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):
December 2, 2005
-------------------------------------------------
Asbury Automotive Group, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware
-----------------------------------------------------------------------
(State or other jurisdiction of incorporation)
5511 01-0609375
------------------------ ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
622 Third Avenue, 37th Floor, New York, NY 10017
-------------------------------------------- ----------------
(Address of principal executive offices) (Zip Code)
(212) 885-2500
---------------------------------------------------
(Registrant's telephone number, including area code)
None
-------------------------------------------------------------
(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
Effective November 1, 2005, the annual retainer for Michael Durham, the
non-executive Chairman of the Board of Directors of Asbury Automotive Group,
Inc. (the "Company"), was increased to $225,000. The increase was approved by
the Board of Directors on November 21, 2005, upon the recommendation of the
Company's Compensation Committee.
Item 8.01 Other Events
On December 2, 2005, the Company, through one of its affiliates,
executed a Notice of Exercise (the "Notice") and exercised its options to
purchase 14 parcels of land, together with all buildings, structures, pavement
lighting fixtures and other improvements located thereon (the "Properties"),
from affiliates of former director and employee, Ben David McDavid, Sr. The
Company has leased the Properties from Mr. McDavid and his affiliates for use by
the Company's automotive retail dealerships in Texas. Based upon the appraised
value of the Properties at the time the options and lease agreements were
entered into, which appraised value has been adjusted for movements in the
Consumer Price Index for the Dallas-Fort Worth area, the aggregate purchase
price for the Properties is approximately $57.0 million. Pursuant to the terms
of the Notice, the closing of the acquisition of the Properties by the Company
will occur on or about December 9, 2005, subject to usual and customary closing
conditions.
The Company plans to sell 13 of the Properties in the near future, 10
of which are expected to be sold in a sale-leaseback transaction.
SIGNATURE
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: December 8, 2005 By: /s/ Kenneth B. Gilman
--------------------------------------
Name: Kenneth B. Gilman
Title: President and Chief Executive Officer