UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
|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|
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
This Form 10-K/A is being filed for the sole purpose of filing the
Certifications of the Company's Chief Executive Officer and the Company's Chief
Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act (the
"Certifications") as Exhibits 99.1 and 99.2 to the Company's Form 10-K which
was originally filed on March 26, 2002. The Certifications were inadvertently
sent to the Securities and Exchange Commission with the Company's previously
filed Form 10-K as correspondence files rather than as exhibits to the Form
10-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.
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.
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 28th day of March, 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 28th day of March, 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
/s/ Stephen D. Quinn Director
-------------------------------------
Stephen D. Quinn
Director
-------------------------------------
Max P. Watson, Jr.
/s/ Kevin H. Whalen Director
-------------------------------------
Kevin H. Whalen
6
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.
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.