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
July 15, 1996
_________________________________
(Date of earliest event reported)
Republic Industries, Inc.
______________________________________________________
(Exact name of Registrant as specified in its charter)
Delaware 0-9787 73-1105145
______________ _____________________ __________________
(State of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
200 East Las Olas Boulevard
Suite 1400
Fort Lauderdale, Florida 33301
_________________________________________________________
(Address of principal executive offices, including zip code)
(954) 627-6000
____________________________________________________
(Registrant's telephone number, including area code)
_________________________________________________________
(Former name or former address, if changed since last report)
Item 5. Other Events
On July 15, 1996 Republic Industries, Inc. (the
"Registrant") and ADT Limited ("ADT") announced that they
have entered into an amendment, dated as of July 15, 1996
(the "Amendment") to the Agreement and Plan of
Amalgamation, dated as of July 1, 1996, to which they are
party (the "Amalgamation Agreement") to change the date
by which ADT is to receive a favorable fairness opinion
to the date of mailing of the joint proxy
statement/prospectus relating to the transaction to their
respective shareholders.
The foregoing description of the Amendment is
qualified in its entirety by reference to the Amendment,
a copy of which is attached as Exhibit 99.1 hereto and is
incorporated by reference herein. The press release
announcing the Amendment is attached as Exhibit 99.2
hereto and is incorporated by reference herein.
Item 7. Financial Statement, Pro Forma Financial
Information and Exhibits.
(c) Exhibits
99.1 Amendment to Agreement and Plan of
Amalgamation, dated as of July 15,
1996, by and among the Registrant,
R.I./TRIANGLE, Ltd. and ADT.
99.2 Press release issued by the
Registrant and ADT on July 15, 1996.
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/ Richard L. Handley
-----------------------
Richard L. Handley
Senior Vice President
Dated: July 15, 1996
EXHIBIT INDEX
Exhibit Description
99.1 Amendment to Agreement and Plan
of Amalgamation, dated as of
July 15, 1996, by and among
Republic Industries, Inc.,
R.I./TRIANGLE, Ltd. and ADT
Limited.
99.2 Press release issued by Republic
Industries, Inc. and ADT Limited
on July 15, 1996.
Exhibit 99.1
AMENDMENT
TO
AGREEMENT AND PLAN OF AMALGAMATION
Amendment, dated as of the fifteenth day of
July, 1996, to the Agreement and Plan of Amalgamation
(the "Agreement"), dated as of the first day of July,
1996, by and among Republic Industries, Inc., a Delaware
corporation ("Parent"), R.I./TRIANGLE, Ltd., a Bermuda
company limited by shares and a wholly owned subsidiary
of Parent ("Acquisition"), and ADT Limited, a Bermuda
company limited by shares (the "Company").
Whereas, Parent, Acquisition and the Company
are parties to the Agreement.
Whereas, Parent, Acquisition and Company desire
to amend the Agreement in certain respects.
Now, therefore, in consideration of the
premises and the representations and warranties,
covenants and other agreements hereinafter set forth, the
parties hereto, intending to be legally bound hereby,
agree as follows:
Section 1. Section 7.1(g) of the Agreement
is hereby amended and restated in its entirety to read as
follows:
"(g) by Parent or the Company at any time
during the two-day period immediately following the
date on which Parent and the Company otherwise would
have been in a position to mail the Joint Proxy
Statement to Parent Stockholders and Company
Shareholders, if the Company shall not have received
a favorable Fairness Opinion on or before such
date;"
Section 2. References. All references to
"this Agreement" in the Agreement shall mean the
Agreement as amended hereby.
Section 3. Governing Law. This Amendment
shall be governed and construed in accordance with the
laws of Bermuda without regard to principles of conflicts
of law.
Section 4. Counterparts. This Amendment
may be executed in counterparts, which together shall
constitute one and the same Amendment. The parties may
execute more than one copy of this Amendment, each of
which shall constitute an original.
Section 5. No Other Amendments. Except as
expressly amended hereby, the terms and conditions of the
Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the undersigned parties hereto
have executed this Amendment as of the date first written
above.
REPUBLIC INDUSTRIES, INC.
By: /s/ Richard L. Handley
Name: Richard L. Handley
Title: Senior Vice President
[SEAL]
R.I./TRIANGLE, LTD.
By: /s/ Thomas Clements
Name: Thomas Clements
Title: Vice President
[SEAL]
ADT LIMITED
By: /s/ Michael A. Ashcroft
Name: Michael A. Ashcroft
Title: Director
[SEAL]
Exhibit 99.2
CONTACT: Republic Industries 954-627-6000
Thomas W. Hawkins 954-627-6073
ADT Limited 407-997-8406
ADT AND REPUBLIC INDUSTRIES CHANGE TIME
FOR RECEIPT OF FAIRNESS OPINION
FT. LAUDERDALE, FL, July 15, 1996 -- Republic
Industries, Inc. (NASDAQ:RWIN) and ADT Limited (NYSE:ADT)
jointly announced today that they have amended their
agreement providing for the combination of ADT and
Republic to change the date by which ADT is to receive a
fairness opinion to the date of mailing of the joint
proxy statement/prospectus relating to the transaction to
their respective shareholders.
As previously announced, under the terms of the
agreement, ADT shareholders will receive .92857 shares of
Republic common stock for each of their shares of ADT
common stock, and ADT will become a wholly-owned
subsidiary of Republic.
Republic is a diversified company operating in
the electronic security service, solid waste, and out-of-
home media industries. The Company is expanding into the
automotive industry.
ADT is the largest single provider of
electronic security services in North America and the
largest provider in the United Kingdom, providing
continuous monitoring of commercial and residential
security systems to over 1.4 million customers in North
American and Europe.
ADT is also the second largest provider of
vehicle auction services in the United States, operating
a network of 29 vehicle auction centers providing a
comprehensive range of vehicle remarketing services to
vehicle dealers and owners and operators of vehicle
fleets.
