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):
March 18, 2005
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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.
Asbury Automotive Tampa L.L.C. ("Asbury Tampa"), a wholly owned
subsidiary of Asbury Automotive Group, Inc. (the "Company"), and Jeffrey I.
Wooley ("Mr. Wooley") entered into an agreement (the "Wooley Agreement") dated
as of March 18, 2005 and effective as of March 31, 2005 (the "Wooley Effective
Date"), which amends Mr. Wooley's existing Employment Agreement with Asbury
Tampa dated September 1, 2003 (the "Original Wooley Agreement"). The Company's
Compensation Committee and the Board of Directors approved the terms of the
Wooley Agreement on February 23, 2005, subject to final agreement by Mr. Wooley.
A copy of the Wooley Agreement is attached to this Current Report on
Form 8-K as Exhibit 10.1, and the following summary is qualified in its entirety
by reference to the Wooley Agreement. The significant provisions of the Wooley
Agreement are as follows:
o Asbury Tampa has agreed to make a lump sum payment to Mr. Wooley in the
amount of $500,000, less applicable withholdings and taxes, on or before
March 31, 2005 to satisfy any monetary and non-monetary obligations that
may have been owed to Mr. Wooley by Asbury Tampa or any of its affiliates
under the terms of the Original Wooley Agreement.
o Mr. Wooley, who is currently the President and Chief Executive Officer of
Asbury Tampa, will continue to be employed by Asbury Tampa, but will resign
his current positions and assume the title of Chairman. In addition to the
amounts described below, he will receive an annual salary in the amount of
$100,000 as his compensation during the Wooley Term (as defined below).
o As the Chairman of Asbury Tampa, Mr. Wooley will be expected to provide
general advice regarding the operations of Asbury Tampa, as well as fulfill
additional responsibilities as he may be assigned from time to time, but
will not be deemed an officer or director of Asbury Tampa and will not have
the independent authority to conduct business on behalf of, or to legally
bind, Asbury Tampa or any of its affiliates. Mr. Wooley and Asbury Tampa
acknowledge that this Chairman position constitutes part-time employment
with Asbury Tampa.
o Mr. Wooley's employment as Chairman will commence on the Wooley Effective
Date and expire on the fifth anniversary of the Wooley Effective Date (the
"Wooley Term"), unless sooner terminated in accordance with the terms of
the Wooley Agreement and the Original Wooley Agreement.
o Mr. Wooley will be entitled to use an office at located at one of Asbury
Tampa's dealership locations and will be provided with a part-time
executive assistant who will be paid a base salary of $40,000 per year by
Asbury Tampa, plus all benefits that similar employees of Asbury Tampa may
be eligible to receive and/or participate in.
o During the Wooley Term, Mr. Wooley will be entitled to participate in all
life insurance, medical insurance, disability insurance and other benefits
that may be provided to the employees of Asbury Tampa from time to time,
subject to the terms and eligibility requirements of the plan documents of
each respective insurance or other benefit plan.
o If Mr. Wooley's employment is terminated without Cause or by Mr. Wooley for
Good Reason (as such terms are defined in the Original Wooley Agreement),
Mr. Wooley shall continue to receive through the end of the Wooley Term,
the benefits and perquisites set forth in the Original Wooley Agreement,
which include, among other things:
i. life insurance, medical insurance, disability insurance and other
benefits comparable to those provided to the Asbury Tampa's other
senior executive offices and permitted under applicable law;
ii. paid vacation time;
iii. reimbursement for annual dues for membership in two country clubs
selected by Mr. Wooley, which dues are not to exceed $20,000; and
iv. the use by Mr. Wooley and his family of four demonstrator vehicles
selected from the inventory of the Asbury Tampa's dealerships.
o In the event of Mr. Wooley's termination of employment with Asbury Tampa
prior to the end of the Wooley Term, providing that such termination was
not due to his death or disability, or was not for Cause or upon voluntary
resignation, he may continue to participate in Asbury Tampa's medical
insurance plan, until the earliest of (i) Mr. Wooley becoming eligible for
coverage under a similar plan of a subsequent employer; (ii) Asbury Tampa's
failing to obtain coverage for Mr. Wooley under such plan with the
applicable insurer of such plan; (iii) such arrangement becoming prohibited
by law or regulation; and (iv) Mr. Wooley's failure to comply with Asbury
Tampa's payment requirements for continued participation in such plan.
o From the date of Mr. Wooley's termination until the end of the Wooley Term,
Mr. Wooley shall be entitled to participate in Asbury Tampa's medical
insurance plan at the contribution rate in effect as of such termination
date. After the Wooley Term, Mr. Wooley may continue to participate in the
Asbury Tampa's medical insurance plan at his own expense, subject to
subparagraphs (i) to (iv) set forth in the paragraph above.
Asbury Automotive Arkansas L.L.C. ("Asbury Arkansas"), a wholly owned
subsidiary of the Company, Asbury Automotive Group L.L.C. ("Asbury Group"),
McLarty Companies, Inc. ("McLarty Companies"), and Thomas F. McLarty, III ("Mr.
McLarty") entered into an agreement (the "McLarty Agreement") dated as of March
21, 2005 and effective as of February 1, 2005 (the "McLarty Effective Date"),
which amends Mr. McLarty's existing Employment and Consulting Agreement among
Asbury Arkansas, Asbury Group, McLarty Companies and Mr. McLarty, dated May 1,
2002 (the "Original McLarty Agreement"). The Company's Compensation Committee
and the Board of Directors approved the terms of the McLarty Agreement on
February 23, 2005, subject to final agreement by Mr. McLarty.
A copy of the McLarty Agreement is attached to this Current Report on
Form 8-K as Exhibit 10.2, and the following summary is qualified in its entirety
by reference to the McLarty Agreement. The significant provisions of the McLarty
Agreement are as follows:
o Asbury Arkansas has agreed to make a lump sum payment to Mr. McLarty in the
amount of $1,300,000, less applicable withholdings and taxes, on or before
March 31, 2005 to satisfy any monetary and non-monetary obligations that
may have been owed to Mr. McLarty or McLarty Companies by Asbury Arkansas
or Asbury Group under the terms of the Original McLarty Agreement.
o All provisions or clauses of the Original McLarty Agreement that require
(i) Mr. McLarty and McLarty Companies to provide consulting services to
Asbury Arkansas, Asbury Group and any of their respective affiliates, and
(ii) Asbury Arkansas and Asbury Group to pay consulting fees to Mr. McLarty
and McLarty Companies, are terminated pursuant to the terms of the McLarty
Agreement.
o The Original McLarty Agreement will be renamed "Employment Agreement" and,
as of the McLarty Effective Date, McLarty Companies and Asbury Group will
no longer be parties to the Original McLarty Agreement.
o Mr. McLarty will continue to be employed by Asbury Arkansas, but will
resign his current positions and assume the title of Chairman. In addition
to the amounts described below, he will receive an annual salary in the
amount of $100,000 as his compensation during the remainder of the McLarty
Term (as defined below).
o As the Chairman of Asbury Arkansas, Mr. McLarty will be expected to provide
general advice regarding the operations of Asbury Arkansas, as well as
fulfill additional responsibilities as he may be assigned from time to time
consistent with the position of Chairman, but will not be deemed an officer
or director of Asbury Arkansas and will not have the independent authority
to conduct business on behalf of, or to legally bind, Asbury Arkansas or
any of its affiliates. Mr. McLarty and Asbury Arkansas acknowledge that
this Chairman position constitutes part-time employment with Asbury
Arkansas.
o Mr. McLarty's employment with Asbury Arkansas will expire on the fifth
anniversary of the McLarty Effective Date (the "McLarty Term"), unless
sooner terminated in accordance with the terms of the McLarty Agreement and
the Original McLarty Agreement.
o Asbury Arkansas will reimburse Mr. McLarty a total of $3,300 per month for
all lease, rent, utilities and common area and maintenance expenses, and
any and all other miscellaneous expenses relating to his office space.
o Asbury Arkansas will permit Mr. McLarty to hire and/or retain one executive
assistant who will receive a base salary of approximately $30,000 per year
paid by Asbury Arkansas, plus all benefits that similar full-time employees
of Asbury Arkansas may be eligible to receive and/or participate in.
o During the McLarty Term, Mr. McLarty will be entitled to participate in all
life insurance, medical insurance, disability insurance and other benefits
that may be provided to the employees of Asbury Arkansas from time to time,
subject to the terms and eligibility requirements of the plan documents of
each respective insurance or other benefit plan.
o Asbury Arkansas will continue to pay the monthly leasing (but not
insurance) costs for two vehicles leased on Mr. McLarty's behalf.
o So long as Mr. McLarty is an employee of Asbury Arkansas, or as otherwise
expressly consented to in writing by Asbury Arkansas to the fullest extent
permitted under applicable law, he will not directly or indirectly engage
in, participate in, in represent in any way or be connected with, as an
officer, director, partner, owner, employee, agent, independent contractor,
consultant, proprietor or stockholder (except for the ownership of a less
than 5% stock interest in a publicly traded corporation), any franchised
motor vehicle business within 80 miles of any retail motor vehicle
dealership currently owned by Asbury Arkansas within the State of Arkansas
competing with the franchised motor vehicle business of Asbury Arkansas.
o Upon the termination of Mr. McLarty's employment, the following provisions
shall apply:
o In the event Mr. McLarty's employment is terminated Without Cause or for
Good Reason and Mr. McLarty receives severance payments under the Original
McLarty Agreement, the provisions of the non-compete described above shall
continue from the date Mr. McLarty's employment was terminated (the
"McLarty Termination Date") to the end of the McLarty Term.
o In the event that Mr. McLarty's employment is terminated Without Cause or
for Good Reason and Mr. McLarty has waived his right to receive severance
payments under the Original McLarty Agreement, the provisions of the
non-compete described above shall terminate upon the McLarty Termination
Date.
o In the event that Mr. McLarty's employment is terminated for Cause or Mr.
McLarty terminates his employment without Good Reason, the provisions of
the non-compete described above shall continue in effect for a period of
one year following the McLarty Termination Date.
o In the event Mr. McLarty's employment terminates due the expiration of the
McLarty Agreement, the provisions of the non-compete described above shall
no longer apply as of the date Mr. McLarty actually stops performing
services for Asbury Arkansas.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
10.1 Agreement between Asbury Automotive Tampa L.L.C.
and Jeffrey I. Wooley, dated March 18, 2005.
10.2 Agreement between Asbury Automotive Arkansas
L.L.C., Asbury Automotive Group LLC, McLarty
Companies, Inc. and Thomas F. McLarty, III, dated
March 21, 2005.
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: March 22, 2005 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 Agreement between Asbury Automotive Tampa L.L.C. and
Jeffrey I. Wooley, dated March 18, 2005.
10.2 Agreement between Asbury Automotive Arkansas L.L.C., Asbury
Automotive Group LLC, McLarty Companies, Inc. and Thomas F.
McLarty, III, dated March 21, 2005.