<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)*
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
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(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)
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SCHEDULE 13D
CUSP NO. 760934 10 9
- ---------------------------- --------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Harris W. Hudson
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
2
(b)[ ]
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SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
PF
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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 19,847,284
SHARES --------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH -0-
REPORTING --------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
19,847,284
--------------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
19,847,284
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [See Item 5] [X]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.3%
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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
Harris W. Hudson Limited Partnership
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
2
(b)[ ]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
WC
- --------------------------------------------------------------------------------
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
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SOLE VOTING POWER
7
NUMBER OF 19,621,779
SHARES --------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH -0-
REPORTING --------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
19,621,779
--------------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
19,621,779
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.2%
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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
Harris W. Hudson, Inc.
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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
WC
- --------------------------------------------------------------------------------
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 19,621,779
SHARES --------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH -0-
REPORTING --------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
19,621,779
--------------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
--------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
19,621,779
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
7.2%
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TYPE OF REPORTING PERSON*
14
CO
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<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 Harris W. Hudson dated May 21, 1995, as amended by
Amendment No. 1 dated June 29, 1995, as amended by Amendment No. 2 dated August
3, 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 Harris W. Hudson
("Mr. Hudson"), Harris W. Hudson Limited Partnership, a Nevada limited
partnership ("HWHLP"), and Harris W. Hudson, Inc., a Nevada corporation
("HWHI"). Mr. Hudson's business address is 450 East Las Olas Blvd., Fort
Lauderdale, Florida 33301 and the business address of HWHLP and HWHI is P.O. Box
50102 Hendersen, Nevada, 89016. Mr. Hudson is Vice Chairman of the Board of the
Issuer, and Chairman of its Solid Waste and Security Services divisions. The
Issuer is a holding company with major business segments in vehicle rental,
vehicle retailing, integrated solid waste services, and electronic security
services and is headquartered at 450 East Las Olas Blvd., Suite 1200, Fort
Lauderdale, Florida 33301. Mr. Hudson is the President, Treasurer, a director
and the sole shareholder of HWHI. HWHI's principal business is to serve as the
sole general partner of HWHLP. HWHLP's principal business is to make, hold, and
manage certain of Mr. Hudson's investments in publicly traded and other
companies. Mr. Hudson is a citizen of the United States of America.
<PAGE> 6
The names, addresses and principal occupations of each other
executive officer and director of HWHI, all of whom are United States citizens,
are as follows:
<TABLE>
<CAPTION>
PRINCIPAL
NAME TITLE BUSINESS ADDRESS OCCUPATION
- -------------------- -------------------------- ------------------------------- ---------------------
<S> <C> <C> <C>
Peter W. Wright Secretary 450 East Las Olas Vice
Blvd. President of
Ft. Lauderdale, FL Republic
33301 Industries, Inc.
Monte Miller Director and Harris W. Hudson, Inc. President of
Assistant P.O. Box 50102 Nevada Holdings
Treasurer Henderson, NV Services
89106 Corp., a
provider of
corporate
services
</TABLE>
None of Mr. Hudson, HWHI, HWHLP, 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.
On August 3, 1995, Mr. Hudson was granted stock options to
purchase 502,020 shares of Common Stock at an exercise price of $12.375 per
share (the "1995 Options") under the Issuer's 1995 Employee Stock Option Plan.
The 1995 Options vest at a rate of 25% per year over a four year period from
the date of grant.
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On August 3, 1996, 1995 Options to acquire 125,505 shares of Common
Stock vested. Because the balance of the 1995 Options have not vested and will
not vest within 60 days of the date hereof, Mr. Hudson disclaims beneficial
ownership of the shares of Common Stock underlying such options. Mr. Hudson's
source of funds for the exercise of the 1995 Options is undetermined as of the
date hereof, but most likely will come from personal funds.
On April 26, 1996, Mr. Hudson was granted stock options to
purchase 186,047 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 vest at a rate of 25% per year over a four year period from the
date of grant. Because none of the 1996 Options have vested or will vest within
60 days of the date hereof, Mr. Hudson disclaims beneficial ownership of the
shares of Common Stock underlying such options. Mr. Hudson'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 May 21, 1996, options to purchase 100,000 shares of Common
Stock at an exercise price of $1.9375 per share, which were previously granted
to Mr. Hudson pursuant to the Consulting Agreement described in the Original
Schedule 13D, vested.
On December 26, 1996, Mr. Hudson transferred 17,200,000 shares
of Common Stock and warrants to acquire 2,400,000 shares of Common Stock at
exercise prices ranging from $2.25 to $3.50 per share to HWHLP as a capital
contribution to HWHLP.
On January 3, 1997, Mr. Hudson was granted stock options to
purchase 324,672 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 vest at a rate of 25% per year over a four year period. Because
none of the 1997 Options have vested or will vest within 60 days of the date
hereof, Mr. Hudson disclaims beneficial ownership of the shares of Common Stock
underlying such options. Mr. Hudson'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"), HWHLP acquired 21,779 shares of Common Stock (the "Merger
Shares") in exchange for its shares of common stock of AutoNation Incorporated.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 of the Original Schedule 13D is hereby amended by
adding the following paragraph:
Mr. Hudson, HWHI and HWHLP 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.
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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. Hudson may be deemed
to beneficially own 19,847,284 shares of Common Stock (which includes 19,621,779
shares of Common Stock beneficially owned by HWHLP described below and 225,505
shares of Common Stock issuable upon exercise of the 1995 Options and other
options described in the Original Schedule 13D) representing approximately 7.3%
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 2,400,000 shares of Common
Stock issuable upon exercise of warrants and 225,505 issuable upon exercise of
stock options which Mr. Hudson may be deemed to beneficially own and which are
deemed outstanding for purposes of this computation). Mr. Hudson has the sole
power to vote and the sole power to dispose of the 19,847,284 shares of Common
Stock which he may be deemed to beneficially own.
As of January 16, 1997, HWHLP may be deemed to beneficially
own 19,621,779 shares of Common Stock (which includes 2,400,000 shares of Common
Stock issuable upon exercise of warrants) representing approximately 7.2% 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 2,400,000 shares of Common Stock
issuable upon exercise of the warrants which HWHLP may be deemed to beneficially
own and which are deemed outstanding for purposes of this computation). HWHLP
has the sole power to vote and the sole power to dispose of the 19,621,779
shares of Common Stock which it may be deemed to beneficially own.
As of January 16, 1997, HWHI may be deemed to beneficially own
the 19,621,779 shares of Common Stock beneficially owned by HWHLP described
above. HWHI has the sole power to vote and the sole power to dispose of the
19,621,779 shares of Common Stock which it may be deemed to beneficially own.
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 HWHI, they each may be
deemed, pursuant to Rule 13d-3 under the Exchange Act, to be the beneficial
owner of the 19,621,779 shares of Common Stock beneficially owned by HWHLP
described above. Each of such persons disclaims beneficial ownership of any of
the 19,621,779 shares of Common Stock.
(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
<PAGE> 9
of the Issuer affected by Mr. Hudson, HWHI, HWHLP 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. Hudson, HWHI, HWHLP 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, HWHLP agreed with the Issuer not to sell the Merger
Shares for a period of 180 days 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/ Harris W. Hudson
--------------------------------------------
HARRIS W. HUDSON
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.
HARRIS W. HUDSON LIMITED
PARTNERSHIP, a Nevada limited partnership
By: Harris W. Hudson, Inc., a Nevada
corporation, as general partner
By:/s/ Harris W. Hudson
-------------------------------------
Harris W. Hudson
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.
HARRIS W. HUDSON, INC., a Nevada
corporation
By: /s/ Harris W. Hudson
----------------------------------------
Harris W. Hudson
President
Dated: January 22, 1997
