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Asbury Automotive Expands Dealership Network

10 June 1998

Asbury Automotive Expands Dealership Network with Majority Ownership of Crown Automotive

    PHILADELPHIA, and GREENSBORO, N.C., June 10 -- Asbury
Automotive Group ("Asbury") and Crown Automotive Management Company ("Crown")
today announced that the two companies have signed a definitive agreement to
form a joint venture, under which Asbury would own 51% of Crown.  The terms of
the transaction were not disclosed.
    Crown owns and operates 13 automobile dealership franchises in North
Carolina and Virginia.  Based on new vehicle retail sales, the Company is
ranked 48th on the Automotive Executive list of Top 100 Dealer Groups, and has
annual revenues of approximately $400 million.  Asbury, a network of
dealerships with approximately $2.9 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.
    Tom Gibson, president of Asbury Automotive Group, said, "Crown is an
important addition to Asbury's dealership network, providing Asbury immediate
entry into key North Carolina and Virginia markets.  The Crown name represents
a company with 25 years of experience, outstanding customer satisfaction,
award winning service departments and a reputation for professionalism and
customer loyalty.
    "This is Asbury's seventh joint venture in the last eighteen months.  We
want to continue to grow -- not only by adding locations and increasing our
presence in the regions in which Asbury is already represented, but also by
continuing to seek the highest quality automotive businesses in high growth
areas, and by aligning ourselves with strong partners to pursue future growth
opportunities.  This joint venture with Crown is consistent with that
strategy."
    Royce Reynolds, president of Crown Automotive Management Company, said,
"We are very excited to be part of such a rapidly expanding company that has a
vision for the future of automotive retail.  Since customer and employee
satisfaction are two of our top priorities, this combination with Asbury helps
ensure that we will continue to grow with the changing times and competitive
demands with the goal of building lifetime, loyal customers.  Asbury's
financial strength together with Crown's experienced and professional
management and sales teams, make for an impressive combination.
    "The focus of Crown has always been customer satisfaction and we have won
numerous awards in this area.  Most recently, Crown Honda received the
1997 President's Award and Crown Dodge was awarded Five Star Dealer status in
1998."
    Crown owns and operates 13 franchised automobile dealerships in
Greensboro, Raleigh and Chapel Hill, North Carolina and Richmond, Virginia.
Through these locations, the Company sells new and used cars, vans and light
trucks, including the manufacturer brands Acura, Audi, BMW, Dodge, GMC, Honda,
Isuzu, Kia, Mazda, Mitsubishi, Nissan, Pontiac and Volvo, sells replacement
parts, provides vehicle maintenance and repair services and arranges the
related financing and insurance.  In 1997, the Company retailed approximately
15,000 new and used vehicles (excluding wholesale and fleet) and employed over
750 people.  Crown is led by Royce Reynolds, founder and owner of the Company
since 1972.
    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 76 franchise-dealerships in six
states and approximately $2.9 billion in annualized pro-forma revenues.
    The transaction with Crown Automotive Management Company is Asbury's
seventh joint venture, following:
    -- Thomason Auto Group, Oregon's largest automobile retailer with nine
       new-car franchises.
    -- Courtesy Group (J.I.W. Enterprises, Inc.), which operates ten
       franchised dealerships in the Tampa metropolitan area.
    -- Coggin Automotive Group, which operates eleven franchises in
       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, with eight luxury franchises 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, operate ten franchises.