UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
Republic Industries, Inc.
- -----------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
- -----------------------------------------------------------------
(Title of Class of Securities)
76051610
- -----------------------------------------------------------------
(CUSIP Number)
Rosalie V. Arthur
110 S.E. 6th Street
29th Floor
Fort Lauderdale, Florida 33301
(954) 527-4777
with copies to:
Valerie Ford Jacob, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, NY 10004
(212) 859-8158
- -----------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 25, 1996
- -----------------------------------------------------------------
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box [].
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 18 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 76051610 Page 2 of 18 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Michael S. Egan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 8,218
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
None
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON WITH
8,218
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,218 Shares plus the 20,951,584 Shares owned by the
Trusts (as defined below) (other than the 110 Trust)
(as defined below)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1% (or approximately 9.0% if Trust
Shares are included)
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 76051610 Page 3 of 18 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
The Michael S. Egan Living Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 16,686,549
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
None
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON WITH 16,686,549
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
16,686,549 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approximately 7.2%
14 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 76051610 Page 4 of 18 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
The Michael S. Egan Grantor Retained Annuity
Trust for Sarah Egan Mooney
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 853,007
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
None
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON WITH 853,007
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
853,007 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approximately 0.4%
14 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 76051610 Page 5 of 18 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
The Michael S. Egan Grantor Retained Annuity Trust
for Eliza Shenners Egan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 853,007
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
None
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON WITH 853,007
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
853,007 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approximately 0.4%
14 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 76051610 Page 6 of 18 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
The Michael S. Egan Grantor Retained Annuity
Trust for Catherine Lewis Egan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 853,007
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
None
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON WITH 853,007
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
853,007 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approximately 0.4%
14 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 76051610 Page 7 of 18 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
The Michael S. Egan Grantor Retained Annuity
Trust for Teague Michael Thomas Egan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 853,007
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
None
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON WITH 853,007
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
853,007 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approximately 0.4%
14 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 76051610 Page 8 of 18 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
The Michael S. Egan Grantor Retained Annuity
Trust for Riley Martin Michael Egan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 853,007
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
None
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON WITH 853,007
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
853,007 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approximately 0.4%
14 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 76051610 Page 9 of 18 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
The 110 Group Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 74
BENEFICIALLY
OWNED BY EACH 8 SHARED VOTING POWER
None
REPORTING
9 SOLE DISPOSITIVE POWER
PERSON WITH 74
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14 TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
ITEM 1. SECURITY AND ISSUER
The name of the issuer is Republic Industries, Inc.
(the "Issuer"). The Issuer is organized under the laws of the
State of Delaware and its principal executive offices are located
at 200 East Las Olas Boulevard, Suite 1400, Ft. Lauderdale,
Florida 33301. The class of equity securities to which this
statement relates are shares of common stock, $.01 par value per
share (the "Common Stock"), of the Issuer.
ITEM 2. IDENTITY AND BACKGROUND
(a) The persons filing this schedule are The Michael
S. Egan Grantor Retained Annuity Trust for Sarah Egan Mooney (the
"Sarah Egan Mooney GRAT"), The Michael S. Egan Grantor Retained
Annuity Trust for Eliza Shenners Egan (the "Eliza Shenners Egan
GRAT"), The Michael S. Egan Grantor Retained Annuity Trust for
Catherine Lewis Egan (the "Catherine Lewis Egan GRAT"), The
Michael S. Egan Grantor Retained Annuity Trust for Teague Michael
Thomas Egan (the "Teague Michael Thomas Egan GRAT"), The Michael
S. Egan Grantor Retained Annuity Trust for Riley Martin Michael
Egan (the "Riley Martin Michael Egan GRAT") (collectively the
"GRAT Trusts"), The Michael S. Egan Living Trust (the "Egan
Trust"), the 110 Group Trust (the "110 Trust) (collectively with
the GRAT Trusts and the Egan Trust, the "Trusts"), and Michael S.
Egan ("Egan) (collectively with the Trusts, the "Reporting
Persons").
While the Reporting Persons may be deemed to constitute
a "group" for purposes of Sections 13(d) of the Securities Act of
1933, as amended, (the "Act"), the Reporting Persons disclaim
that any such group exists.
The following are the trustees (the "Trustees" and
collectively with the Reporting Persons, the "Subject Persons")
of the Reporting Persons which are trusts:
Name of Trust Trustees
------------- ---------
Egan Trust Michael S. Egan
Sarah Egan Mooney GRAT Michael S. Egan
Rosalie V. Arthur
Dennis Dustin Smith
W. A. Bryan Patten
Eliza Shenners Egan GRAT Michael S. Egan
Rosalie V. Arthur
Dennis Dustin Smith
W. A. Bryan Patten
Page 10 of 18 Pages
<PAGE>
Catherine Lewis Egan GRAT Michael S. Egan
Rosalie V. Arthur
Dennis Dustin Smith
W. A. Bryan Patten
Teague Michael Thomas Egan GRAT Michael S. Egan
Rosalie V. Arthur
Dennis Dustin Smith
W. A. Bryan Patten
Riley Martin Michael Egan GRAT Michael S. Egan
Rosalie V. Arthur
Dennis Dustin Smith
W. A. Bryan Patten
110 Trust S. Jacqueline Egan
Rosalie V. Arthur
Dennis Dustin Smith
(b) The business address of each of the Reporting
Persons is 110 S.E. 6th Street, 29th Floor, Fort Lauderdale,
Florida 33301.
(c) The Reporting Persons which are trusts were
established for the benefit of their respective beneficiaries.
Egan is the Chairman of the Board and CEO of Alamo Rent-A-Car,
Inc. (a wholly owned subsidiary of the Issuer, engaged in the car
rental business), located at 110 S.E. 6th Street, 29th Floor,
Fort Lauderdale, Florida 33301. S. Jacqueline Egan is the
wife of Michael S. Egan and her address is 110 S.E. 6th Street,
29th Floor, Fort Lauderdale, Florida 33301. Rosalie
Arthur is a Senior Director in the Office of the Chairman at
Territory Blue, Inc., located at 110 S.E. 6th Street, 29th
Floor, Fort Lauderdale, Florida 33301. W. A. Bryan Patten is
a Chartered Financial Advisor at the Investment Firm of Patten
& Patten, Inc., located at 520 Lookout Street, Chattanooga,
Tennessee 37403. Dennis Dustin Smith is a partner at the law
firm of Tripp, Scott, Conklin & Smith, located at 110 S.E. 6th
Street, 28th Floor, Fort Lauderdale, Florida 33301. Rosalie
Arthur is the Senior Director of Alamo Rent-A-Car, Inc., located
at 110 S.E. 6th Street, 29th Floor, Fort Lauderdale, Florida
33301.
(d) During the past five years, none of the Subject
Persons have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) During the past five years, none of the Subject
Persons have been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Page 11 of 18 Pages
<PAGE>
(f) The Reporting Persons which are trusts were each
established under the laws of Florida. Egan and the Trustees are
each citizens of the United States of America.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
On November 25, 1996, in exchange for the interests
previously held by the Reporting Persons in the Conveyed Entities
(as defined below) and pursuant to other provisions of the Plan
of Reorganization (as defined below), the Reporting Persons
acquired in the aggregate 20,959,876 shares of Common Stock (the
"Shares") pursuant to an Agreement and Plan of Reorganization
(the "Plan of Reorganization"), by and among (i) Alamo
Acquisition Corp., a Florida corporation, Alamo (Canada)
Acquisition Corp., a Florida corporation, Alamo (Belgium)
Acquisition Corp., a Florida corporation, Territory Blue
Acquisition Corp., a Florida corporation, Tower Advertising Group
Acquisition Corp., a Florida corporation, Green Corn Acquisition
Corp., a Florida corporation, Guy Salmon Acquisition Corp., a
Florida corporation, Alasys Acquisition Corp., a Florida
corporation, Tripperoo Wings Acquisition Corp., a Florida
corporation, Rising Moon Acquisition Corp., a Florida
corporation, Alamo (Puerto Rico) Acquisition Corp., a Delaware
corporation, Alamo Sales Acquisition Corp., a Florida
corporation, Risk Management Acquisition Corp., a Florida
corporation, Fleet Acquisition Corp., a New York corporation,
Alamo Leasing Acquisition Corp., a Florida corporation, Alamo
Automobile Acquisition Corp., a Florida corporation, Alamo
Shuttle Acquisition Corp., a Florida corporation, Tower
Restaurants Acquisition Corp., a Florida corporation, Tower Food
Acquisition Corp., a Florida corporation, and Corporate Planners
Acquisition Corp., a Florida corporation; (ii) Alamo Rent-a-Car,
Inc., a Florida corporation, Alamo Rent-a-Car (Canada), Inc., a
Florida corporation, Alamo Rent-a-Car (Belgium), Inc., a Florida
corporation, Territory Blue, Inc., a Florida corporation, Tower
Advertising Group, Inc., a Florida corporation, Green Corn, Inc.,
a Florida corporation, Guy Salmon USA, Inc., a Florida
corporation, Alasys, Inc., a Florida corporation, Tripperoo
Wings, Inc., a Florida corporation, Rising Moon, Inc., a Florida
corporation, Alamo Rent-A-Car (Puerto Rico), Inc., a Delaware
corporation, Alamo International Sales, Inc., a Florida
corporation, Risk Management Reengineering Assurance Group, a
Cayman Islands company, AFL Fleet Funding, Inc., a New York
corporation, Alamo Leasing Corp., a Florida corporation, Alamo
Automobile Sales, Inc., a Florida corporation, Alamo Shuttle,
Inc., a Florida corporation, 110 Tower Restaurants, Inc., a
Florida corporation, Tower Food & Beverage, Inc., a Florida
corporation, Corporate Planners & Developers, Inc., a Florida
corporation, Alasys, Ltd., a Florida limited partnership, Guy
Salmon USA, Ltd., a Florida limited partnership, DKBERT Assoc., a
Florida general partnership and RKCTR, a Florida general
partnership (collectively, the "Conveyed Entities"); (iii) the
Issuer; (iv) the Reporting Persons; and (v) Norman D. Tripp and
William H. Kelly, Jr.
S. Jacqueline Egan used personal funds and borrowings
pursuant to a margin account to purchase 3,500 shares of
Common Stock which she beneficially owns. The total purchase
price for the shares was $99,972.25. Dennis Dustin Smith used
personal funds to purchase 500 shares of Common Stock which he
beneficially owns. The total purchase price for the shares was
$14,736.74.
Page 12 of 18 Pages
<PAGE>
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired the Shares for
investment purposes. However, depending upon price, general
economic and stock market conditions and other factors, the
Reporting Persons may sell, or otherwise dispose of, a
significant percentage of the Shares presently owned by them. It
is anticipated that any such sales or dispositions would be
effected from time to time in open market or privately negotiated
transactions. The Reporting Persons are also exploring
alternative transactions in which such Shares might be sold or
otherwise disposed of.
Since the Shares were acquired pursuant to the Plan of
Reorganization, any resale of the Shares is subject to
restrictions imposed under the Act. In connection with the
consummation of the Plan of Reorganization, the Reporting Persons
and the Issuer entered into a Registration Rights Agreement (the
"Registration Rights Agreement"), a copy of which is attached
hereto as Exhibit A and is incorporated herein by reference.
Pursuant to the Registration Rights Agreement, the Company has
agreed to file, as promptly as practicable, a registration
statement (the "Registration Statement") pursuant to Rule 415
promulgated under the Act with the Securities and Exchange
Commission (the "Commission") covering all of the Shares. The
Issuer has agreed to use its best efforts to cause the
Registration Statement to be declared effective as soon as
possible. The Registration Statement is required to remain
effective for a period of at least three years from its effective
date. In addition, at the option of the Reporting Persons, the
Issuer has agreed to include, subject to customary limitations,
the Shares in a registration statement, if any, filed by the
Issuer under the Act covering shares of Common Stock to be issued
by the Issuer on a primary basis. In the Registration Rights
Agreement, the Issuer has agreed to cooperate with the Reporting
Persons to effect the sale of the Shares as the Reporting Persons
may reasonably request (including, without limitation, making its
executive officers available to discuss the business of the
Issuer to potential purchasers of the Shares in conference calls
with investors and analysts).
Since the acquisition of the Conveyed Entities is being
accounted for by the Issuer as a "pooling of interests"
transactions, the Reporting Persons are generally not permitted
to sell or otherwise dispose of their Shares until financial
results covering at least 30 days of combined operations of the
Issuer and the Conveyed Entities have been published within the
meaning of Section 201.01 of the Commission's Codification of
Financial Reporting Policies.
The Reporting Persons reserve the right to acquire
additional shares of Common Stock in the open market, in
privately negotiated transactions or otherwise, depending upon
the price and availability of shares of Common Stock, general
economic and stock market conditions and other factors.
Except as set forth above, the Reporting Persons have
no present plans or intentions that would result in or relate to
(i) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer, (ii) a sale
or transfer of a material amount of assets of the Issuer, (iii)
any change in the present board of the directors or
Page 13 of 18 Pages
<PAGE>
management of the Issuer, (iv) any material change in the present
capitalization or dividend policy of the Issuer, (v) any other
material change in the Issuer's business or corporate structure,
(vi) any change in the Issuer's charter, by-laws or other actions
which may impede the acquisition or control of the Issuer by any
person, (vii) any securities of the Issuer's to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association, (viii) any of the
Issuer's securities becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended or (ix) any action similar to
any of those enumerated above.
While the foregoing represents a range of activities
currently contemplated by the Reporting Persons with respect to
the Common Stock, the intentions and the possible activities of
the Reporting Persons are subject to change at any time.
S. Jacqueline Egan and Dennis Dustin Smith each
acquired their respective shares of Common Stock for investment
purposes, and, depending upon price, general economic and stock
market conditions and other factors, each may sell, or otherwise
dispose of such shares or acquire additional shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) The Shares beneficially owned by the Subject
Persons are as follows:
(i) Egan beneficially owns 8,218 Shares plus the
20,951,584 Shares owned by the Trusts (other
than the 110 Trust) which represent less
than 0.1% (or approximately 9.0% if the Trust
Shares are included) of the outstanding Common
Stock;
(ii) the Egan Trust beneficially owns 16,686,549
Shares which represent approximately 7.2% of
the outstanding Common Stock;
(iii) the Sarah Egan Mooney GRAT beneficially owns
853,007 Shares which represent approximately
0.4% of the outstanding Common Stock;
(iv) the Eliza Shenners Egan GRAT beneficially owns
853,007 Shares which represent approximately
0.4% of the outstanding Common Stock;
(v) the Catherine Lewis Egan GRAT beneficially owns
853,007 Shares which represent approximately
0.4% of the outstanding Common Stock;
(vi) the Teague Michael Thomas Egan GRAT
beneficially owns 853,007 Shares which
represent approximately 0.4% of the outstanding
Common Stock;
(vii) the Riley Martin Michael Egan GRAT beneficially
owns 853,007 Shares which represent
approximately 0.4% of the outstanding Common
Stock;
Page 14 of 18 Pages
<PAGE>
(viii)the 110 Trust beneficially owns 74 Shares which
represent less than 0.1% of the outstanding
Common Stock; and
(ix) S. Jacqueline Egan beneficially owns 3,500
shares which represent less than 0.1 % of the
outstanding Common Stock.
(x) Dennis Dustin Smith beneficially owns 500
shares which represent less than 0.1% of the
outstanding Common Stock.
(b) Egan has voting and dispositive power with regard
to the Shares held by him. The Trustees have voting and
dispositive power with regard to the Shares held by the Reporting
Person for which they serve as a trustee. Under the terms of the
agreement establishing the Trusts (other than the 110 Trust),
Egan has the right to acquire the Shares held by these Trusts and
to substitute other property of equivalent value at the time of
such substitution. Therefore, Egan may be deemed to be the
beneficial owner of such Shares.
(c) Dennis Dustin Smith acquired his 500 shares on
October 9, 1996 in open market transactions.
(d) Rosalie Arthur, Dennis Dustin Smith and W. A.
Bryan Patten, as independent trustees of each of the GRAT Trusts,
have the power to pay to Egan or Egan's spouse or the personal
representatives or other legal representatives of their respective
estates, amounts that such person certifies as being required to
discharge their federal, state or other tax liabilities for income
realized by the GRAT Trusts and not otherwise distributed to Egan
or Egan's spouse.
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF
THE ISSUER
Except as described herein, the Reporting Persons are
not a party to any contracts, arrangements, understandings or
relationships with any person with respect to the Issuer's
securities.
The Reporting Persons are parties to the Registration
Rights Agreement. The description of that agreement is set forth
in Item 4, which description is incorporated herein by reference.
In the Registration Rights Agreement, the Issuer has
also agreed to pay all expenses incident to the Issuer's
performance or compliance with the Registration Rights Agreement
as well as the reasonable fees and expenses of not more than one
counsel to the Reporting Persons and the other parties to the
Registration Rights Agreement in connection with each
registration statement filed pursuant thereto. However, the
Reporting Persons will be responsible for any applicable sales,
brokers or underwriter's commission. The Issuer also has agreed
to indemnify any Reporting Person against certain liabilities,
including liabilities under the Act. Pursuant to the terms
of the Registration Rights Agreement, the Issuer has
agreed to
Page 15 of 18 Pages
<PAGE>
cooperate with the Reporting Persons to effect the sale
of the Shares as the Reporting Persons may reasonably request
(including, without limitation, making its executive officers
available to discuss the business of the Issuer to potential
purchasers of the Shares in conference calls with investors and
analysts).
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS
Exhibit A Registration Rights Agreement
Exhibit B Written agreement relating to the filing of a
joint statement as required by Rule 13d-1(f)
under the Securities Exchange Act of 1934.
Page 16 of 18 Pages
<PAGE>
SIGNATURE PAGE
---------------
After reasonable inquiry and to the best of our knowledge and
belief, we certify that the information set forth in this
statement is true, complete and correct.
Dated:December 4, 1996
THE MICHAEL S. EGAN LIVING
TRUST
By: /s/ Michael S. Egan
---------------------
Name: Michael S. Egan
---------------------
Title: Trustee
THE MICHAEL S. EGAN GRANTOR
RETAINED ANNUITY TRUST FOR
SARAH EGAN MOONEY
By: /s/ Michael S. Egan
---------------------
Name: Michael S. Egan
---------------------
Title: Trustee
THE MICHAEL S. EGAN GRANTOR
RETAINED ANNUITY TRUST FOR
ELIZA SHENNERS EGAN
By: /s/ Michael S. Egan
---------------------
Name: Michael S. Egan
---------------------
Title: Trustee
THE MICHAEL S. EGAN GRANTOR
RETAINED ANNUITY TRUST FOR
CATHERINE LEWIS EGAN
By: /s/ Michael S. Egan
---------------------
Name: Michael S. Egan
---------------------
Title: Trustee
Page 17 of 18 Pages
<PAGE>
THE MICHAEL S. EGAN GRANTOR
RETAINED ANNUITY TRUST FOR
TEAGUE MICHAEL THOMAS EGAN
By: /s/ Michael S. Egan
---------------------
Name: Michael S. Egan
---------------------
Title: Trustee
THE MICHAEL S. EGAN GRANTOR
RETAINED ANNUITY TRUST FOR
RILEY MARTIN MICHAEL EGAN
By: /s/ Michael S. Egan
---------------------
Name: Michael S. Egan
---------------------
Title: Trustee
THE 110 GROUP TRUST
By: /s/ Rosalie Arthur
---------------------
Name: Rosalie Arthur
---------------------
Title: Trustee
MICHAEL S. EGAN
By: /s/ Michael S. Egan
---------------------
Name: Michael S. Egan
---------------------
Page 18 of 18 Pages
<PAGE>
EXECUTION COPY
REGISTRATION RIGHTS AGREEMENT
by and among
REPUBLIC INDUSTRIES, INC.,
MICHAEL S. EGAN,
THE MICHAEL S. EGAN LIVING TRUST,
THE 110 GROUP TRUST,
THE MICHAEL S. EGAN GRANTOR RETAINED ANNUITY TRUST FOR
SARAH EGAN MOONEY,
THE MICHAEL S. EGAN GRANTOR RETAINED ANNUITY TRUST FOR
ELIZA SHENNERS EGAN,
THE MICHAEL S. EGAN GRANTOR RETAINED ANNUITY TRUST FOR
CATHERINE LEWIS EGAN,
THE MICHAEL S. EGAN GRANTOR RETAINED ANNUITY TRUST FOR
TEAGUE MICHAEL THOMAS EGAN,
THE MICHAEL S. EGAN GRANTOR RETAINED ANNUITY TRUST FOR
RILEY MARTIN MICHAEL EGAN,
NORMAN D. TRIPP,
and
WILLIAM H. KELLY, JR.
Dated as of November 25, 1996
Table of Contents
Page
1. Definitions.........................................2
2. Registration Under Securities Act, etc..............3
2.1 Shelf Registration..............................3
2.2 Underwritten Piggyback Offerings................3
2.3 Registration Procedures.........................5
2.4 Holdback Agreements............................11
2.5 Indemnification and Contribution...............11
2.6 Miscellaneous..................................15
3. Rule 144...........................................16
4. Amendments and Waivers.............................16
5. Nominees for Beneficial Owners.....................16
6. Notice.............................................16
7. Successors and Assigns.............................18
8. Headings...........................................18
9. Governing Law......................................18
10. Severability.......................................18
11. No Conflicting Agreements..........................19
12. Recapitalizations, etc.............................19
13. Counterparts.......................................19
14. Entire Agreement...................................19
15. Remedies...........................................19
16. Further Assurances.................................19
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT (the "Agreement") is
made as of this 25th day of November, 1996, by and among
Republic Industries, Inc., a Delaware corporation (the
"Company"), Michael S. Egan, the Michael S. Egan Living Trust,
the 110 Group Trust, the Michael S. Egan Grantor Retained
Annuity Trust for Sarah Egan Mooney, the Michael S. Egan
Grantor Retained Annuity Trust for Eliza Shenners Egan, the
Michael S. Egan Grantor Retained Annuity Trust for Catherine
Lewis Egan, the Michael S. Egan Grantor Retained Annuity Trust
for Teague Michael Thomas Egan, the Michael S. Egan Grantor
Retained Annuity Trust for Riley Martin Michael Egan,
Norman D. Tripp and William H. Kelly, Jr. (collectively, the
"Shareholders").
Background
-----------
This Registration Rights Agreement is being entered
into to provide certain registration rights with respect to
the shares of common stock, par value $.01 per share (the
"Common Stock"), of the Company issuable to the Shareholders
upon consummation of the transactions contemplated by the
Agreement and Plan of Reorganization (the "Plan of
Reorganization"), dated November 6, 1996 by and among (i)
Alamo Acquisition Corp., a Florida corporation, Alamo (Canada)
Acquisition Corp., a Florida corporation, Alamo (Belgium)
Acquisition Corp., a Florida corporation, Territory Blue
Acquisition Corp., a Florida corporation, Tower Advertising
Group Acquisition Corp., a Florida corporation, Green Corn
Acquisition Corp., a Florida corporation, Guy Salmon
Acquisition Corp., a Florida corporation, Alasys Acquisition
Corp., a Florida corporation, Tripperoo Wings Acquisition
Corp., a Florida corporation, Rising Moon Acquisition Corp., a
Florida corporation, Alamo (Puerto Rico) Acquisition Corp., a
Delaware corporation, Alamo Sales Acquisition Corp., a Florida
corporation, AFL Fleet Acquisition Corp., a New York
corporation, Alamo Leasing Acquisition Corp., a Florida
corporation, Alamo Shuttle Acquisition Corp., a Florida
corporation, Tower Restaurants Acquisition Corp., a Florida
corporation, Tower Food Acquisition Corp., a Florida
corporation, and Corporate Planners Acquisition Corp., a
Florida corporation; (ii) Alamo Rent-a-Car, Inc., a Florida
corporation, Alamo Rent-a-Car (Canada), Inc. a Florida
corporation, Alamo Rent-a-Car (Belgium), Inc., a Florida
corporation, Territory Blue, Inc., a Florida corporation,
Tower Advertising Group, Inc., a Florida corporation, Green
Corn, Inc., a Florida corporation, Guy Salmon USA, Inc., a
Florida corporation, Alasys, Inc., a Florida corporation,
Tripperoo Wings, Inc., a Florida corporation, Rising Moon
Inc., a Florida corporation, Alamo Rent-A-Car (Puerto Rico)
Inc., a Delaware corporation, Alamo International Sales, Inc.,
a Florida corporation, Risk Management Reengineering Assurance
Group, a Cayman Islands company, AFL Fleet Funding , Inc., a
New York corporation, Alamo Leasing Corp., a Florida
corporation, Alamo Automobile Sales, Inc., a Florida
corporation, Alamo Shuttle, Inc., a Florida corporation, 110
Tower Restaurants, Inc., a Florida corporation, Tower Food &
Beverage, Inc., a Florida corporation, Corporate Planners &
Developers, Inc., a Florida corporation, Alasys, Ltd., a
Florida limited partnership, Guy Salmon USA, Ltd., a Florida
limited partnership, DKBERT ASSOC., a Florida general
partnership and RKCTR, a Florida general partnership
(collectively, the "Conveyed Entities"); (iii) Republic
Industries, Inc., a Delaware corporation; (iv) Michael S. Egan
and the Michael S. Egan Living Trust, the 110 Group Trust, the
Michael S. Egan Grantor Retained Annuity Trust for Sarah Egan
Mooney, the Michael S. Egan Grantor Retained Annuity Trust for
Eliza Shenners Egan, the Michael S. Egan Grantor Retained
Annuity Trust for Catherine Lewis Egan, the Michael S. Egan
Grantor Retained Annuity Trust for Teague Michael Thomas Egan
and Michael S. Egan Grantor Retained Annuity Trust for Riley
Martin Michael Egan; and (v) Norman D. Tripp and William H.
Kelly, Jr.
The Company and the Shareholders covenant and agree
as follows:
1. Definitions. As used herein, the following terms
have the following respective meanings. Capitalized terms
used, but not defined, in this Agreement shall have the
meanings ascribed to such terms in the Plan of Reorganization:
"Commission" means the Securities and Exchange
Commission or any other federal agency at the time
administering the Securities Act.
"Exchange Act" means the Securities Exchange Act of
1934, as amended, or any similar federal statute, and the
rules and regulations of the Commission thereunder, all as the
same shall be in effect at the time. Reference to a
particular section of the Securities Exchange Act of 1934, as
amended, shall include a reference to the comparable section,
if any, of any such similar federal statute.
"Holder" or "Holders" means a signatory hereto who
shall acquire, or has the right to acquire, Registrable
Securities, whether or not such acquisition has actually been
effected and disregarding any legal restrictions upon the
exercise of such right.
"Person" means a corporation, an association, a
partnership, an organization, a business, a trust, an
individual, a governmental or political subdivision thereof or
a governmental agency.
"Registrable Securities" means any shares of the
Common Stock, owned by or issuable to the Shareholders as a
result of the transactions contemplated by the Plan of
Reorganization. As to any particular Registrable Securities,
once issued such securities shall cease to be Registrable
Securities when (a) a registration statement with respect to
the sale of such securities shall have become effective under
the Securities Act and such securities shall have been
disposed of in accordance with such registration statement,
(b) they shall have been sold as permitted by, and in
compliance with, Rule 144 (or successor provision) promulgated
under the Securities Act, (c) they shall have been otherwise
transferred, new certificates for them not bearing a legend
restricting further transfer under the Securities Act shall
have been delivered by the Company and subsequent public
distribution of them shall not require registration of them
under the Securities Act, or (d) they shall have ceased to be
outstanding.
"Securities Act" means the Securities Act of 1933,
or any similar federal statute, and the rules and regulations
of the Commission thereunder, all as the same shall be in
effect at the time. References to a particular section of the
Securities Act of 1933 shall include a reference to the
comparable section, if any, of any such similar federal
statute.
2. Registration Under Securities Act, etc.
---------------------------------------
2.1. Shelf Registration. A registration statement
pursuant to Rule 415 under the Securities Act on any
appropriate form under the Securities Act (the "Shelf
Registration") which covers the resale or other disposition of
the Registrable Securities by the Holders thereof in
accordance with the intended methods of distribution as
specified by the Holders at any time and from time to time,
shall be filed with the Commission as promptly as practicable.
The Company shall use its best efforts to cause the Shelf
Registration to be declared effective as soon as possible
thereafter. The Shelf Registration shall remain effective for
a period of at least three years from the effective date of
the Shelf Registration.
2.2. Underwritten Piggyback Offerings.
--------------------------------
(a) Piggyback Rights. Each such time the Company
proposes to register any of its securities under the
Securities Act (except for the registration of securities in
connection with mergers, acquisitions, exchange offers,
subscription offers, dividend reinvestment plans or stock
option or other executive employee benefit or compensation
plans) and such securities are to be distributed by or through
one or more underwriters, the Company will provide prompt
notice to each Holder of its intention to undertake such
registration and of each such Holder's rights to participate
in such registration as hereinafter provided. Each Holder ("a
Requesting Holder") desiring to include any or all Registrable
Securities owned by such Holder in such registration shall
have 10 days after receipt of such notice to notify the
Company of its intention. The Company shall use its best
efforts to arrange for such underwriter(s) to include all the
Registrable Securities intended to be disposed of by such
Requesting Holder among the securities of the Company to be
distributed by such underwriter(s) (an "Underwritten Piggyback
Offering"). In no event, however, shall the aggregate number
of Registrable Securities to be sold by all the Requesting
Holders be less than a number of shares equal to 10% of the
primary shares being offered by the Company (after giving
effect to any stock split, reclassifications or other change
in the Company's capital structure in connection with any
underwritten offering) (the "Required Amount"). The Holders
owning Registrable Securities to be distributed by such
underwriter(s) shall be parties to the underwriting agreement
between the Company and such underwriter(s) and may, at their
option, require that any or all of the representations and
warranties by, and the other agreements on the part of, the
Company to and for the benefit of such underwriter(s) shall
also be made to and for the benefit of such Holders and that
any or all of the conditions precedent to the obligations of
such underwriter(s) under such underwriting agreement be
conditions precedent to the obligations of such Holders. Any
such Requesting Holder shall not be required to make any
representations or warranties to or agreements with the
Company other than representations, warranties or agreements
regarding such Requesting Holder, such Requesting Holder's
Registrable Securities and such Requesting Holder's intended
method of distribution or any other representations required
by law.
(b) Priority. If the managing underwriter(s) of
any Underwritten Piggyback Offering shall inform the Company
in writing of its belief that the number of Registrable
Securities requested by the Requesting Holders to be included
in such registration would materially adversely affect such
Underwritten Piggyback Offering, then the Company will include
in such Underwritten Piggyback Offering the number which the
Company is so advised by the managing underwriter can be sold
in (or during the time of) such Offering in the following
order of priority: first, all of the shares of Common Stock
that the Company proposes to include in such Offering and,
second, the Registrable Securities requested to be included in
such Offering by Requesting Holders, pro rata in proportion to
the number of Registrable Securities requested to be included
in such Offering by each of them, provided, that in no event
may the number of Registrable Securities included in such
Offering be less than the Required Amount. Notwithstanding
any agreement to the contrary, the Requesting Holders shall
have priority over all other Persons having similar
registration rights.
(c) Number. Notwithstanding anything in this
Section 2.2 to the contrary, in no event will the Company be
required to register Registrable Securities of any Holder on
more than one occasion; provided, however, that a
registration pursuant to this Section 2.2 shall not be deemed
to have been effected (i) unless a registration statement with
respect thereto has become effective and has been kept
continuously effective for a period of at least 120 days (or
such shorter period which will terminate when all the
Registrable Securities covered by such registration statement
have been sold pursuant thereto), (ii) if after it has become
effective, such registration is interfered with by any stop
order, injunction or other order or requirement of the
Commission or other governmental agency or court for any
reason and has not thereafter become effective, or (iii) if
the conditions to closing specified in the underwriting
agreement, if any, entered into in connection with such
registration are not satisfied or waived. The Holders shall
have the right to withdraw their request for inclusion of
their Registrable Securities in any registration statement
pursuant to this Section 2.2 by giving written notice to the
Company of its request to withdraw, as soon as reasonably
practicable, and in any case, prior to the execution of the
underwriting agreement, in the case of an underwritten
offering, or at any time, in all other cases; provided that
any such withdrawn request shall not be deemed to be a request
pursuant to this Section and any Holder who withdraws such
request may at a future time make an additional request to the
Company pursuant to this Section to register his Registrable
Securities.
2.3. Registration Procedures.
-----------------------
(a) Company. In connection with the Company's
registration obligations pursuant to Sections 2.1 and 2.2, the
Company will use its best efforts to effect the sale of the
Registrable Securities in accordance with the intended method
or methods of distribution specified by the Holders (which may
include block trades) at any time and from time to time, and
pursuant thereto the Company will:
(i) prepare and file with the Commission the
requisite registration statement to effect such
registration and thereafter use its best efforts to cause
such registration statement to become effective and
remain effective;
(ii) comply with the provisions of the
Securities Act applicable to it with respect to the
disposition of all securities covered by such
registration statement during the applicable period in
accordance with the intended methods of disposition by
the sellers thereof set forth in such registration
statement or supplement to such prospectus;
(iii) furnish to the Holders in connection
with the preparation and filing of each registration
statement, and their underwriter(s), if any, and their
respective counsel and accountants, copies of all such
documents proposed to be filed, including each amendment
thereof or supplement thereto, sufficiently in advance of
filing to provide them with a reasonable opportunity to
review such documents and comment thereon, and give each
of them such access to its books and records, to the
extent customarily given to underwriters of the Company's
securities, and such opportunities to discuss the
business of the Company with its executive officers and
other personnel and the independent public accountants
who have certified its financial statements as shall be
necessary, in the opinion of such Holders' and such
underwriters' respective counsel, to conduct a reasonable
investigation within the meaning of the Securities Act;
(iv) if reasonably requested by any Holder to
which a prospectus relates, or any managing underwriter,
if any, immediately incorporate in a prospectus
supplement, final prospectus supplement or post-effective
amendment such information the Holder or managing
underwriter(s), if any, or their respective counsel
reasonably requests to be included therein, including,
without limitation, information with respect to the
number of Registrable Securities being sold to such
underwriter or underwriters, if any, if applicable, the
purchase price being paid therefor by such underwriter or
underwriters, if any, and with respect to any other terms
of underwritten offering of the Registrable Securities to
be sold in such offering;
(v) promptly notify each Holder included in the
registration statement, their counsel and the managing
underwriter(s), if any, and (if requested by any such
Person) confirm such notice, in writing after the Company
shall receive notice or obtain knowledge thereof of any
of the following: (1) when a prospectus or any
prospectus supplement or post-effective amendment has
been filed, and, with respect to a registration statement
or any post-effective amendment, when the same has become
effective, (2) of any request by the Commission for
amendments or supplements to a registration statement or
related prospectus or for additional information, (3) of
the issuance by the Commission of any stop order
suspending the effectiveness of a registration statement
or the initiation of any proceedings for that purpose,
(4) if at any time the representations and warranties of
the Company contained in agreements relating to any
offering or filing cease to be true and correct, (5) of
the receipt by the Company of any notification with
respect to the suspension of the qualification of any of
the Registrable Securities for sale in any jurisdiction
or the initiation or threatening of any proceeding for
such purpose, (6) of the happening of any event as a
result of which the prospectus included in the
registration statement, as then in effect, contains any
untrue statement of a material fact or omits to state any
material fact required to be stated therein or necessary
to make the statements therein, in the case of the
prospectus, supplement or any preliminary prospectus or
preliminary supplement, in light of the circumstances
under which they were made, not misleading, and (7) of
the Company's reasonable determination that a post-
effective amendment to a registration statement would be
appropriate or that there exist circumstances not yet
disclosed to the public which make further sales under
such registration statement inadvisable pending such
disclosure and post-effective amendment;
(vi) immediately upon the occurrence of any
event contemplated by subdivision (v) of this Section
2.3(a), prepare and promptly file, if the occurrence of
such event requires such preparation, a supplement to or
post-effective amendment to the registration statement or
related prospectus or any document incorporated therein
by reference or file any other required document so that,
as thereafter delivered to the purchasers of the
Registrable Securities being sold thereunder, such
registration statement and prospectus (including any
prospectus supplement) will not contain an untrue
statement of a material fact or omit to state any
material fact necessary to make the statements therein
not misleading;
(vii) furnish, without charge, to each
Holder owning Registrable Securities covered by such
registration statement, their counsel and each managing
underwriter, if any, without charge (1) one manually-
signed copy of any registration statement and any post-
effective amendments thereto, including financial
statements, schedules and statistical data, and, upon
request all documents incorporated therein by reference
and all exhibits (including those incorporated by
reference), and (2) as many copies of such registration
statement and of each such amendment and supplement
thereto (in each case including all exhibits) of the
prospectus contained in such registration statement
(including each preliminary prospectus and any summary
prospectus), any preliminary or final prospectus
supplement and any other prospectus filed under Rule 424
under the Securities Act as such Holder, such Holder's
counsel or such managing underwriter request;
(viii) (1) register or qualify all
Registrable Securities and other securities covered by
such registration statement under such other securities
or blue sky laws of such States of the United States of
America where an exemption is not available as the
Holders owning Registrable Securities covered by such
registration statement shall reasonably request, (2) keep
such registration or qualification in effect for so long
as such registration statement remains effective, and
(3) take any other action which may be reasonably
necessary or advisable to enable such Holders to
consummate the disposition in such jurisdictions of the
securities to be sold by such Holders; provided, however,
that the Company shall not for any such purpose be
required to qualify generally to do business as a foreign
corporation in any jurisdiction wherein it would not but
for the requirements of this subdivision (viii) be
obligated to be so qualified or to consent to general
service of process in any such jurisdiction;
(ix) use its best efforts to cause all
Registrable Securities covered by such registration
statement to be registered with or approved by such other
federal or state governmental agencies or authorities as
may be necessary in the opinion of counsel to the Holder
or Holders thereof to consummate the disposition of such
Registrable Securities;
(x) cause the Holders of Registrable Securities
to receive from Akerman, Senterfitt & Eidson, P.A.,
counsel to the Company, the following opinions
satisfactory to the Holders (such opinions being in
addition to any opinion that may be required by any
purchase or underwriting agreement contemplated by
Section 2.1), dated the date the registration statement
is declared effective by the Commission (with such
opinions being updated to the satisfaction of the Holders
within 15 days after the Company files its Annual Report
on Form 10-K with the Commission or files a
post-effective amendment to the registration statement
with the Commission) to the effect that:
(1) the Company has the corporate power
and capacity to enter into and perform its obligations
under this Agreement, this Agreement has been duly
executed and delivered by the Company and constitutes a
legal and binding obligation of the Company, enforceable
against the Company in accordance with its terms, subject
to (a) the applicable bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or
similar laws of general application affecting creditor's
rights and (b) general principles of equity (no opinion
being required to be expressed as to the enforceability
of any provision relating to indemnification,
contribution, or exculpation in connection with
violations of any statutory duties or public policy);
(2) the Company is in good standing under
the laws of the jurisdiction of its incorporation, has
the corporate power and authority to own its property and
to conduct its business as described in any registration
statement and accompanying prospectus and is duly
qualified to transact business and is in good standing in
each jurisdiction in which the conduct of its business or
its ownership or leasing of property requires such
qualification, except to the extent that the failure to
be so qualified or be in good standing would not have a
material adverse effect on the Company and its
subsidiaries, taken as a whole;
(3) each subsidiary of the Company is
validly existing as a corporation in good standing under
the laws of jurisdiction of its incorporation, has the
corporate power and authority to own its property and to
conduct its business as described in any registration
statement and accompanying prospectus and is duly
qualified to transact business and is in good standing in
each jurisdiction in which the conduct of its business or
its ownership or leasing of property requires such
qualification, except to the extent that the failure to
be so qualified or be in good standing would not have a
material adverse effect on the Company and its
subsidiaries, taken as a whole;
(4) the statements in the prospectus
under the caption "Description of Capital Stock" insofar
as such statements constitute summaries of the legal
matters, documents or proceedings referred to therein,
fairly present the information called for with respect to
such legal matters, documents and proceedings and fairly
summarize the matters referred to therein;
(5) after due inquiry, such counsel does
not know of any (i) legal or governmental proceeding
pending or threatened to which the Company or any of its
subsidiaries is a party or to which any of the properties
of the Company or any of its subsidiaries is subject that
are required to be described in any registration
statement or accompanying prospectus and are not so
described or (ii) statutes, regulations, contracts or
other documents that are required to be described in any
registration statement or accompanying prospectus or to
be filed as exhibits to the registration statement that
are not described or filed as required; and
(6) such counsel (x) is of the opinion
that any registration statement and accompanying
prospectus including any prospectus supplement (except
for financial statements and schedules included therein
as to which such counsel need not express any opinion)
comply as to form in all material respects with the
Securities Act and the applicable rules and regulations
of the Commission thereunder, (y) has no reason to
believe that (except for financial statements and
schedules included therein as to which such counsel need
not express any belief) any registration statement or
accompanying prospectus at the time that the registration
statement became effective contained any untrue statement
of a material fact or omitted to state a material fact
required to be stated therein or necessary to make the
statements therein not misleading, and (z) has no reason
to believe that (except for financial statements and
schedules included therein as to which such counsel need
not express any belief) any prospectus including any
prospectus supplement contains any untrue statement of a
material fact or omits to state a material fact necessary
in order to make the statements therein, in light of the
circumstances under which they were made, not misleading;
(xi) in the case of an Underwritten Piggyback
Offering, furnish to each Holder owning Registrable
Securities covered by the registration statement a signed
counterpart of a "comfort" letter signed by the
independent public accountants who have certified the
financial statements included or incorporated by
reference in such registration statement (to the extent
consistent with Statement on Auditing Standards No. 72 of
the American Institute of Certified Public Accountants)
covering such matters with respect to such registration
statement and the prospectus included therein, including
events subsequent to the date of such financial
statements, as are customarily covered in accountant's
comfort letters delivered to underwriters, as the Holders
of Registrable Securities covered by such registration
statement, or the underwriter(s), or their counsel may
reasonably request;
(xii) provide and cause to be maintained a
transfer agent and registrar (which, in each case, may be
the Company) for all Registrable Securities covered by
such registration statement from and after a date not
later than the effective date of such registration;
(xiii) cause all Registrable Securities
covered by such registration statement to be listed, by
the date of first sale of Registrable Securities pursuant
to such registration statement, on the principal
securities exchange or automated interdealer system on
which the same type of securities of the Company are then
listed or traded;
(xiv) cooperate with the Holders owning
Registrable Securities included in the registration
statement and the managing underwriter or underwriters if
any, to facilitate the timely preparation and delivery of
certificates (not bearing any restrictive legends),
representing Registrable Securities to be sold under the
registration statement; and enable such Registrable
Securities to be in such denominations and registered in
such names as the managing underwriter(s) or
underwriter(s), if any, or such Holders may request prior
to any sale of Registrable Securities;
(xv) to the extent customary for transactions
of the size and type contemplated, (1) make available for
inspection by designated representatives of the Holders
owning Registrable Securities included in the
registration statement, any underwriter participating in
any disposition pursuant to such Registration Statement
and any lawyer or accountant retained by such Holders or
underwriter, all pertinent records and documents as they
may reasonably request, (2) provide access to such
Persons upon reasonable notice and at reasonable times to
the personnel, properties and all books, records and
other information concerning the Company, (3) furnish to
such persons such financial and operating data, including
financial statements, and other information with respect
to the business, assets, financial condition and
operations of the Company as such persons shall from time
to time reasonably request and (4) execute and deliver,
or arrange for the execution and delivery of, such
documents as may reasonably be requested by the Holders
related to the sale of Registrable Securities; and
(xvi) otherwise cooperate with the Holders to
effect the sale of Registrable Securities as the Holders
may reasonably request (including, without limitation,
making its executive officers (including the Chairman of
the Board, Chief Executive Officer, President and Chief
Financial Officer) available to discuss the business of
the Company to potential purchasers of Registrable
Securities in conference calls with investors and
analysts).
(b) Holders.
(i) If Common Stock owned by a Holder is
included in any registration statement, such Holder shall
furnish to the Company such information regarding itself
as shall be required in connection with any registration,
qualification or compliance referred to in this
Agreement.
(ii) Each Holder agrees by acquisition of such
Registrable Securities that, upon receipt of any notice
from the Company of the happening of any event of the
kind described in Section 2.3(a)(v)(2)-(7), such Holder
will, if the occurrence of such event or period so
requires, forthwith discontinue disposition of such
Registrable Securities covered by such registration
statement or prospectus until such Holder's receipt of
the copies of the supplemented or amended prospectus
contemplated by Section 2.3(a)(vi), or until it is
advised in writing by the Company that the use of the
applicable prospectus may be resumed or that the event
causing such discontinuance has ended, and has received
copies of any additional or supplemental filings which
are incorporated by reference in such prospectus (the
period from the including the date of receipt of any such
notice requiring the discontinuance of the disposition of
Registrable Securities to and including the date that the
Holder shall have received such supplemented or amended
prospectus, advice and additional or supplemental filings
being hereinafter termed a "Blackout Period"). In no
event, however, shall any Blackout Period exceed an
aggregate of sixty (60) days in any 360 day period.
2.4 Holdback Agreements. Each Holder agrees not to
effect any public sale or distribution of any Registrable
Securities, including any sale pursuant to Rule 144 under the
Securities Act, and not to effect any such public sale or
distribution of any other equity security of the Company or of
any security convertible into or exchangeable or exercisable
for any equity security of the Company (in each case, other
than as part of such underwritten public offering) during the
10 days prior to, and during the 90-day period (or such longer
period as each Holder agrees with the underwriter of such
offering) beginning on, the consummation of any underwritten
public offering of Registrable Securities covered by a
registration statement referred to in Section 2.2 to the
extent such Holder's Registered Securities are being sold
thereunder.
2.5. Indemnification and Contribution.
--------------------------------
(a) Indemnification by the Company. The Company
will indemnify and hold harmless each Holder, its trustees,
directors, officers, employees and controlling persons, if
any, and each underwriter, its partners, officers, directors,
employees and controlling persons, if any, of Registrable
Securities so offered from and against any and all losses,
claims, suits, causes of action, damages, liabilities, costs
and expenses (including, without limitation, any legal or
other expenses reasonably incurred as incurred in connection
with defending or investigating any such losses, claims,
suits, causes of action, damages, liabilities, costs and
expenses) to which such Holder, including its trustees,
directors, officers, employees and controlling person, if any,
or such underwriter(s), including its partners, officers,
directors, employees and controlling persons, may become
subject to arising out of or otherwise relating to any claim,
suit, cause of action, investigation or proceeding, whether
commenced or threatened, under the Securities Act, or
otherwise, insofar as such losses, claims, suits, causes of
action, damages, liabilities, costs or expenses are caused by
any untrue statement or alleged untrue statement of any
material fact contained in any registration statement,
preliminary prospectus, final prospectus or summary prospectus
contained therein, or any amendment or supplement thereto,
under which Registrable Securities were registered under the
Securities Act, or arise out of or are based upon omission or
alleged omission to state therein a material fact required to
be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not
misleading; provided, however, that the Company will not be
liable for any untrue statement or alleged untrue statement or
omission or alleged omission made in strict conformity with
written information furnished by a Holder expressly for use in
the preparation of any registration statement, preliminary
prospectus, final prospectus or summary prospectus contained
therein, or any amendment or supplement thereto.
(b) Indemnification by the Holders. Each of the
Holders, severally and not jointly, will indemnify and hold
harmless the Company, its directors, officers, employees and
controlling persons, if any, and each underwriter, its
partners, officers, directors, employees and controlling
persons, if any, of Registrable Securities so offered from and
against any and all losses, claims, suits, causes of action,
damages, liabilities, costs and expenses (including, without
limitation, any legal or other expenses reasonably incurred as
incurred in connection with defending or investigating any
such losses, claims, suits, causes of action, damages,
liabilities, costs and expenses) to which the Company, its
directors, officers, employees and controlling persons, if
any, or such underwriter(s), including its partners, officers,
directors, employees and controlling persons, if any, may
become subject to arising out of or otherwise relating to any
claim, suit, cause of action, investigation or proceeding,
whether commenced or threatened, under the Securities Act or
otherwise, insofar as such losses, claims, suits, causes of
action, damages, liabilities, costs or expenses are caused by
any untrue statement or alleged untrue statement of any
material fact contained any registration statement, any
preliminary prospectus, final prospectus or summary prospectus
contained therein, or any amendment or supplement thereto,
under which Registrable Securities were registered under the
Securities Act, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required
to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were
made, not misleading, but each of the Holder's shall be liable
only to the extent that such untrue statement or alleged
untrue statement or omission or alleged omission arises out of
or is based upon written information furnished by such Holder
expressly for use in the preparation of any registration
statement, preliminary prospectus, final prospectus or summary
prospectus contained therein, or any amendment or supplement
thereto, and the Company has made such untrue statement or
alleged untrue statement or omission or alleged omission in
strict conformity with the written information provided by
such Holder.
(c) Notices of Claims, etc. Promptly after receipt
by an indemnified party of notice of the threatened
commencement or the commencement of any action or claim
referred to in the preceding subdivisions of this Section 2.5,
such indemnified party will, if a claim in respect thereof is
to be made against an indemnifying party, give written notice
to the latter of the threatened commencement or the
commencement of such action and to the underwriter(s);
provided, however, that the failure of any indemnified party
to give notice as provided herein shall not relieve the
indemnifying party of its obligations under the preceding
subdivisions of this Section 2.5. In case any such action is
brought against an indemnified party, unless in such
indemnified party's reasonable judgment a conflict of interest
between such indemnified and indemnifying parties may exist in
respect of such claim, the indemnifying party shall be
entitled to participate in and to assume the defense thereof,
jointly with any other indemnifying party similarly notified
to the extent that it may wish, with counsel reasonably
satisfactory to such indemnified party. After timely notice
from the indemnifying party to such indemnified party of its
election to assume the defense thereof, the indemnifying party
shall not be liable to such indemnified party for any legal or
other expenses subsequently incurred by the indemnified party
in connection with the defense thereof other than reasonable
costs of investigation. Notwithstanding the foregoing, in the
event there (i) is a conflict of interest, in the reasonable
judgment of the indemnified party, between the indemnified and
indemnifying parties in respect of such claim after the
assumption by the indemnifying party of the defense thereof,
or (ii) the indemnifying party agrees, the indemnified party
shall be entitled to retain separate counsel and the
indemnifying party shall be responsible for the legal and
other expenses of such counsel. No indemnifying party shall,
without the prior written consent of the indemnified party,
settle or compromise or consent to the entry of any judgment
with respect to any action or proceeding in respect of which
indemnification is sought under subparagraph (a) or (b) of
this Section 2.5 (whether or not the indemnified party is an
actual or potential party thereto), unless such settlement or
compromise or consent includes an unconditional release of the
indemnified party from all liability in respect to such claim
or litigation, does not subject the indemnified party to any
injunctive relief or other equitable remedy, and does not
include a statement as to or an admission of fault,
culpability or a failure to act by or on behalf of any
indemnified party.
(d) Contribution. If the indemnification provided
for in this Section 2.5 shall for any reason be held by a
court to be unavailable to an indemnified party under
subparagraph (a) or (b) hereof in respect of any losses,
claims, damages, liabilities, costs and expenses, or any
action in respect thereof, then, in lieu of the amount paid or
payable under subparagraph (a) or (b) hereof, the indemnified
party and the indemnifying party under subparagraph (a) or (b)
hereof shall contribute to the aggregate losses, claims,
damages, liabilities, costs and expenses (including, without
limitation, any legal or other expenses reasonably incurred in
connection with defending or investigating any such losses,
claims, suits, causes of action, damages, liabilities, costs
and expenses), (i) in such proportion as is appropriate to
reflect the relative fault (which shall be determined by
reference to, among other things, each Person's knowledge,
access to information and opportunity to correct or prevent
such statement or omission) of the Company and the Holders of
Registrable Securities covered by the registration statement,
which resulted in such losses, claims, suits, causes of
action, damages, liabilities, costs and expenses, or any
action in respect thereof, with respect to the statements or
omissions which resulted in such loss, claim, suit, cause of
action, damage or liability, or action in respect thereof, as
well as any other relevant equitable considerations, or
(ii) if the allocation provided by clause (i) above is not
permitted by applicable law, in such proportion as shall be
appropriate to reflect the relative fault and benefit (which
shall be determined by reference to, among other things, the
value of each Person's securities covered by such registration
statement) received by the Company and each of the Holders
from the offering of the securities covered by such
registration statement. No Person guilty of fraudulent
misrepresentation (within the meaning of the Securities Act)
shall be entitled to contribution from any Person who was not
guilty of such fraudulent misrepresentation. The obligations
of the Holders to contribute as provided in this subparagraph
(d) are several, and not joint, in proportion to the relative
value of their respective Registrable Securities covered by
such registration statement. No indemnifying party shall,
without the prior written consent of the indemnified party,
settle or compromise or consent to the entry of any judgment
with respect to any action or proceeding in respect of which
contribution is sought under this subparagraph (d) (whether or
not the indemnified party is an actual or potential party
thereto), unless such settlement or compromise or consent
includes an unconditional release of the indemnified party
from all liability in respect to such claim or litigation,
does not subject the indemnified party to any injunctive
relief or other equitable remedy, and does not include a
statement as to or an admission of fault, culpability or a
failure to act by or on behalf of any indemnified party.
Contributions required to be made by an underwriter, if any,
shall be governed by the terms of the underwriting agreement.
(e) Limitation of Liability. In no event shall the
indemnification or contribution obligations of a Holder
required by this Section 2.5 be greater in amount than the
dollar amount of the net proceeds received by such Holder upon
the sale of Registrable Securities pursuant to the
registration statement, preliminary prospectus, final
prospectus or summary prospectus contained therein, or
amendment or supplement thereto, giving rise to such claim,
suit, cause of action, investigation or proceeding.
(f) Indemnification Payments. The indemnification
and contribution required by this Section 2.5 shall be made by
periodic payments of the amount thereof during the course of
the investigation or defense, as and when bills are received
or expense, loss, damage or liability is incurred.
2.6. Miscellaneous.
-------------
(a) Expenses. All expenses incident to the
Company's performance of or compliance with this Agreement,
including, without limitation, all registration and filing
fees, all qualification and/or exemption fees, fees with
respect to the registration and filings required to be made
with any securities exchange, fees, costs and expenses of
compliance with securities or blue sky laws (including fees
and disbursements of counsel in connection with blue sky
qualifications of the Registrable Securities), filing fees
with the National Association of Securities Dealers, Inc. for
any underwriter, printing expenses, messenger, telephone and
delivery expenses, fees and disbursements of counsel to the
Company and of each independent certified public accountant
whose report is contained or incorporated by reference into
the registration statement (including the expenses of any
"cold comfort" letters required by or incident to such
performance), securities acts liability insurance if the
Company so desires and fees and expenses of other Persons,
including transfer agents, registrars and special experts,
retained by the Company will be borne by the Company whether
or not the registration statement becomes effective. In
addition, the Company shall pay the reasonable fees and
expenses for not more than one counsel to the Holders in
connection with each registration statement hereunder, such
counsel to be designated by the Holders of the Registrable
Securities to be sold pursuant to such registration. The
Company will, in any event, pay its internal expenses
(including, without limitation, all salaries and expenses of
its officers and employees performing legal or accounting
duties), the expense of any annual audit or SAS 71 quarterly
review of financial statements and the fees and expenses
incurred in connection with the listing of the securities to
be registered on any securities exchange on which similar
securities issued by the Company are then listed. The Company
shall not, however, be liable for any sales, broker's or
underwriting commissions upon sale by any Holder of any of the
Common Stock. In addition, in connection with any
underwritten offering, the Company will pay those road show
expenses which are customarily paid by companies in an
underwritten offering.
(b) Holder Voting Procedures. Whenever this
Agreement shall require the collective decision of some or all
of the Holders, the vote cast by the majority of all votes
cast, where each applicable Holder shall be entitled to cast
one vote for each Registrable Security held by such Holder,
shall be the act of all the applicable Holders.
(c) Withdrawal of Securities. Nothing shall
prevent a Requesting Holder from withdrawing any securities
requested to be included in a registration statement either
before or after the effectiveness of such registration
statement.
(d) No Obligation to Sell. Nothing in this
Agreement shall be deemed to create an independent obligation
on the part of any Holder to sell any Registrable Securities
pursuant to any effective registration statement.
3. Rule 144. Pursuant to Rule 144 under the Securities
Act or otherwise, the Company shall take all actions
reasonably necessary to enable Holders to sell such securities
without registration under the Securities Act within the
limitation of the exemptions provided by (a) Rule 144 under
the Securities Act, as such Rule may be amended from time to
time, or (b) any similar rule or regulation hereafter adopted
by the Commission including, without limiting the generality
of the foregoing, filing on a timely basis all information,
documents and reports required to be filed by the Exchange
Act. Upon the request of any Holder, the Company will deliver
to such Holder a written statement as to whether it has
complied with such requirements.
4. Amendments and Waivers. The provisions of this
Agreement, including the provisions of this Section 4, may not
be amended, modified or supplemented, and waivers or consents
to departures from the provisions hereof may not be given,
unless the Company has obtained the written consent of the
Holders. Notwithstanding the foregoing, a waiver or consent
to depart from the provisions hereof with respect to a matter
which relates exclusively to the rights of Holders whose
securities are being sold pursuant to a registration statement
and which does not directly or indirectly affect the rights of
other Holders may be given by Holders owning the shares of
Registrable Securities being sold.
5. Nominees for Beneficial Owners. In the event that
any Registrable Securities are held by a nominee for the
beneficial owner thereof, the beneficial owner thereof may, at
its election in writing delivered to the Company, be treated
as the Holder of such Registrable Securities for purposes of
any request or other action by any Holder pursuant to this
Agreement or any determination of any number or percentage of
shares of Registrable Securities held by any Holder
contemplated by this Agreement. If the beneficial owner of
any Registrable Securities so elects, the Company may require
assurances reasonably satisfactory to it of such owner's
beneficial ownership of such Registrable Securities.
6. Notice. All notices and other communications
hereunder shall be made in writing, shall be made by
registered or certified first-class mail, return receipt
requested, telecopier, courier service, overnight mail or
personal delivery, and, unless otherwise provided herein,
shall be deemed to have been given when received by the party
to whom such notice is to be given at its address set forth
below, or such other address for the party as shall be
specified by notice given pursuant hereto:
To the Company:
--------------
Republic Industries, Inc.
200 East Los Olas Boulevard, Suite 1400
Ft. Lauderdale, Florida 33301
Attention: Richard Handley, General Counsel
Telephone: (954) 627-6000
Telecopy: (954) 522-8219
With a copy to:
--------------
Akerman, Senterfitt & Eidson, P.A.
One Southeast Third Avenue, 28th Floor
Miami, Florida 33131
Attention: Stephen K. Roddenberry, Esq.
Telephone: (305) 374-5600
Telecopy: (305) 374-5095
To Mr. Michael S. Egan, the Trusts
and the 110 Group Trust
-----------------------------------
110 S.E. 6th Street
29th Floor
Fort Lauderdale, Florida 33301
Telephone: (954) 527-6550
Telecopy: (954) 527-6182
With a copy to:
--------------
Greenberg, Traurig, Hoffman, Lipoff
Rosen & Quentel
1221 Brickell Avenue
Miami, Florida 33131
Attention: Larry J. Hoffman, Esq.
Telephone: (305) 579-0500
Telecopy: (305) 579-0717
and a copy to:
-------------
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, New York 10004
Attention: Valerie Ford Jacob, Esq.
Telephone: (212) 859-8158
Telecopy: (212) 859-4000
To Norman D. Tripp:
------------------
c/o Tripp, Scott, Conklin & Smith
110 Tower
110 S.E. 6th Street
Fort Lauderdale, Florida 33301
Telephone: (954) 525-7500
Telecopy: (954) 761-8475
To William H. Kelly, Jr.:
------------------------
c/o Rosenthal & Schanfield
55 East Monroe Street
Chicago, Illinois 60603
Telephone: 312-236-5622
Telecopy: 312-236-7274
7. Successors and Assigns. This Agreement shall inure
to the benefit of and be binding upon the successors of each
Holder; provided, however, such successors agree to be bound
by all of the terms and conditions of this Agreement.
8. Headings. The headings in this Agreement are for
convenience of reference only and shall not constitute a part
of this Agreement, nor shall they affect their meaning,
construction or effect.
9. Governing Law. This Agreement shall be construed
and enforced in accordance with, and the rights of the parties
shall be governed by the laws of the State of Florida, without
giving effect to principles of conflicts of law. Each party
hereby irrevocably consents to the service of any and all
process in such suit, action or proceeding by the delivery of
such process to such party at the address and in the manner
provided in Section 6.
10. Severability. In the event any one or more of the
provisions contained herein, or the application thereof in any
circumstance, is held invalid, illegal or unenforceable, the
validity, legality and enforceability of any such provision in
every other respect and of the remaining provisions contained
herein shall not be affected or impaired, and such
unreasonable, unlawful or unenforceable provision shall be
interpreted, revised or applied in the manner that renders it
lawful and enforceable to the fullest extent possible under
law.
11. No Conflicting Agreements. The Company has granted
registration rights to other Persons (other than management
and employees) holding approximately 180 million shares of
Common Stock. The Company will not on or after the date of
this Agreement enter into any agreement with respect to its
securities, which conflicts with the provisions hereof.
12. Recapitalizations, etc. In the event that any
capital stock or other securities are issued in respect of, in
exchange for, or in substitution of, any Registrable
Securities by reason of any reorganization, recapitalization,
reclassification, merger, consolidation, spin-off, partial or
complete liquidation, stock dividend, split-up, sale of
assets, distribution to stockholders or combination of the
shares of Registrable Securities or any other change in the
Company's capital structure, appropriate adjustments shall be
made in this Agreement so as to fairly and equitably preserve,
as far as practicable, the original rights and obligations of
the parties hereto under this Agreement.
13. Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed an
original, and all of which shall constitute one and the same
Agreement.
14. Entire Agreement. This Agreement constitutes the
entire agreement among the parties with respect to the
transactions contemplated hereby, and supersedes all prior
agreements and understandings, written or oral, among the
parties to this Agreement or between any of such parties, with
respect thereto.
15. Remedies. Each Holder, in addition to being
entitled to exercise all rights granted by law, including
recovery of damages, will be entitled to specific performance
of its rights under this Agreement. The Company agrees that
monetary damages would not be adequate compensation for any
loss incurred by reason of a breach by it of the provisions of
this Agreement and hereby agrees to waive the defense in any
action for specific performance that a remedy at law would be
adequate.
16. Further Assurances. Subject to the specific terms
of this Agreement, each of the parties hereto shall make,
execute, acknowledge and deliver such other instruments and
documents and take all such other actions as may be reasonably
required in order to effectuate the purposes of this Agreement
and to consummate the transactions contemplated hereby.
IN WITNESS WHEREOF, the parties have caused this
Agreement to be executed and delivered by their respective
officers thereunto duly authorized as of the date first above
written.
REPUBLIC INDUSTRIES, INC.
By /s/ H. Wayne Huizenga
-----------------------
Name: H. Wayne Huizenga
Title: Chairman and Co-CEO
By /s/ Michael S. Egan
-----------------------
MICHAEL S. EGAN
THE MICHAEL S. EGAN LIVING TRUST
By /s/ Michael S. Egan
-----------------------
Name: Michael S. Egan
THE MICHAEL S. EGAN GRANTOR
RETAINED ANNUITY TRUST FOR SARAH
EGAN MOONEY
By /s/ Michael S. Egan
-----------------------
Name: Michael S. Egan
THE MICHAEL S. EGAN GRANTOR
RETAINED ANNUITY TRUST FOR ELIZA
SHENNERS EGAN
By /s/ Michael S. Egan
-----------------------
Name: Michael S. Egan
THE MICHAEL S. EGAN GRANTOR
RETAINED ANNUITY TRUST FOR
CATHERINE LEWIS EGAN
By /s/ Michael S. Egan
-----------------------
Name: Michael S. Egan
THE MICHAEL S. EGAN GRANTOR
RETAINED ANNUITY TRUST FOR
TEAGUE MICHAEL THOMAS EGAN
By /s/ Michael S. Egan
-----------------------
Name: Michael S. Egan
THE MICHAEL S. EGAN GRANTOR
RETAINED ANNUITY TRUST FOR RILEY
MARTIN MICHAEL EGAN
By /s/ Michael S. Egan
-----------------------
Name: Michael S. Egan
By /s/ Norman D. Tripp
-----------------------
NORMAN D. TRIPP
By /w/ William W. Kelly, Jr.
-----------------------
WILLIAM H. KELLY, JR.
THE 110 GROUP TRUST
By /s/ Rosalie V. Arthur
-----------------------
Name: Rosalie V. Arthur
EXHIBIT B
----------
JOINT FILING AGREEMENT
-----------------------
The undersigned agree that the foregoing Statement on Schedule
13D is being filed with the Commission on behalf of each of the
undersigned pursuant to Rule 13d-1(f).
Dated:December 4, 1996
THE MICHAEL S. EGAN LIVING
TRUST
By: /s/ Michael S. Egan
---------------------
Name: Michael S. Egan
---------------------
Title: Trustee
THE MICHAEL S. EGAN GRANTOR
RETAINED ANNUITY TRUST FOR
SARAH EGAN MOONEY
By: /s/ Michael S. Egan
---------------------
Name: Michael S. Egan
---------------------
Title: Trustee
THE MICHAEL S. EGAN GRANTOR
RETAINED ANNUITY TRUST FOR
ELIZA SHENNERS EGAN
By: /s/ Michael S. Egan
---------------------
Name: Michael S. Egan
---------------------
Title: Trustee
THE MICHAEL S. EGAN GRANTOR
RETAINED ANNUITY TRUST FOR
CATHERINE LEWIS EGAN
By: /s/ Michael S. Egan
---------------------
Name: Michael S. Egan
---------------------
Title: Trustee
THE MICHAEL S. EGAN GRANTOR
RETAINED ANNUITY TRUST FOR
TEAGUE MICHAEL THOMAS EGAN
By: /s/ Michael S. Egan
---------------------
Name: Michael S. Egan
Title: Trustee
THE MICHAEL S. EGAN GRANTOR
RETAINED ANNUITY TRUST FOR
RILEY MARTIN MICHAEL EGAN
By: /s/ Michael S. Egan
---------------------
Name: Michael S. Egan
---------------------
Title: Trustee
THE 110 GROUP TRUST
By: /s/ Rosalie Arthur
---------------------
Name: Rosalie Arthur
---------------------
Title: Trustee
MICHAEL S. EGAN
By: /s/ Michael S. Egan
---------------------
Name: Michael S. Egan
---------------------
