-----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, UHNp8Nz6ZpucDbjwL6cGc1rpdiwSP1icsgZHeBFYTxaFEmb73zeh0RmdUfc6QnkJ 4NPtPkNEF73ZG56UeMHZsw== 0000950144-97-013546.txt : 19971223 0000950144-97-013546.hdr.sgml : 19971223 ACCESSION NUMBER: 0000950144-97-013546 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 21 FILED AS OF DATE: 19971222 EFFECTIVENESS DATE: 19971222 SROS: NYSE 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-8 SEC ACT: SEC FILE NUMBER: 333-42891 FILM NUMBER: 97742150 BUSINESS ADDRESS: STREET 1: 110 SE 6TH ST CITY: FT LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 9547135200 MAIL ADDRESS: STREET 1: 110 SE 6TH ST 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-8 1 REPUBLIC INDUSTRIES, INC. FORM S-8 1 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 --------------------- REPUBLIC INDUSTRIES, INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) DELAWARE 75-1105145 (State or other (I.R.S. Employer jurisdiction of incorporation) Identification No.) 110 S. E. 6TH STREET, FORT LAUDERDALE, FLORIDA 33301 (Address of principal executive officers) (Zip Code)
REPUBLIC REWARDS 401(K) PLAN (Full title of the Plan) --------------------- JAMES O. COLE, ESQ. SENIOR VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY REPUBLIC INDUSTRIES, INC. 110 S.E. 6TH STREET, 20TH FLOOR FORT LAUDERDALE, FLORIDA 33301 (Name and address of agent for service) (954) 769-7200 (Telephone number, including area code, of agent for service) --------------------- CALCULATION OF REGISTRATION FEE ================================================================================ PROPOSED PROPOSED MAXIMUM MAXIMUM AGGREGATE AMOUNT OF TITLE OF SECURITIES AMOUNT TO OFFERING PRICE OFFERING REGISTRATION TO BE REGISTERED BE REGISTERED PER SHARE PRICE* FEE - ------------------------------------------------------------------------------------------------------------------ Common Stock par value $.01 per share........................... 400,000 Shares $22.375(1) $8,950,000(1) $2,640.25 ==================================================================================================================
(1) Estimated solely for the purposes of calculating the registration fee, computed pursuant to Rules 457(c) and (h) under the Securities Act of 1933, as amended, on the basis of the average of the high and low prices of a share of the Registrant's Common Stock as reported on The New York Stock Exchange on December 18, 1997. In addition, pursuant to Rule 416(c) of the Securities Act of 1933, as amended, this Registration Statement also covers an indeterminate amount of interests to be offered or sold pursuant to the employee benefit plan described herein. * Employees participating in the Plan may allocate their contribution among seven investment alternatives offered by the Plan which includes Common Stock of the Registrant. The Registrant will contribute $.25 for each $1.00 of employee contributions up to 6% of eligible compensation in the form of original issuances of Common Stock of the Registrant. ================================================================================ 2 PART I INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS The document(s) containing the information specified in Part I of Form S-8 will be sent or given to participants in the Republic Rewards 401(k) Plan (formerly called the Republic Industries, Inc., Retirement Savings Plan, the "Plan") as specified by Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"). Such document(s) are not being filed with the Commission, but constitute (along with the documents incorporated by reference into the Registration Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the requirements of Section 10(a) of the Securities Act. PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE The following documents, which have been filed by Republic Industries, Inc. (the "Company") or by the Plan with the Commission pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are incorporated by reference and made a part of this Registration Statement: (i) the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1996; (ii) the Annual Report of the Plan on Form 11-K (as amended on Form 11-K/A) for the fiscal year ended December 31, 1996; (iii) all other reports filed by the Company pursuant to Section 13(a) or 15(d) of the Exchange Act since December 31, 1996, specifically including the Company's Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 1997, June 30, 1997 and September 30, 1997 and the Company's Current Reports on Form 8-K dated January 3, 1997, January 5, 1997, January 14, 1997, January 16, 1997 (as amended on Form 8-K/A), January 20, 1997, January 27, 1997, January 30, 1997, February 4, 1997, February 24, 1997, February 27, 1997 (as amended on Form 8-K/A), April 10, 1997, May 14, 1997, June 13, 1997, August 19, 1997, September 15, 1997, September 29, 1997, October 3, 1997 (as amended on Form 8-K/A), and November 20, 1997; and (iv) the description of the Common Stock contained in the Company's Registration Statement on Form 8-A, dated June 19, 1981, as amended. 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 Registration Statement and prior to the termination of the offering of the Shares shall be deemed to be incorporated by reference in this Registration Statement 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 Registration Statement 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 statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. ITEM 4. DESCRIPTION OF SECURITIES Not applicable 2 3 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL The validity of the Shares registered hereby will be passed upon for the Company by Akerman, Senterfitt & Eidson, P.A., Miami, Florida. Certain attorneys employed by Akerman, Senterfitt & Eidson, P.A. beneficially own an aggregate of approximately 550,000 shares of Common Stock as of the date hereof. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. The Third Amended and Restated 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. 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 3 4 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 7. EXEMPTION FROM REGISTRATION CLAIMED Not applicable. ITEM 8. EXHIBITS The following exhibits are filed as part of this Registration Statement:
NUMBER EXHIBIT DESCRIPTION - ------ ------------------- 4.1 -- Third Amended and Restated Certificate of Incorporation of Republic Industries, Inc. (incorporated by reference to Exhibit 99 to the Registrant's Current Report on Form 8-K dated May 14, 1997). 4.2 -- Bylaws of Republic Industries, Inc., as amended to date (incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995). 5.1* -- Opinion of Counsel as to the validity of the Shares. 23.1* -- Consent of Counsel (included in Exhibit 5.1 above). 23.2* -- Consent of Arthur Andersen LLP 23.3* -- Consent of George B. Jones & Co., P.C. 23.4* -- Consent of Deloitte & Touche LLP 23.5* -- Consent of Dixon, Odom & Co., L.L.P. 23.6* -- Consent of Ernst & Young LLP 23.7* -- Consent of Crowe, Chizek and Company LLP 23.8* -- Consent of Goldenberg Rosenthal Friedlander LLP 23.9* -- Consent of McGladrey & Pullen LLP 23.10* -- Consent of Ehrenkrantz, Sterling & Co., LLC 23.11* -- Consent of Bailey Saetveit & Co., P.C. 23.12* -- Consent of Cohen & Company 23.13* -- Consent of Turner & Vedrenne 23.14* -- Consent of Miller & Co. LLP 23.15* -- Consent of Coopers & Lybrand L.L.P. 23.16* -- Consent of KPMG Peat Markwick LLP 23.17* -- Consent of Price Waterhouse LLP 23.18* -- Consent of Piercy, Bowler, Taylor & Kern 23.19* -- Consent of Bowden & Wood 23.20* -- Consent of Ernst & Young LLP
- --------------- * Filed herewith. In lieu of the opinion of counsel or determination letter contemplated by Section 601(b)(5) of Regulation S-K, the Registrant hereby undertakes that it has submitted the Plan and will submit any amendments thereto to the Internal Revenue Service ("IRS") in a timely manner and will make all changes required by the IRS in order to continue to qualify the Plan under Section 401 of the Internal Revenue Code of 1986, as amended. ITEM 9. 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 be 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 hereof) which, individually or in the aggregate, represent a 4 5 fundamental change in the information set forth 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) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or Section 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 therein, 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 (and each filing of the Plan's annual report pursuant to 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 therein, 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 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. 5 6 SIGNATURES Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Fort Lauderdale, State of Florida on November 4, 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, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on November 4, 1997.
SIGNATURE TITLE --------- ----- /s/ H. WAYNE HUIZENGA Chairman of the Board and Co-Chief - ----------------------------------------------------------- Executive Officer (Principal Executive H. Wayne Huizenga Officer) /s/ STEVEN R. BERRARD Co-Chief Executive Officer, President and - ----------------------------------------------------------- Director Steven R. Berrard /s/ MICHAEL S. KARSNER Senior Vice President and Chief Financial - ----------------------------------------------------------- Officer (Principal Financial and Michael S. Karsner Accounting Officer) /s/ HARRIS W. HUDSON Vice Chairman and Director - ----------------------------------------------------------- Harris W. Hudson /s/ MICHAEL G. DEGROOTE Director - ----------------------------------------------------------- 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 /s/ ROBERT J. BROWN Director - ----------------------------------------------------------- Robert J. Brown
6 7 THE PLAN Pursuant to the requirements of the Securities Act, the Plan administrator has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Lauderdale, State of Florida on December 18, 1997. REPUBLIC REWARDS 401(k) Plan By: The Administrative Committee, as Plan Administrator /s/ David Barclay - ------------------------------------------------------ By: David Barclay Title: Secretary and member of Administrative Committee, Administrator of the Republic Rewards 401(k) Plan 7 8 EXHIBIT INDEX
SEQUENTIAL NUMBER EXHIBIT DESCRIPTION PAGE NO. - ------ ------------------- ---------- 4.1 -- Third Amended and Restated Certificate of Incorporation of Republic Industries, Inc. (incorporated by reference to Exhibit 99 to the Registrant's Current Report on Form 8-K dated May 14, 1997). 4.2 -- Bylaws of Republic Industries, Inc., as amended to date (incorporated by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1995). 5.1* -- Opinion of Counsel as to the validity of the Shares 23.1* -- Consent of Counsel (included in Exhibit 5.1 above) 23.2* -- Consent of Arthur Andersen LLP 23.3* -- Consent of George B. Jones & Co., P.C. 23.4* -- Consent of Deloitte & Touche LLP 23.5* -- Consent of Dixon, Odom & Co., L.L.P. 23.6* -- Consent of Ernst & Young LLP 23.7* -- Consent of Crowe, Chizek and Company LLP 23.8* -- Consent of Goldenberg Rosenthal Friedlander LLP 23.9* -- Consent of McGladrey & Pullen LLP 23.10* -- Consent of Ehrenkrantz, Sterling & Co., LLC 23.11* -- Consent of Bailey Saetveit & Co., P.C. 23.12* -- Consent of Cohen & Company 23.13* -- Consent of Turner & Vedrenne 23.14* -- Consent of Miller & Co. LLP 23.15* -- Consent of Coopers & Lybrand L.L.P. 23.16* -- Consent of KPMG Peat Markwick LLP 23.17* -- Consent of Price Waterhouse LLP 23.18* -- Consent of Piercy, Bowler, Taylor & Kern 23.19* -- Consent of Bowden & Wood 23.20* -- Consent of Ernst & Young LLP
- --------------- * Filed herewith. 8 EX-5.1 2 OPINION OF AKERMAN, SENTERFITT & EDISON, P.A. 1 EXHIBIT 5.1 AKERMAN, SENTERFITT & EIDSON, P.A. ATTORNEYS AT LAW One SE Third Avenue 28th Floor Miami, Florida 33131 (305) 374-5600 Telecopy (305) 374-5095 December 19, 1997 Republic Industries, Inc. 110 S.E. 6th Street Fort Lauderdale, Florida 33301 RE: REGISTRATION STATEMENT ON FORM S-8 (THE "REGISTRATION STATEMENT") 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 the Registration Statement under the Securities Act of 1933, as amended (the "Securities Act"). The Registration Statement relates to 400,000 shares (the "Shares") of the Company's common stock, par value $0.01 per share ("Common Stock"), which may be issued by the Company from time to time in accordance with the terms of the Republic Rewards 401(k) Plan (the "Plan"). 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 when the Registration Statement becomes effective under the Securities Act and the Shares are issued in accordance with the terms and conditions of the Plan, the Shares will constitute legally issued, fully paid and non-assessable securities of the Company. The opinion expressed herein is 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 all references to the firm in 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 November 18, 1997 on the consolidated financial statements (restated) of Republic Industries, Inc. and subsidiaries included in Republic Industries, Inc.'s Form 8-K dated November 20, 1997. We also consent to the incorporation by reference in this registration statement of our report dated April 25, 1997 on the combined financial statements of Pierce Automotive Group, and our report dated March 28, 1997 on the consolidated financial statements of Snappy Car Rental, Inc., included in Republic Industries, Inc.'s Form 8-K dated September 15, 1997; and our report dated July 19, 1996 (except as to Note 17, which is as of January 5, 1997) on the consolidated financial statements of National Car Rental System, Inc. and subsidiaries, included in Republic Industries, Inc.'s Form 8-K dated January 27, 1997; and our report dated January 3, 1997 on the combined financial statements of Kendall Automotive Group included in Republic Industries, Inc.'s Form 8-K dated February 27, 1997; and our report dated March 21, 1997 on the combined financial statements of AAA Disposal included in Republic Industries, Inc.'s Form 8-K/A dated February 27, 1997; and our report dated February 28, 1997 on the consolidated financial statements of AutoNation Incorporated and subsidiaries included in Republic Industries, Inc.'s Form 8-K dated June 13, 1997; and our report dated July 8, 1997 on the financial statements of Republic Industries, Inc. Retirement Savings Plan included in Republic Industries, Inc.'s Form 11-K/A dated July 11, 1997, and to all references to our Firm included in this registration statement. Our report dated January 27, 1997 on the consolidated financial statements (restated) and supplemental consolidated financial statements of Republic Industries, Inc. and subsidiaries included in Republic Industries, Inc.'s Form 8-K dated January 27, 1997, our report dated February 25, 1997 on the consolidated financial statements of Republic Industries, Inc. and subsidiaries included in Republic Industries, Inc.'s Form 10-K dated February 25, 1997, our report dated March 14, 1997 on the consolidated financial statements and supplemental consolidated financial statements of Republic Industries, Inc. and subsidiaries included in Republic Industries, Inc.'s Form 8-K dated February 27, 1997, our report dated June 10, 1997 on the consolidated financial statements (restated) and supplemental consolidated financial statements of Republic Industries, Inc. and subsidiaries included in Republic Industries, Inc.'s Form 8-K dated June 13, 1997, our report dated August 15, 1997 on the consolidated financial statements (restated) of Republic Industries, Inc. and subsidiaries included in Republic Industries, Inc.'s Form 8-K dated August 19, 1997, and our report dated September 15, 1997 on the supplemental consolidated financial statements of Republic Industries, Inc. and subsidiaries included in Republic Industries, Inc.'s Form 8-K dated September 15, 1997 are no longer appropriate since restated financial statements have been presented giving effect to subsequent business combinations accounted for under the pooling of interests method of accounting. ARTHUR ANDERSEN LLP Fort Lauderdale, Florida, December 17, 1997. EX-23.3 4 CONSENT OF GEORGE B. JONES & CO.,P.C. 1 EXHIBIT 23.3 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 May 9, 1997 on the combined financial statements of John Lance Company included in Republic Industries, Inc.'s Form 8-K dated June 13, 1997, and our report dated December 20, 1996 on the combined financial statements of Carlisle Motors, Inc. 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/ GEORGE B. JONES & CO., P.C. GEORGE B. JONES & CO., P.C. Memphis, Tennessee December 17, 1997 EX-23.4 5 CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.4 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of Republic Industries, Inc. on Form S-8 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. /s/ Deloitte & Touche LLP Deloitte & Touche LLP Minneapolis, Minnesota December 17, 1997 EX-23.5 6 CONSENT OF DIXON, ODOM & CO., L.L.P. 1 EXHIBIT 23.5 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 on the consolidated financial statements of Ed Mullinax, Inc. and Subsidiaries 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., PLLC DIXON, ODOM & CO., PLLC Greensboro, North Carolina December 17, 1997 EX-23.6 7 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.6 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement of Republic Industries, Inc. on Form S-8 of our report dated March 31, 1997, 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. ("Grubb") as of and for the years ended December 31, 1996 and 1995 included in Republic Industries, Inc.'s Current Report on Form 8-K dated June 13, 1997, filed with the Securities and Exchange Commission, and our report dated October 31, 1996 with respect to the combined financial statements of Grubb as of December 31, 1995 and for the year then ended included in Republic Industries, Inc.'s Current Report on Form 8-K dated January 27, 1997, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Phoenix, Arizona December 17, 1997 EX-23.7 8 CONSENT OF CROWE, CHIZEK & COMPANY LLP 1 EXHIBIT 23.7 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by reference in this registration statement of our report dated February 14, 1997 on the combined financial statements of Maroone Automotive Group as of December 31, 1996 and 1995 and for the years then ended included in Republic Industries, Inc.'s Form 8-K dated February 27, 1997. /s/ Crowe, Chizek and Company LLP CROWE, CHIZEK AND COMPANY LLP Fort Lauderdale, Florida December 17, 1997 EX-23.8 9 CONSENT OF GOLDENBERG ROSENTHAL FRIEDLANDER LLP 1 EXHIBIT 23.8 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 February 17, 1997 on the combined financial statements of The Wallace Companies included in Republic Industries, Inc.'s Form 8-K dated February 27, 1997 and to all references to our Firm included in this registration statement. /s/ GOLDENBERG ROSENTHAL FRIEDLANDER, LLP GOLDENBERG ROSENTHAL FRIEDLANDER, LLP Jenkintown, Pennsylvania December 17, 1997 EX-23.9 10 CONSENT OF MCGLADREY & PULLEN LLP 1 EXHIBIT 23.9 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this registration statement on Form S-4 of Republic Industries, Inc. of our report dated January 24, 1997, except for the first paragraph of Note 13 as to which the date is February 13, 1997, on the financial statements of Taormina Industries, Inc. included in Republic Industries, Inc.'s Form 8-K dated February 27, 1997, and to the reference to our Firm under captions "Experts" in the prospectus. /s/ McGLADREY & PULLEN, LLP McGLADREY & PULLEN, LLP Anaheim, California December 17, 1997 EX-23.10 11 CONSENT OF EHRENKRANTZ, STERLING & CO., LLC 1 EXHIBIT 23.10 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 May 28, 1997, on the combined financial statements of Ditschman/Flemington-Ford-Lincoln-Mercury, Inc. and related entities included in Republic Industries, Inc.'s Form 8-K dated June 13, 1997 and to all references to our Firm included in this registration statement. /s/ EHRENKRANTZ STERLING & CO. LLC EHRENKRANTZ STERLING & CO. LLC Roseland, NJ December 17, 1997 EX-23.11 12 CONSENT OF BAILEY SAETVEIT & CO., P.C. 1 EXHIBIT 23.11 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 February 13, 1997 on the combined financial statements of Chesrown Automotive Group included in Republic Industries, Inc.'s Form 8-K dated June 13, 1997 and to all references to our Firm included in this registration statement. /s/ BAILEY SAETVEIT & CO. P.C. BAILEY SAETVEIT & CO. P.C. Englewood, Colorado December 17, 1997 EX-23.12 13 CONSENT OF COHEN & COMPANY 1 EXHIBIT 23.12 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 January 31, 1997 on the consolidated financial statements of Spirit Rent-A-Car, Inc. included in Republic Industries, Inc.'s Form 8-K dated June 13, 1997 and to all references to our Firm included in this registration statement. /s/ COHEN & COMPANY COHEN & COMPANY Cleveland, Ohio December 17, 1997 EX-23.13 14 CONSENT OF TURNER & VEDRENNE 1 EXHIBIT 23.13 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 May 22, 1997, on the combined financial statements of Bankston Automotive Group included in Republic Industries, Inc.'s Form 8-K dated June 13, 1997, and to all references to our Firm included in this registration statement. /s/ TURNER & VEDRENNE TURNER & VEDRENNE Dallas, Texas December 17, 1997 EX-23.14 15 CONSENT OF MILLER & CO. LLP 1 EXHIBIT 23.14 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 January 27, 1997, on the financial statements of York Waste Disposal, Inc. included in Republic Industries, Inc.'s Form 8-K/A dated February 27, 1997 and to all references to our Firm included in this registration statement. MILLER & CO. LLP /s/ MILLER & CO. LLP York, Pennsylvania December 17, 1997 EX-23.15 16 CONSENT OF COOPERS & LYBRAND L.L.P. 1 EXHIBIT 23.15 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the registration statement of Republic Industries, Inc. on Form S-8 of our report dated February 21, 1997 of our audits of the financial statements of Bledsoe Dodge, Inc. as of and for the years ended December 31, 1996 and 1995 included in Republic Industries, Inc.'s Form 8-K dated June 13, 1997. /s/ COOPERS & LYBRAND L.L.P. COOPERS & LYBRAND L.L.P. Fort Worth, Texas, December 17, 1997 EX-23.16 17 CONSENT OF KPMG PEAT MARKWICK LLP 1 EXHIBIT 23.16 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS The Board of Directors Shad Management Company and Consolidated Investees: We consent to the incorporation by reference in this registration statement on Form S-8 of Republic Industries, Inc. of our report dated February 12, 1997 (except as to note 7, which is as of February 23, 1997) with respect to the consolidated balance sheet of Shad Management Company and Consolidated Investees as of December 31, 1996, and the related consolidated statements of operations, retained earnings and cash flows for the period April 1, 1996 to December 31, 1996, which report appears in the Form 8-K of Republic Industries, Inc. dated June 13, 1997. /s/ KPMG PEAT MARWICK LLP KPMG PEAT MARWICK LLP Jacksonville, Florida December 17, 1997 EX-23.17 18 CONSENT OF PRICE WATERHOUSE LLP 1 EXHIBIT 23.17 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of Republic Industries, Inc. of our report dated January 24, 1997 on the combined financial statements of De La Cruz Automotive Group included in Republic Industries, Inc.'s Form 8-K dated September 15, 1997. /s/ PRICE WATERHOUSE LLP PRICE WATERHOUSE LLP Miami, Florida, December 17, 1997. EX-23.18 19 CONSENT OF PIERCY, BOWLER, TAYLOR & KERN 1 EXHIBIT 23.18 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 August 21, 1997 on the combined financial statements of Silver State Disposal Service, Inc. and Affiliates included in Republic Industries, Inc.'s Form 8-K dated September 15, 1997 and to all references to our Firm included in this registration statement. /s/ PIERCY, BOWLER, TAYLOR & KERN PIERCY, BOWLER, TAYLOR & KERN Las Vegas, Nevada, December 17, 1997 EX-23.19 20 CONSENT OF BOWDEN & WOOD 1 EXHIBIT 23.19 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 September 5, 1997 on the financial statements of Courtesy Auto Group included in Republic Industries, Inc.'s Form 8-K dated September 15, 1997 and to all references to our Firm included in this registration statement. /s/ BOWDEN & WOOD BOWDEN & WOOD Louisville, Kentucky, December 17, 1997. EX-23.20 21 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.20 CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS We consent to the incorporation by reference in the Registration Statement (Form S-8 No. 333-00000) pertaining to the Republic Rewards 401(k) Plan of Republic Industries, Inc. of our report dated March 14, 1997, with respect to the financial statements of Value Rent-A-Car, Inc. as of and for the year ended December 31, 1996 included in Republic Industries, Inc.'s Current Report on Form 8-K dated September 15, 1997, filed with the Securities and Exchange Commission. ERNST & YOUNG LLP West Palm Beach, Florida December 15, 1997 -----END PRIVACY-ENHANCED MESSAGE-----