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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
Group 1 Automotive, Inc.
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(Name of the Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
398905109
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(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
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CUSIP No. 398905109 13D Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kevin H. Whalen
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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
00
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ]
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7 SOLE VOTING POWER
774,040
NUMBER ----------------------------------------------------
OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED ----------------------------------------------------
BY 9 SOLE DISPOSITIVE POWER
EACH
REPORTING 774,040
PERSON ----------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
774,040
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ]
CERTAIN SHARES
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.4%
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14 TYPE OF REPORTING PERSON
IN
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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 Kevin H. Whalen., who is a natural person
and a citizen of the United States of America. Mr. Whalen is employed by the
Issuer, serving as Chief Operating Officer McCall Group and has a business
address of 950 Echo Lane, Suite 350, Houston, Texas 77024.
During the past five years, Mr. Whalen has not been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors).
Mr. Whalen 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. Whalen 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. in
exchange for shares of Common Stock of the Issuer. The Issuer acquired (the
"Acquisition") Mr. Whalen's interests in Southwest Toyota, Inc. pursuant to a
Stock Purchase Agreement (the "Stock Purchase Agreement") among the Issuer,
Southwest Toyota, Inc. and the stockholders of Southwest Toyota, Inc. dated as
of June 14, 1997. Mr. Whalen collectively owned approximately 44.4% of
Southwest Toyota, Inc. prior to the Acquisition. The Acquisition was
consummated on November 3, 1997.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Whalen acquired his shares of Common Stock for investment
purposes in connection with the consolidation by the Issuer of 16 separate
companies that own and operate automobile dealerships and related services (the
"Consolidation"). Mr. Whalen 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. Whalen 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 Acquisition. 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. Whalen is deemed to be the beneficial owner of 774,040 shares of
Common Stock, which constitute approximately 5.4% of the total issued and
outstanding shares of Common Stock at November 4, 1997. Mr. Whalen 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.
Other than the 774,040 shares of Common Stock reported on this
Schedule 13D which Mr. Whalen acquired on November 3, 1997 pursuant to the
Stock Purchase Agreement, Mr. Whalen has not acquired any shares of Common
Stock within the past 60 days.
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CUSIP No. 398905109 13D Page 4 of 7 Pages
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Pursuant to the Stock Purchase Agreement, Mr. Whalen has agreed with
the Issuer not to sell the shares of Common Stock that he received in the
Acquisition for a period of two years after the date of consummation of the
Acquisition. This restriction relates to all of the 774,040 shares of Common
Stock beneficially owned by Mr. Whalen. The Stock Purchase Agreement is
incorporated herein by reference to Exhibit 1.
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. Whalen has agreed not to
sell, transfer or otherwise dispose of shares of Common Stock that he received
in the Acquisition, or the voting rights associated therewith, without the prior
written consent of American Honda. The American Honda Agreement is incorporated
herein by reference to Exhibit 2.
Mr. Whalen entered into a lock-up agreement (the "Lock-up Agreement")
with the underwriters of the initial public offering of the Issuer in which he
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 Agreement is incorporated herein be reference to
Exhibit 3.
Mr. Whalen 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. Whalen will
receive approximately 51,325 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. Agreement between American Honda Motor Co., Inc. and the
Dealership Parties dated as of October 21, 1997 (incorporated by
reference to Exhibit 10.24 to Amendment No. 4 to the Issuer's
Registration Statement on Form S-1 filed October 24, 1997
(Registration No. 333-29893)).
3. Lock-up Agreement among Kevin H. Whalen and the Underwriters of
the Issuer's initial public offering.
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CUSIP No. 398905109 13D Page 5 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/ Kevin H. Whalen
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Date Name: Kevin H. Whalen
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 6 of 7 Pages
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EXHIBIT INDEX
Exhibit Description
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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. 333-29892)).
2. Agreement between American Honda Motor Co., Inc. and the
Dealership Parties dated as of October 21, 1997 (incorporated by
reference to Exhibit 10.24 to Amendment No. 4 to the Issuer's
Registration Statement on Form S-1 filed October 24, 1997
(Registration No. 333-29893).
3. Lock-up Agreement among Kevin H. Whalen and the Underwriters of
the Issuer's initial public offering.
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EXHIBIT 3
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.
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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/ KEVIN H. WHALEN
________________________
Kevin H. Whalen
