<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 17, 1999
GROUP 1 AUTOMOTIVE, INC.
(Exact name of Registrant as specified in its charter)
Delaware 76-0506313
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
950 Echo Lane, Suite 350
Houston, Texas 77024
(Address of principal executive offices) (Zip code)
(713) 467-6268
(Registrant's telephone number including area code)
<PAGE> 2
ITEM 5. OTHER EVENTS
On March 17, 1999, Group 1 Automotive, Inc., a Delaware corporation
(the "Company"), announced that it has agreed to acquire 12 dealership
franchises in three markets with aggregate revenues of $275 million in 1998.
The total consideration for the dealerships is approximately $32 million in
cash and 595,000 shares of Group 1 common stock. The acquisitions are subject
to customary closing conditions, including approval of various manufacturers,
government agencies and the completion of due diligence.
On March 17, 1999, the Company issued a press release relating to the
transactions. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated herein by reference.
ITEM 7. EXHIBITS
(c) 99.1 Press Release of Group 1 Automotive, Inc., dated as of March
17, 1999, reporting on the transactions.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Group 1 Automotive, Inc.
<TABLE>
<S> <C>
April 6, 1999 By: /s/ Scott L. Thompson
- ------------------ -------------------------------------
Date Scott L. Thompson, Senior Vice President,
Chief Financial Officer and Treasurer
</TABLE>
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
99.1 Press Release of Group 1 Automotive, Inc., dated as of March 17, 1999,
reporting on the transactions.
</TABLE>
<PAGE> 1
NEWS BULLETIN GROUP 1 AUTOMOTIVE, INC.
From:
The Financial Relations Board Inc 950 Echo Lane, Suite 350 Houston, TX 77024
<TABLE>
- ------------------------------------------------------------------------------------
<S> <C> <C>
AT GROUP 1: Chairman, President and CEO B. B. Hollingsworth, Jr. (713) 467-6268
Sr. VP, CFO and Treasurer Scott L. Thompson (713) 467-6268
AT FRB: General Inquiries Marilyn Windsor (312) 640-6692
Analyst Inquiries Bill Schmidle (312) 640-6753
Media Inquiries Laura Kuhlmann (312) 640-6727
- ------------------------------------------------------------------------------------
</TABLE>
FOR IMMEDIATE RELEASE
WEDNESDAY, MARCH 17, 1999
GROUP 1 AUTOMOTIVE TO ACQUIRE DEALERSHIPS IN
FLORIDA, OKLAHOMA AND TEXAS
SECOND FLORIDA PLATFORM ESTABLISHED;
PREVIOUSLY ANNOUNCED ALBUQUERQUE AND OKLAHOMA ACQUISITIONS CLOSED;
COMPANY'S ANNUAL REVENUE RUN RATE OVER $2.4 BILLION
HOUSTON, MARCH 17, 1999--GROUP 1 AUTOMOTIVE, INC. (NYSE: GPI), a leading
operator and consolidator in the automotive retailing industry, announced today
that it has agreed to acquire dealerships with aggregate revenues of over $275
million. These acquisitions include 12 dealership franchises in three markets
and upon completion, will bring Group 1's annualized revenue run rate to over
$2.4 billion, representing more than 100,000 retail car and truck sales.
According to the company, the consideration for the three transactions is
approximately $32 million cash and 595,000 shares of Group 1 common stock. The
acquisitions are subject to customary closing conditions, including approval of
various manufacturers, government agencies and the completion of due diligence.
Group 1 expects to close the transactions before the end of the third quarter
of 1999.
Group 1 also announced that it has closed its previously announced acquisitions
of Sunshine Pontiac, Buick and GMC, located in Albuquerque, N.M., and South
Pointe Chevrolet in Tulsa, Okla., and the exchange of a Lincoln-Mercury
dealership for a BMW dealership in Beaumont, Texas.
NORTH FLORIDA PLATFORM ESTABLISHED
Sandy Sansing Automotive Group, with operations in Pensacola, Fla., will become
Group 1's north Florida platform. The Sansing Group, with revenues of
approximately $165 million, consists of two Chevrolet dealerships and two
Nissan dealerships, as well as BMW and Oldsmobile franchises. Sandy Sansing
will execute a long-term employment contract and his management team will
continue to operate the dealerships.
-MORE-
<PAGE> 2
GROUP AUTOMOTIVE, INC.
ADD -1-
"Our new platform complements Carroll Automotive, our existing platform in
south Florida. We are pleased to have the opportunity to add another quality
dealership platform, with talented, committed management, in one of the
fastest-growing states in the country," said B.B. Hollingsworth Jr., Group 1's
chairman, president and chief executive officer. "The Sansing Group is our
sixth platform addition since our initial public offering in November 1997, and
I am proud to welcome Sandy and his management team to Group 1."
OKLAHOMA CITY AND DALLAS OPERATIONS ENHANCED
Benchmark Mercedes-Benz, Jaguar and Volvo, located in Oklahoma City, will be
added to Group 1's Howard platform, which will then consist of 16 dealership
franchises. Group 1's Dallas platform will be augmented by the addition of
Rodeo Dodge and Village Chrysler-Plymouth.
"These new additions in Oklahoma City and the Dallas area will augment our
current platforms and allow us to realize further economies of scale and
deliver additional operating leverage," Hollingsworth stated.
ALBUQUERQUE, BEAUMONT AND OKLAHOMA ACQUISITIONS CLOSE
Sunshine Pontiac, Buick and GMC was added to Group 1's Albuquerque platform,
Johns Automotive Group. Rick Matthews, Sunshine's general manager, has signed a
long-term employment contract and his management team will continue to operate
the dealership.
Group 1 also announced that its Beaumont platform has completed the exchange of
a Lincoln-Mercury dealership for a BMW dealership. The company now operates 12
dealership franchises in Beaumont.
South Pointe Chevrolet is Group 1's first dealership in Tulsa. South Pointe
became part of the Howard Group and will serve as a base to create a Tulsa
platform.
Hollingsworth confirmed that two other previously announced acquisitions, the
Gene Messer Automotive Group, which will become Group 1's West Texas platform,
and Tidwell Ford in Atlanta, are on track to close by the end of the second
quarter. In the first quarter of 1999, the company has announced agreements to
acquire 28 dealership franchises with $720 million in revenues, including two
new platforms.
Group 1 is a leading operator and consolidator in the highly fragmented
automotive retailing industry. Upon completion of all announced acquisitions,
Group 1 will own 83 dealership franchises comprised of 24 different brands, and
17 collision service centers located in Texas, Oklahoma, New Mexico, Colorado,
Florida and Georgia. Through its dealerships the company sells new and used
cars and light trucks, provides maintenance and repair services, sells
replacement parts and arranges related financing, insurance and vehicle service
contracts.
-MORE-
<PAGE> 3
GROUP 1 AUTOMOTIVE, INC.
ADD -2-
This press release contains certain forward-looking statements within the
meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934,
which are subject to known and unknown risks, uncertainties or other factors
not under Group 1's control that may cause the actual results, performance or
achievements of Group 1 to be materially different from the results,
performance or other expectations implied by these forward-looking statements.
Some of these risks, uncertainties and other factors include those disclosed in
Group 1's filings with the Securities and Exchange Commission.
FOR ADDITIONAL INFORMATION REGARDING GROUP 1 AUTOMOTIVE FREE OF CHARGE VIA FAX,
DIAL 1-800-PRO-INFO AND USE THE COMPANY'S STOCK SYMBOL, "GPI."
GROUP 1 AUTOMOTIVE, INC. CAN BE REACHED ON THE INTERNET AT www.group1auto.com
-MORE-
