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Bob Howard German Imports Inc, et al. – ‘S-3MEF’ on 10/25/01

On: Thursday, 10/25/01 · Effective: 10/25/01 · Accession #: 950129-1-503651 · File #s: 333-72236, -01, -02, -03, -04, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19, -20, -21, -22, -23, -24, -25, -26, -27, -28, -29, -30, -31, -32, -33, -34, -35, -36, -37, -38, -39, -40, -41, -42, -43, -44, -45, -46, -47, -48, -49, -50, -51, -52, -53, -54, -55, -56, -57, -58, -59, -60

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/25/01  Bob Howard German Imports Inc     S-3MEF     10/25/01    3:95K                                    Bowne - Houston/FA
          Group 1 Automotive Inc
          Group 1 Realty Inc
          Jim Tidwell Ford Inc
          Delaware Acquisition-F LLC
          Delaware Acquisition-T LLC
          Delaware Acquisition-GM LLC
          Delaware Acquisition-CC LLC
          Group 1 LP Interests GM Inc
          Group 1 LP Interests T Inc
          Colonial Chrysler Plymouth Ltd
          Chaperral Dodge Ltd
          Amarillo Motors F Ltd
          Amarillo Motors J Ltd
          Amarillo Motors C Ltd
          Rockwall Automotive-F Ltd
          Lubbock Motors T Ltd
          Lubbock Motors F Ltd
          Sunshine Buick Pontiac GMC Truck Inc
          Mike Smith Imports Inc
          Mike Smith Motors Inc
          Howard Pontiac-GMC Inc
          Bob Howard Nissan Inc
          Bob Howard Motors Inc
          Bob Howard Dodge Inc
          Bob Howard Chevrolet Inc
          Bob Howard Automotive-H Inc
          Town North Suzuki Inc
          Town North Nissan Inc
          Maxwell SM Ltd
          Smith Liu & Kutz Inc
          McCall Ha Ltd
          Round Rock Nissan Inc
          Mike Smith GM Inc
          Mike Smith Autoplex-V Inc
          Mike Smith Autoplex-German Imports Inc
          Mike Smith Autoplex Dodge Inc
          Mike Smith Autoplex Buick Inc
          Mike Smith Autoplex Inc
          Mike Smith Autoplaza Inc
          Mike Smith Automotive-N Inc
          Kutz DC Ltd
          Maxwell F II Ltd
          Maxwell Chrysler Plymouth Dodge Jeep Eagle Ltd
          Prestige Chrysler Plymouth South Ltd
          Prestige Chrysler Plymouth Northwest Ltd
          Flamingo Ford Inc
          Perimeter Ford Inc
          Courtesy Ford Inc
          Koons Ford Inc
          Foyt Motors Inc
          Courtesy Nissan Inc
          McCall TL Ltd
          McCall T Ltd
          Luby Chevrolet Co
          Johns Automotive Group Inc
          Casa Chrysler Plymouth Jeep Inc
          Casa Chevrolet Inc
          Group 1 LP Interests F Inc
          Maxwell Ford Ltd
          Group 1 LP Interests DC Inc

Registration of Additional Securities — Form S-3
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-3MEF      Group 1 Automotive, Inc.                              23    116K 
 2: EX-5.1      Opinion of Vinson & Elkins L.L.P.                      3     30K 
 3: EX-23.1     Consent of Arthur Andersen LLP                         1     19K

S-3MEF — Group 1 Automotive, Inc.

S-3MEF 1st Page of 23 TOC ↑Top Previous Next ↓Bottom Just 1st
As filed with the Securities and Exchange Commission on October 25, 2001

Registration No. 333-
================================================================================

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

--------------

FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

--------------

GROUP 1 AUTOMOTIVE, INC.
(AND CERTAIN OF ITS SUBSIDIARIES IDENTIFIED ON THE
TABLE OF ADDITIONAL REGISTRANTS)
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

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DELAWARE 2200 76-0506313
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)

950 ECHO LANE, SUITE 100
HOUSTON, TEXAS 77024
(713) 647-5700
(Address, including zip code, and
telephone number, including area code, of
registrant's principal executive offices)

--------------

B.B. HOLLINGSWORTH, JR.
CHAIRMAN, PRESIDENT
AND CHIEF EXECUTIVE OFFICER
(Name, address, including zip code, and
telephone number, including area code, of
agent for service)

--------------

Copies to:

VINSON & ELKINS L.L.P. SULLIVAN & CROMWELL
1001 FANNIN, SUITE 2300 1701 PENNSYLVANIA AVE., N.W.
HOUSTON, TEXAS 77002-6760 WASHINGTON, D.C. 20006-5805
(713) 758-2222 (202) 956-7500
ATTN: JOHN S. WATSON ATTN: EDWIN D. WILLIAMSON

--------------

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities registered on this Form are being offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. [ ]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, check the following
box and list the Securities Act of 1933 registration statement number of the
earlier effective registration statement for the same offering [X] 333-83407

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act of 1933 registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act of 1933, check the following box and list the
Securities Act of 1933 registration statement number of the earlier effective
registration statement for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

--------------

CALCULATION OF REGISTRATION FEE

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TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM
OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED(1) PER UNIT (1) PRICE(2) REGISTRATION FEE
===================================== ================ ====================== ====================== ================

Debt Securities......................
Preferred Stock......................
Common Stock, including attached
preferred share purchase rights... $16,300,000 $4,075
Depositary Shares....................
Guarantees...........................
===================================== ================ ====================== ====================== ================

(1) Not required to be included in accordance with Rule 457(o).

(2) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(o) under the Securities Act of 1933, as amended.

================================================================================

S-3MEF 2nd Page of 23 TOC 1st Previous Next ↓Bottom Just 2nd
TABLE OF ADDITIONAL REGISTRANTS

UNDER REGISTRATION STATEMENT ON FORM S-3

The following subsidiaries of Group 1 Automotive, Inc. are co-registrants
under this registration statement for the purpose of providing guarantees, if
any, of payments on debt securities registered hereunder:

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SUBSIDIARY STATE OF ORGANIZATION IRS EMPLOYER ID NO.
------------------------------------------------ ----------------------------- ---------------------------

Amarillo Motors-C, Ltd. Texas (limited partnership) 75-2804523
Amarillo Motors-F, Ltd. Texas (limited partnership) 75-2804528
Amarillo Motors-J, Ltd. Texas (limited partnership) 75-2804517
Bob Howard Automotive-H, Inc. Oklahoma 73-1443717
Bob Howard Chevrolet, Inc. Oklahoma 73-1329605
Bob Howard Dodge, Inc. Oklahoma 73-1494123
Bob Howard German Imports, Inc. Oklahoma 73-1560147
Bob Howard Motors, Inc. Oklahoma 73-1370828
Bob Howard Nissan, Inc. Oklahoma 73-1524179
Casa Chevrolet Inc. New Mexico 85-0450426
Casa Chrysler Plymouth Jeep, Inc. New Mexico 85-0450428
Chaperral Dodge, Ltd. Texas (limited partnership) 75-2807212
Colonial Chrysler-Plymouth, Ltd. Texas (limited partnership) 75-2807213
Courtesy Ford, Inc. Florida 76-0558145
Courtesy Nissan, Inc. Texas 75-1905979
Delaware Acquisition-DC, LLC Delaware Applied for
Delaware Acquisition-F, LLC Delaware Applied for
Delaware Acquisition-GM, LLC Delaware 51-0390053
Delaware Acquisition-T, LLC Delaware Applied for
Flamingo Ford, Inc. Florida 59-3501408
Foyt Motors, Inc. Texas 76-0237540
Group 1 LP Interests-DC, Inc. Delaware 51-0379880
Group 1 LP Interests-F, Inc. Delaware 51-0382407
Group 1 LP Interests-GM, Inc. Delaware 51-0390228
Group 1 LP Interests-T, Inc. Delaware 51-0390230
Group 1 Realty, Inc. Delaware 76-0632149
Howard Pontiac-GMC, Inc. Oklahoma 73-1022200
Jim Tidwell Ford, Inc. Delaware 58-2436391
Johns Automotive Group, Inc. New Mexico 76-0603184
Koons Ford, Inc. Florida 59-1914202
Kutz-DC, Ltd. Texas (limited partnership) 75-2763925
Lubbock Motors-F, Ltd. Texas (limited partnership) 75-2804514
Lubbock Motors-S, Ltd. Texas (limited partnership) 75-2868766
Lubbock Motors-T, Ltd. Texas (limited partnership) 75-2804659
Luby Chevrolet Co. Delaware 84-0459450
Maxwell Chrysler Plymouth Dodge Jeep Eagle, Ltd. Texas (limited partnership) 74-2690982
Maxwell F-II, Ltd. Texas (limited partnership) 74-2861544
Maxwell Ford, Ltd. Texas (limited partnership) 74-2884783
Maxwell-SM, Ltd. Texas (limited partnership) 74-2551405
McCall-HA, Ltd. Texas (limited partnership) 76-0173063
McCall-T, Ltd. Texas (limited partnership) 74-1649754
McCall-TL, Ltd. Texas (limited partnership) 76-0270456
Mike Smith Automotive-N, Inc. Texas 76-0566784
Mike Smith Autoplaza, Inc. Texas 76-0202396

S-3MEF 3rd Page of 23 TOC 1st Previous Next ↓Bottom Just 3rd
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SUBSIDIARY STATE OF ORGANIZATION IRS EMPLOYER ID NO.
------------------------------------------------ ----------------------------- ---------------------------

Mike Smith Autoplex Buick, Inc. Texas 76-0566787
Mike Smith Autoplex Dodge, Inc. Texas 76-0566783
Mike Smith Autoplex, Inc. Texas 76-0561393
Mike Smith Autoplex-German Imports, Inc. Texas 76-0566786
Mike Smith Autoplex-V, Inc. Texas 76-0566788
Mike Smith Imports, Inc. Texas 76-0586800
Mike Smith Motors, Inc. Texas 76-0586392
Mike Smith, GM, Inc. Delaware 76-0603181
Perimeter Ford, Inc. Delaware 76-0558147
Prestige Chrysler Plymouth Northwest, Ltd. Texas (limited partnership) 74-2679593
Prestige Chrysler Plymouth South, Ltd. Texas (limited partnership) 74-2690980
Rockwall Automotive-F, Ltd. Texas (limited partnership) 75-2804507
Round Rock Nissan, Inc. Texas 76-0513858
Smith, Liu & Kutz, Inc. Texas 76-0140051
Sunshine Buick Pontiac GMC Truck, Inc. New Mexico 85-0457224
Town North Nissan, Inc. Texas 74-2360462
Town North Suzuki, Inc. Texas 74-2443143

S-3MEF 4th Page of 23 TOC 1st Previous Next ↓Bottom Just 4th
EXPLANATORY NOTE

This registration statement is being filed to register an additional
$16,300,000 of the securities of Group 1 Automotive, Inc., a Delaware
corporation, described on the cover page of this registration statement pursuant
to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the
registration statement on Form S-3 (Registration No. 333-83407) filed by Group 1
Automotive, Inc. with the Securities and Exchange Commission on July 21, 1999,
which was declared effective on July 28, 1999, are incorporated in this
registration statement by reference.

The Company hereby certifies that it has instructed its bank to transmit to
the Securities and Exchange Commission the filing fee by a wire transfer of such
amount from the Company's account to the Securities and Exchange Commission's
account at Mellon Bank as soon as practicable but no later than the close of
business on October 26, 2001. The Company further certifies that it will not
revoke such instructions.

The required opinions and consents are listed on an Exhibit Index attached
hereto and filed herewith.

S-3MEF 5th Page of 23 TOC 1st Previous Next ↓Bottom Just 5th
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Group 1
Automotive, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on October 25, 2001.

GROUP 1 AUTOMOTIVE, INC.

By: /s/ SCOTT L. THOMPSON
----------------------------------
Scott L. Thompson
Senior Vice President, Chief
Financial Officer and Treasurer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent full power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities indicated on the 25th day of October, 2001.

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SIGNATURE TITLE
--------- -----

* Chairman, President and Chief Executive
-------------------------------------------- Officer and Director (Principal Executive Officer)
B.B. Hollingsworth, Jr.

/s/ SCOTT L. THOMPSON Senior Vice President, Chief Financial Officer and
-------------------------------------------- Treasurer (Chief Financial and Accounting Officer)
Scott L. Thompson

* Director
--------------------------------------------
Robert E. Howard II

/s/ JOHN L. ADAMS Director
--------------------------------------------
John L. Adams

* Director
--------------------------------------------
Charles M. Smith

* Director
--------------------------------------------
John H. Duncan

* Director
--------------------------------------------
Bennett E. Bidwell

/s/ KEVIN H. WHALEN Director
--------------------------------------------
Kevin H. Whalen

/s/ MAX P. WATSON Director
--------------------------------------------
Max P. Watson

/s/ SCOTT L. THOMPSON
--------------------------------------------
Scott L. Thompson
* As Attorney-in-Fact

S-3MEF 6th Page of 23 TOC 1st Previous Next ↓Bottom Just 6th
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, each of the
undersigned registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on October 25, 2001.

KOONS FORD, INC.
COURTESY FORD, INC.
FLAMINGO FORD, INC.

By: /s/ SCOTT L. THOMPSON
---------------------------------
Scott L. Thompson
President and Director

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

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SIGNATURE TITLE
--------- -----

/s/ SCOTT L. THOMPSON President and Director
-------------------------------------------- (Principal Executive, Chief Financial
Scott L. Thompson and Accounting Officer)

/s/ J. BROOKS O'HARA Director
--------------------------------------------
J. Brooks O'Hara

S-3MEF 7th Page of 23 TOC 1st Previous Next ↓Bottom Just 7th
SIGNATURES

BOB HOWARD AUTOMOTIVE-H, INC.
BOB HOWARD CHEVROLET, INC.
BOB HOWARD DODGE, INC.
BOB HOWARD MOTORS, INC.
BOB HOWARD NISSAN, INC.
HOWARD PONTIAC-GMC, INC.
BOB HOWARD GERMAN
IMPORTS, INC.

By: /s/ SCOTT L. THOMPSON
---------------------------------
Scott L. Thompson
Vice President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

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SIGNATURE TITLE
--------- -----

* President
-------------------------------------------- (Principal Executive Officer)
Robert E. Howard II

/s/ SCOTT L. THOMPSON Vice President and Director
-------------------------------------------- (Chief Financial and Accounting Officer)
Scott L. Thompson

/s/ J. BROOKS O'HARA Director
--------------------------------------------
J. Brooks O'Hara

/s/ SCOTT L. THOMPSON
--------------------------------------------
Scott L. Thompson
Attorney-in-Fact

S-3MEF 8th Page of 23 TOC 1st Previous Next ↓Bottom Just 8th
SIGNATURES

CASA CHEVROLET INC.
CASA CHRYSLER PLYMOUTH JEEP INC.
JOHNS AUTOMOTIVE GROUP, INC.
SUNSHINE BUICK PONTIAC GMC TRUCK, INC.

By: /s/ JERALD L. PATTERSON, JR.
----------------------------------
Jerald L. Patterson, Jr.
President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

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SIGNATURE TITLE
--------- -----

/s/ JERALD L. PATTERSON, JR. President
-------------------------------------------- (Principal Executive Officer)
Jerald L. Patterson, Jr.

/s/ SCOTT L. THOMPSON Vice President and Director
-------------------------------------------- (Chief Financial and Accounting Officer)
Scott L. Thompson

/s/ J. BROOKS O'HARA Director
--------------------------------------------
J. Brooks O'Hara

S-3MEF 9th Page of 23 TOC 1st Previous Next ↓Bottom Just 9th
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Courtesy
Nissan, Inc. certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on October 25, 2001.

COURTESY NISSAN, INC.

By: /s/ RONALD J. KUTZ
---------------------------------
Ronald J. Kutz
President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

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SIGNATURE TITLE
--------- -----

/s/ RONALD J. KUTZ President
-------------------------------------------- (Principal Executive Officer)
Ronald J. Kutz

/s/ SCOTT L. THOMPSON Vice President and Director
-------------------------------------------- (Chief Financial and Accounting Officer)
Scott L. Thompson

/s/ J. BROOKS O'HARA Director
--------------------------------------------
J. Brooks O'Hara

S-3MEF 10th Page of 23 TOC 1st Previous Next ↓Bottom Just 10th
SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Luby Chevrolet
Co. certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 25, 2001.

LUBY CHEVROLET CO.

By: /s/ RICHARD FLEISCHMAN
---------------------------------
Richard Fleischman
President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

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SIGNATURE TITLE
--------- -----

/s/ RICHARD FLEISCHMAN President
-------------------------------------------- (Principal Executive Officer)
Richard Fleischman

/s/ SCOTT L. THOMPSON Vice President and Director
-------------------------------------------- (Chief Financial and Accounting Officer)
Scott L. Thompson

/s/ J. BROOKS O'HARA Director
--------------------------------------------
J. Brooks O'Hara

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SIGNATURES

ROUND ROCK NISSAN, INC.
SMITH, LIU & KUTZ, INC.
TOWN NORTH NISSAN, INC.
TOWN NORTH SUZUKI, INC.

By: /s/ THOMAS NYLE MAXWELL, JR.
--------------------------------
Thomas Nyle Maxwell, Jr.
President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

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SIGNATURE TITLE
--------- -----

/s/ THOMAS NYLE MAXWELL, JR. President
-------------------------------------------- (Principal Executive Officer)
Thomas Nyle Maxwell, Jr.

/s/ SCOTT L. THOMPSON Vice President and Director
-------------------------------------------- (Chief Financial and Accounting Officer)
Scott L. Thompson

/s/ J. BROOKS O'HARA Director
--------------------------------------------
J. Brooks O'Hara

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Foyt Motors,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 25, 2001.

FOYT MOTORS, INC.

By: /s/ KEVIN H. WHALEN
--------------------------------
Kevin H. Whalen
President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

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SIGNATURE TITLE
--------- -----

/s/ KEVIN H. WHALEN President
-------------------------------------------- (Principal Executive Officer)
Kevin H. Whalen

/s/ SCOTT L. THOMPSON Vice President and Director
-------------------------------------------- (Chief Financial and Accounting Officer)
Scott L. Thompson

/s/ J. BROOKS O'HARA Director
--------------------------------------------
J. Brooks O'Hara

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SIGNATURES

MIKE SMITH AUTOMOTIVE-N, INC.
MIKE SMITH AUTOPLAZA, INC.
MIKE SMITH AUTOPLEX, INC.
MIKE SMITH AUTOPLEX BUICK, INC.
MIKE SMITH AUTOPLEX DODGE, INC.
MIKE SMITH AUTOPLEX-GERMAN
IMPORTS, INC.
MIKE SMITH AUTOPLEX-V, INC.
MIKE SMITH GM, INC.
MIKE SMITH MOTORS, INC.
MIKE SMITH IMPORTS, INC.

By: /s/ MICHAEL G. SMITH
----------------------------------
Michael G. Smith
President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

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SIGNATURE TITLE
--------- -----

/s/ MICHAEL G. SMITH President
-------------------------------------------- (Principal Executive Officer)
Michael G. Smith

/s/ SCOTT L. THOMPSON Vice President and Director
-------------------------------------------- (Chief Financial and Accounting Officer)
Scott L. Thompson

/s/ J. BROOKS O'HARA Director
--------------------------------------------
J. Brooks O'Hara

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SIGNATURES

CHAPERRAL DODGE, LTD.
COLONIAL CHRYSLER-PLYMOUTH, LTD.
KUTZ-DC, LTD.
MAXWELL CHRYSLER PLYMOUTH DODGE
JEEP EAGLE, LTD.
PRESTIGE CHRYSLER PLYMOUTH NORTHWEST, LTD.
PRESTIGE CHRYSLER PLYMOUTH SOUTH, LTD.
MAXWELL FORD, LTD.
MAXWELL-FII, LTD.
MAXWELL-SM, LTD.
McCALL-TL, LTD.
McCALL-HA, LTD.
McCALL-T, LTD.
LUBBOCK MOTORS-F, LTD.
LUBBOCK MOTORS-T, LTD.
LUBBOCK MOTORS-S, LTD.
LUBBOCK MOTORS, LTD.
ROCKWALL AUTOMOTIVE-F, LTD.
AMARILLO MOTORS-C, LTD.
AMARILLO MOTORS-F, LTD.
AMARILLO MOTORS-J, LTD.

By: Group 1 Associates, Inc.
General Partner

By: /s/ SCOTT L. THOMPSON
--------------------------------------
Scott L. Thompson
Vice President and Director, Group 1
Associates, Inc.

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

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SIGNATURE TITLE
--------- -----

/s/ SCOTT L. THOMPSON Director, Group 1 Associates, Inc. (General Partner)
--------------------------------------------
Scott L. Thompson

/s/ J. BROOKS O'HARA Director, Group 1 Associates, Inc. (General Partner)
--------------------------------------------
J. Brooks O'Hara

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SIGNATURES

PERIMETER FORD, INC.
JIM TIDWELL FORD, INC.

By: /s/ KEVIN McCHUGH
---------------------------------
Kevin McHugh
President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

[Enlarge/Download Table]

SIGNATURE TITLE
--------- -----

/s/ KEVIN McHUGH President
-------------------------------------------- (Principal Executive Officer)
Kevin McHugh

/s/ SCOTT L. THOMPSON Vice President and Director
-------------------------------------------- (Chief Financial and Accounting Officer)
Scott L. Thompson

/s/ J. BROOKS O'HARA Director
--------------------------------------------
J. Brooks O'Hara

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Group 1 Realty,
Inc. certifies that it has reasonable grounds to believe that it meets all of
the requirements for filing on Form S-3 and has duly caused this Registration
Statement or amendment to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on October 25, 2001.

GROUP 1 REALTY, INC.

By: /s/ SCOTT L. THOMPSON
---------------------------------
Scott L. Thompson
President

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

[Enlarge/Download Table]

SIGNATURE TITLE
--------- -----

/s/ SCOTT L. THOMPSON President and Director
-------------------------------------------- (Principal Executive Officer, Chief Financial and
Scott L. Thompson Accounting Officer)

/s/ J. BROOKS O'HARA
-------------------------------------------- Director
J. Brooks O'Hara

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Group 1
Associates, Inc. certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on October 25, 2001.

GROUP 1 ASSOCIATES, INC.

By: /s/ B.B. HOLLINGSWORTH, JR.
-------------------------------------
B.B. Hollingsworth, Jr.
President and Chief Executive Officer

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

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SIGNATURE TITLE
--------- -----

/s/ B.B. HOLLINGSWORTH President
-------------------------------------------- (Principal Executive Officer)
B.B. Hollingsworth

/s/ SCOTT L. THOMPSON Vice President and Director
-------------------------------------------- (Chief Financial and Accounting Officer)
Scott L. Thompson

/s/ J. BROOKS O'HARA Director
--------------------------------------------
J. Brooks O'Hara

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SIGNATURES

GROUP 1 LP INTERESTS-DC, INC.
GROUP 1 LP INTERESTS-F, INC.
GROUP 1 LP INTERESTS-T, INC.
GROUP 1 LP INTERESTS-GM, INC.

By: /s/ MATTHEW J. BAER
---------------------------------
Matthew J. Baer
President and Secretary

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

[Enlarge/Download Table]

SIGNATURE TITLE
--------- -----

/s/ MATTHEW J. BAER President and Secretary
-------------------------------------------- (Principal Executive Officer)
Matthew J. Baer

/s/ MATTHEW McGOVERN Vice President and Director
-------------------------------------------- (Chief Financial and Accounting Officer)
Matthew McGovern

/s/ DONALD B. BOHN, JR. Vice President and Director
--------------------------------------------
Donald B. Bohn, Jr.

/s/ PAMELA JASINSKI Director
--------------------------------------------
Pamela Jasinski

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Delaware
Acquisition-GM, L.L.C. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on October 25, 2001.

DELAWARE ACQUISITION-GM, L.L.C.

By: /s/ MATTHEW J. BAER
---------------------------------
Matthew J. Baer
Manager

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

[Enlarge/Download Table]

SIGNATURE TITLE
--------- -----

/s/ MATTHEW McGOVERN Director, Group 1 LP Interests-GM, Inc.
-------------------------------------------- (Sole Member)
Matthew McGovern

/s/ DONALD B. BOHN, JR. Director, Group 1 LP Interests-GM, Inc.
-------------------------------------------- (Sole Member)
Donald B. Bohn, Jr.

/s/ PAMELA JASINSKI Director, Group 1 LP Interests-GM, Inc.
-------------------------------------------- (Sole Member)
Pamela Jasinski

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Delaware
Acquisition-F, L.L.C. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on October 25, 2001.

DELAWARE ACQUISITION-F, L.L.C.

By: /s/ MATTHEW J. BAER
--------------------------------
Matthew J. Baer
Manager

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

[Download Table]

SIGNATURE TITLE
--------- -----

/s/ MATTHEW McGOVERN Director, Group 1 LP Interests-F, Inc.
-------------------------------------------- (Sole Member)
Matthew McGovern

/s/ DONALD B. BOHN, JR. Director, Group 1 LP Interests-F, Inc.
-------------------------------------------- (Sole Member)
Donald B. Bohn, Jr.

/s/ PAMELA JASINSKI Director, Group 1 LP Interests-F, Inc.
-------------------------------------------- (Sole Member)
Pamela Jasinski

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Delaware
Acquisition-DC, L.L.C. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on October 25, 2001.

DELAWARE ACQUISITION-DC, L.L.C.

By: /s/ MATTHEW J. BAER
--------------------------------
Matthew J. Baer
Manager

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

[Enlarge/Download Table]

SIGNATURE TITLE
--------- -----

/s/ MATTHEW McGOVERN Director, Group 1 LP Interests-DC, Inc.
-------------------------------------------- (Sole Member)
Matthew McGovern

/s/ DONALD B. BOHN, JR. Director, Group 1 LP Interests-DC, Inc.
-------------------------------------------- (Sole Member)
Donald B. Bohn, Jr.

/s/ PAMELA JASINSKI Director, Group 1 LP Interests-DC, Inc.
-------------------------------------------- (Sole Member)
Pamela Jasinski

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Delaware
Acquisition-T, L.L.C. certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement or amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston, State of Texas,
on October 25, 2001.

DELAWARE ACQUISITION-T, L.L.C.

By: /s/ MATTHEW J. BAER
---------------------------------
Matthew J. Baer
Manager

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints B. B. Hollingsworth, Jr. and Scott L. Thompson,
or either of them, his true and lawful attorney-in-fact and agent, with full
power of substitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and any additional registration statement
pursuant to Rule 462(b), and to file the same with all exhibits thereto, and
other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent fully power and
authority to do and perform each and every act and thing requisite and ratifying
and confirming all that said attorney-in-fact and agent or his substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

[Download Table]

SIGNATURE TITLE
--------- -----

/s/ MATTHEW McGOVERN Director, Group 1 LP Interests-T, Inc.
-------------------------------------------- (Sole Member)
Matthew McGovern

/s/ DONALD B. BOHN, JR. Director, Group 1 LP Interests-T, Inc.
-------------------------------------------- (Sole Member)
Donald B. Bohn, Jr.

/s/ PAMELA JASINSKI Director, Group 1 LP Interests-T, Inc.
-------------------------------------------- (Sole Member)
Pamela Jasinski

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INDEX TO EXHIBITS

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EXHIBIT NUMBER DESCRIPTION
-------------- -----------

5.1 -- Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being
registered.
23.1 -- Consent of Arthur Andersen LLP.
23.2 -- Consent of Vinson & Elkins L.L.P. (see Exhibit 5.1).
23.3 -- Powers of attorney (included in the signature page of this Registration Statement).

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘S-3MEF’ Filing	Date	First	Last	Other Filings

	10/26/01	4		424B5
Filed on / Effective on:	10/25/01	1	22	8-K
	7/28/99	4		S-3/A
	7/21/99	4		S-3
				List all Filings

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Filing Submission 0000950129-01-503651 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Bob Howard German Imports Inc, et al. – ‘S-3MEF’ on 10/25/01

Registration of Additional Securities — Form S-3Filing Table of Contents

S-3MEF — Group 1 Automotive, Inc.

Dates Referenced Herein and Documents Incorporated by Reference

Registration of Additional Securities — Form S-3
Filing Table of Contents