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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 16, 1999
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)
(713) 467-6268
(Registrant's telephone number including area code)
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ITEM 5. OTHER EVENTS
On August 16, 1999, Group 1 Automotive, Inc., a Delaware corporation
(the "Company"), announced that it has agreed to acquire 25 dealership
franchises in four markets with aggregate revenues of $570 million. The total
consideration for the dealerships is approximately $50 million in cash and
925,000 shares of Group 1 common stock. The acquisitions are subject to
customary closing conditions, including approval of various manufacturers,
government agencies and the completion of due diligence.
On August 16, 1999, the Company issued a press release relating to the
transactions. A copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
ITEM 7. EXHIBITS
(c) 99.1 Press Release of Group 1 Automotive, Inc., dated as of August
16, 1999, reporting on the transactions.
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SIGNATURES
Pursuant to the requirements 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.
Group 1 Automotive, Inc.
August 23, 1999 By: /s/ Scott L. Thompson
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Date Scott L. Thompson, Senior Vice President, Chief
Financial Officer and Treasurer
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INDEX TO EXHIBITS
EXHIBIT NO. DESCRIPTION
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99.1 Press Release
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NEWS BULLETIN GROUP 1 AUTOMOTIVE INC
From:
The Financial Relations Board Inc
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AT GROUP 1: Chairman, President and CEO B. B. Hollingsworth, Jr. (713) 467-6268
Sr. VP, CFO and Treasurer Scott L. Thompson (713) 467-6268
AT FRB: General Inquiries Marilyn Windsor (312) 640-6692
Analyst Inquiries Bill Schmidle (312) 640-6753
Media Inquiries Bob Schwaller (972) 830-2295
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FOR IMMEDIATE RELEASE
MONDAY, AUGUST 16, 1999
GROUP 1 TO ACQUIRE DEALERSHIPS IN BOSTON, NEW ORLEANS
AND TEXAS
GEOGRAPHIC AND BRAND DIVERSITY ENHANCED
COMPANY'S ANNUAL REVENUE RUN RATE OVER $3 BILLION
HOUSTON, AUGUST 16, 1999--GROUP 1 AUTOMOTIVE, INC. (NYSE: GPI), a leading
operator and consolidator in the automotive retailing industry, announced today
that it has agreed to acquire dealerships with aggregate revenues of $570
million. These acquisitions include 25 dealership franchises in four markets
and, upon completion, will bring Group 1's annualized revenue run rate to over
$3 billion, representing over 120,000 retail car and truck sales.
According to the company, the total consideration for the four transactions is
approximately $50 million in cash and 925,000 shares of Group 1 common stock.
The acquisitions are subject to customary closing conditions, including approval
of various manufacturers, government agencies and the completion of due
diligence. Group 1 expects to close the transactions by year end.
ENTERS BOSTON, NEW ORLEANS, SAN ANGELO MARKETS
Boston-based Ira Automotive Group will become Group 1's Massachusetts platform.
Ira, with revenues of approximately $260 million, consists of Toyota, Lexus,
Porsche, Audi, Subaru, Mazda, Isuzu, Buick and Pontiac franchises. David
Rosenberg, son of founder Ira Rosenberg, will execute a long-term employment
contract and his management team will continue to operate the dealerships.
BelAir Partners served as financial advisor to the Rosenberg family on this
transaction.
Bohn Automotive Group, with operations in New Orleans, will become Group 1's
platform in that region. Bohn has approximately $180 million in revenues from
its Toyota, Ford, Buick, Pontiac and GMC franchises. Don and Scott Bohn,
third-generation automobile dealers, will execute long-term employment contracts
and their management team will continue to operate the dealerships. Presidio
Strategies acted as financial advisor to the Bohns on this transaction.
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GROUP 1 AUTOMOTIVE INC.
ADD-1-
Lynn Alexander Automotive Group, based in San Angelo, Texas, will become Group
1's platform in that region. Alexander, with revenues of approximately $100
million, consists of Chevrolet, Chrysler, Plymouth, Jeep, Dodge, Lincoln,
Mercury and Nissan franchises. Lynn Alexander will execute a long-term
employment contract and his management team will continue to operate the
dealerships.
"We are very excited about entering three new markets with outstanding
management and great dealerships," said B.B. Hollingsworth Jr., Group 1's
chairman, president and chief executive officer. "These platforms enhance our
brand and geographic diversity, and our new partners from the Ira, Bohn and
Alexander Automotive Groups bring additional depth to our retail management.
Additionally, they give us tremendous opportunities for tuck-in acquisitions."
TUCK IN ADDED IN WEST TEXAS
Lone Star Chrysler/Plymouth/Mitsubishi, based in Amarillo, Texas, will be the
first tuck-in franchises in the Messer Automotive Group, Group 1's recently
acquired West Texas platform. Lone Star has revenues of approximately $30
million.
Year-to-date, Group 1 has closed previously announced acquisitions comprised of
22 franchises with revenues of over $520 million. "I am pleased that once we
close this round of acquisitions we will have exceeded our target for 1999,"
Hollingsworth said. "We can now start to focus on candidates for next year."
Group 1 is a leading operator and consolidator in the highly fragmented
automotive retailing industry. Upon completion of the announced acquisitions,
Group 1 will have an annualized revenue run rate of over $3 billion, and will
own 104 dealership franchises comprised of 31 different brands, and 18 collision
service centers located in Texas, Oklahoma, Florida, New Mexico, Colorado,
Georgia, Louisiana and Massachusetts. Through its dealerships the company sells
new and used cars and light trucks, provides maintenance and repair services,
sells replacement parts and arranges related financing, vehicle service and
insurance contracts.
This press release contains certain forward-looking statements within the
meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934,
which are subject to known and unknown risks, uncertainties or other factors not
under Group 1's control that may cause the actual results, performance or
achievements of Group 1 to be materially different from the results, performance
or other expectations implied by these forward-looking statements. Some of these
risks, uncertainties and other factors include those disclosed in Group 1's
filings with the Securities and Exchange Commission.
FOR ADDITIONAL INFORMATION REGARDING GROUP 1 AUTOMOTIVE FREE OF CHARGE VIA FAX,
DIAL 1-800-PRO-INFO AND USE THE COMPANY'S STOCK SYMBOL, "GPI."
GROUP 1 AUTOMOTIVE, INC. CAN BE REACHED ON THE INTERNET AT WWW.GROUP1AUTO.COM
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