<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
REPUBLIC SERVICES, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
CLASS A COMMON STOCK, $.01 PAR VALUE
- --------------------------------------------------------------------------------
(Title of Class of Securities)
760759 10 0
-------------
(CUSIP Number)
Jonathan L. Awner, Esq.
Akerman, Senterfitt & Eidson, P.A.
One Southeast Third Avenue
Miami, Florida 33131
Tel. No. (305) 374-5600
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
May 3, 1999
-------------------------------------------------------
(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: / /
(Continued on following pages)
<PAGE> 2
SCHEDULE 13D
CUSIP NO. 760759 100
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
AUTONATION INSURANCE COMPANY, INC.
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
2 (b)[X]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
5
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Vermont
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 12,162,500 (see Item 2)
SHARES ------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH -0-
REPORTING ------------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
12,162,500 (see Item 2)
------------------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
12,162,500 (see Item 2)
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
12
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.9%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- --------------------------------------------------------------------------------
<PAGE> 3
SCHEDULE 13D
CUSIP NO. 760759 100
- --------------------------------------------------------------------------------
NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
AUTONATION, INC. (FORMERLY KNOWN AS REPUBLIC INDUSTRIES, INC.)
- --------------------------------------------------------------------------------
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
2 (b)[X]
- --------------------------------------------------------------------------------
SEC USE ONLY
3
- --------------------------------------------------------------------------------
SOURCE OF FUNDS*
4
OO
- --------------------------------------------------------------------------------
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) [ ]
5
- --------------------------------------------------------------------------------
CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
- --------------------------------------------------------------------------------
SOLE VOTING POWER
7
NUMBER OF 12,162,500 (see Item 2)
SHARES ------------------------------------------------
BENEFICIALLY SHARED VOTING POWER
OWNED BY 8
EACH -0-
REPORTING ------------------------------------------------
PERSON SOLE DISPOSITIVE POWER
WITH 9
12,162,500 (see Item 2)
------------------------------------------------
SHARED DISPOSITIVE POWER
10
-0-
- --------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
12,162,500 (see Item 2)
- --------------------------------------------------------------------------------
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
12
- --------------------------------------------------------------------------------
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
6.9%
- --------------------------------------------------------------------------------
TYPE OF REPORTING PERSON*
14
CO
- --------------------------------------------------------------------------------
<PAGE> 4
PRELIMINARY NOTE
ITEM 1. SECURITY AND ISSUER
AutoNation, Inc., a Delaware corporation formerly known as Republic
Industries, Inc. ("AutoNation"), and AutoNation Insurance Company, Inc., a
Vermont corporation ("ANIC") (collectively, the "Reporting Persons"), hereby
make 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 with respect to the shares of Class A
common stock, par value $.01 per share (the "Common Stock") of Republic
Services, Inc., a Delaware corporation (the "Issuer"). This Statement is an
amendment to the Schedule 13D filed by AutoNation reflecting the reportable
event which occurred on July 1, 1998 (the "Original Statement"), as amended by
Amendment No. 1 as of March 2, 1999. Capitalized terms not defined herein shall
have the meaning ascribed to them in the Original Statement.
ITEM 2. IDENTITY AND BACKGROUND.
This statement is being filed by (i) ANIC as the direct
beneficial owner of 12,162,500 shares of the Class A Common Stock (the "Reported
Stock") of the Issuer and (ii) AutoNation by virtue of it being the indirect
owner of all of the outstanding stock of ANIC. AutoNation 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 AutoNation's principal office is 110 S.E. 6th Street, Fort
Lauderdale, Florida 33301.
The names, addresses and principal occupations of each
executive officer and director of the AutoNation, all of whom are United
States citizens except as noted below, are as follows:
<TABLE>
<CAPTION>
PRINCIPAL
NAME TITLE WITH AUTONATION BUSINESS ADDRESS OCCUPATION
- ------------------ --------------------- ---------------------- ----------
<S> <C> <C> <C>
H. Wayne Huizenga Chairman and Co-Chief 110 S.E. 6th Street Executive Officer
Executive Officer Ft. Lauderdale, FL 33301 of AutoNation
Steven R. Berrard Co-Chief Executive 110 S.E. 6th Street Executive Officer
Officer and Director Ft. Lauderdale, FL 33301 of AutoNation
Harris W. Hudson Vice Chairman 110 S.E. 6th Street Executive Officer
Ft. Lauderdale, FL 33301 of AutoNation
John H. Costello President 110 S.E. 6th Street Executive Officer
Ft. Lauderdale, FL 33301 of AutoNation
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>
PRINCIPAL
NAME TITLE WITH AUTONATION 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, Hauer
Suite 1900 & Feld, LLP, a law firm
Houston, TX 77002
Michael G. DeGroote Director Victoria Hall Chairman & Chief Executive
(Citizen of Canada) 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, 110 S.E. 6th Street Executive Officer of the
General Counsel and Ft. Lauderdale, FL 33301 Reporting Person
Secretary
</TABLE>
<TABLE>
<CAPTION>
PRINCIPAL
NAME TITLE WITH AUTONATION BUSINESS ADDRESS OCCUPATION
- ------------------ -------------------- ---------------------- ----------
<S> <C> <C> <C>
Thomas W. Hawkins Senior Vice President 110 S.E. 6th Street Executive Officer of the
Corporate Development Ft. Lauderdale, FL 33301 Reporting Person
Michael S. Karsner Senior Vice President 110 S.E. 6th Street Executive Officer of the
and Chief Financial Ft. Lauderdale, FL 33301 Reporting Person
Officer
Mary Wood Vice President and 110 S.E. 6th Street Executive Officer of the
Corporate Controller Ft. Lauderdale, FL 33301 Reporting Person
James J. Donahue Senior Vice President 110 S.E. 6th Street Executive Officer of the
Communications Ft. Lauderdale, FL 33301 Reporting Person
</TABLE>
ANIC is a captive insurance company, and indirect wholly-owned
subsidiary of AutoNation. The address of ANIC's principal office is 76 St. Paul
Street, Suite 501, Burlington, Vermont 05401.
The names, addresses and principal occupations of each executive
officer and director of ANIC, all of whom are United States citizens, are as
follows:
<TABLE>
<CAPTION>
Name Title with ANIC Business Address Principal Occupation
- ---- --------------- ---------------- --------------------
<S> <C> <C> <C>
Layne M. Lott President and 110 S.E. 6th Street Officer of the
Director Fort Lauderdale, Fl Reporting Person
33301
Phillip A. Trotsky Executive Vice 110 S.E. 6th Street Officer of the
President, Fort Lauderdale, Fl Reporting Person
Treasurer and 33301
Director
Guy Ragosta Vice President 76 St. Paul Street, Officer of Willis
and Director Ste 501 Coroon Management
Burlington, VT 05401 (Vermont), Ltd.
Jeffrey P. Johnson Secretary 100 E. State Street Attorney of Primmer
Montpelier, VT 05601 & Piper P.C.
</TABLE>
Neither of the Reporting Persons, nor to the knowledge of
either of the Reporting Persons, 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 AutoNation. 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 AutoNation, and
approximately $255.9 million due to Republic Resources Company, Inc., a
subsidiary of AutoNation. 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 AutoNation. As a result,
AutoNation acquired 16,474,416 shares of Class A Common Stock on July 1, 1998
through the repayment of debt by the Issuer to AutoNation's subsidiaries.
Prior to July 1, 1998, the Issuer's authorized capital stock
consisted of one series of common stock, and AutoNation owned all 100 issued and
outstanding shares of such common stock. AutoNation acquired such common stock
for nominal paid-in capital when the Issuer was incorporated by AutoNation 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, AutoNation owned all of the Issuer's issued and outstanding Class B
Common Stock, consisting of 95,688,083 shares.
Pursuant to the Issuer's Amended And Restated Certificate of
Incorporation, AutoNation 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,
AutoNation 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
AutoNation.
On April 5, 1999, AutoNation transferred all of the
112,162,500 shares of Class A Common Stock to its subsidiary, ANIC, for no
consideration as additional paid-in capital.
On April 27, 1999, the Issuer, and the Reporting Persons
entered into a Purchase Agreement with certain U.S. underwriters in the United
States and Canada, and into a Purchase Agreement with certain international
managers outside the United States and Canada, pursuant to which ANIC agreed to
sell to the U.S. underwriters, and the U.S. underwriters agreed to purchase from
ANIC, 80,000,000 shares of Class A Common Stock, and ANIC agreed to sell to the
international managers, and the international managers agreed to purchase from
ANIC, 20,000,000 shares of Class A Common Stock. Under the Purchase Agreements,
ANIC granted an option to the U.S. underwriters to purchase up to 9,730,000
additional shares of Class A Common Stock and ANIC granted an option to the
international managers to purchase up to 2,432,500 additional shares of Class A
Common Stock. On May 3, 1999, ANIC sold 100,000,000 shares pursuant to the two
Purchase Agreements.
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended and restated in its entirety to read as
follows:
Since 1995, AutoNation 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 1998,
AutoNation announced its intention to separate the Issuer, which constituted the
solid waste services businesses and operations of AutoNation, and the associated
assets and liabilities of such solid waste businesses and operations, from
AutoNation's other businesses and operations (the "Separation"). AutoNation 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 AutoNation's stockholders in 1999, subject to certain conditions
and consents, all of AutoNation's remaining interest in the Issuer (the
"Distribution"). AutoNation 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.
<PAGE> 5
In order to achieve part of the overall business purpose of
the foregoing transactions, which was to raise capital for AutoNation'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 AutoNation. The amount of the dividend was determined based on AutoNation's
need for capital to fund future acquisitions and the Issuer's 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 AutoNation, including the Issuer's payment of approximately $1,442.1
million in cash to AutoNation 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 AutoNation'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
provided that AutoNation would only complete the Distribution of the shares of
the Issuer to AutoNation's stockholders subject to the satisfaction, or waiver
by AutoNation's board of directors, in its sole discretion, of certain
conditions. One of the conditions to the Distribution was that AutoNation obtain
a private letter ruling from the Internal Revenue Service (the "IRS") to the
effect that, among other things, the Distribution would 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 AutoNation. In July 1998, AutoNation 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 AutoNation in writing that the IRS will not rule
as requested. As a result, with the Issuer's consent, AutoNation decided to sell
all of the Common Stock of the Issuer held by AutoNation.
In the Separation and Distribution Agreement, the Issuer
granted AutoNation certain registration rights with respect to the shares of the
Issuer's Common Stock held by AutoNation. As a result of the IRS decision not to
rule on AutoNation's request for a private letter ruling as requested,
AutoNation 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 AutoNation (the "Offering").
On April 27, 1999, the Reporting Persons and the Issuer
entered into Purchase Agreements with several underwriters for the sale by ANIC
of 100,000,000 shares of Class A Common Stock, as described in ITEM 3 above and
in ITEM 5(c) below. Pursuant to the Purchase Agreements, ANIC granted its
underwriters an option to purchase, in full or in part, from time to time until
May 26, 1999 all of the remaining 12,162,500 shares of Class A Common Stock
owned by ANIC.
Prior to its sale of the 100,000,000 shares of Class A Common
Stock, ANIC executed a proxy to vote all of its 112,162,500 shares of Class A
Common Stock in favor of all proposals to be presented by the Issuer at the
annual meeting of the Issuer's stockholders on May 20, 1999, including votes in
favor of:
(1) The election to the Issuer's board of directors of all of
the persons nominated by the Issuer to serve as directors;
(2) An amendment to the Issuer's amended and restated
certificate of incorporation to eliminate all
classifications of the Issuer's common stock;
(3) The ratification of the appointment of Arthur Andersen
LLP as the Issuer's independent public accountants for
1999; and
(4) The adoption of an employee stock purchase plan.
These proposals are described in detail in the Issuer's
definitive proxy statement mailed to its stockholders with respect to its
annual meeting of stockholders to be held on May 20, 1999.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended and restated in its entirety to read as
follows:
(a) As of May 3, 1999, (i) ANIC directly beneficially owns 12,162,500 shares of
Class A Common Stock (the "Reported Stock"), representing approximately 6.9% of
the 175,412,500 total shares of Class A Common Stock issued and outstanding and
AutoNation may be deemed to be the indirect beneficial owner of such shares by
virtue of ANIC being an indirect wholly-owned subsidiary of AutoNation, and (ii)
there are no shares of Class B Common Stock issued or outstanding. Prior to the
completion of the Offering on May 3, 1999, the Reporting Persons owned
approximately 63.9% of the issued and outstanding shares of Class A Common Stock
and were able to control virtually all matters requiring approval of the
stockholders of the Issuer, including the election of all of the Issuer's
directors.
As of May 3, 1999, none of the persons listed above in ITEM 2
of this Statement, other than the Reporting Persons, individually or in the
aggregate beneficially owned 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
<PAGE> 6
under the Securities Exchange Act of 1934, as amended, to be a beneficial owner
of the Reported Stock beneficially owned by the Reporting Persons because such
persons are executive officers and/or directors of the respective Reporting
Persons. Each of such persons disclaim beneficial ownership of any of the
Reported Stock and the Reporting Persons disclaim beneficial ownership of any
shares of Class A Common Stock owned by any of such persons.
(b) As of May 3, 1999, ANIC has the sole power to vote or direct the vote, and
the sole power to dispose or direct the disposition of all of the Reported
Stock. By virtue of the relationship to ANIC described above, AutoNation may be
deemed to have sole voting and dispositive power with respect to the Reported
Stock.
As of May 3, 1999, none of the persons listed above in ITEM 2 of this
Statement, other than the Reporting Persons, 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 Reported Stock. 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 transactions in the Class A Common Stock by either of the Reporting
Persons within the past 60 days was the transfer on April 5, 1999 by AutoNation
to ANIC of 112,162,500 shares of Class A Common Stock, and the sale on May 3,
1999 by ANIC of 100,000,000 shares of Class A Common Stock at a price of $16.875
per share pursuant to an underwritten secondary public offering.
(d) No person other than the Reporting Persons 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 Reported Stock.
(e) If the underwriters exercise their over-allotment option to purchase the
Reported Stock in full, then the Reporting Persons will no longer own any
interest in the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is amended and restated in its entirety as follows:
The following constitute all contracts, arrangements, understandings
or relationships (legal or otherwise) between the Reporting Persons and other
persons with respect to any securities of the Issuer:
1. That certain Separation and Distribution Agreement dated as of June 30, 1998
by and between AutoNation and the Issuer, which sets forth certain agreements
between the Issuer and AutoNation with respect to the principal corporate
transactions required to effect the Separation, the initial public offering of
Class A Common Stock by the Issuer, and the Distribution, among other matters.
2. That certain U.S. Purchase Agreement dated June 30, 1998 by and among the
Issuer, AutoNation and the U.S. underwriters of the Issuer's initial public
offering, with respect to the issuance and sale by the Issuer and the purchase
by such underwriters of 44,000,000 shares of Class A Common Stock (including
6,600,000 shares solely to cover over-allotments).
3. That certain International Purchase Agreement dated June 30, 1998 by and
among the Issuer, AutoNation and the international underwriters of the
Issuer's initial public offering, with respect to the issuance and sale by the
Issuer and the purchase by such underwriters of 11,000,000 shares of Class A
Common Stock (including 1,650,000 shares solely to cover over-allotments).
4. Those certain "lock-up" letter agreements dated June 30, 1998, by AutoNation
to the U.S. underwriters and the international underwriters of the Issuer's
initial public offering with respect to the Reporting Person's agreement not to
offer or sell any shares of Common Stock during a period of 180 days from June
30, 1998.
5. That certain U.S. Purchase Agreement dated April 27, 1999 by and among the
Issuer, the Reporting Persons and the U.S. underwriters of ANIC's secondary
public offering, with respect to the sale by ANIC and purchase by the U.S.
underwriters of 89,730,000 shares of Class A Common Stock (including 9,730,000
shares solely to cover over-allotments).
6. That certain International Purchase Agreement dated April 27, 1999 by and
among the Issuer, the Reporting Persons and the international underwriters of
ANIC's secondary public offering, with respect to the sale by ANIC and purchase
by the international underwriters of 22,432,500 shares of Class A Common Stock
(including 2,432,500 shares solely to cover over-allotments).
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Joint Filing Agreement among AutoNation Insurance Company, Inc. and
AutoNation, Inc.
Exhibit 2: That certain U.S. Purchase Agreement dated April 27, 1999 by and
among the Issuer, the Reporting Persons and the U.S. underwriters of ANIC's
secondary public offering, with respect to the sale by ANIC and purchase by the
U.S. underwriters of 89,730,000 shares of Class A Common Stock (including
9,730,000 shares solely to cover over-allotments).
Exhibit 3: That certain International Purchase Agreement dated April 27, 1999 by
and among the Issuer, the Reporting Persons and the international underwriters
of ANIC's secondary public offering, with respect to the sale by ANIC and
purchase by the international underwriters of 22,432,500 shares of Class A
Common Stock (including 2,432,500 shares solely to cover over-allotments).
<PAGE> 7
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.
AUTONATION INSURANCE COMPANY, INC.
Date: May 14, 1999 By: /s/ Layne M. Lott
------------------------------------------
President
AUTONATION, INC.
Date: May 14, 1999 By: /s/ James O. Cole
------------------------------------------
Senior Vice President, General Counsel and
Secretary
<PAGE> 8
INDEX TO EXHIBITS
NUMBER EXHIBIT
- ------ -------
1* Joint Filing Agreement between AutoNation Insurance Company, Inc.
and AutoNation, Inc.
2. U.S. Purchase Agreement dated April 27, 1999 (incorporated by
reference to Exhibit 1.1 to AutoNation's Current Report on
Form 8-K filed on May 14, 1999).
3. International Purchase Agreement dated April 27, 1999 (incorporated
by reference to Exhibit 1.2 to AutoNation's Current Report on
Form 8-K filed on May 14, 1999).
- -------------
* Filed herewith.
<PAGE> 9
EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the Statement on Schedule 13D with
respect to the Common Stock of Republic Services, Inc. of even date herewith is,
and any amendments thereto signed by each of the undersigned shall be, filed on
behalf of each of the undersigned pursuant to and in accordance with the
provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934.
AUTONATION INSURANCE COMPANY, INC.
Date: May 14, 1999 By: /s/ Layne M. Lott
------------------------------------------
President
AUTONATION, INC.
Date: May 14, 1999 By: /s/ James O. Cole
------------------------------------------
Senior Vice President, General Counsel and
Secretary
