8-K

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 23, 2003

Asbury Automotive Group, Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
5511	01-0609375
(Commission File Number)	(IRS Employer Identification No.)
Three Landmark Square, Suite 500, Stamford, CT	06901
(Address of principal executive offices)	(Zip Code)
(203) 356-4400
(Registrant’s telephone number, including area code)
None
(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 December 23, 2003 announcing the completion of its $200 million private placement of senior subordinated notes, 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 December 23, 2003.

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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, 2003	By:	/s/ Kenneth B. Gilman
	Name:  Kenneth B. Gilman
	Title:  President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Press Release dated December 23, 2003

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EX-99.1

Exhibit 99.1

Asbury Automotive Group Announces Completion of $200 Million Private Placement of Senior Subordinated Notes

STAMFORD, Conn., Dec. 23 — Asbury Automotive Group (NYSE: ABG) announced today that it raised $200 million of gross proceeds through a private placement of its 8% senior subordinated notes, due 2014.

Asbury intends to use the net proceeds of this issuance to repay indebtedness under its existing credit facility and for general corporate purposes including acquisitions. Certain Asbury subsidiaries did not guarantee the senior subordinated notes issued through the private placement.

The notes were offered inside the United States to qualified institutional buyers in reliance on Rule 144A under the Securities Act of 1933. The issuance of the notes was not registered under the Securities Act. Unless 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.

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.