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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 1, 1996
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REPUBLIC INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-9787 73-1105145
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(Commission (IRS Employer
File Number) Identification No.)
200 East Las Olas Boulevard
Suite 1400
Ft. Lauderdale, FL 33301
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (954) 627-6000
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N.A.
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On July 1, 1996 Republic Industries, Inc. (the "Registrant") announced that it
had entered a definitive agreement (the "Agreement") to combine with ADT
Limited ("ADT") in a transaction valued at approximately $5 billion. Under the
terms of the Agreement, ADT shareholders will receive .92857 of a share of the
Registrant's common stock, $0.01 par value per share ("Common Stock") for each
outstanding share of ADT common stock, and ADT will become a wholly-owned
subsidiary of the Registrant. The exchange ratio was based on a price of $26
for each share of ADT common stock.
As part of the transaction, ADT issued the Registrant a warrant to acquire 15
million shares of ADT common stock at an exercise price of $20 per share. The
warrant is exercisable if the Agreement is terminated for any reason.
The Registrant anticipates issuing approximately 130 million shares of Common
Stock at the closing of the transaction and reserving an additional 38 million
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. In addition, the Registrant has obtained a Commitment from NationsBank
of Florida, N.A. that would increase its borrowing capacity from $250 million
to $750 million. The Registrant currently has no borrowings under its existing
credit facility.
The transaction is intended to be tax-free to ADT's shareholders and will be
accounted for as a pooling of interests business combination. Consummation of
the transactions contemplated by the Agreement is subject to, among other
things, approval by the stockholders of the Registrant and ADT, receipt by ADT
of a fairness opinion from its financial advisor by no later than July 15,
1996, and other customary conditions, including receipt of regulatory approvals.
The descriptions contained herein of the Agreement and the transactions
contemplated thereunder are qualified in their entirety by reference to the
Press Release, dated July 1, 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.
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SIGNATURES
Pursuant to the requirements of the Securities and 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
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Richard L. Handley
Senior Vice President
Date: July 1, 1996
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REPUBLIC INDUSTRIES, INC.
EXHIBIT INDEX
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Number and Sequential
Description of Exhibit Page Number
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1. None
2. None
4. None
16. None
17. None
21. None
23. None
24. None
27. None
99. Press Release, dated July 1, 1996.
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EXHIBIT 99
[REPUBLIC LETTERHEAD]
CONTACT: Republic Industries 954-627-6000
J. Ronald Castell 954-627-6061
David Potts 954-627-6039
ADT Limited 407-997-8406
ADT AND REPUBLIC INDUSTRIES TO COMBINE
--Will Create Largest Electronic Security Service Provider
and Accelerate Plans for AutoNation USA
Fort Lauderdale, FL July 1, 1996 - Republic Industries, Inc. (Nasdaq: RWIN)
and ADT Limited (NYSE: ADT) jointly announced today that they have signed a
definitive agreement providing for the combination of ADT and Republic. Under
the terms of the agreement, which was approved by the Board of Directors of each
company, ADT shareholders will receive .92857 shares of Republic common Stock
for each share of ADT common stock, and ADT will become a wholly-owned
subsidiary of Republic. The transaction is valued at approximately $5 billion.
The exchange ratio was based on a price of $26 for each share of ADT common
stock.
As part of the transaction, ADT issued Republic a warrant to acquire 15
million shares of ADT common stock at an exercise price of $20 per share. The
warrant is exercisable if the agreement is terminated for any reason.
H. Wayne Huizenga, Chairman and Chief Executive Officer of Republic,
stated "The combination of ADT and Republic will create the world's largest
provider of electronic security services and strengthen our businesses at
AutoNation USA."
"On a combined basis, our security businesses will serve approximately 1.6
million customers in the United States, Canada, the United Kingdom and
continental Europe."
--more--
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"ADT Automotive consists of vehicle auction centers, reconditioning
services, vehicle remarketing, title assistance, data management, truck and
equipment services, and inventory management of leased and fleet vehicles.
These operations and their management expertise in the automotive industry will
enable us to accelerate AutoNation USA's business plans. At the same time, we
will be able to capitalize on ADT's strong relationships with manufacturers and
other suppliers of vehicles."
"This exciting combination is consistent with our strategy of enhancing
shareholder value by building businesses in high growth industries and
capitalizing on opportunities to make these businesses well-recognized, branded
leaders in their markets. This transaction represents a tremendous opportunity
for the shareholders of both Republic and ADT." Mr. Huizenga said.
Michael A. Ashcroft, Chairman and Chief Executive Officer of ADT, added "We
are excited about the opportunities which this combination offers for the
shareholders of both companies. Combining Republic's existing electronic
security services business with ADT's will create a unique platform for future
growth."
"In addition, we are optimistic that the relationship between ADT
Automotive and AutoNation USA will be beneficial to both businesses."
Following the combination, Mr. Ashcroft will become a member of Republic's
Board of Directors. He will also continue with his responsibilities as
Chairman and Chief Executive Officer of ADT. Stephen J. Ruzika will continue
as President of ADT's electronic security services division. Mr. Ruzika is
currently Executive Vice President and Chief Financial Officer of ADT. Michael
J. Richardson will continue as President and Chief Executive Officer of ADT
Automotive, which will become part of AutoNation USA.
The transaction is intended to be tax-free to ADT's shareholders and will
be accounted for as a pooling of interests. Completion of the transaction is
subject to customary conditions, including the receipt of all required
regulatory approvals and approval by both companies' shareholders. The
transaction is also subject to ADT's receipt of a fairness opinion by no later
than July 15, 1996.
Republic anticipates issuing approximately 130 million shares of its
common stock at the closing of the transaction and reserving an additional 38
million shares for the exercise of ADT options and warrants and the conversion
of ADT Liquid Yield Option Notes in the future.
Republic has also obtained a commitment from NationsBank that would
increase its borrowing capacity from $250 million to $750 million. The Company
currently has no borrowings under its existing facility.
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.
--more--
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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 America 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 of and operators of vehicle fleets.
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