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, 1998
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, 1998; 50,351,560 shares of Common Stock, $.50 par value
per share.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED
MARCH 31,
--------------------------
1998 1997
--------- ---------
(In Thousands of Dollars,
Except per Share Data)
Service revenues $ 260,209 $ 280,544
Net sales 115,822 134,285
Construction revenues 3,332
Net gain on sale of businesses 5,512 12,225
--------- ---------
Total revenues 384,875 427,054
--------- ---------
Operating costs and expenses 195,792 224,749
Costs of goods sold 108,739 123,905
Construction costs 2,933
Selling, administrative and general
expenses 29,021 29,768
Debt service charges 25,121 25,862
--------- ---------
Total costs and expenses 361,606 404,284
--------- ---------
Consolidated operating income 23,269 22,770
Equity in net income of investees and
joint ventures 397 840
Interest income 3,540 4,259
Interest expense (8,596) (7,804)
Other income (deductions)-net 289 (483)
--------- ---------
Income before income taxes and
minority interests 18,899 19,582
Less: income taxes 6,709 8,420
minority interests 490 385
--------- ---------
Net income $ 11,700 $ 10,777
========= =========
BASIC EARNINGS PER SHARE $ .23 $ .22
========= =========
DILUTED EARNINGS PER SHARE $ .23 $ .21
========= =========
<PAGE>
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31,
-------------------------------
1998 1997
-------- --------
(In Thousands of Dollars)
<S> <C> <C> <C> <C>
Net Income
$ 11,700 $ 10,777
-------- --------
Other comprehensive income (loss) before taxes:
Foreign currency translation adjustments $(261) $(3,798)
Less: reclassification adjustment relating
to sale of foreign investments included in
net income (235) (496) 57 (3,741)
---- --
Unrealized gains (losses) on securities:
Unrealized holding gains (losses) arising
during period 93 (5)
-------- --------
Other comprehensive loss before taxes (403) (3,746)
Income tax expense (benefit) related to items
of other comprehensive income (45) 25
-------- --------
Other comprehensive loss, net of taxes (358) (3,771)
-------- --------
Comprehensive income $ 11,342 $ 7,006
======== ========
</TABLE>
<PAGE>
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
MARCH 31, DECEMBER 31,
1998 1997
----------- -----------
(In Thousands of Dollars)
ASSETS
Current Assets:
Cash and cash equivalents $ 108,980 $ 185,671
Restricted funds held in trust 91,888 103,882
Receivables (less allowances: 1998,
$20,562 and 1997, $20,207) 377,791 393,185
Inventories 33,282 34,235
Deferred income taxes 56,690 56,690
Other 63,766 58,408
----------- -----------
Total current assets 732,397 832,071
Property, plant and equipment-net 1,943,481 1,947,547
Restricted funds held in trust 215,283 206,013
Unbilled service and other receivables
(less allowances: 1998 and 1997, $3,000) 176,365 174,962
Unamortized contract acquisition costs 139,234 136,462
Goodwill and other intangible assets 81,777 79,889
Other assets 312,712 262,351
----------- -----------
Total Assets $ 3,601,249 $ 3,639,295
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Current liabilities:
Current portion of long-term debt $ 24,491 $ 19,696
Current portion of project debt 70,600 68,052
Dividends payable 15,733 15,721
Accounts payable 92,638 109,719
Federal and foreign income taxes payable 3,350 1,913
Accrued expenses, etc 249,974 267,874
Deferred income 41,844 42,962
----------- -----------
Total current liabilities 498,630 525,937
Long-term debt 373,803 354,032
Project debt 1,402,951 1,424,648
Deferred income taxes 383,713 383,341
Other liabilities 206,781 208,179
Minority interests 26,628 28,417
Convertible subordinated debentures 148,650 148,650
----------- -----------
Total liabilities 3,041,156 3,073,204
----------- -----------
Shareholders' Equity:
Serial cumulative convertible preferred
stock, par value $1.00 per share;
authorized 4,000,000 shares; shares
outstanding: 43,566 in 1998 and
44,346 in 1997, net of treasury
shares of 29,820 in 1998 and 1997,
respectively 44 45
Common stock, par value $.50 per share;
authorized, 80,000,000 shares; shares out-
standing: 50,351,560 in 1998 and 50,295,123
in 1997, net of treasury shares of 3,095,023
and 3,135,123 in 1998 and 1997, respectively 25,175 25,147
Capital surplus 210,622 212,383
Earned surplus 339,179 343,237
Cumulative translation adjustment-net (14,123) (13,862)
Pension liability adjustment (324) (324)
Net unrealized loss on securities
available for sale (480) (535)
----------- -----------
Total Shareholders' Equity 560,093 566,091
----------- -----------
Total Liabilities and Shareholders' Equity $ 3,601,249 $ 3,639,295
=========== ===========
<PAGE>
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>
Three Months Ended Year Ended
March 31, 1998 December 31, 1997
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 74,166 $ 75 77,509 $ 78
Shares converted into common stock (780) (1) (3,343) (3)
------------ ------------ ------------ ------------
Total 73,386 74 74,166 75
Treasury shares (29,820) (30) (29,820) (30)
------------ ------------ ------------ ------------
Balance at end of period (aggregate
involuntary liquidation value - 1998
$878) 43,566 44 44,346 45
------------ ------------ ------------ ------------
Common Stock, Par Value $.50 Per Share;
Authorized, 80,000,000 Shares:
Balance at beginning of period 53,430,246 26,715 53,350,650 26,675
Exercise of stock options 11,680 6 59,640 30
Conversion of preferred shares 4,657 2 19,956 10
------------ ------------ ------------ ------------
Total 53,446,583 26,723 53,430,246 26,715
------------ ------------ ------------ ------------
Treasury shares at beginning of period 3,135,123 1,568 3,606,123 1,803
Purchase of treasury shares 339,900 170
Exercise of stock options (380,000) (190) (471,000) (235)
------------ ------------ ------------ ------------
Treasury shares at end of period 3,095,023 1,548 3,135,123 1,568
------------ ------------ ------------ ------------
Balance at end of period 50,351,560 25,175 50,295,123 25,147
------------ ------------ ------------ ------------
Capital Surplus:
Balance at beginning of period 212,383 202,162
Exercise of stock options 7,418 10,228
Purchase of treasury shares (9,178)
Conversion of preferred shares (1) (7)
------------ ------------
Balance at end of period 210,622 212,383
------------ ------------
Earned Surplus:
Balance at beginning of period 343,237 330,302
Net income 11,700 75,673
------------ ------------
Total 354,937 405,975
------------ ------------
Preferred dividends-per share 1998,
$.8376, 1997, $3.35 37 152
Common dividends-per share 1998, $.3125,
1997, $1.25 15,721 62,586
------------ ------------
Total Dividends 15,758 62,738
------------ ------------
Balance at end of period 339,179 343,237
------------ ------------
Cumulative Translation Adjustment-Net (14,123) (13,862)
------------ ------------
Pension Liability Adjustment (324) (324)
------------ ------------
Net Unrealized Loss on Securities
Available For Sale (480) (535)
------------ ------------
TOTAL SHAREHOLDERS' EQUITY $ 560,093 $ 566,091
============ ============
</TABLE>
<PAGE>
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
MARCH 31,
----------------------
1998 1997
--------- ---------
(In Thousands of Dollars)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 11,700 $ 10,777
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
Depreciation and amortization 27,197 25,851
Deferred income taxes 3,533 2,485
Other (6,873) (10,013)
Management of Operating Assets and Liabilities:
Decrease (Increase) in Assets:
Receivables 14,232 70,409
Inventory (178) (3,649)
Other assets (23,159) 4,122
Increase (Decrease) in Liabilities:
Accounts payable (16,428) 11,246
Accrued expenses (15,568) (25,357)
Deferred income (1,242) (3,592)
Other liabilities (4,449) (7,155)
--------- ---------
Net cash (used) provided by operating
activities (11,235) 75,124
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of businesses 4,267 30,500
Proceeds from sale of property, plant and equipment 811 1,384
Investments in Energy facilities (4,889) (5,982)
Other capital expenditures (19,296) (17,731)
Decrease in other receivable 1,520 1,040
Distributions from investees and joint ventures 3,569
Increase in investment in and advances to
Investees and joint ventures (40,555) (17,499)
--------- ---------
Net cash used in investing activities (54,573) (8,288)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Other new debt 26,213 19,489
Decrease (Increase) in funds held in trust 2,722 (3,954)
Payment of debt (20,910) (18,720)
Dividends paid (15,746) (15,585)
Purchase of treasury shares (9,348)
Proceeds from exercise of stock options 7,614 4,127
Other (1,428) (1,362)
--------- ---------
Net cash used in financing activities (10,883) (16,005)
--------- ---------
NET (DECREASE) INCREASE IN CASH AND CASH
EQUIVALENTS (76,691) 50,831
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 185,671 140,824
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 108,980 $ 191,655
========= =========
</TABLE>
<PAGE>
OGDEN CORPORATION AND SUBSIDIARIES
MARCH 31, 1998
ITEM 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and, therefore, do not
include all information and footnotes necessary for a fair presentation of
financial position, results of operations, and cash flows in conformity with
generally accepted accounting principles. However, in the opinion of Management,
all adjustments consisting of normal recurring accruals necessary for a fair
presentation of the operating results have been included in the statements.
The accompanying financial statements for prior periods have been reclassified
as to certain amounts to conform with the 1998 presentation.
<PAGE>
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS:
Revenues and income from operations (expressed in thousand of dollars) by
segment for the three months ended March 31, 1998 and 1997 were as follows:
1998 1997
--------- ---------
(In Thousands of Dollars)
Revenues:
Entertainment $ 93,331 $ 79,831
Aviation 80,286 100,478
Energy 183,208 165,314
Other 28,050 81,431
--------- ---------
Total Revenues $ 384,875 $ 427,054
========= =========
Income (Loss) from Operations:
Entertainment $ 5,671 $ 3,398
Aviation 7,610 6,071
Energy 15,577 11,885
Other (12) 7,053
--------- ---------
Total Income from Operations 28,846 28,407
Equity in net income (loss) of investees
and joint ventures:
Entertainment (1,088) (547)
Aviation 1,028 1,018
Energy 457 236
Other 133
--------- ---------
Total 29,243 29,247
Corporate unallocated expenses - net (5,288) (6,120)
Corporate interest - net (5,056) (3,545)
--------- ---------
Income Before Income Taxes
and Minority Interest $ 18,899 $ 19,582
========= =========
<PAGE>
Operations:
Revenues for the first three months of 1998 were $42,200,000 less than the
comparable period of 1997. This was primarily due to a decline of $53,400,000 in
the Other segment's revenues chiefly associated with the sales of Facility
Services New York operations in July 1997 and certain operations of Atlantic
Design Company (ADC), a contract manufacturing business late in 1997 and in
early 1998. The Entertainment segment's revenues were $13,500,000 higher
reflecting increased activity at the World Trade Center and the partial start up
of the American Wilderness Zoo and Aquarium(TM) sites in Arizona and Texas, the
acquisition of the Enchanted Castle in 1997 as well as several sports venues and
convention centers. The Aviation segment's revenues were $20,200,000 lower
primarily reflecting the sale of the Miami and Spanish inflight catering
business and certain other ground services operations in 1997. These reductions
in Aviation's revenues were partially offset by the sale of a 5% interest in the
Hong Kong ground services company. The Energy segment's revenues were
$17,900,000 higher primarily due to the acquisition of Pacific Energy, and a 60%
interest in four cogeneration plants in China in late 1997, increased production
at the Edison Bataan facility, and an increase in construction activity due to
the commencement of retrofit activity at three waste-to-energy plants.
Consolidated operating income for the first three months of 1998 was $500,000
higher than the comparable period of 1997. The Entertainment segment's operating
income was $2,300,000 higher primarily reflecting increased activity at the
World Trade Center facility and the partial start up of the American Wilderness
Zoo and Aquarium(TM) sites in Arizona and Texas. The Aviation segment's
operating income was $1,500,000 higher chiefly associated with increased margins
in ground services and fueling facilities and the gain on the sale of a 5%
interest in the Hong Kong ground services company, partially offset by the gain
on the sale of the Miami inflight catering business and certain ground services
operations in the first quarter of 1997. The Energy segment's operating income
was $3,700,000 higher chiefly associated with increased production at the Edison
Bataan facility, and the acquisition of Pacific Energy and a 60% interest in
four cogeneration plants in China in late 1997. These increases were partially
offset by a decrease of $7,100,000 in the Other segment's operating income
chiefly associated with the sale of the investment in Ogden Universal in the
first quarter of 1997.
The Energy segment has three interest rate swap agreements entered into as
hedges against interest rate exposure on three series of adjustable rate project
debt that resulted in additional debt service costs of $247,000 and $236,000 for
the first three months of 1998 and 1997, respectively.
Interest income for the first three months of 1998 was $719,000 lower than the
comparable period of 1997 primarily reflecting the repayment of debt by a
customer and reduced cash and cash equivalents. Interest expense was $792,000
higher chiefly associated with interest on notes payable issued in connection
with the acquisition of Pacific Energy in September 1997. Ogden has two interest
rate swap agreements covering notional amounts of $100,000,000 and $4,300,000,
respectively. The first
<PAGE>
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 agreement expires on November 30, 2000 and was entered
into in order to convert Ogden's $4,300,000 variable rate debt to a fixed rate.
These agreements resulted in additional interest expense of $149,000 and $31,000
for the first three months of 1998 and 1997, respectively.
Equity in net income of investees and joint ventures for the three months ended
March 31, 1998 was $443,000 lower than the comparable period of 1997 chiefly
associated with reduced activity in two Entertainment joint ventures, and the
sale of Universal Ogden in 1997. These decreases were partially offset by the
acquisition of Pacific Energy joint ventures in September 1997.
The effective income tax rate for the first three months of 1998 was 35.5%
compared with 43% for the comparable period of 1997. This decrease of 7.5% was
chiefly associated with higher foreign earnings in countries with lower income
tax rates, and nonconventional fuel tax credits generated by Pacific Energy.
Capital Investments and Commitments: During the first three months of 1998,
capital investments amounted to $24,185,000, of which $4,889,000, inclusive of
restricted funds transferred from funds held in trust, was for Energy facilities
and $19,296,000 was for normal replacement and growth in Entertainment
($10,231,000), Aviation ($7,612,000), Energy ($1,243,000) operations and Other
($210,000).
At March 31, 1998, capital commitments amounted to $115,200,000 which included
$75,700,000 for normal replacement, modernization, and growth in Entertainment
($48,600,000), Aviation ($4,000,000), Energy ($15,600,000), and corporate and
other ($7,500,000) operations. Also included was $39,500,000 for Energy's
coal-fired power project in The Philippines reflecting $20,100,000 for the
remaining mandatory equity contributions, $5,700,000 for contingent equity
contributions, and $13,700,000 for a standby letter of credit in support of debt
service reserve requirements. Funding for the remaining mandatory equity
contribution is being provided through a bank credit facility, which must be
repaid in December 2001. The Corporation also has a $21,000,000 contingent
equity contribution in an Aviation joint venture in Argentina and a $11,400,000
contingent equity contribution in an entertainment venture. In addition,
compliance with standards and guidelines under the Clean Air Act Amendments of
1990 will require further Energy capital expenditures currently estimated at
$40,000,000 by December 2000 subject to the final time schedules determined by
the individual states in which the Company's waste-to-energy facilities are
located.
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. In
connection with certain contractual arrangements, Ogden has agreed to provide
two vendors with specified amounts of
<PAGE>
business over a three and a half-year period. If these amounts are not provided,
the corporation may be liable for prorated damages of up to approximately
$5,700,000. 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 Ogden entered into a 30-year facility management
contract, pursuant to which it agreed to advance funds to a customer and, if
necessary, to assist the customers' refinancing of senior secured debt incurred
in connection with the construction of the facility. During 1997, Ogden
purchased the customers senior secured debt in the amount of $95,000,000, using
borrowed funds, which senior secured debt was subsequently sold and the borrowed
funds repaid. Ogden is obligated to repurchase such senior secured debt in the
amount of $97,050,000 on December 30, 2002 if the debt is not refinanced prior
to that time. Ogden's repurchase obligation is collateralized by bank letters of
credit. Ogden is also required to repurchase the outstanding amount of certain
subordinated secured debt of such customer on December 30, 2002. At March 31,
1998, the amount outstanding was $51,565,000. In addition, the Corporation has
guaranteed indebtedness of $20,683,000 of an affiliate and principal tenant of
this customer, which indebtedness is due in September 1998. Ogden also has
guaranteed borrowings of a customer amounting to approximately $14,400,000 as
well as $20,300,000 of borrowings of joint ventures in which Ogden has an equity
interest. Management does not expect that these arrangements will have a
material adverse effect on Ogden's Consolidated Financial Statements.
Liquidity/Cash Flow: Net cash used in operating activities for the first quarter
of 1998 was $86,359,000 higher than the comparable period of 1997, primarily
reflecting the collection in 1997 of $41,700,000 relating to certain legal
settlements, and an increase in other assets of $27,300,000 primarily reflecting
increased contract acquisition costs, goodwill and prepaid insurance. Net cash
used in investing activities increased $46,300,000 chiefly associated with
additional investments and advances in joint ventures primarily in Argentina,
the Philippines and Peru, and lower proceeds on the sale of businesses. Net cash
used in financing activities was $5,100,000 lower chiefly associated with a
reduction of $6,700,000 in funds held in trust in the Energy group, an increase
in other debt of $6,700,000 and an increase in proceeds of $3,500,000 from the
exercise of stock options. These increases were partially offset by the purchase
of treasury shares of $9,300,000 and increased payment of debt of $2,200,000.
Exclusive of changes in Energy facility construction activities and the
contracts discussed herein, the Corporation's other types of contracts are not
expected to have a material effect 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; proceeds from the sale of
<PAGE>
debt or equity securities; and the Corporation's unused credit facilities to the
extent needed.
At March 31, 1998, the Corporation had $108,980,000 in cash and cash equivalents
and unused revolving credit lines of $206,200,000.
In January 1998, Ogden's Board of Directors reauthorized the purchase of shares
of the Corporation's common stock in an amount up to $100,000,000. Through May
11, 1998, 513,400 shares of common stock were purchased for $14,557,946.
On May 4, 1998, the Corporation signed a definitive agreement to sell its
Aviation catering business to S.C. International Services for $84,800,000. The
transaction is subject to customary government and regulatory approvals.
Any statements in this communication, which may be considered to be "forward
looking statements" as that term is defined in the Private Securities Litigation
Reform Act of 1995, are subject to certain risks and uncertainties . The factors
that could cause actual results to differ materially from those suggested by any
such statements include, but are not limited to, those discussed or identified
from time to time in the Corporation's public filings with the Securities and
Exchange Commission and more generally, general economic conditions, including
changes in interest rates and the performance of the financial markets; changes
in domestic and foreign laws, regulations, and taxes; changes in competition and
pricing environments; and regional or general changes in asset valuations.
<PAGE>
PART II - OTHER INFORMATION
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, other than ordinary routine
litigation incidental to its business, the outcome of which would have a
material adverse effect on the Company on a consolidated basis.
(a) 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's consolidated financial statements.
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.
II-1
<PAGE>
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's consolidated financial statements.
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 April 8, 1998.
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
II-2
<PAGE>
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 (i) Ogden $200 million Credit Agreement by and among
Ogden, The Bank of New York, as Agent and the
signatory Lenders thereto dated as of June 30,
1997.*
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 1990 Stock Option Plan.*
(i) Ogden Corporation 1990 Stock Option Plan as
Amended and Restated as of January 19,
1994.*
(b) Ogden Services Corporation Executive Pension
Plan.*
(c) Ogden Services Corporation Select Savings Plan.*
(i) Ogden Services Corporation Select Savings
Plan Amendment and Restatement as of
January 1, 1995.*
(d) Ogden Services Corporation Select Savings Plan
Trust.*
(i) Ogden Services Corporation Select Savings
Plan Trust Amendment and Restatement as of
January 1, 1995.*
(e) Ogden Services Corporation Executive Pension Plan
Trust.*
(f) Changes effected to the Ogden Profit Sharing Plan
effective January 1, 1990.*
(g) Employment Letter Agreement between Ogden and an
executive officer dated January 30, 1990.*
(h) Employment Agreement between R. Richard Ablon and
Ogden dated as of May 24, 1990.*
II-3
<PAGE>
(i) Letter Amendment to Employment Agreement
between Ogden Corporation and R. Richard
Ablon, dated as of October 11, 1991.*
(i) Employment Agreement between Ogden and Philip G.
Husby, dated as of July 2, 1990.*
(j) Letter Agreement between Ogden Corporation and
Ogden's Chairman of the Board, dated as of January
16, 1992.*
(k) Employment Agreement between Ogden Corporation and
Ogden's Chief Accounting Officer dated as of
December 18, 1991.*
(l) Employment Agreement between Scott G. Mackin and
Ogden Projects, Inc. dated as of January 1, 1994.*
(m) 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.*
(n) Ogden Corporation Core Executive Benefit Program.*
(o) Ogden Projects Pension Plan.*
(p) Ogden Projects Profit Sharing Plan.*
(q) Ogden Projects Supplemental Pension and Profit
Sharing Plans.*
(r) Ogden Projects Core Executive Benefit Program.*
(s) Ogden Corporation CEO Formula Bonus Plan.*
(t) Form of amendments to the Ogden Projects, Inc.
Pension Plan and Profit Sharing Plans effective as
of January 1, 1994.*
II-4
<PAGE>
(i) Form of amended Ogden Projects Profit
Sharing Plan effective as of January 1,
1994.*
(ii) Form of amended Ogden Projects Pension Plan,
effective as of January 1, 1994.*
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.*
10.6 $95 million Term Loan and Letter of Credit and
Reimbursement Agreement, dated March 26, 1997 among
Ogden as Borrower, the lender banks named therein and
the Deutsche Bank A.G., New York Branch as Agent and
lender.*
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 1998.
II-5
<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, 1998 By: /s/ Philip G. Husby
-----------------------------
Philip G. Husby
Senior Vice President
and Chief Financial
Officer
Date: May 14, 1998 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 By-Laws as amended. Transmitted herewith as Exhibit
3.2.
4 Instruments Defining Rights of
Security Holders.
<PAGE>
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
- ------- ----------------------- ------------------
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.
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.
(i) Amendment to Credit Filed as Exhibit 10.1(i) to
Agreement, dated as Ogden's Form 10-K for fiscal
of November 16, 1995. year ended December 31, 1995,
and incorporated herein by
reference.
10.1(a) U.S. $95 million Term Loan and Filed as Exhibit 10.6 to
Letter of Credit and Ogden's Form 10-Q for the
Reimbursement Agreement among quarterly period ended March
Ogden, the Deutsche Bank AG, New 31, 1997 and incorporated
York Branch and the signatory herein by reference.
Banks thereto, dated March 26,
1997.
<PAGE>
10.1(b) $200 million Credit Agreement Filed as Exhibit 10.1(i) to
among Ogden, The Bank of New York Ogden's Form 10-Q for the
as Agent and the signatory quarterly period ended June 30,
Lenders thereto, dated as of June 1997 and incorporated herein by
30, 1997. 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 by
Services, Inc. and subsidiaries 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. as fiscal year ended December 31,
amended on November 16, 1989. 1989 and incorporated herein by
reference.
10.5 Preferred Stock Purchase Agreement, Filed as Exhibit (10)(g) to
dated July 7, 1989, between Ogden Ogden's Form 10-K for the
Financial Services, Inc. and fiscal year ended December 31,
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 and amended 1990 and incorporated herein by
August 15, 1995 to provide The reference.
Bank of New York as successor
agent.
10.7 Executive Compensation Plans.
(a) Ogden Corporation 1990 Filed as Exhibit (10)(j) to
Stock Option Plan. Ogden 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 quarterly period ended
of January 19, 1994. September 30, 1994 and
incorporated herein by
reference.
<PAGE>
(ii) Amendment adopted and Transmitted herewith as Exhibit
effective as of September 10.7(a)(ii).
18, 1997.
(b) 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.
(c) Ogden Services Corporation Filed as Exhibit (10)(l) to
Select Savings Plan. Ogden Form 10-K for the fiscal
year ended December 31, 1990
and incorporated herein by
reference.
(i) Ogden Services Filed as Exhibit 10.7(d)(I) to
Corporation Ogden's Form 10-K for the
Select Savings fiscal year ended December 31,
Plan Amendment 1994 and incorporated herein by
and Restatement reference.
as of January
1, 1995.
(ii) Amendment Number Filed as Exhibit 10.7(c)(ii) to
One to the Ogden Ogden's Form 10-K for the
Services fiscal year ended December 31,
Corporation 1997 and incorporated herein by
Select Savings reference.
Plan as Amended
and Restated
January 1,
1995, effective
January 1, 1998.
(d) 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 Filed as Exhibit 10.7(e)(i) to
Corporation Select Ogden's Form 10-K for the
Savings Plan Trust fiscal year ended December 31,
Amendment and 1994 and incorporated herein by
Restatement as of reference.
January 1, 1995.
<PAGE>
(e) Ogden Services Corporation Filed as Exhibit (10)(n) to
Executive Pension Plan Ogden's Form 10-K for the
Trust. fiscal year ended December 31,
1990 and incorporated herein by
reference.
(f) 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.
(g) Ogden Corporation Profit Filed as Exhibit 10.8(p) to
Sharing Plan. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(i) Ogden Profit Sharing Filed as Exhibit 10.8(p)(i) to
Plan as amended and Ogden's Form 10-K for fiscal
restated January 1, year ended December 31, 1993
1991 and as in effect and incorporated herein by
through January 1, reference.
1993.
(ii) Ogden Profit Sharing Filed as Exhibit 10.7(p)(ii) to
Plan as amended and Ogden's Form 10-K for fiscal
restated effective as year ended December 31, 1994
of January 1, 1995. and incorporated herein by
reference.
(h) Ogden Corporation Core Filed as Exhibit 10.8(q) to
Executive Benefit Program. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(i) 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.
(j) Ogden Projects Profit Filed as Exhibit 10.8(s) to
Sharing Plan. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(k) Ogden Projects Supplemental Filed as Exhibit 10.8(t) to
Pension and Profit Sharing Ogden's Form 10-K for fiscal
Plans. year ended December 31, 1992
and incorporated herein by
reference.
<PAGE>
(l) Ogden Projects Employees' Filed as Exhibit 10.8(u) to
Stock 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) to
December 29, 1994, to Ogden's Form 10-K for fiscal
the Ogden year ended December 31, 1994
Projects Employees' and incorporated herein by
Stock Option Plan. reference.
(m) Ogden Projects Core Filed as Exhibit 10.8(v) to
Executive Benefit Program. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(n) Form of amendments to the Filed as Exhibit 10.8(w) to
Ogden Projects, Inc. Pension Ogden's Form 10-K for fiscal
Plan and Profit Sharing Plans year ended December 31, 1993
effective as of January 1, and incorporated herein by
1994. 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 incorporated herein by
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 year ended December 31, 1994
January 1, 1994. and incorporated herein by
reference.
(o) Ogden Corporation CEO Filed as Exhibit 10.6(w) to
Formula Bonus Plan. Ogden's Form 10-Q for the
quarterly period ended
September 30, 1994 and
incorporated herein by
reference.
(p) Ogden Key Management Filed as Exhibit 10.7(p) to
Incentive Plan. Ogden's Form 10-K for the
fiscal year ended December 31,
1997 and incorporated herein by
reference.
<PAGE>
10.8 Employment Agreements
(a) Employment Letter Agreement Filed as Exhibit (10)(p) to
between Ogden and an Ogden's Form 10-K for the
executive officer dated fiscal year ended December 31,
January 30, 1990. 1990 and incorporated herein by
reference.
(b) 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) to
Employment Agreement Ogden's Form 10-K for the
between Ogden fiscal year ended December 31,
Corporation ad R. 1990 and incorporated herein by
Richard Ablon, dated as reference.
of October 11, 1991.
(c) 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) to
Employment Agreement Ogden's Form 10-K for the
between Ogden fiscal year ended December 31,
Corporation and C.G. 1990 and incorporated herein by
Caras, dated as of reference.
October 11, 1990.
(ii) Termination Letter Filed as Exhibit 10.8(c)(ii) to
Agreement between C.G. Ogden's Form 10-K for the
Caras and Ogden fiscal year ended December 31,
Corporation dated April 1996 and incorporated herein by
30, 1996. reference.
(d) 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.
(e) Termination Letter Filed as Exhibit (10)(v) to
Agreement between Maria P. Ogden's Form 10-K for the
Monet and Ogden dated as of fiscal year ended December 31,
October 22, 1990 and incorporated
<PAGE>
1990. herein by reference.
(f) Letter Agreement between Filed as Exhibit 10.2(p) to
Ogden Corporation and Ogden's Form 10-K for fiscal
Ogden's Chairman of the year ended December 31, 1991
Board, dated as of January and incorporated herein by
16, 1992. reference.
(g) Employment Agreement Filed as Exhibit 10.2(q) to
between Ogden Corporation Ogden's Form 10-K for fiscal
and Ogden's Chief year ended December 31, 1991
Accounting Officer dated and incorporated herein by
as of December 18, 1991. reference.
(h) Employment Agreement Filed as Exhibit 10.8(o) to
between Scott G. Mackin Ogden's Form 10-K for fiscal
and Ogden Projects, Inc. year ended December 31, 1993
dated as of January 1, and incorporated herein by
1994. reference.
(i) Letter Amendment to Filed as Exhibit 10.8(h)(i) to
Employment Agreement Ogden's Form 10-K for fiscal
between Ogden year ended December 31, 1996
Projects, Inc. and and incorporated herein by
Scott G. Mackin, reference.
dated December 20,
1996.
(i) Employment Agreement Filed as Exhibit 10.8(i) to
between Ogden Corporation Ogden's Form 10-K for fiscal
and David L. Hahn, dated year ended December 31, 1995
December 1, 1995. and incorporated herein by
reference.
(j) Employment Agreement Filed as Exhibit 10.8(j) to
between Ogden Corporation Ogden's Form 10-K for fiscal
and Rodrigo Arboleda, year ended December 31, 1996
dated January 1, 1997. and incorporated herein by
reference.
(k) Employment Agreement Filed as Exhibit 10.8(k) to
between Ogden Projects, Ogden's Form 10-K for fiscal
Inc. and Bruce W. Stone, year ended December 31, 1996
dated June 1, 1990. and incorporated herein by
reference.
(l) Employment Agreement Filed as Exhibit 10.8(l) to
between Ogden Corporation Ogden's Form 10-K for fiscal
and Quintin G. Marshall, year ended December 31, 1996
dated October 30, 1996. and incorporated herein by
reference.
<PAGE>
(m) Employment Agreements Filed as Exhibit 10.8(m) to
between Ogden and Jesus Ogden's Form 10-K for the
Sainz, effective as of fiscal year ended December 31,
January 1, 1998. 1997 and incorporated herein by
reference.
10.9 First Amended and Restated Ogden Filed as Exhibit 10.3(b)(i) to
Corporation Guaranty Agreement made Ogden's Form 10-K for fiscal
as of January 30, 1992 by Ogden year ended December 31, 1991
Corporation for the benefit of and incorporated herein by
Mission Funding Zeta and Pitney reference.
Bowes Credit.
10.10 Ogden Corporation Guaranty Filed as Exhibit 10.3(b)(iii)
Agreement made as of January to Ogden's Form 10-K for fiscal
30,1992 by Ogden Corporation for year ended December 31, 1991
the benefit of Allstate Insurance and incorporated herein by
Company and Ogden Martin Systems reference.
of Huntington Resource Recovery
Nine Corp.
11 Ogden Corporation and Subsidiaries Transmitted herewith as Exhibit
Detail of Computation of Earnings 11.
Applicable to Common Stock.
27 Financial Data Schedule. Transmitted herewith as Exhibit
27.
EXHIBIT 3.2
BY-LAWS
OF
OGDEN CORPORATION
(As amended through April 8, 1998)
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 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
1
<PAGE>
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. No individual can be nominated for election as a director who, at the time
of such election, is age 72 or older (amended April 8, 1998). 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
2
<PAGE>
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.
3
<PAGE>
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 from time to time of the Corporation
shall be not less than twelve (12) nor more than eighteen (18) as shall be fixed
from time to time by the Board of Directors (amended April 8, 1998).
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,
4
<PAGE>
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
5
<PAGE>
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
6
<PAGE>
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 a Management Committee,
an Audit Committee, a Compensation Committee, a Governance Committee, a
Technology 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 (amended April 8, 1998).
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.
7
EXHIBIT 11
OGDEN CORPORATION AND SUBSIDIARIES
DETAILS OF COMPUTATION AND EARNINGS PER SHARE
<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31,
--------------------------------------------------------------------------------------
1998 1997
--------------------------------------------------------------------------------------
Income Shares Per-Share Income Shares Per-Share
(numerator) (Denominator) Amount (Numerator) (Denominator) Amount
----------- ----------- ----------- ----------- ----------- -----------
(In Thousands)
<S> <C> <C> <C> <C> <C> <C>
Net income $ 11,700 $ 10,777
Less: preferred stock dividend 37 39
----------- -----------
11,663 50,361 $ 0.23 10,738 49,818 $ 0.22
=========== ===========
Basis Earnings per Share
Effect of Dilutive Securities
Stock options 1,222 302
Concertible preferred stock 37 263 39 284
6% convertible debentures (A) (A)
5 3/4% convertible debentures (A) (A)
----------- ----------- ----------- ----------- ----------- -----------
Diluted Earnings per Share $ 11,700 51,846 $ 0.23 $ 10,777 50,404 $ 0.21
=========== =========== =========== =========== =========== ===========
</TABLE>
(A) Antidulitive
Note:
Basic earnings per common share was computed by dividing net income,
reduced by preferred stock dividend requirements, by the weighted average of the
number of shares of common stock outstanding during each period.
Diluted earnings per common share was computed on the assumption that all
convertible debentures, convertible preferred stock, and stock options converted
at the 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
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> MAR-31-1998
<CASH> 108,980
<SECURITIES> 0
<RECEIVABLES> 398,353
<ALLOWANCES> 20,562
<INVENTORY> 33,282
<CURRENT-ASSETS> 732,397
<PP&E> 2,569,054
<DEPRECIATION> 625,573
<TOTAL-ASSETS> 3,601,249
<CURRENT-LIABILITIES> 498,630
<BONDS> 1,925,404
0
44
<COMMON> 25,175
<OTHER-SE> 534,874
<TOTAL-LIABILITY-AND-EQUITY> 3,601,249
<SALES> 115,822
<TOTAL-REVENUES> 384,875
<CGS> 108,739
<TOTAL-COSTS> 223,603
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 243
<INTEREST-EXPENSE> 8,596
<INCOME-PRETAX> 18,899
<INCOME-TAX> 6,709
<INCOME-CONTINUING> 11,700
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,700
<EPS-PRIMARY> 0.23
<EPS-DILUTED> 0.23
</TABLE>
