-----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, AYlqdI7eDFCgKvrz/MIKj56cDo2cHdH2WLt9kfVHXVTMvvp7HgSskLvqG3srWdte 12JXu0ufYTT6Mjh8EISRnQ== 0000950144-96-004750.txt : 19960802 0000950144-96-004750.hdr.sgml : 19960802 ACCESSION NUMBER: 0000950144-96-004750 CONFORMED SUBMISSION TYPE: 424B3 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960801 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: 424B3 SEC ACT: 1933 Act SEC FILE NUMBER: 033-63209 FILM NUMBER: 96602200 BUSINESS ADDRESS: STREET 1: 200 E LAS OLAS BLVD STREET 2: STE 1400 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 424B3 1 REPUBLIC INDUSTRIES FORM 424(B)(3) 1 Rule 424(b)(3) File No. 33-63209 Republic Industries, Inc. SUPPLEMENT DATED JULY 31, 1996 TO PROSPECTUS DATED MAY 31, 1996 RECENT DEVELOPMENTS. The "Recent Developments" section of the Prospectus, dated May 31, 1996, is hereby supplemented as follows: PENDING ACQUISITION OF ADDINGTON RESOURCES, INC. On June 25, 1996, the Company entered into a definitive merger agreement (the "Addington Merger Agreement") with Addington Resources, Inc., a Delaware corporation ("Addington"). Addington is a solid waste services company. The Addington Merger Agreement provides that each share of the common stock of Addington will be exchanged for 0.90 of a share of Common Stock. It is contemplated that an aggregate of approximately 14,100,000 shares of Common Stock will be issued in connection with the proposed transaction, based on the number of shares of Addington's common stock outstanding on May 31, 1996, including shares of Common Stock issuable in the future upon exercise of outstanding options and warrants to purchase Addington common stock which will be assumed by the Company. Consummation of the Addington Merger, which will be accounted for as a pooling of interests, is subject to approval of Addington's stockholders and various customary closing conditions, including receipt of regulatory approval. Certain stockholders of Addington, who beneficially own approximately 45% of the outstanding shares of Addington's common stock, have executed a voting agreement with the Company whereby they have agreed to vote their shares in favor of the Addington Merger. PENDING ACQUISITION OF CONTINENTAL WASTE INDUSTRIES, INC. On June 27, 1996, the Company entered into a definitive merger agreement (the "Continental Merger Agreement") with Continental Waste Industries, Inc., a Delaware corporation ("Continental"). Continental is a solid waste services company. The Continental Merger Agreement provides that each share of common stock of Continental will be exchanged in a merger transaction (the "Continental Merger"), on a tax-free basis, for 0.80 of a share of Common Stock. It is contemplated that an aggregate of approximately 12,200,000 shares of Common Stock will be issued in connection with the proposed transaction, based upon the number of shares of Continental's common stock outstanding on June 17, 1996, including shares of Common Stock issuable in the future upon exercise of outstanding options and warrants to purchase Continental common stock which will be assumed by the Company. Consummation of the Continental Merger, which will be accounted for as a pooling of interests, is subject to approval by Continental's stockholders and various other customary closing conditions, including receipt of regulatory approval. Continental's three largest stockholders, representing approximately 25% of Continental's outstanding common stock, have agreed to vote their shares in favor of the transaction. Upon consummation of the Continental Merger, it is expected that members of Continental's senior management, including Thomas A. Volini, Continental's Chief Operating Officer, and Carlos E. Aguero, Continental's Chief Executive Officer, will be appointed to senior management positions with the Company. 2 PENDING ACQUISITION OF ADT LIMITED. On July 1, 1996, the Company entered into a definitive merger agreement (the "ADT Merger Agreement") with ADT Limited, a Bermuda corporation ("ADT"). ADT is a diversified company which, through its subsidiaries and operational divisions, provides electronic security services and automotive services. ADT has operations in the United States, Canada, the United Kingdom and continental Europe. The ADT Merger Agreement provides that each share of ADT's common stock will be exchanged, on a tax free basis, for 0.92857 of a share of Common Stock, and ADT will become a wholly owned subsidiary of the Company (the "ADT Merger"). It is contemplated that an aggregate of approximately 130,000,000 shares of Common Stock will be issued in connection with the ADT Merger. The Company anticipates reserving an additional 38,000,000 shares of Common Stock issuable in the future upon the exercise of outstanding options and warrants of ADT, and the conversion of ADT's Liquid Yield Option Notes. In connection with the execution of the ADT Merger Agreement, ADT issued to the Company a warrant to acquire 15,000,000 shares of ADT's common stock at an exercise price of $20.00 per share. The warrant is exercisable if the ADT Merger Agreement is terminated for any reason. Furthermore, the Company has obtained a commitment from NationsBank of Florida, N.A. that has increased its borrowing capacity from $250,000,000 to $750,000,000. Consummation of the ADT Merger, which will be accounted for as a pooling of interests, is subject to, among other things, approval by the stockholders of the Company and ADT, receipt by ADT of a fairness opinion from its financial advisor, and other customary conditions, including receipt of regulatory approvals. Upon consummation of the ADT Merger, it is expected that: (i) Michael A. Ashcroft, who will continue as Chairman and Chief Executive Officer of ADT, will become a member of the Company's Board of Directors; (ii) Stephen J. Ruzika, Executive Vice President and Chief Financial Officer of ADT, will continue to serve as President of ADT's electronic security services division; and (iii) Michael J. Richardson will continue as President and Chief Executive Officer of ADT Automotive. If the AutoNation Merger (described elsewhere in this Prospectus), the Continental Merger, the Addington Merger and the ADT Merger (the "Pending Acquisitions") are consummated pursuant to the existing Merger Agreements, the Company would issue approximately 211,800,000 additional shares of Common Stock (including shares issuable upon future exercise of options and warrants assumed by the Company in connection with the Pending Acquisitions) and would have a total of approximately 396,800,000 shares of Common Stock issued and outstanding upon consummation of all four of the Pending Acquisitions, based on the number of shares of Common Stock outstanding on June 30, 1996 (including shares issuable upon future exercise of options and warrants assumed by the Company in connection with the Pending Acquisitions). No assurance can be given that the AutoNation Merger, the Continental Merger, the Addington Merger or the ADT Merger will be consummated. See "Risk Factors." -----END PRIVACY-ENHANCED MESSAGE-----