<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): NOVEMBER 4, 1999
OGDEN CORPORATION
(EACH NAME OF REGISTRANT AS SPECIFIED IN THE CHARTER)
DELAWARE 1-3122 13-5549268
- ---------------------------- ------------------------ -------------------
(STATE OR OTHER JURISDICTION (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
OF INCORPORATION) IDENTIFICATION NO.)
TWO PENNSYLVANIA PLAZA NEW YORK, NEW YORK 10121
- ---------------------- ------------------ -----
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) ZIP CODE
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (212)868-6000
NONE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
<PAGE>
Item 5. OTHER EVENTS
On November 4, 1999 Ogden Corporation issued two press
releases, copies of which are attached hereto as Exhibits A
and B..
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of business acquired: Not Applicable
(b) Pro forma financial information: Not Applicable
(c) Exhibits:
(1) Press Release of Ogden Corporation reporting
third quarter results, dated November 4, 1999,
attached as Exhibit A.
(2) Press Release of Ogden Corporation reporting
fourth quarter dividend on Series A Convertible
Preferred Stock, dated November 4, 1999, attached as
Exhibit B.
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
OGDEN CORPORATION
Dated: November 9, 1999 By: /s/ J. L. EFFINGER
----------------------------
J. L. Effinger
Assistant Secretary
<PAGE>
Exhibit 99.1
EXHIBIT A
Contact: Adam Weiner
Eric Berman
David Lilly
at Kekst and Company
212-521-4800
or:
Raymond Dombrowski
at Ogden Corporation
212-868-6000
OGDEN CORPORATION REPORTS THIRD QUARTER RESULTS
--NET LOSS OF $7.7 MILLION IN QUARTER
REFLECTS CHARGES IN DISCONTINUED OPERATIONS--
--INCOME FROM CONTINUING OPERATIONS IS $8.4 MILLION--
NEW YORK, NOVEMBER 4, 1999 - Ogden Corporation (NYSE: OG) today reported results
for the third quarter ended September 30, 1999. For the third quarter, the
Company's continuing Energy and other operations had income of $8.4 million, or
$0.17 per diluted share, on revenues of $254.8 million, before a loss of $16.1
million on revenues of $253.8 million from discontinued operations at its
Aviation and Entertainment businesses. Including losses from discontinued
operations, the Company had a net loss of $7.7 million, or $0.16 per diluted
share, on revenues of $508.6 million in the third quarter of 1999. For the
comparable quarter last year, continuing operations generated income of $14.1
million, or $0.28 per diluted share, exclusive of income of $14.1 million from
discontinued operations, resulting in the Company's net income of $28.2 million,
or $0.54 per diluted share, on revenues of $441.1 million.
As previously announced, Ogden is pursuing the sale of its Aviation and
Entertainment businesses to ensure a solid financial platform for its Energy
business and enhanced shareholder value. The Aviation and Entertainment business
segments are being reported as discontinued operations.
<PAGE>
Scott Mackin, Ogden's President and Chief Executive Officer, said: "The
net loss in the third quarter results primarily from one-time, non-cash
charges in discontinued operations related to Entertainment. Those
charges, and the decrease in reported earnings from continuing
operations, should not mask the underlying performance of the Company's
business segments, which has been very good and, when measured
excluding non-recurring events, operating income from continuing
operations and for the Company as a whole is up over last year.
Although non-recurring events are a normal part of our business and
have contributed to earnings over the years, it is important to focus
on the sustainable earnings each business generates as best
representative of its underlying strength. The Energy, Aviation and
Entertainment businesses continue to generate positive, sustainable
income. As we report results, we will focus on Earnings Before Interest
and Taxes (EBIT) from our recurring base Energy business, as well as
our discontinued operations."
For the first nine months of 1999, the Company's continuing operations had
income of $28.7 million, or $0.58 per diluted share, on revenues of $742.5
million, exclusive of a loss of $0.9 million from discontinued operations on
revenues of $624.1 million, resulting in the Company's net income of $24.0
million, or $0.48 per diluted share, on revenues of $1.36 billion. For the first
nine months of 1999, the Aviation business generated $26.1 million of EBIT, on
revenues of $178.7 million, and the Entertainment business reported a loss
before interest and taxes of $9.0 million, on revenues of $445.4 million. In
addition, the Company had a cumulative accounting adjustment attributable to the
adoption of AICPA Statement of Position 98-5, related to accounting for start-up
costs, which resulted in a change to earnings of $3.8 million in 1999.
For the first nine months of 1998, the Company's continuing operations had
income of $22.8 million, or $0.45 per diluted share, on revenues of $658.4
million, exclusive of income of $44.1 million from discontinued operations, on
revenues of $640 million, resulting in the Company's net income of $66.9
million, or $1.27 per diluted share, on revenues of $1.298 billion. For the
first nine months of 1998, the Aviation business reported EBIT of $45.8 million
on revenues of $254.5 million and the Entertainment business reported EBIT of
$27.3 million on revenues of $385.5 million.
COMPARISON OF THIRD QUARTER RESULTS FOR 1999 VS. 1998
Ogden reported EBIT from its Energy business for the 1999 third quarter of $20.6
million, on revenues of $236.0 million, compared to EBIT for the comparable
period in the prior year of $31.0 million on revenues of $195.8 million. The
1999 third quarter EBIT included $3.3 million in charges associated with Clean
Air Act compliance measures and $3.0 million in losses at its Ogden
Environmental and Energy Services (OEES) unit, an environmental consulting
business. Management is currently exploring strategic alternatives with respect
to this business. The comparable 1998 period included $1.1 million in losses at
OEES and one-time gains totaling $11.5 million, primarily due to an $8.0 million
gain from the termination and restructuring of contracts for a waste-to-energy
project. Adjusting for these items, the recurring base Energy earnings for the
1999 third quarter were $26.9 million, compared to $20.6 million for the
comparable period of 1998. The 1999 third quarter results also include project
development expenses of $4.3 million, compared with $2.2 million in the 1998
third quarter.
In the third quarter of 1999, Ogden's Aviation business contributed $5.1 million
in EBIT on revenues of $63.9 million. Excluding the impact of a gain relating to
the sale of an asset, the Aviation business had EBIT of $3.1 million in the
third quarter of 1999. In the comparable period last year, the Aviation business
had EBIT of $3.1 million, excluding a gain of $7.7 million related to the sale
of Aviation catering operations in 1998, on revenues of $56.0 million.
<PAGE>
In the third quarter of 1999, the Company's Entertainment business had a loss
before interest and taxes of $16.8 million on revenues of $189.8 million,
principally reflecting the impact of (1) approximately $13.0 million in
one-time, non-cash charges, relating to the disposition of Entertainment assets
and the write-down of unamortized contract acquisition costs at two venues as a
result of events during the quarter, (2) a $10 million non-refundable deposit
forfeited in connection with the termination of the Volume Services acquisition,
and (3) $2.1 million in payments made in connection with termination of Ogden's
participation in a casino joint venture in Johannesburg, South Africa. Excluding
the impact of those items, the Entertainment business reported EBIT of $9.8
million for the third quarter of 1999. In the comparable period last year, the
Entertainment business had EBIT of $6.9 million, excluding one-time gains of
$8.1 million principally related to payments for exclusivity rights at certain
facilities, on revenues of $167.4 million.
COMPARISON OF YTD ENERGY RESULTS FOR 1999 VS. 1998
For the first nine months of 1999, Ogden reported EBIT from its Energy business
of $72.1 million on revenues of $685.4 million, compared to EBIT of $77.6
million on revenues of $585.2 million in 1998. The 1999 year-to-date results
included losses of $8.0 million from OEES, $25.5 million in gains from one-time
transactions, principally related to restructuring of two projects and the sale
of a third facility, and $4.3 million of charges principally related to Clean
Air Act compliance. The first nine months of 1998 included losses of $2.6
million from OEES and $20.3 million of net gains from various one-time
transactions, principally related to the sell-down of power purchase agreements
at four separate facilities. Adjusting for these items, the recurring base EBIT
from the Energy business for the first nine months of 1999 was $58.9 million,
compared with $59.9 million in 1998.
The recurring base EBIT for the Energy business for year-to-date 1999 was
slightly lower compared with the same period in 1998 for three reasons: (1) in
the first half of 1998 Energy sold down the above-market element of a
significant power purchase agreement at one facility, and also completely sold
out another power purchase agreement, resulting in the shut down of the second
facility; as a result of these two transactions, for which the Company received
payments of approximately $200 million, the year-over-year results were reduced
by $6.0 million; (2) in 1999 Energy increased its development activities
consistent with building its independent power portfolio, expanding its Hong
Kong office and opening new offices, which resulted in $3.3 million of increased
expenditures; and (3) selling, general and administrative expenses (SG&A)
increased $3.5 million year-over-year primarily as a result of the upgrade of
information systems and managing the implementation of Clean Air Act retrofits.
These negative items were almost completely offset by $11.8 million in increased
operating results, primarily as a result of more facilities in operation,
increased construction income and improved performance at existing facilities.
OUTLOOK
Mr. Mackin said, "We have taken the time to point out the recurring base
earnings from our Energy business because we are excited about its growth as we
add new projects in our independent power portfolio. Energy has expended project
development dollars wisely and with good results. For the full year 1999, Ogden
expects EBIT from its Energy business to be approximately $90 million. Adjusting
to focus solely on recurring base earnings, that number is approximately $80
million, which includes a substantial project development program with spending
of approximately $20 million. That spending has led to growth in the number of
projects in operation, and thus we expect EBIT from the Energy business in 2000
to be approximately $100 million, once again after a substantial project
development program. This is
<PAGE>
the growth we have been focusing on for some time now, and we want to direct the
investment community to these results in an understandable format," Mr. Mackin
said.
SALES OF AVIATION AND ENTERTAINMENT
The Company has started its program to sell the Aviation and Entertainment
businesses, and expects to distribute information books on these businesses to
prospective bidders shortly. Mr. Mackin stated: "Though we will not be providing
updates on the disposition process before reaching definitive agreements, it may
be helpful for Ogden investors to know that Aviation's equity book value is
$130.0 million and Entertainment's equity book value is $430.0 million. There
has been a very high degree of interest in these two units, and we are confident
that we will be able to maximize their values for the Company," Mr. Mackin
continued. "We intend to use the significant proceeds from the sales to
strengthen the balance sheet of our Energy business going forward, to make us
better able to compete in a field where a low cost of capital can be very
helpful."
COST SAVINGS
"In addition, the sales of these two units will enable us to effect substantial
cost savings," Mr. Mackin continued. "We intend to eliminate the costs of our
New York headquarters and streamline our SG&A. We have already begun significant
cost cutting efforts and, as a result, have materially improved our cash
position. We anticipate these actions will result in charges against fourth
quarter earnings in the range of $20-30 million, principally related to
severance. Even if we do not complete the asset dispositions until mid-2000, we
believe we will have sufficient cash to enable Ogden to make new investments in
our Energy business and continue our other operations," Mr. Mackin concluded.
* * * * *
Ogden Corporation currently has three business areas - Energy, Entertainment and
Aviation. The Energy group develops, owns and operates independent power
facilities and provides related infrastructure services. The Entertainment group
has interests in themed and location-based attractions; food and beverage
concessions; venue management; large format films and theatres; concert
promotions, artist management and recordings. The Aviation group provides ground
and cargo handling; passenger services; fueling; and airport infrastructure
development and management.
Additional information about the Company can be obtained via the Internet, at
WWW.OGDENCORP.COM, or through our automated information system at (888)
643-3612.
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 risk 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 Company'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.
# # #
(tables follow)
<PAGE>
<TABLE>
<CAPTION>
OGDEN CORPORATION
EARNINGS
(000s Omitted)
3Q 1999 3Q 1998
<S> <C> <C>
ENERGY SEGMENT
REVENUE
Energy Operations 200,550 165,446
OEES 35,404 30,329
-------- --------
TOTAL ENERGY REVENUE 235,954 195,775
======== ========
DIRECT COSTS
Energy Operations 167,748 123,089
OEES 34,627 27,022
-------- --------
TOTAL ENERGY DIRECT COSTS 202,375 150,111
======== ========
GROSS MARGIN
Energy Operations 32,802 42,357
OEES 777 3,307
TOTAL ENERGY GROSS MARGIN 33,579 45,664
% of Revenue 14.23% 23.32%
ENERGY SG&A
Energy Operations 12,020 10,514
OEES 3,755 4,424
-------- --------
TOTAL ENERGY SG&A 15,775 14,938
ENERGY OPERATING INCOME 17,804 30,726
% of Revenue 7.55% 15.69%
ENERGY EQUITY INCOME 3,428 1,731
MINORITY INTEREST (636) (1,436)
-------- --------
ENERGY EBIT 20,596 31,021
OTHER SEGMENT
REVENUE 19,668 21,857
OPERATING INCOME 431 (1,114)
UNALLOCATED CORPORATE OVERHEAD (3,920) (6,514)
INTEREST, NET (8,228) (3,399)
PRE-TAX INCOME 8,879 19,994
INCOME TAXES (526) (5,935)
-------- --------
INCOME FROM CONTINUING OPERATIONS 8,353 14,059
======== ========
DISCONTINUED OPERATIONS
EBIT - Aviation 5,110 10,801
EBIT - Entertainment (16,809) 14,989
Interest, net (1,772) 544
Income Taxes (2,598) (12,238)
-------- --------
INCOME FROM DISCONTINUED OPERATIONS (16,069) 14,096
-------- --------
COMPANY NET INCOME (7,716) 28,155
======== ========
EPS - CONTINUING OPERATIONS
BASIC 0.17 0.28
FULLY DILUTED 0.17 0.28
EPS - DISCONTINUED OPERATIONS
BASIC (0.33) 0.29
FULLY DILUTED (0.33) 0.26
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
OGDEN CORPORATION
EARNINGS
(000s Omitted)
NINE MONTHS NINE MONTHS
1999 1998
-------- --------
<S> <C> <C>
ENERGY SEGMENT
REVENUE
Energy Operations 574,310 505,529
OEES 111,097 79,699
-------- --------
TOTAL ENERGY REVENUE 685,407 585,228
======== ========
DIRECT COSTS
Energy Operations 465,450 402,201
OEES 107,112 70,515
-------- --------
TOTAL ENERGY DIRECT COSTS 572,562 472,716
======== ========
GROSS MARGIN
Energy Operations 108,860 103,328
OEES 3,985 9,184
TOTAL ENERGY GROSS MARGIN 112,845 112,512
% of Revenue 16.46% 19.23%
ENERGY SG&A
Energy Operations 35,009 31,443
OEES 11,975 11,746
-------- --------
TOTAL ENERGY SG&A 46,984 43,189
ENERGY OPERATING INCOME 65,861 69,323
% of Revenue 9.61% 11.85%
ENERGY EQUITY INCOME 9,372 10,478
MINORITY INTEREST (3,178) (2,165)
-------- --------
ENERGY EBIT 72,055 77,636
OTHER SEGMENT
REVENUE 57,110 73,213
OPERATING INCOME (2,140) (1,830)
UNALLOCATED CORPORATE OVERHEAD (7,871) (26,803)
INTEREST, NET (21,806) (15,408)
PRE-TAX INCOME 40,238 33,595
INCOME TAXES (11,558) (10,780)
-------- --------
INCOME FROM CONTINUING OPERATIONS 28,680 22,815
======== ========
DISCONTINUED OPERATIONS
EBIT - Aviation 26,059 45,847
EBIT - Entertainment (9,013) 27,255
Interest, net (2,906) 2,706
Income Taxes (15,023) (31,708)
-------- --------
INCOME FROM DISCONTINUED OPERATIONS (883) 44,100
Cumulative Effect of Accounting Change (3,820)
-------- --------
COMPANY NET INCOME 23,977 66,915
======== ========
EPS - CONTINUING OPERATIONS
BASIC 0.59 0.45
FULLY DILUTED 0.58 0.45
EPS - DISCONTINUED OPERATIONS
BASIC (0.02) 0.88
FULLY DILUTED (0.02) 0.82
EPS - CUMULATIVE EFFECT OF ACCOUNTING CHANGE
BASIC (0.08)
FULLY DILUTED (0.08)
</TABLE>
<PAGE>
Exhibit 99.2
EXHIBIT B
OGDEN CORPORATION DECLARES 4TH QUARTER DIVIDEND
ON SERIES A CONVERTIBLE PREFERRED STOCK
NEW YORK, NEW YORK, NOVEMBER 3, 1999 - Ogden Corporation (NYSE: OG) today
announced that it has declared a cash dividend of 83.76 cents per share on its
Series A convertible Preferred stock, payable December 29, 1999, to holders of
record of such preferred stock as of the close of business on December 14, 1999.
There are approximately 39,000 such shares outstanding and the total aggregate
dividend to be paid will be approximately $33,000.
Ogden Corporation currently has three business areas - Energy, Entertainment and
Aviation. The Energy group develops, owns and operates independent power
facilities and provides related infrastructure services. The Entertainment group
has interests in themed and location-based attractions; food and beverage
concessions; venue management; large format films and theatres; concert
promotions, artist management and recordings. The Aviation group provides ground
and cargo handling; passenger services; fueling; and airport infrastructure
development and management.
# # #
