<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 4)*
Republic Industries, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
- --------------------------------------------------------------------------------
(Title of Class of Securities)
760934 10 9
-----------
(CUSP Number)
Jonathan L. Awner, Esq.
Akerman, Senterfitt & Eidson, P.A.
One Southeast Third Avenue
Miami, Florida 33131
Tel. No. (305) 374-5600
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
January 16, 1997
----------------------------------------------------------------
(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
statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
(Continued on following pages)
<PAGE> 2
SCHEDULE 13D
CUSP NO. 760934 10 9
- ---------------------------- ---------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
H. Wayne Huizenga
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
2
(b)[ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
BK, OO
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
United States of America
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 30,008,353
SHARES --------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH -0-
REPORTING --------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
30,008,353
--------------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
30,008,353
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES* [X]
[See item 5]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
10.4%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
IN
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<PAGE> 3
SCHEDULE 13D
CUSP NO. 760934 10 9
- ---------------------------- ---------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Huizenga Investments Limited Partnership
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
2
(b)[ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
BK, OO
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Nevada
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 25,019,219
SHARES --------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH -0-
REPORTING --------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
25,019,219
--------------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
25,019,219
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
8.8%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
PN
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<PAGE> 4
SCHEDULE 13D
CUSP NO. 760934 10 9
- ---------------------------- ---------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Huizenga Investments, Inc.
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
2
(b)[ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
BK, OO
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Nevada
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 25,019,219
SHARES --------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH -0-
REPORTING --------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
25,019,219
--------------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
25,019,219
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
8.8%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- --------------------------------------------------------------------------------
<PAGE> 5
The reporting persons listed on the cover pages to this Schedule 13D
hereby make the following statement (this "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. This Statement is an amendment to
the Schedule 13D filed by H. Wayne Huizenga dated May 21, 1995, as amended by
Amendment No. 1 dated July 17, 1995, as amended by Amendment No. 2 dated August
3, 1995, as amended by Amendment No. 3 dated October 27, 1995 (the "Original
Schedule 13D"). For further information regarding any of the items amended
herein, reference is made to the Original Schedule 13D. Capitalized terms used
herein and not defined have the meanings ascribed to them in the Original
Schedule 13D.
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 of the Original Schedule 13D is hereby amended in its
entirety as follows:
This Statement is being filed jointly by H. Wayne Huizenga
("Mr. Huizenga"), Huizenga Investments Limited Partnership, a Nevada limited
partnership ("HILP"), and Huizenga Investments, Inc., a Nevada corporation
("HII"). Mr. Huizenga's business address is 450 East Las Olas Blvd., Fort
Lauderdale, Florida 33301 and the business address of HILP and HII is P.O. Box
50102 Hendersen, Nevada 89016. Mr. Huizenga is Chairman of the Board and
Co-Chief Executive Officer of the Issuer, which is a holding company with major
business segments in vehicle rental, vehicle retailing, integrated solid waste
services, and electronic security services and which is headquartered at 450
East Las Olas Blvd., Suite 1200, Fort Lauderdale, Florida 33301. Mr. Huizenga
also is Chairman of Huizenga Holdings, Inc., a holding and management company
for certain investments by Mr. Huizenga in privately- owned companies and
businesses. Mr. Huizenga is the sole shareholder of HII. HII's principal
business is to serve as the sole general partner of HILP. HILP's principal
business is to make, hold, and manage certain of Mr. Huizenga's investments in
publicly traded and other companies. Mr. Huizenga is a citizen of the United
States of America.
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The names, addresses and principal occupations of each
executive officer and director of HII, all of whom are United States citizens,
are as follows:
<TABLE>
<CAPTION>
PRINCIPAL
NAME TITLE BUSINESS ADDRESS OCCUPATION
- --------------------------- -------------------------- ------------------------------- ----------------
<S> <C> <C> <C>
Richard C. Rochon President and Huizenga Holdings, Inc. President of
Director 200 South Andrews Ave. Huizenga
Ft. Lauderdale, FL Holdings, Inc.
33301
Cris V. Branden Treasurer and Huizenga Holdings, Inc. Vice President
Director 200 South Andrews Ave. of Huizenga
Ft. Lauderdale, FL Holdings, Inc.
33301
William M. Pierce Secretary Huizenga Holdings, Inc. Vice President
200 South Andrews Ave. of Huizenga
Ft. Lauderdale, FL Holdings, Inc.
33301
Monte Miller Director and Huizenga Investments, Inc. President of
Assistant Treasurer P.O. Box 50102 Nevada Holdings
Henderson, NV 89106 Services Corp., a
provider of
corporate
services
</TABLE>
None of Mr. Huizenga, HII, HILP, or to the knowledge of the
reporting persons, any other person named in this Item 2 has, during the last
five years, (a) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) been a party to any civil proceeding
of a judicial or administrative body of competent jurisdiction, and as a result
of such proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities subject
to federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
OR OTHER CONSIDERATION.
Item 3 of the Original Schedule 13D is hereby amended by
adding the following paragraphs:
In May 1996, the Issuer declared a two-for-one stock split in
the form of a 100% stock dividend to stockholders of record on May 28, 1996,
which was distributed on June 8, 1996. All references to shares and per share
data in this Statement have been retroactively adjusted to reflect the stock
split.
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In April 1996, Mr. Huizenga was granted stock options to
purchase 467,117 shares of Common Stock at an exercise price of $16.125 per
share (the "1996 Options") under the Issuer's 1995 Employee Stock Option Plan.
The 1996 Options are presently exercisable in full. Mr. Huizenga's source of
funds for the exercise of the 1996 Options is undetermined as of the date
hereof, but most likely will come from personal funds.
On December 20, 1996, Mr. Huizenga transferred 8,997,440
shares of Common Stock and warrants to acquire 16,000,000 shares of Common Stock
at exercise prices ranging from $2.25 to $3.50 per share to HILP as a capital
contribution to HILP.
On January 3, 1997, Mr. Huizenga was granted stock options to
purchase 1,524,017 shares of Common Stock at an exercise price of $28.625 per
share (the "1997 Options") under the Issuer's 1995 Employee Stock Option Plan.
The 1997 Options are presently exercisable in full. Mr. Huizenga's source of
funds for the exercise of the 1997 Options is undetermined as of the date
hereof, but most likely will come from personal funds.
On January 16, 1997, in connection with the merger of
AutoNation Incorporated with a wholly owned subsidiary of the Issuer (the
"AutoNation Merger"), HILP acquired 21,779 shares of Common Stock (the "Merger
Shares") in exchange for its shares of common stock of AutoNation Incorporated.
In addition, in connection with the AutoNation Merger, Messrs. Rochon, Branden
and Pierce acquired, directly or indirectly, 272,245, 5,444 and 27,224 shares
of Common Stock, respectively, in exchange for their shares of common stock of
AutoNation Incorporated.
On January 21, 1997, Mr. Rochon acquired from the Issuer
210,000 shares of Common Stock in a private placement transaction at a price of
$35.50 per share.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Original Schedule 13D is hereby amended by
adding the following paragraph:
Mr. Huizenga, HII and HILP acquired the Merger Shares for
investment purposes and, except as set forth in the Original Schedule 13D, none
of the reporting persons or, to their knowledge, any other person named in Item
2 above, have any plans or proposals which relate to or would result in any of
the events or transactions described in Item 4(a)-(j) of Schedule 13D.
<PAGE> 8
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 January 16, 1997, Mr. Huizenga may be
deemed to beneficially own 30,008,353 shares of Common Stock (which includes
25,019,219 shares of Common Stock beneficially owned by HILP described below and
4,989,134 shares of Common Stock issuable upon exercise of the 1996 Options, the
1997 Options and other employee options described in the Original Schedule 13D)
representing approximately 10.4% of the outstanding shares of Common Stock,
calculated in accordance with Rule 13d-3 under the Exchange Act (based on
268,531,590 shares of Common Stock issued and outstanding as of January 16,
1997, plus the 16,000,000 shares of Common Stock issuable upon exercise of
warrants and 4,989,134 issuable upon exercise of employee stock options which
Mr. Huizenga may be deemed to beneficially own and which are deemed outstanding
for purposes of this computation). Mr. Huizenga has the sole power to vote and
the sole power to dispose of the 30,008,353 shares of Common Stock which he may
be deemed to beneficially own.
As of January 16, 1997, HILP may be deemed to beneficially own
25,019,219 shares of Common Stock (which includes 16,000,000 shares of Common
Stock issuable upon exercise of warrants) representing approximately 8.8% of the
outstanding shares of Common Stock, calculated in accordance with Rule 13d-3
under the Exchange Act (based on 268,531,590 shares of Common Stock issued and
outstanding as of January 16, 1997, plus the 16,000,000 shares of Common Stock
issuable upon exercise of the warrants which HILP may be deemed to beneficially
own and which are deemed outstanding for purposes of this computation). HILP has
the sole power to vote and the sole power to dispose of the 25,019,219 shares of
Common Stock which it may be deemed to beneficially own.
As of January 16, 1997, HII may be deemed to beneficially own
the 25,019,219 shares of Common Stock beneficially owned by HILP described
above. HII has the sole power to vote and the sole power to dispose of the
25,019,219 shares of Common Stock which it may be deemed to beneficially own.
Mr. Huizenga disclaims beneficial ownership of 1,043,559
shares of Common Stock beneficially owned, directly and indirectly, by his wife.
Except as described below, as of January 16, 1997, none of the
persons listed in Item 2 above (other than the reporting persons), individually
or in the aggregate, beneficially owns more than 1% of the outstanding shares of
Common Stock. Because the persons listed in Item 2 above (other than the
reporting persons) are either officers or directors of HII, they each may be
deemed, pursuant to Rule 13d-3 under the Exchange Act, to be the beneficial
owner of the 25,019,219 shares of Common Stock beneficially owned by HILP
described above. Each of such persons disclaims beneficial ownership of any of
the 25,019,219 shares of Common Stock.
<PAGE> 9
(c) Except with respect to the acquisition of shares of Common
Stock described herein and in the Original Schedule 13D, there have been no
other transactions in any securities of the Issuer affected by Mr. Huizenga,
HII, HILP or, to the knowledge of the reporting persons, any other person listed
in Item 2 above during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 of the Original Schedule 13D is hereby amended by
adding the following paragraphs:
Except as described herein and in the Original Schedule 13D,
none of Mr. Huizenga, HII, HILP or, to the knowledge of the reporting persons,
any other person listed in Item 2 above is a party to any contracts,
arrangements, understandings or relationships with any person with respect to
securities of the Issuer.
In connection with the AutoNation Merger described in Item 3
above, the Issuer has agreed to register the Merger Shares for possible resale
from time to time on a continuous basis pursuant to a shelf registration
statement to be filed with the Securities and Exchange Commission. In connection
with the AutoNation Merger, HILP agreed not to sell the Merger Shares for a
period of two years following the closing of the AutoNation Merger.
<PAGE> 10
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
/s/ H. Wayne Huizenga
---------------------------------------------
H. WAYNE HUIZENGA
Dated: January 22, 1997
<PAGE> 11
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
HUIZENGA INVESTMENTS LIMITED
PARTNERSHIP, a Nevada limited partnership
By: Huizenga Investments, Inc., a Nevada
corporation, as general partner
By:/s/ Richard C. Rochon
-------------------------------------
Richard C. Rochon
President
Dated: January 22, 1997
<PAGE> 12
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
HUIZENGA INVESTMENTS, INC., a Nevada
corporation
By: /s/ Richard C. Rochon
----------------------------------------
Richard C. Rochon
President
Dated: January 22, 1997
