-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, T5UETu2ZOf/nn5chDutJ2zaY7CIJpGJmkRJ+D8yD6JOF/N+uYaZYgXVPAOi9FyEh MwxquTVFv0UoJsSKQBgbtw== 0000895345-00-000208.txt : 20000324 0000895345-00-000208.hdr.sgml : 20000324 ACCESSION NUMBER: 0000895345-00-000208 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000323 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUTONATION INC /FL CENTRAL INDEX KEY: 0000350698 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 731105145 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-40342 FILM NUMBER: 576888 BUSINESS ADDRESS: STREET 1: 110 SE 6TH ST CITY: FT LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 9547696000 MAIL ADDRESS: STREET 1: 110 SE 6TH ST CITY: FT LAUDERDALE STATE: FL ZIP: 33301 FORMER COMPANY: FORMER CONFORMED NAME: REPUBLIC INDUSTRIES INC DATE OF NAME CHANGE: 19951215 FORMER COMPANY: FORMER CONFORMED NAME: REPUBLIC WASTE INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: REPUBLIC RESOURCES CORP DATE OF NAME CHANGE: 19900226 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EGAN MICHAEL S CENTRAL INDEX KEY: 0001027828 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: DANCING BEAR INVESTMENTS STREET 2: 333 EAST LAS OLAS BLVD CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 9547695949 MAIL ADDRESS: STREET 1: DANCING BEAR INVESTMENTS STREET 2: 333 EAST LAS OLAS BLVD CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 SC 13D/A 1 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). 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 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 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 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 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 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 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 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 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. 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 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 -----END PRIVACY-ENHANCED MESSAGE-----