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): November 12, 2002
GROUP 1 AUTOMOTIVE, INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-13461 76-0506313
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
950 Echo Lane, Suite 100
Houston, Texas 77024
(Address of principal executive offices) (Zip code)
(713) 647-5700
(Registrant's telephone number including area code)
ITEM 9. REGULATION FD DISCLOSURE
On November 12, 2002, Group 1 Automotive, Inc. filed a Form 10-Q for
the quarter ended September 30, 2002. Pursuant to Section 906 of the Sarbanes
Oxley Act, the chief executive officer and the chief financial officer executed
certifications certifying to the accuracy of the financial information contained
therein. The certifications are set forth below:
CERTIFICATION OF
CHIEF EXECUTIVE OFFICER
OF GROUP 1 AUTOMOTIVE, INC.
PURSUANT TO 18 U.S.C. Section 1350
I, B.B. Hollingsworth, Jr., Chief Executive Officer of Group 1
Automotive, Inc. (the "Company"), hereby certify, to the best of my knowledge,
that the accompanying report on Form 10-Q for the quarterly period ending
September 30, 2002, and filed with the Securities and Exchange Commission on the
date hereof pursuant to Section 13(a) of the Securities Exchange Act of 1934
(the "Report") by the Company fully complies with the requirements of that
section.
I further certify, to the best of my knowledge, that the information
contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.
/s/ B.B. Hollingsworth, Jr.
---------------------------
B.B. Hollingsworth, Jr.
November 12, 2002
CERTIFICATION OF
CHIEF FINANCIAL OFFICER
OF GROUP 1 AUTOMOTIVE, INC.
PURSUANT TO 18 U.S.C. Section 1350
I, Scott L. Thompson, Chief Financial Officer of Group 1 Automotive,
Inc. (the "Company"), hereby certify, to the best of my knowledge, that the
accompanying report on Form 10-Q for the quarterly period ending September 30,
2002, and filed with the Securities and Exchange Commission on the date hereof
pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the "Report")
by the Company fully complies with the requirements of that section.
I further certify, to the best of my knowledge, that the information
contained in the Report fairly presents, in all material respects, the financial
condition and results of operations of the Company.
/s/ Scott L. Thompson
---------------------------
Scott L. Thompson
November 12, 2002
In accordance with General Instruction B.2. of Form 8-K, the
information contained in such certifications shall not be deemed "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
except as shall be expressly set forth by specific reference in such a filing.
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 hereunto duly authorized.
Group 1 Automotive, Inc.
November 12, 2002 By: /s/ Scott L. Thompson
------------------------ ----------------------------------
Date Scott L. Thompson, Executive Vice
President, Chief Financial Officer
and Treasurer