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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 21, 1999
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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GROUP 1 AUTOMOTIVE, INC.
(Name of registrant as specified in its charter)
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<S> <C>
DELAWARE 76-0506313
(State or other jurisdiction of incorporation or (I.R.S. Employer Identification No.)
organization)
</TABLE>
SEE "TABLE OF ADDITIONAL REGISTRANTS" ON THE FOLLOWING PAGE FOR INFORMATION
RELATING TO THE SUBSIDIARIES OF GROUP 1 AUTOMOTIVE, INC. THAT MAY GUARANTEE
PAYMENTS OWED ON THE DEBT SECURITIES REGISTERED HEREUNDER.
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<S> <C>
950 ECHO LANE, SUITE 350 B.B. HOLLINGSWORTH, JR.
HOUSTON, TEXAS 77024 CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
(713) 467-6268 (713) 467-6268
(Address, including zip code, and telephone number, (Name, address, including zip code, and telephone
including area code, of registrant's principal executive number, including area code, of agent for service)
offices)
</TABLE>
Copy to:
JOHN S. WATSON
VINSON & ELKINS L.L.P.
2300 FIRST CITY TOWER
HOUSTON, TEXAS 77002-6760
(713) 758-2222
(713) 758-2346 (FAX)
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the registration statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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NUMBER OF SHARES TO PROPOSED MAXIMUM
TITLE OF EACH CLASS OF BE SOLD BY SELLING AGGREGATE OFFERING AMOUNT OF REGISTRATION
SECURITIES TO BE REGISTERED STOCKHOLDERS(1) PRICE(2) FEE
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Primary Offering:
Debt Securities...........................................
Preferred Stock...........................................
Depositary Shares.........................................
Common Stock, including attached preferred share purchase
rights..................................................
Guarantees(3).............................................
Total.............................................. $86,000,000(4) $0(4)
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Secondary Offering:
Common Stock.............................................. 883,116 shares $19,042,188(4) $0(4)
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(1) Certain information as to each class of securities to be registered for sale
by Group 1 is not specified in accordance with General Instruction II.D. to
Form S-3 under the Securities Act of 1933, as amended. Subject to note (4)
below, we are registering for issuance and sale an indeterminate dollar
amount of debt securities, preferred stock, depositary shares and common
stock. In addition, these securities may be issued upon conversion or
redemption, or upon the exercise of debt securities, preferred stock or
depositary shares.
(2) The proposed maximum aggregate offering price has been estimated solely to
calculate the registration fee under Rule 457(o).
(3) We are registering the guarantees that may be provided by the subsidiaries
named in the "Table of Additional Registrants" on the following page of the
obligations of Group 1 under the debt securities. No additional
consideration will be received for such guarantees. Pursuant to Rule 457(n)
under the Securities Act, no additional filing fee is required in connection
with such guarantees.
(4) Pursuant to Rule 429 under the Securities Act of 1933, this registration
statement contains a combined prospectus that also relates to $250,000,000
of securities registered on Form S-3, Registration No. 333-69693,
$144,531,000 of which were sold prior to the date hereof. The maximum
aggregate offering price of securities covered by such combined prospectus
is $105,042,188; less the aggregate offering price of securities offered and
sold pursuant to the previous registration statement after the date hereof
and prior to the effective date of this registration statement. The
registration fee that is being paid by the registrants in connection with
this registration statement has been reduced by $29,202, which is
attributable to the previous registration statement.
THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
PURSUANT TO RULE 429 UNDER THE SECURITIES ACT OF 1933, THIS REGISTRATION
STATEMENT CONTAINS A COMBINED PROSPECTUS THAT ALSO RELATES TO $250,000,000 OF
SECURITIES REGISTERED ON FORM S-3, REGISTRATION NO. 333-69693, WHICH WAS
DECLARED EFFECTIVE ON JANUARY 29, 1999 (THE "PREVIOUSLY REGISTERED SECURITIES").
THIS REGISTRATION STATEMENT CONSTITUTES POST EFFECTIVE AMENDMENT NO. 1 TO
REGISTRATION STATEMENT NO. 333-69693 PURSUANT TO WHICH THE TOTAL AMOUNT OF
UNSOLD PREVIOUSLY REGISTERED SECURITIES MAY BE OFFERED AND SOLD AS SECURITIES
THROUGH THE USE OF THE COMBINED PROSPECTUS INCLUDED HEREIN. IN THE EVENT ANY
PREVIOUSLY REGISTERED SECURITIES ARE OFFERED AND SOLD PRIOR TO THE EFFECTIVE
DATE OF THIS REGISTRATION STATEMENT, THE PREVIOUSLY REGISTERED SECURITIES SO
SOLD WILL NOT BE INCLUDED IN ANY PROSPECTUS HEREUNDER.
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TABLE OF ADDITIONAL REGISTRANTS
UNDER REGISTRATION STATEMENT ON FORM S-3
The following subsidiaries of Group 1 Automotive, Inc. are co-registrants
under this registration statement for the purpose of providing guarantees, if
any, of payments on debt securities registered hereunder:
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SUBSIDIARY STATE OF ORGANIZATION IRS EMPLOYER ID NO.
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Southwest Toyota, Inc. Texas 76-0173063
SMC Luxury Cars, Inc. Texas 76-0270456
McCall Automotive Group, Inc. Delaware 76-0603176
Courtesy Nissan, Inc. Texas 75-1905979
Group 1 Ford, Inc. Texas 74-2861544
McKinney Dodge, Inc. Texas 75-2763925
Smith Automotive Group, Inc. Texas 76-0568340
Mike Smith Automotive-H, Inc. Texas 76-0603178
Mike Smith Automotive-N, Inc. Texas 76-0566784
Mike Smith Autoplaza, Inc. Texas 76-0202396
Mike Smith Autoplex, Inc. Texas 76-0561393
Mike Smith Autoplex Buick, Inc. Texas 76-0566787
Mike Smith Autoplex Dodge, Inc. Texas 76-0566783
Mike Smith Autoplex-German Imports, Inc. Texas 76-0566786
Mike Smith Autoplex-V, Inc. Texas 76-0566788
Mike Smith L/M, Inc. Delaware 76-0603180
Mike Smith GM, Inc. Delaware 76-0603181
Round Rock Nissan, Inc. Texas 76-0513858
Smith, Liu & Corbin, Inc. Texas 76-0173063
Smith, Liu & Kutz, Inc. Texas 76-0140051
Town North Imports, Inc. Texas 74-2551405
Town North Nissan, Inc. Texas 74-2360462
Town North Suzuki, Inc. Texas 74-2443143
Bob Howard Automotive-A, Inc. Oklahoma Applied For
Bob Howard Automotive-H, Inc. Oklahoma 73-1443717
Bob Howard Chevrolet, Inc. Oklahoma 73-1329605
Bob Howard Dodge, Inc. Oklahoma 73-1494123
Bob Howard Motors, Inc. Oklahoma 73-1370828
Bob Howard Nissan, Inc. Oklahoma 73-1524179
Howard Automotive Group, Inc. Oklahoma 73-1540344
Howard Pontiac-GMC, Inc. Oklahoma 73-1022200
Foyt Motors, Inc. Texas 76-0237540
Kingwood Motors-H, Inc. Texas 76-0603183
Koons Ford, Inc. Florida 59-1914202
Courtesy Ford, Inc. Florida 76-0558145
Perimeter Ford, Inc. Delaware 76-0558147
Flamingo Ford, Inc. Florida 59-3501408
World Automotive Group, Inc. Florida 65-0817420
Prestige Chrysler Plymouth Northwest, Ltd. Texas (limited partnership) 74-2679593
MMK Interests, Inc. Texas 74-2679591
Prestige Chrysler Plymouth South, Ltd. Texas (limited partnership) 74-2690980
Maxwell Chrysler Plymouth Dodge Jeep Eagle,
Ltd. Texas (limited partnership) 74-2690982
Highland Autoplex, Inc. Texas 74-2873513
Prestige Maxwell, Inc. Delaware 51-0379880
Maxwell Ford, Ltd. Texas (limited partnership) 74-2884783
Maxwell Holdings, Inc. Delaware 51-0382407
Casa Chevrolet Inc. New Mexico 85-0450426
Casa Chrysler Plymouth Jeep Inc. New Mexico 85-0450428
Johns Automotive Group, Inc. New Mexico 76-0603184
Luby Chevrolet Co. Delaware 84-0459450
Lubbock Motors-F, Ltd. Texas (limited partnership) 75-2804514
Lubbock Motors-T, Ltd. Texas (limited partnership) 75-2804659
Lubbock Automotive-M, Inc. Delaware Applied For
</TABLE>
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TABLE OF ADDITIONAL REGISTRANTS
UNDER REGISTRATION STATEMENT ON FORM S-3
<TABLE>
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SUBSIDIARY STATE OF ORGANIZATION IRS EMPLOYER ID NO.
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<S> <C> <C>
Rockwall Automotive-F, Ltd. Texas (limited partnership) 75-2804507
Amarillo Motors-C, Ltd. Texas (limited partnership) 75-2804523
Amarillo Motors-J, Ltd. Texas (limited partnership) 75-2804517
Amarillo Motors-F, Ltd. Texas (limited partnership) 75-2804528
Lubbock Motors, Inc. Texas 75-2822208
Kutz Auto Group, Inc. Texas 75-2824259
Chaperral Dodge, Ltd. Texas (limited partnership) Applied For
Colonial Chrysler-Plymouth, Ltd. Texas (limited partnership) Applied For
Group 1 Holdings-T, Inc. Delaware Applied For
Group 1 Holdings-GM, Inc. Delaware Applied For
Delaware Acquisition-CC, L.L.C. Delaware Applied For
Delaware Acquisition-GM, L.L.C. Delaware 51-0390053
Delaware Acquisition-T, L.L.C. Delaware Applied For
Delaware Acquisition-F, L.L.C. Delaware Applied For
Bob Howard Automotive-East, Inc. Oklahoma 73-1511394
GPI Atlanta, Inc. Delaware 58-2436391
Mike Smith Motors, Inc. Texas 76-0586392
Mike Smith Imports, Inc. Texas 76-0586800
Sunshine Buick Pontiac GMC Truck, Inc. New Mexico 85-0457224
Group 1 Realty, Inc. Delaware Applied For
Bob Howard Automotive-J, Inc. Oklahoma Applied For
Bob Howard German Imports, Inc. Oklahoma Applied For
Bob Howard Automotive-V, Inc. Oklahoma Applied For
Group 1 Holdings, Inc. Delaware Applied For
Group 1 Holdings-N, Inc. Delaware Applied For
</TABLE>
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THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THOSE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THOSE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
SUBJECT TO COMPLETION, DATED JULY 21, 1999
PROSPECTUS
Group 1 Automotive, Inc.
950 Echo Lane, Suite 350
Houston, Texas 77024
(713) 467-6268
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
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We may offer and sell the securities listed above with an aggregate offering
price up to $86 million in connection with this prospectus. In addition, the
stockholders of our company named in this prospectus may sell from time to time
up to 883,116 shares of common stock in connection with this prospectus. We will
provide specific terms of these offerings and securities in supplements to this
prospectus, including whether the debt securities are guaranteed by all of our
subsidiaries.
YOU SHOULD READ THIS PROSPECTUS AND ANY SUPPLEMENT TO THIS PROSPECTUS
CAREFULLY BEFORE YOU INVEST.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
---------------------
This prospectus may not be used to consummate sales of securities unless
accompanied by a prospectus supplement.
This prospectus is dated , 1999.
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TABLE OF CONTENTS
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PAGE
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About This Prospectus....................................... 2
Where You Can Find More Information......................... 2
Cautionary Statement About Forward-Looking Statements....... 3
Disclaimer.................................................. 4
The Company................................................. 4
Use of Proceeds............................................. 4
Ratios of Earnings to Fixed Charges and Earnings to Fixed
Charges plus Dividends.................................... 4
Description of Debt Securities.............................. 5
Description of Capital Stock................................ 10
Depositary Shares........................................... 14
Selling Stockholders........................................ 16
Plan of Distribution........................................ 17
Legal Matters............................................... 18
Experts..................................................... 18
</TABLE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission utilizing a "shelf" registration process.
Under this shelf registration process, we may sell any combination of the
securities described in this prospectus in one or more offerings up to a total
dollar amount of $86 million and the selling stockholders may collectively sell
up to 883,116 shares of common stock in one or more offerings. This prospectus
provides you with a general description of the securities we may offer. Each
time we sell securities we will provide a prospectus supplement that will
contain specific information about the terms of the offering and the securities.
The prospectus supplement may also add, update or change information contained
in this prospectus. Any statement that we make in this prospectus will be
modified or superseded by any inconsistent statement made by us in a prospectus
supplement. You should read both this prospectus and any prospectus supplement
together with additional information described under the heading "Where You Can
Find More Information."
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. Our SEC filings are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file at the SEC's public reference room at 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the regional offices of the SEC located at
7 World Trade Center, Suite 1300, New York, New York 10048 and at 500 West
Madison Street, Suite 1400, Chicago, Illinois 60661. You may obtain information
on the operation of the SEC's public reference room in Washington, D.C. by
calling the SEC at 1-800-SEC-0330.
Our common stock is listed on the New York Stock Exchange under the symbol
"GPI." Our reports, proxy statements and other information may be read and
copied at the New York Stock Exchange at 30 Broad Street, New York, New York
10005.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
an important part of this prospectus, and information that we file later with
the SEC will automatically update and supersede this information. We incorporate
by reference the
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documents listed below and any further filings made with the SEC under Sections
13(a), 13(c), 14, or 15(d) of the Securities Exchange Act until we sell all of
the securities or we terminate this offering:
- Our Annual Report on Form 10-K for the year ended December 31, 1998;
- Our Quarterly Report on Form 10-Q for the quarter ended March 31, 1999;
- Our Current Reports on Form 8-K, filed January 25, 1999, January 26,
1999, February 5, 1999, February 24, 1999, March 5, 1999, April 6, 1999,
April 28, 1999 and May 25, 1999; and
- The description of the common stock contained in our Form 8-A dated
October 7, 1997.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Scott L. Thompson
Senior Vice President -- Chief Financial Officer & Treasurer
Group 1 Automotive, Inc.
950 Echo Lane, Suite 350
Houston, Texas 77024
(713) 467-6268
You should rely only on the information incorporated by reference or
provided in this prospectus or any prospectus supplement. We have not authorized
anyone else to provide you with different information. We are not making an
offer of these securities in any state where the offer is not permitted. You
should not assume that the information in this prospectus or any prospectus
supplement is accurate as of any date other than the date on the front of those
documents.
CAUTIONARY STATEMENT ABOUT FORWARD-LOOKING STATEMENTS
This prospectus contains statements that constitute "forward-looking
statements" within the meaning of Section 27A of the Securities Act and Section
21E of the Securities Exchange Act. These statements appear in a number of
places in this prospectus and include statements regarding our plans, beliefs or
current expectations, including those plans, beliefs and expectations of our
officers and directors with respect to, among other things:
- future acquisitions;
- expected future cost savings;
- future capital expenditures;
- trends affecting our future financial condition or results of operations;
and
- our business strategy regarding future operations.
Any such forward-looking statements are not assurances of future
performance and involve risks and uncertainties. Actual results may differ
materially from anticipated results for a number of reasons, including:
- industry conditions;
- future demand for new and used vehicles;
- restrictions imposed on us by automobile manufacturers;
- the ability to obtain the consents of automobile manufacturers to our
acquisitions;
- the availability of capital resources; and
- the willingness of acquisition candidates to accept our common stock as
currency.
The information contained in our annual report for the year ended December
31, 1998 on Form 10-K identifies additional factors that could affect our
operating results and performance. We urge you to carefully consider those
factors.
All forward-looking statements attributable to us are expressly qualified
in their entirety by this cautionary statement.
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DISCLAIMER
None of our automobile manufacturers has been involved, directly or
indirectly, in the preparation of this prospectus or in any offering made
hereby. No manufacturer has made any statements or representations in connection
with the offering or has provided any information or materials that were used in
connection with the offering, and no manufacturer has any responsibility for the
accuracy or completeness of this prospectus.
THE COMPANY
We are a leading operator and consolidator in the highly fragmented
automotive retailing industry. We currently operate 76 automobile dealership
franchises representing 25 different brands of automobiles and 15 collision
service centers located in Texas, Oklahoma, Florida, New Mexico, Georgia and
Colorado. Through our dealerships, we sell new and used cars and light trucks,
provide maintenance and repair services, sell replacement parts and arrange
related financing, vehicle service and insurance contracts.
We were incorporated in Delaware in December 1995. We began operating
automobile dealerships in November 1997 when we acquired our four "founding
groups" in four separate simultaneous transactions. Our founding groups owned 30
dealership franchises.
Our corporate headquarters is located in Houston, Texas at 950 Echo Lane,
Suite 350, Houston, Texas 77024 (telephone: (713) 467-6268).
USE OF PROCEEDS
Unless otherwise provided in a prospectus supplement, we will use the net
proceeds from the sale of the securities offered by this prospectus and any
prospectus supplement for our general corporate purposes, which may include
repayment of indebtedness, the acquisition of additional automobile dealerships,
additions to our working capital, and capital expenditures.
We will not receive any proceeds from the sale of common stock by the
selling stockholders.
RATIOS OF EARNINGS TO FIXED CHARGES AND
EARNINGS TO FIXED CHARGES PLUS DIVIDENDS
The following table contains our consolidated ratios of earnings to fixed
charges and earnings to fixed charges plus dividends for the periods indicated.
Since we did not commence dealership operations until November 1997, only the
financial information for periods after October 1997 reflects our combined
dealership operations. The financial information for periods prior to November
1997 are the results of the Howard Group, one of the founding groups.
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THREE MONTHS
ENDED
YEAR ENDED DECEMBER 31, MARCH 31,
-------------------------------- ------------
1994 1995 1996 1997 1998 1999
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Ratio of earnings to fixed charges............. 1.86 1.98 2.32 2.16 2.60 2.37
Ratio of earnings to fixed charges plus
dividends.................................... 1.86 1.98 2.32 2.16 2.60 2.37
</TABLE>
For purposes of computing the ratios of earnings to fixed charges and
earnings to fixed charges plus dividends: (1) earnings consist of income before
provision for income taxes plus fixed charges (excluding capitalized interest)
and (2) fixed charges consist of interest expensed and capitalized, amortization
of debt discount and expense relating to indebtedness and the portion of rental
expense representative of the interest factor attributable to leases for rental
property. There were no dividends paid or accrued during the periods presented
above.
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DESCRIPTION OF DEBT SECURITIES
The Debt Securities will be either our senior debt securities ("Senior Debt
Securities") or our subordinated debt securities ("Subordinated Debt
Securities"). The Senior Debt Securities and the Subordinated Debt Securities
will be issued under separate Indentures among us, our subsidiaries, if our
subsidiaries are guarantors of the Debt Securities, and a U.S. banking
institution (a "Trustee"). Senior Debt Securities will be issued under a "Senior
Indenture" and Subordinated Debt Securities will be issued under a "Subordinated
Indenture." Together the Senior Indenture and the Subordinated Indenture are
called "Indentures."
The Debt Securities may be issued from time to time in one or more series.
The particular terms of each series which are offered by a prospectus supplement
will be described in the prospectus supplement.
We have summarized selected provisions of the Indentures below. The summary
is not complete. The forms of each Indenture have been filed as exhibits to the
registration statement and you should read the Indentures for provisions that
may be important to you. In the summary below we have included references to
section numbers of the applicable Indentures so that you can easily locate these
provisions. Whenever we refer in this prospectus or in the prospectus supplement
to particular sections or defined terms of the Indentures, such sections or
defined terms are incorporated by reference in this prospectus or the prospectus
supplement, as applicable. Capitalized terms used in the summary have the
meanings specified in the Indentures.
GENERAL
The Indentures provide that Debt Securities in separate series may be
issued from time to time without limitation as to aggregate principal amount. We
may specify a maximum aggregate principal amount for the Debt Securities of any
series. (Section 301) We will determine the terms and conditions of the Debt
Securities, including the maturity, principal and interest, but those terms must
be consistent with the Indenture. The Debt Securities will be our unsecured
obligations.
The Subordinated Debt Securities will be subordinated in right of payment
to the prior payment in full of all of our Senior Debt (as defined) as described
under "-- Subordination of Subordinated Debt Securities" and in the prospectus
supplement applicable to any Subordinated Debt Securities.
If specified in the prospectus supplement, our subsidiaries (the
"Subsidiary Guarantors") will unconditionally guarantee (the "Subsidiary
Guarantees") on a joint and several basis the Debt Securities as described under
"Subsidiary Guarantees" and in the prospectus supplement. The Subsidiary
Guarantees will be unsecured obligations of each Subsidiary Guarantor.
The applicable prospectus supplement will set forth the price or prices at
which the Debt Securities to be offered will be issued and will describe the
following additional terms:
- the title of the Debt Securities;
- whether the Debt Securities are Senior Debt Securities or Subordinated
Debt Securities;
- whether the Subsidiary Guarantors will provide Subsidiary Guarantees of
the Debt Securities;
- the total principal amount of the Debt Securities;
- the dates on which the principal of the Debt Securities will be payable;
- the interest rate of the Debt Securities and the interest payment dates
for the Debt Securities;
- the places where payments on the Debt Securities will be payable;
- any terms upon which the Debt Securities may be redeemed at our option;
- any sinking fund or other provisions that would obligate us to repurchase
or otherwise redeem the Debt Securities;
- the portion of the principal amount, if less than all, of the Debt
Securities which will be payable upon declaration of acceleration of the
Maturity of the Debt Securities;
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- if convertible into our common stock or any of our other securities, the
terms on which such Debt Securities are convertible;
- whether the Debt Securities are defeasible;
- any addition to or change in the Events of Default;
- any addition to or change in the covenants in the applicable Indenture;
and
- any other terms of the Debt Securities not inconsistent with the
provisions of the applicable Indenture. (Section 301)
Debt Securities may be sold at a substantial discount below their principal
amount. Special United States federal income tax considerations applicable to
Debt Securities sold at an original issue discount may be described in the
applicable prospectus supplement. In addition, special United States federal
income tax or other considerations applicable to any Debt Securities that are
denominated in a currency other than United States dollars may be described in
the applicable prospectus supplement.
SUBORDINATION OF SUBORDINATED DEBT SECURITIES
The indebtedness evidenced by the Subordinated Debt Securities will, to the
extent set forth in the Subordinated Indenture with respect to each series of
Subordinated Debt Securities, be subordinate in right of payment to the prior
payment in full of all of our Senior Debt, including the Senior Debt Securities.
The prospectus supplement relating to any Subordinated Debt Securities will
summarize the subordination provisions of the Subordinated Indenture applicable
to that series including:
- the applicability and effect of such provisions upon any payment or
distribution of our assets to creditors upon any liquidation, bankruptcy,
insolvency or similar proceedings;
- the applicability and effect of such provisions in the event of specified
defaults with respect to Senior Debt, including the circumstances under
which and the periods in which we will be prohibited from making payments
on the Subordinated Debt Securities; and
- the definition of Senior Debt applicable to the Subordinated Debt
Securities of that series.
The failure to make any payment on any of the Subordinated Debt Securities
due to the subordination provisions of the Subordinated Indenture described in
the prospectus supplement will not prevent the occurrence of an Event of Default
under the Subordinated Debt Securities arising from any such failure to make
payment.
CONVERSION RIGHTS
The Debt Securities may be converted into other securities of our company,
if at all, according to the terms and conditions of an applicable prospectus
supplement. Such terms will include the conversion price, the conversion period,
provisions as to whether conversion will be at the option of the holders of such
series of Debt Securities or at the option of our company, the events requiring
an adjustment of the conversion price and provisions affecting conversion in the
event of the redemption of such series of Debt Securities.
SUBSIDIARY GUARANTEES
If specified in the prospectus supplement, the Subsidiary Guarantors will
guarantee the Debt Securities of a series. Unless otherwise indicated in the
prospectus supplement, the following provisions will apply to the Subsidiary
Guarantees of the Subsidiary Guarantors.
Subject to the limitations described below and in the prospectus
supplement, the Subsidiary Guarantors will, jointly and severally,
unconditionally guarantee the performance and punctual payment when due, of all
our obligations under the Indentures and the Debt Securities of a series (the
"Guaranteed Obligations"). The Subsidiary Guarantors will also pay, in addition
to the amount stated above, any and all expenses (including reasonable counsel
fees and expenses) incurred by the applicable Trustee in enforcing any rights
under a Subsidiary Guarantee with respect to a Subsidiary Guarantor.
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In the case of Subordinated Debt Securities, a Subsidiary Guarantor's
Subsidiary Guarantee will be subordinated in right of payment to the Senior Debt
of such Subsidiary Guarantor on the same basis as the Subordinated Debt
Securities are subordinated to our Senior Debt. No payment will be made by any
Subsidiary Guarantor under its Subsidiary Guarantee during any period in which
payments by us on the Subordinated Debt Securities are suspended by the
subordination provisions of the Subordinated Indenture.
Each Subsidiary Guarantee will be limited in amount to an amount not to
exceed the maximum amount that can be guaranteed by the relevant Subsidiary
Guarantor without rendering such Subsidiary Guarantee voidable under applicable
law relating to fraudulent conveyance or fraudulent transfer or similar laws
affecting the rights of creditors generally.
Each Subsidiary Guarantee will be a continuing guarantee and will:
- remain in full force and effect until either (a) payment in full of all
the Guaranteed Obligations (or the applicable Debt Securities are
defeased and discharged in accordance with the defeasance provisions of
the Indentures) or (b) released as described in the following paragraph,
- be binding upon each Subsidiary Guarantor and
- inure to the benefit of and be enforceable by the applicable Trustee, the
holders and their successors, transferees and assigns.
In the event that a Subsidiary Guarantor ceases to be a Restricted
Subsidiary, whether as a result of a disposition of all of the assets or all of
the capital stock of such Subsidiary Guarantor, by way of sale, merger,
consolidation or otherwise, such Subsidiary Guarantor will be deemed released
and relieved of its obligations under its Subsidiary Guarantee without any
further action required on the part of the Trustee or any holder and no other
person acquiring or owning the assets or capital stock of such Subsidiary
Guarantor (if not otherwise a Restricted Subsidiary) will be required to enter
into a Subsidiary Guarantee; provided, in each case, that the transaction or
transactions resulting in such Subsidiary Guarantor's ceasing to be a Restricted
Subsidiary are carried out pursuant to and in compliance with all of the
applicable covenants in the Indenture. In addition, the prospectus supplement
may specify additional circumstances under which a Subsidiary Guarantor can be
released from its Subsidiary Guarantee.
FORM, EXCHANGE AND TRANSFER
The Debt Securities of each series will be issuable only in fully
registered form, without coupons, and, unless otherwise specified in the
applicable prospectus supplement, only in denominations of $1,000 and integral
multiples thereof. (Section 302)
Subject to the terms of the applicable Indenture and the limitations
applicable to Global Securities, Debt Securities may be transferred or exchanged
at the corporate trust office of the Trustee or at any other office or agency
maintained by our company for such purpose, without the payment of any service
charge except for any tax or governmental charge. (Sections 305 and 1002)
GLOBAL SECURITIES
The Debt Securities of any series may be issued, in whole or in part, by
one or more global certificates that will be deposited with a depositary
identified in the applicable prospectus supplement.
No global security may be exchanged in whole or in part for Debt Securities
registered in the name of any person other than the depositary for such global
security or any nominee of such depositary unless:
- the depositary is unwilling or unable to continue as depositary;
- an Event of Default has occurred and is continuing; or
- as otherwise provided in a prospectus supplement.
Unless otherwise stated in any prospectus supplement, the Depository Trust
Company ("DTC") will act as depositary. Beneficial interests in global
certificates will be shown on, and transfers of global certificates will be
affected only through, records maintained by DTC and its participants.
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PAYMENT
Unless otherwise indicated in the applicable prospectus supplement, payment
of interest on a Debt Security on any interest payment date will be made to the
person in whose name such Debt Security is registered at the close of business
on the regular record date for such interest. (Section 307)
Unless otherwise indicated in the applicable prospectus supplement,
principal, interest and any premium on the Debt Securities will be paid at
designated places. However, at our option, payment may be made by check mailed
to persons in whose names the Debt Securities are registered on days specified
in the Indenture or any prospectus supplement. (Sections 1002 and 1003)
CONSOLIDATION, MERGER AND SALE OF ASSETS
We may consolidate with or merge into, or sell or lease substantially all
of our properties to any person if:
- the successor person (if any) is a corporation, partnership, trust or
other entity organized and validly existing under the laws of any
domestic jurisdiction and assumes our obligations on the Debt Securities
and under the Indentures;
- immediately after giving effect to the transaction, no Event of Default,
and no event which, after notice or lapse of time or both, would become
an Event of Default, shall have occurred and be continuing; and
- any other conditions specified in the applicable prospectus supplement
are met. (Section 801)
EVENTS OF DEFAULT
Unless otherwise specified in the prospectus supplement, each of the
following will constitute an Event of Default under the applicable Indenture
with respect to Debt Securities of any series:
- failure to pay principal or premium on any Debt Security of that series
when due;
- failure to pay any interest on any Debt Security of that series when due,
continued for 30 days;
- failure to deposit any sinking fund payment, when due, on any Debt
Security of that series;
- failure to perform or comply with the provisions described under
"Consolidation, Merger and Sale of Assets";
- failure to perform any of our other covenants in Indenture for 60 days
after being given written notice;
- default under the terms of any instrument evidencing or securing any of
our Debt or any Restricted Subsidiary having an outstanding principal
amount of $10 million individually or in the aggregate which default
results in the acceleration of the payment of all or any portion of such
Debt (which acceleration is not rescinded within a period of 10 days from
the occurrence of such acceleration) or constitutes the failure to pay
all or any portion of the principal amount of such Debt when due;
- the rendering of a final judgment or judgments against us or any
Restricted Subsidiary in an amount in excess of $10 million which remains
undischarged or unstayed for a period of 60 days after the date on which
the right to appeal has expired;
- certain events of bankruptcy, insolvency or reorganization affecting us,
any Significant Restricted Subsidiary or any group of Restricted
Subsidiaries that together would constitute a Significant Restricted
Subsidiary; and
- in the case of Debt Securities guaranteed by any Subsidiary Guarantor,
the Subsidiary Guarantee of any Subsidiary Guarantor is held by a final
non-appealable order or judgment of a court of competent jurisdiction to
be unenforceable or invalid or ceases for any reason to be in full force
and
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effect (other than in accordance with the terms of the applicable
Indenture) or any Subsidiary Guarantor or any person acting on behalf of
any Subsidiary Guarantor denies or disaffirms such Subsidiary Guarantor's
obligations under its Subsidiary Guarantee (other than by reason of a
release of such Subsidiary Guarantor from its Subsidiary Guarantee in
accordance with the terms of the applicable Indenture). (Section 501)
If an Event of Default (other than as a result of bankruptcy, insolvency or
reorganization) for any series of Debt Securities occurs and continues, the
applicable Trustee or the holders of at least 25% in aggregate principal amount
of the outstanding Debt Securities of that series may declare the principal
amount of the Debt Securities of that series (or, such portion of the principal
amount of such Debt Securities as may be specified in a prospectus supplement)
to be due and payable immediately. If an Event of Default results from
bankruptcy, insolvency or reorganization, the principal amount of all the Debt
Securities of a series (or, such portion of the principal amount of such Debt
Securities as may be specified in a prospectus supplement) will automatically
become immediately due and payable. If an acceleration occurs, subject to
specified conditions, the holders of a majority of the aggregate principal
amount of the outstanding Debt Securities of that series may rescind and annul
such acceleration. (Section 502)
Other than its duties in case of an Event of Default, a Trustee is not
obligated to exercise any of its rights or powers under the applicable Indenture
at the request or direction of any of the holders, unless the holders offer the
Trustee reasonable indemnity. (Section 603) Subject to the indemnification of
the Trustees, the holders of a majority in aggregate principal amount of the
outstanding Debt Securities of any series may direct the time, method and place
of conducting any proceeding for any remedy available to the Trustee or
exercising any trust or power conferred on the Trustee with respect to the Debt
Securities of that series. (Section 512)
The holders of Debt Securities of any series will not have any right to
institute any proceeding with respect to the applicable Indenture unless:
- holder previously gave written notice to the Trustee of an Event of
Default;
- the holders of at least 25% in aggregate principal amount of the
outstanding Debt Securities of that series have made written request, and
such holder or holders have offered reasonable indemnity, to the Trustee
to institute such proceeding as trustee; and
- the Trustee fails to institute such proceeding, and has not received from
the holders of a majority in aggregate principal amount of the
outstanding Debt Securities of that series a direction inconsistent with
such request, within 60 days after such notice, request and offer.
(Section 507)
However, such limitations do not apply to a suit instituted by a holder of
a Debt Security for the enforcement of payment of the principal, interest or
premium on such Debt Security on or after the applicable due date specified in
such Debt Security. (Section 508)
We will be required to furnish to each Trustee annually a statement by
certain of our officers as to whether or not we are in default in the
performance of any of the terms of the applicable Indenture. (Section 1004)
MODIFICATION AND WAIVER
Under each Indenture, our rights and obligations and the rights of holders
may be modified with the consent of the holders of a majority in aggregate
principal amount of the outstanding Debt Securities of each series affected by
the modification. No modification of the principal or interest payment terms,
and no modification reducing the percentage required for modifications, is
effective against any holder without its consent. (Section 1004)
DEFEASANCE AND COVENANT DEFEASANCE
If and to the extent indicated in the applicable prospectus supplement, we
may elect, at our option at any time, to have the provisions of the Indentures,
relating to defeasance and discharge of indebtedness
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and to defeasance of certain restrictive covenants applied to the Debt
Securities of any series, or to any specified part of a series. (Section 1501)
Defeasance and Discharge. The Indentures provide that, upon our exercise
of our option (if any) we will be discharged from all our obligations with
respect to the applicable Debt Securities upon the deposit in trust for the
benefit of the holders of such Debt Securities of money or U.S. Government
Obligations, or both, which, through the payment of principal and interest in
respect thereof in accordance with their terms, will provide money in an amount
sufficient to pay the principal of and any premium and interest on such Debt
Securities on the respective stated maturities in accordance with the terms of
the applicable Indenture and such Debt Securities. Any additional conditions to
the discharge of our obligations with respect to a series of Debt Securities
will be described in an applicable prospectus supplement. (Sections 1502 and
1504)
Defeasance of Certain Covenants. The Indentures provide that, upon our
exercise of our option (if any), we may omit to comply with specified
restrictive covenants as described in an applicable prospectus supplement and
the occurrence of specified Events of Default as described in an applicable
prospectus supplement, will not be deemed to either be or result in an Event of
Default and, if such Debt Securities are Subordinated Debt Securities, the
provisions of the Subordinated Indenture relating to subordination will cease to
be effective, in each case with respect to such Debt Securities. In order to
exercise such option, we must deposit, in trust for the benefit of the holders
of such Debt Securities, money or U.S. government obligations, or both, which,
through the payment of principal and interest in respect thereof in accordance
with their terms, will provide money in an amount sufficient to pay the
principal of and any premium and interest on such Debt Securities on the
respective stated maturities in accordance with the terms of the applicable
Indenture and such Debt Securities. Any additional conditions to exercising this
option with respect to a series of Debt Securities will be described in an
applicable prospectus supplement. (Sections 1503 and 1504)
NOTICES
Notices to holders of Debt Securities will be given by mail to the
addresses of such holders as they may appear in the security register. (Sections
101 and 106)
TITLE
We, the Subsidiary Guarantors, the Trustees and any agent of us, the
Subsidiary Guarantors or a Trustee may treat the Person in whose name a Debt
Security is registered as the absolute owner of the Debt Security, whether or
not such Debt Security may be overdue for the purpose of making payment and for
all other purposes. (Section 308)
GOVERNING LAW
The Indentures and the Debt Securities will be governed by, and construed
in accordance with, the law of the State of New York. (Section 112)
DESCRIPTION OF CAPITAL STOCK
As of June 30, 1999, our authorized capital stock was 51,000,000 shares.
Those shares consisted of: (a) 1,000,000 shares of preferred stock, none of
which were outstanding; and (b) 50,000,000 shares of common stock, of which
21,209,041 shares were outstanding.
COMMON STOCK
Subject to any special voting rights of any series of preferred stock that
we may issue in the future, the holders of the common stock may vote one vote
for each share held on all matters voted upon by our stockholders, including the
election of our directors. Holders of common stock may not cumulate their votes
in elections of directors.
Subject to the rights of any then outstanding shares of preferred stock,
the holders of common stock may receive such dividends as our board of directors
may declare in its discretion out of legally available
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funds. Holders of common stock will share equally in our net assets upon
liquidation after payment or provision for all liabilities and any preferential
liquidation rights of any preferred stock then outstanding. The holders of
common stock have no preemptive rights to purchase our shares of stock. Shares
of common stock are not subject to any redemption provisions and are not
convertible into any of our other securities. All outstanding shares of common
stock are fully paid and non-assessable. Any additional common stock we issue
will also be fully paid and non-assessable.
PREFERRED STOCK
The prospectus supplement will specify any terms of any series of preferred
stock offered by it including:
- the series, the number of shares offered and the liquidation value of the
preferred stock,
- the price at which the preferred stock will be issued,
- the dividend rate, the dates on which the dividends will be payable and
other terms relating to the payment of dividends on the preferred stock,
- the liquidation preference of the preferred stock,
- the voting rights of the preferred stock,
- whether the preferred stock is redeemable or subject to a sinking fund,
and the terms of any such redemption or sinking fund,
- whether the preferred stock is convertible or exchangeable for any other
securities, and the terms of any such conversion, and
- any additional rights, preferences, qualifications, limitations and
restrictions of the preferred stock.
The description of the terms of the preferred stock to be set forth in an
applicable prospectus supplement will not be complete and will be subject to and
qualified in its entirety by reference to the statement of resolution relating
to the applicable series of preferred stock. The registration statement of which
this prospectus forms a part will include the statement of resolution as an
exhibit or incorporate it by reference.
We may issue preferred stock from time to time in one or more series.
Subject to the provisions of our certificate of incorporation and limitations
prescribed by law, our board of directors may adopt resolutions to issue the
shares of preferred stock, to fix the number of shares, and to change the number
of shares constituting any series and establish the voting powers, designations,
preferences and relative participating, optional or other special rights,
qualifications, limitations or restrictions thereof, including dividend rights
(including whether dividends are cumulative), dividend rates, terms of
redemption (including sinking fund provisions), redemption prices, conversion
rights and liquidation preferences of the shares constituting any series of
preferred stock, in each case without any further action or vote by our
stockholders.
Undesignated preferred stock may enable our board of directors to render
more difficult or to discourage an attempt to obtain control of us by means of a
tender offer, proxy contest, merger or otherwise, and to thereby protect the
continuity of our management. The issuance of shares of preferred stock may
adversely affect the rights of the holders of our common stock or any existing
preferred stock. For example, any preferred stock issued may rank prior to our
common stock or any existing preferred stock as to dividend rights, liquidation
preference or both, may have full or limited voting rights and may be
convertible into shares of common stock or any existing preferred stock. As a
result, the issuance of shares of preferred stock may discourage bids for our
common stock or may otherwise adversely affect the market price of our common
stock or any existing preferred stock.
ANTI-TAKEOVER PROVISIONS
Provisions of our certificate of incorporation and bylaws and our
stockholders' rights plan may encourage persons considering unsolicited tender
offers or other unilateral takeover proposals to negotiate with our board of
directors rather than pursue non-negotiated takeover attempts.
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Classified Board of Directors and Limitations on Removal of Directors. Our
board of directors is divided into three classes. The directors of each class
are elected for three-year terms, and the terms of the three classes are
staggered so that directors from a single class are elected at each annual
meeting of stockholders. Stockholders may remove a director only for cause and
upon the vote of holders of at least 80% of the voting power of the outstanding
shares of common stock. In general, our board of directors, not the
stockholders, has the right to appoint persons to fill vacancies on the board of
directors.
No Written Consent by Stockholders. Our certificate of incorporation
provides that any action required or permitted to be taken by our stockholders
must be taken at a duly called annual or special meeting of our stockholders.
Special meetings of our stockholders may be called only by our board of
directors.
Business Combinations under Delaware Law. We are a Delaware corporation
and are subject to Section 203 of the Delaware General Corporation Law. Section
203 prevents an interested stockholder, a person who owns 15% or more of our
outstanding voting stock, from engaging in business combinations with us for
three years following the date that the person becomes an interested
stockholder. These restrictions do not apply if:
- before the person becomes an interested stockholder, our board of
directors approves the transaction in which the interested stockholder
becomes an interested stockholder or the business combination;
- upon completion of the transaction that results in the person becoming an
interested stockholder, the interested stockholder owns at least 85% of
our outstanding voting stock at the time the transaction commenced; or
- following the transaction in which the person becomes an interested
stockholder, the business combination is approved by our board of
directors and, at a meeting of our stockholders, by the holders of at
least two-thirds of our outstanding voting stock not owned by the
interested stockholder.
The law defines the term "business combination" to encompass a wide variety
of transactions with or caused by an interested stockholder, including mergers,
asset sales and other transactions in which the interested stockholder receives
or could receive a benefit on other than a pro rata basis with other
stockholders. This law could have an anti-takeover effect with respect to
transactions not approved in advance by our board of directors, including
discouraging takeover attempts that might result in a premium over the market
price for the shares of our common stock.
Stockholders' Rights Plan. Our board of directors has adopted a
stockholders' rights plan. Under the rights plan, each right entitles the
registered holder under the circumstances described below to purchase from us
one one-thousandth of a share of our junior participating preferred stock at a
price of $65 per one one-thousandth of a share, subject to adjustment. The
following is a summary of certain terms of the rights plan. The rights plan is
filed as an exhibit to the registration statement of which this prospectus is a
part and this summary is qualified by reference to the specific terms of the
rights plan.
Until the date of distribution of the rights to stockholders, the rights
attach to all common stock certificates representing outstanding shares. No
separate right certificate will be distributed. A right is issued for each share
of common stock issued. The rights will separate from the common stock and be
distributed to our stockholders upon the earlier of:
- 10 business days following a public announcement that a person or group
of affiliated or associated persons has acquired beneficial ownership of
20% or more of our outstanding voting shares, or
- 10 business days following the commencement or announcement of an
intention to commence a tender offer or exchange offer the consummation
of which would result in the person or group beneficially owning 20% or
more of our outstanding voting shares.
Until the date of distribution of the rights or the earlier of redemption
or expiration of the rights, the rights are evidenced by the certificates
representing the common stock. As soon as practicable following the date of
distribution of the rights, separate certificates evidencing the rights will be
mailed to holders of
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record of the common stock as of the close of business on the Distribution Date
and such separate certificates alone will thereafter evidence the rights.
The rights are not exercisable until the date they are distributed. The
rights will expire on November 4, 2007, unless the expiration date is extended
or the rights are earlier redeemed or exchanged.
If a person or group acquires 20% or more of our voting shares, each right
then outstanding (other than rights beneficially owned by the person or group
who acquires 20% of our voting shares) becomes a right to buy that number of
shares of common stock (or under certain circumstances, the equivalent number of
one one-thousandths of a participating preferred stock) that at the time of such
acquisition has a market value of two times the purchase price of the right.
If we are acquired in a merger or other business combination transaction or
assets constituting more than 50% of our consolidated assets or producing more
than 50% of our earning power or cash flow are sold, proper provision will be
made so that each holder of a right will have the right to receive, upon the
exercise of the right at the then current purchase price of the right, that
number of shares of common stock of the acquiring company which at the time of
such transaction has a market value of two times the purchase price of the
right.
The dividend and liquidation rights, and the non-redemption feature, of the
participating preferred stock are designed so that the value of one
one-thousandth of a share of participating preferred stock purchasable upon
exercise of each right will approximate the value of one share of common stock.
The participating preferred stock issuable upon exercise of the rights will be
non-redeemable and rank junior to all other series of our preferred stock. Each
whole share will be entitled to receive a quarterly preferential dividend in an
amount per share equal to the greater of (1) $1.00 in cash, or (2) in the
aggregate, 1,000 times the dividend declared on the common stock. In the event
of liquidation, the holders of the shares may receive a preferential liquidation
payment equal to the greater of (a) $1,000 per share, or (b) in the aggregate,
1,000 times the payment made on the shares of common stock. In the event of any
merger, consolidation or other transaction in which the shares of common stock
are exchanged for or changed into other stock or securities, cash or other
property, each whole share of participating preferred stock will be entitled to
receive 1,000 times the amount received per share of common stock. Each whole
share of participating preferred stock will be entitled to 1,000 votes on all
matters submitted to a vote of our stockholders and the shares will generally
vote together as one class with the common stock and any other capital stock on
all matters submitted to a vote of our stockholders.
The number of outstanding rights and the number of one one-thousandths of a
share of participating preferred stock or other securities or property issuable
upon exercise of the rights, and the purchase price payable, may be adjusted
from time to time to prevent dilution.
At any time after a person or group of affiliated or associated persons
acquires beneficial ownership of 20% or more of our outstanding voting shares
and before a person or group acquires beneficial ownership of 50% or more of our
outstanding voting shares our board of directors may, at its option, issue
common stock in mandatory redemption of, and in exchange for, all or part of the
then outstanding and exercisable rights (other than rights owned by such person
or group which would become null and void) at an exchange ratio of one share of
common stock (or one one-thousandth of a share of participating preferred stock)
for each two shares of common stock for which each right is then exercisable,
subject to adjustment.
At any time prior to the first public announcement that a person or group
has become the beneficial owner of 20% or more of our outstanding voting shares,
our board of directors may redeem all but not less than all the then outstanding
rights at a price of $0.01 per right. The redemption of the rights may be made
on the terms established by our board of directors. Immediately upon the action
of our board of directors ordering redemption of the rights, the right to
exercise the rights will terminate and the only right of the holders of rights
will be to receive the redemption price.
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LIMITATION OF LIABILITY OF OFFICERS AND DIRECTORS
Delaware law authorizes corporations to limit or eliminate the personal
liability of officers and directors to corporations and their stockholders for
monetary damages for breach of officers' and directors' fiduciary duty of care.
The duty of care requires that, when acting on behalf of the corporation,
officers and directors must exercise an informed business judgment based on all
material information reasonably available to them. Absent the limitations
authorized by Delaware law, officers and directors are accountable to
corporations and their stockholders for monetary damages for conduct
constituting gross negligence in the exercise of their duty of care. Delaware
law enables corporations to limit available relief to equitable remedies such as
injunction or rescission.
Our certificate of incorporation limits the liability of our officers and
directors to us and our stockholders to the fullest extent permitted by Delaware
law. Specifically, our officers and directors will not be personally liable for
monetary damages for breach of an officer's or director's fiduciary duty in such
capacity, except for liability
- for any breach of the officer's or director's duty of loyalty to us or
our stockholders,
- for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law,
- for unlawful payments of dividends or unlawful stock repurchases or
redemptions as provided in Section 174 of the Delaware General
Corporation law, or
- for any transaction from which the officer or director derived an
improper personal benefit.
The inclusion of this provision in our certificate of incorporation may
reduce the likelihood of derivative litigation against our officers and
directors, and may discourage or deter stockholders or management from bringing
a lawsuit against our officers and directors for breach of their duty of care,
even though such an action, if successful, might have otherwise benefitted us
and our stockholders.
Both our certificate of incorporation and bylaws provide indemnification to
our officers and directors and certain other persons with respect to certain
matters to the maximum extent allowed by Delaware law as it exists now or may
hereafter be amended. These provisions do not alter the liability of officers
and directors under federal securities laws and do not affect the right to sue
(nor to recover monetary damages) under federal securities laws for violations
thereof.
TRANSFER AGENT AND REGISTRAR
Our transfer agent and registrar of the common stock, as well as the rights
agent under our rights plan, is ChaseMellon Shareholder Services, L.L.C.
DEPOSITARY SHARES
GENERAL
We may offer fractional shares of preferred stock, rather than full shares
of preferred stock. If we decide to offer fractional shares of preferred stock,
we will issue receipts for depositary shares. Each depositary share will
represent a fraction of a share of a particular series of preferred stock. The
prospectus supplement will indicate that fraction. The shares of preferred stock
represented by depositary shares will be deposited under a deposit agreement
between us and a depositary. The depositary will be a bank or trust company that
meets certain requirements and is selected by us. Each owner of a depositary
share will be entitled to all the rights and preferences of the preferred stock
represented by the depositary share. The depositary shares will be evidenced by
depositary receipts issued pursuant to the deposit agreement. Depositary
receipts will be distributed to those persons purchasing the fractional shares
of preferred stock in accordance with the terms of the offering.
We have summarized selected provisions of the deposit agreement and the
depositary receipts. The summary is not complete. The forms of the deposit
agreement and the depositary receipts are filed as exhibits to the registration
statement and you should read such documents for provisions that may be
important to you.
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DIVIDENDS AND OTHER DISTRIBUTIONS
If we pay a cash distribution or dividend on a series of preferred stock
represented by depositary shares, the depositary will distribute such dividends
to the record holders of such depositary shares. If the distributions are in
property other than cash, the depositary will distribute the property to the
record holders of the depositary shares. However, if the depositary determines
that it is not feasible to make the distribution of property, the depositary
may, with our approval, sell such property and distribute the net proceeds from
such sale to the holders of the preferred stock.
REDEMPTION OF DEPOSITARY SHARES
If we redeem a series of preferred stock represented by depositary shares,
the depositary will redeem the depositary shares from the proceeds received by
the depositary in connection with the redemption. The redemption price per
depositary share will equal the applicable fraction of the redemption price per
share of the preferred stock. If fewer than all the depositary shares are
redeemed, the depositary shares to be redeemed will be selected by lot or pro
rata as the depositary may determine.
VOTING THE PREFERRED STOCK
Upon receipt of notice of any meeting at which the holders of the preferred
stock represented by depositary shares are entitled to vote, the depositary will
mail the notice to the record holders of the depositary shares relating to such
preferred stock. Each record holder of these depositary shares on the record
date (which will be the same date as the record date for the preferred stock)
may instruct the depositary as to how to vote the preferred stock represented by
such holder's depositary shares. The depositary will endeavor, insofar as
practicable, to vote the amount of the preferred stock represented by such
depositary shares in accordance with such instructions, and we will take all
action which the depositary deems necessary in order to enable the depositary to
do so. The depositary will abstain from voting shares of the preferred stock to
the extent it does not receive specific instructions from the holders of
depositary shares representing such preferred stock.
AMENDMENT AND TERMINATION OF THE DEPOSITARY AGREEMENT
The form of depositary receipt evidencing the depositary shares and any
provision of the deposit agreement may be amended by agreement between the
depositary and us. However, any amendment that materially and adversely alters
the rights of the holders of depositary shares will not be effective unless such
amendment has been approved by the holders of at least a majority of the
depositary shares then outstanding. The deposit agreement may be terminated by
the depositary or us only if (i) all outstanding depositary shares have been
redeemed or (ii) there has been a final distribution in respect of the preferred
stock in connection with any liquidation, dissolution or winding up of us and
such distribution has been distributed to the holders of depositary receipts.
CHARGES OF DEPOSITARY
We will pay all transfer and other taxes and governmental charges arising
solely from the existence of the depositary arrangements. We will pay charges of
the depositary in connection with the initial deposit of the preferred stock and
any redemption of the preferred stock. Holders of depositary receipts will pay
other transfer and other taxes and governmental charges and any other charges,
including a fee for the withdrawal of shares of preferred stock upon surrender
of depositary receipts, as are expressly provided in the deposit agreement to be
for their accounts.
WITHDRAWAL OF PREFERRED STOCK
Upon surrender of depositary receipts at the principal office of the
depositary, subject to the terms of the deposit agreement, the owner of the
depositary shares may demand delivery of the number of whole shares of preferred
stock and all money and other property, if any, represented by those depositary
shares. Partial shares of preferred stock will not be issued. If the depositary
receipts delivered by the holder evidence a number of depositary shares in
excess of the number of depositary shares representing the number of whole
shares of preferred stock to be withdrawn, the depositary will deliver to such
holder at
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the same time a new depositary receipt evidencing the excess number of
depositary shares. Holders of preferred stock thus withdrawn may not thereafter
deposit those shares under the deposit agreement or receive depositary receipts
evidencing depositary shares therefor.
MISCELLANEOUS
The depositary will forward to holders of depositary receipts all reports
and communications from us that are delivered to the depositary and that we are
required to furnish to the holders of the preferred stock.
Neither the depositary nor us will be liable if we are prevented or delayed
by law or any circumstance beyond our control in performing our obligations
under the deposit agreement. The obligations of the depositary and us under the
deposit agreement will be limited to performance in good faith of our duties
thereunder, and we will not be obligated to prosecute or defend any legal
proceeding in respect of any depositary shares or preferred stock unless
satisfactory indemnity is furnished. We may rely upon written advice of counsel
or accountants, or upon information provided by persons presenting preferred
stock for deposit, holders of depositary receipts or other persons believed to
be competent and on documents believed to be genuine.
RESIGNATION AND REMOVAL OF DEPOSITARY
The depositary may resign at any time by delivering to us notice of its
election to do so, and we may at any time remove the depositary. Any such
resignation or removal will take effect upon the appointment of a successor
depositary and its acceptance of such appointment. Such successor depositary
must be appointed within 60 days after delivery of the notice of resignation or
removal and must be a bank or trust company having its principal office in the
United States and having a combined capital and surplus of at least $50,000,000.
SELLING STOCKHOLDERS
Each of the selling stockholders named in the table below has entered into
a Lock-Up Agreement with us. Under the Lock-Up Agreements, we have agreed to
file this registration statement covering the shares owned by the selling
stockholders as described in the table below. In return, the selling
stockholders have agreed not to sell an aggregate of 3,842,553 of their shares
of our common stock before July 15, 2000 without our consent. In addition, under
the agreement, unless we otherwise consent, the selling stockholders may only
sell the shares covered by this registration statement in a manner approved by
us. We have agreed to pay all expenses incurred in connection with this
registration statement, other than the underwriters' discounts and commissions
applicable to the common stock sold by the selling stockholders and any costs
for experts or professionals (other than legal counsel) employed by the selling
stockholders. We have agreed to indemnify each selling stockholder for
liabilities arising under the Securities Act with respect to any such offering,
other than liabilities arising from information furnished by such selling
stockholder. Each selling stockholder has agreed to indemnify us for liabilities
arising under the Securities Act with respect to any such offering as a result
of information furnished by such selling stockholder.
In addition to the selling stockholders, holders of an additional 5,912,855
shares of our common stock have entered into Lock-Up Agreements substantially
identical to the agreement described above, bringing the total number of shares
subject to the Lock-Up Agreements to 9,755,408. Of these 9,755,408 shares,
1,633,664 shares were not subject to any lock-up and the remaining 8,121,744
shares were subject to lock-ups that expire at various times through March 2000.
The following table sets forth as of June 30, 1999 the following:
- the number of shares of common stock owned by each of the selling
stockholders before any sales in connection with this prospectus;
- the number of shares of common stock that may be sold by each of the
selling stockholders in connection with this prospectus; and
- the number of shares of common stock that each selling stockholder would
own if such stockholder sold all of the shares that may be sold in
connection with this prospectus.
16
<PAGE> 20
<TABLE>
<CAPTION>
OWNERSHIP OWNERSHIP
BEFORE OFFERING AFTER OFFERING
------------------- SHARES THAT -------------------
SHARES PERCENT MAY BE SOLD SHARES PERCENT
--------- ------- ----------- --------- -------
<S> <C> <C> <C> <C> <C>
Robert E. Howard
II(1)(2)................. 3,015,739 14.2% 200,000 2,815,739 13.3%
Ronald J. Kutz(3).......... 163,218 * 16,000 147,218 *
Tijeras Foundation(4)...... 85,000 * 85,000 -- *
United Management,
Inc.(4).................. 151,260 * 85,100 66,160 *
Johns Family Trust(4)...... 650,000 3.1 129,900 520,100 2.5
Richard A. Fleischman(3)... 170,550 * 125,000 45,550 *
JoAnn Fleischman(3)........ 170,550 * 125,000 45,550 *
Ralph S. Kerr(3)........... 312,211 1.5 50,000 262,211 1.2
Robert L. Struzynski(5).... 70,996 * 67,116 3,880 *
--------- ---- ------- --------- ----
Total............ 4,789,524 22.6% 883,116 3,906,408 18.4%
========= ==== ======= ========= ====
</TABLE>
- ---------------
* Less than one percent.
(1) Includes (i) 780,000 shares held by Howard Investments, L.L.C., which is
controlled by Mr. Howard and (ii) 25,450 shares held by Century Reinsurance
Company, Inc., which is controlled by Mr. Howard.
(2) Director and employee of our company. For a more detailed description of Mr.
Howard's relationship with our company, please see our proxy statement on
Schedule 14A which is incorporated by reference into our annual report on
Form 10-K.
(3) Employee of our company, or a spouse of such person.
(4) Affiliate of an employee of our company.
(5) Former employee of our company.
PLAN OF DISTRIBUTION
We may sell securities pursuant to this prospectus (a) through underwriters
or dealers; (b) through agents; or (c) directly to one or more purchasers,
including existing stockholders in a rights offering.
Under the Lock-Up agreements that we entered into with the selling
stockholders, the selling stockholders may only sell their shares covered by
this registration statement in a manner approved by us. This may include: (a)
through underwriters or dealers; (b) through agents or (c) directly to one or
more purchasers.
BY UNDERWRITERS
If underwriters are used in the sale, the offered securities will be
acquired by the underwriters for their own account. The underwriters may resell
the securities in one or more transactions, including negotiated transactions,
at a fixed public offering price or at varying prices determined at the time of
sale. The obligations of the underwriters to purchase the securities will be
subject to certain conditions. Unless indicated in the prospectus supplement the
underwriters must purchase all the securities of the series offered by a
prospectus supplement if any of the securities are purchased. Any initial public
offering price and any discounts or concessions allowed or re-allowed or paid to
dealers may be changed from time to time.
BY AGENTS
Securities may also be sold through agents. Unless indicated in the
prospectus supplement, any such agent is acting on a best efforts basis for the
period of its appointment.
DIRECT SALES; RIGHTS OFFERINGS
Securities may also be sold directly by us or the selling stockholders. In
this case, no underwriters or agents would be involved. We or the selling
stockholders may sell offered securities upon the exercise of rights which may
be issued to our securityholders.
17
<PAGE> 21
DELAYED DELIVERY ARRANGEMENTS
We or the selling stockholders may authorize agents, underwriters or
dealers to solicit offers by certain institutional investors to purchase offered
securities providing for payment and delivery on a future date specified in the
prospectus supplement. Institutional investors to which such offers may be made,
when authorized, include commercial and savings banks, insurance companies,
pension funds, investment companies, education and charitable institutions and
other institutions. The obligations of any such purchasers under such delayed
delivery and payment arrangements will be subject to the condition that the
purchase of the offered securities will not at the time of delivery be
prohibited under applicable law. The underwriters and such agents will not have
any responsibility with respect to the validity or performance of such
contracts.
GENERAL INFORMATION
Underwriters, dealers and agents that participate in the distribution of
offered securities may be underwriters as defined in the Securities Act, and any
discounts or commissions received by them from us or the selling stockholders
and any profit on the resale of the offered securities by them may be treated as
underwriting discounts and commissions under the Securities Act. Any
underwriters or agents will be identified and their compensation described in a
prospectus supplement.
We or the selling stockholders may have agreements with the underwriters,
dealers and agents to indemnify them against certain civil liabilities,
including liabilities under the Act, or to contribute with respect to payments
which the underwriters, dealers or agents may be required to make.
Underwriters, dealers and agents may engage in transactions with, or
perform services for, us or our subsidiaries in the ordinary course of their
businesses.
LEGAL MATTERS
Our legal counsel, Vinson & Elkins L.L.P., Houston, Texas, will pass upon
certain legal matters in connection with the offered securities. Any
underwriters will be advised about other issues relating to any offering by
their own legal counsel.
EXPERTS
Arthur Andersen LLP, independent public accountants, audited the financial
statements included in our annual report on Form 10-K for the year ended
December 31, 1998 incorporated by reference in this prospectus and elsewhere in
the registration statement. These documents are incorporated by reference herein
in reliance upon the authority of Arthur Andersen LLP as experts in accounting
and auditing in giving the report.
18
<PAGE> 22
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses in connection with
the distribution of the securities covered by this Registration Statement. All
of the expenses will be borne by Group 1 except as otherwise indicated.
<TABLE>
<S> <C>
Registration fee............................................ $ 29,202
Fees and expenses of accountants............................ *
Fees and expenses of legal counsel.......................... *
Fees and expenses of Trustee and counsel.................... *
Printing and engraving expenses............................. *
Miscellaneous............................................... *
--------
Total............................................. $ *
========
</TABLE>
- ---------------
* To be provided by an amendment.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Sixth, Part II, Section I of Group 1's Certificate of
Incorporation, a copy of which is filed as Exhibit 3.1, provides that directors,
officers, employees and agents shall be indemnified to the fullest extent
permitted by Section 145 of the DGCL.
Section 145 of the DGCL authorizes, inter alia, a corporation to indemnify
any person ("indemnitee") who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), by reason of the fact that such person
is or was an officer or director of such corporation, or is or was serving at
the request of such corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise. The
indemnity may include expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such action, suit or proceeding, provided that he acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. A
Delaware corporation may indemnify past or present officers and directors of
such corporation or of another corporation or other enterprise at the former
corporation's request, in an action by or in the right of the corporation to
procure a judgment in its favor under the same conditions, except that no
indemnification is permitted without judicial approval if such person is
adjudged to be liable to the corporation. Where an officer or director is
successful on the merits or otherwise in defense of any action referred to
above, or in defense of any claim, issue or matter therein, the corporation must
indemnify him against the expenses (including attorney's fees) which he actually
and reasonably incurred in connection therewith. Section 145 further provides
that any indemnification shall be made by the corporation only as authorized in
each specific case upon a determination by the (i) stockholders, (ii) board of
directors by a majority vote of a quorum consisting of directors who were not
parties to such action, suit or proceeding or (iii) independent counsel if a
quorum of disinterested directors so directs. Section 145 provides that
indemnification pursuant to its provision is not exclusive of other rights of
indemnification to which a person may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise.
Section 145 of the DGCL also empowers Group 1 to purchase and maintain
insurance on behalf of any person who is or was an officer or director of Group
1 against liability asserted against or incurred by him in any such capacity,
whether or not Group 1 would have the power to indemnify such officer or
director against such liability under the provisions of Section 145. Group 1
intends to purchase and maintain a directors' and officers' liability policy for
such purposes.
II-1
<PAGE> 23
The form of Underwriting Agreements filed as Exhibits 1.1, 1.2 and 1.3 to
this Registration Statement and the Lock-Up Agreements a form of which has been
filed as Exhibit 99.1 to this Registration Statement contain certain provisions
for indemnification of directors and officers of Group 1 and the Underwriters
against civil liabilities under the Securities Act.
ITEM 16. EXHIBITS.
The following documents are filed as exhibits to this Registration
Statement, including those exhibits incorporated herein by reference to a prior
filing of Group 1 under the Securities Act or the Exchange Act as indicated in
parenthesis:
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
*1.1 -- Form of Underwriting Agreement (Debt Securities).
*1.2 -- Form of Underwriting Agreement (Preferred Stock).
*1.3 -- Form of Underwriting Agreement (Common Stock).
4.1 -- Restated Certificate of Incorporation of Group 1
(incorporated by reference to Exhibit 3.1 to Group 1's
Registration Statement on Form S-1 (Registration No.
333-29893)).
4.2 -- Bylaws of Group 1 (incorporated by reference to Exhibit
3.3 to Group 1's Registration Statement on Form S-1
(Registration No. 333-29893)).
4.3 -- Certificate of Designation of Series A Junior
Participating Preferred Stock (incorporated by reference
to Exhibit 3.2 of Group 1's Registration Statement on
Form S-1 (Registration No. 333-29893)).
***4.4 -- Form of Senior Indenture.
***4.5 -- Form of Subordinated Indenture.
4.6 -- Form of Senior Debt Securities (included in Exhibit 4.4).
4.7 -- Form of Subordinated Debt Securities (included in Exhibit
4.5).
4.8 -- Rights Agreement between Group 1 and ChaseMellon
Shareholders Services, L.L.C., as rights agent dated
October 3, 1997 (incorporated by reference to Exhibit
10.10 of Group 1's Registration Statement on Form S-1
(Registration No. 333-29893)).
4.9 -- Third Amended and Restated Revolving Credit Agreement
among Group 1, its Subsidiary Borrowers and the banks
listed therein dated May 12, 1999 (incorporated by
reference to Exhibit 10.1 of Group 1's Current Report on
Form 8-K filed May 25, 1999).
*4.10 -- Form of Depositary Agreement.
*4.11 -- Form of Depositary Receipt.
***5.1 -- Opinion of Vinson & Elkins L.L.P. as to the legality of
the securities being registered.
**12.1 -- Computation of Ratio of Earnings to Fixed Charges.
**23.1 -- Consent of Arthur Andersen LLP.
***23.2 -- Consent of Vinson & Elkins L.L.P. (see Exhibit 5.1).
24.1 -- Powers of attorney (included in the signature page of
this Registration Statement).
****25.1 -- Form T-1 Statement of Eligibility of Trustee under the
Senior Indenture.
****25.2 -- Form T-1 Statement of Eligibility of Trustee under the
Subordinated Indenture.
***99.1 -- Form of Lock-Up Agreement.
</TABLE>
- ---------------
* To be filed as an exhibit to a Current Report on Form 8-K.
** Filed herewith.
*** To be filed by an amendment.
**** To be filed in accordance with the requirements of Section 305(b)(2) of the
Trust Indenture Act and Rule 5b-3 promulgated thereunder.
II-2
<PAGE> 24
ITEM 17. UNDERTAKINGS
(a) The registrants hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement; notwithstanding the foregoing, any
increase or decrease in the volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement;
provided, however, that the undertakings set forth in clauses (i) and (ii)
above do not apply if the information required to be included in a
post-effective amendment by those clauses is contained in periodic reports
filed with or furnished to the Securities and Exchange Commission by Group
1 pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of
1934 that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The registrant hereby undertakes that:
(1) That for purposes of determining any liability under the
Securities Act of 1933, the information omitted from the form of prospectus
filed as part of a registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the registrants pursuant to Rule
424(b)(1) or (4) or 497(h) under the Securities Act of 1933 shall be deemed
to be part of this registration statement as of the time it was declared
effective.
(2) That, for purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c) The registrant hereby undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of Group 1's annual
report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act
of 1934 (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(d) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrants pursuant to the provisions set forth in Item 15, or
II-3
<PAGE> 25
otherwise, the registrants have been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by a
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
(e) The registrant hereby undertakes to file an application for the purpose
of determining the eligibility of the trustee to act under subsection (a) of
Section 310 of the Trust Indenture Act ("Act") in accordance with the rules and
regulations prescribed by the Commission under Section 305(6)(2) of the Act.
II-4
<PAGE> 26
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Group 1
Automotive, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 21, 1999.
GROUP 1 AUTOMOTIVE, INC.
By: /s/ SCOTT L. THOMPSON
------------------------------------
SCOTT L. THOMPSON
SENIOR VICE PRESIDENT,
CHIEF FINANCIAL OFFICER AND
TREASURER
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ B.B. HOLLINGSWORTH, JR. Chairman, President and Chief Executive
- ----------------------------------------------------- Officer and Director (Principal Executive
B.B. HOLLINGSWORTH, JR. Officer)
/s/ SCOTT L. THOMPSON Senior Vice President, Chief Financial
- ----------------------------------------------------- Officer and Treasurer (Chief Financial and
SCOTT L. THOMPSON Accounting 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
/s/ JOHN H. DUNCAN Director
- -----------------------------------------------------
JOHN H. DUNCAN
/s/ BENNETT E. BIDWELL Director
- -----------------------------------------------------
BENNETT E. BIDWELL
</TABLE>
II-5
<PAGE> 27
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 21, 1999.
SOUTHWEST TOYOTA, INC.
SMC LUXURY CARS, INC.
MCCALL AUTOMOTIVE GROUP, INC.
By: /s/ SCOTT L. THOMPSON
------------------------------------
SCOTT L. THOMPSON
VICE PRESIDENT
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ STERLING B. MCCALL, JR. Chairman and Director (Principal Executive
- ----------------------------------------------------- Officer)
STERLING B. MCCALL, JR.
/s/ SCOTT L. THOMPSON Vice President and Director (Chief Financial
- ----------------------------------------------------- and Accounting Officer)
SCOTT L . THOMPSON
/s/ FRANK R. TODARO Director
- -----------------------------------------------------
FRANK R. TODARO
</TABLE>
II-6
<PAGE> 28
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 21, 1999.
COURTESY NISSAN, INC.
GROUP 1 FORD, INC.
SMITH AUTOMOTIVE GROUP, INC.
MIKE SMITH AUTOMOTIVE-H, INC.
MIKE SMITH AUTOMOTIVE-N, INC.
MIKE SMITH AUTOPLAZA, INC.
MIKE SMITH AUTOPLEX, INC.
MIKE SMITH AUTOPLEX BUICK, INC.
MIKE SMITH AUTOPLEX DODGE, INC.
MIKE SMITH AUTOPLEX-GERMAN IMPORTS,
INC.
MIKE SMITH AUTOPLEX-V, INC.
MIKE SMITH L/M, INC.
MIKE SMITH GM, INC.
ROUND ROCK NISSAN, INC.
SMITH, LIU & CORBIN, INC.
SMITH, LIU & KUTZ, INC.
TOWN NORTH IMPORTS, INC.
TOWN NORTH NISSAN, INC.
TOWN NORTH SUZUKI, INC.
By: /s/ CHARLES M. SMITH
------------------------------------
CHARLES M. SMITH
CHAIRMAN
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ CHARLES M. SMITH Chairman and Director (Principal Executive
- ----------------------------------------------------- Officer)
CHARLES M. SMITH
/s/ SCOTT L. THOMPSON Vice President and Director (Chief Financial
- ----------------------------------------------------- and Accounting Officer)
SCOTT L . THOMPSON
/s/ FRANK R. TODARO Director
- -----------------------------------------------------
FRANK R. TODARO
</TABLE>
II-7
<PAGE> 29
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 21, 1999.
BOB HOWARD AUTOMOTIVE-A, INC.
BOB HOWARD AUTOMOTIVE-H, INC.
BOB HOWARD CHEVROLET, INC.
BOB HOWARD DODGE, INC.
BOB HOWARD MOTORS, INC.
BOB HOWARD NISSAN, INC.
HOWARD AUTOMOTIVE GROUP, INC.
HOWARD PONTIAC-GMC, INC.
By: /s/ ROBERT E. HOWARD II
------------------------------------
ROBERT E. HOWARD II
CHAIRMAN AND PRESIDENT
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ ROBERT E. HOWARD II Chairman and President and Director
- ----------------------------------------------------- (Principal Executive Officer)
ROBERT E. HOWARD II
/s/ SCOTT L. THOMPSON Vice President and Director (Chief Financial
- ----------------------------------------------------- and Accounting Officer)
SCOTT L . THOMPSON
/s/ FRANK R. TODARO Director
- -----------------------------------------------------
FRANK R. TODARO
</TABLE>
II-8
<PAGE> 30
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 21, 1999.
FOYT MOTORS, INC.
KINGWOOD MOTORS-H, INC.
By: /s/ SCOTT L. THOMPSON
------------------------------------
SCOTT L. THOMPSON
CHAIRMAN AND PRESIDENT
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ SCOTT L. THOMPSON Chairman and President and Director
- ----------------------------------------------------- (Principal Executive, Chief Financial and
SCOTT L. THOMPSON Accounting Officer)
/s/ FRANK R. TODARO Director
- -----------------------------------------------------
FRANK R. TODARO
</TABLE>
II-9
<PAGE> 31
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 21, 1999.
KOONS FORD, INC.
COURTESY FORD, INC.
PERIMETER FORD, INC.
FLAMINGO FORD, INC.
WORLD AUTOMOTIVE GROUP, INC.
By: /s/ JAMES S. CARROLL
------------------------------------
JAMES S. CARROLL
CHAIRMAN
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ JAMES S. CARROLL Chairman and Director (Principal Executive
- ----------------------------------------------------- Officer)
JAMES S. CARROLL
/s/ SCOTT L. THOMPSON Vice President and Director (Chief Financial
- ----------------------------------------------------- and Accounting Officer)
SCOTT L. THOMPSON
/s/ FRANK R. TODARO Director
- -----------------------------------------------------
FRANK R. TODARO
</TABLE>
II-10
<PAGE> 32
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 21, 1999.
MMK INTERESTS, INC.
HIGHLAND AUTOPLEX, INC.
BY: /s/ THOMAS NYLE MAXWELL, JR.
------------------------------------
THOMAS NYLE MAXWELL, JR.
CHAIRMAN AND PRESIDENT
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ THOMAS NYLE MAXWELL, JR. President and Director (Principal Executive
- ----------------------------------------------------- Officer)
THOMAS NYLE MAXWELL, JR.
/s/ SCOTT L. THOMPSON Vice President and Director (Chief Financial
- ----------------------------------------------------- and Accounting Officer)
SCOTT L. THOMPSON
/s/ FRANK R. TODARO Director
- -----------------------------------------------------
FRANK R. TODARO
</TABLE>
II-11
<PAGE> 33
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 21, 1999.
PRESTIGE MAXWELL, INC.
MAXWELL HOLDINGS, INC.
By: /s/ JANET GILES
------------------------------------
JANET GILES
PRESIDENT AND SECRETARY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ JANET GILES President and Secretary (Principal Executive
- ----------------------------------------------------- Officer)
JANET GILES
/s/ KARI L. JOHNSON Vice President and Director (Chief Financial
- ----------------------------------------------------- and Accounting Officer)
KARI L. JOHNSON
/s/ JAMES S. CARROLL Director
- -----------------------------------------------------
JAMES S. CARROLL
/s/ ROBERT E. HOWARD II Director
- -----------------------------------------------------
ROBERT E. HOWARD II
</TABLE>
II-12
<PAGE> 34
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 21, 1999.
CASA CHRYSLER PLYMOUTH JEEP INC.
JOHNS AUTOMOTIVE GROUP, INC.
By: /s/ KENNETH E. JOHNS
------------------------------------
KENNETH E. JOHNS
CHAIRMAN AND PRESIDENT
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ KENNETH E. JOHNS Chairman and President and Director
- ----------------------------------------------------- (Principal Executive Officer)
KENNETH E. JOHNS
/s/ SCOTT L. THOMPSON Vice President and Director (Chief Financial
- ----------------------------------------------------- and Accounting Officer)
SCOTT L. THOMPSON
/s/ FRANK R. TODARO Director
- -----------------------------------------------------
FRANK R. TODARO
</TABLE>
II-13
<PAGE> 35
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, McKinney Dodge,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on July 21, 1999.
MCKINNEY DODGE, INC.
By: /s/ RONALD J. KUTZ
------------------------------------
RONALD J. KUTZ
PRESIDENT
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ RONALD J. KUTZ President and Director (Principal Executive
- ----------------------------------------------------- Officer)
RONALD J. KUTZ
/s/ SCOTT L. THOMPSON Vice President and Director (Chief Financial
- ----------------------------------------------------- and Accounting Officer)
SCOTT L. THOMPSON
/s/ FRANK R. TODARO Director
- -----------------------------------------------------
FRANK R. TODARO
</TABLE>
II-14
<PAGE> 36
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Casa Chevrolet
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on July 21, 1999.
CASA CHEVROLET INC.
By: /s/ CYNTHIA C. JOHNS
------------------------------------
CYNTHIA C. JOHNS
CHAIRMAN AND PRESIDENT
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ CYNTHIA C. JOHNS Chairman and President and Director
- ----------------------------------------------------- (Principal Executive Officer)
CYNTHIA C. JOHNS
/s/ SCOTT L. THOMPSON Vice President and Director (Chief Financial
- ----------------------------------------------------- and Accounting Officer)
SCOTT L. THOMPSON
/s/ FRANK R. TODARO Director
- -----------------------------------------------------
FRANK R. TODARO
</TABLE>
II-15
<PAGE> 37
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Luby Chevrolet
Co. certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on July 21, 1999.
LUBY CHEVROLET CO.
By: /s/ RICHARD FLEISCHMAN
------------------------------------
RICHARD FLEISCHMAN
PRESIDENT
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ RICHARD FLEISCHMAN President and Director (Principal Executive
- ----------------------------------------------------- Officer)
RICHARD FLEISCHMAN
/s/ SCOTT L. THOMPSON Vice President and Director (Chief Financial
- ----------------------------------------------------- and Accounting Officer)
SCOTT L. THOMPSON
/s/ FRANK R. TODARO Director
- -----------------------------------------------------
FRANK R. TODARO
</TABLE>
II-16
<PAGE> 38
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Prestige
Chrysler Plymouth Northwest, Ltd. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement or amendment to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Houston, State of
Texas, on July 21, 1999.
PRESTIGE CHRYSLER PLYMOUTH
NORTHWEST, LTD.
By: MMK Interests, Inc.
General Partner
By: /s/ THOMAS NYLE MAXWELL, JR.
------------------------------------
THOMAS NYLE MAXWELL, JR.
CHAIRMAN AND PRESIDENT
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ THOMAS NYLE MAXWELL, JR. Chairman and President and Director
- ----------------------------------------------------- (Principal Executive Officer)
THOMAS NYLE MAXWELL, JR.
/s/ SCOTT L. THOMPSON Vice President and Director (Chief Financial
- ----------------------------------------------------- and Accounting Officer)
SCOTT L. THOMPSON
/s/ FRANK R. TODARO Director
- -----------------------------------------------------
FRANK R. TODARO
</TABLE>
II-17
<PAGE> 39
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Prestige
Chrysler Plymouth South, Ltd. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement or amendment to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Houston, State of
Texas, on July 21, 1999.
PRESTIGE CHRYSLER PLYMOUTH SOUTH, LTD.
By: MMK Interests, Inc.
General Partner
By: /s/ THOMAS NYLE MAXWELL, JR.
------------------------------------
THOMAS NYLE MAXWELL, JR.
CHAIRMAN AND PRESIDENT
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ THOMAS NYLE MAXWELL, JR. Chairman and President (Principal Executive
- ----------------------------------------------------- Officer)
THOMAS NYLE MAXWELL, JR.
/s/ SCOTT L. THOMPSON Vice President and Director (Chief Financial
- ----------------------------------------------------- and Accounting Officer)
SCOTT L. THOMPSON
/s/ FRANK R. TODARO Director
- -----------------------------------------------------
FRANK R. TODARO
</TABLE>
II-18
<PAGE> 40
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Maxwell
Chrysler Plymouth Jeep Eagle, Ltd. certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-3 and has
duly caused this Registration Statement or amendment to be signed on its behalf
by the undersigned, thereunto duly authorized, in the City of Houston, State of
Texas, on July 21, 1999.
MAXWELL CHRYSLER
PLYMOUTH DODGE
JEEP EAGLE, LTD.
By: MMK Interests, Inc.
General Partner
By: /s/ THOMAS NYLE MAXWELL, JR.
------------------------------------
THOMAS NYLE MAXWELL, JR.
CHAIRMAN AND PRESIDENT
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ THOMAS NYLE MAXWELL, JR. Chairman and President and Director
- ----------------------------------------------------- (Principal Executive Officer)
THOMAS NYLE MAXWELL, JR.
/s/ SCOTT L. THOMPSON Vice President and Director (Chief Financial
- ----------------------------------------------------- and Accounting Officer)
SCOTT L. THOMPSON
/s/ FRANK R. TODARO Director
- -----------------------------------------------------
FRANK R. TODARO
</TABLE>
II-19
<PAGE> 41
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Maxwell Ford,
Ltd. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on July 21, 1999.
MAXWELL FORD, LTD.
By: MMK Interests, Inc.
General Partner
By: /s/ THOMAS NYLE MAXWELL, JR.
------------------------------------
THOMAS NYLE MAXWELL, JR.
CHAIRMAN AND PRESIDENT
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ THOMAS NYLE MAXWELL, JR. President and Director (Principal Executive
- ----------------------------------------------------- Officer)
THOMAS NYLE MAXWELL, JR.
/s/ SCOTT L. THOMPSON Vice President and Director (Chief Financial
- ----------------------------------------------------- and Accounting Officer)
SCOTT L. THOMPSON
/s/ FRANK R. TODARO Director
- -----------------------------------------------------
FRANK R. TODARO
</TABLE>
II-20
<PAGE> 42
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Sunshine Buick
Pontiac GMC Truck, Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 21, 1999.
SUNSHINE BUICK PONTIAC GMC TRUCK, INC.
By: /s/ KENNETH E. JOHNS
------------------------------------
KENNETH E. JOHNS
PRESIDENT
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ KENNETH E. JOHNS President and Director (Principal Executive
- ----------------------------------------------------- Officer)
KENNETH E. JOHNS
/s/ SCOTT L. THOMPSON Vice President and Director (Chief Financial
- ----------------------------------------------------- and Accounting Officer)
SCOTT L. THOMPSON
/s/ FRANK R. TODARO Director
- -----------------------------------------------------
FRANK R. TODARO
</TABLE>
II-21
<PAGE> 43
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Lubbock Motors,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on July 21, 1999.
LUBBOCK MOTORS, INC.
By: /s/ SCOTT L. THOMPSON
------------------------------------
SCOTT L. THOMPSON
PRESIDENT
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ SCOTT L. THOMPSON President and Director (Principal Executive,
- ----------------------------------------------------- Chief Financial and Accounting Officer)
SCOTT L. THOMPSON
/s/ ROBERT E. HOWARD II Vice President
- -----------------------------------------------------
ROBERT E. HOWARD II
/s/ FRANK R. TODARO Secretary and Director
- -----------------------------------------------------
FRANK R. TODARO
</TABLE>
II-22
<PAGE> 44
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of Lubbock
Motors-F, Ltd., Lubbock Motors-T, Ltd., Rockwall Automotive-F, Ltd., Amarillo
Motors-C, Ltd., Amarillo Motors-J, Ltd., and Amarillo Motors-F, Ltd. certifies
that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Registration Statement or
amendment to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on July 21, 1999.
LUBBOCK MOTORS-F, LTD.
LUBBOCK MOTORS-T, LTD.
ROCKWALL AUTOMOTIVE-F, LTD.
AMARILLO MOTORS-C, LTD.
AMARILLO MOTORS-J, LTD.
AMARILLO MOTORS-F, LTD.
By: Lubbock Motors, Inc.
By: /s/ SCOTT L. THOMPSON
------------------------------------
SCOTT L. THOMPSON
PRESIDENT
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B.B. Hollingsworth, Jr. and Scott L. Thompson, or
either of them, his true and lawful attorney-in-fact and agent, with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ SCOTT L. THOMPSON President and Director (Principal Executive,
- ----------------------------------------------------- Chief Financial and Accounting Officer)
SCOTT L. THOMPSON
/s/ FRANK R. TODARO Secretary and Director
- -----------------------------------------------------
FRANK R. TODARO
</TABLE>
II-23
<PAGE> 45
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of
Chaperral Dodge, Ltd. and Colonial Chrysler-Plymouth, Ltd. certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this Registration Statement or amendment to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Houston, State of Texas, on July 21, 1999.
CHAPERRAL DODGE, LTD.
COLONIAL CHRYSLER-PLYMOUTH, LTD.
By: Kutz Auto Group, Inc.
By: /s/ RONALD J. KUTZ
------------------------------------
RONALD J. KUTZ
PRESIDENT
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B.B. Hollingsworth, Jr. and Scott L. Thompson, or
either of them, his true and lawful attorney-in-fact and agent, with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ RONALD J. KUTZ President and Director (Principal Executive
- ----------------------------------------------------- Officer)
RONALD J. KUTZ
/s/ SCOTT L. THOMPSON Vice President and Director (Chief Financial
- ----------------------------------------------------- and Accounting Officer)
SCOTT L. THOMPSON
/s/ FRANK R. TODARO Director
- -----------------------------------------------------
FRANK R. TODARO
</TABLE>
II-24
<PAGE> 46
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Kutz Auto
Group, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 21, 1999.
KUTZ AUTO GROUP, INC.
By: /s/ RONALD J. KUTZ
------------------------------------
RONALD J. KUTZ
PRESIDENT
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B.B. Hollingsworth, Jr. and Scott L. Thompson, or
either of them, his true and lawful attorney-in-fact and agent, with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ RONALD J. KUTZ President and Director (Principal Executive
- ----------------------------------------------------- Officer)
RONALD J. KUTZ
/s/ SCOTT L. THOMPSON Vice President and Director (Chief Financial
- ----------------------------------------------------- and Accounting Officer)
SCOTT L. THOMPSON
/s/ FRANK R. TODARO Director
- -----------------------------------------------------
FRANK R. TODARO
</TABLE>
II-25
<PAGE> 47
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 21, 1999.
MIKE SMITH MOTORS, INC.
MIKE SMITH IMPORTS, INC.
By: /s/ CHARLES M. SMITH
------------------------------------
CHARLES M. SMITH
CHAIRMAN
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ CHARLES M. SMITH Chairman and Director (Principal Executive
- ----------------------------------------------------- Officer)
CHARLES M. SMITH
/s/ SCOTT L. THOMPSON Vice President and Director (Chief Financial
- ----------------------------------------------------- and Accounting Officer)
SCOTT L. THOMPSON
</TABLE>
II-26
<PAGE> 48
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 21, 1999.
GROUP 1 HOLDINGS-T, INC.
GROUP 1 HOLDINGS-GM, INC.
By: /s/ JANET GILES
------------------------------------
JANET GILES
PRESIDENT AND SECRETARY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ JANET GILES President and Secretary (Principal Executive
- ----------------------------------------------------- Officer)
JANET GILES
/s/ SCOTT L. THOMPSON Vice President and Director (Chief Financial
- ----------------------------------------------------- and Accounting Officer)
SCOTT L. THOMPSON
/s/ ROBERT E. HOWARD II Director
- -----------------------------------------------------
ROBERT E. HOWARD II
</TABLE>
<TABLE>
/s/ FRANK R. TODARO Director
- -----------------------------------------------------
FRANK R. TODARO
<C> <S>
</TABLE>
II-27
<PAGE> 49
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Bob Howard
Automotive-East, Inc. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 21, 1999.
BOB HOWARD AUTOMOTIVE-EAST, INC.
By: /s/ ROBERT E. HOWARD II
------------------------------------
ROBERT E. HOWARD II
CHAIRMAN AND PRESIDENT
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ ROBERT E. HOWARD II Chairman and President and Director
- ----------------------------------------------------- (Principal Executive Officer)
ROBERT E. HOWARD II
/s/ SCOTT L. THOMPSON Vice President and Director (Chief Financial
- ----------------------------------------------------- and Accounting Officer)
SCOTT L. THOMPSON
/s/ FRANK R. TODARO Director
- -----------------------------------------------------
FRANK R. TODARO
</TABLE>
II-28
<PAGE> 50
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, GPI Atlanta,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on July 21, 1999.
GPI ATLANTA, INC.
By: /s/ JOHN T. TURNER
------------------------------------
JOHN T. TURNER
PRESIDENT
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ JOHN T. TURNER President and Director (Principal Executive
- ----------------------------------------------------- Officer)
JOHN T. TURNER
/s/ SCOTT L. THOMPSON Vice President and Director (Chief Financial
- ----------------------------------------------------- and Accounting Officer)
SCOTT L. THOMPSON
/s/ FRANK R. TODARO Director
- -----------------------------------------------------
FRANK R. TODARO
</TABLE>
II-29
<PAGE> 51
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Delaware
Acquisition-CC, L.L.C. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 21, 1999.
DELAWARE ACQUISITION-CC, L.L.C.
By: Prestige Maxwell, Inc., Sole
Member
By: /s/ JANET GILES
------------------------------------
JANET GILES
PRESIDENT AND SECRETARY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ JANET GILES President and Secretary (Principal Executive
- ----------------------------------------------------- Officer)
JANET GILES
/s/ KARI L. JOHNSON Vice President and Director (Chief Financial
- ----------------------------------------------------- and Accounting Officer)
KARI L. JOHNSON
/s/ ROBERT E. HOWARD II Director
- -----------------------------------------------------
ROBERT E. HOWARD II
/s/ JAMES S. CARROLL Director
- -----------------------------------------------------
JAMES S. CARROLL
</TABLE>
II-30
<PAGE> 52
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Delaware
Acquisition-F, L.L.C. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 21, 1999.
DELAWARE ACQUISITION-F, L.L.C.
By: Maxwell Holdings, Inc., Sole
Member
By: /s/ JANET GILES
------------------------------------
JANET GILES
PRESIDENT AND SECRETARY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ JANET GILES President and Secretary (Principal Executive
- ----------------------------------------------------- Officer)
JANET GILES
/s/ KARI L. JOHNSON Vice President and Director (Chief Financial
- ----------------------------------------------------- and Accounting Officer)
KARI L. JOHNSON
/s/ ROBERT E. HOWARD II Director
- -----------------------------------------------------
ROBERT E. HOWARD II
/s/ JAMES S. CARROLL Director
- -----------------------------------------------------
JAMES S. CARROLL
</TABLE>
II-31
<PAGE> 53
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Delaware
Acquisition-T, L.L.C. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 21, 1999.
DELAWARE ACQUISITION-T, L.L.C.
By: Group 1 Holdings-T, Inc., Sole
Member
By: /s/ JANET GILES
------------------------------------
JANET GILES
PRESIDENT AND SECRETARY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B.B. Hollingsworth, Jr. and Scott L. Thompson, or
either of them, his true and lawful attorney-in-fact and agent, with full power
of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ JANET GILES President and Secretary (Principal Executive
- ----------------------------------------------------- Officer)
JANET GILES
/s/ KARI L. JOHNSON Vice President and Director (Chief Financial
- ----------------------------------------------------- and Accounting Officer)
KARI L. JOHNSON
/s/ ROBERT E. HOWARD II Director
- -----------------------------------------------------
ROBERT E. HOWARD II
/s/ JAMES S. CARROLL Director
- -----------------------------------------------------
JAMES S. CARROLL
</TABLE>
II-32
<PAGE> 54
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Delaware
Acquisition-GM, L.L.C. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 21, 1999.
DELAWARE ACQUISITION-GM, L.L.C.
By: Group 1 Holdings-GM, Inc., Sole
Member
By: /s/ JANET GILES
------------------------------------
JANET GILES
PRESIDENT AND SECRETARY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ JANET GILES President and Secretary (Principal Executive
- ----------------------------------------------------- Officer)
JANET GILES
/s/ KARI L. JOHNSON Vice President and Director (Chief Financial
- ----------------------------------------------------- and Accounting Officer)
KARI L. JOHNSON
/s/ ROBERT E. HOWARD II Director
- -----------------------------------------------------
ROBERT E. HOWARD II
/s/ JAMES S. CARROLL Director
- -----------------------------------------------------
JAMES S. CARROLL
</TABLE>
II-33
<PAGE> 55
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Group 1 Realty,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on July 21, 1999.
GROUP 1 REALTY, INC.
By: /s/ SCOTT L. THOMPSON
------------------------------------
SCOTT L. THOMPSON
PRESIDENT
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ SCOTT L. THOMPSON President and Director (Principal Executive,
- ----------------------------------------------------- Chief Financial and Accounting Officer)
SCOTT L. THOMPSON
/s/ FRANK R. TODARO Director
- -----------------------------------------------------
FRANK R. TODARO
</TABLE>
II-34
<PAGE> 56
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 21, 1999.
LUBBOCK AUTOMOTIVE-M, INC.
By: /s/ GREG WESSELS
------------------------------------
GREG WESSELS
PRESIDENT
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ GREG WESSELS President (Principal Executive Officer)
- -----------------------------------------------------
GREG WESSELS
/s/ SCOTT L. THOMPSON Vice President and Director (Chief Financial
- ----------------------------------------------------- and Accounting Officer)
SCOTT L. THOMPSON
/s/ FRANK R. TODARO Director
- -----------------------------------------------------
FRANK R. TODARO
</TABLE>
II-35
<PAGE> 57
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 21, 1999.
BOB HOWARD AUTOMOTIVE-J, INC.
BOB HOWARD AUTOMOTIVE-V, INC.
BOB HOWARD AUTOMOTIVE-GERMAN IMPORTS,
INC.
By: /s/ ROBERT E. HOWARD II
------------------------------------
ROBERT E. HOWARD II
PRESIDENT
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ ROBERT E. HOWARD II President and Director (Principal Executive
- ----------------------------------------------------- Officer)
ROBERT E. HOWARD II
/s/ SCOTT L. THOMPSON Vice President and Director (Chief Financial
- ----------------------------------------------------- and Accounting Officer)
SCOTT L. THOMPSON
/s/ FRANK R. TODARO Secretary and Treasurer and Director
- -----------------------------------------------------
FRANK R. TODARO
</TABLE>
II-36
<PAGE> 58
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 21, 1999.
GROUP 1 HOLDINGS, INC.
GROUP 1 HOLDINGS-N, INC.
By: /s/ JANET GILES
------------------------------------
JANET GILES
PRESIDENT AND SECRETARY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ JANET GILES President and Secretary
- ----------------------------------------------------- (Principal Executive Officer)
JANET GILES
/s/ ROBERT E. HOWARD II Director
- -----------------------------------------------------
ROBERT E. HOWARD II
</TABLE>
II-37
<PAGE> 59
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Highland
Autoplex II, Ltd. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on July 21, 1999.
HIGHLAND AUTOPLEX II, LTD.
By: Highland Autoplex, Inc.
General Partner
By: /s/ THOMAS NYLE MAXWELL, JR.
------------------------------------
THOMAS NYLE MAXWELL, JR.
PRESIDENT
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 21st day of July, 1999.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ THOMAS NYLE MAXWELL, JR. President and Director (Principal Executive
- ----------------------------------------------------- Officer)
THOMAS NYLE MAXWELL, JR.
/s/ SCOTT L. THOMPSON Vice President and Director (Chief Financial
- ----------------------------------------------------- and Accounting Officer)
SCOTT L. THOMPSON
/s/ FRANK R. TODARO Director
- -----------------------------------------------------
FRANK R. TODARO
</TABLE>
II-38
<PAGE> 60
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
------- -----------
<C> <S>
*1.1 -- Form of Underwriting Agreement (Debt Securities).
*1.2 -- Form of Underwriting Agreement (Preferred Stock).
*1.3 -- Form of Underwriting Agreement (Common Stock).
4.1 -- Restated Certificate of Incorporation of the Company
(incorporated by reference to Exhibit 3.1 to the
Company's Registration Statement on Form S-1
(Registration No. 333-29893)).
4.2 -- Bylaws of the Company (incorporated by reference to
Exhibit 3.3 to the Company's Registration Statement on
Form S-1 (Registration No. 333-29893)).
4.3 -- 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)).
***4.4 -- Form of Senior Indenture.
***4.5 -- Form of Subordinated Indenture.
4.6 -- Form of Senior Debt Securities (included in Exhibit 4.4).
4.7 -- Form of Subordinated Debt Securities (included in Exhibit
4.5).
4.8 -- Rights Agreement between the Company and ChaseMellon
Shareholders 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)).
4.9 -- Third Amended and Restated Revolving Credit Agreement
Among the Company, its Subsidiary Borrowers and the banks
listed therein dated May 12, 1999 (incorporated by
reference to Exhibit 10.1 of the Company's Current Report
on Form 8-K filed May 25, 1999).
*4.10 -- Form of Depositary Agreement.
*4.11 -- Form of Depositary Receipt.
***5.1 -- Opinion of Vinson & Elkins L.L.P. as to the legality of
the securities being registered.
**12.1 -- Computation of Ratio of Earnings to Fixed Charges.
**23.1 -- Consent of Arthur Andersen LLP.
***23.2 -- Consent of Vinson & Elkins L.L.P. (see Exhibit 5.1).
24.1 -- Powers of attorney (included in the signature page of
this Registration Statement).
****25.1 -- Form T-1 Statement of Eligibility of Trustee under the
Senior Indenture.
****25.2 -- Form T-1 Statement of Eligibility of Trustee under the
Subordinated Indenture.
***99.1 -- Form of Lock-Up Agreement.
</TABLE>
- ---------------
* To be filed as an exhibit to a Current Report on Form 8-K.
** Filed herewith.
*** To be filed by an amendment.
**** To be filed in accordance with the requirements of Section 305(b)(2) of the
Trust Indenture Act and Rule 5b-3 promulgated thereunder.
<PAGE> 1
EXHIBIT 12.1
Computation of Ratio of Earnings to Fixed Charges
<TABLE>
<CAPTION>
Year ended December 31,
--------------------------------------------------------------------
1994 1995 1996 1997 1998
---- ---- ---- ---- ----
(dollars in thousands)
<S> <C> <C> <C> <C> <C>
Fixed Charges:
Interest on debt and capitalized leases $ 2,452 $ 3,471 $ 3,168 $ 3,986 $16,864
Interest element of rentals 962 1,011 1,057 1,517 5,083
-------- -------- -------- -------- --------
Total $ 3,414 $ 4,482 $ 4,225 $ 5,503 $ 21,947
======== ======== ======== ======== ========
Earnings:
Pretax Income $ 2,921 $ 4,379 $ 5,589 $ 6,391 $ 35,221
Addback: fixed charges 3,414 4,482 4,225 5,503 21,947
-------- -------- -------- -------- --------
Total $ 6,335 $ 8,861 $ 9,814 $ 11,894 $ 57,168
======== ======== ======== ======== ========
Ratio of Earnings to Fixed Charges 1.86 1.98 2.32 2.16 2.60
======== ======== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
Three Months ended March 31,
----------------------------
1999
----
<S> <C>
Fixed Charges:
Interest on debt and capitalized leases $ 5,643
Interest element of rentals 1,847
--------
Total $ 7,490
========
Earnings:
Pretax Income $ 10,228
Addback: fixed charges 7,490
--------
Total $ 17,718
========
Ratio of Earnings to Fixed Charges 2.37
========
</TABLE>
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated February 3, 1999
included in Group 1 Automotive, Inc.'s Form 10-K for the year ended
December 31, 1998 and to all references to our Firm included or incorporated by
reference in this registration statement.
ARTHUR ANDERSEN LLP
Houston, Texas
July 21, 1999
