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): August 9, 2002 Commission file number: 1-14267 REPUBLIC SERVICES, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 65-0716904 (State of Incorporation) (I.R.S. Employer Identification No.) Republic Services, Inc. 33301 110 S.E. 6th Street, 28th Floor (Zip Code) Fort Lauderdale, Florida (Address of Principal Executive Offices) Registrant's telephone number, including area code: (954) 769-2400
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (C) Exhibits (furnished pursuant to Item 9): Exhibit No. Description ----------- ----------- 99.1 Statement Under Oath of James E. O'Connor in response to the order of the Securities and Exchange Commission pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (SEC File No. 4-460). 99.2 Statement Under Oath of Tod C. Holmes in response to the order of the Securities and Exchange Commission pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (SEC File No. 4-460). ITEM 9. REGULATION FD DISCLOSURE The Exhibits attached to this Form 8-K are hereby furnished pursuant to Item 9. On August 9, 2002, James E. O'Connor, the principal executive officer of Republic Services, Inc., and Tod C. Holmes, the principal financial officer of Republic Services, Inc., each filed with the Securities and Exchange Commission (the "SEC") a statement under oath in response to the order of the SEC pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (SEC File No. 4-460). A copy of each of the statements under oath are attached hereto as Exhibits 99.1 and 99.2. 2
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. August 9, 2002 REPUBLIC SERVICES, INC. By: /s/ Charles F. Serianni ------------------------------------- Charles F. Serianni Chief Accounting Officer (Principal Accounting Officer) 3
EXHIBIT INDEX Exhibits - -------- 99.1 Statement Under Oath of James E. O'Connor in response to the order of the Securities and Exchange Commission pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (SEC File No. 4-460). 99.2 Statement Under Oath of Tod C. Holmes in response to the order of the Securities and Exchange Commission pursuant to Section 21(a)(1) of the Securities Exchange Act of 1934 (SEC File No. 4-460). 4
EXHIBIT 99.1 STATEMENT UNDER OATH OF PRINCIPAL EXECUTIVE OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, James E. O'Connor, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Republic Services, Inc., and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with Republic Services, Inc.'s audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K for the year ended December 31, 2001 of Republic Services, Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Republic Services, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ James E. O'Connor - --------------------------- Subscribed and sworn to James E. O'Connor before me this 9th day of August 9, 2002 August 2002. /s/ Christine M. Doyle --------------------------- Notary Public My Commission Expires: November 22, 2005
EXHIBIT 99.2 STATEMENT UNDER OATH OF PRINCIPAL FINANCIAL OFFICER REGARDING FACTS AND CIRCUMSTANCES RELATING TO EXCHANGE ACT FILINGS I, Tod C. Holmes, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Republic Services, Inc., and, except as corrected or supplemented in a subsequent covered report: o no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and o no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with Republic Services, Inc.'s audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": o Annual Report on Form 10-K for the year ended December 31, 2001 of Republic Services, Inc.; o all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Republic Services, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and o any amendments to any of the foregoing. /s/ Tod C. Holmes - --------------------------- Subscribed and sworn to Tod C. Holmes before me this 9th day of August 9, 2002 August 2002. /s/ Christine M. Doyle ---------------------------- Notary Public My Commission Expires: November 22, 2005