<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 20, 1996
------------
REPUBLIC INDUSTRIES, INC.
-------------------------
(Exact name of registrant as specified in its charter)
Delaware
--------
(State or other jurisdiction of incorporation)
0-9787 73-1105145
------ ----------
(Commission (IRS Employer
File Number) Identification No.)
200 East Las Olas Boulevard
Suite 1400
Ft. Lauderdale, FL 33301
-------------------------------------- --------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (954) 627-6000
--------------
N.A.
------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
Item 5. Other Events.
Private Placement.
On May 20, 1996, Republic Industries, Inc. (the "Registrant") sold 4,939,200
shares of its common stock, $0.01 par value ("Common Stock"), in a private
placement to certain institutional investors. The shares were issued at $40.50
per share, resulting in net proceeds to the Registrant of approximately
$197,500,000 after deducting fees and commissions.
The preceding description of the private placement is qualified in its entirety
by reference to the Press Release, dated May 20, 1996, attached hereto as
Exhibit 99.1, which is incorporated herein by reference.
Continental Waste Industries, Inc.
Separately, on May 20, 1996, the Registrant announced its intention to acquire
Continental Waste Industries, Inc. ("Continental") in a merger transaction.
Under the terms of the proposed transaction, each share of Continental's
common stock would be exchanged for 2/5ths of a share of Common Stock.
Consummation of the transaction described above is subject, among other things,
to negotiation and execution of a definitive agreement, approval by the
Registrant's and Continental's respective Boards of Directors, approval of
Continental's shareholders and other customary conditions, including regulatory
approvals.
The descriptions contained herein of the transaction are qualified in their
entirety by reference to the Press Release, dated May 20, 1996, attached hereto
as Exhibit 99.2, which is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
The Exhibits to this Report are listed in the Exhibit Index set
forth elsewhere herein.
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REPUBLIC INDUSTRIES, INC.
By: /s/ Richard L. Handley
-----------------------------
Richard L. Handley
Senior Vice President
Date: May 21, 1996
<PAGE> 4
REPUBLIC INDUSTRIES, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number and
Description of Exhibit
- ----------------------
<S> <C>
1. None
2. None
4. None
16. None
17. None
21. None
23. None
24. None
27. None
99.1 Press Release, dated May 20, 1996.
99.2 Press Release, dated May 20, 1996.
</TABLE>
<PAGE> 1
Exhibit 99.1
REPUBLIC INDUSTRIES, INC.
200 East Las Olas Boulevard
Suite 1400
Fort Lauderdale, Florida 33301
954-627-6000
954-779-3884 FAX
FOR IMMEDIATE RELEASE CONTACT: J. RONALD CASTELL
- --------------------- (954) 627-6000
REPUBLIC INDUSTRIES ANNOUNCES $200 MILLION PRIVATE PLACEMENT
Ft. Lauderdale, Florida (May 20, 1996)--Republic Industries, Inc.
(NASDAQ:RWIN) today announced that it has accepted subscriptions to sell
approximately 5,000,000 shares of common stock to certain institutional
investors in a private placement for which Allen & Company Incorporated served
as placement agent. The shares will be issued at $40.50 per share, resulting
in proceeds to Republic of approximately $200 million. Funding of the
transaction is expected today.
The proceeds from the transaction will be used to retire debt assumed
in acquisitions, capital expenditures and for general corporate purposes.
Republic is a diversified company which primarily provides solid waste
services and electronic security installation, servicing and monitoring
services. Recently, Republic announced it had signed an agreement, subject to
stockholder approval, to acquire AutoNation Incorporated which is a developing
chain of used car mega-stores.
<PAGE> 1
Exhibit 99.2
REPUBLIC INDUSTRIES, INC.
200 East Las Olas Boulevard
Suite 1400
Fort Lauderdale, Florida 33301
954-627-6000
954-779-3884 FAX
FOR IMMEDIATE RELEASE CONTACTS:
- --------------------- J. RONALD CASTELL (REPUBLIC)
(954) 627-6000
CARLOS E. AGUERO (CONTINENTAL)
(908) 396-0018
REPUBLIC INDUSTRIES, INC.
ANNOUNCES INTENTION TO ACQUIRE
CONTINENTAL WASTE INDUSTRIES, INC.
Ft. Lauderdale, Florida (May 20, 1996)--Republic Industries, Inc.
(NASDAQ:RWIN) today announced its intention to acquire Continental Waste
Industries, Inc. (NASDAQ:CONT) in a transaction valued at approximately $240
million. Under the terms of the proposed transaction, each share of
Continental common stock would be exchanged, on a tax-free basis, for 2/5ths of
a share of Republic common stock.
The proposed transaction, which will be accounted for on a pooling of
interests basis, is subject to the execution of a definitive agreement,
approval of Continental's shareholders, approval by the Boards of Directors of
both companies, and other customary closing conditions, including regulatory
approval. Continental's three largest shareholders, representing approximately
25% of Continental's outstanding common stock, have agreed to vote their shares
in favor of the transaction, which is anticipated to close during the third
quarter of 1996.
Upon closing the transaction, it is expected that Continental's senior
management, including Thomas A. Volini, Continental's Chief Operating Officer,
and Carlos E. Aguero, Continental's Chief Executive Officer, will join
Republic's senior management team.
H. Wayne Huizenga, Chairman and Chief Executive Officer of Republic
stated, "Continental will be an excellent addition to Republic's growing waste
services business, expanding our presence in the Mid-West and Mid-South U.S.
We are also fortunate that Continental's senior management team will be
playing a significant role in Republic's waste division, giving us an added
depth of talent."
Carlos E. Aguero, Continental's Chief Executive Officer, asserted that
Continental's Board of Directors and senior management, after careful
consideration, are "convinced that this merger represents a fine opportunity
for Continental's shareholders." Speaking for the company's senior management,
Mr. Aguero added, "We are pleased and excited about the prospect of joining and
contributing to Republic's fine management team."
Republic is a diversified company which primarily provides solid waste
services and electronic security installation, servicing and monitoring
services. Recently, Republic announced it had signed an agreement, subject to
stockholder approval, to acquire AutoNation Incorporated which is a developing
chain of used car mega-stores.
