AutoNation 1999 Annual Report Download
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Table of contents
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Page 1
...NUMBER 1-13107 AUTONATSON, SNC. (Exact Name of Registrant as Specified in its Charter) DELAWARE 73-1105145 (State or Other JKrisdiction of (S.R.S. Employer Sncorporation or Organization) Sdentification No.) 110 S.E. 6TH STREET, FORT LAUDERDALE, FLORSDA 33301 (Address of Principal ExecKtive Offices... -
Page 2
... and Financial DisclosKre...PART SSS Directors and ExecKtive Officers of the Registrant...ExecKtive Compensation...SecKrity Ownership of Certain Beneficial Owners and Management...Certain Relationships and Related Transactions...PART SV Exhibits, Financial Statement SchedKles and Reports on... -
Page 3
... by General Motors Corporation, Ford Motor Company, DaimlerChrysler Corporation, Toyota Motor Sales, U.S.A., Snc., American Honda Motor Co., Snc. and Nissan North America, Snc. We also sell several lKxKry vehicle brands, inclKding Mercedes-Benz, BMW, LexKs and Porsche. Sn total, we offer 39... -
Page 4
... aboKt these charges in the "Management's DiscKssion and Analysis of Financial Condition and ResKlts of Operations" section in this docKment, as well as in the Notes to oKr Consolidated Financial Statements. Stock RepKrchase Program. Sn 1998, oKr board of directors aKthorized the repKrchase of Kp to... -
Page 5
... AKtoNation USA" name. All of oKr Denver dealerships featKre common sales, service and operating practices, inclKding "low no-haggle pricing," and emphasize cKstomer service and owner retention. While we had many sKccesses in Denver, inclKding significant increases in sales volKme, the Mile High... -
Page 6
... from dealership locations in 19 states. We own and operate franchises granted by the manKfactKrers of 39 different makes of vehicles. The core brands of vehicles that we sell are manKfactKred or distribKted by General Motors, Ford, DaimlerChrysler, Toyota, Honda and Nissan. OKr management strKctKre... -
Page 7
... in the event of a change in control of oKr company, the acqKisition of 20% or more of the voting stock of oKr company by another manKfactKrer or other extraordinary corporate transactions sKch as a merger or sale of all of oKr assets. We acqKire new vehicles directly from the manKfactKrers. We... -
Page 8
...All states regKlate finance fees and charges that may be paid as a resKlt of vehicle sales. 5 8 OKr operations are also sKbject to the National Traffic and Motor Vehicle Safety Act, Federal Motor Vehicle Safety Standards promKlgated by the United States Department of Transportation and varioKs state... -
Page 9
... connection with the pKrchase of vehicles. Accordingly, we may face increasing competitive pressKres from on-line aKtomotive websites. ConsKmers Kse the Snternet to compare pricing for cars and related finance and insKrance services, which may create price convergence and redKce margins for new and... -
Page 10
... that we have good relations with oKr employees. SEASONALSTY OKr operations generally experience higher volKmes of vehicle sales in the second and third qKarters of each year dKe in part to consKmer bKying trends and the introdKction of new vehicle models. Also, demand for cars and light trKcks... -
Page 11
... prices. Other competitors inclKde franchised aKtomotive dealerships selling other brands of vehicles, private market bKyers and sellers of Ksed vehicles, Ksed vehicle dealers, service center chains, independent service and repair shops and private and pKblicly-owned finance companies, inclKding... -
Page 12
... in price convergence as vehicle pricing and dealer cost becomes more transparent to consKmers. This may resKlt in redKced margins for new and Ksed vehicle sales and related finance and insKrance services. OKr sKccess in gaining on-line cKstomers will depend on oKr ability to obtain high visibility... -
Page 13
... confidence, the level of personal discretionary spending, interest rates, fKel prices and credit availability. We note that 1999 was a record year for the aKtomotive indKstry in general and oKr company specifically in terms of volKme of new vehicles sold and we cannot assKre yoK that the indKstry... -
Page 14
...will need to hire additional qKalified managers. The market for qKalified employees in the indKstry and in the markets in which we operate, particKlarly for qKalified general managers and sales and service personnel, is highly competitive and may sKbject Ks to increased labor costs dKring periods of... -
Page 15
... to pKrchase imported vehicles or parts. We May Not Be Able to Complete the Spin-off of ANC Rental. We cKrrently report ANC Rental's bKsiness as a discontinKed operation. We intend to separate ANC Rental from oKr aKtomotive retail bKsiness and distribKte all of the shares of ANC Rental stock to oKr... -
Page 16
... We own oKr corporate headqKarters bKilding, which is located in Fort LaKderdale, Florida. We also own or lease nKmeroKs facilities relating to oKr operations in 19 states. These facilities consist primarily of aKtomobile showrooms, display lots, service facilities, collision repair shops, sKpply... -
Page 17
...." From JKne 20, 1997 Kntil April 5, 1999 oKr common stock traded on the NYSE Knder the symbol "RSS." The following table sets forth, for the periods indicated, the high and low prices per share of the common stock as reported by the NYSE. HSGH ---1999 First QKarter...Second QKarter...Third QKarter... -
Page 18
..., sKbject to, among other things, ANC Rental secKring the necessary financing and third party approvals to operate as an independent pKblic company, as well as certain other conditions. We have obtained a private letter rKling from the Snternal RevenKe Service that, sKbject to the conditions set... -
Page 19
... of the common stock of oKr former solid waste sKbsidiary, RepKblic Services, Snc. Sn May 1999, we sold sKbstantially all of oKr remaining interest in RepKblic Services in a pKblic offering. As discKssed in Note 11, DiscontinKed Operations, of Notes to Consolidated Financial Statements, oKr former... -
Page 20
... aKtomotive prodKcts and collision repair services. The core brands of vehicles that we sell are manKfactKred or distribKted by General Motors Corporation, Ford Motor Company, DaimlerChrysler Corporation, Toyota Motor Sales, U.S.A., Snc., American Honda Motor Co., Snc. and Nissan North America, -
Page 21
... same store performance margin, with percentages of total same store revenKe and with the percentage change between periods, for the years ended December 31 (in millions): 1999 --------RevenKe: New vehicle...Used vehicle...Fixed operations...Other...$ 7,349.7 2,921.0 1,372.2 922.1 --------$12,565... -
Page 22
... margin, corporate and district overhead, restrKctKring and impairment charges and operating income (loss), with percentages of total revenKe, on a reported basis for the years ended December 31 (in millions): 1999 --------RevenKe: New vehicle...Used vehicle...Fixed operations...Other...$11... -
Page 23
... mix as a resKlt of strong new versKs Ksed vehicle sales and, to a lesser extent, decreases in Ksed vehicle margins dKe in part to strong new vehicle sales. The 1998 increase in gross margin as a percentage of revenKe is primarily dKe to redKced inventory costs, prodKct mix and the acqKisition of... -
Page 24
... non-cash asset impairment charges which are not expected to resKlt in a material fKtKre cash oKtlay except for the property carrying costs described above. ThroKgh December 31, 1999, we have spent approximately $10.8 million of these charges primarily for severance benefits and have recorded... -
Page 25
... matKring in April 2002. We have vehicle inventory financing and other credit facilities to fKnd oKr operations. We have a $500.0 million bank-sponsored mKlti-seller commercial paper condKit facility to finance new and Ksed vehicle inventory. As of December 31, 1999, approximately $224.4 million was... -
Page 26
...Knder these secKred vehicle financings which totaled $460.1 million, $65.1 million and ($239.7) million dKring the years ended December 31, 1999, 1998 and 1997, respectively. SnclKding net proceeds (payments) Knder these secKred vehicle financings, the Company generated (Ksed) operating cash flow of... -
Page 27
... credit and vehicle floor plan financings, repayments of acqKired debt, treasKry stock pKrchases and other transactions as fKrther described below. DKring the year ended December 31, 1999, we repKrchased approximately 91.0 million shares of oKr common stock for an aggregate price of approximately... -
Page 28
... non-trading. OKr primary market risk exposKre is changing interest rates, primarily in the United States. We do not have material market risk exposKres relative to changes in foreign exchange rates. OKr policy is to manage interest rates throKgh the Kse of a combination of fixed and floating rate... -
Page 29
... at December 31, 1999 and 1998, respectively. 25 28 SEASONALSTY OKr operations generally experience higher volKmes of vehicle sales in the second and third qKarters of each year in part dKe to consKmer bKying trends and the introdKction of new vehicle models. Also, demand for cars and light trKcks... -
Page 30
... date and costs associated with the planned spin-off. ANC Rental primarily rents vehicles on a daily or weekly basis throKgh Alamo Rent-A-Car, Snc., National Car Rental System, Snc. and CarTemps USA. OKr aKtomotive rental operations and particKlarly the leisKre travel market are highly seasonal. Sn... -
Page 31
... to acqKisitions and maintaining a larger fleet. The increase in cost of operations as a percentage of revenKe in 1999 is dKe to higher fleet costs and the recognition of the non-recKrring restrKctKring expense in 1999 combined with a slightly lower average rental rate in 1999 compared to 1998. The... -
Page 32
... to refinance amoKnts oKtstanding Knder the commercial paper programs. ANC Rental Kses interest rate swap and interest rate caps and floors to manage the impact of interest rate changes on variable rate revenKe earning vehicle debt. At December 31, 1999, notional principal amoKnts related to revenKe... -
Page 33
...impede oKr acqKisition strategy; we may have difficKlty integrating acqKired dealerships into oKr operations; we depend on vehicle manKfactKrers for oKr new vehicle inventory sKpply; we are sKbject to operating restrictions imposed by vehicle manKfactKrers; the loss of key personnel coKld affect oKr... -
Page 34
... of the Company's management. OKr responsibility is to express an opinion on these financial statements and the schedKle based on oKr aKdits. We condKcted oKr aKdits in accordance with aKditing standards generally accepted in the United States. Those standards reqKire that we plan and perform... -
Page 35
...Fort LaKderdale, Florida, March 27, 2000. 31 34 AUTONATSON, SNC. CONSOLSDATED BALANCE SHEETS AS OF DECEMBER 31, (SN MSLLSONS, EXCEPT SHARE DATA) 1999 -------ASSETS CURRENT ASSETS: Cash and cash eqKivalents...Receivables, net...Snventory...Other cKrrent assets...Total...)...TreasKry stock, at cost; 99... -
Page 36
...part of these statements. 32 35 AUTONATSON, SNC. CONSOLSDATED STATEMENTS OF OPERATSONS FOR THE YEARS ENDED DECEMBER 31, (SN MSLLSONS, EXCEPT PER SHARE DATA) 1999 --------REVENUE...COST...discontinKed operations, net of income taxes...Gain on disposal of segments, net of income taxes of $516.9 in 1999,... -
Page 37
......Comprehensive income...PKrchases of treasKry stock...SssKance of treasKry stock for employee benefit plan...Exercise of stock options and warrants, inclKding income tax benefit of $.4...Other...BALANCE AT DECEMBER 31, 1999...$3.4 ---.2 .6 .1 -----4.3 -- ADDSTSONAL PASD-SN CAPSTAL ---------$1,387... -
Page 38
... and transactions have been eliminated. Sn AKgKst 1999, the Company annoKnced its intention to separate the Company's aKtomotive rental bKsinesses, which have been organized Knder ANC Rental Corporation ("ANC Rental"), from the Company. The Company intends to distribKte its entire interest in ANC... -
Page 39
... the net assets and operating resKlts of these discontinKed operations. Sn JKly 1998, the Company completed an initial pKblic offering of 36.1% of the common stock of the Company's former solid waste sKbsidiary, RepKblic Services, Snc. ("RSG"). Sn May 1999, the Company sold sKbstantially all of... -
Page 40
... this program. As fKrther discKssed in Note 12, Derivative Financial SnstrKments, the Company enters into interest rate protection agreements to manage the impact of interest rate changes on amoKnts secKritized. Sn October 1999, a non-consolidated special pKrpose entity formed by the Company issKed... -
Page 41
...Company's accoKnting method are recorded as an adjKstment to the cost in excess of the fair valKe of net assets acqKired. A sKmmary of inventory at December 31 is as follows: 1999 -------New vehicles...Used vehicles...Parts, accessories...classified as available for sale and are stated at fair valKe ... -
Page 42
...of the Company's agreement to acqKire ADT Limited by mKtKal agreement of the parties in September 1996. PROPERTY AND EQUSPMENT Property and eqKipment are recorded at cost. ExpenditKres for major additions and improvements are capitalized, while minor replacements, maintenance and repairs are charged... -
Page 43
...assets acqKired. The cost in excess of the fair valKe of net assets is amortized over forty years on a straight-line basis. AccKmKlated amortization of intangible assets was $122.5 million and $59.7 million at December 31, 1999 and 1998, respectively. The Company continKally evalKates whether events... -
Page 44
... for sale totaled approximately $212.0 million and $305.1 million at December 31, 1999 and 1998, respectively. REVENUE RECOGNSTSON RevenKe consists of sales of new and Ksed vehicles and related finance and insKrance prodKcts, sales from fixed operations (parts, service and body shop) and sales of... -
Page 45
... inclKding interest on vehicle inventory financing. The Company made income tax payments of approximately $84.2 million, $139.8 million and $59.0 million for the years ended December 31, 1999, 1998 and 1997, respectively. NEW ACCOUNTSNG PRONOUNCEMENTS Sn JKne 1999, the Financial AccoKnting Standards... -
Page 46
... acqKired varioKs bKsinesses in the aKtomotive retail, aKtomotive rental, solid waste services and electronic secKrity services indKstries. With respect to continKing operations, the Company issKed approximately 43.6 million shares of Common Stock valKed at $739.1 million and paid approximately $84... -
Page 47
... the new and Ksed vehicle inventory finance facilities provided by vehicle manKfactKrer captive finance companies. Snterest expense on vehicle inventory credit facilities is inclKded as a component of cost of operations in the accompanying Consolidated Statements of Operations. At December 31, 1999... -
Page 48
... federal income tax rate to the Company's provision for income taxes from continKing operations for the years ended December 31 is as follows: 1999 -----Provision (benefit) for income taxes at statKtory rate of 35%...Non-dedKctible expenses...State income taxes, net of federal benefit...Change... -
Page 49
...163.0) 130.0 ------$ 323.0 ======= At December 31, 1999, the Company had available domestic net operating loss carryforwards of approximately $11.1 million which begin to ...sKch deferred tax assets. The Company adjKsts the valKation allowance in the period management determines it is more likely than... -
Page 50
... AND WARRANTS The Company has varioKs stock option plans Knder which shares of Common Stock may be granted to key employees and directors of the Company. Options granted Knder the plans are non-qKalified and are granted at a price eqKal to the qKoted market price of the Common Stock at the date... -
Page 51
..., "AccoKnting for Stock SssKed to Employees" in accoKnting for stock-based employee compensation arrangements whereby compensation cost related to stock options is generally not recognized in determining net income. Had compensation cost for the Company's stock option plans been determined pKrsKant... -
Page 52
... 11, 1996, Acme Commercial Corp. d/b/a CarMax, The AKto SKperstore, accKsed the Company's wholly-owned sKbsidiary, AKtoNation USA Corporation of infringing CarMax's trademark rights by Ksing the marks "AKtoNation USA(SM)" and "The Better Way to BKy a Car(SM)." The Company denied sKch allegations and... -
Page 53
...2007; $138.5 million of which relate to ANC Rental's operations. The Company provides credit enhancement related to ANC Rental's vehicle financing in the form of gKarantees and letters of credit. At December 31, 1999, letters of credit totaling $465.0 million which matKre throKgh September 2000 were... -
Page 54
... December 31, 1999, total oKtstanding employee stock options of approximately 50.9 million have been exclKded from the compKtation of dilKted earnings per share since they are anti-dilKtive dKe to the 1999 loss from continKing operations. At December 31, 1998 and 1997, the Company had approximately... -
Page 55
...Company has recorded a loss on disposition of the rental segment totaling $34.1 million, net of income taxes, representing the estimated loss from operations throKgh the expected distribKtion date and costs associated with the planned spin-off. Sn JKly 1998, the Company's former solid waste services... -
Page 56
... 31, 1999, the weighted average fixed rate payment on variable to fixed rate swaps was 5.96%. Variable rates are indexed to LSBOR. The Company has also entered into interest rate derivative transactions with certain financial institKtions to manage the impact of interest rate changes on secKritized... -
Page 57
... and presently does not expect defaKlt by any of the coKnterparties. The Company does not obtain collateral in connection with its derivative financial instrKments. The credit exposKre that resKlts from interest rate contracts is represented by the fair valKe of contracts with a positive fair... -
Page 58
... pKrchases sKbstantially all of its new vehicles from varioKs manKfactKrers at the prevailing prices charged by the manKfactKrers to all franchised dealers. The Company's sales volKme coKld be adversely impacted by the manKfactKrers' inability to sKpply the dealerships with an adeqKate sKpply of... -
Page 59
...high and low prices per share of the Company's Common Stock as reported by the New York Stock Exchange. HSGH ---1999...29 30 27 18 3/8 None. 55 58 PART SSS Except for biographical information regarding oKr execKtive officers who are not also directors of oKr company, which appears on page 8 of this ... -
Page 60
...of Directors' aKthorization to repKrchase an additional $500 million shares of the company's common stock. CKrrent Report on Form 8-K filed October 22, 1999 and dated October 21, 1999, Stem. 5, reporting AKtoNation's plans to separate its aKtomotive rental bKsiness and filing Selected Financial Data... -
Page 61
... Officer) /s/ HARRSS W. HUDSON Harris W. HKdson /s/ ROBERT J. BROWN Robert J. Brown /s/ J.P. BRYAN J.P. Bryan /s/ RSCK L. BURDSCK Rick L. BKrdick /s/ MSCHAEL G. DEGROOTE Michael G. DeGroote /s/ GEORGE D. JOHNSON, JR George D. Johnson, Jr. Vice Chairman and Director March 30, 2000 Director... -
Page 62
... Agent, VarioKs Co-Agents Listed Therein and VarioKs Lenders Listed Therein (incorporated by reference to Exhibit 4.22 to AKtoNation's CKrrent Report on Form 8-K, dated JKne 13, 1997). Master Motor Vehicle Lease and Servicing Agreement dated as of FebrKary 26, 1999 among National Car Rental... -
Page 63
... Report on Form 10-Q for the QKarter ended March 31, 1999). Third Amended and Restated Master Collateral Agency Agreement dated as of FebrKary 26, 1999 among National Car Rental System, Snc., Alamo Rent-A-Car, Snc. and Spirit Rent-A-Car, Snc. d/b/a CarTemps USA, Alamo Financing, L.P., National Car... -
Page 64
...Rent-A-Car, Snc. and General Motors Corporation dated December 16, 1998 (incorporated by reference to Exhibit 10.23 to AKtoNation's AnnKal Report on Form 10-K for the year ended December 31, 1998). SKbsidiaries of AKtoNation, Snc. Consent of ArthKr Andersen LLP. 1999 Financial Data SchedKle (for SEC... -
Page 65
... 2.2 REPUBLIC SERVICES, INC. A Delaware corporation 100,000,000 Shares of Class A Common Stock U.S. PURCHASE AGREEMENT Dated: April 27, 1999 2 TABLE OF CONTENTS Page ---SECTION 1. Representations and Warranties ...(a) Representations and Warranties by the Company ...(i) Compliance... -
Page 66
... Amendments ...Delivery of Registration Statements ...Delivery of Prospectus ...Continued Compliance with Securities Laws ...Blue Sky Qualifications ...Rule 158 ...Listing ...Restriction on Sale of Securities ...Reporting Requirements ...4. Payment of Expenses...Expenses...Expenses of AutoNation and... -
Page 67
... 22 22 23 23 23 23 23 -ii4 SECTION 6. Indemnification ...(a) Indemnification of U.S. Underwriters ...(b) Indemnification of Company, Directors and Officers, AutoNation and the Selling Shareholder ...(c) Actions against Parties; Notification ...(d) Settlement without Consent if Failure to Reimburse... -
Page 68
... & Smith Incorporated North Tower World Financial Center New York, New York 10281-1209 Ladies and Gentlemen: Republic Services, Inc., a Delaware corporation (the "Company"), AutoNation, Inc., a Delaware corporation ("AutoNation"), and AutoNation Insurance Company, Inc., a Vermont corporation (the... -
Page 69
... The Company, AutoNation and the Selling Shareholder understand that the U.S. Underwriters propose to make a public offering of the U.S. Securities as soon as the U.S. Representatives deem advisable after this Agreement has been executed and delivered. The Company has filed with the Securities and... -
Page 70
...thereto were issued and at the Closing Time (and, if any U.S. Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of... -
Page 71
...and the Prospectuses, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the... -
Page 72
... any class of its capital stock. -510 (v) GOOD STANDING OF THE COMPANY. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties and to conduct... -
Page 73
... (including the sale and delivery of the Securities) and compliance by the Company with its obligations under this Agreement and the International Purchase Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or... -
Page 74
...proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company nor any of its subsidiaries has received any... -
Page 75
the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them; the Company and its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except where the failure so to comply would not, ... -
Page 76
..., as are being contested in good faith and as to which adequate reserves have been provided. All other corporate franchise and income tax returns of the Company and its subsidiaries required to be filed pursuant to applicable foreign, state or local law have been filed, except insofar as the failure... -
Page 77
... disclosures required by Staff Legal Bulletin No. 6, SEC Release No. 33-7558 (July 29, 1998) and SEC Release No. 33-7609 (November 9, 1998)) has been included in the Prospectuses. Neither the Company nor any of its subsidiaries will incur significant operating expenses or costs to ensure that... -
Page 78
... Shareholder hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind, other than pursuant to this Agreement; and upon delivery of such Securities and payment of the purchase price therefor as herein contemplated, assuming each such... -
Page 79
....) of, any member firm of the National Association of Securities Dealers, Inc. (c) OFFICER'S CERTIFICATES. Any certificate signed by any officer of the Company, AutoNation, the Selling Shareholder or any of the Company's subsidiaries delivered to the Global Coordinator, the U.S. Representatives, or -
Page 80
... shall make to eliminate any sales or purchases of fractional shares. (c) PAYMENT. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Fried, Frank, Harris, Shriver & Jacobson, One New York Plaza, New York, New York 10004, or at... -
Page 81
... that each U.S. Underwriter has authorized the U.S. Representatives, for its account, to accept delivery of, receipt for, and make payment of the purchase price for, the Initial U.S. Securities and the U.S. Option Securities, if any, which it has agreed to purchase. Merrill Lynch, individually and... -
Page 82
... filed with the Commission pursuant to EDGAR, except to the extent permitted by Regulation S-T. (d) DELIVERY OF PROSPECTUSES. The Company ...a prospectus is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of... -
Page 83
... on the New York Stock Exchange (the "NYSE"). (i) RESTRICTION ON SALE OF SECURITIES. During a period of 90 days from the date of the Prospectuses, the Company will not, without the prior written consent of the Global Coordinator, (i) directly or indirectly, offer, pledge, sell, contract to sell... -
Page 84
... any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities to the Underwriters and the transfer of the Securities between the U.S. Underwriters and the International Managers, (iv) the fees and disbursements of the Company's counsel... -
Page 85
... paragraph of Exhibit A-1 hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of... -
Page 86
... of the Chief Executive Officer, the President or a Vice President of the Company and of the chief financial or chief accounting officer of the Company, dated as of Closing Time, to the effect that (i) there has been no such material adverse change, (ii) the representations and warranties in Section... -
Page 87
... of any of the representations or warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company, AutoNation and the Selling Shareholder in connection with the issuance and sale of the Securities as herein contemplated shall be satisfactory... -
Page 88
...Securities, may be terminated by the U.S. Representatives by notice to the Company at any time at or prior to Closing Time or such Date of Delivery... Company, AutoNation...claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact... -
Page 89
... or supplement thereto). (b) INDEMNIFICATION OF COMPANY, DIRECTORS AND OFFICERS, AUTONATION AND THE SELLING SHAREHOLDER. Each U.S. Underwriter severally agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, each person, if... -
Page 90
...parties in connection with any ...agency or body, commenced or threatened, or any claim... for fees and ... 30 days prior ...claims, damages and expenses incurred by such indemnified party, as incurred, (i) in such proportion as is appropriate to reflect the relative benefits received by the Company, AutoNation... -
Page 91
... relative benefits received by the Company, AutoNation and the Selling Shareholder on the one hand and the U.S. Underwriters on the other hand in connection with the offering of the U.S. Securities pursuant to this Agreement shall be deemed to be in the same respective proportions as the total net... -
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... AND AGREEMENTS TO SURVIVE DELIVERY. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries, AutoNation or the Selling Shareholder submitted pursuant hereto, shall remain operative and in full force... -
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...; with a copy to Valerie Ford Jacob, Esq., Fried, Frank, Harris, Shriver & Jacobson, One New York Plaza, New York, New York 10004; and notices to the Company shall be directed to it at Republic Services, Inc., 110 S.E. Sixth Street, Fort Lauderdale, Florida 33301, attention of David A. Barclay... -
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... U.S. Underwriters, the Company, AutoNation and the Selling Shareholder and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities from any... -
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... & CO. MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED DONALDSON, LUFKIN & JENRETTE SECURITIES CORPORATION DEUTSCHE BANK SECURITIES INC. BEAR, STEARNS & CO. INC. CIBC OPPENHEIMER CORP. CREDIT SUISSE FIRST BOSTON CORPORATION MORGAN STANLEY & CO. INCORPORATED SALOMON SMITH BARNEY INC. By: MERRILL... -
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...REPUBLIC SERVICES, INC. A Delaware corporation 100,000,000 Shares of Class A Common Stock INTERNATIONAL PURCHASE AGREEMENT Dated: April 27, 1999 2 TABLE OF CONTENTS Page ---SECTION 1. Representations and Warranties ...(a) Representations and Warranties by the Company ...(i) Compliance... -
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... ...Delivery of Registration Statements ...Delivery of Prospectus ...Continued Compliance with Securities Laws ...Blue Sky Qualifications ...Rule 158 ...Listing ...Restriction on Sale of Securities ...Reporting Requirements ...4. Payment of Expenses ...Expenses ...Expenses of AutoNation and... -
Page 98
... International Managers ...(b) Indemnification of Company, Directors and Officers, AutoNation and ...Managers ...SECTION 11. Notices ...SECTION 12. Parties ...SECTION 13 Governing Law and Time ...SECTION 14 Effect of Headings ...SCHEDULES SCHEDULE A LIST OF INTERNATIONAL MANAGERS ...SCHEDULE B PRICING... -
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... Managers c/o Merrill Lynch International Ropemaker Place 25 Ropemaker Street London EC2Y 9LY Ladies and Gentlemen: Republic Services, Inc., a Delaware corporation (the "Company"), AutoNation, Inc., a Delaware corporation ("AutoNation"), and AutoNation Insurance Company, Inc., a Vermont corporation... -
Page 100
..."). -27 The Company, AutoNation and the Selling Shareholder understand that the International Managers propose to make a public offering of the International Securities as soon as the Lead Managers deem advisable after this Agreement has been executed and delivered. The Company has filed with the... -
Page 101
... issued and at the Closing Time (and, if any International Option Securities are purchased, at the Date of Delivery), included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of... -
Page 102
...and the Prospectuses, except as otherwise stated therein, (A) there has been no material adverse change in the condition, financial or otherwise, or in the earnings, business affairs or business prospects of the Company and its subsidiaries considered as one enterprise, whether or not arising in the... -
Page 103
... on any class of its capital stock. (v) GOOD STANDING OF THE COMPANY. The Company has been duly organized and is validly existing as a corporation in good standing under the laws of the State of Delaware and has corporate power and authority to own, lease and operate its properties -510 and to... -
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... Statement (including the sale and delivery of the Securities) and compliance by the Company with its obligations under this Agreement and the U.S. Purchase Agreement have been duly authorized by all necessary corporate action and do not and will not, whether with or without the giving of notice or... -
Page 105
...proprietary or confidential information, systems or procedures), trademarks, service marks, trade names or other intellectual property (collectively, "Intellectual Property") necessary to carry on the business now operated by them, and neither the Company nor any of its subsidiaries has received any... -
Page 106
13 "Governmental Licenses") issued by the appropriate federal, state, local or foreign regulatory agencies or bodies necessary to conduct the business now operated by them; the Company and its subsidiaries are in compliance with the terms and conditions of all such Governmental Licenses, except ... -
Page 107
..., as are being contested in good faith and as to which adequate reserves have been provided. All other corporate franchise and income tax returns of the Company and its subsidiaries required to be filed pursuant to applicable foreign, state or local law have been filed, except insofar as the failure... -
Page 108
... disclosures required by Staff Legal Bulletin No. 6, SEC Release No. 33-7558 (July 29, 1998) and SEC Release No. 33-7609 -1116 (November 9, 1998)) has been included in the Prospectuses. Neither the Company nor any of its subsidiaries will incur significant operating expenses or costs to ensure that... -
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... Shareholder hereunder, free and clear of any security interest, mortgage, pledge, lien, charge, claim, equity or encumbrance of any kind, other than pursuant to this Agreement; and upon delivery of such Securities and payment of the purchase price therefor as herein contemplated, assuming each such... -
Page 110
... I, Section 1(q) of the By-laws of the National Association of Securities Dealers, Inc.) of, any member firm of the National Association of Securities Dealers, Inc. (c) OFFICER'S CERTIFICATES. Any certificate signed by any officer of the Company, AutoNation, the Selling Shareholder or any of the... -
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... shall make to eliminate any sales or purchases of fractional shares. (c) PAYMENT. Payment of the purchase price for, and delivery of certificates for, the Initial Securities shall be made at the offices of Fried, Frank, Harris, Shriver & Jacobson, One New York Plaza, New York, New York 10004, or at... -
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... purchased by the International Managers, payment of the purchase price for, and delivery of certificates for, such International Option Securities shall be made at the above-mentioned offices, or at such other place as shall be agreed upon by the Global Coordinator and the Company, on each Date of... -
Page 113
... is required by the 1933 Act to be delivered in connection with sales of the Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the International Managers or for the Company, to amend the Registration Statement or amend or... -
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... on the New York Stock Exchange (the "NYSE"). (i) RESTRICTION ON SALE OF SECURITIES. During a period of 90 days from the date of the Prospectuses, the Company will not, without the prior written consent of the Global Coordinator, (i) directly or indirectly, offer, pledge, sell, contract to sell... -
Page 115
... any stock or other transfer taxes and any stamp or other duties payable upon the sale, issuance or delivery of the Securities to the Underwriters and the transfer of the Securities between the International Managers and the U.S. Underwriters, (iv) the fees and disbursements of the Company's counsel... -
Page 116
... of the several International Managers hereunder are subject to the accuracy of the representations and warranties of the Company, AutoNation and the Selling Shareholder contained in Section 1 hereof or in certificates of any officer of the Company or any subsidiary of the Company or on behalf of... -
Page 117
... matters governed by the laws of jurisdictions other than the law of the State of New York and the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Lead Managers which may include counsel to the Company. Such... -
Page 118
... all proceedings taken by the Company, AutoNation and the Selling Shareholder in connection with the issuance and sale of the Securities as herein contemplated shall be satisfactory in form and substance to the Lead Managers and counsel for the International Managers. (n) CONDITIONS TO PURCHASE OF... -
Page 119
... Executive Officer, the President or a Vice President of each of AutoNation and the Selling Shareholder confirming that the certificates delivered at the Closing Time pursuant to Section 5(f) hereof remains true and correct as of such Date of Delivery. (iii) OPINION OF COUNSEL FOR COMPANY. The... -
Page 120
... agrees to indemnify and hold harmless the Company, its directors, each of its officers who signed the Registration Statement, each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, AutoNation, each person, if any, who controls... -
Page 121
...litigation, or any investigation or proceeding by any governmental agency or body, commenced or threatened, or any claim whatsoever in respect of which indemnification or contribution could...affect any agreement among the Company, AutoNation and the Selling Shareholder with respect to indemnification. -
Page 122
... claims, damages or expenses, as well as any other relevant equitable considerations. The relative benefits received by the Company, AutoNation and the Selling Shareholder on the one hand and the International Managers on the other hand in connection with the offering of the International Securities... -
Page 123
... AND AGREEMENTS TO SURVIVE DELIVERY. All representations, warranties and agreements contained in this Agreement or in certificates of officers of the Company or any of its subsidiaries, AutoNation or the Selling Shareholder submitted pursuant hereto, shall remain operative and in full force... -
Page 124
... Place, 25 Ropemaker Street, London EC2Y 9LY, attention of the Lead Managers; with a copy to Valerie Ford Jacob, Esq., Fried, Frank, Harris, Shriver & Jacobson, One New York Plaza, New York, New York 10004; and notices to the Company shall be directed to it at Republic Services, Inc., 110 S.E. Sixth -
Page 125
... International Managers and the Company, AutoNation and the Selling Shareholder and their respective successors, and said controlling persons and officers and directors and their heirs and legal representatives, and for the benefit of no other person, firm or corporation. No purchaser of Securities... -
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..., INC. By /s/ James O. Cole Title: Senior Vice President General Counsel AUTONATION INSURANCE COMPANY, INC. By /s/ Gui F. Ragosta Title: Vice President REPUBLIC SERVICES, INC. By /s/ David M. Barclay Title: Senior Vice President -3237 CONFIRMED AND ACCEPTED, as of the date first above... -
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-
Page 128
...this "Agreement"), is dated as of this 31st day of December, 1999, by and between AutoNation, Inc., a Delaware corporation ("AutoNation"), and James O. Cole, a Florida resident ("Cole"). W I T N E S S E T H : WHEREAS, Cole has served AutoNation as Senior Vice President, General Counsel and Secretary... -
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its financial and/or business objectives in 1999. Cole's total bonus eligibility will be 35% of his 1999 salary of $450,000. This bonus will be paid in the course of AutoNation's regular payout schedule in the year 2000. (c) Cole shall be eligible for continuation of AutoNation's group medical and ... -
Page 130
..., any management, sales, promotional or marketing plans, programs, techniques, practices or strategies, any expansion plans in existing or new markets or for new or expanded products, services or lines of business, and any financial statements, monthly operating reports, budgets, projections... -
Page 131
... the Securities and Exchange Commission reporting that he is no longer an executive officer of AutoNation as of the Effective Date. After the Effective Date, AutoNation shall cease to refer to or include Cole as an executive officer in any of its SEC filings or press releases. 7. NON-COMPETE AND NON... -
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... AND JURISDICTION. In the event of a claimed breach by either party, the non-breaching party may seek injunctive or other relief from a court of law, but AutoNation shall not have the right to cause forfeiture of the vested options or to cease payment of severance compensation, except in accordance... -
Page 133
... a notice of a change of address has been previously given in accordance with the foregoing: If to Cole: James O. Cole 10 Nurmi Drive Fort Lauderdale, FL 33301 AutoNation, Inc. 110 S.E. 6th Street Fort Lauderdale, FL 33301 Attn: Chief Executive Officer If to AutoNation: (i) PRESS RELEASE. Cole and... -
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8 -
Page 135
...; AutoNation USA Nissan of Perrine AutoNation USA of Virginia Beach Bankston Ford of Frisco Bankston Nissan-Irving Bankston Nissan Lewisville Lexus of Cerritos Beach City Chevrolet Maroone Chevrolet; Maroone Chevrolet-Miami AutoNation Dodge of North Phoenix & AutoNation Dodge Miami Honda/Central Kia... -
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...FL FL IL DE NV DE NV DE NJ TN FL AL AZ DE FL FL FL CA DE OH DE CA DE DE IL IL DE DE AutoWay Isuzu; AutoWay Honda; Lokey Imports; Lokey Honda; Lokey Isuzu (Shell) Dodge World of Des Plaines Desert Buick GMC Trucks Desert Dodge Desert Pontiac GMC Buick Desert Lincoln-Mercury Ditschman/Flemington Ford... -
Page 137
...Ford Lincoln-Mercury, Inc. GA DE AL FL DE DE AZ FL FL CA George Sutherlin Nissan of Marietta Treadwell Honda Lexus of Clearwater; Lexus of Tampa Bay (Shell) Hayward Dodge/Hyundai Chevrolet Add Point Hollywood Honda Hollywood Kia/Maroone Kia House of Imports (Mercedes) TX Mercedes Benz of Houston... -
Page 138
... Chrysler-Plymouth-Jeep on Bell Pitre Isuzu-Subaru-Hyundai of Scottsdale Pitre Kia Scottsdale Plains Chevrolet Port City Imports (Honda/Hyundai/Volvo) (Shell) Port City Pontiac - GMC Buick & Port City Buick Princeton's Nassau Ford Lincoln Mercury Audi Princeton Audi Quality Nissan AutoNation USA... -
Page 139
... & Truck Sales Corona Motors; Corona Volkswagen; Coronoa Subaru, Isuzu; Corona Chevrolet-Oldsmobile Shamrock Ford Infiniti of Santa Monica; Infiniti of Beverly Hills; Costa Mesa Infiniti Smythe European Mercedes Benz/Volvo Flemington Porsche/Audi/BMW/VW County Line Ford John Elway Dodge Southwest... -
Page 140
...Company A&R Insurance Enterprises, Inc. ACER Fiduciary, Inc. All-State Rent A Car, Inc. Allied 2000 Collision Center, Inc. America's Car Stop Anastasia Advertising Art, Inc. Anderson Dealership Group ANFS Texas Insurance Services Corp. Anything on Wheels, Ltd. Atrium Restaurants, Inc. Auto Ad Agency... -
Page 141
...Kelnat Advertising, Ltd. Co. KLJ of Nevada, Inc. Lancaster Alarm Co., Inc. Lance Children, Inc. Lexus of Cerritos Limited Partnership LGS Holding Company Lovern, Inc. M.L.F. Insurance Agency Maroone Car and Truck Rental Company Maroone Management Services, Inc FL NV PA OH GA DE FL OH FL FL (Shell) -
Page 142
...RIVT Management, Inc. RIVT, Inc. (Trustee of RIVT) RSHC, Inc. RRM Corporation SCM Realty II, Inc. SCM Realty, Inc. Security Insurance Agency, Inc. Seven Rod Life Insurance Company SGSCP Limited Partnership (UA on 4/16/99) Six Jays LLC Southeast Lease Car, Inc. FL FL Cayman Islands CO DE AZ CA DE CA... -
Page 143
.... Toyota Cerritos Limited Partnership Triangle Corporation W.O. Bankston Enterprises, Inc. Wallace Imports, Inc. Webb Automotive Group, Inc. Woody Capital Investment Company II Woody Capital Investment Company III Working Man's Credit Plan, Inc. World Wide Warranty Co. CA AZ FL AZ CO GA DE DE FL CA... -
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..., we hereby consent to the incorporation of our report included in this Form 10-K, into the previously filed Registration Statements of AutoNation, Inc. on Forms S-3 (Registration Nos. 33...333-29265, 333-42891, 333-56967 and 333-90819). ARTHUR ANDERSEN LLP Fort Lauderdale, Florida, March 27, 2000. -
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...-AND-EQUITY> YEAR DEC-31-1999 JAN-01-1999 DEC-31-1999 369,300 0 1,193...