Filed Pursuant to Rule 424(b)(7) of the
Securities Act of 1933
Registration No.
333-144342
Prospectus
Supplement No. 2 dated February 22, 2008
(to
Prospectus dated September 7, 2007)
$115,000,000
Asbury
Automotive Group, Inc.
3.00% Senior
Subordinated Convertible Notes due 2012,
the Related Note
Guarantees and
the Common Stock Issuable upon
Conversion of the Notes
___________________
Our
prospectus dated September 7, 2007, relating to the offer for resale by certain
of our securityholders of up to $115,000,000 aggregate principal amount of 3.00%
Senior Subordinated Convertible Notes due 2012 of Asbury Automotive Group, Inc.,
the related note guarantees and the shares of our common stock issuable upon
conversion of the notes, is hereby supplemented and amended to include the
following information in the “Selling Securityholders” section on pages 56-57 of
the prospectus.
This
prospectus supplement should be read in conjunction with and accompanied by, and
is qualified by reference to, the prospectus dated September 7, 2007, except to
the extent that the information in this prospectus supplement supersedes any
information contained in that document.
SELLING
SECURITYHOLDERS
The
information appearing in the table below supplements and amends, as of the date
hereof, the information in the table appearing under the heading “Selling
Securityholders” in the prospectus and, where the name of a selling
securityholder identified in the table below also appears in the table in the
prospectus, the information set forth in the table below regarding such selling
securityholder supersedes the information in the prospectus.
|
Name
|
Aggregate
Principal
Amount
of Notes
That
Are Owned
and
May Be Sold
|
Percentage
of
Notes
Outstanding
|
Number
of Shares of
Common
Stock
That
May Be Sold
(1)
|
Percentage
of
Common
Stock
Outstanding
(2)
|
|||||||||||
| Deutsche Bank AG, London Branch |
10,854,062
|
9.44
|
319,296.11
|
*
|
|||||||||||
|
Goldman, Sachs &
Co.
|
4,556,000
|
3.96
|
134,024.76
|
*
|
|||||||||||
______________
* Less
than one percent (1%).
|
(1)
|
Assumes
conversion of all of the holder’s notes at a conversion rate of 29.4172
shares of common stock per $1,000 principal amount of notes. This
conversion rate is subject to adjustment, however, as described under
“Description of the Notes — Conversion Rights” in the
prospectus. As a result, the number of shares of common stock
issuable upon conversion of the notes may increase or decrease in the
future.
|
|
(2)
|
Calculated
based on Rule 13d-3(d)(1)(i) of the Exchange Act, using 31,915,300 shares
of common stock outstanding as of February 20, 2007. In calculating this
amount for each holder, we treated as outstanding the number of shares of
common stock issuable upon conversion of all of that holder’s notes, but
we did not assume conversion of any other holder’s
notes.
|
Please consider the “Risk Factors”
beginning on page 5 of the prospectus to read about important factors you should
consider before buying the notes or the shares of common
stock.
___________________
Neither the Securities and Exchange
Commission nor any state securities commission has approved or disapproved of
these securities or determined if this prospectus is truthful or
complete. Any representation to the contrary is a criminal
offense.
The date of this prospectus supplement is February 22, 2008