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): June 3, 2003
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 June 3, 2003, Group 1 Automotive, Inc., a Delaware corporation,
announced that it had completed new expanded revolving credit arrangements. The
text of the press release is set forth below:
NEWS RELEASE GROUP 1 AUTOMOTIVE INC
950 Echo Lane, Suite 100, Houston, TX 77024
AT GROUP 1: Chairman, President and CEO B.B. Hollingsworth, Jr. (713) 647-5700
EVP, CFO and Treasurer Scott L. Thompson (713) 647-5700
Manager, Investor Relations Kim Paper (713) 647-5700
AT Fleishman-Hillard: Investors/Media Russell A. Johnson (713) 513-9515
FOR IMMEDIATE RELEASE
TUESDAY, JUNE 3, 2003
GROUP 1 AUTOMOTIVE COMPLETES NEW EXPANDED REVOLVING CREDIT ARRANGEMENTS
14 FINANCIAL INSTITUTIONS SUPPORT COMPANY'S GROWTH
HOUSTON, JUNE 3, 2003--GROUP 1 AUTOMOTIVE, INC. (NYSE: GPI), a Fortune 500
specialty retailer, today announced that it has completed new three-year
revolving credit arrangements with 14 leading financial institutions totaling
$1.075 billion, with the potential to expand to $1.3 billion. The arrangements
consist of a $775 million syndicated credit facility to finance inventory and
working capital, including acquisitions; and a separate $300 million floorplan
credit facility to finance Ford Motor Company manufactured new vehicles.
The $775 million syndicated credit facility can be increased to $1.0 billion and
includes 13 financial institutions. Vehicle inventory financing represents 75
percent and working capital/acquisitions represent the remaining 25 percent of
the credit facility. Lenders in the syndicated facility include two
manufacturer-captive finance companies and 11 commercial banks. The
manufacturer-captive finance companies are Toyota Motor Credit Corporation and
BMW Financial Services NA, LLC. Commercial banks include JPMorgan Chase Bank,
Comerica Bank, Bank One Texas, N.A., U.S. Bank N.A., Sovereign Bank, Key Bank
National Association, BNP Paribas, Wells Fargo Bank, N.A., Bank of Oklahoma,
N.A., Southwest Bank of Texas, N.A. and Amarillo National Bank. The syndication
was arranged through JPMorgan Chase Bank.
Additionally, the company executed a $300 million credit arrangement with Ford
Motor Credit Corporation to finance Ford Motor Company manufactured new vehicle
inventory.
"The continued support of leading lenders is evidence of the strong long-term
relationships we have built with the commercial banking community and our
automobile manufacturer partners," said B.B. Hollingsworth, Jr., Group 1's
chairman, president and chief executive officer. "The new arrangements will help
ensure long-term access to reasonably priced capital for acquisitions and
inventory."
Hollingsworth noted that the entire working capital/acquisition portion of the
previous syndicated credit facility was undrawn.
Year-to-date, Group 1 has closed acquisitions with estimated annual revenues of
$131.2 million. In 2003, the company is targeting to add dealerships with
aggregate annual revenues totaling approximately $800 million, consisting of
strategic tuck-in acquisitions to augment its current markets and platform
acquisitions to enter markets not presently served.
ABOUT GROUP 1 AUTOMOTIVE, INC.
Group 1 owns 73 automotive dealerships comprised of 114 franchises, 29 brands,
and 25 collision service centers located in California, Colorado, Florida,
Georgia, Louisiana, Massachusetts, New Mexico, Oklahoma and Texas. Through its
dealerships and Internet sites, the Company sells new and used cars and light
trucks; arranges related financing, vehicle service and insurance contracts;
provides maintenance and repair services; and sells replacement parts.
GROUP 1 AUTOMOTIVE CAN BE REACHED ON THE INTERNET AT WWW.GROUP1AUTO.COM
This press release contains "forward-looking statements" within the meaning of
the Securities Act of 1933 and the Securities Exchange Act of 1934. These
statements include statements regarding our plans, goals, beliefs or current
expectations, including those plans, goals, beliefs and expectations of our
officers and directors with respect to, among other things:
o the completion of future acquisitions
o operating cash flows and availability and cost of capital
Any such forward-looking statements are not assurances of future performance and
involve risks and uncertainties. Actual results may differ materially from
anticipated results in the forward-looking statements for a number of reasons,
including:
o the future economic environment, including consumer
confidence, interest rates, the level of manufacturer
incentives and the availability of consumer credit may affect
the demand for new and used vehicles and parts and service
sales
o the effect of adverse international developments such as war,
terrorism, political conflicts or other hostilities
o regulatory environment, adverse legislation, or unexpected
litigation
o our principal automobile manufacturers, especially Ford,
Toyota/Lexus, GM and DaimlerChrysler, may not continue to
produce or make available to us vehicles that are in high
demand by our customers
o requirements imposed on us by our manufacturers may affect our
acquisitions and capital expenditures related to our
dealership facilities
o our dealership operations may not perform at expected levels
or achieve expected improvements
o we may not achieve expected future cost savings and our future
costs could be higher than we expected
o available capital resources and various debt agreements may
limit our ability to complete acquisitions, complete
construction of new or expanded facilities or repurchase
shares
o our cost of financing could increase significantly
o new accounting standards could materially impact our reported
earnings per share
o we may not complete additional acquisitions or the pace of
acquisitions may change
o we may not be able to adjust our cost structure
o we may lose key personnel
o competition in our industry may impact our operations or our
ability to complete acquisitions
o we may not achieve expected sales volumes from the franchises
granted to us
o insurance costs could increase significantly
o we may not obtain inventory of new and used vehicles and
parts, including imported inventory, at the cost or in the
volume we expect
This information and additional factors that could affect our operating results
and performance are described in our Form 10-K, set forth under the headings
"Business-Risk Factors" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations." We urge you to carefully consider those
factors.
All forward-looking statements attributable to us are qualified in their
entirety by this cautionary statement.
###
In accordance with General Instruction B.2. of Form 8-K, the
information contained in such press release 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, thereunto duly authorized.
Group 1 Automotive, Inc.
June 3, 2003 By: /s/ Scott L. Thompson
---------------------- ----------------------------------------------
Date Scott L. Thompson, Executive Vice President,
Chief Financial Officer and Treasurer