FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1994
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 1-3122
Ogden Corporation
(Exact name of registrant as specified in its charter)
Delaware 13-5549268
(State or other jurisdiction of I.R.S. Employer Identification
incorporation or organization) Number)
Two Pennsylvania Plaza, New York, New York 10121
(Address or principal executive offices)
(Zip Code)
(212)-868-6100
(Registrant's telephone number including
area code)
Not Applicable
(Former name, former address and former
fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of each of the issuer's classes of common
stock, as of March 31, 1994; 43,565,932 shares of Common Stock, $.50 par
value per share.<PAGE>
PART I. FINANCIAL INFORMATION
<TABLE>
ITEM 1. FINANCIAL STATEMENTS
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31,
1994 1993
(In Thousands of dollars,
except per share data)
<S> <C> <C>
OPERATIONS OTHER THAN WASTE TO ENERGY:
Net sales $ 95,730 $ 87,393
Service revenues 223,594 229,592
Total net sales and service revenues 319,324 316,985
Costs of goods sold 83,668 76,566
Operating expenses 194,301 200,302
Selling, administrative and general
expenses 26,660 26,180
Total costs and expenses 304,629 303,048
Operating income 14,695 13,937
WASTE-TO-ENERGY OPERATIONS:
Service revenues 109,059 103,503
Construction revenues 50,936 38,003
Total revenues 159,995 141,506
Operating costs 67,131 64,328
Construction costs 46,417 35,384
Selling, administrative and general
expenses 4,392 4,154
Debt service charges 25,203 24,091
Other (income) deductions-net (203) (381)
Total costs and expenses 142,940 127,576
Operating income 17,055 13,930
Consolidated operating income 31,750 27,867
Interest expense-net (2,520) (2,886)
Other income (deductions)-net (203) 513
Income before income taxes and
minority interest 29,027 25,494
Less: income taxes 11,901 10,453
minority interest 1,798 1,219
Income before cumulative effect of
changes in accounting principles 15,328 13,822
Cumulative effect of changes in accounting
principles (net of income taxes of $1,100
and $3,710 for 1994 and 1993, respectively) (1,520) (5,340)
Net income $ 13,808 $ 8,482
<PAGE>
EARNINGS (LOSS) PER COMMON SHARE:
Income before cumulative effect of
changes in accounting principles $ .35 $ .32
Cumulative effect of changes in
accounting principles ( .03) ( .12)
Total $ .32 $ .20
EARNINGS (LOSS) PER COMMON SHARE-ASSUMING
FULL DILUTION:
Income before cumulative effect of
changes in accounting principles $ .34 $ .31
Cumulative effect of changes in
accounting principles ( .03) ( .12)
Total $ .31 $ .19
</TABLE>
<PAGE>
<TABLE>
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
<CAPTION>
MARCH 31, DECEMBER 31,
1994 1993
(In Thousands of Dollars)
<S> <C> <C>
ASSETS
OPERATIONS OTHER THAN WASTE TO ENERGY:
Current Assets:
Cash and cash equivalents $ 139,006 $ 105,539
Marketable securities 91,493 94,247
Receivables (less allowances: 1994,
$19,041 and 1993, $18,226) 372,617 375,532
Other 35,891 29,835
Total current assets 639,007 605,153
Property, plant and equipment-net 130,103 130,439
Other assets 275,608 281,255
Total 1,044,718 1,016,847
WASTE-TO-ENERGY OPERATIONS:
Cash 7,134 3,558
Receivables (less allowances: 1994,
$9,567 and 1993, $7,321) 242,012 224,561
Restricted funds held in trust 331,173 359,416
Property, plant and equipment-net 1,574,087 1,563,362
Other assets 140,493 144,766
Total 2,294,899 2,295,663
CONSOLIDATED ASSETS $ 3,339,617 $3,312,510
LIABILITIES AND SHAREHOLDERS' EQUITY
OPERATIONS OTHER THAN WASTE TO ENERGY:
Current liabilities:
Current portion of long-term debt $ 3,014 $ 3,070
Accounts payable 75,243 74,317
Accrued expenses, etc. 109,193 105,132
Total current liabilities 187,450 182,519
Long-term debt 248,733 247,640
Deferred income taxes 41,290 43,926
Other liabilities 97,226 95,963
Minority interest in subsidiaries 63,751 61,981
Convertible subordinated debentures 151,750 151,750
Total 790,200 783,779
WASTE-TO-ENERGY OPERATIONS:
Accounts payable 17,720 24,647
Accrued expenses, etc. 162,268 156,806
Project Debt:
Revenue bond issued by and prime
responsibility of municipalities 1,205,080 1,210,935
Revenue bonds issued by municipal agencies
with sufficient service revenues
guaranteed by third parties 338,231 340,431
Other borrowings 28,423 28,423
Deferred income taxes 164,360 155,130
Deferred income 53,869 52,028
Other liabilities 90,698 74,064
Total 2,060,649 2,042,464
<PAGE>
CONSOLIDATED LIABILITIES 2,850,849 2,826,243
SHAREHOLDERS' EQUITY 488,768 486,267
CONSOLIDATED LIABILITIES AND
SHAREHOLDERS' EQUITY $ 3,339,617 $3,312,510
</TABLE>
<PAGE>
<TABLE>
OGDEN CORPORATION AND SUBSIDIARIES
STATEMENTS OF SHAREHOLDERS' EQUITY
<CAPTION>
MARCH 31, DECEMBER 31,
1994 1993
(In Thousands of Dollars)
<S> <C> <C>
Serial Cumulative Convertible Preferred
Stock, par value $1.00 per share;
authorized, 4,000,000 shares:
shares outstanding: 56,000 in 1994,
57,000 in 1993 $ 56 $ 57
Common Stock, par value $.50 per share;
authorized, 80,000,000 shares:
shares outstanding: 43,566,000 in
1994, 43,499,000 in 1993 21,783 21,750
Capital Surplus 101,152 100,223
Earned Surplus 370,386 370,231
Cumulative Translation Adjustment-Net (3,147) (4,639)
Pension Liability Adjustment (928) (928)
Net Unrealized Loss on Noncurrent Marketable
Equity Securities (534) (427)
Total $ 488,768 $ 486,267
</TABLE>
<PAGE>
<TABLE>
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31,
1994 1993
(In Thousands of Dollars)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash generated from operations $ 46,797 $ 44,216
Management of Operating Assets and Liabilities:
Decrease (Increase) in Assets:
Receivables (18,512) (21,647)
Other assets (11,513) ( 9,936)
Increase (Decrease) in Liabilities:
Accounts payable (6,293) 2,195
Accrued expenses 10,798 16,555
Other liabilities 21,773 6,846
Net cash provided by operating activities 43,050 38,229
CASH FLOWS FROM INVESTING ACTIVITIES
Entities purchased, net of cash acquired (51,208)
Decrease in marketable securities 2,754 58
Proceeds from sale of business 12,516
Proceeds from sale of property, plant and equipment 458 583
Investments in waste-to-energy facilities (19,074) (16,242)
Other capital expenditures (11,226) (10,509)
Decrease in non-current receivables 435 452
Other 79 1,364
Net cash used in investing activities (14,058) (75,502)
CASH FLOWS FROM FINANCING ACTIVITIES:
Other new debt 1,460 9,045
Decrease in funds held in trust for
waste-to-energy facilities 28,243 4,099
Payment of debt (8,478) (9,327)
Dividends paid (13,640) (13,526)
Other 466 882
Net cash provided by (used in) financing
activities 8,051 (8,827)
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 37,043 (46,100)
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 109,097 116,457
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 146,140 $ 70,357
</TABLE>
<PAGE>
OGDEN CORPORATION AND SUBSIDIARIES
MARCH 31, 1994
ITEM 1 - BASIS OF PRESENTATION:
The accompanying unaudited consolidated condensed financial statements have
been prepared in accordance with the instructions to Form 10-Q and,
therefore, do not include all information and footnotes necessary for a fair
presentation of financial position, results of operations, and cash flows in
conformity with generally accepted accounting principles. However, in the
opinion of Management, all adjustments consisting of normal recurring
accruals necessary for a fair presentation of the operating results have been
included in the statements.
The Corporation adopted SFAS 112, "Employers' Accounting for Postretirement
Benefits", as of January 1, 1994. See "Management's Discussion and Analysis
of Financial Condition and Results of Operations" for a description of the
plan and its effect on the accompanying financial statements.
The accompanying financial statements have been reclassified as to certain
amounts to conform with the 1994 presentation.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS:
Operations:
<TABLE>
<CAPTION>
Three Months Ended March 31,
Information Concerning Business Segments 1994 1993
(In Thousands of Dollars)
<S> <C> <C>
Revenues:
Operating Services $ 319,324 $ 316,985
Waste-to-Energy Operations 159,995 141,506
Total Revenues $ 479,319 $ 458,491
Income From Operations:
Operating Services $ 17,143 $ 16,588
Waste-to-Energy Operations 17,055 13,930
Total Income from Operations 34,198 30,518
Corporate unallocated income and expenses-net (2,651) (2,138)
Corporate interest-net (2,520) (2,886)
Income Before Income Taxes and
Minority Interest 29,027 25,494
Less: Income Taxes 11,901 10,453
Minority Interest 1,798 1,219
Income Before Cumulative Effect of Changes
in Accounting Principles 15,328 13,822
Cumulative Effect of Changes in Accounting
Principles (Net of Income Taxes of $1,100
and $3,710 for 1994 and 1993, respectively) (1,520) (5,340)
Net Income $ 13,808 $ 8,482
</TABLE>
<PAGE>
Sales and service revenues for the first three months of 1994 were
$20,800,000 higher than the comparable period of 1993. Operating Services
revenues were $2,300,000 higher, primarily reflecting increased revenues of
$9,500,000 in Entertainment Services due to several new contracts, including
the start-up of the Arrowhead Pond of Anaheim, as well as increased customer
activity; and $2,000,000 at Ogden Environmental and Energy Services primarily
due to increased activity in power generation; these increases were partially
offset by lower sales of $5,900,000 in Facility Services (formerly Building
Services and Industrial Services) primarily due to the sale of California
Building Services contracts in the second quarter of 1993, and the loss of
certain utility maintenance facility contracts, and $3,100,000 in Government
Services due to the loss of several building maintenance contracts. Waste-
to-Energy operations (Ogden Projects, Inc.) revenues increased $18,500,000.
Service revenues were $5,600,000 higher due primarily to increased revenues
from the Detroit, Michigan and Honolulu, Hawaii, facilities acquired in
January 1993, start up revenues at the Union County, New Jersey, facility and
the operation of the transfer station at Montgomery County, Maryland.
Construction revenues increased $12,900,000 primarily due to construction
activity at the Montgomery County, Maryland facility which was partially
offset by reduced construction activity at the Union County, New Jersey,
facility.
Income from operations for the first three months of 1994 was $3,700,000
higher than the comparable period of 1993. Operating Services income
increased $600,000, chiefly associated with increased earnings of $1,600,000
in Entertainment Services, primarily reflecting several new contracts,
including the start up of the Arrowhead Pond of Anaheim, as well as increased
customer activity; and $900,000 in Facility Management primarily reflecting
higher margins and increased activity at Atlantic Design. These increases
were partially offset by a decrease of $600,000 in Aviation Services
primarily reflecting reduced customer activity in inflight catering, $500,000
in Asbestos Abatement primarily due to the settlement of a contract dispute
and $400,000 in Government Services reflecting the loss of several contracts.
Waste-to-Energy income was $3,000,000 higher than the comparable period of
1993. Income from services (service revenues less operating costs and debt
service charges) increased $1,600,000 primarily reflecting the start up of
the Union County, New Jersey, facility. Debt service charges for 1994
include interest costs of $600,000 relating to two interest rate swap
agreements used to hedge adjustable rate project debt. Construction profit
(construction revenues less construction costs) was $1,900,000 higher due to
increased activity at the Montgomery County, Maryland, facility. These
increases were partially offset by additional general and administrative
expenses of $300,000 and decrease in other income of $200,000.
Corporate unallocated expenses - net for the first three months of 1994 was
$500,000 higher than the comparable period of 1993, primarily due to
increased administrative costs.
Corporate interest-net for the first three months of 1994 was $400,000 lower
than the comparable period of 1993. Interest expense increased by $100,000,
from $6,100,000 in 1993 to $6,200,000 in 1994, primarily reflecting increased
costs on the Corporation's variable rate debt. Interest income for the first
three months of 1994 increased $500,000 from $3,200,000 in 1993 to $3,700,000
in 1994. This increase was due primarily to increased earnings on
investments and on an interest rate swap agreement. Net interest income on
interest rate swap agreements amounted to $950,000 and $830,000 for the three
months ended March 31, 1994 and 1993, respectively. One interest rate swap
agreement covering a notional amount of $100,000,000 expired on March 23,
1994.
<PAGE>
The effective income tax rate for the first three months of 1994 and 1993 was
41% for both periods.
The Corporation adopted Statement of Financial Accounting No. 112 "Employers
Accounting for Postretirement Benefits" (SFAS 112) as of January 1, 1994.
This Statement establishes accounting standards for employers who provide
benefits to former or inactive employees after employment but before
retirement. These benefits include, but are not limited to, salary
continuation, supplemental unemployment benefits, severance benefits,
disability benefits, job training, health care benefits, and life insurance
coverage. The effect of implementing SFAS 112 as of January 1, 1994 is shown
in the accompanying financial statements as a cumulative effect of a change
in accounting principle and is reflected as a charge to income of $1,520,000
or $.03 per share.
Capital Investments, Commitments and Liquidity:
During the first three months of 1994, capital investments amounted to
$30,300,000 of which $19,100,000, inclusive of restricted funds transferred
from funds held in trust, was for Waste-to-Energy Operations and $11,200,000
was for normal replacement and growth in Operating Services, Waste-to-Energy
Operations and for corporate office equipment.
At March 31, 1994, capital commitments amounted to $43,300,000, which
includes commitments for equity investments (over and above restricted funds
provided by revenue bonds issued by municipalities) of $10,600,000 for waste-
to-energy facilities and $32,700,000 for normal replacement, modernization,
and growth in Operating Services and Waste-to-Energy Operations.
Ogden continues as a guarantor of surety bonds and letters of credit totaling
approximately $19,200,000 on behalf of International Terminal Operating Co.,
Inc. (ITO). Ogden also continues as guarantor of tax-exempt 8-1/4%
Industrial Revenues Bonds (IRBs), secured by a letter of credit which expires
June 16, 1994, amounting to approximately $36,000,000 on behalf of Avondale
Industries, Inc. These IRBs are redeemable at the option of the bondholders
or Avondale on June 1, 1994, and annually thereafter through June 1, 2001.
The IRBs are subject to a mandatory call for redemption on June 1, 1994, if
the existing letter of credit is not replaced or the IRBs otherwise
refinanced. Avondale has informed Ogden that the bonds have been called for
redemption on June 1, 1994. Avondale has advised Ogden that they are engaged
in discussions which are expected to result in a refunding of these bonds,
which if effectuated, would release Ogden from its obligations as guarantor.
If this refunding is not effectuated, Ogden may be required to purchase
Avondale preferred stock. In addition Ogden may be required to purchase
Avondale preferred stock in connection with certain litigation, tax and other
matters. Should Avondale successfully refund the aforementioned bonds,
Avondale and Ogden expect to reduce the amount of preferred stock Ogden might
otherwise be required to purchase.
With construction of waste-to-energy facilities financed to a large degree by
revenue bonds issued by municipalities, potential repurchase of Ogden common
shares, and capital commitments and payments, if any, required by guarantees,
are expected to be satisfied from cash flow from operations; available
funds, including short-term investments; and the Corporation's unused credit
facilities to the extent needed. At March 31, 1994, the Corporation had
$237,600,000 in cash, cash equivalents, and marketable securities and unused
revolving credit lines of $168,100,000.
<PAGE>
PART II - OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
(2) Agreement and Plan of merger, dated as of October 31,
1989, among Ogden, ERCI Acquisition Corporation and ERC
International Inc.*
(4) (a) Ogden's Restated Certificate of Incorporation, as
amended.*
(b) Underwriting Agreement dated as of March 4, 1992
by and among Ogden Corporation, Goldman Sachs &
Co., J. P. Morgan Securities, Inc. and Salomon
Brothers Inc.*
(c) Indenture dated as of March 1, 1992 between Ogden
Corporation and The Bank of New York, Trustee,
relating to Ogden's $100 million debt offering.*
(d) Fiscal Agency Agreement and Offering Memorandum
describing Ogden's $85 million 6% Convertible
Subordinated Debentures, Due 2002 and $75 million
5.75% Convertible Subordinated Debentures, Due
2002.*
(e) Credit Agreement by and among Ogden, The Bank of
New York, as Agent, and National Westminster Bank
PLC, Swiss Bank Corporation and Union Bank of
Switzerland, dated as of January 31, 1990.*
(f) Amendment No. 1, dated December 28, 1990, to the
Credit Agreement, dated January 31, 1990, by and
among Ogden, the signatory Banks thereto and The
Bank of New York, as Agent.*
10.0 Material Contracts
10.1 Stock Purchase Agreement, dated May 31, 1988,
between Ogden and Ogden Projects, Inc.*
10.2 Tax Sharing Agreement, dated January 1, 1989,
between Ogden, Ogden Projects, Inc. and
subsidiaries, Ogden Allied Services, Inc. and
subsidiaries and Ogden Financial Services, Inc.
and subsidiaries.*
10.3 Stock Purchase Option Agreement, dated June 14,
1989, between Ogden and Ogden Projects, Inc. as
amended on November 16, 1989.*
10.4 Preferred Stock Purchase Agreement, dated July 7,
1989, between Ogden Financial Services, Inc. and
Image Data Corporation.*
<PAGE>
(i) Preferred Stock Exchange Agreement between
Image Data Corporation and Ogden Financial
Services, Inc. dated as of January 1,
1991.*
10.5 Rights Agreement between Ogden Corporation and
Manufacturers Hanover Trust Company, dated as of
September 20, 1990.*
10.6 Executive Compensation Plans and Agreements
(a) Ogden Corporation 1986 Stock Option Plan*
(b) Ogden Corporation 1990 Stock Option Plan*
(c) Ogden Services Corporation Executive
Pension Plan*
(d) Ogden Services Corporation Select Savings
Plan*
(e) Ogden Services Corporation Select Savings
Plan Trust*
(f) Ogden Services Corporation Executive
Pension Plan.*
(g) Changes effected to the Ogden Profit
Sharing Plan effective January 1, 1990.*
(h) Employment Letter Agreement between Ogden
and an Executive Officer dated January 30,
1990.*
(i) Employment Agreement between Ogden and R.
Richard Ablon dated as of May 24, 1990.*
(1) Letter Amendment Employment Agreement
between Ogden and R. Richard Ablon
dated as of October 11, 1990.*
(j) Employment Agreement between Ogden and
C.G. Caras dated as of July 2, 1990.*
(i) Letter Amendment to Employment
Agreement between Ogden Corporation
and C.G. Caras, dated as of October
11, 1990.*
(k) Employment Agreement between Ogden and
Philip G. Husby as of July 2, 1990.*
(l) Termination Letter Agreement between Maria
P. Monet and Ogden dated as of October 22,
1990.*
(m) Letter Agreement between Ogden and Ogden's
Chairman of the Board dated January 16,
1992.*
(n) Employment Agreement between Ogden and
Ogden's Chief Accounting Officer dated as
of December 18, 1991.*
(o) Employment Agreement between Scott G.
Mackin and Ogden Projects, Inc. dated as
of June 1, 1990.*
(p) Ogden Corporation Profit Sharing Plan.*
(q) Ogden Corporation Core Executive Benefit
Program.*
(r) Ogden Projects Pension Plan.*
(s) Ogden Projects Profit Sharing Plan.*
(t) Ogden Projects Supplemental Pension and
Profit Sharing Plan.*
(u) Ogden Projects Employee's Stock Option
Plan.*
(v) Ogden Projects Core Executive Benefit
Program.*
10.7 Agreement and Plan of Merger among Ogden
Corporation, ERC International, Inc., ERC
Acquisition Corporation and ERC Environmental and
Energy Services Co., Inc., dated as of January 17,
1991.*
10.8 First Amended and Restated Ogden Corporation
Guaranty Agreement made as of January 30, 1992 by
Ogden Corporation for the benefit of Mission
Funding Zeta and Pitney Bowes Credit Corporation.*
10.9 Ogden Corporation Guaranty Agreement as of January
30, 1992 by Ogden Corporation for the benefit of
Allstate Insurance Company and Ogden Martin
Systems of Huntington Resource Recovery Nine
Corporation.*
(11) Detail of Computation of Earnings applicable to Common
Stock.
* Incorporated by reference as set forth in the Exhibit Index of this Form
10-Q
(b) Reports on Form 8-K -- There were no reports on
Form 8-K filed for the three months ended
March 31, 1994.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly
authorized.
OGDEN CORPORATION
(Registrant)
Date: May 11, 1994 By: /S/ Philip G. Husby
Philip G. Husby
Senior Vice President and
Chief Financial Officer
Date: May 11, 1994 By: /S/ Robert M. DiGia
Robert M. DiGia
Vice President, Controller and
Chief Accounting Officer
EXHIBIT 11
<TABLE>
OGDEN CORPORATION AND SUBSIDIARIES
DETAIL OF COMPUTATION OF EARNINGS APPLICABLE TO COMMON STOCK
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31,
1994 1993
(In Thousands)
<S> <C> <C>
NUMBER OF SHARES USED FOR COMPUTATION OF
EARNINGS PER SHARE:
Average number of common shares 43,528 43,226
NUMBER OF SHARES USED FOR COMPUTATION OF
EARNINGS PER SHARE ASSUMING FULL DILUTION:
Average number of common shares 43,528 43,226
Shares issuable for conversion of preferred stock 337 368
Shares issuable for conversion of debentures 107
Number of shares used for computation 43,865 43,701
COMPUTATION OF EARNINGS APPLICABLE TO COMMON SHARES:
Income before cumulative effect of changes in
accounting principles $ 15,328 $ 13,822
Add (less): adjustments arising from minority
interests in consolidated subsidiaries 1
dividends on Ogden preferred stock (47) (51)
Consolidated income applicable to Ogden common stock $ 15,281 $ 13,772
Cumulative effect of changes in accounting principles (1,520) $ (5,340)
COMPUTATION OF EARNINGS APPLICABLE TO COMMON SHARES-
ASSUMING FULL DILUTION:
Income before cumulative effect of changes in
accounting principles $ 15,328 $ 13,822
Add (less): adjustments arising from minority
interests in consolidated subsidiaries 1
debenture interest-net of applicable
income taxes 12
Consolidated income applicable to Ogden common stock $ 15,328 $ 13,835
Cumulative effect of changes in accounting principles $ (1,520) $ (5,340)
Note:
Earnings per common share was computed by dividing income, increased
(decreased) for adjustments arising from minority interest in consolidated
subsidiaries, reduced by preferred stock dividends requirements, by the
weighted average of the number of shares of common stock and common stock
equivalents, where dilutive, outstanding during each period.
Earnings per common share, assuming full dilution, was computed on the
assumption that all convertible debentures, convertible preferred stock,
and stock options converted or exercised during each period, or
outstanding at the end of each period were converted at the beginning of
each period or the date of issuance or grant, if dilutive. This
computation provides for the elimination of related convertible debenture
interest and preferred dividends.
</TABLE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION OF DOCUMENT SEQUENTIAL PAGE NO.
2 Agreement and Plan of Merger, Incorporated herein by
dated as of October 31, 1989, reference to Exhibit 2 to
among Ogden, ERCI Acquisition Ogden's Form S-4 Registration
Corporation and ERC International Statement File No. 33-32155.
Inc.
4 (a) Ogden's Restated Certificate Filed as Exhibit (4)(a)
of Incorporation as amended. to Ogden's Form 10-Q for the
quarter ended September 30,
1990 and incorporated herein
by reference.
(b) Underwriting Agreement, dated Filed as Exhibit 1(b) to
as of March 4, 1992 by and among Ogden's Form 10-K for the
Ogden Corporation, Goldman Sachs fiscal year ended December 31,
& Co., J.P. Morgan Securities, 1991 and incorporated herein
Inc. and Salomon Brothers Inc. by reference.
(c) Indenture dated as of March 1, Filed as Exhibit (4)(c) to
1992 between Ogden Corporation Ogden's Form 10-K for fiscal
and The Bank of New York, year ended December 31, 1991,
Trustee, relating to Ogden's and incorporated herein by
$100 million debt offering. reference.
(d) Fiscal Agency Agreement and Filed as Exhibits (4)(a) and
Offering Memorandum describing (b) to Ogden's Form 10-K for
Ogden's $85 million 6% the fiscal year ended
Convertible Subordinated December 31, 1989 and
Debentures, Due 2002 and incorporated herein by
$75 million 5.75% Convertible reference.
Subordinated Debentures, Due
2002.
(e) Credit Agreement by and among Filed as Exhibit (10)(b) to
Ogden, The Bank of New York, as Ogden's Form 10-K for the
Agent and National Westminster fiscal year ended December 31,
Bank PLC, Swiss Bank Corporation 1989 and incorporated herein
and Union Bank of Switzerland by reference.
dated as of January 31, 1990.
(f) Amendment No. 1, dated December Filed as Exhibit (10)(i) to
28, 1990 to the Credit Agreement, Ogden's Form 10-K for the
dated January 31, 1990, by and fiscal year ended December 31,
among Ogden, the signatory Banks 1990 and incorporated herein
thereto and The Bank of New York, by reference.
as Agent.
10 Material Contracts
10.1 Stock Purchase Agreement dated Filed as Exhibit (10)(d) to
May 31, 1988, between Ogden and Ogden's Form 10-K for the
Ogden Projects, Inc. fiscal year ended December 31,
1989 and incorporated herein
by reference.
<PAGE>
<PAGE>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT SEQUENTIAL PAGE NO.
10.2 Tax Sharing Agreement, dated Filed as Exhibit (10)(e) to
January 1, 1989 between Ogden, Ogden's Form 10-K for the
Ogden Projects, Inc. and fiscal year ended December 31,
subsidiaries, Ogden Allied 1989 and incorporated herein
Services, Inc. and subsidiaries by reference.
and Ogden Financial Services,
Inc. and subsidiaries.
10.3 Stock Purchase Option Agreement, Filed as Exhibit (10)(f) to
dated June 14, 1989, between Ogden's Form 10-K for the
Ogden and Ogden Projects, Inc. fiscal year ended December 31,
as amended on November 16, 1989. 1989 and incorporated herein
by reference.
10.4 Preferred Stock Purchase Filed as Exhibit (10)(g) to
Agreement, dated July 7, 1989, Ogden's Form 10-K for the
between Ogden Financial Services, fiscal year ended December 31,
Inc. and Image Data Corporation. 1989 and incorporated herein
by reference.
(i) Preferred Stock Exchange Filed as Exhibit (10)(f)(i) to
Agreement between Image Ogden's Form 10-K for the
Data Corporation and Ogden fiscal year ended December 31,
Financial Services, Inc., 1990 and incorporated herein
dated as of January 1, 1991. by reference.
10.5 Rights Agreement between Ogden Filed as Exhibit (10)(h) to
Corporation and Manufacturers Ogden's Form 10-K for the
Hanover Trust Company, dated as fiscal year ended December 31,
of September 20, 1990. 1990 and incorporated herein
by reference.
10.6 Executive Compensation
Plans and Agreements.
(a) Ogden Corporation 1986 Filed as Exhibit (10)(k) to
Stock Option Plan. Ogden's Form 10-K for the
fiscal year ended December 31,
1985 and incorporated herein
by reference.
(b) Ogden Corporation 1990 Filed as Exhibit (10)(j) to
Stock Option Plan. Ogden's Form 10-K for the
fiscal year ended December 31,
1990 and incorporated herein
by reference.
(c) Ogden Services Corporation Filed as Exhibit (10)(k) to
Executive Pension Plan. Ogden's Form 10-K for the
fiscal year ended December 31,
1990 and incorporated herein
by reference.
<PAGE>
<PAGE>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT SEQUENTIAL PAGE NO.
(d) Ogden Services Corporation Filed as Exhibit (10)(l) to
Select Savings Plan. Ogden's Form 10-K for the
fiscal year ended December 31,
1990 and incorporated herein
by reference.
(e) Ogden Services Corporation Filed as Exhibit (10)(m) to
Select Savings Plan Trust. Ogden's Form 10-K for the
fiscal year ended December 31,
1990 and incorporated herein
by reference.
(f) Ogden Services Corporation Filed as Exhibit (10)(n) to
Executive Pension Plan Trust. Ogden's Form 10-K for the
fiscal year ended December 31,
1990 and incorporated herein
by reference.
(g) Changes effected to the Ogden Filed as Exhibit (10)(o) to
Profit Sharing Plan effective Ogden's Form 10-K for the
January 1, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(h) Employment Letter Agreement Filed as Exhibit (10)(p) to
between Ogden and an executive Ogden's Form 10-K for the
officer dated January 30, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(i) Employment Agreement between Filed as Exhibit (10)(r) to
R. Richard Ablon and Ogden Ogden's Form 10-K for the
dated as of May 24, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(i) Letter Amendment to Filed as Exhibit (10)(r)(i)
Employment Agreement to Ogden's Form 10-K for the
between Ogden Corporation fiscal year ended December 31,
and R. Richard Ablon, dated 1990 and incorporated herein
as of October 11, 1990. by reference.
(j) Employment Agreement between Filed as Exhibit (10)(s) to
Ogden and C. G. Caras dated Ogden's Form 10-K for the
as of July 2, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(i) Letter Amendment to Filed as Exhibit (10)(s)(i)
Employment Agreement to Ogden's Form 10-K for the
between Ogden Corporation fiscal year ended December 31,
and C. G. Caras, dated as 1990 and incorporated herein
of October 11, 1990. by reference.
<PAGE>
<PAGE>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT SEQUENTIAL PAGE NO.
(k) Employment Agreement between Filed as Exhibit (10)(t) to
Ogden and Philip G. Husby, Ogden's Form 10-K for the
dated as of July 2, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(l) Termination Letter Agreement Filed as Exhibit (10)(v) to
between Maria P. Monet and Ogden Ogden's Form 10-K for the
dated as of October 22, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(m) Letter Agreement between Ogden Filed as Exhibit 10.2 (p) to
Corporation and Ogden's Chairman Ogden's Form 10-K for fiscal
of the Board, dated as of year ended December 31, 1991
January 16, 1992. and incorporated herein by
reference.
(n) Employment Agreement between Filed as Exhibit 10.2 (q) to
Ogden Corporation and Ogden's Ogden's Form 10-K for fiscal
Chief Accounting Officer dated year ended December 31, 1991
as of December 18, 1991. and incorporated herein by
reference.
(o) Employment Agreement between Filed as Exhibit 10.8(o) to
Scott G. Mackin and Ogden Ogden's Form 10-K for fiscal
Projects, Inc. dated as of year ended December 31, 1992
June 1, 1990. and incorporated herein by
reference.
(p) Ogden Corporation Profit Sharing Filed as Exhibit 10.8(p) to
Plan. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(q) Ogden Corporation Core Executive Filed as Exhibit 10.8(q) to
Benefit Program. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(r) Ogden Projects Pension Plan. Filed as Exhibit 10.8(r) to
Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(s) Ogden Projects Profit Sharing Filed as Exhibit 10.8(s) to
Plan. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
<PAGE>
<PAGE>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT SEQUENTIAL PAGE NO.
(t) Ogden Projects Supplemental Filed as Exhibit 10.8(t) to
Pension and Profit Sharing Plans. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(u) Ogden Projects Employee's Stock Filed as Exhibit 10.8(u) to
Option Plan. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(v) Ogden Projects Core Executive Filed as Exhibit 10.8(u) to
Benefit Program. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
10.7 Agreement and Plan of Merger Filed as Exhibit (10)(x) to
among Ogden Corporation, ERC Ogden's Form 10-K for the
International Inc., ERC fiscal year ended December 31,
Acquisition Corporation and 1990 and incorporated herein
ERC Environmental and Energy by reference.
Services Co., Inc. dated as of
January 17, 1991.
10.8 First Amended and Re-stated Filed as Exhibit 10.3 (b) (i)
Ogden Corporation Guaranty to Ogden's Form 10-K for
Agreement made as of January 30, fiscal year ended December 31,
1992 by Ogden Corporation for 1991 and incorporated herein
the benefit of Mission Funding by reference.
Zeta and Pitney Bowes Credit
Corporation.
10.9 Ogden Corporation Guaranty Filed Exhibit 10.3 (b) (iii)
Agreement made as of January to Ogden's Form 10-K for
30, 1992 by Ogden Corporation fiscal year ended December 31,
for the benefit of Allstate 1991 and incorporated herein
Insurance Company and Ogden by reference.
Martin Systems of Huntington
Resource Recovery Nine Corp.
11 Ogden Corporation and Transmitted herewith as
Subsidiaries Detail of Exhibit 11.
Computation of Earnings
Applicable to Common Stock.
