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Filed Pursuant to Rule 424(b)(3)
REGISTRATION STATEMENT FILE NO. 333-35749
PROSPECTUS
24,747,432 SHARES
REPUBLIC INDUSTRIES, INC. (LOGO)
COMMON STOCK
This Prospectus relates to an aggregate of 24,747,432 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 acquisitions of businesses by the Company. 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 dealers, 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 New York Stock Exchange (the "NYSE")
under the symbol "RII." On September 10, 1997, the last reported price for the
Common Stock as reported by the NYSE was $27.6875 per share.
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH UNDER
THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 3 OF THIS PROSPECTUS.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.
September 24, 1997
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No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in or
incorporated by reference in this Prospectus in connection with the offer made
by this Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company 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................................................ 3
Use of Proceeds............................................. 6
Selling Stockholders........................................ 7
Plan of Distribution........................................ 9
Description of Capital Stock................................ 9
Legal Matters............................................... 10
Experts..................................................... 10
Incorporation of Certain Documents by Reference............. 12
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations promulgated thereunder, and, in accordance therewith, files reports,
proxy and information statements and other information with the Securities and
Exchange Commission (the "Commission"). These reports, proxy and information
statements and other information concerning the Company can be inspected and
copied at the public reference facilities maintained by the Commission at Room
1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and at the Commission's
regional offices located at Citicorp Center, Suite 1400, 500 West Madison
Street, Chicago, Illinois 60661 and at Seven World Trade Center, Suite 1300, New
York, New York 10048. Copies of such material can also be obtained from the
Commission at prescribed rates through its Public Reference Section at 450 Fifth
Street, N.W., Washington, D.C. 20549. The Commission also maintains a site on
the World Wide Web at http://www.sec.gov that contains reports, proxy and
information statements and other information regarding registrants that file
electronically with the Commission. The Common Stock is traded on the NYSE.
Information filed by the Company with the NYSE may be inspected at the office of
the NYSE at 20 Broad Street, New York, New York 10005.
The Company has filed with the Commission a Registration Statement on Form
S-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 the NYSE referred to above.
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THE COMPANY
GENERAL
The Company is a diversified holding company with subsidiaries operating in
the automotive retailing, automotive rental, automotive financial services,
solid waste services, and electronic security services industries. The Company
owns the world's largest chain of new vehicle dealerships and is building a
chain of used vehicle megastores which it operates under the AutoNation USA
brand name. The Company also owns National Car Rental System, Inc. ("National"),
Alamo Rent-A-Car, Inc. ("Alamo"), Value Rent-A-Car, Inc., Snappy Car Rental,
Inc. and Spirit Rent-A-Car, Inc., and solid waste services and electronic
security services companies, which operate under their regionally known business
names. The Company is aggressively building its existing lines of business
through internal growth and acquisitions. The Company is actively negotiating to
acquire additional companies in its existing and complementary lines of
business.
The Common Stock is traded on the NYSE under the trading symbol "RII." The
Company's principal executive offices are located at 450 East Las Olas
Boulevard, Suite 1200, Ft. Lauderdale, Florida 33301, and its telephone number
is (954) 713-5200.
RISK FACTORS
An investment in the shares being offered hereby involves a significant
degree of risk. In addition to the other information set forth in this
Prospectus, prospective purchasers of the Shares should consider carefully the
following factors which may adversely affect the business, financial condition,
results of operations and future prospects of the Company, and the prevailing
market price and performance of the Company's Common Stock. Certain statements
and information contained or incorporated by reference herein constitute
"forward-looking statements" within the meaning of the Federal Private
Securities Litigation Reform Act of 1995. Such forward-looking statements
involve known and unknown risks, uncertainties and other factors which may cause
the actual results, performance, or achievements of the Company to be materially
different from any future results, performance, or achievements expressed or
implied by such forward-looking statements. Such factors include, among other
things:
Operating Losses in AutoNation Retailing Business. The Company has rapidly
expanded and currently anticipates that it will continue to rapidly expand its
operations in automotive retailing and related businesses, through acquisitions
of numerous franchised automotive dealerships and the development of AutoNation
USA megastores. AutoNation Incorporated ("AutoNation"), which was acquired by
the Company in January 1997, has incurred losses from operations since inception
and is expected to continue to incur losses in the foreseeable future. The
success of the Company's aggressive development plans in the automotive
retailing business is dependent on a number of factors including, but not
limited to, economic conditions, competitive environment, adequate capital,
accurate site selection, construction schedules, supply of new and used
vehicles, consumer acceptance of the megastore concept in automotive retailing,
vehicle manufacturers' approval and control over dealership franchises, and the
building of brand recognition. There can be no assurance that the Company will
be successful in the automotive retailing industry or in any related automotive
industries which it enters.
Need for Substantial Additional Capital. Additional capital will be
necessary to continue the Company's rapid expansion in its capital intensive
lines of business and to fully capitalize on acquisition and expansion
opportunities that may become available to the Company. There can be no
assurance that sufficient financing will be available on a timely basis, if at
all, or on terms acceptable to the Company. In the event that financing is not
available or is not available in the amounts or on terms acceptable to the
Company, the implementation of the Company's business strategy could be impeded
and the Company's ability to react to changes in the industries in which it does
business could be limited, which could have a material adverse effect on the
Company's business, financial condition and future prospects.
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Uncertainties in Integrating Operations and Achieving Cost Savings. Many
of the companies that the Company has acquired, including, but not limited to,
Alamo, National, and AutoNation, and companies that the Company plans to
acquire, are large enterprises with operations in different markets. The success
of any business combination is in part dependent on management's ability
following the transaction to consolidate operations, integrate departments,
systems and procedures and thereby obtain business efficiencies, economies of
scale and related cost savings. The challenges posed to the Company's management
may be particularly significant because integrating the recently acquired
companies must be addressed contemporaneously. There can be no assurance that
future consolidated results will improve as a result of cost savings and
efficiencies from any such acquisitions or proposed acquisitions, or as to the
timing or extent to which cost savings and efficiencies will be achieved.
Dependence on Vehicle Manufacturers. Automotive dealerships operate
pursuant to franchise agreements with vehicle manufacturers. In connection with
the Company's acquisition of franchised automotive dealerships, prior approval
of the applicable vehicle manufacturer may be required under the franchise
agreement of each franchised automotive dealership to be acquired, subject to
state laws protecting a franchisee's right to transfer such franchise. Although
the Company has established framework agreements with certain manufacturers to
facilitate the acquisition of dealerships operating their franchises, no
assurance can be given that such manufacturers or any other manufacturers will
approve of any particular franchised automotive dealership acquisition by the
Company or will not otherwise seek to impose restrictions on the Company's
future acquisitions, operations or capital structure as a condition to granting
such approval. In addition, once the Company has acquired a franchised
automotive dealership, the Company must operate the dealership in accordance
with the applicable franchise agreement. Franchise agreements generally provide
the manufacturers with considerable influence over the operations of the
dealership and generally provide for termination of the franchise agreement for
a variety of causes. Finally, the success of any franchised automotive
dealership is dependent, to a large extent, on the success of the vehicle
manufacturer. Therefore, the success of the Company's automotive dealerships is
dependent on the financial condition, management, marketing, production and
distribution capabilities of the vehicle manufacturers of which the Company
holds franchises. Any event that may have a material adverse effect on a vehicle
manufacturer, such as labor strikes or adverse publicity, may have a material
adverse effect on the Company's business, financial condition and future
prospects.
Cost of Vehicle Rental Fleet. Vehicle depreciation is one of the single
largest cost components of the Company's automotive rental business, and it is
materially affected by vehicle manufacturers' repurchase programs or similar
programs, pursuant to which the manufacturers agree to repurchase program
vehicles during allowable repurchase periods at determinable prices, subject to
certain terms and conditions ("Repurchase Programs"). Repurchase prices under
Repurchase Programs are based on either (i) a predetermined percentage of a
vehicle's original capitalized cost and the month in which the vehicle is
returned or (ii) the original capitalized cost less a set monthly depreciation
amount. Repurchase Programs limit the risk of market value decline at the time
of vehicle disposition and enable vehicle rental companies to accurately project
their vehicle depreciation expense. The Company currently has Repurchase
Programs with General Motors Corporation ("General Motors"), Chrysler
Corporation, Ford Motor Company, Mazda Motor of America, Inc., Mitsubishi Motor
Sales of America, Inc., Nissan Motor Corporation U.S.A., Subaru of America, Inc.
and Toyota Motor Sales U.S.A., Inc. (including its Lexus division). During model
year 1997, the Company purchased substantially all of its U.S. vehicle rental
fleet and a majority of its European vehicle rental fleet under Repurchase
Programs. If vehicle manufacturers reduce the number or mix of vehicles
available to vehicle 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.
Dependence on Vehicle Manufacturer's Credit. The Company's vehicle rental
business depends upon debt financing for the purchase of revenue earning
vehicles for the Company's vehicle rental fleet. Since a substantial portion of
such financing is incurred in connection with major vehicle manufacturers'
Repurchase Programs, a significant change in the financial conditions of the
vehicle manufacturers, particularly General
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Motors, impairing their ability to repurchase vehicles or their investment grade
rating could significantly affect the Company's ability to obtain such financing
on as favorable terms, which could have a material adverse effect on the
Company's business, financial condition and future prospects.
Dependence on Principal Rental Fleet Supplier. General Motors has been the
principal supplier of rental fleet vehicles to the Company's vehicle rental
business. Under the terms of the Company's Repurchase Programs with General
Motors, the Company's vehicle rental fleets must consist of specified minimum
percentages of General Motors vehicles (at least 51% for Alamo and at least 85%
for National) during model years 1996 through 2000 in order to receive certain
discounts and other incentives. Given the volume of vehicles purchased from
General Motors, shifting significant portions of the fleet purchases to other
manufacturers would require significant lead time. As a result, if General
Motors were unable to supply the Company's vehicle rental operations with the
planned number and type of vehicles, it could have a material adverse effect on
the Company's business, financial condition and future prospects.
Interest Rates and Restrictive Covenants. A substantial portion of the
Company's outstanding indebtedness is at floating interest rates. At times, the
Company uses interest rate swaps to manage the risk of interest rate
fluctuations. However, a substantial increase in interest rates could adversely
affect the Company's cost of indebtedness for borrowed money. In addition, most
of the Company's debt instruments contain covenants establishing certain
financial and operating restrictions. A failure to comply with any covenant or
any obligation contained in any credit agreement could result in an event of
default which could accelerate debt under certain other credit agreements.
Regulation of Collision Damage Waivers. Adoption of national or additional
state legislation limiting or eliminating the sale, or capping the rates, of
collision damage waivers, which constitute a significant percentage of the
Company's revenue from vehicle rental operations, could further restrict sales
of this product, and additional limitations on potential customer liability
could increase the Company's costs in its vehicle rental business.
Environmental Regulation. It may be necessary to expend considerable time,
effort and money to keep the Company's existing or acquired facilities in
compliance with applicable federal, state and local requirements which regulate
health, safety, environment, zoning and land use, and as to which there may not
be adequate insurance coverages or reserves. In addition, certain of the
Company's waste disposal operations that traverse state boundaries could be
adversely affected if the federal government or the state in which a landfill is
located limits or prohibits, imposes discriminatory fees on, or otherwise seeks
to discourage, the disposal, within state boundaries, of waste collected outside
of the state. If environmental laws become more stringent, the Company's
environmental capital expenditures and costs for environmental compliance may
increase in the future. In addition, due to the possibility of unanticipated
factual or regulatory developments, the amounts and timing of future
environmental expenditures could vary substantially from those currently
anticipated.
Risks of Legal Proceedings. The Company generally will continue to be
involved in legal proceedings in the ordinary course of business. Citizen's
groups have become increasingly active in challenging the grant or renewal of
permits and licenses for landfills and other waste facilities, as well as for
automotive retailing megastores and related facilities, and responding to such
challenges has further increased the costs associated with establishing new
facilities or expanding current facilities. A significant judgment against the
Company, the loss of a significant permit or license or the imposition of a
significant fine could have a material adverse effect on the Company's business,
financial condition and future prospects. The Company has been engaged in legal
and administrative proceedings in several states arising out of certain vehicle
manufacturers' attempts to limit the number and timing of the Company's
acquisitions of franchised automobile dealerships. The Company is also currently
a party to various other administrative and legal proceedings, particularly in
its automotive rental business, which have arisen in the ordinary course of its
business. No assurance can be given with respect to the outcome of these
administrative and legal proceedings and the effect such outcomes may have on
the Company.
Seasonality; Dependence on Travel Industry and Fuel Supply. There can be
no assurance that protracted periods of inclement weather, decrease in air
travel or any other occurrences that disrupt travel patterns, disruption of fuel
supplies or increases in fuel prices will not have a material adverse effect on
the
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Company's automotive rental, automotive retail, automotive financial services or
solid waste services businesses and financial condition.
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 automotive retailing industry are each
changing as a result of rapid consolidation. The future success of the Company
will be affected by such changes, the nature of which cannot be forecast with
certainty. There can be no assurance that such developments will not create
additional competitive pressures on some or all of the Company's businesses.
Acquisition Strategy. The Company has an aggressive acquisition strategy
that has involved, and is expected to continue to involve, the acquisition of a
significant number of additional companies. There can be no assurance, however,
that significant acquisitions will continue to occur at the same pace or be
available to the Company on favorable terms, if at all, or that acquired
companies will be effectively integrated to realize expected efficiencies and
economies of scale.
Possible Depressing Effect of Future Sales of Common Stock. Since August
1995 and as of the date hereof, the Company has registered for sale, from time
to time on a continuous basis under several shelf registration statements, by
certain selling stockholders, an aggregate of approximately 343.8 million shares
of Common Stock (including the Shares registered hereunder). Future sales of
such shares not yet sold, or the perception that such sales could occur, could
adversely affect the market price of Common Stock. There can be no assurance as
to when, and how many of, such shares will be sold and the effect such sales may
have on the market price of Common Stock. In addition, the Company intends to
continue to issue Common Stock in connection with certain of its acquisitions or
in other transactions. Such securities may be subject to resale restrictions in
accordance with the Securities Act and the regulations promulgated thereunder.
As such restrictions lapse or if such shares are registered for sale to the
public, such securities may be sold to the public. To facilitate the issuance of
Common Stock in making acquisitions, the Company has registered an additional
41.2 million shares of Common Stock pursuant to an acquisition shelf
registration statement, an aggregate of approximately 21.5 million shares of
which have been issued as of September 15, 1997. In the event of the issuance
and subsequent resale of a substantial number of shares of Common Stock, or a
perception that such sales could occur, there could be a material adverse effect
on the prevailing market price of Common Stock.
Dependence on Key Personnel. The Company's future success depends to a
significant extent on certain key executive officers, the loss of whom (whether
such loss is through resignation or other causes) could have a material adverse
effect on the Company's business and future prospects and the prevailing market
price of the Company's Common Stock.
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."
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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 September 10, 1997, and the aggregate number of shares of
Common Stock registered hereby that each Selling Stockholder may offer and sell
pursuant to this Prospectus. 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,
no estimate can be made of the number of Shares that each Selling Stockholder
may retain upon completion of the Offering. However, assuming all of the Shares
offered hereunder are sold by the Selling Stockholders, then unless otherwise
noted, after completion of the Offering, none of the Selling Stockholders will
own more than one percent of the shares of Common Stock outstanding. All of the
24,747,432 shares offered hereby 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
endnotes to the following table.
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SHARES BENEFICIALLY SHARES TO BE OFFERED FOR THE
OWNED PRIOR TO SELLING STOCKHOLDER'S
SELLING STOCKHOLDERS THE OFFERING ACCOUNT
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April Lorraine Anstett.................................. 15,256 15,256
Edna T. Anstett trustee The Edna T. Anstett Trust....... 472,849 472,849
Joseph Anstett and Hope Anstett trustees The Anstett
Family Trust(1)....................................... 2,691,732 2,691,732
Joseph Anstett and Thomas A. Isola trustees SSDS, Inc.
Liquidating Trust(1).................................. 387,603 387,603
Joseph Anstett and Thomas A. Isola trustees ETN, Inc.
Liquidating Trust(1).................................. 29,195 29,195
William Joseph Anstett(2)............................... 15,256 15,256
James J. Bayer and Toni Isola Bayer trustees The James
and Toni Bayer Family 1993 Trust...................... 191,276 191,276
Brett A. Bauman(3)...................................... 122,033 122,033
Alberto E. de la Cruz(4)................................ 251,884 251,884
Carlos M. de la Cruz, Sr. and Rosa R. de la Cruz,
JTWROS(4)............................................. 186,746 186,746
Carlos M. de la Cruz, Sr.(4)............................ 854,608 854,608
Carlos M. de la Cruz, Jr.(4)............................ 212,288 212,288
Rosa R. de la Cruz(4)................................... 35,096 35,096
Carlos M. Diaz(5)....................................... 25,546 25,546
Isabel de la Cruz Ernst(4).............................. 186,746 186,746
Valerie Estes executor The Estate of Linda Arata........ 1,101,105 1,101,105
Valerie Estes trustee David Arata Family Trust B........ 1,101,105 1,101,105
Valerie Estes........................................... 198,827 198,827
Derrick Grenier......................................... 71,961 71,961
David Kimberley Hackett(6).............................. 492,144 492,144
Leo P. Hillock(7)....................................... 59,193 59,193
Inez Isola trustee The Christina J. Isola Trust, dated
12/3/93............................................... 75,976 75,976
Inez Isola trustee The Thomas A. Isola II Trust, dated
12/3/93............................................... 75,976 75,976
John Richard Isola trustee John Richard Isola 1993
Trust................................................. 191,276 191,276
Richard Isola trustee The Isola -- Deluca Trust(1)...... 402,688 402,688
Richard Isola trustee The Survivors Trust under the
Isola Family 1980 Trust(1)............................ 929,149 929,149
Richard Isola and Linda Isola trustees The Richard John
Isola Family 1990 Trust dated 5/16/90(1).............. 1,143,890 1,143,890
Richard John Isola trustee The Eleanore Isola Trust for
John Richard Isola(1)................................. 458,332 458,332
Richard John Isola trustee The Eleanore Isola Trust for
Toni Isola-Bayer(1)................................... 458,332 458,332
Richard Isola and Linda Isola, Joint Tenants(1)......... 236,578 236,578
Richard Isola(1)........................................ 1,525 1,525
Thomas A. Isola and Mary June Isola trustees The Thomas
A. Isola Family 1989 Trust(1)......................... 4,509,750 4,509,750
Thomas A. Isola trustee The Thomas A. Isola Trust(1).... 531,955 531,955
Thomas A. Isola trustee The Alfred & Inez Isola Trust
Agreement for Christina Jeannene Isola dated
12/24/88(1)........................................... 28,834 28,834
Thomas A. Isola trustee The Alfred & Inez Isola Trust
Agreement for Thomas Alfred Isola II, dated
12/29/88(1)........................................... 28,834 28,834
</TABLE>
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<TABLE>
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SHARES BENEFICIALLY SHARES TO BE OFFERED FOR THE
OWNED PRIOR TO SELLING STOCKHOLDER'S
SELLING STOCKHOLDERS THE OFFERING ACCOUNT
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Rebecca G. Lahr......................................... 68,653 68,653
Lawyers Title Exchange Company.......................... 376,368 376,368
Aldo Lippetti trustee The Lippetti Family Trust(1)...... 64,839 64,839
Aldo Lippetti trustee The Aldo Lippetti Grantor Retained
Annuity Trust U/A dated 2/16/95(1).................... 343,997 343,997
Aldo Lippetti trustee Lippetti Family By Pass Trust U/A
dated 7/31/87(1)...................................... 660,807 660,807
John F. Lovern(8)....................................... 668,564 668,564
Rebecca A. Lovern(7).................................... 11,839 11,839
Robert W. Lovern(8)..................................... 668,564 668,564
Robert W. Navarre II(9)................................. 1,252,284 1,252,284
Julie Pierce............................................ 30,008 30,008
Mitchell D. Pierce(10).................................. 2,045,480 2,045,480
Mitchell D. Pierce, Custodian for Gavin Pierce(10)...... 12,218 12,218
Mitchell D. Pierce, Custodian for Sophie Pierce(10)..... 12,218 12,218
Mitchell D. Pierce, Custodian for Maxwell Pierce(10).... 12,218 12,218
Renee Sefrit Grenier Samara............................. 71,961 71,961
Andy M. Severyn(3)...................................... 48,813 48,813
Charles Peter Simaz..................................... 110,825 110,825
Samuel G. Swope(11)..................................... 512,232 512,232
</TABLE>
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(1) Served as an officer and/or director of and/or held an equity interest in,
Silver State Disposal Service, Inc. and/or Environmental Technologies of
Nevada, Inc. (collectively, the "Silver State Companies") prior to the
Company's acquisition of substantially all of the assets of such companies.
(2) Serves as an officer of the subsidiary of the Company which now operates
the assets acquired from the Silver State Companies.
(3) Served as an officer and/or director of, and/or held an equity interest in,
Pierce Automotive Corporation and/or certain related entities prior to the
Company's acquisition of such companies. Andy Severyn and Brett Bauman
continue to serve as officers of The Pierce Corporation II, Inc., and
certain related entities as of the date of this Prospectus.
(4) Served as an officer and/or director of, and/or held an equity interest in
Beacon Motors, Inc., Bengal Motors, Inc., Bull Motors, Inc., Central
Motors, Inc., and/or related entities, (the "De La Cruz Entities") prior to
the Company's acquisition of such companies. Carlos de la Cruz, Sr.
continues to serve as an officer and director of the De La Cruz Entities as
of the date of this Prospectus.
(5) Served as an officer and/or director of, and/or held an equity interest in
one or more of the De La Cruz Entities prior to the Company's acquisition
of such companies. Carlos Diaz continues to serve as an officer of the De
La Cruz Entities as of the date of this Prospectus.
(6) Served as an officer and/or director of, and/or held an equity interest in,
Courtesy Auto Group, Inc., prior to the Company's acquisition of such
company. David Kimberley Hackett continues to serve as an officer of
Courtesy Auto Group, Inc., as of the date of this Prospectus.
(7) Served as an officer and/or director of, and/or held an equity interest in
the Powell Motor Company prior to the Company's acquisition of such
company. Leo P. Hillock continues to serve as an officer of Powell Motor
Co., Lovern, Inc. and The Consulting Source, Inc. ("Powell Group").
(8) Served as an officer and/or director of, and/or held an equity interest in
the Powell Group prior to the Company's acquisition of such companies.
(9) Served as an officer and/or director of, and/or held an equity interest in
Libertyville Enterprises, Inc., prior to the Company's acquisition of such
company. Robert W. Navarre II continues to serve as an officer of
Libertyville Enterprises, Inc., as of the date of this Prospectus.
(10) Served as an officer and/or director of, and/or held an equity interest in,
Pierce Automotive Corporation and/or certain related entities prior to the
Company's acquisition of such companies. Mitchell Pierce continues to serve
as an officer and director of Pierce Automotive Corporation and certain
related entities as of the date of this Prospectus.
(11) Served as an officer and/or director of, and/or held an equity interest in,
Courtesy Auto Group, Inc., prior to the Company's acquisition of such
company. Samuel Swope continues to serve as a director of Courtesy Auto
Group, Inc., as of the date of this Prospectus.
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PLAN OF DISTRIBUTION
The Selling Stockholders or pledgees may sell or distribute some or all of
the Shares from time to time through 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 the NYSE or other exchanges on
which the Common Stock may be listed for trading, in privately negotiated
transactions(including sales pursuant to pledges) or in the over-the-counter
market, or in brokerage transactions, or in a combination of such transactions.
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, or other agents 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, or other agent 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 brokers, dealers or other 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 brokers, dealers or other 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, 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 the applicable period
under Regulation M 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 Rule 10b-5 and Regulation M, 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, concessions and discounts of brokers, dealers or other agents. Each
Selling Stockholder may indemnify any broker, dealer, or other agent that
participates in transactions involving sales of the Shares against certain
liabilities, including liabilities arising under the Securities Act. The Company
may agree to indemnify the Selling Stockholders and any such statutory
"underwriters" and controlling persons of such "underwriters" against certain
liabilities, including certain liabilities under the Securities Act.
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.
DESCRIPTION OF CAPITAL STOCK
The Third Amended and Restated Certificate of Incorporation of the Company
(the "Certificate of Incorporation") authorizes capital stock consisting of
1,500,000,000 shares of Common Stock, par value $.01 per share, and 5,000,000
shares of preferred stock ("Preferred Stock"). There were 419,630,262 shares of
Common Stock, and no shares of Preferred Stock, issued and outstanding as of
September 8, 1997. The following summary description of the capital stock of the
Company is qualified in its entirety by reference to
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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.
Certificate of Incorporation and Bylaws. The Company's Certificate of
Incorporation was amended on November 28, 1995 to (i) change the Company's
corporate name to Republic Industries, Inc., and (ii) to eliminate all
provisions relating to classes of the Board of Directors. The directors of the
Company are elected each year at the annual meeting of the stockholders for
terms of one year and until their successors are elected and qualified; existing
directors may nominate and elect qualified persons to fill vacancies on the
Board of Directors. The Certificate of Incorporation was amended on May 15, 1996
to increase the number of authorized shares of Common Stock to 500,000,000 from
350,000,000. The Certificate of Incorporation was amended on May 13, 1997 to
increase the number of authorized shares of Common Stock to 1,500,000,000 from
500,000,000. The Company's Bylaws provide that directors may be removed for
cause by vote of two-thirds of the other directors or by vote of a majority of
stockholders, and may be removed without cause by the vote of a majority of
stockholders at a meeting called for such purpose.
Transfer Agent and Registrar. The Transfer Agent and Registrar for the
Common Stock is First Chicago Trust Company of New York.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for the
Company by Akerman, Senterfitt & Eidson, P.A., Miami, Florida. Certain attorneys
employed by Akerman, Senterfitt & Eidson, P.A. beneficially own an aggregate of
approximately 550,000 shares of Republic Common Stock as of the date hereof.
EXPERTS
The consolidated financial statements (restated) and schedule and
supplemental consolidated financial statements for the Company as of December
31, 1996 and 1995 and for each of the years in the three-year period ended
December 31, 1996, the consolidated financial statements of AutoNation
Incorporated and subsidiaries as of December 29, 1996 and December 31, 1995 and
for the 52-week period ended December 29, 1996 and for the period from inception
(September 12, 1995) to December 31, 1995, the combined financial statements of
Kendall Automotive Group as of and for the ten-month period ended October 31,
1996, the consolidated financial statements of National Car Rental System, Inc.
and Subsidiaries as of May 31, 1996 and for the period from inception (April 4,
1995) to May 31, 1996, the combined financial statements of AAA Disposal as of
and for the year ended December 31, 1996, the combined financial statements of
Pierce Automotive Group as of and for the year ended December 31, 1996, and the
consolidated financial statements of Snappy Car Rental, Inc. as of December 28,
1996 and December 31, 1995 and for each of the two years in the period ended
December 28, 1996, incorporated by reference in this Registration Statement have
been
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audited by Arthur Andersen LLP, independent certified public accountants, to the
extent and for the periods as indicated in their reports with respect thereto.
The combined financial statements of Carlisle Motors, Inc. as of November 30,
1996 and for the eleven month period ended November 30, 1996 and the combined
financial statements of the John Lance Company as of and for the year ended
December 31, 1996 incorporated by reference in this Registration Statement have
been audited by George B. Jones & Co., P.C., independent certified public
accountants, to the extent and for the period as indicated in their report with
respect thereto. The consolidated financial statements of National Car Rental
System, Inc. and Subsidiaries as of May 31, 1995 and December 31, 1994 and for
the five month period ended May 31, 1995 and for the years ended December 31,
1994 and 1993 incorporated by reference in this Registration Statement have been
audited by Deloitte & Touche LLP, independent auditors, as stated in their
report which is incorporated herein by reference. The consolidated financial
statements of Ed Mullinax, Inc. and Subsidiaries as of April 30, 1996 and 1995
and for each of the two years in the period ended April 30, 1996 incorporated by
reference in this Registration Statement have been audited by Dixon, Odom & Co.,
L.L.P., independent certified public accountants, to the extent and for the
periods as indicated in their reports with respect thereto. The combined
financial statements of Maroone Automotive Group as of December 31, 1996 and
1995 and for each of the two years in the period ended December 31, 1996
incorporated by reference in this Registration Statement have been audited by
Crowe, Chizek and Company LLP, independent certified public accountants, to the
extent and for the periods as indicated in their reports with respect thereto.
The combined financial statements of Wallace Automotive Group as of and for the
year ended December 31, 1996 incorporated by reference in this Registration
Statement have been audited by Goldenberg Rosenthal Friedlander LLP, independent
certified public accountants, to the extent and for the periods as indicated in
their report with respect thereto. The financial statements of Taormina
Industries, Inc. as of December 31, 1996 and 1995 and for the two years in the
period ended December 31, 1996 incorporated by reference in this Registration
Statement have been audited by McGladrey & Pullen, LLP, independent certified
public accountants, to the extent and for the periods as indicated in their
report with respect thereto. The consolidated financial statements of Shad
Management Company and Consolidated Investees as of December 31, 1996 and for
the period from April 1, 1996 to December 31, 1996 incorporated by reference in
this Registration Statement have been audited by KPMG Peat Marwick LLP,
independent certified public accountants, to the extent and for the periods as
indicated in their report with respect thereto. The combined financial
statements of The Chesrown Automotive Group as of and for the year ended
December 31, 1996 incorporated by reference in this Registration Statement have
been audited by Bailey Saetveit & Co., P.C., independent certified public
accountants, to the extent and for the period as indicated in their report with
respect thereto. The consolidated financial statements of Spirit Rent-A-Car,
Inc. and subsidiary as of and for the years ended December 31, 1996 and 1995
incorporated by reference in this Registration Statement have been audited by
Cohen & Company, independent certified public accountants, to the extent and for
the periods as indicated in their report with respect thereto. The combined
financial statements of Ditschman/Flemington Ford -- Lincoln -- Mercury, Inc.
and related entities as of and for the year ended December 31, 1996 incorporated
by reference in this Registration Statement have been audited by Ehrenkrantz
Sterling & Co., LLC, independent certified public accountants, to the extent and
for the period indicated in their report with respect thereto. The financial
statements of Bledsoe Dodge, Inc. as of and for the years ended December 31,
1996 and 1995 incorporated by reference in this Registration Statement have been
audited by Coopers & Lybrand L.L.P., independent certified public accountants,
to the extent and for the periods as indicated in their report with respect
thereto. The combined financial statements of Bankston Automotive Group as of
and for the year ended March 31, 1997 incorporated by reference in this
Registration Statement have been audited by Turner & Vedrenne, independent
certified public accountants, to the extent and for the period as indicated in
their report with respect thereto. The financial statements of York Waste
Disposal, Inc. as of and for the years ended December 31, 1996 and 1995
incorporated by reference in this Registration Statement have been audited by
Miller & Co. LLP, independent certified public accountants, to the extent and
for the periods as indicated in their report with respect thereto. The combined
financial statements of Silver State Disposal Service, Inc. and Affiliates as of
and for the year ended September 30, 1996 incorporated by reference in this
Registration Statement have been audited by Piercy, Bowler, Taylor and Kern,
independent certified public accountants, to the extent and for the periods as
indicated in their report with respect thereto. The financial statements of
Courtesy Auto Group as of and for the years ended December 31, 1996 and 1995
incorporated by reference in
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this Registration Statement have been audited by Bowden & Wood, independent
certified public accountants, to the extent and for the periods as indicated in
their report with respect thereto. As indicated in their reports with respect
thereto, the financial statements and schedule referred to above have been
incorporated by reference herein in reliance upon the authority of said firms as
experts in accounting and auditing in giving said reports.
The combined financial statements of De La Cruz Auto Group as of and for
the year ended December 31, 1996 incorporated by reference in this Registration
Statement have been audited by Price Waterhouse LLP, independent certified
public accountants. Such financial statements have been so included in reliance
on their report given on the authority of said firm as experts in auditing and
accounting.
The combined financial statements of Grubb Automotive, Inc. as of and for
the years ended December 31, 1996 and 1995, appearing in the Company's Current
Report on Form 8-K dated June 13, 1997, and the combined financial statements of
Grubb Automotive, Inc. as of and for the year ended December 31, 1995, appearing
in the Company's Current Report on Form 8-K dated January 27, 1997, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their
reports thereon included therein and incorporated herein by reference. Such
combined financial statements are incorporated herein by reference in reliance
upon such reports given upon the authority of such firm as experts in accounting
and auditing.
The financial statements of Value Rent-A-Car, Inc. as of and for the year
ended December 31, 1996, appearing in the Company's Current Report on Form 8-K
dated September 15, 1997, have been audited by Ernst & Young LLP, independent
certified public accountants, as set forth in their report thereon included
therein and incorporated herein by reference. Such financial statements are
incorporated herein by reference in reliance upon such report given upon the
authority of such firm as experts in accounting and auditing.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act are incorporated by reference and made a
part of this Prospectus: (i) the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1996; (ii) all other reports filed pursuant to
Section 13(a) or 15(d) of the Exchange Act since December 31, 1996, specifically
including the Company's Quarterly Reports on Form 10-Q for the quarterly periods
ended March 31, 1997 and June 30, 1997 and the Company's Current Reports on Form
8-K dated January 3, 1997, January 5, 1997, January 14, 1997, January 16, 1997
(as amended on Form 8-K/A), January 20, 1997, January 27, 1997, January 30,
1997, February 4, 1997, February 24, 1997, February 27, 1997 (as amended on Form
8-K/A), April 10, 1997, May 14, 1997, June 13, 1997, August 19, 1997 and
September 15, 1997; (iii) the description of the Common Stock contained in the
Company's Registration Statement on Form 8-A, dated June 19, 1981, as amended;
and (iv) the Company's Proxy Statement dated April 4, 1997 relating to the 1997
Annual Meeting of Stockholders held May 13, 1997, and the Company's Proxy
Statement dated December 13, 1996 related to the Special Meeting of Stockholders
held January 16, 1997.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to
the termination of the Offering shall be deemed to be incorporated by reference
in this Prospectus and to be a part hereof from the date of filing of such
documents. Any statement contained in a document or information incorporated or
deemed to be incorporated herein by reference shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any subsequently filed document that also is, or is
deemed to be, incorporated herein by reference, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
The making of a modifying or superseding statement shall not be deemed an
admission that the modified or superseded statement, when made, constituted a
misrepresentation, an untrue statement of a material fact or an omission to
state a material fact that is required to be stated or that is necessary to make
a statement not misleading in light of the circumstances in which it was made.
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THE COMPANY UNDERTAKES TO PROVIDE, WITHOUT CHARGE, TO EACH PERSON,
INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED,
UPON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY AND ALL OF THE
DOCUMENTS OR INFORMATION REFERRED TO ABOVE THAT HAS BEEN OR MAY BE INCORPORATED
BY REFERENCE IN THIS PROSPECTUS (EXCLUDING EXHIBITS TO SUCH DOCUMENTS UNLESS
SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE). REQUESTS SHOULD BE
DIRECTED TO JAMES O. COLE, SECRETARY, REPUBLIC INDUSTRIES, INC., 450 EAST LAS
OLAS BOULEVARD, SUITE 1200, FT. LAUDERDALE, FLORIDA 33301, TELEPHONE: (954)
713-5200.
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