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 September 30, 1995
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 office) (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 September 30, 1995; 48,917,223 shares of Common Stock, $.50
par value per share.<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
<CAPTION>
FOR THE NINE MONTHS FOR THE THREE MONTHS
ENDED ENDED
SEPTEMBER 30, SEPTEMBER 30,
1995 1994 1995 1994
(In Thousands of Dollars, Except per Share Data)
<S> <C> <C> <C> <C>
Service revenues $1,161,955 $1,039,488 $399,500 $360,329
Net sales 408,637 348,277 169,686 132,576
Construction revenues 62,958 165,971 21,603 53,794
Total revenues 1,633,550 1,553,736 590,789 546,699
Operating costs and expenses 937,443 812,584 314,081 283,783
Costs of goods sold 374,967 304,322 158,114 115,476
Construction costs 40,635 152,638 9,384 48,862
Selling, administrative and
general expenses 104,990 102,134 34,374 36,115
Debt service charges 83,978 75,315 28,447 25,079
Total costs and expenses 1,542,013 1,446,993 544,400 509,315
Consolidated operating income 91,537 106,743 46,389 37,384
Interest income 11,134 8,506 3,792 3,715
Interest expense (21,734) (16,915) (7,190) (6,081)
Other income (deductions)-net 70 610 (46) 763
Income before income taxes
and minority interests 81,007 98,944 42,945 35,781
Less: income taxes 35,643 40,567 18,896 14,670
minority interests (1,240) 6,667 19 2,369
Income before cumulative effect
of change in accounting principle 46,604 51,710 24,030 18,742
Cumulative effect of change in
accounting principle (net of
income taxes of $1,100) (1,520)
Net income $ 46,604 $ 50,190 $ 24,030 $ 18,742
EARNINGS (LOSS) PER COMMON SHARE:
Income before cumulative effect
of change in accounting principle $ .95 $ 1.18 $ .49 $ .43
Cumulative effect of change in
accounting principle (.03)
Total $ .95 $ 1.15 $ .49 $ .43
/TABLE
<PAGE>
<TABLE>
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1995 1994
(In Thousands of Dollars)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 112,048 $ 117,359
Marketable securities available for sale 13,917 86,676
Restricted funds held in trust 133,586 104,700
Receivables (less allowances: 1995,
$45,886 and 1994, $32,783) 587,454 572,039
Deferred income taxes 26,603 26,451
Other 80,012 88,672
Total current assets 953,620 995,897
Property, plant and equipment-net 1,888,939 1,884,774
Restricted funds held in trust 208,488 203,244
Unbilled service and other receivables 180,999 171,441
Unamortized contract acquisition costs 145,349 133,172
Goodwill and other intangible assets 113,167 100,416
Other assets 186,666 155,942
Total assets $ 3,677,228 $ 3,644,886
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 4,264 $ 3,483
Current portion of project debt 47,537 45,279
Dividends payable 15,288 13,637
Accounts payable 101,110 93,362
Federal income taxes payable 10,141
Accrued expenses 340,230 346,997
Total current liabilities 508,429 512,899
Long-term debt 339,109 304,393
Project debt 1,567,525 1,593,988
Deferred income taxes 291,921 281,065
Other liabilities 210,740 196,305
Minority interest 10,167 10,768
Convertible subordinated debentures 148,650 148,650
Total liabilities 3,076,541 3,048,068
SHAREHOLDERS' EQUITY 600,687 596,818
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 3,677,228 $ 3,644,886
/TABLE
<PAGE>
<TABLE>
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<CAPTION>
SEPTEMBER 30, DECEMBER 31,
1995 1994
(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: 50,000 in 1995,
54,000 in 1994 $ 50 $ 54
Common Stock, par value $.50 per share;
authorized, 80,000,000 shares:
shares outstanding: 48,917,000 in
1995, 48,777,000 in 1994 24,459 24,388
Capital Surplus 196,588 194,496
Earned Surplus 382,542 381,864
Cumulative Translation Adjustment-Net (2,025) (1,399)
Pension Liability Adjustment (441) (441)
Net Unrealized Loss on Securities Available
For Sale (486) (2,144)
TOTAL SHAREHOLDERS' EQUITY $ 600,687 $ 596,818
</TABLE>
<PAGE>
<TABLE>
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
<CAPTION>
FOR THE NINE MONTHS ENDED
SEPTEMBER 30
1995 1994
(In Thousands of Dollars)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash generated from operations $ 145,936 $ 163,607
Management of Operating Assets and Liabilities:
Increase in Assets:
Receivables (29,493) (40,828)
Other assets (34,090) (46,183)
Increase (Decrease) in Liabilities:
Accounts payable (5,359) 5,931
Accrued expenses 7,510 22,590
Other liabilities (11,585) 25,313
Net cash provided by operating
activities 72,919 130,430
CASH FLOWS FROM INVESTING ACTIVITIES:
Entities purchased, net of cash acquired (18,219) (4,768)
Proceeds from sale of marketable securities
available for sale 96,170 57,031
Purchase of marketable securities available
for sale (24,609) (62,256)
Proceeds from sale of business 12,516
Proceeds from sale of property, plant and equipment 2,952 1,109
Investments in waste-to-energy facilities (23,875) (64,275)
Other capital expenditures (49,653) (32,862)
Decrease (increase) in non-current receivables 6,251 (11,231)
Other (8,279) 249
Net cash used in investing activities (19,262) (104,487)
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings for waste-to-energy-facilities 66,679
Other new debt 33,609 5,650
Decrease (increase) in funds held in trust (18,774) 33,377
Payment of debt (99,196) (11,384)
Dividends paid (44,268) (40,956)
Other 2,982 1,077
Net cash used by financing activities (58,968) (12,236)
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (5,311) 13,707
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 117,359 109,097
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 112,048 $ 122,804
/TABLE
<PAGE>
OGDEN CORPORATION AND SUBSIDIARIES
SEPTEMBER 30, 1995
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 accompanying financial statements for prior periods have been
reclassified as to certain amounts to conform with the 1995 presentation.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS:
Operations:
Revenues for the first nine months of 1995 were $79,800,000 higher than the
comparable period of 1994 primarily due to increased revenues of $55,500,000
in Aviation Services, reflecting the acquisition in 1995 of an air range and
pilot training systems company, four airline catering kitchens in the Canary
and Balearic Islands, and an airline cargo operation at Heathrow Airport in
the United Kingdom as well as increased activity in overseas operations;
$36,000,000 in Technology Services primarily due to increased customer
activity and new contracts in the Atlantic Design Group as well as the
start-up of operations in Ireland; $25,500,000 in Waste-to-Energy Services
primarily due to revenues generated at the Lee, Onondaga and Montgomery
County facilities which commenced operations in December 1994, March 1995
and August 1995, respectively; $25,600,000 in Independent Power Services
reflecting the acquisition of Second Imperial Geothermal Company (SIGC) in
December 1994; and $25,000,000 in Entertainment Services primarily due to
new contracts at Wrigley Field, the Target Center and amphitheaters as well
as the start-up of operations in the United Kingdom. These increases were
partially offset by a decrease of $103,000,000 in construction revenues due
to the completion of the Union County and Lee County facilities in May and
December 1994, respectively, and from reduced construction activity at the
Montgomery County facility as the project nears completion.
Consolidated operating income for the first nine months of 1995 was
$15,200,000 lower than the comparable period of 1994 reflecting in part a
decrease of $11,700,000 in Technology Services, primarily due to a charge
taken by Ogden Communications, Inc. ("OCI") in the second quarter of 1995 of
$17,100,000. This charge included the write-off of receivables and related
costs recorded in connection with a project for the assembly and
installation of telecommunication equipment, as well as a reduction in the
carrying value of other inventory acquired by this unit. Additionally,
Waste-to-Energy Services income (service revenues less operating costs and
debt service charges) was $10,000,000 lower, primarily reflecting a
litigation settlement of $3,700,000 relating to the Company's discontinued
hazardous waste business, a restructuring charge of $2,600,000 for severance
pay, as well as from costs incurred for repairs related to a boiler
explosion at the Lancaster facility and additional costs incurred during the
1995 period at various facilities. Entertainment Services income was
$4,500,000 lower chiefly associated with lower income from the Ottawa
Palladium, and lower attendance at sporting events; Environmental Service
income was $4,000,000 lower chiefly associated with reduced activity in the
laboratory analysis group. These decreases were partially offset by
increased construction income of $9,000,000 on the Montgomery County and
Detroit facilities; $4,600,000 in Independent Power reflecting the
acquisition of SIGC in December 1994; and $1,700,000 in Aviation Services
principally due to companies acquired in late 1994 and 1995. Selling,
general and administrative expenses for the nine months ended September 30,
1995 were $2,900,000 higher than the comparable period of 1994, chiefly
associated with expenses of companies acquired in transactions accounted for
as purchases in 1995. Debt service charges for the nine months ended
September 30, 1995 increased $8,700,000 over the comparable period of 1994
chiefly associated with the Onondaga facility being in full commercial
operation during 1995 and $3,400,000 for the project debt assumed as part of
the SIGC acquisition. Two interest rate swap agreements entered into as
hedges against interest rate exposure on two series of adjustable rate
project debt resulted in lower debt service charges of $198,000 in the first
nine months of 1995 and additional debt service charges of $1,400,000 in the
comparable period of 1994.
Interest income for the first nine months of 1995 was $2,600,000 higher than
the comparable period of 1994, primarily reflecting interest earned on loans
made in the second half of 1994. Interest expense for the first nine months
of 1995 was $4,800,000 higher than the comparable period of 1994, chiefly
associated with higher interest rates on variable rate debt, higher
borrowings, and a net reduction of $1,600,000 in income received on two
interest rate swap agreements covering notional amounts of $100,000,000
each. One swap agreement expired in March 1994. The other swap agreement
expires on December 16, 1998. These swap agreements were entered into in
order to convert Ogden's fixed rate $100,000,000 9.25% debentures into
variable rate debt. During the first nine months of 1995, Ogden paid
$500,000 on the remaining swap, while in the first nine months of 1994,
Ogden received $1,100,000 on the two swaps.
The effective income tax rate for the nine months ended September 30, 1995
was 44% compared to a 41% rate for the comparable period of 1994. This
increase of 3% in the tax rate is due primarily to reduced investment tax
credits, higher foreign tax rates and certain non-deductible foreign losses.
Net cash flow provided by operating activities for the first nine months of
1995 was $57,500,000 lower than the comparable period of 1994 primarily due
to a decrease in cash from operations due in part to the after tax charge in
connection with OCI discussed above; a net reduction in liabilities in
connection with decreased Waste-to-Energy construction activities and
payments of Federal alternative minimum taxes; increases in contract
acquisition costs and deferred costs relating to overseas projects being
developed; partially offset by a reduction in the increase of receivables.
Revenues for the three months ended September 30, 1995 were $44,100,000
higher than the comparable period of 1994, primarily reflecting increased
revenues of $23,500,000 in Entertainment Services chiefly associated with
new contracts at Wrigley Field, the Target Center and amphitheaters, and
increased activity at the Seattle Kingdome; $15,000,000 in Technology
Services primarily associated with the Professional Service Group and the
start-up of Atlantic Design in Ireland; $12,000,000 in Waste-to-Energy
service revenues due primarily to the Lee, Onondaga and Montgomery County
facilities which were not in commercial operations during the 1994 period;
$9,000,000 in Independent Power relating to the acquisition of SIGC in
December 1994; and $7,900,000 in Aviation Services reflecting operations of
companies acquired in 1995 and increased activity in fueling and overseas
operations. These increases were partially offset by a decrease of
$32,200,000 in Construction revenues primarily due to reduced activity at
the Montgomery County facility as the project neared completion and the Lee
County facility which was completed in December 1994.
Consolidated operating income for the three months ended September 30, 1995
was $9,000,000 higher than the comparable period of 1994 primarily due to
increased earnings of $7,300,000 in construction income (construction
revenues less construction costs) reflecting additional income on the
Montgomery County facility, including an early completion bonus; $3,400,000
in Independent Power Services chiefly associated with the acquisition of
SIGC in December 1994; $3,000,000 in Aviation Services reflecting operations
of the companies acquired in 1995 and increased activity in fueling and
international operations. These increases were partially offset by reduced
income of $6,400,000 in Waste-to-Energy Services (service revenues less
operating costs and debt service charges) primarily reflecting a litigation
settlement of $3,700,000 relating to the Company's discontinued hazardous
waste business, a restructuring charge of $2,600,000, as well as from costs
incurred for repairs related to a boiler explosion at the Lancaster
facility. Debt service charges for the three months ended September 30,
1995 increased $3,300,000 over the comparable period of 1994 primarily due
to the Onondaga facility being in full commercial operation in 1995 and
$1,000,000 reflecting the project debt assumed as part of the SIGC
acquisition. Two interest rate swap agreements entered into as hedges
against interest rate exposure on two series of adjustable rate project debt
resulted in lower debt service charges of $34,000 in the third quarter of
1995 and additional debt service charges of $300,000 in the third quarter of
1994.
Interest income for the three months ended September 30, 1995 was comparable
with the three months of 1994. Interest expense for the three months ended
September 30, 1995 was $1,100,000 higher than the comparable period of 1994,
chiefly associated with higher interest rates on variable rate debt, higher
borrowings, and a net reduction of $180,000 in income received on an
interest rate swap agreement covering a notional amount of $100,000,000
expiring December 16, 1998. This swap agreement was entered into in order
to convert Ogden's fixed rate $100,000,000 9.25% debentures to variable rate
debt. During the three months ended September 30, 1995 Ogden paid $120,000
on this swap while in 1994 Ogden received $60,000 of income on the swap.
The effective income tax rate for the three months ended September 30, 1995
was 44% compared to a 41% rate for the comparable period of 1994. This
increase of 3% in the tax rate is due primarily to reduced investment tax
credits, higher foreign tax rates and certain non-deductible foreign losses.
Capital Investments, Commitments and Liquidity:
During the first nine months of 1995, capital investments amounted to
$73,500,000 of which $23,900,000, inclusive of restricted funds transferred
from funds held in trust, was for waste-to-energy facilities and $49,600,000
was for normal replacement and growth in Services and Projects operations.
At September 30, 1995, capital commitments amounted to $49,200,000 for
normal replacement, modernization, and growth in Services' and Projects'
operations.
Ogden and certain of its subsidiaries have issued or are party to
performance bonds and guarantees and related contractual obligations
undertaken mainly pursuant to agreements to construct and operate certain
waste-to-energy, entertainment, and other facilities. In the normal course
of business, they are involved in legal proceedings in which damages and
other remedies are sought. Management does not expect that these
contractual obligations, legal proceedings, or any other contingent
obligations incurred in the normal course of business will have a material
adverse effect on Ogden's Consolidated Financial Statements.
During 1994, a subsidiary of the Corporation entered into a 30 year facility
management contract pursuant to which it has agreed to advance funds to a
customer, if necessary and only upon satisfactory completion of construction
of the facility, to assist refinancing senior secured debt incurred in
connection with construction of the facility. Completion of construction is
scheduled for the first quarter of 1996, and such refinancing requirements
are not expected to exceed $75,000,000 at maturity of the senior secured
debt, which is expected to be on or about March 1, 2001. Ogden continues as
guarantor of surety bonds and letters of credit totaling approximately
$19,200,000 on behalf of International Terminal Operating Co. Inc. and
guaranteed borrowings of certain customers amounting to approximately
$22,200,000. Management does not expect that these arrangements will have a
material adverse effect on Ogden's Consolidated Financial Statements.
Projects' waste-to-energy facilities are financed to a large degree by
revenue bonds issued by the municipalities for facility construction. Other
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 September 30, 1995, the Corporation had
$126,000,000 in cash, cash equivalents and marketable securities and unused
revolving credit lines of $162,100,000.
<PAGE>
<TABLE>
<CAPTION>
Nine Months Three Months
Ended Ended
Information Concerning September 30, September 30,
Business Segments 1995 1994 1995 1994
(In Thousands of Dollars)
<S> <C> <C> <C> <C>
Revenues:
Services:
Aviation Services $ 359,902 $ 304,358 $123,496 $115,578
Entertainment Services 218,864 193,866 96,677 73,196
Environmental Services 109,086 103,761 38,871 36,934
Technology Services 184,403 148,398 70,732 55,686
Facility Management Services 276,727 263,749 95,839 88,503
Other Services 4,306 8,747 1,489 2,463
Total Services 1,153,288 1,022,879 427,104 372,360
Projects:
Waste-To-Energy Services 366,535 340,996 124,151 112,143
Independent Power 49,470 23,890 17,441 8,402
Water and Wastewater 1,299 490
Construction Activities 62,958 165,971 21,603 53,794
Total Projects 480,262 530,857 163,685 174,339
Total Revenues $1,633,550 $1,553,736 $590,789 $546,699
Income From Operations:
Services $ 29,276 $ 46,707 $ 19,811 $ 16,426
Projects 70,910 68,501 29,200 24,478
Total Income from Operations 100,186 115,208 49,011 40,904
Corporate unallocated expenses-net (8,579) (7,855) (2,668) (2,757)
Corporate interest-Net (10,600) (8,409) (3,398) (2,366)
Income Before Income Taxes and
Minority Interests $ 81,007 $ 98,944 $ 42,945 $ 35,781
</TABLE>
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
(a) The Company is a party to various legal proceedings involving
matters arising in the ordinary course of business. The Company
does not believe that there are any pending legal proceedings for
damages against the Company, including the legal proceeding
described below, the outcome of which would have a material
adverse effect on the Company on a consolidated basis.
In December 1993 and January 1994, individuals who had been
shareholders of American Envirotech, Inc. ("AEI"), a company which
in 1992 had been acquired in a merger by a subsidiary of the
Company, sued the Company and several of its subsidiaries in state
courts in Fort Worth and Houston, Texas. The plaintiffs claim
that AEI's termination of its project development in 1993 breached
the merger agreement, and that in connection with the termination
the Company and its subsidiaries breached fiduciary duties and
committed fraud. On March 2, 1995, the Forth Worth court
indicated that it would grant plaintiffs' summary judgment motion,
and find that the defendants breached the contract. In May 1995,
the Houston state court abated the action pending there and the
Houston plaintiffs filed an application to intervene in the Fort
Worth proceeding. In October 1995, the Company settled with the
original Fort Worth plaintiffs for $3.7 million and as a result
the summary judgment that the Company had breached the contract
was vacated. The Houston plaintiffs' case, now pending in Forth
Worth, remains pending. These plaintiffs seek significant actual
and punitive damages.
The Company believes that AEI properly terminated its contract in
accordance with its terms, that it acted at all times fairly and
in compliance with its obligations; and, based on the advice of
counsel, that it has meritorious defenses. The Company believes
that the Houston plaintiffs have not been damaged because the
project could not have been completed on a successful basis, and
under the merger agreement payments to these plaintiffs were
contingent upon successful financing and profitable operations.
The Company will vigorously defend this case and pursue all
appropriate appeal rights, if necessary. However, no assurances
can be given as to the ultimate outcome of the case. (See Item
3.(a) Legal Proceedings of the Company's Form 10-K for the fiscal
year ended December 31, 1994, and Item 1. Legal Proceedings of the
Company's Form 10-Q for the quarter ended June 30, 1995).
(b) In the ordinary course of its business, Ogden's subsidiaries
("Ogden Subsidiaries") become involved in federal, state, and
local proceedings relating to the laws regulating the discharge of
materials into the environment and the protection of the
environment. These include proceedings for the issuance,
amendment, or renewal of the licenses and permits pursuant to
which Ogden Subsidiaries operate. Such proceedings also include
actions brought by individuals or local governmental authorities
seeking to overrule governmental decisions on matters relating to
Ogden Subsidiaries' operations in which Ogden Subsidiaries may be,
but are not necessarily a party, and actions commenced by
individuals seeking sanctions for alleged violations of permits
under the so-called "Citizens Suit" provisions of the
environmental laws. Most proceedings brought against Ogden
Subsidiaries by governmental authorities under these laws relate
to alleged technical violations of regulations, licenses, or
permits pursuant to which Ogden subsidiaries operate. At
September 30, 1995, Ogden Subsidiaries were involved in such
proceedings in which Ogden believes sanctions involved may exceed
$100,000 in the aggregate. Ogden believes that such proceedings
will not have a material adverse effect on its business.
Item 5. Other Information
On November 9, 1995 Ogden announced its plan to concentrate its
resources on two core groups within its Services business -
Entertainment and Aviation - and its Projects business (Waste to
Energy, Independent Power, and Water/Wastewater). A
restructuring, which will encompass a series of actions that
should be completed by the end of 1996, will involve disposition,
via sale or merger, of Ogden's non-core businesses including
Facility Services, Technology Services, and Environmental
Services. Ogden's core businesses are being restructured in order
to increase margins, reduce costs, and focus on higher value-added
opportunities.
During the fourth quarter, Ogden expects that earnings will be
negatively impacted due to the performance of certain of its non-
core businesses, expenses incurred in conjunction with the
disposition of these businesses, and related costs. In addition,
charges are likely to be incurred during the fourth quarter
related to its restructuring activities, including possible asset
writedowns and revaluations.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
2 Plan of Acquisition, Reorganization
Arrangement, Liquidation or Succession.
2.1 Agreement and Plan of Merger, dated as of October 31,
1989, among Ogden, ERCI
Acquisition Corporation and ERC International, Inc.*
2.2 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.*
2.3 Amended and Restated Agreement and Plan of Merger among
Ogden Corporation, OPI
Acquisition Corporation sub. and Ogden Projects, Inc.,
dated as of September 27, 1994.*
3 Articles of Incorporation and By-Laws.
3.1 Ogden's Restated Certificate of Incorporation as
amended.*
3.2 Ogden's By-Laws, as amended through June 30, 1995.
4 Instruments Defining Rights of Security Holders.
4.1 Fiscal Agency Agreement between Ogden and Bankers Trust
Company, dated as of June 1, 1987 and Offering
Memorandum dated June 12, 1987, relating to U.S. $85
million Ogden 6% Convertible Subordinated Debentures,
Due 2002.*
4.2 Fiscal Agency Agreement between Ogden and Bankers Trust
Company, dated as of October 15, 1987, and Offering
Memorandum, dated October 15, 1987, relating to U.S. $75
million Ogden 5-3/4% Convertible Subordinated
Debentures, Due 2002.*
4.3 Indenture dated as of March 1, 1992 from Ogden
Corporation to The Bank of New York, Trustee, relating
to Ogden's $100 million debt offering.*
10 Material Contracts
10.1 Credit Agreement by and among Ogden, The Bank of New
York, as Agent and the signatory Lenders thereto dated
as of September 20, 1993.*
10.2 Rights Agreement between Ogden Corporation and
Manufacturers Hanover Trust Company, dated as of
September 20, 1990.*
10.3 Executive Compensation Plans and Agreements.
(a) Ogden Corporation 1986 Stock Option Plan.*
(b) Ogden Corporation 1990 Stock Option Plan.*
(i) Ogden Corporation 1990 Stock Option Plan as
Amended and Restated as of January 19, 1994.*
(c) Ogden Services Corporation Executive Pension Plan.*
(d) Ogden Services Corporation Select Savings Plan.*
(i) Ogden Services Corporation Select Savings Plan
Amendment and Restatement as of January 1,
1995.*
(e) Ogden Services Corporation Select Savings Plan
Trust.*
(i) Ogden Services Corporation Select Savings Plan
Trust Amendment and Restatement as of January
1, 1995.*
(f) Ogden Services Corporation Executive Pension Plan
Trust.*
(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 R. Richard Ablon and
Ogden dated as of May 24, 1990.*
(i) Letter Amendment to Employment Agreement
between Ogden Corporation and R. Richard
Ablon, dated as of October 11, 1991.*
(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, dated 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 Corporation and
Ogden's Chairman of the Board, dated as of January
16, 1992.*
(n) Employment Agreement between Ogden Corporation 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 January 1, 1994.*
(p) Ogden Corporation Profit Sharing Plan.*
(i) Ogden Profit Sharing Plan as amended and
restated January 1, 1991 and as in effect
through January 1, 1993.*
(ii) Ogden Profit Sharing Plan as amended and
restated effective as of January 1, 1995.*
(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 Plans.*
(u) Ogden Projects Employees' Stock Option Plan.*
(i) Amendment dated as of December 29, 1994, to
the Ogden Projects Employees' Stock Option
Plan.*
(v) Ogden Projects Core Executive Benefit Program.*
(w) Ogden Corporation CEO Formula Bonus Plan.*
(x) Form of amendments to the Ogden Projects, Inc.
Pension Plan and Profit Sharing Plans effective as
of January 1, 1994.*
(i) Form of amended Ogden Projects Profit Sharing
Plan effective as of January 1, 1994 and
incorporated herein by reference.*
(ii) Form of amended Ogden Projects Pension Plan,
effective as of January 1, 1994 and
incorporated herein by reference.*
10.4 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.*
10.5 Ogden Corporation Guaranty Agreement made as of January
30, 1992 by Ogden Corporation for the benefit of
Allstate Insurance Company and Ogden Martin Systems of
Huntington Resource Recovery Nine Corp.*
11 Detail of Computation of Earnings applicable to Common
Stock.
27 Financial Data Schedule (EDGAR Filing Only).
* Incorporated by reference as set forth in the Exhibit Index of this
Form 10-Q.
(b) Reports on Form 8-K
There were no Form 8-K Current Reports filed during the Third
Quarter of 1995.
<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: November 14, 1995 By: /s/Philip G. Husby
Philip G. Husby
Senior Vice President and
Chief Financial Officer
Date: November 14, 1995 By: /s/Robert M. DiGia
Robert M. DiGia
Vice President,
Controller and Chief
Accounting Officer
<TABLE>
OGDEN CORPORATION AND SUBSIDIARIES
DETAIL OF COMPUTATION OF EARNINGS APPLICABLE TO COMMON STOCK
<CAPTION>
FOR THE NINE MONTHS FOR THE THREE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
1995 1994 1995 1994
(In Thousands)
<S> <C> <C> <C> <C>
NUMBER OF SHARES USED FOR COMPUTATION OF
EARNINGS PER SHARE:
Average number of common shares 48,834 43,565 48,886 43,593
NUMBER OF SHARES USED FOR COMPUTATION OF
EARNINGS PER SHARE ASSUMING FULL DILUTION:
Average number of common shares 48,834 43,565 48,886 43,593
Shares issuable for conversion of preferred stock 309 331 302 325
Number of shares used for computation 49,143 43,896 49,188 43,918
COMPUTATION OF EARNINGS APPLICABLE TO COMMON SHARES:
Income before cumulative effect of change
in accounting principle $46,604 $51,710 $24,030 $18,742
Add (less): adjustments arising from minority
interests in consolidated subsidiaries 7 5
dividends on Ogden preferred stock (129) (139) (42) (45)
Consolidated income applicable to Ogden common stock $46,475 $51,578 $23,988 $18,702
Cumulative effect of change in accounting
principle $(1,520)
COMPUTATION OF EARNINGS APPLICABLE TO COMMON SHARES-
ASSUMING FULL DILUTION:
Income before cumulative effect of change
in accounting principle $46,604 $51,710 $24,030 $18,742
Add: adjustments arising from minority
interests in consolidated subsidiaries 7 5
Consolidated income applicable to Ogden common stock $46,604 $51,717 $24,030 $18,747
Cumulative effect of change in accounting
principle $(1,520)
<F1>
Note:
Earnings per common share was computed by dividing net income,
increased (decreased) for adjustments arising from minority interest
in consolidated subsidiaries, reduced by preferred stock dividend
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, were 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 at the date of issuance or grant, if dilutive. This
computation provides for the elimination of related convertible
debenture interest and preferred dividends.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AND STATEMENT OF CONSOLIDATED INCOME OF THE
COMPANY AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> SEP-30-1995
<CASH> 112,048
<SECURITIES> 13,917
<RECEIVABLES> 633,340
<ALLOWANCES> 45,886
<INVENTORY> 31,749
<CURRENT-ASSETS> 953,620
<PP&E> 2,395,805
<DEPRECIATION> 506,866
<TOTAL-ASSETS> 3,677,228
<CURRENT-LIABILITIES> 508,429
<BONDS> 2,055,284
<COMMON> 24,459
0
50
<OTHER-SE> 576,178
<TOTAL-LIABILITY-AND-EQUITY> 3,677,228
<SALES> 408,637
<TOTAL-REVENUES> 1,633,550
<CGS> 374,967
<TOTAL-COSTS> 1,058,012
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 4,044
<INTEREST-EXPENSE> 21,734
<INCOME-PRETAX> 81,007
<INCOME-TAX> 35,643
<INCOME-CONTINUING> 46,604
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 46,604
<EPS-PRIMARY> $0.95
<EPS-DILUTED> $0.95
</TABLE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
2 Plan of Acquisition,
Reorganization Arrangement,
Liquidation or Succession.
2.1 Agreement and Plan of Merger, Filed as Exhibit 2 to Ogden's
dated as of October 31, 1989, Form S-4 Registration Statement
among Ogden, ERCI Acquisition File No. 33-32155, and
Corporation and ERC International incorporated herein by
Inc. reference.
2.2 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.
2.3 Amended and Restated Agreement Filed as Exhibit 2 to Ogden's
and Plan of Merger among Ogden Form S-4 Registration Statement
Corporation, OPI Acquisition File No. 33-56181 and
Corporation sub. and Ogden incorporated herein by
Projects, Inc. dated as of reference.
September 27, 1994.
3 Articles of Incorporation and
By-Laws.
3.1 Ogden's Restated Certificate Filed as Exhibit (3)(a)
of Incorporation as amended. to Ogden's Form 10-K for the
fiscal year ended December 31,
1988 and incorporated herein
by reference.
3.2 Ogden's By-Laws, as amended Filed as Exhibit 3.2 to Ogden's
through June 30, 1995. Form 10-Q for the quarterly
period ended June 30, 1995 and
incorporated herein by
reference.
4 Instruments Defining Rights of
Security Holders.
4.1 Fiscal Agency Agreement between Filed as Exhibits (C)(3) and
Ogden and Bankers Trust Company, (C)(4) to Ogden's Form 8-K
dated as of June 1, 1987 and filed with the Securities and
Offering Memorandum dated June Exchange Commission on July 7,
12, 1987, relating to U.S. 1987 and incorporated herein
$85 million Ogden 6% Convertible by reference.
Subordinated Debentures, Due 2002.
<PAGE>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
4.2 Fiscal Agency Agreement between Filed as Exhibit (4) to Ogden's
Ogden and Bankers Trust Company, Form S-3 Registration Statement
dated as of October 15, 1987, filed with the Securities and
and Offering Memorandum, dated Exchange Commission on December
October 15, 1987, relating to 4, 1987, Registration No.
U.S. $75 million Ogden 5-3/4% 33-18875, and incorporated
Convertible Subordinated herein by reference.
Debentures, Due 2002.
4.3 Indenture dated as of March 1, Filed as Exhibit (4)(C) to
1992 from Ogden Corporation to Ogden's Form 10-K for fiscal
The Bank of New York, Trustee, year ended December 31, 1991,
relating to Ogden's $100 million and incorporated herein by
debt offering. reference.
10 Material Contracts
10.1 Credit Agreement by and among Filed as Exhibit No. 10.2 to
Ogden, The Bank of New York, as Ogden's Form 10-K for fiscal
Agent and the signatory Lenders year ended December 31, 1993,
thereto dated as of September 20, and incorporated herein by
1993. reference.
10.2 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.
10.3 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.
(i) Ogden Corporation 1990 Filed as Exhibit 10.6(b)(i) to
Stock Option Plan as Ogden's Form 10-Q for the
Amended and Restated as of quarterly period ended
January 19, 1994. September 30, 1994 and
incorporated herein by
reference.
<PAGE>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
(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.
(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.
(i) Ogden Services Corporation Filed as Exhibit 10.7(d)(i) to
Select Savings Plan Ogden's Form 10-K for the
Amendment and Restatement fiscal year ended December 31,
as of January 1, 1995. 1994 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.
(i) Ogden Services Corporation Filed as Exhibit 10.7(e)(i) to
Select Savings Plan Trust Ogden's Form 10-K for the fiscal
Amendment and Restatement fiscal year ended December 31,
as of January 1, 1995. 1994 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.
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
(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.
(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, 1993
January 1, 1994. 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.
(i) Ogden Profit Sharing Plan Filed as Exhibit 10.8(p)(i) to
as amended and restated Ogden's Form 10-K for fiscal
January 1, 1991 and as in year ended December 31, 1993
effect through January 1, and incorporated herein by
1993. reference.
<PAGE>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
(ii) Ogden Profit Sharing Plan Filed as Exhibit 10.7(p)(ii) to
as amended and restated Ogden's Form 10-K for fiscal
effective as of January 1, year ended December 31, 1994 and
1995. 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.
(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 Employees' 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.
(i) Amendment dated as of Filed as Exhibit 10.7(u)(i)
December 29, 1994, to the to Ogden's Form 10-K for fiscal
Ogden Projects Employees' year ended December 31, 1994
Stock Option Plan. and incorporated herein by
reference.
(v) Ogden Projects Core Executive Filed as Exhibit 10.8(v) to
Benefit Program. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(w) Ogden Corporation CEO Formula Filed as Exhibit 10.6(w) to
Bonus Plan. Ogden's Form 10-Q for quarterly
period ended September 30, 1994
and incorporated herein by
reference.
<PAGE>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
(x) Form of amendments to the Ogden Filed as Exhibit 10.8(w) to
Projects, Inc. Pension Plan and Ogden's Form 10-K for fiscal
Profit Sharing Plans effective as year ended December 31, 1993
of January 1, 1994. and incorporated herein by
reference.
(i) Form of amended Ogden Filed as Exhibit 10.7(w)(i) to
Projects Profit Sharing Ogden's Form 10-K for fiscal
Plan effective as of year ended December 31, 1994
January 1, 1994 and and incorporated herein by
incorporated herein by reference.
reference.
(ii) Form of amended Ogden Filed as Exhibit 10.7(w)(ii) to
Projects Pension Plan, Ogden's Form 10-K for fiscal
effective as of January 1, year ended December 31, 1994
1994 and incorporated and incorporated herein by
herein by reference. reference.
10.4 First Amended and Restated 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.
10.5 Ogden Corporation Guaranty Filed as 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.
27 Financial Data Schedule. Transmitted herewith as
Exhibit 27.
