AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 5, 1996
REGISTRATION NO. 33-65055
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SECURITIES AND EXCHANGE COMMISSION
-----------------------------
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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BROWNING-FERRIS INDUSTRIES, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE
(STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION)
74-1673682
(I.R.S. EMPLOYER IDENTIFICATION NO.)
757 N. ELDRIDGE
HOUSTON, TEXAS 77079
(713) 870-8100
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
-----------------------------
GERALD K. BURGER
VICE PRESIDENT AND SECRETARY
BROWNING-FERRIS INDUSTRIES, INC.
757 N. ELDRIDGE
HOUSTON, TEXAS 77079
(713) 870-7820
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
-----------------------------
Copies to:
FULBRIGHT & JAWORSKI L.L.P. VINSON & ELKINS L.L.P.
1301 MCKINNEY STREET 1001 FANNIN STREET
HOUSTON, TEXAS 77010 2500 FIRST CITY TOWER
(713) 651-5421 HOUSTON, TEXAS 77002-6760
ATTN: ARTHUR H. ROGERS (713) 758-2128
ATTN: MICHAEL P. FINCH
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Approximate date of commencement of proposed sale to the public:
From time to time after this Registration Statement becomes
effective.
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If the only securities being registered on this Form are to be
offered pursuant to dividend or interest reinvestment plans, please
check the following box. / /
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. /X/
If this Form is filed to register additional securities for an
offering pursuant to Rule 426(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement
for the same offering. / /
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and
list the Securities Act registration statement number of the
earlier effective registration statement for the same offering.
/ /
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. / /
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a)
OF THE SECURITIES ACT OF 1933, OR UNTIL THE REGISTRATION STATEMENT SHALL
BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.
SUBJECT TO COMPLETION, DATED JANUARY 5, 1996
PROSPECTUS [BFI LOGO]
BROWNING-FERRIS INDUSTRIES,INC.
DEBT SECURITIES
PREFERRED STOCK
COMMON STOCK
WARRANTS
STOCK PURCHASE CONTRACTS
STOCK PURCHASE UNITS
Browning-Ferris Industries, Inc. (the "Company") may offer and sell from time
to time, either jointly or separately, at prices and on terms to be determined
at or prior to the time of sale, up to an aggregate initial offering price of
not more than $1,142,227,500 (or, if applicable, the equivalent thereof in
other currencies) of its (i) unsecured debt securities ("Debt Securities")
consisting of debentures, notes and/or other unsecured evidences of indebted-
ness in one or more series, (ii) shares of preferred stock, without par value
("Preferred Stock"), in one or more series, (iii) shares of common stock,
par value $.16 2/3 per share ("Common Stock"), (iv) Warrants ("Warrants") to
purchase Debt Securities, Preferred Stock or Common Stock, (v) Stock Purchase
Contracts ("Stock Purchase Contracts") to purchase Preferred Stock or
Common Stock or (vi) Stock Purchase Units ("Stock Purchase Units"), each
representing ownership of a Stock Purchase Contract and Debt Securities or
debt obligations of third parties, including U.S. Treasury securities, securing
the holder's obligation to purchase the Preferred Stock or Common Stock under
the Stock Purchase Contract (the Debt Securities, Preferred Stock, Common
Stock, Warrants, Stock Purchase Contracts and Stock Purchase Units are
collectively referred to as "Securities").
Specific terms of the Securities ("Offered Securities") in respect of which
this Prospectus is being delivered will be set forth in an accompanying
Prospectus Supplement ("Prospectus Supplement"), together with the terms
of the offering of the Offered Securities and the initial price and net
proceeds to the Company from the sale thereof. The Prospectus Supplement
will set forth with regard to the particular Offered Securities, without
limitation, the following: (i) in the case of Debt Securities, the specific
designation, aggregate principal amount, ranking as senior or subordinated
debt, authorized denomination, maturity, rate or rates of interest (or method
of calculation thereof) and dates for payment thereof, any exchangeability,
conversion, redemption, prepayment or sinking fund provisions, and the
currency or currencies or currency unit or currency units in which principal,
premium, if any, or interest, if any, is payable, (ii) in the case of
Preferred Stock, the designation, number of shares, liquidation preference per
share, initial public offering price, dividend rate (or method of calculation
thereof), dates on which dividends shall be payable and dates from which
dividends shall accrue, any redemption or sinking fund provisions, any voting
rights, and any conversion or exchange rights, (iii) in the case of Common
Stock, the number of shares of Common Stock and the terms of the offering and
sale thereof, (iv) in the case of Warrants, the number and terms thereof, the
designation and number of Securities issuable upon their exercise, the exercise
price, the terms of the offering and sale thereof and, where applicable, the
duration and detachability thereof, (v) in the case of Stock Purchase
Contracts, the designation and number of shares of Preferred Stock or
Common Stock issuable thereunder, the purchase price of the Preferred Stock
or Common Stock, the date or dates on which the Preferred Stock or Common
Stock is required to be purchased by the holders of the Stock Purchase
Contracts, any periodic payments required to be made by the Company to the
holders of the Stock Purchase Contract or visa versa, and the terms of the
offering and sale thereof, and (vi) in the case of Stock Purchase Units, the
specific terms of the Stock Purchase Contracts and any Debt Securities or
debt obligations of third parties securing the holder's obligation to purchase
the Preferred Stock or Common Stock under the Stock Purchase Contracts, and
the terms of the offering and sale thereof.
The Company may sell the Securities directly, through agents designated from
time to time or through underwriters or dealers. If any agents of the Company
or any underwriters or dealers are involved in the sale of the Securities, the
names of such agents, underwriters or dealers and any applicable commissions
and discounts will be set forth in the Prospectus Supplement.
____________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
_______________________
This Prospectus may not be used to consummate sales of the Securities unless
accompanied by a Prospectus Supplement.
The date of this Prospectus is ____________________, 1996
No person has been authorized to give any information or to make
any representations other than those contained or incorporated by
reference in this Prospectus and the Prospectus Supplement in
connection with the offering made hereby and if given or made, such
information or representations must not be relied upon as having
been authorized by the Company or by any other person. This
Prospectus and the Prospectus Supplement shall not constitute an
offer to sell or the solicitation of an offer to buy nor shall
there be any sale of these securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
jurisdiction. Neither the delivery of this Prospectus or any
Prospectus Supplement nor any sale made hereunder or thereunder
shall, under any circumstances, create any implication that there
has been no change in the affairs of the Company since the date
hereof or thereof or that the information contained herein or
therein is correct as of any time subsequent to their respective
dates.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
and in accordance therewith files reports and other information
with the Securities and Exchange Commission (the "Commission").
Reports, proxy statements and other information filed by the
Company with the Commission may be inspected at 450 Fifth Street,
N.W., Room 1024, Washington, D.C. 20549, and at the following
Regional Offices of the Commission: New York Regional Office, Seven
World Trade Center, New York, New York 10048; and Chicago Regional
Office, Northwest Atrium Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661. Copies of such material may also be
obtained from the Public Reference Section of the Commission, 450
Fifth Street, N.W., Washington, D.C. 20549 at prescribed rates.
Such reports, proxy statements and other information can also be
inspected at the offices of the New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005, at the offices of the
Chicago Stock Exchange, Inc., 440 S. LaSalle Street, Chicago,
Illinois 60605, and at the offices of the Pacific Stock Exchange,
Inc., 301 Pine Street, San Francisco, California 94104.
This Prospectus constitutes a part of a Registration Statement on
Form S-3 (together with all amendments and exhibits thereto, the
"Registration Statement") filed by the Company with the Commission
under the Securities Act of 1933, as amended (the "Securities
Act"). This Prospectus omits certain of the information contained
in the Registration Statement, and reference is hereby made to the
Registration Statement for further information with respect to the
Company and the Securities offered hereby. Any statements
contained herein concerning the provisions of any document filed as
an exhibit to the Registration Statement or otherwise filed with
the Commission are not necessarily complete, and in each instance
reference is made to the copy of such document so filed. Each such
statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The Company's Annual Report on Form 10-K for the fiscal year ended
September 30, 1995, heretofore filed with the Commission by the
Company pursuant to the Exchange Act, is incorporated herein by
reference.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to the date of this Prospectus, and prior to the termination of the
offering of the Securities, shall be deemed to be incorporated by
reference in the Prospectus and to be a part hereof from the date
of filing of such documents. Any statement contained herein or in
a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of
this Prospectus to the extent that a statement contained herein or
in any subsequently filed document which also is or is deemed to be
incorporated by reference herein or in the accompanying Prospectus
Supplement modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this Prospectus.
Copies of all documents incorporated by reference (other than
exhibits to such documents, unless such exhibits are specifically
incorporated by reference in such documents) will be provided
without charge to each person, including any beneficial owner, who
receives a copy of this Prospectus on the written request of such
person addressed to the Secretary's Department, Browning-Ferris
Industries, Inc., P.O. Box 3151, Houston, Texas 77253, or upon the
oral request of such person directed to the Secretary's Department
at (713) 870-7027.
THE COMPANY
The Company is one of the largest publicly-held companies that
engages, through its subsidiaries and affiliates, in providing
waste services. The Company collects, transports, treats and/or
processes, recycles and disposes of commercial, residential and
municipal solid wastes and industrial wastes. The Company is also
involved in waste-to-energy conversion, medical waste services,
portable restroom services and municipal and commercial sweeping
operations. The Company (including unconsolidated affiliates)
operates in approximately 450 locations in North America and
approximately 320 locations outside of North America, and employs
approximately 43,000 persons. In addition to operations in the
United States, Canada and Puerto Rico, the Company owns interests
in subsidiaries or affiliates with operations in Australia, the
Dominican Republic, Finland, Germany, Hong Kong, Italy, Israel,
Kuwait, the Netherlands, New Zealand, Spain, Switzerland and the
United Kingdom.
The term "Company" refers to Browning-Ferris Industries, Inc., a
Delaware corporation, and its subsidiaries, affiliates and
predecessors unless the context requires otherwise. The Company's
executive offices are located at 757 N. Eldridge, Houston, Texas
77079. The Company's mailing address is P.O. Box 3151, Houston,
Texas 77253, and its telephone number is (713) 870-8100.
APPLICATION OF PROCEEDS
Unless otherwise indicated in a Prospectus Supplement with respect
to the proceeds from the sale of the particular Securities to which
such Prospectus Supplement relates, the net proceeds to be received
by the Company from the sale of the Securities will be added to the
Company's general funds and are expected to be applied to reduce
certain outstanding debt and for general corporate purposes,
including capital expenditures and acquisitions.
DESCRIPTION OF DEBT SECURITIES
The following description of the Debt Securities sets forth certain
general terms and provisions of the Debt Securities to which any
Prospectus Supplement may relate ("Offered Debt Securities"). The
particular terms of the Offered Debt Securities and the extent to
which such general provisions may apply will be described in a
Prospectus Supplement relating to such Offered Debt Securities.
The Debt Securities will be general unsecured obligations of the
Company and will constitute either senior debt securities or
subordinated debt securities. In the case of Debt Securities that
will be senior debt securities ("Senior Debt Securities" and
"Offered Senior Debt Securities"), the Debt Securities will be
issued under a Restated Indenture dated as of September 1, 1991
(the "Senior Indenture"), between the Company and Texas Commerce
Bank National Association, as Trustee (successor trustee to First
City, Texas-Houston, National Association, which was formerly First
City National Bank of Houston) (the "Senior Trustee"). In the case
of Debt Securities that will be subordinated debt securities
("Subordinated Debt Securities" and "Offered Subordinated Debt
Securities"), the Debt Securities will be issued under an Indenture
dated as of August 1, 1987, as amended (the "Subordinated
Indenture"), between the Company and The Bank of New York, as
Trustee (successor trustee to NationsBank of Texas, National
Association, which was successor trustee to First RepublicBank
Houston, National Association) (the "Subordinated Trustee"). The
Senior Indenture and the Subordinated Indenture are sometimes
referred to herein individually as an "Indenture" and collectively
as the "Indentures". The Senior Trustee and the Subordinated
Trustee are sometimes referred to herein individually as a
"Trustee" and collectively as the "Trustees". The statements under
this caption relating to the Debt Securities and the Indentures are
summaries only and do not purport to be complete. Such summaries
make use of terms defined in the Indentures. Wherever such terms
are used herein or particular provisions of the Indentures are
referred to, such terms or provisions, as the case may be, are
incorporated by reference as part of the statements made herein,
and such statements are qualified in their entirety by such
reference. Certain defined terms in the Indentures are capitalized
herein. The references below apply to the section numbers in each
of the Indentures, unless otherwise indicated. Both the Senior
Indenture and the Subordinated Indenture, and the Securities issued
thereunder, are governed by Texas law.
Provisions Applicable to Both Senior and Subordinated Debt
Securities
General. The Indentures do not limit the aggregate principal
amount of the Debt Securities issuable thereunder or of any
particular series of the Debt Securities and provide that Debt
Securities may be issued thereunder from time to time in one or
more series with the same or various maturities at par, at a
premium or at a discount. Offered Debt Securities bearing no
interest or interest at a rate which at the time of issuance is
below market rate ("Original Issue Discount Securities") will be
sold at a discount (which may be substantial) from their stated
principal amount. Federal income tax consequences and other special
considerations applicable to any such Original Issue Discount
Securities will be described in the Prospectus Supplement relating
thereto. Other than as may be set forth in any Prospectus
Supplement, the Indentures and the Debt Securities will not contain
any covenants or other provisions that are intended to afford
holders of the Debt Securities special protection in the event of
a highly leveraged transaction by the Company.
Reference is made to the Prospectus Supplement for the following
terms of the Offered Debt Securities: (i) the title and the limit
on the aggregate principal amount of Offered Debt Securities; (ii)
the percentage of the principal amount at which the Offered Debt
Securities will be sold; (iii) the date or dates on which the
principal of (and premium, if any, on) the Offered Debt Securities
will be payable; (iv) the rate or rates (which may be fixed or
variable) per annum, if any, at which the Offered Debt Securities
will bear interest or the method of determining such rate or rates;
(v) the date or dates from which such interest, if any, shall
accrue, the date or dates on which such interest, if any, will be
payable and the regular record date for interest payable on any
payment date; (vi) the place or places where the principal of (and
premium, if any) and interest, if any, on the Offered Debt
Securities will be payable; (vii) the terms for redemption or early
payment, if any, including any mandatory or optional sinking fund
or analogous provision; (viii) the principal amount of any Offered
Debt Securities that are Original Issue Discount Securities, which
would be payable upon declaration of acceleration of the maturity
of the Offered Debt Securities; (ix) any modifications of the
Events of Default or covenants of the Company contained in the
Indenture pertaining to the Offered Debt Securities; (x)
information with respect to book-entry procedures, if any; (xi) as
to Subordinated Debt Securities only, whether the offered
Subordinated Debt Securities are convertible into Common Stock of
the Company and, if so, the initial conversion price; and (xii) any
other terms of the Offered Debt Securities not inconsistent with
the Indenture under which they are issued. (Section 301)
Unless otherwise indicated in the Prospectus Supplement relating
thereto, principal of and any premium and interest on the Offered
Debt Securities will be payable, and the Offered Debt Securities
will be exchangeable and transfer thereof will be registrable, at
the corporate trust office of the Trustee or at the office of each
paying agent, if any, identified in the Prospectus Supplement with
respect to the Offered Debt Securities; provided that, at the
option of the Company, payment of any interest may be made by check
mailed to the address of the Person entitled thereto as it appears
in the Security Register. The Corporate Trust Office of the Senior
Trustee is located at 712 Main Street, Houston, Texas 77002, and
the Corporate Trust Office of the Subordinated Trustee is located
at 10161 Centurion Parkway, Jacksonville, Florida 32256. (Sections
301, 305 and 1002)
Unless otherwise indicated in the Prospectus Supplement relating
thereto, the Offered Debt Securities will be issued in only fully
registered form without coupons in denominations of $1,000 or any
integral multiple thereof, and no service charge will be made for
any transfer or exchange of such Offered Debt Securities, but the
Company may require payment of a sum sufficient to cover any tax or
other governmental charge payable in connection therewith.
(Sections 302 and 305)
Global Securities. The Offered Debt Securities of a series may be
issued in whole or in part in the form of one or more global
securities ("Global Securities") that will be issued to and
registered in the name of the depositary (the "Depositary")
identified in the Prospectus Supplement, or its nominee, relating
to such series. Global Securities may be issued only in fully-
registered form and in either temporary or permanent form. Unless
and until a Global Security is exchanged in whole or in part for
the individual Debt Securities represented thereby, such Global
Security may not be transferred except as a whole by the Depositary
to its nominee or by a nominee of such Depositary to such
Depositary or another nominee of such Depositary or by such
Depositary or any such nominee to a successor Depositary or nominee
of such successor Depositary. (Section 305)
The specific terms of the depositary arrangement with respect to a
series of Offered Debt Securities will be described in the
Prospectus Supplement relating to such series. The Company
anticipates that the following provisions will generally apply to
depositary arrangements.
Upon the issuance of a Global Security, the Depositary or its
nominee will credit, on its book-entry registration and transfer
system, the respective principal amounts of the individual Debt
Securities represented by such Global Security to the accounts of
persons that have accounts with the Depositary. Such accounts
shall be designated by the dealers, underwriters or agents with
respect to such Debt Securities or by the Company if such Debt
Securities are offered and sold directly by the Company. Ownership
of beneficial interests in a Global Security will be limited to
persons that have accounts with the Depositary ("Participants") or
persons that may hold interests through Participants. Ownership of
beneficial interests in such Global Security will be shown on, and
the transfer of that ownership will be effected only through,
records maintained by the Depositary or its nominee (with respect
to interests of Participants) and the records of Participants (with
respect to interests of persons other than Participants). The laws
of some states require that certain purchasers of securities take
physical delivery of such securities in definitive form. Such
limits and such laws may impair the ability to transfer beneficial
interests in a Global Security.
So long as the Depositary or its nominee is the registered owner of
a Global Security, such registered owner will be considered the
sole owner or holder of the Debt Securities represented by such
Global Security for all purposes under the Indenture. Except as
provided below, owners of beneficial interests in a Global Security
will not be entitled to have any of the individual Debt Securities
represented by such Global Security registered in their names, will
not receive or be entitled to receive physical delivery of any such
Debt Securities in definitive form and will not be considered the
owners or holders thereof under the Indenture.
Payments of principal of and premium, if any, and interest, if any,
on Debt Securities represented by a Global Security registered in
the name of the Depositary or its nominee will be made to the
Depositary or its nominee, as the case may be, as the registered
owner of the Global Security representing such Debt Securities.
None of the Company, the Trustee, any Paying Agent or the Security
Registrar for such Debt Securities will have any responsibility or
liability for any aspect of the records relating to or payments
made on account of beneficial ownership interests of the Global
Security for such Debt Securities or for maintaining, supervising
or reviewing any records relating to such beneficial ownership
interests.
The Company expects the Depositary or its nominee, immediately upon
receipt of any payment of principal, premium or interest in respect
of a Global Security, will credit Participants' accounts with
payments in amounts proportionate to their respective beneficial
interests in the principal amount of such Global Security as shown
on the records of the Depositary or its nominee. The Company also
expects that payments by Participants to owners of beneficial
interests in such Global Security held through such Participants
will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of
customers in bearer form or registered in "street name". Such
payments will be the sole responsibility of such Participants. The
Company has no control over the practices of the Depositary or the
Participants and there can be no assurance that these practices
will not be changed.
If the Depositary for a series of Debt Securities is at any time
unwilling, unable or ineligible to continue as depositary and a
successor depositary is not appointed by the Company within 90
days, the Company will issue individual Debt Securities of such
series in exchange for the Global Security representing such series
of Debt Securities. In addition, the Company may at any time and
in its sole discretion, subject to any limitations described in the
Prospectus Supplement relating to such Debt Securities, determine
not to have any Debt Securities of a series represented by one or
more Global Securities and, in such event, will issue individual
Debt Securities of such series in exchange for the Global Security
representing such series of Debt Securities. Further, if there
shall have occurred and be continuing an Event of Default, or an
event which, with the giving of notice or lapse of time, or both,
would constitute an Event of Default with respect to any series of
Debt Securities represented by a Global Security, such Global
Security shall be exchangeable for individual Debt Securities of
such series. In any such instance, an owner of a beneficial
interest in a Global Security will be entitled to a physical
delivery of individual Debt Securities of the series represented by
such Global Security equal in principal amount to such beneficial
interest and to have such Debt Securities registered in its name.
Individual Debt Securities of such series so issued will be issued
in denominations, unless otherwise specified by the Company, of
$1,000 and integral multiples thereof.
Consolidation, Merger and Sale of Assets. Each Indenture provides
that the Company, without the consent of the holders of any of the
outstanding Debt Securities, may consolidate with or merge into any
other corporation or transfer or lease its assets substantially as
an entirety to any Person or may acquire or lease the assets of any
Person substantially as an entirety or may permit any corporation
to merge into the Company provided that (i) the successor is a
corporation organized under the laws of any domestic jurisdiction;
(ii) the successor corporation, if other than the Company, assumes
the Company's obligations under the Indenture and the Debt
Securities issued thereunder; (iii) after giving effect to the
transaction, no Event of Default and no event which, after notice
or lapse of time, or both, would become an Event of Default, shall
have occurred and be continuing; and (iv) certain other conditions
are met. (Section 801)
Modification of the Indentures. Each Indenture provides that the
Company and the Trustee may, without the consent of any holders of
Debt Securities, enter into supplemental indentures for the
purposes, among other things, of adding to the Company's covenants,
adding additional Events of Default, establishing the form or terms
of Debt Securities, curing ambiguities or inconsistencies in the
Indenture or making any other provisions with respect to matters
arising under the Indenture if such action shall not adversely
affect the interests of the holders of any series of Debt
Securities in any material respect or to change or eliminate any of
the provisions of the Indenture with respect to a series of Debt
Securities if such series is not then outstanding. (Section 901)
Each Indenture also contains provisions permitting the Company,
with the consent of the holders of not less than a majority in
principal amount of the outstanding Debt Securities of the affected
series, to execute supplemental indentures adding any provisions to
or changing or eliminating any of the provisions of the Indenture
or modifying the rights of the holders of the Debt Securities of
such series, except that no such supplemental indenture may,
without the consent of the holders of all of the outstanding Debt
Securities affected thereby, among other things: (i) change the
maturity of the principal of or any installment of principal or
interest on any of the Debt Securities; (ii) reduce the principal
amount thereof or the rate of interest, if any, thereon or any
premium payable on the redemption thereof; (iii) reduce the amount
of the principal of Original Issue Discount Securities payable on
any date; (iv) change the place of payment where, or the coin or
currency in which, any of the Debt Securities or any premium or
interest thereon is payable; (v) impair the right to institute suit
for the enforcement of any such payment on or after the applicable
maturity date; (vi) reduce the percentage in principal amount of
the Debt Securities of any outstanding series the consent of the
holders of which is required for any such supplemental indenture or
for any waiver of compliance with certain provisions of, or of
certain defaults under, the Indenture; (vii) as to the Subordinated
Indenture only, adversely affect the right to convert the
Subordinated Debt Securities (if convertible) or modify the
subordination provisions of the Subordinated Indenture in a manner
adverse to the holders of Subordinated Debt Securities; or (viii)
with certain exceptions, modify the foregoing requirements.
(Section 902)
Events of Default, Notice and Waiver. Unless otherwise indicated
in the Prospectus Supplement relating to a particular series of
Debt Securities, an Event of Default with respect to any series of
Debt Securities is defined in each Indenture to be a (i) default
for 30 days in the payment of any installment of interest upon any
of the Debt Securities of such series when due; (ii) default in the
payment of principal of (or premium, if any, on) any of the Debt
Securities of such series when due; (iii) default in the making or
satisfaction of any sinking fund payment when the same becomes due
by the terms of the Debt Securities of such series; (iv) default by
the Company in the performance, or breach, of any of its other
covenants in the Indenture which shall not have been remedied for
a period of 60 days after notice by the Trustee or the holders of
at least 25% in principal amount of the Debt Securities of such
series; (v) certain events of bankruptcy, insolvency or
reorganization of the Company; and (vi) such other events as may be
specified for each series. (Section 501)
A default under other indebtedness of the Company or any of its
subsidiaries will not be a default under either Indenture, and an
Event of Default under one series of Debt Securities will not
necessarily be an Event of Default under another series of Debt
Securities issued under the same Indenture.
Each Indenture provides that if an Event of Default specified
therein with respect to any outstanding series of Debt Securities
issued thereunder shall have occurred and be continuing, either the
Trustee or the holders of not less than 25% in principal amount of
the Debt Securities of such series may declare the principal (or,
if the Debt Securities of such series are Original Issue Discount
Securities, such portion of the principal amount as may be
specified by the terms of such series) of all of the Debt
Securities of such series to be immediately due and payable. Such
declaration may be rescinded if certain conditions are satisfied.
(Section 502)
Each Indenture also provides that the holders of not less than a
majority in principal amount of the Debt Securities of any
outstanding series may direct the time, method and place of
conducting any proceeding for any remedy available to the Trustee,
or exercising any trust or power conferred on the Trustee, with
respect to the Debt Securities of such series, provided that the
Trustee may take any other proper action not inconsistent with such
direction and may decline to act if such direction is contrary to
law or to the Indenture or would involve the Trustee in personal
liability. (Section 512)
In addition, each Indenture also provides that the holders of not
less than a majority in principal amount of the Debt Securities of
any outstanding series thereunder may on behalf of the holders of
all of the Debt Securities of such series waive any past default
with respect to such series and its consequences, except a default
(i) in the payment of the principal of (or premium, if any) or
interest on any of the Debt Securities of such series or (ii) in
respect of a covenant or provision of the Indenture which, under
the terms thereof, cannot be modified or amended without the
consent of the holders of all of the Debt Securities of such
series. (Section 513)
Each Indenture contains provisions entitling the Trustee, subject
to the duty of the Trustee during an Event of Default in respect of
any series of Debt Securities issued thereunder to act with the
required standard of care, to be indemnified by the holders of the
Debt Securities of such series before proceeding to exercise any
right or power under the Indenture at the request of the holders of
the Debt Securities of such series. (Sections 601 and 603)
Each Indenture also provides that the Trustee will, within 90 days
after the occurrence of a default in respect of any series of Debt
Securities issued thereunder give to the holders of the Debt
Securities of such series notice of all uncured and unwaived
defaults known to it; provided, however, that, except in the case
of a default in the payment of the principal of, (or premium, if
any) or interest on, or any sinking fund installment with respect
to, any Debt Securities of such series, the Trustee will be
protected in withholding such notice if it in good faith determines
that the withholding of such notice is in the interest of the
holders of the Debt Securities of such series; and provided
further, that such notice shall not be given until at least 30 days
after the occurrence of an Event of Default regarding the
performance or breach of any covenant or warranty of the Company
under the Indenture other than for the payment of the principal of,
(or premium, if any) or interest on, or any sinking fund
installment with respect to, any of the Debt Securities of such
series. The term default for the foregoing purpose only means any
event which is, or after notice or lapse of time, or both, would
become, an Event of Default with respect to the Debt Securities of
such series. (Section 602)
Each Indenture requires the Company to file annually with the
Trustee a certificate, executed by an officer of the Company,
indicating whether the Company has fulfilled all of its obligations
or is in default under certain covenants under the Indenture.
(Section 1004)
Provisions Applicable to Senior Debt Securities
General. The Senior Debt Securities will be unsecured obligations
of the Company issued under the Senior Indenture and will rank on
a parity with all other unsecured and unsubordinated indebtedness
of the Company.
Limitations on Liens. The Senior Indenture does not contain any
covenant restricting the amount of indebtedness which may be
incurred by the Company or any of its Subsidiaries. The Senior
Indenture, however, provides, in general, that except as provided
in this and in the following paragraph, the Company will not, and
will not permit any Restricted Subsidiary to, issue, assume or
guarantee any Debt secured by a Lien upon any Principal Property of
the Company or any Restricted Subsidiary or upon any shares of
stock or Debt of any Restricted Subsidiary (whether such Principal
Property, shares of stock or Debt are now owned or hereafter
acquired) without in any such case effectively providing
concurrently with the issuance, assumption or guaranty of any such
Debt that the Senior Debt Securities (together with, if the Company
shall so determine, any other indebtedness of or guaranty by the
Company or such Restricted Subsidiary then existing or thereafter
created which is not subordinate to the Senior Debt Securities)
shall be secured equally and ratably with (or, at the option of the
Company, prior to) such Debt, so long as such Debt shall be so
secured; provided, however, that the foregoing restrictions shall
not apply to Debt secured by: (1) Liens on property, shares of
stock or indebtedness of any corporation existing at the time such
corporation becomes a Restricted Subsidiary; (2) Liens on any
property (including shares of stock or Debt) existing at the time
of acquisition thereof or securing the payment of all or any part
of the purchase price or construction cost thereof or securing any
Debt incurred prior to, at the time of or within 180 days after,
the acquisition of such property or the completion of any such
construction for the purpose of financing all or any part of the
purchase price or construction cost thereof; (3) Liens on any
property to secure all or any part of the cost of development,
operation, construction, alteration, repair or improvement of all
or any part of such property, or to secure Debt incurred prior to,
at the time of or within 180 days after, the completion of such
development, operation, construction, alteration, repair or
improvement for the purpose of financing all or any part of such
cost; (4) Liens which secure Debt owing by a Restricted Subsidiary
to the Company or to another Restricted Subsidiary or by the
Company to a Restricted Subsidiary; (5) Liens securing indebtedness
of a corporation which becomes a successor of the Company by reason
of a consolidation, merger or any conveyance, transfer or lease of
the properties and assets of the Company substantially as an
entirety; (6) Liens on property of the Company or a Restricted
Subsidiary in favor of governmental authorities to secure partial,
progress, advance or other payments or to secure any indebtedness
incurred for the purpose of financing all or any part of the
purchase price or the cost of construction of the property subject
to such Liens, or in favor of any trustee or mortgagee for the
benefit of holders of indebtedness of any such entity incurred for
any such purpose; (7) Liens incurred in connection with pollution
control, sewage or solid waste disposal, industrial revenue or
similar financing; (8) Liens existing at January 15, 1985; and (9)
any extension, renewal or replacement (or successive extensions,
renewals or replacements), in whole or in part, of any Lien
referred to in the foregoing clauses (1) to (8), inclusive, or of
any Debt secured thereby; provided that such extension, renewal or
replacement Lien shall be limited to all or any part of the same
property that secured the Lien extended, renewed or replaced (plus
any improvements on such property) and shall secure no larger
amount of Debt than that existing at the time of such extension,
renewal or replacement. (Section 1005)
The Company and any one or more Restricted Subsidiaries may issue,
assume or guarantee Debt secured by a Lien which would otherwise be
subject to the foregoing restrictions if at the time it does so
(the "Incurrence Time") such Debt plus all other Debt of the
Company and its Restricted Subsidiaries secured by a Lien which
would otherwise be subject to the foregoing restrictions (not
including Debt permitted to be secured as described in clauses (1)
through (9) in the preceding paragraph), plus the aggregate
Attributable Debt (determined as of the Incurrence Time) of Sale
and Leaseback Transactions (other than Sale and Leaseback
Transactions described in clauses (a) and (b) of the first
paragraph under the caption "Limitation on Sale and Leaseback
Transactions" herein) entered into after January 15, 1985 and in
existence at the Incurrence Time (less the aggregate amount of
proceeds of such Sale and Leaseback Transactions which shall have
been applied as described in clause (d) of the first paragraph
under the caption "Limitation on Sale and Leaseback Transactions"
herein), does not exceed 10% of the Consolidated Net Tangible
Assets. (Section 1005)
Limitation on Sale and Leaseback Transactions. The Senior
Indenture provides, in general, that the Company will not itself,
and will not permit any Restricted Subsidiary to, enter into any
arrangements with any bank, insurance company or other lender or
investor (other than the Company or another Restricted Subsidiary)
providing for the leasing as lessee by the Company or any such
Restricted Subsidiary of any Principal Property (except a lease for
a temporary period not to exceed three years by the end of which it
is intended the use of such Principal Property by the lessee will
be discontinued), which was or is owned by the Company or a
Restricted Subsidiary and which has been or is to be sold or
transferred by the Company or a Restricted Subsidiary, more than
180 days after the completion of construction and commencement of
full operation thereof by the Company or such Restricted
Subsidiary, to such lender or investor or to any person to whom
funds have been or are to be advanced by such lender or investor on
the security of such Principal Property (herein called a "Sale and
Leaseback Transaction") unless: (a) the Company or such Restricted
Subsidiary would (at the time of entering into such arrangement) be
entitled, as described in clauses (1) through (9) of the first
paragraph under the caption "Limitations on Liens" herein, without
equally and ratably securing the Senior Debt Securities, to issue,
assume or guarantee indebtedness secured by a Lien on such
Principal Property, or (b) such Sale and Leaseback Transaction
relates to a landfill or other waste disposal site (excluding any
plant or similar facility located thereon) owned by the Company or
such Restricted Subsidiary or which the Company or such Restricted
Subsidiary has the right to use, or (c) the Attributable Debt of
the Company and its Restricted Subsidiaries in respect of such Sale
and Leaseback Transaction and all other Sale and Leaseback
Transactions entered into after January 15, 1985 (other than such
Sale and Leaseback Transactions as are referred to in clauses (a),
(b) or (d) of this paragraph), plus the aggregate principal amount
of Debt secured by Liens on Principal Properties then outstanding
(excluding any such Debt secured by Liens described in clauses (1)
through (9) of the first paragraph under the caption "Limitations
on Liens" herein) which do not equally and ratably secure the
Senior Debt Securities, would not exceed 10% of Consolidated Net
Tangible Assets or (d) the Company, within 180 days after the sale
or transfer, applies or causes a Restricted Subsidiary to apply
(subject to certain reductions described in the Senior Indenture)
an amount equal to the greater of the net proceeds of such sale or
transfer or fair market value of the Principal Property so sold and
leased back at the time of entering into such Sale and Leaseback
Transaction to the retirement of Senior Debt Securities or other
indebtedness of the Company (other than indebtedness subordinated
to the Senior Debt Securities) or indebtedness of a Restricted
Subsidiary, for money borrowed, having a stated maturity more than
12 months from the date of such application or which is extendible
at the option of the obligor thereon to a date more than 12 months
from the date of such application. (Section 1006)
Definitions. Certain terms used in the above described
restrictions are given the following definitions in Section 101 of
the Senior Indenture:
"Attributable Debt" in respect of a Sale and Leaseback Transaction
means, as of any particular time, the present value (discounted at
the rate of interest implicit in the terms of the lease involved in
such Sale and Leaseback Transaction, as determined in good faith by
the Company) of the obligation of the lessee thereunder for net
rental payments (excluding, however, any amounts required to be
paid by such lessee, whether or not designated as rent or
additional rent, on account of maintenance and repairs, services,
insurance, taxes, assessments, water rates and similar charges or
any amounts required to be paid by such lessee thereunder
contingent upon monetary inflation or the amount of sales,
maintenance and repairs, insurance, taxes, assessments, water rates
or similar charges) during the remaining term of such lease
(including any period for which such lease has been extended or
may, at the option of the lessor, be extended).
"Consolidated Net Tangible Assets" means the aggregate amount of
assets (less applicable reserves and other properly deductible
items) after deducting therefrom (a) all goodwill, trade names,
trademarks, patents, unamortized debt discount and expense and
other like intangibles and (b) all current liabilities, all as
reflected in the Company's latest audited consolidated balance
sheet contained in the Company's most recent annual report to its
stockholders prior to the time as of which "Consolidated Net
Tangible Assets" shall be determined.
"Debt" means indebtedness for borrowed money.
"Lien" means any mortgage, pledge, security interest, lien or other
encumbrance.
"Principal Property" means any waste processing, waste disposal or
resource recovery plant or similar facility located within the
United States of America (other than its territories and
possessions and Puerto Rico) and owned by, or leased to, the
Company or any Restricted Subsidiary, except (a) any such plant or
facility (i) owned or leased jointly or in common with one or more
persons other than the Company and its Subsidiaries, in which the
interest of the Company and its Restricted Subsidiaries does not
exceed 50%, or (ii) which the Board of Directors determines in good
faith is not of material importance to the total business
conducted, or assets owned, by the Company and its Subsidiaries as
an entirety, or (b) any portion of any such plant or facility which
the Board of Directors determines in good faith not to be of
material importance to the use or operation thereof.
"Restricted Subsidiary" means any Subsidiary substantially all the
property of which is located, or substantially all the business of
which is carried on, within the United States of America (excluding
its territories and possessions and Puerto Rico).
"Subsidiary" means any corporation of which the Company directly or
indirectly owns or controls stock which under ordinary
circumstances (not dependent upon the happening of a contingency)
has voting power to elect a majority of the board of directors of
such corporation.
Defeasance. If so provided in the Prospectus Supplement
accompanying the Offered Senior Debt Securities, the Company may
discharge its indebtedness and its obligations under the Senior
Indenture with respect to such series by depositing funds or
obligations issued or guaranteed by the United States of America
with the Senior Trustee. The Prospectus Supplement will more fully
describe the provisions, if any, relating to such discharge.
(Section 403)
Regarding the Senior Trustee. The Senior Trustee is a lending bank
under an unsecured variable interest rate bank credit agreement
with the Company. The Company has and may from time to time in the
future have other banking relationships with the Senior Trustee in
the ordinary course of business. Marc J. Shapiro, a director of
the Company, is also the President and Chief Executive Officer of
the Senior Trustee and an executive officer of Chemical Banking
Corporation, the parent corporation of the Senior Trustee. William
D. Ruckelshaus, Chairman of the Board of Directors of the Company,
is also an advisory director of the Senior Trustee. Marina v.N.
Whitman, a director of the Company, is also a director of Chemical
Banking Corporation.
Provisions Applicable to Subordinated Debt Securities
General. The Subordinated Debt Securities will be unsecured
obligations of the Company to be issued under the Subordinated
Indenture, and will be subordinate in right of payment to certain
other indebtedness of the Company as described under
"Subordination".
Subordination. The Subordinated Debt Securities will be subordinate
and junior in right of payment, as set forth in the Subordinated
Indenture, to the prior payment in full of all Senior Debt of the
Company. "Senior Debt" is defined in the Subordinated Indenture as
the principal of (and premium, if any) and interest on any
indebtedness, whether outstanding at the date of the Subordinated
Indenture or thereafter created or incurred, which is for (a) money
borrowed by the Company, (b) obligations of the Company evidencing
the purchase price for acquisitions by the Company or a subsidiary
other than in the ordinary course of business, (c) money borrowed
by others and assumed or guaranteed by the Company, (d) capitalized
lease obligations of the Company, (e) obligations under performance
guarantees, support agreements and other agreements in the nature
thereof relating to the obligations of any subsidiary of the
Company with respect to waste-to-energy facilities and (f)
renewals, extensions, refundings, amendments and modifications of
any indebtedness, of the kind described in the foregoing clauses
(a), (b), (c), (d) and (e) or of the instruments creating or
evidencing such indebtedness, unless, in each case, by the terms of
the instrument creating or evidencing such indebtedness or such
renewal, extension, refunding, amendment and modification, it is
provided that such indebtedness is not senior in right of payment
to the Subordinated Debt Securities. (Section 1311)
In the event of any distribution of assets of the Company upon its
dissolution, winding up, liquidation or reorganization, the holders
of Senior Debt shall first be paid in full in respect of principal,
premium (if any) and interest before any such payments are made on
account of the Subordinated Debt Securities. In addition, in the
event that (a) the Subordinated Debt Securities or any other debt
securities issued under the Subordinated Indenture are declared due
and payable because of an Event of Default (other than under the
circumstances described in the preceding sentence) or (b) any
default by the Company has occurred and is continuing in the
payment of principal, premium (if any), sinking funds or interest
on any Senior Debt, then no payment shall be made on account of
principal, premium (if any), sinking funds or interest on the
Subordinated Debt Securities until all such payments due in respect
of such Senior Debt have been paid full. (Sections 1301 and 1304)
By reason of such subordination, creditors of the Company who are
not holders of Senior Debt may, subject to any subordination
provisions that may be applicable to such creditors, recover more
ratably than holders of the Subordinated Debt Securities.
As of September 30, 1995, the Company had outstanding approximately
$1.8 billion principal amount of indebtedness which would
constitute "Senior Debt". The Company also has unused lines of
credit for up to a maximum of $1.7 billion at November 30, 1995.
The amount of Senior Debt may change in the future, and the
Subordinated Indenture contains no limitations on the incurrence of
Senior Debt.
Conversion. The Subordinated Indenture provides that a series of
Subordinated Debt Securities may be convertible into Common Stock.
The following provisions will apply to convertible Subordinated
Debt Securities unless otherwise provided in the Prospectus
Supplement for such series of Subordinated Debt Securities.
The holder of any convertible Subordinated Debt Securities will
have the right, exercisable at any time prior to maturity, subject
to prior redemption by the Company, to convert any portion of such
Subordinated Debt Securities that is $1,000 in principal amount or
any integral multiple thereof, into shares of Common Stock at the
conversion price or conversion rate set forth in the Prospectus
Supplement, subject to adjustment.
In certain events, the conversion price or conversion rate will be
subject to adjustment as set forth in the Subordinated Indenture.
Such events include the issuance of shares of Common Stock as a
dividend or distribution on the Common Stock; subdivisions,
combinations and reclassifications of the Common Stock; the fixing
of a record date for the issuance to all holders of Common Stock of
rights or warrants entitling the holders thereof (for a period
expiring within 45 days of the record date) to subscribe for or
purchase shares of Common Stock at a price per share less than the
then current market price per share of Common Stock (as determined
pursuant to the Subordinated Indenture); and the fixing of a record
date for the distribution to all holders of Common Stock of
evidences of indebtedness or assets (excluding cash dividends paid
from surplus) of the Company or subscription rights or warrants
(other than those referred to above). No adjustment of the
conversion price or conversion rate will be required unless an
adjustment would require a cumulative increase or decrease of at
least 1% in such price or rate. (Section 1404)
Fractional shares of Common Stock will not be issued upon
conversion, but, in lieu thereof, the Company will pay a cash
adjustment based on the then current market price for the Common
Stock. Upon conversion, no adjustments will be made for accrued
interest or dividends, and, accordingly, convertible Subordinated
Debt Securities surrendered for conversion between the record date
for an interest payment and the interest payment date (except
convertible Subordinated Debt Securities called for redemption on
a redemption date during such period) must be accompanied by
payment of an amount equal to the interest thereon which the
registered holder is to receive. (Sections 1403 and 1405)
In the case of any reclassification or change in the outstanding
shares of Common Stock, any consolidation or merger of the Company
(with certain exceptions) or any conveyance, transfer or lease of
the property and assets of the Company substantially as an
entirety, the holder of convertible Subordinated Debt Securities,
after the consolidation, merger, conveyance, transfer or lease,
will have the right to convert such convertible Subordinated Debt
Securities into the kind and amount of securities, cash and other
property which the holder would have been entitled to receive upon
or in connection with such consolidation, merger, conveyance,
transfer or lease, if the holder had held the Common Stock issuable
upon conversion of such convertible Subordinated Debt Securities
immediately prior to such consolidation, merger, conveyance,
transfer or lease. (Section 1406)
Regarding the Subordinated Trustee. The Company may from time to
time in the future have other banking relationships with the
Subordinated Trustee in the ordinary course of business.
CAPITAL STOCK
Pursuant to its Restated Certificate of Incorporation, the Company
is authorized to issue (i) 400,000,000 shares of Common Stock, $.16
2/3 par value and (ii) 25,000,000 shares of Preferred Stock,
without par value, of which 4,000,000 shares have been designated
by the Board of Directors as Series A Participating Preferred Stock
which may be issued upon the exercise of Rights (hereinafter
defined) associated with the Common Stock as discussed below.
On June 1, 1988, the Board of Directors of the Company declared a
dividend distribution of one right (a "Right") on each share of
Common Stock outstanding at the close of business on June 13, 1988,
and in connection therewith entered into a Rights Agreement, dated
as of June 1, 1988 (as amended, the "Rights Agreement") with Texas
Commerce Bank National Association (subsequently succeeded by First
Chicago Trust Company of New York) as Rights Agent. In addition,
the Board authorized the issuance of one Right with respect to each
share of Common Stock that becomes outstanding between June 13,
1988 and the earliest of the dates on which separate Right
certificates are distributed or the Rights expire or are redeemed.
The Rights distribution was not taxable to stockholders.
When exercisable, each Right will entitle the registered holder to
purchase one one-hundredth of a share of Series A Participating
Preferred Stock at an exercise price of $110.00, subject to
adjustment. The Rights will not be exercisable prior to the
expiration of the Company's right to redeem the Rights. The
Company is entitled to redeem the Rights at $.05 per Right (subject
to adjustment) up to and including the tenth business day
(twentieth business day if the Board of Directors so determines)
after the acquisition by a person of beneficial ownership of shares
of the Company's stock having 10% or more of the general voting
power of the Company. The Rights will expire on June 13, 1998,
unless earlier redeemed.
In general, the Rights Agreement provides that if the Company is
acquired in a merger or other business combination transaction on
or at any time after the date on which a person obtains ownership
of stock having 10% more of the Company's general voting power
("Stock Acquisition Date"), provision must be made prior to the
consummation of such transaction to entitle each holder of a Right
(except as provided in the Plan) to purchase at the exercise price
a number of the acquiring company's common shares having a market
value (determined as provided in the Rights Agreement) at the time
of such transaction of two times the exercise price of the Right.
The Rights Agreement also provides that in the event of (i) the
acquisition of the Company on or at any time after the Stock
Acquisition Date in a merger or other business combination
transaction in which the Company's Common Stock remains outstanding
and unchanged, (ii) certain self-dealing transactions by a 10% or
greater stockholder, (iii) the acquisition by a person of at least
15% of the general voting power of the Company or (iv) an increase
in the ownership interest of a 10% or greater stockholder by more
than 1% as a result of the occurrence of any of certain events
specified in the Rights Agreement, then, in each such case, each
holder of a Right (except as provided in the Rights Agreement) will
have the right to receive, upon payment of the exercise price, a
number of shares of Series A Participating Preferred Stock having
a market value (determined as provided in the Rights Agreement) at
the time of such transaction of two times the exercise price of a
Right.
Certain provisions in the Company's Restated Certificate of
Incorporation and By-laws may have the effect of delaying,
deferring or preventing a change in control of the Company. These
provisions require that the Company's Board of Directors be divided
into three classes that are elected for staggered three-year terms;
provide that stockholders may act only at annual or special
meetings and may not act by written consent; provide that special
meetings of stockholders may be called only by the Board of
Directors; authorize the directors of the Company to determine the
size of the Board of Directors; require that stockholder
nominations for directors be made to the Nominating Committee of
the Company prior to a meeting of stockholders; provide that
directors may be removed only for cause and only by a supermajority
vote (80% of shares outstanding) of the stockholders (a
"Supermajority Vote"), including a majority in interest of the
holders ("Minority Holders") of voting stock held by persons other
than any person who, together with its affiliates and associates,
owns more than 10% of the voting stock; provide for certain minimum
price and procedural requirements in connection with certain
business combinations, in the absence of which the business
combination would require approval by a Supermajority Vote,
including a majority in interest of the Minority Holders; require
a Supermajority Vote, including a majority in interest of the
Minority Holders, for the amendment of any of the foregoing
provisions unless approved by a majority of the Board of Directors
in certain events; and authorize the Board of Directors to
establish one or more series of Preferred Stock, without any
further stockholder approval, having rights, preferences,
privileges and limitations that could impede or discourage the
acquisition of control of the Company.
Description of Common Stock. At December 14, 1995, 212,660,643
shares of Common Stock were issued and outstanding and
approximately 46 million shares were reserved for issuance (i)
pursuant to the Company's Dividend Reinvestment Plan and employee
benefit plans (including stock option plans), (ii) upon conversion
of debentures, (iii) pursuant to outstanding stock purchase
contracts and (iv) in connection with the acquisition of businesses
and properties in the normal course of business. Subject to the
dividend preferences of any outstanding shares of Preferred Stock,
all shares of Common Stock are entitled to participate in such
dividends as may be declared by the Board of Directors out of
assets available for such payment. Holders of Common Stock are
entitled to one vote for each share held. All outstanding shares
are, and shares issuable hereunder will be, validly issued, fully
paid and nonassessable. Holders of Common Stock have no cumulative
voting rights or preemptive rights. In the event of a liquidation,
dissolution or winding up of the Company, holders of Common Stock
are entitled to share ratably in the distribution of assets
remaining after payment of debts and expenses and of any preference
due to holders of any preferred stock of the Company then
outstanding. As described above, one Right will be issued in
respect of each share of Common Stock issued before the earliest of
the dates on which separate Right certificates are distributed or
the Rights expire or are redeemed.
The Common Stock Transfer Agent and Registrar is First Chicago
Trust Company of New York, Stock Transfer Department, Mail Suite
4694, Post Office Box 2536, Jersey City, New Jersey 07303-2536.
Description of Preferred Stock. Under the Company's Restated
Certificate of Incorporation, the Board of Directors may provide
for the issuance of up to 25,000,000 shares of Preferred Stock in
one or more series. The rights, preferences, privileges and
restrictions, including liquidation preferences, of the Preferred
Stock of each series will be fixed or designated by the Board of
Directors pursuant to a certificate of designation without any
further vote or action by the Company's stockholders. The issuance
of Preferred Stock could have the effect of delaying, deferring or
preventing a change in control of the Company. Upon issuance
against full payment of the purchase price therefor, shares of
Preferred Stock offered hereby will be fully paid and
nonassessable.
The specific terms of a particular series of Preferred Stock
offered hereby will be described in a Prospectus Supplement
relating to such series and will include the following:
(i) The maximum number of shares to constitute the series and
the distinctive designation thereof;
(ii) The annual dividend rate, if any, on shares of the series,
whether such rate is fixed or variable or both, the date or
dates from which dividends will begin to accrue or
accumulate and whether dividends will be cumulative;
(iii) Whether the shares of the series will be redeemable and, if
so, the price at and the terms and conditions on which the
shares of the series may be redeemed, including the time
during which shares of the series may be redeemed and any
accumulated dividends thereon that the holders of shares of
the series shall be entitled to receive upon the redemption
thereof;
(iv) The liquidation preference, if any, applicable to shares of
the series;
(v) Whether the shares of the series will be subject to
operation of a retirement or sinking fund and, if so, the
extent and manner in which any such fund shall be applied
to the purchase or redemption of the shares of the series
for retirement or for other corporate purposes, and the
terms and provisions relating to the operation of such
fund;
(vi) The terms and conditions, if any, on which the shares of
the series shall be convertible into, or exchangeable for,
shares of any other class or classes of capital stock of
the Company or any series of any other class or classes,
or of any other series of the same class, including the
price or prices or the rate or rates of conversion or
exchange and the method, if any, of adjusting the same;
(vii) The voting rights, if any, on the shares of the series; and
(viii) Any other preferences and relative, participating, optional
or other special rights or qualifications, limitations or
restrictions thereof.
DESCRIPTION OF WARRANTS
The Company may issue Warrants, including Warrants to purchase Debt
Securities ("Debt Warrants") and Warrants to purchase Common Stock
or Preferred Stock ("Stock Warrants"). Warrants may be issued
independently of or together with any other Securities and may be
attached to or separate from such Securities. Each series of
Warrants will be issued under a separate Warrant Agreement (each a
"Warrant Agreement") to be entered into between the Company and a
Warrant Agent ("Warrant Agent"). The Warrant Agent will act solely
as an agent of the Company in connection with the Warrant of such
series and will not assume any obligation or relationship of agency
for or with holders or beneficial owners of Warrants. The following
sets forth certain general terms and provisions of the Warrants
offered hereby. Further terms of the Warrants and the applicable
Warrant Agreement will be set forth in the applicable Prospectus
Supplement.
Debt Warrants
The applicable Prospectus Supplement will describe the terms of any
Debt Warrants, including the following: (i) the title of such Debt
Warrants; (ii) the offering price for such Debt Warrants, if any;
(iii) the aggregate number of such Debt Warrants; (iv) the
designation and terms of the Debt Securities purchasable upon
exercise of such Debt Warrants; (v) if applicable, the designation
and terms of the Securities with which such Debt Warrants are
issued and the number of such Debt Warrants issued with each such
Security; (vi) if applicable, the date from and after which such
Debt Warrants and any Securities issued therewith will be
separately transferable; (vii) the principal amount of Debt
Securities purchasable upon exercise of a Debt Warrant and the
price at which such principal amount of Debt Securities may be
purchased upon exercise; (viii) the date on which the right to
exercise such Debt Warrants shall commence and the date on which
such right shall expire; (ix) if applicable, the minimum or maximum
amount of such Debt Warrants that may be exercised at any one time;
(x) whether the Debt Warrants represented by the Debt Warrant
certificates or Debt Securities that may be issued upon exercise of
the Debt Warrants will be issued in registered or bearer form; (xi)
information with respect to book-entry procedures, if any; (xii)
the currency, currencies or currency units in which the offering
price, if any, and the exercise price are payable; (xiii) if
applicable, a discussion of certain United States federal income
tax considerations; (xiv) the antidilution provisions of such Debt
Warrants, if any; (xv) the redemption or call provisions, if any,
applicable to such Debt Warrants; and (xvi) any additional terms of
the Debt Warrants, including terms, procedures and limitations
relating to the exchange and exercise of such Debt Warrants.
Stock Warrants
The applicable Prospectus Supplement will describe the terms of any
Stock Warrants, including the following: (i) the title of such
Stock Warrants; (ii) the offering price of such Stock Warrants, if
any; (iii) the aggregate number of such Stock Warrants; (iv) the
designation and terms of the Common Stock or Preferred Stock
purchasable upon exercise of such Stock Warrants; (v) if
applicable, the designation and terms of the Securities with which
such Stock Warrants are issued and the number of such Stock
Warrants issued with each such Security; (vi) if applicable, the
date from and after which such Stock Warrants and any Securities
issued therewith will be separately transferrable; (vii) the number
of shares of Common Stock or Preferred Stock purchasable upon
exercise of a Stock Warrant and the price at which such shares may
be purchased upon exercise; (viii) the date on which the right to
exercise such Stock Warrants shall commence and the date on which
such right shall expire; (ix) if applicable, the minimum or maximum
amount of such Stock Warrants that may be exercised at any one
time; (x) the currency, currencies or currency units in which the
offering price, if any, and the exercise price are payable; (xi) if
applicable, a discussion of certain United States federal income
tax considerations; (xii) the antidilution provisions of such Stock
Warrants, if any; (xiii) the redemption or call provisions, if any,
applicable to such Stock Warrants; and (xiv) any additional terms
of such Stock Warrants, including terms, procedures and limitations
relating to the exchange and exercise of such Stock Warrants.
DESCRIPTION OF STOCK PURCHASE CONTRACTS
AND STOCK PURCHASE UNITS
The Company may issue Stock Purchase Contracts, consisting of contacts
obligating holders to purchase from the Company, and the Company to
sell to the holders, a specified number of shares of Common Stock
or Preferred Stock at a future date or dates. The price per share
of Preferred Stock or Common Stock may be fixed at the time the
Stock Purchase Contracts are issued or may be determined by
reference to a specific formula set forth in the Stock Purchase
Contracts. The Stock Purchase Contracts may be issued separately
or as a part of units ("Stock Purchase Units") consisting of a
Stock Purchase Contract and Debt Securities or debt obligations of
third parties, including U.S. Treasury securities, securing the
holders' obligations to purchase the Preferred Stock or the Common
Stock under the Purchase Contracts. The Stock Purchase Contracts
may require the Company to make periodic payments to the holders of
the Stock Purchase Units or visa versa, and such payments may be
unsecured or prefunded on some basis. The Stock Purchase Contracts
may require holders to secure their obligations thereunder in a
specified manner.
The applicable Prospectus Supplement will describe the terms of any
Stock Purchase Contracts or Stock Purchase Units. The description
in the Prospectus Supplement will not purport to be complete and
will be qualified in its entirety by reference to the Stock
Purchase Contracts, and, if applicable, collateral arrangements and
depositary arrangements, relating to such Stock Purchase Contracts
or Stock Purchase Units.
PLAN OF DISTRIBUTION
The Company may sell the Securities being offered hereby in and/or
outside the United States (i) through underwriters or a group of
underwriters or dealers, (ii) through agents designated from time
to time or (iii) directly to purchasers.
If an underwriter or underwriters are utilized in the sale, the
Company will enter into an underwriting agreement with such
underwriters at the time of sale to them, and the names of the
underwriters and the terms and conditions of the transaction
(including underwriting discounts and commissions and other items
constituting underwriting compensation and discounts and
commissions to be allowed or paid to any dealers) will be set forth
in the Prospectus Supplement, which will be used by the
underwriters to make sales of the Offered Securities in respect of
which this Prospectus is delivered to the public. The underwriters
may be entitled, under the underwriting agreement, to
indemnification by the Company against certain civil liabilities,
including liabilities under the Securities Act. Only underwriters
named in the Prospectus Supplement are deemed to be underwriting in
connection with the Offered Securities in respect of which such
Prospectus Supplement and this Prospectus are delivered and any
firms not named therein are not parties to the underwriting
agreement in respect of such Offered Securities and will have no
direct or indirect participation in the underwriting thereof,
although they may participate in the distribution of such
Securities under circumstances where they may be entitled to a
dealer's commission.
If so indicated in the Prospectus Supplement, the Company will
authorize underwriters to solicit offers by certain institutions to
purchase Offered Securities from the Company at the price set forth
in the Prospectus Supplement pursuant to delayed delivery contracts
for payment and delivery at a future date. The Prospectus
Supplement will set forth the commission payable to the
underwriters for solicitation of such contracts.
Offers to purchase Offered Securities may be solicited directly by
the Company or by agents designated by the Company from time to
time. Unless otherwise indicated in the Prospectus Supplement, any
such agent will be acting on a best efforts basis for the period of
its appointment. Agents may be entitled under agreements which may
be entered into with the Company to indemnification by the Company
against certain civil liabilities, including liabilities under the
Securities Act.
If an agent or agents are utilized in the sale, such persons may be
deemed to be "underwriters", and any discounts, commissions or
concessions received by them from the Company or any profit on the
resale of Offered Securities by them may be deemed to be
underwriting discounts and commissions under the Securities Act.
Any such person who may be deemed to be an underwriter and any such
compensation received from the Company will be described in the
Prospectus Supplement.
The time and place for delivery of the Offered Securities in
respect of which this Prospectus is delivered are set forth in the
Prospectus Supplement.
LEGAL OPINIONS
The legality of the Securities to be offered hereby will be passed
upon for the Company by Fulbright & Jaworski L.L.P., 1301 McKinney
Street, Houston, Texas 77010, and for any underwriters or agents of
a particular issue of Offered Securities, by Vinson & Elkins
L.L.P., 1001 Fannin Street, First City Tower, Houston, Texas 77002
or by other counsel identified in the relevant Prospectus
Supplement as passing on the same for any such underwriters and
agents. Vinson & Elkins L.L.P. has represented the Company in
various legal matters from time to time.
EXPERTS
The consolidated financial statements and schedules included in the
Annual Report of the Company on Form 10-K for the year ended
September 30, 1995 incorporated herein by reference, have been
audited by Arthur Andersen LLP, independent public accountants, as
indicated in their report with respect thereto, and are
incorporated herein by reference in reliance upon the authority of
said firm as experts in giving said report.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. Other Expenses of Issuance and Distribution.*
Securities and Exchange Commission Registration Fee....$ 344,828
Printing and Engraving Expenses........................ 50,000
Accounting Fees and Expenses........................... 100,000
Legal Fees and Expenses................................ 100,000
Trustee Fees........................................... 40,000
Fees of Rating Agencies................................ 170,000
Blue Sky Fees and Expenses............................. 10,000
Miscellaneous.......................................... 5,172
-----------
TOTAL............................................$ 820,000
===========
- ------------------
*Estimated, except for the SEC Registration Fee.
ITEM 15. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware
empowers the Company to, and the By-laws of the Company provide
that it shall, indemnify any person who was or is a party or is
threatened to be made a party to, or otherwise becomes involved in,
any threatened, pending or completed action, suit or proceeding
(other than an action, suit or proceeding by or in the right of the
Company) by reason of the fact that he is or was a director,
officer, employee or agent of the Company, or is or was serving at
the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys's fees),
judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the
Company, and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his conduct was unlawful; except
that, in the case of an action or suit by or in the right of the
Company, no indemnification may be made in respect of any claim,
issue or matter as to which such person shall have been adjudged to
be liable to the Company unless and only to the extent that the
Court of Chancery of the State of Delaware or the court in which
such action or suit was brought shall determine that such person is
fairly and reasonably entitled to indemnity for proper expenses.
The Company's By-laws provide, pursuant to Section 145 of the
General Corporation Law of the State of Delaware, for
indemnification of officers, directors, employees and agents of the
Company and persons serving at the request of the Company in such
capacities for other business organizations against certain losses,
costs, liabilities and expenses incurred by reason of their
positions with the Company or such other business organizations.
The Company's Restated Certificate of Incorporation contains a
provision which eliminates, to the fullest extent permitted by law,
director liability for monetary damages for breaches of fiduciary
duty of care.
At the annual meeting of stockholders held on March 4, 1987, the
Company's stockholders adopted a resolution authorizing the Company
to enter into an Indemnity Agreement (the "Indemnity Agreement")
with each director of the Company and with certain officers of the
Company designated by the Board of Directors or its Executive
Committee. The Indemnity Agreement requires that the Company
indemnify directors and designated officers who are parties thereto
in all cases to the fullest extent permitted by applicable law.
Pursuant to a policy of directors' and officers' liability and
corporation reimbursement insurance, the Company's officers and
directors are insured, subject to the limits, retention, exceptions
and other terms and conditions of such policy, against liability
for any actual or alleged breach of duty, neglect, error,
misstatement, misleading statement, omission or other act done or
wrongfully attempted while acting in their capacities as directors
or officers of the Company.
Pursuant to a number of agreements by which the Company acquired
ownership of businesses, the former owners of those businesses
individually agreed to indemnify each officer of the Company, each
person who may be liable as a director of the Company or as a
person who controls or shall have controlled the Company within the
meaning of the Securities Act of 1933, as amended (the "Securities
Act"), against certain liabilities that such officers, directors or
controlling persons might incur. Generally, such former owners
have agreed to indemnify such officers, directors or controlling
persons against any and all damages or liabilities to which such
officers, directors or control persons may become subject under the
Securities Act, the Securities Exchange Act of 1934, as amended,
state securities laws, the common law or otherwise, including legal
and other expenses incurred in connection therewith, but only
insofar as such liabilities arise out of or are based upon any
untrue statement or omission or alleged omission based upon
information furnished to the Company by or on behalf of such former
owner for use in certain registration statements filed by the
Company under the Securities Act or upon failure of such former
owner to provide such information.
ITEM 16. Exhibits.
SEC FILE OR
REGISTRATION EXHIBIT
NUMBER NUMBER
*1(a) Form of Underwriting Agreement (for equity 33-51879 1(a)
securities).
*1(b) Form of Underwriting Agreement (for debt 33-51879 1(b)
securities)
*4(a) Restated Certificate of Incorporation 1-6805 3(a)
dated December 7, 1991 (10-K,
September
30, 1993)
**4(b) Bylaws, as amended through December 5, 1995
*4(c) Rights Agreement, dated June 1, 1988, 1-6805 3.3
between the Registrant and Texas Commerce (10-K,
Bank National Association. September
30, 1988)
*4(d) First Amendment, dated March 1, 1989, to 1-6805 10.1
Rights Agreement, dated as of June 1, (10-Q, June
1988, between the Company and Texas 30, 1989)
Commerce Bank National Association.
*4(e) Second Amendment, dated March 7, 1990, to 1-6805 4.1
Rights Agreement, dated as of June 1, (10-Q, March
1988, between the Registrant and First 31, 1990)
Chicago Trust Company of New York as
successor Rights Agent.
*4(f) Restated Indenture, dated as of September 1-6805 4.8
1, 1991, between First City, Texas- (10-K,
Houston, National Association, Trustee, September
and the Registrant. 10, 1991)
*4(g) Indenture, dated as of August 1, 1987, 33-16537 4.1
between First RepublicBank Houston,
National Association, Trustee, and the
Registrant.
*4(h) First Supplemental Indenture, dated as of 33-51879 4(f)
January 11, 1994, between the Registrant
and NationsBank of Texas, National
Association, as successor Trustee.
*4(i) Second Amended and Restated Revolving 1-6805 (10-K, 4.4
Credit Agreement, dated as of May 31, September 30,
1995, among the Registrant and Texas 1995)
Commerce Bank National Association as
Administrative Agent, and the other banks
named therein.
*4(j) Multicurrency Revolving Credit Agreement, 1-6805 (10-Q, 4.11
dated December 5, 1994, between BFI December 31,
Acquisition plc, BFI International, Inc., 1994)
Browning-Ferris Industries Europe, Inc.,
the Registrant and Credit Suisse and the
Banks specified therein.
**5 Opinion of Fulbright & Jaworski L.L.P. as
to legality of the securities being
registered.
*12(a) Computation of Ratios of Earnings to Fixed 1-6805 (10-K, 12.1
Charges (for last five fiscal years). September 30,
1995)
**23(a) Consent of Arthur Andersen LLP
**23(b) Consent of Fulbright & Jaworski L.L.P.
(included in their opinion filed as
Exhibit 5).
**24 Powers of Attorney (included under the
caption "Power of Attorney and
Signatures").
**25(a) Form T-1 Statement of Eligibility and
Qualification under the Trust Indenture
Act of 1939 of Texas Commerce Bank
National Association relating to the
Senior Indenture.
**25(b) Form T-1 Statement of Eligibility and
Qualification under the Trust Indenture
Act of 1939 of The Bank of New York
relating to the Subordinated Indenture.
- ------------
* Incorporated by reference.
** Previously filed.
ITEM 17. Undertakings.
(a) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act
of 1933, each filing of the Registrant's annual report
pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this
Registration Statement shall be deemed to be a new
registration statement relating to the securities offered
herein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(b) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the Registrant, the Registrant has
been advised that in the opinion of the Securities and
Exchange Commission, such indemnification is against public
policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer
or controlling person of the Registrant in the successful
defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the
securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by a
controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Securities Act of
1933 and will be governed by a final adjudication of such
issue.
(c) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this
registration statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
registration statement (or the most recent post-
effective amendment thereof) which, individually
or in the aggregate, represent a fundamental
change in the information set forth in the
registration statement;
(iii) To include any material information with respect
to the plan of distribution not previously
disclosed in the registration statement or any
material change to such information in the
registration statement. Notwithstanding the
foregoing, any increase or decrease in volume of
securities offered (if the total dollar value of
securities offered would not exceed that which was
registered) and any deviation from the low or high
end of the estimated maximum offering range may be
reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price
represent no more than a 20% change in the maximum
aggregate offering price set forth in the
"Calculation of Registration Fee" table in the
effective registration statement;
provided, however, that paragraphs (i) and (ii) above do
not apply if the information required to be included in
a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective
amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and
the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(d) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act of 1933, the information omitted from the
form of prospectus filed as part of this registration
statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the Registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities Act
shall be deemed to be part of this registration statement
as of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act of 1933, each post-effective amendment
that contains a form of prospectus shall be deemed to be
a new registration statement relating to the securities
offered herein, and the offering of such securities at
that time shall be deemed to be the initial bona fide
offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for the filing on
Form S-3 and has duly caused this Amendment to Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized
in the City of Houston, State of Texas, on this 5th day of January, 1996.
BROWNING-FERRIS INDUSTRIES, INC.
(Registrant)
By: /s/ Ronald E. Long
______________________________
Ronald E. Long,
Assistant Treasurer
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Amendment to Registration Statement has been
signed below by the following persons in the capacities and
on the date indicated.
*William D. Ruckelshaus
______________________________
William D. Ruckelshaus,
Chairman of the Board
and Director
*Bruce E. Ranck
______________________________
Bruce E. Ranck,
President, Chief Executive
Officer and Director
*Norman A. Myers
______________________________
Norman A. Myers,
Vice Chairman, Chief Marketing
Officer and Director
*Jeffrey E. Curtiss
______________________________
Jeffrey E. Curtiss,
Senior Vice President and
Chief Financial Officer
*David R. Hopkins
______________________________
David R. Hopkins,
Vice President, Controller and
Chief Accounting Officer
*William T. Butler
______________________________
William T. Butler, Director
*C. Jackson Grayson
______________________________
C. Jackson Grayson, Jr., Director
*Gerald Grinstein
______________________________
Gerald Grinstein, Director
*Ulrich Otto
______________________________
Ulrich Otto, Director
*Harry J. Phillips, Sr.
______________________________
Harry J. Phillips, Sr., Director
*Joseph L. Roberts, Jr.
______________________________
Joseph L. Roberts, Jr., Director
*Marc J. Shapiro
______________________________
Marc J. Shapiro, Director
*Robert M. Teeter
______________________________
Robert M. Teeter, Director
*Louis A. Waters
______________________________
Louis A. Waters, Director
*Marina v.N. Whitman
______________________________
Marina v.N. Whitman, Director
*Peter S. Willmott
______________________________
Peter S. Willmott, Director
*By: /s/ Rufus Wallingford
------------------------
Rufus Wallingford
Attorney-in-fact
January 5, 1996
EXHIBIT INDEX
SEC FILE OR
REGISTRATION EXHIBIT
NUMBER NUMBER
*1(a) Form of Underwriting Agreement (for equity 33-51879 1(a)
securities).
*1(b) Form of Underwriting Agreement (for debt 33-51879 1(b)
securities).
*4(a) Restated Certificate of Incorporation 1-6805 3(a)
(10-K,
September
30, 1993)
** 4(b) Bylaws, as amended through December 5,
1995.
*4(c) Rights Agreement, dated June 1, 1988, 1-6805 3.3
between the Registrant and Texas Commerce (10-K,
Bank National Association. September
10, 1988)
*4(d) First Amendment, dated March 1, 1989, to 1-6805 10.1
Rights Agreement, dated as of June 1, (10-Q, June
1988, between the Company and Texas 30, 1989)
Commerce Bank National Association.
*4(e) Second Amendment, dated March 7, 1990, to 1-6805 4.1
Rights Agreement, dated as of June 1, (10-Q, March
1988, between the Registrant and First 31, 1990)
Chicago Trust Company of New York as
successor Rights Agent.
*4(f) Restated Indenture, dated as of September 1-6805 4.8
1, 1991, between First City, Texas- (10-K,
Houston, National Association, Trustee, September
and the Registrant. 10, 1991)
*4(g) Indenture, dated as of August 1, 1987, 33-16537 4.1
between First RepublicBank Houston,
National Association, Trustee, and the
Registrant.
*4(h) First Supplemental Indenture, dated as of 33-51879 4(f)
January 11, 1994, between the Registrant
and NationsBank of Texas, National
Association, as successor Trustee.
*4(i) Second Amended and Restated Revolving 1-6805 (10- 4.4
Credit Agreement, dated as of May 31, K, September
1995, among the Registrant and Texas 30, 1995)
Commerce Bank National Association as
Administrative Agent, and the other banks
named therein.
*4(j) Multicurrency Revolving Credit Agreement, 1-6805 (10- 4.11
dated December 5, 1994, between BFI Q, December
Acquisition plc, BFI International, Inc., 31, 1994)
Browning-Ferris Industries Europe, Inc.,
the Registrant and Credit Suisse and the
Banks specified therein.
**23(a) Consent of Arthur Andersen LLP
**23(b) Consent of Fulbright & Jaworski L.L.P.
(included in their opinion filed as
Exhibit 5).
**24 Powers of Attorney (included under the
caption "Power of Attorney and
Signatures").
**25(a) Form T-1 Statement of Eligibility and
Qualification under the Trust Indenture
Act of 1939 of Texas Commerce Bank
National Association relating to the
Senior Indenture.
**25(b) Form T-1 Statement of Eligibility and
Qualification under the Trust Indenture
Act of 1939 of The Bank of New York
relating to the Subordinated Indenture.
- ------------
* Incorporated by reference.
** Previously filed.
