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): February 11, 2004 ---------------------------------------------------------- Asbury Automotive Group, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware ----------------------------------------------------------------------- (State or other jurisdiction of incorporation) 5511 01-0609375 - ------------------------ --------------------------------- (Commission File Number) (IRS Employer Identification No.) Three Landmark Square, Suite 500, Stamford, CT 06901 ---------------------------------------------- ------------------ (Address of principal executive offices) (Zip Code) (203) 356-4400 --------------------------------------------------------------- (Registrant's telephone number, including area code) None --------------------------------------------------------------------------- (Former name or former address, if changed since last report)Item 5. Other Events and Regulation FD Disclosure. The registrant issued a press release on February 11, 2004 announcing that it has changed the release date of its financial results for the fourth quarter and year ended December 31, 2003, 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 February 11, 2004.
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. Date: February 11, 2004 By: /s/ Kenneth B. Gilman ----------------------------------- Name: Kenneth B. Gilman Title: Chief Executive Officer
EXHIBIT INDEX Exhibit No. Description 99.1 Press Release dated February 11, 2004
Investors May Contact: Stacey Yonkus Director, Investor Relations (203) 356-4424 syonkus@asburyauto.com Reporters May Contact: David Shein RFBinder Partners (212) 994-7514 david.shein@rfbinder.com Asbury Automotive Changes Release Date of Fourth Quarter and 2003 Financial Results Stamford, Conn., February 11, 2004 - Asbury Automotive Group, Inc. (NYSE: ABG), one of the largest automotive retail and service companies in the U.S., today announced that it expects to release financial results for the fourth quarter and full year ended December 31, 2003 on a date no later than its originally scheduled release date of February 26, 2004. The anticipated release date had previously been moved up to February 11, 2004. This postponement is necessary to provide the Company with additional time to complete its annual assessment of goodwill and other intangible assets related to the Company's Portland platform as required by Statement of Financial Accounting Standard No. 142. If this assessment determines that there is impairment, it may result in a material non-cash charge to income from continuing operations. Assuming no impairment associated with this assessment, the Company remains comfortable with its previously announced guidance of earnings per share from continuing operations of $1.55 before giving effect to the previously announced charge of $0.05 per share related to the termination of the agreement to acquire the Bob Baker Auto Group. About Asbury Automotive Group Asbury Automotive Group, Inc., headquartered in Stamford, Connecticut, is one of the largest automobile retailers in the U.S., with 2002 revenues of $4.5 billion. Built through a combination of organic growth and a series of strategic acquisitions, Asbury now operates through nine geographically concentrated, individually branded "platforms." These platforms currently operate 99 retail auto stores, encompassing 141 franchises for the sale and servicing of 35 different brands of American, European and Asian automobiles. Asbury believes that its product mix contains a higher proportion of more desirable luxury and mid-line import brands than most public automotive retailers. The Company offers customers an extensive range of automotive products and services, including new and used vehicle sales and related financing and insurance, vehicle maintenance and repair services, replacement parts and service contracts. 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 goals, plans, projections and guidance regarding the Company's financial position, results of operations, market position, product development, pending and potential future acquisitions 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, the Company's relationships with vehicle manufacturers and other suppliers, risks associated with the Company's substantial indebtedness, risks related to pending and potential future acquisitions, general economic conditions both nationally and locally and governmental regulations and legislation. There can be no guarantees that the Company's plans for future operations will be successfully implemented or that they will prove to be commercially successful. These and other risk factors are discussed in the Company's annual report on Form 10-K and in its other filings with the Securities and Exchange Commission. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.