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):
November 4, 2003
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Asbury Automotive Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
5511 01-0609375
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(Commission File Number) (IRS Employer Identification No.)
Three Landmark Square, Suite 500, Stamford, CT 06901
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(Address of principal executive offices) (Zip Code)
(203) 356-4400
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(Registrant's telephone number, including area code)
None
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(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 November 4, 2003 announcing that a
decision has been rendered in the private arbitration proceeding relating to
amounts claimed by the Estate of Brian E. Kendrick, 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 November 4, 2003.
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: November 4, 2003 By: /s/ Lynne A. Burgess
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Name: Lynne A. Burgess
Title: Vice President and
General Counsel
EXHIBIT INDEX
Exhibit No. Description
99.1 Press Release dated November 4, 2003
Investors May Contact:
Stacey Yonkus
Director, Investor Relations
(203) 356-4424
investor@asburyauto.com
Reporters May Contact:
David Shein
RFBinder Partners
(212) 994-7514
david.shein@rfbinder.com
Asbury Automotive Group Announces
Decision in Arbitration Proceeding
STAMFORD, Conn., November 4, 2003 - Asbury Automotive Group, Inc. (NYSE: ABG),
one of the largest automotive retail and service companies in the U.S., today
announced that a decision has been rendered in a private arbitration proceeding
relating to amounts claimed by the Estate of Brian E. Kendrick.
Mr. Kendrick, the Company's former Chief Executive Officer, died in October
2001. The arbitration panel unanimously concluded that the Company had fully
satisfied its obligations under Mr. Kendrick's Employment Agreement when it
tendered the 2001 bonus payment of $525,000 and 17,876 shares of stock in early
2002, and no further amounts are due the Estate. The Estate had sought damages
in excess of $30 million in connection with alleged oral agreements and oral
amendments to Mr. Kendrick's written employment agreement.
The payment has been previously reserved for this purpose, and accordingly will
not have an impact on Asbury's reported financial results.
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 95 retail
auto stores, encompassing 137 franchises for the sale and servicing of 35
different brands of American, European and Asian automobiles. Asbury believes
that its product mix includes one of the highest proportions of luxury and
mid-line import brands among leading public U.S. 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.
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