Schedule 13G

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
 
 
Asbury Automotive Group, Inc.
(Name of Issuer)

Common Stock (par value $.01 per share)
(Title of Class of Securities)

043436104
(CUSIP Number)

 
December 31, 2006
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[   ]
Rule 13d-1(b)
[   ]
Rule 13d-1(c)
[X]
Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
CUSIP NO. 043436104
 
 
1.
Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
 
Asbury Automotive Holdings L.L.C.*
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
0
6.
Shared Voting Power
0
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
0
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
11.
Percent of Class Represented by Amount in Row (9)
0.0%
12
Type of Reporting Person
CO
 
* On December 29, 2006, Asbury Automotive Holdings L.L.C. (“AAH”) dissolved and distributed its remaining shares of Asbury Automotive Group, Inc. (“Asbury”) common stock. Following AAH’s dissolution, the voting provisions of the shareholders agreement, dated as of March 1, 2002 (as amended, the “Shareholders Agreement”), among Asbury, AAH and certain other Asbury shareholders, including the other parties included in this Schedule 13G filing (the “Signatories”), terminated. Termination of the voting provisions of the Shareholders Agreement also means that the Signatories no longer constitute a control group for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Therefore, the Signatories who were required to make filings with Securities and Exchange Commission under Section 16 solely because of their participation in the Shareholders Agreement will no longer be required to do so.
 
 
CUSIP NO. 043436104
 
 
1.
Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
 
Ripplewood Partners L.P.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
0
6.
Shared Voting Power
0
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
0
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
11.
Percent of Class Represented by Amount in Row (9)
0.0%
12
Type of Reporting Person
PN
 
 
CUSIP NO. 043436104
 
 
1.
Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
 
Collins Family Parnters, L.P.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Citizenship or Place of Organization
Delaware
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
0
6.
Shared Voting Power
0
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
0
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
11.
Percent of Class Represented by Amount in Row (9)
0.0%
12
Type of Reporting Person
PN
 
 
CUSIP NO. 043436104
 
 
1.
Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
 
Timothy C. Collins
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
0
6.
Shared Voting Power
0
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
0
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
11.
Percent of Class Represented by Amount in Row (9)
0.0%
12
Type of Reporting Person
IN
 
 
CUSIP NO. 043436104
 
 
1.
Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
 
C.V. Nalley, III
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
500,000
6.
Shared Voting Power
0
7.
Sole Dispositive Power
500,000
8.
Shared Dispositive Power
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
500,000
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
11.
Percent of Class Represented by Amount in Row (9)
1.5%
12
Type of Reporting Person
IN
 
 
CUSIP NO. 043436104
 
 
1.
Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
 
Thomas F. McLarty, III
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
0
6.
Shared Voting Power
0
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
0
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
11.
Percent of Class Represented by Amount in Row (9)
0.0%
12
Type of Reporting Person
IN
 
 
CUSIP NO. 043436104
 
 
1.
Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
 
Luther Coggin
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
0
6.
Shared Voting Power
0
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
0
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
11.
Percent of Class Represented by Amount in Row (9)
0.0%
12
Type of Reporting Person
IN
 
 
CUSIP NO. 043436104
 
 
1.
Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
 
Charlie (C.B.) Tomm and Anita Desaussure Tomm, Tenants by the Entireties
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
305,706
6.
Shared Voting Power
0
7.
Sole Dispositive Power
305,706
8.
Shared Dispositive Power
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
305,706
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
11.
Percent of Class Represented by Amount in Row (9)
0.9%
12
Type of Reporting Person
OO
 
 
CUSIP NO. 043436104
 
 
1.
Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
 
John R. Capps
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
50,000
6.
Shared Voting Power
0
7.
Sole Dispositive Power
50,000
8.
Shared Dispositive Power
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
50,000
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
11.
Percent of Class Represented by Amount in Row (9)
0.1%
12
Type of Reporting Person
IN
 
 
CUSIP NO. 043436104
 
 
1.
Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
 
JIW Enterprises, Inc.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Citizenship or Place of Organization
Florida
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
1,280,037
6.
Shared Voting Power
0
7.
Sole Dispositive Power
1,280,037
8.
Shared Dispositive Power
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
1,280,037
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
11.
Percent of Class Represented by Amount in Row (9)
3.8%
12
Type of Reporting Person
CO
 
 
CUSIP NO. 043436104
 
 
1.
Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
 
JIW Fund I, LLC
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
117,554
6.
Shared Voting Power
0
7.
Sole Dispositive Power
117,554
8.
Shared Dispositive Power
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
117,554
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
11.
Percent of Class Represented by Amount in Row (9)
0.4%
12
Type of Reporting Person
OO
 
 
CUSIP NO. 043436104
 
 
1.
Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
 
DMCD Auto Irving, Inc.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Citizenship or Place of Organization
Texas
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
0
6.
Shared Voting Power
0
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
0
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
11.
Percent of Class Represented by Amount in Row (9)
0.0%
12
Type of Reporting Person
CO
 
 
 
CUSIP NO. 043436104
 
 
1.
Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
 
Robert E. Gray
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
329,378
6.
Shared Voting Power
0
7.
Sole Dispositive Power
329,378
8.
Shared Dispositive Power
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
329,378
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
11.
Percent of Class Represented by Amount in Row (9)
1.0%
12
Type of Reporting Person
IN
 
 
CUSIP NO. 043436104
 
 
1.
Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
 
Gibson Family Partnership, L.P.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Citizenship or Place of Organization
Pennsylvania
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
49,340
6.
Shared Voting Power
0
7.
Sole Dispositive Power
49,340
8.
Shared Dispositive Power
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
49,340
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
11.
Percent of Class Represented by Amount in Row (9)
0.1%
12
Type of Reporting Person
PN
 
 
CUSIP NO. 043436104
 
 
1.
Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
 
Thomas G. McCollum
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
92,729
6.
Shared Voting Power
0
7.
Sole Dispositive Power
92,729
8.
Shared Dispositive Power
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
92,729
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
11.
Percent of Class Represented by Amount in Row (9)
0.0%
12
Type of Reporting Person
IN
 
 
CUSIP NO. 043436104
 
 
1.
Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
 
SLT/TAG Inc.
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Citizenship or Place of Organization
Oregon
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
0
6.
Shared Voting Power
0
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
0
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
11.
Percent of Class Represented by Amount in Row (9)
0.0%
12
Type of Reporting Person
CO
 
 
CUSIP NO. 043436104
 
 
1.
Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
 
Noel E. Daniels
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
0
6.
Shared Voting Power
0
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
0
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
11.
Percent of Class Represented by Amount in Row (9)
0.0%
12
Type of Reporting Person
IN
 
 
CUSIP NO. 043436104
 
 
1.
Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
 
Nancy D. Noble
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
19,106
6.
Shared Voting Power
0
7.
Sole Dispositive Power
19,106
8.
Shared Dispositive Power
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
19,106
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
11.
Percent of Class Represented by Amount in Row (9)
0.0%
12
Type of Reporting Person
IN
 
 
CUSIP NO. 043436104
 
 
1.
Names of Reporting Persons
I.R.S. Identification Nos. of Above Persons (entities only)
 
Steve M. Inzinna
2.
Check the Appropriate Box if a Member of a Group (See Instructions)
(a)
(b)
3.
SEC Use Only
4.
Citizenship or Place of Organization
U.S.A.
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
5.
Sole Voting Power
0
6.
Shared Voting Power
0
7.
Sole Dispositive Power
0
8.
Shared Dispositive Power
0
9.
Aggregate Amount Beneficially Owned by Each Reporting Person
0
10.
Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
11.
Percent of Class Represented by Amount in Row (9)
0.0%
12
Type of Reporting Person
IN
 
 
 
 

Item 1.
(a)
Name of Issuer:
     
   
ASBURY AUTOMOTIVE GROUP, INC.
     
 
(b)
Address of Issuer’s Principal Executive Offices:
     
   
622 THIRD AVENUE
37TH FLOOR
NEW YORK, NY 10017
     
Item 2.
(a)
Names of Persons Filing:
     
   
RIPPLEWOOD PARTNERS L.P.
   
COLLINS FAMILY PARTNERS, L.P.
   
TIMOTHY C. COLLINS
   
C.V. NALLEY III
   
THOMAS MCLARTY III
   
LUTHER COGGIN
   
CHARLIE (C.B.) TOMM AND ANITA DESAUSSURE TOMM, TENANTS BY THE ENTIRETIES
   
JOHN R. CAPPS
   
JIW ENTERPRISES, INC.
   
JIW FUND I, LLC
   
DMCD AUTOS IRVING, INC.
   
ROBERT E. GRAY
   
GIBSON FAMILY PARTNERSHIP, L.P.
   
THOMAS G. MCCOLLUM
   
SLT/TAG INC.
   
NOEL E. DANIELS
   
NANCY D. NOBLE
   
STEVE M. INZINNA
     
 
(b)
Address of Principal Business Office or, if none, Residence:
     
   
RIPPLEWOOD PARTNERS L.P.
ONE ROCKEFELLER PLAZA
32ND FLOOR
NEW YORK, NY 10020
     
   
COLLINS FAMILY PARTNERS, L.P.
C/O RIPPLEWOOD PARTNERS L.P.
ONE ROCKEFELLER PLAZA
32ND FLOOR
NEW YORK, NY 10020
 
 
 
 
   
TIMOTHY C. COLLINS
C/O RIPPLEWOOD PARTNERS L.P.
ONE ROCKEFELLER PLAZA
32ND FLOOR
NEW YORK, NY 10020
     
   
C.V. NALLEY III
87 WEST PACES FERRY ROAD
ATLANTA, GA 30305
     
   
THOMAS MCLARTY III
C/O KISSINGER MCLARTY ASSOCIATES
1775 PENNSYLVANIA AVENUE, NW
WASHINGTON, DC 20006
     
   
LUTHER COGGIN
C/O COGGIN AUTOMOTIVE GROUP
4306 PABLO OAKS COURT
JACKSONVILLE, FL 32224
     
   
  CHARLIE (C.B.) TOMM AND ANITA DESAUSSURE TOMM, TENANTS BY THE ENTIRETIES
c c/o COGGIN AUTOMOTIVE GROUP
44306 PABLO OAKS COURT
J JACKSONVILLE, FL 32224
     
   
JOHN R. CAPPS
C/O PLAZA MOTOR COMPANY
11830 OLIVE BLVD.
ST. LOUIS, MO 63141
     
   
JIW ENTERPRISES, INC.
C/O JEFFREY I. WOOLEY
COURTESY AUTOMOTIVE GROUP
MERCEDES BENZ OF TAMPA
4636 N. DALE MABRY HWY
TAMPA, FL 33614
     
   
JIW FUND I, LLC
C/O JEFFREY I. WOOLEY
COURTESY AUTOMOTIVE GROUP
MERCEDES BENZ OF TAMPA
4636 N. DALE MABRY HWY
TAMPA, FL 33614
 
 
 
 
   
DMCD AUTOS IRVING, INC.
C/O DAVID MCDAVID
MCDAVID SPORTS HOLDINGS
17120 DALLAS N. TOLLWAY, S# 240
DALLAS, TX 75248
     
   
ROBERT E. GRAY
C/O GRAY-DANIELS AUTO FAMILY
6060 I-55N
JACKSON, MS 39211
     
   
GIBSON FAMILY PARTNERSHIP, L.P.
810 MT. MORO RD.
VILLANOVA, PA 19085
     
   
THOMAS G. MCCOLLUM
C/O DAVID MCDAVID AUTO GROUP
3600 WEST AIRPORT FREEWAY
IRVING, TX 75062
     
   
SLT/TAG INC.
C/O TONKON TORP LLP
1600 PIONEER TOWER
888 SW FIFTH AVENUE
PORTLAND, OR 97204
     
   
NOEL E. DANIELS
C/O GRAY-DANIELS AUTO FAMILY
6060 I-55N
JACKSON, MS 39211
     
   
NANCY D. NOBLE
C/O COGGIN AUTOMOTIVE GROUP
4306 PABLO OAKS COURT
JACKSONVILLE, FL 32224
     
   
STEVE M. INZINNA
C/O GRAY-DANIELS AUTO FAMILY
6060 I-55N
JACKSON, MS 39211
     
 
(c)
Citizenship:
     
   
RIPPLEWOOD PARTNERS L.P. - DELAWARE
   
COLLINS FAMILY PARTNERS, L.P. - DELAWARE
   
TIMOTHY C. COLLINS - USA
 
 
 
 
   
C.V. NALLEY, III - USA
   
THOMAS MCLARTY III - USA
   
LUTHER COGGIN - USA
   
CHARLIE (C.B.) TOMM AND ANITA DESAUSSURE TOMM, TENANTS BY THE ENTIRETIES - USA
   
JOHN R. CAPPS - USA
   
JIW ENTERPRISES, INC. - FLORIDA
   
JIW FUND I, LLC - USA
   
DMCD AUTOS IRVING, INC. - TEXAS
   
ROBERT E. GRAY - USA
   
GIBSON FAMILY PARTNERSHIP, L.P. - PENNSILVANIA
   
THOMAS G. MCCOLLUM - USA
   
SLT/TAG INC. - OREGON
   
NOEL E. DANIELS - USA
   
NANCY D. NOBLE - USA
   
STEVE M. INZINNA - USA
     
 
(d)
Title of Class of Securities:
     
   
COMMON STOCK, PAR VALUE $.01 PER SHARE
     
 
(e)
CUSIP Number:
     
   
043436104
     
Item 3.
  
NOT APPLICABLE
     
Item 4.
  
Ownership
     
 
(a)
Amount beneficially owned:
     
   
SEE THE RESPONSES TO ITEM 9 ON THE ATTACHED COVER PAGES.
     
 
(b)
Percent of Class:
     
   
SEE THE RESPONSES TO ITEM 11 ON THE ATTACHED COVER PAGES.
     
 
(c)
Number of shares as to which such person has:
       
   
(i).
Sole power to vote or to direct the vote: SEE THE RESPONSES TO ITEM 5 ON THE ATTACHED COVER PAGES.
       
   
(ii).
Shared power to vote or to direct the vote: SEE THE RESPONSES TO ITEM 6 ON THE ATTACHED COVER PAGES.
 
 
 
 
   
(iii).
Sole power to dispose or to direct the disposition of: SEE THE RESPONSES TO ITEM 7 ON THE ATTACHED COVER PAGES.
       
   
(iv).
Shared power to dispose or to direct the disposition of: SEE THE RESPONSES TO ITEM 8 ON THE ATTACHED COVER PAGES.
     
Item 5.
  
Ownership of Five Percent or Less of a Class
     
   
IF THIS STATEMENT IS BEING FILED TO REPORT THE FACT THAT AS OF THE DATE HEREOF THE REPORTING PERSON HAS CEASED TO BE THE BENEFICIAL OWNER OF MORE THAN FIVE PERCENT OF THE CLASS OF SECURITIES, CHECK THE FOLLOWING [X].
     
Item 6.
  
Ownership of More than Five Percent on Behalf of Another Person.
     
   
NOT APPLICABLE
     
Item 7.
  
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
     
   
NOT APPLICABLE
     
Item 8.
  
Identification and Classification of Members of the Group
     
   
NOT APPLICABLE
     
Item 9.
  
Notice of Dissolution of Group
     
   
SEE EXHIBIT 1 ATTACHED HERETO.
     
Item 10.
  
Certifications
     
   
NOT APPLICABLE
 
 
 

SIGNATURES
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
Date: February 14, 2007
 
 

RIPPLEWOOD PARTNERS L.P.
 
by:
  /s/ Christopher Minnetian
 
Name: Christopher Minnetian 
   
 
 
 
 
 

COLLINS FAMILY PARTNERS, L.P.
 
 
by:
  /s/ Timothy Collins
 
Name: Timothy Collins 
 
 

TIMOTHY C. COLLINS
 
 
by:
  /s/ Timothy Collins
 
Name: Timothy Collins 
 
 
 
 
 
 

C.V. NALLEY, III
 
 
by:
  /s/ C.V. Nalley, III
 
Name: C.V. Nalley, III 
 
 
 
 
 
 

THOMAS MCLARTY, III
 
 
by:
  /s/ Thomas McLarty
 
Name: Thomas McLarty
 
 
 
 
 

LUTHER COGGIN
 
 
by:
  /s/ Luther Coggin
 
Name: Luther Coggin
 
Title: Chairman – Coggin Automotive Group
 
 
 
 
 

CHARLIE (C.B.) TOMM AND ANITA DESAUSSURE TOMM, TENANTS BY THE ENTIRETIES
 
by:
  /s/ Charlie Tomm
 
Name: Charlie Tomm
 
 
 
 
 

JOHN R. CAPPS
 
 
by:
  /s/ John R. Capps
 
Name: John R. Capps
 
 
 
 
 

JIW ENTERPRISES, INC.
 
 
by:
  /s/ Jeffrey Wooley
 
Name: Jeffrey Wooley
 

JIW FUND I, LLC
 
 
by:
  /s/ Jeffrey Wooley
 
Name: Jeffrey Wooley
 
 
 
 
 

DMCD AUTOS IRVING, INC.
 
 
by:
  /s/ David McDavid
 
Name: David McDavid
 
 
 
 
 

ROBERT E. GRAY
 
 
by:
  /s/ Robert E. Gray
 
Name: Robert E. Gray
 
 
 
 
 
 

GIBSON FAMILY PARTNERSHIP, L.P.
 
 
by:
  /s/ T.R. Gibson
 
Name: T.R. Gibson
 
 
 
 
 

THOMAS G. MCCOLLUM
 
 
by:
  /s/ Thomas G. McCollum
 
Name: Thomas G. McCollum
 
Title: Pres. / CEO
 
 
 
 
 

SLT/TAG INC.
 
 
by:
  /s/ Scott L. Thomason
 
Name: Scott L. Thomason
 
Title: President
 
 
 
 
 

NOEL E. DANIELS
 
 
by:
  /s/ Noel E. Daniels
 
Name: Noel E. Daniels 
 
 
 
 
 
 

NANCY D. NOBLE
 
 
by:
  /s/ Nancy D. Noble
 
Name: Nancy D. Noble
 
 
 
 
 

STEVE M. INZINNA
 
 
by:
  /s/ Steve Inzinna
 
Name: Steve Inzinna
 
 
 
 
Exhibit 1
 

NOTICE OF DISSOLUTION OF A GROUP
 
On December 29, 2006, Asbury Automotive Holdings L.L.C. (“AAH”) dissolved and distributed its shares of Asbury Automotive Group, Inc. (“Asbury”) common stock among certain funds affiliated with Freeman Spogli & Co (the “FS Funds”).
 
Following AAH’s dissolution, the voting provisions of the shareholders agreement, dated as of March 1, 2002 (as amended, the “Shareholders Agreement”), among Asbury, AAH and certain other Asbury shareholders (the “Signatories”), terminated. Consequently, Ripplewood Partners L.P. no longer controls any Asbury shares and the FS Funds will directly own and have sole voting power over the Asbury shares held by each of them. As of the date of dissolution, the FS Funds collectively held approximately 17.7% of Asbury’s outstanding shares and the Signatories collectively controlled approximately 7.2% of Asbury’s outstanding shares.
 
Termination of the voting provisions of the Shareholders Agreement also means that the Signatories no longer constitute a control group for purposes of Section 16 of the Securities Exchange Act of 1934, as amended. Therefore, the Signatories who are required to make filings with Securities and Exchange Commission under Section 16 solely because of their participation in the Shareholders Agreement will no longer be required to do so. All further filings with respect to transactions by the Signatories in Asbury common stock will be filed, if required, in the Signatories’ individual capacities.
 

 
Exhibit 2
 

JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree that the Amendment Number 5 to Schedule 13G to which this Joint Filing Agreement is attached (the “Schedule”), relating to the common stock, par value $0.01 per share, of Asbury Automotive Group, Inc (“Common Stock”), is being filed with the Securities and Exchange Commission on behalf of each of them.

This Joint Filing Agreement may be signed in one or more counterparts.

 

IN WITNESS WHEREOF, the parties hereto have executed this Joint Filing Agreement as of February 14, 2007.
 
 

RIPPLEWOOD PARTNERS L.P.
 
 
by:
  /s/ Christopher Minnetian
 
Name: Christopher Minnetian 
 
 

 
 
 

COLLINS FAMILY PARTNERS, L.P.
 
 
by:
  /s/ Timothy Collins
 
Name: Timothy Collins 
 
 

TIMOTHY C. COLLINS
 
 
by:
  /s/ Timothy Collins
 
Name: Timothy Collins 
 
 
 
 
 
 

C.V. NALLEY, III
 
 
by:
  /s/ C.V. Nalley, III
 
Name: C.V. Nalley, III 
 
 
 
 
 
 

THOMAS MCLARTY, III
 
 
by:
  /s/ Thomas McLarty
 
Name: Thomas McLarty
 
 
 
 
 

LUTHER COGGIN
 
 
by:
  /s/ Luther Coggin
 
Name: Luther Coggin
 
Title: Chairman – Coggin Automotive Group
 
 
 
 
 

CHARLIE (C.B.) TOMM AND ANITA DESAUSSURE TOMM, TENANTS BY THE ENTIRETIES
 
by:
  /s/ Charlie Tomm
 
Name: Charlie Tomm
 
 
 
 
 

JOHN R. CAPPS
 
 
by:
  /s/ John R. Capps
 
Name: John R. Capps
 
 
 
 
 

JIW ENTERPRISES, INC.
 
 
by:
  /s/ Jeffrey Wooley
 
Name: Jeffrey Wooley
 

JIW FUND I, LLLC
 
 
by:
  /s/ Jeffrey Wooley
 
Name: Jeffrey Wooley
 
 
 
 
 

DMCD AUTOS IRVING, INC.
 
 
by:
  /s/ David McDavid
 
Name: David McDavid
 
 
 
 
 

ROBERT E. GRAY
 
 
by:
  /s/ Robert E. Gray
 
Name: Robert E. Gray 
 
 
 
 
 
 

GIBSON FAMILY PARTNERSHIP, L.P.
 
 
by:
  /s/ T.R. Gibson
 
Name: T.R. Gibson
 
 
 
 
 

THOMAS G. MCCOLLUM
 
 
by:
  /s/ Thomas G. McCollum
 
Name: Thomas G. McCollum
 
Title: Pres. / CEO
 
 
 
 
 

SLT/TAG INC.
 
 
by:
  /s/ Scott L. Thomason
 
Name: Scott L. Thomason
 
Title: President
 
 
 
 
 

NOEL E. DANIELS
 
 
by:
  /s/ Noel E. Daniels
 
Name: Noel E. Daniels
 
 
 
 
 
 

NANCY D. NOBLE
 
 
by:
  /s/ Nancy D. Noble
 
Name: Nancy D. Noble
 
 
 
 
 

STEVE M. INZINNA
 
 
by:
  /s/ Steve Inzinna
 
Name: Steve Inzinna