X0202 4 2007-04-10 0001144980 ASBURY AUTOMOTIVE GROUP INC NYSE: ABG 0000920539 FS EQUITY PARTNERS INTERNATIONAL L P C/O PAGET-BROWN & COMPANY, LTD. WEST WINDS BUILDING, THIRD FLOOR GRAND CAYMAN E9 CAYMAN ISLANDS 0 0 1 0 0001045621 FS INTERNATIONAL HOLDINGS LTD C/O PAGET-BROWN & COMPAY, LTD. WEST WINDS BUILDING, THIRD FLOOR GRAND CAYMAN E9 CAYMAN ISLANDS 0 0 1 0 Common stock, par value $.01 per share 2007-04-10 4 S 0 31295 27.37 D 61373 I By MCC International Holdings II, LTD. The shares were sold in an underwritten offering to the public at a price of $27.37 per share. FS Equity Partners International L.P. (the "Partnership") sold these shares with other affiliates and affiliated funds of Freeman Spogli & Co. in the underwritten offering. The Partnership is the sole stockholder of MCC International Holdings II, LTD. ("Holdings") and beneficially owns all of the shares of the Issuer held by Holdings. FS & Co. International, L.P., a Cayman Islands limited partnership (the "General Partner"), is the sole general partner of the Partnership. FS International Holdings Limited, a Cayman Islands exempted company limited by shares ("FS International Holdings"), is the sole general partner of the General Partner. Each of the General Partner and FS International Holdings disclaim beneficial ownership of the Issuer's shares held by the Partnership, except to the extent of their indirect pecuniary interest therein. John M. Roth is a director of the Issuer. Mr. Roth is a director, officer and shareholder of FS International Holdings. Mr. Roth disclaims beneficial ownership of the Issuer's shares indirectly owned by FS International Holdings, except to the extent of his individual, indirect pecuniary interest therein. Lynne A. Burgess, Attorney-in-Fact 2007-04-11