REPUBLIC INDUSTRIES INC
8-K, 1996-12-31
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<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                     FORM 8-K  


                                 Current Report
                       Pursuant to Section 13 or 15(d) of
                      the Securities Exchange Act of 1934


         Date of Report (Date of earliest event reported) December 23, 1996
                                                          -----------------


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


                                    Delaware
                                    --------
                 (State or other jurisdiction of incorporation)


                 0-9787                                        73-1105145
                 ------                                        ----------
              (Commission                                    (IRS Employer
              File Number)                                 Identification No.)


      450 East Las Olas Boulevard
               Suite 1200
           Ft. Lauderdale, FL                                    33301
      ---------------------------                                -----
(Address of principal executive offices)                       (Zip Code)


       Registrant's telephone number, including area code (954) 713-5200
                                                          --------------

                                    N.A.
         -------------------------------------------------------------
         (Former name or former address, if changed since last report)


<PAGE>   2
ITEM 5.   OTHER EVENTS

On December 23, 1996, Republic Industries, Inc. (the "Registrant") announced
its intention to acquire Ed Mullinax, Inc. and its subsidiaries (collectively,
"Mullinax") in a merger transaction (the "Merger"). It is contemplated that the
Registrant will issue shares of its common stock, $0.01 par value having a
value of approximately $100 million in connection with the Merger.

Consummation of the Merger is subject to customary conditions, including
receipt of regulatory approvals.

The descriptions contained herein of the Merger are qualified in their entirety
by reference to the Press Release, dated December 23, 1996, attached hereto as
Exhibit 99, which is incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

        (a)     Not applicable.

        (b)     Not applicable.

        (c)     Exhibits.

                The Exhibits to this Report are listed in the Exhibit Index set
                forth elsewhere herein.
<PAGE>   3
                                  SIGNATURES

        Pursuant to the requirements of the Securities 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
                                     ----------------------------------
                                           Michael S. Karsner
                                           Senior Vice President 
                                           and Chief Financial Officer

Date:  December 31, 1996
       ------------------
<PAGE>   4

                          REPUBLIC INDUSTRIES, INC.

                                EXHIBIT INDEX


      Number and                                                   
Description of Exhibit                                            
- ----------------------                                            
        1.      None

        2.      None
        
        4.      None

        16.     None

        17.     None

        21.     None

        23.     None

        24.     None

        27.     None

        99.     Press Release, dated December 23, 1996.


<PAGE>   1

                                                                EXHIBIT 99

REPUBLIC INDUSTRIES, INC.

                                                450 East Las Olas Boulevard
                                                Suite 1200
                                                Fort Lauderdale, Florida 33301
                                                954-713-5200
                                                954-713-2115 FAX



FOR IMMEDIATE RELEASE                   CONTACT: J. RONALD CASTELL
- ---------------------                            (954) 713-5355




             ED MULLINAX, INC. TO MERGE WITH REPUBLIC INDUSTRIES

        Fort Lauderdale, Florida (December 23, 1996) - Republic Industries,
Inc. (NASDAQ:RWIN) announced today that it has signed definitive agreements
providing for a merger with Ed Mullinax, Inc. and its subsidiaries.  Mullinax
owns and operates five Ford and Lincoln-Mercury dealerships in Northeast Ohio
and South Florida.

        H. Wayne Huizenga, Chairman and Co-Chief Executive Officer of Republic,
commented "the merger of the Mullinax dealerships with Republic creates a solid
foundation from which we will implement our new vehicle strategy in markets
where we will develop AutoNation USA. By combining new vehicles with AutoNation
USA, we will reach the consumer at every level in the automotive buying and
service process."

        Mr. Huizenga also stated "Ed Mullinax and his seasoned management team
bring a wealth of talent and experience to our automotive operations. Ed is an
innovator, having pioneered the "one-price" selling process. His company has
operated with a true commitment to the customer with a "no haggle" selling
philosophy for over 20 years."

        Mullinax is the number one Ford retailer in the United States. He
operates dealerships in Wickliffe, North Canton, Amherst and Brunswick, Ohio as
well as Margate, Florida.

        In connection with the merger, Ed Mullinax, his sons Larry and Jerry,
along with his long-time business partner, Pat O'Brien, and other key members
of the their management team will enter into long-term employment agreements
with Republic.

        The closing is subject to customary conditions. Republic has obtained
necessary approvals from Ford and Lincoln-Mercury for the merger. The
transaction is expected to close in early 1997. Republic anticipates issuing
common stock having a value of approximately $100 million at closing.

        Republic is a diversified company operating in the automotive, solid
waste, electronic security and out-of-home media industries.


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