UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
REPUBLIC SERVICES, INC.
(Name of Issuer)
Common Stock, par value $0.01 per share
(Title of Class of Securities)
760759100
(CUSIP Number)
August 3, 2007
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
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Rule 13d-1(b) |
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x |
Rule 13d-1(c) |
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Rule 13d-1(d) |
*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 the disclosures provided in a prior cover page.
The information required in 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) |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number
of |
5. |
Sole Voting Power |
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6. |
Shared Voting
Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive
Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting
Person (See Instructions) |
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(1) For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all 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 Common Stock held by Cascade. Mr. Larson disclaims any beneficial ownership of the Common Stock beneficially owned by Cascade or Mr. 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) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number
of |
5. |
Sole Voting Power |
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6. |
Shared Voting
Power |
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7. |
Sole Dispositive
Power |
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8. |
Shared Dispositive
Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting
Person (See Instructions) |
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(1) For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Common Stock held by the Bill & Melinda Gates Foundation Trust (BMGFT) may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co-Trustees of BMGFT. Michael Larson acts with investment discretion for Mr. and Mrs. Gates, as Co-Trustees of BMGFT, in respect of the Common Stock owned by BMGFT. Mr. Larson disclaims any beneficial ownership of the Common Stock beneficially owned by BMGFT 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) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number
of |
5. |
Sole Voting Power |
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6. |
Shared Voting
Power |
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7. |
Sole Dispositive
Power |
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8. |
Shared Dispositive
Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting
Person (See Instructions) |
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(1) Cascade Investment, L.L.C. (Cascade) owns 27,192,451 shares of Common Stock. For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all 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 Common Stock held by Cascade. Mr. Larson disclaims any beneficial ownership of the Common Stock beneficially owned by Cascade or Mr. Gates.
(2) Bill & Melinda Gates Foundation Trust (BMGFT) owns 1,350,000 shares of Common Stock. For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Common Stock held by BMGFT may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co-Trustees of BMGFT. Mr. Larson acts with investment discretion for Mr. and Mrs. Gates, as Co-Trustees of BMGFT, in respect of the Common Stock owned by BMGFT. Mr. Larson disclaims any beneficial ownership of the Common Stock beneficially owned by BMGFT or Mr. and Mrs. Gates.
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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) |
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(b) |
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3. |
SEC Use Only |
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4. |
Citizenship or Place of
Organization |
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Number
of |
5. |
Sole Voting Power |
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6. |
Shared Voting
Power |
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7. |
Sole Dispositive Power |
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8. |
Shared Dispositive
Power |
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9. |
Aggregate Amount
Beneficially Owned by Each Reporting Person |
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10. |
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o |
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11. |
Percent of Class
Represented by Amount in Row (9) |
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12. |
Type of Reporting
Person (See Instructions) |
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(1) For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all Common Stock held by the Bill & Melinda Gates Foundation Trust (BMGFT) may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co-Trustees of BMGFT. Michael Larson acts with investment discretion for Mr. and Mrs. Gates, as Co-Trustees of BMGFT, in respect of the Common Stock owned by BMGFT. Mr. Larson disclaims any beneficial ownership of the Common Stock beneficially owned by BMGFT or Mr. and Mrs. Gates.
EXPLANATORY NOTE
This Amendment No. 7 to Schedule 13G is being filed to report a change in the reporting persons ownership percentage as a result of a decrease in the number of shares of Common Stock of Republic Services, Inc. (the Issuer) outstanding, as reported in the Issuers Form 10-Q for the quarter ended June 30, 2007, filed on August 3, 2007. The reporting persons have not acquired any shares of the Issuers Common Stock since the filing of Amendment No. 6 in February 2006. The increase in the number of shares held by the reporting persons since the filing of Amendment No. 6 is the result of a 3-for-2 stock split in the form of a stock dividend, effective on March 16, 2007, to stockholders of record as of March 5, 2007.
Item 1. |
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(a) |
Name of Issuer |
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(b) |
Address of Issuers
Principal Executive Offices |
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Item 2. |
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(a) |
Name of Person Filing |
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(b) |
Address of Principal
Business Office or, if none, Residence |
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(c) |
Citizenship |
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(d) |
Title of Class of
Securities |
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(e) |
CUSIP Number |
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Item 3. |
If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
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Not Applicable. |
*Neither the present filing nor anything contained herein shall be construed as an admission that Cascade, BMGFT or Mr. and Mrs. Gates constitute a person for any purpose other than Section 13(g) of the Securities Exchange Act of 1934, or that Cascade, BMGFT and Mr. and Mrs. Gates constitute a group for any purpose.
Item 4. |
Ownership |
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1. |
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(a) |
Amount beneficially owned: See the responses to Item 9 on the attached cover pages. |
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(b) |
Percent of class: See the responses to Item 11 on the attached cover pages. |
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(c) |
Number of shares as to which the person has:
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(i) |
Sole power to vote or to direct the vote See the responses to Item 5 on the attached cover pages. |
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(ii) |
Shared power to vote or to direct the vote See the responses to Item 6 on the attached cover pages. |
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(iii) |
Sole power to dispose or to direct the disposition of See the responses to Item 7 on the attached cover pages. |
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(iv) |
Shared power to dispose or to direct the disposition of See the responses to Item 8 on the attached cover pages. |
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Item 5. |
Ownership of Five Percent or Less of a Class |
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following o. |
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Not Applicable. |
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Item 6. |
Ownership of More than Five Percent on Behalf of Another Person |
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Not Applicable. |
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Item 7. |
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person |
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Not Applicable. |
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Item 8. |
Identification and Classification of Members of the Group |
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See Exhibit 99.1 |
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Item 9. |
Notice of Dissolution of Group |
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Not Applicable. |
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Item 10. |
Certification |
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. |
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.
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Date: August 24, 2007 |
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CASCADE INVESTMENT, L.L.C. (1) |
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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 (1) |
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By |
/s/ Michael Larson |
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Name: |
Michael Larson(2) |
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Title: |
Attorney-in-fact for each of the Co-Trustees, William H. Gates III and Melinda French Gates |
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WILLIAM H. GATES III (1) |
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By |
/s/ Michael Larson |
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Name: |
Michael Larson(2)(3) |
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Title: |
Attorney-in-fact |
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MELINDA FRENCH GATES(1) |
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By: |
/s/ Michael Larson |
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Name: |
Michael Larson(2) |
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Title: |
Attorney-in-fact |
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(1) This amendment is being filed jointly by Cascade Investment, L.L.C., Bill & Melinda Gates Foundation Trust (formerly known as Bill & Melinda Gates Foundation), William H. Gates III, and Melinda French Gates pursuant to the Joint Filing Agreement dated February 14, 2006, which was included with the signature page to Cascade Investment, L.L.C.s Amendment No. 6 to Schedule 13G with respect to Republic Services, Inc. filed on February 15, 2006, SEC File No. 005-54333, and is incorporated by reference herein.
(2) 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 of the Bill & Melinda Gates Foundation Trust, 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.
(3) 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.