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 25, 2005

AutoNation, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-13107	73-1105145
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
110 SE 6th Street, Ft. Lauderdale, Florida		33301
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: (954) 769-6000

Not Applicable
______________________________________________
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.

On March 25, 2005, AutoNation, Inc. (the "Company") entered into Amendment No. 1 to the December 30, 2004 Employment Agreement with the Company's Chairman and Chief Executive Officer, Mike Jackson, and entered into Amendment No. 1 to the May 14, 2003 Employment Agreement with the Company's President and Chief Operating Officer, Michael E. Maroone, pursuant to which Section 1(e)(iii) of each of the Employment Agreements was amended to reflect an agreed-upon modification of certain benefits provided by the Company to Messrs. Jackson and Maroone. Copies of each amended agreement are filed as Exhibits 10.15 and 10.16, respectively, to this Current Report and are incorporated herein by reference.

SIGNATURES

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.

	AutoNation, Inc.
March 30, 2005	By:	/s/ Jonathan P. Ferrando
		Name: Jonathan P. Ferrando
		Title: Executive Vice President, General Counsel & Secretary

Exhibit Index

Exhibit No.	Description
10.15	Amendment No. 1 to December 30, 2004 Employment Agreement with Mike Jackson
10.16	Amendment No. 1 to May 14, 2003 Employment Agreement with Michael E. Maroone

EX-10.15

Exhibit 10.15

March 25, 2005

Mr. Michael J. Jackson
Chairman & Chief Executive Officer
AutoNation, Inc.
110 S.E. 6^th Street
Fort Lauderdale, Florida 33301

RE: Amendment No. 1 to that Certain Employment
Agreement dated as of December 30, 2004

Dear Mike:

Reference is hereby made to that certain Employment Agreement, dated as of December 30, 2004 (the “Employment Agreement”), between AutoNation, Inc. (the “Company”) and you. By means of this letter agreement, the Company wishes to confirm your agreement to amend the Employment Agreement by replacing clause (iii) of Paragraph 1(e) thereof in its entirety with the following:

“(iii) use of the Company’s corporate aircraft for personal travel for up to 70 hours per year (provided that the value of such travel will be included in the Executive’s annual income subject to tax in accordance with the applicable regulations of the Internal Revenue Service and Company policy)”

Please confirm your agreement to amend the Employment Agreement as set forth above by signing this letter agreement as indicated below.

AUTONATION, INC.

/s/ Edward S. Lampert

Edward S. Lampert

Chair, Compensation Committee

Agreed and Confirmed:

/s/ Michael J. Jackson
Michael J. Jackson

Exhibit 10.16

March 25, 2005

Mr. Michael E. Maroone
President & Chief Operating Officer
AutoNation, Inc.
110 S.E. 6^th Street
Fort Lauderdale, Florida 33301

RE: Amendment No. 1 to that Certain Employment
Agreement dated as of May 14, 2003

Dear Mike:

Reference is hereby made to that certain Employment Agreement, dated as of May 14, 2003 (the “Employment Agreement”), between AutoNation, Inc. (the “Company”) and you. By means of this letter agreement, the Company wishes to confirm your agreement to amend the Employment Agreement by replacing clause (iii) of Paragraph 1(e) thereof in its entirety with the following:

“(iii) use of the Company’s corporate aircraft for personal travel for up to 70 hours per year (provided that the value of such travel will be included in the Executive’s annual income subject to tax in accordance with the applicable regulations of the Internal Revenue Service and Company policy)”

Please confirm your agreement to amend the Employment Agreement as set forth above by signing this letter agreement as indicated below.

AUTONATION, INC.

/s/ Michael J. Jackson

Michael J. Jackson
Chairman & Chief Executive Officer

Agreed and Confirmed:

/s/ Michael E. Maroone
Michael E. Maroone