-----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, Q1D6OlCGwHC4m0FmHAsJh7W/oyOyqcVB0AH3Yu1Ht2AljNBJ+kWY2rI5LLJwZLvd cX2Rf21aipsJdudT4cAKyQ== 0000950144-96-009425.txt : 19970102 0000950144-96-009425.hdr.sgml : 19970102 ACCESSION NUMBER: 0000950144-96-009425 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961223 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961231 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: 96688828 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 1 REPUBLIC INDUSTRIES FORM 8-K 12-23-96 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) December 23, 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.) 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 5. OTHER EVENTS On December 23, 1996, Republic Industries, Inc. (the "Registrant") announced its intention to acquire Ed Mullinax, Inc. and its subsidiaries (collectively, "Mullinax") in a merger transaction (the "Merger"). It is contemplated that the Registrant will issue shares of its common stock, $0.01 par value having a value of approximately $100 million in connection with the Merger. Consummation of the Merger is subject to customary conditions, including receipt of regulatory approvals. The descriptions contained herein of the Merger are qualified in their entirety by reference to the Press Release, dated December 23, 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 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: December 31, 1996 ------------------ 4 REPUBLIC INDUSTRIES, INC. EXHIBIT INDEX Number and Description of Exhibit - ---------------------- 1. None 2. None 4. None 16. None 17. None 21. None 23. None 24. None 27. None 99. Press Release, dated December 23, 1996. EX-99 2 PRESS RELEASE 1 EXHIBIT 99 REPUBLIC INDUSTRIES, INC. 450 East Las Olas Boulevard Suite 1200 Fort Lauderdale, Florida 33301 954-713-5200 954-713-2115 FAX FOR IMMEDIATE RELEASE CONTACT: J. RONALD CASTELL - --------------------- (954) 713-5355 ED MULLINAX, INC. TO MERGE WITH REPUBLIC INDUSTRIES Fort Lauderdale, Florida (December 23, 1996) - Republic Industries, Inc. (NASDAQ:RWIN) announced today that it has signed definitive agreements providing for a merger with Ed Mullinax, Inc. and its subsidiaries. Mullinax owns and operates five Ford and Lincoln-Mercury dealerships in Northeast Ohio and South Florida. H. Wayne Huizenga, Chairman and Co-Chief Executive Officer of Republic, commented "the merger of the Mullinax dealerships with Republic creates a solid foundation from which we will implement our new vehicle strategy in markets where we will develop AutoNation USA. By combining new vehicles with AutoNation USA, we will reach the consumer at every level in the automotive buying and service process." Mr. Huizenga also stated "Ed Mullinax and his seasoned management team bring a wealth of talent and experience to our automotive operations. Ed is an innovator, having pioneered the "one-price" selling process. His company has operated with a true commitment to the customer with a "no haggle" selling philosophy for over 20 years." Mullinax is the number one Ford retailer in the United States. He operates dealerships in Wickliffe, North Canton, Amherst and Brunswick, Ohio as well as Margate, Florida. In connection with the merger, Ed Mullinax, his sons Larry and Jerry, along with his long-time business partner, Pat O'Brien, and other key members of the their management team will enter into long-term employment agreements with Republic. The closing is subject to customary conditions. Republic has obtained necessary approvals from Ford and Lincoln-Mercury for the merger. The transaction is expected to close in early 1997. Republic anticipates issuing common stock having a value of approximately $100 million at closing. Republic is a diversified company operating in the automotive, solid waste, electronic security and out-of-home media industries. -----END PRIVACY-ENHANCED MESSAGE-----