UNITED STATES
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 24, 2008
(Exact name of registrant as specified in its charter)
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| Delaware |
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1-14267 |
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65-0716904 |
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| (State or other jurisdiction
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(Commission
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(IRS Employer |
| of incorporation)
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File Number)
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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) |
(Registrant’s 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
240.13d-4(c)) |
ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
On July 24, 2008, Republic Services, Inc. (the “Company”) issued a press release to announce
operating results for the three and six months ended June 30, 2008, a copy of which is incorporated
herein by reference and attached hereto as Exhibit 99.1 and furnished according to this item.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(d) Exhibits
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| Exhibit No. |
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Description |
99.1
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Press Release of the Company dated July 24, 2008 to announce the operating results for the
three and six months ended June 30, 2008. |
Additional Information and Where to Find It
This communication is being made in respect of the proposed business combination involving
Republic and Allied. In connection with the proposed transaction, Republic plans to file with the
SEC a Registration Statement on Form S-4 containing a Joint Proxy Statement/Prospectus and each of
Republic and Allied plan to file with the SEC other documents regarding the proposed transaction.
The definitive Joint Proxy Statement/Prospectus will be mailed to stockholders of Republic and
Allied. INVESTORS AND SECURITY HOLDERS OF REPUBLIC AND ALLIED ARE URGED TO READ THE JOINT PROXY
STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY
BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
Investors and security holders will be able to obtain free copies of the Registration Statement and
the definitive Joint Proxy Statement/Prospectus (when available) and other documents filed with the
SEC by Republic and Allied through the website maintained by the SEC at www.sec.gov. Free copies of
the Registration Statement and the definitive Joint Proxy Statement/Prospectus (when available) and
other documents filed with the SEC can also be obtained by directing a request to Republic
Services, Inc., 110 SE 6th Street, 28th Floor, Fort Lauderdale, Florida, 33301 Attention: Investor
Relations or by directing a request to Allied Waste Industries, Inc., 18500 North Allied Way,
Phoenix, Arizona 85054, Attention: Investor Relations.
Participants in Solicitation
Republic, Allied and their respective directors and executive officers and other persons may
be deemed to be participants in the solicitation of proxies in respect of the proposed transaction.
Information regarding Republic’s directors and executive officers is available in its Annual Report
on Form 10-K for the year ended December 31, 2007, which was filed with the SEC on February 21,
2008, and its proxy statement for its 2008 annual meeting of stockholders, which was filed with the
SEC on April 2, 2008, and information regarding Allied’s directors and executive officers is
available in Allied’s Annual Report on Form 10-K, for the year ended December 31, 2007, which was
filed with the SEC on February 21, 2008 and its proxy statement for its 2008 annual meeting of
stockholders, which was filed with the SEC on April 10, 2008. Other information regarding the
participants in the proxy solicitation and a description of their direct and indirect interests, by
security holdings or otherwise, will be contained in the definitive Joint Proxy
Statement/Prospectus and other relevant materials to be filed with the SEC when they become
available.
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