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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) December 30, 1996
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REPUBLIC INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-9787 73-1105145
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(Commission (IRS Employer
File Number) Identification No.)
450 East Las Olas Boulevard
Ft. Lauderdale, FL 33301
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (954) 713-5200
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N.A.
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 30, 1996, Republic Industries, Inc. (the "Registrant")
acquired in a merger transaction, all of the outstanding capital stock of
Continental Waste Industries, Inc. ("Continental"). As a result of such
transaction, Continental became a wholly-owned subsidiary of the Registrant.
Pursuant to an Agreement and Plan of Merger (the "Agreement"), dated as
of June 27, 1996 among the Registrant, RI/CW Merger Corp., Continental,
Thomas A. Volini and Carlos E. Aguero, the Registrant acquired Continental in
exchange for an aggregate of 12,470,367 shares of the common stock, par value
$.01 per share, of the Registrant. The transaction will be accounted for under
the pooling of interests method of accounting.
The descriptions contained herein of the Agreement and the transactions
contemplated thereunder are qualified in their entirety by reference to the
Agreement and the Press Release, dated December 30, 1996, incorporated herein
by reference or attached hereto as Exhibits 2 and 99, respectively, which are
incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) The historical combined financial statements of Continental required by
this Item 7(a) are incorporated herein by reference to Exhibit 99.1 to the
Registrant's Current Report on Form 8-K/A dated November 25, 1996.
(b) The pro forma financial information of Continental required by this
Item 7(b) are incorporated herein by reference to Exhibit 99.1 to the
Registrant's Current Report on Form 8-K/A dated November 25, 1996.
(c) Exhibits.
The Exhibits to this Report are listed in the Exhibit Index set forth
elsewhere herein.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REPUBLIC INDUSTRIES, INC.
By: /s/ Michael S. Karsner
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Michael S. Karsner
Senior Vice President
and Chief Financial Officer
Date: December 31, 1996
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REPUBLIC INDUSTRIES, INC.
EXHIBIT INDEX
Number and
Description of Exhibit
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1. None
2. Agreement and Plan of Merger, dated as of June 27, 1996
among Republic Industries, Inc., RI/CW Merger Corp.,
Continental Waste Industries, Inc., Thomas A. Volini and
Carlos E. Aguero (incorporated by reference to Exhibit 99.1 to
the Registrant's Current Report on Form 8-K dated June 27,
1996).
4. None
15. None
16. None
17. None
21. None
23. None
24. None
27. None
99. Press Release, dated December 30, 1996.
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Exhibit 99
[REPUBLIC INDUSTRIES, INC. LETTERHEAD]
FOR IMMEDIATE RELEASE CONTACT: J. Ronald Castell
(954) 713-5355
REPUBLIC INDUSTRIES ANNOUNCES COMPLETION OF CONTINENTAL MERGER
Ft. Lauderdale, Florida (December 30, 1996) -- Republic Industries, Inc.
(NASDAQ:RWIN) announced today that it had completed its previously announced
merger transaction with Continental Waste Industries, Inc. (NASDAQ:CONT).
Under the terms of this transaction, Continental shareholders will
receive eight-tenths of a share of Republic common stock. Effective
December 31, 1996 Continental Waste Industries, Inc. will be de-listed from
trading on NASDAQ.
Carlos E. Aguero, Continental's Chief Executive Officer and Thomas A.
Volini, Continental's Chief Operating Officer will join Republic's senior
management team.
Republic is a diversified company operating in the automotive, solid waste,
electronic security and out-of-home media industries.
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