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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) May 31, 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 May 31, 1996, Republic Industries, Inc. (the "Registrant") announced its
intention to acquire Addington Resources, Inc. ("Addington") in a merger
transaction (the "Merger") in which each outstanding share of the common stock
of Addington would be converted into the right to receive 0.45 (the "Exchange
Ratio") of a share of common stock, $0.01 par value ("Common Stock") of the
Registrant. It is contemplated that the Registrant will issue approximately
6,830,000 shares (the "Shares") of Common Stock in connection with the Merger,
based on the number of shares of Addington's common stock outstanding on May
31, 1995.
As previously announced, the Registrant has declared a 2-for-1 stock split (the
"Stock Split") in the form of a 100% stock dividend to the Registrant's
stockholders of record on May 28, 1996, to be distributed on June 8, 1996.
Neither the Exchange Ratio nor the Shares to be issued in the Merger reflect
the Stock Split; however, because the Merger is anticipated to close after June
8, 1996, both the Exchange Ratio and the Shares will be adjusted accordingly
prior to consummation of the Merger.
Consummation of the Merger is subject, among other things, to negotiation and
execution of a definitive agreement, completion of due diligence reviews,
approval by the Boards of Directors of each of the companies, approval by the
stockholders of Addington, receipt of fairness opinions and other customary
conditions, including receipt of regulatory approvals.
The descriptions contained herein of the Merger are qualified in their
entirety by reference to the Press Release, dated May 31, 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 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/ Richard L. Handley
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Richard L. Handley
Senior Vice President
Date: May 31, 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> <C>
1. None
2. None
4. None
16. None
17. None
21. None
23. None
24. None
27. None
99. Press Release, dated May 31, 1996.
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Exhibit 99
REPUBLIC INDUSTRIES, INC.
200 East Las Olas Boulevard
Suite 1400
Fort Lauderdale, Florida 33301
954-627-6000
954-779-3884 FAX
FOR IMMEDIATE RELEASE CONTACT: J. RONALD CASTELL
- --------------------- Republic Industries, Inc.
(954) 627-6000
HOWARD P. BERKOWITZ
Addington Resources, Inc.
(212) 664-0990
REPUBLIC INDUSTRIES, INC. TO ACQUIRE
ADDINGTON RESOURCES, INC.
Ft. Lauderdale, Florida (May 31, 1996)--Republic Industries, Inc.
(NASDAQ:RWIN) and Addington Resources, Inc. (NASDAQ:ADDR) today announced that
they had reached an agreement in principle for Republic to acquire Addington in
a merger transaction in which each outstanding share of Addington Common Stock
would be converted into the right to receive 0.45 of a share of Republic Common
Stock.
The proposed transaction, which will be accounted for on a pooling of
interests basis, is subject to customary terms and conditions, including the
negotiation and execution of a definitive agreement, completion of due
diligence, approval by the Boards of Directors of each of the companies,
approval by the stockholders of Addington, receipt of fairness opinions and
receipt of regulatory approvals.
Addington's largest stockholders, HPB Associates, L.P., and Larry,
Robert and Bruce Addington, who collectively own approximately 45% of
Addington's outstanding common stock, have agreed to vote their shares in
favor of the merger transaction, and upon execution of the definitive merger
agreement each will deliver to Republic their irrevocable proxies.
H. Wayne Huizenga, Chairman and Chief Executive Officer of Republic,
stated "We are pleased to be combining Addington's strong landfill operations
with our growing solid waste operations. In addition to Addington's
operations, we are pleased Addington's experienced management team will be
joining Republic."
Howard P. Berkowitz, Chairman of Addington, stated "We look forward to
combining our company with Republic, which not only has rapidly expanding
environmental operations of its own, but also has exciting prospects with its
proposed acquisition of AutoNation Incorporated and its growing electronic
security services business."
