<PAGE> 1
As Filed with the Securities and Exchange Commission on June 13, 1997.
REGISTRATION NO. 333-_____
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
REPUBLIC INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C> <C>
450 East Las Olas Blvd.
Delaware Fort Lauderdale, Florida 33301 73-1105145
(State or other (954) 713-5200 (I.R.S. Employer
jurisdiction of (Address, including zip code, and Identification
incorporation or telephone number, including area No.)
organization) code of registrant's principal
executive offices)
</TABLE>
--------------------------------------------
JAMES O. COLE
Senior Vice President
Republic Industries, Inc.
450 East Las Olas Blvd.
Ft. Lauderdale, Florida 33301
(954) 713-5200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy To:
JONATHAN L. AWNER, ESQ.
Akerman, Senterfitt & Eidson, P.A.
One SE Third Ave.
Miami, Florida 33131
(305) 374-5600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 (the "Securities Act"), other than securities offered
only in connection with dividend or interest reinvestment plans, check the
following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
Title of each Proposed Maximum Proposed Maximum Amount of
class of securities Amount to be offering price aggregate offering registration
to be registered registered per unit(1) price(1) fee
- -----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value
$.01 per share.......... 11,352,835 $21.71875 $246,569,385.10 $74,718.00
</TABLE>
- ---------------
(1) ESTIMATED pursuant to Rule 457(c) solely for the purpose of calculating the
amount of the registration fee. The average of the high and low prices
reported on The Nasdaq Stock Market was $21.71875 on June 11, 1997.
--------------------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE> 2
REGISTRATION STATEMENT FILE NO. 333-______
PROSPECTUS
11,352,835 SHARES
REPUBLIC INDUSTRIES INC. (LOGO)
COMMON STOCK
This Prospectus relates to an aggregate of 11,352,835 shares (the "Shares")
of common stock, par value $.01 per share ("Common Stock"), of Republic
Industries, Inc., a Delaware corporation (the "Company"), which may be offered
(the "Offering") for sale by persons (the "Selling Stockholders") who have
acquired such shares in certain acquisitions of businesses by the Company and
other transactions not involving a public offering, including 130,953 shares
which may be offered for sale by certain of the Selling Stockholders who may
acquire such shares pursuant to the exercise of certain outstanding warrants.
The Shares are being registered under the Securities Act of 1933, as amended
(the "Securities Act"), on behalf of the Selling Stockholders in order to permit
the public sale or other distribution of the Shares.
The Shares may be sold or distributed from time to time by or for the
account of the Selling Stockholders or their pledgees through dealers, brokers
or other agents, or directly to one or more purchasers, including pledgees, at
market prices prevailing at the time of sale or at prices otherwise negotiated.
This Prospectus also may be used, with the Company's prior consent, by donees
of the Selling Stockholders, or by other persons acquiring Shares and who wish
to offer and sell such Shares under circumstances requiring or making desirable
its use. The Company will receive no portion of the proceeds from the sale of
the Shares offered hereby and will bear certain expenses incident to their
registration. See "Selling Stockholders" and "Plan of Distribution."
The Common Stock is currently traded on The Nasdaq Stock Market -- National
Market ("Nasdaq") under the symbol "RWIN." As of June 20, 1997, the Common
Stock is expected to be traded on The New York Stock Exchange (the "NYSE")
under the symbol "RII." On June 12, 1997, the last reported price for the
Common Stock as reported by Nasdaq was $20.4375 per share.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH UNDER
THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 4 OF THIS PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
June ___, 1997
<PAGE> 3
No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in or
incorporated by reference in this Prospectus in connection with the offer made
by this Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company or the Selling
Stockholders. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
not been any change in the facts set forth in this Prospectus or in the affairs
of the Company since the date hereof. This Prospectus does not constitute an
offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it is unlawful to
make such offer or solicitation.
TABLE OF CONTENTS
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PAGE
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Available Information....................................... 2
The Company................................................. 3
Risk Factors................................................ 4
Use of Proceeds............................................. 10
Selling Stockholders........................................ 11
Plan of Distribution........................................ 12
Description of Capital Stock................................ 13
Legal Matters............................................... 14
Experts..................................................... 14
Incorporation of Certain Documents by Reference............. 15
</TABLE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations promulgated thereunder, and, in accordance therewith, files
reports, proxy and information statements and other information with the
Securities and Exchange Commission (the "Commission"). These reports, proxy and
information statements and other information concerning the Company can be
inspected and copied at the public reference facilities maintained by the
Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549;
and at the Commission's regional offices located at Citicorp Center, Suite
1400, 500 West Madison Street, Chicago, Illinois 60661 and at Seven World Trade
Center, Suite 1300, New York, New York 10048. Copies of such material can also
be obtained from the Commission at prescribed rates through its Public
Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549. The
Commission also maintains a site on the World Wide Web at http://www.sec.gov
that contains reports, proxy and information statements and other information
regarding registrants that file electronically with the Commission. The Common
Stock is currently traded on Nasdaq. Information filed by the Company with
Nasdaq may be inspected at the offices of Nasdaq at 1735 K Street, N.W.,
Washington, D.C. 20006. As of June 20, 1997, the Common Stock is expected to
be traded on the NYSE. After the Common Stock is listed on the NYSE,
information filed by the Company with the NYSE may be inspected at the office
of the NYSE at 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act with respect to the Shares offered hereby
(including all amendments and supplements thereto, the "Registration
Statement"). This Prospectus, which forms a part of the Registration Statement,
does not contain all of the information set forth in the Registration Statement,
certain parts of which have been omitted in accordance with the rules and
regulations of the Commission. Statements contained herein concerning the
provisions of certain documents are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference. The Registration
Statement and the exhibits thereto can be inspected and copied at the public
reference facilities and regional offices of the Commission and at the offices
of Nasdaq referred to above.
2
<PAGE> 4
THE COMPANY
GENERAL
The Company is a diversified holding company with subsidiaries operating in
the automotive retailing, automotive rental, solid waste services, and
electronic security services industries. The Company owns the nation's largest
chain of new vehicle dealerships and is building a chain of used vehicle
megastores which it operates under the AutoNation USA brand name. The Company
also owns National Car Rental System, Inc. ("National"), Alamo Rent-A-Car, Inc.
("Alamo") and Spirit Rent-A-Car, Inc., as well as some of the country's leading
solid waste services and electronic security services companies, which operate
under their regionally known business names. The Company is aggressively
building its existing lines of business through internal growth and
acquisitions. The Company is actively negotiating to acquire additional
companies in its existing and complementary lines of business.
The Common Stock is currently traded on Nasdaq under the trading symbol
"RWIN." As of June 20, 1997, the Common Stock is expected to be traded on the
NYSE under the trading symbol "RII." The Company's principal executive
offices are located at 450 East Las Olas Boulevard, Suite 1200, Ft. Lauderdale,
Florida 33301, and its telephone number is (954) 713-5200.
3
<PAGE> 5
RISK FACTORS
An investment in the shares being offered hereby involves a significant
degree of risk. In addition to the other information set forth in this
Prospectus, prospective purchasers of the Shares should consider carefully the
following factors which may adversely affect the business, financial condition,
results of operations and future prospects of the Company, and the prevailing
market price and performance of the Company's Common Stock. Certain statements
and information contained or incorporated by reference herein constitute
"forward-looking statements" within the meaning of the Federal Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance, or achievements of the Company to be materially
different from any future results, performance, or achievements expressed or
implied by such forward-looking statements. Such factors include, among other
things:
Limited Operations and Operating Losses in Automotive Retailing Business.
Prior to August 1996, the Company had no history of operations in automotive
retailing and related businesses. The Company has rapidly expanded and currently
anticipates that it will continue to rapidly expand its operations in automotive
retailing and related businesses, through acquisitions of numerous franchised
automotive dealerships and the development of AutoNation USA megastores.
AutoNation Incorporated ("AutoNation"), which was acquired by the Company in
January 1997, has incurred losses from operations since inception and is
expected to continue to incur losses in the foreseeable future. The success of
the Company's aggressive development plans in the automotive retailing business
is dependent on a number of factors including, but not limited to, economic
conditions, competitive environment, adequate capital, accurate site selection,
construction schedules, supply of new and used vehicles, consumer acceptance of
the megastore concept in automotive retailing, vehicle manufacturers' approval
and control over dealership franchises, and the building of brand recognition.
There can be no assurance that the Company will be successful in the automotive
retailing industry or in any related automotive industries which it enters.
Need for Substantial Additional Capital. Additional capital will be
necessary to continue the Company's rapid expansion in its capital intensive
lines of business and to fully capitalize on acquisition and expansion
opportunities that may become available to the Company. There can be no
assurance that sufficient financing will be available on a timely basis, if at
all, or on terms acceptable to the Company. In the event that financing is not
available or is not available in the amounts or on terms acceptable to the
Company, the implementation of the Company's business strategy could be impeded
and the Company's ability to react to changes in the industries in which it does
business could be limited, which could have a material adverse effect on the
Company's business, financial condition and future prospects.
4
<PAGE> 6
Uncertainties in Integrating Operations and Achieving Cost Savings. Many
of the companies that the Company has recently acquired, including, but not
limited to, Alamo, National and AutoNation, and companies that the Company
plans to acquire, are large enterprises with operations in different markets.
The success of any business combination is in part dependent on management's
ability following the transaction to consolidate operations, integrate
departments, systems and procedures and thereby obtain business efficiencies,
economies of scale and related cost savings. The challenges posed to the
Company's management may be particularly significant because integrating the
recently acquired companies must be addressed contemporaneously. There can be
no assurance that future consolidated results will improve as a result of cost
savings and efficiencies from any such acquisitions or proposed acquisitions,
or as to the timing or extent to which cost savings and efficiencies will be
achieved.
Dependence on Vehicle Manufacturers. Automotive dealerships operate
pursuant to franchise agreements with vehicle manufacturers. In connection with
the Company's acquisition of franchised automotive dealerships, prior approval
of the applicable vehicle manufacturer may be required under the franchise
agreement of each franchised automotive dealership to be acquired, subject to
state laws protecting a franchisee's right to transfer such franchise. Although
the Company has established framework agreements with certain manufacturers to
facilitate the acquisition of dealerships operating their franchises, no
assurance can be given that such manufacturers or any other manufacturers will
approve of any particular franchised automotive dealership acquisition by the
Company or will not otherwise seek to impose restrictions on the Company's
future acquisitions, operations or capital structure as a condition to granting
such approval. In addition, once the Company has acquired a franchised
automotive dealership, the Company must operate the dealership in accordance
with the applicable franchise agreement. Franchise agreements generally provide
the manufacturers with considerable influence over the operations of the
dealership and generally provide for termination of the franchise agreement for
a variety of causes. Finally, the success of any franchised automotive
dealership is dependent, to a large extent, on the success of the vehicle
manufacturer. Therefore, the success of the Company's automotive dealerships is
dependent on the financial condition, management, marketing, production and
distribution capabilities of the vehicle manufacturers of which the Company
holds franchises. Any event that may have a material adverse effect on a vehicle
manufacturer, such as labor strikes or adverse publicity, may have a material
adverse effect on the Company's business, financial condition and future
prospects.
5
<PAGE> 7
Cost of Vehicle Rental Fleet. Vehicle depreciation is one of the single
largest cost components of the Company's automotive rental business, and it is
materially affected by vehicle manufacturers' repurchase programs, pursuant to
which the manufacturers agree to repurchase program vehicles during allowable
repurchase periods at determinable prices, subject to certain terms and
conditions ("Repurchase Programs"). Repurchase prices under Repurchase Programs
are based on either (i) a predetermined percentage of a vehicle's original
capitalized cost and the month in which the vehicle is returned or (ii) the
original capitalized cost less a set monthly depreciation amount. Repurchase
Programs limit the risk of market value decline at the time of vehicle
disposition and enable vehicle rental companies to accurately project their
vehicle depreciation expense. The Company currently has Repurchase Programs with
General Motors Corporation ("General Motors"), Chrysler Corporation, Ford Motor
Company, Mazda Motor of America, Inc., Nissan Motor Corporation U.S.A., Subaru
of America, Inc. and Toyota Motor Sales U.S.A., Inc. (including its Lexus
division). During model year 1996, Alamo and National purchased approximately
97% and 99.5%, respectively, of their U.S. vehicle fleets and a majority of
their European vehicle fleets under Repurchase Programs. If vehicle
manufacturers reduce the number or mix of vehicles available to vehicle rental
companies through Repurchase Programs or increase vehicle costs under Repurchase
Programs, there can be no assurance that the Company will be able to control its
rental fleet costs or selection, or to pass on any increases in vehicle cost to
rental customers, which could have a material adverse effect on the Company's
business, financial condition and future prospects.
Dependence on Vehicle Manufacturer's Credit. The Company's vehicle
rental business depends upon third-party financing for the purchase of revenue
earning vehicles for the Company's vehicle rental fleet. Since a substantial
portion of such financing is incurred in connection with major vehicle
manufacturers' Repurchase Programs, a significant change in the financial
conditions of the vehicle manufacturers, particularly General Motors, impairing
their ability to repurchase vehicles or their investment grade rating could
significantly affect the Company's ability to obtain such financing on as
favorable terms. In such an event, the Company may be prohibited from borrowing
additional amounts under such financing facilities for the purchase of vehicles
from
6
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such repurchase party, the Company may be required to repay a portion of the
indebtedness outstanding under such facilities based on the vehicles to be
repurchased by such repurchase party, and the Company may be required to remove
the vehicles of such repurchase party from the applicable collateral pool for
such facilities, which could have a material adverse effect on the Company's
business, financial condition and future prospects.
Dependence on Principal Rental Fleet Supplier. General Motors has been the
principal supplier of rental fleet vehicles to the Company's vehicle rental
business. Under the terms of the Company's Repurchase Programs with General
Motors, the Company's vehicle rental fleets must consist of specified minimum
percentages of General Motors vehicles (at least 51% for Alamo and at least 85%
for National) during model years 1996 through 2000 in order to receive certain
discounts and other incentives. Given the volume of vehicles purchased from
General Motors, shifting significant portions of the fleet purchases to other
manufacturers would require significant lead time. As a result, if General
Motors were unable to supply the Company's vehicle rental operations with the
planned number and type of vehicles, it could have a material adverse effect on
the Company's business, financial condition and future prospects.
Interest Rates and Restrictive Covenants. A substantial portion of the
Company's outstanding indebtedness is at floating interest rates. At times, the
Company uses interest rate swaps to manage the risk of interest rate
fluctuations. However, a substantial increase in interest rates could adversely
affect the Company's cost of indebtedness for borrowed money. In addition, most
of the Company's debt instruments contain covenants establishing certain
financial and operating restrictions. A failure to comply with any covenant or
any obligation contained in any credit agreement could result in an event of
default which could accelerate debt under certain other credit agreements.
Regulation of Collision Damage Waivers. Adoption of national or additional
state legislation limiting or eliminating the sale, or capping the rates, of
collision damage waivers, which constitute a significant percentage of the
Company's revenue from vehicle rental operations, could further restrict sales
of this product, and additional limitations on potential customer liability
could increase the Company's costs in its vehicle rental business.
7
<PAGE> 9
Environmental Regulation. It may be necessary to expend considerable time,
effort and money to keep the Company's existing or acquired facilities in
compliance with applicable federal, state and local requirements which regulate
health, safety, environment, zoning and land use, and as to which there may not
be adequate insurance coverages or reserves. In addition, certain of the
Company's waste disposal operations that traverse state boundaries could be
adversely affected if the federal government or the state in which a landfill is
located limits or prohibits, imposes discriminatory fees on, or otherwise seeks
to discourage, the disposal, within state boundaries, of waste collected outside
of the state. If environmental laws become more stringent, the Company's
environmental capital expenditures and costs for environmental compliance may
increase in the future. In addition, due to the possibility of unanticipated
factual or regulatory developments, the amounts and timing of future
environmental expenditures could vary substantially from those currently
anticipated.
Risks of Legal Proceedings. The Company generally will continue
to be involved in legal proceedings in the ordinary course of business.
Citizen's groups have become increasingly active in challenging the grant or
renewal of permits and licenses for landfills and other waste facilities, as
well as for automotive retailing megastores and related facilities, and
responding to such challenges has further increased the costs associated with
establishing new facilities or expanding current facilities. A significant
judgment against the Company, the loss of a significant permit or license or
the imposition of a significant fine could have a material adverse effect on
the Company's business, financial condition and future prospects. The Company
is currently a party to various legal proceedings, particularly in its
automotive rental business, as well as environmental proceedings which have
arisen in the ordinary course of its business. No assurance can be given with
respect to the outcome of these legal and environmental proceedings and the
effect such outcomes may have on the Company.
Seasonality; Dependence on Travel Industry and Fuel Supply. There can be
no assurance that protracted periods of inclement weather, decrease in air
travel or any other occurrence that disrupts travel
8
<PAGE> 10
patterns, disruption of fuel supplies or increases in fuel prices will not have
a material adverse effect on the Company's business, financial condition and
future prospects.
Competitive Environment. All of the Company's businesses operate in highly
competitive environments. In addition, the solid waste industry, the electronic
security services industry and the automotive retailing industry are each
changing as a result of rapid consolidation. The future success of the Company
will be affected by such changes, the nature of which cannot be forecast with
certainty. There can be no assurance that such developments will not create
additional competitive pressures on some or all of the Company's businesses.
Acquisition Strategy. The Company has an aggressive acquisition strategy
that has involved, and is expected to continue to involve, the acquisition of a
significant number of additional companies. There can be no assurance, however,
that significant acquisitions will continue to occur at the same pace or be
available to the Company on favorable terms, if at all, or that acquired
companies will be effectively integrated to realize expected efficiencies and
economies of scale.
Possible Depressing Effect of Future Sales of Common Stock. Since August
1995 and as of the date hereof, the Company has registered for sale, from time
to time on a continuous basis under several shelf registration statements, by
certain selling stockholders, an aggregate of approximately 319.1 million shares
of Common Stock (including the Shares registered hereunder). Future sales of
such shares, or the perception that such sales could occur, could adversely
affect the market price of Common Stock. There can be no assurance as to when,
and how many of, such shares will be sold and the effect such sales may have on
the market price of Common Stock. In addition, the Company intends to continue
to issue Common Stock in connection with certain of its acquisitions or in other
transactions. Such securities may be subject to resale restrictions in
accordance with the Securities Act and the regulations promulgated thereunder.
As such restrictions lapse or if such shares are registered for sale to the
public, such securities may be sold to the public. To facilitate the issuance of
Common Stock in making acquisitions, the Company has registered an additional
41.2 million shares of Common Stock pursuant to an acquisition shelf
registration statement, an aggregate of approximately 6.1 million shares of
which have been issued as of June 10, 1997. In the event of the issuance and
subsequent resale of a substantial number of shares of Common Stock, or a per-
ception that such sales could occur, there could be a material adverse effect
on the prevailing market price of Common Stock.
Dependence on Key Personnel. The Company's future success depends to a
significant extent on certain key executive officers, the loss of whom (whether
such loss is through resignation or other causes) could have a material adverse
effect on the Company's business and future prospects and the prevailing market
price of the Company's Common Stock.
9
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USE OF PROCEEDS
This Prospectus relates to Shares being offered and sold for the accounts
of the Selling Stockholders. The Company will not receive any proceeds from the
sale of the Shares but will pay all expenses related to the registration of the
Shares. See "Plan of Distribution."
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SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder,
the aggregate number of shares of Common Stock beneficially owned by each
Selling Stockholder as of June 10, 1997, and the aggregate number of shares of
Common Stock registered hereby that each Selling Stockholder may offer and sell
pursuant to this Prospectus. Because the Selling Stockholders may offer all or
a portion of the Shares at any time and from time to time after the date hereof,
no estimate can be made of the number of Shares that each Selling Stockholder
may retain upon completion of the Offering. However, assuming all of the Shares
offered hereunder are sold by the Selling Stockholders, then unless otherwise
noted, after completion of the Offering, none of the Selling Stockholders will
own more than one percent of the shares of Common Stock outstanding. Of the
11,352,835 shares offered hereby, 11,221,882 shares are issued and outstanding
as of the date of this Prospectus, and an aggregate of 130,953 shares have been
reserved for issuance by the Company to certain of the Selling Stockholders upon
the exercise of outstanding warrants. To the knowledge of the Company, none of
the Selling Stockholders has had within the past three years any material
relationship with the Company or any of its predecessors or affiliates, except
as set forth in the endnotes to the following table.
<TABLE>
<CAPTION>
SHARES TO BE OFFERED
SHARES BENEFICIALLY FOR THE SELLING
OWNED PRIOR TO STOCKHOLDER'S
SELLING STOCKHOLDERS THE OFFERING ACCOUNT
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<S> <C> <C>
Carlos Aguero (1) 964,274(2) 58,480(3)
Apex Investment Fund, L.P. (1) 14,219 14,219(3)
Bledco, Ltd. (4) 1,241 1,241
Mary Sue Bledsoe Courtney (4) 284,055 284,055
Matt C. Bledsoe, IV (4) 550,767 550,767
William C. Bledsoe (4) 550,767 550,767
Cathie Brindisi (5) 57,022 57,022
Richard Brindisi (5) 475,392 475,392
Marshall R. Chesrown (6) 2,384,419 2,384,419
Randall P. Courtney (4) 40,925 40,925
Randall P. Courtney and
Mary Sue Bledsoe
Courtney, JTWRS (4) 225,788 225,788
Environmental Venture
Fund Limited Partnership (1) 28,439 28,439(3)
Ronnie E. Green (6) 6,881 6,881
Edward D. Hammer (5) 773,208 773,208
Mark Hatfield (5) 38,118 38,118
Donald Hubbard (5) 75,926 75,926
Terry Jeffers (5) 38,118 38,118
Steven B. Kalafer (7) 2,078,677 2,078,677
Suzanne Kalafer (7) 218,344 218,344
Walter Glen Leach (6) 8,356 8,356
Todd A. Maul (6) 8,356 8,356
Richard L. Molenhouse (1) 12,001 12,001
Robert S. Molenhouse (1) 12,001 12,001
John Morgan (6) 4,178 4,178
Jimmie P. Neeley (6) 29,492 29,492
Ohio Savings Financial
Corporation (5) 918,862 918,862
The Productivity Fund
Limited Partnership (1) 14,219 14,219(3)
Philip D. Rash (5) 608,339 608,339
Vincent L. Siravo (6) 15,975 15,975
Thomas A. Volini (1) 193,405(8) 15,596(3)
G. Charles Walbridge (9) 387,504 387,504
Gregory C. Walbridge (9) 490,119 490,119
Kevin C. Walbridge (9) 400,912 400,912
Susan Walbridge-Huller (9) 405,160 405,160
Jack Williams (10) 6,935 6,935
Jeff Williams (5) 75,926 75,926
Jack Zeman (5) 38,118 38,118
</TABLE>
ENDNOTES:
(1) Served as an officer and/or director of, and/or was an affiliate of,
and/or held an equity interest in, Continental Waste Industries, Inc.
prior to the Company's acquisition of such company.
(2) Consists of (a) 905,794 shares held jointly with spouse, and (b) warrants
to acquire 58,480 shares.
(3) These shares may be issued upon exercise of certain outstanding warrants.
(4) Served as an officer and/or director of, and/or held an equity interest
in, Bledsoe Dodge, Inc. prior to the Company's acquisition of such
company. Matt C. Bledsoe, IV, William C. Bledsoe and Randall P. Courtney
continue to serve as officers of Bledsoe Dodge, Inc. as of the date of
this Prospectus.
(5) Served as an officer and/or director of, and/or held an equity interest
in, Spirit Rent-A-Car, Inc. prior to the Company's acquisition of such
company. Richard Brindisi and Edward D. Hammer continue to serve as
officers of Spirit Rent-A-Car, Inc. as of the date of this Prospectus.
(6) Served as an officer and/or director of, and/or held an equity interest
in, Chesrown Automotive Group, Inc. and/or certain related entities prior
to the Company's acquisition of such companies. Marshall R. Chesrown, Ron
E. Green, Todd A. Maul, Jimmie P. Neeley and Vincent L. Siravo continue to
serve as officers of Chesrown Automotive Group, Inc. and/or certain
related entities as of the date of this Prospectus.
(7) Served as an officer and/or director of, and/or held an equity interest
in, Ditschman/Flemington Ford-Lincoln-Mercury, Inc. and/or certain related
entities prior to the Company's acquisition of such companies.
Steven B. Kalafer continues to serve as an officer of Ditschman/Flemington
Ford-Lincoln-Mercury, Inc. as of the date of this Prospectus.
(8) Consists of (a) 157,329 shares held directly, (b) 20,480 shares held by a
family limited partnership controlled by Mr. Volini, and (c) warrants to
acquire 15,596 shares.
(9) Served as an officer and/or director of, and/or held an equity interest
in, National Serv-All, Inc. and certain affiliated companies prior to the
Company's acquisition of such companies. Gregory C. Walbridge and Kevin C.
Walbridge continue to serve as officers of National Serv-All, Inc. as of
the date of this Prospectus.
(10) Served as an officer and/or director of, and/or held an equity interest
in, Cleveland Container Service, Inc. prior to the Company's acquisition
of such company.
11
<PAGE> 13
PLAN OF DISTRIBUTION
The Selling Stockholders or pledgees may sell or distribute some or all of
the Shares from time to time through dealers or brokers or other agents or
directly to one or more purchasers, including pledgees, in transactions (which
may involve crosses and block transactions) on Nasdaq, on the NYSE or other
exchanges on which the Common Stock may be listed for trading, in privately
negotiated transactions (including sales pursuant to pledges) or in the
over-the-counter market, or in brokerage transactions, or in a combination of
such transactions. Such transactions may be effected by the Selling Stockholders
at market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices, or at fixed prices, which may be
changed. Brokers, dealers, or other agents participating in such transactions as
agent may receive compensation in the form of discounts, concessions or
commissions from the Selling Stockholders (and, if they act as agent for the
purchaser of such shares, from such purchaser). Such discounts, concessions or
commissions as to a particular broker, dealer, or other agent might be in excess
of those customary in the type of transaction involved. This Prospectus also may
be used, with the Company's consent, by donees of the Selling Stockholders, or
by other persons acquiring Shares and who wish to offer and sell such Shares
under circumstances requiring or making desirable its use. To the extent
required, the Company will file, during any period in which offers or sales are
being made, one or more supplements to this Prospectus to set forth the names of
donees of Selling Stockholders and any other material information with respect
to the plan of distribution not previously disclosed.
The Selling Stockholders and any such brokers, dealers or other
agents that participate in such distribution may be deemed to be "underwriters"
within the meaning of the Securities Act, and any discounts, commissions or
concessions received by any such brokers, dealers or other agents might
be deemed to be underwriting discounts and commissions under the Securities Act.
Neither the Company nor the Selling Stockholders can presently estimate the
amount of such compensation. The Company knows of no existing arrangements
between any Selling Stockholder and any other Selling Stockholder,
broker, dealer or other agent relating to the sale or distribution of the
Shares.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of any of the Shares may not simultaneously engage in
market activities with respect to the Common Stock for the applicable period
under Regulation M prior to the commencement of such distribution. In addition
and without limiting the foregoing, the Selling Stockholders will be subject
to applicable provisions of the Exchange Act and the rules and regulations
thereunder, including without limitation Rules 10b-5 and Regulation M, which
provisions may limit the timing of purchases and sales of any of the Shares by
the Selling Stockholders. All of the foregoing may affect the marketability of
the Common Stock.
The Company will pay substantially all of the expenses incident to this
Offering of the Shares by the Selling Stockholders to the public other than
commissions, concessions and discounts of brokers, dealers or other agents. Each
Selling Stockholder may indemnify any broker, dealer, or other agent that
participates in transactions involving sales of the Shares against certain
liabilities, including liabilities arising under the Securities Act. The Company
may agree to indemnify the Selling Stockholders and any such statutory
"underwriters" and controlling persons of such "underwriters" against certain
liabilities, including certain liabilities under the Securities Act.
12
<PAGE> 14
In order to comply with certain states' securities laws, if applicable, the
Shares will be sold in such jurisdictions only through registered or licensed
brokers or dealers.
DESCRIPTION OF CAPITAL STOCK
The Third Amended and Restated Certificate of Incorporation of the Company
(the "Certificate of Incorporation") authorizes capital stock consisting of
1,500,000,000 shares of Common Stock, par value $.01 per share, and 5,000,000
shares of preferred stock ("Preferred Stock"). There were 367,420,684 shares
of Common Stock, and no shares of Preferred Stock, issued and outstanding as of
June 6, 1997. The following summary description of the capital stock of
the Company is qualified in its entirety by reference to the Certificate of
Incorporation and Bylaws of the Company, copies of which have been filed as
exhibits to the Registration Statement of which this Prospectus is a part.
Common Stock. The holders of shares of Common Stock have equal pro rata
rights to dividends if, as and when declared by the Company's Board of
Directors; do not have any preemptive subscription or conversion rights; and
have one vote per share on all matters upon which the stockholders of the
Company may vote at all meetings of stockholders. There are no redemption or
sinking fund provisions applicable to the Common Stock. The holders of the
Common Stock of the Company do not have cumulative voting rights. As a result,
the holders of a majority of the shares voting for the election of directors can
elect all the members of the Board of Directors.
Preferred Stock. No shares of Preferred Stock are currently outstanding.
The Board of Directors is authorized to divide the Preferred Stock into series
and, with respect to each series, to determine the dividend rights, dividend
rate, conversion rights, voting rights, redemption rights and terms, liquidation
preferences, the number of shares constituting the series, the designation of
such series and such other rights, qualifications, limitations or restrictions
as the Board of Directors may determine. The Board of Directors could, without
shareholder approval, issue Preferred Stock with voting rights and other rights
that could adversely affect the voting power of holders of Common Stock and such
stock could be used to prevent a hostile takeover of the Company. The Company
has no present plans to issue any shares of Preferred Stock.
Certificate of Incorporation and Bylaws. The Company's Certificate of
Incorporation was amended on November 28, 1995 to (i) change the Company's
corporate name to Republic Industries, Inc., and (ii) to eliminate all
provisions relating to classes of the Board of Directors. The directors of the
Company are elected each year at the annual meeting of the stockholders for
terms of one year and until their successors are elected and qualified; existing
directors may nominate and elect qualified persons to fill vacancies on the
Board of Directors. The Certificate of Incorporation was amended on May 15, 1996
to increase the number of
13
<PAGE> 15
authorized shares of Common Stock to 500,000,000 from 350,000,000. The
Certificate of Incorporation was amended on May 13, 1997 to increase the number
of authorized shares of Common Stock to 1,500,000,000 from 500,000,000. The
Company's Bylaws provide that directors may be removed for cause by vote of
two-thirds of the other directors or by vote of a majority of stockholders, and
may be removed without cause by the vote of a majority of stockholders at a
meeting called for such purpose.
Transfer Agent and Registrar. The Transfer Agent and Registrar for the
Common Stock is First Chicago Trust Company of New York.
LEGAL MATTERS
The validity of the Shares offered 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 540,000 shares of Republic Common Stock as of the
date hereof.
EXPERTS
The consolidated financial statements (restated) and schedule and
supplemental consolidated financial statements for the Company as of December
31, 1996 and 1995 and for each of the years in the three-year period ended
December 31, 1996, the consolidated financial statements of AutoNation
Incorporated and Subsidiaries as of December 29, 1996 and December 31, 1995 and
for the 52 week period ended December 29, 1996 and the period from inception
(September 12, 1995) to December 31, 1995, the combined financial statements of
Kendall Automotive Group as of and for the ten-month period ended October 31,
1996, the consolidated financial statements of National Car Rental System, Inc.
and Subsidiaries as of May 31, 1996 and for the period from inception (April 4,
1995) to May 31, 1996, and the combined financial statements of AAA Disposal as
of and for the year ended December 31, 1996, incorporated by reference in this
Registration Statement have been audited by Arthur Andersen LLP, independent
certified public accountants, to the extent and for the periods as indicated in
their reports with respect thereto. The combined financial statements of
Carlisle Motors, Inc. as of November 30, 1996 and for the eleven month period
ended November 30, 1996 and the combined financial statements of the John Lance
Company as of and for the year ended December 31, 1996 incorporated by
reference in this Registration Statement have been audited by George B. Jones &
Co., P.C., independent certified public accountants, to the extent and for the
period as indicated in their report with respect thereto. 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 month period ended May 31,
1995 and for the years ended December 31, 1994 and 1993 incorporated by
reference in this Registration Statement have been audited by Deloitte & Touche
LLP, independent auditors, as stated in their report which is incorporated
herein by reference. The consolidated financial statements of Ed Mullinax, Inc.
and Subsidiaries as of April 30, 1996 and 1995 and for each of the two years in
the period ended April 30, 1996 incorporated by reference in this Registration
Statement have been audited by Dixon, Odom & Co., L.L.P., independent certified
public accountants, to the extent and for the periods as indicated in their
reports with respect thereto. The combined financial statements of Maroone
Automotive Group as of December 31, 1996 and 1995 and for each of the two years
in the period ended December 31, 1996 incorporated by reference in this
Registration Statement have been audited by Crowe, Chizek and Company LLP,
independent certified public accountants, to the extent and for the periods as
indicated in their reports with respect thereto. The combined financial
statements of Wallace Automotive Group as of and for the year ended December 31,
1996 incorporated by reference in this Registration Statement have been audited
by Goldenberg Rosenthal Friedlander LLP, independent certified public
accountants, to the extent and for the periods as indicated in their report with
respect thereto. The financial statements of Taormina Industries, Inc. as of
December 31, 1996 and 1995 and for the two years in the period ended December
31, 1996 incorporated by reference in this Registration Statement have been
audited by McGladrey & Pullen, LLP, independent certified public accountants, to
the extent and for the periods as indicated in their report with respect
thereto. The consolidated financial statements of Shad Management Company and
Consolidated Investees as of December 31, 1996 and for the period from April 1,
1996 to December 31, 1996 incorporated by reference in this Registration
Statement have been audited by KPMG Peat Marwick LLP, independent certified
public accountants, to the extent and for the periods as indicated in their
report with respect thereto. The combined financial statements of The Chesrown
Automotive Group as of and for the year ended December 31, 1996 incorporated by
reference in this Registration Statement have been audited by Bailey Saetveit &
Co., P.C., independent certified public accountants, to the extent and for the
period as indicated in their report with respect thereto. The consolidated
financial statements of Spirit Rent-A-Car, Inc. and subsidiary as of and for the
years ended December 31, 1996 and 1995 incorporated by reference in this
Registration Statement have been audited by Cohen & Company, independent
certified public accountants, to the extent and for the periods as indicated in
their report with respect thereto. The combined financial statements of
Ditschman/Flemington Ford - Lincoln - Mercury, Inc. and related entities as of
and for the year ended December 31, 1996 incorporated by reference in this
Registration Statement have been audited by Ehrenkrantz Sterling & Co., LLC,
independent certified public accountants, to the extent and for the period
indicated in their report with respect thereto. The financial statements of
Bledsoe Dodge, Inc. as of and for the years ended December 31, 1996 and 1995
incorporated by reference in this Registration Statement have been audited by
Coopers & Lybrand L.L.P., independent certified public accountants, to the
extent and for the periods as indicated in their report with respect thereto.
The combined financial statements of Bankston Automotive Group as of and for the
year ended March 31, 1997 incorporated by reference in this Registration
Statement have been audited by Turner & Vedrenne, independent certified public
accountants, to the extent and for the period as indicated in their report with
respect thereto. The financial statements of York Waste Disposal, Inc. as of
and for the years ended December 31, 1996 and 1995 incorporated by reference in
this Registration Statement have been audited by Miller & Co. LLP, independent
certified public accountants, to the extent and for the periods as indicated in
their report with respect thereto. As indicated in their reports with respect
hereto, the financial statements and schedule referred to above have been
incorporated by reference herein in reliance upon authority of said firms as
experts in accounting and auditing in giving said reports.
The combined financial statements of Grubb Automotive, Inc. as of and for
the years ended December 31, 1996 and 1995, appearing in the Company's Current
Report on Form 8-K dated June 13, 1997, and the combined financial statements of
Grubb Automotive, Inc. as of and for the year ended December 31, 1995, appearing
in the Company's Current Report on Form 8-K dated January 27, 1997, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon included therein and incorporated herein by reference. Such
combined financial statements are incorporated herein by reference in reliance
upon such reports given upon the authority of such firm as experts in accounting
and auditing.
14
<PAGE> 16
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act are incorporated by reference and made a
part of this Prospectus: (i) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996; (ii) all other reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31, 1996, specifically
including the Company's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 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, and June 13, 1997; (iii) the description of the Common
Stock contained in the Company's Registration Statement on Form 8-A, dated June
19, 1981, as amended; and (iv) the Company's Proxy Statement dated April 4, 1997
relating to the 1997 Annual Meeting of Stockholders held May 13, 1997, and the
Company's Proxy Statement dated December 13, 1996 related to the Special Meeting
of Stockholders held January 16, 1997.
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 Prospectus and prior to
the termination of the Offering shall be deemed to be incorporated by reference
in this Prospectus 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 Prospectus 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 Prospectus.
The making of a modifying or superseding statement shall not be deemed an
admission that the modified or superseded statement, when made, constituted a
misrepresentation, an untrue statement of a material fact or an omission to
state a material fact that is required to be stated or that is necessary to make
a statement not misleading in light of the circumstances in which it was made.
THE COMPANY UNDERTAKES TO PROVIDE, WITHOUT CHARGE, TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED,
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 IN THIS PROSPECTUS (EXCLUDING EXHIBITS TO SUCH DOCUMENTS UNLESS
SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE). REQUESTS SHOULD BE
DIRECTED TO JAMES O. COLE, SECRETARY, REPUBLIC INDUSTRIES, INC., 450 EAST
LAS OLAS BOULEVARD, SUITE 1200, FT. LAUDERDALE, FLORIDA 33301, TELEPHONE: (954)
713-5200.
15
<PAGE> 17
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses payable by the
Registrant in connection with the filing of this Registration Statement. All of
such expenses, other than the filing fee for the Commission, are estimates.
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee . . . . . . . . . . . . . . . . . . . . $ 74,718.00
Printing and Engraving Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,000.00
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 15,000.00
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,000.00
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,000.00
------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 110,718.00
============
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The 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 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 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.
II-1
<PAGE> 18
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 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 16. EXHIBITS
The following exhibits are filed as part of this Registration Statement:
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
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 Akerman, Senterfitt & Eidson, P.A. as to the validity
of the Shares.
23.1 Consent of Akerman, Senterfitt & Eidson, P.A. (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., LLP
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.
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 Marwick LLP
- ------------------------------
* FILED HEREWITH
II-2
<PAGE> 19
ITEM 17. 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;
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. Notwithstanding the foregoing, any
increase or decrease in volume of securities
offered (if the total dollar value of
securities offered would not exceed that
which was registered) and any deviation from
the low or high end of the estimated maximum
offering range may be reflected in the form
of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no
more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table 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 these paragraphs is contained in periodic reports filed with or
furnished by the Registrant pursuant to Section 13 or 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 herein,
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 that is
incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered herein, 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
II-3
<PAGE> 20
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.
II-4
<PAGE> 21
SIGNATURES
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-3 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State
of Florida, on June 13, 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 of 1933, as amended,
this registration statement or amendment thereto has been signed by the
following persons in the capacities indicated on June 13, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ H. Wayne Huizenga Chairman of the Board and
------------------------------------- Co-Chief Executive Officer
H. Wayne Huizenga (Principal Executive Officer)
/s/ Steven R. Berrard Co-Chief Executive
- -------------------------------------- Officer, President
Steven R. Berrard and Director
/s/ Michael S. Karsner Chief Financial Officer
- -------------------------------------- and Senior Vice
Michael S. Karsner President (Principal
Financial Officer)
/s/ Harris W. Hudson Vice Chairman and Director
-------------------------------------
Harris W. Hudson
/s/ Michael R. Carpenter Vice President and
------------------------------------- Corporate Controller
Michael R. Carpenter (Principal Accounting
Officer)
/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>
II-5
<PAGE> 22
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
<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 Akerman, Senterfitt & Eidson, P.A. as to the
validity of the Shares.
23.1 Consent of Akerman, Senterfitt & Eidson, P.A. (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., LLP
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.
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 Marwick LLP
</TABLE>
- ------------------
* FILED HEREWITH
<PAGE> 1
EXHIBIT 5.1
AKERMAN, SENTERFITT & EIDSON, P.A.
ATTORNEYS AT LAW
One S.E. Third Avenue
28th Floor
Miami, Florida 33131-2948
(305) 374-5600
Telecopy (305) 374-5095
June 13, 1997
Republic Industries, Inc.
450 East Las Olas Blvd., Suite 1200
Fort Lauderdale, Florida 33301
RE: REGISTRATION STATEMENT ON FORM S-3
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 on Form S-3 (the "Registration Statement") under the Securities Act
of 1933, as amended. The Registration Statement relates to an aggregate
of 11,352,835 shares of the Company's common stock, par value $0.01 per share,
11,221,882 of which are issued and outstanding (the "Shares") and 130,953 of
which have been reserved for issuance by the Company to certain of the Selling
Stockholders named therein upon the exercise of certain outstanding warrants
(the "Warrant Shares").
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 (i) the Shares have been duly and validly authorized and are validly
issued, fully paid and nonassessable and (ii) the Warrant Shares have been duly
and validly authorized, and when the warrants with respect thereto are duly
exercised and such Warrant Shares are issued against payment therefor in
accordance with the terms of such warrants, the Warrant Shares will be validly
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 the reference to the firm under the caption
"Legal Matters" in the prospectus which is part of 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
June 10, 1997 on the supplemental consolidated financial statements of Republic
Industries, Inc., and our report dated February 28, 1997 on the consolidated
financial statements of AutoNation Incorporated and subsidiaries, both included
in Republic Industries, Inc.'s Form 8-K dated June 13, 1997. We also consent to
the incorporation by reference in this registration statement of 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 January 26, 1996
(except with respect to the matter discussed in Note 10, as to which the date is
November 4, 1996) on the consolidated financial statements of AutoNation
Incorporated 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. Our report dated January 27, 1997 on the consolidated
financial statements (restated) and supplemental consolidated financial
statements of Republic Industries, Inc. 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. included in
Republic Industries, Inc.'s Form 10-K dated February 25, 1997, and our report
dated March 14, 1997 on the consolidated financial statements and supplemental
consolidated financial statements of Republic Industries, Inc. included in
Republic Industries, Inc.'s Form 8-K dated February 27, 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.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida,
June 10, 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
June 10, 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-3 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 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Minneapolis, Minnesota
June 10, 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., L.L.P.
DIXON, ODOM & CO., L.L.P.
Greensboro, North Carolina
June 12, 1997
<PAGE> 1
EXHIBIT 23.6
CONSENT OF INDEPENDENT AUDITORS
We consent to the references to our firm under the caption "Experts" in
the Registration Statement on Form S-3 and related Prospectus of Republic
Industries, Inc. and to the incorporation by reference therein 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 December 31, 1996 and 1995 and for the years then ended included in Republic
Industries, Inc.'s Current Report on Form 8-K dated June 13, 1997, filed with
the Securities and Exchange Commission, and to 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
ERNST & YOUNG LLP
Phoenix, Arizona
June 10, 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 and to the reference to our Firm included in the "Experts" section of this
registration statement.
/s/ Crowe, Chizek and Company LLP
CROWE, CHIZEK AND COMPANY LLP
Fort Lauderdale, Florida
June 10, 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
June 10, 1997
<PAGE> 1
EXHIBIT 23.9
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this registration
statement on Form S-3 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
June 9, 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
June 9, 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 SAITVEIT & CO. P.C.
BAILEY SAITVEIT & CO. P.C.
Englewood, Colorado
June 10, 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
June 10, 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
June 13, 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/ Norman L. Myers, II
-----------------------
NORMAN L. MYERS, II
Certified Public Accountant
June 11, 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-3 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. We also consent to the reference to our firm
under the caption "Experts."
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Fort Worth, Texas,
June 13, 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-3 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 and to the reference to our Firm under the heading
"Experts" in this Registration Statement on Form S-3.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Jacksonville, Florida
June 13, 1997
