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Rule 424(b)(3)
File No. 33-63209
Republic Industries, Inc.
SUPPLEMENT DATED JULY 31, 1996
TO PROSPECTUS DATED MAY 31, 1996
RECENT DEVELOPMENTS.
The "Recent Developments" section of the Prospectus, dated May 31,
1996, is hereby supplemented as follows:
PENDING ACQUISITION OF ADDINGTON RESOURCES, INC.
On June 25, 1996, the Company entered into a definitive merger
agreement (the "Addington Merger Agreement") with Addington Resources, Inc., a
Delaware corporation ("Addington"). Addington is a solid waste services company.
The Addington Merger Agreement provides that each share of the common
stock of Addington will be exchanged for 0.90 of a share of Common Stock. It is
contemplated that an aggregate of approximately 14,100,000 shares of Common
Stock will be issued in connection with the proposed transaction, based on the
number of shares of Addington's common stock outstanding on May 31, 1996,
including shares of Common Stock issuable in the future upon exercise of
outstanding options and warrants to purchase Addington common stock which will
be assumed by the Company.
Consummation of the Addington Merger, which will be accounted for as a
pooling of interests, is subject to approval of Addington's stockholders and
various customary closing conditions, including receipt of regulatory approval.
Certain stockholders of Addington, who beneficially own approximately 45% of
the outstanding shares of Addington's common stock, have executed a voting
agreement with the Company whereby they have agreed to vote their shares in
favor of the Addington Merger.
PENDING ACQUISITION OF CONTINENTAL WASTE INDUSTRIES, INC.
On June 27, 1996, the Company entered into a definitive merger agreement
(the "Continental Merger Agreement") with Continental Waste Industries, Inc., a
Delaware corporation ("Continental"). Continental is a solid waste services
company.
The Continental Merger Agreement provides that each share of common
stock of Continental will be exchanged in a merger transaction (the "Continental
Merger"), on a tax-free basis, for 0.80 of a share of Common Stock. It is
contemplated that an aggregate of approximately 12,200,000 shares of Common
Stock will be issued in connection with the proposed transaction, based upon the
number of shares of Continental's common stock outstanding on June 17, 1996,
including shares of Common Stock issuable in the future upon exercise of
outstanding options and warrants to purchase Continental common stock which
will be assumed by the Company.
Consummation of the Continental Merger, which will be accounted for as
a pooling of interests, is subject to approval by Continental's stockholders and
various other customary closing conditions, including receipt of regulatory
approval. Continental's three largest stockholders, representing approximately
25% of Continental's outstanding common stock, have agreed to vote their shares
in favor of the transaction.
Upon consummation of the Continental Merger, it is expected that
members of Continental's senior management, including Thomas A. Volini,
Continental's Chief Operating Officer, and Carlos E. Aguero, Continental's
Chief Executive Officer, will be appointed to senior management positions with
the Company.
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PENDING ACQUISITION OF ADT LIMITED.
On July 1, 1996, the Company entered into a definitive merger agreement
(the "ADT Merger Agreement") with ADT Limited, a Bermuda corporation ("ADT").
ADT is a diversified company which, through its subsidiaries and operational
divisions, provides electronic security services and automotive services. ADT
has operations in the United States, Canada, the United Kingdom and continental
Europe.
The ADT Merger Agreement provides that each share of ADT's common
stock will be exchanged, on a tax free basis, for 0.92857 of a share of Common
Stock, and ADT will become a wholly owned subsidiary of the Company (the "ADT
Merger"). It is contemplated that an aggregate of approximately 130,000,000
shares of Common Stock will be issued in connection with the ADT Merger. The
Company anticipates reserving an additional 38,000,000 shares of Common Stock
issuable in the future upon the exercise of outstanding options and warrants of
ADT, and the conversion of ADT's Liquid Yield Option Notes.
In connection with the execution of the ADT Merger Agreement, ADT
issued to the Company a warrant to acquire 15,000,000 shares of ADT's common
stock at an exercise price of $20.00 per share. The warrant is exercisable if
the ADT Merger Agreement is terminated for any reason. Furthermore, the Company
has obtained a commitment from NationsBank of Florida, N.A. that has increased
its borrowing capacity from $250,000,000 to $750,000,000.
Consummation of the ADT Merger, which will be accounted for as a pooling
of interests, is subject to, among other things, approval by the stockholders
of the Company and ADT, receipt by ADT of a fairness opinion from its financial
advisor, and other customary conditions, including receipt of regulatory
approvals.
Upon consummation of the ADT Merger, it is expected that: (i) Michael
A. Ashcroft, who will continue as Chairman and Chief Executive Officer of ADT,
will become a member of the Company's Board of Directors; (ii) Stephen J.
Ruzika, Executive Vice President and Chief Financial Officer of ADT, will
continue to serve as President of ADT's electronic security services division;
and (iii) Michael J. Richardson will continue as President and Chief Executive
Officer of ADT Automotive.
If the AutoNation Merger (described elsewhere in this Prospectus),
the Continental Merger, the Addington Merger and the ADT Merger (the "Pending
Acquisitions") are consummated pursuant to the existing Merger Agreements, the
Company would issue approximately 211,800,000 additional shares of Common Stock
(including shares issuable upon future exercise of options and warrants assumed
by the Company in connection with the Pending Acquisitions) and would have a
total of approximately 396,800,000 shares of Common Stock issued and
outstanding upon consummation of all four of the Pending Acquisitions, based on
the number of shares of Common Stock outstanding on June 30, 1996 (including
shares issuable upon future exercise of options and warrants assumed by the
Company in connection with the Pending Acquisitions). No assurance can be given
that the AutoNation Merger, the Continental Merger, the Addington Merger or the
ADT Merger will be consummated. See "Risk Factors."
