0001104659-12-078712.txt : 20121119 0001104659-12-078712.hdr.sgml : 20121119 20121119060102 ACCESSION NUMBER: 0001104659-12-078712 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20121119 DATE AS OF CHANGE: 20121119 GROUP MEMBERS: BILL & MELINDA GATES FOUNDATION TRUST 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 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-54333 FILM NUMBER: 121213074 BUSINESS ADDRESS: STREET 1: 18500 N. ALLIED WAY CITY: PHOENIX STATE: AZ ZIP: 85054 BUSINESS PHONE: 480 627 2700 MAIL ADDRESS: STREET 1: 18500 N. ALLIED WAY CITY: PHOENIX STATE: AZ ZIP: 85054 FORMER COMPANY: FORMER CONFORMED NAME: REPUBLIC SERVICES INC DATE OF NAME CHANGE: 19980423 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 13D/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 13D/A 1 a12-27435_2sc13da.htm SC 13D/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

SCHEDULE 13D

 

 

Under the Securities Exchange Act of 1934

(Amendment No. 17)*

 

 

 

REPUBLIC SERVICES, INC.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

760759100

(CUSIP Number)

 

 

Laurie A. Smiley, Esq.

2365 Carillon Point

Kirkland, WA 98033

(425) 889-7900

 

(Name, Address and Telephone Number of Person Authorized to

Receive Notices and Communications)

 

November 13, 2012

(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 [  ].

 

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 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 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

 

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

Source of Funds (See Instructions)
WC

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization
State of Washington

 

Number of Shares
Beneficially
Owned by Each
Reporting Person
With

7

Sole Voting Power
89,063,245
(1)

 

 

 

8

Shared Voting Power

-0-

 

 

 

9

Sole Dispositive Power
89,063,245
(1) 

 

 

 

10

Shared Dispositive Power

-0-

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
89,063,245
(1)

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

13

Percent of Class Represented by Amount in Row (11)
24.4%
(2)

 

14

Type of Reporting Person (See Instructions)
OO

 

 

(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.

(2) Based on 364,702,791 shares of Common Stock outstanding as of October 18, 2012 as reported on the Issuer’s Form 10-Q filed on November 2, 2012.

 

2



 

CUSIP No.  760759100

 

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

Source of Funds (See Instructions)
WC

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of Shares
Beneficially
Owned by Each
Reporting Person
With

7

Sole Voting Power
89,063,245
(1)

 

 

 

8

Shared Voting Power

1,350,000(2)

 

 

 

9

Sole Dispositive Power
89,063,245
(1) 

 

 

 

10

Shared Dispositive Power

1,350,000(2)

 

11

Aggregate Amount Beneficially Owned by Each Reporting Person
90,413,245
(1) (2)

 

12

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o

 

 

13

Percent of Class Represented by Amount in Row (11)
24.8%
(3)

 

14

Type of Reporting Person (See Instructions)
IN

 

 

(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.

(2) For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all shares of Common Stock beneficially owned by 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.

(3) Based on 364,702,791 shares of Common Stock outstanding as of October 18, 2012 as reported on the Issuer’s Form 10-Q filed on November 2, 2012.

 

3



 

CUSIP No.  760759100

 

 

 

 

1

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

 

2

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)     o

 

 

 

(b)     ý

 

 

3

SEC Use Only

 

 

4

Source of Funds (See Instructions)
WC

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization
State of Washington

 

Number of Shares
Beneficially
Owned by Each
Reporting Person
With

7

Sole Voting Power
-0-

 

 

 

8

Shared Voting Power

1,350,000(1)

 

 

 

9

Sole Dispositive Power
-0-

 

 

 

10

Shared Dispositive Power

1,350,000(1)

 

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

 

 

13

Percent of Class Represented by Amount in Row (11)
0.4%
(2)

 

14

Type of Reporting Person (See Instructions)
OO

 

 

(1) For purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, all shares of Common Stock beneficially owned by 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.

(2) Based on 364,702,791 shares of Common Stock outstanding as of October 18, 2012 as reported on the Issuer’s Form 10-Q filed on November 2, 2012.

 

4



 

CUSIP No.  760759100

 

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

Source of Funds (See Instructions)
WC

 

5

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

 

 

6

Citizenship or Place of Organization
United States of America

 

Number of Shares
Beneficially
Owned by Each
Reporting Person
With

7

Sole Voting Power
-0-

 

 

 

8

Shared Voting Power

1,350,000(1)

 

 

 

9

Sole Dispositive Power
-0-

 

 

 

10

Shared Dispositive Power

1,350,000(1)

 

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

 

 

13

Percent of Class Represented by Amount in Row (11)
0.4%
(2)

 

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 beneficially owned by 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.

(2) Based on 364,702,791 shares of Common Stock outstanding as of October 18, 2012 as reported on the Issuer’s Form 10-Q filed on November 2, 2012.

 

5



 

EXPLANATORY STATEMENT

 

 

This Amendment No. 17 to Schedule 13D (“Amendment”) amends and supplements the Schedule 13D previously filed by Cascade Investment, L.L.C. (“Cascade”), Bill & Melinda Gates Foundation Trust (the “Trust”), William H. Gates III and Melinda French Gates (together with Cascade and the Trust, the “Reporting Persons”) with the Securities and Exchange Commission on July 21, 2008, as amended on August 1, 2008, August 18, 2008, September 22, 2008, December 16, 2008, January 15, 2009, January 29, 2009, February 9, 2009, February 23, 2009, March 3, 2009, October 30, 2009, November 5, 2010, August 18, 2011, and December 9, 2011, May 4, 2012, May 25, 2012, and August 3, 2012  relating to the Common Stock, par value $0.01 per share (the “Common Stock”) of Republic Services, Inc. (the “Issuer”).  Neither the present filing nor anything contained herein shall be construed as an admission that the Reporting Persons constitute a “group” for any purpose and the Reporting Persons expressly disclaim membership in a group.

 

 

Item 3.           Source and Amount of Funds or Other Consideration

 

Item 3 of the Schedule 13D is hereby amended by the addition of the following:

 

During the period September 26, 2012 through November 16, 2012, Cascade purchased 12,714,185 shares of Common Stock with its working capital for an aggregate purchase price of $341,742,212.55 (including commissions).

 

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)     During the period September 26, 2012 through November 16, 2012, Cascade engaged in open-market transactions as set forth in Exhibit 99.1 to this filing and incorporated herein by reference.

 

Item 7.     Material to be Filed as Exhibits

 

Item 7 of the Schedule 13D is hereby amended by the addition of the following:

 

Exhibit 99.1     Transactions by Cascade

 

6



 

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:  November 16, 2012

CASCADE INVESTMENT, L.L.C.(1)

 

 

 

 

 

By:

*

 

 

 

Name:

Alan Heuberger(2)

 

 

Title:

Attorney-in-fact for Michael Larson,
 Business Manager

 

 

 

 

 

BILL & MELINDA GATES FOUNDATION TRUST(1)

 

 

 

 

 

By:

*

 

 

 

Name:

Alan Heuberger (3)

 

 

Title:

Attorney-in-fact for each of the Co-
Trustees, William H. Gates III and
Melinda French Gates

 

 

 

 

 

WILLIAM H. GATES III(1)

 

 

 

 

 

By:

*

 

 

 

Name:

Alan Heuberger(3)(4)

 

 

Title:

Attorney-in-fact

 

 

 

 

 

MELINDA FRENCH GATES(1)

 

 

 

 

 

By:

*

 

 

 

Name:

Alan Heuberger(3)

 

 

Title:

Attorney-in-fact

 

 

 

 

*

By:

/s/Alan Heuberger

 

 

 

Alan Heuberger

 

(1)This Amendment is being filed jointly by the Reporting Persons pursuant to the Joint Filing Agreement dated July 21, 2008 and included with the signature page to the Reporting Persons’ Schedule 13D filed on July 21, 2008, SEC File No. 005-54333, and incorporated by reference herein.

 

(2) Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of Michael Larson, filed as Exhibit 99.1 to Amendment No. 1 to Cascade’s Schedule 13D with respect to Otter Tail Corporation on April 15, 2009, SEC File No. 005-06638, and incorporated by reference herein.

 

(3) Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of William H. Gates III and Melinda French Gates as Co-Trustees, filed as Exhibit 99.5 to Cascade’s Schedule 13D with respect to Grupo Televisa, S.A.B. on May 7, 2009, SEC File No. 005-60431, and incorporated by reference herein.

 

(4) Duly authorized under Special Limited Power of Attorney appointing Alan Heuberger attorney-in-fact, dated August 12, 2008, by and on behalf of William H. Gates III, filed as Exhibit 99.2 to Amendment No. 1 to Cascade’s Schedule 13D with respect to Otter Tail Corporation on April 15, 2009, SEC File No. 005-06638, and incorporated by reference herein.

 

7


EX-99.1 2 a12-27435_2ex99d1.htm EX-99.1

Exhibit 99.1

 

The table below specifies the date of transaction, the number of shares acquired, the weighted-average purchase price and the range of price per share of Common Stock of Republic Services, Inc. purchased by Cascade Investment, L.L.C. (“Cascade”) during the time specified.  Cascade undertakes to provide upon request by the staff of the Securities and Exchange Commission full information regarding the number of shares purchased at each separate price.  All transactions were effected in the open market on the New York Stock Exchange or through Electronic Communication Networks.

 

 

Date of Transaction

 

 

Number of Shares of
Common Stock Acquired

 

 

Weighted-Average Price Paid Per
Share  ($)

 

 

Range of Price Paid Per Share ($)

 

11/16/2012

 

 

731,169

 

 

 

26.9235

 

 

26.7000 – 27.0500

 

11/15/2012

 

 

974,506

 

 

 

26.5497

 

 

26.4900 - 26.6200

 

11/14/2012

 

 

1,173,375

 

 

 

26.6216

 

 

26.4800 - 26.7800

 

11/13/2012

 

 

8,140,552

 

 

 

26.8000

 

 

26.7000 - 26.8000

 

9/28/2012

 

 

493,810

 

 

 

27.3969

 

 

27.2500 - 27.5050

 

9/27/2012

 

 

1,005,746

 

 

 

27.3286

 

 

27.1800 - 27.4500

 

9/26/2012

 

 

195,027

 

 

 

27.3696

 

 

27.3450 - 27.3450