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 1, 2005
Group 1 Automotive, Inc.
(Exact name of Registrant as specified in its charter)
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| Delaware
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1-13461
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76-0506313 |
(State or other jurisdiction of
incorporation or organization)
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(Commission File Number)
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(I.R.S. Employer
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)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 2.02. Results of Operations and Financial Condition.
On November 1, 2005, Group 1 Automotive, Inc. announced its financial results for the third quarter
and nine months ended September 30, 2005, and issued a press release relating to such financial
results. A copy of the press release is attached hereto as Exhibit 99.1. The press release is
incorporated in this Item 2.02 by reference, except for the sections of the press release under the
captions “Company Strategy” and “Management’s Outlook” which shall be deemed furnished pursuant to
Item 7.01.
As provided in General Instruction B.2. of Form 8-K, the information in this Item 2.02 (including
the press release attached as Exhibit 99.1 incorporated by reference in this Item 2.02) shall not
be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall
such information be deemed incorporated by reference in any filing under the Securities Act of
1933, as amended (the “Securities Act”), or the Exchange Act, except as shall be expressly set
forth by specific reference in such a filing.
Item 7.01. Regulation FD Disclosure.
On November 1, 2005, Group 1 Automotive, Inc. announced its financial results for the third quarter
and nine months ended September 30, 2005, and issued a press release relating to such financial
results. A copy of the press release is attached hereto as Exhibit 99.1. The information in the
press release under the captions “Company Strategy” and “Management’s Outlook” is furnished
pursuant to this Item 7.01.
As provided in General Instruction B.2. of Form 8-K, the information in this Item 7.01 (including
the press release attached as Exhibit 99.1 incorporated by reference in this Item 7.01) shall not
be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the
liabilities of that section, nor shall such information be deemed incorporated by reference in any
filing under the Securities Act, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
99.1 Press
Release of Group 1 Automotive, Inc., dated as of November 1, 2005.