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):
June 10, 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.
Asbury Automotive Group, Inc. (the "Company") and Charles B. Tomm ("Mr.
Tomm") entered into a severance agreement (the "Agreement") on June 10, 2005,
effective as of April 1, 2005 (the "Employment Date"). Mr. Tomm is a Director
and the President and Chief Executive Officer of the Company's Florida region,
with responsibility for all dealership operations in Florida.
The significant provisions of the Agreement are as follows:
o If Mr. Tomm's employment with the Company is terminated at any time prior
to the end of term of his employment agreement with the Company, except if
his employment is terminated for "cause" or voluntary resignation, or due
to death, disability or retirement, the Company will pay Mr. Tomm severance
pay based upon his base salary as of the date of termination, which at no
time will be less than 18 months or greater than 36 months of his base
salary, calculated as follows:
o If Mr. Tomm's employment were terminated within the first month of the
Employment Date, Mr. Tomm would have been eligible to receive 36
months of severance pay;
o Beginning with the second month after the Employment Date, through the
18th month, for each successive month of employment completed by Mr.
Tomm, one month of severance pay eligibility is removed;
o Thereafter, and for the duration of Mr. Tomm's employment with the
Company, he will be eligible for 18 months of severance pay.
o If Mr. Tomm participates in a bonus compensation plan at the date of
termination, his severance pay will include a bonus payment in an amount
equal to the bonus earned but not already paid for the year in which the
termination occurred, prorated through the date of termination.
o For a period of 12 months following the date of termination, Mr. Tomm may
continue to participate in and contribute to any health or dental plans in
which he was participating in or contributing to at the time of his
termination, which participation will terminate 30 days after he has
obtained other employment under which he is entitled to receive equal
benefits. Upon the termination of the extended benefits described above,
COBRA coverage will be available to Mr. Tomm, at his option, as provided by
the policies of the Company.
o Mr. Tomm is restricted by non-solicitation and non-compete restrictions for
one year following the date of the termination of his employment with the
Company.
o In connection with the execution of the Agreement, Mr. Tomm's base salary
and bonus compensation plan were finalized. Mr. Tomm currently receives an
annual base salary of $600,000. In addition, he is eligible to participate
in a bonus compensation plan with a target bonus of 80% of base salary,
with 70% of such bonus compensation being payable upon achievement of
platform net operating income metrics and 30% being payable upon
achievement of business development objectives.
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: June 15, 2005 By: /s/ Kenneth B. Gilman
----------------------------------------
Name: Kenneth B. Gilman
Title: President and Chief Executive Officer