Schedule 13d
| Filed by: | SONIC AUTOMOTIVE INC |
| Subject Company: | SONIC AUTOMOTIVE INC |
| Filed as of Date: | 04/17/2009 |
| View Original Filing on Edgar's | |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
Sonic
Automotive, Inc.
(Name of
Issuer)
Class A
Common Stock, par value $.01 per share
(Title of Class of Securities)
83545G102
(CUSIP Number)
Paul P.
Rusnak
325 W.
Colorado Boulevard
P.O. Box
70489
Pasadena,
California 91117
(626)
449-2377
(Name, Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
February
23, 2009
(Date of Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box. o
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See §240.13d-7 for other parties to whom copies are to
be sent.
* The
remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP
No. 83545G102
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1.
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Names
of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only).
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Paul
P. Rusnak
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2.
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Check
the Appropriate Box if a Member of a Group (See
Instructions)
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(a)
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o
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(b)
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o
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3.
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SEC
Use Only
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4.
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Source
of Funds (See Instructions)
PF
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5.
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Check
if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or
2(e) o
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6.
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Citizenship
or Place of Organization
United
States of America
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Number
of
Shares
Beneficially
Owned
by
Each
Reporting
Person
With
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7.
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Sole
Voting Power
4,300,000
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8.
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Shared
Voting Power
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9.
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Sole
Dispositive Power
4,300,000
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10.
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Shared
Dispositive Power
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11.
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Aggregate
Amount Beneficially Owned by Each Reporting Person
4,300,000
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12.
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Check
if the Aggregate Amount in Row (11) Excludes Certain Shares (See
Instructions) o
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13.
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Percent
of Class Represented by Amount in Row (11)
15.3%
*
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14.
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Type
of Reporting Person (See Instructions)
IN
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* Percentage
calculated on the basis of 28,085,472 shares of Class A common stock
issued and outstanding on March 27, 2009, as set forth in Sonic Automotive
Inc.'s Proxy Statement dated April 8, 2009 relating to the annual meeting of
stockholders to be held on held on May 11, 2009.
2
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Item
1.
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Security
and Issuer
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This Schedule 13D relates to the
Class A common stock, par value $.01 per share, of Sonic Automotive Inc.,
a Delaware corporation, which has its principal executive office at 6415
Idlewild Road, Suite 109, Charlotte, North Carolina 28212.
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Item
2.
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Identity
and Background
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(a) This
Schedule is being filed on behalf of Paul P. Rusnak (the
“Reporting Person”), a citizen of the United States of
America.
(b) Mr.
Rusnak's business address is 325 W. Colorado Boulevard, P.O. Box 70489,
Pasadena California 91117-7489.
(c) Mr.
Rusnak’s principal occupation or employment is retail automotive
dealer.
(d)
– (e) During the last five years, Mr. Rusnak (i) has not been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) has not been a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
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(f) Mr.
Rusnak is a United States citizen.
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Item
3.
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Source
and Amount of Funds or Other Consideration
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The aggregate purchase price of
$6,175,214.02 for the 4,300,000 shares of common stock beneficially owned
by the Reporting Person was funded from cash and cash equivalents on
hand.
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Item
4.
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Purpose
of Transaction
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The
Reporting Person acquired the shares for investment
purposes. The Reporting Person may, from time to time, acquire
additional shares or dispose of some or all of his shares or may continue
to hold the shares, depending on business and market conditions, his
continuing evaluation of the business, assets, projects and prospects of
Sonic Automotive, Inc. and other factors.
In
April 2009, Mr. Rusnak wrote a letter to the Chief Executive Officer of
Sonic Automotive, Inc. indicating that Mr. Rusnak is in the retail
automotive business and believes that he could be of assistance to the
Issuer's business and, accordingly, requested a seat on the Issuer's Board
of Directors.
Other
than as set forth in this Item 4, the Filing Persons do not have any
current plans, proposals or negotiations that relate to or would result in
any of the matters referred to in paragraphs (a) through (j) of Item 4 of
Schedule 13D.
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3
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Item
5.
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Interest
in Securities of the Issuer
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(a)
– (b) Based upon the Issuer's Proxy Statement dated April 8,
2009, there were 28,085,472 shares of Class A common stock outstanding as
of March 27, 2009. The 4,300,000 shares of Class A common stock
beneficially owned by the Reporting Person as of the date hereof represent
approximately 15.3% of the outstanding Class A common
stock. The Reporting Person has sole voting and investment
power with respect to the shares held by the Reporting
Person.
(c) Attached
as Schedule 1 hereto, which Schedule is incorporated herein by reference,
is a list of the transactions in the Class A common stock effected by the
Reporting Person during the 60 days prior to the date of this Schedule
13D.
(d) No
person other than the Reporting Person has the right to receive or power
to direct the receipt of dividends from, or the proceeds of the sale of
any of the shares.
(e)
Not applicable.
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Item
6.
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Contracts,
Arrangements, Understandings or Relationships with Respect to Securities
of the Issuer
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Not
applicable.
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Item
7.
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Material
to Be Filed as Exhibits
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Not
applicable.
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SIGNATURE
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
April __,
2009
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By:
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/s/ Paul P. Rusnak | |
| Paul P. Rusnak | |||
4
Schedule
1
Transactions
by the Reporting Person in Class A Common Stock During the Prior 60
days
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Date
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Number
of Shares of Class A Common Stock
Purchased
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Price
Per Share of Class A Common Stock
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Nature of Transaction
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2/11/2009
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187,700
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$1.9942
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Open
market purchase
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2/12/2009
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571,300
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$1.7113
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Open
market purchase
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2/13/2009
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200,000
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$1.6851
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Open
market purchase
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2/17/2009
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79,300
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$1.3902
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Open
market purchase
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2/17/2009
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41,000
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$1.3645
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Open
market purchase
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2/18/2009
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109,000
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$1.3736
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Open
market purchase
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2/19/2009
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385,000
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$1.3563
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Open
market purchase
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2/20/2009
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192,400
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$1.37939
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Open
market purchase
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2/23/2009
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233,800
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$1.4117
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Open
market purchase
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2/25/2009
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294,500
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$1.3862
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Open
market purchase
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2/26/2009
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112,900
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$1.3914
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Open
market purchase
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2/27/2009
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6,400
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$1.3719
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Open
market purchase
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3/02/2009
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150,000
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$1.2925
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Open
market purchase
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3/03/2009
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152,600
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$1.2888
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Open
market purchase
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3/04/2009
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39,300
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$1.4000
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Open
market purchase
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3/05/2009
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244,300
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$1.2763
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Open
market purchase
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3/09/2009
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519,000
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$1.0019
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Open
market purchase
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3/10/2009
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254,100
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$1.0498
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Open
market purchase
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3/12/2009
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27,300
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$1.3144
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Open
market purchase
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3/13/2009
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299,600
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$1.4557
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Open
market purchase
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4/02/2009
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4,100
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$1.1800
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Open
market purchase
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4/03/2009
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53,200
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$1.1800
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Open
market purchase
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4/07/2009
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142,700
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$2.0145
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Open
market purchase
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5
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