-----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, Pu9zR3a1fp1GugC6ktNyl6N307NNBhAcr7TLFLpXRdgo+sJjN1NSphdBhOFibc3A laQ24x8pws8mZGhihuuyTA== 0000950144-97-001831.txt : 19970227 0000950144-97-001831.hdr.sgml : 19970227 ACCESSION NUMBER: 0000950144-97-001831 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970116 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970226 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: REPUBLIC INDUSTRIES INC 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: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-09787 FILM NUMBER: 97543556 BUSINESS ADDRESS: STREET 1: 450 E LAS OLAS BLVD STREET 2: STE 1200 CITY: FT. LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 3057618333 MAIL ADDRESS: STREET 1: 200 EAST LAS OLAS BLVD STREET 2: SUITE 1400 CITY: FT. LAUDERDALE STATE: FL ZIP: 33301 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 8-K/A 1 REPUBLIC INDUSTRIES 8-K/A 1/16/97 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) January 16, 1997 ---------------- REPUBLIC INDUSTRIES, INC. ------------------------- (Exact name of registrant as specified in its charter) Delaware -------- (State or other jurisdiction of incorporation) 0-9787 73-1105145 ------ ---------- (Commission (IRS Employer File Number) Identification No.) 450 East Las Olas Boulevard Suite 1200 Ft. Lauderdale, FL 33301 --------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (954) 713-5200 -------------- N.A. ------------------------------------------------------------- (Former name or former address, if changed since last report) 2 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On January 16, 1997, Republic Industries, Inc. (the "Registrant") acquired in a merger transaction, all of the outstanding capital stock of AutoNation Incorporated ("AutoNation"). As a result of such transaction, AutoNation became a wholly-owned subsidiary of the Registrant. Pursuant to a Merger Agreement, dated as of May 8, 1996, as amended (the "Agreement"), among the Registrant, RI/ANI Merger Corp., AutoNation, H. Wayne Huizenga, Steven R. Berrard and JM Family Enterprises, Inc., the Registrant acquired AutoNation in exchange for an aggregate of 17,467,248 shares of the common stock, par value $.01 per share, of the Registrant. The transaction will be accounted for under the purchase method of accounting. The descriptions contained herein of the Agreement and the transactions contemplated thereunder are qualified in their entirety by reference to the Agreement and the Press Release, dated January 16, 1997, included herewith as Exhibits 2.1, 2.2 and 99, respectively, which are incorporated herein by reference. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (a) The historical combined financial statements of AutoNation required by this Item 7(a) are incorporated herein by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K/A dated November 25, 1996. (b) The pro forma financial information of AutoNation required by this Item 7(b) are incorporated herein by reference to Exhibit 99.1 to the Registrant's Current Report on Form 8-K/A dated November 25, 1996. (c) Exhibits. The Exhibits to this Report are listed in the Exhibit Index set forth elsewhere herein. 3 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. REPUBLIC INDUSTRIES, INC. By: /s/ Michael S. Karsner ---------------------------------- Michael S. Karsner Senior Vice President and Chief Financial Officer Date: February 24, 1997 ----------------- 4 REPUBLIC INDUSTRIES, INC. EXHIBIT INDEX Number and Description of Exhibit - ---------------------- 1. None 2.1 Merger Agreement, dated as of May 8, 1996, as amended on September 30, 1996 and October 31, 1996 (the "Merger Agreement"), among Republic Industries, Inc., RI/ANI Merger Corp., AutoNation Incorporated, H. Wayne Huizenga, Steven R. Berrard and JM Family Enterprises, Inc. (incorporated by reference to Annex A to the Registrant's Special Stockholder's Meeting Proxy Statement dated December 13, 1996). 2.2* Third Amendment to Merger Agreement, dated as of December 31, 1996. 4. None 15. None 16. None 17. None 21. None 23. None 24. None 27. None 99.* Press Release, dated January 16, 1997. ----------------- * Filed herewith EX-2.2 2 THIRD AMENDMENT TO MERGER AGREEMENT 1 EXHIBIT 2.2 THIRD AMENDMENT TO MERGER AGREEMENT THIS THIRD AMENDMENT TO MERGER AGREEMENT (this "Amendment"), is entered into as of December 31, 1996, by and among REPUBLIC INDUSTRIES, INC., a Delaware corporation ("Republic"), RI/ANI MERGER CORP., a Florida corporation, AUTONATION INCORPORATED, a Florida corporation ("AutoNation"), H. WAYNE HUIZENGA, STEVEN R. BERRARD and JM FAMILY ENTERPRISES, INC., a Delaware corporation. WHEREAS, the parties to this Amendment entered into that certain Merger Agreement dated as of May 8, 1996, as amended on September 30, 1996 and October 31, 1996 (the "Merger Agreement"); and WHEREAS, the parties hereto desire to amend the Merger Agreement; NOW THEREFORE, the parties agree that the following amendments shall be effective immediately: 1. Capitalized terms used herein and not defined have the meanings ascribed to them in the Merger Agreement. 2. Section 5.3 of the Merger Agreement is hereby amended to delete Republic's obligation to file a registration statement on Form S-4 in connection with the issuance of Republic Common Stock in the Merger. In lieu thereof, as soon as practicable following consummation of the Merger, Republic agrees to file a Registration Statement on Form S-3 to allow former shareholders of AutoNation to resell and offer for resale from time to time on a continuous basis the Republic Shares they receive in the Merger. 3. The term "December 31, 1996" as set forth in the third sentence of Section 5.11 of the Merger Agreement is hereby changed to "January 31, 1997." 4. Section 6.2(d) is hereby amended in its entirety as follows: "(d) Private Placement Acknowledgment. At or prior to the Closing, each of the Shareholders shall have delivered to Republic a letter agreement, in form and substance satisfactory to Republic, acknowledging that the shares of Republic Common Stock to be received by them in the Merger are "restricted securities" as defined in Rule 144 under the Securities Act and such shares may not be sold or otherwise disposed of except (i) pursuant to an effective registration statement filed under the Securities Act and in compliance with state securities laws or (ii) in accordance with an opinion of counsel that an exemption from such registration is available." 5. The term "December 31, 1996" as set forth in Section 9.1(d) of the Merger Agreement is hereby changed to "January 31, 1997." 2 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written. REPUBLIC INDUSTRIES, INC. By: /s/ RICHARD L. HANDLEY ------------------------------------ Richard L. Handley, Senior Vice President RI/ANI MERGER CORP. By: /s/ RICHARD L. HANDLEY ------------------------------------ Richard L. Handley, Vice President AUTONATION INCORPORATED By: /s/ STEVEN R. BERRARD ------------------------------------ Steven R. Berrard, President /s/ H. WAYNE HUIZENGA ----------------------------------- H. Wayne Huizenga /s/ STEVEN R. BERRARD ----------------------------------- Steven R. Berrard JM FAMILY ENTERPRISES, INC. By: /s/ COLIN W. BROWN ----------------------------------- Colin W. Brown, Executive Vice President EX-99 3 PRESS RELEASE 1 EXHIBIT 99 [LOGO] REPUBLIC INDUSTRIES INC. 450 East Las Olas Boulevard Suite 1200 Fort Lauderdale, Florida 33301 954-713-5200 FOR IMMEDIATE RELEASE Contacts: Michael Karsner - --------------------- (954) 713-5230 J. Ronald Castell (954) 713-5355 REPUBLIC INDUSTRIES COMPLETES ACQUISITION OF AUTONATION USA Ft. Lauderdale, Florida (January 16, 1997)--Republic Industries, Inc. (NASDAQ:RWIN) announced today that it had completed its previously announced acquisition of AutoNation USA. The announcement was made following a vote conducted at a Special Meeting of Shareholders in Ft. Lauderdale, Florida. According to the Company, of the shares voted, over 99.8% were cast in favor of the acquisition. AutoNation USA is developing a chain of Megastores for the sale of reconditioned-to-be-like-new vehicles in a customer-friendly environment. Prior to the acquisition by Republic, AutoNation was a privately-owned corporation. In connection with this transaction Republic issued approximately 17.5 million shares of common stock. Republic is a diversified company operating in the automotive, solid waste, electronic security and out-of-home advertising industries. ### -----END PRIVACY-ENHANCED MESSAGE-----