Republic Services, Inc.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
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Date of report (Date of earliest event reported) |
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February 1, 2007
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(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
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1-14267
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65-0716904 |
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(Commission File Number)
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(IRS Employer Identification No.) |
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110 SE 6th Street, 28th Floor, Fort Lauderdale, Florida
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33301 |
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(Address of Principal Executive Offices)
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(Zip Code) |
(Registrants Telephone Number, Including Area Code)
(Former Name or Former Address, if Changed Since Last Report)
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 8.01. OTHER EVENTS.
On February 1, 2007, Republic Services, Inc. (the Company) issued a press release to
announce that its Board of Directors had approved a 3-for-2 stock split, a copy of which is
incorporated herein by reference and attached hereto as Exhibit 99.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d)
Exhibits
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Exhibit No. |
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Description |
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99.1 |
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Press Release of the Company dated February 1, 2007 to announce the Companys 3-for-2 stock
split. |
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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.
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February 1, 2007 |
REPUBLIC SERVICES, INC.
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By: |
/s/ Tod C. Holmes
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Tod C. Holmes |
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Senior Vice President and
Chief Financial Officer
(Principal Financial Officer) |
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By: |
/s/ Charles F. Serianni
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Charles F. Serianni |
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Vice President and
Chief Accounting Officer
(Principal Accounting Officer) |
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EX-99.1 Press Release
Exhibit 99.1
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 3-for-2 Stock Split
Fort Lauderdale, FL, Feb. 1, 2007...Republic Services, Inc. (NYSE: RSG), a leading
provider of waste collection, recycling and disposal services, announced today that its Board of
Directors has approved a 3-for-2 stock split effective on March 16, 2007, to stockholders of record
as of March 5, 2007. As a result of the 3-for-2 stock split, one additional common share will be
issued on March 16, 2007 for every two common shares held by shareholders of record as of the close
of business on March 5, 2007. Republic Services stock will begin trading at the split-adjusted
price on March 19, 2007. Fractional share amounts will be paid in cash based on the closing market
price on the record date. The split is Republic Services first
since becoming a publicly traded
company in 1998, and will increase the total number of shares of common stock outstanding from
approximately 130 million shares as of December 31, 2006 to approximately 195 million shares.
During the past five years, our stock has appreciated more than 100 percent, said James E.
OConnor, Chairman and Chief Executive Officer of Republic Services, Inc. We remain confident in
our long-term business prospects. We believe this stock split benefits our shareholders as it will
increase trading liquidity and make equity ownership in Republic more accessible for individual
investors.
Republic Services also declared a regular cash dividend in the amount of $0.16 per share (on a
pre-split basis) to shareholders of record on April 2, 2007. This cash dividend will be paid on
April 16, 2007, after the 3-for-2 stock split is effected, and, as a result, will be $0.1067 per
share after giving effect to the 3-for-2 stock split.
Republic Services, Inc. is a leading provider of solid waste collection, transfer and disposal
services in the United States. The Companys 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 our actual results, performance, or achievements 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:
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whether our estimates and assumptions concerning our selected balance sheet accounts,
final capping, closure, post-closure and remediation costs, available airspace, and
projected costs and expenses related to our landfills and property and equipment, and
labor, fuel rates and economic and inflationary trends, turn out to be correct or
appropriate; |
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various factors that will impact our actual business and financial performance such as
competition and demand for services in the solid waste industry; |
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our ability to manage growth; |
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compliance with, and future changes in, environmental regulations; |
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our ability to obtain approvals in connection with expansions at our landfills; |
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our ability to obtain financing on acceptable terms and to operate within the
limitations imposed by financing arrangements; |
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our ability to repurchase common stock at prices that are accretive to earnings per share; |
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our dependence on key personnel; |
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general economic and market conditions including, but not limited to, inflation and
changes in commodity pricing, fuel, labor, risk and health insurance, and other variable
costs that are generally not within our control; |
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dependence on large, long-term collection, transfer and disposal contracts; |
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risks associated with undisclosed liabilities of acquired businesses; |
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risks associated with pending legal proceedings; and |
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other factors contained in our filings with the Securities and Exchange Commission. |
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