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 June 30, 1994
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 1-10282
Ogden Projects, Inc.
(Exact name of registrant as specified in its charter)
Delaware 13-3213657
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
40 Lane Road, Fairfield, NJ 07007-2615
(Address of principal executive offices)
(Zip Code)
(201) 882-9000
(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 June 30, 1994: 38,012,544 shares of Common Stock, $.50 par
value per share.
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
OGDEN PROJECTS, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME
<CAPTION>
FOR THE FOR THE
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
1994 1993 1994 1993
(Thousands of dollars, except per-share data)
<S> <C> <C> <C> <C>
Service revenues $228,853 $212,958 $119,794 $109,455
Construction revenues 112,177 100,384 61,241 62,381
Total revenues 341,030 313,342 181,035 171,836
Operating costs 136,654 129,217 69,523 64,889
Construction costs 103,776 95,477 57,359 60,093
Debt service charges 50,236 48,520 25,033 24,429
General and administrative expenses 10,109 8,088 5,717 3,934
Other deductions (income) - net (3,233) (1,278) (1,781) (627)
Total costs and expenses 297,542 280,024 155,851 152,718
Income before income taxes 43,488 33,318 25,184 19,118
Charge equivalent to income taxes 16,960 13,327 9,822 7,647
Net income $ 26,528 $ 19,991 $ 15,362 $ 11,471
EARNINGS PER SHARE OF COMMON STOCK $ .70 $ .53 $ .40 $ .30
</TABLE>
<PAGE>
<TABLE>
OGDEN PROJECTS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<CAPTION>
June 30, December 31,
1994 1993
(Thousands of dollars)
<S> <C> <C>
ASSETS:
Cash $ 4,208 $ 3,558
Receivables (net of allowances of
$12,039,000 and $7,321,000, respectively) 249,103 224,561
Restricted funds 329,033 359,416
Property, plant, and equipment (net of
accumulated depreciation of
$176,407,000 and $156,475,000, respectively) 1,592,136 1,563,362
Contract acquisition costs 53,476 55,519
Unamortized bond issuance costs 34,605 36,984
Due from affiliated companies 167,364 136,664
Other assets 50,773 52,263
Total Assets $2,480,698 $2,432,327
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable $ 11,820 $ 24,647
Accrued expenses 149,028 151,874
Project Debt:
Revenue bonds issued by and prime
responsibility of municipalities 1,205,080 1,210,935
Revenue bonds issued by municipal
agencies with sufficient service
revenues guaranteed by third parties 338,231 340,431
Other borrowings 28,423 28,423
Deferred income 52,788 52,028
Deferred income taxes 175,792 155,130
Other liabilities 103,110 78,996
Total liabilities 2,064,272 2,042,464
STOCKHOLDERS' EQUITY:
Common Stock: authorized 40 million
shares of $.50 par value; shares
outstanding: 38,012,000 in 1994 and
38,010,000 in 1993 19,006 19,005
Paid-in surplus 150,479 150,445
Retained earnings 246,941 220,413
Stockholders' equity 416,426 389,863
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $2,480,698 $2,432,327
</TABLE>
<PAGE>
<TABLE>
OGDEN PROJECTS, INC. AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED CASH FLOWS
<CAPTION>
FOR THE
SIX MONTHS ENDED
JUNE 30,
1994 1993
(Thousands of dollars)
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash generated from operations $ 69,404 $ 59,728
Management of Operating Assets
and Liabilities:
Receivables (23,442) (28,329)
Other assets (6,312) (9,323)
Accounts payable and accrued expenses (14,094) 5,345
Billings in excess of costs and estimated
profit on uncompleted contracts 11,875 31,005
Other liabilities 14,260 3,603
Net cash provided by operating activities 51,691 62,029
CASH FLOWS FROM FINANCING ACTIVITIES:
Decreases in restricted funds
held in trust 30,383 19,065
Receipts from (advances to)
affiliated companies (24,196) 24,845
Repayment of revenue bonds (8,055) (12,870)
Other financing activities (1,045) 278
Net cash provided by
(used in) financing activities (2,913) 31,318
CASH FLOWS FROM INVESTING ACTIVITIES:
Investments in waste-to-energy facilities (45,963) (34,344)
Entities purchased, net of cash acquired (46,814)
Other property, plant, and equipment expenditures (2,165) (2,816)
Net cash used in investing activities (48,128) (83,974)
Net Increase in Cash 650 9,373
Cash at Beginning of Period 3,558 7,938
Cash at End of Period $ 4,208 $ 17,311
</TABLE>
<PAGE>
OGDEN PROJECTS, INC. AND SUBSIDIARIES
JUNE 30, 1994
ITEM 1 (continued) - 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 the
management of Ogden Projects, Inc. (the "Company"), all
adjustments (consisting of normal recurring accruals) necessary for
a fair presentation of the operating results have been included in
the statements.
Earnings per common share are computed by dividing net income by
the weighted average of the number of shares of common stock
outstanding. The weighted average number of shares outstanding
during each period were as follows:
<TABLE>
<CAPTION>
FOR THE FOR THE
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
1994 1993 1994 1993
<C> <C> <C> <C>
38,011,000 37,891,000 38,012,000 37,903,000
</TABLE>
Prior period amounts in the accompanying financial statements have
been reclassified to conform with the 1994 presentation.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS:
Results of Operations:
Income from services (service revenues less operating costs and
debt service charges) in the first six months of 1994 of $42.0
million increased $6.8 million from the comparable period in 1993.
An increase in income from services associated with the start-up
and full commercial operations of the Union County, New Jersey,
facility, improved performance at certain existing facilities, and
from insurance recoveries was partially offset by costs incurred
for planned outages at the Honolulu, Hawaii, facility whose
operation was acquired in 1993 from Asea Brown Boveri Inc. ("ABB").
Construction profit (construction revenues less construction costs)
of $8.4 million in the first six months of 1994 was $3.5 million
higher than the first six months of 1993. This increase was due
primarily to increased construction activity in the 1994 period at
the Montgomery County, Maryland, facility, partially offset by
reduced activity at other facilities currently under construction.
<PAGE>
Service revenues in the first six months of 1994 were $15.9 million
higher than the comparable period in 1993. This increase was due
primarily to the revenues generated from the start-up and full
commercial operations of the Union County facility during the first
six months of 1994, increased revenues from the facilities whose
operations were acquired in 1993 from ABB (Detroit, Michigan;
Hartford, Connecticut; and Honolulu facilities), the revenue from
the operation of the transfer station at the Montgomery County
facility, and from securing higher-priced waste streams at certain
other operating facilities.
Construction revenues in the first six months of 1994 were $11.8
million higher than in the first six months of 1993. This increase
was primarily due to construction activity in the first six months
of 1994 at the Montgomery County facility which broke ground in
April 1993, partially offset by reduced construction activity at
the Union County facility during the period as the project neared
completion. Construction of the Union County facility was
completed in May 1994, while construction of the Montgomery County
and Lee County, Florida, facilities and the retrofit project at the
Detroit facility is expected to continue throughout the remainder
of the year. The Company recognizes profit on the percentage-of-
completion method commencing at the level of completion at which
the total profit is reasonably determinable.
Additional service revenues in 1994 are expected from continued
commercial operation of the Union County facility as well as from
enhanced performance at certain facilities currently in operation
and marketing efforts to secure additional higher-priced waste
streams. Service revenues in future years may be generated from
acquisitions and new projects breaking ground. Additional
construction revenue in 1994 and in future years may be generated
from new projects breaking ground and sales of limited partnership
interests and related tax benefits. Although construction starts
cannot be predicted with certainty, the Company continues to work
toward ground breakings on two municipally-owned facilities. One
such facility, scheduled to be located in Dartmouth, Nova Scotia,
suffered a setback in July 1994 when the Minister of the
Environment of the provincial government decided against approving
the project. The Company is currently considering its options,
including an appeal of the decision. In addition, with the decline
in the number of requests for proposals for new facilities, the
Company's primary source of new business in the past, the Company
is pursuing opportunities for the development of waste-to-energy
facilities for which there are no sponsoring municipalities. The
Company is also pursuing opportunities outside of the waste-to-
energy industry, including independent power production, paperboard
recycling, and wastewater treatment.
Operating costs increased $7.4 million in the first six months of
1994 as compared to the first six months of 1993. This increase
was principally a result of costs incurred at the Honolulu facility
for its scheduled outage and at the Detroit facility for increased
maintenance work as well as from costs incurred for the operations
of the Union County facility and the transfer station at the
Montgomery County facility, both of which were not in operation
<PAGE>
during the 1993 period. This increase was partially offset by
amounts recovered from insurance companies for certain property
damage resulting in 1993. Operating costs included $17.8 million
and $17.5 million in the first six months of 1994 and 1993,
respectively, for depreciation of waste-to-energy facilities.
Debt service charges increased $1.7 million in the first six months
of 1994 as compared to the first six months of 1993. This increase
was due to higher interest rates resulting from the conversion of
one series of adjustable rate project debt to fixed rates in the
fourth quarter of 1993 and higher interest expense resulting from
two interest rate swap agreements entered into in the second
quarter of 1993 as hedges against interest rate exposure on two
other series of adjustable rate project debt. The interest rate
swap agreements resulted in an additional $1.0 million and $0.3
million of interest expense in the first six months of 1994 and
1993, respectively.
General and administrative expenses increased $2.0 million in the
first six months of 1994 as compared to the first six months of
1993 due primarily to the timing of expenditures and increased
marketing efforts, including those related to opportunities in new
industries.
Other income in the first six months of 1994 includes $2.9 million
of interest income from amounts advanced to affiliated companies as
compared to $0.7 million for such interest income during the
comparable period in 1993.
The effective rate of the charge equivalent to income taxes for the
first six months of 1994 was 39% compared to 40% in the comparable
period in 1993. This decrease in the effective rate is due to
additional investment tax credits generated in the 1994 period from
the construction of the Onondaga, New York, facility, partially
offset by the higher corporate Federal income tax rate in the 1994
period resulting from the passage of the Omnibus Budget
Reconciliation Act of 1993 in the third quarter of 1993.
Income from services (service revenues less operating costs and
debt service charges) in the second quarter of 1994 of $25.2
million increased $5.1 million from the comparable period in 1993.
This increase was due primarily to the start-up and full commercial
operations of the Union County facility and from slightly improved
performance at the facilities whose operations were acquired in
1993 from ABB. Construction profit (construction revenues less
construction costs) of $3.9 million in the second quarter of 1994
was $1.6 million higher than the second quarter of 1993 due
primarily to increased construction activity in the 1994 period at
the Montgomery County facility, partially offset by reduced
activity at other facilities currently under construction.
Service revenues in the second quarter of 1994 were $10.3 million
higher than the comparable period in 1993. This increase was due
primarily to the revenues generated from the start-up and full
commercial operations of the Union County facility during the
second quarter of 1994, increased revenues from the Hartford
facility from enhanced performance, the revenue from the operation
of the transfer station at the Montgomery County facility, and from
securing higher-priced waste streams at certain other operating
facilities.
<PAGE>
Construction revenues in the second quarter of 1994 were $1.1
million lower than in the second quarter of 1993. This decrease
was primarily due to reduced construction activity at the Union
County facility as the project neared completion, partially offset
by increased construction activity in the second quarter of 1994 at
the Montgomery County facility.
Operating costs increased $4.6 million in the second quarter of
1994 as compared to the second quarter of 1993. This increase was
principally a result of costs incurred at the Detroit facility for
increased maintenance work and costs incurred for the operations of
the Union County facility and the transfer station at the
Montgomery County facility. Operating costs included $9.0 million
and $8.7 million in the second quarter of 1994 and 1993,
respectively, for depreciation of waste-to-energy facilities.
Debt service charges increased $0.6 million in the second quarter
of 1994 as compared to the second quarter of 1993. This increase
was due primarily to higher interest rates resulting from the
conversion of one series of adjustable rate project debt to fixed
rates in the fourth quarter of 1993 and higher interest expense
resulting from two interest rate swap agreements entered into in
the middle of the second quarter of 1993 as hedges against interest
rate exposure on two other series of adjustable rate project debt.
The interest rate swap agreements resulted in an additional $0.4
million and $0.3 million of interest expense in the second quarter
of 1994 and 1993, respectively.
General and administrative expenses increased $1.8 million in the
second quarter of 1994 as compared to the second quarter of 1993
due primarily to the timing of expenditures and increased marketing
efforts, including those related to opportunities in new
industries.
Other income in the second quarter of 1994 includes $1.6 million of
interest income from amounts advanced to affiliated companies as
compared to $0.4 million for such interest income during the
comparable period in 1993.
The effective rate of the charge equivalent to income taxes for the
second quarter of 1994 was 39% compared to 40% in the comparable
period in 1993. This decrease in the effective rate is due to
additional investment tax credits generated in the 1994 period from
the construction of the Onondaga facility, partially offset by the
higher corporate Federal income tax rate in the 1994 period.
Financial Condition and Capital Resources:
Receivables at June 30, 1994 increased $24.5 million from December
31, 1993 due primarily to $8.5 million which reflects amounts
recorded for services performed currently which will be billed by
contract at later dates and $15.1 million from timing of billings
and collections.
Restricted funds held in trust decreased by $30.4 million during
the first six months of 1994 principally as a result of funds
disbursed to cover expenditures for the Onondaga County facility.
<PAGE>
Other liabilities at June 30, 1994 increased $24.1 million from
December 31, 1993 due primarily to billings in excess of costs on
uncompleted construction contracts, additional retainage on
construction in progress, and amounts due to a third party as part
of a sharing of a litigation settlement.
At June 30, 1994, capital commitments, exclusive of funds provided
by revenue bonds issued by municipalities and municipal agencies,
amounted to $17.6 million, of which $7.9 million was for direct
equity investments in waste-to-energy facilities and $9.7 million
was for normal replacement, modernization, and growth.
<PAGE>
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
In the ordinary course of its business, the Company
becomes 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 the Company operates. Such proceedings also
include actions brought by individuals or local
governmental authorities seeking to overrule governmental
decisions on matters relating to the Company's operations
in which the Company may be, but is not necessarily, a
party. Most proceedings brought against the Company by
governmental authorities under these laws relate to
alleged technical violations of regulations, licenses, or
permits pursuant to which the Company operates. At June
30, 1994, the Company continued to be involved in one such
previously reported proceeding in which the Company
believes sanctions involved may exceed $100,000. The
Company believes that such proceeding will not have a
material adverse effect on it or its business.
Item 4. Submission of Matters to a Vote of Security Holders
(a) The annual meeting of shareholders of Ogden
Projects, Inc. was held on May 23, 1994.
(b) Not applicable.
(c) Proposal 1:
To elect three directors to hold office for a term of
three years until the annual meeting of shareholders in
1997 and their respective successors have been elected
and qualified.
<TABLE>
<CAPTION>
Shared Shares
Name Voted For Withheld
<S> <C> <C>
Constantine G. Caras 37,283,759 91,788
Jeffrey F. Friedman 37,288,835 86,712
Philip G. Husby 37,289,442 86,105
</TABLE>
Proposal 2: To ratify the selection of Deloitte &
Touche as auditors of the Company for the
year 1994.
<TABLE>
<CAPTION>
Shares Shares Shares
Voted For Voted Against Abstained
<C> <C> <C>
37,329,651 17,467 28,429
</TABLE>
<PAGE>
Item 5. Other Information
Ogden Corporation ("Ogden") is the owner of 84.2% of the
outstanding common stock of the Company. On June 6, 1994
Ogden submitted an offer to the Board of Directors of the
Company proposing to enter into an agreement of merger
providing for the acquisition by Ogden of the remaining
outstanding shares of the Company's common stock that Ogden
does not currently own for consideration consisting of 0.78
shares of Ogden common stock for each share of the Company's
common stock (the "Offer").
On June 6, 1994 the Board of Directors of the Company
appointed a special committee composed of independent
directors (the "Special Committee") to review and consider
the Offer. The Special Committee has retained financial and
legal advisers. The Offer is subject to approval by the
Special Committee and the execution of a definitive merger
agreement.
Since the Offer was made by Ogden there have been eight
class action civil suits filed by Company shareholders in
the Court of Chancery of the State of Delaware in and for
New Castle County against Ogden, the Company, and the
Company's Directors. The actions allege, among other
things, that the consideration to be paid the Company's
shareholders is grossly unfair, inadequate, and
substantially below the fair value of the Company's shares.
The actions seek injunctive relief against Ogden and the
Company to enjoin them from consummating a transaction which
would be unfair to the Company's shareholders as well as
seeking the award of compensatory damages.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
Number Exhibits
2.0 (a) Stock Purchase and Sale Agreement by and
between Ogden Projects, Inc. and Blount,
Inc., dated December 17, 1990 without
exhibits.*
(b) Agreement and Amendment, dated as of May 23,
1991, to the Stock Purchase and Sale
Agreement between Ogden Projects, Inc. and
Blount, Inc., dated December 17, 1990.*
4.1 (a) Trust Indenture, dated as of December 1,
1986, and amended and restated as of July 1,
1987, between Shawmut Bank, N.A., as
trustee, and Massachusetts Industrial
Finance Agency.*
<PAGE>
(i) Amendment No. 2, dated as of April 1,
1992, to Amended and Restated Trust
Indenture, as amended, between Shawmut
Bank, N.A., as trustee, and
Massachusetts Industrial Finance
Agency.*
(ii) Supplemental and Amending Trust
Indenture, dated as of May 1, 1992,
between Shawmut Bank, N.A., as trustee,
and Massachusetts Industrial Finance
Agency.*
(b) OHA Loan Agreement, dated as of December 1,
1986, and as amended as of August 1, 1988,
between Ogden Haverhill Associates and
Massachusetts Industrial Finance Agency.*
(i) Amendment No. 2, dated as of May 1,
1992, to the OHA Loan Agreement, as
amended, between Ogden Haverhill
Associates and Massachusetts Industrial
Finance Agency.*
(c) OHA (Ogden Haverhill Project) Massachusetts
Industrial Finance Agency Series A Note,
dated December 23, 1986, and as amended as
of August 1, 1988 (Amendment incorporated by
reference to Exhibit No. 4.1(e)), by Ogden
Haverhill Associates to Shawmut Bank, N.A.,
as trustee.*
(d) OHA (Ogden Haverhill Project) Massachusetts
Industrial Finance Agency Series B Note,
dated December 23, 1986, and as amended as
of August 1, 1988 (Amendment incorporated by
reference to Exhibit No. 4.1(e)), by Ogden
Haverhill Associates to Shawmut Bank, N.A.,
as trustee.*
(e) OHA (Ogden Haverhill Project) Massachusetts
Industrial Finance Agency Series C Note,
dated December 23, 1986, and as amended as
of August 1, 1988, by Ogden Haverhill
Associates to Shawmut Bank, N.A., as
trustee.*
(i) Amendment No. 2, dated as of May 28,
1992, to OHA (Ogden Haverhill Project)
Massachusetts Industrial Finance Agency
Series C Note, as amended, by Ogden
Haverhill Associates to Shawmut Bank,
N.A., as trustee.*
(f) SBR Loan Agreement, dated as of December 1,
1986, and as amended through August 1, 1988,
between SBR Associates and Massachusetts
Industrial Finance Agency.*
<PAGE>
(i) Amendment No. 2, dated as of May 1,
1992, to SBR Loan Agreement, as amended,
between SBR Associates and Massachusetts
Industrial Finance Agency.*
(g) SBR (Ogden Haverhill Project) Massachusetts
Industrial Finance Agency Series D Note,
dated December 23, 1986, and as amended as
of August 1, 1988, by SBR Associates to
Shawmut Bank, N.A., as trustee.*
(i) Amendment No. 2, dated as of May 28,
1992, to SBR (Ogden Haverhill Project)
Massachusetts Industrial Finance Agency
Series D Note, as amended, by SBR
Associates to Shawmut Bank, N.A., as
trustee.*
(h) Letter of Credit and Reimbursement
Agreement, dated as of December 1, 1986,
between Ogden Martin Systems of Haverhill,
Inc. and Union Bank of Switzerland, New York
Branch.*
(i) Reimbursement Agreement Amendment, dated
August 1, 1988, between Ogden Martin
Systems of Haverhill, Inc. and Union
Bank of Switzerland, New York Branch.*
(ii) Second Reimbursement Agreement
Amendment, dated August 1, 1989, between
Ogden Martin Systems of Haverhill, Inc.
and Union Bank of Switzerland, New York
Branch.*
(iii) Third Reimbursement Agreement Amendment,
dated October 13, 1989, between Ogden
Martin Systems of Haverhill, Inc. and
Union Bank of Switzerland, New York
Branch.*
(iv) Fourth Reimbursement Agreement Amendment,
dated as of September 23, 1991, between
Ogden Martin Systems of Haverhill, Inc. and
Union Bank of Switzerland, New York
Branch.*
(v) Fifth Reimbursement Agreement Amendment,
dated as of May 1, 1992, between Ogden
Martin Systems of Haverhill, Inc. and Union
Bank of Switzerland, New York Branch.*
(i) Reimbursement Agreement, dated as of May
31, 1989, between Ogden Haverhill
Properties, Inc. and Swiss Bank
Corporation, New York Branch.*
(i) First Amendment to the Reimbursement
Agreement dated as of May 28, 1992 between
Ogden Haverhill Properties, Inc. and Swiss
Bank Corporation, New York Branch.*
4.2 (a) Second Amended and Restated Trust Indenture,
dated as of February 1, 1989, between the Fairfax
County Economic Development Authority and Crestar
Bank, as trustee.*
(b) Conditional Sale and Security Agreement, dated as
of February 1, 1988, between the Fairfax County
Solid Waste Authority and Ogden Martin Systems of
Fairfax, Inc.*
4.3 Specimen Stock Certificate for Registrant's Common Stock.*
4.4 Demand Note, dated May 31, 1989, by Registrant to Ogden
Corporation.*
4.5 Demand Note, dated December 19, 1984, by Registrant
to Bouldin Development Corporation.*
10.1 Tax Sharing Agreement, dated as of January 1, 1989,
among Ogden Corporation, Company and Subsidiaries,
Ogden Allied Services, Inc. and Subsidiaries, and
Ogden Financial Services, Inc. and Subsidiaries.*
10.2 (a) Amended and Restated Cooperation Agreement, dated
April 30, 1983 and amended and restated as of
April 1, 1985, and as further amended through
May 25, 1989 between Ogden Martin Systems, Inc.
and Martin GmbH fur Umwelt- und Energietechnik
(confidential status has been granted for certain
provisions thereof pursuant to Commission Order
No. 810132).*
(i) Amendment to Section 5.3.1 of the Amended
and Restated Cooperation Agreement,
effective as of January 1, 1989, between
Ogden Martin Systems, Inc. and Martin GmbH
fur Umwelt- und Energietechnik
(confidential status has been granted for
certain provisions thereof pursuant to Rule
24b-2.)*
(ii) Amendment No. 6 to Amended and Restated
Cooperation Agreement, effective as of
January 1, 1991, between Ogden Martin
Systems, Inc. and Martin GmbH fur Umwelt-
und Energietechnik.*
(b) Rights of First Refusal, dated June 2, 1989,
among Walter Josef Martin, Anneliese Martin,
Johannes Josef Edmund Martin and Ogden Martin
Systems, Inc.*
10.3 Ogden Projects, Inc. Directors' Stock Option Plan.*
10.4 Letter Agreement, dated October 5, 1990, between
David L. Sokol and Ogden Corporation.*
10.5 Ogden Projects, Inc. Employees' Stock Option Plan.*
10.6 Ogden Corporation Pension Plan, as amended and
restated, effective as of January 1, 1988.*
10.7 Ogden Corporation Supplementary Deferred Benefit
Plan, adopted December 13, 1976, and amended as of
January 5, 1988.*
10.8 Ogden Corporation Stock Option Plan, effective as of
March 11, 1986.*
10.9 Ogden Corporation 1990 Stock Option Plan, effective
as of October 11, 1990.*
10.10 Ogden Projects, Inc. Pension Plan effective as of
January 1, 1989.*
(i) Amendment to Ogden Projects, Inc. Pension Plan
effective as of January 1, 1994.*
10.11 Form of Supplementary Deferred Benefit Plan of Ogden
Projects, Inc. effective as of January 1, 1989.*
10.12 Ogden Projects, Inc. Profit Sharing Plan effective as
of January 1, 1989.*
(i) Ogden Projects Profit Sharing Plan
amendment by Unanimous Written Consent of
the Administrative Committee, dated
March 7, 1990.*
(ii) Amendment to Ogden Projects, Inc. Profit
Sharing Plan effective as of January 1,
1994.*
10.13 Ogden Allied Services Saving and Security Plan, as
amended and restated, effective as of August 1,
1986.*
10.14 Ogden Services Corporation Profit Sharing Plan, as
amended and restated, effective as of January 1,
1989, as further amended July 18, 1990.*
10.15 (a) Ogden Services Corporation Executive Pension
Plan, effective as of January 1, 1989.*
(b) Ogden Services Corporation Executive Pension Plan
Trust Agreement, dated as of October 1, 1990,
between Ogden Services Corporation and The Bank
of New York.*
10.16 (a) Ogden Services Corporation Select Savings Plan,
dated as of October 1, 1990.*
(b) Ogden Services Corporation Select Savings Plan
Trust Agreement, dated as of October 1, 1990,
between Ogden Services Corporation and The Bank
of New York.*
10.17 Form of Supplemental Defined Benefit Plan of Ogden
Allied Services effective as of January 1, 1989.*
10.18 Ogden Environmental Services Pension Plan effective
as of January 1, 1989.*
10.19 Ogden Environmental Services Profit Sharing Plan
effective as of January 1, 1989.*
(i) Ogden Environmental Services Profit Sharing Plan
amendment by Unanimous Written Consent of the
Administrative Committee, dated March 7, 1990.*
10.20 Form of Supplementary Deferred Benefit Plan of Ogden
Environmental Services, Inc., effective as of January
1, 1989.*
10.21 Stock Purchase Agreement, dated as of May 31, 1989,
between Company and Ogden Corporation.*
10.22 Stock Purchase Option Agreement, dated June 14, 1989,
between Ogden Corporation and Company.*
(i) Amendment to Stock Purchase Option Agreement,
dated November 16, 1989, between Ogden
Corporation and Company.*
10.23 Employment Agreement, dated as of June 1, 1990,
between Company and William C. Mack.*
10.24 Employment Agreement, dated as of June 1, 1990,
between Company and Scott G. Mackin.*
(i) Employment Agreement dated January 1, 1994
between Company and Scott G. Mackin.*
10.25 Employment Agreement, dated as of June 1, 1990,
between Company and Gloria A. Mills.*
10.26 Employment Agreement, dated as of June 1, 1990,
between Company and Bruce W. Stone.*
10.27 Employment Agreement, dated as of June 1, 1990,
between Company and John M. Klett.*
10.28 Employment Agreement, dated as of May 24, 1990,
between Ogden Corporation and R. Richard Ablon, as
amended October 11, 1990.*
10.29 Agreement and Plan of Merger dated September 20, 1990
by and among Ogden Environmental Services of Houston,
Inc., Ogden Acquisition Company and American
Envirotech, Inc.*
<PAGE>
(i) Amendment dated June 12, 1991 by and among Ogden
Environmental Services of Houston, Inc., Ogden
Acquisition Company, and American Envirotech,
Inc.*
10.30 Ogden Projects, Inc. Core Executive Benefit Program.*
11.0 Detail of Computation of Earnings Applicable to
Common Stock.
_______________
* Incorporated by reference as set forth in the Exhibit Index of
this Form 10-Q.
Note:
Long term debt instruments of the Company and its consolidated
subsidiaries under which the total amount of securities authorized
do not exceed 10% of the total assets of the Company and its
subsidiaries on a consolidated basis will be furnished to the
Commission upon request.
b) The Registrant filed the following reports on Form 8-K during
the three months ended June 30, 1994:
None.<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.
OGDEN PROJECTS, INC.
(Registrant)
Date August 10, 1994 BY /s/Scott G. Mackin
Scott G. Mackin
President
Chief Operating Officer
Date August 10, 1994 BY /s/Kenneth G. Torosian
Kenneth G. Torosian
Vice President
Controller
(Chief Accounting Officer)
EXHIBIT INDEX
EXHIBIT LOCATION OF EXHIBIT IN
NUMBER DESCRIPTION OF DOCUMENT SEQUENTIAL NUMBERING SYSTEM
2.0 (a) Stock Purchase and Sale Agreement Incorporated by reference to
by and between Ogden Projects, Exhibit No. 2(a) forming part
Inc. and Blount, Inc. dated of the Registrant's Current
December 17, 1990, without Report on Form 8-K and Form 8
exhibits Amendment to Application or
Report (File No. 1-10282) filed
with the Securities and Exchange
Commission under the Securities
Exchange Act of 1934, as
amended, on June 7, 1991 and
August 6, 1991, respectively.
(b) Agreement and Amendment, dated as Incorporated by reference to
of May 23, 1991, to the Stock Exhibit No. 2(b) forming part
Purchase and Sale Agreement of the Registrant's Current
between Ogden Projects, Inc. and Report on Form 8-K and Form 8
Blount, Inc., dated December 17, Amendment to Application or
1990. Report (File No. 1-10282) filed
with the Securities and Exchange
Commission under the Securities
Exchange Act of 1934, as amended
on June 7, 1991 and August 6,
1991, respectively.
4.1 (a) Trust Indenture, dated as of Incorporated by reference to
December 1, 1986, and amended and Exhibit No. 4.1(a) forming part
restated as of July 1, 1987, of the Registrant's Registration
between Shawmut Bank, N.A., as Statement on Form S-1 (File No.
trustee, and Massachusetts 33-29312) filed with the
Industrial Finance Agency. Securities and Exchange
Commission under the Securities
Act of 1933, as amended.
(i) Amendment No. 2, dated as of Incorporated by reference to
April 1, 1992, to Amended and Exhibit No. 4.1(a)(i) forming
Restated Trust Indenture, as part of the Registrant's Report
amended, between Shawmut on Form 10-Q (File No. 1-10282)
Bank, N.A., as trustee, and filed with the Securities and
Massachusetts Industrial Exchange Commission under the
Finance Agency. Securities Exchange Act of 1934,
as amended, for the quarterly
period ended June 30, 1992.
(ii) Supplemental and Amending Incorporated by reference to
Trust Indenture, dated as of Exhibit No. 4.1(a)(ii) forming
May 1, 1992, between Shawmut part of the Registrant's Report
Bank, N.A., as trustee, and on Form 10-Q (File No. 1-10282)
Massachusetts Industrial filed with the Securities and
Finance Agency. Exchange Commission under the
Securities Exchange Act of 1934,
as amended, for the quarterly
period ended June 30, 1992.<PAGE>
EXHIBIT LOCATION OF EXHIBIT IN
NUMBER DESCRIPTION OF DOCUMENT SEQUENTIAL NUMBERING SYSTEM
(b) OHA Loan Agreement, dated as of Incorporated by reference to
December 1, 1986, and as amended Exhibit No. 4.1(b) forming part
as of August 1, 1988, between of the Registrant's Registration
Ogden Haverhill Associates and Statement on Form S-1 (File No.
Massachusetts Industrial Finance 33-29312) filed with the
Agency. Securities and Exchange
Commission under the Securities
Act of 1933, as amended.
(i) Amendment No. 2, dated as of Incorporated by reference to
May 1, 1992, to the OHA Loan Exhibit No. 4.1(b)(i) forming
Agreement, as amended, part of the Registrant's Report
between Ogden Haverhill on Form 10-Q (File No. 1-10282)
Associates and Massachusetts filed with the Securities and
Industrial Finance Agency. Exchange Commission under the
Securities Exchange Act of 1934,
as amended, for the quarterly
period ended June 30, 1992.
(c) OHA (Ogden Haverhill Project) Incorporated by reference to
Massachusetts Industrial Finance Exhibit No. 4.1(c) forming part
Agency Series A Note, dated of the Registrant's Registration
December 23, 1986, and as amended Statement on Form S-1 (File No.
as of August 1, 1988 (Amendment 33-29312) filed with the
incorporated by reference to Securities and Exchange
Exhibit No. 4.1(e)), by Ogden Commission under the Securities
Haverhill Associates to Shawmut Act of 1933, as amended.
Bank, N.A., as trustee.
(d) OHA (Ogden Haverhill Project) Incorporated by reference to
Massachusetts Industrial Finance Exhibit No. 4.1(d) forming part
Agency Series B Note, dated of the Registrant's Registration
December 23, 1986, and as amended Statement on Form S-1 (File No.
as of August 1, 1988 (Amendment 33-29312) filed with the
incorporated by reference to Securities and Exchange
Exhibit No. 4.1(e)), by Ogden Commission under the Securities
Haverhill Associates to Shawmut Act of 1933, as amended.
Bank, N.A., as trustee.
(e) OHA (Ogden Haverhill Project) Incorporated by reference to
Massachusetts Industrial Finance Exhibit No. 4.1(e) forming part
Agency Series C Note, dated of the Registrant's Registration
December 23, 1986, and as amended Statement on Form S-1 (File No.
as of August 1, 1988, by Ogden 33-29312) filed with the
Haverhill Associates to Shawmut Securities and Exchange
Bank, N.A., as trustee. Commission under the Securities
Act of 1933, as amended.
<PAGE>
EXHIBIT LOCATION OF EXHIBIT IN
NUMBER DESCRIPTION OF DOCUMENT SEQUENTIAL NUMBERING SYSTEM
(i) Amendment No. 2, dated as of Incorporated by reference to
May 28, 1992, to OHA (Ogden Exhibit No. 4.1(e)(i) forming
Haverhill Project) part of the Registrant's
Massachusetts Industrial Report on Form 10-Q (File No.
Finance Agency Series C 1-10282) filed with the
Note, as amended, by Ogden Securities and Exchange
Haverhill Associates to Commission under the Securities
Shawmut Bank, N.A., as Exchange Act of 1934, as
trustee. amended, for the quarterly
period ended June 30, 1992.
(f) SBR Loan Agreement, dated as of Incorporated by reference to
December 1, 1986, and as amended Exhibit No. 4.1(f) forming part
through August 1, 1988, between of the Registrant's Registration
SBR Associates and Massachusetts Statement on Form S-1 (File No.
Industrial Finance Agency. 33-29312) filed with the
Securities and Exchange
Commission under the Securities
Act of 1933, as amended.
(i) Amendment No. 2, dated as of Incorporated by reference to
May 1, 1992, to SBR Loan Exhibit No. 4.1(f)(i) forming
Agreement, as amended, part of the Registrant's Report
between SBR Associates and on Form 10-Q (File No. 1-10282)
Massachusetts Industrial filed with the Securities and
Finance Agency. Exchange Commission under the
Securities Exchange Act of 1934,
as amended, for the quarterly
period ended June 30, 1992.
(g) SBR (Ogden Haverhill Project) Incorporated by reference to
Massachusetts Industrial Finance Exhibit No. 4.1(g) forming part
Agency Series D Note, dated of the Registrant's Registration
December 23, 1986, and as amended Statement on Form S-1 (File No.
as of August 1, 1988, by SBR 33-29312) filed with the
Associates to Shawmut Bank, N.A., Securities and Exchange
as trustee. Commission under the Securities
Act of 1933, as amended.
(i) Amendment No. 2, dated as of Incorporated by reference to
May 28, 1992, to SBR (Ogden Exhibit No. 4.1(g)(i) forming
Haverhill Project) part of the Registrant's Report
Massachusetts Industrial on Form 10-Q (File No. 1-10282)
Finance Agency Series D filed with the Securities and
Note, as amended, by SBR Exchange Commission under the
Associates to Shawmut Bank, Securities Exchange Act of 1934,
N.A., as trustee. as amended, for the quarterly
period ended June 30, 1992.
<PAGE>
EXHIBIT LOCATION OF EXHIBIT IN
NUMBER DESCRIPTION OF DOCUMENT SEQUENTIAL NUMBERING SYSTEM
(h) Letter of Credit and Reimbursement Incorporated by reference to
Agreement, dated as of December Exhibit No. 4.1(h) forming part
1, 1986, between Ogden Martin of the Registrant's Registration
Systems of Haverhill, Inc. and Statement on Form S-1 (File No.
Union Bank of Switzerland, 33-29312) filed with the
New York Branch. Securities and Exchange
Commission under the Securities
Act of 1933, as amended.
(i) Reimbursement Agreement Incorporated by reference to
Amendment, dated August 1, Exhibit No. 4.1(h)(i) forming
1988, between Ogden Martin part of Amendment No. 1 to the
Systems of Haverhill, Inc. Registrant's Registration
and Union Bank of Statement on Form S-1 (File No.
Switzerland, New York 33-29312) filed with the
Branch. Securities and Exchange
Commission under the Securities
Act of 1933, as amended.
(ii) Second Reimbursement Incorporated by reference to
Agreement Amendment, dated Exhibit No. 4.1(h)(ii) forming
August 1, 1989, between part of Amendment No. 3 to the
Ogden Martin Systems of Registrant's Registration
Haverhill, Inc. and Union statement on Form S-1 (File No.
Bank of Switzerland, New 33-29312) filed with the
York Branch. Securities and Exchange
Commission under the Securities
Act of 1933, as amended.
(iii) Third Reimbursement Incorporated by reference to
Agreement Amendment, dated Exhibit No. 4.1(h)(iii) forming
October 13, 1989, between part of Amendment No. 1 to the
Ogden Martin Systems of Registrant's Registration
Haverhill, Inc. and Union Statement on Form S-1 (File No.
Bank of Switzerland, New 33-31575) filed with the
York Branch. Securities and Exchange
Commission under the Securities
Act of 1933, as amended.
(iv) Fourth Reimbursement Incorporated by reference to
Agreement Amendment, dated Exhibit No. 4.1(h)(iv) forming
as of September 23, 1991, part of the Registrant's Report
between Ogden Martin Systems on Form 10-Q (File No. 1-10282)
of Haverhill, Inc. and Union filed with the Securities and
Bank of Switzerland, New Exchange Commission under the
York Branch. Securities Exchange Act of 1934,
as amended, for the quarterly
period ended June 30, 1992.
<PAGE>
EXHIBIT LOCATION OF EXHIBIT IN
NUMBER DESCRIPTION OF DOCUMENT SEQUENTIAL NUMBERING SYSTEM
(v) Fifth Reimbursement Incorporated by reference to
Agreement Amendment, dated Exhibit No. 4.1(h)(v) forming
as of May 1, 1992, between part of the Registrant's Report
Ogden Martin Systems of on Form 10-Q (File No. 1-10282)
Haverhill, Inc. and Union filed with the Securities and
Bank of Switzerland, New Exchange Commission under the
York Branch. Securities Exchange Act of 1934,
as amended, for the quarterly
period ended June 30, 1992.
(i) Reimbursement Agreement, dated as Incorporated by reference to
of May 31, 1989, between Ogden Exhibit No. 4.1(i) forming
Haverhill Properties, Inc. and part of the Registrant's Report
Swiss Bank Corporation, New York on Form 10-Q (File No. 1-10282)
Branch. filed with the Securities and
Exchange Commission under the
Securities Exchange Act of 1934,
as amended, for the quarterly
period ended June 30, 1990.
(i) First Amendment to the Incorporated by reference to
Reimbursement Agreement Exhibit No. 4.1(i)(i) forming
dated as of May 28, 1992 part of the Registrant's Report
between Ogden Haverhill on Form 10-Q (File No. 1-10282)
Properties, Inc. and Swiss filed with the Securities and
Bank Corporation, New York Exchange Commission under the
Branch. Securities Exchange Act of 1934,
as amended, for the quarterly
period ended June 30, 1992.
4.2 (a) Second Amended and Restated Trust Incorporated by reference to
Indenture, dated as of February Exhibit No. 4.8(a) forming part
1, 1989, between the Fairfax of the Registrant's Registration
County Economic Development Statement on Form S-1 (File No.
Authority and Crestar Bank, as 33-29312) filed with the
trustee. Securities and Exchange
Commission under the Securities
Act of 1933, as amended.
(b) Conditional Sale and Security Incorporated by reference to
Agreement, dated as of February Exhibit No. 4.8(b) forming part
1, 1988, between the Fairfax of the Registrant's Registration
County Solid Waste Authority and Statement on Form S-1 (File No.
Ogden Martin Systems of Fairfax, 33-29312) filed with the
Inc. Securities and Exchange
Commission under the Securities
Act of 1933, as amended.
<PAGE>
EXHIBIT LOCATION OF EXHIBIT IN
NUMBER DESCRIPTION OF DOCUMENT SEQUENTIAL NUMBERING SYSTEM
4.3 Specimen Stock Certificate for Incorporated by reference to
Registrant's Common Stock. Exhibit No. 4.12 forming part
of Amendment No. 1 to the
Registrant's Registration
Statement on Form S-1 (File No.
33-29312) filed with the
Securities and Exchange
Commission under the Securities
Act of 1933, as amended.
4.4 Demand Note, dated May 31, 1989, Incorporated by reference to
by Registrant to Ogden Exhibit No. 4.13 forming part
Corporation. of Amendment No. 1 to the
Registrant's Registration
Statement on Form S-1 (File No.
33-29312) filed with the
Securities and Exchange
Commission under the Securities
Act of 1933, as amended.
4.5 Demand Note, dated December 19, Incorporated by reference to
1984, by Registrant to Bouldin Exhibit No. 4.14 forming part
Development Corporation. of Amendment No. 1 to the
Registrant's Registration
Statement on Form S-1 (File No.
33-29312) filed with the
Securities and Exchange
Commission under the Securities
Act of 1933, as amended.
10.1 Tax Sharing Agreement, dated as Incorporated by reference to
of January 1, 1989, among Ogden Exhibit No. 10.21 forming part
Corporation, Ogden Projects, Inc. of the Registrant's Registration
and Subsidiaries, Ogden Allied Statement on Form S-1 (File No.
Services, Inc. and Subsidiaries, 33-29312) filed with the
and Ogden Financial Services, Securities and Exchange
Inc. and Subsidiaries. Commission under the Securities
Act of 1933, as amended.
10.2 (a) Amended and Restated Cooperation Incorporated by reference to
Agreement, dated April 30, 1983 Exhibit No. 10.22(a) forming
and amended and restated as of part of Amendment No. 2 to the
April 1, 1985, and as further Registrant's Registration
amended through May 25, 1989 Statement on Form S-1 (File No.
between Ogden Martin Systems, 33-29312) filed with the
Inc. and Martin GmbH fur Securities and Exchange
Umwelt-und Energietechnik Commission under the
(confidential status has been Securities Act of 1933,
granted for certain provisions as amended.
thereof pursuant to Commission
Order No. 810132).
<PAGE>
EXHIBIT LOCATION OF EXHIBIT IN
NUMBER DESCRIPTION OF DOCUMENT SEQUENTIAL NUMBERING SYSTEM
(i) Amendment to Section 5.3.1 Incorporated by reference to
of the Amended and Restated Exhibit No. 19.1 forming part
Cooperation Agreement, of the Registrant's Report on
effective as of January 1, Form 10-Q (File No. 1-10282)
1989, between Ogden Martin filed with the Securities and
System, Inc. and Martin GmbH Exchange Commission under the
fur Umwelt-und Energietechnik Securities Exchange Act of 1934,
(confidential status has as amended, for the quarterly
been granted for certain period ended June 30, 1990.
provisions thereof pursuant
to Rule 24b-2).
(ii) Amendment No. 6 to Amended Incorporated by reference to
and Restated Cooperation Exhibit No. 19.1 forming part
Agreement, effective as of of the Registrant's Report on
January 1, 1991, between Form 10-Q (File No. 1-10282)
Ogden Martin Systems, Inc. filed with the Securities and
and Martin GmbH fur Exchange Commission under the
Umwelt-und Energietechnik. Securities Exchange Act of 1934,
as amended, for the quarterly
period ended June 30, 1991.
(b) Rights of First refusal, dated Incorporated by reference to
June 2, 1989, among Walter Josef Exhibit No. 10.22(b) forming
Martin, Anneliese Martin, Johannes part of Amendment No. 2 to the
Josef Edmund Martin and Ogden Registrant's Registration
Martin Systems, Inc. Statement on Form S-1 (File No.
33-29312) filed with the
Securities and Exchange
Commission under the Securities
Act of 1933, as amended.
10.3 Ogden Projects, Inc. Directors' Incorporated by reference to
Stock Option Plan. Exhibit No. 10.24 forming part
of the Registrant's Registration
Statement on Form S-1 (File No.
33-29312) filed with the
Securities and Exchange
Commission under the Securities
Act of 1933, as amended.
10.4 Letter Agreement, dated October Incorporated by reference to
5, 1990, between David L. Sokol Exhibit No. 19.5 forming part
and Ogden Corporation. of the Registrant's Report on
Form 10-Q (File No. 1-10282)
filed with the Securities and
Exchange Commission under the
Securities Exchange Act of
1934, as amended, for the
quarterly period ended September
30, 1990.
<PAGE>
EXHIBIT LOCATION OF EXHIBIT IN
NUMBER DESCRIPTION OF DOCUMENT SEQUENTIAL NUMBERING SYSTEM
10.5 Ogden Projects, Inc. Employees' Incorporated by reference to
Stock Option Plan. Exhibit No. 10.26 forming part
of the Registrant's Registration
Statement on Form S-1 (File No.
33-29312) filed with the
Securities and Exchange
Commission under the Securities
Act of 1933, as amended.
10.6 Ogden Corporation Pension Plan, Incorporated by reference to
as amended and restated, Exhibit No. 10.27 forming part
effective as of January 1, 1988. of the Registrant's Registration
Statement on Form S-1 (File No.
33-29312) filed with the
Securities and Exchange
Commission under the Securities
Act of 1933, as amended.
10.7 Ogden Corporation Supplementary Incorporated by reference to
Deferred Benefit Plan, adopted Exhibit No. 10.28 forming part
December 13, 1976, and amended of the Registrant's Registration
as of January 5, 1988. Statement on Form S-1 (File No.
33-29312) filed with the
Securities and Exchange
Commission under the Securities
Act of 1933, as amended.
10.8 Ogden Corporation Stock Option Incorporated by reference to
Plan, effective as of March 11, Exhibit No. 10.29 forming
1986. part of the Registrant's
Registration Statement on Form
S-1 (File No. 33-29312) filed
with the Securities and Exchange
Commission under the Securities
Act of 1933, as amended.
10.9 Ogden Corporation 1990 Stock Incorporated by reference to
Option Plan, effective as of Exhibit No. 10.29 forming part
October 11, 1990. of the Registrant's Report on
Form 10-K (File No. 1-10282)
filed with the Securities and
Exchange Commission under the
Securities Exchange Act of 1934,
as amended, for the fiscal year
ended December 31, 1990.
10.10 Ogden Projects, Inc. Pension Incorporated by reference to
Plan effective as of January 1, Exhibit No. 10.30 forming part
1989. of the Registrant's Registration
Statement on Form S-1 (File No.
33-29312) filed with the
Securities and Exchange
Commission under the Securities
Act of 1933, as amended.<PAGE>
EXHIBIT LOCATION OF EXHIBIT IN
NUMBER DESCRIPTION OF DOCUMENT SEQUENTIAL NUMBERING SYSTEM
(i) Amendment to Ogden Projects, Incorporated by reference to
Inc. Pension Plan effective Exhibit No. 10.10(i) forming
as of January 1, 1994. part of Registrant's Report on
Form 10-K (File No. 1-10282)
filed with the Securities and
Exchange Commission under the
Securities Exchange Act of
1934, as amended, for the
fiscal year ended December 31,
1993.
10.11 Form of Supplementary Deferred Incorporated by reference to
Benefit Plan of Ogden Projects, Exhibit No. 10.31 forming part
Inc. effective as of January 1, of Amendment No. 1 to the
1989. Registrant's Registration
Statement on Form S-1 (File No.
33-29312) filed with the
Securities and Exchange
Commission under the Securities
Act of 1933, as amended.
10.12 Ogden Projects, Inc. Profit Incorporated by reference to
Sharing Plan effective as of Exhibit No. 10.32 forming part
January 1, 1989. of the Registrant's Registration
Statement on Form S-1 (File No.
33-29312) filed with the
Securities and Exchange
Commission under the Securities
Act of 1933, as amended.
(i) Ogden Projects Profit Incorporated by reference to
Sharing Plan amendment by Exhibit No. 19.2 forming part
Unanimous Written Consent of the Registrant's Report
of the Administrative on Form 10-Q (file No. 1-10282)
Committee, dated March 7, filed with the Securities and
1990. Exchange Commission under the
Securities Exchange Act of 1934,
as amended, for the quarterly
period ended March 31, 1990.
(ii) Amendment to Ogden Projects, Incorporated by reference to
Inc. Profit Sharing Plan Exhibit No. 10.12(ii) forming
effective as of January 1, part of Registrant's Report on
1994. Form 10-K (File No. 1-10282)
filed with the Securities and
Exchange Commission under the
Securities Exchange Act of
1934, as amended, for the
fiscal year ended December 31,
1993.
<PAGE>
EXHIBIT LOCATION OF EXHIBIT IN
NUMBER DESCRIPTION OF DOCUMENT SEQUENTIAL NUMBERING SYSTEM
10.13 Ogden Allied Services Saving Incorporated by reference to
and Security Plan, as amended Exhibit No. 10.33 forming part
and restated, effective as of of the Registrant's Registration
August 1, 1986. Statement on Form S-1 (File No.
33-29312) filed with the
Securities and Exchange
Commission under the Securities
Act of 1933, as amended.
10.14 Ogden Services Corporation Incorporated by reference to
Profit Sharing Plan, as amended Exhibit No. 10.34 forming part
and restated, effective as of of the Registrant's Report on
January 1, 1989, as further Form 10-K (File No. 1-10282)
amended July 18, 1990. filed with the Securities and
Exchange Commission under the
Securities Exchange Act of 1934,
as amended, for the fiscal year
ended December 31, 1990.
10.15 (a) Ogden Services Corporation Incorporated by reference to
Executive Pension Plan, effective Exhibit No. 10.35(a) forming
as of January 1, 1989. part of the Registrant's Report
on Form 10-K (File No. 1-10282)
filed with the Securities and
Exchange Commission under the
Securities Exchange Act of 1934,
as amended, for the fiscal year
ended December 31, 1990.
(b) Ogden Services Corporation Incorporated by reference to
Executive Pension Plan Trust Exhibit No. 10.35(b) forming
Agreement, dated as of October part of the Registrant's Report
1, 1990, between Ogden Services on Form 10-K (file No. 1-10282)
Corporation and The Bank of New filed with the Securities and
York. Exchange Commission under the
Securities Exchange Act of 1934,
as amended, for the fiscal year
ended December 31, 1990.
10.16 (a) Ogden Services Corporation Incorporated by reference to
Select Savings Plan, effective Exhibit No. 10.36(a) forming
as of October 1, 1990. part of the Registrant's Report
on Form 10-K (file No. 1-10282)
filed with the Securities and
Exchange Commission under the
Securities Exchange Act of 1934,
as amended, for the fiscal year
ended December 31, 1990.
<PAGE>
EXHIBIT LOCATION OF EXHIBIT IN
NUMBER DESCRIPTION OF DOCUMENT SEQUENTIAL NUMBERING SYSTEM
(b) Ogden Services Corporation Incorporated by reference to
Select Savings Plan Trust Exhibit No. 10.36(b) forming
Agreement, dated as of October part of the Registrant's Report
1, 1990, between Ogden Services on Form 10-K (File No. 1-10282)
Corporation and The Bank of New filed with the Securities and
York. Exchange Commission under the
Securities Exchange Act of 1934,
as amended, for the fiscal year
ended December 31, 1990.
10.17 Form of Supplemental Defined Incorporated by reference to
Benefit Plan of Ogden Allied Exhibit No. 10.34 forming
Services effective as of January part of Amendment No. 1 to
1, 1989. the Registrant's Registration
Statement on Form S-1 (File No.
33-29312) filed with the
Securities and Exchange
Commission under the Securities
Act of 1933, as amended.
10.18 Ogden Environmental Services Incorporated by reference to
Pension Plan effective as of Exhibit No. 10.35 forming
January 1, 1989. part of the Registrant's
Registration Statement on Form
S-1 (File No. 33-29312) filed
with the Securities and Exchange
Commission under the Securities
Act of 1933, as amended.
10.19 Ogden Environmental Services Incorporated by reference to
Profit Sharing Plan effective as Exhibit No. 10.36 forming part
of January 1, 1989. of the Registrant's Registration
Statment on form S-1 (File No.
33-29312) filed with the
Securities and Exchange
Commission under the Securities
Act of 1933, as amended.
(i) Ogden Environmental Services Incorporated by reference to
Profit Sharing Plan Exhibit No. 19.3 forming part
amendment by Unanimous of the Registrant's Report on
Written Consent of the Form 10-Q (File No. 1-10282)
Administrative Committee, filed with the Securities and
dated March 7, 1990. Exchange Commission under the
Securities Exchange Act of 1934,
as amended, for the quarterly
period ended March 31, 1990.
<PAGE>
EXHIBIT LOCATION OF EXHIBIT IN
NUMBER DESCRIPTION OF DOCUMENT SEQUENTIAL NUMBERING SYSTEM
10.20 Form of Supplementary Deferred Incorporated by reference to
Benefit Plan of Ogden Exhibit No. 10.37 forming part
Environmental Services, Inc., of Amendment No. 1 to the
effective as of January 1, 1989. Registrant's Registration
Statement on Form S-1 (File No.
33-29312) filed with the
Securities and Exchange
Commission under the Securities
Act of 1933, as amended.
10.21 Stock Purchase Agreement, dated Incorporated by reference to
as of May 31, 1989, between Exhibit No. 10.38 forming part
Company and Ogden Corporation. of the Registrant's Registration
Statement on Form S-1 (File No.
33-29312) filed with the
Securities and Exchange
Commission under the Securities
Act of 1933, as amended.
10.22 Stock Purchase Option Agreement, Incorporated by reference to
dated June 14, 1989, between Exhibit No. 10.39 forming part
Ogden Corporation and Company. of the Registrant's Registration
Statement on Form S-1 (File No.
33-29312) filed with the
Securities and Exchange
Commission under the Securities
Act of 1933, as amended.
(i) Amendment to Stock Purchase Incorporated by reference to
Option Agreement, dated Exhibit No. 10.39(i) forming
November 16, 1989, between part of Amendment No. 1 to the
Ogden Corporation and Registrant's Registration
Company. Statement on Form S-1 (File No.
33-31575) filed with the
Securities and Exchange
Commission under the Securities
Act of 1933, as amended.
10.23 Employment Agreement, dated as Incorporated by reference to
of June 1, 1990, between Company Exhibit No. 10.47 forming part
and William C. Mack. of the Registrant's Report on
Form 10-K (File No. 1-10282)
filed with the Securities and
Exchange Commission under the
Securities Exchange Act of 1934,
as amended, for the fiscal year
ended December 31, 1990.
<PAGE>
EXHIBIT LOCATION OF EXHIBIT IN
NUMBER DESCRIPTION OF DOCUMENT SEQUENTIAL NUMBERING SYSTEM
10.24 Employment Agreement, dated as Incorporated by reference to
of June 1, 1990, between Company Exhibit No. 10.48 forming part
and Scott G. Mackin. of the Registrant's Report on
Form 10-K (File No. 1-10282)
filed with the Securities
Exchange Act of 1934, as
amended, for the fiscal year
ended December 31, 1990.
(i) Employment Agreement dated Incorporated by reference to
January 1, 1994 between Exhibit No. 10.24(i) forming
Company and Scott G. Mackin. part of Registrant's Report on
Form 10-K (File No. 1-10282)
filed with the Securities and
Exchange Commission under the
Securities Exchange Act of
1934, as amended, for the
fiscal year ended December 31,
1993.
10.25 Employment Agreement, dated as Incorporated by reference to
of June 1, 1990, between Company Exhibit No. 10.49 forming part
and Gloria A. Mills. of the Registrant's Report on
Form 10-K (File No. 1-10282)
filed with the Securities and
Exchange Commission under the
Securities Exchange Act of 1934,
as amended, for the fiscal year
ended December 31, 1990.
10.26 Employment Agreement, dated as Incorporated by reference to
of June 1, 1990, between Company Exhibit No. 10.50 forming part
and Bruce W. Stone. of the Registrant's Report on
Form 10-K (File No. 1-10282)
filed with the Securities and
Exchange Commission under the
Securities Exchange Act of 1934,
as amended, for the fiscal year
ended December 31, 1990.
10.27 Employment Agreement, dated as Incorporated by reference to
of June 1, 1990, between Company Exhibit No. 10.51 forming part
and John M. Klett. of the Registrant's Report on
Form 10-K (File No. 1-10282)
filed with the Securities and
Exchange Commission under the
Securities Exchange Act of 1934,
as amended, for the fiscal year
ended December 31, 1990.
<PAGE>
EXHIBIT LOCATION OF EXHIBIT IN
NUMBER DESCRIPTION OF DOCUMENT SEQUENTIAL NUMBERING SYSTEM
10.28 Employment Agreement, dated as Incorporated by reference to
of May 24, 1990, as amended Exhibit No. 10.52 forming part
October 11, 1990, between Ogden of the Registrant's Report on
Corporation and R. Richard Ablon. Form 10-K (File No. 1-10282)
filed with the Securities and
Exchange Commission under the
Securities Exchange Act of 1934,
as amended, for the fiscal year
ended December 31, 1990.
10.29 Agreement and Plan of Merger Incorporated by reference to
dated September 20, 1990 by and Exhibit No. 10.53 forming part
among Ogden Environmental of the Registrant's Report on
Services of Houston, Inc., Ogden Form 10-K (File No. 1-10282)
Acquisition Company and American filed with the Securities and
Envirotech, Inc. Exchange Commission under the
Securities Exchange Act of 1934,
as amended, for the fiscal year
ended December 31, 1990.
(i) Amendment dated June 12, Incorporated by reference to
1991 by and among Ogden Exhibit No. 10.29 forming part
Environmental Services of of the Registrant's Report on
Houston, Inc., Ogden Form 10-K (File No. 1-10282)
Acquisition Company and filed with the Securities and
American Envirotech, Inc. Exchange Commission under the
Securities Exchange Act of 1934,
as amended, for the fiscal year
ended December 31, 1991.
10.30 Ogden Projects, Inc. Core Incoroporated by reference to
Executive Benefit Program. Exhibit No. 10.30 forming part
of the Registrant's Report on
Form 10-K (File No. 1-10282)
filed with the Securities and
Exchange Commission under the
Securities Exchange Act of 1934,
as amended, for the fiscal year
ended December 31, 1992.
11.0 Detail of Computation of Transmitted herewith as
Earnings Applicable to Common Exhibit 11.
Stock.
<TABLE>
EXHIBIT 11
OGDEN PROJECTS, INC. AND SUBSIDIARIES
DETAIL OF COMPUTATION OF EARNINGS APPLICABLE TO COMMON STOCK
<CAPTION>
FOR THE FOR THE
SIX MONTHS ENDED THREE MONTHS ENDED
JUNE 30, JUNE 30,
1994 1993 1994 1993
(In Thousands) (In Thousands)
<S> <C> <C> <C> <C>
NUMBER OF SHARES USED FOR COMPUTATION
OF EARNINGS PER SHARE:
Average number of common shares 38,011 37,891 38,012 37,903
INCREMENTAL NUMBER OF SHARES RELATING TO
STOCK OPTIONS AVAILABLE FOR EXERCISE
Primary 107 208 107 200
Fully Diluted 130 254 130 249
NOTE:
Earnings per common share was computed by dividing net income by the weighted average of the number of
shares of common stock outstanding during each period. There were no dividends or other adjustments
to income in computing earnings applicable to common shares.
The incremental shares relating to stock options available for exercise were not included in the
calculation of earnings per common share due to these incremental shares not being considered dilutive
since they result in a reduction in earnings per share of less than three percent.
</TABLE>
