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): August 2, 2002
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)
(713) 647-5700
(Registrant's telephone number including area code)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On August 1, 2002, Group 1 Automotive, Inc., a Delaware corporation
(the "Company"), closed its acquisition of the Miller Auto Group ("Miller")
pursuant to the terms of the Stock Purchase Agreement by and among Group 1
Automotive, Inc. and Miller Automotive Group, Inc. and Frederic Harris Miller
and Barbara Miller, Trustees of the Miller Trust of 1980 (Restated) and Michael
E. Miller dated as of April 23, 2002 (the "Agreement"). Miller, consisting of
six automotive dealerships, is based in the Los Angeles area and has annual
revenues of approximately $400 million. The consideration for such dealerships,
which was determined after an arms length negotiation between the Company and
Fred and Mike Miller, consisted of approximately $59.3 million in cash, which
was calculated as goodwill value plus tangible net assets of the companies
acquired, and was funded by borrowings under the Company's credit facility.
In connection with the acquisitions, Fred and Mike Miller executed
two-year management agreements with the Company and are bound by certain
post-employment non-competition covenants contained in the Agreement.
The real estate and facilities used by the acquired dealerships are
leased from affiliates of the former stockholders of the acquired companies
under long-term leases with rental rates that the Company believes approximate
fair market rates. The Company also assumed certain unrelated third-party
leases.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description of Exhibit
2.1* Stock Purchase Agreement by and among Group 1
Automotive, Inc. and Miller Automotive Group, Inc.
and Frederic Harris Miller and Barbara Miller,
Trustees of the Miller Trust of 1980 (Restated) and
Michael E. Miller dated as of April 23, 2002.
2.2 First Amendment to Stock Purchase Agreement,
effective June 10, 2002, by and among Group 1
Automotive, Inc., Miller Automotive Group, Inc.,
Frederick Harris Miller and Barbara Miller Trustees
of the Miller Trust of 1980 (Restated) and Mike
Miller.
2.3 Second Amendment to Stock Purchase Agreement,
effective August 1, 2002, by and among Group 1
Automotive, Inc., Miller Automotive Group, Inc.,
Frederick Harris Miller and Barbara Miller Trustees
of the Miller Trust of 1980 (Restated) and Mike
Miller.
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* Application has been made to the Securities and Exchange Commission for
confidential treatment of certain provisions of these exhibits. Omitted
material for which confidential treatment has been requested has been
filed separately with the Securities and Exchange Commission.
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.
August 13, 2002 By: /s/ Scott L. Thompson
--------------------- --------------------------------------------
Date Scott L. Thompson, Executive Vice President,
Chief Financial Officer and Treasurer
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1* Stock Purchase Agreement by and among Group 1
Automotive, Inc. and Miller Automotive Group, Inc.
and Frederic Harris Miller and Barbara Miller,
Trustees of the Miller Trust of 1980 (Restated) and
Michael E. Miller dated as of April 23, 2002.
2.2 First Amendment to Stock Purchase Agreement,
effective June 10, 2002, by and among Group 1
Automotive, Inc., Miller Automotive Group, Inc.,
Frederick Harris Miller and Barbara Miller Trustees
of the Miller Trust of 1980 (Restated) and Mike
Miller.
2.3 Second Amendment to Stock Purchase Agreement,
effective August 1, 2002, by and among Group 1
Automotive, Inc., Miller Automotive Group, Inc.,
Frederick Harris Miller and Barbara Miller Trustees
of the Miller Trust of 1980 (Restated) and Mike
Miller.
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* Application has been made to the Securities and Exchange Commission for
confidential treatment of certain provisions of these exhibits. Omitted
material for which confidential treatment has been requested has been
filed separately with the Securities and Exchange Commission.