<PAGE> 1
As filed with the Securities and Exchange Commission on January 9, 1997.
Registration No. __________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
- --------------------------------------------------------------------------------
REPUBLIC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 73-1105145
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
450 E. LAS OLAS BOULEVARD, SUITE 1200
FORT LAUDERDALE, FLORIDA 33301
(954) 713-5200
(Address, including zip code, and telephone number of
principal executive offices)
ADDINGTON RESOURCES, INC.
RESTATED STOCK OPTION PLAN,
CONTINENTAL WASTE INDUSTRIES, INC.
1995 STOCK OPTION PLAN FOR OUTSIDE
DIRECTORS AND CONTINENTAL WASTE INDUSTRIES, INC.
1995 EMPLOYEE STOCK OPTION PLAN
(Full title of the plans)
RICHARD L. HANDLEY, ESQ. COPY TO:
REPUBLIC INDUSTRIES, INC.
450 E. LAS OLAS BOULEVARD, SUITE 1200 JONATHAN L. AWNER, ESQ.
FORT LAUDERDALE, FLORIDA 33301 AKERMAN, SENTERFITT & EIDSON, P.A.
(954) 713-5200 ONE S.E. THIRD AVENUE, SUITE 2800
(Name, address, including zip code, MIAMI, FLORIDA 33131
and telephone number, including (305) 374-5600
area code, of agent for service)
-------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================================================
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to Offering Price Aggregate Registration
to be Registered be Registered (1) Per Share (2) Offering Price (2) Fee
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 par value 766,342 shares $30.375 $23,277,638.25 $7,053.83
per share
- -------------------------------------------------------------------------------------------------------------------------------
</TABLE>
(footnotes on following page)
<PAGE> 2
(1) The 766,342 shares of Common Stock being registered hereby include
(i) 256,950 shares of Common Stock authorized for issuance upon
exercise of options which were issued by Addington Resources, Inc.
("Addington") under the Addington Restated Stock Option Plan and which
have been assumed by Republic Industries, Inc. (the "Registrant") as of
December 19, 1996 upon the consummation of the merger of a wholly-owned
subsidiary of the Registrant with and into Addington, and (ii) 509,392
shares of Common Stock authorized for issuance upon exercise of options
which were issued by Continental Waste Industries, Inc. ("Continental")
under the Continental 1995 Stock Option Plan for Outside Directors, the
Continental 1995 Employee Stock Option Plan and other written compensation
contracts for employees, directors and consultants and which have been
assumed by the Registrant as of December 30, 1996 upon consummation of
the merger of a wholly-owned subsidiary of the Registrant with and into
Continental. Pursuant to Rule 416 under the Securities Act of 1933, this
Registration Statement also includes an indeterminate number of additional
shares that may become issuable pursuant to the antidilution adjustment
provisions of such plans, options and warrants.
(2) Estimated solely for purposes of calculating the applicable registration
fee, the proposed maximum offering price per share is $30.375, which
amount represents the average of the high and low per share sales prices
of the Common Stock on January 3, 1997, as reported on The Nasdaq National
Market.
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I of Form S-8
will be sent or given to participants in the Plans as specified by
Rule 428(b)(1) under the Securities Act of 1933, as amended (the "Securities
Act"). Such documents are not being filed with the Securities and Exchange
Commission (the "Commission"), but constitute (along with the documents
incorporated by reference into this Registration Statement pursuant to Item 3
of Part II hereof) a prospectus that meets the requirements of Section 10(a) of
the Securities Act.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
The following documents are incorporated by reference into this
Registration Statement and are deemed to be a part hereof from the date of the
filing of such documents:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1995.
(2) All reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
since December 31, 1995, specifically including the Registrant's Quarterly
Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and
September 30, 1996, and the Registrant's Current Reports on Form 8-K dated
February 14, 1996, February 27, 1996 (as amended on Form 8-K/A dated
February 27, 1996), March 29, 1996, May 8, 1996, May 9, 1996 (as amended on
Form 8-K/A dated May 9, 1996), May 15, 1996, May 20, 1996, May 31, 1996,
June 12, 1996, June 25, 1996, June 27, 1996, July 1, 1996 (as amended on
Form 8-K/A dated July 1, 1996), July 15, 1996, September 30, 1996, November 7,
1996, November 8, 1996, November 25, 1996 (as amended on Form 8-K/A dated
November 25, 1996), December 19, 1996, December 30, 1996, and January 3, 1997.
(3) The description of Common Stock contained in the Registrant's
Registration Statement on Form S-1, File No. 33-42530, as amended, and filed
with the Commission on September 13, 1991, including all amendments or reports
filed for the purpose of updating such description.
(4) All other documents subsequently filed by the Registrant
pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act
prior to the filing of a post-effective amendment to this Registration
Statement that indicates that all securities offered have been sold or that
deregisters all securities that remain unsold.
Any statement contained in a document incorporated or deemed incorporated
herein by reference shall be deemed to be modified or superseded for the
purpose of this Registration Statement to the extent that a statement contained
herein or in any subsequently filed document which also is, or is deemed to be,
incorporated herein by reference modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
THE REGISTRANT UNDERTAKES TO PROVIDE, WITHOUT CHARGE, TO EACH
PARTICIPANT, UPON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY
AND ALL OF THE DOCUMENTS OR INFORMATION REFERRED TO ABOVE THAT HAS BEEN OR
MAY BE INCORPORATED BY REFERENCE INTO THIS REGISTRATION STATEMENT (EXCLUDING
EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED
BY REFERENCE). REQUESTS SHOULD BE DIRECTED TO RICHARD L. HANDLEY, SECRETARY,
REPUBLIC INDUSTRIES, INC., 450 EAST LAS OLAS BOULEVARD, SUITE 1200,
FT. LAUDERDALE, FLORIDA 33301, TELEPHONE: (954) 713-5200
ITEM 4. DESCRIPTION OF SECURITIES. Not Applicable.
II-1
<PAGE> 4
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The legality of the shares of Common Stock registered hereby has been
passed upon for the Registrant by Akerman, Senterfitt & Eidson, P.A., Miami,
Florida. Certain attorneys employed by Akerman, Senterfitt & Eidson, P.A.
beneficially own an aggregate of approximately 540,000 shares of Common Stock
as of the date hereof.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Certificate of Incorporation of the Registrant entitles the Board of
Directors to provide for indemnification of directors and officers to the
fullest extent provided by law, except for liability (i) for any breach of a
director's duty of loyalty to the Registrant or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payments of dividends, or for
unlawful stock purchases or redemptions, or (iv) for any transaction from which
the director derives an improper personal benefit.
Article VII of the Bylaws of the Registrant provides that to the fullest
extent and in the manner permitted by the laws of the State of Delaware and
specifically as is permitted under Section 145 of the General Corporation Law
of the State of Delaware, the Registrant shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, other than an action by or in the right of the Registrant, by
reason of the fact that such person is or was a director, officer, employee or
agent of the Registrant, or is or was serving at the request of the Registrant
as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses, including attorneys'
fees, judgments, fines and amounts paid in settlement actually and reasonably
incurred in connection with such action, suit, or proceeding if he acted in
good faith and in a manner he reasonably believed to be in and not opposed to
the best interests of the Registrant, and with respect to any criminal action
or proceeding, he had no reasonable cause to believe his conduct was unlawful.
Determination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in and not opposed to the best
interests of the Registrant, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was lawful.
The Bylaws provide that the Registrant shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the Registrant to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the Registrant, or is or was serving at the
request of the Registrant as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses, including attorneys' fees, actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the Registrant, except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall
have been adjudged to be liable for negligence or misconduct in the performance
of his duty to the Registrant unless the court orders otherwise.
II-2
<PAGE> 5
The Bylaws provide that any decision as to indemnification shall be made:
(a) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding; or (b) if
such a quorum is not obtainable, or even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion; or (c) by the stockholders. The Board of Directors may authorize
indemnification of expenses incurred by an officer or director in defending a
civil or criminal action, suit or proceeding in advance of the final
disposition of such action, suit or proceeding. Indemnification pursuant to
these provisions is not exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise and shall continue as to a
person who has ceased to be a director or officer. The Registrant may purchase
and maintain insurance on behalf of any person who is or was a director or
officer.
Further, the Bylaws provide that the indemnity provided will be extended to
the directors, officers, employees and agents of any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers and employees or agents so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such
constituent corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, shall stand
in the same position under the provisions of the Bylaws with respect to the
resulting or surviving corporation as he/she would have with respect to such
constituent corporation if its separate existence had continued.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable.
II-3
<PAGE> 6
ITEM 8. EXHIBITS
The exhibits included as part of this Registration Statement are as follows:
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
4.1 Second Amended and Restated Certificate of Incorporation of
the Registrant (incorporated by reference to Exhibit 3.1 to
the Registrant's Post-Effective Amendment No. 3 to Registration
Statement on Form S-1, No. 33-63209)
4.2 Bylaws, as amended, of the Registrant (incorporated herein by
reference to Exhibit 3.2 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1995)
5.1 Opinion of Akerman, Senterfitt & Eidson, P.A.
23.1 Consent of Akerman, Senterfitt & Eidson, P.A. (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
23.3 Consent of KPMG Peat Marwick LLP
23.4 Consent of Munson, Cronick & Associates
</TABLE>
II-4
<PAGE> 7
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the information
set forth in this Registration Statement;
(iii) To include any material information with respect
to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in
this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities being offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the Registrant's articles of
incorporation, bylaws, or otherwise, the Registrant has been advised that in
the opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses
II-5
<PAGE> 8
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
(signatures on following page)
II-6
<PAGE> 9
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, as amended, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State
of Florida, on January 9, 1997.
REPUBLIC INDUSTRIES, INC.
(Registrant)
By: /s/ H. Wayne Huizenga
----------------------------
H. Wayne Huizenga
Chairman of the Board
and Co-Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
--------- -------- ----
<S> <C> <C>
/s/ H. Wayne Huizenga Chairman of the Board and January 9, 1997
- --------------------------- Co-Chief Executive Officer
H. Wayne Huizenga (Principal Executive Officer)
/s/ Steven R. Berrard Co-Chief Executive January 9, 1997
- --------------------------- Officer, President
Steven R. Berrard and Director
/s/ Harris W. Hudson Vice Chairman of the Board January 9, 1997
- ---------------------------
Harris W. Hudson
/s/ Michael S. Karsner Senior Vice President January 9, 1997
- --------------------------- and Chief Financial
Michael S. Karsner Officer (Principal
Financial Officer)
/s/ Michael R. Carpenter Vice President and Controller January 9, 1997
- --------------------------- (Principal Accounting Officer)
Michael R. Carpenter
/s/ Michael G. DeGroote Director January 9, 1997
- ---------------------------
Michael G. DeGroote
/s/ J.P. Bryan Director January 9, 1997
- ---------------------------
J.P. Bryan
</TABLE>
II-7
<PAGE> 10
<TABLE>
<S> <C> <C>
/s/ Rick L. Burdick Director January 9, 1997
- ---------------------------
Rick L. Burdick
/s/ George D. Johnson, Jr. Director January 9, 1997
- ---------------------------
George D. Johnson, Jr.
/s/ John J. Melk Director January 9, 1997
- ---------------------------
John J. Melk
</TABLE>
II-8
<PAGE> 11
EXHIBIT INDEX
TO
REGISTRATION STATEMENT ON FORM S-8
<TABLE>
<CAPTION>
Exhibit Number Description
-------------- -----------
<S> <C>
4.1 Second Amended and Restated Certificate of Incorporation of
the Registrant (incorporated by reference to Exhibit 3.1 to
the Registrant's Post-Effective Amendment No. 3 to Registration
Statement on Form S-1, No. 33-63209)
4.2 Bylaws, as amended, of the Registrant (incorporated herein by
reference to Exhibit 3.2 to the Registrant's Annual Report on
Form 10-K for the year ended December 31, 1995)
5.1 Opinion of Akerman, Senterfitt & Eidson, P.A.
23.1 Consent of Akerman, Senterfitt & Eidson, P.A. (included in Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP
23.3 Consent of KPMG Peat Marwick LLP
23.4 Consent of Munson, Cronick & Associates
</TABLE>
<PAGE> 1
EXHIBIT 5.1
AKERMAN, SENTERFITT & EIDSON, P.A.
ONE SE THIRD AVENUE
28th Floor
MIAMI, FLORIDA 33131
(305)374-5600
Telecopy (305)374-5095
January 9, 1997
Republic Industries, Inc.
450 E. Las Olas Boulevard, Suite 1200
Fort Lauderdale, Florida 33301
Re: Republic Industries, Inc.
Registration Statement on Form S-8
Gentlemen:
We have acted as counsel to Republic Industries, Inc., a Delaware
corporation (the "Company") in connection with the preparation and filing of
a Form S-8 Registration Statement (the "Registration Statement") relating to
766,342 shares (the "Shares") of the Company's common stock, $.01 par value per
share, issuable upon the exercise of options assumed by the Company which were
granted under the Addington Resources, Inc. Restated Stock Option Plan, the
Continental Waste Industries, Inc. 1995 Stock Option Plan for Outside
Directors, the Continental Waste Industries, Inc. 1995 Employee Stock Option
Plan and other compensation contracts for employees, directors and consultants
(the "Plans").
We have examined such corporate records, documents, instruments and
certificates of the Company and have received such representations from the
officers and directors of the Company and have reviewed such questions of law
as we have deemed necessary, relevant or appropriate to enable us to render the
opinion expressed herein. In such examination, we have assumed the genuineness
of all signatures and authenticity of all documents, instruments, records and
certificates submitted to us as originals.
On the basis of the foregoing, we are of the opinion that the Shares,
when issued in accordance with the terms and conditions of the Plans, will be
legally issued, fully paid and nonassessable.
The opinions expressed herein are limited to the corporate laws of the
State of Delaware and we express no opinion as to the effect on the matters
covered by any other jurisdiction.
This firm consents to the filing of this opinion as an exhibit to the
Registration Statement and to all references to the firm in the Registration
Statement.
Very truly yours,
/s/ Akerman, Senterfitt & Eidson, P.A.
---------------------------------------
Akerman, Senterfitt & Eidson, P.A.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
March 26, 1996 included in Republic Industries, Inc.'s Form 10-K for the year
ended December 31, 1995. We also consent to the incorporation by reference in
this registration statement of our report dated February 9, 1996 (except with
respect to the matter discussed in Note 33, as to which the date is
February 29, 1996) on the combined financial statements of the Schaubach
Companies, and our report dated March 5, 1996 on the combined financial
statements of the Denver Alarm Companies, and our report dated March 15, 1996
on the supplemental consolidated financial statements of Republic Industries,
Inc. and subsidiaries, all included in Republic Industries, Inc.'s Form 8-K/A
dated February 27, 1996; and our report dated May 15, 1996 on the consolidated
financial statements (restated) of Republic Industries, Inc. and subsidiaries
included in Republic Industries, Inc.'s Form 8-K dated May 15, 1996; and our
report dated September 30, 1996 on the supplemental consolidated financial
statements of Republic Industries, Inc. and subsidiaries; and our report dated
January 26, 1996 (except with respect to the matters discussed in Note 10, as
to which the date is August 19, 1996) on the consolidated financial statements
of AutoNation Incorporated and subsidiaries, and our report dated June 12, 1996
on the consolidated financial statements of CarChoice, Inc. and subsidiary, and
our report dated February 20, 1996 (except with respect to the matter
discussed in Note 1, as to which the date is December 11, 1996) on the
consolidated financial statements of Continental Waste Industries and
subsidiaries, and our report dated February 29, 1996 on the consolidated
financial statements of Addington Resources, Inc. and subsidiaries, all included
in Republic Industries, Inc.'s Form 8-K dated September 30, 1996 and Form 8-K/A
dated November 25, 1996, and our report dated December 5, 1996 on the
consolidated financial statements (restated) of Republic Industries, Inc. and
the supplemental consolidated financial statements of Republic Industries, Inc.
and subsidiaries included in Republic Industries, Inc.'s Form 8-K/A dated
November 25, 1996, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida
January 6, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Alamo Rent-A-Car, Inc. and Affiliates:
We consent to the incorporation by reference in this registration statement on
Form S-8 of Republic Industries, Inc. of our report dated March 8, 1996 (except
as to the second paragraph of Note 13, which is as of April 19, 1996 and the
second paragraph of Note 18, which is as of November 26, 1996) with respect to
the combined balance sheets of Alamo Rent-A-Car, Inc. and Affiliates as of
December 31, 1995 and 1994, and the related combined statements of operations,
equity, and cash flows for each of the years in the three-year period ended
December 31, 1995, our report dated March 8, 1996 (except as to the second
paragraph of Note 10, which is as of April 19, 1996 and the second paragraph of
Note 13, which is as of November 26, 1996) with respect to the consolidated
balance sheets of Guy Salmon USA, Ltd. and Subsidiaries as of December 31, 1995
and 1994, and the related consolidated statements of operations, partners'
capital (deficiency), and cash flows for each of the years in the three-year
period ended December 31, 1995, and our report dated March 8, 1996 (except as to
the third paragraph of Note 12, which is as of November 26, 1996) with respect
to the balance sheets of DKBERT Assoc. as of December 31, 1995 and 1994, and the
related statements of income, partners' capital, and cash flows for each of the
years in the three-year period ended December 31, 1995, which reports appear in
the Form 8-K of Republic Industries, Inc. dated November 25, 1996.
KPMG Peat Marwick LLP
Fort Lauderdale, Florida
January 8, 1997
<PAGE> 1
EXHIBIT 23.4
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
July 18, 1996 included in Republic Industries, Inc.'s Form 8-K dated September
30, 1996 and Form 8-K/A dated November 25, 1996, and to all references to our
Firm included in this registration statement.
/s/ Munson, Cronick & Associates
MUNSON, CRONICK & ASSOCIATES
Fullerton, California
January 6, 1997
