As filed with the Securities and Exchange Commission on May 27, 2004
Registration No.333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 100
HOUSTON, TEXAS 77024
(Address of principal executive offices, including zip code)
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GROUP 1 AUTOMOTIVE, INC. DEFERRED COMPENSATION PLAN
(Full title of the plan)
B.B. HOLLINGSWORTH, JR.
CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE OFFICER
950 ECHO LANE, SUITE 100
HOUSTON, TEXAS 77024
(Name and address of agent for service)
(713) 647-5700
(Telephone number, including area code, of agent for service)
Copies to:
Douglas E. McWilliams
Vinson & Elkins L.L.P.
2300 First City Tower, 1001 Fannin Street
Houston, Texas 77002
(713) 758-2222
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT
OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING OF
TO BE REGISTERED REGISTERED(3) SHARE PRICE(3) REGISTRATION FEE
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Deferred Compensation
Obligations(1)(2)............... $25,000,000 N/A $25,000,000 $3,168
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(1) The Deferred Compensation Obligations represent unsecured obligations of
Group 1 Automotive, Inc. to pay deferred compensation in the future in
accordance with the provisions of the Group 1 Automotive, Inc. Deferred
Compensation Plan (the "Plan"). The Deferred Compensation Obligations being
registered represent the maximum amount of compensation deferrals which, it
is anticipated, may be made by participants in the Plan during the
approximate 36 month period following the initial offering date under this
registration statement.
(2) The Deferred Compensation Obligations being registered relate to an
additional $25,000,000 of Deferred Compensation Obligations. $10,000,000 of
Deferred Compensation Obligations were previously registered pursuant to
Registration Statement No. 333-83260.
(3) Estimated in accordance with Rule 457(h) under the Securities Act of 1933,
as amended, solely for the purpose of calculating the amount of the
registration fee.
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STATEMENT UNDER GENERAL INSTRUCTION E TO FORM S-8
This registration statement registers an additional $25,000,000 of
deferred compensation obligations of Group 1 Automotive, Inc. ("Group 1"), to be
offered and sold under the Group 1 Automotive, Inc. Deferred Compensation Plan.
The contents of the previous registration statement on Form S-8 filed by Group 1
with the Securities and Exchange Commission (the "Commission") on February 22,
2002 (Registration No. 333-83260) (the "Prior Registration Statement") are
incorporated by reference into this registration statement pursuant to General
Instruction E to Form S-8 regarding registration of additional securities. The
Prior Registration Statement incorporated herein by reference contains a consent
of Arthur Andersen LLP, former independent public accountants to Group 1. We are
unable to obtain the written consent of Arthur Andersen to the inclusion of
their consent in this Registration Statement, and we have dispensed with the
requirement to file their consent in reliance on Rule 437A promulgated under the
Securities Act. Arthur Andersen has not consented to the inclusion of its report
in this Registration Statement. Because of Arthur Andersen's current financial
position, you may not be able to recover against Arthur Andersen for any claims
you may have under securities or other laws as a result of Arthur Andersen's
activities during the period in which it acted as our independent public
accountants.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The contents of the Prior Registration Statement are hereby
incorporated by reference.
ITEM 8. EXHIBITS.
Unless otherwise indicated below as being incorporated by reference to
another filing of Group 1 Automotive, Inc. with the Securities and Exchange
Commission, each of the following exhibits is filed with this registration
statement:
4.1 First Amendment to Group 1 Automotive, Inc. Deferred
Compensation Plan, as Amended and Restated.
4.2 Second Amendment to Group 1 Automotive, Inc. Deferred
Compensation Plan, as Amended and Restated.
5.1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page to this
Registration Statement).
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Houston, State of Texas, on May 25, 2004.
GROUP 1 AUTOMOTIVE, INC.
By: /s/ B.B. Hollingsworth, Jr.
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B.B. Hollingsworth, Jr.
Chairman, President and
Chief Executive Officer
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints B.B. Hollingsworth, Jr. and Robert T. Ray
as his or her 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 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 anything appropriate or
necessary to be done, as fully and for all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agent or their substitute or substitutes may lawfully do
or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities indicated below on May 25, 2004.
SIGNATURE TITLE
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/s/ B.B. Hollingsworth, Jr. Chairman, President and Chief Executive Officer
-------------------------------------------- (Principal Executive Officer)
B.B. Hollingsworth, Jr.
/s/ Robert T. Ray Senior Vice President, Chief Financial Officer
-------------------------------------------- and Treasurer
Robert T. Ray (Principal Financial and Accounting Officer)
/s/ John L. Adams Director
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John L. Adams
/s/ Robert E. Howard II Director
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Robert E. Howard II
/s/ Louis E. Lataif Director
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Louis E. Lataif
/s/ Stephen D. Quinn Director
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Stephen D. Quinn
/s/ J. Terry Strange Director
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J. Terry Strange
/s/ Max P. Watson, Jr. Director
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Max P. Watson, Jr.
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EXHIBIT INDEX
4.1 First Amendment to Group 1 Automotive, Inc. Deferred Compensation Plan,
as Amended and Restated.
4.2 Second Amendment to Group 1 Automotive, Inc. Deferred Compensation
Plan, as Amended and Restated.
5.1 Opinion of Vinson & Elkins L.L.P.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
24.1 Powers of Attorney (included on the signature page to this Registration
Statement).
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