UNITED STATES
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 22, 2004
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Asbury Automotive Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
5511 01-0609375
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(Commission File Number) (IRS Employer Identification No.)
622 Third Avenue, 37th Floor, New York, NY 10017
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(Address of principal executive offices) (Zip Code)
(212) 885-2500
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(Registrant's telephone number, including area code)
None
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
From May 1, 1998 through July 29, 2003, Ben David McDavid, Sr. ("McDavid Sr."),
a member of the Board of Directors of Asbury Automotive Group, Inc. (the
"Company"), was employed as the President and CEO of the David McDavid Auto
Group, a group of car dealerships owned and operated by Asbury Texas Management
L.L.C., which is an indirect, wholly-owned subsidiary of the Company. McDavid
Sr.'s sons, Ben David McDavid, Jr. ("McDavid Jr.") and James McDavid ("James,"
together with McDavid Sr. and McDavid Jr. being collectively referred to as the
"Executives") were also employees of the David McDavid Auto Group during that
time. The Executives left their employment with Asbury Texas Management L.L.C.
and the David McDavid Auto Group as of July 30, 2003 to pursue other interests.
In connection with the resignation of the Executives as employees of the David
McDavid Auto Group, on October 15, 2004, the Company executed a Separation
Agreement with the Executives, and the parties executed a mutual release of
claims. The Separation Agreement became effective as of October 22, 2004, upon
the expiration of a seven-day revocation period. Pursuant to the terms of the
Separation Agreement, the Company is required to make a lump sum severance
payment to the Executives in the aggregate amount of $1.5 million, less
applicable withholdings and taxes, as follows: $200,000 to McDavid Sr., $650,000
to McDavid Jr. and $650,000 to James. Each of the severance payments is payable
promptly upon the Company's receipt of an executed general release from each of
the Executives and the expiration of the seven-day revocation period following
such execution. In addition, the Company is required to make cash payments, less
applicable withholdings and taxes, in the amounts of $75,000 to McDavid Sr.,
$100,000 to McDavid Jr. and $100,000 to James, upon the return of all
demonstrator vehicles owned by the David McDavid Auto Group that were in the
possession or control of the Executives from and after July 30, 2003.
The description of the terms of the Company's agreement with the Executives is
qualified in its entirety by reference to the Separation Agreement, which is
filed with this current report as Exhibit 10.1.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On October 25, 2004, Ben David McDavid, Sr., who has been a member of the
Company's Board of Directors since February 2002, announced his resignation from
the Board. Mr. McDavid, Sr.'s resignation was not related to a disagreement with
the Company on any matter related to the Company's operations, policies or
practices. Instead, as Mr. McDavid, Sr.'s employment relationship with the
Company has come to an end with the finalization of the Separation Agreement
described above in Item 1.01, Mr. McDavid, Sr. has decided to conclude his
entire working relationship with the Company to pursue other interests.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
10.1 Separation Agreement, dated as of October 15, 2004,
by and among Asbury Automotive Group, Inc., Ben
David McDavid, Sr., Ben David McDavid, Jr. and
James McDavid.
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.
Date: October 26, 2004 By: /s/ Kenneth B. Gilman
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Name: Kenneth B. Gilman
Title: President and Chief Executive Officer
EXHIBIT INDEX
Exhibit No. Description
10.1 Separation Agreement, dated as of October 15, 2004, by and among
Asbury Automotive Group, Inc., Ben David McDavid, Sr., Ben David
McDavid, Jr. and James McDavid.