SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
November 25, 1996
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Alamo Rent-A-Car, Inc.
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(Exact name of Registrant as specified in its charter)
Florida
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(State or other jurisdiction of incorporation)
33-80271 59-1465528
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(Commission File Number) (IRS Employer Identification No.)
110 Tower, 110 S.E. 6th Street, Fort Lauderdale, Florida 33301
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area
code: (954) 522-0000
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SEE TABLE OF CO-REGISTRANTS BELOW.
TABLE OF CO-REGISTRANTS(1)
STATE OR OTHER
JURISDICTION OF IRS EMPLOYER
INCORPORATION OR IDENTIFICATION
NAME ORGANIZATION NUMBER
---- ------------ ------
Alamo Rent-A-Car (Belgium), Florida 65-0489368
Inc.
Alamo Rent-A-Car (Canada), Florida 65-0568278
Inc.
DKBERT Assoc. Florida 59-1946177
(General
Partnership)
Green Corn, Inc. Florida 59-1694750
Guy Salmon USA, Inc. Florida 65-0200221
Guy Salmon USA, Ltd. Florida 65-0200220
(Limited
Partnership)
Territory Blue, Inc. Florida 65-0579364
Tower Advertising Group, Inc. Florida 65-0163142
(1) Address, including zip code, and telephone 110 Tower
number, including area code, of principal 110 S.E. 6th Street
executive offices of Co-Registrants Fort Lauderdale,
Florida 33301
(954) 522-0000
ITEM 1. CHANGES IN CONTROL OF REGISTRANT
On November 25, 1996, Republic Industries, Inc. ("Republic")
acquired all of the outstanding shares of common stock or
partnership interests, as the case may be, of each of Alamo
Rent-A-Car, Inc., Alamo Rent-A-Car (Belgium), Inc.,
Alamo Rent-A-Car (Canada), Inc., DKBERT Assoc., Green Corn, Inc.,
Guy Salmon USA, Inc., Guy Salmon USA, Ltd., Territory Blue,
Inc. and Tower Advertising Group, Inc. (collectively,
the "Co-Registrants") pursuant to an Agreement and
Plan of Reorganization (the "Agreement"), dated as of November 6,
1996, among Republic, certain subsidiaries of Republic, the Co-
Registrants and certain related entities, Michael S. Egan,
certain trusts related to Michael S. Egan, Norman D. Tripp and
William J. Kelly, Jr. (the "Merger"). The consideration paid by
Republic in exchange for these common stock and partnership
interests of the Co-Registrants consisted of 22,112,707 shares of
common stock of Republic in the aggregate (which does not
include 11,186 shares of Republic common stock issued by Republic
pursuant to the Agreement in exchange for the common stock and
partnership interests in other entities affiliated with the
Co-Registrants). As a result of the Merger, Republic owns directly
or indirectly 100% of the voting securities of each of the
Co-Registrants. A copy of the Agreement is attached to this
Form 8-K as Exhibit 2 and is incorporated herein by reference.
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
In connection with the Merger, each of the Co-Registrants
determined on December 5, 1996 to replace their current
accountants, KPMG Peat Marwick LLP ("Peat Marwick"), with Arthur
Andersen LLP, who have traditionally been the accountants for
Republic.
Peat Marwick's report on the financial statements of the Co-
Registrants for the past two years did not contain an adverse
opinion or a disclaimer of opinion, and was not qualified or
modified as to uncertainty, audit scope or accounting principles,
except as follows:
An emphasis of matter paragraph was included in the report on
DKBERT Assoc. (the "Partnership") for each of the years in
the two-year period ended December 31, 1995, which makes
reference to the lease of substantially all of the Partnership
properties to Alamo Rent-A-Car, Inc. and the Partnership's
economic dependence on Alamo for rental income sufficient to
service its indebtedness.
During the Co-Registrants' two most recent fiscal years and
the subsequent interim period preceding the change in
accountants, there were no disagreements with Peat Marwick on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of Peat Marwick, would have
caused Peat Marwick to make reference to the subject matter of
the disagreements in connection with its report.
During the Co-Registrants' two most recent fiscal years and
the subsequent interim period preceding the change in
accountants, Peat Marwick did not advise the Co-Registrants (i)
that the internal controls necessary for the Co-Registrants to
develop reliable financial statements do not exist, except that
with respect to its audit for the year ended December 31,
1995 which contained reportable conditions relating to
internal control deficiencies regarding one of the
Co-Registrants (Alamo Rent-A-Car (Belgium), Inc.) and certain
subsidiaries of Guy Salmon USA, Inc. and Guy Salmon USA, Ltd.,
about which the Co-Registrants believe they have implemented
measures that will prevent the recurrence of such conditions,
(ii) that information has come to their attention that has led
them to no longer be able to rely on management's representations
or that has made it unwilling to be associated with the financial
statements prepared by management, (iii) of the need to expand
significantly the scope of its audit or that information had come
to their attention that if further investigated may (a)
materially impact the fairness or reliability of either a
previously issued audit report or the underlying financial
statements or the financial statements issued or to be issued
covering the fiscal period subsequent to the date of the most
recent financial statements covered by an audit report (including
information that may prevent it from rendering an unqualified
audit report on those financial statements) or (b) cause it to be
unwilling to rely on management's
representations or be associated with the registrant's financial
statements, and due to their dismissal they did not so expand the
scope of their audit or conduct such further investigation, or
(iv) that information has come to their attention that they
concluded materially impacts the fairness or reliability of either
a previously issued audit report or the underlying financial
statements or the financial statements issued or to be issued
covering the fiscal period subsequent to the date of the most
recent financial statements covered by an audit report (including
information that, unless resolved to the accountant's
satisfaction, would prevent it from rendering an unqualified audit
report on those financial statements), and due to their dismissal
the issue has not been resolved to their satisfaction prior to
their resignation.
The Co-Registrants have provided Peat Marwick with a copy of
the disclosures it is making in this Item 4. Peat Marwick has
furnished the Co-Registrants with a letter addressed to the
Commission stating that it agrees with the statements made by the
Co-Registrants in this Item 4. The Co-Registrants have filed a
copy of Peat Marwick's letter as Exhibit 16 to this Report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
2 Agreement and Plan of Reorganization, by and among
(i) Alamo Acquisition Corp., a Florida
corporation, Alamo (Canada) Acquisition Corp., a
Florida corporation, Alamo (Belgium) Acquisition
Corp., a Florida corporation, Territory Blue
Acquisition Corp., a Florida corporation, Tower
Advertising Group Acquisition Corp., a Florida
corporation, Green Corn Acquisition Corp., a
Florida corporation, Guy Salmon Acquisition Corp.,
a Florida corporation, Alasys Acquisition Corp., a
Florida corporation, Tripperoo Wings Acquisition
Corp., a Florida corporation, Rising Moon
Acquisition Corp., a Florida corporation, Alamo
(Puerto Rico) Acquisition Corp., a Delaware
corporation, Alamo Sales Acquisition Corp., a
Florida corporation, AFL Fleet Acquisition
Corp., a New York corporation, Alamo Leasing
Acquisition Corp., a Florida corporation, Alamo
Automobile Acquisition Corp., a Florida
corporation, Alamo Shuttle Acquisition Corp., a
Florida corporation, Tower Restaurants Acquisition
Corp., a Florida corporation, Tower Food
Acquisition Corp., a Florida corporation, and
Corporate Planners Acquisition Corp., a Florida
corporation; (ii) Alamo Rent-a-Car, Inc., a
Florida corporation, Alamo Rent-a-Car (Canada),
Inc., a Florida corporation, Alamo Rent-a-Car
(Belgium), Inc., a Florida corporation, Territory
Blue, Inc., a Florida corporation, Tower
Advertising Group, Inc., a Florida corporation,
Green Corn, Inc., a Florida corporation, Guy
Salmon USA, Inc., a Florida corporation, Alasys,
Inc., a Florida corporation, Tripperoo Wings,
Inc., a Florida corporation, Rising Moon, Inc., a
Florida corporation, Alamo Rent-A-Car (Puerto
Rico), Inc., a Delaware corporation, Alamo
International Sales, Inc., a Florida corporation,
Risk Management Reengineering Assurance Group, a
Cayman Islands company, AFL Fleet Funding, Inc., a
New York corporation, Alamo Leasing Corp., a
Florida corporation, Alamo Automobile Sales, Inc.,
a Florida corporation, Alamo Shuttle, Inc., a
Florida corporation, 110 Tower Restaurants, Inc.,
a Florida corporation, Tower Food & Beverage,
Inc., a Florida corporation, and Corporate
Planners & Developers, Inc., a Florida
corporation, Alasys, Ltd., a Florida limited
partnership, Guy Salmon USA, Ltd., a Florida
limited partnership, DKBERT Assoc., a Florida
general partnership and RKCTR, a Florida general
partnership; (iii) Republic Industries, Inc.; (iv)
The Michael S. Egan Grantor Retained Annuity Trust
for Sarah Egan Mooney, The Michael S. Egan Grantor
Retained Annuity Trust for Eliza Shenners Egan,
The Michael S. Egan Grantor Retained Annuity Trust
for Catherine Lewis Egan, The Michael S. Egan
Grantor Retained Annuity Trust for Teague Michael
Thomas Egan, The Michael S. Egan Grantor Retained
Annuity Trust for Riley Martin Michael Egan, The
Michael S. Egan Living Trust, the 110 Group Trust,
and Michael S. Egan; and (v) Norman D. Tripp and
William H. Kelly, Jr.
16 Letter, dated as of December 10, 1996, from KPMG
Peat Marwick LLP
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
ALAMO RENT-A-CAR, INC.
Dated: December 10, 1996 By: /s/ D. Keith Cobb
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D. Keith Cobb
(Principal Financial Officer)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
ALAMO RENT-A-CAR (BELGIUM), INC.
Dated: December 10, 1996 By: /s/ D. Keith Cobb
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D. Keith Cobb
(Principal Financial Officer)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
ALAMO RENT-A-CAR (CANADA), INC.
Dated: December 10, 1996 By: /s/ D. Keith Cobb
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D. Keith Cobb
(Principal Financial Officer)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
DKBERT ASSOC.
Dated: December 10, 1996 By: /s/ D. Keith Cobb
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D. Keith Cobb
(Principal Financial Officer)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
GREEN CORN, INC.
Dated: December 10, 1996 By: /s/ D. Keith Cobb
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D. Keith Cobb
(Principal Financial Officer)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
GUY SALMON USA, INC.
Dated: December 10, 1996 By: /s/ D. Keith Cobb
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D. Keith Cobb
President
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
GUY SALMON USA, LTD.
By: GUY SALMON USA, INC.
Dated: December 10, 1996 By: /s/ D. Keith Cobb
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D. Keith Cobb
President
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
TERRITORY BLUE, INC.
Dated: December 10, 1996 By: /s/ D. Keith Cobb
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D. Keith Cobb
Chief Executive Officer
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
TOWER ADVERTISING GROUP, INC.
Dated: December 10, 1996 By: /s/ D. Keith Cobb
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D. Keith Cobb
(Principal Financial Officer)
Exhibit Index
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Exhibit Exhibit
Number
2 Agreement and Plan of Reorganization, by and among
(i) Alamo Acquisition Corp., a Florida
corporation, Alamo (Canada) Acquisition Corp., a
Florida corporation, Alamo (Belgium) Acquisition
Corp., a Florida corporation, Territory Blue
Acquisition Corp., a Florida corporation, Tower
Advertising Group Acquisition Corp., a Florida
corporation, Green Corn Acquisition Corp., a
Florida corporation, Guy Salmon Acquisition Corp.,
a Florida corporation, Alasys Acquisition Corp., a
Florida corporation, Tripperoo Wings Acquisition
Corp., a Florida corporation, Rising Moon
Acquisition Corp., a Florida corporation, Alamo
(Puerto Rico) Acquisition Corp., a Delaware
corporation, Alamo Sales Acquisition Corp., a
Florida corporation, AFL Fleet Acquisition
Corp., a New York corporation, Alamo Leasing
Acquisition Corp., a Florida corporation, Alamo
Automobile Acquisition Corp., a Florida
corporation, Alamo Shuttle Acquisition Corp., a
Florida corporation, Tower Restaurants Acquisition
Corp., a Florida corporation, Tower Food
Acquisition Corp., a Florida corporation, and
Corporate Planners Acquisition Corp., a Florida
corporation; (ii) Alamo Rent-a-Car, Inc., a
Florida corporation, Alamo Rent-a-Car (Canada),
Inc., a Florida corporation, Alamo Rent-a-Car
(Belgium), Inc., a Florida corporation, Territory
Blue, Inc., a Florida corporation, Tower
Advertising Group, Inc., a Florida corporation,
Green Corn, Inc., a Florida corporation, Guy
Salmon USA, Inc., a Florida corporation, Alasys,
Inc., a Florida corporation, Tripperoo Wings,
Inc., a Florida corporation, Rising Moon, Inc., a
Florida corporation, Alamo Rent-A-Car (Puerto
Rico), Inc., a Delaware corporation, Alamo
International Sales, Inc., a Florida corporation,
Risk Management Reengineering Assurance Group, a
Cayman Islands company, AFL Fleet Funding, Inc., a
New York corporation, Alamo Leasing Corp., a
Florida corporation, Alamo Automobile Sales, Inc.,
a Florida corporation, Alamo Shuttle, Inc., a
Florida corporation, 110 Tower Restaurants, Inc.,
a Florida corporation, Tower Food & Beverage,
Inc., a Florida corporation, and Corporate
Planners & Developers, Inc., a Florida
corporation, Alasys, Ltd., a Florida limited
partnership, Guy Salmon USA, Ltd., a Florida
limited partnership, DKBERT Assoc., a Florida
general partnership and RKCTR, a Florida general
partnership; (iii) Republic Industries, Inc.; (iv)
The Michael S. Egan Grantor Retained Annuity Trust
for Sarah Egan Mooney, The
Michael S. Egan Grantor Retained Annuity Trust for
Eliza Shenners Egan, The Michael S. Egan Grantor
Retained Annuity Trust for Catherine Lewis Egan,
The Michael S. Egan Grantor Retained Annuity Trust
for Teague Michael Thomas Egan, The Michael S. Egan
Grantor Retained Annuity Trust for Riley Martin
Michael Egan, The Michael S. Egan Living Trust, the
110 Group Trust, and Michael S. Egan; and (v)
Norman D. Tripp and William H. Kelly, Jr.
16 Letter, dated as of December 10, 1996, from KPMG
Peat Marwick LLP