This summary highlights information contained elsewhere in this joint proxy statement/prospectus. It does not contain all of the information that may be important to you. You are urged to read carefully this entire document, including the attached annexes, and the other documents to which this joint proxy statement/prospectus refers you in order for you to understand fully the proposed merger. See “Where You Can Find More Information” beginning on page 157. Each item in this summary refers to the page of this joint proxy statement/prospectus on which that subject is discussed in more detail.

 

Republic Services, Inc. (see page 104)

 

110 S.E. 6^th Street, 28^th Floor

Fort Lauderdale, Florida 33301

(954) 769-2400

www.republicservices.com (The information contained on Republic’s website is not deemed part of this joint proxy statement/prospectus.)

 

Republic is a leading provider of services in the domestic non-hazardous solid waste industry with reported revenues of approximately $3.2 billion and $3.1 billion for the years ended December 31, 2007 and 2006, respectively. Republic provides non-hazardous solid waste collection services for commercial, industrial, municipal and residential customers through 136 collection companies in 21 states. Republic also owns or operates 93 transfer stations, 58 solid waste landfills and 33 recycling facilities.

 

Allied Waste Industries, Inc. (see page 104)

 

18500 North Allied Way

Phoenix, Arizona 85054

(480) 627-2700

www.alliedwaste.com (The information contained on Allied’s website is not deemed part of this joint proxy statement/prospectus.)

 

Allied is the country’s second largest non-hazardous, solid waste management company with reported revenues of approximately $6.1 billion and $5.9 billion for the years ended December 31, 2007 and 2006, respectively. Allied provides collection, transfer, recycling and disposal services for more than 8 million residential, commercial and industrial customers. Allied serves its customers through a network of 291 collection companies, 161 transfer stations, 160 active landfills and 53 recycling facilities in 123 markets within 37 states and Puerto Rico.

 

The Agreement and Plan of Merger, dated as of June 22, 2008, as amended on July 31, 2008, among Republic Services, Inc., RS Merger Wedge, Inc. and Allied Waste Industries, Inc., which is referred to as the merger agreement, is included as Annex A to this joint proxy statement/prospectus. Allied and Republic encourage you to carefully read the merger agreement in its entirety because it is the principal legal agreement that governs the merger.

 

Structure of the Merger (see page 47)

 

Subject to the terms and conditions of the merger agreement and in accordance with Delaware law, RS Merger Wedge, Inc., a wholly owned subsidiary of Republic that was formed for the purpose of the merger, will be merged with and into Allied, with Allied surviving the merger and becoming a wholly owned subsidiary of Republic. Immediately following the merger, Republic will continue to be named “Republic

Services, Inc.” and will be the parent company of Allied. Accordingly, after the effective time of the merger, shares of Allied common stock will no longer be publicly traded.

 

Merger Consideration (see page 105)

 

Allied Stockholders.  As a result of the merger, at the effective time, Allied stockholders will be entitled to receive .45 shares of Republic common stock for each share of Allied common stock that they own. The number of shares of Republic common stock delivered in respect of each share of Allied common stock pursuant to the merger is referred to as the exchange ratio. This exchange ratio is fixed and will not be adjusted to reflect stock price changes prior to the effective time of the merger. Republic will not issue any fractional shares of Republic common stock pursuant to the merger. Instead, Allied stockholders will be entitled to receive cash for any fractional shares of Republic common stock that they otherwise would have received pursuant to the merger (after aggregating all shares held). The amount of cash for each fractional share will be calculated by multiplying the fraction of a share of Republic common stock to which the Allied stockholder would have been entitled to receive in the merger by the closing sale price of a share of Republic common stock on the first trading day immediately following the effective time of the merger. The Republic common stock received based on the exchange ratio, together with any cash received in lieu of fractional shares, is referred to as the merger consideration. For more information about fractional share treatment, please see “The Merger Agreement — Merger Consideration — Fractional Shares” beginning on page 105.

 

Republic Stockholders.  Republic stockholders will continue to own their existing shares of Republic common stock after the merger. Each share of Republic common stock will represent one share of common stock in the combined company.

 

Ownership of the Combined Company After the Merger (see page 47)

 

As of June 30, 2008, Republic has approximately 181.9 million outstanding shares of Republic common stock and has reserved approximately 10.5 million shares of Republic common stock in connection with the exercise of outstanding Republic options and other equity-based awards. Pursuant to the merger, at the effective time of the merger, Republic (1) will issue approximately 196.2 million shares of Republic common stock and (2) will reserve for issuance approximately 14.1 million shares of Republic common stock in connection with the exercise or settlement of Allied equity-based awards and conversion of the Allied convertible debentures. Republic and Allied expect that the shares of Republic common stock issued in connection with the merger in respect of outstanding Allied common stock will represent approximately 51.7% of the outstanding common stock of the combined company immediately after the merger on a diluted basis. Shares of Republic common stock held by Republic stockholders immediately prior to the merger will represent approximately 48.3% of the outstanding common stock of the combined company immediately after the merger on a diluted basis.

 

Comparative Per Share Market Price and Dividend Information (see page 23)

 

Republic common stock is listed on the NYSE under the symbol “RSG.” Allied common stock is listed on the NYSE under the symbol “AW.” The following table sets forth the closing sale prices of Republic common stock as reported on the NYSE and the closing sale prices of Allied common stock as reported on the NYSE, each on June 12, 2008, the last trading day before the day on which Republic and Allied confirmed that they were involved in discussions regarding a possible business combination, on June 20, 2008, the last trading day before the day on which Republic and Allied announced the execution of the merger agreement, and on [          ], 2008, the last trading day before the Republic and Allied record date. This table also

shows the implied value of an Allied common share, which was calculated by multiplying the closing price of Republic common stock on those dates by the exchange ratio of .45.

 

 

The market prices of Republic common stock and Allied common stock will fluctuate before the special meetings and before the merger is completed. Therefore, you should obtain current market quotations for Republic common stock and Allied common stock.

 

Comparison of Stockholder Rights

 

Republic and Allied are both Delaware corporations. The Republic Amended and Restated Certificate of Incorporation and amended and restated bylaws contain provisions that are different from the Allied Amended and Restated Certificate of Incorporation and amended and restated bylaws. In connection with the merger, Republic will amend and restate its bylaws to provide for certain corporate governance and other matters. For a discussion of certain differences among the rights of stockholders, see “Comparison of Stockholder Rights” beginning on page 134.

 

Recommendations to Stockholders

 

Recommendations to Republic Stockholders.  The Republic board of directors has unanimously determined that the Republic share issuance in connection with the merger is advisable and in the best interests of Republic and its stockholders. The Republic board of directors recommends that Republic stockholders vote:

 

 

For additional information see “The Republic Special Meeting — Board Recommendations” beginning on page 122.

 

Recommendations to Allied Stockholders.  The Allied board of directors has unanimously determined that the merger agreement and the merger contemplated by the merger agreement are advisable and in the best interests of Allied and its stockholders. The Allied board of directors recommends that Allied stockholders vote:

 

 

For additional information see “The Allied Special Meeting — Board Recommendations” beginning on page 126.

 

In making their respective recommendations, each of the Republic board of directors and the Allied board of directors considered, among other matters, the strategic benefits of combining the two companies, the strong financial foundation of the combined company, the synergies and cost savings expected to be achieved by the merger, the strengthened management team of the combined company and the net growth opportunities available to the combined company. For additional information see “The Merger — Rationale for the Merger” beginning on page 58. In addition, in making its respective recommendation, each board considered those further matters set forth under the headings “The Merger — Republic Reasons for the Merger” and “The Merger — Allied Reasons for the Merger” beginning on pages 60 and 73, respectively.

 

Opinions of Financial Advisors (see pages 64 and 77)

 

Republic.  In connection with the merger, the Republic board of directors received an oral opinion, subsequently confirmed by delivery of a written opinion dated June 22, 2008, from Merrill Lynch, Pierce, Fenner & Smith Incorporated, which is referred to as Merrill Lynch, as to the fairness, from a financial point of view and as of the date of such opinion, to Republic of the exchange ratio provided for in the merger agreement. The full text of the written opinion of Merrill Lynch is attached to this joint proxy statement/prospectus as Annex C. Republic stockholders are encouraged to read this opinion carefully in its entirety for a description of the assumptions made, matters considered and qualifications and limitations on the review undertaken. Merrill Lynch’s opinion as to the fairness, from a financial point of view, of the exchange ratio to Republic was provided to the Republic board of directors in connection with its evaluation of the exchange ratio from a financial point of view, does not address any other aspect of the merger and does not constitute a recommendation to any stockholder as to how that stockholder should vote on the proposed merger or any related matter.

 

Allied.  In connection with the merger, the Allied board of directors received a written opinion, dated June 22, 2008, from Allied’s financial advisor, UBS Securities LLC, which is referred to as UBS, as to the fairness, from a financial point of view and as of the date of such opinion, of the exchange ratio provided for in the merger to the holders of Allied common stock. The full text of UBS’ written opinion, dated June 22, 2008, is attached to this joint proxy statement/prospectus as Annex D. UBS’ opinion was provided for the benefit of Allied’s board of directors in connection with, and for the purpose of, its evaluation of the exchange ratio from a financial point of view and does not address any other aspect of the merger. The opinion does not address the relative merits of the merger as compared to other business strategies or transactions that might be available with respect to Allied or Allied’s underlying business decision to effect the merger. The opinion does not constitute a recommendation to any stockholder as to how to vote or act with respect to the merger. Holders of Allied common stock are encouraged to read UBS’ opinion carefully in its entirety for a description of the assumptions made, procedures followed, matters considered and limitations on the review undertaken by UBS.

 

Allied Options, Other Equity-Based Awards and Convertible Debentures (see page 106)

 

At the effective time of the merger, each outstanding option issued by Allied to purchase shares of Allied common stock, which is referred to as an Allied option, will be converted into an option to purchase shares of Republic common stock on the same terms and conditions as were applicable before the merger (but taking into account any acceleration of Allied options in connection with the merger) except that the holder thereof will be allowed to purchase shares of Republic common stock equal to (1) the number of shares of Allied common stock subject to the Allied option before the completion of the merger multiplied by (2) .45, which is the exchange ratio, (3) with the result rounded to the nearest whole share. In addition, at the effective time of the merger, each option that has been converted into an option to purchase shares of Republic common stock will have an exercise price per share equal to (1) the exercise price per share of Allied common stock purchasable pursuant to the Allied option before the completion of the merger divided by (2) .45, which is the exchange ratio, (3) with the result rounded to the nearest whole cent.

 

At the effective time of the merger, each outstanding Allied restricted share, restricted stock unit and deferred stock unit, which are referred to as other Allied equity-based awards, will be converted into a restricted share, restricted stock unit or deferred stock unit of Republic, respectively, on the same terms and conditions (but taking into account any acceleration of Allied equity-based awards in connection with the merger) as were applicable before the merger except that the number of shares of Republic common stock subject to the converted other Allied equity-based award will equal (1) the number of shares of Allied common stock subject to the equity-based award before the completion of the merger multiplied by (2) .45, which is the exchange ratio, (3) with the result rounded to the nearest whole share. For more information regarding Allied equity-based awards, please see “The Merger Agreement — Allied Options, Other Equity-Based Awards and Convertible Debentures” beginning on page 106.

 

In April 2004, Allied issued $230 million of 4.25% senior subordinated convertible debentures due 2034. The debentures are convertible into 11.3 million shares of Allied common stock at a conversion price of

$20.43 per share. Each convertible debenture outstanding immediately prior to the effective time will, following the merger, remain outstanding and cease to be convertible into Allied common stock and the holder of such convertible debenture will become entitled to receive, upon conversion thereof, Republic common stock that such holder would have received in the merger if such holder had converted the holder’s debenture to Allied common stock immediately prior to the merger.

 

Interests of Republic and Allied Executive Officers and Directors in the Merger (see pages 71 and 85)

 

When you consider the Republic and Allied board of directors’ respective recommendations that stockholders vote in favor of the proposals described in this joint proxy statement/prospectus, you should be aware that (1) some Republic executive officers and directors may have interests that may be different from, or in addition to, Republic stockholders’ interests, including their receipt of severance benefits under existing Republic employment arrangements, accelerated vesting of Republic equity-based awards and participation in various benefits plans, and (2) some Allied executive officers and directors may have interests that may be different from, or in addition to, Allied stockholders’ interests, including their receipt of severance benefits under existing Allied employment arrangements, accelerated vesting of Allied equity-based awards and participation in various benefits plans.

 

No Appraisal Rights (see page 92)

 

Under Delaware law, Republic and Allied stockholders have no right to an appraisal of the fair value of their shares in connection with the merger.

 

Material Federal Income Tax Consequences of the Merger (see page 93)

 

An Allied stockholder’s receipt of Republic common stock pursuant to the merger will generally be tax-free for U.S. federal income tax purposes, except for taxes that may result from any receipt of cash in lieu of a fractional share of Republic common stock. There will be no U.S. federal income tax consequences to a holder of Republic common stock as a result of the merger.

 

The U.S. federal income tax consequences described above may not apply to some holders of Allied common stock, including some types of holders specifically referred to on page 93. Accordingly, please consult your tax advisor for a full understanding of the particular tax consequences of the merger to you.

 

Accounting Treatment (see page 90)

 

Republic will account for the merger as a purchase of Allied by Republic, using the acquisition method of accounting in accordance with United States generally accepted accounting principles, or “GAAP.” Republic and Allied expect that, upon completion of the merger, Allied stockholders will receive approximately 51.7% of the outstanding common stock of the combined company in respect of their Allied shares on a diluted basis and Republic stockholders will retain 48.3% of the outstanding common stock of the combined company on a diluted basis. In addition to considering these relative voting rights, Republic also considered the proposed composition of the combined company’s board of directors and the board committees, the proposed structure and members of the executive management team of the combined company and the premium to be paid by Republic to acquire Allied in determining the acquirer for accounting purposes. Based on the weighting of these factors, Republic has concluded that it is the accounting acquirer.

 

Under the acquisition method of accounting, as of the effective time of the merger, the assets, including identifiable intangible assets, and liabilities of Allied will be recorded at their respective fair values and added to those of Republic. Any excess of the purchase price for the merger over the net fair value of Allied’s assets and liabilities will be recorded as goodwill. The results of operations of Allied will be combined with the results of operations of Republic beginning on the effective time of the merger. The consolidated financial statements of Republic after the effective time of the merger will not be restated retroactively to reflect the historical financial position or results of operations of Allied. Following the merger, and subject to the finalization of the purchase price allocation, the earnings of Republic will reflect the effect of any purchase

accounting adjustments, including any increased depreciation and amortization associated with fair value adjustments to the assets acquired and liabilities assumed.

 

The preliminary purchase price allocation assumes the merger is consummated in 2008, and that it will be accounted for under Statement of Financial Accounting Standards No. 141, “Business Combinations.” Republic’s and Allied’s management believe the merger will be consummated in the fourth quarter of 2008. If the merger is consummated subsequent to December 31, 2008, it will be accounted for under Statement of Financial Accounting Standards No. 141 (revised 2007), “Business Combinations” (“SFAS 141(R)”), which is effective for Republic on January 1, 2009. SFAS 141(R) changes the methodologies for calculating purchase price and for determining fair values. It also requires that all transaction and restructuring costs related to business combinations be expensed as incurred, and it requires that changes in deferred tax asset valuation allowances and liabilities for tax uncertainties subsequent to the acquisition date that do not meet certain remeasurement criteria be recorded in the income statement. The consolidated balance sheet and results of operations of the combined company would be materially different if the merger of Republic and Allied were accounted for under SFAS 141(R).

 

Regulatory Matters (see page 96)

 

The merger is subject to review by federal and state antitrust authorities pursuant to applicable federal and state antitrust laws. Under the provisions of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (“HSR Act”), and the rules and regulations thereunder, the merger cannot be completed until the companies have made the required notifications and the occurrence of the first of the following: (1) the early termination of the waiting period; (2) the expiration of the required waiting period; or (3) the resolution of any applicable federal or state litigation. Republic and Allied filed the required notification and report forms with the United States Department of Justice, Antitrust Division and the Federal Trade Commission on June 23, 2008.

 

Financing (see page 97)

 

In connection with the merger, Republic intends to refinance Allied’s existing senior secured credit facility, which includes a revolving credit facility, a term loan facility, an institutional letter of credit facility and an incremental revolving letter of credit facility. Republic intends to accomplish the refinancing through a combination of a new $1.75 billion senior revolving credit facility, which is referred to as the new credit facility, and Republic’s existing $1.0 billion senior revolving credit facility, which is referred to as the existing credit facility. The new credit facility and the existing credit facility are referred to together as the credit facilities. Allied’s other debt will remain outstanding immediately following the merger.

 

A syndicate of lenders arranged by Banc of America Securities LLC and J.P. Morgan Securities Inc. has submitted written commitments for the entire amount of the new credit facility.

 

Republic intends to enter into the new credit facility on or about September 16, 2008, which is referred to as the closing date of the new credit facility, and intends to close the initial funding under the new credit facility concurrent with the merger. A condition to the initial funding under the new credit facility will be the closing of the merger on or prior to May 15, 2009. Additional conditions to the initial funding under the new credit facility, as well as terms of the new credit facility, are described under “Financing.”

 

On or about the closing date of the new credit facility, Republic expects to enter into an agreement with respect to the existing credit facility that, subject to the initial funding under the new credit facility, would amend the terms of the existing credit facility to be substantially similar to the terms of the new credit facility, including pricing but excluding maturity, and otherwise permit the acquisition. Republic has engaged Bank of America, N.A. and Banc of America Securities LLC to use their best efforts to obtain such an agreement. Republic is required to obtain the consent of lenders holding in excess of 50% of the commitments under Republic’s existing credit facility to effect the amendments pursuant to such agreement. The lenders who have committed to provide the new credit facility hold a majority of the aggregate commitments under Republic’s existing credit facility.

 

Allied expects, prior to the closing date of the new credit facility and of the amendment of Republic’s existing credit facility, to enter into an amendment of its $400 million accounts receivable facility consenting to the acquisition. Subsequent to the Allied stockholder vote but prior to the closing of the merger, Allied expects to enter into an amendment to its accounts receivable facility extending its maturity date by an additional 364 days. Allied has entered into a mandate letter with Calyon New York Branch to begin the process to obtain both the consent and extension. If the consent and extension are obtained, Republic would not seek to refinance the Allied accounts receivable facility prior to the closing of the acquisition. If the consent is obtained but the extension is not obtained, Republic believes that it could obtain the financing necessary to refinance the Allied accounts receivable facility on terms that would be acceptable to the lenders under the new credit facility and the existing credit facility. Republic may elect to complete such refinancing concurrently with the closing of the merger, or at some time prior to May 29, 2009, when the accounts receivable facility is scheduled to expire.

 

For more information regarding the financing in connection with the merger, see “Financing.”

 

Listing of Republic Stock (see page 107)

 

Republic has agreed to use its best efforts to cause the shares of Republic common stock to be issued pursuant to the merger and the shares of Republic common stock to be reserved for issuance upon exercise or settlement of Allied equity-based awards or conversion of Allied convertible debentures to be approved for listing on the NYSE. It is also a condition to the merger that the shares of Republic common stock issuable in connection with the merger be approved for listing on the NYSE on or prior to the effective time of the merger.

 

New Republic Governance Structure After the Merger (see page 107)

 

Republic and Allied have agreed on a governance structure for Republic following the completion of the merger, referred to as the New Republic Governance Structure, as further described below.

 

Republic Board of Directors

 

During the period commencing on the effective time of the merger and continuing until the close of business on the day immediately prior to the third annual meeting of Republic stockholders held after the effective time, referred to as the Continuation Period:

 

 

 

 

 

 

Committees of the Republic Board of Directors

 

Other than with respect to the Continuing Republic Committee or the Continuing Allied Committee:

 

 

Amendments to the Republic Bylaws

 

In connection with the merger, the Republic bylaws will be amended and restated as of the effective time in the form attached to this joint proxy statement/prospectus as Annex B in order to facilitate the implementation of the New Republic Governance Structure, as well as to revise certain other provisions of the Republic bylaws as agreed to by Republic and Allied.

 

Future Amendments to New Republic Governance Structure

 

During the Continuation Period, the Republic board of directors may amend, alter or repeal any provisions included in the Republic bylaws relating to the New Republic Governance Structure only upon the affirmative vote of directors constituting at least seven members of the Republic board of directors, referred to as the required number. In the event that the size of the Republic board of directors is increased after the Initial Continuation Period as described above, the required number will be increased by one for each additional director position created.

 

Conditions to Completion of the Merger (see page 118)

 

Each party’s obligations to effect the merger is subject to the satisfaction or waiver of mutual conditions, including the following:

 

 

Each of Republic’s and RS Merger Wedge Inc.’s, on the one hand, and Allied’s, on the other hand, obligation to effect the merger is subject to the satisfaction or waiver of the following additional conditions:

 

 

In addition, Republic’s obligation to complete the merger is subject to the satisfaction or waiver of the following additional condition:

 

 

Termination of the Merger Agreement (see page 119)

 

The merger agreement may be terminated at any time before the effective time of the merger by mutual written consent of Republic and Allied.

 

The merger agreement may also be terminated prior to the effective time of the merger by either Republic or Allied if:

 

 

 

The merger agreement may also be terminated prior to the effective time of the merger by Republic if:

 

 

The merger agreement may also be terminated prior to the effective time of the merger by Allied if:

 

 

Termination Fees (see page 120)

 

Termination Fee Payable by Republic.  Republic has agreed to pay Allied a termination fee of $200 million, and up to $50 million of Allied’s reasonable documented fees and expenses incurred in connection with the merger and the merger agreement, under any of the following circumstances:

 

 

Termination Fee Payable by Allied.  Allied has agreed to pay Republic a termination fee of $200 million, and up to $50 million of Republic’s reasonable documented fees and expenses incurred in connection with the merger and the merger agreement, under any of the following circumstances:

 

 

Executive Officers (see page 92)

 

Republic and Allied have agreed that upon consummation of the merger the following persons will be executive officers of the combined company and hold the offices set forth next to their names:

 

 

Headquarters (see page 92)

 

The combined company’s corporate headquarters will be located in Phoenix, Arizona.

Special Meetings of Republic and Allied Stockholders

 

The Republic Special Meeting (see page 122)

 

Meeting.  The Republic special meeting will be held on [          ], 2008 at [          ], Eastern time, at [          ]. At the Republic special meeting, Republic stockholders will be asked to:

 

 

Record Date; Votes.  Republic has fixed the close of business on [          ], 2008 as the record date, which is referred to as the Republic record date, for determining the Republic stockholders entitled to receive notice of and to vote at the Republic special meeting. Only holders of record of Republic common stock on the Republic record date are entitled to receive notice of and vote at the Republic special meeting, and any adjournment or postponement thereof.

 

Each share of Republic common stock is entitled to one vote on each matter brought before the meeting. On the Republic record date, there were [          ] shares of Republic common stock issued and outstanding.

 

Required Vote.  The Republic proposals require different percentages of votes for approval as set forth below:

 

Republic stockholders must approve the Republic share issuance under each of (1) the rules of the NYSE and (2) the Republic bylaws, as follows:

 

 

Approval of the Republic share issuance by Republic stockholders is a condition to completion of the merger.

 

Approval of an adjournment of the Republic special meeting, if necessary, to solicit additional proxies in favor of the Republic share issuance requires the affirmative vote of holders of Republic common stock representing a majority of the total number of shares of Republic common stock present, in person or by proxy at the Republic special meeting, and entitled to vote on the proposal.

Failure to Vote; Abstentions.  If you are a Republic stockholder, any of your shares as to which you abstain will have the same effect as a vote “AGAINST” the Republic share issuance. Under the NYSE rules, any of your shares that are not voted on the Republic share issuance will not be counted to determine if holders representing a majority of the issued and outstanding shares of Republic common stock have cast a vote on that proposal, making the requirement that votes cast represent a majority of the total issued and outstanding shares of Republic common stock more difficult to meet. Any of your shares as to which you abstain or which are present and entitled to vote but not voted will have the same effect as a vote “AGAINST” approving an adjournment of the Republic special meeting. For more information regarding the effect of abstentions, a failure to vote or broker non-vote, see “The Republic Special Meeting — Votes Required to Approve Republic Proposals” on page 123.

Revocation of Proxies.  You have the power to revoke your proxy at any time before the proxy is voted at the Republic special meeting. You can revoke your proxy in one of four ways:

 

 

If you choose either of the first two methods to revoke your proxy, you must submit your notice of revocation or your new proxy to Republic’s Corporate Secretary at the Republic address under “The Companies” beginning on page 104 so that it is received no later than the beginning of the Republic special meeting.

 

Stock Ownership of Republic Directors and Executive Officers.  On [          ], 2008, the Republic record date, directors and executive officers of Republic and their respective affiliates owned and were entitled to vote approximately [          ] shares of Republic common stock, or approximately [     ]% of the shares of Republic common stock outstanding on that date. To Republic’s knowledge, the directors and executive officers of Republic and their respective affiliates intend to vote their shares of Republic common stock in favor of all Republic proposals at the Republic special meeting, and any adjournment or postponement thereof.

 

The Allied Special Meeting (see page 126)

 

Meeting.  The Allied special meeting will be held on [          ], 2008, at [           ]a.m., Mountain time, at [          ]. At the Allied special meeting, Allied stockholders will be asked to:

 

 

Record Date; Votes.  Allied has fixed the close of business on [          ], 2008 as the record date, which is referred to as the Allied record date, for determining the Allied stockholders entitled to receive notice of and to vote at the Allied special meeting. Only holders of record of Allied common stock on the Allied record date are entitled to receive notice of and vote at the Allied special meeting, and any adjournment or postponement thereof.

 

Each share of Allied common stock is entitled to one vote on each matter brought before the meeting. On the Allied record date, there were [          ] shares of Allied common stock issued and outstanding.

 

Required Vote.  The Allied proposals require different percentages of votes in order to approve them:

 

 

Adoption of the merger agreement by Allied stockholders is a condition to completion of the merger.

 

Failure to Vote; Abstentions.  If you are an Allied stockholder, any of your shares as to which you abstain or which are not voted will have the same effect as a vote “AGAINST” adopting the merger

agreement and any of your shares as to which you abstain or which are present and entitled to vote but not voted will have the same effect as a vote against approving an adjournment of the Allied special meeting. For more information regarding the effect of abstentions, a failure to vote or broker non-votes, see “The Allied Special Meeting — Votes Required to Approve Allied Proposals” beginning on page 127.

 

Revocation of Proxies.  You have the power to revoke your proxy at any time before the proxy is voted at the Allied special meeting. You can revoke your proxy in one of four ways:

 

 

If you choose either of the first two methods to revoke your proxy, you must submit your notice of revocation or your new proxy to Allied’s Corporate Secretary at the Allied address under “The Companies” beginning on page 104 so that it is received no later than the beginning of the Allied special meeting.

 

Stock Ownership of Directors and Executive Officers.  On [          ], 2008, the Allied record date, directors and executive officers of Allied and their respective affiliates owned and were entitled to vote approximately [          ] shares of Allied common stock, or approximately [          ]% of the shares of Allied common stock outstanding on that date. To Allied’s knowledge, the directors and executive officers of Allied and their respective affiliates intend to vote their shares of Allied common stock in favor of all Allied proposals at the Allied special meeting, and any adjournment or postponement thereof. Included in the foregoing are Allied shares owned by entities affiliated with Blackstone Capital Partners II Merchant Bank Fund L.P. (collectively, “Blackstone”), who currently have the right to nominate three of Allied’s directors and who together owned approximately [     ]% of Allied’s outstanding shares of common stock as of the Allied record date. Blackstone has agreed, in connection with any proposed business combination involving Allied, to vote their shares in the manner recommended by a majority of the Allied board of directors. Accordingly, Allied expects that all shares of Allied common stock owned by Blackstone will be voted in favor of the merger. Blackstone’s right to nominate any directors will terminate at the effective time of the merger.

 

Recent Developments

 

Waste Management Proposal

 

On July 14, 2008, Republic received from Waste Management, Inc. an unsolicited proposal to acquire all of Republic’s outstanding common stock for $34.00 per share in cash, subject to Waste’s conducting a due diligence review of Republic, obtaining financing, clearing all antitrust reviews without divestitures that would have a material adverse effect, maintaining its investment grade credit ratings and other conditions. On July 17, 2008, the Republic board of directors conducted a telephonic meeting to review the Waste proposal. After careful consultation with its legal and financial advisors and further deliberations, the Republic board of directors determined unanimously that the Waste proposal did not constitute, and could not reasonably be expected to lead to, a proposal for a transaction that is or would be more favorable to Republic stockholders than the merger transaction between Republic and Allied. On July 18, 2008, Republic issued a press release, emphasizing that Republic is not for sale and that as a result of the Republic board of directors’ determination, and in accordance with Republic’s obligations under the terms of the merger agreement with Allied, Republic may not furnish information to, or have discussions and negotiations with, Waste. At the meeting, the Republic board of directors also reaffirmed its recommendation to Republic stockholders regarding the existing transaction with Allied. On August 11, 2008, the Republic board of directors received a revised unsolicited proposal from Waste to acquire all of the Republic outstanding common stock for $37.00 per share in cash,

which proposal remained subject to substantial conditions. On August 14, 2008, Republic’s board of directors determined unanimously that the revised Waste proposal did not meet the standard in the merger agreement to allow Republic to furnish information to, or have discussions and negotiations with, Waste. See “The Merger — Background of the Merger.”

 

Certain Litigation

 

On July 25, 2008 a class action was filed, and on August 15, 2008 was amended, in the Court of Chancery of the State of Delaware by the New Jersey Carpenters Pension and the New Jersey Carpenters Annuity Funds against Republic and the members of the Republic board of directors, each individually. The amended complaint alleges that breaches of fiduciary duties were committed by the Republic board of directors and that deficient disclosures were made by Republic in the preliminary proxy statement. The suit primarily seeks to enjoin the proposed merger between Republic and Allied and compel Republic to accept the unsolicited proposals made by Waste, or at least compel the Republic board of directors to further consider and evaluate the Waste proposals, as well as damages and attorneys fees.

 

On August 21, 2008, a class action was filed by David Shade in the Court of Chancery of the State of Delaware against Republic, each individual member of the Republic board, and Allied. This class action claims that breaches of fiduciary duties were committed by Republic’s board of directors (and that Allied aided and abetted the breaches of fiduciary duties by the individual defendants) and that deficient disclosures were made by Republic in the preliminary proxy statement. The Shade lawsuit, like the New Jersey Carpenters lawsuit, primarily seeks to enjoin the proposed merger between Republic and Allied and to compel Republic to accept the unsolicited proposals made by Waste, or at least compel the Republic board of directors to further consider and evaluate the Waste proposals, as well as damages and attorneys fees.

 

On September 2, 2008, plaintiffs in the New Jersey Carpenters lawsuit filed a motion for consolidation of the two lawsuits filed in Delaware into one consolidated class action.

 

On September 5, 2008, a class action was filed by Teamsters Local 456 Annuity Fund in the Circuit Court of the Seventeenth Judicial Circuit in and for Broward County, Florida against Republic and the individual members of the Republic board of directors. This class action claims that breaches of fiduciary duties were committed by the Republic board of directors and that deficient disclosures were made by Republic in the preliminary joint proxy statement/prospectus. The Teamsters lawsuit, like the class actions filed in Delaware, primarily seeks to enjoin the proposed transaction between Republic and Allied, and to compel Republic to consider and assess the Waste proposals, as well as damages and attorneys fees.

 

Rights Plan and Amended and Restated Bylaws

 

On July 28, 2008, the Republic board declared a dividend of one preferred share purchase right, each of which is referred to as a right and collectively as the rights, for each outstanding share of Republic common stock. The dividend is payable on August 7, 2008 to holders of record of Republic’s common stock as of the close of business on such date. The specific terms of the rights are contained in the Rights Agreement, dated as of July 28, 2008, by and between Republic and The Bank of New York Mellon, as Rights Agent.

 

The Republic board adopted the Rights Agreement to protect Republic stockholders from coercive or otherwise unfair takeover tactics. In general terms, the rights impose a significant penalty upon any person or group which acquires beneficial ownership of 10% (20% in the case of existing 10% holders) or more of Republic’s outstanding common stock, including derivatives, unless such acquisition was approved by the Republic board or such acquisition was in connection with an offer for all of the outstanding shares of Republic common stock for the same consideration. The rights will terminate concurrently with the acquisition of more than 50% of Republic’s outstanding shares of common stock not owned by the acquiring person in such an offer, provided that the acquiring person irrevocably commits to acquire all remaining untendered shares for the same consideration as in the tender offer as promptly as practicable following completion of the offer. See “Description of Republic Capital Stock” and “Amendment to the Republic Amended and Restated Bylaws.”

Also on July 28, 2008, Republic adopted bylaw amendments intended to provide orderly procedures to regulate the written consent process and to require notice and information about stockholder proposals. Stockholders seeking to act by written consent must request the Republic board to set a record date for stockholders entitled to consent. The record date must be set within ten days of a request and must be no later than ten days after the Republic board acts. Absent this bylaw, action could be taken by consent without prior notice to Republic and all of its stockholders.

 

The following tables set forth the selected historical consolidated financial data for Republic. The selected consolidated financial data as of and for the fiscal years ended December 31, 2007, 2006, 2005, 2004 and 2003 have been derived from Republic’s consolidated financial statements. You should not take historical results as necessarily indicative of the results that may be expected for any future period. The selected consolidated financial data as of and for the six months ended June 30, 2008 and June 30, 2007 have been derived from Republic’s unaudited consolidated condensed financial statements, which include all adjustments, consisting only of normal, recurring adjustments, that Republic considers necessary for the fair presentation of the financial position and results of operations for these periods. The results for the six months ended June 30, 2008 are not necessarily indicative of results that may be expected for the entire fiscal year. Republic’s shares, per share data and weighted average common and common equivalent shares outstanding have been retroactively adjusted for all periods prior to 2007 to reflect a 3-for-2 stock split in the form of a stock dividend that was effective on March 16, 2007.

 

You should read this selected consolidated financial data in conjunction with Republic’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007 and Republic’s Quarterly Report on Form 10-Q for the period ended June 30, 2008.

 

 

 

 

 

The following tables set forth the selected historical consolidated financial data for Allied. The selected consolidated financial data as of and for the fiscal years ended December 31, 2007, 2006, 2005, 2004 and 2003 have been derived from Allied’s consolidated financial statements. You should not take historical results as necessarily indicative of the results that may be expected for any future period. The selected consolidated financial data as of and for the six months ended June 30, 2008 and June 30, 2007 have been derived from Allied’s unaudited consolidated condensed financial statements, which include all adjustments, consisting only of normal, recurring adjustments, that Allied considers necessary for the fair presentation of the financial position and results of operations for these periods. The results for the six months ended June 30, 2008 are not necessarily indicative of results that may be expected for the entire fiscal year.

 

You should read this selected consolidated financial data in conjunction with Allied’s Annual Report on Form 10-K for the fiscal year ended December 31, 2007, Allied’s Current Report on Form 8-K dated May 5, 2008, in which certain previously reported financial information was reclassified to reflect the realignment of their organizational structure during the first quarter of 2008, and Allied’s Quarterly Report on Form 10-Q for the period ended June 30, 2008.

 

 

 

 

 

The following Selected Unaudited Pro Forma Condensed Consolidated Financial Data is based on the historical financial data of Republic and Allied, and has been prepared to illustrate the effects of the merger. The Selected Unaudited Pro Forma Condensed Consolidated Statements of Income from Continuing Operations Data below is presented as if the merger were completed on January 1, 2007, and the Selected Unaudited Pro Forma Condensed Consolidated Balance Sheet Data below is presented as if the merger were completed on June 30, 2008. This data should be read in conjunction with Republic’s and Allied’s historical consolidated financial statements and accompanying notes in their Annual Reports on Form 10-K as of and for the year ended December 31, 2007, their Quarterly Reports on Form 10-Q as of and for the six months ended June 30, 2008, and Allied’s Current Report on Form 8-K dated May 5, 2008, in which certain previously reported financial information was reclassified to reflect the realignment of their organizational structure during the first quarter of 2008. See also the Unaudited Pro Forma Condensed Consolidated Financial Statements and notes thereto beginning on page 142.

 

 

 

The following table sets forth selected per share data for Republic and Allied separately on a historical basis. It also includes unaudited pro forma consolidated per share data for Republic, which combines the data of Republic and Allied on a pro forma basis giving effect to the merger, and it includes equivalent per share data for Allied. This data should be read in conjunction with Republic’s and Allied’s historical consolidated financial statements and accompanying notes in their Annual Reports on Form 10-K as of and for the year ended December 31, 2007, their Quarterly Reports on Form 10-Q as of and for the six months ended June 30, 2008, and Allied’s Current Report on Form 8-K dated May 5, 2008, in which certain previously reported financial information was reclassified to reflect the realignment of their organizational structure during the first quarter of 2008. See also the Unaudited Pro Forma Condensed Consolidated Financial Statements and notes thereto beginning on page 142.

 

 

 

 

Shares of Republic common stock and Allied common stock are each listed and principally traded on the NYSE. Republic common stock is listed for trading under the symbol “RSG” and Allied common stock is listed for trading under the symbol “AW.” The following table sets forth, for the periods indicated, the high and low sales prices per share of Republic common stock and Allied common stock, in each case as reported on the consolidated tape of the NYSE, and the cash dividends per share of common stock, as reported, respectively, in Republic’s and Allied’s Annual Reports on Form 10-K for the year ended December 31, 2007 with respect to years 2006 and 2007, and thereafter as reported in published financial sources. Republic’s per share data have been retroactively adjusted for all periods prior to March 16, 2007 to reflect a 3-for-2 stock split in the form of a stock dividend that was effective on that date.

 

 

The table below sets forth the closing sale prices of Republic common stock and Allied common stock as reported on the NYSE on June 12, 2008, the last trading day before the day on which Republic and Allied confirmed that they were involved in discussions regarding a possible business combination, on June 20, 2008, the last trading day prior to the public announcement of the execution of the merger agreement, and on [          ], 2008, the last trading day before the Republic and Allied record date. The table also shows the implied value of one Allied common share, which was calculated by multiplying the closing sale price of Republic common stock on those dates and the exchange ratio of .45. The market prices of Republic and Allied common stock will fluctuate prior to the time of the special meetings and the completion of the merger. No assurance can be given concerning the market prices of Republic common stock or Allied common stock before the completion of the merger or the market price of Republic common stock after the completion of the merger. The exchange ratio is fixed in the merger agreement. Therefore, the market value of the Republic common stock that Allied stockholders will be entitled to receive pursuant to the merger may vary significantly from the prices shown in the table below.

 

Republic stockholders should obtain current market quotations for shares of Republic and Allied common stock in deciding whether to vote for approval of the issuance of Republic common stock in accordance with the terms of the merger agreement. Allied stockholders should obtain current market quotations for shares of Republic common stock and Allied common stock in deciding whether to vote for adoption of the merger agreement.

 

Pursuant to the merger agreement, Republic is permitted to pay to holders of its common stock, before the effective time of the merger, regular quarterly cash dividends. After the effective time of the merger, Republic and Allied expect that the combined company will continue to pay quarterly dividends to stockholders of the combined company at a quarterly dividend rate per share of $.19. The combined company’s payment of dividends in the future, however, will depend on business conditions, its financial condition and earnings and other factors, and there can be no guarantee that dividends will continue to be paid at the same rate by the combined company. Allied does not currently pay a dividend on its outstanding shares of common stock.