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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) JUNE 30, 2000
AUTONATION, 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
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On June 30, 2000, AutoNation, Inc. completed the tax-free spin-off of
ANC Rental Corporation, which owns and operates the assets that related to
AutoNation's automotive rental business, to AutoNation's stockholders. As part
of the transaction, AutoNation's stockholders received one share of ANC Rental
Corporation for every eight shares of AutoNation common stock owned as of the
record date for the spin-off, which was June 16, 2000.
Before the spin-off, AutoNation owned 100% of ANC Rental's common
stock. As a result of the spin-off, ANC Rental Corporation became a free
standing public company whose stock trades on the Nasdaq National Market under
the symbol "ANCX." Regular-way trading in ANC Rental common stock began on
Monday, July 3.
In connection with the spin-off, AutoNation and ANC Rental entered into
a Separation and Distribution Agreement, providing for, among other things, the
principal corporate transactions required to effect the spin-off and certain
other agreements governing the relationship between AutoNation and ANC Rental
with respect to or as a result of the spin-off.
In addition to the Separation and Distribution Agreement, AutoNation
and ANC Rental also entered into other agreements governing the spin-off and the
subsequent relationship between the two companies, including a Tax Sharing
Agreement, a Benefits Agreement and a Reimbursement Agreement relating to
certain debt of ANC Rental to be guaranteed by AutoNation in connection with the
spin-off.
No consideration was payable by AutoNation stockholders for the shares
of ANC Rental common stock received in the spin-off, nor were they required to
surrender or exchange shares of AutoNation common stock or take any other action
in order to receive the ANC Rental shares.
Additional information concerning ANC Rental and the spin-off is
contained in ANC Rental's Registration Statement on Form 10, Amendment No. 7
(Commission File No. 0-30776), which was declared effective by the Securities
and Exchange Commission on June 16, 2000.
The foregoing description of the terms of the spin-off is qualified in
its entirety by reference to the agreements and press release which are
exhibits hereto and are incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable
(b) Pro Forma Financial Information
The pro forma financial information required by this Item 7(b) is
incorporated by reference to the unaudited consolidated pro forma
balance sheet included in Exhibit 99.2 attached hereto. The
Company's former automotive rental segment has been accounted for
as a discontinued operation in the Company's historical financial
statements and therefore no pro forma statement of operations data
is required under this Item 7(b).
(c) Exhibits
The Exhibits to this report are listed in the Exhibit Index.
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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.
AUTONATION, INC.
/s/ Jonathan P. Ferrando
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Jonathan P. Ferrando
Senior Vice President,
General Counsel and Secretary
Dated: July 17, 2000
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INDEX TO EXHIBITS
EXHIBIT EXHIBIT
NUMBER DESCRIPTION
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2.1 Separation and Distribution Agreement dated June 30, 2000, between
AutoNation, Inc. and ANC Rental Corporation.
10.1 Tax Sharing Agreement dated June 30, 2000 between AutoNation, Inc.
and ANC Rental Corporation.
10.2 Benefits Agreement dated June 30, 2000 between AutoNation, Inc.
and ANC Rental Corporation.
10.3 Reimbursement Agreement dated June 30, 2000 between AutoNation,
Inc. and ANC Rental Corporation.
99.1 Press release of AutoNation, Inc. dated June 30, 2000.
99.2 Unaudited Consolidated Pro Forma Balance Sheet as of
March 31, 2000.
