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Commission File No.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
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GROUP 1 AUTOMOTIVE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0506313
(State of incorporation or organization) (I.R.S. Employer
Identification No.)
950 ECHO LANE, SUITE 350
HOUSTON, TEXAS 77024
(Address of principal executive offices) (Zip Code)
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Securities to be registered
pursuant to Section 12(b) of the Act:
Common Stock, par value $.01 per share
Rights to Purchase Junior Participating Preferred Stock, par value $.01 per
share
(Title of Class)
If this Form relates to the registration of a class of debt securities and is
effective upon filing pursuant to General Instructions A.(c)(1), please check
the following box. [ ]
If this Form relates to the registration of a class of debt securities and is
to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A.(c)(2), please check the following box. [ ]
Securities to be registered
pursuant to Section 12(g) of the Act:
None
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
The class of securities to be registered hereby is the Common Stock,
par value $.01 per share (the "Common Stock") of Group 1 Automotive, Inc., a
Delaware corporation (the "Company") and Rights to Purchase Junior
Participating Preferred Stock, par value $.01 per share (the "Rights")
For a description of the Common Stock and the Rights, see the
information set forth under the caption "Description of Capital Stock" in the
Prospectus contained in the Registration Statement on Form S-1 (Registration
No. 333-29893, as amended, initially filed by the Company on June 24, 1997,
which is incorporated herein by reference. Such description is set forth in
Exhibit 4 to this Registration Statement.
ITEM 2. EXHIBITS.
Unless otherwise indicated, the following exhibits have been filed
with the New York Stock Exchange only:
1. Restated Certificate of Incorporation of the Company
2. Bylaws of the Company
3. Form of Common Stock Certificate
4. Copy of the information set forth under the caption
"Description of Capital Stock" in the Prospectus that is
included in the Company's Registration Statement on Form S-1,
as amended (Registration No. 333-29893).
5. Rights Agreement, dated as of October 3, 1997, between the
Company, ChaseMellon Shareholder Services, L.L.C., as Rights
Agent, specifying their terms of the Rights, which includes
the form of Certificate of Designation of Junior Participating
Preferred Stock as Exhibit A, the form of Right Certificate as
Exhibit B and the form of the Summary of Rights to Purchase
Preferred Shares. as Exhibit C.
6. Form of Certificate of Designation of Junior Participating
Preferred Stock (included as Exhibit A to the Rights Agreement
filed as Exhibit 5 hereto) setting forth the terms of the
Junior Participating Preferred Stock, par value $.01 per
share.
7. Form or Right Certificate (included as Exhibit B to the Rights
Agreement filed as Exhibit 5 hereto). Pursuant to the Rights
Agreement, printed Right Certificates will not be delivered
until as soon as practicable after the Distribution Date.
8. Form of Summary of Rights to Purchase Preferred Shares
(included as Exhibit C to the Rights Agreement filed as
Exhibit 5 hereto) which, together with certificates
representing the outstanding Common Stock of the Company,
shall represent the Rights prior to the Distribution Date.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities and
Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly
authorized.
GROUP 1 AUTOMOTIVE, INC.
By /s/ B.B. HOLLINGSWORTH, JR.
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Name: B.B. Hollingsworth, Jr.
Title: Chairman, President and Chief
Executive Officer
Date: October 7, 1997
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