<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [FEE REQUIRED]
For the fiscal year ended December 31, 1995
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________________ to _____________________
Commission file number 0-9787
------
A. Full title of the plan and address of the plan, if different from that of
the issuer named below:
REPUBLIC INDUSTRIES, INC. RETIREMENT SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
REPUBLIC INDUSTRIES, INC.
200 East Las Olas Blvd., Suite 1400
Fort Lauderdale, Florida 33301
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REPUBLIC INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
TOGETHER WITH REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
DECEMBER 31, 1995 AND 1994
<PAGE> 3
REPUBLIC INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
<TABLE>
<CAPTION>
Pages
-----
<S> <C>
Report of Independent Certified Public Accountants................. 1
Statement of Net Assets Available for Benefits as of
December 31, 1995 and 1994....................................... 2
Statement of Changes in Net Assets Available for Benefits for
the Year Ended December 31, 1995................................. 3
Notes to Financial Statements...................................... 4-7
Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1995.......................................... 8
Item 27d - Schedule of Reportable Transactions for the Year Ended
December 31, 1995................................................ 9
</TABLE>
<PAGE> 4
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Plan Administrator of
Republic Industries, Inc.
Retirement Savings Plan:
We have audited the accompanying statements of net assets available for
benefits of Republic Industries, Inc. Retirement Savings Plan (formerly
Republic Waste Industries, Inc. Retirement Savings Plan) as of December 31,
1995 and 1994, and the related statement of changes in net assets available
for benefits for the year ended December 31, 1995. These financial statements
and the schedules referred to below are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements and schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by the management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1995 and 1994, and the changes in net assets available for
benefits for the year ended December 31, 1995 in conformity with
generally accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets
held for investment purposes and reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The fund information in
the statement of changes in net assets available for benefits is presented
for purposes of additional analysis rather than to present the changes in net
assets available for plan benefits of each fund. The supplemental schedules and
fund information have been subjected to the auditing procedures applied in the
audits of the basic financial statements and, in our opinion, are fairly stated
in all material respects in relation to the basic financial statements taken
as a whole.
Arthur Andersen LLP
Fort Lauderdale, Florida,
July 9, 1996.
1
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REPUBLIC INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1995 AND 1994
<TABLE>
<CAPTION>
1995 1994
---- ----
<S> <C> <C>
ASSETS:
Investments, at fair market value:
Mutual Funds:
CMA Money Fund....................................................... $ 400 $ 323
Merrill Lynch Retirement Preservation Trust.......................... 146,633 129,826
Merrill Lynch Growth Fund............................................ 231,885 171,329
Merrill Lynch Global Allocation Fund................................. 205,814 167,726
Merrill Lynch Capital Fund........................................... 157,191 112,170
-------- --------
Total Mutual Funds................................................. 741,923 581,374
Republic Industries, Inc. Common Stock............................... 45,409 --
-------- --------
Total Investments.................................................. 787,332 581,374
Employee Contributions Receivable.................................... 171,588 48,321
-------- --------
Total Assets....................................................... 958,920 629,695
LIABILITIES:
Payable to participants.............................................. 50,404 17,361
-------- --------
NET ASSETS AVAILABLE FOR BENEFITS.................................... $908,516 $612,334
======== ========
</TABLE>
The accompanying notes to financial statements are an integral part
of these statements.
2
<PAGE> 6
REPUBLIC INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Merrill Lynch Merrill Lynch
Retirement Global
CMA Money Preservation Merrill Lynch Allocation
Fund Trust Growth Fund Fund
-------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
NET ASSETS AVAILABLE
FOR BENEFITS DECEMBER 31, 1994.......................... $ 323 $129,826 $171,329 $167,726
Additions:
Employee Contributions.................................. -- 96,215 112,507 100,645
Employee Rollover Contributions......................... -- 2,639 19,991 14,400
----- -------- -------- --------
Total Contributions................................... -- 98,854 132,498 115,045
Dividend Income......................................... 505 7,595 19,401 15,013
Net Appreciation in Fair Value of Investments........... -- -- 34,686 22,030
----- -------- -------- --------
Subtotal.............................................. 505 7,595 54,087 37,043
Total Additions....................................... 505 106,449 186,585 152,088
Distributions:
Participant Distributions.............................. -- (21,996) (43,840) (33,864)
Distribution for Spin-off of Republic
Environmental Systems, Inc. (see Note 7).............. (1) (64,319) (84,678) (93,807)
----- -------- -------- --------
Total Distributions................................... (1) (86,315) (128,518) (127,671)
Interfund Transfers, Net................................ (427) (3,327) 2,489 13,671
----- -------- -------- --------
NET ASSETS AVAILABLE
FOR BENEFITS DECEMBER 31, 1995.......................... $ 400 $146,633 $231,885 $205,814
===== ======== ======== ========
</TABLE>
<TABLE>
<CAPTION>
Merrill Lynch Republic Other
Capital Industries, Inc. Receivable
Fund Common Stock (Payable), Net Total
------------ ---------------- ------------ ------
<S> <C> <C> <C> <C>
NET ASSETS AVAILABLE
FOR BENEFITS DECEMBER 31, 1994.......................... $112,170 $ -- $ 30,960 $ 612,334
Additions:
Employee Contributions.................................. 84,266 17,921 123,267 534,821
Employee Rollover Contributions......................... 11,393 11,176 -- 59,599
-------- ------- -------- ---------
Total Contributions................................... 95,659 29,097 123,267 594,420
Dividend Income......................................... 14,782 -- -- 57,296
Net Appreciation in Fair Value of Investments........... 19,191 17,747 -- 93,654
-------- ------- -------- ---------
Subtotal.............................................. 33,973 17,747 -- 150,950
Total Additions....................................... 129,632 46,844 123,267 745,370
Distributions:
Participant Distributions............................... (16,238) (1,435) (33,043) (150,416)
Distribution for Spin-off of Republic
Environmental Systems, Inc. (see Note 7)............... (55,967) -- -- (298,772)
-------- ------- -------- ---------
Total Distributions.................................... (72,205) (1,435) (33,043) (449,188)
Interfund Transfers, Net................................ (12,406) -- -- --
-------- ------- -------- ---------
NET ASSETS AVAILABLE
FOR BENEFITS DECEMBER 31, 1995.......................... $157,191 $45,409 $121,184 $ 908,516
======== ======= ======== =========
</TABLE>
The accompanying notes to financial statements are an
integral part of this statement.
3
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REPUBLIC INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1995 AND 1994
(1) DESCRIPTION OF PLAN:
(a) General
The following description of the Republic Industries, Inc. Retirement Savings
Plan (the "Plan") is provided for general information purposes only.
Participants should refer to the Plan document for a more complete description
of the Plan.
The Plan was established effective January 1, 1994 to provide benefits to all
eligible employees of Republic Industries, Inc. (the "Company"). The Plan, as
amended, is a defined contribution plan commonly known as an Internal Revenue
Code ("IRC") section 401(k) profit sharing plan and is subject to the Employee
Retirement Income Security Act of 1974 ("ERISA"), as amended. The Company is
the designated administrator of the Plan.
Although it has expressed no intention to do so, the Company retains the right,
if necessary, to terminate the Plan. In the event of Plan termination, all
amounts credited to participants' accounts become fully vested subject to the
requirements of ERISA. The Company also retains the right to amend the Plan.
Amendments subsequent to December 31, 1995 are reflected within these notes to
the financial statements.
(b) Eligibility
For all Company employees hired before February 29, 1996, the Plan is available
to employees not covered by a collective bargaining agreement, who have
completed two months of service and have reached age 18. Enrollment provisions
allow for one of four entry dates throughout the year, as defined under the
Plan.
Effective March 1, 1996, the Plan was amended to increase the service
requirement to 1,000 hours of service within a consecutive twelve month period
to be eligible for participation. Additionally, enrollment provisions were
amended to allow for monthly entry dates by all eligible employees regardless
of date of hire. The amendment also included a provision to allow employees of
certain subsidiaries of the Company to be eligible for participation in the
Plan under these amended requirements.
(c) Contributions and Funding Policy
Under the provisions of the Plan, participants may direct the Company to defer
a portion of their compensation to the Plan, subject to a maximum of 15% of
eligible compensation, as defined. Amounts contributed by participants are
fully vested when made. In 1995 each eligible participant could contribute up
to $9,240, subject to applicable IRC limitations. The Plan allows for rollovers
of vested contributions from previous employer's qualified plans.
Each year, the Company, at its option, may make a discretionary contribution to
the Plan. In order to be entitled to an allocation of the Company's
discretionary contribution, participants must be employed on the last day of
the Plan year with 1,000 hours of service, as defined under the Plan.
4
<PAGE> 8
Effective March 1, 1996, the Plan was amended to also allow for a discretionary
matching contribution up to 100% of the first 6% of a participant's
contribution.
Participants vest in the Company's discretionary contribution in accordance
with the following schedule as of December 31, 1995:
<TABLE>
<CAPTION>
Years of Service Interest
---------------- --------
<S> <C>
Less than 1.................................. 0%
1............................................ 34%
2............................................ 67%
3 or more.................................... 100%
</TABLE>
Effective March 1, 1996, the vesting provisions were amended to provide for
the following vesting schedule for participants who became eligible after
February 29, 1996:
<TABLE>
<CAPTION>
Years of Service Interest
---------------- --------
<S> <C>
Less than 2.................................. 0%
2............................................ 20%
3............................................ 40%
4............................................ 60%
5............................................ 80%
6 or more.................................... 100%
</TABLE>
Additionally, allocated amounts become fully vested upon normal retirement age,
as defined, death or termination of employment as a result of a total or
permanent disability. Nonvested amounts forfeited upon any participant's
withdrawal are used to offset any Company discretionary contributions.
The Company did not make contributions to the Plan and there were no
forfeitures during 1995. Forfeitures are used to reduce future employer
contributions to the Plan.
(d) Investments
The Company has entered into an agreement whereby Merrill Lynch Trust Company
("the Trustee") has been appointed the Trustee of the Plan's assets. Under the
terms of the agreement, the Trustee holds and invests the funds of the Plan
subject to the direction of a designated investment committee.
The Plan provides five distinct investment alternatives for participants.
Participants have the option of directing their accounts quarterly, in
increments of 5%, to the following investment options:
Merrill Lynch Retirement Preservation Trust Fund -- A mutual fund in
which amounts are invested in U.S. Government Agency Securities and
Guaranteed Investment Contracts.
Merrill Lynch Growth Fund -- A mutual fund in which amounts are
invested primarily in common stocks which are believed to be
undervalued by the fund's manager and therefore have growth potential.
Merrill Lynch Global Allocation Fund -- A mutual fund in which amounts
are invested in a portfolio comprised of U.S. and foreign securities.
Merrill Lynch Capital Fund -- A mutual fund seeking current income and
capital growth through investments in equity, debt and convertible
securities.
Republic Industries, Inc. Common Stock -- Effective July 1, 1995, the
Plan was amended to add the Company's Common Stock as an investment
alternative. In 1995, participants could elect to invest up to 25%
of their total contributions in the Company's Common Stock. In 1996, the
Plan was amended to allow up to 50% of a participant's total
contribution to be invested in the Company's Common Stock.
The CMA Money Fund is a short-term investment vehicle utilized by the Trustee
to invest cash on a temporary basis.
5
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(2) SIGNIFICANT ACCOUNTING POLICIES:
(a) Basis of Accounting
The accompanying financial statements are prepared under the accrual method of
accounting.
(b) Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Purchases and sales of
investments are recorded on a trade-date basis.
(c) Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
(3) BENEFIT DISTRIBUTIONS
Amounts allocated to withdrawing participants for benefit claims that have been
processed and approved for payment but have not yet been paid totaled $51,645
at December 31, 1995. Such amounts are included in net assets available for
benefits at December 31, 1995 in accordance with AICPA guidelines. However, the
Plan's Form 5500 reflects such amounts as a liability of the Plan in accordance
with IRC guidelines.
(4) PARTY-IN-INTEREST TRANSACTIONS
Plan investments are shares of mutual funds managed by Merrill Lynch Asset
Management Company, an affiliate of the Trustee. Therefore, these investments
represent a party-in-interest to the Plan. The Company pays all fees and
expenses of the Plan, which primarily consist of legal, accounting and other
administrative services and totaled $61,922 in 1995.
(5) PLAN LIABILITIES
The Plan has recorded a liability for distributions of excess contributions
made during the Plan year. Such participants will be refunded, or transferred
to a supplemental, Company-sponsored, Non-Qualified Retirement Savings Plan.
The total refunded or transferred amounts of $50,404 and $17,361 are reflected
as liabilities of the Plan as of December 31, 1995 and 1994, respectively.
(6) INCOME TAX STATUS
The Internal Revenue Service has determined, and informed the Company by a
letter dated July 18, 1995, that the Plan and related trust are designed in
accordance with applicable sections of the IRC. The Plan has been amended since
receiving this determination letter. However, the Plan administrator believes
that the Plan is designed and is currently being operated in compliance with
the applicable requirements of the IRC.
6
<PAGE> 10
(7) SPIN-OFF OF REPUBLIC ENVIRONMENTAL SYSTEMS, INC.
On April 26, 1995, the Company spun-off a wholly-owned subsidiary, Republic
Environmental Systems, Inc. ("RESI"). In connection with the spin-off, 129 RESI
employees, who were participants of the Plan, terminated active participation
in the Plan. Related balances for these employees were as follows, and were
transferred to a newly created, unrelated Plan operated by RESI:
<TABLE>
<S> <C>
CMA Money Fund $ 1
Merrill Lynch Retirement Preservation Trust 64,319
Merrill Lynch Growth Fund 84,678
Merrill Lynch Global Allocation Fund 93,807
Merrill Lynch Capital Fund 55,967
--------
Total $298,772
========
</TABLE>
These amounts are reflected separately as distributions in the accompanying
statement of changes in net assets available for benefits.
This spin-off transaction represents a partial termination of the Plan under
the requirements of ERISA. As there were no Company contributions since
the inception of the Plan, the partial termination has no impact on the
accompanying financial statements or on the value of participants' accounts
held by both of the Plans at the date of the transaction.
7
<PAGE> 11
Schedule I
E.I.N.: 75-1105145
Plan #: 001
REPUBLIC INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
ITEM 27A-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1995
<TABLE>
<CAPTION>
DESCRIPTION SHARES COST MARKET
----------- ------ ---- ------
<S> <C> <C> <C>
CMA Money Fund*............... 400 $ 400 $ 400
Merrill Lynch Retirement
Preservation Trust*.......... 146,633 146,633 146,633
Merrill Lynch Growth Fund*.... 11,364 213,174 231,885
Merrill Lynch Global
Allocation Fund*............. 14,990 198,005 205,814
Merrill Lynch Capital Fund*... 5,233 146,794 157,191
Republic Industries, Inc.
Common Stock*................ 1,257 28,005 45,409
-------- --------
Total.................. $733,011 $787,332
======== ========
</TABLE>
* Represents a party-in-interest to the Plan.
8
<PAGE> 12
Schedule II
E.I.N.: 75-1105145
Plan #: 001
REPUBLIC INDUSTRIES, INC.
RETIREMENT SAVINGS PLAN
ITEM 27d-SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1995
<TABLE>
<CAPTION>
Purchase Selling Asset Net
Investment Description Shares Transactions Price Price Cost Gain
- ---------------------- ------ ------------ -------- ------- ----- ----
<S> <C> <C> <C> <C> <C> <C>
Purchases:
CMA Money Fund*................ 510,578 49 $510,578 N/A $510,578 N/A
Merrill Lynch Retirement
Preservation Trust*.......... 104,409 270 $104,409 N/A $104,409 N/A
Merrill Lynch Growth Fund*..... 8,797 21 $170,881 N/A $170,881 N/A
Merrill Lynch Global
Allocation Fund*............. 12,492 20 $163,650 N/A $163,650 N/A
Merrill Lynch Capital Fund*.... 3,453 22 $ 98,643 N/A $ 98,643 N/A
Sales:
CMA Money Fund*................ 510,503 40 N/A $510,503 $510,503 $ 0
Merrill Lynch Retirement
Preservation Trust*.......... 32,630 10 N/A $ 32,630 $ 32,630 $ 0
Merrill Lynch Growth Fund*..... 2,778 12 N/A $ 57,450 $ 49,853 $7,597
Merrill Lynch Global
Allocation Fund*............. 3,606 12 N/A $ 48,121 $ 46,925 $1,196
Merrill Lynch Capital Fund*.... 807 11 N/A $ 23,122 $ 22,036 $1,086
</TABLE>
Notes:
* Represents a party-in-interest to the Plan.
(1) Transactions included herein represent transactions, or a series of
transactions, in securities of the same issue, or with respect to the same
issuer, of 5% of the quoted market value of Plan assets at the beginning
of the Plan year.
(2) This schedule incorporates all disclosures required by the Department of
Labor for assets purchased and sold within the Plan year.
9
<PAGE> 13
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Republic Industries, Inc.
Retirement Savings Plan
-----------------------------------
(Name of Plan)
Date: July 12, 1996 By: /s/ Courtland D. Peddy
------------------- -------------------------------
Courtland D. Peddy
Title: Plan Administrator
