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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 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 Identification Classification Code Number) Number)
Incorporation)
3 Landmark Square
Suite 500
Stamford, CT 06901
(Address of Principal Executive Office)
Registrant's telephone number, including area code: (203) 356-4400
2
Item 4. Changes in Registrant's Certifying Accountant.
On May 13, 2002, the Company removed Arthur Andersen LLP
("Andersen") as the Company's independent public accountants and on May 16,
2002 retained Deloitte & Touche LLP ("D&T") as the Company's new independent
public accountants for the fiscal year 2002. This change was made upon the
recommendation of the audit committee of the Company's board of directors and
with the approval of the Company's board of directors. The decision to change
independent public accountants was based on the continuing uncertainty
regarding Andersen's future and is not a reflection of Andersen's commitment
or the quality of the services it provided to the Company.
Andersen's reports on the Company's consolidated financial
statements for the years ended December 31, 2001 and December 31, 2000 did not
contain an adverse opinion or disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope or accounting principles.
During the years ended December 31, 2001 and December 31, 2000 and
through the date of this Form 8-K, there were no disagreements with Andersen
on any matter of accounting principle or practice, financial statement
disclosure, or auditing scope or procedure which, if not resolved to
Andersen's satisfaction, would have caused them to make reference to the
subject matter in connection with their report on the Company's consolidated
financial statements for such years; and there were no reportable events as
defined in Item 304(a)(1)(v) of Regulation S-K.
The Company provided Andersen with a copy of the foregoing
disclosures. Attached as Exhibit 16 is a copy of Andersen's letter, dated May
16, 2002, stating its agreement with such statements.
During the years ended December 31, 2001 and December 31, 2000 and
through the date hereof, the Company did not consult D&T with respect to the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's consolidated financial statements, or any other matters or
reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation
S-K.
On May 17, 2002, Asbury Automotive Group, Inc. issued a press
release accouncing the change in the Company's independent public accountants.
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
16 Letter from Arthur Andersen LLP to the Securities and
Exchange Commission dated May 16, 2002
99.1 Press Release issued by Asbury Automotive Group, Inc. on
May 17, 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/ Thomas F. Gilman
--------------------------
Name: Thomas F. Gilman
Title: Chief Financial Officer
Date: May 17, 2002
EXHIBIT INDEX
Exhibit No. Description
16 Letter from Arthur Andersen LLP to the Securities and
Exchange Commission dated May 16, 2002
99.1 Press Release issued by Asbury Automotive Group, Inc. on
May 17, 2002.
Exhibit 16
ANDERSEN
Arthur Andersen LLP
400 Atlantic Street
PO Box 120021
Stamford, CT 06912-0021
www.andersen.com
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
May 16, 2002
Dear Sir/Madam:
We have read Item 4 of the Current Report on From 8-K of Asbury Automotive
Group, Inc. to be filed with the Securities and Exchange Commission and are in
agreement with the statements contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
- ------------------------
Copy to: Mr. Thomas F. Gilman
Chief Financial Officer
EXHIBIT 99.1
ASBURY Contact Information:
AUTOMOTIVE GROUP David Shein
LOGO RFBinder Partners
(212) 994-7514
david.shein@rfbinder.com
FOR IMMEDIATE RELEASE
ASBURY AUTOMOTIVE GROUP APPOINTS DELOITTE & TOUCHE LLP AS INDEPENDENT AUDITORS
STAMFORD, CT, May 17, 2002 - Asbury Automotive Group, Inc. (NYSE: ABG), one of
the nation's largest automotive retailers, announced today that it has
retained Deloitte & Touche, LLP as the Company's new independent public
accountants for fiscal year 2002, replacing Arthur Andersen LLP.
The decision to change independent public accountants was based upon the
continuing uncertainty regarding Andersen's future and is not a reflection of
the commitment or quality of the services provided to the Company by the
Andersen team.
"We wish to thank the fine individuals from Andersen who served us well for
many years," said Kenneth B. Gilman, Asbury's President and CEO. "However, in
light of recent events, Asbury has selected Deloitte & Touche based on their
in-depth knowledge of our industry as well as their talented team of
professionals. This decision should emphasize the Company's commitment to
quality and integrity in its financial statements and should further preserve
the confidence of our investors."
Asbury Automotive will file a Form 8-K with the Securities and Exchange
Commission detailing the change in independent public accountants.
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.