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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 11-K
(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED,
AS OF OCTOBER 7, 1996)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-14267
A. Full title of the plan and address of the plan, if different from that of the
issuer named below:
REPUBLIC SERVICES 401(K) PLAN
B. Name of issuer of the securities held pursuant to the plan and the address of
its principal executive office:
REPUBLIC SERVICES, INC.
110 S.E. 6TH ST.
FORT LAUDERDALE, FLORIDA 33301
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REPUBLIC SERVICES
401(K) PLAN
FINANCIAL STATEMENTS
AND SUPPLEMENTAL SCHEDULES
TOGETHER WITH REPORT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
DECEMBER 31, 1999
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REPUBLIC SERVICES 401(K) PLAN
INDEX TO FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES
<TABLE>
<CAPTION>
PAGES
-----
<S> <C>
Report of Independent Certified Public Accountants.......... 1
Statement of Net Assets Available for Benefits as of
December 31, 1999......................................... 2
Statement of Changes in Net Assets Available for Benefits
for the Period from Inception (April 1, 1999) through
December 31, 1999......................................... 3
Notes to Financial Statements............................... 4-7
Schedule H, line 4i -- Schedule of Assets Held for
Investment Purposes as of December 31, 1999............... 8
Schedule H, line 4j -- Schedule of Reportable Transactions
for the Period from Inception (April 1, 1999) through
December 31, 1999......................................... 9
</TABLE>
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REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Plan Administrator of
Republic Services 401(k) Plan:
We have audited the accompanying statement of net assets available for
benefits of the Republic Services 401(k) Plan as of December 31, 1999, and the
related statement of changes in net assets available for benefits for the period
from inception (April 1, 1999) through December 31, 1999. These financial
statements and the schedules referred to below are the responsibility of the
Plan's Administrator. Our responsibility is to express an opinion on these
financial statements and schedules based on our audit.
We conducted our audit in accordance with auditing standards generally
accepted in the United States. Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statements referred to above present fairly,
in all material respects, the net assets available for benefits of the Plan as
of December 31, 1999, and the changes in its net assets available for benefits
for the period from inception (April 1, 1999) through December 31, 1999, in
conformity with accounting principles generally accepted in the United States.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and reportable transactions are presented for the
purposes of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. The supplemental schedules
have been subjected to the auditing procedures applied in the audit of the basic
financial statements and, in our opinion, are fairly stated in all material
respects in relation to the basic financial statements taken as a whole.
/s/ ARTHUR ANDERSEN LLP
------------------------------------------------------
Arthur Andersen LLP
Fort Lauderdale, Florida,
June 26, 2000.
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REPUBLIC SERVICES
401(K) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
AS OF DECEMBER 31, 1999
<TABLE>
<S> <C>
Investments, at fair market value:
Mutual Funds --
Merrill Lynch Retirement Preservation Trust............ $ 5,105,546
Merrill Lynch Equity Index Trust....................... 4,723,068
Franklin Small Cap Growth Fund......................... 3,077,897
Ivy International Fund................................. 1,761,824
Oakmark Select Fund.................................... 3,714,884
PIMCO Total Return Fund................................ 2,768,218
-----------
Total Mutual Funds..................................... 21,151,437
Republic Services, Inc. Common Stock........................ 1,239,467
Cash........................................................ 1,331,455
-----------
Total Investments................................. 23,722,359
-----------
Contributions Receivable:
Employee.................................................. 584,265
Employer.................................................. 509,899
-----------
Total Contributions Receivable.................... 1,094,164
-----------
Liabilities:
Excess Contributions Payable.............................. 83,559
-----------
NET ASSETS AVAILABLE FOR BENEFITS........................... $24,732,964
===========
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
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<PAGE> 6
REPUBLIC SERVICES
401(K) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
FOR THE PERIOD FROM INCEPTION (APRIL 1, 1999) THROUGH DECEMBER 31, 1999
<TABLE>
<S> <C>
Additions:
Transfers into Plan From Former Parent Company and
Acquired Company Plans................................. $16,970,210
Contributions--
Employee............................................... 5,191,718
Employee Rollover...................................... 1,040,327
Employer............................................... 1,329,587
-----------
Total Contributions.................................. 7,561,632
-----------
Investment Income--
Dividend Income........................................ 315,885
Net Appreciation in Fair Market Value.................. 1,729,486
-----------
Total Investment Income.............................. 2,045,371
Other Receipts............................................ 78,650
-----------
Total Additions................................... 26,655,863
-----------
Deductions:
Participant Distributions.............................. 1,853,307
Other Deductions....................................... 69,592
-----------
Total Deductions.................................. 1,922,899
-----------
NET ASSETS AVAILABLE
FOR BENEFITS AS OF DECEMBER 31, 1999...................... $24,732,964
===========
</TABLE>
The accompanying notes to financial statements are an integral part of this
statement.
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<PAGE> 7
REPUBLIC SERVICES
401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1999
(1) DESCRIPTION OF PLAN:
(A) GENERAL
The following description of the Republic Services 401(k) Plan (the "Plan")
is provided for general information purposes only. Participants should refer to
the Plan document for a more complete description of the Plan.
The Plan was established effective April 1, 1999 to provide benefits to all
eligible employees of Republic Services, Inc. and its subsidiaries (the
"Company"). The Plan is a defined contribution plan commonly known as an
Internal Revenue Code ("IRC") section 401(k) profit sharing plan and is subject
to the Employee Retirement Income Security Act of 1974 ("ERISA"), as amended.
The Company is the designated administrator of the Plan.
Although it has expressed no intention to do so, the Company retains the
right, if necessary, to terminate the Plan. The Company also retains the right
to amend the Plan from time to time.
(B) ELIGIBILITY
Employees are eligible to participate in the Plan following completion of
three months of employment. Enrollment provisions allow for monthly entry dates
by all eligible employees.
(C) CONTRIBUTIONS AND FUNDING POLICY
Under the provisions of the Plan, participants may direct the Company to
defer a portion of their compensation to the Plan, subject to a maximum of 15%
of eligible compensation, as defined. Amounts contributed by participants are
fully vested when made. In 1999, each eligible participant could contribute up
to $10,000, subject to other applicable IRC limitations. The Plan also allows
for rollovers of vested contributions from previous employers' qualified plans.
During 1999, an employer matching contribution of 50% of the amount
contributed by each participant up to 4% of the employee's salary was made. This
contribution is made by the Company to all participants who are employees on the
last day of each calendar quarter and are credited with at least one year of
service at that time. The employer match is generally made in shares of the
Company's common stock. The employer matching contribution for 1999 is
$1,329,587 and is included in the accompanying financial statements. The Company
did not make any discretionary contributions to the Plan during 1999.
The Plan provides for immediate vesting of all contributions plus actual
earnings thereon.
(D) INVESTMENTS
The Company entered into an agreement whereby Merrill Lynch Trust Company
(the "Trustee") has been appointed the Trustee of the Plan's assets. Under the
terms of the agreement, the Trustee holds and invests the funds of the Plan
subject to the direction of a designated investment committee.
The Plan provided the following distinct investment alternatives for
participants in 1999:
Merrill Lynch Retirement Preservation Trust -- A mutual fund in which
amounts are invested in U.S. Government agency securities and guaranteed
investment contracts.
Merrill Lynch Growth Fund -- A mutual fund in which amounts are
invested primarily in common stocks which are believed to be undervalued by
the fund's manager and therefore have growth potential.
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REPUBLIC SERVICES
401(K) PLAN
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
All balances invested in this fund as of December 31, 1999 were transferred
to the Oakmark Select Fund, and this fund was removed from the portfolio as
an investment alternative.
Merrill Lynch Equity Index Trust -- A trust fund that invests in a
portfolio of equity securities designed substantially to equal or match the
performance of the Standard & Poor's 500 Composite Stock Price Index.
Franklin Small Cap Growth Fund -- A mutual fund that invests mainly in
a portfolio of equity securities of small-capitalization companies, and
also equity securities of large-capitalization companies and fixed income
securities.
Ivy International Fund -- A mutual fund that invests in a portfolio of
common stocks and convertible securities which principally trade in
European, Pacific Basin, and Latin American markets.
PIMCO Total Return Fund -- A mutual fund that invests in a portfolio
of fixed income securities of varying maturities, securities denominated in
foreign currencies and certain derivative instruments, contracts or options
for the purpose of hedging or increasing its return.
Republic Services, Inc. Common Stock -- In 1999, the Plan allowed up
to 10% of a participant's total contribution to be invested in the
Company's Common Stock.
The following fund was added as an investment alternative effective January
1, 2000:
Oakmark Select Fund -- A mutual fund that invests in a non-diversified
portfolio of equity securities of domestic companies.
The Plan does not permit participant loans. However, the Plan accepts and
services loans rolled over from the plans of acquired companies (See Note 4).
(E) PAYMENT OF BENEFITS.
In general, upon termination of service due to death, disability, or
retirement, a participant (or designated beneficiary) will receive a lump-sum
amount equal to the value of the participant's vested interest in his or her
account. Participants with balances attributable to participation in the former
Republic Rewards 401(k) Plan (which is a plan for employees of AutoNation, Inc.,
Republic Services, Inc.'s former parent company) can elect to receive annual
installments over a period not exceeding the remaining life expectancy of the
payee. Participants with balances from other prior plans will retain the
distribution options of those plans. For termination of service for other
reasons, a participant may receive the value of the vested interest in his or
her account as a lump-sum distribution.
(2) SIGNIFICANT ACCOUNTING POLICIES:
The accompanying financial statements are prepared under the accrual method
of accounting.
Use of Estimates
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and changes therein, and disclosure of contingent assets and
liabilities. Actual results could differ from those estimates.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair market value. Purchases and sales
of investments are recorded on a trade-date basis. The Plan records dividends on
the ex-dividend date.
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REPUBLIC SERVICES
401(K) PLAN
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(3) NON-PARTICIPANT-DIRECTED INVESTMENTS
Information about the net assets and the significant components of the
changes in net assets relating to the non-participant-directed investments is as
follows:
<TABLE>
<CAPTION>
DECEMBER 31, 1999
-----------------
<S> <C>
Net Assets:
Employer receivable....................................... $ 509,899
Common stock.............................................. 1,239,467
----------
$1,749,366
==========
</TABLE>
<TABLE>
<CAPTION>
YEAR ENDED
DECEMBER 31, 1999
Changes in Net Assets: -----------------
<S> <C>
Contributions --
Employee............................................... $ 191,331
Employer............................................... 1,329,587
Net appreciation in fair market value..................... 173,504
Benefits paid to participants............................... (40,404)
Net transfers from participant-directed investments......... 95,348
----------
$1,749,366
==========
</TABLE>
(4) TRANSFERS INTO PLAN
The 401(k) plans of certain companies acquired by the Company are
periodically converted to the Plan, with the related employees becoming
participants. Additionally, all participant balances in the Republic Rewards
401(k) Plan were transferred into the Plan as of July 1999. All of the assets of
these plans are transferred at fair market value and invested in the Plan based
upon the employees' elections. For the Plan year ended December 31, 1999,
$16,970,210 of Plan assets are reflected as transfers into the Plan from former
parent company and acquired company plans in the accompanying statement of
changes in net assets available for benefits.
(5) BENEFIT DISTRIBUTIONS
In general, upon termination of service, including death, total and
permanent disability, or retirement, a participant (or the participant's
beneficiary) will receive an amount equal to the value of the participant's
vested interest in his or her account.
Amounts allocated to withdrawing participants for benefit claims that have
been processed and approved for payment but have not yet been paid totaled
$55,818 at December 31, 1999. Such amounts are included in net assets available
for benefits at December 31, 1999 in accordance with American Institute of
Certified Public Accountants guidelines. However, the Plan's Form 5500 will
reflect such amount as a liability of the Plan in accordance with IRC
guidelines.
(6) PARTY-IN-INTEREST TRANSACTIONS
Certain plan investments are shares of mutual funds managed by Merrill
Lynch Asset Management Company, an affiliate of the Trustee. Therefore, these
investments represent a party-in-interest to the Plan. The Company pays all fees
and expenses of the Plan, which primarily consist of legal, administrative and
accounting fees. Such fees and expenses amounted to approximately $54,400 in
1999.
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REPUBLIC SERVICES
401(K) PLAN
NOTES TO FINANCIAL STATEMENTS -- (CONTINUED)
(7) INCOME TAX STATUS
The Internal Revenue Service has determined, and informed the Company by a
letter dated November 16, 1999, that the Plan is designed in accordance with
applicable sections of the IRC. The Plan administrator believes that the Plan is
designed and is currently being operated in compliance with the applicable
requirements of the IRC.
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SCHEDULE I
E.I.N.: 65-0716904
PLAN #: 001
REPUBLIC SERVICES
401(K) PLAN
SCHEDULE H, LINE 4I-SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
AS OF DECEMBER 31, 1999
<TABLE>
<CAPTION>
DESCRIPTION SHARES COST MARKET VALUE
----------- ----------- ----------- ------------
<S> <C> <C> <C>
*Merrill Lynch Retirement Preservation Trust............ 5,105,546 $ 5,105,546 $ 5,105,546
*Merrill Lynch Equity Index Trust....................... 46,671 3,758,219 4,723,068
Franklin Small Cap Growth Fund......................... 69,746 1,771,214 3,077,897
Ivy International Fund................................. 37,254 1,607,486 1,761,824
Oakmark Select Fund.................................... 201,677 3,698,767 3,714,884
PIMCO Total Return Fund................................ 279,618 2,915,379 2,768,218
*Republic Services, Inc. Common Stock................... 86,980 1,065,007 1,239,467
Cash................................................... N/A 1,331,455 1,331,455
----------- -----------
Total......................................... $21,253,073 $23,722,359
=========== ===========
</TABLE>
---------------
* Represents a party-in-interest to the Plan.
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<PAGE> 12
SCHEDULE III
E.I.N.: 65-0716904
PLAN #: 001
REPUBLIC SERVICES
401(K) PLAN
SCHEDULE H, LINE 4J-SCHEDULE OF REPORTABLE TRANSACTIONS
FOR THE PERIOD FROM INCEPTION (APRIL 1, 1999) THROUGH DECEMBER 31, 1999
<TABLE>
<CAPTION>
NUMBER OF PURCHASE SELLING ASSET NET
INVESTMENT DESCRIPTION TRANSACTIONS SHARES PRICE PRICE COST GAIN/(LOSS)
-------------------------------------- ------------ ---------- ---------- ------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Purchases:
Merrill Lynch Retirement Preservation
Trust............................... 301 5,659,429 $5,659,429 N/A $5,659,429 N/A
Merrill Lynch Growth Fund............. 111 157,141 3,795,355 N/A 3,795,355 N/A
Merrill Lynch Equity Index Trust...... 141 53,297 4,283,432 N/A 4,283,432 N/A
Franklin Small Cap Growth Fund........ 142 77,776 1,957,489 N/A 1,957,489 N/A
Ivy International Fund................ 133 41,258 1,767,468 N/A 1,767,468 N/A
Oakmark Select Fund................... 11 202,115 3,706,723 N/A 3,706,723 N/A
PIMCO Total Return Fund............... 140 309,494 3,228,781 N/A 3,228,781 N/A
Republic Services, Inc. Common
Stock............................... 108 92,099 1,124,988 N/A 1,124,988 N/A
AutoNation, Inc. Common Stock......... 2 176,671 2,973,363 N/A 2,973,363 N/A
</TABLE>
<TABLE>
<CAPTION>
NUMBER OF PURCHASE SELLING ASSET NET
INVESTMENT DESCRIPTION TRANSACTIONS SHARES PRICE PRICE COST GAIN/(LOSS)
---------------------------------- ------------ ---------- ---------- ---------- ---------- -----------
<S> <C> <C> <C> <C> <C> <C>
Sales:
Merrill Lynch Retirement
Preservation Trust.............. 236 553,884 $ 553,884 $ 553,884 $ 553,884 $ --
Merrill Lynch Growth Fund......... 226 157,139 3,794,768 4,210,358 3,794,768 415,590
Merrill Lynch Equity Index
Trust........................... 205 6,627 525,214 626,456 525,214 101,242
Franklin Small Cap Growth Fund.... 179 8,030 186,275 267,792 186,275 81,517
Ivy International Fund............ 158 4,004 167,507 182,726 167,507 15,219
PIMCO Total Return Fund........... 184 29,876 313,832 299,135 313,832 (14,697)
Republic Services, Inc. Common
Stock........................... 93 3,780 44,703 43,747 44,703 (956)
AutoNation, Inc. Common Stock..... 167 175,453 2,952,399 1,614,684 2,952,399 (1,337,715)
</TABLE>
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SIGNATURES
THE PLAN. Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee benefit plan)
have duly caused this annual report to be signed on its behalf by the
undersigned hereunto duly authorized.
Republic Services 401(k) Plan
--------------------------------------
(Name of Plan)
By: /s/ Tod C. Holmes
------------------------------------
Title: Chairperson of the Benefits
Committee of the Republic
Services 401(k) Plan
Date: June 28, 2000
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