-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BYfX8Ezb+TibkTMnhl5z3W8r/GZaoZXeGOLhWnyiEpTn7JFackMgoReoesL94hBt bBSwgDvuTvTR1quyykSfJQ== 0000950129-97-004221.txt : 19971016 0000950129-97-004221.hdr.sgml : 19971016 ACCESSION NUMBER: 0000950129-97-004221 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971009 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19971015 SROS: CSX SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BROWNING FERRIS INDUSTRIES INC CENTRAL INDEX KEY: 0000014827 STANDARD INDUSTRIAL CLASSIFICATION: REFUSE SYSTEMS [4953] IRS NUMBER: 741673682 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-06805 FILM NUMBER: 97696057 BUSINESS ADDRESS: STREET 1: 757 N ELDRIDGE CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 7138708100 8-K 1 BROWNING-FERRIS INDUSTRIES, INC. DATED 10/9/97 1 - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- 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 ----------------- 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) - -------------------------------------------------------------------------------- 2 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 The offer was oversubscribed, with approximately 33.8 million shares properly tendered and not withdrawn at or below the purchase price.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. -2- 3 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 hereunto duly authorized. BROWNING-FERRIS INDUSTRIES, INC. By: /s/ Jeffrey E. Curtiss ----------------------------------- Dated: October 13, 1997 Jeffrey E. Curtiss Senior Vice President and Chief Financial Officer -3- 4 BROWNING-FERRIS INDUSTRIES, INC. EXHIBIT INDEX Number and Description ------------------------------------ 99.1 News release dated October 9, 1997 issued by Browning-Ferris Industries, Inc. -4- EX-99.1 2 NEWS RELEASE DATED 10/9/97 1 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. -----END PRIVACY-ENHANCED MESSAGE-----