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1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
----------------- ---------------------
COMMISSION FILE NUMBER: 0-9787
REPUBLIC INDUSTRIES, INC.
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 73-1105145
(State of Incorporation) (IRS Employer Identification No.)
200 EAST LAS OLAS BOULEVARD
SUITE 1400
FT. LAUDERDALE, FLORIDA 33301
(Address of Principal Executive Offices) (Zip Code)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (954) 627-6000
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT: NONE
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, PAR VALUE $.01
(Title of Class)
Indicate by check mark whether the Registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
------ -------
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
On March 21, 1996, the registrant had 81,044,571 outstanding shares of
Common Stock, $.01 par value, and at such date, the aggregate market value of
the shares of Common Stock held by non-affiliates of the registrant was
approximately $1,630,879,000.
DOCUMENTS INCORPORATED BY REFERENCE
Part III - Portions of Registrant's Proxy Statement relative to the
1996 Annual Meeting of Stockholders.

Table of contents

  • Page 1
    ... Incorporation) 200 EAST LAS OLAS BOULEVARD SUITE 1400 FT. LAUDERDALE, FLORIDA (Address of Principal Executive Offices) 73-1105145 (IRS Employer Identification No.) 33301 (Zip Code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (954) 627-6000 NONE SECURITIES REGISTERED PURSUANT TO SECTION...

  • Page 2
    ... 780,000 residential, commercial and industrial customers, primarily in areas surrounding its landfill sites noted above and certain areas of Georgia, Maine, New Hampshire, and Virginia and throughout Florida. In addition, the Company provides related environmental services including consulting and...

  • Page 3
    ... Company monitors over 127,000 businesses and residences predominately in Florida and Colorado. In August 1995, following a special meeting of the Company's stockholders, the Company appointed a new management team consisting of H. Wayne Huizenga as Chairman of the Board and Chief Executive Officer...

  • Page 4
    ... shares of capital stock of certain electronic security companies known as Denver Burglar Alarm ("Denver Alarm"). Denver Alarm provides installation, monitoring and maintenance services to residential and commercial customers in Denver, Fort Collins, Boulder, Colorado Springs and Pueblo, Colorado...

  • Page 5
    ... security monitoring and maintenance to residential accounts in Jacksonville, Orlando and Tallahassee, Florida, 4 5 as well as other metropolitan areas in the southeastern United States, including Charlotte, North Carolina, Savannah, Georgia and Nashville, Tennessee. In November 1995, the Company...

  • Page 6
    ... are secured by competitive bids (see " Competition" under the heading "Operations"). The Company currently provides commercial and residential collection services in certain areas of California, Florida, Georgia, Indiana, Maine, New Hampshire, North Carolina, North Dakota, South Carolina, Virginia...

  • Page 7
    ...awareness and expanding federal and state regulations pertaining to waste recycling. The Company currently provides recycling services through most of its collection subsidiaries and has six recycling facilities located in Florida, Georgia, South Carolina and North Carolina. The services provided by...

  • Page 8
    ... included herein. SALES AND MARKETING For solid waste services, the Company's sales and marketing strategy is to provide full service environmental management to its customers. The Company targets potential customers of all sizes from small quantity generators to large "Fortune 500" companies, as...

  • Page 9
    ... Health Administration of the U.S. Department of Labor. The Company strives to conduct its operations in compliance with applicable laws and regulations, but believes that in the existing climate of heightened legal, political and citizen awareness and concerns, companies in the waste management and...

  • Page 10
    ... associated with the Company's waste management activities. (2) The Comprehensive Environmental Response, Compensation, and Liability Act of 1980, as amended ("CERCLA"). CERCLA, among other things, provides for the cleanup of sites from which there is a release or threatened release of a hazardous...

  • Page 11
    ... than 20% of the sites on the NPL are solid waste landfills which ostensibly never received any "hazardous wastes." Thus, even if the Company's landfills have never received "hazardous wastes" as such, it is possible that one or more hazardous substances may have come to be located at its landfills...

  • Page 12
    ... In response to the Supreme Court's ruling, Congress is attempting to enact a national comprehensive flow control bill. The national solid waste flow control bill, which was approved by the Senate in May of 1995, is currently under consideration by the House Commerce Committee. If the national solid...

  • Page 13
    ...-exempt financing. The Company competes for collection accounts primarily on the basis of price and the quality of its services. From time to time, competitors may reduce the price of their services in an effort to expand market share or to win a competitively bid municipal contract. Competition in...

  • Page 14
    ... factors. ITEM 2. PROPERTIES The Company's corporate headquarters are located at 200 East Las Olas Boulevard, Suite 1400, Fort Lauderdale, Florida in leased premises. Certain of the property and equipment of the Company and its subsidiaries are subject to liens securing payment of portions of the...

  • Page 15
    ...in damages. The lawsuit stems from Western's attempts to acquire Best Pak Disposal, Inc. The case is currently scheduled for trial in May 1996. The Company is also a party to various other general corporate legal proceedings which have arisen in the ordinary course of its business. While the results...

  • Page 16
    ... the Waste Industries, Inc. Number of Shares of Common Stock Granting Written Consent 32,190,716 2. Adoption of amendment to the Company's Certificate of Incorporation to establish annual terms for members of the Board of Directors. Adoption of amendments to the Company's 1995 Non-Employee...

  • Page 17
    ...Stock as reported by Nasdaq was $29.125 per share. The number of ...waste management and environmental services company in December 1989, other than distributions to former stockholders of acquired companies, the Company has not declared or paid any cash dividends on its Common Stock and the Board...

  • Page 18
    ...waste management, electronic security services and related lines of business, resulting in a more diversified Company. The Company makes its decision to acquire or invest in businesses based on financial and strategic considerations. 16 17 Businesses acquired through December 31, 1995 and accounted...

  • Page 19
    ... services in Jacksonville, Orlando and Tallahassee, Florida, and other metropolitan areas in the southeastern United States, including Charlotte, North Carolina; Savannah, Georgia and Nashville, Tennessee. The Company issued an aggregate of 18,127,984 shares of Common Stock for the acquisitions...

  • Page 20
    ... landfill development costs, such as executive salaries, general corporate overhead, public affairs and other corporate services are expensed as incurred. Cost of operations for the Company's electronic security services business primarily consists of the labor and equipment associated with the sale...

  • Page 21
    ... of the Company's business through the acquisition of HMC and other businesses. The decreases in selling, general and administrative expenses as a percentage of revenue for the years ended December 31, 1995 and 1994 are largely due to the Company's continued commitment to reduce and control such...

  • Page 22
    ...located and the expectations regarding costs of securing environmental services. DISCONTINUED OPERATIONS In July 1994, the Company announced the contemplation of a plan exit the hazardous waste services segment of the environmental industry, October 1994, the Board of Directors authorized management...

  • Page 23
    ... property and the expansion of landfill sites. The Company also made expenditures of approximately $15,980,000 during 1995 related to the expansion of its electronic security services business through new installations and acquisitions of subscriber accounts. Management anticipates continuing to...

  • Page 24
    ...labor and material costs associated with the installation of new electronic security systems and the cost of acquired subscriber accounts. Investment in subscriber accounts, net increased $17,347,000 during 1995 due to growth in electronic security system installations and acquisitions of subscriber...

  • Page 25
    ... 31, 1995 26 27 28 29 45 23 24 REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS To the Stockholders and Board of Directors of Republic Industries, Inc.: We have audited the accompanying consolidated balance sheets of Republic Industries, Inc. (a Delaware corporation, formerly Republic Waste...

  • Page 26
    ... a whole. ARTHUR ANDERSEN LLP Fort Lauderdale, Florida, March 26, 1996. 24 25 REPUBLIC INDUSTRIES, INC. CONSOLIDATED BALANCE SHEETS (In thousands, except share data) December 31 ASSETS 1995 ---1994 ---- CURRENT ASSETS Cash and cash equivalents ...Accounts receivable, less allowance for doubtful...

  • Page 27
    ... an integral part of these consolidated financial statements. 25 26 REPUBLIC INDUSTRIES, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share data) Year Ended December 31 1995 ---Revenue ...Expenses: Cost of operations ...Selling, general and administrative ...Restructuring...

  • Page 28
    ...acquired companies ...Other ...Net income ...BALANCE AT DECEMBER 31, 1995 ......sale of equipment ...Changes in assets and liabilities, net of effects from business acquisitions: Accounts receivable ...Prepaid expenses and other assets ...Accounts payable and accrued liabilities ...Income taxes payable...

  • Page 29
    ...wholly-owned subsidiaries ("Republic" or the "Company"). All significant intercompany accounts and transactions have been eliminated. In 1994, the Board of Directors authorized management to pursue a plan to distribute its hazardous waste services segment, Republic Environmental Systems, Inc. ("RESI...

  • Page 30
    ... and depletion ... INVESTMENT IN SUBSCRIBER ACCOUNTS, NET. Investment in subscriber accounts, net consists of capitalized direct labor and material costs associated with new monitoring contracts installed by the Company's electronic security services business and the cost of acquired subscriber...

  • Page 31
    ... of proceeds from the factoring of electronic security monitoring contracts by one of the Company's acquired security businesses. The use of factoring was discontinued by the Company subsequent to the date of acquisition. Revenue is recognized over the period services are provided. 30 31 REPUBLIC...

  • Page 32
    .... Scott is an electronic security alarm company, providing monitoring and maintenance services in Jacksonville, Orlando and Tallahassee, Florida, and other metropolitan areas in the southeastern United States, including Charlotte, North Carolina; Savannah, Georgia and Nashville, Tennessee. The

  • Page 33
    ... largest solid waste management company in Florida, provides solid waste collection and recycling services to commercial, industrial and residential customers. This acquisition, as well as several other minor business combinations from January 1, 1993 to December 31, 1995, have been accounted for...

  • Page 34
    ... southeastern Virginia and eastern North Carolina and provides transportation of medical waste throughout the Mid-Atlantic states for more than 7,000 customers. The Company issued an aggregate of 2,914,452 shares of Common Stock to acquire Schaubach and Denver Alarm, both of which will be accounted...

  • Page 35
    ... to commercial, residential and industrial customers, and operates two transfer stations, in certain areas of the greater metropolitan Atlanta, Georgia area. The acquisition of Mid-American Georgia will be accounted for under the purchase method of accounting. 3. LONG-TERM DEBT AND NOTES PAYABLE In...

  • Page 36
    .... As of December 31, 1995, the Company was in compliance with all covenants under the Credit Agreement. The Company made interest payments of approximately $5,428,000, $4,152,000 and $2,422,000 in 1995, 1994 and 1993, respectively. 4. INCOME TAXES The Company accounts for income taxes in accordance...

  • Page 37
    ... In August 1995, the Company sold an aggregate of 8,350,000 shares of Common Stock and warrants to purchase an additional 16,700,000 shares of Common Stock to H. Wayne Huizenga, Westbury (Bermuda) Ltd. (A Bermuda corporation controlled by Michael G. DeGroote, former Chairman of the Board, President...

  • Page 38
    ...for $13.25 per share for aggregate proceeds of approximately $26,500,000. In July 1995, the Company sold 5,400,000 shares of Common Stock in a private placement transaction for $13.25 per share, resulting in net proceeds of approximately $69,000,000 after deducting expenses, fees and commissions. In...

  • Page 39
    ... with business relations and seeks $24,000,000 in damages. The lawsuit stems from Western's attempts to acquire Best Pak Disposal, Inc. This case is currently scheduled for trial in May 1996. The Company's solid waste and environmental services activities are conducted in the context of a developing...

  • Page 40
    ... in which they are resolved. LEASE COMMITMENTS. The Company and its subsidiaries lease portions of their premises and certain equipment under various operating lease agreements. At December 31, 1995, total minimum rental commitments becoming payable under all operating leases are as follows: 1996...

  • Page 41
    ...average common and common equivalent shares outstanding... ... 9. DISCONTINUED OPERATIONS In 1994, the Company announced the contemplation of a plan to spin-off RESI, its hazardous waste services segment. This segment of the Company's business has been accounted for as a discontinued operation and...

  • Page 42
    ... and private sector customers through residential, commercial and industrial service. The Company also is engaged in the electronic security services business, which consists of the sale, installation and maintenance of electronic security systems for commercial and residential use as well as the...

  • Page 43
    Solid waste services ...Electronic security services ...Net assets ...Part III will be set forth in the Proxy Statement of the Company relating to the 1996 Annual Meeting of Stockholders and is incorporated herein by reference. PART IV. ITEM 14. (a) EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS...

  • Page 44
    ..., thereunto duly authorized. REPUBLIC INDUSTRIES, INC. By:/s/ H. WAYNE HUIZENGA H. Wayne Huizenga Chairman of the Board and Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the...

  • Page 45
    ... K. Fairbanks Chief Financial Officer (Principal Financial Officer) /s/ Michael R. Carpenter Michael R. Carpenter Vice President and Corporate Controller (Principal Accounting Officer) March 28, 1996 /s/ Michael G. DeGroote Michael G. DeGroote Vice Chairman of the Board March 28, 1996...

  • Page 46
    ...year ended December 31, 1992). Form of Stock Option Agreement (incorporated by reference to Exhibit 10.43 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992). Form of Warrant to purchase 300,000 shares of Republic Waste Industries, Inc. Common Stock, issued to Donald...

  • Page 47
    .... (incorporated by reference to Exhibit 10.36 to the Registrant's Annual Report on Form 10-K for the year ended December 31, 1994). Stock Purchase Agreement, dated May 21, 1995, by and between H. Wayne Huizenga and Republic Waste Industries, Inc. (incorporated by reference to Exhibit (c)(1) to the...

  • Page 48
    ... 2.3 to the Registrant's Current Report on Form 8-K, dated October 31, 1995). Merger Agreement, dated as of February 15, 1996, by and among Republic Industries, Inc., RI/DFRP, Inc., RI/GS Merger Corp., The Denver Fire Reporter & Protective Co., Guardian Security Services, Inc., and John Stewart...

  • Page 49
    ... of Oregon, ABN AMRO Bank, N.V., The Bank of New York, Barnett Bank of Broward County, N.A., Credit Lyonnais New York Branch, Credit Lyonnais Cayman Island Branch, and LTCB Trust 50 Company, as Lenders and NationsBank of Florida, National Association, as Agent and The First National Bank of Boston...

  • Page 50
    ... than sixty (60) days before the day of the meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, postage prepaid, directed to the shareholder at his address as it appears on the records of the Corporation. In the case of a special meeting, the notice...

  • Page 51
    ...address of each shareholder and the number of shares registered in the name of each shareholder, shall be prepared by or for the Secretary and shall be open to the examination of any shareholder for any purpose germane to the meeting, during ordinary business hours, either at a place within the city...

  • Page 52
    ... shall take and sign an oath to execute faithfully the duties of inspector with strict impartiality and according to the best of his or her ability. The inspector or inspectors so appointed -34 or designated shall (i) ascertain the number of shares of capital stock of the Corporation outstanding and...

  • Page 53
    ... thereto in writing. -4- 5 ARTICLE III Directors Section 3.1 Number and Term of Tffice. The business and affairs of the Corporation shall be managed by or under the direction of its Board of Directors. The number of directors that shall constitute the whole Board shall be fixed from time to time by...

  • Page 54
    ... in any other capacity as an officer, agent or otherwise, and receiving compensation therefor. Section 3.11 Resignations. Any director, member of a committee or officer of the Corporation may resign at any time by giving written notice thereof to the Chairman of the Board or the President. Such...

  • Page 55
    ...absent or disqualified member. Any such committee, to the extent provided in such resolution or resolutions and to the extent permitted by law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may...

  • Page 56
    ... of those business plans and policies The Chairman shall report to the Board, shall preside at meetings of the Board of Directors and of its Executive Committee, and shall have general authority to execute bonds, deeds and contracts in the name of and on behalf of the Corporation. In the...

  • Page 57
    ... violations of federal or state securities laws, rules or regulations, the shares of stock of the Corporation shall be transferrable upon its books by the holders thereof in person or by their duly authorized attorneys or legal representatives, and upon such transfer the old certificates shall...

  • Page 58
    ... or mutilated, and the Board of Directors or the President may require the owner of the lost or destroyed certificate or his or her legal representatives, to give such sum as they may direct to indemnify the Corporation against any expense or loss it may incur on account of the alleged loss of...

  • Page 59
    ... right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Corporation, or is or was serving at the written request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture...

  • Page 60
    ...be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. Section 7.7 Insurance. The Corporation may purchase and ...altered, or repealed, or new bylaws may be adopted by the shareholders or the Board of Directors. -1415

  • Page 61
    Approval of Directors The foregoing Bylaws were adopted by the Directors of Republic Industries, Inc., a Delaware corporation, on the 12th day of February 1996. Secretary -15-

  • Page 62
    ... BANK OF BROWARD COUNTY, N.A., CREDIT LYONNAIS NEW YORK BRANCH CREDIT LYONNAIS CAYMAN ISLAND BRANCH, and LTCB TRUST COMPANY, as Lenders and NATIONSBANK OF FLORIDA, NATIONAL ASSOCIATION, as Agent and THE FIRST NATIONAL BANK OF BOSTON, as Co-Agent December 19, 1995 2 TABLE OF CONTENTS Page ARTICLE...

  • Page 63
    ... Letters of Credit . . Reimbursement ...Letter of Credit Fee Administrative Fees ...38 38 41 42 ARTICLE IV Yield Protection and Illegality 4.01 4.02 4.03 Additional Costs ...Suspension of Loans ...Illegality ...43 44 45 i 3 Page ---4.04 4.05 4.06 Compensation ...Alternate Loan and Lender ...Taxes...

  • Page 64
    ... Form of Borrowing Notice--Loans ...Form of Competitive Bid Note ...Form of Guaranty Agreements ...Permitted Acquisitions Certificate ...Form of Revolving Credit Notes ...Interest Rate Selection Notice ...Form of Competitive Bid Quote Request ...Form of Competitive Bid Quote ...Form of Opinion of...

  • Page 65
    ...CREDIT FACILITIES AND REIMBURSEMENT AGREEMENT, dated as of December 19, 1995 (the "Agreement"), is made by and among: REPUBLIC INDUSTRIES, INC., a Delaware corporation having its principal place of business in Ft. Lauderdale, Florida (the "Borrower"); and NATIONSBANK OF FLORIDA, NATIONAL ASSOCIATION...

  • Page 66
    ...Date through the date of receipt by the Agent of a Compliance Certificate in respect of the fiscal period of the Borrower and its Subsidiaries ending December 31, 1995, 5/16% per annum in the case of a Eurodollar Loan and 0% in the case of a Base Rate Loan, and (ii) thereafter that percent per annum...

  • Page 67
    ...to the Base Rate; "Board" means the Board of Governors of the Federal Reserve System (or any successor body); "Borrower's Account" means a demand deposit account number 3750682241, or any successor account with the Agent, which may be maintained at one or more offices of the Agent or an agent of the...

  • Page 68
    ... with Generally Accepted Accounting Principles as in effect from time to time including Statement No. 13 of the Financial Accounting Standards Board and any successor thereof; "Closing Date" means the date as of which this Agreement is executed by the Borrower, the Lenders and the Agent; "Code...

  • Page 69
    ... (including, without limitation, fees payable in respect of a Swap Agreement) payable in connection with the incurrence of Indebtedness to the extent included in interest expense and (iii) the portion of any liabilities incurred in connection with Capital Leases allocable to interest expense, all...

  • Page 70
    ...) of such Person in accordance with Generally Accepted Accounting Principles applied on a Consistent Basis, including Statement No. 5 of the Financial Accounting Standards Board, and any obligation of such Person guaranteeing or in effect guaranteeing any Indebtedness, dividend or other obligation...

  • Page 71
    ...debt obligations of the Federal Home Loan Mortgage Corporation; (ii) consolidated debt obligations, and obligations secured by a letter of credit, of the Federal Home Loan Banks; and (iii) debt obligations and mortgage-backed securities of the Federal National Mortgage Association which have not had...

  • Page 72
    ... Day" means a Business Day on which the relevant international financial markets are open for the transaction of the business contemplated by this Agreement in London, England and New York, New York; "Eurodollar Competitive Rate" means, for the Interest Period for any Competitive Bid Rate Loan...

  • Page 73
    ... in Section 9.01 hereof; "Existing Letters of Credit" means those Letters of Credit issued by the Co-Agent and/or NationsBank of South Carolina, N.A. which are outstanding on the Closing Date and described in Schedule 1.01 attached hereto; "Facility Fee" means (i) from the Effective Date through the...

  • Page 74
    ... limited to, conditional sales or similar title retention agreements) and undrawn amounts of letters of credit; "Generally Accepted Accounting Principles" means those principles of accounting set forth in pronouncements of the Financial Accounting Standards Board, the American Institute of Certified...

  • Page 75
    ...per annum rate of interest determined by the office of the Agent or, in the case of a Competitive Bid Loan, any Lender, then determining such rate (each such determination to be conclusive and binding) as of two Euro Business Days prior to the first day of such Interest Period, as the effective rate...

  • Page 76
    ... Euro Business Day). "Issuing Bank" or "Issuing Banks" means any of NationsBank and, in the case of the Existing Letters of Credit only, The First National Bank of Boston or NationsBank of South Carolina, N.A., as issuers of Letters of Credit; "LC Account Agreement" means the LC Account Agreement...

  • Page 77
    ...conditional sale agreement, financing lease, or other arrangement pursuant to which title to the property has been retained by or vested in some other Person for security purposes; "Loan" or "Loans" means any of the Revolving Credit Loans or Swing Line Loans or Competitive Bid Loans; "Loan Documents...

  • Page 78
    ... terms hereof or the liability of the Co-Agent in respect of Existing Letters of Credit; "Permitted Acquisition" means an acquisition of a Person or the assets of a Person effected with the consent and approval of the Board of Directors or other applicable governing body of such Person and the duly...

  • Page 79
    ... or the lowest rate of interest offered by the Agent; "Principal Office" means the office of the Agent at Independence Center, Charlotte, North Carolina 28255, Attention: Corporate Loan Support or such other office and address as the Agent may from time to time designate; "Rate Hedging Obligations...

  • Page 80
    ...Commitment Percentage of Swing Line Loans and Outstanding Letters of Credit and of the Reimbursement Obligations; provided that, if any Lender shall have failed to pay to NationsBank its Applicable Commitment Percentage of any Swing Line Loan or drawing under any Letter of Credit resulting in 19 25...

  • Page 81
    ... of NationsBank and the Lenders with respect to Letters of Credit and Participations and Competitive Bid Loans); "S&P" means Standard & Poor's Rating Group, a division of McGraw-Hill, Inc.; "Single Employer Plan" means any employee pension benefit plan covered by Title IV of ERISA and in respect...

  • Page 82
    ... computation is required to be made, for the purpose of this Agreement, such determination or calculation shall, to the extent applicable, be made in accordance with Generally Accepted Accounting Principles applied on a Consistent Basis except insofar as: (a) the Borrower shall have elected...

  • Page 83
    ... of $100,000. (c) Advances and Rate Selection. (i) An Authorized Representative shall give the Agent (1) at least three (3) Euro Business Days' irrevocable telephonic notice of each Eurodollar Loan (whether representing an additional borrowing hereunder or the conversion of borrowing hereunder from...

  • Page 84
    ...funds at the Principal Office. The amount so received by the Agent shall, subject to the terms and conditions of this Agreement, be made available to the Borrower by delivery of the proceeds thereof to the Borrower's Account or otherwise as shall be directed in the applicable Borrowing Notice by the...

  • Page 85
    ... Bid Loans, it shall give the Agent and the Lenders 26 32 notice (a "Competitive Bid Quote Request") to be received no later than 11:00 a.m. Charlotte, North Carolina time on (A) the fourth Business Day prior to the date of borrowing proposed therein, in the case of a Competitive Bid Quote Request...

  • Page 86
    ..., North Carolina time on (A) the third Business Day prior to the proposed date of borrowing, in the case of a Competitive Bid Quote Request for Competitive Bid Loans at the Eurodollar Competitive Rate or (B) the Quotation Date, in the case of a Competitive Bid Quote Request for Competitive Bid Loans...

  • Page 87
    ...) or (B) in the case of a Competitive Bid Loan at a Eurodollar Competitive Rate, the third Business Day prior to the proposed date of borrowing), notify the Agent and Lenders of (A) the aggregate principal amount of the Competitive Bid Borrowing for which Competitive Bid Quotes have been received as...

  • Page 88
    ... may request the Agent to receive the Competitive Bid Quotes, in which event the Agent shall (A) in the case of a Competitive Bid Loan at the Absolute Rate, as promptly as practicable after the Competitive Bid Quote is submitted (but in no event later than 10:00 a.m., Charlotte, North Carolina time...

  • Page 89
    ... pay to the Agent for the account of the Agent a bid administration fee of $1,500.00. 2.03 Payment of Interest. (a) The Borrower shall pay interest (i) to the Agent at the Principal Office for the account of each Lender on the outstanding and unpaid principal amount of each Revolving Credit Loan...

  • Page 90
    ... on the last day of the Interest Period therefor, or earlier as herein expressly provided. The principal amount of Eurodollar Loans and Competitive Bid Loans may only be prepaid at the end of the applicable Interest Period, unless the Borrower shall pay to the Agent for the account of the Lenders...

  • Page 91
    ...and interest on the Loans (other than Competitive Bid Loans and Swing Line Loans) and the fees described in Sections 2.12 and 2.13 hereof shall be made to the Agent in the aggregate amount payable to the Lenders for the account of the Lenders pro rata based on their Applicable Commitment Percentages...

  • Page 92
    ... Borrower agrees to pay to the Agent, for the pro rata benefit of the Lenders based on their Applicable Commitment Percentages of the Revolving Credit Facility, the Facility Fee. Such payments of fees provided for in this Section 2.12 shall be due in arrears on the last Business Day of each December...

  • Page 93
    ...shall agree otherwise. (i) On each Business Day, in the absence of contrary instructions from the Borrower (by telephone confirmed in writing), NationsBank shall make a Swing Line Loan by funding the Borrower's Account with NationsBank through credits to such account to the extent necessary based on...

  • Page 94
    ... agrees to pay to the Agent and NationsBank such other fees as may be agreed to in a separate writing or writings. 37 43 ARTICLE III Letters of Credit 3.01 Letters of Credit. NationsBank agrees, subject to the terms and conditions of this Agreement, upon request and for the account of Borrower...

  • Page 95
    ...of Article II, make a Revolving Credit Loan bearing interest at the Base Rate to the Borrower by paying to the Agent for the account of the Issuing Bank at the Principal Office in Dollars and in immediately available funds, an amount equal to its Applicable Commitment Percentage of any drawing under...

  • Page 96
    ... applications for any Letter of Credit, including, under the following circumstances: (i) any lack of validity or enforceability of the Letter of Credit, the obligation supported by the Letter of Credit or any other agreement or instrument relating thereto (collectively, the "Related Documents...

  • Page 97
    ...the issuance of a Letter of Credit under this Agreement. Such fees shall be calculated on the basis of a year of 365-366 days for the actual number of days elapsed. 3.04 Administrative Fees. The Borrower shall pay to the Issuing Bank such administrative fee and other fees, if any, in connection with...

  • Page 98
    ... in amounts receivable and returns being herein called "Additional Costs"), resulting from any Regulatory Change which: (i) changes the basis of taxation of any amounts payable to such Lender under this Agreement or the Notes in respect of any of such Loans or Letters of Credit (other than taxes...

  • Page 99
    ... Rate Loan or Competitive Bid Loan at an Absolute Rate from the Lender(s) who are subject to such suspension, as to Eurodollar Loans and Base Rate Loans, in each case in the respective amounts based on the Lenders' respective Revolving Credit Commitments and Reserve Line Commitments, as applicable...

  • Page 100
    ... the last day(s) of the then current Interest Period(s) for outstanding Eurodollar Loans, as applicable, convert such Eurodollar Loans into another Eurodollar Loan which is not subject to the same or similar condition, or Base Rate Loans. The Agent or such Lender, as the case may be, shall give the...

  • Page 101
    ...virtue of the activities of such Lender or the Agent pursuant to or in respect of this Agreement or any other Loan Document), (iii) any withholding taxes payable with respect to payments hereunder or under any other Loan Document under laws (including, without limitation, any statute, treaty, ruling...

  • Page 102
    ... following: (a) executed originals of each of this Agreement, the Notes and the other Loan Documents, together with all schedules and exhibits hereto and thereto; (b) favorable written opinions of special counsel to the Borrower and the Guarantors dated the Closing Date, addressed to the Agent and...

  • Page 103
    ...executing the Loan Documents on behalf of such Person, certified by the secretary or assistant secretary or other appropriate official of the Borrower or such Guarantor, as applicable; (e) the charter documents or documents of establishment of the Borrower and each Guarantor certified as of a recent...

  • Page 104
    ...50 56 Application and Agreement for Letter of Credit in form and content acceptable to NationsBank together with such other instruments and documents as it shall request; (d) at the time of each such Advance, Swing Line Loan or issuance of each Letter of Credit, as the case may be, and after giving...

  • Page 105
    ... and perform the Guaranty and the other Loan Documents to which it is a party; and (v) when executed and delivered, each of the Loan Documents to which Borrower or any Guarantor is a party will be the legal, valid and binding obligation or agreement, as the case may be, of such Borrower or Guarantor...

  • Page 106
    ...are Solvent after giving effect to the transactions contemplated by this Agreement and the other Loan Documents. (d) Subsidiaries and Stockholders. Borrower has no Subsidiaries other than those Persons listed as Subsidiaries in Schedule 6.01(d) hereto; Schedule 6.01(d) to this Agreement states as of...

  • Page 107
    ..., except for (x) the transfer restrictions and Liens described in Schedule 6.01(g) attached hereto, and (y) Liens permitted under Section 8.05 hereof; (h) Taxes. The Borrower and its Subsidiaries have filed or caused to be filed all federal, state, local and foreign tax returns which are required to...

  • Page 108
    ..., trademark, trade secrets and confidential commercial or proprietary information, trade name, copyright, rights to trade secrets or other proprietary rights of any other Person; (n) No Untrue Statement. Neither this Agreement nor any other Loan Document or certificate or document executed and...

  • Page 109
    ... the transactions contemplated by, this Agreement or the other Loan Documents or if so, such consent, approval, authorization, filing, registration or qualification has been obtained or effected, as the case may be; (p) Benefit Plans. (i) None of the employee benefit plans maintained at any time by...

  • Page 110
    ... as disclosed on Schedule 6.01(j) hereto, the Borrower and all Subsidiaries are in compliance in all material respects with all applicable laws, rules and regulations pertaining to labor or employment matters, including without limitation those pertaining to wages, hours, occupational safety and...

  • Page 111
    ... by the Borrower to its shareholders, bondholders or the financial community in general, and (iii) any management letter or other report submitted to the Borrower or any of its Subsidiaries by independent accountants in connection with any annual, interim or special audit of the Borrower or any of

  • Page 112
    ... insurance policies to be in form satisfactory to the Agent, and (iii) maintain insurance under all applicable workers' compensation laws (or in the alternative, maintain required reserves if self-insured for workers' compensation purposes). 7.06 True Books. Keep true books of record and account in...

  • Page 113
    ... or the Agent at the Lender's or Agent's expense, as the case may be, to visit and inspect any of the properties, corporate books and financial reports of the Borrower and its Subsidiaries, and to discuss their respective affairs, finances and accounts with their principal officers and independent...

  • Page 114
    ... the Borrower or applicable Subsidiary proposes to take with respect thereto, together with a copy of the notice of such reportable event given to the Pension Benefit Guaranty Corporation or a statement that said notice will be filed with the annual report of the United States Department of Labor...

  • Page 115
    ... required by such charter documents, bylaws or by applicable laws, of the shareholders or partners) of such Subsidiary authorizing the actions and the execution and delivery of documents described in clause (i) of this Section 7.19 and evidence satisfactory to the Agent (confirmation of the receipt...

  • Page 116
    ...Agent or the Lenders in connection with this Agreement or any Swap Agreement; (iii) the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business; (iv) secured... Generally Accepted Accounting Principles; (iii) Liens on property securing ...

  • Page 117
    ... Generally Accepted Accounting Principles; (v) Liens incurred or deposits made in the ordinary course of business (including, without limitation, surety bonds and appeal bonds) in connection with workers' compensation, unemployment insurance and other types of social security benefits or to secure...

  • Page 118
    ... limitation, the purchase, sale, leasing or exchange of property, real or personal, or the rendering of any service, with any Affiliate of the Borrower, except (a) that such Persons may render services to the Borrower or its Subsidiaries for compensation at the same rates generally paid by Persons...

  • Page 119
    ...of any amount of interest on any Loan or of any fees or other amounts payable to the Lenders, the Agent or NationsBank under the Loan Documents on the date on which the same shall be due and payable and such failure to pay shall continue for a period of three days; or (c) if default shall be made in...

  • Page 120
    ... other statement of fact contained herein or any other Loan Document or in any writing, certificate, report or statement at any time furnished to the Agent or any Lender by or on behalf of the Borrower or any Guarantor pursuant to or in connection with this Agreement or the other Loan Documents, or...

  • Page 121
    ...substantial part of its properties, which control is not relinquished within sixty (60) days; or if there is commenced against the Borrower or any Subsidiary any proceeding or petition seeking reorganization, arrangement or similar relief under the federal bankruptcy laws or any other applicable law...

  • Page 122
    ...the owners of more than 35% of the outstanding voting securities of the Borrower as of the Effective Date having voting rights in the election of directors, shall own or control, directly or indirectly, more than 35% of the outstanding securities (on a fully diluted basis and taking into account any...

  • Page 123
    ... shall forthwith deposit and pay such amounts and such amounts shall be held by the Agent pursuant to the terms of the applicable Application and Agreement for Letter of Credit; (C) the Agent and the Lenders shall have all of the rights and remedies available under the Loan Documents or under...

  • Page 124
    ...by applicable law. 74 80 75 81 ARTICLE X The Agent 10.01 Appointment. Each Lender (including NationsBank in its capacity as maker of Swing Line Loans and as issuer of the Letters of Credit) hereby irrevocably designates and appoints NationsBank as the Agent of the Lenders under this Agreement, and...

  • Page 125
    ... by the Borrower or any of its Subsidiaries, or any officer or representative thereof contained in this Agreement or in any of the other Loan Documents, or in any certificate, report, statement or other document referred to or provided for in or received by the Agent under or in connection with this...

  • Page 126
    ... for notices, reports and other documents expressly required to be furnished to the Lenders by the Agent hereunder, the Agent shall not have any duty or responsibility to provide any Lender with any credit or other information concerning the affairs, financial condition or business of the Borrower...

  • Page 127
    ... document executed pursuant to this Agreement; provided, however that in such event all provisions of this Agreement and the Loan Documents, shall remain in full force and effect. After any retiring Agent's resignation hereunder as Agent, the provisions of this Article X shall inure to its benefit...

  • Page 128
    ...this Agreement applicable to the rights so assigned; provided that such assignor shall not be released from liability to the Borrower for any acts or omissions of such assignor prior to such assignment. Any Lender who makes an assignment shall pay to the Agent a one-time administrative fee of $2,500...

  • Page 129
    ... the case of telex, verification by return) at the address set forth below or such other address as such party shall specify to the other parties in writing, or if sent prepaid by certified or registered mail return receipt requested on the third Business Day after the day on which mailed, addressed...

  • Page 130
    ... Letters of Credit: 82 88 NationsBank of Florida, National Association NationsBank Corporate Center 100 North Tryon Street Charlotte, North Carolina 28255 Attention: Letter of Credit Department Telephone: (704) 386-____ Telefacsimile: (704) 386-____ (d) if to the Lenders: At the addresses set forth...

  • Page 131
    ... any rights under this Agreement and the other Loan Documents, including without limitation, the reasonable fees and disbursements of their counsel and any payments in indemnification or otherwise payable by the Lenders to the Agent pursuant to the Loan Documents, (c) to pay, indemnify and hold the...

  • Page 132
    ...or omission on any Lender's or the Agent's part in exercising any right, remedy or option shall operate as a waiver of such or any other right, remedy or option or of any Default or Event of Default. 11.07 Counterparts. This Agreement may be executed in any number of counterparts, each of which when...

  • Page 133
    ...FEDERAL COURTS OF FLORIDA FOR THE PURPOSES OF RESOLVING DISPUTES HEREUNDER OR FOR THE PURPOSES OF COLLECTION. 11.11 Indemnification. (a) In consideration of the execution and delivery of this Agreement by the Agent and each Lender and the extension of the Letter of Credit Commitments, the Swing Line...

  • Page 134
    ... or to be financed in whole or in part, directly or indirectly, with the proceeds of any Loan or supported by any Letter of Credit, except for any such Indemnified Liabilities arising for the account of a particular Indemnified Party by reason of the final adjudication of bad faith, gross negligence...

  • Page 135
    ... Indemnified Party shall not settle such lawsuit or enforcement action without giving 20 days' prior written notice of such settlement and its terms to the indemnifying party. 11.12 Headings and References. The headings of the Articles and Sections of this Agreement are inserted for convenience of...

  • Page 136
    ... in connection with the contemplated transfer or assignment of any of the Loans or participations or as required or requested by any legal process or applicable regulatory agency or to its attorneys or accountants in the ordinary course of business; provided that, unless specifically prohibited...

  • Page 137
    - ------------------------ 91

  • Page 138
    ...Subsidiary(1 Republic Waste Management Co. (2) Hudson Management Corporation(3) The Denver Fire Reporter & Protective Co. State of Incorporation Delaware Florida Additional Business Names None None Colorado Denver Burglar Alarm, Inc. Denver Burglar Alarm Company Denver Burglar Alarm Products...

  • Page 139
    ...CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS As independent certified public accountants, we hereby consent to the incorporation of our reports included (or incorporated by ..., and 333-01757) and S-8 (Registration No. 33-93742). ARTHUR ANDERSEN LLP Fort Lauderdale, Florida, March 26, 1996.

  • Page 140
    ...-AND-EQUITY> YEAR DEC-31-1995 JAN-01-1995 DEC-31-1995 159,753 0 34...