sc13d09624005_09102014.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No.  )1

Asbury Automotive Group, Inc.
(Name of Issuer)

Common Stock, $0.01 par value
(Title of Class of Securities)

043436104
(CUSIP Number)
 
STEPHEN RANERI
LIONEYE CAPITAL MANAGEMENT LLC
152 W. 57th Street, 10th Floor
New York, New York 10019
(212) 257-5690
 
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 
September 10, 2014
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              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 disclosures provided in a prior cover page.

The information required on 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
NAME OF REPORTING PERSON
 
LIONEYE MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
766,509
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
766,509
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
766,509*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
2.5%*
14
TYPE OF REPORTING PERSON
 
CO
 
____________________
* Includes 180,725 Shares underlying certain call options exercisable within 60 days hereof.

 
2

 
CUSIP NO. 043436104
 
1
NAME OF REPORTING PERSON
 
LIONEYE ONSHORE FUND LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
WC
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
98,624
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
98,624
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
98,624*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%*
14
TYPE OF REPORTING PERSON
 
PN
 
____________________
* Includes 23,431 Shares underlying certain call options exercisable within 60 days hereof.

 
3

 
CUSIP NO. 043436104
 
1
NAME OF REPORTING PERSON
 
LIONEYE ADVISORS LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
98,624
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
98,624
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
98,624*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
Less than 1%*
14
TYPE OF REPORTING PERSON
 
OO
 
____________________
* Includes 23,431 Shares underlying certain call options exercisable within 60 days hereof.

 
4

 
CUSIP NO. 043436104
 
1
NAME OF REPORTING PERSON
 
LIONEYE CAPITAL MANAGEMENT LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF, OO
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
1,888,500
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
1,888,500
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,888,500*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.2%*
14
TYPE OF REPORTING PERSON
 
OO
 
____________________
* Includes 358,500 Shares underlying certain call options exercisable within 60 days hereof.

 
5

 
CUSIP NO. 043436104
 
1
NAME OF REPORTING PERSON
 
STEPHEN RANERI
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,888,500
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,888,500
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,888,500*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.2%*
14
TYPE OF REPORTING PERSON
 
IN
 
____________________
* Includes 358,500 Shares underlying certain call options exercisable within 60 days hereof.

 
6

 
CUSIP NO. 043436104
 
1
NAME OF REPORTING PERSON
 
ARTHUR ROSEN
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
AF
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
1,888,500
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
1,888,500
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
1,888,500*
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
6.2%*
14
TYPE OF REPORTING PERSON
 
IN
 
____________________
* Includes 358,500 Shares underlying certain call options exercisable within 60 days hereof.

 
7

 
CUSIP NO. 043436104

The following constitutes the Schedule 13D filed by the undersigned (the “Schedule 13D”).
 
Item 1.
Security and Issuer.
 
This statement relates to the common stock, $0.01 par value per share (the “Shares”), of Asbury Automotive Group, Inc., a Delaware corporation (the “Issuer”).  The address of the principal executive offices of the Issuer is 2905 Premiere Parkway NW, Suite 300, Duluth, Georgia 30097.
 
Item 2.
Identity and Background.
 
(a)           This statement is filed by:
 
 
(i)
LionEye Master Fund Ltd, a Cayman Islands exempted company (“LionEye Master Fund”), with respect to the Shares directly and beneficially owned by it;
 
 
(ii)
LionEye Onshore Fund LP, a Delaware limited partnership (“LionEye Onshore”), with respect to the Shares directly and beneficially owned by it;
 
 
(iii)
LionEye Advisors LLC, a Delaware limited liability company (“LionEye Advisors”), as the general partner of LionEye Onshore;
 
 
(iv)
LionEye Capital Management LLC, a Delaware limited liability company (“LionEye Capital Management”), as the investment manager of LionEye Master Fund, LionEye Onshore and of certain managed accounts (the “LionEye Capital Management Accounts”);
 
 
(v)
Stephen Raneri, as a managing member of each of LionEye Capital Management and LionEye Advisors; and
 
 
(vi)
Arthur Rosen, as a managing member of each of LionEye Capital Management and LionEye Advisors.
 
Each of the foregoing is referred to as a “Reporting Person” and collectively as the “Reporting Persons.”  Each of the Reporting Persons is party to that certain Joint Filing Agreement, as further described in Item 6.  Accordingly, the Reporting Persons are hereby filing a joint Schedule 13D.
 
(b)           The address of the principal office of LionEye Master Fund is c/o Ogier Fiduciary Services (Cayman) Limited, 89 Nexus Way, Caymana Bay Grand Cayman KY1-9007, Cayman Islands.  The address of the principal office of each of LionEye Onshore, LionEye Advisors, LionEye Capital Management and Messrs. Raneri and Rosen is 152 West 57th Street, 10th Floor, New York, NY 10019.  The officers and directors of LionEye Master Fund and their principal occupations and business addresses are set forth on Schedule A and are incorporated by reference in this Item 2.
 
(c)           The principal business of each of LionEye Master Fund and LionEye Onshore is investing in securities.  The principal business of LionEye Advisors is serving as the general partner of LionEye Onshore. The principal business of LionEye Capital Management is serving as the investment manager of LionEye Master Fund, LionEye Onshore and the LionEye Capital Management Accounts. The principal occupation of each of Messrs. Raneri and Rosen is serving as a managing member of LionEye Capital Management.
 
 
8

 
CUSIP NO. 043436104
 
(d)           No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
 
(e)           No Reporting Person, nor any person listed on Schedule A, annexed hereto, has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
 
(f)           Messrs. Raneri and Rosen are citizens of the United States of America.  The citizenship of the persons listed on Schedule A is set forth therein.
 
Item 3.
Source and Amount of Funds or Other Consideration.
 
The Shares purchased by LionEye Master Fund and LionEye Onshore and held in the LionEye Capital Management Accounts were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted on Schedule B.  The aggregate purchase price of the 585,784 Shares beneficially owned by LionEye Master Fund is approximately $35,304,538, including brokerage commissions.  The aggregate purchase price of certain call options exercisable into 180,725 Shares beneficially owned by LionEye Master Fund is approximately $601,409, including brokerage commissions. The aggregate purchase price of the 75,193 Shares beneficially owned by LionEye Onshore is approximately $5,233,925, including brokerage commissions.  The aggregate purchase price of certain call options exercisable into 23,431 Shares beneficially owned by LionEye Onshore is approximately $58,623, including brokerage commissions. The aggregate purchase price of the 869,023 Shares held in the LionEye Capital Management Accounts is approximately $55,954,362, including brokerage commissions.  The aggregate purchase price of certain call options exercisable into 154,344 Shares held in the LionEye Capital Management Accounts is approximately $524,326, including brokerage commissions.
 
Item 4.
Purpose of Transaction.
 
The Reporting Persons purchased the Shares based on the Reporting Persons’ belief that the Shares, when purchased, were (and continue to be) undervalued and represented an attractive investment opportunity. Consistent with their investment purpose, the Reporting Persons have had or may in the future have discussions with the Issuer’s management, members of the board of directors (the “Board”) and other shareholders and have offered and may offer suggestions and advice to the Issuer regarding measures and changes that would maximize value per share. Such discussions and advice may concern the Issuer’s capital structure and allocation, strategic transactions, governance and other matters that the Reporting Persons deem relevant to their investment in the Issuer.  Depending upon overall market conditions, other investment opportunities available to the Reporting Persons, and the availability of Shares at prices that would make the purchase or sale of Shares desirable, the Reporting Persons may endeavor to increase or decrease their position in the Issuer through, among other things, the purchase or sale of Shares on the open market or in private transactions or otherwise, on such terms and at such times as the Reporting Persons may deem advisable.
 
No Reporting Person has any present plan or proposal which would relate to or result in any of the matters set forth in subparagraphs (a) - (j) of Item 4 of Schedule 13D except as set forth herein or such as would occur upon or in connection with completion of, or following, any of the actions discussed herein.  The Reporting Persons intend to review their investment in the Issuer on a continuing basis.  Depending on various factors including, without limitation, the Issuer’s financial position and strategy, the price levels of the Shares, conditions in the securities markets and general economic and industry conditions, the Reporting Persons may in the future take such actions with respect to their investment in the Issuer as they deem appropriate including, without limitation, engaging in further communications with management, the Board and shareholders of the Issuer concerning matters that the Reporting Persons deem relevant to their investment in the Issuer, making proposals to the Issuer designed to maximize value per share, purchasing additional Shares, selling some or all of their Shares, engaging in short selling of or any hedging or similar transaction with respect to the Shares, or changing their intention with respect to any and all matters referred to in Item 4.
 
 
9

 
CUSIP NO. 043436104
 
Item 5.
Interest in Securities of the Issuer.
 
The aggregate percentage of Shares reported owned by each person named herein is based upon 30,344,595 Shares outstanding as of July 22, 2014, which is the total number of Shares outstanding as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on July 23, 2014.
 
A.
LionEye Master Fund
 
 
(a)
As of the close of business on September 19, 2014, LionEye Master Fund beneficially owned 766,509 Shares, including 180,725 Shares underlying certain call options exercisable within 60 days of the date hereof.
 
Percentage: Approximately 2.5%
 
 
(b)
1. Sole power to vote or direct vote: 766,509
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 766,509
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
The transactions in the Shares by LionEye Master Fund during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
B.
LionEye Onshore
 
 
(a)
As of the close of business on September 19, 2014, LionEye Onshore beneficially owned 98,624 Shares, including 23,431 Shares underlying certain call options exercisable within 60 days of the date hereof.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 98,624
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 98,624
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
The transactions in the Shares by LionEye Onshore during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
 
10

 
CUSIP NO. 043436104
 
C.
LionEye Advisors
 
 
(a)
LionEye Advisors, as the general partner of LionEye Onshore, may be deemed the beneficial owner of the 98,624 Shares beneficially owned by LionEye Onshore.
 
Percentage: Less than 1%
 
 
(b)
1. Sole power to vote or direct vote: 98,624
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 98,624
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
LionEye Advisors has not entered into any transactions in the Shares during the past sixty days. The transactions in the Shares on behalf of LionEye Onshore during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
D.
LionEye Capital Management
 
 
(a)
As of the close of business on September 19, 2014, 1,023,367 Shares were held in the LionEye Capital Management Accounts, including 154,344 Shares underlying certain call options exercisable within 60 days of the date hereof.  LionEye Capital Management, as the investment manager of LionEye Master Fund, LionEye Onshore and the LionEye Capital Management Accounts, may be deemed the beneficial owner of the (i) 766,509 Shares beneficially owned by LionEye Master Fund, (ii) 98,624 Shares beneficially owned by LionEye Onshore and (iii) 1,023,367 Shares held in the LionEye Capital Management Accounts.
 
Percentage: Approximately 6.2%
 
 
(b)
1. Sole power to vote or direct vote: 1,888,500
 
2. Shared power to vote or direct vote: 0
 
3. Sole power to dispose or direct the disposition: 1,888,500
 
4. Shared power to dispose or direct the disposition: 0
 
 
(c)
The transactions in the Shares by LionEye Capital Management through the LionEye Capital Management Accounts and on behalf of LionEye Master Fund and LionEye Onshore during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
E.
Messrs. Raneri and Rosen
 
 
(a)
Each of Messrs. Raneri and Rosen, as a managing member of each of LionEye Capital Management and LionEye Advisors, may be deemed the beneficial owner of the (i) 766,509 Shares beneficially owned by LionEye Master Fund, (ii) 98,624 Shares beneficially owned by LionEye Onshore and (iii) 1,023,367 Shares held in the LionEye Capital Management Accounts.
 
Percentage: Approximately 6.2%
 
 
(b)
1. Sole power to vote or direct vote: 0
 
2. Shared power to vote or direct vote: 1,888,500
 
3. Sole power to dispose or direct the disposition: 0
 
4. Shared power to dispose or direct the disposition: 1,888,500
 
 
11

 
CUSIP NO. 043436104
 
 
(c)
None of Messrs. Raneri or Rosen has entered into any transactions in the Shares during the past sixty days.  The transactions in the Shares on behalf of LionEye Master Fund, LionEye Onshore and through the LionEye Capital Management Accounts during the past sixty days are set forth in Schedule B and are incorporated herein by reference.
 
Each Reporting Person, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, may be deemed the beneficial owner of the Shares directly owned by the other Reporting Persons.  Each Reporting Person disclaims beneficial ownership of such Shares except to the extent of his or its pecuniary interest therein.
 
 
(d)
No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.
 
 
(e)
Not applicable.
 
Item 6.
Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
 
LionEye Master Fund has purchased exchange-listed call options referencing an aggregate of 120,500 Shares, which have an exercise price of $75 per Share and expire on October 18, 2014. LionEye Onshore has purchased exchange-listed call options referencing an aggregate of 15,700 Shares, which have an exercise price of $75 per Share and expire on October 18, 2014. The LionEye Capital Management Accounts have purchased exchange-listed call options referencing an aggregate of 102,300 Shares, which have an exercise price of $75 per Share and expire on October 18, 2014.
 
LionEye Master Fund has purchased in the over the counter market call options referencing an aggregate of 60,225 Shares, which have an exercise price of $75 per Share and expire on December 18, 2015. LionEye Onshore has purchased in the over the counter market call options referencing an aggregate of 7,731 Shares, which have an exercise price of $75 per Share and expire on December 18, 2015. The LionEye Capital Management Accounts have purchased in the over the counter market call options referencing an aggregate of 52,044 Shares, which have an exercise price of $75 per Share and expire on December 18, 2015.
 
On September 22, 2014, the Reporting Persons entered into a Joint Filing Agreement in which the Reporting Persons agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer to the extent required by applicable law.  The Joint Filing Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
 
Other than as described herein, there are no contracts, arrangements, understandings or relationships among the Reporting Persons, or between the Reporting Persons and any other person, with respect to the securities of the Issuer.
 
Item 7.
Material to be Filed as Exhibits.
 
 
99.1
Joint Filing Agreement by and among LionEye Master Fund Ltd, LionEye Onshore Fund LP, LionEye Advisors LLC, LionEye Capital Management LLC, Stephen Raneri and Arthur Rosen, dated September 22, 2014.
 
 
12

 
CUSIP NO. 043436104
 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  September 22, 2014
 

 
 
LionEye Master Fund Ltd
   
   
 
By:
/s/ Stephen Raneri
   
Name:
Stephen Raneri
   
Title:
Director

 
 
LionEye Onshore Fund LP
   
 
By:
LionEye Advisors LLC
General Partner
   
 
By:
/s/ Stephen Raneri
   
Name:
Stephen Raneri
   
Title:
Managing Member

 
 
LionEye Advisors LLC
   
   
 
By:
/s/ Stephen Raneri
   
Name:
Stephen Raneri
   
Title:
Managing Member

 
 
LionEye Capital Management LLC
   
   
 
By:
/s/ Stephen Raneri
   
Name:
Stephen Raneri
   
Title:
Managing Member

 
 
/s/ Stephen Raneri
 
Stephen Raneri

 
 
/s/ Arthur Rosen
 
Arthur Rosen
 
 
13

 
CUSIP NO. 043436104
 
SCHEDULE A
 
Directors and Officers of LionEye Master Fund Ltd
 
Name and Position
Principal Occupation
Principal Business Address
Citizenship
       
Brad Cowdroy
Director
Director of ICG
Management Limited
Landmark Square
64 Earth Close, PO Box 715
Grand Cayman KY1-1107
Cayman Islands
Australia
       
Boris Onefator
Director
Founder and CEO of
Constellation Investment Consulting
305 Madison Avenue
Suite 2036
New York, NY, 10165
United States of America
       
Stephen Raneri
Director*
     

 
____________________
* Mr. Raneri is a Reporting Person and, as such, the information with respect to Mr. Raneri called for by Item 2 of Schedule 13D is set forth therein.
 
 
 

 
CUSIP NO. 043436104
 
SCHEDULE B
 
Transactions in the Shares During the Past Sixty Days
 
Nature of the Transaction
Securities
Purchased/(Sold)
Price Per
Share($)
Date of
Purchase / Sale

LIONEYE MASTER FUND LTD

 
Purchase of Common Stock
5,505
67.6134
07/31/2014
Purchase of Common Stock(1)
23,910
67.5300
08/01/2014
Purchase of Common Stock
42,780
68.2840
08/01/2014
Sale of Common Stock(2)
(73,356)
69.6800
09/02/2014
Purchase of Common Stock
900
67.3565
09/12/2014
Purchase of Common Stock
2,134
66.6051
09/15/2014
Purchase of Common Stock
3,610
66.5136
09/15/2014
Purchase of Common Stock
10,712
66.6850
09/17/2014
Purchase of Common Stock
4,016
66.5855
09/17/2014
Purchase of Common Stock
1,003
66.5980
09/17/2014
 
Purchase of Call Option
54,400(3)
 
76.9838
07/24/2014
Purchase of Call Option
59,800(3)
 
76.9229
07/25/2014
Purchase of Call Option
8,300(3)
 
76.5833
07/28/2014
Purchase of Call Option(1)
5,100(3)
 
75.9000
08/01/2014
Purchase of Call Option
8,600(3)
 
75.7500
08/07/2014
Sale of Call Option(2)
(15,700)(3)
 
75.6000
09/02/2014
Purchase of Call Option
7,528(4)
 
81.4000
09/17/2014
Purchase of Call Option
37,641(4)
 
81.4300
09/18/2014
Purchase of Call Option
15,056(4)   81.1293 09/19/2014

LIONEYE ONSHORE FUND LP

Purchase of Common Stock(5)
73,356
 
69.6800
09/02/2014
Purchase of Common Stock
1,193
 
66.6850
09/17/2014
Purchase of Common Stock
515
 
66.5855
09/17/2014
Purchase of Common Stock
129
 
66.5980
09/17/2014
 
Purchase of Call Option(5)
15,700(3)
 
75.6000
09/02/2014
Purchase of Call Option
966(4)
 
81.4000
09/17/2014
Purchase of Call Option
4,832(4)
 
81.4300
09/18/2014
Purchase of Call Option
1,933(4)   81.1293 09/19/2014

LIONEYE CAPITAL MANAGEMENT LLC
(Through the LionEye Capital Management Accounts)

 
Purchase of Common Stock
1,415
 
67.6134
07/31/2014
Purchase of Common Stock
702
 
67.6134
07/31/2014
Purchase of Common Stock
1,196
 
67.6134
07/31/2014
Purchase of Common Stock
1,368
 
67.6134
07/31/2014
Sale of Common Stock(6)
(8,958)
 
67.5300
08/01/2014
Purchase of Common Stock
8,127
 
68.2840
08/01/2014
 
 
 

 
CUSIP NO. 043436104
 
Sale of Common Stock(6)
(5,831)
 
67.5300
08/01/2014
Purchase of Common Stock
6,444
 
68.2840
08/01/2014
Purchase of Common Stock
244
 
68.2840
08/01/2014
Sale of Common Stock(6)
(9,121)
 
67.5300
08/01/2014
Purchase of Common Stock
9,354
 
68.2840
08/01/2014
Purchase of Common Stock
37,359
 
68.6485
08/21/2014
Purchase of Common Stock
6,500
 
68.4032
08/22/2014
Purchase of Common Stock
10,000
 
68.5750
08/22/2014
Purchase of Common Stock
12,600
 
72.0172
09/03/2014
Purchase of Common Stock
12,500
 
71.9019
09/04/2014
Purchase of Common Stock
3,400
 
71.1652
09/05/2014
Purchase of Common Stock
50,000
 
71.1450
09/08/2014
Purchase of Common Stock
14,235
 
70.5757
09/09/2014
Purchase of Common Stock
2,500
 
68.7177
09/10/2014
Purchase of Common Stock
76,977
 
68.7177
09/10/2014
Purchase of Common Stock
1,600
 
68.8365
09/11/2014
Purchase of Common Stock
16,253
 
68.8365
09/11/2014
Purchase of Common Stock
10,900
 
67.3565
09/12/2014
Purchase of Common Stock
113,200
 
67.3565
09/12/2014
Purchase of Common Stock
350
 
66.5136
09/15/2014
Purchase of Common Stock
345
 
66.6051
09/15/2014
Purchase of Common Stock
3,941
 
66.6051
09/15/2014
Purchase of Common Stock
5,840
 
66.5136
09/15/2014
Purchase of Common Stock
2,089
 
66.6850
09/17/2014
Purchase of Common Stock
954
 
66.5855
09/17/2014
Purchase of Common Stock
239
 
66.5980
09/17/2014
Purchase of Common Stock
1,399
 
66.6850
09/17/2014
Purchase of Common Stock
672
 
66.5855
09/17/2014
Purchase of Common Stock
168
 
66.5980
09/17/2014
Purchase of Common Stock
2,152
 
66.6850
09/17/2014
Purchase of Common Stock
861
 
66.5855
09/17/2014
Purchase of Common Stock
215
 
66.5980
09/17/2014
Purchase of Common Stock
2,455
 
66.6850
09/17/2014
Purchase of Common Stock
982
 
66.5855
09/17/2014
Purchase of Common Stock
246
 
66.5980
09/17/2014
         
Purchase of Call Option
11,600(3)
 
76.9838
07/24/2014
Purchase of Call Option
9,100(3)
 
76.9838
07/24/2014
Purchase of Call Option
11,600(3)
 
76.9838
07/24/2014
Purchase of Call Option
13,300(3)
 
76.9838
07/24/2014
Purchase of Call Option
12,800(3)
 
76.9229
07/25/2014
Purchase of Call Option
10,000(3)
 
76.9229
07/25/2014
Purchase of Call Option
12,800(3)
 
76.9229
07/25/2014
Purchase of Call Option
14,600(3)
 
76.9229
07/25/2014
Purchase of Call Option
1,700(3)
 
76.5833
07/28/2014
Purchase of Call Option
1,400(3)
 
76.5833
07/28/2014
Purchase of Call Option
1,700(3)
 
76.5833
07/28/2014
Purchase of Call Option
1,900(3)
 
76.5833
07/28/2014
Sale of Call Option(6)
(1,900)(3)
 
75.9000
08/01/2014
Sale of Call Option(6)
(1,300)(3)
 
75.9000
08/01/2014
Sale of Call Option(6)
(1,900)(3)
 
75.9000
08/01/2014
Purchase of Call Option
1,700(3)
 
75.7500
08/07/2014
Purchase of Call Option
1,300(3)
 
75.7500
08/07/2014
 
 
 

CUSIP NO. 043436104
 
Purchase of Call Option
1,900(3)
 
75.7500
08/07/2014
Purchase of Call Option
1,790(4)
 
81.4000
09/17/2014
Purchase of Call Option
1,261(4)
 
81.4000
09/17/2014
Purchase of Call Option
1,614(4)
 
81.4000
09/17/2014
Purchase of Call Option
1,841(4)
 
81.4000
09/17/2014
Purchase of Call Option
8,947(4)
 
81.4300
09/18/2014
Purchase of Call Option
6,307(4)
 
81.4300
09/18/2014
Purchase of Call Option
8,068(4)
 
81.4300
09/18/2014
Purchase of Call Option
9,205(4)
 
81.4300
09/18/2014
Purchase of Call Option
3,579(4)
  81.1293 09/19/2014
Purchase of Call Option
2,523(4)
  81.1293 09/19/2014
Purchase of Call Option
3,227(4)
  81.1293 09/19/2014
Purchase of Call Option
3,682(4)
  81.1293 09/19/2014
 
 
 
 
 
 
 
 
 

 
 

 

 
____________________
 
(1) Represents a cross trade of securities to LionEye Master Fund Ltd from the LionEye Capital Management Accounts.
 
(2) Represents a contribution of securities from LionEye Master Fund Ltd to LionEye Onshore Fund LP.
 
(3) Represents Shares underlying certain exchange-listed call options with an exercise price of $75 per Share. These call options expire on October 18, 2014.
 
(4) Represents Shares underlying certain over-the-counter call options with an exercise price of $75 per Share. These call options expire on December 18, 2015.
 
(5) Represents a contribution of securities to LionEye Onshore Fund LP from LionEye Master Fund Ltd.
 
(6) Represents a cross trade of securities from the LionEye Capital Management Accounts to LionEye Master Fund Ltd.