GPI » Topics » Internet Web Site and Availability of Public Filings

These excerpts taken from the GPI 10-K filed Feb 25, 2009.
Internet Web Site and Availability of Public Filings
 
Our Internet address is www.group1auto.com. We make the following information available free of charge on our Internet Web site:
 
  •  Annual Report on Form 10-K;
 
  •  Quarterly Reports on Form 10-Q;
 
  •  Current Reports on Form 8-K;
 
  •  Amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act;
 
  •  Our Corporate Governance Guidelines;
 
  •  The charters for our Audit, Compensation, Finance/Risk Management and Nominating/Governance Committees;
 
  •  Our Code of Conduct for Directors, Officers and Employees; and
 
  •  Our Code of Ethics for our Chief Executive Officer, Chief Financial Officer and Controller.
 
We make our filings with the Securities and Exchange Commission (the “SEC”) available on our Web site as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. We make our SEC filings available via a link to our filings on the SEC Web site. The above information is available in print to anyone who requests it. In addition, the public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E., Washington, DC 20549 and may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
 
Internet Web Site and Availability of Public Filings
 
Our Internet address is www.group1auto.com. We make the following information available free of charge on our Internet Web site:
 
  •  Annual Report on Form 10-K;
 
  •  Quarterly Reports on Form 10-Q;
 
  •  Current Reports on Form 8-K;
 
  •  Amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act;
 
  •  Our Corporate Governance Guidelines;
 
  •  The charters for our Audit, Compensation, Finance/Risk Management and Nominating/Governance Committees;
 
  •  Our Code of Conduct for Directors, Officers and Employees; and
 
  •  Our Code of Ethics for our Chief Executive Officer, Chief Financial Officer and Controller.
 
We make our filings with the Securities and Exchange Commission (the “SEC”) available on our Web site as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. We make our SEC filings available via a link to our filings on the SEC Web site. The above information is available in print to anyone who requests it. In addition, the public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E., Washington, DC 20549 and may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
 
Internet Web Site and Availability of Public Filings
 
Our Internet address is www.group1auto.com. We make the following information available free of charge on our Internet Web site:
 
  •  Annual Report on Form 10-K;
 
  •  Quarterly Reports on Form 10-Q;
 
  •  Current Reports on Form 8-K;
 
  •  Amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act;
 
  •  Our Corporate Governance Guidelines;
 
  •  The charters for our Audit, Compensation, Finance/Risk Management and Nominating/Governance Committees;
 
  •  Our Code of Conduct for Directors, Officers and Employees; and
 
  •  Our Code of Ethics for our Chief Executive Officer, Chief Financial Officer and Controller.
 
We make our filings with the Securities and Exchange Commission (the “SEC”) available on our Web site as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. We make our SEC filings available via a link to our filings on the SEC Web site. The above information is available in print to anyone who requests it. In addition, the public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E., Washington, DC 20549 and may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
 
Internet
Web Site and Availability of Public Filings



 



Our Internet address is www.group1auto.com. We make the
following information available free of charge on our Internet
Web site:


 






















































































  • 

Annual Report on
Form 10-K;
 
  • 

Quarterly Reports on
Form 10-Q;
 
  • 

Current Reports on
Form 8-K;
 
  • 

Amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act;
 
  • 

Our Corporate Governance Guidelines;
 
  • 

The charters for our Audit, Compensation, Finance/Risk
Management and Nominating/Governance Committees;
 
  • 

Our Code of Conduct for Directors, Officers and
Employees; and
 
  • 

Our Code of Ethics for our Chief Executive Officer, Chief
Financial Officer and Controller.


 



We make our filings with the Securities and Exchange Commission
(the “SEC”) available on our Web site as soon as
reasonably practicable after we electronically file such
material with, or furnish such material to, the SEC. We make our
SEC filings available via a link to our filings on the SEC Web
site. The above information is available in print to anyone who
requests it. In addition, the public may read and copy any
materials we file with the SEC at the SEC’s Public
Reference Room at 100 F. Street, N.E., Washington, DC 20549 and
may obtain information on the operation of the Public Reference
Room by calling the SEC at
1-800-SEC-0330.


 




Internet
Web Site and Availability of Public Filings



 



Our Internet address is www.group1auto.com. We make the
following information available free of charge on our Internet
Web site:


 






















































































  • 

Annual Report on
Form 10-K;
 
  • 

Quarterly Reports on
Form 10-Q;
 
  • 

Current Reports on
Form 8-K;
 
  • 

Amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act;
 
  • 

Our Corporate Governance Guidelines;
 
  • 

The charters for our Audit, Compensation, Finance/Risk
Management and Nominating/Governance Committees;
 
  • 

Our Code of Conduct for Directors, Officers and
Employees; and
 
  • 

Our Code of Ethics for our Chief Executive Officer, Chief
Financial Officer and Controller.


 



We make our filings with the Securities and Exchange Commission
(the “SEC”) available on our Web site as soon as
reasonably practicable after we electronically file such
material with, or furnish such material to, the SEC. We make our
SEC filings available via a link to our filings on the SEC Web
site. The above information is available in print to anyone who
requests it. In addition, the public may read and copy any
materials we file with the SEC at the SEC’s Public
Reference Room at 100 F. Street, N.E., Washington, DC 20549 and
may obtain information on the operation of the Public Reference
Room by calling the SEC at
1-800-SEC-0330.


 




Internet
Web Site and Availability of Public Filings



 



Our Internet address is www.group1auto.com. We make the
following information available free of charge on our Internet
Web site:


 






















































































  • 

Annual Report on
Form 10-K;
 
  • 

Quarterly Reports on
Form 10-Q;
 
  • 

Current Reports on
Form 8-K;
 
  • 

Amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act;
 
  • 

Our Corporate Governance Guidelines;
 
  • 

The charters for our Audit, Compensation, Finance/Risk
Management and Nominating/Governance Committees;
 
  • 

Our Code of Conduct for Directors, Officers and
Employees; and
 
  • 

Our Code of Ethics for our Chief Executive Officer, Chief
Financial Officer and Controller.


 



We make our filings with the Securities and Exchange Commission
(the “SEC”) available on our Web site as soon as
reasonably practicable after we electronically file such
material with, or furnish such material to, the SEC. We make our
SEC filings available via a link to our filings on the SEC Web
site. The above information is available in print to anyone who
requests it. In addition, the public may read and copy any
materials we file with the SEC at the SEC’s Public
Reference Room at 100 F. Street, N.E., Washington, DC 20549 and
may obtain information on the operation of the Public Reference
Room by calling the SEC at
1-800-SEC-0330.


 




These excerpts taken from the GPI 10-K filed Feb 28, 2008.
Internet Web Site and Availability of Public Filings
 
Our Internet address is www.group1auto.com. We make the following information available free of charge on our Internet Web site:
 
  •  Annual Report on Form 10-K;
 
  •  Quarterly Reports on Form 10-Q;
 
  •  Current Reports on Form 8-K;
 
  •  Amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act;
 
  •  Our Corporate Governance Guidelines;
 
  •  The charters for our Audit, Compensation, Finance/Risk Management and Nominating/Governance Committees;
 
  •  Our Code of Conduct for Directors, Officers and Employees; and
 
  •  Our Code of Ethics for our Chief Executive Officer, Chief Financial Officer and Controller.
 
We make our filings with the Securities and Exchange Commission (the “SEC”) available on our Web site as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC.


16


Table of Contents

We make our SEC filings available via a link to our filings on the SEC Web site. The above information is available in print to anyone who requests it. In addition, the public may read and copy any materials we file with the SEC at the SEC’s Public Reference Room at 100 F. Street, N.E., Washington, DC 20549 and may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
 
Internet
Web Site and Availability of Public Filings



 



Our Internet address is www.group1auto.com. We make the
following information available free of charge on our Internet
Web site:


 






















































































  • 

Annual Report on
Form 10-K;
 
  • 

Quarterly Reports on
Form 10-Q;
 
  • 

Current Reports on
Form 8-K;
 
  • 

Amendments to those reports filed or furnished pursuant to
Section 13(a) or 15(d) of the Exchange Act;
 
  • 

Our Corporate Governance Guidelines;
 
  • 

The charters for our Audit, Compensation, Finance/Risk
Management and Nominating/Governance Committees;
 
  • 

Our Code of Conduct for Directors, Officers and
Employees; and
 
  • 

Our Code of Ethics for our Chief Executive Officer, Chief
Financial Officer and Controller.


 



We make our filings with the Securities and Exchange Commission
(the “SEC”) available on our Web site as soon as
reasonably practicable after we electronically file such
material with, or furnish such material to, the SEC.





16





Table of Contents






We make our SEC filings available via a link to our filings on
the SEC Web site. The above information is available in print to
anyone who requests it. In addition, the public may read and
copy any materials we file with the SEC at the SEC’s Public
Reference Room at 100 F. Street, N.E., Washington, DC 20549 and
may obtain information on the operation of the Public Reference
Room by calling the SEC at
1-800-SEC-0330.


 




This excerpt taken from the GPI 10-K filed Feb 27, 2007.
Internet Web Site and Availability of Public Filings
 
Our Internet address is www.group1auto.com. We make the following information available free of charge on our Internet Web site:
 
  •  Annual Report on Form 10-K;
 
  •  Quarterly Reports on Form 10-Q;
 
  •  Current Reports on Form 8-K;
 
  •  Amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934;
 
  •  Our Corporate Governance Guidelines;
 
  •  The charters for our Audit, Compensation, Finance/Risk Management and Nominating/Governance Committees;
 
  •  Our Code of Conduct for Directors, Officers and Employees; and
 
  •  Our Code of Ethics for our Chief Executive Officer, Chief Financial Officer and Controller.
 
We make our SEC filings available on our Web site as soon as reasonably practicable after we electronically file such material with, or furnish such material to, the SEC. We make our SEC filings available via a link to our filings on the SEC Web site. The above information is available in print to anyone who requests it.
 
Item 1B.   Unresolved Staff Comments
 
None.
 
Item 2.   Properties
 
We use a number of facilities to conduct our dealership operations. Each of our dealerships may include facilities for (1) new and used vehicle sales, (2) vehicle service operations, (3) retail and wholesale parts operations, (4) collision service operations, (5) storage and (6) general office use. In the past we tried to structure our operations so as to avoid the ownership of real property. In connection with our acquisitions, we generally sought to lease rather than acquire the facilities on which the acquired dealerships were located. We generally entered into lease agreements with respect to such facilities that have 30-year total terms with 15-year initial terms and three five-year option periods, at our option. As a result, we lease the majority of our facilities under long-term operating leases. See Note 13 to our consolidated financial statements.
 
During 2006, we actively pursued our revised business strategy of acquiring real estate on which our existing dealerships are currently located, or improved or unimproved property where we intend to relocate our existing or future dealerships. To date, we have acquired our real estate by utilizing our existing cash reserves. We have decided to pursue our preferred business model of having one of our subsidiaries, Group 1 Realty, Inc., act as the landlord of our dealership operations. To that end, we acquired approximately $89.5 million of real estate in conjunction with our dealership acquisitions and existing facility improvement and expansion actions in 2006, as well as, through the selective exercise of lease buy-out options. With these acquisitions, we now own $117.4 million in real estate holdings. We are currently negotiating a stand-alone credit facility for the purpose of acquiring real estate and not deplete our capital resources that are customarily used for acquisition of desired dealerships. However, there can be no guaranty that we will ultimately enter into such credit facility.
 
Item 3.   Legal Proceedings
 
From time to time, our dealerships are named in claims involving the manufacture of automobiles, contractual disputes and other matters arising in the ordinary course of business.


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The Texas Automobile Dealers Association (“TADA”) and certain new vehicle dealerships in Texas that are members of the TADA, including a number of our Texas dealership subsidiaries, were named in two state court class action lawsuits and one federal court class action lawsuit. The three actions alleged that since January 1994, Texas dealers deceived customers with respect to a vehicle inventory tax and violated federal antitrust laws. In April 2002, the state court in which two of the actions were pending certified classes of consumers and the Texas Court of Appeals affirmed the trial court’s order of class certifications in October 2002. The defendants requested that the Texas Supreme Court review that decision, and the Court declined that request on March 26, 2004. The defendants petitioned the Texas Supreme Court to reconsider its denial, and that petition was denied on September 10, 2004. In the federal antitrust action, in March 2003, the federal district court also certified a class of consumers. Defendants appealed the district court’s certification to the Fifth Circuit Court of Appeals, which on October 5, 2004, reversed the class certification order and remanded the case back to the federal district court for further proceedings. In February 2005, the plaintiffs in the federal action sought a writ of certiorari to the United States Supreme Court in order to obtain review of the Fifth Circuit’s order, which request the Court denied. In June 2005, the Company’s Texas dealerships and certain other defendants in the lawsuits entered settlements with the plaintiffs in each of the cases. The settlement of the state court actions was approved by the state court in August 2006. The court dismissed the state court actions in October 2006. As a result of that settlement, the state court certified a settlement class of certain Texas automobile purchasers. Dealers participating in the settlement, including all of our Texas dealership subsidiaries, agreed to issue certificates for discounts off future vehicle purchases, refund cash in some circumstances, pay attorneys’ fees, and make certain disclosures regarding inventory tax charges when itemizing such charges on customer invoices. In addition, participating dealers have funded certain costs of the settlement, including costs associated with notice of the settlement to the class members. The federal action did not involve the certification of any additional classes. The federal court action was dismissed December 29, 2006. The Company paid the remaining expenses of its portion of the settlements in December 2006, which were approximately $1.1 million.
 
On August 29, 2005, our Dodge dealership in Metairie, Louisiana, suffered severe damage due to Hurricane Katrina and subsequent flooding. The dealership facility was leased. Pursuant to its terms, we terminated the lease based on damages suffered at the facility. The lessor disputed the termination as wrongful and instituted arbitration proceedings. The lessor demanded damages for alleged wrongful termination and other items related to alleged breaches of the lease agreement. In June 2006, we paid a total of $4.5 million in full and final settlement of all claims associated with the termination of the lease and in lieu of any further payments under the terms of the lease. At the time the lease was terminated, payments remaining due under the lease over the initial term thereof (155 months at the time of termination) totaled $16.3 million. The $4.5 million charge is reflected as a component of selling, general and administrative expenses in the accompanying consolidated statements of operations.
 
In addition to the foregoing matters, due to the nature of the automotive retailing business, we may be involved in legal proceedings or suffer losses that could have a material adverse effect on our business. In the normal course of business, we are required to respond to customer, employee and other third-party complaints. In addition, the manufacturers of the vehicles we sell and service have audit rights allowing them to review the validity of amounts claimed for incentive-, rebate-or warranty-related items and charge back the Company for amounts determined to be invalid rewards under the manufacturers’ programs, subject to the Company’s right to appeal any such decision. In August 2006, one of the Company’s manufacturers notified the Company of the results of a recently completed incentive and rebate-related audit at one of the Company’s dealerships, in which the manufacturer had assessed a $3.1 million claim against the Company for chargeback of alleged non-qualifying incentive and rebate awards. The Company believes that it has meritorious defenses against this claim that it will pursue under the manufacturer’s appeals process.
 
Other than as noted above, there are currently no legal or other proceedings pending against or involving us that, in our opinion, based on current known facts and circumstances, are expected to have a material adverse effect on our financial position or results of operations.
 
Item 4.   Submission of Matters to a Vote of Security Holders
 
None.


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