-----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, DpIqLv3Ig2AyNxrSU2ft8y1aGPy8vki5/YjH/Au2D5mFb6uKBZJICKF1VpFkP9A+ 8zseI0Gxh+7ImBwYJTznUw== 0000895345-01-000076.txt : 20010223 0000895345-01-000076.hdr.sgml : 20010223 ACCESSION NUMBER: 0000895345-01-000076 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20010214 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AUTONATION INC /FL 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: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-40342 FILM NUMBER: 1545715 BUSINESS ADDRESS: STREET 1: 110 SE 6TH ST CITY: FT LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 9547696000 MAIL ADDRESS: STREET 1: 110 SE 6TH ST CITY: FT LAUDERDALE STATE: FL ZIP: 33301 FORMER COMPANY: FORMER CONFORMED NAME: REPUBLIC INDUSTRIES INC DATE OF NAME CHANGE: 19951215 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: EGAN MICHAEL S CENTRAL INDEX KEY: 0001027828 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: DANCING BEAR INVESTMENTS STREET 2: 333 EAST LAS OLAS BLVD CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 9547695949 MAIL ADDRESS: STREET 1: DANCING BEAR INVESTMENTS STREET 2: 333 EAST LAS OLAS BLVD CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 SC 13G/A 1 0001.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------------------- SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* AutoNation, Inc. (f/k/a Republic Industries, Inc.) - --------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - --------------------------------------------------------------------------- (Title of Class of Securities) 05329W102 - --------------------------------------------------------------------------- (CUSIP Number) December 31, 2000 - --------------------------------------------------------------------------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |_| Rule 13d-1(b) |X| Rule 13d-1(c) |_| Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 05329W102 SCHEDULE 13G Page 2 of 19 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) MICHAEL S. EGAN 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [x] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES NUMBER OF 5 SOLE VOTING POWER SHARES 12,973,012 (OR 16,501,677) BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 12,973,012 (OR 16,501,677) 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,973,012 Shares, comprised of (i) 100 Shares; (ii) options to acquire 750,000 Shares; and (iii) 12,222,912 Shares owned by the Egan Trust (OR 16,501,677 Shares if the 3,528,665 Shares owned by the Grat Trusts (as such term is defined below) are included). 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) APPROXIMATELY 3.6% (or approximately 4.5% if the Shares of the Grat Trusts are included) 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN CUSIP No. 05329W102 SCHEDULE 13G Page 3 of 19 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) The Michael S. Egan Living Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [x] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION FLORIDA NUMBER OF 5 SOLE VOTING POWER SHARES 12,222,912 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 12,222,912 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,222,912 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 3.4% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 05329W102 SCHEDULE 13G Page 4 of 19 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) The Michael S. Egan Grantor Retained Annuity Trust for Sarah Egan Mooney 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [x] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION FLORIDA NUMBER OF 5 SOLE VOTING POWER SHARES 705,733 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 705,733 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 705,733 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 0.2% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 05329W102 SCHEDULE 13G Page 5 of 19 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) The Michael S. Egan Grantor Retained Annuity Trust for Eliza Shenners Egan 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [x] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION FLORIDA NUMBER OF 5 SOLE VOTING POWER SHARES 705,733 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 705,733 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 705,733 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 0.2% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 05329W102 SCHEDULE 13G Page 6 of 19 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) The Michael S. Egan Grantor Retained Annuity Trust for Catherine Lewis Egan 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [x] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION FLORIDA NUMBER OF 5 SOLE VOTING POWER SHARES 705,733 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 705,733 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 705,733 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 0.2% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 05329W102 SCHEDULE 13G Page 7 of 19 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) The Michael S. Egan Grantor Retained Annuity Trust for Teague Michael Thomas Egan 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [x] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION FLORIDA NUMBER OF 5 SOLE VOTING POWER SHARES 705,733 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 705,733 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 705,733 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 0.2% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 05329W102 SCHEDULE 13G Page 8 of 19 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) The Michael S. Egan Grantor Retained Annuity Trust for Riley Martin Michael Egan 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [x] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION FLORIDA NUMBER OF 5 SOLE VOTING POWER SHARES 705,733 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 705,733 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 705,733 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Approximately 0.2% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO CUSIP No. 05329W102 SCHEDULE 13G Page 9 of 19 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY) The 110 Group Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) [ ] (b) [x] 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION FLORIDA NUMBER OF 5 SOLE VOTING POWER SHARES 74 BENEFICIALLY 6 SHARED VOTING POWER OWNED BY EACH REPORTING 7 SOLE DISPOSITIVE POWER PERSON WITH 74 8 SHARED DISPOSITIVE POWER 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 74 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) [ ] EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) Less than 0.1% 12 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) OO Page 10 of 19 SCHEDULE 13G This Statement on Schedule 13G, relating to the common stock, par value $0.01 per share (the "Common Stock"), issued by AutoNation, Inc. (f/k/a Republic Industries, Inc.), a Delaware corporation (the "Issuer"), is being filed by The Michael S. Egan Grantor Retained Annuity Trust for Sarah Egan Mooney (the "Sarah Egan Mooney GRAT"), The Michael S. Egan Grantor Retained Annuity Trust for Eliza Shenners Egan (the "Eliza Shenners Egan GRAT"), The Michael S. Egan Grantor Retained Annuity Trust for Catherine Lewis Egan (the "Catherine Lewis Egan GRAT"), The Michael S. Egan Grantor Retained Annuity Trust for Teague Michael Thomas Egan (the "Teague Michael Thomas Egan GRAT"), The Michael S. Egan Grantor Retained Annuity Trust for Riley Martin Michael Egan (the "Riley Martin Michael Egan GRAT") (collectively the "GRAT Trusts"), The Michael S. Egan Living Trust (the "Egan Trust"), the 110 Group Trust (the "110 Trust") (collectively with the GRAT Trusts and the Egan Trust, the "Trusts"), and Michael S. Egan ("Mr. Egan") (collectively with the Trusts, the "Reporting Persons"). This Schedule 13G amends the statement on Schedule 13G filed by the Reporting Person on August 8, 2000. The percentages reported herein are based on there being 361,134,189 shares of Common Stock outstanding as reported in the Form 10-Q of the Issuer filed on May 15, 2000. The information reported herein is as of August 21, 2000, the date on which the reporting person ceased to be the beneficial owner of more than five percent of the class of securities. ITEM 1(A). NAME OF ISSUER: AutoNation, Inc. (the "Issuer") ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 110 Southeast 6th Street, Ft. Lauderdale, Florida 33301 ITEM 2(A). NAME OF PERSON FILING: This Schedule 13G is filed by the following Reporting Persons; Michael S. Egan, the Egan Trust, the Sarah Egan Mooney GRAT, the Eliza Shenners Egan GRAT, the Catherine Lewis Egan GRAT, the Teague Michael Thomas Egan GRAT, the Riley Martin Michael Egan GRAT, and the 110 Group Trust. ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The business address of each of the Reporting Persons is 333 East Las Olas Boulevard, Fort Lauderdale, Florida 33301. ITEM 2(C). CITIZENSHIP: United States Page 11 of 19 ITEM 2(D). TITLE OF CLASS OF SECURITIES: Common Stock, par value $0.01 per share. ITEM 2(E). CUSIP NUMBER: 05329W102 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B) OR (C), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). (e) [ ] An investment adviser in accordance with ss.240.13d-1(b)(1)(ii)(E). (f) [ ] An employee benefit plan or endowment fund in accordance withss.240.13d-1(b)(1)(ii)(F). (g) [ ] A parent holding company or control person in accordance withss.240.13d-1(b)(1)(ii)(G). (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813). (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) [ ] Group, in accordance withss.240.13d-1(b)(1)(ii)(J). If this statement is filed pursuant toss.240.13d-1(c), check this box [X]. Page 12 of 19 ITEM 4. OWNERSHIP Mr. Egan - -------- (a) Amount beneficially owned: 12,973,012 Shares, comprised of (i) 100 Shares; (ii) options to acquire 750,000 Shares; and (iii) 12,222,912 Shares owned by the Egan Trust (or 16,501,677 Shares if the 3,528,665 Shares owned by the GRAT Trusts (as such term is defined above) are included). (b) Percent of class: Approximately 3.6% of the outstanding Common Stock (computed in accordance with Rule 13d-3(d) of the Securities Exchange Act of 1934) (or approximately 4.5% of the outstanding Common Stock if the Shares owned by the GRAT Trusts are included (computed in accordance with Rule 13d-3(d) of the Securities Exchange Act of 1934)). (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 12,973,012 (or 16,501,677) (ii) Shared power to vote or to direct the vote: (iii)Sole power to dispose or to direct the disposition of: 12,973,012 (or 16,501,677) (iv) Shared power to dispose or to direct the disposition of: Egan Trust - ---------- (a) Amount beneficially owned: 12,222,912 (b) Percent of class: Approximately 3.4% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 12,222,912 (ii) Shared power to vote or to direct the vote: (iii)Sole power to dispose or to direct the disposition of: 12,222,912 (iv) Shared power to dispose or to direct the disposition of: Sarah Egan Mooney GRAT - ---------------------- (a) Amount beneficially owned: 705,733 (b) Percent of class: Approximately 0.2% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 705,733 (ii) Shared power to vote or to direct the vote: (iii)Sole power to dispose or to direct the disposition of: 705,733 (iv) Shared power to dispose or to direct the disposition of: Page 13 of 19 Eliza Shenners Egan GRAT - ------------------------ (a) Amount beneficially owned: 705,733 (b) Percent of class: Approximately 0.2% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 705,733 (ii) Shared power to vote or to direct the vote: (iii)Sole power to dispose or to direct the disposition of: 705,733 (iv) Shared power to dispose or to direct the disposition of: Catherine Lewis Egan GRAT - ------------------------- (a) Amount beneficially owned: 705,733 (b) Percent of class: Approximately 0.2% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 705,733 (ii) Shared power to vote or to direct the vote: (iii)Sole power to dispose or to direct the disposition of: 705,733 (iv) Shared power to dispose or to direct the disposition of: Teague Michael Thomas Egan GRAT - ------------------------------- (a) Amount beneficially owned: 705,733 (b) Percent of class: Approximately 0.2% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 705,733 (ii) Shared power to vote or to direct the vote: (iii)Sole power to dispose or to direct the disposition of: 705,733 (iv) Shared power to dispose or to direct the disposition of: Page 14 of 19 Riley Martin Michael Egan GRAT - ------------------------------ (a) Amount beneficially owned: 705,733 (b) Percent of class: Approximately 0.2% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 705,733 (ii) Shared power to vote or to direct the vote: (iii)Sole power to dispose or to direct the disposition of: 705,733 (iv) Shared power to dispose or to direct the disposition of: 110 Group Trust - --------------- (a) Amount beneficially owned: 74 (b) Percent of class: less than 0.1% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 74 (ii) Shared power to vote or to direct the vote: (iii)Sole power to dispose or to direct the disposition of: 74 (iv) Shared power to dispose or to direct the disposition of: S. Jacqueline Egan (a trustee under the GRAT Trusts and the 110 Trust) - ---------------------------------------------------------------------- (a) Amount beneficially owned: 3,500 (b) Percent of class: less than 0.1% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 3,500 (ii) Shared power to vote or to direct the vote: (iii)Sole power to dispose or to direct the disposition of: 3,500 (iv) Shared power to dispose or to direct the disposition of: Rosalie V. Arthur (a trustee under the GRAT Trusts and the 110 Trust) - --------------------------------------------------------------------- (a) Amount beneficially owned: 2,000 (b) Percent of class: less than 0.1% Page 15 of 19 (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 2,000 (ii) Shared power to vote or to direct the vote: (iii)Sole power to dispose or to direct the disposition of: 2,000 (iv) Shared power to dispose or to direct the disposition of: ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [X]. ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not Applicable. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not Applicable. ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. See Exhibit A. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not Applicable. ITEM 10. CERTIFICATIONS. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Page 16 of 19 SIGNATURE PAGE -------------- After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct. Dated: February 14, 2001 THE MICHAEL S. EGAN LIVING TRUST By: /s/ Michael S. Egan -------------------------------- Name: Michael S. Egan ---------------------------- Title: Trustee THE MICHAEL S. EGAN GRANTOR RETAINED ANNUITY TRUST FOR SARAH EGAN MOONEY By: /s/ Michael S. Egan -------------------------------- Name: Michael S. Egan ---------------------------- Title: Trustee THE MICHAEL S. EGAN GRANTOR RETAINED ANNUITY TRUST FOR ELIZA SHENNERS EGAN By: /s/ Michael S. Egan -------------------------------- Name: Michael S. Egan ---------------------------- Title: Trustee THE MICHAEL S. EGAN GRANTOR RETAINED ANNUITY TRUST FOR CATHERINE LEWIS EGAN By: /s/ Michael S. Egan -------------------------------- Name: Michael S. Egan ---------------------------- Title: Trustee Page 17 of 19 THE MICHAEL S. EGAN GRANTOR RETAINED ANNUITY TRUST FOR TEAGUE MICHAEL THOMAS EGAN By: /s/ Michael S. Egan -------------------------------- Name: Michael S. Egan ---------------------------- Title: Trustee THE MICHAEL S. EGAN GRANTOR RETAINED ANNUITY TRUST FOR RILEY MARTIN MICHAEL EGAN By: /s/ Michael S. Egan -------------------------------- Name: Michael S. Egan ---------------------------- Title: Trustee THE 110 GROUP TRUST By: /s/ Rosalie V. Arthur -------------------------------- Name: Rosalie V. Arthur ---------------------------- Title: Trustee MICHAEL S. EGAN By: /s/ Michael S. Egan -------------------------------- Name: Michael S. Egan ---------------------------- EX-99.A 2 0002.txt EXHIBIT A --------- JOINT FILING AGREEMENT ---------------------- The undersigned agree that the foregoing Statement on Schedule 13G is being filed with the Commission on behalf of each of the undersigned pursuant to Rule 13d-1(k). Dated: February 14, 2001 THE MICHAEL S. EGAN LIVING TRUST By: /s/ Michael S. Egan -------------------------------- Name: Michael S. Egan ---------------------------- Title: Trustee THE MICHAEL S. EGAN GRANTOR RETAINED ANNUITY TRUST FOR SARAH EGAN MOONEY By: /s/ Michael S. Egan -------------------------------- Name: Michael S. Egan ---------------------------- Title: Trustee THE MICHAEL S. EGAN GRANTOR RETAINED ANNUITY TRUST FOR ELIZA SHENNERS EGAN By: /s/ Michael S. Egan -------------------------------- Name: Michael S. Egan ---------------------------- Title: Trustee THE MICHAEL S. EGAN GRANTOR RETAINED ANNUITY TRUST FOR CATHERINE LEWIS EGAN By: /s/ Michael S. Egan -------------------------------- Name: Michael S. Egan ---------------------------- Title: Trustee THE MICHAEL S. EGAN GRANTOR RETAINED ANNUITY TRUST FOR TEAGUE MICHAEL THOMAS EGAN By: /s/ Michael S. Egan -------------------------------- Name: Michael S. Egan ---------------------------- Title: Trustee THE MICHAEL S. EGAN GRANTOR RETAINED ANNUITY TRUST FOR RILEY MARTIN MICHAEL EGAN By: /s/ Michael S. Egan -------------------------------- Name: Michael S. Egan ---------------------------- Title: Trustee THE 110 GROUP TRUST By: /s/ Rosalie V. Arthur -------------------------------- Name: Rosalie V. Arthur ---------------------------- Title: Trustee MICHAEL S. EGAN By: /s/ Michael S. Egan -------------------------------- Name: Michael S. Egan ---------------------------- -----END PRIVACY-ENHANCED MESSAGE-----