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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 19, 1996
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REPUBLIC INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-9787 73-1105145
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(Commission (IRS Employer
File Number) Identification No.)
450 East Las Olas Boulevard
Ft. Lauderdale, FL 33301
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (954) 713-5200
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200 East Las Olas Boulevard, Ft. Lauderdale, FL 33301
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 19, 1996, Republic Industries, Inc. (the "Registrant")
acquired in a merger transaction, all of the outstanding capital stock of
Addington Resources, Inc. ("Addington"). As a result of such transaction,
Addington became a wholly-owned subsidiary of the Registrant.
Pursuant to an Agreement and Plan of Reorganization (the "Agreement"), dated
as of June 25, 1996 among the Registrant, RI/AR Merger Corp. and Addington,
the Registrant acquired Addington in exchange for an aggregate of 14,014,651
shares of the common stock, par value $.01 per share, of the Registrant.
The transaction will be accounted for under the pooling of interests method
of accounting.
The descriptions contained herein of the Agreement and the transactions
contemplated thereunder are qualified in their entirety by reference to the
Agreement and the Press Release, dated December 19, 1996, incorporated herein
by reference or attached hereto as Exhibits 2 and 99, respectively, which are
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) The historical combined financial statements of Addington required by this
Item 7(a) are incorporated herein by reference to Exhibit 99.1 to the
Registrant's Current Report on Form 8-K/A dated November 25, 1996.
(b) The pro forma financial information of Addington required by this
Item 7(b) are incorporated herein by reference to Exhibit 99.1 to the
Registrant's Current Report on Form 8-K/A dated November 25, 1996.
(c) Exhibits.
The Exhibits to this Report are listed in the Exhibit Index set forth
elsewhere herein.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REPUBLIC INDUSTRIES, INC.
By: /s/ Michael S. Karsner
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Michael S. Karsner
Senior Vice President
and Chief Financial Officer
Date: December 24, 1996
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REPUBLIC INDUSTRIES, INC.
EXHIBIT INDEX
Number and
Description of Exhibit
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1. None
2. Agreement and Plan of Reorganization, dated as of June 25,
1996, among Republic Industries, Inc., RI/AR Merger Corp.
and Addington Resources, Inc. (incorporated by reference to
Exhibit 99.1 to the Registrant's Current Report on Form 8-K
dated June 25, 1996).
4. None
15. None
16. None
17. None
21. None
23. None
24. None
27. None
99. Press Release, dated December 19, 1996.
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Exhibit 99
[REPUBLIC INDUSTRIES, INC. LETTERHEAD]
FOR IMMEDIATE RELEASE CONTACT: J. Ronald Castell
(954) 713-5355
REPUBLIC INDUSTRIES ANNOUNCES COMPLETION OF ADDINGTON MERGER
Fort Lauderdale, Florida (December 19, 1996) - Republic Industries, Inc.
(NASDAQ:RWIN) announced that it had completed its previously announced merger
transaction with Addington Resources, Inc. (NASDAQ:ADDR).
Under the terms of this transaction Addington shareholders will receive 0.9
shares of Republic common stock for each share of Addington they hold.
Effective December 20, 1996, Addington Resources, Inc. (NASDAQ:ADDR) will be
de-listed from trading on NASDAQ.
Republic is a diversified company operating in the automotive, solid waste,
electronic security and out-of-home media industries.
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