8-KMaterial AgreementsExhibits & Filings

REPUBLIC SERVICES, INC. 8-K Report, Material Agreement (Aug 6, 2008)

Filed August 6, 2008For Securities:RSG

Summary

Republic Services, Inc. (RSG) filed an 8-K on August 5, 2008, primarily to disclose an amendment to its Agreement and Plan of Merger with Allied Waste Industries, Inc. (Allied). This amendment, dated July 31, 2008, modifies the original merger agreement by eliminating a proposed charter amendment for Republic and clarifying details regarding the issuance of Republic securities post-merger. Investors should note that this filing pertains to an ongoing merger process and provides procedural updates rather than significant financial performance data. The company emphasizes that forward-looking statements within the filing are subject to various risks and uncertainties inherent in such large-scale transactions, including regulatory approvals, economic conditions, and the potential for the combined entity to achieve expected synergies and earnings accretion. The filing also directs investors to upcoming proxy statements and prospectuses for more comprehensive information on the transaction and its participants.

Key Highlights

  • 1Republic Services, Inc. entered into Amendment No. 1 to its Agreement and Plan of Merger with Allied Waste Industries, Inc., dated July 31, 2008.
  • 2The amendment eliminates a proposed charter amendment for Republic Services, Inc. as previously outlined in the merger agreement.
  • 3Clarifications were made regarding the issuance of Republic Services, Inc. securities in connection with the merger with Allied Waste Industries.
  • 4The filing references a Joint Preliminary Proxy Statement/Prospectus filed on August 1, 2008, related to the proposed transaction.
  • 5Republic Services and Allied Waste Industries are urging investors to read the definitive Joint Proxy Statement/Prospectus and other SEC filings for detailed information about the merger.
  • 6The company includes standard cautionary language regarding forward-looking statements and lists numerous risks and uncertainties associated with the merger and future operations.

Frequently Asked Questions

The primary purpose of this 8-K filing is to report an amendment to the Agreement and Plan of Merger between Republic Services, Inc. and Allied Waste Industries, Inc. The amendment clarifies specific terms of the merger, notably removing a proposed charter amendment for Republic and providing details on security issuances.

No, this 8-K filing does not contain new financial results or performance data. It is focused on an update to the merger agreement with Allied Waste Industries and related procedural matters.

The company highlights several risks, including the possibility that closing conditions may not be met, required regulatory approvals might not be obtained or could come with unfavorable conditions, the combined company may fail to achieve anticipated synergies or earnings accretion, and financing for the transaction may not be secured. General economic conditions and litigation/regulatory matters are also cited as potential risks.

Investors are directed to read the definitive Joint Proxy Statement/Prospectus, which will be mailed to shareholders and filed with the SEC. Free copies of SEC filings can be obtained from the SEC's website (www.sec.gov) or directly from Republic Services and Allied Waste Industries Investor Relations departments.