-----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, UAK44LHHxgTQ0d3sdB6th1F7u7Ycgwhyy+LPZWdjF2NJI7eCbaLRmfM7m0IyoWns svQhzhThNM63oi4o28FsgQ== 0000950144-96-003871.txt : 19960702 0000950144-96-003871.hdr.sgml : 19960702 ACCESSION NUMBER: 0000950144-96-003871 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960701 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19960701 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: 96589419 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 7/1/96 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 (Date of earliest event reported) July 1, 1996 ------------ 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.) 200 East Las Olas Boulevard Suite 1400 Ft. Lauderdale, FL 33301 --------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (954) 627-6000 -------------- N.A. ------------------------------------------------------------- (Former name or former address, if changed since last report) 2 Item 5. Other Events. On July 1, 1996 Republic Industries, Inc. (the "Registrant") announced that it had entered a definitive agreement (the "Agreement") to combine with ADT Limited ("ADT") in a transaction valued at approximately $5 billion. Under the terms of the Agreement, ADT shareholders will receive .92857 of a share of the Registrant's common stock, $0.01 par value per share ("Common Stock") for each outstanding share of ADT common stock, and ADT will become a wholly-owned subsidiary of the Registrant. The exchange ratio was based on a price of $26 for each share of ADT common stock. As part of the transaction, ADT issued the Registrant a warrant to acquire 15 million shares of ADT common stock at an exercise price of $20 per share. The warrant is exercisable if the Agreement is terminated for any reason. The Registrant anticipates issuing approximately 130 million shares of Common Stock at the closing of the transaction and reserving an additional 38 million shares of Common Stock issuable in the future upon the exercise of outstanding options and warrants of ADT, and the conversion of ADT's Liquid Yield Option Notes. In addition, the Registrant has obtained a Commitment from NationsBank of Florida, N.A. that would increase its borrowing capacity from $250 million to $750 million. The Registrant currently has no borrowings under its existing credit facility. The transaction is intended to be tax-free to ADT's shareholders and will be accounted for as a pooling of interests business combination. Consummation of the transactions contemplated by the Agreement is subject to, among other things, approval by the stockholders of the Registrant and ADT, receipt by ADT of a fairness opinion from its financial advisor by no later than July 15, 1996, and other customary conditions, including receipt of regulatory approvals. The descriptions contained herein of the Agreement and the transactions contemplated thereunder are qualified in their entirety by reference to the Press Release, dated July 1, 1996, attached hereto as Exhibit 99, which is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (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 and 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/ Richard L. Handley ---------------------- Richard L. Handley Senior Vice President Date: July 1, 1996 4 REPUBLIC INDUSTRIES, INC. EXHIBIT INDEX
Number and Sequential Description of Exhibit Page Number - ---------------------- ----------- 1. None 2. None 4. None 16. None 17. None 21. None 23. None 24. None 27. None 99. Press Release, dated July 1, 1996.
EX-99 2 PRESS RELEASE 7/1/96 1 EXHIBIT 99 [REPUBLIC LETTERHEAD] CONTACT: Republic Industries 954-627-6000 J. Ronald Castell 954-627-6061 David Potts 954-627-6039 ADT Limited 407-997-8406 ADT AND REPUBLIC INDUSTRIES TO COMBINE --Will Create Largest Electronic Security Service Provider and Accelerate Plans for AutoNation USA Fort Lauderdale, FL July 1, 1996 - Republic Industries, Inc. (Nasdaq: RWIN) and ADT Limited (NYSE: ADT) jointly announced today that they have signed a definitive agreement providing for the combination of ADT and Republic. Under the terms of the agreement, which was approved by the Board of Directors of each company, ADT shareholders will receive .92857 shares of Republic common Stock for each share of ADT common stock, and ADT will become a wholly-owned subsidiary of Republic. The transaction is valued at approximately $5 billion. The exchange ratio was based on a price of $26 for each share of ADT common stock. As part of the transaction, ADT issued Republic a warrant to acquire 15 million shares of ADT common stock at an exercise price of $20 per share. The warrant is exercisable if the agreement is terminated for any reason. H. Wayne Huizenga, Chairman and Chief Executive Officer of Republic, stated "The combination of ADT and Republic will create the world's largest provider of electronic security services and strengthen our businesses at AutoNation USA." "On a combined basis, our security businesses will serve approximately 1.6 million customers in the United States, Canada, the United Kingdom and continental Europe." --more-- 2 "ADT Automotive consists of vehicle auction centers, reconditioning services, vehicle remarketing, title assistance, data management, truck and equipment services, and inventory management of leased and fleet vehicles. These operations and their management expertise in the automotive industry will enable us to accelerate AutoNation USA's business plans. At the same time, we will be able to capitalize on ADT's strong relationships with manufacturers and other suppliers of vehicles." "This exciting combination is consistent with our strategy of enhancing shareholder value by building businesses in high growth industries and capitalizing on opportunities to make these businesses well-recognized, branded leaders in their markets. This transaction represents a tremendous opportunity for the shareholders of both Republic and ADT." Mr. Huizenga said. Michael A. Ashcroft, Chairman and Chief Executive Officer of ADT, added "We are excited about the opportunities which this combination offers for the shareholders of both companies. Combining Republic's existing electronic security services business with ADT's will create a unique platform for future growth." "In addition, we are optimistic that the relationship between ADT Automotive and AutoNation USA will be beneficial to both businesses." Following the combination, Mr. Ashcroft will become a member of Republic's Board of Directors. He will also continue with his responsibilities as Chairman and Chief Executive Officer of ADT. Stephen J. Ruzika will continue as President of ADT's electronic security services division. Mr. Ruzika is currently Executive Vice President and Chief Financial Officer of ADT. Michael J. Richardson will continue as President and Chief Executive Officer of ADT Automotive, which will become part of AutoNation USA. The transaction is intended to be tax-free to ADT's shareholders and will be accounted for as a pooling of interests. Completion of the transaction is subject to customary conditions, including the receipt of all required regulatory approvals and approval by both companies' shareholders. The transaction is also subject to ADT's receipt of a fairness opinion by no later than July 15, 1996. Republic anticipates issuing approximately 130 million shares of its common stock at the closing of the transaction and reserving an additional 38 million shares for the exercise of ADT options and warrants and the conversion of ADT Liquid Yield Option Notes in the future. Republic has also obtained a commitment from NationsBank that would increase its borrowing capacity from $250 million to $750 million. The Company currently has no borrowings under its existing facility. Republic is a diversified company operating in the electronic security service, solid waste, and out-of-home media industries. The Company is expanding into the automotive industry. --more-- 3 ADT is the largest single provider of electronic security services in North America and the largest provider in the United Kingdom, providing continuous monitoring of commercial and residential security systems to over 1.4 million customers in North America and Europe. ADT is also the second largest provider of vehicle auction services in the United States, operating a network of 29 vehicle auction centers providing a comprehensive range of vehicle remarketing services to vehicle dealers and owners of and operators of vehicle fleets. ##### -----END PRIVACY-ENHANCED MESSAGE-----