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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 16, 1997
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REPUBLIC INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-9787 73-1105145
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(Commission (IRS Employer
File Number) Identification No.)
450 East Las Olas Boulevard
Suite 1200
Ft. Lauderdale, FL 33301
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (954) 713-5200
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N.A.
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 16, 1997, Republic Industries, Inc. (the "Registrant")
acquired in a merger transaction, all of the outstanding capital stock of
AutoNation Incorporated ("AutoNation"). As a result of such transaction,
AutoNation became a wholly-owned subsidiary of the Registrant.
Pursuant to a Merger Agreement, as amended (the "Agreement"), dated as of
May 8, 1996 among the Registrant, RI/ANI Merger Corp., AutoNation, H. Wayne
Huizenga, Steven R. Berrard and JM Family Enterprises, Inc., the Registrant
acquired AutoNation in exchange for an aggregate of 17,467,248 shares of the
common stock, par value $.01 per share, of the Registrant. The transaction
will be accounted for under the purchase method of accounting.
The descriptions contained herein of the Agreement and the transactions
contemplated thereunder are qualified in their entirety by reference to the
Agreement and the Press Release, dated January 16, 1997, included herewith
as Exhibits 2 and 99, respectively, which are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) The historical combined financial statements of AutoNation required by
this Item 7(a) are incorporated herein by reference to Exhibit 99.1 to the
Registrant's Current Report on Form 8-K/A dated November 25, 1996.
(b) The pro forma financial information of AutoNation required by this
Item 7(b) are incorporated herein by reference to Exhibit 99.1 to the
Registrant's Current Report on Form 8-K/A dated November 25, 1996.
(c) Exhibits.
The Exhibits to this Report are listed in the Exhibit Index set forth
elsewhere herein.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REPUBLIC INDUSTRIES, INC.
By: /s/ Michael S. Karsner
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Michael S. Karsner
Senior Vice President
and Chief Financial Officer
Date: January 20, 1997
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REPUBLIC INDUSTRIES, INC.
EXHIBIT INDEX
Number and
Description of Exhibit
- - - - ----------------------
1. None
2. Merger Agreement, as amended, dated as of May 8, 1996
among Republic Industries, Inc., RI/ANI Merger Corp.,
AutoNation Incorporated, H. Wayne Huizenga, Steven R.
Berrard and JM Family Enterprises, Inc. (incorporated by
reference to Annex A to the Registrant's Special Stockholder's
Meeting Proxy Statement dated December 13, 1996).
4. None
15. None
16. None
17. None
21. None
23. None
24. None
27. None
99. Press Release, dated January 16, 1997.
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EXHIBIT 99
[LOGO] REPUBLIC
INDUSTRIES INC.
450 East Las Olas Boulevard
Suite 1200
Fort Lauderdale, Florida 33301
954-713-5200
FOR IMMEDIATE RELEASE Contacts: Michael Karsner
- - - - --------------------- (954) 713-5230
J. Ronald Castell
(954) 713-5355
REPUBLIC INDUSTRIES COMPLETES ACQUISITION OF AUTONATION USA
Ft. Lauderdale, Florida (January 16, 1997)--Republic Industries, Inc.
(NASDAQ:RWIN) announced today that it had completed its previously announced
acquisition of AutoNation USA. The announcement was made following a vote
conducted at a Special Meeting of Shareholders in Ft. Lauderdale, Florida.
According to the Company, of the shares voted, over 99.8% were cast in favor of
the acquisition.
AutoNation USA is developing a chain of Megastores for the sale of
reconditioned-to-be-like-new vehicles in a customer-friendly environment. Prior
to the acquisition by Republic, AutoNation was a privately-owned corporation.
In connection with this transaction Republic issued approximately 17.5
million shares of common stock.
Republic is a diversified company operating in the automotive, solid
waste, electronic security and out-of-home advertising industries.
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