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As Filed with the Securities and Exchange Commission on December 17, 1996.
REGISTRATION NO. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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REPUBLIC INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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450 East Las Olas Blvd., Suite 1200
Delaware Fort Lauderdale, Florida 33301 73-1105145
(State or other (954) 713-5200 (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)
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RICHARD L. HANDLEY
Senior Vice President
Republic Industries, Inc.
450 East Las Olas Blvd., Suite 1200
Ft. Lauderdale, Florida 33301
(954) 713-5200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy To:
JONATHAN L. AWNER, ESQ.
Akerman, Senterfitt & Eidson, P.A.
One SE Third Ave.
Miami, Florida 33180
(305) 374-5600
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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Title of each Proposed Maximum Proposed Maximum Amount of
class of securities Amount to be offering price aggregate offering registration
to be registered registered per unit(1) price(1) fee
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Common Stock, par value
$.01 per share.......... 43,336,850 $32.00 $1,386,779,200.00 $420,236.12
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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 $32.00 on December 13, 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.
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Registration Statement File No. 333-_____
PROSPECTUS
43,336,850 SHARES
REPUBLIC INDUSTRIES, INC. LOGO
COMMON STOCK
This Prospectus relates to an aggregate of 43,336,850 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 or their pledgees 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 December 9, 1996, the last reported sales
price for the Common Stock as reported by Nasdaq was $33 per share.
Prospective investors should carefully consider the matters set forth under
the caption "Risk Factors" beginning on page 4 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.
December __ , 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................................................................................... 4
Use of Proceeds................................................................................ 10
Selling Stockholders........................................................................... 10
Plan of Distribution........................................................................... 18
Description of Capital Stock................................................................... 18
Legal Matters.................................................................................. 19
Experts........................................................................................ 19
Incorporation of Certain Documents by Reference................................................ 19
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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 Commission 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 Commission. 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 holding company with major business segments in vehicle
rental, vehicle retailing, integrated solid waste services, and electronic
security services. In November 1996, the Company completed the acquisition of
Alamo Rent-A-Car, Inc. and certain affiliated companies ("Alamo"), which
operates a fleet of approximately 158,000 vehicles, owns and operates 205 car
rental locations in the United States and Canada and 61 car rental locations in
Europe, and licenses another 111 locations to third party operators in Europe.
In August 1996, the Company completed the acquisition of CarChoice, Inc.
("CarChoice"), which owns and operates two used vehicle megastores in Dallas,
Texas and Detroit, Michigan. The Company owns or operates 15 solid waste
landfills and provides waste collection services to over 1,300,000 residential,
commercial and industrial customers, and provides related environmental
services. The Company provides electronic security monitoring services to over
207,000 businesses and residences, predominately in Florida, Colorado, Illinois
and Maryland. The Company's strategy is to grow aggressively as a diversified
company through internal growth and by acquiring and integrating additional
automotive businesses, solid waste services businesses, and electronic security
services businesses, as well as by acquiring and expanding businesses in other
industries.
The Company has three significant pending acquisitions of other companies:
AutoNation Incorporated ("AutoNation"), a privately-owned company that is
developing a chain of vehicle retailing megastores, Addington Resources, Inc.
("Addington"), a company primarily engaged in the solid waste services industry
and Continental Waste Industries, Inc. ("Continental"), a company primarily
engaged in the solid waste services industry (collectively, the "Pending
Republic Acquisitions"). In connection with the Pending Republic Acquisitions,
an aggregate of approximately 44.9 million shares of Common Stock will be issued
(which number includes shares of Common Stock issuable upon future exercises of
warrants and options to be assumed by the Company in the Pending Republic
Acquisitions). The AutoNation transaction is subject to the approval of the
Company's stockholders and is expected to close in January 1997, the Addington
transaction is subject to approval of Addington stockholders and is expected to
close in December 1996, and the Continental transaction is subject to approval
of Continental stockholders and is expected to close in December 1996. Each of
the Pending Republic Acquisitions is subject to other customary closing
conditions, including receipt of regulatory approvals.
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 450 East Las Olas Boulevard, Suite 1200, Ft. Lauderdale, Florida 33301, and
its telephone number is (954) 713-5200.
RECENT DEVELOPMENTS
Acquisition of Alamo. In November 1996, the Company acquired in merger
transactions, all of the outstanding capital stock of Alamo in exchange for an
aggregate of 22,123,893 shares of Common Stock. Such transaction has been
accounted for as a pooling of interests business combination.
Private Placement Transaction. In November 1996, the Company issued and
sold 12,079,915 shares of Common Stock in a private placement transaction for
$29.50 per share resulting in net proceeds to the Company of approximately
$353,000,000 after deducting fees and commissions.
Pending Acquisition of AutoNation. In May 1996, the Company entered into a
merger agreement (the "AutoNation Agreement") with RI/ANI Merger Corp., a
Florida corporation and wholly-owned subsidiary of the Company, 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"). AutoNation, which is
in part privately-owned by certain affiliates of the Company, is developing a
chain of vehicle retailing megastores. The AutoNation 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. In addition, the Company
will reserve an additional 480,372 shares of Common Stock issuable in the future
upon the exercise of outstanding stock options of AutoNation. Concurrent with
the execution of the AutoNation Agreement, the Company and AutoNation also
entered into a loan agreement pursuant to which the Company is providing
AutoNation a line of credit until the closing of the AutoNation Merger. As of
September 30, 1996, the Company had advanced approximately $113 million to
AutoNation under such line of credit. The AutoNation Merger will be accounted
for using the purchase method of accounting and is intended to be tax-free to
AutoNation shareholders. Consummation of the AutoNation Merger, which is
expected to close in January 1997, is subject to approval by the Company's
stockholders and other customary closing conditions, including receipt of
regulatory approval.
Pending Acquisition of Addington. In June 1996, the Company entered into a
definitive merger agreement (the "Addington Merger Agreement") with Addington.
Addington is a solid waste services company. The Addington Merger Agreement
provides that each share of common stock of Addington will be exchanged in a
merger transaction (the
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"Addington Merger"), on a tax-free basis, for nine-tenth's (0.9) of a share of
Common Stock. In connection with the Addington Merger, it is contemplated that
an aggregate of approximately 14,014,651 shares of Common Stock will be issued
(which number includes shares of Common Stock issuable in the future upon the
exercise of outstanding stock options of Addington). Consummation of the
Addington Merger, which will be accounted for as a pooling of interests business
combination, is subject to approval by Addington's stockholders and other
customary closing conditions, including receipt of regulatory approval. Certain
stockholders of Addington, representing approximately 45% of Addington's
outstanding common stock, have granted irrevocable proxies to the Company to
vote or to execute written consents with respect to their shares in favor of the
transaction, which is expected to close in December 1996.
Pending Acquisition of Continental. In June 1996, the Company entered into
a definitive merger agreement (the "Continental Merger Agreement") with
Continental. Continental is a solid waste services company. The Continental
Merger Agreement provides that each share of common stock of Continental will be
exchanged in a merger transaction (the "Continental Merger"), on a tax-free
basis, for eight-tenth's (0.8) of a share of Common Stock. In connection with
the Continental Merger, it is contemplated that an aggregate of approximately
12,949,151 shares of Common Stock will be issued (which number includes shares
of Common Stock issuable in the future upon the exercise of outstanding options
and warrants of Continental). Consummation of the Continental Merger, which will
be accounted for as a pooling of interests business combination, is subject to
approval by Continental's stockholders and other customary closing conditions,
including receipt of regulatory approval. Certain stockholders of Continental,
representing approximately 25% of Continental's outstanding common stock, have
granted irrevocable proxies to the Company to vote or to execute written
consents with respect to their shares in favor of the transaction, which is
expected to close in December 1996.
It is expected that all of the Company's directors and executive officers
as of the date hereof will remain in their positions following the consummation
of the Pending Republic Acquisitions. In addition, Lawrence S. Rich, a director
of AutoNation, is expected to be appointed to the Board of Directors of the
Company following consummation of the AutoNation acquisition.
No assurance can be given that the AutoNation Merger, the Continental
Merger or the Addington Merger will be consummated. The consummation of each of
the AutoNation, Continental and Addington mergers is not contingent upon the
approval or consummation of any such other mergers.
Termination of Agreement to Acquire ADT Limited. In September 1996, the
Company announced that the Agreement and Plan of Amalgamation, dated as of July
1, 1996 and amended as of July 15, 1996 (the "ADT Agreement"), by and among the
Company, R.I./Triangle, Ltd. and ADT Limited, a Bermuda corporation ("ADT"),
which provided for the acquisition of ADT by the Company, had been terminated by
mutual agreement of the parties. In connection with the execution of the ADT
Agreement, ADT granted to the Company a warrant (the "ADT Warrant") to purchase
15,000,000 common shares of ADT at a purchase price of $20 per share (which
approximated fair market value), subject to certain antidilution adjustments.
The ADT Warrant became exercisable upon the termination of the ADT Agreement and
remains exercisable until March 1997. Pursuant to the terms of the ADT Warrant,
ADT has granted to the Company certain registration rights with respect to the
common shares of ADT issuable to the Company upon exercise of the warrant.
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.
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Uncertainties in Integrating Operations and Achieving Cost Savings. The
Company, Addington, Continental and AutoNation are large enterprises, with
operations in different markets. The success of any business combination,
including each of the Pending Republic Acquisitions, is in part dependent on the
ability following the transaction to consolidate operations, integrate
departments, systems and procedures and thereby obtain business efficiencies,
economies of scale and related cost savings. The consolidation of operations,
the integration of departments, systems and procedures and the relocation of
staff present significant management challenges. The challenges posed may be
particularly significant because integrating the Pending Republic Acquisitions
must be addressed contemporaneously. There can be no assurance that future
consolidated results will improve as a result of the Pending Republic
Acquisitions, or as to the timing or extent to which cost savings and
efficiencies will be achieved.
Consummation of Pending Republic Acquisitions; Dilution. While management
of the Company remains committed to consummating each of the Pending Republic
Acquisitions, there can be no assurance that the consents and approvals required
for each of such acquisitions will be obtained, that the other conditions
necessary for the consummation of such acquisitions will be satisfied or that
such acquisitions will otherwise be consummated. The issuance of additional
shares of Common Stock upon closing of the Pending Republic Acquisitions, upon
exercise of warrants or options, or upon completion of other acquisitions or
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.
Assuming the consummation of each of the Pending Republic Acquisitions, the
current stockholders of each of the following companies will own approximately
the following percentages of the outstanding shares of Common Stock based on the
number of shares of Common Stock outstanding as of November 30, 1996: Republic
83.8%; AutoNation 6.5%; Continental 4.7%; and Addington 5.1%.
Control of the Company. As of October 31, 1996, H. Wayne Huizenga, Michael
G. DeGroote, Harris W. Hudson, and John J. Melk, each a Director and/or
executive officer of the Company, beneficially owned an aggregate of
approximately 83,248,062 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 warrants and options exercisable
within 60 days of October 31, 1996 for an aggregate of 29,730,622 shares of
Common Stock), or an aggregate of approximately 37.5% of the issued and
outstanding shares of Common Stock (assuming the exercise of all warrants and
options exercisable within 60 days of October 31, 1996 owned by such persons).
Messrs. Huizenga, DeGroote, Hudson and Melk acting together are, and, after the
Pending Republic Acquisitions are consummated, will 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, all of whom have entered into
employment and/or non-compete agreements with the Company, or Mr. Huizenga in
particular (whether such loss is through resignation or otherwise), could have a
material adverse effect on the Company's business, financial condition and
future prospects. Furthermore, the Company does not hold keyman insurance on any
member of its management team.
Possible Depressing Effect of Future Sales of the Company's Common
Stock. Future sales of the Shares, or the perception that such sales could
occur, could adversely affect the market price of the Company's 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 Company's Common
Stock. Since August 1995 and as of September 30, 1996, the Company has
registered for sale, from time to time on a continuous basis under several shelf
registration statements, by certain selling stockholders, an aggregate of
182,599,986 shares of the Company's Common Stock. In addition, the Company
intends to continue to issue the Company's Common Stock in connection with
certain of its acquisitions or in other transactions. Such securities may be
subject to resale restrictions 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 to the
public. In the event of the issuance and subsequent resale of a substantial
number of shares of the Company's Common Stock, or a perception that such sales
could occur, there could be a material adverse effect on the prevailing market
price of the Company's Common Stock.
Limited Operations in Vehicle Retailing Business. The Company has a
limited history of operations in vehicle retailing and related businesses. Prior
to its acquisition of CarChoice in August 1996, the Company had no history of
operations in the used vehicle retailing industry. The Company currently
anticipates that it will, through acquisitions, including the acquisition of
AutoNation, rapidly expand its operations in new and used vehicle retailing and
related businesses. Operations of CarChoice and AutoNation did not generate
revenue until 1996. Neither CarChoice nor AutoNation has operated profitably
since inception. AutoNation has started up and is developing a chain of vehicle
retailing megastores and opened its first AutoNation USA(TM) megastore in
October 1996. The success of the Company's aggressive development plans in the
vehicle retailing business is dependent on a number of factors including, but
not limited to, economic conditions, competitive environment, adequate capital,
accurate site selection, construction
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schedules, supply of new and used vehicles, consumer acceptance of the megastore
concept in vehicle retailing, vehicle manufacturers' approval and control over
new vehicle dealer franchises, and the building of brand recognition. There can
be no assurance that the Company will be successful in the vehicle retailing
industry or in any related automotive industries which it enters.
Valuation of AutoNation. There are a number of methods of determining the
valuation of any company, which methods often involve consideration of
intangible factors which are not readily capable of being quantified with
precision. Accordingly, determination of a precise valuation of AutoNation is
difficult, due in part to such factors as its limited history of operations in
vehicle retailing and related businesses. Consequently, a Special Committee of
the Board of Directors of the Company (the "Special Committee") engaged an
investment banking firm to evaluate the fairness of the consideration proposed
to be paid by the Company to the shareholders of AutoNation in connection with
the AutoNation transaction. The Special Committee and its investment banking
firm relied on forecasts and projections regarding AutoNation's future operating
performance, as well as numerous other factors, including AutoNation's audited
financial statements, and the investment banking firm issued its opinion that
the consideration to be issued by the Company in the AutoNation transaction is
fair to the Company from a financial point of view. Neither the Company nor its
investment banking firm, nor, to the Company's knowledge, any other party, has
conducted independent appraisals or valuations of the assets or liabilities of
AutoNation.
Need for Substantial Additional Capital. The Company's strategy is to
aggressively grow as a diversified company by acquiring and integrating
additional companies in its existing lines of business, and companies in other
lines of business, as well as through internal growth of such businesses. As of
November 30, 1996, the Company had approximately $1.9 billion of long term debt
outstanding ($1.6 billion of which was secured by revenue earning rental
vehicles) and had approximately $93 million in cash available for general
corporate purposes. The Company believes that additional capital may be
necessary to continue its rapid expansion, to service its existing debt, and 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 and the Company's ability to react to changes in the industries
in which it does business could be limited, which could have a material adverse
effect on the Company's business, financial condition and future prospects.
Impediments to Completing Future Acquisitions. The Company's future growth
strategy depends on its ability to identify and acquire appropriate companies in
its existing lines of business, 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 stock
price, financial condition and results of operations may fluctuate significantly
from period to period.
Risks Associated with Acquisitions. There may be liabilities which the
Company fails or is unable to discover in the course of performing due diligence
investigations on each company or business it seeks to acquire, 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 former owner, 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.
Cost of Vehicle Rental Fleet. Vehicle depreciation is one of the single
largest cost components of the Company's Alamo Rent-A-Car vehicle rental
business, and it is materially affected by vehicle manufacturers' supply
programs. Since the late 1980s, vehicle manufacturers have sold vehicles to the
car rental industry under repurchase programs, pursuant to which the
manufacturers agree to repurchase program vehicles during allowable repurchase
periods at determinable prices, subject to certain terms and conditions
("Repurchase Programs"). Repurchase prices under Repurchase Programs are based
on either (i) a predetermined percentage of original vehicle cost and the month
in which the vehicle is returned or (ii) the original capitalization cost less a
set monthly depreciation amount. Repurchase Programs limit the risk of market
value decline at the time of vehicle disposition and enable car rental companies
to accurately project their vehicle
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depreciation expense. The Company currently has Repurchase Programs with General
Motors Corporation ("General Motors"), Chrysler Corporation, Ford Motor Company,
Mazda Motor of America, Inc., Nissan Motor Corporation in U.S.A., Subaru of
America, Inc. and Toyota Motor Sales U.S.A., Inc. (including its Lexus
division). During model year 1996, the Company's vehicle rental operations
purchased approximately 90% of its U. S. vehicle fleet and a majority of its
European vehicle fleet under Repurchase Programs. If vehicle manufacturers
reduce the number or mix of vehicles available to car rental companies through
Repurchase Programs or increase vehicle costs under Repurchase Programs, there
can be no assurance that the Company will be able to control its rental fleet
costs or selection, or to pass on any increases in vehicle cost to rental
customers, which could have a material adverse effect on the Company's business,
financial condition and future prospects.
The Company also purchases vehicles for its rental fleet that are not
subject to Repurchase Programs and therefore the Company is responsible for the
disposition of such vehicles. During model year 1996, the Company's vehicle
rental operations purchased approximately 10% of its North American rental fleet
and less than half of its European rental fleet outside Repurchase Programs. The
proceeds from the sales of such vehicles will depend upon the prices obtained by
the Company in the used car market at the time of disposition and, accordingly,
will be subject to the market conditions at the time of sale, which conditions
may change from time to time. Changes in the prices obtainable in the used car
market could adversely affect the price realized upon any sale. In the future,
the number of vehicles purchased outside Repurchase Programs may increase or
decrease based on a number of factors, including a determination by the Company
of the acceptable level of residual risk related to the disposition of vehicles
in the used car market.
Dependence on Vehicle Manufacturer's Credit. The Company's Alamo
Rent-A-Car vehicle rental business depends upon third-party financing to
purchase its revenue earning vehicles for its vehicle rental fleet. Continued
availability of such financing upon favorable terms is critical to the Company's
vehicle rental operations. Since a substantial portion of such indebtedness is
incurred in connection with major vehicle manufacturers' Repurchase Programs, a
significant change in the financial conditions of the vehicle manufacturers,
particularly General Motors, impairing their ability to repurchase vehicles
could significantly affect the Company's ability to obtain such financing on
favorable terms. In addition, under the terms of certain of the Company's
vehicle purchase credit facilities, if the senior indebtedness of a repurchase
party (such as General Motors) fails to maintain an investment grade rating, or
upon the bankruptcy of a repurchase party or the occurrence of any other
material adverse effect on the repurchase party's ability to perform, or upon a
material default under a Repurchase Program, or upon the occurrence of certain
other events, the Company may be prohibited from borrowing additional amounts
under such facilities for the purchase of vehicles from such repurchase party,
the Company may be required to repay a portion of the indebtedness outstanding
under such facilities based on the vehicles to be repurchased by such repurchase
party, and the Company may be required to remove the vehicles of such repurchase
party from the applicable collateral pool for such facilities. Therefore, any
change in financial condition of a vehicle manufacturer with which the Company
maintains a Repurchase Program could have a material adverse effect on the
Company's business, financial condition and future prospects.
Interest Rates and Restrictive Covenants. A substantial portion of the
Company's outstanding indebtedness is at floating interest rates. The Company
uses interest rate swaps to manage the risk of interest rate fluctuations.
However, a substantial increase in interest rates could adversely affect the
Company's ability to service its debt obligations. In addition, most of the
Company's debt instruments contain covenants establishing certain financial and
operating restrictions as well as cross-default and cross-acceleration
provisions. A failure to comply with any covenant or any obligation contained in
any credit agreement could result in an event of default which could accelerate
debt under certain other credit agreements
European Vehicle Rental Operations. The Company's European vehicle rental
operations are subject to certain risks, including adverse developments in the
foreign political and economic environment, varying governmental regulations,
foreign currency fluctuations, potential difficulties in staffing and managing
foreign operations and potentially adverse tax consequences. There can be no
assurance that any of these factors will not have a material adverse effect on
the Company's business, financial condition and future prospects.
Regulation of Collision Damage Waivers. A traditional rental related
product offered by the car rental industry has been the sale of collision damage
waivers, under which car rental companies agree to waive their right to recovery
from a renter for damage to the rental vehicle. Approximately 6.3%, 7.6% and
6.8% of the total U.S. revenue of the Company's Alamo Rent-A-Car vehicle rental
business in 1995, 1994 and 1993, respectively, was generated from the sale of
collision damage waivers. The United States House of Representatives has from
time to time contemplated, but never adopted, legislation that would regulate
the conditions under which collision damage waivers may be sold by car rental
companies. In addition, approximately 40 states have considered legislation
affecting the collision damage waiver product. To date, 18 of those states have
enacted legislation requiring disclosure to each customer at the time of rental
that damage to the rented vehicle may be covered by the customer's personal
automobile insurance and that a collision damage waiver may not be necessary. In
addition, in the late 1980s, New York and Illinois enacted legislation which
eliminated car rental
7
<PAGE> 9
companies' right to offer collision damage waivers for sale and limited
potential customer liability to $100 and $200, respectively. Moreover,
California, Nevada and Indiana have capped the rates that may be charged for
collision damage waivers to $9.00, $10.00 and $5.00 per day, respectively. In
addition, Texas requires the rates charged for this protection to be reasonable
in relation to costs. Adoption of national or additional state legislation
limiting the sale, or capping the rates, of collision damage waivers could
further restrict sales of this product, and additional limitations on potential
customer liability could increase the Company's costs in its vehicle rental
business.
Dependence on Principal Rental Fleet Supplier. Since the early 1980s,
General Motors has been the principal supplier of rental fleet vehicles to the
Company's Alamo Rent-A-Car vehicle rental business. The number of vehicles
purchased from General Motors varies from year to year. In model years 1996,
1995 and 1994, the Company's vehicle rental operations purchased approximately
61%, 68% and 78%, respectively, of its North American vehicle fleet from General
Motors. Under the terms of the Company's Repurchase Program with General Motors,
the Company's vehicle rental operations must purchase at least 51% of its
domestic vehicles from General Motors during model years 1996 through 2000 in
order to receive certain discounts and other incentives. Given the volume of
vehicles purchased from General Motors, shifting significant portions of the
fleet purchases to other manufacturers would require significant lead time. As a
result, if General Motors were unable to supply the Company's vehicle rental
operations with the planned number and type of vehicles, it could have a
material adverse effect on the Company's business, financial condition and
future prospects.
Environmental Regulation. The operation of the Company's businesses are
subject to certain federal, state and local requirements which regulate health,
safety, environment, zoning and land-use. Operating and other permits are
generally required for landfills, certain waste collection vehicles, fuel
storage tanks, and other facilities owned or operated by the Company and these
permits are subject to revocation, modification and renewal. 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. Applicable
requirements are enforceable by injunctions and fines or penalties, including
criminal penalties. These regulations are administered by the United States
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. In addition, certain of the Company's waste disposal
operations that traverse state boundaries 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. Subtitle D of RCRA
establishes a framework for regulating the disposal of municipal solid wastes.
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.
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 factual or
regulatory developments, the amounts and timing of future environmental
expenditures could vary substantially from those currently anticipated.
The Comprehensive Environmental Response, Compensation, and Liability Act
of 1980, as amended ("CERCLA"), imposes liability for damages and the cleanup of
sites from which there is a release or threatened release of a hazardous
substance into the environment on, among others, the current and former owners
and operators of such sites. Liability under CERCLA 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 which require remediation under CERCLA are solid waste landfills
which ostensibly never received any hazardous wastes. Thus, even if the
Company's landfills or other properties which the Company or companies it
acquires may have owned or operated have never received hazardous wastes, it is
possible that one or more hazardous substances may have come to be located
there. 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 facilities owned or operated by third parties where the Company or
companies it acquires arranged for disposal or treatment of hazardous substances
at, or transportation of hazardous substances to, such a facility, or where the
Company or companies it acquires 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
8
<PAGE> 10
difficulty of obtaining insurance for environmental impairment liability, such
liability could have a material impact on the Company's business, financial
condition and future prospects.
The Company currently carries site-specific pollution liability insurance
(for a majority of its facilities), contractors' pollution liability insurance
and professional 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 the Company's insurance
coverage could have a material adverse effect on the business, financial
condition and future prospects of the Company.
"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 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.
Risks of Pending and Future Legal Proceedings. In addition to the costs of
complying with environmental regulations, waste management companies generally
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
for landfills and other waste facilities, 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, particularly in its vehicle rental business, 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. Although the Company believes that losses resulting from the ultimate
resolution of such proceedings will not have a material adverse effect on the
Company's business, financial condition or future prospects, 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 and Dependence on Travel Industry and Fuel Supply. The
Company's collection and landfill operations could 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. The Company's vehicle retail operations could be adversely affected
by protracted periods of inclement weather. In addition, the Company's vehicle
rental operations could be adversely affected by a decrease in air travel,
protracted periods of inclement weather or any other event that disrupts travel
patterns for an extended period of time, particularly in the peak summer travel
months which have historically been the strongest revenue and net income
producing months of the Company's vehicle rental operations. The Company's
vehicle rental operations could also be adversely affected by limitations in
fuel supplies, imposition of mandatory fuel allocation or rationing regulations
or significant increases in fuel prices. There can be no assurance that
protracted periods of inclement weather, decrease in air travel or any other
occurrence that disrupts travel patterns, disruption of fuel supplies or
increases in fuel prices will not have a material adverse effect on the
Company's business, financial condition and future prospects.
Competitive Environment. All of the Company's businesses operate in highly
competitive environments. In addition, the solid waste industry, the electronic
security services industry and the vehicle retailing industry, are each changing
as a result of rapid consolidation. The future success of the Company will be
affected by such changes, the nature of which cannot be forecast with certainty.
There can be no assurance that such developments will not create additional
competitive pressures on some or all of the Company's businesses.
9
<PAGE> 11
The solid waste industry in North America is led by several large national
waste management 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 to
municipalities of tax revenues and tax-exempt financing. Furthermore,
alternatives to landfill disposal (such as recycling, incinerating and
composting) 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, financial condition and future
prospects. There can be no assurance that the Company will be able to compete
effectively in the solid waste industry.
The security alarm industry is highly competitive and highly fragmented.
The electronic security services business of the Company competes with several
large national companies 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
than the Company. Given this competitive business environment, there can be no
assurance that the operations of the Company will be able to compete effectively
in this industry. 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 or regulations. 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.
The car rental industry is highly competitive. In any given location, the
Company's Alamo Rent-A-Car vehicle rental business may encounter competition,
particularly in the leisure segment, from national, regional and local car
rental companies, some of which may have access to greater financial resources
than the Company and several of which are owned by or affiliated with the major
automobile manufacturers, including General Motors. At times, the major car
rental companies have been adversely affected by industry-wide price pressures,
and the Company's vehicle rental business has, on such occasions, priced its
product in response to such pressures. Moreover, at times when the car rental
industry has experienced vehicle oversupply, there has been intensified
competitive pressure. This oversupply has limited the industry's ability to
raise rental rates. There can be no assurance that the Company will be able to
compete effectively in the vehicle rental industry.
The vehicle retailing industry in the United States is highly fragmented
and competitive, and is in the early stages of consolidation. The Company
believes that there is no used vehicle retailer currently operating a national
chain of megastores. In addition to the Company, several other companies have
announced plans to roll out national chains of used vehicle megastores over the
next few years. In addition, several franchised new vehicle dealers, which have
significant used vehicle operations, have recently conducted initial public
offerings of their securities, with proceeds targeted to be used for
acquisitions of other dealers. Some of these competitors in the new and used
vehicle retailing industry have significantly greater financial and operational
resources and more established market positions than the Company. There can be
no assurance that the Company will be able to compete effectively in the new or
used vehicle retailing industry or related automotive businesses.
USE OF PROCEEDS
This Prospectus relates to Shares being offered and sold for the accounts
of the Selling Stockholders. 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 December 12, 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
10
<PAGE> 12
43,336,850 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>
110 Group Trust Dated
December 28, 1995
C/o S. Jacqueline Egan, Trustee 74 74
Badi and Judith Abbo 10,538 10,538
Ghania Abo 7,526 7,526
Eddi and Aziz Aboona 6,615 6,615
Ghanim and Batoul Abro 4,811 4,811
Imad Abro 4,811 4,811
Joseph Achenbaum 6,013 6,013
Ghader Agoubi 2,405 2,405
Ajj Investment Group 5,051 5,051
Ramzi and Salma Ajo 13,540 13,540
Faiq or Salwa Aljabi 18,818 18,818
The Al-Naimi Investment Partnership 7,216 7,216
Joseph Amato 29,643 29,643
American Diversified Enterprises, Inc. Portfolio 50,000 50,000
Managed Acct. C-1
Duff and Ericka Anderson 4,811 4,811
Emile Anton 1,043 1,043
Rabah Arabo 12,749 12,749
Christopher Arsement 161 161
Susan Askar 2,405 2,405
Najib Atisha 7,526 7,526
Richard Atto 1,513 1,513
Fred Atto 11,290 11,290
Richard and Delores Atto 11,290 11,290
Auer & Co. 27,900 27,900
Najib Ayair 4,811 4,811
Zuhair Ayar 22,582 22,582
Ralph Ayar 7,526 7,526
Mansour Ayar 4,811 4,811
James Babcock 14,433 14,433
Ayoub Bakal 16,338 16,338
Eddie Bakal 16,338 16,338
Mike Bakal 19,674 19,674
Walid Barash 4,811 4,811
Jeffrey Barr 27,082 27,082
Frederick Baxter 6,963 6,963
Alan S. Bernikow 1,718 1,718
Manning Billeaud, II 2,204 2,204
Basim and Rabab Binno 108,181 108,181
Basam Binno 4,034 4,034
Rabab Binno 2,655 2,655
Raymond S. Blanco 161 161
</TABLE>
- ---------------
11
<PAGE> 13
<TABLE>
<S> <C> <C>
Bonam & Najor Associates 7,526 7,526
Donnie Bordelon 337 337
Boston College End. Plan 5,000 5,000
Charles E. Bowen(1)(2) 607,498 2,778
F. Coll Bowen III(1)(2) 512,778 2,778
Thomas Bowen(1)(2) 498,333 8,333
The Bradford Group 8,659 8,659
C. Andrew Brickman 29,367 29,367
Charles A. Brickman 3,784 3,784
Charles A. Brickman, TTEE 61,999 61,999
Daniel Brickman 23,465 23,465
J. Bradley Brickman 8,876 8,876
The Brickman Family Irrevocable Trust 24,055 24,055
Allen Broussard(3) 1,175 1,175
Valerie Bruinius, as Trustee of
The Jamie A. Meyer Trust Dtd
11/15/96, or Her Successors
In Trust 12,500 12,500
Valerie Bruinius, as Trustee of
The Michelle M. Martin Trust Dtd
11/15/96, or Her Successors
In Trust 4,000 4,000
Valerie Bruinius, as Trustee of
The William E. Meyer, II Trust Dtd
11/15/96, or Her Successors
In Trust 4,000 4,000
Valerie Bruinius, as Trustee of
The Kathryn E. Meyer Trust Dtd
11/15/96, or Her Successors
In Trust 4,000 4,000
Builder Investment Partners 7,526 7,526
CFP Trust 1,700 1,700
Anthony Canonie IRA 12,027 12,027
Anthony Canonie 12,027 12,027
Capital Research & Management,
on behalf of The Growth Fund
of America, Inc. 1,650,000 800,000
CarChoice, Inc. 429,439 429,439
Bruce Carusi 9,622 9,622
Central Laborers' PF/P 18,600 18,600
Gregory Christopher 60,137 60,137
CitiPerformance Portfolio, S.A. 700,000 700,000
City of Cincinnati Rtmt 44,600 44,600
Coastal Corp Pension Tr A 45,800 45,800
Henry Collins 12,027 12,027
Common Fund Large Capitalization 56,000 56,000
Paul Courts 2,204 2,204
Paul A. Coury(4) 1,079,132 1,079,132
Keith Cowherd and Margaret Cowherd
Community Property(5) 850,646 850,646
Kevin Coyne 19,244 19,244
</TABLE>
12
<PAGE> 14
<TABLE>
<S> <C> <C>
Cramer Partners, L.P. 50,000 50,000
David Crane 7,216 7,216
Felix A. Crawford(1)(6) 267,746 16,666
Cross Town Auto Partners 15,054 15,054
Marc Cummins 4,811 4,811
Abdul K. And Emily M. Curioca 2,405 2,405
Curtis Properties, Inc. 11,290 11,290
Masoud Dabish 2,405 2,405
Paul Daigle 57 57
Dana Corp PIC Fund 101,400 101,400
Vincent Degiaimo 6,013 6,013
Delaware Group Trend Fund, Inc. 1,033,180 136,200
Delaware Group Premium Fund, Inc.
For The Emerging Growth Series 90,920 13,800
Anthony Deluise 2,405 2,405
Ghasan Denha 10,533 10,533
Ghasan and Salwan Denha 6,013 6,013
Sam Denha 10,533 10,533
Thomas and Virginia Denha 9,622 9,622
Gregory Dickson 1,783 1,783
Steven Dietz 4,811 4,811
Digital Equipment Corp. 30,800 30,800
John Drury 126,993 126,993
Dan R. Duncan(1)(7) 203,582 10,000
Robert C. Duncan(1)(7) 38,167 6,667
EMS Consumers Power 34,600 34,600
Michael S. Egan(8) 8,218 8,218
Michael S. Egan Living Trust
Dated April 30, 1996 16,686,549 16,686,549
Michael S. Egan Grantor
Retained Annuity Trust F/B/O
Sarah Egan Mooney
Dated April 30, 1996 853,007 853,007
Michael S. Egan Grantor
Retained Annuity Trust F/B/O
Eliza Shenners Egan
Dated April 30, 1996 853,007 853,007
Michael S. Egan Grantor
Retained Annuity Trust F/B/O
Catherine Lewis Egan
Dated April 30, 1996 853,007 853,007
Michael S. Egan Grantor
Retained Annuity Trust F/B/O
Teague Michael Thomas Egan
Dated April 30, 1996 853,007 853,007
</TABLE>
13
<PAGE> 15
<TABLE>
<S> <C> <C>
Michael S. Egan Grantor
Retained Annuity Trust F/B/O
Riley Martin Michael Egan
Dated April 30, 1996 853,007 853,007
Elbridge Stuart Foundation 33,300 33,300
Emvest & Company 5,400 5,400
Enron Corp Retirement Plan 6,300 6,300
Carl Epstein(3) 8,054 8,054
Robert Falkenberg 9,622 9,622
James Fantaci 12,027 12,027
Ralph Faranso 31,271 31,271
Trace Farnum 1,043 1,043
George W. Fennell(1)(9) 3,409,362 19,660
George S. Fennell(1)(9) 68,173 4,173
Fireman Foundation/PIC 4,000 4,000
Paul and Phyllis Fireman Trust 23,900 23,900
Paul Fischer 2,405 2,405
Marcus Fontenot 2,204 2,204
Ford Motor Company Pension Plan 160,000 160,000
Fulcrum Associates, L.P. 81,500 81,500
Fulcrum Oversees Fund, Inc. 18,500 18,500
Robert Gagnard 4,827 4,827
Giant Food Center, Inc. 13,540 13,540
Irwin Goldberg 859 859
Goodfellows Club 12,027 12,027
Sharon Greiff 214 214
Group of Five Investments 69,178 69,178
Saad and Amer Hajjar 2,405 2,405
Jamil D. Hakim, Revocable Living Trust 15,054 15,054
Hamilton College EDMT 10,800 10,800
Robert Harris 1,175 1,175
N. Herrick Irrevocable Securities Trust,
Howard Evan Herrick, Ttee 170,000 170,000
Chol Hong 4,811 4,811
Mitchell and Francine Horowitz 12,337 12,337
David Howard 3,027 3,027
David Howard, Esq. 12,044 12,044
IDS Life Managed Fund, Inc. 1,694,915 1,694,915
ITC of Farmington 9,622 9,622
JSJ Corp. Employees Retirement Income Plan 3,500 3,500
Durward W. Jackson II(10) 130,484 130,484
Hamilton James 4,811 4,811
Manhal Jarbo and Talal Jarbo 9,622 9,622
Johnson & Higgins Ret. 7,800 7,800
Jeffrey June 1,836 1,836
Jeffrey and Teresa June 3,487 3,487
Nashat and Jalila Kainaya 17,424 17,424
Fuad and Janet Karmo 4,811 4,811
</TABLE>
14
<PAGE> 16
<TABLE>
<S> <C> <C>
Layth and Loya Kassab 2,405 2,405
Raad and Thaira Kathawa 7,526 7,526
Issam and Tikra Kejbou and Sami and Ikhlas Kejbou 9,622 9,622
Kekst & Co. Profit Sharing Trust 7,500 7,500
William H. Kelly, Jr.(8) 460,666 460,666
Sabah Kenaya 24,440 24,440
John G. Kennedy III 7,526 7,526
Donald R. Keough 50,000 50,000
Mark Khemmoro 2,405 2,405
Sabah Khemmoro 2,405 2,405
Jeffrey A. Klein 10,596 10,596
Jeffrey Klein 220,725 220,725
KNA Associates 4,811 4,811
Carolyn Knox(11) 60,170 60,170
Merle Knox(11) 20,057 20,057
Richard Koffey and Barbara Thrasher-Meyers 9,622 9,622
Haitham Konja 4,811 4,811
Louai Konja 4,811 4,811
Tom Konja 4,811 4,811
Mahsin and Gladis Kouza 13,540 13,540
Kroger Ret Income Plan 24,200 24,200
William Kunzweiler 24,055 24,055
Ms. Debra Laporte 908 908
Lawrence Lavine 14,433 14,433
Steven Lebow 9,932 9,932
Mary B. Long Trustee 12,027 12,027
Matthew Low and Nancy Goodman 6,022 6,022
MFS Emerging Growth Fund 4,000,000 4,000,000
MFS Series Trust I-MFS Aggressive Growth Fund 15,000 15,000
Habib and Jacquelyn Mamou 24,055 24,055
James M. Marceaux 3,021 3,021
The Marceaux Family Trust
Dtd 9/21/94 James M. Marceaux, Ttee 1,806 1,806
Stephen Mardigian 19,865 19,865
Mark Equity Partners, L.P. 5,000 5,000
Mark International Partners, L.P. 25,000 25,000
Mark Partners 20,000 20,000
Salem T. Marougi, Trustee 13,540 13,540
Martin Industries, Inc. Plan 5,300 5,300
MAS Funds Mid-Cap Growth Portfolio 135,000 135,000
Massachusetts Investors Growth Fund 500,000 500,000
Massachusetts Mutual Life Insurance Company 75,000 75,000
MassMutual Corporate Value Partners Limited 30,000 30,000
MassMutual High Yield Partners LLC 45,000 45,000
McCarter & English Pension Plan 1,700 1,700
Joseph I. McConnell(1)(2) 17,088 2,778
McGraw Hill Pension Plan 22,300 22,300
George Mckay 24,832 24,832
Joseph Mckay 15,344 15,344
Joseph and Suad Mckay 29,232 29,232
Yousif or Jamila Mckay 21,910 21,910
Ardith Mederrick 1,718 1,718
Metropolitan Life Insurance Company 1,146,200 240,000
</TABLE>
15
<PAGE> 17
<TABLE>
<S> <C> <C>
Metropolitan Series Fund Inc.
Aggressive Growth Portfolio 2,872,000 750,000
Dolores J. Meyer 440 440
Edward Meyer(12) 21,929 21,929
Edward Meyer Revocable Trust
UAD 02/14/90 361,118 361,118
Gale M. Meyer(12) 22,619 22,619
William E. Meyer(12) 22,179 22,179
William E. Meyer Revocable Trust
UAD 11/21/89 397,215 397,215
Midwest Club 42,697 42,697
Rehab Miri 1,202 1,202
Mitchell Hutchins Asset Management, Inc.
for Summit Investors 160,000 160,000
Ronald Monkman 7,526 7,526
Donald Moorehead, Jr. 52,962 52,962
John Morlock 4,811 4,811
Thomas Murphy 24,956 24,956
Georgia Nadhir 4,516 4,516
Faris Naimi 4,811 4,811
John Najjar and Peter Najjar 2,405 2,405
Joseph Nadhir 15,054 15,054
Waad Nadhir(13) 433,364 433,364
Manuel and Magda Najjar 11,290 11,290
Frederick A. Najor Trust 15,054 15,054
National Steel Corp. 48,800 48,800
Walter R. Nelson 1994 Three Year Trust 12,027 12,027
Walter and Margaret Nelson 7,216 7,216
William B. Nicholson 2,405 2,405
DLISC IRA FBO William B. Nicholson 7,526 7,526
Opulent Management Co. Inc. 30,110 30,110
J. Patrick O'Shaughnessy 9,932 9,932
PaineWebber Foundation 4,500 4,500
PaineWebber Growth Fund, a series
of PaineWebber Olympus Fund 560,000 310,000
Palmetto Partners 12,027 12,027
Trustee for John F. Patek 2,405 2,405
Lizann Phalen 8,876 8,876
Pine Valley Group 8,178 8,178
Pittway Corporation 76,167 76,167
Johnny Plumb 614 614
Madison Pope 614 614
Power Technologies Sharing Plan Equity Fund 8,500 8,500
Productivity Fund II, L.P. 54,185 54,185
Mark Pytosh 27,342 27,342
Michael Pytosh 9,932 9,932
</TABLE>
16
<PAGE> 18
<TABLE>
<S> <C> <C>
Zuher Qonja 10,324 10,324
Jamal Qonja 12,730 12,730
Anthony E. Rapp 687 687
Raptor Global Fund L.P. 95,800 66,800
Raptor Global Fund Ltd. 148,400 148,400
Herald Ritch 99,329 99,329
Wafie Roumayah, M.d. 15,054 15,054
Royal 400 Investments 19,244 19,244
Safeway Food Center, Inc. 42,137 42,137
Saint Dominic Health Services, Inc. 9,500 9,500
SAK Partners 12,044 12,044
Amir Samona 9,571 9,571
Bashar Samona 9,571 9,571
Farouk Samona 17,099 17,099
Khairi Samona 17,099 17,099
Mazin Samona 2,405 2,405
Mukhles Samona 17,460 17,460
Tom Samona 9,451 9,451
Donald Sanders 60,199 60,199
San Diego County Employees Retirement 13,000 13,000
Thamer Sandiha 15,054 15,054
Louis Sands, IV(5) 212,662 212,662
Maher Sarafa 3,890 3,890
George Sarumian(14) 245,493 245,493
Nina Sarumian Tr
U/A/D 10/19/90
The Sarumian Family Trust 122,746 122,746
Mona Sawa 2,405 2,405
Yousif and Mona Sawa 17,009 17,009
Dwight C. Schaubach(1)(15) 1,395,578 16,666
John A. Schneider 50,000 50,000
John L. Scicluna 5,134 5,134
Bobbie Searcy 1,043 1,043
Seawaters NV 3,500 3,500
Robert B. Sellers Trust 52,692 52,692
Faraj and Habiba Sesi 3,762 3,762
Joseph Sevany 9,932 9,932
Shaikha Bint Suroor Al Dhaheri 1,000 1,000
Jalal Shallal 3,784 3,784
Jalal and Nawal Shallal 175,210 175,210
Janette Shallal 2,405 2,405
Joseph and Lillian Shallal 22,213 22,213
Shammami Investments 6,022 6,022
</TABLE>
17
<PAGE> 19
<TABLE>
<S> <C> <C>
Theodore and Bonnie Shapiro 644 644
Aniss Shayota 4,329 4,329
Robert N. Shepard(1)(9) 225,870 9,500
Frankie Shouneyia 7,457 7,457
Oraha and Najiba Shouneyia 7,526 7,526
Ronald Shunia 10,698 10,698
Blaine Siegel 344 344
Elaine Siegel 1,375 1,375
Richard Siegel 344 344
Franci Sitto 7,526 7,526
Andrew J. Speyrer(3) 238,057 238,057
Allison J. Spiegel 344 344
Rona J. Spiegel 1,375 1,375
St. Luke's Foundation 2,000 2,000
St. Luke's Pension Plan 4,000 4,000
St. Luke's Self Insurance 2,700 2,700
State Street Research Growth Fund 430,900 85,000
Stellar Trust 185,000 185,000
Mark Sulam 41,826 41,826
Summit International, Ltd. 45,000 45,000
David Sutherland-Yoest 15,946 15,946
Richard Sweetnam, Jr. 30,403 30,403
T & T Investments 4,811 4,811
G. Jackson Tankersley, Jr. 7,526 7,526
Kyle Thibodeaux 161 161
Robert Tincher and
Mary Tincher, JTWROS(16) 213,772 213,772
Robert Tincher(16) 200,000 200,000
Mary Tincher(16) 200,000 200,000
Karim and Norma Toma 4,811 4,811
Mark Tramonte 57 57
Norman D. Tripp(8) 1,151,638 1,151,638
Tudor Arbitrage Partners, L.P. 23,800 17,200
Tudor BVI Futures, Ltd. 323,000 167,600
Valero Energy Pension Plan 9,300 9,300
Vanguard Horizon-Capital Opportunity Fund 182,570 64,570
Vanguard/Morgan Growth Fund, Inc. 736,870 137,670
Patricia Winters Waring(17) 62,222 62,222
William Hayne Waring(17) 80,000 80,000
William Hayne Waring, Jr.(17) 35,556 35,556
Williams Master Tr-A 16,600 16,600
Willis Coroon Corp. 19,300 19,300
Watran, L.L.C. 14,836 14,836
Whittier Opportunity Fund I, LLC 95,000 70,000
Wittenberg University 8,100 8,100
Yarmouth Trust 1,600 1,600
John and Carmen Yonan 21,852 21,852
John Zagara and Joseph Zagara 19,970 19,970
Amer and Thair Zeitouna 2,405 2,405
</TABLE>
- --------------
(1) Served as an officer and/or director of Eco Services of S.C., Inc. prior
to the Company's acquisition of such company.
(2) Served as an officer and/or director of United Waste Service, Inc. prior
to the Company's acquisition of such company.
(3) Served as an officer and/or director of Acadiana Alarm Systems, Inc.
prior to the Company's acquisition of such company.
(4) Served as an officer and/or director of Rainbow Industries, Inc. prior to
the Company's acquisition of such company.
(5) Served as an officer and/or director of Bell Dodge, Inc. prior to the
Company's acquisition of such company.
(6) Served as an officer and/or director of Southland Environmental Services,
Inc. prior to the Company's acquisition of such company.
(7) Served as an officer and/or director of J.C. Duncan & Co., Inc. and
affiliates prior to the Company's acquisition of such companies.
(8) Served as an officer and/or director of Alamo Rent-A-Car, Inc. and
affiliates prior to the Company's acquisition of such companies.
(9) Served as an officer and/or director of Fennell Container Company, Inc.
and affiliates prior to the Company's acquisition of such companies.
(10) Served as an officer and/or director of Sunbelt Waste Services, Inc. prior
to the Company's acquisition of such company.
(11) Served as an officer and/or director of Triple C Disposal Service, Inc.
prior to the Company's acquisition of such company.
(12) Served as an officer and/or director of Meyer Waste Systems, Inc. and
affiliate prior to the Company's acquisition of such companies.
(13) Served as an officer and/or director of CarChoice, Inc. prior to the
Company's acquisition of such company.
(14) Served as an officer and/or director of A & G Disposal Service, Inc. prior
to the Company's acquisition of such company.
(15) Served as an officer and/or director of Incendere, Inc. and affiliates
prior to the Company's acquisition of such company.
(16) Served as an officer and/or director of Monarch Environmental, Inc. prior
to the Company's acquisition of such company.
(17) Served as an officer and/or director of Suburban Disposal Service, Inc.
prior to the Company's acquisition of such company.
18
<PAGE> 20
PLAN OF DISTRIBUTION
The Selling Stockholders or pledgees 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 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 232,466,603 shares of
Common Stock, and no shares of Preferred Stock, issued and outstanding as of
November 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.
19
<PAGE> 21
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 Harris Trust and Savings Bank.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Akerman, Senterfitt & Eidson, P.A. Certain attorneys employed by
Akerman, Senterfitt & Eidson, P.A. beneficially own an aggregate of
approximately 539,725 shares of Republic Common Stock as of the date hereof.
EXPERTS
The consolidated financial statements and schedule for the Company as of
December 31, 1995 and 1994 and for each of the three years in the period ended
December 31, 1995, the consolidated financial statements of AutoNation as of
December 31, 1995 and for the period from inception (September 12, 1995) to
December 31, 1995, the consolidated financial statements of Addington and
Continental as of December 31, 1995 and 1994 and for each of the three years in
the period ended December 31, 1995, the combined financial statements of HMC as
of September 30, 1994 and 1993 and for each of the three years in the period
ended September 30, 1994 and incorporated by reference in this Registration
Statement have been audited by Arthur Andersen LLP, independent certified public
accountants, to the extent and for the periods as indicated in their reports
with respect thereto. The combined financial statements of Acquired Solid Waste
Companies as of and for the year ended December 31, 1995 incorporated by
reference in this Registration Statement have been audited by Munson, Cronick &
Associates, independent certified public accountants, to the extent and for the
periods as indicated in their report with respect thereto. The combined
financial statements of Alamo Rent-A-Car, Inc. and Affiliates ("Alamo") as of
December 31, 1995 and 1994, and for each of the three years in the period ended
December 31, 1995, the consolidated financial statements of Guy Salmon USA, Ltd.
and Subsidiaries as of December 31, 1995 and 1994, and for each of the three
years in the period ended December 31, 1995, and the financial statements of
DKBERT Assoc. as of December 31, 1995 and 1994, and for each of the three years
in the period ended December 31, 1995, have been included (incorporated by
reference) herein, in reliance upon the reports of KPMG Peat Marwick LLP,
independent certified public accountants, to the extent and for the periods as
indicated in their reports with respect thereto. The financial statements and
schedule referred to above have been incorporated by reference herein in
reliance upon authority of said firms as experts in accounting and auditing in
giving said reports.
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 Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 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), July 15, 1996, September 30, 1996, November
7, 1996, November 8, 1996, and November 25, 1996 (as amended on Form 8-K/A dated
November 25, 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
20
<PAGE> 22
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., 450 EAST
LAS OLAS BOULEVARD, SUITE 1200, FT. LAUDERDALE, FLORIDA 33301, TELEPHONE: (954)
713-5200.
21
<PAGE> 23
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 . . . . . . . . . . . . . . . . . . . . $420,236.12
Printing and Engraving Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,000.00
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 25,000.00
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,000.00
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,000.00
-----------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $466,236.12
===========
</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> 24
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
- ------ -------------------
5.1* Opinion of Akerman, Senterfitt & Eidson, P.A. as to the validity
of the Shares.
23.1 Consent of Akerman, Senterfitt & Eidson, P.A. (included in
Exhibit 5.1 above).
23.2* Consent of Arthur Andersen LLP - Fort Lauderdale, Florida
23.3* Consent of Arthur Andersen LLP - Louisville, Kentucky
23.4* Consent of Arthur Andersen LLP - Chicago, Illinois
23.5* Consent of KPMG Peat Marwick LLP
23.6* Consent of Munson, Cronick & Associates
- ------------------------------
* FILED HEREWITH
II-2
<PAGE> 25
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> 26
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> 27
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 December 17, 1996.
REPUBLIC INDUSTRIES, INC.
By: /s/ H. Wayne Huizenga
-----------------------------
H. Wayne Huizenga
Chairman of the Board and
Co-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 December 17, 1996.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ H. Wayne Huizenga Chairman of the Board and
------------------------------------- Co-Chief Executive Officer
H. Wayne Huizenga (Principal Executive Officer)
/s/ Steven R. Berrard Co-Chief Executive
- -------------------------------------- Officer, President
Steven R. Berrard and Director
/s/ Michael S. Karsner Chief Financial Officer
- -------------------------------------- and Senior Vice
Michael S. Karsner President (Principal
Financial Officer)
/s/ Harris W. Hudson
------------------------------------- Vice Chairman and Director
Harris W. Hudson
/s/ Michael R. Carpenter
------------------------------------- Vice President and Controller
Michael R. Carpenter (Principal Accounting 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> 28
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
<S> <C>
5.1* Opinion of Akerman, Senterfitt & Eidson, P.A. as to the
validity of the Shares.
23.1 Consent of Akerman, Senterfitt & Eidson, P.A. (included in
Exhibit 5.1 above).
23.2* Consent of Arthur Andersen LLP - Fort Lauderdale, Florida
23.3* Consent of Arthur Andersen LLP - Louisville, Kentucky
23.4* Consent of Arthur Andersen LLP - Chicago, Illinois
23.5* Consent of KPMG Peat Marwick LLP
23.6* Consent of Munson, Cronick & Associates
</TABLE>
- ------------------
* FILED HEREWITH
<PAGE> 1
EXHIBIT 5.1
AKERMAN, SENTERFITT & EIDSON, P.A.
ATTORNEYS AT LAW
One S.E. Third Avenue
28th Floor
Miami, Florida 33131-2948
(305) 374-5600
Telecopy (305) 374-5095
December 17, 1996
Republic Industries, Inc.
450 East Las Olas Blvd., Suite 1200
Fort Lauderdale, Florida 33301
RE: REGISTRATION STATEMENT ON FORM S-3
Gentlemen:
We have acted as counsel to Republic Industries, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission of a Registration
Statement on Form S-3 (the "Registration Statement") under the Securities Act
of 1933, as amended. The Registration Statement relates to an aggregate of
43,336,850 shares of the Company's common stock, par value $0.01 per share, all
of which are issued and outstanding (the "Shares").
We have examined such corporate records, documents, instruments and
certificates of the Company and have received such representations from the
officers and directors of the Company and have reviewed such questions of law
as we have deemed necessary, relevant or appropriate to enable us to render the
opinion expressed herein. In such examination, we have assumed the genuineness
of all signatures and authenticity of all documents, instruments, records and
certificates submitted to us as originals.
Based upon such examination and review and upon the representations
made to us by the officers and directors of the Company, we are of the opinion
that the Shares have been duly and validly authorized and are validly
issued, fully paid and nonassessable.
<PAGE> 2
Securities and Exchange Commission
December 17, 1996
Page 2
The opinions expressed herein are limited to the corporate laws of the
State of Delaware and we express no opinion as to the effect on the matters
covered by any other jurisdiction.
This firm consents to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to the firm under the caption
"Legal Matters" in the prospectus which is part of the Registration
Statement.
Very truly yours,
AKERMAN, SENTERFITT & EIDSON, P.A.
<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
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. We also
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; and 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 September 30, 1996 on the supplemental consolidated financial
statements of Republic Industries, Inc. and subsidiaries included in Republic
Industries, Inc.'s Form 8-K dated September 30, 1996; and our report dated
January 26, 1996 (except with respect to the matters discussed in Note 10, as
to which the date is August 19, 1996) on the consolidated financial statements
of AutoNation Incorporated and subsidiaries and our report dated June 12, 1995
on the consolidated financial statements of CarChoice, Inc. and subsidiary,
both included in Republic Industries, Inc.'s Form 8-K dated September 30, 1996
and Form 8-K dated November 25, 1996; and our report dated December 5, 1996 on
the supplemental consolidated financial statements of Republic Industries, Inc.
and subsidiaries included in Republic Industries, Inc.'s Form 8-K dated
November 25, 1996, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN, LLP
Fort Lauderdale, Florida
December 13, 1996
<PAGE> 1
EXHIBIT 23.3
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
February 29, 1996 included in Republic Industries, Inc.'s Form 8-K dated
September 30, 1996 and Form 8-K dated November 25, 1996, and to all references
to our Firm included in this registration statement.
/s/ Arthur Andersen LLP
ARTHUR ANDERSEN LLP
Louisville, Kentucky
December 13, 1996
<PAGE> 1
EXHIBIT 23.4
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
February 20, 1996 (except with respect to the matter discussed in Note 1, as
to which the date is December 11, 1996) included in Republic Industries, Inc.'s
Form 8-K dated September 30, 1996 and Form 8-K dated November 25, 1996, and to
all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Chicago, Illinois
December 13, 1996
<PAGE> 1
EXHIBIT 23.5
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use of our reports included herein (or incorporated herein by
reference) and to the reference to our firm under the heading "Legal Matters
and Experts" in this Registration Statement on Form S-3.
/s/ KPMG PEAT MARWICK LLP
Fort Lauderdale, Florida
December 13, 1996
<PAGE> 1
EXHIBIT 23.6
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
July 18, 1996 included in Republic Industries, Inc.'s Form 8-K dated September
30, 1996 and Form 8-K dated November 25, 1996, and to all references to our
Firm included in this registration statement.
/s/ Munson, Cronick & Associates
MUNSON, CRONICK & ASSOCIATES
Fullerton, California
December 13, 1996
