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Asbury Automotive to Expand Network of Dealerships

20 May 1998

Asbury Automotive to Expand Network of Dealerships with Majority Ownership of Thomason Auto Group

    PHILADELPHIA, and PORTLAND, Oreg., May 19 -- Asbury
Automotive Group ("Asbury") and Thomason Auto Group ("Thomason") today
announced that the two companies have signed a definitive agreement to form a
joint venture, under which Asbury would own 51% of Thomason.  The terms of the
transaction were not disclosed.
    Asbury, a network of dealerships with approximately $2.5 billion in
annualized pro-forma revenues, owns and operates one of the nation's five-
largest networks of established major dealerships that retail, lease, service
and finance new and pre-owned cars and trucks.  Thomason, Oregon's largest
automobile retailer, owns and operates nine new-car franchises and twelve
used-car dealerships -- with premier manufacturer brand names including, Ford,
Honda, Isuzu, Mazda, Nissan, Subaru, Suzuki and Toyota.  Thomason's 1997
revenues of approximately $500 million have increased 106% since 1993.
    Tom Gibson, president of Asbury Automotive Group, said, "Thomason Auto
Group -- Oregon's premier automobile retailer -- is another key addition to
Asbury's dealership network.  Thomason broadens Asbury's earnings stream,
expands our geographic presence and offers the opportunity for continued
growth.  Asbury's strategy is to partner with premier, high-quality regional
mega-dealerships that have strong management teams and demonstrated track
records.  Scott Thomason and his team have made Thomason Auto Group into one
of the fastest growing dealership groups in the Northwest and we look forward
to working closely with them."
    Scott Thomason, president of Thomason Auto Group, said, "I am very excited
about our partnership with Asbury and the opportunities this creates for our
company, customers and employees.  We are rapidly expanding in the Northwest
and Asbury will help accelerate our growth in the region.  We feel that the
strengths of the Thomason organization will add significantly to Asbury's
long-term growth strategy."
    Mr. Thomason will continue in his role as president of the company.
Thomason Auto Group will retain its name and all managers and employees are
also expected to remain with Thomason.
    Thomason Auto Group is the largest multi-dealership in the Pacific
Northwest and one of the largest franchise operators for Ford, Toyota, Honda,
Nissan, Subaru, Suzuki, Mazda, Hyundai and Isuzu.  According to Automotive
News, Thomason ranks number 32 among 22,000 dealerships in the United States,
based on new-vehicle retail sales.
    Asbury Automotive Group is led by Thomas Gibson, a former executive at
Ford and Chrysler, and former president of Subaru of America.  Asbury is the
fourth largest dealership in the nation with 58 franchise-dealerships in six
states and with $2.5 billion annualized pro-forma revenues.

    The transaction with Thomason Auto Group is Asbury's sixth joint venture
since 1997, and follows the agreements with:
    -- Courtesy Group (J.I.W. Enterprises, Inc.), which operates ten
       franchised dealerships in the Tampa, Florida metropolitan area.
    -- Coggin Automotive Group, which operates ten franchises in three Florida
       cities: Jacksonville, Ft. Pierce and Orlando.
    -- David McDavid Auto Group, which operates eleven franchises in major
       Texas markets, including Dallas-Fort Worth, Houston and Austin.
    -- The Plaza Motor Company, the largest luxury auto group in St. Louis,
       Missouri.
    -- The Nalley Companies, where Asbury became the largest dealer group in
       Atlanta by adding a major Jeep/Eagle dealership and the market's
       second-largest Dodge outlet.