-----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, n7acS6vpMKeXONEM8dFZsA5UnRfLE43vCHJ4gnsEje4vp4P/w/aAIq+YAYlxbmdm Lr/7nKcy4lHk5UWN3G1HkQ== 0000073902-94-000015.txt : 19941116 0000073902-94-000015.hdr.sgml : 19941116 ACCESSION NUMBER: 0000073902-94-000015 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19940930 FILED AS OF DATE: 19941114 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: OGDEN CORP CENTRAL INDEX KEY: 0000073902 STANDARD INDUSTRIAL CLASSIFICATION: 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: 94559763 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, 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 1-3122 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, 1994; 43,617,209 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 SEPTEMBER 30, ENDED SEPTEMBER 30, 1994 1993 1994 1993 (In Thousands of Dollars, Except per Share Data) OPERATIONS OTHER THAN WASTE TO ENERGY: Net sales $ 348,277 $ 320,313 $ 138,675 $ 126,963 Service revenues 698,492 699,003 242,087 231,047 Total net sales and service revenues 1,046,769 1,019,316 380,762 358,010 Costs of goods sold 304,322 282,954 119,011 110,818 Operating expenses 612,381 612,128 216,330 202,322 Selling, administrative and general expenses 85,982 79,379 30,072 26,825 Total costs and expenses 1,002,685 974,461 365,413 339,965 Operating income 44,084 44,855 15,349 18,045 WASTE-TO-ENERGY OPERATIONS: Service revenues 340,996 319,350 112,143 106,392 Construction revenues 165,971 176,838 53,794 76,454 Total revenues 506,967 496,188 165,937 182,846 Operating costs 200,772 192,255 64,118 63,038 Construction costs 152,638 166,304 48,862 70,827 Selling, administrative and general expenses 16,152 11,879 6,043 3,791 Debt service charges 75,315 73,267 25,079 24,747 Other deductions (income)-net (569) (812) (200) (254) Total costs and expenses 444,308 442,893 143,902 162,149 Operating income 62,659 53,295 22,035 20,697 Consolidated Operating Income 106,743 98,150 37,384 38,742 Interest income 8,506 6,687 3,715 2,247 Interest expense (16,915) (15,304) (6,081) (5,270) Other income (deductions)-net 610 1,828 763 (94) Income before income taxes and minority interest 98,944 91,361 35,781 35,625 Less: income taxes 40,567 42,438 14,670 19,587 minority interest 6,667 4,286 2,369 1,315 Income before cumulative effect of changes in accounting principles 51,710 44,637 18,742 14,723 Cumulative effect of changes in accounting principles (net of income taxes of $1,100 and $3,710 for 1994 and 1993, respectively) (1,520) (5,340) NET INCOME $ 50,190 $ 39,297 $ 18,742 $ 14,723 EARNINGS (LOSS) PER COMMON SHARE: Income before cumulative effect of changes in accounting principles $ 1.18 $ 1.03 $ .43 $ .34 Cumulative effect of changes in accounting principles (.03) (.12) Total $ 1.15 $ .91 $ .43 $ .34 EARNINGS (LOSS) PER COMMON SHARE-ASSUMING FULL DILUTION: Income before cumulative effect of changes in accounting principles $ 1.17 $ 1.02 $ .43 $ .34 Cumulative effect of changes in accounting principles (.03) (.12) Total $ 1.14 $ .90 $ .43 $ .34
OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS
SEPTEMBER 30, DECEMBER 31, 1994 1993 (In Thousands of Dollars) ASSETS OPERATIONS OTHER THAN WASTE TO ENERGY: Current Assets: Cash and cash equivalents $ 115,436 $ 105,539 Marketable securities available for sale 97,424 94,247 Receivables (less allowances: 1994, $21,144 and 1993, $18,226) 402,583 375,532 Other 42,260 29,835 Total current assets 657,703 605,153 Property, plant and equipment (net of accumulated depreciation and amortization of $240,783 and $228,434, respectively) 132,395 130,439 Other assets 303,752 281,255 Total 1,093,850 1,016,847 WASTE-TO-ENERGY OPERATIONS: Cash 7,368 3,558 Receivables (less allowances: 1994, $13,759 and 1993, $7,321) 246,161 224,561 Restricted funds held in trust 326,039 359,416 Property, plant and equipment (net of accumulated depreciation of $186,665 and $156,475, respectively) 1,601,621 1,563,362 Other assets 135,306 144,766 Total 2,316,495 2,295,663 CONSOLIDATED ASSETS $ 3,410,345 $ 3,312,510
OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS
SEPTEMBER 30, DECEMBER 31, 1994 1993 (In Thousands of Dollars) LIABILITIES AND SHAREHOLDERS' EQUITY OPERATIONS OTHER THAN WASTE TO ENERGY: Current liabilities: Current portion of long-term debt $ 3,889 $ 3,070 Accounts payable 90,864 74,317 Accrued expenses, etc. 123,667 105,132 Total current liabilities 218,420 182,519 Long-term debt 250,446 247,640 Deferred income taxes 39,357 43,926 Other liabilities 113,644 95,963 Minority interest in subsidiaries 69,547 61,981 Convertible subordinated debentures 151,750 151,750 Total 843,164 783,779 WASTE-TO-ENERGY OPERATIONS: Accounts payable 14,346 24,647 Accrued expenses, etc. 151,235 151,874 Project debt: Revenue bonds issued by and prime responsibility of municipalities 1,203,970 1,210,935 Revenue bonds issued by municipal agencies with sufficient service revenues guaranteed by third parties 338,051 340,431 Other borrowings 28,423 28,423 Deferred income taxes 185,842 155,130 Deferred income 53,056 52,028 Other liabilities 93,302 78,996 Total 2,068,225 2,042,464 CONSOLIDATED LIABILITIES 2,911,389 2,826,243 SHAREHOLDERS' EQUITY 498,956 486,267 CONSOLIDATED LIABILITIES AND SHAREHOLDERS' EQUITY $ 3,410,345 $ 3,312,510
OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
SEPTEMBER 30, DECEMBER 31, 1994 1993 (In Thousands of Dollars) Serial Cumulative Convertible Preferred Stock, par value $1.00 per share; authorized, 4,000,000 shares: shares outstanding: 54,000 in 1994, 57,000 in 1993 $ 54 $ 57 Common Stock, par value $.50 per share; authorized, 80,000,000 shares: shares outstanding: 43,617,000 in 1993, 43,499,000 in 1993 21,809 21,750 Capital Surplus 101,912 100,223 Earned Surplus 379,429 370,231 Cumulative Translation Adjustment-Net (1,589) (4,639) Pension Liability Adjustment (928) (928) Net Unrealized Loss on Noncurrent Marketable Securities (427) Net Unrealized Loss on Securities Available for Sale (1,731) Consolidated Shareholders' Equity $ 498,956 $486,267
OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 1993 (In Thousands of Dollars) CASH FLOWS FROM OPERATING ACTIVITIES: Cash generated from operations $ 163,607 $ 148,253 Management of Operating Assets and Liabilities: Decrease (Increase) in Assets: Receivables (49,367) (54,622) Other assets (37,644) (46,310) Increase (Decrease) in Liabilities: Accounts payable 5,931 12,473 Accrued expenses 22,590 42,474 Other liabilities 25,313 39,540 Net cash provided by operating activities 130,430 141,808 CASH FLOWS FROM INVESTING ACTIVITIES: Entities purchased, net of cash acquired (4,768) (51,208) Proceeds from sale of marketable securities available for sale 57,031 68,852 Purchase of marketable securities available for sale (62,256) (48,816) Proceeds from sale of business 12,516 Proceeds from sale of property, plant and equipment 1,109 8,049 Investments in waste-to-energy facilities (64,275) (52,656) Other capital expenditures (32,862) (29,810) Decrease (increase) in non-current receivables (11,231) 1,274 Other 249 5,076 Net cash used in investing activities (104,487) (99,239) CASH FLOWS FROM FINANCING ACTIVITIES: Other new debt 5,650 4,560 Decrease in funds held in trust for waste-to-energy facilities 33,377 39,476 Payment of debt (11,384) (20,537) Dividends paid (40,956) (40,715) Other 1,077 2,971 Net cash used in financing activities (12,236) (14,245) NET INCREASE IN CASH AND CASH EQUIVALENTS 13,707 28,324 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 109,097 116,457 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 122,804 $ 144,781
OGDEN CORPORATION AND SUBSIDIARIES SEPTEMBER 30, 1994 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 the Management, all adjustments consisting of normal recurring accruals necessary for a fair presentation of the operating results have been included in the statements. The Corporation adopted SFAS 112, "Employers' Accounting for Postemployment Benefits," and SFAS 115, "Accounting for Certain Investments in Debt and Equity Securities," as of January 1, 1994. See "Management's Discussion and Analysis of Financial Condition and Results of Operations" for the effect on the accompanying financial statements. The accompanying financial statements for prior periods have been reclassified as to certain amounts to conform with the 1994 presentation. ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS: Operations:
Nine Months Three Months Information Concerning Ended September 30, Ended September 30, Business Segments 1994 1993 1994 1993 (In Thousands of Dollars) Revenues: Operating Services $1,046,769 $1,019,316 $380,762 $358,010 Waste-to-Energy Operations 506,967 496,188 165,937 182,846 Total Revenues $1,553,736 $1,515,504 $546,699 $540,856 Income From Operations: Operating Services $ 52,549 $ 53,842 $ 18,869 $ 21,063 Waste-to-Energy Operations 62,659 53,295 22,035 20,697 Total Income from Operations 115,208 107,137 40,904 41,760 Corporate unallocated expenses-net (7,855) (7,159) (2,757) (3,112) Corporate interest-net (8,409) (8,617) (2,366) (3,023) Income Before Income Taxes and Minority Interest 98,944 91,361 35,781 35,625 Less: Income Taxes 40,567 42,438 14,670 19,587 Minority Interest 6,667 4,286 2,369 1,315 Income Before Cumulative Effect Of Changes In Accounting Principles 51,710 44,637 18,742 14,723 Cumulative Effect Of Changes In Accounting Principles (Net Of Income Taxes Of $1,100 and $3,710 for 1994 and 1993, respectively) (1,520) (5,340) Net Income $ 50,190 $ 39,297 $ 18,742 $ 14,723
Sales and service revenues for the first nine months of 1994 were $38,200,000 higher than the comparable period of 1993. Operating Services revenues were $27,500,000 higher, primarily reflecting increased revenues of $19,100,000 in Ogden Environmental and Energy Services primarily due to increased activity in the consulting and power generation groups; $13,300,000 in Atlantic Design reflecting several new contracts and increased customer activity; $11,600,000 in Aviation Services primarily due to the start up of operations in Brazil and increased customer activity; and $9,000,000 in Entertainment Services due to several new contracts, including the start up of Arrowhead Pond of Anaheim, partially offset by the effects of the baseball strike in the third quarter of 1994; these increases were partially offset by lower sales of $16,500,000 in Facility Services (formerly Building Services and Industrial Services) primarily due to the sale of California Building Services contracts in the second quarter of 1993, and the loss of certain utility facility maintenance and building cleaning contracts; and $8,700,000 in Government Services due to the loss of several contracts and reduced customer activity. Waste-to-Energy operations (Ogden Projects, Inc.) revenues increased $10,700,000. Service revenues were $21,600,000 higher due primarily to increased revenues at the Detroit, Michigan, Hartford, Connecticut, and Honolulu, Hawaii facilities acquired in January 1993; revenues from the start up and full operation of the Union County, New Jersey facility; the operation of the transfer station at Montgomery County, Maryland, and from securing higher priced waste streams at certain other facilities. Construction revenues were $10,900,000 lower primarily due to reduced construction activity at the Union County, New Jersey facility completed in May 1994 and the Lee County, Florida facility. These reductions were partially offset by increased activity at the Montgomery County, Maryland facility. Consolidated operating income for the first nine months of 1994 was $8,600,000 higher than the comparable period of 1993. Operations Other Than Waste-to-Energy operating income was $800,000 lower, reflecting a decrease of $1,300,000 in Operating Services income and a decrease of $500,000 in corporate unallocated expenses (included in selling, administrative and general expenses). The decrease in Operating Services income was primarily due to lower earnings in Government Services of $4,400,000 reflecting the loss of several contracts and lower customer activity; and $1,600,000 in increased marketing and administrative expense for all services. These decreases were partially offset by increased income at Atlantic Design of $2,400,000 reflecting several new contracts and increased customer activity; $1,600,000 in Ogden Environmental and Energy Services due primarily to increased activity in the power generation area, and $1,600,000 in Facility Management Services reflecting higher margins and an increase in the number of energy plants managed. Waste-to-Energy operating income was $9,400,000 higher than the comparable period of 1993. Service income (service revenues less operating costs and debt service charges) was $11,100,000 higher chiefly associated with the full commercial operations of the Union County, New Jersey facility, and improved performance at certain other existing facilities. Debt service charges for the nine months ending September 30, 1994, include an increase of $500,000 for additional interest costs on two interest rate swap agreements over the comparable period of 1993. Construction income was $2,800,000 higher due primarily to increased activity at the Montgomery County, Maryland facility and the retrofit project at the Detroit facility, partially offset by reduced activity at the other facilities under construction during the respective periods. General and administrative expenses increased $4,300,000 primarily reflecting increased marketing efforts including those related to opportunities in new industries and international markets. Interest income for the first nine months of 1994 was $1,800,000 higher than the comparable period of 1993 primarily reflecting interest earned on loans made in the third quarter of 1994 and higher interest earnings on investments. Interest expense for the first nine months of 1994 was $1,600,000 higher than the comparable period of 1993 primarily reflecting a reduction of $1,300,000 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. The effective income tax rate for the first nine months of 1994 was 41% compared with 46.5% for the comparable period of 1993. This decrease of 5.5% is chiefly associated with the Omnibus Budget Reconciliation Act of 1993, signed in August 1993, which increased the Federal income tax rate from 34% to 35% retroactive to January 1, 1993. As required by SFAS 109, deferred income tax balances were restated to the new tax rate which resulted in a one time charge of $4,100,000 in the nine months of 1993. Sales and service revenues for the third quarter of 1994 were $5,800,000 higher than the comparable period of 1993. Operating Services revenues were $22,800,000 higher primarily due to an increase of $10,400,000 in Aviation Services reflecting the start-up of operations at two airports in Brazil and increased activity, in fueling and in European and other Latin America airports, $9,400,000 at Ogden Environmental and Energy Services primarily due to increased activity in consulting and engineering activity and laboratory testing; and $7,100,000 in Atlantic Design primarily due to new contracts and increased customer activity. These increases were partially offset by a decrease in Entertainment Services of $4,200,000 primarily reflecting the effects of the baseball strike. Waste-to-Energy operations revenues were $16,900,000 lower than the comparable period of 1993. Service revenues were $5,800,000 higher due primarily to revenues generated from the commercial operations of the Union County, New Jersey facility, and the securing of higher priced waste streams at certain other operating facilities. Construction revenues were $22,700,000 lower, due primarily to reduced activity at the Lee County facility and the Union County facility which was completed in May, 1994. Consolidated operating income for the third quarter of 1994 was $1,400,000 lower than the comparable period of 1993. Operations Other Than Waste-to-Energy operating income was $2,700,000 lower reflecting a decrease of $2,200,000 in Operating Services income and an increase of $500,000 in corporate unallocated expenses (included in selling, administrative and general expenses). The decrease in Operating Services income was primarily due to lower earnings of $1,900,000 in Entertainment Services primarily reflecting the effects of the baseball strike and start-up costs in overseas operations; and $1,300,000 in Government Services primarily due to reduced activity and the loss of several contracts. These decreases were partially offset by an increase of $1,100,000 at Atlantic Design reflecting increased customer activity and several new contracts. Waste-to-Energy income from operations was $1,300,000 higher than the comparable period of 1993. Service income (service revenues less operating costs and debt service charges) was $4,300,000 higher reflecting the start- up of commercial operations of the Union County, New Jersey facility. Debt service charges for the three months ended September 30, 1994 include an decrease of $300,000 for lower interest cost on two interest rate swap agreements over the comparable period of 1993. Construction income was $700,000 lower than the comparable period of 1993 due primarily to reduced construction activity at the Lee County facility. General and administrative expenses increased $2,300,000 primarily reflecting increased marketing efforts, including those related to opportunities in new industries and international markets. Interest income for the third quarter of 1994 was $1,500,000 higher than the comparable period of 1993 primarily reflecting interest earned on loans made in the third quarter of 1994 and higher interest earnings on investments. Interest expense for the three months ended September 30, 1994 was $800,000 higher than the comparable period of 1993 primarily reflecting a reduction of income received on an interest rate swap agreement. The effective income tax rate for the third quarter of 1994 was 41% compared with a 55% rate for the comparable period of 1993. This decrease of 14% was due primarily to the retroactive Federal income tax rate increase from 34% to 35% on August 10, 1993, all of which was reflected in the third quarter of 1993, as well as the adjustment of deferred income tax balances to the new rate as required by SFAS 109 which resulted in a one time charge of $4,100,000. The Corporation adopted Statement of Financial Accounting No. 112 "Employers Accounting for Postemployment Benefits" (SFAS 112) as of January 1, 1994. This Statement establishes accounting standards for employers who provide benefits to former or inactive employees after employment but before retirement. These benefits include, but are not limited to, salary continuation, supplemental unemployment benefits, severance benefits, disability benefits, job training, health care benefits, and life insurance coverage. The effect of implementing SFAS 112 as of January 1, 1994 is shown in the accompanying financial statements as a cumulative effect of a change in accounting principle and is reflected as a charge to income of $1,520,000 or $.03 per share. The Corporation also adopted SFAS 115, "Accounting for Certain Investments in Debt and Equity Securities" as of January 1, 1994. This statement establishes accounting and reporting standards for investments in equity securities that have readily determinable fair values and for investments in debt securities. The Company adopted SFAS 115 and has classified its investments as "available for sale securities" and reports these investments at their fair value on the balance sheet. The unrealized loss, net of income taxes at September 30, 1994, on these investments, amounting to $1,730,000 is shown as a separate component of shareholders equity. Capital Investments, Commitments and Liquidity: During the first nine months of 1994, capital investments amounted to $97,200,000 of which $64,300,000, inclusive of restricted funds transferred from funds held in trust, was for Waste-to-Energy Operations and $32,900,000 was for normal replacement and growth in Operating Services, Waste-to-Energy Operations and for corporate office equipment. At September 30, 1994, capital commitments amounted to $32,700,000, which includes commitments for equity investments (over and above restricted funds provided by revenue bonds issued by municipalities) of $3,200,000 for waste-to-energy facilities and $29,500,000 for normal replacement, modernization, and growth in Operating Services and Waste-to-Energy Operations. Ogden continues as a guarantor of surety bonds and letters of credit totaling approximately $19,200,000 on behalf of International Terminal Operating Co. Inc. (ITO). Ogden's obligation as guarantor on behalf of Avondale Industries Inc. with respect to $36,000,000 of Industrial Revenue Bonds as well as other contingent obligations under which Ogden may have been required to purchase Avondale preferred stock ended June 1, 1994. Ogden is contingently liable as a result of transactions arising in the ordinary cause of business including the guarantee of indebtedness of customers of approximately $13,200,000. Waste-to-energy facilities are financed to a large degree by revenue bonds issued by the municipalities and restricted funds held in trust as a result of revenue bonds issued 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, 1994, the Corporation had $220,200,000 in cash, cash equivalents, and marketable securities and unused revolving credit lines of $169,300,000. On September 27, 1994, the Corporation entered into a merger agreement (the "Merger Agreement") with Ogden Projects, Inc. (OPI), an 84% owned subsidiary. Pursuant to the Merger Agreement Ogden will acquire the remaining 16% of the shares it does not currently own by exchanging 0.84 of a share of Ogden common stock for each share of OPI's common stock. A form S-4 Registration Statement detailing the transaction was filed with the Securities and Exchange Commission on October 27, 1994. The Corporation expects the merger to be completed in late December 1994 or during the first quarter of 1995. PART II - OTHER INFORMATION Item 1. Legal Proceedings 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 September 20, 1994, 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 Ogden is the owner of 84% of the outstanding common stock of Ogden Projects, Inc. ("OPI"), a Delaware company whose common stock is traded on the New York Stock Exchange. On September 27, 1994, Ogden, OPI and a wholly owned subsidiary of Ogden entered into a definitive merger agreement. The merger agreement is subject to approval by the OPI shareholders and provides, among other things, that the OPI shareholders will receive 0.84 of a share of Ogden common stock for each outstanding share of OPI common stock and that any OPI shareholder who does not vote in favor of the merger agreement will be entitled to appraisal rights in connection with the merger. On October 27, 1994, Ogden filed its Form S-4 Registration Statement with the Securities and Exchange Commission, which contains a preliminary version of the OPI proxy statement to be mailed to OPI shareholders. OPI and Ogden expect to consummate the merger by year end or during the first quarter of 1995. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 2.0 (a) Agreement and Plan of merger, dated as of October 31, 1989, among Ogden, ERCI Acquisition Corporation and ERC International, Inc.* (b) Amended and Restated Agreement and Plan of Merger by and among Ogden Corporation, OPI Acquisition Corp. and Ogden Projects, Inc., dated as of September 27, 1994.* 4.0 (a) Ogden's Restated Certificate of Incorporation, as amended.* (b) Amended and Restated Agreement and Plan of Merger by and among Ogden Corporation, OPI Acquisition Corp and Ogden Projects, Inc., dated as of September 27, 1994.* (c) Underwriting Agreement dated as of March 4, 1992 by and among Ogden Corporation, Goldman Sachs & Co., J.P. Morgan Securities, Inc. and Salomon Brothers, Inc.* (d) Indenture dated as of March 1, 1992 between Ogden Corporation and The Bank of New York, Trustee, relating to Ogden's $100 million debt offering.* (e) Fiscal Agency Agreement and Offering Memorandum describing Ogden's $85 million 6% Convertible Subordinated Debentures, Due 2002 and $75 million 5.75% Convertible Subordinated Debentures, Due 2002.* (f) Credit Agreement by and among Ogden, The Bank of New York, as Agent, and National Westminster Bank PLC, Swiss Bank Corporation and Union Bank of Switzerland, dated as of January 31, 1990.* (g) Amendment No. 1, dated December 28, 1990, to the Credit Agreement, dated January 31, 1990, by and among Ogden, the signatory Banks thereto and The Bank of New York, as Agent.* 10.0 Material Contracts 10.1 Stock Purchase Agreement, dated May 31, 1988, between Ogden and Ogden Projects, Inc.* 10.2 Tax Sharing Agreement, dated January 1, 1989, between Ogden, Ogden Projects, Inc. and subsidiaries, Ogden Allied Services, Inc. and subsidiaries and Ogden Financial Services, Inc. and subsidiaries.* 10.3 Stock Purchase Option Agreement, dated June 14, 1989, between Ogden and Ogden Projects, Inc. as amended on November 16, 1989.* 10.4 Preferred Stock Purchase Agreement, dated July 7, 1989, between Ogden Financial Services, Inc. and Image Data Corporation.* (i) Preferred Stock Exchange Agreement between Image Data Corporation and Ogden Financial Services, Inc. dated as of January 1, 1991.* 10.5 Rights Agreement between Ogden Corporation and Manufacturers Hanover Trust Company, dated as of September 20, 1990.* 10.6 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.* (e) Ogden Services Corporation Select Savings Plan Trust.* (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 Ogden and R. Richard Ablon dated as of May 24, 1990.* (1) Letter Amendment Employment Agreement between Ogden and R. Richard Ablon dated as of October 11, 1990.* (j) Employment Agreement between Ogden and C.G. Caras dated as of July 2, 1990.* (i) Ogden Corporation 1990 Stock Option Plan as Amended and Restated as of January 19, 1994. (k) Employment Agreement between Ogden and Philip G. Husby 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 and Ogden's Chairman of the Board dated January 16, 1992.* (n) Employment Agreement between Ogden 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 June 1, 1990.* (p) Ogden Corporation Profit Sharing Plan.* (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 Plan.* (u) Ogden Projects Employee's Stock Option Plan.* (v) Ogden Projects Core Executive Benefit Program.* (w) Ogden Corporation CEO Formula Bonus Plan. 10.7 Agreement and Plan of Merger among Ogden Corporation, ERC International, Inc., ERC Acquisition Corporation and ERC Environmental and Energy Services Co., dated as of January 17, 1991.* 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 as of January 30, 1992 by Ogden Corporation for the benefit of Allstate Insurance Company and Ogden Martin Systems of Huntington Resource Recovery Nine Corporation.* 11.0 Detail of Computation of Earnings applicable to Common Stock. 27.0 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 reports on Form 8-K filed for the three months ended September 30, 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: November 14, 1994 By: /S/ Philip G. Husby Philip G. Husby Senior Vice President and Chief Financial Officer Date: November 14, 1994 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 NINE MONTHS FOR THE THREE MONTHS ENDED SEPTEMBER 30, ENDED SEPTEMBER 30, 1994 1993 1994 1993 (In Thousands) NUMBER OF SHARES USED FOR COMPUTATION OF EARNINGS PER SHARE: Average number of common shares 43,565 43,343 43,593 43,460 NUMBER OF SHARES USED FOR COMPUTATION OF EARNINGS PER SHARE ASSUMING FULL DILUTION: Average number of common shares 43,565 43,343 43,593 43,460 Shares issuable for conversion of preferred stock 331 360 325 350 Shares issuable for conversion of debentures 56 Number of shares used for computation 43,896 43,759 43,918 43,810 COMPUTATION OF EARNINGS APPLICABLE TO COMMON SHARES: Income before cumulative effect of changes in accounting principles $51,710 $44,637 $18,742 $14,723 Add (less): adjustments arising from minority interests in consolidated subsidiaries 7 24 5 11 dividends on Ogden preferred stock (139) (151) (45) (49) Consolidated income applicable to Ogden common stock $51,578 $44,510 $18,702 $14,685 Cumulative effect of changes in accounting principles $(1,520) $(5,340) $ 0 $ 0 COMPUTATION OF EARNINGS APPLICABLE TO COMMON SHARES- ASSUMING FULL DILUTION: Income before cumulative effect of changes in accounting principles $51,710 $44,637 $18,742 $14,723 Add: adjustments arising from minority interests in consolidated subsidiaries 7 24 5 11 debenture interest-net of applicable income taxes 16 (1) Consolidated income applicable to Ogden common stock $51,717 $44,677 $18,747 $14,733 Cumulative effect of changes in accounting principles $(1,520) $(5,340) $ 0 $ 0 Note: Earnings per common share were 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
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, 1994 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS. 1,000 9-MOS DEC-31-1994 JAN-01-1994 SEP-30-1994 122,804 97,424 657,434 34,903 13,916 657,703 2,161,464 427,448 3,410,345 218,420 1,920,076 21,809 0 54 477,093 3,410,345 348,277 1,553,736 304,322 1,345,428 98,148 3,417 16,915 98,944 40,567 51,710 0 0 (1,520) 50,190 $1.15 $1.14
EX-99 4 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION 2 (a) 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. (b) Amended and Restated Agreement Filed as Exhibit 2 to Ogden's and Plan of Merger by and among Form S-4 Registration Statement, Ogden Corporation, OPI dated October 27, 1994, File Acquisition Corp. and Ogden No. 33-56181 and incorporated Projects, Inc. dated as of herein by reference. September 27, 1994. 4 (a) Ogden's Restated Certificate Filed as Exhibit (4)(a) of Incorporation as amended. to Ogden's Form 10-Q for the quarter ended September 30, 1990 and incorporated herein by reference. (b) Underwriting Agreement, dated Filed as Exhibit 1(b) to as of March 4, 1992 by and among Ogden's Form 10-K for the Ogden Corporation, Goldman Sachs fiscal year ended December 31, & Co., J.P. Morgan Securities, 1991 and incorporated herein Inc. and Salomon Brothers Inc. by reference. (c) Indenture dated as of March 1, Filed as Exhibit (4)(c) to 1992 between Ogden Corporation Ogden's Form 10-K for fiscal and The Bank of New York, year ended December 31, 1991, Trustee, relating to Ogden's and incorporated herein by $100 million debt offering. reference. (d) Fiscal Agency Agreement and Filed as Exhibits (4)(a) and Offering Memorandum describing (b) to Ogden's Form 10-K for Ogden's $85 million 6% the fiscal year ended Convertible Subordinated December 31, 1989 and Debentures, Due 2002 and incorporated herein by $75 million 5.75% Convertible reference. Subordinated Debentures, Due 2002. (e) Credit Agreement by and among Filed as Exhibit (10)(b) to Ogden, The Bank of New York, as Ogden's Form 10-K for the Agent and National Westminster fiscal year ended December 31, Bank PLC, Swiss Bank Corporation 1989 and incorporated herein and Union Bank of Switzerland by reference. dated as of January 31, 1990. (f) Amendment No. 1, dated December Filed as Exhibit (10)(i) to 28, 1990 to the Credit Agreement, Ogden's Form 10-K for the dated January 31, 1990, by and fiscal year ended December 31, among Ogden, the signatory Banks 1990 and incorporated herein thereto and The Bank of New York, by reference. as Agent. EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION 10 Material Contracts 10.1 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. 10.2 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. 10.3 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. 10.4 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. (i) Preferred Stock Exchange Filed as Exhibit (10)(f)(i) to Agreement between Image Ogden's Form 10-K for the Data Corporation and Ogden fiscal year ended December 31, Financial Services, Inc., 1990 and incorporated herein dated as of January 1, 1991. by reference. 10.5 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. 10.6 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. EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION (i) Ogden Corporation 1990 Transmitted herewith as Stock Option Plan as Exhibit 10.6(b)(i). Amended and Restated on January 19, 1994. (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. (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. (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, 1992 June 1, 1990. 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. (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. EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION (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 Employee's 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. (v) Ogden Projects Core Executive Filed as Exhibit 10.8(u) 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 Transmitted herewith as Bonus Plan. Exhibit 10.6(w). 10.7 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. 10.8 First Amended and Re-stated 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 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 (for EDGAR filing only) Exhibit 27. -----END PRIVACY-ENHANCED MESSAGE-----