<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(Mark One)
/X/ ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (NO FEE REQUIRED, AS OF OCTOBER 7, 1996)
For the fiscal year ended December 31, 1998
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
For the transition period from __________________ to _____________________
Commission file number 0-9787
------
A. Full title of the plan and address of the plan, if different from that of
the issuer named below:
REPUBLIC REWARDS 401(K) PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
AUTONATION, INC.
110 S.E. 6th St.
Fort Lauderdale, Florida 33301
<PAGE> 2
REPUBLIC REWARDS
401(K) PLAN
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
TOGETHER WITH REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
DECEMBER 31, 1998 AND 1997
<PAGE> 3
REPUBLIC REWARDS
401(K) PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
<TABLE>
<CAPTION>
Pages
-----
<S> <C>
Report of Independent Certified Public Accountants................. 1
Statements of Net Assets Available for Benefits as of
December 31, 1998 and 1997....................................... 2
Statement of Changes in Net Assets Available for Benefits for
the Year Ended December 31, 1998................................. 3
Notes to Financial Statements...................................... 4-6
Item 27a - Schedule of Assets Held for Investment Purposes
as of December 31, 1998.......................................... 7
Item 27b - Schedule of Loans or Fixed Income Obligations for
the Year Ended December 31, 1998................................. 8
Item 27d - Schedule of Reportable Transactions for the Year Ended
December 31, 1998................................................ 9
</TABLE>
<PAGE> 4
REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Plan Administrator of
Republic Rewards 401(k) Plan:
We have audited the accompanying statements of net assets available for benefits
of Republic Rewards 401(k) Plan as of December 31, 1998 and 1997,
and the related statement of changes in net assets available for benefits for
the year ended December 31, 1998. These financial statements and the schedules
referred to below are the responsibility of the Plan's Administrator. Our
responsibility is to express an opinion on these financial statements and
schedules based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the net assets available for benefits of the Plan as of
December 31, 1998 and 1997, and the changes in its net assets available for
benefits for the year ended December 31, 1998, in conformity with generally
accepted accounting principles.
Our audits were performed for the purpose of forming an opinion on the financial
statements taken as a whole. The supplemental schedules of assets held for
investment purposes, loans or fixed income obligations and reportable
transactions are presented for the purpose of additional analysis
and are not a required part of the basic financial statements, but are
supplementary information required by the Department of Labor's Rules and
Regulations of Reporting and Disclosure under the Employee Retirement Income
Security Act of 1974. The fund information in the statement of changes in net
assets available for benefits is presented for purposes of additional analysis
rather than to present the changes in net assets available for plan benefits of
each fund. The supplemental schedules and fund information have been subjected
to the auditing procedures applied in the audits of the basic financial
statements and, in our opinion, are fairly stated in all material respects in
relation to the basic financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
Arthur Andersen LLP
Fort Lauderdale, Florida,
June 28, 1999.
1
<PAGE> 5
REPUBLIC REWARDS
401(K) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1998 AND 1997
<TABLE>
<CAPTION>
1998 1997
---- ----
<S> <C> <C>
Investments, at fair market value:
Mutual Funds:
Merrill Lynch Retirement Preservation Trust.......................... $22,824,326 $ 3,500,350
Merrill Lynch Capital Fund........................................... -- 1,979,566
Merrill Lynch Global Allocation Fund................................. -- 949,049
Merrill Lynch Growth Fund............................................ 8,276,986 2,686,277
AIM Value Fund....................................................... -- 484,878
MFS Emerging Growth Fund............................................. -- 228,802
Merrill Lynch Equity Index Trust..................................... 23,770,211 --
Franklin Small Cap Growth Fund....................................... 6,406,091 --
Ivy International Fund............................................... 6,125,123 --
PIMCO Total Return Fund.............................................. 15,300,478 --
----------- -----------
Total Mutual Funds.............................................. 82,703,215 9,828,922
AutoNation, Inc. Common Stock........................................ 1,463,007 1,426,721
Loans to Participants................................................ 2,017,677 --
Cash................................................................. 304,901 980,254
----------- -----------
Total Investments............................................... 86,488,800 12,235,897
----------- -----------
Contributions Receivable:
Employee Contributions Receivable.................................... 1,638,910 263,455
Employer Contributions Receivable.................................... 3,888,982 --
----------- -----------
Total Contributions Receivable.................................. 5,527,892 263,455
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS.................................... $92,016,692 $12,499,352
=========== ===========
</TABLE>
The accompanying notes to financial statements are an integral part
of these statements.
2
<PAGE> 6
REPUBLIC REWARDS
401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
Merrill Lynch Merrill Merrill Lynch
Retirement Lynch Global
Preservation Capital Allocation Merrill Lynch
Trust Fund Fund Growth Fund
------------- -------- ------------- -------------
<S> <C> <C> <C> <C>
NET ASSETS AVAILABLE
FOR BENEFITS AS OF DECEMBER 31, 1997............. $ 3,500,350 $1,979,566 $ 949,049 $ 2,686,277
Additions:
Employee Contributions........................... 3,015,987 -- -- 3,158,882
Employee Rollover Contributions.................. 138,554 -- -- 241,047
Employer Contributions........................... -- -- -- --
----------- ---------- --------- -----------
Total Contributions............................ 3,154,541 -- -- 3,399,929
Dividend Income.................................. 1,249,377 -- -- 165,657
Net Appreciation (Depreciation) in Fair Market
Value of Investments........................... -- -- -- (1,631,078)
Other Receipts................................... 224,378 -- -- 96,448
----------- ---------- --------- -----------
Total Additions................................ 4,628,296 -- -- 2,030,956
Participant Distributions........................ (4,270,567) -- -- (1,011,103)
Conversions of acquired company plans............ 18,917,208 -- -- 3,315,638
Participant Loan Repayments...................... -- -- -- --
Interfund Transfers, Net......................... 49,039 (1,979,566) (949,049) 1,255,218
----------- ---------- --------- -----------
NET ASSETS AVAILABLE
FOR BENEFITS AS OF DECEMBER 31, 1998............. $22,824,326 $ -- $ -- $ 8,276,986
=========== ========== ========= ===========
</TABLE>
<TABLE>
<CAPTION>
Merrill
Lynch Franklin
AIM Equity Small Cap Ivy
Value MFS Emerging Index Growth International
Fund Growth Fund Trust Fund Fund
---------- ------------- -------- ------------- ------------
<S> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE
FOR BENEFITS AS OF DECEMBER 31, 1997............... $ 484,878 $ 228,802 $ -- $ -- $ --
Additions:
Employee Contributions............................. -- -- 3,664,480 2,224,069 1,728,383
Employee Rollover Contributions.................... -- -- 258,713 166,111 141,072
Employer Contributions............................. -- -- -- -- --
---------- --------- ----------- ---------- -----------
Total Contributions.............................. 3,923,193 2,390,180 1,869,455
Dividend Income.................................... -- -- 72,629 115,368 122,513
Net Appreciation (Depreciation) in Fair Market
Value of Investments............................. -- -- 4,990,967 74,994 177,587
Other Receipts..................................... -- -- 154,991 71,171 66,733
---------- --------- ----------- ---------- -----------
Total Additions.................................. 9,141,780 2,651,713 2,236,288
Participant Distributions.......................... -- -- (3,207,509) (559,798) (804,670)
Conversions of acquired company plans.............. -- -- 16,784,366 2,571,449 3,421,048
Participant Loan Repayments........................ -- -- -- -- --
Interfund Transfers, Net........................... (484,878) (228,802) 1,051,574 1,742,727 1,272,457
---------- --------- ----------- ---------- -----------
NET ASSETS AVAILABLE
FOR BENEFITS AS OF DECEMBER 31, 1998............... $ -- $ -- $23,770,211 $6,406,091 $ 6,125,123
========== ========= =========== ========== ===========
</TABLE>
<TABLE>
<CAPTION>
PIMCO Total
Return AutoNation, Inc. Loans to Contributions
Fund Common Stock Participants Cash Receivable Total
------------ ---------------- ------------ -------- ------------- ----------
<S> <C> <C> <C> <C> <C> <C>
NET ASSETS AVAILABLE
FOR BENEFITS AS OF DECEMBER 31, 1997.. $ -- $1,426,721 $ -- $ 980,254 $ 263,455 $12,499,352
Additions:
Employee Contributions................ 2,768,371 574,726 -- (240,801) 1,375,455 18,269,552
Employee Rollover Contributions....... 142,105 46,208 -- (28,506) -- 1,105,304
Employer Contributions................ -- -- -- 89,520 3,888,982 3,978,502
----------- ---------- ---------- --------- ---------- -----------
Total Contributions................. 2,910,476 620,934 -- (179,787) 5,264,437 23,353,358
Dividend Income....................... 1,465,609 4,648 -- 106,584 -- 3,302,385
Net Appreciation (Depreciation) in
Fair Market Value of Investments..... (273,329) (694,423) -- -- -- 2,644,718)
Other Receipts........................ 167,220 16,925 -- 14,943 -- 812,809
----------- ---------- ---------- --------- ---------- -----------
Total Additions..................... 4,269,976 (51,916) -- (58,260) 5,264,437 30,113,270
Participant Distributions............. (3,011,704) (168,838) -- 105,783 -- (12,928,406)
Conversions of acquired company plans. 15,929,815 112,933 3,055,957 (737,658) -- 63,370,756
Participant Loan Repayments........... -- -- (1,038,280) -- -- (1,038,280)
Interfund Transfers, Net.............. (1,887,609) 144,107 -- 14,782 -- --
----------- ---------- ---------- --------- ---------- -----------
NET ASSETS AVAILABLE
FOR BENEFITS AS OF DECEMBER 31, 1998.. $15,300,478 $1,463,007 $2,017,677 $ 304,901 $5,527,892 $92,016,692
=========== ========== ========== ========= ========== ===========
</TABLE>
The accompanying notes to financial statements are an
integral part of this statement.
3
<PAGE> 7
REPUBLIC REWARDS
401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1998 AND 1997
(1) DESCRIPTION OF PLAN:
(a) General
The following description of the Republic Rewards 401(k) Plan, as amended
through December 31, 1998 (the "Plan"), is provided for general information
purposes only. Participants should refer to the Plan document for a more
complete description of the Plan. Effective January 1, 1998, the Company changed
the name of the Plan from Republic Industries, Inc. Retirement Savings Plan to
Republic Rewards 401(k) Plan.
The Plan was established effective January 1, 1994 to provide benefits to all
eligible employees of AutoNation, Inc. (the "Company", formerly Republic
Industries, Inc.) The Plan is a defined contribution plan commonly known as an
Internal Revenue Code ("IRC") section 401(k) profit sharing plan and is subject
to the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended.
The Company is the designated administrator of the Plan.
Although it has expressed no intention to do so, the Company retains the right,
if necessary, to terminate the Plan. In the event of Plan termination, all
amounts credited to participants' accounts become fully vested subject to the
requirements of ERISA. The Company also retains the right to amend the Plan.
Amendments subsequent to December 31, 1998 are reflected within these notes to
the financial statements.
(b) Eligibility
During 1997, the Plan required 1,000 hours of service within a consecutive
twelve month period to be eligible for participation. Effective January 1, 1998,
the Company amended the eligibility requirements to 90 days of employment.
Additionally, enrollment provisions allow for monthly entry dates by all
eligible employees. The Plan also includes a provision to allow employees of
certain subsidiaries of the Company to be eligible for participation in the Plan
under these requirements.
(c) Contributions and Funding Policy
Under the provisions of the Plan, participants may direct the Company to defer a
portion of their compensation to the Plan, subject to a maximum of 15% of
eligible compensation, as defined. Amounts contributed by participants are fully
vested when made. In 1998 and 1997 each eligible participant could contribute up
to $10,000 and $9,500, respectively, subject to other applicable IRC
limitations. The Plan allows for rollovers of vested contributions from previous
employers' qualified plans.
During 1998, an employer matching contribution of $.25 for each $1.00 of
contribution up to 6% of the employee's salary to be made to the Plan by the
Company was approved by the Board of Directors for the 1998 Plan year. This
contribution is to be made by the Company to all participants who were employees
on the last day of the Plan year and were credited with at least one year of
service. The employer match is to be made in shares of the Company's common
stock. The Company did not make any matching contributions to the Plan during
1997. The employer matching contribution for 1998 is approximately $2,979,000
and is included in the accompanying financial statements.
The Company may also make a discretionary contribution to the Plan. The
Company's discretionary contribution to the Plan for 1998 is $1,000,000 and is
reflected in the accompanying financial statements. The Company did not make any
discretionary contributions to the Plan during 1997.
4
<PAGE> 8
Vesting provisions provide for the following vesting schedule for
1997 and 1998.
<TABLE>
<CAPTION>
Years of Service 1997 Vesting Percentage
---------------- ---- ------------------
<S> <C> <C>
Less than 2.................................. 0%
2............................................ 20%
3............................................ 40%
4............................................ 60%
5............................................ 80%
6 or more.................................... 100%
</TABLE>
<TABLE>
<CAPTION>
Years of Service 1998 Vesting Percentage
---------------- ---- ------------------
<S> <C> <C>
Less than 3.................................. 0%
3............................................ 100%
</TABLE>
In no event will an attained vesting percentage be curtailed due to any
subsequent amendments to vesting provisions. Additionally, allocated
amounts become fully vested upon normal retirement age, as defined, death or
termination of employment as a result of a total or permanent disability.
Nonvested amounts forfeited upon any participant's withdrawal are used to offset
any Company discretionary contributions.
(d) Investments
The Company entered into an agreement whereby Merrill Lynch Trust Company
(the "Trustee") has been appointed the Trustee of the Plan's assets. Under the
terms of the agreement, the Trustee holds and invests the funds of the Plan
subject to the direction of a designated investment committee.
The Plan provided the following distinct investment alternatives for
participants in 1997.
Merrill Lynch Retirement Preservation Trust -- A mutual fund in which
amounts are invested in U.S. Government agency securities and guaranteed
investment contracts.
Merrill Lynch Capital Fund -- A mutual fund seeking current income and
capital growth through investments in equity, debt and convertible
securities.
Merrill Lynch Global Allocation Fund -- A mutual fund in which amounts
are invested in a portfolio comprised of U.S. and foreign securities.
Merrill Lynch Growth Fund -- A mutual fund in which amounts are invested
primarily in common stocks which are believed to be undervalued by the
fund's manager and therefore have growth potential.
AIM Value Fund -- A mutual fund seeking long-term growth of capital by
investing primarily in stocks of companies that are undervalued relative
to the stock market as a whole.
MFS Emerging Growth Fund -- A mutual fund seeking long-term growth of
capital through investments in emerging growth companies, early in their
life cycles, that display the potential to become major enterprises.
AutoNation, Inc. Common Stock -- In 1998 and 1997, the Plan allowed up
to 10% and 50%, respectively, of a participant's total contribution to
be invested in the Company's Common Stock.
The Merrill Lynch Capital Fund, Merrill Lynch Global Allocation Fund, AIM Value
Fund, and MFS Emerging Growth Fund were removed as investment
alternatives effective January 1, 1998.
The following funds were added as investment alternatives to the Plan effective
January 1, 1998.
Merrill Lynch Equity Index Trust -- A trust fund that invests in a
portfolio of equity securities designed to substantially equal or
match the performance of the Standard & Poor's 500 Composite Stock
Price Index.
Franklin Small Cap Growth Fund -- A mutual fund that invests in a
portfolio of equity securities of small-capitalization companies,
equity securities of large-capitalization companies, and fixed income
securities.
Ivy International Fund -- A mutual fund that invests in a portfolio of
common stocks and convertible securities which principally trade in
European, Pacific Basin, and Latin American markets.
PIMCO Total Return Fund -- A mutual fund that invests in a portfolio of
fixed income securities of varying maturities, securities denominated in
foreign currencies and certain derivative instruments, contracts or
options for the purpose of hedging or increasing its return.
5
<PAGE> 9
The Plan does not permit participant loans. However, the Plan accepts and
services loans rolled over from the plans of acquired companies (See Note 4).
(2) SIGNIFICANT ACCOUNTING POLICIES:
(a) Basis of Accounting
The accompanying financial statements are prepared under the accrual method of
accounting. In order to maintain consistency and comparability between periods
presented, certain amounts have been reclassified from the previously reported
financial statements in order to conform with the financial statement
presentation of the current period.
(b) Investment Valuation and Income Recognition
The Plan's investments are stated at fair market value. Purchases and sales of
investments are recorded on a trade-date basis. The Company records dividends on
the ex-dividend date.
(3) BENEFIT DISTRIBUTIONS
Upon termination of service, including death, total and permanent disability, or
retirement, a participant (or the participant's beneficiary) may elect to
receive an amount equal to the value of the participant's vested interest in his
or her account and any related earnings.
Amounts allocated to withdrawing participants for benefit claims that have been
processed and approved for payment but have not yet been paid totaled
approximately $566,000 and $50,000 at December 31, 1998 and 1997, respectively.
Such amounts are included in net assets available for benefits at December 31,
1998 and 1997, respectively, in accordance with American Institute of Certified
Public Accountants guidelines. However, the Plan's Form 5500 will reflect such
amount as a liability of the Plan in accordance with IRC guidelines.
(4) CONVERSIONS
The 401(k) plans of certain companies acquired by the Company are periodically
converted to the Plan, with the related employees becoming participants. All of
the assets of these plans are transferred at fair market value and invested in
the Plan based upon the employees' elections. For the Plan year ended December
31, 1998, approximately $63,371,000 of Plan assets are reflected as conversions
of acquired company plans in the accompanying statement of changes in net assets
available for benefits.
(5) PARTY-IN-INTEREST TRANSACTIONS
Certain plan investments are shares of mutual funds managed by Merrill Lynch
Asset Management Company, an affiliate of the Trustee. Therefore, these
investments represent a party-in-interest to the Plan. The Company pays all fees
and expenses of the Plan, which primarily consist of legal, administrative, and
accounting fees. Such fees and expenses amounted to approximately $404,000 and
$195,000 in 1998 and 1997, respectively.
(6) INCOME TAX STATUS
The Internal Revenue Service has determined, and informed the Company by a
letter dated July 18, 1995, that the Plan is designed in accordance with
applicable sections of the IRC. The Plan has been amended since receiving this
determination letter. However, the Plan administrator believes that the Plan is
designed and is currently being operated in compliance with the applicable
requirements of the IRC. The Plan Administrator is in the process of requesting
an updated determination letter.
(7) FORMER PARTICIPANT BALANCES
In October 1997 and May 1999, the Company sold its electronic security services
division and solid waste services division, respectively. The employees of those
divisions are no longer eligible to participate in the Plan. However, as of
December 31, 1998 and 1997, approximately $12,426,000 and $588,000,
respectively, of total plan assets relate to such former participant balances.
Former participants of the electronic security services division have the option
to withdraw their individual accounts from the plan at any time. The Company
expects that the waste services division participant balances will be
transferred to another plan.
(8) SUBSEQUENT EVENTS
Effective January 1, 1999, the Company adopted an Amended and Restated Republic
Rewards 401(k) Plan (the "1999 Amended and Restated Plan") which replaces the
Plan. Under the 1999 Amended and Restated Plan, participants become immediately
and fully vested in employer contributions. In addition, the employer matching
contribution was changed to $.50 of each $1.00 of contribution up to 4% of the
employee's salary, to be made on a quarterly basis.
6
<PAGE> 10
Schedule I
E.I.N.: 75-1105145
Plan #: 001
REPUBLIC REWARDS
401(K) PLAN
ITEM 27a-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1998
<TABLE>
<CAPTION>
DESCRIPTION SHARES COST MARKET VALUE
----------- ------ -------- ------------
<S> <C> <C> <C>
*Merrill Lynch Retirement
Preservation Trust............... 22,824,326 $22,824,326 $22,824,326
*Merrill Lynch Growth Fund......... 384,838 9,602,589 8,276,986
*Merrill Lynch Equity Index Trust.. 283,242 19,508,220 23,770,211
Franklin Small Cap Growth Fund.... 283,832 6,275,223 6,406,091
Ivy International Fund............ 148,668 6,004,691 6,125,123
PIMCO Total Return Fund........... 1,451,658 15,584,253 15,300,478
*AutoNation, Inc. Common Stock..... 98,353 2,326,335 1,463,007
*Loans to Participants............. N/A 2,017,677 2,017,677
Cash.............................. N/A 304,901 304,901
------------ -----------
Total...................... $84,448,215 $86,488,800
============ ===========
</TABLE>
* Represents a party-in-interest to the Plan.
7
<PAGE> 11
Schedule II
E.I.N.: 75-1105145
Plan #: 001
REPUBLIC REWARDS
401(K) PLAN
ITEM 27b-SCHEDULE OF LOANS OR FIXED INCOME OBLIGATIONS FOR THE YEAR
ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
(g) Detailed description of loan
including dates of making and
maturity, interest rate, the type
and value of collateral, any
(b) Identity (f) Unpaid renegotiation of the loan and the
and address (c) Original Amount Received During balance at terms of the renegotiation and
(a) of obligor amount of loan the Year end of year other materials items Amount Overdue
- ------------------------------------------------------------------------------------------------------------------------------------
(d)Principal (e)Interest (h)Principal (i)Interest
<S> <C> <C> <C> <C> <C> <C> <C> <C>
* Various Plan **$146,469 $25,441 $5,174 $127,937 Various; interest rates from $121,028 $6,909
participants 7.0% to 9.75%.
</TABLE>
* Represents a party-in-interest to the Plan.
** Represents amount at time loans were converted into the Plan from other
qualified plans.
8
<PAGE> 12
Schedule III
E.I.N.: 75-1105145
Plan #: 001
REPUBLIC REWARDS
401(K) PLAN
ITEM 27d-SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE YEAR ENDED DECEMBER 31, 1998
<TABLE>
<CAPTION>
INVESTMENT DESCRIPTION Purchase Selling Net
Purchases Shares Price Price Asset Cost Gain/(Loss)
--------------------------------------------------------------------------
<S> <C> <C> <C>
*Merrill Lynch Retirement Preservation Trust 30,162,720 $30,162,720 N/A $30,162,720 N/A
*Merrill Lynch Capital Fund 0 3 N/A 3 N/A
*Merrill Lynch Global Allocation Fund 2 18 N/A 18 N/A
*Merrill Lynch Growth Fund Class A 473,785 11,953,044 N/A 11,953,044 N/A
*Merrill Lynch Equity Index Trust 373,241 25,538,278 N/A 25,538,278 N/A
Franklin Small Cap Growth Fund Class I 359,827 7,975,626 N/A 7,975,626 N/A
IVY International Fund 193,672 7,812,201 N/A 7,812,201 N/A
PIMCO Total Return Fund Class A 2,183,052 23,433,718 N/A 23,433,718 N/A
*AutoNation, Inc. Common Stock 47,438 948,866 N/A 948,866 N/A
</TABLE>
<TABLE>
<CAPTION>
INVESTMENT DESCRIPTION Purchase Selling Asset Net
Sales Shares Price Price Cost Gain/(Loss)
------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
*Merrill Lynch Retirement Preservation Trust 10,838,744 $10,838,744 $10,838,744 $10,838,744 $ --
*Merrill Lynch Capital Fund 58,579 1,871,133 1,978,256 1,871,133 107,123
*Merrill Lynch Global Allocation Fund 68,066 1,014,219 943,421 1,014,219 (70,798)
*Merrill Lynch Growth Fund Class B 101,581 2,575,236 2,558,903 2,575,236 (16,333)
*Merrill Lynch Growth Fund Class A 89,035 2,353,947 2,172,354 2,353,947 (181,593)
*Merrill Lynch Equity Index Trust 89,999 6,030,058 6,759,034 6,030,058 728,976
Franklin Small Cap Growth Fund Class I 75,994 1,700,404 1,644,526 1,700,404 (55,878)
Ivy International Fund 45,003 1,807,511 1,866,665 1,807,511 59,154
PIMCO Total Return Fund Class A 731,394 7,857,504 7,867,951 7,857,504 10,447
*AutoNation, Inc. Common Stock 8,915 212,356 185,263 212,356 (27,093)
</TABLE>
Notes:
* Represents a party-in-interest to the Plan.
(1) Transactions included herein represent transactions, or a series of
transactions, in securities of the same issue, or with respect to the same
issuer, of 5% of the quoted market value of Plan assets at the beginning
of the Plan year.
9
<PAGE> 13
SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Republic Rewards
401(k) Plan
-----------------------------------
(Name of Plan)
Date: June 30, 1999 By: /s/ Charles Salter
------------------- -------------------------------
Title: Chairperson of the
Administrative Committee of the
Republic Rewards 401(k) Plan
<PAGE> 1
EXHIBIT 23
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
As independent certified public accountants, we hereby consent to the
incorporation by reference of our report dated June 28, 1999 included in this
Form 11-K, into the Company's previously filed Registration Statement on Form
S-8 (No. 333-42891).
/s/ Arthur Andersen, LLP
Arthur Andersen LLP
Fort Lauderdale, Florida,
June 30, 1999.
