<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1997
COMMISSION FILE NUMBER: 1-13461
GROUP 1 AUTOMOTIVE, INC.
(Exact name of Registrant as specified in its charter)
DELAWARE 76-0506313
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
950 ECHO LANE, SUITE 350, HOUSTON, TEXAS 77024
(Address of principal executive offices) (Zip code)
Registrant's telephone number including area code (713)467-6268
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of Securities Exchanges on which Registered
------------------- -----------------------------
COMMON STOCK, PAR VALUE $.01 PER SHARE NEW YORK STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None.
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.
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The aggregate market value of the voting stock held by non-affiliates
of the Registrant was approximately $90,296,000 as of March 27, 1998 (based on
the last sale price of such stock as quoted on the New York Stock Exchange).
At such date there was no non-voting stock outstanding.
As of March 27, 1998, there were 16,101,209 shares of Registrant's
Common Stock, par value $.01 per share, outstanding.
Documents incorporated by reference: Proxy Statement of Group 1
Automotive, Inc. for the Annual Meeting of Stockholders to be held on May 28,
1998, which is incorporated into Part III of this Form 10-K.
2
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
(c) Exhibits
This Form 10K/A is being filed for the sole purpose of adding Exhibit
10.56 to the Company's Form 10-K filed March 30, 1998.
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
3.1 -- Restated Certificate of Incorporation of the Company (Incorporated by reference to Exhibit
3.1 of the Company's Registration Statement on Form S-1 Registration No. 333-29893)
3.2 -- Certificate of Designation of Series A Junior Participating Preferred Stock (Incorporated by
reference to Exhibit 3.2 of the Company's Registration Statement on Form S-1 Registration
No. 333-29893)
3.3 -- Bylaws of the Company (Incorporated by reference to Exhibit 3.3 of the Company's
Registration Statement on Form S-1 Registration No. 333-29893)
4.1 -- Specimen Common Stock certificate (Incorporated by reference to Exhibit 4.1 of the Company's
Registration Statement on Form S-1 Registration No. 333-29893)
10.1* -- Employment Agreement between the Company and B.B. Hollingsworth, Jr. dated November 3, 1997.
10.2* -- Employment Agreement between the Company and Robert E. Howard II dated November 3, 1997.
10.3* -- Employment Agreement between the Company and Sterling B. McCall, Jr. dated November 3, 1997.
10.4* -- Employment Agreement between the Company and Charles M. Smith dated November 3, 1997.
10.5* -- Employment Agreement between the Company and John T. Turner dated November 3, 1997.
10.6* -- Employment Agreement between the Company and Scott L. Thompson dated November 3, 1997.
10.7* -- Employment Agreement between the Company and Kevin H. Whalen dated November 3, 1997.
10.8* -- Employment Agreement between the Company and James S. Carroll dated March 16, 1998.
10.9 -- 1996 Stock Incentive Plan (Incorporated by reference to Exhibit 10.7 of the Company's
Registration Statement on Form S-1 Registration No. 333-29893)
10.10 -- First Amendment to 1996 Stock Incentive Plan (Incorporated by reference to Exhibit 10.8 of
the Company's Registration Statement on Form S-1 Registration No. 333-29893)
10.11 -- Lease Agreement between Round Rock Nissan and SKLR Round Rock, L.C. (Incorporated by
reference to Exhibit 10.9 of the Company's Registration Statement on Form S-1 Registration
No. 333-29893)
10.12 -- Lease Agreement between SMC Luxury Cars and SBM-L F.L.P.(Incorporated by reference to
Exhibit 10.9 of the Company's Registration Statement on Form S-1 Registration No. 333-29893)
</TABLE>
3
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
10.13 -- Lease Agreement between Southwest Toyota and SBM-T F.L.P. (Incorporated by reference to
Exhibit 10.9 of the Company's Registration Statement on Form S-1 Registration No. 333-29893)
10.14 -- Lease Agreement between Southwest Toyota and SBM-T I&E F.L.P. (Incorporated by reference to
Exhibit 10.9 of the Company's Registration Statement on Form S-1 Registration No. 333-29893)
10.15 -- Lease Agreement between SMC Luxury Cars and SBM-L I&E F.L.P. (Incorporated by reference to
Exhibit 10.9 of the Company's Registration Statement on Form S-1 Registration No. 333-29893)
10.16 -- Lease Agreement between SMC Luxury Cars and SBM-L F.L.P. (Incorporated by reference to
Exhibit 10.9 of the Company's Registration Statement on Form S-1 Registration No. 333-29893)
10.17 -- Lease Agreement between Southwest Toyota and SMC Investment, Inc. (Incorporated by reference
to Exhibit 10.9 of the Company's Registration Statement on Form S-1 Registration No. 333-
29893)
10.18 -- Lease Agreement between Southwest Toyota and Dodge Financial F.L.P. (Incorporated by
reference to Exhibit 10.9 of the Company's Registration Statement on Form S-1 Registration
No. 333-29893)
10.19 -- Lease Agreement between Howard Pontiac GMC and Robert E. Howard II (Incorporated by
reference to Exhibit 10.9 of the Company's Registration Statement on Form S-1 Registration
No. 333-29893)
10.20 -- Lease Agreement between Bob Howard Motors and Robert E. Howard II (Incorporated by reference
to Exhibit 10.9 of the Company's Registration Statement on Form S-1 Registration No. 333-
29893)
10.21 -- Lease Agreement between Bob Howard Chevrolet and Robert E. Howard II (Incorporated by
reference to Exhibit 10.9 of the Company's Registration Statement on Form S-1 Registration
No. 333-29893)
10.22 -- Lease Agreement between Bob Howard Automotive-H and North Broadway Real Estate,
(Incorporated by reference to Exhibit 10.9 of the Company's Registration Statement on Form
S-1 Registration No. 333-29893)
10.23 -- Lease Agreement between Mike Smith Autoplaza and Olds-Honda Realty (Incorporated by
reference to Exhibit 10.9 of the Company's Registration Statement on Form S-1 Registration
No. 333-29893)
10.24 -- Rights Agreement between Group 1 Automotive, Inc. and ChaseMellon Shareholder Services,
L.L.C., as rights agent dated October 3, 1997 (Incorporated by reference to Exhibit 10.10 of
the Company's Registration Statement on Form S-1 Registration No. 333-29893)
10.25 -- 1998 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.11 of the
Company's Registration Statement on Form S-1 Registration No. 333-29893)
10.26 -- Form of Agreement between Toyota Motor Sales, U.S.A., and Group 1 Automotive, Inc.
(Incorporated by reference to Exhibit 10.12 of the Company's Registration Statement on Form
S-1 Registration No. 333-29893)
10.27 -- Form of Supplemental Agreement to General Motors Corporation Dealer Sales and Service
Agreement (Incorporated by reference to Exhibit 10.13 of the Company's Registration
Statement on Form S-1 Registration No. 333-29893)
10.28 -- Approval Letter dated December 11, 1996 from Nissan Motor Corporation U.S.A. (Incorporated
by reference to Exhibit 10.14 of the Company's Registration Statement on Form S-1
Registration No. 333-29893)
10.29 -- Amendment to Approval Letter from Nissan Motor Corporation U.S.A. dated September 29, 1997
(Incorporated by reference to Exhibit 10.15 of the Company's Registration Statement on Form
S-1 Registration No. 333-29893)
</TABLE>
4
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<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------ -----------
<S> <C>
10.30 -- Supplemental Terms and Conditions between Ford Motor Company and Group 1 Automotive, Inc.
dated September 4, 1997 (Incorporated by reference to Exhibit 10.16 of the Company's
Registration Statement on Form S-1 Registration No. 333-29893)
10.31 -- Toyota Dealer Agreement between Gulf States Toyota, Inc. and Southwest Toyota, Inc. dated
April 5, 1993 (Incorporated by reference to Exhibit 10.17 of the Company's Registration
Statement on Form S-1 Registration No. 333-29893)
10.32 -- Lexus Dealer Agreement between Toyota Motor Sales, U.S.A., Inc. and SMC Luxury Cars, Inc.
dated August 21, 1995 (Incorporated by reference to Exhibit 10.18 of the Company's
Registration Statement on Form S-1 Registration No. 333-29893)
10.33 -- Letter Agreement between Mitsubishi Motor Sales of America, Inc. and Group 1 Automotive,
Inc. dated June 20, 1997 (Incorporated by reference to Exhibit 10.20 of the Company's
Registration Statement on Form S-1 Registration No. 333-29893)
10.34 -- Supplemental Agreement to Dealer Sales and Service Agreement (Public Traded Company) among
Foyt Motors, Inc., Group 1 Automotive, Inc. and American Isuzu Motors Inc. (Incorporated by
reference to Exhibit 10.21 of the Company's Registration Statement on Form S-1 Registration
No. 333-29893)
10.35 -- Stock Purchase Agreement Among Howard Pontiac-GMC, Inc., Bob Howard Automotive-East, Inc.
and the Stockholder of Bob Howard Automotive-East, Inc. dated as of September 12, 1997
(Incorporated by reference to Exhibit 10.22 of the Company's Registration Statement on Form
S-1 Registration No. 333-29893)
10.36 -- Agreement between American Honda Motor Co., Inc. and the Dealership Parties dated October
23, 1997 (Incorporated by reference to Exhibit 10.24 of the Company's Registration Statement
on Form S-1 Registration No. 333-29893)
10.37 -- Form of General Motors Corporation U.S.A. Sales and Service Agreement (Incorporated by
reference to Exhibit 10.25 of the Company's Registration Statement on Form S-1 Registration
No. 333-29893)
10.38 -- Form of Nissan Motor Corporation Sales and Service Agreement (Incorporated by reference to
Exhibit 10.26 of the Company's Registration Statement on Form S-1 Registration No. 333-
29893)
10.39* -- Agreement and Plan of Reorganization by and among Group 1 Automotive, Inc., Koons Merger,
Inc., Koons Ford, Inc. and the stockholders of Koons Ford, Inc. dated December 17, 1997.
10.40* -- Agreement and Plan of Reorganization by and among Group 1 Automotive, Inc., PF Merger, Inc.,
Perimeter Ford, Inc. and the stockholders of Perimeter Ford, Inc. dated December 17, 1997.
10.41* -- Agreement and Plan of Reorganization by and among Group 1 Automotive, Inc., Courtesy Merger,
Inc., Courtesy Ford, Inc. and the stockholders of Courtesy Ford, Inc. dated December 17,
1997.
10.42* -- Lease Agreement between World Partner Enterprises Ltd. and Koons Ford, Inc. dated March 16,
1998.
10.43* -- Operations/Lease Agreement between K.C. Partnership and Perimeter Ford, Inc. dated March 16,
1998.
10.44* -- Lease Agreement between K.C. Partnership and Courtesy Ford, Inc. dated March 16, 1998.
10.45* -- Amended and Restated Sublease Agreement between Koons Development Co. and Koons Ford, Inc.
Dated March 16, 1998.
10.46* -- Multi-Party Agreement by and among K.C. Partnership, Ford Leasing Development Company,
Perimeter Ford, Inc., PF Merger, Inc. and Comerica Bank dated March 16, 1998.
10.47* -- Purchase Agreement by and among Group 1 Automotive, Inc., MSAP Merger Corp., the limited partners
of Prestige Chrysler Plymouth South, Ltd. and the stockholders of Prestige Chrysler Plymouth,
Inc. dated December 18, 1997.
10.48* -- Purchase Agreement by and among Group 1 Automotive, Inc., ST Merger Corp., the limited
partners of Maxwell Chrysler Plymouth Dodge Jeep Eagle, Ltd. and the stockholders of Maxwell
Chrysler Plymouth Dodge, Inc. dated December 18, 1997.
</TABLE>
5
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<TABLE>
<S> <C>
10.49* -- Purchase Agreement by and among Group 1 Automotive, Inc., RRN Merger Corp., the limited
partners of Prestige Chrysler Plymouth Northwest, Ltd. and the stockholders of MMK
Interests, Inc. dated December 18, 1997.
10.50* -- Asset Purchase Agreement by and among Group 1 Automotive, Inc., Casa Chevrolet Inc., United
Management, Inc. and the stockholders of United Management, Inc. dated February 25, 1998.
10.51* -- Asset Purchase Agreement by and among Group 1 Automotive, Inc., Casa Chrysler
Plymouth Jeep Inc., United Management, Inc. and the stockholders of United Management, Inc.,
dated February 25, 1998.
10.52* -- Purchase Agreement by and among Group 1 Automotive, Inc. and the stockholder of
Bob Howard Nissan, Inc. dated December 30, 1997.
10.53* -- Revolving Credit Agreement dated December 31, 1997.
10.54* -- Stock Pledge Agreement dated December 19, 1997.
10.55* -- Swap Transaction Letter Agreement dated January 23, 1998.
10.56 -- Ancillary Agreement by and among Group 1 Automotive, Inc., Thomas Nyle Maxwell, Jr.,
Thomas Nyle Maxwell, Sr., Clarence J. Kellerman and Albert Maxwell dated December 18, 1997.
21.1* -- Group 1 Automotive, Inc. Subsidiary List.
23.1* -- Consent of Arthur Andersen LLP.
27.1* -- Financial Data Schedule.
</TABLE>
* Included as Exhibits to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997, as filed March 30, 1998.
6
<PAGE> 7
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized in the city of
Houston, Texas, on the 15th day of April, 1998.
Group 1 Automotive, Inc.
By: /s/ B.B. HOLLINGSWORTH, JR.
--------------------------------
B.B. Hollingsworth, Jr.
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant in the capacities indicated on the 15th day of April, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ B.B. HOLLINGSWORTH, JR. Chairman, President and Chief Executive
- ------------------------------------------------------- Officer and Director (Principal Executive Officer)
B.B. Hollingsworth, Jr.
/s/ SCOTT L. THOMPSON Senior Vice President, Chief Financial
- ------------------------------------------------------- Officer and Treasurer (Chief Financial and Accounting
Scott L. Thompson Officer)
/s/ ROBERT E. HOWARD II Director
- -------------------------------------------------------
Robert E. Howard II
/s/ STERLING B. MCCALL, JR. Director
- -------------------------------------------------------
Sterling B. McCall, Jr.
/s/ CHARLES M. SMITH Director
- -------------------------------------------------------
Charles M. Smith
Director
- -------------------------------------------------------
John H. Duncan
Director
- -------------------------------------------------------
Bennett E. Bidwell
</TABLE>
7
<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
------- -----------
<S> <C>
3.1 __ Restated Certificate of Incorporation of the Company (Incorporated by reference to
Exhibit 3.1 of the Company's Registration Statement on Form S-1 Registration No. 333-29893)
3.2 __ Certificate of Designation of Series A Junior Participating Preferred Stock (Incorporated
by reference to Exhibit 3.2 of the Company's Registration Statement on Form S-1
Registration No. 333-29893)
3.3 __ Bylaws of the Company (Incorporated by reference to Exhibit 3.3 of the Company's
Registration Statement on Form S-1 Registration No. 333-29893)
4.1 __ Specimen Common Stock certificate (Incorporated by reference to Exhibit 4.1 of the
Company's Registration Statement on Form S-1 Registration No. 333-29893)
10.1* __ Employment Agreement between the Company and B.B. Hollingsworth, Jr. dated November 3, 1997.
10.2* __ Employment Agreement between the Company and Robert E. Howard II dated November 3, 1997.
10.3* __ Employment Agreement between the Company and Sterling B. McCall, Jr. dated November 3, 1997.
10.4* __ Employment Agreement between the Company and Charles M. Smith dated November 3, 1997.
10.5* __ Employment Agreement between the Company and John T. Turner dated November 3, 1997.
10.6* __ Employment Agreement between the Company and Scott L. Thompson dated November 3, 1997.
10.7* __ Employment Agreement between the Company and Kevin H. Whalen dated November 3, 1997.
10.8* __ Employment Agreement between the Company and James S. Carroll dated March 16, 1998.
10.9 __ 1996 Stock Incentive Plan (Incorporated by reference to Exhibit 10.7 of the Company's
Registration Statement on Form S-1 Registration No. 333-29893)
10.10 __ First Amendment to 1996 Stock Incentive Plan (Incorporated by reference to Exhibit 10.8
of the Company's Registration Statement on Form S-1 Registration No. 333-29893)
10.11 __ Lease Agreement between Round Rock Nissan and SKLR Round Rock, L.C. (Incorporated by
reference to Exhibit 10.9 of the Company's Registration Statement on Form S-1 Registration
No. 333-29893)
10.12 __ Lease Agreement between SMC Luxury Cars and SBM-L F.L.P.(Incorporated by reference to
Exhibit 10.9 of the Company's Registration Statement on Form S-1 Registration No.
333-29893)
10.13 __ Lease Agreement between Southwest Toyota and SBM-T F.L.P. (Incorporated by reference to
Exhibit 10.9 of the Company's Registration Statement on Form S-1 Registration No. 333-29893)
10.14 __ Lease Agreement between Southwest Toyota and SBM-T I&E F.L.P. (Incorporated by reference
to Exhibit 10.9 of the Company's Registration Statement on Form S-1 Registration No.
333-29893)
10.15 __ Lease Agreement between SMC Luxury Cars and SBM-L I&E F.L.P. (Incorporated by reference
to Exhibit 10.9 of the Company's Registration Statement on Form S-1 Registration No.
333-29893)
10.16 __ Lease Agreement between SMC Luxury Cars and SBM-L F.L.P. (Incorporated by reference to
Exhibit 10.9 of the Company's Registration Statement on Form S-1 Registration No.
333-29893)
10.17 __ Lease Agreement between Southwest Toyota and SMC Investment, Inc. (Incorporated by
reference to Exhibit 10.9 of the Company's Registration Statement on Form S-1
Registration No. 333-29893)
</TABLE>
<PAGE> 9
INDEX TO EXHIBITS
<TABLE>
<S> <C>
10.18 __ Lease Agreement between Southwest Toyota and Dodge Financial F.L.P. (Incorporated by
reference to Exhibit 10.9 of the Company's Registration Statement on Form S-1
Registration No. 333-29893)
10.19 __ Lease Agreement between Howard Pontiac GMC and Robert E. Howard II (Incorporated by
reference to Exhibit 10.9 of the Company's Registration Statement on Form S-1 Registration
No. 333-29893)
10.20 __ Lease Agreement between Bob Howard Motors and Robert E. Howard II (Incorporated by
reference to Exhibit 10.9 of the Company's Registration Statement on Form S-1
Registration No. 333-29893)
10.21 __ Lease Agreement between Bob Howard Chevrolet and Robert E. Howard II (Incorporated by
reference to Exhibit 10.9 of the Company's Registration Statement on Form S-1 Registration No.
333-29893)
10.22 __ Lease Agreement between Bob Howard Automotive-H and North Broadway Real Estate,
(Incorporated by reference to Exhibit 10.9 of the Company's Registration Statement on Form S-1
Registration No. 333-29893)
10.23 __ Lease Agreement between Mike Smith Autoplaza and Olds-Honda Realty (Incorporated by
reference to Exhibit 10.9 of the Company's Registration Statement on Form S-1 Registration No.
333-29893)
10.24 __ Rights Agreement between Group 1 Automotive, Inc. and ChaseMellon
Shareholder Services, L.L.C., as rights agent dated October 3, 1997 (Incorporated by reference to
Exhibit 10.10 of the Company's Registration Statement on Form S-1 Registration No. 333-29893)
10.25 __ 1998 Employee Stock Purchase Plan (Incorporated by reference to Exhibit 10.11 of the
Company's Registration Statement on Form S-1 Registration No. 333-29893)
10.26 __ Form of Agreement between Toyota Motor Sales, U.S.A., and Group 1 Automotive, Inc.
(Incorporated by reference to Exhibit 10.12 of the Company's Registration Statement on Form S-1
Registration No. 333-29893)
10.27 __ Form of Supplemental Agreement to General Motors Corporation Dealer Sales and Service
Agreement (Incorporated by reference to Exhibit 10.13 of the Company's Registration Statement
on Form S-1 Registration No. 333-29893)
10.28 __ Approval Letter dated December 11, 1996 from Nissan Motor Corporation U.S.A.
(Incorporated by reference to Exhibit 10.14 of the Company's Registration Statement on Form S-1
Registration No. 333-29893)
10.29 __ Amendment to Approval Letter from Nissan Motor Corporation U.S.A. dated September 29,
1997 (Incorporated by reference to Exhibit 10.15 of the Company's Registration Statement on Form S-1
Registration No. 333-29893)
10.30 __ Supplemental Terms and Conditions between Ford Motor Company and Group 1 Automotive, Inc.
dated September 4, 1997 (Incorporated by reference to Exhibit 10.16 of the Company's Registration
Statement on Form S-1 Registration No. 333-29893)
10.31 __ Toyota Dealer Agreement between Gulf States Toyota, Inc. and Southwest Toyota, Inc. dated
April 5, 1993 (Incorporated by reference to Exhibit 10.17 of the Company's Registration Statement
on Form S-1 Registration No. 333-29893)
10.32 __ Lexus Dealer Agreement between Toyota Motor Sales, U.S.A., Inc. and SMC Luxury Cars, Inc.
dated August 21, 1995 (Incorporated by reference to Exhibit 10.18 of the Company's Registration
Statement on Form S-1 Registration No. 333-29893)
10.33 __ Letter Agreement between Mitsubishi Motor Sales of America, Inc. and Group 1 Automotive,
Inc. dated June 20, 1997 (Incorporated by reference to Exhibit 10.20 of the Company's Registration
Statement on Form S-1 Registration No. 333-29893)
</TABLE>
<PAGE> 10
INDEX TO EXHIBITS
<TABLE>
<S> <C>
10.34 __ Supplemental Agreement to Dealer Sales and Service Agreement (Public Traded Company)
among Foyt Motors, Inc., Group 1 Automotive, Inc. and American Isuzu Motors Inc. (Incorporated by
reference to Exhibit 10.21 of the Company's Registration Statement on Form S-1 Registration No.
333-29893)
10.35 __ Stock Purchase Agreement Among Howard Pontiac-GMC, Inc., Bob Howard Automotive-East, Inc.
and the Stockholder of Bob Howard Automotive-East, Inc. dated as of September 12, 1997
(Incorporated by reference to Exhibit 10.22 of the Company's Registration Statement on Form S-1
Registration No. 333-29893)
10.36 __ Agreement between American Honda Motor Co., Inc. and the Dealership Parties dated October
23, 1997 (Incorporated by reference to Exhibit 10.24 of the Company's Registration Statement
on Form S-1 Registration No. 333-29893)
10.37 __ Form of General Motors Corporation U.S.A. Sales and Service Agreement (Incorporated by
reference to Exhibit 10.25 of the Company's Registration Statement on Form S-1 Registration No.
333-29893)
10.38 __ Form of Nissan Motor Corporation Sales and Service Agreement (Incorporated by reference
to Exhibit 10.26 of the Company's Registration Statement on Form S-1 Registration No. 333-29893)
10.39* -- Agreement and Plan of Reorganization by and among Group 1 Automotive, Inc., Koons Merger, Inc., Koons
Ford, Inc. and the stockholders of Koons Ford, Inc. dated December 17, 1997.
10.40* -- Agreement and Plan of Reorganization by and among Group 1 Automotive, Inc., PF Merger, Inc., Perimeter
Ford, Inc. and the stockholders of Perimeter Ford, Inc. dated December 17, 1997.
10.41* -- Agreement and Plan of Reorganization by and among Group 1 Automotive, Inc., Courtesy Merger, Inc.,
Courtesy Ford, Inc. and the stockholders of Courtesy Ford, Inc. dated December 17, 1997.
10.42* -- Lease Agreement between World Partner Enterprises Ltd. and Koons Ford, Inc. dated March 16, 1998.
10.43* -- Operations/Lease Agreement between KC Partnership and Perimeter Ford, Inc. dated March 16, 1998.
10.44* -- Lease Agreement between K.C. Partnership and Courtesy Ford, Inc. dated March 16, 1998.
10.45* -- Amended and Restated Sublease Agreement between Koons Development Co. and Koons Ford, Inc. dated
March 16, 1998.
10.46* -- Multi-Party Agreement by and among KC Partnership, Ford Leasing Development Company, Perimeter Ford,
Inc., PF Merger, Inc. and Comerica Bank dated March 16, 1998.
10.47* -- Purchase Agreement by and among Group 1 Automotive, Inc., MSAP Merger Corp., the limited partners of
Prestige Chrysler Plymouth South, Ltd. and the stockholders of Prestige Chrysler Plymouth, Inc. dated
December 18, 1997.
10.48* -- Purchase Agreement by and among Group 1 Automotive, Inc., ST Merger Corp., the limited partners of
Maxwell Chrysler Plymouth Dodge Jeep Eagle, Ltd. and the stockholders of Maxwell Chrysler Plymouth
Dodge, Inc. dated December 18, 1997.
10.49* -- Purchase Agreement by and among Group 1 Automotive, Inc., RRN Merger Corp., the limited partners of
Prestige Chrysler Plymouth Northwest, Ltd. and the stockholders of MMK Interests, Inc. dated December
18, 1997.
10.50* -- Asset Purchase Agreement by and among Group 1 Automotive, Inc., Casa Chevrolet Inc., United
Management, Inc. and the stockholders of United Management, Inc. dated February 25, 1998.
10.51* -- Asset Purchase Agreement by and among Group 1 Automotive, Inc., Casa Chrysler Plymouth Jeep Inc.,
United Management, Inc. and the stockholders of United Management, Inc. dated February 25, 1998.
10.52* -- Purchase Agreement between Group 1 Automotive, Inc. and the sole stockholder of Bob Howard Nissan, Inc.
dated as of December 30, 1997.
10.53* -- Revolving Credit Agreement dated December 31, 1997.
10.54* -- Stock Pledge Agreement dated December 19, 1997.
10.55* -- Swap Transaction Letter Agreement dated January 23, 1998.
10.56 -- Ancillary Agreement by and among Group I Automotive, Inc., Thomas Nyle Maxwell, Jr., Thomas Nyle
Maxwell, Sr., Clarence J. Kellesman and Albert Maxwell dated December 18, 1997
21.1* -- Group 1 Automotive, Inc. Subsidiary List.
23.1* __ Consent of Arthur Andersen LLP
27.1* __ Financial Data Schedule
</TABLE>
* Included as Exhibits to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1997, as filed on March 30, 1997.
<PAGE> 1
EXHIBIT 10.56
ANCILLARY AGREEMENT
This Ancillary Agreement ("Agreement") dated as of the 18th day of
December, 1997, is among Group 1 Automotive, Inc., a Delaware corporation
("Group 1") and the Persons listed on the signature pages hereof under the
caption "Owners" (collectively, the "Owners").
RECITALS:
WHEREAS, the Owners are the owners of Prestige Chrysler Plymouth
Northwest, LTD., Maxwell Chrysler Plymouth Dodge Jeep Eagle, LTD., and Prestige
Chrysler Plymouth South, LTD. (collectively, the "Dealerships"); and
WHEREAS, the Dealerships are franchised automotive retailers of
Chrysler Corporation automotive products; and
WHEREAS, Chrysler Corporation has initiated a program entitled "Project
2000" to realign and consolidate its various brands; and
WHEREAS, Group 1 has entered into Purchase Agreements (the "Purchase
Agreements") dated as the date hereof with the Owners to acquire the Dealerships
for consideration which does not include the full value of the Dealerships; and
WHEREAS, Group 1 recognizes that the implementation of Project 2000 has
been initiated, but has not yet been completed, and Group 1 desires that the
Dealerships complete the implementation of Project 2000 and that the Owners
receive value for the completion of Project 2000 as additional consideration for
their interests in the Dealerships.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
agreements herein contained, the parties hereto hereby agree as follows:
1. Certain Payment. Group 1 shall pay to the Owners and to David
Kellerman the Ancillary Amount as soon as reasonably practicable after the
determination of the Ancillary Amount. The "Ancillary Amount" shall be an amount
equal to the difference of (a) the Ancillary Earnings, and (b) the Interim
Payments; provided, however, that in no event shall the Ancillary Amount exceed
$15,000,000. The "Ancillary Earnings" shall be an amount equal to the difference
of (a) the product of (i) the Ancillary Incremental Income Increase, times (ii)
7.33, and (b) the sum of (i) the Capital Costs of implementation of the Changes
resulting in the Ancillary Incremental Income Increase, plus (ii) $4,056,345.
The "Ancillary Incremental Income Increase" shall be an amount equal to 0.60
times, the difference of (a) aggregate pre-tax income attributable to all
Chrysler Corporation dealerships owned by Group 1 and operated by Thomas Nyle
Maxwell, Jr. in Travis and Williamson counties, Texas for the first full
calendar year after the completion of all Changes in Travis and Williamson
counties, Texas, and (b) $4,989,462. "Changes" shall mean only acquisitions and
dispositions of automotive franchises of Chrysler Corporation by the
Dealerships, including the
<PAGE> 2
awarding of a new franchise point, and shall not include any image, building or
site enhancements that may be included in the implementation of Project 2000.
The Ancillary Incremental Pre-Tax Income Increase shall be determined from the
final audited financial statements of Group 1 for the first full calendar year
after the completion of all Changes in Travis and Williamson counties, Texas.
"Capital Costs" shall include all costs incurred in acquiring new franchises
(net of indebtedness incurred for flooring of vehicle inventory), moving
franchises to alternate facilities, modification of facilities to accommodate
expanded franchise operations, and compensation to owners of other Chrysler
Corporation franchises in the market ( proceeds from the sale of any franchises,
if any, shall be deducted in determining these incurred Capital Costs). Further,
the aggregate pre-tax income after all Changes shall be determined by both
parties as if the operations managed by Thomas Nyle Maxwell, Jr. were stand
alone operations, before the effects of any management or overhead charges
allocated from Group 1 or any cost savings attributable to the Group 1
relationship. "Interim Payments" shall mean the payments described in paragraph
2 below.
2. Interim Payments. Group 1 agrees to pay to the Owners and to David
Kellerman in the proportions set forth in Exhibit A upon completion of each
transaction the following: (a) $2,000,000 upon the completion of the acquisition
of a new metro add-point from Chrysler Corporation, and (b) $750,000 upon the
completion of the acquisition of the first Jeep franchise for the Austin, Texas
market (the payments described in (a) and (b) above are collectively referred to
herein as the "Interim Payments"). The Interim Payments are non-refundable,
regardless of the results of the computations contained in Section 1 above.
3. Method of Payment. Payments under this Agreement shall be made in
cash and Group 1 Common Stock in the proportions set forth in Exhibit A. For
purposes of such calculation, the value of Group 1 Common Stock received by the
Owners shall be the average closing price of Group 1 Common Stock on the New
York Stock Exchange, as reported in the Wall Street Journal, for the five
trading days immediately preceding the payment date.
4. Term. This Agreement shall be effective as of the Closing Date of
the Purchase Agreements, and shall terminate and be of no further force and
effect if and when the Purchase Agreements are terminated without closing the
transactions described therein.
5. Character of Payment. Payments under this Agreement are additional
consideration and additional purchase price for the Owners' interests in the
Dealerships, and the parties agree to report such amounts on such basis for
income tax purposes.
-2-
<PAGE> 3
IN WITNESS WHEREOF, each of the parties have executed this Agreement as
of the date first above written.
GROUP 1 AUTOMOTIVE, INC. OWNERS
By: /s/ John T. Turner /s/ Thomas Nyle Maxwell, Jr.
------------------------------ --------------------------------
John T. Turner Thomas Nyle Maxwell, Jr.
Senior Vice President
/s/ Thomas Nyle Maxwell, Sr.
--------------------------------
Thomas Nyle Maxwell, Sr.
/s/ Clarence J. Kellerman
--------------------------------
Clarence J. Kellerman
/s/ Albert Maxwell
--------------------------------
Albert Maxwell
-3-
<PAGE> 4
EXHIBIT A
<TABLE>
<CAPTION>
TNM, Jr. CJK TNM, Sr. AM DK
-------- --- -------- -- --
<S> <C> <C> <C> <C> <C>
Payment 48.3% 23.9% 17.2% 7.6% 3.0%
Proportions
Payable: Cash 50% 70% 70% 50% 50%
Stock 50% 30% 30% 50% 50%
</TABLE>
Exhibit A-1
