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EXHIBIT 2.2
THIRD AMENDMENT TO MERGER AGREEMENT
THIS THIRD AMENDMENT TO MERGER AGREEMENT (this "Amendment"), is entered
into as of December 31, 1996, by and among REPUBLIC INDUSTRIES, INC., a Delaware
corporation ("Republic"), RI/ANI MERGER CORP., a Florida corporation,
AUTONATION INCORPORATED, a Florida corporation ("AutoNation"), H. XXXXX
XXXXXXXX, XXXXXX X. XXXXXXX and JM FAMILY ENTERPRISES, INC., a Delaware
corporation.
WHEREAS, the parties to this Amendment entered into that certain Merger
Agreement dated as of May 8, 1996, as amended on September 30, 1996 and October
31, 1996 (the "Merger Agreement"); and
WHEREAS, the parties hereto desire to amend the Merger Agreement;
NOW THEREFORE, the parties agree that the following amendments shall be
effective immediately:
1. Capitalized terms used herein and not defined have the meanings
ascribed to them in the Merger Agreement.
2. Section 5.3 of the Merger Agreement is hereby amended to delete
Republic's obligation to file a registration statement on Form S-4 in
connection with the issuance of Republic Common Stock in the Merger. In
lieu thereof, as soon as practicable following consummation of the Merger,
Republic agrees to file a Registration Statement on Form S-3 to allow
former shareholders of AutoNation to resell and offer for resale from time
to time on a continuous basis the Republic Shares they receive in the
Merger.
3. The term "December 31, 1996" as set forth in the third sentence
of Section 5.11 of the Merger Agreement is hereby changed to "January 31,
1997."
4. Section 6.2(d) is hereby amended in its entirety as follows:
"(d) Private Placement Acknowledgment. At or prior to the
Closing, each of the Shareholders shall have delivered to Republic a
letter agreement, in form and substance satisfactory to Republic,
acknowledging that the shares of Republic Common Stock to be received
by them in the Merger are "restricted securities" as defined in Rule
144 under the Securities Act and such shares may not be sold or
otherwise disposed of except (i) pursuant to an effective registration
statement filed under the Securities Act and in compliance with state
securities laws or (ii) in accordance with an opinion of counsel that
an exemption from such registration is available."
5. The term "December 31, 1996" as set forth in Section 9.1(d) of
the Merger Agreement is hereby changed to "January 31, 1997."
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed and delivered as of the day and year first above written.
REPUBLIC INDUSTRIES, INC.
By: /s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx,
Senior Vice President
RI/ANI MERGER CORP.
By: /s/ XXXXXXX X. XXXXXXX
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Xxxxxxx X. Xxxxxxx,
Vice President
AUTONATION INCORPORATED
By: /s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx,
President
/s/ H. XXXXX XXXXXXXX
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H. Xxxxx Xxxxxxxx
/s/ XXXXXX X. XXXXXXX
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Xxxxxx X. Xxxxxxx
XX FAMILY ENTERPRISES, INC.
By: /s/ XXXXX X. XXXXX
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Xxxxx X. Xxxxx,
Executive Vice President
