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FORM 8-A/A
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
GROUP 1 AUTOMOTIVE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 76-0506313
(State of incorporation (I.R.S. Employer Identification No.)
or organization)
950 ECHO LANE, SUITE 350
HOUSTON, TEXAS 77024
(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
Common Stock, $.01 par value New York Stock Exchange
Preferred Share Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
NONE
(Title of Class)
If this form relates to the registration of a class of securities
pursuant to Section 12(b) of the Exchange Act and is effective pursuant to
General Instruction A.(c), please check the following box. [X]
If this Form relates to the registration of a class of securities
pursuant to Section 12(g) of the Exchange Act and is effective pursuant to
General Instruction A.(d), please check the following box. [ ]
Securities Act registration statement file number to which this form relates:
333-29893.
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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")
The Company incorporates by reference herein the information set forth
under the caption "Description of Capital Stock" in the preliminary prospectus
contained in the Registration Statement on Form S-1 (Registration
No. 333-29893, initially filed with the Securities and Exchange Commission (the
"Commission") on June 24, 1997, as such information may be amended in the final
prospectus included or deemed to be included in such Registration Statement in
the form declared effective by the Commission (the "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 16, 1997
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