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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report November 30, 1995
(Date of earliest event reported)
REPUBLIC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-9787 73-1105145
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(State or other (Commission File (I.R.S. Employer
jurisdiction Number) Identification
of incorporation) No.)
200 East Las Olas Blvd.
Suite 1400
Ft. Lauderdale, Florida 33301
(Address of principal executive offices)
Registrant's telephone number, including area code (305) 627-6000
REPUBLIC WASTE INDUSTRIES, INC.
(Former name of registrant as specified in its charter)
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With respect to each contract, agreement or other document referred to herein
and filed with the Securities and Exchange Commission (the "Commission") as an
exhibit to this report, reference is made to the exhibit for a more complete
description of the matter involved, and each such statement shall be deemed
qualified in its entirety by such reference.
ITEM 2. ACQUISITIONS OF ASSETS.
ACQUISITION OF J.C. DUNCAN COMPANY, INC. AND AFFILIATES. On November 30, 1995,
Republic Industries, Inc., a Delaware corporation formerly known as Republic
Waste Industries, Inc. (the "Company"), acquired all of the outstanding shares
of J.C. Duncan Company, Inc., a Texas corporation, and of several related
companies affiliated by common ownership and management with J.C. Duncan
Company, Inc. (collectively, the "Duncan Companies"), through a series of
merger transactions (the "Duncan Mergers"), in which several wholly-owned
subsidiaries of the Company merged with and into the Duncan Companies, and all
of the issued and outstanding shares of each of the Duncan Companies were
exchanged for an aggregate of 5,256,055 shares of common stock, $0.01 par value
per share, issued by the Company to the stockholders of the Duncan Companies.
The Merger Agreement for the Duncan Mergers was described in, and was filed as
Exhibit 2.2 to, the Current Report on Form 8-K dated October 31, 1995 by the
Company, which is incorporated herein by reference for all purposes. The
Duncan Mergers are being accounted for as pooling of interests business
combinations.
ACQUISITION OF GARBAGE DISPOSAL SERVICE, INC. On November 30, 1995, the
Company acquired all of the outstanding shares of Garbage Disposal Service,
Inc., a North Carolina corporation ("GDS"), through a merger transaction (the
"GDS Merger"), in which a wholly-owned subsidiary of the Company merged with
and into GDS, and all of the issued and outstanding shares of GDS were exchanged
for an aggregate of 3,003,000 shares of common stock, $0.01 par value per
share, issued by the Company to the stockholders of GDS, Lee G. Brown and Mina
Brown McLean. The Merger Agreement for the GDS Merger was described in, and
was filed as Exhibit 2.1 to, the Current Report on Form 8-K dated October 31,
1995 by the Company, which is incorporated herein by reference for all
purposes. The GDS Merger is being accounted for as a pooling of interests
business combination.
ITEM 5. OTHER EVENTS.
ACQUISITION OF FENNELL CONTAINER COMPANY, INC. AND AFFILIATES. On November 30,
1995, the Company acquired all of the outstanding shares of Fennell Container
Company, Inc., a South Carolina corporation, and of several related companies
affiliated by common ownership and management with Fennell Container Company,
Inc. (collectively, the "Fennell Companies"), through a series of merger
transactions (the "Fennell Mergers"), in which several wholly-owned
subsidiaries of the Company merged with and into the Fennell Companies, and all
of the issued and outstanding shares of each of the Fennell Companies were
exchanged for an aggregate of 3,111,111 shares of common stock, $0.01 par value
per share, issued by the Company to the stockholders of the Fennell Companies.
The Merger Agreement for the Fennell Mergers was described in, and was filed as
Exhibit 2.3 to, the Current Report on Form 8-K dated October 31, 1995 by the
Company, which is incorporated herein by reference for all purposes. The
Fennell Mergers are being accounted for as pooling of interests business
combinations.
ACQUISITION OF SCOTT SECURITY SYSTEMS. On November 30, 1995, the Company
acquired all of the outstanding shares of Cana First Corporation, a Florida
corporation doing business as Scott Security Systems, and of several related
companies affiliated by common ownership and management with Cana First
Corporation (collectively, the "Scott Companies"), through a series of merger
transactions (the "Scott Mergers"), in which several wholly-owned subsidiaries
of the Company merged with and into the Scott Companies, and all of the issued
and outstanding shares of each of the Scott Companies were exchanged for an
aggregate of 1,567,818 shares of common stock, $0.01 par value per share, issued
by the Company to the stockholders of the Scott Companies. The Scott Mergers
are being accounted for as pooling of interests business combinations.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for the Registrant to provide the financial statements required
by this Item 7(a). In accordance with Item 7(a)(4) of Form 8-K, such financial
statements shall be filed by amendment to this Form 8-K no later than 60 days
after December 15, 1995.
(b) Pro Forma Financial Information.
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for the Registrant to provide the pro forma financial information
required by this Item 7(b). In accordance with Item 7(b)(2) of Form 8-K, such
financial statements shall be filed by amendment to this Form 8-K no later than
60 days after December 15, 1995.
(c) Exhibits.
None.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Report to be signed on its behalf by the
undersigned thereunto duly authorized.
REPUBLIC INDUSTRIES, INC.
Date: December 15, 1995 By: /s/ Gregory K. Fairbanks
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Gregory K. Fairbanks,
Chief Financial Officer and
Executive Vice President
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