<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY __, 1998.
REGISTRATION NO. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
---------------------
REPUBLIC INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
---------------------
<TABLE>
<S> <C> <C>
DELAWARE 110 S.E. 6TH STREET 73-1105145
(State or other jurisdiction of FORT LAUDERDALE, FLORIDA 33301 (I.R.S. Employer Identification No.)
incorporation or organization) (954) 769-7200
(Address, including zip code, and
telephone number, including area
code of registrant's principal
executive offices)
</TABLE>
---------------------
JAMES O. COLE
SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
REPUBLIC INDUSTRIES, INC.
110 S.E. 6TH STREET
FT. LAUDERDALE, FLORIDA 33301
(954) 769-7200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
COPY TO:
JONATHAN L. AWNER, ESQ.
AKERMAN, SENTERFITT & EIDSON, P.A.
ONE SE THIRD AVE.
MIAMI, FLORIDA 33131
(305) 374-5600
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to
time after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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<TABLE>
<CAPTION>
===============================================================================================================================
PROPOSED PROPOSED
AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TITLE OF EACH CLASS OF SECURITIES TO BE OFFERING PRICE AGGREGATE REGISTRATION
TO BE REGISTERED REGISTERED PER UNIT(1) OFFERING PRICE(1) FEE
- -------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share....... 1,396,522 $21.4375 $29,937,940.37 $8,831.69
==============================================================================================================================
</TABLE>
(1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the
amount of the registration fee. The average of the high and low prices
reported on The New York Stock Exchange was $21.4375 on January 16, 1998.
---------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE> 2
REGISTRATION STATEMENT FILE NO. 333-
PROSPECTUS
1,396,522 SHARES
REPUBLIC INDUSTRIES, INC. (LOGO)
COMMON STOCK
This Prospectus relates to an aggregate of 1,396,522 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 and
other transactions not involving a public offering, including 4,071 shares which
may be offered for sale by a Selling Stockholder who may acquire such shares
pursuant to the exercise of certain outstanding options. 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 January 20, 1998, the last reported price for the
Common Stock as reported by the NYSE was $21.3755 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.
January __, 1998
<PAGE> 3
No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in or
incorporated by reference in this Prospectus in connection with the offer made
by this Prospectus and, if given or made, such information or representations
must not be relied upon as having been authorized by the Company or the Selling
Stockholders. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that there has
not been any change in the facts set forth in this Prospectus or in the affairs
of the Company since the date hereof. This Prospectus does not constitute an
offer or solicitation by anyone in any jurisdiction in which such offer or
solicitation is not authorized or in which the person making such offer or
solicitation is not qualified to do so or to anyone to whom it is unlawful to
make such offer or solicitation.
TABLE OF CONTENTS
<TABLE>
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PAGE
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<S> <C>
Available Information....................................... 2
The Company................................................. 3
Risk Factors................................................ 3
Use of Proceeds............................................. 6
Selling Stockholders........................................ 7
Plan of Distribution........................................ 8
Description of Capital Stock................................ 8
Legal Matters............................................... 9
Experts..................................................... 9
Incorporation of Certain Documents by Reference............. 11
</TABLE>
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.
2
<PAGE> 4
THE COMPANY
GENERAL
The Company is a diversified holding company with subsidiaries operating in
the automotive retailing, automotive rental, automotive financial services and
solid waste 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"), and
several other automotive rental companies as well as solid waste 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 110 S.E. 6th Street, Ft.
Lauderdale, Florida 33301, and its telephone number is (954) 769-7200.
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:
Risks of Automotive 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. 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. Additionally, as the Company opens new AutoNation
USA megastores and reconditioning centers such operations will incur fixed
operating and administrative costs immediately while revenue volume will tend to
grow more gradually. 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.
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 Incorporated ("AutoNation"), and companies that
the Company plans to acquire, are large enterprises with operations in
3
<PAGE> 5
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. Fleet cost is the single largest expense 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 of vehicles available to vehicle rental
companies through Repurchase Programs, eliminate Repurchase Programs or increase
vehicle costs, 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 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.
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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 automotive 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. The Company's
automotive rental operations and particularly the leisure travel segment is
highly seasonal. In these operations, the third quarter, which includes the peak
summer travel months, has historically been the strongest quarter of the year.
During the peak season, the Company increases its rental fleet and workforce to
accommodate increased rental activity. As a result, any occurrence that disrupts
travel patterns during the summer period could have a material adverse effect on
the annual performance of this segment. The first and fourth quarters for the
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Company's automotive rental operations are generally the weakest, when there is
limited leisure family travel and a greater potential for adverse weather
conditions. Many of the operating expenses such as rent, general insurance and
administrative personnel are fixed and cannot be reduced during periods of
decreased rental demand. 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 Company's businesses and financial
condition.
Competitive Environment. All of the Company's businesses operate in highly
competitive environments. In addition, the solid waste 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 345.2 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
shares of Common Stock in connection with acquisitions, the Company has
registered an additional 91.2 million shares of Common Stock pursuant to
acquisition shelf registration statements, an aggregate of approximately 31.1
million shares of which have been issued as of the date hereof. 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 January 13, 1998, 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. Of the
1,396,522 shares offered hereby, 1,392,451 shares are issued and outstanding as
of the date of this Prospectus and 4,071 shares have been reserved for issuance
by the Company to a Selling Stockholder upon the exercise of outstanding
options. 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.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES TO BE OFFERED FOR THE
OWNED PRIOR TO SELLING STOCKHOLDER'S
SELLING STOCKHOLDERS THE OFFERING ACCOUNT
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<S> <C> <C>
James B. Cardwell and Reba Jo Cardwell Co-
Trustees, The James B. Cardwell and Reba Jo
Cardwell Family Trust(1).................... 611,464 611,464
Dana Renee Carter Trustee, The Amber Lynn
Tuttle Trust(1)............................. 5,993 5,993
Larry E. Carter Trustee, The Dana Renee Carter
Trust(1).................................... 5,993 5,993
Larry E. Carter Trustee, The Kimberly Ann
Carter Trust(1)............................. 5,993 5,993
Larry E. Carter Trustee, The Larry E. and Dee
Carter Family Trust(1)...................... 593,486 593,486
Robert J. McDonald Trustee, The Robert and
Donna McDonald Family Trust(1).............. 166,745 166,745
Alex Muxo..................................... 116,904(2) 4,071(3)
Edward Reed(1)................................ 2,777 2,777
</TABLE>
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(1) Served as an officer and/or director of and/or held an equity interest in,
Desert GMC, Inc., Desert GMC-East, Inc., Desert Buick-GMC Management Group,
Inc., Desert Buick-GMC Trucks, Inc., and Desert Lincoln-Mercury, Inc.
(collectively, the "Desert Group Companies"), prior to the Company's
acquisition of such companies. As of the date of this Prospectus, Messrs.
Carter and McDonald continue to serve as officers of the Desert Group
Companies.
(2) Includes warrants to purchase 40,000 shares of Common Stock which are
currently exercisable, options to purchase 30,446 shares of Common Stock
which are currently exercisable and 46,458 shares of Common Stock of which
42,958 shares of Common Stock are held by Mr. Muxo an indepedent contractor
to the Company, and his wife as joint tenants. Does not include 30,444
options to purchase shares of Common Stock which are not currently
exercisable.
(3) Comprised of options to purchase shares of Common Stock which are not
currently exercisable by Mr. Muxo.
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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 434,459,415 shares of
Common Stock, and no shares of Preferred Stock, issued and outstanding as of
January 12, 1998. The following summary description of the capital stock of the
Company is qualified in its entirety by reference to
8
<PAGE> 10
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 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
9
<PAGE> 11
reference in this Registration Statement have been audited by Arthur Andersen
LLP, independent certified public accountants, to the extent and for the periods
as indicated in their reports with respect thereto.
The combined financial statements of 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, to the extent and for the periods
as indicated in their report with respect thereto.
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., PLLC, 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 The Wallace Companies 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 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 combined financial statements of 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. 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 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,
10
<PAGE> 12
independent certified public accountants, to the extent and for the periods as
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 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 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 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, June 30, 1997 and September 30, 1997 (as amended on Form
10-Q/A) 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,
11
<PAGE> 13
September 15, 1997, September 29, 1997, October 3, 1997 (as amended on Form
8-K/A), and November 20, 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.
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., 110 S.E. 6TH
STREET, 20TH FLOOR, FT. LAUDERDALE, FLORIDA 33301, TELEPHONE: (954) 769-7200.
12
<PAGE> 14
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses payable by the
Registrant in connection with the filing of this Registration Statement. All of
such expenses, other than the filing fee for the Commission, are estimates.
<TABLE>
<S> <C>
Securities and Exchange Commission Filing Fee............... $ 8,832
Printing and Engraving Expenses............................. $ 3,000
Legal Fees and Expenses..................................... $ 2,500
Accounting Fees and Expenses................................ $30,000
Blue Sky Fees and Expenses.................................. $ 1,000
-------
Total..................................................... $45,332
=======
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Certificate of Incorporation of the Company entitles the Board of
Directors to provide for indemnification of directors and officers to the
fullest extent provided by law, except for liability (i) for any breach of
director's duty of loyalty to the Company or its stockholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law, (iii) for unlawful payments of dividends, or for unlawful
stock purchases or redemptions, or (iv) for any transaction from which the
director derived an improper personal benefit.
Article VII of the Bylaws of the Company provides that to the fullest
extent and in the manner permitted by the laws of the State of Delaware and
specifically as is permitted under Section 145 of the General Corporation Law of
the State of Delaware, the Company shall indemnify any person who was or is a
party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative, other than an action by or in the right of the Company, by reason
of the fact that such person is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise against expenses, including attorneys' fees,
judgments, fines and amounts paid in settlement actually and reasonably incurred
in connection with such action, suit, or proceeding if he acted in good faith
and in a manner he reasonably believed to be in and not opposed to the best
interests of the Company, and with respect to any criminal action or proceeding,
he had no reasonable cause to believe his conduct was unlawful. Determination of
an action, suit, or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in and not opposed to the best interests of the
Company, and with respect to any criminal action or proceeding, had reasonable
cause to believe that his conduct was lawful.
The Bylaws provide that any decision as to indemnification shall be made:
(a) by the Board of Directors by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding; or (b) if
such a quorum is not obtainable, or even if obtainable, if a quorum of
disinterested directors so directs, by independent legal counsel in a written
opinion; or (c) by the stockholders. The Board of Directors may authorize
indemnification of expenses incurred by an officer or director in defending a
civil or criminal action, suit or proceeding in advance of the final disposition
of such action, suit or proceeding. Indemnification pursuant to these provisions
is not exclusive of any other rights to which those seeking indemnification may
be entitled under any bylaw, agreement, vote of stockholders or disinterested
directors or otherwise and shall continue as to a person who has ceased to be a
director or officer. The Company may purchase and maintain insurance on behalf
of any person who is or was a director or officer.
II-1
<PAGE> 15
Further, the Bylaws provide that the indemnity provided will be extended to
the directors, officers, employees and agents of any constituent corporation
(including any constituent of a constituent) absorbed in a consolidation or
merger which, if its separate existence had continued, would have had power and
authority to indemnify its directors, officers, and employees or agents so that
any person who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of such constituent
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, shall stand in the same
position under the provisions of the Bylaws with respect to the resulting or
surviving corporation as he/she would have with respect to such constituent
corporation if its separate existence had continued.
Under an insurance policy maintained by the Company, the directors and
officers of the Company are insured, within the limits and subject to the
limitations of the policy, against certain expenses in connection with the
defense of certain claims, actions, suits or proceedings, and certain
liabilities which might be imposed as a result of such claims, actions, suits or
proceedings, which may be brought against them by reason of being or having been
such directors or officers.
ITEM 16. EXHIBITS
The following exhibits are filed as part of this Registration Statement:
<TABLE>
<CAPTION>
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
<C> <S>
4.1 Third Amended and Restated Certificate of Incorporation of
Republic Industries, Inc. (incorporated by reference to
Exhibit 99 to the Registrant's Current Report on Form 8-K
dated May 14, 1997).
4.2 Bylaws of Republic Industries, Inc., as amended to date
(incorporated by reference to Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995).
5.1* Opinion of Akerman, Senterfitt & Eidson, P.A. as to the
validity of the Shares.
23.1 Consent of Akerman, Senterfitt & Eidson, P.A. (included in
Exhibit 5.1 above).
23.2* Consent of Arthur Andersen LLP
23.3* Consent of George B. Jones & Co., P.C.
23.4* Consent of Deloitte & Touche LLP
23.5* Consent of Dixon, Odom & Co., PLLC
23.6* Consent of Ernst & Young LLP
23.7* Consent of Crowe, Chizek and Company LLP
23.8* Consent of Goldenberg Rosenthal Friedlander LLP
23.9* Consent of McGladrey & Pullen LLP
23.10* Consent of Ehrenkrantz, Sterling & Co., LLC
23.11* Consent of Bailey Saetveit & Co., P.C.
23.12* Consent of Cohen & Company
23.13* Consent of Turner & Vedrenne
23.14* Consent of Miller & Co. LLP
23.15* Consent of Coopers & Lybrand L.L.P.
23.16* Consent of KPMG Peat Marwick LLP
23.17* Consent of Price Waterhouse LLP
23.18* Consent of Piercy, Bowler, Taylor & Kern
23.19* Consent of Bowden & Wood
23.20* Consent of Ernst & Young LLP
</TABLE>
- ---------------
* Filed herewith
II-2
<PAGE> 16
ITEM 17. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
ii) To reflect in the prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this Registration Statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in this Registration Statement;
iii) To include any material information with respect to the plan
of distribution not previously disclosed in this Registration Statement
or any material change to such information in this Registration
Statement.
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not
apply if the information required to be included in a post-effective amendment
by these paragraphs is contained in periodic reports filed with or furnished by
the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are
incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered herein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the Offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Exchange Act that is incorporated by reference in this
Registration Statement shall be deemed to be a new registration
statement relating to the securities offered herein, and the offering
of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in the
opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-3
<PAGE> 17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement or amendment thereto to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on
January 20, 1998.
REPUBLIC INDUSTRIES, INC.
By: /s/ H. WAYNE HUIZENGA
------------------------------------
H. Wayne Huizenga
Chairman of the Board and
Co-Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement or amendment thereto has been signed by the
following persons in the capacities indicated on January 20, 1998.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<C> <S>
/s/ H. WAYNE HUIZENGA Chairman of the Board and Co-Chief Executive
- ----------------------------------------------------- Officer (Principal Executive Officer)
H. Wayne Huizenga
/s/ STEVEN R. BERRARD Co-Chief Executive Officer, President and
- ----------------------------------------------------- Director
Steven R. Berrard
/s/ MICHAEL S. KARSNER Senior Vice President and Chief Financial
- ----------------------------------------------------- Officer (Principal Financial and Accounting
Michael S. Karsner Officer)
/s/ HARRIS W. HUDSON Vice Chairman and Director
- -----------------------------------------------------
Harris W. Hudson
/s/ MICHAEL G. DEGROOTE Director
- -----------------------------------------------------
Michael G. DeGroote
/s/ J.P. BRYAN Director
- -----------------------------------------------------
J.P. Bryan
/s/ RICK L. BURDICK Director
- -----------------------------------------------------
Rick L. Burdick
/s/ GEORGE D. JOHNSON, JR. Director
- -----------------------------------------------------
George D. Johnson, Jr.
/s/ JOHN J. MELK Director
- -----------------------------------------------------
John J. Melk
/s/ ROBERT J. BROWN Director
- -----------------------------------------------------
Robert J. Brown
</TABLE>
II-4
<PAGE> 18
EXHIBIT INDEX
<TABLE>
<CAPTION>
NUMBER EXHIBIT DESCRIPTION
- ------ -------------------
<C> <S>
4.1 Third Amended and Restated Certificate of Incorporation of
Republic Industries, Inc. (incorporated by reference to
Exhibit 99 to the Registrant's Current Report on Form 8-K
dated May 14, 1997).
4.2 Bylaws of Republic Industries, Inc., as amended to date
(incorporated by reference to Exhibit 3.2 to the
Registrant's Annual Report on Form 10-K for the year ended
December 31, 1995).
5.1* Opinion of Akerman, Senterfitt & Eidson, P.A. as to the
validity of the Shares.
23.2* Consent of Arthur Andersen LLP
23.3* Consent of George B. Jones & Co., P.C.
23.4* Consent of Deloitte & Touche LLP
23.5* Consent of Dixon, Odom & Co., L.L.P.
23.6* Consent of Ernst & Young LLP
23.7* Consent of Crowe, Chizek and Company LLP
23.8* Consent of Goldenberg Rosenthal Friedlander LLP
23.9* Consent of McGladrey & Pullen LLP
23.10* Consent of Ehrenkrantz, Sterling & Co., LLC
23.11* Consent of Bailey Saetveit & Co., P.C.
23.12* Consent of Cohen & Company
23.13* Consent of Turner & Vedrenne
23.14* Consent of Miller & Co. LLP
23.15* Consent of Coopers & Lybrand L.L.P.
23.16* Consent of KPMG Peat Marwick LLP
23.17* Consent of Price Waterhouse LLP
23.18* Consent of Piercy, Bowler, Taylor & Kern
23.19* Consent of Bowden & Wood
23.20* Consent of Ernst & Young LLP
</TABLE>
- ---------------
* Filed herewith.
II-5
<PAGE> 1
EXHIBIT 5.1
AKERMAN, SENTERFITT & EIDSON, P.A.
ATTORNEYS AT LAW
ONE S.E. THIRD AVENUE
28TH FLOOR
MIAMI, FLORIDA 33131-2948
(305) 374-5600
TELECOPY (305) 374-5095
January 16, 1998
Republic Industries, Inc.
110 S.E. 6th Street
Fort Lauderdale, Florida 33301
RE: REGISTRATION STATEMENT ON FORM S-3
Gentlemen:
We have acted as counsel to Republic Industries, Inc., a Delaware
corporation (the "Company"), in connection with the preparation and filing by
the Company with the Securities and Exchange Commission of the Registration
Statement on Form S-3 (the "Registration Statement") under the Securities Act of
1933, as amended. The Registration Statement relates to an aggregate of
1,396,522 shares of the Company's common stock, par value $0.01 per share,
1,392,451 shares of which are issued and outstanding (the "Shares") and 4,071
shares of which have been reserved for issuance by the Company to one of the
Selling Stockholders named therein upon the exercise of outstanding options (the
"Option Shares").
We have examined such corporate records, documents, instruments and
certificates of the Company and have received such representations from the
officers and directors of the Company and have reviewed such questions of law as
we have deemed necessary, relevant or appropriate to enable us to render the
opinion expressed herein. In such examination, we have assumed the genuineness
of all signatures and authenticity of all documents, instruments, records and
certificates submitted to us as originals.
Based upon such examination and review and upon the representations made to
us by the officers and directors of the Company, we are of the opinion that (i)
the Shares have been duly and validly authorized and are validly issued, fully
paid and nonassessable and (ii) the Option Shares have been duly and validly
authorized, and when the options with respect thereto are duly exercised and
such Option Shares are issued against payment therefor in accordance with the
terms of such options, the Option Shares will be validly issued, fully paid and
nonassessable.
The opinion expressed herein is limited to the corporate laws of the State
of Delaware and we express no opinion as to the effect on the matters covered by
any other jurisdiction.
This firm consents to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to the firm under the caption "Legal
Matters" in the prospectus which is part of the Registration Statement.
Very truly yours,
AKERMAN, SENTERFITT & EIDSON, P.A.
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
November 18, 1997 on the consolidated financial statements (restated) of
Republic Industries, Inc. and subsidiaries included in Republic Industries,
Inc.'s Form 8-K dated November 20, 1997. We also consent to the incorporation by
reference in this registration statement of our report dated April 25, 1997 on
the combined financial statements of Pierce Automotive Group, and our report
dated March 28, 1997 on the consolidated financial statements of Snappy Car
Rental, Inc., included in Republic Industries, Inc.'s Form 8-K dated September
15, 1997; and our report dated July 19, 1996 (except as to Note 17, which is as
of January 5, 1997) on the consolidated financial statements of National Car
Rental System, Inc. and subsidiaries, included in Republic Industries, Inc.'s
Form 8-K dated January 27, 1997; and our report dated January 3, 1997 on the
combined financial statements of Kendall Automotive Group included in Republic
Industries, Inc.'s Form 8-K dated February 27, 1997; and our report dated March
21, 1997 on the combined financial statements of AAA Disposal included in
Republic Industries, Inc.'s Form 8-K/A dated February 27, 1997; and our report
dated February 28, 1997 on the consolidated financial statements of AutoNation
Incorporated and subsidiaries included in Republic Industries, Inc.'s Form 8-K
dated June 13, 1997, and to all references to our Firm included in this
registration statement. Our report dated January 27, 1997 on the consolidated
financial statements (restated) and supplemental consolidated financial
statements of Republic Industries, Inc. and subsidiaries included in Republic
Industries, Inc.'s Form 8-K dated January 27, 1997, our report dated February
25, 1997 on the consolidated financial statements of Republic Industries, Inc.
and subsidiaries included in Republic Industries, Inc.'s Form 10-K dated
February 25, 1997, our report dated March 14, 1997 on the consolidated financial
statements and supplemental consolidated financial statements of Republic
Industries, Inc. and subsidiaries included in Republic Industries, Inc.'s Form
8-K dated February 27, 1997, our report dated June 10, 1997 on the consolidated
financial statements (restated) and supplemental consolidated financial
statements of Republic Industries, Inc. and subsidiaries included in Republic
Industries, Inc.'s Form 8-K dated June 13, 1997, our report dated August 15,
1997 on the consolidated financial statements (restated) of Republic Industries,
Inc. and subsidiaries included in Republic Industries, Inc.'s Form 8-K dated
August 19, 1997, and our report dated September 15, 1997 on the supplemental
consolidated financial statements of Republic Industries, Inc. and subsidiaries
included in Repubic Industries, Inc.'s Form 8-K dated September 15, 1997 are no
longer appropriate since restated financial statements have been presented
giving effect to subsequent business combinations accounted for under the
pooling of interests method of accounting.
ARTHUR ANDERSEN LLP
Fort Lauderdale, Florida,
January 16, 1998.
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
May 9, 1997 on the combined financial statements of John Lance Company
included in Republic Industries, Inc.'s Form 8-K dated June 13, 1997, and our
report dated December 20, 1996 on the combined financial statements of Carlisle
Motors, Inc. included in Republic Industries, Inc.'s Form 8-K dated January 27,
1997 and to all references to our Firm included in this registration
statement.
/s/ GEORGE B. JONES & CO., P.C.
GEORGE B. JONES & CO., P.C.
Memphis, Tennessee
January 16, 1998
<PAGE> 1
EXHIBIT 23.4
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
Republic Industries, Inc. on Form S-3 of our report dated February 2, 1996
relating to the consolidated financial statements of National Car Rental System,
Inc. and subsidiaries as of May 31, 1995 and December 31, 1994 and for the five
months ended May 31, 1995 and for the years ended December 31, 1994 and 1993
appearing in the Current Report on Form 8-K of Republic Industries, Inc. dated
January 27, 1997 and to the reference to us under the heading "Experts" in the
Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
Minneapolis, Minnesota
January 16, 1998
<PAGE> 1
EXHIBIT 23.5
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
July 31, 1996 on the consolidated financial statements of Ed Mullinax, Inc. and
Subsidiaries included in Republic Industries, Inc.'s Form 8-K dated January 27,
1997 and to all references to our Firm included in this registration statement.
/s/ DIXON, ODOM & CO., PLLC
DIXON, ODOM & CO., PLLC
Greensboro, North Carolina
January 16, 1998
<PAGE> 1
EXHIBIT 23.6
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
the Registration Statement on Form S-3 and related Prospectus of Republic
Industries, Inc. and to the incorporation by reference therein of our report
dated March 31, 1997, with respect to the combined financial statements of Grubb
Automotive, Inc., Jack Sherman Chevrolet, Inc., Lou Grubb Chevrolet, Inc., Lou
Grubb Ford, Inc., Lou Grubb Saturn, Inc., and Saturn of Tempe, Inc. ("Grubb") as
of December 31, 1996 and 1995 and for the years then ended included in Republic
Industries, Inc.'s Current Report on Form 8-K dated June 13, 1997, filed with
the Securities and Exchange Commission, and our report dated October 31, 1996
with respect to the combined financial statements of Grubb as of December 31,
1995 and for the year then ended included in Republic Industries, Inc.'s Current
Report on Form 8-K dated January 27, 1997, filed with the Securities and
Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
Phoenix, Arizona
January 16, 1998
<PAGE> 1
EXHIBIT 23.7
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in this registration statement of
our report dated February 14, 1997 on the combined financial statements
of Maroone Automotive Group as of December 31, 1996 and 1995 and for the years
then ended included in Republic Industries, Inc.'s Form 8-K dated February 27,
1997 and to the reference to our Firm included in the "Experts" section of this
registration statement.
/s/ Crowe, Chizek and Company LLP
CROWE, CHIZEK AND COMPANY LLP
Fort Lauderdale, Florida
January 16, 1998
<PAGE> 1
EXHIBIT 23.8
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 17, 1997 on the combined financial statements of The Wallace Companies
included in Republic Industries, Inc.'s Form 8-K dated February 27, 1997 and to
all references to our Firm included in this registration statement.
/s/ GOLDENBERG ROSENTHAL FRIEDLANDER LLP
GOLDENBERG ROSENTHAL FRIEDLANDER LLP
Jenkintown, Pennsylvania
January 16, 1998
<PAGE> 1
EXHIBIT 23.9
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this registration
statement on Form S-3 of Republic Industries, Inc. of our report dated January
24, 1997, except for the first paragraph of Note 13 as to which the date is
February 13, 1997, on the financial statements of Taormina Industries, Inc.
included in Republic Industries, Inc.'s Form 8-K dated February 27, 1997 and
to the reference to our Firm under captions "Experts" in the prospectus.
/s/ McGLADREY & PULLEN, LLP
McGLADREY & PULLEN, LLP
Anaheim, California
January 16, 1998
<PAGE> 1
EXHIBIT 23.10
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
May 28, 1997, on the combined financial statements of
Ditschman/Flemington-Ford-Lincoln-Mercury, Inc. and related entities included in
Republic Industries, Inc.'s Form 8-K dated June 13, 1997 and to all references
to our Firm included in this registration statement.
/s/ EHRENKRANTZ STERLING & CO. LLC
EHRENKRANTZ STERLING & CO. LLC
Roseland, NJ
January 16, 1998
<PAGE> 1
EXHIBIT 23.11
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
February 13, 1997 on the combined financial statements of Chesrown Automotive
Group included in Republic Industries, Inc.'s Form 8-K dated June 13, 1997 and
to all references to our Firm included in this registration statement.
/s/ BAILEY SAETVEIT & CO. P.C.
BAILEY SAETVEIT & CO. P.C.
Englewood, Colorado
January 16, 1998
<PAGE> 1
EXHIBIT 23.12
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
January 31, 1997 on the consolidated financial statements of Spirit Rent-A-Car,
Inc. included in Republic Industries, Inc.'s Form 8-K dated June 13, 1997 and
to all references to our Firm included in this registration statement.
/s/ COHEN & COMPANY
COHEN & COMPANY
Cleveland, Ohio
January 16, 1998
<PAGE> 1
EXHIBIT 23.13
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
May 22, 1997, on the combined financial statements of Bankston Automotive
Group included in Republic Industries, Inc.'s Form 8-K dated June 13, 1997, and
to all references to our Firm included in this registration statement.
/s/ TURNER & VEDRENNE
TURNER & VEDRENNE
Dallas, Texas
January 16, 1998
<PAGE> 1
EXHIBIT 23.14
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
January 27, 1997, on the financial statements of York Waste Disposal, Inc.
included in Republic Industries, Inc.'s Form 8-K/A dated February 27, 1997 and
to all references to our Firm included in this registration statement.
MILLER & CO. LLP
/s/ MILLER & CO. LLP
York, Pennsylvania
January 16, 1998
<PAGE> 1
EXHIBIT 23.15
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the registration statement of
Republic Industries, Inc. on Form S-3 of our report dated February 21, 1997 of
our audits of the financial statements of Bledsoe Dodge, Inc. as of and for the
years ended December 31, 1996 and 1995 included in Republic Industries, Inc.'s
Form 8-K dated June 13, 1997. We also consent to the reference to our firm
under the caption "Experts."
/s/ COOPERS & LYBRAND L.L.P.
COOPERS & LYBRAND L.L.P.
Fort Worth, Texas
January 16, 1998
<PAGE> 1
EXHIBIT 23.16
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
The Board of Directors
Shad Management Company and Consolidated Investees:
We consent to the incorporation by reference in this registration statement on
Form S-3 of Republic Industries, Inc. of our report dated February 12, 1997
(except as to note 7, which is as of February 23, 1997) with respect to the
consolidated balance sheet of Shad Management Company and Consolidated
Investees as of December 31, 1996, and the related consolidated statements of
operations, retained earnings and cash flows for the period April 1, 1996 to
December 31, 1996, which report appears in the Form 8-K of Republic Industries,
Inc. dated June 13, 1997 and to the reference to our Firm under the heading
"Experts" in this Registration Statement on Form S-3.
/s/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
Jacksonville, Florida
January 16, 1998
<PAGE> 1
EXHIBIT 23.17
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-3 of Republic Industries, Inc. of our report dated January
24, 1997 on the combined financial statements of De La Cruz Automotive Group
included in Republic Industries, Inc.'s Form 8-K dated September 15, 1997. We
also consent to the reference to us under the heading "Experts" in such
prospectus.
/s/ PRICE WATERHOUSE LLP
PRICE WATERHOUSE LLP
Miami, Florida
January 16, 1998.
<PAGE> 1
EXHIBIT 23.18
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
August 21, 1997 on the combined financial statements of Silver State Disposal
Service, Inc. and Affiliates included in Republic Industries, Inc.'s Form 8-K
dated September 15, 1997 and to all references to our Firm included in this
registration statement.
/s/ PIERCY, BOWLER, TAYLOR & KERN
PIERCY, BOWLER, TAYLOR & KERN
Las Vegas, Nevada,
January 16, 1998
<PAGE> 1
EXHIBIT 23.19
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference in this registration statement of our report dated
September 5, 1997 on the financial statements of Courtesy Auto Group included
in Republic Industries, Inc.'s Form 8-K dated September 15, 1997 and to all
references to our Firm included in this registration statement.
/s/ BOWDEN & WOOD
BOWDEN & WOOD
Louisville, Kentucky,
January 16, 1998.
<PAGE> 1
EXHIBIT 23.20
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the reference to our firm under the caption "Experts" in the
Registration Statement (Form S-3 No. 333-00000) and related Prospectus of
Republic Industries, Inc. for the registration of 1,396,522 shares of its
common stock and to the incorporation by reference therein of our report dated
March 14, 1997, with respect to the financial statements of Value Rent-A-Car,
Inc. as of and for the year ended December 31, 1996 included in Republic
Industries, Inc.'s Current Report on Form 8-K dated September 15, 1997, filed
with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
ERNST & YOUNG LLP
West Palm Beach, Florida,
January 15, 1998
