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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): December 17, 1997
GROUP 1 AUTOMOTIVE, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 1-13461 76-0506313
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
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950 ECHO LANE, SUITE 350
HOUSTON, TEXAS 77024
(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code: (713) 467-6268
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ITEM 5. OTHER EVENTS
On December 18, 1997, Group 1 Automotive, Inc., a Delaware corporation
(the "Company"), announced the execution of definitive agreements to acquire
four automotive dealership groups (the "Acquisitions"). These Acquisitions
include the Carroll Automotive Group with three Ford dealerships located in
Fort Lauderdale, Fla., Miami and Atlanta; the Maxwell Automotive Group, with
one Chrysler, Plymouth dealership and one Chrysler, Plymouth and Subaru
dealership in Austin, Texas, and one Chrysler, Plymouth, Jeep, Eagle and Dodge
dealership in Taylor, Texas, located near Austin; Elgin Ford, also located near
Austin; and an automall in Beaumont, Texas, that houses Mercedes-Benz, Dodge,
Nissan, Volvo and Buick franchises.
The consideration for the four separate transactions is approximately
$36 million cash and 2,190,000 shares of Group 1 common stock. Upon completion
of the acquisitions, expected during the first quarter of 1998, Group 1 will
own 48 dealership franchises and nine collision service centers located in
Texas, Oklahoma, Florida and Georgia. The acquisitions are subject to
customary closing conditions, including approval of various manufacturers and
the completion of due diligence.
On December 18, 1997, the Company issued a press release relating to
the Acquisitions. A copy of the press release is attached hereto as Exhibit
99.1 and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description of Exhibit
99.1 Press Release of Group 1 Automotive, Inc. dated December 18,
1997 reporting on the Acquisitions.
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SIGNATURE
Pursuant to the requirements of Section 12 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.
Dated: December 24, 1997
GROUP 1 AUTOMOTIVE, INC.
By: /s/ SCOTT L. THOMPSON
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Name: Scott L. Thompson
Title: Senior Vice President --
Chief Financial Officer and
Treasurer
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EXHIBIT INDEX
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EXHIBIT NUMBER DESCRIPTION
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99.1 Press Release of Group 1 Automotive, Inc. dated December 18, 1997 reporting
on the Acquisitions.
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EXHIBIT 99.1
GROUP 1 AUTOMOTIVE TO ACQUIRE FOUR DEALERSHIP GROUPS
WILL ENTER TWO NEW MARKETS AND BOOST ANNUALIZED REVENUES TO $1.3 BILLION
HOUSTON, Dec. 18/PRNewswire/ --Group 1 Automotive, Inc. (NYSE:GPI -
news) announced today that it has signed definitive agreements to acquire four
automotive dealership groups with aggregate 1996 revenues of over $470 million
and retail unit sales of 19,000 cars and trucks. These acquisitions include 19
dealership franchises in five markets and, upon completion, will bring Group
1's annualized revenue run rate to approximately $1.3 billion, representing
57,000 retail car and truck sales.
These Acquisitions include the Carroll Automotive Group with three
Ford dealerships located in Fort Lauderdale, Fla., Miami and Atlanta; the
Maxwell Automotive Group, with one Chrysler, Plymouth dealership and one
Chrysler, Plymouth and Subaru dealership in Austin, Texas, and one Chrysler,
Plymouth, Jeep, Eagle and Dodge dealership in Taylor, Texas, located near
Austin; Elgin Ford, also located near Austin; and an automall in Beaumont,
Texas, that houses Mercedes- Benz, Dodge, Nissan, Volvo and Buick franchises.
The consideration for the four separate transactions is approximately
$36 million cash and 2,190,000 shares of Group 1 common stock. Upon completion
of the acquisitions, expected during the first quarter of 1998, Group 1 will
own 48 dealership franchises and nine collision service centers located in
Texas, Oklahoma, Florida and Georgia. The acquisitions are subject to
customary closing conditions, including approval of various manufacturers and
the completion of due diligence.
Fort Lauderdale-based Carroll Automotive Group is among the Top 100
dealer groups in terms of revenues in the United States, according to
Automotive News. Jim Carroll, chairman, and his management team will execute
long-term employment contracts and retain their current duties. Carroll has 30
years of experience in automotive retailing. "We looked at many if not all of
the alternatives available for the future of our company," Carroll said. "We
felt that our merger with Group 1 was the best decision for the owners, our
families, our employees and our customers. Group 1's premier dealer groups
coupled with a management team with proven consolidation and financial
expertise make them the 'dealers' choice' for us."
Austin-based Maxwell Automotive Group will strengthen Group 1's
current market position and provide important brand diversity. Nyle Maxwell,
president, and his management team will execute long-term employment contracts
and continue in their current positions. Maxwell has 15 years of experience in
automotive retailing. "The Group 1 association allows me to continue to expand
in the Austin market by utilizing Group 1's expertise and access to the public
capital markets," said Maxwell. "It is the best of all worlds for us because
it lets me continue to provide growth opportunities for our employees while
allowing me to focus my efforts on what I do best -- running competitive,
customer-oriented dealerships."
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The Elgin Ford dealership and the automall in Beaumont will augment the
company's current operations and will be run by existing local management.
B. B. Hollingsworth Jr., Group 1's chairman, president and chief
executive officer, said, "We are very excited about these acquisitions, our
first since completing our initial public offering in October 1997. With these
acquisitions we improve our brand diversity, gain geographic diversity,
establish platforms in three new, fast-growing markets -- Atlanta, Fort
Lauderdale and Miami -- and enhance our market position in the Austin and
Beaumont markets.
"Our new partners from the Maxwell and Carroll Groups complement and
strengthen our management team and will provide tremendous insight into their
local markets," Hollingsworth continued. "We are also pleased to have Nyle,
Jim and their associates as significant new shareholders of Group 1."
Hollingsworth noted that the Ford dealership near Austin and the
Beaumont group of franchises represent Group 1's first "tuck-in" acquisitions
- -- smaller dealerships that offer brand diversity, enhanced economies of scale
and a greater breadth of products and services in existing markets. "These two
tuck-in acquisitions meet our criteria since they will allow us to realize
further economies of scale and deliver additional operating leverage,"
Hollingsworth stated.
Group 1 was founded to become a leading operator and consolidator in
the highly fragmented automotive retailing industry and completed its initial
public offering in October 1997. Following the completion of the pending
acquisitions, Group 1 will own 48 dealership franchises comprised of 24
different brands, and nine collision service centers located in Texas,
Oklahoma, Florida and Georgia. Through these dealerships, the company sells
new and used cars and light trucks, provides maintenance and repair services,
sells replacement parts and provides related financing, insurance and service
contracts.
This press release contains certain forward-looking statements within
the meaning of the Securities Act of 1933 and the Securities Exchange Act of
1934, which involve known and unknown risks, uncertainties or other factors not
under the company's control which may cause the actual results, performance or
achievement of the company to be materially different from the results,
performance or other expectations implied by these forward-looking statements.
Some of these risks and factors include, but are not limited to, those
disclosed in the company's October 29, 1997 Prospectus filed with the
Securities and Exchange Commission.
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