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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
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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.