-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, HyY0dIo5FefgwCif31aO3zfkPrK1qmg1YMKsq/OWn4xmhR4yeTlr0eFWRvzoWNV1 t76oFXWvEjgHluF5RMEeVQ== 0000073902-95-000006.txt : 19950511 0000073902-95-000006.hdr.sgml : 19950511 ACCESSION NUMBER: 0000073902-95-000006 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950331 FILED AS OF DATE: 19950509 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: OGDEN CORP CENTRAL INDEX KEY: 0000073902 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-FACILITIES SUPPORT MANAGEMENT SERVICES [8744] IRS NUMBER: 135549268 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-03122 FILM NUMBER: 95535676 BUSINESS ADDRESS: STREET 1: TWO PENNSYLVANIA PLZ - 25TH FLR CITY: NEW YORK STATE: NY ZIP: 10121 BUSINESS PHONE: 2128686100 MAIL ADDRESS: STREET 1: TWO PENNSYLVANIA PLAZA CITY: NEW YORK STATE: NY ZIP: 10121 10-Q 1 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 March 31, 1995 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 1-3122 Ogden Corporation (Exact name of registrant as specified in its charter) Delaware 13-5549268 (State or other jurisdiction of I.R.S. Employer Identification incorporation or organization) Number) Two Pennsylvania Plaza, New York, New York 10121 (Address or principal executive offices) (Zip Code) (212)-868-6100 (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 March 31, 1995; 48,810,002 shares of Common Stock, $.50 par value per share. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED MARCH 31, 1995 1994 (In Thousands of dollars, except per share data) Service revenues $376,308 $329,603 Net sales 103,227 98,780 Construction revenue 23,979 50,936 Total revenues 503,514 479,319 Operating costs and expenses 303,478 259,411 Costs of goods sold 92,986 85,545 Construction costs 19,294 46,417 Selling, administrative and general expenses 36,480 31,052 Debt service charges 26,148 25,203 Total costs and expenses 478,386 447,628 Consolidated operating income 25,128 31,691 Interest income 3,911 2,381 Interest expense (7,051) (4,901) Other income (deductions)-net (372) (144) Income before income taxes and minority interests 21,616 29,027 Less: income taxes 9,511 11,901 minority interests (187) 1,798 Income before cumulative effect of change in accounting principle 12,292 15,328 Cumulative effect of change in accounting principle (net of income taxes of $1,100) (1,520) Net income $ 12,292 $ 13,808 EARNINGS (LOSS) PER COMMON SHARE: Income before cumulative effect of change in accounting principle $ .25 $ .35 Cumulative effect of change in accounting principle ( .03) Total $ .25 $ .32 EARNINGS (LOSS) PER COMMON SHARE-ASSUMING FULL DILUTION: Income before cumulative effect of change in accounting principle $ .25 $ .34 Cumulative effect of change in accounting principle ( .03) Total $ .25 $ .31
OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS
MARCH 31, DECEMBER 31, 1995 1994 (In Thousands of Dollars) ASSETS Current Assets: Cash and cash equivalents $ 110,652 $ 117,359 Marketable securities available for sale 49,191 86,676 Restricted funds held in trust 111,197 104,700 Receivables (less allowances: 1995, $36,962 and 1994, $32,783) 584,515 585,959 Deferred income taxes 26,603 26,451 Other 75,722 74,752 Total current assets 957,880 995,897 Property, plant and equipment-net 1,882,423 1,884,774 Restricted funds held in trust 207,943 203,244 Unbilled service and other receivables 183,394 171,441 Unamortized contract acquisition costs 131,450 133,172 Goodwill and other intangible assets 112,251 100,416 Other assets 155,105 155,942 Total Assets $ 3,630,446 $3,644,886 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 3,961 $ 3,483 Current portion of project debt 46,647 45,279 Dividends payable 15,293 13,637 Accounts payable 90,282 93,362 Federal income taxes payable 3,242 10,141 Accrued expenses, etc. 336,003 346,997 Total current liabilities 495,428 512,899 Long-term debt 331,763 304,393 Project debt 1,574,568 1,593,988 Deferred income taxes 280,829 281,065 Other liabilities 193,788 196,305 Minority interest 9,770 10,768 Convertible subordinated debentures 148,650 148,650 Total liabilities 3,034,796 3,048,068 Shareholders' Equity 595,650 596,818 Total Liabilities and Shareholders' Equity $ 3,630,446 $3,644,886
OGDEN CORPORATION AND SUBSIDIARIES STATEMENTS OF SHAREHOLDERS' EQUITY
MARCH 31, DECEMBER 31, 1995 1994 (In Thousands of Dollars) Serial Cumulative Convertible Preferred Stock, par value $1.00 per share; authorized, 4,000,000 shares: shares outstanding: 52,000 in 1995, 54,000 in 1994 $ 52 $ 54 Common Stock, par value $.50 per share; authorized, 80,000,000 shares: shares outstanding: 48,810,000 in 1995, 48,777,000 in 1994 24,405 24,388 Capital Surplus 194,924 194,496 Earned Surplus 378,864 381,864 Cumulative Translation Adjustment-Net (692) (1,399) Pension Liability Adjustment (441) (441) Net Unrealized Loss on Securities Available For Sale (1,462) (2,144) Total $ 595,650 $ 596,818
OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 1995 1994 (In Thousands of Dollars) CASH FLOWS FROM OPERATING ACTIVITIES: Cash generated from operations $ 37,800 $ 46,797 Management of Operating Assets and Liabilities: Decrease (Increase) in Assets: Receivables (364) (18,512) Other assets (20,649) (11,513) Increase (Decrease) in Liabilities: Accounts payable (6,458) (6,293) Accrued expenses 1,521 10,798 Other liabilities (17,914) 21,773 Net cash provided by (used in) operating activities (6,064) 43,050 CASH FLOWS FROM INVESTING ACTIVITIES Entities purchased, net of cash acquired (14,149) Proceeds from sale of marketable securities available for sale 54,740 7,437 Purchase of marketable securities available for sale (17,708) (4,683) Proceeds from sale of business 12,516 Proceeds from sale of property, plant and equipment 507 458 Investments in waste-to-energy facilities (11,447) (19,074) Other capital expenditures (12,618) (11,226) Decrease (increase) in other receivables (5,190) 435 Other 79 Net cash used in investing activities (5,865) (14,058) CASH FLOWS FROM FINANCING ACTIVITIES: Other new debt 28,105 1,460 Decrease in funds held in trust 4,153 28,243 Payment of debt (13,358) (8,478) Dividends paid (13,636) (13,640) Other (42) 466 Net cash provided by financing activities 5,222 8,051 NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (6,707) 37,043 CASH AND EQUIVALENTS AT BEGINNING OF PERIOD 117,359 109,097 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 110,652 $ 146,140
ITEM 1 - 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 Management, all adjustments consisting of normal recurring accruals necessary for a fair presentation of the operating results have been included in the statements. The accompanying financial statements have been reclassified as to certain amounts to conform with the 1995 presentation. ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS: Operations: Revenues for the first three months of 1995 were $24,200,000 higher than the comparable period of 1994, primarily reflecting increased revenues of $22,100,000 in Technology Services primarily due to the acquisition of Applied Data Technology Inc. in January 1995 and increased customer activity in the Atlantic Design group; $14,400,000 in Aviation Services, reflecting the acquisition in late 1994 of four airline catering kitchens in the Canary and Balearic Islands, and in the first quarter of 1995 an airline cargo operation at Heathrow Airport in the United Kingdom as well as the start up of ground services operations in Brazil; $7,400,000 in Waste-to-Energy Services revenues primarily reflecting the full commercial operation of the Union County facility, which was in start-up operations during the first quarter of 1994, revenues generated at the Lee County and Onondaga facilities, which commenced commercial operations in December 1994 and March 1995, respectively, and $8,100,000 in Independent Power Services primarily due to the acquisition of Second Imperial Geothermal Company (SIGC), a geothermal power plant, in the fourth quarter of 1994. These increases were partially offset by a decrease of $27,000,000 in construction revenues due primarily to the Union County and Lee County facilities being completed in May and December 1994, respectively, and from reduced activity at the Montgomery County facility as the project nears completion. Consolidated operating income for the first three months of 1995 was $6,600,000 lower than the comparable period of 1994, primarily due to reduced income of $2,700,000 in Entertainment Services chiefly associated with the late start of the hockey season and the baseball spring training season and the start up of overseas operations; $2,700,000 in Aviation Services reflecting lower margins in the inflight catering group and a loss on the devaluation of the Mexican Peso; $900,000 in waste- to-energy services income (service revenues less operating costs and debt service charges) primarily due to additional maintenance work at the Detroit, Michigan, and at the Haverhill, Massachusetts, facilities, resulting from the planned turbine outage during the 1995 period, which were partially offset by increases from the full commercial operations of the Union County, New Jersey, Lee County, Florida, and Onondaga, New York, facilities. Selling, administra- tive, and general expenses for the first three months of 1995 were $5,400,000 higher than the comparable period of 1994, primarily reflecting selling, administrative and general expenses of companies acquired in transactions accounted for as purchases during the period April 1, 1994 through March 31, 1995, and increased overhead costs and marketing efforts related to international markets for both the Projects and Services segments. Debt service charges relating to the waste-to-energy operations were relatively flat in the first quarter of 1995 as compared to the same period in 1994. Debt service charges relating to Independent Power operations increased $1,174,000 reflecting the debt assumed as part of the SIGC acquisition. Two interest rate swap agreements entered into as hedges against interest rate exposure on two series of adjustable rate project debt resulted in lower interest expense of $15,000 in the first quarter of 1995 and additional interest expense of $600,000 in the first quarter of 1994. Interest income from the first three months of 1995 was $1,500,000 higher than the comparable period of 1994, primarily reflecting interest earned on loans made in the second half of 1994 and higher interest rates on earnings from investments. Interest expense for 1995 was $2,200,000 higher than the comparable period of 1994 chiefly associated with higher interest rates on variable rate debt, higher borrowings and a net reduction of $1,100,000 in income received on two interest rate swap agreements covering notional amounts of $100,000,000 each. One swap agreement expired in March 1994. The other swap agreement expires on December 16, 1998. These swap agreements were entered into in order to convert Ogden's fixed rate $100,000,000 9.25% debentures to variable rate debt. During the first three months of 1995, Ogden paid $200,000 on the remaining swap and in the first three months of 1994 received $900,000 of income on the two swaps. The effective income tax rate for the three months ended March 31, 1995 was 44% compared to a 41% rate for the comparable period of 1994. This increase of 3% in the tax rate is due primarily to reduced investment tax credits, higher foreign tax rates and certain non-deductible foreign losses. Net cash flow from operations for the first three months of 1995 was $49,100,000 lower than the comparable period of 1994 primarily due to a reduction of $25,000,000 in billings in excess of costs on uncompleted construction contracts due to drawndown and payment schedules; a $12,000,000 increase in foreign investments, advances and joint ventures, and the payment of Federal alternative minimum taxes of $11,000,000. Capital Investments, Commitments and Liquidity: During the first three months of 1995, capital investments amounted to $24,000,000 of which $11,400,000, inclusive of restricted funds transferred from funds held in trust, was for waste-to-energy operations and $12,600,000 was for normal replacement and growth in Services, Projects and for Corporate equipment. At March 31, 1995, capital commitments amounted to $55,300,000, which includes commitments for equity investments (over and above restricted funds provided by revenue bonds issued by municipalities) of $2,200,000 for waste-to-energy facilities and $53,100,000 for normal replacement, modernization, and growth in Services' and Projects' operations. Ogden and certain of its subsidiaries have issued or are party to performance bonds and guarantees and related contractual obligations undertaken mainly pursuant to agreements to construct and operate certain waste-to-energy, entertainment, and other facilities. In the normal course of business, they are involved in legal proceedings in which damages and other remedies are sought. Management does not expect that these contractual obligations, legal proceedings, or any other contingent obligations incurred in the normal course of business will have a material adverse effect on Ogden's Consolidated Financial Statements. During 1994, a subsidiary of the Corporation entered into a 30- year facility management contract pursuant to which it has agreed to advance funds to a customer, if necessary and only upon satisfactory completion of construction of the facility, to assist refinancing senior secured debt incurred in connection with construction of the facility. Such refinancing requirements are not expected to exceed $75,000,000 at maturity of the senior secured debt, which is expected to be on or about March 1, 2001. Ogden continues as guarantor of surety bonds and letters of credit totaling approximately $19,200,000 on behalf of International Terminal Operating Co. Inc. and guaranteed borrowings of certain customers amounting to approximately $20,300,000. Management does not expect that these arrangements will have a material adverse effect on Ogden's Consolidated Financial Statements. Projects' waste-to-energy facilities are financed to a large degree by revenue bonds issued by the municipalities for facility construction. Other capital commitments and payments, if any, required by guarantees, are expected to be satisfied from cash flow from operations; available funds, including short-term investments; and the Corporation's unused credit facilities to the extent needed. At March 31, 1995, the Corporation had $159,800,000 in cash, cash equivalents, and marketable securities and unused revolving credit lines of $144,200,000.
Three Months Ended March 31, Information Concerning Business Segments 1995 1994 (In Thousands of Dollars) Revenues: Services: Aviation Services $105,756 $ 91,324 Entertainment Services 51,116 54,698 Environmental Services 33,497 30,908 Technology Services 66,132 44,042 Facility Management Services 89,357 88,061 Other Services 1,976 3,463 Total Services 347,834 312,496 Projects: Waste-to-Energy 116,432 109,059 Independent Power 14,926 6,828 Water and Wastewater 343 Construction Activities 23,979 50,936 Total Projects 155,680 166,823 Total Revenues $503,514 $479,319 Income from Operations: Services $ 11,546 $ 15,815 Projects 16,189 18,383 Total Income from Operations 27,735 34,198 Corporate unallocated expenses - net (2,979) (2,651) Corporate interest - net (3,140) (2,520) Income Before Income Taxes and Minority Interests $ 21,616 $ 29,027
PART II - OTHER INFORMATION Item 1. Legal Proceedings (a) The Company is a party to various legal proceedings involving matters arising in the ordinary course of business. The Company does not believe that there are any pending legal proceedings for damages against the Company, including the legal proceeding described below, the outcome of which would have a material adverse effect on the Company on a consolidated basis. In December 1993 and January 1994, individuals who had been shareholders of American Envirotech, Inc. ("AEI"), a company which in 1992 had been acquired in a merger by a subsidiary of the Company, sued the Company and several of its subsidiaries in state courts in Fort Worth and Houston, Texas. The plaintiffs claim that AEI's termination of its project development in 1993 breached the merger agreement, and that in connection with the termination the Company and its subsidiaries breached fiduciary duties and committed fraud. The Fort Worth plaintiffs seek $37 million in actual damages as well as significant punitive damages. Both cases are in pre-trial proceedings. On March 2, 1995, the Forth Worth court indicated that it would grant plaintiffs' summary judgment motion, and find that the defendants breached the contract. The Company believes that AEI properly terminated its contract in accordance with its terms, that it acted at all times fairly and in compliance with its obligations; and, based on the advice of counsel, that it has meritorious defenses. The Company also believes, based on the advice of counsel, that questions of fact exist and therefore, the Forth Worth court erred in granting summary judgement. The Company intends to take whatever actions are necessary, at the appropriate time, to overcome the impact of the summary judgment ruling, and if it is successful all issues will be tried by a jury. Otherwise the case will be tried as to noncontractual claims and damages only. The Company believes that plaintiffs have not been damaged because the project could not have been completed on a successful basis, and under the merger agreement payments to the plaintiffs were contingent upon successful financing and profitable operations. The Company will vigorously defend these lawsuits and pursue all appropriate appeal rights, if necessary. No assurances can be given as to the ultimate outcome of either case. (See Item 3.(a) Legal Proceedings of Ogden's Form 10-K for the fiscal year ended December 31, 1994) (b) In the ordinary course of its business, Ogden's subsidiaries ("Ogden Subsidiaries") become 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 Ogden Subsidiaries operate. Such proceedings also include actions brought by individuals or local governmental authorities seeking to overrule governmental decisions on matters relating to Ogden Subsidiaries' operations in which Ogden Subsidiaries may be, but are not necessarily, a party. Most proceedings brought against Ogden Subsidiaries by governmental authorities under these laws relate to alleged technical violations of regulations, licenses, or permits pursuant to which Ogden subsidiaries operate. At March 31, 1995, Ogden Subsidiaries were involved in such proceedings in which Ogden believes sanctions involved may exceed $100,000 in the aggregate. Ogden believes that such proceedings will not have a material adverse effect on its business. (See Item 3.(a) Legal Proceedings of Ogden's Form 10-K for the fiscal year ended December 31, 1994) Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 2 Plan of Acquisition, Reorganization Arrangement, Liquidation or Succession. 2.1 Agreement and Plan of Merger, dated as of October 31, 1989, among Ogden, ERCI Acquisition Corporation and ERC International, Inc.* 2.2 Agreement and Plan of Merger among Ogden Corporation, ERC International Inc., ERC Acquisition Corporation and ERC Environmental and Energy Services Co., Inc. dated as of January 17, 1991.* 2.3 Amended and Restated Agreement and Plan of Merger among Ogden Corporation, OPI Acquisition Corporation sub. and Ogden Projects, Inc., dated as of September 27, 1994.* 3 Articles of Incorporation and By-Laws. 3.1 Ogden's Restated Certificate of Incorporation as amended.* 3.2 Ogden's By-Laws, as amended through March 17, 1994.* 4 Instruments Defining Rights of Security Holders. 4.1 Fiscal Agency Agreement between Ogden and Bankers Trust Company, dated as of June 1, 1987 and Offering Memorandum dated June 12, 1987, relating to U.S. $85 million Ogden 6% Convertible Subordinated Debentures, Due 2002.* 4.2 Fiscal Agency Agreement between Ogden and Bankers Trust Company, dated as of October 15, 1987, and Offering Memorandum, dated October 15, 1987, relating to U.S. $75 million Ogden 5-3/4% Convertible Subordinated Debentures, Due 2002.* 4.3 Indenture dated as of March 1, 1992 from Ogden Corporation to The Bank of New York, Trustee, relating to Ogden's $100 million debt offering.* 10 Material Contracts 10.1 Credit Agreement by and among Ogden, The Bank of New York, as Agent and the signatory Lenders thereto dated as of September 20, 1993.* 10.2 Stock Purchase Agreement dated May 31, 1988, between Ogden and Ogden Projects, Inc.* 10.3 Tax Sharing Agreement, dated January 1, 1989 between Ogden, Ogden Projects, Inc. and subsidiaries and Ogden Financial Services, Inc. and subsidiaries.* 10.4 Stock Purchase Option Agreement, dated June 14, 1989, between Ogden and Ogden Projects, Inc. as amended on November 16, 1989.* 10.5 Preferred Stock Purchase Agreement, dated July 7, 1989, between Ogden Financial Services, Inc. and Image Data Corporation.* 10.6 Rights Agreement between Ogden Corporation and Manufacturers Hanover Trust Company, dated as of September 20, 1990.* 10.7 Executive Compensation Plans and Agreements: (a) Ogden Corporation 1986 Stock Option Plan.* (b) Ogden Corporation 1990 Stock Option Plan.* (i) Ogden Corporation 1990 Stock Option Plan as Amended and Restated as of January 19, 1994.* (c) Ogden Services Corporation Executive Pension Plan.* (d) Ogden Services Corporation Select Savings Plan.* (i) Ogden Services Corporation Select Savings Plan Amendment and Restatement as of January 1, 1995.* (e) Ogden Services Corporation Select Savings Plan Trust.* (i) Ogden Services Corporation Select Savings Plan Trust Amendment and Restatement as of January 1, 1995.* (f) Ogden Services Corporation Executive Pension Plan Trust.* (g) Changes effected to the Ogden Profit Sharing Plan effective January 1, 1990.* (h) Employment Letter Agreement between Ogden and an executive officer dated January 30, 1990.* (i) Employment Agreement between R. Richard Ablon and Ogden dated as of May 24, 1990.* (i) Letter Amendment to Employment Agreement between Ogden Corporation and R. Richard Ablon, dated as of October 11, 1991.* (j) Employment Agreement between Ogden and C.G. Caras dated as of July 2, 1990.* (i) Letter Amendment to Employment Agreement between Ogden Corporation and C.G. Caras, dated as of October 11, 1990.* (k) Employment Agreement between Ogden and Philip G. Husby, dated as of July 2, 1990.* (l) Termination Letter Agreement between Maria P. Monet and Ogden dated as of October 22, 1990.* (m) Letter Agreement between Ogden Corporation and Ogden's Chairman of the Board, dated as of January 16, 1992.* (n) Employment Agreement between Ogden Corporation and Ogden's Chief Accounting Officer dated as of December 18, 1991.* (o) Employment Agreement between Scott G. Mackin and Ogden Projects, Inc. dated as of January 1, 1994.* (p) Ogden Corporation Profit Sharing Plan.* (i) Ogden Profit Sharing Plan as amended and restated January 1, 1991 and as in effect through January 1, 1993.* (ii) Ogden Profit Sharing Plan as amended and restated effective as of January 1, 1995.* (q) Ogden Corporation Core Executive Benefit Program.* (r) Ogden Projects Pension Plan.* (s) Ogden Projects Profit Sharing Plan.* (t) Ogden Projects Supplemental Pension and Profit Sharing Plans.* (u) Ogden Projects Employees' Stock Option Plan.* (i) Amendment dated as of December 29, 1994, to the Ogden Projects Employees' Stock Option Plan.* (v) Ogden Projects Core Executive Benefit Program.* (w) Ogden Corporation CEO Formula Bonus Plan.* (x) Form of amendments to the Ogden Projects, Inc. Pension Plan and Profit Sharing Plans effective as of January 1, 1994.* (i) Form of amended Ogden Projects Profit Sharing Plan effective as of January 1, 1994 and incorporated herein by reference.* (ii) Form of amended Ogden Projects Pension Plan, effective as of January 1, 1994 and incorporated herein by reference.* 10.8 First Amended and Restated Ogden Corporation Guaranty Agreement made as of January 30, 1992 by Ogden Corporation for the benefit of Mission Funding Zeta and Pitney Bowes Credit Corporation.* 10.9 Ogden Corporation Guaranty Agreement made as of January 30, 1992 by Ogden Corporation for the benefit of Allstate Insurance Company and Ogden Martin Systems of Huntington Resource Recovery Nine Corp.* 11 Detail of Computation of Earnings applicable to Common Stock. 27 Financial Data Schedule (EDGAR Filing Only). * Incorporated by reference as set forth in the Exhibit Index of this Form 10-Q. (b) Reports on Form 8-K -- on January 3, 1995 Ogden filed a Form 8-K Current Report pursuant to the completion of its merger transaction resulting in Ogden Projects, Inc. becoming a wholly- owned subsidiary of Ogden effective December 29, 1994. SIGNATURES 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 (Registrant) Date: May 9, 1995 By: /S/ Philip G. Husby Philip G. Husby Senior Vice President and Chief Financial Officer Date: May 9, 1995 By: /S/ Robert M. DiGia Robert M. DiGia Vice President, Controller and Chief Accounting Officer EX-11 2 EXHIBIT 11 OGDEN CORPORATION AND SUBSIDIARIES DETAIL OF COMPUTATION OF EARNINGS APPLICABLE TO COMMON STOCK
FOR THE THREE MONTHS ENDED MARCH 31, 1995 1994 (In Thousands) NUMBER OF SHARES USED FOR COMPUTATION OF EARNINGS PER SHARE: Average number of common shares 48,787 43,528 NUMBER OF SHARES USED FOR COMPUTATION OF EARNINGS PER SHARE ASSUMING FULL DILUTION: Average number of common shares 48,787 43,528 Shares issuable for conversion of preferred stock 316 337 Number of shares used for computation 49,103 43,865 COMPUTATION OF EARNINGS APPLICABLE TO COMMON SHARES: Income before cumulative effect of change in accounting principle $ 12,292 $ 15,328 Add (less): dividends on Ogden preferred stock (44) (47) Consolidated income applicable to Ogden common stock $ 12,248 $ 15,281 Cumulative effect of change in accounting principle $ (1,520) COMPUTATION OF EARNINGS APPLICABLE TO COMMON SHARES- ASSUMING FULL DILUTION: Consolidated income applicable to Ogden common stock $ 12,292 $ 15,328 Cumulative effect of change in accounting principle $ (1,520) Note: Earnings per common share was computed by dividing income, increased (decreased) for adjustments arising from minority interest in consolidated subsidiaries, reduced by preferred stock dividends requirements, by the weighted average of the number of shares of common stock and common stock equivalents, where dilutive, outstanding during each period. Earnings per common share, assuming full dilution, was computed on the assumption that all convertible debentures, convertible preferred stock, and stock options converted or exercised during each period, or outstanding at the end of each period were converted at the beginning of each period or the date of issuance or grant, if dilutive. This computation provides for the elimination of related convertible debenture interest and preferred dividends.
EX-27 3 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 QTR-1 DEC-31-1995 JAN-01-1995 MAR-31-1995 110,652 49,191 621,477 36,962 17,403 957,880 2,346,438 464,015 3,630,446 495,428 2,054,981 24,405 0 52 571,193 3,630,446 103,227 503,514 92,986 347,547 0 1,373 7,051 21,616 9,511 12,292 0 0 0 12,292 $0.25 $0.25
EX-99 4 EXHIBIT INDEX EXHIBIT INDEX EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION 2 Plan of Acquisition, Reorganization Arrangement, Liquidation or Succession. 2.1 Agreement and Plan of Merger, Filed as Exhibit 2 to Ogden's dated as of October 31, 1989, Form S-4 Registration Statement among Ogden, ERCI Acquisition File No. 33-32155, and Corporation and ERC International incorporated herein by Inc. reference. 2.2 Agreement and Plan of Merger Filed as Exhibit (10)(x) to among Ogden Corporation, ERC Ogden's Form 10-K for the International Inc., ERC fiscal year ended December 31, Acquisition Corporation and 1990 and incorporated herein ERC Environmental and Energy by reference. Services Co., Inc. dated as of January 17, 1991. 2.3 Amended and Restated Agreement Filed as Exhibit 2 to Ogden's and Plan of Merger among Ogden Form S-4 Registration Statement Corporation, OPI Acquisition File No. 33-56181 and Corporation sub. and Ogden incorporated herein by Projects, Inc. dated as of reference. September 27, 1994. 3 Articles of Incorporation and By-Laws. 3.1 Ogden's Restated Certificate Filed as Exhibit (3)(a) of Incorporation as amended. to Ogden's Form 10-K for the fiscal year ended December 31, 1988 and incorporated herein by reference. 3.2 Ogden's By-Laws, as amended Filed as Exhibit No. 3.2 to through March 17, 1994. Ogden's Form 10-K for the fiscal year ended December 31, 1993 and incorporated herein by reference. 4 Instruments Defining Rights of Security Holders. 4.1 Fiscal Agency Agreement between Filed as Exhibits (C)(3) and Ogden and Bankers Trust Company, (C)(4) to Ogden's Form 8-K dated as of June 1, 1987 and filed with the Securities and Offering Memorandum dated June Exchange Commission on July 7, 12, 1987, relating to U.S. 1987 and incorporated herein $85 million Ogden 6% Convertible by reference. Subordinated Debentures, Due 2002. EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION 4.2 Fiscal Agency Agreement between Filed as Exhibit (4) to Ogden's Ogden and Bankers Trust Company, Form S-3 Registration Statement dated as of October 15, 1987, filed with the Securities and and Offering Memorandum, dated Exchange Commission on December October 15, 1987, relating to 4, 1987, Registration No. U.S. $75 million Ogden 5-3/4% 33-18875, and incorporated Convertible Subordinated herein by reference. Debentures, Due 2002. 4.3 Indenture dated as of March 1, Filed as Exhibit (4)(C) to 1992 from Ogden Corporation to Ogden's Form 10-K for fiscal The Bank of New York, Trustee, year ended December 31, 1991, relating to Ogden's $100 million and incorporated herein by debt offering. reference. 10 Material Contracts 10.1 Credit Agreement by and among Filed as Exhibit No. 10.2 to Ogden, The Bank of New York, as Ogden's Form 10-K for fiscal Agent and the signatory Lenders year ended December 31, 1993, thereto dated as of September 20, and incorporated herein by 1993. reference. 10.2 Stock Purchase Agreement dated Filed as Exhibit (10)(d) to May 31, 1988, between Ogden and Ogden's Form 10-K for the Ogden Projects, Inc. fiscal year ended December 31, 1989 and incorporated herein by reference. 10.3 Tax Sharing Agreement, dated Filed as Exhibit (10)(e) to January 1, 1989 between Ogden, Ogden's Form 10-K for the Ogden Projects, Inc. and fiscal year ended December 31, subsidiaries, Ogden Allied 1989 and incorporated herein Services, Inc. and subsidiaries by reference. and Ogden Financial Services, Inc. and subsidiaries. 10.4 Stock Purchase Option Agreement, Filed as Exhibit (10)(f) to dated June 14, 1989, between Ogden's Form 10-K for the Ogden and Ogden Projects, Inc. fiscal year ended December 31, as amended on November 16, 1989. 1989 and incorporated herein by reference. 10.5 Preferred Stock Purchase Filed as Exhibit (10)(g) to Agreement, dated July 7, 1989, Ogden's Form 10-K for the between Ogden Financial Services, fiscal year ended December 31, Inc. and Image Data Corporation. 1989 and incorporated herein by reference. 10.6 Rights Agreement between Ogden Filed as Exhibit (10)(h) to Corporation and Manufacturers Ogden's Form 10-K for the Hanover Trust Company, dated as fiscal year ended December 31, of September 20, 1990. 1990 and incorporated herein by reference. EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION 10.7 Executive Compensation Plans and Agreements. (a) Ogden Corporation 1986 Filed as Exhibit (10)(k) to Stock Option Plan. Ogden's Form 10-K for the fiscal year ended December 31, 1985 and incorporated herein by reference. (b) Ogden Corporation 1990 Filed as Exhibit (10)(j) to Stock Option Plan. Ogden's Form 10-K for the fiscal year ended December 31, 1990 and incorporated herein by reference. (i) Ogden Corporation 1990 Filed as Exhibit 10.6(b)(i) to Stock Option Plan as Ogden's Form 10-Q for the Amended and Restated as of quarterly period ended January 19, 1994. September 30, 1994 and incorporated herein by reference. (c) Ogden Services Corporation Filed as Exhibit (10)(k) to Executive Pension Plan. Ogden's Form 10-K for the fiscal year ended December 31, 1990 and incorporated herein by reference. (d) Ogden Services Corporation Filed as Exhibit (10)(l) to Select Savings Plan. Ogden's Form 10-K for the fiscal year ended December 31, 1990 and incorporated herein by reference. (i) Ogden Services Corporation Filed as Exhibit 10.7(d)(i) to Select Savings Plan Ogden's Form 10-K for the Amendment and Restatement fiscal year ended December 31, as of January 1, 1995. 1994 and incorporated herein by reference. (e) Ogden Services Corporation Filed as Exhibit (10)(m) to Select Savings Plan Trust. Ogden's Form 10-K for the fiscal year ended December 31, 1990 and incorporated herein by reference. (i) Ogden Services Corporation Filed as Exhibit 10.7(e)(i) to Select Savings Plan Trust Ogden's Form 10-K for the fiscal Amendment and Restatement fiscal year ended December 31, as of January 1, 1995. 1994 and incorporated herein by reference. (f) Ogden Services Corporation Filed as Exhibit (10)(n) to Executive Pension Plan Trust. Ogden's Form 10-K for the fiscal year ended December 31, 1990 and incorporated herein by reference. EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION (g) Changes effected to the Ogden Filed as Exhibit (10)(o) to Profit Sharing Plan effective Ogden's Form 10-K for the January 1, 1990. fiscal year ended December 31, 1990 and incorporated herein by reference. (h) Employment Letter Agreement Filed as Exhibit (10)(p) to between Ogden and an executive Ogden's Form 10-K for the officer dated January 30, 1990. fiscal year ended December 31, 1990 and incorporated herein by reference. (i) Employment Agreement between Filed as Exhibit (10)(r) to R. Richard Ablon and Ogden Ogden's Form 10-K for the dated as of May 24, 1990. fiscal year ended December 31, 1990 and incorporated herein by reference. (i) Letter Amendment to Filed as Exhibit (10)(r)(i) Employment Agreement to Ogden's Form 10-K for the between Ogden Corporation fiscal year ended December 31, and R. Richard Ablon, dated 1990 and incorporated herein as of October 11, 1990. by reference. (j) Employment Agreement between Filed as Exhibit (10)(s) to Ogden and C. G. Caras dated Ogden's Form 10-K for the as of July 2, 1990. fiscal year ended December 31, 1990 and incorporated herein by reference. (i) Letter Amendment to Filed as Exhibit (10)(s)(i) Employment Agreement to Ogden's Form 10-K for the between Ogden Corporation fiscal year ended December 31, and C. G. Caras, dated as 1990 and incorporated herein of October 11, 1990. by reference. (k) Employment Agreement between Filed as Exhibit (10)(t) to Ogden and Philip G. Husby, Ogden's Form 10-K for the dated as of July 2, 1990. fiscal year ended December 31, 1990 and incorporated herein by reference. (l) Termination Letter Agreement Filed as Exhibit (10)(v) to between Maria P. Monet and Ogden Ogden's Form 10-K for the dated as of October 22, 1990. fiscal year ended December 31, 1990 and incorporated herein by reference. (m) Letter Agreement between Ogden Filed as Exhibit 10.2 (p) to Corporation and Ogden's Chairman Ogden's Form 10-K for fiscal of the Board, dated as of year ended December 31, 1991 January 16, 1992. and incorporated herein by reference. EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION (n) Employment Agreement between Filed as Exhibit 10.2 (q) to Ogden Corporation and Ogden's Ogden's Form 10-K for fiscal Chief Accounting Officer dated year ended December 31, 1991 as of December 18, 1991. and incorporated herein by reference. (o) Employment Agreement between Filed as Exhibit 10.8(o) to Scott G. Mackin and Ogden Ogden's Form 10-K for fiscal Projects, Inc. dated as of year ended December 31, 1993 January 1, 1994. and incorporated herein by reference. (p) Ogden Corporation Profit Sharing Filed as Exhibit 10.8(p) to Plan. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (i) Ogden Profit Sharing Plan Filed as Exhibit 10.8(p)(i) to as amended and restated Ogden's Form 10-K for fiscal January 1, 1991 and as in year ended December 31, 1993 effect through January 1, and incorporated herein by 1993. reference. (ii) Ogden Profit Sharing Plan Filed as Exhibit 10.7(p)(ii) to as amended and restated Ogden's Form 10-K for fiscal effective as of January 1, year ended December 31, 1994 and 1995. incorporated herein by reference. (q) Ogden Corporation Core Executive Filed as Exhibit 10.8(q) to Benefit Program. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (r) Ogden Projects Pension Plan. Filed as Exhibit 10.8(r) to Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (s) Ogden Projects Profit Sharing Filed as Exhibit 10.8(s) to Plan. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (t) Ogden Projects Supplemental Filed as Exhibit 10.8(t) to Pension and Profit Sharing Plans. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION (u) Ogden Projects Employees' Stock Filed as Exhibit 10.8(u) to Option Plan. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (i) Amendment dated as of Filed as Exhibit 10.7(u)(i) December 29, 1994, to the to Ogden's Form 10-K for fiscal Ogden Projects Employees' year ended December 31, 1994 Stock Option Plan. and incorporated herein by reference. (v) Ogden Projects Core Executive Filed as Exhibit 10.8(v) to Benefit Program. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (w) Ogden Corporation CEO Formula Filed as Exhibit 10.6(w) to Bonus Plan. Ogden's Form 10-Q for quarterly period ended September 30, 1994 and incorporated herein by reference. (x) Form of amendments to the Ogden Filed as Exhibit 10.8(w) to Projects, Inc. Pension Plan and Ogden's Form 10-K for fiscal Profit Sharing Plans effective as year ended December 31, 1993 of January 1, 1994. and incorporated herein by reference. (i) Form of amended Ogden Filed as Exhibit 10.7(w)(i) to Projects Profit Sharing Ogden's Form 10-K for fiscal Plan effective as of year ended December 31, 1994 January 1, 1994 and and incorporated herein by incorporated herein by reference. reference. (ii) Form of amended Ogden Filed as Exhibit 10.7(w)(ii) to Projects Pension Plan, Ogden's Form 10-K for fiscal effective as of January 1, year ended December 31, 1994 1994 and incorporated and incorporated herein by herein by reference. reference. 10.8 First Amended and Restated Filed as Exhibit 10.3 (b) (i) Ogden Corporation Guaranty to Ogden's Form 10-K for Agreement made as of January 30, fiscal year ended December 31, 1992 by Ogden Corporation for 1991 and incorporated herein the benefit of Mission Funding by reference. Zeta and Pitney Bowes Credit Corporation. 10.9 Ogden Corporation Guaranty Filed as Exhibit 10.3 (b) (iii) Agreement made as of January to Ogden's Form 10-K for 30, 1992 by Ogden Corporation fiscal year ended December 31, for the benefit of Allstate 1991 and incorporated herein Insurance Company and Ogden by reference. Martin Systems of Huntington Resource Recovery Nine Corp. EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION 11 Ogden Corporation and Transmitted herewith as Subsidiaries Detail of Exhibit 11. Computation of Earnings Applicable to Common Stock. 27 Financial Data Schedule. Transmitted herewith as Exhibit 27. -----END PRIVACY-ENHANCED MESSAGE-----