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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):
December 20, 2002
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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)
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No. Description
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99.1 Press Release dated December 20, 2002
Item 9. Regulation FD Disclosure.
The registrant issued a press release on December 20, 2002 announcing that
it is revising its full year 2002 diluted earnings per share target to
$1.37-$1.40 from its previous guidance of $1.50, which press release is attached
hereto as exhibit 99.1.
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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: December 23, 2002 By /s/ Kenneth B. Gilman
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Name: Kenneth B. Gilman
Title: Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
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99.1 Press Release dated December 20, 2002
Exhibit 99.1
[ASBURY LOGO]
Contact Information: Jeff Hilsgen
Asbury Automotive
(203) 356-4418
investor@asburyauto.com
ASBURY AUTOMOTIVE GROUP REVISES EARNINGS OUTLOOK
STAMFORD, Conn. - December 20, 2002 - Asbury Automotive Group, Inc. (NYSE: ABG),
one of the largest automotive retail and service companies in the U.S., today
announced it is revising its full year 2002 diluted earnings per share target to
$1.37 - $1.40 from its previous guidance of $1.50.
The Company will announce 2003 earnings guidance when annual results for 2002
are released. However, in recognition of the revised 2002 guidance, the company
has reduced its planning target for 2003 EPS to $1.65 - $1.75, compared with its
previously announced goal of $1.80 - $1.90. As noted when the details underlying
its planning goal for 2003 were originally announced, achieving the goal is
dependent upon a number of factors, including but not limited to industry sales
trends, successful completion of the Bob Baker platform acquisition, improved
results from the Price 1 used car pilot program and completion of the Company's
share repurchase program.
Kenneth B. Gilman, President and CEO, said, "Consistent with overall industry
trends, the Company is revising its guidance because we have experienced a
slowdown in new and used vehicle sales. While used inventories remain within our
target range, our new vehicle inventories are above target because of the
slowdown in new vehicle sales - especially at our stores selling domestic
brands.
"However, the two most significant and consistent profit drivers of the business
are performing well. During October and November, both our parts/service and
finance/insurance business segments delivered solid increases over last year's
levels. I think this clearly underscores the fundamental strength and stability
of the automotive retail business model."
About Asbury Automotive Group
Asbury Automotive Group, Inc., headquartered in Stamford, Connecticut, is one of
the largest automobile retailers in the U.S., with 2001 revenues of $4.3
billion. Built through a combination of organic growth and a series of strategic
acquisitions over the past six years, Asbury now operates through nine
geographically concentrated, individually
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branded "platforms." These platforms operate 93 retail auto stores, encompassing
130 franchises for the sale and servicing of 36 different brands of American,
European and Asian automobiles. Asbury believe that its product mix includes one
of the highest proportions of luxury and mid- line import brands among leading
U.S. automotive public 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 and projections regarding
the Company's financial position, results of operations, market position,
product development, pending 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 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 registration statement on Form S-1 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.