-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KrOVf5LQuE4Pin0Hx4G1VOB4EVepXh2soFk6JXSKA7ORams5y47NvXFgQpUc0f0c gaCBafsyPKyAidbUd/Cu2g== 0000073902-95-000016.txt : 19951119 0000073902-95-000016.hdr.sgml : 19951119 ACCESSION NUMBER: 0000073902-95-000016 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19950930 FILED AS OF DATE: 19951114 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: 95591823 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 September 30, 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 office) (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 September 30, 1995; 48,917,223 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 NINE MONTHS FOR THE THREE MONTHS ENDED ENDED SEPTEMBER 30, SEPTEMBER 30, 1995 1994 1995 1994 (In Thousands of Dollars, Except per Share Data) Service revenues $1,161,955 $1,039,488 $399,500 $360,329 Net sales 408,637 348,277 169,686 132,576 Construction revenues 62,958 165,971 21,603 53,794 Total revenues 1,633,550 1,553,736 590,789 546,699 Operating costs and expenses 937,443 812,584 314,081 283,783 Costs of goods sold 374,967 304,322 158,114 115,476 Construction costs 40,635 152,638 9,384 48,862 Selling, administrative and general expenses 104,990 102,134 34,374 36,115 Debt service charges 83,978 75,315 28,447 25,079 Total costs and expenses 1,542,013 1,446,993 544,400 509,315 Consolidated operating income 91,537 106,743 46,389 37,384 Interest income 11,134 8,506 3,792 3,715 Interest expense (21,734) (16,915) (7,190) (6,081) Other income (deductions)-net 70 610 (46) 763 Income before income taxes and minority interests 81,007 98,944 42,945 35,781 Less: income taxes 35,643 40,567 18,896 14,670 minority interests (1,240) 6,667 19 2,369 Income before cumulative effect of change in accounting principle 46,604 51,710 24,030 18,742 Cumulative effect of change in accounting principle (net of income taxes of $1,100) (1,520) Net income $ 46,604 $ 50,190 $ 24,030 $ 18,742 EARNINGS (LOSS) PER COMMON SHARE: Income before cumulative effect of change in accounting principle $ .95 $ 1.18 $ .49 $ .43 Cumulative effect of change in accounting principle (.03) Total $ .95 $ 1.15 $ .49 $ .43 /TABLE OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS
SEPTEMBER 30, DECEMBER 31, 1995 1994 (In Thousands of Dollars) ASSETS Current Assets: Cash and cash equivalents $ 112,048 $ 117,359 Marketable securities available for sale 13,917 86,676 Restricted funds held in trust 133,586 104,700 Receivables (less allowances: 1995, $45,886 and 1994, $32,783) 587,454 572,039 Deferred income taxes 26,603 26,451 Other 80,012 88,672 Total current assets 953,620 995,897 Property, plant and equipment-net 1,888,939 1,884,774 Restricted funds held in trust 208,488 203,244 Unbilled service and other receivables 180,999 171,441 Unamortized contract acquisition costs 145,349 133,172 Goodwill and other intangible assets 113,167 100,416 Other assets 186,666 155,942 Total assets $ 3,677,228 $ 3,644,886 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 4,264 $ 3,483 Current portion of project debt 47,537 45,279 Dividends payable 15,288 13,637 Accounts payable 101,110 93,362 Federal income taxes payable 10,141 Accrued expenses 340,230 346,997 Total current liabilities 508,429 512,899 Long-term debt 339,109 304,393 Project debt 1,567,525 1,593,988 Deferred income taxes 291,921 281,065 Other liabilities 210,740 196,305 Minority interest 10,167 10,768 Convertible subordinated debentures 148,650 148,650 Total liabilities 3,076,541 3,048,068 SHAREHOLDERS' EQUITY 600,687 596,818 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 3,677,228 $ 3,644,886 /TABLE OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
SEPTEMBER 30, 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: 50,000 in 1995, 54,000 in 1994 $ 50 $ 54 Common Stock, par value $.50 per share; authorized, 80,000,000 shares: shares outstanding: 48,917,000 in 1995, 48,777,000 in 1994 24,459 24,388 Capital Surplus 196,588 194,496 Earned Surplus 382,542 381,864 Cumulative Translation Adjustment-Net (2,025) (1,399) Pension Liability Adjustment (441) (441) Net Unrealized Loss on Securities Available For Sale (486) (2,144) TOTAL SHAREHOLDERS' EQUITY $ 600,687 $ 596,818
OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30 1995 1994 (In Thousands of Dollars) CASH FLOWS FROM OPERATING ACTIVITIES: Cash generated from operations $ 145,936 $ 163,607 Management of Operating Assets and Liabilities: Increase in Assets: Receivables (29,493) (40,828) Other assets (34,090) (46,183) Increase (Decrease) in Liabilities: Accounts payable (5,359) 5,931 Accrued expenses 7,510 22,590 Other liabilities (11,585) 25,313 Net cash provided by operating activities 72,919 130,430 CASH FLOWS FROM INVESTING ACTIVITIES: Entities purchased, net of cash acquired (18,219) (4,768) Proceeds from sale of marketable securities available for sale 96,170 57,031 Purchase of marketable securities available for sale (24,609) (62,256) Proceeds from sale of business 12,516 Proceeds from sale of property, plant and equipment 2,952 1,109 Investments in waste-to-energy facilities (23,875) (64,275) Other capital expenditures (49,653) (32,862) Decrease (increase) in non-current receivables 6,251 (11,231) Other (8,279) 249 Net cash used in investing activities (19,262) (104,487) CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings for waste-to-energy-facilities 66,679 Other new debt 33,609 5,650 Decrease (increase) in funds held in trust (18,774) 33,377 Payment of debt (99,196) (11,384) Dividends paid (44,268) (40,956) Other 2,982 1,077 Net cash used by financing activities (58,968) (12,236) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (5,311) 13,707 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 117,359 109,097 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 112,048 $ 122,804 /TABLE OGDEN CORPORATION AND SUBSIDIARIES SEPTEMBER 30, 1995 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 for prior periods 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 nine months of 1995 were $79,800,000 higher than the comparable period of 1994 primarily due to increased revenues of $55,500,000 in Aviation Services, reflecting the acquisition in 1995 of an air range and pilot training systems company, four airline catering kitchens in the Canary and Balearic Islands, and an airline cargo operation at Heathrow Airport in the United Kingdom as well as increased activity in overseas operations; $36,000,000 in Technology Services primarily due to increased customer activity and new contracts in the Atlantic Design Group as well as the start-up of operations in Ireland; $25,500,000 in Waste-to-Energy Services primarily due to revenues generated at the Lee, Onondaga and Montgomery County facilities which commenced operations in December 1994, March 1995 and August 1995, respectively; $25,600,000 in Independent Power Services reflecting the acquisition of Second Imperial Geothermal Company (SIGC) in December 1994; and $25,000,000 in Entertainment Services primarily due to new contracts at Wrigley Field, the Target Center and amphitheaters as well as the start-up of operations in the United Kingdom. These increases were partially offset by a decrease of $103,000,000 in construction revenues due to the completion of the Union County and Lee County facilities in May and December 1994, respectively, and from reduced construction activity at the Montgomery County facility as the project nears completion. Consolidated operating income for the first nine months of 1995 was $15,200,000 lower than the comparable period of 1994 reflecting in part a decrease of $11,700,000 in Technology Services, primarily due to a charge taken by Ogden Communications, Inc. ("OCI") in the second quarter of 1995 of $17,100,000. This charge included the write-off of receivables and related costs recorded in connection with a project for the assembly and installation of telecommunication equipment, as well as a reduction in the carrying value of other inventory acquired by this unit. Additionally, Waste-to-Energy Services income (service revenues less operating costs and debt service charges) was $10,000,000 lower, primarily reflecting a litigation settlement of $3,700,000 relating to the Company's discontinued hazardous waste business, a restructuring charge of $2,600,000 for severance pay, as well as from costs incurred for repairs related to a boiler explosion at the Lancaster facility and additional costs incurred during the 1995 period at various facilities. Entertainment Services income was $4,500,000 lower chiefly associated with lower income from the Ottawa Palladium, and lower attendance at sporting events; Environmental Service income was $4,000,000 lower chiefly associated with reduced activity in the laboratory analysis group. These decreases were partially offset by increased construction income of $9,000,000 on the Montgomery County and Detroit facilities; $4,600,000 in Independent Power reflecting the acquisition of SIGC in December 1994; and $1,700,000 in Aviation Services principally due to companies acquired in late 1994 and 1995. Selling, general and administrative expenses for the nine months ended September 30, 1995 were $2,900,000 higher than the comparable period of 1994, chiefly associated with expenses of companies acquired in transactions accounted for as purchases in 1995. Debt service charges for the nine months ended September 30, 1995 increased $8,700,000 over the comparable period of 1994 chiefly associated with the Onondaga facility being in full commercial operation during 1995 and $3,400,000 for the project 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 debt service charges of $198,000 in the first nine months of 1995 and additional debt service charges of $1,400,000 in the comparable period of 1994. Interest income for the first nine months of 1995 was $2,600,000 higher than the comparable period of 1994, primarily reflecting interest earned on loans made in the second half of 1994. Interest expense for the first nine months of 1995 was $4,800,000 higher than the comparable period of 1994, chiefly associated with higher interest rates on variable rate debt, higher borrowings, and a net reduction of $1,600,000 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 into variable rate debt. During the first nine months of 1995, Ogden paid $500,000 on the remaining swap, while in the first nine months of 1994, Ogden received $1,100,000 on the two swaps. The effective income tax rate for the nine months ended September 30, 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 provided by operating activities for the first nine months of 1995 was $57,500,000 lower than the comparable period of 1994 primarily due to a decrease in cash from operations due in part to the after tax charge in connection with OCI discussed above; a net reduction in liabilities in connection with decreased Waste-to-Energy construction activities and payments of Federal alternative minimum taxes; increases in contract acquisition costs and deferred costs relating to overseas projects being developed; partially offset by a reduction in the increase of receivables. Revenues for the three months ended September 30, 1995 were $44,100,000 higher than the comparable period of 1994, primarily reflecting increased revenues of $23,500,000 in Entertainment Services chiefly associated with new contracts at Wrigley Field, the Target Center and amphitheaters, and increased activity at the Seattle Kingdome; $15,000,000 in Technology Services primarily associated with the Professional Service Group and the start-up of Atlantic Design in Ireland; $12,000,000 in Waste-to-Energy service revenues due primarily to the Lee, Onondaga and Montgomery County facilities which were not in commercial operations during the 1994 period; $9,000,000 in Independent Power relating to the acquisition of SIGC in December 1994; and $7,900,000 in Aviation Services reflecting operations of companies acquired in 1995 and increased activity in fueling and overseas operations. These increases were partially offset by a decrease of $32,200,000 in Construction revenues primarily due to reduced activity at the Montgomery County facility as the project neared completion and the Lee County facility which was completed in December 1994. Consolidated operating income for the three months ended September 30, 1995 was $9,000,000 higher than the comparable period of 1994 primarily due to increased earnings of $7,300,000 in construction income (construction revenues less construction costs) reflecting additional income on the Montgomery County facility, including an early completion bonus; $3,400,000 in Independent Power Services chiefly associated with the acquisition of SIGC in December 1994; $3,000,000 in Aviation Services reflecting operations of the companies acquired in 1995 and increased activity in fueling and international operations. These increases were partially offset by reduced income of $6,400,000 in Waste-to-Energy Services (service revenues less operating costs and debt service charges) primarily reflecting a litigation settlement of $3,700,000 relating to the Company's discontinued hazardous waste business, a restructuring charge of $2,600,000, as well as from costs incurred for repairs related to a boiler explosion at the Lancaster facility. Debt service charges for the three months ended September 30, 1995 increased $3,300,000 over the comparable period of 1994 primarily due to the Onondaga facility being in full commercial operation in 1995 and $1,000,000 reflecting the project 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 debt service charges of $34,000 in the third quarter of 1995 and additional debt service charges of $300,000 in the third quarter of 1994. Interest income for the three months ended September 30, 1995 was comparable with the three months of 1994. Interest expense for the three months ended September 30, 1995 was $1,100,000 higher than the comparable period of 1994, chiefly associated with higher interest rates on variable rate debt, higher borrowings, and a net reduction of $180,000 in income received on an interest rate swap agreement covering a notional amount of $100,000,000 expiring December 16, 1998. This swap agreement was entered into in order to convert Ogden's fixed rate $100,000,000 9.25% debentures to variable rate debt. During the three months ended September 30, 1995 Ogden paid $120,000 on this swap while in 1994 Ogden received $60,000 of income on the swap. The effective income tax rate for the three months ended September 30, 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. Capital Investments, Commitments and Liquidity: During the first nine months of 1995, capital investments amounted to $73,500,000 of which $23,900,000, inclusive of restricted funds transferred from funds held in trust, was for waste-to-energy facilities and $49,600,000 was for normal replacement and growth in Services and Projects operations. At September 30, 1995, capital commitments amounted to $49,200,000 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. Completion of construction is scheduled for the first quarter of 1996, and 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 $22,200,000. 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 September 30, 1995, the Corporation had $126,000,000 in cash, cash equivalents and marketable securities and unused revolving credit lines of $162,100,000.
Nine Months Three Months Ended Ended Information Concerning September 30, September 30, Business Segments 1995 1994 1995 1994 (In Thousands of Dollars) Revenues: Services: Aviation Services $ 359,902 $ 304,358 $123,496 $115,578 Entertainment Services 218,864 193,866 96,677 73,196 Environmental Services 109,086 103,761 38,871 36,934 Technology Services 184,403 148,398 70,732 55,686 Facility Management Services 276,727 263,749 95,839 88,503 Other Services 4,306 8,747 1,489 2,463 Total Services 1,153,288 1,022,879 427,104 372,360 Projects: Waste-To-Energy Services 366,535 340,996 124,151 112,143 Independent Power 49,470 23,890 17,441 8,402 Water and Wastewater 1,299 490 Construction Activities 62,958 165,971 21,603 53,794 Total Projects 480,262 530,857 163,685 174,339 Total Revenues $1,633,550 $1,553,736 $590,789 $546,699 Income From Operations: Services $ 29,276 $ 46,707 $ 19,811 $ 16,426 Projects 70,910 68,501 29,200 24,478 Total Income from Operations 100,186 115,208 49,011 40,904 Corporate unallocated expenses-net (8,579) (7,855) (2,668) (2,757) Corporate interest-Net (10,600) (8,409) (3,398) (2,366) Income Before Income Taxes and Minority Interests $ 81,007 $ 98,944 $ 42,945 $ 35,781
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. 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. In May 1995, the Houston state court abated the action pending there and the Houston plaintiffs filed an application to intervene in the Fort Worth proceeding. In October 1995, the Company settled with the original Fort Worth plaintiffs for $3.7 million and as a result the summary judgment that the Company had breached the contract was vacated. The Houston plaintiffs' case, now pending in Forth Worth, remains pending. These plaintiffs seek significant actual and punitive damages. 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 believes that the Houston plaintiffs have not been damaged because the project could not have been completed on a successful basis, and under the merger agreement payments to these plaintiffs were contingent upon successful financing and profitable operations. The Company will vigorously defend this case and pursue all appropriate appeal rights, if necessary. However, no assurances can be given as to the ultimate outcome of the case. (See Item 3.(a) Legal Proceedings of the Company's Form 10-K for the fiscal year ended December 31, 1994, and Item 1. Legal Proceedings of the Company's Form 10-Q for the quarter ended June 30, 1995). (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, and actions commenced by individuals seeking sanctions for alleged violations of permits under the so-called "Citizens Suit" provisions of the environmental laws. 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 September 30, 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. Item 5. Other Information On November 9, 1995 Ogden announced its plan to concentrate its resources on two core groups within its Services business - Entertainment and Aviation - and its Projects business (Waste to Energy, Independent Power, and Water/Wastewater). A restructuring, which will encompass a series of actions that should be completed by the end of 1996, will involve disposition, via sale or merger, of Ogden's non-core businesses including Facility Services, Technology Services, and Environmental Services. Ogden's core businesses are being restructured in order to increase margins, reduce costs, and focus on higher value-added opportunities. During the fourth quarter, Ogden expects that earnings will be negatively impacted due to the performance of certain of its non- core businesses, expenses incurred in conjunction with the disposition of these businesses, and related costs. In addition, charges are likely to be incurred during the fourth quarter related to its restructuring activities, including possible asset writedowns and revaluations. 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 June 30, 1995. 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 Rights Agreement between Ogden Corporation and Manufacturers Hanover Trust Company, dated as of September 20, 1990.* 10.3 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.* 10.4 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.* 10.5 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 There were no Form 8-K Current Reports filed during the Third Quarter of 1995. 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: November 14, 1995 By: /s/Philip G. Husby Philip G. Husby Senior Vice President and Chief Financial Officer Date: November 14, 1995 By: /s/Robert M. DiGia Robert M. DiGia Vice President, Controller and Chief Accounting Officer EX-11 2 OGDEN CORPORATION AND SUBSIDIARIES DETAIL OF COMPUTATION OF EARNINGS APPLICABLE TO COMMON STOCK
FOR THE NINE MONTHS FOR THE THREE MONTHS ENDED SEPTEMBER 30, ENDED SEPTEMBER 30, 1995 1994 1995 1994 (In Thousands) NUMBER OF SHARES USED FOR COMPUTATION OF EARNINGS PER SHARE: Average number of common shares 48,834 43,565 48,886 43,593 NUMBER OF SHARES USED FOR COMPUTATION OF EARNINGS PER SHARE ASSUMING FULL DILUTION: Average number of common shares 48,834 43,565 48,886 43,593 Shares issuable for conversion of preferred stock 309 331 302 325 Number of shares used for computation 49,143 43,896 49,188 43,918 COMPUTATION OF EARNINGS APPLICABLE TO COMMON SHARES: Income before cumulative effect of change in accounting principle $46,604 $51,710 $24,030 $18,742 Add (less): adjustments arising from minority interests in consolidated subsidiaries 7 5 dividends on Ogden preferred stock (129) (139) (42) (45) Consolidated income applicable to Ogden common stock $46,475 $51,578 $23,988 $18,702 Cumulative effect of change in accounting principle $(1,520) COMPUTATION OF EARNINGS APPLICABLE TO COMMON SHARES- ASSUMING FULL DILUTION: Income before cumulative effect of change in accounting principle $46,604 $51,710 $24,030 $18,742 Add: adjustments arising from minority interests in consolidated subsidiaries 7 5 Consolidated income applicable to Ogden common stock $46,604 $51,717 $24,030 $18,747 Cumulative effect of change in accounting principle $(1,520) Note: Earnings per common share was computed by dividing net income, increased (decreased) for adjustments arising from minority interest in consolidated subsidiaries, reduced by preferred stock dividend 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, were 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 at 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 FDS - EDGAR USE ONLY
5 THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE CONSOLIDATED BALANCE SHEET AND STATEMENT OF CONSOLIDATED INCOME OF THE COMPANY AS OF AND FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS. 1,000 9-MOS DEC-31-1995 JAN-01-1995 SEP-30-1995 112,048 13,917 633,340 45,886 31,749 953,620 2,395,805 506,866 3,677,228 508,429 2,055,284 24,459 0 50 576,178 3,677,228 408,637 1,633,550 374,967 1,058,012 0 4,044 21,734 81,007 35,643 46,604 0 0 0 46,604 $0.95 $0.95
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 3.2 to Ogden's through June 30, 1995. Form 10-Q for the quarterly period ended June 30, 1995 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 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. 10.3 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. EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION (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. (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. EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION (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. (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. EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION (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. (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. EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION (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. 10.4 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. 10.5 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. 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-----