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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 16, 1997
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REPUBLIC INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
0-9787 73-1105145
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(Commission (IRS Employer
File Number) Identification No.)
450 East Las Olas Boulevard
Suite 1200
Ft. Lauderdale, FL 33301
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (954) 713-5200
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N.A.
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(Former name or former address, if changed since last report)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On January 16, 1997, Republic Industries, Inc. (the "Registrant")
acquired in a merger transaction, all of the outstanding capital stock of
AutoNation Incorporated ("AutoNation"). As a result of such transaction,
AutoNation became a wholly-owned subsidiary of the Registrant.
Pursuant to a Merger Agreement, dated as of May 8, 1996, as amended (the
"Agreement"), among the Registrant, RI/ANI Merger Corp., AutoNation, H. Wayne
Huizenga, Steven R. Berrard and JM Family Enterprises, Inc., the Registrant
acquired AutoNation in exchange for an aggregate of 17,467,248 shares of the
common stock, par value $.01 per share, of the Registrant. The transaction will
be accounted for under the purchase method of accounting.
The descriptions contained herein of the Agreement and the transactions
contemplated thereunder are qualified in their entirety by reference to the
Agreement and the Press Release, dated January 16, 1997, included herewith
as Exhibits 2.1, 2.2 and 99, respectively, which are incorporated herein by
reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) The historical combined financial statements of AutoNation required by
this Item 7(a) are incorporated herein by reference to Exhibit 99.1 to the
Registrant's Current Report on Form 8-K/A dated November 25, 1996.
(b) The pro forma financial information of AutoNation required by this
Item 7(b) are incorporated herein by reference to Exhibit 99.1 to the
Registrant's Current Report on Form 8-K/A dated November 25, 1996.
(c) Exhibits.
The Exhibits to this Report are listed in the Exhibit Index set forth
elsewhere herein.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REPUBLIC INDUSTRIES, INC.
By: /s/ Michael S. Karsner
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Michael S. Karsner
Senior Vice President
and Chief Financial Officer
Date: February 24, 1997
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REPUBLIC INDUSTRIES, INC.
EXHIBIT INDEX
Number and
Description of Exhibit
- ----------------------
1. None
2.1 Merger Agreement, dated as of May 8, 1996, as amended on
September 30, 1996 and October 31, 1996 (the "Merger
Agreement"), among Republic Industries, Inc., RI/ANI Merger
Corp., AutoNation Incorporated, H. Wayne Huizenga, Steven R.
Berrard and JM Family Enterprises, Inc. (incorporated by
reference to Annex A to the Registrant's Special Stockholder's
Meeting Proxy Statement dated December 13, 1996).
2.2* Third Amendment to Merger Agreement, dated as of December 31,
1996.
4. None
15. None
16. None
17. None
21. None
23. None
24. None
27. None
99.* Press Release, dated January 16, 1997.
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* Filed herewith
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EXHIBIT 2.2
THIRD AMENDMENT TO MERGER AGREEMENT
THIS THIRD AMENDMENT TO MERGER AGREEMENT (this "Amendment"), is entered
into as of December 31, 1996, by and among REPUBLIC INDUSTRIES, INC., a Delaware
corporation ("Republic"), RI/ANI MERGER CORP., a Florida corporation,
AUTONATION INCORPORATED, a Florida corporation ("AutoNation"), H. WAYNE
HUIZENGA, STEVEN R. BERRARD and JM FAMILY ENTERPRISES, INC., a Delaware
corporation.
WHEREAS, the parties to this Amendment entered into that certain Merger
Agreement dated as of May 8, 1996, as amended on September 30, 1996 and October
31, 1996 (the "Merger Agreement"); and
WHEREAS, the parties hereto desire to amend the Merger Agreement;
NOW THEREFORE, the parties agree that the following amendments shall be
effective immediately:
1. Capitalized terms used herein and not defined have the meanings
ascribed to them in the Merger Agreement.
2. Section 5.3 of the Merger Agreement is hereby amended to delete
Republic's obligation to file a registration statement on Form S-4 in
connection with the issuance of Republic Common Stock in the Merger. In
lieu thereof, as soon as practicable following consummation of the Merger,
Republic agrees to file a Registration Statement on Form S-3 to allow
former shareholders of AutoNation to resell and offer for resale from time
to time on a continuous basis the Republic Shares they receive in the
Merger.
3. The term "December 31, 1996" as set forth in the third sentence
of Section 5.11 of the Merger Agreement is hereby changed to "January 31,
1997."
4. Section 6.2(d) is hereby amended in its entirety as follows:
"(d) Private Placement Acknowledgment. At or prior to the
Closing, each of the Shareholders shall have delivered to Republic a
letter agreement, in form and substance satisfactory to Republic,
acknowledging that the shares of Republic Common Stock to be received
by them in the Merger are "restricted securities" as defined in Rule
144 under the Securities Act and such shares may not be sold or
otherwise disposed of except (i) pursuant to an effective registration
statement filed under the Securities Act and in compliance with state
securities laws or (ii) in accordance with an opinion of counsel that
an exemption from such registration is available."
5. The term "December 31, 1996" as set forth in Section 9.1(d) of
the Merger Agreement is hereby changed to "January 31, 1997."
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the day and year first above written.
REPUBLIC INDUSTRIES, INC.
By: /s/ RICHARD L. HANDLEY
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Richard L. Handley,
Senior Vice President
RI/ANI MERGER CORP.
By: /s/ RICHARD L. HANDLEY
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Richard L. Handley,
Vice President
AUTONATION INCORPORATED
By: /s/ STEVEN R. BERRARD
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Steven R. Berrard,
President
/s/ H. WAYNE HUIZENGA
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H. Wayne Huizenga
/s/ STEVEN R. BERRARD
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Steven R. Berrard
JM FAMILY ENTERPRISES, INC.
By: /s/ COLIN W. BROWN
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Colin W. Brown,
Executive Vice President
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EXHIBIT 99
[LOGO] REPUBLIC
INDUSTRIES INC.
450 East Las Olas Boulevard
Suite 1200
Fort Lauderdale, Florida 33301
954-713-5200
FOR IMMEDIATE RELEASE Contacts: Michael Karsner
- --------------------- (954) 713-5230
J. Ronald Castell
(954) 713-5355
REPUBLIC INDUSTRIES COMPLETES ACQUISITION OF AUTONATION USA
Ft. Lauderdale, Florida (January 16, 1997)--Republic Industries, Inc.
(NASDAQ:RWIN) announced today that it had completed its previously announced
acquisition of AutoNation USA. The announcement was made following a vote
conducted at a Special Meeting of Shareholders in Ft. Lauderdale, Florida.
According to the Company, of the shares voted, over 99.8% were cast in favor of
the acquisition.
AutoNation USA is developing a chain of Megastores for the sale of
reconditioned-to-be-like-new vehicles in a customer-friendly environment. Prior
to the acquisition by Republic, AutoNation was a privately-owned corporation.
In connection with this transaction Republic issued approximately 17.5
million shares of common stock.
Republic is a diversified company operating in the automotive, solid
waste, electronic security and out-of-home advertising industries.
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