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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: March 2, 1995
(Date of earliest event reported)
BROWNING-FERRIS INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
Commission file number 1-6805
Delaware 74-1673682
(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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Item 5. Other Events.
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 acquisition 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 quarter ended December 31, 1994 was prepared
assuming that the transactions described above were consummated as
of October 1, 1994.
The pro forma financial results are not necessarily indicative of
the actual results of operations that would have occurred had these
businesses been acquired on October 1, 1994, 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, as amended.
BROWNING-FERRIS INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
FOR THE QUARTER ENDED DECEMBER 31, 1994
(IN THOUSANDS EXCEPT FOR PER SHARE AMOUNTS)
-------------------------------------------------------------
Pro
Other Forma Company
Businesses Adjust- Pro
Company Attwoods(A) Acquired(A) ments Forma
-------------------------------------------------------------
Revenues $1,292,787 $ 100,267 $ 27,927 $ (23,237)(B) $1,397,744
Cost of
operations 924,970 75,109 21,495 (16,964)(B) 1,004,610
---------- -------- -------- --------- ----------
Gross profit 367,817 25,158 6,432 (6,273) 393,134
Selling,
general and
administra-
tive expense 190,506 18,602 4,344 (4,323)(B) 207,932
(774)(C)
(423)(D)
Special charge -- 14,231 -- (14,231)(E) --
--------- -------- -------- --------- ----------
Income from
operations 177,311 (7,675) 2,088 13,478 185,202
Interest
expense, net 26,432 3,124 1,227 (1,601)(B) 36,515
(1,374)(F)
8,707 (G)
Equity in
earnings of
unconsolidated
affiliates (11,646) (320) -- -- (11,966)
--------- -------- -------- --------- ----------
Income (loss)
before income
taxes, minority
interest and
extraordinary
item 162,525 (10,479) 861 7,746 160,653
Income taxes 65,010 1,985 344 (176)(B) 64,131
(3,032)(H)
Minority interest
in income of
consolidated
subsidiaries 7,945 (48) 104 -- 8,001
--------- -------- -------- -------- ----------
Income (loss)
before extra-
ordinary item $ 89,570 $(12,416) $ 413 $ 10,954 $ 88,521
========= ======== ======== ========= ==========
Number of common
and common
equivalent
shares used
in computing
earnings per
share 197,809 198,127
======= =======
Earnings per
common and
common equiva-
lent share
(before extra-
ordinary item) $ .45 $ .45
===== =====
The accompanying notes are an integral part of this pro forma financial
statement.
NOTES TO UNAUDITED PRO FORMA COMBINED STATEMENT OF OPERATIONS
A. The statements of operations of Attwoods and other businesses
acquired presented herein were derived from financial statements
and other financial data of such businesses for the period from
October 1, 1994 through the respective dates of acquisition.
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.
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 costs incurred by Attwoods in defense of the BFI offer
to acquire Attwoods (not deductible for tax purposes).
F. To exclude interest expense related to Attwoods' guaranteed
redeemable convertible preferred stock acquired in connection
with the Attwoods acquisition.
G. To reflect the additional interest expense associated with
borrowings used to finance the Attwoods and other acquisitions.
H. To adjust income tax expense to the Company's pro forma effective
tax rate for the first quarter of fiscal 1995 assuming that
the acquisitions were consummated on October 1, 1994.
Signatures
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report 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
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David R. Hopkins
Vice President, Controller and
Chief Accounting Officer
