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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): January 26, 1999
GROUP 1 AUTOMOTIVE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 1-13461 76-0506313
(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification Number)
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
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ITEM 5. OTHER EVENTS
On January 26, 1999, Group 1 Automotive, Inc., a Delaware corporation
(the "Company"), announced that it has agreed to acquire 16 dealership
franchises in seven markets with aggregate revenues of $445 million in 1998. The
total consideration for the dealerships is approximately $59 million in cash and
750,000 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 January 26, 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. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Description of Exhibit
99.1 Press Release of Group 1 Automotive, Inc. dated January 26, 1999
reporting on the transactions.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
Dated: January 26, 1999
GROUP 1 AUTOMOTIVE, INC.
By: /s/ SCOTT L. THOMPSON
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Name: Scott L. Thompson
Title: Senior Vice President -- Chief Financial
Officer and Treasurer
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EXHIBIT INDEX
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EXHIBIT
NUMBER DESCRIPTION
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99.1 Press Release of Group 1 Automotive, Inc. dated December 26,
1999 reporting on the transactions.
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EXHIBIT 99.1
GROUP 1 AUTOMOTIVE TO ACQUIRE DEALERSHIPS IN
TEXAS, OKLAHOMA AND GEORGIA
NEW WEST TEXAS PLATFORM ESTABLISHED;
ATLANTA, ALBUQUERQUE, BEAUMONT, OKLAHOMA OPERATIONS EXPANDED;
COMPANY'S ANNUAL REVENUE RUN RATE OVER $2.2 BILLION
HOUSTON, JANUARY 26, 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 $445
million. These acquisitions include 16 dealership franchises in seven markets
and, upon completion, will bring Group 1's annualized revenue run rate to over
$2.2 billion, representing over 92,000 retail car and truck sales.
According to the company, the total consideration for the five transactions is
approximately $59 million in cash and 750,000 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 before the end of the
second quarter of 1999.
WEST TEXAS PLATFORM ESTABLISHED
Gene Messer Automotive Group, with operations in Lubbock, Texas, Amarillo,
Texas, and Rockwall, Texas, will become Group 1's West Texas platform. The
Messer Group, with revenues of approximately $270 million, consists of three
Ford dealerships, as well as Toyota, Mitsubishi, Cadillac, Jeep and Volkswagen
franchises. Greg Wessels, chief operating officer, who has been with the Messer
organization for over 20 years, will execute a long-term employment contract and
his management team will continue to operate the dealerships.
"Our new platform gives us a strong market position with premier franchises in
the West Texas market, and expands our presence in the Dallas market with the
addition of Rockwall Ford," said B.B. Hollingsworth Jr., Group 1's chairman,
president and chief executive officer. "The Messer Group is our fifth platform
addition since our initial public offering in November 1997."
ALBUQUERQUE, ATLANTA, BEAUMONT, OKLAHOMA OPERATIONS ENHANCED
Sunshine Pontiac, Buick and GMC, located in Albuquerque, N.M., will be added to
Group 1's Johns platform. Sunshine has approximately $40 million in revenues.
Rick Matthews, Sunshine's general manager, will sign a long-term employment
contract and his management team will continue to operate the dealership.
Group 1's Carroll platform in Atlanta will be augmented by the addition of
Tidwell Ford in Cobb county, a fast-growing part of northern Atlanta. Tidwell
revenues are approximately $75 million. Tidwell Ford's market is contiguous with
Group 1's current Atlanta Ford dealership, Perimeter Ford. Jim Tidwell will sign
a long-term employment contract and his management team will continue to operate
the dealership.
South Pointe Chevrolet in Tulsa, Okla., is Group 1's first dealership in that
city. South Pointe, with revenues of $55 million, will become part of the Howard
Group and serve as a base to create a Tulsa platform.
Group 1 also announced that it has expanded its Beaumont, Texas, operation by
acquiring Cadillac and Pontiac franchises and agreeing to exchange the company's
Lincoln-Mercury dealership for a BMW dealership. Upon completion of this
transaction, the company will operate 12 dealership franchises in its Beaumont
auto mall.
"These eight dealership franchises represent 'tuck-in' acquisitions, an
important part of our consolidation strategy," Hollingsworth said. "They will
augment our current platforms in existing markets and will allow us to realize
further economies of scale and deliver additional operating leverage."
Group 1 is a leading operator and consolidator in the highly fragmented
automotive retailing industry. Upon completion of all announced acquisitions,
Group 1 will own 71 dealership franchises comprised of 23 different brands, and
16 collision service centers located in Texas, Oklahoma, New Mexico, Colorado,
Florida and Georgia. 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, insurance and vehicle service 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.
