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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) October 1, 1997
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BROWNING-FERRIS INDUSTRIES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation)
1-6805 74-1673682
(Commission File Number) (IRS Employer Identification No.)
757 N. Eldridge, Houston, Texas 77079
(Address of principal executive offices) (Zip Code)
(281) 870-8100
(Registrant's telephone number, including area code)
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Item 5. Other Events.
On October 2, 1997, the Company issued a press release announcing the
preliminary results of its Dutch auction tender offer which expired at
midnight, October 1, 1997, New York time. Based on a preliminary count by the
depositary for the offer, the offer was oversubscribed 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tendered and not withdrawn at $39.00 per share, which the Company expects to be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 in the offer. 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 to be applicable to the offer will
be approximately 44%.
A copy of the news release is filed herewith as an exhibit and
incorporated herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
No financial statements or pro forma financial information are
required to be filed as a part of this report. The exhibit filed as part of
this report is listed in the Exhibit Index hereto.
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SIGNATURES
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Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BROWNING-FERRIS INDUSTRIES, INC.
By: /s/ Jeffrey E. Curtiss
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Dated: October 3, 1997 Jeffrey E. Curtiss
Senior Vice President
and Chief Financial Officer
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BROWNING-FERRIS INDUSTRIES, INC.
EXHIBIT INDEX
Number and Description
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EXHIBIT
NUMBER DESCRIPTION
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99.1 News release dated October 2, 1997 issued by Browning-Ferris Industries,
Inc.
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EXHIBIT 99.1
Analysts Contact: Tod Holmes
(281) 870-7161
Media Contact: Maureen Allen
(281) 870-7456
BFI 97-14
FOR IMMEDIATE RELEASE
IMPROVED PERFORMANCE, POSITIVE OUTLOOK
PROMPT BFI BOARD ACTION:
-- $1.0 Billion Stock Buy-Back Program
-- 12% Increase In Quarterly Dividend To $0.19 Per Share
-- Tender Offer For Its $300 million 7- 7/8% Notes
HOUSTON, TEXAS (SEPTEMBER 3, 1997) -- Browning-Ferris Industries, Inc.
(NYSE-BFI) today announced that its Board of Directors has approved a $1.0
billion stock buy-back program, a 12% increase in the quarterly cash dividend on
common stock from $0.17 to $0.19 per share, and a tender offer for its $300
million 7- 7/8% Notes.
In announcing the Board's decision, Chairman William D. Ruckelshaus
commented, "The Board's actions today will better align BFI's capital structure
with its financial goals. BFI's improved financial performance and significant
generation of cash flow in fiscal 1997 gives the Board confidence in taking
these actions."
The $1.0 billion equity repurchase program consists of a "Dutch Auction"
self tender to purchase up to 15 million shares, over 7%, of its common stock,
and an open market repurchase program of common stock or automatic common
exchange security units (NYSE-BFE).
The Dutch Auction tender offer for common stock will commence on September
4, 1997 and will expire at midnight, New York City time, on October 1, 1997,
unless extended. Copies of the offering materials are being mailed to all of the
company's common stock shareholders.
Under the terms of the offer, BFI will invite shareholders to tender shares
at prices not greater than $39 nor less than $34 per share, with the precise
amount to be determined upon expiration of the offer. The closing price of the
common stock on September 2, 1997 was $35- 5/16 per share. Based upon the number
of shares tendered and the price specified, BFI will determine the single
per-share price within that price range that will allow the company to buy 15
million shares, or whatever lesser number are properly tendered. Morgan Stanley
Dean Witter is acting as dealer manager for the offer. Morrow & Co., Inc. is
acting as the information agent. Shareholders who choose to tender some or all
of their stock will be eligible to receive the $0.19 dividend, whether or not
the company accepts their shares for payment.
Commenting on the announcement, BFI's Chief Executive Officer Bruce Ranck
noted, "BFI's momentum demonstrates the effectiveness of a highly disciplined
approach to meeting challenging milestones. We look forward to reporting
performance in the fourth quarter and beyond which continues this momentum."
The open market repurchase program will commence no earlier than 10
business days after completion of the Dutch Auction tender offer, and will be
for an aggregate amount no greater than $1.0 billion less the cash distributed
to shareholders participating in the Dutch Auction tender offer. The open market
purchases may include privately negotiated transactions. The open market
repurchase program is expected to be completed by September 30, 1998.
In addition, the Board declared the company's regular quarterly cash
dividend on common stock, increasing it from $0.17 to $0.19 per share. The cash
dividend is payable on October 6, 1997, to shareholders of record at the close
of business on September 19, 1997.
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The company also announced that it is tendering for its $300 million
7- 7/8% Notes due March 15, 2005. The tender offer will commence immediately and
will expire at 5 p.m. New York City time on September 17, 1997, unless extended.
The purchase price is determined by reference to a fixed spread of 25 basis
points (i.e., 0.25%) over the yield to maturity of the United States Treasury
6.125% Notes due August 15, 2007 at the time of acceptance of the Tender Offer,
plus accrued and unpaid interest up to the date of payment. NationsBanc Capital
Markets, Inc. is serving as dealer manager.
Browing-Ferris Industries, Inc., a leading international waste services
company, provides collection, recycling and disposal of residential, commercial,
industrial and medical waste.
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