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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 9, 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 9, 1997, Browning-Ferris Industries, Inc. (the "Company")
issued a press release announcing the final results of its Dutch auction tender
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shares properly tendered and not withdrawn at or below the purchase price.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 were not 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.
A copy of the press 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 13, 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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99.1 News release dated October 9, 1997 issued by Browning-Ferris Industries,
Inc.
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EXHIBIT 99.1
[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.
