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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) February 27, 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 2. Acquisition or Disposition of Assets
A. The Denver Fire Reporter & Protective Co. and Affiliate
On February 27, 1996, Republic Industries, Inc. (the "Registrant")
acquired all of the outstanding shares of The Denver Fire Reporter & Protective
Co., a Colorado corporation, and a related company affiliated by common
ownership and management with The Denver Fire Reporter & Protective Co.
(collectively, the "Denver Companies"), through a series of merger transactions
(the "Denver Mergers"), in which two wholly-owned subsidiaries of the
Registrant merged with and into the Denver Companies, and all of the issued and
outstanding shares of each of the Denver Companies were exchanged for an
aggregate of 1,631,752 shares of common stock, $0.01 par value per share,
issued by the Registrant to the stockholder of the Denver Companies. The
description contained herein of the Denver Mergers is qualified in its entirety
by reference to the Merger Agreement filed as Exhibit 2.1 to the Registrant's
Current Report on Form 8-K dated February 14, 1996, which is incorporated
herein by reference. The Denver Mergers are being accounted for as pooling of
interests business combinations.
B. The Schaubach Companies
On February 29, 1996, the Registrant acquired all of the outstanding
shares of Incendere, Inc., a Virginia corporation, Area Container Services,
Inc., a Virginia corporation, and Smithton Sanitation Service, Inc. a North
Carolina corporation, (collectively, the "Schaubach Companies"), through a
series of merger transactions and a share exchange (the "Schaubach Mergers"),
in which two wholly-owned subsidiaries of the Registrant merged with and
into the Schaubach Companies, and all of the issued and outstanding shares of
the Schaubach Companies were exchanged for an aggregate of 1,282,700 shares of
common stock, $0.01 par value per share, issued by the Registrant to the
stockholders of the Schaubach Companies. The description contained herein of
the Schaubach Mergers is qualified in its entirety by reference to the
Reorganization Agreement filed as Exhibit 2.2 to the Registrant's Current
Report on Form 8-K dated February 14, 1996, which is incorporated herein by
reference. The Schaubach Mergers are being accounted for as pooling of
interests business combinations.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for the Registrant to provide the financial statements required
by this Item 7(a). In accordance with Item 7(a)(4) of Form 8-K, such financial
statements shall be filed by amendment to this Form 8-K no later than 60 days
after February 27, 1996.
(b) Pro Forma Financial Information.
As of the date of filing of this Current Report on Form 8-K, it is
impracticable for the Registrant to provide the pro forma financial information
required by this Item 7(b). In accordance with Item 7(b)(2) of Form 8-K, such
financial statements shall be filed by amendment to this Form 8-K no later than
60 days after February 27, 1996.
(c) Exhibits.
None.
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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/ Gregory K. Fairbanks
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Gregory K. Fairbanks
Executive Vice President
and Chief Financial Officer
Date: March 13, 1996
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