SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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): MAY 9, 2002
GROUP 1 AUTOMOTIVE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 001-13461 76-0506313
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) 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
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On May 9, 2002, the Audit Committee of the Board of Directors of Group 1
Automotive, Inc. (the "Company") and the Board of Directors of the Company
approved engaging Ernst & Young LLP to serve as the Company's independent public
accountants for 2002, replacing Arthur Andersen LLP ("Andersen") which had
previously served as the Company's independent public accountants. The decision
to change independent public accountants is not a reflection of Andersen's
capabilities, commitment or quality of services to the Company. As independent
public accountants, the Andersen team exhibited the highest degree of
professionalism and quality service.
Andersen's reports on the Company's consolidated financial statements for the
past two fiscal years contained no adverse opinion or disclaimer of opinion and
were not qualified or modified as to uncertainty, audit scope or accounting
principles.
During the Company's two most recent fiscal years and the period from January 1,
2002 through May 9, 2002, there were no disagreements with Andersen on any
matter of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to the
satisfaction of Andersen, would have caused Andersen to make reference to the
subject matter of the disagreements in connection with Andersen's report; and
during such period there were no "reportable events" of the kind listed in Item
304(a)(1)(v) of Regulation S-K.
The Company provided Andersen with a copy of the foregoing disclosure and
requested Andersen to furnish the Company with a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the statements
by the Company in the foregoing disclosure and, if not, stating the respects in
which it does not agree. Andersen's letter is filed as Exhibit 16.1 to this
Current Report on Form 8-K.
During the Company's two most recent fiscal years and through the date of this
Current Report on Form 8-K, the Company did not consult Ernst & Young LLP with
respect to the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on the Company's consolidated financial statements, or any other
matters or reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation
S-K.
ITEM 7. EXHIBITS.
16.1 - Letter dated May 13, 2002, from Arthur Andersen LLP to the Securities
and Exchange Commission.
99.1 Press Release dated May 10, 2002.
SIGNATURE
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 hereunto duly authorized.
GROUP 1 AUTOMOTIVE, INC.
Date: May 13, 2002 By: /s/ SCOTT L. THOMPSON
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Scott L. Thompson
Executive Vice President, Chief
Financial Officer and Treasurer
EXHIBIT INDEX
16.1 - Letter dated May 13, 2002, from Arthur Andersen LLP to the Securities
and Exchange Commission.
99.1 Press Release dated May 10, 2002.