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UNITED STATES
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): February 24, 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
The purpose of this report is to permit the registrant to file herewith
those exhibits listed in Item 7(c) below.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit
Exhibit No. Description of Exhibit
25.1 Form T-1 Statement of Eligibility under the Trust Indenture
Act of 1939 of a Corporation Designated to Act as Trustee
under the Subordinated Indenture (which Subordinated Indenture
is incorporated by reference to Exhibit 4.5 to the Company's
Registration Statement on Form S-3 (File No. 333-69693)).
2
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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: February 24, 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
3
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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25.1 Form T-1 Statement of Eligibility under the Trust Indenture Act
of 1939 of a Corporation Designated to Act as Trustee under the
Subordinated Indenture (which Subordinated Indenture is
incorporated by reference to Exhibit 4.5 to the Company's
Registration Statement on Form S-3 (File No. 333-69693)).
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EXHIBIT 25.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(B)(2)
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IBJ WHITEHALL BANK & TRUST COMPANY
(Exact name of trustee as specified in its charter)
New York 13-6022258
(Jurisdiction of incorporation (I.R.S. employer
or organization if not a U.S. national bank) identification No.)
One State Street, New York, New York 10004
(Address of principal executive offices) (Zip code)
LUIS PEREZ, ASSISTANT VICE PRESIDENT
IBJ WHITEHALL BANK & TRUST COMPANY
One State Street
New York, New York 10004
(212) 858-2000
(Name, address and telephone number of agent for service)
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)
% Senior Subordinated Notes Due 2009
(Title of indenture securities)
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Item 1. General information
Furnish the following information as to the trustee:
(a) Name and address of each examining or
supervising authority to which it is subject.
New York State Banking Department
Two Rector Street
New York, New York
Federal Deposit Insurance Corporation
Washington, D.C.
Federal Reserve Bank of New York
Second District,
33 Liberty Street
New York, New York
(b) Whether it is authorized to exercise
corporate trust powers.
Yes
Item 2. Affiliations with the Obligor.
If the obligor is an affiliate of the trustee,
describe each such affiliation.
The obligor is not an affiliate of the trustee.
Item 13. Defaults by the Obligor.
(a) State whether there is or has been a default with
respect to the securities under this indenture.
Explain the nature of any such default.
None
2
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(b) If the trustee is a trustee under another indenture
under which any other securities, or certificates of
interest or participation in any other securities, of
the obligors are outstanding, or is trustee for more
than one outstanding series of securities under the
indenture, state whether there has been a default
under any such indenture or series, identify the
indenture or series affected, and explain the nature
of any such default.
None
Item 16. List of exhibits.
List below all exhibits filed as part of this
statement of eligibility.
*1. A copy of the Charter of IBJ Whitehall Bank
& Trust Company as amended to date. (See Exhibit 1A
to Form T-1, Securities and Exchange Commission File
No 22-18460 and Exhibit 25.1 to Form T-1, Securities
and Exchange Commission File No. 333-46849).
*2. A copy of the Certificate of Authority of
the trustee to Commence Business (Included in Exhibit
1 above).
*3. A copy of the Authorization of the trustee
to exercise corporate trust powers, as amended to
date (See Exhibit 4 to Form T-1, Securities and
Exchange Commission File No. 22-19146).
*4. A copy of the existing By-Laws of the
trustee, as amended to date (See Exhibit 25.1 to Form
T-1, Securities and Exchange Commission File No.
333-46849).
5. Not Applicable
6. The consent of United States institutional
trustee required by Section 321(b) of the Act.
7. A copy of the latest report of condition of
the trustee published pursuant to law or the
requirements of its supervising or examining
authority.
* The Exhibits thus designated are incorporated herein by reference as
exhibits hereto. Following the description of such Exhibits is a
reference to the copy of the Exhibit heretofore filed with the
Securities and Exchange Commission, to which there have been no
amendments or changes.
3
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NOTE
In answering any item in this Statement of Eligibility which relates to
matters peculiarly within the knowledge of the obligor and its
directors or officers, the trustee has relied upon information
furnished to it by the obligor.
Inasmuch as this Form T-1 is filed prior to the ascertainment by the
trustee of all facts on which to base responsive answers to Item 2, the
answer to said Item is based on incomplete information.
Item 2, may, however, be considered as correct unless amended by an
amendment to this Form T-1.
Pursuant to General Instruction B, the trustee has responded to Items
1, 2 and 16 of this form since to the best knowledge of the trustee as
indicated in Item 13, the obligor is not in default under any indenture
under which the applicant is trustee.
4
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SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of
1939, the trustee, IBJ Whitehall Bank & Trust Company, a corporation organized
and existing under the laws of the State of New York, has duly caused this
statement of eligibility & qualification to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of New York, and State
of New York, on the 23rd day of February, 1999.
IBJ WHITEHALL BANK & TRUST COMPANY
By: /s/Luis Perez
-----------------------------
Luis Perez
Assistant Vice President
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EXHIBIT 6
CONSENT OF TRUSTEE
Pursuant to the requirements of Section 321(b) of the Trust
Indenture Act of 1939, as amended, in connection with the issuance by Group 1
Automotive, Inc., of its % Senior Subordinated Notes due 2009, we hereby
consent that reports of examinations by Federal, State, Territorial, or District
authorities may be furnished by such authorities to the Securities and Exchange
Commission upon request therefor.
IBJ WHITEHALL BANK & TRUST COMPANY
By: /s/LUIS PEREZ
-----------------------------
Luis Perez
Assistant Vice President
Dated: February 23, 1999
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EXHIBIT 7
CONSOLIDATED REPORT OF CONDITION OF
IBJ SCHRODER BANK & TRUST COMPANY
OF NEW YORK, NEW YORK
AND FOREIGN AND DOMESTIC SUBSIDIARIES
REPORT AS OF DECEMBER 31, 1998
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DOLLAR AMOUNTS
IN THOUSANDS
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ASSETS
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<S> <C>
1. Cash and balance due from depository institutions:
a. Non-interest-bearing balances and currency and coin..........................................$ 26,852
b. Interest-bearing balances....................................................................$ 17,489
2. Securities:
a. Held-to-maturity securities..................................................................$ -0-
b. Available-for-sale securities................................................................$ 207,069
3. Federal funds sold and securities purchased under agreements to resell in
domestic offices of the bank and of its Edge and Agreement subsidiaries and
in IBFs
Federal Funds sold and Securities purchased under agreements to resell...........................$ 80,389
4. Loans and lease financing receivables:
a. Loans and leases, net of unearned income.......................................$ 2,033,599
b. LESS: Allowance for loan and lease losses......................................$ 62,853
c. LESS: Allocated transfer risk reserve..........................................$ -0-
d. Loans and leases, net of unearned income, allowance, and reserves............................$ 1,970,746
5. Trading assets held in trading accounts..........................................................$ 848
6. Premises and fixed assets (including capitalized leases).........................................$ 1,583
7. Other real estate owned..........................................................................$ -0-
8. Investments in unconsolidated subsidiaries and associated companies..............................$ -0-
9. Customers' liability to this bank on acceptances outstanding.....................................$ 340
10. Intangible assets................................................................................$ 11,840
11. Other assets.....................................................................................$ 66,691
12. TOTAL ASSETS.....................................................................................$ 2,383,847
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LIABILITIES
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13. Deposits:
a. In domestic offices..........................................................................$ 804,562
(1) Noninterest-bearing............................................................$ 168,822
(2) Interest-bearing...............................................................$ 635,740
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs................................$ 885,076
(1) Noninterest-bearing............................................................$ 16,554
(2) Interest-bearing...............................................................$ 868,522
14. Federal funds purchased and securities sold under agreements to repurchase
in domestic offices of the bank and of its Edge and Agreement subsidiaries,
and in IBFs:
Federal Funds purchased and Securities sold under agreements to repurchase.......................$ 225,000
15. a. Demand notes issued to the U.S. Treasury......................................................$ 674
b. Trading Liabilities..........................................................................$ 560
16. Other borrowed money:
a. With a remaining maturity of one year or less................................................$ 38,002
b. With a remaining maturity of more than one year..............................................$ 1,375
c. With a remaining maturity of more than three years...........................................$ 1,550
17. Not applicable.
18. Bank's liability on acceptances executed and outstanding.........................................$ 340
19. Subordinated notes and debentures................................................................$ 100,000
20. Other liabilities................................................................................$ 74,502
21. TOTAL LIABILITIES................................................................................$ 2,131,641
22. Limited-life preferred stock and related surplus.................................................$ N/A
EQUITY CAPITAL
23. Perpetual preferred stock and related surplus....................................................$ -0-
24. Common stock.....................................................................................$ 28,958
25. Surplus (exclude all surplus related to preferred stock).........................................$ 210,319
26. a. Undivided profits and capital reserves.......................................................$ 11,655
b. Net unrealized gains (losses) on available-for-sale securities...............................$ 1,274
27. Cumulative foreign currency translation adjustments..............................................$ -0-
28. TOTAL EQUITY CAPITAL.............................................................................$ 252,206
29. TOTAL LIABILITIES AND EQUITY CAPITAL.............................................................$ 2,383,847
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