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, 2003
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 ]
Indicate by check mark whether the registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). Yes [X] No [ ]
State the aggregate market value of voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, as of the last business day of the registrant's most
recently completed second fiscal quarter: $604.2 million.
As of March 1, 2004, there were 22.6 million shares of our common
stock, par value $.01 per share, outstanding.
Documents incorporated by reference: Proxy Statement of Group 1
Automotive, Inc. for the Annual Meeting of Stockholders to be held on May 19,
2004, which is incorporated into Part III of this Form 10-K.
2
PART IV
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 Exhibit
14.1--Code of Ethics for Specified Officers of Group 1 Automotive, Inc. dated
as of May 14, 2003 ("Code of Ethics"). The Company inadvertently filed its Code
of Conduct rather than its Code of Ethics as Exhibit 14.1 to the Company's
previously filed Form 10-K.
3
(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 -- Subordinated Indenture dated as of August 13, 2003 among
Group 1 Automotive, Inc., the Subsidiary Guarantors named
therein and Wells Fargo Bank, N.A., as Trustee
(Incorporated by reference to Exhibit 4.6 of the Company's
Registration Statement on Form S-4 Registration No.
333-109080).
4.3 -- First Supplemental Indenture dated as of August 13, 2003
among Group 1 Automotive, Inc., the Subsidiary Guarantors
named therein and Wells Fargo Bank, N.A., as Trustee
(Incorporated by reference to Exhibit 4.7 of the Company's
Registration Statement on Form S-4 Registration No.
333-109080).
4.4 -- Form of Subordinated Debt Securities (included in
Exhibit 4.3).
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 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).
10.3* -- 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).
10.4* -- 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).
10.5* -- 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).
10.6 -- 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).
10.7 -- 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).
10.8 -- 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).
10.9 -- Lease Agreement between Bob Howard Automotive-H and North
Broadway Real Estate (Incorporated by reference to Exhibit
10.9 of the Company's Registration Statement on Form S-1
Registration No. 333-29893).
10.10 -- 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).
10.11* -- 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).
10.12 -- 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).
4
EXHIBIT
NUMBER DESCRIPTION
------ -----------
10.13 -- 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).
10.14 -- 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).
10.15 -- 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).
10.16 -- 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).
10.17 -- 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).
10.18 -- Fifth Amended and Restated Revolving Credit Agreement,
dated as of June 2, 2003 (Incorporated by reference to
Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2003).
10.19 -- Form of Ford Motor Credit Company Automotive Wholesale
Plan Application for Wholesale Financing and Security
Agreement (Incorporated by reference to Exhibit 10.2 of the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2003).
10.20 -- First Amendment to Fifth Restated Revolving Credit
Agreement, dated as of July 25, 2003 (Incorporated by
reference to Exhibit 10.37 of the Company's Registration
Statement on Form S-4 Registration No. 333-109080).
10.21 -- 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).
10.22* -- 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).
10.23 -- 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).
10.24 -- 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).
10.25 -- Form of Nissan Division Dealer Sales and Service Agreement.
10.26 -- Form of Infiniti Division Dealer Sales and Service Agreement.
10.27* -- 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).
10.28* -- 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).
10.29* -- 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).
10.30* -- 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).
10.31 -- 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).
10.32 -- 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).
5
EXHIBIT
NUMBER DESCRIPTION
------ -----------
10.33* -- 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
(Incorporated by reference to Exhibit 10.36 of the
Company's Annual Report on Form 10-K for the year ended
December 31, 2002).
10.34 -- Lease Agreement between Bob Howard Automotive-East, Inc.
and REHCO East, L.L.C (Incorporated by reference to Exhibit
10.37 of the Company's Annual Report on Form 10-K for the
year ended December 31, 2002).
10.35 -- Lease Agreement between Howard-H, Inc. and REHCO, L.L.C
(Incorporated by reference to Exhibit 10.38 of the
Company's Annual Report on Form 10-K for the year ended
December 31, 2002).
10.36 -- Lease Agreement between Howard Pontiac-GMC, Inc. and North
Broadway Real Estate Limited Liability Company
(Incorporated by reference to Exhibit 10.39 of the
Company's Annual Report on Form 10-K for the year ended
December 31, 2002).
10.37* -- Employment Agreement between the Company and Kevin H.
Whalen dated November 3, 2002 (Incorporated by reference to
Exhibit 10.40 of the Company's Annual Report on Form 10-K
for the year ended December 31, 2002).
10.38 -- Lease Agreement between Howard-Ford, Inc. and REHCO EAST,
LLC dated as of February 28, 2003.
10.39 -- Amendment and Assignment of Lease between Howard Ford,
Inc., Howard-FLM, Inc. and REHCO EAST, LLC dated as of
November 1, 2003.
10.40* -- First Amendment to Employment Agreement between the Company
and B.B. Hollingsworth, Jr. effective March 1, 2002.
10.41* -- Split Dollar Life Insurance Payment Deferral Letter dated
January 28, 2004.
11.1 -- Statement re: computation of earnings per share is included
under Note 2 to the financial statements.
14.1+ -- Code of Ethics for Specified Officers of Group 1
Automotive, Inc. dated as of May 14, 2003.
21.1 -- Group 1 Automotive, Inc. Subsidiary List.
23.1 -- Consent of Ernst & Young LLP.
31.1+ -- Certification of Chief Executive Officer Under Section
302 of the Sarbanes-Oxley Act of 2002.
31.2+ -- Certification of Chief Financial Officer Under Section 302
of the Sarbanes-Oxley Act of 2002.
32.1+ -- Certification of Chief Executive Officer Under Section 906
of the Sarbanes-Oxley Act of 2002.
32.2+ -- Certification of Chief Financial Officer Under Section 906
of the Sarbanes-Oxley Act of 2002.
--------------
* Management contract or compensatory plan.
+ Filed herewith.
6
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 15th day of March, 2004.
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 15th day of March, 2004.
SIGNATURE TITLE
--------- -----
/s/ B.B. Hollingsworth, Jr. Chairman, President and Chief
------------------------------------------------- Executive Officer and Director (Principal
B.B. Hollingsworth, Jr. Executive Officer)
/s/ Scott L. Thompson Executive Vice President,
------------------------------------------------- Chief Financial Officer and Treasurer (Chief
Scott L. Thompson Financial and Accounting Officer)
Director
-------------------------------------------------
John L. Adams
Director
-------------------------------------------------
Robert E. Howard II
/s/ Louis E. Lataif Director
-------------------------------------------------
Louis E. Lataif
/s/ Stephen D. Quinn Director
-------------------------------------------------
Stephen D. Quinn
/s/ J. Terry Strange Director
-------------------------------------------------
J. Terry Strange
/s/ Max P. Watson, Jr. Director
-------------------------------------------------
Max P. Watson, Jr.
7
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 -- Subordinated Indenture dated as of August 13, 2003 among
Group 1 Automotive, Inc., the Subsidiary Guarantors named
therein and Wells Fargo Bank, N.A., as Trustee
(Incorporated by reference to Exhibit 4.6 of the Company's
Registration Statement on Form S-4 Registration No.
333-109080).
4.3 -- First Supplemental Indenture dated as of August 13, 2003
among Group 1 Automotive, Inc., the Subsidiary Guarantors
named therein and Wells Fargo Bank, N.A., as Trustee
(Incorporated by reference to Exhibit 4.7 of the Company's
Registration Statement on Form S-4 Registration No.
333-109080).
4.4 -- Form of Subordinated Debt Securities (included in
Exhibit 4.3).
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 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).
10.3* -- 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).
10.4* -- 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).
10.5* -- 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).
10.6 -- 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).
10.7 -- 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).
10.8 -- 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).
10.9 -- Lease Agreement between Bob Howard Automotive-H and North
Broadway Real Estate (Incorporated by reference to Exhibit
10.9 of the Company's Registration Statement on Form S-1
Registration No. 333-29893).
10.10 -- 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).
10.11* -- 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).
10.12 -- 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).
EXHIBIT
NUMBER DESCRIPTION
------ -----------
10.13 -- 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).
10.14 -- 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).
10.15 -- 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).
10.16 -- 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).
10.17 -- 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).
10.18 -- Fifth Amended and Restated Revolving Credit Agreement,
dated as of June 2, 2003 (Incorporated by reference to
Exhibit 10.1 of the Company's Quarterly Report on Form 10-Q
for the quarter ended June 30, 2003).
10.19 -- Form of Ford Motor Credit Company Automotive Wholesale
Plan Application for Wholesale Financing and Security
Agreement (Incorporated by reference to Exhibit 10.2 of the
Company's Quarterly Report on Form 10-Q for the quarter
ended June 30, 2003).
10.20 -- First Amendment to Fifth Restated Revolving Credit
Agreement, dated as of July 25, 2003 (Incorporated by
reference to Exhibit 10.37 of the Company's Registration
Statement on Form S-4 Registration No. 333-109080).
10.21 -- 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).
10.22* -- 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).
10.23 -- 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).
10.24 -- 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).
10.25 -- Form of Nissan Division Dealer Sales and Service Agreement.
10.26 -- Form of Infiniti Division Dealer Sales and Service Agreement.
10.27* -- 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).
10.28* -- 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).
10.29* -- 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).
10.30* -- 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).
10.31 -- 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).
10.32 -- 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).
EXHIBIT
NUMBER DESCRIPTION
------ -----------
10.33* -- 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
(Incorporated by reference to Exhibit 10.36 of the
Company's Annual Report on Form 10-K for the year ended
December 31, 2002).
10.34 -- Lease Agreement between Bob Howard Automotive-East, Inc.
and REHCO East, L.L.C (Incorporated by reference to Exhibit
10.37 of the Company's Annual Report on Form 10-K for the
year ended December 31, 2002).
10.35 -- Lease Agreement between Howard-H, Inc. and REHCO, L.L.C
(Incorporated by reference to Exhibit 10.38 of the
Company's Annual Report on Form 10-K for the year ended
December 31, 2002).
10.36 -- Lease Agreement between Howard Pontiac-GMC, Inc. and North
Broadway Real Estate Limited Liability Company
(Incorporated by reference to Exhibit 10.39 of the
Company's Annual Report on Form 10-K for the year ended
December 31, 2002).
10.37* -- Employment Agreement between the Company and Kevin H.
Whalen dated November 3, 2002 (Incorporated by reference to
Exhibit 10.40 of the Company's Annual Report on Form 10-K
for the year ended December 31, 2002).
10.38 -- Lease Agreement between Howard-Ford, Inc. and REHCO EAST,
LLC dated as of February 28, 2003.
10.39 -- Amendment and Assignment of Lease between Howard Ford,
Inc., Howard-FLM, Inc. and REHCO EAST, LLC dated as of
November 1, 2003.
10.40* -- First Amendment to Employment Agreement between the Company
and B.B. Hollingsworth, Jr. effective March 1, 2002.
10.41* -- Split Dollar Life Insurance Payment Deferral Letter dated
January 28, 2004.
11.1 -- Statement re: computation of earnings per share is included
under Note 2 to the financial statements.
14.1+ -- Code of Ethics for Specified Officers of Group 1
Automotive, Inc. dated as of May 14, 2003.
21.1 -- Group 1 Automotive, Inc. Subsidiary List.
23.1 -- Consent of Ernst & Young LLP.
31.1+ -- Certification of Chief Executive Officer Under Section
302 of the Sarbanes-Oxley Act of 2002.
31.2+ -- Certification of Chief Financial Officer Under Section 302
of the Sarbanes-Oxley Act of 2002.
32.1+ -- Certification of Chief Executive Officer Under Section 906
of the Sarbanes-Oxley Act of 2002.
32.2+ -- Certification of Chief Financial Officer Under Section 906
of the Sarbanes-Oxley Act of 2002.
--------------
* Management contract or compensatory plan.
+ Filed herewith.