Republic Services Inc.
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 6, 2006
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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)) |
Page 1 of 3 pages.
ITEM 8.01 OTHER EVENTS
On February 6, 2006, Republic Services, Inc. issued a press release to announce that its Board of
Directors had approved an increase in the Companys 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
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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 6, 2006 to announce the Companys 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.
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February 6, 2006 |
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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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 $275 million stock
repurchase program
Fort Lauderdale, FL, Feb. 6, 2006...Republic Services, Inc. (NYSE: RSG) announced
today that its Board of Directors has approved a $275 million stock repurchase program. At
December 31, 2005, Republic had $216 million remaining under its existing share repurchase program.
Combined, Republic has the authority to repurchase $491 million of its common stock in 2006. At
current prices, the $491 million represents more than nine percent of Republics outstanding shares
of stock.
Commenting on the stock repurchase program, James E. OConnor, Chairman and Chief Executive Officer
of Republic Services, Inc., said, Republic will continue to utilize the share repurchase program
as an effective way to increase long-term value for our shareholders.
During 2005, Republic repurchased 16.3 million shares, or more than 10 percent, of Company stock
for a total of $558 million.
Republics stock repurchase will be funded using excess cash on hand, cash flow from operations and
proceeds from borrowings, if necessary. 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, overall
market conditions and possible acquisitions.
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 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 Companys
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 Companys 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 Companys ability to manage growth; compliance with, and
future changes in, environmental regulations; the Companys ability to obtain approval from
regulatory agencies in connection with expansions at the Companys landfills; the ability to obtain
financing on acceptable terms to finance the Companys 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
Companys 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,
transfer and disposal 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 Companys filings with the Securities and Exchange Commission.
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