<PAGE> 1
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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)
<TABLE>
<C> <C>
DELAWARE 75-1105145
(State or other (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
110 S. E. 6TH STREET, FORT LAUDERDALE, FLORIDA 33301
(Address of principal executive officers) (Zip Code)
</TABLE>
REPUBLIC REWARDS 401(K) PLAN
(Full title of the Plan)
---------------------
JAMES O. COLE, ESQ.
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
REPUBLIC INDUSTRIES, INC.
110 S.E. 6TH STREET, 20TH FLOOR
FORT LAUDERDALE, FLORIDA 33301
(Name and address of agent for service)
(954) 769-7200
(Telephone number, including area code, of agent for service)
---------------------
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<S> <C> <C> <C> <C>
PROPOSED
PROPOSED MAXIMUM
MAXIMUM AGGREGATE AMOUNT OF
TITLE OF SECURITIES AMOUNT TO OFFERING PRICE OFFERING REGISTRATION
TO BE REGISTERED BE REGISTERED PER SHARE PRICE* FEE
- ------------------------------------------------------------------------------------------------------------------
Common Stock par value $.01 per
share........................... 400,000 Shares $22.375(1) $8,950,000(1) $2,640.25
==================================================================================================================
</TABLE>
(1) Estimated solely for the purposes of calculating the registration fee,
computed pursuant to Rules 457(c) and (h) under the Securities Act of 1933,
as amended, on the basis of the average of the high and low prices of a
share of the Registrant's Common Stock as reported on The New York Stock
Exchange on December 18, 1997. In addition, pursuant to Rule 416(c) of the
Securities Act of 1933, as amended, this Registration Statement also covers
an indeterminate amount of interests to be offered or sold pursuant to the
employee benefit plan described herein.
* Employees participating in the Plan may allocate their contribution among
seven investment alternatives offered by the Plan which includes Common
Stock of the Registrant. The Registrant will contribute $.25 for each $1.00
of employee contributions up to 6% of eligible compensation in the form of
original issuances of Common Stock of the Registrant.
================================================================================
<PAGE> 2
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the Republic Rewards 401(k) Plan
(formerly called the Republic Industries, Inc., Retirement Savings Plan, the
"Plan") as specified by Rule 428(b)(1) promulgated by the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act").
Such document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into the 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 THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents, which have been filed by Republic Industries, Inc.
(the "Company") or by the Plan with the Commission pursuant to the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by
reference and made a part of this Registration Statement: (i) the Company's
Annual Report on Form 10-K for the fiscal year ended December 31, 1996; (ii) the
Annual Report of the Plan on Form 11-K (as amended on Form 11-K/A) for the
fiscal year ended December 31, 1996; (iii) all other reports filed by the
Company pursuant to Section 13(a) or 15(d) of the Exchange Act since December
31, 1996, specifically including the Company's Quarterly Reports on Form 10-Q
for the quarterly periods ended March 31, 1997, June 30, 1997 and September 30,
1997 and the Company's Current Reports on Form 8-K dated January 3, 1997,
January 5, 1997, January 14, 1997, January 16, 1997 (as amended on Form 8-K/A),
January 20, 1997, January 27, 1997, January 30, 1997, February 4, 1997, February
24, 1997, February 27, 1997 (as amended on Form 8-K/A), April 10, 1997, May 14,
1997, June 13, 1997, August 19, 1997, September 15, 1997, September 29, 1997,
October 3, 1997 (as amended on Form 8-K/A), and November 20, 1997; and (iv) the
description of the Common Stock contained in the Company's Registration
Statement on Form 8-A, dated June 19, 1981, as amended.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Registration Statement
and prior to the termination of the offering of the Shares shall be deemed to be
incorporated by reference in this Registration Statement and to be a part hereof
from the date of filing of such documents. Any statement contained in a document
or information incorporated or deemed to be incorporated herein by reference
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any subsequently
filed document that 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.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable
2
<PAGE> 3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The validity of the Shares registered hereby will be passed upon for the
Company by Akerman, Senterfitt & Eidson, P.A., Miami, Florida. Certain attorneys
employed by Akerman, Senterfitt & Eidson, P.A. beneficially own an aggregate of
approximately 550,000 shares of Common Stock as of the date hereof.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Third Amended and Restated Certificate of Incorporation of the Company
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 director's duty of loyalty to the Company 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 derived an improper personal benefit.
Article VII of the Bylaws of the Company provide 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 Company 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 Company, by reason
of the fact that such person is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company 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 Company, and with respect to any criminal action or proceeding,
he had no reasonable cause to believe his conduct was unlawful. Determination of
an 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
Company, and with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was lawful.
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 Company 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.
Under an insurance policy maintained by the Company, the directors and
officers of the Company are insured, within the limits and subject to the
limitations of the policy, against certain expenses in connection with the
defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed
3
<PAGE> 4
as a result of such claims, actions, suits or proceedings, which may be brought
against them by reason of being or having been such directors or officers.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
<C> <C> <S>
4.1 -- Third Amended and Restated Certificate of Incorporation of
Republic Industries, Inc. (incorporated by reference to
Exhibit 99 to the Registrant's Current Report on Form 8-K
dated May 14, 1997).
4.2 -- Bylaws of Republic Industries, Inc., as amended to date
(incorporated 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 Counsel as to the validity of the Shares.
23.1* -- Consent of Counsel (included in Exhibit 5.1 above).
23.2* -- Consent of Arthur Andersen LLP
23.3* -- Consent of George B. Jones & Co., P.C.
23.4* -- Consent of Deloitte & Touche LLP
23.5* -- Consent of Dixon, Odom & Co., L.L.P.
23.6* -- Consent of Ernst & Young LLP
23.7* -- Consent of Crowe, Chizek and Company LLP
23.8* -- Consent of Goldenberg Rosenthal Friedlander LLP
23.9* -- Consent of McGladrey & Pullen LLP
23.10* -- Consent of Ehrenkrantz, Sterling & Co., LLC
23.11* -- Consent of Bailey Saetveit & Co., P.C.
23.12* -- Consent of Cohen & Company
23.13* -- Consent of Turner & Vedrenne
23.14* -- Consent of Miller & Co. LLP
23.15* -- Consent of Coopers & Lybrand L.L.P.
23.16* -- Consent of KPMG Peat Markwick LLP
23.17* -- Consent of Price Waterhouse LLP
23.18* -- Consent of Piercy, Bowler, Taylor & Kern
23.19* -- Consent of Bowden & Wood
23.20* -- Consent of Ernst & Young LLP
</TABLE>
- ---------------
* Filed herewith.
In lieu of the opinion of counsel or determination letter contemplated by
Section 601(b)(5) of Regulation S-K, the Registrant hereby undertakes that it
has submitted the Plan and will submit any amendments thereto to the Internal
Revenue Service ("IRS") in a timely manner and will make all changes required by
the IRS in order to continue to qualify the Plan under Section 401 of the
Internal Revenue Code of 1986, as amended.
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 be Section 10(a)(3) of the Securities Act; (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 hereof)
which, individually or in the aggregate, represent a
4
<PAGE> 5
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) 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 Exchange Act that are incorporated by
reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the Securities
Act, each such post-effective amendment 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.
(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, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and each filing of the Plan's annual report pursuant to Section
15(d) of the Exchange Act) 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 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities 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 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 Securities Act and will be governed by the final
adjudication of such issue.
5
<PAGE> 6
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 November 4, 1997.
REPUBLIC INDUSTRIES, INC.
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, as amended, this
Registration Statement has been signed by the following persons in the
capacities indicated on November 4, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ H. WAYNE HUIZENGA Chairman of the Board and Co-Chief
- ----------------------------------------------------------- Executive Officer (Principal Executive
H. Wayne Huizenga Officer)
/s/ STEVEN R. BERRARD Co-Chief Executive Officer, President and
- ----------------------------------------------------------- Director
Steven R. Berrard
/s/ MICHAEL S. KARSNER Senior Vice President and Chief Financial
- ----------------------------------------------------------- Officer (Principal Financial and
Michael S. Karsner Accounting Officer)
/s/ HARRIS W. HUDSON Vice Chairman and Director
- -----------------------------------------------------------
Harris W. Hudson
/s/ MICHAEL G. DEGROOTE Director
- -----------------------------------------------------------
Michael G. DeGroote
/s/ J.P. BRYAN Director
- -----------------------------------------------------------
J.P. Bryan
/s/ RICK L. BURDICK Director
- -----------------------------------------------------------
Rick L. Burdick
/s/ GEORGE D. JOHNSON, JR. Director
- -----------------------------------------------------------
George D. Johnson, Jr.
/s/ JOHN J. MELK Director
- -----------------------------------------------------------
John J. Melk
/s/ ROBERT J. BROWN Director
- -----------------------------------------------------------
Robert J. Brown
</TABLE>
6
<PAGE> 7
THE PLAN
Pursuant to the requirements of the Securities Act, the Plan administrator
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 December 18, 1997.
REPUBLIC REWARDS 401(k) Plan
By: The Administrative Committee, as Plan Administrator
/s/ David Barclay
- ------------------------------------------------------
By: David Barclay
Title: Secretary and member of Administrative Committee,
Administrator of the Republic Rewards 401(k) Plan
7
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
NUMBER EXHIBIT DESCRIPTION PAGE NO.
- ------ ------------------- ----------
<C> <C> <S> <C>
4.1 -- Third Amended and Restated Certificate of Incorporation of
Republic Industries, Inc. (incorporated by reference to
Exhibit 99 to the Registrant's Current Report on Form 8-K
dated May 14, 1997).
4.2 -- Bylaws of Republic Industries, Inc., as amended to date
(incorporated 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 Counsel as to the validity of the Shares
23.1* -- Consent of Counsel (included in Exhibit 5.1 above)
23.2* -- Consent of Arthur Andersen LLP
23.3* -- Consent of George B. Jones & Co., P.C.
23.4* -- Consent of Deloitte & Touche LLP
23.5* -- Consent of Dixon, Odom & Co., L.L.P.
23.6* -- Consent of Ernst & Young LLP
23.7* -- Consent of Crowe, Chizek and Company LLP
23.8* -- Consent of Goldenberg Rosenthal Friedlander LLP
23.9* -- Consent of McGladrey & Pullen LLP
23.10* -- Consent of Ehrenkrantz, Sterling & Co., LLC
23.11* -- Consent of Bailey Saetveit & Co., P.C.
23.12* -- Consent of Cohen & Company
23.13* -- Consent of Turner & Vedrenne
23.14* -- Consent of Miller & Co. LLP
23.15* -- Consent of Coopers & Lybrand L.L.P.
23.16* -- Consent of KPMG Peat Markwick LLP
23.17* -- Consent of Price Waterhouse LLP
23.18* -- Consent of Piercy, Bowler, Taylor & Kern
23.19* -- Consent of Bowden & Wood
23.20* -- Consent of Ernst & Young LLP
</TABLE>
- ---------------
* Filed herewith.
8
<PAGE> 1
EXHIBIT 5.1
AKERMAN, SENTERFITT & EIDSON, P.A.
ATTORNEYS AT LAW
One SE Third Avenue
28th Floor
Miami, Florida 33131
(305) 374-5600
Telecopy (305) 374-5095
December 19, 1997
Republic Industries, Inc.
110 S.E. 6th Street
Fort Lauderdale, Florida 33301
RE: REGISTRATION STATEMENT ON FORM S-8
(THE "REGISTRATION STATEMENT")
Gentlemen:
We have acted as counsel to Republic Industries, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission of the Registration
Statement under the Securities Act of 1933, as amended (the "Securities Act").
The Registration Statement relates to 400,000 shares (the "Shares") of the
Company's common stock, par value $0.01 per share ("Common Stock"), which may be
issued by the Company from time to time in accordance with the terms of the
Republic Rewards 401(k) Plan (the "Plan").
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.
Based upon such examination and review and upon the representations made to
us by the officers and directors of the Company, we are of the opinion that when
the Registration Statement becomes effective under the Securities Act and the
Shares are issued in accordance with the terms and conditions of the Plan, the
Shares will constitute legally issued, fully paid and non-assessable securities
of the Company.
The opinion expressed herein is 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,
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
November 18, 1997 on the consolidated financial statements (restated) of
Republic Industries, Inc. and subsidiaries included in Republic Industries,
Inc.'s Form 8-K dated November 20, 1997. We also consent to the incorporation by
reference in this registration statement of our report dated April 25, 1997 on
the combined financial statements of Pierce Automotive Group, and our report
dated March 28, 1997 on the consolidated financial statements of Snappy Car
Rental, Inc., included in Republic Industries, Inc.'s Form 8-K dated September
15, 1997; and our report dated July 19, 1996 (except as to Note 17, which is as
of January 5, 1997) on the consolidated financial statements of National Car
Rental System, Inc. and subsidiaries, included in Republic Industries, Inc.'s
Form 8-K dated January 27, 1997; and our report dated January 3, 1997 on the
combined financial statements of Kendall Automotive Group included in Republic
Industries, Inc.'s Form 8-K dated February 27, 1997; and our report dated March
21, 1997 on the combined financial statements of AAA Disposal included in
Republic Industries, Inc.'s Form 8-K/A dated February 27, 1997; and our report
dated February 28, 1997 on the consolidated financial statements of AutoNation
Incorporated and subsidiaries included in Republic Industries, Inc.'s Form 8-K
dated June 13, 1997; and our report dated July 8, 1997 on the financial
statements of Republic Industries, Inc. Retirement Savings Plan included in
Republic Industries, Inc.'s Form 11-K/A dated July 11, 1997, and to all
references to our Firm included in this registration statement. Our report dated
January 27, 1997 on the consolidated financial statements (restated) and
supplemental consolidated financial statements of Republic Industries, Inc. and
subsidiaries included in Republic Industries, Inc.'s Form 8-K dated January 27,
1997, our report dated February 25, 1997 on the consolidated financial
statements of Republic Industries, Inc. and subsidiaries included in Republic
Industries, Inc.'s Form 10-K dated February 25, 1997, our report dated March 14,
1997 on the consolidated financial statements and supplemental consolidated
financial statements of Republic Industries, Inc. and subsidiaries included in
Republic Industries, Inc.'s Form 8-K dated February 27, 1997, our report dated
June 10, 1997 on the consolidated financial statements (restated) and
supplemental consolidated financial statements of Republic Industries, Inc. and
subsidiaries included in Republic Industries, Inc.'s Form 8-K dated June 13,
1997, our report dated August 15, 1997 on the consolidated financial statements
(restated) of Republic Industries, Inc. and subsidiaries included in Republic
Industries, Inc.'s Form 8-K dated August 19, 1997, and our report dated
September 15, 1997 on the supplemental consolidated financial statements of
Republic Industries, Inc. and subsidiaries included in Republic Industries,
Inc.'s Form 8-K dated September 15, 1997 are no longer appropriate since
restated financial statements have been presented giving effect to subsequent
business combinations accounted for under the pooling of interests method of
accounting.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida,
December 17, 1997.
<PAGE> 1
EXHIBIT 23.3
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
May 9, 1997 on the combined financial statements of John Lance Company
included in Republic Industries, Inc.'s Form 8-K dated June 13, 1997, and our
report dated December 20, 1996 on the combined financial statements of Carlisle
Motors, Inc. included in Republic Industries, Inc.'s Form 8-K dated January 27,
1997 and to all references to our Firm included in this registration
statement.
/s/ GEORGE B. JONES & CO., P.C.
GEORGE B. JONES & CO., P.C.
Memphis, Tennessee
December 17, 1997
<PAGE> 1
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Republic Industries, Inc. on Form S-8 of our report dated February 2, 1996
relating to the consolidated financial statements of National Car Rental System,
Inc. and subsidiaries as of May 31, 1995 and December 31, 1994 and for the five
months ended May 31, 1995 and for the years ended December 31, 1994 and 1993
appearing in the Current Report on Form 8-K of Republic Industries, Inc. dated
January 27, 1997.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Minneapolis, Minnesota
December 17, 1997
<PAGE> 1
EXHIBIT 23.5
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 31, 1996 on the consolidated financial statements of Ed Mullinax, Inc. and
Subsidiaries included in Republic Industries, Inc.'s Form 8-K dated January 27,
1997 and to all references to our Firm included in this registration statement.
/s/ DIXON, ODOM & CO., PLLC
DIXON, ODOM & CO., PLLC
Greensboro, North Carolina
December 17, 1997
<PAGE> 1
EXHIBIT 23.6
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration
Statement of Republic Industries, Inc. on Form S-8 of our report
dated March 31, 1997, with respect to the combined financial statements of Grubb
Automotive, Inc., Jack Sherman Chevrolet, Inc., Lou Grubb Chevrolet, Inc., Lou
Grubb Ford, Inc., Lou Grubb Saturn, Inc., and Saturn of Tempe, Inc. ("Grubb") as
of and for the years ended December 31, 1996 and 1995 included in Republic
Industries, Inc.'s Current Report on Form 8-K dated June 13, 1997, filed with
the Securities and Exchange Commission, and our report dated October 31, 1996
with respect to the combined financial statements of Grubb as of December 31,
1995 and for the year then ended included in Republic Industries, Inc.'s Current
Report on Form 8-K dated January 27, 1997, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
Phoenix, Arizona
December 17, 1997
<PAGE> 1
EXHIBIT 23.7
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
our report dated February 14, 1997 on the combined financial statements
of Maroone Automotive Group as of December 31, 1996 and 1995 and for the years
then ended included in Republic Industries, Inc.'s Form 8-K dated February 27,
1997.
/s/ Crowe, Chizek and Company LLP
CROWE, CHIZEK AND COMPANY LLP
Fort Lauderdale, Florida
December 17, 1997
<PAGE> 1
EXHIBIT 23.8
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
February 17, 1997 on the combined financial statements of The Wallace Companies
included in Republic Industries, Inc.'s Form 8-K dated February 27, 1997 and to
all references to our Firm included in this registration statement.
/s/ GOLDENBERG ROSENTHAL FRIEDLANDER, LLP
GOLDENBERG ROSENTHAL FRIEDLANDER, LLP
Jenkintown, Pennsylvania
December 17, 1997
<PAGE> 1
EXHIBIT 23.9
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this registration
statement on Form S-4 of Republic Industries, Inc. of our report dated January
24, 1997, except for the first paragraph of Note 13 as to which the date is
February 13, 1997, on the financial statements of Taormina Industries, Inc.
included in Republic Industries, Inc.'s Form 8-K dated February 27, 1997, and
to the reference to our Firm under captions "Experts" in the prospectus.
/s/ McGLADREY & PULLEN, LLP
McGLADREY & PULLEN, LLP
Anaheim, California
December 17, 1997
<PAGE> 1
EXHIBIT 23.10
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
May 28, 1997, on the combined financial statements of
Ditschman/Flemington-Ford-Lincoln-Mercury, Inc. and related entities included in
Republic Industries, Inc.'s Form 8-K dated June 13, 1997 and to all references
to our Firm included in this registration statement.
/s/ EHRENKRANTZ STERLING & CO. LLC
EHRENKRANTZ STERLING & CO. LLC
Roseland, NJ
December 17, 1997
<PAGE> 1
EXHIBIT 23.11
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
February 13, 1997 on the combined financial statements of Chesrown Automotive
Group included in Republic Industries, Inc.'s Form 8-K dated June 13, 1997 and
to all references to our Firm included in this registration statement.
/s/ BAILEY SAETVEIT & CO. P.C.
BAILEY SAETVEIT & CO. P.C.
Englewood, Colorado
December 17, 1997
<PAGE> 1
EXHIBIT 23.12
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
January 31, 1997 on the consolidated financial statements of Spirit Rent-A-Car,
Inc. included in Republic Industries, Inc.'s Form 8-K dated June 13, 1997 and
to all references to our Firm included in this registration statement.
/s/ COHEN & COMPANY
COHEN & COMPANY
Cleveland, Ohio
December 17, 1997
<PAGE> 1
EXHIBIT 23.13
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
May 22, 1997, on the combined financial statements of Bankston Automotive
Group included in Republic Industries, Inc.'s Form 8-K dated June 13, 1997, and
to all references to our Firm included in this registration statement.
/s/ TURNER & VEDRENNE
TURNER & VEDRENNE
Dallas, Texas
December 17, 1997
<PAGE> 1
EXHIBIT 23.14
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
January 27, 1997, on the financial statements of York Waste Disposal, Inc.
included in Republic Industries, Inc.'s Form 8-K/A dated February 27, 1997 and
to all references to our Firm included in this registration statement.
MILLER & CO. LLP
/s/ MILLER & CO. LLP
York, Pennsylvania
December 17, 1997
<PAGE> 1
EXHIBIT 23.15
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Republic Industries, Inc. on Form S-8 of our report dated February 21, 1997 of
our audits of the financial statements of Bledsoe Dodge, Inc. as of and for the
years ended December 31, 1996 and 1995 included in Republic Industries, Inc.'s
Form 8-K dated June 13, 1997.
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Fort Worth, Texas,
December 17, 1997
<PAGE> 1
EXHIBIT 23.16
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Shad Management Company and Consolidated Investees:
We consent to the incorporation by reference in this registration statement on
Form S-8 of Republic Industries, Inc. of our report dated February 12, 1997
(except as to note 7, which is as of February 23, 1997) with respect to the
consolidated balance sheet of Shad Management Company and Consolidated
Investees as of December 31, 1996, and the related consolidated statements of
operations, retained earnings and cash flows for the period April 1, 1996 to
December 31, 1996, which report appears in the Form 8-K of Republic Industries,
Inc. dated June 13, 1997.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Jacksonville, Florida
December 17, 1997
<PAGE> 1
EXHIBIT 23.17
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of Republic Industries, Inc. of our report dated January
24, 1997 on the combined financial statements of De La Cruz Automotive Group
included in Republic Industries, Inc.'s Form 8-K dated September 15, 1997.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Miami, Florida,
December 17, 1997.
<PAGE> 1
EXHIBIT 23.18
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
August 21, 1997 on the combined financial statements of Silver State Disposal
Service, Inc. and Affiliates included in Republic Industries, Inc.'s Form 8-K
dated September 15, 1997 and to all references to our Firm included in this
registration statement.
/s/ PIERCY, BOWLER, TAYLOR & KERN
PIERCY, BOWLER, TAYLOR & KERN
Las Vegas, Nevada,
December 17, 1997
<PAGE> 1
EXHIBIT 23.19
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
September 5, 1997 on the financial statements of Courtesy Auto Group included
in Republic Industries, Inc.'s Form 8-K dated September 15, 1997 and to all
references to our Firm included in this registration statement.
/s/ BOWDEN & WOOD
BOWDEN & WOOD
Louisville, Kentucky,
December 17, 1997.
<PAGE> 1
EXHIBIT 23.20
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement
(Form S-8 No. 333-00000) pertaining to the Republic Rewards 401(k) Plan of
Republic Industries, Inc. of our report dated March 14, 1997, with respect to
the financial statements of Value Rent-A-Car, Inc. as of and for the year ended
December 31, 1996 included in Republic Industries, Inc.'s Current Report on Form
8-K dated September 15, 1997, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
West Palm Beach, Florida
December 15, 1997
