-----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, WlB09MJpodv79tYKNbKwB1uyZD3NIHQ7oXM8V6sAn7t/DMkn43MzB6FBwApsOFcw m76vITmiLkiIHU/8l+HbXQ== 0000950129-02-005743.txt : 20021115 0000950129-02-005743.hdr.sgml : 20021115 20021115092308 ACCESSION NUMBER: 0000950129-02-005743 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20021114 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: FILED AS OF DATE: 20021115 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: 02828440 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 h01392e8vk.txt GROUP 1 AUTOMOTIVE, INC. - DATED 11/14/2002 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): NOVEMBER 14, 2002 GROUP 1 AUTOMOTIVE, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-13461 76-0506313 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 950 ECHO LANE, SUITE 100 HOUSTON, TEXAS 77024 (Address of principal executive offices) (Zip code) Registrant's telephone number, including area code: (713) 647-5700 ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press Release of Group 1 Automotive, Inc. dated as of November 14, 2002, announcing the authorization of an increase of its stock repurchase program. ITEM 9. REGULATION FD DISCLOSURE On November 14, 2002, the Company issued a press release announcing authorization by the Board of Directors to increase the Company's common stock repurchase up to $42.7 million. 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 99.1 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. November 14, 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 November 14, 2002, announcing the authorization of an increase of its stock repurchase program.
EX-99.1 3 h01392exv99w1.txt PRESS RELEASE DATED 11/14/2002 EXHIBIT 99.1 NEW RELEASE GROUP 1 AUTOMOTIVE INC 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 Fleishman-Hillard: Investor Relations/Media Russell A. Johnson (713) 513-9515
FOR IMMEDIATE RELEASE THURSDAY, NOVEMBER 14, 2002 GROUP 1 AUTOMOTIVE AUTHORIZES ADDITIONAL SHARE REPURCHASE HOUSTON, NOVEMBER 14, 2002--GROUP 1 AUTOMOTIVE, INC. (NYSE: GPI), a Fortune 500 specialty retailer, announced today that its Board of Directors has increased the Company's authorization to repurchase its common stock to $42.7 million. The Company has purchased 724,000 shares since the current stock repurchase program began on Aug. 8, 2002, leaving $25 million available for future share repurchases. 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 Sept. 30, 2002 were 22.7 million. "We believe that the current valuation of the Company's common stock continues to represent an opportunity to enhance shareholder value through stock repurchases," said B.B. Hollingsworth Jr., Group 1's chairman, president and chief executive officer. "Group 1 will remain prudent in its capital management, taking advantage of opportunities as they present themselves." 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 73 automotive dealerships comprised of 110 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. ###
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