================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------- FORM 8-K/A AMENDMENT TO 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 1, 2002 ------------ SONIC AUTOMOTIVE, INC. -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware --------------------------------- (State or Other Jurisdiction of Incorporation) 1-13395 56-201079 (Commission File Number) (I.R.S. Employer Indentification No.) 5401 E. Independence Boulevard Charlotte, North Carolina 28212 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (704) 566-2400 ================================================================================ Item 5. Other Events On November 21, 2000, Sonic Automotive, Inc. ("Sonic") filed a registration statement on Form S-3 (Reg. Nos. 333-50430 and 333-50430-01 through 333-50430-G7) with the Securities and Exchange Commission (the "Commission") relating to the public offering pursuant to Rule 415 under the Securities Act of 1933, as amended, of up to $300 million in securities of Sonic (as amended, the "Registration Statement"). On December 14, 2000, the Commission declared the Registration Statement effective. On May 2, 2002, Sonic filed a preliminary prospectus supplement with the Commission relating to the offer and sale of $130 million ($149.5 million if the underwriters' over-allotment is exercised in full) of 5 1/4% Convertible Senior Subordinated Notes due 2009 (the "Notes"). The Notes will be issued pursuant to a supplement to the form of subordinated indenture (the "Supplemental Indenture") by and among Sonic and U.S. Bank National Association ("U.S. Bank"). The form of indenture was previously filed with the Commission as an exhibit to the Registration Statement. The form of Supplemental Indenture which governs the terms of the Notes, the form of Note and the Form T-1 of U.S. Bank with respect to U.S. Bank acting as Trustee under the Indenture are filed as exhibits hereto. (c) Exhibits