FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 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 offices)
(Zip Code)
(212)-868-6100
(Registrant's telephone number including
area code)
Not Applicable
(Former name, former address and former
fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.
Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of each of the issuer's classes of common
stock, as of March 31, 1995; 48,810,002 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 THREE MONTHS ENDED
MARCH 31,
1995 1994
(In Thousands of dollars,
except per share data)
<S> <C> <C>
Service revenues $376,308 $329,603
Net sales 103,227 98,780
Construction revenue 23,979 50,936
Total revenues 503,514 479,319
Operating costs and expenses 303,478 259,411
Costs of goods sold 92,986 85,545
Construction costs 19,294 46,417
Selling, administrative and general
expenses 36,480 31,052
Debt service charges 26,148 25,203
Total costs and expenses 478,386 447,628
Consolidated operating income 25,128 31,691
Interest income 3,911 2,381
Interest expense (7,051) (4,901)
Other income (deductions)-net (372) (144)
Income before income taxes and
minority interests 21,616 29,027
Less: income taxes 9,511 11,901
minority interests (187) 1,798
Income before cumulative effect of
change in accounting principle 12,292 15,328
Cumulative effect of change in accounting
principle (net of income taxes of $1,100) (1,520)
Net income $ 12,292 $ 13,808
EARNINGS (LOSS) PER COMMON SHARE:
Income before cumulative effect of
change in accounting principle $ .25 $ .35
Cumulative effect of change in
accounting principle ( .03)
Total $ .25 $ .32
EARNINGS (LOSS) PER COMMON SHARE-ASSUMING
FULL DILUTION:
Income before cumulative effect of
change in accounting principle $ .25 $ .34
Cumulative effect of change in
accounting principle ( .03)
Total $ .25 $ .31
</TABLE>
<PAGE>
<TABLE>
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
<CAPTION>
MARCH 31, DECEMBER 31,
1995 1994
(In Thousands of Dollars)
<S> <C> <C>
ASSETS
Current Assets:
Cash and cash equivalents $ 110,652 $ 117,359
Marketable securities available for sale 49,191 86,676
Restricted funds held in trust 111,197 104,700
Receivables (less allowances: 1995,
$36,962 and 1994, $32,783) 584,515 585,959
Deferred income taxes 26,603 26,451
Other 75,722 74,752
Total current assets 957,880 995,897
Property, plant and equipment-net 1,882,423 1,884,774
Restricted funds held in trust 207,943 203,244
Unbilled service and other receivables 183,394 171,441
Unamortized contract acquisition costs 131,450 133,172
Goodwill and other intangible assets 112,251 100,416
Other assets 155,105 155,942
Total Assets $ 3,630,446 $3,644,886
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 3,961 $ 3,483
Current portion of project debt 46,647 45,279
Dividends payable 15,293 13,637
Accounts payable 90,282 93,362
Federal income taxes payable 3,242 10,141
Accrued expenses, etc. 336,003 346,997
Total current liabilities 495,428 512,899
Long-term debt 331,763 304,393
Project debt 1,574,568 1,593,988
Deferred income taxes 280,829 281,065
Other liabilities 193,788 196,305
Minority interest 9,770 10,768
Convertible subordinated debentures 148,650 148,650
Total liabilities 3,034,796 3,048,068
Shareholders' Equity 595,650 596,818
Total Liabilities and Shareholders' Equity $ 3,630,446 $3,644,886
</TABLE>
<PAGE>
<TABLE>
OGDEN CORPORATION AND SUBSIDIARIES
STATEMENTS OF SHAREHOLDERS' EQUITY
<CAPTION>
MARCH 31, 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: 52,000 in 1995,
54,000 in 1994 $ 52 $ 54
Common Stock, par value $.50 per share;
authorized, 80,000,000 shares:
shares outstanding: 48,810,000 in
1995, 48,777,000 in 1994 24,405 24,388
Capital Surplus 194,924 194,496
Earned Surplus 378,864 381,864
Cumulative Translation Adjustment-Net (692) (1,399)
Pension Liability Adjustment (441) (441)
Net Unrealized Loss on Securities Available
For Sale (1,462) (2,144)
Total $ 595,650 $ 596,818
</TABLE>
<PAGE>
<TABLE>
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31,
1995 1994
(In Thousands of Dollars)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash generated from operations $ 37,800 $ 46,797
Management of Operating Assets and Liabilities:
Decrease (Increase) in Assets:
Receivables (364) (18,512)
Other assets (20,649) (11,513)
Increase (Decrease) in Liabilities:
Accounts payable (6,458) (6,293)
Accrued expenses 1,521 10,798
Other liabilities (17,914) 21,773
Net cash provided by (used in) operating
activities (6,064) 43,050
CASH FLOWS FROM INVESTING ACTIVITIES
Entities purchased, net of cash acquired (14,149)
Proceeds from sale of marketable securities
available for sale 54,740 7,437
Purchase of marketable securities available
for sale (17,708) (4,683)
Proceeds from sale of business 12,516
Proceeds from sale of property, plant and equipment 507 458
Investments in waste-to-energy facilities (11,447) (19,074)
Other capital expenditures (12,618) (11,226)
Decrease (increase) in other receivables (5,190) 435
Other 79
Net cash used in investing activities (5,865) (14,058)
CASH FLOWS FROM FINANCING ACTIVITIES:
Other new debt 28,105 1,460
Decrease in funds held in trust 4,153 28,243
Payment of debt (13,358) (8,478)
Dividends paid (13,636) (13,640)
Other (42) 466
Net cash provided by financing activities 5,222 8,051
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (6,707) 37,043
CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 117,359 109,097
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 110,652 $ 146,140
</TABLE>
<PAGE>
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 three months of 1995 were $24,200,000
higher than the comparable period of 1994, primarily reflecting
increased revenues of $22,100,000 in Technology Services
primarily due to the acquisition of Applied Data Technology Inc.
in January 1995 and increased customer activity in the Atlantic
Design group; $14,400,000 in Aviation Services, reflecting the
acquisition in late 1994 of four airline catering kitchens in the
Canary and Balearic Islands, and in the first quarter of 1995 an
airline cargo operation at Heathrow Airport in the United Kingdom
as well as the start up of ground services operations in Brazil;
$7,400,000 in Waste-to-Energy Services revenues primarily
reflecting the full commercial operation 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 $8,100,000 in
Independent Power Services primarily due to the acquisition of
Second Imperial Geothermal Company (SIGC), a geothermal power
plant, in the fourth quarter of 1994. These increases were
partially offset by a decrease of $27,000,000 in construction
revenues due primarily to the Union County and Lee County
facilities being completed in May and December 1994,
respectively, and from reduced activity at the Montgomery County
facility as the project nears completion.
Consolidated operating income for the first three months of 1995
was $6,600,000 lower than the comparable period of 1994,
primarily due to reduced income of $2,700,000 in Entertainment
Services chiefly associated with the late start of the hockey
season and the baseball spring training season and the start up
of overseas operations; $2,700,000 in Aviation Services
reflecting lower margins in the inflight catering group and a
loss on the devaluation of the Mexican Peso; $900,000 in waste-
to-energy services income (service revenues less operating costs
and debt service charges) primarily due to additional maintenance
work at the Detroit, Michigan, and at the Haverhill,
Massachusetts, facilities, resulting from the planned turbine
outage during the 1995 period, which were partially offset by
increases from the full commercial operations of the Union
County, New Jersey, Lee County, Florida, and Onondaga, New York,
facilities. Selling, administra- tive, and general expenses for
the first three months of 1995 were $5,400,000 higher than the
comparable period of 1994, primarily reflecting selling,
administrative and general expenses of companies acquired in
transactions accounted for as purchases during the period April
1, 1994 through March 31, 1995, and increased overhead costs and
marketing efforts related to international markets for both the
Projects and Services segments. Debt service charges relating to
the waste-to-energy operations were relatively flat in the first
quarter of 1995 as compared to the same period in 1994. Debt
service charges relating to Independent Power operations
increased $1,174,000 reflecting the 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 interest expense
of $15,000 in the first quarter of 1995 and additional interest
expense of $600,000 in the first quarter of 1994.
Interest income from the first three months of 1995 was
$1,500,000 higher than the comparable period of 1994, primarily
reflecting interest earned on loans made in the second half of
1994 and higher interest rates on earnings from investments.
Interest expense for 1995 was $2,200,000 higher than the
comparable period of 1994 chiefly associated with higher interest
rates on variable rate debt, higher borrowings and a net
reduction of $1,100,000 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 to variable rate debt. During the
first three months of 1995, Ogden paid $200,000 on the remaining
swap and in the first three months of 1994 received $900,000 of
income on the two swaps.
The effective income tax rate for the three months ended March
31, 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 from operations for the first three months of 1995
was $49,100,000 lower than the comparable period of 1994
primarily due to a reduction of $25,000,000 in billings in excess
of costs on uncompleted construction contracts due to drawndown
and payment schedules; a $12,000,000 increase in foreign
investments, advances and joint ventures, and the payment of
Federal alternative minimum taxes of $11,000,000.<PAGE>
Capital Investments, Commitments and Liquidity:
During the first three months of 1995, capital investments
amounted to $24,000,000 of which $11,400,000, inclusive of
restricted funds transferred from funds held in trust, was for
waste-to-energy operations and $12,600,000 was for normal
replacement and growth in Services, Projects and for Corporate
equipment. At March 31, 1995, capital commitments amounted to
$55,300,000, which includes commitments for equity investments
(over and above restricted funds provided by revenue bonds issued
by municipalities) of $2,200,000 for waste-to-energy facilities
and $53,100,000 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. 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
$20,300,000. 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 March 31, 1995, the Corporation had
$159,800,000 in cash, cash equivalents, and marketable securities
and unused revolving credit lines of $144,200,000.
<PAGE>
<TABLE>
<CAPTION>
Three Months Ended March 31,
Information Concerning Business Segments 1995 1994
(In Thousands of Dollars)
<S> <C> <C>
Revenues:
Services:
Aviation Services $105,756 $ 91,324
Entertainment Services 51,116 54,698
Environmental Services 33,497 30,908
Technology Services 66,132 44,042
Facility Management Services 89,357 88,061
Other Services 1,976 3,463
Total Services 347,834 312,496
Projects:
Waste-to-Energy 116,432 109,059
Independent Power 14,926 6,828
Water and Wastewater 343
Construction Activities 23,979 50,936
Total Projects 155,680 166,823
Total Revenues $503,514 $479,319
Income from Operations:
Services $ 11,546 $ 15,815
Projects 16,189 18,383
Total Income from Operations 27,735 34,198
Corporate unallocated expenses - net (2,979) (2,651)
Corporate interest - net (3,140) (2,520)
Income Before Income Taxes and
Minority Interests $ 21,616 $ 29,027
</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.
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 Ogden's Form 10-K for the fiscal year ended
December 31, 1994)
<PAGE>
(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. 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 March 31, 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. (See Item 3.(a) Legal Proceedings of Ogden's Form 10-K
for the fiscal year ended December 31, 1994)
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 March 17, 1994.*
4 Instruments Defining Rights of Security Holders.
<PAGE>
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 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 subsidiaries 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 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.*
10.8 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 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 -- on January 3, 1995 Ogden filed a Form 8-K
Current Report pursuant to the completion of its merger
transaction resulting in Ogden Projects, Inc. becoming a wholly-
owned subsidiary of Ogden effective December 29, 1994.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
OGDEN CORPORATION
(Registrant)
Date: May 9, 1995 By: /S/ Philip G. Husby
Philip G. Husby
Senior Vice President and
Chief Financial Officer
Date: May 9, 1995 By: /S/ Robert M. DiGia
Robert M. DiGia
Vice President,
Controller and Chief
Accounting Officer
<TABLE>
EXHIBIT 11
OGDEN CORPORATION AND SUBSIDIARIES
DETAIL OF COMPUTATION OF EARNINGS APPLICABLE TO COMMON STOCK
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31,
1995 1994
(In Thousands)
<S> <C> <C>
NUMBER OF SHARES USED FOR COMPUTATION OF
EARNINGS PER SHARE:
Average number of common shares 48,787 43,528
NUMBER OF SHARES USED FOR COMPUTATION OF
EARNINGS PER SHARE ASSUMING FULL DILUTION:
Average number of common shares 48,787 43,528
Shares issuable for conversion of preferred stock 316 337
Number of shares used for computation 49,103 43,865
COMPUTATION OF EARNINGS APPLICABLE TO COMMON SHARES:
Income before cumulative effect of change in
accounting principle $ 12,292 $ 15,328
Add (less): dividends on Ogden preferred stock (44) (47)
Consolidated income applicable to Ogden common stock $ 12,248 $ 15,281
Cumulative effect of change in accounting principle $ (1,520)
COMPUTATION OF EARNINGS APPLICABLE TO COMMON SHARES-
ASSUMING FULL DILUTION:
Consolidated income applicable to Ogden common stock $ 12,292 $ 15,328
Cumulative effect of change in accounting principle $ (1,520)
Note:
Earnings per common share was computed by dividing income, increased
(decreased) for adjustments arising from minority interest in consolidated
subsidiaries, reduced by preferred stock dividends requirements, by the
weighted average of the number of shares of common stock and common stock
equivalents, where dilutive, outstanding during each period.
Earnings per common share, assuming full dilution, was computed on the
assumption that all convertible debentures, convertible preferred stock,
and stock options converted or exercised during each period, or
outstanding at the end of each period were converted at the beginning of
each period or the date of issuance or grant, if dilutive. This
computation provides for the elimination of related convertible debenture
interest and preferred dividends.
</TABLE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> QTR-1
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> MAR-31-1995
<CASH> 110,652
<SECURITIES> 49,191
<RECEIVABLES> 621,477
<ALLOWANCES> 36,962
<INVENTORY> 17,403
<CURRENT-ASSETS> 957,880
<PP&E> 2,346,438
<DEPRECIATION> 464,015
<TOTAL-ASSETS> 3,630,446
<CURRENT-LIABILITIES> 495,428
<BONDS> 2,054,981
<COMMON> 24,405
0
52
<OTHER-SE> 571,193
<TOTAL-LIABILITY-AND-EQUITY> 3,630,446
<SALES> 103,227
<TOTAL-REVENUES> 503,514
<CGS> 92,986
<TOTAL-COSTS> 347,547
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 1,373
<INTEREST-EXPENSE> 7,051
<INCOME-PRETAX> 21,616
<INCOME-TAX> 9,511
<INCOME-CONTINUING> 12,292
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 12,292
<EPS-PRIMARY> $0.25
<EPS-DILUTED> $0.25
</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 No. 3.2 to
through March 17, 1994. Ogden's Form 10-K for the fiscal
year ended December 31, 1993
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 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.
