REPUBLIC INDUSTRIES INC, DEF 14A, 1996-04-22

REPUBLIC INDUSTRIES INC
DEF 14A, 1996-04-22
REFUSE SYSTEMS

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<PAGE> 1

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant /X/

Filed by a Party other than the Registrant / /

Check the appropriate box:

<TABLE>
<S> <C>
/ / Preliminary Proxy Statement / / Confidential, for Use of the Commission
Only (as permitted by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to sec.240.14a-11(c) or sec.240.14a-12
</TABLE>

Republic Industries, Inc.

- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

/ / $125 per Exchange Act Rules 0-11(c)(1)(ii), or 14a-6(i)(1), or 14a-6(i)(2)
or Item 22(a)(2) of Schedule 14A.

/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).

/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.

(1) Title of each class of securities to which transaction applies:

(2) Aggregate number of securities to which transaction applies:

(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):

(4) Proposed maximum aggregate value of transaction:

(5) Total fee paid:

/X/ Fee paid previously with preliminary materials.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

(2) Form, Schedule or Registration Statement No.:

(3) Filing Party:

(4) Date Filed:
<PAGE> 2

[REPUBLIC INDUSTRIES, INC. LOGO]

April 19, 1996

Dear Stockholder:

We invite you to attend the 1996 Annual Meeting of Stockholders of Republic
Industries, Inc. to be held at 10:30 a.m. on Friday, May 10, 1996, at the Parker
Playhouse, 707 N.E. 8th Street, Fort Lauderdale, Florida 33304. The matters to
be considered at the meeting are described in the formal notice and proxy
statement on the following pages.

Whether or not you plan to attend in person, it is important that your
shares be represented at the Annual Meeting. Please date and sign your proxy
card and return it in the enclosed envelope as soon as possible.

Very truly yours,

REPUBLIC INDUSTRIES, INC.

/s/ H. Wayne Huizenga

H. Wayne Huizenga, Chairman of the
Board and Chief Executive Officer

Enclosures
<PAGE> 3

[REPUBLIC INDUSTRIES, INC. LOGO]

200 EAST LAS OLAS BLVD., SUITE 1400
FORT LAUDERDALE, FLORIDA 33301

NOTICE OF THE 1996 ANNUAL MEETING OF STOCKHOLDERS

TO THE STOCKHOLDERS OF REPUBLIC INDUSTRIES, INC.:

The 1996 Annual Meeting of Stockholders (the "Annual Meeting") of Republic
Industries, Inc. ("Republic") will be held at 10:30 a.m. on Friday, May 10,
1996, at the Parker Playhouse, 707 N.E. 8th Street, Fort Lauderdale, Florida
33304, for the following purposes:

(1) To elect directors to a term of office expiring at the 1997 Annual
Meeting of Stockholders or until a successor of each has been duly
elected and qualified;

(2) To consider and vote upon a proposed amendment to Republic's First
Amended and Restated Certificate of Incorporation, as amended, to
increase the number of authorized shares of common stock of Republic
from 350,000,000 shares to 500,000,000 shares;

(3) To consider and vote upon a proposed amendment to Republic's 1995
Employee Stock Option Plan to increase the number of shares of common
stock of Republic eligible for issuance thereunder from 4,000,000
shares to 10,000,000 shares;

(4) To ratify, confirm and approve previously granted Executive Warrants,
to ensure that Republic obtains certain favorable tax deductions
associated with the exercise of such Warrants;

(5) To ratify the appointment of Arthur Andersen LLP as Republic's
independent public accountants for 1996; and

(6) To transact such other business as may properly come before the Annual
Meeting or any adjournment thereof.

Stockholders of record at the close of business on April 5, 1996 are
entitled to notice of and to vote at the Annual Meeting or any adjournment
thereof.

You are cordially invited to attend the Annual Meeting in person. Even if
you plan to attend in person, you are requested to date, sign and return the
enclosed proxy at your earliest convenience. You may revoke your proxy at any
time prior to exercise.

By Order of the Board of Directors

/s/ Courtland D. Peddy

Courtland D. Peddy, Secretary
Fort Lauderdale, Florida

April 19, 1996

YOU ARE URGED TO MARK, SIGN AND DATE THE ENCLOSED PROXY AND RETURN IT IN THE
ACCOMPANYING ENVELOPE AS SOON AS POSSIBLE. THE PROXY IS REVOCABLE AT ANY TIME
PRIOR TO ITS USE.

<PAGE> 4

REPUBLIC INDUSTRIES, INC.
200 EAST LAS OLAS BLVD., SUITE 1400
FORT LAUDERDALE, FLORIDA 33301

PROXY STATEMENT

This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Republic Industries, Inc., a Delaware
corporation ("Republic"), for use at the 1996 Annual Meeting of Stockholders
(the "Annual Meeting") of Republic to be held at 10:30 a.m. on Friday, May 10,
1996, at the Parker Playhouse, 707 N.E. 8th Street, Fort Lauderdale, Florida
33304, and any postponement or adjournment thereof. Proxies properly executed
and returned in a timely manner will be voted at the Annual Meeting in
accordance with the directions noted thereon. If no direction is indicated, they
will be voted for the election as directors of the nominees named herein, for
the proposals set forth on the Notice of Annual Meeting, and in accordance with
the judgment of the persons acting under the proxies on other matters presented
for a vote. Any stockholder giving a proxy has the power to revoke it at any
time before it is voted, either in person at the meeting, by written notice to
the Secretary of Republic or by delivery of a later-dated proxy.

Republic's executive offices are located at 200 East Las Olas Boulevard,
Suite 1400, Fort Lauderdale, Florida 33301 (telephone 954-627-6000). Proxy
materials will be mailed to stockholders on or about April 24, 1996.

SHARES OUTSTANDING AND VOTING RIGHTS

Only stockholders of record at the close of business on April 5, 1996, are
entitled to vote at the Annual Meeting. The only voting stock of Republic
outstanding is its Common Stock, $.01 par value per share (the "Common Stock"),
of which 83,224,706 shares were outstanding of record as of the close of
business on April 5, 1996. Each share of Common Stock issued and outstanding is
entitled to one vote.

Votes cast by proxy or in person at the Annual Meeting will be tabulated by
the election inspectors appointed for the meeting and will determine whether of
not a quorum is present. A proxy submitted by a stockholder may indicate that
all or a portion of the shares represented by such proxy are not being voted by
such stockholder with respect to a particular matter. This could occur, for
example, when a broker is not permitted to vote shares held in street name on
certain matters in the absence of instructions from the beneficial owner of the
shares. The shares subject to any such proxy which are not being voted with
respect to a particular matter will not be considered shares present and
entitled to vote on such matter, although such shares may be considered present
and entitled to vote for other purposes and will count for purposes of
determining the presence of a quorum. (Shares voted to abstain as to a
particular matter, and directions to "withhold authority" to vote for directors,
will not be considered non-voted shares.)

Directors will be elected by a plurality of the votes of the shares present
or represented by proxy at the meeting and entitled to vote on the election of
directors. The affirmative vote of the holders of a majority of the total shares
of Common Stock present at the Annual Meeting, in person or by proxy, and
entitled to vote at the Annual Meeting, is required for the approval of each
other matter brought to a vote at the Annual Meeting, except that the
affirmative vote of the holders of a majority of the shares of Common Stock
outstanding and entitled to vote as of the Record Date is required to approve
the proposed amendment to the Certificate of Incorporation. Abstentions from
voting on any of the proposals brought to a vote at the Annual Meeting will be
treated as votes against the particular proposal.

BIOGRAPHICAL INFORMATION REGARDING MANAGEMENT

Set forth below is biographical information for each of Republic's
executive officers who is not a nominee for director. Biographical information
relating to nominees for director appears below under "Proposal 1 -- Election of
Directors."

<PAGE> 5

GREGORY K. FAIRBANKS, age 42, has served as an Executive Vice President and
the Chief Financial Officer of Republic since August 3, 1995. From May 21, 1995
until August 3, 1995, Mr. Fairbanks served as a consultant to Republic. Mr.
Fairbanks served as Senior Vice President and the Chief Financial Officer of
Blockbuster Entertainment Corporation ("Blockbuster") from June 1992 through
September 1994. From September 1994 to May 21, 1995 Mr. Fairbanks was a
consultant to Blockbuster Entertainment Group, a division of Viacom Inc.
("Viacom"). He also served as the Treasurer of Blockbuster from March 1993 until
September 1994. From October 1980 until he joined Blockbuster in June 1992, Mr.
Fairbanks served in a number of finance related capacities for Waste Management
International, plc., the latest as Chief Financial Officer (from 1987 through
1992) and Executive Vice President (from 1991 through 1992). Prior to October
1980, Mr. Fairbanks was employed by Arthur Andersen & Co., an international
public accounting firm, for approximately four years.

DONALD E. KOOGLER, age 46, has served as an Executive Vice President and
the Chief Operating Officer of Republic since May 1991. From May 1991 until
August 3, 1995, Mr. Koogler also served as a Director of Republic. In September
1990, Mr. Koogler founded K & K Investment and Consulting Services and served as
its President until May 1991. Mr. Koogler joined Laidlaw Inc. ("Laidlaw") as a
Vice President in 1985 and became an Executive Vice President in October 1987.
Mr. Koogler also served as a Vice President of Waste Management from 1980 until
1985. Mr. Koogler has been employed in the solid waste industry for over 25
years, in various executive positions.

J. RONALD CASTELL, age 58, joined Republic as Vice President on August 3,
1995, and was promoted to Senior Vice President on October 2, 1995. From
September 1994 until joining Republic, he served as a consultant to Viacom.
Prior to that, Mr. Castell was Senior Vice President of Programming and
Communications for Blockbuster from August 1991 until September 1994 and was
Senior Vice President of Programming and Merchandising from February 1989 until
August 1991. From October 1985 to February 1989, he was Vice President of
Marketing and Merchandising at Erol's, then a chain of two hundred video stores
headquartered in the Washington, D.C. area.

ROBERT A. GUERIN, age 52, became Senior Vice President of Republic on
August 3, 1995. From September 1994 until joining Republic, he served as a
consultant to Viacom. Prior to that, Mr. Guerin was Senior Vice President of
Domestic franchising for Blockbuster from January 1992 until September 1994, was
Senior Vice President of Administration and Development for Blockbuster from
October 1989 until December 1991, and was a Vice President of Blockbuster from
March 1988 until October 1989. From March 1986 to March 1988, Mr. Guerin served
as Vice President and Region Manager of Waste Management of North America, Inc.,
where he was responsible for operations with over 6,000 employees. From June
1982 to March 1986, he served as President of Wells Fargo Armored Service Corp.,
a transporter of currency and valuables with over 7,000 employees.

RICHARD L. HANDLEY, age 49, joined Republic on October 2, 1995 as a Senior
Vice President and the General Counsel. From June 1993 until joining Republic,
he was a principal of Randolph Management Group, Inc., a management consulting
firm specializing in the environmental industry. Prior to that, Mr. Handley was
Vice President, Secretary and General Counsel of The Brand Companies, Inc., an
environmental services company, from June 1990 until May 1993, Associate General
Counsel of Waste Management of North America, Inc. from January 1987 to June
1990, and legal counsel to Waste Management Energy Systems, Inc., a
waste-to-energy company, from September 1985 to January 1987, all of which
companies were affiliates or subsidiaries of Waste Management Inc., now known as
WMX Technologies, Inc. ("Waste Management"). Prior to September 1985, Mr.
Handley was a lawyer in private practice in Chicago, Illinois.

ROBERT J. HENNINGER, JR., age 47, has served as a Senior Vice President of
Republic since October 2, 1995. From September 1994 until joining Republic, he
served as a consultant to Viacom, and from June 1994 until September 1994, he
served as Senior Vice President and Chief Administrative Officer of Blockbuster.
Prior to July 1994, Mr. Henninger was employed by Arthur Andersen & Co., an
international public accounting firm, for 23 years, and had been Managing
Partner of the firm's Fort Lauderdale, Florida office since 1984.

2
<PAGE> 6

MEETINGS AND COMMITTEES OF THE BOARD OF DIRECTORS

Republic's Board of Directors held 10 meetings and took 13 actions by
unanimous written consent in lieu of meeting during 1995. Each director attended
at least 75% of the aggregate of the total number of meetings of the Board of
Directors and the total number of meetings held by all committees of the Board
of Directors on which he served.

The Board of Directors has established three committees: the Executive
Committee (the "Executive Committee"), the Audit Committee (the "Audit
Committee") and the Compensation Committee (the "Compensation Committee"). The
Executive Committee consisted of Messrs. DeGroote and Burdick until August 3,
1995, and since that date has consisted of Messrs. Huizenga, Hudson and
DeGroote. The Executive Committee has full authority to exercise all the powers
of the Board of Directors between meetings of the Board of Directors, except as
reserved by the Board of Directors. The Executive Committee does not have the
power to elect or remove officers, approve a merger of Republic, recommend a
sale of substantially all of Republic's assets, recommend a dissolution of
Republic, amend Republic's Certificate of Incorporation or By-laws, declare
dividends on Republic's outstanding securities, or, except as expressly
authorized by the Board of Directors, issue any Common Stock or preferred stock.
By action of the Board of Directors on August 3, 1995, the Executive Committee
has certain limited authority to approve the issuance of Common Stock in
connection with certain types of acquisitions by Republic. The Executive
Committee took six actions by unanimous written consent in lieu of meeting
during 1995.

The Audit Committee consisted of Donald E. Koogler, a former director and
current executive officer of Republic, and Messrs. Bryan and Burdick until
August 3, 1995, and since that date has consisted of Messrs. Bryan, Burdick and
DeGroote. The Audit Committee has the power to oversee the retention,
performance and compensation of the independent public accountants for Republic,
and the establishment and oversight of such systems of internal accounting and
auditing control as it deems appropriate. The Audit Committee held one meeting
in 1995.

The Compensation Committee, which was established by the Board of Directors
in February 1993, consisted of Messrs. DeGroote and Burdick until August 3,
1995, and from that date until February 12, 1996, consisted of Messrs. Melk,
DeGroote and Bryan. On February 12, 1996, Mr. DeGroote resigned from, and Mr.
Johnson was appointed to, the Compensation Committee. The Compensation Committee
reviews Republic's compensation philosophy and programs, exercises authority
with respect to the payment of salaries and incentive compensation to directors
and officers, and administers Republic's 1991 Stock Option Plan and its 1995
Employee Stock Option Plan. The Compensation Committee held one meeting and took
four actions by unanimous written consent in lieu of meeting in 1995.

EXECUTIVE COMPENSATION

COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

The following statement made by the Compensation Committee shall not be
deemed incorporated by reference into any filing under the Securities Act of
1933, as amended (the "Securities Act"), or the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), and shall not otherwise be deemed filed under
either of such acts.

The Compensation Committee is responsible for making recommendations to the
Board of Directors concerning executive compensation, including base salaries,
bonuses and awards of stock options. The Compensation Committee currently
consists of Messrs. Melk, Johnson and Bryan, each of whom is an outside director
of Republic.

In determining the compensation of Republic's executive officers, the
Compensation Committee takes into account all factors which it considers
relevant, including business conditions in general and in Republic's lines of
business during the year, Republic's performance during the year in light of
such conditions, the market compensation for executives of similar background
and experience, and the performance of the specific executive officer under
consideration and the business area of Republic for which such executive officer
is

3
<PAGE> 7

responsible. The structure of each executive compensation package is weighted
towards incentive forms of compensation so that such executive may benefit,
along with stockholders of Republic, from an increase in the market value of
Republic's Common Stock. The Compensation Committee believes that granting
warrants or options provides an additional incentive to executive officers to
continue in the service of Republic and gives them an interest similar to
stockholders in the success of Republic. Given the performance of Republic and
general market conditions in the lines of business in which Republic operates,
the compensation program for executive officers in 1995 consisted of various
options and warrants, in addition to base salaries and reimbursement of certain
costs and expenses.

To the extent readily determinable, another factor considered by the
Compensation Committee when determining compensation is the anticipated tax
treatment to Republic and to the executive officer of various payments and
benefits. For example, some types of compensation plans and their deductibility
by Republic depend upon the timing of an executive officer's vesting or exercise
of previously granted rights. Further, interpretation of, and changes in, the
tax laws and other factors beyond the Compensation Committee's control also
could affect the deductibility of compensation.

Mr. Huizenga became the Chairman and Chief Executive Officer of Republic on
August 3, 1995, replacing Mr. DeGroote. Mr. Huizenga is not paid any cash salary
or bonus. On August 3, 1995, the Compensation Committee approved a grant of
options to Mr. Huizenga under Republic's 1991 Stock Option Plan to purchase
1,000,000 shares of Common Stock exercisable at a price of $24.75 per share, and
on October 27, 1995, the Compensation Committee approved an additional grant of
options to Mr. Huizenga under the Employee Option Plan to purchase 500,000
shares of Common Stock exercisable at a price of $20.25 per share (collectively,
the "CEO Options"). In recommending these grants to the Board of Directors, the
Compensation Committee considered the services to be performed by Mr. Huizenga
as Chairman and Chief Executive Officer of Republic, his past business
accomplishments, and expected future contribution to Republic. The number of
shares subject to the CEO Options was determined to be appropriate based upon
the foregoing factors (with equal consideration given to each), in addition to
the fact that Mr. Huizenga would not be receiving any cash salary or bonus. The
CEO Options vested immediately and are presently exercisable in full.

The Compensation Committee believes that tying Mr. Huizenga's remuneration
to the performance of Republic's Common Stock will enhance the long-term
performance and stability of Republic by providing Mr. Huizenga the incentive to
bring Republic to substantial levels of profitability in future years. The
Compensation Committee believes that the grant of the CEO Options to Mr.
Huizenga is a fair compensation structure for his annual services as the Chief
Executive Officer of Republic and that the grant of such options to Mr. Huizenga
incents him to maximize shareholder value.

Compensation Committee:

John J. Melk, Chairman

J.P. Bryan
George D. Johnson, Jr.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The Compensation Committee was established by the Board of Directors in
February 1993 and Messrs. DeGroote and Burdick were appointed to the
Compensation Committee at that time. Mr. DeGroote was the Chairman of the Board,
President and Chief Executive Officer of Republic until August 3, 1995. On
August 3, 1995, the Board of Directors appointed Mr. DeGroote as its Vice
Chairman (a non-officer position), and appointed three of its non-employee
directors, Messrs. Melk, DeGroote and Bryan, to the Compensation Committee. Mr.
DeGroote resigned from, and Mr. Johnson was appointed to, the Compensation
Committee on February 12, 1996.

Mr. Burdick is the sole shareholder of a professional corporation which is
a partner in the law firm of Akin, Gump, Strauss, Hauer & Feld, L.L.P. which
renders legal services to Republic.

4
<PAGE> 8

COMPENSATION TABLES

The following tables set forth information with respect to those persons
who (i) served as the Chief Executive Officer during the year ended December 31,
1995, and (ii) were the most highly compensated executive officers of Republic
at December 31, 1995 whose total annual salary and bonus exceeded $100,000 for
the year (collectively, the "Named Officers").

SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
LONG-TERM
COMPENSATION
AWARDS
----------------
SECURITIES
UNDERLYING
WARRANTS/OPTIONS
OTHER ANNUAL TO PURCHASE ALL OTHER
NAME AND PRINCIPAL POSITION(5) YEAR SALARY BONUS COMPENSATION COMMON STOCK COMPENSATION
- ------------------------------------- ---- -------- ----- ------------ ---------------- ------------
<S> <C> <C> <C> <C> <C> <C>
H. Wayne Huizenga.................... 1995 -- -- -- 1,500,000 --
(Chairman and Chief 1994 -- -- -- -- --
Executive Officer)(1) 1993 -- -- -- -- --
Michael G. DeGroote.................. 1995 -- -- -- 50,000 --
(Former Chairman, President and 1994 -- -- -- -- --
Chief Executive Officer)(2) 1993 -- -- -- -- --
1995 $112,122 -- -- 401,010 --
Harris W. Hudson..................... 1994 -- -- -- -- --
(President)(3) 1993 -- -- -- -- --
Donald E. Koogler.................... 1995 $232,967 -- -- 178,642 --
(Executive Vice President and 1994 $235,425(4) -- -- -- --
Chief Operating Officer) 1993 $228,752 -- -- 240,000 --
</TABLE>

- ---------------

(1) Mr. Huizenga's employment with Republic began August 3, 1995, and he is not
paid any cash salary or bonus.
(2) On August 3, 1995, Mr. DeGroote resigned his position of Chairman, President
and Chief Executive Officer and was appointed as Vice Chairman of Republic.
Mr. DeGroote did not receive any cash salary or bonus as an officer of
Republic.
(3) Mr. Hudson's employment with Republic began August 3, 1995.

(4) Mr. Koogler elected to defer the receipt of 1994 compensation totaling
$235,425 until January 1, 1997.

(5) Due to mid-year hirings and resignations, no other executive officer
received more than $100,000 in compensation in 1995.

5
<PAGE> 9

OPTION/WARRANT GRANTS IN LAST FISCAL YEAR

<TABLE>
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
NUMBER OF % OF TOTAL ANNUAL RATES OF STOCK
SECURITIES OPTIONS/WARRANTS PRICE APPRECIATION
UNDERLYING GRANTED TO FOR OPTION TERM
OPTIONS/WARRANTS EMPLOYEES IN EXERCISE EXPIRATION ---------------------------
NAME GRANTED FISCAL YEAR PRICE DATE 5% 10%
- ------------------------- ---------------- ---------------- -------- ------------ ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
H. Wayne Huizenga........ 1,000,000 18.2% $24.75 August 2004 $13,640,000 $33,650,000
(Chairman and Chief 500,000 9.1% $20.25 October 2005 $ 6,365,000 $16,150,000
Executive Officer)
Michael G. DeGroote...... 50,000 0.9% $24.75 August 2005 $ 742,000 $ 1,974,500
(Former Chairman,
President and Chief
Executive Officer)
Harris W. Hudson......... 150,000 2.3% $3.875 May 2002 $ 236,627 $ 551,442
(President) 251,010 4.6% $24.75 August 2004 $ 3,423,776 $ 8,446,487
Donald E. Koogler........ 100,000 1.8% $3.875 May 2002 $ 156,000 $ 370,000
(Executive Vice
President
and Chief Operating 78,642 1.4% $24.75 August 2004 $ 1,072,677 $ 2,646,303
Officer)
</TABLE>

AGGREGATED OPTION/WARRANT EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR-END
OPTION/WARRANT VALUE

<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY
OPTIONS/WARRANTS AT OPTIONS/WARRANTS AT
SHARES DECEMBER 31, 1995 DECEMBER 31, 1995
ACQUIRED VALUE ----------------------------- -----------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- -------------------------------- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
H. Wayne Huizenga............... -- -- 1,500,000 -- $19,312,500 --
(Chairman and Chief
Executive Officer)
Michael G. DeGroote............. -- -- 850,000 200,000 $22,268,750 $ 5,425,000
MGD Holdings, Ltd. (Former
Chairman, President and
Chief Executive Officer)
Harris W. Hudson................ -- -- -- 401,010 -- $ 7,692,739
(President)
Donald E. Koogler............... -- -- 120,000 238,642 $ 3,855,000 $ 6,047,053
(Executive Vice President and
Chief Operating Officer)
</TABLE>

EXECUTIVE WARRANTS

In 1991, the Board of Directors approved the issuance of warrants to Mr.
Koogler for the purchase of shares of Common Stock at an exercise price based on
the market price of Common Stock on the date of issuance (the "Executive
Warrants") as compensation for his continued service as an officer of Republic.
Mr. Koogler was required to execute a non-competition agreement in connection
with the Executive Warrants. The Executive Warrants issued to Mr. Koogler
granted him the right to purchase 300,000 shares of Common Stock at an exercise
price of $9.00 per share. Mr. Koogler's warrants vested in increments of 20% per
year over a five year period with the first 20% (or 60,000 warrants) having
vested May 31, 1992. In May 1993, Republic canceled the unvested portion of Mr.
Koogler's Executive Warrants (or 240,000 warrants) and re-issued to Mr. Koogler
Executive Warrants to purchase 240,000 shares of Common Stock at an exercise
price of $4.00 per share. The Executive Warrants granted in 1993 to Mr. Koogler
vest in increments of 25% per year over a four year period commencing on May 31,
1993. The Executive Warrants are exercisable, with respect to each portion
vested, for a period of four years following such vesting.

6
<PAGE> 10

1994 NON-EMPLOYEE DIRECTOR WARRANTS

In May 1994, the Board of Directors of Republic approved the issuance of
warrants to purchase 50,000 shares of Common Stock at an exercise price of $2.69
per share to each of Messrs. Bryan and Burdick, each non-employee directors of
Republic, as compensation for continuing service on the Board of Directors (the
"Non-Employee Director Warrants"). The Non-Employee Director Warrants vest over
a five year period in increments of 20%, commencing on May 31, 1995, are
exercisable for a period of four years after vesting and terminate on or about
the termination of the non-employee director's service as a director of
Republic. On August 3, 1995, the Board of Directors approved an amendment to the
Non-Employee Director Warrants to accelerate the vesting of all of the
Non-Employee Director Warrants and make them immediately exercisable in full.
Such amendment to the Non-Employee Director Warrants became effective upon
approval of Republic's stockholders, which was obtained on November 28, 1995.

CONSULTING AGREEMENTS

On May 21, 1995, Republic entered into consulting agreements with Messrs.
Hudson and Fairbanks pursuant to which such individuals provided consulting
services to Republic (the "Consulting Agreements"). In connection therewith,
Republic granted each of Messrs. Hudson and Fairbanks options to purchase
150,000 and 100,000 shares of Common Stock, respectively, at an exercise price
of $3.875 per share, under Republic's 1991 Stock Option Plan. These options vest
at a rate of one-third per year over a three-year period from the date of grant.
On August 3, 1995, upon being appointed officers of Republic, the Board of
Directors terminated the Consulting Agreements and amended the stock option
grants to allow Messrs. Hudson and Fairbanks' options to continue to vest
through their tenure of service as employees of Republic.

CHIEF EXECUTIVE OFFICER OPTIONS

On August 3, 1995, the Compensation Committee of the Board of Directors
approved a grant of options under Republic's 1991 Stock Option Plan to purchase
1,000,000 shares of Common Stock exercisable at a price of $24.75 per share, and
on October 27, 1995, the Compensation Committee approved an additional grant of
options under the Employee Option Plan to purchase 500,000 shares of Common
Stock exercisable at $20.25 per share, to Mr. Huizenga for his services to be
performed as Chairman and Chief Executive Officer of Republic. The CEO Options
vested immediately and are presently exercisable in full. Mr. Huizenga will not
be paid any cash salary or bonuses for his services to Republic, given his
substantial ownership position in Republic. Accordingly, any benefit realized by
Mr. Huizenga from his compensation arrangement will be derived solely from
increases in the value of the Common Stock of Republic, giving him an additional
incentive in the success of Republic.

NON-EMPLOYEE DIRECTOR STOCK OPTIONS

On August 3, 1995, the Board of Directors approved amendments to the 1995
Non-Employee Director Stock Option Plan of Republic (the "Director Plan")
principally to provide for an automatic grant of an option to purchase 50,000
shares of Common Stock to each member of the Board of Directors who becomes or
joins the Board as a non-employee director, and to further provide an additional
automatic grant of an option to purchase 10,000 shares of Common Stock on the
first day of each fiscal year thereafter to each non-employee director
continuing to serve on the Board at such dates. All options granted under the
Director Plan, as amended, will be fully vested and immediately exercisable.
Under the Director Plan, as amended, each automatic grant of options to a
non-employee director remains exercisable for a term of ten years from the grant
date so long as such Director remains a member of the Board, and are exercisable
at a price per share equal to the market value of a share of Common Stock on
Nasdaq as of the date it was automatically granted. In accordance with the
Director Plan, as amended, on August 3, 1995, Messrs. DeGroote and Melk each
received an automatic grant of options to purchase 50,000 shares of Common Stock
at an exercise price of $24.75 per share, on November 27, 1995, Mr. Johnson
received an automatic grant of an option to purchase 50,000 shares of Common
Stock at an exercise price of $24.50 per share, and on January 2, 1996, Messrs.
Bryan, Burdick, DeGroote, Johnson and Melk each received an automatic grant of
options to purchase 10,000 shares of Common Stock at an exercise price of
$36.125 per share. The amendments to the

7
<PAGE> 11

Director Plan, and the automatic grants made thereunder to Messrs. DeGroote,
Melk and Johnson became effective upon approval of Republic's stockholders,
which was obtained on November 28, 1995.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following is a summary of certain agreements and transactions between
or among Republic and certain related parties. It is Republic's policy to enter
into transactions with related parties on terms that, on the whole, are no less
favorable than those that would be available from unaffiliated parties. Based on
Republic's experience in the waste industry and the terms of its transactions
with unaffiliated parties, it is Republic's belief that all of the transactions
described below involving Republic met that standard at the time such
transactions were effected.

MANAGEMENT AGREEMENT AND MANAGEMENT WARRANTS

In June 1991, Republic entered into a management agreement (the "Management
Agreement") with MGD Holdings Ltd. ("MGD Holdings") in which MGD Holdings
provides executive, operational and management services to Republic. Warrants
dated as of June 7, 1991, to purchase 1,150,000 shares of Common Stock were
issued by Republic to MGD Holdings at an exercise price of $9.00 per share (the
"Management Warrants") for services to be rendered pursuant to the Management
Agreement. In 1992, Management Warrants to purchase 150,000 shares of Common
Stock were assigned by MGD Holdings to a former employee of MGD Holdings who is
currently an unrelated third party. The Management Warrants vest at the rate of
20% per year over a five year period. Currently, of the Management Warrants
retained by MGD Holdings, Management Warrants to purchase 800,000 shares of
Common Stock have vested. The Management Warrants are exercisable, with respect
to each portion vested, for a period of four years following such vesting. On
March 11, 1996, MGD Holdings exercised certain of such vested Management
Warrants to purchase 200,000 shares of Common Stock. The Management Agreement
may be terminated by either party under certain circumstances. Mr. Huizenga,
Republic's Chairman and Chief Executive Officer since August 3, 1995, has the
authority to cause Republic to terminate the Management Agreement. In the event
of termination of the Management Agreement by Republic, the holder will become
vested in all remaining Management Warrants; however, in the event of
termination by MGD Holdings, the holder will forfeit all remaining unvested
Management Warrants. The Management Warrants also fully vest in the event of the
death or incapacity of Mr. DeGroote, the President and sole stockholder of MGD
Holdings, or the loss of effective control of Republic by MGD Holdings.

TRANSACTIONS AND OTHER EVENTS

Until November 1, 1995, Mr. Hudson indirectly owned 5 parcels of real
property in various locations in Florida which were leased to various
subsidiaries of Hudson Management Corporation ("HMC"), a subsidiary of Republic
since August 3, 1995. Such leases were entered into several years prior to the
August 3, 1995 acquisition of HMC by Republic. Total lease payments aggregated
approximately $27,000 per month. In October 1995, Republic commissioned
independent appraisals of each parcel. On October 27, 1995, Republic's Board of
Directors, absent Mr. Hudson, reviewed the resulting appraisal reports and
considered the alternatives available to Republic, including purchasing one or
more of the appraised parcels indirectly from Mr. Hudson at their appraised
value, continuing to lease one or more of such parcels indirectly from Mr.
Hudson or obtaining alternative parcels. Following such review, the Board of
Directors, absent Mr. Hudson, and with Mr. Huizenga abstaining, approved the
purchase of all 5 parcels for an aggregate cash purchase price of $3.295
million, less debt assumed, which was the aggregate appraised value of such
parcels.

After August 3, 1995, Republic began making payments to Huizenga Holdings,
Inc. ("Holdings"), a corporation owned by Mr. Huizenga, for the business use of
certain aircraft owned by Holdings. In 1995, Republic made payments to Holdings
totaling $417,447 for the business use of such aircraft. Also in 1995, Holdings
made payments to Republic totalling $72,270 for the business use of certain
aircraft owned by Republic. Republic believes that the terms of its use of the
aircraft are more favorable to Republic than it

8
<PAGE> 12

could have obtained from an unaffiliated party and expects to continue to use
the aircraft on such terms in the future.

On March 29, 1996, Republic announced that it had entered negotiations with
AutoNation, Inc. ("AutoNation") regarding a possible transaction in which
Republic would acquire AutoNation, a privately-owned corporation which is
developing megastores for the sale of reconditioned vehicles, for approximately
$250 million. It is contemplated that Republic would issue approximately 8.7
million shares of Common Stock in connection with the transaction. Mr. Huizenga
is Chairman of the Board of AutoNation, and Messrs. Huizenga, Hudson, Melk,
Johnson, Fairbanks, Castell, Guerin and Henninger each have an ownership
interest in AutoNation. Consummation of the transaction is subject to, among
other things: (i) such approvals as a special committee of disinterested
directors of Republic's Board of Directors 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 Republic's stockholders from a financial point of
view; (iii) negotiation and execution of a definitive agreement; (iv) approval
of a majority of Republic's stockholders at a special meeting of stockholders,
for which proxies will be solicited at a later date; and (v) other customary
conditions, including regulatory approvals.

ADDITIONAL INFORMATION

Based solely upon a review of (1) Forms 3 and 4 and amendments thereto
furnished to Republic pursuant to Rule 16a-3(e) under the Exchange Act, during
Republic's fiscal year ended December 31, 1995, (2) any Forms 5 and amendments
thereto furnished to Republic with respect to its most recent fiscal year, and
(3) any written representations referred to in subparagraph (b)(2)(i) of Item
405 of Regulation S-K, except as set forth below, no person who at any time
during the fiscal year ended December 31, 1995 was a director, officer or, to
the knowledge of Republic, a beneficial owner of more than 10% of any class of
equity securities of Republic registered pursuant to Section 12 of the Exchange
Act failed to file on a timely basis, as disclosed in Forms 3, 4 and 5, reports
required by Section 16(a) of the Exchange Act during the fiscal year ended
December 31, 1995, other than a de minimis purchase in September 1995 for an
Individual Retirement Account of Robert A. Guerin, a Senior Vice President of
Republic, which was reported on the Form 5 filed by Mr. Guerin in February 1996.

STOCKHOLDER RETURN PERFORMANCE PRESENTATION

The following performance graph compares the performance of Republic's
Common Stock to the S&P 500 Index and to the Russell 3000 Pollution Control
Group Index for the five years ended December 31, 1995. The graph assumes that
the value of the investment in Republic's Common Stock and in each index was
$100 at December 31, 1990, and that all dividends were reinvested.

9
<PAGE> 13

CUMULATIVE TOTAL RETURN
BASED ON REINVESTMENT OF $100 BEGINNING DECEMBER 31, 1990

[GRAPH]

<TABLE>
<CAPTION>
REPUBLIC IN- RUSSELL 3000
MEASUREMENT PERIOD DUSTRIES, -POLLUTION
(FISCAL YEAR COVERED) INC. S&P 500 CONTROL
<S> <C> <C> <C>
1990 100 100 100
1991 180 130 118
1992 78 140 114
1993 50 155 88
1994 59 157 86
1995 636 215 109
</TABLE>

10
<PAGE> 14

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information as of March 31, 1996,
with respect to the beneficial ownership of Common Stock by (1) each stockholder
of Republic who is known by Republic to be a beneficial owner of more than 5% of
the Common Stock outstanding, (2) each current director of Republic or former
director of Republic who served as a director during 1995, (3) each executive
officer of Republic named in the Summary Compensation Table appearing herein on
page 5, and (4) all current directors and executive officers of Republic as a
group. Share amounts and percentages shown for each entity, individual or group
in the table are adjusted to give effect to shares of Common Stock that are not
outstanding but may be acquired by a person upon exercise of all options and
warrants exercisable by such entity, individual or group within 60 days of March
31, 1996. However, such shares of Common Stock are not deemed to be outstanding
for the purpose of computing the percentage of outstanding shares beneficially
owned by any other person.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED
NAME AND ADDRESS ----------------------
OF BENEFICIAL OWNER NUMBER PERCENT
- ---------------------------------------------------------------------- ---------- -------
<S> <C> <C>
H. Wayne Huizenga(1).................................................. 14,498,720 15.6%
200 South Andrews Avenue
Fort Lauderdale, Florida 33301
MGD Holdings Ltd.(2).................................................. 10,700,000 12.8%
Victoria Hall
11 Victoria Street
P.O. Box HM 1065
Hamilton, HMEX Bermuda
Westbury (Bermuda) Ltd.(3)............................................ 4,050,000 4.7%
Victoria Hall 11 Victoria Street
P.O. Box HM 1065
Hamilton, HMEX Bermuda
Michael G. DeGroote(4)................................................ 14,810,000 17.1%
Victoria Hall
11 Victoria Street
P.O. Box HM 1065
Hamilton, HMEX Bermuda
Harris W. Hudson(5)................................................... 9,850,000 12.6%
200 East Las Olas Boulevard, Suite 1400
Fort Lauderdale, Florida 33301
Gregory K. Fairbanks(6)............................................... 334,000 *
200 East Las Olas Boulevard, Suite 1400
Fort Lauderdale, Florida 33301
Donald E. Koogler(7).................................................. 214,000 *
200 East Las Olas Boulevard, Suite 1400
Fort Lauderdale, Florida 33301
J.P. Bryan(8)......................................................... 75,000 *
401 9th Avenue, S.W.
Calgary, Alberta, Canada T2P2H7
Rick L. Burdick(9).................................................... 60,000 *
1900 Pennzoil Place -- South Tower
711 Louisiana Street
Houston, TX 77002
</TABLE>

11
<PAGE> 15

- ---------------

* Less than 1 percent
(1) The aggregate amount of Common Stock beneficially owned by Mr. Huizenga
consists of (a) 4,498,720 shares owned directly by him, (b) 500,000 shares
owned by his wife, (c) presently exercisable warrants to purchase
4,000,000, 2,000,000 and 2,000,000 shares of Common Stock at exercise
prices of $4.50, $5.50 and $7.00 per share, respectively, and (d) vested
options to purchase 1,000,000 and 500,000 shares of Common Stock at
exercise prices of $24.75 and $20.25 per share, respectively. Mr. Huizenga
disclaims beneficial ownership of the shares owned by his wife.

(2) The aggregate amount of Common Stock beneficially owned by MGD Holdings, a
Bermuda corporation controlled by Mr. DeGroote, consists of 10,100,000
shares directly owned by MGD Holdings. MGD Holdings also owns fully-vested
Management Warrants to purchase up to 600,000 shares of Common Stock at an
exercise price of $9.00 per share.

(3) The aggregate amount of Common Stock beneficially owned by Westbury
(Bermuda) Ltd., a Bermuda corporation controlled by Mr. DeGroote
("Westbury"), consists of 1,350,000 shares owned directly by it and
presently exercisable warrants to purchase 1,350,000, 675,000 and 675,000
shares of Common Stock at exercise prices of $4.50, $5.50 and $7.00 per
share, respectively.
(4) The aggregate amount of Common Stock beneficially owned by Mr. DeGroote
consists of the shares beneficially owned by MGD Holdings and Westbury, and
vested options to purchase 50,000 and 10,000 shares of Common Stock at
exercise prices of $24.75 and $36.125 per share, respectively. Mr. DeGroote
is the sole stockholder, the President and a director of MGD Holdings and
Westbury.

(5) The aggregate amount of Common Stock beneficially owned by Mr. Hudson
consists of 8,600,000 shares owned directly by him, presently exercisable
warrants to purchase 600,000, 300,000 and 300,000 shares of Common Stock at
exercise prices of $4.50, $5.50 and $7.00 per share, respectively, and
options exercisable within 60 days of March 31, 1996, to purchase 50,000
shares of Common Stock at an exercise price of $3.875 per share.

(6) The aggregate amount of Common Stock beneficially owned by Mr. Fairbanks
consists of 100,000 shares owned by Mr. Fairbanks and his wife as tenants
by the entireties, 200,000 owned by Mr. Fairbanks individually and options
exercisable within 60 days of March 31, 1996 to purchase 34,000 shares of
Common Stock at an exercise price of $3.875 per share.

(7) The aggregate amount of Common Stock beneficially owned by Mr. Koogler
consists of presently exercisable Executive Warrants to purchase 120,000
shares of Common Stock at an exercise price of $4.00 per share, Executive
Warrants exercisable within 60 days of March 31, 1996 to purchase 60,000
shares of Common Stock at an exercise price of $4.00 per share and options
exercisable within 60 days of March 31, 1996 to purchase 34,000 shares of
Common Stock at an exercise price of $3.875 per share.

(8) The aggregate amount of Common Stock beneficially owned by Mr. Bryan
consists of presently exercisable warrants to purchase 40,000 shares of
Common Stock at an exercise price of $2.69 per share and vested options to
purchase 10,000 and 25,000 shares of Common Stock at exercise prices of
$36.125 and $10.25 per share, respectively.

(9) The aggregate amount of Common Stock beneficially owned by Mr. Burdick
consists of presently exercisable warrants to purchase 50,000 shares of
Common Stock at an exercise price of $2.69 per share, and vested options to
purchase 10,000 shares of Common Stock at an exercise price of $36.125 per
share.

12
<PAGE> 16

(10) The aggregate amount of Common Stock beneficially owned by Mr. Melk
consists of (a) 800,001 shares owned by JJM Republic Limited Partnership,
of which Mr. Melk is the general partner and his three adult children are
limited partners, (b) 799,999 shares owned by JLM Republic Limited
Partnership, of which Mr. Melk's wife is the general partner and his three
adult children are limited partners, (c) vested warrants to purchase
100,000, 50,000 and 50,000 shares of Common Stock at exercise prices of
$4.50, $5.50 and $7.00 per share, respectively, (d) vested options to
purchase 50,000 and 10,000 shares of Common Stock at exercise prices of
$24.75 and $36.125 per share, respectively, and (e) 60,000 shares owned by
his wife. Mr. Melk disclaims beneficial ownership of the 799,999 shares
owned by JLM Republic Limited Partnership and of the 60,000 shares owned by
his wife.

(11) The aggregate amount of Common Stock beneficially owned by Mr. Johnson
consists of (a) 200,000 shares of Common Stock owned directly by him, (b)
presently exercisable warrants to purchase 100,000, 50,000 and 50,000
shares of Common Stock at exercise prices of $4.50, $5.50 and $7.00 per
share, respectively, and (c) vested options to purchase 50,000 and 10,000
shares of Common Stock at exercise prices of $24.50 and $36.125 per share,
respectively.

CHANGE OF CONTROL

At the beginning of Republic's last fiscal year, Mr. DeGroote, then
Republic's Chairman, President and Chief Executive Officer, directly and
indirectly beneficially owned approximately 44% of the then outstanding Common
Stock. On August 3, 1995, Messrs. Huizenga, Hudson, DeGroote (through Westbury),
and Melk, acquired direct and indirect beneficial ownership of a controlling
percentage of the outstanding Common Stock through various transactions which
were approved by Republic's stockholders at a special meeting of stockholders
held on August 3, 1995. Although there is no agreement among any of Messrs.
Huizenga, Hudson, DeGroote or Melk to vote together on any matters submitted to
a vote of Republic's stockholders, if Messrs. Huizenga, Hudson, DeGroote and
Melk vote together, they have the ability effectively to control the outcome of
most matters submitted to a vote of Republic's stockholders.

The transactions which resulted in this change of control (the
"Combination") consisted of (i) the issuance and sale on August 3, 1995 by
Republic of, in the aggregate, 10,350,000 shares of Common Stock and warrants to
purchase an additional 16,700,000 shares of Common Stock to Messrs. Huizenga,
Hudson, DeGroote (through Westbury), and Melk, and their respective assigns, for
an aggregate purchase price of $64,075,000 pursuant to certain stock purchase
agreements, and (ii) the issuance on August 3, 1995 by Republic of 8,000,000
shares of Common Stock to Mr. Hudson in exchange for all of the outstanding
shares of common stock of Hudson Management Corporation and Envirocycle, Inc.
pursuant to certain merger agreements.

The following changes in the composition of Republic's Board of Directors
were made on August 3, 1995 in connection with and upon consummation of the
Combination: Donald E. Koogler resigned from the Board of Directors, creating a
vacancy; the Board of Directors was enlarged to six members; and Messrs.
Huizenga, Hudson and Melk were nominated and elected to fill these vacancies and
serve on the Board of Directors. On November 27, 1995, the Board of Directors
was enlarged to seven members and George D. Johnson, Jr. was elected to fill the
vacancy. In addition, in connection with and upon consummation of the
Combination, the Board of Directors appointed Mr. Huizenga as the Chairman of
the Board and Chief Executive Officer of Republic, Mr. DeGroote as the Vice
Chairman of Republic, Mr. Hudson as the President of Republic, and Gregory K.
Fairbanks, a business associate of Mr. Huizenga, as an Executive Vice President
and Chief Financial Officer of Republic.

13
<PAGE> 17

PROPOSAL 1.

ELECTION OF DIRECTORS

Through corporate action by written consent without a meeting on November
28, 1995, the holders of a majority of Common Stock approved an amendment to the
Certificate of Incorporation to establish annual terms of office for all members
of Republic's Board of Directors, in place of the then-existing staggered terms
of office.

The Board of Directors currently consists of seven members. The persons
named below have been designated by the Board of Directors as nominees for
election as Directors, for a term expiring at the Annual Meeting of Stockholders
in 1997. All nominees are currently serving as Directors. Directors are elected
by the affirmative vote of a majority of the total shares of Common Stock
present at the Annual Meeting, in person or by proxy, and entitled to vote
thereon at the Annual Meeting. It is the intention of the persons named in the
enclosed form of proxy to vote the proxies received by them for the election of
the nominees named below, unless authorization to do so is withheld. If prior to
the Annual Meeting any nominee should become unavailable for election, an event
which is not anticipated by the Board of Directors, the proxies will be voted
for the election of such substitute nominee as the Board of Directors may
propose.

Set forth below is biographical information for each individual nominated
as a Director.

NOMINEES FOR DIRECTOR

H. WAYNE HUIZENGA, age 58, has served as the Chairman of the Board and
Chief Executive Officer of Republic since August 3, 1995. Mr. Huizenga served as
the Vice Chairman of Viacom, a diversified entertainment and communications
company, from September 1994 until October 1995. Mr. Huizenga also served as the
Chairman of the Board of Blockbuster Entertainment Group, a division of Viacom,
from September 1994 until October 1995. From April 1987 through September 1994,
Mr. Huizenga served as the Chairman of the Board and Chief Executive Officer of
Blockbuster, during which time he helped build Blockbuster into the world's
largest video and music retailer. In September 1994, Blockbuster merged into
Viacom. Mr. Huizenga also served as the President of Blockbuster from April 1987
to June 1988. Mr. Huizenga also co-founded Waste Management, the world's largest
integrated environmental services company, in 1971 and served in various
capacities, including the President, the Chief Operating Officer and a Director
from its inception until 1984. Mr. Huizenga also owns or controls the Miami
Dolphins, Florida Marlins and Florida Panthers professional sports franchises,
as well as Joe Robbie Stadium, in South Florida. In addition, since August 1995,
Mr. Huizenga has served as the Chairman of the Board of Extended Stay America,
Inc., an economy extended-stay lodging chain ("ESA").

MICHAEL G. DEGROOTE, age 62, has served as the Vice Chairman of Republic
since August 3, 1995. Mr. DeGroote had served as the Chief Executive Officer of
Republic since May 1991, and had served as Senior Chairman of the Board of
Republic from May 1991 to August 1991. He served as Chairman of the Board and
President of Republic from August 1991 until August 3, 1995. Since its spin-off
from Republic in April 1995, Mr. DeGroote has served as Chairman of the Board,
President and Chief Executive Officer of Republic Environmental Systems, Inc.
("RESI"), a hazardous waste services company. Mr. DeGroote owned a controlling
interest in Laidlaw from 1959 until he sold his interest in 1988. Laidlaw is the
third largest waste service company in North America and the largest operator of
school buses with over 28,000 vehicles. Mr. DeGroote served as the Chairman of
the Board and Chief Executive Officer of Laidlaw from 1959 until June 1990, when
he resigned from those positions to pursue personal business interests. Mr.
DeGroote has served as a Director of Gulf Canada Resources Ltd. ("Gulf Canada")
since May 1995 and as a Director of RESI since April 1995.

HARRIS W. HUDSON, age 53, has served as the President and a Director of
Republic since August 3, 1995. From May 21, 1995 until August 3, 1995, Mr.
Hudson had served as a consultant to Republic. Mr. Hudson founded and since its
inception in 1983 has served as Chairman of the Board, Chief Executive Officer
and President of Hudson Management Corporation, which was acquired by Republic
on August 3, 1995. From

14
<PAGE> 18

1964 to 1982, Mr. Hudson served as Vice President of Waste Management of
Florida, Inc., a subsidiary of Waste Management.

J.P. BRYAN, age 56, has served as a Director of Republic since May 1991 and
also was a Director of Republic from August 1990 until March 1991. Since January
1995, Mr. Bryan has served as President and Chief Executive Officer of Gulf
Canada, which is engaged in oil and gas exploration and production. Since 1981,
Mr. Bryan has served as the Chairman of the Board and Chief Executive Officer of
Torch Energy Advisors Inc., a subsidiary of Torchmark Corporation, engaged in
the management of institutional holdings in energy-related fields and has, since
March 1990, held the same positions with Nuevo Energy Company, a company
involved in the oil and gas industry. Mr. Bryan also currently serves on the
Board of Directors of Bellweather Exploration Company, an oil and gas
exploration company.

RICK L. BURDICK, age 44, has been a Director of Republic since May 1991.
Mr. Burdick is the sole shareholder of a professional corporation which is a
partner in the law firm of Akin, Gump, Strauss, Hauer & Feld, L.L.P., a limited
liability partnership including professional corporations. Since June 1995, Mr.
Burdick has served as a Director of J. Ray McDermott, S.A.

GEORGE D. JOHNSON, JR., age 53, has served as a Director of Republic since
November 27, 1995. Mr. Johnson presently is President, Chief Executive Officer
and a Director of ESA. From August 1993 until January 1995, Mr. Johnson served
in various executive positions with Blockbuster Entertainment Group and, prior
to its merger with Viacom, with Blockbuster, including as President of the
Consumer Products Division, and also as a Director of Blockbuster. From July
1987 until August 1993, Mr. Johnson was the managing general partner of WJB
Video Limited Partnership, which became the largest Blockbuster franchisee with
over 200 video stores prior to its merger with Blockbuster in August 1993. He is
also a Director of Duke Power Company and of Viacom.

JOHN J. MELK, age 59, has served as a Director of Republic since August 3,
1995. Mr. Melk has been Chairman and Chief Executive Officer of H(')0 Plus Inc.,
a bath and skin care product manufacturer and retail distributor, since 1988.
Mr. Melk has been a private investor in various businesses since March 1984 and
prior to March 1984, he held various positions with Waste Management and its
subsidiaries, including President of Waste Management International, plc., a
subsidiary of Waste Management. Mr. Melk also serves as a Director of
Psychemedics Corporation. From February 1987 until March 1989 and from May 1993
until September 1994, Mr. Melk served as a Director of Blockbuster. He also
served as the Vice Chairman of Blockbuster from February 1987 until March 1989.

Mr. Hudson is married to Mr. Huizenga's sister. Otherwise, there is no
family relationship between any of the Directors of Republic.

MANAGEMENT UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE
NOMINEES FOR DIRECTOR NAMED ABOVE AND PROXIES EXECUTED AND RETURNED WILL BE SO
VOTED UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.

15
<PAGE> 19

PROPOSAL 2.

APPROVAL OF PROPOSED AMENDMENT TO CERTIFICATE OF INCORPORATION

By resolution adopted on February 12, 1996, the Board of Directors proposed
the adoption by Republic's stockholders of an amendment to Republic's First
Amended and Restated Certificate of Incorporation, as amended (the "Certificate
of Incorporation") pursuant to which the number of authorized shares of Common
Stock would be increased from 350,000,000 shares to 500,000,000 shares, and the
Board of Directors directed that the proposed amendment be submitted to a vote
of the stockholders at the Annual Meeting. If the proposed amendment is
approved, the newly authorized shares of Common Stock will have voting and other
rights identical to the currently authorized shares of Common Stock.
Furthermore, if the proposed amendment is approved, the Certificate of
Incorporation will be amended and restated to reflect the amendment. The
proposed Second Amendment and Restated Certificate of Incorporation is attached
hereto as Appendix A.

Of the 350,000,000 currently authorized shares of Common Stock, as of March
31, 1996, 83,224,206 shares were issued and outstanding and an additional
23,838,165 were reserved for issuance in connection with outstanding options and
warrants. The Board of Directors has also reserved for issuance an additional
1,117,985 and 800,000 shares of Common Stock issuable upon the exercise of
options which may be granted under the Employee Option Plan and the Director
Plan, respectively. Although presently authorized shares are sufficient to meet
all present requirements, the Board of Directors believes that it is desirable
that Republic have the flexibility to issue a substantial number of shares of
Common Stock without further stockholder action unless required by applicable
law or regulation. The availability of additional shares will enhance Republic's
flexibility in connection with possible future actions, such as corporate
mergers, acquisitions of property, stock dividends, stock splits, and employee
benefit programs. The Board of Directors will determine whether, when and on
what terms the issuance of shares of Common Stock may be warranted in connection
with any of the foregoing purposes.

The Board of Directors does not intend to seek further stockholder approval
prior to the issuance of any additional shares in future transactions unless
required by law, the Certificate of Incorporation or the rules of any stock
exchange upon which the stock may be listed, or unless Republic deems it
advisable to do so to qualify an employee benefit plan in accordance with Rule
16b-3 under the Exchange Act. Further, the Board of Directors does not intend to
issue any Common Stock to be authorized under the proposed amendment to the
Certificate of Incorporation except upon the terms the Board of Directors deems
to be in the best interests of Republic and its stockholders. The issuance of
additional Common Stock without further stockholder approval may, among other
things, have a dilutive effect on earnings per share and on the equity of the
present holders of Common Stock and their voting rights. Holders of Common Stock
have no preemptive rights. The availability for issuance of additional shares of
Common Stock also could have the effect of rendering more difficult or
discouraging an attempt to obtain control of Republic. For example, the issuance
of shares of Common Stock (within the limits imposed by applicable law and the
rules of any exchange upon which Common Stock is listed) in a public or private
sale, merger or similar transaction would increase the number of outstanding
shares, thereby possibly diluting the interest of a party attempting to obtain
control of Republic. The additional shares also could be used to render more
difficult a merger or similar transaction even if it appears to be desirable to
a majority of the stockholders. Republic is not aware of any efforts to obtain
control of Republic.

REQUIRED VOTE AND BOARD RECOMMENDATION

The proposed amendment to the Certificate of Incorporation is subject to
approval by the affirmative vote of the holders of a majority of the total
shares of Common Stock outstanding on the Record Date and entitled to vote
thereon at the Annual Meeting.

MANAGEMENT UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE APPROVAL OF THE PROPOSED
AMENDMENT TO THE CERTIFICATE OF INCORPORATION AND PROXIES EXECUTED AND RETURNED
WILL BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.

16
<PAGE> 20

PROPOSAL 3.

APPROVAL OF PROPOSED AMENDMENT TO 1995 EMPLOYEE
STOCK OPTION PLAN

On February 12, 1996, the Board of Directors proposed, subject to
stockholder approval at the Annual Meeting, an amendment to Republic's 1995
Employee Stock Option Plan (the "Employee Option Plan"). The purpose of the
amendment is to increase the number of shares of Common Stock which are eligible
for issuance under the Employee Option Plan from 4,000,000 shares to 10,000,000
shares. A copy of the proposed Amended and Restated 1995 Employee Stock Option
Plan is attached hereto as Appendix B.

DESCRIPTION OF THE CURRENT EMPLOYEE OPTION PLAN

GENERAL. The Compensation Committee administers the Employee Option Plan
and may grant options (the "Employee Options") to any employees of Republic
pursuant to the terms of the Employee Option Plan. The total number of shares of
Common Stock issuable under the Employee Option Plan currently may not exceed
4,000,000 shares. In the event any change is made to the Common Stock issuable
under the Employee Option Plan (by reason of any stock split, stock dividend,
combination of shares, merger, consolidation, reorganization or other change in
the capitalization of Republic), an appropriate adjustment would be made as
necessary to reflect/adjust (i) the aggregate number of shares of Common Stock
and/or the kind of securities available for issuance under the Employee Option
Plan, (ii) the number of shares of Common Stock and/or the kind of securities to
be made the subject of each subsequent grant, (iii) the exercise price and (iv)
the number of shares of Common Stock and/or the kind of securities available for
purchase under each outstanding Employee Option and the exercise price payable
per share so that no dilution or enlargement of benefits will occur under such
Employee Options.

PRICE; EXERCISABILITY. The exercise price of Employee Options is
determined by the Compensation Committee, but in no event shall be less than
100% of the fair market value of the Common Stock at the time the Employee
Option is granted. Generally, the Employee Options will be for a term of not
less than five nor more than ten years from the date of grant, and will vest in
increments of 25% per year over a four year period on the yearly anniversary of
the grant date. The Compensation Committee, in its discretion, may provide at
the date of grant for another vesting schedule, termination date or other
limitations or conditions as the Compensation Committee deems necessary or
appropriate. Further, the Compensation Committee may accelerate the
exercisability of any Employee Option subject to such terms and conditions as
the Compensation Committee deems necessary and appropriate. In addition, the
Compensation Committee may, at any time prior to the expiration or termination
of outstanding Employee Options, extend the term of such Employee Options for an
additional period as it shall, in its discretion, determine appropriate (but
only insofar as the aggregate term of any Employee Option does not exceed ten
years).

CHANGE OF CONTROL. In the event of a Change of Control (as defined below),
all outstanding Employee Options become immediately exercisable. During the
period of thirty (30) days after such Change of Control, each holder of Employee
Options who is an officer or director of Republic shall have the right to
require Republic to purchase from him or her any Employee Options granted under
the Employee Option Plan at a price equal to the product of (i) the difference
of (A) the fair market value per share of Common Stock minus (B) the exercise
price of the Employee Options multiplied by (ii) the number of Employee Options
specified by such holder for purchase by Republic. A "Change of Control" is
deemed to occur if any person (a) acquires direct or indirect beneficial
ownership of at least 50% of the issued and outstanding Common Stock of Republic
or (b) has the power (whether such power arises as a result of the ownership of
capital stock, by contract or otherwise) or ability to elect or cause the
election of directors which, at the time of such election, constitute a majority
of the board of directors of Republic.

ASSIGNABILITY. Employee Options are not assignable or transferable other
than by will or the laws of descent and distribution, or by a qualified domestic
relations order, and, during the optionee's lifetime, the Employee Option may be
exercised only by such optionee.

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<PAGE> 21

AMENDMENTS. The Board of Directors may amend or discontinue the Employee
Option Plan at any time, provided that no such amendment may be made without the
requisite approval of the stockholders of Republic if stockholder approval is
required as a condition to the Employee Option Plan continuing to comply with
the provisions of Rule 16b-3 under the Exchange Act or Section 162(m) of the
Internal Revenue Code of 1986, as amended (the "Code").

TERMINATION. Employee Options terminate five business days after
termination of employment by Republic if the optionee's employment is terminated
for any reason other than death, disability or retirement. The Compensation
Committee, in its sole discretion, may permit outstanding Employee Options to be
exercised for a period after termination of employment but in no event after the
expiration date of the Employee Options. In the event of the optionee's death,
disability or retirement, the optionee or, if he is not living, the personal
representative or guardian of the optionee or the optionee's estate, or the
person inheriting the Employee Option, will have three years (or such longer
period as the Compensation Committee may prescribe) after the date of the
optionee's death, disability or retirement to exercise the Employee Options in
full. Under no circumstances, however, may the Employee Option be exercised
after the termination date of the Employee Option. If any Employee Option
granted under the Employee Option Plan expires or is terminated or canceled
unexercised as to any shares of Common Stock, such released shares may again be
optioned (including a grant in substitution for canceled Employee Options).

EMPLOYEE OPTION PLAN OPTIONS GRANTED

The following table sets forth certain information with respect to options
granted under the Employee Option Plan as of March 31, 1996:

<TABLE>
<CAPTION>
NAME AND POSITION EXERCISE PRICE($) NUMBER OF OPTIONS GRANTED
- ------------------------------------------------ ----------------- -------------------------
<S> <C> <C>
H. Wayne Huizenga, Chairman of the Board and
Chief Executive Officer (nominee for
director)..................................... $20.25 500,000
Michael G. DeGroote, Former Chairman, President
and Chief Executive Officer and current Vice
Chairman of the Board (nominee for
director)..................................... -- --
Harris W. Hudson, President and Director
(nominee for director)........................ -- --
Donald E. Koogler, Executive Vice President and
Chief Operating Officer....................... -- --
J.P. Bryan, Director (nominee for director)..... -- --
Rick L. Burdick, Director (nominee for
director)..................................... -- --
John J. Melk, Director (nominee for director)... -- --
George D. Johnson, Jr., Director
(nominee for director)........................ -- --
All current executive officers as a group....... $20.25 -$23.125 576,892
All current directors who are not executive
officers
as a group (5 persons)........................ Not Applicable Not Applicable
All employees as a group (including all current
officers who are not executive officers)...... $20.376-$31.00 2,039,896
All associates of any director, executive
officer
or nominee.................................... -- --
</TABLE>

FEDERAL INCOME TAX ASPECTS

The Employee Options do not constitute incentive stock options, within the
meaning of section 422(b) of the Code. As a general rule, no federal income tax
is imposed on the holder of options upon the issuance of options such as the
Employee Options and Republic is not entitled to a tax deduction by reason of
such

18
<PAGE> 22

issuance. Generally, upon the exercise of options such as the Employee Options,
the holder of the options will be treated as receiving compensation taxable as
ordinary income in the year of exercise, which in the case of an option, is an
amount equal to the excess of the fair market value of the shares on the date of
exercise over the exercise price of the options. Upon the exercise of options
such as the Employee Options, Republic may claim a deduction for compensation
paid at the same time and in the same amount as compensation income is
recognized to the holder of the options, assuming any federal income tax
withholding requirements are satisfied. Upon a subsequent disposition of the
shares received upon exercise of options such as Employee Options, the
difference between the amount realized on the disposition and the basis of the
stock (exercise price plus any ordinary income recognized) should qualify as
long-term or short-term capital gain, depending on the holding period.

PROPOSED AMENDMENT TO THE EMPLOYEE OPTION PLAN

The only change to be effected by the proposed amendment to the Employee
Option Plan is to increase the number of shares of Common Stock eligible for
issuance thereunder from the current limit of 4,000,000 shares to 10,000,000
shares. The Employee Option Plan will remain the same in all other respects,
other than certain changes to reflect the change of Republic's name effected in
November 1995.

REQUIRED VOTE AND BOARD RECOMMENDATION

The proposed amendment to the Employee Option Plan is subject to approval
by the affirmative vote of the holders of a majority of the total shares of
Common Stock present at the Annual Meeting, in person or by proxy, and entitled
to vote thereon at the Annual Meeting. If the proposed amendment to the Employee
Option Plan is so approved, it will be effective as of the date of its adoption
by the Board of Directors.

The Board of Directors believes that the adoption of the proposed amendment
to the Employee Option Plan is an essential element of Republic's existing and
ongoing compensation policy.

MANAGEMENT UNANIMOUSLY RECOMMENDS A VOTE "FOR" APPROVAL OF THE AMENDMENT TO
THE EMPLOYEE OPTION PLAN AND PROXIES EXECUTED AND RETURNED WILL BE SO VOTED
UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.

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<PAGE> 23

PROPOSAL 4.

RATIFICATION, CONFIRMATION AND APPROVAL OF
EXECUTIVE WARRANTS TO APPROVE PERFORMANCE-BASED GOALS THEREUNDER

HISTORY

In 1993, the Code was amended by adding Section 162(m). Section 162(m)
generally precludes a corporation from taking a tax deduction for individual
compensation in excess of $1 million to certain of its highest paid executives.
There are certain exceptions to this limitation; specifically for compensation
that meets performance-based criteria as defined in Section 162(m) if the
material terms of such compensation are approved by the corporation's
stockholders. The Board of Directors is seeking stockholder ratification,
confirmation and approval of previously issued Executive Warrants described
below in order to ensure that Republic is able to fully deduct executive
compensation generated as a result of such Executive Warrants.

EXECUTIVE WARRANTS

In 1991, the Board of Directors approved the issuance of the Executive
Warrants to Mr. Koogler for the purchase of shares of Common Stock at an
exercise price based on the market price of Common Stock on the date of issuance
as compensation for his continued service as an officer of Republic. Mr. Koogler
was required to execute a non-competition agreement in connection with the
Executive Warrants. The Executive Warrants issued to Mr. Koogler granted him the
right to purchase 300,000 shares of Common Stock at an exercise price of $9.00
per share. Mr. Koogler's warrants vested in increments of 20% per year over a
five year period with the first 20% (or 60,000 warrants) having vested May 31,
1992. In May 1993, Republic canceled the unvested portion of Mr. Koogler's
Executive Warrants (or 240,000 warrants) and re-issued to Mr. Koogler Executive
Warrants to purchase 240,000 shares of Common Stock at an exercise price of
$4.00 per share. The Executive Warrants granted in 1993 to Mr. Koogler vest in
increments of 25% per year over a four year period commencing on May 31, 1993.
The Executive Warrants are exercisable, with respect to each portion vested, for
a period of four years following such vesting.

The amount of compensation that Mr. Koogler may receive in connection with
the Executive Warrants is based solely upon an increase in the value of
Republic's Common Stock after the date of grant of such warrants.

REQUIRED VOTE AND BOARD RECOMMENDATION

The proposed ratification, confirmation and approval of the Executive
Warrants requires the affirmative vote of the holders of a majority of the total
shares of Common Stock present at the Annual Meeting, in person or proxy, and
entitled to vote at the Annual Meeting. If the proposal to ratify, confirm and
approve the Executive Warrants is so approved, it will be effective as of the
date of the issuance of the Executive Warrants.

The sole purpose of the proposal relating to the Executive Warrants is to
ensure that Republic is permitted to take the maximum tax deduction with respect
to previously issued Executive Warrants. Accordingly, the Board of Directors
believes that the adoption of the proposal relating to the Executive Warrants is
essential.

MANAGEMENT UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE RATIFICATION,
CONFIRMATION AND APPROVAL OF THE EXECUTIVE WARRANTS AND PROXIES EXECUTED AND
RETURNED WILL BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE INDICATED THEREON.

20
<PAGE> 24

PROPOSAL 5.

RATIFICATION OF INDEPENDENT PUBLIC ACCOUNTANTS

The Board of Directors, upon recommendation of the Audit Committee, has
approved and recommends the appointment of Arthur Andersen LLP as independent
public accountants of Republic and its subsidiaries for the year ending December
31, 1996.

Arthur Andersen LLP has been serving Republic in this capacity since May
1990. A representative of Arthur Andersen LLP is expected to attend the Annual
Meeting and be available to respond to appropriate questions. The representative
will also be afforded an opportunity to make a statement, if he desires to do
so.

Approval of the Board of Directors' selection of Arthur Andersen LLP will
require the affirmative vote of the holders of a majority of the total shares of
Common Stock present at the Annual Meeting, in person or by proxy, and entitled
to vote thereon at the Annual Meeting.

MANAGEMENT UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE RATIFICATION OF THE
APPOINTMENT OF ARTHUR ANDERSEN LLP AS INDEPENDENT PUBLIC ACCOUNTANTS OF REPUBLIC
AND ITS SUBSIDIARIES FOR THE YEAR ENDING DECEMBER 31, 1996 AND PROXIES EXECUTED
AND RETURNED WILL BE SO VOTED UNLESS CONTRARY INSTRUCTIONS ARE INDICATED
THEREON.

STOCKHOLDER PROPOSALS

Any proposals of stockholders intended to be presented at the 1997 Annual
Meeting must be received by Republic for inclusion in the proxy statement and
form of proxy relating to the meeting not later than December 11, 1996. It is
suggested that proponents submit their proposals by certified mail, return
receipt requested. Detailed information for submitting resolutions will be
provided upon written request to the Secretary of Republic (Republic Industries,
Inc., 200 East Las Olas Blvd., Suite 1400, Fort Lauderdale, Florida 33301). No
stockholder proposals were received for inclusion in this Proxy Statement.

OTHER MATTERS

Management does not intend to present any other items of business and knows
of no other matters that will be brought before the Annual Meeting. However, if
any additional matters are properly brought before the Annual Meeting, the
persons named in the enclosed proxy shall vote the proxies in their discretion
in the manner they believe to be in the best interest of Republic.

Republic will bear the expense of preparing and mailing this proxy
material, as well as the cost of solicitation. First Interstate Bank of Texas,
N.A. and Corporate Investor Communications, Inc. have been retained by Republic
to assist in the distribution of solicitation material relating to the Annual
Meeting and tabulation of the stockholder votes, for which they will be paid a
fee of $2,000 plus reimbursement of out-of-pocket expenses. Brokers, nominees,
banks and other custodians will be reimbursed for their costs incurred in
forwarding solicitation material to beneficial owners. Solicitation by Republic
may be by mail, interview, telephone or telegraph.

The accompanying form of proxy has been prepared at the direction of the
Board of Directors and is sent to you at the request of the Board of Directors.
The proxies named therein have been designated by your Board of Directors.

21
<PAGE> 25

APPENDIX A

SECOND AMENDED AND RESTATED

CERTIFICATE OF INCORPORATION

REPUBLIC INDUSTRIES, INC.

Republic Industries, Inc., a corporation organized and existing under the
laws of the State of Delaware, (the "Corporation"), does hereby certify as
follows:

(a) The name of the Corporation is Republic Industries, Inc. and the
original Certificate of Incorporation of the Corporation was originally filed
with the office of the Secretary of State of the State of Delaware on May 30,
1991.

(b) This Second Amended and Restated Certificate of Incorporation has been
duly adopted in accordance with the provisions of Sections 242 and 245 of the
General Corporation Law of the State of Delaware (the "Act") and restates,
integrates and amends the provisions of the Certificate of Incorporation, as
amended to date, of the Corporation.

(c) The text of the Certificate of Incorporation of the Corporation, as
heretofore amended or supplemented, is hereby amended and restated to read in
its entirety as follows:

FIRST: The name of the Corporation is:

Republic Industries, Inc.

SECOND: The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, Wilmington, Delaware 19801, county
of New Castle. The name of its registered agent at such address is The
Corporation Trust Company.

THIRD: The nature of the businesses or purposes to be conducted or promoted
is:

To conduct any lawful business, to exercise any lawful purpose and
power, and to engage in any lawful act or activity for which corporations
may be organized under the Act or by any other law of Delaware or by this
Certificate of Incorporation together with any powers incidental thereto,
so far as such powers and privileges are necessary or convenient to the
conduct, promotion or attainment of the businesses or purposes of the
Corporation.

FOURTH: The total number of shares of all classes of stock which this
Corporation shall have authority to issue is 505,000,000 shares, consisting of
500,000,000 shares of Common Stock, par value $0.01 per share, and 5,000,000
shares of Preferred Stock, par value $0.01 per share. The aggregate par value of
all the shares of all classes of stock which this Corporation has the authority
to issue is $5,050,000.

A. COMMON STOCK. The shares of Common Stock shall have no preemptive or
preferential rights of subscription concerning further issuance or authorization
of any securities of the Corporation. Each share of Common Stock shall entitle
the holder thereof to one vote, in person or by proxy. The holders of the Common
Stock shall be entitled to receive dividends if, as and when declared by the
Board of Directors. The Common Stock may be issued from time to time in one or
more series and shall have such other relative, participant, optional or special
rights, qualifications, limitations or restrictions thereof as shall be stated
and expressed in the resolution or resolutions providing for the issuance of
such Common Stock from time to time adopted by the Board of Directors pursuant
to authority so to adopt which is hereby vested in the Board of Directors.

B. PREFERRED STOCK. The Preferred Stock may be issued from time to time in one
or more series and (a) may have such voting powers, full or limited, or may be
without voting powers; (b) may be subject to redemption at such time or times
and at such prices; (c) may be entitled to receive dividends (which may be
cumulative or noncumulative) at such rate or rates, on such conditions, and at
such times, and payable in preference to, or in such relation to, the dividends
payable on any other class or classes or series of stock;

A-1
<PAGE> 26

(d) may have such rights upon the dissolution of, or upon any distribution of
the assets of, the Corporation; (e) may be made convertible into, or
exchangeable for, shares of any other class or classes or of any other series of
the same or any other class or classes of stock of the Corporation, at such
price or prices or at such rates of exchange, and with such adjustments; and (f)
shall have such other relative, participating, optional or special rights,
qualifications, limitations or restrictions thereof, as shall hereafter be
stated and expressed in the resolution or resolutions providing for the issuance
of such Preferred Stock from time to time adopted by the Board of Directors
pursuant to authority so to do which is hereby vested in the Board of Directors.

At any time and from time to time when authorized by resolution of the
Board of Directors and without any action by its stockholders, the Corporation
may issue or sell any shares of its stock of any class or series, whether out of
the unissued shares thereof authorized by the Certificate of Incorporation, as
amended, or out of shares of its stock acquired by it after the issue thereof,
and whether or not the shares thereof so issued or sold shall confer upon the
holders thereof the right to exchange or convert such shares for or into other
shares of stock of the Corporation of any class or classes or any series
thereof. When similarly authorized, but without any action by its stockholders,
the Corporation may issue or grant rights, warrants or options, in bearer or
registered or such other form as the Board of Directors may determine, for the
purchase of shares of the stock of any class or series of the Corporation within
such period of time, or without limit as to time, of such aggregate number of
shares, and at such price per share, as the Board of Directors may determine.
Such rights, warrants or options may be issued or granted separately or in
connection with the issue of any bonds, debentures, notes, obligations or other
evidences of indebtedness or shares of the stock of any class or series of the
Corporation and for such consideration and on such terms and conditions as the
Board of Directors, in its sole discretion, may determine. In each case, the
consideration to be received by the Corporation for any such shares so issued or
sold shall be fixed from time to time by the Board of Directors.

FIFTH: Except as may otherwise be provided in this Certificate or in the
Bylaws of the Corporation, as the same may be amended from time to time, the
Board of Directors shall have all powers and authority which may be granted to a
board of directors of a corporation under the Act, including but not limited to
the following:

(a) to adopt, amend or repeal the Bylaws of the Corporation;

(b) to authorize and cause to be executed mortgages and liens upon the
real and personal property of the Corporation;

(c) to set apart out of any of the funds of the Corporation available
for dividends a reserve or reserves for any proper purpose and to abolish
any such reserve in the manner in which it was created;

(d) to designate one or more committees;

(e) to sell, lease or exchange all or substantially all of the
property and assets of the Corporation, including its good will and its
corporate franchises, upon such terms and conditions and for such
consideration, which may consist in whole or in part of money or property
including shares of stock in, and/or other securities of, any other
corporation or corporations, as the Board of Directors shall deem expedient
and for the best interest of the Corporation, when and as authorized by the
shareholders entitled to vote thereon;

(f) to provide indemnification for directors, officers, employees,
and/or agents of the Corporation to the fullest extent permitted by law,
subject however, to the rules against limitation on liability of directors
as set forth in Section 102 of the Act, as amended from time to time; and

(g) to determine from time to time whether and to what extent, and at
what times and places and under what conditions and regulations, the
accounts and books of the Corporation or any of them, shall be opened to
the inspection of the stockholders, and no stockholder shall have any right
to inspect any account or book or document of the Corporation, except as
conferred by the Act or authorized by the Board of Directors, or by a
resolution of the stockholders.

A-2
<PAGE> 27

SIXTH: The Board of Directors shall consist of one or more members. The
number of directors shall be fixed by, or in the manner provided in, the Bylaws.
At the annual meeting of stockholders in 1996 and at each annual meeting of
stockholders thereafter, the respective terms of all of the directors then
serving in office shall expire at the meeting, and successors to the directors
shall be elected to hold office until the next succeeding annual meeting.
Existing directors may be nominated for election each year for a successive
term, in the manner provided in the Bylaws. Each director shall hold office for
the term for which he is elected and qualified or until his successor shall have
been elected and qualified or until his earlier resignation, removal from office
or death.

SEVENTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or stockholder thereof, or on the
Corporation or of any creditor or stockholder thereof, or on the application of
any receiver or receivers appointed for this Corporation under the provisions of
Section 291 of the Act or on the application of trustees in dissolution or of
any receiver or receivers appointed for this Corporation under the provisions of
Section 279 of the Act, order a meeting of the creditors or class of creditors,
and/or of the stockholders or class of stockholders of this Corporation, as the
case may be, to be summoned in such manner as the court directs. If a majority
in number representing three-fourths (3/4) in value of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, agree to any compromise or arrangement and to
any reorganization of this Corporation as a consequence of such compromise or
arrangement, the compromise or arrangement and the reorganization shall, if
sanctioned by the court to which the application has been made, be binding on
all the creditors or class of creditors and/or on all the stockholders or class
of stockholders of this Corporation, as the case may be, and also on this
Corporation.

EIGHTH: To the extent permitted by law, no contract or transaction between
the Corporation and one or more of its directors or officers, or between the
Corporation and any other corporation, partnership, association, or other
organization in which one or more of its directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the board or committee thereof which authorizes
the contract or transaction, or solely because his or their votes are counted
for such purposes, if:

(a) the material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the Board of
Directors or the committee, and the Board of Directors or committee
authorizes the contract or transaction by the affirmative vote of a
majority of the disinterested directors, even though the disinterested
directors be less than a quorum; or

(b) the material facts as to his relationship or interest and as to
the contract or transaction are disclosed or are known to the stockholders
entitled to vote thereon, and the contract or transaction is specifically
approved by vote of the stockholders; or

(c) the contract or transaction is fair as to the Corporation as of
the time it is authorized, approved or ratified, by the Board of Directors,
a committee thereof, or the stockholders.

Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.

NINTH: The Corporation reserves the right to amend or repeal any provision
contained herein, add any additional provisions hereto, increase or decrease the
number of authorized shares of stock, or restate this Certificate of
Incorporation in its entirety in the manner now or hereafter prescribed by the
Act.

TENTH: Except as otherwise required by law or as otherwise provided in this
Certificate of Incorporation or in the Bylaws of the Corporation, any matter
properly submitted to a vote of the stockholders at a meeting of stockholders
duly convened at which there is a quorum present shall be deemed approved upon
an affirmative vote of the holders of a majority of the outstanding shares of
Common Stock present at the meeting, in person or by proxy. No holders of any
class of stock other than Common Stock shall be entitled to

A-3
<PAGE> 28

vote upon any matter, except as may be required by law, this Certificate of
Incorporation, or the Bylaws of the Corporation. Written ballots shall not be
required for the election of directors.

ELEVENTH: In addition to any other indemnification granted to directors of
the Corporation contained in this Certificate of Incorporation, the Bylaws of
the Corporation, or adopted by resolution of the stockholders or directors of
the Corporation, no director of the Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided however, that this indemnification shall not
eliminate or limit the liability of a director for any breach of the director's
duty of loyalty to the Corporation or its stockholders, for acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law, or payment of any unlawful dividend or for any unlawful stock purchase
or redemption, or for any transaction from which the director derived an
improper personal benefit.

IN WITNESS WHEREOF, the undesigned has caused this Second Amended and
Restated Certificate of Incorporation to be executed this day of May, 1996.

Republic Industries, Inc.

By:
-------------------------------
H. Wayne Huizenga

Chairman of the Board and

Chief Executive Officer

A-4
<PAGE> 29

APPENDIX B

REPUBLIC INDUSTRIES, INC.
AMENDED AND RESTATED
1995 EMPLOYEE STOCK OPTION PLAN

1. STATEMENT OF PURPOSE. This Amended and Restated 1995 Employee Stock
Option Plan (the "Plan") is to benefit Republic Industries, Inc., a Delaware
corporation (the "Company"), and its subsidiaries through the maintenance and
development of their respective businesses by offering certain present and
future key employees and officers, and independent contractors providing
services to the Company, a favorable opportunity to become holders of stock in
the Company over a period of years, thereby giving them a permanent stake in the
growth and prosperity of the Company and encouraging the continuance of their
involvement with the Company or its subsidiaries.

2. ADMINISTRATION. The Plan shall be administered by a committee (the
"Committee"), consisting of two or more outside directors (as defined under
Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"),
appointed by the Board of Directors, whose interpretation of the terms and
provisions of the Plan shall be final and conclusive. The selection of
employees, officers and consultants for participation in the Plan and all
decisions concerning the timing, pricing and amount of any grant or award under
the Plan shall be made solely by the Committee.

3. ELIGIBILITY. Options shall be granted only to key employees of the
Company and its subsidiaries (including officers of the Company and its
subsidiaries but excluding non-employee directors of the Company and its
subsidiaries) and independent contractors performing services for the Company
and its subsidiaries selected initially and from time to time by the Committee
on the basis of their importance to the business of the Company or its
subsidiaries.

4. GRANTING OF OPTIONS. The Committee may grant options under which a
total of not in excess of 10,000,000 shares of the $.01 par value common stock
of the Company ("Common Stock") may be purchased from the Company, subject to
adjustment as provided in Section 10. In the event that an option expires or is
terminated or canceled unexercised as to any shares, such released shares may
again be optioned (including a grant in substitution for a canceled option).
Shares subject to options may be made available from unissued or reacquired
shares of Common Stock. Nothing contained in the Plan or in any option granted
pursuant thereto shall confer upon any optionee any right to be continued in the
employment of the Company or any subsidiary of the Company or as a consultant to
the Company or any subsidiary of the Company, or interfere in any way with the
right of the Company or its subsidiaries to terminate his employment or
consulting relationship at any time.

5. OPTION PRICE. The option price shall be determined by the Committee
and, subject to the provisions of Section 10 hereof, shall be not less than the
fair market value, at the time the option is granted, of the shares of Common
Stock subject to the option.

6. DURATION OF OPTIONS, INCREMENTS AND EXTENSIONS. Subject to the
provisions of Section 8 hereof, each option shall be for such term of not less
than five years nor more than ten years, as shall be determined by the Committee
at the time the option is granted. Each option shall become exercisable with
respect to 25% of the total number of shares subject to the option twelve months
after the date of its grant and with respect to each additional 25% at the end
of each twelve-month period thereafter during the succeeding three years.
Notwithstanding the foregoing, the Committee may in its discretion (i)
specifically provide for another time or times of exercise at the time the
option is granted; (ii) accelerate the exercisability of any option subject to
such terms and conditions as the Committee deems necessary and appropriate; or
(iii) at any time prior to the expiration or termination of any option
previously granted, extend the term of any option (including such options held
by officers) for such additional period as the Committee in its discretion shall
determine. In no event, however, shall the aggregate option period with respect
to any option, including the original term of the option and any extensions
thereof, exceed ten years. Subject to the foregoing, all or any part of the
shares to

B-1
<PAGE> 30

which the right to purchase has accrued may be purchased at the time of such
accrual or at any time or times thereafter during the option period.

In the event of a Change in Control (as defined below), all outstanding
options shall become immediately exercisable. Notwithstanding any other
provision in the Plan during the period of thirty (30) days after such Change of
Control, each optionee who is any officer or a director (and also an employee or
consultant) of the Company shall have the right to require the Company to
purchase for him any option granted under the Plan at a purchase price equal to
(i) the excess of fair market value per share over the option price (ii)
multiplied by the number of option shares specified by such individual for
purchase in a written notice to the Company, attention of the Secretary. For
purposes of this Plan, a "Change in Control" shall be deemed to occur if any
person shall (a) acquire direct or indirect beneficial ownership of at least 50%
of the issued and outstanding Common Stock of the Company, or (b) has the power
(whether such power arises as a result of the ownership of capital stock, by
contract or otherwise), or ability to elect or cause the election of directors
consisting at the time of such election of a majority of the board of directors
of the Company. As used herein, "person" shall mean any person, corporation,
partnership, joint venture or other entity or any group (as such term is defined
in Section 13(d) of the Securities Exchange Act of 1934, as amended, and the
rules promulgated thereunder). For purposes of this paragraph, "fair market
value per share" shall mean the average of the highest sales price per share of
the Company's Common Stock as quoted on The Nasdaq Stock Market or by the
principal exchange upon which the Company's Common Stock is listed on each of
the five trading days immediately preceding the date on which such individual so
notifies the Company. The amount payable to each such individual by the Company
shall be in cash or by certified check and shall be reduced by any taxes
required to be withheld.

7. EXERCISE OF OPTION. As a condition to the exercise of any option, the
"Quoted Price" (as defined below) per share of Common Stock on the date of
exercise must be equal or exceed the option price referred to in Section 5
hereof. An option may be exercised by giving written notice to the Company,
attention of the Secretary, specifying the number of shares to be purchased,
accompanied by the full purchase price for the shares to be purchased either (i)
in cash, (ii) by check, (iii) by a promissory note in a form specified by the
Company and payable to the Company no later than fifteen business days after the
date of exercise of the option, (iv) if so approved by the Committee, by shares
of the Common Stock of the Company or (v) by a combination of these methods of
payment. The "Quoted Price" and the per share value of Common Stock for purposes
of paying the option price in accordance with the immediately preceding sentence
shall equal the closing selling price per share of Common Stock on the date in
question on The Nasdaq Stock Market or the principal stock exchange upon which
the Company's Common Stock is listed (the "Exchange"). The right to pay the
purchase price of shares by delivery of a promissory note shall not be available
to any optionee who is a person described in Section 16(a) of the Securities
Exchange Act of 1934, as amended (the "1934 Act").

At any time of any exercise of any option, the Company may, if it shall
determine it necessary or desirable for any reason, require the optionee (or his
heirs, legatees, or legal representatives, as the case may be) as a condition
upon the exercise thereof, to deliver to the Company a written representation of
present intention to purchase the shares for investment and not for
distribution. In the event such representation is required to be delivered, an
appropriate legend may be placed upon each certificate delivered to the optionee
upon his exercise of part or all of the option and a stop transfer order may be
placed with the transfer agent. Each option shall also be subject to the
requirement that, if at any time the Company determines, in its discretion, that
the listing, registration or qualification of the shares subject to the option
upon any securities exchange or under any state or federal law, or the consent
or approval of any governmental regulatory body is necessary or desirable as a
condition of or in connection with, the issue or purchase of shares thereunder,
the option may not be exercised in whole or in part unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Company.

At the time of the exercise of any option the Committee may require, as a
condition of the exercise of such option, the optionee to (x) pay the Company an
amount equal to the amount of tax the Company may be required to withhold to
obtain a deduction for federal income tax purposes as a result of the exercise
of such option by the optionee or (y) make such other arrangements with the
Company which would enable the Company to pay such withholding tax, including,
without limitation, holding back a number of shares issuable

B-2
<PAGE> 31

upon exercise of the option equal to the amount of such withholding tax, or
permitting the optionee to deliver a promissory note in a form specified by the
Committee or withhold taxes from other compensation payable to the optionee by
the Company, or (z) a combination of the foregoing.

8. TERMINATION OF RELATIONSHIP-EXERCISE THEREAFTER. In the event the
relationship between the Company and an optionholder is terminated for any
reason other than death, permanent disability or retirement, such optionholder's
options shall expire and all rights to purchase shares pursuant thereto shall
terminate immediately. The Committee may, in its sole discretion, permit any
option to remain exercisable for such period after such termination as the
Committee may prescribe, but in no event after the expiration date of the
option. Temporary absence from employment or as a consultant because of illness,
vacation, approved leaves of absence, and transfers of employment among the
Company and its subsidiaries, shall not be considered to terminate employment or
consulting relationship or to interrupt continuous employment or consulting
relationship.

In the event of termination of said relationship because of death,
permanent disability (as that term is defined in Section 22(e)(3) of the Code,
as now in effect or as subsequently amended), or retirement, the option may be
exercised in full, without regard to any installments established under Section
6 hereof, by the optionee or, if he is not living, by his heirs, legatees or
legal representative (as the case may be) during its specified term prior to
three years after the date of death, permanent disability or retirement, or such
longer period as the Committee may prescribe, but in no event after the
expiration date of the option.

9. NON-TRANSFERABILITY OF OPTIONS. During the lifetime of the optionee,
options shall be exercisable only by the optionee, and options shall not be
assignable or transferable by the optionee otherwise than by will or by the laws
of descent and distribution, or pursuant to a qualified domestic relations order
as defined by the Code, or Title I of the Employee Retirement Income Security
Act of 1974, as amended, or the rules thereunder.

10. ADJUSTMENT. The number of shares subject to the Plan and to options
granted under the Plan shall be adjusted as follows: (a) in the event that the
outstanding shares of Common Stock of the Company is changed by any stock
dividend, stock split or combination of shares, the number of shares subject to
the Plan and to options granted hereunder shall be proportionately adjusted; (b)
in the event of any merger, consolidation or reorganization of the Company with
any other corporation or corporations, these shall be substituted, on an
equitable basis as determined by the Committee, for each share of Common Stock
then subject to the Plan, whether or not at the time subject to outstanding
options, the number and kind of shares of stock or other securities to which the
holders of shares of Common Stock of the Company will be entitled pursuant to
the transaction; and (c) in the event of any other relevant change in the
capitalization of the Company, the Committee shall provide for an equitable
adjustment in the number of shares of Common Stock then subject to the Plan,
whether or not then subject to outstanding options. In the event of any such
adjustment, the purchase price per share shall be proportionately adjusted.

11. NO IMPAIRMENT OF RIGHTS. Nothing contained in the Plan or any option
granted pursuant to the Plan shall confer upon any optionee any right to be
continued in the employment of the Company or any subsidiary of the Company or
to be continued as a consultant to the Company or any subsidiary of the Company
or interfere in any way with the right of the Company or its subsidiaries to
terminate such employment or consulting relationship and/or to remove any
optionee who is a director from service on the Board of Directors of the Company
at any time in accordance with the provisions of applicable law.

12. AMENDMENT OF PLAN. The Board of Directors of the Company may amend or
discontinue the Plan at any time. However, no such amendments or discontinuance
shall be made without the requisite stockholder approval of the stockholders of
the Company if stockholder approval is required as a condition to the Plan
continuing to comply with the provisions of Rule 16b-3 of the 1934 Act or
Section 162(m) of the Code.

13. GOVERNANCE BY RULE 16B-3. The Plan is intended to and shall be
governed by Rule 16b-3 promulgated under the 1934 Act.

14. EFFECTIVE DATE. On February 12, 1996, this Plan was adopted and
authorized by the Board of Directors of the Company for submission to the
stockholders of the Company. If this Plan is approved by an

B-3
<PAGE> 32

affirmative vote of the holders of a majority of the shares of Common Stock
voting in person or by proxy at a duly held stockholders' meeting, this Plan
shall be deemed to have become effective on February 12, 1996. With respect to
any options granted on or after such effective date and prior to stockholder
approval, all options shall be canceled and void if this Plan is not approved by
stockholders within one year of the date of the Board's adoption hereof,
provided, however, that all options granted pursuant to the Republic Industries,
Inc. 1995 Employee Stock Option Plan, which was approved by stockholders
effective as of June 8, 1995, shall remain valid in accordance with its terms.

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<PAGE> 33

(PRINTED ON RECYCLED PAPER LOGO)
<PAGE> 34

APPENDIX C

PROXY

REPUBLIC INDUSTRIES, INC.

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

H. Wayne Huizenga and Harris W. Hudson each with power of substitution, are
hereby authorized to vote all stock which the undersigned would be entitled to
vote if personally present at the Annual Meeting of Stockholders of Republic
Industries, Inc. to be held on May 10, 1996, or any postponements or
adjournments thereof, as indicated on the reserve side.

THIS PROXY WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED BY
THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED
FOR THE ELECTION OF ALL NOMINEES AND FOR PROPOSALS 2 THROUGH 5 SET FORTH ON THE
OTHER SIDE. As to any other matter, said Proxies shall vote in accordance with
their best judgment.

The undersigned hereby acknowledges receipt of the Notice of Annual Meeting
of Stockholders, the Proxy Statement and the Annual Report for the fiscal year
ended December 31, 1995 furnished herewith.

(Continued and to be signed on reverse side)

REPUBLIC INDUSTRIES, INC.

P.O. BOX 11382

NEW YORK, N.Y. 10203-0362

<TABLE>
<S> <C> <C> <C>
1. Election of Directors: / / FOR all nominees listed / / WITHHOLD AUTHORITY to vote / / *EXCEPTIONS (FOR all
below for all nominees listed nominees except as
below indicated in space below)
</TABLE>

A VOTE FOR ALL NOMINEES IS RECOMMENDED BY THE BOARD OF DIRECTORS. Nominees: H.
Wayne Huizenga, Michael G. DeGroote, Harris W. Hudson, J.P. Bryan, Rick L.
Burdick, George D. Johnson, Jr. and John J. Melk.

* INSTRUCTIONS:To withhold authority to vote for any individual nominee, mark
the "Exceptions" box and write that nominee's name in the space
provided below.)

<TABLE>

Exceptions
-------------------------------------------------------------------------------------------------------------------
<S> <C>
2. Approval of Amendment to Certificate of Incorporation. 3. Approval of Amendment to 1995 Employee Stock Option
FOR / / AGAINST / / ABSTAIN / / Plan.
A vote FOR is recommended by the Board of Directors. FOR / / AGAINST / / ABSTAIN / /
A vote FOR is recommended by the Board of Directors.
4. Ratification, confirmation and approval of Executive 5. Ratification of appointment of Arthur Andersen LLP as
Warrants. independent public accountants for 1996.
FOR / / AGAINST / / ABSTAIN / / FOR / / AGAINST / / ABSTAIN / /
A vote FOR is recommended by the Board of Directors. A vote FOR is recommended by the Board of Directors.
6. In their discretion, on such other matters as may
properly come before the meeting.
</TABLE>

/ / Change of Address and or Comments Mark Here

Please sign exactly as name
appears hereon. When shares are
held by joint tenants, both
should sign. If acting as
attorney, executor, trustee, or
in any representative capacity,
sign name and title.

Dated , 1996
---------------------

--------------------------------
Signature

--------------------------------
Signature if held jointly

/ / Votes must be indicated (x)
in Black or Blue ink.

PLEASE MARK, SIGN, DATE AND PROMPTLY RETURN THIS PROXY CARD USING THE ENCLOSED
ENVELOPE.