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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
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REPUBLIC SERVICES, INC.
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(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation)
1-14267 65-0716904
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(Commission (IRS Employer
File Number) Identification No.)
110 S.E. 6th Street, 28th Floor
Ft. Lauderdale, FL 33301
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (954) 769-2400
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N.A.
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(Former name or former address, if changed since last report)
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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
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99 Press Release of the Company dated
July 29, 1999.
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EXHIBIT 99
(LOGO) REPUBLIC
SERVICES, INC.
FOR IMMEDIATE RELEASE:
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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."
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(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.
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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.
