UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under
the Securities Exchange Act of 1934
(Amendment No. )*
REPUBLIC SERVICES, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of
Securities)
760759100
(CUSIP Number)
Brett J. Rodda, Esq. 35th Floor Los Angeles, California 90071-1560 (213) 683-9100 |
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Laurie A. Smiley, Esq. Arian Colachis, Esq. 2365 Carillon Point Kirkland, WA 98033 (425) 889-7900 |
(Name, Address and
Telephone Number of Person Authorized to
Receive Notices and Communications)
July 18, 2008
(Date of Event
which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [X].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. 760759100 |
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1 |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only) |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) o |
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(b) x |
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3 |
SEC Use Only |
4 |
Source of Funds (See Instructions) |
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6 |
Citizenship or Place of Organization |
Number of |
7 |
Sole Voting Power |
8 |
Shared Voting Power -0- |
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9 |
Sole Dispositive Power |
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10 |
Shared Dispositive Power -0- |
11 |
Aggregate Amount Beneficially Owned by Each
Reporting Person |
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13 |
Percent of Class Represented by Amount in Row (11) |
14 |
Type of Reporting Person (See Instructions) |
(1) All shares of Common Stock held by Cascade Investment, L.L.C. (Cascade) may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade. Michael Larson, the Business Manager of Cascade, has voting and investment power with respect to the shares of Common Stock held by Cascade. Mr. Larson disclaims any beneficial ownership of the shares of Common Stock beneficially owned by Cascade and Mr. Gates.
CUSIP No. 760759100 |
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1 |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only) |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) o |
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(b) x |
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3 |
SEC Use Only |
4 |
Source of Funds (See Instructions) |
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6 |
Citizenship or Place of Organization |
Number
of |
7 |
Sole Voting Power 27,192,451 (1) |
8 |
Shared Voting Power 1,350,000 (2) |
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9 |
Sole Dispositive Power |
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10 |
Shared Dispositive Power |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person 28,542,451 (1) (2) |
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13 |
Percent of Class Represented by Amount in Row (11) |
14 |
Type of Reporting Person (See Instructions) IN |
(1) Cascade Investment, L.L.C. (Cascade) holds 27,192,451 shares of Common Stock. For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all shares of Common Stock held by Cascade may be deemed to be beneficially owned by William H. Gates III as the sole member of Cascade. Michael Larson, the Business Manager of Cascade, has voting and investment power with respect to the shares of Common Stock held by Cascade. Mr. Larson disclaims any beneficial ownership of the shares of Common Stock beneficially owned by Cascade and Mr. Gates.
(2) The Bill & Melinda Gates Foundation Trust (Trust) holds 1, 350,000 shares of Common Stock. For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all shares of Common Stock held by the Trust may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co-Trustees of the Trust. Michael Larson has voting and investment power with respect to the shares of Common Stock owned by the Trust. Mr. Larson disclaims any beneficial ownership of the shares of Common Stock beneficially owned by the Trust or Mr. and Mrs. Gates.
CUSIP No. 760759100 |
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1 |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only) |
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2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) o |
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(b) x |
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3 |
SEC Use Only |
4 |
Source of Funds (See Instructions) |
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6 |
Citizenship or Place of Organization |
Number of |
7 |
Sole Voting Power |
8 |
Shared Voting Power 1,350,000 (1) |
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9 |
Sole Dispositive Power |
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10 |
Shared Dispositive Power 1,350,000 (1) |
11 |
Aggregate Amount Beneficially Owned by Each
Reporting Person |
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13 |
Percent of Class Represented by Amount in Row (11) |
14 |
Type of Reporting Person (See Instructions) |
(1) For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all shares of Common Stock held by the Bill & Melinda Gates Foundation Trust (the Trust) may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co-Trustees of the Trust. Michael Larson has voting and investment power with respect to the shares of Common Stock owned by the Trust. Mr. Larson disclaims any beneficial ownership of the shares of Common Stock beneficially owned by the Trust or Mr. and Mrs. Gates.
CUSIP No. 760759100 |
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1 |
Names of Reporting Persons. I.R.S. Identification Nos. of above persons
(entities only) |
2 |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) o |
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(b) x |
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3 |
SEC Use Only |
4 |
Source of Funds (See Instructions) |
5 |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6 |
Citizenship or Place of Organization |
Number
of |
7 |
Sole Voting Power -0- |
8 |
Shared Voting Power 1,350,000(1) |
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9 |
Sole Dispositive Power |
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10 |
Shared Dispositive Power |
11 |
Aggregate Amount Beneficially Owned by Each Reporting Person 1,350,000(1) |
12 |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13 |
Percent of Class Represented by Amount in Row (11) |
14 |
Type of Reporting Person (See Instructions) IN |
(1) For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all shares of Common Stock held by the Bill & Melinda Gates Foundation Trust (the Trust) may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co-Trustees of the Trust. Michael Larson has voting and investment power with respect to the shares of Common Stock owned by the Trust. Mr. Larson disclaims any beneficial ownership of the shares of Common Stock beneficially owned by the Trust or Mr. and Mrs. Gates.
Item 1. Security and Issuer
This statement relates to the Common Stock, par value $0.01 per share, (Common Stock) of Republic Services, Inc. (the Issuer). The principal executive offices of the Issuer are located at 110 South East 6th Street, 28th Floor, Fort Lauderdale, Florida 33301.
Item 2. Identity and Background
(a) This Statement is being filed jointly by Cascade Investment, L.L.C. (Cascade), the Bill & Melinda Gates Foundation Trust (the Trust), Melinda French Gates and William H. Gates III. The foregoing persons are hereinafter sometimes referred to collectively as the Reporting Persons. Neither the present filing nor anything contained herein shall be construed as an admission that Cascade, the Trust or Mr. and Mrs. Gates constitute a person for any purpose other than Section 13(d) of the Securities and Exchange Act of 1934, or that Cascade, the Trust and Mr. and Mrs. Gates constitute a group for any purpose.
(b)-(c) Cascade is a limited liability company organized under the laws of the State of Washington. Cascade is a private investment entity that seeks appreciation of its assets for the benefit of its owner. The address of Cascades principal place of business and principal office is 2365 Carillon Point, Kirkland, Washington 98033.
The Trust is a charitable trust established under the laws of the State of Washington. The Trust was established to invest and manage the endowment assets of Bill & Melinda Gates Foundation and to separate the investment and management activities of the endowment from the program work of the Foundation. The address of the principal place of business and principal office of the Trust is 1551 Eastlake Avenue E, Seattle, Washington 98102.
Mr. Gates, a natural person, is the Chairman of the Board of Microsoft Corporation. Mr. Gates is the sole member of Cascade and Co-Trustee of the Trust. The address of his principal office and principal place of business is One Microsoft Way, Redmond, Washington 98052.
Mrs. Gates, a natural person is a Co-Trustee of the Trust. The address of her principal office and principal place of business as Co-Trustee of the Trust is 1551 Eastlake Avenue E, Seattle, Washington 98102.
The executive officers and persons controlling Cascade are set forth in Exhibit 99.1, which is attached hereto and incorporated herein by reference. Exhibit 99.1 sets forth the following information with respect to each such person: (i) name; (ii) business address; (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) citizenship.
The trustees of the Trust are set forth in Exhibit 99.2, which is attached hereto and incorporated herein by reference. Exhibit 99.2 sets forth the following information with respect to each such person: (i) name; (ii) business address; (iii) present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted; and (iv) citizenship.
(d)-(e) During the last five years, none of the Reporting Persons nor any person named in Exhibits 99.1 or 99.2 has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) Mr. and Mrs. Gates are citizens of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
Cascade purchased the Common Stock of the Issuer with its working capital. Cascade did not purchase any Common Stock with borrowed funds.
The Trust purchased the Common Stock of the Issuer with its working capital. The Trust did not purchase any Common Stock with borrowed funds.
Item 4. Purpose of Transaction
Cascade acquired its shares of Common Stock of the Issuer for investment purposes only.
The Trust acquired its shares of Common Stock of the Issuer for investment purposes only.
On July 18, 2008, BGI, the investment office led by Michael Larson that manages the assets of Cascade and the Trust, issued the press release attached as Exhibit 99.3 regarding the proposal made by Waste Management, Inc. to acquire the Issuer.
The Reporting Persons will continue to evaluate their ownership and voting position in the Issuer and may consider the following future courses of action, among others: (i) continuing to hold the Common Stock for investment; (ii) disposing of all or a portion of the Common Stock in open market sales or in privately-negotiated transactions; (iii) acquiring additional Common Stock in the open market or in privately-negotiated transactions; (iv) entering into hedging transactions with respect to the Common Stock; (v) voting as each of them deems appropriate on existing or future proposals that may be submitted to the Issuers shareholders for approval; and/or (vi) seeking to have discussions with the Issuers management and board of directors regarding the Issuers business and ways to maximize shareholder value. The Reporting Persons have not as yet determined which, if any, of the courses of action specified in this paragraph they may take. The Reporting Persons future actions with regard to this investment are dependent on their evaluation of a variety of circumstances affecting the Issuer, and they each reserve the right to take whatever future action is deemed appropriate under the circumstances that then exist.
Except as set forth in this Schedule 13D, none of the Reporting Persons has any present intent or proposals that relate to or would result in: (a) the acquisition by any person of additional securities of the Issuer, or the disposition of securities of the Issuer; (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Issuer or any of its subsidiaries; (c) a sale or transfer of a material amount of assets of the Issuer or any of its subsidiaries; (d) any change in the present board of directors or management of the Issuer, including any plans or proposals to change the number or term of directors or to fill any vacancies on the board; (e) any material change in the present capitalization or dividend policy of the Issuer; (f) any other material change in the Issuers business or corporate structure; (g) changes in the Issuers charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Issuer by any person; (h) causing a class of securities of the Issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) any action similar to those enumerated above.
The Reporting Persons reserve the right to determine in the future whether to change the purpose or purposes described above and whether to adopt plans or proposals of the type specified above.
Item 5. Interest in Securities of the Issuer
(a) See items 11 and 13 of the cover pages to this Schedule 13D for the aggregate number of shares and percentage of Common Stock beneficially owned by each of the Reporting Persons.
(b) See items 7 through 10 of the cover pages to this Schedule 13D for the number of shares and percentage of Common Stock beneficially owned by each of the Reporting Persons as to which there is sole power to vote or to direct the vote, shared power to vote or to direct the vote and sole or shared power to dispose or to direct the disposition.
(c) Except as set forth in this Schedule 13D, none of the Reporting Persons, nor to the knowledge of the Reporting Persons, any of the persons listed on Exhibit 99.1, (i) beneficially owns any Common Stock or (ii) have effected any transaction in shares of Common Stock during the past 60 days.
(d) Except as set forth in this Schedule 13D, to the knowledge of the Reporting Persons, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, securities covered by this Schedule 13D.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Other than the relationships mentioned above and except for the Joint Filing Agreement, dated July 21, 2008, included on the signature page attached hereto, to the knowledge of the Reporting Persons, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any persons with respect to any securities of the Issuer, including, but not limited to, transfer or voting of any of the securities, finders fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits
Exhibit 99.1 |
List of each executive, director or person controlling Cascade Investment, L.L.C. |
Exhibit 99.2 |
List of each Co-Trustee of the Bill & Melinda Gates Foundation Trust |
Exhibit 99.3 |
Press Release dated July 18, 2008 |
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: July 21, 2008 |
CASCADE INVESTMENT, L.L.C. |
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/s/Michael Larson |
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Name: |
Michael Larson |
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Title: |
Business Manager |
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BILL & MELINDA GATES FOUNDATION TRUST |
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/s/Michael Larson |
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Name: |
Michael Larson (1) |
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Attorney-in-fact for
each of the Co- |
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WILLIAM H. GATES III |
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/s/Michael Larson |
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Name: |
Michael Larson (1)(2) |
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Title: |
Attorney-in-fact |
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MELINDA FRENCH GATES |
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/s/Michael Larson |
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Michael Larson (1) |
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Title: |
Attorney-in-fact |
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JOINT FILING AGREEMENT
We, the signatories of the statement to which this Joint Filing Agreement is attached, hereby agree that such statement is filed, and any amendments thereto filed by any or all of us will be filed on behalf of each of us.
Date: July 21, 2008 |
CASCADE INVESTMENT, L.L.C. |
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By |
/s/Michael Larson |
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Name: |
Michael Larson |
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Title: |
Business Manager |
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BILL & MELINDA GATES FOUNDATION TRUST |
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By |
/s/Michael Larson |
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Name: |
Michael Larson (1) |
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Title: |
Attorney-in-fact for
each of the Co- |
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WILLIAM H. GATES III |
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By |
/s/Michael Larson |
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Name: |
Michael Larson (1) (2) |
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Title: |
Attorney-in-fact |
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MELINDA FRENCH GATES |
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/s/Michael Larson |
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Name: |
Michael Larson (1) |
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Attorney-in-fact |
(1) Duly authorized under Special Power of Attorney appointing Michael Larson attorney-in-fact, dated November 13, 2006, by and on behalf of William H. Gates III and Melinda French Gates as Co-Trustees, filed as Exhibit 99.1 to the Bill & Melinda Gates Foundation Trusts Amendment No. 3 to Schedule 13G with respect to Coca-Cola FEMSA, S.A. de C.V. on February 13, 2007, SEC File No. 005-52421, and incorporated by reference herein.
(2) Duly authorized under Special Power of Attorney appointing Michael Larson attorney-in-fact, dated February 3, 2006, by and on behalf of William H. Gates III, filed as Exhibit 99.1 to Cascade Investment, L.L.C.s Amendment No. 2 to Schedule 13G with respect to Arch Capital Group Ltd. on March 7, 2006, SEC File No. 005-45257, and incorporated by reference herein.