SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K/A (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED, AS OF OCTOBER 7, 1996) OR [ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED] Commission file number 001-13461 ------ A. Full title of the plan and address of the plan, if different from that of the issuer named below: Group 1 Automotive, Inc. 401(k) Savings Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Group 1 Automotive, Inc. 950 Echo Lane, Suite 100 Houston, Texas 77024 REQUIRED INFORMATION This Form 11-K/A is being filed for the sole purpose of filing the Certifications of the principal executive officer and principal financial officer of the Group 1 Automotive, Inc. 401(k) Savings Plan pursuant to Section 906 of the Sarbanes-Oxley Act (the "Certifications") as Exhibits 99.1 and 99.2 to this Form 11-K which was originally filed on June 18, 2003. SIGNATURES THE PLAN. Pursuant to the requirements of the Securities Exchange Act of 1934, the Company (or other persons who administer the employee benefit plan) has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Group 1 Automotive, Inc. 401(k) Savings Plan ----------------------------------- Date: July 22, 2003 /s/ J. BROOKS O'HARA ------------------------------------ J. Brooks O'Hara Vice President, Human Resources Plan Administrator EXHIBIT INDEX Exhibit No. Description ------- ----------- 99.1 Certification of Principal Executive Officer of the Group 1 Automotive, Inc. 401(k) Savings Plan 99.2 Certification of Principal Financial Officer of the Group 1 Automotive, Inc. 401(k) Savings Plan