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): October 13, 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 October 13, 2009, Group 1 Automotive, Inc., a Delaware corporation, issued a press release reporting preliminary financial results for the third quarter and three months ended September 30, 2009. A copy of the press release is attached hereto as Exhibit 99.1.

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 7.01 Regulation FD Disclosure.

On October 13, 2009, Group 1 also announced its plans to conduct a conference call following the release of financial results for the third quarter and three months ended September 30, 2009. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 7.01 by reference.

As provided in General Instruction B.2. of Form 8-K, the information in the press release attached as Exhibit 99.1 and 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 October 13, 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.
October 15, 2009	By:	John C. Rickel
		Name: John C. Rickel
		Title: Senior Vice President & CFO

Exhibit Index

Exhibit No.	Description
99.1	Press release of Group 1 Automotive, Inc., dated as of October 13, 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
TUESDAY, OCT. 13, 2009

GROUP 1 AUTOMOTIVE REPORTS PRELIMINARY THIRD-QUARTER RESULTS

Third-Quarter Earnings Release Scheduled

HOUSTON, Oct. 13, 2009 — Group 1 Automotive, Inc. (NYSE: GPI), a Fortune 500 automotive retailer, today reported that based on preliminary results, it expects 2009 third-quarter diluted earnings per share within a range of $0.68 to $0.72. This range excludes a one-time tax adjustment that is estimated to add approximately $0.07 per diluted share, gains on debt redemption of approximately $0.02 per diluted share and non-cash impairment charges primarily related to real estate holdings of approximately $0.02 per diluted share. Group 1 also announced conference call and webcast details for its third-quarter earnings release scheduled for Oct. 27.

“We remain on target with our cost-savings initiatives designed to save at least $120 million in 2009,” said Earl J. Hesterberg, Group 1’s president and chief executive officer. “These cost savings, combined with the hard work of our employees and substantial incremental new vehicle sales under the government’s “CARS” program, produced very strong quarterly results.”

Group 1 is reviewing the impact of the quarter’s results on its forecast and will address full-year guidance when the company announces its third-quarter earnings results on Oct. 27.

Third-Quarter Earnings Conference Call
Group 1 announced that it will release financial results for the third quarter ended Sept. 30, 2009, on Tuesday, Oct. 27, before market open. 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. ET.

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: 877.795.3648
International: 719.325.4752
Participant Passcode: 8845933

A telephonic replay will be available following the call through Nov. 3 by dialing:

Domestic: 888.203.1112
International: 419.457.0820

Replay Passcode: 8845933

About Group 1 Automotive, Inc.
Group 1 owns and operates 98 automotive dealerships, 132 franchises, and 24 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.