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): October
28, 2008
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 |
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
800 Gessner, Suite 500
Houston, Texas 77024
(Address of principal executive offices) (Zip code)
(713) 647-5700
(Registrant’s telephone number including area code)
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Not
Applicable |
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Former name or former address, if changed since last report
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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:
o Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
o Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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| Item 2.02. |
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Results of Operations and Financial Condition. |
On October
28, 2008, Group 1 Automotive, Inc., a Delaware corporation (the
“Company”), issued a press release
announcing its financial results for the third quarter ended September 30, 2008. A
copy of the press release is attached hereto as Exhibit 99.1, the
contents of which (other than the portion of the press release
entitled “Share Repurchase”) is incorporated in this Item 2.02 by reference.
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 October
28, 2008, the Company also announced that it repurchased 37,300
shares of its common stock during the third quarter. A copy of the
press release is attached hereto as Exhibit 99.1, the portion of
which entitled “Share Repurchase” is incorporated in this Item 7.01
by reference.
As
provided in General Instructions B.2. of Form 8-K, the information in
such portion of 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall such information be deemed incorporated by reference in
any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall
be expressly set forth by specific reference in such a filing.
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| Item 9.01. |
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Financial Statements and Exhibits. |
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99.1 |
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Press Release of Group 1 Automotive, Inc., dated as of October
28, 2008. |
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.
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Group 1 Automotive, Inc. |
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October
28, 2008
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By:
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/s/ John C. Rickel |
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John C. Rickel, Senior Vice President and Chief Financial Officer |