-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, OT1CKj/4gFrMUaR176gBBNZN+eGJjwl2Hta7dpwQ2ljFS/7AT3KGhhD4t8fizkLH lbHzij8xrf4CWbrpQI2L7A== 0000950168-02-001238.txt : 20020503 0000950168-02-001238.hdr.sgml : 20020503 ACCESSION NUMBER: 0000950168-02-001238 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020501 ITEM INFORMATION: Other events FILED AS OF DATE: 20020503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SONIC AUTOMOTIVE INC CENTRAL INDEX KEY: 0001043509 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 562010790 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13395 FILM NUMBER: 02634124 BUSINESS ADDRESS: STREET 1: 5401 EAST INDEPENDENCE BLVD STREET 2: PO BOX 18747 CITY: CHARLOTTE STATE: NC ZIP: 28212 BUSINESS PHONE: 7045323354 MAIL ADDRESS: STREET 1: 5401 EAST INDEPENDENCE BLVD CITY: CHARLOTTE STATE: NC ZIP: 28212 8-K 1 d8k.txt FORM 8-K FOR SONIC AUTOMOTIVE ================================================================================ 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 1, 2002 ------------ SONIC AUTOMOTIVE, INC. ------------------------------------------ (Exact Name of Registrant as Specified in Charter) Delaware -------------------------------------------- (State or Other Jurisdiction of Incorporation)
1-13395 56-201079 (Commission File Number) (I.R.S. Employer Indentification No.) 5401 E. Independence Boulevard Charlotte, North Carolina 28212 (Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (704) 566-2400 ================================================================================ Item 5. Other Events On November 21, 2000, Sonic Automotive, Inc. ("Sonic") filed a registration statement on Form S-3 (Reg. Nos. 333-50430 and 333-50430-01 through 333-50430-G7) with the Securities and Exchange Commission (the "Commission") relating to the public offering pursuant to Rule 415 under the Securities Act of 1933, as amended, of up to $300 million in securities of Sonic (as amended, the "Registration Statement"). On December 14, 2000, the Commission declared the Registration Statement effective. On May 2, 2002, Sonic filed a preliminary prospectus supplement with the Commission relating to the offer and sale of $130 million ($149.5 million if the underwriters' over-allotment is exercised in full) of 5 1/4% Convertible Senior Subordinated Notes due 2009 (the "Notes"). The Notes will be issued pursuant to a supplement to the form of subordinated indenture (the "Supplemental Indenture") by and among Sonic and U.S. Bank National Association ("U.S. Bank"). The form of indenture was previously filed with the Commission as an exhibit to the Registration Statement. The form of Supplemental Indenture which governs the terms of the Notes, the form of Note and the Form T-1 of U.S. Bank with respect to U.S. Bank acting as Trustee under the Indenture as filed as exhibits hereto. (c) Exhibits
Exhibit No. Description - ----------- ----------- 1.1* Purchase Agreement dated as of May 1, 2002 between Sonic Automotive, Inc. and Merrill Lynch & Co., Merrill Lynch, Pierce, Fenner & Smith, Incorporated, Banc of America Securities LLC and First Union Securities, Inc. 4.1* Form of Supplemental Indenture by and among Sonic and U.S. Bank National Association 4.2* Form of 51/4% Convertible Senior Subordinated Note due 2009 (included in Exhibit 4.1) 4.3* Form of Subordination Agreement dated as of May 7, 2002 between O. Bruton Smith and U.S. Bank National Association 5.1* Opinion of Moore & Van Allen PLLC regarding the validity of the Notes 23.1* Consent of Moore & Van Allen PLLC (included in Exhibit 5.1) 25.1 Form T-1 Statement of Eligibility and Qualification under the Trust Indenture Act of 1939 of U.S. Bank National Association
* To be filed by amendment. 2 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this current report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. SONIC AUTOMOTIVE, INC. By: /s/ Stephen K. Coss ------------------------------- Stephen K. Coss Vice President and General Counsel Dated: May 3, 2002 3 EX-25.1 3 dex251.txt FORM T-1 Exhibit 25.1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------------- FORM T-1 Statement of Eligibility Under The Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee Check if an Application to Determine Eligibility of a Trustee Pursuant to Section 305(b)(2) [x] ------------------------------------------------------- U.S. BANK NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 31-0841368 I.R.S. Employer Identification No. - ---------------------------------------- ------------------------------------ 180 East Fifth Street St. Paul, Minnesota 55101 - ---------------------------------------- ------------------------------------ (Address of principal executive offices) (Zip Code) - ---------------------------------------- ------------------------------------ Richard H. Prokosch U.S. Bank National Association 180 East Fifth Street St. Paul, MN 55101 (651) 244-0721 (Name, address and telephone number of agent for service) SONIC AUTOMOTIVE, INC. (Exact name of registrant as specified in it's charter) - ---------------------------------------- ------------------------------------ Delaware 56-2010790 - ---------------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) - ---------------------------------------- ------------------------------------ - ---------------------------------------- ------------------------------------ 5401 East Independence Boulevard P.O. Box 18747 Charlotte, North Carolina 28212 - ---------------------------------------- ------------------------------------ (Address of Principal Executive Offices) (Zip Code) - ---------------------------------------- ------------------------------------ 5 1/4% Convertible Senior Subordinated Notes Due 2009 (Title of the Indenture Securities) ================================================================================ Item 1. GENERAL INFORMATION. Furnish the following information as to the Trustee. a) Name and address of each examining or supervising authority to which it is subject. Comptroller of the Currency Washington, D.C. b) Whether it is authorized to exercise corporate trust powers. Yes Item 2. AFFILIATIONS WITH OBLIGOR. If the obligor is an affiliate of the Trustee, describe each such affiliation. None Items 3-15 Items 3-15 are not applicable because to the best of the Trustee's knowledge, the obligor is not in default under any Indenture for which the Trustee acts as Trustee. Item 16. LIST OF EXHIBITS: List below all exhibits filed as a part of this statement of eligibility and qualification. 1. A copy of the Articles of Association of the Trustee.* 2. A copy of the certificate of authority of the Trustee to commence business.* 3. A copy of the certificate of authority of the Trustee to exercise corporate trust powers.* 4. A copy of the existing bylaws of the Trustee.* 5. A copy of each Indenture referred to in Item 4. Not applicable. 6. The consent of the Trustee required by Section 321(b) of the Trust Indenture Act of 1939, attached as Exhibit 6. 7. Report of Condition of the Trustee as of December 31, 2001, published pursuant to law or the requirements of its supervising or examining authority, attached as Exhibit 7. * Incorporated by reference to Registration Number 333-67188. NOTE The answers to this statement insofar as such answers relate to what persons have been underwriters for any securities of the obligors within three years prior to the date of filing this statement, or what persons are owners of 10% or more of the voting securities of the obligors, or affiliates, are based upon information furnished to the Trustee by the obligors. While the Trustee has no reason to doubt the accuracy of any such information, it cannot accept any responsibility therefor. SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, U.S. BANK NATIONAL ASSOCIATION, a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of St. Paul, State of Minnesota on the 3rd day of May, 2002. U.S. BANK NATIONAL ASSOCIATION By: /s/ Richard H. Prokosch --------------------------- Richard H. Prokosch Vice President By: /s/ Julie Eddington ---------------------- Julie Eddington Assistant Vice President Exhibit 6 CONSENT In accordance with Section 321(b) of the Trust Indenture Act of 1939, the undersigned, U.S. BANK NATIONAL ASSOCIATION hereby consents that reports of examination of the undersigned by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon its request therefor. Dated: May 3, 2002 U.S. BANK NATIONAL ASSOCIATION By: /s/ Richard H. Prokosch ---------------------------- Richard H. Prokosch Vice President By: /s/ Julie Eddington ---------------------- Julie Eddington Assistant Vice President Exhibit 7 U.S. Bank National Association Statement of Financial Condition As of 12/31/2001 ($000's)
Assets Cash and Due From Depository Institutions $9,775,116 Federal Reserve Stock 0 Securities 26,316,516 Federal Funds 1,261,731 Loans & Lease Financing Receivables 109,012,892 Fixed Assets 1,414,464 Intangible Assets 8,158,687 Other Assets 6,637,699 Total Assets $162,577,105 Liabilities Deposits $104,077,584 Fed Funds 4,365,180 Treasury Demand Notes 0 Trading Liabilities 313,719 Other Borrowed Money 25,030,765 Acceptances 201,492 Subordinated Notes and Debentures 5,348,437 Other Liabilities 3,894,231 Total Liabilities $143,231,408 Equity Minority Interest in Subsidiaries $981,870 Common and Preferred Stock 18,200 Surplus 12,068,893 Undivided Profits 6,276,734 Total Equity Capital $19,345,697 Total Liabilities and Equity Capital $162,577,105
To the best of the undersigned's determination, as of the date hereof, the above financial information is true and correct. U.S. Bank National Association By: /s/ Richard H. Prokosch ------------------------ Richard H. Prokosch Vice President Date: May 3, 2002 -----END PRIVACY-ENHANCED MESSAGE-----