraving expenses.............................   100,000
Miscellaneous...............................................     5,500
                                                              --------
          Total.............................................  $600,000
                                                              ========


 
ITEM 15.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.
 
     Article Sixth, Part II, Section I of the Company's Charter, a copy of which
is filed as Exhibit 3.1, provides that directors, officers, employees and agents
shall be indemnified to the fullest extent permitted by Section 145 of the DGCL.
 
     Section 145 of the DGCL authorizes, inter alia, a corporation to indemnify
any person ("indemnitee") who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that such person
is or was an officer or director of such corporation, or is or was serving at
the request of such corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. A
Delaware corporation may indemnify past or present officers and directors of
such corporation or of another corporation or other enterprise at the former
corporation's request, in an action by or in the right of the corporation to
procure a judgment in its favor under the same conditions, except that no
indemnification is permitted without judicial approval if such person is
adjudged to be liable to the corporation. Where an officer or director is
successful on the merits or otherwise in defense of any action referred to
above, or in defense of any claim, issue or matter therein, the corporation must
indemnify him against the expenses (including attorney's fees) which he actually
and reasonably incurred in connection therewith. Section 145 further provides
that any indemnification shall be made by the corporation only as authorized in
each specific case upon a determination by the (i) stockholders, (ii) Board of
Directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding or (iii) independent counsel if a
quorum of disinterested directors so directs. Section 145 provides that
indemnification pursuant to its provision is not exclusive of other rights of
indemnification to which a person may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise.
 
     Section 145 of the DGCL also empowers the Company to purchase and maintain
insurance on behalf of any person who is or was an officer or director of the
Company against liability asserted against or incurred by him in any such
capacity, whether or not the Company would have the power to indemnify such
officer or director against such liability under the provisions of Section 145.
The Company intends to purchase and maintain a directors' and officers'
liability policy for such purposes.
 
     The form of Underwriting Agreements filed as Exhibits 1.1, 1.2 and 1.3 to
this Registration Statement contains certain provisions for indemnification of
directors and officers of the Company and the Underwriters against civil
liabilities under the Securities Act.
                                      II-1
   30
 
ITEM 16.  EXHIBITS.
 
     The following documents are filed as exhibits to this Registration
Statement, including those exhibits incorporated herein by reference to a prior
filing of the Company under the Securities Act or the Exchange Act as indicated
in parenthesis:
 


 EXHIBIT
   NO.                              DESCRIPTION
 -------                            -----------
         
    *1.1    -- Form of Underwriting Agreement (Debt Securities).
    *1.2    -- Form of Underwriting Agreement (Preferred Stock).
    *1.3    -- Form of Underwriting Agreement (Common Stock).
     4.1    -- Restated Certificate of Incorporation of the Company
               (incorporated by reference to Exhibit 3.1 to the
               Company's Registration Statement on Form S-1
               (Registration No. 333-29893)).
     4.2    -- Bylaws of the Company (incorporated by reference to
               Exhibit 3.3 to the Company's Registration Statement on
               Form S-1 (Registration No. 333-29893)).
     4.3    -- Certificate of Designation of Series A Junior
               Participating Preferred Stock (incorporated by reference
               to Exhibit 3.2 of the Company's Registration Statement on
               Form S-1 (Registration No. 333-29893)).
  ***4.4    -- Form of Senior Indenture.
  ***4.5    -- Form of Subordinated Indenture.
  ***4.6    -- Form of Senior Debt Securities.
  ***4.7    -- Form of Subordinated Debt Securities.
     4.8    -- Rights Agreement between the Company and ChaseMellon
               Shareholders Services, L.L.C., as rights agent dated
               October 3, 1997 (incorporated by reference to Exhibit
               10.10 of the Company's Registration Statement on Form S-1
               (Registration No. 333-29893)).
     4.9    -- Second Amended and Restated Revolving Credit Agreement
               Among the Company, its Subsidiary Borrowers and the banks
               listed therein dated November 10, 1998 (incorporated by
               reference to Exhibit 10.1 of the Company's Current Report
               on Form 8-K dated November 10, 1998).
  ***4.10   -- Form of Depositary Agreement
  ***4.11   -- Form of Depositary Receipt
  ***5.1    -- Opinion of Vinson & Elkins L.L.P. as to the legality of
               the securities being registered.
  **12.1    -- Computation of Ratio of Earnings to Fixed Charges.
  **23.1    -- Consent of Arthur Andersen LLP.
  **23.2    -- Consent of Crowe, Chizek and Company LLP.
 ***23.3    -- Consent of Vinson & Elkins L.L.P. (see Exhibit 5.1).
  **24.1    -- Powers of attorney (included in the signature page of
               this Registration Statement).
 ***25.1    -- Form T-1 Statement of Eligibility of Trustee under the
               Senior Indenture.
 ***25.2    -- Form T-1 Statement of Eligibility of Trustee under the
               Subordinated Indenture.

 
- ---------------
  * The Company will file any underwriting agreement relating to any Securities
    that it may enter into as an exhibited to a Current Report on Form 8-K.
 ** Filed herewith.
*** To be filed as an amendment to this Registration Statement or as an exhibit
    to a Current Report on Form 8-K.
 
                                      II-2
   31
 
ITEM 17.  UNDERTAKINGS
 
     (a) The registrants hereby undertake:
 
          (1) To file, during any period in which offers or sales are being
     made, a post-effective amendment to this registration statement:
 
             (i) To include any prospectus required by Section 10(a)(3) of the
        Securities Act of 1933;
 
             (ii) To reflect in the prospectus any facts or events arising after
        the effective date of the registration statement (or the most recent
        post-effective amendment thereof) which, individually or in the
        aggregate, represent a fundamental change in the information set forth
        in the registration statement; notwithstanding the foregoing, any
        increase or decrease in the volume of securities offered (if the total
        dollar value of securities offered would not exceed that which was
        registered) and any deviation from the low or high end of the estimated
        maximum offering range may be reflected in the form of prospectus filed
        with the Commission pursuant to Rule 424(b) if, in the aggregate, the
        changes in volume and price represent no more than a 20% change in the
        maximum aggregate offering price set forth in the "Calculation of
        Registration Fee" table in the effective registration statement; and
 
             (iii) To include any material information with respect to the plan
        of distribution not previously disclosed in the registration statement
        or any material change to such information in the registration
        statement;
 
     provided, however, that the undertakings set forth in clauses (i) and (ii)
     above do not apply if the information required to be included in a
     post-effective amendment by those clauses is contained in periodic reports
     filed with or furnished to the Securities and Exchange Commission by the
     Company pursuant to Section 13 or Section 15(d) of the Securities Exchange
     Act of 1934 that are incorporated by reference in the registration
     statement.
 
          (2) That, for the purpose of determining any liability under the
     Securities Act of 1933, each such post-effective amendment shall be deemed
     to be a new registration statement relating to the securities offered
     therein, and the offering of such securities at that time shall be deemed
     to be the initial bona fide offering thereof.
 
          (3) To remove from registration by means of a post-effective amendment
     any of the securities being registered which remain unsold at the
     termination of the offering.
 
     (b) The registrant hereby undertakes that:
 
          (1) That for purposes of determining any liability under the
     Securities Act of 1933, the information omitted from the form of prospectus
     filed as part of a registration statement in reliance upon Rule 430A and
     contained in a form of prospectus filed by the registrants pursuant to Rule
     424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed
     to be part of this registration statement as of the time it was declared
     effective.
 
          (2) That, for purpose of determining any liability under the
     Securities Act of 1933, each post-effective amendment that contains a form
     of prospectus shall be deemed to be a new registration statement relating
     to the securities offered therein, and the offering of such securities at
     that time shall be deemed to be the initial bona fide offering thereof.
 
     (c) The registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
 
     (d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the provisions set forth in Item 15, or
 
                                      II-3
   32
 
otherwise, the registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by a
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
 
     (e) The registrant hereby undertakes to file an application for the purpose
of determining the eligibility of the trustee to act under subsection (a) of
Section 310 of the Trust Indenture Act ("Act") in accordance with the rules and
regulations prescribed by the Commission under Section 305(6)(2) of the Act.
 
                                      II-4
   33
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, Group 1
Automotive, Inc. 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 or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on December 23, 1998.
 
                                          GROUP 1 AUTOMOTIVE, INC.
 
                                          By: /s/ B. B. HOLLINGSWORTH, JR.
                                            ------------------------------------
                                                  B. B. HOLLINGSWORTH, JR.
                                                  CHAIRMAN, PRESIDENT AND
                                                  CHIEF EXECUTIVE OFFICER
 
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 23rd day of December, 1998.
 


                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                        
 
             /s/ B.B. HOLLINGSWORTH, JR.                   Chairman, President and Chief Executive
- -----------------------------------------------------      Officer and Director (Principal Executive
               B.B. HOLLINGSWORTH, JR.                     Officer)
 
                /s/ SCOTT L. THOMPSON                      Senior Vice President, Chief Financial
- -----------------------------------------------------      Officer and Treasurer (Chief Financial and
                  SCOTT L. THOMPSON                        Accounting Officer)
 
               /s/ ROBERT E. HOWARD II                     Director
- -----------------------------------------------------
                 ROBERT E. HOWARD II
 
             /s/ STERLING B. MCCALL, JR.                   Director
- -----------------------------------------------------
               STERLING B. MCCALL, JR.
 
                /s/ CHARLES M. SMITH                       Director
- -----------------------------------------------------
                  CHARLES M. SMITH
 
                 /s/ JOHN H. DUNCAN                        Director
- -----------------------------------------------------
                   JOHN H. DUNCAN
 
               /s/ BENNETT E. BIDWELL                      Director
- -----------------------------------------------------
                 BENNETT E. BIDWELL

 
                                      II-5
   34
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants 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 or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on December 23, 1998.
 
                                          SOUTHWEST TOYOTA, INC.
                                          SMC LUXURY CARS, INC.
                                          MCCALL AUTOMOTIVE GROUP, INC.
 
                                          By:  /s/ STERLING B. MCCALL, JR.
                                            ------------------------------------
                                                  STERLING B. MCCALL, JR.
                                                          CHAIRMAN
 
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 23rd day of December, 1998.
 


                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         
 
             /s/ STERLING B. MCCALL, JR.                    Chairman and Director (Principal Executive
- -----------------------------------------------------       Officer)
               STERLING B. MCCALL, JR.
 
                /s/ SCOTT L. THOMPSON                       Vice President and Director (Chief Financial
- -----------------------------------------------------       and Accounting Officer)
                 SCOTT L . THOMPSON
 
                 /s/ FRANK R. TODARO                        Director
- -----------------------------------------------------
                   FRANK R. TODARO

 
                                      II-6
   35
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants 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 or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on December 23, 1998.
 
                                          COURTESY NISSAN, INC.
                                          GROUP 1 FORD, INC.
                                          SMITH AUTOMOTIVE GROUP, INC.
                                          MIKE SMITH AUTOMOTIVE-H, INC.
                                          MIKE SMITH AUTOMOTIVE-N, INC.
                                          MIKE SMITH AUTOPLAZA, INC.
                                          MIKE SMITH AUTOPLEX, INC.
                                          MIKE SMITH AUTOPLEX BUICK, INC.
                                          MIKE SMITH AUTOPLEX DODGE, INC.
                                          MIKE SMITH AUTOPLEX-GERMAN IMPORTS,
                                          INC.
                                          MIKE SMITH AUTOPLEX-V, INC.
                                          MIKE SMITH L/M, INC.
                                          MIKE SMITH GM, INC.
                                          ROUND ROCK NISSAN, INC.
                                          SMITH, LIU & CORBIN, INC.
                                          SMITH, LIU & KUTZ, INC.
                                          TOWN NORTH IMPORTS, INC.
                                          TOWN NORTH NISSAN, INC.
                                          TOWN NORTH SUZUKI, INC.
 
                                          By:     /s/ CHARLES M. SMITH
                                            ------------------------------------
                                                      CHARLES M. SMITH
                                                          CHAIRMAN
 
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 23rd day of December, 1998.
 


                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         
 
                /s/ CHARLES M. SMITH                        Chairman and Director (Principal Executive
- -----------------------------------------------------       Officer)
                  CHARLES M. SMITH
 
                /s/ SCOTT L. THOMPSON                       Vice President and Director (Chief Financial
- -----------------------------------------------------       and Accounting Officer)
                 SCOTT L . THOMPSON
 
                 /s/ FRANK R. TODARO                        Director
- -----------------------------------------------------
                   FRANK R. TODARO

 
                                      II-7
   36
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants 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 or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on December 23, 1998.
 
                                          BOB HOWARD AUTOMOTIVE-A, INC.
                                          BOB HOWARD AUTOMOTIVE-H, INC.
                                          BOB HOWARD CHEVROLET, INC.
                                          BOB HOWARD DODGE, INC.
                                          BOB HOWARD MOTORS, INC.
                                          BOB HOWARD NISSAN, INC.
                                          HOWARD AUTOMOTIVE GROUP, INC.
                                          HOWARD PONTIAC-GMC, INC.
 
                                          By:    /s/ ROBERT E. HOWARD II
                                            ------------------------------------
                                                    ROBERT E. HOWARD II
                                                   CHAIRMAN AND PRESIDENT
 
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 23rd day of December, 1998.
 


                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         
 
               /s/ ROBERT E. HOWARD II                      Chairman and President and Director
- -----------------------------------------------------       (Principal Executive Officer)
                 ROBERT E. HOWARD II
 
                /s/ SCOTT L. THOMPSON                       Vice President and Director (Chief Financial
- -----------------------------------------------------       and Accounting Officer)
                 SCOTT L . THOMPSON
 
                 /s/ FRANK R. TODARO                        Director
- -----------------------------------------------------
                   FRANK R. TODARO

 
                                      II-8
   37
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants 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 or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on December 23, 1998.
 
                                          FOYT MOTORS, INC.
                                          KINGWOOD MOTORS-H, INC.
 
                                          By:   /s/ ROBERT L. STRUZYNSKI
                                            ------------------------------------
                                                    ROBERT L. STRUZYNSKI
                                                   CHAIRMAN AND PRESIDENT
 
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 23rd day of December, 1998.
 


                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         
 
              /s/ ROBERT L. STRUZYNSKI                      Chairman and President and Director
- -----------------------------------------------------       (Principal Executive Officer)
                ROBERT L . STRUZYNSKI
 
                /s/ SCOTT L. THOMPSON                       Vice President and Director (Chief Financial
- -----------------------------------------------------       and Accounting Officer)
                  SCOTT L. THOMPSON
 
                 /s/ FRANK R. TODARO                        Director
- -----------------------------------------------------
                   FRANK R. TODARO

 
                                      II-9
   38
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants 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 or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on December 23, 1998.
 
                                          KOONS FORD, INC.
                                          COURTESY FORD, INC.
                                          PERIMETER FORD, INC.
                                          FLAMINGO FORD, INC.
                                          J. CARROLL MANAGEMENT GROUP, INC.
 
                                          By:     /s/ JAMES S. CARROLL
                                            ------------------------------------
                                                      JAMES S. CARROLL
                                                          CHAIRMAN
 
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 23rd day of December, 1998.
 


                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         
 
                /s/ JAMES S. CARROLL                        Chairman and Director (Principal Executive
- -----------------------------------------------------       Officer)
                  JAMES S. CARROLL
 
                /s/ SCOTT L. THOMPSON                       Vice President and Director (Chief Financial
- -----------------------------------------------------       and Accounting Officer)
                  SCOTT L. THOMPSON
 
                 /s/ FRANK R. TODARO                        Director
- -----------------------------------------------------
                   FRANK R. TODARO

 
                                      II-10
   39
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants 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 or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on December 23, 1998.
 
                                          MMK INTERESTS, INC.
                                          PRESTIGE CHRYSLER PLYMOUTH, INC.
                                          MAXWELL CHRYSLER PLYMOUTH DODGE, INC.
                                          HIGHLAND AUTOPLEX, INC.
                                          MAXWELL TEXAS MANAGEMENT, INC.
 
                                          By: /s/ THOMAS NYLE MAXWELL, JR.
                                            ------------------------------------
                                                  THOMAS NYLE MAXWELL, JR.
                                                         PRESIDENT
 
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 23rd day of December, 1998.
 


                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         
 
            /s/ THOMAS NYLE MAXWELL, JR.                    President and Director (Principal Executive
- -----------------------------------------------------       Officer)
              THOMAS NYLE MAXWELL, JR.
 
                /s/ SCOTT L. THOMPSON                       Vice President and Director (Chief Financial
- -----------------------------------------------------       and Accounting Officer)
                  SCOTT L. THOMPSON
 
                 /s/ FRANK R. TODARO                        Director
- -----------------------------------------------------
                   FRANK R. TODARO

 
                                      II-11
   40
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants 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 or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on December 23, 1998.
 
                                          PRESTIGE MAXWELL, INC.
                                          MAXWELL HOLDINGS, INC.
 
                                          By:    /s/ ROBERT E. HOWARD II
                                            ------------------------------------
                                                    ROBERT H. HOWARD II
                                                  PRESIDENT AND SECRETARY
 
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 23rd day of December, 1998.
 


                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         
 
               /s/ ROBERT E. HOWARD II                      President and Secretary (Principal Executive
- -----------------------------------------------------       Officer)
                 ROBERT E. HOWARD II
 
                 /s/ KARI L. JOHNSON                        Vice President and Director (Chief Financial
- -----------------------------------------------------       and Accounting Officer)
                   KARI L. JOHNSON
 
                /s/ JAMES S. CARROLL                        Director
- -----------------------------------------------------
                  JAMES S. CARROLL

 
]
 
                                      II-12
   41
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants 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 or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on December 23, 1998.
 
                                          CASA CHRYSLER PLYMOUTH JEEP INC.
                                          JOHNS AUTOMOTIVE GROUP, INC.
 
                                          By:     /s/ KENNETH E. JOHNS
                                            ------------------------------------
                                                      KENNETH E. JOHNS
                                                   CHAIRMAN AND PRESIDENT
 
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 23rd day of December, 1998.
 


                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         
 
                /s/ KENNETH E. JOHNS                        Chairman and President and Director
- -----------------------------------------------------       (Principal Executive Officer)
                  KENNETH E. JOHNS
 
                /s/ SCOTT L. THOMPSON                       Vice President and Director (Chief Financial
- -----------------------------------------------------       and Accounting Officer)
                  SCOTT L. THOMPSON
 
                 /s/ FRANK R. TODARO                        Director
- -----------------------------------------------------
                   FRANK R. TODARO

 
                                      II-13
   42
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, McKinney Dodge,
Inc. 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 or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on December 23, 1998.
 
                                          MCKINNEY DODGE, INC.
 
                                          By:      /s/ RONALD J. KUTZ
                                            ------------------------------------
                                                       RONALD J. KUTZ
                                                         PRESIDENT
 
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 23rd day of December, 1998.
 


                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                        
 
                 /s/ RONALD J. KUTZ                        President and Director (Principal Executive
- -----------------------------------------------------      Officer)
                   RONALD J. KUTZ
 
                /s/ SCOTT L. THOMPSON                      Vice President and Director (Chief Financial
- -----------------------------------------------------      and Accounting Officer)
                  SCOTT L. THOMPSON
 
                 /s/ FRANK R. TODARO                       Director
- -----------------------------------------------------
                   FRANK R. TODARO

 
                                      II-14
   43
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, Casa Chevrolet
Inc. 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 or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on December 23, 1998.
 
                                          CASA CHEVROLET INC.
 
                                          By:     /s/ CYNTHIA C. JOHNS
                                            ------------------------------------
                                                      CYNTHIA C. JOHNS
                                                   CHAIRMAN AND PRESIDENT
 
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 23rd day of December, 1998.
 


                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                         
 
                /s/ CYNTHIA C. JOHNS                        Chairman and President and Director
- -----------------------------------------------------       (Principal Executive Officer)
                  CYNTHIA C. JOHNS
 
                /s/ SCOTT L. THOMPSON                       Vice President and Director (Chief Financial
- -----------------------------------------------------       and Accounting Officer)
                  SCOTT L. THOMPSON
 
                 /s/ FRANK R. TODARO                        Director
- -----------------------------------------------------
                   FRANK R. TODARO

 
                                      II-15
   44
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, Luby Chevrolet
Co. 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 or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on December 23, 1998.
 
                                          LUBY CHEVROLET CO.
 
                                          By:    /s/ RICHARD FLEISCHMAN
                                            ------------------------------------
                                                     RICHARD FLEISCHMAN
                                                         PRESIDENT
 
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 23rd day of December, 1998.
 


                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                        
               /s/ RICHARD FLEISCHMAN                      President and Director (Principal Executive
- -----------------------------------------------------      Officer)
                 RICHARD FLEISCHMAN
 
                /s/ SCOTT L. THOMPSON                      Vice President and Director (Chief Financial
- -----------------------------------------------------      and Accounting Officer)
                  SCOTT L. THOMPSON
 
                 /s/ FRANK R. TODARO                       Director
- -----------------------------------------------------
                   FRANK R. TODARO

 
                                      II-16
   45
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, Prestige
Chrysler Plymouth Northwest, Ltd. 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 or amendment to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Houston, State of
Texas, on December 23, 1998.
 
                                          PRESTIGE CHRYSLER PLYMOUTH
                                            NORTHWEST, LTD.
 
                                          By: MMK Interests, Inc.
                                                General Partner
 
                                          By: /s/ THOMAS NYLE MAXWELL, JR.
                                            ------------------------------------
                                                  THOMAS NYLE MAXWELL, JR.
                                                   CHAIRMAN AND PRESIDENT
 
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 23rd day of December, 1998.
 


                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                        
            /s/ THOMAS NYLE MAXWELL, JR.                   Chairman and President and Director
- -----------------------------------------------------      (Principal Executive Officer)
              THOMAS NYLE MAXWELL, JR.
 
                /s/ SCOTT L. THOMPSON                      Vice President and Director (Chief Financial
- -----------------------------------------------------      and Accounting Officer)
                  SCOTT L. THOMPSON
 
                 /s/ FRANK R. TODARO                       Director
- -----------------------------------------------------
                   FRANK R. TODARO

 
                                      II-17
   46
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, Prestige
Chrysler Plymouth South, Ltd. 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 or amendment to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Houston, State of
Texas, on December 23, 1998.
 
                                          PRESTIGE CHRYSLER PLYMOUTH SOUTH, LTD.
 
                                          By: Prestige Chrysler Plymouth, Inc.
                                                General Partner
 
                                          By: /s/ THOMAS NYLE MAXWELL, JR.
                                            ------------------------------------
                                                  THOMAS NYLE MAXWELL, JR.
                                                   CHAIRMAN AND PRESIDENT
 
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact an agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 23rd day of December, 1998.
 


                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                        
            /s/ THOMAS NYLE MAXWELL, JR.                   Chairman and President (Principal Executive
- -----------------------------------------------------      Officer)
              THOMAS NYLE MAXWELL, JR.
 
                /s/ SCOTT L. THOMPSON                      Vice President and Director (Chief Financial
- -----------------------------------------------------      and Accounting Officer)
                  SCOTT L. THOMPSON
 
                 /s/ FRANK R. TODARO                       Director
- -----------------------------------------------------
                   FRANK R. TODARO

 
                                      II-18
   47
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, Maxwell
Chrysler Plymouth Jeep Eagle, Ltd. 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 or amendment to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Houston, State of
Texas, on December 23, 1998.
 
                                          MAXWELL CHRYSLER PLYMOUTH
                                            JEEP EAGLE, LTD.
 
                                          By: Maxwell Chrysler Plymouth Dodge,
                                              Inc.
                                                General Partner
 
                                          By: /s/ THOMAS NYLE MAXWELL, JR.
                                            ------------------------------------
                                                  THOMAS NYLE MAXWELL, JR.
                                                   CHAIRMAN AND PRESIDENT
 
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 23rd day of December, 1998.
 


                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                        
            /s/ THOMAS NYLE MAXWELL, JR.                   Chairman and President and Director
- -----------------------------------------------------      (Principal Executive Officer)
              THOMAS NYLE MAXWELL, JR.
 
                /s/ SCOTT L. THOMPSON                      Vice President and Director (Chief Financial
- -----------------------------------------------------      and Accounting Officer)
                  SCOTT L. THOMPSON
 
                 /s/ FRANK R. TODARO                       Director
- -----------------------------------------------------
                   FRANK R. TODARO

 
                                      II-19
   48
 
                                   SIGNATURES
 
     Pursuant to the requirements of the Securities Act of 1933, Maxwell Ford,
Ltd. 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 or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on December 23, 1998.
 
                                          MAXWELL FORD, LTD.
 
                                          By: Maxwell Texas Management, Inc.
                                                General Partner
 
                                          By: /s/ THOMAS NYLE MAXWELL, JR.
                                            ------------------------------------
                                                  THOMAS NYLE MAXWELL, JR.
                                                         PRESIDENT
 
     KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
 
     Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 23rd day of December, 1998.
 


                      SIGNATURE                                                TITLE
                      ---------                                                -----
                                                        
            /s/ THOMAS NYLE MAXWELL, JR.                   President and Director (Principal Executive
- -----------------------------------------------------      Officer)
              THOMAS NYLE MAXWELL, JR.
 
                /s/ SCOTT L. THOMPSON                      Vice President and Director (Chief Financial
- -----------------------------------------------------      and Accounting Officer)
                  SCOTT L. THOMPSON
 
                 /s/ FRANK R. TODARO                       Director
- -----------------------------------------------------
                   FRANK R. TODARO

 
                                      II-20
   49
 
                               INDEX TO EXHIBITS
 


 EXHIBIT
   NO.                              DESCRIPTION
 -------                            -----------
         
    *1.1    -- Form of Underwriting Agreement (Debt Securities).
    *1.2    -- Form of Underwriting Agreement (Preferred Stock).
    *1.3    -- Form of Underwriting Agreement (Common Stock).
     4.1    -- Restated Certificate of Incorporation of the Company
               (incorporated by reference to Exhibit 3.1 to the
               Company's Registration Statement on Form S-1
               (Registration No. 333-29893)).
     4.2    -- Bylaws of the Company (incorporated by reference to
               Exhibit 3.3 to the Company's Registration Statement on
               Form S-1 (Registration No. 333-29893)).
     4.3    -- Certificate of Designation of Series A Junior
               Participating Preferred Stock (incorporated by reference
               to Exhibit 3.2 of the Company's Registration Statement on
               Form S-1 (Registration No. 333-29893)).
  ***4.4    -- Form of Senior Indenture.
  ***4.5    -- Form of Subordinated Indenture.
  ***4.6    -- Form of Senior Debt Securities.
  ***4.7    -- Form of Subordinated Debt Securities.
     4.8    -- Rights Agreement between the Company and ChaseMellon
               Shareholders Services, L.L.C., as rights agent dated
               October 3, 1997 (incorporated by reference to Exhibit
               10.10 of the Company's Registration Statement on Form S-1
               (Registration No. 333-29893)).
     4.9    -- Second Amended and Restated Revolving Credit Agreement
               Among the Company, its Subsidiary Borrowers and the banks
               listed therein dated November 10, 1998 (incorporated by
               reference to Exhibit 10.1 of the Company's Current Report
               on Form 8-K dated November 10, 1998).
  ***4.10   -- Form of Depositary Agreement
  ***4.11   -- Form of Depositary Receipt
  ***5.1    -- Opinion of Vinson & Elkins L.L.P. as to the legality of
               the securities being registered.
  **12.1    -- Computation of Ratio of Earnings to Fixed Charges.
  **23.1    -- Consent of Arthur Andersen LLP.
  **23.2    -- Consent of Crowe, Chizek and Company LLP.
 ***23.3    -- Consent of Vinson & Elkins L.L.P. (see Exhibit 5.1).
  **24.1    -- Powers of attorney (included in the signature page of
               this Registration Statement).
 ***25.1    -- Form T-1 Statement of Eligibility of Trustee under the
               Senior Indenture.
 ***25.2    -- Form T-1 Statement of Eligibility of Trustee under the
               Subordinated Indenture.

 
- ---------------
  * The Company will file any underwriting agreement relating to any Securities
    that it may enter into as an exhibited to a Current Report on Form 8-K.
 ** Filed herewith.
*** To be filed as an amendment to this Registration Statement or as an exhibit
    to a Current Report on Form 8-K.
 
                                      II-21

EX-12.1

   1
                                                                    EXHIBIT 12.1

               Computation of Ratio of Earnings to Fixed Charges



                                                                          Year ended December 31,
                                                  --------------------------------------------------------------------------
                                                      1993           1994           1995           1996           1997
                                                      ----           ----           ----           ----           ----
                                                                           (dollars in thousands)
                                                                                                          
Fixed Charges:

     Interest on debt and capitalized leases        $  1,433       $  2,452       $  3,471       $  3,168       $  3,986
     Interest element of rentals                         865            962          1,011          1,057          1,517

                                                    --------       --------       --------       --------       --------
     Total                                          $  2,298       $  3,414       $  4,482       $  4,225       $  5,503
                                                    ========       ========       ========       ========       ========

Earnings:

     Pretax Income                                  $  2,942       $  2,921       $  4,379       $  5,589       $  6,391
     Addback: fixed charges                            2,298          3,414          4,482          4,225          5,503

                                                    --------       --------       --------       --------       --------
     Total                                          $  5,240       $  6,335       $  8,861       $  9,814       $ 11,894
                                                    ========       ========       ========       ========       ========

Ratio of Earnings to Fixed Charges                      2.28           1.86           1.98           2.32           2.16
                                                    ========       ========       ========       ========       ========






                                             Nine Months ended September 30,
                                             -------------------------------
                                                         1998
                                                         ----

                                                          
Fixed Charges:

     Interest on debt and capitalized leases          $ 11,699
     Interest element of rentals                         3,693

                                                      --------
     Total                                            $ 15,392
                                                      ========

Earnings:

     Pretax Income                                    $ 25,973
     Addback: fixed charges                             15,392

                                                      --------
     Total                                            $ 41,365
                                                      ========

Ratio of Earnings to Fixed Charges                        2.69
                                                      ========

EX-23.1

   1
                                                                    EXHIBIT 23.1

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by 
reference in this registration statement of our report dated March 6, 1998 
included in Group 1 Automotive, Inc.'s Form 10-K for the year ended December 
31, 1997 and to all references to our Firm included or incorporated by 
reference in this registration statement.


ARTHUR ANDERSEN LLP



Houston, Texas
December 23, 1998

EX-23.2

   1
                                                                    EXHIBIT 23.2

                   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 6, 1998
included in Group 1 Automotive, Inc.'s Form 8-K filed on May 28, 1998 and to all
references to our Firm included or incorporated by reference in this
registration statement.


CROWE, CHIZEK AND COMPANY, LLP


Ft. Lauderdale, Florida
December 23, 1998