<PAGE> 1
As Filed with the Securities and Exchange Commission on February 4, 1997.
REGISTRATION NO. 333-20667
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
PRE-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
--------------------
REPUBLIC INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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450 East Las Olas Blvd., Suite 1200
Delaware Fort Lauderdale, Florida 33301 73-1105145
(State or other (954) 713-5200 (I.R.S. Employer
jurisdiction of (Address, including zip code, and Identification
incorporation or telephone number, including area No.)
organization) code of registrant's principal
executive offices)
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--------------------------------------------
RICHARD L. HANDLEY
Senior Vice President
Republic Industries, Inc.
450 East Las Olas Blvd., Suite 1200
Ft. Lauderdale, Florida 33301
(954) 713-5200
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
Copy To:
JONATHAN L. AWNER, ESQ.
Akerman, Senterfitt & Eidson, P.A.
One SE Third Ave.
Miami, Florida 33131
(305) 374-5600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time
to time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 (the "Securities Act"), other than securities offered
only in connection with dividend or interest reinvestment plans, check the
following box. [x]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
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Title of each Proposed Maximum Proposed Maximum Amount of
class of securities Amount to be offering price aggregate offering registration
to be registered registered per unit price fee
- -----------------------------------------------------------------------------------------------------
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Common Stock, par value
$.01 per share.......... 3,981,272(1) $39.3125(2) $ 156,513,755.50(2) $ 47,428.41
Common Stock, par value
$.01 per share.......... 38,780,443(3) $41.3125(4) $ 1,602,117,051.44(4) $485,490.02(5)
Common Stock, par value
$.01 per share.......... 22,572,180(6) $32.00 (7) $ 722,309,760 (7) $218,881.74(8)
---------- -------- ------------------ -----------
Total..................... 65,333,895 $ 2,480,940,566.94 $751,880.17
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(1) This Pre-Effective Amendment No. 1 to Registration Statement includes
3,981,272 additional shares being registered for resale by certain Selling
Stockholders included in the Prospectus forming a part hereof, and pursuant
to Rule 457(a) the registration fee being paid herewith has been
calculated based solely on such additional shares for which a fee was not
previously paid.
(2) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
amount of the registration fee. The average of the high and low prices
reported on The Nasdaq Stock Market was $39.3125 on January 30, 1997.
(3) The Registration Statement being amended hereby initially included
38,740,443 shares, for which a registration fee has previously been paid.
(4) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
amount of the registration fee. The average of the high and low prices
reported on The Nasdaq Stock Market was $41.3125 on January 24, 1997.
(5) Pursuant to Rule 457(b), the registration fee was reduced by
$79,912.66, which was paid on May 31, 1996 in connection with the filing
under the Securities Exchange Act of 1934, as amended, by the Registrant of
a preliminary proxy statement relating to a special meeting of the
stockholders of the Registrant for the purpose of approving the issuance of
17,467,217 shares of Common Stock in connection with the merger of
AutoNation Incorporated with a wholly-owned subsidiary of the Registrant,
which shares of Common Stock are being registered on this Registration
Statement for resale by the former shareholders of AutoNation Incorporated.
Accordingly the registration fee previously paid upon the filing of the
Registration Statement amended hereby was $405,577.36.
(6) 22,572,180 shares previously included in the Registration Statement on Form
S-3 of the Registrant, Commission File No. 333-18009, are, pursuant to Rule
429, being carried forward and included in the Prospectus forming a part of
this Pre-Effective Amendment No. 1 to Registration Statement.
(7) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
amount of the registration fee. The average of the high and low prices
reported on The Nasdaq Stock Market was $32.00 on December 13, 1996.
(8) The Registrant paid a registration fee of $218,881.74 on December 17, 1996
in connection with the registration of 22,572,180 shares on the Registration
Statement on Form S-3 of the Registrant, Commission File No. 333-18009,
which shares are, pursuant to Rule 429, being carried forward and included
on the Prospectus forming a part of this Pre-Effective Amendment No. 1 to
Registration Statement.
-------------------------------
Pursuant to Rule 429, promulgated under the Securities Act of 1933, as
amended, the Prospectus forming a part of this Pre-Effective Amendment No. 1 to
Registration Statement includes 22,572,180 shares of Common Stock of the
Registrant (which where among 43,336,850 shares of Common Stock of the
Registrant) initially included in the Registration Statement on Form S-3 of the
Registrant, Commission File No. 333-18009, declared effective on December 18,
1996. The Registration Statement on Form S-3 of the Registrant, Commission File
No. 333-18009, continues to cover 20,764,670 shares of Common Stock of the
Registrant which have not been carried forward and are not included on the
Prospectus forming a part of this Pre-Effective Amendment No. 1 to Registration
Statement.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE
OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.
<PAGE> 2
Registration Statement File No. 333-20667
PROSPECTUS
65,333,895 SHARES
REPUBLIC INDUSTRIES, INC. LOGO
COMMON STOCK
This Prospectus relates to an aggregate of 65,333,895 shares (the "Shares")
of common stock, par value $.01 per share ("Common Stock"), of Republic
Industries, Inc., a Delaware corporation (the "Company"), which may be offered
(the "Offering") for sale by persons (the "Selling Stockholders") who have
acquired such shares in certain private placement transactions and acquisitions
of businesses by the Company not involving a public offering. The Shares are
being registered under the Securities Act of 1933, as amended (the "Securities
Act"), on behalf of the Selling Stockholders in order to permit the public sale
or other distribution of the Shares.
The Shares may be sold or distributed from time to time by or for the
account of the Selling Stockholders or their pledgees through underwriters or
dealers, through brokers or other agents, or directly to one or more purchasers,
including pledgees, at market prices prevailing at the time of sale or at prices
otherwise negotiated. This Prospectus also may be used, with the Company's prior
consent, by donees of the Selling Stockholders, or by other persons acquiring
Shares and who wish to offer and sell such Shares under circumstances requiring
or making desirable its use. The Company will receive no portion of the proceeds
from the sale of the Shares offered hereby and will bear certain expenses
incident to their registration. See "Selling Stockholders" and "Plan of
Distribution."
The Common Stock is traded on The Nasdaq Stock Market -- National Market
("Nasdaq") under the symbol "RWIN." On January 28, 1997, the last reported
sales price for the Common Stock as reported by Nasdaq was $41.375 per share.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH UNDER
THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 5 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.
February 4, 1997
<PAGE> 3
No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in or
incorporated by reference in this Prospectus in connection with the offer made
by this Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company or the Selling
Stockholders. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
not been any change in the facts set forth in this Prospectus or in the affairs
of the Company since the date hereof. This Prospectus does not constitute an
offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it is unlawful to
make such offer or solicitation.
TABLE OF CONTENTS
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PAGE
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Available Information.......................................................................... 2
The Company.................................................................................... 3
Risk Factors................................................................................... 5
Use of Proceeds................................................................................ 10
Selling Stockholders........................................................................... 11
Plan of Distribution........................................................................... 26
Description of Capital Stock................................................................... 26
Legal Matters.................................................................................. 27
Experts........................................................................................ 27
Incorporation of Certain Documents by Reference................................................ 27
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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 Nasdaq.
Information filed by the Company with Nasdaq may be inspected at the offices of
Nasdaq at 1735 K Street, N.W., Washington, D.C. 20006.
The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act with respect to the Shares offered hereby
(including all amendments and supplements thereto, the "Registration
Statement"). This Prospectus, which forms a part of the Registration Statement,
does not contain all of the information set forth in the Registration Statement,
certain parts of which have been omitted in accordance with the rules and
regulations of the Commission. Statements contained herein concerning the
provisions of certain documents are not necessarily complete and, in each
instance, reference is made to the copy of such document filed as an exhibit to
the Registration Statement or otherwise filed with the Commission. Each such
statement is qualified in its entirety by such reference. The Registration
Statement and the exhibits thereto can be inspected and copied at the public
reference facilities and regional offices of the Commission and at the offices
of Nasdaq referred to above.
2
<PAGE> 4
THE COMPANY
GENERAL
The Company is a holding company with major business segments in
vehicle retailing, vehicle rental, integrated solid waste services, and
electronic security services. As of the date hereof the Company operates 11
used vehicle megastores under the name AutoNation USA(TM), three used vehicle
superstores under other names, and two vehicle reconditioning centers in
Florida, Texas, Arizona and Michigan. In addition, the Company operates 15
new vehicle dealerships under franchises with Ford, Lincoln-Mercury, Dodge,
Chevrolet/Geo, Buick, Saturn, Mazda, Acura and Hyundai in Arizona, Florida,
Ohio and Texas. The Company owns Alamo Rent-A-Car, Inc. and certain affiliated
companies ("Alamo"), which operates a fleet of approximately 158,000 vehicles,
owns and operates 205 car rental locations in the United States and Canada and
61 car rental locations in Europe, and licenses another 111 locations to third
party operators in Europe. As of the date hereof the Company owns or operates
39 solid waste landfills and provides waste collection services to over
1,678,000 residential, commercial and industrial customers, and provides
related environmental services. The Company provides electronic security
monitoring services to over 273,000 businesses and residences, predominately
in Florida, Colorado, Illinois, Louisiana, Maryland and Pennsylvania. The
Company's strategy is to grow aggressively as a diversified company through
internal growth and by acquiring and integrating additional automotive
businesses, solid waste services businesses, and electronic security services
businesses, as well as by acquiring and expanding businesses in other
industries.
The Common Stock is traded on Nasdaq under the trading symbol "RWIN." The
Company's principal executive offices are located at 450 East Las Olas
Boulevard, Suite 1200, Ft. Lauderdale, Florida 33301, and its telephone number
is (954) 713-5200.
RECENT DEVELOPMENTS
Private Placement Transaction. In January 1997, the Company issued and
sold 15,792,600 shares of Common Stock in a private placement transaction for
$35.50 per share resulting in net proceeds to the Company of approximately
$552,000,000 after deducting fees and commissions.
Acquisition of AutoNation. In January 1997, the Company acquired in a
merger transaction all of the outstanding capital stock of AutoNation
Incorporated ("AutoNation") in exchange for an aggregate of 17,467,217 shares of
Common Stock. In connection with such transaction, the Company has reserved an
additional 416,533 shares of Common Stock issuable upon the exercise of
outstanding stock options of AutoNation. Such transaction has been accounted for
using the purchase method of accounting. AutoNation is developing a chain of
vehicle retailing megastores under the AutoNation USA(TM) brand name.
Acquisition of Addington. In December 1996, the Company acquired in a
merger transaction all of the outstanding capital stock of Addington Resources,
Inc. ("Addington") in exchange for an aggregate of approximately 13,716,616
shares of Common Stock. In connection with such transaction, the Company has
reserved an additional 256,950 shares of Common Stock issuable upon exercise of
outstanding stock options of Addington. Such transaction has been accounted for
as a pooling of interests business combination. Addington provides integrated
solid waste collection, disposal and recycling services to residential,
commercial and industrial customers concentrated primarily in the southeastern
United States and operates ten landfills.
Acquisition of Continental. In December 1996, the Company acquired in a
merger transaction all of the outstanding capital stock of Continental Waste
Industries, Inc. ("Continental") in exchange for an aggregate of approximately
12,406,867 shares of Common Stock. In connection with such transaction, the
Company has reserved an additional 656,345 shares of Common Stock issuable upon
exercise of outstanding stock options and warrants of Continental. Such
transaction has been accounted for as a pooling of interests business
combination. Continental provides integrated solid waste collection, disposal
and recycling services to residential, commercial and industrial customers
concentrated primarily in the mid-south and eastern United States, and operates
ten landfills, eight waste collection operations, 13 transfer stations and
three recycling facilities.
Pending Acquisition of National Car Rental. In January 1997, the Company
entered into a definitive agreement with National Car Rental System, Inc.
("National"), which provides for the acquisition of all of the outstanding
capital stock of National in exchange for shares of common stock valued at
approximately $600,000,000. Consummation of this transaction, which will be
accounted for as a pooling of interests business combination, is subject to
customary closing conditions, including receipt of regulatory approval, and is
expected to close by the end of the first quarter of 1997. National operates
an average rental fleet of approximately 100,000 vehicles, owns or operates
approximately 800 car rental locations in the United States and Canada and has
marketing affiliations in Latin America, Europe, Japan and the Caribbean.
Acquisitions of Vehicle Dealers. The Company recently acquired, in merger
and other business combination transactions, (a) Ed Mullinax, Inc. and certain
affiliated companies ("Mullinax"), which is the largest Ford retailer in the
United States (by volume) and operates Ford dealerships in Amherst, Wickliffe,
and North Canton, Ohio and Margate, Florida, and a Lincoln-Mercury dealership in
Brunswick, Ohio, (b) Bell Dodge, Inc. ("Bell Dodge"), which is the second
largest Dodge dealership in the southwest and operates an exclusive Dodge
dealership in Phoenix, Arizona, (c) Carlisle Motors, Inc. and certain affiliated
companies ("Carlisle Motors"), which is the fourth largest Lincoln-Mercury
dealer in the United States and operates Lincoln-Mercury, Ford and Hyundai
dealerships in St. Petersburg and Clearwater, Florida, and (d) Grubb Automotive,
Inc. and certain affiliates ("Grubb"), which owns and operates five new and used
vehicle dealerships in Phoenix, Arizona and one in Midland, Texas, and operates
under franchises with Chevrolet/Geo, Buick, Saturn, Ford and Mazda. The Company
issued an aggregate of 9,711,026 shares of common stock to acquire Mullinax,
Bell Dodge, Carlisle Motors and Grubb.
Pending Acquisitions of Vehicle Dealers. In January 1997, the Company
entered into definitive agreements to acquire, in merger transactions, (a)
Maroone Automotive Group ("Maroone"), which owns and operates seven new and used
vehicle dealerships in South Florida and Buffalo, New York, including the fourth
largest Chevrolet dealership, the third largest Dodge dealership and the largest
Isuzu dealership in the United States, and (b) Magic Ford and Magic Lincoln
Mercury ("Magic Ford"), which is one of the largest Ford dealerships in the
United States. In connection with these acquisitions, the Company will issue
shares of Common Stock valued at approximately $200,000,000 to acquire Maroone
and approximately $43,000,000 to acquire Magic Ford. These acquisitions are
subject to customary closing conditions, including manufacturer and regulatory
approvals.
Framework Agreements. In January 1997, the Company established a framework
with General Motors Corporation ("General Motors") for its Chevrolet,
Pontiac-GMC, Oldsmobile, Buick and Cadillac brands for the acquisition of
franchised dealerships by the Company. In December 1996, the Company established
a framework with Ford Motor Company ("Ford Motor") for its Ford and
Lincoln-Mercury brands for the acquisition of franchised dealerships by the
Company.
Acquisition of Alamo. In November 1996, the Company acquired in merger
transactions, all of the outstanding capital stock of Alamo in exchange for an
aggregate of 22,572,180 shares of Common Stock. Such transaction has been
accounted for as a pooling of interests business combination.
Private Placement Transaction. In November 1996, the Company issued and
sold 12,079,915 shares of Common Stock in a private placement transaction for
$29.50 per share resulting in net proceeds to the Company of approximately
$353,000,000 after deducting fees and commissions.
3
<PAGE> 5
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
Certain statements and information under the captions "The Company," and
"Risk Factors," and elsewhere in this Prospectus (including documents
incorporated herein by reference, see "Incorporation of Certain Documents by
Reference"), 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, the ability to develop and implement operational and
financial systems to manage rapidly growing operations; competition in the
Company's existing and potential future lines of business; the ability to
integrate and successfully operate acquired businesses and the risks associated
with such businesses; the ability to obtain financing on acceptable terms to
finance the Company's growth strategy and for the Company to operate within the
limitations imposed by financing arrangements; and other factors referenced in
this Prospectus. See "Risk Factors."
4
<PAGE> 6
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 IN EVALUATING AN INVESTMENT IN THE COMPANY.
Uncertainties in Integrating Operations and Achieving Cost Savings. The
Company intends to continue its aggressive growth strategy through
acquisitions. Many of the companies that the Company has acquired, such as
Alamo, Addington, Continental and AutoNation, and many of the companies that
the Company plans to acquire, such as National, are large enterprises, with
operations in different markets. The success of any business combination is in
part dependent on the ability following the transaction to consolidate
operations, integrate departments, systems and procedures and thereby obtain
business efficiencies, economies of scale and related cost savings. The
consolidation of operations, the integration of departments, systems and
procedures and the relocation of staff present significant management
challenges. The challenges posed may be particularly significant because
integrating the recently acquired companies, such as Alamo, Addington,
Continental and AutoNation, 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 any such cost savings and
efficiencies will be achieved.
Control of the Company. As of January 24, 1997, the Directors and
executive officers of the Company beneficially owned an aggregate of
approximately 88,298,371 shares of Common Stock (including shares beneficially
owned by certain of their spouses, with respect to which they each respectively
disclaim beneficial ownership, and including warrants and options exercisable
within 60 days of January 24, 1997 for an aggregate of 30,291,873 shares of
Common Stock), or an aggregate of approximately 29.6% of the issued and
outstanding shares of Common Stock (assuming the exercise of all warrants and
options exercisable within 60 days of January 24, 1997 owned by such persons).
Acting together, such Directors and executive officers are able to exert
considerable influence over the election of the Company's directors and the
outcome of corporate actions requiring stockholder approval.
Dependence on Key Personnel. The Company's future success depends to a
significant extent on its management team. The loss of the services of any of
the members of its management team, in general, all of whom have entered into
employment and/or non-compete agreements with the Company, or H. Wayne
Huizenga in particular (whether such loss is through resignation or otherwise),
could have a material adverse effect on the Company's business, financial
condition and future prospects. Furthermore, the Company does not hold keyman
insurance on any member of its management team.
Possible Depressing Effect of Future Sales of the Company's Common Stock.
Future sales of the Shares, or the perception that such sales could occur, could
adversely affect the market price of the Company's Common Stock. There can be no
assurance as to when, and how many of, the Shares will be sold and the effect
such sales may have on the market price of the Company's 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
(including the Registration Statement of which this Prospectus forms a part), by
certain selling stockholders, an aggregate of 268,698,551 shares of the
Company's Common Stock. In addition, the Company intends to continue to issue
the Company's Common Stock in connection with certain of its acquisitions or in
other transactions. Such securities may be subject to resale restrictions in
accordance with the Securities Act and the regulations promulgated thereunder.
As such restrictions lapse or if such shares are registered for sale to the
public, such securities may be sold to the public. To facilitate the issuance of
Common Stock in making acquisitions, the Company recently has registered an
additional 41,152,582 shares of Common Stock pursuant to an acquisition shelf
registration statement. In the event of the issuance and subsequent resale of a
substantial number of shares of the Company's Common Stock, or a perception that
such sales could occur, there could be a material adverse effect on the
prevailing market price of the Company's Common Stock.
Limited Operations in Vehicle Retailing Business. The Company has a
limited history of operations in vehicle retailing and related businesses. Prior
to its acquisition of CarChoice in August 1996, the Company had no history of
operations in the used vehicle retailing industry. The Company currently
anticipates that it will, through acquisitions, including the acquisition of
numerous new car dealers, rapidly expand its operations in new and used vehicle
retailing and related
5
<PAGE> 7
businesses. Operations of CarChoice and AutoNation did not generate revenue
until 1996. Neither CarChoice nor AutoNation has operated profitably since
inception. AutoNation has started up and is developing a chain of vehicle
retailing megastores and opened its first AutoNation USA(TM) megastore in
October 1996. The success of the Company's aggressive development plans in the
vehicle 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 vehicle retailing,
vehicle manufacturers' approval and control over new vehicle dealer franchises,
and the building of brand recognition. There can be no assurance that the
Company will be successful in the vehicle retailing industry or in any related
automotive industries which it enters.
Need for Substantial Additional Capital. The Company's strategy is to
aggressively grow as a diversified company by acquiring and integrating
additional companies in its existing lines of business, and companies in other
lines of business, as well as through internal growth of such businesses. As of
January 21, 1997, the Company had approximately $1.9 billion of long term debt
outstanding ($1.725 billion of which was secured by revenue earning rental
vehicles) and had approximately $283 million in cash available for general
corporate purposes. The Company believes that additional capital may be
necessary to continue its rapid expansion, to service its existing debt, and to
fully capitalize on acquisition and expansion opportunities that may become
available to the Company. There can be no assurance that additional financing
will be available on a timely basis, if at all, or that it will be available on
terms acceptable to the Company. In the event that adequate financing is not
available or is not available in the amounts or on terms acceptable to the
Company, the implementation of the Company's acquisition and expansion 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.
Impediments to Completing Future Acquisitions. The Company's future growth
strategy depends on its ability to identify and acquire appropriate companies in
its existing lines of business, and companies operating in other lines of
business, to integrate the acquired operations effectively and to increase its
market share in such businesses. A number of the Company's competitors are
better known companies, with significantly greater financial resources. There
can be no assurance that the Company will be able to identify viable acquisition
candidates, that any identified candidates will be acquired, that acquired
companies will be effectively integrated to realize expected efficiencies and
economies of scale, or that any such acquisitions will prove to be profitable.
Acquisition of companies requires the expenditure of sizeable amounts of
capital, and the intense competition among companies pursuing similar
acquisitions may further increase such capital requirements. In the event that
acquisition candidates are not identifiable or acquisitions are prohibitively
costly, the Company may be forced to alter its future growth strategy. As the
Company continues to pursue its acquisition strategy in the future, its stock
price, financial condition and results of operations may fluctuate significantly
from period to period.
Risks Associated with Acquisitions. There may be liabilities which the
Company fails or is unable to discover in the course of performing due diligence
investigations on each company or business it seeks to acquire, including
liabilities arising from non-compliance with certain federal, state or local
environmental laws by prior owners, and for which the Company, as a successor
owner, may be responsible. The Company generally seeks to minimize its exposure
to such liabilities by obtaining indemnification from each former owner, which
may be supported by deferring payment of a portion of the purchase price.
However, there is no assurance that such indemnifications, even if obtainable,
enforceable and collectible (as to which there also is no assurance), will be
sufficient in amount, scope or duration to fully offset the possible liabilities
arising from the acquisitions.
Dependence on Vehicle Manufacturers. New vehicle dealerships operate
pursuant to franchise agreements with vehicle manufacturers. In connection with
the Company's acquisition of new vehicle dealerships, the Company must obtain
the prior approval of the applicable vehicle manufacturer under the franchise
agreement with each new vehicle dealer to be acquired. 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 new vehicle dealer 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 new vehicle 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 new
dealer franchise is dependent, to a large extent, on the success of the vehicle
manufacturer. Therefore, the success of the Company's new vehicle dealerships
are 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. Vehicle depreciation is one of the single
largest cost components of the Company's Alamo Rent-A-Car vehicle rental
business, and it is materially affected by vehicle manufacturers' supply
programs. Since the late 1980s, vehicle manufacturers have sold vehicles to the
car rental industry under repurchase programs, pursuant to
6
<PAGE> 8
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 original vehicle cost and
the month in which the vehicle is returned or (ii) the original capitalization
cost less a set monthly depreciation amount. Repurchase Programs limit the risk
of market value decline at the time of vehicle disposition and enable car rental
companies to accurately project their vehicle depreciation expense. The Company
currently has Repurchase Programs with General Motors, Chrysler Corporation,
Ford Motor, Mazda Motor of America, Inc., Nissan Motor Corporation in U.S.A.,
Subaru of America, Inc. and Toyota Motor Sales U.S.A., Inc. (including its Lexus
division). During model year 1996, the Company's vehicle rental operations
purchased approximately 90% of its U. S. vehicle fleet and a majority of its
European vehicle fleet under Repurchase Programs. If vehicle manufacturers
reduce the number or mix of vehicles available to car rental companies through
Repurchase Programs or increase vehicle costs under Repurchase Programs, there
can be no assurance that the Company will be able to control its rental fleet
costs or selection, or to pass on any increases in vehicle cost to rental
customers, which could have a material adverse effect on the Company's business,
financial condition and future prospects.
The Company also purchases vehicles for its rental fleet that are not
subject to Repurchase Programs and therefore the Company is responsible for the
disposition of such vehicles. During model year 1996, the Company's vehicle
rental operations purchased approximately 10% of its North American rental fleet
and less than half of its European rental fleet outside Repurchase Programs. The
proceeds from the sales of such vehicles will depend upon the prices obtained by
the Company in the used car market at the time of disposition and, accordingly,
will be subject to the market conditions at the time of sale, which conditions
may change from time to time. Changes in the prices obtainable in the used car
market could adversely affect the price realized upon any sale. In the future,
the number of vehicles purchased outside Repurchase Programs may increase or
decrease based on a number of factors, including a determination by the Company
of the acceptable level of residual risk related to the disposition of vehicles
in the used car market.
Dependence on Vehicle Manufacturer's Credit. The Company's Alamo
Rent-A-Car vehicle rental business depends upon third-party financing to
purchase its revenue earning vehicles for its vehicle rental fleet. Continued
availability of such financing upon favorable terms is critical to the Company's
vehicle rental operations. Since a substantial portion of such indebtedness 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
could significantly affect the Company's ability to obtain such financing on
favorable terms. In addition, under the terms of certain of the Company's
vehicle purchase credit facilities, if the senior indebtedness of a repurchase
party (such as General Motors) fails to maintain an investment grade rating, or
upon the bankruptcy of a repurchase party or the occurrence of any other
material adverse effect on the repurchase party's ability to perform, or upon a
material default under a Repurchase Program, or upon the occurrence of certain
other events, the Company may be prohibited from borrowing additional amounts
under such facilities for the purchase of vehicles from such repurchase party,
the Company may be required to repay a portion of the indebtedness outstanding
under such facilities based on the vehicles to be repurchased by such repurchase
party, and the Company may be required to remove the vehicles of such repurchase
party from the applicable collateral pool for such facilities. Therefore, any
change in financial condition of a vehicle manufacturer with which the Company
maintains a Repurchase Program 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. 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 ability to service its debt obligations. In addition, most of the
Company's debt instruments contain covenants establishing certain financial and
operating restrictions as well as cross-default and cross-acceleration
provisions. 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.
European Vehicle Rental Operations. The Company's European vehicle rental
operations are subject to certain risks, including adverse developments in the
foreign political and economic environment, varying governmental regulations,
foreign currency fluctuations, potential difficulties in staffing and managing
foreign operations and potentially adverse tax consequences. There can be no
assurance that any of these factors will not have a material adverse effect on
the Company's business, financial condition and future prospects.
Regulation of Collision Damage Waivers. A traditional rental related
product offered by the car rental industry has been the sale of collision damage
waivers, under which car rental companies agree to waive their right to recovery
from a renter for damage to the rental vehicle. Approximately 6.3%, 7.6% and
6.8% of the total U.S. revenue of the Company's Alamo Rent-A-Car vehicle rental
business in 1995, 1994 and 1993, respectively, was generated from the sale of
collision damage waivers. The United States House of Representatives has from
time to time contemplated, but never adopted,
7
<PAGE> 9
legislation that would regulate the conditions under which collision damage
waivers may be sold by car rental companies. In addition, approximately 40
states have considered legislation affecting the collision damage waiver
product. To date, 18 of those states have enacted legislation requiring
disclosure to each customer at the time of rental that damage to the rented
vehicle may be covered by the customer's personal automobile insurance and that
a collision damage waiver may not be necessary. In addition, in the late 1980s,
New York and Illinois enacted legislation which eliminated car rental companies'
right to offer collision damage waivers for sale and limited potential customer
liability to $100 and $200, respectively. Moreover, California, Nevada and
Indiana have capped the rates that may be charged for collision damage waivers
to $9.00, $10.00 and $5.00 per day, respectively. In addition, Texas requires
the rates charged for this protection to be reasonable in relation to costs.
Adoption of national or additional state legislation limiting the sale, or
capping the rates, of collision damage waivers 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.
Dependence on Principal Rental Fleet Supplier. Since the early 1980s,
General Motors has been the principal supplier of rental fleet vehicles to the
Company's Alamo Rent-A-Car vehicle rental business. The number of vehicles
purchased from General Motors varies from year to year. In model years 1996,
1995 and 1994, the Company's vehicle rental operations purchased approximately
61%, 68% and 78%, respectively, of its North American vehicle fleet from General
Motors. Under the terms of the Company's Repurchase Program with General Motors,
the Company's vehicle rental operations must purchase at least 51% of its
domestic vehicles from General Motors 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.
Environmental Regulation. The operation of the Company's businesses are
subject to certain federal, state and local requirements which regulate health,
safety, environment, zoning and land-use. Operating and other permits are
generally required for landfills, certain waste collection vehicles, fuel
storage tanks, and other facilities owned or operated by the Company and these
permits are subject to revocation, modification and renewal. It may be necessary
to expend considerable time, effort and money to bring the Company's existing or
acquired facilities into compliance with applicable requirements and to obtain
the permits and approvals necessary to increase their capacity. Applicable
requirements are enforceable by injunctions and fines or penalties, including
criminal penalties. These regulations are administered by the United States
Environmental Protection Agency ("EPA") and various other federal, state and
local environmental and health and safety agencies and authorities, including
the Occupational Safety and Health Administration ("OSHA") of the United States
Department of Labor. 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.
The Solid Waste Disposal Act ("SWDA"), as amended by the Resource
Conservation and Recovery Act of 1976, as amended ("RCRA"), and the regulations
promulgated thereunder establish a framework for regulating the storage,
collection and disposal of non-hazardous solid wastes. Subtitle D of RCRA
establishes a framework for regulating the disposal of municipal solid wastes.
In October 1991, the EPA imposed minimum federal comprehensive solid waste
management criteria and guidelines, on, among other things, location
restrictions, facility design and operating criteria, closure and post-closure
requirements, groundwater monitoring requirements and corrective action
standards, many of which had not previously been in effect or enforced.
Compliance with Subtitle D regulations has resulted in significant increases in
costs. 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.
The Comprehensive Environmental Response, Compensation, and Liability Act
of 1980, as amended ("CERCLA"), imposes liability for damages and the cleanup of
sites from which there is a release or threatened release of a hazardous
substance into the environment on, among others, the current and former owners
and operators of such sites. Liability under CERCLA can be founded upon the
release or threatened release, even as a result of unintentional and
non-negligent action, of thousands of hazardous substances, including very small
quantities of such substances. More than 20% of the sites on the EPA's National
Priorities List which require remediation under CERCLA are solid waste landfills
which ostensibly never received any hazardous wastes. Thus, even if the
Company's landfills or other properties which the Company or companies it
acquires may have owned or operated have never received hazardous wastes, it is
possible that one or more hazardous substances may have come to be located
there. The Company could be liable under CERCLA for the cost of cleaning up such
hazardous substances at the sites and for damages to natural resources, even if
those substances were deposited at the Company's facilities before the Company
acquired or operated them. CERCLA liability
8
<PAGE> 10
may also attach to the Company with regard to facilities owned or operated by
third parties where the Company or companies it acquires arranged for disposal
or treatment of hazardous substances at, or transportation of hazardous
substances to, such a facility, or where the Company or companies it acquires
was the waste transporter who selected such facility for treatment or disposal
of hazardous substances. The costs of a CERCLA cleanup can be significant. Given
the difficulty of obtaining insurance for environmental impairment liability,
such liability could have a material impact on the Company's business, financial
condition and future prospects.
The Company currently carries site-specific pollution liability insurance
(for a majority of its facilities), contractors' pollution liability insurance
and professional liability insurance. However, these insurance policies are
limited in scope and coverage. As a result, there can be no assurance that the
level or breadth of such insurance coverages will be sufficient to fully cover
potential claims. In addition, such insurance is becoming increasingly expensive
and difficult to obtain. There can be no assurance that adequate insurance
coverage will be available in the future at an acceptable cost, if at all, or in
sufficient amounts to protect the Company against liabilities. The obligation to
pay any environmental damages claim in excess of the Company's insurance
coverage could have a material adverse effect on the business, financial
condition and future prospects of the Company.
"False" Alarm Ordinances. The Company believes that approximately 95% of
alarm activations that result in the dispatch of police or fire department
personnel are not emergencies, and thus are "false" alarms. Significant concern
has arisen in certain municipalities about this high incidence of "false"
alarms. Local governmental authorities may address such concern by adopting
various measures aimed at reducing the number of "false" alarms. Such measures
include (i) subjecting alarm monitoring companies to fines or penalties for
transmitting "false" alarms; (ii) licensing individual alarm systems and the
revocation of such licenses following a specified number of "false" alarms;
(iii) imposing fines on alarm subscribers for "false" alarms; (iv) imposing
limitations on the number of times the police will respond to alarms at a
particular location after a specified number of "false" alarms; and/or (v)
requiring further verification of an alarm signal before the police will
respond. Enactment of such measures could adversely affect the Company's
electronic security services business and operations. In addition, as a result
of high incidence of "false" alarms, the police may, in general, become less
responsive to alarm activations. The continuation of such trend, or perception
by the public of such trend, may make home security systems less attractive to
consumers, which could, in turn, have an adverse effect on the Company's
electronic security services business and operations.
Risks of Pending and Future Legal Proceedings. The Company will continue
to be involved in legal proceedings in the ordinary course of business.
Government agencies may seek to impose fines on the Company for alleged failure
to comply with laws and regulations or to deny, revoke or impede the renewal of
the Company's permits and licenses. In addition, such governmental agencies as
well as surrounding landowners, may claim that the Company is liable for
environmental damages. Citizen's groups have become increasingly active in
challenging the grant or renewal of permits and licenses for landfills and
other waste facilities, and responding to such challenges has further increased
the costs associated with establishing new facilities or expanding current
facilities. A significant judgment against the Company, the loss of a
significant permit or license or the imposition of a significant fine could
have a material adverse effect on the Company's business, financial condition
and future prospects. The Company is currently a party to various legal
proceedings, particularly in its vehicle rental business, as well as
environmental proceedings which have arisen in the ordinary course of its
business. No assurance can be given with respect to the outcome of these legal
and environmental proceedings and the effect such outcomes may have on the
Company. Although the Company believes that losses resulting from the ultimate
resolution of such proceedings will not have a material adverse effect on the
Company's business, financial condition or future prospects, unfavorable
resolution of any matter individually or in the aggregate could have a material
adverse effect on the Company's business, financial condition and future
prospects.
Seasonality and Dependence on Travel Industry and Fuel Supply. The
Company's collection and landfill operations could be adversely affected by
protracted periods of inclement weather which could delay the development of
landfill capacity or the transfer of waste and/or reduce the volume of waste
generated. The Company's vehicle retail operations could be adversely affected
by protracted periods of inclement weather. In addition, the Company's vehicle
rental operations could be adversely affected by a decrease in air travel,
protracted periods of inclement weather or any other event that disrupts travel
patterns for an extended period of time, particularly in the peak summer travel
months which have historically been the strongest revenue and net income
producing months of the Company's vehicle rental operations. The Company's
vehicle rental operations could also be adversely affected by limitations in
fuel supplies, imposition of mandatory fuel allocation or rationing regulations
or significant increases in fuel prices. There can be no assurance that
protracted periods of inclement weather, decrease in air travel or any other
occurrence that disrupts travel patterns, disruption of fuel supplies or
increases in fuel prices will not have a material adverse effect on the
Company's business, financial condition and future prospects.
9
<PAGE> 11
Competitive Environment. All of the Company's businesses operate in highly
competitive environments. In addition, the solid waste industry, the electronic
security services industry and the vehicle 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.
The solid waste industry in North America is led by several large national
waste management companies and numerous regional and local companies, all of
which contribute to the high level of competition. Some of these companies have
significantly greater financial and operational resources and more established
market positions than the Company. In addition, the Company must often compete
with municipalities that maintain their own waste collection and landfill
operations and often have financial advantages due to the availability to
municipalities of tax revenues and tax-exempt financing. Furthermore,
alternatives to landfill disposal (such as recycling, incinerating and
composting) are increasingly competing with landfills. There also has been an
increasing trend at the state and local levels to mandate waste reduction at the
source and to prohibit the disposal of certain types of wastes, such as yard
wastes, at landfills. This may result in the volume of waste going to landfills
being reduced in certain areas, which may affect the Company's ability to
operate its landfills at their full capacity and/or affect the prices that can
be charged for landfill disposal services. In addition, most of the states in
which the Company operates landfills have adopted plans or requirements which
set goals for specified percentages of certain solid waste items to be recycled.
Implementation and adoption of such plans or requirements could have a material
adverse effect on the Company's business, financial condition and future
prospects. There can be no assurance that the Company will be able to compete
effectively in the solid waste industry.
The security alarm industry is highly competitive and highly fragmented.
The electronic security services business of the Company competes with several
large national companies as well as numerous smaller regional and local
companies. Furthermore, new competitors are continuing to enter the industry.
Certain of the Company's competitors have greater financial and other resources
than the Company. Given this competitive business environment, there can be no
assurance that the operations of the Company will be able to compete effectively
in this industry. The existing subscriber base of the Company's electronic
security services business is geographically concentrated in certain
metropolitan areas primarily located in Florida, Colorado, Illinois, Louisiana,
Maryland and Pennsylvania. Accordingly, the performance of this business
segment may be adversely affected by regional or local economic conditions or
regulations. The Company may from time to time make acquisitions in regions
outside of its current operating areas. In order for the Company to expand
successfully into a new area, the Company must obtain a sufficient number and
density of subscriber accounts in such area to support the additional
investment required when expanding to a new geographic area. There can be no
assurance that an expansion into new geographic areas would generate operating
profits.
The car rental industry is highly competitive. In any given location, the
Company's Alamo Rent-A-Car vehicle rental business may encounter competition,
particularly in the leisure segment, from national, regional and local car
rental companies, some of which may have access to greater financial resources
than the Company and some of which are owned by or affiliated with the major
automobile manufacturers. At times, the major car rental companies have been
adversely affected by industry-wide price pressures, and the Company's vehicle
rental business has, on such occasions, priced its product in response to such
pressures. Moreover, at times when the car rental industry has experienced
vehicle oversupply, there has been intensified competitive pressure. This
oversupply has limited the industry's ability to raise rental rates. There can
be no assurance that the Company will be able to compete effectively in the
vehicle rental industry.
The vehicle retailing industry in the United States is highly fragmented
and competitive, and is in the early stages of consolidation. The Company
believes that there is no used vehicle retailer currently operating a national
chain of megastores. In addition to the Company, several other companies have
announced plans to roll out national chains of used vehicle megastores over the
next few years. In addition, several franchised new vehicle dealers, which have
significant used vehicle operations, have recently conducted initial public
offerings of their securities, with proceeds targeted to be used for
acquisitions of other dealers. Some of these competitors in the new and used
vehicle retailing industry have significantly greater financial and operational
resources and more established market positions than the Company. There can be
no assurance that the Company will be able to compete effectively in the new or
used vehicle retailing industry or related automotive businesses.
USE OF PROCEEDS
This Prospectus relates to Shares being offered and sold for the accounts
of the Selling Stockholders. The Company will not receive any proceeds from the
sale of the Shares but will pay all expenses related to the registration of the
Shares. See "Plan of Distribution."
10
<PAGE> 12
SELLING STOCKHOLDERS
The following table sets forth the name of each Selling Stockholder, the
aggregate number of shares of Common Stock beneficially owned by each Selling
Stockholder as of January 27, 1997, the aggregate number of shares of Common
Stock registered hereby that each Selling Stockholder may offer and sell
pursuant to this Prospectus, and the aggregate number of shares of Common Stock
that will be beneficially owned by each Selling Stockholder after completion of
the Offering. However, because the Selling Stockholders may offer all or a
portion of the Shares at any time and from time to time after the date hereof,
the exact number of Shares that each Selling Stockholder may retain upon
completion of the Offering cannot be determined at this time. All of the
65,333,895 Shares offered are issued and outstanding as of the date of this
Prospectus. To the knowledge of the Company, none of the Selling Stockholders
has had within the past three years any material relationship with the Company
or any of its predecessors or affiliates, except as set forth in the footnotes
to the following table.
<TABLE>
<CAPTION>
SHARES TO BE OFFERED
SHARES BENEFICIALLY FOR THE SELLING SHARES BENEFICIALLY
OWNED PRIOR TO THE STOCKHOLDER'S OWNED AFTER THE
SELLING STOCKHOLDER OFFERING ACCOUNT OFFERING(1)
<S> <C> <C> <C>
110 Group Trust Dated December 28, 1995
c/o Jaqueline Egan, Trustee 74 74 *
AAA Michigan 9,700 9,700 *
ADA Relief Fund 1,300 1,300 *
ADA Endowment & Asset Fund 100 100 *
Adelphia Communications Corporation 284,425 284,425 *
AGSPC - Growth Fund 115,000 115,000 *
Allegheny County Retirement 26,700 26,700 *
A. Clinton Allen, III 54,449 54,449 *
Alliance Capital Management on behalf of Separate Account
No. 4 1,600,000 200,000 1,400,000
The Alliance Fund - Small Cap 150,000 136,000 14,000
American National Can Retirement Trust 35,000 12,000 23,000
The American Variable Insurance Series - Growth Fund 750,00 750,000 *
Ameritech Pension Trust 322,200 322,200 *
Anchor Pathway Fund - Growth Series 150,000 150,000 *
Anchor Series Trust, Capital Appreciation Portfolio 345,700 100,000 245,700
Annuity Board - Stellar 38,000 38,000 *
</TABLE>
11
<PAGE> 13
<TABLE>
<CAPTION>
SHARES TO BE OFFERED
SHARES BENEFICIALLY FOR THE SELLING SHARES BENEFICIALLY
OWNED PRIOR TO THE STOCKHOLDER'S OWNED AFTER THE
SELLING STOCKHOLDER OFFERING ACCOUNT OFFERING(1)
<S> <C> <C> <C>
Bandag Master Retirement Trust 7,200 7,200 *
Bank of America Illinois custodian for Peter H. Huizenga 68,061 68,061 *
Carole Barbieri 800 800 *
Forest Barbieri 800 800 *
Berrard Holdings Limited Partnership(2) 3,558,042(3) 3,158,042 400,000
James J. Blosser 962,422 136,122 826,300
Nicholas Bologna Family 700 700 *
Thomas M. Borah & Clare C. Borah, Joint Tenants 5,671 5,671 *
Cris V. Branden 293,444(4) 5,444 288,000
Thomas Byrne 98,008 98,008 *
Hirtle Callaghan 34,300 34,300 *
Daniel W. Carlisle, trustee
U/T/D dtd 4/22/76(5) 338,461 338,461 *
Steven D. Carlisle, trustee or successor trustee of the Steven
D. Carlisle Revocable Trust Agreement dtd 6/27/91(5) 345,866 345,866 *
Richard James Case 195,347(6) 163,347 32,000
Rita Lynn Case 195,347(6) 163,347 32,000
J. Ronald Castell(7) 376,424(8) 27,224 349,200
</TABLE>
12
<PAGE> 14
<TABLE>
<CAPTION>
SHARES TO BE OFFERED
SHARES BENEFICIALLY FOR THE SELLING SHARES BENEFICIALLY
OWNED PRIOR TO THE STOCKHOLDER'S OWNED AFTER THE
SELLING STOCKHOLDER OFFERING ACCOUNT OFFERING(1)
<S> <C> <C> <C>
CFP Trust 1,000 1,000 *
Charles River School E. 1,200 1,200 *
Cheyne Walk Trust 108,100 38,000 70,100
Tracy Grubb Christ 1,590 1,590 *
Christian Science Trustees - Gifts and Endowments 20,000 4,000 16,000
City of Cincinnati Retirement 26,300 26,300 *
Coastal Corp. Pension Trust A 72,300 72,300 *
Comdisco 5,400 5,400 *
Congoleum Corp. Retirement 4,300 4,300 *
John E. Croghan & Theresa M. Croghan, Joint Tenants 5,671 5,671 *
Mark M. Croghan & Kyoko Croghan, Joint Tenants 5,671 5,671 *
Thomas J. Croghan & Anita P. Croghan, Joint Tenants 5,671 5,671 *
The Cypress Partners L.P. 170,000 170,000 *
Cypress International Partners Limited 30,000 30,000 *
Dana Corporation Pension Plan Trust 230,000 40,000 190,000
Dana Corp. PIC Fund 58,800 58,800 *
David B. Long Irrevocable Trust 500 500 *
Jeffrey Davis(9) 32,669 32,669 *
Delaware Group Premium Fund, Inc. for the Emerging Growth
Series 6,000 6,000 *
</TABLE>
13
<PAGE> 15
<TABLE>
<CAPTION>
SHARES TO BE OFFERED
SHARES BENEFICIALLY FOR THE SELLING SHARES BENEFICIALLY
OWNED PRIOR TO THE STOCKHOLDER'S OWNED AFTER THE
SELLING STOCKHOLDER OFFERING ACCOUNT OFFERING(1)
<S> <C> <C> <C>
Delaware Trend Fund, Inc. 330,000 330,000 *
Paul Detjen & Colleen M. Detjen, Joint Tenants 5,671 5,671 *
DNB, L.P. 679,681 179,681 500,000
Dow Corning Pension Fund 25,600 11,000 14,600
Dr. Richard Shea PS MPP 400 400 *
Dr. Ryda D. Rose Rollover 500 500 *
Robert F. Dwors and Mary M. Dwors, as tenants by the entirety 217,796 217,796 *
Jane S. Egan(10) 28,925 28,925 *
Michael S. Egan(11) 8,218 8,218 *
Michael S. Egan Living Trust 16,686,549 16,686,549 *
Michael S. Egan Grantor Retained Annuity Trust For
Sarah Egan Mooney 853,007 853,007 *
Michael S. Egan Grantor Retained Annuity Trust For
Eliza Shenners Egan 853,007 853,007 *
Michael S. Egan Grantor Retained Annuity Trust For
Catherine Lewis Egan 853,007 853,007 *
Michael S. Egan Grantor Retained Annuity Trust For
Teague Michael Thomas Egan 853,007 853,007 *
Michael S. Egan Grantor Retained Annuity Trust For
Riley Martin Michael Egan 853,007 853,007 *
Patrick M. Egan(10) 551,718 551,718 *
Elbridge Stuart Foundation 20,200 20,200 *
James M. Emanuel 1,400 1,400 *
Emvest & Company 3,300 3,300 *
English Construction P. 1,400 1,400 *
Enron Corp. Retirement Plan 3,700 3,700 *
Estee Lauder Inc. 18,850 5,000 13,850
Gregory K. Fairbanks(12) 21,779 21,779 *
Joseph M. Field 700 700 *
Fireman Foundation/PIC 3,000 3,000 *
First Church of Christ Scientist 20,000 6,000 14,000
</TABLE>
14
<PAGE> 16
<TABLE>
<CAPTION>
SHARES TO BE OFFERED
SHARES BENEFICIALLY FOR THE SELLING SHARES BENEFICIALLY
OWNED PRIOR TO THE STOCKHOLDER'S OWNED AFTER THE
SELLING STOCKHOLDER OFFERING ACCOUNT OFFERING(1)
<S> <C> <C> <C>
FJH Associates, a California Limited Partnership 102,800 34,000 68,800
FJH Associates, II, a Delaware Limited Partnership 5,800 2,900 2,900
FJH Associates International Fund Ltd. 51,200 19,700 31,500
Ford Master Trust 490,000 246,000 244,000
Ford Motor Company Pension Plan 200,000 200,000 *
Freedom Investment Trust II 60,000 60,000 *
Gastroenterology Assoc. 1,100 1,100 *
GDJ, Jr. Investments Limited Partnership(13) 1,272,851(14) 544,490 728,361
Gerald R. Geddis 108,898 108,898 *
The Growth Fund of America, Inc. 400,000 400,000 *
Dan L. Grubb(15) 1,321,782(16) 1,321,782 *
Lou Grubb(15) 100,933 100,933 *
Lou Grubb and Evelyn F. Grubb(15) 2,501,049(17) 2,501,049 *
Thomas A. Gruber(9) 535,158(18) 217,796 317,362
Robert A. Guerin(7) 228,324 27,224 201,100
Gunnell Family Limited Partnership 108,898 108,898 *
Hamilton College Endowment 6,300 6,300 *
Harris W. Hudson Limited Partnership(19) 19,621,779(20) 21,779 19,600,000(21)
Hartford Capital Appreciation Fund, Inc. 1,181,000 581,000 600,000
Hartford Mutual Funds, Inc., Hartford Capital Appreciation
Fund 13,500 13,500 *
Haussman Holdings N.V. 45,100 24,000 21,100
</TABLE>
15
<PAGE> 17
<TABLE>
<CAPTION>
SHARES TO BE OFFERED
SHARES BENEFICIALLY FOR THE SELLING SHARES BENEFICIALLY
OWNED PRIOR TO THE STOCKHOLDER'S OWNED AFTER THE
SELLING STOCKHOLDER OFFERING ACCOUNT OFFERING(1)
<S> <C> <C> <C>
John T. Hawkins 2,177 2,177 *
Thomas W. Hawkins(7) 255,830(22) 95,830 160,000
Hedge Capital Ltd. 12,000 5,200 6,800
Robert J. Henninger, Jr.(7) 758,898(23) 108,898 650,000
H. Family Limited Partnership(24) 6,332,418 6,332,418 *
Holly J. Hudson Limited Partnership 152,457 152,457 *
Hovius Investments N.V. 47,600 24,000 23,600
Hudson River Trust Aggressive Stock Fund 2,854,000 245,000 2,600,000
Huizenga Investments Limited Partnership(25) 25,019,219(26) 21,779 24,997,440(27)
Raymond Huizenga 199,559(28) 43,559 156,000
IDS Advisory Group, Inc. on behalf of Nomura Global Investment
Fund 1,100 1,100 *
IDS Life Aggressive Growth Fund 311,000 176,100 134,900
IDS Life Equity Portfolio 81,100 45,900 35,200
IDS Strategy Aggressive Fund 82,400 82,400 *
Janet C. Rutz Revocable Trust 800 800 *
JM Family Enterprises, Inc.(29) 3,441,176 3,441,176 *
John Hancock Declaration Trust 400 400 *
John Hancock Investment Trust IV 88,000 88,000 *
</TABLE>
16
<PAGE> 18
<TABLE>
<CAPTION>
SHARES TO BE OFFERED
SHARES BENEFICIALLY FOR THE SELLING SHARES BENEFICIALLY
OWNED PRIOR TO THE STOCKHOLDER'S OWNED AFTER THE
SELLING STOCKHOLDER OFFERING ACCOUNT OFFERING(1)
<S> <C> <C> <C>
John Hancock World Fund 40,000 40,000 *
Johnson & Higgins Retirement 4,600 4,600 *
Lear Johnson 482 482 *
John W. Croghan, TR UA dtd. 12/28/82 707,091(30) 102,091 605,000
James Kelly 1,500 1,500 *
William H. Kelly, Jr.(31) 460,666 460,666 *
Kent County Hosp. MAI PR 1,900 1,900 *
Kent County Hosp. Pension 3,600 3,600 *
James L. Kirk 43,559 43,559 *
Kroger Retirement Income Plan 14,100 14,100 *
Michael J. Lobsinger 2,400 2,400 *
Manager Capital Appreciation Fund 85,700 42,000 43,700
Marcy A. Sandler Revocable Trust 150 150 *
Roger Marino 9,600 9,600 *
Roger & Michelle Marino 2,300 2,300 *
Maritime Life Discovery Fund 5,000 5,000 *
Mark Equity Partners, L.P. 10,160 5,000 5,160
Mark International Partners, L.P. 51,006 25,000 26,006
Mark Partners 41,258 20,000 21,258
Martha J. Huizenga Holdings Limited Partnership 1,043,559 43,559 1,000,000
MAS Funds - Mid Cap Growth Fund 262,200 125,000 137,200
</TABLE>
17
<PAGE> 19
<TABLE>
<CAPTION>
SHARES TO BE OFFERED
SHARES BENEFICIALLY FOR THE SELLING SHARES BENEFICIALLY
OWNED PRIOR TO THE STOCKHOLDER'S OWNED AFTER THE
SELLING STOCKHOLDER OFFERING ACCOUNT OFFERING(1)
<S> <C> <C> <C>
Joseph & Julian Maxwell 1,000 1,000 *
McGraw Hill Pension Prov. 13,300 13,300 *
McGuire Woods Battle 6,400 6,400 *
John and Arline McNally, as tenants by the entirety 21,779 21,779 *
John J. Melk(32) 4,639,061(33) 179,681 4,459,380(34)
Merichem 900 900 *
MFS Series Trust II - MFS Emerging Growth Fund 6,000,000 6,000,000 *
Michael R. Sandler Family Trust 150 150 *
James M. Moran 3,767,870(35) 217,796 *
James Moran, Jr. 21,779 21,779 *
Janice M. Moran 326,694(36) 108,898 *
Stephen R. Morse(7) 108,898 108,898 *
Mott Children's Health 7,700 7,700 *
Ed Mullinax 1,425,920 1,425,920 *
Ed Mullinax & Janet Mullinax JTWROS 304,279 304,279 *
Jerry Mullinax(37) 548,386 548,386 *
Larry Mullinax(37) 548,386 548,386 *
Alex Muxo, Jr. 155,826(38) 5,444 150,382
Joseph A. Nathan 700 700 *
</TABLE>
18
<PAGE> 20
<TABLE>
<CAPTION>
SHARES TO BE OFFERED
SHARES BENEFICIALLY FOR THE SELLING SHARES BENEFICIALLY
OWNED PRIOR TO THE STOCKHOLDER'S OWNED AFTER THE
SELLING STOCKHOLDER OFFERING ACCOUNT OFFERING(1)
<S> <C> <C> <C>
Nebraska Investment Council 128,300 60,000 68,300
Neles Jamesbury Retirement 4,000 4,000 *
Patrick O'Brien, Jr.(37) 438,532 438,532 *
Pam Huizenga Holdings Limited Partnership 198,559(39) 43,559 155,000
Paul & Phyllis Fireman Trust 11,300 11,300 *
Edward A. Perlow 1,300 1,300 *
Peter H. Huizenga Testamentary Trust 68,061 68,061 *
William M. Pierce 327,224(40) 27,224 300,000
William N. Plamondon 21,779 21,779 *
Pomona College 85,000 35,000 50,000
David A. Potts 5,444 5,444 *
PREPA Emp Retirement System 13,500 13,500 *
PW Olympus Fund - PW Growth Fund 604,400 550,000 54,400
Quantum Partners LDC 1,000,000 1,000,000 *
Quissett Partners, L.P. 6,900 5,500 1,400
Randolph Macon College 5,500 5,500 *
Raptor Global Fund Ltd. 242,100 201,500 40,600
Raptor Global Fund L.P. 96,600 80,500 16,100
</TABLE>
19
<PAGE> 21
<TABLE>
<CAPTION>
SHARES TO BE OFFERED
SHARES BENEFICIALLY FOR THE SELLING SHARES BENEFICIALLY
OWNED PRIOR TO THE STOCKHOLDER'S OWNED AFTER THE
SELLING STOCKHOLDER OFFERING ACCOUNT OFFERING(1)
<S> <C> <C> <C>
Retirement Plans of Atlantic Richfield & Co. and certain of
its subsidiaries Master Trust 400,250 100,000 300,250
Richard S. Long Irrevocable Trust 400 400 *
Rich Kids, Ltd.(41) 163,347 163,347 *
Ronald Family Trust B 143,500 55,000 88,500
St. Francis Hospital 4,000 4,000 *
Nancy Grubb Sage 1,205 1,205 *
Fayez Sarofim 150,000 50,000 100,000
Joseph & Dorothy Scarlet 1,000 1,000 *
Faith Anderson Scotti 900 900 *
SFS Husic Investors 9,500 5,000 4,500
Beth Shea 300 300 *
Philip H. Sheridan, Jr. & Nancy C. Sheridan, Joint Tenants 5,671 5,671 *
Jack Sherman(15) 54,231(42) 54,231 *
Wallace & Roberta Snifes 500 500 *
Southern Company Services 349,100 170,000 179,100
Stanford University Endowment Pool C 44,000 20,000 24,000
Stephen Darby Jr. Trust 500 500 *
Stellar Trust 250,000 250,000 *
</TABLE>
20
<PAGE> 22
<TABLE>
<CAPTION>
SHARES TO BE OFFERED
SHARES BENEFICIALLY FOR THE SELLING SHARES BENEFICIALLY
OWNED PRIOR TO THE STOCKHOLDER'S OWNED AFTER THE
SELLING STOCKHOLDER OFFERING ACCOUNT OFFERING(1)
<S> <C> <C> <C>
Steven W. Hudson Limited Partnership 152,457 152,457 *
Francis Sullivan 600 600 *
Summit International, Ltd. 45,000 45,000 *
Summit Investors 200,000 80,000 120,000
Sun American Asset Management Corp. on behalf of Balance Asset
Fund 30,000 30,000 *
Sun American Asset Management Corp. on behalf of Blue Chip
Fund 10,000 10,000 *
Sun American Asset Management Corp. on behalf of Growth &
Income Fund 5,000 5,000 *
Sun American Asset Management Corp. on behalf of Mid-Cap Fund 10,000 10,000 *
Sun American Asset Management Corp. on behalf of Polaris
Aggressive Fund 10,000 10,000 *
Sun American Asset Management Corp. on behalf of Polaris
Balanced Fund 5,000 5,000 *
Sun American Asset Management Corp. on behalf of Small Company
Fund 30,000 30,000 *
3MO Properties 367,686 367,686 *
T. Briggs IRA 800 800 *
Tracie A. Rolen Irrevocable Trust 400 400 *
Norman D. Tripp(43) 1,151,638 1,151,638 *
</TABLE>
21
<PAGE> 23
<TABLE>
<CAPTION>
SHARES TO BE OFFERED
SHARES BENEFICIALLY FOR THE SELLING SHARES BENEFICIALLY
OWNED PRIOR TO THE STOCKHOLDER'S OWNED AFTER THE
SELLING STOCKHOLDER OFFERING ACCOUNT OFFERING(1)
<S> <C> <C> <C>
T. Rowe Price Equity Series, Inc.: T. Rowe Price New America
Growth Portfolio 32,000 11,000 21,000
T. Rowe Price New America Growth Fund, Inc. 737,000 224,000 513,000
Tudor Arbitrage Partners L.P. 27,900 23,500 4,400
Tudor BVI Futures Ltd. 233,400 194,500 38,900
Tulane University 35,600 18,000 17,500
Andreas Typaldos 1,100 1,100 *
Uff Croissance Amerique 10,000 10,000 *
Valero Energy Pension PLC 5,500 5,500 *
Vanguard Horizon-Capital Opportunity Fund 260,000 260,000 *
Vanguard/Morgan Growth Fund, Inc. 560,000 560,000 *
Waynco Investments Limited Partnership 858,559(44) 43,559 815,000
W.C. English Foundation 1,400 1,400 *
Gerald W. B. Weber(9) 599,807(45) 217,796 382,011
WeeZor II Limited Partnership 1,550,000(46) 482,245 1,067,755
Josh Weston 800 800 *
Westfield Technology Fund L 4,500 4,500 *
Whittier Opportunity Fund I LLC 57,000 57,000 *
Scott A. Wilkerson(5) 348,930 348,930 *
</TABLE>
22
<PAGE> 24
<TABLE>
<CAPTION>
SHARES TO BE OFFERED
SHARES BENEFICIALLY FOR THE SELLING SHARES BENEFICIALLY
OWNED PRIOR TO THE STOCKHOLDER'S OWNED AFTER THE
SELLING STOCKHOLDER OFFERING ACCOUNT OFFERING(1)
<S> <C> <C> <C>
Williams Master Trust A 9,700 9,700 *
Willis Coroon Corp. 9,200 9,200 *
Yarmouth Trust 900 900 *
Marjorie Yashar 100 100 *
</TABLE>
23
<PAGE> 25
ENDNOTES:
* After completion of the offering, assuming all shares of Common Stock
to be offered by this Selling Stockholder are sold, this Selling
Stockholder will hold no shares of Common Stock.
(1) Unless specifically noted, no Selling Stockholder will hold more than
one percent of the Common Stock after completion of the offering.
(2) Berrard Holdings Limited Partnership is controlled by Steven R.
Berrard, who serves as President, Co-Chief Executive Officer and a
director of the Company.
(3) The amount of Common Stock beneficially owned by Berrard Holdings
Limited Partnership consists of (a) 3,158,042 shares owned directly by
it, and (b) presently exercisable warrants to purchase 200,000, 100,000
and 100,000 shares of Common Stock at exercise prices of $2.25, $2.75
and $3.50 per share, respectively.
(4) Consists of (a) 101,444 shares owned directly by him, and
(b) presently exercisable warrants to purchase 96,000, 48,000 and
48,000 shares of Common Stock at exercise prices of $2.25, $2.75 and
$3.50 per share, respectively.
(5) Served as an officer and/or director of Carlisle Motors, Inc. and/or
Credit Management Acceptance Corporation prior to the Company's
acquisition of such companies.
(6) Consists of (a) 163,347 owned individually, (b) 26,400 owned jointly
with spouse and (c) 5,600 owned by an entity controlled by such
individual.
(7) Serves as a Senior Vice President of the Company.
(8) Consists of (a) 77,224 shares owned directly by him, (b) 48,800
shares owned by him and his wife as tenants by the entirety, (c)
400 shares owned by his son, (d) presently exercisable warrants to
purchase 100,000, 50,000, and 50,000 shares of Common Stock at
exercise prices of $2.25, $2.75 and $3.50 per share, respectively, and
(e) presently exercisable options to purchase 50,000 shares at $12.375
per share.
(9) Served as an officer of AutoNation Incorporated prior to the Company's
acquisition of such company.
(10) Served as an officer and/or director of Lancaster Alarm Co., Inc.,
known as Commonwealth Security Systems, Inc. prior to the Company's
acquisition of such company.
(11) Mr. Egan may also be deemed to be the beneficial owner of the
16,686,549 shares owned by The Michael S. Egan Living Trust, the
853,007 shares owned by the Michael S. Egan Grantor Retained Annuity
Trust For Sarah Egan Mooney, the 853,007 shares owned by the Michael
S. Egan Grantor Retained Annuity Trust For Eliza Shenners Egan, the
853,007 shares owned by the Michael S. Egan Grantor Retained Annuity
Trust For Catherine Lewis Egan, the 853,007 shares owned by the Michael
S. Egan Grantor Retained Annuity Trust For Teague Michael Thomas Egan
and the 853,007 shares owned by the Michael S. Egan Grantor Retained
Annuity Trust For Riley Martin Michael Egan. Mr. Egan is currently the
Chairman and Chief Executive Officer of Alamo Rent-A-Car, Inc., has
been Chairman of Alamo since 1986, served as Chief Executive Officer
of Alamo from 1979 through May 1995 and served as an officer and/or
director of affiliates of Alamo Rent-A-Car, Inc. prior to the
Company's acquisition of such companies.
(12) Mr. Fairbanks served as Chief Financial Officer of the Company from
August 1995 until May 1996.
(13) GDJ, Jr. Investments Limited Partnership is controlled by George D.
Johnson, Jr. who serves as a director of the Company.
(14) The aggregate amount of Common Stock beneficially owned by GDJ, Jr.
Investments Limited Partnership consists of (a) 872,851 shares owned
directly by it, and (b) presently exercisable warrants to purchase
200,000, 100,000 and 100,000 shares of Common Stock at exercise prices
of $2.25, $2.75 and $3.50 per share, respectively.
(15) Served as an officer and/or director of Grubb prior to the Company's
acquisition of Grubb.
(16) Consists of (a) 586,682 shares owned directly by him, and (b) 712,285
and 22,815 shares owned by Lou Grubb Chevrolet, Inc. and Grubb
Automotive, Inc., respectively, which are expected to be distributed
to Mr. Grubb upon the liquidation of such companies in connection with
the acquisition of substantially all of the assets of such companies by
the Company.
(17) Consists of (a) 1,542,516 shares owned jointly by them, and (b)
582,779, 68,447 and 307,307 shares owned by Lou Grubb Chevrolet, Inc.,
Grubb Automotive, Inc. and Jack Sherman Chevrolet, Inc., respectively,
which are expected to be distributed to Mr. and Mrs. Grubb upon the
liquidation of such companies in connection with the acquisition of
substantially all of the assets of such companies by the Company.
(18) Consists of (a) 266,796 shares owned individually, (b) 624 shares
held jointly with spouse, (c) 73,300 shares owned by certain
partnerships of which Mr. Gruber is managing partner, (d) 21,567 shares
owned by his parents and children, which are managed by him and
(e) options to purchase 172,871 shares of Common Stock.
(19) Harris W. Hudson Limited Partnership is controlled by Harris W. Hudson
who serves as Vice Chairman of the Board of the Company, and Chairman
and Chief Executive Officer of the Company's Solid Waste and Security
Services divisions. From August 1995 until November 1996, Mr. Hudson
served as President of the Company.
(20) The aggregate amount of Common Stock beneficially owned by Harris W.
Hudson Limited Partnership consists of (a) 17,221,779 shares owned
directly by it, and (b) presently exercisable warrants to purchase
1,200,000, 600,000 and 600,000 shares of Common Stock at exercise
prices of $2.25, $2.75 and $3.50 per share, respectively.
24
<PAGE> 26
(21) After completion of the offering, Harris W. Hudson Limited Partnership
will beneficially own 6.5% of the Common Stock, calculated in
accordance with Rule 13d-3 under the Exchange Act, based upon
299,412,227 shares of Common Stock outstanding as of January 24, 1996.
(22) Consists of (a) 95,830 shares owned directly by him, and (b) presently
exercisable warrants to purchase 80,000, 40,000, and 40,000 shares of
Common Stock at exercise prices of $2.25, $2.75 and $3.50 per share,
respectively.
(23) Consists of (a) 308,898 shares owned directly by him, (b) presently
exercisable warrants to purchase 200,000, 100,000 and 100,000 shares
of Common Stock at exercise prices of $2.25, $2.75 and $3.50 per
share, respectively, and (c) presently exercisable options to
purchase 50,000 shares of Common Stock at $12.375 per share.
(24) H. Wayne Huizenga is a limited partner of H. Family Limited
Partnership, but does not have voting or dispositive power over the
shares held by such partnership and Mr. Huizenga disclaims beneficial
ownership of such shares.
(25) Huizenga Investments Limited Partnership is controlled by H. Wayne
Huizenga, who serves as Chairman and Co-Chief Executive Officer of the
Company.
(26) The aggregate amount of Common Stock beneficially owned by Huizenga
Investments Limited Partnership consists of (a) 9,019,219 shares
owned directly by it, and (b) presently exercisable warrants to
purchase 8,000,000, 4,000,000 and 4,000,000 shares of Common Stock at
exercise prices of $2.25, $2.75 and $3.50 per share, respectively.
(27) After completion of the offering, Huizenga Investments Limited
Partnership will beneficially own 7.9% of the Common Stock,
calculated in accordance with Rule 13d-3 under the Exchange Act, based
upon 299,412,227 shares of Common Stock outstanding as of January 24,
1996.
(28) Consists of (a) 89,559 shares owned individually, and (b) presently
exercisable warrants to purchase 110,000 shares of Common Stock.
(29) Certain affiliates of JM Family Enterprises, Inc. provide finance,
warranty and insurance products to AutoNation. Certain benefit
plans for the benefit of associates of JM Family Enterprises, Inc.
own approximately 14,000 shares of Common Stock for which JM
Family Enterprises, Inc. disclaims beneficial ownership.
(30) Consists of (a) 437,091 shares owned by it, and (b) presently
exercisable warrants to purchase 135,000, 67,500 and 67,500 shares
of Common Stock at exercise prices of $2.25, $2.75 and $3.50 per
share, respectively.
(31) Mr. Kelly served as a director and/or officer of Alamo Rent-A-Car,
Inc. and affiliated entities prior to the Company's acquisition of
such companies.
(32) Mr. Melk serves as a director of the Company.
(33) The aggregate amount of Common Stock beneficially owned by Mr. Melk
consists of (a) 179,681 shares owned directly by him, (b) 1,850,002
shares owned by JJM Republic Limited Partnership which is controlled
by Mr. Melk, (c) 1,849,998 shares owned by JLM Republic Limited
Partnership, which is controlled by Mr. Melk's wife, (d) presently
exercisable warrants to purchase 200,000, 100,000 and 100,000 shares of
Common Stock at exercise prices of $2.25, $2.75 and $3.50 per share,
respectively, (e) presently exercisable options to purchase 100,000,
20,000 and 20,000 shares of Common Stock at exercise prices of $12.375,
$18.0625 and $31.1875 per share, respectively, and (f) 219,380 shares
owned by his wife. Mr. Melk disclaims beneficial ownership of the
1,849,998 shares owned by JLM Republic Limited Partnership and of the
219,380 shares owned by his wife.
(34) After completion of the offering, Mr. Melk will beneficially own 1.6%
of the Common Stock, calculated in accordance with Rule 13d-3 under
the Exchange Act, based upon 299,412,227 shares of Common Stock
outstanding as of January 24, 1996.
(35) Consists of (a) 217,796 shares owned directly by him, (b) 3,441,176
shares owned by J.M. Family Enterprises, Inc. which is controlled by
Mr. Moran, for which Mr. Moran disclaims beneficial ownership, and
(c) 108,898 shares owned by his wife for which Mr. Moran disclaims
beneficial ownership.
(36) Consists of (a) 108,898 shares owned directly by her, and (b)
217,796 shares owned by her husband for which she disclaims
beneficial ownership.
(37) Served as an officer and/or director of Ed Mullinax, Inc. and certain
affiliated companies prior to the Company's acquisition of such
companies.
(38) Consists of (a) 8,944 shares held individually, (b) 16,882 shares
held jointly with spouse and (c) warrants and options to purchase
130,000 shares of Common Stock.
(39) Consists of (a) 68,559 shares owned directly by it, and (b) presently
exercisable warrants to purchase 130,000 shares of Common Stock.
(40) Consists of (a) 77,224 shares owned directly by him, (b) presently
exercisable warrants to purchase 100,000, 50,000, and 50,000 shares of
Common Stock at exercise prices of $2.25, $2.75 and $3.50 per share,
respectively, and (c) presently exercisable options to purchase 50,000
shares of Common Stock at an exercise price of $12.38 per share.
(41) Rich Kids, Ltd. is controlled by Lawrence S. Rich who served as
President of AutoNation prior to the Company's acquisition of
AutoNation, and who continues to serve as President thereof.
(42) Consists of 54,231 shares owned by Jack Sherman Chevrolet, Inc., which
are expected to be distributed to Mr. Sherman upon the liquidation of
such company in connection with the acquisition of substantially all
of the assets of such company by the Company.
(43) Mr. Tripp served as General Counsel and Secretary of Alamo Rent-A-Car,
Inc., and was a shareholder of Alamo Rent-A-Car, Inc., and affiliated
entities prior to the Company's acquisition of such companies.
Mr. Tripp is Chairman of Tripp, Scott, Conklin & Smith, which has
been the regular outside counsel to Alamo and affiliated entities.
(44) Consists of (a) 168,559 shares owned directly by it, and (b) presently
exercisable warrants to purchase 690,000 shares of Common Stock.
(45) Consists of (a) 217,796 shares held individually, (b) 194,000 shares
held jointly with spouse and (c) options to purchase 188,011 shares of
Common Stock.
(46) Consists of (a) 670,000 shares owned directly by it, and (b) presently
exercisable warrants to purchase 440,000, 220,000 and 220,000 shares
of Common Stock at exercise prices of $2.25, $2.75 and $3.50 per
share, respectively.
25
<PAGE> 27
PLAN OF DISTRIBUTION
The Selling Stockholders or pledgees may sell or distribute some or all of
the Shares from time to time through underwriters or dealers or brokers or other
agents or directly to one or more purchasers, including pledgees, in
transactions (which may involve crosses and block transactions) on Nasdaq,
privately negotiated transactions (including sales pursuant to pledges) or in
the over-the-counter market, or in transactions in which Shares may be delivered
in connection with the issuance of securities by issuers other than the Company
that are exchangeable for (whether optional or mandatory), or payable in, such
Shares (whether such securities are listed on a national securities exchange or
otherwise) or pursuant to which such Shares may be distributed (which securities
issued by others will, to the extent required by applicable law, be registered
under the Securities Act), or in brokerage transactions, or in a combination of
such transactions or by any other legally available means. Such transactions may
be effected by the Selling Stockholders at market prices prevailing at the time
of sale, at prices related to such prevailing market prices, at negotiated
prices, or at fixed prices, which may be changed. Brokers, dealers, agents or
underwriters participating in such transactions as agent may receive
compensation in the form of discounts, concessions or commissions from the
Selling Stockholders (and, if they act as agent for the purchaser of such
shares, from such purchaser). Such discounts, concessions or commissions as to a
particular broker, dealer, agent or underwriter might be in excess of those
customary in the type of transaction involved. This Prospectus also may be used,
with the Company's consent, by donees of the Selling Stockholders, or by other
persons acquiring Shares and who wish to offer and sell such Shares under
circumstances requiring or making desirable its use. To the extent required, the
Company will file, during any period in which offers or sales are being made,
one or more supplements to this Prospectus to set forth the names of donees of
Selling Stockholders and any other material information with respect to the plan
of distribution not previously disclosed.
The Selling Stockholders and any such underwriters, brokers, dealers or
agents that participate in such distribution may be deemed to be "underwriters"
within the meaning of the Securities Act, and any discounts, commissions or
concessions received by any such underwriters, brokers, dealers or agents might
be deemed to be underwriting discounts and commissions under the Securities Act.
Neither the Company nor the Selling Stockholders can presently estimate the
amount of such compensation. The Company knows of no existing arrangements
between any Selling Stockholder and any other Selling Stockholder, underwriter,
broker, dealer or other agent relating to the sale or distribution of the
Shares.
Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of any of the Shares may not simultaneously engage in
market activities with respect to the Common Stock for a period of nine business
days prior to the commencement of such distribution. In addition and without
limiting the foregoing, the Selling Stockholders will be subject to applicable
provisions of the Exchange Act and the rules and regulations thereunder,
including without limitation Rules 10b-5, 10b-6 and 10b-7, which provisions may
limit the timing of purchases and sales of any of the Shares by the Selling
Stockholders. All of the foregoing may affect the marketability of the Common
Stock.
The Company will pay substantially all of the expenses incident to this
Offering of the Shares by the Selling Stockholders to the public other than
commissions and discounts of underwriters, brokers, dealers or agents. Each
Selling Stockholder may indemnify any broker, dealer, agent or underwriter that
participates in transactions involving sales of the Shares against certain
liabilities, including liabilities arising under the Securities Act. The
Company has agreed to indemnify the Selling Stockholders and any such
underwriters and controlling persons of such underwriters against certain
liabilities, including certain liabilities under the Securities Act.
If Shares are sold in an underwritten offering, the Shares may be acquired
by the underwriters for their own account and may be further resold from time
to time in one or more transactions, including negotiated transactions, at
market prices prevailing at the time of sale, at prices related to such
prevailing market prices, at negotiated prices, or at fixed prices. The names of
the underwriters with respect to any such offering and the terms of the
transactions, including any underwriting discounts, concessions or commissions
and other items constituting compensation of the underwriters and
broker-dealers, if any, will be set forth in a supplement to this Prospectus
relating to such offering. Any public offering price and any discounts,
concessions or commissions allowed or reallowed or paid to broker-dealers may
be changed from time to time. Unless otherwise set forth in a supplement to
this Prospectus, the obligations of the underwriters to purchase the Shares
will be subject to certain conditions precedent and the underwriters will be
obligated to purchase all of the shares specified in such supplement if any
such Shares are purchased.
If the Shares are sold in an underwritten offering, the underwriters and
selling group members (if any) may engage in passive market making
transactions in the Common Stock on Nasdaq immediately prior to the
commencement of the sale of shares in such offering, in accordance with Rule
10b-6A under the Exchange Act. Passive market making presently consists of
displaying bids on Nasdaq limited by the bid prices of market makers not
connected with such offering and purchases limited by such prices and effected
in response to order flow. Net purchases by a passive market maker on each day
are limited in amount to 30% of the passive market maker's average daily
trading volume in the Common Stock during the period of the two full
consecutive calendar months prior to the filing with the Commission of the
Registration Statement of which this Prospectus is a part and must be
discontinued when such limit is reached. Passive market making may stabilize
the market price of the Common Stock at a level above that which might
otherwise prevail and, if commenced, may be discontinued at any time.
In order to comply with certain states' securities laws, if applicable, the
Shares will be sold in such jurisdictions only through registered or licensed
brokers or dealers. In addition, in certain states the Common Stock may not be
sold unless the Common Stock has been registered or qualified for sale in such
state or an exemption from registration or qualification is available and is
complied with.
DESCRIPTION OF CAPITAL STOCK
The Second Amended and Restated Certificate of Incorporation of the Company
(the "Certificate of Incorporation") authorizes capital stock consisting of
500,000,000 shares of Common Stock, par value $.01 per share, and 5,000,000
shares of preferred stock ("Preferred Stock"). There were 299,412,227 shares of
Common Stock, and no shares of Preferred Stock, issued and outstanding as of
January 24, 1997. The following summary description of the capital stock of the
Company is qualified in its entirety by reference to the Certificate of
Incorporation and Bylaws of the Company, copies of which have been filed as
exhibits to the Registration Statement of which this Prospectus is a part.
Common Stock. The holders of shares of Common Stock have equal pro rata
rights to dividends if, as and when declared by the Company's Board of
Directors; do not have any preemptive subscription or conversion rights; and
have one vote per share on all matters upon which the stockholders of the
Company may vote at all meetings of stockholders. There are no redemption or
sinking fund provisions applicable to the Common Stock. The holders of the
Common Stock of the Company do not have cumulative voting rights. As a result,
the holders of a majority of the shares voting for the election of directors can
elect all the members of the Board of Directors.
Preferred Stock. No shares of Preferred Stock are currently outstanding.
The Board of Directors is authorized to divide the Preferred Stock into series
and, with respect to each series, to determine the dividend rights, dividend
rate, conversion rights, voting rights, redemption rights and terms, liquidation
preferences, the number of shares constituting the series, the designation of
such series and such other rights, qualifications, limitations or restrictions
as the Board of Directors may determine. The Board of Directors could, without
shareholder approval, issue Preferred Stock with voting rights and other rights
that could adversely affect the voting power of holders of Common Stock and such
stock could be used to prevent a hostile takeover of the Company. The Company
has no present plans to issue any shares of Preferred Stock.
26
<PAGE> 28
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 shareholders 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 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 Harris Trust and Savings Bank.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Akerman, Senterfitt & Eidson, P.A. Certain attorneys employed by
Akerman, Senterfitt & Eidson, P.A. beneficially own an aggregate of
approximately 550,000 shares of Republic Common Stock as of the date hereof.
EXPERTS
The consolidated financial statements and schedule, supplemental
consolidated financial statements and schedule and consolidated financial
statements and schedule (restated) for the Company as of December 31, 1995 and
1994 and for each of the three years in the period ended December 31, 1995, the
consolidated financial statements of AutoNation as of December 31, 1995 and for
the period from inception (September 12, 1995) to December 31, 1995, the
consolidated financial statements of Addington and Continental as of December
31, 1995 and 1994 and for each of the three years in the period ended December
31, 1995, the combined financial statements of Hudson Management Corporation and
subsidiaries and Envirocycle, Inc. as of September 30, 1994 and 1993 and for
each of the three years in the period ended September 30, 1994, the combined
financial statements of the Schaubach Companies as of December 31, 1995 and for
the year then ended, the combined financial statements of the Denver Alarm
Companies as of December 31, 1995 and for the year then ended, the consolidated
financial statements of National Car Rental System, Inc. and Subsidiaries as of
May 31, 1996 and for the period from inception (April 4, 1995) to May 31, 1996
and 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 Acquired Solid Waste Companies as of and for
the year ended December 31, 1995 incorporated by reference in this Registration
Statement have been audited by Munson, Cronick & Associates, independent
certified public accountants, to the extent and for the periods as indicated in
their report with respect thereto. The combined financial statements of Alamo
Rent-A-Car, Inc. and Affiliates ("Alamo") as of December 31, 1995 and 1994, and
for each of the three years in the period ended December 31, 1995, the
consolidated financial statements of Guy Salmon USA, Ltd. and Subsidiaries as of
December 31, 1995 and 1994, and for each of the three years in the period ended
December 31, 1995, and the financial statements of DKBERT Assoc. as of December
31, 1995 and 1994, and for each of the three years in the period ended December
31, 1995, have been included (incorporated by reference) herein, in reliance
upon the reports of KPMG Peat Marwick 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
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 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
report thereto. As indicated in their report thereto, the financial statements
and schedule referred to above have been incorporated by reference herein in
reliance upon authority of said firms as experts in accounting and auditing in
giving said reports.
The combined financial statements of Grubb 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 report thereon included therein and incorporated herein
by reference. Such combined 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, 1995; (ii) all other reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31, 1995, specifically
including the Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1996, June 30, 1996 and September 30, 1996, the Company's Current
Reports on Form 8-K dated February 14, 1996, February 27, 1996 (as amended on
Form 8-K/A dated February 27, 1996), March 29, 1996, May 8, 1996, May 9, 1996
(as amended on Form 8-K/A dated May 9, 1996), May 15, 1996, May 20, 1996, May
31, 1996, June 12, 1996, June 25, 1996, June 27, 1996, July 1, 1996 (as amended
on Form 8-K/A dated July 1, 1996), July 15, 1996, September 30, 1996, November
7, 1996, November 8, 1996, November 25, 1996 (as amended on Form 8-K/A dated
November 25, 1996), December 19, 1996, December 23, 1996, December 24, 1996,
December 30, 1996, January 3, 1997, January 5, 1997, January 14, 1997, January
16, 1997, January 20, 1997, January 27, 1997, and January 30, 1997; (iii) the
Company's Proxy Statement dated April 19, 1996 relating to the 1996 Annual
Meeting of Stockholders held May 10, 1996, and the Company's Proxy Statement
dated December 13, 1996 related to the Special Meeting of Stockholders held
January 16, 1997; and (iv) the Company's Current Report on Form 8-K/A dated
September 26, 1995.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the Offering shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document or information incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document that also is, or is
deemed to be, incorporated herein by reference, modifies or supersedes such
27
<PAGE> 29
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 RICHARD L. HANDLEY, SECRETARY, REPUBLIC INDUSTRIES, INC., 450 EAST
LAS OLAS BOULEVARD, SUITE 1200, FT. LAUDERDALE, FLORIDA 33301, TELEPHONE: (954)
713-5200.
28
<PAGE> 30
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses payable by the
Registrant in connection with the filing of this Registration Statement. All of
such expenses, other than the filing fee for the Commission, are estimates.
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee . . . . . . . . . . . . . . . . . . . . $ 751,800.17
Printing and Engraving Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,000.00
Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 25,000.00
Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,000.00
Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,000.00
------------
Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 797,800.17
============
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation of the Company entitles the Board of
Directors to provide for indemnification of directors and officers to the
fullest extent provided by law, except for liability (i) for any breach of
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) for unlawful payments of dividends, or for
unlawful stock purchases or redemptions, or (iv) for any transaction from which
the director derived an improper personal benefit.
Article VII of the Bylaws of the Company 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.
II-1
<PAGE> 31
The Bylaws provide that any decision as to indemnification shall be
made: (a) by the Board of Directors by a majority vote of a quorum consisting
of directors who were not parties to such action, suit or proceeding; or (b) if
such a quorum is not obtainable, or even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion; or (c) by the stockholders. The Board of Directors may authorize
indemnification of expenses incurred by an officer or director in defending a
civil or criminal action, suit or proceeding in advance of the final
disposition of such action, suit or proceeding. Indemnification pursuant to
these provisions is not exclusive of any other rights to which those seeking
indemnification may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise and shall continue as to a
person who has ceased to be a director or officer. The Company may purchase and
maintain insurance on behalf of any person who is or was a director or officer.
Further, the Bylaws provide that the indemnity provided will be
extended to the directors, officers, employees and agents of any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and
employees or agents so that any person who is or was a director, officer,
employee or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under the provisions of the Bylaws
with respect to the resulting or surviving corporation as he/she would have
with respect to such constituent corporation if its separate existence had
continued.
Under an insurance policy maintained by the Company, the directors and
officers of the Company are insured, within the limits and subject to the
limitations of the policy, against certain expenses in connection with the
defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits
or proceedings, which may be brought against them by reason of being or having
been such directors or officers.
ITEM 16. EXHIBITS
The following exhibits are filed as part of this Registration Statement:
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
5.1* Opinion of Akerman, Senterfitt & Eidson, P.A. as to the validity
of the Shares.
23.1 Consent of Akerman, Senterfitt & Eidson, P.A. (included in
Exhibit 5.1 above).
23.2* Consent of Arthur Andersen LLP
23.3* Consent of KPMG Peat Marwick LLP
23.4* Consent of Munson, Cronick & Associates
23.5* Consent of George B. Jones & Co., P.C.
23.6* Consent of Deloitte & Touche LLP
23.7* Consent of Dixon, Odom & Co., LLP
23.8* Consent of Ernst & Young LLP
- ------------------------------
* FILED HEREWITH
II-2
<PAGE> 32
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this
Registration Statement:
i) To include any prospectus required by
Section 10(a)(3) of the Securities Act;
ii) To reflect in the prospectus any
facts or events arising after the effective
date of this Registration Statement (or the
most recent post-effective amendment thereof)
which, individually or in the aggregate,
represent a fundamental change in the
information set forth in this Registration
Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities
offered (if the total dollar value of
securities offered would not exceed that
which was registered) and any deviation from
the low or high end of the estimated maximum
offering range may be reflected in the form
of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate,
the changes in volume and price represent no
more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in
this Registration Statement;
iii) To include any material information
with respect to the plan of distribution not
previously disclosed in this Registration
Statement or any material change to such
information in this Registration Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do
not apply if the information required to be included in a post-effective
amendment by these paragraphs is contained in periodic reports filed with or
furnished by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability
under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered herein,
and the offering of such securities at that time shall
be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a
post-effective amendment any of the securities being
registered which remain unsold at the termination of
the Offering.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities
Act, each filing of the Registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement shall
be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities
at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the
foregoing
II-3
<PAGE> 33
provisions, or otherwise, the Registrant has been advised that
in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in
the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE> 34
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
registration statement or amendment thereto to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State
of Florida, on February 4, 1997.
REPUBLIC INDUSTRIES, INC.
By: /s/ H. Wayne Huizenga
-----------------------------
H. Wayne Huizenga
Chairman of the Board and
Co-Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement or amendment thereto has been signed by the
following persons in the capacities indicated on February 4, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ H. Wayne Huizenga Chairman of the Board and
------------------------------------- Co-Chief Executive Officer
H. Wayne Huizenga (Principal Executive Officer)
/s/ Steven R. Berrard Co-Chief Executive
- -------------------------------------- Officer, President
Steven R. Berrard and Director
/s/ Michael S. Karsner Chief Financial Officer
- -------------------------------------- and Senior Vice
Michael S. Karsner President (Principal
Financial Officer)
/s/ Harris W. Hudson
------------------------------------- Vice Chairman and Director
Harris W. Hudson
/s/ Michael R. Carpenter
------------------------------------- Vice President and Controller
Michael R. Carpenter (Principal Accounting Officer)
/s/ Michael G. DeGroote Vice Chairman of the Board
-------------------------------------
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
</TABLE>
II-5
<PAGE> 35
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
<S> <C>
5.1* Opinion of Akerman, Senterfitt & Eidson, P.A. as to the
validity of the Shares.
23.1 Consent of Akerman, Senterfitt & Eidson, P.A. (included in
Exhibit 5.1 above).
23.2* Consent of Arthur Andersen LLP
23.3* Consent of KPMG Peat Marwick LLP
23.4* Consent of Munson, Cronick & Associates
23.5* Consent of George B. Jones & Co., P.C.
23.6* Consent of Deloitte & Touche LLP
23.7* Consent of Dixon, Odom & Co., LLP
23.8* Consent of Ernst & Young LLP
</TABLE>
- ------------------
* FILED HEREWITH
<PAGE> 1
EXHIBIT 5.1
AKERMAN, SENTERFITT & EIDSON, P.A.
ATTORNEYS AT LAW
One S.E. Third Avenue
28th Floor
Miami, Florida 33131-2948
(305) 374-5600
Telecopy (305) 374-5095
February 4, 1997
Republic Industries, Inc.
450 East Las Olas Blvd., Suite 1200
Fort Lauderdale, Florida 33301
RE: REGISTRATION STATEMENT ON FORM S-3
Gentlemen:
We have acted as counsel to Republic Industries, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission of Pre-Effective
Amendment No. 1 to Registration Statement on Form S-3 (the "Registration
Statement") under the Securities Act of 1933, as amended. The Registration
Statement relates to an aggregate of 65,333,895 shares of the Company's common
stock, par value $0.01 per share, all of which are issued and outstanding (the
"Shares").
We have examined such corporate records, documents, instruments and
certificates of the Company and have received such representations from the
officers and directors of the Company and have reviewed such questions of law
as we have deemed necessary, relevant or appropriate to enable us to render the
opinion expressed herein. In such examination, we have assumed the genuineness
of all signatures and authenticity of all documents, instruments, records and
certificates submitted to us as originals.
Based upon such examination and review and upon the representations
made to us by the officers and directors of the Company, we are of the opinion
that the Shares have been duly and validly authorized and are validly
issued, fully paid and nonassessable.
The opinions expressed herein are limited to the corporate laws of the
State of Delaware and we express no opinion as to the effect on the matters
covered by any other jurisdiction.
This firm consents to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to the firm under the caption
"Legal Matters" in the prospectus which is part of the Registration
Statement.
Very truly yours,
AKERMAN, SENTERFITT & EIDSON, P.A.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
June 1, 1995 (except with respect to the matter discussed in Note 10, as to
which the date is August 3, 1995) on the combined financial statements of Hudson
Management Corporation and subsidiaries and Envirocycle, Inc. included in
Republic Industries, Inc.'s Form 8-K/A dated September 26, 1995. We also
consent to the incorporation by reference in this registration statement of our
report dated March 26, 1996 included in Republic Industries, Inc.'s Form 10-K
for the year ended December 31, 1995; and our report dated February 9, 1996
(except with respect to the matter discussed in Note 11, as to which the date is
February 29, 1996) on the combined financial statements of the Schaubach
Companies, and our report dated March 5, 1996 on the combined financial
statements of the Denver Alarm Companies, and our report dated March 15, 1996 on
the supplemental consolidated financial statements of Republic Industries, Inc.
and subsidiaries, all included in Republic Industries, Inc.'s Form 8-K/A dated
February 27, 1996; and our report dated May 15, 1996 on the consolidated
financial statements (restated) of Republic Industries, Inc. and subsidiaries
included in Republic Industries, Inc.'s Form 8-K dated May 15, 1996; and our
report dated September 30, 1996 on the supplemental consolidated financial
statements of Republic Industries, Inc. and subsidiaries and our report dated
June 12, 1996 on the consolidated financial statements of CarChoice, Inc. and
subsidiary, both included in the Republic Industries, Inc. Form 8-K dated
September 30, 1996, and our report dated January 26, 1996 (except with respect
to the matters discussed in Note 10, as to which the date is August 19, 1996) on
the consolidated financial statements of AutoNation Incorporated and
subsidiaries, and our report dated February 20, 1996 (except with respect to the
matter discussed in Note 1, as to which the date is December 11, 1996) on the
consolidated financial statements of Continental Waste Industries, Inc. and
subsidiaries, and our report dated February 29, 1996 on the consolidated
financial statements of Addington Resources, Inc. and subsidiaries, all included
in Republic Industries, Inc.'s Form 8-K dated September 30, 1996 and Form 8-K/A
dated November 25, 1996; and our report dated December 5, 1996 on the
consolidated financial statements (restated) and the supplemental consolidated
financial statements of Republic Industries, Inc. and subsidiaries included in
Republic Industries, Inc.'s Form 8-K/A dated November 25, 1996; and our report
dated July 19, 1996, except with respect to Note 17, which is as of January 5,
1997, on the consolidated financial statements of National Car Rental System,
Inc. and Subsidiaries, and our report dated January 28, 1997 on the consolidated
financial statements (restated) and the supplemental consolidated financial
statements of Republic Industries, Inc. and subsidiaries, both 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.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida
February 3, 1997
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Alamo Rent-A-Car, Inc. and Affiliates:
We consent to the incorporation by reference in this registration statement on
Form S-3 of Republic Industries, Inc. of our report dated March 8, 1996 (except
as to the second paragraph of Note 13, which is as of April 19, 1996 and the
second paragraph of Note 18, which is as of November 26, 1996) with respect to
the combined balance sheets of Alamo Rent-A-Car, Inc. and Affiliates as of
December 31, 1995 and 1994, and the related combined statements of operations,
equity, and cash flows for each of the years in the three-year period ended
December 31, 1995, our report dated March 8, 1996 (except as to the second
paragraph of Note 10, which is as of April 19, 1996 and the second paragraph of
Note 13, which is as of November 26, 1996) with respect to the consolidated
balance sheets of Guy Salmon USA, Ltd. and Subsidiaries as of December 31, 1995
and 1994, and the related consolidated statements of operations, partners'
capital (deficiency), and cash flows for each of the years in the three-year
period ended December 31, 1995, and our report dated March 8, 1996 (except as to
the third paragraph of Note 12, which is as of November 26, 1996) with respect
to the balance sheets of DKBERT Assoc. as of December 31, 1995 and 1994, and the
related statements of income, partners' capital, and cash flows for each of the
years in the three-year period ended December 31, 1995, which reports appear in
the Form 8-K of Republic Industries, Inc. dated November 25, 1996, and to the
reference to our firm under the heading "Experts" in this Registration
Statement on Form S-3.
KPMG Peat Marwick LLP
Fort Lauderdale, Florida
February 3, 1997
<PAGE> 1
EXHIBIT 23.4
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 18, 1996 included in Republic Industries, Inc.'s Form 8-K dated September
30, 1996 and Form 8-K/A dated November 25, 1996, and to all references to our
Firm included in this registration statement.
/s/ Munson, Cronick & Associates
MUNSON, CRONICK & ASSOCIATES
Fullerton, California
February 3, 1997
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EXHIBIT 23.5
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As Independent certified public accountants,we hereby consent to the
incorporation by reference in the registration statement of our report dated
December 20, 1996 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.
George B. Jones & Co., P.C.
Tampa, Florida
February 3, 1997
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EXHIBIT 23.6
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Pre-Effective Amendment
No. 1 to Registration Statement (No. 333-20667) of Republic Industries, Inc.
on Form S-3 of our report dated February 2, 1996 relating to the consolidated
financial statements of National Car Rental System, Inc. and subsidiaries as
of May 31, 1995 and December 31, 1994 and for the five months ended
May 31, 1995 and for the years ended December 31, 1994 and 1993 appearing in
the Current Report on Form 8-K of Republic Industries, Inc. dated
January 27, 1997, and to the reference to us under the heading "Experts" in
the Prospectus, which is part of this Registration Statement.
Deloitte & Touche LLP
Minneapolis, Minnesota
February 3, 1997
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EXHIBIT 23.7
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 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
February 3, 1997
<PAGE> 1
EXHIBIT 23.8
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement on Form S-3 (Amendment No. 1) (333-20667) and related
Prospectus of Republic Industries, Inc. and to the incorporation by reference
therein of our report dated October 31, 1996, 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. as of and for the year ended December 31, 1995 included in
Republic Industries, Inc.'s Current Report on Form 8-K dated January 27, 1997,
filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
Phoenix, Arizona
February 3, 1997
