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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 2, 1997
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
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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$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. 2 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 (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:
The Offer expired at 12:00 midnight, New York City time, on Tuesday,
October 1, 1997. On October 2, 1997, the Company announced that, based upon
the preliminary results of the Offer, the Offer was overscribed and the
Company expects to purchase 15 million of the approximately 33.8 million
Shares that were tendered and not withdrawn at $39.00 per Share, which the
Company expects to be the purchase price for all Shares purchased in the
Offer. The number of Shares tendered at the preliminary purchase price
includes approximately 1.2 million Shares tendered pursuant to guaranteed
delivery. Due to the oversubscription, all Shares tendered at the Purchase
Price will be pro-rated (except for Shares tendered as "odd-lots" in the
Offer, which will be purchased in full). The Company estimates that the
proration factor for the Offer will be approximately 44 percent.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
Item 9 of the Schedule 13E-4 is amended to add the following exhibit:
(a)(10) Form of press release, dated October 2, 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 2, 1997
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INDEX TO EXHIBITS
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EXHIBIT
NUMBER DESCRIPTION
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*(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.
*(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)(10)
[BFI LETTERHEAD]
Analysts Contact: Tod Holmes
(281)870-7161
Media Contact: Maureen Allen
(281)870-7456
BFI 97-15
FOR IMMEDIATE RELEASE
BFI SUCCESSFULLY COMPLETES DUTCH AUCTION
STOCK REPURCHASE PROGRAM
Preliminary Results Indicate 15 Million Shares
(7% of Common Stock) Repurchased at $39.00 Per Share
HOUSTON, Texas (October 2, 1997) -- Browning-Ferris Industries, Inc. (NYSE-BFI)
today announced that, subject to final verification, 15 million common shares,
or approximately 7% of outstanding common stock, have been accepted for
purchase at $39.00 per share. The Dutch auction expired October l, 1997.
Approximately 33.8 million shares were tendered (including approximately 1.2
million shares tendered through guaranteed delivery procedures), according to a
preliminary count by First Chicago Trust Company of New York.
Bill Ruckelshaus, BFI's Chairman said, "We view the completion of our tender at
the high end of the offered stock price range as an indication that our
shareholders believe the actions we have initiated in fiscal 1997 will enhance
long-term shareholder value."
The company expects to 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.
Due to the over subscription, shares tendered will be pro-rated, except for
shares tendered as "odd-lots", which will be purchased in full. The proration
factor will be approximately 44%.
Browning-Ferris Industries, Inc., a leading international waste services
company, provides collection, recycling and disposal of residential,
commercial, industrial and medical waste.
