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Rule 424(b)(4)
Registration Statement File No. 333-04269
PROSPECTUS
11,422,820 SHARES
[REPUBLIC INDUSTRIES, INC. LOGO]
COMMON STOCK
This Prospectus relates to an aggregate of 11,422,820 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 (the "Offering") for sale by persons (the "Selling Stockholders") who
have acquired such shares in certain private placement transactions and
acquisitions of businesses by the Company not involving a public offering. The
Shares are being registered under the Securities Act of 1933, as amended (the
"Securities Act"), on behalf of the Selling Stockholders in order to permit the
public sale or other distribution of the Shares.
The Shares may be sold or distributed from time to time by or for the
account of the Selling Stockholders through underwriters or dealers, through
brokers or other agents, or directly to one or more purchasers, including
pledgees, at market prices prevailing at the time of sale or at prices
otherwise negotiated. This Prospectus also may be used, with the Company's
prior consent, by donees of the Selling Stockholders, or by other persons
acquiring Shares and who wish to offer and sell such Shares under circumstances
requiring or making desirable its use. 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 "Selling Stockholders" and "Plan
of Distribution."
The Common Stock is traded on The Nasdaq Stock Market -- National
Market ("Nasdaq") under the symbol "RWIN." On May 31, 1996, the last reported
sales price for the Common Stock as reported by Nasdaq was $26.00 per share
(adjusted for the Stock Split described below). On May 10, 1996, the
Company's Board of Directors declared a two-for-one stock split (the "Stock
Split") in the form of a 100% stock dividend to stockholders of record on May
28, 1996, to be distributed on June 8, 1996. Commencing on June 10, 1996,
quotations by Nasdaq relating to the Common Stock will reflect the Stock Split.
Unless otherwise provided herein, all references in this Prospectus to per
share data and numbers of shares of Common Stock (including the number of
shares covered by this Prospectus) have been retroactively adjusted to reflect
the Stock Split.
Prospective investors should carefully consider the matters set forth under
the caption "Risk Factors" located on page 3 of this Prospectus.
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.
May 31, 1996
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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.
TABLE OF CONTENTS
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PAGE
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Available Information................................................................. 2
The Company........................................................................... 3
Risk Factors.......................................................................... 3
Use of Proceeds....................................................................... 9
Selling Stockholders.................................................................. 9
Plan of Distribution.................................................................. 9
Description of Capital Stock.......................................................... 10
Legal Matters and Experts............................................................. 11
Incorporation of Certain Documents by Reference....................................... 12
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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-3 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.
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THE COMPANY
The Company is a diversified services company, which, through its
subsidiaries, primarily provides integrated solid waste collection, disposal
and recycling services to public and private sector customers. As of May 15,
1996,the Company owns or operates fourteen solid waste landfills with five
located in Texas, two in California and one each in Florida, Georgia, Michigan,
North Carolina, South Carolina, Indiana and North Dakota with approximately
1,544 permitted acres and total available permitted disposal capacity of
approximately 63.8 million in-place cubic yards. The Company also currently
provides collection service to over 870,000 residential, commercial and
industrial customers, primarily in areas surrounding its landfill sites,
certain areas of Georgia, Maine, New Hampshire and Virginia and throughout
Florida. In addition, the Company provides related environmental services
including engineering, 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.
The Company's strategy is to aggressively grow as a diversified company
by acquiring and integrating existing solid waste collection, disposal and
recycling businesses, and by expanding its recently acquired electronic
security services business through internal growth and additional acquisitions.
In addition, it is currently anticipated that the Company will expand its
operations outside of solid waste management and electronic security services,
through acquisitions or other means, including but not limited to new and used
vehicle retailing and related automotive businesses.
In November 1995, the Company changed its name to Republic Industries,
Inc. from Republic Waste Industries, Inc. The Common Stock 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.
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. As of April 30, 1996, 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, beneficially own an aggregate of
83,022,556 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 presently exercisable options and warrants
to purchase an aggregate of 29,605,116 shares of Common Stock), or an aggregate
of 42% of the issued and outstanding shares of Common Stock assuming all of
such options and warrants 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, these stockholders
acting together would be able to exert considerable influence over the election
of the Company's directors and the outcome of most corporate actions requiring
stockholder approval.
Dependence on Key Personnel. The Company's future success depends to a
significant extent on its management team. 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.
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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 registration statements (including the registration
statement of which this Prospectus is a part), by certain selling stockholders,
an aggregate of 171,837,286 shares of Common Stock, of which 36,290,000 shares
were reserved for issuance pursuant to certain outstanding options and
warrants. These registration statements cover, among other shares, 51,378,400
shares of Common Stock issued in various private placements, and 60,570,696
shares of Common Stock issued in various private business combination
transactions, since July 1995. Since August 11, 1995, approximately 17% of such
shares have been sold to the public. In addition, the Company intends to
continue to issue 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 on
October 11, 1995 registered an additional 12,000,000 shares of Common Stock
pursuant to a shelf registration statement, and an aggregate of 9,141,400
shares of Common Stock have been issued as of May 21, 1996 in acquisitions
under such shelf registration statement. 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 warrants or options, or upon completion of acquisitions or other
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.
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Absence of Operating History in Electronic Security Services Business,
Used Vehicle Business and Other Lines of Business. Through the acquisition of
several companies commencing in August 1995, the Company is engaged in the
electronic security services business. Prior to such time, the Company had no
history of operations in the electronic security services industry. In
addition, the Company currently anticipates that it will, through acquisitions,
enter into other lines of business, including previously-owned vehicle
retailing and related businesses through its pending acqusition of AutoNation
Incorporated, which is a developing chain of used car megastores. The success
of AutoNation Incorporated's aggressive development plans are dependent upon a
number of factors, including, but not limited to, economic conditions,
competitive environment, adequate capital, accurate site selection, supply of
used vehicles, and the building of brand recognition. There can be no assurance
that the Company will be successful in the electronic security services
industry, the used vehicle industry or in any other industry which it enters.
Need for Substantial Additional Capital. The Company's strategy is to
aggressively grow as a diversified company by acquiring and integrating
existing solid waste collection, disposal and recycling companies, and by
expanding its recently acquired electronic security services business by
internal growth and additional acquisitions. In addition, it is currently
anticipated that the Company will expand its operations outside of the solid
waste management and electronic security services industries through
acquisitions or other means, including but not limited to used vehicle
retailing and related automotive businesses. Although as of the date hereof the
Company has substantially no debt and has approximately $307 million in cash
available for general corporate purposes as well as a $250 million credit
facility (which presently has no outstanding borrowings), the Company believes
that additional capital may be necessary to fully capitalize on acquisition and
expansion opportunities that may become available to the Company. There can be
no assurance that additional financing will be available on a timely basis, if
at all, or that it will be available on terms acceptable to the Company. In the
event that adequate financing is not available or is not available in the
amounts or on terms acceptable to the Company, the implementation of the
Company's acquisition and expansion strategy could be impeded.
Impediments to Completing Future Acquisitions. The Company's
acquisition strategy depends on its ability to identify and acquire appropriate
solid waste collection, disposal and recycling companies, electronic security
service companies, and companies operating in other lines of business, to
integrate the acquired operations effectively and to increase its market share
in such businesses. A number of the Company's competitors are better known
companies, with significantly greater financial resources. There can be no
assurance that the Company will be able to identify viable acquisition
candidates, that any identified candidates will be acquired, that acquired
companies will be effectively integrated to realize expected efficiencies and
economies of scale or that any such acquisitions will prove to be profitable.
Acquisition of companies requires the expenditure of sizeable amounts of
capital, and the intense competition among companies pursuing similar
acquisitions may further increase such capital requirements. In the event that
acquisition candidates are not identifiable or acquisitions are prohibitively
costly, the Company may be forced to alter its future growth strategy. 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 performs due
diligence investigations on each company or business it seeks to acquire, there
may be liabilities which the Company fails or is unable to discover, including
liabilities arising from non-compliance with certain federal, state or local
environmental laws by prior owners, and for which the Company, as a successor
owner, may be responsible. The Company generally seeks to minimize its
exposure to such liabilities by obtaining indemnification from each seller
which may be supported by deferring payment of a portion of the purchase
price. However, there is no assurance that such indemnifications, even if
obtainable, enforceable and collectible (as to which there also is no
assurance), will be sufficient in amount, scope or duration to fully offset
the possible liabilities arising from the acquisitions.
Environmental Regulation. The collection and disposal of solid waste,
operation of landfills and rendering of related environmental services are
subject to certain federal, state and local requirements which regulate health,
safety, 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 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
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these regulations and, in connection therewith, to obtain injunctions
or impose fines or penalties, including criminal penalties. These regulations
are administered by the Environmental Protection Agency ("EPA") and various
other federal, state and local environmental and health and safety agencies
and authorities, including the Occupational Safety and Health Administration
("OSHA") 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 the 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 the
regulations promulgated thereunder 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 of RCRA establishes a framework for
regulating the disposal of municipal solid wastes. In the past, the states were
largely responsible for the regulation of non-hazardous waste storage,
collection and disposal. However, in October 1991, the EPA imposed minimum
federal comprehensive solid waste management criteria and guidelines, on, among
other things, location restrictions, facility design and operating criteria,
closure and post-closure requirements, groundwater monitoring requirements and
corrective action standards, many of which had not previously been in effect or
enforced. All of the Company's planned landfill expansions or new landfill
development projects have been engineered to meet or exceed Subtitle D
requirements, and operating and design criteria for existing operations have
been modified to comply with such requirements. Compliance with Subtitle D
regulations has resulted in significant increases in costs. If environmental
laws become more stringent, the Company's environmental capital expenditures
and costs for environmental compliance may increase in the future. In addition,
due to the possibility of unanticipated regulatory or other developments, the
amounts and timing of future environmental expenditures could vary
substantially from those currently anticipated.
Hazardous Substances Liability. The Comprehensive Environmental
Response, Compensation, and Liability Act of 1980, as amended ("CERCLA"),
provides for, among other things, 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: (i) any person who currently owns or operates a facility or
site from which there is a release or threatened release of hazardous
substances; (ii) any person who owned or operated such a facility or site at
the time hazardous substances were disposed of; (iii) 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 (iv) 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, 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 significant. 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
Company currently carries site-specific pollution liabiity insurance (for a
majority of its facilities), contractors' pollution liability insurance and
profession liability insurance. However, these insurance policies are limited
in scope and coverage. As a result, there can be no assurance that the level or
breadth of such insurance coverages will be sufficient to fully cover potential
claims. In addition, such insurance is becoming increasingly expensive and
difficult to obtain. There can be no assurance that adequate insurance coverage
will be available in the future at an acceptable cost, if at all, or in
sufficient amounts to protect the Company against liabilities. The obligation
to pay any environmental damages claim in excess of whatever insurance the
Company is able to acquire could have a material adverse effect on the
business, financial condition and future prospects of the Company.
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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 that the Company is liable for
environmental damages. 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 establishing 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
business, financial condition and future prospects. 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 have a material adverse effect on
the Company's business, financial condition and future prospects.
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 business and financial conditions.
Competition in the Solid Waste Industry. The solid waste 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. 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. Implementation and adoption of such plans or requirements
could have a material adverse effect on the Company's business and financial
condition.
Competition in the Electronic Security Service Industry. The security
alarm industry is highly competitive and highly fragmented. The Company's
electronic security service business competes with several large national
companies as well as numerous smaller regional and local companies.
Furthermore, new competitors are continuing to enter the industry. 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.
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"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. Recently, a trend has emerged on the part of local governmental
authorities to address such concern by adopting 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. In addition, as a result of high incidence of "false"
alarms, the police may, in general, become less responsive to alarm
activations. The continuation of such trend, or perception by the public of
such trend, may make home security systems less attractive to consumers,
which could, in turn, have an adverse effect on the Company's electronic
security services business and operations.
Geographic Concentration of Company's Electronic Security Service
Business; Risks of Expansion. The existing subscriber base of the Company's
electronic security service 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. 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.
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USE OF PROCEEDS
This Prospectus relates to Shares being offered and sold for the
accounts of the Selling Stockholders. This Prospectus also may be used, with
the Company's prior consent, by donees of the Selling Stockholders, or by other
persons acquiring Shares and who wish to offer and sell such Shares under
circumstances requiring or making desirable its use. The Company will not
receive any proceeds from the sale of the Shares but will pay all expenses
related to the registration of the Shares. See "Plan of Distribution."
SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder,
the aggregate number of shares of Common Stock (giving effect to the
Stock Split) beneficially owned by each Selling Stockholder as of May 20,
1996 and the aggregate number of shares of Common Stock registered hereby that
each Selling Stockholder may offer and sell pursuant to this Prospectus. All of
the 11,422,820 Shares offered are issued and outstanding as of the date of this
Prospectus. Because the Selling Stockholders may sell all or a portion of the
Shares at any time and from time to time after the date hereof, no estimate can
be made of the number of shares of Common Stock that each Selling Stockholder
may retain upon completion of the Offering. To the knowledge of the Company,
none of the Selling Stockholders has any material relationship with the Company
except as set forth in the footnotes to the following table.
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SHARES BENEFICIALLY SHARES TO BE OFFERED
OWNED PRIOR FOR THE SELLING
SELLING STOCKHOLDER TO THE OFFERING STOCKHOLDER'S ACCOUNT
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AGSPC-Growth Fund...................................... 80,000 80,000
Ameritech Pension Trust................................ 201,000 51,200
Arthur J. Agajanian(1)................................. 722,820 722,820
Steven M. Agajanian(1)................................. 806,820 806,820
Boston University...................................... 56,000 56,000
Delaware Group Premium Fund, Inc. -
Emerging Growth Series............................... 54,720 11,600
Delaware Group Trend Fund, Inc......................... 1,197,480 188,400
Virginia Gilder........................................ 22,000 22,000
Haussman Holdings...................................... 53,000 53,000
Metropolitan Life Insurance Company
Separate Account #43................................. 918,200 326,000
Metropolitan Series Fund, Inc.
Aggressive Growth Portfolio.......................... 1,948,600 726,200
MFS Emerging Growth Fund............................... 3,430,000 2,000,000
PaineWebber Growth Fund, a series of
PaineWebber Olympus Fund............................. 850,000 360,000
PaineWebber Series Trust Growth Portfolio.............. 94,400 40,000
Quantum Partners LDC(2)................................ 4,623,000 4,000,000
Raptor Global Fund L.P................................. 68,800 68,800
Raptor Global Fund, Ltd................................ 129,600 129,600
Robertson Foundation................................... 69,000 69,000
State Street Research Capital Appreciation Fund........ 1,181,200 420,800
State Street Research Capital Fund..................... 1,014,000 395,000
State Street Research Growth Fund...................... 385,400 132,000
T. Rowe Price New America Growth Fund.................. 212,000 212,000
T. Rowe Price New America Growth Portfolio............. 8,000 8,000
Tudor Arbitrage Partners L.P........................... 26,800 26,800
Tudor BVI Futures, Ltd................................. 174,800 174,800
Vanguard/Morgan Growth Fund, Inc....................... 787,200 227,200
Whittier Ventures LLC.................................. 100,000 100,000
Jack Williams.......................................... 83,530 14,780
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(1) Arthur J. Agajanian and Steven M. Agajanian served as officers of certain
corporations doing business as Rapidway Disposal and Recycling Services
("Rapidway") for more than three years prior to the Company's acquisition
of Rapidway on May 16, 1996.
(2) Soros Fund Management holds, pursuant to contract, the right to vote and
dispose of shares held by Quantum Partners LDC.
PLAN OF DISTRIBUTION
The Selling Stockholders may sell or distribute some or all of the Shares
from time to time through underwriters or dealers or brokers or other agents or
directly to one or more purchasers, including pledgees, in transactions (which
may involve crosses and block transactions) on Nasdaq, privately negotiated
transactions (including sales pursuant to pledges) or in the over-the-counter
market, or in a combination of such transactions. Such transactions may be
effected by the Selling Stockholders at market prices prevailing at the time of
sale, at prices related to such prevailing market prices, at negotiated prices,
or at fixed prices, which may be changed. Brokers, dealers, agents or
underwriters participating in such transactions as agent may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders (and, if they act as agent for the purchaser of such
shares, from such purchaser). Such discounts, concessions or commissions as to a
particular broker, dealer, agent or underwriter might be in excess of those
customary in the type of transaction involved. This Prospectus also may be used,
with the Company's consent, by donees of
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the Selling Stockholders, or by other persons acquiring Shares and who wish to
offer and sell such Shares under circumstances requiring or making desirable its
use.
The Selling Stockholders and any such underwriters, brokers, dealers or
agents that participate in such distribution may be deemed to be "underwriters"
within the meaning of the Securities Act, and any discounts, commissions or
concessions received by any such underwriters, brokers, dealers or agents might
be deemed to be underwriting discounts and commissions under the Securities Act.
Neither the Company nor the Selling Stockholders can presently estimate the
amount of such compensation. The Company knows of no existing arrangements
between any Selling Stockholder and any other Selling Stockholder, underwriter,
broker, dealer or other agent relating to the sale or distribution of the
Shares.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of any of the Shares may not simultaneously engage in
market activities with respect to the Common Stock for a period of nine business
days prior to the commencement of such distribution. In addition and without
limiting the foregoing, the Selling Stockholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder,
including without limitation Rules 10b-5, 10b-6 and 10b-7, which provisions may
limit the timing of purchases and sales of any of the Shares by the Selling
Stockholders. All of the foregoing may affect the marketability of the Common
Stock.
The Company will pay substantially all of the expenses incident to this
Offering of the Shares by the Selling Stockholders to the public other than
commissions and discounts of underwriters, brokers, dealers or agents. Each
Selling Stockholder may indemnify any broker, dealer, agent or underwriter that
participates in transactions involving sales of the Shares against certain
liabilities, including liabilities arising under the Securities Act.
In order to comply with certain states' securities laws, if applicable, the
Shares will be sold in such jurisdictions only through registered or licensed
brokers or dealers. In addition, in certain states the Common Stock may not be
sold unless the Common Stock has been registered or qualified for sale in such
state or an exemption from registration or qualification is available and is
complied with.
DESCRIPTION OF CAPITAL STOCK
The Second Amended and Restated Certificate of Incorporation of the
Company (the "Certificate of Incorporation") authorizes capital stock
consisting of 500,000,000 shares of Common Stock, par value $.01 per share, and
5,000,000 shares of preferred stock ("Preferred Stock"). There were 168,219,748
(giving effect to the Stock Split) shares of Common Stock, and no shares of
Preferred Stock, issued and outstanding as of May 9, 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.
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Certificate of Incorporation and Bylaws. The Company's Certificate of
Incorporation was amended on November 28, 1995 to (i) change the Company's
corporate name to Republic Industries, Inc., and (ii) to eliminate all
provisions relating to classes of the Board of Directors. The directors of the
Company are elected each year at the annual meeting of the shareholders 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 Certificate of Incorporation was amended on May
15, 1996 to increase the number of authorized shares of Common Stock to
500,000,000 from 350,000,000. 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.
Transfer Agent and Registrar. The Transfer Agent and Registrar for the
Common Stock is First Interstate Bank of Texas, N.A.
LEGAL MATTERS AND EXPERTS
The validity of the Shares offered hereby will be passed upon for the
Company by Akerman, Senterfitt & Eidson, P.A., Miami, Florida. Attorneys
employed by Akerman, Senterfitt & Eidson, P.A. beneficially own an aggregate of
608,290 shares of Common Stock as of the date of this Prospectus.
The consolidated financial statements and schedule for the Company as
of December 31, 1995 and 1994; the combined financial statements of Hudson
Management Corporation and subsidiaries and Envirocycle Inc. as of September
30, 1994 and 1993; and the combined financial statements of Denver Alarm and
Schaubach as of December 31, 1995, all incorporated by reference in this
prospectus and elsewhere in the registration statement, to the extent and for
the periods indicated in their reports, have been audited by Arthur Andersen
LLP, independent certified public accountants, and are included herein in
reliance upon the authority of said firm as experts in giving said reports.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are incorporated by reference and made
a part of this Prospectus: (i) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1995; (ii) all other reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31, 1995,
specifically including the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1996, the Company's Current Report on Form 8-K dated
February 14, 1996, the Company's Current Report on Form 8-K/A dated February
27, 1996, the Company's Current Report on Form 8-K dated March 29, 1996, the
Company's Current Report on Form 8-K dated May 8, 1996, the Company's Current
Report on Form 8-K/A dated May 9, 1996, the Company's Current Report on Form
8-K dated May 15, 1996, the Company's Current Report on Form 8-K dated May 20,
1996 and the Company's Current Report on Form 8-K dated May 31, 1996; (iii) the
Company's Proxy Statement dated April 19, 1996 relating to the 1996 Annual
Meeting of Stockholders held May 10, 1996; and (iv) the Company's Current
Report on Form 8-K/A dated September 26, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the Offering shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document or information incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document that also is, or is
deemed to be, incorporated herein by reference, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
THE COMPANY UNDERTAKES TO PROVIDE, WITHOUT CHARGE, TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED,
UPON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY AND ALL OF THE
DOCUMENTS OR INFORMATION REFERRED TO ABOVE THAT HAS BEEN OR MAY BE INCORPORATED
BY REFERENCE IN THIS PROSPECTUS (EXCLUDING EXHIBITS TO SUCH DOCUMENTS UNLESS
SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE). REQUESTS SHOULD BE
DIRECTED TO RICHARD L. HANDLEY, SECRETARY, REPUBLIC INDUSTRIES, INC., 200 EAST
LAS OLAS BOULEVARD, SUITE 1400, FT. LAUDERDALE, FLORIDA 33301, TELEPHONE: (954)
627-6000.
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