UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.________________)*
Republic Industries, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
760516104
(CUSIP Number)
Kathryn L. Taylor Paul Daugerdas
Crowe & Dunlevy Altheimer & Gray
321 South Boston Avenue-Suite 500 10 South Wacker Drive
Tulsa, OK Chicago, IL 60606
(918) 592-9800 (312) 715-4000
______________________________________________________________________________
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
February 24, 1997
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box /_/.
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 (the "Act") or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>
CUSIP No. 760516104 13D Page 2
1 NAME OF REPORTING PERSON
Santa Anna Holdings, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* /x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
12 TYPE OF REPORTING PERSON*
CO
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 3
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
William E. Lobeck, Jr.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 3,297,937
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 69,869
7 SOLE DISPOSITIVE POWER
2,973,244
8 SHARED DISPOSITIVE POWER
69,869
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,367,806
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* /x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 4
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Alvin E. Swanner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 6,491,943
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 69,869
7 SOLE DISPOSITIVE POWER
5,842,749
8 SHARED DISPOSITIVE POWER
69,869
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,561,812
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* /x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.0%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 5
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kathryn L. Taylor
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 3,195,921
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
2,871,227
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,195,921
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* /x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.0%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 6
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles Schwab & Co., Inc. FBO: William E. Lobeck, Jr. Keogh Plan,
UTA Charles Schwab & Co., Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 479,292
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
430,598
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
479,292
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* /x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 7
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles Schwab & Co., Inc. FBO: William E. Lobeck, Jr. IRA
Contributory, Contributory, UTA Charles Schwab & Co., Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 479,292
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
430,598
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
479,292
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* /x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
12 TYPE OF REPORTING PERSON*
00
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 8
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elizabeth Peake Graham Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 479,292
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
430,598
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
479,292
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* /x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
12 TYPE OF REPORTING PERSON*
00
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 9
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Margaret Nicholson Lobeck Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 479,292
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
430,598
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
479,292
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* /x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.2%
12 TYPE OF REPORTING PERSON*
00
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 10
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Elizabeth Catherine Frame Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 84,355
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
75,785
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
84,355
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* /x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON*
00
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 11
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sleepy Lagoon Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 6,389,926
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
5,740,732
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,389,926
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* /x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.0%
12 TYPE OF REPORTING PERSON*
PN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 12
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Brion Properties
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 4,792,923
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
4,305,979
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,792,923
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* /x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.5%
12 TYPE OF REPORTING PERSON*
00
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 13
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Swanner 1995 Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Louisiana
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 4,792,923
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
4,305,979
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,792,923
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* /x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
1.5%
12 TYPE OF REPORTING PERSON*
00
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 14
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Archer McWhorter
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 6,491,943
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 69,869
7 SOLE DISPOSITIVE POWER
5,842,749
8 SHARED DISPOSITIVE POWER
69,869
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,561,812
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* /x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
2.0%
12 TYPE OF REPORTING PERSON*
IN
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 15
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
7700 Properties, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Oklahoma
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 69,869
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
69,869
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
69,869
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* /x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.0%
12 TYPE OF REPORTING PERSON*
00
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 16
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Emerald Investors, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 2,164,194
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 0
7 SOLE DISPOSITIVE POWER
1,947,775
8 SHARED DISPOSITIVE POWER
0
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,164,194
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* /x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7%
12 TYPE OF REPORTING PERSON*
00
* SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
CUSIP No. 760516104 13D Page 17
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Rodney G. Smith
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 2,164,1941<F1>
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,947,775<F1>
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,164,194
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* /x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7%
12 TYPE OF REPORTING PERSON*
IN
- ------------
[FN]
<F1> Solely in his capacity as an administrative officer of Emerald
Investors, L.L.C. (see Item 5).
<PAGE>
CUSIP No. 760516104 13D Page 18
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
James Gustman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 2,164,194<F1>
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,947,775<F1>
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,164,194
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* /x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7%
12 TYPE OF REPORTING PERSON*
IN
- ------------
[FN]
<F1> Solely in his capacity as an administrative officer of Emerald
Investors, L.L.C. (see Item 5).
<PAGE>
CUSIP No. 760516104 13D Page 19
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles Aton
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) /_/
(b) /x/
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF SHARES 5 SOLE VOTING POWER
BENEFICIALLY 0
OWNED BY EACH
REPORTING PERSON 6 SHARED VOTING POWER
WITH 2,164,194<F1>
7 SOLE DISPOSITIVE POWER
0
8 SHARED DISPOSITIVE POWER
1,947,775<F1>
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,164,194
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES* /x/
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0.7%
12 TYPE OF REPORTING PERSON*
IN
- ------------
[FN]
<F1> Solely in his capacity as an administrative officer of Emerald
Investors, L.L.C. (see item 5)
<PAGE>
SCHEDULE 13D
Item 1. Security and Issuer.
This statement relates to shares of Common Stock, par value $.01
per share (the "Common Stock"), of Republic Industries, Inc., a Delaware
corporation (the "Issuer"). The principal executive offices of the Issuer
are located at 450 East Las Olas Boulevard, Suite 1200, Fort Lauderdale,
Florida 33301.
Item 2. Identity and Background.
This statement is being filed jointly by Santa Anna Holdings, Inc.,
a Delaware corporation ("Santa Anna"); William E. Lobeck, Jr.; Alvin E.
Swanner; Kathryn L. Taylor; Charles Schwab & Co., Inc. FBO: William E.
Lobeck, Jr. Keogh Plan, UTA Charles Schwab & Co., Inc. (the "Lobeck Keogh
Plan"); Charles Schwab & Co., Inc. FBO: William E. Lobeck, Jr. IRA
Contributory, UTA Charles Schwab & Co., Inc. (the "Lobeck IRA"); the
Elizabeth Peake Graham Trust, a trust organized under the laws of the State
of Oklahoma (the "Graham Trust"); the Margaret Nicholson Lobeck Trust, a
trust organized under the laws of the State of Oklahoma (the "Nicholson
Trust"); the Elizabeth Catherine Frame Trust, a trust organized under the
laws of the State of Oklahoma (the "Frame Trust"); Sleepy Lagoon Ltd., a
Texas limited partnership ("Lagoon"); Brion Properties, a limited partnership
organized under the laws of the State of Louisiana ("Brion") (all the
foregoing persons and entities other than Santa Anna, collectively, the
"Santa Anna Stockholders"); the Swanner 1995 Trust, a trust organized under
the laws of the State of Louisiana, Archer McWhorter; 7700 Properties, L.L.C.,
an Oklahoma limited liability company ("7700 Properties"); Emerald Investors,
L.L.C., a Delaware limited liability company ("Emerald"); Rodney G. Smith;
Charles Aton; and James Gustman (all of the above collectively, the "Reporting
Persons"). The Reporting Persons are making this single, joint filing because
they may be deemed to constitute a "group" within the meaning of Section 13(d)3
of the Act, although neither the fact of this filing nor anything contained
herein shall be deemed to be an admission by any of the Reporting Persons that
such a "group" exists and the Reporting Persons hereby disclaim that any such
"group" exists.
Santa Anna's principal place of business and principal office is
located at 1132 South Lewis, Tulsa, Oklahoma, 74104-3906 and, prior to its
dissolution, it was principally engaged in holding equity interests in
National.
William E. Lobeck, Jr.'s business address is National Car Rental
System, Inc., 7700 France Avenue South, Minneapolis, MN 55435 and his
principal occupation is President and Chief Executive Officer of
National Car Rental System, Inc. ("National"). Mr. Lobeck is also the
beneficiary of the Lobeck Keogh Plan and the Lobeck IRA, trustee of the
Graham Trust and the Nicholson Trust and the CEO-Manager of 7700 Properties
and was the President and a Director of Santa Anna.
Alvin E. Swanner's business address is 3600 Chateau Boulevard ,
Kenner, LA 70065 and his principal occupation is President of Swanner and
Associates, Inc., President of Chateau, Inc. and Chateau Development
Company, Inc., and President of 135 St. Charles, Inc. Mr. Swanner is also
the Trustee of the Swanner 1995 Trust (which is the general partner of
Brion) and a member of 7700 Properties and was a Director of Santa Anna.
<PAGE>
Kathryn L. Taylor's business address is Crowe & Dunlevy, 321 South
Boston, Tulsa, OK 74103-3313 and her principal occupation is as an attorney.
Ms. Taylor is also trustee of the Frame Trust and was a Director and the
Secretary and Treasurer of Santa Anna.
Lagoon's principal place of business and principal office is
located at 1600 Smith Street, Houston, Texas 77002 and it is principally
engaged in investing. Lagoon's general partners are Mr. McWhorter and his
wife, Lucile McWhorter.
Archer McWhorter's business address is 1600 Smith Street, Houston,
Texas, 77002 and his principal occupation is as a consultant to National.
Mr. McWhorter is also a general partner of Lagoon and a member of 7700
Properties and was a Director and Vice President of Santa Anna.
7700 Properties' principal place of business and principal office
is located at 1132 South Lewis, Tulsa, Oklahoma, 74104-3906 and is
principally engaged in holding the Common Stock it received in the
Goose Creek Sale described below.
Emerald's principal place of business and principal office is
located at 7111 West Washington, Indianapolis, IN 46241, and it is
principally engaged in holding shares of Common Stock. Emerald's
administrative officers are Rodney G. Smith, Charles Aton and James Gustman.
Rodney G. Smith's business address is 7111 West Washington,
Indianapolis, IN 46241 and his principal occupation is CEO of a National
Car Rental System licensee. Mr. Smith is also an administrative officer
of Emerald.
Charles Aton's business address is 1402 South 22nd Street, Phoenix,
AZ 84034 and his principal occupation is CEO of a National
licensee. Mr. Aton is also an administrative officer of Emerald.
James Gustman's business address is 222 Lowe Street, Kaukauna, WI
54130 and his principal occupation is CEO of a National
licensee. Mr. Gustman is also an administrative officer of Emerald.
All of the natural persons named in this Item 2 are United States
citizens. During the last five years, neither the Reporting Persons nor, to
the best knowledge of the Reporting Persons, any of the other persons named
in this Item 2: (i) has been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors); or (ii) was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and
as a result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any
violation with respect to such laws.
Information with respect to each of the Reporting Persons or the
other persons named in this Item 2 in connection with such Reporting Person
is given solely by such Reporting Person and no Reporting Person has
responsibility for the accuracy or completeness of information supplied by
another Reporting Person.
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
The shares of Common Stock acquired by Santa Anna and Emerald were
so acquired on February 24, 1997 from the Issuer in exchange (the "Share
Exchange") for all of the shares of common stock and preferred stock of
National pursuant to the Share Exchange Agreement among the Issuer, National,
Santa Anna and Emerald dated as of January 5, 1997 (the "Share Exchange
Agreement"). The shares of Common Stock acquired by 7700 Properties were
acquired on February 24, 1997 from the Issuer in consideration for the
related sale to the Issuer by 7700 Properties of property located in Goose
Creek, South Carolina (the "Goose Creek Sale"). The shares of Common Stock
acquired by the Santa Anna Stockholders were so acquired by them in their
capacities as stockholders of Santa Anna through distribution, and, in the
case of Messrs. Lobeck, Swanner and McWhorter, also in their capacity as
creditors of Santa Anna in satisfaction of debts owed to them by Santa Anna,
in each case on February 24, 1997 in connection with the liquidation and
dissolution of Santa Anna following the consummation of the Share Exchange
(such transactions, the "Santa Anna Satisfaction and Distribution").
Item 4. Purpose of Transaction.
The shares of Common Stock acquired by the Reporting Persons were
acquired solely for the purpose of investment.
Item 5. Interest in Securities of the Issuer.
A total of 21,711,807 shares of Common Stock, constituting 6.7% of
the total number of outstanding shares of Common Stock (based on information
provided to the Reporting Persons by the Issuer as of the close of business
February 24, 1997), were acquired by the Reporting Persons in the Share
Exchange and the related Goose Creek Sale. For the specific percentages of
the total number of shares of Common Stock constituted by the amounts
reported as beneficially owned by the Reporting Persons herein, see Item 11
on each cover page.
Following the Share Exchange, Santa Anna beneficially owned
19,477,744 shares of Common Stock, including 17,529,969 shares of which it
held sole voting and disposition power and an additional 1,947,775 shares
placed in escrow pursuant to the Share Exchange Agreement of which it held
sole voting power. Following the Santa Anna Satisfaction and Dissolution,
Santa Anna no longer beneficially owned any shares of Common Stock.
Following the Santa Anna Satisfaction and Dissolution, William E.
Lobeck, Jr. beneficially owned 1,380,769 shares of Common Stock, including
1,250,852 shares of which he held sole voting and disposition power and an
additional 129,917 shares placed in escrow pursuant to the Share Exchange
Agreement of which he held sole voting power. In addition, by virtue of his
relationships with the Lobeck Keogh Plan, the Lobeck IRA, the Graham Trust,
the Nicholson Trust and 7700 Properties described in Item 2 above, Mr. Lobeck
may be deemed to have shared voting and dispositive power over the 69,869
shares beneficially owned by 7700 Properties and to be the beneficial owner
of the 1,917,168 aggregate shares beneficially owned by such other entities.
Mr. Lobeck is married to Kathryn L. Taylor and, as a result may be deemed the
beneficial owner of the 3,111,566 shares held by Ms. Taylor; however, Mr.
Lobeck hereby disclaims such beneficial ownership.
<PAGE>
Following the Santa Anna Satisfaction and Dissolution, Alvin E.
Swanner beneficially owned 1,699,020 shares of Common Stock, including
1,536,770 shares of which he held sole voting and disposition power and an
additional 162,250 shares placed in escrow pursuant to the Share Exchange
Agreement of which he held sole voting power. In addition, by virtue of his
relationships with Brion and 7700 Properties described in Item 2 above, Mr.
Swanner may be deemed to be the beneficial owner of the 4,792,923 shares
beneficially owned by Brion and to have shared voting and dispositive power
over the 69,869 shares beneficially owned by 7700 Properties.
Following the Santa Anna Satisfaction and Dissolution, Kathryn L.
Taylor beneficially owned 3,111,566 shares of Common Stock, including
2,795,442 shares of which she held sole voting and disposition power and an
additional 316,124 shares placed in escrow pursuant to the Share Exchange
Agreement of which she held sole voting power. In addition, by virtue of her
relationship with the Frame Trust described in Item 2 above, Ms. Taylor may
be deemed to be the beneficial owner of the 84,355 shares beneficially owned
by such entity. Ms. Taylor is married to Mr. Lobeck and, as a result, may be
deemed to be the beneficial owner of the 1,380,769 shares held by Mr. Lobeck;
however, Ms. Taylor hereby affirmatively disclaims such beneficial ownership.
Following the Santa Anna Satisfaction and Dissolution, the Lobeck
Keogh Plan beneficially owned 479,292 shares of Common Stock, including
430,598 shares of which it held sole voting and disposition power and an
additional 48,694 shares placed in escrow pursuant to the Share Exchange
Agreement of which it held sole voting power.
Following the Santa Anna Satisfaction and Dissolution, the Lobeck
IRA Plan beneficially owned 479,292 shares of Common Stock, including 430,598
shares of which it held sole voting and disposition power and an additional
48,694 shares placed in escrow pursuant to the Share Exchange Agreement of
which it held sole voting power.
Following the Santa Anna Satisfaction and Dissolution, the Graham
Trust beneficially owned 479,292 shares of Common Stock, including 430,598
shares of which it held sole voting and disposition power and an additional
48,694 shares placed in escrow pursuant to the Share Exchange Agreement of
which it held sole voting power.
Following the Santa Anna Satisfaction and Dissolution, the
Nicholson Trust beneficially owned 479,292 shares of Common Stock, including
430,598 shares of which it held sole voting and disposition power and an
additional 48,694 shares placed in escrow pursuant to the Share Exchange
Agreement of which it held sole voting power.
Following the Santa Anna Satisfaction and Dissolution, the Frame
Trust beneficially owned 84,355 shares of Common Stock, including 75,785
shares of which it held sole voting and disposition power and an additional
8,570 shares placed in escrow pursuant to the Share Exchange Agreement of
which it held sole voting power.
Following the Santa Anna Satisfaction and Dissolution, Lagoon
beneficially owned 6,389,926 shares of Common Stock, including 5,740,732
shares of which it held sole voting and disposition power and an additional
649,194 shares placed in escrow pursuant to the Share Exchange Agreement of
which it held sole voting power.
<PAGE>
Following the Santa Anna Satisfaction and Dissolution, Brion
beneficially owned 4,792,923 shares of Common Stock, including 4,305,979
shares of which it held sole voting and disposition power and an additional
486,944 shares placed in escrow pursuant to the Share Exchange Agreement of
which it held sole voting power. As the general partner of Brion,
the Swanner 1995 Trust may be deemed to have beneficial ownership of the
4,792,923 shares owned by Brion.
Following the Santa Anna Satisfaction and Dissolution, Archer
McWhorter beneficially owned 102,017 shares of Common Stock of which he held
sole voting and disposition power. In addition, by virtue of his
relationships with Lagoon and 7700 Properties described in Item 2 above, Mr.
McWhorter may be deemed to be the beneficial owner of the 6,389,926 shares
beneficially owned by Lagoon and to have shared voting and dispositive power
over the 69,869 shares beneficially owned by 7700 Properties.
Following the Goose Creek Sale, 7700 Properties beneficially owned
69,869 shares of Common Stock of which it held sole voting and disposition
power.
Following the Share Exchange, Emerald beneficially owned 2,164,194
shares of Common Stock, including 1,947,775 shares of which it held sole
voting and disposition power and an additional 216,419 shares placed in
escrow pursuant to the Share Exchange Agreement of which it held sole voting
power. As administrative officers of Emerald, Rodney G. Smith, Charles Aton
and James Gustman may each be deemed to have shared voting and, to the extent
held by Emerald, dispositive power over the 2,164,194 shares of Common Stock
beneficially owned by Emerald.
By virtue of their various other inter-relationships and other
factors, some of the Reporting Persons may be deemed to be beneficial owners
of shares beneficially owned by some of the other Reporting Persons. Except
as expressly set forth above, the Reporting Persons hereby disclaim any such
beneficial ownership.
By virtue of their having acted together in negotiating and
executing the Share Exchange Agreement and the Goose Creek Sale, Santa Anna
(and the Santa Anna Stockholders), Emerald and 7700 Properties may be deemed
to be members of a group for the purposes of Sections 13(d) and 13(g) of the
Securities Exchange Act of 1934, as amended. In addition, certain of the
Reporting Persons may from time to time cooperate in arranging hedging and/or
sale transactions with third parties. The Reporting Persons hereby disclaim
that any such group exists.
To the best knowledge of each of the Reporting Persons, except as
disclosed in this Statement, none of the Reporting Persons and no other
person named in Item 2 has beneficial ownership of, or has engaged in any
transaction during the past 60 days in, any shares of the Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
Pursuant to a Letter Agreement dated January 5, 1997, Emerald has
agreed with Santa Anna (and the Santa Anna Stockholders) that it will not
dispose of more than 50% of its Common Stock within two years following the
date of the Share Exchange unless the Internal Revenue Service adopts
regulations terminating the continuity of interest requirements giving rise
to such obligation.
<PAGE>
Pursuant to the Share Exchange Agreement, the Reporting Persons
have agreed with the Issuer that they will not dispose of the shares of
Common Stock described herein or reduce their interest in or relating to such
shares until after the publication of financial results covering at least
thirty (30) days of combined operations of the Issuer and National after
February 24, 1997.
Pursuant to the Share Exchange Agreement, the Issuer has agreed
with the Reporting Persons with respect to the shares of Common Stock
described herein to use reasonable best efforts to cause a registration
statement to be filed or to amend an existing registration statement (the
"Registration Statement") for the purpose of registering the Shares of Common
Stock after the publication of financial results covering at least thirty
days of combined operations of the Issuer and National. The Issuer has also
agreed to use its reasonable best efforts to have the Registration Statement
declared effective as soon as practicable after filing and to do any and all
other acts which may be necessary to enable the Reporting Persons to
consummate the disposition of the shares of Common Stock. The Issuer has
agreed to keep the Registration Statement effective until the earlier of (i)
the Reporting Persons' sale or disposition pursuant to the Registration
Statement of the Reporting Persons' shares of Common Stock and (ii) February
24, 2000.
Pursuant to the Share Exchange Agreement and the Escrow Agreement,
dated February 24, 1997 (the "Escrow Agreement"), among the Issuer, Santa
Anna and Emerald as the former stockholders of National, Akerman, Senterfitt
& Eidson, P.A. as escrow agent, and William E. Lobeck, Jr. as the
representative of the former stockholders of National, 10% of the shares of
Common Stock received in the Share Exchange were placed in an escrow fund.
The escrow fund is subject to certain claims for indemnity, if any, which the
Issuer may make under the Share Exchange Agreement prior to February 24,
1998, following which any Common Stock remaining in the escrow fund and not
subject to pending indemnity claims will be distributed to Emerald and the
Santa Anna Stockholders (the "Escrow Beneficiaries"). The Escrow
Beneficiaries have all rights (including voting rights and the right to
receive cash dividends or distributions) with respect to the shares of Common
Stock held in escrow in accordance with their pro rata interests in the
escrow fund, except (a) the right of possession and (b) the right to receive
any shares of Common Stock issued or issuable as a result of any stock
dividend or stock split, which additional shares shall be added to the escrow
fund.
Item 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement and Power of Attorney, dated March 6,
1997, among the Reporting Persons.
2. Escrow Agreement, dated February 24, 1997.
3. Letter Agreement, dated January 5, 1997, between Emerald and
National.
4. Share Exchange Agreement, dated as of January 5, 1997
(incorporated by reference from the Annual Report on Form 8-K filed by
the Issuer with the Securities & Exchange Commission on February 25,
1997).
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief I
certify that the information set forth in this statement is true, complete
and correct.
Dated: March 6, 1997
SANTA ANNA HOLDINGS, INC.
By: /s/ William E. Lobeck, Jr.
-------------------------------------
Name: William E. Lobeck, Jr.
WILLIAM E. LOBECK, JR.
/s/ William E. Lobeck, Jr.
----------------------------------------
ALVIN E. SWANNER
/s/ Alvin E. Swanner
----------------------------------------
KATHRYN L. TAYLOR
/s/ Kathryn L. Taylor
----------------------------------------
CHARLES SCHWAB & CO., INC. FBO:
WILLIAM E. LOBECK, JR., KEOGH PLAN UTA
CHARLES SCHWAB & CO., INC.
By: /s/ William E. Lobeck, Jr.
-------------------------------------
William E. Lobeck, Jr.
<PAGE>
CHARLES SCHWAB & CO., INC. FBO:
WILLIAM E. LOBECK, JR. IRA CONTRIBUTORY
By: /s/ William E. Lobeck, Jr.
-------------------------------------
William E. Lobeck, Jr.
ELIZABETH PEAKE GRAHAM TRUST
By: /s/ William E. Lobeck, Jr.
-------------------------------------
William E. Lobeck, Jr., as Trustee
MARGARET NICHOLSON LOBECK TRUST
By: /s/ William E. Lobeck, Jr.
-------------------------------------
William E. Lobeck, Jr., as Trustee
KATHRYN L. TAYLOR
/s/ Kathryn L. Taylor
----------------------------------------
ELIZABETH CATHERINE FRAME TRUST
By: /s/ Kathryn L. Taylor
-------------------------------------
Kathryn L. Taylor, as Trustee
SLEEPY LAGOON LTD.
By: /s/ Archer McWhorter
-------------------------------------
Archer McWhorter, as General Partner
<PAGE>
BRION PROPERTIES
By: Swanner 1995 Trust, as General Partner
By: /s/ Alvin E. Swanner
-------------------------------------
Alvin E. Swanner, as Trustee
ALVIN E. SWANNER
/s/ Alvin E. Swanner
----------------------------------------
ARCHER McWHORTER
/s/ Archer McWhorter
----------------------------------------
7700 PROPERTIES, L.L.C.
By: /s/ William E. Lobeck
-------------------------------------
EMERALD INVESTORS, L.L.C.
By: /s/ Rodney G. Smith
-------------------------------------
Rodney G. Smith, as Administrative
Officer
RODNEY G. SMITH
/s/ Rodney G. Smith
----------------------------------------
CHARLES ATON
/s/ Charles Aton
----------------------------------------
<PAGE>
JAMES GUSTMAN
/s/ James Gustman
----------------------------------------
SWANNER 1995 TRUST
By: /s/ Alvin E. Swanner
-------------------------------------
Alvin Swanner, as Trustee
EXHIBIT 1
JOINT FILING AGREEMENT
We, the signatories of the statement on Schedule 13D to which this
Agreement is attached, hereby agree that such statement is, and any amendments
thereto filed by any of us will be, filed on behalf of each of us. Each of us
hereby constitutes and appoints each of William E. Lobeck, Jr., and Kathryn L.
Taylor as our true and lawful agent and attorney-in-fact, with full power of
substitution and resubstitution, to prepare, execute and file any such
amendments, and any other documents that any such agent and attorney-in-fact
may consider advisable on connection with the holdings described in this
statement on Schedule 13D, on our behalf, and hereby ratifies any such action
by such agent and attorney-in-fact.
Dated: March 6, 1997
SANTA ANNA HOLDINGS, INC.
By: /s/ William E. Lobeck, Jr.
-----------------------------
Name: William E. Lobeck, Jr.
WILLIAM E. LOBECK, JR.
/s/ William E. Lobeck, Jr.
---------------------------------
ALVIN E. SWANNER
/s/ Alvin E. Swanner
---------------------------------
KATHRYN L. TAYLOR
/s/ Kathryn L. Taylor
---------------------------------
<PAGE>
CHARLES SCHWAB & CO., INC. FBO:
WILLIAM E. LOBECK, JR., KEOGH PLAN UTA
CHARLES SCHWAB & CO., INC.
By: /s/ William E. Lobeck, Jr.
----------------------------------
William E. Lobeck, Jr.
CHARLES SCHWAB & CO., INC. FBO:
WILLIAM E. LOBECK, JR. IRA CONTRIBUTORY
By: /s/ William E. Lobeck, Jr.
-----------------------------------
William E. Lobeck, Jr.
ELIZABETH PEAKE GRAHAM TRUST
By: /s/ William E. Lobeck, Jr.
-----------------------------------
William E. Lobeck, Jr., as Trustee
MARGARET NICHOLSON LOBECK TRUST
By: /s/ William E. Lobeck, Jr.
-----------------------------------
William E. Lobeck, Jr., as Trustee
KATHRYN L. TAYLOR
/s/ Kathryn L. Taylor
---------------------------------------
ELIZABETH CATHERINE FRAME TRUST
By: /s/ Kathryn L. Taylor
-----------------------------------
Kathryn L. Taylor, as Trustee
SLEEPY LAGOON LTD.
By: /s/ Archer McWhorter
------------------------------------
Archer McWhorter, as General Partner
<PAGE>
BRION PROPERTIES
By: Swanner 1995 Trust, as General Partner
By: /s/ Alvin E. Swanner
--------------------------------------
Alvin E. Swanner, as Trustee
ALVIN E. SWANNER
/s/ Alvin E. Swanner
------------------------------------------
ARCHER McWHORTER
/s/ Archer McWhorter
------------------------------------------
7700 PROPERTIES, L.L.C.
By: /s/ William E. Lobeck, Jr.
--------------------------------------
EMERALD INVESTORS, L.L.C.
By: /s/ Rodney G. Smith
--------------------------------------
Rodney G. Smith, as Administrative
Officer
RODNEY G. SMITH
/s/ Rodney G. Smith
------------------------------------------
<PAGE>
CHARLES ATON
/s/ Charles Aton
------------------------------------------
JAMES GUSTMAN
/s/ James Gustman
------------------------------------------
SWANNER 1995 TRUST
By: /s/ Alvin E. Swanner
--------------------------------------
Alvin Swanner, as Trustee
Exhibit 2
ESCROW AGREEMENT
----------------
ESCROW AGREEMENT, dated February 24, 1997, among Republic
Industries, Inc., a Delaware corporation ("Republic"), and the stockholders
(the "Stockholders") of National Car Rental System, Inc., a Delaware
corporation (the "Company"), and Akerman, Senterfitt & Eidson, P.A. as escrow
agent (the "Escrow Agent"), and William E. Lobeck, Jr. as the representative
of the Stockholders (the "Stockholders' Representative").
W I T N E S S E T H:
- - - - - - - - - -
WHEREAS, the Stockholders are the record and beneficial owners of
(i) all the issued and outstanding shares of common stock (the "Company
Common Stock"), par value $.01 per share, of the Company and (ii) all of the
issued and outstanding shares of Series A Preferred Stock, par value $.01 per
share, of the Company (the "Company Preferred Stock" and, together with the
Company Common Stock, the "Company Shares");
WHEREAS, pursuant to a Share Exchange Agreement, dated as of
January 5, 1997, among Republic, the Company and the Stockholders (the
"Agreement"), the Stockholders are exchanging their Company Shares for shares
of common stock, par value $.01 per share, of Republic ("Republic Common
Stock");
WHEREAS, pursuant to Section 2.3 of the Agreement, Republic is to
deposit in escrow certificates representing 2,164,194 shares of Republic
Common Stock to be issued pursuant to the Agreement (such shares of Republic
Common Stock being hereinafter referred to as the "Escrowed Consideration")
for the purpose of securing to Republic the obligations of the Stockholders
under Article X of the Agreement;
WHEREAS, Republic and each of the Stockholders desire that the
Escrow Agent serve as escrow agent to hold the Escrowed Consideration and the
<PAGE>
Escrow Agent is willing to do so, all upon the terms and conditions
hereinafter set forth.
NOW, THEREFORE, for $10.00 and in consideration of the mutual
covenants herein contained, the parties hereto agree as follows:
I. ESCROWED CONSIDERATION.
----------------------
1.1 Each Stockholder hereby authorizes Republic to deliver
to the Escrow Agent on behalf of such Stockholder, simultaneously with the
execution and delivery of this Escrow Agreement, a stock certificate or
certificates registered in the name of such Stockholder representing its pro
rata interest in the Escrowed Consideration as set forth on Schedule I hereto
(as to each Stockholder, the "Pro Rata Interest"); and each Stockholder is
delivering to the Escrow Agent a stock transfer power or powers executed by
such Stockholder in blank, to be held for use in connection with the shares
of Republic Common Stock to be included in the Escrowed Consideration. By
execution of this Agreement and of Schedule I hereto, the Escrow Agent hereby
acknowledges receipt of such certificates and stock powers. Copies of the
certificates evidencing the Escrowed Consideration are attached hereto as
Exhibits "A" and "B."
1.2 Each Stockholder hereby authorizes delivery directly to
the Escrow Agent (and each agrees that it will deliver to the Escrow Agent if
it shall first receive the same) all shares of Republic Common Stock issued
or issuable to such Stockholder as a result of any stock dividend or stock
split, with respect to the Escrowed Consideration. Such additional shares
shall be registered in the name of such Stockholder, shall become part of the
Escrowed Consideration and shall be treated as Escrowed Consideration
hereunder with the same effect as if such shares had been delivered to the
Escrow Agent simultaneously with the execution and delivery of this Escrow
Agreement.
<PAGE>
1.3 While any Escrowed Consideration is held in escrow
hereunder, each Stockholder will have all rights (including voting rights and
the right to receive cash dividends or distributions) with respect thereto in
accordance with its Pro Rata Interest of the Escrowed Consideration, except
(a) the right of possession and (b) the right to receive any shares of
Republic Common Stock referred to in Section 1.2 hereof.
II. DELIVERY OF ESCROWED CONSIDERATION BY ESCROW AGENT.
--------------------------------------------------
The Escrow Agent shall hold the Escrowed Consideration in
escrow until authorized hereunder to deliver the same or any portion thereof,
as follows:
2.1 The Escrow Agent shall deliver to each Stockholder on
February 24, 1998 (the "Expiration Date") any Escrowed Consideration then
held by it which is registered in the name of such Stockholder unless and to
the extent there then remains unresolved any pending claim or any dispute
between Republic and the Stockholders' Representative regarding any claim
asserted pursuant to Section 2.2 hereof, including any claim with respect to
which the Company has asserted a claim against General Motors Corporation
pursuant to Section 10.7 of the Agreement, in which event any Escrowed
Consideration remaining on deposit after each such claim shall have been
determined, resolved and satisfied as set forth in Articles III and IV hereof
shall be delivered to the Stockholders promptly after the time of
determination, resolution and satisfaction of such claim to the extent not
subject to any other then remaining claims. No certificate or script
representing fractional shares of the Escrowed Consideration shall be
delivered to the Stockholders, and such fractional share interests shall not
entitle the owner thereof to vote or to any rights as a stockholder of
Republic. In lieu of any such fractional shares, each Stockholder who would
otherwise have been entitled to a fraction of a share of Republic Common
Stock shall be entitled to receive a cash payment in lieu of such fractional
<PAGE>
share in an amount equal to such fraction multiplied by $28.625; provided
that, if following the date hereof the outstanding shares of Republic
Common Stock shall have been changed into a different number of shares or a
different class, by reason of any stock dividend, subdivision,
reclassification, recapitalization, split, combination, exchange of shares or
similar transaction, the value of each share of Republic Common Stock
comprising the Escrowed Consideration shall be correspondingly adjusted to
reflect such stock dividend, subdivision, reclassification,
recapitalization, split, combination, exchange of shares or similar
transaction. Nothing stated in the previous sentence shall be construed as
providing the Stockholders any preemptive or antidilutive rights other than
in the case of a stock dividend, subdivision, reclassification, recapital-
ization, split, combination, exchange of shares or similar transaction and,
except in such case, there shall be no adjustment to the per share value of
the Republic Common Stock which comprises the Escrowed Consideration in the
event that Republic issues or agrees to issue any shares of Republic Common
Stock between the date hereof and the Expiration Date, whether for cash,
through option grants, option or warrant exercises, in acquisitions, or in
other transactions.
2.2 If at any time from the date hereof prior to the
Expiration Date, Republic has a reasonable good faith basis for asserting a
claim for Indemnifiable Damages under the Agreement, it shall give prompt
written notice (an "Indemnification Notice") to the Escrow Agent (with a copy
to the Stockholders' Representative) in the form of Exhibit C attached
hereto. Upon receipt by the Escrow Agent of an Indemnification Notice, the
Escrow Agent shall hold in escrow hereunder a portion of the Escrowed
Consideration (pro rata in accordance with each Stockholder's Pro Rata
Interest in the Escrowed Consideration) with a value (as determined below)
equal to the amount of the claim set forth in Indemnification Notice and all
<PAGE>
other pending or disputed claims hereunder (or shall hold in escrow hereunder
the entire Escrowed Consideration then in its possession if the value of the
Escrowed Consideration then in its possession will not be sufficient to pay
the full amount of all pending or disputed claims) and shall release such
Escrowed Consideration or portion thereof (i) to the Stockholders only in
accordance with the provisions of Section 2.1 hereof, or (ii) to Republic
only in accordance with the provisions of Article III and Article IV hereof.
For purposes of satisfying any claim for Indemnifiable Damages under the
Agreement made by Republic or otherwise valuing the Escrowed Consideration
hereunder, the shares of Republic Common Stock shall be valued at $28.625 per
share (subject to any adjustment described in the proviso in Section 2.1
hereof). Promptly after receipt of an Indemnification Notice, the Escrow
Agent shall send to the Stockholders' Representative a second copy of such
Indemnification Notice.
2.3 Promptly after any determination of a claim in
accordance with the provisions of Article III hereof, and promptly after any
receipt of notice of the resolution of a disputed claim in accordance with
the provisions of Article IV hereof (which notice shall be accompanied by a
copy of any agreement, final court order, judgment or decree evidencing such
resolution), the Escrow Agent shall deliver to Republic, free and clear of
any interest of the Stockholders therein, Escrowed Consideration, with a
value (as determined below) equal to the amount, if any, of such claim
payable to Republic pursuant to such determination or resolution. Such
amount shall be charged pro rata against each Stockholder's Pro Rata Interest
of the Escrowed Consideration. For purposes of satisfying any claim so
determined or resolved for Indemnifiable Damages under the Agreement made by
Republic or otherwise valuing the Escrowed Consideration hereunder, the
shares of Republic Common Stock shall be valued at $28.625 per share (subject
to any adjustment described in the proviso in Section 2.1 hereof). If the
<PAGE>
value (as determined under the preceding sentence) of the Escrowed
Consideration then held by the Escrow Agent is less than the amount, if any,
of such claim so payable, the Escrow Agent shall deliver to Republic all of
the Escrowed Consideration then held by it, free and clear of any interest of
the Stockholders therein, whereupon this Escrow Agreement shall terminate.
III. DETERMINATION OF CLAIMS.
-----------------------
The determination of a claim for Indemnifiable Damages
asserted under the Agreement and against the Escrowed Consideration hereunder
shall be made as follows:
3.1 The claim shall be deemed to have resulted in a
determination in favor of Republic, in an amount equal to the amount of such
claim estimated by Republic pursuant to Section 2.2 hereof, on the 30th day
after Republic gives the Escrow Agent and the Stockholders' Representative
the Indemnification Notice with respect to such claim pursuant to Section 2.2
hereof, unless prior thereto the Escrow Agent has received notice from the
Stockholders' Representative (with a copy to Republic) that the Stockholders
have a reasonable good faith basis for disputing the claim in the form of
Exhibit D attached hereto (a "Dispute Notice"). Promptly after receipt of
any Dispute Notice, the Escrow Agent shall send Republic a second copy of
such Dispute Notice.
3.2 If a claim asserted hereunder is disputed by the
Stockholders' Representative in the manner provided in Section 3.1 hereof,
the resolution of such disputed claim shall be made in accordance with the
provisions for the settlement of disputes contained in Article IV hereof and
such resolution shall be evidenced by the documentation referred to in
Section 4.4 hereof.
<PAGE>
3.3 (a) If the Stockholders elect to undertake the defense
of a claim in accordance with Section 10.6(a) of the Agreement, the
Stockholders' Representative may from time to time deliver to the Escrow
Agent (with a copy to Republic) a notice in the form of Exhibit E attached
hereto (a "Reimbursement Notice"). Promptly after receipt of a Reimbursement
Notice, the Escrow Agent shall send to Republic a second copy of such
Reimbursement Notice.
(b) If Republic wishes to dispute such
Reimbursement Notice, it shall so notify the Escrow Agent and the
Stockholders' Representative in writing, providing a reasonable good faith
basis for such dispute, in the form of Exhibit F attached hereto (a
"Reimbursement Dispute Notice") within 30 days after the Stockholders'
Representative gives the Escrow Agent and Republic such Reimbursement Notice,
in which case the dispute shall be resolved in accordance with the provisions
for the settlement of disputes contained in Article IV hereof and such
resolution shall be evidenced by the documentation referred to in Section 4.4
hereof. Promptly after receipt of a Reimbursement Dispute Notice, the Escrow
Agent shall send to the Stockholders' Representative a second copy of such
Reimbursement Dispute Notice.
(c) If Republic fails to provide a Reimbursement
Dispute Notice within such 30-day period, or upon receipt of any instructions
pursuant to Section 4.4 hereof, the Escrow Agent shall, notwithstanding the
provisions of Section 2.2 hereof, distribute to the Stockholders'
Representative a portion of the Escrowed Consideration with a value (as
determined below) sufficient to pay the full amount of the expenses set forth
in such Reimbursement Notice, if not disputed, or resolved pursuant to
Article IV, if disputed. Such distribution shall be made pro rata against
each Stockholder's Pro Rata Interest in the Escrowed Consideration. For
purposes of valuing the Escrowed Consideration hereunder, the shares of
<PAGE>
Republic Common Stock shall be valued at $28.625 per share (subject to any
adjustment described in the proviso in Section 2.1 hereof).
IV. SETTLEMENT OF DISPUTES.
----------------------
If the Stockholders' Representative delivers a Dispute
Notice in compliance with Section 3.1 hereof, or Republic delivers a
Reimbursement Dispute Notice in compliance with Section 3.3(b) hereof,
Republic and the Stockholders' Representative shall follow the procedures set
forth below:
4.1 Promptly following receipt (i) by Republic of a Dispute
Notice or (ii) by the Stockholders of a Reimbursement Dispute Notice, the
parties (other than the Escrow Agent) shall hold a meeting (the "Initial
Meeting"), attended by persons with decision-making authority for each party,
regarding the dispute, to attempt in good faith to negotiate a resolution of
the dispute; provided, however, that no such meeting, or any statements made
or documents exchanged by the parties at such meeting, shall be deemed to
vitiate or reduce the obligations and liabilities of the parties hereunder or
under the Agreement or be deemed a waiver by a party hereto of any remedies
to which such party would otherwise be entitled hereunder or under the
Agreement.
4.2 If, within thirty (30) days after the Initial Meeting
or such longer period as the parties (other than the Escrow Agent) may agree,
the parties (other than the Escrow Agent) have not succeeded in negotiating a
resolution of the dispute, the parties (other than the Escrow Agent) shall
submit the dispute to mediation in accordance with the then-current CPR Model
Mediation Procedure for Business Disputes published by the CPR Institute for
Dispute Resolution (the "CPR"). In connection with such mediation, the
parties (other than the Escrow Agent) shall jointly appoint a mutually
acceptable mediator, seeking assistance in such regard from the CPR if they
have been unable to agree upon such appointment within twenty (20) days from
<PAGE>
the conclusion of the negotiation period. The parties (other than the Escrow
Agent) shall bear equally the out-of-pocket costs payable to third parties of
the mediation; provided, however, that costs payable by a party to its
advisors and other representatives, including its attorneys and any experts
or consultants retained on its behalf, shall be borne solely by such party.
Such mediation shall be held in New York City unless the parties agree
otherwise.
4.3 The parties (other than the Escrow Agent) shall
participate in good faith in the mediation and negotiations related thereto
for a period of no more than thirty (30) days from the date a mediator is
appointed, unless such parties agree to extend such period. If the parties
(other than the Escrow Agent) are not successful in resolving the dispute
through the mediation, then any such party may institute legal proceedings to
adjudicate such dispute, subject to the provisions of Section 11.12 of the
Agreement.
4.4 The settlement or resolution of any dispute shall be
evidenced to the Escrow Agent by notice and appropriate instructions as to
disbursement of the Escrowed Consideration in writing to the Escrow Agent
signed (i) by Republic and the Stockholders' Representative or (ii) by either
Republic or the Stockholders' Representative certifying that attached thereto
is a certified copy of a final judgment, order or decree of the United States
District Court for the District of Delaware or a court of competent
jurisdiction of the State of Delaware or any appellate court thereof, and
that the time for appeal therefrom has expired and no appeal has been
perfected. A copy of such notice and instructions shall be sent to the
Stockholders' Representative or Republic, respectively. Prior to the
settlement or resolution of any dispute as provided in this Article IV, the
Escrow Agent shall retain in its possession such portion of the Escrowed
Consideration which is the subject of the dispute.
<PAGE>
V. CONCERNING THE ESCROW AGENT.
---------------------------
5.1 The Escrow Agent shall be entitled to reasonable
compensation for its services hereunder and shall be reimbursed for all
reasonable expenses, disbursements and advances (including reasonable
attorneys' fees and expenses) incurred or made by it in performance of its
duties hereunder. The reasonable compensation, expenses, disbursements and
advances shall be paid by Republic upon request by the Escrow Agent from time
to time.
5.2 The Escrow Agent may resign and be discharged from its
duties hereunder at any time by giving notice of such resignation to Republic
and to the Stockholders' Representative specifying a date (not less than
thirty (30) days after the giving of such notice) when such resignation shall
take effect. Promptly after such notice, a successor escrow agent shall be
appointed by mutual agreement of Republic and the Stockholders'
Representative, such successor escrow agent to become Escrow Agent hereunder
upon the resignation date specified in such notice. The Escrow Agent shall
continue to serve until its successor accepts the escrow and receives the
Escrowed Consideration; provided, however, that, if no successor escrow agent
-------- -------
is appointed prior to the date specified in the Escrow Agent's notice of
resignation, the Escrow Agent shall be relieved of its duties hereunder and
shall have the option to retain the Escrowed Consideration solely as a
custodian or to interplead the Escrowed Consideration with a federal court of
competent jurisdiction in Dade County, Florida. Republic and the
Stockholders' Representative may agree at any time to substitute a new escrow
agent by giving notice thereof to the Escrow Agent then acting.
5.3 The Escrow Agent undertakes to perform only such duties
as are specifically set forth herein, and no implied duties or obligations
shall be read herein against the Escrow Agent. The Escrow Agent shall not be
bound in any way by, or be deemed to have knowledge of the terms of, the
<PAGE>
Agreement or any other agreement among the parties hereto, the Company, the
Stockholders or Republic other than this Escrow Agreement. The Escrow Agent
acting or refraining from acting in good faith shall not be liable for any
mistake of fact or error of judgment by it or for any acts or omissions by it
of any kind unless caused by wilful misconduct or gross negligence, and shall
be entitled to rely and shall be protected in doing so upon (a) any written
notice, instrument or signature believed by it to be genuine, and (b) the
advice of counsel (which may be of the Escrow Agent's own choosing). The
Escrow Agent shall have no responsibility for the contents of any writing
submitted to it hereunder and may assume the validity and accuracy of any
statement or assertion contained in such a writing or instrument, and may
assume that any person who gives any writing, notice, advice, or instructions
in connection with the provisions hereof has been duly authorized to do so.
The Escrow Agent makes no representations and has no responsibility as to the
validity, genuineness or sufficiency of any of the documents or instruments
delivered to it, and shall be entitled in good faith to rely without any
liability upon the contents thereof.
5.4 Republic, on the one hand, and the Stockholders, on the
other hand, jointly and severally agree to indemnify the Escrow Agent and
hold it harmless against any and all liabilities, expenses, claims, losses,
actions, suits or proceedings, at law or in equity, incurred by it hereunder
(including attorneys' fees) except for the compensation, expenses,
disbursements and advances described in Section 5.1 hereof and for
liabilities incurred by the Escrow Agent resulting from its own wilful
misconduct or gross negligence; provided that Republic, on the one hand, and
the Stockholders, on the other hand, will be entitled to a right of
contribution from the other if such liabilities result from the Stockholders'
actions (including the Stockholders' Representative's actions), or Republic's
actions, respectively.
<PAGE>
5.5 If at any time Escrow Agent determines, in Escrow
Agent's sole and absolute discretion, that there is a dispute concerning
whether any of the Escrowed Consideration is to be released under this
Agreement or to whom the Escrowed Consideration is to be released, the
interpretation of this Escrow Agreement, the rights and obligations of any of
the parties hereunder, or about the propriety of any action contemplated by
the Escrow Agent hereunder, the Escrow Agent may, in its sole and absolute
discretion, interplead the Escrowed Consideration in a federal court of
competent jurisdiction in Dade County, Florida, and the Escrow Agent shall be
fully indemnified by the parties hereto in accordance with Section 5.4 hereof
and shall also be deemed to be released from all obligations or liabilities
under or with respect to this Escrow Agreement except to the extent resulting
from the wilful misconduct or gross negligence of the Escrow Agent.
5.6 The parties acknowledge that Akerman, Senterfitt &
Eidson, P.A. is counsel to Republic and agree that in the event of a dispute
hereunder or with respect to the Escrowed Consideration, the parties shall
not assert that Akerman, Senterfitt & Eidson, P.A. is barred from
representing itself and/or Republic by reason of its dual status; provided,
however, that Akerman, Senterfitt & Eidson, P.A. shall not represent Republic
in connection with any dispute under this Escrow Agreement.
5.7 UNDER NO CIRCUMSTANCES SHALL ESCROW AGENT HAVE ANY
LIABILITY HEREUNDER ON ACCOUNT OF ANY LOSS SUFFERED BY REPUBLIC OR THE
STOCKHOLDERS AS A RESULT OF THE ESCROW AGENT FAILING TO DELIVER ANY OF THE
ESCROWED CONSIDERATION IN A TIMELY MANNER EXCEPT TO THE EXTENT RESULTING FROM
THE ESCROW AGENT'S WILFUL MISCONDUCT OR GROSS NEGLIGENCE.
VI. MISCELLANEOUS.
-------------
6.1 The Stockholders, Republic and the Escrow Agent
acknowledge that Santa Anna Holdings, Inc. ("Santa Anna") intends to
liquidate following the Closing Date, and hereby agree that following such
<PAGE>
liquidation each of the stockholders of Santa Anna shall become Stockholders
hereunder entitled to the rights and subject to the obligations hereunder
(including the indemnification obligations of Section 5.4 hereof) with the
Pro Rata Interest of Santa Anna to be divided among such Santa Anna
stockholders as the Stockholders' Representative shall specify. As security
for the Santa Anna stockholders' Section 5.4 indemnification obligations,
Santa Anna does hereby grant to Escrow Agent a security interest in and a
lien upon Santa Anna's Pro Rata Interest of the Escrowed Consideration, which
lien shall automatically terminate when Santa Anna stockholders agree in
writing to undertake all the indemnification obligations of Santa Anna under
Section 5.4 hereof.
6.2 This Escrow Agreement shall be binding upon, inure to
the benefit of, and be enforceable by the respective heirs, beneficiaries,
representatives, successors and assigns of the parties hereto.
6.3 This Escrow Agreement contains the entire understanding
of the parties with respect to its subject matter, and may be amended only by
a written instrument duly executed by all the parties hereto.
6.4 All notices, claims, requests, demands and other
communications hereunder shall be in writing and shall be deemed given on the
date delivered if delivered personally (including by reputable overnight
courier), on the date transmitted if sent by facsimile (which is confirmed)
or mailed by registered or certified mail (return receipt requested) to the
parties at the following addresses (or at such other address for a party as
shall be specified by like notice):
(a) If to Republic:
Republic Industries, Inc.
450 East Las Olas Blvd.
Suite 1200
Fort Lauderdale, FL 33301
Attn: Richard L. Handley
Facsimile: (954) 713-2120
<PAGE>
With a copy to:
Skadden, Arps, Slate, Meagher & Flom (DE)
One Rodney Square
Wilmington, DE 19801
Attn: Richard L. Easton
Facsimile: (302) 651-3001
(b) If to Stockholders' Representative:
William E. Lobeck, Jr.
National Car Rental System, Inc.
7700 France Avenue South
Minneapolis, MN 55435
Facsimile: (612) 830-2087
With copies to:
Kathryn L. Taylor
Crowe & Dunlevy
321 South Boston, Suite 500
Tulsa, OK 74104-3906
Facsimile: (918) 592-9801
and to:
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017-3954
Attn: Robert L. Friedman
Facsimile: (212) 455-2502
and to:
Altheimer & Gray
10 South Wacker Drive
Chicago, IL 60606
Attn: Paul M. Daugerdas
Facsimile: (312) 715-4800
(c) If the Escrow Agent:
Akerman, Senterfitt and Eidson, P.A.
Sun Trust International Center
28th Floor
One Southeast Third Avenue
Miami, FL 33131
Attn: Jonathan L. Awner
Facsimile: (305) 374-5095
All deliveries of Escrowed Consideration made by the Escrow Agent hereunder
shall be made: if to Republic, to it at the address set forth above; and if
<PAGE>
to the Stockholders, at their addresses specified by the Stockholders'
Representative.
6.5 This Escrow Agreement shall be governed by, and
construed and enforced in accordance with, the laws of the State of Delaware.
6.6 This Escrow Agreement may be executed simultaneously in
one or more counterparts, each of which shall be deemed an original but all
of which together shall constitute one and the same instrument.
6.7 This Escrow Agreement shall remain in full force and
effect until the Escrow Agent has delivered all the Escrowed Consideration in
its possession in accordance with the terms hereof.
6.8 Article headings contained herein are for reference
purposes only and shall not in any way affect the meaning or interpretation
of this Escrow Agreement.
6.9 If any provision of this Agreement or the application
thereof to any person or circumstance is determined by a court of competent
jurisdiction to be invalid, void or unenforceable, the remaining provisions
hereof, or the application of such provision to persons or circumstances
other than those as to which it has been held invalid or unenforceable, shall
remain in full force and effect and shall in no way be affected, impaired or
invalidated thereby, so long as the economic or legal substance of the
transactions contemplated thereby is not affected in any manner adverse to
any party. Upon any such determination, the parties shall negotiate in good
faith in an effort to agree upon a suitable and equitable substitute
provision to effect original intent of the parties.
6.10 This Escrow Agreement is made for the sole protection
of the parties hereto and their respective successors and assigns, and no
other person may rely hereon or claim benefit hereunder.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have duly executed
this Escrow Agreement on the date first above written.
REPUBLIC INDUSTRIES, INC.
By /s/ David D. Barclay
--------------------------------
Name: David D. Barclay
Title: V.P.
THE STOCKHOLDERS
SANTA ANNA HOLDINGS, INC.
By /s/ William E. Lobeck, Jr.
--------------------------------
Name: William E. Lobeck, Jr.
Title:
EMERALD INVESTORS, L.L.C.
By /s/ Rodney G. Smith
--------------------------------
Name: Rodney G. Smith
Title: Administrative Officer
AKERMAN, SENTERFITT & EIDSON, P.A.
By /s/ Jonathan L. Awner
--------------------------------
Name: Jonathan L. Awner
Title: Attorney
<PAGE>
STOCKHOLDERS' REPRESENTATIVE
By /s/ William E. Lobeck, Jr.
--------------------------------
Name: William E. Lobeck, Jr.
<PAGE>
SCHEDULE I
----------
TOTAL ESCROWED CONSIDERATION:
2,164,194 shares of Republic Common Stock
<TABLE>
<CAPTION>
PERCENTAGE
INTEREST IN THE
ESCROWED NUMBER
STOCKHOLDER CERTIFICATE NO. CONSIDERATION OF SHARES
- ----------- --------------- --------------- ---------
<S> <C> <C> <C>
Santa Anna Holdings, Inc. 90 1,947,775
Emerald Investors, L.L.C. 10 216,419
</TABLE>
Receipt Acknowledged
--------------------
AKERMAN, SENTERFITT & EIDSON, P.A.
By_______________________
Name:
Title:
<PAGE>
EXHIBIT A
NUMBER REPUBLIC SHARES
RI-17671 INDUSTRIES, INC. **1947775**
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFICATE IS TRANSFERABLE IN SEE REVERSE FOR
NEW YORK CITY, NEW YORK OR CHICAGO, ILLINOIS CERTAIN DEFINITIONS
CUSIP 760516 10 4
This certifies that ***SANTA ANNA HOLDINGS, INC ****1947775******
**1947775*****
IMPORTANT-SEE REVERSE ***1947775****
SIDE OF CERTIFICATE FOR ****1947775***
RESTRICTIVE LEGEND *****1947775**
is the owner of ONE MILLION NINE HUNDRED FORTY SEVEN THOUSAND SEVEN
HUNDRED SEVENTY FIVE***
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.01, OF
REPUBLIC INDUSTRIES, INC.
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This
certificate and the shares evidenced hereby are issued under and shall be
subject to all of the provisions of the Articles of Incorporation of the
Corporation and any amendment thereto, copies of which are on file with the
Corporation and the Transfer Agent, to all of which the holder by acceptance
hereof, assents. This Certificate is not valid until countersigned by the
Transfer Agent and registered by Registrar.
WITNESS the facsimile seal of the corporation and the facsimile signature of
its duly authorized officers.
Dated: Feb. 24, 1997
Countersigned and Registered
HARRIS Trust and Savings BANK
(CHICAGO)
TRANSFER AGENT AND REGISTRAR
/S/ PRESIDENT /S/ SECRETARY /S/ AUTHORIZED SIGNATURE
REPUBLIC INDUSTRIES, INC.
CORPORATE SEAL 1991 DELAWARE
<PAGE>
[REVERSE SIDE]
REPUBLIC INDUSTRIES, INC.
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO
REQUESTS, A STATEMENT OF THE DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR
SERIES THEREOF WHICH THE COMPANY IS AUTHORIZED TO ISSUE AND THE
QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
RIGHTS. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE SECRETARY OF THE COMPANY
OR TO THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE.
_________________________________________________________________
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as through they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT______ Custodian_____
TEN ENT-as tenants by the entireties (Cust) (Minor)
JT TEN-as joint tenants with
right of survivorship and Under Uniform Gifts to Minors
not as tenants in common Act____________________
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received, _____________ hereby sell, assign and transfer unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
________________________________________________________________________________
________________________________________________________________________________
________________________________________________________________________________
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP OR POSTAL CODE,
OF ASSIGNEE)
________________________________________________________________________________
________________________________________________________________________________
_________________________________________________________________________Shares
of the Common Stock represented by the within certificate, and do hereby
irrevocably constitute and appoint
_______________________________________________________________________Attorney
to transfer the said shares on the books of the within named Corporation with
full power of substitution in the premises.
<PAGE>
Dated,
___________________________________
SIGNATURE
___________________________________
SIGNATURE
NOTICE THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S) AS WRITTEN
UPON THE FACE OF THE CERTIFICATE, IN EVERY
PARTICULAR, WITHOUT ALTERATION OR
ENLARGEMENT, OR ANY CHANGE WHATEVER.
SIGNATURE GUARANTEED: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION, (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED
SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT
TO S.E.C. RULE 17Ad-15.
THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF BY THE HOLDER EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(the "ACT") AND IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS OF ANY STATE
WITH RESPECT THERETO OR IN ACCORDANCE WITH AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE ISSUER THAT AN EXEMPTION FROM SUCH REGISTRATION
IS AVAILABLE AND ALSO MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
BY THE HOLDER WITHOUT COMPLIANCE WITH THE SECURITIES AND EXCHANGE
COMMISSION'S ACCOUNTING SERIES RELEASES 130 AND 135.
<PAGE>
EXHIBIT B
NUMBER REPUBLIC SHARES
RI-17673 INDUSTRIES, INC. **216419**
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
THIS CERTIFICATE IS TRANSFERABLE IN SEE REVERSE FOR
NEW YORK CITY, NEW YORK OR CHICAGO, ILLINOIS CERTAIN DEFINITIONS
CUSIP 760516 10 4
This certifies that ***EMERALD INVESTORS L L C ****216419******
**216419*****
IMPORTANT - SEE REVERSE ***216419****
SIDE OF CERTIFICATE FOR ****216419***
RESTRICTIVE LEGEND *****216419**
is the owner of TWO HUNDRED SIXTEEN THOUSAND FOUR HUNDRED AND NINETEEN***
FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, PAR VALUE $.01, OF
REPUBLIC INDUSTRIES, INC.
transferable on the books of the Corporation in person or by duly authorized
attorney upon surrender of this Certificate properly endorsed. This
certificate and the shares evidenced hereby are issued under and shall be
subject to all of the provisions of the Articles of Incorporation of the
Corporation and any amendment thereto, copies of which are on file with the
Corporation and the Transfer Agent, to all of which the holder by acceptance
hereof, assents. This Certificate is not valid until countersigned by the
Transfer Agent and registered by Registrar.
WITNESS the facsimile seal of the corporation and the facsimile signature of
its duly authorized officers.
Dated: Feb. 24, 1997
Countersigned and Registered
HARRIS Trust and Savings BANK
(CHICAGO)
TRANSFER AGENT AND REGISTRAR
/s/ PRESIDENT /s/SECRETARY /s/AUTHORIZED SIGNATURE
Republic Industries, Inc. Corporate
Corporate Seal 1991
Delaware<PAGE>
REPUBLIC INDUSTRIES, INC.
THE COMPANY WILL FURNISH WITHOUT CHARGE TO EACH SHAREHOLDER WHO SO
REQUESTS, A STATEMENT OF THE DESIGNATIONS, PREFERENCES AND RELATIVE,
PARTICIPATING, OPTIONAL OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR
SERIES THEREOF WHICH THE COMPANY IS AUTHORIZED TO ISSUE AND THE
QUALIFICATIONS. LIMITATIONS OR RESTRICTIONS OF SUCH PREFERENCES AND/OR
RIGHTS. ANY SUCH REQUEST IS TO BE ADDRESSED TO THE SECRETARY OF THE COMPANY
OR TO THE TRANSFER AGENT NAMED ON THE FACE OF THIS CERTIFICATE.
_________________________________________________________________
The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as through they were written out in
full according to applicable laws or regulations:
TEN COM-as tenants in common UNIF GIFT MIN ACT____ Custodian_____
TEN ENT-as tenants by the entireties (Cust) (Minor)
JT TEN-as joint tenants with
right of survivorship and Under Uniform Gifts to Minors
not as tenants in common Act____________________
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received, _____________ hereby sell, assign and transfer
unto
PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE
/___________________/
/ /
/___________________/
----------------------------------------------------------------------------
----------------------------------------------------------------------------
----------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP OR POSTAL CODE,
OF ASSIGNEE)
----------------------------------------------------------------------------
----------------------------------------------------------------------------
-----------------------------------------------------------------------Shares
of the Common Stock represented by the within certificate, and do hereby
irrevocably constitute and appoint
-------------------------------------------------------------------- Attorney
<PAGE>
to transfer the said shares on the books of the within named Corporation with
full power of substitution in the premises.
Dated, _______________
____________________________
SIGNATURE
____________________________
SIGNATURE
NOTICE THE SIGNATURE(S) TO THIS ASSIGNMENT
MUST CORRESPOND WITH THE NAME(S)
AS WRITTEN UPON THE FACE OF THE
CERTIFICATE, IN EVERY PARTICULAR,
WITHOUT ALTERATION OR ENLARGEMENT, OR
ANY CHANGE WHATEVER.
SIGNATURE GUARANTEED: THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN
ELIGIBLE GUARANTOR INSTITUTION, (BANKS, STOCKBROKERS,
SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH
MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE
MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE 17Ad-15.
THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD, TRANSFERRED OR
OTHERWISE DISPOSED OF BY THE HOLDER EXCEPT PURSUANT TO AN EFFECTIVE
REGISTRATION STATEMENT FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(the "ACT") AND IN COMPLIANCE WITH APPLICABLE SECURITIES LAWS OF ANY STATE
WITH RESPECT THERETO OR IN ACCORDANCE WITH AN OPINION OF COUNSEL IN FORM AND
SUBSTANCE SATISFACTORY TO THE ISSUER THAT AN EXEMPTION FROM SUCH REGISTRATION
IS AVAILABLE AND ALSO MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF
BY THE HOLDER WITHOUT COMPLIANCE WITH THE SECURITIES AND EXCHANGE
COMMISSION'S ACCOUNTING SERIES RELEASES 130 AND 135.
Exhibit 3
Santa Anna Holdings, Inc.
1132 South Lewis
Tulsa, OK 74104
January 5, 1997
Emerald Investors, L.L.C.
c/o Rod Smith
7111 West Washington
Indianapolis, IN 46421
Reference is hereby made to the Share Exchange Agreement dated
as of January 5, 1997 (as the same may be from time to time amended,
supplemented or otherwise modified, the "Exchange Agreement") among Republic
Industries, Inc., a Delaware corporation, National Car Rental System, Inc., a
Delaware corporation ("National"), and you and us as stockholders of
National. Terms defined therein and not herein defined are used herein as
therein defined.
Please confirm your agreement with us that, during the two-year
period following the Closing, you will not sell, transfer, encumber or
otherwise dispose of more than 50% of the shares of Parent Common Stock which
you receive in the Agreement. Your agreement set forth herein will be binding
on your members to the extent any of the Parent Common Stock is distributed
to them at any time in the future. The foregoing obligation will terminate
if the Internal Revenue Service adopts regulations terminating the continuity
of interest requirement giving rise to such obligation. Nothing herein will
be deemed to constitute an implication or admission by you that you have any
present intent to sell, transfer, encumber or otherwise dispose of any of the
shares of Parent Common Stock which you receive in the Agreement.
Please also confirm that you hereby waive all your rights under
the Stockholders' Agreement dated as of June 8, 1995 between Santa Anna
Holdings, Inc. and NCR Acquisition Corp., as supplemented by a Supplemental
Agreement, dated as of December 28, 1995, with respect to the Exchange
Agreement, the Acquisition and all other transactions contemplated thereby.
If the foregoing correctly reflects your agreement, please so
indicate by signing below and returning a copy of this letter to us.
SANTA ANNA HOLDINGS, INC.
By: /s/ William E. Lobeck, Jr.
Acknowledged and agreed as of
the date set forth above:
EMERALD INVESTORS, L.L.C.
By: /s/ Rodney G. Smith
