SECURITIES AND EXCHANGE COMMISSION
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported) November 3, 2004
Republic Services, Inc.
Delaware
| 1-14267 | 65-0716904 | |
| (Commission File Number) | (IRS Employer Identification No.) |
| 110 SE 6th Street, 28th Floor, Fort Lauderdale, Florida | 33301 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(954) 769-2400
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||
| o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||
| o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||
| o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||
Page 1 of 3 pages.
ITEM 8.01 OTHER EVENTS
On November 3, 2004, Republic Services, Inc. issued a press release to announce that its Board of Directors had approved an increase in the Company’s common stock repurchase program, a copy of which is incorporated herein by reference and attached hereto as an Exhibit.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibit
| Exhibit No. |
Description |
|
99.1
|
Press Release of the Company dated November 3, 2004 to announce the Company’s common stock repurchase program. |
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 hereunto duly authorized.
| November 3, 2004 | REPUBLIC SERVICES, INC. |
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| By: | /s/ Tod C. Holmes | |||
| Tod C. Holmes | ||||
| Senior Vice President and Chief Financial Officer (Principal Financial Officer) |
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| By: | /s/ Charles F. Serianni | |||
| Charles F. Serianni | ||||
| Vice President and Chief Accounting Officer (Principal Accounting Officer) |
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| REPUBLIC CONTACTS | ||||||
| Media Inquiries: | Will Flower | (954) 769-6392 | ||||
| Investor Inquiries: | Tod Holmes | (954) 769-2387 | ||||
| Ed Lang | (954) 769-3591 | |||||
REPUBLIC SERVICES, INC. ANNOUNCES
$275 MILLION STOCK REPURCHASE PROGRAM
FORT LAUDERDALE, Fla., November 3, 2004...Republic Services, Inc. (NYSE: RSG) announced today that its Board of Directors has authorized the repurchase of up to $275.0 million of its common stock. The stock repurchases may be made in the open market, in privately negotiated transactions or a combination of both. The timing and amounts of any repurchases will be at the discretion of management and will depend on many factors, including the market price of the common stock and overall market conditions. The Company expects to fund its stock repurchase programs from free cash flow. The Company also reaffirms its commitment to maintaining its investment grade rating.
“Republic consistently generates substantial amounts of free cash flow,” said James E. O’Connor, President and Chief Executive Officer of Republic Services, Inc. “Our stock repurchase program and dividend program have proven to be excellent ways to return value to Republic shareholders.”
During the nine months ended September 30, 2004, the Company repurchased approximately 8.8 million shares or 5.6 percent of its stock. Since 2000, Republic has repurchased approximately 34.4 million shares of its stock for $727.1 million.
Republic Services, Inc. is a leading provider of solid waste collection, transfer and disposal services in the United States. The Company’s operating units are focused on
providing solid waste services for commercial, industrial, municipal and residential customers.
Certain statements and information included herein constitute “forward-looking statements” within the meaning of the Federal Private Securities Litigation Reform Act of 1995. Such forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or achievements expressed or implied, in or by such forward-looking statements. Such factors include, among other things, whether the Company’s estimates and assumptions concerning its selected balance sheet accounts, final capping, closure, post-closure and remediation costs, available airspace, and projected costs and expenses related to the Company’s landfills and property and equipment, and labor, fuel rates and economic and inflationary trends, turn out to be correct or appropriate, and various factors that will impact the actual business and financial performance of the Company such as competition and demand for services in the solid waste industry; the Company’s ability to manage growth; compliance with, and future changes in, environmental regulations; the Company’s ability to obtain approval from regulatory agencies in connection with expansions at the Company’s landfills; the ability to obtain financing on acceptable terms to finance the Company’s operations and growth strategy and for the Company to operate within the limitations imposed by financing arrangements; the ability of the Company to repurchase common stock at prices that are accretive to earnings per share; the Company’s dependence on key personnel; general economic and market conditions including, but not limited to, inflation and changes in commodity pricing, fuel, labor and other variable costs that are generally not within the control of the Company; dependence on large, long-term collection contracts; dependence on acquisitions for growth; risks associated with undisclosed liabilities of acquired businesses; risks associated with pending legal proceedings; and other factors contained in the Company’s filings with the Securities and Exchange Commission.
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