-----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, Nwy/6OzXTzF7elHDsMtvP4p9XZ1kOKENg1lzyNyK1NJH0Bq0rY7w4OHxans+pUAZ glmUTDQZYujlWqwcf/vxsw== 0001299933-06-003774.txt : 20060526 0001299933-06-003774.hdr.sgml : 20060526 20060526095021 ACCESSION NUMBER: 0001299933-06-003774 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20060525 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060526 DATE AS OF CHANGE: 20060526 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: 06868887 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 htm_12783.htm LIVE FILING Group 1 Automotive, Inc. (Form: 8-K)  

 

UNITED STATES
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):   May 25, 2006

Group 1 Automotive, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

     
Delaware 1-13461 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

Not Applicable
______________________________________________
Former name or former address, if changed since last report

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On May 25, 2006, Group 1 Automotive, Inc., a Delaware corporation, announced that at its annual stockholders meeting held today, two directors were re-elected to serve another three-year term. The Company also announced the appointment of Kim Craig as treasurer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.





Item 8.01 Other Events.

On May 25, 2006, Group 1 Automotive, Inc. also announced that is board of directors declared a cash dividend of $0.14 per share for the first quarter of 2006. The dividend will be paid on June 15, 2006, to stockholders of record on June 5, 2006. A copy of the press release is attached hereto as Exhibit 99.2.





Item 9.01 Financial Statements and Exhibits.

99.1 Press Release of Group 1 Automotive, Inc., dated as of May 25, 2006.

99.2 Press Release of Group 1 Automotive, Inc., dated as of May 25, 2006.





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 hereunto duly authorized.

         
    Group 1 Automotive, Inc.
          
May 26, 2006   By:   John C. Rickel
       
        Name: John C. Rickel
        Title: Senior Vice President and Chief Financial Officer

Exhibit Index


     
Exhibit No.   Description
 
99.1
  Press Release of Group 1 Automotive, Inc., dated as of May 25, 2006.
99.2
  Press Release of Group 1 Automotive, Inc., dated as of May 25, 2006.
EX-99.1 2 exhibit1.htm EX-99.1 EX-99.1

NEWS RELEASE 950 Echo Lane, Suite 100 Houston, TX 77024

             
AT GROUP 1:
  President and CEO   Earl J. Hesterberg   (713) 647-5700
 
            
 
   Chief Financial Officer   John C. Rickel   (713) 647-5700
 
            
 
   Manager, Investor Relations   Kim Paper Canning   (713) 647-5700
 
            
AT Fleishman-Hillard:
  Investors/Media   Russell A. Johnson   (713) 513-9515
 
           

FOR IMMEDIATE RELEASE
THURSDAY, MAY 25, 2006

GROUP 1 AUTOMOTIVE STOCKHOLDERS ELECT HESTERBERG AND HOWARD TO ADDITIONAL THREE-YEAR TERMS AS
DIRECTORS

Treasurer Appointed

HOUSTON, May 25, 2006 — Group 1 Automotive, Inc. (NYSE: GPI), a Fortune 500 automotive retailer, announced that stockholders elected directors Earl J. Hesterberg and Robert E. Howard II to additional three-year terms at the company’s annual meeting held today.

Hesterberg, 52, Group 1’s president and chief executive officer, has served as director since April 2005. Prior to joining Group 1, Hesterberg served as group vice president, North America marketing, sales and service for Ford Motor Company since October 2004. From July 1999 to September 2004, he served as vice president, marketing, sales and service for Ford of Europe. He also served as president and chief executive officer of Gulf States Toyota, and held various senior sales, marketing, general management, and parts and service positions with Nissan Motor Corporation in U.S.A. and Nissan Europe.

Howard, 59, a co-founder of Group 1, has served as director since April 1997 and was president of the Bob Howard Auto Group from November 1997 through November 2002. Howard has nearly 40 years of experience in the automotive retailing industry and serves as a commissioner of the Oklahoma Motor Vehicle Commission.

“We are pleased that the board will have the involvement and participation of these two very knowledgeable and experienced gentlemen,” said John L. Adams, Group 1’s chairman.

Additionally, stockholders approved an amendment to Group 1’s 1998 Employee Stock Purchase Plan, increasing the number of shares available for issuance from 2,000,000 to 2,500,000 and extending the duration of the plan to March 6, 2016. They also ratified the appointment by the audit committee of Ernst & Young LLP as independent auditors of Group 1 for the year ended Dec. 31, 2006.

Treasurer Appointed
Group 1 also announced the appointment of Kim Craig, 40, as treasurer effective June 5. Craig has extensive experience in treasury, strategic planning, financial analysis and business communications. Prior to joining Group 1, she worked at BMC Software Corporation, Duke Energy Corporation and ConocoPhillips. Craig will report to John C. Rickel, senior vice president and chief financial officer.

About Group 1 Automotive, Inc.
Group 1 owns 95 automotive dealerships comprised of 138 franchises, 32 brands and 30 collision service centers in California, Colorado, Florida, Georgia, Louisiana, Massachusetts, New Hampshire, New Jersey, New Mexico, New York, Oklahoma and Texas. Through its dealerships, 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 3 exhibit2.htm EX-99.2 EX-99.2

NEWS RELEASE 950 Echo Lane, Suite 100 Houston, TX 77024

             
AT GROUP 1:
  President and CEO   Earl J. Hesterberg   (713) 647-5700
 
            
 
   Chief Financial Officer   John C. Rickel   (713) 647-5700
 
            
 
   Manager, Investor Relations   Kim Paper Canning   (713) 647-5700
 
            
AT Fleishman-Hillard:
  Investors/Media   Russell A. Johnson   (713) 513-9515
 
           

FOR IMMEDIATE RELEASE
THURSDAY, MAY 25, 2006

GROUP 1 AUTOMOTIVE ANNOUNCES A 7.7 PERCENT DIVIDEND INCREASE

HOUSTON, May 25, 2006 — Group 1 Automotive, Inc. (NYSE: GPI), a Fortune 500 automotive retailer, today announced that its board of directors declared a cash dividend of $0.14 per share for the first quarter of 2006. The dividend will be paid on June 15, 2006, to stockholders of record on June 5, 2006. The first-quarter dividend reflects a 7.7 percent, or $0.01, increase from the fourth-quarter dividend.

“We are pleased to be able to share our improving performance with our shareholders,” said Earl J. Hesterberg, Group 1’s president and chief executive officer. “We continue to look for ways to reward our shareholders, and this dividend increase is the latest example.”

About Group 1 Automotive, Inc.
Group 1 owns 95 automotive dealerships comprised of 138 franchises, 32 brands and 30 collision service centers in California, Colorado, Florida, Georgia, Louisiana, Massachusetts, New Hampshire, New Jersey, New Mexico, New York, Oklahoma and Texas. Through its dealerships, 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.

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