UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)*
AutoNation, Inc. (f/k/a Republic Industries, Inc.)
- --------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
- --------------------------------------------------------------------------
(Title of Class of Securities)
05329W102
- --------------------------------------------------------------------------
(CUSIP Number)
Rosalie V. Arthur
333 East Las Olas Boulevard
Fort Lauderdale, Florida 33301
(954) 769-5944
with copies to:
Valerie Ford Jacob, Esq.
Fried, Frank, Harris, Shriver & Jacobson
One New York Plaza
New York, NY 10004
(212) 859-8158
- --------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
N/A
- --------------------------------------------------------------------------
(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 schedule because of ss.ss.240.13d-1(c), 240.13d-1(f) or
240.13d-1(g), check the following box [ ].
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss.240.13d-7(b)
for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other provisions of the
Act (however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 76051610 Page 2 of 14 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Michael S. Egan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 17,976,245
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 17,976,245
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,976,245 Shares, comprised of (i) 3,333 Shares; (ii) options to acquire
750,000 Shares; and (iii) 17,222,912 Shares owned by the Michael S. Egan
Living Trust (or 21,504,910 Shares if the 3,528,665 Shares owned by the
GRAT Trusts (as such term is defined below) are included).
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approximately 5.0% (or approximately 5.9% if the Shares of the GRAT Trusts
are included)
14 TYPE OF REPORTING PERSON
IN
<PAGE>
SCHEDULE 13D
CUSIP No. 76051610 Page 3 of 14 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Michael S. Egan Living Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 17,222,912
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 17,222,912
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,222,912 Shares
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approximately 4.8%
14 TYPE OF REPORTING PERSON
00
<PAGE>
SCHEDULE 13D
CUSIP No. 76051610 Page 4 of 14 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Michael S. Egan Grantor Retained Annuity Trust for Sarah Egan
Mooney
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 705,733
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 705,733
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
705,733 Shares
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approximately 0.2%
14 TYPE OF REPORTING PERSON
00
<PAGE>
SCHEDULE 13D
CUSIP No. 76051610 Page 5 of 14 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Michael S. Egan Grantor Retained Annuity Trust for
Eliza Shenners Egan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 705,733
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 705,733
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
705,733 Shares
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approximately 0.2%
14 TYPE OF REPORTING PERSON
00
<PAGE>
SCHEDULE 13D
CUSIP No. 76051610 Page 6 of 14 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Michael S. Egan Grantor Retained Annuity Trust for
Catherine Lewis Egan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 705,733
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 705,733
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
705,733 Shares
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approximately 0.2%
14 TYPE OF REPORTING PERSON
00
<PAGE>
SCHEDULE 13D
CUSIP No. 76051610 Page 7 of 14 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Michael S. Egan Grantor Retained Annuity Trust for
Teague Michael Thomas Egan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 705,733
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 705,733
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
705,733 Shares
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approximately 0.2%
14 TYPE OF REPORTING PERSON
00
<PAGE>
SCHEDULE 13D
CUSIP No. 76051610 Page 8 of 14 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The Michael S. Egan Grantor Retained Annuity Trust for
Riley Martin Michael Egan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 705,733
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 705,733
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
705,733 Shares
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
approximately 0.2%
14 TYPE OF REPORTING PERSON
00
<PAGE>
SCHEDULE 13D
CUSIP No. 76051610 Page 9 of 14 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
The 110 Group Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 7 SOLE VOTING POWER
SHARES 74
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH None
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH 74
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74 Shares
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
less than 0.1%
14 TYPE OF REPORTING PERSON
00
<PAGE>
This Amendment No. 2 to the Schedule 13D, originally filed on
December 4, 1996 and relating to the common stock, par value $0.01 per
share (the "Common Stock"), issued by AutoNation, Inc. (f/k/a Republic
Industries, Inc.), a Delaware corporation (the "Issuer"), is being filed by
The Michael S. Egan Grantor Retained Annuity Trust for Sarah Egan Mooney
(the "Sarah Egan Mooney GRAT"), The Michael S. Egan Grantor Retained
Annuity Trust for Eliza Shenners Egan (the "Eliza Shenners Egan GRAT"), The
Michael S. Egan Grantor Retained Annuity Trust for Catherine Lewis Egan
(the "Catherine Lewis Egan GRAT"), The Michael S. Egan Grantor Retained
Annuity Trust for Teague Michael Thomas Egan (the "Teague Michael Thomas
Egan GRAT"), The Michael S. Egan Grantor Retained Annuity Trust for Riley
Martin Michael Egan (the "Riley Martin Michael Egan GRAT") (collectively
the "GRAT Trusts"), The Michael S. Egan Living Trust (the "Egan Trust"),
the 110 Group Trust (the "110 Trust") (collectively with the GRAT Trusts
and the Egan Trust, the "Trusts"), and Michael S. Egan ("Mr. Egan")
(collectively with the Trusts, the "Reporting Persons"). The purpose of
this amendment is to update certain immaterial changes and to reflect
changes in percentage ownership due to the fact that the number of shares
of common stock of the Company outstanding has decreased.
ITEM 1. SECURITY AND ISSUER
Item number 1 is hereby amended in its entirety as follows:
The name of the Issuer is AutoNation, Inc. (f/k/a Republic
Industries, Inc.). The Issuer is organized under the laws of the State of
Delaware and its principal executive offices are located at 110 Southeast
6th Street, Ft. Lauderdale, Florida 33301. The class of equity securities
to which this statement relates are shares of common stock, $.01 par value
per share, of the Issuer.
ITEM 2. IDENTITY AND BACKGROUND
Items number 2(b) and 2(c) are hereby amended in their entirety
as follows:
(b) The business address of each of the Reporting Persons is 333
East Las Olas Boulevard, Fort Lauderdale, Florida 33301.
(c) The Reporting Persons which are trusts were established for
the benefit of their respective beneficiaries. Mr. Egan is the Chairman of
the Board of ANC Rental, Inc., located at 200 South Andrews Avenue, Fort
Lauderdale, Florida 33301. S. Jacqueline Egan is the wife of Mr. Egan and
her address is 333 East Las Olas Boulevard, Fort Lauderdale, Florida 33301.
Rosalie Arthur is a Senior Managing Director at Dancing Bear Investments,
Inc., located at 333 East Las Olas Boulevard, Fort Lauderdale, Florida
33301. W. A. Bryan Patten is a Chartered Financial Advisor at the
Investment Firm of Patten & Patten, Inc., located at 520 Lookout Street,
Chattanooga, Tennessee 37403. Dennis Dustin Smith is a partner at the law
firm of Tripp, Scott, P.A., located at 110 S.E. 6th Street, Fort
Lauderdale, Florida 33301.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The second paragraph of Item 3 is hereby amended in its entirety
as follows:
S. Jacqueline Egan, a trustee under the 110 Trust, used personal
funds and borrowings pursuant to a margin account to purchase 3,500 Shares
of Common Stock which she beneficially owns. The total purchase price for
the Shares was $99,972.25. Rosalie Arthur, a trustee under the GRAT Trusts
and the 110 Trust, used personal funds to purchase 2,000 Shares of Common
Stock which she beneficially owns. The total purchase price for the Shares
was $50,306.75.
ITEM 4. PURPOSE OF TRANSACTION
The final paragraph of Item 4 is hereby amended in its entirety
as follows:
S. Jacqueline Egan and Rosalie V. Arthur each acquired their
respective Shares of Common Stock for investment purposes, and depending
upon price, general economic and stock market conditions and other factors,
each may sell, or otherwise dispose of, such Shares or acquire additional
Shares.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Item number 5 is hereby amended in its entirety as follows:
(a) The percentages of Common Stock set forth in this Item 5 are
based upon information obtained from the Issuer that as of March 14, 2000
there were 361,106,991 Shares of Common Stock outstanding. The Shares
beneficially owned by the Subject Persons are as follows:
(i) Mr. Egan (i) beneficially owns 17,976,245 Shares (which
include 750,000 Shares issuable upon exercise of stock
options and 17,222,912 Shares owned by the Egan
Trust) which represent approximately 5.0% of the
outstanding Common Stock (computed in accordance with
Rule 13d-3(d) of the Securities Exchange Act of 1934) and
(ii) may be deemed to beneficially own the 3,528,665
Shares owned by the GRAT Trusts for a total of 21,504,910
Shares which represent approximately 5.9% of the
outstanding Common Stock (computed in accordance with
Rule 13d-3(d) of the Securities Exchange Act of 1934);
(ii) the Egan Trust beneficially owns 17,222,912 Shares which
represent approximately 4.8% of the outstanding Common
Stock;
(iii) the Sarah Egan Mooney GRAT beneficially owns 705,733
Shares which represent approximately 0.2% of the
outstanding Common Stock;
(iv) the Eliza Shenners Egan GRAT beneficially owns 705,733
Shares which represent approximately 0.2% of the
outstanding Common Stock;
(v) the Catherine Lewis Egan GRAT beneficially owns 705,733
Shares which represent approximately 0.2% of the
outstanding Common Stock;
(vi) the Teague Michael Thomas Egan GRAT beneficially owns
705,733 Shares which represent approximately 0.2% of the
outstanding Common Stock;
(vii) the Riley Martin Michael Egan GRAT beneficially owns
705,733 Shares which represent approximately 0.2% of the
outstanding Common Stock;
(viii) the 110 Trust beneficially owns 74 Shares which represent
less than 0.1% of the outstanding Common Stock;
(ix) S. Jacqueline Egan, a trustee under the 110 Trust,
beneficially owns 3,500 Shares which represent less than
0.1% of the outstanding Common Stock; and
(x) Rosalie V. Arthur, a trustee under the GRAT Trusts and
the 110 Trust, beneficially owns 2,000 Shares which
represent less than 0.1% of the outstanding Common Stock.
(b) Mr. Egan has voting and dispositive power with regard to the
Shares held by him. The Trustees have voting and dispositive power with
regard to the Shares held by the Reporting Person for which they serve as a
trustee. Under the terms of the agreement establishing the GRAT Trusts, Mr.
Egan has the right to acquire the Shares held by the GRAT Trusts and to
substitute other property of equivalent value at the time of such
substitution. Therefore, Mr. Egan may be deemed to be the beneficial owner
of such Shares.
(c) Not Applicable
(d) Rosalie Arthur, Dennis Dustin Smith and W. A. Bryan Patten,
as independent trustees of each of the GRAT Trusts, have the power to pay
to Mr. Egan's spouse or the personal representatives or other legal
representatives of her estate any amounts of income or principal from the
GRAT Trusts.
(e) Not Applicable
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 is hereby amended by the addition of the following:
From time to time, there may be transfers of Shares between group
members and/or between group members and entities controlled by group
members. Such transfers have no effect on the beneficial ownership of the
group described herein, and pursuant to such transfers, no person other than
Mr. Egan or the trustees of the Trusts can obtain voting power or
dispositive power over the Shares.
<PAGE>
SIGNATURE PAGE
After reasonable inquiry and to the best of our knowledge and belief, we
certify that the information set forth in this statement is true, complete
and correct.
Dated: March 23, 2000
THE MICHAEL S. EGAN LIVING TRUST
By: /s/ Michael S. Egan
---------------------------------
Name: Michael S. Egan
Title: Trustee
THE MICHAEL S. EGAN GRANTOR RETAINED
ANNUITY TRUST FOR SARAH EGAN MOONEY
By: /s/ Michael S. Egan
---------------------------------
Name: Michael S. Egan
Title: Trustee
THE MICHAEL S. EGAN GRANTOR RETAINED
ANNUITY TRUST FOR ELIZA SHENNERS EGAN
By: /s/ Michael S. Egan
---------------------------------
Name: Michael S. Egan
Title: Trustee
THE MICHAEL S. EGAN GRANTOR RETAINED
ANNUITY TRUST FOR CATHERINE LEWIS EGAN
By: /s/ Michael S. Egan
---------------------------------
Name: Michael S. Egan
Title: Trustee
THE MICHAEL S. EGAN GRANTOR RETAINED
ANNUITY TRUST FOR TEAGUE MICHAEL THOMAS
EGAN
By: /s/ Michael S. Egan
---------------------------------
Name: Michael S. Egan
Title: Trustee
THE MICHAEL S. EGAN GRANTOR RETAINED
ANNUITY TRUST FOR RILEY MARTIN MICHAEL EGAN
By: /s/ Michael S. Egan
---------------------------------
Name: Michael S. Egan
Title: Trustee
THE 110 GROUP TRUST
By: /s/ Rosalie V. Arthur
---------------------------------
Name: Rosalie V. Arthur
Title: Trustee
MICHAEL S. EGAN
By: /s/ Michael S. Egan
---------------------------------
Name: Michael S. Egan
<PAGE>
EXHIBIT A
JOINT FILING AGREEMENT
The undersigned agree that the foregoing Statement on Schedule 13D is being
filed with the Commission on behalf of each of the undersigned pursuant to
Rule 13d-1(f).
Dated: March 23, 2000
THE MICHAEL S. EGAN LIVING TRUST
By: /s/ Michael S. Egan
---------------------------------
Name: Michael S. Egan
Title: Trustee
THE MICHAEL S. EGAN GRANTOR RETAINED
ANNUITY TRUST FOR SARAH EGAN MOONEY
By: /s/ Michael S. Egan
---------------------------------
Name: Michael S. Egan
Title: Trustee
THE MICHAEL S. EGAN GRANTOR RETAINED
ANNUITY TRUST FOR ELIZA SHENNERS EGAN
By: /s/ Michael S. Egan
---------------------------------
Name: Michael S. Egan
Title: Trustee
THE MICHAEL S. EGAN GRANTOR RETAINED
ANNUITY TRUST FOR CATHERINE LEWIS EGAN
By: /s/ Michael S. Egan
---------------------------------
Name: Michael S. Egan
Title: Trustee
THE MICHAEL S. EGAN GRANTOR RETAINED
ANNUITY TRUST FOR TEAGUE MICHAEL THOMAS
EGAN
By: /s/ Michael S. Egan
---------------------------------
Name: Michael S. Egan
Title: Trustee
THE MICHAEL S. EGAN GRANTOR RETAINED
ANNUITY TRUST FOR RILEY MARTIN MICHAEL EGAN
By: /s/ Michael S. Egan
---------------------------------
Name: Michael S. Egan
Title: Trustee
THE 110 GROUP TRUST
By: /s/ Rosalie V. Arthur
---------------------------------
Name: Rosalie V. Arthur
Title: Trustee
MICHAEL S. EGAN
By: /s/ Michael S. Egan
---------------------------------
Name: Michael S. Egan
