-----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, T38GHhnPuvhQZysNIoDzQD1Isv/Up6nIBEtAQSOIhzHHcXVUHqIFGzolNPASrbMR iXroDB/UdeV/QGFSHct3/A== 0000950144-95-003511.txt : 19951218 0000950144-95-003511.hdr.sgml : 19951218 ACCESSION NUMBER: 0000950144-95-003511 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19951030 ITEM INFORMATION: Acquisition or disposition of assets ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19951215 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 SEC ACT: 1934 Act SEC FILE NUMBER: 000-09787 FILM NUMBER: 95601968 BUSINESS ADDRESS: STREET 1: 200 E LAS OLAS BLVD STREET 2: STE 1400 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 1 REPUBLIC INDUSTRIES, INC. FORM 8-K 10/30/95 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report November 30, 1995 (Date of earliest event reported) REPUBLIC INDUSTRIES, INC. (Exact name of registrant as specified in its charter) Delaware 0-9787 73-1105145 -------- ------ ---------- (State or other (Commission File (I.R.S. Employer jurisdiction Number) Identification of incorporation) No.) 200 East Las Olas Blvd. Suite 1400 Ft. Lauderdale, Florida 33301 (Address of principal executive offices) Registrant's telephone number, including area code (305) 627-6000 REPUBLIC WASTE INDUSTRIES, INC. (Former name of registrant as specified in its charter) ================================================================================ 2 With respect to each contract, agreement or other document referred to herein and filed with the Securities and Exchange Commission (the "Commission") as an exhibit to this report, reference is made to the exhibit for a more complete description of the matter involved, and each such statement shall be deemed qualified in its entirety by such reference. ITEM 2. ACQUISITIONS OF ASSETS. ACQUISITION OF J.C. DUNCAN COMPANY, INC. AND AFFILIATES. On November 30, 1995, Republic Industries, Inc., a Delaware corporation formerly known as Republic Waste Industries, Inc. (the "Company"), acquired all of the outstanding shares of J.C. Duncan Company, Inc., a Texas corporation, and of several related companies affiliated by common ownership and management with J.C. Duncan Company, Inc. (collectively, the "Duncan Companies"), through a series of merger transactions (the "Duncan Mergers"), in which several wholly-owned subsidiaries of the Company merged with and into the Duncan Companies, and all of the issued and outstanding shares of each of the Duncan Companies were exchanged for an aggregate of 5,256,055 shares of common stock, $0.01 par value per share, issued by the Company to the stockholders of the Duncan Companies. The Merger Agreement for the Duncan Mergers was described in, and was filed as Exhibit 2.2 to, the Current Report on Form 8-K dated October 31, 1995 by the Company, which is incorporated herein by reference for all purposes. The Duncan Mergers are being accounted for as pooling of interests business combinations. ACQUISITION OF GARBAGE DISPOSAL SERVICE, INC. On November 30, 1995, the Company acquired all of the outstanding shares of Garbage Disposal Service, Inc., a North Carolina corporation ("GDS"), through a merger transaction (the "GDS Merger"), in which a wholly-owned subsidiary of the Company merged with and into GDS, and all of the issued and outstanding shares of GDS were exchanged for an aggregate of 3,003,000 shares of common stock, $0.01 par value per share, issued by the Company to the stockholders of GDS, Lee G. Brown and Mina Brown McLean. The Merger Agreement for the GDS Merger was described in, and was filed as Exhibit 2.1 to, the Current Report on Form 8-K dated October 31, 1995 by the Company, which is incorporated herein by reference for all purposes. The GDS Merger is being accounted for as a pooling of interests business combination. ITEM 5. OTHER EVENTS. ACQUISITION OF FENNELL CONTAINER COMPANY, INC. AND AFFILIATES. On November 30, 1995, the Company acquired all of the outstanding shares of Fennell Container Company, Inc., a South Carolina corporation, and of several related companies affiliated by common ownership and management with Fennell Container Company, Inc. (collectively, the "Fennell Companies"), through a series of merger transactions (the "Fennell Mergers"), in which several wholly-owned subsidiaries of the Company merged with and into the Fennell Companies, and all of the issued and outstanding shares of each of the Fennell Companies were exchanged for an aggregate of 3,111,111 shares of common stock, $0.01 par value per share, issued by the Company to the stockholders of the Fennell Companies. The Merger Agreement for the Fennell Mergers was described in, and was filed as Exhibit 2.3 to, the Current Report on Form 8-K dated October 31, 1995 by the Company, which is incorporated herein by reference for all purposes. The Fennell Mergers are being accounted for as pooling of interests business combinations. ACQUISITION OF SCOTT SECURITY SYSTEMS. On November 30, 1995, the Company acquired all of the outstanding shares of Cana First Corporation, a Florida corporation doing business as Scott Security Systems, and of several related companies affiliated by common ownership and management with Cana First Corporation (collectively, the "Scott Companies"), through a series of merger transactions (the "Scott Mergers"), in which several wholly-owned subsidiaries of the Company merged with and into the Scott Companies, and all of the issued and outstanding shares of each of the Scott Companies were exchanged for an aggregate of 1,567,818 shares of common stock, $0.01 par value per share, issued by the Company to the stockholders of the Scott Companies. The Scott Mergers are being accounted for as pooling of interests business combinations. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Businesses Acquired. As of the date of filing of this Current Report on Form 8-K, it is impracticable for the Registrant to provide the financial statements required by this Item 7(a). In accordance with Item 7(a)(4) of Form 8-K, such financial statements shall be filed by amendment to this Form 8-K no later than 60 days after December 15, 1995. (b) Pro Forma Financial Information. As of the date of filing of this Current Report on Form 8-K, it is impracticable for the Registrant to provide the pro forma financial information required by this Item 7(b). In accordance with Item 7(b)(2) of Form 8-K, such financial statements shall be filed by amendment to this Form 8-K no later than 60 days after December 15, 1995. (c) Exhibits. None. 2 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 thereunto duly authorized. REPUBLIC INDUSTRIES, INC. Date: December 15, 1995 By: /s/ Gregory K. Fairbanks ------------------------ Gregory K. Fairbanks, Chief Financial Officer and Executive Vice President 3 -----END PRIVACY-ENHANCED MESSAGE-----