Unassociated Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

Group 1 Automotive, Inc.
(Name of Issuer)
 
Common Stock, par value $.01 per share
(Title of Class of Securities)
 
398905109
(CUSIP Number)
 
Lincoln da Cunha Pereira Filho
C/O UAB Motors Participações S.A.
Rua do Rócio, 291 - 6° andar
 Vila Olimpia, São Paulo, SP
Brazil 04552-000
Tel.: (55)11-3040-7990
 
Copy to:
Cleary Gottlieb Steen & Hamilton LLP
One Liberty Plaza,
New York, NY
USA 10006
Attention: Juan G. Giraldez
Tel.: (1) 212-225-2372
 
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
February 28, 2013
(Date of Event which Requires Filing of this Statement)
 
If the Filing Person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box. o
 
 
Note.            Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d -7 for other parties to whom copies are to be sent.
 
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
(Continued on following pages)
 
Page 1 of 10
 

 
CUSIP No. 398905109
13D
 Page 2 of 10 Pages
 
1
NAMES OF REPORTING PERSONS
Lincoln da Cunha Pereira Filho
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                                                                                               (a) o
                                                                                                                                               (b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)       o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Brazilian
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
361,646
8
SHARED VOTING POWER
1,477,809
9
SOLE DISPOSITIVE POWER
361,646
10
SHARED DISPOSITIVE POWER
1,477,809
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
361,646
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES          o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.59
14
TYPE OF REPORTING PERSON
IN
 
 
Page 2 of 10
 
 
CUSIP No. 398905109
13D
 Page 3 of 10 Pages
 
1
NAMES OF REPORTING PERSONS
João Alberto Gross Figeiró
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                                                                                               (a) o
                                                                                                                                               (b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)       o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Brazilian
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
361,646
8
SHARED VOTING POWER
1,477,809
9
SOLE DISPOSITIVE POWER
361,646
10
SHARED DISPOSITIVE POWER
1,477,809
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
361,646
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES          o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.59
14
TYPE OF REPORTING PERSON
IN

 
Page 3 of 10
 
 
CUSIP No. 398905109
13D
 Page 4 of 10 Pages
 
1
NAMES OF REPORTING PERSONS
André Ribeiro da Cunha Pereira
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                                                                                               (a) o
                                                                                                                                               (b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)       o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Brazilian
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
394,376
8
SHARED VOTING POWER
1,477,809
9
SOLE DISPOSITIVE POWER
394,376
10
SHARED DISPOSITIVE POWER
1,477,809
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
394,376
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES          o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.74
14
TYPE OF REPORTING PERSON
IN

 
Page 4 of 10
 
 
 
 
 
 
 
CUSIP No. 398905109
13D
 Page 5 of 10 Pages
 
1
NAMES OF REPORTING PERSONS
Maurício Vaz Rodrigues
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                                                                                               (a) o
                                                                                                                                               (b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)       o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Brazilian
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
329,487
8
SHARED VOTING POWER
1,477,809
9
SOLE DISPOSITIVE POWER
329,487
10
SHARED DISPOSITIVE POWER
1,477,809
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
329,487
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES          o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
1.45
14
TYPE OF REPORTING PERSON
IN
   
 
 
Page 5 of 10
 

CUSIP No. 398905109
13D
 Page 6 of 10 Pages
 
1
NAMES OF REPORTING PERSONS
RSPJR Enterprises, Inc.
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                                                                                                                               (a) o
                                                                                                                                               (b) o
3
SEC USE ONLY
4
SOURCE OF FUNDS
OO
5
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)       o
6
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF
SHARES
BENEFICIALLY OWNED BY
EACH
REPORTING
PERSON WITH
7
SOLE VOTING POWER
30,654
8
SHARED VOTING POWER
1,477,809
9
SOLE DISPOSITIVE POWER
30,654
10
SHARED DISPOSITIVE POWER
1,477,809
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
30,654
12
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES          o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
0.13
14
TYPE OF REPORTING PERSON
CO
   
 
 
Page 6 of 10
 
 
Item 1.Security and Issuer.

This statement (the “Statement”) relates to the common stock, par value $.01 per share (the “Common Stock”) of Group 1 Automotive, Inc., a Delaware corporation (the “Issuer”).  According to the Issuer’s most recent annual report, as of February 14, 2013, there were 22,730,588 shares of Common Stock outstanding.  The address of the principal executive offices of the Issuer is 800 Gessner, Suite 500 Houston, Texas 77024.

Item 2.  Identity and Background.

This Statement is filed pursuant to Rule 13d-1(a) under the Act, and is being filed jointly on behalf of each of the persons listed below (collectively, the “Filing Persons”).

 
(1)
Lincoln da Cunha Pereira Filho is a citizen of Brazil with a corporate office at UAB Motors Participações S.A. located at Rua do Rócio, 291 6° andar, Vila Olimpia, São Paulo, SP, Brazil 04552-000. Mr. Pereira is a director of the Issuer.

 
(2)
João Alberto Gross Figueiró is a citizen of Brazil with a corporate office at UAB Motors Participações S.A. located at Rua do Rócio, 291 6° andar, Vila Olimpia, São Paulo, SP, Brazil 04552-000. Mr. Figueiró is the Chief Financial Officer of UAB Motors Participações S.A., at the address set forth above.

 
(3)
André Ribeiro da Cunha Pereira is a citizen of Brazil with a corporate office at UAB Motors Participações S.A. located at Rua do Rócio, 291 6° andar, Vila Olimpia, São Paulo, SP, Brazil 04552-000. Mr. Pereira is a consultant to UAB Motors Participações S.A., at the address set forth above.

 
(4)
Maurício Vaz Rodrigues is a citizen of Brazil with a corporate office at UAB Motors Participações S.A. located at Rua do Rócio, 291 6° andar, Vila Olimpia, São Paulo, SP, Brazil 04552-000. Mr. Rodrigues is the Chief Operating Officer of UAB Motors Participações S.A., at the address set forth above.

 
(5)
RSPJR Enterprises, Inc., a corporation duly organized under the Laws of the State of Delaware, with its representative office at Corporation Trust Center, 1209 Orange Street in Wilmington, registered with the Brazilian Federal Taxpayers’ Registry (CNPJ/MF) under No. 05.713.088/0001-02.  RSPJR Enterprises, Inc. is a holding company whose primary investments are the Common Stock of the Issuer disclosed herein.

   None of the Filing Persons, to the best of their knowledge, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.


Item 3.  Sources and Amount of Funds or Other Consideration.

The information set forth in Items 2, 5 and 6 of this Statement is incorporated by reference in its entirety into this Item 3.

Item 4.  Purpose of Transaction.

The information set forth in Items 2, 5 and 6 of this Statement is incorporated by reference in its entirety into this Item 4.
 
 
 
Page 7 of 10
 
 
Item 5.  Interest in Securities of the Issuer.

(a) and (b).         The Filing Persons have, as of March 8, 2013, the following interests in the Shares:

 
Shares
Beneficially
Owned
% of
Class
Sole Power
to Vote
Shared Power
to Vote
Sole Power
to Dispose
Shared Power
to Dispose
Lincoln da Cunha Pereira Filho
361,646
1.59
0
1,477,809
0
1,477,809
             
João Alberto Gross Figueiró
361,646
1.59
0
1,477,809
0
1,477,809
             
André Ribeiro da Cunha Pereira
394,376
1.74
0
1,477,809
0
1,477,809
             
Maurício Vaz Rodrigues
329,487
1.45
0
1,477,809
0
1,477,809
             
RSPJR Enterprises, Inc.
30,654
0.13
0
1,477,809
0
1,477,809

(c).                      No Filing Persons has effected any transactions in the Common Stock of the Issuer in the past sixty days.

(d).                     To the best knowledge of the Filing Persons, no person other than the Filing Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by the Filing Persons identified in this Item 5.

(e).                      Not applicable.

Item 6.  Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer.
 
The Filing Persons collectively held all of the outstanding capital stock of UAB Motors Participações S.A. (“UAB”), a sociedade anônima organized under the laws of the Federative Republic of Brazil, which operated an automotive retailing business in Brazil.  The Issuer purchased all the outstanding capital stock of UAB on February 28, 2013 pursuant to the Share Purchase Agreement dated January 24, 2013, which is attached hereto as Exhibit 2.  The Issuer agreed, inter alia, to give an amount in cash and the Common Stock that is the subject of this Statement as consideration for the acquisition.

On February 28, 2013, the Issuer entered into a Stockholders Agreement, which is attached hereto as Exhibit 3, with the Filing Persons.  The Stockholders Agreement, among other things, sets forth (i) certain restrictions on the transfer of Common Stock of the Issuer held by the Filing Persons, (ii) certain demand and piggy-back registration rights of the Filing Persons, subject to registration procedures and obligations of the Filing Persons and (iii) certain arrangements regarding the nomination of a representative of the Filing Persons to the board of directors of the Issuer and indemnification and insurance of such nominee elected to the board, including that the Filing Persons have the right to designate one director to the board of directors of the Issuer so long as certain stock ownership of the Issuer is maintained and the first such person nominated to the board of directors of the Issuer is Lincoln da Cunha Pereira Filho.
 
On February 28, 2013, the Issuer also entered into an Escrow Agreement with the Filing Persons and JPMorgan Chase Bank, NA pursuant to which, inter alia, the Filing Persons agreed to maintain a portion of the Common Stock that is the subject of this Statement is escrow as a guarantee for the benefit of the Issuer  in respect of the indemnification obligations assumed by the Filing Persons under the Share Purchase Agreement.
 
Except as described above, none of the Filing Persons has entered into any contract, arrangement, understanding or relationship with respect to the securities of the Issuer.
 
 
Page 8 of 10
 
 
Item 7.  Exhibits.
 
Exhibit 1
Joint Filing Agreement, dated March 8, 2013 among Lincoln da Cunha Pereira Filho, João Alberto Gross Figueiró, André Ribeiro da Cunha Pereira, Maurício Vaz Rodrigues and RSPJR Enterprises, Inc.
   
Exhibit 2
Share Purchase Agreement, dated January 24, 2013 among Group 1 Automotive, Inc., Lincoln da Cunha Pereira Filho, João Alberto Gross Figueiró, André Ribeiro da Cunha Pereira, Maurício Vaz Rodrigues, RSPJR Enterprises, Inc. and UAB Motors Participações S.A. (Incorporated by reference to Exhibit 2.1 of Group 1 Automotive, Inc.'s Current Report on Form 8-K (File No. 001-13461) filed January 30, 2013)
   
Exhibit 3
Stockholders Agreement, dated February 28, 2013, among Group 1 Automotive, Inc., Lincoln da Cunha Pereira Filho, João Alberto Gross Figueiró, André Ribeiro da Cunha Pereira, Maurício Vaz Rodrigues and RSPJR Enterprises, Inc. (Incorporated by reference to Exhibit 10.1 of Group 1 Automotive, Inc.'s Current Report on Form 8-K (File No. 001-13461) filed March 5, 2013)
 
 
 
 
 
 
 
 
Page 9 of 10
 
 
SIGNATURE
 
     After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Dated:  March 8, 2013
 
André Ribeiro da Cunha Pereira

/s/ André Ribeiro da Cunha Pereira                                                                


Lincoln da Cunha Pereira Filho

/s/ Lincoln da Cunha Pereira Filho                                                                


João Alberto Gross Figueiró

/s/ João Alberto Gross Figueiró                                                      


Maurício Vaz Rodrigues

/s/ Maurício Vaz Rodrigues                                              

RSPJR Enterprises, Inc.

/s/ Roger Searle Penske Jr.                                              
Name: Roger Searle Penske Jr.
Title: President





Page 10 of 10