0000073902-95-000014.txt : 19950811 0000073902-95-000014.hdr.sgml : 19950811 ACCESSION NUMBER: 0000073902-95-000014 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19950810 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: 95560674 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 June 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 June 30, 1995; 48,860,434 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 SIX MONTHS FOR THE THREE MONTHS ENDED ENDED JUNE 30, JUNE 30, 1995 1994 1995 1994 (In Thousands of Dollars, Except per Share Data) Service revenues $ 762,455 $ 679,159 $386,147 $349,556 Net sales 238,951 215,701 135,724 116,921 Construction revenues 41,355 112,177 17,376 61,241 Total revenues 1,042,761 1,007,037 539,247 527,718 Operating costs and expenses 623,362 528,801 319,884 269,390 Costs of goods sold 216,853 188,846 123,867 103,301 Construction costs 31,251 103,776 11,957 57,359 Selling, administrative and general expenses 70,616 66,019 34,136 34,967 Debt service charges 55,531 50,236 29,383 25,033 Total costs and expenses 997,613 937,678 519,227 490,050 Consolidated operating income 45,148 69,359 20,020 37,668 Interest income 7,342 4,791 3,431 2,410 Interest expense (14,544) (10,834) (7,493) (5,933) Other income (deductions)-net 116 (153) 488 (9) Income before income taxes and minority interests 38,062 63,163 16,446 34,136 Less: income taxes 16,747 25,897 7,236 13,996 minority interests (1,259) 4,298 (1,072) 2,500 Income before cumulative effect of change in accounting principle 22,574 32,968 10,282 17,640 Cumulative effect of change in accounting principle (net of income taxes of $1,100) (1,520) Net income $ 22,574 $ 31,448 $ 10,282 $ 17,640 EARNINGS (LOSS) PER COMMON SHARE: Income before cumulative effect of change in accounting principle $ .46 $ .75 $ .21 $ .40 Cumulative effect of change in accounting principle (.03) Total $ .46 $ .72 $ .21 $ .40 EARNINGS (LOSS) PER COMMON SHARE-ASSUMING FULL DILUTION: Income before cumulative effect of change in accounting principle $ .46 $ .74 $ .21 $ .40 Cumulative effect of change in accounting principle (.03) Total $ .46 $ .71 $ .21 $ .40
OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS
JUNE 30, DECEMBER 31, 1995 1994 (In Thousands of Dollars) ASSETS Current Assets: Cash and cash equivalents $ 110,913 $ 117,359 Marketable securities available for sale 17,224 86,676 Restricted funds held in trust 107,808 104,700 Receivables (less allowances: 1995, $43,132 and 1994, $32,783) 555,448 572,039 Deferred income taxes 26,603 26,451 Other 95,692 88,672 Total current assets 913,688 995,897 Property, plant and equipment-net 1,889,273 1,884,774 Restricted funds held in trust 213,680 203,244 Unbilled service and other receivables 180,551 171,441 Unamortized contract acquisition costs 149,272 133,172 Goodwill and other intangible assets 112,364 100,416 Other assets 152,650 155,942 Total assets $ 3,611,478 $ 3,644,886 LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities: Current portion of long-term debt $ 4,369 $ 3,483 Current portion of project debt 50,917 45,279 Dividends payable 15,267 13,637 Accounts payable 95,167 93,362 Federal income taxes payable 10,141 Accrued expenses 328,863 346,997 Total current liabilities 494,583 512,899 Long-term debt 320,816 304,393 Project debt 1,568,869 1,593,988 Deferred income taxes 280,590 281,065 Other liabilities 196,705 196,305 Minority interest 10,374 10,768 Convertible subordinated debentures 148,650 148,650 Total liabilities 3,020,587 3,048,068 SHAREHOLDERS' EQUITY 590,891 596,818 TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 3,611,478 $ 3,644,886
OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
JUNE 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: 51,000 in 1995, 54,000 in 1994 $ 51 $ 54 Common Stock, par value $.50 per share; authorized, 80,000,000 shares: shares outstanding: 48,860,000 in 1995, 48,777,000 in 1994 24,430 24,388 Capital Surplus 195,653 194,496 Earned Surplus 373,841 381,864 Cumulative Translation Adjustment-Net (1,264) (1,399) Pension Liability Adjustment (441) (441) Net Unrealized Loss on Securities Available For Sale (1,379) (2,144) TOTAL SHAREHOLDERS' EQUITY $ 590,891 $ 596,818
OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30 1995 1994 (In Thousands of Dollars) CASH FLOWS FROM OPERATING ACTIVITIES: Cash generated from operations $ 88,830 $ 103,960 Management of Operating Assets and Liabilities: Decrease (Increase) in Assets: Receivables 10,033 (21,842) Other assets (33,817) (29,035) Increase (Decrease) in Liabilities: Accounts payable (11,302) (3,606) Accrued expenses (12,036) 6,927 Other liabilities (30,031) 30,749 Net cash provided by operating activities 11,677 87,153 CASH FLOWS FROM INVESTING ACTIVITIES: Entities purchased, net of cash acquired (16,934) (4,768) Proceeds from sale of marketable securities available for sale 87,964 21,211 Purchase of marketable securities available for sale (19,107) (31,161) Proceeds from sale of business 12,516 Proceeds from sale of property, plant and equipment 1,537 957 Investments in waste-to-energy facilities (19,139) (45,963) Other capital expenditures (29,337) (20,970) Decrease (increase) in non-current receivables 324 (9,780) Other 163 Net cash provided by (used in) investing activities 5,308 (77,795) CASH FLOWS FROM FINANCING ACTIVITIES: Other new debt 15,431 1,875 Decrease in funds held in trust 1,809 30,383 Payment of debt (14,321) (9,589) Dividends paid (28,967) (27,293) Other 2,617 35 Net cash used by financing activities (23,431) (4,589) NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (6,446) 4,769 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 117,359 109,097 CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 110,913 $ 113,866
OGDEN CORPORATION AND SUBSIDIARIES June 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 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 six months of 1995 were $35,700,000 higher than the comparable period of 1994 primarily due to increased revenues of $47,600,000 in Aviation Services, reflecting the acquisition in 1995 of four airline catering kitchens in the Canary and Baleric Islands, an air range and pilot training systems company, and an airline cargo operation in the U.K. in late 1994, as well as the start up of ground service operations in Brazil; $21,000,000 in Technology Services primarily due to increased customer activity and new contracts in the Atlantic Design group; $16,500,000 in Independent Power Services reflecting the acquisition of Second Imperial Geothermal Company (SIGC), a geothermal power plant, in the fourth quarter of 1994; $13,500,000 in Waste-to-Energy Services chiefly associated with the commencement of full commercial operations of the Union County facility which was in start-up operations during the first quarter of 1994, revenues generated at the Lee County and Onondaga facilities, which commenced commercial operations in December 1994 and March 1995, respectively; and $5,600,000 in Facility Management Services reflecting new accounts and increased customer activity. These increases were partially offset by a decrease of $70,800,000 in construction revenues due primarily to 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 that project nears completion. Consolidated operating income for the first six months of 1995 was $24,200,000 lower than the comparable period of 1994 primarily due to a charge of $17,100,000 taken by a unit of Technology Services, Ogden Communications, Inc. ("OCI"). This charge includes the write-off of receivables and related costs recorded in connection with a project for the assembly and installation of telecommunications equipment, as well as a reduction in the carrying value of other inventory acquired by this unit. Following a review of this unit, Ogden management concluded that contracts and other documentation did not provide a basis for recovering the full value of amounts related to the telecommunications project and that the full value of the other inventory acquired by this unit would not be realized. Activities of this unit have been curtailed. Additionally, Entertainment Services income was $4,600,000 lower chiefly associated with lower income from the Ottawa Palladium, the late start of the hockey and baseball spring training seasons, and lower attendance at sporting events; Environmental Services income was $2,000,000 lower chiefly associated with reduced activity in the laboratory analysis group; and Waste-to-Energy Services income (service revenues less operating costs and debt service charges) was $3,800,000 lower primarily due to planned turbine outages at the Detroit and Haverhill facilities, and lower margins at the Union County facility which was in a start- up phase in 1994 which produced higher margins, which were partially offset by the full commercial operation of the Lee County and Onondaga facilities. These decreases were partially offset by increased construction income of $1,700,000 on the Montgomery County and the Detroit facilities; and $1,100,000 in the Independent Power group primarily due to the acquisition of SIGC in December 1994. Selling, administrative and general expenses for the six months ended June 30, 1995 were $4,600,000 higher than the comparable period of 1994 chiefly associated with expenses of companies acquired in transactions accounted for as purchases during the period July 1, 1994 through June 30, 1995 and increased overhead costs and marketing efforts related to international markets for both the Projects and Services segments. Debt service charges for the six months ended June 30, 1995 increased $5,300,000 over the comparable period of 1994 reflecting primarily an increase of $3,000,000 due to the Onondaga facility being in full commercial operation during 1995 and $2,300,000 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 $165,000 in the first six months of 1995 and additional debt service charges of $1,000,000 in the comparable period of 1994. Interest income for the first six 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 six months of 1995 was $3,700,000 higher than the comparable period of 1994, chiefly associated with higher interest rates on variable rate debt, higher borrowings, and a net reduction of $1,400,000 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 six months of 1995, Ogden paid $400,000 on the remaining swap while in the first six months of 1994 Ogden received $1,000,000 on the two swaps. The effective income tax rate for the six months ended June 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 six months of 1995 was $75,500,000 lower than the comparable period of 1994 primarily due to a net reduction in liabilities of $37,000,000 in connection with decreased Waste-to-Energy construction activities; $18,000,000 for payments of Federal alternative minimum taxes; $9,600,000 for the after tax charge in connection with OCI, discussed above, and $12,000,000 in deferred costs relating to overseas projects being developed. Revenues for the three months ended June 30, 1995 were $11,500,000 higher than the comparable period of 1994, primarily reflecting increased revenues of $26,100,000 in Aviation Services chiefly associated with the operations of companies acquired in late 1994 and the early part of 1995 as well as the start-up of operations in Brazil and increased activity in European operations; $5,900,000 in Technology Services primarily associated with increased activity in the Atlantic Design and Systems Engineering groups; $8,400,000 in Independent Power Services primarily due to the acquisition of SIGC in the fourth quarter of 1994; $6,200,000 in Waste-to-Energy Services primarily reflecting revenues generated at the Lee County and Onondaga facilities, which commenced commercial operations in December 1994 and March 1995, respectively; $5,100,000 in Enter- tainment Services primarily reflecting new contracts at Wrigley Field and the Target Center partially offset by reduced customer activity at other sports venues; $4,300,000 in Facility Management Services primarily due to new contracts and increased customer activity. These increases were partially offset by a decrease of $43,900,000 in construction revenues due primarily to the Lee County facility being completed in December 1994 and from reduced activity at the Montgomery County facility as that project nears completion. Consolidated operating income for three months ended June 30, 1995 was $17,600,000 lower than the comparable period of 1994 primarily due to a charge of $17,100,000 taken by OCI, discussed above; $2,900,000 in Waste-to-Energy Services income (service revenues less operating costs and debt service charges) primarily due to lower margins at the Union County facility which was in a start-up phase in 1994 producing higher margins, and reduced margins at the Hartford facility reflecting contract renegotiations; and $1,900,000 in Entertainment Services due primarily to lower income at the Ottawa Palladium, and lower attendance at sporting events. These decreases were partially offset by increased construction income of $1,500,000 on the Montgomery County and the Detroit facilities; $1,500,000 in Aviation Services income primarily due to increased ground services activity in both the United States and Europe, and $1,100,000 in Technology Services income chiefly associated with increased activity at Atlantic Design and the Systems Engineering group. Debt service charges increased $3,200,000 in the second quarter of 1995 as compared to the same period in 1994 reflecting an increase of $2,100,000 due primarily to the Onondaga facility being in full commercial operations during 1995 and $1,100,000 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 $150,000 in the second quarter of 1995 and additional debt service charges of $400,000 in the second quarter of 1994. Interest income for the three months ended June 30, 1995 was $1,000,000 higher than the comparable period of 1994 primarily reflecting interest earned on loans made in the second half of 1994. Interest expense for the three months ended June 30, 1995 was $1,600,000 higher than the comparable period of 1994, chiefly associated with higher interest rates on variable rate debt, higher borrowings, and a net reduction of $270,000 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 June 30, 1995 Ogden paid $170,000 on this swap while in 1994 Ogden received $100,000 of income on the swap. The effective income tax rate for the three months ended June 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 six months of 1995, capital investments amounted to $48,400,000 of which $19,100,000, inclusive of restricted funds transferred from funds held in trust, was for waste-to- energy facilities and $29,300,000 was for normal replacement and growth in Services and Projects operations. At June 30, 1995, capital commitments amounted to $53,900,000, which includes commitments for equity investments (over and above restricted funds provided by revenue bonds issued by municipalities) of $100,000 for waste-to-energy facilities and $53,800,000 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 doe 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 June 30, 1995, the Corporation had $128,000,000 in cash, cash equivalents, and marketable securities and unused revolving credit lines of $159,000,000.
Six Months Three Months Information Concerning Ended June 30, Ended June 30, Business Segments 1995 1994 1995 1994 (In Thousands of Dollars) Revenues: Services: Aviation Services $ 236,406 $ 188,780 $123,580 $ 97,456 Entertainment Services 122,187 120,670 71,071 65,972 Environmental Services 70,215 66,827 36,718 35,919 Technology Services 113,671 92,712 54,609 48,670 Facility Management Services 180,888 175,246 91,531 87,185 Other Services 2,817 6,284 841 2,821 Total Services 726,184 650,519 378,350 338,023 Projects: Waste-To-Energy Services 242,384 228,853 125,952 119,794 Independent Power 32,029 15,488 17,103 8,660 Water and Wastewater 809 466 Construction Activities 41,355 112,177 17,376 61,241 Total Projects 316,577 356,518 160,897 189,695 Total Revenues $1,042,761 $1,007,037 $539,247 $527,718 Income From Operations: Services $ 9,465 $ 30,281 $ (2,081)$ 14,466 Projects 41,710 44,023 25,521 25,640 Total Income from Operations 51,175 74,304 23,440 40,106 Corporate unallocated expenses-net (5,911) (5,098) (2,932) (2,447) Corporate interest-Net (7,202) (6,043) (4,062) (3,523) Income Before Income Taxes and Minority Interests $ 38,062 $ 63,163 $ 16,446 $ 34,136
PART II - OTHER INFORMATION Item 1. Legal Proceedings (a) The Company is a party to various legal proceedings involving matters arising in the ordinary course of business. The Company does not believe that there are any pending legal proceedings for damages against the Company, including the legal proceeding described below, the outcome of which would have a material adverse effect on the Company on a consolidated basis. In December 1993 and January 1994, individuals who had been shareholders of American Envirotech, Inc. ("AEI"), a company which in 1992 had been acquired in a merger by a subsidiary of the Company, sued the Company and several of its subsidiaries in state courts in Fort Worth and Houston, Texas. The plaintiffs claim that AEI's termination of its project development in 1993 breached the merger agreement, and that in connection with the termination the Company and its subsidiaries breached fiduciary duties and committed fraud. The Fort Worth plaintiffs seek $37 million in actual damages as well as significant punitive damages. Both cases are in pre-trial proceedings. On March 2, 1995, the Forth Worth court indicated that it would grant plaintiffs' summary judgment motion, and find that the defendants breached the contract. 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. The Company believes that AEI properly terminated its contract in accordance with its terms, that it acted at all times fairly and in compliance with its obligations; and, based on the advice of counsel, that it has meritorious defenses. The Company also believes, based on the advice of counsel, that questions of fact exist and therefore, the Forth Worth court erred in granting summary judgement. The Company intends to take whatever actions are necessary, at the appropriate time, to overcome the impact of the summary judgment ruling, and if it is successful all issues will be tried by a jury. Otherwise the case will be tried as to noncontractual claims and damages only. The Company believes that plaintiffs have not been damaged because the project could not have been completed on a successful basis, and under the merger agreement payments to the plaintiffs were contingent upon successful financing and profitable operations. The Company will vigorously defend these lawsuits and pursue all appropriate appeal rights, if necessary. No assurances can be given as to the ultimate outcome of either case. (See Item 3.(a) Legal Proceedings of 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 March 31, 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 June 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 4. Submission of Matters to a Vote of Security Holders (a) The Annual Meeting of Shareholders of Ogden Corporation was held on May 25, 1995. (b) Not Required (c) Proposal 1: Election of five directors for a three year term:
Number of votes for Withheld R. Richard Ablon 42,514,183 772,653 Constantine G. Caras 42,525,996 760,840 Judith D. Moyers 42,565,980 720,856 Robert E. Smith 42,589,223 697,613 Abraham Zaleznik 42,536,695 750,141
3) Proposal 2: Ratification of the selection of Deloitte & Touche LLP as independent public accounts of the corporation and its subsidiaries for the year 1995:
For Against Abstain Broker Non-Vote 42,858,182 286,767 141,887 - 0 -
4) Proposal 3: Stockholder proposal requesting the Board of Directors take the steps necessary to provide that new Directors be elected annually and not by classes:
For Against Abstain Broker Non-Vote 14,229,947 21,350,184 1,192,116 6,514,589
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 Stock Purchase Agreement dated May 31, 1988, between Ogden and Ogden Projects, Inc.* 10.3 Tax Sharing Agreement, dated January 1, 1989 between Ogden, Ogden Projects, Inc. and subsi-diaries and Ogden Financial Services, Inc. and subsidiaries.* 10.4 Stock Purchase Option Agreement, dated June 14, 1989, between Ogden and Ogden Projects, Inc. as amended on November 16, 1989.* 10.5 Preferred Stock Purchase Agreement, dated July 7, 1989, between Ogden Financial Services, Inc. and Image Data Corporation.* 10.6 Rights Agreement between Ogden Corporation and Manufacturers Hanover Trust Company, dated as of September 20, 1990.* 10.7 Executive Compensation Plans and Agreements. (a) Ogden Corporation 1986 Stock Option Plan.* (b) Ogden Corporation 1990 Stock Option Plan.* (i) Ogden Corporation 1990 Stock Option Plan as Amended and Restated as of January 19, 1994.* (c) Ogden Services Corporation Executive Pension Plan.* (d) Ogden Services Corporation Select Savings Plan.* (i) Ogden Services Corporation Select Savings Plan Amendment and Restate- ment 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 Agree-ment 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 Cor- poration and Ogden's Chairman of the Board, dated as of January 16, 1992.* (n) Employment Agreement between Ogden Corporation and Ogden's Chief Accounting Officer dated as of December 18, 1991.* (o) Employment Agreement between Scott G. Mackin and Ogden Projects, Inc. dated as of January 1, 1994.* (p) Ogden Corporation Profit Sharing Plan.* (i) Ogden Profit Sharing Plan as amended and restated January 1, 1991 and as in effect through January 1, 1993.* (ii) Ogden Profit Sharing Plan as amended and restated effective as of January 1, 1995.* (q) Ogden Corporation Core Executive Benefit Program.* (r) Ogden Projects Pension Plan.* (s) Ogden Projects Profit Sharing Plan.* (t) Ogden Projects Supplemental Pension and Profit Sharing Plans.* (u) Ogden Projects Employees' Stock Option Plan.* (i) Amendment dated as of December 29, 1994, to the Ogden Projects Employees' Stock Option Plan.* (v) Ogden Projects Core Executive Benefit Program.* (w) Ogden Corporation CEO Formula Bonus Plan.* (x) Form of amendments to the Ogden Projects, Inc. Pension Plan and Profit Sharing Plans effective as of January 1, 1994.* (i) Form of amended Ogden Projects Profit Sharing Plan effective as of January 1, 1994 and incorporated herein by reference.* (ii) Form of amended Ogden Projects Pension Plan, effective as of January 1, 1994 and incorporated herein by reference.* 10.8 First Amended and Restated Ogden Corporation Guaranty Agreement made as of January 30, 1992 by Ogden Corporation for the benefit of Mission Funding Zeta and Pitney Bowes Credit Corporation.* 10.9 Ogden Corporation Guaranty Agreement made as of January 30, 1992 by Ogden Corporation for the benefit of Allstate Insurance Company and Ogden Martin Systems of Huntington Resource Recovery Nine Corp.* 11 Detail of Computation of Earnings appli- cable to Common Stock. 27 Financial Data Schedule (EDGAR Filing Only). * Incorporated by reference as set forth in the Exhibit Index of this Form 10-Q. (b) Reports on Form 8-K -- on June 27, 1995 Ogden filed a Form 8-K Current Report pursuant to its announcement on June 21, 1995 that a unit of Ogden will take an after- tax charge in the range of $8 to $10 million, or $.16 to $.20 per share during the second quarter ending June 30, 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: August 10, 1995 By: /S/ Philip G. Husby Philip G. Husby Senior Vice President and Chief Financial Officer Date: August 10, 1995 By: /S/ Robert M. DiGia Robert M. DiGia Vice President, Controller and Chief Accounting Officer EX-3 2 EX 3.2 BY-LAWS EXHIBIT 3.2 BY-LAWS OF OGDEN CORPORATION (As amended through June 30, 1995) Section 1. In addition to its principal office in the State of Delaware, Ogden Corporation (the "Corporation") may also have offices at such other places within or without the State of Delaware as the Board of Directors shall from time to time determine. Section 2. Meetings of the stockholders and meetings of the Board of Directors may be held at any place or places within or without the State of Delaware. Section 3. The Annual Meeting of Stockholders shall be held on such date and at such time and place as may be fixed by the Board and stated in the notice of the meeting, for the purpose of electing directors and for the transaction of any such other business as is properly brought before the meeting in accordance with these By-laws. To be properly brought before an Annual Meeting occurring subsequent to the Annual Meeting held in 1988, business must be either (i) specified in the notice of Annual Meeting (or any supplement thereto) given by or at the direction of the Board, (ii) otherwise properly brought before the Annual Meeting by or at the direction of the Board, or (iii) otherwise properly brought before the Annual Meeting by a stockholder. In addition to any other applicable requirements, for business to be properly brought before an Annual Meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation, not less than 50 days nor more than 75 days prior to the meeting; provided, however, that in the event that less than 65 days' notice or prior public disclosure of the date of the Annual Meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the stockholder to be timely must be so received not later than the close of business on the fifteenth day following the day on which such notice of the date of the Annual Meeting was mailed or such public disclosure was made, whichever first occurs. A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the Annual Meeting (i) a brief description of the business desired to be brought before the Annual Meeting and the reasons for conducting such business at the Annual Meeting, (ii) the name and record address of the stockholder proposing such business, (iii) the class, series and number of shares of the Corporation's stock which are beneficially owned by the stockholder, and (iv) any material interest of the stockholder in such business. Notwithstanding anything in the By-laws to the contrary, no business shall be conducted at the Annual Meeting except in accordance with the procedures set forth in this Section 3, provided, however, that nothing in this Section 3 shall be deemed to preclude discussion by any stockholder of any business properly brought before the Annual Meeting. The Chairman of an Annual Meeting shall, if the facts warrant, determine and declare to the Annual Meeting that business was not properly brought before the Annual Meeting in accordance with the provisions of this Section 3, and if he should so determine, he shall so declare to the Annual Meeting and any such business not properly brought before the meeting shall not be transacted. Written notice of the Annual Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. Section 4. (Deleted. Related to voting rights of a class of Preferred Stock no longer authorized or issued). Section 5. Unless otherwise prescribed by law or by the Certificate of Incorporation, special meetings of the stockholders, for any purpose or purposes, may be held upon call of the Chairman of the Board of Directors, the Vice Chairman of the Board of Directors or a majority of the Board of Directors. Special meetings of stockholders may not be called by any other person or persons. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. Section 6. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors at any meeting of stockholders occurring subsequent to the Annual Meeting of Stockholders held in 1988. Nominations of persons for election to Board of Directors of the Corporation at the Annual Meeting may be made at such meeting by or at the direction of the Board of Directors, by any committee or persons appointed by the Board or by any stockholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 6. Such nominations, other than those made by or at the direction of the Board, shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 50 days or more than 75 days prior to the meeting; provided, however, that in the event that less than 65 days' notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the fifteenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Such stockholder's notice to the Secretary shall set forth (i) as to each person whom the stockholder proposes to nominate for election or reelection as a director, (a) the name, age, business address and residence address of the person, (b) the principal occupation or employment of the person, (c) the class, series and number of shares of capital stock of the Corporation which are beneficially owned by the person, and (d) any other information relating to the person that is required to be disclosed in solicitations of proxies for election of directors pursuant to the Rules and Regulations of the Securities and Exchange Commission under Section 14 of the Securities Exchange Act of 1934, as amended; and (ii) as to the stockholder giving the notice (a) the name and record address of the stockholder and (b) the class, series and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder. The Corporation may require any proposed nominee to furnish his written consent to serve if elected and such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth herein. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. Section 7. The holders of a majority of the stock of the Corporation having voting power present in person or by proxy shall constitute a quorum, but less than a quorum shall have power to adjourn any meeting from time to time without notice. Except as aforesaid, except as provided in the Certificate of Incorporation, and except as otherwise provided by law, a majority of a quorum at any meeting of stockholders shall have power to act. Section 8. At every meeting of stockholders each stockholder entitled to vote thereat may vote and otherwise act in person or by proxy; but no proxy shall be voted upon more than three (3) years after its date unless such proxy provides for a longer period. Section 9. At least ten days before each election of directors a complete list, arranged in alphabetical order, of the stockholders entitled to vote at the election shall be prepared and filed in the office where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder. Section 10. The Board of Directors may, before any meeting of stockholders for the election of directors, appoint two inspectors of election to serve at such election. If they fail to make such an appointment or if their appointees, or either of them, fail to appear at such meeting, the Chairman of the meeting may appoint inspectors or any inspector of election to act at that election. Section 11. Certificates of stock shall be of such form and device as the Board of Directors may elect and shall be signed by the Chairman of the Board of Directors, the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, but where any such certificate is signed by a transfer agent or an assistant transfer agent or transfer clerk acting on behalf of the Corporation or by a registrar, the signatures of any such officers of the Corporation may be facsimiles, engraved or printed. Section 12. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person, or by attorney, on the surrender of the certificates therefor. The Board of Directors may appoint one or more transfer agents and registrars of the stock. Section 13. The Board of Directors shall have the power to close the stock transfer books of the Corporation for a period not exceeding fifty (50) days preceding the date of any meeting of stockholders, or the date for payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect or for a period of not exceeding fifty days in connection with obtaining the consents of stockholders for any purpose. In lieu of closing the stock transfer books as aforesaid, the Board of Directors is hereby authorized to fix in advance a date, not exceeding fifty (50) days preceding the date of any meeting of stockholders or the date for the payment of any dividend or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of the stockholders entitled to notice of and to vote at, any such meeting and adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date. Section 14. The number of directors of the Corporation shall be sixteen (16). Section 15. Meetings of the Board of Directors shall be held at times fixed by resolutions of the Board or upon call of the Chairman of the Board, the President, the Executive Vice President or any two directors and may be held outside of the State of Delaware. The Secretary or officer performing his duties shall give reasonable notice (which shall not be less than two (2) days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolution of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. One-third of the directors shall constitute a quorum. Section 16. The Board of Directors shall have power to authorize the payment of compensation to the directors for services to the Corporation, including fees for attendance at meetings of the Board of Directors, of the Executive Committee and of other committees and to determine the amount of such compensation and fees. Section 16-A. (a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. (b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper. (c) To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under subsections (a) and (b) (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b). Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (3) by the stockholders. (e) Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in these By-laws. (f) The indemnification and advancement of expenses provided by this Section 16-A of the By-laws shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any other by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. (g) The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such whether or not the Corporation would have the power to indemnify him against such liability under the provisions of these By-laws. (h) Any amendment to this Section 16-A shall not apply to any liability of a director, officer, employee or agent arising out of a transaction or omission occurring prior to the adoption of such amendment, but any such liability based on a transaction or omission occurring prior to the adoption of such amendment shall be governed by Section 16-A of the By-laws, as in effect at the time of such transaction or omission. Section 17. The Board of Directors, as soon as may be practicable after the election of directors in each year, shall: (i) appoint one of their number as Chairman of the Board, (ii) appoint one or more of their number as President, each of whom shall also act as the President of one of the Corporation's operating areas, and (iii) appoint one or more Vice Presidents and a Secretary and may appoint from time to time such other officers, including a Treasurer, as they may deem proper. The Chairman of the Board shall be the presiding officer of the Corporation and shall preside at meetings of the Board of Directors and of the shareholders. He shall have such other powers and duties as may from time to time be conferred upon him by the Board of Directors. Section 18. The Chairman of the Board shall preside at all meetings of the Boar and of the Stockholders and shall have such powers and duties as the Board may assign to him. The President shall be the Chief Executive Officer of the Corporation and, in the absence of the Chairman of the Board, shall preside at all meetings of the Board and stockholders. The President shall be the officer of the Corporation who has general and active responsibility for the management of the business of the Corporation, and shall be responsible for implementing all orders and resolutions of the Board of Directors. The President shall have such other powers and duties as presidents of corporations usually have or as the Board assigns to him. The other officers of the Corporation shall have such powers and duties as usually pertain to their offices, except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors. Section 19. The term of office of all officers shall be until the next election of directors and until their respective successors are chosen and qualified, or until they shall die or resign, but any officer may be removed from office, without cause, at any time by the Board of Directors. Vacancies in any office may be filled by the Board at any meeting. Section 20. The Board of Directors may establish an Executive Committee, a Finance Committee and such other committees of the Board as it may determine, and delegate to said committees such powers and duties as it may determine by resolution of the Board to the extent provided in the General Corporation Law of the State of Delaware. Section 21. The Board of Directors may select such depositaries as they shall deem proper for the funds of the Corporation. All checks and drafts against such deposited funds shall be signed and countersigned by persons to be specified by the Board of Directors. Section 22. The corporate seal of the Corporation shall be in such form as the Board of Directors shall prescribe. Section 23. Either the Board of Directors or the stockholders may alter or amend these By-laws at any meeting duly held as above provided, the notice of which includes notice of the proposed alteration or amendment. EX-11 3 EXHIBIT 11 OGDEN CORPORATION AND SUBSIDIARIES DETAIL OF COMPUTATION OF EARNINGS APPLICABLE TO COMMON STOCK
FOR THE SIX MONTHS FOR THE THREE MONTHS ENDED JUNE 30, ENDED JUNE 30, 1995 1994 1995 1994 (In Thousands) NUMBER OF SHARES USED FOR COMPUTATION OF EARNINGS PER SHARE: Average number of common shares 48,807 43,551 48,828 43,574 NUMBER OF SHARES USED FOR COMPUTATION OF EARNINGS PER SHARE ASSUMING FULL DILUTION: Average number of common shares 48,807 43,551 48,828 43,574 Shares issuable for conversion of preferred stock 312 334 308 332 Number of shares used for computation 49,119 43,885 49,136 43,906 COMPUTATION OF EARNINGS APPLICABLE TO COMMON SHARES: Income before cumulative effect of change in accounting principle $22,574 $32,968 $10,282 $17,640 Add (less): adjustments arising from minority interests in consolidated subsidiaries 2 2 dividends on Ogden preferred stock (87) (94) (43) (47) Consolidated income applicable to Ogden common stock $22,487 $32,876 $10,239 $17,595 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 $22,574 $32,968 $10,282 $17,640 Add: adjustments arising from minority interests in consolidated subsidiaries 2 2 Consolidated income applicable to Ogden common stock $22,574 $32,970 $10,282 $17,642 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 4 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 SIX MONTHS ENDED JUNE 30, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS. 1,000 6-MOS DEC-31-1995 JAN-01-1995 JUN-30-1995 110,913 17,224 598,580 43,132 33,688 913,688 2,373,744 484,471 3,611,478 494,583 2,038,335 24,430 0 51 566,410 3,611,478 238,951 1,042,761 216,853 707,371 0 2,773 14,544 38,062 16,747 22,574 0 0 0 22,574 $0.46 $0.46
EX-99 5 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 Transmitted herewith as through June 30, 1995. Exhibit 3.2. 4 Instruments Defining Rights of Security Holders. 4.1 Fiscal Agency Agreement between Filed as Exhibits (C)(3) and Ogden and Bankers Trust Company, (C)(4) to Ogden's Form 8-K dated as of June 1, 1987 and filed with the Securities and Offering Memorandum dated June Exchange Commission on July 7, 12, 1987, relating to U.S. 1987 and incorporated herein $85 million Ogden 6% Convertible by reference. Subordinated Debentures, Due 2002. EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION 4.2 Fiscal Agency Agreement between Filed as Exhibit (4) to Ogden's Ogden and Bankers Trust Company, Form S-3 Registration Statement dated as of October 15, 1987, filed with the Securities and and Offering Memorandum, dated Exchange Commission on December October 15, 1987, relating to 4, 1987, Registration No. U.S. $75 million Ogden 5-3/4% 33-18875, and incorporated Convertible Subordinated herein by reference. Debentures, Due 2002. 4.3 Indenture dated as of March 1, Filed as Exhibit (4)(C) to 1992 from Ogden Corporation to Ogden's Form 10-K for fiscal The Bank of New York, Trustee, year ended December 31, 1991, relating to Ogden's $100 million and incorporated herein by debt offering. reference. 10 Material Contracts 10.1 Credit Agreement by and among Filed as Exhibit No. 10.2 to Ogden, The Bank of New York, as Ogden's Form 10-K for fiscal Agent and the signatory Lenders year ended December 31, 1993, thereto dated as of September 20, and incorporated herein by 1993. reference. 10.2 Stock Purchase Agreement dated Filed as Exhibit (10)(d) to May 31, 1988, between Ogden and Ogden's Form 10-K for the Ogden Projects, Inc. fiscal year ended December 31, 1989 and incorporated herein by reference. 10.3 Tax Sharing Agreement, dated Filed as Exhibit (10)(e) to January 1, 1989 between Ogden, Ogden's Form 10-K for the Ogden Projects, Inc. and fiscal year ended December 31, subsidiaries, Ogden Allied 1989 and incorporated herein Services, Inc. and subsidiaries by reference. and Ogden Financial Services, Inc. and subsidiaries. 10.4 Stock Purchase Option Agreement, Filed as Exhibit (10)(f) to dated June 14, 1989, between Ogden's Form 10-K for the Ogden and Ogden Projects, Inc. fiscal year ended December 31, as amended on November 16, 1989. 1989 and incorporated herein by reference. 10.5 Preferred Stock Purchase Filed as Exhibit (10)(g) to Agreement, dated July 7, 1989, Ogden's Form 10-K for the between Ogden Financial Services, fiscal year ended December 31, Inc. and Image Data Corporation. 1989 and incorporated herein by reference. 10.6 Rights Agreement between Ogden Filed as Exhibit (10)(h) to Corporation and Manufacturers Ogden's Form 10-K for the Hanover Trust Company, dated as fiscal year ended December 31, of September 20, 1990. 1990 and incorporated herein by reference. EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION 10.7 Executive Compensation Plans and Agreements. (a) Ogden Corporation 1986 Filed as Exhibit (10)(k) to Stock Option Plan. Ogden's Form 10-K for the fiscal year ended December 31, 1985 and incorporated herein by reference. (b) Ogden Corporation 1990 Filed as Exhibit (10)(j) to Stock Option Plan. Ogden's Form 10-K for the fiscal year ended December 31, 1990 and incorporated herein by reference. (i) Ogden Corporation 1990 Filed as Exhibit 10.6(b)(i) to Stock Option Plan as Ogden's Form 10-Q for the Amended and Restated as of quarterly period ended January 19, 1994. September 30, 1994 and incorporated herein by reference. (c) Ogden Services Corporation Filed as Exhibit (10)(k) to Executive Pension Plan. Ogden's Form 10-K for the fiscal year ended December 31, 1990 and incorporated herein by reference. (d) Ogden Services Corporation Filed as Exhibit (10)(l) to Select Savings Plan. Ogden's Form 10-K for the fiscal year ended December 31, 1990 and incorporated herein by reference. (i) Ogden Services Corporation Filed as Exhibit 10.7(d)(i) to Select Savings Plan Ogden's Form 10-K for the Amendment and Restatement fiscal year ended December 31, as of January 1, 1995. 1994 and incorporated herein by reference. (e) Ogden Services Corporation Filed as Exhibit (10)(m) to Select Savings Plan Trust. Ogden's Form 10-K for the fiscal year ended December 31, 1990 and incorporated herein by reference. (i) Ogden Services Corporation Filed as Exhibit 10.7(e)(i) to Select Savings Plan Trust Ogden's Form 10-K for the fiscal Amendment and Restatement fiscal year ended December 31, as of January 1, 1995. 1994 and incorporated herein by reference. (f) Ogden Services Corporation Filed as Exhibit (10)(n) to Executive Pension Plan Trust. Ogden's Form 10-K for the fiscal year ended December 31, 1990 and incorporated herein by reference. EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION (g) Changes effected to the Ogden Filed as Exhibit (10)(o) to Profit Sharing Plan effective Ogden's Form 10-K for the January 1, 1990. fiscal year ended December 31, 1990 and incorporated herein by reference. (h) Employment Letter Agreement Filed as Exhibit (10)(p) to between Ogden and an executive Ogden's Form 10-K for the officer dated January 30, 1990. fiscal year ended December 31, 1990 and incorporated herein by reference. (i) Employment Agreement between Filed as Exhibit (10)(r) to R. Richard Ablon and Ogden Ogden's Form 10-K for the dated as of May 24, 1990. fiscal year ended December 31, 1990 and incorporated herein by reference. (i) Letter Amendment to Filed as Exhibit (10)(r)(i) Employment Agreement to Ogden's Form 10-K for the between Ogden Corporation fiscal year ended December 31, and R. Richard Ablon, dated 1990 and incorporated herein as of October 11, 1990. by reference. (j) Employment Agreement between Filed as Exhibit (10)(s) to Ogden and C. G. Caras dated Ogden's Form 10-K for the as of July 2, 1990. fiscal year ended December 31, 1990 and incorporated herein by reference. (i) Letter Amendment to Filed as Exhibit (10)(s)(i) Employment Agreement to Ogden's Form 10-K for the between Ogden Corporation fiscal year ended December 31, and C. G. Caras, dated as 1990 and incorporated herein of October 11, 1990. by reference. (k) Employment Agreement between Filed as Exhibit (10)(t) to Ogden and Philip G. Husby, Ogden's Form 10-K for the dated as of July 2, 1990. fiscal year ended December 31, 1990 and incorporated herein by reference. (l) Termination Letter Agreement Filed as Exhibit (10)(v) to between Maria P. Monet and Ogden Ogden's Form 10-K for the dated as of October 22, 1990. fiscal year ended December 31, 1990 and incorporated herein by reference. (m) Letter Agreement between Ogden Filed as Exhibit 10.2 (p) to Corporation and Ogden's Chairman Ogden's Form 10-K for fiscal of the Board, dated as of year ended December 31, 1991 January 16, 1992. and incorporated herein by reference. EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION (n) Employment Agreement between Filed as Exhibit 10.2 (q) to Ogden Corporation and Ogden's Ogden's Form 10-K for fiscal Chief Accounting Officer dated year ended December 31, 1991 as of December 18, 1991. and incorporated herein by reference. (o) Employment Agreement between Filed as Exhibit 10.8(o) to Scott G. Mackin and Ogden Ogden's Form 10-K for fiscal Projects, Inc. dated as of year ended December 31, 1993 January 1, 1994. and incorporated herein by reference. (p) Ogden Corporation Profit Sharing Filed as Exhibit 10.8(p) to Plan. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (i) Ogden Profit Sharing Plan Filed as Exhibit 10.8(p)(i) to as amended and restated Ogden's Form 10-K for fiscal January 1, 1991 and as in year ended December 31, 1993 effect through January 1, and incorporated herein by 1993. reference. (ii) Ogden Profit Sharing Plan Filed as Exhibit 10.7(p)(ii) to as amended and restated Ogden's Form 10-K for fiscal effective as of January 1, year ended December 31, 1994 and 1995. incorporated herein by reference. (q) Ogden Corporation Core Executive Filed as Exhibit 10.8(q) to Benefit Program. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (r) Ogden Projects Pension Plan. Filed as Exhibit 10.8(r) to Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (s) Ogden Projects Profit Sharing Filed as Exhibit 10.8(s) to Plan. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (t) Ogden Projects Supplemental Filed as Exhibit 10.8(t) to Pension and Profit Sharing Plans. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION (u) Ogden Projects Employees' Stock Filed as Exhibit 10.8(u) to Option Plan. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (i) Amendment dated as of Filed as Exhibit 10.7(u)(i) December 29, 1994, to the to Ogden's Form 10-K for fiscal Ogden Projects Employees' year ended December 31, 1994 Stock Option Plan. and incorporated herein by reference. (v) Ogden Projects Core Executive Filed as Exhibit 10.8(v) to Benefit Program. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (w) Ogden Corporation CEO Formula Filed as Exhibit 10.6(w) to Bonus Plan. Ogden's Form 10-Q for quarterly period ended September 30, 1994 and incorporated herein by reference. (x) Form of amendments to the Ogden Filed as Exhibit 10.8(w) to Projects, Inc. Pension Plan and Ogden's Form 10-K for fiscal Profit Sharing Plans effective as year ended December 31, 1993 of January 1, 1994. and incorporated herein by reference. (i) Form of amended Ogden Filed as Exhibit 10.7(w)(i) to Projects Profit Sharing Ogden's Form 10-K for fiscal Plan effective as of year ended December 31, 1994 January 1, 1994 and and incorporated herein by incorporated herein by reference. reference. (ii) Form of amended Ogden Filed as Exhibit 10.7(w)(ii) to Projects Pension Plan, Ogden's Form 10-K for fiscal effective as of January 1, year ended December 31, 1994 1994 and incorporated and incorporated herein by herein by reference. reference. 10.8 First Amended and Restated Filed as Exhibit 10.3 (b) (i) Ogden Corporation Guaranty to Ogden's Form 10-K for Agreement made as of January 30, fiscal year ended December 31, 1992 by Ogden Corporation for 1991 and incorporated herein the benefit of Mission Funding by reference. Zeta and Pitney Bowes Credit Corporation. 10.9 Ogden Corporation Guaranty Filed as Exhibit 10.3 (b) (iii) Agreement made as of January to Ogden's Form 10-K for 30, 1992 by Ogden Corporation fiscal year ended December 31, for the benefit of Allstate 1991 and incorporated herein Insurance Company and Ogden by reference. Martin Systems of Huntington Resource Recovery Nine Corp. EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION 11 Ogden Corporation and Transmitted herewith as Subsidiaries Detail of Exhibit 11. Computation of Earnings Applicable to Common Stock. 27 Financial Data Schedule. Transmitted herewith as Exhibit 27.