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 June 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 June 30, 1995; 48,860,434 shares of Common Stock, $.50 par
value per share.
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
<CAPTION>
FOR THE SIX MONTHS FOR THE THREE MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
1995 1994 1995 1994
(In Thousands of Dollars, Except per Share Data)
<S> <C> <C> <C> <C>
Service revenues $ 762,455 $ 679,159 $386,147 $349,556
Net sales 238,951 215,701 135,724 116,921
Construction revenues 41,355 112,177 17,376 61,241
Total revenues 1,042,761 1,007,037 539,247 527,718
Operating costs and expenses 623,362 528,801 319,884 269,390
Costs of goods sold 216,853 188,846 123,867 103,301
Construction costs 31,251 103,776 11,957 57,359
Selling, administrative and
general expenses 70,616 66,019 34,136 34,967
Debt service charges 55,531 50,236 29,383 25,033
Total costs and expenses 997,613 937,678 519,227 490,050
Consolidated operating income 45,148 69,359 20,020 37,668
Interest income 7,342 4,791 3,431 2,410
Interest expense (14,544) (10,834) (7,493) (5,933)
Other income (deductions)-net 116 (153) 488 (9)
Income before income taxes
and minority interests 38,062 63,163 16,446 34,136
Less: income taxes 16,747 25,897 7,236 13,996
minority interests (1,259) 4,298 (1,072) 2,500
Income before cumulative effect
of change in accounting principle 22,574 32,968 10,282 17,640
Cumulative effect of change in
accounting principle (net of
income taxes of $1,100) (1,520)
Net income $ 22,574 $ 31,448 $ 10,282 $ 17,640
EARNINGS (LOSS) PER COMMON SHARE:
Income before cumulative effect
of change in accounting principle $ .46 $ .75 $ .21 $ .40
Cumulative effect of change in
accounting principle (.03)
Total $ .46 $ .72 $ .21 $ .40
EARNINGS (LOSS) PER COMMON
SHARE-ASSUMING FULL DILUTION:
Income before cumulative effect
of change in accounting principle $ .46 $ .74 $ .21 $ .40
Cumulative effect of change in
accounting principle (.03)
Total $ .46 $ .71 $ .21 $ .40
</TABLE>
<PAGE>
<TABLE>
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
<CAPTION>
JUNE 30, DECEMBER 31,
1995 1994
(In Thousands of Dollars)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 110,913 $ 117,359
Marketable securities available for sale 17,224 86,676
Restricted funds held in trust 107,808 104,700
Receivables (less allowances: 1995,
$43,132 and 1994, $32,783) 555,448 572,039
Deferred income taxes 26,603 26,451
Other 95,692 88,672
Total current assets 913,688 995,897
Property, plant and equipment-net 1,889,273 1,884,774
Restricted funds held in trust 213,680 203,244
Unbilled service and other receivables 180,551 171,441
Unamortized contract acquisition costs 149,272 133,172
Goodwill and other intangible assets 112,364 100,416
Other assets 152,650 155,942
Total assets $ 3,611,478 $ 3,644,886
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 4,369 $ 3,483
Current portion of project debt 50,917 45,279
Dividends payable 15,267 13,637
Accounts payable 95,167 93,362
Federal income taxes payable 10,141
Accrued expenses 328,863 346,997
Total current liabilities 494,583 512,899
Long-term debt 320,816 304,393
Project debt 1,568,869 1,593,988
Deferred income taxes 280,590 281,065
Other liabilities 196,705 196,305
Minority interest 10,374 10,768
Convertible subordinated debentures 148,650 148,650
Total liabilities 3,020,587 3,048,068
SHAREHOLDERS' EQUITY 590,891 596,818
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 3,611,478 $ 3,644,886
</TABLE>
<PAGE>
<TABLE>
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
<CAPTION>
JUNE 30, DECEMBER 31,
1995 1994
(In Thousands of Dollars)
<C> <C> <C>
Serial Cumulative Convertible Preferred
Stock, par value $1.00 per share;
authorized, 4,000,000 shares:
shares outstanding: 51,000 in 1995,
54,000 in 1994 $ 51 $ 54
Common Stock, par value $.50 per share;
authorized, 80,000,000 shares:
shares outstanding: 48,860,000 in
1995, 48,777,000 in 1994 24,430 24,388
Capital Surplus 195,653 194,496
Earned Surplus 373,841 381,864
Cumulative Translation Adjustment-Net (1,264) (1,399)
Pension Liability Adjustment (441) (441)
Net Unrealized Loss on Securities Available
For Sale (1,379) (2,144)
TOTAL SHAREHOLDERS' EQUITY $ 590,891 $ 596,818
</TABLE>
<PAGE>
<TABLE>
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
<CAPTION>
FOR THE SIX MONTHS ENDED
JUNE 30
1995 1994
(In Thousands of Dollars)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash generated from operations $ 88,830 $ 103,960
Management of Operating Assets and Liabilities:
Decrease (Increase) in Assets:
Receivables 10,033 (21,842)
Other assets (33,817) (29,035)
Increase (Decrease) in Liabilities:
Accounts payable (11,302) (3,606)
Accrued expenses (12,036) 6,927
Other liabilities (30,031) 30,749
Net cash provided by operating
activities 11,677 87,153
CASH FLOWS FROM INVESTING ACTIVITIES:
Entities purchased, net of cash acquired (16,934) (4,768)
Proceeds from sale of marketable securities
available for sale 87,964 21,211
Purchase of marketable securities available
for sale (19,107) (31,161)
Proceeds from sale of business 12,516
Proceeds from sale of property, plant and equipment 1,537 957
Investments in waste-to-energy facilities (19,139) (45,963)
Other capital expenditures (29,337) (20,970)
Decrease (increase) in non-current receivables 324 (9,780)
Other 163
Net cash provided by (used in) investing
activities 5,308 (77,795)
CASH FLOWS FROM FINANCING ACTIVITIES:
Other new debt 15,431 1,875
Decrease in funds held in trust 1,809 30,383
Payment of debt (14,321) (9,589)
Dividends paid (28,967) (27,293)
Other 2,617 35
Net cash used by financing activities (23,431) (4,589)
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (6,446) 4,769
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 117,359 109,097
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 110,913 $ 113,866
</TABLE>
<PAGE>
OGDEN CORPORATION AND SUBSIDIARIES
June 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 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 six months of 1995 were $35,700,000 higher
than the comparable period of 1994 primarily due to increased
revenues of $47,600,000 in Aviation Services, reflecting the
acquisition in 1995 of four airline catering kitchens in the
Canary and Baleric Islands, an air range and pilot training
systems company, and an airline cargo operation in the U.K. in
late 1994, as well as the start up of ground service operations
in Brazil; $21,000,000 in Technology Services primarily due to
increased customer activity and new contracts in the Atlantic
Design group; $16,500,000 in Independent Power Services
reflecting the acquisition of Second Imperial Geothermal Company
(SIGC), a geothermal power plant, in the fourth quarter of 1994;
$13,500,000 in Waste-to-Energy Services chiefly associated with
the commencement of full commercial operations of the Union
County facility which was in start-up operations during the first
quarter of 1994, revenues generated at the Lee County and
Onondaga facilities, which commenced commercial operations in
December 1994 and March 1995, respectively; and $5,600,000 in
Facility Management Services reflecting new accounts and
increased customer activity. These increases were partially
offset by a decrease of $70,800,000 in construction revenues due
primarily to 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 that project nears completion.
Consolidated operating income for the first six months of 1995
was $24,200,000 lower than the comparable period of 1994
primarily due to a charge of $17,100,000 taken by a unit of
Technology Services, Ogden Communications, Inc. ("OCI"). This
charge includes the write-off of receivables and related costs
recorded in connection with a project for the assembly and
installation of telecommunications equipment, as well as a
reduction in the carrying value of other inventory acquired by
this unit. Following a review of this unit, Ogden management
concluded that contracts and other documentation did not provide
a basis for recovering the full value of amounts related to the
telecommunications project and that the full value of the other
inventory acquired by this unit would not be realized.
Activities of this unit have been curtailed. Additionally,
Entertainment Services income was $4,600,000 lower chiefly
associated with lower income from the Ottawa Palladium, the late
start of the hockey and baseball spring training seasons, and
lower attendance at sporting events; Environmental Services
income was $2,000,000 lower chiefly associated with reduced
activity in the laboratory analysis group; and Waste-to-Energy
Services income (service revenues less operating costs and debt
service charges) was $3,800,000 lower primarily due to planned
turbine outages at the Detroit and Haverhill facilities, and
lower margins at the Union County facility which was in a start-
up phase in 1994 which produced higher margins, which were
partially offset by the full commercial operation of the Lee
County and Onondaga facilities. These decreases were partially
offset by increased construction income of $1,700,000 on the
Montgomery County and the Detroit facilities; and $1,100,000 in
the Independent Power group primarily due to the acquisition of
SIGC in December 1994. Selling, administrative and general
expenses for the six months ended June 30, 1995 were $4,600,000
higher than the comparable period of 1994 chiefly associated with
expenses of companies acquired in transactions accounted for as
purchases during the period July 1, 1994 through June 30, 1995
and increased overhead costs and marketing efforts related to
international markets for both the Projects and Services
segments. Debt service charges for the six months ended June 30,
1995 increased $5,300,000 over the comparable period of 1994
reflecting primarily an increase of $3,000,000 due to the
Onondaga facility being in full commercial operation during 1995
and $2,300,000 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 $165,000 in the first six months of 1995 and
additional debt service charges of $1,000,000 in the comparable
period of 1994.
Interest income for the first six 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 six months of 1995 was $3,700,000
higher than the comparable period of 1994, chiefly associated
with higher interest rates on variable rate debt, higher
borrowings, and a net reduction of $1,400,000 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 six months of 1995, Ogden paid $400,000 on the
remaining swap while in the first six months of 1994 Ogden
received $1,000,000 on the two swaps.
The effective income tax rate for the six months ended June 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 six
months of 1995 was $75,500,000 lower than the comparable period
of 1994 primarily due to a net reduction in liabilities of
$37,000,000 in connection with decreased Waste-to-Energy
construction activities; $18,000,000 for payments of Federal
alternative minimum taxes; $9,600,000 for the after tax charge
in connection with OCI, discussed above, and $12,000,000 in
deferred costs relating to overseas projects being developed.
Revenues for the three months ended June 30, 1995 were
$11,500,000 higher than the comparable period of 1994, primarily
reflecting increased revenues of $26,100,000 in Aviation Services
chiefly associated with the operations of companies acquired in
late 1994 and the early part of 1995 as well as the start-up of
operations in Brazil and increased activity in European
operations; $5,900,000 in Technology Services primarily
associated with increased activity in the Atlantic Design and
Systems Engineering groups; $8,400,000 in Independent Power
Services primarily due to the acquisition of SIGC in the fourth
quarter of 1994; $6,200,000 in Waste-to-Energy Services
primarily reflecting revenues generated at the Lee County and
Onondaga facilities, which commenced commercial operations in
December 1994 and March 1995, respectively; $5,100,000 in Enter-
tainment Services primarily reflecting new contracts at Wrigley
Field and the Target Center partially offset by reduced customer
activity at other sports venues; $4,300,000 in Facility
Management Services primarily due to new contracts and increased
customer activity. These increases were partially offset by a
decrease of $43,900,000 in construction revenues due primarily to
the Lee County facility being completed in December 1994 and from
reduced activity at the Montgomery County facility as that
project nears completion.
Consolidated operating income for three months ended June 30,
1995 was $17,600,000 lower than the comparable period of 1994
primarily due to a charge of $17,100,000 taken by OCI, discussed
above; $2,900,000 in Waste-to-Energy Services income (service
revenues less operating costs and debt service charges) primarily
due to lower margins at the Union County facility which was in a
start-up phase in 1994 producing higher margins, and reduced
margins at the Hartford facility reflecting contract
renegotiations; and $1,900,000 in Entertainment Services due
primarily to lower income at the Ottawa Palladium, and lower
attendance at sporting events. These decreases were partially
offset by increased construction income of $1,500,000 on the
Montgomery County and the Detroit facilities; $1,500,000 in
Aviation Services income primarily due to increased ground
services activity in both the United States and Europe, and
$1,100,000 in Technology Services income chiefly associated with
increased activity at Atlantic Design and the Systems Engineering
group. Debt service charges increased $3,200,000 in the second
quarter of 1995 as compared to the same period in 1994 reflecting
an increase of $2,100,000 due primarily to the Onondaga facility
being in full commercial operations during 1995 and $1,100,000
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
$150,000 in the second quarter of 1995 and additional debt
service charges of $400,000 in the second quarter of 1994.
Interest income for the three months ended June 30, 1995 was
$1,000,000 higher than the comparable period of 1994 primarily
reflecting interest earned on loans made in the second half of
1994. Interest expense for the three months ended June 30, 1995
was $1,600,000 higher than the comparable period of 1994, chiefly
associated with higher interest rates on variable rate debt,
higher borrowings, and a net reduction of $270,000 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 June 30, 1995 Ogden paid $170,000 on this swap
while in 1994 Ogden received $100,000 of income on the swap.
The effective income tax rate for the three months ended June 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 six months of 1995, capital investments amounted
to $48,400,000 of which $19,100,000, inclusive of restricted
funds transferred from funds held in trust, was for waste-to-
energy facilities and $29,300,000 was for normal replacement and
growth in Services and Projects operations. At June 30, 1995,
capital commitments amounted to $53,900,000, which includes
commitments for equity investments (over and above restricted
funds provided by revenue bonds issued by municipalities) of
$100,000 for waste-to-energy facilities and $53,800,000 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 doe 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 June 30, 1995, the Corporation had
$128,000,000 in cash, cash equivalents, and marketable securities
and unused revolving credit lines of $159,000,000.
<PAGE>
<TABLE>
<CAPTION>
Six Months Three Months
Information Concerning Ended June 30, Ended June 30,
Business Segments 1995 1994 1995 1994
(In Thousands of Dollars)
<S> <C> <C> <C> <C>
Revenues:
Services:
Aviation Services $ 236,406 $ 188,780 $123,580 $ 97,456
Entertainment Services 122,187 120,670 71,071 65,972
Environmental Services 70,215 66,827 36,718 35,919
Technology Services 113,671 92,712 54,609 48,670
Facility Management Services 180,888 175,246 91,531 87,185
Other Services 2,817 6,284 841 2,821
Total Services 726,184 650,519 378,350 338,023
Projects:
Waste-To-Energy Services 242,384 228,853 125,952 119,794
Independent Power 32,029 15,488 17,103 8,660
Water and Wastewater 809 466
Construction Activities 41,355 112,177 17,376 61,241
Total Projects 316,577 356,518 160,897 189,695
Total Revenues $1,042,761 $1,007,037 $539,247 $527,718
Income From Operations:
Services $ 9,465 $ 30,281 $ (2,081)$ 14,466
Projects 41,710 44,023 25,521 25,640
Total Income from Operations 51,175 74,304 23,440 40,106
Corporate unallocated expenses-net (5,911) (5,098) (2,932) (2,447)
Corporate interest-Net (7,202) (6,043) (4,062) (3,523)
Income Before Income Taxes and
Minority Interests $ 38,062 $ 63,163 $ 16,446 $ 34,136
</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. The
Fort Worth plaintiffs seek $37 million in actual
damages as well as significant punitive damages. Both
cases are in pre-trial proceedings. 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.
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 also
believes, based on the advice of counsel, that
questions of fact exist and therefore, the Forth Worth
court erred in granting summary judgement. The Company
intends to take whatever actions are necessary, at the
appropriate time, to overcome the impact of the summary
judgment ruling, and if it is successful all issues
will be tried by a jury. Otherwise the case will be
tried as to noncontractual claims and damages only.
The Company believes that plaintiffs have not been
damaged because the project could not have been
completed on a successful basis, and under the merger
agreement payments to the plaintiffs were contingent
upon successful financing and profitable operations.
The Company will vigorously defend these lawsuits and
pursue all appropriate appeal rights, if necessary. No
assurances can be given as to the ultimate outcome of
either 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 March 31,
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 June 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 4. Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Shareholders of Ogden
Corporation was held on May 25, 1995.
(b) Not Required
(c) Proposal 1: Election of five directors for a three
year term:
<TABLE>
<CAPTION>
Number of votes for Withheld
<S> <C> <C>
R. Richard Ablon 42,514,183 772,653
Constantine G. Caras 42,525,996 760,840
Judith D. Moyers 42,565,980 720,856
Robert E. Smith 42,589,223 697,613
Abraham Zaleznik 42,536,695 750,141
</TABLE>
3) Proposal 2: Ratification of the selection of Deloitte &
Touche LLP as independent public accounts of the
corporation and its subsidiaries for the year 1995:
<TABLE>
<CAPTION>
For Against Abstain Broker Non-Vote
<C> <C> <C> <C>
42,858,182 286,767 141,887 - 0 -
</TABLE>
<PAGE>
4) Proposal 3: Stockholder proposal requesting the Board
of Directors take the steps necessary to provide that
new Directors be elected annually and not by classes:
<TABLE>
<CAPTION>
For Against Abstain Broker Non-Vote
<C> <C> <C> <C>
14,229,947 21,350,184 1,192,116 6,514,589
</TABLE>
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.*
<PAGE>
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 Stock Purchase Agreement dated May 31, 1988,
between Ogden and Ogden Projects, Inc.*
10.3 Tax Sharing Agreement, dated January 1, 1989
between Ogden, Ogden Projects, Inc. and
subsi-diaries and Ogden Financial Services,
Inc. and subsidiaries.*
10.4 Stock Purchase Option Agreement, dated June
14, 1989, between Ogden and Ogden Projects,
Inc. as amended on November 16, 1989.*
10.5 Preferred Stock Purchase Agreement, dated
July 7, 1989, between Ogden Financial
Services, Inc. and Image Data Corporation.*
10.6 Rights Agreement between Ogden Corporation
and Manufacturers Hanover Trust Company,
dated as of September 20, 1990.*
10.7 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 Restate-
ment 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
Agree-ment 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 Cor-
poration 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.*
10.8 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
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 appli-
cable 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 -- on June 27, 1995 Ogden filed a
Form 8-K Current Report pursuant to its announcement on
June 21, 1995 that a unit of Ogden will take an after-
tax charge in the range of $8 to $10 million, or $.16
to $.20 per share during the second quarter ending June
30, 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: August 10, 1995 By: /S/ Philip G. Husby
Philip G. Husby
Senior Vice President and
Chief Financial Officer
Date: August 10, 1995 By: /S/ Robert M. DiGia
Robert M. DiGia
Vice President,
Controller and Chief
Accounting Officer
EXHIBIT 3.2
BY-LAWS
OF
OGDEN CORPORATION
(As amended through June 30, 1995)
Section 1. In addition to its principal office in the State
of Delaware, Ogden Corporation (the "Corporation") may also have
offices at such other places within or without the State of
Delaware as the Board of Directors shall from time to time
determine.
Section 2. Meetings of the stockholders and meetings of the
Board of Directors may be held at any place or places within or
without the State of Delaware.
Section 3. The Annual Meeting of Stockholders shall be held
on such date and at such time and place as may be fixed by the
Board and stated in the notice of the meeting, for the purpose of
electing directors and for the transaction of any such other
business as is properly brought before the meeting in accordance
with these By-laws. To be properly brought before an Annual
Meeting occurring subsequent to the Annual Meeting held in 1988,
business must be either (i) specified in the notice of Annual
Meeting (or any supplement thereto) given by or at the direction of
the Board, (ii) otherwise properly brought before the Annual
Meeting by or at the direction of the Board, or (iii) otherwise
properly brought before the Annual Meeting by a stockholder. In
addition to any other applicable requirements, for business to be
properly brought before an Annual Meeting by a stockholder, the
stockholder must have given timely notice thereof in writing to the
Secretary of the Corporation. To be timely, a stockholder's notice
must be delivered to or mailed and received at the principal
executive offices of the Corporation, not less than 50 days nor
more than 75 days prior to the meeting; provided, however, that in
the event that less than 65 days' notice or prior public disclosure
of the date of the Annual Meeting is given or made to stockholders,
notice by the stockholder to be timely must be so received not
later than the stockholder to be timely must be so received not
later than the close of business on the fifteenth day following the
day on which such notice of the date of the Annual Meeting was
mailed or such public disclosure was made, whichever first occurs.
A stockholder's notice to the Secretary shall set forth as to each
matter the stockholder proposes to bring before the Annual Meeting
(i) a brief description of the business desired to be brought
before the Annual Meeting and the reasons for conducting such
business at the Annual Meeting, (ii) the name and record address of
the stockholder proposing such business, (iii) the class, series
and number of shares of the Corporation's stock which are
beneficially owned by the stockholder, and (iv) any material
interest of the stockholder in such business. Notwithstanding
anything in the By-laws to the contrary, no business shall be
conducted at the Annual Meeting except in accordance with the
procedures set forth in this Section 3, provided, however, that
nothing in this Section 3 shall be deemed to preclude discussion by
any stockholder of any business properly brought before the Annual
Meeting. The Chairman of an Annual Meeting shall, if the facts
warrant, determine and declare to the Annual Meeting that business
was not properly brought before the Annual Meeting in accordance
with the provisions of this Section 3, and if he should so
determine, he shall so declare to the Annual Meeting and any such
business not properly brought before the meeting shall not be
transacted. Written notice of the Annual Meeting stating the
place, date and hour of the meeting and the purpose or purposes for
which the meeting is called shall be given to each stockholder
entitled to vote at such meeting not less than ten nor more than
sixty days before the date of the meeting.
Section 4. (Deleted. Related to voting rights of a class of
Preferred Stock no longer authorized or issued).
Section 5. Unless otherwise prescribed by law or by the
Certificate of Incorporation, special meetings of the stockholders,
for any purpose or purposes, may be held upon call of the Chairman
of the Board of Directors, the Vice Chairman of the Board of
Directors or a majority of the Board of Directors. Special
meetings of stockholders may not be called by any other person or
persons. Written notice of a special meeting stating the place,
date and hour of the meeting and the purpose or purposes for which
the meeting is called shall be given to each stockholder entitled
to vote at such meeting not less than ten nor more than sixty days
before the date of the meeting.
Section 6. Only persons who are nominated in accordance with
the following procedures shall be eligible for election as
directors at any meeting of stockholders occurring subsequent to
the Annual Meeting of Stockholders held in 1988. Nominations of
persons for election to Board of Directors of the Corporation at
the Annual Meeting may be made at such meeting by or at the
direction of the Board of Directors, by any committee or persons
appointed by the Board or by any stockholder of the Corporation
entitled to vote for the election of directors at the meeting who
complies with the notice procedures set forth in this Section 6.
Such nominations, other than those made by or at the direction of
the Board, shall be made pursuant to timely notice in writing to
the Secretary of the Corporation. To be timely, a stockholder's
notice must be delivered to or mailed and received at the principal
executive offices of the Corporation not less than 50 days or more
than 75 days prior to the meeting; provided, however, that in the
event that less than 65 days' notice or prior public disclosure of
the date of the meeting is given or made to stockholders, notice by
the stockholder to be timely must be so received not later than the
close of business on the fifteenth day following the day on which
such notice of the date of the meeting was mailed or such public
disclosure was made, whichever first occurs. Such stockholder's
notice to the Secretary shall set forth (i) as to each person whom
the stockholder proposes to nominate for election or reelection as
a director, (a) the name, age, business address and residence
address of the person, (b) the principal occupation or employment
of the person, (c) the class, series and number of shares of
capital stock of the Corporation which are beneficially owned by
the person, and (d) any other information relating to the person
that is required to be disclosed in solicitations of proxies for
election of directors pursuant to the Rules and Regulations of the
Securities and Exchange Commission under Section 14 of the
Securities Exchange Act of 1934, as amended; and (ii) as to the
stockholder giving the notice (a) the name and record address of
the stockholder and (b) the class, series and number of shares of
capital stock of the Corporation which are beneficially owned by
the stockholder. The Corporation may require any proposed nominee
to furnish his written consent to serve if elected and such other
information as may reasonably be required by the Corporation to
determine the eligibility of such proposed nominee to serve as a
director of the Corporation. No person shall be eligible for
election as a director of the Corporation unless nominated in
accordance with the procedures set forth herein. The Chairman of
the meeting shall, if the facts warrant, determine and declare to
the meeting that a nomination was not made in accordance with the
foregoing procedure, and if he should so determine, he shall so
declare to the meeting and the defective nomination shall be
disregarded.
Section 7. The holders of a majority of the stock of the
Corporation having voting power present in person or by proxy shall
constitute a quorum, but less than a quorum shall have power to
adjourn any meeting from time to time without notice. Except as
aforesaid, except as provided in the Certificate of Incorporation,
and except as otherwise provided by law, a majority of a quorum at
any meeting of stockholders shall have power to act.
Section 8. At every meeting of stockholders each stockholder
entitled to vote thereat may vote and otherwise act in person or by
proxy; but no proxy shall be voted upon more than three (3) years
after its date unless such proxy provides for a longer period.
Section 9. At least ten days before each election of
directors a complete list, arranged in alphabetical order, of the
stockholders entitled to vote at the election shall be prepared and
filed in the office where the election is to be held and shall,
during the usual hours of business, for said ten days, and during
the election, be open to the examination of any stockholder.
Section 10. The Board of Directors may, before any meeting of
stockholders for the election of directors, appoint two inspectors
of election to serve at such election. If they fail to make such
an appointment or if their appointees, or either of them, fail to
appear at such meeting, the Chairman of the meeting may appoint
inspectors or any inspector of election to act at that election.
Section 11. Certificates of stock shall be of such form and
device as the Board of Directors may elect and shall be signed by
the Chairman of the Board of Directors, the President or a Vice
President and the Treasurer or an Assistant Treasurer or the
Secretary or an Assistant Secretary, but where any such certificate
is signed by a transfer agent or an assistant transfer agent or
transfer clerk acting on behalf of the Corporation or by a
registrar, the signatures of any such officers of the Corporation
may be facsimiles, engraved or printed.
Section 12. The stock of the Corporation shall be
transferable or assignable only on the books of the Corporation by
the holders in person, or by attorney, on the surrender of the
certificates therefor. The Board of Directors may appoint one or
more transfer agents and registrars of the stock.
Section 13. The Board of Directors shall have the power to
close the stock transfer books of the Corporation for a period not
exceeding fifty (50) days preceding the date of any meeting of
stockholders, or the date for payment of any dividend, or the date
for the allotment of rights, or the date when any change or
conversion or exchange of capital stock shall go into effect or for
a period of not exceeding fifty days in connection with obtaining
the consents of stockholders for any purpose. In lieu of closing
the stock transfer books as aforesaid, the Board of Directors is
hereby authorized to fix in advance a date, not exceeding fifty
(50) days preceding the date of any meeting of stockholders or the
date for the payment of any dividend or the date for the allotment
of rights, or the date when any change or conversion or exchange of
capital stock shall go into effect, or a date in connection with
obtaining such consent, as a record date for the determination of
the stockholders entitled to notice of and to vote at, any such
meeting and adjournment thereof, or entitled to receive payment of
any such dividend, or to any such allotment of rights, or to
exercise the rights in respect of any such change, conversion or
exchange of capital stock, or to give such consent, and in such
case such stockholders and only such stockholders as shall be
stockholders of record on the date so fixed shall be entitled to
such notice of, and to vote at, such meeting and any adjournment
thereof or to receive payment of such dividend, or to receive such
allotment of rights, or to exercise such rights, or to give such
consent, as the case may be, notwithstanding any transfer of any
stock on the books of the Corporation after any such record date.
Section 14. The number of directors of the Corporation shall
be sixteen (16).
Section 15. Meetings of the Board of Directors shall be held
at times fixed by resolutions of the Board or upon call of the
Chairman of the Board, the President, the Executive Vice President
or any two directors and may be held outside of the State of
Delaware. The Secretary or officer performing his duties shall
give reasonable notice (which shall not be less than two (2) days)
of all meetings of directors, provided that a meeting may be held
without notice immediately after the annual election, and notice
need not be given of regular meetings held at times fixed by
resolution of the Board. Meetings may be held at any time without
notice if all the directors are present or if those not present
waive notice either before or after the meeting. Notice by mail or
telegraph to the usual business or residence address of the
directors not less than the time above specified before the meeting
shall be sufficient. One-third of the directors shall constitute
a quorum.
Section 16. The Board of Directors shall have power to
authorize the payment of compensation to the directors for services
to the Corporation, including fees for attendance at meetings of
the Board of Directors, of the Executive Committee and of other
committees and to determine the amount of such compensation and
fees.
Section 16-A. (a) The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other
than an action by or in the right of the Corporation) by reason of
the fact that he is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding if he acted in
good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good
faith and in a manner which he reasonably believed to be in or not
opposed to the best interests of the Corporation, and, with respect
to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
(b) The Corporation shall indemnify any person
who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right
of the Corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent
of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise
against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best
interests of the Corporation and except that no indemnification
shall be made in respect of any claim, issue or matter as to which
such person shall have been adjudged to be liable to the
Corporation unless and only to the extent that the Court of
Chancery of the State of Delaware or the court in which such action
or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery of the
State of Delaware or such other court shall deem proper.
(c) To the extent that a director, officer,
employee or agent of a corporation has been successful on the
merits or otherwise in defense of any action, suit or proceeding
referred to in subsections (a) and (b), or in defense of any claim,
issue or matter therein, he shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him
in connection therewith.
(d) Any indemnification under subsections (a)
and (b) (unless ordered by a court) shall be made by the
Corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met
the applicable standard of conduct set forth in subsections (a) and
(b). Such determination shall be made (1) by the Board of
Directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (2) if
such a quorum is not obtainable, or, even if obtainable a quorum of
disinterested directors so directs, by independent legal counsel in
a written opinion, or (3) by the stockholders.
(e) Expenses incurred in defending a civil or
criminal action, suit or proceeding shall be paid by the
Corporation in advance of the final disposition of such action,
suit or proceeding upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent to repay such amount if
it shall ultimately be determined that he is not entitled to be
indemnified by the Corporation as authorized in these By-laws.
(f) The indemnification and advancement of
expenses provided by this Section 16-A of the By-laws shall not be
deemed exclusive of any other rights to which those seeking
indemnification or advancement of expenses may be entitled under
any other by-law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office, and
shall continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(g) The Corporation shall have power to
purchase and maintain insurance on behalf of any person who is or
was a director, officer, employee or agent of the Corporation, or
is or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or
arising out of his status as such whether or not the Corporation
would have the power to indemnify him against such liability under
the provisions of these By-laws.
(h) Any amendment to this Section 16-A shall
not apply to any liability of a director, officer, employee or
agent arising out of a transaction or omission occurring prior to
the adoption of such amendment, but any such liability based on a
transaction or omission occurring prior to the adoption of such
amendment shall be governed by Section 16-A of the By-laws, as in
effect at the time of such transaction or omission.
Section 17. The Board of Directors, as soon as may be
practicable after the election of directors in each year, shall:
(i) appoint one of their number as Chairman of the Board, (ii)
appoint one or more of their number as President, each of whom
shall also act as the President of one of the Corporation's
operating areas, and (iii) appoint one or more Vice Presidents and
a Secretary and may appoint from time to time such other officers,
including a Treasurer, as they may deem proper. The Chairman of
the Board shall be the presiding officer of the Corporation and
shall preside at meetings of the Board of Directors and of the
shareholders. He shall have such other powers and duties as may
from time to time be conferred upon him by the Board of Directors.
Section 18. The Chairman of the Board shall preside at all
meetings of the Boar and of the Stockholders and shall have such
powers and duties as the Board may assign to him. The President
shall be the Chief Executive Officer of the Corporation and, in the
absence of the Chairman of the Board, shall preside at all meetings
of the Board and stockholders. The President shall be the officer
of the Corporation who has general and active responsibility for
the management of the business of the Corporation, and shall be
responsible for implementing all orders and resolutions of the
Board of Directors. The President shall have such other powers and
duties as presidents of corporations usually have or as the Board
assigns to him. The other officers of the Corporation shall have
such powers and duties as usually pertain to their offices, except
as modified by the Board of Directors, and shall also have such
powers and duties as may from time to time be conferred upon them
by the Board of Directors.
Section 19. The term of office of all officers shall be until
the next election of directors and until their respective
successors are chosen and qualified, or until they shall die or
resign, but any officer may be removed from office, without cause,
at any time by the Board of Directors. Vacancies in any office may
be filled by the Board at any meeting.
Section 20. The Board of Directors may establish an Executive
Committee, a Finance Committee and such other committees of the
Board as it may determine, and delegate to said committees such
powers and duties as it may determine by resolution of the Board to
the extent provided in the General Corporation Law of the State of
Delaware.
Section 21. The Board of Directors may select such
depositaries as they shall deem proper for the funds of the
Corporation. All checks and drafts against such deposited funds
shall be signed and countersigned by persons to be specified by the
Board of Directors.
Section 22. The corporate seal of the Corporation shall be in
such form as the Board of Directors shall prescribe.
Section 23. Either the Board of Directors or the stockholders
may alter or amend these By-laws at any meeting duly held as above
provided, the notice of which includes notice of the proposed
alteration or amendment.
<TABLE>
EXHIBIT 11
OGDEN CORPORATION AND SUBSIDIARIES
DETAIL OF COMPUTATION OF EARNINGS APPLICABLE TO COMMON STOCK
<CAPTION>
FOR THE SIX MONTHS FOR THE THREE MONTHS
ENDED JUNE 30, ENDED JUNE 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 48,807 43,551 48,828 43,574
NUMBER OF SHARES USED FOR COMPUTATION OF
EARNINGS PER SHARE ASSUMING FULL DILUTION:
Average number of common shares 48,807 43,551 48,828 43,574
Shares issuable for conversion of preferred stock 312 334 308 332
Number of shares used for computation 49,119 43,885 49,136 43,906
COMPUTATION OF EARNINGS APPLICABLE TO COMMON
SHARES:
Income before cumulative effect of change
in accounting principle $22,574 $32,968 $10,282 $17,640
Add (less): adjustments arising from minority
interests in consolidated subsidiaries 2 2
dividends on Ogden preferred stock (87) (94) (43) (47)
Consolidated income applicable to Ogden common
stock $22,487 $32,876 $10,239 $17,595
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 $22,574 $32,968 $10,282 $17,640
Add: adjustments arising from minority
interests in consolidated subsidiaries 2 2
Consolidated income applicable to Ogden common
stock $22,574 $32,970 $10,282 $17,642
Cumulative effect of change in accounting
principle $(1,520)
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 SIX MONTHS ENDED JUNE 30, 1995 AND IS QUALIFIED
IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 110,913
<SECURITIES> 17,224
<RECEIVABLES> 598,580
<ALLOWANCES> 43,132
<INVENTORY> 33,688
<CURRENT-ASSETS> 913,688
<PP&E> 2,373,744
<DEPRECIATION> 484,471
<TOTAL-ASSETS> 3,611,478
<CURRENT-LIABILITIES> 494,583
<BONDS> 2,038,335
<COMMON> 24,430
0
51
<OTHER-SE> 566,410
<TOTAL-LIABILITY-AND-EQUITY> 3,611,478
<SALES> 238,951
<TOTAL-REVENUES> 1,042,761
<CGS> 216,853
<TOTAL-COSTS> 707,371
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 2,773
<INTEREST-EXPENSE> 14,544
<INCOME-PRETAX> 38,062
<INCOME-TAX> 16,747
<INCOME-CONTINUING> 22,574
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 22,574
<EPS-PRIMARY> $0.46
<EPS-DILUTED> $0.46
</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 Transmitted herewith as
through June 30, 1995. Exhibit 3.2.
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.
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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 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.
10.3 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.
10.4 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.
10.5 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.
10.6 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.
<PAGE>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
10.7 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.
(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.
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
(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.
(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.
<PAGE>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
(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.
(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.
<PAGE>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
(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.
(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.
10.8 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.
10.9 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.
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
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.
