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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
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SEC FILE NUMBER
1-3122
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CUSIP
NUMBER
676346109
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(CHECK ONE): / / Form 10-K / / Form 20-F / / Form 11-K
/X/ Form 10-Q / / Form N-SAR
For period Ended: JUNE 30, 2000
/ / Transition Report on Form 10-K
/ / Transition Report on Form 20-F
/ / Transition Report on Form 11-K
/ / Transition Report on Form 11-K
/ / Transition Report on Form N-SAR
For the Transition Period Ended:_____________________________
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READ INSTRUCTION (ON BACK PAGE) BEFORE PREPARING FORM. PLEASE PRINT OR TYPE.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: _________________________________
PART I - REGISTRANT INFORMATION
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Full Name of Registrant:
OGDEN CORPORATION
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Former Name if Applicable:
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Address of Principal Executive Office (STREET AND NUMBER)
TWO PENNSYLVANIA PLAZA
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City, State and Zip Code
NEW YORK, NEW YORK 10121
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PART II - RULES 12B-25(b) AND (c)
If the subject report could not be filed without unreasonable effect or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
/X/ (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense:
/X/ (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
/ / (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART III - NARRATIVE
State below in reasonable detail the reasons why Form 10-K and Form 10-KSB,
11-K, 10-Q and Form 10-QSB, SAR, or the transition report or portion thereof
could not be filed within the prescribed time period.
As described in the registrant's news release, dated November 4, 1999, and filed
as an exhibit to the registrant's Form 8-K, dated November 9, 1999, the
registrant confirmed its earlier announcement that it is pursuing the sale of
its Aviation and Entertainment business segments and that these segments will be
reported as discontinued operations. As a result of the registrant's decision to
sell these businesses and report them as discontinued operations, it is
necessary for the registrant to significantly reclassify the information in its
financial statements to be included in its quarterly report on Form 10-Q for the
second quarter. Because of the ongoing sales process and related accounting
issues and the additional work required to restate prior periods to show these
operations as discontinued, it was not possible for the registrant to file its
Form 10-Q on or before such date.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
RAYMOND E. DOMBROWSKI, JR. 212 868-5456
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer
is no, identify report(s).
/X/ Yes / / No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected
by the earnings statements to be included in the subject report or portion
thereof?
/ / Yes /X/ No
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable estimate
of the results cannot be made.
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OGDEN CORPORATION
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: August 14, 2000 By: /s/ Raymond E. Dombrowksi, Jr.
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Raymond E. Dombrowski, Jr.
Senior Vice President and
Chief Financial Officer
