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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. [1])*
REPUBLIC SERVICES, INC.
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(Name of Issuer)
CLASS A COMMON STOCK, $.01 PAR VALUE
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(Title of Class of Securities)
760759 10 0
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(CUSIP Number)
Jonathan L. Awner, Esq.
Akerman, Senterfitt & Eidson, P.A.
One Southeast Third Avenue
Miami, Florida 33131
Tel. No. (305) 374-5600
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
March 2, 1999
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
statement because of Rule 13d-1(b)(3) or (4), check the following box: o
(Continued on following pages)
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SCHEDULE 13D
CUSIP NO. 760759 100
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NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
REPUBLIC INDUSTRIES, INC.
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
2 (b)[ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS*
4
OO
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
5
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
NUMBER OF 112,162,500
SHARES ------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH -0-
REPORTING ------------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
112,162,500
------------------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
112,162,500
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
12
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
63.9%
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TYPE OF REPORTING PERSON*
14
CO
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Republic Industries, Inc., a Delaware corporation (the "Reporting
Person") hereby makes the following statement (this "Statement") pursuant to
Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), and the rules and regulations promulgated thereunder. This Statement is
an amendment to the Schedule 13D filed by the Reporting Person reflecting the
reportable event which occurred on July 1, 1998 (the "Original Statement").
Capitalized terms not defined herein shall have the meaning ascribed to them in
the Original Statement.
ITEM 2. IDENTITY AND BACKGROUND.
The person filing this Statement is Republic Industries,
Inc., a Delaware corporation (the "Reporting Person"). The Reporting Person is
a publicly owned corporation with its common stock listed on The New York Stock
Exchange, and it is principally engaged in automotive retailing and automotive
rental businesses. The address of the Reporting Person's principal office is
The Republic Tower, 110 S.E. 6th Street, Fort Lauderdale, Florida 33301.
The names, addresses and principal occupations of each
executive officer and director of the Reporting Person, all of whom are United
States citizens except as noted below, are as follows:
<TABLE>
<CAPTION>
TITLE WITH REPORTING PRINCIPAL
NAME PERSON BUSINESS ADDRESS OCCUPATION
- ------------------ -------------------- ---------------------- ----------
<S> <C> <C> <C>
H. Wayne Huizenga Chairman and Co-Chief The Republic Tower Executive Officer
Executive Officer 110 S.E. 6th Street of the Reporting
Ft. Lauderdale, FL 33301 Person
Steven R. Berrard Co-Chief Executive The Republic Tower Executive Officer
Officer and Director 110 S.E. 6th Street of the Reporting
Ft. Lauderdale, FL 33301 Person
Harris W. Hudson Vice Chairman The Republic Tower Executive Officer
110 S.E. 6th Street of the Reporting
Ft. Lauderdale, FL 33301 Person
John H. Costello President The Republic Tower Executive Officer
110 S.E. 6th Street of the Reporting
Ft. Lauderdale, FL 33301 Person
Robert J. Brown Director 808 Greensboro Road President & CEO
High Point, NC 27260 of B&C Assoc., Inc.,
a management consulting
and public relations firm
</TABLE>
<TABLE>
<CAPTION>
TITLE WITH REPORTING PRINCIPAL
NAME PERSON BUSINESS ADDRESS OCCUPATION
- ------------------ -------------------- ---------------------- ----------
<S> <C> <C> <C>
J.P. Bryan Director 1221 Lamar Chairman of Torch Energy
Suite 1600 Advisors, Inc., a company that
Houston, TX 77010 manages energy related institutional
holdings
Rick L. Burdick Director 711 Louisiana Street Partner of Akin, Gump, Haute
Suite 1900 & Feld, LLP, a law firm
Houston, TX 77002
Michael G. DeGroote Director Victoria Hall Chairman & Chief Executive
(Citizen of Bermuda) 11 Victoria Street Officer of Century Business Services,
PO Box HM1065 Inc., a provider of professional
Hamilton, HMEX business services and products
Bermuda
George D. Johnson, Jr. Director 450 East Las Olas Blvd. President & CEO of Extended
Suite 1100 Stay America, Inc., an economy
Fort Lauderdale, FL 33301 extended-stay lodging chain
John J. Melk Director 676 North Michigan Ave Chairman, President & CEO of H2O Plus, Inc.,
Suite 3900 a bath and skin products manufacturer
Chicago, IL 60611 and distributor
James O. Cole Senior Vice President, The Republic Tower Executive Officer of the
General Counsel and 110 S.E. 6th Street Reporting Person
Secretary Ft. Lauderdale, FL 33301
</TABLE>
<TABLE>
<CAPTION>
TITLE WITH REPORTING PRINCIPAL
NAME PERSON BUSINESS ADDRESS OCCUPATION
- ------------------ -------------------- ---------------------- ----------
<S> <C> <C> <C>
Thomas W. Hawkins Senior Vice President The Republic Tower Executive Officer of the
Corporate Development 110 S.E. 6th Street Reporting Person
Ft. Lauderdale, FL 33301
Michael S. Karsner Senior Vice President The Republic Tower Executive Officer of the
and Chief Financial 110 S.E. 6th Street Reporting Person
Officer Ft. Lauderdale, FL 33301
Mary Wood Vice President and The Republic Tower Executive Officer of the
Corporate Controller 110 S.E. 6th Street Reporting Person
Ft. Lauderdale, FL 33301
James J. Donahue Senior Vice President The Republic Tower Executive Officer of the
Communications 110 S.E. 6th Street Reporting Person
Ft. Lauderdale, FL 33301
</TABLE>
Neither the Reporting Person, nor to the knowledge of the
Reporting Person, any other person named in this Item 2 has, during the last
five years, (a) been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (b) been a party to any civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree, or final order
enjoining future violations of, or prohibiting or mandating activities subject
to, federal or state securities laws or finding any violation with respect to
such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
OR OTHER CONSIDERATION.
Item 3 is amended and restated in its entirety to read as
follows:
Prior to July 1, 1998, the Issuer was a wholly-owned
subsidiary of the Reporting Person. As of June 30, 1998, the Issuer had certain
obligations for borrowed money consisting of approximately $139.5 million due to
Republic Corporate Management Company, a subsidiary of the Reporting Person, and
approximately $255.9 million due to Republic Resources Company, Inc., a
subsidiary of the Reporting Person. On July 1, 1998, the Issuer issued 5,812,708
shares of Class A Common Stock to Republic Corporate Management Company and
10,661,709 shares of Class A Common Stock to Republic Resources Company, Inc. in
full satisfaction of these intercompany payables and amounts due, and
immediately following such transactions, the total of 16,474,417 shares of Class
A Common Stock were transferred by such subsidiaries to the Reporting Person. As
a result, the Reporting Person acquired 16,474,416 shares of Class A Common
Stock on July 1, 1998 through the repayment of debt by the Issuer to the
Reporting Person's subsidiaries.
Prior to July 1, 1998, the Issuer's authorized capital stock
consisted of one series of common stock, and the Reporting Person owned all 100
issued and outstanding shares of such common stock. The Reporting Person
acquired such common stock for nominal paid-in capital when the Issuer was
incorporated by the Reporting Person in 1996. On July 1, 1998, the Issuer
amended and restated its Certificate of Incorporation to authorize two series of
common stock, Class A Common Stock and Class B Common Stock (collectively, the
"Common Stock"), and recapitalized the 100 shares of common stock into
95,688,083 shares of Class B Common Stock. As a result, the Reporting Person
owned all of the Issuers issued and outstanding Class B Common Stock, consisting
of 95,688,083 shares.
Pursuant to the Issuer's Amended And Restated Certificate of
Incorporation, the Reporting Person is entitled, at any time or from time to
time, to convert all or any portion of its shares of the Issuer's Class B Common
Stock into shares of Class A Common Stock, on a one-for-one basis. On March 2,
1999, the Reporting Person converted all 95,688,083 shares of its Class B Common
Stock of the Issuer, on a one-for-one basis, into shares of Class A Common
Stock, resulting in a total of 112,162,500 shares of the Issuer's Class A Common
Stock held by the Reporting Person.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended and restated in its entirety to read as
follows:
Since 1995, the Reporting Person has acquired and developed
numerous businesses in several industries in three broad business segments,
consisting of automotive retail, automotive rental and solid waste services. In
May 1995, the Reporting Person announced its intention to separate the Issuer,
which constituted the solid waste services businesses and operations of the
Reporting Person, and the associated assets and liabilities of such solid waste
businesses and operations, from the Reporting Person's other businesses and
operations (the "Separation"). The Reporting Person also announced its intention
for the Issuer to complete an initial public offering of the Issuer's Class A
Common Stock, and to complete the Separation by distributing to the Reporting
Person's stockholders in 1999, subject to certain conditions and
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consents, all of the Reporting Person's remaining interest in the Issuer (the
"Distribution"). The Reporting Person and the Issuer entered into a Separation
and Distribution Agreement with respect to these transactions, among other
matters, and the initial public offering by the Issuer was effective on June 30,
1998.
In order to achieve part of the overall business purpose of
the foregoing transactions, which was to raise capital for the Reporting
Person's future acquisitions of automotive retail operations and other corporate
purposes in the most cost efficient manner, the Issuer declared and paid a $2.0
billion dividend in April 1998 in the form of a series of promissory notes
payable by the Issuer to the Reporting Person. The amount of the dividend was
determined based on the Reporting Person's need for capital to fund future
acquisitions and the Issuers borrowing capacity. By the completion of the
Issuer's initial public offering, the promissory notes were prepaid in full by
the Issuer through certain transactions with the Reporting Person, including the
Issuer's payment of approximately $1,442.1 million in cash to the Reporting
Person by applying all of the net proceeds of the Issuer's initial public
offering of 63,250,000 shares of Class A Common Stock to prepayment of the
balance of the remaining amounts outstanding under the promissory notes. Other
obligations owed by the Issuer to the Reporting Person's subsidiaries were paid
through the issuance of 16,474,417 shares of Class A Common Stock as described
above in ITEM 3 of this Statement.
The terms of the Separation and Distribution Agreement provide
that the Reporting Person will only complete the Distribution of the shares of
the Issuer to the Reporting Person's stockholders subject to the satisfaction,
or waiver by the Reporting Person's board of directors, in its sole discretion,
of certain conditions. One of the conditions to the Distribution is that the
Reporting Person obtains a private letter ruling from the Internal Revenue
Service (the "IRS") 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 (the "Code"), in
form and substance satisfactory to the Reporting Person. In July 1998, the
Reporting Person filed its request for a private letter ruling with the IRS, and
continued to process the request through February 1999, with the expectation of
completing the Distribution in mid-1999. In March 1999, the IRS advised the
Reporting Person in writing that the IRS will not rule as requested. As a
result, with the Issuer's consent, the Reporting Person decided to sell all of
the Common Stock of the Issuer held by the Reporting Person. The Separation and
Distribution Agreement is being amended to reflect the Reporting Person's
decision to sell its entire interest in the Issuer.
The Issuer has granted the Reporting Person certain
registration rights with respect to the shares of the Issuer's Common Stock held
by the Reporting Person. As a result of the IRS decision not to rule on the
Reporting Person's request for a private letter ruling as requested, the
Reporting Person exercised its registration rights, and on March 3, 1999, the
Issuer filed a registration statement on Form S-1 with the Securities and
Exchange Commission registering the 112,162,500 shares of the Issuer's Class A
Common Stock held by the Reporting Person (the "Offering").
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended and restated in its entirety to read as
follows:
(a) As of March 3,1999, (i) the Reporting Person beneficially owns 112,162,500
shares of Class A Common Stock, representing approximately 63.9% of the
175,412,500 total shares of Class A Common Stock issued and outstanding, and
(ii) there are no shares of Class B Common Stock issued or outstanding. Until
completion of the Offering, the Reporting Person is able to control virtually
all matters requiring approval of the stockholders of the Issuer, including the
election of all of the Issuer's directors. Upon completion of the Offering, the
Reporting Person will own no shares of the Issuer's Common Stock.
As of March 3, 1999, none of the persons listed above in ITEM
2 of this Statement, other than the Reporting Person, individually or in the
aggregate beneficially owns more than 1% of the outstanding shares of Class A
Common Stock, except that each of such persons may be deemed, pursuant to Rule
13d-3
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under the Securities Exchange Act of 1934, as amended, to be a beneficial owner
of the 112,162,500 shares of Class A Common Stock beneficially owned by the
Reporting Person because such persons are executive officers and/or directors of
the Reporting Person. Each of such persons disclaims beneficial ownership of any
of the 112,162,500 shares of Class A Common Stock owned by the Reporting Person,
and the Reporting Person disclaims beneficial ownership of any shares of Class A
Common Stock owned by any of such persons.
(b) As of March 3, 1999, the Reporting Person has the sole power to vote or
direct the vote, and the sole power to dispose or direct the disposition of all
112,162,500 shares of Class A Common Stock which it beneficially owns.
As of March 3, 1999, none of the persons listed above in ITEM
2 of this Statement, other than the Reporting Person, individually or in the
aggregate has the sole or shared power to vote or direct the vote, or the sole
or shared power to dispose or direct the disposition of, any of the 112,162,500
shares of Class A Common Stock beneficially owned by the Reporting Person. Each
of such other persons individually has the sole power to vote or direct the
vote, and the sole power to dispose or direct the disposition of only those
shares of Class A Common Stock which are directly owned by each of such persons,
respectively.
(c) The only transaction in the Issuer's Common Stock by the Reporting Person
within the past 60 days was the conversion of the 95,688,083 shares of Class B
Common Stock into shares of Class A Common Stock, on a one-for-one basis,
described above in ITEM 3 of this Statement.
(d) No person other than the Reporting Person is known to have the right to
receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the securities owned by the Reporting Person.
(e) Upon completion of the Offering, the Reporting Person will no longer own any
interest in the Issuer.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
REPUBLIC INDUSTRIES, INC.
March 16, 1999
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(Date)
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(Signature)
James O. Cole
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Senior Vice President, General Counsel and
Secretary
(Name/Title)
