Group 1 Automotive, Inc.
Ticker:GPI 950 Echo Lane, Suite 350
Exchange:New York Stock Exchange Houston, TX 77024
Industry:Retail (SIC Code 5511) (713) 467-6268

Offering Information
Type of Shares:Common Shares Filing Date:6/24/97
U.S. Shares:4,800,000 Offer Date:10/29/97
Non-U.S. Shares:0 Filing Price: -
Primary Shares:4,428,136 Offer Price:$12.00
Secondary Shares:371,864 Gross Spread:$0.84
Offering Amount: $55,000,000 Selling:$0.45
Expenses: - Reallowance:$0.10
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Goldman, Sachs & Co.Lead Manager (212) 902-5959
Merrill Lynch & Co.Co-manager (212) 449-4600
Montgomery SecuritiesCo-manager (415) 627-2100

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Vinson & Elkins
Bank's Law Firm: Sullivan & Cromwell
Auditor: Arthur Andersen

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
3 Month Ending Financials
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/96 3/31/97 3/31/97
Revenue:$825.65$215.30Assets:$233.03
Net Income:$9.23$2.15Curr Assets:
EPS:Liabilities:$175.90
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:$57.12
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company was founded to become a leading operator and consolidator in the highly fragmented automotive retailing industry. The company owns 30 automobile dealerships and five collision service centers located in Texas and Oklahoma, and sells new and used cars and light trucks, provides maintenance and repair services, sells replacement parts and provides related financing, insurance and service contracts. The company represents 21 American and Asian brands including Acura, Chevrolet, Chrysler, Dodge, Eagle, GMC, Honda, Isuzu, Jeep, Kia, Lexus, Lincoln, Mazda, Mercury, Mitsubishi, Nissan, Oldsmobile, Plymouth, Pontiac, Suzuki and Toyota. The company's dealerships include the second largest Toyota dealership in the United States as measured by new retail unit sales and one of the largest dealership groups in Oklahoma. The company is experiencing significant momentum in its financial results.

Use of Proceeds
The proceeds from the proposed offering will be used to pay the cash portion of the acquisitions and will be used to repay outstanding indebtedness, for working capital and for general corporate purposes including potential acquisitions.

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