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):
November 8, 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.
Asbury Automotive Group, Inc. (the "Company") and Kenneth B. Gilman ("Mr.
Gilman") entered into the Second Amendment to Employment Agreement for Kenneth
B. Gilman (the "Agreement"), which was approved by the Company's Compensation
Committee and the Board of Directors on October 26, 2004 and effective as of
November 8, 2004. Mr. Gilman is a Director and the President and Chief Executive
Officer of the Company.
A copy of the 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 Agreement. The significant provisions of the Agreement are as
follows:
o Mr. Gilman's term of employment is renewed for an additional year through
December 31, 2005 (the "Term").
o the provisions for Mr. Gilman's base salary and the elements of his
incentive compensation and severance package remain the same, except that
Mr. Gilman's incentive compensation is now payable pursuant to the
Company's Key Executive Incentive Compensation Plan.
o Mr. Gilman will be reimbursed by the Company for medical expenses incurred
during the Term, provided that such expenses relate to underlying claims
that are eligible for coverage under the Company's group medical plan in
effect to the extent that such plan does not reimburse such expenses.
Medical expenses that will be reimbursed to Mr. Gilman include deductibles,
co-payments, co-insurance, and amounts above the usual and customary
levels.
o upon Mr. Gilman's termination of employment, providing that such
termination was not for Good Cause, Mr. Gilman may elect to continue to
participate in the Company's medical insurance plan, at his expense, until
the earliest of (i) Mr. Gilman becoming eligible for coverage under a
similar plan of a subsequent employer; (ii) the Company's failing to obtain
coverage for Mr. Gilman under such plan with the applicable insurer of such
plan; (iii) such arrangement becoming prohibited by law or regulation; and
(iv) Mr. Gilman's failure to comply with the Company's payment requirements
for continued participation in such plan.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
Exhibit No. Description
10.1 Second Amendment to Employment Agreement of
Kenneth B. Gilman, dated as of November 8, 2004.
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: November 10, 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 Second Amendment to Employment Agreement of Kenneth B. Gilman,
dated as of November 8, 2004.