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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 9, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 3
(FINAL AMENDMENT)
TO
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(E)(1) OF THE
SECURITIES EXCHANGE ACT OF 1934)
BROWNING-FERRIS INDUSTRIES, INC.
(Name of Issuer and Person Filing Statement)
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COMMON STOCK, PAR VALUE $.16 2/3 PER SHARE
(Title of Class of Securities)
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115885105
(CUSIP Number of Class of Securities)
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GERALD K. BURGER
VICE PRESIDENT AND SECRETARY
BROWNING-FERRIS INDUSTRIES, INC.
757 N. ELDRIDGE
HOUSTON, TEXAS 77079
(281) 870-8100
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person Filing Statement)
COPY TO:
ARTHUR H. ROGERS
FULBRIGHT & JAWORSKI L.L.P.
1301 MCKINNEY, SUITE 5100
HOUSTON, TEXAS 77010
(713) 651-5421
SEPTEMBER 4, 1997
(Date Tender Offer First Published,
Sent or Given to Security Holders)
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE
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<S> <C>
$585,000,000 $117,000
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(*) Determined pursuant to Rule 0-11(b)(1). Assumes the purchase of 15,000,000
shares at $39.00 per share.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
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<S> <C>
Amount Previous Paid: $117,000
Form or Registration No.: Schedule 13E-4
Filing Party: Browning-Ferris Industries, Inc.
Date Filed: September 4, 1997
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This Amendment No. 3 relates to the Schedule 13E-4 filed by Browning-Ferris
Industries, Inc., a Delaware corporation (the "Company"), on September 4, 1997,
as amended on September 5, 1997 and October 2, 1997 (the "Schedule 13E-4"). All
terms used herein unless otherwise defined shall have the meaning given to them
in the Schedule 13E-4. The Schedule 13E-4 is amended as follows:
ITEMS 1 THROUGH 8.
To the extent any information previously incorporated by reference into
Items 1 through 8 of the Schedule 13E-4 is inconsistent with the information
added by this Amendment of the Schedule 13E-4, Items 1 through 8 are amended
hereby as necessary to reflect the information set forth in this Amendment and
in Exhibit (a)(12) hereto.
ITEM 8. ADDITIONAL INFORMATION.
Paragraph (e) of Item 8 of the Schedule 13E-4 is amended to add the
following:
On October 9, 1997, the Company issued a press release announcing the
final results of the Offer, which expired at 12:00 midnight, New York City
time, on Wednesday, October 1, 1997. Pursuant to the Offer, the Company
accepted for payment 15 million Shares at a price of $39.00 per Share,
which is the Purchase Price for the Offer. The Offer was oversubscribed,
with approximately 33.8 million Shares properly tendered and not withdrawn
at or below the Purchase Price. Nearly 10 million of these Shares were
tendered on an "all-or-none" conditional basis and will not be purchased,
affecting the preliminary proration factor provided by the depositary,
First Chicago Trust Company of New York. The final proration factor for the
Offer is 63 per cent and applies to all Shares tendered, except "odd lot"
Shares.
The Company expects that the depositary for the Offer will begin
issuing payment on October 9, 1997, for the Shares accepted under the Offer
and will return unpurchased Shares promptly.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 13E-4 is amended to add the following exhibit:
(a)(11) Form of press release, dated October 9, 1997.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this amendment is true, complete and correct.
BROWNING-FERRIS INDUSTRIES, INC.
By: /s/ JEFFREY E. CURTISS
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Jeffrey E. Curtiss
Senior Vice President and
Chief Financial Officer
Dated: October 9, 1997
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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<C> <S>
*(a)(1) Form of Offer to Purchase, dated September 4, 1997.
*(a)(2) Form of Letter of Transmittal, dated September 4, 1997,
together with Guidelines for Certification of Taxpayer
Identification Number on Substitute Form W-9.
*(a)(3) Form of Letter to Stockholders from Bruce E. Ranck,
President and Chief Executive Officer of the Company,
dated September 4, 1997.
*(a)(4) Form of Notice of Guaranteed Delivery.
*(a)(5) Form of Letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Nominees, dated September 4, 1997.
*(a)(6) Form of Letter to Clients, dated September 4, 1997.
*(a)(7) Form of Letter to Participants in the Company's Employee
Stock Ownership and Savings Plan, dated September 4,
1997.
*(a)(8) Form of Summary Advertisement, dated September 4, 1997.
*(a)(9) Form of Press Release, dated September 3, 1997.
*(a)(10) Form of Press Release, dated October 2, 1997.
(a)(11) Form of Press Release dated October 9, 1997.
*(g)(1) Pages 37 to 81 of the Company's Annual Report on Form 10-K
for the Year Ended September 30, 1996.
*(g)(2) The Company's Quarterly Report on Form 10-Q for the Quarter
Ended June 30, 1997 (other than exhibits).
*(g)(3) Pages 2 to 14 of the Company's Quarterly Report on Form 10-Q
for the Quarter Ended June 30, 1996 (other than
exhibits).
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* Previously filed.
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EXHIBIT (a)(11)
[BFI LETTERHEAD]
Analysts Contact: Tod Holmes
(281) 870-7161
Media Contact: Maureen Allen
(281) 870-7456
BFI 97-16
FOR IMMEDIATE RELEASE
BFI REPORTS FINAL RESULTS OF DUTCH AUCTION
STOCK REPURCHASE PROGRAM
HOUSTON, Texas (October 9, 1997) -- Browning-Ferris Industries, Inc. (NYSE-BFI)
today reported the final results of its Dutch auction stock repurchase program
which expired October 1, 1997.
BFI accepted for purchase 15 million shares at a price of $39.00 per share. The
tender offer was oversubscribed, with approximately 33.8 million shares properly
tendered and not withdrawn at or below $39.00 per share. Nearly 10 million of
these shares were tendered on an "all-or-none" conditional basis and will not be
purchased, affecting the preliminary proration factor provided by the
depositary, First Chicago Trust Company of New York. A final proration factor of
63 percent applies to all shares tendered, except "odd-lot" shares.
The company indicated that the depositary for the offer will commence issuing
payment today for shares accepted under the offer. Shares not purchased in the
offer will be promptly returned.
The company will purchase approximately $585 million of common stock in the
Dutch auction which is the first phase of a two-part program to buy back $1
billion of its stock. The Dutch auction tender offer was launched on September
4, 1997 for up to 15 million common shares at a purchase price of not greater
than $39.00 nor less than $34.00. The second phase of this program,
approximately $415 million in open market purchases of common stock or automatic
common exchange security units, commonly referred to as ACES (NYSE-BFE), is
expected to be completed by September 30, 1998.
Browning-Ferris Industries, Inc., a leading international waste services
company, provides collection, recycling and disposal of residential, commercial,
industrial and medical waste.
