SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 3, 2001
Ogden Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-3122 13-5549268
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
Two Pennsylvania Plaza, New York, New York 10121
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (212) 868-6000
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 5. Other Events.
On January 3, 2001, Ogden Corporation issued a press release, a copy of
which is attached hereto as Exhibit A.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(a) Financial Statements of business acquired: Not applicable.
(b) Pro forma financial information: Not applicable.
(c) Exhibit: Press Release of Ogden Corporation, dated January 3, 2001,
reporting the Company's increased earnings estimates, agreement on terms
of a master credit facility with its principal credit providers, and
completion of the sale of its FBO business.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereto duly authorized.
Date: January 4, 2001
OGDEN CORPORATION
By:
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Name: Scott G. Mackin
Title: President and Chief Executive Officer
<PAGE>
OGDEN Graphic
CONTACT: Eric Berman
Adam Weiner
David Lilly
at Kekst and Company
212-521-4800
or:
Raymond E. Dombrowski
Ogden Corporation
212-868-6000
FOR IMMEDIATE RELEASE
OGDEN ANNOUNCES INCREASED EARNINGS ESTIMATES FOR 2000 AND 2001
-- Company Also Reaches Agreement on Terms of Master Credit Facility --
-- Sale of FBO Business Completed --
NEW YORK, JANUARY 3, 2001 - Ogden Corporation (NYSE: OG) today announced
increased estimates for recurring base Earnings Before Interest and Taxes (EBIT)
from its core Energy business for the full years 2000 and 2001.
Ogden expects to record recurring base EBIT for the full year 2000 in excess of
$100 million, up from the previously announced recurring base EBIT projection of
modestly above $95 million. Recurring base EBIT for the full year 1999 was $80.3
million. The increase in the Company's projections is due primarily to continued
strong performance of and enhanced pricing at numerous domestic Independent
Power Production and Waste to Energy facilities.
In addition, Ogden stated that it believes that recurring base EBIT for the full
year 2001 will grow to approximately $115 million. This increase over previous
projections is due to: the Company's measured confidence in continued enhanced
pricing, both in terms of electricity off-take pricing where contracts reference
market indices and waste tip fee pricing where the Company has merchant
capacity; several new small contracts in the Company's Water Group; a
reprioritization of targeted development markets away from Asia, which will
significantly reduce overall development expense; and, certain company-wide
operating efficiencies, including reorganization of our offices located in the
Pacific Rim.
During the course of Ogden's strategic repositioning and divestiture efforts,
the Company has indicated its belief that recurring base EBIT, which represents
the sustainable earnings of its ongoing Energy business without one-time items,
has been the best indicator of the Company's underlying strength, value and
growth potential. The factors affecting recurring Energy EBIT and EPS are not
identical. Consequently, the change in the estimates of EBIT reported today may
not have a parallel impact on EPS.
"The strong performance of our Energy business in the fourth quarter
demonstrates Ogden's capabilities as an energy company and the growth potential
of the independent power production sector," said Scott G. Mackin, President and
Chief Executive Officer of Ogden Corporation. "We believe that these trends will
continue in 2001 and that we will continue to see substantial growth from our
portfolio of projects in operation and under construction, with additional
growth coming from targeted investments in the burgeoning United States market
and select markets abroad."
Master Credit Facility Agreement Announced
Ogden also announced that it has reached agreement on the terms of a master
credit facility with its principal credit providers, subject to definitive
documentation.
"We are pleased that our lenders are supportive of our efforts to restructure
around our core Energy business and that they are permitting Ogden the financial
flexibility needed to maintain and grow our Energy franchise," said Mr. Mackin.
Under the terms of the facility, which is scheduled to mature on May 31, 2002
and will be secured by certain of the Company's assets, Ogden will reduce
outstanding indebtedness under covered credit facilities at closing consistent
with the amount which has been on its balance sheet under the heading
"Restricted Cash-Intended to Repay Debt." Under the terms of the facility, the
Company may continue to make scheduled investments and, to a limited extent,
undertake new Energy investment initiatives. Significant other terms of the
facility include additional liquidity capacity to fund certain letter of credit
requirements and revised financial covenants. Additional terms of the master
facility were not disclosed, pending approval of the definitive documentation.
The Company had expected that the documentation for this facility could be
completed by year-end; however, as a result of negotiations for the facility
with its credit providers, it now projects that definitive documentation for the
facility will be in place by the end of January 2001. As a result, the Company
and its principal credit providers have also agreed to amend the financial
covenants under the Company's existing credit facilities and extend through
January 2001 the facility that was scheduled to mature November 30, 2000.
FBO Sale Completed
The Company also announced that it has completed the sale of its Fixed Base
Operations (FBO) business to the Latsis Group of Greece for approximately $27.5
million. The price reflects adjustments relating to cash balances subsequent to
the definitive agreement with Latsis announced on September 12, 2000.
The transaction includes Ogden's Connecticut-based Flight Services Group and the
FBO assets of its Transair unit based at Le Bourget Airport in Paris, France.
The FBO business provides customized services to business and private aircraft,
including aircraft management, air charter, aircraft sales and air charter
brokerage, as well as, fueling, hangarage and full ground handling capability.
* * *
Ogden Energy Group, a division of Ogden Corporation, is a global developer/owner
and operator of independent power projects and provides related infrastructure
services. 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 Water Systems, a wholly owned unit of Ogden Energy
Group, offers communities single-source design/build/operate services for water
and wastewater treatment infrastructure. Additional information about Ogden can
be obtained via the Internet at www.ogdencorp.com, or through the Company's
automated information system at (888) 643-3612.
Certain statements included in this news release are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Forward-looking statements above
include, but are not limited to, expected earnings and future financial
performance. Although Ogden believes that its expectations are reasonable, it
can give no assurance that these expectations will prove to have been correct.
Factors that could cause Ogden's actual results to differ materially from those
contemplated in the forward-looking statements above include, among others, the
following:
-- Economic, capital market and other business conditions effecting power
generation enterprises specifically and commerce generally including interest,
inflation and exchange rates; weather conditions; creditworthiness of customers
and suppliers, changes in fuel costs and supply; unscheduled outages;
environmental incidents; electric transmission restraints; and risks and
uncertainties associated with the recently deregulated energy industry;
-- Trade, monetary, fiscal, taxation, energy regulation and environmental
policies of governments, agencies and similar organizations in geographic areas
where Ogden has a financial interest;
-- Financial or regulatory accounting principles or policies imposed by the
Financial Accounting Standards Board, the Securities and Exchange Commission,
the Federal Energy Regulatory Commission and similar entities with regulatory
oversight, including without limitation the impact of newly adopted FASB 133
relating to accounting for derivatives which will be effective beginning January
1, 2001. The impact of FASB 133 will vary between accounting periods based on
changes in pricing of various items bought and sold by the Company.
-- Cost and other effects of legal and administrative proceedings,
settlements, investigations and claims;
-- Limitations on Ogden's ability to control the development or operation of
projects in which Ogden has less than 100% interest;
-- The lack of operating history at development projects provides only a
limited basis for management to project the results of future operations;
-- Risks associated with timely completion of development projects, including
obtaining competitive contracts, obtaining regulatory and permitting approvals,
local opposition, and construction delays;
-- Factors associated with operating in foreign countries, including
political instability and risk of war, expropriation and nationalization,
renegotiation or nullification of existing contracts; changes in law; and the
ability to convert foreign currency into United States dollars;
-- Factors which would affect the performance of the Company's remaining
assets and liabilities relating to the aviation and entertainment businesses,
including the demand for its fueling services, utilization of the Corel and
Anaheim arenas and indemnity and other claims relating to disposed of
operations.
-- Other business or investment considerations that may be disclosed from
time to time in Ogden's Securities and Exchange Commission filings or in other
publicly disseminated written documents.
Ogden undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
The foregoing review of factors that could cause Ogden's actual results to
differ materially from those contemplated in the forward-looking statements
included in this news release should not be construed as exhaustive. For more
information regarding these risks and uncertainties, review Ogden's filings with
the Securities and Exchange Commission.
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