-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WMD2R2suYgK2ms8Y2Ybw7Vi4q5+jSrpC+XRmlVYUTMgmDtDzvTc7k1SO+K7xN/oZ EGiZXPIIeuenY7zTuVe/Ng== 0000950129-97-004720.txt : 19971115 0000950129-97-004720.hdr.sgml : 19971115 ACCESSION NUMBER: 0000950129-97-004720 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19971113 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GROUP 1 AUTOMOTIVE INC CENTRAL INDEX KEY: 0001031203 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 760506313 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-51911 FILM NUMBER: 97717425 BUSINESS ADDRESS: STREET 1: 950 ECHO LANE STREET 2: STE 350 CITY: HOUSTON STATE: TX ZIP: 77024 BUSINESS PHONE: 7134679260 MAIL ADDRESS: STREET 1: 950 ECHO LANE STREET 2: STE 350 CITY: HOUSTON STATE: TX ZIP: 77024 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WHALEN KEVIN H CENTRAL INDEX KEY: 0001049564 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 9400 SOUTHWEST FREEWAY CITY: HOUSTON STATE: TX ZIP: 77074 BUSINESS PHONE: 7132703953 MAIL ADDRESS: STREET 1: 9400 SOUTHWEST FREEWAY CITY: HOUSTON STATE: TX ZIP: 77074 SC 13D 1 KEVIN H. WHALEN FOR GROUP 1 AUTOMOTIVE 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 Group 1 Automotive, Inc. - ------------------------------------------------------------------------------ (Name of the Issuer) Common Stock, par value $.01 per share - ------------------------------------------------------------------------------ (Title of Class of Securities) 398905109 - ------------------------------------------------------------------------------ (CUSIP Number) B.B. Hollingsworth, Jr. 950 Echo Lane, Suite 350 Houston, Texas 77024 (713) 467-6268 - ------------------------------------------------------------------------------ (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 3, 1997 - ------------------------------------------------------------------------------ (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1 (b)(3) or (4), check the following box [ ]. Page 1 of 7 Pages Exhibit Index on Page 7 2 CUSIP No. 398905109 13D Page 2 of 7 Pages - ------------------------------------------------------------------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Kevin H. Whalen - ------------------------------------------------------------------------------ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ------------------------------------------------------------------------------ 3 SEC USE ONLY - ------------------------------------------------------------------------------ 4 SOURCE OF FUNDS 00 - ------------------------------------------------------------------------------ 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS [ ] REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) - ------------------------------------------------------------------------------ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States of America - ------------------------------------------------------------------------------ 7 SOLE VOTING POWER 774,040 NUMBER ---------------------------------------------------- OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED ---------------------------------------------------- BY 9 SOLE DISPOSITIVE POWER EACH REPORTING 774,040 PERSON ---------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------ 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 774,040 - ------------------------------------------------------------------------------ 12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES [ ] CERTAIN SHARES - ------------------------------------------------------------------------------ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.4% - ------------------------------------------------------------------------------ 14 TYPE OF REPORTING PERSON IN - ------------------------------------------------------------------------------ 3 CUSIP No. 398905109 13D Page 3 of 7 Pages ITEM 1. SECURITY AND ISSUER. This statement relates to the common stock, par value $.01 per share (the "Common Stock") of Group 1 Automotive, Inc., a Delaware corporation (the "Issuer"). The address of the principal executive offices of the Issuer is 950 Echo Lane, Suite 350, Houston, Texas 77024. ITEM 2. IDENTITY AND BACKGROUND. This statement is filed by Kevin H. Whalen., who is a natural person and a citizen of the United States of America. Mr. Whalen is employed by the Issuer, serving as Chief Operating Officer McCall Group and has a business address of 950 Echo Lane, Suite 350, Houston, Texas 77024. During the past five years, Mr. Whalen has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). Mr. Whalen is not currently, and during the last five years has not been, party to a civil proceeding of a judicial or administrative body of competent jurisdiction, resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws, or finding any violations with respect to such law. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Mr. Whalen acquired beneficial ownership of the shares of Common Stock reported on this Schedule 13D in connection with the acquisition by the Issuer of all of the issued and outstanding capital stock of Southwest Toyota, Inc. in exchange for shares of Common Stock of the Issuer. The Issuer acquired (the "Acquisition") Mr. Whalen's interests in Southwest Toyota, Inc. pursuant to a Stock Purchase Agreement (the "Stock Purchase Agreement") among the Issuer, Southwest Toyota, Inc. and the stockholders of Southwest Toyota, Inc. dated as of June 14, 1997. Mr. Whalen collectively owned approximately 44.4% of Southwest Toyota, Inc. prior to the Acquisition. The Acquisition was consummated on November 3, 1997. ITEM 4. PURPOSE OF TRANSACTION. Mr. Whalen acquired his shares of Common Stock for investment purposes in connection with the consolidation by the Issuer of 16 separate companies that own and operate automobile dealerships and related services (the "Consolidation"). Mr. Whalen intends to review his investment in the Issuer on a continuing basis and, depending upon the price of the Common Stock, subsequent developments affecting the Issuer, the Issuer's business and prospects, general stock market and economic conditions, tax considerations and other factors deemed relevant, may decide to increase or decrease his current investment in the Common Stock of the Issuer. Except as set forth in this Item 4, Mr. Whalen does not have any plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 to Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER There were 9,524,915 shares of Common Stock issued and outstanding as of November 3, 1997, the date of the consummation of the Acquisition. There were 14,673,051 shares of Common Stock outstanding as of November 4, 1997, the date of the consummation of the Issuer's initial public offering of its Common Stock. Mr. Whalen is deemed to be the beneficial owner of 774,040 shares of Common Stock, which constitute approximately 5.4% of the total issued and outstanding shares of Common Stock at November 4, 1997. Mr. Whalen has the sole power to vote or direct the vote and the sole power to dispose or to direct the disposition of all shares of Common Stock that he beneficially owns. Other than the 774,040 shares of Common Stock reported on this Schedule 13D which Mr. Whalen acquired on November 3, 1997 pursuant to the Stock Purchase Agreement, Mr. Whalen has not acquired any shares of Common Stock within the past 60 days. 4 CUSIP No. 398905109 13D Page 4 of 7 Pages ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Pursuant to the Stock Purchase Agreement, Mr. Whalen has agreed with the Issuer not to sell the shares of Common Stock that he received in the Acquisition for a period of two years after the date of consummation of the Acquisition. This restriction relates to all of the 774,040 shares of Common Stock beneficially owned by Mr. Whalen. The Stock Purchase Agreement is incorporated herein by reference to Exhibit 1. Pursuant to an agreement (the "American Honda Agreement") among American Honda Motor Co., Inc. ("American Honda"), the Issuer and certain stockholders of the Issuer dated October 21, 1997, Mr. Whalen has agreed not to sell, transfer or otherwise dispose of shares of Common Stock that he received in the Acquisition, or the voting rights associated therewith, without the prior written consent of American Honda. The American Honda Agreement is incorporated herein by reference to Exhibit 2. Mr. Whalen entered into a lock-up agreement (the "Lock-up Agreement") with the underwriters of the initial public offering of the Issuer in which he agreed not to sell or otherwise dispose of any shares of Common Stock for a period of 180 days after October 29, 1997 without the prior written consent of the underwriters. The Lock-up Agreement is incorporated herein be reference to Exhibit 3. Mr. Whalen may receive a portion of 592,303 shares of Common Stock currently held in escrow pending General Motors' approval of the Issuer's acquisition of an automobile dealership in Tulsa, Oklahoma. If such acquisition is not consummated with General Motors' approval by November 4, 1999, the shares currently held in escrow will be distributed pro rata to each person who received Common Stock in connection with the Consolidation. If the shares currently held in escrow are distributed pro rata, Mr. Whalen will receive approximately 51,325 shares of Common Stock. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS 1. Stock Purchase Agreement among Group 1 Automotive, Inc., Southwest Toyota, Inc. and the stockholders of Southwest Toyota, Inc. dated June 14, 1997 (incorporated by reference to Exhibit 2.6 to the Issuer's Registration Statement on Form S-1 filed June 24, 1997 (Registration No. 333-29893)). 2. Agreement between American Honda Motor Co., Inc. and the Dealership Parties dated as of October 21, 1997 (incorporated by reference to Exhibit 10.24 to Amendment No. 4 to the Issuer's Registration Statement on Form S-1 filed October 24, 1997 (Registration No. 333-29893)). 3. Lock-up Agreement among Kevin H. Whalen and the Underwriters of the Issuer's initial public offering. 5 CUSIP No. 398905109 13D Page 5 of 7 Pages SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. November 13, 1997 By: /s/ Kevin H. Whalen - ----------------------- ----------------------- Date Name: Kevin H. Whalen The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature. ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) 6 CUSIP No. 398905109 13D Page 6 of 7 Pages 7 EXHIBIT INDEX Exhibit Description ------- ----------- 1. Stock Purchase Agreement among Group 1 Automotive, Inc., Southwest Toyota, Inc. and the stockholders of Southwest Toyota, Inc. dated June 14, 1997 (incorporated by reference to Exhibit 2.6 to the Issuer's Registration Statement on Form S-1 filed June 24, 1997 (Registration No. 333-29892)). 2. Agreement between American Honda Motor Co., Inc. and the Dealership Parties dated as of October 21, 1997 (incorporated by reference to Exhibit 10.24 to Amendment No. 4 to the Issuer's Registration Statement on Form S-1 filed October 24, 1997 (Registration No. 333-29893). 3. Lock-up Agreement among Kevin H. Whalen and the Underwriters of the Issuer's initial public offering. EX-99.3 2 LOCK-UP AGREEMENT 1 EXHIBIT 3 LOCK-UP AGREEMENT November 4, 1997 Goldman Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated NationsBanc Montgomery Securities, Inc., as Representatives of the several Underwriters, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004. Re: Proposed Public Offering of Common Stock of GROUP 1 AUTOMOTIVE, INC. Ladies and Gentlemen: This agreement relates to the proposed initial public offering (the "Offering") of Common Stock, par value U.S. $.01 per share (the "Common Stock"), of GROUP 1 AUTOMOTIVE, INC., a Delaware corporation (the "Company"), for which a Registration Statement on Form S-1 has been filed with the Securities and Exchange Commission. In connection with the Offering, the Company and W.C. Smith will enter into an underwriting agreement (the "Underwriting Agreement") with the Underwriters to be listed on Schedule I to the Underwriting Agreement (the "Underwriters"), for whom Goldman, Sachs & Co., Merrill Lynch, Pierce, Fenner & Smith Incorporated and NationsBanc Montgomery Securities, Inc. are acting as representatives (the "Representatives"). Because the existence of a public market will result in greater liquidity for the Common Stock owned by the undersigned, to facilitate the marketing of the Common Stock to be sold in the public offering and in consideration of the Underwriters entering into the Underwriting Agreement, the undersigned will not (and will not permit any other person who holds of record any of the undersigned's Common Stock to), directly or indirectly, sell, offer, contract to sell, grant any option for the sale of or otherwise dispose of any shares of Common Stock or any securities of the Company that are substantially similar to the Common Stock or any securities that are convertible into or exchangeable for, or represent the right to receive, Common Stock or any such substantially similar securities, during the period beginning from the date of the Underwriting Agreement and continuing to and including the date 180 days after the date of the Prospectus (as defined in the Underwriting Agreement), without the prior written consent of the Representatives. The undersigned acknowledges (a) the sufficiency of the consideration for this agreement and (b) that the decision, if any, of the Underwriters to enter into the Underwriting Agreement will be made in part in reliance upon the undersigned entering into, and abiding by the terms of, this agreement. 2 Goldman, Sachs & Co. Merrill Lynch, Pierce, Fenner & Smith Incorporated NationsBanc Montgomery Securities, Inc. -2- The undersigned further represents, warrants and agrees that he, she or it has not taken and will not take, directly or indirectly, any action which is designed to or which has constituted or which might reasonably be expected to cause or result in stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of the Common Stock, or which has otherwise constituted or will constitute any prohibited bid for or purchase of the Common Stock or any related securities. Very truly yours, /s/ KEVIN H. WHALEN ________________________ Kevin H. Whalen -----END PRIVACY-ENHANCED MESSAGE-----