REPUBLIC INDUSTRIES INC
424B3, 1996-06-11
REFUSE SYSTEMS
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<PAGE>   1
 
                                                                  Rule 424(b)(3)
                                                               File No. 33-63209
                                                       Republic Industries, Inc.
 
                       SUPPLEMENT DATED JANUARY 30, 1996
                      TO PROSPECTUS DATED OCTOBER 11, 1995
 
     On January 29, 1996, the Company announced unaudited condensed consolidated
results of operations for the year ended December 31, 1995. These results of
operations, which are shown on the reverse side of this supplement with
comparative figures for the year ended December 31, 1994, reflect, in the
opinion of the Company, all material adjustments necessary to present fairly the
results of operations for the years ended December 31, 1995 and 1994.
 
     For the year ended December 31, 1995, income and income per share from
continuing operations increased 61 percent to $23,212,000 and 9 percent to 35
cents per share, respectively.
 
     The comparability of income per share from continuing operations for the
year ended December 31, 1995 to the results reported for the same period in 1994
has been affected by certain tax reserve adjustments in 1994 which significantly
reduced the reported income tax provision during the prior year periods. If
income tax expense had been provided at the same effective rates for the 1995
and 1994 periods, the increases for income and income per share from continuing
operations would have been 101 percent and 40 percent, respectively, for the
year ended December 31, 1995.
 
     Company revenue for the year ended December 31, 1995 was $260,315,000, an
increase of 39 percent over the $187,111,000 reported for 1994. The Company's
operating results for the prior year period have been restated to reflect a
series of mergers which were accounted for under the pooling-of-interests method
of accounting. If the Company's revenue for the current year periods was
compared to the revenue originally reported in the prior year, revenue would
have increased over 400 percent for the year ended December 31, 1995.
 
     On December 19, 1995, the Company obtained a $250 million revolving credit
facility from certain banks, which presently has no outstanding borrowings.
 
     On November 27, 1995, George D. Johnson, Jr. was elected to the Board of
Directors. Mr. Johnson presently is Chief Executive Officer and a director of
Extended Stay America, Inc., a hotel lodging chain. From 1987 until 1995, Mr.
Johnson served in various executive positions with Blockbuster and a Blockbuster
franchisee.
 
     Since October 11, 1995, the Company has issued 749,353 shares of Common
Stock covered by this Prospectus in several acquisitions of solid waste
collection, disposal and recycling businesses, electronic security services
businesses, and other businesses.
<PAGE>   2
 
                           REPUBLIC INDUSTRIES, INC.
            UNAUDITED CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                     (IN THOUSANDS, EXCEPT PER SHARE DATA)
 
<TABLE>
<CAPTION>
                                                                         TWELVE MONTHS ENDED
                                                                            DECEMBER 31,
                                                                       -----------------------
                                                                         1995         1994(A)
                                                                       --------       --------
<S>                                                                    <C>            <C>
Revenue..............................................................  $260,315       $187,111
Expenses:
  Cost of operations.................................................   169,559        123,877
Selling, general and administrative..................................    54,133         41,730
                                                                       --------       --------
Operating Income.....................................................    36,623         21,504
Other income (expense), net..........................................        61         (3,233)
                                                                       --------       --------
Income from continuing operations before income taxes................    36,684         18,271
Income tax provision.................................................    13,472          3,839
                                                                       --------       --------
Income from continuing operations....................................    23,212         14,432
Income (loss) from discontinued operations...........................      (293)         2,684
                                                                       --------       --------
Net Income...........................................................  $ 22,919       $ 17,116
                                                                       ========       ========
Primary earnings per common and common equivalent share:
  Income from continuing operations..................................  $   0.37       $   0.32
  Income from discontinued operations................................        --           0.06
                                                                       --------       --------
  Net Income.........................................................  $   0.37       $   0.38
                                                                       ========       ========
Weighted average common and common equivalent shares.................    62,357         45,545
                                                                       ========       ========
Fully diluted earnings per common and common equivalent share:
  Income from continuing operations..................................  $   0.35       $   0.32
  Income from discontinued operations................................        --           0.06
                                                                       --------       --------
  Net Income.........................................................  $   0.35       $   0.38
                                                                       ========       ========
Weighted average common and common equivalent shares.................    65,785         45,545
                                                                       ========       ========
</TABLE>
 
- ---------------
 
(a) Operating results for the twelve month period ended December 31, 1994 have
    been restated to reflect the Company's mergers with Kertz Security Systems,
    Inc., United Waste Service, Inc., Southland Environmental Services, Inc.,
    J.C. Duncan Companies, Inc., Garbage Disposal Service, Inc., Fennell
    Container Company, Inc. and Scott Security Systems, all of which are
    business combinations accounted for under the pooling of interests method of
    accounting.


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