- -------------------------------------------------------------------------------- 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 31, 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 Classification Code Number) Number) Identification Incorporation) 3 Landmark Square Suite 500 Stamford, CT 06901 (Address of Principal Executive Office) Registrant's telephone number, including area code: (203) 356-4400 - -------------------------------------------------------------------------------- ITEM 5. OTHER EVENTS. On May 31, 2002, Asbury Automotive Group, Inc. issued a press release announcing that it has priced a $250 million private placement of senior subordinated notes due 2012 with an interest rate of 9%. 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 - ----------- ----------- 99.1 Press Release issued by Asbury Automotive Group, Inc. on May 31, 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: ------------------------ Name: Thomas F. Gilman Title: Chief Financial Officer Date: May 31, 2002 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release issued by Asbury Automotive Group, Inc. on May 31, 2002.