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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 19, 1996.
REGISTRATION NO. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
REPUBLIC INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
200 East Las Olas Blvd., Suite 1400
Delaware Fort Lauderdale, Florida 33301 73-1105145
(State or other (954) 627-6000 (I.R.S. Employer
jurisdiction of (Address, including zip code, and Identification
incorporation or telephone number, including area No.)
organization) code of registrant's principal
executive offices)
</TABLE>
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RICHARD L. HANDLEY
Senior Vice President
Republic Industries, Inc.
200 East Las Olas Blvd., Suite 1400
Ft. Lauderdale, Florida 33301
(954) 627-6000
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
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 (the "Securities Act"), other than securities offered
only in connection with dividend or interest reinvestment plans, 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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<CAPTION>
Title of each
class of Proposed maximum Proposed maximum
securities to be Amount to be offering price per aggregate offering Amount of
registered registered unit(1) price(1) registration fee
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 4,616,530 $21.1875 $97,812,729.38 $33,728.53
Value $.01 per share
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(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating
the amount of the registration fee. The average of the high and low
prices reported on The Nasdaq Stock Market was $21.1875 on July 16,
1996.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE> 2
Registration Statement File No. 333-
PROSPECTUS
4,616,530 SHARES
[REPUBLIC INDUSTRIES, INC. LOGO]
COMMON STOCK
This Prospectus relates to an aggregate of 4,616,530 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 July 18, 1996, the last reported
sales price for the Common Stock as reported by Nasdaq was $23.50 per share.
Prospective investors should carefully consider the matters set forth under
the caption "Risk Factors" located on page 5 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.
July ___, 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
</TABLE>
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 SEC also maintains a site on the
World Wide Web at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the SEC. 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
GENERAL
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 June 30,
1996,the Company owns or operates solid waste landfills with six located in
Texas, two in California and one each in Florida, Georgia, Michigan, North
Carolina, South Carolina, Indiana and North Dakota with approximately 1,940
permitted acres and total available permitted disposal capacity of
approximately 95.1 million in-place cubic yards. The Company also currently
provides collection service to over 1,200,000 residential, commercial and
industrial customers, primarily in areas surrounding its landfill sites,
certain areas of California, 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 194,000 businesses
and residences, predominately in Florida, Colorado, Illinois and Maryland.
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, the Company is currently expanding 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 connection with the Company's acquisition
strategy, the Company has entered into various agreements providing for
acquisition of companies in the waste management, electronic security services
and automotive businesses. In particular, the Company has entered into four
agreements in connection with acquisitions which are deemed material and which
are described below. If each of these merger transactions is consummated, the
Company will be one of the largest providers of electronic security systems
services for commercial and residential use in the world, and will have a
substantial presence in the United States new and used automotive vehicle
business. See "Recent Developments -- Pending Acquisitions."
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.
RECENT DEVELOPMENTS
PENDING ACQUISITIONS
AUTONATION INCORPORATED. On May 8, 1996, the Company entered into a
merger agreement (the "AutoNation Merger Agreement") with RI/ANI Merger Corp.,
a Florida corporation and wholly-owned subsidiary of the Company, AutoNation
Incorporated, a Florida corporation ("AutoNation"), H. Wayne Huizenga, Steven
R. Berrard and JM Family Enterprises, Inc., a Delaware corporation ("JMFE"),
which provides for the acquisition of AutoNation by the Company in a merger
transaction (the "AutoNation Merger"). The AutoNation Merger Agreement
provides that the Company will issue 17,467,248 shares of Common Stock in
exchange for all of the outstanding shares of common stock of AutoNation.
Concurrent with the execution of the AutoNation Merger Agreement, the Company
and AutoNation also entered into a loan agreement (the "Loan Agreement")
pursuant to which the Company will provide AutoNation a line of credit until
the closing of the AutoNation Merger. As of July 19, 1996, the Company has
advanced $49.1 million to AutoNation under such line of credit. AutoNation is a
privately-held corporation developing a chain of megastores used for the sale of
reconditioned-to-be-like-new vehicles in a customer friendly environment.
The AutoNation Merger Agreement and the transactions contemplated thereby
have been approved by a special committee of the Company's Board of Directors
(comprised of disinterested outside Directors), as well as by the Board of
Directors and stockholders of AutoNation. In connection with the Merger, the
Company has received an opinion from its financial advisor that the Merger is
fair to the Company from a financial point of view.
Consummation of the AutoNation Merger, which will be accounted for as a
purchase, is subject to various conditions, including, but not limited to,
approval of the AutoNation Merger by the stockholders of the Company.
Upon consummation of the AutoNation Merger, it is expected that (i) Steven
R. Berrard, Chief Executive Officer of AutoNation, will be named the Company's
President and Chief Operating Officer and will be appointed to its Board of
Directors; (ii) Lawrence S. Rich, Chief Operating Officer and a director of
JMFE, will be appointed to the Board of Directors of the Company; and (iii)
Harris W. Hudson, currently the Company's President and a Director, will be
appointed Vice Chairman of the Board of Directors of the Company.
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ADDINGTON RESOURCES, INC. On June 25, 1996, the Company entered into a
merger agreement (the "Addington Merger Agreement") with Addington Resources,
Inc., a Delaware corporation ("Addington"). Addington is a solid waste
services company.
The Addington Merger Agreement provides that each outstanding share of the
common stock of Addington will be exchanged, on a tax free basis, in a merger
transaction (the "Addington Merger") for 0.90 of a share of Common
Stock. As of May 31, 1996, Addington had approximately 15,172,984 shares of
common stock issued and outstanding. Consummation of the Addington Merger,
which will be accounted for as a pooling of interests, is subject to approval
of Addington's Stockholders and various customary closing conditions, including
receipt of regulatory approval.
CONTINENTAL WASTE INDUSTRIES, INC. On June 27, 1996, the Company entered
into a merger agreement (the "Continental Merger Agreement") with Continental
Waste Industries, Inc., a Delaware corporation ("Continental"). Continental is
a solid waste services company.
The Continental Merger Agreement provides that each outstanding share of
common stock of Continental will be exchanged, on a tax-free basis, for .80 of
a share of Common Stock. As of June 17, 1996, Continental had approximately
14.2 million shares of common stock issued and outstanding.
Consummation of the Continental Merger, which will be accounted for as a
pooling of interests, is subject to approval of Continental's stockholders and
various customary closing conditions, including receipt of regulatory approval.
Continental's three largest stockholders, representing approximately 25% of
Continental's outstanding common stock have agreed to vote their shares in
favor of the transaction, which is expected to close during the fourth quarter
of 1996.
Upon consummation of the Continental Merger, it is expected that
Continental's senior management, including Thomas A. Volini, Continental's
Chief Operating Officer, and Carlos E. Aguero, Continental's Chief Executive
Officer, will be appointed to senior management positions with the Company.
ADT LIMITED. On July 1, 1996, the Company entered into a merger agreement
(the "ADT Merger Agreement") with ADT Limited ("ADT"), a Bermuda corporation.
ADT has operations in the United States, Canada, the United Kingdom and
continental Europe. ADT is a diversified company which, through its
subsidiaries and operational divisions provides electronic security services
and automotive services.
The ADT Merger Agreement provides that each outstanding share of ADT
common stock will be exchanged, on a tax-free basis, for .92857 of a share of
Common Stock, and ADT will become a wholly owned subsidiary of the Company (the
"ADT Merger"). It is contemplated that an aggregate of approximately
130,000,000 shares of Common Stock will be issued in connection with the
proposed transaction, based on the number of shares of ADT common stock
outstanding on July 1, 1996. The Company anticipates reserving an additional
38,000,000 shares of Common Stock issuable in the future upon the exercise of
outstanding options and warrants of ADT, and the conversion of ADT's Liquid
Yield Option Notes.
The exchange ratio was based on a price of $26.00 for each share of ADT
common stock. In connection with the execution of the ADT Merger Agreement,
ADT issued the Company a warrant to acquire 15,000,000 shares of ADT common
stock at an exercise price of $20.00 per share. The warrant is exercisable if
the ADT Merger Agreement is terminated for any reason. In connection with the
ADT Merger, the Company has obtained a commitment from NationsBank of Florida,
N.A. that has increased its borrowing capacity from $250 million to $750
million.
Consummation of the ADT Merger, which will be accounted for as a pooling
of interests is subject to, among other things, approval of the stockholders of
the Company and ADT, receipt by ADT of a fairness opinion from its financial
advisor and other customary conditions, including receipt of regulatory
approvals.
Upon consummation of the ADT Merger, it is expected that: (i) Michael A.
Ashcroft, who will continue as Chairman and Chief Executive Officer of ADT,
will become a member of the Company's Board of Directors; (ii) Stephen J.
Ruzika, Executive Vice President and Chief Financial Officer of ADT, will
continue as President of ADT's electronic securities services division; and
(iii) Michael J. Richardson will continue as President and Chief Executive
Officer of ADT Automotive, which will become part of AutoNation.
If the AutoNation Merger, the Continental Merger, the Addington Merger,
and the ADT Merger (the "Pending Acquisitions") are consummated pursuant to the
existing merger agreements, the Company would issue approximately 211,800,000
additional shares of Common Stock and would have a total of approximately
396,800,000 shares of Common Stock issued and outstanding upon the consummation
of all four of the Pending Acquisitions based on the number of shares of
Common Stock outstanding on June 30, 1996 (including shares issuable upon
future exercise of options and warrants assumed by the Company in connection
with the Pending Acquisitions).
No assurance can be given that the AutoNation Merger, the Continental
Merger, the Addington Merger or the ADT Merger will be consummated.
STOCK SPLIT
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 (the "Record Date") The stock dividend
was distributed on June 8, 1996. Unless otherwise expressly provided herein,
all references in this Prospectus to per share data and numbers of shares of
Common Stock have been retroatively adjusted to reflect the Stock Split.
PRIVATE PLACEMENT TRANSACTION
On May 20, 1996, the Company issued and sold 9,878,400 shares of Common
Stock in a private placement transaction for $20.25 per share resulting in net
proceeds of approximately $197,500,000 after deducting fees and commissions.
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SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
Certain statements and information under the captions "The Company," and
"Risk Factors," and elsewhere in this Prospectus (including documents
incorporated herein by reference, see "Incorporation of Certain Documents by
Reference"), constitute "forward-looking statements" within the meaning of the
Federal Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors
which may cause the actual results, performance, or achievements of the Company
to be materially different from any future results, performance, or
achievements expressed or implied by such forward-looking statements. Such
factors include, among other things, the ability to develop and implement
operational and financial systems to manage rapidly growing operations;
competition in the Company's existing and potential future lines of business;
the ability to integrate and successfully operate acquired businesses and the
risks associated with such businesses; the ability to obtain financing on
acceptable terms to finance the Company's growth strategy and for the Company
to operate within the limitations imposed by financing arrangements; and other
factors referenced in this Prospectus. See "Risk Factors."
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 June 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
83,613,179 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 options and warrants exercisable within 60
days of June 30, 1996 to purchase an aggregate of 29,730,622 shares of Common
Stock), or an aggregate of 39% 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
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.
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 177,983,456 shares of Common Stock, of which 50,444,617 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 64,911,407
shares of Common Stock issued in various private business combination
transactions, since July 1995. 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 10,207,864
shares of Common Stock have been issued as of June 30, 1996 in acquisitions
under such shelf registration statement. In addition, the Company anticipates
filing another registration statement to register shares to be used in possible
future acquisitions. 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 has entered into an agreement to acquire ADT, one of the
world's largest providers of electronic security services. See "The Company -
Recent Developments." The Company also anticipates that it will, through
acquisitions, enter into other lines of business, including previously-owned
vehicle retailing and related businesses through its pending acquisition of
AutoNation which is a developing chain of used car megastores. The success of
AutoNation'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 particular, the Company has
entered into an agreement to acquire ADT, one of the world's largest providers
of electronic security services. See "The Company - Recent Developments." In
addition, the Company is currently expanding 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 $250 million in cash
available for general corporate purposes as well as a $750 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, used vehicle retailing and related automotive businesses 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.
7
<PAGE> 9
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 condition.
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 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 (including ADT) 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
and more established market positions than the Company. Given this competitive
business environment, in the event that the ADT Merger is not completed, there
can be no assurance that the Company will be able to compete effectively in
the future. Consummation of the ADT Merger would make the Company the largest
provider of electronic security services in the United States.
8
<PAGE> 10
"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 a 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 Services
Business; Risks of Expansion. While the consummation of the ADT Merger would
dramatically expand the geographic scope of the Company's electronic security
services business, the existing subscriber base of the Company's electronic
security services business is geographically concentrated in certain
metropolitan areas primarily located in Florida, Colorado, Illinois and
Maryland. Accordingly, the performance of this business segment may be
adversely affected by regional or local economic conditions. The consummation of
the ADT Merger would expand the electronic security services business of the
Company to include commercial and residential users in the United Kingdom,
continental Europe, and Canada, as well as various states within the United
States. In addition, 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> 11
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 beneficially owned by each
Selling Stockholder as of July 1, 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 4,616,530 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.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES TO BE OFFERED
OWNED PRIOR FOR THE SELLING
SELLING STOCKHOLDER TO THE OFFERING STOCKHOLDER'S ACCOUNT
- -------------------------------------------------------- ------------------- ---------------------
<S> <C> <C>
Johannes Willenpart(1)................................. 558,486 558,486
Julius J. Rutili(2).................................... 591,676 591,676
Brownlow L. Hyder(3)(4)................................ 352,842 352,842
David B. Hyder(3)...................................... 240,434 240,434
James M. Griffin(3).................................... 43,884 43,884
Carroll James Short.................................... 37,624 37,624
Sandra H. Addertion.................................... 6,486 6,486
Kristi L. Hyder........................................ 6,486 6,486
Angelus Hudson, Inc.................................... 84,002 84,002
AWM Disposal Service, Inc.............................. 252,006 252,006
Robert J. Gallio(6)(7)................................. 736,447 736,447
William J. Gallio(6)(7)................................ 145,009 145,009
Patricia Ann DelGiorgio(6)............................. 145,009 145,009
Gallio Family, L.P..................................... 384,079 384,079
James H. Alexander(8).................................. 15,814 15,814
Edward Dusty Rhodes(9)................................. 220,624 220,624
A.L. Rhodes(9)......................................... 681,870(10) 681,870(10)
Robert Glenn Burgess(11)............................... 67,876 67,876
Leon A. Burgess(11).................................... 67,876 67,876
---------- ---------
TOTAL.................................................. 4,616,530 4,616,530
========== =========
</TABLE>
- ---------------
(1) Johannes Willenpart served as an officer of Austronics Security Systems,
Inc. prior to the Company's acquisition of Austronics Security Systems, Inc. on
May 28, 1996 and no longer serves as an officer thereof.
(2) Julius J. Rutili served as an officer of Forest Security System, Inc.
prior to the Company's acquisition of Forest Security Systems, Inc. on May 29,
1996 and continues to serve as an officer thereof.
(3) Brownlow L. Hyder, David B. Hyder and James M. Griffin, each served as
officers of one or more of Hyder Waste Container, Inc. and Recycling Concepts,
Inc. (collectively, the "Hyder Companies") prior to the Company's acquisition of
the Hyder Companies on May 31, 1996.
(4) Of these shares, 21,429 are held by Commonwealth Land Title Co. of North
Carolina as intermediary for Brownlow L. Hyder.
(5) Of these shares, 21,429 are held by Commonwealth Land Title Co. of North
Carolina as intermediary for David B. Hyder.
(6) Robert J. Gallio, William J. Gallio and Patricia Ann DelGiorgio served as
officers of one or more of MG Disposal Service, Inc., Solid Waste Equipment
Maintenance, Inc., WP Service, Inc., ET Leasing and Oillag Company
(collectively, the "MG Disposal Companies") prior to the Company's acquisition
of the MG Disposal Companies on May 31, 1996, and no longer serve as officers
thereof.
(7) Of these shares, 65,058 are controlled by Robert J. Gallio as trustee of
the PRW Trust, dated December 29, 1989, and 526,380 are held by Robert J. Gallio
as trustee under the Decedent's Trust under the Gallio Family Trust, dated March
11, 1988 (as amended in its entirety).
(8) James H. Alexander is currently an officer of one of the MG Disposal
Companies.
(9) Edward Dusty Rhodes and A.L. Rhodes served as officers of Charter Waste
Management Corporation, Inc. prior to the Company's acquisition of Charter Waste
Management Corporation, Inc. on June 27, 1996. Edward Dusty Rhodes continues to
serve as an officer thereof and A.L. Rhodes no longer serves as an officer
thereof.
(10) Of these shares, 441,246 are held by A.L. Rhodes as trustee of The West
Texas K Trust, dated February 27, 1990.
(11) Robert Glenn Burgess and Leon A. Burgess each served as an officer of
Burgess's Refuse Removal Service, Inc. prior to the Company's acquisition of
Burgess's Refuse Removal Service, Inc. on June 28, 1996, and they continue to
serve as officers thereof.
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
10
<PAGE> 12
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 185,297,663
shares of Common Stock, and no shares of Preferred Stock, issued and
outstanding as of June 30, 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.
11
<PAGE> 13
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 Richard L. Handley, Senior Vice President and General Counsel of the
Company. Mr. Handley beneficially owns no shares of Common Stock as of the
date of this Prospectus.
The consolidated financial statements and schedule, supplemental
consolidated financial statements and schedule and consolidated financial
statements and schedule (restated) 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.
12
<PAGE> 14
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 Reports on Form 8-K dated
February 14, 1996, February 27, 1996 (as amended on Form 8-K/A dated February
27, 1996), March 29, 1996, May 8, 1996, May 9, 1996 (as amended on Form 8-K/A
dated May 9, 1996), May 15, 1996, May 20, 1996, May 31, 1996, June 12, 1996,
June 25, 1996, June 27, 1996, July 1, 1996 (as amended on Form 8-K/A dated July
1, 1996) and July 15, 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.
13
<PAGE> 15
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. 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 Registration Statement. All of
such expenses, other than the filing fee for the Commission, are estimates.
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee . . . . . . . . . . . . . . . . . . . . $33,728.53
Printing and Engraving Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 5,000.00
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $10,000.00
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . $40,000.00
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,000.00
----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $89,728.53
==========
</TABLE>
____________________________
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation of the Company entitles the Board of
Directors to provide for indemnification of directors and officers to the
fullest extent provided by law, except for liability (i) for any breach of
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payments of dividends, or for
unlawful stock purchases or redemptions, or (iv) for any transaction from which
the director derived an improper personal benefit.
Article VII of the Bylaws of the Company provide that to the fullest
extent and in the manner permitted by the laws of the State of Delaware and
specifically as is permitted under Section 145 of the General Corporation Law
of the State of Delaware, the Company shall indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, other than an action by or in the right of the Company, by
reason of the fact that such person is or was a director, officer, employee or
agent of the Company, or is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit, or proceeding if he acted in
good faith and in a manner he reasonably believed to be in and not opposed to
the best interests of the Company, and with respect to any criminal action or
proceeding, he had no reasonable cause to believe his conduct was unlawful.
Determination of an action, suit, or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in and not opposed to the best
interests of the Company, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was lawful.
II-1
<PAGE> 16
The Bylaws provide that any decision as to indemnification shall be
made: (a) by the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or proceeding; or (b) if
such a quorum is not obtainable, or even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion; or (c) by the stockholders. The Board of Directors may authorize
indemnification of expenses incurred by an officer or director in defending a
civil or criminal action, suit or proceeding in advance of the final
disposition of such action, suit or proceeding. Indemnification pursuant to
these provisions is not exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise and shall continue as to a
person who has ceased to be a director or officer. The Company may purchase and
maintain insurance on behalf of any person who is or was a director or officer.
Further, the Bylaws provide that the indemnity provided will be
extended to the directors, officers, employees and agents of any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and
employees or agents so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of the Bylaws
with respect to the resulting or surviving corporation as he/she would have
with respect to such constituent corporation if its separate existence had
continued.
Under an insurance policy maintained by the Company, the directors and
officers of the Company are insured, within the limits and subject to the
limitations of the policy, against certain expenses in connection with the
defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits
or proceedings, which may be brought against them by reason of being or having
been such directors or officers.
ITEM 16. EXHIBITS
The following exhibits are filed as part of this Registration Statement:
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
3.1 Second Amended and Restated Certificate of Incorporation of
Republic Industries, Inc. (incorporated by reference from
Exhibit 3.1 to the Company's Post-Effective Amendment No. 3 to
Registration Statement on Form S-1, file number 33-63209).
5.1* Opinion of Counsel as to the validity of the Shares.
23.1 Consent of Counsel (included in Exhibit 5.1 above).
23.2* Consent of Arthur Andersen LLP
- ------------------------------
* FILED HEREWITH.
II-2
<PAGE> 17
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.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a post-effective
amendment by these paragraphs is contained in periodic reports filed with or
furnished by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference 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) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement 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.
(c) 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
II-3
<PAGE> 18
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-4
<PAGE> 19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State
of Florida, on July 19, 1996.
REPUBLIC INDUSTRIES, INC.
By: /s/ H. Wayne Huizenga
-----------------------------
H. Wayne Huizenga
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement or amendment thereto has been signed by the
following persons in the capacities indicated on July 19, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ H. Wayne Huizenga Chairman of the Board and
------------------------------------- Chief Executive Officer
H. Wayne Huizenga (Principal Executive Officer)
/s/ Harris W. Hudson
------------------------------------- President and Director
Harris W. Hudson
/s/ Michael R. Carpenter
------------------------------------- Vice President and Controller
Michael R. Carpenter (Principal Accounting and Principal Financial Officer)
/s/ Michael G. DeGroote Vice Chairman of the Board
-------------------------------------
Michael G. DeGroote
/s/ J.P. Bryan Director
-------------------------------------
J.P. Bryan
/s/ Rick L. Burdick Director
-------------------------------------
Rick L. Burdick
/s/ George D. Johnson, Jr. Director
-------------------------------------
George D. Johnson, Jr.
/s/ John J. Melk Director
-------------------------------------
John J. Melk
</TABLE>
II-5
<PAGE> 20
EXHIBIT INDEX
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
[S] [C]
3.1 Second Amended and Restated Certificate of Incorporation of
Republic Industries, Inc. (incorporated by reference from
Exhibit 3.1 to the Company's Post-Effective Amendment No. 3
to Registration Statement on Form S-1, file number 33-63209).
5.1* Opinion of Counsel as to the validity of the Shares.
23.1 Consent of Counsel (included in Exhibit 5.1 above).
23.2* Consent of Arthur Andersen LLP
- ------------------
* FILED HEREWITH.
<PAGE> 1
Exhibit 5.1
July 19, 1996
Republic Industries, Inc.
200 E. Las Olas Boulevard, Suite 1400
Fort Lauderdale, Florida 33301
Re: Republic Industries, Inc. Registration Statement on Form S-3
Gentlemen:
The undersigned is General Counsel to Republic Industries, Inc., a
Delaware Corporation (the "Company"). In connection with the preparation and
filing of a Form S-3 Registration Statement under the Securities Act of 1933,
as amended, relating to the sale by certain selling stockholders of 4,616,530
shares of the Company's common stock, par value $.01 per share ("Common
Stock"), all of which are issued and outstanding, I have examined originals or
copies of corporate records, certificates of public officials and officers of
the Company and other instruments relating to the authorization and issuance of
such shares of Common Stock as I have deemed relevant and necessary for the
opinion hereinafter expressed.
On the basis of the foregoing, I am of the opinion that the issuance of
the 4,616,530 shares of Common Stock have been duly authorized by the Board of
Directors of the Company, and the shares are validly issued, fully paid and
nonassessable.
I hereby consent to the filing of the opinion as an exhibit to said
Registration Statement on Form S-3 and further consent to the use of my name
wherever appearing in the Form S-3.
Sincerely,
/s/ Richard L. Handley
-------------------------
Richard L. Handley
Senior Vice President,
General Counsel and Secretary
<PAGE> 1
Exhibit 23.2
Consent of Independent Certified Public Accountants
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
March 26, 1996 included in Republic Industries, Inc's Form 10-K for the year
ended December 31, 1995. We also consent to the incorporation by reference in
this registration statement of our report dated February 9, 1996 (except with
respect to the matter discussed in Note 11, as to which the date is February
29, 1996) on the combined financial statements of the Schaubach Companies,
and our report dated March 5, 1996 on the combined financial statements of the
Denver Alarm Companies, and our report dated March 15, 1996 on the supplemental
consolidated financial statements of Republic Industries, Inc. and
subsidiaries, all included in Republic Industries, Inc.'s Form 8-K/A dated
February 27, 1996; and our report dated May 15, 1996 on the consolidated
financial statements (restated) of Republic Industries, Inc. and subsidiaries
included in Republic Industries, Inc.'s Form 8-K dated May 15, 1996, and our
report dated June 1, 1995 (except with respect to the matter discussed in Note
10, as to which the date is August 3, 1995) on the combined financial
statements of Hudson Management Corporation and subsidiaries and Envirocycle,
Inc. included in Republic Industries, Inc.'s Form 8-K/A dated September 26,
1995 and to all references to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
- -----------------------
Arthur Andersen LLP
Fort Lauderdale, Florida,
July 18, 1996.
