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): August 13, 2002 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) (713) 647-5700 (Registrant's telephone number including area code) ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Written statement under oath of B. B. Hollingsworth, Jr., Chief Executive Officer of Group 1 Automotive, Inc., dated August 13, 2002. 99.2 Written statement under oath of Scott L. Thompson, Chief Financial Officer of Group 1 Automotive, Inc., dated August 13, 2002. ITEM 9. REGULATION FD DISCLOSURE On August 13, 2002, pursuant to SEC Order No. 4-460 dated June 27, 2002 (the "Order"), the Chief Executive Officer and Chief Financial Officer of Group 1 Automotive, Inc. filed written statements, under oath, in the form of Exhibit A to the Order with the Securities and Exchange Commission. The statements, copies of which are filed as Exhibits 99.1 and 99.2, are incorporated herein by reference. 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. Group 1 Automotive, Inc. August 13, 2002 By: /s/ Scott L. Thompson ------------------------- ----------------------------------- Date Scott L. Thompson, Executive Vice President, Chief Financial Officer and Treasurer INDEX TO EXHIBITS Exhibit No. Description ----------- ----------- 99.1 Written statement under oath of B. B. Hollingsworth, Jr., Chief Executive Officer of Group 1 Automotive, Inc., dated August 13, 2002. 99.2 Written statement under oath of Scott L. Thompson, Chief Financial Officer of Group 1 Automotive, Inc., dated August 13, 2002.