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 9, 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 7.01 Regulation FD Disclosure.
On June 9, 2005, John Capps, a stockholder of Asbury Automotive Group,
Inc. (the "Company"), who is subject to the requirements of Section 16 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), entered into a
sales plan (the "Plan") pursuant to Rule 10b5-1 of the Exchange Act. Under the
Plan, Mr. Capps' broker may sell up to 120,000 shares of the Company's common
stock through June 30, 2006 by selling 10,000 shares each month, at a specified
minimum market price. In the event that his broker is unable to sell 10,000
shares in any given month, any unsold shares may be carried forward to the next
month until sold. The Plan terminates on June 30, 2006, unless terminated sooner
in accordance with its terms. The shares to be sold were acquired by Mr. Capps
at the time of the Company's initial public offering.
Specific sales transactions under the plan will be disclosed publicly
through Form 4 filings with the Securities and Exchange Commission.
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 13, 2005 By: /s/ Kenneth B. Gilman
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Name: Kenneth B. Gilman
Title: President and Chief Executive Officer