-----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, RBEGQ7gYrkC0On6+80j5E7iWmf7LPvIuX3mH3ghAplcT5HXskWhrtXW1gujsXSpl 9mrVe0zNx4rw2saXJPyJOQ== 0000950129-02-004088.txt : 20020813 0000950129-02-004088.hdr.sgml : 20020813 20020813172844 ACCESSION NUMBER: 0000950129-02-004088 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20020813 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20020813 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: 02730905 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 h99173e8vk.txt GROUP 1 AUTOMOTIVE, INC.- AUGUST 13, 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 13, 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 Written statement under oath of B. B. Hollingsworth, Jr., Chief Executive Officer of Group 1 Automotive, Inc., dated August 13, 2002. 99.2 Written statement under oath of Scott L. Thompson, Chief Financial Officer of Group 1 Automotive, Inc., dated August 13, 2002. ITEM 9. REGULATION FD DISCLOSURE On August 13, 2002, pursuant to SEC Order No. 4-460 dated June 27, 2002 (the "Order"), the Chief Executive Officer and Chief Financial Officer of Group 1 Automotive, Inc. filed written statements, under oath, in the form of Exhibit A to the Order with the Securities and Exchange Commission. The statements, copies of which are filed as Exhibits 99.1 and 99.2, are incorporated herein by reference. 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 13, 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 Written statement under oath of B. B. Hollingsworth, Jr., Chief Executive Officer of Group 1 Automotive, Inc., dated August 13, 2002. 99.2 Written statement under oath of Scott L. Thompson, Chief Financial Officer of Group 1 Automotive, Inc., dated August 13, 2002.
EX-99.1 3 h99173exv99w1.txt STMT UNDER OATH OF B.B. HOLLINGWORTH, JR., CEO EXHIBIT 99.1 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, B.B. Hollingsworth, Jr., state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Group 1 Automotive, Inc., and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the audit committee of Group 1 Automotive, Inc. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o The Annual Report on Form 10-K for the fiscal period ended December 31, 2001 of Group 1 Automotive, Inc., filed with the Commission on March 20, 2002; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Group 1 Automotive, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ B. B. Hollingsworth, Jr. Subscribed and sworn to ----------------------------------- before me this 13th day of B.B. Hollingsworth, Jr. August 2002. August 13, 2002 /s/ Donna M. Baker -------------------------- Notary Public My Commission Expires: 11-08-2005 -------------- Seal [Notary Public, State of Texas Donna M. Baker Notary Public, State of Texas My Commission Expires 11-08-2005] EX-99.2 4 h99173exv99w2.txt STMT UNDER OATH OF SCOTT L. THOMPSON, CFO EXHIBIT 99.2 STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Scott L. Thompson, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Group 1 Automotive, Inc., and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the audit committee of Group 1 Automotive, Inc. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o The Annual Report on Form 10-K for the fiscal period ended December 31, 2001 of Group 1 Automotive, Inc., filed with the Commission on March 20, 2002; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Group 1 Automotive, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Scott L. Thompson Subscribed and sworn to - ------------------------------ before me this 13th day of Scott L. Thompson. August 2002. August 13, 2002 /s/ Kim Paper --------------------------- Notary Public My Commission Expires: 1-31-04 ------------ Seal [Notary Public, State of Texas Kim Paper Notary Public, State of Texas My Commission Expires January 31, 2004] -----END PRIVACY-ENHANCED MESSAGE-----