<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Group 1 Automotive, Inc.
- -------------------------------------------------------------------------------
(Name of the Issuer)
Common Stock, par value $.01 per share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
398905109
- -------------------------------------------------------------------------------
(CUSIP Number)
B.B. Hollingsworth, Jr.
950 Echo Lane, Suite 350
Houston, Texas 77024
(713) 467-6268
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 3, 1997
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1 (b)(3) or (4), check the following box [ ].
Page 1 of 7 Pages
Exhibit Index on Page 7
<PAGE> 2
CUSIP No. 398905109 13D Page 2 of 7 Pages
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sterling B. McCall, Jr.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
OO
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,461,031
-----------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,461,031
-----------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,461,031
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.0%
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14 TYPE OF REPORTING PERSON
IN
- --------------------------------------------------------------------------------
<PAGE> 3
CUSIP No. 398905109 13D Page 3 of 7 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $.01 per share
(the "Common Stock") of Group 1 Automotive, Inc., a Delaware corporation (the
"Issuer"). The address of the principal executive offices of the Issuer is 950
Echo Lane, Suite 350, Houston, Texas 77024.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is filed by Sterling B. McCall, Jr., who is a natural
person and a citizen of the United States of America. Mr. McCall is employed
by the Issuer, serving as President of McCall Group and has a business address
of 950 Echo Lane, Suite 350, Houston, Texas 77024.
During the past five years, Mr. McCall has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
Mr. McCall is not currently, and during the last five years has not been, party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction, resulting in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding any violations with respect to such law.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. McCall acquired beneficial ownership of the shares of Common Stock
reported on this Schedule 13D in connection with the acquisition by the Issuer
of all of the issued and outstanding capital stock of Southwest Toyota, Inc.
and SMC Luxury Cars, Inc. in exchange for shares of Common Stock of the Issuer.
The Issuer acquired Southwest Toyota, Inc. pursuant to a Stock Purchase
Agreement among the Issuer, Southwest Toyota, Inc. and the stockholders of
Southwest Toyota, Inc. dated as of June 14, 1997 and acquired SMC Luxury Cars,
Inc. pursuant to a Stock Purchase Agreement among the Issuer, SMC Luxury Cars,
Inc. and the stockholders of SMC Luxury Cars, Inc. dated as of June 14, 1997
(such acquisitions shall be collectively referred to herein as the
"Acquisitions" and such Stock Purchase Agreements will be collectively
referred to herein as the "Stock Purchase Agreements"). Mr. McCall and the
McCall Entities (as defined below) collectively owned approximately 50% of
Southwest Toyota, Inc. and 100% of SMC Luxury Cars, Inc. prior to the
Acquisitions. The Acquisitions were consummated on November 3, 1997.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. McCall acquired his shares of Common Stock for investment
purposes in connection with the consolidation of 16 separate companies that own
and operate automobile dealerships and related services (the "Consolidation").
Mr. McCall intends to review his investment in the Issuer on a continuing
basis and, depending upon the price of the Common Stock, subsequent
developments affecting the Issuer, the Issuer's business and prospects, general
stock market and economic conditions, tax considerations and other factors
deemed relevant, may decide to increase or decrease his current investment in
the Common Stock of the Issuer.
Except as set forth in this Item 4, Mr. McCall does not have any plans
or proposals that relate to or would result in any of the actions specified in
clauses (a) through (j) of Item 4 to Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
There were 9,524,915 shares of Common Stock issued and outstanding as
of November 3, 1997, the date of the consummation of the Acquisitions. There
were 14,673,051 shares of Common Stock outstanding as of November 4, 1997, the
date of the consummation of the Issuer's initial public offering of its Common
Stock. Mr. McCall is deemed to be the beneficial owner of 1,461,031 shares of
Common Stock, which constitute approximately 10.0% of the total issued and
outstanding shares of Common Stock at November 4, 1997.
Mr. McCall has the sole power to vote or direct the vote and the sole
power to dispose or to direct the disposition of all shares of Common Stock
that he beneficially owns. Of the 1,461,031 shares of Common Stock
beneficially owned by Mr. McCall (i) Mr. McCall directly owns 436,637 shares of
Common Stock; (ii) Marianne O. McCall, Mr. McCall's
<PAGE> 4
CUSIP No. 398905109 13D Page 4 of 7 Pages
spouse, owns 30,629; (iii) SMC Investments, Inc. owns 637,475 shares of Common
Stock; (iv) Gulf Coast Family Limited Partnership owns 250,248 shares of Common
Stock and (v) SBM-T Family Limited Partnership owns 106,041 shares of Common
Stock. Marianne O. McCall, SMC Investments, Inc., Gulf Coast Family Limited
Partnership and SBM-T Family Limited Partnership shall be collectively referred
to herein as the "McCall Entities." Mr. McCall indirectly controls each of SMC
Investments, Inc., Gulf Coast Family Limited Partnership and SBM-T Family
Limited Partnership.
Other than the 1,461,031 shares of Common Stock reported on this
Schedule 13D which Mr. McCall and the McCall Entities acquired on November 3,
1997 pursuant to the Stock Purchase Agreements, Mr. McCall and the McCall
Entities have not acquired any shares of Common Stock within the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Pursuant to the Stock Purchase Agreements, Mr. McCall and the McCall
Entities have agreed with the Issuer not to sell the shares of Common Stock
that they received in the Acquisitions for a period of two years after the date
of consummation of the Acquisitions. This restriction relates to all of the
1,461,031 shares of Common Stock beneficially owned by Mr. McCall. The Stock
Purchase Agreements are incorporated herein by reference to Exhibits 1 and 2.
Pursuant to an agreement (the "American Honda Agreement") among
American Honda Motor Co., Inc.. ("American Honda"), the Issuer and certain
stockholders of the Issuer dated October 21, 1997, Mr. McCall and the McCall
Entities have agreed not to sell, transfer or otherwise dispose of shares of
Common Stock that they received in the Acquisitions, or the voting rights
associated therewith, without the prior written consent of American Honda. The
American Honda Agreement is incorporated by reference to Exhibit 3.
Mr. McCall and the McCall Entities each entered into lock-up
agreements (the "Lock-up Agreements") with the underwriters of the initial
public offering of the Issuer in which they agreed not to sell or otherwise
dispose of any shares of Common Stock for a period of 180 days after October
29, 1997 without the prior written consent of the underwriters. The Lock-up
Agreements are incorporated by reference to Exhibits 4, 5, 6, 7 and 8.
Mr. McCall and the McCall Entities may receive a portion of 592,303
shares of Common Stock currently held in escrow pending General Motors'
approval of the Issuer's acquisition of an automobile dealership in Tulsa,
Oklahoma. If such acquisition is not consummated with General Motors' approval
by November 4, 1999, the shares currently held in escrow will be distributed
pro rata to each person who received Common Stock in connection with the
Consolidation. If the shares currently held in escrow are distributed pro
rata, Mr. McCall and the McCall entities collectively will receive
approximately 96,878 shares of Common Stock.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
1. Stock Purchase Agreement among Group 1 Automotive, Inc., Southwest
Toyota, Inc. and the stockholders of Southwest Toyota, Inc. dated
June 14, 1997 (incorporated by reference to Exhibit 2.6 to the
Issuer's Registration Statement on Form S-1 filed June 24, 1997
(Registration No. 333-29893)).
2. Stock Purchase Agreement among Group 1 Automotive, Inc., SMC
Luxury Cars, Inc. and the stockholders of SMC Luxury Cars, Inc.
dated June 14, 1997 (incorporated by reference to Exhibit 2.7 to
the Issuer's Registration Statement on Form S-1 filed June 24, 1997
(Registration No. 333-29893)).
3. Agreement between American Honda Motor Co., Inc. and the
Dealership Parties dated as of October 21, 1997 (incorporated by
reference to Exhibit 10.04 to Amendment No. 4 to the Issuer's
Registration Statement on Form S-1 filed October 24, 1997
(Registration No. 333-29893)).
4. Lock-up Agreement among Sterling B. McCall, Jr. and the
Underwriters of the Issuer's initial public offering.
5. Lock-up Agreement among Gulf Coast Family Limited Partnership and
the Underwriters of the Issuer's initial public offering.
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CUSIP No. 398905109 13D Page 5 of 7 Pages
6. Lock-up Agreement among SBM-T Family Limited Partnership and the
Underwriters of the Issuer's initial public offering.
7. Lock-up Agreement among SMC Investment, Inc. and the Underwriters
of the Issuer's initial public offering.
8. Lock-up Agreement among Marianne O. McCall and the Underwriters of
the Issuer's initial public offering.
<PAGE> 6
CUSIP No. 398905109 13D Page 6 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
November 13, 1997 By: /s/ Sterling B. McCall, Jr.
---------------------------- ---------------------------------
Date Name: Sterling B. McCall, Jr.
The original statement shall be signed by each person on whose behalf
the statement is filed or his authorized representative. If the statement is
signed on behalf of a person by his authorized representative (other than an
executive officer or general partner of this filing person), evidence of the
representative's authority to sign on behalf of such person shall be filed with
the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference.
The name and any title of each person who signs the statement shall be typed or
printed beneath his signature.
ATTENTION: Intentional misstatements or omissions of fact
constitute Federal criminal violations
(SEE 18 U.S.C. 1001)
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CUSIP No. 398905109 13D Page 7 of 7 Pages
<PAGE> 8
EXHIBIT INDEX
Exhibit
1. Stock Purchase Agreement among Group 1 Automotive, Inc., Southwest
Toyota, Inc. and the stockholders of Southwest Toyota, Inc. dated
June 14, 1997 (incorporated by reference to Exhibit 2.6 to the
Issuer's Registration Statement on Form S-1 filed June 24, 1997
(Registration No. 333-29893)).
2. Stock Purchase Agreement among Group 1 Automotive, Inc., SMC Luxury
Cars, Inc. and the stockholders of SMC Luxury Cars, Inc. dated
June 14, 1997 (incorporated by reference to Exhibit 2.7 to the
Issuer's Registration Statement on Form S-1 filed June 24, 1997
(Registration No. 333-29893)).
3. Agreement between American Honda Motor Co., Inc. and the Dealership
Parties dated as of October 21, 1997 (incorporated by reference to
Exhibit 10.04 to Amendment No. 4 to the Issuer's Registration
Statement on Form S-1 filed October 24, 1997 (Registration No.
333-29893)).
4. Lock-up Agreement among Sterling B. McCall, Jr. and the
Underwriters of the Issuer's initial public offering.
5. Lock-up Agreement among Gulf Coast Family Limited Partnership
and the Underwriters of the Issuer's initial public offering.
6. Lock-up Agreement among SBM-T Family Limited Partnership and the
Underwriters of the Issuer's initial public offering.
7. Lock-up Agreement among SMC Investment, Inc. and the Underwriters
of the Issuer's initial public offering.
8. Lock-up Agreement among Marianne O. McCall and the Underwriters
of the Issuer's initial public offering.
<PAGE> 1
EXHIBIT 4
LOCK-UP AGREEMENT
November 4, 1997
Goldman Sachs & Co.
Merrill Lynch, Pierce, Fenner
& Smith Incorporated
NationsBanc Montgomery Securities, Inc.,
as Representatives of the
several Underwriters,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.
Re: Proposed Public Offering of Common Stock
of GROUP 1 AUTOMOTIVE, INC.
Ladies and Gentlemen:
This agreement relates to the proposed initial public offering
(the "Offering") of Common Stock, par value U.S. $.01 per share (the "Common
Stock"), of GROUP 1 AUTOMOTIVE, INC., a Delaware corporation (the "Company"),
for which a Registration Statement on Form S-1 has been filed with the
Securities and Exchange Commission.
In connection with the Offering, the Company and W.C. Smith
will enter into an underwriting agreement (the "Underwriting Agreement") with
the Underwriters to be listed on Schedule I to the Underwriting Agreement (the
"Underwriters"), for whom Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and NationsBanc Montgomery Securities, Inc. are acting as
representatives (the "Representatives").
Because the existence of a public market will result in
greater liquidity for the Common Stock owned by the undersigned, to facilitate
the marketing of the Common Stock to be sold in the public offering and in
consideration of the Underwriters entering into the Underwriting Agreement, the
undersigned will not (and will not permit any other person who holds of record
any of the undersigned's Common Stock to), directly or indirectly, sell, offer,
contract to sell, grant any option for the sale of or otherwise dispose of any
shares of Common Stock or any securities of the Company that are substantially
similar to the Common Stock or any securities that are convertible into or
exchangeable for, or represent the right to receive, Common Stock or any such
substantially similar securities, during the period beginning from the date of
the Underwriting Agreement and continuing to and including the date 180 days
after the date of the Prospectus (as defined in the Underwriting Agreement),
without the prior written consent of the Representatives. The undersigned
acknowledges (a) the sufficiency of the consideration for this agreement and
(b) that the decision, if any, of the Underwriters to enter into the
Underwriting Agreement will be made in part in reliance upon the undersigned
entering into, and abiding by the terms of, this agreement.
<PAGE> 2
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
NationsBanc Montgomery Securities, Inc. -2-
The undersigned further represents, warrants and agrees that
he, she or it has not taken and will not take, directly or indirectly, any
action which is designed to or which has constituted or which might reasonably
be expected to cause or result in stabilization or manipulation of the price of
any security of the Company to facilitate the sale or resale of the Common
Stock, or which has otherwise constituted or will constitute any prohibited bid
for or purchase of the Common Stock or any related securities.
Very truly yours,
/s/ STERLING B. MCCALL, JR.
_____________________________
Sterling B. McCall, Jr.
<PAGE> 1
EXHIBIT 5
LOCK-UP AGREEMENT
November 4, 1997
Goldman Sachs & Co.
Merrill Lynch, Pierce, Fenner
& Smith Incorporated
NationsBanc Montgomery Securities, Inc.,
as Representatives of the
several Underwriters,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.
Re: Proposed Public Offering of Common Stock
of GROUP 1 AUTOMOTIVE, INC.
Ladies and Gentlemen:
This agreement relates to the proposed initial public offering
(the "Offering") of Common Stock, par value U.S. $.01 per share (the "Common
Stock"), of GROUP 1 AUTOMOTIVE, INC., a Delaware corporation (the "Company"),
for which a Registration Statement on Form S-1 has been filed with the
Securities and Exchange Commission.
In connection with the Offering, the Company and W.C. Smith
will enter into an underwriting agreement (the "Underwriting Agreement") with
the Underwriters to be listed on Schedule I to the Underwriting Agreement (the
"Underwriters"), for whom Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and NationsBanc Montgomery Securities, Inc. are acting as
representatives (the "Representatives").
Because the existence of a public market will result in
greater liquidity for the Common Stock owned by the undersigned, to facilitate
the marketing of the Common Stock to be sold in the public offering and in
consideration of the Underwriters entering into the Underwriting Agreement, the
undersigned will not (and will not permit any other person who holds of record
any of the undersigned's Common Stock to), directly or indirectly, sell, offer,
contract to sell, grant any option for the sale of or otherwise dispose of any
shares of Common Stock or any securities of the Company that are substantially
similar to the Common Stock or any securities that are convertible into or
exchangeable for, or represent the right to receive, Common Stock or any such
substantially similar securities, during the period beginning from the date of
the Underwriting Agreement and continuing to and including the date 180 days
after the date of the Prospectus (as defined in the Underwriting Agreement),
without the prior written consent of the Representatives. The undersigned
acknowledges (a) the sufficiency of the consideration for this agreement and
(b) that the decision, if any, of the Underwriters to enter into the
Underwriting Agreement will be made in part in reliance upon the undersigned
entering into, and abiding by the terms of, this agreement.
<PAGE> 2
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
NationsBanc Montgomery Securities, Inc. -2-
The undersigned further represents, warrants and agrees that
he, she or it has not taken and will not take, directly or indirectly, any
action which is designed to or which has constituted or which might reasonably
be expected to cause or result in stabilization or manipulation of the price of
any security of the Company to facilitate the sale or resale of the Common
Stock, or which has otherwise constituted or will constitute any prohibited bid
for or purchase of the Common Stock or any related securities.
Very truly yours,
Gulf Coast Family Limited Partnership
By: Sterling B. McCall, Jr.
/s/ Sterling B. McCall, Jr.
-------------------------------------
<PAGE> 1
EXHIBIT 6
LOCK-UP AGREEMENT
November 4, 1997
Goldman Sachs & Co.
Merrill Lynch, Pierce, Fenner
& Smith Incorporated
NationsBanc Montgomery Securities, Inc.,
as Representatives of the
several Underwriters,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.
Re: Proposed Public Offering of Common Stock
of GROUP 1 AUTOMOTIVE, INC.
Ladies and Gentlemen:
This agreement relates to the proposed initial public offering
(the "Offering") of Common Stock, par value U.S. $.01 per share (the "Common
Stock"), of GROUP 1 AUTOMOTIVE, INC., a Delaware corporation (the "Company"),
for which a Registration Statement on Form S-1 has been filed with the
Securities and Exchange Commission.
In connection with the Offering, the Company and W.C. Smith
will enter into an underwriting agreement (the "Underwriting Agreement") with
the Underwriters to be listed on Schedule I to the Underwriting Agreement (the
"Underwriters"), for whom Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and NationsBanc Montgomery Securities, Inc. are acting as
representatives (the "Representatives").
Because the existence of a public market will result in
greater liquidity for the Common Stock owned by the undersigned, to facilitate
the marketing of the Common Stock to be sold in the public offering and in
consideration of the Underwriters entering into the Underwriting Agreement, the
undersigned will not (and will not permit any other person who holds of record
any of the undersigned's Common Stock to), directly or indirectly, sell, offer,
contract to sell, grant any option for the sale of or otherwise dispose of any
shares of Common Stock or any securities of the Company that are substantially
similar to the Common Stock or any securities that are convertible into or
exchangeable for, or represent the right to receive, Common Stock or any such
substantially similar securities, during the period beginning from the date of
the Underwriting Agreement and continuing to and including the date 180 days
after the date of the Prospectus (as defined in the Underwriting Agreement),
without the prior written consent of the Representatives. The undersigned
acknowledges (a) the sufficiency of the consideration for this agreement and
(b) that the decision, if any, of the Underwriters to enter into the
Underwriting Agreement will be made in part in reliance upon the undersigned
entering into, and abiding by the terms of, this agreement.
<PAGE> 2
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
NationsBanc Montgomery Securities, Inc. -2-
The undersigned further represents, warrants and agrees that
he, she or it has not taken and will not take, directly or indirectly, any
action which is designed to or which has constituted or which might reasonably
be expected to cause or result in stabilization or manipulation of the price of
any security of the Company to facilitate the sale or resale of the Common
Stock, or which has otherwise constituted or will constitute any prohibited bid
for or purchase of the Common Stock or any related securities.
Very truly yours,
SBM-T Family Limited Partnership
By: Sterling B. McCall, Jr.
/s/ Sterling B. McCall, Jr.
-------------------------------------
<PAGE> 1
EXHIBIT 7
LOCK-UP AGREEMENT
November 4, 1997
Goldman Sachs & Co.
Merrill Lynch, Pierce, Fenner
& Smith Incorporated
NationsBanc Montgomery Securities, Inc.,
as Representatives of the
several Underwriters,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.
Re: Proposed Public Offering of Common Stock
of GROUP 1 AUTOMOTIVE, INC.
Ladies and Gentlemen:
This agreement relates to the proposed initial public offering
(the "Offering") of Common Stock, par value U.S. $.01 per share (the "Common
Stock"), of GROUP 1 AUTOMOTIVE, INC., a Delaware corporation (the "Company"),
for which a Registration Statement on Form S-1 has been filed with the
Securities and Exchange Commission.
In connection with the Offering, the Company and W.C. Smith
will enter into an underwriting agreement (the "Underwriting Agreement") with
the Underwriters to be listed on Schedule I to the Underwriting Agreement (the
"Underwriters"), for whom Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and NationsBanc Montgomery Securities, Inc. are acting as
representatives (the "Representatives").
Because the existence of a public market will result in
greater liquidity for the Common Stock owned by the undersigned, to facilitate
the marketing of the Common Stock to be sold in the public offering and in
consideration of the Underwriters entering into the Underwriting Agreement, the
undersigned will not (and will not permit any other person who holds of record
any of the undersigned's Common Stock to), directly or indirectly, sell, offer,
contract to sell, grant any option for the sale of or otherwise dispose of any
shares of Common Stock or any securities of the Company that are substantially
similar to the Common Stock or any securities that are convertible into or
exchangeable for, or represent the right to receive, Common Stock or any such
substantially similar securities, during the period beginning from the date of
the Underwriting Agreement and continuing to and including the date 180 days
after the date of the Prospectus (as defined in the Underwriting Agreement),
without the prior written consent of the Representatives. The undersigned
acknowledges (a) the sufficiency of the consideration for this agreement and
(b) that the decision, if any, of the Underwriters to enter into the
Underwriting Agreement will be made in part in reliance upon the undersigned
entering into, and abiding by the terms of, this agreement.
<PAGE> 2
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
NationsBanc Montgomery Securities, Inc. -2-
The undersigned further represents, warrants and agrees that
he, she or it has not taken and will not take, directly or indirectly, any
action which is designed to or which has constituted or which might reasonably
be expected to cause or result in stabilization or manipulation of the price of
any security of the Company to facilitate the sale or resale of the Common
Stock, or which has otherwise constituted or will constitute any prohibited bid
for or purchase of the Common Stock or any related securities.
Very truly yours,
SMC Investment, Inc.
By: Sterling B. McCall, Jr.
/s/ Sterling B. McCall, Jr.
-------------------------------------
<PAGE> 1
EXHIBIT 8
LOCK-UP AGREEMENT
November 4, 1997
Goldman Sachs & Co.
Merrill Lynch, Pierce, Fenner
& Smith Incorporated
NationsBanc Montgomery Securities, Inc.,
as Representatives of the
several Underwriters,
c/o Goldman, Sachs & Co.,
85 Broad Street,
New York, New York 10004.
Re: Proposed Public Offering of Common Stock
of GROUP 1 AUTOMOTIVE, INC.
Ladies and Gentlemen:
This agreement relates to the proposed initial public offering
(the "Offering") of Common Stock, par value U.S. $.01 per share (the "Common
Stock"), of GROUP 1 AUTOMOTIVE, INC., a Delaware corporation (the "Company"),
for which a Registration Statement on Form S-1 has been filed with the
Securities and Exchange Commission.
In connection with the Offering, the Company and W.C. Smith
will enter into an underwriting agreement (the "Underwriting Agreement") with
the Underwriters to be listed on Schedule I to the Underwriting Agreement (the
"Underwriters"), for whom Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner &
Smith Incorporated and NationsBanc Montgomery Securities, Inc. are acting as
representatives (the "Representatives").
Because the existence of a public market will result in
greater liquidity for the Common Stock owned by the undersigned, to facilitate
the marketing of the Common Stock to be sold in the public offering and in
consideration of the Underwriters entering into the Underwriting Agreement, the
undersigned will not (and will not permit any other person who holds of record
any of the undersigned's Common Stock to), directly or indirectly, sell, offer,
contract to sell, grant any option for the sale of or otherwise dispose of any
shares of Common Stock or any securities of the Company that are substantially
similar to the Common Stock or any securities that are convertible into or
exchangeable for, or represent the right to receive, Common Stock or any such
substantially similar securities, during the period beginning from the date of
the Underwriting Agreement and continuing to and including the date 180 days
after the date of the Prospectus (as defined in the Underwriting Agreement),
without the prior written consent of the Representatives. The undersigned
acknowledges (a) the sufficiency of the consideration for this agreement and
(b) that the decision, if any, of the Underwriters to enter into the
Underwriting Agreement will be made in part in reliance upon the undersigned
entering into, and abiding by the terms of, this agreement.
<PAGE> 2
Goldman, Sachs & Co.
Merrill Lynch, Pierce, Fenner & Smith Incorporated
NationsBanc Montgomery Securities, Inc. -2-
The undersigned further represents, warrants and agrees that
he, she or it has not taken and will not take, directly or indirectly, any
action which is designed to or which has constituted or which might reasonably
be expected to cause or result in stabilization or manipulation of the price of
any security of the Company to facilitate the sale or resale of the Common
Stock, or which has otherwise constituted or will constitute any prohibited bid
for or purchase of the Common Stock or any related securities.
Very truly yours,
/s/ Merianne O. McCall
-------------------------------------
