_______________________________________________________________________________
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): April 19, 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
_______________________________________________________________________________
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Item 5. Other Events
(a) Appointment of New Directors
On April 23, 2002, the registrant issued the press release attached
hereto as Exhibit 99.1 announcing the appointments of Thomas C. Israel,
Vernon E. Jordan, Jr., Philip F. Maritz, and Thomas F. McLarty, as directors of
Asbury Automotive Group, Inc. Mr. Israel has been appointed a Class one
director for a term to expire at the annual meeting of stockholders to be held
in 2003. Mr. Jordan has been appointed a Class three director for a term to
expire at the annual meeting of stockholders to be held in 2005. Mr. Maritz
has been appointed a Class two director with a term to expire at the annual
meeting of stockholders to be held in 2004. Mr. McLarty has been appointed a
Class three director with a term to expire at the annual meeting of
stockholders to be held in 2005.
Thomas C. Israel, age 58, is Chairman and Chief Executive Officer of A.C.
Israel Enterprises, Inc., a family holding company specializing in private
investments. He began his career at ACLI International Incorporated, a
worldwide commodity import/export company, and became its Chief Financial
Officer in 1978, a position he held until it was sold to Donaldson, Lufkin &
Jenrette in 1981. Mr. Israel sits on the board of Directors of Griffin Land &
Nurseries, Inc. Mr. Israel graduated from Phillips Academy in 1962 and from
Yale University, New Haven, Connecticut in 1966.
Vernon E. Jordan, Jr., age 66, is currently a Managing Director of Lazard
Freres & Co. Prior to joining Lazard, Mr. Jordan was a senior executive
partner with the law firm of Akin, Gump, Strauss, Hauer & Feld, L.L.P., where
he remains of counsel. Mr. Jordan's corporate and other directorships include:
America Online Latin America, Inc., American Express Company, Callaway Golf
Company, Clear Channel Communications, Inc., Dow Jones & Company, Inc., Howard
University, J.C. Penny Company, Inc., Revlon Inc., Sara Lee Corporation,
Shinsei Bank, Ltd. (Senior Advisor), Xerox Corporation, LBJ Foundation,
International Advisory Board of DaimlerChrysler, Fuji Bank and Barrick Gold.
Mr. Jordan is a graduate of DePauw University and the Howard University Law
School.
Philip F. Maritz, age 41, is the co-founder of Maritz, Wolf & Co., which
manages the Hotel Equity Fund, a private equity investment fund that owns 18
luxury hotels and resorts with $1.6 billion in annual revenue, and serves as
Chairman of the Board of Rosewood Hotels & Resorts. In 1990, he founded Maritz
Properties, a commercial real estate development and investment firm. Other
work experience includes positions with AT&T, Morgan Stanley, and Spieker
Properties. He serves on several not-for-profit boards, and he is also a
corporate director of Wolff-DiNapoli, a Los Angeles-based investment and
development firm. Mr. Maritz is a graduate of Princeton University the
Stanford Business School.
Thomas F. "Mack" McLarty, III, age 55, has been our vice chairman since
May 2000. He began his 32-year career in the automotive retailing industry by
building McLarty Leasing Systems, the platform his grandfather founded, into
one of America's largest transportation companies. Mr. McLarty also serves as
vice chairman of Kissinger McLarty Associates, an international consulting
firm formed in 1999 by the merger of Mr. Mclarty's and Dr. Henry Kissinger's
consulting operations. Between 1992 and 1998, Mr. McLarty served as White
House Chief of Staff, Special Envoy for the Americas and Counselor to
President Bill Clinton. He also was appointed to the National Petroleum
Council by President George H. W. Bush and served on
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the St. Louis Federal Reserve Board from 1989 until joining the White House in
1992. Mr. McLarty currently serves on the board of directors of Axciom
Corporation. Mr. McLarty is a graduate the University of Arkansas.
AUDIT COMMITTEE
Thomas C. Israel, Vernon E. Jordan, Jr. and Philip F. Maritz have each
been elected to serve as members of the registrant's audit committee.
OWNERSHIP OF STOCK
The following table sets forth information with respect to the beneficial
ownership by Mr. Israel, Mr. Jordan, Mr. Maritz and Mr. McLarty of the
registrant's outstanding common stock. Beneficial ownership is determined
in accordance with the rules of the Securities and Exchange Commission and
generally includes voting or investment power with respect to securities.
Directors' Ownership of Stock
Name and Address of Our Common Stock Percentage of Class
Beneficial Owner* Beneficially Owned
Thomas C. Israel 62,500*** **
Director
Vernon E. Jordan, Jr. 0 **
Director
Philip F. Maritz 0 **
Director
Thomas F. McLarty 454,114 1.33%
Director
* Unless otherwise indicated, the address for each individual listed is c/o
Asbury Automotive Group, Inc., 3 Landmark Square, Suite 500, Stamford, CT
06901.
** Represents holdings of less than one percent of the outstanding shares of
the registrant's common stock.
*** Represents shares owned by A.C. Israel Enterprises, Inc., of which
Thomas C. Israel is the chairman of the board.
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DIRECTOR COMPENSATION
In connection with their service on the board of directors, each member
of the registrant's board of directors who is not a full-time employee of the
registrant's or its affiliates will receive: (a) an annual retainer of
$25,000; (b) $1,000 for attendance at each meeting of the board or committee
of the board ($750 for meetings conducted by phone), with each independent
committee chairman receiving an additional $500 for each committee meeting
(plus reimbursement for all travel related expenses associated with such
meetings); (c) options under the registrant's 2002 option plan for (i) 3000
shares at the time of their appointment and (ii) 2000 shares on each
anniversary date of their appointment so long as they are still directors; and
(d) use of a demonstrator automobile.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit No. Description
- ----------- -----------
99.1 Press Release dated April 23, 2002
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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. Gillman
------------------------
Name: Thomas F. Gilman
Title: Chief Financial Officer
Date: April 23, 2002
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EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
99.1 Press Release dated April 23, 2002
Exhibit 99.1
ASBURY Contact Information:
AUTOMOTIVE GROUP David Shein
RFBinder Partners
(212) 994-7514
david.shein@rfbinder.com
[GRAPHICS OMITTED]
FOR IMMEDIATE RELEASE
ASBURY AUTOMOTIVE GROUP APPOINTS THOMAS C. ISRAEL,
VERNON E. JORDAN, JR., PHILIP F. MARITZ
AND
THOMAS F. MCLARTY, III TO BOARD OF DIRECTORS
STAMFORD, CT, April 23, 2002 - Asbury Automotive Group, Inc. (NYSE: ABG), one
of the nation's largest automotive retailers, announced today that Thomas C.
Israel, Vernon E. Jordan, Jr., Philip F. Maritz and Thomas F. McLarty, III
have been appointed to the company's board of directors. The appointments,
which are effective immediately, increase the size of Asbury's board to 10
members.
"These additions to the Asbury board are consistent with our efforts to seek
out exceptional business leaders," said Asbury CEO Kenneth B. Gilman. "I look
forward to having the opportunity to benefit from their expertise, experience,
and knowledge as we work together to create value for Asbury's shareholders."
Mr. Israel is Chairman and Chief Executive Officer of A.C. Israel Enterprises,
Inc. a family holding company specializing in private investments. He began
his career at ACLI International Incorporated, a worldwide commodity
import/export company, and became its Chief Financial Officer in 1978, a
position he held until it was sold to Donaldson, Lufkin & Jenrette in 1981.
Mr. Israel sits on the Board of Directors of Griffin Land & Resources, Inc.
Mr. Jordan is currently a Managing Director of Lazard Freres & Co. Prior to
joining Lazard, Mr. Jordan practiced law as a senior executive partner of the
Washington, D.C. firm Akin, Gump, Strauss, Hauer & Feld, where he remains of
counsel. Mr. Jordan's corporate and other directorships include: America
Online Latin America, Inc., American Express Company, Callaway Golf Company,
Clear Channel Communications, Inc., Dow Jones & Company, Inc., Howard
University, J.C. Penney Company, Inc., Revlon, Inc., Sara Lee Corporation,
Shinsei Bank, Ltd. (Senior Advisor), Xerox Corporation, LBJ Foundation,
International Advisory Board of DaimlerChrysler, Fuji Bank and Barrick Gold.
Mr. Maritz is the co-founder of Maritz, Wolff & Co., which manages the Hotel
Equity Fund, a private equity investment fund that owns 18 luxury hotels and
resorts with $1.6 billion in annual revenue, and serves as Chairman of the
Board of Rosewood Hotels & Resorts. In 1990, he founded Maritz Properties, a
commercial real estate development and investment firm. Other work experience
includes positions with AT&T, Morgan Stanley, and Spieker Properties. He
serves on several not-for-profit boards, and he is also a corporate director
of Wolff-DiNapoli, a Los Angeles based investment and development firm.
Mr. McLarty has been Asbury's vice chairman since May 2000. He began his
32-year career in the automotive industry by building the family business
started by his father, McLarty Companies, including McLarty Leasing Systems,
into one of America's premier transportation companies. Mr. McLarty later
served as Chairman and CEO of Arkla, Inc., a NYSE company and one of the
nation's largest gas distributing companies. Mr. McLarty is currently vice
chairman of Kissinger McLarty Associates, an international advisory firm
formed in partnership with former Secretary of State Henry Kissinger in 1999.
Between 1992 and 1998, Mr. McLarty served as White House Chief of Staff,
Counselor and Special Envoy for the Americas to President Bill Clinton as a
member of the President's cabinet and National Economic Council, and also
received the Secretary of State's Distinguished Service Medal. He also was
appointed to the National Petroleum Council and the Council on Environmental
Quality by President George H. W. Bush and served on the St. Louis Federal
Reserve Board from 1989 until joining the White House in 1992. Mr. McLarty has
served on the Boards of Entergy Corp., Acxiom Corp., TCBY, Commercial National
Bank, Arkla, Inc. and the Financial Times (Advisory).
ABOUT ASBURY AUTOMOTIVE GROUP
Asbury Automotive Group, Inc. (www.asburyauto.com), headquartered in Stamford,
Connecticut, is one of the largest automobile retailers in the U.S., with 2001
revenues of $4.3 billion. Built through a combination of organic growth and a
series of strategic acquisitions over the past six years, Asbury now operates
through nine geographically concentrated, individually branded "platforms."
These platforms operate 91 retail auto stores, encompassing 127 franchises for
the sale and servicing of 36 different brands of American, European and Asian
automobiles. Asbury believes that its product mix includes one of the highest
proportions of luxury and mid-line import brands among leading U.S. public
automotive retailers. The company offers customers an extensive range of
automotive products and services, including new and used vehicle sales and
related financing and insurance, vehicle maintenance and repair services,
replacement parts and service contracts.
FORWARD-LOOKING STATEMENTS
This press release contains "forward-looking statements" as that term is
defined in the Private Securities Litigation Reform Act of 1995. The
forward-looking statements include statements relating to goals, plans and
projections regarding the company's financial position, results of operations,
market position, product development and business strategy. These statements
are based on management's current expectations and involve significant risks
and uncertainties that may cause results to differ materially from those set
forth in the statements. These risks and uncertainties include, among other
things, market factors, the company's relationships with vehicle manufacturers
and other suppliers, risks associated with the company's substantial
indebtedness, automotive industry sales trends and competition, risks related
to pending and potential future acquisitions, general economic conditions both
nationally and locally and governmental regulations and legislation. There can
be no guarantees the company's plans for future operations will be
successfully implemented or that they will prove to be commercially
successful. These and other risk factors are discussed in the company's
registration statement on Form S-1 and in the company's periodic reports on
Form 10-Q. We undertake no obligation to publicly update any forward-looking
statement, whether as a result of new information, future events, or
otherwise.