-----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, Pl9vFip5Ln7J7VUSQWvR9GKW1H7y20Z8CK88I6dff3HOSsIXOLUS9PQtvUhvpFXC fHGk9TGSZRlUyI1NLDxJGw== 0000950129-99-002669.txt : 19990615 0000950129-99-002669.hdr.sgml : 19990615 ACCESSION NUMBER: 0000950129-99-002669 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980930 FILED AS OF DATE: 19990614 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: 10-K/A SEC ACT: SEC FILE NUMBER: 001-06805 FILM NUMBER: 99645850 BUSINESS ADDRESS: STREET 1: 757 N ELDRIDGE CITY: HOUSTON STATE: TX ZIP: 77079 BUSINESS PHONE: 7138708100 10-K/A 1 BROWNING-FERRIS INDUSTRIES, INC. - DATED 09/30/98 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A2 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 1998 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _________ to _________. Commission File Number 1-6805. ----------------------------- BROWNING-FERRIS INDUSTRIES, INC. (Exact name of registrant as specified in its charter) DELAWARE 74-1673682 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) 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. 2 PART III. ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT. Information required with respect to executive officers of the Company is set forth under "Business - Executive Officers of the Company" in Part I of this report. The directors of the Company, their positions and offices, their respective term of office as a director and their respective ages are as follows:
EXPIRATION POSITIONS AND OFFICES SERVED AS A OF PRESENT NAME WITH THE COMPANY DIRECTOR SINCE AGE* TERM - -------------------------- ------------------------- -------------- ---- ---------- William D. Ruckelshaus.... Chairman of the Board and 1987 66 1999 Director(1) Bruce E. Ranck............ President, Chief 1990 50 1999 Executive Officer and Director(1) John W. Alden............. Director(3)(8) 1998 57 2001 Gregory D. Brenneman...... Director(2)(4)(6) 1997 37 2000 William T. Butler......... Director(1)(3) 1990 66 2001 Gerald Grinstein.......... Director(3)(5)(6) 1990 66 1999 Robert J. Herbold......... Director(4)(8) 1998 56 2001 Harry J. Phillips, Sr..... Director(1) 1970 68 2000 Joseph L. Roberts, Jr..... Director(2) 1991 63 2001 Marc J. Shapiro........... Director(4)(5)(7) 1994 51 2000 Robert M. Teeter.......... Director(2)(5)(6)(8) 1989 59 2000 Marina v.N. Whitman....... Director(3)(4) 1992 63 2001
- ---------- * As of January 11, 1999. (1) Member of the Executive Committee (2) Member of the Corporate Responsibility Committee (3) Member of the Compensation Committee (4) Member of the Audit Committee (5) Member of the Directors and Corporate Governance Committee (6) Member of the Strategic Industry Development Committee (7) Advisory Member of the Strategic Industry Development Committee (8) Member of the Marketing Committee 2 3 Background of Directors Mr. Ruckelshaus was elected a director in June 1987 and Chairman of the Board and Chief Executive Officer in September 1988. He stepped down as the Company's Chief Executive Officer in October 1995, but remains as Chairman of the Board. Mr. Ruckelshaus also serves as a director of Cummins Engine Company, Monsanto Company, Nordstrom, Inc., Weyerhaeuser Company, Solutia Inc., Coinstar, Inc. and Gargoyles Inc. Mr. Ranck was elected President and Chief Executive Officer in October 1995, having served as President and Chief Operating Officer of the Company since November 1991 and as Executive Vice President (Solid Waste Operations -- North America) from October 1989 until November 1991. Prior to that time, he served as a Regional Vice President in one of the Company's former regions. He also serves as a director of Furon Company. Mr. Alden serves as Vice Chairman of United Parcel Service (UPS), a position he has held since November 1996. He previously held the office of Senior Vice President of Business Development, a position he held from 1986. He has served as a director of UPS since 1988. He joined UPS in 1965 and spent the majority of his career in customer service and sales positions prior to being named National Customer Development Manager in 1978. He is a director of Unistar Air Cargo, the joint venture between UPS and Yamoto Transport of Japan to market cargo services for the U.S. - Japan trading lane. Mr. Brenneman is currently President and Chief Operating Officer of Continental Airlines, Inc., a position he has held since April 1995. He also serves as a director of Continental Airlines, Inc. and as Vice Chairman of Continental Micronesia and Continental Express. Mr. Brenneman also serves as a director of J. Crew Group, Inc. From 1993 until he joined Continental Airlines in 1995, he was a partner in Bain & Company, Inc., a consulting firm, where he specialized in corporate turnarounds. Dr. Butler serves as Chancellor of Baylor College of Medicine in Houston, Texas, where he previously served as President and Chief Executive Officer from 1979 until January 1996. He is also the past Chairman of the Association of American Medical Colleges. Dr. Butler also serves as a director of C.R. Bard, Inc. and Chairman of the Board of Lyondell Petrochemical Company. Mr. Grinstein currently serves as Chairman of the Board of Delta Air Lines. He also serves as a director of Sundstrand Corporation, Imperial Holly Corporation, PACCAR Inc. and Vans, Inc. Mr. Grinstein served as Chairman, Chief Executive Officer, President and a director of Burlington Northern Santa Fe Corporation and Burlington Northern Railroad Company from 1989 until his retirement in December 1995. Mr. Herbold has served as Executive Vice President and Chief Operating Officer of Microsoft Corporation since November 1994 and serves on its Executive Committee. He served as Senior Vice President, Advertising and Information Services, at The Procter & Gamble Company, a position held from 1990 until his joining Microsoft in 1994. Mr. Phillips served as Chairman of the Board and Chief Executive Officer of the Company from September 1980 until September 1988, when he was elected Chairman of the Executive Committee. Mr. Phillips is a director of RFS Hotel Investors, Inc., Buckeye Technologies, Inc., Buckman Laboratories, Morgan Keegan Inc. and the National Commerce Bancorporation, Memphis, Tennessee. Dr. Roberts has served as Senior Pastor of the Ebenezer Baptist Church in Atlanta, Georgia since 1975. Mr. Shapiro currently serves as Vice Chairman, Finance and Risk Management of The Chase Manhattan Bank. From 1989 until assuming his current role in September 1997, he was Chairman, President and Chief Executive Officer of Texas Commerce Bank National Association, a subsidiary of The Chase Manhattan Corporation. He also serves as a director of Weingarten Realty Investors and Burlington Northern Santa Fe Corporation. Mr. Teeter has served as President of Coldwater Corporation, a strategic planning and public affairs consulting firm since 1988. He is also a director of United Parcel Service, Bank of Ann Arbor, Durakon Industries, Inc. and Optical Imagine Systems. Dr. Whitman has served as Professor of Business Administration and Public Policy at the University of Michigan since 1992. Previously, she spent thirteen years at General Motors Corporation, six years as Vice President and Chief Economist and seven years as Vice President and Group Executive, Public Affairs Staffs. She currently serves as a director of The Procter & Gamble Company, The Chase Manhattan Corporation, Alcoa Corporation and UNOCAL Corporation. 3 4 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE. Based solely upon a review of Forms 3 and 4 furnished to the Company during its most recent fiscal year and Forms 5 furnished to the Company with respect to its most recent fiscal year, the Company believes that all transactions by reporting persons were reported on a timely basis. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BROWNING-FERRIS INDUSTRIES, INC. (Registrant) DATE: June 14, 1999 By: /s/ Bruce E. Ranck -------------------------------------------- Bruce E. Ranck President, Chief Executive Officer and Director 4 -----END PRIVACY-ENHANCED MESSAGE-----