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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 4, 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 5. Other Events.
On February 4, 1997, Republic Industries, Inc. (the "Registrant") announced its
intention to acquire Courtesy Auto Group, Inc. ("Courtesy") in a merger
transaction (the "Courtesy Merger"). Courtesy owns and operates Saturn, Pontiac,
Acura, Isuzu, Suzuki and Kia dealerships in Orlando, Florida. It is contemplated
that the Registrant will issue shares of its common stock, $0.01 par value
("Common Stock") having a value of approximately $30 million in connection with
the Courtesy Merger.
On February 24, 1997,the Registrant announced its intention to acquire Joe Myers
Automotive Group ("Myers") in a merger transaction (the "Myers Merger"). Myers
owns and operates Ford, Toyota, Mitsubishi, Mazda and Kia dealerships in
Houston, Texas. It is contemplated that the Registrant will issue shares of
Common Stock having a value of approximately $33 million in connection with the
Myers Merger. On April 2, 1997, Toyota Motor Sales, U.S.A., Inc., and its
regional distributor, Gulf States Toyota, Inc. (collectively, "Toyota") jointly
filed a petition with the Texas Motor Vehicle Board (the "Board") seeking, among
other things, to enjoin the proposed acquisition by Republic of Joe Myers
Toyota, Inc., a component company of Myers, alleging that such acquisition would
be detrimental to the public interest. The Registrant believes such petition to
be without merit and intends to vigorously contest Toyota's position.
On February 26, 1997,the Registrant announced its intention to acquire Shad
Management Company ("Shad") in a merger transaction (the "Shad Merger"). Shad
owns and operates Ford, Chrysler-Plymouth and Jeep-Eagle dealerships in
Jacksonville, Florida. It is contemplated that the Registrant will issue shares
of Common Stock having a value of approximately $13.5 million in connection with
the Shad Merger.
On March 5, 1997, the Registrant announced its intention to acquire Flemington
Car and Truck Country and Nassau Conover's family of dealers (collectively,
"Flemington") in a merger transaction (the "Flemington Merger"). Flemington owns
and operates Ford, Lincoln-Mercury, Volkswagen, Porsche, Audi, BMW, Buick, GMC,
Chevrolet-Geo, Chrysler, Plymouth, Dodge, Jeep-Eagle, Mazda, Subaru, Pontiac,
Mitsubishi, LandRover, Isuzu, Infiniti and Nissan dealerships in Flemington and
Princeton, New Jersey. It is contemplated that the Registrant will issue shares
of Common Stock having a value of approximately $55 million in connection with
the Flemington Merger.
On March 12 , 1997, the Registrant announced its intention to acquire The
Chesrown Automotive Group ( "Chesrown") in a merger transaction (the "Chesrown
Merger"). Chesrown owns and operates Chevrolet, Geo, Ford, Kia, Dodge,
Lincoln-Mercury and Mazda dealerships in the Denver and Boulder, Colorado areas.
It is contemplated that the Registrant will issue Common Stock having a value of
approximately $65 million in connection with the Chesrown Merger.
On March 12, 1997, the Registrant announced its intention to acquire Bankston
Enterprises ("Bankston") in a merger transaction (the "Bankston Merger").
Bankston owns and operates Lincoln-Mercury, Saab, Ford and Nissan dealerships in
the Dallas, Texas area. It is contemplated that the Registrant will issue shares
of Common Stock having a value of approximately $40 million in connection with
the Bankston Merger.
On March 19, 1997, the Registrant announced its intention to acquire Bledsoe
Dodge, Inc. ("Bledsoe") in a merger transaction (the "Bledsoe Merger"). Bledsoe
owns and operates Dodge franchise locations in Dallas, Arlington and
Duncanville, Texas. It is contemplated that the Registrant will issue shares of
Common Stock having a value of approximately $42 million in connection with the
Bledsoe Merger.
On March 31, 1997, the Registrant announced its intention to acquire all of the
Arizona-based automotive interests of Mitch Pierce (collectively, "Pierce") in a
merger transaction (the "Pierce Merger"). It is
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contemplated that the Registrant will issue shares of Common Stock having a
value of approximately $48 million in connection with the Pierce Merger.
Consummation of each of the mergers described herein is subject to customary
conditions, including receipt of regulatory and manufacturer approvals.
The descriptions contained herein of the mergers are qualified in their entirety
by reference to the Press Releases, dated February 4, 1997, February 24, 1997,
February 26, 1997, March 5, 1997, March 12, 1997, March 19, 1997 and March 31,
1997, attached hereto as Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, 99.6 and 99.7,
respectively, which are incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(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
---------------------------------
Michael S. Karsner
Senior Vice President and Chief Financial Officer
Date: April 11, 1997
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REPUBLIC INDUSTRIES, INC.
EXHIBIT INDEX
Number and
Description of Exhibit
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1. None
2. None
4. None
16. None
17. None
21. None
23. None
24. None
27. None
99.1 Press Release, dated February 4, 1997.
99.2 Press Release, dated February 24, 1997.
99.3 Press Release, dated February 26, 1997.
99.4 Press Release, dated March 5, 1997.
99.5 Press Release, dated March 12, 1997.
99.6 Press Release, dated March 19, 1997.
99.7 Press Release, dated March 31, 1997.
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Exhibit 99.1
REPUBLIC
INDUSTRIES
450 East Las Olas Boulevard
Suite 1200
Fort Lauderdale, Florida 33301
954-713-5200
FOR IMMEDIATE RELEASE CONTACT: MICHAEL KARSNER
- --------------------- (954) 713-5230
REPUBLIC INDUSTRIES TO ACQUIRE COURTESY AUTO GROUP, INC.
Ft. Lauderdale, Florida (February 4, 1997)--Republic Industries, Inc.
(NASDAQ:RWIN) announced today that it has signed a definitive agreement to
acquire Courtesy Auto Group, Inc. Courtesy owns and operates Saturn, Pontiac,
Acura, Isuzu, Suzuki and Kia dealerships in the Orlando, Florida market.
Steven R. Berrard, President and Co-Chief Executive Officer of
Republic, stated, "We are extremely pleased to welcome Courtesy to our rapidly
expanding automotive group. Courtesy is an excellent fit for our expansion plans
in the Orlando market."
Kim Hackett, President of Courtesy, stated, "We look forward to our new
association with Republic and AutoNation USA. The combination provides us with
the opportunities to expand our business in and around the Orlando marketplace."
After the closing of the transaction, Kim Hackett will continue in his
role as President of Courtesy, and Sam Swope, Chairman & CEO of Courtesy, will
remain with Courtesy as Executive Advisor. The transaction, which is valued at
approximately $30 million in Republic common stock is being accounted for as a
purchase. The transaction is subject to customary closing conditions, including
appropriate manufacturer approvals.
Republic is a diversified company operating in the automotive, solid
waste, electronic security and out-of-home media industries.
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Exhibit 99.2
REPUBLIC
INDUSTRIES
450 East Las Olas Boulevard
Suite 1200
Fort Lauderdale, Florida 33301
954-713-5200
954-713-2115 Fax
FOR IMMEDIATE RELEASE CONTACT: MICHAEL KARSNER
- --------------------- (954) 713-5230
REPUBLIC INDUSTRIES TO ACQUIRE DEALERSHIPS
Ft. Lauderdale, Florida (February 24, 1997)--Republic Industries, Inc.
(NASDAQ:RWIN) announced today it has signed definitive agreements to acquire
Kendall Toyota and Joe Myers Automotive Group. Kendall owns and operates Toyota,
Lexus and Kia dealerships in Miami, Florida. Joe Myers owns and operates Ford,
Toyota, Mitsubishi, Mazda and Kia dealerships in Houston, Texas.
Steven R. Berrard, President and Co-Chief Executive Officer of
Republic, stated, "We are extremely pleased that these two strong dealerships
have chosen to join Republic in our expanding automotive efforts. Kendall and
Joe Myers are a tremendous complement to our automotive plans in the South
Florida and Houston markets."
Gerald Bean, President of Kendall Toyota, stated, "We are very excited
about Republic's automotive strategy and look forward to being part of their
future success."
Joe Myers, President of Joe Myers Automotive Group, stated, "We are
pleased to be joining such a dynamic company and look forward to assisting
Republic as it is revolutionizing the automotive retailing industry."
After the closing of the transaction, Gerald Bean and Joe Myers will
continue in their roles at their respective dealerships. The transactions are
valued at approximately $75 million and will be paid in Republic common stock.
Kendall Toyota is being accounted for as a purchase and Joe Myers Automotive is
being accounted for as a pooling of interests. The transactions are subject to
customary closing conditions, including appropriate manufacturer approvals.
Republic is a diversified company operating in the automotive, solid
waste and electronic security industries.
##
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Exhibit 99.3
REPUBLIC
INDUSTRIES
450 East Las Olas Boulevard
Suite 1200
Fort Lauderdale, Florida 33301
954-713-5200
954-713-2115 Fax
FOR IMMEDIATE RELEASE CONTACT: DAVID POTTS
(954) 713-5233
REPUBLIC INDUSTRIES ANNOUNCES ACQUISITIONS
Ft. Lauderdale, Florida (February 26, 1997)--Republic Industries, Inc.
(NASDAQ:RWIN) today announced it has signed a definitive agreement to acquire
Shad Management Company. Shad Management owns and operates Ford,
Chrysler-Plymouth and Jeep-Eagle dealerships in the Jacksonville, Florida
market.
Steven R. Berrard, President and Co-Chief Executive Officer of
Republic, stated, "We are excited about the addition of Shad Management to our
rapidly expanding automotive group. Mike Shad and his management team will play
an important role in the development of the Florida market."
Separately, the Company announced it has signed a definitive agreement
to acquire AAA Disposal Services, Inc. AAA Disposal provides solid waste
collection services to residential, commercial and industrial customers in
Northeast Virginia.
Whit Hudson, Chairman of Republic's Solid Waste and Security Division,
stated, "We welcome AAA Disposal to our growing Solid Waste Division. Larry
Edwards, founder of AAA, and his management team have done a terrific job in the
Washington D.C. metropolitan market and we look forward to their continued
success."
After the closing of the transactions, Mike Shad and Larry Edwards will
continue in their roles at their respective companies. The transactions are
valued at approximately $120 million and will be paid for in Republic common
stock. The transactions are subject to customary closing conditions, including
appropriate approvals.
Republic is a diversified company operating in the automotive, solid
waste and electronic security industries.
##
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Exhibit 99.4
REPUBLIC
INDUSTRIES
450 East Las Olas Boulevard
Suite 1200
Fort Lauderdale, Florida 33301
954-713-5200
954-713-2118 Fax
FOR IMMEDIATE RELEASE CONTACTS: MICHAEL KARSNER
(954) 713-5230
JIM DONAHUE
(954) 713-5208
REPUBLIC INDUSTRIES TO ACQUIRE FLEMINGTON CAR AND TRUCK COUNTRY
Ft. Lauderdale, Florida (March 5, 1997)--Republic Industries, Inc.
(NASDAQ:RWIN) announced today that it has signed a definitive agreement to
acquire Flemington Car and Truck Country and Princeton's Nassau Conover's family
of dealerships. Flemington owns and operates 12 dealership locations in
Flemington and Princeton, New Jersey.
The dealerships sell and service vehicles under the brand names Ford,
Lincoln-Mercury, Volkswagen, Porsche, Audi, BMW, Buick, GMC, Chevrolet-Geo,
Chrysler, Plymouth, Dodge, Jeep- Eagle, Mazda, Subaru, Pontiac, Mitsubishi,
LandRover, Isuzu, Infiniti and Nissan.
Steve Berrard, President and Co-Chief Executive Officer of Republic,
said, "We are pleased to welcome Flemington to our rapidly expanding automotive
group. Steve Kalafer, Byron Brisby and their team are the perfect group to lead
our efforts as we enter the Mid-Atlantic market."
Steve Kalafer, Chairman and Chief Executive Officer of Flemington,
stated, "All of us at Flemington Car and Truck Country and Princeton's Nassau
Conover's family of dealerships look forward to our new affiliation with
Republic. Our merger with Republic provides us with additional significant
resources to expand our business operations and to provide our customers and
employees with even greater opportunities."
Byron Brisby, President and Chief Operating Officer of Flemington,
remarked, "We believe that the AutoNation concept is the future of car
retailing. We are excited about playing an important role as part of Republic's
automotive team in this revolutionary concept."
After the closing of the transaction Steve Kalafer and Byron Brisby
will continue in their respective roles as Chief Executive Officer and Chief
Operating Officer of Flemington.
--More--
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The transaction, which is valued at approximately $55 million, will be
paid for in Republic common stock and is being accounted for as a pooling. The
closing of the transaction is subject to customary conditions, including
appropriate regulatory and manufacturer approvals.
Republic is a diversified company operating in the automotive, solid
waste and electronic security industries.
##
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Exhibit 99.5
REPUBLIC
INDUSTRIES
450 East Las Olas Boulevard
Suite 1200
Fort Lauderdale, Florida 33301
954-713-5200
FOR IMMEDIATE RELEASE CONTACT: JIM DONAHUE
(954) 713-5208
REPUBLIC INDUSTRIES TO ACQUIRE AUTO DEALERSHIPS IN COLORADO, TEXAS
Fort Lauderdale, Florida (March 12, 1997) -- Republic Industries, Inc.
(NASDAQ:RWIN) announced today that it has signed definitive agreements to
acquire The Chesrown Automotive Group and Bankston Enterprises for $104 million
in Republic common stock. Each transaction is being accounted for as a pooling
of interests, and includes the related real estate.
Chesrown owns and operates Chevrolet, Geo, Ford, Kia, Dodge,
Lincoln-Mercury, and Mazda dealerships in the Denver and Boulder, Colorado
areas. Bankston owns and operates Lincoln-Mercury, Saab, Ford, and Nissan
dealerships in the Dallas, Texas area.
Steven R. Berrard, President and Co-Chief Executive Officer of
Republic, said, "Both The Chesrown Automotive Group and Bankston Enterprises are
well known and respected in their markets. We are very pleased that these two
strong dealerships have chosen to join the rapidly expanding Republic team."
Marshall Chesrown, President of The Chesrown Automotive Group, said,
"We believe that Republic's strategy for the new and used car businesses
represents the future of automotive retailing. We are excited to be a part of
Republic's vision and strategic direction for the future."
Jimmy Bankston, President of Bankston Enterprises, said, "We are proud
to be associated with Republic. We each share a strong commitment to customer
satisfaction and we are looking forward to working with Republic to improve
automotive retailing."
Both Marshall Chesrown and Jimmy Bankston have entered into long-term
employment agreements with Republic and will continue in their roles at their
respective dealerships. The transactions are subject to customary closing
conditions, including governmental and manufacturer approvals.
Republic is a diversified holding company with subsidiaries operating
in the solid waste services, electronic security services, automotive rental,
and automotive retailing industries.
###
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Exhibit 99.6
REPUBLIC
INDUSTRIES
450 East Las Olas Boulevard
Suite 1200
Fort Lauderdale, Florida 33301
954-713-5200
FOR IMMEDIATE RELEASE CONTACT: JIM DONAHUE
(954) 713-5208
REPUBLIC INDUSTRIES ACQUIRES BLEDSOE DODGE OF DALLAS
FT. LAUDERDALE, FLORIDA (March 19, 1997)---Republic Industries, Inc.
(NASDAQ:RWIN) announced today that it has signed a definitive agreement to
acquire Bledsoe Dodge, Inc. of Dallas, Texas for $42 million, payable in
Republic stock. The transaction is being accounted for as a pooling of
interests, and includes the related real estate owned by the dealership.
Bledsoe owns and operates Dodge franchise locations in Dallas,
Arlington and Duncanville, Texas. The Bledsoe dealerships are the first Dodge
dealerships that Republic has acquired in the Dallas area. Bledsoe Dodge, Inc.
had approximately $150 million in revenue in 1996. The transaction is subject to
customary conditions, including manufacturer and government approval.
Republic operates two AutoNation USA megastores in the Dallas market
and recently announced the acquisition of Bankston Enterprises, which operates
Lincoln-Mercury, Saab, Ford and Nissan dealerships, also in the Dallas area.
Commenting on the proposed acquisition, Republic President and Co-Chief
Executive Officer, Steven R. Berrard said, "The Bledsoe Dodge dealerships will
add measurably to Republic's ability to serve the automotive needs of the Dallas
area. In combination with the Bankston dealerships and the AutoNation megastores
in the area, the Bledsoe dealerships will be a welcome addition to the growing
Republic family of companies."
As part of the transaction, Matt Bledsoe, Bill Bledsoe and Randy
Courtney will sign long-term employment agreements with Republic. Matt Bledsoe,
44, President of Bledsoe Dodge, Inc. stated, "Bill, Randy and I are looking
forward to participating in Republic's strategic vision for the future of the
automotive industry. We believe the merger will provide our employees with
tremendous growth opportunities and our customers with the best customer service
in the industry."
Republic Industries, Inc. is a diversified holding company with
subsidiaries operating in the solid waste services, electronic security
services, automotive rental and automotive retailing industries.
###
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Exhibit 99.7
REPUBLIC
INDUSTRIES
450 East Las Olas Boulevard
Suite 1200
Fort Lauderdale, Florida 33301
954-713-5200
FOR IMMEDIATE RELEASE CONTACT: JIM DONAHUE
(954) 713-5208
REPUBLIC INDUSTRIES TO ACQUIRE
MITCH PIERCE'S AUTOMOTIVE COMPANIES IN ARIZONA
FORT LAUDERDALE, FLORIDA (March 31, 1997)---Republic Industries, Inc.
(NASDAQ:RWIN) announced today that it has signed a definitive agreement to
acquire all of the Arizona-based automotive interests of Mitch Pierce, including
Tempe Toyota, the AutoMart Superstore and Tempe Toy's Budget Lot for $48
million, payable in Republic stock. The transaction is being accounted for as a
pooling of interests, including related real estate, and is subject to customary
conditions, including manufacturer and government approval.
The dealership has received the Toyota Motor Sales President's award
for outstanding achievement in sales, service, customer satisfaction and
business management in three of the last four years and has been named to the
Toyota Leadership Board in each of the past two years. The three operations
combined had approximately $143 million in revenue in 1996.
Tempe Toyota is located in an automall that houses Lou Grubb Saturn of
Tempe, which Republic recently acquired. Republic also owns Bell Dodge in
Phoenix and owns and operates an AutoNation USA used vehicle megastore in
Chandler, Arizona.
As part of the transaction, Mitch Pierce, 39, will sign a long-term
employment agreement with Republic and will continue in his role at the
dealerships.
--More--
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Commenting on the proposed acquisition, Steven R. Berrard, President
and Co-Chief Executive Officer of Republic Industries said, "We are pleased to
welcome Mitch Pierce into the Republic family. Tempe Toyota is one of the
country's outstanding Toyota dealerships. Together with Mitch's other automotive
interests in Arizona, and Republic's existing automotive companies in the
Phoenix area, this acquisition makes Republic an even more formidable competitor
in this key market."
Mitch Pierce said, "We are extremely pleased to be joining with
Republic. We chose to join because we believe the Republic family of automotive
businesses represents the future of automotive retailing. As part of the
Republic team, we will be making an important contribution to that future."
Republic Industries, Inc. is a diversified holding company with
subsidiaries operating in the solid waste services, electronic security
services, automotive rental and automotive retailing industries.
###
