Autonation, Inc. – ‘424B1’ on 3/20/97

As of:  Thursday, 3/20/97   ·   Accession #:  950144-97-2653   ·   File #:  333-23415

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Prospectus   —   Rule 424(b)(1)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B1       Republic Industries Form 424(B)(1)                    16     87K 

Document Table of Contents

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                                            Filed pursuant to Rule 424 (b) (1)
                                     REGISTRATION STATEMENT FILE NO. 333-23415

PROSPECTUS                                                                      

39,052,575 SHARES 

REPUBLIC INDUSTRIES INC. (LOGO) 

COMMON STOCK

     This Prospectus relates to an aggregate of 39,052,575 shares (the "Shares")
of common stock, par value $.01 per share ("Common Stock"), of Republic         
Industries, Inc., a Delaware corporation (the "Company"), which may be offered  
(the "Offering") for sale by persons (the "Selling Stockholders") who have      
acquired such shares in certain acquisitions of businesses by the Company not   
involving a public offering. The Shares are being registered under the          
Securities Act of 1933, as amended (the "Securities Act"), on behalf of the     
Selling Stockholders in order to permit the public sale or other distribution   
of the Shares.                                                                  

The Shares may be sold or distributed from time to time by or for the 
account of the Selling Stockholders or their pledgees through underwriters or   
dealers, through brokers or other agents, or directly to one or more purchasers,
including pledgees, at market prices prevailing at the time of sale or at prices
otherwise negotiated. This Prospectus also may be used, with the Company's prior
consent, by donees of the Selling Stockholders, or by other persons acquiring   
Shares and who wish to offer and sell such Shares under circumstances requiring 
or making desirable its use. The Company will receive no portion of the proceeds
from the sale of the Shares offered hereby and will bear certain expenses       
incident to their registration. See "Selling Stockholders" and "Plan of         
Distribution."                                                                  

  The Common Stock is traded on The Nasdaq Stock Market -- National Market
("Nasdaq") under the symbol "RWIN." On March 13, 1997, the last reported        
sales price for the Common Stock as reported by Nasdaq was $35.125 per share.   

     PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE MATTERS SET FORTH UNDER
THE CAPTION "RISK FACTORS" BEGINNING ON PAGE 5 OF THIS PROSPECTUS.              

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND    
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE      
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES        
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS     
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS   
A CRIMINAL OFFENSE. 

March 20, 1997  

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No dealer, salesperson or other person has been authorized to give any
information or to make any representations other than those contained in or     
incorporated by reference in this Prospectus in connection with the offer made  
by this Prospectus and, if given or made, such information or representations   
must not be relied upon as having been authorized by the Company or the Selling 
Stockholders. Neither the delivery of this Prospectus nor any sale made         
hereunder shall, under any circumstances, create any implication that there has 
not been any change in the facts set forth in this Prospectus or in the affairs 
of the Company since the date hereof. This Prospectus does not constitute an    
offer or solicitation by anyone in any jurisdiction in which such offer or      
solicitation is not authorized or in which the person making such offer or      
solicitation is not qualified to do so or to anyone to whom it is unlawful to   
make such offer or solicitation.                                                

TABLE OF CONTENTS 

                                                                [Download Table]

                                                              PAGE
                                                              ----
                                                                  
Available Information.......................................    2 
The Company.................................................    3 
Risk Factors................................................    5 
Use of Proceeds.............................................   11 
Selling Stockholders........................................   12 
Plan of Distribution........................................   13 
Description of Capital Stock................................   14 
Legal Matters...............................................   15 
Experts.....................................................   15 
Incorporation of Certain Documents by Reference.............   16 

AVAILABLE INFORMATION 

    The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and        
regulations promulgated thereunder, and, in accordance therewith, files reports,
proxy and information statements and other information with the Securities and  
Exchange Commission (the "Commission"). These reports, proxy and information    
statements and other information concerning the Company can be inspected and    
copied at the public reference facilities maintained by the Commission at Room  
1024, 450 Fifth Street, N.W., Washington, D.C. 20549; and at the Commission's   
regional offices located at Citicorp Center, Suite 1400, 500 West Madison       
Street, Chicago, Illinois 60661 and at Seven World Trade Center, Suite 1300, New
York, New York 10048. Copies of such material can also be obtained from the     
Commission at prescribed rates through its Public Reference Section at 450 Fifth
Street, N.W., Washington, D.C. 20549. The Commission also maintains a site on   
the World Wide Web at http://www.sec.gov that contains reports, proxy and       
information statements and other information regarding registrants that file    
electronically with the Commission. The Common Stock is traded on Nasdaq.       
Information filed by the Company with Nasdaq may be inspected at the offices of 
Nasdaq at 1735 K Street, N.W., Washington, D.C. 20006.                          

    The Company has filed with the Commission a Registration Statement on Form
S-3 under the Securities Act with respect to the Shares offered hereby          
(including all amendments and supplements thereto, the "Registration            
Statement"). This Prospectus, which forms a part of the Registration Statement, 
does not contain all of the information set forth in the Registration Statement,
certain parts of which have been omitted in accordance with the rules and       
regulations of the Commission. Statements contained herein concerning the       
provisions of certain documents are not necessarily complete and, in each       
instance, reference is made to the copy of such document filed as an exhibit to 
the Registration Statement or otherwise filed with the Commission. Each such    
statement is qualified in its entirety by such reference. The Registration      
Statement and the exhibits thereto can be inspected and copied at the public    
reference facilities and regional offices of the Commission and at the offices  
of Nasdaq referred to above.                                                    

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THE COMPANY 

GENERAL                                                                         

     The Company is a diversified holding company with subsidiaries operating in
the solid waste services, electronic security services, automotive rental and   
automotive retailing industries. The Company is aggressively building its       
existing lines of business through internal growth and acquisitions. The Company
is actively negotiating to acquire additional companies in its existing and     
complementary lines of business.                                                

   The Common Stock is traded on Nasdaq under the trading symbol "RWIN." The
Company's principal executive offices are located at 450 East Las Olas          
Boulevard, Suite 1200, Ft. Lauderdale, Florida 33301, and its telephone number  
is (954) 713-5200.                                                              

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RECENT DEVELOPMENTS                                                             

In February 1997, the Company acquired Taormina Industries, Inc.      
("Taormina"), which provides waste collection services and owns and operates a  
materials recycling facility. The Company issued approximately 7.4 million      
shares of Common Stock in this transaction, which will be accounted for under   
the pooling of interests method of accounting.                                  

 In February 1997, the Company acquired AAA Disposal Service, Inc. ("AAA
Disposal"), which provides waste collection and recycling services. The Company 
issued approximately 2.9 million shares of Common Stock in this transaction,    
which will be accounted for under the pooling of interests method of accounting.

In February 1997, the Company acquired Wallace Automotive Group       
("Wallace"), which owns and operates three franchised automotive dealerships.   
The Company issued approximately 1.7 million shares of Common Stock in this     
transaction, which will be accounted for under the pooling of interests method  
of accounting.                                                                  

In February 1997, the Company acquired Maroone Automotive Group       
("Maroone"), which owns and operates five franchised automotive dealerships.    
The Company issued approximately 6.1 million shares of Common Stock in this     
transaction, which will be accounted for under the pooling of interests method  
of accounting.                                                                  

In February 1997, the Company acquired Kendall Automotive Group       
("Kendall"), which owns and operates two franchised automotive dealerships.     
The Company issued approximately 1.2 million shares of Common Stock in this     
transaction, which will be accounted for under the purchase method of           
accounting.                                                                     

    In February 1997, the Company acquired York Waste Disposal, Inc. ("York"),
which provides waste collection services.  The Company issued approximately 1.1 
million shares of Common Stock in this transaction, which will be accounted for 
under the purchase method of accounting.                                        

    In February and March 1997, the Company entered into definitive agreements
to acquire Joe Meyers Automotive Group, The Chesrown Automotive Group, Bankston 
Enterprises, Flemington Car and Truck Country and Princeton's Nassau Conover    
dealerships, which own and operate an aggregate of 28 franchised automotive     
dealerships. The Company will issue an aggregate of approximately 5.5 million   
shares of Common Stock in these transactions, each of which will be accounted   
for under the pooling method of accounting. The closing of each of these        
transactions is subject to customary conditions, including applicable regulatory
and manufacturer approvals.                                                     

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RISK FACTORS

 An investment in the shares being offered hereby involves a significant
degree of risk. In addition to the other information set forth in this          
prospectus, prospective purchasers of the shares should consider carefully the  
following factors which may adversely affect the business, financial condition, 
results of operations and future prospects of the Company, and the prevailing   
market price and performance of the Company's Common Stock. Certain statements  
and information contained herein constitute "forward-looking statements" within 
the meaning of the Federal Private Securities Litigation Reform Act of 1995.    
Such forward-looking statements involve known and unknown risks, uncertainties  
and other factors which may cause the actual results, performance, or           
achievements of the Company to be materially different from any future results, 
performance, or achievements expressed or implied by such forward-looking       
statements. Such factors include, among other things:                           

   Limited Operations and Operating Losses in Automotive Retailing Business.
Prior to its acquisition of CarChoice, Inc. (the operations of which have been  
converted to AutoNation facilities) in August 1996, the Company had no history  
of operations in automotive retailing and related businesses. The Company       
currently anticipates that it will, through acquisitions of numerous franchised 
automotive dealerships and the development of AutoNation USA megastores, rapidly
expand its operations in automotive retailing and related businesses. AutoNation
has incurred losses from operations since inception and is expected to continue 
to incur losses in the foreseeable future. The success of the Company's         
aggressive development plans in the automotive retailing business is dependent  
on a number of factors including, but not limited to, economic conditions,      
competitive environment, adequate capital, accurate site selection, construction
schedules, supply of new and used vehicles, consumer acceptance of the megastore
concept in automotive retailing, vehicle manufacturers' approval and control    
over dealership franchises, and the building of brand recognition. There can be 
no assurance that the Company will be successful in the automotive retailing    
industry or in any related automotive industries which it enters.               

Need for Substantial Additional Capital.  Additional capital will be  
necessary to continue the Company's rapid expansion in its capital intensive    
lines of business and to fully capitalize on acquisition and expansion          
opportunities that may become available to the Company. There can be no         
assurance that sufficient financing will be available on a timely basis, if at  
all, or on terms acceptable to the Company. In the event that financing is not  
available or is not available in the amounts or on terms acceptable to the      
Company, the implementation of the Company's business strategy could be impeded 
and the Company's ability to react to changes in the industries in which it does
business could be limited, which could have a material adverse effect on the    
Company's business, financial condition and future prospects.                   

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   Uncertainties in Integrating Operations and Achieving Cost Savings.  Many
of the companies that the Company has recently acquired, such as Alamo          
Rent-A-Car, Inc. ("Alamo"), National Car Rental System, Inc. ("National"),      
Addington Resources, Inc., Continental Industries, Inc. and AutoNation          
Incorporated, and companies that the Company plans to acquire, are large        
enterprises with operations in different markets. The success of any business   
combination is in part dependent on management's ability following the          
transaction to consolidate operations, integrate departments, systems and       
procedures and thereby obtain business efficiencies, economies of scale and     
related cost savings. The challenges posed to the Company's management may be   
particularly significant because integrating the recently acquired companies    
must be addressed contemporaneously. There can be no assurance that future      
consolidated results will improve as a result of cost savings and efficiencies  
from any such acquisitions or proposed acquisitions, or as to the timing or     
extent to which cost savings and efficiencies will be achieved.                 

Dependence on Vehicle Manufacturers.  Automotive dealerships operate  
pursuant to franchise agreements with vehicle manufacturers. In connection with 
the Company's acquisition of franchised automotive dealerships, prior approval  
of the applicable vehicle manufacturer may be required under the franchise      
agreement of each franchised automotive dealership to be acquired, subject to   
state laws protecting a franchisee's right to transfer such franchise. Although 
the Company has established framework agreements with certain manufacturers to  
facilitate the acquisition of dealerships operating their franchises, no        
assurance can be given that such manufacturers or any other manufacturers will  
approve of any particular franchised automotive dealership acquisition by the   
Company or will not otherwise seek to impose restrictions on the Company's      
future acquisitions, operations or capital structure as a condition to granting 
such approval. In addition, once the Company has acquired a franchised          
automotive dealership, the Company must operate the dealership in accordance    
with the applicable franchise agreement. Franchise agreements generally provide 
the manufacturers with considerable influence over the operations of the        
dealership and generally provide for termination of the franchise agreement for 
a variety of causes. Finally, the success of any franchised automotive          
dealership is dependent, to a large extent, on the success of the vehicle       
manufacturer. Therefore, the success of the Company's automotive dealerships is 
dependent on the financial condition, management, marketing, production and     
distribution capabilities of the vehicle manufacturers of which the Company     
holds franchises. Any event that may have a material adverse effect on a vehicle
manufacturer, such as labor strikes or adverse publicity, may have a material   
adverse effect on the Company's business, financial condition and future        
prospects.                                                                      

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  Cost of Vehicle Rental Fleet.  Vehicle depreciation is one of the single
largest cost components of the Company's vehicle rental business, and it is     
materially affected by vehicle manufacturers' repurchase programs, pursuant to  
which the manufacturers agree to repurchase program vehicles during allowable   
repurchase periods at determinable prices, subject to certain terms and         
conditions ("Repurchase Programs"). Repurchase prices under Repurchase Programs 
are based on either (i) a predetermined percentage of a vehicle's original      
capitalized cost and the month in which the vehicle is returned or (ii) the     
original capitalized cost less a set monthly depreciation amount. Repurchase    
Programs limit the risk of market value decline at the time of vehicle          
disposition and enable vehicle rental companies to accurately project their     
vehicle depreciation expense. The Company currently has Repurchase Programs with
General Motors Corporation ("General Motors"), Chrysler Corporation, Ford Motor 
Company, Mazda Motor of America, Inc., Nissan Motor Corporation U.S.A., Subaru  
of America, Inc. and Toyota Motor Sales U.S.A., Inc. (including its Lexus       
division). During model year 1996, Alamo and National purchased approximately   
97% and 99.5%, respectively, of their U.S. vehicle fleets and a majority of     
their European vehicle fleets under Repurchase Programs. If vehicle             
manufacturers reduce the number or mix of vehicles available to vehicle rental  
companies through Repurchase Programs or increase vehicle costs under Repurchase
Programs, there can be no assurance that the Company will be able to control its
rental fleet costs or selection, or to pass on any increases in vehicle cost to 
rental customers, which could have a material adverse effect on the Company's   
business, financial condition and future prospects.                             

    Dependence on Vehicle Manufacturer's Credit.  The Company's vehicle rental
business depends upon third-party financing to purchase its revenue earning     
vehicles for its vehicle rental fleet. Since a substantial portion of such      
financing is incurred in connection with major vehicle manufacturers' Repurchase
Programs, a significant change in the financial conditions of the vehicle       
manufacturers, particularly General Motors, impairing their ability to          
repurchase vehicles or their investment grade rating could significantly affect 
the Company's ability to obtain such financing on as favorable terms. In such an
event, the Company may be prohibited from borrowing additional amounts under    
such financing facilities for the purchase of vehicles from                     

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such repurchase party, the Company may be required to repay a portion of the    
indebtedness outstanding under such facilities based on the vehicles to be      
repurchased by such repurchase party, and the Company may be required to remove 
the vehicles of such repurchase party from the applicable collateral pool for   
such facilities, which could have a material adverse effect on the Company's    
business, financial condition and future prospects.                             

     Dependence on Principal Rental Fleet Supplier.  General Motors has been the
principal supplier of rental fleet vehicles to the Company's vehicle rental     
business. Under the terms of the Company's Repurchase Programs with General     
Motors, the Company's vehicle rental fleets must consist of specified minimum   
percentages of General Motors vehicles (at least 51% for Alamo and at least 85% 
for National) during model years 1996 through 2000 in order to receive certain  
discounts and other incentives. Given the volume of vehicles purchased from     
General Motors, shifting significant portions of the fleet purchases to other   
manufacturers would require significant lead time. As a result, if General      
Motors were unable to supply the Company's vehicle rental operations with the   
planned number and type of vehicles, it could have a material adverse effect on 
the Company's business, financial condition and future prospects.               

 Interest Rates and Restrictive Covenants.  A substantial portion of the
Company's outstanding indebtedness is at floating interest rates. At times, the 
Company uses interest rate swaps to manage the risk of interest rate            
fluctuations. However, a substantial increase in interest rates could adversely 
affect the Company's cost of indebtedness for borrowed money. In addition, most 
of the Company's debt instruments contain covenants establishing certain        
financial and operating restrictions. A failure to comply with any covenant or  
any obligation contained in any credit agreement could result in an event of    
default which could accelerate debt under certain other credit agreements.      

     Regulation of Collision Damage Waivers.  Adoption of national or additional
state legislation limiting or eliminating the sale, or capping the rates, of    
collision damage waivers, which constitute a significant percentage of the      
Company's revenue from vehicle rental operations, could further restrict sales  
of this product, and additional limitations on potential customer liability     
could increase the Company's costs in its vehicle rental business.              

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     Environmental Regulation.  It may be necessary to expend considerable time,
effort and money to keep the Company's existing or acquired facilities in       
compliance with applicable federal, state and local requirements which regulate 
health, safety, environment, zoning and land use, and as to which there may not 
be adequate insurance coverages or reserves. In addition, certain of the        
Company's waste disposal operations that traverse state boundaries could be     
adversely affected if the federal government or the state in which a landfill is
located limits or prohibits, imposes discriminatory fees on, or otherwise seeks 
to discourage the disposal, within state boundaries, of waste collected outside 
of the state. If environmental laws become more stringent, the Company's        
environmental capital expenditures and costs for environmental compliance may   
increase in the future. In addition, due to the possibility of unanticipated    
factual or regulatory developments, the amounts and timing of future            
environmental expenditures could vary substantially from those currently        
anticipated.                                                                    

Risks of Legal Proceedings.  The Company generally will continue to be
involved in legal proceedings in the ordinary course of business. Citizen's     
groups have become increasingly active in challenging the grant or renewal of   
permits and licenses for landfills and other waste facilities, as well as for   
automotive retailing megastores and related facilities, and responding to such  
challenges has further increased the costs associated with establishing new     
facilities or expanding current facilities. A significant judgment against the  
Company, the loss of a significant permit or license or the imposition of a     
significant fine could have a material adverse effect on the Company's business,
financial condition and future prospects. The Company is currently a party to   
various legal proceedings, particularly in its automotive rental business, as   
well as environmental proceedings which have arisen in the ordinary course of   
its business. No assurance can be given with respect to the outcome of these    
legal and environmental proceedings and the effect such outcomes may have on the
Company.                                                                        

   Seasonality; Dependence on Travel Industry and Fuel Supply.  There can be
no assurance that protracted periods of inclement weather, decrease in air      
travel or any other occurrence that disrupts travel                             

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patterns, disruption of fuel supplies or increases in fuel prices will not have 
a material adverse effect on the Company's business, financial condition and    
future prospects.                                                               

     Competitive Environment.  All of the Company's businesses operate in highly
competitive environments. In addition, the solid waste industry, the electronic 
security services industry and the automotive retailing industry are each       
changing as a result of rapid consolidation. The future success of the Company  
will be affected by such changes, the nature of which cannot be forecast with   
certainty. There can be no assurance that such developments will not create     
additional competitive pressures on some or all of the Company's businesses.    

   Acquisition Strategy.  The Company has an aggressive acquisition strategy
that has involved, and is expected to continue to involve, the acquisition of a 
significant number of additional companies. There can be no assurance, however, 
that significant acquisitions will continue to occur at the same pace or be     
available to the Company on favorable terms, if at all, or that acquired        
companies will be effectively integrated to realize expected efficiencies and   
economies of scale.                                                             

   Possible Depressing Effect of Future Sales of Common Stock.  Since August
1995 and as of the date hereof, the Company has registered for sale, from time  
to time on a continuous basis under several shelf registration statements, by   
certain selling stockholders, an aggregate of approximately 307.7 million shares
of Common Stock (including the Shares registered hereunder). Future sales of    
such shares, or the perception that such sales could occur, could adversely     
affect the market price of Common Stock. There can be no assurance as to when,  
and how many of, such shares will be sold and the effect such sales may have on 
the market price of Common Stock. In addition, the Company intends to continue  
to issue Common Stock in connection with certain of its acquisitions or in other
transactions. Such securities may be subject to resale restrictions in          
accordance with the Securities Act and the regulations promulgated thereunder.  
As such restrictions lapse or if such shares are registered for sale to the     
public, such securities may be sold to the public. To facilitate the issuance of
Common Stock in making acquisitions, the Company has recently registered an     
additional 41.2 million shares of Common Stock pursuant to an acquisition shelf 
registration statement. In the event of the issuance and subsequent resale of a 
substantial number of shares of Common Stock, or a perception that such sales   
could occur, there could be a material adverse effect on the prevailing market  
price of Common Stock.                                                          

 Dependence on Key Personnel.  The Company's future success depends to a
significant extent on certain key executive officers, the loss of whom (whether 
such loss is through resignation or other causes) could have a material adverse 
effect on the Company's business and future prospects and the prevailing market 
price of the Company's Common Stock.                                            

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USE OF PROCEEDS 

   This Prospectus relates to Shares being offered and sold for the accounts
of the Selling Stockholders. The Company will not receive any proceeds from the 
sale of the Shares but will pay all expenses related to the registration of the 
Shares. See "Plan of Distribution."                                             

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SELLING STOCKHOLDERS

    The following table sets forth the name of each Selling Stockholder,
the aggregate number of shares of Common Stock beneficially owned by each       
Selling Stockholder as of March 14, 1997, and the aggregate number of shares of 
Common Stock registered hereby that each Selling Stockholder may offer and sell 
pursuant to this Prospectus.  Because the Selling Stockholders may offer all or 
a portion of the Shares at any time and from time to time after the date        
hereof, no estimate can be made of the number of Shares that each Selling       
Stockholder may retain upon completion of the Offering.  All of the 39,052,575  
Shares offered are issued and outstanding as of the date of this Prospectus. To 
the knowledge of the Company, none of the Selling Stockholders has had within   
the past three years any material relationship with the Company or any of its   
predecessors or affiliates, except as set forth in the footnotes to the         
following table.                                                                

                                                                [Download Table]

                                                         SHARES TO BE OFFERED
                                    SHARES BENEFICIALLY    FOR THE SELLING   
                                      OWNED PRIOR TO        STOCKHOLDER'S    
SELLING STOCKHOLDERS                   THE OFFERING            ACCOUNT       
--------------------                -------------------  --------------------
                                                                             
Faisal Ahmed(1)                          474,719                474,719      

Alkit Enterprises, Inc.(1)               165,837                165,837      

Gerald F. Bean(2)                      1,216,360              1,216,360      

Brest Road Properties, Inc.(3)           126,050                126,050      

Brion Properties(4)                    4,797,729              4,797,729      

Charles Schwab & Co., Inc.                                                   
FBO William E. Lobeck, Jr.                                                   
Copy IRA Contributions UTA                                                   
Charles Schwab & Co., Inc.(4)            479,772                479,772      

Charles Schwab & Co., Inc.                                                   
FBO William E. Lobeck, Jr.                                                   
Keogh Plan UTA Charles Schwab &                                              
Co., Inc.(4)                             479,772                479,772      

Floyd Clements(1)                         35,998                 35,998      

Patricia Damoorgian(1)                    66,334                 66,334      

Emerald Investors, L.L.C.(4)           2,164,194              2,164,194      

Elizabeth Catherine Frame Trust(4)        84,440                 84,440      

Elizabeth Peake Graham Trust(4)          479,772                479,772      

Gregory L. Gibson                          5,063                  5,063      

Kathleen Hoctor(1)                        66,334                 66,334      

Margaret Nicholson Lobeck Trust(4)       479,772                479,772      

William E. Lobeck, Jr.(4)              1,375,645              1,375,645      

Maroone Isuzu, Inc.(1)                     9,950                  9,950      

Albert E. Maroone(1)                   1,381,634              1,381,634      

Michael E. Maroone(1)(5)               3,883,988              3,883,988      

Archer McWhorter(4)                       95,611                 95,611      

Christopher C. Oliver(6)                 190,398                190,398      

Curtis L. Rodman(1)                       19,322                 19,322      

7700 Properties, L.L.C.                   69,869                 69,869      

Dallas C. Schnitzius(7)                  120,000                120,000      

G. Michael Shannon(7)                    120,000                120,000      

Thomas L. Szott(3)                        19,048                 19,048      

Sleepy Lagoon Ltd.(4)                  6,396,332              6,396,332      

Alvin E. Swanner(4)                    1,694,214              1,694,214      

Arlene Taormina, Trustee of                                                  
the C.V. Taormina Family                                                     
Trust U/T/D September 16,                                                    
1980(8)                                   13,214                 13,214      

Vincent Cosmo Taormina                                                       
and Colette Baccelleri                                                       
Taormina, Co-Trustees of the                                                 
Vincent Cosmo Taormina                                                       
Revocable Inter Vivos Trust                                                  
U/T/D May 14, 1984(8)(9)               3,710,624              3,710,624      

William Cosmo Taormina                                                       
and Cynthia Lynn Taormina,                                                   
Co-Trustees of the Taormina                                                  
Revocable Inter Vivos Trust                                                  
U/T/D July 26, 1983(8)(10)             3,710,624              3,710,624      

Kathryn L. Taylor(4)                   3,114,685              3,114,685      

Taylor Jeep Eagle, Inc.(3)               269,860                269,860      

Telegraph Road Properties, Inc.(3)        56,022                 56,022      

William L. Wallace(11)                 1,679,389              1,679,389      


ENDNOTES:                                                                       

(1)  Served as an officer and/or director of, and/or was an affiliate of,       
Maroone prior to the Company's acquisition of such company.           

(2)  Served as an officer and sole director of, and was the sole shareholder    
of, Kendall prior to the Company's acquisition of such company.       

(3)  Owned, operated and/or was affiliated with Taylor Jeep/Eagle automotive    
  dealership prior to the Company's acquisition of such dealership. Thomas
L. Szott may be deemed to beneficially own all shares of Common Stock 
  owned of record by Brest Road Properties, Inc., Taylor Jeep Eagle, Inc.,
and Telegraph Road Properties, Inc.                                   

(4)  Served as an officer and/or director of, and/or was an affiliate of,       
  and/or held a direct or indirect equity interest in, National Car Rental
System, Inc. prior to the Company's acquisition of such company.      

(5)  Michael E. Maroone has served as an officer of the Company since the       
Company's acquisition of Maroone.                                     

(6)  Served as an officer and/or director of, and was the sole shareholder of,  
    Champion Chevrolet Co. prior to the Company's acquisition of such company.

(7)  Served as an officer of Continental Waste Industries, Inc. until January   
1996, which company was acquired by the Company in December 1996.     

(8)  Served as an officer and/or director of, and/or was an affiliate of,       
Taormina prior to the Company's acquisition of such company.          

(9)  Vincent C. Taormina has served as an officer of the Company since the      
Company's acquisition of Taormina.                                    

(10) William C. Taormina has served as an officer of the Company since the      
Company's acquisition of Taormina.                                    

(11) Served as an officer and/or director of, and was the sole shareholder      
of, Wallace prior to the Company's acquisition of such company.       

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PLAN OF DISTRIBUTION

    The Selling Stockholders or pledgees may sell or distribute some or all of
the Shares from time to time through underwriters or dealers or brokers or other
agents or directly to one or more purchasers, including pledgees, in            
transactions (which may involve crosses and block transactions) on Nasdaq,      
in privately negotiated transactions (including sales pursuant to pledges) or in
the over-the-counter market, or in brokerage transactions, or in a combination  
of such transactions. Such transactions may be effected by the Selling          
Stockholders at market prices prevailing at the time of sale, at prices related 
to such prevailing market prices, at negotiated prices, or at fixed prices,     
which may be changed. Brokers, dealers, agents or underwriters participating in 
such transactions as agent may receive compensation in the form of discounts,   
concessions or commissions from the Selling Stockholders (and, if they act as   
agent for the purchaser of such shares, from such purchaser). Such discounts,   
concessions or commissions as to a particular broker, dealer, agent or          
underwriter might be in excess of those customary in the type of transaction    
involved. This Prospectus also may be used, with the Company's consent, by      
donees of the Selling Stockholders, or by other persons acquiring Shares and who
wish to offer and sell such Shares under circumstances requiring or making      
desirable its use. To the extent required, the Company will file, during any    
period in which offers or sales are being made, one or more supplements to this 
Prospectus to set forth the names of donees of Selling Stockholders and any     
other material information with respect to the plan of distribution not         
previously disclosed.                                                           

 The Selling Stockholders and any such underwriters, brokers, dealers or
agents that participate in such distribution may be deemed to be "underwriters" 
within the meaning of the Securities Act, and any discounts, commissions or     
concessions received by any such underwriters, brokers, dealers or agents might 
be deemed to be underwriting discounts and commissions under the Securities Act.
Neither the Company nor the Selling Stockholders can presently estimate the     
amount of such compensation. The Company knows of no existing arrangements      
between any Selling Stockholder and any other Selling Stockholder, underwriter, 
broker, dealer or other agent relating to the sale or distribution of the       
Shares.                                                                         

   Under applicable rules and regulations under the Exchange Act, any person
engaged in a distribution of any of the Shares may not simultaneously engage in 
market activities with respect to the Common Stock for the applicable period    
under Rule 10b-6 prior to the commencement of such distribution. In addition    
and without limiting the foregoing, the Selling Stockholders will be subject    
to applicable provisions of the Exchange Act and the rules and regulations      
thereunder, including without limitation Rules 10b-5, 10b-6 and 10b-7, which    
provisions may limit the timing of purchases and sales of any of the Shares by  
the Selling Stockholders. All of the foregoing may affect the marketability of  
the Common Stock.                                                               

 The Company will pay substantially all of the expenses incident to this
Offering of the Shares by the Selling Stockholders to the public other than     
commissions and discounts of underwriters, brokers, dealers or agents. Each     
Selling Stockholder may indemnify any broker, dealer, agent or underwriter that 
participates in transactions involving sales of the Shares against certain      
liabilities, including liabilities arising under the Securities Act. The Company
has agreed to indemnify the Selling Stockholders and any such underwriters and  
controlling persons of such underwriters against certain liabilities, including 
certain liabilities under the Securities Act.                                   

    If Shares are sold in an underwritten offering, the Shares may be acquired
by the underwriters for their own account and may be further resold from time to
time in one or more transactions, including negotiated transactions, at market  
prices prevailing at the time of sale, at prices related to such prevailing     
market prices, at negotiated prices, or at fixed prices. The names of the       
underwriters with respect to any such offering and the terms of the             
transactions, including any underwriting discounts, concessions or              

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commissions and other items constituting compensation of the underwriters and   
broker-dealers, if any, will be set forth in a supplement to this Prospectus    
relating to such offering.  Any public offering price and any discounts,        
concessions or commissions allowed or reallowed or paid to broker-dealers may   
be changed from time to time. Unless otherwise set forth in a supplement to     
this Prospectus, the obligations of the underwriters to purchase the Shares     
will be subject to certain conditions precedent and the underwriters will be    
obligated to purchase all of the shares specified in such supplement if any     
such Shares are purchased.                                                      

  If the Shares are sold in an underwritten offering, the underwriters and
selling group members (if any) may engage in passive market making transactions 
in the Common Stock on Nasdaq immediately prior to the commencement of the sale 
of shares in such offering, in accordance with Rule 10b-6A under the Exchange   
Act. Passive market making presently consists of displaying bids on Nasdaq      
limited by the bid prices of market makers not connected with such offering and 
purchases limited by such prices and effected in response to order flow. Net    
purchases by a passive market maker on each day are limited in amount to 30% of 
the passive market maker's average daily trading volume in the Common Stock     
during the period of the two full consecutive calendar months prior to the      
filing with the Commission of the Registration Statement of which this          
Prospectus is a part and must be discontinued when such limit is reached.       
Passive market making may stabilize the market price of the Common Stock at a   
level above that which might otherwise prevail and, if commenced, may be        
discontinued at any time.                                                       

     In order to comply with certain states' securities laws, if applicable, the
Shares will be sold in such jurisdictions only through registered or licensed   
brokers or dealers. In addition, in certain states the Common Stock may not be  
sold unless the Common Stock has been registered or qualified for sale in such  
state or an exemption from registration or qualification is available and is    
complied with.                                                                  

DESCRIPTION OF CAPITAL STOCK

     The Second Amended and Restated Certificate of Incorporation of the Company
(the "Certificate of Incorporation") authorizes capital stock consisting of     
500,000,000 shares of Common Stock, par value $.01 per share, and 5,000,000     
shares of preferred stock ("Preferred Stock"). There were 348,300,170 shares    
of Common Stock, and no shares of Preferred Stock, issued and outstanding as of 
March 7, 1997. The following summary description of the capital stock of        
the Company is qualified in its entirety by reference to the Certificate of     
Incorporation and Bylaws of the Company, copies of which have been filed as     
exhibits to the Registration Statement of which this Prospectus is a part.      

  Common Stock.  The holders of shares of Common Stock have equal pro rata
rights to dividends if, as and when declared by the Company's Board of          
Directors; do not have any preemptive subscription or conversion rights; and    
have one vote per share on all matters upon which the stockholders of the       
Company may vote at all meetings of stockholders. There are no redemption or    
sinking fund provisions applicable to the Common Stock. The holders of the      
Common Stock of the Company do not have cumulative voting rights. As a result,  
the holders of a majority of the shares voting for the election of directors can
elect all the members of the Board of Directors.                                

   Preferred Stock.  No shares of Preferred Stock are currently outstanding.
The Board of Directors is authorized to divide the Preferred Stock into series  
and, with respect to each series, to determine the dividend rights, dividend    
rate, conversion rights, voting rights, redemption rights and terms, liquidation
preferences, the number of shares constituting the series, the designation of   
such series and such other rights, qualifications, limitations or restrictions  
as the Board of Directors may determine. The Board of Directors could, without  
shareholder approval, issue Preferred Stock with voting rights and other rights 
that could adversely affect the voting power of holders of Common Stock and such
stock could be used to prevent a hostile takeover of the Company. The Company   
has no present plans to issue any shares of Preferred Stock.                    

Certificate of Incorporation and Bylaws.  The Company's Certificate of
Incorporation was amended on November 28, 1995 to (i) change the Company's      
corporate name to Republic Industries, Inc., and (ii) to eliminate all          
provisions relating to classes of the Board of Directors. The directors of the  
Company are elected each year at the annual meeting of the stockholders for     
terms of one year and until their successors are elected and qualified; existing
directors may nominate and elect qualified persons to fill vacancies on the     
Board of Directors. The Certificate of Incorporation was amended on May 15, 1996
to increase the number of                                                       

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authorized shares of Common Stock to 500,000,000 from 350,000,000. The Company's
Bylaws provide that directors may be removed for cause by vote of two-thirds of 
the other directors or by vote of a majority of stockholders, and may be removed
without cause by the vote of a majority of stockholders at a meeting called for 
such purpose.                                                                   

 Transfer Agent and Registrar.  The Transfer Agent and Registrar for the
Common Stock is Harris Trust and Savings Bank.                                  

LEGAL MATTERS 

The validity of the Shares offered 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 545,000 shares of Republic Common Stock as of the    
date hereof.                                                                    

EXPERTS 

The consolidated financial statements and schedule and supplemental   
consolidated financial statements for the Company as of December 31, 1996 and   
1995 and for each of the three years in the period ended December 31, 1996, the 
consolidated financial statements of AutoNation as of December 31, 1995 and for 
the period from inception (September 12, 1995) to December 31, 1995, the        
combined financial statements of Kendall as of and for the ten-month period     
ended October 31, 1996, and the consolidated financial statements of National   
Car Rental System, Inc. and Subsidiaries as of May 31, 1996 and for the period  
from inception (April 4, 1995) to May 31, 1996, incorporated by reference in    
this Registration Statement have been audited by Arthur Andersen LLP,           
independent certified public accountants, to the extent and for the periods as  
indicated in their reports with respect thereto. The combined financial         
statements of Carlisle Motors, Inc. as of November 30, 1996 and for the eleven  
month period ended November 30, 1996 incorporated by reference in this          
Registration Statement have been audited by George B. Jones & Co., P.C.,        
independent certified public accountants, to the extent and for the period as   
indicated in their report with respect thereto. 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 month period ended May 31, 1995 and 
for the years ended December 31, 1994 and 1993 incorporated by reference in this
Registration Statement have been audited by Deloitte & Touche LLP, independent  
auditors, as stated in their report which is incorporated herein by reference.  
The consolidated financial statements of Ed Mullinax, Inc. and Subsidiaries as  
of April 30, 1996 and 1995 and for each of the two years in the period ended    
April 30, 1996 incorporated by reference in this Registration Statement have    
been audited by Dixon, Odom & Co., L.L.P., independent certified public         
accountants, to the extent and for the periods as indicated in their reports    
with respect thereto. The combined financial statements of Maroone as of        
December 31, 1996 and 1995 and for each of the two years in the period ended    
December 31, 1996 incorporated by reference in this Registration Statement have 
been audited by Crowe, Chizek and Company LLP, independent certified public     
accountants, to the extent and for the periods as indicated in their reports    
with respect thereto.  The combined financial statements of Wallace as of and   
for the year ended December 31, 1996 incorporated by reference in this          
Registration Statement have been audited by Goldenberg, Rosenthal, Friedlander, 
LLP, independent certified public accountants, to the extent and for the periods
as indicated in their report with respect thereto. The financial statements of  
Taormina as of December 31, 1996 and 1995 and for the two years in the period   
ended December 31, 1996 incorporated by reference in this Registration Statement
have been audited by McGladrey & Pullen, LLP, independent certified public      
accountants, to the extent and for the periods as indicated in their report with
respect thereto.  As indicated in their reports with respect                    

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thereto, the financial statements and schedule referred to above have been      
incorporated by reference herein in reliance upon authority of said firms as    
experts in accounting and auditing in giving said reports.                      

   The combined financial statements of Grubb Automotive, Inc. as of and for
the year ended December 31, 1995, appearing in the Company's Current Report on  
Form 8-K dated January 27, 1997, have been audited by Ernst & Young LLP,        
independent auditors, as set forth in their report thereon included therein and 
incorporated herein by reference. Such combined financial statements are        
incorporated herein by reference in reliance upon such report given upon the    
authority of such firm as experts in accounting and auditing.                   

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 

The following documents, which have been filed by the Company with the
Commission pursuant to the Exchange Act, are incorporated by reference and made 
a part of this Prospectus: (i) the Company's Annual Report on Form 10-K for the 
fiscal year ended December 31, 1996; (ii) all other reports filed pursuant to   
Section 13(a) or 15(d) of the Exchange Act since December 31, 1996, specifically
including 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 24, 1997 and     
February 27, 1997; (iii) the Company's Proxy Statement dated April 19, 1996     
relating to the 1996 Annual Meeting of Stockholders held May 10, 1996, and the  
Company's Proxy Statement dated December 13, 1996 related to the Special Meeting
of Stockholders held January 16, 1997; and (iv) the consolidated financial      
statements of AutoNation as of December 31, 1995 (audited) and September 29,    
1996 (unaudited) and for the period from inception (September 12, 1995) to      
December 31, 1995 (audited) and for the three and nine months ended September   
29, 1996 (unaudited) included in the Company's Current Report on Form 8-K/A     
dated November 25, 1996.                                                        

     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 Prospectus and prior to
the termination of the Offering shall be deemed to be incorporated by reference 
in this Prospectus 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 Prospectus 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 Prospectus.   

   The making of a modifying or superseding statement shall not be deemed an
admission that the modified or superseded statement, when made, constituted a   
misrepresentation, an untrue statement of a material fact or an omission to     
state a material fact that is required to be stated or that is necessary to make
a statement not misleading in light of the circumstances in which it was made.  

THE COMPANY UNDERTAKES TO PROVIDE, WITHOUT CHARGE, TO EACH PERSON,    
INCLUDING ANY BENEFICIAL OWNER, TO WHOM A COPY OF THIS PROSPECTUS IS DELIVERED, 
UPON THE WRITTEN OR ORAL REQUEST OF SUCH PERSON, A COPY OF ANY AND ALL OF THE   
DOCUMENTS OR INFORMATION REFERRED TO ABOVE THAT HAS BEEN OR MAY BE INCORPORATED 
BY REFERENCE IN THIS PROSPECTUS (EXCLUDING EXHIBITS TO SUCH DOCUMENTS UNLESS    
SUCH EXHIBITS ARE SPECIFICALLY INCORPORATED BY REFERENCE). REQUESTS SHOULD BE   
DIRECTED TO RICHARD L. HANDLEY, SECRETARY, REPUBLIC INDUSTRIES, INC., 450 EAST  
LAS OLAS BOULEVARD, SUITE 1200, FT. LAUDERDALE, FLORIDA 33301, TELEPHONE: (954) 
713-5200.                                                                       

16

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘424B1’ Filing		Date		First		Last			Other Filings
Filed on:		3/20/97		1
		3/14/97		12					8-K,  S-3
		3/13/97		1
		3/7/97		14
		2/27/97		16					10-K,  4,  8-K,  8-K/A
		2/24/97		16					8-K
		1/30/97		16					8-K
		1/27/97		16					8-K
		1/20/97		16					8-K,  DEF 14A
		1/16/97		16					4,  8-K,  8-K/A
		1/14/97		16					8-K
		1/5/97		16					8-K
		1/3/97		16					4,  8-K
		12/31/96		15		16			10-K,  11-K,  11-K/A,  8-K,  NT 11-K
		12/13/96		16					8-K/A,  DEF 14A,  S-3/A,  S-4
		11/30/96		15
		11/25/96		16					8-K,  8-K/A
		10/31/96		15
		9/29/96		16
		5/31/96		15					8-K
		5/15/96		14					10-Q,  8-K
		5/10/96		16					8-K,  DEF 14A,  PRE 14A
		4/30/96		15
		4/19/96		16
		12/31/95		15		16			10-K,  11-K,  NT 11-K
		11/28/95		14					DEF 14C
		9/12/95		15		16
		5/31/95		15
		4/30/95		15
		4/4/95		15
		12/31/94		15
		12/31/93		15
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