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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, 2003
Asbury Automotive Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware (State or other jurisdiction of incorporation) |
5511 (Commission File Number) |
01-0609375 (IRS Employer Identification No.) |
||
Three Landmark Square, Suite 500, Stamford, CT 06901 (Address of principal executive offices) (Zip Code) |
||||
(Registrant's telephone number, including area code) (203) 356-4400
(Former name or former address, if changed since last report) None
Item 5. Other Events and Regulation FD Disclosure.
The registrant issued a press release on December12, 2003 announcing a $150 million private placement of senior subordinated notes, which press release is attached hereto as Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
- (c)
- Exhibits
| Exhibit No. |
Description |
|
|---|---|---|
99.1 |
Press Release dated December 12, 2003. |
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 hereunto duly authorized.
| ASBURY AUTOMOTIVE GROUP, INC. | |||
Date: December 12, 2003 |
By: |
/s/ KENNETH B. GILMAN Name: Kenneth B. Gilman Title: President and Chief Executive Officer |
|
| Exhibit No. |
Description |
|
|---|---|---|
| 99.1 | Press Release dated December 12, 2003 |
SIGNATURES
EXHIBIT INDEX
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Asbury Automotive Group Announces $150 Million Private Placement of Senior Subordinated Notes
STAMFORD, Conn., December 12, 2003—Asbury Automotive Group (NYSE: ABG) announced today that it intends to raise $150 million of gross proceeds through a private placement of senior subordinated notes, subject to market and other conditions.
Asbury intends to use the net proceeds of this issuance to repay indebtedness under its existing credit facility and for general corporate purposes including acquisitions. Certain Asbury subsidiaries will not guarantee the senior subordinated notes issued through the private placement.
The notes will be offered inside the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933. The notes are not being registered under the Securities Act. Unless so registered, the notes may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.
Forward Looking Statements
This press release contains "forward-looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995. The forward-looking statements include statements relating to plans regarding the company's financial position, results of operations and business strategy. These statements are based on management's current expectations and involve significant risks and uncertainties that may cause results to differ materially from those set forth in the statements. These risks and uncertainties include, among other things, market factors and general economic conditions. There can be no guarantees the company's plans will be successfully implemented or that they will prove to be commercially successful. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.