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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: March 31, 1998
(Date of earliest event reported)
BROWNING-FERRIS INDUSTRIES, INC.
(Exact name of registrant as specified in charter)
Commission file number 1-6805
Delaware 74-1673682
(State of Incorporation) (I.R.S. Employer Identification No.)
757 N. Eldridge
Houston, Texas 77079
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (281)870-8100.
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The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Form 8-K dated March 31, 1998
relating to the divestiture of the Company's operations outside North America to
SITA, a Paris-based waste services company, and certain common stock repurchases
pursuant to the Company's common stock buyback program.
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Item 7. Financial Statements and Exhibits
(b) Pro Forma Financial Information
BROWNING-FERRIS INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
In November 1997, the Company entered into an agreement to merge its operations
outside North America with SITA, a subsidiary of Suez Lyonnaise des Eaux. On
March 31, 1998, the Company announced that this transaction had been completed.
Under the terms of the agreement, the Company received cash totaling U.S. $950
million and shares of SITA stock amounting to approximately 19.2 percent equity
interest in SITA. Suez Lyonnaise des Eaux owns more than 50 percent of SITA.
The following unaudited pro forma consolidated statement of operations gives
effect to (i) the divestiture of the Company's operations outside of North
America associated with the SITA transaction as discussed above and the
disposition of the remainder of these operations as a result of this transaction
with SITA, (ii) the issuance of 11.5 million shares of common stock to the
holders of the Company's Automatic Common Exchange Securities in June of 1998
for proceeds of approximately $410 million, (iii) the repurchase of 15 million
shares of common stock of the Company ($585 million) as a result of a Dutch
auction tender offer which was completed in October 1997 and (iv) the purchase
of approximately 27 million additional shares of the Company's common stock on
the open market through June 30, 1998 at a cost of approximately $915 million
under the Company's stock buyback program. The original $1 billion stock buyback
program was increased by $500 million in late March 1998. The pro forma
statement of operations does not reflect the earnings associated with the
Company's equity investment in SITA for the period prior to the consummation of
the sale of the international operations. Included in equity in earnings of
unconsolidated affiliates is $4.5 million which represents the Company's shares
of SITA's earnings for the quarter ended June 30, 1998. In addition, this pro
forma statement does not give effect to the $750 million increase in the
existing stock buyback program announced in July 1998, that the Company expects
to complete by September 30, 1999.
The unaudited pro forma consolidated statement of operations for the nine months
ended June 30, 1998 was prepared assuming that the transactions described above
were consummated on October 1, 1997.
The pro forma financial results are not necessarily indicative of the actual
results of operations that would have occurred had these transaction occurred on
October 1, 1997, nor are they indicative of future results. The unaudited pro
forma consolidated statement of operations should be read in conjunction with
the Company's historical consolidated financial statements and related notes
thereto included in its Annual Report on Form 10-K for the fiscal year ended
September 30, 1997 and its Quarterly Report on Form 10-Q for the quarter ended
June 30, 1998.
The pro forma adjustments included in the following pro forma statement of
operations represent the total cash proceeds and estimates of costs associated
with the merger of the Company's international operations with SITA. These cost
estimates will be revised as additional information concerning the valuation of
these amounts becomes available.
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BROWNING-FERRIS INDUSTRIES, INC. AND SUBSIDIARIES
UNAUDITED PRO FORMA CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED JUNE 30, 1998
(IN THOUSANDS EXCEPT FOR PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
Nine Months Ended June 30, 1998
--------------------------------------------------
Pro Forma Company
Company Adjustments Pro Forma
----------- ----------- -----------
<S> <C> <C> <C>
Revenues $ 3,693,107 $ (632,966) (A) $ 3,060,141
Cost of operations 2,687,095 (493,644) (A) 2,193,451
----------- ----------- -----------
Gross profit 1,006,012 (139,322) 866,690
Selling, general and
administrative expense 529,508 (89,355) (A) 440,153
Special charges (credits), net (21,464) 17,919 (A) (3,545)
----------- ----------- -----------
Income from operations 497,968 (67,886) 430,082
Interest expense, net 94,960 (12,241) (A) 68,628
(25,875) (B)
29,451 (C)
(17,667) (D)
Equity in earnings of
unconsolidated
affiliates (44,377) 8,870 (A) (35,507)
----------- ----------- -----------
Income before income
taxes, minority interest and
extraordinary items and cum. 447,385 (50,424) 396,961
Income taxes 177,150 (25,806) (A) 156,981
10,350 (B)
(11,780) (C)
7,067 (D)
Minority interest in income
of consolidated subsidiaries 5,933 (4,373) (A) 1,560
----------- ----------- -----------
Income before extraordinary
items and cumulative effect $ 264,302 $ (25,882) $ 238,420
=========== =========== ===========
Earnings per share before
extraordinary items (E):
Basic $ 1.44 $ 1.36
=========== ===========
Diluted $ 1.43 $ 1.35
=========== ===========
Number of common shares
used in computing earnings
per share:
Basic 183,504 175,511
=========== ===========
Diluted 184,677 176,684
=========== ===========
</TABLE>
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NOTES TO UNAUDITED PRO FORMA CONSOLIDATED STATEMENTS OF OPERATIONS
(A) To remove the accounts of the Company's operations outside of North America
which were either merged into SITA or otherwise disposed as a result of the SITA
transaction.
(B) To reflect changes in interest expense and related income taxes associated
with the estimated net cash proceeds of $900 million after considering income
taxes and other costs related to the SITA transaction. It is assumed that the
proceeds were used to pay down debt balances.
(C) To reflect increased interest expense and related income taxes associated
with the repurchase of the Company's common stock in connection with the
Company's Dutch auction tender offer of $585 million and open market purchases
of $415 million under the Company's $1 billion stock buyback program.
Additionally, the Company increased the stock buyback program $500 million in
late March 1998 and the impact of this increase has also been reflected. These
stock purchases have been funded principally through debt issuances.
(D) To reflect changes in interest expense and related income taxes associated
with the $409.7 million cash proceeds received in connection with the issuance
of 11.5 million shares of common stock to the holders of the Company's Automatic
Common Exchange Securities.
(E) Excluding special credits, extraordinary items and cumulative effects of
changes in accounting principles, earnings per share amounts for the nine months
ended June 30, 1998 were:
<TABLE>
<CAPTION>
Company
Company Pro Forma
--------------- ---------------
<S> <C> <C>
Basic $ 1.37 $ 1.35(I)
=============== ===============
Diluted $ 1.36 $ 1.34(I)
=============== ===============
</TABLE>
(I) Pro forma amounts give no effect to earnings from
the Company's ownership interest in SITA on a pro
forma basis for the periods prior to consummation of
the sale of the international operations. Had any such
estimated earnings from the Company's equity
investment in SITA been considered in the Company pro
forma earnings per share amounts presented above,
management believes that such amounts would have
exceeded the related historical earnings per share
amounts. Included in equity in earnings of
unconsolidated affiliates is $4.5 million which
represents the Company's share of SITA's earnings for
the quarter ended June 30, 1998.
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SIGNATURES
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 hereto duly authorized.
BROWNING-FERRIS INDUSTRIES, INC.
(Registrant)
August 14, 1998. By: /s/Jeffrey E. Curtiss
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Jeffrey E. Curtiss
Senior Vice President and
Chief Financial Officer
