<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): MARCH 9, 2000
OGDEN CORPORATION
(EACH NAME OF REGISTRANT AS SPECIFIED IN THE CHARTER)
DELAWARE 1-3122 13-5549268
- ------------------------------- ------------------------ -------------------
(STATE OR OTHER JURISDICTION OF (COMMISSION FILE NUMBER) (I.R.S. EMPLOYER
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 March 9, 2000 Ogden Corporation issued a press release, a copy of
which is attached hereto as Exhibit A, and on March 30, 2000 Ogden
Corporation issued two press releases, copies of which are
attached hereto as Exhibits B and C.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of business acquired: Not Applicable
(b) Pro forma financial information: Not Applicable
(c) Exhibits:
A) Press Release of Ogden Corporation reporting that it had
signed a definitive agreement to sell its theme and
water parks - related division, dated March 9, 2000,
attached as Exhibit A.
B) Press Release of Ogden Corporation reporting that it had
signed a definitive agreement to sell its Food and
Beverage Concessions and Venue Management businesses,
dated March 30, 2000, attached as Exhibit B.
C) Press Release of Ogden Corporation reporting results for
the full year and fourth quarter ended December 31,
1999, dated March 30, 2000, attached as Exhibit C.
<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: April 3, 2000 By: /s/ J. L. EFFINGER
-------------------------
J. L. Effinger
Assistant Secretary
<PAGE>
EXHIBIT A
CONTACT: Eric Berman
Adam Wiener
David Lilly
at Kekst and Company
212-521-4800
or:
Raymond E. Dombrowski
Ogden Corporation
212-868-6000
OGDEN CORPORATION ANNOUNCES AGREEMENT TO SELL WATER AND
THEME PARKS ASSETS
-- SALE IS PART OF STRATEGY TO CREATE PLATFORM FOR ENERGY BUSINESS AND
DELIVER VALUE TO SHAREHOLDERS --
NEW YORK, MARCH 9, 2000 - Ogden Corporation (NYSE: OG) today announced that it
has signed a definitive agreement with Alfa Alfa Holdings, SA, of Greece, to
sell its theme and water parks-related division for approximately $148 million,
consisting of cash and the assumption of approximately $80 million of associated
debt. The sale is part of Ogden's strategy to sell its Entertainment and
Aviation businesses in order to create a solid operating platform for its Energy
business and serve the long-term interest of the Company's shareholders.
"We are very pleased to reach this agreement with Alfa Alfa, which is a
prominent diversified company in Greece," said Scott G. Mackin, Chief Executive
Officer and President of Ogden Corporation. "This is the first concrete step in
the disposition of our non-core assets, which is a central component of our
strategy to deliver value to Ogden's shareholders. We are fully engaged in the
process of selling the other assets of Entertainment and Aviation, and we will
make further announcements as definitive agreements are reached. Sales will
require approval of our various lenders, and as we've stated in the past, the
Company is continuing discussions with its banks and believes it will be
successful in obtaining necessary waivers from applicable covenants to assist us
through this restructuring process."
Commenting on the transaction, Mr. Apostolos Allamanis, President of Alfa Alfa,
said, "This acquisition will mark Alfa Alfa's strategic entry into the expanding
U.S. theme and water parks industry."
<PAGE>
The transaction is expected to close within 45 days, and is subject to certain
consents, customary regulatory approval and bank consents on the sales and
related issues. Under the terms of the agreement, Alfa Alfa's acquisition of
Jazzland, a theme park currently under construction in New Orleans, Louisiana,
will close separately, upon that park's completion by Ogden. Jazzland is
expected to open for commercial operation in late May 2000.
Goldman Sachs acted as financial adviser for Ogden in this transaction.
Ogden Corporation currently has three business areas - Energy, Aviation and
Entertainment. The Energy group develops, owns and operates independent power
facilities and provides related infrastructure services. The Aviation group
provides ground and cargo handling; passenger services; fueling; airport
infrastructure development and management; fixed base operations (FBO's);
aircraft sales and management; and charter 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.
On September 17, 1999, Ogden announced its intent to sell its Entertainment and
Aviation businesses to focus exclusively on its role as a leading energy
company.
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.
Alfa Alfa Holdings is a diversified company with operations in civil
construction, packaging, family recreation, and privatized operation of public
utilities in Greece.
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.
# # #
<PAGE>
EXHIBIT B
CONTACT: Eric Berman
Adam Weiner
David Lilly
at Kekst and Company
212-521-4800
or:
Raymond E. Dombrowski
Ogden Corporation
212-868-6000
OGDEN CORPORATION ANNOUNCES AGREEMENT TO SELL
FOOD AND BEVERAGE CONCESSIONS AND
VENUE MANAGEMENT BUSINESSES
-- SALE IS PART OF STRATEGY TO CREATE PLATFORM FOR ENERGY BUSINESS AND
DELIVER VALUE TO SHAREHOLDERS --
NEW YORK, MARCH 30, 2000 - Ogden Corporation (NYSE: OG) today announced that it
has signed a definitive agreement with ARAMARK, a leading provider of managed
services, to sell its food and beverage concessions and venue management
businesses for $236 million, consisting of cash and the assumption of
approximately $11 million debt. This is the second sale of entertainment assets
announced this month by Ogden, following the announcement of the sale of the
Company's theme and water parks-related division to Alfa Alfa Holdings, SA. The
sales reflect Ogden's strategy to sell its non-core Entertainment and Aviation
businesses in order to create a solid operating platform for its Energy business
and serve the long-term interest of the Company's shareholders.
"We are very pleased to have reached this agreement with ARAMARK as it
represents a large step forward for Ogden and its shareholders," said Scott G.
Mackin, Chief Executive Officer and President of Ogden Corporation. "This will
be one of our largest asset sales, and today's announcement demonstrates both
our commitment to and the momentum of the sales process. This process is a
central component of our strategy to deliver value to Ogden's shareholders, and
we continue to be on track for the disposition of the remaining assets of
Entertainment and Aviation. We will make further announcements regarding the
Company's major asset sales as definitive agreements are reached. The sale of
our food and beverage concessions and venue management businesses will require
the approvals of our various lenders and, as we've stated in the past, the
Company is continuing discussions with its banks and believes it will be
<PAGE>
successful in obtaining necessary waivers from applicable covenants to assist us
through this restructuring process."
Mackin continued, "ARAMARK is a world leader in providing managed services and a
solid match for our food and beverage concessions and venue management
businesses. We are confident that our customers will benefit from their
partnership with ARAMARK."
"The addition of these Ogden businesses and the outstanding quality of their
customer base provide us with an opportunity to share our expertise and combine
resources with these customers so that we can build a broader portfolio of
unlimited partnerships," said Joseph Neubauer, Chairman and CEO of ARAMARK. "We
look forward to having Ogden's strong management team and dedicated employees as
part of ARAMARK."
The transaction is expected to close during the second calendar quarter of this
year and is subject to certain consents, customary regulatory approval and bank
consents on the sales and related issues. The transaction will not include
Ogden's venue management contracts at Arrowhead Pond in Anaheim, CA and the
Corel Centre in Ottawa, Canada or Ogden's joint venture interest in Metropolitan
Entertainment.
Goldman Sachs acted as financial adviser for Ogden in this transaction.
* * *
Ogden Corporation currently has three business areas - Energy, Aviation and
Entertainment. On September 17, 1999, Ogden announced its intent to sell its
Entertainment and Aviation businesses to focus exclusively on its role as a
leading energy company.
Ogden Energy Group is a global developer/owner and operator of independent power
projects including large-scale waste-to-energy facilities, and provides related
infrastructure services.
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.
ARAMARK is a $7 billion world leader in providing managed services - food and
support services, uniform and career apparel, and childcare and early education
programs. Headquartered in Philadelphia, ARAMARK has over 150,000 employees
serving 15 million people at 500,000 locations in 15 countries every day.
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.
# # #
<PAGE>
EXHIBIT C
CONTACT: Eric Berman
Adam Weiner
David Lilly
at Kekst and Company
212-521-4800
or:
Raymond E. Dombrowski
Ogden Corporation
212-868-6000
OGDEN CORPORATION REPORTS RESULTS FOR 1999
-- NET LOSS IN QUARTER AND YEAR REFLECTS ONE-TIME CHARGES RESULTING FROM
PREVIOUSLY ANNOUNCED RESTRUCTURING PROCESS --
-- COMPANY ALSO REPORTS $80.3 MILLION IN RECURRING BASE EBIT FROM ITS
CONTINUING ENERGY OPERATIONS FOR FULL YEAR 1999 --
NEW YORK, MARCH 30, 2000 - Ogden Corporation (NYSE: OG) today reported results
for the full year and fourth quarter ended December 31, 1999. Including one-time
charges largely associated with the previously announced restructuring process
and losses from discontinued operations, for the full year 1999, the Company had
a net loss of $82.0 million, or $1.67 per diluted share. Excluding those charges
and losses, the Company had net income for the full year 1999 of $25.0 million,
or $0.50 per diluted share. Consolidated revenues from continuing operations for
the twelve months ended December 31, 1999, were $1.0 billion.
For the fourth quarter 1999, including one-time charges largely associated with
the restructuring process and losses from discontinued operations, the Company
had a net loss of $105.9 million, or $2.14 per diluted share. Excluding the
charges and losses referred to above, the Company had net income for the fourth
quarter 1999 of $0.6 million, or $0.01 per diluted share. Consolidated revenues
from continuing operations were $257.8 million in the quarter.
As previously announced, Ogden is pursuing the disposition of its non-core
Aviation and Entertainment assets, as well as certain other non-core businesses,
to ensure a solid financial platform for its Energy business. The Aviation and
Entertainment business segments are being reported as discontinued operations.
<PAGE>
Scott Mackin, Ogden's President and Chief Executive Officer, said: "We are
making progress in our efforts to become a pure play energy company as rapidly
as possible, including significant progress in our restructuring efforts and in
our non-core asset dispositions. The underlying performance of the Company's
continuing business segments remains strong. For the full year, recurring base
earnings from our Energy business were in line with the projections we made
during the fourth quarter."
FULL YEAR RESULTS FOR ENERGY
For the full year 1999, Ogden reported Earnings Before Interest and Taxes (EBIT)
from its Energy business of $61.4 million on revenues of $922.1 million,
compared to EBIT of $115.7 million on revenues of $804.0 million in 1998. The
Energy business includes the operations of Ogden Environmental and Energy
Services (OEES). The Company is currently exploring sales possibilities for
OEES' consulting operations and the wind-down of OEES' construction operations.
OEES had operating losses in 1999 of $15.5 million before a $28.4 million
write-down of its assets to their estimated net realizable value in anticipation
of its sale. The 1999 results also include $25.0 million in one-time gains
primarily associated with the restructuring of contracts at two facilities and
the sale of a joint venture project, partially offset by charges related to the
Clean Air Act. The 1998 results included losses of $6.3 million from OEES and
$34.4 million of net gains principally related to the restructuring of power
purchase agreements and other contracts at four separate facilities.
Adjusting for these items, the recurring base EBIT from the Energy business for
1999 was $80.3 million. The recurring base EBIT for the Energy business for the
year 1999 was $7.3 million lower compared to the same period for 1998, primarily
due to the following: (1) in the first half of 1998, Energy restructured a
significant above-market power purchase agreement at one facility, and sold out
another power purchase agreement; as a consequence of these two transactions,
for which the Company received payments of approximately $200 million, the 1999
results were reduced by $6.0 million; (2) Energy increased its development
activities in 1999 consistent with its long term strategy of becoming a pure
energy company, resulting in additional development expenses of approximately
$6.0 million over 1998; (3) increased spending of approximately $4.0 million
year-over-year, primarily as a result of upgrades to information systems related
to Y2K precautions and the implementation of Clean Air Act retrofits; and (4)
these reductions to 1999 EBIT were partially offset by increased operating
results, primarily as a result of more facilities in operation, increased Water
and Waste to Energy construction income and improved performance at existing
facilities.
FOURTH QUARTER RESULTS FOR ENERGY
Ogden reported a loss before interest and taxes from its Energy business for the
1999 fourth quarter of $10.6 million, on revenues of $236.7 million, compared to
EBIT for the comparable period in the prior year of $38.1 million on revenues of
$218.8 million. The 1999 fourth quarter EBIT included $7.5 million in losses at
its OEES subsidiary and $28.4 million in write downs also associated with OEES,
as well as various one-time
<PAGE>
charges totaling $5.8 million and $9.7 million in one-time gains, principally
associated with an insurance settlement. The comparable 1998 period for Energy
included $3.7 million in losses at OEES and one-time gains totaling $14.1
million, primarily due to restructurings of two projects.
Adjusting for these items, the recurring base Energy EBIT for the 1999 fourth
quarter was $21.4 million, compared to $27.7 million for the comparable period
of 1998. The decrease in recurring base EBIT for the year-over-year period is
due to: a $1.5 million increase in SG&A reflecting international office
expansion and incremental Y2K expenses; a decrease in Water and Waste to Energy
construction income of $0.8 million; a write-off of development costs of $2.8
million; and $1.2 million in professional service fees and other miscellaneous
items.
DESCRIPTION OF OTHER FOURTH QUARTER ONE-TIME CHARGES
In addition to the one-time charges related to the Energy business, Ogden in the
fourth quarter incurred a $17.5 million provision for settlement of litigation
with the Company's former Chairman and CEO and a $17.3 million provision for
corporate staff severance. In addition, in its discontinued Entertainment unit,
the Company recorded a $13.3 million severance charge related to the Company's
restructuring, a $5.1 million write-off of development costs related to a bid
for a casino project, and a one-time charge of $3.4 million in liquidated
damages for the Company's inability to obtain permits to construct a new
facility. In its discontinued Aviation unit, the Company recorded an $11.8
million severance charge primarily related to the Company's restructuring
efforts. The Company also recorded a $7.8 million write down to estimated net
realizable value of its Applied Data Technology Inc. unit, and a $15.2 million
reserve related to receivables, inventory and other assets of Datacom
(previously known as ADC) principally due to uncertainty concerning the
financial condition of Datacom's primary customer.
OUTLOOK
Mr. Mackin said, "We remain excited about the prospects for the Energy business
as we continue to add new projects to our independent power portfolio. Continued
success in the IPP field depends on substantial project development. Our first
IPP project in India, a 105 MW project in which we will hold 60% equity and a
long-term contract to operate the facility, is under construction. That project,
which is expected to go into commercial operation by early 2001, has a 15-year
take-or-pay power purchase agreement with the local state electricity board. We
also expect to close on the acquisition of two additional projects in Thailand
in April, one of which is a 122 MW project that is already in operation and the
other is a 795 MW facility which is in development. We have a list of other
potential target projects in key regions around the globe, although we will not
make substantial investments in new projects, other than the two projects in
Thailand, until such time as the non-core asset sales process is substantially
completed. For the full year 2000, we expect recurring EBIT from the Energy
business to be approximately $95.0 million versus the $80.3 million in recurring
EBIT for the full year 1999."
<PAGE>
NON-CORE ASSET SALES
Mr. Mackin continued, "We are fully engaged in the process of disposing of our
non-core assets. On March 9, we announced the sale of our Entertainment
business' water and theme parks-related division for $148 million, consisting of
cash and the assumption of approximately $80 million of associated debt. Earlier
today, we announced the sale of our Food and Beverage Concessions and Venue
Management division for $236 million, consisting of cash and the assumption of
approximately $11 million in associated debt. In addition, we have closed on the
sale of Fairmount Race Track for a net consideration of approximately $16
million; and sold, or have under contract to sell, various other assets for
approximately $11.5 million. With regard to airport privatization projects,
we're exploring transfers of our interests with members of our various
consortia. We expect to make additional announcements regarding the disposition
of our major non-core Aviation assets when we have reached definitive
agreements."
* * *
On September 17, 1999, Ogden announced its intent to sell its Entertainment and
Aviation businesses to focus exclusively on its role as a leading energy
company.
Ogden Energy group is a global developer/owner and operator of independent power
projects and provides related infrastructure services.
Additional information about Ogden 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>
OGDEN CORPORATION
EARNINGS
(000's Omitted)
<TABLE>
<CAPTION>
Years ended December 31,
--------------------------
1999 1998
--------- ---------
<S> <C> <C>
ENERGY SEGMENT:
REVENUE
Energy Operations $ 777,056 $ 688,424
OEES 145,043 115,619
--------- ---------
TOTAL ENERGY REVENUE 922,099 804,043
--------- ---------
DIRECT COSTS
Energy Operations 629,400 539,190
OEES 173,437 105,896
--------- ---------
TOTAL ENERGY DIRECT COSTS 802,837 645,086
--------- ---------
GROSS MARGIN
Energy Operations 147,656 149,234
OEES (28,394) 9,723
--------- ---------
TOTAL ENERGY GROSS MARGIN 119,262 158,957
% of Revenue 12.93% 19.77%
S.G.& A
Energy Operations 48,700 42,534
OEES 15,960 15,910
--------- ---------
TOTAL ENERGY S.G.& A 64,660 58,444
--------- ---------
ENERGY OPERATING INCOME 54,602 100,513
% of Revenue 5.92% 12.50%
ENERGY EQUITY INCOME 13,005 19,251
Minority interests (6,176) (4,053)
--------- ---------
ENERGY EBIT 61,431 115,711
OTHER SEGMENT:
Revenue 78,251 92,453
Operating income (loss) (22,731) (4,982)
Equity income -- 89
Unallocated corporate overhead (51,210) (32,201)
Interest-Net (30,697) (19,812)
--------- ---------
Pre-tax income (loss) (43,207) 58,805
Income taxes 6,917 (21,557)
--------- ---------
INCOME (LOSS) FROM CONTINUING OPERATIONS (36,290) 37,248
--------- ---------
<PAGE>
OGDEN CORPORATION
EARNINGS
(000's Omitted)
<CAPTION>
Years ended December 31,
--------------------------
1999 1998
--------- ---------
<S> <C> <C>
DISCONTINUED OPERATIONS
EBIT-Aviation 11,506 62,155
EBIT-Entertainment (48,681) 23,942
Interest-Net (4,670) 3,865
Income taxes (6) (40,240)
--------- ---------
INCOME (LOSS) FROM DISCONTINUED OPERATIONS (41,851) 49,722
Cumulative effect of change in accounting principle (3,820) --
--------- ---------
COMPANY NET INCOME (LOSS) $ (81,961) $ 86,970
========= =========
EPS-Continuing operations
Basic $ (0.74) $ 0.74
Fully Diluted $ (0.74) $ 0.73
EPS-Discontinued operations
Basic $ (0.85) $ 1.00
Fully Diluted $ (0.85) $ 0.98
EPS-Cumulative effect of change in accounting principle
Basic $ (0.08) --
Fully Diluted $ (0.08) --
</TABLE>
<PAGE>
OGDEN CORPORATION
EARNINGS
(000's Omitted)
<TABLE>
<CAPTION>
Quarters ended December 31,
----------------------------
1999 1998
--------- ---------
<S> <C> <C>
ENERGY SEGMENT:
REVENUE
Energy Operations $ 202,746 $ 182,895
OEES 33,946 35,920
--------- ---------
TOTAL ENERGY REVENUE 236,692 218,815
--------- ---------
DIRECT COSTS
Energy Operations 163,950 136,989
OEES 66,325 35,381
--------- ---------
TOTAL ENERGY DIRECT COSTS 230,275 172,370
--------- ---------
GROSS MARGIN
Energy Operations 38,796 45,906
OEES (32,379) 539
--------- ---------
TOTAL ENERGY GROSS MARGIN 6,417 46,445
% of Revenue 2.71% 21.23%
S.G.& A.
Energy Operations 13,691 11,091
OEES 3,985 4,164
--------- ---------
TOTAL ENERGY S.G.& A. 17,676 15,255
ENERGY OPERATING INCOME (11,259) 31,190
% of Revenue -4.76% 14.25%
ENERGY EQUITY INCOME 3,633 8,773
Minority interests (2,998) (1,888)
--------- ---------
ENERGY EBIT (10,624) 38,075
OTHER SEGMENT:
Revenue 21,141 19,240
Operating income (loss) (20,591) (3,152)
Equity income 89
Unallocated corporate overhead (43,339) (5,398)
Interest-Net (8,891) (4,404)
--------- ---------
Pre-tax income (loss) (83,445) 25,210
Income taxes 18,475 (10,777)
--------- ---------
INCOME (LOSS) FROM CONTINUING OPERATIONS (64,970) 14,433
--------- ---------
<PAGE>
<CAPTION>
Quarters ended December 31,
----------------------------
1999 1998
--------- ---------
<S> <C> <C>
DISCONTINUED OPERATIONS
EBIT-Aviation (14,553) 16,308
EBIT-Entertainment (39,668) (3,313)
Interest-Net (1,764) 1,159
Income taxes 15,017 (8,532)
--------- ---------
INCOME (LOSS) FROM DISCONTINUED OPERATIONS (40,968) 5,622
Cumulative effect of change in accounting principle -- --
--------- ---------
COMPANY NET INCOME (LOSS) $(105,938) $ 20,055
========= =========
EPS-Continuing operations
Basic $ (1.31) $ 0.29
Fully Diluted $ (1.31) $ 0.29
EPS-Discontinued operations
Basic $ (0.83) $ 0.12
Fully Diluted $ (0.83) $ 0.11
</TABLE>
