-----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, M3VoGlf9ZwutPwNbuJ9fFnXLgAiQmNDz4flv8O06o9CXXgDbyMz4kPgOhSgDE8AS VZzx9qnE9t4wRIt5xUJhbg== 0000950144-97-000726.txt : 19970130 0000950144-97-000726.hdr.sgml : 19970130 ACCESSION NUMBER: 0000950144-97-000726 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 19970129 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: S-3 SEC ACT: 1933 Act SEC FILE NUMBER: 333-20667 FILM NUMBER: 97513770 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 S-3 1 REPUBLIC INDUSTRIES FORM S-3 1 As Filed with the Securities and Exchange Commission on January 29, 1997. REGISTRATION NO. 333-_____ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- REPUBLIC INDUSTRIES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) 450 East Las Olas Blvd., Suite 1200 Delaware Fort Lauderdale, Florida 33301 73-1105145 (State or other (954) 713-5200 (I.R.S. Employer jurisdiction of (Address, including zip code, and Identification incorporation or telephone number, including area No.) organization) code of registrant's principal executive offices)
-------------------------------------------- RICHARD L. HANDLEY Senior Vice President Republic Industries, Inc. 450 East Las Olas Blvd., Suite 1200 Ft. Lauderdale, Florida 33301 (954) 713-5200 (NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE) Copy To: JONATHAN L. AWNER, ESQ. Akerman, Senterfitt & Eidson, P.A. One SE Third Ave. Miami, Florida 33131 (305) 374-5600 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: From time to time after the effective date of this Registration Statement. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. [ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 (the "Securities Act"), other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. [x] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. [ ]
- ------------------------------------------------------------------------------------------------- Title of each Proposed Maximum Proposed Maximum Amount of class of securities Amount to be offering price aggregate offering registration to be registered registered per unit(1) price(1) fee(2) - -------------------------------------------------------------------------------------------------- Common Stock, par value $.01 per share.......... 38,780,443 $41.3125 $1,602,117,051.44 $485,490.02
- --------------- (1) Estimated pursuant to Rule 457(c) solely for the purpose of calculating the amount of the registration fee. The average of the high and low prices reported on The Nasdaq Stock Market was $41.3125 on January 24, 1997. (2) Pursuant to Rule 457(b), the registration fee has been reduced by $79,912.66, which was paid on May 31, 1996 in connection with the filing under the Securities Exchange Act of 1934, as amended, by the Registrant of a preliminary proxy statement relating to a special meeting of the stockholders of the Registrant for the purpose of approving the issuance of 17,467,217 shares of Common Stock in connection with the merger of AutoNation Incorporated with a wholly-owned subsidiary of the Registrant, which shares of Common Stock are being registered on this Registration Statement for resale by the former shareholders of AutoNation Incorporated. Accordingly the registration fee payable upon the filing of this Registration Statement is $405,577.36. THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A), MAY DETERMINE. 2 Registration Statement File No. 333-_____ PROSPECTUS 38,780,443 SHARES REPUBLIC INDUSTRIES, INC. LOGO COMMON STOCK This Prospectus relates to an aggregate of 38,780,443 shares (the "Shares") of common stock, par value $.01 per share ("Common Stock"), of Republic Industries, Inc., a Delaware corporation (the "Company"), which may be offered (the "Offering") for sale by persons (the "Selling Stockholders") who have acquired such shares in certain private placement transactions and acquisitions of businesses by the Company not involving a public offering. The Shares are being registered under the Securities Act of 1933, as amended (the "Securities Act"), on behalf of the Selling Stockholders in order to permit the public sale or other distribution of the Shares. The Shares may be sold or distributed from time to time by or for the account of the Selling Stockholders or their pledgees through underwriters or dealers, through brokers or other agents, or directly to one or more purchasers, including pledgees, at market prices prevailing at the time of sale or at prices otherwise negotiated. This Prospectus also may be used, with the Company's prior consent, by donees of the Selling Stockholders, or by other persons acquiring Shares and who wish to offer and sell such Shares under circumstances requiring or making desirable its use. The Company will receive no portion of the proceeds from the sale of the Shares offered hereby and will bear certain expenses incident to their registration. See "Selling Stockholders" and "Plan of Distribution." The Common Stock is traded on The Nasdaq Stock Market -- National Market ("Nasdaq") under the symbol "RWIN." On January 28, 1997, the last reported sales price for the Common Stock as reported by Nasdaq was $41.375 per share. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH UNDER THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 5 OF THIS PROSPECTUS. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. January __, 1997 3 No dealer, salesperson or other person has been authorized to give any information or to make any representations other than those contained in or incorporated by reference in this Prospectus in connection with the offer made by this Prospectus and, if given or made, such information or representations must not be relied upon as having been authorized by the Company or the Selling Stockholders. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has not been any change in the facts set forth in this Prospectus or in the affairs of the Company since the date hereof. This Prospectus does not constitute an offer or solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not qualified to do so or to anyone to whom it is unlawful to make such offer or solicitation. TABLE OF CONTENTS
PAGE ---- Available Information.......................................................................... 2 The Company.................................................................................... 3 Risk Factors................................................................................... 5 Use of Proceeds................................................................................ 10 Selling Stockholders........................................................................... 11 Plan of Distribution........................................................................... 26 Description of Capital Stock................................................................... 26 Legal Matters.................................................................................. 27 Experts........................................................................................ 27 Incorporation of Certain Documents by Reference................................................ 27
AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, and, in accordance therewith, files reports, proxy and information statements and other information with the Securities and Exchange Commission (the "Commission"). These reports, proxy and information statements and other information concerning the Company can be inspected and copied at the public reference facilities maintained by the Commission at Room 1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and at the Commission's regional offices located at Citicorp Center, Suite 1400, 500 West Madison Street, Chicago, Illinois 60661 and at Seven World Trade Center, Suite 1300, New York, New York 10048. Copies of such material can also be obtained from the Commission at prescribed rates through its Public Reference Section at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission also maintains a site on the World Wide Web at http://www.sec.gov that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission. The Common Stock is traded on Nasdaq. Information filed by the Company with Nasdaq may be inspected at the offices of Nasdaq at 1735 K Street, N.W., Washington, D.C. 20006. The Company has filed with the Commission a Registration Statement on Form S-3 under the Securities Act with respect to the Shares offered hereby (including all amendments and supplements thereto, the "Registration Statement"). This Prospectus, which forms a part of the Registration Statement, does not contain all of the information set forth in the Registration Statement, certain parts of which have been omitted in accordance with the rules and regulations of the Commission. Statements contained herein concerning the provisions of certain documents are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference. The Registration Statement and the exhibits thereto can be inspected and copied at the public reference facilities and regional offices of the Commission and at the offices of Nasdaq referred to above. 2 4 THE COMPANY GENERAL The Company is a holding company with major business segments in vehicle retailing, vehicle rental, integrated solid waste services, and electronic security services. As of the date hereof the Company operates 11 used vehicle megastores under the name AutoNation USA(TM), three used vehicle superstores under other names, and two vehicle reconditioning centers in Florida, Texas, Arizona and Michigan. In addition, the Company operates nine new vehicle dealerships under franchises with Ford, Lincoln-Mercury, Dodge, Acura and Hyundai in Arizona, Florida and Ohio. The Company owns Alamo Rent-A-Car, Inc. and certain affiliated companies ("Alamo"), which operates a fleet of approximately 158,000 vehicles, owns and operates 205 car rental locations in the United States and Canada and 61 car rental locations in Europe, and licenses another 111 locations to third party operators in Europe. As of the date hereof the Company owns or operates 39 solid waste landfills and provides waste collection services to over 1,678,000 residential, commercial and industrial customers, and provides related environmental services. The Company provides electronic security monitoring services to over 273,000 businesses and residences, predominately in Florida, Colorado, Illinois, Louisiana, Maryland and Pennsylvania. The Company's strategy is to grow aggressively as a diversified company through internal growth and by acquiring and integrating additional automotive businesses, solid waste services businesses, and electronic security services businesses, as well as by acquiring and expanding businesses in other industries. The Common Stock is traded on Nasdaq under the trading symbol "RWIN." The Company's principal executive offices are located at 450 East Las Olas Boulevard, Suite 1200, Ft. Lauderdale, Florida 33301, and its telephone number is (954) 713-5200. RECENT DEVELOPMENTS Private Placement Transaction. In January 1997, the Company issued and sold 15,792,600 shares of Common Stock in a private placement transaction for $35.50 per share resulting in net proceeds to the Company of approximately $552,000,000 after deducting fees and commissions. Acquisition of AutoNation. In January 1997, the Company acquired in a merger transaction all of the outstanding capital stock of AutoNation Incorporated ("AutoNation") in exchange for an aggregate of 17,467,217 shares of Common Stock. In connection with such transaction, the Company has reserved an additional 416,533 shares of Common Stock issuable upon the exercise of outstanding stock options of AutoNation. Such transaction has been accounted for using the purchase method of accounting. AutoNation is developing a chain of vehicle retailing megastores under the AutoNation USA(TM) brand name. Acquisition of Addington. In December 1996, the Company acquired in a merger transaction all of the outstanding capital stock of Addington Resources, Inc. ("Addington") in exchange for an aggregate of approximately 13,716,616 shares of Common Stock. In connection with such transaction, the Company has reserved an additional 256,950 shares of Common Stock issuable upon exercise of outstanding stock options of Addington. Such transaction has been accounted for as a pooling of interests business combination. Addington provides integrated solid waste collection, disposal and recycling services to residential, commercial and industrial customers concentrated primarily in the southeastern United States and operates ten landfills. Acquisition of Continental. In December 1996, the Company acquired in a merger transaction all of the outstanding capital stock of Continental Waste Industries, Inc. ("Continental") in exchange for an aggregate of approximately 12,406,867 shares of Common Stock. In connection with such transaction, the Company has reserved an additional 656,345 shares of Common Stock issuable upon exercise of outstanding stock options and warrants of Continental. Such transaction has been accounted for as a pooling of interests business combination. Continental provides integrated solid waste collection, disposal and recycling services to residential, commercial and industrial customers concentrated primarily in the mid-south and eastern United States, and operates ten landfills, eight waste collection operations, 13 transfer stations and three recycling facilities. Pending Acquisition of National Car Rental. In January 1997, the Company entered into a definitive agreement with National Car Rental System, Inc. ("National"), which provides for the acquisition of all of the outstanding capital stock of National in exchange for shares of common stock valued at approximately $600,000,000. Consummation of this transaction, which will be accounted for as a pooling of interests business combination, is subject to customary closing conditions, including receipt of regulatory approval, and is expected to close by the end of the first quarter of 1997. National operates an average rental fleet of approximately 100,000 vehicles, owns or operates approximately 800 car rental locations in the United States and Canada and has marketing affiliations in Latin America, Europe, Japan and the Caribbean. Acquisitions of Vehicle Dealers. The Company recently acquired, in merger and other business combination transactions, (a) Ed Mullinax, Inc. and certain affiliated companies ("Mullinax"), which is the largest Ford retailer in the United States (by volume) and operates Ford dealerships in Amherst, Wickliffe, and North Canton, Ohio and Margate, Florida, and a Lincoln-Mercury dealership in Brunswick, Ohio, (b) Bell Dodge, Inc. ("Bell Dodge"), which is the second largest Dodge dealership in the southwest and operates an exclusive Dodge dealership in Phoenix, Arizona, and (c) Carlisle Motors, Inc. and certain affiliated companies ("Carlisle Motors"), which is the fourth largest Lincoln-Mercury dealer in the United States and operates Lincoln-Mercury, Ford and Hyundai dealerships in St. Petersburg and Clearwater, Florida. The Company issued an aggregate of 5,729,754 shares of common stock to acquire Mullinax, Bell Dodge and Carlisle Motors. Pending Acquisitions of Vehicle Dealers. In January 1997, the Company entered into definitive agreements to acquire, in merger transactions, (a) Maroone Automotive Group ("Maroone"), which owns and operates seven new and used vehicle dealerships in South Florida and Buffalo, New York, including the fourth largest Chevrolet dealership, the third largest Dodge dealership and the largest Isuzu dealership in the United States, (b) Grubb Automotive, Inc. and certain affiliates ("Grubb"), which owns and operates six new and used vehicle dealerships in Phoenix, Arizona and one in Midland, Texas, and operates under franchises with Chevrolet/Geo, Buick, Saturn, Ford and Mazda, and (c) Magic Ford and Magic Lincoln Mercury ("Magic Ford"), which is one of the largest Ford dealerships in the United States. In connection with these acquisitions, the Company will issue shares of Common Stock valued at approximately $200,000,000 to acquire Maroone, approximately $100,000,000 to acquire Grubb and approximately $43,000,000 to acquire Magic Ford. These acquisitions are subject to customary closing conditions, including manufacturer and regulatory approvals. Framework Agreements. In January 1997, the Company established a framework with General Motors Corporation ("General Motors") for its Chevrolet, Pontiac-GMC, Oldsmobile, Buick and Cadillac brands for the acquisition of franchised dealerships by the Company. In December 1996, the Company established a framework with Ford Motor Company ("Ford Motor") for its Ford and Lincoln-Mercury brands for the acquisition of franchised dealerships by the Company. Acquisition of Alamo. In November 1996, the Company acquired in merger transactions, all of the outstanding capital stock of Alamo in exchange for an aggregate of 22,572,180 shares of Common Stock. Such transaction has been accounted for as a pooling of interests business combination. Private Placement Transaction. In November 1996, the Company issued and sold 12,079,915 shares of Common Stock in a private placement transaction for $29.50 per share resulting in net proceeds to the Company of approximately $353,000,000 after deducting fees and commissions. 3 5 SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS Certain statements and information under the captions "The Company," and "Risk Factors," and elsewhere in this Prospectus (including documents incorporated herein by reference, see "Incorporation of Certain Documents by Reference"), constitute "forward-looking statements" within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied by such forward-looking statements. Such factors include, among other things, the ability to develop and implement operational and financial systems to manage rapidly growing operations; competition in the Company's existing and potential future lines of business; the ability to integrate and successfully operate acquired businesses and the risks associated with such businesses; the ability to obtain financing on acceptable terms to finance the Company's growth strategy and for the Company to operate within the limitations imposed by financing arrangements; and other factors referenced in this Prospectus. See "Risk Factors." 4 6 RISK FACTORS AN INVESTMENT IN THE SHARES BEING OFFERED HEREBY INVOLVES A SIGNIFICANT DEGREE OF RISK. IN ADDITION TO THE OTHER INFORMATION SET FORTH IN THIS PROSPECTUS, PROSPECTIVE PURCHASERS OF THE SHARES SHOULD CONSIDER CAREFULLY THE FOLLOWING FACTORS IN EVALUATING AN INVESTMENT IN THE COMPANY. Uncertainties in Integrating Operations and Achieving Cost Savings. The Company intends to continue its aggressive growth strategy through acquisitions. Many of the companies that the Company has acquired, such as Alamo, Addington, Continental and AutoNation, and many of the companies that the Company plans to acquire, such as National, are large enterprises, with operations in different markets. The success of any business combination is in part dependent on the ability following the transaction to consolidate operations, integrate departments, systems and procedures and thereby obtain business efficiencies, economies of scale and related cost savings. The consolidation of operations, the integration of departments, systems and procedures and the relocation of staff present significant management challenges. The challenges posed may be particularly significant because integrating the recently acquired companies, such as Alamo, Addington, Continental and AutoNation, must be addressed contemporaneously. There can be no assurance that future consolidated results will improve as a result of cost savings and efficiencies from any such acquisitions or proposed acquisitions, or as to the timing or extent to which any such cost savings and efficiencies will be achieved. Control of the Company. As of January 24, 1997, the Directors and executive officers of the Company beneficially owned an aggregate of approximately 88,298,371 shares of Common Stock (including shares beneficially owned by certain of their spouses, with respect to which they each respectively disclaim beneficial ownership, and including warrants and options exercisable within 60 days of January 24, 1997 for an aggregate of 30,291,873 shares of Common Stock), or an aggregate of approximately 29.6% of the issued and outstanding shares of Common Stock (assuming the exercise of all warrants and options exercisable within 60 days of January 24, 1997 owned by such persons). Acting together, such Directors and executive officers are able to exert considerable influence over the election of the Company's directors and the outcome of corporate actions requiring stockholder approval. Dependence on Key Personnel. The Company's future success depends to a significant extent on its management team. The loss of the services of any of the members of its management team, in general, all of whom have entered into employment and/or non-compete agreements with the Company, or H. Wayne Huizenga in particular (whether such loss is through resignation or otherwise), could have a material adverse effect on the Company's business, financial condition and future prospects. Furthermore, the Company does not hold keyman insurance on any member of its management team. Possible Depressing Effect of Future Sales of the Company's Common Stock. Future sales of the Shares, or the perception that such sales could occur, could adversely affect the market price of the Company's Common Stock. There can be no assurance as to when, and how many of, the Shares will be sold and the effect such sales may have on the market price of the Company's Common Stock. Since August 1995 and as of the date hereof the Company has registered for sale, from time to time on a continuous basis under several shelf registration statements (including the Registration Statement of which this Prospectus forms a part), by certain selling stockholders, an aggregate of 264,717,279 shares of the Company's Common Stock. In addition, the Company intends to continue to issue the Company's Common Stock in connection with certain of its acquisitions or in other transactions. Such securities may be subject to resale restrictions in accordance with the Securities Act and the regulations promulgated thereunder. As such restrictions lapse or if such shares are registered for sale to the public, such securities may be sold to the public. To facilitate the issuance of Common Stock in making acquisitions, the Company recently has registered an additional 41,152,582 shares of Common Stock pursuant to an acquisition shelf registration statement. In the event of the issuance and subsequent resale of a substantial number of shares of the Company's Common Stock, or a perception that such sales could occur, there could be a material adverse effect on the prevailing market price of the Company's Common Stock. Limited Operations in Vehicle Retailing Business. The Company has a limited history of operations in vehicle retailing and related businesses. Prior to its acquisition of CarChoice in August 1996, the Company had no history of operations in the used vehicle retailing industry. The Company currently anticipates that it will, through acquisitions, including the acquisition of numerous new car dealers, rapidly expand its operations in new and used vehicle retailing and related 5 7 businesses. Operations of CarChoice and AutoNation did not generate revenue until 1996. Neither CarChoice nor AutoNation has operated profitably since inception. AutoNation has started up and is developing a chain of vehicle retailing megastores and opened its first AutoNation USA(TM) megastore in October 1996. The success of the Company's aggressive development plans in the vehicle retailing business is dependent on a number of factors including, but not limited to, economic conditions, competitive environment, adequate capital, accurate site selection, construction schedules, supply of new and used vehicles, consumer acceptance of the megastore concept in vehicle retailing, vehicle manufacturers' approval and control over new vehicle dealer franchises, and the building of brand recognition. There can be no assurance that the Company will be successful in the vehicle retailing industry or in any related automotive industries which it enters. Need for Substantial Additional Capital. The Company's strategy is to aggressively grow as a diversified company by acquiring and integrating additional companies in its existing lines of business, and companies in other lines of business, as well as through internal growth of such businesses. As of January 21, 1997, the Company had approximately $1.9 billion of long term debt outstanding ($1.725 billion of which was secured by revenue earning rental vehicles) and had approximately $283 million in cash available for general corporate purposes. The Company believes that additional capital may be necessary to continue its rapid expansion, to service its existing debt, and to fully capitalize on acquisition and expansion opportunities that may become available to the Company. There can be no assurance that additional financing will be available on a timely basis, if at all, or that it will be available on terms acceptable to the Company. In the event that adequate financing is not available or is not available in the amounts or on terms acceptable to the Company, the implementation of the Company's acquisition and expansion strategy could be impeded and the Company's ability to react to changes in the industries in which it does business could be limited, which could have a material adverse effect on the Company's business, financial condition and future prospects. Impediments to Completing Future Acquisitions. The Company's future growth strategy depends on its ability to identify and acquire appropriate companies in its existing lines of business, and companies operating in other lines of business, to integrate the acquired operations effectively and to increase its market share in such businesses. A number of the Company's competitors are better known companies, with significantly greater financial resources. There can be no assurance that the Company will be able to identify viable acquisition candidates, that any identified candidates will be acquired, that acquired companies will be effectively integrated to realize expected efficiencies and economies of scale, or that any such acquisitions will prove to be profitable. Acquisition of companies requires the expenditure of sizeable amounts of capital, and the intense competition among companies pursuing similar acquisitions may further increase such capital requirements. In the event that acquisition candidates are not identifiable or acquisitions are prohibitively costly, the Company may be forced to alter its future growth strategy. As the Company continues to pursue its acquisition strategy in the future, its stock price, financial condition and results of operations may fluctuate significantly from period to period. Risks Associated with Acquisitions. There may be liabilities which the Company fails or is unable to discover in the course of performing due diligence investigations on each company or business it seeks to acquire, including liabilities arising from non-compliance with certain federal, state or local environmental laws by prior owners, and for which the Company, as a successor owner, may be responsible. The Company generally seeks to minimize its exposure to such liabilities by obtaining indemnification from each former owner, which may be supported by deferring payment of a portion of the purchase price. However, there is no assurance that such indemnifications, even if obtainable, enforceable and collectible (as to which there also is no assurance), will be sufficient in amount, scope or duration to fully offset the possible liabilities arising from the acquisitions. Dependence on Vehicle Manufacturers. New vehicle dealerships operate pursuant to franchise agreements with vehicle manufacturers. In connection with the Company's acquisition of new vehicle dealerships, the Company must obtain the prior approval of the applicable vehicle manufacturer under the franchise agreement with each new vehicle dealer to be acquired. Although the Company has established framework agreements with certain manufacturers to facilitate the acquisition of dealerships operating their franchises, no assurance can be given that such manufacturers or any other manufacturers will approve of any particular new vehicle dealer acquisition by the Company or will not otherwise seek to impose restrictions on the Company's future acquisitions, operations or capital structure as a condition to granting such approval. In addition, once the Company has acquired a new vehicle dealership, the Company must operate the dealership in accordance with the applicable franchise agreement. Franchise agreements generally provide the manufacturers with considerable influence over the operations of the dealership and generally provide for termination of the franchise agreement for a variety of causes. Finally, the success of any new dealer franchise is dependent, to a large extent, on the success of the vehicle manufacturer. Therefore, the success of the Company's new vehicle dealerships are dependent on the financial condition, management, marketing, production and distribution capabilities of the vehicle manufacturers of which the Company holds franchises. Any event that may have a material adverse effect on a vehicle manufacturer, such as labor strikes or adverse publicity, may have a material adverse effect on the Company's business, financial condition and future prospects. Cost of Vehicle Rental Fleet. Vehicle depreciation is one of the single largest cost components of the Company's Alamo Rent-A-Car vehicle rental business, and it is materially affected by vehicle manufacturers' supply programs. Since the late 1980s, vehicle manufacturers have sold vehicles to the car rental industry under repurchase programs, pursuant to 6 8 which the manufacturers agree to repurchase program vehicles during allowable repurchase periods at determinable prices, subject to certain terms and conditions ("Repurchase Programs"). Repurchase prices under Repurchase Programs are based on either (i) a predetermined percentage of original vehicle cost and the month in which the vehicle is returned or (ii) the original capitalization cost less a set monthly depreciation amount. Repurchase Programs limit the risk of market value decline at the time of vehicle disposition and enable car rental companies to accurately project their vehicle depreciation expense. The Company currently has Repurchase Programs with General Motors, Chrysler Corporation, Ford Motor, Mazda Motor of America, Inc., Nissan Motor Corporation in U.S.A., Subaru of America, Inc. and Toyota Motor Sales U.S.A., Inc. (including its Lexus division). During model year 1996, the Company's vehicle rental operations purchased approximately 90% of its U. S. vehicle fleet and a majority of its European vehicle fleet under Repurchase Programs. If vehicle manufacturers reduce the number or mix of vehicles available to car rental companies through Repurchase Programs or increase vehicle costs under Repurchase Programs, there can be no assurance that the Company will be able to control its rental fleet costs or selection, or to pass on any increases in vehicle cost to rental customers, which could have a material adverse effect on the Company's business, financial condition and future prospects. The Company also purchases vehicles for its rental fleet that are not subject to Repurchase Programs and therefore the Company is responsible for the disposition of such vehicles. During model year 1996, the Company's vehicle rental operations purchased approximately 10% of its North American rental fleet and less than half of its European rental fleet outside Repurchase Programs. The proceeds from the sales of such vehicles will depend upon the prices obtained by the Company in the used car market at the time of disposition and, accordingly, will be subject to the market conditions at the time of sale, which conditions may change from time to time. Changes in the prices obtainable in the used car market could adversely affect the price realized upon any sale. In the future, the number of vehicles purchased outside Repurchase Programs may increase or decrease based on a number of factors, including a determination by the Company of the acceptable level of residual risk related to the disposition of vehicles in the used car market. Dependence on Vehicle Manufacturer's Credit. The Company's Alamo Rent-A-Car vehicle rental business depends upon third-party financing to purchase its revenue earning vehicles for its vehicle rental fleet. Continued availability of such financing upon favorable terms is critical to the Company's vehicle rental operations. Since a substantial portion of such indebtedness is incurred in connection with major vehicle manufacturers' Repurchase Programs, a significant change in the financial conditions of the vehicle manufacturers, particularly General Motors, impairing their ability to repurchase vehicles could significantly affect the Company's ability to obtain such financing on favorable terms. In addition, under the terms of certain of the Company's vehicle purchase credit facilities, if the senior indebtedness of a repurchase party (such as General Motors) fails to maintain an investment grade rating, or upon the bankruptcy of a repurchase party or the occurrence of any other material adverse effect on the repurchase party's ability to perform, or upon a material default under a Repurchase Program, or upon the occurrence of certain other events, the Company may be prohibited from borrowing additional amounts under such facilities for the purchase of vehicles from such repurchase party, the Company may be required to repay a portion of the indebtedness outstanding under such facilities based on the vehicles to be repurchased by such repurchase party, and the Company may be required to remove the vehicles of such repurchase party from the applicable collateral pool for such facilities. Therefore, any change in financial condition of a vehicle manufacturer with which the Company maintains a Repurchase Program could have a material adverse effect on the Company's business, financial condition and future prospects. Interest Rates and Restrictive Covenants. A substantial portion of the Company's outstanding indebtedness is at floating interest rates. The Company uses interest rate swaps to manage the risk of interest rate fluctuations. However, a substantial increase in interest rates could adversely affect the Company's ability to service its debt obligations. In addition, most of the Company's debt instruments contain covenants establishing certain financial and operating restrictions as well as cross-default and cross-acceleration provisions. A failure to comply with any covenant or any obligation contained in any credit agreement could result in an event of default which could accelerate debt under certain other credit agreements. European Vehicle Rental Operations. The Company's European vehicle rental operations are subject to certain risks, including adverse developments in the foreign political and economic environment, varying governmental regulations, foreign currency fluctuations, potential difficulties in staffing and managing foreign operations and potentially adverse tax consequences. There can be no assurance that any of these factors will not have a material adverse effect on the Company's business, financial condition and future prospects. Regulation of Collision Damage Waivers. A traditional rental related product offered by the car rental industry has been the sale of collision damage waivers, under which car rental companies agree to waive their right to recovery from a renter for damage to the rental vehicle. Approximately 6.3%, 7.6% and 6.8% of the total U.S. revenue of the Company's Alamo Rent-A-Car vehicle rental business in 1995, 1994 and 1993, respectively, was generated from the sale of collision damage waivers. The United States House of Representatives has from time to time contemplated, but never adopted, 7 9 legislation that would regulate the conditions under which collision damage waivers may be sold by car rental companies. In addition, approximately 40 states have considered legislation affecting the collision damage waiver product. To date, 18 of those states have enacted legislation requiring disclosure to each customer at the time of rental that damage to the rented vehicle may be covered by the customer's personal automobile insurance and that a collision damage waiver may not be necessary. In addition, in the late 1980s, New York and Illinois enacted legislation which eliminated car rental companies' right to offer collision damage waivers for sale and limited potential customer liability to $100 and $200, respectively. Moreover, California, Nevada and Indiana have capped the rates that may be charged for collision damage waivers to $9.00, $10.00 and $5.00 per day, respectively. In addition, Texas requires the rates charged for this protection to be reasonable in relation to costs. Adoption of national or additional state legislation limiting the sale, or capping the rates, of collision damage waivers could further restrict sales of this product, and additional limitations on potential customer liability could increase the Company's costs in its vehicle rental business. Dependence on Principal Rental Fleet Supplier. Since the early 1980s, General Motors has been the principal supplier of rental fleet vehicles to the Company's Alamo Rent-A-Car vehicle rental business. The number of vehicles purchased from General Motors varies from year to year. In model years 1996, 1995 and 1994, the Company's vehicle rental operations purchased approximately 61%, 68% and 78%, respectively, of its North American vehicle fleet from General Motors. Under the terms of the Company's Repurchase Program with General Motors, the Company's vehicle rental operations must purchase at least 51% of its domestic vehicles from General Motors during model years 1996 through 2000 in order to receive certain discounts and other incentives. Given the volume of vehicles purchased from General Motors, shifting significant portions of the fleet purchases to other manufacturers would require significant lead time. As a result, if General Motors were unable to supply the Company's vehicle rental operations with the planned number and type of vehicles, it could have a material adverse effect on the Company's business, financial condition and future prospects. Environmental Regulation. The operation of the Company's businesses are subject to certain federal, state and local requirements which regulate health, safety, environment, zoning and land-use. Operating and other permits are generally required for landfills, certain waste collection vehicles, fuel storage tanks, and other facilities owned or operated by the Company and these permits are subject to revocation, modification and renewal. It may be necessary to expend considerable time, effort and money to bring the Company's existing or acquired facilities into compliance with applicable requirements and to obtain the permits and approvals necessary to increase their capacity. Applicable requirements are enforceable by injunctions and fines or penalties, including criminal penalties. These regulations are administered by the United States Environmental Protection Agency ("EPA") and various other federal, state and local environmental and health and safety agencies and authorities, including the Occupational Safety and Health Administration ("OSHA") of the United States Department of Labor. In addition, certain of the Company's waste disposal operations that traverse state boundaries could be adversely affected if the federal government or the state in which a landfill is located limits or prohibits, imposes discriminatory fees on, or otherwise seeks to discourage the disposal, within state boundaries, of waste collected outside of the state. The Solid Waste Disposal Act ("SWDA"), as amended by the Resource Conservation and Recovery Act of 1976, as amended ("RCRA"), and the regulations promulgated thereunder establish a framework for regulating the storage, collection and disposal of non-hazardous solid wastes. Subtitle D of RCRA establishes a framework for regulating the disposal of municipal solid wastes. In October 1991, the EPA imposed minimum federal comprehensive solid waste management criteria and guidelines, on, among other things, location restrictions, facility design and operating criteria, closure and post-closure requirements, groundwater monitoring requirements and corrective action standards, many of which had not previously been in effect or enforced. Compliance with Subtitle D regulations has resulted in significant increases in costs. If environmental laws become more stringent, the Company's environmental capital expenditures and costs for environmental compliance may increase in the future. In addition, due to the possibility of unanticipated factual or regulatory developments, the amounts and timing of future environmental expenditures could vary substantially from those currently anticipated. The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended ("CERCLA"), imposes liability for damages and the cleanup of sites from which there is a release or threatened release of a hazardous substance into the environment on, among others, the current and former owners and operators of such sites. Liability under CERCLA can be founded upon the release or threatened release, even as a result of unintentional and non-negligent action, of thousands of hazardous substances, including very small quantities of such substances. More than 20% of the sites on the EPA's National Priorities List which require remediation under CERCLA are solid waste landfills which ostensibly never received any hazardous wastes. Thus, even if the Company's landfills or other properties which the Company or companies it acquires may have owned or operated have never received hazardous wastes, it is possible that one or more hazardous substances may have come to be located there. The Company could be liable under CERCLA for the cost of cleaning up such hazardous substances at the sites and for damages to natural resources, even if those substances were deposited at the Company's facilities before the Company acquired or operated them. CERCLA liability 8 10 may also attach to the Company with regard to facilities owned or operated by third parties where the Company or companies it acquires arranged for disposal or treatment of hazardous substances at, or transportation of hazardous substances to, such a facility, or where the Company or companies it acquires was the waste transporter who selected such facility for treatment or disposal of hazardous substances. The costs of a CERCLA cleanup can be significant. Given the difficulty of obtaining insurance for environmental impairment liability, such liability could have a material impact on the Company's business, financial condition and future prospects. The Company currently carries site-specific pollution liability insurance (for a majority of its facilities), contractors' pollution liability insurance and professional liability insurance. However, these insurance policies are limited in scope and coverage. As a result, there can be no assurance that the level or breadth of such insurance coverages will be sufficient to fully cover potential claims. In addition, such insurance is becoming increasingly expensive and difficult to obtain. There can be no assurance that adequate insurance coverage will be available in the future at an acceptable cost, if at all, or in sufficient amounts to protect the Company against liabilities. The obligation to pay any environmental damages claim in excess of the Company's insurance coverage could have a material adverse effect on the business, financial condition and future prospects of the Company. "False" Alarm Ordinances. The Company believes that approximately 95% of alarm activations that result in the dispatch of police or fire department personnel are not emergencies, and thus are "false" alarms. Significant concern has arisen in certain municipalities about this high incidence of "false" alarms. Local governmental authorities may address such concern by adopting various measures aimed at reducing the number of "false" alarms. Such measures include (i) subjecting alarm monitoring companies to fines or penalties for transmitting "false" alarms; (ii) licensing individual alarm systems and the revocation of such licenses following a specified number of "false" alarms; (iii) imposing fines on alarm subscribers for "false" alarms; (iv) imposing limitations on the number of times the police will respond to alarms at a particular location after a specified number of "false" alarms; and/or (v) requiring further verification of an alarm signal before the police will respond. Enactment of such measures could adversely affect the Company's electronic security services business and operations. In addition, as a result of high incidence of "false" alarms, the police may, in general, become less responsive to alarm activations. The continuation of such trend, or perception by the public of such trend, may make home security systems less attractive to consumers, which could, in turn, have an adverse effect on the Company's electronic security services business and operations. Risks of Pending and Future Legal Proceedings. The Company will continue to be involved in legal proceedings in the ordinary course of business. Government agencies may seek to impose fines on the Company for alleged failure to comply with laws and regulations or to deny, revoke or impede the renewal of the Company's permits and licenses. In addition, such governmental agencies as well as surrounding landowners, may claim that the Company is liable for environmental damages. Citizen's groups have become increasingly active in challenging the grant or renewal of permits and licenses for landfills and other waste facilities, and responding to such challenges has further increased the costs associated with establishing new facilities or expanding current facilities. A significant judgment against the Company, the loss of a significant permit or license or the imposition of a significant fine could have a material adverse effect on the Company's business, financial condition and future prospects. The Company is currently a party to various legal proceedings, particularly in its vehicle rental business, as well as environmental proceedings which have arisen in the ordinary course of its business. No assurance can be given with respect to the outcome of these legal and environmental proceedings and the effect such outcomes may have on the Company. Although the Company believes that losses resulting from the ultimate resolution of such proceedings will not have a material adverse effect on the Company's business, financial condition or future prospects, unfavorable resolution of any matter individually or in the aggregate could have a material adverse effect on the Company's business, financial condition and future prospects. Seasonality and Dependence on Travel Industry and Fuel Supply. The Company's collection and landfill operations could be adversely affected by protracted periods of inclement weather which could delay the development of landfill capacity or the transfer of waste and/or reduce the volume of waste generated. The Company's vehicle retail operations could be adversely affected by protracted periods of inclement weather. In addition, the Company's vehicle rental operations could be adversely affected by a decrease in air travel, protracted periods of inclement weather or any other event that disrupts travel patterns for an extended period of time, particularly in the peak summer travel months which have historically been the strongest revenue and net income producing months of the Company's vehicle rental operations. The Company's vehicle rental operations could also be adversely affected by limitations in fuel supplies, imposition of mandatory fuel allocation or rationing regulations or significant increases in fuel prices. There can be no assurance that protracted periods of inclement weather, decrease in air travel or any other occurrence that disrupts travel patterns, disruption of fuel supplies or increases in fuel prices will not have a material adverse effect on the Company's business, financial condition and future prospects. 9 11 Competitive Environment. All of the Company's businesses operate in highly competitive environments. In addition, the solid waste industry, the electronic security services industry and the vehicle retailing industry, are each changing as a result of rapid consolidation. The future success of the Company will be affected by such changes, the nature of which cannot be forecast with certainty. There can be no assurance that such developments will not create additional competitive pressures on some or all of the Company's businesses. The solid waste industry in North America is led by several large national waste management companies and numerous regional and local companies, all of which contribute to the high level of competition. Some of these companies have significantly greater financial and operational resources and more established market positions than the Company. In addition, the Company must often compete with municipalities that maintain their own waste collection and landfill operations and often have financial advantages due to the availability to municipalities of tax revenues and tax-exempt financing. Furthermore, alternatives to landfill disposal (such as recycling, incinerating and composting) are increasingly competing with landfills. There also has been an increasing trend at the state and local levels to mandate waste reduction at the source and to prohibit the disposal of certain types of wastes, such as yard wastes, at landfills. This may result in the volume of waste going to landfills being reduced in certain areas, which may affect the Company's ability to operate its landfills at their full capacity and/or affect the prices that can be charged for landfill disposal services. In addition, most of the states in which the Company operates landfills have adopted plans or requirements which set goals for specified percentages of certain solid waste items to be recycled. Implementation and adoption of such plans or requirements could have a material adverse effect on the Company's business, financial condition and future prospects. There can be no assurance that the Company will be able to compete effectively in the solid waste industry. The security alarm industry is highly competitive and highly fragmented. The electronic security services business of the Company competes with several large national companies as well as numerous smaller regional and local companies. Furthermore, new competitors are continuing to enter the industry. Certain of the Company's competitors have greater financial and other resources than the Company. Given this competitive business environment, there can be no assurance that the operations of the Company will be able to compete effectively in this industry. The existing subscriber base of the Company's electronic security services business is geographically concentrated in certain metropolitan areas primarily located in Florida, Colorado, Illinois, Louisiana, Maryland and Pennsylvania. Accordingly, the performance of this business segment may be adversely affected by regional or local economic conditions or regulations. The Company may from time to time make acquisitions in regions outside of its current operating areas. In order for the Company to expand successfully into a new area, the Company must obtain a sufficient number and density of subscriber accounts in such area to support the additional investment required when expanding to a new geographic area. There can be no assurance that an expansion into new geographic areas would generate operating profits. The car rental industry is highly competitive. In any given location, the Company's Alamo Rent-A-Car vehicle rental business may encounter competition, particularly in the leisure segment, from national, regional and local car rental companies, some of which may have access to greater financial resources than the Company and some of which are owned by or affiliated with the major automobile manufacturers. At times, the major car rental companies have been adversely affected by industry-wide price pressures, and the Company's vehicle rental business has, on such occasions, priced its product in response to such pressures. Moreover, at times when the car rental industry has experienced vehicle oversupply, there has been intensified competitive pressure. This oversupply has limited the industry's ability to raise rental rates. There can be no assurance that the Company will be able to compete effectively in the vehicle rental industry. The vehicle retailing industry in the United States is highly fragmented and competitive, and is in the early stages of consolidation. The Company believes that there is no used vehicle retailer currently operating a national chain of megastores. In addition to the Company, several other companies have announced plans to roll out national chains of used vehicle megastores over the next few years. In addition, several franchised new vehicle dealers, which have significant used vehicle operations, have recently conducted initial public offerings of their securities, with proceeds targeted to be used for acquisitions of other dealers. Some of these competitors in the new and used vehicle retailing industry have significantly greater financial and operational resources and more established market positions than the Company. There can be no assurance that the Company will be able to compete effectively in the new or used vehicle retailing industry or related automotive businesses. USE OF PROCEEDS This Prospectus relates to Shares being offered and sold for the accounts of the Selling Stockholders. The Company will not receive any proceeds from the sale of the Shares but will pay all expenses related to the registration of the Shares. See "Plan of Distribution." 10 12 SELLING STOCKHOLDERS The following table sets forth the name of each Selling Stockholder, the aggregate number of shares of Common Stock beneficially owned by each Selling Stockholder as of January 27, 1997, the aggregate number of shares of Common Stock registered hereby that each Selling Stockholder may offer and sell pursuant to this Prospectus, and the aggregate number of shares of Common Stock that will be beneficially owned by each Selling Stockholder after completion of the Offering. However, because the Selling Stockholders may offer all or a portion of the Shares at any time and from time to time after the date hereof, the exact number of Shares that each Selling Stockholder may retain upon completion of the Offering cannot be determined at this time. All of the 38,780,443 Shares offered are issued and outstanding as of the date of this Prospectus. To the knowledge of the Company, none of the Selling Stockholders has had within the past three years any material relationship with the Company or any of its predecessors or affiliates, except as set forth in the footnotes to the following table.
SHARES TO BE OFFERED SHARES BENEFICIALLY FOR THE SELLING SHARES BENEFICIALLY OWNED PRIOR TO THE STOCKHOLDER'S OWNED AFTER THE SELLING STOCKHOLDER OFFERING ACCOUNT OFFERING(1) AAA Michigan 9,700 9,700 * ADA Relief Fund 1,300 1,300 * ADA Endowment & Asset Fund 100 100 * Adelphia Communications Corporation 284,425 284,425 * AGSPC - Growth Fund 115,000 115,000 * Allegheny County Retirement 26,700 26,700 * A. Clinton Allen, III 54,449 54,449 * Alliance Capital Management on behalf of Separate Account No. 4 1,600,000 200,000 1,400,000 The Alliance Fund - Small Cap 150,000 136,000 14,000 American National Can Retirement Trust 35,000 12,000 23,000 The American Variable Insurance Series - Growth Fund 750,00 750,000 * Ameritech Pension Trust 322,200 322,200 * Anchor Pathway Fund - Growth Series 150,000 150,000 * Anchor Series Trust, Capital Appreciation Portfolio 345,700 100,000 245,700 Annuity Board - Stellar 38,000 38,000 *
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SHARES TO BE OFFERED SHARES BENEFICIALLY FOR THE SELLING SHARES BENEFICIALLY OWNED PRIOR TO THE STOCKHOLDER'S OWNED AFTER THE SELLING STOCKHOLDER OFFERING ACCOUNT OFFERING(1) Bandag Master Retirement Trust 7,200 7,200 * Bank of America Illinois custodian for Peter H. Huizenga 68,061 68,061 * Carole Barbieri 800 800 * Forest Barbieri 800 800 * Berrard Holdings Limited Partnership(2) 3,558,042(3) 3,158,042 400,000 James J. Blosser 962,422 136,122 826,300 Nicholas Bologna Family 700 700 * Thomas M. Borah & Clare C. Borah, Joint Tenants 5,671 5,671 * Cris V. Branden 293,444(4) 5,444 288,000 Thomas Byrne 98,008 98,008 * Hirtle Callaghan 34,300 34,300 * Daniel W. Carlisle, trustee U/T/D dtd 4/22/76(5) 338,461 338,461 * Steven D. Carlisle, trustee or successor trustee of the Steven D. Carlisle Revocable Trust Agreement dtd 6/27/91(4) 345,866 345,866 * Richard James Case 163,347 163,347 * Rita Lynn Case 163,347 163,347 * J. Ronald Castell(6) 376,424(7) 27,224 349,200
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SHARES TO BE OFFERED SHARES BENEFICIALLY FOR THE SELLING SHARES BENEFICIALLY OWNED PRIOR TO THE STOCKHOLDER'S OWNED AFTER THE SELLING STOCKHOLDER OFFERING ACCOUNT OFFERING(1) CFP Trust 1,000 1,000 * Charles River School E. 1,200 1,200 * Cheyne Walk Trust 108,100 38,000 70,100 Christian Science Trustees - Gifts and Endowments 20,000 4,000 16,000 City of Cincinnati Retirement 26,300 26,300 * Coastal Corp. Pension Trust A 72,300 72,300 * Comdisco 5,400 5,400 * Congoleum Corp. Retirement 4,300 4,300 * John E. Croghan & Theresa M. Croghan, Joint Tenants 5,671 5,671 * Mark M. Croghan & Kyoko Croghan, Joint Tenants 5,671 5,671 * Thomas J. Croghan & Anita P. Croghan, Joint Tenants 5,671 5,671 * The Cypress Partners L.P. 170,000 170,000 * Cypress International Partners Limited 30,000 30,000 * Dana Corporation Pension Plan Trust 230,000 40,000 * Dana Corp. PIC Fund 58,800 58,800 * David B. Long Irrevocable Trust 500 500 * Jeffrey Davis(8) 32,669 32,669 * Delaware Group Premium Fund, Inc. for the Emerging Growth Series 6,000 6,000 *
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SHARES TO BE OFFERED SHARES BENEFICIALLY FOR THE SELLING SHARES BENEFICIALLY OWNED PRIOR TO THE STOCKHOLDER'S OWNED AFTER THE SELLING STOCKHOLDER OFFERING ACCOUNT OFFERING(1) Delaware Trend Fund, Inc. 330,000 330,000 * Paul Detjen & Colleen M. Detjen, Joint Tenants 5,671 5,671 * DNB, L.P. 679,681 179,681 500,000 Dow Corning Pension Fund 25,600 11,000 14,600 Dr. Richard Shea PS MPP 400 400 * Dr. Ryda D. Rose Rollover 500 500 * Robert F. Dwors and Mary M. Dwors, as tenants by the entirety 217,796 217,796 * Jane S. Egan(9) 28,925 28,925 * Patrick M. Egan(9) 551,718 551,718 * Elbridge Stuart Foundation 20,200 20,200 * James M. Emanuel 1,400 1,400 * Emvest & Company 3,300 3,300 * English Construction P. 1,400 1,400 * Enron Corp. Retirement Plan 3,700 3,700 * Estee Lauder Inc. 18,850 5,000 13,850 Gregory K. Fairbanks(10) 21,779 21,779 * Joseph M. Field 700 700 * Fireman Foundation/PIC 3,000 3,000 * First Church of Christ Scientist 20,000 6,000 14,000
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SHARES TO BE OFFERED SHARES BENEFICIALLY FOR THE SELLING SHARES BENEFICIALLY OWNED PRIOR TO THE STOCKHOLDER'S OWNED AFTER THE SELLING STOCKHOLDER OFFERING ACCOUNT OFFERING(1) FJH Associates, a California Limited Partnership 102,800 34,000 68,800 FJH Associates, II, a Delaware Limited Partnership 5,800 2,900 2,900 FJH Associates International Fund Ltd. 51,200 19,700 31,500 Ford Master Trust 490,000 246,000 244,000 Ford Motor Company Pension Plan 200,000 200,000 * Freedom Investment Trust II 60,000 60,000 * Gastroenterology Assoc. 1,100 1,100 * GDJ, Jr. Investments Limited Partnership(11) 1,272,851(12) 544,490 728,361 Gerald R. Geddis 108,898 108,898 * The Growth Fund of America, Inc. 400,000 400,000 * Thomas A. Gruber(8) 217,796 217,796 * Robert A. Guerin(6) 228,324 27,224 201,100 Gunnell Family Limited Partnership 108,898 108,898 * Hamilton College Endowment 6,300 6,300 * Harris W. Hudson Limited Partnership(13) 19,621,779(14) 21,779 19,600,000(15) Hartford Capital Appreciation Fund, Inc. 1,181,000 581,000 600,000 Hartford Mutual Funds, Inc., Hartford Capital Appreciation Fund 13,500 13,500 * Haussman Holdings N.V. 45,100 24,000 21,100
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SHARES TO BE OFFERED SHARES BENEFICIALLY FOR THE SELLING SHARES BENEFICIALLY OWNED PRIOR TO THE STOCKHOLDER'S OWNED AFTER THE SELLING STOCKHOLDER OFFERING ACCOUNT OFFERING(1) John T. Hawkins 2,177 2,177 * Thomas W. Hawkins(6) 255,830(16) 95,830 160,000 Hedge Capital Ltd. 12,000 5,200 6,800 Robert J. Henninger, Jr.(6) 758,898(17) 108,898 650,000 H. Family Limited Partnership(18) 6,332,418 6,332,418 * Holly J. Hudson Limited Partnership 152,457 152,457 * Hovius Investments N.V. 47,600 24,000 23,600 Hudson River Trust Aggressive Stock Fund 2,854,000 245,000 2,600,000 Huizenga Investments Limited Partnership(19) 25,019,219(20) 21,779 24,997,440(21) Raymond Huizenga 43,559 43,559 * IDS Advisory Group, Inc. on behalf of Nomura Global Investment Fund 1,100 1,100 * IDS Life Aggressive Growth Fund 311,000 176,100 134,900 IDS Life Equity Portfolio 81,100 45,900 35,200 IDS Strategy Aggressive Fund 82,400 82,400 * Janet C. Rutz Revocable Trust 800 800 * JM Family Enterprises, Inc.(22) 3,441,176 3,441,176 * John Hancock Declaration Trust 400 400 * John Hancock Investment Trust IV 88,000 88,000 *
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SHARES TO BE OFFERED SHARES BENEFICIALLY FOR THE SELLING SHARES BENEFICIALLY OWNED PRIOR TO THE STOCKHOLDER'S OWNED AFTER THE SELLING STOCKHOLDER OFFERING ACCOUNT OFFERING(1) John Hancock World Fund 40,000 40,000 * Johnson & Higgins Retirement 4,600 4,600 * John W. Croghan, TR UA dtd. 12/28/82 707,091(23) 102,091 605,000 James Kelly 1,500 1,500 * Kent County Hosp. MAI PR 1,900 1,900 * Kent County Hosp. Pension 3,600 3,600 * James L. Kirk 43,559 43,559 * Kroger Retirement Income Plan 14,100 14,100 * Michael J. Lobsinger 2,400 2,400 * Manager Capital Appreciation Fund 85,700 42,000 43,700 Marcy A. Sandler Revocable Trust 150 150 * Roger Marino 9,600 9,600 * Roger & Michelle Marino 2,300 2,300 * Maritime Life Discovery Fund 5,000 5,000 * Mark Equity Partners, L.P. 10,160 5,000 5,160 Mark International Partners, L.P. 51,006 25,000 26,006 Mark Partners 41,258 20,000 21,258 Martha J. Huizenga Holdings Limited Partnership 1,043,559 43,559 1,000,000 MAS Funds - Mid Cap Growth Fund 262,200 125,000 137,200
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SHARES TO BE OFFERED SHARES BENEFICIALLY FOR THE SELLING SHARES BENEFICIALLY OWNED PRIOR TO THE STOCKHOLDER'S OWNED AFTER THE SELLING STOCKHOLDER OFFERING ACCOUNT OFFERING(1) Joseph & Julian Maxwell 1,000 1,000 * McGraw Hill Pension Prov. 13,300 13,300 * McGuire Woods Battle 6,400 6,400 * John and Arline McNally, as tenants by the entirety 21,779 21,779 * John J. Melk(24) 4,639,061(25) 179,681 4,459,380(26) Merichem 900 900 * MFS Series Trust II - MFS Emerging Growth Fund 6,000,000 6,000,000 * Michael R. Sandler Family Trust 150 150 * James M. Moran 3,767,870(27) 217,796 * James Moran, Jr. 21,779 21,779 * Janice M. Moran 326,694(28) 108,898 * Stephen R. Morse(7) 108,898 108,898 * Mott Children's Health 7,700 7,700 * Ed Mullinax 1,425,920 1,425,920 * Ed Mullinax & Janet Mullinax JTWROS 304,279 304,279 * Jerry Mullinax(29) 548,386 548,386 * Larry Mullinax(29) 548,386 548,386 * Alex Muxo, Jr. 5,444 5,444 * Joseph A. Nathan 700 700 *
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SHARES TO BE OFFERED SHARES BENEFICIALLY FOR THE SELLING SHARES BENEFICIALLY OWNED PRIOR TO THE STOCKHOLDER'S OWNED AFTER THE SELLING STOCKHOLDER OFFERING ACCOUNT OFFERING(1) Nebraska Investment Council 128,300 60,000 68,300 Neles Jamesbury Retirement 4,000 4,000 * Patrick O'Brien, Jr.(29) 438,532 438,532 * Pam Huizenga Holdings Limited Partnership 43,559 43,559 * Paul & Phyllis Fireman Trust 11,300 11,300 * Edward A. Perlow 1,300 1,300 * Peter H. Huizenga Testamentary Trust 68,061 68,061 * William M. Pierce 327,224(30) 27,224 300,000 William N. Plamondon 21,779 21,779 * Pomona College 85,000 35,000 50,000 David A. Potts 5,444 5,444 * PREPA Emp Retirement System 13,500 13,500 * PW Olympus Fund - PW Growth Fund 604,400 550,000 54,400 Quantum Partners LDC 1,000,000 1,000,000 * Quissett Partners, L.P. 6,900 5,500 1,400 Randolph Macon College 5,500 5,500 * Raptor Global Fund Ltd. 242,100 201,500 40,600 Raptor Global Fund L.P. 96,600 80,500 16,100
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SHARES TO BE OFFERED SHARES BENEFICIALLY FOR THE SELLING SHARES BENEFICIALLY OWNED PRIOR TO THE STOCKHOLDER'S OWNED AFTER THE SELLING STOCKHOLDER OFFERING ACCOUNT OFFERING(1) Retirement Plans of Atlantic Richfield & Co. and certain of its subsidiaries Master Trust 400,250 100,000 300,250 Richard S. Long Irrevocable Trust 400 400 * Rich Kids, Ltd.(31) 163,347 163,347 * Ronald Family Trust B 143,500 55,000 88,500 St. Francis Hospital 4,000 4,000 * Fayez Sarofim 150,000 50,000 100,000 Joseph & Dorothy Scarlet 1,000 1,000 * Faith Anderson Scotti 900 900 * SFS Husic Investors 9,500 5,000 4,500 Beth Shea 300 300 * Philip H. Sheridan, Jr. & Nancy C. Sheridan, Joint Tenants 5,671 5,671 * Wallace & Roberta Snifes 500 500 * Southern Company Services 349,100 170,000 179,100 Stanford University Endowment Pool C 44,000 20,000 24,000 Stephen Darby Jr. Trust 500 500 * Stellar Trust 250,000 250,000 *
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SHARES TO BE OFFERED SHARES BENEFICIALLY FOR THE SELLING SHARES BENEFICIALLY OWNED PRIOR TO THE STOCKHOLDER'S OWNED AFTER THE SELLING STOCKHOLDER OFFERING ACCOUNT OFFERING(1) Steven W. Hudson Limited Partnership 152,457 152,457 * Francis Sullivan 600 600 * Summit International, Ltd. 45,000 45,000 * Summit Investors 200,000 80,000 120,000 Sun American Asset Management Corp. on behalf of Balance Asset Fund 30,000 30,000 * Sun American Asset Management Corp. on behalf of Blue Chip Fund 10,000 10,000 * Sun American Asset Management Corp. on behalf of Growth & Income Fund 5,000 5,000 * Sun American Asset Management Corp. on behalf of Mid-Cap Fund 10,000 10,000 * Sun American Asset Management Corp. on behalf of Polaris Aggressive Fund 10,000 10,000 * Sun American Asset Management Corp. on behalf of Polaris Balanced Fund 5,000 5,000 * Sun American Asset Management Corp. on behalf of Small Company Fund 30,000 30,000 * 3MO Properties 367,686 367,686 * T. Briggs IRA 800 800 * Tracie A. Rolen Irrevocable Trust 400 400 *
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SHARES TO BE OFFERED SHARES BENEFICIALLY FOR THE SELLING SHARES BENEFICIALLY OWNED PRIOR TO THE STOCKHOLDER'S OWNED AFTER THE SELLING STOCKHOLDER OFFERING ACCOUNT OFFERING(1) T. Rowe Price Equity Series, Inc.: T. Rowe Price New America Growth Portfolio 32,000 11,000 21,000 T. Rowe Price New America Growth Fund, Inc. 737,000 224,000 513,000 Tudor Arbitrage Partners L.P. 27,900 23,500 4,400 Tudor BVI Futures Ltd. 233,400 194,500 38,900 Tulane University 35,600 18,000 17,500 Andreas Typaldos 1,100 1,100 * Uff Croissance Amerique 10,000 10,000 * Valero Energy Pension PLC 5,500 5,500 * Vanguard Horizon-Capital Opportunity Fund 260,000 260,000 * Vanguard/Morgan Growth Fund, Inc. 560,000 560,000 * Waynco Investments Limited Partnership 43,559 43,559 * W.C. English Foundation 1,400 1,400 * Gerald W. B. Weber(8) 217,796 217,796 * WeeZor II Limited Partnership 1,550,000(32) 482,245 1,067,755 Josh Weston 800 800 * Westfield Technology Fund L 4,500 4,500 * Whittier Opportunity Fund I LLC 57,000 57,000 * Scott A. Wilkerson(5) 348,930 348,930 *
22 24
SHARES TO BE OFFERED SHARES BENEFICIALLY FOR THE SELLING SHARES BENEFICIALLY OWNED PRIOR TO THE STOCKHOLDER'S OWNED AFTER THE SELLING STOCKHOLDER OFFERING ACCOUNT OFFERING(1) Williams Master Trust A 9,700 9,700 * Willis Coroon Corp. 9,200 9,200 * Yarmouth Trust 900 900 * Marjorie Yashar 100 100 *
23 25 ENDNOTES: * After completion of the offering, assuming all shares of Common Stock to be offered by this Selling Stockholder are sold, this Selling Stockholder will hold no shares of Common Stock. (1) Unless specifically noted, no Selling Stockholder will hold more than one percent of the Common Stock after completion of the offering. (2) Berrard Holdings Limited Partnership is controlled by Steven R. Berrard, who serves as President, Co-Chief Executive Officer and a director of the Company. (3) The amount of Common Stock beneficially owned by Berrard Holdings Limited Partnership consists of (a) 3,158,042 shares owned directly by it, and (b) presently exercisable warrants to purchase 200,000, 100,000 and 100,000 shares of Common Stock at exercise prices of $2.25, $2.75 and $3.50 per share, respectively. (4) Consists of (a) 101,444 shares owned directly by him, and (b) presently exercisable warrants to purchase 96,000, 48,000 and 48,000 shares of Common Stock at exercise prices of $2.25, $2.75 and $3.50 per share, respectively. (5) Served as an officer and/or director of Carlisle Motors, Inc. and/or Credit Management Acceptance Corporation prior to the Company's acquisition of such companies. (6) Serves as a Senior Vice President of the Company. (7) Consists of (a) 77,224 shares owned directly by him, (b) 48,800 shares owned by him and his wife as tenants by the entirety, (c) 400 shares owned by his son, (d) presently exercisable warrants to purchase 100,000, 50,000, and 50,000 shares of Common Stock at exercise prices of $2.25, $2.75 and $3.50 per share, respectively, and (e) presently exercisable options to purchase 50,000 shares at $12.375 per share. (8) Served as an officer of AutoNation Incorporated prior to the Company's acquisition of such company. (9) Served as an officer and/or director of Lancaster Alarm Co., Inc., known as Commonwealth Security Systems, Inc. prior to the Company's acquisition of such company. (10) Mr. Fairbanks served as Chief Financial Officer of the Company from August 1995 until May 1996. (11) GDJ, Jr. Investments Limited Partnership is controlled by George D. Johnson, Jr. who serves as a director of the Company. (12) The aggregate amount of Common Stock beneficially owned by GDJ, Jr. Investments Limited Partnership consists of (a) 872,851 shares owned directly by it, and (b) presently exercisable warrants to purchase 200,000, 100,000 and 100,000 shares of Common Stock at exercise prices of $2.25, $2.75 and $3.50 per share, respectively. (13) Harris W. Hudson Limited Partnership is controlled by Harris W. Hudson who serves as Vice Chairman of the Board of the Company, and Chairman and Chief Executive Officer of the Company's Solid Waste and Security Services divisions. From August 1995 until November 1996, Mr. Hudson served as President of the Company. (14) The aggregate amount of Common Stock beneficially owned by Harris W. Hudson Limited Partnership consists of (a) 17,221,779 shares owned directly by it, and (b) presently exercisable warrants to purchase 1,200,000, 600,000 and 600,000 shares of Common Stock at exercise prices of $2.25, $2.75 and $3.50 per share, respectively. 24 26 (15) After completion of the offering, Harris W. Hudson Limited Partnership will beneficially own 6.5% of the Common Stock, calculated in accordance with Rule 13d-3 under the Exchange Act, based upon 299,412,227 shares of Common Stock outstanding as of January 24, 1996. (16) Consists of (a) 95,830 shares owned directly by him, and (b) presently exercisable warrants to purchase 80,000, 40,000, and 40,000 shares of Common Stock at exercise prices of $2.25, $2.75 and $3.50 per share, respectively. (17) Consists of (a) 308,898 shares owned directly by him, (b) presently exercisable warrants to purchase 200,000, 100,000 and 100,000 shares of Common Stock at exercise prices of $2.25, $2.75 and $3.50 per share, respectively, and (c) presently exercisable options to purchase 50,000 shares of Common Stock at $12.375 per share. (18) H. Wayne Huizenga is a limited partner of H. Family Limited Partnership, but does not have voting or dispositive power over the shares held by such partnership and Mr. Huizenga disclaims beneficial ownership of such shares. (19) Huizenga Investments Limited Partnership is controlled by H. Wayne Huizenga, who serves as Chairman and Co-Chief Executive Officer of the Company. (20) The aggregate amount of Common Stock beneficially owned by Huizenga Investments Limited Partnership consists of (a) 9,019,219 shares owned directly by it, and (b) presently exercisable warrants to purchase 8,000,000, 4,000,000 and 4,000,000 shares of Common Stock at exercise prices of $2.25, $2.75 and $3.50 per share, respectively. (21) After completion of the offering, Huizenga Investments Limited Partnership will beneficially own 7.9% of the Common Stock, calculated in accordance with Rule 13d-3 under the Exchange Act, based upon 299,412,227 shares of Common Stock outstanding as of January 24, 1996. (22) Certain affiliates of JM Family Enterprises, Inc. provide finance, warranty and insurance products to AutoNation. Certain benefit plans for the benefit of associates of JM Family Enterprises, Inc. own approximately 14,000 shares of Common Stock for which JM Family Enterprises, Inc. disclaims beneficial ownership. (23) Consists of (a) 437,091 shares owned by it, and (b) presently exercisable warrants to purchase 135,000, 67,500 and 67,500 shares of Common Stock at exercise prices of $2.25, $2.75 and $3.50 per share, respectively. (24) Mr. Melk serves as a director of the Company. (25) The aggregate amount of Common Stock beneficially owned by Mr. Melk consists of (a) 179,681 shares owned directly by him, (b) 1,850,002 shares owned by JJM Republic Limited Partnership which is controlled by Mr. Melk, (c) 1,849,998 shares owned by JLM Republic Limited Partnership, which is controlled by Mr. Melk's wife, (d) presently exercisable warrants to purchase 200,000, 100,000 and 100,000 shares of Common Stock at exercise prices of $2.25, $2.75 and $3.50 per share, respectively, (e) presently exercisable options to purchase 100,000, 20,000 and 20,000 shares of Common Stock at exercise prices of $12.375, $18.0625 and $31.1875 per share, respectively, and (f) 219,380 shares owned by his wife. Mr. Melk disclaims beneficial ownership of the 1,849,998 shares owned by JLM Republic Limited Partnership and of the 219,380 shares owned by his wife. (26) After completion of the offering, Mr. Melk will beneficially own 1.6% of the Common Stock, calculated in accordance with Rule 13d-3 under the Exchange Act, based upon 299,412,227 shares of Common Stock outstanding as of January 24, 1996. (27) Consists of (a) 217,796 shares owned directly by him, (b) 3,441,176 shares owned by J.M. Family Enterprises, Inc. which is controlled by Mr. Moran, for which Mr. Moran disclaims beneficial ownership, and (c) 108,898 shares owned by his wife for which Mr. Moran disclaims beneficial ownership. (28) Consists of (a) 108,898 shares owned directly by her, and (b) 217,796 shares owned by her husband for which she disclaims beneficial ownership. (29) Served as an officer and/or director of Ed Mullinax, Inc. and certain affiliated companies prior to the Company's acquisition of such companies. (30) Consists of (a) 77,224 shares owned directly by him, (b) presently exercisable warrants to purchase 100,000, 50,000, and 50,000 shares of Common Stock at exercise prices of $2.25, $2.75 and $3.50 per share, respectively, and (c) presently exercisable options to purchase 50,000 shares of Common Stock at an exercise price of $12.38 per share. (31) Rich Kids, Ltd. is controlled by Lawrence S. Rich who served as President of AutoNation prior to the Company's acquisition of AutoNation, and who continues to serve as President thereof. (32) Consists of (a) 670,000 shares owned directly by it, and (b) presently exercisable warrants to purchase 440,000, 220,000 and 220,000 shares of Common Stock at exercise prices of $2.25, $2.75 and $3.50 per share, respectively. 25 27 PLAN OF DISTRIBUTION The Selling Stockholders or pledgees may sell or distribute some or all of the Shares from time to time through underwriters or dealers or brokers or other agents or directly to one or more purchasers, including pledgees, in transactions (which may involve crosses and block transactions) on Nasdaq, privately negotiated transactions (including sales pursuant to pledges) or in the over-the-counter market, or in transactions in which Shares may be delivered in connection with the issuance of securities by issuers other than the Company that are exchangeable for (whether optional or mandatory), or payable in, such Shares (whether such securities are listed on a national securities exchange or otherwise) or pursuant to which such Shares may be distributed (which securities issued by others will, to the extent required by applicable law, be registered under the Securities Act), or in a combination of such transactions or by any other legally available means. Such transactions may be effected by the Selling Stockholders at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices, or at fixed prices, which may be changed. Brokers, dealers, agents or underwriters participating in such transactions as agent may receive compensation in the form of discounts, concessions or commissions from the Selling Stockholders (and, if they act as agent for the purchaser of such shares, from such purchaser). Such discounts, concessions or commissions as to a particular broker, dealer, agent or underwriter might be in excess of those customary in the type of transaction involved. This Prospectus also may be used, with the Company's consent, by donees of the Selling Stockholders, or by other persons acquiring Shares and who wish to offer and sell such Shares under circumstances requiring or making desirable its use. To the extent required, the Company will file, during any period in which offers or sales are being made, one or more supplements to this Prospectus to set forth the names of donees of Selling Stockholders and any other material information with respect to the plan of distribution not previously disclosed. The Selling Stockholders and any such underwriters, brokers, dealers or agents that participate in such distribution may be deemed to be "underwriters" within the meaning of the Securities Act, and any discounts, commissions or concessions received by any such underwriters, brokers, dealers or agents might be deemed to be underwriting discounts and commissions under the Securities Act. Neither the Company nor the Selling Stockholders can presently estimate the amount of such compensation. The Company knows of no existing arrangements between any Selling Stockholder and any other Selling Stockholder, underwriter, broker, dealer or other agent relating to the sale or distribution of the Shares. Under applicable rules and regulations under the Exchange Act, any person engaged in a distribution of any of the Shares may not simultaneously engage in market activities with respect to the Common Stock for a period of nine business days prior to the commencement of such distribution. In addition and without limiting the foregoing, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including without limitation Rules 10b-5, 10b-6 and 10b-7, which provisions may limit the timing of purchases and sales of any of the Shares by the Selling Stockholders. All of the foregoing may affect the marketability of the Common Stock. The Company will pay substantially all of the expenses incident to this Offering of the Shares by the Selling Stockholders to the public other than commissions and discounts of underwriters, brokers, dealers or agents. Each Selling Stockholder may indemnify any broker, dealer, agent or underwriter that participates in transactions involving sales of the Shares against certain liabilities, including liabilities arising under the Securities Act. The Company has agreed to indemnify the Selling Stockholders and any such underwriters and controlling persons of such underwriters against certain liabilities, including certain liabilities under the Securities Act. If Shares are sold in an underwritten offering, the Shares may be acquired by the underwriters for their own account and may be further resold from time to time in one or more transactions, including negotiated transactions, at market prices prevailing at the time of sale, at prices related to such prevailing market prices, at negotiated prices, or at fixed prices. The names of the underwriters with respect to any such offering and the terms of the transactions, including any underwriting discounts, concessions or commissions and other items constituting compensation of the underwriters and broker-dealers, if any, will be set forth in a supplement to this Prospectus relating to such offering. Any public offering price and any discounts, concessions or commissions allowed or reallowed or paid to broker-dealers may be changed from time to time. Unless otherwise set forth in a supplement to this Prospectus, the obligations of the underwriters to purchase the Shares will be subject to certain conditions precedent and the underwriters will be obligated to purchase all of the shares specified in such supplement if any such Shares are purchased. If the Shares are sold in an underwritten offering, the underwriters and selling group members (if any) may engage in passive market making transactions in the Common Stock on Nasdaq immediately prior to the commencement of the sale of shares in such offering, in accordance with Rule 10b-6A under the Exchange Act. Passive market making presently consists of displaying bids on Nasdaq limited by the bid prices of market makers not connected with such offering and purchases limited by such prices and effected in response to order flow. Net purchases by a passive market maker on each day are limited in amount to 30% of the passive market maker's average daily trading volume in the Common Stock during the period of the two full consecutive calendar months prior to the filing with the Commission of the Registration Statement of which this Prospectus is a part and must be discontinued when such limit is reached. Passive market making may stabilize the market price of the Common Stock at a level above that which might otherwise prevail and, if commenced, may be discontinued at any time. In order to comply with certain states' securities laws, if applicable, the Shares will be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the Common Stock may not be sold unless the Common Stock has been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with. DESCRIPTION OF CAPITAL STOCK The Second Amended and Restated Certificate of Incorporation of the Company (the "Certificate of Incorporation") authorizes capital stock consisting of 500,000,000 shares of Common Stock, par value $.01 per share, and 5,000,000 shares of preferred stock ("Preferred Stock"). There were 299,412,227 shares of Common Stock, and no shares of Preferred Stock, issued and outstanding as of January 24, 1997. The following summary description of the capital stock of the Company is qualified in its entirety by reference to the Certificate of Incorporation and Bylaws of the Company, copies of which have been filed as exhibits to the Registration Statement of which this Prospectus is a part. Common Stock. The holders of shares of Common Stock have equal pro rata rights to dividends if, as and when declared by the Company's Board of Directors; do not have any preemptive subscription or conversion rights; and have one vote per share on all matters upon which the stockholders of the Company may vote at all meetings of stockholders. There are no redemption or sinking fund provisions applicable to the Common Stock. The holders of the Common Stock of the Company do not have cumulative voting rights. As a result, the holders of a majority of the shares voting for the election of directors can elect all the members of the Board of Directors. Preferred Stock. No shares of Preferred Stock are currently outstanding. The Board of Directors is authorized to divide the Preferred Stock into series and, with respect to each series, to determine the dividend rights, dividend rate, conversion rights, voting rights, redemption rights and terms, liquidation preferences, the number of shares constituting the series, the designation of such series and such other rights, qualifications, limitations or restrictions as the Board of Directors may determine. The Board of Directors could, without shareholder approval, issue Preferred Stock with voting rights and other rights that could adversely affect the voting power of holders of Common Stock and such stock could be used to prevent a hostile takeover of the Company. The Company has no present plans to issue any shares of Preferred Stock. 26 28 Certificate of Incorporation and Bylaws. The Company's Certificate of Incorporation was amended on November 28, 1995 to (i) change the Company's corporate name to Republic Industries, Inc., and (ii) to eliminate all provisions relating to classes of the Board of Directors. The directors of the Company are elected each year at the annual meeting of the shareholders for terms of one year and until their successors are elected and qualified; existing directors may nominate and elect qualified persons to fill vacancies on the Board of Directors. The Certificate of Incorporation was amended on May 15, 1996 to increase the number of authorized shares of Common Stock to 500,000,000 from 350,000,000. The Company's Bylaws provide that directors may be removed for cause by vote of two-thirds of the other directors or by vote of a majority of stockholders, and may be removed without cause by the vote of a majority of stockholders at a meeting called for such purpose. Transfer Agent and Registrar. The Transfer Agent and Registrar for the Common Stock is Harris Trust and Savings Bank. LEGAL MATTERS The validity of the Shares offered hereby will be passed upon for the Company by Akerman, Senterfitt & Eidson, P.A. Certain attorneys employed by Akerman, Senterfitt & Eidson, P.A. beneficially own an aggregate of approximately 550,000 shares of Republic Common Stock as of the date hereof. EXPERTS The consolidated financial statements and schedule for the Company as of December 31, 1995 and 1994 and for each of the three years in the period ended December 31, 1995, the consolidated financial statements of AutoNation as of December 31, 1995 and for the period from inception (September 12, 1995) to December 31, 1995, the consolidated financial statements of Addington and Continental as of December 31, 1995 and 1994 and for each of the three years in the period ended December 31, 1995, the combined financial statements of Hudson Management Corporation and subsidiaries and Envirocycle, Inc. as of September 30, 1994 and 1993 and for each of the three years in the period ended September 30, 1994, the combined financial statements of the Schaubach Companies as of December 31, 1995 and for the year then ended, the combined financial statements of the Denver Alarm Companies as of December 31, 1995 and for the year then ended, the consolidated financial statements of National Car Rental System, Inc. and Subsidiaries as of May 31, 1996 and for the period from inception (April 4, 1995) to May 31, 1996 and incorporated by reference in this Registration Statement have been audited by Arthur Andersen LLP, independent certified public accountants, to the extent and for the periods as indicated in their reports with respect thereto. The combined financial statements of Acquired Solid Waste Companies as of and for the year ended December 31, 1995 incorporated by reference in this Registration Statement have been audited by Munson, Cronick & Associates, independent certified public accountants, to the extent and for the periods as indicated in their report with respect thereto. The combined financial statements of Alamo Rent-A-Car, Inc. and Affiliates ("Alamo") as of December 31, 1995 and 1994, and for each of the three years in the period ended December 31, 1995, the consolidated financial statements of Guy Salmon USA, Ltd. and Subsidiaries as of December 31, 1995 and 1994, and for each of the three years in the period ended December 31, 1995, and the financial statements of DKBERT Assoc. as of December 31, 1995 and 1994, and for each of the three years in the period ended December 31, 1995, have been included (incorporated by reference) herein, in reliance upon the reports of KPMG Peat Marwick LLP, independent certified public accountants, to the extent and for the periods as indicated in their reports with respect thereto. The combined financial statements of Carlisle Motors, Inc. as of November 30, 1996 and for the eleven month period ended November 30, 1996 incorporated by reference in this Registration Statement have been audited by George B. Jones & Co., P.C., independent certified public accountants, to the extent and for the period as indicated in their report thereto. The consolidated financial statements of National Car Rental System, Inc. and Subsidiaries as of May 31, 1995 and December 31, 1994 and for the five month period ended May 31, 1995 and for the years ended December 31, 1994 and 1993 incorporated by reference in this Registration Statement have been audited by Deloitte & Touche LLP, independent auditors, as stated in their report which is incorporated herein by reference. The consolidated financial statements of Ed Mullinax, Inc. and Subsidiaries as of April 30, 1996 and 1995 and for each of the two years in the period ended April 30, 1996 incorporated by reference in this Registration Statement have been audited by Dixon, Odom & Co., L.L.P., independent certified public accountants, to the extent and for the periods as indicated in their report thereto. As indicated in their report thereto, the financial statements and schedule referred to above have been incorporated by reference herein in reliance upon authority of said firms as experts in accounting and auditing in giving said reports. The combined financial statements of Grubb as of and for the year ended December 31, 1995, appearing in the Company's Current Report on Form 8-K dated January 27, 1997, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such combined financial statements are incorporated herein by reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents, which have been filed by the Company with the Commission pursuant to the Exchange Act, are incorporated by reference and made a part of this Prospectus: (i) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1995; (ii) all other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1995, specifically including the Company's Quarterly Reports on Form 10-Q for the quarters ended March 31, 1996, June 30, 1996 and September 30, 1996, the Company's Current Reports on Form 8-K dated February 14, 1996, February 27, 1996 (as amended on Form 8-K/A dated February 27, 1996), March 29, 1996, May 8, 1996, May 9, 1996 (as amended on Form 8-K/A dated May 9, 1996), May 15, 1996, May 20, 1996, May 31, 1996, June 12, 1996, June 25, 1996, June 27, 1996, July 1, 1996 (as amended on Form 8-K/A dated July 1, 1996), July 15, 1996, September 30, 1996, November 7, 1996, November 8, 1996, November 25, 1996 (as amended on Form 8-K/A dated November 25, 1996), December 19, 1996, December 23, 1996, December 24, 1996, December 30, 1996, January 3, 1997, January 5, 1997, January 15, 1997, January 16, 1997, January 20, 1997 and January 27, 1997; (iii) the Company's Proxy Statement dated April 19, 1996 relating to the 1996 Annual Meeting of Stockholders held May 10, 1996, and the Company's Proxy Statement dated December 13, 1996 related to the Special Meeting of Stockholders held January 16, 1997; and (iv) the Company's Current Report on Form 8-K/A dated September 26, 1995. All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and prior to the termination of the Offering shall be deemed to be incorporated by reference in this Prospectus and to be a part hereof from the date of filing of such documents. Any statement contained in a document or information incorporated or deemed to be incorporated herein by reference shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any subsequently filed document that also is, or is deemed to be, incorporated herein by reference, modifies or supersedes such 27 29 statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Prospectus. The making of a modifying or superseding statement shall not be deemed an admission that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. THE COMPANY UNDERTAKES TO PROVIDE, WITHOUT CHARGE, TO EACH PERSON, INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED, UPON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY AND ALL OF THE DOCUMENTS OR INFORMATION REFERRED TO ABOVE THAT HAS BEEN OR MAY BE INCORPORATED BY REFERENCE IN THIS PROSPECTUS (EXCLUDING EXHIBITS TO SUCH DOCUMENTS UNLESS SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE). REQUESTS SHOULD BE DIRECTED TO RICHARD L. HANDLEY, SECRETARY, REPUBLIC INDUSTRIES, INC., 450 EAST LAS OLAS BOULEVARD, SUITE 1200, FT. LAUDERDALE, FLORIDA 33301, TELEPHONE: (954) 713-5200. 28 30 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION. The following table sets forth the estimated expenses payable by the Registrant in connection with the filing of this Registration Statement. All of such expenses, other than the filing fee for the Commission, are estimates. Securities and Exchange Commission Filing Fee . . . . . . . . . . . . . . . . . . . . $485,490.02 Printing and Engraving Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,000.00 Legal Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 25,000.00 Accounting Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 10,000.00 Blue Sky Fees and Expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ 1,000.00 ----------- Total . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $531,490.02 ===========
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Certificate of Incorporation of the Company entitles the Board of Directors to provide for indemnification of directors and officers to the fullest extent provided by law, except for liability (i) for any breach of director's duty of loyalty to the Company or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for unlawful payments of dividends, or for unlawful stock purchases or redemptions, or (iv) for any transaction from which the director derived an improper personal benefit. Article VII of the Bylaws of the Company provide that to the fullest extent and in the manner permitted by the laws of the State of Delaware and specifically as is permitted under Section 145 of the General Corporation Law of the State of Delaware, the Company shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, other than an action by or in the right of the Company, by reason of the fact that such person is or was a director, officer, employee or agent of the Company, or is or was serving at the request of the Company as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses, including attorneys' fees, judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in and not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, he had no reasonable cause to believe his conduct was unlawful. Determination of an action, suit, or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in and not opposed to the best interests of the Company, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was lawful. II-1 31 The Bylaws provide that any decision as to indemnification shall be made: (a) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or (b) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs, by independent legal counsel in a written opinion; or (c) by the stockholders. The Board of Directors may authorize indemnification of expenses incurred by an officer or director in defending a civil or criminal action, suit or proceeding in advance of the final disposition of such action, suit or proceeding. Indemnification pursuant to these provisions is not exclusive of any other rights to which those seeking indemnification may be entitled under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise and shall continue as to a person who has ceased to be a director or officer. The Company may purchase and maintain insurance on behalf of any person who is or was a director or officer. Further, the Bylaws provide that the indemnity provided will be extended to the directors, officers, employees and agents of any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents so that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in the same position under the provisions of the Bylaws with respect to the resulting or surviving corporation as he/she would have with respect to such constituent corporation if its separate existence had continued. Under an insurance policy maintained by the Company, the directors and officers of the Company are insured, within the limits and subject to the limitations of the policy, against certain expenses in connection with the defense of certain claims, actions, suits or proceedings, and certain liabilities which might be imposed as a result of such claims, actions, suits or proceedings, which may be brought against them by reason of being or having been such directors or officers. ITEM 16. EXHIBITS The following exhibits are filed as part of this Registration Statement: NUMBER EXHIBIT DESCRIPTION - ------ ------------------- 5.1* Opinion of Akerman, Senterfitt & Eidson, P.A. as to the validity of the Shares. 23.1 Consent of Akerman, Senterfitt & Eidson, P.A. (included in Exhibit 5.1 above). 23.2* Consent of Arthur Andersen LLP 23.3* Consent of KPMG Peat Marwick LLP 23.4* Consent of Munson, Cronick & Associates 23.5* Consent of George B. Jones & Co., P.C. 23.6* Consent of Deloitte & Touche LLP 23.7* Consent of Dixon, Odom & Co., LLP 23.8* Consent of Ernst & Young LLP - ------------------------------ * FILED HEREWITH II-2 32 ITEM 17. UNDERTAKINGS. (a) The undersigned Registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: i) To include any prospectus required by Section 10(a)(3) of the Securities Act; ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in this Registration Statement; iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement. Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the information required to be included in a post-effective amendment by these paragraphs is contained in periodic reports filed with or furnished by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement. (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the Offering. (b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new registration statement relating to the securities offered herein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing II-3 33 provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. II-4 34 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida, on January 29, 1997. REPUBLIC INDUSTRIES, INC. By: /s/ H. Wayne Huizenga ----------------------------- H. Wayne Huizenga Chairman of the Board and Co-Chief Executive Officer Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement or amendment thereto has been signed by the following persons in the capacities indicated on January 29, 1997.
SIGNATURE TITLE --------- ----- /s/ H. Wayne Huizenga Chairman of the Board and ------------------------------------- Co-Chief Executive Officer H. Wayne Huizenga (Principal Executive Officer) /s/ Steven R. Berrard Co-Chief Executive - -------------------------------------- Officer, President Steven R. Berrard and Director /s/ Michael S. Karsner Chief Financial Officer - -------------------------------------- and Senior Vice Michael S. Karsner President (Principal Financial Officer) /s/ Harris W. Hudson ------------------------------------- Vice Chairman and Director Harris W. Hudson /s/ Michael R. Carpenter ------------------------------------- Vice President and Controller Michael R. Carpenter (Principal Accounting Officer) /s/ Michael G. DeGroote Vice Chairman of the Board ------------------------------------- Michael G. DeGroote /s/ J.P. Bryan Director ------------------------------------- J.P. Bryan /s/ Rick L. Burdick Director ------------------------------------- Rick L. Burdick /s/ George D. Johnson, Jr. Director ------------------------------------- George D. Johnson, Jr. /s/ John J. Melk Director ------------------------------------- John J. Melk
II-5 35 EXHIBIT INDEX
NUMBER EXHIBIT DESCRIPTION - ------ ------------------- 5.1* Opinion of Akerman, Senterfitt & Eidson, P.A. as to the validity of the Shares. 23.1 Consent of Akerman, Senterfitt & Eidson, P.A. (included in Exhibit 5.1 above). 23.2* Consent of Arthur Andersen LLP 23.3* Consent of KPMG Peat Marwick LLP 23.4* Consent of Munson, Cronick & Associates 23.5* Consent of George B. Jones & Co., P.C. 23.6* Consent of Deloitte & Touche LLP 23.7* Consent of Dixon, Odom & Co., LLP 23.8* Consent of Ernst & Young LLP
- ------------------ * FILED HEREWITH EX-5.1 2 OPINION OF AKERMAN SENTERFITT 1 EXHIBIT 5.1 AKERMAN, SENTERFITT & EIDSON, P.A. ATTORNEYS AT LAW One S.E. Third Avenue 28th Floor Miami, Florida 33131-2948 (305) 374-5600 Telecopy (305) 374-5095 January 29, 1997 Republic Industries, Inc. 450 East Las Olas Blvd., Suite 1200 Fort Lauderdale, Florida 33301 RE: REGISTRATION STATEMENT ON FORM S-3 Gentlemen: We have acted as counsel to Republic Industries, Inc., a Delaware corporation (the "Company"), in connection with the preparation and filing by the Company with the Securities and Exchange Commission of a Registration Statement on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as amended. The Registration Statement relates to an aggregate of 38,780,443 shares of the Company's common stock, par value $0.01 per share, all of which are issued and outstanding (the "Shares"). We have examined such corporate records, documents, instruments and certificates of the Company and have received such representations from the officers and directors of the Company and have reviewed such questions of law as we have deemed necessary, relevant or appropriate to enable us to render the opinion expressed herein. In such examination, we have assumed the genuineness of all signatures and authenticity of all documents, instruments, records and certificates submitted to us as originals. Based upon such examination and review and upon the representations made to us by the officers and directors of the Company, we are of the opinion that the Shares have been duly and validly authorized and are validly issued, fully paid and nonassessable. The opinions expressed herein are limited to the corporate laws of the State of Delaware and we express no opinion as to the effect on the matters covered by any other jurisdiction. This firm consents to the filing of this opinion as an exhibit to the Registration Statement and to the reference to the firm under the caption "Legal Matters" in the prospectus which is part of the Registration Statement. Very truly yours, AKERMAN, SENTERFITT & EIDSON, P.A. EX-23.2 3 CONSENT OF ARTHUR ANDERSEN LLP 1 EXHIBIT 23.2 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS As independent certified public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated June 1, 1995 (except with respect to the matter discussed in Note 10, as to which the date is August 3, 1995) on the combined financial statements of Hudson Management Corporation and subsidiaries and Envirocycle, Inc. included in Republic Industries, Inc.'s Form 8-K/A dated September 26, 1995. We also consent to the incorporation by reference in this registration statement of our report dated March 26, 1996 included in Republic Industries, Inc.'s Form 10-K for the year ended December 31, 1995; and our report dated February 9, 1996 (except with respect to the matter discussed in Note 11, as to which the date is February 29, 1996) on the combined financial statements of the Schaubach Companies, and our report dated March 5, 1996 on the combined financial statements of the Denver Alarm Companies, and our report dated March 15, 1996 on the supplemental consolidated financial statements of Republic Industries, Inc. and subsidiaries, all included in Republic Industries, Inc.'s Form 8-K/A dated February 27, 1996; and our report dated May 15, 1996 on the consolidated financial statements (restated) of Republic Industries, Inc. and subsidiaries included in Republic Industries, Inc.'s Form 8-K dated May 15, 1996; and our report dated September 30, 1996 on the supplemental consolidated financial statements of Republic Industries, Inc. and subsidiaries, and our report dated January 26, 1996 (except with respect to the matters discussed in Note 10, as to which the date is August 19, 1996) on the consolidated financial statements of AutoNation Incorporated and subsidiaries, and our report dated June 12, 1996 on the consolidated financial statements of CarChoice, Inc. and subsidiary, and our report dated February 20, 1996 (except with respect to the matter discussed in Note 1, as to which the date is December 11, 1996) on the consolidated financial statements of Continental Waste Industries, Inc. and subsidiaries, and our report dated February 29, 1996 on the consolidated financial statements of Addington Resources, Inc. and subsidiaries, all included in Republic Industries, Inc.'s Form 8-K dated September 30, 1996 and Form 8-K/A dated November 25, 1996; and our report dated December 5, 1996 on the consolidated financial statements (restated) and the supplemental consolidated financial statements of Republic Industries, Inc. and subsidiaries included in Republic Industries, Inc.'s Form 8-K/A dated November 25, 1996; and our report dated July 19, 1996, except with respect to Note 17, which is as of January 5, 1997, on the consolidated financial statements of National Car Rental System, Inc. and Subsidiaries, and our report dated January 28, 1997 on the consolidated financial statements (restated) and the supplemental consolidated financial statements of Republic Industries, Inc. and subsidiaries, both included in Republic Industries, Inc.'s Form 8-K dated January 27, 1997, and to all references to our Firm included in this registration statement. ARTHUR ANDERSEN, LLP Fort Lauderdale, Florida January 27, 1997 EX-23.3 4 CONSENT OF KPMG PEAT MARWICK LLP 1 EXHIBIT 23.3 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The Board of Directors Alamo Rent-A-Car, Inc. and Affiliates: We consent to the incorporation by reference in this registration statement on Form S-3 of Republic Industries, Inc. of our report dated March 8, 1996 (except as to the second paragraph of Note 13, which is as of April 19, 1996 and the second paragraph of Note 18, which is as of November 26, 1996) with respect to the combined balance sheets of Alamo Rent-A-Car, Inc. and Affiliates as of December 31, 1995 and 1994, and the related combined statements of operations, equity, and cash flows for each of the years in the three-year period ended December 31, 1995, our report dated March 8, 1996 (except as to the second paragraph of Note 10, which is as of April 19, 1996 and the second paragraph of Note 13, which is as of November 26, 1996) with respect to the consolidated balance sheets of Guy Salmon USA, Ltd. and Subsidiaries as of December 31, 1995 and 1994, and the related consolidated statements of operations, partners' capital (deficiency), and cash flows for each of the years in the three-year period ended December 31, 1995, and our report dated March 8, 1996 (except as to the third paragraph of Note 12, which is as of November 26, 1996) with respect to the balance sheets of DKBERT Assoc. as of December 31, 1995 and 1994, and the related statements of income, partners' capital, and cash flows for each of the years in the three-year period ended December 31, 1995, which reports appear in the Form 8-K of Republic Industries, Inc. dated November 25, 1996, and to the reference to our firm under the heading "Experts" in this Registration Statement on Form S-3. KPMG Peat Marwick LLP Fort Lauderdale, Florida January 27, 1997 EX-23.4 5 CONSENT OF MUNSON, CRONICK & ASSOCIATES 1 EXHIBIT 23.4 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS As independent certified public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated July 18, 1996 included in Republic Industries, Inc.'s Form 8-K dated September 30, 1996 and Form 8-K/A dated November 25, 1996, and to all references to our Firm included in this registration statement. /s/ Munson, Cronick & Associates MUNSON, CRONICK & ASSOCIATES Fullerton, California January 27, 1997 EX-23.5 6 CONSENT OF GEORGE B. JONES & CO., P.C. 1 EXHIBIT 23.5 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS As Independent certified public accountants,we hereby consent to the incorporation by reference in the registration statement of our report dated December 20, 1996 included in Republic Industries, Inc.'s Form 8-K dated January 27, 1997 and to all references to our Firm included in this registration statement. George B. Jones & Co., P.C. Tampa, Florida January 27, 1997 EX-23.6 7 CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.6 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Republic Industries, Inc. on Form S-3 of our report dated February 2, 1996 relating to the consolidated financial statements of National Car Rental System, Inc. and subsidiaries as of May 31, 1995 and December 31, 1994 and for the five months ended May 31, 1995 and for the years ended December 31, 1994 and 1993 appearing in the Current Report on Form 8-K of Republic Industries, Inc. dated January 27, 1997, and to the reference to us under the heading "Experts" in the Prospectus, which is part of this Registration Statement. Deloitte & Touche LLP Minneapolis, Minnesota January 27, 1997 EX-23.7 8 CONSENT OF DIXON ODOM & CO. LLP 1 EXHIBIT 23.7 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS As independent certified public accountants, we hereby consent to the incorporation by reference in this registration statement of our report dated July 31, 1996 included in Republic Industries, Inc.'s Form 8-K dated January 27, 1997 and to all references to our Firm included in this registration statement. /s/ Dixon, Odom & Co., L.L.P. Dixon, Odom & Co., L.L.P. Greensboro, North Carolina January 27, 1997 EX-23.8 9 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.8 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the Registration Statement on Form S-3 and related Prospectus of Republic Industries, Inc. and to the incorporation by reference therein of our report dated October 31, 1996, with respect to the combined financial statements of Grubb Automotive, Inc., Jack Sherman Chevrolet, Inc., Lou Grubb Chevrolet, Inc., Lou Grubb Ford, Inc., Lou Grubb Saturn, Inc., and Saturn of Tempe, Inc. as of and for the year ended December 31, 1995 included in Republic Industries, Inc.'s Current Report on Form 8-K dated January 27, 1997, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP Phoenix, Arizona January 27, 1997 -----END PRIVACY-ENHANCED MESSAGE-----