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, 1996
- ----------------------------------------------------------------------
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, 1996; 49,630,789 shares of Common Stock, $.50 par
value per share.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED
MARCH 31,
----------------------------
1996 1995
------------- ------------
(In Thousands of Dollars,
Except per Share Data)
Service revenues $381,856 $374,991
Net sales 138,655 103,438
Construction revenue 161 23,979
-------- --------
Total revenues 520,672 502,408
-------- --------
Operating costs and expenses 315,701 304,433
Costs of goods sold 122,311 93,031
Construction costs 138 19,294
Selling, administrative and general
expenses 34,405 36,585
Debt service charges 28,305 26,148
-------- --------
Total costs and expenses 500,860 479,491
-------- --------
Consolidated operating income 19,812 22,917
Equity in net income of investees and
joint ventures (137) 2,178
Interest income 3,029 3,914
Interest expense (7,521) (7,221)
Other income (deductions)-net 16 (372)
-------- --------
Income before income taxes and
minority interests 15,199 21,416
Less: income taxes 6,384 9,511
minority interests (473) (187)
-------- --------
Net income $ 9,288 $ 12,092
======== ========
EARNINGS PER COMMON SHARE $ .19 $ .24
======== ========
<PAGE>
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
MARCH 31, DECEMBER 31,
1996 1995
------------ ------------
(In Thousands of Dollars)
ASSETS
- ------
Current Assets:
Cash and cash equivalents $ 96,766 $ 96,782
Marketable securities available for sale 513 13,939
Restricted funds held in trust 100,290 95,238
Receivables (less allowances: 1996,
$36,025 and 1995, $37,039) 589,550 597,644
Deferred income taxes 32,045 31,979
Other 98,161 90,784
---------- ----------
Total current assets 917,325 926,366
Property, plant and equipment-net 1,860,431 1,879,179
Restricted funds held in trust 211,869 218,551
Unbilled service and other receivables 208,235 191,753
Unamortized contract acquisition costs 151,197 148,342
Goodwill and other intangible assets 84,362 87,596
Other assets 196,186 200,884
---------- ----------
Total Assets $3,629,605 $3,652,671
---------- ----------
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Liabilities:
Current liabilities:
Current portion of long-term debt $ 4,037 $ 4,680
Current portion of project debt 56,141 55,774
Dividends payable 15,510 15,294
Accounts payable 104,620 114,648
Accrued expenses, etc. 296,499 291,421
Deferred income 27,408 28,702
---------- ----------
Total current liabilities 504,215 510,519
Long-term debt 367,714 344,333
Project debt 1,535,778 1,551,203
Deferred income taxes 313,515 310,400
Other liabilities 208,536 230,558
Minority interests 9,756 10,030
Convertible subordinated debentures 148,650 148,650
---------- ----------
Total liabilities 3,088,164 3,105,693
---------- ----------
Shareholders' Equity:
Serial cumulative convertible preferred
stock, par value $1.00 per share;
authorized 4,000,000 shares; shares
outstanding: 48,953 in 1996 and
49,469 in 1995, net of treasury
shares of 29,820 in 1996 and 1995,
respectively 49 50
Common stock, par value $.50 per share;
authorized, 80,000,000 shares; shares out-
standing: 49,630,789 in 1996 and 49,467,781
in 1995, net of treasury shares of 3,646,123
and 3,735,123 in 1996 and 1995, respectively 24,815 24,734
Capital surplus 199,799 197,921
Earned surplus 321,786 328,047
Cumulative translation adjustment-net (3,954) (2,657)
Pension liability adjustment (760) (760)
Net unrealized loss on securities
available for sale (294) (357)
---------- ----------
Total Shareholders' Equity 541,441 546,978
---------- ----------
Total Liabilities and Shareholders' Equity $3,629,605 $3,652,671
========== ==========
<PAGE>
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Three Months Ended Year Ended
March 31, 1996 December 31, 1995
Shares Amounts Shares Amounts
------------------- ------ -------
(In Thousands of Dollars, Except Per Share Amounts)
<S> <C> <C> <C> <C>
Serial Cumulative Convertible Preferred
Stock, Par Value $1.00 Per Share;
Authorized 4,000,000 Shares:
Balance at beginning of period 79,289 $80 83,323 $84
Shares converted into common stock (516) (1) (4,034) (4)
Total 78,773 79 79,289 80
Treasury shares (29,820) (30) (29,820) (30)
Balance at end of period (aggregate
involuntary liquidation value - 1996
$986,400) 48,953 49 49,469 50
Common Stock, Par Value $.50 Per Share;
Authorized, 80,000,000 Shares:
Balance at beginning of period 53,202,904 26,602 52,641,215 26,320
Exercise of stock options, less common
stock utilized 70,936 35 10,735 6
Shares used for pooling of interest 526,869 264
Conversion of preferred shares 3,072 1 24,085 12
Total 53,276,912 26,638 53,202,904 26,602
Treasury shares at beginning of period 3,735,123 1,868 3,864,123 1,932
Exercise of stock options (89,000) (45) (129,000) (64)
Treasury shares at end of period 3,646,123 1,823 3,735,123 1,868
Balance at end of period 49,630,789 24,815 49,467,781 24,734
Capital Surplus:
Balance at beginning of period 197,921 194,496
Exercise of stock options, less common
stock utilized 1,878 2,620
Arising from pooling of interests 813
Conversion of preferred shares (8)
Balance at end of period 199,799 197,921
Earned Surplus:
Balance at beginning of period 328,047 381,864
Net income 9,288 7,444
Total 337,335 389,308
Preferred dividends-per share 1996,
$.8376, 1995, $3.35 41
171
Common dividends-per share 1996, $.3125,
1995, $1.25 15,508 61,090
Total Dividends 15,549 61,261
Balance at end of period 321,786 328,047
Cumulative Translation Adjustment-Net (3,954) (2,657)
Pension Liability Adjustment (760) (760)
Net Unrealized Loss on Securities
Available For Sale (294) (357)
TOTAL SHAREHOLDERS' EQUITY $ 541,441 $546,978
---------- --------
========== ========
</TABLE>
<PAGE>
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED
MARCH 31,
--------------------------
1996 1995
--------------------------
(In Thousands of Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash generated from operations $ 40,160 $ 36,135
Management of Operating Assets and Liabilities:
Decrease (Increase) in Assets:
Receivables 6,547 (1,079)
Other assets (12,652) (16,732)
Increase (Decrease) in Liabilities:
Accounts payable (10,681) (3,531)
Accrued expenses 7,290 1,521
Other liabilities (19,475) (17,629)
--------- ---------
Net cash provided by (used in) operating
activities 11,189 (1,315)
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Entities purchased, net of cash acquired (7,259) (14,149)
Proceeds from sale of marketable securities
available for sale 13,158 37,032
Proceeds from sale of business 8,500
Proceeds from sale of property, plant and equipment 1,084 507
Investments in waste-to-energy facilities (5,372) (11,447)
Other capital expenditures (8,208) (15,535)
Increase in other receivables (6,742) (5,190)
Other (3,297) (5,318)
--------- ---------
Net cash used in investing activities (8,136) (14,100)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
New debt 25,207 31,591
Decrease in funds held in trust 2,551 4,153
Payment of debt (17,539) (13,358)
Dividends paid (15,333) (13,636)
Other 2,045 (42)
--------- ---------
Net cash provided by (used in) financing
activities (3,069) 8,708
--------- ---------
NET DECREASE IN CASH AND CASH EQUIVALENTS (16) (6,707)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 96,782 117,359
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 96,766 $ 110,652
========= =========
<PAGE>
OGDEN CORPORATION AND SUBSIDIARIES
MARCH 31, 1996
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.
In connection with its restructuring plan, Ogden sold in the first quarter
of 1996 the laboratory business (ATI) of Ogden Environmental and Energy
Services (OEES) and W. J. Schafer. The Professional Services group was sold
in April 1996. In addition, the environmental business of OEES was
transferred to Ogden Projects, Inc. as of January 1, 1996.
The accompanying financial statements have been reclassified as to certain
amounts to conform with the 1996 presentation.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS:
Operations:
Revenues for the first three months of 1996 were $18,300,000 higher than the
comparable period of 1995, primarily reflecting increased revenues of
$25,100,000 in Entertainment Services primarily due to new contracts at the
General Motors Place, the Target Center and the Corel Centre, as well as
increased customer activity including the start-up of operations in the
United Kingdom; $15,700,000 in Technology Services primarily due to Atlantic
Design reflecting the start-up of operations in Ireland and Mexico;
$6,900,000 in Waste-to-Energy Services primarily reflecting operations of
the Montgomery County and Onondaga County facilities which commenced
operations in August and March 1995, respectively. These increases were
partially offset by reduced revenues of $23,800,000 in construction services
primarily reflecting the completion of the Montgomery County Facility in
August 1995 and no other new facility construction during the period; and
$7,100,000 in Ogden Environmental Services primarily due to the sale of its
Laboratory Services business in the first quarter of 1996.
Consolidated Operating income for the first three months of 1996 was
$3,100,000 lower than the comparable period of 1995, primarily due to
reduced income of $4,700,000 in construction activities resulting from the
completion of the Montgomery County facility in August 1995 and reduced
activity at the Detroit facility and $1,400,000 in Aviation Services,
primarily reflecting reduced ground services operations. These decreases
were partially offset by increased earnings of $2,700,000 in Entertainment
Services, primarily due to new contracts and increased customer activity;
$1,700,000 in Waste-to-Energy Services (service revenues less operating
costs and debt service charges) primarily due to the full commercial
operations of the Montgomery County and Onondaga County facilities.
<PAGE>
Debt service charges for the first three months of 1996 were $2,200,000
higher than the comparable period of 1995 due primarily to debt service
costs on the Onondaga facility which commenced commercial operations in
March 1995. The corporation has three fixed interest rate swap agreements
entered into as hedges against interest rate exposure on three series of
adjustable-rate project debt resulted in additional debt service of $250,000
in the first quarter of 1996 and lower debt service of $15,000 in the
comparable period of 1995.
Interest income for the first quarter of 1996 was $900,000 lower than the
comparable period of 1995, principally reflecting the sale of marketable
securities during late 1995. Interest expense was $300,000 higher chiefly
associated with increased borrowings and a net increase of $230,000 in
interest costs on two interest rate swap agreements covering notional
amounts of $100,000,000 and $7,500,000, respectively. The first swap
agreement expires on December 16, 1998 and was entered into in order to
convert Ogden's fixed-rate $100,000,000 9.25% debentures into variable rate
debt. The second swap expires November 30, 2000 and was entered into in
December 1995 in order to convert Ogden's $7,500,000 variable rate debt to a
fixed rate. During the first three months of 1996, Ogden received $30,000
on these swap agreements, while in the first quarter of 1995 Ogden paid
$200,000 on the $100,000,000 swap agreement.
Equity in net income of investees and joint ventures for the first three
months of 1996 was $2,300,000 lower than the comparable period of 1995
primarily reflecting lower earnings of $1,600,000 in Independent Power Joint
Venture operations due to reduced prices and power sales; and $700,000 in
the Services Segment primarily due to the start up of Entertainment Services
Joint Venture operations in Argentina and seasonal losses at other new
venues.
The effective income tax rate for the three months ended March 31, 1996 was
42% compared with 44% for the comparable period of 1995. This 2% decrease
in the tax rate is due primarily to reduced overall foreign tax rates
reflecting lower non-deductible foreign losses and the use of foreign tax
loss carryforwards.
Capital Investments and Commitments: During the first three months of 1996,
capital investments amounted to $13,600,000, of which $5,400,000, inclusive
of restricted funds transferred from funds held in trust, was for Projects'
waste-to-energy operations and $8,200,000 was for normal replacement and
growth in Services' and Projects' operations.
At March 31, 1996, capital commitments amounted to $53,900,000 for normal
replacement, modernization, and growth in Services' ($40,000,000) and
Projects' ($13,900,000) operations. In addition, compliance with recently
promulgated standards and guidelines under the Clean Air Act Amendments of
1990 may require additional capital expenditures of $30,000,000 during the
next four years.
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.
<PAGE>
During 1994, a subsidiary of the Corporation entered into a 30-year facility
management contract pursuant to which it agreed to advance funds to a
customer, if necessary, 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. In
addition, at March 31, 1996, the Corporation has guaranteed indebtedness of
$12,600,000 of an affiliate and principal tenant of this customer. The
Corporation increased this guaranty to $16,100,000 in April 1996. Ogden
continues as guarantor of surety bonds and letters of credit totaling
approximately $17,500,000 on behalf of International Terminal Operating Co. Inc.
and has guaranteed borrowings of certain customers amounting to approximately
$27,700,000. Management does not expect that these arrangements will have a
material adverse effect on Ogden's Consolidated Financial Statements.
Liquidity/Cash Flow: Net cash provided from operating activities was
$12,500,000 higher, primarily due to a $7,600,000 decrease in accounts
receivable primarily reflecting the sale of the ATI laboratories and W. J.
Schafer in the first quarter, increased cash flows generated from operations
of $4,000,000 and a $3,400,0000 increase in retainage payable; offset in
part by a $4,700,000 increase in inventory and a decrease in other
liabilities.
Net cash used in investing activities was $6,000,000 lower primarily
reflecting $8,500,000 proceeds from the sale of business; $6,900,000 lower
costs of acquisitions; $13,400,000 in reduced investments in Waste-to-
Energy facilities and other capital expenditures; partially offset by
reduced proceeds from the sale of marketable securities of $23,900,000.
Net cash used in financing activities increased $11,800,000 primarily due to
lower borrowings of $6,400,000 and $4,200,000 increased debt payments.
Exclusive of changes in waste-to-energy facility construction activities,
the Corporation's various types of contracts are not expected to have a
material affect on liquidity. Debt service associated with project debt,
which is an explicit component of a client community's obligation under its
service agreement, is paid as it is billed and collected. Cash required for
investing and financing activities is expected to be satisfied from
operating activities; available funds, including short-term investments;
proceeds from the sale of noncore businesses; and the Corporation's unused
credit facilities to the extent needed. At March 31, 1996, the Corporation
had $97,279,000 in cash, cash equivalents, and marketable securities and
unused revolving credit lines of $148,200,000.
<PAGE>
Three Months Ended March 31,
Information Concerning Business Segments 1996 1995
- ----------------------------------------------------------------------------
(In Thousands of Dollars)
Revenues:
Services:
Aviation Services $ 108,316 $ 112,826
Entertainment Services 76,537 51,483
Technology Services 74,780 59,062
Facility Management Services 95,182 89,357
Other Services 2,105 1,976
--------- ---------
Total Services 356,920 314,704
--------- ---------
Projects:
Waste-To-Energy 123,309 116,432
Independent Power 13,495 13,453
Environmental Services 26,362 33,497
Water and Wastewater 425 343
Construction Activities 161 23,979
--------- ---------
Total Projects 163,752 187,704
--------- ---------
Total Revenues $ 520,672 $ 502,408
========= =========
Income From Operations:
Services $ 13,038 $ 11,652
Projects 9,136 13,872
--------- ---------
Total Income from Operations 22,174 25,524
Equity in net income of investees
and joint ventures:
Services 133 832
Projects (270) 1,346
--------- ---------
Total 22,037 27,702
Corporate unallocated expenses-net (2,346) (2,979)
Corporate interest-net (4,492) (3,307)
--------- ---------
Income Before Income Taxes and
Minority Interest $ 15,199 $ 21,416
========= =========
<PAGE>
Item 1. Legal Proceedings
Ogden Corporation and its subsidiaries (the "Company")
are parties 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.
As previously disclosed, Ogden was the defendant in
actions brought in state court in Fort Worth and Houston, Texas
by several individuals who claimed that Ogden had breached its
obligations to them to develop a hazardous waste facility. In
March 1995, the Fort Worth court entered partial summary judgment
for the plaintiffs (the "Fort Worth Plaintiffs") in that action
on the issue of whether Ogden had breached its contractual
obligations. Subsequently, the Houston case was abated and the
plaintiffs in that case (the "Intervening Plaintiffs") intervened
in the Fort Worth action. In October 1995 the Company settled
with the Fort Worth Plaintiffs, pursuant to which the summary
judgment was vacated. In February 1996, the Intervening
Plaintiffs and Ogden reached an oral agreement to settle their
action as well. A definitive settlement agreement is being
prepared.
(b) Environmental Matters
The Company conducts regular inquiries of its
subsidiaries regarding litigation and environmental violations
which include determining the nature, amount and likelihood of
liability for any such claims, potential claims or threatened
litigation.
In the ordinary course of its business, the Company may
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 a Company subsidiary
operates. Such proceedings also include actions brought by
individuals or local governmental authorities seeking to overrule
governmental decisions on matters relating to the subsidiaries'
operations in which the subsidiary may be, but is not
necessarily, a party. Most proceedings brought against the
Company by governmental authorities or private parties under
these laws relate to alleged technical violations of regulations,
licenses, or permits pursuant to which a subsidiary operates.
The Company believes that such proceedings will not have a
material adverse effect on the Company on a consolidated basis.
<PAGE>
The Company's operations are subject to various
Federal, state and local environmental laws and regulations,
including the Clean Air Act, the Clean Water Act, the
Comprehensive Environmental Response Compensation and Liability
Act (CERCLA) and Resource Conservation and Recovery Act (RCRA).
Although the Company operations are occasionally subject to
proceedings and orders pertaining to emissions into the
environment and other environmental violations, the Company
believes that it is in substantial compliance with existing
environmental laws and regulations.
In connection with certain previously divested
operations, the Company may be identified, along with other
entities, as being among potentially responsible parties
responsible for contribution for costs associated with the
correction and remediation of environmental conditions at various
hazardous waste disposal sites subject to CERCLA. In certain
instances the Company may be exposed to joint and several
liability for remedial action or damages. The Company's ultimate
liability in connection with such environmental claims will
depend on many factors, including its volumetric share of waste,
the total cost of remediation, the financial viability of other
companies that also sent waste to a given site and its
contractual arrangement with the purchaser of such operations.
The potential costs related to such matters and the
possible impact on future operations are uncertain due in part to
the complexity of government laws and regulations and their
interpretations, the varying costs and effectiveness of cleanup
technologies, the uncertain level of insurance or other types of
recovery, and the questionable level of the Company's
responsibility. Although the ultimate outcome and expense of
environmental remediation is uncertain, the Company believes that
required remediation and continuing compliance with environmental
laws will not have a material adverse effect on the Company on a
consolidated basis.
<PAGE>
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.*
4 Instruments Defining Rights of Security Holders.
4.1 Fiscal Agency Agreement between Ogden and Bankers Trust
Company, dated as of June 1, 1987 and Offering Memorandum
dated June 12, 1987, relating to U.S. $85 million Ogden
6% Convertible Subordinated Debentures, Due 2002.*
4.2 Fiscal Agency Agreement between Ogden and Bankers Trust
Company, dated as of October 15, 1987, and Offering
Memorandum, dated October 15, 1987, relating to U.S. $75
million Ogden 5-3/4% Convertible Subordinated Debentures,
Due 2002.*
4.3 Indenture dated as of March 1, 1992 from Ogden
Corporation to The Bank of New York, Trustee, relating to
Ogden's $100 million debt offering.*
10 Material Contracts
<PAGE>
10.1 Credit Agreement by and among Ogden, The Bank of New
York, as Agent and the signatory Lenders thereto dated as
of September 20, 1993.*
10.2 Rights Agreement between Ogden Corporation and
Manufacturers Hanover Trust Company, dated as of
September 20, 1990.*
10.3 Executive Compensation Plans and Agreements.
(a) Ogden Corporation 1986 Stock Option Plan.*
(b) Ogden Corporation 1990 Stock Option Plan.*
(i) Ogden Corporation 1990 Stock Option Plan as
Amended and Restated as of January 19, 1994.*
(c) Ogden Services Corporation Executive Pension Plan.*
(d) Ogden Services Corporation Select Savings Plan.*
(i) Ogden Services Corporation Select Savings Plan
Amendment and Restatement as of January 1,
1995.*
(e) Ogden Services Corporation Select Savings Plan
Trust.*
(i) Ogden Services Corporation Select Savings Plan
Trust Amendment and Restatement as of January
1, 1995.*
(f) Ogden Services Corporation Executive Pension Plan
Trust.*
(g) Changes effected to the Ogden Profit Sharing Plan
effective January 1, 1990.*
(h) Employment Letter Agreement between Ogden and an
executive officer dated January 30, 1990.*
(i) Employment Agreement between R. Richard Ablon and
Ogden dated as of May 24, 1990.*
<PAGE>
(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.*
<PAGE>
(u) Ogden Projects Employees' Stock Option Plan.*
(i) Amendment dated as of December 29, 1994, to the
Ogden Projects Employees' Stock Option Plan.*
(v) Ogden Projects Core Executive Benefit Program.*
(w) Ogden Corporation CEO Formula Bonus Plan.*
(x) Form of amendments to the Ogden Projects, Inc.
Pension Plan and Profit Sharing Plans effective as
of January 1, 1994.*
(i) Form of amended Ogden Projects Profit Sharing
Plan effective as of January 1, 1994 and
incorporated herein by reference.*
(ii) Form of amended Ogden Projects Pension Plan,
effective as of January 1, 1994 and
incorporated herein by reference.*
10.4 First Amended and Restated Ogden Corporation Guaranty
Agreement made as of January 30, 1992 by Ogden
Corporation for the benefit of Mission Funding Zeta and
Pitney Bowes Credit Corporation.*
10.5 Ogden Corporation Guaranty Agreement made as of January
30, 1992 by Ogden Corporation for the benefit of Allstate
Insurance Company and Ogden Martin Systems of Huntington
Resource Recovery Nine Corp.*
11 Detail of Computation of Earnings applicable to Common
Stock.
27 Financial Data Schedule (EDGAR Filing Only).
* Incorporated by reference as set forth in the Exhibit Index of this Form
10-Q.
(b) Reports on Form 8-K
There were no Form 8-K Current Reports filed during the First
Quarter of 1996.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities 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 14, 1996 By: /s/ Philip G. Husby
___________________________
Philip G. Husby
Senior Vice President and
Chief Financial Officer
Date: May 14, 1996 By: /s/ Robert M. DiGia
___________________________
Robert M. DiGia
Vice President,
Controller and Chief
Accounting Officer
<PAGE>
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
------- ----------------------- ------------------
2 Plan of Acquisition,
Reorganization Arrangement,
Liquidation or Succession.
2.1 Agreement and Plan of Merger, Filed as Exhibit 2 to Ogden's
dated as of October 31, 1989, Form S-4 Registration Statement
among Ogden, ERCI Acquisition File No. 33-32155, and
Corporation and ERC International incorporated herein by
Inc. reference.
2.2 Agreement and Plan of Merger Filed as Exhibit (10)(x) to
among Ogden Corporation, ERC Ogden's Form 10-K for the
International Inc., ERC fiscal year ended December 31,
Acquisition Corporation and 1990 and incorporated herein
ERC Environmental and Energy by reference.
Services Co., Inc. dated as of
January 17, 1991.
2.3 Amended and Restated Agreement Filed as Exhibit 2 to Ogden's
and Plan of Merger among Ogden Form S-4 Registration Statement
Corporation, OPI Acquisition File No. 33-56181 and
Corporation sub. and Ogden incorporated herein by
Projects, Inc. dated as of reference.
September 27, 1994.
3 Articles of Incorporation and
By-Laws.
3.1 Ogden's Restated Certificate Filed as Exhibit (3)(a)
of Incorporation as amended. to Ogden's Form 10-K for the
fiscal year ended December 31,
1988 and incorporated herein
by reference.
3.2 Ogden's By-Laws, as amended. Filed as Exhibit 3.2 to Ogden's
Form 10-Q for the quarterly
period ended June 30, 1995 and
incorporated herein by
reference.
4 Instruments Defining Rights of
Security Holders.
4.1 Fiscal Agency Agreement between Filed as Exhibits (C)(3) and
Ogden and Bankers Trust Company, (C)(4) to Ogden's Form 8-K
dated as of June 1, 1987 and filed with the Securities and
Offering Memorandum dated June Exchange Commission on July 7,
12, 1987, relating to U.S. 1987 and incorporated herein
$85 million Ogden 6% Convertible by reference.
Subordinated Debentures, Due 2002.
<PAGE>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
------- ----------------------- ------------------
4.2 Fiscal Agency Agreement between Filed as Exhibit (4) to Ogden's
Ogden and Bankers Trust Company, Form S-3 Registration Statement
dated as of October 15, 1987, filed with the Securities and
and Offering Memorandum, dated Exchange Commission on December
October 15, 1987, relating to 4, 1987, Registration No.
U.S. $75 million Ogden 5-3/4% 33-18875, and incorporated
Convertible Subordinated herein by reference.
Debentures, Due 2002.
4.3 Indenture dated as of March 1, Filed as Exhibit (4)(C) to
1992 from Ogden Corporation to Ogden's Form 10-K for fiscal
The Bank of New York, Trustee, year ended December 31, 1991,
relating to Ogden's $100 million and incorporated herein by
debt offering. reference.
10 Material Contracts
10.1 Credit Agreement by and among Filed as Exhibit No. 10.2 to
Ogden, The Bank of New York, as Ogden's Form 10-K for fiscal
Agent and the signatory Lenders year ended December 31, 1993,
thereto dated as of September 20, and incorporated herein by
1993. reference.
10.2 Rights Agreement between Ogden Filed as Exhibit (10)(h) to
Corporation and Manufacturers Ogden's Form 10-K for the
Hanover Trust Company, dated as fiscal year ended December 31,
of September 20, 1990. 1990 and incorporated herein
by reference.
10.3 Executive Compensation Plans and
Agreements.
(a) Ogden Corporation 1986 Filed as Exhibit (10)(k) to
Stock Option Plan. Ogden's Form 10-K for the
fiscal year ended December 31,
1985 and incorporated herein
by reference.
(b) Ogden Corporation 1990 Filed as Exhibit (10)(j) to
Stock Option Plan. Ogden's Form 10-K for the
fiscal year ended December 31,
1990 and incorporated herein
by reference.
(i) Ogden Corporation 1990 Filed as Exhibit 10.6(b)(i) to
Stock Option Plan as Ogden's Form 10-Q for the
Amended and Restated as of quarterly period ended
January 19, 1994. September 30, 1994 and
incorporated herein by
reference.
<PAGE>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
------- ----------------------- ------------------
(c) Ogden Services Corporation Filed as Exhibit (10)(k) to
Executive Pension Plan. Ogden's Form 10-K for the
fiscal year ended December 31,
1990 and incorporated herein
by reference.
(d) Ogden Services Corporation Filed as Exhibit (10)(l) to
Select Savings Plan. Ogden's Form 10-K for the
fiscal year ended December 31,
1990 and incorporated herein
by reference.
(i) Ogden Services Corporation Filed as Exhibit 10.7(d)(i) to
Select Savings Plan Ogden's Form 10-K for the
Amendment and Restatement fiscal year ended December 31,
as of January 1, 1995. 1994 and incorporated herein by
reference.
(e) Ogden Services Corporation Filed as Exhibit (10)(m) to
Select Savings Plan Trust. Ogden's Form 10-K for the
fiscal year ended December 31,
1990 and incorporated herein
by reference.
(i) Ogden Services Corporation Filed as Exhibit 10.7(e)(i) to
Select Savings Plan Trust Ogden's Form 10-K for the fiscal
Amendment and Restatement fiscal year ended December 31,
as of January 1, 1995. 1994 and incorporated herein by
reference.
(f) Ogden Services Corporation Filed as Exhibit (10)(n) to
Executive Pension Plan Trust. Ogden's Form 10-K for the
fiscal year ended December 31,
1990 and incorporated herein
by reference.
(g) Changes effected to the Ogden Filed as Exhibit (10)(o) to
Profit Sharing Plan effective Ogden's Form 10-K for the
January 1, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(h) Employment Letter Agreement Filed as Exhibit (10)(p) to
between Ogden and an executive Ogden's Form 10-K for the
officer dated January 30, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(i) Employment Agreement between Filed as Exhibit (10)(r) to
R. Richard Ablon and Ogden Ogden's Form 10-K for the
dated as of May 24, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(i) Letter Amendment to Filed as Exhibit (10)(r)(i)
Employment Agreement to Ogden's Form 10-K for the
between Ogden Corporation fiscal year ended December 31,
and R. Richard Ablon, dated 1990 and incorporated herein
as of October 11, 1990. by reference.
<PAGE>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
------- ----------------------- ------------------
(j) Employment Agreement between Filed as Exhibit (10)(s) to
Ogden and C. G. Caras dated Ogden's Form 10-K for the
as of July 2, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(i) Letter Amendment to Filed as Exhibit (10)(s)(i)
Employment Agreement to Ogden's Form 10-K for the
between Ogden Corporation fiscal year ended December 31,
and C. G. Caras, dated as 1990 and incorporated herein
of October 11, 1990. by reference.
(k) Employment Agreement between Filed as Exhibit (10)(t) to
Ogden and Philip G. Husby, Ogden's Form 10-K for the
dated as of July 2, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(l) Termination Letter Agreement Filed as Exhibit (10)(v) to
between Maria P. Monet and Ogden Ogden's Form 10-K for the
dated as of October 22, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(m) Letter Agreement between Ogden Filed as Exhibit 10.2 (p) to
Corporation and Ogden's Chairman Ogden's Form 10-K for fiscal
of the Board, dated as of year ended December 31, 1991
January 16, 1992. and incorporated herein by
reference.
(n) Employment Agreement between Filed as Exhibit 10.2 (q) to
Ogden Corporation and Ogden's Ogden's Form 10-K for fiscal
Chief Accounting Officer dated year ended December 31, 1991
as of December 18, 1991. and incorporated herein by
reference.
(o) Employment Agreement between Filed as Exhibit 10.8(o) to
Scott G. Mackin and Ogden Ogden's Form 10-K for fiscal
Projects, Inc. dated as of year ended December 31, 1993
January 1, 1994. and incorporated herein by
reference.
(p) Ogden Corporation Profit Sharing Filed as Exhibit 10.8(p) to
Plan. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(i) Ogden Profit Sharing Plan Filed as Exhibit 10.8(p)(i) to
as amended and restated Ogden's Form 10-K for fiscal
January 1, 1991 and as in year ended December 31, 1993
effect through January 1, and incorporated herein by
1993. reference.
<PAGE>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
------- ----------------------- ------------------
(ii) Ogden Profit Sharing Plan Filed as Exhibit 10.7(p)(ii) to
as amended and restated Ogden's Form 10-K for fiscal
effective as of January 1, year ended December 31, 1994 and
1995. incorporated herein by
reference.
(q) Ogden Corporation Core Executive Filed as Exhibit 10.8(q) to
Benefit Program. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(r) Ogden Projects Pension Plan. Filed as Exhibit 10.8(r) to
Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(s) Ogden Projects Profit Sharing Filed as Exhibit 10.8(s) to
Plan. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(t) Ogden Projects Supplemental Filed as Exhibit 10.8(t) to
Pension and Profit Sharing Plans. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(u) Ogden Projects Employees' Stock Filed as Exhibit 10.8(u) to
Option Plan. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(i) Amendment dated as of Filed as Exhibit 10.7(u)(i)
December 29, 1994, to the to Ogden's Form 10-K for fiscal
Ogden Projects Employees' year ended December 31, 1994
Stock Option Plan. and incorporated herein by
reference.
(v) Ogden Projects Core Executive Filed as Exhibit 10.8(v) to
Benefit Program. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(w) Ogden Corporation CEO Formula Filed as Exhibit 10.6(w) to
Bonus Plan. Ogden's Form 10-Q for quarterly
period ended September 30, 1994
and incorporated herein by
reference.
<PAGE>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
------- ----------------------- ------------------
(x) Form of amendments to the Ogden Filed as Exhibit 10.8(w) to
Projects, Inc. Pension Plan and Ogden's Form 10-K for fiscal
Profit Sharing Plans effective as year ended December 31, 1993
of January 1, 1994. and incorporated herein by
reference.
(i) Form of amended Ogden Filed as Exhibit 10.7(w)(i) to
Projects Profit Sharing Ogden's Form 10-K for fiscal
Plan effective as of year ended December 31, 1994
January 1, 1994 and and incorporated herein by
incorporated herein by reference.
reference.
(ii) Form of amended Ogden Filed as Exhibit 10.7(w)(ii) to
Projects Pension Plan, Ogden's Form 10-K for fiscal
effective as of January 1, year ended December 31, 1994
1994 and incorporated and incorporated herein by
herein by reference. reference.
10.4 First Amended and Restated Filed as Exhibit 10.3 (b) (i)
Ogden Corporation Guaranty to Ogden's Form 10-K for
Agreement made as of January 30, fiscal year ended December 31,
1992 by Ogden Corporation for 1991 and incorporated herein
the benefit of Mission Funding by reference.
Zeta and Pitney Bowes Credit
Corporation.
10.5 Ogden Corporation Guaranty Filed as Exhibit 10.3 (b) (iii)
Agreement made as of January to Ogden's Form 10-K for
30, 1992 by Ogden Corporation fiscal year ended December 31,
for the benefit of Allstate 1991 and incorporated herein
Insurance Company and Ogden by reference.
Martin Systems of Huntington
Resource Recovery Nine Corp.
11 Ogden Corporation and Transmitted herewith as
Subsidiaries Detail of Exhibit 11.
Computation of Earnings
Applicable to Common Stock.
27 Financial Data Schedule. Transmitted herewith as
Exhibit 27.
<PAGE>
EXHIBIT 11
----------
OGDEN CORPORATION AND SUBSIDIARIES
DETAIL OF COMPUTATION OF EARNINGS APPLICABLE TO COMMON STOCK
FOR THE THREE MONTHS
ENDED
MARCH 31,
----------------------
1996 1995
---------- --------
(In Thousands)
NUMBER OF SHARES USED FOR COMPUTATION OF
EARNINGS PER SHARE:
Average number of common shares 49,546 49,314
======== =========
NUMBER OF SHARES USED FOR COMPUTATION OF
EARNINGS PER SHARE ASSUMING FULL DILUTION:
Average number of common shares 49,546 49,314
Shares issuable for conversion of preferred stock 295 316
-------- ---------
Number of shares used for computation 49,841 49,630
======== =========
COMPUTATION OF EARNINGS APPLICABLE TO COMMON SHARES:
Net income $ 9,288 $ 12,092
Less: dividends on Ogden preferred stock (41) (44)
-------- ---------
Consolidated income applicable to Ogden common stock $ 9,247 $ 12,048
======== =========
COMPUTATION OF EARNINGS APPLICABLE TO COMMON SHARES-
ASSUMING FULL DILUTION:
Consolidated income applicable to Ogden common stock $ 9,288 $ 12,092
======== =========
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> <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 THREE MONTHS ENDED MARCH 30, 1996 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-START> JAN-01-1996
<PERIOD-END> MAR-31-1996
<CASH> 96,766
<SECURITIES> 513
<RECEIVABLES> 625,575
<ALLOWANCES> 36,025
<INVENTORY> 42,275
<CURRENT-ASSETS> 917,325
<PP&E> 2,387,459
<DEPRECIATION> 527,028
<TOTAL-ASSETS> 3,629,605
<CURRENT-LIABILITIES> 504,215
<BONDS> 2,052,142
<COMMON> 24,815
0
49
<OTHER-SE> 516,577
<TOTAL-LIABILITY-AND-EQUITY> 3,629,605
<SALES> 138,655
<TOTAL-REVENUES> 520,672
<CGS> 122,311
<TOTAL-COSTS> 343,399
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 745
<INTEREST-EXPENSE> 7,521
<INCOME-PRETAX> 15,199
<INCOME-TAX> 6,384
<INCOME-CONTINUING> 9,288
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 9,288
<EPS-PRIMARY> $0.19
<EPS-DILUTED> $0.19
</TABLE>
