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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) March 3, 1999
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REPUBLIC INDUSTRIES, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE
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(State or other jurisdiction of incorporation)
1-13107 73-1105145
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(Commission File Number) (IRS Employer Identification No.)
110 S.E. 6TH STREET
FT. LAUDERDALE, FLORIDA 33301
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code (954)769-6000
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N/A
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(Former name or former address, if changed since last report)
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ITEM 5. OTHER EVENTS
On March 3, 1999, Republic Industries, Inc. (the "Company") issued a
press release to announce that it will not complete the tax-free distribution of
its shares of the common stock of Republic Services, Inc. ("Republic Services")
to the stockholders of the Company, as originally anticipated, and rather, will
sell its entire interest in Republic Services, comprising 112,162,500 shares of
Class A common stock.
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.
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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.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
REPUBLIC INDUSTRIES, INC.
By: /s/ James O. Cole
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James O. Cole
Senior Vice President,
General Counsel and Secretary
Dated: March 3, 1999
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INDEX TO EXHIBITS
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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99 Press Release dated March 3, 1999.
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EXHIBIT 99
REPUBLIC INDUSTRIES TO SELL REMAINING SHARES OF REPUBLIC SERVICES
Media Inquiries: Jim Donahue (954) 769-7208
Investor Inquiries: Sheila Stuewe (954) 769-7342
Fort Lauderdale, FL (March 3, 1999) - Republic Industries, Inc. (NYSE: RII)
today announced that it will sell all of its shares of Republic Services, Inc.
(NYSE: RSG) in a public offering. The Company had said previously that it
planned to distribute its shares of RSG to shareholders of RII on a tax-free
basis, if it could obtain a favorable ruling from the Internal Revenue Service
(IRS). Despite several meetings and supplemental filings with the IRS, and
subsequent meetings with the Treasury Department, Republic Industries was
unable to obtain a favorable ruling on the proposed distribution.
Steven R. Berrard, Co-Chief Executive Officer of Republic Industries, said,
"Given the IRS' decision, we cannot proceed with the planned tax-free
distribution. The Board therefore explored a number of alternatives to provide
a direct benefit to our stockholders. All of these alternatives involved a tax
on both the Company's offering and the distribution to our stockholders.
Considering that, the Board determined that the best way to create long-term
value for our stockholders would be to invest the cash proceeds from the
offering in our core automotive businesses."
A registration statement has been filed to register for sale all of Republic
Industries' 112.2 million shares of Republic Services' common stock. All shares
of Class B common stock owned by Republic Industries have been converted into
shares of Class A common stock.
Assuming favorable market conditions, Republic Industries anticipates
completing the proposed offering in the second quarter of 1999. The offering
will be made only by means of a prospectus.
As a result of the decision to sell its interest in Republic Services, the
Company will be required to report its solid waste services segment as a
discontinued operation. Republic Industries, Inc. operates subsidiaries in the
automotive retailing and automotive rental industries. The Company owns the
nation's largest chain of new vehicle dealerships and the AutoNation USA chain
of used vehicle megastores. The Company owns National Car Rental System, Inc.,
Alamo Rent-A-Car, Inc. and CarTemps USA. Republic Services, Inc. is one of the
leading providers of non-hazardous solid waste collection and disposal services
in the U.S.
Certain statements and information included in this release 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 in such forward-looking statements. Additional discussion of factors
that could cause actual results to differ materially from management's
projections, forecasts, estimates and expectations is contained in the Company's
SEC filings.
