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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
REPUBLIC INDUSTRIES, INC.
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(Name of Issuer)
Common Stock, $0.01 Par Value
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(Title of Class of Securities)
760516 10 4
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(CUSIP Number)
Richard L. Handley
Republic Industries, Inc.
200 East Las Olas Boulevard
Suite 1400
Fort Lauderdale, Florida 33301
(305) 627-6000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 1, 1996
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(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 [ ].
Check the following box if a fee is being paid with this statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
See Rule 13d-7.)
*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 the
disclosures provided in a prior cover page.
The information required in 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, as amended (the "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.)
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<TABLE>
<S> <C> <C>
(1) Names of Reporting Persons. S.S. or I.R.S. Michael G. DeGroote
Identification Nos. of Above Persons
(2) Check the Appropriate Box if (a)x
a Member of a Group (See Instructions) (b)
(3) SEC Use Only
(4) Source of Funds (See Instructions) 00 (See Item 3)
(5) Check if Disclosure of Legal
Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Canadian
Number of Shares (7) Sole Voting Power 14,810,000
Beneficially
Owned by Each (8) Shared Voting Power -0-
Reporting
Person With (9) Sole Dispositive Power 14,810,000
(10) Shared Dispositive Power -0-
(11) Aggregate Amount Beneficially 14,810,000
Owned by Each Reporting Person (See Item 5)
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 17.6%
by Amount in Row (11) (See Item 5)
(14) Type of Reporting Person (See Instructions) IN
</TABLE>
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<TABLE>
<S> <C>
(1) Names of Reporting Persons. S.S. or I.R.S. MGD Holdings Ltd.
Retained Annuity Trust
(2) Check the Appropriate Box if (a)x
a Member of a Group (See Instructions) (b)
(3) SEC Use Only
(4) Source of Funds (See Instructions)
(5) Check if Disclosure of Legal
Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Bermuda
Number of Shares (7) Sole Voting Power 10,700.00
Beneficially
Owned by Each (8) Shared Voting Power - 0 -
Reporting
Person With (9) Sole Dispositive Power 10,700,000
(10) Shared Dispositive Power - 0 -
(11) Aggregate Amount Beneficially 10,700,000
Owned by Each Reporting Person (See Item 5)
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 13.1%
by Amount in Row (11) (See Item 5)
(14) Type of Reporting Person (See Instructions) CO
</TABLE>
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<TABLE>
<S> <C>
(1) Names of Reporting Persons. Westbury (Bermuda) Ltd.
S.S. or I.R.S. No. of Above Person
(2) Check the Appropriate Box if (a)x
a Member of a Group (See Instructions) (b)
(3) SEC Use Only
(4) Source of Funds (See Instructions)
(5) Check if Disclosure of Legal
Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization Bermuda
Number of Shares (7) Sole Voting Power 4,050,000
Beneficially
Owned by Each (8) Shared Voting Power -0-
Reporting
Person With (9) Sole Dispositive Power 4,050,000
(10) Shared Dispositive Power -0-
(11) Aggregate Amount Beneficially 4,050,000
Owned by Each Reporting Person (See Item 5)
(12) Check if the Aggregate Amount
in Row (11) Excludes Certain
Shares (See Instructions)
(13) Percent of Class Represented 4.9%
by Amount in Row (11) (See Item 5)
(14) Type of Reporting Person (See Instructions) CO
</TABLE>
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The Reporting Persons (hereinafter defined) listed on the cover page
to this Schedule 13D hereby make the following statement pursuant to Section
13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and the rules and regulations promulgated thereunder. With respect to each
Reporting Person, this Statement is an amendment of the Schedule 13D filed on
May 21, 1995 as amended by Amendment No. 1 dated August 3, 1995 (collectively,
the "Original Schedule 13D"). For further information regarding any of the
items amended herein, reference is made to the Original Schedule 13D. The
Original Schedule 13D, as amended hereby, also supersedes that Schedule 13D
dated March 27, 1991, as amended by Amendment No. 1 filed on April 1, 1991,
Amendment No. 2 filed on April 19, 1991, Amendment No. 3 filed on May 24, 1991,
Amendment No. 4 filed on June 11, 1991, Amendment No. 5 filed on August 31,
1991, Amendment No. 6 filed on December 11, 1991, and Amendment No. 7 dated May
11, 1992, filed by MGD Holdings, Ltd.
ITEM 1. SECURITY AND ISSUER.
Item 1 of the Original Schedule 13D is hereby amended in its entirety
as follows:
This statement relates to the common stock, par value $.01 per share
(the "Common Stock"), of Republic Industries, Inc., a Delaware corporation
formerly known as Republic Waste Industries, Inc. (the "Issuer"). The
principal executive offices of the Issuer are located at 200 East Las Olas
Boulevard, Suite 1400, Ft. Lauderdale, Florida 33301.
ITEM 2. IDENTITY AND BACKGROUND.
Schedules A and B are amended to delete information about each such
person's interest in Securities; such information is set forth in Item 5
herein.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 of the Original Schedule 13D is hereby amended by adding the
following:
Under the Issuer's 1995 Non-Employee Director Stock Option Plan (the
"Non-Employee Director Plan"), in consideration for Mr. DeGroote's service on
the Board of Directors of the Issuer, Mr. DeGroote was granted (i) options to
purchase 50,000 shares of Common Stock at an exercise price of $24.75 per share
effective August 3, 1995 and (ii) options to purchase 10,000 shares of Common
Stock at an exercise price of $36.125 per share effective January 1, 1996
(collectively, the "Non-Employee Director Options"). All of the Non-Employee
Director Options are fully vested and are exercisable for a period of ten years
from the date of grant. In the event Mr. DeGroote chooses to exercise such
options, it is currently anticipated that the payment of the exercise price
will be funded with personal funds.
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ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Original Schedule 13D is hereby amended by adding the
following:
Mr. DeGroote acquired the Non-Employee Director Options as
consideration for his service on the Board of Directors of the Issuer. It is
currently anticipated that any exercise of such options will be as an
investment. The Reporting Persons have not formulated any plans or proposals
which relate to or would result in any of the events or transactions described
in Item 4 (a) through (j) of the General Instructions to Schedule 13D under the
Exchange Act, although each Reporting Person reserves the right to formulate
such plans or proposals in the future.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 of the Original Schedule 13D is hereby amended in its entirety
as follows:
(a) and (b) As of March 1, 1996, MGD may be deemed to
beneficially own 10,700,000 shares of Common Stock (which includes 600,000
shares of Common Stock issuable upon exercise of the Management Warrants (as
described in the Original Schedule 13D)), representing approximately 13.1% of
the outstanding shares of Common Stock, calculated in accordance with Rule
13d-3 under the Exchange Act (based on 80,609,920 shares of Common Stock
outstanding as of March 1, 1996, plus the 600,000 shares of Common Stock
issuable upon exercise of the Management Warrants that MGD may be deemed to
beneficially own and which are deemed outstanding for purposes of this
computation). MGD has the sole power to vote and the sole power to dispose
of all of the 10,7000,000 shares of Common Stock.
As of March 1, 1996, Westbury may be deemed to beneficially own
4,050,000 shares of Common Stock (which includes 2,700,000 shares of Common
Stock issuable upon exercise of certain warrants (described in Item 4 of the
Original Schedule 13D)), representing approximately 4.9% of the outstanding
shares of Common Stock, calculated in accordance with Rule 13d-3 under the
Exchange Act (based on 80,609,920 shares of Common Stock outstanding as of
March 1, 1996, plus the 2,700,000 shares of Common Stock issuable upon exercise
of the warrants that Westbury may be deemed to beneficially own and which are
deemed outstanding for purposes of this computation). Westbury has the sole
power to vote and the sole power to dispose of all of the 4,050,000 shares of
Common Stock.
As of March 1, 1996, Mr. DeGroote may be deemed to beneficially own
14,810,000 shares of Common Stock (which includes the 10,700,000 shares of
Common Stock beneficially owned by MGD of which Mr. DeGroote is the controlling
shareholder, the 4,050,000 shares of Common Stock beneficially owned by
Westbury of which Mr. DeGroote is the controlling shareholder, and the 60,000
Non-Employee Director Options), representing approximately 17.6% of the
outstanding shares of Common Stock, calculated in accordance with Rule 13d-3
under the Exchange Act (based on 80,609,920 shares of Common Stock outstanding
as of March
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1, 1996, plus 3,360,000 shares of Common Stock issuable upon exercise of the
Management Warrants held by MGD, the warrants held by Westbury, and the
Non-Employee Director Options held by Mr. DeGroote that Mr. DeGroote may be
deemed to beneficially own and which are deemed outstanding for purposes of
this computation). Mr. DeGroote has the sole power to vote or direct the
voting of and the sole power to dispose or direct the disposition of all of the
14,810,000 shares of Common Stock.
Mr. Luchak may be deemed to beneficially own 60,000 shares of Common
Stock (which includes 50,000 shares of Common Stock issuable upon exercise of
certain warrants (described in Item 4 of the Original Schedule 13D)),
representing less that 1% of the outstanding shares of Common Stock, calculated
in accordance with Rule 13d-3 under the Exchange Act (based on 80,609,920
shares of Common Stock outstanding as of March 1, 1996, plus the 50,000 shares
of Common Stock issuable upon exercise of the warrants that Mr. Luchak may be
deemed to beneficially own and that are deemed outstanding for purposes of this
computation). Mr. Luchak has the sole power to vote or direct the voting of
and the sole power to dispose or direct the disposition of all of the 60,000
shares of Common Stock.
Mr. Watt owns no shares of Common Stock.
The Reporting Persons disclaim beneficial ownership of all shares of
Common Stock beneficially owned by Mr. Luchak.
(c) The only transactions in any securities of the
Issuer that were effected during the past sixty days by the Reporting Persons
and Messrs. Luchak and Watt were the following:
(1) On January 1, 1996, Mr. DeGroote was
granted 10,000 Non-Employee Director
Options;
(2) On January 4, 1996, Mr. Luchak sold 1,000
shares of Common Stock at $32.125 per share
on the open market;
(3) On January 4, 1996, Mr. Luchak sold 4,000
shares of Common Stock at $32.00 per shares
on the open market;
(4) On January 4, 1996, Mr. Watt exercised a
warrant to purchase 25,000 shares of Common
Stock at $7.00 per share, and such shares
were used to cover the sale on the open
market of 25,000 shares at $33.50 per share
by Mr. Watt on December 27, 1995.
(5) On January 30, 1996, Mr. Luchak sold 5,000
shares of Common Stock at $30.875 per share
on the open market;
(6) On March 1, 1996, MGD sold 2,000,000 shares
of Common Stock at $28.00 per share on the
open market;
(7) On March 11, 1996, MGD exercised Management
Warrants to purchase 200,000 shares of
Common Stock at $9.00 per share.
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(d) Not applicable.
(e) Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Item 7 of the Original Schedule 13D is hereby amended to include the
following additional Exhibits:
Exhibit 14: Power of Attorney for Michael G. DeGroote
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, correct and
complete.
Dated: March 11, 1995 MGD Holdings Ltd.
By: /s/ James Watt
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James Watt
Vice President
Westbury (Bermuda) Ltd.
By: /s/ James Watt
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James Watt
Vice President
Michael G. DeGroote
By: /s/ James Watt
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James Watt
Attorney-in-Fact
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
NUMBER EXHIBITS
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<S> <C>
*14 Power of Attorney for Michael G. DeGroote
</TABLE>
_____________________
*Filed herewith
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EXHIBIT 14
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned, Michael G.
DeGroote does hereby constitute and appoint James Watt and Richard L. Handley
as his true and lawful attorneys-in-fact and agents, for him, and in his name,
place and stead, for the limited purpose of executing, delivering and filing
with the Securities and Exchange Commission and The Nasdaq Stock Market a
Schedule 13D, and all amendments thereto and joint filing agreements required
in connection therewith, that the undersigned may be required to file with the
Securities and Exchange Commission as a result of the undersigned's ownership
of, or transactions in, securities of Republic Industries, Inc., and granting
unto said attorneys-in-fact full power and authority to effectuate the same, as
fully to all intents and purposes as he himself might or could do if personally
present, hereby ratifying and confirming all that said attorneys-in-fact and
agents may lawfully do or cause to be done by virtue hereof. The authority of
James Watt and Richard L. Handley under this Power of Attorney shall continue
until the undersigned has filed a final amendment to the undersigned's Schedule
13D with regard to the undersigned's ownership of, or transactions in,
securities of Republic Industries, Inc., unless earlier revoked in writing.
The undersigned acknowledges that James Watt and Richard L. Handley are not
assuming any of the undersigned's responsibilities to comply with the
Securities Exchange Act of 1934, as amended.
IN WITNESS WHEREOF, the undersigned has signed his name as of the 8th
day of March, 1996.
/s/ Michael G. DeGroote
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MICHAEL G. DEGROOTE
