REPUBLIC INDUSTRIES INC, POS AM, 1996-04-05

REPUBLIC INDUSTRIES INC
POS AM, 1996-04-05
REFUSE SYSTEMS

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 5, 1996.

REGISTRATION NO. 33-63209

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

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POST-EFFECTIVE AMENDMENT NO. 2
TO

FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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REPUBLIC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)

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<TABLE>
<S> <C> <C>
DELAWARE 4953 73-1105145
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>

200 EAST LAS OLAS BLVD., SUITE 1400
FORT LAUDERDALE, FLORIDA 33301
(954) 627-6000
(Address, including zip code, and telephone number, including
area code of registrant's principal executive offices)

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<TABLE>
<S> <C>
COPY TO:
RICHARD L. HANDLEY JONATHAN L. AWNER
SENIOR VICE PRESIDENT AKERMAN, SENTERFITT & EIDSON, P.A.
REPUBLIC INDUSTRIES, INC. ONE S.E. THIRD AVENUE
200 EAST LAS OLAS BLVD., SUITE 1400 SUITE 2800
FT. LAUDERDALE, FL 33301 MIAMI, FLORIDA 33131
(954) 627-6000 (305) 374-5600
(Name, address, including zip code, and
telephone number, including area code, of
agent for service)
</TABLE>

FILING AMENDED PROSPECTUS AND
AMENDING ITEMS 13, 15, 16 AND 17 OF PART II

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, as amended (the "Securities Act") check the following box. /X/

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /

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<PAGE> 2
REPUBLIC INDUSTRIES, INC.
(CROSS REFERENCE SHEET
PURSUANT TO ITEM 501 OF REGULATION S-K)

<TABLE>
<CAPTION>
LOCATION OR CAPTION
ITEM NUMBER IN PROSPECTUS
- ------------------------------------------------- -------------------------------------------
<C> <S> <C>
1. Forepart of the Registration Statement and
Outside Front Cover Page of Prospectus... Outside Front Cover Page
2. Inside Front and Outside Back Cover Page of
Prospectus............................... Inside Front Cover Page
3. Summary Information, Risk Factors and Ratio
of Earnings to Fixed Charges............. Prospectus Summary; Risk Factors
4. Use of Proceeds............................ Use of Proceeds
5. Determination of Offering Price............ Not Applicable
6. Dilution................................... Not Applicable
7. Selling Security Holders................... Not Applicable
8. Plan of Distribution....................... Plan of Distribution
9. Description of Securities to be
Registered............................... Description of Capital Stock
10. Interests of Named Experts and Counsel..... Legal Matters and Experts
11. Information with Respect to the
Registrant............................... Price Range of Common Stock and Dividend
Policy; Selected Consolidated Financial
Data; Management's Discussion and
Analysis of Financial Condition and
Results of Operations; Business;
Properties; Legal and Administrative
Proceedings; Management; Executive
Compensation; Security Ownership of
Certain Beneficial Owners and Management;
Certain Relationships and Related
Transactions; Financial Statements.
12. Disclosure of Commission Position on
Indemnification for Securities Act
Liabilities.............................. Not Applicable
</TABLE>

<PAGE> 3

PROSPECTUS

2,578,678 SHARES

(REPUBLIC INDUSTRIES, INC. LOGO)

COMMON STOCK

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This Prospectus relates to an aggregate of 2,578,678 shares (the "Shares")
of common stock, par value $.01 per share ("Common Stock"), of Republic
Industries, Inc., a Delaware corporation (the "Company"), which may be offered
and issued from time to time by the Company in connection with future
acquisitions of other businesses, properties or equity and/or debt securities in
business combination transactions in accordance with Rule 415(a)(1)(viii) of
Regulation C under the Securities Act of 1933, as amended (the "Securities
Act"). This Prospectus may also be used, with the Company's prior consent, by
persons or entities who have received or will receive such Shares in connection
with such acquisitions and who wish to offer and sell such Shares under
circumstances requiring or making desirable its use and by certain donees of
such persons or entities. See "Plan of Distribution."

The Company will receive no portion of the proceeds from the sale of the
Shares offered hereby and will bear certain expenses incident to their
registration. See "Use of Proceeds."

The Common Stock is traded on The Nasdaq Stock Market ("Nasdaq") under the
symbol "RWIN." On April 2, 1996, the last reported sales price for the Common
Stock as reported by Nasdaq was $34.625 per share.

PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH UNDER
THE CAPTION "RISK FACTORS" LOCATED ON PAGE 6 OF THIS PROSPECTUS.

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THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.

APRIL 5, 1996

<PAGE> 4

NO DEALER, SALESPERSON OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR TO MAKE ANY REPRESENTATIONS OTHER THAN THOSE CONTAINED IN OR
INCORPORATED BY REFERENCE IN THIS PROSPECTUS IN CONNECTION WITH THE OFFER MADE
BY THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATIONS
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR THE SELLING
STOCKHOLDERS. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR IN THE AFFAIRS
OF THE COMPANY SINCE THE DATE HEREOF. THIS PROSPECTUS DOES NOT CONSTITUTE AN
OFFER OR SOLICITATION BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR
SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR
SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANYONE TO WHOM IT IS UNLAWFUL TO
MAKE SUCH OFFER OR SOLICITATION.

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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
Available Information................. 2
Prospectus Summary.................... 3
Recent Developments................... 4
Risk Factors.......................... 5
Use of Proceeds....................... 10
Price Range of Common Stock and
Dividend Policy..................... 10
Selected Financial Data............... 11
Management's Discussion and Analysis
of Financial Condition and Results
of Operations....................... 12
Business.............................. 19
Properties............................ 28
Legal and Administrative
Proceedings......................... 28
Submission of Matters to a Vote of
Security Holders...................... 30
Executive Compensation................ 35
Security Ownership of Certain
Beneficial Owners and Management.... 38
Certain Relationships and Related
Transactions........................ 40
Description of Capital Stock.......... 41
Plan of Distribution.................. 42
Legal Matters and Experts............. 42
</TABLE>

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AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations promulgated thereunder, and, in accordance therewith, files reports,
proxy and information statements and other information with the Securities and
Exchange Commission (the "Commission"). These reports, proxy and information
statements and other information concerning the Company can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and at the Commission's
regional offices located at Northwest Atrium Center, Suite 1400, 500 West
Madison Street, Chicago, Illinois 60661 and at Seven World Trade Center, New
York, New York 10048. Copies of such material can also be obtained from the
Commission at prescribed rates through its Public Reference Section at 450 Fifth
Street, N.W., Washington, D.C. 20549. The Common Stock is traded on Nasdaq.
Information filed by the Company with Nasdaq may be inspected at the offices of
Nasdaq at 1735 K Street, N.W., Washington, D.C. 20006.

The Company has filed with the Commission a Registration Statement on Form
S-1 under the Securities Act with respect to the Shares offered hereby
(including all amendments and supplements thereto, the "Registration
Statement"). This Prospectus, which forms a part of the Registration Statement,
does not contain all of the information set forth in the Registration Statement,
certain parts of which have been omitted in accordance with the rules and
regulations of the Commission. Statements contained herein concerning the
provisions of certain documents are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference. The Registration
Statement and the exhibits thereto can be inspected and copied at the public
reference facilities and regional offices of the Commission and at the offices
of Nasdaq referred to above.
2

<PAGE> 5

PROSPECTUS SUMMARY

The Company is a diversified services company, which, through its
subsidiaries, primarily provides integrated solid waste disposal, collection
and recycling services to public and private sector customers. As of December
31, 1995, the Company owns or operates thirteen solid waste landfills with five
located in Texas, two in California and one each in Florida, Michigan, North
Carolina, South Carolina, Indiana and North Dakota with approximately 1,483
permitted acres and total available permitted disposal capacity of
approximately 59.1 million in-place cubic yards. The Company also currently
provides collection service to over 780,000 residential, commercial and
industrial customers, primarily in areas surrounding its landfill sites noted
above and certain areas of Georgia, Maine, New Hampshire, and Virginia and
throughout Florida. In addition, the Company provides related environmental
services including consulting and analysis, remediation and other technical
services.

The Company, through certain recently acquired businesses, also is
engaged in the electronic security services business, which consists of the
sale, installation and maintenance of electronic security systems for
commercial and residential use as well as the continuous electronic monitoring
of installed security systems. Currently, the Company monitors over 127,000
businesses and residences predominately in Florida and Colorado.

In August 1995, following a special meeting of the Company's
stockholders, the Company appointed a new management team consisting of H.
Wayne Huizenga as Chairman of the Board and Chief Executive Officer, Harris W.
Hudson as President and a Director, Gregory K. Fairbanks as Executive Vice
President and Chief Financial Officer, and John J. Melk as a Director. Michael
G. DeGroote, former Chairman, Chief Executive Officer and President, was named
Vice Chairman of the Board, and Donald E. Koogler resigned as a Director but
remained as Executive Vice President and Chief Operating Officer. In November
1995, George D. Johnson, Jr. was added to the Company's Board of Directors.
This new management team is implementing an aggressive growth strategy for the
Company.

The Company's strategy is to aggressively grow as a diversified
services company by acquiring and integrating existing solid waste collection,
disposal and recycling businesses, and by expanding its recently acquired
electronic security services business by internal growth and by making
additional acquisitions in that industry. Further, the Company currently
anticipates expanding the Company's operations outside of solid waste
management, electronic security services and related lines of business.
Management also plans to augment its growth strategy by expanding its existing
facilities and increasing marketing efforts related to securing additional
long-term contracts and additional volumes at its existing operations. See
"Acquisitions" for a further discussion.

The Company changed its name to Republic Industries, Inc. from Republic
Waste Industries, Inc. on November 28, 1995. The Common Stock of the Company is
traded on Nasdaq under the trading symbol "RWIN." The Company's principal
executive offices are located at 200 East Las Olas Boulevard, Suite 1400, Ft.
Lauderdale, Florida 33301, and its telephone number is (954) 627-6000.

3
<PAGE> 6

RECENT DEVELOPMENTS

On March 29, 1996, the Company announced that it had entered into
negotiations with AutoNation, Inc. ("AutoNation") regarding a possible
transaction valued at approximately $250,000,000 in which the Company would
acquire AutoNation.

In March 1996, the Company acquired substantially all of the
assets of Mid-American Waste Systems of Georgia, Inc. and affiliates
("Mid-American Georgia") for a purchase price of approximately $52,000,000.
At closing, the Company issued an aggregate of 1,700,000 shares of Common
Stock valued at approximately $46,750,000 and will settle the remaining
balance (after making certain closing adjustments), within 60 days using
additional shares of Common Stock or cash. Mid-American Georgia owns and
operates a landfill, provides solid waste collection and recycling services to
commercial, residential and industrial customers, and operates two transfer
stations, in certain areas of the greater metropolitan Atlanta, Georgia area.
The acquisition of Mid-American Georgia will be accounted for under the
purchase method of accounting.

In February 1996, the Company acquired, in merger transactions, all
of the outstanding shares of capital stock of Incendere, Inc. and certain
affiliated waste companies (collectively, "Schaubach") controlled by Dwight C.
Schaubach. Schaubach provides solid waste collection and recycling services to
residential, commercial and industrial customers in southeastern Virginia and
eastern North Carolina and provides transportation of medical waste throughout
the Mid-Atlantic states.

In February 1996, the Company acquired, in merger transactions, all
of the outstanding shares of capital stock of certain electronic security
companies known as Denver Burglar Alarm ("Denver Alarm"). Denver Alarm
provides installation, monitoring and maintenance services to residential and
commercial customers in Denver, Fort Collins, Boulder, Colorado Springs and
Pueblo, Colorado.

The Company issued an aggregate of 2,914,452 shares of Common Stock
for the Schaubach and Denver Alarm acquisitions, both of which will be
accounted for as pooling of interests business combinations.

4
<PAGE> 7

RISK FACTORS

An investment in the Shares being offered hereby involves a significant
degree of risk. In addition to the other information set forth in this
Prospectus, prospective purchasers of the Shares should consider carefully the
following factors in evaluating an investment in the Company.

Control Of The Company. H. Wayne Huizenga, Chairman of the Board and Chief
Executive Officer of the Company, Michael G. DeGroote, Vice Chairman of the
Board of the Company, Harris W. Hudson, a Director and the President of the
Company (and Mr. Huizenga's brother-in-law), and John J. Melk, a Director of the
Company, in the aggregate beneficially own directly and indirectly 41,078,720
shares of Common Stock (including shares beneficially owned by certain of
their spouses, with respect to which they each respectively disclaim
beneficial ownership, and including warrants and options exercisable within 60
days for an aggregate of 14,370,000 shares of Common Stock), as of March 31,
1996, or an aggregate of 42.1% of the issued and outstanding shares of Common
Stock as of such date assuming all of such warrants and options are exercised.
Although there is no agreement among any of Messrs. Huizenga, DeGroote, Hudson
or Melk to vote together on any matters submitted to a vote of the Company's
stockholders, if Messrs. Huizenga, Hudson, DeGroote and Melk exercise all of
such warrants and options and vote together, they would have the ability to
control the outcome of most matters submitted to a vote of the Company's
stockholders, especially with respect to the election of directors.

Dependence on Key Personnel. The Company believes that the experience and
success that its management team has had in operating and growing public and
private service companies, in general, and public and private companies in the
waste management industry, in particular, is important to the Company's future
success. However, there can be no assurance that its management team will have
the same success in operating and growing the Company as it has had with other
companies in the past. Furthermore, the Company has not entered into
non-competition agreements or employment agreements with any of Messrs.
Huizenga, Hudson or Gregory K. Fairbanks, the Company's Chief Financial Officer
and an Executive Vice President. The loss of the services of any of the members
of its management team, in general, or Mr. Huizenga in particular (whether such
loss is through resignation or otherwise), could have a material adverse effect
on the operations and future success of the Company.

Possible Depressing Effect of Future Sales of Common Stock. Future sales
of the Shares, or the perception that such sales could occur, could adversely
affect the market price of the Common Stock. There can be no assurance as to
when, and how many of, the Shares will be sold and the effect such sales may
have on the market price of the Common Stock. Since August 11, 1995, the Company
has registered for sale, from time to time on a continuous basis under several
shelf registration statements, by certain selling stockholders an aggregate of
80,972,053 shares of Common Stock, of which 18,145,000 shares were reserved for
issuance pursuant to certain outstanding options and warrants. These
registration statements cover, among other shares, 20,750,000 shares of Common
Stock issued in various private placements, and 29,513,138 shares of Common
Stock in various private business combination transactions, since July 1995.
Since August 11, 1995, to the knowledge of the Company, approximately 25% of
such shares have been sold into the public market under these shelf
registration statements. In addition, the Company intends to continue to
issue in the future Common Stock and/or options or warrants to purchase Common
Stock pursuant to exemptions from registration available under the Securities
Act in connection with certain of its acquisitions. Such securities are
subject to resale in accordance with the Securities Act and the regulations
promulgated thereunder. As such restrictions lapse or if such shares are
registered for sale to the public, such securities may be sold into the public
market. To facilitate the issuance of Common Stock in making acquisitions, the
Company is registering the Shares hereunder. In the event of the issuance and
subsequent resale of a substantial number of shares of Common Stock, or a
perception that such sales could occur, there could be a material adverse
effect on the prevailing market price of the Common Stock.

Dilution. The issuance of additional shares of Common Stock upon exercise
of outstanding and presently exercisable warrants, or upon the Company's
completion of any acquisitions and business combinations, may have a dilutive
effect on earnings per share and will have a dilutive effect on the voting
rights of the holders of Common Stock.

5
<PAGE> 8
Absence of Operating History in Possible New Lines of Business. Management
currently contemplates expanding the Company's operations outside of solid waste
management and related lines of business. Since August 28, 1995, the Company has
been operating in the electronic security services industry through the
acquisition of several companies which provide electronic security sales,
installation and monitoring services. The Company had no prior history of
operations in the electronic security services industry. There can be no
assurance that the Company will be successful in the electronic security
services industry or in any other industry which it enters. It may be
anticipated that the Company will enter into additional industries unrelated
to the solid waste services industry and if it does enter into any such
industries, there can be no assurances that it will achieve the results
anticipated by management.

Need for Substantial Additional Capital. The Company's current business
strategy is to act aggressively in growing as an integrated solid waste
management company by acquiring and integrating existing solid waste companies
and recycling businesses, and to expand its recently acquired electronic
security services business by internal growth and by making additional
acquisitions in that industry. Further, the Company currently anticipates
expanding the Company's operations outside of solid waste management, electronic
security services and related lines of business. Although the Company has
substantially no debt and has approximately $150 million in cash available for
general corporate purposes, and has a $250 million credit facility (which
presently has no outstanding borrowings), the Company believes that substantial
additional capital may be necessary to fully capitalize on acquisition and
expansion opportunities that may become available to the Company. However, there
can be no assurance that such additional financing will be available, or, in the
event that it is, that it will be available on terms acceptable to the Company.
In the event that such financing is not available or is not available in the
amounts or on terms currently contemplated by management, the implementation of
the Company's acquisition strategy could be materially and adversely affected.

Impediments to Completing Future Acquisitions. The Company's acquisition
strategy depends on its ability to identify and acquire appropriate solid waste
collection operations and landfills, electronic security systems businesses, and
other unrelated businesses, to integrate the acquired operations effectively
and to increase its market share. A number of the Company's competitors
for such acquisitions are larger, better known companies than the
Company with significantly greater financial resources. There can be no
assurance that the Company will be able to locate acquisition candidates in
markets or on terms the Company deems attractive, that any identified candidates
will be acquired, or that acquired operations will be effectively integrated to
realize expected efficiencies and economies of scale or prove profitable. The
completion of acquisitions requires the expenditure of sizeable amounts of
capital, and the intense competition among companies pursuing similar
acquisition strategies may increase capital requirements. The Company could be
forced to alter its strategy in the future if such candidates become unavailable
or too costly. As the Company continues to pursue its acquisition strategy in
the future, its financial position and results of operations may fluctuate
significantly from period to period.

Risks Associated with Acquisitions. Although the Company investigates each
business that it acquires, there may be liabilities that the Company fails or is
unable to discover, including liabilities arising from non-compliance with
environmental laws by prior owners, and for which the Company, as a successor
owner, may be responsible. The Company seeks to minimize the impact of these
liabilities by obtaining indemnities and warranties from the seller which may be
supported by deferring payment of a portion of the purchase price. However,
these indemnities and warranties, if obtained, may not fully cover the
liabilities due to their limited scope, amounts, or duration, the financial
limitations of the indemnitor or warrantor, or other reasons.

Environmental Regulation. The collection and disposal of solid waste,
operation of landfills and rendering of related environmental services are
subject to federal, state and local requirements which regulate health, safety,
the environment, zoning and land-use. Operating permits are generally required
for landfills and certain collection vehicles, and these permits are subject to
revocation, modification and renewal. Federal, state and local regulations vary,
but generally govern disposal activities and the location and use of facilities
and also impose restrictions to prohibit or minimize soil, air and water
pollution. In connection with landfills, it often may be necessary to expend
considerable time, effort and money to bring the Company's existing or acquired
facilities into compliance with applicable requirements and to obtain the
permits and approvals necessary to increase their capacity. In addition,
governmental authorities have the power to enforce

6
<PAGE> 9

compliance with these regulations and to obtain injunctions or impose fines in
the case of violations, including criminal penalties. These regulations are
administered by the United States Environmental Protection Agency (the "EPA")
and various other federal, state and local environmental and health and safety
agencies and authorities, including the Occupational Safety and Health
Administration of the United States Department of Labor. Certain of the
Company's waste disposal operations traverse state boundaries. Although such
operations currently constitute an immaterial portion of the Company's business,
their importance may increase as the Company completes future acquisitions. Such
operations could be adversely affected if the federal government or a state in
which a landfill is located limits or prohibits, imposes discriminatory fees on
or otherwise seeks to discourage the disposal, within state boundaries, of waste
collected outside of the state.

The Solid Waste Disposal Act ("SWDA"), as amended by the Resource
Conservation and Recovery Act of 1976, as amended ("RCRA"), and its
implementing regulations establish a framework for regulating the storage,
collection and disposal of non-hazardous solid wastes. They also require
states to develop programs to ensure the safe disposal of solid wastes in
sanitary landfills. Subtitle D establishes a framework for regulating the
disposal of municipal solid wastes. In the past, the Subtitle D framework has
left the regulation of non-hazardous waste storage, collection and disposal
largely to the states. However, in October 1991, the EPA promulgated a final
rule which imposes minimum federal comprehensive solid waste management
criteria and guidelines, including location restrictions, facility design and
operating criteria, closure and post-closure requirements, financial assurance
standards, groundwater monitoring requirements and corrective action standards,
many of which have not commonly been in effect or enforced in connection with
municipal solid waste landfills. All Subtitle D regulations are now in effect,
except for the financial assurance requirements which the EPA has deferred to
April 1, 1997. All of the Company's planned landfill expansions or new landfill
development projects have been engineered to meet or exceed Subtitle D
requirements. Operating and design criteria for existing operations have been
modified to comply with these new regulations. Compliance with Subtitle D
regulations has resulted in increased costs and may, in the future, require
expenditures in addition to other costs normally associated with the Company's
waste management activities.

Hazardous Substances Liability. The Comprehensive Environmental Response,
Compensation, and Liability Act of 1980, as amended ("Superfund" or "CERCLA"),
among other things, provides for the cleanup of sites from which there is a
release or threatened release of a hazardous substance into the environment.
CERCLA imposes liability for the costs of cleanup and for damages to natural
resources upon: (a) any person who currently owns or operates a facility or
site from which there is a release or threatened release of hazardous
substances; (b) any person who owned or operated such a facility or site at
the time hazardous substances were disposed of; (c) any person who by contract,
agreement or otherwise, arranged for the disposal or treatment (or for
transport for disposal or treatment) of hazardous substances owned or
processed by such person at such facility or site and (d) any person who
accepts or accepted hazardous substances for transport for treatment or
disposal at such a facility or site selected by such person. Liability under
CERCLA is not dependent upon the intentional disposal of "hazardous wastes."
It can be founded upon the release or threatened release, even as a result of
unintentional and non-negligent action, of thousands of "hazardous substances,"
including very small quantities of such substances. More than 20% of the sites
on the EPA's National Priorities List are solid waste landfills which
ostensibly never received any "hazardous wastes." Thus, even if the Company's
landfills have never received "hazardous wastes" as such, it is possible that
one or more hazardous substances may have come to be located at its landfills.
Because of the extremely broad definition of "hazardous substances," the same
is true of other properties which the Company may have owned or operated.
If there is a release or threatened release of hazardous substances from a
facility where the Company is an owner or operator, the Company could be
liable under CERCLA for the cost of cleaning up such hazardous substances at
the sites and for damages to natural resources, even if those substances were
deposited at the Company's facilities before the Company acquired or operated
them. CERCLA liability may also attach to the Company with regard to
non-Company owned or operated facilities where the Company arranged for
disposal or treatment of hazardous substances at, or transportation of
hazardous substances to, such a facility, or where the Company was the waste
transporter who selected such facility for treatment or disposal of hazardous
substances. The costs of a CERCLA cleanup can be very expensive. Given the
difficulty of obtaining insurance for environmental impairment liability, such
liability could have a material impact on the Company's business and financial
condition.

Possible Lack of Environmental Liability Insurance Coverage. The
majority of the Company's facilities currently carry site-specific pollution
legal liability insurance, which may provide coverage under certain
circumstances for pollution damage to third parties. In addition, the Company
has certain contractors' pollution liability insurance and professional
liability insurance, which may provide coverage under certain circumstances
for damage to third parties. However, both of these coverages are restrictive
in nature, as they are subject to certain exclusions and effective dates,
consistent with insurance industry requirements. In addition, such coverage
is subject to specific and aggregate limits which may not be sufficient to
cover claims, if they should arise. In certain prior years, consistent with
industry experience, the Company was not able to obtain broad pollution
insurance at reasonable costs and, therefore, carried only such coverage as
was required by regulatory

<PAGE> 10

permits. In addition, the extent of insurance coverage under certain forms of
policies has been the subject in recent years of litigation in which insurance
companies have, in some cases, successfully taken the position that certain
risks are not covered by such policies. If, in the absence of such insurance,
the Company were to incur liability for environmental damages of sufficient
magnitude, it could have a material adverse effect on the Company's business and
financial condition.

Risks of Pending and Future Legal Proceedings. In addition to the costs of
complying with environmental regulations, waste management companies will
continue to be involved in legal proceedings in the ordinary course of business.
Government agencies may seek to impose fines on the Company for alleged failure
to comply with laws and regulations or to deny, revoke or impede the renewal of
the Company's permits and licenses. In addition, such governmental agencies, as
well as surrounding landowners, may claim the Company is liable for
environmental damage. Citizen's groups have become increasingly active in
challenging the grant or renewal of permits and licenses, and responding to such
challenges has further increased the costs associated with permitting new
facilities or expanding current facilities. A significant judgment against the
Company, the loss of a significant permit or license or the imposition of a
significant fine could have a material adverse effect on the Company's financial
condition. The Company is currently a party to various legal proceedings as well
as environmental proceedings which have arisen in the ordinary course of its
business. No assurance can be given with respect to the outcome of these legal
and environmental proceedings and the effect such outcomes may have on the
Company. Unfavorable resolution of any matter individually or in the aggregate
could adversely affect the results of operations for the quarterly periods in
which they are resolved.

Seasonality. The Company believes that its collection and landfill
operations can be adversely affected by protracted periods of inclement weather
which could delay the development of landfill capacity or the transfer of waste
and/or reduce the volume of waste generated. There can be no assurance that
protracted periods of inclement weather will not have a material adverse effect
on the Company's future results of operations.

Competition in the Solid Waste Industry. The waste management industry
is highly competitive and requires substantial amounts of capital. Entry into
the industry and ongoing operations within the industry require substantial
technical, managerial and financial resources. The solid waste industry in
North America is led by three large national waste management companies,
several large second tier companies and numerous regional and local companies,
all of which contribute to the high level of competition that characterizes
the industry. Some of these companies have significantly greater financial and
operational resources and more established market positions than the Company.
In addition, the Company must often compete with municipalities that maintain
their own waste collection and landfill operations and often have financial
advantages due to the availability of tax revenues and tax-exempt financing.

Further, alternatives to landfill disposal (such as recycling, composting
and waste-to-energy) are increasingly competing with landfills. There also has
been an increasing trend at the state and local levels to mandate waste
reduction at the source and to prohibit the disposal of certain types of wastes,
such as yard wastes, at landfills. This may result in the volume of waste going
to landfills being reduced in certain areas, which may affect the Company's
ability to operate its landfills at their full capacity and/or affect the prices
that can be charged for landfill disposal services. In addition, most of the
states in which the Company operates landfills have adopted plans or
requirements which set goals for specified percentages of certain solid waste
items to be recycled. To the extent these are not yet in place, these recycling
goals will be phased in over the next few years.

Competition in the Electronic Security Service Industry. The security
alarm industry is highly competitive and highly fragmented. The Company's
electronic security services business competes with several large national
companies, as well as numerous smaller regional and local companies, in all of
its operations. Furthermore, new competitors are continuing to enter the
industry and the Company may encounter additional competition from such future
industry entrants. Certain of the Company's competitors have greater financial
and other resources than the Company. Given this competitive business
environment, there can be no assurance that the Company will be able to
compete effectively in the future.

8
<PAGE> 11

"False" Alarm Ordinances. The Company believes that approximately 95% of
alarm activations that result in the dispatch of police or fire department
personnel are not emergencies, and thus are "false" alarms. Significant concern
has arisen in certain municipalities about this high incidence of "false"
alarms. This concern could cause a decrease in the likelihood or timeliness of
police response to alarm activations and thereby decrease the propensity of
consumers to purchase or maintain alarm monitoring services. Recently, a trend
has emerged on the part of local governmental authorities to consider or adopt
various measures aimed at reducing the number of "false" alarms. Such measures
include (i) subjecting alarm monitoring companies to fines or penalties for
transmitting "false" alarms, (ii) licensing individual alarm systems and the
revocation of such licenses following a specified number of "false" alarms,
(iii) imposing fines on alarm subscribers for "false" alarms, (iv) imposing
limitations on the number of times the police will respond to alarms at a
particular location after a specified number of "false" alarms, and/or (v)
requiring further verification of an alarm signal before the police will
respond. Enactment of such measures could adversely affect the Company's
electronic security services business and operations.

Geographic Concentration of Company's Electronic Security Systems Business;
Risks of Expansion. The existing subscriber base of the Company's electronic
security systems business is geographically concentrated in certain
metropolitan areas primarily located in Florida and Colorado. Accordingly, the
performance of this business segment may be adversely affected by regional or
local economic conditions, in addition to regulation or other factors. The
Company may from time to time make acquisitions in regions outside of its
current operating areas. In order for the Company to expand successfully into a
new area, the Company must obtain a sufficient number, and density, of
subscriber accounts in such area to support the additional investment required
when expanding to a new geographic area. There can be no assurance that an
expansion into new geographic areas would generate operating profits.

9
<PAGE> 12

USE OF PROCEEDS

This Prospectus relates solely to Shares being registered for issuance from
time to time in connection with future acquisitions of other business,
properties or equity and/or debt securities in business combination
transactions. The Company will not receive any proceeds from the sale of such
Shares but will pay all expenses related to the registration of the Shares.

MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

The Company's Common Stock has been traded on Nasdaq under the symbol
"RWIN" since September 4, 1990. The following table sets forth, for the periods
indicated, the high and low closing sales prices for the Common Stock as quoted
on Nasdaq.

<TABLE>
<CAPTION>
QUARTER ENDED HIGH LOW
- ---------------------------------------------------------------------- ------- -------
<S> <C> <C>
1994:
March 31............................................................ $3 9/16 $ 2 3/4
June 30............................................................. 3 1/2 2 11/16
September 30........................................................ 3 9/16 3
December 31......................................................... 4 3 1/4
1995:
March 31............................................................ 4 1/16 3 1/8
June 30............................................................. 13 5/8 3 3/16
September 30........................................................ 26 1/16 13
December 31......................................................... 36 1/8 20
1996:
March 31............................................................ 34 26 3/4
June 30 (through April 2)........................................... 35 1/2 34 5/8
</TABLE>

On April 2, 1996, the closing price of Common Stock as reported by
Nasdaq was $34.625 per share. The number of record holders of the Common Stock
as of March 31, 1996, was 2,110.

Effective February 16, 1996, the Company voluntarily delisted the
Common Stock from the Toronto Stock Exchange (the "TSE") due to a lack of
trading volume on the TSE.

Since commencement of operations as a waste management and
environmental services company in December 1989, other than distributions to
former stockholders of acquired companies, the Company has not declared or paid
any cash dividends on its Common Stock and the Board of Directors does not
currently anticipate that the Company will pay cash dividends on its Common
Stock at any time in the foreseeable future.

10
<PAGE> 13

SUMMARY CONSOLIDATED FINANCIAL DATA

The following Summary Consolidated Financial Data should be read
in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations", the Company's Consolidated Financial
Statements and Notes thereto and other financial information included
elsewhere in this Prospectus.

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31,
----------------------------------------------------------
INCOME STATEMENT DATA: 1995 1994 1993 1992 1991
------ ------ ------ ------ ------
(In thousands, except per share data)
<S> <C> <C> <C> <C>
Revenue . . . . . . . . . . . . . . . . . . . . . $ 260,315 $ 187,111 $154,301 $134,440 $ 117,711

Income (loss) from continuing operations
before income taxes . . . . . . . . . . . . . . $ 36,684 $ 18,271 $ (1,286) $ 9,048 $ 6,055

Income (loss) from continuing operations . . . . $ 23,212 $ 14,432 $ (2,473) $ 6,962 $ 4,167

Earnings (loss) per common and common
equivalent share from continuing operations . . $ 0.35 $ 0.32 $ (0.05) $ 0.16 $ 0.11

Weighted average common and
common equivalent shares . . . . . . . . . . . 65,785 45,545 45,636 44,479 37,373

DECEMBER 31,
--------------------------------------------------------
BALANCE SHEET DATA: 1995 1994 1993 1992 1991
----- ----- ----- ----- -----
(In thousands)
<S> <C> <C> <C> <C> <C>
Working capital (deficiency) . . . . . . . . . . $142,891 $ (7,184) $ 1,226 $ 2,992 $ 14,885
Short-term debt, including current
maturities of long-term debt . . . . . . . . . $ - $ 10,035 $ 9,913 $ 9,222 $ 7,874
Long-term debt, net of current maturities . . . . $ - $ 37,995 $ 41,596 $ 30,086 $ 27,565
Stockholders' equity . . . . . . . . . . . . . . $436,387 $ 109,830 $ 96,305 $ 120,376 $ 119,426
Total assets . . . . . . . . . . . . . . . . . . $542,050 $ 242,365 $ 203,873 $ 190,068 $ 180,394
</TABLE>

See Notes 2, 5, 9 and 10 of Notes to Consolidated Financial
Statements included elsewhere in this Registration Statement for discussion of
business combinations, various equity transactions, the Distribution of the
hazardous waste services segment and restructuring charges and their effect
on comparability of year-to-year data. See "Market Price Of and Dividends On
the Registrant's Common Equity and Related Stockholder Matters" for a discussion
of the Company's dividend policy.

11
<PAGE> 14

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion should be read in conjunction with "Summary
Consolidated Financial Data" and the Company's Consolidated Financial
Statements and the Notes thereto.

BUSINESS COMBINATIONS

The Company's strategy is to aggressively grow its solid waste
services business by acquiring and integrating existing solid waste collection,
disposal and recycling businesses, and to expand its recently acquired
electronic security services business by internal growth and by making
additional acquisitions in that industry. Further, the Company currently
anticipates expanding its operations outside of solid waste management,
electronic security services and related lines of business, resulting in a more
diversified Company. The Company makes its decision to acquire or invest in
businesses based on financial and strategic considerations.

12
<PAGE> 15

Businesses acquired through December 31, 1995 and accounted for under
the pooling of interests method of accounting have been included retroactively
in the financial statements as if the companies had operated as one entity
since inception. Businesses acquired through December 31, 1995 and accounted
for under the purchase method of accounting are included in the financial
statements from the date of acquisition.

ACQUISITIONS COMPLETED DURING THE YEAR ENDED DECEMBER 31, 1995

In August 1995, the Company merged with Kertz Security Systems, Inc.
and Kertz Security Systems II, Inc. (collectively, "Kertz"), which provides
electronic security monitoring and maintenance predominantly in the South
Florida area. In October 1995, the Company merged with United Waste Service,
Inc. ("United") and Southland Environmental Services, Inc. ("Southland").
United provides solid waste collection, transfer and recycling services in the
Atlanta, Georgia metropolitan area, and Southland provides solid waste
collection services in the Northeast Florida area. In November 1995, the
Company merged with J.C. Duncan Company, Inc. and related companies ("Duncan"),
Garbage Disposal Service, Inc. ("GDS"), Fennell Container Company, Inc. and
several related companies (collectively, "Fennell") and Cana First Corporation
and several related companies (collectively, "Scott"). Duncan provides solid
waste collection and recycling services in the Dallas-Fort Worth metropolitan
area and throughout west Texas and also operates two landfills. GDS provides
solid waste collection and recycling services throughout western North Carolina.
Fennell is a full-service solid waste management company, providing services in
and around Charleston and Greenville, South Carolina and also owns a landfill.
Scott is an electronic security alarm company, providing monitoring and
maintenance services in Jacksonville, Orlando and Tallahassee, Florida, and
other metropolitan areas in the southeastern United States, including
Charlotte, North Carolina, Savannah, Georgia and Nashville, Tennessee. The
Company issued an aggregate of 18,127,984 shares of Common Stock for the
acquisitions of Kertz, United, Southland, Duncan, GDS, Fennell, and Scott
(collectively, the "Pooled Entities"). The acquisitions of the Pooled Entities
were accounted for under the pooling of interests method of accounting and,
accordingly, the Consolidated Financial Statements have been restated as if the
Company and the Pooled Entities had operated as one entity since inception.

In August 1995, the Company acquired all of the outstanding shares of
capital stock of Hudson Management Corporation and Envirocycle, Inc.
(collectively, "HMC"). The purchase price paid by the Company was approximately
$72,800,000 and consisted of 8,000,000 shares of Common Stock. HMC, as the
third largest solid waste management company in Florida, provides solid waste
collection and recycling services to commercial, industrial and residential
customers. This acquisition, as well as several other minor business
combinations from January 1, 1993 to December 31, 1995, have been accounted
for under the purchase method of accounting.

ACQUISITIONS COMPLETED SUBSEQUENT TO DECEMBER 31, 1995

In March 1996, the Company acquired substantially all of the assets of
Mid-American Georgia for a purchase price of approximately $52,000,000. At
closing, the Company issued an aggregate of 1,700,000 shares of Common Stock
valued at approximately $46,750,000 and will settle the remaining balance
(after taking into account closing adjustments) within 60 days using
additional shares of Common Stock or cash. Mid-American Georgia owns and
operates a landfill, provides solid waste collection and recycling services to
commercial, residential and industrial customers, and operates two transfer
stations, in certain areas of the greater metropolitan Atlanta, Georgia area.
The acquisition of Mid-American Georgia will be accounted for under the purchase
method of accounting.

In February 1996, the Company acquired, in merger transactions, all of
the outstanding shares of capital stock of Schaubach. Schaubach provides solid
waste collection and recycling services to residential, commercial and
industrial customers in southeastern Virginia and eastern North Carolina and
provides transportation of medical waste throughout the Mid-Atlantic states.

In February 1996, the Company acquired, in merger transactions, all of
the outstanding shares of capital stock of Denver Alarm. Denver Alarm provides
installation, monitoring and maintenance services to residential and commercial
customers in Denver, Fort Collins, Boulder, Colorado Springs and Pueblo,
Colorado.

The Company issued an aggregate of 2,914,452 shares of Common Stock to
acquire Schaubach and Denver Alarm both of which will be accounted for as
pooling of interests business combinations.

For further discussion of the Company's business combinations and
acquisition strategy, see "Acquisitions" under the heading "Business"
and Note 2 of Notes to Consolidated Financial Statements included elsewhere in
this Prospectus.

13
<PAGE> 16

RESULTS OF OPERATIONS

CONTINUING OPERATIONS

In 1994, the Company pursued a plan to exit the hazardous waste
services segment of the environmental industry. The plan provided for the
combination of the Company's hazardous waste services segment, Republic
Environmental Systems, Inc. ("RESI") and the distribution of the stock of RESI
to the Company's stockholders in 1995. The following discussion excludes the
operational activity and results of the hazardous waste services segment of the
Company, which are reflected in the Consolidated Financial Statements for all
periods presented as discontinued operations.

Revenue

The Company's revenue from its collection operations consists of fees
from residential, commercial and industrial customers. The Company's revenue
from landfill operations is comprised primarily of tipping fees charged to
third parties. The Company's revenue from its electronic security services
business results from monitoring contracts for security systems and fees
charged for the sale and installation of such systems.

The following table presents revenue data from the Company's different
industry segments for the years ended December 31:

<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Solid waste services . . . . . . . . . . . . $226,815 $161,237 $133,711
Electronic security services . . . . . . . . 33,500 25,874 20,590
-------- --------- --------
$260,315 $187,111 $154,301
======== ========= ========
</TABLE>

The increase in revenue from the solid waste services segment for 1995
is primarily a result of the acquisition of HMC and other businesses, as well
as internal growth and increased volume at existing operations. The increase
for 1994 is primarily attributable to internal growth. The increases in
revenue from the electronic security services segment for 1995 and 1994 are
principally a result of an aggressive expansion plan targeted at generating new
monitoring business.

Operating Costs and Expenses

Cost of operations for the Company's collection operations is variable
and includes disposal, labor, fuel and equipment maintenance costs. Landfill
cost of operations includes most daily operating expenses, the legal and
administrative costs of ongoing environmental compliance, costs of capital for
cell development and accruals for closure and post-closure costs. Certain
direct landfill development costs, such as engineering, upgrading, cell
construction and permitting costs, are capitalized and depleted based on
consumed airspace. All indirect landfill development costs, such as executive
salaries, general corporate overhead, public affairs and other corporate
services are expensed as incurred. Cost of operations for the Company's
electronic security services business primarily consists of the labor and
equipment associated with the sale, installation and monitoring of security
systems.

The following table sets forth the Company's total cost of operations
and selling, general and administrative expenses as percentages of total
revenue for the years ended December 31:

<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Cost of operations . . . . . . . . . . 65% 66% 68%
Selling, general and administrative . . 21% 22% 25%
</TABLE>

Cost of operations was $169,559,000, $123,877,000 and $104,720,000 for
the years ended December 31, 1995, 1994 and 1993, respectively. The increases
are consistent with the increases in revenue for such periods. The decreases in
cost of operations as a percentage of revenue for the years ended December 31,
1995 and 1994 are primarily a result of price increases and the implementation
of cost reduction measures.

14
<PAGE> 17

Selling, general and administrative expenses were $54,133,000,
$41,730,000 and $38,854,000 for the years ended December 31, 1995, 1994 and
1993, respectively. These increases primarily reflect the growth of the
Company's business through the acquisition of HMC and other businesses. The
decreases in selling, general and administrative expenses as a percentage of
revenue for the years ended December 31, 1995 and 1994 are largely due to the
Company's continued commitment to reduce and control such expenses by
implementing efficiencies within the Company's administrative functions.

Restructuring and Unusual Charges

In 1993, the Company recorded restructuring and unusual charges of
$10,040,000 based on the Company's reevaluation of its solid waste operations.
As a result of this reevaluation, the Company decided to terminate certain
contracts, close one of its facilities due to low waste volumes and abandon its
permitting effort at another facility because of limited market opportunity in
that area and delays in the permitting process. The write-off of property and
equipment and accumulated permitting costs associated with these facilities
were included in these restructuring and unusual charges. In addition, the
Company also reevaluated its exposure related to litigation and environmental
matters and provided additional accruals for the costs to defend or settle
certain litigation and environmental matters. For further discussion of the
restructuring and unusual charges, see Note 10 of Notes to Consolidated
Financial Statements.

Interest and Other Income

Interest and other income increased to $5,691,000 in 1995 from
$989,000 in 1994 due to the increase in the Company's cash investments resulting
from the proceeds from sales of Common Stock. For further discussion of the
sales of Common Stock, see "Liquidity and Capital Resources" and Note 5 of
Notes to Consolidated Financial Statements.

Interest Expense

Interest expense was $5,630,000, $4,222,000 and $2,685,000 for the
years ended December 31, 1995, 1994 and 1993, respectively. The increases are
primarily due to higher average outstanding borrowings used to fund internal
growth. All of the Company's outstanding borrowings were repaid during the
latter half of 1995.

Income Taxes

The Company's income tax provision for 1995 and 1994 was partially
offset by certain tax reserve adjustments resulting from tax planning
strategies employed by the Company, such as combining entities to reduce state
income taxes, claiming tax credits not previously claimed, recapturing taxes
previously paid by acquired companies and adjustments for the resolution of tax
matters in amounts more favorable than those originally estimated.
Additionally, the Company's 1994 income tax provision was offset by a decrease
in the valuation allowance related to the expected realization of deferred tax
assets generated as a result of restructuring and unusual charges incurred in
the fourth quarter of 1993. The valuation allowance was recorded in 1993 due
to the uncertainty surrounding the future utilization of such deferred tax
assets. For further discussion of income taxes, see Note 4 of Notes to
Consolidated Financial Statements.

ENVIRONMENTAL AND LANDFILL MATTERS

The Company provides for accrued environmental and landfill costs
which include landfill site closure and post-closure costs. Landfill site
closure and post-closure costs include costs to be incurred for final closure
of the landfills and costs for providing required post-closure monitoring and
maintenance of landfills. These costs are accrued based on consumed airspace.
The Company estimates its future cost requirements for closure and post-closure
monitoring and maintenance for its solid waste facilities based on its
interpretation of the technical standards of the EPA's Subtitle D regulations.
These estimates do not take into account discounts for the present value of
such total estimated costs. Environmental costs are accrued by the Company
through a charge to income in the appropriate period for known and anticipated
environmental liabilities.

The Company periodically reassesses its methods and assumptions used
to estimate such accruals for environmental and landfill costs and adjusts such
accruals accordingly. Such factors considered are changing regulatory
requirements, the

15
<PAGE> 18

effects of inflation, changes in operating climates in the regions in which the
Company's facilities are located and the expectations regarding costs of
securing environmental services.

DISCONTINUED OPERATIONS

In July 1994, the Company announced the contemplation of a plan to
exit the hazardous waste services segment of the environmental industry, and in
October 1994, the Board of Directors authorized management to pursue the plan,
subject to final approval from the Board of Directors and the resolution of
certain legal and financial requirements. The plan provided for the
combination of the Company's hazardous waste services operations in its
wholly-owned subsidiary, RESI, and the distribution of the stock of RESI to the
stockholders of record of the Company.

In February 1995, the Board of Directors approved the plan of
distribution, and on April 26, 1995, the Company's stockholders received one
share of RESI's common stock for every five shares of Common Stock owned of
record on April 21, 1995. The Company has had no direct ownership interest in
RESI since the Distribution. The hazardous waste services segment of the
Company's business has been accounted for as a discontinued operation, and
accordingly, the accompanying Consolidated Financial Statements of the Company
for 1994 and 1993 have been restated to report separately the net assets and
operating results of these discontinued operations. For further discussion of
the Distribution, see Note 9 of Notes to Consolidated Financial Statements.

SEASONALITY

The Company's solid waste operations can be adversely affected by
extended periods of inclement weather, such as rain or snow, which could delay
the collection and disposal of waste, reduce the volume of waste generated or
delay the expansion of the Company's landfill sites. The Company's electronic
security services operations are not materially impacted by seasonality.

LIQUIDITY AND CAPITAL RESOURCES

As previously discussed, the Company will continue to pursue
acquisitions in the solid waste, electronic security services and other
selected industries and anticipates financing acquisitions with the proceeds
from the equity transactions mentioned below as well as through the issuance of
Common Stock. Management believes that the Company currently has sufficient
cash and access to the financial markets to fund current operations and make
acquisitions. However, substantial additional capital may be necessary to
fully implement the Company's aggressive acquisition program. Accordingly, the
Company replaced its existing credit facility in December 1995 with a
substantially larger credit facility of $250,000,000, the proceeds from which
will be used, among other things, to make acquisitions and to expand the
Company's operations. However, there can be no assurance that any additional
financing will be available, or, in the event that it is, that it will be
available in the amounts or terms acceptable to the Company.

CASH FLOWS FROM OPERATING ACTIVITIES

The Company's net cash flows from operating activities increased
slightly during 1995 as a result of an increase in operating cash generated by
its ongoing business. The Company used its operating cash flows during 1995 to
repay existing indebtedness and make capital expenditures. The Company has in
the past made capital expenditures from cash on hand and operating cash flows
and anticipates continuing to do so in 1996.

CASH FLOWS FROM INVESTING ACTIVITIES

The Company made capital expenditures of approximately $48,885,000
during 1995 which included the purchase of new fixed assets, normal replacement
of older property and the expansion of landfill sites. The Company also made
expenditures of approximately $15,980,000 during 1995 related to the expansion
of its electronic security services business through new installations and
acquisitions of subscriber accounts. Management anticipates continuing to make
capital expenditures for new equipment, upgrading existing equipment and
facilities, the construction of new airspace and the installation of new
security systems. The Company expects that these expenditures may increase in
the future due to the internal growth of the Company and business combinations.

16
<PAGE> 19

CASH FLOWS FROM FINANCING ACTIVITIES

In August 1995, the Company issued and sold an aggregate of 8,350,000
shares of Common Stock and warrants to purchase an additional 16,700,000 shares
of Common Stock to Mr. Huizenga, Westbury (Bermuda) Ltd. (a Bermuda corporation
controlled by Michael G. DeGroote), Harris W. Hudson, and certain of their
assigns for an aggregate purchase price of approximately $37,500,000. The
warrants are exercisable at prices ranging from $4.50 to $7.00 per share. In
August 1995, the Company issued and sold an additional 1,000,000 shares of
Common Stock each to Mr. Huizenga and John J. Melk, for $13.25 per share for
aggregate proceeds of approximately $26,500,000.

In July 1995, the Company sold 5,400,000 shares of Common Stock in a
private placement transaction for $13.25 per share resulting in net proceeds of
approximately $69,000,000 after deducting expenses, fees and commissions. In
September 1995, the Company sold 5,000,000 shares of Common Stock in an
additional private placement transaction for $20.25 per share resulting in net
proceeds of approximately $99,000,000.

As a result of these transactions, the Company received approximately
$232,000,000 in cash, a portion of which was used to repay all outstanding
borrowings resulting in no long-term debt outstanding at December 31, 1995.

FINANCIAL CONDITION

The Company believes that its financial condition is strong and
that it has the financial resources necessary to meet its anticipated financing
needs. In addition to cash provided by operating activities and proceeds from
the sales of Common Stock, the Company has availability under its new credit
facility to fund internal growth and take advantage of acquisition
opportunities.

WORKING CAPITAL

Working capital at December 31, 1995 amounted to $142,891,000 as
compared to a deficit of ($7,184,000) at December 31, 1994. The increase in
working capital is primarily the result of cash proceeds received from the
sales of Common Stock. The Company believes working capital may decline in
1996 to lower levels as additional capital is used for the continued growth and
expansion of the Company's business.

Accounts receivable at December 31, 1995 were $32,780,000 as compared
to $21,610,000 at December 31, 1994. The increase is primarily attributed to
the acquisition of HMC and internal growth within the Company.

Other current assets, which consists primarily of inventory and notes
receivable, were $10,980,000 at December 31, 1995 as compared to $5,043,000 at
December 31, 1994. The increase is due primarily to the acquisition of HMC.

Accounts payable and accrued liabilities were $33,791,000 at December
31, 1995 as compared to $21,452,000 at December 31, 1994. The increase is
primarily due to the acquisition of HMC and the internal growth of the
Company's business.

Deferred revenue consists primarily of proceeds from the factoring of
electronic security monitoring contracts by one of the Company's acquired
security businesses. The use of factoring was discontinued by the Company
subsequent to the date of acquisition. The current portion of deferred revenue
amounted to $23,532,000 at December 31, 1995 as compared to $12,255,000 at
December 31, 1994. The increase is primarily due to new installations of
electronic security devices and related monitoring contracts.

PROPERTY AND EQUIPMENT, NET

Property and equipment, net amounted to $187,461,000 at December 31,
1995 as compared to $134,506,000 at December 31, 1994. The increase is
attributed primarily to the acquisition of HMC and increased capital
expenditures resulting from internal growth and expansion.

17
<PAGE> 20

INVESTMENT IN SUBSCRIBER ACCOUNTS, NET

Investment in subscriber accounts, net represents capitalized direct
labor and material costs associated with the installation of new electronic
security systems and the cost of acquired subscriber accounts. Investment in
subscriber accounts, net increased $17,347,000 during 1995 due to growth in
electronic security system installations and acquisitions of subscriber
accounts.

INTANGIBLE ASSETS, NET

Intangible assets, net increased $84,266,000 during 1995 as a result
of the acquisition of HMC and other businesses during the year.

NET ASSETS OF DISCONTINUED OPERATIONS

Net assets of discontinued operations decreased to zero at December
31, 1995 from $20,292,000 at December 31,1994 due to the spin-off of the
hazardous waste services segment which was consummated in April 1995. For
further discussion of the spin-off, see Note 9 of Notes to Consolidated
Financial Statements.

LONG-TERM DEBT, INCLUDING CURRENT MATURITIES AND NOTES PAYABLE

Long-term debt, including current maturities and notes payable
decreased from $48,030,000 at December 31, 1994 to zero at December 31, 1995
due to the payoff of debt from the cash proceeds of sales of Common Stock.

STOCKHOLDERS' EQUITY

Stockholders' equity increased $326,557,000 during 1995 primarily due
to the sales of Common Stock and the acquisition of HMC and other businesses.

18
<PAGE> 21

BUSINESS

INTRODUCTION

In 1994, the Company discontinued its hazardous waste services
business through the distribution in April 1995 of that business segment to the
Company's stockholders (the "Distribution"). See "Discontinued Operations"
under the heading "Results of Operations" of Management's Discussion and
Analysis of Financial Condition and Results of Operations.

The Company was incorporated in Oklahoma in November 1980 and in
May 1991 changed its state of domicile from Oklahoma to Delaware by means of a
merger. The Company changed its name to Republic Industries, Inc. from Republic
Waste Industries, Inc. on November 28, 1995. The Company's common stock, $.01
par value per share, ("Common Stock") trades on the Nasdaq National Market tier
of the Nasdaq Stock Market ("Nasdaq") under the symbol "RWIN."

ACQUISITIONS

ACQUISITION STRATEGY

The Company will continue its strategy of growing as a diversified
services company by acquiring and integrating existing solid waste companies
and recycling businesses, and electronic security services businesses.
Further, management anticipates making acquisitions to expand the Company's
operations outside of solid waste management, electronic security services and
related lines of business, resulting in a more diversified company. Management
intends to evaluate various types of industries which generally are capital
intensive, fragmented and have relatively high profit margins or substantial
opportunities for growth, seek out strategic acquisition opportunities in such
industries and grow rapidly in such industries through further acquisitions,
consolidation and internal growth.

19
<PAGE> 22

In expanding its solid waste operations, management anticipates
focusing on acquiring waste collection companies that are in markets which can
utilize the Company's existing landfill facilities, as well as in markets with
attractive third party disposal fees. The Company also may consider acquiring
landfills with significant permitted disposal capacity and certain levels of
contracted waste volume. In addition, the Company may focus on what it believes
will be the growing number of municipalities seeking to sell landfills, form
joint ventures or offer management contracts to operate landfills in response
to the growing technical and capital resources required by increasingly
stringent federal, state and local regulations.

The Company generally targets acquisitions in markets where it will
be, or will have favorable prospects of becoming a significant provider of
integrated waste services in that market. The Company seeks to acquire
companies which have long-term contracts for solid waste collection and
hauling services in high growth markets. However, the Company is not limited
to these target market criteria, and as opportunities are identified, the
Company may acquire solid waste operations throughout North America.

In expanding its electronic security operations, the Company's
primary goal is to grow its customer base in the residential segment of the
business. The Company will target markets where it will be, or will have
favorable prospects of becoming a significant provider of electronic security
services. The Company seeks to acquire security companies in high growth
markets with strong recurring monthly revenues derived from monitoring
services. In addition, the Company will seek to achieve economies of scale
by acquiring security companies with accounts that can be monitored
through the Company's existing central monitoring stations. The Company intends
to retain local management and sales personnel, where appropriate.

The Company uses internal acquisition teams, its contacts in the
solid waste management and electronic security services industries and its
environmental service capabilities to identify, evaluate and acquire waste
management companies and electronic security services businesses in attractive
markets. Acquisition candidates are evaluated by the Company's internal
acquisition teams based on stringent criteria in a comprehensive process which
includes operational, legal and financial due diligence reviews.

RECENT ACQUISITIONS

Acquisitions Completed Subsequent to December 31, 1995. In March
1996, the Company acquired substantially all of the assets of Mid-American
Waste Systems of Georgia, Inc. and affiliates ("Mid-American Georgia") for a
purchase price of approximately $52,000,000. At closing, the Company issued an
aggregate of 1,700,000 shares of Common Stock valued at approximately
$46,750,000 and will settle the remaining balance (after taking into account
post-closing adjustments) within 60 days using additional Common Stock or
cash. Mid-American Georgia owns and operates a landfill, provides solid
waste collection and recycling services to commercial, residential and
industrial customers, and operates two transfer stations, in certain areas of
the greater metropolitan Atlanta, Georgia area. The acquisition of
Mid-American Georgia will be accounted for under the purchase method of
accounting.

In February 1996, the Company acquired, in merger transactions, all
of the outstanding shares of capital stock of Incendere, Inc. and certain waste
companies (collectively, "Schaubach") controlled by Dwight C. Schaubach.
Schaubach provides solid waste collection and recycling services to
residential, commercial and industrial customers in southeastern Virginia and
eastern North Carolina and provides transportation of medical waste throughout
the Mid-Atlantic states.

The Company issued an aggregate of 2,914,452 shares of Common Stock
for Schaubach and Denver Alarm both of which will be accounted for as pooling of
interests business combinations.

Acquisitions Completed During the Year Ended December 31, 1995. In
November 1995, the Company acquired, in a merger transaction, all of the
outstanding shares of capital stock of certain affiliated companies known as
Scott Security Systems ("Scott"). Scott provides electronic security
monitoring and maintenance to residential accounts in Jacksonville, Orlando
and Tallahassee, Florida,

20
<PAGE> 23

as well as other metropolitan areas in the southeastern United States,
including Charlotte, North Carolina, Savannah, Georgia and Nashville,
Tennessee.

In November 1995, the Company acquired, in merger transactions, all
of the outstanding shares of capital stock of Fennell Container Company, Inc.
and affiliates (collectively, "Fennell"). Fennell provides waste collection,
recycling and environmental services to commercial, industrial and residential
customers in and around Charleston and Greenville, South Carolina, and also
owns a landfill.

In November 1995, the Company acquired, in a merger transaction,
all of the outstanding shares of capital stock of Garbage Disposal Service,
Inc. ("GDS"). GDS provides solid waste collection and recycling services for
commercial, residential and industrial customers throughout western North
Carolina.

In November 1995, the Company acquired, in merger transactions, all
of the outstanding shares of capital stock of J.C. Duncan Company, Inc. and
affiliates (collectively, "Duncan"). Duncan provides solid waste collection
and recycling services to approximately 300,000 residential, commercial and
industrial customers in the Dallas-Fort Worth metropolitan area and throughout
west Texas, and also operates two landfills.

In October 1995, the Company acquired, in a merger transaction, all
of the outstanding shares of capital stock of Southland Environmental Services,
Inc. ("Southland"). Southland, through its subsidiaries, provides solid waste
collection services to residential, commercial and industrial customers in and
around Jacksonville, Florida, owns and operates a construction and demolition
landfill, and provides composting and recycling services.

In October 1995, the Company acquired, in a merger transaction, all
of the outstanding shares of capital stock of United Waste Service, Inc.
("United"). United provides solid waste collection, transfer and recycling
services in the Atlanta, Georgia metropolitan area and services both
residential and commercial customers.

In August 1995, the Company acquired, in merger transactions, all
of the outstanding shares of capital stock of Kertz Security Systems, Inc. and
Kertz Security Systems II, Inc. (collectively, "Kertz"). Kertz provides
electronic security monitoring and maintenance to residential and commercial
customers predominantly in the South Florida, Tampa and Orlando areas.

The Company issued an aggregate of 18,127,984 shares of Common
Stock for the acquisitions of Scott, Fennell, GDS, Duncan, Southland, United
and Kertz (collectively, the "Pooled Entities") which were accounted for as
pooling of interests business combinations.

In August 1995, the Company acquired, in merger transactions, all
of the outstanding shares of capital stock of Hudson Management Corporation and
Envirocycle, Inc. (collectively, "HMC") in exchange for an aggregate of
8,000,000 shares of Common Stock. HMC, as the third largest solid waste
management company in Florida, provides solid waste collection and recycling
services to commercial, industrial and residential customers. The acquisition
of HMC has been accounted for under the purchase method of accounting.

See Note 2 of Notes to Consolidated Financial Statements for
further discussion of business combinations.

OPERATIONS

CONTINUING OPERATIONS

Currently, the Company has organized its continuing operations into
two general industry segments: (1) solid waste services and (2) electronic
security services.

SOLID WASTE SERVICES

The Company's solid waste operations primarily consist of
collection, landfill, recycling and related environmental services.

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<PAGE> 24

Collection. The Company's solid waste collection operations are of
two types: industrial and commercial/residential. The Company's strategy is to
acquire collection operations within the service areas of its landfills, such
that the operations can provide a steady stream of solid waste to its
landfills, and in areas with stable, attractive third party disposal fees. The
Company provides collection service to over 780,000 residential, commercial and
industrial customers.

In its industrial collection operations, the Company supplies its
customers with large waste containers known as "roll-off" containers. The
Company collects the roll-off containers on a set schedule, and transports the
waste to a landfill. Services are provided to individual facilities on a
contract basis with terms ranging from a single pickup to a one-year term.

The Company's commercial and residential collection operations
involve the curbside collection of refuse from small containers into collection
vehicles for transport to landfills. Commercial customers generally are
serviced pursuant to individual contracts which generally have multi-year
terms. Residences generally are serviced pursuant to contracts which the
companies have with municipal governments for collection services in the
municipality. The Company's contracts generally are secured by competitive
bids (see " Competition" under the heading "Operations"). The Company
currently provides commercial and residential collection services in certain
areas of California, Florida, Georgia, Indiana, Maine, New Hampshire, North
Carolina, North Dakota, South Carolina, Virginia and Texas.

Landfills. The Company owns or operates thirteen solid waste
landfills with approximately 1,483 permitted acres and total available
permitted disposal capacity of approximately 59.1 million cubic in-place yards
as of December 31, 1995. The in-place capacity of the Company's landfills is
subject to change based on engineering factors and requirements of regulatory
authorities. Certain of the landfills accept nonhazardous special waste,
including utility ash, asbestos and contaminated soils. The majority of the
Company's landfill revenues are derived from long-term integrated disposal and
collection contracts with industrial customers and municipalities and disposal
contracts with certain third party collection companies. The following table
provides certain information regarding these landfills as of December 31, 1995:
<TABLE>
<CAPTION>
Unused
Total Permitted Permitted
Landfill Name Markets Served Acreage Acreage Acreage
------------- -------------- ------- ------- -------
<S> <C> <C> <C> <C>
Anderson . . . . . . . . . . . . . . . . . . . . Northern California 1,200 150 100
C&T Regional . . . . . . . . . . . . . . . . . . Rio Grande Valley, Texas 194 94 55
Cleveland Container . . . . . . . . . . . . . . . Southwest North Carolina 169 116 86
Republic/CSC . . . . . . . . . . . . . . . . . . North Central Texas 254 254 195
Republic/Imperial . . . . . . . . . . . . . . . . Southern California 160 120 89
Republic/Maloy . . . . . . . . . . . . . . . . . East Central Texas 389 270 204
Taymouth . . . . . . . . . . . . . . . . . . . . Central Michigan 138 43 19
Wabash Valley . . . . . . . . . . . . . . . . . . Northeast Indiana 103 56 16
St. John's . . . . . . . . . . . . . . . . . . . North Central North Dakota 150 40 33
Nine Mile Road . . . . . . . . . . . . . . . . . Northeast Florida 80 25 17
San Angelo . . . . . . . . . . . . . . . . . . . West Texas 283 283 133
Presidio . . . . . . . . . . . . . . . . . . . . West Texas 10 10 6
Pepperhill . . . . . . . . . . . . . . . . . . . Southeast South Carolina 37 22 22
----- ----- ---
3,167 1,483 975
===== ===== ===
</TABLE>

Each of the Company's existing landfill sites have the potential
for expanded disposal capacity beyond the currently permitted acreage. The
Company monitors the availability of permitted airspace at each of its
landfills and evaluates whether to pursue expansion at a given landfill based
on estimated future waste volumes, remaining capacity and likelihood of
obtaining expansion. Each of the Company's landfills currently has adequate
permitted capacity; however, the Company is currently seeking to expand
permitted capacity at its Wabash Valley and Nine Mile Road landfills in
connection with favorable design modifications.

Recycling. Management believes that recycling has become an
increasingly important component of most major market's solid waste management
plans as a result of the public's increasing environmental

22
<PAGE> 25

awareness and expanding federal and state regulations pertaining to waste
recycling. The Company currently provides recycling services through most of
its collection subsidiaries and has six recycling facilities located in
Florida, Georgia, South Carolina and North Carolina. The services provided by
the Company's collection subsidiaries include the curbside collection of
recyclable waste, and the provision of a variety of recycling services,
including the segregated collection of cardboard boxes and construction debris
for resale to paper manufacturers and others. In Florida, Georgia, South
Carolina and North Carolina, the Company receives certain types of commercial
and industrial solid waste, which is sorted at its facilities into recyclable
materials and non-recyclable waste; the recyclable materials are repackaged and
sold to third parties and the non-recyclable waste is disposed of at landfills
or incinerators. The Company also recycles yard waste and timber by-products in
Dallas and Houston, Texas and Jacksonville, Florida by composting these
materials and selling the end product to nurseries, landscape architects and
homeowners for landscape and gardening mulch.

Environmental Services. The Company provides selected
environmental remediation services relating to the cleanup and containment of
actual or threatened releases of hazardous materials into the environment on
both a planned and emergency basis. The Company's solid waste division provides
these services through three subsidiaries, Environmental Specialists, Inc.
("ESI") in Kansas City, Missouri, Laughlin Environmental, Inc. ("Laughlin") in
Houston, Texas and Fenn-Vac, Inc. in North Charleston, South Carolina. ESI and
Fenn-Vac, Inc. are EPA-approved emergency response contractors and provide
hazardous spill cleanup and other special services on a contract basis.
Laughlin provides a broad range of environmental services including remediation
and other technical services.

ELECTRONIC SECURITY SERVICES

The Company, through certain recently acquired businesses, is
engaged in the electronic security services business, which consists of the
sale, installation and maintenance of electronic security systems for
commercial and residential use, as well as the continuous electronic monitoring
of installed security systems. The Company sells and installs modern electronic
devices in its customers' businesses and residences to provide detection of
events, such as intrusion or fire. The Company purchases from various
manufacturers the components of the systems it sells, installs and maintains.
The products and services marketed in the electronic security services industry
by the Company and others range from basic residential systems that provide
entry and fire detection to sophisticated commercial systems incorporating
closed circuit television systems and access control. Detection systems may be
continuously monitored by centralized monitoring stations which are linked to
the customer through telephone lines. The Company operates two central
monitoring stations in Florida and one in Colorado, from which it monitors
over 127,000 businesses and residences predominantly in Florida and Colorado by
local and long distance telephone lines. Upon detecting an intrusion or other
event at a customer's business or residence, the central monitoring station
calls the customer and, if necessary, the local police, fire, ambulance or
other authorities.

DISCONTINUED OPERATIONS

On April 26, 1995, the Company completed the Distribution of its
hazardous waste services segment. The hazardous waste services segment of the
Company's business has been accounted for as a discontinued operation and,
accordingly, the accompanying Consolidated Financial Statements of the Company
for periods presented prior to the Distribution have been retroactively
restated to report separately the net assets and operating results of these
discontinued operations. For further discussion of the Distribution, see
"Discontinued Operations" under the heading "Results of Operations" of
Management's Discussion and Analysis of Financial Condition and Results of
Operations and Note 9 of Notes to Consolidated Financial Statements included
herein.

SALES AND MARKETING

For solid waste services, the Company's sales and marketing
strategy is to provide full service environmental management to its customers.
The Company targets potential customers of all sizes from small quantity
generators to large "Fortune 500" companies, as well as municipalities.

In expanding its electronic security operations, the Company's
primary goal is to grow its customer base in the residential segment of the
business. The Company will target markets where it will be, or the prospects
are favorable to increase its market share to become, a significant provider
of electronic security services.

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<PAGE> 26

The Company believes in providing quality services which will
enable it to maintain high levels of recurring revenue from its customers. The
Company derives its business from a broad customer base which the Company
believes will enable it to experience stable growth. Marketing efforts focus on
continuing and increasing business with existing customers, as well as
attracting new customers.

CUSTOMERS

The Company's sales efforts are directed toward establishing and
maintaining business relationships with residences and businesses in areas in
which the Company operates, which have ongoing requirements for one or more of
the Company's services. During 1995, no one customer individually comprised
more than 10% of the total revenue of the Company.

REGULATION

The collection and disposal of solid waste, operation of landfills
and rendering of related environmental services are subject to federal, state
and local requirements which regulate health, safety, the environment, zoning
and land-use. Operating permits are generally required for landfills and
certain collection vehicles, and these permits are subject to revocation,
modification and renewal. Federal, state and local regulations vary, but
generally govern disposal activities and the location and use of facilities and
also impose restrictions to prohibit or minimize air and water pollution. In
addition, governmental authorities have the power to enforce compliance with
these regulations and to obtain injunctions or impose fines in the case of
violations, including criminal penalties. These regulations are administered by
the EPA and various other federal, state and local environmental, health and
safety agencies and authorities, including the Occupational Safety and Health
Administration of the U.S. Department of Labor.

The Company strives to conduct its operations in compliance with
applicable laws and regulations, but believes that in the existing climate of
heightened legal, political and citizen awareness and concerns, companies in
the waste management and environmental services industry, including the
Company, may be faced with fines and penalties and the need to expend funds for
remedial work and related activities at landfills and other facilities. The
Company has established a reserve to cover any potential fines, penalties and
costs which management believes will be adequate. While such amounts expended
in the past or anticipated to be expended in the future have not had and are
not expected to have a materially adverse effect on the Company's financial
condition or operations, the possibility remains that technological, regulatory
or enforcement developments, the results of environmental studies or other
factors could materially alter this expectation.

The Company's operation of landfills subjects it to certain
operating, monitoring, site maintenance, closure and post-closure obligations.
In order to construct, expand and operate a landfill, one or more construction
or operating permits, as well as zoning approvals, must be obtained. These
operating permits and zoning approvals are difficult and time-consuming to
obtain, and the issuance of such permits and approvals often is opposed by
neighboring landowners and local and national citizens' groups. Once obtained,
the operating permits may be subject to periodic renewal and are subject to
modification and revocation by the issuing agency. In connection with the
Company's acquisition of existing landfills, it often may be necessary to
expend considerable time, effort and money to bring the acquired facilities
into compliance with applicable requirements and to obtain the permits and
approvals necessary to increase their capacity.

Governmental authorities have the power to enforce compliance with
regulations and permit conditions and to obtain injunctions or impose fines in
case of violations. Citizens' groups may also bring suit for alleged
violations. During the ordinary course of its operations, the Company may from
time to time receive citations or notices from such authorities that its
operations are not in compliance with applicable environmental or health or
safety regulations. Upon receipt of such citations or notices, the Company
will work with the authorities to attempt to resolve the issues raised. Failure
to correct the problems to the satisfaction of the authorities could lead to
monetary or criminal penalties, curtailed operations or facility closure.

Federal Regulation. The following summarizes the primary
environmental and safety-related federal statutes of the United States of
America affecting the business of the Company:

(1) The Solid Waste Disposal Act ("SWDA"), as amended by the
Resource Conservation and Recovery Act of 1976, as amended
("RCRA"). SWDA and its implementing regulations establish a
framework for regulating the

24
<PAGE> 27

handling, transportation, treatment and disposal of hazardous and
nonhazardous solid wastes. They also require states to develop
programs to ensure the safe disposal of solid wastes in sanitary
landfills.

Subtitle D of RCRA establishes a framework for regulating the
disposal of municipal solid wastes. In the past, the Subtitle D
framework has left the regulation of municipal waste disposal
largely to the states. On October 9, 1991, however, the EPA
promulgated a final rule which imposes minimum federal
comprehensive solid waste management criteria and guidelines,
including location restrictions, facility design and operating
criteria, closure and post-closure requirements, financial
assurance standards, groundwater monitoring requirements and
corrective action standards, many of which have not commonly been
in effect or enforced in connection with municipal solid waste
landfills.

All Subtitle D regulations are now in effect, except for the
financial assurance requirements which the EPA has deferred to
April 1, 1997. All of the Company's planned landfill expansions or
new landfill development projects have been engineered to meet or
exceed Subtitle D requirements. Operating and design criteria for
existing operations have been modified to comply with these new
regulations. Compliance with the Subtitle D regulations has
resulted in increased costs and, may in the future, require
expenditures in addition to other costs normally associated with
the Company's waste management activities.

(2) The Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended ("CERCLA"). CERCLA, among other
things, provides for the cleanup of sites from which there is a
release or threatened release of a hazardous substance into the
environment. CERCLA imposes liability for the costs of cleanup and
for damages to natural resources upon: (a) any person who currently
owns or operates a facility or site from which there is a release or
threatened release of hazardous substances; (b) any person who
owned or operated such a facility or site at the time hazardous
substances were disposed of; (c) any person who by contract,
agreement or otherwise, arranged for the disposal or treatment (or
for transport for disposal or treatment) of hazardous substances
owned or processed by such person at such facility or site and (d)
any person who accepts or accepted hazardous substances for
transport for treatment or disposal at such a facility or site
selected by such person. Under the authority of CERCLA and its
implementing regulations, detailed requirements apply to the manner
and degree of remediation of facilities and sites where hazardous
substances have been or are threatened to be released into the
environment.

Among other things, CERCLA authorizes the federal government
either to remediate sites at which hazardous substances were
disposed of and have been or are threatened to be released into the
environment, or to order (or offer an opportunity to) persons
potentially liable for the cleanup of the hazardous substances to
do so. In addition, CERCLA requires the EPA to establish a National
Priorities List ("NPL") of sites at which hazardous substances have
been or are threatened to be released and which require
investigation or cleanup.

Liability under CERCLA is not dependent upon the intentional
disposal of "hazardous wastes." It can be founded upon the release
or threatened release, even as a result of unintentional and
non-negligent action, of thousands of "hazardous substances,"
including very small quantities of such substances. More than 20%
of the sites on the NPL are solid waste landfills which ostensibly
never received any "hazardous wastes." Thus, even if the Company's
landfills have never received "hazardous wastes" as such, it is
possible that one or more hazardous substances may have come to be
located at its landfills. Because of the extremely broad definition
of "hazardous substances," the same is true of other properties
which the Company may have owned or operated. If there is a
release or threatened release of hazardous substances from a
facility where the Company is an owner or operator, the Company
could be liable under CERCLA for the cost of cleaning up such
hazardous substances at the sites and for damages to natural
resources, even if those substances were deposited at the
Company's facilities before the Company acquired or operated them.
CERCLA liability may also attach to the Company withregard to
non-Company owned or operated facilities where the Company
arranged for disposal or treatment of hazardous substances at, or
transportation of hazardous substances to, such a facility, or
where the Company was the waste transporter who selected such
facility for treatment or disposal of hazardous substances. The
costs of a CERCLA cleanup can be very expensive. Given the
difficulty of obtaining insurance for environmental impairment
liability, such liability could have a material impact on the
Company's business and financial condition. For a further
discussion, see "Liability Insurance and Bonding".

<PAGE> 28

(3) The Federal Water Pollution Control Act of 1972 (the
"Clean Water Act"). The Clean Water Act establishes a framework
for regulating the discharge of pollutants from a variety of
sources, including solid waste disposal sites, into streams, rivers
and other waters. Whenever point source runoff from the Company's
landfills is to be discharged into surface waters, the Act requires
the Company to apply for and obtain discharge permits, conduct
sampling and monitoring and, under certain circumstances, reduce
the quantity of pollutants in those discharges. In 1990, the EPA
published new storm water discharge regulations which require
landfills to apply for a storm water discharge permit unless they
are covered under a storm water general permit promulgated by the
agency. The new storm water discharge regulations also require a
permit for certain construction activities, which may affect the
Company's operations. If a landfill or transfer station discharges
wastewater through a sewage system to a publicly-owned treatment
works ("POTW"), the facility must comply with discharge limits
imposed by the POTW. In addition, states may adopt groundwater
protection programs under the Clean Water Act or Safe Drinking
Water Act that could affect solid waste landfills.

(4) The Clean Air Act. The Clean Air Act establishes a
framework for the federal, state and local regulation of the
emission of air pollutants. These regulations may impose emission
limitations and monitoring and reporting requirements on various of
the Company's operations, including landfills and refuse
collection trucks owned by the Company. The Clean Air Act
Amendments, which were enacted into law at the end of 1990,
resulted in the imposition of stringent requirements on many
activities that were previously largely unregulated, such as
emissions of solvents used in small parts in degreasing baths in
the Company's vehicle maintenance shops, as well as imposing more
stringent requirements on, among others, motor vehicle emissions.

On March 12, 1996, the EPA enacted a final rule implementing
standards of performance for new municipal solid waste landfills
and emission guidelines for existing municipal solid waste
landfills. The new rule was enacted to require certain municipal
solid waste landfills to control emissions to the level achievable
by the best demonstrated system of continuous emission reduction.
The new source performance standards established by the final rule
apply to municipal landfills that began construction or
modification, or first began to accept waste, on or after May 30,
1991. The enactment of this new rule will affect the Company's
existing landfill operations, and may result in increased costs at
these facilities.

(5) The Occupational Safety and Health Act of 1970 (the "OSH
Act"). The OSH Act authorizes the Occupational Safety and Health
Administration to promulgate occupational safety and health
standards. Various of these standards, including standards for
notices of hazardous chemicals and the handling of asbestos, apply
to the Company's operations.

State Regulation. Each state in which the Company operates has its
own laws and regulations governing solid waste disposal, water and air
pollution and, in most cases, releases and cleanup of hazardous substances and
liability for such matters. The states also have adopted regulations governing
the design, operation, maintenance and closure of landfills and transfer
stations. The Company's facilities and operations are likely to be subject to
many, if not all, of these types of requirements. In addition, the Company's
collection and landfill operations may be affected by the trend in many states
toward requiring the development of waste reduction and recycling programs. For
example, several states have enacted laws that will require counties to adopt
comprehensive plans to reduce, through waste planning, composting, recycling or
other programs, the volume of solid waste deposited in landfills. Additionally,
laws and regulations restricting the disposal of yard waste in solid waste
landfills have recently been promulgated in several states. Legislative and
regulatory measures to mandate or encourage waste reduction at the source and
waste recycling also are under consideration by Congress and the EPA.

Finally, with regard to its transportation operations, the Company
is subject to the jurisdiction of the Interstate Commerce Commission and is
regulated by the Department of Transportation and by regulatory agencies in
each state. Various states have enacted, or are considering enacting, laws
that restrict the disposal within the state of solid or hazardous wastes
generated outside the state. In May 1994, the Supreme Court ruled that local
flow control ordinances were an impermissible burden to interstate commerce,
and therefore, were unconstitutional. In response to the Supreme Court's
ruling, Congress is attempting to enact a national comprehensive flow control
bill. The national solid waste flow control bill, which was approved by the
Senate in May of 1995, is currently under consideration by the House Commerce
Committee. If the national solid waste flow control bill is enacted, and state
laws restricting the interstate disposal of solid

26
<PAGE> 29

waste are passed and upheld, such legislation could adversely affect the
Company's waste collection, transportation, and treatment and disposal
operations.

"False" Alarm Ordinances. The Company believes that approximately
95% of alarm activations that result in the dispatch of police or fire
department personnel are not emergencies, and thus are "false" alarms.
Recently, a trend has emerged on the part of local governmental authorities to
consider or adopt various measures aimed at reducing the number of "false"
alarms. Such measures include (i) subjecting alarm monitoring companies to
fines or penalties for transmitting "false" alarms, (ii) licensing individual
alarm systems and the revocation of such licenses following a specified number
of "false" alarms, (iii) imposing fines on alarm subscribers for "false"
alarms, (iv) imposing limitations on the number of times the police will
respond to alarms at a particular location after a specified number of "false"
alarms, and/or (v) requiring further verification of an alarm signal before the
police will respond. Enactment of such measures could adversely affect the
Company's electronic security services business and operations.

COMPETITION

Competition in the Solid Waste Industry. The waste management
industry is highly competitive and requires substantial amounts of capital.
Entry into the industry and ongoing operations within the industry require
substantial technical, managerial and financial resources. The solid waste
industry in North America is currently dominated by three solid waste
companies: WMX Technologies, Inc., Browning-Ferris Industries, Inc. and Laidlaw
Inc. Competition in the solid waste industry also comes from a number of
second tier national companies as well as numerous regional solid waste
companies. Some of the Company's competitors have significantly larger
operations and greater resources than the Company. In each of its solid waste
market areas, the Company competes for landfill business on the basis of
disposal fees (commonly known as "tipping fees"), geographical location and
quality of operations. The Company's ability to obtain landfill business may
be limited by the fact that some major collection companies also own or
operate landfills to which they send their waste.

Further, alternatives to landfill disposal (such as recycling,
composting and waste-to-energy) are increasingly competing with landfills.
There also has been an increasing trend at the state and local levels to
mandate waste reduction at the source and to prohibit the disposal of certain
types of wastes, such as yard wastes, at landfills. This may result in the
volume of waste going to landfills being reduced in certain areas, which may
affect the Company's ability to operate its landfills at their full capacity
and/or affect the prices that can be charged for landfill disposal services. In
addition, most of the states in which the Company operates landfills have
adopted plans or requirements which set goals for specified percentages of
certain solid waste items to be recycled. To the extent these are not yet in
place, it is anticipated that these recycling goals will be phased in over the
next few years.

In its collection business, in addition to national and regional
firms and numerous local companies, the Company may compete with those
municipalities that maintain waste collection or disposal operations. These
municipalities may have financial advantages due to the availability of tax
revenues and tax-exempt financing. The Company competes for collection accounts
primarily on the basis of price and the quality of its services. From time to
time, competitors may reduce the price of their services in an effort to expand
market share or to win a competitively bid municipal contract.

Competition in the Electronic Security Services Industry. The
security alarm industry is highly competitive and highly fragmented. The
Company's electronic security services business competes with several large
national companies, as well as smaller regional and local companies, in all of
its operations. Certain of the Company's competitors have greater financial and
other resources than the Company. Furthermore, new competitors are continuing
to enter the industry and the Company may encounter additional competition from
such future industry entrants.

LIABILITY INSURANCE AND BONDING

The nature of the Company's solid waste management business exposes
it to a significant risk of liability for legal damages arising out of its
operations. Such potential liability could involve, for example, claims for
cleanup costs, personal injury, property damage or damage to the environment in
cases where the Company may be held responsible for the escape of harmful
materials; claims of employees, customers or third parties for personal injury
or property damage occurring in the course of the Company's operations; or
claims alleging negligence or professional errors or omissions in the planning
or performance of work. The Company could also be subject to fines and civil
and criminal penalties in connection with alleged violations of regulatory
requirements. Because of the nature and scope of the possible damages,
liabilities imposed in environmental litigation can be significant. Although
the Company strives to operate safely and prudently and has

27
<PAGE> 30

substantial general and automobile liability insurance coverage, no assurance
can be given that the Company will not be exposed to uninsured liabilities
which would have a material adverse effect on its financial condition. The
majority of the Company's solid waste operations have environmental liability
insurance subject to certain limitations and exclusions with limits in excess
of those required by permit regulations; however, there is no assurance that
such limits would be adequate in the event of a major loss, nor is there
assurance that the Company will continue to carry environmental liability
insurance should market conditions in the insurance industry make such coverage
cost prohibitive. The Company carries commercial general liability insurance,
automobile liability insurance, workers' compensation and employer's liability
insurance and umbrella policies to provide excess limits of liability over the
underlying limits contained in the commercial general liability, automobile
liability and employer's liability policies, as well as property insurance.

In the normal course of business, the Company may be required to
post a performance bond or a bank letter of credit in connection with municipal
residential collection contracts, the operation, closure or post-closure of
landfills, certain remediation contracts and certain environmental permits.
Bonds issued by surety companies operate as a financial guarantee of the
Company's performance. To date, the Company has satisfied financial
responsibility requirements for regulatory agencies by making cash deposits,
obtaining bank letters of credit or by obtaining surety bonds.

EMPLOYEES

As of March 1996, the Company employed approximately 4,090 persons,
32 of whom were covered by collective bargaining agreements. The management of
the Company believes that it has good relations with its employees.

SEASONALITY

GEOGRAPHICAL CONCENTRATION

The existing subscriber base of the Company's electronic security
system business is geographically concentrated in certain metropolitan areas of
Florida and Colorado. Accordingly, their performance may be adversely
affected by regional or local economic conditions, regulation or other factors.

PROPERTIES

The Company's corporate headquarters are located at 200 East Las
Olas Boulevard, Suite 1400, Fort Lauderdale, Florida in leased premises.
Certain of the property and equipment of the Company and its subsidiaries are
subject to liens securing payment of portions of the Company's and its
subsidiaries' indebtedness. The Company and its subsidiaries also lease certain
of their offices and equipment. See Note 7 of Notes to Consolidated Financial
Statements for additional information with respect to leased properties. For
additional information regarding properties owned and operated by the Company,
see "Business".

LEGAL PROCEEDINGS

GENERAL CORPORATE PROCEEDINGS

G.I. Industries, Inc. On May 3, 1991, the Company filed an action
against GI Industries, Inc. ("GI"), Manuel Asadurian, Sr. and Mike Smith in the
United States District Court for the Central District of California (the
"Court"). The Company requested a declaratory judgment that it did not
anticipatorily breach a merger agreement (the "Merger Agreement") between the
Company and GI and that the Merger Agreement had been properly terminated. The
Company also sought to recover $600,000 from GI, plus interest and costs, with
respect to a certain financial guaranty provided by the Company in 1990 for
the benefit of GI. In response to the Company's action, GI filed a
counterclaim alleging that the Company breached the Merger Agreement and that
it had suffered damages in excess of $16,000,000. In August 1993, the Court
rendered a ruling that was favorable to the Company which GI
appealed. In March 1995, the United States Court of Appeals for the Ninth
Circuit at Pasadena, California (the "Court of Appeals") reversed in part

28
<PAGE> 31

and vacated in part the August 1993 decision and remanded the case for further
proceedings. The Court has commenced proceedings that may lead to a trial on
damages.

Subsequent to the commencement of the Company's litigation in this
matter, GI filed for protection under Chapter 11 of the Bankruptcy Code. The
Company is a secured creditor and anticipates a complete recovery of the
$600,000 it is owed from GI, plus interest and costs.

Western Waste Industries, Inc. ("Western") filed an action against
the Company and others on July 20, 1990 in the District Court of Harris
County, Texas alleging various causes of action including interference with
business relations and is seeking $24,000,000 in damages. The lawsuit stems
from Western's attempts to acquire Best Pak Disposal, Inc. The case is
currently scheduled for trial in May 1996.

The Company is also a party to various other general corporate
legal proceedings which have arisen in the ordinary course of its business.
While the results of these matters, as well as matters described above, cannot
be predicted with certainty, management believes that losses, if any, resulting
from the ultimate resolution of these matters will not have a material adverse
effect on the Company's business or consolidated financial position; however,
unfavorable resolution of each matter individually or in the aggregate could
affect the consolidated results of operations for the quarterly periods in
which they are resolved.

ENVIRONMENTAL MATTERS

Imperial Landfill Filter Waste Issue. In 1992, the Company
received notices from Imperial County, California (the "County") and the
Department of Toxic Substances Control ("DTSC," a department under the
California EPA) which alleged that spent filter elements (the "Filters")
from geothermal power plants which had been deposited at the Company's Imperial
Landfill for approximately five years were classified as hazardous waste under
California environmental regulations. Under United States EPA regulations, the
Filters are not deemed hazardous waste because waste associated with the
production of geothermal energy is exempt from the federal classification of
hazardous waste under 40 CFR Part 261.4(b)(5).

The Company is currently conducting active discussions with all
appropriate California regulatory agencies in order to obtain a variance under
California regulations to reclassify the Filters as a special waste so they may
be left in the landfill. If this occurs, the State, regional and local
regulatory agencies may nevertheless require that the affected area of the
landfill be capped and closed. In the event that the variance is not granted,
remedial measures may be required based on the Filters' classification as a
California hazardous waste. One of those measures could include the removal of
the Filters or the closure of a portion of the landfill.

In January 1994, the Company filed suit in the United States
District Court for the Southern District of California against the known past
and present owners and operators of the geothermal power plants, the Ormesa I,
IE, IH and II plants in Holtville, California, for all losses, fines and
expenses the Company incurs associated with the resolution of this matter,
including loss of airspace at the landfill, alleging claims for (i) CERCLA
response costs recovery, (ii)

29
<PAGE> 32

intentional misrepresentation, (iii) negligent misrepresentation, (iv)
negligence, (v) strict liability, (vi) continuing trespass, (vii) nuisance,
(viii) breach of contract and (ix) breach of implied covenant of good faith and
fair dealing. The Company seeks to recover actual expenses and punitive
damages. Discovery in this matter has been stayed until November 1996, at which
time the Company expects to be able to quantify more accurately the level of
damages it has suffered. The Company believes it will prevail, but no amounts
have been accrued for any recovery of damages.

Imperial Landfill Permit. The Imperial Landfill currently exceeds
its permitted daily tonnage capacity and is involved in negotiations with the
California Integrated Waste Management Board regarding expansion of its daily
tonnage capacity. Imperial Landfill received a notice of violation regarding
this issue in late 1989 and has since applied for a modification of its permit
to increase the allowed daily tonnage from 50 tons up to a maximum of 1,000
tons. Temporary written approval has been given by Imperial County, California
and the California Integrated Waste Management Board for the Company to
operate the landfill and for the landfill to receive in excess of 50 tons per
day while the permit modification is being reviewed.

The Company is also a party to various other environmental
proceedings related to its solid waste services operations which have arisen in
the ordinary course of its business. Although it is possible that losses
exceeding amounts already recorded may be incurred upon the ultimate resolution
of these matters, as well as the matters described above, management believes
that such losses, if any, will not have a material adverse effect on the
Company's business or consolidated financial position; however, unfavorable
resolution of each matter individually or in the aggregate could affect the
consolidated results of operations for the quarterly periods in which they are
resolved.

30
<PAGE> 33

MANAGEMENT

BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth below certain information with respect to
those individuals who serve as members of the Board of Directors and executive
officers of the Company.

<TABLE>
<CAPTION>
NAME AGE POSITION
- ------------------------------------------ --- ---------------------------------------------
<S> <C> <C>
H. Wayne Huizenga......................... 58 Chairman of the Board and Chief Executive
Officer
Michael G. DeGroote....................... 62 Vice Chairman of the Board
Harris W. Hudson.......................... 53 President and a Director
J.P. Bryan................................ 56 Director
Rick L. Burdick........................... 44 Director
John J. Melk.............................. 59 Director
George D. Johnson, Jr..................... 53 Director
Gregory K. Fairbanks...................... 42 Executive Vice President and Chief Financial
Officer
Donald E. Koogler......................... 46 Executive Vice President and Chief Operating
Officer
J. Ronald Castell......................... 58 Senior Vice President
Robert A. Guerin.......................... 52 Senior Vice President
Richard L. Handley........................ 49 Senior Vice President and General Counsel
Robert J. Henninger, Jr................... 47 Senior Vice President
</TABLE>

The Board of Directors currently consists of seven members. Directors are
elected to serve until the next annual meeting of the Company's stockholders, or
until their earlier death, resignation, or removal from office. Successors to
those directors whose terms have expired are required to be elected by
stockholder vote while vacancies in unexpired terms and any additional positions
created by board action are filled by action of the existing Board of Directors.
The executive officers named above were elected to serve in such capacities
until the next annual meeting of the Board of Directors, or until their
respective successors have been duly elected and have been qualified, or until
their earlier death, resignation, disqualification or removal from office. Mr.
Hudson is married to Mr. Huizenga's sister. Otherwise, there is no family
relationship between any of the directors and executive officers of Republic.

H. Wayne Huizenga has served as the Chairman of the Board and Chief
Executive Officer of the Company since August 3, 1995. Mr. Huizenga served as
the Vice Chairman of Viacom Inc. ("Viacom"), a diversified entertainment and
communications company, from September 1994 until October 1995. Mr. Huizenga
also served as the Chairman of the Board of the Blockbuster Entertainment Group,
a division of Viacom, from September 1994, at which time Viacom acquired
Blockbuster Entertainment Corporation ("Blockbuster") through a merger, until
October 1995. From April 1987 through September 1994, Mr. Huizenga served as the
Chairman of the Board and Chief Executive Officer of Blockbuster, during which
time he helped build Blockbuster into the world's largest video and music
retailer. Mr. Huizenga also served as the President of Blockbuster from April
1987 to June 1988. Mr. Huizenga also co-founded Waste Management, Inc., now
known as WMX Technologies, Inc. ("Waste Management"), the world's largest
integrated environmental services company, in 1971 and served in various
capacities, including the President, the Chief Operating Officer and a Director
from its inception until 1984. Mr. Huizenga also owns or controls the Miami
Dolphins, Florida Marlins and Florida Panthers professional sports franchises,
as well as Joe Robbie Stadium, in South Florida. In addition, Mr. Huizenga has
served as the Chairman of the Board of Extended Stay America, Inc., an economy
extended-stay lodging chain ("ESA"), since August 1995.

Michael G. DeGroote has served as the Vice Chairman of the Company since
August 3, 1995. Mr. DeGroote had served as the Chief Executive Officer of the
Company since May 1991, and had served as Senior Chairman of the Board of the
Company from May 1991 to August 1991. He served as Chairman of the Board and
President of the Company from August 1991 until August 3, 1995. Since April
1995,

31
<PAGE> 34

Mr. DeGroote has served as Chairman of the Board, President and Chief Executive
Officer of RESI. Mr. DeGroote owned a controlling interest in Laidlaw Inc.
("Laidlaw"), a Canadian company, from 1959 until he sold his interest in 1988.
Laidlaw is the third largest waste service company in North America and the
largest operator of school buses with over 28,000 vehicles. Mr. DeGroote
served as the Chairman of the Board and Chief Executive Officer of Laidlaw
from 1959 until June 1990, when he resigned from those positions to pursue
personal business matters. Mr. DeGroote has served as a Director of Gulf
Canada Resources Ltd. ("Gulf Canada") since May 1995, and a Director of RESI
since April 1995.

Harris W. Hudson has served as the President and a Director of the Company
since August 3, 1995. From May 21, 1995 until August 3, 1995, Mr. Hudson had
served as a consultant to the Company. Mr. Hudson founded and since inception in
1983 has served as Chairman of the Board, Chief Executive Officer and President
of HMC, which was acquired by the Company on August 3, 1995. From 1964 to 1982,
Mr. Hudson served as Vice President of Waste Management of Florida, Inc., a
subsidiary of Waste Management, and its predecessor.

J.P. Bryan has served as a Director of the Company since May 1991 and also
was a Director of the Company from August 1990 until March 1991. Since January
1995, Mr. Bryan has served as President and Chief Executive Officer of Gulf
Canada, which is engaged in oil and gas exploration and production. Since 1981,
Mr. Bryan has served as the Chairman of the Board and Chief Executive Officer of
Torch Energy Advisors Inc., a subsidiary of Torchmark Corporation, engaged in
the management of institutional holdings in energy-related fields and has, since
March 1990, held the same positions with Nuevo Energy Company, a company
involved in the oil and gas industry. Mr. Bryan also currently serves on the
Board of Directors of Bellweather Exploration Company, an oil and gas
exploration company.

Rick L. Burdick has been a Director of the Company since May 1991. Since
June 1995, Mr. Burdick has served as a Director of J. Ray McDermott, S.A. Mr.
Burdick is the sole shareholder of a professional corporation which is a partner
in the law firm of Akin, Gump, Strauss, Hauer & Feld, L.L.P., a limited
liability partnership including professional corporations.

John J. Melk has served as a Director of the Company since August 3, 1995.
Mr. Melk has been Chairman and Chief Executive Officer of H20 Plus Inc., a bath
and skin care product manufacturer and retail distrubutor, since 1988. Mr. Melk
has been a private investor in various businesses since March 1984 and prior to
March 1984, he held various positions with Waste Management and its
subsidiaries, including President of Waste Management International, plc., a
subsidiary of Waste Management. Mr. Melk also serves as a Director of
Psychemedics Corporation. From February 1987 until March 1989 and from May 1993
until September 1994, Mr. Melk served as a Director of Blockbuster. He also
served as the Vice Chairman of Blockbuster from February 1987 until March 1989.

George D. Johnson, Jr., has served as a Director of the Company since
November 27, 1995. Mr. Johnson presently is President, Chief Executive Officer
and a Director of ESA. From 1993 until 1995, Mr. Johnson served in various
executive positions with Blockbuster Entertainment Group and, prior to its
merger with Viacom, with Blockbuster, including as President of the Consumer
Products Division, and also as a Director of Blockbuster. From 1987 until 1993,
Mr. Johnson was the managing general partner of WJB Video, becoming the largest
Blockbuster franchisee with over 200 video stores prior to a merger with
Blockbuster in 1993. He is also a Director of Duke Power Company and of Viacom.

Gregory K. Fairbanks has served as an Executive Vice President and the
Chief Financial Officer of the Company since August 3, 1995. From May 21, 1995
until August 3, 1995, Mr. Fairbanks served as a consultant to the Company. From
September 1994 to May 21, 1995, Mr. Fairbanks was a consultant to Blockbuster
Entertainment Group. Mr. Fairbanks served as a Senior Vice President and the
Chief Financial Officer of Blockbuster from June 1992 through September 1994. He
also served as the Treasurer of Blockbuster from March 1993 until September
1994. From October 1980 until he joined Blockbuster in June 1992, Mr. Fairbanks
served in a number of finance related capacities for Waste Management
International, plc., the latest as Chief Financial Officer (from 1987 through
1992) and Executive Vice President (from 1991 through 1992). Prior to October
1980, Mr. Fairbanks was employed by Arthur Andersen & Co., an international
public accounting firm, for approximately four years.

32
<PAGE> 35

Donald E. Koogler has served as an Executive Vice President and the Chief
Operating Officer of the Company since May 1991. From May 1991 until August 3,
1995, Mr. Koogler also served as a Director of the Company. In September 1990,
Mr. Koogler founded K&K Investment and Consulting Services and served as its
President until May 1991. Mr. Koogler joined Laidlaw as a Vice President in 1985
and became an Executive Vice President in October 1987. Mr. Koogler also served
as Vice President of Waste Management from 1980 until 1985. Mr. Koogler has
been employed in the solid waste industry for over 25 years, in various
executive positions.

J. Ronald Castell joined the Company as a Vice President on August 3, 1995,
and was promoted to Senior Vice President on October 2, 1995. From September
1994 until joining the Company, he served as a consultant to Viacom. Prior to
that, Mr. Castell was Senior Vice President of Programming and Communications
for Blockbuster from August 1991 until September 1994 and was Senior Vice
President of Programming and Merchandising from February 1989 until August 1991.
From October 1985 to February 1989, he was Vice President of Marketing and
Merchandising at Erol's, then a chain of two hundred video stores headquartered
in the Washington, D.C. area.

Robert A. Guerin became Senior Vice President of the Company on August 3,
1995. From September 1994 until joining the Company, he served as a consultant
to Viacom. Prior to that, Mr. Guerin was Senior Vice President of Domestic
Franchising for Blockbuster from January 1992 until September 1994, was Senior
Vice President of Administration and Development for Blockbuster from October
1989 until December 1991, and was a Vice President of Blockbuster from March
1988 until October 1989. From March 1986 to March 1988, Mr. Guerin served as
Vice President and Region Manager of Waste Management of North America, Inc., a
subsidiary of Waste Management, where he was responsible for operations with
over 6,000 employees. From June 1982 to March 1986, he served as President of
Wells Fargo Armored Service Corp., a transporter of currency and valuables with
over 7,000 employees.

Richard L. Handley joined the Company on October 2, 1995 as a Senior Vice
President and the General Counsel. From June 1993 until joining the Company, he
was a principal of Randolph Management Group, Inc., a management consulting firm
specializing in the environmental industry. Prior to that, Mr. Handley was Vice
President, Secretary and General Counsel of The Brand Companies, Inc., an
environmental services company, from July 1990 until May 1993, Associate General
Counsel of Waste Management of North America, Inc. from January 1987 to June
1990, and legal counsel to Waste Management Energy Systems, Inc., a
waste-to-energy company, from September 1985 to January 1987, all of which
companies were affiliates or subsidiaries of Waste Management. Prior to
September 1985, Mr. Handley was a lawyer in private practice in Chicago,
Illinois.

Robert J. Henninger, Jr. has served as a Senior Vice President of the
Company since October 2, 1995. From September 1994 until joining the Company, he
served as a consultant to Viacom, and from July 1994 until September 1994, he
served as Senior Vice President and Chief Administrative Officer of Blockbuster.
Prior to July 1994, Mr. Henninger was employed by Arthur Andersen LLP, an
international public accounting firm, for 23 years, and had been Managing
Partner of the firm's Fort Lauderdale, Florida office since 1984.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board of Directors has established three committees, the Executive
Committee, the Audit Committee and the Compensation Committee. The Executive
Committee consisted of Messrs. DeGroote and Burdick until August 3, 1995, and
since that date has consisted of Messrs. Huizenga, Hudson and DeGroote. The
Executive Committee has full authority to exercise all the powers of the Board
of Directors between meetings of the Board of Directors, except as reserved by
the Board of Directors. The Executive Committee does not have the power to elect
or remove officers, approve a merger of the Company, recommend a sale of
substantially all of the Company's assets, recommend a dissolution of the
Company, amend the Company's By-laws or Certificate of Incorporation, declare
dividends on the Company's outstanding securities, or, except as expressly
authorized by the Board, issue any Common Stock or preferred stock. By action of
the Board of Directors on August 3, 1995, the Executive Committee has certain
limited authority to approve the issuance of Common Stock in connection with
certain types of mergers and acquisitions by the Company.

33
<PAGE> 36

The Audit Committee consisted of Messrs. Koogler, Bryan and Burdick until
August 3, 1995, and since that date has consisted of Messrs. Bryan, Burdick and
DeGroote. The Audit Committee has the power to oversee the retention,
performance and compensation of the independent public accountants for the
Company, and the establishment and oversight of such systems of internal
accounting and auditing control as it deems appropriate.

The Compensation Committee, which was established by the Board of Directors
in February 1993, consisted of Messrs. DeGroote and Burdick until August 3,
1995. From August 3, 1995 until February 12, 1996, the Compensation Committee
consisted of Messrs. Melk, DeGroote and Bryan and since that date has consisted
of Messrs. Melk, Johnson and Bryan. The Compensation Committee reviews the
Company's compensation philosophy and programs, exercises authority with
respect to the payment of salaries and incentive compensation to directors and
officers, and administers the Company's 1991 Stock Option Plan and 1995
Employee Stock Option Plan.

34
<PAGE> 37

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee was established by the Board of Directors in
February 1993 and Messrs. DeGroote and Burdick were appointed to the
Compensation Committee at that time. Mr. DeGroote was the Chairman of the Board,
President and Chief Executive Officer of the Company until August 3, 1995. On
August 3, 1995, the Board of Directors appointed Mr. DeGroote as its Vice
Chairman (a non-officer position), and appointed three of its non-employee
directors, Messrs. Melk, DeGroote and Bryan to the Compensation Committee.
Mr. DeGroote resigned from, and Mr. Johnson, also a non-employee director, was
appointed to, the Compensation Committee on February 12, 1996.

Mr. Burdick is the sole shareholder of a professional corporation which is
a partner in the law firm of Akin, Gump, Strauss, Hauer & Feld, L.L.P. which
renders legal services to the Company.

COMPENSATION TABLES

The following tables set forth information with respect to those persons
who (i) served as the Chief Executive Officer during the year ended December
31, 1995, and (ii) were the most highly compensated executive officers of the
Company at December 31, 1995 whose total annual salary and bonus exceeded
$100,000 for the year (collectively, the "Named Officers").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
------------------
SECURITIES
ANNUAL COMPENSATION UNDERLYING ALL
--------------------------------------- WARRANTS/OPTIONS OTHER
OTHER ANNUAL TO PURCHASE COMMON COMPEN-
NAME AND PRINCIPAL POSITION(5) YEAR SALARY BONUS COMPENSATION STOCK SATION
- ------------------------------------- ---- ---------- --------- ------------ ------------------ --------
<S> <C> <C> <C> <C> <C> <C>
H. Wayne Huizenga.................... 1995 -- -- -- 1,500,000 --
(Chairman and Chief Executive 1994 -- -- -- -- --
Officer)(1) 1993 -- -- -- -- --
Michael G. Degroote.................. 1995 -- -- -- 50,000 --
(Former Chairman, President and 1994 -- -- -- -- --
Chief Executive Officer)(2) 1993 -- -- -- -- --
Harris W. Hudson..................... 1995 $ 112,122 -- -- 401,010 --
(President)(3) 1994 -- -- -- -- --
1993 -- -- -- -- --
Donald E. Koogler.................... 1995 $ 232,967 -- -- 178,642 --
(Executive Vice President and 1994 $ 235,425(4) -- -- -- --
Chief Operating Officer) 1993 $ 228,752 -- -- 240,000 --
</TABLE>

- ---------------

(1) Mr. Huizenga's employment with the Company began August 3, 1995, and he is
not paid any cash salary or bonus.

(2) On August 3, 1995, Mr. DeGroote resigned his position of Chairman, President
and Chief Executive Officer and was appointed as Vice Chairman of the
Company. Mr. DeGroote did not receive any cash salary or bonus as an
officer of the Company.

(3) Mr. Hudson's employment with the Company began August 3, 1995.

(4) Mr. Koogler elected to defer the receipt of 1994 compensation totaling
$235,425 until January 1, 1997.

(5) Due to mid-year hirings and resignations, no other executive officer
received more than $100,000 in compensation in 1995.

35
<PAGE> 38

OPTION/WARRANT GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED ANNUAL
NUMBER OF % OF TOTAL RATES OF STOCK PRICE
SECURITIES OPTIONS/WARRANTS APPRECIATION FOR OPTION
UNDERLYING GRANTED TO TERM
OPTIONS/WARRANTS EMPLOYEES IN EXERCISE EXPIRATION -------------------------
NAME GRANTED FISCAL YEAR PRICE DATE 5% 10%
- --------------------------------- ---------------- ---------------- -------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
H. Wayne Huizenga................ 1,000,000 18.2% $24.75 August 2004 $13,640,000 $33,650,000
(Chairman and Chief Executive 500,000 9.1% $20.25 October 2005 $ 6,365,000 $16,150,000
Officer)
Michael G. DeGroote.............. 50,000 0.9% $24.75 August 2005 $ 742,000 $ 1,974,500
(Former Chairman, President and
Chief Executive Officer)
Harris W. Hudson................. 150,000 2.3% $3.875 May 2002 $ 236,627 $ 551,442
(President) 251,010 4.6% $24.75 August 2004 $ 3,423,776 $ 8,446,487
Donald E. Koogler................ 100,000 1.8% $3.875 May 2002 $ 156,000 $ 370,000
(Executive Vice President and 78,642 1.4% $24.75 August 2004 $ 1,072,677 $ 2,646,303
Chief Operating Officer)
</TABLE>

AGGREGATED OPTION/WARRANT EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/WARRANT VALUE

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/WARRANTS AT OPTIONS/WARRANTS AT DECEMBER
SHARES DECEMBER 31, 1995 31, 1995
ACQUIRED VALUE --------------------------- ----------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
H. Wayne Huizenga....................... -- -- 1,500,000 -- $19,312,500 --
(Chairman and Chief Executive Officer)
Michael G. DeGroote..................... -- -- 850,000 200,000 $22,268,750 $ 5,425,000
(Former Chairman, President and
Chief Executive Officer)
Harris W. Hudson........................ -- -- -- 401,010 -- $ 7,692,739
(President)
Donald E. Koogler....................... -- -- 120,000 238,642 $ 3,855,000 $ 6,047,053
(Executive Vice President and
Chief Operating Officer)
</TABLE>

EXECUTIVE WARRANTS

In 1991, the Board of Directors approved the issuance of warrants to Mr.
Koogler for the purchase of shares of Common Stock at an exercise price based on
the market price of Common Stock on the date of issuance (the "Executive
Warrants") as compensation for his continued service as an officer of Republic.
Mr. Koogler was required to execute a non-competition agreement in connection
with the Executive Warrants. The Executive Warrants issued to Mr. Koogler
granted him the right to purchase 300,000 shares of Common Stock at an exercise
price of $9.00 per share. Mr. Koogler's warrants vested in increments of 20% per
year over a five year period with the first 20% (or 60,000 warrants) having
vested May 31, 1992. In May 1993, Republic canceled the unvested portion of Mr.
Koogler's Executive Warrants (or 240,000 warrants) and re-issued to Mr. Koogler
Executive Warrants to purchase 240,000 shares of Common Stock at an exercise
price of $4.00 per share. The Executive Warrants granted in 1993 to Mr. Koogler
vest in increments of 25% per year over a four year period commencing on May
31, 1993. The Executive Warrants are exercisable, with respect to each portion
vested, for a period of four years following such vesting.

36
<PAGE> 39

1994 NON-EMPLOYEE DIRECTOR WARRANTS

In May 1994, the Board of Directors of the Company approved the issuance
of warrants to purchase 50,000 shares of Common Stock at an exercise price of
$2.69 per share to each of Messrs. Bryan and Burdick, each non-employee
directors of the Company, as compensation for continuing service on the Board
of Directors (the "Non-Employee Director Warrants"). The Non-Employee Director
Warrants vest over a five year period in increments of 20%, commencing on
May 31, 1995, are exercisable for a period of four years after vesting and
terminate on or about the termination of the non-employee director's service
as a director of the Company. On August 3, 1995, the Board of Directors
approved an amendment to the Non-Employee Director Warrants to accelerate the
vesting of all of the Non-Employee Director Warrants and make them immediately
exercisable in full. Such amendment to the Non-Employee Director Warrants
became effective upon approval of the Company's stockholders, which was
obtained on November 28, 1995.

CONSULTING AGREEMENTS

On May 21, 1995, the Company entered into Consulting Agreements with
Messrs. Hudson and Fairbanks pursuant to which such individuals provided
consulting services to the Company. In connection therewith, the Company granted
each of Messrs. Hudson and Fairbanks options to purchase 150,000 and 100,000
shares of Common Stock, respectively, at an exercise price of $3.875 per share,
under the Company's 1991 Stock Option Plan. These options vest at a rate of
one-third per year over a three-year period from the date of grant. On August 3,
1995, upon being appointed as officers of the Company, the Board of Directors
terminated the Consulting Agreements and amended the stock option grants to
allow Messrs. Hudson and Fairbanks' options to continue to vest through their
tenure of service as employees of the Company.

CHIEF EXECUTIVE OFFICER OPTIONS

On August 3, 1995, the Compensation Committee of the Board of Directors
approved a grant of options under the Company's 1991 Stock Option Plan to
purchase 1,000,000 shares of Common Stock exercisable at a price of $24.75 per
share, and on October 27, 1995, the Compensation Committee approved an
additional grant of options under the Company's 1995 Stock Option Plan to
purchase 500,000 shares of Common Stock exercisable at $20.25 per share, to Mr.
Huizenga for his services to be performed as Chairman and Chief Executive
Officer of the Company (the "CEO Options"). The CEO Options vested immediately
and are presently exercisable in full. Mr. Huizenga will not be paid any cash
salary or bonuses for his services to the Company, given his substantial
ownership position in the Company. Accordingly, any benefit realized by Mr.
Huizenga from his compensation arrangement will be derived solely from increases
in the value of the Common Stock of the Company, giving him an additional
incentive in the success of the Company.

NON-EMPLOYEE DIRECTOR STOCK OPTIONS

On August 3, 1995, the Board of Directors approved amendments to the 1995
Non-Employee Director Stock Option Plan of the Company (the "Director Plan")
principally to provide for an automatic grant of an option to purchase 50,000
shares of Common Stock to each member of the Board of Directors who becomes or
joins the Board as a non-employee director, and to further provide an additional
automatic grant of an option to purchase 10,000 shares of Common Stock on the
first day of each fiscal year thereafter to each non-employee director
continuing to serve on the Board at such dates. All options granted under the
Director Plan,

37
<PAGE> 40
as amended, will be fully vested and immediately exercisable in full. Under the
Director Plan, as amended, each automatic grant of options to a non-employee
director remains exercisable so long as such Director remains a member of the
Board, and are exercisable at a price per share equal to the market value of a
share of Common Stock on Nasdaq as of the date it was automatically granted. In
accordance with the Director Plan, as amended, on August 3, 1995, Messrs.
DeGroote and Melk each received an automatic grant of options to purchase 50,000
shares of Common Stock at an exercise price of $24.75 per share, on November 27,
1995, Mr. Johnson received an automatic grant of an option to purchase 50,000
shares of Common Stock at an exercise price of $24.50 per share, and on January
2, 1996, Messrs. Bryan, Burdick, DeGroote, Johnson and Melk each received an
automatic grant of options to purchase 10,000 shares of Common Stock at an
exercise price of $36.125 per share. The amendment to the Director Plan, and the
automatic grants made thereunder to Messrs. DeGroote, Melk and Johnson became
effective upon approval of the Company's stockholders, which was obtained on
November 28, 1995.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial
ownership of Common Stock as of March 31, 1996, by (i) each person who is
known by the Company to own beneficially 5% or more of Common Stock, (ii) each
director of the Company, (iii) each executive officer of the Company named in
the Summary Compensation Table and (iv) all directors and executive officers of
the Company as a group. Share amounts and percentages shown for each entity,
individual or group in the table are adjusted to give effect to shares of Common
Stock that are not outstanding but may be acquired by a person upon exercise of
all options and warrants exercisable by such entity, individual or group within
60 days of March 31, 1996. However, such shares of Common Stock are not deemed
to be outstanding for the purpose of computing the percentage of outstanding
shares beneficially owned by any other person.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED
NAME AND ADDRESS ------------------------
OF BENEFICIAL OWNER NUMBER PERCENT
- ---------------------------------------------------------------------- ---------- -------
<S> <C> <C>
H. Wayne Huizenga(1).................................................. 14,498,720 15.6%
200 South Andrews Avenue
Fort Lauderdale, Florida 33301
MGD Holdings Ltd.(2).................................................. 10,700,000 12.8%
Victoria Hall
11 Victoria Street
P.O. Box HM 1065
Hamilton, HMEX Bermuda
Westbury (Bermuda) Ltd.(3)............................................ 4,050,000 4.7%
Victoria Hall
11 Victoria Street
P.O. Box HM 1065
Hamilton, HMEX Bermuda
Michael G. DeGroote(4)................................................ 14,810,000 17.1%
Victoria Hall
11 Victoria Street
P.O. Box HM 1065
Hamilton, HMEX Bermuda
Harris W. Hudson(5)................................................... 9,850,000 1.2%
200 East Las Olas Boulevard, Suite 1400
Fort Lauderdale, Florida 33301
Gregory K. Fairbanks(6)............................................... 333,333 *
200 East Las Olas Boulevard, Suite 1400
Fort Lauderdale, Florida 33301
</TABLE>

38
<PAGE> 41

<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED
NAME AND ADDRESS ------------------------
OF BENEFICIAL OWNER NUMBER PERCENT
- ---------------------------------------------------------------------- ---------- -------
<S> <C> <C>
Donald E. Koogler(7).................................................. 214,000 *
200 East Las Olas Boulevard, Suite 1400
Fort Lauderdale, Florida 33301
J.P. Bryan(8)......................................................... 75,000 *
401 9th Avenue, S.W.
Calgary, Alberta, Canada T2P2H7
Rick L. Burdick(9).................................................... 60,000 *
1900 Pennzoil Place
711 Louisiana Street
Houston, TX 77002
John J. Melk(10)...................................................... 1,920,000 2.3%
676 North Michigan Ave., Suite 4000
Chicago, Illinois 60611
George D. Johnson, Jr.(11)............................................ 460,000 *
500 East Broward Boulevard, Suite 950
Fort Lauderdale, FL 33394
All directors and executive officers as a group (13 persons).......... 42,821,673 43.5%
</TABLE>

- ---------------

* Less than 1 percent

(1) The aggregate amount of Common Stock beneficially owned by Mr. Huizenga
consists of (a) 4,498,720 shares owned directly by him, (b) 500,000 shares
held by his wife, (c) presently exercisable warrants to purchase 4,000,000,
2,000,000 and 2,000,000 shares of Common Stock at exercise prices of $4.50,
$5.50 and $7.00 per share, respectively, and (d) vested options to purchase
1,000,000 and 500,000 shares of Common Stock at exercise prices of $24.75
and $20.25 per share, respectively. Mr. Huizenga disclaims beneficial
ownership of the shares held by his wife.

(2) The aggregate amount of Common Stock beneficially owned by MGD Holdings, a
Bermuda corporation controlled by Mr. DeGroote, consists of 10,100,000
shares directly owned by MGD Holdings. MGD Holdings also owns presently
exercisable Management Warrants to purchase up to 600,000 shares of Common
Stock at an exercise price of $9.00 per share.

(3) The aggregate amount of Common Stock beneficially owned by Westbury
(Bermuda) Ltd., a Bermuda corporation controlled by Mr. DeGroote
("Westbury"), consists of 1,350,000 shares owned directly by it and
presently exercisable warrants to purchase 1,350,000, 675,000 and 675,000
shares of Common Stock at exercise prices of $4.50, $5.50 and $7.00 per
share, respectively.

(4) The aggregate amount of Common Stock beneficially owned by Mr. DeGroote
consists of the shares beneficially owned by MGD Holdings and Westbury, and
vested options to purchase 50,000 and 10,000 shares of Common Stock at
exercise prices of $24.75 and $36.125 per share, respectively. Mr. DeGroote
is the sole stockholder, the President and a director of MGD Holdings and
Westbury.

(5) The aggregate amount of Common Stock beneficially owned by Mr. Hudson
consists of 8,600,000 shares owned directly by him and presently
exercisable warrants to purchase 600,000, 300,000 and 300,000 shares of
Common Stock at exercise prices of $4.50, $5.50 and $7.00 per share,
respectively and options exercisable within 60 days of March 31, 1996 to
purchase 50,000 shares of Common Stock at an exercise price of $3.875
per share.

(6) The aggregate amount of Common Stock to be beneficially owned by Mr.
Fairbanks consists of 100,000 shares owned by Mr. Fairbanks and his wife as
tenants by the entireties, 200,000 shares owned by Mr. Fairbanks
individually and options exercisable within 60 days of March 31, 1996 to
purchase 33,333 shares of Common Stock at an exercise price of $3.875 per
share.

(7) The aggregate amount of Common Stock beneficially owned by Mr. Koogler
consists of presently exercisable Executive Warrants to purchase 120,000
shares of Common Stock at an exercise price of $4.00 per share, Executive
Warrants exercisable within 60 days of March 31, 1996 to purchase 60,000
shares of Common Stock at an exercise price of $4.00 per share and options
exercisable within 60 days of March 31, 1996 to purchase 34,000 shares of
Common Stock at an exercise price of $3.875 per share.

(8) The aggregate amount of Common Stock beneficially owned by Mr. Bryan
consists of presently exercisable warrants to purchase 40,000 shares of
Common Stock at an exercise price of $2.69 per share

39
<PAGE> 42

and vested options to purchase 10,000 and 25,000 shares of Common Stock at
exercise prices of $36.125 and $10.25 per share, respectively.

(9) The aggregate amount of Common Stock beneficially owned by Mr. Burdick
consists of presently exercisable warrants to purchase 50,000 shares of
Common Stock at an exercise price of $2.69 per share, and vested options to
purchase 10,000 shares of Common Stock at an exercise price of $36.125 per
share.

(10) The aggregate amount of Common Stock beneficially owned by Mr. Melk
consists of (a) 800,001 shares owned by JJM Republic Limited Partnership,
of which Mr. Melk is the general partner and his three adult children are
limited partners, (b) 799,999 shares owned by JLM Republic Limited
Partnership, of which Mr. Melk's wife is the general partner and his three
adult children are limited partners, (c) vested warrants to purchase
100,000, 50,000 and 50,000 shares of Common Stock at exercise prices of
$4.50, $5.50 and $7.00 per share, respectively, (d) vested options to
purchase 50,000 and 10,000 shares of Common Stock at exercise prices of
$24.75 and $36.125 per share, respectively, and (e) 60,000 shares owned by
his wife. Mr. Melk disclaims beneficial ownership of the 799,999 owned by
JLM Republic Limited Partnership and of the 60,000 shares owned by his
wife.

(11) The aggregate amount of Common Stock beneficially owned by Mr. Johnson
consists of (a) 200,000 shares of Common Stock owned directly by him, (b)
presently exercisable warrants to purchase 100,000, 50,000 and 50,000
shares of Common Stock at exercise prices of $4.50, $5.50 and $7.00 per
share, respectively, and (c) vested options to purchase 50,000 and 10,000
shares of Common Stock at exercise prices of $24.50 and $36.125 per share,
respectively.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following is a summary of certain agreements and transactions between
or among the Company and certain related parties. It is the Company's policy to
enter into transactions with related parties on terms that, on the whole, are no
less favorable than those that would be available from unaffiliated parties.
Based on the Company's experience in the waste industry and the terms of its
transactions with unaffiliated parties, it is the Company's belief that all of
the transactions described below involving the Company met that standard at the
time such transactions were effected.

MANAGEMENT AGREEMENT AND MANAGEMENT WARRANTS

In June 1991, the Company entered into a management agreement (the
"Management Agreement") with MGD Holdings in which MGD Holdings provides
executive, operational and management services to the Company. Warrants dated as
of June 7, 1991, to purchase 1,150,000 shares of Common Stock were issued by the
Company to MGD Holdings at an exercise price of $9.00 per share (the "Management
Warrants") for services to be rendered pursuant to the Management Agreement. In
1992, Management Warrants to purchase 150,000 shares of Common Stock were
assigned by MGD Holdings to a former employee of MGD Holdings who is currently
an unrelated third party. The Management Warrants vest at the rate of 20% per
year over a five year period. Currently, Management Warrants to purchase 800,000
shares of Common Stock have vested. The Management Warrants are exercisable,
with respect to each portion vested, for a period of four years following such
vesting. On March 11, 1996, MGD Holdings exercised certain of such vested
Management Warrants to purchase 200,000 shares of Common Stock. The Management
Agreement may be terminated by either party under certain circumstances. Mr.
Huizenga, the Company's Chairman and Chief Executive Officer since August 3,
1995, has the authority to cause the Company to terminate the Management
Agreement. In the event of termination of the Management Agreement by the
Company, the holder will become vested in all remaining Management Warrants;
however, in the event of termination by MGD Holdings, the holder will forfeit
all remaining unvested Management Warrants. The Management Warrants also fully
vest in the event of the death or incapacity of Mr. DeGroote, the President
and sole stockholder of MGD Holdings, or the loss of effective control of the
Company by MGD Holdings.

TRANSACTIONS AND OTHER EVENTS

Until November 1, 1995, Mr. Hudson indirectly owned 5 parcels of real
property in various locations in Florida which were leased to various
subsidiaries of HMC, a subsidiary of the Company. Such leases were

40
<PAGE> 43

entered into several years prior to the August 3, 1995 acquisition of HMC by the
Company. Total lease payments aggregated approximately $27,000 per month. In
October 1995, the Company commissioned independent appraisals of each parcel. On
October 27, 1995, the Company's Board of Directors, absent Mr. Hudson, reviewed
the resulting appraisal reports and considered the alternatives available to the
Company, including purchasing one or more of the appraised parcels indirectly
from Mr. Hudson at their appraised value, continuing to lease one or more of
such parcels indirectly from Mr. Hudson or obtaining alternative parcels.
Following such review, the Board of Directors, absent Mr. Hudson, and with Mr.
Huizenga abstaining, approved the purchase of all 5 parcels for an aggregate
purchase price of $3.295 million, less debt assumed, which was the aggregate
appraised value of such parcels.

After August 3, 1995, the Company began making payments to Huizenga
Holdings, Inc. ("Holdings"), a corporation owned by Mr. Huizenga, for the
business use of certain aircraft owned by Holdings. In 1995, the Company made
payments to Holdings totaling $417,447 for the business use of such aircraft.
Also in 1995, Holdings made payments to the Company totalling $72,270 for the
business use of certain aircraft owned by the Company. The Company believes that
the terms of its use of the aircraft are more favorable to the Company than it
could have obtained from an unaffiliated party and expects to continue to use
the aircraft on such terms in the future.

DESCRIPTION OF CAPITAL STOCK

The First Amended and Restated Certificate of Incorporation of the Company,
as amended (the "Certificate of Incorporation"), authorizes capital stock
consisting of 350,000,000 shares of Common Stock, par value $.01 per share, and
5,000,000 shares of preferred stock, par value $.01 per share ("Preferred
Stock"). There were 81,044,571 shares of Common Stock, and no shares of
Preferred Stock, issued and outstanding as of March 21, 1996. The following
summary description of the capital stock of the Company is qualified in its
entirety by reference to the Certificate of Incorporation and Bylaws of the
Company, copies of which have been filed as exhibits to the Registration
Statement of which this Prospectus is a part.

Common Stock. The holders of shares of Common Stock have equal pro rata
rights to dividends if, as and when declared by the Company's Board of
Directors; do not have any preemptive subscription or conversion rights; and
have one vote per share on all matters upon which the stockholders of the
Company may vote at all meetings of stockholders. There are no redemption or
sinking fund provisions applicable to the Common Stock. The holders of the
Common Stock of the Company do not have cumulative voting rights. As a result,
the holders of a majority of the shares voting for the election of directors can
elect all the members of the Board of Directors.

Preferred Stock. No shares of Preferred Stock are currently outstanding.
The Board of Directors is authorized to divide the Preferred Stock into series
and, with respect to each series, to determine the dividend rights, dividend
rate, conversion rights, voting rights, redemption rights and terms, liquidation
preferences, the number of shares constituting the series, the designation of
such series and such other rights, qualifications, limitations or restrictions
as the Board of Directors may determine. The Board of Directors could, without
shareholder approval, issue Preferred Stock with voting rights and other rights
that could adversely affect the voting power of holders of Common Stock and such
stock could be used to prevent a hostile takeover of the Company. The Company
has no present plans to issue any shares of Preferred Stock.

Certificate of Incorporation and Bylaws. The Certificate of Incorporation
was amended on November 28, 1995 to (i) change the Company's name to Republic
Industries, Inc., and (ii) to eliminate all provisions relating to
classification of the members of the Board of Directors. The directors of the
Company are elected each year at the annual meeting of the stockholders for
terms of one year and until their successors are elected and qualified; existing
directors may nominate and elect qualified persons to fill vacancies on the
Board of Directors. The Company's Bylaws provide that directors may be removed
for cause by vote of two-thirds of the other directors or by vote of a majority
of stockholders, and may be removed without cause by the vote of a majority of
stockholders at a meeting called for such purpose.

41
<PAGE> 44

Transfer Agent and Registrar. The Transfer Agent and Registrar for the
Common Stock is First Interstate Bank of Texas, N.A.

PLAN OF DISTRIBUTION

The 2,578,678 shares of Common Stock covered by this Prospectus are
available for use in future acquisitions of other businesses, properties or
equity and/or debt securities in business combination transactions, which may
relate to businesses similar or dissimilar to the Company's businesses. The
consideration offered by the Company in such acquisitions in addition to the
shares of Common Stock offered by this Prospectus may include cash, debt or
other securities (which may be convertible into shares of Common Stock covered
by this prospectus), or assumption by the Company of liabilities of the business
being acquired, or a combination thereof. It is contemplated that the terms of
each acquisition will be determined by negotiations between the Company and the
management or the owners of the businesses or properties to be acquired or the
owners of the securities (including newly issued securities) to be acquired,
with the Company taking into account the quality of management, the past and
potential earning power and growth of the businesses, properties or equity
and/or debt securities to be acquired, and other relevant factors. It is
anticipated that shares of Common Stock issued in acquisitions will be valued at
a price reasonably related to the market value of the Common Stock at the time
the basic terms of the acquisition are tentatively agreed upon or at or about
the time or times of delivery of the shares.

With the consent of the Company, this Prospectus may also be used by
persons or entities who have received or will receive from the Company Common
Stock covered by this Prospectus in connection with acquisitions of businesses,
properties or securities and who may wish to sell such stock under circumstances
requiring or making desirable its use and by certain donees of such persons or
entities. The Company's consent to such use may be conditioned upon such persons
or entities agreeing not to offer more than a specified number of shares
following amendments to this Prospectus, which the Company may agree to use its
best efforts to prepare and file at certain intervals. The Company may require
that any such offering be effected in an organized manner through securities
dealers.

Sales by means of this Prospectus by persons other than the Company may be
made from time to time privately at prices to be individually negotiated with
the purchasers, or publicly through transactions on Nasdaq (which may involve
crosses and block transactions), other exchanges or in the over-the-counter
market, at prices reasonably related to market prices at the time of sale or at
negotiated prices. Broker-dealers participating in such transactions may act as
agent or as principal and may receive commissions from the purchasers as well as
from the sellers. The Company may indemnify any broker-dealer participating in
such transactions against certain liabilities, including liabilities under the
Securities Act. Profits, commissions and discounts on sales by persons who may
be deemed to be underwriters within the meaning of the Securities Act may be
deemed underwriting compensation under the Securities Act.

Stockholders may also offer shares of stock issued in past and future
acquisitions or purchased from the Company by means of prospectuses under other
registration statements or pursuant to exemptions from the registration
requirements of the Securities Act, including sales which meet the requirements
of Rule 144 or 145(d) under the Securities Act, and stockholders should seek the
advice of their own counsel with respect to the legal requirements for such
sales.

LEGAL MATTERS AND EXPERTS

The validity of the Shares offered hereby will be passed upon for the
Company by Akerman, Senterfitt & Eidson, P.A. Attorneys employed by Akerman,
Senterfitt & Eidson, P.A. beneficially owned an aggregate of 303,800 shares of
Common Stock as of the date of this Prospectus.

The consolidated financial statements, schedule and supplemental
consolidated financial statements for the Company as of December 31, 1995 and
1994, the combined financial statements of HMC as of September 30, 1994 and
1993, and the combined financial statements of Denver Alarm and Schaubach
as of December 31, 1995, appearing in this Prospectus and in the Registration
Statement have been audited by Arthur Andersen LLP,

42
<PAGE> 45
independent certified public accountants, to the extent and for the periods as
indicated in their reports with respect thereto. The financial statements and
schedule referred to above have been included herein in reliance upon authority
of said firm as experts in accounting and auditing in giving said reports.

43
<PAGE> 46

INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
AUDITED FINANCIAL STATEMENTS OF THE REGISTRANT
REPUBLIC INDUSTRIES, INC. AND SUBSIDIARIES
Report of Independent Certified Public Accountants.............................. F-3
Consolidated Balance Sheets as of December 31, 1995 and 1994.................... F-5
Consolidated Statements of Operations for the Years Ended December 31, 1995,
1994 and 1993.................................................................. F-6
Consolidated Statements of Stockholders' Equity for the Years Ended December 31,
1995, 1994 and 1993............................................................ F-7
Consolidated Statements of Cash Flows for the Years Ended December 31, 1995,
1994 and 1993.................................................................. F-8
Notes to Consolidated Financial Statements...................................... F-9
Supplemental Consolidated Balance Sheets as of December 31, 1995 and 1994....... F-23
Supplemental Consolidated Statements of Operations for the Years Ended
December 31, 1995, 1994 and 1993............................................... F-24
Supplemental Consolidated Statements of Stockholders' Equity for the Years Ended
December 31, 1995, 1994 and 1993............................................... F-25
Supplemental Consolidated Statements of Cash Flows for the Years Ended
December 31, 1995, 1994 and 1993............................................... F-26
Notes to Supplemental Consolidated Financial Statements......................... F-27
AUDITED FINANCIAL STATEMENTS OF ACQUIRED COMPANIES
HUDSON MANAGEMENT CORPORATION AND SUBSIDIARIES AND
ENVIROCYCLE, INC.
Report of Independent Certified Public Accountants.............................. F-41
Combined Balance Sheets as of June 30, 1995 (unaudited) and September 30, 1994
and 1993...................................................................... F-42
Combined Statements of Income for the Nine Months Ended June 30, 1995 and 1994
(unaudited) and the Years Ended September 30, 1994, 1993 and 1992.............. F-43
Combined Statements of Stockholders' Equity for the Years Ended September 30,
1994, 1993 and 1992............................................................ F-44
Combined Statements of Cash Flows for the Nine Months Ended June 30, 1995 and
1994 (unaudited) and the Years Ended September 30, 1994, 1993 and 1992......... F-45
Notes to Combined Financial Statements.......................................... F-46
THE DENVER FIRE REPORTER & PROTECTIVE CO.
AND AFFILIATE (The Dever Alarm Companies)
Report of Independent Certified Public Accountants.............................. F-54
Combined Balance Sheet as of December 31, 1995.................................. F-55
Combined Statement of Income and Retained Earnings for the Year Ended
December 31, 1995............................................................. F-56
Combined Statemet of Cash Flows for the Year Ended December 31, 1995............ F-57
Notes to Combined Financial Statements.......................................... F-58
INCENDERE, INC. AND AFFILIATES (The Schaubach Companies)
Report of Independent Certified Public Accountants.............................. F-61
Combined Balance Sheet as of December 31, 1995.................................. F-62
Combined Statement of Operations for the Year Ended December 31, 1995........... F-63
Combined Statement of Stockholders' Equity (Deficit) for the Year Ended
December 31, 1995............................................................. F-64
Combined Statement of Cash Flows for the Year Ended December 31, 1995........... F-65
Notes to Combined Financial Statements.......................................... F-66

</TABLE>

F-1
<PAGE> 47

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
UNAUDITED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL STATEMENT
Unaudited Condensed Consolidated Pro Forma Financial Statement.................. F-74
Unaudited Condensed Consolidated Pro Forma Statement of Operations for the Year
Ended December 31, 1995........................................................ F-75
Notes to Unaudited Condensed Consolidated Pro Forma Financial Statement......... F-76
</TABLE>

F-2
<PAGE> 48

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Stockholders and Board of Directors of Republic Industries, Inc.:

We have audited the accompanying consolidated balance sheets of Republic
Industries, Inc. (a Delaware corporation, formerly Republic Waste Industries,
Inc.) and subsidiaries as of December 31, 1995 and 1994, and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the three years in the period ended December 31, 1995. These
consolidated financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these consolidated
financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Republic Industries, Inc.
and subsidiaries as of December 31, 1995 and 1994, and the results of their
operations and their cash flows for each of the three years in the period ended
December 31, 1995 in conformity with generally accepted accounting principles.

We have also made a similar audit of the accompanying supplemental
consolidated balance sheets of Republic Industries, Inc. and subsidiaries as
of December 31, 1995 and 1994, and the related supplemental consolidated
statements of operations, stockholders' equity and cash flows for each of the
three years in the period ended December 31, 1995. These supplemental
consolidated financial statements give retroactive effect to the mergers with
The Denver Fire Reporter & Protective Co. and affiliate and Incendere, Inc.
and affiliates in February 1996, which have been accounted for as poolings of
interests as described in Note 1 to the supplemental consolidated financial
statements. These supplemental consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these supplemental consolidated financial statements based on
our audits.

F-3
<PAGE> 49

In our opinion, the supplemental consolidated financial statements referred
to above present fairly, in all material respects, the financial position of
Republic Industries, Inc. and subsidiaries as of December 31, 1995 and 1994, and
the results of their operations and their cash flows for each of the three years
in the period ended December 31, 1995, after giving retroactive effect to the
mergers with The Denver Fire Reporter & Protective Co. and affiliate and
Incendere, Inc. and affiliates as described in Note 1 to the supplemental
consolidated financial statements, all in conformity with generally accepted
accounting principles.

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
April 5, 1996.

F-4
<PAGE> 50

REPUBLIC INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

<TABLE>
<CAPTION>
December 31,
-----------------------------

ASSETS 1995 1994
---- ----
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 159,753 $ 10,031
Accounts receivable, less allowance for doubtful accounts of
$1,846 and $1,055, respectively . . . . . . . . . . . . . . . . . 32,780 21,610
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 3,251 2,559
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . 10,980 5,043
---------- ----------
TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . . . . . 206,764 39,243
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . 187,461 134,506
Investment in subscriber accounts, net of accumulated amortization
of $11,446 and $6,977, respectively . . . . . . . . . . . . . . . . . . . 41,540 24,193
Intangible assets, net of accumulated amortization of $7,356 and $3,212,
respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 99,871 15,605
Net assets of discontinued operations . . . . . . . . . . . . . . . . . . . . - 20,292
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,414 8,526
---------- ----------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . $ 542,050 $ 242,365
========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . $ 15,007 $ 11,777
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . 18,784 9,675
Current portion of deferred revenue . . . . . . . . . . . . . . . . 23,532 12,255
Current maturities of long-term debt and notes payable . . . . . . - 10,035
Current portion of accrued environmental and landfill costs . . . . 2,925 1,404
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . 3,625 1,281
---------- ----------
TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . . . . . 63,873 46,427
Long-term debt and notes payable, net of current maturities . . . . . . . . . - 37,995
Deferred revenue, net of current portion . . . . . . . . . . . . . . . . . . 18,012 20,353
Accrued environmental and landfill costs, net of current portion . . . . . . 8,386 8,244
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13,359 11,510
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,033 8,006
---------- ----------
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . 105,663 132,535
---------- ----------

COMMITMENTS AND CONTINGENCIES - -

STOCKHOLDERS' EQUITY
Preferred stock, par value $0.01 per share; 5,000,000 shares
authorized; none issued . . . . . . . . . . . . . . . . . . . . - -
Common stock, par value $0.01 per share; 350,000,000 and
100,000,000 shares authorized, respectively; 76,056,483 and
45,313,715 issued, respectively . . . . . . . . . . . . . . . . . 760 453
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . 398,485 105,586
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . 37,142 4,464
Notes receivable arising from stock purchase agreements . . . . . . - (673)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY . . . . . . . . . . . . . . . . . 436,387 109,830
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY . . . . . . . . . $ 542,050 $ 242,365
========== ==========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-5
<PAGE> 51

REPUBLIC INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------

1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . $ 260,315 $ 187,111 $ 154,301

Expenses:
Cost of operations . . . . . . . . . . . . . . . . 169,559 123,877 104,720
Selling, general and administrative . . . . . . . 54,133 41,730 38,854
Restructuring and unusual charges . . . . . . . . - - 10,040
----------- ---------- ----------
Operating income . . . . . . . . . . . . . . . . . . . . . 36,623 21,504 687

Interest and other income . . . . . . . . . . . . . . . . . 5,691 989 712
Interest expense . . . . . . . . . . . . . . . . . . . . . (5,630) (4,222) (2,685)
----------- ---------- ----------
Income (loss) from continuing operations before income
taxes . . . . . . . . . . . . . . . . . . . . . . . . . 36,684 18,271 (1,286)

Income tax provision . . . . . . . . . . . . . . . . . . . 13,472 3,839 1,187
----------- ---------- ----------
Income (loss) from continuing operations . . . . . . . . . 23,212 14,432 (2,473)

Discontinued operations:
Income (loss) from discontinued operations, net of
income tax benefit of $193, $0 and $210,
respectively . . . . . . . . . . . . . . . . . . . (293) 2,684 (14,579)
----------- ---------- ----------
Net income (loss) . . . . . . . . . . . . . . . . . . . . . $ 22,919 $ 17,116 $ (17,052)
=========== ========== ==========

Primary earnings (loss) per common and common equivalent
share:
Continuing operations . . . . . . . . . . . . . . $ 0.37 $ 0.32 $ (0.05)
Discontinued operations . . . . . . . . . . . . . - 0.06 (0.32)
----------- ---------- ----------
Net income (loss) . . . . . . . . . . . . . . . . $ 0.37 $ 0.38 $ (0.37)
=========== ========== ==========

Fully diluted earnings (loss) per common and common
equivalent share:
Continuing operations . . . . . . . . . . . . . . $ 0.35 $ 0.32 $ (0.05)
Discontinued operations . . . . . . . . . . . . . - 0.06 (0.32)
----------- ---------- ----------
Net income (loss) . . . . . . . . . . . . . . . . $ 0.35 $ 0.38 $ (0.37)
=========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-6

<PAGE> 52

REPUBLIC INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)

<TABLE>

Notes
Receivable
Arising
Retained From
Additional Earnings Stock
Common Paid-In (Accumulated Purchase
Stock Capital Deficit) Agreements
--------- ---------- -------------- ------------
<S> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1992 . . . . . . $ 454 $ 102,463 $ 12 ,398 $ (673)
Contributions to capital from pooled
entities . . . . . . . . . . . . . . - 2,890 - -
Distributions to former stockholders
of acquired companies . . . . . . - - (3,078) -
Other . . . . . . . . . . . . . . . . - (679) (418) -
Net loss . . . . . . . . . . . . . . . - - (17,052) -
------ ---------- ----------- --------
BALANCE AT DECEMBER 31, 1993 . . . . . . 454 104,674 (8,150) (673)
Distributions to former stockholders
of acquired companies . . . . . . . - - (4,520) -
Other . . . . . . . . . . . . . . . . (1) 912 18 -
Net income . . . . . . . . . . . . . . - - 17,116
------ ---------- ----------- --------
BALANCE AT DECEMBER 31, 1994 . . . . . . 453 105,586 4,464 (673)
Sales of common stock . . . . . . . . 208 231,823 - -
Stock issued in acquisitions . . . . 86 82,897 - -
Exercise of stock options and -
warrants, including tax benefit
of $4,068 . . . . . . . . . . . . . 14 13,360 -
Payments received on notes . . . . . . - - - 673
Reclassification of additional paid-in
capital to effect the spin-off . . . - (36,305) 36,305 -
Spin-off of Republic Environmental
Systems, Inc. . . . . . . . . . . . - - (23,579) -
Distributions to former stockholders
of acquired companies . . . . . . . - - (3,079) -
Other . . . . . . . . . . . . . . . . (1) 1,124 112 -
Net income . . . . . . . . . . . . . - - 22,919 -
------- ---------- ----------- --------
BALANCE AT DECEMBER 31, 1995 . . . . . $ 760 $ 398,485 $ 37,142 $ -
======= ========== =========== ========

</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-7
<PAGE> 53

REPUBLIC INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES OF CONTINUING OPERATIONS:
Income (loss) from continuing operations . . . . . . . . $ 23,212 $ 14,432 $ (2,473)
Adjustments to reconcile income (loss) from continuing
operations to net cash provided by continuing operations:
Restructuring and unusual charges . . . . . . . . . . - - 10,040
Depreciation, depletion and amortization . . . . . . . 20,999 18,130 14,435
Provision for doubtful accounts . . . . . . . . . . 1,204 721 811
Provision for accrued environmental and
landfill costs . . . . . . . . . . . . . . . . . . 400 377 215
Gain on the sale of equipment . . . . . . . . . . . . (347) (285) (148)
Changes in assets and liabilities, net of effects
from business acquisitions:
Accounts receivable . . . . . . . . . . . . . . . (5,582) (3,403) (2,765)
Prepaid expenses and other assets . . . . . . . . (3,273) (395) (2,307)
Accounts payable and accrued liabilities . . . . . (549) 2,263 (52)
Income taxes payable . . . . . . . . . . . . . . . 2,326 712 (772)
Deferred revenue and other liabilities . . . . . . . (13,593) (11,040) (2,801)
-------- -------- -------
Net cash provided by continuing operations . . . . . . 24,797 21,512 14,183
-------- -------- -------
CASH USED BY DISCONTINUED OPERATIONS . . . . . . . . . . . (261) (736) (4,360)
-------- -------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions, net of cash acquired . . . . . . (6,962) (4,776) (5,664)
Purchases of property and equipment . . . . . . . . . . (48,885) (21,217) (12,109)
Investment in subscriber accounts . . . . . . . . . . . (15,980) (17,512) (9,569)
Other . . . . . . . . . . . . . . . . . . . . . . . . . - (819) (2,233)
-------- -------- --------
Net cash used in investing activities . . . . . . . . . (71,827) (44,324) (29,575)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Sales of common stock . . . . . . . . . . . . . . . . . . 232,031 - -
Exercise of stock options and warrants . . . . . . . . . 9,306 - -
Capital contribution to Republic Environmental
Systems, Inc. . . . . . . . . . . . . . . . . . . . . . (2,520) - -
Payments of long-term debt and notes payable . . . . . . . (83,344) (16,474) (14,552)
Proceeds from long-term debt and notes payable . . . . . . 24,498 19,453 21,414
Proceeds from financing arrangements . . . . . . . . . . 24,747 27,070 15,473
Distributions to former stockholders of acquired
companies . . . . . . . . . . . . . . . . . . . . . . . (3,079) (4,520) (3,078)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . (4,626) (1,240) 615
--------- -------- --------
Net cash provided by financing activities . . . . . . . . 197,013 24,289 19,872
--------- -------- --------
INCREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . 149,722 741 120
CASH AND CASH EQUIVALENTS:
BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . 10,031 9,290 9,170
--------- -------- --------
END OF PERIOD . . . . . . . . . . . . . . . . . . . . $ 159,753 $ 10,031 $ 9,290
========= ======== ========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
statements.

F-8
<PAGE> 54

REPUBLIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(000'S OMITTED IN ALL TABLES EXCEPT PER SHARE AMOUNTS)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying Consolidated Financial Statements include the
accounts of Republic Industries, Inc. (formerly Republic Waste Industries,
Inc.) and its wholly-owned subsidiaries ("Republic" or the "Company"). All
significant intercompany accounts and transactions have been eliminated.
In 1994, the Board of Directors authorized management to pursue a plan to
distribute its hazardous waste services segment, Republic Environmental
Systems, Inc. ("RESI"), to Republic stockholders. Accordingly, as
discussed in Note 9, this segment has been accounted for as a discontinued
operation and the accompanying Consolidated Financial Statements for 1994
and 1993 presented herein have been restated to report separately the net
assets and operating results of these discontinued operations.

In order to maintain consistency and comparability between periods
presented, certain amounts have been reclassified from the previously
reported financial statements in order to conform with the financial
statement presentation of the current period.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses
during the reporting period. The most significant estimates made in the
preparation of the accompanying Consolidated Financial Statements are
estimated future cost requirements for closure and post-closure monitoring
and maintenance for the Company's solid waste facilities and estimated
customer lives utilized in amortizing the investment in subscriber accounts
with respect to the Company's electronic security services segment.
Although the Company believes its estimates are appropriate, changes in
assumptions utilized in preparing such estimates could cause these
estimates to change in the near term.

The accompanying Consolidated Financial Statements include the
financial position and results of operations of Kertz Security Systems II,
Inc. and Kertz Security Systems, Inc. (collectively, "Kertz"), with which
the Company merged in August 1995; United Waste Service, Inc. ("United")
and Southland Environmental Services, Inc. ("Southland"), with which the
Company merged in October 1995; and J.C. Duncan Company, Inc. and
affiliates ("Duncan"), Garbage Disposal Service, Inc. ("GDS"), Fennell
Container Co., Inc. and affiliates ("Fennell") and Scott Security Systems
and affiliates ("Scott"), with which the Company merged in November 1995.
These transactions were accounted for under the pooling of interests method
of accounting and, accordingly, the accompanying Consolidated Financial
Statements have been restated as if the Company and Kertz, United,
Southland, Duncan, GDS, Fennell and Scott (collectively, the "Pooled
Entities") had operated as one entity since inception. See Note 2 for
further discussion of these transactions.

OTHER CURRENT ASSETS. Other current assets consist primarily of
short-term notes receivable and inventories. Inventories consist
principally of equipment parts, compost materials and supplies and are
valued under a method which approximates the lower of cost (first-in,
first-out) or market. At December 31, 1995 and 1994, other current assets
included inventories of $3,794,000 and $3,360,000, respectively.

PROPERTY AND EQUIPMENT. Property and equipment are recorded at cost.
Expenditures for major additions and improvements are capitalized, while
minor replacements, maintenance and repairs are charged to expense as
incurred. When property is retired or otherwise disposed of, the cost and
accumulated depreciation are removed from the accounts and any resulting
gain or loss is reflected in current operations.

F-9
<PAGE> 55

REPUBLIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The Company revises the estimated useful lives of property and
equipment acquired through its business acquisitions to conform with its
policies regarding property and equipment. Depreciation is provided over
the estimated useful lives of the assets involved using the straight-line
method. The estimated useful lives are: twenty to forty years for
buildings and improvements, three to fifteen years for vehicles and
equipment and five to ten years for furniture and fixtures.

Landfills are stated at cost and are depleted based on consumed
airspace. Landfill improvements include direct costs incurred to obtain a
landfill permit and direct costs incurred to construct and develop the
site. These costs are depleted based on consumed airspace. No general
and administrative costs are capitalized as landfills and landfill
improvements.

A summary of property and equipment at December 31 is shown below:

<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Land, landfills and improvements . . . . . . . . . . $ 92,909 $ 84,864
Vehicles and equipment . . . . . . . . . . . . . . . 145,034 95,760
Buildings and improvements . . . . . . . . . . . . . 23,512 16,174
Furniture and fixtures . . . . . . . . . . . . . . . 7,907 6,496
--------- --------
269,362 203,294
Less accumulated depreciation, amortization
and depletion . . . . . . . . . . . . . . . . . . (81,901) (68,788)
--------- --------
$ 187,461 $134,506
========= ========
</TABLE>

INVESTMENT IN SUBSCRIBER ACCOUNTS, NET. Investment in subscriber
accounts, net consists of capitalized direct labor and material costs
associated with new monitoring contracts installed by the Company's electronic
security services business and the cost of acquired subscriber accounts.

The costs are amortized over periods ranging from eight to twelve
years based on the historical customer attrition rates. The amortization
method applies the attrition rate (converted to an estimated useful life) to
the entire net book value of the account base at the beginning of each period
adjusted for additions and divestitures during the period.

INTANGIBLE ASSETS. Intangible assets consist primarily of the cost of
acquired businesses in excess of the fair value of net tangible assets
acquired. The cost in excess of the fair value of net tangible assets is
amortized over the lesser of the estimated life or forty years on a
straight-line basis. Amortization expense related to intangible assets was
$2,241,000, $1,252,000 and $939,000 in 1995, 1994 and 1993, respectively.

The Company continually evaluates whether events and circumstances
have occurred that may warrant revision of the estimated useful life of
intangible assets or whether the remaining balance of intangible assets should
be evaluated for possible impairment. The Company uses an estimate of the
related undiscounted net income over the remaining life of the intangible
assets in measuring their recoverability.

DEFERRED REVENUE. Deferred revenue consists primarily of proceeds from
the factoring of electronic security monitoring contracts by one of the
Company's acquired security businesses. The use of factoring was discontinued
by the Company subsequent to the date of acquisition. Revenue is recognized
over the period services are provided.

F-10
<PAGE> 56

REPUBLIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED

ACCRUED ENVIRONMENTAL AND LANDFILL COSTS. Accrued environmental and
landfill costs include landfill site closure and post-closure costs. Landfill
site closure and post-closure costs include costs to be incurred for final
closure of the landfills and costs for providing required post-closure
monitoring and maintenance of landfills. These costs are accrued based on
consumed airspace. Estimated aggregate closure and post-closure costs are to
be fully accrued for these landfills at the time that such facilities cease to
accept waste and are closed. Excluding existing accruals at the end of 1995,
approximately $7,871,000 of such costs are to be expensed over the remaining
lives of these facilities. The Company estimates its future cost requirements
for closure and post-closure monitoring and maintenance for its solid waste
facilities based on its interpretation of the technical standards of the United
States Environmental Protection Agency's Subtitle D regulations. These
estimates do not take into account discounts for the present value of such
total estimated costs. Environmental costs are accrued by the Company through
a charge to income in the appropriate period for known and anticipated
environmental liabilities.

The Company periodically reassesses its method and assumptions used to
estimate such accruals for environmental and landfill costs and adjusts such
accruals accordingly. Such factors considered are changing regulatory
requirements, the effects of inflation, changes in operating climates in the
regions in which the Company's facilities are located and the expectations
regarding costs of securing environmental services.

As discussed in Note 7, the Company is involved in litigation and is
subject to ongoing environmental investigations by certain regulatory agencies,
as well as other claims and disputes that could result in additional litigation
which are in the normal course of business.

REVENUE RECOGNITION. The Company recognizes revenue in the period
services are provided or products are sold.

STATEMENTS OF CASH FLOWS. The Company considers all highly liquid
investments with purchased maturities of three months or less to be cash
equivalents. The effect of non-cash transactions related to business
combinations, as discussed in Note 2, and other non-cash transactions are
excluded from the Statements of Cash Flows.

FAIR VALUE OF FINANCIAL INSTRUMENTS. The book values of cash, trade
accounts receivable, trade accounts payable and financial instruments included
in other current assets and other assets approximate their fair values
principally because of the short-term maturities of these instruments. The
fair value of the Company's long-term debt is estimated based on the current
rates offered to the Company for debt of similar terms and maturities. Under
this method the Company's fair value of long-term debt was not significantly
different than the stated value at December 31, 1995 and 1994.

In the normal course of business, the Company has letters of credit,
performance bonds and other guarantees which are not reflected in the
accompanying Consolidated Balance Sheets. The Company's management believes
that the likelihood of performance under these financial instruments is minimal
and expects no material losses to occur in connection with these financial
instruments.

CONCENTRATIONS OF CREDIT RISK. Concentrations of credit risk with
respect to trade receivables are limited due to the wide variety of customers
and markets in which the Company's services are provided, as well as their
dispersion across many different geographic areas. As a result, at December
31, 1995, the Company does not consider itself to have any significant
concentrations of credit risk.

FUTURE ACCOUNTING PRONOUNCEMENTS. In March 1995, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standards
("SFAS") No. 121, "Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed Of", which requires adoption in 1996. SFAS
No. 121 establishes accounting standards for the impairment of long-lived
assets, certain identifiable intangibles, and goodwill related to those assets
to be held and used, and for long-lived assets and certain identifiable
intangibles to be disposed. The Company believes the adoption of SFAS No. 121
will not have a material effect on the Company's financial condition or results
of operations. In October 1995, the Financial Accounting Standards Board
issued SFAS No. 123, "Accounting for Stock-Based

F-11
<PAGE> 57
REPUBLIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

Compensation", which requires adoption in 1996. SFAS No. 123 requires that the
Company's financial statements include certain disclosures about stock-based
employee compensation arrangements and permits the adoption of a change in
accounting for such arrangements. Changes in accounting for stock-based
compensation are optional and the Company plans to adopt only the disclosure
requirements in 1996.

2. BUSINESS COMBINATIONS

Details of the results of operations of the Company and the Pooled
Entities for the periods prior to the combinations are as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------
1995 1994 1993
--------- --------- ---------
<S> <C> <C> <C>
Revenue:
The Company . . . . . . . . . . . . . . . . . . $ 87,167 $ 48,766 $ 41,095
Pooled Entities . . . . . . . . . . . . . . . . 173,148 138,345 113,206
--------- --------- ---------
$ 260,315 $ 187,111 $ 154,301
========= ========= =========
Net income (loss) :
The Company . . . . . . . . . . . . . . . . . . $ 8,794 $ 11,187 $ (18,484)
Pooled Entities . . . . . . . . . . . . . . . . 14,125 5,929 1,432
--------- --------- ---------
$ 22,919 $ 17,116 $ (17,052)
========= ========= =========
</TABLE>

In August 1995, the Company acquired all of the outstanding shares of
capital stock of Hudson Management Corporation and Envirocycle, Inc.
(collectively, "HMC"). The purchase price paid by the Company was
approximately $72,800,000 and consisted of 8,000,000 shares of Common Stock.
HMC, as the third largest solid waste management company in Florida, provides
solid waste collection and recycling services to commercial, industrial and
residential customers. This acquisition, as well as several other minor
business combinations from January 1, 1993 to December 31, 1995, have been
accounted for under the purchase method of accounting.

F-12
<PAGE> 58

REPUBLIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The Company's unaudited pro forma consolidated results of operations
for the years ended December 31, assuming the acquisition of HMC had occurred
at the beginning of each of the periods presented are as follows:

<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Revenue . . . . . . . . . . . . . . . . . . . . . . . $ 293,516 $ 235,114
========== ==========

Income from continuing operations before
income taxes . . . . . . . . . . . . . . . . . . . $ 38,058 $ 21,836
========== ==========

Net income from continuing operations . . . . . . . . $ 24,064 $ 16,642
========== ==========

Fully diluted earnings per common and common
equivalent share from continuing operations . . . . $ 0.34 $ 0.31
========== ==========

Weighted average common and common
equivalent shares . . . . . . . . . . . . . . . . 70,475 53,545
========== ==========

</TABLE>

The unaudited pro forma results of operations are presented for
informational purposes only and may not necessarily reflect the future results
of operations of the Company or what the results of operations would have been
had the Company owned and operated these businesses as of January 1, 1994.

The preliminary purchase price allocation for the HMC acquisition was
as follows:

<TABLE>
<S> <C>
Property and equipment . . . . . . . . . . . . . . . $ 16,910
Intangible assets . . . . . . . . . . . . . . . . . . 71,110
Working capital deficiency . . . . . . . . . . . . . (6,602)
Long-term debt assumed . . . . . . . . . . . . . . . (8,618)
---------
Common stock issued . . . . . . . . . . . . . . . . . $ 72,800
=========

</TABLE>

In February 1996, the Company acquired all of the outstanding capital
stock of certain electronic security companies known as Denver Burglar Alarm
("Denver Alarm"). Denver Alarm is the oldest independent electronic security
alarm company in the United States and provides installation, monitoring and
maintenance services to approximately 27,000 residential and commercial
accounts throughout Colorado.

In February 1996, the Company acquired Incendere, Inc. and certain
waste companies (collectively, "Schaubach") controlled by Dwight C. Schaubach.
Schaubach provides solid waste collection and recycling services to more than
11,000 residential, commercial, and industrial customers in southeastern
Virginia and eastern North Carolina and provides transportation of medical
waste throughout the Mid-Atlantic states for more than 7,000 customers.

The Company issued an aggregate of 2,914,452 shares of Common Stock to
acquire Schaubach and Denver Alarm, both of which will be accounted for as
pooling of interests business combinations.

F-13
<PAGE> 59

REPUBLIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The Company's unaudited pro forma consolidated results of operations,
assuming the Denver Alarm and Schaubach mergers had been consummated as of
December 31, 1995 are as follows:

<TABLE>
<CAPTION>
Year Ended December 31,
----------------------------------------
1995 1994 1993
--------- -------- ---------
<S> <C> <C> <C>
Revenue . . . . . . . . . . . . $295,165 $218,173 $ 182,495
======== ======== =========

Net income (loss) . . . . . . . . . . $ 24,681 $ 19,533 $ (14,910)
======== ======== =========

Fully diluted earnings (loss) per common
and common equivalent share . . . .
$ .36 $ .40 $ (.31)
======== ======== =========
</TABLE>

In March 1996, the Company acquired substantially all of the assets of
Mid-American Waste Systems of Georgia, Inc. and affiliates ("Mid-American
Georgia") for a purchase price of approximately $52,000,000. At closing, the
Company issued an aggregate of 1,700,000 shares of Common Stock valued at
approximately $46,750,000 and will settle the remaining balance (after taking
into account closing adjustments) within 60 days using additional Common Stock
or cash. Mid-American Georgia owns and operates a landfill, provides solid
waste collection and recycling services to commercial, residential and
industrial customers, and operates two transfer stations, in certain areas of
the greater metropolitan Atlanta, Georgia area. The acquisition of
Mid-American Georgia will be accounted for under the purchase method of
accounting.

3. LONG-TERM DEBT AND NOTES PAYABLE

In connection with the equity investment and private placement
transactions, as discussed in Note 5, the Company received approximately
$232,000,000 in cash, a portion of which was used to repay all outstanding
borrowings.

Long-term debt and notes payable at December 31, 1994 consisted of
the following:

<TABLE>
<S> <C>
Revolving credit facility, secured by the stock of the
Company's subsidiaries, interest at prime or
at a Eurodollar rate plus 1.5%, principal
repaid in 1995 . . . . . . . . . . . . . . . . . . . $ 12,600
Notes to banks and financial institutions, secured by
equipment and other assets, interest ranging
from 6.0% to 12.9%, principal
repaid in 1995 . . . . . . . . . . . . . . . . . . . 28,815
Other notes, secured by equipment and other assets,
interest ranging from 4.0% to 16.93%,
principal repaid in 1995 . . . . . . . . . . . . . . 6,615
---------
$ 48,030
Less current maturities . . . . . . . (10,035)
---------
$ 37,995
=========
</TABLE>

In December 1995, the Company entered into a credit agreement (the
"Credit Agreement") with certain banks pursuant to which such banks have agreed
to advance the Company on an unsecured basis an aggregate of $250,000,000 for a
term of 36 months. Outstanding advances, if any, are payable at the expiration
of the 36-month term. At December 31, 1995, the Company had standby letters of
credit of $5,386,000 which reduce availability under this facility. The Credit
Agreement requires, among other items, that the Company maintain certain
financial ratios and comply with certain financial

F-14
<PAGE> 60

REPUBLIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

covenants. Interest is payable monthly and generally determined using either a
competitive bid feature or a LIBOR based rate. As of December 31, 1995, the
Company was in compliance with all covenants under the Credit Agreement.

The Company made interest payments of approximately $5,428,000,
$4,152,000 and $2,422,000 in 1995, 1994 and 1993, respectively.

4. INCOME TAXES

The Company accounts for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes". Accordingly, deferred income taxes have been
provided to show the effect of temporary differences between the recognition of
revenue and expenses for financial and income tax reporting purposes and
between the tax basis of assets and liabilities and their reported amounts in
the financial statements.

The Company files a consolidated federal income tax return which
includes the operations of the Pooled Entities for periods subsequent to the
dates of the acquisitions. The Pooled Entities each file a "short-period"
federal tax return through their respective acquisition dates. Certain of the
Pooled Entities were subchapter S corporations for income tax purposes prior to
their acquisition by the Company. For purposes of these Consolidated Financial
Statements, federal and state income taxes have been provided as if these
companies had filed subchapter C corporation tax returns for the pre-acquisition
periods, and the current income tax expense is reflected as an increase to
additional paid-in capital. The subchapter S corporation status of these
companies was terminated effective with the closing date of the acquisitions.

The components of the income tax provision related to continuing
operations for the years ended December 31 are shown below:

<TABLE>
<CAPTION>
1995 1994 1993
-------- ------- ---------
<S> <C> <C> <C>
Current:
Federal . . . . . . . . . . . . . . . . . . . $ 10,333 $ 3,973 $ 1,664

State . . . . . . . . . . . . . . . . . . . . 944 618 279
-------- ------- -------
11,277 4,591 1,943

Federal deferred . . . . . . . . . . . . . . . . 4,587 2,453 (1,998)

Tax reserve adjustments . . . . . . . . . . . . (2,392) (1,963) -

Change in valuation allowance . . . . . . . . . - (1,242) 1,242
-------- ------- --------

Income tax provision . . . . . . . . . . . . . . $ 13,472 $ 3,839 $ 1,187
======== ======= ========
</TABLE>

Net operating loss carryforwards are recognized under SFAS No. 109
unless it is more likely than not that they will not be realized. In 1993, the
Company recorded a $1,242,000 valuation allowance related to the realization of
deferred tax assets generated as a result of the 1993 restructuring and unusual
charges. This valuation allowance was recorded due to the uncertainty
surrounding the future utilization of such deferred tax assets. In 1994, the
valuation allowance was eliminated based on the expected realization of such
deferred tax assets.

In the years immediately following an acquisition, the Company
provides income taxes at the statutory income tax rate applied to pre-tax
income. As part of its tax planning to reduce effective tax rates and cash
outlays for taxes, the Company employs a number of strategies such as combining
entities to reduce state income taxes, claiming tax credits not previously
claimed and recapturing taxes previously paid by acquired companies. At such
time as these reductions in the Company's deferred tax liabilities are
determined to be realizable, the impact of the reduction is recorded as tax
reserve adjustments in the tax provision.

F-15
<PAGE> 61

REPUBLIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

A reconciliation of the statutory federal income tax rate to the
Company's effective tax rate for the years ended December 31 is shown below:

<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Statutory federal income tax rate . . . . . . . 35.0% 34.0% 34.0%
Amortization of goodwill . . . . . . . . . . . 1.3 .5 (11.6)
State income taxes, net of federal benefit . . 2.4 3.0 (30.6)
Tax reserve adjustments . . . . . . . . . . . . (2.3) (10.7) 24.9
Change in valuation allowance . . . . . . . . . - (6.2) (151.1)
Other, net . . . . . . . . . . . . . . . . . . .3 0.4 42.1
---- ----- ------
Effective tax rate . . . . . . . . . . . . . 36.7% 21.0% (92.3%)
==== ===== ======
</TABLE>

Components of the net deferred income tax liability at December 31
are shown below:

<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Deferred income tax liabilities:
Book basis in property over tax basis . . . . . . . . . $23,064 $22,930
Deferred costs . . . . . . . . . . . . . . . . . . . . 8,067 8,954
------- -------
31,131 31,884
------- -------
Deferred income tax assets:
Net operating losses . . . . . . . . . . . . . . . . . (3,837) (5,186)
Deferred revenue . . . . . . . . . . . . . . . . . . . (10,353) (11,240)
Accrued environmental and landfill costs . . . . . . . (2,842) (2,761)
Accruals not currently deductible . . . . . . . . . . . (740) (1,187)
------- -------
(17,772) (20,374)
------- -------
Valuation allowance . . . . . . . . . . . . . . . . . . . . - -
------- -------

Net deferred income tax liability . . . . . . . . . . . . . $13,359 $11,510
======= =======
</TABLE>

At December 31, 1995, the Company had available federal net operating
loss carryforwards of approximately $11,000,000 which begin to expire in the
year 2006.

The Company made income tax payments of approximately $4,839,000,
$2,278,000 and $1,260,000 in 1995, 1994 and 1993, respectively.

5. STOCKHOLDERS' EQUITY

In August 1995, the Company sold an aggregate of 8,350,000 shares of
Common Stock and warrants to purchase an additional 16,700,000 shares of Common
Stock to H. Wayne Huizenga, Westbury (Bermuda) Ltd. (a Bermuda corporation
controlled by Michael G. DeGroote, former Chairman of the Board, President and
Chief Executive Officer of Republic), Harris W. Hudson, and certain of their
assigns for an aggregate purchase price of $37,500,000. Mr. Huizenga is the
Chairman of the Board and Chief Executive Officer of the Company; Mr. DeGroote
is the Vice Chairman of the Board of the Company and Mr. Hudson is President
and a Director of the Company. The warrants are exercisable at prices ranging
from $4.50 to $7.00 per share. In August 1995, the Company issued and sold an
additional 1,000,000 shares of Common Stock each to Mr. Huizenga and John J.
Melk (a Director of the Company) for $13.25 per share for aggregate proceeds
of approximately $26,500,000.

In July 1995, the Company sold 5,400,000 shares of Common Stock in a
private placement transaction for $13.25 per share, resulting in net proceeds
of approximately $69,000,000 after deducting expenses, fees and commissions.
In

F-16
<PAGE> 62

REPUBLIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

September 1995, the Company sold 5,000,000 shares of Common Stock in an
additional private placement transaction for $20.25 per share resulting in net
proceeds of approximately $99,000,000.

As a result of the transactions discussed above, the Company received
approximately $232,000,000 in cash proceeds. The Company used a portion of
these proceeds to repay all outstanding borrowings under its revolving line of
credit facility and the debt of the Pooled Entities.

The Company has 5,000,000 authorized shares of preferred stock, $.01
par value per share, none of which are issued or outstanding. The Board of
Directors has the authority to issue the preferred stock in one or more series
and to establish the rights, preferences and dividends.

6. STOCK OPTIONS AND WARRANTS

The Company has various stock option plans under which shares of
Common Stock may be granted to key employees and directors of the Company.
Options granted under the plans are non-qualified and are granted at a price
equal to the fair market value of the Common Stock at the date of grant.

A summary of stock option and warrant transactions for the years ended
December 31 is as follows:

1995 1994 1993
--------- -------- --------
<S> <C>
Options and warrants outstanding
at beginning of year . . . . . . . . 3,393 3,197 7,427
Granted . . . . . . . . . . . . . . . . . 22,437 376 1,017
Exercised . . . . . . . . . . . . . . . . (1,402) - -
Canceled . . . . . . . . . . . . . . . . (161) (180) (332)
Expired . . . . . . . . . . . . . . . . . - - (4,915)
------- ------ ------
Options and warrants outstanding at
end of year . . . . . . . . . . . . . 24,267 3,393 3,197
======= ====== ======

Average price of options and warrants
exercised . . . . . . . . . . . . . . $ 8.03 $ - $ -
Average price of options and warrants
outstanding at end of year . . . . . $ 9.54 $ 7.60 $ 7.97
Prices of options and warrants $ 2.50 to $ 2.50 to $ 2.50 to
outstanding at end of year . . . . . $ 31.00 $14.50 $14.50
Vested options and warrants at end of
year . . . . . . . . . . . . . . . . 19,519 1,828 1,400
Options available for future grants at
end of year . . . . . . . . . . . . . 2,172 2,849 2,845
</TABLE>

7. COMMITMENTS AND CONTINGENCIES

LEGAL PROCEEDINGS. On May 3, 1991, the Company filed an action
against G.I. Industries, Inc. ("GI"), Manuel Asadurian, Sr. and Mike Smith in
the United States District Court for the Central District of California (the
"Court"). The Company requested a declaratory judgment that it did not
anticipatorily breach a merger agreement (the "Merger Agreement") between the
Company and GI and that the Merger Agreement had been properly terminated. The
Company also sought to recover $600,000 from GI, plus interest and costs, with
respect to a certain financial guaranty provided by the Company in 1990 for the
benefit of GI. In response to the Company's action, GI filed a counterclaim
alleging that the Company breached the Merger Agreement and that it had
suffered damages in excess of $16,000,000. In August 1993, the Court rendered
a ruling favorable to the Company which

F-17
<PAGE> 63

REPUBLIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

GI appealed. In March 1995, the United States Court of Appeals
for the Ninth Circuit vacated the August 1993 decision and remanded the case
for further proceedings. The Court has commenced proceedings that may lead to
a trial on damages.

Western Waste Industries, Inc. ("Western") filed an action against the
Company and others on July 20, 1990 alleging various causes of action including
interference with business relations and seeks $24,000,000 in damages. The
lawsuit stems from Western's attempts to acquire Best Pak Disposal, Inc. This
case is currently scheduled for trial in May 1996.

The Company's solid waste and environmental services activities are
conducted in the context of a developing and changing statutory and regulatory
framework, aggressive government enforcement and a highly visible political
environment. Governmental regulation of the waste management industry requires
the Company to obtain and retain numerous governmental permits to conduct
various aspects of its operations. These permits are subject to revocation,
modification or denial. The costs and other capital expenditures which may be
required to obtain or retain the applicable permits or comply with applicable
regulations could be significant.

In 1992, the Company received notices from Imperial County, California
(the "County") and the California Department of Toxic Substances Control
("DTSC") that spent filter elements (the "Filters") from geothermal power
plants, which had been deposited at the Company's Imperial Landfill for
approximately five years, were classified as hazardous waste under California
environmental regulations. Under United States EPA regulations, the Filters
are not deemed hazardous waste as they are associated with the production of
geothermal energy.

The Company is currently conducting active discussions with all
appropriate California regulatory agencies in order to obtain a variance under
California regulations to reclassify the Filters as a special waste so they
may be left in the landfill. If this occurs, the State, regional and local
regulatory agencies may nevertheless require that the affected area of the
landfill be capped and closed. In the event that the variance is not granted,
remedial measures may be required based on the Filters' classification as a
California hazardous waste. One of those measures could include the removal
of the Filters or the closure of a portion of the landfill.

Management is currently unable to determine (i) whether the waste will
ultimately be classified as hazardous, (ii) if so, what action, if any, will be
required as a result of this issue or (iii) what liability, if any, the Company
will have as a result of this inquiry. In January 1994, the Company filed suit
against the known past and present owners and operators of the geothermal power
plants for all losses, fines and expenses the Company incurs associated with
the resolution of this matter,

F-18
<PAGE> 64

REPUBLIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

including loss of airspace at the landfill, in the United States District Court
for the Southern District of California, alleging claims for CERCLA response
costs recovery and intentional misrepresentation among other claims. The
Company seeks to recover actual expenses and punitive damages. Discovery in
this mattter has been stayed until November 1996, at which time the Company
expects to be able to quantify more accurately the level of damages it has
suffered. The Company believes it will prevail, but no amounts have been
accrued for any recovery of damages.

While the results of the legal and environmental proceedings described
above and other proceedings which arose in the normal course of business cannot
be predicted with certainty, management believes that losses, if any, resulting
from the ultimate resolution of these matters will not have a material adverse
effect on the Company's results of operations or consolidated financial
position. However, unfavorable resolution of each matter individually or in
the aggregate could affect the consolidated results of operations for the
quarterly periods in which they are resolved.

LEASE COMMITMENTS. The Company and its subsidiaries lease portions of
their premises and certain equipment under various operating lease agreements.
At December 31, 1995, total minimum rental commitments becoming payable under
all operating leases are as follows:

<TABLE>
<S> <C>
1996 . . . . . . . . . . . . . . . . . . . . . . . $ 1,769
1997 . . . . . . . . . . . . . . . . . . . . . . . $ 1,189
1998 . . . . . . . . . . . . . . . . . . . . . . . $ 659
1999 . . . . . . . . . . . . . . . . . . . . . . . $ 384
2000 . . . . . . . . . . . . . . . . . . . . . . . $ 119
Thereafter . . . . . . . . . . . . . . . . . . . . $ 94
</TABLE>

Total rental expense incurred under operating leases was $3,990,000, $3,318,000
and $2,344,000 in 1995, 1994 and 1993, respectively.

8. EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE

Earnings per common and common equivalent share are based on the
combined weighted average number of common shares and common share equivalents
outstanding which include, where appropriate, the assumed exercise or
conversion of warrants and options. In computing earnings per common and
common equivalent share, the Company currently utilizes the modified treasury
stock method and in the prior years used the treasury stock method. When using
the modified treasury stock method, the proceeds from the assumed exercise of
all warrants and options are assumed to be applied to first purchase 20% of the
outstanding common stock, then to reduce outstanding indebtedness and the
remaining proceeds are assumed to be invested in U.S. government securities or
commercial paper.

F-19
<PAGE> 65

REPUBLIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The computations of weighted average common and common equivalent
shares used in the calculation of primary and fully diluted earnings per share
for the years ended December 31 are presented below :

<TABLE>
<CAPTION>
1995 1994 1993
-------- -------- -------
<S> <C> <C> <C>
Primary:
Common shares outstanding . . . . . . . . . . . . . . 76,056 45,314 45,476
Common equivalent shares . . . . . . . . . . . . . . . 26,552 82 160
Weighted average treasury shares purchased . . . . . . (7,101) 149 -
Effect of using weighted average common and common
equivalent shares outstanding . . . . . . . . . . (33,150) - -
------- ------ ------
62,357 45,545 45,636
======= ====== ======

Fully diluted:
Common shares outstanding . . . . . . . . . . . . . . 76,056 45,314 45,476
Common equivalent shares . . . . . . . . . . . . . . . 26,552 82 160
Weighted average treasury shares purchased . . . . . . (3,823) 149 -
Effect of using weighted average common and common
equivalent shares outstanding. . . . . . . . . . . (33,000) - -
------- ------ ------
65,785 45,545 45,636
======= ====== ======
</TABLE>

9. DISCONTINUED OPERATIONS

In 1994, the Company announced the contemplation of a plan to spin-off
RESI, its hazardous waste services segment. This segment of the Company's
business has been accounted for as a discontinued operation and, accordingly,
the Company restated its Consolidated Financial Statements presented prior to
that date to report separately the operating results of these discontinued
operations. In April 1995, Republic stockholders received one share of common
stock of RESI for every five shares of Common Stock of Republic owned on April
21, 1995 in connection with the spin-off of RESI. Approximately 5,400,000 RESI
shares were distributed to Republic stockholders (the "Distribution"). Revenue
of the discontinued operations of RESI was $12,148,000, $46,599,000 and
$61,617,000 in 1995, 1994 and 1993, respectively. The net income (loss) of the
discontinued operations of RESI was ($293,000), $2,684,000 and ($14,579,000)
in 1995, 1994 and 1993, respectively.

In connection with the Distribution, the Company entered into a
distribution agreement with RESI which sets forth the terms of the
Distribution. Under this agreement, Republic contributed the intercompany
balance to RESI's equity at the date of the Distribution. In April 1995,
Republic contributed approximately $2,500,000 to RESI to repay RESI's
indebtedness and to provide working capital to RESI. Additionally, the Company
reclassified approximately $36,300,000 to retained earnings from additional
paid-in capital to effect the spin-off under Delaware law. As a result of
these transactions, the Company's equity at the date of the Distribution was
reduced by approximately $23,600,000.

10. RESTRUCTURING AND UNUSUAL CHARGES

In the fourth quarter of 1993, the Company recorded restructuring and
unusual charges of $10,040,000 based on the Company's reevaluation of each of
its solid waste operations. As a result of this reevaluation, the Company
decided to close one of its facilities due to low waste volumes and abandon
its permitting effort at another facility because of limited market opportunity
in that area and delays in the permitting process. In accordance with industry
standards, the Company

F-20
<PAGE> 66

REPUBLIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

provides for closure and post-closure over the life of a facility.
Accordingly, the Company fully provided for these costs on the closed facility.
The provision for closure and post-closure and the write-off of property and
equipment and accumulated permitting costs associated with these facilities
totaled $6,600,000. In conjunction with the reevaluation, the Company also
decided to terminate certain contracts and employees. Costs related to
employee relocations and terminations and other contract terminations totaled
$1,200,000. In addition, the Company also reevaluated its exposure related to
litigation and environmental matters and provided additional accruals
aggregating $2,200,000 for the costs to defend or settle certain litigation and
environmental matters.

11. OPERATIONS BY INDUSTRY SEGMENT

The Company is a diversified services company which primarily provides
integrated solid waste disposal, collection and recycling services to public
and private sector customers through residential, commercial and industrial
service. The Company also is engaged in the electronic security services
business, which consists of the sale, installation and maintenance of
electronic security systems for commercial and residential use as well as the
continuous electronic monitoring of installed security systems.

The following tables present financial information regarding the
Company's different industry segments for the years ended December 31:

<TABLE>
<CAPTION>
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
Revenue:
Solid waste services . . . . . . . . . . . . . $ 226,815 $ 161,237 $ 133,711
Electronic security services . . . . . . . . . 33,500 25,874 20,590
--------- --------- ---------
$ 260,315 $ 187,111 $ 154,301
========= ========= =========
Operating income (loss):
Solid waste services . . . . . . . . . . . . . $ 31,503 $ 22,661 $ 3,376
Electronic security services . . . . . . . . . 5,120 (1,157) (2,689)
--------- --------- ---------
$ 36,623 $ 21,504 $ 687
========= ========= =========

Depreciation, depletion and amortization:
Solid waste services . . . . . . . . . . . . . $ 16,162 $ 14,161 $ 12,229
Electronic security services . . . . . . . . . 4,837 3,969 2,206
--------- --------- ---------
$ 20,999 $ 18,130 $ 14,435
========= ========= =========

Capital expenditures and investment in subscriber accounts:
Solid waste services . . . . . . . . . . . . . $ 47,561 $ 20,592 $ 11,104
Electronic security services . . . . . . . . . 17,304 18,137 10,574
--------- --------- ---------
$ 64,865 $ 38,729 $ 21,678
========= ========= =========

Assets:
Solid waste services . . . . . . . . . . . . . $ 503,308 $ 193,079 $ 172,248
Electronic security services . . . . . . . . . 38,742 28,994 14,753
Net assets of discontinued operations . . . . . - 20,292 16,872
--------- --------- ---------

$ 542,050 $ 242,365 $ 203,873
========= ========= =========
</TABLE>

F-21
<PAGE> 67

REPUBLIC INDUSTRIES, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

12. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The following is an analysis of certain items in the Consolidated
Statements of Operations by quarter for 1995 and 1994.

<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Revenue 1995 $ 54,481 $ 60,593 $ 70,133 $ 75,108
1994 $ 42,189 $ 46,483 $ 48,047 $ 50,392

Gross profit 1995 $ 19,203 $ 20,739 $ 21,460 $ 29,354
1994 $ 14,085 $ 14,771 $ 16,731 $ 17,647

Income from continuing 1995 $ 3,794 $ 3,917 $ 4,916 $ 10,585
operations 1994 $ 2,252 $ 3,681 $ 4,459 $ 4,040

Net income 1995 $ 4,302 $ 3,917 $ 4,916 $ 9,784
1994 $ 2,106 $ 4,508 $ 5,447 $ 5,055

Earnings per share from 1995 $ 0.08 $ 0.09 $ 0.07 $ 0.11
continuing operations 1994 $ 0.05 $ 0.08 $ 0.10 $ 0.09

</TABLE>

F-22
<PAGE> 68

REPUBLIC INDUSTRIES, INC.
SUPPLEMENTAL CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

<TABLE>
<CAPTION>
December 31,
-----------------------------

ASSETS 1995 1994
---- ----
<S> <C> <C>
CURRENT ASSETS
Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . $ 161,248 $ 11,485
Accounts receivable, less allowance for doubtful accounts of
$2,559 and $1,581, respectively . . . . . . . . . . . . . . . . . 37,789 26,159
Prepaid expenses . . . . . . . . . . . . . . . . . . . . . . . . . . 3,429 2,735
Other current assets . . . . . . . . . . . . . . . . . . . . . . . . 11,805 6,493
---------- ----------
TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . . . . . 214,271 46,872
Property and equipment, net . . . . . . . . . . . . . . . . . . . . . . . . . 194,934 141,126
Investment in subscriber accounts, net of accumulated amortization
of $11,446 and $6,977, respectively . . . . . . . . . . . . . . . . . . . 41,540 24,193
Intangible assets, net of accumulated amortization of $7,561 and $3,212,
respectively . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 100,736 15,605
Net assets of discontinued operations . . . . . . . . . . . . . . . . . . . . - 20,292
Other assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6,573 9,119
---------- ----------
TOTAL ASSETS . . . . . . . . . . . . . . . . . . . . . . . . $ 558,054 $ 257,207
========== ==========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . $ 17,255 $ 12,829
Accrued liabilities . . . . . . . . . . . . . . . . . . . . . . . . 22,008 11,635
Current portion of deferred revenue . . . . . . . . . . . . . . . . 25,555 13,892
Current maturities of long-term debt and notes payable . . . . . . 2,087 11,210
Current portion of accrued environmental and landfill costs . . . . 2,925 1,404
Income taxes payable . . . . . . . . . . . . . . . . . . . . . . . . 3,625 1,281
---------- ----------
TOTAL CURRENT LIABILITIES . . . . . . . . . . . . . . . . . 73,455 52,251
Long-term debt and notes payable, net of current maturities . . . . . . . . . 3,791 40,703
Deferred revenue, net of current portion . . . . . . . . . . . . . . . . . . 18,012 20,353
Accrued environmental and landfill costs, net of current portion . . . . . . 8,386 8,244
Deferred income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15,046 11,597
Other liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2,976 8,841
---------- ----------
TOTAL LIABILITIES . . . . . . . . . . . . . . . . . . . . . 121,666 141,989
---------- ----------

COMMITMENTS AND CONTINGENCIES - -

STOCKHOLDERS' EQUITY
Preferred stock, par value $0.01 per share; 5,000,000 shares
authorized; none issued . . . . . . . . . . . . . . . . . . . . - -
Common stock, par value $0.01 per share; 350,000,000 and
100,000,000 shares authorized, respectively; 78,970,935 and
48,228,167 issued, respectively . . . . . . . . . . . . . . . . . 789 482
Additional paid-in capital . . . . . . . . . . . . . . . . . . . . . 403,773 109,784
Retained earnings . . . . . . . . . . . . . . . . . . . . . . . . . 31,826 5,625
Notes receivable arising from stock purchase agreements . . . . . . - (673)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY . . . . . . . . . . . . . . . . . 436,388 115,218
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY . . . . . . . . . $ 558,054 $ 257,207
========== ==========
</TABLE>

The accompanying notes are an integral part of these supplemental consolidated
financial statements.

F-23
<PAGE> 69

REPUBLIC INDUSTRIES, INC.
SUPPLEMENTAL CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------

1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Revenue . . . . . . . . . . . . . . . . . . . . . . . . . . $ 295,165 $ 218,173 $ 182,495

Expenses:
Cost of operations . . . . . . . . . . . . . . . . 192,213 143,375 121,640
Selling, general and administrative . . . . . . . 63,010 49,245 46,477
Restructuring and unusual charges . . . . . . . . - - 10,040
----------- ---------- ----------
Operating income . . . . . . . . . . . . . . . . . . . . . 39,942 25,553 4,338

Interest and other income . . . . . . . . . . . . . . . . . 5,715 1,081 760
Interest expense . . . . . . . . . . . . . . . . . . . . . (6,117) (4,487) (2,936)
----------- ---------- ----------
Income from continuing operations before income taxes . . 39,540 22,147 2,162

Income tax provision . . . . . . . . . . . . . . . . . . . 16,166 5,298 2,493
----------- ---------- ----------
Income (loss) from continuing operations . . . . . . . . . 23,374 16,849 (331)

Discontinued operations:
Income (loss) from discontinued operations, net of
income tax benefit of $193, $0 and $210,
respectively . . . . . . . . . . . . . . . . . . . (293) 2,684 (14,579)
----------- ---------- ----------
Net income (loss) . . . . . . . . . . . . . . . . . . . . . $ 23,081 $ 19,533 $ (14,910)
=========== ========== ==========

Primary earnings (loss) per common and common equivalent
share:
Continuing operations . . . . . . . . . . . . . . $ 0.35 $ 0.35 $ (0.01)
Discontinued operations . . . . . . . . . . . . . - 0.05 (0.30)
----------- ---------- ----------
Net income (loss) . . . . . . . . . . . . . . . . $ 0.35 $ 0.40 $ (0.31)
=========== ========== ==========

Fully diluted earnings (loss) per common and common
equivalent share:
Continuing operations . . . . . . . . . . . . . . $ 0.34 $ 0.35 $ (0.01)
Discontinued operations . . . . . . . . . . . . . - 0.05 (0.30)
----------- ---------- ----------
Net income (loss) . . . . . . . . . . . . . . . . $ 0.34 $ 0.40 $ (0.31)
=========== ========== ==========
</TABLE>

The accompanying notes are an integral part of these supplemental
consolidated financial statements.

F-24

<PAGE> 70

REPUBLIC INDUSTRIES, INC.
SUPPLEMENTAL CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands)

<TABLE>

Notes
Receivable
Arising
Retained From
Additional Earnings Stock
Common Paid-In (Accumulated Purchase
Stock Capital Deficit) Agreements
--------- ---------- -------------- ------------
<S> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1992 . . . . . . $ 483 $ 103,838 $ 17,423 $ (673)
Contributions to capital from pooled
entities . . . . . . . . . . . . . . - 4,167 - -
Distributions to former stockholders
of acquired companies . . . . . . - - (6,350) -
Other . . . . . . . . . . . . . . . . - (679) (418) -
Net loss . . . . . . . . . . . . . . . - - (14,910) -
------ ---------- ----------- --------
BALANCE AT DECEMBER 31, 1993 . . . . . . 483 107,326 (4,255) (673)
Distributions to former stockholders
of acquired companies . . . . . . . - - (9,671) -
Other . . . . . . . . . . . . . . . . (1) 2,458 18 -
Net income . . . . . . . . . . . . . . - - 19,533 -
------ ---------- ----------- --------
BALANCE AT DECEMBER 31, 1994 . . . . . . 482 109,784 5,625 (673)
Sales of common stock . . . . . . . . 208 231,823 - -
Stock issued in acquisitions . . . . 86 82,897 - -
Exercise of stock options and -
warrants, including tax benefit
of $4,068 . . . . . . . . . . . . . 14 13,360 -
Payments received on notes . . . . . . - - - 673
Reclassification of additional paid-in
capital to effect the spin-off . . . - (36,305) 36,305 -
Spin-off of Republic Environmental
Systems, Inc. . . . . . . . . . . . - - (23,579) -
Distributions to former stockholders
of acquired companies . . . . . . . - - (9,718) -
Other . . . . . . . . . . . . . . . . (1) 2,214 112 -
Net income . . . . . . . . . . . . . - - 23,081 -
------- ---------- ----------- --------
BALANCE AT DECEMBER 31, 1995 . . . . . $ 789 $ 403,773 $ 31,826 $ -
======= ========== =========== ========

</TABLE>

The accompanying notes are an integral part of these suppplemental
consolidated financial statements.

F-25
<PAGE> 71

REPUBLIC INDUSTRIES, INC.
SUPPLEMENTAL CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)

<TABLE>
<CAPTION>
Year Ended December 31,
------------------------------------------
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES OF CONTINUING OPERATIONS:
Income (loss) from continuing operations . . . . . . . . $ 23,374 $ 16,849 $ (331)
Adjustments to reconcile income (loss) from continuing
operations to net cash provided by continuing operations:
Restructuring and unusual charges . . . . . . . . . . - - 10,040
Depreciation, depletion and amortization . . . . . . . 22,673 19,525 15,591
Provision for doubtful accounts . . . . . . . . . . 1,505 858 936
Provision for accrued environmental and
landfill costs . . . . . . . . . . . . . . . . . . 400 377 215
Gain on the sale of equipment . . . . . . . . . . . . (311) (286) (143)
Changes in assets and liabilities, net of effects
from business acquisitions:
Accounts receivable . . . . . . . . . . . . . . . (6,654) (3,612) (3,006)
Prepaid expenses and other assets . . . . . . . . . (2,617) (708) (2,348)
Accounts payable and accrued liabilities . . . . . . 1,530 2,681 251
Income taxes payable . . . . . . . . . . . . . . . 4,932 2,171 534
Deferred revenue and other liabilities . . . . . . (13,356) (10,985) (2,928)
-------- -------- -------
Net cash provided by continuing operations . . . . . . 31,476 26,870 18,811
-------- -------- -------
CASH USED BY DISCONTINUED OPERATIONS . . . . . . . . . . . (261) (736) (4,360)
-------- -------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Business acquisitions, net of cash acquired . . . . . . (7,304) (4,776) (5,664)
Purchases of property and equipment . . . . . . . . . . (52,915) (23,383) (13,317)
Investment in subscriber accounts . . . . . . . . . . . (15,980) (17,512) (9,569)
Other . . . . . . . . . . . . . . . . . . . . . . . . . 126 (901) (2,357)
-------- -------- --------
Net cash used in investing activities . . . . . . . . . (76,073) (46,572) (30,907)
-------- -------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Sales of common stock . . . . . . . . . . . . . . . . . . 232,031 - -
Exercise of stock options and warrants . . . . . . . . . 9,306 - -
Capital contribution to Republic Environmental
Systems, Inc. . . . . . . . . . . . . . . . . . . . . . (2,520) - -
Payments of long-term debt and notes payable . . . . . . . (86,667) (17,950) (16,035)
Proceeds from long-term debt and notes payable . . . . . . 29,784 21,717 23,201
Proceeds from financing arrangements . . . . . . . . . . 24,747 27,070 15,473
Distributions to former stockholders of acquired
companies . . . . . . . . . . . . . . . . . . . . . . . (7,434) (9,041) (6,044)
Other . . . . . . . . . . . . . . . . . . . . . . . . . . (4,626) (1,240) 615
--------- -------- --------
Net cash provided by financing activities . . . . . . . . 194,621 20,556 17,210
--------- -------- --------
INCREASE IN CASH AND CASH EQUIVALENTS . . . . . . . . . . . 149,763 118 754
CASH AND CASH EQUIVALENTS:
BEGINNING OF PERIOD . . . . . . . . . . . . . . . . . . 11,485 11,367 10,613
--------- -------- --------
END OF PERIOD . . . . . . . . . . . . . . . . . . . . $ 161,248 $ 11,485 $ 11,367
========= ======== ========
</TABLE>

The accompanying notes are an integral part of these supplemental consolidated
financial statements.

F-26
<PAGE> 72

REPUBLIC INDUSTRIES, INC.
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS
(000'S OMITTED IN ALL TABLES EXCEPT PER SHARE AMOUNTS)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The accompanying Supplemental Consolidated Financial Statements
include the accounts of Republic Industries, Inc. (formerly Republic Waste
Industries,Inc.) and its wholly-owned subsidiaries ("Republic" or the
"Company"). All significant intercompany accounts and transactions have
been eliminated. In 1994, the Board of Directors authorized management to
pursue a plan to distribute its hazardous waste services segment, Republic
Environmental Systems, Inc. ("RESI"), to Republic stockholders. Accordingly,
as discussed in Note 9, this segment has been accounted for as a
discontinued operation and the accompanying Supplemental Consolidated
Financial Statements for 1994 and 1993 presented herein have been restated
to report separately the net assets and operating results of these
discontinued operations.

The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of revenue and expenses
during the reporting period. The most significant estimates made in the
preparation of the accompanying Supplemental Consolidated Financial
Statements are estimated future cost requirements for closure and
post-closure monitoring and maintenance for the Company's solid waste
facilities and estimated customer lives utilized in amortizing the
investment in subscriber accounts with respect to the Company's electronic
security services segment. Although the Company believes its estimates are
appropriate, changes in assumptions utilized in preparing such estimates
could cause these estimates to change in the near term.

The accompanying Supplemental Consolidated Financial Statements
include the financial position and results of operations of Kertz Security
Systems II, Inc. and Kertz Security Systems, Inc. (collectively, "Kertz"),
with which the Company merged in August 1995; United Waste Service, Inc.
("United") and Southland Environmental Services, Inc. ("Southland"), with
which the Company merged in October 1995; and J.C. Duncan Company, Inc. and
affiliates ("Duncan"), Garbage Disposal Service, Inc. ("GDS"), Fennell
Container Co., Inc. and affiliates ("Fennell") and Scott Security Systems
and affiliates ("Scott"), with which the Company merged in November 1995.
These transactions were accounted for under the pooling of interests method
of accounting and, accordingly, the Consolidated Financial Statements have
been previously restated as if the Company and Kertz, United, Southland,
Duncan, GDS, Fennell and Scott had operated as one entity since inception.
See Note 2 for further discussion of these transactions.

SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS. The accompanying
Supplemental Consolidated Financial Statements also give retroactive effect
to the mergers with The Denver Fire Reporter & Protective Co. and affiliate
("Denver Alarm") and Incendere, Inc. and affiliates ("Schaubach"), which
took place in February 1996. These transactions were accounted for under
the pooling of interests method of accounting. Denver Alarm, Schaubach,
Kertz, United, Southland, Duncan, GDS, Fennell and Scott are collectively
referred to as the "Pooled Entities." See Note 2 for further discussion
of these transactions.

F-27
<PAGE> 73

REPUBLIC INDUSTRIES, INC.
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

A summary of property and equipment at December 31 is shown below:

<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Land, landfills and improvements . . . . . . . . . . $ 92,983 $ 84,864
Vehicles and equipment . . . . . . . . . . . . . . . 157,140 106,881
Buildings and improvements . . . . . . . . . . . . . 24,573 17,127
Furniture and fixtures . . . . . . . . . . . . . . . 9,023 8,128
--------- --------
283,719 217,000
Less accumulated depreciation, amortization
and depletion . . . . . . . . . . . . . . . . . . (88,785) (75,874)
--------- --------
$ 194,934 $141,126
========= ========
</TABLE>

INTANGIBLE ASSETS. Intangible assets consist primarily of the cost of
acquired businesses in excess of the fair value of net tangible assets
acquired. The cost in excess of the fair value of net tangible assets is
amortized over the lesser of the estimated life or forty years on a
straight-line basis. Amortization expense related to intangible assets was
$2,328,000, $1,333,000 and $973,000 in 1995, 1994 and 1993, respectively.

F-28
<PAGE> 74

REPUBLIC INDUSTRIES, INC.
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS-CONTINUED

REVENUE RECOGNITION. The Company recognizes revenue in the period
services are provided or products are sold.

In the normal course of business, the Company has letters of credit,
performance bonds and other guarantees which are not reflected in the
accompanying Supplemental Consolidated Balance Sheets. The Company's
management believes that the likelihood of performance under these financial
instruments is minimal and expects no material losses to occur in connection
with these financial instruments.

F-29
<PAGE> 75
REPUBLIC INDUSTRIES, INC.
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

2. BUSINESS COMBINATIONS

In August 1995, the Company merged with Kertz, which provides
electronic security monitoring and maintenance predominantly in the South
Florida area. In October 1995, the Company merged with United and Southland.
United provides solid waste collection, transfer and recycling services in the
Atlanta, Georgia metropolitan area, and Southland provides solid waste
collection services in the Northeast Florida area. In November 1995, the
Company merged with Duncan, GDS, Fennell and Scott. Duncan provides solid
waste collection and recycling services in the Dallas-Fort Worth metropolitan
area and throughout west Texas and also operates two landfills. GDS provides
solid waste collection and recycling services throughout western North
Carolina. Fennell is a full-service solid waste management company, providing
services in and around Charleston and Greenville, South Carolina and also owns
a landfill. Scott is an electronic security alarm company, providing monitoring
and maintenance services in Jacksonville, Orlando and Tallahassee, Florida, and
other metropolitan areas in the southeastern United States, including
Charlotte, North Carolina; Savannah, Georgia and Nashville, Tennessee. In
February 1996, the Company merged with Denver Alarm and Schaubach. Denver
Alarm is the oldest independent electronic security alarm company in the
United States and provides installation, monitoring and maintenance services
to approximately 27,000 residential and commercial accounts throughout
Colorado. Schaubach provides solid waste collection and recycling services to
more than 11,000 residential, commercial, and industrial customers in
southeastern Virginia and eastern North Carolina and provides transportation
of medical waste throughout the Mid-Atlantic states for more than 7,000
customers. The Company issued an aggregate of 21,042,436 shares of the
Company's common stock, $.01 par value per share, ("Common Stock") for the
acquisitions of the Pooled Entities. These acquisitions were accounted for
under the pooling of interests method of accounting and, accordingly, the
accompanying Supplemental Consolidated Financial Statements have been
retroactively adjusted as if the Company and the Pooled Entities had operated
as one entity since inception. These Supplemental Consolidated Financial
Statements will be substantially the same as the restated statements that will
be issued after post-merger operating results have been published.

Details of the results of operations of the Company and the Pooled
Entities for the periods prior to the combinations are as follows:
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------
1995 1994 1993
--------- --------- ---------
<S> <C> <C> <C>
Revenue:
The Company . . . . . . . . . . . . . . . . . . $ 87,167 $ 48,766 $ 41,095
Pooled Entities . . . . . . . . . . . . . . . . 207,998 169,407 141,400
--------- --------- ---------
$ 295,165 $ 218,173 $ 182,495
========= ========= =========
Net income (loss) :
The Company . . . . . . . . . . . . . . . . . . $ 8,794 $ 11,187 $ (18,484)
Pooled Entities . . . . . . . . . . . . . . . . 14,287 8,346 3,574
--------- --------- ---------
$ 23,081 $ 19,533 $ (14,910)
========= ========= =========
</TABLE>

In August 1995, the Company acquired all of the outstanding shares of
capital stock of Hudson Management Corporation and Envirocycle, Inc.
(collectively, "HMC"). The purchase price paid by the Company was
approximately $72,800,000 and consisted of 8,000,000 shares of Common Stock.
HMC, as the third largest solid waste management company in Florida, provides
solid waste collection and recycling services to commercial, industrial and
residential customers. This acquisition, as well as several other minor
business combinations from January 1, 1993 to December 31, 1995, have been
accounted for under the purchase method of accounting.

F-30
<PAGE> 76

REPUBLIC INDUSTRIES, INC.
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

<TABLE>
<CAPTION>
1995 1994
---------- ----------
<S> <C> <C>
Revenue . . . . . . . . . . . . . . . . . . . . . . . $ 328,366 $ 266,176
========== ==========

Income from continuing operations before
income taxes . . . . . . . . . . . . . . . . . . . $ 40,914 $ 25,712
========== ==========

Net income from continuing operations . . . . . . . . $ 24,226 $ 19,059
========== ==========

Fully diluted earnings per common and common
equivalent share from continuing operations . . . . $ 0.33 $ 0.34
========== ==========

Weighted average common and common
equivalent shares . . . . . . . . . . . . . . . . 73,390 56,460
========== ==========

</TABLE>

The preliminary purchase price allocation for the HMC acquisition was
as follows:

</TABLE>

F-31
<PAGE> 77

REPUBLIC INDUSTRIES, INC.
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

In March 1996, the Company acquired substantially all of the assets of
Mid-American Waste Systems of Georgia, Inc. and affiliates ("Mid-American
Georgia") for a purchase price of approximately $52,000,000. At closing, the
Company issued an aggregate of 1,700,000 shares of Common Stock valued at
approximately $46,750,000 and will settle the remaining balance (after taking
into account closing adjustments) within 60 days using additional Common Stock
or cash. Mid-American Georgia owns and operates a landfill, provides solid
waste collection and recycling services to commercial, residential and
industrial customers, and operates two transfer stations, in certain areas of
the greater metropolitan Atlanta, Georgia area. The acquisition of
Mid-American Georgia will be accounted for under the purchase method of
accounting.

3. LONG-TERM DEBT AND NOTES PAYABLE

Long-term debt and notes payable consisted of the following at
December 31:

<TABLE>
<CAPTION> 1995 1994
--------- ---------

<S> <C> <C>
Revolving credit facility, secured by the stock of the
Company's subsidiaries, interest at prime or
at a Eurodollar rate plus 1.5%, principal
repaid in 1995 . . . . . . . . . . . . . . . . . . . $ - $ 12,600
Notes to banks and financial institutions, secured by
equipment and other assets, interest ranging
from 7.2% to 13.0%, principal
due in 1996 - 2001 . . . . . . . . . . . . . . . . . 4,590 31,937
Other notes, secured by equipment and other assets,
interest ranging from 8.3% to 9.0% . . . . . . . . . 1,288 7,376
--------- ---------
$ 5,878 $ 51,913
Less current maturities . . . . . . . . . . . . . . . (2,087) (11,210)
--------- ---------
$ 3,791 $ 40,703
========= =========
</TABLE>

F-32
<PAGE> 78

REPUBLIC INDUSTRIES, INC.
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

At December 31, 1995, aggregate maturities of long-term debt were as
follows:

<TABLE>
<S> <C>
1996.......................................... $2,087
1997.......................................... 1,193
1998.......................................... 1,001
1999.......................................... 726
2000.......................................... 735
Thereafter.................................... 136
------
$5,878
======
</TABLE>

The Company made interest payments of approximately $5,894,000,
$4,373,000 and $2,688,000 in 1995, 1994 and 1993, respectively.

4. INCOME TAXES

The Company files a consolidated federal income tax return which
includes the operations of the Pooled Entities for periods subsequent to the
dates of the acquisitions. The Pooled Entities each file a "short-period"
federal tax return through their respective acquisition dates. Certain of the
Pooled Entities were subchapter S corporations for income tax purposes prior to
their acquisition by the Company. For purposes of these Supplemental
Consolidated Financial Statements, federal and state income taxes have been
provided as if these companies had filed subchapter C corporation tax returns
for the pre-acquisition periods, and the current income tax expense is
reflected as an increase to additional paid-in capital. The subchapter S
corporation status of these companies was terminated effective with the
closing date of the acquisitions.

The components of the income tax provision related to continuing
operations for the years ended December 31 are shown below:

<TABLE>
<CAPTION>
1995 1994 1993
-------- ------- -------
<S> <C> <C> <C>
Current:
Federal . . . . . . . . . . . . . . . . . . . $ 11,333 $ 5,270 $ 2,815

State . . . . . . . . . . . . . . . . . . . . 1,038 751 405
-------- ------- -------
12,371 6,021 3,220

Federal deferred . . . . . . . . . . . . . . . . 6,187 2,482 (1,969)

Tax reserve adjustments . . . . . . . . . . . . (2,392) (1,963) -

Change in valuation allowance . . . . . . . . . - (1,242) 1,242
-------- ------- -------

Income tax provision . . . . . . . . . . . . . . $ 16,166 $ 5,298 $ 2,493
======== ======= =======
</TABLE>

F-33
<PAGE> 79

REPUBLIC INDUSTRIES, INC.
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

A reconciliation of the statutory federal income tax rate to the
Company's effective tax rate for the years ended December 31 is shown below:

<TABLE>
<CAPTION>
1995 1994 1993
---- ---- ----
<S> <C> <C> <C>
Statutory federal income tax rate . . . . . . . 35.0% 34.0% 34.0%
Amortization of goodwill . . . . . . . . . . . 1.2 .4 3.6
State income taxes, net of federal benefit . . 2.5 3.0 14.4
Tax reserve adjustments . . . . . . . . . . . . (2.1) (8.9) -
Change in valuation allowance . . . . . . . . . - (5.1) 47.3
Other, net . . . . . . . . . . . . . . . . . . 4.3 .5 16.0
---- ---- -----
Effective tax rate . . . . . . . . . . . . . 40.9% 23.9% 115.3%
==== ==== =====
</TABLE>

Components of the net deferred income tax liability at December 31
are shown below:

<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
Deferred income tax liabilities:
Book basis in property over tax basis . . . . . . . . . $25,507 $23,773
Deferred costs . . . . . . . . . . . . . . . . . . . . 8,067 8,954
------- -------
33,574 32,727
------- -------
Deferred income tax assets:
Net operating losses . . . . . . . . . . . . . . . . . (3,837) (5,186)
Deferred revenue . . . . . . . . . . . . . . . . . . . (10,353) (11,240)
Accrued environmental and landfill costs . . . . . . . (2,842) (2,761)
Accruals not currently deductible . . . . . . . . . . . (1,496) (1,943)
------- -------
(18,528) (21,130)
------- -------
Valuation allowance . . . . . . . . . . . . . . . . . . . . - -
------- -------

Net deferred income tax liability . . . . . . . . . . . . . $15,046 $11,597
======= =======
</TABLE>

At December 31, 1995, the Company had available federal net operating
loss carryforwards of approximately $11,000,000 which begin to expire in the
year 2006.

The Company made income tax payments of approximately $4,839,000,
$2,278,000 and $1,260,000 in 1995, 1994 and 1993, respectively.

5. STOCKHOLDERS' EQUITY

F-34
<PAGE> 80

REPUBLIC INDUSTRIES, INC.
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

September 1995, the Company sold 5,000,000 shares of Common Stock in an
additional private placement transaction for $20.25 per share resulting in net
proceeds of approximately $99,000,000.

6. STOCK OPTIONS AND WARRANTS

A summary of stock option and warrant transactions for the years ended
December 31 is as follows:

7. COMMITMENTS AND CONTINGENCIES

F-35
<PAGE> 81

REPUBLIC INDUSTRIES, INC.
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The Company is currently conducting active discussions with all
appropriate California regulatory agencies in order to obtain a variance under
California regulations to reclassify the Filters as a special waste so they
may be left in the landfill. If this occurs, the State, regional and local
regulatory agencies may nevertheless require that the affected area of the
landfill be capped and closed. In the event that the variance is not granted,
remedial measures may be required based on the Filters' classification as a
California hazardous waste. One of those measures could include the removal
of the Filters or the closure of a portion of the landfill.

F-36
<PAGE> 82

REPUBLIC INDUSTRIES, INC.
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

<TABLE>
<S> <C>
1996 . . . . . . . . . . . . . . . . . . . . . . . $ 1,940
1997 . . . . . . . . . . . . . . . . . . . . . . . $ 1,285
1998 . . . . . . . . . . . . . . . . . . . . . . . $ 733
1999 . . . . . . . . . . . . . . . . . . . . . . . $ 401
2000 . . . . . . . . . . . . . . . . . . . . . . . $ 119
Thereafter . . . . . . . . . . . . . . . . . . . . $ 94
</TABLE>

Total rental expense incurred under operating leases was $4,344,000, $3,672,000
and $2,688,000 in 1995, 1994 and 1993, respectively.

8. EARNINGS PER COMMON AND COMMON EQUIVALENT SHARE

F-37
<PAGE> 83

REPUBLIC INDUSTRIES, INC.
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

The computations of weighted average common and common equivalent
shares used in the calculation of primary and fully diluted earnings per share
for the years ended December 31 are presented below :

<TABLE>
<CAPTION>
1995 1994 1993
-------- -------- -------
<S> <C> <C> <C>
Primary:
Common shares outstanding . . . . . . . . . . . . . . 78,971 48,229 48,391
Common equivalent shares . . . . . . . . . . . . . . . 26,552 82 160
Weighted average treasury shares purchased . . . . . . (7,101) 149 -
Effect of using weighted average common and common
equivalent shares outstanding . . . . . . . . . . (33,150) - -
------- ------ ------
65,272 48,460 48,551
======= ====== ======

Fully diluted:
Common shares outstanding . . . . . . . . . . . . . . 78,971 48,229 48,391
Common equivalent shares . . . . . . . . . . . . . . . 26,552 82 160
Weighted average treasury shares purchased . . . . . . (3,823) 149 -
Effect of using weighted average common and common
equivalent shares outstanding. . . . . . . . . . . (33,000) - -
------- ------ ------
68,700 48,460 48,551
======= ====== ======
</TABLE>

9. DISCONTINUED OPERATIONS

In 1994, the Company announced the contemplation of a plan to spin-off
RESI, its hazardous waste services segment. This segment of the Company's
business has been accounted for as a discontinued operation and, accordingly,
the Company restated its Consolidated Financial Statements presented prior to
that date to report separately the operating results of these discontinued
operations. In April 1995, Republic stockholders received one share of common
stock of RESI for every five shares of Common Stock of Republic owned on April
21, 1995 in connection with the spin-off of RESI. Approximately 5,400,000 RESI
shares were distributed to Republic stockholders (the "Distribution"). Revenue
of the discontinued operations of RESI was $12,148,000, $46,599,000 and
$61,617,000 in 1995, 1994 and 1993, respectively. The net income (loss) of the
discontinued operations of RESI was ($ 293,000), $2,684,000 and ($14,579,000)
in 1995, 1994 and 1993, respectively.

10. RESTRUCTURING AND UNUSUAL CHARGES

F-38
<PAGE> 84

REPUBLIC INDUSTRIES, INC.
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

11. OPERATIONS BY INDUSTRY SEGMENT

The following tables present financial information regarding the
Company's different industry segments for the years ended December 31:

<TABLE>
<CAPTION>
1995 1994 1993
---------- ---------- ----------
<S> <C> <C> <C>
Revenue:
Solid waste services . . . . . . . . . . . . . $ 245,339 $ 176,260 $ 146,107
Electronic security services . . . . . . . . . 49,826 41,913 36,388
--------- --------- ---------
$ 295,165 $ 218,173 $ 182,495
========= ========= =========
Operating income:
Solid waste services . . . . . . . . . . . . . $ 31,687 $ 23,201 $ 4,224
Electronic security services . . . . . . . . . 8,255 2,352 114
--------- --------- ---------
$ 39,942 $ 25,553 $ 4,338
========= ========= =========

Depreciation, depletion and amortization:
Solid waste services . . . . . . . . . . . . . $ 17,727 $ 15,414 $ 13,238
Electronic security services . . . . . . . . . 4,946 4,111 2,353
--------- --------- ---------
$ 22,673 $ 19,525 $ 15,591
========= ========= =========

Capital expenditures and investment in subscriber accounts:
Solid waste services . . . . . . . . . . . . . $ 51,436 $ 22,620 $ 12,243
Electronic security services . . . . . . . . . 17,459 18,275 10,643
--------- --------- ---------
$ 68,895 $ 40,895 $ 22,886
========= ========= =========

Assets:
Solid waste services . . . . . . . . . . . . . $ 514,220 $ 202,468 $ 179,837
Electronic security services . . . . . . . . . 43,834 34,447 20,678
Net assets of discontinued operations . . . . . - 20,292 16,872
--------- --------- ---------

$ 558,054 $ 257,207 $ 217,387
========= ========= =========
</TABLE>

F-39
<PAGE> 85

REPUBLIC INDUSTRIES, INC.
NOTES TO SUPPLEMENTAL CONSOLIDATED FINANCIAL STATEMENTS - CONTINUED

12. QUARTERLY FINANCIAL INFORMATION (UNAUDITED)

The following is an analysis of certain items in the Supplemental
Consolidated Statements of Operations by quarter for 1995 and 1994.

<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
Revenue 1995 $ 63,094 $ 69,531 $ 78,054 $ 84,486
1994 $ 50,131 $ 54,088 $ 56,070 $ 57,884

Gross profit 1995 $ 22,183 $ 24,211 $ 24,133 $ 32,425
1994 $ 17,066 $ 17,593 $ 19,723 $ 20,416

Income from continuing 1995 $ 3,780 $ 4,088 $ 5,076 $ 10,430
operations 1994 $ 2,878 $ 4,261 $ 5,097 $ 4,613

Net income 1995 $ 4,288 $ 4,088 $ 5,076 $ 9,629
1994 $ 2,732 $ 5,088 $ 6,085 $ 5,628

Earnings per share from 1995 $ 0.08 $ 0.09 $ 0.07 $ 0.11
continuing operations 1994 $ 0.06 $ 0.09 $ 0.11 $ 0.10

</TABLE>

F-40
<PAGE> 86

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Boards of Directors of
Hudson Management Corporation
and Envirocycle, Inc.:

We have audited the accompanying combined balance sheets of Hudson
Management Corporation and subsidiaries and Envirocycle, Inc. (a Florida
corporation and a Florida S-corporation, respectively, affiliated through common
ownership) as of September 30, 1994 and 1993, and the related combined
statements of income, stockholders' equity and cash flows for each of the three
years in the period ended September 30, 1994. These combined financial
statements are the responsibility of the Companies' management. Our
responsibility is to express an opinion on these combined financial statements
based on our audits.

In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Hudson Management
Corporation and subsidiaries and Envirocycle, Inc. as of September 30, 1994 and
1993, and the results of their operations and their cash flows for each of the
three years in the period ended September 30, 1994 in conformity with generally
accepted accounting principles.

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
June 1, 1995 (except with respect to the
matter discussed in Note 10,
as to which the date is
August 3, 1995).

F-41
<PAGE> 87

HUDSON MANAGEMENT CORPORATION AND SUBSIDIARIES
AND ENVIROCYCLE, INC.

COMBINED BALANCE SHEETS
(IN THOUSANDS)

SEPTEMBER 30,
JUNE 30, -------------------
1995 1994 1993
----------- ------- -------
(UNAUDITED)
<S> <C> <C> <C>
ASSETS
CURRENT ASSETS:
Cash.................................................... $ 630 $ 538 $ 2,007
Accounts receivable, less allowance for doubtful
accounts of $510 (unaudited), $330 and $220,
respectively......................................... 5,765 5,371 4,400
Prepaid expenses and other.............................. 1,353 1,179 634
Deferred income taxes................................... 864 845 911
----------- ------- -------
Total current assets............................ 8,612 7,933 7,952
PROPERTY AND EQUIPMENT, net............................... 18,589 14,088 11,405
INTANGIBLE ASSETS, net.................................... 2,679 2,557 2,669
OTHER ASSETS.............................................. 51 58 50
----------- ------- -------
Total assets.................................... $29,931 $24,636 $22,076
=========== ======= =======

LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable........................................ $ 2,725 $ 2,556 $ 2,170
Current portion of long-term debt....................... 3,596 2,736 3,263
Deferred revenue and other credits...................... 2,316 1,930 1,702
Accrued liabilities..................................... 4,294 3,243 3,291
Customer deposits....................................... 135 145 135
----------- ------- -------
Total current liabilities....................... 13,066 10,610 10,561
DEFERRED INCOME TAXES..................................... 1,320 1,471 1,369
LONG-TERM DEBT, less current portion...................... 8,937 7,022 4,570
----------- ------- -------
Total liabilities............................... 23,323 19,103 16,500
----------- ------- -------
COMMITMENTS AND CONTINGENCIES
(Notes 5, 6, 7 and 10)
STOCKHOLDERS' EQUITY:
Capital stock........................................... -- -- --
Additional paid-in capital.............................. 73 73 73
Retained earnings....................................... 6,535 5,460 5,503
----------- ------- -------
Total stockholders' equity...................... 6,608 5,533 5,576
----------- ------- -------
Total liabilities and stockholders' equity...... $29,931 $24,636 $22,076
=========== ======= =======
</TABLE>

The accompanying notes to combined financial statements are an integral part of
these statements.

F-42
<PAGE> 88

HUDSON MANAGEMENT CORPORATION AND SUBSIDIARIES
AND ENVIROCYCLE, INC.

COMBINED STATEMENTS OF INCOME
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE NINE
MONTHS FOR THE YEAR
ENDED JUNE 30, ENDED SEPTEMBER 30,
----------------- ---------------------------
1995 1994 1994 1993 1992
------- ------- ------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
REVENUE.......................................... $41,439 $34,055 $48,003 $45,582 $38,788
OPERATING EXPENSES:
Cost of operations............................. 29,957 24,154 35,048 32,025 27,738
Selling, general and administrative............ 7,328 7,377 9,444 8,573 8,305
INTEREST EXPENSE................................. 474 329 505 552 737
------- ------- ------- ------- -------
37,759 31,860 44,997 41,150 36,780
------- ------- ------- ------- -------
Income before income taxes............. 3,680 2,195 3,006 4,432 2,008
INCOME TAX PROVISION............................. 455 254 377 901 874
------- ------- ------- ------- -------
Net income............................. 3,225 1,941 2,629 3,531 1,134
UNAUDITED PRO FORMA ADJUSTMENT TO REFLECT INCOME
TAXES FOR ENVIROCYCLE, INC. (Note 1)........... 1,014 608 892 952 54
------- ------- ------- ------- -------
Unaudited pro forma net income (Note
1)................................... $ 2,211 $ 1,333 $ 1,737 $ 2,579 $ 1,080
======= ======= ======= ======= =======
</TABLE>

The accompanying notes to combined financial statements are an integral part of
these statements.

F-43
<PAGE> 89

HUDSON MANAGEMENT CORPORATION AND SUBSIDIARIES
AND ENVIROCYCLE, INC.

COMBINED STATEMENTS OF STOCKHOLDERS' EQUITY
(IN THOUSANDS)

<TABLE>
<CAPTION>
ADDITIONAL
CAPITAL PAID-IN RETAINED
STOCK CAPITAL EARNINGS
------- ---------- --------
<S> <C> <C> <C>
BALANCE, September 30, 1991................................ $ -- $ 73 $ 1,893
Net income............................................... -- -- 1,134
Stockholder distributions................................ -- -- (220)
------- --- --------
BALANCE, September 30, 1992................................ -- 73 2,807
Net income............................................... -- -- 3,531
Stockholder distributions................................ -- -- (835)
------- --- --------
BALANCE, September 30, 1993................................ -- 73 5,503
Net income............................................... -- -- 2,629
Stockholder distributions................................ -- -- (2,672)
------- --- --------
BALANCE, September 30, 1994................................ $ -- $ 73 $ 5,460
====== ========= ========
</TABLE>

The accompanying notes to combined financial statements are an integral part of
these statements.

F-44
<PAGE> 90

HUDSON MANAGEMENT CORPORATION AND SUBSIDIARIES
AND ENVIROCYCLE, INC.

COMBINED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)

<TABLE>
<CAPTION>
FOR THE NINE
MONTHS FOR THE YEARS
ENDED JUNE 30, ENDED SEPTEMBER 30,
----------------- ---------------------------
1995 1994 1994 1993 1992
------- ------- ------- ------- -------
(UNAUDITED)
<S> <C> <C> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income..................................... $ 3,225 $ 1,941 $ 2,629 $ 3,531 $ 1,134
Adjustments to reconcile net income to net cash
provided by operating activities --
Depreciation and amortization............... 2,013 1,950 2,614 2,495 2,642
Deferred income tax provision (benefit)..... (170) 134 168 (156) 115
Gain on disposition of property and
equipment................................. (8) -- (82) (2) --
Changes in assets and liabilities --
(Increase) decrease in:
Accounts receivable.................... (686) (583) (971) (488) (563)
Prepaid expenses and other............. (180) (1,282) (545) (15) (11)
Other assets........................... 7 (3) (8) 42 58
Increase (decrease) in:
Accounts payable....................... 542 (250) 386 (447) 930
Deferred revenue and other credits..... 446 185 228 59 529
Accrued liabilities.................... 1,025 960 (48) 44 867
Customer deposits...................... (7) 4 10 2 2
------- ------- ------- ------- -------
Total adjustments...................... 2,982 1,115 1,752 1,534 4,569
------- ------- ------- ------- -------
Net cash provided by operating
activities........................... 6,207 3,056 4,381 5,065 5,703
------- ------- ------- ------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from the disposition of
property and equipment...................... $ 6 $ 294 $ 327 $ 35 $ --
Purchases of property and equipment............ (6,502) (4,625) (5,380) (2,759) (4,303)
Purchases of intangible assets................. (201) (50) (50) -- (11)
------- ------- ------- ------- -------
Net cash used in investing
activities........................... (6,697) (4,381) (5,103) (2,724) (4,314)
------- ------- ------- ------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from debt............................. 5,386 5,917 6,441 2,396 3,261
Principal repayments on debt................... (2,626) (4,353) (4,516) (4,262) (3,216)
Stockholder distributions...................... (2,922) (1,230) (2,672) (835) (220)
------- ------- ------- ------- -------
Net cash used in financing
activities........................... (162) 334 (747) (2,701) (175)
------- ------- ------- ------- -------
EFFECT OF ENVIROCYCLE, INC. CHANGE IN CASH FOR
THE PERIOD OCTOBER 1 - DECEMBER 31 (Note 1).... 744 (109) -- -- --
------- ------- ------- ------- -------
Net increase (decrease) in cash........ 92 (1,100) (1,469) (360) 1,214
CASH, beginning of period........................ 538 2,007 2,007 2,367 1,153
------- ------- ------- ------- -------
CASH, end of period.............................. $ 630 $ 907 $ 538 $ 2,007 $ 2,367
======= ======= ======= ======= =======
SUPPLEMENTAL DISCLOSURE OF
CASH PAID FOR:
Interest....................................... $ 575 $ 420 $ 591 $ 658 $ 804
Income taxes................................... $ 58 $ 404 $ 730 $ 948 $ 824
</TABLE>

The accompanying notes to combined financial statements are an integral part of
these statements.

F-45
<PAGE> 91

HUDSON MANAGEMENT CORPORATION AND SUBSIDIARIES
AND ENVIROCYCLE, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS
(INFORMATION WITH RESPECT TO THE JUNE 30, 1995 AND
1994 PERIODS IS UNAUDITED)

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Principles of Combination --

The combined financial statements include the accounts of Hudson Management
Corporation and its wholly-owned subsidiaries and Envirocycle, Inc. (together,
the "Companies"), which are affiliated through common ownership. All material
intercompany transactions between Hudson Management Corporation, its
subsidiaries and Envirocycle, Inc. have been eliminated.

The accounts of Envirocycle, Inc. have been combined on the basis of a
calendar year and include the years ended December 31, 1994 and 1993 and the
period from commencement of operations (March 23, 1992) through December 31,
1992. For comparative purposes, the unaudited combined statements of income and
cash flows for the nine month periods ended June 30, 1995 and 1994 include the
accounts of Envirocycle, Inc. for the periods from October 1 through June 30.

In the opinion of management, the unaudited combined financial statements
contain all adjustments, consisting of only normal recurring adjustments,
necessary to present fairly the combined financial position of the Companies at
June 30, 1995, and the combined results of their operations and cash flows for
the nine months ended June 30, 1995 and 1994.

Revenue Recognition --

Collection services may be billed up to four months in advance. Revenue on
such advance billings is deferred until services are performed. Such amounts are
included in deferred revenue and other credits in the accompanying combined
balance sheets.

Property and Equipment --

The Companies provide for depreciation using the straight-line method over
the following estimated useful lives:

<TABLE>
<S> <C>
Vehicles...................................................... 5-7 years
Containers and compactors..................................... 10 years
Equipment..................................................... 5-7 years
Leasehold improvements........................................ 5-7 years
Buildings..................................................... 31.5-40 years
</TABLE>

Maintenance and repairs are charged to expense when incurred. Additions and
major renewals are capitalized.

Depreciation and amortization expense for property and equipment for the
years ended September 30, 1994, 1993 and 1992 was $2,452,000, $2,216,000 and
$2,039,000, respectively.

Intangible Assets --

Intangible assets consist of the cost of purchased businesses in excess of
the market value of net assets acquired (goodwill), the costs of certain
franchise service areas obtained as part of businesses acquired, and noncompete
agreements obtained from former owners and management of businesses acquired.

F-46
<PAGE> 92

HUDSON MANAGEMENT CORPORATION AND SUBSIDIARIES
AND ENVIROCYCLE, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

Intangible assets are amortized using the straight-line method over their
estimated useful lives and are comprised of the following as of September 30,
1994 and 1993 (in thousands):

<TABLE>
<CAPTION>
USEFUL LIVES 1994 1993
------------ ------ ------
<S> <C> <C> <C>
Goodwill............................................ 40 years $2,585 $2,585
Franchise agreements................................ 4-16 years 666 674
Customer lists...................................... 5 years 10 10
Noncompete agreements............................... 5-15 years 51 311
------ ------
3,312 3,580
Less accumulated amortization....................... (755) (911)
------ ------
$2,557 $2,669
====== ======
</TABLE>

The Companies continually evaluate whether events and circumstances have
occurred that may warrant revision of the estimated useful life of intangible
assets or whether the remaining balance of intangible assets should be evaluated
for possible impairment. The Companies use an estimate of the related
undiscounted net income over the remaining life of intangible assets in
measuring whether the intangible assets are recoverable.

Amortization expense for intangible assets was $162,000, $279,000 and
$603,000 in 1994, 1993 and 1992, respectively.

Accrued Liabilities --

The Companies accrue estimated insurance claims for the self-funded portion
of their workers' compensation and health insurance plans. At September 30, 1994
and 1993, insurance claim reserves of $2,101,000 and $2,199,000, respectively,
were included in accrued liabilities.

Income Taxes --

Hudson Management Corporation accounts for income taxes in accordance with
Statement of Financial Accounting Standards ("SFAS") No. 109, "Accounting for
Income Taxes". Accordingly, deferred income taxes have been provided for the
effect of temporary differences between the income tax bases of assets and
liabilities and their reported amounts in the combined financial statements.

For the nine months ended June 30, 1995 and 1994, income taxes have been
provided based upon Hudson Management Corporation's anticipated effective annual
income tax rate.

Envirocycle, Inc. has elected S-corporation status for income tax reporting
purposes since its inception in 1992. Therefore, since that date, net income and
the related differences that arise in the recording of income and expense items
for financial reporting and income tax reporting purposes are included in the
individual tax returns of the stockholders of Envirocycle, Inc.

Upon closing of the merger transactions described in Note 10, Envirocycle,
Inc. will no longer be eligible for S-corporation status. At that time, deferred
income taxes will be recorded in accordance with SFAS No. 109 and an adjustment
to record Envirocycle, Inc. retained earnings as a capital contribution will be
recorded. Although the ultimate amount is not presently determinable, if
deferred taxes were recorded at June 30, 1995, retained earnings would be
decreased by approximately $46,000 (unaudited). In addition, $1,453,000
(unaudited) of retained earnings at June 30, 1995 would have been reclassified
to additional paid-in capital.

F-47
<PAGE> 93

HUDSON MANAGEMENT CORPORATION AND SUBSIDIARIES
AND ENVIROCYCLE, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

The unaudited pro forma effect of converting Envirocycle, Inc. from
S-corporation status is as follows (in thousands):

<TABLE>
<CAPTION>
ADDITIONAL
COMMON PAID-IN RETAINED
STOCK CAPITAL EARNINGS
------ ---------- --------
<S> <C> <C> <C>
BALANCE, June 30, 1995 (unaudited)................ $ -- $ 73 $ 6,535
Recording of deferred tax liability............... -- -- (46)
Reclassification of retained earnings to
additional paid-in capital...................... -- 1,453 (1,453)
------ ---------- --------
$ -- $1,526 $ 5,036
======== ========= ========
</TABLE>

The unaudited pro forma adjustment to reflect income taxes for Envirocycle,
Inc. included in the accompanying combined statements of income is for
informational purposes only. Income taxes have been provided at an estimated
effective tax rate of 40%.

Environmental Costs --

The Companies are subject to environmental laws and regulations that have
been enacted in response to technological advances and increased concern over
environmental issues. These regulations are administered by the Environmental
Protection Agency and various other federal, state and local environmental,
transportation, health and safety agencies. The Companies have not incurred any
material environmental costs nor experienced any significant regulatory problems
in the past and believe that they are in substantial compliance with all
applicable rules and regulations. Future environmental liabilities, if any,
would be recorded in the period in which they become probable and can be
reasonably estimated.

Concentrations of Credit Risk --

The Companies provide solid waste collection and recycling services to
commercial, industrial and residential customers located in the State of Florida
primarily through franchise agreements with municipalities. Depending on the
terms of the franchise agreements, the Companies either bill services to the
municipality or directly to the customer. Deposits are generally received from
residential customers billed directly by the Companies. As of September 30, 1994
and 1993, approximately 33% and 44% of outstanding accounts receivable,
respectively, were due directly from municipalities while the remainder was due
directly from individual customers. The Companies continually evaluate the
collectibility of accounts receivable and maintain allowances for potential
credit losses. Overall, the Companies believe their credit exposure is minimal
given the creditworthiness of municipal customers and the wide dispersion of
non-municipal bill customers.

Additionally, the Companies provide services to a major municipality
customer which comprised 25%, 23% and 26% of combined revenues in 1994, 1993 and
1992, respectively.

F-48
<PAGE> 94

HUDSON MANAGEMENT CORPORATION AND SUBSIDIARIES
AND ENVIROCYCLE, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

(2) PROPERTY AND EQUIPMENT:

A summary of property and equipment is shown below (in thousands):

<TABLE>
<CAPTION>
SEPTEMBER 30,
---------------------
1994 1993
-------- --------
<S> <C> <C>
Land................................................... $ 505 $ 510
Vehicles............................................... 13,328 12,337
Containers and compactors.............................. 8,495 7,006
Equipment.............................................. 1,546 1,189
Leasehold improvements................................. 1,109 938
Buildings.............................................. 1,268 1,183
-------- --------
26,251 23,163
Less accumulated depreciation and amortization......... (12,163) (11,758)
-------- --------
$ 14,088 $ 11,405
======== ========
</TABLE>

(3) LONG-TERM DEBT:

Long-term debt consists of the following:

<TABLE>
<CAPTION>
SEPTEMBER 30,
-------------------
1994 1993
------- -------
(IN THOUSANDS)
<S> <C> <C>
Notes payable to banks, interest adjusts based on fluctuations
in the banks' prime lending rate (7.75% at September 30,
1994), due 1994-2000, collateralized by substantially all
property and equipment and other assets, publicly traded
common stock owned by the Companies' stockholders and the
personal guarantee of a stockholder.......................... $ 7,642 $ 6,813
Mortgage note payable monthly at $3,350 principal plus interest
at 10% through January 1999, at which time the remaining
principal balance is due. This note is collateralized by the
Company's real property with a net book value of
approximately $1,161,000 and $1,091,000 as of September 30,
1994 and 1993, respectively.................................. 566 606
Note payable to stockholder, unsecured, interest only at 9%
payable semi-annually, principal balance due December 1997... 1,154 --
Note payable to stockholder, unsecured, payable at $1,478 per
month principal plus interest at the prime lending rate
(7.75% at September 30, 1994) through February 1997, at which
time the remaining principal balance is due.................. 216 234
Other notes payable............................................ 180 180
------- -------
9,758 7,833
Less current portion of long-term debt......................... (2,736) (3,263)
------- -------
$ 7,022 $ 4,570
======= =======
</TABLE>

The Companies had a $2.0 million working capital line of credit with a bank
which expired February 28, 1995. Borrowings under the line of credit were
immediately converted to term notes payable. At September 30, 1994, the
Companies had approximately $380,000 available under the line of credit. Upon
expiration of

F-49
<PAGE> 95

HUDSON MANAGEMENT CORPORATION AND SUBSIDIARIES
AND ENVIROCYCLE, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

the line of credit on February 28, 1995, the Companies obtained a $1.5 million
line of credit expiring February 28, 1996.

The following are estimated aggregate future debt principal payments as of
September 30, 1994 (in thousands):

<TABLE>
<CAPTION>
YEAR ENDING
SEPTEMBER 30,
------------------------------------------------------------------
<S> <C>
1995............................................................ $2,736
1996............................................................ 1,936
1997............................................................ 2,102
1998............................................................ 2,197
1999............................................................ 787
------
$9,758
======
</TABLE>

(4) RELATED PARTY TRANSACTIONS:

The Companies lease various office and garage space and land from a
stockholder. The operating leases expire at various dates through September 1998
and provide for monthly rentals of approximately $30,000 with a provision for a
rental increase each year based on the consumer price index.

During the years presented, there were funds advanced to and received from
a stockholder. At September 30, 1994 and 1993, there were notes payable to such
stockholder totaling $1,370,000 and $234,000, respectively (see Note 3).

Hudson Management Corporation has utilized the personal guarantee and
certain assets of a stockholder as well as certain assets of a person related to
Companies' stockholders as additional collateral on a significant portion of
their debt (see Notes 3 and 10).

(5) LEASES:

In addition to the related party leases discussed above, the Companies
lease corporate office space at a base rental amount of $4,300 per month through
September 1995. Also, the Companies must pay their share of the operating
expenses for the building which were estimated to be $1,300 per month through
September 1995. Subsequent to September 30, 1994, this lease was renewed (and
additional space was obtained) for a base rental amount of $4,700 per month
through January 2000, plus a share of building operating expenses estimated to
be $2,900 per month. Total rent expense for the years ended September 30, 1994,
1993 and 1992 was approximately $482,000, $384,000 and $372,000, respectively
(including related party leases of approximately $350,000, $317,000 and
$304,000, respectively).

F-50
<PAGE> 96

HUDSON MANAGEMENT CORPORATION AND SUBSIDIARIES
AND ENVIROCYCLE, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

The approximate future minimum lease payments (including related party
leases and the lease renewal described above) are as follows (in thousands):

<TABLE>
<CAPTION>
YEAR ENDING
SEPTEMBER 30,
------------------------------------------------------------------
<S> <C>
1995............................................................ $ 436
1996............................................................ 304
1997............................................................ 304
1998............................................................ 304
1999............................................................ 91
Thereafter...................................................... 30
------
$1,469
======
</TABLE>

(6) INCOME TAXES:

The components of the income tax provision are as follows (in thousands):

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
------------------------
1994 1993 1992
---- ------ ----
<S> <C> <C> <C>
Current:
Federal................................................... $182 $ 945 $677
State..................................................... 27 112 82
---- ------ ----
209 1,057 759
---- ------ ----
Deferred:
Federal................................................... 143 (139) 14
State..................................................... 25 (17) 101
---- ------ ----
168 (156) 115
---- ------ ----
$377 $ 901 $874
==== ====== ====
</TABLE>

A reconciliation of the statutory federal income tax rate to the Companies'
actual and pro forma effective tax rates as reported in the accompanying
combined statements of income is shown below:

<TABLE>
<CAPTION>
YEAR ENDED SEPTEMBER 30,
---------------------------------------------------------
ACTUAL PRO FORMA (UNAUDITED)
--------------------------- -------------------------
1994 1993 1992 1994 1993 1992
------ ------ ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>
Statutory federal income tax
rate......................... 34.0% 34.0% 34.0% 34.0% 34.0% 34.0%
Amortization of goodwill....... 0.8 0.6 1.0 0.8 0.6 1.0
State income taxes, net of
federal benefit.............. 1.1 1.4 6.0 4.1 3.5 6.1
Nondeductible expenses......... 2.0 1.4 3.0 2.0 1.4 3.0
Envirocycle, Inc. earnings
(S-corporation).............. (25.2) (18.3) (2.3) -- -- --
Other, net..................... (0.2) 1.2 1.8 1.3 2.3 2.1
------ ------ ----- ----- ----- -----
Effective tax rate........... 12.5% 20.3% 43.5% 42.2% 41.8% 46.2%
====== ====== ===== ===== ===== =====
</TABLE>

F-51
<PAGE> 97

HUDSON MANAGEMENT CORPORATION AND SUBSIDIARIES
AND ENVIROCYCLE, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

In 1993, Hudson Management Corporation adopted SFAS No. 109 with no
material impact. Under SFAS No. 109, deferred tax assets or liabilities at the
end of each period are determined by applying the current tax rate to the
difference between the financial reporting and income tax bases of assets and
liabilities.

Components of the net deferred income tax liability are shown below (in
thousands):

<TABLE>
<CAPTION>
SEPTEMBER 30,
-------------------
1994 1993
------- -------
<S> <C> <C>
Deferred income tax liability:
Book basis in property over tax basis.................. $(1,471) $(1,369)
------- -------
Deferred income tax assets:
Non-deductible self insurance reserves................. 779 816
Non-deductible allowance for doubtful accounts......... 57 83
Other, net............................................. 9 12
------- -------
845 911
------- -------
Net deferred income tax liability...................... $ (626) $ (458)
======= =======
</TABLE>

Prepaid expenses and other as of September 30, 1994 include current income
taxes receivable totaling approximately $464,000.

The Companies' federal income tax returns for 1993 are currently under
examination by the Internal Revenue Service. In the opinion of the Companies'
management, the outcome of such examination will not have a material impact on
the combined financial position and results of operations of the Companies.

(7) COMMITMENTS AND CONTINGENCIES:

The Companies provide commercial, industrial and residential waste
collection and recycling services under terms of contracts or franchise
agreements with several governmental agencies (municipalities and counties).
Among other things, these contracts and agreements specify the terms and
conditions of performance, rates, geographical boundaries and types of services
to be provided. The contracts and agreements expire at various times through
September 2002 and, in most cases, must be competitively bid for renewal.

The Companies have adopted a maximum premium group health insurance plan.
The plan calls for the Companies to pay approximately $65 per employee each
month to a third party administrator. This payment is used to purchase stop loss
insurance, group life insurance, and pay the fees of the third party
administrator, who processes all claims. The Companies are then responsible for
paying all claims up to the stop loss limits which are $30,000 per year per
individual or an aggregate amount equal to a maximum premium amount per
employee, per year. The Companies have accrued their estimate of the claims
liability under the plan which management believes is adequate to cover claims
incurred as of September 30, 1994 and 1993.

The Companies participate in a workers' compensation employers' self
insurance plan. The Companies' maximum liability under the self insurance plan
is limited to a percentage of the standard premium, as defined. Reserves are
estimated for both reported and unreported claims using industry loss
development factors. Revisions to estimated reserves are recorded in the period
in which they become known. The estimated workers' compensation reserves as of
September 30, 1994 and 1993 totaling $2,071,000 and $2,169,000, respectively,
represent management's best estimate, and in the opinion of the Companies'
management, any future adjustments to estimated reserves will not have a
material impact on the combined financial statements.

F-52
<PAGE> 98

HUDSON MANAGEMENT CORPORATION AND SUBSIDIARIES
AND ENVIROCYCLE, INC.

NOTES TO COMBINED FINANCIAL STATEMENTS -- (CONTINUED)

At September 30, 1994, the Companies had a $2.0 million letter of credit
line with a bank of which $1.0 million has been used to guarantee the payment of
claims under the Companies' workers' compensation self insurance plan.

In the normal course of business, the Companies have performance and surety
bonds which are not reflected in the accompanying combined balance sheets. The
aggregate value of these off balance sheet financial instruments totaled
approximately $5.3 million at September 30, 1994. The Companies' management
believes that the likelihood of performance under these financial instruments is
minimal and expects no material losses to occur in connection with these
financial instruments.

The Companies are involved in certain legal actions and claims arising in
the ordinary course of business. Based on advice of legal counsel, it is the
opinion of management that such litigation and claims will be resolved without
material effect on the Companies' combined financial position.

(8) 401(K) SAVINGS PLAN:

Employees of the Companies may participate in a Section 401(k) savings
plan, whereby the employees may elect to make contributions pursuant to a salary
reduction agreement upon meeting certain age and length-of-service requirements.
Effective January 1, 1995, the Companies elected to provide an employer matching
contribution of 10% of each employee's contribution for fiscal 1995. The
Companies made no matching contribution to the plan in 1994, 1993 or 1992.

(9) STOCKHOLDERS' EQUITY:

Capital stock consists of the following authorized, issued and outstanding
shares as of September 30, 1994 and 1993:

<TABLE>
<CAPTION>
SHARES SHARES ISSUED PAR
AUTHORIZED AND OUTSTANDING VALUE AMOUNT
---------- --------------- ----- ------
<S> <C> <C> <C> <C>
Hudson Management Corporation..... 500 200 $ 1 $200
Envirocycle, Inc.................. 1,000 100 1 100
------
$300
=======
</TABLE>

(10) SUBSEQUENT EVENT:

On May 21, 1995, the Companies entered into merger agreements with Republic
Industries, Inc. ("Republic") whereby Republic would acquire all of the
outstanding capital stock of the Companies for eight million shares of Republic
common stock. The merger agreements were consummated on August 3, 1995 upon
approval by Republic's stockholders and regulatory agencies and completion of
other customary closing conditions.

F-53
<PAGE> 99

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Boards of Directors and Shareholder of
The Denver Fire Reporter & Protective Co.
and Guardian Security Services, Inc.:

We have audited the accompanying combined balance sheet of The Denver Fire
Reporter & Protective Co. and Guardian Security Services, Inc. (together, the
"Denver Alarm Companies"; both Colorado corporations affiliated through common
ownership) as of December 31, 1995, and the related combined statements of
income and retained earnings and cash flows for the year then ended. These
combined financial statements are the responsibility of the Denver Alarm
Companies' management. Our responsibility is to express an opinion on these
combined financial statements based on our audit.

We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Denver Alarm Companies as
of December 31, 1995, and the results of their operations and their cash flows
for the year then ended in conformity with generally accepted accounting
principles.

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
March 5, 1996.

F-54

<PAGE> 100

DENVER ALARM COMPANIES

COMBINED BALANCE SHEET

DECEMBER 31, 1995

<TABLE>
<CAPTION>
ASSETS
------
<S> <C>
CURRENT ASSETS:
Cash................................................................................ $1,301,560
Accounts receivable, net of allowance for doubtful accounts of $97,966.............. 2,660,079
Inventories......................................................................... 589,137
Due from affiliates, net............................................................ 50,299
Other............................................................................... 61,782
----------

Total current assets........................................................... 4,662,857
----------

PROPERTY AND EQUIPMENT, net................................................................ 366,004

OTHER ASSETS............................................................................... 63,150
----------

Total assets................................................................... $5,092,011
==========

LIABILITIES AND SHAREHOLDER'S EQUITY
------------------------------------

CURRENT LIABILITIES:
Accounts payable.................................................................... $ 278,971
Accrued expenses.................................................................... 693,836
Customer deposits................................................................... 63,949
Deferred revenue.................................................................... 1,810,587
----------

Total current liabilities...................................................... 2,847,343
----------
COMMITMENTS AND CONTINGENCIES (Note 5)

SHAREHOLDER'S EQUITY (Note 4):
Common stock........................................................................ 2,590
Additonal paid-in capital........................................................... 155,641
Retained earnings................................................................... 2,086,437
----------

Total shareholder's equity..................................................... 2,244,668
----------

Total liabilities and shareholder's equity..................................... $5,092,011
==========
</TABLE>
The accompanying notes to combined financial statements
are an integral part of this statement.

F-55
<PAGE> 101

DENVER ALARM COMPANIES

COMBINED STATEMENT OF INCOME AND RETAINED EARNINGS

FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>

<S> <C>

INSTALLATION, MONITORING AND SERVICE REVENUE................................................. $16,325,866

INSTALLATION, MONITORING AND SERVICE COST OF SALES........................................... 8,748,267
----------
Gross margin......................................................................... 7,577,599

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES................................................. 4,443,145
----------

Income from operations................................................................ 3,134,454
----------

INTEREST INCOME.............................................................................. 57,778
----------

Net income............................................................................ 3,192,232

RETAINED EARNINGS, beginning of year......................................................... 2,979,205

Less: Distributions to shareholder.................................................... 4,085,000
----------

RETAINED EARNINGS, end of year............................................................... $2,086,437
==========

UNAUDITED PRO FORMA ADJUSTMENT TO REFLECT INCOME
TAX PROVISION ON S-CORPORATION EARNINGS (Note 1)......................................... $1,276,893
----------
Unaudited pro forma net income (Note 1)............................................... $1,915,339
==========
</TABLE>
The accompanying notes to combined financial statements
are an integral part of this statement.

F-56
<PAGE> 102

DENVER ALARM COMPANIES

COMBINED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 1995

<TABLE>

<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income........................................................................ $ 3,192,232
Adjustments to reconcile net income to net cash provided
by operating activities:
Depreciation and amortization................................................... 108,911
Provision for doubtful accounts................................................. 92,330
Changes in assets and liabilities-
Increase in accounts receivable.............................................. (74,849)
Increase in inventories...................................................... (28,848)
Decrease in due from affiliates.............................................. 547,071
Decrease in other assets..................................................... 41,484
Increase in accounts payable and accrued expenses............................ 364,831
Decrease in customer deposits................................................ (7,343)
Increase in deferred revenue................................................. 173,744
-----------

Net cash provided by operating activities............................. 4,409,563
-----------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment............................................... (155,168)
-----------

CASH FLOWS FROM FINANCING ACTIVITIES:
Distributions to shareholder...................................................... (4,085,000)
-----------

NET INCREASE IN CASH................................................................... 169,395

CASH AT BEGINNING OF YEAR.............................................................. 1,132,165
-----------

CASH AT END OF YEAR.................................................................... $ 1,301,560
===========
</TABLE>

The accompanying notes to combined financial statements
are an integral part of this statement.

F-57
<PAGE> 103

DENVER ALARM COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS

DECEMBER 31, 1995

(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

(a) Business and Nature of Operations-

The accompanying combined financial statements include the accounts of the
Denver Fire Reporter & Protective Co. and Guardian Security Services, Inc.
(together, the "Companies"), which are affiliated through common ownership.

The Companies install commercial and residential security systems, access
control systems and fire alarm systems and provide monitoring services
primarily in the Denver, Colorado Springs and Fort Collins, Colorado
metropolitan areas.

(b) Principles of Combination-

All material intercompany transactions between the Companies have been
eliminated.

Installation, monitoring and service revenue under the monitoring agreements
are recognized as earned over the life of the contract.

(d) Allowance for Doubtful Accounts-

Amounts determined to be uncollectible by management are provided for in the
financial statements in the period in which such determination is made.

(e) Inventories-

Inventories consist primarily of parts used in installation and servicing.
Inventories are stated at the lower of cost (first-in, first-out method) or
market.

(f) Property and Equipment-

Property and equipment are recorded at cost. Depreciation is computed using
accelerated methods for all major asset classes utilizing the following useful
lives:

<TABLE>
<S> <C>
Buildings and improvements....................... 10-15 years
Computers and office equipment................... 5 years
Vehicles......................................... 5 years
Furniture and fixtures........................... 7 years
</TABLE>

Repair and maintenance costs are expensed as incurred.

Depreciation and amortization expense on property and equipment totaled
$108,911 in 1995.

F-58
<PAGE> 104
DENVER ALARM COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

(g) Income Taxes-

The Companies have elected S-Corporation status for income tax reporting
purposes. Accordingly, income or loss and the related differences that arise
in the recording of income and expense items for financial reporting and income
tax reporting purposes are included in the individual tax returns of the
shareholder. The unaudited pro forma adjustment to reflect income taxes on
S-Corporation earnings included in the accompanying combined statement of
income and retained earnings is for informational purposes only. Such
unaudited pro forma income taxes have been provided to yield an overall
estimated pro forma income tax rate of 40 percent.

(h) Use of Estimates-

The preparation of these financial statements required the use of certain
estimates by management in determining the Companies' assets, liabilities,
revenue and expenses.

(2) PROPERTY AND EQUIPMENT, net:

Property and equipment, net, as of December 31, 1995, consist of the following:

<TABLE>
<S> <C>
Vehicles........................................................ $1,020,457
Computers and equipment......................................... 703,073
Furniture and fixtures.......................................... 776,392
Buildings....................................................... 138,531
Building improvements........................................... 368,408
-------
3,006,861

Less: Accumulated depreciation and amortization................ (2,640,857)
----------

$ 366,004
==========
</TABLE>

(3) 401(k) SAVINGS PLAN:

The Companies sponsor a 401(k) defined contribution savings plan, whereby
employees may elect to make tax deferred contributions upon meeting certain age
and length-of-service requirements. Substantially all employees are eligible to
participate. The plan provides for an annual, discretionary employer
contribution which totaled $30,000 in 1995.

(4) SHAREHOLDER'S EQUITY:

Common stock consists of the following authorized, issued and outstanding
shares as of December 31, 1995:

<TABLE>
<CAPTION>
Shares Issued
Shares and
Company Authorized Outstanding Par Value Amount
------- ---------- ------------- --------- ------
<S> <C> <C> <C> <C>
The Denver Fire Reporter & Protective Co. ......... 50,000 1,490 $1.00 $1,490
Guardian Security Systems, Inc. ................... 1,000,000 1,100 1.00 1,100
--------- ----- ------

1,050,000 2,590 $2,590
========= ===== ======

</TABLE>

F-59
<PAGE> 105
DENVER ALARM COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

(5) RELATED PARTY TRANSACTIONS:

The Companies leased certain properties for their operations in Denver and Fort
Collins from the Companies' shareholder and certain related parties. Rent
expense under these lease agreements totaled approximately $280,000 in 1995.

The Companies continue to rent office and warehouse space from the shareholder
and certain related parties. Such rentals include monthly lease payments of
$2,303 for one facility, subject to annual renewal, and a month-to-month
payment of $1,000 for another facility. The Company also utilizes space in two
other facilities owned by the Companies' shareholder. There is no formal lease
agreement or monthly payment for utilization of this space of approximately
7,300 square feet; however, the Companies paid repair and maintenance costs
which totaled $8,518 in 1995.

(6) SUBSEQUENT EVENTS:

On February 27, 1996, the Companies merged with Republic Industries, Inc.
("Republic") pursuant to a merger agreement, whereby Republic acquired all of
the outstanding capital stock of the Companies in exchange for 1,631,752 shares
of Republic common stock. In connection with the merger, the Companies'
shareholder contributed a building valued at $1,250,000 to the Companies. The
building is utilized as office space for the Companies' principal operations.
Rent expense on this building in 1995 totaled approximately $240,000.

F-60
<PAGE> 106

REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

To the Stockholders of
Area Container Services, Inc., Incendere, Inc. and
Smithton Sanitation Service, Inc.:

We have audited the accompanying combined balance sheet of Area Container
Services, Inc., Incendere, Inc. and Smithton Sanitation Service, Inc.
(collectively, the "Schaubach Companies") as of December 31, 1995, and the
related combined statements of operations, stockholders' equity (deficit) and
cash flows for the year then ended. These combined financial statements are the
responsibility of the Schaubach Companies' management. Our responsibility is
to express an opinion on these combined financial statements based on our audit.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of the Schaubach Companies as of
December 31, 1995, and the results of their operations and their cash flows for
the year then ended in conformity with generally accepted accounting
principles.

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
February 9, 1996 (Except with respect to the matter
discussed in Note 11, as to which
the date is February 29, 1996).

F-61
<PAGE> 107

THE SCHAUBACH COMPANIES

COMBINED BALANCE SHEET
AS OF DECEMBER 31, 1995
(IN THOUSANDS)

<TABLE>
<CAPTION>
ASSETS
------
<S> <C>
CURRENT ASSETS:
Cash .................................................................................... $ 193
Accounts receivable, less allowance for doubtful accounts of $615........................ 2,348
Due from affiliates...................................................................... 26
Inventories.............................................................................. 99
Prepaid expenses......................................................................... 178
--------

Total current assets................................................................ 2,844

PROPERTY AND EQUIPMENT, net.................................................................. 7,107
INTANGIBLE ASSETS, net....................................................................... 865
OTHER ASSETS................................................................................. 96
--------

Total assets........................................................................ $ 10,912
========

LIABILITIES AND STOCKHOLDERS' DEFICIT
-------------------------------------

CURRENT LIABILITIES:
Accounts payable......................................................................... $ 1,969
Short-term notes payable................................................................. 502
Current portion of long-term debt........................................................ 2,087
Accrued liabilities...................................................................... 1,965
Deferred revenue......................................................................... 212

--------

Total current liabilities........................................................... 6,735

LONG-TERM DEBT, less current portion......................................................... 4,734
--------

Total liabilities................................................................... 11,469
--------

COMMITMENTS AND CONTINGENCIES (Notes 4, 5, 6, 7 and 10)

STOCKHOLDERS' DEFICIT:
Commmon stock ........................................................................... 13
Additional paid-in capital............................................................... 120
Accumulated deficit...................................................................... (690)
--------

Total stockholders' deficit......................................................... (557)
--------

Total liabilities and stockholders' deficit......................................... $ 10,912
========
</TABLE>

The accompanying notes to combined financial statements
are an integral part of this statement.

F-62
<PAGE> 108

THE SCHAUBACH COMPANIES

COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS)

<TABLE>
<S> <C>
REVENUE.................................................................................... $ 18,524

COST OF OPERATIONS......................................................................... 13,906
--------

GROSS PROFIT............................................................................... 4,618

SELLING, GENERAL AND ADMINISTRATIVE EXPENSES............................................... 4,434
--------

INCOME FROM OPERATIONS..................................................................... 184

INTEREST EXPENSE........................................................................... (487)

OTHER EXPENSE, net......................................................................... (33)
--------

NET LOSS................................................................................... $ (336)
========
</TABLE>

The accompanying notes to combined financial statements
are an integral part of this statement.

F-63
<PAGE> 109

THE SCHAUBACH COMPANIES

COMBINED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
FOR THE YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS)

<TABLE>
<CAPTION> Retained
Additional Earnings
Common Paid-In (Accumulated
Stock Capital Deficit)
------- ---------- --------
<S> <C> <C> <C>
BALANCE, beginning of year.................................... $ 13 $ 123 $ 2,160

Net loss.................................................. - - (336)

Stockholder distributions................................. - - (669)

Stock redemption (Note 10)................................ - (3) (1,845)
---- ----- -------

BALANCE, end of year.......................................... $ 13 $ 120 $ (690)
==== ===== =======
</TABLE>

The accompanying notes to combined financial statements
are an integral part of this statement.

F-64

<PAGE> 110

THE SCHAUBACH COMPANIES

COMBINED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS)

<TABLE>
<S> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss................................................................................... $ (336)
Adjustments to reconcile net loss to net cash provided by
operating activities:
Depreciation and amortization......................................................... 1,565
Provision for doubtful accounts....................................................... 209
Loss on sale of fixed assets.......................................................... 36
Loss from equity investments.......................................................... 15
Changes in assets and liabilities:
Accounts receivable................................................................. (997)
Inventories......................................................................... 94
Prepaid expenses.................................................................... 3
Accounts payable and accrued liabilities............................................ 1,721
--------

Net cash provided by operating activities.................................... 2,310
--------

NET ASSETS SPUN OFF INTO AWI (NOTE 10)........................................................ (87)
--------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment......................................................... (3,901)
Proceeds from the sale of equipment........................................................ 26
Loans to affiliates and others............................................................. (6)
Purchase of intangibles and other assets................................................... (342)
Proceeds from the sale of equity securities................................................ 130
--------

Net cash used in investing activities........................................ (4,093)
--------

CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of notes payable from unrelated parties......................................... (2,041)
Proceeds of notes payable from unrelated parties........................................... 3,804
Repayments of loans from stockholders and affiliates....................................... (1,282)
Proceeds of loans from stockholders and affiliates......................................... 1,482
Distributions to stockholders.............................................................. (270)
--------

Net cash provided by financing activities.................................... 1,693
--------

DECREASE IN CASH AND CASH EQUIVALENTS......................................................... (177)

CASH AND CASH EQUIVALENTS, beginning of year.................................................. 370
--------

CASH AND CASH EQUIVALENTS, end of year........................................................ $ 193
========

SUPPLEMENTAL DISCLOSURE OF CASH PAID FOR:
Interest................................................................................... $ 466

</TABLE>

The accompanying notes to combined financial statements
are an integral part of this statement.

F-65
<PAGE> 111

THE SCHAUBACH COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS
DECEMBER 31, 1995

(1) NATURE OF OPERATIONS:

Incendere, Inc. ("Incendere"), a Virginia Subchapter S corporation, was
primarily engaged in the transportation and destruction of regulated medical
waste until October 31, 1995 at which time the company reorganized its medical
waste destruction business into a separate company. See Note 10.

Area Container Services, Inc. ("Area"), a Virginia Subchapter S corporation and
Smithton Sanitation Service, Inc. ("Smithton") a North Carolina Subchapter S
corporation, provide solid waste collection and recycling services to
governmental, commercial, industrial and residential customers.

(2) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

Principles of Combination-

The combined financial statements include the accounts of Area, Incendere and
Smithton (together, the "Schaubach Companies" or the "Companies"), which are
affiliated through common ownership. All material intercompany transactions
between the Companies have been eliminated.

The accounts of Smithton have been combined on the basis of a fiscal year ended
October 31, 1995.

Revenue Recognition-

Collection services may be billed up to three months in advance. Revenue on
such advance billings is deferred until services are performed. Such amounts
are included in deferred revenue in the accompanying combined balance sheet.

Inventories-

Inventories consist of boxes, containers and packaging supplies sold to the
customers of Incendere in connection with medical waste disposal. These
inventories are valued at the lower of cost (first-in, first-out method) or
market.

Property and Equipment-

The Companies provide for depreciation using the straight-line method over the
following estimated useful lives:

<TABLE>
<S> <C>
Vehicles................................................. 3-8 years
Containers............................................... 5-10 years
Furniture, fixtures and equipment........................ 2-15 years
Buildings and leasehold improvements..................... 2-20 years
</TABLE>

Maintenance and repairs are charged to expense when incurred. Additions and
major renewals are capitalized.

Depreciation and amortization expense for property and equipment for the year
was $1,478,000.

F-66
<PAGE> 112

THE SCHAUBACH COMPANIES
NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

Intangible Assets-

Intangible assets consist of the cost of purchased businesses in excess of the
market value of net assets acquired (goodwill), the costs of certain contracts
and royalty agreements obtained as part of businesses acquired, and noncompete
and consulting agreements obtained from former owners and management of
businesses acquired.

Intangible assets are amortized using the straight-line method over their
estimated useful lives and are comprised of the following (in thousands):

<TABLE>
<CAPTION>
Useful Lives Cost
<S> <C> <C>
Goodwill............................................ 40 years $ 351
Contracts........................................... 10 years 105
Royalty agreements.................................. 2 years 67
Noncompete and consulting agreements................ 1-10 years 547
-------

1,070
Less accumulated amortization (205)
-------

$ 865
=======
</TABLE>

Amortization expense for intangible assets in the combined statement of
operations was approximately $87,000.

Accrued Liabilities-

The Companies accrue estimated insurance claims for the self-funded portion of
their health and dental insurance plans. Insurance claim reserves of $57,800
are included in accrued liabilities.

The Companies accrue environmental and transfer station renovation and closure
costs to be incurred due to local zoning law changes, for required transfer
station monitoring and maintenance costs and for final closure costs of
transfer station sites. The Company estimates its future cost requirements
based on its interpretation of the local zoning laws and of the technical
standards of the United States Environmental Protection Agency's regulations.
These estimates do not take into account discounts for the present value of
such total estimated costs. Environmental reserves of $300,000 are included
in accrued liabilities.

F-67
<PAGE> 113

THE SCHAUBACH COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

The Companies accrue dividends to shareholders based on shareholder agreements
which provide for the distribution of dividends in an amount sufficient to
cover personal federal and state income taxes resulting from the pass through
of corporate taxable income. Unpaid declared dividends of $550,000 are
included in accrued liabilities.

Income Taxes-

The Companies have elected S-corporation status for income tax reporting
purposes. Therefore, net income and the related differences that arise in the
recording of income and expense items for financial reporting and income tax
reporting purposes are included in the individual tax returns of the
stockholders of the Companies. Therefore no provision or liability for federal
and state income taxes has been included in the combined financial statements.

Upon closing of the merger transactions described in Note 11, the Companies
will no longer be eligible for S-corporation status. At that time, deferred
income taxes will be recorded in accordance with SFAS No. 109.

(3) PROPERTY AND EQUIPMENT:

A summary of property and equipment is shown below (in thousands):

<TABLE>
<S> <C>
Land............................................................................... $ 74
Buildings and leasehold improvements............................................... 553
Automotive equipment............................................................... 5,944
Containers......................................................................... 2,858
Furniture and fixtures............................................................. 340
Machinery and equipment............................................................ 1,581
-------

11,350
Less accumulated depreciation and amortization............................. (4,243)
-------

$ 7,107
=======
</TABLE>

F-68
<PAGE> 114
THE SCHAUBACH COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

(4) LONG-TERM DEBT:

Long-term debt consists of the following (in thousands):

<TABLE>
<S> <C>
Notes payable to banks, variable and fixed interest rates, variable
interest rates adjust based on fluctuations in the banks' prime
lending rate (8.75% at December 31, 1995), fixed interest rates ranging
from 7.24% to 13% due 1996-2001, collateralized substantially by
property and equipment and other assets, and the personal guarantees
of stockholders.......................................................................... $ 4,590

Notes payable to a former stockholder of Smithton payable monthly with interest rates of
7.43% and 8%, due 1996-2005. Collateralized by the outstanding shares of Smithton and
limited guarantee of the stockholders of Smithton........................................
545

Covenant not to compete agreement payable to a former stockholder of Smithton, unsecured
and non-interest bearing agreement due 1996-2005.........................................
398

Notes payable to stockholders, unsecured, non-interest bearing and interest bearing with
interest rates of 8.25% and 9.00% ....................................................... 797

Notes and loans payable to companies affiliated by the common ownership of a
stockholder, unsecured, non-interest bearing and interest bearing with interest rates
of prime (8.75% at December 31, 1995) plus 1% and 8.5% .......................................
491
-------

6,821
Less current portion of long-term debt..................................................... (2,087)
-------

$ 4,734
=======
</TABLE>

The Companies have two commercial borrowing notes with a bank. The notes are
due on demand, with interest payable monthly at the bank's prime rate (8.75% at
December 31, 1995) on one note and at the bank's prime rate plus .25% on the
other. Total borrowings on these notes amounted to $434,000 at December 31,
1995 with $800,000 still available to the Companies. The Companies also have a
$100,000 working capital line of credit, of which approximately $68,000 was
outstanding at December 31, 1995. Interest is at prime (8.75% at December 31,
1995) plus 1%. The weighted average interest rate on the above amounts was
8.87% at December 31, 1995. The notes are collateralized by accounts
receivable and various equipment.

F-69
<PAGE> 115
THE SCHAUBACH COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

In January, 1996, Area obtained an additional one year line of credit totaling
$750,000 of which the company borrowed $566,000.

Future debt principal payments in the aggregate are approximately as follows as
of December 31, 1995 (in thousands):

<TABLE>
<S> <C>
1996....................................... $2,087
1997....................................... 1,307
1998....................................... 1,128
1999....................................... 867
2000....................................... 776
Thereafter................................. 656
-------

$6,821
======
</TABLE>

(5) RELATED PARTY TRANSACTIONS:

The Companies lease various office, garage and shop space and land for a
transfer station from a stockholder and a limited partnership principally owned
by the stockholder. The operating leases expire at various dates through
January 1997 and provide for monthly rentals of approximately $30,000.

During the year, there were funds advanced to and received from a stockholder
and affiliated companies owned principally by the stockholder. At December 31,
1995, there were notes payable to such stockholder and his affiliated companies
totaling $1,288,000 (see Note 4).

The Companies have utilized the personal guarantee of a stockholder as
additional collateral on a significant portion of their debt (see Note 4).

The Companies have utilized the management services of an affiliated company
owned principally by a stockholder of the Companies. Total expense incurred
during the year presented in the accompanying combined financial statements
was $31,700 of which $16,200 was payable at the balance sheet date.

(6) LEASES:

In addition to the related party leases discussed above, the Companies lease
corporate office space and various local residential refuse convenience
drop-off centers at approximately $22,250 per month. The approximate future
minimum lease payments (including related party leases and the lease renewal
described above) are as follows (in thousands):

<TABLE>
<S> <C>
1996....................................... $ 171
1997....................................... 96
1998....................................... 74
1999....................................... 17
2000....................................... -
Thereafter................................. -
-----
$ 358
=====

</TABLE>

F-70
<PAGE> 116

THE SCHAUBACH COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

(7) COMMITMENTS AND CONTINGENCIES:

The Companies provide commercial, industrial and residential waste collection
and recycling services under terms of contracts or franchise agreements with
several governmental agencies (municipalities and counties). Among other
things, these contracts and agreements specify the terms and conditions of
performance, rates, geographical boundaries and types of services to be
provided. The contracts and agreements expire at various times through 1998
and, in most cases, must be competitively bid for renewal.

The Companies have adopted a maximum premium group health insurance plan. The
plan calls for the Companies to pay approximately $120 per employee each month
to a third party administrator. This payment is used to purchase stop loss
health insurance coverage for employees participating in the plan. The stop
loss provision on the plan is $20,000, per individual, per year. Reserves are
estimated for both reported and unreported claims using the past years'
claims experience of the Companies. Revisions to estimated reserves are
recorded in the period in which they become known. The estimated reserve of
$107,000 represents management's best estimate, and management's opinion is
that any future adjustments to estimated reserves will not have a material
impact on the combined financial statements.

In the normal course of business, the Companies have letters of credit and
performance and surety bonds which are not reflected in the accompanying
combined balance sheets. The aggregate value of these off balance sheet
financial instruments totaled approximately $185,000 at December 31, 1995. The
Companies' management believes that the likelihood of performance under these
financial instruments is minimal and expects no material losses to occur in
connection with these financial instruments.

The Companies are involved in certain legal actions and claims arising in the
ordinary course of business. Based on advice of legal counsel, it is the
opinion of management that such litigation and claims will be resolved without
material effect on the Companies' combined financial position.

F-71
<PAGE> 117
THE SCHAUBACH COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

(8) 401(k) SAVINGS PLAN:

Employees of the Companies may participate in a 401(k) savings plan, whereby
the employees may elect to make contributions pursuant to a salary reduction
agreement upon meeting certain age and length-of-service requirements. The
Companies provide an employer matching contribution as defined by the plan.
Contributions by the Companies and plan expenses totaled $115,000 for the year.

(9) STOCKHOLDERS' EQUITY:
Common stock consists of the following authorized, issued and outstanding
shares as of December 31, 1995:

<TABLE>
<CAPTION>
Additional
Shares Common Paid-In
Shares Issued and Stock Capital
Authorized Outstanding (In thousands) (In thousands)
---------- ----------- -------------- ----------
<S> <C> <C> <C> <C>
Area........................................ 1,000 500 $ 13 $ 114
Incendere-Voting............................ 5,000 10 - -
Incendere-Nonvoting......................... 50,000 100 - 6
Smithton.................................... 100,000 100 - -
-------- ---------

$ 13 $ 120
======== =========
</TABLE>

(10) REORGANIZATION:

In July 1995, the shareholders of Incendere agreed to reorganize into two
separate companies: A medical and infectious waste destruction and
incineration company and a medical and infectious waste collection and
transport company. In accordance with the Agreement and Plan of Reorganization
and Corporate Separation dated September 26, 1995 (the "Reorganization Plan")
effective October 31, 1995, Incendere contributed certain assets and
liabilities specified in the Reorganization Plan to American Waste Industries,
Inc. ("AWI"), a newly formed subsidiary, in exchange for the capital stock of
AWI. Simultaneously, Incendere redeemed 10 shares of voting common stock and
100 shares of nonvoting common stock owned by a former shareholder of Incendere
in exchange for the capital stock of AWI. The Reorganization Plan also
specified that certain assets and liabilities be retained by Incendere and that
the

F-72
<PAGE> 118

THE SCHAUBACH COMPANIES

NOTES TO COMBINED FINANCIAL STATEMENTS (CONTINUED)

remaining assets and liabilities be classified as unallocated and liquidated by
Incendere. As required by the Reorganization Plan, the net proceeds collected
by Incendere on the unallocated assets were used to pay unallocated
liabilities, $100,000 to AWI and $100,000 to Incendere. The remaining proceeds
are to be used for an "Equalization Payment", as defined, to Incendere such
that the book value of net assets retained by Incendere equals the book
value of net assets transferred to AWI less $75,000, which was paid to AWI at
closing. Any excess proceeds would then be divided equally between Incendere
and AWI. Any future equalization payment is not expected to have a material
effect on the combined financial statements.

Additionally, Incendere entered into a medical waste incineration agreement
dated November 8, 1995 with AWI whereby minimum weekly payments of $25,315,
$20,712 and $13,808 are required for contract years ending through 2005, 2006
and 2007, respectively. For the year ended December 31, 1995, incineration
expense incurred under the medical waste incineration agreement totaled
$382,000. Incendere also entered into an agreement with the former chief
operating officer for the payment of $5,000 per month for 60 months for prior
and future consulting services. The total $300,000 payable under the agreement
was recorded as an expense of the current year as the value of future services
to be provided under this agreement are not expected to be significant.
Incendere has entered into a ten year noncompete agreement.

(11) SUBSEQUENT EVENT:

On February 15, 1996, the Companies entered into reorganization agreements with
Republic Industries, Inc. ("Republic") whereby Republic would acquire
all of the outstanding capital stock of the Companies for approximately 1.3
million shares of Republic common stock. The mergers were consummated on
February 29, 1996.

F-73
<PAGE> 119

UNAUDITED CONDENSED CONSOLIDATED PRO FORMA FINANCIAL STATEMENT

REPUBLIC INDUSTRIES, INC., AND SUBSIDIARIES AND
HUDSON MANAGEMENT CORPORATION AND SUBSIDIARIES AND ENVIROCYCLE, INC.

The following Unaudited Condensed Consolidated Pro Forma Financial
Statement includes the supplemental consolidated financial statements of
Republic Industries, Inc. and subsidiaries (the "Company") which include the
results of operations of the Denver Fire Reporter & Protective Co. and
Affiliate ("Denver Alarm") and Incendere, Inc. and Affiliates ("Incendere")
with which the Company merged in February 1996. These transactions have been
accounted for under the pooling of interests method of accounting and,
accordingly, the Company's supplemental consolidated financial statements have
been retroactively adjusted as if the Company, Denver Alarm and Incendere had
operated as one entity since inception.

The following Unaudited Condensed Consolidated Pro Forma Statement of
Operations for the year ended December 31, 1995, presents the pro forma
results of continuing operations of the Company as if the acquisition of
Hudson Management Corporation and subsidiaries and Envirocycle Inc. (together,
"HMC") had been consummated at the beginning of the period presented. The
statement of operations also contains pro forma adjustments related to a series
of equity transactions involving the sale of common stock and warrants (the
"Equity Transactions") as if the Equity Transactions had occurred at the
beginning of the period presented. This unaudited pro forma condensed
consolidated financial statement should be read in conjunction with the
respective historical and supplemental consolidated financial statements and
notes thereto of the Company, HMC, Denver Alarm and Incendere.

The unaudited pro forma income from continuing operations per common and
common equivalent share is based on the combined weighted average number of
common shares and common share equivalents outstanding which include, where
appropriate, the assumed exercise or conversion of warrants and options. In
computing the unaudited pro forma income from continuing operations per
common and common equivalent share, the Company utilizes the modified treasury
stock method.

The Unaudited Condensed Consolidated Pro Forma Financial Statement was
prepared utilizing the accounting policies of the respective entities as
outlined in their historical financial statements except as described in the
accompanying notes. The acquisition of HMC was accounted for under the purchase
method of accounting. Accordingly, the unaudited condensed consolidated pro
forma financial statements reflect the Company's preliminary allocation of
purchase price of HMC which will be subject to further adjustments as the
Company finalizes the allocation of the purchase price in accordance with
generally accepted accounting principles. The unaudited pro forma condensed
consolidated results of operations do not necessarily reflect actual results
which would have occurred if the acquisition or Equity Transactions had taken
place on the assumed dates, nor are they necessarily indicative of the results
of future combined operations.

F-74
<PAGE> 120

REPUBLIC INDUSTRIES, INC. AND SUBSIDIARIES AND
HUDSON MANAGEMENT CORPORATION AND SUBSIDIARIES AND ENVIROCYCLE, INC.

UNAUDITED CONDENSED CONSOLIDATED PRO FORMA STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
PRO FORMA
ADJUSTMENTS
THE ------------------
COMPANY HMC COMBINED DR. CR. PRO FORMA
-------- ------- -------- ------ ------ ---------
<S> <C> <C> <C> <C> <C> <C>
Revenue............................ $295,165 $33,201 $328,366 $ 328,366
Expenses:
Cost of operations............... 192,213 21,772 213,985 $1,004(a) $ 289(b) 214,700
Selling, general and
administrative................ 63,010 9,298 72,308 447(c) 71,861
Other (income) expense:
Interest and other income........ (5,715) -- (5,715) (5,715)
Interest expense................. 6,117 489 6,606 6,606(d) --
-------- ------- -------- ------ ------ ---------
255,625 31,559 287,184 1,004 7,342 280,846
-------- ------- -------- ------ ------ ---------
Income from continuing operations
before income taxes.............. 39,540 1,642 41,182 1,004 7,342 47,520
Income tax provision............... 16,166 657 16,823 2,376(e) 19,199
-------- ------- -------- ------ ------ ---------
Income from continuing
operations....................... $ 23,374 $ 985 $ 24,359 $3,380 $7,342 $ 28,321
======== ======= ======== ====== ====== ========
Primary:
Earnings per share from
continuing operations......... $ 0.35 $ 0.35
======== ========
Weighted average common and
common equivalent shares
outstanding................... 65,272 82,010
======== ========
Fully Diluted:
Earnings per share from
continuing operations......... $ 0.34 $ 0.32
======== ========
Weighted average common and
common equivalent shares
outstanding................... 68,700 87,656
======== ========
</TABLE>

The accompanying notes are an integral part of this pro forma financial
statement.

F-75

<PAGE> 121

REPUBLIC INDUSTRIES, INC., AND SUBSIDIARIES AND HUDSON
MANAGEMENT CORPORATION AND SUBSIDIARIES AND ENVIROCYCLE, INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED
PRO FORMA FINANCIAL STATEMENT

(a) Represents a net adjustment related to the elimination of the historical
amortization of intangible assets and the recording of amortization, on a
straight-line basis, on the intangible assets resulting from the preliminary
purchase price allocation of HMC. Intangible assets resulting from the
purchase of HMC are being amortized over a 40 year life which approximates
the estimated useful life.

(b) Represents a reduction to depreciation expense resulting from the revision
of estimated lives of acquired property and equipment of HMC to conform with
the Company's policies.

(d) Represents the assumed interest savings on the payoff of all existing
indebtedness of the Company and HMC with the proceeds from the Equity
Transactions.

(e) Represents the incremental change in the combined entity's provision for
income taxes as a result of the pre-tax earnings of HMC and all pro forma
adjustments as described above.

F-76
<PAGE> 122

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The following table sets forth the estimated expenses payable by the
Registrant in connection with the filing of this Post-Effective Amendment No. 1
to this Registration Statement. All of such expenses are estimates.

<TABLE>
<S> <C>
Printing and Engraving Expenses.................................................... $30,000
Legal Fees and Expenses............................................................ 20,000
Accounting Fees and Expenses....................................................... 30,000
Blue Sky Fees and Expenses......................................................... 1,000
-------
Total.................................................................... $81,000
=======
</TABLE>

ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES

All transactions listed below involved the issuance of shares of Common
Stock and other securities of the Company prior to the commencement of the
offering of shares of Common Stock described in the foregoing Prospectus. Unless
otherwise indicated, all securities were issued by the Company in reliance upon
Section 4(2) of the Securities Act of 1933, as amended.

On March 1, 1996, in connection with the merger of A.J. Panzarella and
Co., Inc. ("Panzarella"), the Company issued 332,792 shares of Common Stock to
the sole shareholder of Panzarella in exchange for all of the issued and
outstanding capital stock of Panzarella.

On February 29, 1996, in connection with the merger of Schaubach, the
Company issued 1,282,700 shares of Common Stock to the shareholders of
Schaubach in exchange for all of the issued and outstanding capital stock of
Schaubach.

On February 27, 1996, in connection with the merger of Denver Alarm,
the Company issued 1,631,752 shares of Common Stock to the sole shareholder of
Denver Alarm in exchange for all of the issued and outstanding capital stock of
Denver Alarm.

On January 30, 1996, in connection with the merger of Charleston Disposal
Systems, Inc. and its affiliates ("CDS"), the Company issued 300,000 shares of
Common Stock to the shareholders of CDS in exchange for all of the issued and
outstanding capital stock of CDS.

On November 30, 1995, in connection with the merger of Duncan, the Company
issued 5,256,055 shares of Common Stock to the shareholders of Duncan in
exchange for all of the issued and outstanding capital stock of Duncan.

On November 30, 1995, in connection with the merger of GDS, the Company
issued 3,003,000 shares of Common Stock to the shareholders of GDS in exchange
for all of the issued and outstanding capital stock of GDS.

On November 30, 1995, in connection with the merger of Fennell, the Company
issued 3,111,111 shares of Common Stock to the shareholders of Fennell in
exchange for all of the issued and outstanding capital stock of Fennell.

On November 30, 1995, in connection with the merger of Scott, the Company
issued 1,567,818 shares of Common Stock to the shareholders of Scott in exchange
for all of the issued and outstanding capital stock of Scott.

On October 17, 1995, in connection with the merger of Southland, the
Company issued 2,600,000 shares of Common Stock to the shareholders of Southland
in exchange for all of the issued and outstanding capital stock of Southland.

On October 11, 1995, in connection with the merger of United, the Company
issued 1,500,000 shares of Common Stock to the shareholders of United in
exchange for all of the issued and outstanding capital stock of United.

On October 2, 1995, in connection with the merger of Reliable Sanitation,
Inc., a closely-held Florida corporation ("Reliable"), the Company issued
138,450 shares of Common Stock to the sole shareholder of Reliable in exchange
for all of the issued and outstanding capital stock of Reliable.

II-1
<PAGE> 123

On September 7, 1995, the Company issued and sold 5,000,000 shares of
Common Stock in a private placement to institutional and other accredited
investors, at an offering price of $20.25 per share. The shares were placed
through Allen & Company, Incorporated, for a commission of $0.25 per share on
all shares sold.

On August 28, 1995, in connection with the merger of Kertz, the Company
issued 1,090,000 shares of Common Stock to the shareholders of Kertz in exchange
for all of the issued and outstanding capital stock of Kertz.

On August 3, 1995, in connection with the merger of HMC, the Company issued
8,000,000 shares of Common Stock to the sole shareholder of HMC in exchange for
all of the issued and outstanding capital stock of HMC.

On August 3, 1995, the Company issued and sold to H. Wayne Huizenga,
Westbury (Bermuda) Ltd., and Harris W. Hudson, and their respective assigns, in
the aggregate, 10,350,000 shares of Common Stock, and warrants to purchase
16,700,000 shares of Common Stock at exercise prices ranging from $4.50 to $7.00
per share, for an aggregate purchase price of $64,075,000 pursuant to certain
stock purchase agreements.

On July 24, 1995, the Company issued and sold 5,400,000 shares of Common
Stock in a private placement to institutional and other accredited investors, at
an offering price of $13.25 per share. The shares were placed through Allen &
Company, Incorporated, for a commission of $0.25 per share on all shares sold.

On May 25, 1995, in connection with the attainment of a specified earnings
level by Cleveland Container Services, Inc. ("Cleveland Container"), for the
year ended December 31, 1994, the Company issued 34,375 shares of Common Stock
to the former owner of Cleveland Container.

On April 18, 1994, in connection with the attainment of a specific earnings
level by Cleveland Container, for the year ended December 31, 1993, the Company
issued 39,000 shares of Common Stock to the former owner of Cleveland Container.

On April 9, 1994, in connection with the attainment of a specified earnings
level by Living Earth Technology, Inc. ("Living Earth"), for the year ended
December 31, 1993, the Company issued 108,336 shares of Common Stock to the
former owners of Living Earth.

On April 1, 1993, in connection with the attainment of a specified earnings
level by Living Earth, for the year ended December 31, 1992, the Company issued
120,833 shares of Common Stock to the former owners of Living Earth.

On April 1, 1993, in connection with the attainment of a specified earnings
level by El Centro Sanitation Service company and Republic Imperial Acquisition
Corp. (collectively "El Centro"), for the year ended December 31, 1992, the
Company issued 24,595 shares of Common Stock to the former owners of El Centro.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULE

(a) A list of the exhibits filed as part of this Registration Statement is
set forth in the Exhibit Index which immediately precedes such exhibits.

(b) Financial Statement Schedule

<TABLE>
<S> <C>
Report of Independent Certified Public Accountants on Schdeule....................... II-3
Schedule II -- Valuation and Qualifying Accounts and Reserves......................... II-4
</TABLE>

II-2
<PAGE> 124
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS ON SCHEDULE

To the Stockholders and Board of Directors of Republic Industries, Inc.:

We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements of Republic Industries, Inc. included in
this Registration Statement and have issued our report thereon dated April 5,
1996. Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The schedule listed in
Item 16(b) hereof is the responsibility of the Company's management and is
presented for purposes of complying with the Securities and Exchange
Commission's rules and is not part of the basic consolidated financial
statements. This schedule has been subjected to the auditing procedures applied
in the audits of the basic consolidated financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic consolidated financial statements
taken as a whole.

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
April 5, 1996.

II-3
<PAGE> 125

REPUBLIC INDUSTRIES, INC.
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
SCHEDULE II
(IN THOUSANDS)
=============================================================================

<TABLE>
<CAPTION>
Balance Balance
at Additions Accounts at End
Beginning Charged to Written of
Classifications of Year Income Off Other(1) Year
--------------- -------------- ------------- ---------- -------- ---------
<S> <C> <C> <C> <C> <C>
ALLOWANCE FOR DOUBTFUL ACCOUNTS:

1995 . . . . . . . . . . $ 1,055 $ 1,204 $ (1,034) $ 621 $ 1,846

1994 . . . . . . . . . . $ 1,016 $ 721 $ (686) $ 4 $ 1,055

1993 . . . . . . . . . . $ 904 $ 811 $ (782) $ 83 $ 1,016
</TABLE>

- ---------

(1) Allowance of acquired businesses.

II-4
<PAGE> 126

ITEM 17. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:

i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in this Registration Statement;

iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement.

(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the Offering.

(b) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

II-5

<PAGE> 127

SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this Post-Effective Amendment to Registration Statement to be signed on
its behalf by the undersigned, thereunto duly authorized, in the City of Ft.
Lauderdale, State of Florida, on April 5, 1996.

REPUBLIC INDUSTRIES, INC.

By: /s/ MICHAEL R. CARPENTER
------------------------------------
Michael R. Carpenter, Vice President
and Controller

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment to Registration Statement has been signed by the
following persons in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------------------------------------------- ----------------------------- ------------------
<S> <C> <C>
* Chairman of the Board and April 5, 1996
- --------------------------------------------- Chief Executive Officer
H. Wayne Huizenga (Principal Executive
Officer)
* President and Director April 5, 1996
- ---------------------------------------------
Harris W. Hudson
/s/ Gregory K. Fairbanks Executive Vice President and April 5, 1996
- --------------------------------------------- Chief Financial Officer
Gregory K. Fairbanks (Principal Financial
Officer)
/s/ Michael R. Carpenter Vice President and Controller April 5, 1996
- --------------------------------------------- (Principal Accounting
Michael R. Carpenter Officer)
* Vice Chairman of the Board April 5, 1996
- ---------------------------------------------
Michael G. DeGroote
* Director April 5, 1996
- ---------------------------------------------
J.P. Bryan
* Director April 5, 1996
- ---------------------------------------------
Rick L. Burdick
* Director April 5, 1996
- ---------------------------------------------
John J. Melk
/s/ George D. Johnson, Jr. Director April 5, 1996
- ---------------------------------------------
George D. Johnson, Jr.
*By: /s/ Gregory K. Fairbanks
----------------------------------------
Gregory K. Fairbanks
Attorney-in-Fact
</TABLE>

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<PAGE> 128

EXHIBIT INDEX

Exhibit
No. Description of Exhibit
- ------- ----------------------

2.1 Agreement and Plan of Merger and Reorganization, dated May 30, 1991,
by and between Republic Waste Industries, Inc., an Oklahoma
corporation, and Republic Waste Industries, Inc., a Delaware
corporation (incorporated by reference to Exhibit 3.1 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1991).

3.1 First Amended and Restated Certificate of Incorporation of Republic
Waste Industries, Inc., as amended (incorporated by reference to
Exhibit 3.1 to the Registrant's Registration Statement on Form S-3,
No. 33-62489 and to Exhibit 3.2 to the Registrant's Registration
Statement on Form S-3, No. 33-65289).

3.2 Bylaws of Republic Industries, Inc., as amended to date (incorporated
by reference to Exhibit 3.2 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1995).

5.1** Opinion of Akerman, Senterfitt & Eidson, P.A. as to the validity of
the Shares.

10.1 Republic Waste Industries, Inc. 1990 Stock Option and Stock Purchase
Plan (incorporated by reference to Exhibit 10.1(a) to the Registrant's
Registration Statement on Form S-1, No. 33-37191).

10.2 Form of Stock Option Agreement (incorporated by reference to Exhibit
10.1(b) to the Registrant's Registration Statement on Form S-1, No.
33-37191).

10.3 Letter Agreement, dated March 18, 1991, by and among MGD Holdings
Ltd., Republic Waste Industries, Inc., Tom J. Fatjo, Jr., Republic
Investors, Ltd., Investors, Inc., Robert Alpert, First Financial
Environmental Investors, Pete Boyas, James D. Lee, Richard K. Reiling,
William M. DeArman, Frank C. Payton, David C. Payton and Richard
Morton. (incorporated by reference to Exhibit 10.31 to the
Registrant's Annual Report on Form 10-K for the year ended December
31, 1990).

10.4 Warrant to Purchase 1,150,000 Shares of Republic Waste Industries,
Inc. Common Stock issued to MGD Holdings Ltd. (incorporated by
reference to Exhibit 10.18 to the Registrant's Registration Statement
on Form S-1, No. 33-42530).

10.5 Stock Exchange Agreement between Republic Waste Industries, Inc. and
MGD Holdings Ltd. (incorporated by reference to Exhibit 10.22 to the
Registrant's Registration Statement on Form S-1, No. 33-42530).

10.6 Republic Waste Industries, Inc. 1991 Stock Option Plan (incorporated
by reference to Exhibit 10.42 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1992).

10.7 Form of Stock Option Agreement (incorporated by reference to Exhibit
10.43 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1992).

10.8 Form of Warrant to purchase 300,000 shares of Republic Waste
Industries, Inc. Common Stock, issued to Donald E. Koogler
(incorporated by reference to Exhibit 10.54 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1992).

10.9 Agreement of Settlement and Mutual Release by and among Republic Waste
Industries, Inc. and Michael G. DeGroote, Donald E. Koogler, Gary W.
DeGroote, Kevin J. Comeau, Rick L. Burdick, Douglas R. Gowland, Lance
R. Ruud, August C. Schultes, III, Mark S. Alsentzer, Gary J. Ziegler,
Eugene J. Kerins, Edward A. Schultes, Richard J. Schultes, Peter
Schultes, Barbara Schultes ITF Elizabeth Schultes (Minor), Barbara
Schultes ITF Deborah Schultes (Minor) and August C. Schultes, IV,
dated as of January 29, 1994 (incorporated by reference to Exhibit
10.46 to the Registrant's Annual Report on Form 10-K for the year
ended December 31, 1993).

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<PAGE> 129

10.10 Form of Warrant to purchase 100,000 shares of Republic Waste
Industries, Inc. Common Stock issued to MGD Holdings Ltd.
(incorporated by reference to Exhibit 10.33 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1994).

10.11 Form of Warrant to purchase 50,000 shares of Republic Waste
Industries, Inc. Common Stock issued to J.P. Bryan (incorporated by
reference to Exhibit 10.34 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1994).

10.12 Form of Warrant to purchase 50,000 shares of Republic Waste
Industries, Inc. Common Stock issued to Rick L. Burdick (incorporated
by reference to Exhibit 10.35 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1994).

10.13 Distribution Agreement, dated February 14, 1995, by and between
Republic Waste Industries, Inc. and Republic Environmental Systems,
Inc. (incorporated by reference to Exhibit 10.36 to the Registrant's
Annual Report on Form 10-K for the year ended December 31, 1994).

10.14 Stock Purchase Agreement, dated May 21, 1995, by and between H. Wayne
Huizenga and Republic Waste Industries, Inc. (incorporated by
reference to Exhibit (c)(1) to the Registrant's Current Report on Form
8-K/A, dated July 17, 1995).

10.15 Agreement and Plan of Merger, dated May 21, 1995, by and among
Republic Waste Industries, Inc., Republic Hudson Acquisition
Corporation, Hudson Management Corporation and Harris W. Hudson and
Bonnie J. Hudson (incorporated by reference to Exhibit (c)(2) to the
Registrant's Current Report on Form 8-K/A, dated July 17, 1995).

10.16 Agreement and Plan of Merger, dated May 21, 1995, by and among
Republic Waste Industries, Inc., Republic Hudson Acquisition
Corporation, Envirocycle, Inc. and Harris W. Hudson and Bonnie J.
Hudson (incorporated by reference to Exhibit (c)(3) to the
Registrant's Current Report on Form 8-K/A, dated July 17, 1995).

10.17 Stock Purchase Agreement, dated May 21, 1995, by and between Harris W.
Hudson and Republic Waste Industries, Inc. (incorporated by reference
to Exhibit (c)(4) to the Registrant's Current Report on Form 8-K/A,
dated July 17, 1995).

10.18 Stock Purchase Agreement, dated May 21, 1995, by and between Westbury
(Bermuda) Ltd. and Republic Waste Industries, Inc. (incorporated by
reference to Exhibit (c)(5) to the Registrant's Current Report on Form
8-K/A, dated July 17, 1995).

10.19 Proxy, dated as of May 21, 1995, by MGD Holdings Ltd., in favor of H.
Wayne Huizenga (incorporated by reference to Exhibit (c)(6) to the
Registrant's Current Report on Form 8-K/A, dated July 17, 1995).

10.20 Stockholder Stock Option Agreement, dated as of May 21, 1995, by MGD
Holdings Ltd., in favor of H. Wayne Huizenga (incorporated by
reference to Exhibit (c)(7) to the Registrant's Current Report on Form
8-K/A, dated July 17, 1995).

10.21 First Amendment to Stock Purchase Agreement, dated July 17, 1995, by
and between Republic Waste Industries, Inc. and H. Wayne Huizenga
(incorporated by reference to Exhibit (c)(8) to the Registrant's
Current Report on Form 8-K/A, dated July 17, 1995).

10.22 Republic Waste Industries, Inc. 1995 Employee Stock Option Plan
(incorporated by reference to Exhibit 10.19 to the Registrant's
Registration Statement on Form S-1, No. 33-63209).

10.23 Republic Waste Industries, Inc. 1995 Non-employee Director Stock
Option Plan (incorporated by reference to Exhibit 10.20 to the
Registrant's Registration Statement on Form S-1, No. 33-63209).

II-8
<PAGE> 130

10.24 Merger Agreement, dated August 24, 1995, by and among Republic Waste
Industries, Inc., RS Mergersub, Inc., Southland Environmental
Services, Inc., Felix A. Crawford, Individually and as Trustee of the
Felix A. Crawford Revocable Living Trust, and CFP, Ltd. (incorporated
by reference to Exhibit (c)(1) to the Registrant's Current Report on
Form 8-K, dated August 24, 1995).

10.25 Merger Agreement, dated as of August 24, 1995, by and among Republic
Waste Industries, Inc., RKSA, Inc., RKSA II, Inc., Kertz Security
Systems, Inc., Kertz Security System II, Inc., Leon W. Brauser,
Michael Brauser, Robert Brauser and Joel Brauser (incorporated by
reference to Exhibit (c)(2.1) to the Registrant's Current Report on
Form 8-K, dated August 28, 1995).

10.26 First Amendment to Merger Agreement, dated as of October 17, 1995, to
the Merger Agreement, dated August 24, 1995, by and among Republic
Waste Industries, Inc., RS Mergersub, Inc., Southland Environmental
Services, Inc., Felix A. Crawford, Individually and as Trustee of the
Felix A. Crawford Revocable Living Trust, and CFP, Ltd. (incorporated
by reference to Exhibit 2.2 to the Registrant's Current Report on Form
8-K, dated October 17, 1995).

10.27 Merger Agreement, dated as of October 31, 1995, by and among Republic
Waste Industries, Inc., RWI/GDS Mergersub, Inc., Garbage Disposal
Service, Inc., Lee G. Brown and Mina Brown McLean (incorporated by
reference to Exhibit 2.1 to the Registrant's Current Report on Form
8-K, dated October 31, 1995).

10.28 Merger Agreement, dated as of November 11, 1995, by and among
Republic Waste Industries, Inc., RWI/JCD Inc., RWI/Grand Inc.,
RWI/Trashaway Inc., RWI/Tos-It Inc., RWI/WestTex Inc., RWI Pantego I
Inc., RWI/Pantego II Inc., J.C. Duncan Company, Inc., Arlington
Disposal Company, Inc., Grand Prairie Disposal Company, Inc.,
Trashaway Services, Inc., Tos-It Service Company, Inc., Wes Tex Waste
Services, Inc., Pantego Service Company, Pantego I, Inc., Pantego II,
Inc., E & E Truck Leasing, Ltd., EETL I, Inc., EETL II, Inc., Robert
C. Duncan, Janette T. Duncan, Dan R. Duncan, Debra A. Duncan, DeeDee
Duncan Elliot, George Martin Duncan, Melinda Duncan Vince and Robert
C. Duncan as Trustee of the Robert C. Duncan Annuity Trusts Nos. One,
Two, Three and Four (incorporated by reference to Exhibit 2.2 to the
Registrant's Current Report on Form 8-K, dated October 31, 1995).

10.29 Merger Agreement, dated as of November 13, 1995, by and among Republic
Waste Industries, Inc., RI/FCC Mergersub, Inc., RI/FWS Mergersub,
Inc., RI/FV Mergersub, Inc., RI/PD Mergersub, Inc., RI Investment Co.,
Inc., Fennell Waste Systems, Inc., Fennell Container Co., Inc.,
Fenn-Vac, Inc., Pepperhill Development Co., Inc., GF/WWF, Inc., George
W. Fennell, Robert N. Shepard, G. Scott Fennell, S. Allison Fennell,
Debra A. Haschker, James R. Bland, John H. Chapman, Jeffrey A.
Forslund and Leo J. Zolnierowicz (incorporated by reference to Exhibit
2.3 to the Registrant's Current Report on Form 8-K, dated October 31,
1995).

10.30 Merger Agreement, dated as of February 15, 1996, by and among Republic
Industries, Inc., RI/DFRP, Inc., RI/GS Merger Corp., The Denver
Fire Reporter & Protective Co., Guardian Security Services, Inc., and
John Stewart Jackson (incorporated by reference to Exhibit 2.1 to
the Registrant's Current Report on Form 8-K, dated February 14, 1996).

10.31 Reorganization Agreement, dated as of February 14, 1996, by and among
Republic Industries, Inc., RI/Area, Inc., RI/Smith, Inc., Incendere,
Inc., Area Container Services, Inc., Smithton Sanitation Service,
Inc., Dwight C. Schaubach, James D. Schaubach, Emmett K. Moore, Charles
F. Moore and R.D. Cuthrell (incorporated by reference to Exhibit 2.2
to the Registrant's Current Report on Form 8-K, dated February 14,
1996).

10.32 Credit Facilities and Reimbursement Agreement, dated December 19,
1995, by and among Republic Industries, Inc., as Borrower, NationsBank
of Florida, National Association, The First National Bank of Boston,
The Bank of Nova Scotia, The First National Bank of Chicago, SunTrust
Bank, South Florida, National Association, United States National Bank
of Oregon, ABN AMRO Bank, N.V., The Bank of New York, Barnett Bank of
Broward County, N.A., Credit Lyonnais New York Branch, Credit Lyonnais
Cayman Island Branch, and LTCB Trust

II-9
<PAGE> 131

Company, as Lenders and NationsBank of Florida, National Association,
as Agent and The First National Bank of Boston, as Co-Agent
(incorporated by reference to Exhibit 10.32 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995).

21.1 Subsidiaries of Republic Industries, Inc. as of March 26, 1996
(incorporated by reference to Exhibit 21.1 of the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1995).

23.1* Consent of Independent Certified Public Accountants.

23.2 Consent of Ackerman, Senterfitt & Eidson, P.A. (included in
Exhibit 5.1 above).

24.1** Power of Attorney.

- -------------

* Filed herewith.
** Previously filed.

II-10

<PAGE> 1

EXHIBIT 23.1

CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

As independent certified public accountants, we hereby consent to the use
of our reports (and to all references to our firm) included in or made a part of
this registration statement.

ARTHUR ANDERSEN LLP

Fort Lauderdale, Florida,
April 5, 1996.