-----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, HTzUjKK6kzgAFqCs2E3TBNQDxTCIksLWEIR8qD0sAcU9e6LP2QcPULDkN6NEHSpv byiA3S01jQ/U/tXC6AYxQg== 0001144980-04-000122.txt : 20040719 0001144980-04-000122.hdr.sgml : 20040719 20040719090107 ACCESSION NUMBER: 0001144980-04-000122 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040719 ITEM INFORMATION: Other events FILED AS OF DATE: 20040719 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ASBURY AUTOMOTIVE GROUP INC CENTRAL INDEX KEY: 0001144980 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-AUTO DEALERS & GASOLINE STATIONS [5500] IRS NUMBER: 010609375 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-31262 FILM NUMBER: 04919145 BUSINESS ADDRESS: STREET 1: 622 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128852500 MAIL ADDRESS: STREET 1: 622 THIRD AVENUE STREET 2: 37TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017 8-K 1 form8ksecondaryreljuly.txt 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): July 19, 2004 ------------------------------------------------- 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.) 622 Third Avenue, 37th Floor 10017 ---------------------------------------------- ------------------ (Address of principal executive offices) (Zip Code) (212) 885-2500 --------------------------------------------------- (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 hereby files the press release attached hereto as Exhibit 99.1. Item 7. Financial Statements and Exhibits. (c) Exhibits Exhibit No. Description - ----------- ----------- 99.1 Press Release dated July 19, 2004. The registrant issued a press release on July 19, 2004, announcing that it would not proceed with the proposed secondary offering of the registrant's common stock previously announced on January 22, 2004, and that the registrant has withdrawn the registration statement relating to such proposed secondary offering, originally filed with the Securities and Exchange Commission on January 22, 2004, which press release is attached hereto as Exhibit 99.1. 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: July 19, 2004 By: /s/ Kenneth B. Gilman ---------------------------------------- Name: Kenneth B. Gilman Title: President and Chief Executive Officer EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release dated July 19, 2004 EX-99.1 2 pressreleasesecondaryjuly04.txt PRESS RELEASE JULY 19, 2004 Investors May Contact: Stacey Yonkus Director, Investor Relations (212) 885-2512 syonkus@asburyauto.com Reporters May Contact: David Shein RFBinder Partners (212) 994-7514 david.shein@rfbinder.com Asbury Automotive Group Withdraws Secondary Stock Offering New York, NY, July 19, 2004 - Asbury Automotive Group, Inc. (NYSE: ABG), one of the largest automotive retail and service companies in the U.S., today announced that it would not proceed with a proposed secondary offering of its common stock. The Company has withdrawn the registration statement that it filed with the Securities and Exchange Commission. In the offering, a majority of the shares were to have been sold by Asbury Automotive Holdings L.L.C., a controlled affiliate of Ripplewood Investments L.L.C., with the remainder offered by certain other stockholders. The Company would not have received any proceeds from the offering. President and CEO Kenneth B. Gilman said, "In light of the current valuation of Asbury's common stock, the selling shareholders have decided against an offering at this time. Based on expectations for the remainder of the year, with Asbury trading at a multiple of only seven times the current year consensus earnings estimate, the selling shareholders believe present valuation levels do not reflect the inherent growth potential the business affords." About Asbury Automotive Group Asbury Automotive Group, Inc., headquartered in New York City, is one of the largest automobile retailers in the U.S., with 2003 revenues of $4.8 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 100 retail auto stores, encompassing 139 franchises for the sale and servicing of 36 different brands of American, European and Asian automobiles. Asbury believes that its product mix contains a higher proportion of the more desirable luxury and mid-line import brands than most public 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 which could cause, among other things, acquisitions under contract or letters of intent to fail, 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. -----END PRIVACY-ENHANCED MESSAGE-----