-----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, VyBthezHgPoApZhsUJtru2hCzFPeaVlg+Xc6PlyxFXG58yJdkfctYInTiYCQB2kK 6/bfHEfKxgW6wvqzPDZV9A== 0000950144-00-002458.txt : 20000217 0000950144-00-002458.hdr.sgml : 20000217 ACCESSION NUMBER: 0000950144-00-002458 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000216 GROUP MEMBERS: DEGROOTE MICHAEL G GROUP MEMBERS: WESTBURY (BERMUDA) LTD 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 13D SEC ACT: SEC FILE NUMBER: 005-40342 FILM NUMBER: 547704 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: DEGROOTE MICHAEL G CENTRAL INDEX KEY: 0000946082 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 200 EAST LAS OLAS BLVD CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 9546276018 MAIL ADDRESS: STREET 1: 200 EAST LAS OLAS BLVD CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 SC 13D 1 AUTONATION SC 13D FOR DEGROOTE & WESTBURY LTD. 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) AUTONATION, INC. - -------------------------------------------------------------------------------- (Name of Issuer) COMMON STOCK, $0.01 PAR VALUE - -------------------------------------------------------------------------------- (Title of Class of Securities) 760759 10 0 - -------------------------------------------------------------------------------- (CUSIP Number) Rick L. Burdick, P.C. Akin, Gump, Strauss, Hauer & Feld, L.L.P. 711 Louisiana, Suite 1900 South Houston, Texas 77002 (713) 220-5800 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) SEE ITEM 3 REGARDING AN EXPLANATION FOR THE FILING OF THIS SCHEDULE 13D. - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. (Continued on following pages) (Page 1 of 11 Pages) 2 CUSIP NO. 760759 10 0 Page 2 of 11 --------------------- --------------------------------------------------------------------- (1) Names of Reporting Persons S.S. or I.R.S. Identification No. of Above Persons Michael G. DeGroote --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions)* (a) [X] (b) [ ] --------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------------- (4) Source of Funds (See Instructions) OO (See Item 3) --------------------------------------------------------------------- (5) Check if Disclusure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) --------------------------------------------------------------------- (6) Citizenship or Place of Organization Canadian --------------------------------------------------------------------- (7) Sole Voting Power NUMBER OF 19,831,200** SHARES -------------------------------------------------------- BENEFICIALLY (8) Shared Voting Power OWNED BY -0- EACH -------------------------------------------------------- REPORTING (9) Sole Dispositive Power PERSON WITH 19,831,200** -------------------------------------------------------- (10) Shared Dispositive Power -0- - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 19,831,200 (See Item 5) --------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] (See Item 5) --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row(11) 5.4% (See Item 5) --------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) IN --------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! - ------------------------ ** 19,631,200 of the shares beneficially owned by Mr. DeGroote are held in the name of Westbury (Bermuda) Ltd., of which he is the sole shareholder. 3 CUSIP NO. 458875 10 1 Page 3 of 11 --------------------- --------------------------------------------------------------------- (1) Names of Reporting Persons S.S. or I.R.S. Identification No. of Above Persons Westbury (Bermuda) Ltd. --------------------------------------------------------------------- (2) Check the Appropriate Box if a Member of a Group (See Instructions)* (a) [X] (b) [ ] --------------------------------------------------------------------- (3) SEC Use Only --------------------------------------------------------------------- (4) Source of Funds (See Instructions) OO (See Item 3) --------------------------------------------------------------------- (5) Check if Disclusure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] --------------------------------------------------------------------- (6) Citizenship or Place of Organization Bermuda --------------------------------------------------------------------- (7) Sole Voting Power NUMBER OF 19,631,200 SHARES -------------------------------------------------------- BENEFICIALLY (8) Shared Voting Power OWNED BY -0- EACH -------------------------------------------------------- REPORTING (9) Sole Dispositive Power PERSON WITH 19,631,200 -------------------------------------------------------- (10) Shared Dispositive Power -0- - ------------------------------------------------------------------------------- (11) Aggregate Amount Beneficially Owned by Each Reporting Person 19,631,200 (See Item 5) --------------------------------------------------------------------- (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] --------------------------------------------------------------------- (13) Percent of Class Represented by Amount in Row(11) 5.4% (See Item 5) --------------------------------------------------------------------- (14) Type of Reporting Person (See Instructions) CO --------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 Page 4 of 11 Westbury Bermuda Ltd., a Bermuda exempted company and successor-in-interest to MGD Holdings Ltd. ("Westbury"), and Mr. Michael G. DeGroote (together, the "Reporting Persons" and individually, the "Reporting Person") hereby make the following statement pursuant to Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations promulgated thereunder. ITEM 1. SECURITY AND ISSUER. This statement relates to the common stock, par value $.01 per share (the "Common Stock"), of Autonation, Inc., a Delaware corporation formerly known as Republic Industries, Inc. (the "Issuer"). The principal executive offices of the Issuer are located at 200 East Las Olas Boulevard, Suite 1400, Ft. Lauderdale, Florida 33301. ITEM 2. IDENTITY AND BACKGROUND. (a) - (c), (f) This Statement is being filed by Westbury and Mr. Michael G. DeGroote (all of the foregoing collectively, the "Reporting Persons" and individually, the "Reporting Person"). A copy of an agreement among the Reporting Persons with respect to their joint filing of this Statement is attached hereto as Exhibit 1. Westbury is engaged principally in investing in securities beneficially owned by Mr. DeGroote. Westbury is the successor-in-interest to MGD Holdings Ltd. ("MGD") as a result of an amalgamation of MGD and Westbury (Bermuda) Ltd., both Bermuda exempted companies, that was completed April 30, 1997. Mr. DeGroote is the sole stockholder of Westbury. The name, business address, principal occupation or employment and citizenship of each executive officer and director of Westbury are listed on Schedule A, attached hereto and incorporated herein by reference. Mr. DeGroote, a director of the Issuer, is a Canadian citizen but resides in Bermuda. The principal business address of each of the Reporting Persons is Victoria Hall, 11 Victoria Street, P.O. Box HM 1065, Hamilton, HMEX Bermuda. (d) - (e) During the last five years, none of the Reporting Persons nor, to the best of any of their knowledge, any of the persons listed on Schedule A attached hereto, has been (i) convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. 5 Page 5 of 11 ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. On July 24, 1997, the Reporting Persons filed a report on Schedule 13G declaring that neither of them beneficially owned at least 5% of the outstanding Common Stock. As a result of a share repurchase program initiated by the Issuer, the total outstanding Common Stock has decreased since that filing such that the Reporting Persons again each beneficially own more than 5% of the outstanding Common Stock. This Schedule 13D is being filed to reflect each of the Reporting Persons' current percentage ownership. A description of the source of funds for the acquisition of the shares owned by the Reporting Persons is described in Amendment No. 1 to Schedule 13D filed by the Reporting Persons on August 15, 1995, and Amendment No. 2 to Schedule 13D filed by the Reporting Persons on March 12, 1996 (the "March 1996 Filing"). Since the March 1996 Filing, the following securities were acquired by the Reporting Persons: Under the Issuer's 1995 Non-Employee Director Stock Option Plan (the "Non-Employee Director Plan"), in consideration for Mr. DeGroote's service on the Board of Directors of the Issuer, Mr. DeGroote was granted (i) options to purchase 20,000 shares of Common Stock at an exercise price of $31.1875 effective January 2, 1997, (ii) options to purchase 20,000 shares of Common Stock at an exercise price of $23.3125 per share effective January 2, 1998, (iii) options to purchase 20,000 shares of Common Stock at an exercise price of $44.875 per share effective January 4, 1999, and (iv) options to purchase 20,000 shares of Common Stock at an exercise price of $9.25 per share effective January 3, 2000 (collectively, the "Non-Employee Director Options"). All of the Non-Employee Director Options are fully vested and are exercisable for a period of ten years from the date of grant. In the event Mr. DeGroote chooses to exercise such options, it is currently anticipated that the payment of the exercise price will be funded with personal funds. ITEM 4. PURPOSE OF TRANSACTION. See Item 3 for an explanation of the filing of this Schedule 13D. Mr. DeGroote acquired the Non-Employee Director Options as consideration for his service on the Board of Directors of the Issuer. It is currently anticipated that any exercise of such options will be as an investment. The Reporting Persons have not formulated any plans or proposals which relate to or would result in any of the events or transactions described in Item 4 (a) through (j) of the General Instructions to Schedule 13D under the Exchange Act, although each Reporting Person reserves the right to formulate such plans or proposals in the future. ITEM 5. INTEREST IN SECURITIES OF ISSUER. (a) and (b) As of February 8, 2000, Westbury beneficially owns for purposes of this Schedule 13D 19,631,200 shares of Common Stock representing 5.4% of the outstanding shares of Common Stock, calculated in accordance with Rule 13d-3 under the Exchange Act (based upon 365,226,384 shares of Common Stock issued and outstanding as of February 8, 2000). 6 Page 6 of 11 In addition, as of February 8, 2000, Mr. DeGroote may be deemed to beneficially own 19,831,200 shares of Common Stock (which includes 19,631,200 shares of Common Stock beneficially owned by Westbury, of which Mr. DeGroote is the controlling shareholder, and the 200,000 Non-Employee Director Options), representing 5.4% of the outstanding shares of Common Stock, calculated in accordance with Rule 13d-3 under the Exchange Act (based upon 365,226,384 shares of Common Stock issued and outstanding as of February 8, 2000). Mr. Luchak owns 10,000 shares of Common Stock, representing less than 1% of the outstanding shares of Common Stock, calculated in accordance with Rule 13d-3 under the Exchange Act (based on 356,226,384 shares of Common Stock outstanding as of February 8, 2000). Mr. Luchak has the sole power to vote or direct the voting of and the sole power to dispose or direct the disposition of all of the 10,000 shares of Common Stock. Mr. Watt owns 10,000 shares of Common Stock, representing less than 1% of the outstanding shares of Common Stock, calculated in accordance with Rule 13d-3 under the Exchange Act (based on 356,226,384 shares of Common Stock outstanding as of February 8, 2000). Mr. Watt has the sole power to vote or direct the voting of and the sole power to dispose or direct the disposition of all of the 10,000 shares of Common Stock. Ms. Santin owns no shares of Common Stock. The Reporting Persons disclaim beneficial ownership of all shares of Common Stock beneficially owned by Messrs. Luchak and Watt. (c) The only transactions in any securities of the Issuer that were effected during the past sixty days by the Reporting Persons and Messrs. Luchak and Watt were the following: o On January 3, 2000, Mr. DeGroote was granted 20,000 Non-Employee Director Options; o On February 3, 2000. Mr. Watt purchased 10,000 shares of Common Stock. 7 Page 7 of 11 ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 1: Joint Filing Agreement among Mr. Michael G. DeGroote, and Westbury (Bermuda) Ltd. 8 Page 8 of 11 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, correct and complete. Dated: February 16, 2000 Michael G. DeGroote By: /s/ Michael G. DeGroote ---------------------------------- Dated: February 16, 2000 Westbury (Bermuda) Ltd. By: /s/ Michael G. DeGroote ---------------------------------- Michael G. DeGroote President 9 SCHEDULE A EXECUTIVE OFFICERS AND DIRECTORS OF WESTBURY (BERMUDA) LTD. NAME & CAPACITY WITH PRINCIPAL OCCUPATION PRINCIPAL WESTBURY (BERMUDA) LTD. AND CITIZENSHIP BUSINESS ADDRESS - ----------------------- --------------- ---------------- Michael G. DeGroote Retired Businessman Victoria Hall President, Canadian 11 Victoria Street Director P. O. Box HM 1065 Hamilton, HMEX Bermuda James Watt Financial Analyst Victoria Hall Vice President, Canadian 11 Victoria Street Director P. O. Box HM 1065 Hamilton, HMEX Bermuda Fred Luchak Attorney Victoria Hall Director Canadian 11 Victoria Street P. O. Box HM 1065 Hamilton, HMEX Bermuda Taina Santin Administrative Assistant Victoria Hall Secretary Bermudian 11 Victoria Street P. O. Box HM 1065 Hamilton, HMEX Bermuda 10 INDEX TO EXHIBITS NUMBER EXHIBIT ------ ------- 1.* Joint Filing Agreement among Mr. Michael G. DeGroote, and Westbury (Bermuda) Ltd. - ------------------------------------ * Filed herewith. EX-1 2 JOINT FILING AGREEMENT DEGROOTE AND WESTBURY 2/16 1 EXHIBIT 1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13D with respect to the Common Stock of Autonation, Inc. dated February 16, 2000, is, and any amendments thereto signed by each of the undersigned shall be, filed on behalf of us pursuant to and in accordance with the provisions of Rule 13d-1(f) under the Securities Exchange Act of 1934. Dated: February 16, 2000 Michael G. DeGroote /s/ Michael G. DeGroote --------------------------- Dated: February 16, 2000 Westbury (Bermuda) Ltd. By: /s/ Michael G. DeGroote ------------------------ Michael G. DeGroote President -----END PRIVACY-ENHANCED MESSAGE-----