<PAGE> 1
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) MAY 13, 1998
-----------------------
REPUBLIC INDUSTRIES, INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE
- -------------------------------------------------------------------------------
(State or other jurisdiction of incorporation)
1-13107 73-1105145
----------------------- --------------------------------
(Commission File Number) (IRS Employer Identification No.)
110 S.E. 6TH STREET
FT. LAUDERDALE, FLORIDA 33301
- -------------------------------------------------------------------------------
(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code (954)769-7200
---------------
N/A
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
<PAGE> 2
ITEM 5. OTHER EVENTS
On May 13, 1998, Republic Industries, Inc., (the "Registrant"),
announced that the Registrant intends to separate its solid waste services
division, Republic Services, Inc., ("Republic Services"), from the Registrant's
other businesses and operations. As part of the plan to separate Republic
Services from the Registrant, Republic Services intends to complete an initial
public offering of shares of its Class A Common Stock by the second or third
quarter of 1998 (the "Offering"). In addition, the Registrant intends to
distribute to its stockholders, subject to certain conditions, all of the
Registrant's remaining shares of Republic Services in a tax-free spin-off
transaction in 1999 (the "Distribution"). The Registrant will continue to
operate its automotive retail and automotive rental businesses subsequent to
the Distribution.
Several business purposes underlie the proposed Distribution. The
Registrant desires to access the capital markets and has determined that
generating cash through the completion by Republic Services of the Offering will
maximize value to the Registrant and its stockholders. All of the net proceeds
from the proposed Offering are expected to be used by Republic Services to
prepay a portion of certain amounts owed by it to the Registrant.
The Registrant intends to use the funds received from Republic Services
for the Registrant's future acquisitions, particularly in its automotive retail
operations, and for the Registrant's other corporate purposes.
2
<PAGE> 3
Completion of the Distribution will be subject to the satisfaction, or
waiver by the Board of Directors of the Registrant (the "Board"), in its sole
discretion, of the following conditions: (i) a private letter ruling (the
"Letter Ruling") shall have been obtained and remain effective to the effect
that, among other things, the Distribution will qualify as a tax-free
distribution for federal income tax purposes under Section 355 of the Internal
Revenue Code of 1986, as amended, and will not result in recognition of any gain
or loss for federal income tax purposes to the Registrant, Republic Services, or
the Registrant's or Republic Services' respective stockholders, and such ruling
shall be in form and substance satisfactory to the Registrant, in its sole
discretion; (ii) any material governmental approvals and third-party consents
necessary to consummate the distribution shall have been obtained and shall be
in full force and effect; (iii) no order, injunction or decree issued by any
court or agency of competent jurisdiction or other legal restraint or
prohibition preventing the consummation of the Distribution shall be in effect,
and no other event outside the control of the Registrant shall have occurred or
failed to occur that prevents the consummation of the Distribution; and (iv) no
other events or developments shall have occurred subsequent to the Offering
Closing Date that, in the judgment of the Board, would result in the
Distribution having a material adverse effect on the Registrant or on the
stockholders of the Registrant.
The Registrant intends to apply for the Letter Ruling and to take all
necessary steps to complete the Distribution within three months of obtaining
the Letter Ruling. The Registrant does not plan to distribute its shares of
common stock of Republic Services to the Registrant's stockholders without a
satisfactory Letter Ruling. There is no assurance that the Registrant will
receive a satisfactory Letter Ruling or that all other conditions to the
completion of the Distribution will be satisfied. Consequently, there is no
assurance that the Distribution will occur.
Reference is made to the press release filed as Exhibit 99 hereto. The
information set forth in Exhibit 99 is hereby incorporated by reference herein.
3
<PAGE> 4
This Report contains certain forward-looking statements which involve
known and unknown risks, uncertainties or other factors not under the
Registrant's control which may cause the actual results, performance or
achievements of the Registrant or Republic Services to be materially different
from the results, performance or other expectations implied by these forward-
looking statements. Such forward-looking statements include, among other things,
discussions of the Registrant's and Republic Services' plans for the Offering
and the Distribution, and expectations concerning market position, future
operations, liquidity and capital resources, acquisitions, and achievement of
financial benefits in connection therewith. Although the Registrant believes
that the expectations reflected in the forward-looking statements are
reasonable, the Registrant can give no assurance that such expectations will
prove to be correct. Some of these risk factors include, but are not limited to,
the inability to complete the Offering or to complete the Distribution, as well
as those disclosed in the Registrant's report on Form 10-K for the fiscal year
ended December 31, 1997 and in its other filings with the Securities and
Exchange Commission. The Registrant assumes no duty to update any
forward-looking statements.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION 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.
4
<PAGE> 5
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/ James O. Cole
-----------------------------
James O. Cole
Senior Vice President,
General Counsel and Secretary
Dated: May 13, 1998
5
<PAGE> 6
INDEX TO EXHIBITS
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
------- -----------
99 Press release dated May 13, 1998.
1
<PAGE> 1
EXHIBIT 99
FOR IMMEDIATE RELEASE Contact: Jim Donahue
(954) 769-7208
REPUBLIC INDUSTRIES, INC. ANNOUNCES PLAN FOR
INITIAL PUBLIC OFFERING AND SUBSEQUENT SPIN-OFF
OF ITS SOLID WASTE DIVISION
Fort Lauderdale, Florida (May 13, 1998)---Republic Industries, Inc.
(NYSE:RII) announced today that its solid waste division, Republic Services,
Inc., has filed a registration statement with the Securities and Exchange
Commission to offer for sale shares of its Class A Common Stock in an initial
public offering.
Republic said it anticipates the offering will be completed by Republic
Services by the second or third quarter of 1998. Republic Industries intends to
distribute its remaining shares of Republic Services to existing stockholders of
Republic Industries in a spin off in 1999, subject to the receipt of a favorable
ruling from the IRS that such distribution would be tax free, and satisfaction
of certain other conditions. As a result of the plan, Republic Industries
anticipates generating approximately $1.5 to $2.0 billion in cash.
Commenting on the announcement, Republic Chairman and Co-Chief
Executive Officer H. Wayne Huizenga said, "We see this plan as the next logical
step in our effort to enhance stockholder value. This plan will enable our solid
waste business to operate as a successful independent company, while allowing
Republic Industries to focus completely on its expanding automotive retail and
automotive rental businesses. This in turn should allow the financial community
to better recognize and evaluate the merits of each business."
Mr. Huizenga added, "The cash generated by this plan will be invested
by Republic Industries in the automotive retail and automotive rental
businesses, enabling Republic Industries to use cash for future acquisitions."
Republic Services is a leading provider of non-hazardous solid waste
collection and disposal services in the United States. Based on revenue for the
year ended December 31, 1997, it is the fourth largest solid waste company in
the United States. The company provides solid waste collection services for
commercial, industrial, municipal and residential customers through 96
collection companies in 24 states. The company also owns or operates 54 transfer
stations and 42 solid waste landfills.
Republic Industries, Inc. is the largest franchised vehicle dealer in
the United States. The company operates 26 AutoNation USA used vehicle
megastores and recently announced the acquisition of Driver's Mart Worldwide,
Inc. and plans to convert Driver's Mart franchised used car superstores into
AutoNation USA megastores. Republic Industries also owns National Car Rental
System, Inc., Alamo Rent-A-Car, Inc. and CarTemps USA.
A registration statement relating to these securities has been filed
with the Securities and Exchange Commission but has not yet become effective.
These securities may not be sold nor may offers to buy be accepted prior to the
time the registration statement becomes effective. This press release shall not
constitute an offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any State in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such State.
##
