-----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, MB9xJGvx+kgf0f5KyTDx9KeSRBvxGTqT808GP8Jm3g0ObdV8qrB95YAX6mcOf7jZ mn5rZ9Y0RNIC8dVeNNK2Wg== 0000950144-97-004065.txt : 19970414 0000950144-97-004065.hdr.sgml : 19970414 ACCESSION NUMBER: 0000950144-97-004065 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 8 CONFORMED PERIOD OF REPORT: 19970204 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970411 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: REPUBLIC INDUSTRIES INC CENTRAL INDEX KEY: 0000350698 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 731105145 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-09787 FILM NUMBER: 97578951 BUSINESS ADDRESS: STREET 1: 450 E LAS OLAS BLVD STREET 2: STE 1200 CITY: FT. LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 3057618333 MAIL ADDRESS: STREET 1: 200 EAST LAS OLAS BLVD STREET 2: SUITE 1400 CITY: FT. LAUDERDALE STATE: FL ZIP: 33301 FORMER COMPANY: FORMER CONFORMED NAME: REPUBLIC WASTE INDUSTRIES INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: REPUBLIC RESOURCES CORP DATE OF NAME CHANGE: 19900226 8-K 1 REPUBLIC INDUSTRIES, INC. FORM 8-K 02/04/97 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) February 4, 1997 ---------------- REPUBLIC INDUSTRIES, INC. ------------------------- (Exact name of registrant as specified in its charter) Delaware -------- (State or other jurisdiction of incorporation) 0-9787 73-1105145 ------ ---------- (Commission (IRS Employer File Number) Identification No.) 450 East Las Olas Boulevard Suite 1200 Ft. Lauderdale, FL 33301 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (954) 713-5200 -------------- N.A. ------------------------------------------------------------- (Former name or former address, if changed since last report) 2 Item 5. Other Events. On February 4, 1997, Republic Industries, Inc. (the "Registrant") announced its intention to acquire Courtesy Auto Group, Inc. ("Courtesy") in a merger transaction (the "Courtesy Merger"). Courtesy owns and operates Saturn, Pontiac, Acura, Isuzu, Suzuki and Kia dealerships in Orlando, Florida. It is contemplated that the Registrant will issue shares of its common stock, $0.01 par value ("Common Stock") having a value of approximately $30 million in connection with the Courtesy Merger. On February 24, 1997,the Registrant announced its intention to acquire Joe Myers Automotive Group ("Myers") in a merger transaction (the "Myers Merger"). Myers owns and operates Ford, Toyota, Mitsubishi, Mazda and Kia dealerships in Houston, Texas. It is contemplated that the Registrant will issue shares of Common Stock having a value of approximately $33 million in connection with the Myers Merger. On April 2, 1997, Toyota Motor Sales, U.S.A., Inc., and its regional distributor, Gulf States Toyota, Inc. (collectively, "Toyota") jointly filed a petition with the Texas Motor Vehicle Board (the "Board") seeking, among other things, to enjoin the proposed acquisition by Republic of Joe Myers Toyota, Inc., a component company of Myers, alleging that such acquisition would be detrimental to the public interest. The Registrant believes such petition to be without merit and intends to vigorously contest Toyota's position. On February 26, 1997,the Registrant announced its intention to acquire Shad Management Company ("Shad") in a merger transaction (the "Shad Merger"). Shad owns and operates Ford, Chrysler-Plymouth and Jeep-Eagle dealerships in Jacksonville, Florida. It is contemplated that the Registrant will issue shares of Common Stock having a value of approximately $13.5 million in connection with the Shad Merger. On March 5, 1997, the Registrant announced its intention to acquire Flemington Car and Truck Country and Nassau Conover's family of dealers (collectively, "Flemington") in a merger transaction (the "Flemington Merger"). Flemington owns and operates Ford, Lincoln-Mercury, Volkswagen, Porsche, Audi, BMW, Buick, GMC, Chevrolet-Geo, Chrysler, Plymouth, Dodge, Jeep-Eagle, Mazda, Subaru, Pontiac, Mitsubishi, LandRover, Isuzu, Infiniti and Nissan dealerships in Flemington and Princeton, New Jersey. It is contemplated that the Registrant will issue shares of Common Stock having a value of approximately $55 million in connection with the Flemington Merger. On March 12 , 1997, the Registrant announced its intention to acquire The Chesrown Automotive Group ( "Chesrown") in a merger transaction (the "Chesrown Merger"). Chesrown owns and operates Chevrolet, Geo, Ford, Kia, Dodge, Lincoln-Mercury and Mazda dealerships in the Denver and Boulder, Colorado areas. It is contemplated that the Registrant will issue Common Stock having a value of approximately $65 million in connection with the Chesrown Merger. On March 12, 1997, the Registrant announced its intention to acquire Bankston Enterprises ("Bankston") in a merger transaction (the "Bankston Merger"). Bankston owns and operates Lincoln-Mercury, Saab, Ford and Nissan dealerships in the Dallas, Texas area. It is contemplated that the Registrant will issue shares of Common Stock having a value of approximately $40 million in connection with the Bankston Merger. On March 19, 1997, the Registrant announced its intention to acquire Bledsoe Dodge, Inc. ("Bledsoe") in a merger transaction (the "Bledsoe Merger"). Bledsoe owns and operates Dodge franchise locations in Dallas, Arlington and Duncanville, Texas. It is contemplated that the Registrant will issue shares of Common Stock having a value of approximately $42 million in connection with the Bledsoe Merger. On March 31, 1997, the Registrant announced its intention to acquire all of the Arizona-based automotive interests of Mitch Pierce (collectively, "Pierce") in a merger transaction (the "Pierce Merger"). It is 3 contemplated that the Registrant will issue shares of Common Stock having a value of approximately $48 million in connection with the Pierce Merger. Consummation of each of the mergers described herein is subject to customary conditions, including receipt of regulatory and manufacturer approvals. The descriptions contained herein of the mergers are qualified in their entirety by reference to the Press Releases, dated February 4, 1997, February 24, 1997, February 26, 1997, March 5, 1997, March 12, 1997, March 19, 1997 and March 31, 1997, attached hereto as Exhibits 99.1, 99.2, 99.3, 99.4, 99.5, 99.6 and 99.7, respectively, which are incorporated herein by reference. Item 7. Financial Statements and Exhibits. (a) Not applicable. (b) Not applicable. (c) Exhibits. The Exhibits to this Report are listed in the Exhibit Index set forth elsewhere herein. 4 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. REPUBLIC INDUSTRIES, INC. By: /s/ Michael S. Karsner --------------------------------- Michael S. Karsner Senior Vice President and Chief Financial Officer Date: April 11, 1997 5 REPUBLIC INDUSTRIES, INC. EXHIBIT INDEX Number and Description of Exhibit - ---------------------- 1. None 2. None 4. None 16. None 17. None 21. None 23. None 24. None 27. None 99.1 Press Release, dated February 4, 1997. 99.2 Press Release, dated February 24, 1997. 99.3 Press Release, dated February 26, 1997. 99.4 Press Release, dated March 5, 1997. 99.5 Press Release, dated March 12, 1997. 99.6 Press Release, dated March 19, 1997. 99.7 Press Release, dated March 31, 1997. EX-99.1 2 PRESS RELEASE DATED 02/04/97 1 Exhibit 99.1 REPUBLIC INDUSTRIES 450 East Las Olas Boulevard Suite 1200 Fort Lauderdale, Florida 33301 954-713-5200 FOR IMMEDIATE RELEASE CONTACT: MICHAEL KARSNER - --------------------- (954) 713-5230 REPUBLIC INDUSTRIES TO ACQUIRE COURTESY AUTO GROUP, INC. Ft. Lauderdale, Florida (February 4, 1997)--Republic Industries, Inc. (NASDAQ:RWIN) announced today that it has signed a definitive agreement to acquire Courtesy Auto Group, Inc. Courtesy owns and operates Saturn, Pontiac, Acura, Isuzu, Suzuki and Kia dealerships in the Orlando, Florida market. Steven R. Berrard, President and Co-Chief Executive Officer of Republic, stated, "We are extremely pleased to welcome Courtesy to our rapidly expanding automotive group. Courtesy is an excellent fit for our expansion plans in the Orlando market." Kim Hackett, President of Courtesy, stated, "We look forward to our new association with Republic and AutoNation USA. The combination provides us with the opportunities to expand our business in and around the Orlando marketplace." After the closing of the transaction, Kim Hackett will continue in his role as President of Courtesy, and Sam Swope, Chairman & CEO of Courtesy, will remain with Courtesy as Executive Advisor. The transaction, which is valued at approximately $30 million in Republic common stock is being accounted for as a purchase. The transaction is subject to customary closing conditions, including appropriate manufacturer approvals. Republic is a diversified company operating in the automotive, solid waste, electronic security and out-of-home media industries. EX-99.2 3 PRESS RELEASE DATED 02/24/97 1 Exhibit 99.2 REPUBLIC INDUSTRIES 450 East Las Olas Boulevard Suite 1200 Fort Lauderdale, Florida 33301 954-713-5200 954-713-2115 Fax FOR IMMEDIATE RELEASE CONTACT: MICHAEL KARSNER - --------------------- (954) 713-5230 REPUBLIC INDUSTRIES TO ACQUIRE DEALERSHIPS Ft. Lauderdale, Florida (February 24, 1997)--Republic Industries, Inc. (NASDAQ:RWIN) announced today it has signed definitive agreements to acquire Kendall Toyota and Joe Myers Automotive Group. Kendall owns and operates Toyota, Lexus and Kia dealerships in Miami, Florida. Joe Myers owns and operates Ford, Toyota, Mitsubishi, Mazda and Kia dealerships in Houston, Texas. Steven R. Berrard, President and Co-Chief Executive Officer of Republic, stated, "We are extremely pleased that these two strong dealerships have chosen to join Republic in our expanding automotive efforts. Kendall and Joe Myers are a tremendous complement to our automotive plans in the South Florida and Houston markets." Gerald Bean, President of Kendall Toyota, stated, "We are very excited about Republic's automotive strategy and look forward to being part of their future success." Joe Myers, President of Joe Myers Automotive Group, stated, "We are pleased to be joining such a dynamic company and look forward to assisting Republic as it is revolutionizing the automotive retailing industry." After the closing of the transaction, Gerald Bean and Joe Myers will continue in their roles at their respective dealerships. The transactions are valued at approximately $75 million and will be paid in Republic common stock. Kendall Toyota is being accounted for as a purchase and Joe Myers Automotive is being accounted for as a pooling of interests. The transactions are subject to customary closing conditions, including appropriate manufacturer approvals. Republic is a diversified company operating in the automotive, solid waste and electronic security industries. ## EX-99.3 4 PRESS RELEASE DATED 02/26/97 1 Exhibit 99.3 REPUBLIC INDUSTRIES 450 East Las Olas Boulevard Suite 1200 Fort Lauderdale, Florida 33301 954-713-5200 954-713-2115 Fax FOR IMMEDIATE RELEASE CONTACT: DAVID POTTS (954) 713-5233 REPUBLIC INDUSTRIES ANNOUNCES ACQUISITIONS Ft. Lauderdale, Florida (February 26, 1997)--Republic Industries, Inc. (NASDAQ:RWIN) today announced it has signed a definitive agreement to acquire Shad Management Company. Shad Management owns and operates Ford, Chrysler-Plymouth and Jeep-Eagle dealerships in the Jacksonville, Florida market. Steven R. Berrard, President and Co-Chief Executive Officer of Republic, stated, "We are excited about the addition of Shad Management to our rapidly expanding automotive group. Mike Shad and his management team will play an important role in the development of the Florida market." Separately, the Company announced it has signed a definitive agreement to acquire AAA Disposal Services, Inc. AAA Disposal provides solid waste collection services to residential, commercial and industrial customers in Northeast Virginia. Whit Hudson, Chairman of Republic's Solid Waste and Security Division, stated, "We welcome AAA Disposal to our growing Solid Waste Division. Larry Edwards, founder of AAA, and his management team have done a terrific job in the Washington D.C. metropolitan market and we look forward to their continued success." After the closing of the transactions, Mike Shad and Larry Edwards will continue in their roles at their respective companies. The transactions are valued at approximately $120 million and will be paid for in Republic common stock. The transactions are subject to customary closing conditions, including appropriate approvals. Republic is a diversified company operating in the automotive, solid waste and electronic security industries. ## EX-99.4 5 PRESS RELEASE DATED 03/05/97 1 Exhibit 99.4 REPUBLIC INDUSTRIES 450 East Las Olas Boulevard Suite 1200 Fort Lauderdale, Florida 33301 954-713-5200 954-713-2118 Fax FOR IMMEDIATE RELEASE CONTACTS: MICHAEL KARSNER (954) 713-5230 JIM DONAHUE (954) 713-5208 REPUBLIC INDUSTRIES TO ACQUIRE FLEMINGTON CAR AND TRUCK COUNTRY Ft. Lauderdale, Florida (March 5, 1997)--Republic Industries, Inc. (NASDAQ:RWIN) announced today that it has signed a definitive agreement to acquire Flemington Car and Truck Country and Princeton's Nassau Conover's family of dealerships. Flemington owns and operates 12 dealership locations in Flemington and Princeton, New Jersey. The dealerships sell and service vehicles under the brand names Ford, Lincoln-Mercury, Volkswagen, Porsche, Audi, BMW, Buick, GMC, Chevrolet-Geo, Chrysler, Plymouth, Dodge, Jeep- Eagle, Mazda, Subaru, Pontiac, Mitsubishi, LandRover, Isuzu, Infiniti and Nissan. Steve Berrard, President and Co-Chief Executive Officer of Republic, said, "We are pleased to welcome Flemington to our rapidly expanding automotive group. Steve Kalafer, Byron Brisby and their team are the perfect group to lead our efforts as we enter the Mid-Atlantic market." Steve Kalafer, Chairman and Chief Executive Officer of Flemington, stated, "All of us at Flemington Car and Truck Country and Princeton's Nassau Conover's family of dealerships look forward to our new affiliation with Republic. Our merger with Republic provides us with additional significant resources to expand our business operations and to provide our customers and employees with even greater opportunities." Byron Brisby, President and Chief Operating Officer of Flemington, remarked, "We believe that the AutoNation concept is the future of car retailing. We are excited about playing an important role as part of Republic's automotive team in this revolutionary concept." After the closing of the transaction Steve Kalafer and Byron Brisby will continue in their respective roles as Chief Executive Officer and Chief Operating Officer of Flemington. --More-- 2 The transaction, which is valued at approximately $55 million, will be paid for in Republic common stock and is being accounted for as a pooling. The closing of the transaction is subject to customary conditions, including appropriate regulatory and manufacturer approvals. Republic is a diversified company operating in the automotive, solid waste and electronic security industries. ## EX-99.5 6 PRESS RELEASE DATED 03/12/97 1 Exhibit 99.5 REPUBLIC INDUSTRIES 450 East Las Olas Boulevard Suite 1200 Fort Lauderdale, Florida 33301 954-713-5200 FOR IMMEDIATE RELEASE CONTACT: JIM DONAHUE (954) 713-5208 REPUBLIC INDUSTRIES TO ACQUIRE AUTO DEALERSHIPS IN COLORADO, TEXAS Fort Lauderdale, Florida (March 12, 1997) -- Republic Industries, Inc. (NASDAQ:RWIN) announced today that it has signed definitive agreements to acquire The Chesrown Automotive Group and Bankston Enterprises for $104 million in Republic common stock. Each transaction is being accounted for as a pooling of interests, and includes the related real estate. Chesrown owns and operates Chevrolet, Geo, Ford, Kia, Dodge, Lincoln-Mercury, and Mazda dealerships in the Denver and Boulder, Colorado areas. Bankston owns and operates Lincoln-Mercury, Saab, Ford, and Nissan dealerships in the Dallas, Texas area. Steven R. Berrard, President and Co-Chief Executive Officer of Republic, said, "Both The Chesrown Automotive Group and Bankston Enterprises are well known and respected in their markets. We are very pleased that these two strong dealerships have chosen to join the rapidly expanding Republic team." Marshall Chesrown, President of The Chesrown Automotive Group, said, "We believe that Republic's strategy for the new and used car businesses represents the future of automotive retailing. We are excited to be a part of Republic's vision and strategic direction for the future." Jimmy Bankston, President of Bankston Enterprises, said, "We are proud to be associated with Republic. We each share a strong commitment to customer satisfaction and we are looking forward to working with Republic to improve automotive retailing." Both Marshall Chesrown and Jimmy Bankston have entered into long-term employment agreements with Republic and will continue in their roles at their respective dealerships. The transactions are subject to customary closing conditions, including governmental and manufacturer approvals. Republic is a diversified holding company with subsidiaries operating in the solid waste services, electronic security services, automotive rental, and automotive retailing industries. ### EX-99.6 7 PRESS RELEASE DATED 03/19/97 1 Exhibit 99.6 REPUBLIC INDUSTRIES 450 East Las Olas Boulevard Suite 1200 Fort Lauderdale, Florida 33301 954-713-5200 FOR IMMEDIATE RELEASE CONTACT: JIM DONAHUE (954) 713-5208 REPUBLIC INDUSTRIES ACQUIRES BLEDSOE DODGE OF DALLAS FT. LAUDERDALE, FLORIDA (March 19, 1997)---Republic Industries, Inc. (NASDAQ:RWIN) announced today that it has signed a definitive agreement to acquire Bledsoe Dodge, Inc. of Dallas, Texas for $42 million, payable in Republic stock. The transaction is being accounted for as a pooling of interests, and includes the related real estate owned by the dealership. Bledsoe owns and operates Dodge franchise locations in Dallas, Arlington and Duncanville, Texas. The Bledsoe dealerships are the first Dodge dealerships that Republic has acquired in the Dallas area. Bledsoe Dodge, Inc. had approximately $150 million in revenue in 1996. The transaction is subject to customary conditions, including manufacturer and government approval. Republic operates two AutoNation USA megastores in the Dallas market and recently announced the acquisition of Bankston Enterprises, which operates Lincoln-Mercury, Saab, Ford and Nissan dealerships, also in the Dallas area. Commenting on the proposed acquisition, Republic President and Co-Chief Executive Officer, Steven R. Berrard said, "The Bledsoe Dodge dealerships will add measurably to Republic's ability to serve the automotive needs of the Dallas area. In combination with the Bankston dealerships and the AutoNation megastores in the area, the Bledsoe dealerships will be a welcome addition to the growing Republic family of companies." As part of the transaction, Matt Bledsoe, Bill Bledsoe and Randy Courtney will sign long-term employment agreements with Republic. Matt Bledsoe, 44, President of Bledsoe Dodge, Inc. stated, "Bill, Randy and I are looking forward to participating in Republic's strategic vision for the future of the automotive industry. We believe the merger will provide our employees with tremendous growth opportunities and our customers with the best customer service in the industry." Republic Industries, Inc. is a diversified holding company with subsidiaries operating in the solid waste services, electronic security services, automotive rental and automotive retailing industries. ### EX-99.7 8 PRESS RELEASE DATED 03/31/97 1 Exhibit 99.7 REPUBLIC INDUSTRIES 450 East Las Olas Boulevard Suite 1200 Fort Lauderdale, Florida 33301 954-713-5200 FOR IMMEDIATE RELEASE CONTACT: JIM DONAHUE (954) 713-5208 REPUBLIC INDUSTRIES TO ACQUIRE MITCH PIERCE'S AUTOMOTIVE COMPANIES IN ARIZONA FORT LAUDERDALE, FLORIDA (March 31, 1997)---Republic Industries, Inc. (NASDAQ:RWIN) announced today that it has signed a definitive agreement to acquire all of the Arizona-based automotive interests of Mitch Pierce, including Tempe Toyota, the AutoMart Superstore and Tempe Toy's Budget Lot for $48 million, payable in Republic stock. The transaction is being accounted for as a pooling of interests, including related real estate, and is subject to customary conditions, including manufacturer and government approval. The dealership has received the Toyota Motor Sales President's award for outstanding achievement in sales, service, customer satisfaction and business management in three of the last four years and has been named to the Toyota Leadership Board in each of the past two years. The three operations combined had approximately $143 million in revenue in 1996. Tempe Toyota is located in an automall that houses Lou Grubb Saturn of Tempe, which Republic recently acquired. Republic also owns Bell Dodge in Phoenix and owns and operates an AutoNation USA used vehicle megastore in Chandler, Arizona. As part of the transaction, Mitch Pierce, 39, will sign a long-term employment agreement with Republic and will continue in his role at the dealerships. --More-- 2 Commenting on the proposed acquisition, Steven R. Berrard, President and Co-Chief Executive Officer of Republic Industries said, "We are pleased to welcome Mitch Pierce into the Republic family. Tempe Toyota is one of the country's outstanding Toyota dealerships. Together with Mitch's other automotive interests in Arizona, and Republic's existing automotive companies in the Phoenix area, this acquisition makes Republic an even more formidable competitor in this key market." Mitch Pierce said, "We are extremely pleased to be joining with Republic. We chose to join because we believe the Republic family of automotive businesses represents the future of automotive retailing. As part of the Republic team, we will be making an important contribution to that future." Republic Industries, Inc. is a diversified holding company with subsidiaries operating in the solid waste services, electronic security services, automotive rental and automotive retailing industries. ### -----END PRIVACY-ENHANCED MESSAGE-----