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): DECEMBER 12, 2002 GROUP 1 AUTOMOTIVE, INC. (Exact name of registrant as specified in its charter) DELAWARE 001-13461 76-0506313 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) 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 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits 99.1 Press Release of Group 1 Automotive, Inc. dated as of December 12, 2002, announcing revised earnings guidance. ITEM 9. REGULATION FD DISCLOSURE On December 12, 2002, Group 1 Automotive, Inc., a Delaware corporation, issued a press release announcing revised 2002 and 2003 earnings guidance. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2. of Form 8-K, the information contained in such press release shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such a filing. 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. December 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 Press Release of Group 1 Automotive, Inc. dated as of December 12, 2002, announcing revised earnings guidance.