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): September 13, 2002
ASBURY AUTOMOTIVE GROUP, INC.
(Exact Name of Registrant as Specified in its Charter)
Delaware 5511 58-2241119
(State or Other (Primary Standard Industrial (IRS Employer
Jurisdiction of Classification Code Number) Number)
Identification
Incorporation)
3 Landmark Square
Suite 500
Stamford, CT 06901
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (203) 356-4400
Item 9. Regulation FD Disclosure
On August 29, 2002, Asbury Automotive Group, Inc. ("Asbury") entered into an
agreement (subject to certain customary closing conditions) to acquire all the
companies (the "Companies") that comprise Bob Baker Auto Group, of San Diego,
California, from the shareholders of the Companies. Attached hereto as Exhibit
99.1 is selected financial data for the Bob Baker Auto Group for the last
twelve months ended May 31, 2002. This financial information is unaudited and
was prepared by and provided to Asbury by the Bob Baker Auto Group.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit No. Description
- ----------- -----------
99.1 Selected financial data for Bob Baker Auto Group, of
San Diego, California for the last twelve months ended
May 31, 2002.
SIGNATURES
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.
By: /s/ Kenneth B. Gilman
-------------------------------
Name: Kenneth B. Gilman
Title: Chief Executive Officer
Date: September 13, 2002
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Selected financial data for Bob Baker Auto Group, of
San Diego, California for the last twelve months ended
May 31, 2002.
Exhibit 99.1
BUSINESS TO BE ACQUIRED BY ASBURY AUTOMOTIVE GROUP, INC.
(BOB BAKER AUTO GROUP)
SELECTED DATA
(dollars in thousands)
(unaudited)
Twelve months ended
May 31, 2002
--------------
RETAIL UNITS:
New 11,750
Used 5,850
--------------
17,600
--------------
REVENUE:
(by franchise)
Ford $125,700
Chrysler/VW 43,000
Chevy/Subaru 38,300
Lexus 40,250
Jeep/Mitsubishi/Subaru 66,250
Toyota 131,500
--------------
$445,000
--------------
REVENUE:
(by product)
New $260,800
Used 108,700
F&I 15,000
Parts & Service 60,500
--------------
$445,000
--------------
Pro-forma EBITDA Margin (a) 3.6%
(a) For purposes of this transaction, pro-forma EBITDA is defined as net
income plus depreciation and amortization, non-floor plan interest
expense, income tax expense, gain (loss) on the sale of assets and other
pro-forma adjustments to income as a result of this transaction.
EBITDA is not intended to represent cash flow from operations as defined
by GAAP and should not be considered as an indicator of operating
performance or an alternative to cash flow from operating activities (as
measured by GAAP), and is presented solely as a supplemental measure.
This EBITDA may not be comparable to EBITDA of other entities because
other entities may not calculate EBITDA in the same manner as above.