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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report: January 24, 1995
(Date of earliest event reported)
BROWNING-FERRIS INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
Commission file number 1-6805
Delaware 74-1673862
(State of Incorporation) (I.R.S. Employer Identification No.)
757 N. Eldridge
Houston, Texas 77079
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (713) 870-8100
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The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Form 8-K dated January 24,
1995 reporting the Registrant's acquisition of Attwoods plc, a public
limited company incorporated in England.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
None
(b) Pro Forma Financial Statements.
BROWNING-FERRIS INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
The following unaudited pro forma combined statement of operations
gives effect to (i) the completion of the acquisition of 100% of
Attwoods plc ("Attwoods") under the purchase method of accounting,
(ii) the borrowing by Browning-Ferris Industries, Inc. (the
"Company") of $600 million under a Multicurrency Revolving Credit
Agreement to finance the Attwoods acquisition and (iii) the acquisi-
tion of 22 solid waste businesses during the first quarter of fiscal
1995. On December 2, 1994, the Company acquired majority control of
Attwoods. The Company increased its ownership from 56.6% of the
outstanding ordinary shares and 80.8% of the convertible preference
shares at December 2, 1994 to 94.4% of the outstanding ordinary shares
and 83.2% of the convertible preference shares as of December 31, 1994.
The Company has initiated procedures to acquire the remaining ordinary
shares and redeem the convertible preference shares which it does not
own. In addition to Attwoods, the Company paid approximately $62.9
million to acquire 21 solid waste businesses, accounted for as
purchases, during the first quarter of fiscal 1995, including the
acquisition of the remaining 50% ownership interest outstanding of
Servizi Industriali S.r.l., its 50% owned joint venture in Italy, and
also exchanged 397,221 shares of its common stock in connection with
one acquisition accounted for as a pooling-of-interests. (As the
effect of this business combination was not significant, prior period
financial statements were not restated.)
These acquisitions are reflected, in all material respects, in the
consolidated balance sheet of the Company as of December 31, 1994
included in the Quarterly Report on Form 10-Q for the quarter ended
December 31, 1994. The unaudited pro forma combined statement of
operations for the year ended September 30, 1994 was prepared
assuming that the transactions described above were consummated as of
October 1, 1993.
The pro forma financial results are not necessarily indicative of the
actual results of operations that would have occurred had these busi-
nesses been acquired on October 1, 1993, nor are they indicative of
future results. Although the Company has initiated the integration
of its operations with those of Attwoods, most of the anticipated
reductions in operating and other expenses associated with efficiencies
resulting from the integration process have not been considered in the
pro forma financial results. In allocating the purchase price the assets
acquired and liabilities assumed in connection with these acquisitions
have been initially assigned and recorded based on preliminary estimates
of fair value and may be revised prospectively as additional information
becomes available. As a result, actual adjustments may differ from the
pro forma adjustments presented herein as subsequent revisions in
estimates of fair value, if any, are necessary. The unaudited pro forma
combined statement of operations should be read in conjunction with the
Company's historical consolidated financial statements and related notes
thereto included in its Annual Report on Form 10-K for fiscal year 1994
and its Quarterly Report on Form 10-Q for the quarter ended December 31,
1994, and the separate historical financial statements and related notes
thereto of Attwoods included in the Form 8-K dated January 24, 1995.
BROWNING-FERRIS INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED SEPTEMBER 30, 1994
(IN THOUSANDS EXCEPT FOR PER SHARE AMOUNTS)
-----------------------------------------------------------
Pro
Other Forma Company
Businesses Adjust- Pro
Company Attwoods(A) Acquired(A) ments Forma
------------------------------------------------------------
Revenues $4,314,541 $539,762 $115,064 $(115,947)(B) $4,853,420
Cost of
operations 3,123,375 412,368 92,597 (88,391)(B) 3,539,949
---------- -------- -------- --------- ----------
Gross profit 1,191,166 127,394 22,467 (27,556) 1,313,471
Selling,
general and
administra-
tive expense 647,256 103,247 17,137 (21,988)(B) 742,366
(1,590)(C)
(1,696)(D)
Special charge -- 13,920 -- (3,636)(B) 10,284(I)
--------- -------- -------- --------- ----------
Income from
operations 543,910 10,227 5,330 1,354 560,821
Interest
expense, net 81,871 14,008 3,439 (6,405)(B) 128,837
(7,643)(E)
43,567 (F)
Equity in
earnings of
unconsolidated
affiliates (37,084) (526) -- 215 (G) (37,395)
--------- -------- -------- --------- ----------
Income (loss)
before income
taxes, minority
interest and
extraordinary
item 499,123 (3,255) 1,891 (28,380) 469,379
Income taxes 199,649 6,494 (1,872) (419)(B) 189,640
(14,212)(H)
Minority
interest in
income of
consolidated
subsidiaries 15,501 904 73 -- 16,478
--------- -------- -------- --------- ----------
Income (loss)
before extra-
ordinary item $ 283,973 $(10,653) $ 3,690 $ (13,749) $ 263,261
========= ======== ======== ========= ==========
Number
of common
and common
equivalent
shares used
in computing
earnings per
share 187,621 188,161
======= =======
Earnings per
common and
common equiva-
lent share
(before extra-
ordinary item) $1.52 $1.40
===== =====
The accompanying notes are an integral part of this pro forma financial
statement.
NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
A. The historical statement of operations of Attwoods presented herein
was derived from the audited financial statements of Attwoods for
the fiscal year ended July 31, 1994 included in the Form 8-K dated
January 24, 1995. Amounts presented under the column "Other
Businesses Acquired" represent annual results of acquisitions
consummated by the Company during the quarter ended December 31,
1994.
B. To exclude the operating results relating to certain operations of
Attwoods to be sold and to reduce interest expense reflective of the
use of the guaranteed portion of proceeds to be received from the
sale of certain German operations to repay indebtedness.
C. To reflect the adjustment of amortization expense related to
intangible assets resulting from the acquisitions. Additionally,
subsequent to July 31, 1994, certain assets of Attwoods were
written down to estimated net recoverable value and certain
additional liabilities were recorded, including additional
landfill environmental liabilities and accruals for loss contracts.
These adjustments, net of applicable taxes, reduced Attwoods'
stockholders' equity by approximately $50 million, thereby
increasing the goodwill recorded by the Company at the date of
acquisition. The accompanying pro forma combined statement of
operations reflects the increased amortization relating to these
adjustments.
D. To reflect the reduction in selling, general and administrative
expense associated with the elimination of currently identified
personnel in connection with the Attwoods acquisition.
E. To exclude interest expense related to Attwoods' guaranteed
redeemable convertible preferred stock acquired in connection
with the Attwoods acquisition.
F. To reflect the additional interest expense associated with
borrowings used to finance the Attwoods and other acquisitions.
G. To eliminate the previously recorded equity in earnings of Servizi
Industriali S.r.l. as a result of the acquisition of the remaining
50% ownership interest and the resulting consolidation of the
entity's financial results.
H. To adjust income tax expense to the Company's pro forma effective
tax rate for fiscal 1994 assuming that the acquisitions were
consummated on October 1, 1993.
I. The special charge of $10.3 million (an after-tax charge of
approximately $.04 per share) represents certain non-recurring
expenses included in Attwoods' fiscal year 1994 results of
operations.
(c) Exhibits.
None
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment to be signed on its behalf by
the undersigned hereunto duly authorized.
BROWNING-FERRIS INDUSTRIES, INC.
(Registrant)
Date: March 2, 1995 /s/ David R. Hopkins
-------------------------------------
David R. Hopkins
Vice President, Controller and
Chief Accounting Officer
