8-K

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 31, 2009

Asbury Automotive Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

001-31262	01-0609375
(Commission File Number)	(IRS Employer Identification No.)

2095 Premiere Parkway NW, Suite 300 Duluth, Georgia	30097
(Address of principal executive offices)	(Zip Code)

770.418.8200

(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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously reported in a Form 8-K filed by Asbury Automotive Group, Inc. (the “Company”) with the Securities and Exchange Commission on September 9, 2008, Lynne A. Burgess, the former Vice President, General Counsel and Secretary of the Company declined the Company’s offer to relocate with the Company to Duluth, Georgia. The effective date of Ms. Burgess’ resignation was March 31, 2009. While the Company continues its process of searching for a successor for Ms. Burgess, Ms. Burgess has agreed to render consulting services to the Company for the month of April 2009, and thereafter as mutually agreed, pursuant to a letter agreement dated as of March 31, 2009 (the “Letter Agreement”) executed between Ms. Burgess and the Company.

The material terms of the Letter Agreement are as follows:

• Ms. Burgess will provide legal consulting services to the Company’s senior management and its legal department staff covering advice on legal matters similar to those for which she was responsible as General Counsel, as well as other matters within her area of expertise;

• Ms. Burgess’ services under this consulting arrangement may also include transition advice to her successor as General Counsel as well as specific projects as the new General Counsel may request;

• the Company will pay Ms. Burgess a consulting fee of $45,000 for the month of April 2009, and after April 30, 2009, a fee of $2,250 per full day, prorated for less than 8 hours per day; and

• the Company agrees to indemnify Ms. Burgess while consulting for the Company to the same extent that it indemnifies its officers and directors under the Company’s Restated Certificate of Incorporation and their respective indemnification agreements for liability, loss and expense that arise out of or relate to her by reason of providing services to the Company or any of its affiliates under the Letter Agreement.

The information set forth above is qualified in its entirety by reference to the Letter Agreement executed between the Company and Ms. Burgess, dated March 31, 2009, which is filed as Exhibit 10.1 to this Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
10.1	Letter Agreement between Asbury Automotive Group, Inc. and Lynne Burgess, dated March 31, 2009

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: April 2, 2009	By:	/s/ Philip R. Johnson
	Name:	Philip R. Johnson
	Title:	Vice President, Human Resources

EXHIBIT INDEX

Exhibit No.	Description
10.1	Letter Agreement between Asbury Automotive Group, Inc. and Lynne Burgess, dated March 31, 2009

EX-10.1

Exhibit 10.1

March 31, 2009

[Ms. Burgess’ Address]

Dear Lynne:

This letter will confirm the terms of your consulting arrangement with Asbury Automotive Group, Inc. (“Asbury”).

1. Asbury hereby engages you to provide legal consulting services, as requested from time to time by members of Asbury’s senior management team or their designees and Asbury’s Legal Department staff. Your consulting services will cover advice on legal matters similar to those for which you were responsible as General Counsel, as well as other matters within your area of expertise. You services may also include transition advice to your successor as general counsel as well as specific projects the new general counsel may request.

2. Asbury commits to retaining you as a full time consultant for the month of April 2009 and you commit to providing consulting services full time during this time period. Thereafter, you will provide services as Asbury requests and as your availability allows.

3. The consulting services you provide Asbury under this arrangement are those of an independent contractor and do not create an employer-employee relationship. You are solely responsible for the payment of all federal, state and local taxes.

4. To facilitate your consulting services to Asbury, you will have full time access to Asbury’s Stamford, CT office and all office support, including cell phone, telephone, Asbury email and internet connectivity, during April 2009, and thereafter as long as space and facilities are available.

5. In consideration for your services, Asbury will pay you a consulting fee of $45,000 for April 2009. Thereafter, Asbury will pay you $2250 per full day, prorated for less than 8 hours per day. Asbury will reimburse you for reasonable travel expenses, pursuant to its T&E policies, incurred in connection with providing consulting services, provided such expenses are approved in advance.

6. You acknowledge that in providing consulting services to Asbury, you may have access to confidential business and financial information of Asbury and its affiliates. You agree that you will not use or divulge any such confidential information without the prior written consent of Asbury. This provision will survive termination of this agreement.

7. Asbury agrees to indemnify you to the same extent officers and directors of Asbury are indemnified under the Restated Certificate of Incorporation of Asbury and their respective indemnification agreements for liability, loss and expense that arise out of or relate to you by reason of providing services to Asbury or any of its affiliates under this agreement.

If the above meets with your approval, please sign below and return a duplicate original to me.

Very truly yours,
Asbury Automotive Group, Inc.
By:	/s/ Philip R. Johnson
	Philip R. Johnson
	Vice President, Human Resources

Accepted and agreed to:

/s/ Lynne A. Burgess

Lynne A. Burgess