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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a)
AUTONATION, INC.
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(Name of Issuer)
COMMON STOCK, $0.01 PAR VALUE
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(Title of Class of Securities)
760759 10 0
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(CUSIP Number)
Rick L. Burdick, P.C.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
711 Louisiana, Suite 1900 South
Houston, Texas 77002
(713) 220-5800
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
SEE ITEM 3 REGARDING AN EXPLANATION FOR THE FILING OF THIS SCHEDULE 13D.
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(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 Rule 13d-1(b)(3) or (4), check the following box [ ].
(Continued on following pages)
(Page 1 of 11 Pages)
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CUSIP NO. 760759 10 0 Page 2 of 11
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(1) Names of Reporting Persons S.S. or I.R.S.
Identification No. of Above Persons
Michael G. DeGroote
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(2) Check the Appropriate Box if a Member of a Group
(See Instructions)* (a) [X]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds (See Instructions)
OO (See Item 3)
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(5) Check if Disclusure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
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(6) Citizenship or Place of Organization
Canadian
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(7) Sole Voting Power
NUMBER OF 19,831,200**
SHARES --------------------------------------------------------
BENEFICIALLY (8) Shared Voting Power
OWNED BY -0-
EACH --------------------------------------------------------
REPORTING (9) Sole Dispositive Power
PERSON WITH 19,831,200**
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(10) Shared Dispositive Power
-0-
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
19,831,200 (See Item 5)
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
(See Item 5)
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(13) Percent of Class Represented by Amount in Row(11)
5.4% (See Item 5)
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(14) Type of Reporting Person (See Instructions)
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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** 19,631,200 of the shares beneficially owned by Mr. DeGroote are held in
the name of Westbury (Bermuda) Ltd., of which he is the sole
shareholder.
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CUSIP NO. 458875 10 1 Page 3 of 11
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(1) Names of Reporting Persons S.S. or I.R.S.
Identification No. of Above Persons
Westbury (Bermuda) Ltd.
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(2) Check the Appropriate Box if a Member of a Group
(See Instructions)* (a) [X]
(b) [ ]
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(3) SEC Use Only
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(4) Source of Funds (See Instructions)
OO (See Item 3)
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(5) Check if Disclusure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
[ ]
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(6) Citizenship or Place of Organization
Bermuda
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(7) Sole Voting Power
NUMBER OF 19,631,200
SHARES --------------------------------------------------------
BENEFICIALLY (8) Shared Voting Power
OWNED BY -0-
EACH --------------------------------------------------------
REPORTING (9) Sole Dispositive Power
PERSON WITH 19,631,200
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(10) Shared Dispositive Power
-0-
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
19,631,200 (See Item 5)
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
[ ]
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(13) Percent of Class Represented by Amount in Row(11)
5.4% (See Item 5)
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(14) Type of Reporting Person (See Instructions)
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 4 of 11
Westbury Bermuda Ltd., a Bermuda exempted company and
successor-in-interest to MGD Holdings Ltd. ("Westbury"), and Mr. Michael G.
DeGroote (together, the "Reporting Persons" and individually, the "Reporting
Person") hereby make the following statement pursuant to Section 13(d) of the
Securities Exchange Act of 1934 (the "Exchange Act") and the rules and
regulations promulgated thereunder.
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, par value $.01 per share
(the "Common Stock"), of Autonation, Inc., a Delaware corporation formerly known
as Republic Industries, Inc. (the "Issuer"). The principal executive offices of
the Issuer are located at 200 East Las Olas Boulevard, Suite 1400, Ft.
Lauderdale, Florida 33301.
ITEM 2. IDENTITY AND BACKGROUND.
(a) - (c), (f) This Statement is being filed by Westbury and Mr.
Michael G. DeGroote (all of the foregoing collectively, the "Reporting Persons"
and individually, the "Reporting Person"). A copy of an agreement among the
Reporting Persons with respect to their joint filing of this Statement is
attached hereto as Exhibit 1.
Westbury is engaged principally in investing in securities beneficially
owned by Mr. DeGroote. Westbury is the successor-in-interest to MGD Holdings
Ltd. ("MGD") as a result of an amalgamation of MGD and Westbury (Bermuda) Ltd.,
both Bermuda exempted companies, that was completed April 30, 1997. Mr. DeGroote
is the sole stockholder of Westbury. The name, business address, principal
occupation or employment and citizenship of each executive officer and director
of Westbury are listed on Schedule A, attached hereto and incorporated herein by
reference.
Mr. DeGroote, a director of the Issuer, is a Canadian citizen but
resides in Bermuda. The principal business address of each of the Reporting
Persons is Victoria Hall, 11 Victoria Street, P.O. Box HM 1065, Hamilton, HMEX
Bermuda.
(d) - (e) During the last five years, none of the Reporting Persons
nor, to the best of any of their knowledge, any of the persons listed on
Schedule A attached hereto, has been (i) convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) or (ii) a party to a
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.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
On July 24, 1997, the Reporting Persons filed a report on Schedule 13G
declaring that neither of them beneficially owned at least 5% of the outstanding
Common Stock. As a result of a share repurchase program initiated by the Issuer,
the total outstanding Common Stock has decreased since that filing such that the
Reporting Persons again each beneficially own more than 5% of the outstanding
Common Stock. This Schedule 13D is being filed to reflect each of the Reporting
Persons' current percentage ownership.
A description of the source of funds for the acquisition of the shares
owned by the Reporting Persons is described in Amendment No. 1 to Schedule 13D
filed by the Reporting Persons on August 15, 1995, and Amendment No. 2 to
Schedule 13D filed by the Reporting Persons on March 12, 1996 (the "March 1996
Filing").
Since the March 1996 Filing, the following securities were acquired by
the Reporting Persons:
Under the Issuer's 1995 Non-Employee Director Stock Option Plan (the
"Non-Employee Director Plan"), in consideration for Mr. DeGroote's service on
the Board of Directors of the Issuer, Mr. DeGroote was granted (i) options to
purchase 20,000 shares of Common Stock at an exercise price of $31.1875
effective January 2, 1997, (ii) options to purchase 20,000 shares of Common
Stock at an exercise price of $23.3125 per share effective January 2, 1998,
(iii) options to purchase 20,000 shares of Common Stock at an exercise price of
$44.875 per share effective January 4, 1999, and (iv) options to purchase 20,000
shares of Common Stock at an exercise price of $9.25 per share effective January
3, 2000 (collectively, the "Non-Employee Director Options"). All of the
Non-Employee Director Options are fully vested and are exercisable for a period
of ten years from the date of grant. In the event Mr. DeGroote chooses to
exercise such options, it is currently anticipated that the payment of the
exercise price will be funded with personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
See Item 3 for an explanation of the filing of this Schedule 13D. Mr.
DeGroote acquired the Non-Employee Director Options as consideration for his
service on the Board of Directors of the Issuer. It is currently anticipated
that any exercise of such options will be as an investment. The Reporting
Persons have not formulated any plans or proposals which relate to or would
result in any of the events or transactions described in Item 4 (a) through (j)
of the General Instructions to Schedule 13D under the Exchange Act, although
each Reporting Person reserves the right to formulate such plans or proposals in
the future.
ITEM 5. INTEREST IN SECURITIES OF ISSUER.
(a) and (b) As of February 8, 2000, Westbury beneficially owns for
purposes of this Schedule 13D 19,631,200 shares of Common Stock representing
5.4% of the outstanding shares of Common Stock, calculated in accordance with
Rule 13d-3 under the Exchange Act (based upon 365,226,384 shares of Common Stock
issued and outstanding as of February 8, 2000).
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In addition, as of February 8, 2000, Mr. DeGroote may be deemed to
beneficially own 19,831,200 shares of Common Stock (which includes 19,631,200
shares of Common Stock beneficially owned by Westbury, of which Mr. DeGroote is
the controlling shareholder, and the 200,000 Non-Employee Director Options),
representing 5.4% of the outstanding shares of Common Stock, calculated in
accordance with Rule 13d-3 under the Exchange Act (based upon 365,226,384 shares
of Common Stock issued and outstanding as of February 8, 2000).
Mr. Luchak owns 10,000 shares of Common Stock, representing less than
1% of the outstanding shares of Common Stock, calculated in accordance with Rule
13d-3 under the Exchange Act (based on 356,226,384 shares of Common Stock
outstanding as of February 8, 2000). Mr. Luchak has the sole power to vote or
direct the voting of and the sole power to dispose or direct the disposition of
all of the 10,000 shares of Common Stock.
Mr. Watt owns 10,000 shares of Common Stock, representing less than 1%
of the outstanding shares of Common Stock, calculated in accordance with Rule
13d-3 under the Exchange Act (based on 356,226,384 shares of Common Stock
outstanding as of February 8, 2000). Mr. Watt has the sole power to vote or
direct the voting of and the sole power to dispose or direct the disposition of
all of the 10,000 shares of Common Stock.
Ms. Santin owns no shares of Common Stock.
The Reporting Persons disclaim beneficial ownership of all shares of
Common Stock beneficially owned by Messrs. Luchak and Watt.
(c) The only transactions in any securities of the Issuer that were
effected during the past sixty days by the Reporting Persons and Messrs. Luchak
and Watt were the following:
o On January 3, 2000, Mr. DeGroote was granted 20,000 Non-Employee
Director Options;
o On February 3, 2000. Mr. Watt purchased 10,000 shares of Common
Stock.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1: Joint Filing Agreement among Mr. Michael G. DeGroote, and
Westbury (Bermuda) Ltd.
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Page 8 of 11
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Statement is true, correct and
complete.
Dated: February 16, 2000 Michael G. DeGroote
By: /s/ Michael G. DeGroote
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Dated: February 16, 2000 Westbury (Bermuda) Ltd.
By: /s/ Michael G. DeGroote
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Michael G. DeGroote
President
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SCHEDULE A
EXECUTIVE OFFICERS AND DIRECTORS
OF
WESTBURY (BERMUDA) LTD.
NAME & CAPACITY WITH PRINCIPAL OCCUPATION PRINCIPAL
WESTBURY (BERMUDA) LTD. AND CITIZENSHIP BUSINESS ADDRESS
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Michael G. DeGroote Retired Businessman Victoria Hall
President, Canadian 11 Victoria Street
Director P. O. Box HM 1065
Hamilton, HMEX
Bermuda
James Watt Financial Analyst Victoria Hall
Vice President, Canadian 11 Victoria Street
Director P. O. Box HM 1065
Hamilton, HMEX
Bermuda
Fred Luchak Attorney Victoria Hall
Director Canadian 11 Victoria Street
P. O. Box HM 1065
Hamilton, HMEX
Bermuda
Taina Santin Administrative Assistant Victoria Hall
Secretary Bermudian 11 Victoria Street
P. O. Box HM 1065
Hamilton, HMEX
Bermuda
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INDEX TO EXHIBITS
NUMBER EXHIBIT
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1.* Joint Filing Agreement among Mr. Michael G. DeGroote, and
Westbury (Bermuda) Ltd.
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* Filed herewith.
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EXHIBIT 1
JOINT FILING AGREEMENT
The undersigned hereby agree that the statement on Schedule 13D with
respect to the Common Stock of Autonation, Inc. dated February 16, 2000, is, and
any amendments thereto signed by each of the undersigned shall be, filed on
behalf of us pursuant to and in accordance with the provisions of Rule 13d-1(f)
under the Securities Exchange Act of 1934.
Dated: February 16, 2000 Michael G. DeGroote
/s/ Michael G. DeGroote
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Dated: February 16, 2000 Westbury (Bermuda) Ltd.
By: /s/ Michael G. DeGroote
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Michael G. DeGroote
President
