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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 29, 1996
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REPUBLIC INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-9787 73-1105145
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(Commission (IRS Employer
File Number) Identification No.)
200 East Las Olas Boulevard
Suite 1400
Ft. Lauderdale, FL 33301
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (954) 627-6000
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N.A.
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS.
On March 29, 1996, Republic Industries, Inc. (the "Registrant") announced its
intention to acquire AutoNation USA ("AutoNation") in a transaction valued at
approximately $250 million. It is contemplated that the Registrant will issue
approximately 8.7 million shares of its common stock in connection with the
transaction, based on a price of $28.625 per share.
Consummation of the transaction described above is subject, among other things,
to (i) such approvals by a special committee of the Registrant's Board of
Directors as such committee shall deem to be necessary; (ii) receipt by such
committee of an opinion from its financial advisor that such transaction is
fair to all of the Registrant's stockholders from a financial point of view;
(iii) negotiation and execution of a definitive agreement and (iv) other
customary conditions, including regulatory approvals.
The descriptions contained herein of the transaction are qualified in their
entirety by reference to the Press Release, dated March 29, 1996, attached
hereto as Exhibit 99 which is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
The Exhibits to this Report are listed in the Exhibit Index set
forth elsewhere herein.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
REPUBLIC INDUSTRIES, INC.
By: /s/ Gregory K. Fairbanks
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Gregory K. Fairbanks
Executive Vice President
and Chief Financial Officer
Date: April 2, 1996
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REPUBLIC INDUSTRIES, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER AND SEQUENTIAL
DESCRIPTION OF EXHIBIT PAGE NUMBER
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<S> <C>
1. None
2. None
4 None
16. None
17. None
21. None
23. None
24. None
27. None
99. Press Release, dated March 29, 1996.
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(REPUBLIC LETTERHEAD)
FOR IMMEDIATE RELEASE CONTACT: GREGORY K. FAIRBANKS
(954) 627-6000 - REPUBLIC
STEVEN R. BERRARD
(954) 627-5100 - AUTONATION
REPUBLIC INDUSTRIES, INC. ANNOUNCES INTENTION TO ACQUIRE
AUTONATION USA
Ft. Lauderdale, Florida (March 29, 1996)--Republic Industries, Inc.
(NASDAQ:RWIN) today announced its intention to acquire AutoNation USA in a
transaction valued at approximately $250 million. The proposed transaction is
subject to the execution of a definitive agreement, final approval by the
Boards of Directors of both companies, and other customary closing conditions,
including regulatory approvals. It is contemplated that Republic will issue
approximately 8.7 million shares of its common stock in connection with the
transaction, based on a price of $28.625 per share.
Republic's Board of Directors today appointed a Special Committee
composed of disinterested outside directors to evaluate the proposed
transaction and to determine whether the proposed transaction is in the best
interests of the company and all of its stockholders. The Special Committee is
chaired by Michael G. DeGroote.
Upon closing of the transaction, it is expected that Steven R.
Berrard, Chief Executive Officer of AutoNation Incorporated, and formerly Chief
Executive Officer of Blockbuster Entertainment Group, will be named President
and Chief Operating Officer of Republic and will be appointed to Republic's
Board of Directors. Harris W. "Whit" Hudson, currently President of Republic,
is expected to be elevated to the office of Vice Chairman of Republic. Mr.
Berrard will continue to serve as CEO of AutoNation and will devote the
majority of his time to the development of AutoNation USA's Megastore concept
and related businesses; Mr. Hudson will continue to handle his present
responsibilities with respect to Republic's existing operations.
H. Wayne Huizenga, Chairman and Chief Executive Officer of Republic,
stated "We are excited by the great opportunities that will result from the
combination of AutoNation with Republic. The enormous potential of the
AutoNation concept will complement Republic's strategy of building a
diversified group of growth businesses in highly fragmented industries."
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Mr. Huizenga also commented "Steve Berrard brings a wealth of experience to
Republic's management team. He is an entrepreneur with a vision and is
uniquely qualified to work with me and the rest of our management team
in leading Republic into the future."
Mr. Berrard stated "This is a very positive move for AutoNation USA.
It allows us to execute our aggressive expansion plans while being backed by a
strong growth company with a seasoned management team. As part of Republic,
AutoNation USA will be well positioned to become a dominant player in the
automobile industry."
AutoNation USA is a privately-owned corporation developing a chain of
Megastores for the sale of reconditioned-to-be-like-new vehicles in a
customer-friendly environment. The company's "Better Way to Buy a Car" (TM)
will offer no-haggle value prices on a vast selection of cars and trucks.
Republic is a diversified services company operating in the solid waste
and electronic security services industries.
