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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): May 31, 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
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ITEM 5. OTHER EVENTS.
On May 31, 2002, Asbury Automotive Group, Inc. issued a press release announcing
that it has priced a $250 million private placement of senior subordinated notes
due 2012 with an interest rate of 9%. The press release is attached hereto as
Exhibit 99.1 and is incorporated in its entirety herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
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99.1 Press Release issued by Asbury Automotive Group, Inc. on
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:
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Name: Thomas F. Gilman
Title: Chief Financial Officer
Date: May 31, 2002
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release issued by Asbury Automotive Group, Inc. on
May 31, 2002.
EXHIBIT 99.1
Asbury Automotive Group Prices
$250 Million Private Placement of Senior Subordinated Notes
STAMFORD, CT, May 31, 2002 - Asbury Automotive Group (NYSE: ABG) today announced
that it has priced a $250 million private placement of senior subordinated notes
due 2012 with an interest rate of 9%.
Asbury is using the net proceeds of this issuance to repay indebtedness under
its existing credit facility.
The notes are being 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.
ABOUT ASBURY AUTOMOTIVE GROUP
Asbury Automotive Group, Inc. headquartered in Stamford, Connecticut, is one of
the largest automobile retailers in the U.S. Asbury operates through nine
geographically concentrated, individually branded "platforms". These platforms
operate 91 retail auto stores, encompassing 127 franchises for the sale and
servicing of 36 different brands of American, European and Asian automobiles.
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 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.
Contact:
RFBinder Partners, New York
Tom Pratt, 212/994-7563
tom.pratt@rfbinder.com