================================================================================ 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): October 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 7. FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits Exhibit No. Description - ----------- ----------- 99.1 Press Release dated October 30, 2002 99.2 Press Release dated October 30, 2002 ITEM 9. REGULATION FD DISCLOSURE. The registrant issued two press releases yesterday announcing (a) the registrant's earnings for the third quarter ending September 30, 2002, which press release is attached hereto as Exhibit 99.1 and (b) that the registrant's Board of Directors has authorized the registrant to expend up to $15 million to repurchase outstanding shares of its common stock, which press release is attached hereto as Exhibit 99.2. 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 ------------------------------- Name: Thomas F. Gilman Title: Chief Financial Officer Date: October 31 , 2002 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press Release dated October 30, 2002 99.2 Press Release dated October 30, 2002