- Current report filing (8-K)
12 December 2008 - 9:21AM
Edgar (US Regulatory)
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): December 11, 2008 (December 5, 2008)
Allied Waste Industries, Inc.
(Exact name of registrant as specified in charter)
Delaware
(State or other jurisdiction of incorporation)
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1-14705
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88-0228636
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(Commission File Number)
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(IRS Employer Identification No.)
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18500 North Allied Way
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Phoenix, Arizona
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85054
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code (480) 627-2700
Not Applicable
(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:
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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 240-13e-4(c))
TABLE OF CONTENTS
Item 2.01. Completion of Acquisition or Disposition of Assets.
On December 5, 2008, Allied Waste Industries, Inc. (Allied) merged with RS Merger Wedge,
Inc. (Merger Sub), a wholly owned subsidiary of Republic Services, Inc. (Republic),
with Allied continuing as the surviving corporation and a wholly owned subsidiary of
Republic (the Merger). The Merger was effected pursuant to an Agreement and Plan of
Merger dated as of June 22, 2008, as amended, by and among Republic, Allied, and Merger
Sub (the Merger Agreement). In connection with the Merger, each share of common stock of
Allied, par value $0.01 per share, was cancelled and converted into the right to receive .45 shares of Republic common stock, par value $0.01 per share. In connection with the
Merger, Republic issued approximately 196.2 million shares of Republic common stock to
Allied stockholders representing approximately 52% ownership of the combined company. Cash
will be paid in lieu of fractional shares of Republic common stock.
The foregoing description of the Merger Agreement and the Merger is not complete and is
qualified in its entirety by reference to the Merger Agreement, which was attached as
Exhibit 2.1 to Allieds Current Report on Form 8-K, filed with the Securities and Exchange
Commission (the SEC) on June 23, 2008, as Exhibit 2.1 to Allieds Current Report on
Form 8-K, filed with the SEC on August 6, 2008, and as
Exhibit 2.1 to this Current Report on Form 8-K, and is incorporated herein by this
reference.
Item 2.03
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Creation of a Direct Financial Obligation or an Obligation under an Off-Balance
Sheet Arrangement of a Registrant.
In connection with the Merger, on December 5, 2008, Allied and substantially all of its
subsidiaries entered into agreements to guaranty Republics
$1 billion and $1.75 billion credit
facilities and to guaranty approximately $1.05 billion of Republics outstanding debt
securities. The guaranty by Allied and substantially all of its subsidiaries became
effective on the day following the effective date of the Merger. The terms of the Republic
indebtedness contain customary provisions permitting the trustee and holders of such
indebtedness to accelerate the amounts outstanding thereunder, including for non-payment
of principal and interest.
Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard;
Transfer of Listing.
In connection with the completion of the Merger, Allied has notified the New York Stock
Exchange (the NYSE) that each outstanding share of Allied common stock was converted in
the Merger into the right to receive Republic common stock and has requested that the NYSE
file a notification of removal from listing on Form 25 with the SEC with respect to Allied
common stock. The NYSE filed the Form 25 with the SEC on December 8, 2008. Trading of
Allieds common stock on the NYSE was suspended as of the opening of trading on December
8, 2008.
Item 3.03. Material Modification to Rights of Security Holders.
Pursuant to the Merger Agreement, each outstanding share of Allied common stock was
converted in the Merger into the right to receive .45 fully paid and nonassessable whole shares of Republic common stock with any fractional shares to be paid in cash. In
addition, all Allied stock options and other equity awards to acquire Allieds common
stock outstanding immediately prior to the Merger were converted into stock options and
other equity awards to acquire the same number of shares of Republic common stock after
giving effect to the exchange ratio, under the same terms and conditions. See the
disclosure regarding the Merger and the Merger Agreement under Item 2.01 above for
additional information.
Item 5.01. Changes in Control of Registrant.
As a result of the Merger, Allied became a wholly-owned subsidiary of Republic. See the
disclosure regarding the Merger and the Merger Agreement under Item 2.01 above for
additional information.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
Each of John J. Zillmer , David P. Abney, Charles H. Cotros, James W. Crownover, William
J. Flynn, David I. Foley, Nolan Lehmann, Leon J. Level, James A. Quella and John M. Trani,
who constituted the Board of Directors of Allied prior to the Merger, resigned from their
directorships of Allied and any committees of which they were a member as of the effective
time of the Merger, and the Board of Directors of Allied removed each of the named
executive officers and the principal accounting officer of Allied, together with all of
the other officers of Allied, as of the effective time of the Merger. These resignations
and removals were not a result of any disagreements with Allied on any matter relating to
Allieds operations, policies or practices.
On December 4, 2008, the Board of Directors of Allied appointed the following officers as
of the effective time of the Merger:
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James E. OConnor as President and Chief Executive Officer. Prior to
consummation of the Merger, Mr. OConnor served as Chairman of the Board of
Directors of Republic since January 2003. He served as Republics Chief Executive
Officer and as a director since December 1998. From 1972 to 1978 and from 1982 to
1998, Mr. OConnor served in various positions with Waste Management, Inc., an
integrated solid waste service company, including Senior Vice President from 1997
to 1998, Area President of Waste Management of Florida, Inc. from 1992 to 1997,
Senior Vice President of Waste Management North America from 1991 to 1992 and
Vice President Southeastern Region from 1987 to 1991;
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Donald W. Slager as Vice President and Chief Operating Officer. Prior to
consummation of the Merger, Mr. Slager served as President and Chief Operating
Officer of Allied since January 2005. Prior to that, Mr. Slager served as
Executive Vice President and Chief Operating Officer from June 2003 to January
2005, and held various other positions with Allied, and a predecessor company
acquired by Allied since 1985;
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Tod C. Holmes as Vice President and Chief Financial Officer. Prior to
consummation of the Merger, Mr. Holmes served as Senior Vice President and Chief
Financial Officer of Republic since August 1998. Mr. Holmes served as Republics
Vice President Finance from June 1998 until August 1998 and as Vice President
of Finance of Republics former parent companys Solid Waste Group from January
1998 until June 1998. From 1987 to 1998, Mr. Holmes served in various positions
with Browning-Ferris Industries, Inc., including Vice President, Investor
Relations from 1996 to 1998, Divisional Vice President, Collection Operations from
1995 to 1996, Divisional Vice President and Regional Controller Northern Region
from 1993 to 1995, and Divisional Vice President and Assistant Corporate
Controller from 1991 to 1993;
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Timothy R. Donovan as Vice President and Secretary. Prior to consummation of
the Merger, Mr. Donovan served as Executive Vice President, General Counsel and
Corporate Secretary of Allied since April 2007. Prior to joining Allied, Mr.
Donovan was Executive Vice President, Strategy and Business Development, and
General Counsel of Tenneco Inc. Mr. Donovan joined Tenneco in 1999 as Senior Vice
President and General Counsel. He is a director of John B. Sanfilippo & Son, Inc.,
where he is a member of its Audit, Compensation, Nomination and Governance
Committees; and
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Charles F. Serianni as Vice President and Chief Accounting Officer.
Prior to the consummation of the Merger, Mr. Serianni served as Chief Accounting Officer
of Republic since 1998, including as Vice President since 2003.
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On December 4, 2008, the Board of Directors of Allied appointed the following individuals
to be directors of Allied as of the effective time of the Merger: James E. OConnor, Tod
C. Holmes and Timothy R. Donovan.
There are no transactions in which Messrs. OConnor, Slager, Holmes, Donovan or Serianni
has an interest requiring disclosure under Item 404(a) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit No.
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Description
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Exhibit 2.1
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Second Amendment to Agreement and Plan of Merger, dated as of
December 5, 2008, by and among Republic Services, Inc., RS
Merger Wedge, Inc. and Allied Waste Industries, Inc.
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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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Date: December 11, 2008
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ALLIED WASTE INDUSTRIES, INC.
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By:
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/s/ Timothy R. Donovan
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Timothy R. Donovan
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Vice President and Secretary
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