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) November 26, 2007
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation)
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1-14267
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65-0716904 |
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(Commission File Number)
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(IRS Employer 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) |
(Registrants 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 8.01. OTHER EVENTS.
As previously reported in a Form 8-K dated April 3, 2007, Republic Services of Ohio II, LLC
(Republic-Ohio), an Ohio limited liability company and wholly owned subsidiary of Republic
Services, Inc. (the Company), was issued Final Findings and Orders (F&Os) from the Ohio
Environmental Protection Agency (OEPA). The F&Os relate to environmental conditions attributed
to a chemical reaction resulting from the disposal of aluminum production waste at the Countywide
Recycling and Disposal Facility (Countywide) in East Sparta, Ohio. The F&Os require Republic-Ohio
to undertake certain actions to address the environmental conditions, including, without
limitation, the following actions: (a) prohibiting leachate recirculation, (b) refraining from the
disposal of solid waste in certain portions of the site, (c) updating engineering plans and
specifications and providing further information regarding the integrity of various engineered
components at the site, (d) performing additional data collection, (e) taking additional measures
to address emissions, (f) expanding the gas collection and control system, (g) submitting a plan to
the OEPA to suppress the chemical reaction and, following approval by the OEPA, implementing such
plan. In addition, RepublicOhio has agreed with the OEPA to undertake certain other remedial
actions including, without limitation, installing a fire break and removing liquids from gas
extraction wells. Currently, Republic-Ohio is performing certain interim remedial actions required
by the OEPA, but the OEPA has not approved Republic-Ohios plan to suppress the chemical reaction.
Recently, the Company has learned that the Commissioner of the Stark County Health Department will
recommend that the Health Board suspend Countywides annual operating license.
The Company believes that RepublicOhio has diligently performed all actions required under the
F&Os and that Countywide does not pose a threat to the environment. In addition, there are
indications that the reaction is beginning to subside. As such, the Company believes that
RepublicOhio satisfies the rules and regulations that govern the operating license at Countywide.
The Company disagrees with the Commissioners recommendation and will pursue all legal remedies available to ensure that Countywide remains a licensed facility. These
remedies may be lengthy, but the Company believes that
RepublicOhio will ultimately prevail in the
event the Health Board acts upon the Commissioners recommendation and suspends Countywides annual
operating license.
If RepublicOhio is not successful with such legal remedies, the Company will
be required to close Countywide and record a non-cash charge of up to approximately $90 million for
asset impairment and a charge of approximately $10 million for acceleration of future capping,
closure and post-closure activities. In addition, the Company will forego future cash flows
expected to be generated by Countywide and the Companys
Cleveland and Akron marketplaces. These
annual projected future operating cash flows are estimated to be
approximately $15 million for 2008. At
projected annual volumes, Countywide has an estimated remaining life of 20 years.
The Company intends to vigorously pursue financial contribution from third parties for its costs to
comply with the F&Os, other required remedial actions and, if necessary, any costs related to the
closing of Countywide.
Certain statements and information included herein constitute forward-looking statements within
the meaning of the Federal Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors which may cause the
actual results, performance, or achievements of the Company to be materially different from any
future results, performance, or achievements expressed or implied in or by such forward-looking
statements. Such factors include, among other things:
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whether the Companys estimates and assumptions concerning its selected balance sheet
accounts, income tax accounts, final capping, closure, post-closure and remediation costs,
available airspace, and projected costs and expenses related to the Companys landfills and
property and equipment, and labor, fuel rates and economic and inflationary trends, turn
out to be correct or appropriate; |
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various factors that will impact the actual business and financial performance of the
Company such as competition and demand for services in the solid waste industry; |
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