-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DZx9pvufWqTE0ZiHyw5Uj9tnAiXW1YAF57CtbWy5Bt7ruhJiD/9bp2i4R649PTUJ YvSKQdfRaMeDdIhnmN3Z5A== 0000950129-02-003910.txt : 20020809 0000950129-02-003910.hdr.sgml : 20020809 20020809112129 ACCESSION NUMBER: 0000950129-02-003910 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020808 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GROUP 1 AUTOMOTIVE INC CENTRAL INDEX KEY: 0001031203 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 760506313 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13461 FILM NUMBER: 02724006 BUSINESS ADDRESS: STREET 1: 950 ECHO LANE STREET 2: STE 100 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 7134676268 MAIL ADDRESS: STREET 1: 950 ECHO LANE STREET 2: STE 100 CITY: HOUSTON STATE: TX ZIP: 77024 8-K 1 h98905e8vk.txt GROUP 1 AUTOMOTIVE, INC. - DATED AUGUST 8, 2002 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 8, 2002 GROUP 1 AUTOMOTIVE, INC. (Exact name of Registrant as specified in its charter) Delaware 76-0506313 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 950 Echo Lane, Suite 100 Houston, Texas 77024 (Address of principal executive offices) (Zip code) (713) 647-5700 (Registrant's telephone number including area code) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press Release of Group 1 Automotive, Inc. dated as of August 8, 2002, reporting on the election of Louis E. Lataif to the Board of Directors. 99.2 Press Release of Group 1 Automotive, Inc. dated as of August 8, 2002, announcing the authorization of a stock repurchase program. ITEM 9. REGULATION FD DISCLOSURE On August 8, 2002, Group 1 Automotive, Inc., a Delaware corporation (the "Company"), announced that Louis E. Lataif had been elected to the Board of Directors. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. On August 8, 2002, the Company issued a separate press release announcing authorization by the Board of Directors to repurchase up to $25 million of the Company's common stock. Subject to market conditions, repurchases may be effected from time to time through solicited or unsolicited transactions in the market or in privately negotiated transactions. No limit was placed on the duration of the repurchase program. Subject to applicable securities laws, purchase decisions will be made by management of the Company based upon market conditions and other factors. A copy of the press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. In accordance with General Instruction B.2. of Form 8-K, the information contained in such press releases shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Group 1 Automotive, Inc. August 9, 2002 By: /s/ Scott L. Thompson - ------------------------------ -------------------------------------------- Date Scott L. Thompson, Executive Vice President, Chief Financial Officer and Treasurer INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- 99.1 Press Release of Group 1 Automotive, Inc. dated as of August 8, 2002, reporting on the election of Louis E. Lataif to the Board of Directors. 99.2 Press Release of Group 1 Automotive, Inc. dated as of August 8, 2002, announcing the authorization of a stock repurchase program. EX-99.1 3 h98905exv99w1.txt PRESS RELEASE - ELECTION OF LOUIS E. LATAIF EXHIBIT 99.1 NEWS RELEASE [GROUP 1 AUTOMOTIVE INC LOGO] 950 Echo Lane, Suite 100 Houston, TX 77024 - ----------------------------------------------------------------------------------------------------------------------------------- AT GROUP 1: Chairman, President and CEO B.B. Hollingsworth, Jr. (713) 647-5700 EVP, CFO and Treasurer Scott L. Thompson (713) 647-5700 Manager, Investor Relations Kim Paper (713) 647-5700 AT Thomson Financial/Carson: Investor Relations Jeffrey T. O'Keefe (212) 807-5086 Media Relations Alecia Pulman (212) 807-5094 - -----------------------------------------------------------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE THURSDAY, AUGUST 8, 2002 GROUP 1 AUTOMOTIVE ELECTS NEW BOARD MEMBER HOUSTON, AUGUST 8, 2002--GROUP 1 AUTOMOTIVE, INC. (NYSE: GPI), a Fortune 500 specialty retailer, announced today at the Company's board meeting that Louis E. Lataif was elected to the Board of Directors. Mr. Lataif's term as a director will expire in 2005. Mr. Lataif, 63, has served as the Dean of the School of Management at Boston University since 1991 after a distinguished 27-year career with Ford Motor Company. While at Ford he was named General Manager of Ford Division and elected a corporate Vice President, then Ford's youngest officer, and served as President, Ford of Europe from 1988 to 1991. Mr. Lataif also serves on the Board of Directors of Bank Audi USA, Great Lakes Chemical Corporation, Intier Automotive, Inc., and The Iacocca Foundation. B.B. Hollingsworth Jr., Group 1's chairman, president and chief executive officer, commented, "We are pleased to add Mr. Lataif to our Board. His experience will bring important insights to the Board of Directors. We look forward to his contributions and guidance to help Group 1 achieve its goals." ABOUT GROUP 1 AUTOMOTIVE, INC. Group 1 owns 72 automotive dealerships comprised of 109 franchises, 29 different brands, and 24 collision service centers located in California, Colorado, Florida, Georgia, Louisiana, Massachusetts, New Mexico, Oklahoma and Texas. Through its dealerships and Internet sites, the Company sells new and used cars and light trucks; arranges related financing, vehicle service and insurance contracts; provides maintenance and repair services; and sells replacement parts. GROUP 1 AUTOMOTIVE CAN BE REACHED ON THE INTERNET AT www.group1auto.com ### EX-99.2 4 h98905exv99w2.txt PRESS RELEASE - AUTHORIZATION OF STOCK REPURCHASE EXHIBIT 99.2 NEWS RELEASE [GROUP 1 AUTOMOTIVE INC LOGO] 950 Echo Lane, Suite 100 Houston, TX 77024 - ----------------------------------------------------------------------------------------------------------------------------------- AT GROUP 1: Chairman, President and CEO B.B. Hollingsworth, Jr. (713) 647-5700 EVP, CFO and Treasurer Scott L. Thompson (713) 647-5700 Manager, Investor Relations Kim Paper (713) 647-5700 AT Thomson Financial/Carson: Investor Relations Jeffrey T. O'Keefe (212) 807-5086 Media Relations Alecia Pulman (212) 807-5094 - -----------------------------------------------------------------------------------------------------------------------------------
FOR IMMEDIATE RELEASE THURSDAY, AUGUST 8, 2002 GROUP 1 AUTOMOTIVE LOOKS TO REPURCHASE SHARES HOUSTON, AUGUST 8, 2002--GROUP 1 AUTOMOTIVE, INC. (NYSE: GPI), a Fortune 500 specialty retailer, announced today that its Board of Directors has authorized the Company to repurchase up to $25 million of the Company's common stock. Purchases may be made from time to time, in accordance with applicable securities laws, in the open market or in privately negotiated transactions. Total shares outstanding at June 30, 2002 were 23,112,299. "The current valuation of the Company's common stock represents an opportunity to enhance shareholder value through stock repurchases," said B.B. Hollingsworth Jr., Group 1's chairman, president and chief executive officer. "This is consistent with the Company's capital management strategies of using all available opportunities to manage its capital prudently." The decision to repurchase any or all such authorized shares will be determined by management's assessment of market conditions. Repurchases may be suspended or discontinued at any time and are subject to various debt agreements. ABOUT GROUP 1 AUTOMOTIVE, INC. Group 1 owns 72 automotive dealerships comprised of 109 franchises, 29 different brands, and 24 collision service centers located in California, Colorado, Florida, Georgia, Louisiana, Massachusetts, New Mexico, Oklahoma and Texas. Through its dealerships and Internet sites, the Company sells new and used cars and light trucks; arranges related financing, vehicle service and insurance contracts; provides maintenance and repair services; and sells replacement parts. GROUP 1 AUTOMOTIVE CAN BE REACHED ON THE INTERNET AT www.group1auto.com This press release contains "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. These statements include statements regarding our plans, goals, beliefs or current expectations, including those plans, goals, beliefs and expectations of our officers and directors with respect to, among other things, future stock repurchases. GROUP 1 AUTOMOTIVE, INC. ADD-1- Any such forward-looking statements are not assurances of future performance and involve risks and uncertainties. Actual results may differ materially from anticipated results in the forward-looking statements for a number of reasons, including, available capital resources and various debt agreements may limit our ability to repurchase shares. Any repurchases of our stock may be made, from time to time, in accordance with applicable securities laws, in the open market or in privately negotiated transactions at such time and in such amounts, as we consider appropriate. This information and additional factors that could affect our operating results and performance are described in our Form 10-K for the year ended December 31, 2001. All forward-looking statements attributable to us are qualified in their entirety by this cautionary statement. ### -----END PRIVACY-ENHANCED MESSAGE-----