0001104659-06-009628.txt : 20060215 0001104659-06-009628.hdr.sgml : 20060215 20060214183335 ACCESSION NUMBER: 0001104659-06-009628 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060215 DATE AS OF CHANGE: 20060214 GROUP MEMBERS: BILL & MELINDA GATES FOUNDATION GROUP MEMBERS: MELINDA FRENCH GATES GROUP MEMBERS: WILLIAM H. GATES III SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: REPUBLIC SERVICES INC CENTRAL INDEX KEY: 0001060391 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 650716904 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54333 FILM NUMBER: 06618800 BUSINESS ADDRESS: STREET 1: 110 SE 6TH STT 28TH FLR CITY: FORT LAUDERDALE STATE: FL ZIP: 33301 BUSINESS PHONE: 9547692400 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CASCADE INVESTMENT LLC CENTRAL INDEX KEY: 0001052192 IRS NUMBER: 911680459 STATE OF INCORPORATION: WA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 2365 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 BUSINESS PHONE: 4258030720 MAIL ADDRESS: STREET 1: 2365 CARILLON POINT CITY: KIRKLAND STATE: WA ZIP: 98033 SC 13G/A 1 a06-4895_8sc13ga.htm AMENDMENT

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. 6)*

REPUBLIC SERVICES, INC.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

760759100

(CUSIP Number)

December 31, 2005

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o	Rule 13d-1(b)
ý	Rule 13d-1(c)
o	Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's 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.

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Cascade Investment, L.L.C.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization State of Washington

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 18,128,301

			6.		Shared Voting Power –0–

			7.		Sole Dispositive Power 18,128,301

			8.		Shared Dispositive Power –0–

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 18,128,301

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 13.1%

	12.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Bill & Melinda Gates Foundation

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization State of Washington

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power –0–

			6.		Shared Voting Power 900,000*

			7.		Sole Dispositive Power –0–

			8.		Shared Dispositive Power 900,000*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 900,000*

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) .6%

	12.	Type of Reporting Person (See Instructions) OO

* 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 (the “Foundation”) may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co-Trustees of the Foundation. Michael Larson acts with investment discretion for Mr. and Mrs. Gates, as Co-Trustees of the Foundation, in respect of the Common Stock owned by the Foundation. Mr. Larson disclaims any beneficial ownership of the Common Stock beneficially owned by the Foundation or Mr. and Mrs. Gates.

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) William H. Gates III

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power 18,128,301*

			6.		Shared Voting Power 900,000*

			7.		Sole Dispositive Power 18,128,301*

			8.		Shared Dispositive Power 900,000*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 19,028,301*

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) 13.7%

	12.	Type of Reporting Person (See Instructions) IN

* All Common Stock held by Cascade Investment, L.L.C. (“Cascade”) may be deemed to be beneficially owned by William H. Gates III (“Gates”) as the sole member of Cascade. All Common Stock held by the Bill & Melinda Gates Foundation (the “Foundation”) may be deemed to be beneficially owned by William H. Gates III and Melinda French Gates as Co-Trustees of the Foundation. Michael Larson, the manager and executive officer of Cascade, has voting and investment power with respect to the Common Stock held by Cascade. In addition, Mr. Larson acts with investment discretion for Gates, as sole trustee of the Foundation, in respect of the Common Stock owned by the Foundation. Mr. Larson disclaims any beneficial ownership of the Common Stock beneficially owned by Cascade, the Foundation or Mr. and Mrs. Gates.

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Melinda French Gates

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)		o
		(b)		ý

	3.	SEC Use Only

	4.	Citizenship or Place of Organization United States of America

Number of Shares Beneficially Owned by Each Reporting Person With			5.		Sole Voting Power –0–

			6.		Shared Voting Power 900,000*

			7.		Sole Dispositive Power –0–

			8.		Shared Dispositive Power 900,000*

	9.	Aggregate Amount Beneficially Owned by Each Reporting Person 900,000*

	10.	Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) o

	11.	Percent of Class Represented by Amount in Row (9) .6%

	12.	Type of Reporting Person (See Instructions) IN

Item 1.
	(a)	Name of Issuer Republic Services, Inc. (the “Issuer”)
	(b)	Address of Issuer’s Principal Executive Offices 110 South East 6th Street, 28th Floor, Fort Lauderdale, FL 33301

Item 2.
	(a)	Name of Person Filing Cascade Investment, L.L.C., (“Cascade”), Bill & Melinda Gates Foundation (the “Foundation”), and Melinda French Gates and William H. Gates III (“Gates”).*
	(b)	Address of Principal Business Office or, if none, Residence Cascade – 2365 Carillon Point, Kirkland, Washington 98033 The Foundation – 1551 Eastlake Avenue E., Seattle, Washington 98102 Mr. Gates – One Microsoft Way, Redmond, Washington 98052 Mrs. Gates – 2365 Carillon Point, Kirkland, Washington 98033
	(c)	Citizenship Cascade is a limited liability company organized under the laws of the State of Washington. The Foundation is a charitable trust organized under the laws of the State of Washington. Both Mr. and Mrs. Gates are citizens of the United States of America.
	(d)	Title of Class of Securities Common Stock, par value $0.01 per share (“Common Stock”)
	(e)	CUSIP Number 760759100

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:
	Not Applicable.
	(a)	o	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
	(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
	(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
	(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).
	(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
	(f)	o	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
	(g)	o	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
	(h)	o	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

*Neither the present filing nor anything contained herein shall be construed as an admission that Cascade, the Foundation 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, the Foundation and Mr. and Mrs. Gates constitute a “group” for any purpose.

Item 4.	Ownership
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned: See the responses to Item 9 on the attached cover pages.
	(b)	Percent of class: See the responses to Item 11 on the attached cover pages.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote See the responses to Item 5 on the attached cover pages.
		(ii)	Shared power to vote or to direct the vote See the responses to Item 6 on the attached cover pages.
		(iii)	Sole power to dispose or to direct the disposition of See the responses to Item 7 on the attached cover pages.
		(iv)	Shared power to dispose or to direct the disposition of See the responses to Item 8 on the attached cover pages.

Item 5.	Ownership of Five Percent or Less of a Class
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.
	Not Applicable.

Item 6.	Ownership of More than Five Percent on Behalf of Another Person
	Not Applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
	Not Applicable.

Item 8.	Identification and Classification of Members of the Group
	See Exhibit 99.1

Item 9.	Notice of Dissolution of Group
	Not Applicable.

Item 10.	Certification
	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.

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: February 14, 2006

CASCADE INVESTMENT, L.L.C.

By	/s/ Michael Larson
Name:				Michael Larson
Title:				Business Manager

BILL & MELINDA GATES FOUNDATION

By	/s/ Michael Larson
Name:			Michael Larson(1)
Title:			Attorney–in–fact

WILLIAM H. GATES III

By	/s/ Michael Larson
Name:			Michael Larson(1)(2)
Title:			Attorney–in–fact

MELINDA FRENCH GATES

By:	/s/ Michael Larson
Name:		Michael Larson(1)
Title:		Attorney–in–fact

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 thereof filed by any of all of us will be filed, on behalf of each of us.

DATED: February 14, 2006

	CASCADE INVESTMENT, L.L.C.

	By	/s/ Michael Larson
	Name:			Michael Larson
	Title:			Business Manager

	BILL & MELINDA GATES FOUNDATION

	By	/s/ Michael Larson
	Name:			Michael Larson(1)
	Title:			Attorney–in–fact

	WILLIAM H. GATES III

	By		/s/ Michael Larson
	Name:			Michael Larson(1)(2)
	Title:			Attorney–in–fact

	MELINDA FRENCH GATES

	By:	/s/ Michael Larson
	Name:			Michael Larson(1)
	Title:			Attorney–in–fact

(1) Duly authorized under Special Power of Attorney appointing Michael Larson attorney-in-fact, dated February 4, 2005, by and on behalf of William H. Gates III and Melinda French Gates, as Co-Trustees filed as Exhibit 99.2 to Cascade Investment, L.L.C.’s Amendment No. 5 to Schedule 13G with respect to Canadian National Railway Company on February 11, 2005, SEC File No. 005-48661, and incorporated by reference herein.

(2) Duly authorized under Special Power of Attorney appointing Michael Larson attorney-in-fact, dated February 4, 2005, by and on behalf of William H. Gates III, filed as Exhibit 99.3 to Cascade Investment, L.L.C.’s Amendment No. 5 to Schedule 13G with respect to Canadian National Railway Company on February 11, 2005, SEC File No. 005-48661, and incorporated by reference herein.

EX-99.1 2 a06-4895_8ex99d1.htm EXHIBIT 99

EXHIBIT 99.1

ITEM 8 INFORMATION

The following may be deemed to be members of a group for purposes of this joint filing of a statement on Schedule 13G:

Cascade Investment, L.L.C., a limited liability company organized under the laws of the State of Washington;

Bill & Melinda Gates Foundation, a charitable trust organized under the laws of the State of Washington; William H.Gates III, a citizen of the United States of America; and Melinda French Gates, a citizen of the United States of America.