UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 2
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
| | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2002
COMMISSION FILE NUMBER: 1-13461
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) (Zip code)
Registrant's telephone number including area code (713) 647-5700
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Title of each class Name of exchange on which Registered
COMMON STOCK, PAR VALUE $.01 PER SHARE NEW YORK STOCK EXCHANGE
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
None.
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes |X| No | |
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. |X|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes |X| No | |
The aggregate market value of the voting stock held by non-affiliates of
the Registrant was approximately $433.0 million as of February 28, 2003 (based
on the last sale price of such stock as quoted on the New York Stock Exchange).
At such date there was no non-voting stock outstanding.
State the aggregate market value of voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common equity,
as of the last business day of the registrant's most recently completed second
fiscal quarter: $740.8 million
As of February 28, 2003, there were 22.4 million shares of our common
stock, par value $.01 per share, outstanding.
Documents incorporated by reference: Proxy Statement of Group 1
Automotive, Inc. for the Annual Meeting of Stockholders to be held on May 21,
2003, which is incorporated into Part III of this Form 10-K.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Please see the definitive Proxy Statement of Group 1 Automotive, Inc. (the
"Company") for the Annual Meeting of Stockholders to be held on May 21, 2003,
which was filed with the Securities and Exchange Commission on April 22, 2003
and is incorporated herein by reference for the information concerning Certain
Relationships and Related Transactions.
In addition to the information contained in the Proxy Statement, effective
February 18, 2003, the Company sold certain dealership buildings in Oklahoma
City to Robert E. Howard II, a director of the Company, for $4.5 million and
leased them back on a 25-year lease. The sale price represents the Company's
cost basis in recently constructed buildings and no gain or loss was recognized.
The Company will pay Mr. Howard a market rental rate of $44,376 per month under
standard lease terms and believes that the terms of the lease are at fair market
value.
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
2
(d) Exhibits
EXHIBIT
NUMBER DESCRIPTION
------- -----------
3.1 -- Restated Certificate of Incorporation of the Company
(Incorporated by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1 Registration No.
333-29893).
3.2 -- Certificate of Designation of Series A Junior Participating
Preferred Stock (Incorporated by reference to Exhibit 3.2 of
the Company's Registration Statement on Form S-1 Registration
No. 333-29893).
3.3 -- Bylaws of the Company (Incorporated by reference to Exhibit
3.3 of the Company's Registration Statement on Form S-1
Registration No. 333-29893).
4.1 -- Specimen Common Stock Certificate (Incorporated by
reference to Exhibit 4.1 of the Company's Registration
Statement on Form S-1 Registration No. 333-29893).
4.2 -- Form of Subordinated Indenture (Incorporated by reference
to Exhibit 4.5 of the Company's Registration Statement on Form
S-3 Registration No. 333-69693).
4.3 -- Form of Subordinated Debt Securities (included in Exhibit
4.2).
4.4 -- First Supplemental Indenture dated as of March 5, 1999
among Group 1 Automotive, Inc., the Subsidiary Guarantors
named therein and IBJ Whitehall Bank & Trust Company
(Incorporated by reference to Exhibit 4.1 of the Company's
Current Report of Form 8-K dated March 5, 1999).
4.5 -- Form of 10 7/8% Senior Subordinated Note due March 1, 2009
(included in Exhibit 4.4).
10.1 -- Employment Agreement between the Company and B.B.
Hollingsworth, Jr. effective March 1, 2002 (Incorporated by
reference to Exhibit 10.1 of the Company's Annual Report on
Form 10-K for the year ended December 31, 2001).
10.2 -- Employment Agreement between the Company and Robert E.
Howard II dated November 3, 1997 (Incorporated by reference to
Exhibit 10.2 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1997).
10.3 -- Employment Agreement between the Company and John T. Turner
dated November 3, 1997 (Incorporated by reference to Exhibit
10.5 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1997).
10.4 -- Employment Agreement between the Company and Scott L.
Thompson dated November 3, 1997 (Incorporated by reference to
Exhibit 10.6 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1997).
10.5 -- 1996 Stock Incentive Plan (Incorporated by reference to
Exhibit 10.7 of the Company's Registration Statement on Form
S-1 Registration No. 333-29893).
10.6 -- First Amendment to 1996 Stock Incentive Plan (Incorporated
by reference to Exhibit 10.8 of the Company's Registration
Statement on Form S-1 Registration No. 333-29893).
10.7 -- Lease Agreement between Howard Pontiac GMC and Robert E.
Howard II (Incorporated by reference to Exhibit 10.9 of the
Company's Registration Statement on Form S-1 Registration No.
333-29893).
10.8 -- Lease Agreement between Bob Howard Motors and Robert E.
Howard II (Incorporated by reference to Exhibit 10.9 of the
Company's Registration Statement on Form S-1 Registration No.
333-29893).
10.9 -- Lease Agreement between Bob Howard Chevrolet and Robert E.
Howard II (Incorporated by reference to Exhibit 10.9 of the
Company's Registration Statement on Form S-1 Registration No.
333-29893).
10.10* -- Lease Agreement between Howard Pontiac-GMC, Inc. and North
Broadway Real Estate Limited Liability Company.
10.11 -- Rights Agreement between Group 1 Automotive, Inc. and
ChaseMellon Shareholder Services, L.L.C., as rights agent
dated October 3, 1997 (Incorporated by reference to Exhibit
10.10 of the Company's Registration Statement on Form S-1
Registration No. 333-29893).
10.12 -- 1998 Employee Stock Purchase Plan (Incorporated by
reference to Exhibit 10.11 of the Company's Registration
Statement on Form S-1 Registration No. 333-29893).
3
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.13 -- Form of Agreement between Toyota Motor Sales, U.S.A., and
Group 1 Automotive, Inc. (Incorporated by reference to Exhibit
10.12 of the Company's Registration Statement on Form S-1
Registration No. 333-29893).
10.14 -- Form of Supplemental Agreement to General Motors
Corporation Dealer Sales and Service Agreement (Incorporated
by reference to Exhibit 10.13 of the Company's Registration
Statement on Form S-1 Registration No. 333-29893).
10.15 -- Supplemental Terms and Conditions between Ford Motor
Company and Group 1 Automotive, Inc. dated September 4, 1997
(Incorporated by reference to Exhibit 10.16 of the Company's
Registration Statement on Form S-1 Registration No.
333-29893).
10.16 -- Toyota Dealer Agreement between Gulf States Toyota, Inc.
and Southwest Toyota, Inc. dated April 5, 1993 (Incorporated
by reference to Exhibit 10.17 of the Company's Registration
Statement on Form S-1 Registration No. 333-29893).
10.17 -- Lexus Dealer Agreement between Toyota Motor Sales, U.S.A.,
Inc. and SMC Luxury Cars, Inc. dated August 21, 1995
(Incorporated by reference to Exhibit 10.18 of the Company's
Registration Statement on Form S-1 Registration No.
333-29893).
10.18 -- Form of General Motors Corporation U.S.A. Sales and Service
Agreement (Incorporated by reference to Exhibit 10.25 of the
Company's Registration Statement on Form S-1 Registration No.
333-29893).
10.19 -- Fourth Amended and Restated Revolving Credit Agreement,
dated as of October 15, 1999, and effective as of November 1,
1999 (Incorporated by reference to Exhibit 10.1 of the
Company's Current Report on Form 8-K dated October 29, 1999).
10.20 -- Amendment to Fourth Amended and Restated Revolving Credit
Agreement, dated as of March 7, 2000 (Incorporated by
reference to Exhibit 10.23 of the Company's Annual Report on
Form 10-K for the year ended December 31, 2000).
10.21 -- Second Amendment to Fourth Amended and Restated Revolving
Credit Agreement, dated as of May 22, 2000 (Incorporated by
reference to Exhibit 10.24 of the Company's Annual Report on
Form 10-K for the year ended December 31, 2000).
10.22 -- Third Amendment to Fourth Amended and Restated Revolving
Credit Agreement, dated as of December 1, 2000 (Incorporated
by reference to Exhibit 10.25 of the Company's Annual Report
on Form 10-K for the year ended December 31, 2000).
10.23 -- Fourth Amendment to Fourth Amended and Restated Revolving
Credit Agreement, dated as of November 9, 2001 (Incorporated
by reference to Exhibit 10.23 of the Company's Annual Report
on Form 10-K for the year ended December 31, 2001).
10.24 -- Stock Pledge Agreement dated December 19, 1997
(Incorporated by reference to Exhibit 10.54 of the Company's
Annual Report on Form 10-K for the year ended December 31,
1997).
10.25 -- First Amendment to Group 1 Automotive, Inc. 1998 Employee
Stock Purchase Plan (Incorporated by reference to Exhibit
10.35 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1998).
10.26 -- Employment Agreement between the Company and John S. Bishop
dated October 7, 1998 (Incorporated by reference to Exhibit
10.37 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1998).
10.27 -- Form of Ford Motor Company Sales and Service Agreement
(Incorporated by reference to Exhibit 10.38 of the Company's
Annual Report on Form 10-K for the year ended December 31,
1998).
10.28 -- Form of Chrysler Corporation Sales and Service Agreement
(Incorporated by reference to Exhibit 10.39 of the Company's
Annual Report on Form 10-K for the year ended December 31,
1998).
10.29 -- Second Amendment to the 1996 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.1 of the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1999).
10.30 -- Group 1 Automotive, Inc. Deferred Compensation Plan, as
Amended and Restated (Incorporated by reference to Exhibit 4.1
of the Company's Registration Statement on Form S-8
Registration No. 333-83260).
10.31 -- Second Amendment to Group 1 Automotive, Inc. 1998 Employee
Stock Purchase Plan (Incorporated by reference to Exhibit 4.1
of the Company's Registration Statement on Form S-8
Registration No. 333-75754).
4
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.32 -- Third Amendment to Group 1 Automotive, Inc. 1996 Stock
Incentive Plan (Incorporated by reference to Exhibit 4.1 of
the Company's Registration Statement on Form S-8 Registration
No. 333-75784).
10.33 -- ISDA Master Agreement (Incorporated by reference to Exhibit
10.33 of the Company's Annual Report on Form 10-K for the year
ended December 31, 2001).
10.34 -- Interest Rate Swap Confirmation, dated as of July 23, 2001
(Incorporated by reference to Exhibit 10.34 of the Company's
Annual Report on Form 10-K for the year ended December 31,
2001).
10.35 -- Interest Rate Swap Confirmation, dated as of October 19,
2001 (Incorporated by reference to Exhibit 10.35 of the
Company's Annual Report on Form 10-K for the year ended
December 31, 2001).
10.36* -- Split Dollar Life Insurance Agreement between Group 1
Automotive, Inc., and Leslie Hollingsworth and Leigh
Hollingsworth Copeland, as Trustees of the Hollingsworth 2000
Children's Trust, dated as of January 23, 2002.
10.37* -- Lease Agreement between Bob Howard Automotive-East, Inc.
and REHCO EAST, L.L.C.
10.38* -- Lease Agreement between Howard-H, Inc. and REHCO, L.L.C.
10.39* -- Employment Agreement between the Company and Kevin H.
Whalen dated November 3, 2002.
10.40* -- Amendment to Lease Agreement between Howard-H, Inc. and
REHCO, L.L.C.
10.41* -- Lease Agreement between Howard Ford, Inc. and REHCO EAST,
L.L.C.
10.42* -- Stock Purchase Agreement by and among Group 1 Holdings-F,
L.L.C. and Howard Ford, Inc. and Robert E. Howard II dated as
of December 3, 2002.
10.43* -- Stock Purchase Agreement by and among BHE, Inc. and Bob
Howard German Imports, Inc. and Group 1 Holdings-DC, L.L.C.
dated effective January 1, 2003.
10.44* -- Split Dollar Life Insurance Payment Deferral Letter dated
February 25, 2003.
10.45 -- Bill of Sale and Assignment dated effective as of February 18,
2003 by and between Group 1 Realty, Inc. and REHCO, L.L.C.
11.1 -- Statement re: computation of earnings per share is included
under Note 2 to the financial statements.
21.1* -- Group 1 Automotive, Inc. Subsidiary List.
23.1* -- Consent of Ernst & Young LLP.
99.1** -- Certification of Chief Executive Officer of Group 1
Automotive, Inc. Pursuant to 18 U.S.C. section 1350.
99.2** -- Certification of Chief Financial Officer of Group 1
Automotive, Inc. Pursuant to 18 U.S.C. section 1350.
* Included as Exhibits to the Company's Annual Report on Form 10-K for the
year ended December 31, 2002, as filed on March 26, 2003.
** Included as Exhibits to Amendment No. 1 to the Company's Annual Report on
Form 10-K for the year ended December 31, 2002, as filed on March 28, 2003.
5
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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 in the city of Houston,
Texas, on the 30th day of April, 2003.
Group 1 Automotive, Inc.
By:/s/ B.B. Hollingsworth, Jr.
------------------------------
B.B. Hollingsworth, Jr.
Chairman, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant in the capacities indicated on the 30th day of April, 2003.
SIGNATURE TITLE
--------- -----
/s/ B.B. Hollingsworth, Jr. Chairman, President and Chief
------------------------------------- Executive Officer and Director
B.B. Hollingsworth, Jr. (Principal Executive Officer)
/s/ Scott L. Thompson Executive Vice President,
------------------------------------- Chief Financial Officer and Treasurer
Scott L. Thompson (Chief Financial and Accounting
Officer)
/s/ John L. Adams Director
-------------------------------------
John L. Adams
/s/ Bennett E. Bidwell Director
-------------------------------------
Bennett E. Bidwell
Director
-------------------------------------
Robert E. Howard II
/s/ Louis E. Lataif Director
-------------------------------------
Louis E. Lataif
Director
-------------------------------------
Stephen D. Quinn
Director
-------------------------------------
Max P. Watson, Jr.
/s/ Kevin H. Whalen Director
-------------------------------------
Kevin H. Whalen
6
CERTIFICATION
I, B.B. Hollingsworth, Jr., Chief Executive Officer, certify that:
1. I have reviewed this annual report on Form 10-K of Group 1 Automotive,
Inc., as amended;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: April 30, 2003
/s/ B.B. Hollingsworth, Jr.
--- -------------------------------
B.B. Hollingsworth, Jr.
Chief Executive Officer
CERTIFICATION
I, Scott L. Thompson, Chief Financial Officer, certify that:
1. I have reviewed this annual report on Form 10-K of Group 1 Automotive,
Inc., as amended;
2. Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this annual report;
3. Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) Designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this annual report
is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this annual report (the "Evaluation Date"); and
c) Presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent functions):
a) All significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to
record, process, summarize and report financial data and have
identified for the registrant's auditors any material weaknesses in
internal controls; and
b) Any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officer and I have indicated in this
annual report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and material
weaknesses.
Date: April 30, 2003
/s/ Scott L. Thompson
--------------------------------------
Scott L. Thompson
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
------- -----------
3.1 -- Restated Certificate of Incorporation of the Company
(Incorporated by reference to Exhibit 3.1 of the Company's
Registration Statement on Form S-1 Registration No.
333-29893).
3.2 -- Certificate of Designation of Series A Junior Participating
Preferred Stock (Incorporated by reference to Exhibit 3.2 of
the Company's Registration Statement on Form S-1 Registration
No. 333-29893).
3.3 -- Bylaws of the Company (Incorporated by reference to Exhibit
3.3 of the Company's Registration Statement on Form S-1
Registration No. 333-29893).
4.1 -- Specimen Common Stock Certificate (Incorporated by
reference to Exhibit 4.1 of the Company's Registration
Statement on Form S-1 Registration No. 333-29893).
4.2 -- Form of Subordinated Indenture (Incorporated by reference
to Exhibit 4.5 of the Company's Registration Statement on Form
S-3 Registration No. 333-69693).
4.3 -- Form of Subordinated Debt Securities (included in Exhibit
4.2).
4.4 -- First Supplemental Indenture dated as of March 5, 1999
among Group 1 Automotive, Inc., the Subsidiary Guarantors
named therein and IBJ Whitehall Bank & Trust Company
(Incorporated by reference to Exhibit 4.1 of the Company's
Current Report of Form 8-K dated March 5, 1999).
4.5 -- Form of 10 7/8% Senior Subordinated Note due March 1, 2009
(included in Exhibit 4.4).
10.1 -- Employment Agreement between the Company and B.B.
Hollingsworth, Jr. effective March 1, 2002 (Incorporated by
reference to Exhibit 10.1 of the Company's Annual Report on
Form 10-K for the year ended December 31, 2001).
10.2 -- Employment Agreement between the Company and Robert E.
Howard II dated November 3, 1997 (Incorporated by reference to
Exhibit 10.2 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1997).
10.3 -- Employment Agreement between the Company and John T. Turner
dated November 3, 1997 (Incorporated by reference to Exhibit
10.5 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1997).
10.4 -- Employment Agreement between the Company and Scott L.
Thompson dated November 3, 1997 (Incorporated by reference to
Exhibit 10.6 of the Company's Annual Report on Form 10-K for
the year ended December 31, 1997).
10.5 -- 1996 Stock Incentive Plan (Incorporated by reference to
Exhibit 10.7 of the Company's Registration Statement on Form
S-1 Registration No. 333-29893).
10.6 -- First Amendment to 1996 Stock Incentive Plan (Incorporated
by reference to Exhibit 10.8 of the Company's Registration
Statement on Form S-1 Registration No. 333-29893).
10.7 -- Lease Agreement between Howard Pontiac GMC and Robert E.
Howard II (Incorporated by reference to Exhibit 10.9 of the
Company's Registration Statement on Form S-1 Registration No.
333-29893).
10.8 -- Lease Agreement between Bob Howard Motors and Robert E.
Howard II (Incorporated by reference to Exhibit 10.9 of the
Company's Registration Statement on Form S-1 Registration No.
333-29893).
10.9 -- Lease Agreement between Bob Howard Chevrolet and Robert E.
Howard II (Incorporated by reference to Exhibit 10.9 of the
Company's Registration Statement on Form S-1 Registration No.
333-29893).
10.10* -- Lease Agreement between Howard Pontiac-GMC, Inc. and North
Broadway Real Estate Limited Liability Company.
10.11 -- Rights Agreement between Group 1 Automotive, Inc. and
ChaseMellon Shareholder Services, L.L.C., as rights agent
dated October 3, 1997 (Incorporated by reference to Exhibit
10.10 of the Company's Registration Statement on Form S-1
Registration No. 333-29893).
10.12 -- 1998 Employee Stock Purchase Plan (Incorporated by
reference to Exhibit 10.11 of the Company's Registration
Statement on Form S-1 Registration No. 333-29893).
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.13 -- Form of Agreement between Toyota Motor Sales, U.S.A., and
Group 1 Automotive, Inc. (Incorporated by reference to Exhibit
10.12 of the Company's Registration Statement on Form S-1
Registration No. 333-29893).
10.14 -- Form of Supplemental Agreement to General Motors
Corporation Dealer Sales and Service Agreement (Incorporated
by reference to Exhibit 10.13 of the Company's Registration
Statement on Form S-1 Registration No. 333-29893).
10.15 -- Supplemental Terms and Conditions between Ford Motor
Company and Group 1 Automotive, Inc. dated September 4, 1997
(Incorporated by reference to Exhibit 10.16 of the Company's
Registration Statement on Form S-1 Registration No.
333-29893).
10.16 -- Toyota Dealer Agreement between Gulf States Toyota, Inc.
and Southwest Toyota, Inc. dated April 5, 1993 (Incorporated
by reference to Exhibit 10.17 of the Company's Registration
Statement on Form S-1 Registration No. 333-29893).
10.17 -- Lexus Dealer Agreement between Toyota Motor Sales, U.S.A.,
Inc. and SMC Luxury Cars, Inc. dated August 21, 1995
(Incorporated by reference to Exhibit 10.18 of the Company's
Registration Statement on Form S-1 Registration No.
333-29893).
10.18 -- Form of General Motors Corporation U.S.A. Sales and Service
Agreement (Incorporated by reference to Exhibit 10.25 of the
Company's Registration Statement on Form S-1 Registration No.
333-29893).
10.19 -- Fourth Amended and Restated Revolving Credit Agreement,
dated as of October 15, 1999, and effective as of November 1,
1999 (Incorporated by reference to Exhibit 10.1 of the
Company's Current Report on Form 8-K dated October 29, 1999).
10.20 -- Amendment to Fourth Amended and Restated Revolving Credit
Agreement, dated as of March 7, 2000 (Incorporated by
reference to Exhibit 10.23 of the Company's Annual Report on
Form 10-K for the year ended December 31, 2000).
10.21 -- Second Amendment to Fourth Amended and Restated Revolving
Credit Agreement, dated as of May 22, 2000 (Incorporated by
reference to Exhibit 10.24 of the Company's Annual Report on
Form 10-K for the year ended December 31, 2000).
10.22 -- Third Amendment to Fourth Amended and Restated Revolving
Credit Agreement, dated as of December 1, 2000 (Incorporated
by reference to Exhibit 10.25 of the Company's Annual Report
on Form 10-K for the year ended December 31, 2000).
10.23 -- Fourth Amendment to Fourth Amended and Restated Revolving
Credit Agreement, dated as of November 9, 2001 (Incorporated
by reference to Exhibit 10.23 of the Company's Annual Report
on Form 10-K for the year ended December 31, 2001).
10.24 -- Stock Pledge Agreement dated December 19, 1997
(Incorporated by reference to Exhibit 10.54 of the Company's
Annual Report on Form 10-K for the year ended December 31,
1997).
10.25 -- First Amendment to Group 1 Automotive, Inc. 1998 Employee
Stock Purchase Plan (Incorporated by reference to Exhibit
10.35 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1998).
10.26 -- Employment Agreement between the Company and John S. Bishop
dated October 7, 1998 (Incorporated by reference to Exhibit
10.37 of the Company's Annual Report on Form 10-K for the year
ended December 31, 1998).
10.27 -- Form of Ford Motor Company Sales and Service Agreement
(Incorporated by reference to Exhibit 10.38 of the Company's
Annual Report on Form 10-K for the year ended December 31,
1998).
10.28 -- Form of Chrysler Corporation Sales and Service Agreement
(Incorporated by reference to Exhibit 10.39 of the Company's
Annual Report on Form 10-K for the year ended December 31,
1998).
10.29 -- Second Amendment to the 1996 Stock Incentive Plan
(Incorporated by reference to Exhibit 10.1 of the Company's
Quarterly Report on Form 10-Q for the quarter ended March 31,
1999).
10.30 -- Group 1 Automotive, Inc. Deferred Compensation Plan, as
Amended and Restated (Incorporated by reference to Exhibit 4.1
of the Company's Registration Statement on Form S-8
Registration No. 333-83260).
10.31 -- Second Amendment to Group 1 Automotive, Inc. 1998 Employee
Stock Purchase Plan (Incorporated by reference to Exhibit 4.1
of the Company's Registration Statement on Form S-8
Registration No. 333-75754).
EXHIBIT
NUMBER DESCRIPTION
------- -----------
10.32 -- Third Amendment to Group 1 Automotive, Inc. 1996 Stock
Incentive Plan (Incorporated by reference to Exhibit 4.1 of
the Company's Registration Statement on Form S-8 Registration
No. 333-75784).
10.33 -- ISDA Master Agreement (Incorporated by reference to Exhibit
10.33 of the Company's Annual Report on Form 10-K for the year
ended December 31, 2001).
10.34 -- Interest Rate Swap Confirmation, dated as of July 23, 2001
(Incorporated by reference to Exhibit 10.34 of the Company's
Annual Report on Form 10-K for the year ended December 31,
2001).
10.35 -- Interest Rate Swap Confirmation, dated as of October 19,
2001 (Incorporated by reference to Exhibit 10.35 of the
Company's Annual Report on Form 10-K for the year ended
December 31, 2001).
10.36* -- Split Dollar Life Insurance Agreement between Group 1
Automotive, Inc., and Leslie Hollingsworth and Leigh
Hollingsworth Copeland, as Trustees of the Hollingsworth 2000
Children's Trust, dated as of January 23, 2002.
10.37* -- Lease Agreement between Bob Howard Automotive-East, Inc.
and REHCO EAST, L.L.C.
10.38* -- Lease Agreement between Howard-H, Inc. and REHCO, L.L.C.
10.39* -- Employment Agreement between the Company and Kevin H.
Whalen dated November 3, 2002.
10.40* -- Amendment to Lease Agreement between Howard-H, Inc. and
REHCO, L.L.C.
10.41* -- Lease Agreement between Howard Ford, Inc. and REHCO EAST,
L.L.C.
10.42* -- Stock Purchase Agreement by and among Group 1 Holdings-F,
L.L.C. and Howard Ford, Inc. and Robert E. Howard II dated as
of December 3, 2002.
10.43* -- Stock Purchase Agreement by and among BHE, Inc. and Bob
Howard German Imports, Inc. and Group 1 Holdings-DC, L.L.C.
dated effective January 1, 2003.
10.44* -- Split Dollar Life Insurance Payment Deferral Letter dated
February 25, 2003.
10.45 -- Bill of Sale and Assignment dated effective as of February 18,
2003 by and between Group 1 Realty, Inc. and REHCO, L.L.C.
11.1 -- Statement re: computation of earnings per share is included
under Note 2 to the financial statements.
21.1* -- Group 1 Automotive, Inc. Subsidiary List.
23.1* -- Consent of Ernst & Young LLP.
99.1** -- Certification of Chief Executive Officer of Group 1
Automotive, Inc. Pursuant to 18 U.S.C. section 1350.
99.2** -- Certification of Chief Financial Officer of Group 1
Automotive, Inc. Pursuant to 18 U.S.C. section 1350.
* Included as Exhibits to the Company's Annual Report on Form 10-K for the
year ended December 31, 2002, as filed on March 26, 2003.
** Included as Exhibits to Amendment No. 1 to the Company's Annual Report on
Form 10-K for the year ended December 31, 2002, as filed on March 28, 2003.