UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------------------------------
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO._______ )*
AutoNation, Inc. (f/k/a Republic Industries, Inc.)
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(Name of Issuer)
Common Stock, par value $0.01 per share
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(Title of Class of Securities)
05329W102
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(CUSIP Number)
N/A
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
*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 the disclosures provided in a prior cover
page.
The information required in 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 (the "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>
CUSIP No. 05329W102 13G Page 2 of 19 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Michael S. Egan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER
SHARES 17,973,012 (or 21,501,677)
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 17,973,012 (or 21,501,677)
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,973,012 Shares, comprised of (i) 100 Shares; (ii) options to
acquire 750,000 Shares; and (iii) 17,222,912 Shares owned by the
Michael S. Egan Living Trust (or 21,501,677 Shares if the 3,528,665
Shares owned by the GRAT Trusts (as such term is defined below)
are included).
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
approximately 5.0% (or approximately 5.9% if the Shares of the
GRAT Trusts are included)
12 TYPE OF REPORTING PERSON (See Instructions)
IN
<PAGE>
CUSIP No. 05329W102 13G Page 3 of 19 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Michael S. Egan Living Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 5 SOLE VOTING POWER
SHARES 17,222,912
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 17,222,912
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,222,912
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
approximately 4.8%
12 TYPE OF REPORTING PERSON (See Instructions)
OO
<PAGE>
CUSIP No. 05329W102 13G Page 4 of 19 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Michael S. Egan Grantor Retained Annuity Trust for Sarah
Egan Mooney
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 5 SOLE VOTING POWER
SHARES 705,733
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 705,733
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
705,733
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
approximately 0.2%
12 TYPE OF REPORTING PERSON (See Instructions)
OO
<PAGE>
CUSIP No. 05329W102 13G Page 5 of 19 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Michael S. Egan Grantor Retained Annuity Trust for Eliza
Shenners Egan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 5 SOLE VOTING POWER
SHARES 705,733
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 705,733
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
705,733
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
approximately 0.2%
12 TYPE OF REPORTING PERSON (See Instructions)
OO
<PAGE>
CUSIP No. 05329W102 13G Page 6 of 19 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The Michael S. Egan Grantor Retained Annuity Trust for Catherine
Lewis Egan
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 5 SOLE VOTING POWER
SHARES 705,733
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 705,733
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
705,733
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
approximately 0.2%
12 TYPE OF REPORTING PERSON (See Instructions)
OO
<PAGE>
CUSIP No. 05329W102 13G Page 7 of 19 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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) [ ]
(See Instructions) (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 5 SOLE VOTING POWER
SHARES 705,733
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 705,733
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
705,733
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
approximately 0.2%
12 TYPE OF REPORTING PERSON (See Instructions)
OO
<PAGE>
CUSIP No. 05329W102 13G Page 8 of 19 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
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) [ ]
(See Instructions) (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 5 SOLE VOTING POWER
SHARES 705,733
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 705,733
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
705,733
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
approximately 0.2%
12 TYPE OF REPORTING PERSON (See Instructions)
OO
<PAGE>
CUSIP No. 05329W102 13G Page 9 of 19 Pages
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
The 110 Group Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(See Instructions) (b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
NUMBER OF 5 SOLE VOTING POWER
SHARES 74
BENEFICIALLY 6 SHARED VOTING POWER
OWNED BY EACH
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON WITH 74
8 SHARED DISPOSITIVE POWER
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
74
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ]
EXCLUDES CERTAIN SHARES (See Instructions)
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
less than 0.1%
12 TYPE OF REPORTING PERSON (See Instructions)
OO
<PAGE>
SCHEDULE 13G
This Statement on Schedule 13G, 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"). This
Schedule 13G amends the statement on Schedule 13D filed by the Reporting
Person on March 23, 2000. The percentages reported herein are based on
there being 361,134,189 shares of Common Stock outstanding as reported in
the Form 10-Q of the Issuer filed on May 15, 2000.
ITEM 1(A). NAME OF ISSUER:
AutoNation, Inc. (the "Issuer")
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
110 Southeast 6th Street, Ft. Lauderdale, Florida 33301
ITEM 2(A). NAME OF PERSON FILING:
This Schedule 13G is filed by the following Reporting
Persons; Michael S. Egan, the Egan Trust, the Sarah Egan
Mooney GRAT, the Eliza Shenners Egan GRAT, the Catherine
Lewis Egan GRAT, the Teague Michael Thomas Egan GRAT, the
Riley Martin Michael Egan GRAT, and the 110 Group Trust.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
The business address of each of the Reporting Persons is 333
East Las Olas Boulevard, Fort Lauderdale, Florida 33301.
ITEM 2(C). CITIZENSHIP:
United States
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock, par value $0.01 per share.
ITEM 2(E). CUSIP NUMBER:
05329W102
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B)
OR (C), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of the
Act (15 U.S.C. 78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15
U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
(d) [ ] Investment company registered under section 8 of
the Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e) [ ] An investment adviser in accordance
withss.240.13d-1(b)(1)(ii)(E).
(f) [ ] An employee benefit plan or endowment fund in
accordance with ss.240.13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in
accordance with ss.240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813).
(i) [ ] A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance withss.240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant toss.240.13d-1(c), check
this box [X].
ITEM 4. OWNERSHIP
Mr. Egan
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(a) Amount beneficially owned: 17,973,012 Shares, comprised of (i) 100
Shares; (ii) options to acquire 750,000 Shares; and (iii) 17,222,912
Shares owned by the Egan Trust (or 21,501,677 Shares if the 3,528,665
Shares owned by the GRAT Trusts (as such term is defined above) are
included).
(b) Percent of class: Approximately 5.0% of the outstanding Common
Stock (computed in accordance with Rule 13d-3(d) of the Securities
Exchange Act of 1934) (or approximately 5.9% of the outstanding Common
Stock if the Shares owned by the GRAT Trusts are included (computed in
accordance with Rule 13d-3(d) of the Securities Exchange Act of
1934)).
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 17,973,012 (or
21,501,677)
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
17,973,012 (or 21,501,677)
(iv) Shared power to dispose or to direct the disposition of:
Egan Trust
----------
(a) Amount beneficially owned: 17,222,912
(b) Percent of class: Approximately 4.8%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 17,222,912
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
17,222,912
(iv) Shared power to dispose or to direct the disposition of:
Sarah Egan Mooney GRAT
----------------------
(a) Amount beneficially owned: 705,733
(b) Percent of class: Approximately 0.2%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 705,733
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
705,733
(iv) Shared power to dispose or to direct the disposition of:
Eliza Shenners Egan GRAT
------------------------
(a) Amount beneficially owned: 705,733
(b) Percent of class: Approximately 0.2%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 705,733
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
705,733
(iv) Shared power to dispose or to direct the disposition of:
Catherine Lewis Egan GRAT
-------------------------
(a) Amount beneficially owned: 705,733
(b) Percent of class: Approximately 0.2%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 705,733
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
705,733
(iv) Shared power to dispose or to direct the disposition of:
Teague Michael Thomas Egan GRAT
-------------------------------
(a) Amount beneficially owned: 705,733
(b) Percent of class: Approximately 0.2%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 705,733
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
705,733
(iv) Shared power to dispose or to direct the disposition of:
Riley Martin Michael Egan GRAT
------------------------------
(a) Amount beneficially owned: 705,733
(b) Percent of class: Approximately 0.2%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 705,733
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
705,733
(iv) Shared power to dispose or to direct the disposition of:
110 Group Trust
---------------
(a) Amount beneficially owned: 74
(b) Percent of class: less than 0.1%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 74
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of: 74
(iv) Shared power to dispose or to direct the disposition of:
S. Jacqueline Egan (a trustee under the GRAT Trusts and the 110 Trust)
----------------------------------------------------------------------
(a) Amount beneficially owned: 3,500
(b) Percent of class: less than 0.1%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 3,500
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
3,500
(iv) Shared power to dispose or to direct the disposition of:
Rosalie V. Arthur (a trustee under the GRAT Trusts and the 110 Trust)
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(a) Amount beneficially owned: 2,000
(b) Percent of class: less than 0.1%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 2,000
(ii) Shared power to vote or to direct the vote:
(iii) Sole power to dispose or to direct the disposition of:
2,000
(iv) Shared power to dispose or to direct the disposition of:
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the beneficial owner
of more than five percent of the class of securities, check the following [ ].
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not Applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not Applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
See Exhibit A.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
ITEM 10. CERTIFICATIONS.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held
for the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are not
held in connection with or as a participant in any transaction having that
purpose or effect.
<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: August 7, 2000
THE MICHAEL S. EGAN LIVING TRUST
By: /s/ Michael S. Egan
--------------------------------------
Name: Michael S. Egan
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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
----------------------------------
Title: Trustee
