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1 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 Date of Report (Date of earliest event reported) July 29, 1999 --------------- REPUBLIC SERVICES, INC. ----------------------- (Exact name of registrant as specified in its charter) Delaware -------- (State or other jurisdiction of incorporation) 1-14267 65-0716904 ------- ---------- (Commission (IRS Employer File Number) Identification No.) 110 S.E. 6th Street, 28th Floor Ft. Lauderdale, FL 33301 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (954) 769-2400 -------------- N.A. ------------------------------------------------------------- (Former name or former address, if changed since last report) 2 Item 5. Other Events. On July 29, 1999 Republic Services, Inc. (the "Company") issued a press release to announce that the Company had entered into binding definitive agreements with Allied Waste Industries, Inc. ("Allied") to acquire certain solid waste services assets that the U.S. Department of Justice has required Allied to divest as a result of Allied's pending acquisition of Browning-Ferris Industries, Inc. Separately, the Company and Allied announced that they had also entered into definitive agreements for the simultaneous purchase and sale of certain other solid waste services assets. The description contained herein of the proposed acquisition of certain assets of Allied is qualified in its entirety by reference to the Press Release dated July 29, 1999, attached hereto as Exhibit 99, which is incorporated herein by reference. Item 7. Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description ----------- ----------- 99 Press Release of the Company dated July 29, 1999.
1 EXHIBIT 99 (LOGO) REPUBLIC SERVICES, INC. FOR IMMEDIATE RELEASE: - ---------------------- REPUBLIC CONTACT: Media Inquiries - Stan Smith (954)-627-5021 Investor Inquiries - Tod Holmes (954)-769-2387 Ed Lang (954)-769-3591 ALLIED CONTACT: Debi Ford (602) 627-2700 REPUBLIC SERVICES AGREES TO PURCHASE FROM ALLIED WASTE CERTAIN DOJ REQUIRED DIVESTITURES FOR APPROXIMATELY $230 MILLION - COMPANIES SEPARATELY ANNOUNCE TRANSACTIONS INVOLVING PURCHASE AND SALE OF CERTAIN ASSETS - FORT LAUDERDALE, FL AND SCOTTSDALE, AZ, July 29, 1999 - Republic Services, Inc. (NYSE:RSG) AND ALLIED WASTE INDUSTRIES, INC. (NYSE: AW) announced today that they have entered into binding definitive agreements under which Republic Services has agreed to purchase certain solid waste services assets from Allied Waste for approximately $230 million in cash. The purchase, which includes assets located in seven markets, represents partial compliance with the requirements of the consent decree with the U.S. Department of Justice arising from Allied Waste's pending acquisition of Browning-Ferris Industries, Inc. (NYSE:BFI) and is contingent upon such acquisition and other customary conditions. Under the terms of the agreements, Republic Services has agreed to purchase from Allied Waste certain waste services assets, which include four landfill operations, eleven transfer stations and a subset of small container hauling assets from 5 collection operations, with historical combined reported revenue of approximately $123 million. The assets are located in Akron/Canton, Ohio; Atlanta, Georgia; Chicago, Illinois; Charlotte, North Carolina; Oakland, California; Rockford, Illinois and Kalamazoo, Michigan. Separately, the companies announced they have entered into definitive agreements for the simultaneous purchase and sale of certain solid waste services assets in transactions that on a historical basis, will be EBITDA neutral for both companies. Under the terms of the agreements Republic Services has agreed to sell to Allied Waste certain waste services assets located in Ashland, Kentucky; Memphis/Nashville/Clarksville, Tennessee; Pittsburgh, Pennsylvania; Norfolk, Virginia; Augusta, Georgia; Twin Falls/Ketchum, Idaho; Albany, New York; Ogden Utah; Page, Arizona; Imperial California; Cecil County, Maryland and the Gulf Coast area. Allied Waste has agreed to sell to Republic certain waste services assets located in Cincinnati, Ohio; Indianapolis/Anderson, Indiana; Louisville, Kentucky; Macon/Brunswick, Georgia and Marlboro/Cranbury/Mt. Laurel, New Jersey. "These acquisitions will significantly increase our asset integration in several markets, and we're particularly excited about expanding our market share in Chicago, the third largest metropolitan market in the country," said James O'Connor, Chief Executive Officer of Republic Services, Inc. "These transactions are consistent with our strategy for growth in our existing markets and will improve our market position." - MORE - 2 (LOGO) REPUBLIC SERVICES, INC. REPUBLIC SERVICES / ALLIED WASTE PRESS RELEASE PAGE II Allied Waste Chairman and Chief Executive Officer, Thomas H. Van Weelden, said: "Once again, Allied Waste has moved quickly to divest assets that do not fit our vertical integration business model and to comply with our agreement with the Department of Justice. These transactions are further evidence of Allied Waste's commitment to rapidly integrate the BFI assets and delever the company's balance sheet. This announcement, along with the strong results posted by Allied Waste and BFI this quarter, underscores our confidence in our ability to achieve the previously stated goals." The transactions, which are expected to close following all regulatory reviews, are subject to approvals from various state, municipal and federal agencies as well as other normal and customary closing conditions. Republic Services, Inc. is one of the largest providers of non-hazardous solid waste collection and disposal services in the United States. The Company's various operating units provide solid waste collection services for commercial, industrial, municipal and residential customers. Allied Waste Industries, Inc., a leading North American waste services company, provides collection, recycling and disposal services for residential, commercial and industrial customers. ## CERTAIN STATEMENTS AND INFORMATION INCLUDED IN THIS RELEASE 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 SUCH FORWARD-LOOKING STATEMENTS. ADDITIONAL DISCUSSION OF FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM MANAGEMENT'S PROJECTIONS, FORECASTS, ESTIMATES AND EXPECTATIONS IS CONTAINED IN THE COMPANY'S SEC FILINGS.