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AN » Topics » Our largest stockholder, as a result of its voting ownership, may have the ability to exert substantial influence over actions to be taken or approved by our stockholders.This excerpt taken from the AN 10-K filed Feb 17, 2010. Our largest stockholder, as a result of its voting ownership, may have the ability to exert substantial influence over actions to be taken or approved by our stockholders. As of February 12, 2010, ESL Investments, Inc. and certain of its investment affiliates (together, “ESL”) beneficially owned approximately 47% of the outstanding shares of our common stock. As a result, ESL may have the ability to exert substantial influence over actions to be taken or approved by our stockholders, including the election of directors and any transactions involving a change of control. William C. Crowley, one of our directors, is the President and Chief Operating Officer of ESL Investments, Inc. In the future, ESL may acquire or sell shares of common stock and thereby increase or decrease its ownership stake in us. In January 2009, our Board of Directors authorized and approved letter agreements with certain automotive manufacturers in order to, among other things, eliminate any potential adverse consequences under our framework agreements with those manufacturers in the event that ESL acquires 50% or more of our common stock. Certain of those letter agreements also contain governance-related and other provisions. In addition, our Board authorized and approved a separate letter agreement between the Company and ESL (the “ESL Agreement”) in which ESL agreed to vote shares of our common stock owned by ESL in excess of 45% in the same proportion as all non-ESL-owned shares are voted. The ESL Agreement expired on January 28, 2010 pursuant to its terms. For additional information regarding these letter agreements, see “Agreements with Vehicle Manufacturers” in Part I, Item 1 of this Form 10-K. These excerpts taken from the AN 10-K filed Feb 28, 2008. Our
largest stockholder, as a result of its voting ownership, may
have the ability to exert substantial influence over actions to
be taken or approved by our stockholders.
ESL Investments, Inc., together with its investment affiliates
(collectively, “ESL”), beneficially owns approximately
35% of the outstanding shares of our common stock (as of
February 26, 2008). As a result, ESL may have the ability to
exert substantial influence over actions to be taken or approved
by our stockholders, including the election of directors and any
transactions involving a change of control. William C. Crowley,
one of our directors, is the President and Chief Operating
Officer of ESL Investments, Inc. In the future, ESL may acquire
or sell shares of common stock and thereby increase or decrease
its ownership stake in us.
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We lease our corporate headquarters facility in
Fort Lauderdale, Florida, pursuant to a lease expiring in
2010. As of February 2008, we also own or lease numerous
facilities relating to our operations in the following
15 states: Alabama, Arizona, California, Colorado, Florida,
Georgia, Illinois, Maryland, Minnesota, Nevada, Ohio, Tennessee,
Texas, Virginia, and Washington. These facilities consist
primarily of automobile showrooms, display lots, service
facilities, collision repair centers, supply facilities,
automobile storage lots, parking lots, and offices. We believe
that our facilities are sufficient for our current needs and are
in good condition in all material respects.
We are involved, and will continue to be involved, in numerous
legal proceedings arising out of the conduct of our business,
including litigation with customers, employment-related
lawsuits, class actions, purported class actions, and actions
brought by governmental authorities. We do not believe that the
ultimate resolution of these matters will have a material
adverse effect on our business, results of operations, financial
condition, or cash flows. However, the results of these matters
cannot be predicted with certainty, and an unfavorable
resolution of one or more of these matters could have a material
adverse effect on our business, results of operations, financial
condition, cash flow, and prospects.
No matters were submitted to a vote of our stockholders during
the fourth quarter of the fiscal year ended December 31,
2007.
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We lease our corporate headquarters facility in Fort Lauderdale, Florida, pursuant to a lease expiring in 2010. As of February 2008, we also own or lease numerous facilities relating to our operations in the following 15 states: Alabama, Arizona, California, Colorado, Florida, Georgia, Illinois, Maryland, Minnesota, Nevada, Ohio, Tennessee, Texas, Virginia, and Washington. These facilities consist primarily of automobile showrooms, display lots, service facilities, collision repair centers, supply facilities, automobile storage lots, parking lots, and offices. We believe that our facilities are sufficient for our current needs and are in good condition in all material respects.
We are involved, and will continue to be involved, in numerous legal proceedings arising out of the conduct of our business, including litigation with customers, employment-related lawsuits, class actions, purported class actions, and actions brought by governmental authorities. We do not believe that the ultimate resolution of these matters will have a material adverse effect on our business, results of operations, financial condition, or cash flows. However, the results of these matters cannot be predicted with certainty, and an unfavorable resolution of one or more of these matters could have a material adverse effect on our business, results of operations, financial condition, cash flow, and prospects.
No matters were submitted to a vote of our stockholders during the fourth quarter of the fiscal year ended December 31, 2007.
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