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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 3, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-4
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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REPUBLIC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
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DELAWARE 4953 73-1105145
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
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110 S.E. 6TH STREET
FORT LAUDERDALE, FLORIDA 33301
(954) 713-5200
(Address, including zip code, and
telephone number, including area
code of registrant's principal
executive offices)
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JAMES O. COLE
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
REPUBLIC INDUSTRIES, INC.
110 S.E. 6TH STREET
FT. LAUDERDALE, FLORIDA 33301
(954) 713-5200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box [ ]
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(d)
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. [ ]
CALCULATION OF REGISTRATION FEE
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PROPOSED MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED(1) PER SHARE(1) PRICE(1) REGISTRATION FEE(1)
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Common Stock, par value
$.01 per share................. 50,000,000 $25.3125 $1,265,625,000 $373,359.38
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(1) Pursuant to Rule 457(c), the registration fee is calculated based on the
average of the high and low prices for the Common Stock, as reported on The
New York Stock Exchange on December 2, 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.
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Registration Statement File No. 333-
PROSPECTUS
50,000,000 SHARES
LOGO REPUBLIC INDUSTRIES, INC.
COMMON STOCK
This Prospectus relates to an aggregate of 50,000,000 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 issued
from time to time in the future by the Company on the completion of acquisitions
of assets, businesses or securities, or on the payment of dividends on or
conversion of shares of preferred stock or the conversion of or payment of
interest on convertible notes issued in connection with such acquisitions of
other businesses or properties.
It is expected that the terms of acquisitions involving the issuance of the
Shares will be determined by direct negotiations with the owners or controlling
persons of the assets, businesses or securities to be acquired, and that the
shares of Common Stock issued will be valued at prices reasonably related to the
market price of the Common Stock either at the time an agreement is entered into
concerning the terms of the acquisition or at or about the time the shares are
delivered. No underwriting discounts or commissions will be paid, although
finder's fees may be paid in connection with certain acquisitions. Any person
receiving such fees may be deemed to be an "underwriter" within the meaning of
the Securities Act of 1933, as amended (the "Securities Act"), and any profit on
the resale of shares of Common Stock purchased by them may be deemed to be
underwriting commissions or discounts under the Securities Act.
The Common Stock is traded on The New York Stock Exchange ("NYSE") under
the symbol "RII." On December 1, 1997, the last reported sales price for the
Common Stock as reported by the NYSE was $25.8125 per share.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH UNDER
THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 3 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.
December , 1997
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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. 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................................................ 3
Acquisition Terms........................................... 6
Description of Capital Stock................................ 6
Legal Matters............................................... 7
Experts..................................................... 7
Incorporation of Certain Documents by Reference............. 9
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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 traded 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-4 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 the NYSE referred to above.
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THE COMPANY
GENERAL
The Company is a diversified holding company with subsidiaries operating in
the automotive retailing, automotive rental, automotive financial services and
solid waste services industries. The Company owns the world'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
several other automotive retail companies as well as solid waste services, 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 traded on the NYSE under the trading symbol "RII." The
Company's principal executive offices are located at 110 S.E. 6th Street, Ft.
Lauderdale, Florida 33301, and its telephone number is (954) 713-5200.
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:
Risks of Automotive Retailing Business. 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. 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. Additionally, as the Company opens new AutoNation
USA megastores and reconditioning centers such operations will incur fixed
operating and administrative costs immediately while revenue volume will tend to
grow more gradually. 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.
Uncertainties in Integrating Operations and Achieving Cost Savings. Many
of the companies that the Company has acquired, including, but not limited to,
Alamo, National, and AutoNation Incorporated ("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
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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.
Cost of Vehicle Rental Fleet. Fleet cost is the single largest expense of
the Company's automotive rental business, and it is materially affected by
vehicle manufacturers' repurchase programs or similar 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., Mitsubishi Motor Sales 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 1997, the Company
purchased substantially all of its U.S. vehicle rental fleet and a majority of
its European vehicle rental fleet under Repurchase Programs. If vehicle
manufacturers reduce the number of vehicles available to vehicle rental
companies through Repurchase Programs, eliminate Repurchase Programs or increase
vehicle costs, 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 debt 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, which
could have a material adverse effect on the Company's business, financial
condition and future prospects.
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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 automotive 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.
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 has been engaged in legal
and administrative proceedings in several states arising out of certain vehicle
manufacturers' attempts to limit the number and timing of the Company's
acquisitions of franchised automobile dealerships. The Company is also currently
a party to various other administrative and legal proceedings, particularly in
its automotive rental business, which have arisen in the ordinary course of its
business. No assurance can be given with respect to the outcome of these
administrative and legal proceedings and the effect such outcomes may have on
the Company.
Seasonality; Dependence on Travel Industry and Fuel Supply. The Company's
automotive rental operations and particularly the leisure travel segment is
highly seasonal. In these operations, the third quarter, which includes the peak
summer travel months, has historically been the strongest quarter of the year.
During the peak season, the Company increases its rental fleet and workforce to
accommodate increased rental activity. As a result, any occurrence that disrupts
travel patterns during the summer period could have a material adverse effect on
the annual performance of this segment. The first and fourth quarters for the
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Company's automotive rental operations are generally the weakest, when there is
limited leisure family travel and a greater potential for adverse weather
conditions. Many of the operating expenses such as rent, general insurance and
administrative personnel are fixed and cannot be reduced during periods of
decreased rental demand. There can be no assurance that protracted periods of
inclement weather, decrease in air travel or any other occurrences that disrupt
travel patterns, disruption of fuel supplies or increases in fuel prices will
not have a material adverse effect on the Company's businesses and financial
condition.
Competitive Environment. All of the Company's businesses operate in highly
competitive environments. In addition, the solid waste 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 343.8 million shares
of Common Stock. Future sales of such shares not yet sold, 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 shares of Common Stock in connection with
acquisitions, the Company has registered an additional 91.2 million shares of
Common Stock (including the Shares registered hereunder) pursuant to acquisition
shelf registration statements, an aggregate of approximately 26.2 million shares
of which have been issued as of the date hereof. In the event of the issuance
and subsequent resale of a substantial number of shares of Common Stock, or a
perception 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.
ACQUISITION TERMS
This Prospectus covers Shares that may be issued from time to time in the
future by the Company on the completion of acquisitions of assets, businesses or
securities, or on the payment of dividends on or conversion of shares of
preferred stock or the conversion of or payment of interest on convertible notes
issued in connection with such acquisitions of other businesses or properties.
It is expected that the terms of acquisitions involving the issuance of the
Shares covered by this Prospectus will be determined by direct negotiations with
the owners or controlling persons of the assets, businesses or securities to be
acquired, and that the Shares issued will be valued at prices reasonably related
to the market price of the Common Stock either at the time an agreement is
entered into concerning the terms of the acquisition or at or about the time the
Shares are delivered. No underwriting discounts or commissions will be paid,
although finder's fees may be paid in connection with certain acquisitions. Any
person receiving such fees may be deemed to be an "underwriter" within the
meaning of the Securities Act, and any profit on the resale of shares of Common
Stock purchased by them may be deemed to be underwriting commissions or
discounts under the Securities Act.
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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 428,003,405 shares of
Common Stock, and no shares of Preferred Stock, issued and outstanding as of
November 28, 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
stockholder 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 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 550,000 shares of Common Stock as of the date hereof.
EXPERTS
The consolidated financial statements (restated) and schedule 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 for the period
from inception (September 12, 1995) to December 31, 1995, the combined financial
statements of Kendall Automotive Group as of and for
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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, the
combined financial statements of AAA Disposal as of and for the year ended
December 31, 1996, the combined financial statements of Pierce Automotive Group
as of and for the year ended December 31, 1996, and the consolidated financial
statements of Snappy Car Rental, Inc. as of December 28, 1996 and December 31,
1995 and for each of the two years in the period ended December 28, 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
8
<PAGE> 10
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.
The combined financial statements of Silver State Disposal Service, Inc.
and Affiliates as of and for the year ended September 30, 1996 incorporated by
reference in this Registration Statement have been audited by Piercy, Bowler,
Taylor and Kern, independent certified public accountants, to the extent and for
the periods as indicated in their report with respect thereto.
The financial statements of Courtesy Auto Group as of and for the years
ended December 31, 1996 and 1995 incorporated by reference in this Registration
Statement have been audited by Bowden & Wood, 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 thereto, the financial
statements and schedule referred to above have been incorporated by reference
herein in reliance upon the authority of said firms as experts in accounting and
auditing in giving said reports.
The combined financial statements of De La Cruz Auto Group as of and for
the year ended December 31, 1996 incorporated by reference in this Registration
Statement have been audited by Price Waterhouse LLP, independent certified
public accountants. Such financial statements have been so included in reliance
on their report given on the authority of said firm as experts in auditing and
accounting.
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.
The financial statements of Value Rent-A-Car, Inc. as of and for the year
ended December 31, 1996, appearing in the Company's Current Report on Form 8-K
dated September 15, 1997, have been audited by Ernst & Young LLP, independent
certified public accountants, as set forth in their report thereon included
therein and incorporated herein by reference. Such financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
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
9
<PAGE> 11
Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 1997,
June 30, 1997 and September 30, 1997 and the Company's Current Reports on Form
8-K dated January 3, 1997, January 5, 1997, January 14, 1997, January 16, 1997
(as amended on Form 8-K/A), January 20, 1997, January 27, 1997, January 30,
1997, February 4, 1997, February 24, 1997, February 27, 1997 (as amended on Form
8-K/A), April 10, 1997, May 14, 1997, June 13, 1997, August 19, 1997, September
15, 1997, September 29, 1997, October 3, 1997 (as amended on Form 8-K/A), and
November 20, 1997; (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 of the Shares 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., 110 S.E. 6TH
STREET, 20TH FLOOR, FT. LAUDERDALE, FLORIDA 33301, TELEPHONE: (954) 713-5200.
10
<PAGE> 12
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. 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 provide that to the fullest extent
and in the manner permitted by the laws of the State of Delaware and
specifically as is permitted under Section 145 of the General Corporation Law of
the State of Delaware, the Company shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the Company, by reason
of the fact that such person is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit, or proceeding if he acted in good faith
and in a manner he reasonably believed to be in and not opposed to the best
interests of the Company, and with respect to any criminal action or proceeding,
he had no reasonable cause to believe his conduct was unlawful. Determination of
an action, suit, or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in and not opposed to the best interests of the
Company, and with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was lawful.
The Bylaws provide that any decision as to indemnification shall be made:
(a) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding; or (b) if
such a quorum is not obtainable, or even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion; or (c) by the stockholders. The Board of Directors may authorize
indemnification of expenses incurred by an officer or director in defending a
civil or criminal action, suit or proceeding in advance of the final disposition
of such action, suit or proceeding. Indemnification pursuant to these provisions
is not exclusive of any other rights to which those seeking indemnification may
be entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise and shall continue as to a person who has ceased to be a
director or officer. The Company may purchase and maintain insurance on behalf
of any person who is or was a director or officer.
Further, the Bylaws provide that the indemnity provided will be extended to
the directors, officers, employees and agents of any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of the Bylaws with respect to the resulting or
surviving corporation as he/she would have with respect to such constituent
corporation if its separate existence had continued.
Under an insurance policy maintained by the Company, the directors and
officers of the Company are insured, within the limits and subject to the
limitations of the policy, against certain expenses in connection with the
defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed 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.
II-1
<PAGE> 13
ITEM 21. EXHIBITS
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
<C> <C> <S>
4.1 -- Third Amended and Restated Certificate of Incorporation of
Republic Industries, Inc. (incorporated by reference to
Exhibit 99 to the Registrant's Current Report on Form 8-K
dated May 14, 1997).
4.2 -- Bylaws of Republic Industries, Inc., as amended to date
(incorporated by reference to Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995).
5.1* -- Opinion of Counsel as to the validity of the Shares.
23.1* -- Consent of Counsel (included in Exhibit 5.1 above).
23.2* -- Consent of Arthur Andersen LLP
23.3* -- Consent of George B. Jones & Co., P.C.
23.4* -- Consent of Deloitte & Touche LLP
23.5* -- Consent of Dixon, Odom & Co., L.L.P.
23.6* -- Consent of Ernst & Young LLP
23.7* -- Consent of Crowe, Chizek and Company LLP
23.8* -- Consent of Goldenberg Rosenthal Friedlander LLP
23.9* -- Consent of McGladrey & Pullen LLP
23.10* -- Consent of Ehrenkrantz, Sterling & Co., LLC
23.11* -- Consent of Bailey Saetveit & Co., P.C.
23.12* -- Consent of Cohen & Company
23.13* -- Consent of Turner & Vedrenne
23.14* -- Consent of Miller & Co. LLP
23.15* -- Consent of Coopers & Lybrand L.L.P.
23.16* -- Consent of KPMG Peat Markwick LLP
23.17* -- Consent of Price Waterhouse LLP
23.18* -- Consent of Piercy, Bowler, Taylor & Kern
23.19* -- Consent of Bowden & Wood
23.20* -- Consent of Ernst & Young LLP
</TABLE>
- ---------------
* Filed herewith.
ITEM 22. 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.
II-2
<PAGE> 14
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 of the Shares.
(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 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.
(d) The undersigned Registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
issuer undertakes that such reoffering prospectus will contain the information
called for by the applicable registration form with respect to reofferings by
persons who may be deemed underwriters, in addition to the information called
for by the other items of the applicable form.
(e) The Registrant undertakes that every prospectus: (i) that is filed
pursuant to paragraph (d) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the registration statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(f) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11, or 13 of this form, within one business day of receipt of
such request, and to send the incorporated documents by first class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of this Registration Statement through
the date of responding to the request.
(g) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction and the
company being acquired involved therein, that was not the subject of and
included in this Registration Statement when it became effective.
II-3
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Fort
Lauderdale, State of Florida, on December 2, 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 has been signed by the following persons in the
capacities indicated on December 2, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ H. WAYNE HUIZENGA Chairman of the Board and Co-Chief
- ----------------------------------------------------------- Executive Officer (Principal Executive
H. Wayne Huizenga Officer)
/s/ STEVEN R. BERRARD Co-Chief Executive Officer, President and
- ----------------------------------------------------------- Director
Steven R. Berrard
/s/ MICHAEL S. KARSNER Senior Vice President and Chief Financial
- ----------------------------------------------------------- Officer (Principal Financial and
Michael S. Karsner Accounting Officer)
/s/ HARRIS W. HUDSON Vice Chairman and Director
- -----------------------------------------------------------
Harris W. Hudson
/s/ MICHAEL G. DEGROOTE Director
- -----------------------------------------------------------
Michael G. DeGroote
/s/ J.P. BRYAN Director
- -----------------------------------------------------------
J.P. Bryan
/s/ RICK L. BURDICK Director
- -----------------------------------------------------------
Rick L. Burdick
/s/ GEORGE D. JOHNSON, JR. Director
- -----------------------------------------------------------
George D. Johnson, Jr.
/s/ JOHN J. MELK Director
- -----------------------------------------------------------
John J. Melk
/s/ ROBERT J. BROWN Director
- -----------------------------------------------------------
Robert J. Brown
</TABLE>
II-4
<PAGE> 16
EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIAL
NUMBER EXHIBIT DESCRIPTION PAGE NO.
- ------ ------------------- ----------
<C> <C> <S> <C>
4.1 -- Third Amended and Restated Certificate of Incorporation of
Republic Industries, Inc. (incorporated by reference to
Exhibit 99 to the Registrant's Current Report on Form 8-K
dated May 14, 1997).
4.2 -- Bylaws of Republic Industries, Inc., as amended to date
(incorporated by reference to Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995).
5.1* -- Opinion of Counsel as to the validity of the Shares
23.1* -- Consent of Counsel (included in Exhibit 5.1 above)
23.2* -- Consent of Arthur Andersen LLP
23.3* -- Consent of George B. Jones & Co., P.C.
23.4* -- Consent of Deloitte & Touche LLP
23.5* -- Consent of Dixon, Odom & Co., L.L.P.
23.6* -- Consent of Ernst & Young LLP
23.7* -- Consent of Crowe, Chizek and Company LLP
23.8* -- Consent of Goldenberg Rosenthal Friedlander LLP
23.9* -- Consent of McGladrey & Pullen LLP
23.10* -- Consent of Ehrenkrantz, Sterling & Co., LLC
23.11* -- Consent of Bailey Saetveit & Co., P.C.
23.12* -- Consent of Cohen & Company
23.13* -- Consent of Turner & Vedrenne
23.14* -- Consent of Miller & Co. LLP
23.15* -- Consent of Coopers & Lybrand L.L.P.
23.16* -- Consent of KPMG Peat Markwick LLP
23.17* -- Consent of Price Waterhouse LLP
23.18* -- Consent of Piercy, Bowler, Taylor & Kern
23.19* -- Consent of Bowden & Wood
23.20* -- Consent of Ernst & Young LLP
</TABLE>
- ---------------
* Filed herewith.
II-5
<PAGE> 1
EXHIBIT 5.1
AKERMAN, SENTERFITT & EIDSON, P.A.
ATTORNEYS AT LAW
One SE Third Avenue
28th Floor
Miami, Florida 33131
(305) 374-5600
Telecopy (305) 374-5095
December 3, 1997
Republic Industries, Inc.
110 S.E. 6th Street
Fort Lauderdale, Florida 33301
RE: REGISTRATION STATEMENT ON FORM S-4,
(THE "REGISTRATION STATEMENT")
Gentlemen:
We have acted as counsel to Republic Industries, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission of the Registration
Statement under the Securities Act of 1933, as amended (the "Securities Act").
The Registration Statement relates to 50,000,000 shares (the "Shares") of the
Company's common stock, par value $0.01 per share ("Common Stock"), which may be
issued by the Company from time to time in the future on the completion of
acquisitions of assets, businesses or securities, or on the payment of dividends
or on conversion of shares of preferred stock or the conversion of or payment of
interest on convertible notes issued in connection with such acquisitions of
other businesses or properties.
We have examined such corporate records, documents, instruments and
certificates of the Company and have received such representations from the
officers and directors of the Company and have reviewed such questions of law
as we have deemed necessary, relevant or appropriate to enable us to render
the opinion expressed herein. In such examination, we have assumed the
genuineness of all signatures and authenticity of all documents, instruments,
records and certificates submitted to us as originals.
Based upon such examination and review and upon the representations made to
us by the officers and directors of the Company, we are of the opinion that when
the Registration Statement becomes effective under the Securities Act and the
Shares are issued in connection with acquisitions as contemplated by the
Prospectus which is part of the Registration Statement, the Shares will
constitute legally issued, fully paid and non-assessable securities of the
Company.
The opinion expressed herein is limited to the corporate laws of the
State of Delaware and we express no opinion as to the effect on the matters
covered by any other jurisdiction.
This firm consents to the filing of this opinion as an exhibit to the
Registration Statement and to 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
November 18, 1997 on the consolidated financial statements (restated) of
Republic Industries, Inc. and subsidiaries included in Republic Industries,
Inc.'s Form 8-K dated November 20, 1997. We also consent to the incorporation by
reference in this registration statement of our report dated April 25, 1997 on
the combined financial statements of Pierce Automotive Group, and our report
dated March 28, 1997 on the consolidated financial statements of Snappy Car
Rental, Inc., included in Republic Industries, Inc.'s Form 8-K dated September
15, 1997; and our report dated July 19, 1996 (except as to Note 17, which is as
of January 5, 1997) on the consolidated financial statements of National Car
Rental System, Inc. and subsidiaries, included in Republic Industries, Inc.'s
Form 8-K dated January 27, 1997; and our report dated January 3, 1997 on the
combined financial statements of Kendall Automotive Group included in Republic
Industries, Inc.'s Form 8-K dated February 27, 1997; and our report dated March
21, 1997 on the combined financial statements of AAA Disposal included in
Republic Industries, Inc.'s Form 8-K/A dated February 27, 1997; and our report
dated February 28, 1997 on the consolidated financial statements of AutoNation
Incorporated and subsidiaries included in Republic Industries, Inc.'s Form 8-K
dated June 13, 1997, and to all references to our Firm included in this
registration statement. Our report dated January 27, 1997 on the consolidated
financial statements (restated) and supplemental consolidated financial
statements of Republic Industries, Inc. and subsidiaries included in Republic
Industries, Inc.'s Form 8-K dated January 27, 1997, our report dated February
25, 1997 on the consolidated financial statements of Republic Industries, Inc.
and subsidiaries included in Republic Industries, Inc.'s Form 10-K dated
February 25, 1997, our report dated March 14, 1997 on the consolidated financial
statements and supplemental consolidated financial statements of Republic
Industries, Inc. and subsidiaries included in Republic Industries, Inc.'s Form
8-K dated February 27, 1997, our report dated June 10, 1997 on the consolidated
financial statements (restated) and supplemental consolidated financial
statements of Republic Industries, Inc. and subsidiaries included in Republic
Industries, Inc.'s Form 8-K dated June 13, 1997, our report dated August 15,
1997 on the consolidated financial statements (restated) of Republic Industries,
Inc. and subsidiaries included in Republic Industries, Inc.'s Form 8-K dated
August 19, 1997, and our report dated September 15, 1997 on the supplemental
consolidated financial statements of Republic Industries, Inc. and subsidiaries
included in Repubic Industries, Inc.'s Form 8-K dated September 15, 1997 are no
longer appropriate since restated financial statements have been presented
giving effect to subsequent business combinations accounted for under the
pooling of interests method of accounting.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida,
December 1, 1997.
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
May 9, 1997 on the combined financial statements of John Lance Company
included in Republic Industries, Inc.'s Form 8-K dated June 13, 1997, and our
report dated December 20, 1996 on the combined financial statements of Carlisle
Motors, Inc. included in Republic Industries, Inc.'s Form 8-K dated January 27,
1997 and to all references to our Firm included in this registration
statement.
/s/ GEORGE B. JONES & CO., P.C.
GEORGE B. JONES & CO., P.C.
Memphis, Tennessee
December 1, 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-4 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
December 1, 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
December 1, 1997
<PAGE> 1
EXHIBIT 23.6
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement on Form S-4 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 our report dated October 31, 1996
with respect to the combined financial statements of Grubb as of December 31,
1995 and for the year then ended included in Republic Industries, Inc.'s Current
Report on Form 8-K dated January 27, 1997, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
Phoenix, Arizona
December 1, 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
December 1, 1997
<PAGE> 1
EXHIBIT 23.8
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 17, 1997 on the combined financial statements of The Wallace Companies
included in Republic Industries, Inc.'s Form 8-K dated February 27, 1997 and to
all references to our Firm included in this registration statement.
/s/ GOLDENBERG ROSENTHAL FRIEDLANDER LLP
GOLDENBERG ROSENTHAL FRIEDLANDER LLP
Jenkintown, Pennsylvania
December 1, 1997
<PAGE> 1
EXHIBIT 23.9
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this registration
statement on Form S-4 of Republic Industries, Inc. of our report dated January
24, 1997, except for the first paragraph of Note 13 as to which the date is
February 13, 1997, on the financial statements of Taormina Industries, Inc.
included in Republic Industries, Inc.'s Form 8-K dated February 27, 1997, and
to the reference to our Firm under captions "Experts" in the prospectus.
/s/ McGLADREY & PULLEN, LLP
McGLADREY & PULLEN, LLP
Anaheim, California
December 1, 1997
<PAGE> 1
EXHIBIT 23.10
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
May 28, 1997, on the combined financial statements of
Ditschman/Flemington-Ford-Lincoln-Mercury, Inc. and related entities included in
Republic Industries, Inc.'s Form 8-K dated June 13, 1997 and to all references
to our Firm included in this registration statement.
/s/ EHRENKRANTZ STERLING & CO. LLC
EHRENKRANTZ STERLING & CO. LLC
Roseland, NJ
December 1, 1997
<PAGE> 1
EXHIBIT 23.11
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 13, 1997 on the combined financial statements of Chesrown Automotive
Group included in Republic Industries, Inc.'s Form 8-K dated June 13, 1997 and
to all references to our Firm included in this registration statement.
/s/ BAILEY SAETVEIT & CO. P.C.
BAILEY SAETVEIT & CO. P.C.
Englewood, Colorado
December 1, 1997
<PAGE> 1
EXHIBIT 23.12
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
January 31, 1997 on the consolidated financial statements of Spirit Rent-A-Car,
Inc. included in Republic Industries, Inc.'s Form 8-K dated June 13, 1997 and
to all references to our Firm included in this registration statement.
/s/ COHEN & COMPANY
COHEN & COMPANY
Cleveland, Ohio
December 1, 1997
<PAGE> 1
EXHIBIT 23.13
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
May 22, 1997, on the combined financial statements of Bankston Automotive
Group included in Republic Industries, Inc.'s Form 8-K dated June 13, 1997, and
to all references to our Firm included in this registration statement.
/s/ TURNER & VEDRENNE
TURNER & VEDRENNE
Dallas, Texas
December 1, 1997
<PAGE> 1
EXHIBIT 23.14
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
January 27, 1997, on the financial statements of York Waste Disposal, Inc.
included in Republic Industries, Inc.'s Form 8-K/A dated February 27, 1997 and
to all references to our Firm included in this registration statement.
MILLER & CO. LLP
/s/ MILLER & CO. LLP
York, Pennsylvania
December 3, 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-4 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,
December 1, 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-4 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-4.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Jacksonville, Florida
December 1, 1997
<PAGE> 1
EXHIBIT 23.17
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-4 of Republic
Industries, Inc. of our report dated January 24, 1997 on the combined financial
statements of De La Cruz Automotive Group included in Republic Industries,
Inc.'s Form 8-K dated September 15, 1997. We also consent to the reference to us
under the heading "Experts" in such Prospectus.
PRICE WATERHOUSE LLP
Miami, Florida,
December 1, 1997.
<PAGE> 1
EXHIBIT 23.18
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
August 21, 1997 on the combined financial statements of Silver State Disposal
Service, Inc. and Affiliates included in Republic Industries, Inc.'s Form 8-K
dated September 15, 1997 and to all references to our Firm included in this
registration statement.
/s/ PIERCY, BOWLER, TAYLOR & KERN
PIERCY, BOWLER, TAYLOR & KERN
Las Vegas, Nevada,
December 1, 1997
<PAGE> 1
EXHIBIT 23.19
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
September 5, 1997 on the financial statements of Courtesy Auto Group included
in Republic Industries, Inc.'s Form 8-K dated September 15, 1997 and to all
references to our Firm included in this registration statement.
/s/ BOWDEN & WOOD
BOWDEN & WOOD
Louisville, Kentucky,
December 1, 1997.
<PAGE> 1
EXHIBIT 23.20
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-4 No. 333- ) and related Prospectus of
Republic Industries, Inc. for the registration of 50,000,000 shares of its
common stock and to the incorporation by reference therein of our report dated
March 14, 1997, with respect to the financial statements of Value Rent-A-Car,
Inc. as of and for the year ended December 31, 1996 included in Republic
Industries, Inc.'s Current Report on Form 8-K dated September 15, 1997, filed
with the Securities and Exchange Commission.
ERNST & YOUNG LLP
West Palm Beach, Florida,
December 1, 1997
