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): January 14, 2009

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.)
800 Gessner, Suite 500, 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 2.02 Results of Operations and Financial Condition.

On January 14, 2009, Group 1 Automotive, Inc. (the "Company"), issued a press release pertaining to certain cost cutting measures implemented by the Company as a result of the present economic environment. A copy of the press release is attached as Exhibit 99.1, the contents of which (other than the portion of the press release entitled "Fourth-Quarter Earnings Conference Call") are incorporated in this Item 2.02 by reference.

As provided in General Instruction B.2. of Form 8-K, the information in this Item 2.02 (including the press release attached as Exhibit 99.1 incorporated by reference in this Item 2.02) shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective February 1, 2009, the Company's named executive officers, Messrs. Hesterberg, Rickel, Burman and O'Hara, have voluntarily agreed to reduce their current salaries by 10%, until further notice.

Additionally, the Company's Board of Directors has voluntarily agreed to reduce the cash component of their compensation (including annual retainers, committee chair fees and meeting fees) by 10%, effective February 1, 2009.

Item 7.01 Regulation FD Disclosure.

The Company also announced its plans to conduct a conference call following the release of financial results for the fourth quarter ended December 31, 2008. A copy of the press release is attached hereto as Exhibit 99.1, the portion of which entitled "Fourth-Quarter Earnings Conference Call" is incorporated in this Item 7.01 by reference.

As provided in General Instructions B.2. of Form 8-K, the information in such portion of the press release attached as Exhibit 99.1 incorporated by reference in this Item 7.01 shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

99.1 Press Release of Group 1 Automotive, Inc., dated as of January 14, 2009.

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.
January 14, 2009	By:	Darryl M. Burman
		Name: Darryl M. Burman
		Title: Vice President

Exhibit Index

Exhibit No.	Description
99.1	Press release of Group 1 Automotive, Inc., dated as of January 14, 2009.

EX-99.1

NEWS RELEASE		800 Gessner • Suite 500 • Houston, TX 77024
AT GROUP 1:	President and CEO		Earl J. Hesterberg	(713) 647-5700
	Senior Vice President and CFO		John C. Rickel	(713) 647-5700
	Manager, Investor Relations		Kim Paper Canning	(713) 647-5700
AT Fleishman-Hillard:	Investors		John Roper	(713) 513-9505
AT Pierpont Communications:	Media		Clint L. Woods	(713) 627-2223

FOR IMMEDIATE RELEASE
WEDNESDAY, JAN. 14, 2009

GROUP 1 AUTOMOTIVE ANNOUNCES ADDITIONAL COST REDUCTIONS

Annualized Savings Expanded To $100 Million; Earnings Release Date Announced

HOUSTON, Jan. 14, 2009 — Group 1 Automotive, Inc. (NYSE: GPI), a Fortune 500 automotive retailer, today reported that in response to the increasingly challenging automotive retailing environment, the company is implementing additional significant cost reduction actions including a reduction in pay for its top executives and board of directors.

Group 1 announced today that its executive team, regional vice presidents and board of directors have voluntarily agreed to take a 10 percent reduction in pay until economic conditions improve. In addition, a 5 percent compensation reduction will be implemented for all other corporate staff. These moves are part of a broader cost reduction initiative that Group 1 is implementing in response to the present economic environment.

“Ongoing economic uncertainty combined with an overall decline in industry sales of nearly 35 percent in the fourth quarter of 2008 requires that we take these difficult but necessary steps to closely manage Group 1’s expenses in the coming year,” said Earl J. Hesterberg, Group 1’s president and chief executive officer. “We will continue to work with our field staff and manufacturer partners to streamline our operating costs while rightsizing our operations to align with the current industry sales level.”

In total, Group 1 is targeting $100 million of selling, general and administrative (SG&A) cost reductions in 2009 as compared with the prior year. This represents a significant acceleration in cost cuts from a $35 million target that was previously announced in October. Most of those actions have been implemented with the additional savings resulting from a combination of personnel reductions, lower compensation expense and a reduction in advertising expense. Group 1 anticipates having the additional cuts in place by March 31. In addition to the $100 million SG&A expense reduction, a decrease in interest expense also is planned, as further new vehicle order reductions will be made to bring inventory levels in line with recent, significant industry sales declines. More details on these reductions will be provided as part of Group 1’s 2008 fourth-quarter earnings release on Feb. 19.

Fourth-Quarter Earnings Conference Call
Group 1 will release on Thursday, Feb. 19, before markets open, financial results for the fourth quarter ended Dec. 31. Earl J. Hesterberg, Group 1’s president and chief executive officer, and the company’s senior management team will host a conference call to discuss the results later that morning at 10 a.m. EST.

The conference call will be simulcast live on the Internet at www.group1auto.com through the Investor Relations section. A replay will be available for 30 days.

The conference call will also be available live by dialing in 10 minutes prior to the start of the call at:

Domestic: 877-741-4253
International: 719-325-4774
Confirmation code: 3404008

A telephonic replay will be available following the call through March 5 by dialing:

Domestic: 888-203-1112
International: 719-457-0820
Confirmation code: 3404008

About Group 1 Automotive Inc.
Group 1 owns and operates 100 automotive dealerships, 133 franchises, and 25 collision service centers in the United States and the United Kingdom that offer 31 brands of automobiles. 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.

This press release contains “forward-looking statements,” which are statements related to future, not past, events. In this context, the forward-looking statements often include statements regarding our goals, plans, projections and guidance regarding our financial position, results of operations, market position, pending and potential future acquisitions and business strategy, and often contain words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “seeks” or “will.” Any such forward-looking statements are not assurances of future performance and involve risks and uncertainties that may cause results to differ materially from those set forth in the statements. These risks and uncertainties include, among other things, (a) general economic and business conditions, (b) the level of manufacturer incentives, (c) the future regulatory environment, (d) our ability to obtain an inventory of desirable new and used vehicles, (e) our relationship with our automobile manufacturers and the willingness of manufacturers to approve future acquisitions, (f) our cost of financing and the availability of credit for consumers, (g) our ability to complete acquisitions and dispositions and the risks associated therewith, (h) foreign exchange controls and currency fluctuations, and (i) our ability to retain key personnel. These factors, as well as additional factors that could affect our forward-looking statements, are described in our Form 10-K under the headings “Business—Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” We urge you to carefully consider this information. We undertake no duty to update our forward-looking statements, including our earnings outlook.