-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, A8B6tdhevwPYJ6PuTOcgY6G0Jhd4FHg1K+4Hy6cikB4UlnSZxqvp0f+AbYvsA/Xu xFWbzd8CYziXWSPkdqQ58A== 0000891554-96-000530.txt : 19960816 0000891554-96-000530.hdr.sgml : 19960816 ACCESSION NUMBER: 0000891554-96-000530 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960814 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: OGDEN CORP CENTRAL INDEX KEY: 0000073902 STANDARD INDUSTRIAL CLASSIFICATION: AIRPORTS, FLYING FIELDS & AIRPORT TERMINAL SERVICES [4581] 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: 96615391 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 PLZ - 25TH FLR CITY: NEW YORK STATE: NY ZIP: 10121 10-Q 1 QUARTERLY REPORT 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, 1996 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, 1996; 49,695,314 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, ---------------- ----------------- 1996 1995 1996 1995 ---- ---- ---- ---- (In Thousands of Dollars, Except per Share Data) Service revenues $ 759,080 $ 759,326 $377,224 $384,335 Net sales 292,738 239,372 154,083 135,934 Construction revenues 1,940 41,355 1,779 17,376 Net gain on disposition of businesses 13,013 13,013 --------- --------- -------- -------- Total revenues 1,066,771 1,040,053 546,099 537,645 --------- --------- -------- -------- Operating costs and expenses 626,723 623,803 311,022 319,370 Costs of goods sold 266,971 216,943 144,660 123,912 Construction costs 1,804 31,251 1,666 11,957 Selling, administrative and general expenses 65,240 70,827 30,835 34,242 Debt service charges 55,570 55,531 27,265 29,383 --------- --------- -------- -------- Total costs and expenses 1,016,308 998,355 515,448 518,864 --------- --------- -------- -------- Consolidated operating income 50,463 41,698 30,651 18,781 Equity in net income of investees and joint ventures 1,226 3,383 1,363 1,205 Interest income 7,072 7,348 4,043 3,434 Interest expense (15,099) (14,885) (7,578) (7,664) Other income (deductions)-net 225 116 209 488 -------- --------- -------- -------- Income before income taxes and minority interests 43,887 37,660 28,688 16,244 Less: income taxes 18,433 16,747 12,049 7,236 minority interests (722) (1,259) (249) (1,072) --------- --------- -------- -------- Net income $ 26,176 $ 22,172 $ 16,888 $ 10,080 ========= ========= ======== ======== EARNINGS PER COMMON SHARE $ .53 $ .45 $ .34 $ .21 ========= ========= ======== ========
OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS JUNE 30, DECEMBER 31, 1996 1995 ---- ---- (In Thousands of Dollars) ASSETS Current Assets: Cash and cash equivalents $ 124,141 $ 96,782 Marketable securities available for sale 2,691 13,939 Restricted funds held in trust 99,482 95,238 Receivables (less allowances: 1996, $39,397 and 1995, $37,039) 521,555 597,644 Deferred income taxes 32,045 31,979 Other 102,953 90,784 ----------- ----------- Total current assets 882,867 926,366 Property, plant and equipment-net 1,842,290 1,879,179 Restricted funds held in trust 216,855 218,551 Unbilled service and other receivables 228,679 191,753 Unamortized contract acquisition costs 151,543 148,342 Goodwill and other intangible assets 82,315 87,596 Other assets 192,871 200,884 ----------- ----------- Total Assets $ 3,597,420 $ 3,652,671 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Current liabilities: Current portion of long-term debt $ 3,957 $ 4,680 Current portion of project debt 57,937 55,774 Dividends payable 15,531 15,294 Accounts payable 110,130 114,648 Federal and foreign income taxes payable 6,000 Accrued expenses, etc. 298,324 291,421 Deferred income 30,897 28,702 ----------- ----------- Total current liabilities 522,776 510,519 Long-term debt 337,525 344,333 Project debt 1,528,593 1,551,203 Deferred income taxes 305,950 310,400 Other liabilities 200,623 230,558 Minority interest 9,356 10,030 Convertible subordinated debentures 148,650 148,650 ----------- ----------- Total Liabilities 3,053,473 3,105,693 ----------- ----------- Shareholders' Equity: Serial cumulative convertible preferred stock, par value $1.00 per share; authorized 4,000,000 shares; shares outstanding: 48,016 in 1996 and 49,469 in 1995; net of treasury shares of 29,820 in 1996 and 1995, respectively 48 50 Common stock, par value $.50 per share; authorized, 80,000,000 shares; shares outstanding: 49,695,314 in 1996 and 49,467,781 in 1995, net of treasury shares of 3,646,123 and 3,735,123 in 1996 and 1995, respectively 24,848 24,734 Capital surplus 200,649 197,921 Earned surplus 323,104 328,047 Cumulative translation adjustment-net (3,988) (2,657) Pension liability adjustment (760) (760) Net unrealized gain (loss) on securities available for sale 46 (357) ----------- ----------- Total Shareholders' Equity 543,947 546,978 ----------- ----------- Total Liabilities and Shareholders' Equity $ 3,597,420 $ 3,652,671 =========== =========== OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Six Months Ended Year Ended June 30, 1996 December 31, 1995 Shares Amounts Shares Amounts ------ ------- ------ ------- (In Thousands of Dollars, Except Per Share Amounts) Serial Cumulative Convertible Preferred Stock, Par Value $1.00 Per Share; Authorized 4,000,000 Shares: Balance at beginning of period 79,289 $80 83,323 $84 Shares converted into common stock (1,453) (2) (4,034) (4) -------------------- ------------------- Total 77,836 78 79,289 80 Treasury shares 29,820 30 29,820 30 -------------------- ------------------- Balance at end of period (aggregate involuntary liquidation value - 1996 $967,522) 48,016 48 49,469 50 -------------------- ------------------- Common Stock, Par Value $.50 Per Share; Authorized, 80,000,000 Shares: Balance at beginning of period 53,202,904 26,602 52,641,215 26,320 Exercise of stock options, less common stock utilized 129,871 65 10,735 6 Shares used for pooling of interests 526,869 264 Conversion of preferred shares 8,662 4 24,085 12 -------------------- ------------------- Total 53,341,437 26,671 53,202,904 26,602 -------------------- ------------------- Treasury shares at beginning of period 3,735,123 1,868 3,864,123 1,932 Exercise of stock options (89,000) (45) (129,000) (64) -------------------- ------------------- Treasury shares at end of period 3,646,123 1,823 3,735,123 1,868 -------------------- ------------------- Balance at end of period 49,695,314 24,848 49,467,781 24,734 -------------------- ------------------- Capital Surplus: Balance at beginning of period 197,921 194,496 Exercise of stock options, less common stock utilized 2,730 2,620 Arising from pooling of interests 813 Conversion of preferred shares (2) (8) ---------- -------- Balance at end of period 200,649 197,921 ---------- -------- Earned Surplus: Balance at beginning of period 328,047 381,864 Net income 26,176 7,444 ---------- -------- Total 354,223 389,308 ---------- -------- Preferred dividends-per share 1996, $1.6752, 1995, $3.35 81 171 Common dividends-per share 1996, $.625 1995, $1.25 31,038 61,090 ---------- -------- Total dividends 31,119 61,261 ---------- -------- Balance at end of period 323,104 328,047 ---------- -------- Cumulative Translation Adjustment-Net (3,988) (2,657) ---------- -------- Pension Liability Adjustment (760) (760) ---------- -------- Net Unrealized Gain (Loss) on Securities Available For Sale 46 (357) ---------- -------- TOTAL SHAREHOLDERS' EQUITY $ 543,947 $546,978 ---------- --------
OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30 ------------------------ 1996 1995 ---- ---- (In Thousands of Dollars) CASH FLOWS FROM OPERATING ACTIVITIES: Cash generated from operations $ 87,656 $ 86,146 Management of Operating Assets and Liabilities: Decrease (Increase) in Assets: Receivables 2,929 9,318 Other assets (41,417) (32,422) Increase (Decrease) in Liabilities: Accounts payable 4,460 (7,973) Accrued expenses (11,868) (11,949) Deferred income 1,942 3,734 Other liabilities (17,897) (33,567) -------- --------- Net cash provided by operating activities 25,805 13,287 -------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Proceeds from sale of businesses 90,946 Entities purchased, net of cash acquired (7,259) (16,934) Proceeds from sale of marketable securities available for sale 13,158 68,857 Purchase of marketable securities available for sale (2,203) Proceeds from sale of property, plant and equipment 1,482 1,537 Investments in waste-to-energy facilities (7,374) (19,139) Other capital expenditures (19,400) (32,254) Decrease (increase) in other receivables (4,084) 324 Other (4,522) (2,179) --------- --------- Net cash provided by investing activities 60,744 212 --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Borrowings for waste-to-energy facilities 28,676 Other new debt 6,230 18,917 Decrease (increase) in funds held in trust (1,629) 1,809 Payment of debt (64,437) (14,321) Dividends paid (30,882) (28,967) Other 2,852 2,617 --------- --------- Net cash used by financing activities (59,190) (19,945) --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 27,359 (6,446) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 96,782 117,359 --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 124,141 $ 110,913 ========= =========
OGDEN CORPORATION AND SUBSIDIARIES JUNE 30, 1996 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. In connection with Ogden's restructuring plan, the environmental business of Ogden Environmental and Energy Services (OEES) was transferred to Ogden Projects, Inc. as of January 1, 1996. In the first quarter of 1996 the laboratory business of OEES and W. J. Schafer, a unit of Ogden Technology Services, were sold. The Ogden Professional Services group, another unit of Ogden Technology Services, was sold in April 1996. The Facility Management Services group operations, outside of New York, were sold in June 1996 and the asbestos abatement operations were discontinued in June 1996. The accompanying financial statements have been reclassified as to certain amounts to conform with the 1996 presentation. Operations: Revenues for the first six months of 1996 were $26,700,000 higher than the comparable period of 1995 primarily reflecting increased revenues of $52,000,000 in Entertainment Services, chiefly associated with new contracts, increased customer activity primarily at sports venues, the start-up of operations in Europe and the acquisition of Florida Leisure in 1996; $16,400,000 in Facility Management Services primarily due to increased customer activity outside of New York; a $13,000,000 net gain from the disposition of certain non-core businesses, namely the sale of Facility Management Services operations outside of New York, Ogden Professional Services and the discontinuance of asbestos abatement operations; and $11,100,000 in Waste-to-Energy Services primarily reflecting operations of the Montgomery County facility which commenced operations in August 1995. These revenue increases were substantially offset by reduced construction revenues of $39,400,000 primarily due to the completion of the Montgomery County facility in August 1995, and reduced construction at the Detroit Facility; $15,400,000 in Aviation Services, chiefly associated with reduced activity in the air range and pilot training systems company and in a Brazilian aviation unit which was disposed of in 1996; $10,300,000 in Environmental Services, chiefly associated with the sale of its laboratory business in January 1996; $5,600,000 in Technology Services primarily due to the disposition of certain of these businesses sold in late 1995 and in 1996, partially offset by increased revenues of Technology Services' remaining business, a contract manufacturing operation. Consolidated operating income for the six months ended June 30, 1996 was $8,800,000 higher than the comparable period of 1995. Entertainment Services operating income increased $5,700,000 primarily due to new contracts, increased customer activity principally in sports venues, and the acquisition of Florida Leisure in 1996. Aviation Services income was $4,900,000 lower due to a charge of $6,700,000 reflecting the decision to close one of its ground services locations, partially offset by increased operating income of $1,800,000 primarily in overseas operations. The operating income of Technology Services, which businesses have largely been disposed or are planned to be disposed, increased $4,600,000, largely reflecting the effect of a charge in 1995 of $17,100,000, substantially offset by the operating income associated with the businesses disposed of in late 1995 and in 1996, and reduced margins and increased costs with respect to the remaining Technology Services business. Operating income also increased $13,000,000 as a result of a net gain from the disposition of certain non-core businesses, namely the sale of Facility Services operations outside of New York, and a unit of the Technology Services, Ogden Professional Services, and the discontinuance of asbestos abatement operations. Projects' construction income was $9,800,000 lower reflecting the completion of the Montgomery County facility in August 1995 and reduced construction activity at the Detroit facility. Income from Projects' other operations were relatively unchanged. Selling, general and administrative expenses for the six months ended June 30, 1996 were $5,600,000 lower than the comparable period of 1995 chiefly associated with the sale of Technology Services subsidiaries in late 1995 and in 1996. Debt service charges for the first six months of 1996 were relatively flat. The Corporation has three fixed interest rate swap agreements entered into as hedges against interest rate exposure on three series of adjustable-rate project debt that resulted in additional debt service of $387,000 in the first six months of 1996 and lower debt service of $165,000 in the first six months of 1995. Interest income for the first six months of 1996 was $280,000 lower than the comparable period of 1995 primarily due to lower interest income on investments primarily offset by interest from State tax refunds and loans to joint ventures. Interest expense was $210,000 higher chiefly associated with increased average borrowings outstanding offset by a net decrease in variable rate interest costs, including a net decrease of $290,000 in interest costs on two interest rate swap agreements covering notional amounts of $100,000,000 and $7,100,000, respectively. The first swap agreement expires on December 16, 1998 and was entered into in order to convert Ogden's fixed rate $100,000,000 9.25% debentures into variable rate debt. The second swap expires November 20, 2000 and was entered into in December 1995 in order to convert Ogden's $7,100,000 variable rate debt to a fixed rate. During the first six months of 1996 and 1995, Ogden paid $70,000 and $360,000 on these swap agreements, respectively. Equity in net income of investees and joint ventures for the six months ended June 30, 1996 was $2,200,000 lower than the comparable period of 1995 primarily reflecting lower earnings in Independent Power Joint Venture operations due to reduced prices and power production. The effective income tax rate for the six months ended June 30, 1996 was 42% compared with 44% for the comparable period of 1995. This 2% decrease in the tax rate is due primarily to the effect of a reduction of certain foreign losses and the increased profitability of certain foreign operations combined with the use of foreign tax loss carryforwards. Revenues for the three months ended June 30, 1996 were $8,500,000 higher than the comparable period of 1995 reflecting increased revenues of $27,000,000 in Entertainment Services due to new contracts, increased customer activity, primarily at sports venues, the start-up of operations in Europe and Argentina and the acquisition of Florida Leisure in 1996; a $13,000,000 net gain from the disposition of certain non-core businesses, previously described; $10,500,000 in Facility Services primarily reflecting increased customer activity outside of New York; $4,200,000 in Waste-to-Energy Services due primarily to the full commercial operations of the Montgomery County facility which commenced commercial operations in August 1995. These revenue increases were substantially offset by reduced revenues of $21,300,000 in Technology Services primarily reflecting the disposition of certain of these businesses in late 1995 and in 1996; $15,600,000 in construction revenues due primarily to the Montgomery County facility being completed in August 1995 and reduced construction in the Detroit facility; and $10,900,000 in Aviation Services chiefly associated with reduced activity in the air range and pilot training systems company and the absence of a Brazilian aviation unit disposed of in 1996. Consolidated operating income for the three months ended June 30, 1996 was $11,900,000 higher than the comparable period of 1995. Entertainment Services operating income increased $3,000,000 primarily due to new contracts, increased customer activity, and the acquisition of Florida Leisure in 1996. Aviation Services income was $3,500,000 lower due to a charge of $6,700,000 reflecting the decision to close one of its ground services locations, partially offset by increased operating income of $3,200,000 primarily in overseas operations. The operating income of Technology Services, which businesses have largely been disposed or are expected to be disposed, increased $4,700,000, largely reflecting the effect of a charge in the second quarter of 1995 of $17,100,000, partially offset by the operating income associated with the businesses disposed of in late 1995 and in 1996, and reduced margins and increased costs with respect to the remaining Technology Services business. Operating income also increased $13,000,000 as a result of a net gain from the disposition of certain non-core businesses, previously described. Projects' construction income was $5,100,000 lower reflecting the completion of the Montgomery County facility in August 1995 and reduced construction activity at the Detroit facility. Income from Projects' other operations were relatively unchanged. Selling, general and administrative expenses for the three months ended June 30, 1996 were $3,400,000 lower than the comparable period of 1995 primarily due to the sale of non-core Technology Service businesses in late 1995 and the first quarter of 1996. Debt service charges for the three months ended June 30, 1996 were $2,100,000 lower than the comparable period of 1995 primarily reflecting lower debt outstanding because of redemption and maturities on bonds. The three interest rate swap agreements entered into as hedges against interest rate exposure on series of adjustable-rate project debt resulted in additional debt service of $160,000 in the second quarter of 1996 and $150,000 lower debt service in the second quarter of 1995. Interest income for the quarter ended June 30, 1996 was $600,000 higher than the comparable period of 1995 principally due to interest on State tax refunds and loans to joint ventures partially offset by lower interest income on investments. Interest expense was flat for the three month period ending June 30, 1996 compared with the comparable period of 1995. During the three months ending June 30, 1996 and 1995, Ogden paid $105,000 and $169,000 on two interest rate swap agreements. Equity net income of investees and joint ventures for the three months ended June 30, 1996 was $200,000 higher than the comparable period of 1995. The effective income tax rate for the three months ended June 30, 1996 was 42% compared with 44% for the comparable period of 1995. This 2% decrease in the tax rate is due primarily to the effect of a reduction of certain foreign losses and the increased profitability of certain foreign operations combined with the use of foreign tax loss carryforwards. Capital Investments and Commitments: During the first six months of 1996, capital investments amounted to $26,800,000, of which $7,400,000 inclusive of restricted funds transferred from funds held in trust, was for Projects' waste-to-energy operations and $19,400,000 was for normal replacement and growth in Services' and Projects' operations. At June 30, 1996, capital commitments amounted to $49,700,000 for normal replacement, modernization, and growth in Services' ($38,900,000) and Projects' ($10,800,000) operations. In addition, compliance with recently promulgated standards and guidelines under the Clean Air Act Amendments of 1990 may require additional capital expenditures of $30,000,000 during the next four years. Ogden and certain of its subsidiaries have issued or are party to performance bonds and guarantees and related contractual obligations undertaken mainly pursuant to agreements to construct and operate certain waste-to-energy, entertainment, and other facilities. In the normal course of business, they are involved in legal proceedings in which damages and other remedies are sought. Management does not expect that these contractual obligations, legal proceedings, or any other contingent obligation 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 agreed to advance funds to a customer, if necessary, to assist refinancing senior secured debt incurred in connection with construction of the facility. Such refinancing requirements are not expected to exceed $75,000,000 at maturity of the senior secured debt, which is expected to be on or about March 1, 2001. In addition, at June 30, 1996, the Corporation has guaranteed indebtedness of $15,300,000 of an affiliate and principal tenant of this customer. Ogden continues as guarantor of surety bonds and letters of credit totaling approximately $17,500,000 on behalf of International Terminal Operating Co. Inc. and has guaranteed borrowings of certain customers amounting to approximately $27,600,000. Management does not expect that these arrangements will have a material adverse effect on Ogden's Consolidated Financial Statements. Liquidity/Cash Flow: Net cash provided from operating activities was $12,500,000 higher than the comparable period of 1995, primarily due to the timing of federal and foreign income tax payments of $8,800,000 and the net effect of the substantial completion of construction activity in 1995. Net cash provided from investing activities was $60,500,000 higher than the comparable period of 1995, primarily reflecting cash provided from the sale of businesses of $90,900,000, lower capital expenditures of $24,600,000, lower costs of acquisitions of $9,700,000, offset by a reduction in cash provided from the sale of marketable securities of $55,700,000. Net cash used in financing activities increased $39,200,000 over the comparable period of 1995 primarily due to the net repayment of debt of $21,400,000, increased dividends paid of $1,900,000, reduced other borrowings of $12,700,000, and an increase in restricted funds held in trust of $3,400,000. Exclusive of changes in waste-to-energy facility construction activities, the Corporation's various types of contracts are not expected to have a material effect on liquidity. Debt service associated with project debt, which is an explicit component of a client community's obligation under its service agreement, is paid as it is billed and collected. Cash required for investing and financing activities is expected to be satisfied from operating activities; available funds, including short-term investments; proceeds from the sale of non-core businesses; and the Corporation's unused credit facilities to the extent needed. At June 30, 1996, the Corporation had $126,832,000 in cash, cash equivalents, and marketable securities and unused revolving credit lines of $177,288,000. Six Months Three Months Information Concerning Ended June 30, Ended June 30, Business Segments 1996 1995 1996 1995 - -------------------------------------------------------------------------------- (In Thousands of Dollars) Revenues: Services: Aviation Services $ 220,965 $ 236,406 $112,649 $123,580 Entertainment Services 174,964 122,920 98,427 71,437 Technology Services 108,103 113,671 33,323 54,609 Facility Management Services 197,250 180,888 102,068 91,531 Other Services 6,594 2,817 4,489 841 Net gain on disposition of businesses 13,013 13,013 ---------- ---------- -------- -------- Total Services 720,889 656,702 363,969 341,998 --------- ---------- -------- -------- Projects: Waste-To-Energy Services 253,506 242,384 130,197 125,952 Independent Power 29,698 28,588 16,203 15,135 Environmental Services 59,870 70,215 33,508 36,718 Water and Wastewater 868 809 443 466 Construction Activities 1,940 41,355 1,779 17,376 ---------- ---------- -------- -------- Total Projects 345,882 383,351 182,130 195,647 ---------- ---------- -------- -------- Total Revenues $1,066,771 $1,040,053 $546,099 $537,645 ========== ========== ======== ======== Income From Operations: Services $ 26,273 $ 9,156 $ 13,235 $ (2,496) Projects 29,012 38,569 19,876 24,697 ---------- ---------- -------- -------- Total Income from Operations 55,285 47,725 33,111 22,201 Equity in net income (loss) of investees and joint ventures: Services 1,240 1,527 1,107 695 Projects (14) 1,856 256 510 ---------- --------- -------- -------- Total 56,511 51,108 34,474 23,406 Corporate unallocated expenses-net (4,597) (5,911) (2,251) (2,932) Corporate interest-net (8,027) (7,537) (3,535) (4,230) ----------- --------- -------- -------- Income Before Income Taxes and Minority Interests $ 43,887 $ 37,660 $ 28,688 $ 16,244 ========== ========== ======== ======== PART II - OTHER INFORMATION Item 1. Legal Proceedings Ogden Corporation and its subsidiaries (the "Company") are parties 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. As previously disclosed, Ogden was the defendant in actions brought in state court in Fort Worth and Houston, Texas by several individuals who claimed that Ogden had breached its obligations to them to develop a hazardous waste facility. In March 1995, the Fort Worth court entered partial summary judgment for the plaintiffs (the "Fort Worth Plaintiffs") in that action on the issue of whether Ogden had breached its contractual obligations. Subsequently, the Houston case was abated and the plaintiffs in that case (the "Intervening Plaintiffs") intervened in the Fort Worth action. In October 1995 the Company settled with the Fort Worth Plaintiffs, pursuant to which the summary judgment was vacated and on May 30 1996, the Company settled all issues relating to the Intervening Plaintiffs. (b) Environmental Matters The Company conducts regular inquiries of its subsidiaries regarding litigation and environmental violations which include determining the nature, amount and likelihood of liability for any such claims, potential claims or threatened litigation. In the ordinary course of its business, the Company may 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 a Company subsidiary operates. Such proceedings also include actions brought by individuals or local governmental authorities seeking to overrule governmental decisions on matters relating to the subsidiaries' operations in which the subsidiary may be, but is not necessarily, a party. Most proceedings brought against the Company by governmental authorities or private parties under these laws relate to alleged technical violations of regulations, licenses, or permits pursuant to which a subsidiary operates. The Company believes that such proceedings will not have a material adverse effect on the Company on a consolidated basis. The Company's operations are subject to various Federal, state and local environmental laws and regulations, including the Clean Air Act, the Clean Water Act, the Comprehensive Environmental Response Compensation and Liability Act (CERCLA) and Resource Conservation and Recovery Act (RCRA). Although the Company operations are occasionally subject to proceedings and orders pertaining to emissions into the environment and other environmental violations, the Company believes that it is in substantial compliance with existing environmental laws and regulations. In connection with certain previously divested operations, the Company may be identified, along with other entities, as being among potentially responsible parties responsible for contribution for costs associated with the correction and remediation of environmental conditions at various hazardous waste disposal sites subject to CERCLA. In certain instances the Company may be exposed to joint and several liability for remedial action or damages. The Company's ultimate liability in connection with such environmental claims will depend on many factors, including its volumetric share of waste, the total cost of remediation, the financial viability of other companies that also sent waste to a given site and its contractual arrangement with the purchaser of such operations. The potential costs related to such matters and the possible impact on future operations are uncertain due in part to the complexity of government laws and regulations and their interpretations, the varying costs and effectiveness of cleanup technologies, the uncertain level of insurance or other types of recovery, and the questionable level of the Company's responsibility. Although the ultimate outcome and expense of environmental remediation is uncertain, the Company believes that required remediation and continuing compliance with environmental laws will not have a material adverse effect on the Company on a consolidated basis. Item 4. Submission of Matters to a Vote of Security Holders (a) The Annual Meeting of Shareholders of Ogden Corporation was held on May 23, 1996. (b) Not Required (c) (i) Proposal 1: Election of six directors for a three year term: Number of votes for Withheld Ralph E. Ablon 42,419,736 1,201,896 Terry Allen Kramer 42,431,211 1,190,421 Maria P. Monet 39,574,814 4,046,818 Jesus Sainz 42,470,102 1,151,530 Frederick Seitz 42,460,890 1,160,742 Helmut Volcker 42,185,675 1,435,957 (ii) Proposal 2: Ratification of the selection of Deloitte & Touche LLP as independent public accounts of the corporation and its subsidiaries for the year 1996: For Against Abstain Broker Non-Vote 43,113,686 329,005 178,941 - 0 - (iii) 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 17,789,345 18,422,337 879,041 6,530,909 (iv) Proposal 4: Stockholder proposal requesting the Board of Directors to adopt a policy against entering into compensation awards to officers and directors which are contingent on a change in control unless such award is submitted to a vote of shareholders: For Against Abstain Broker Non-Vote 14,993,797 20,416,836 1,680,090 6,530,909 (v) Proposal 5: Stockholder proposal requesting the Board of Directors take steps necessary to require all non-employee directors receive a minimum of 50% of their total compensation in the form of Ogden stock which cannot be sold for three years: For Against Abstain Broker Non-Vote 5,967,252 30,312,556 810,915 6,530,909 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.* 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.* - ---------- * Incorporated by reference as set forth in the Exhibit Index of this Form 10-Q. 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.* (i) Amendment to Credit Agreement, dated as of November 16, 1995.* 10.2 Rights Agreement between Ogden Corporation and Manufacturers Hanover Trust Company, dated as of September 20, 1990.* 10.3 Executive Compensation Plans and Agreements. (a) Ogden Corporation 1986 Stock Option Plan.* (b) Ogden Corporation 1990 Stock Option Plan.* (i) Ogden Corporation 1990 Stock Option Plan as Amended and Restated as of January 19, 1994.* (c) Ogden Services Corporation Executive Pension Plan.* (d) Ogden Services Corporation Select Savings Plan.* (i) Ogden Services Corporation Select Savings Plan Amendment and Restatement as of January 1, 1995.* (e) Ogden Services Corporation Select Savings Plan Trust.* (i) Ogden Services Corporation Select Savings Plan Trust Amendment and Restatement as of January 1, 1995.* (f) Ogden Services Corporation Executive Pension Plan Trust.* (g) Changes effected to the Ogden Profit Sharing Plan effective January 1, 1990.* (h) Employment Letter Agreement between Ogden and an executive officer dated January 30, 1990.* - ---------- * Incorporated by reference as set forth in the Exhibit Index of this Form 10-Q. (i) Employment Agreement between R. Richard Ablon and Ogden dated as of May 24, 1990.* (i) Letter Amendment to Employment Agreement between Ogden Corporation and R. Richard Ablon, dated as of October 11, 1991.* (j) Employment Agreement between Ogden and C.G. Caras dated as of July 2, 1990.* (i) Letter Amendment to Employment Agreement between Ogden Corporation and C.G. Caras, dated as of October 11, 1990.* (k) Employment Agreement between Ogden and Philip G. Husby, dated as of July 2, 1990.* (l) Termination Letter Agreement between Maria P. Monet and Ogden dated as of October 22, 1990.* (m) Letter Agreement between Ogden Corporation and Ogden's Chairman of the Board, dated as of January 16, 1992.* (n) Employment Agreement between Ogden Corporation and Ogden's Chief Accounting Officer dated as of December 18, 1991.* (o) Employment Agreement between Scott G. Mackin and Ogden Projects, Inc. dated as of January 1, 1994.* (p) Ogden Corporation Profit Sharing Plan.* (i) Ogden Profit Sharing Plan as amended and restated January 1, 1991 and as in effect through January 1, 1993.* (ii) Ogden Profit Sharing Plan as amended and restated effective as of January 1, 1995.* (q) Ogden Corporation Core Executive Benefit Program.* - ---------- * Incorporated by reference as set forth in the Exhibit Index of this Form 10-Q. (r) Ogden Projects Pension Plan.* (s) Ogden Projects Profit Sharing Plan.* (t) Ogden Projects Supplemental Pension and Profit Sharing Plans.* (u) Ogden Projects Employees' Stock Option Plan.* (i) Amendment dated as of December 29, 1994, to the Ogden Projects Employees' Stock Option Plan.* (v) Ogden Projects Core Executive Benefit Program.* (w) Ogden Corporation CEO Formula Bonus Plan.* (x) Form of amendments to the Ogden Projects, Inc. Pension Plan and Profit Sharing Plans effective as of January 1, 1994.* (i) Form of amended Ogden Projects Profit Sharing Plan effective as of January 1, 1994 and incorporated herein by reference.* (ii) Form of amended Ogden Projects Pension Plan, effective as of January 1, 1994 and incorporated herein by reference.* 10.4 First Amended and Restated Ogden Corporation Guaranty Agreement made as of January 30, 1992 by Ogden Corporation for the benefit of Mission Funding Zeta and Pitney Bowes Credit Corporation.* 10.5 Ogden Corporation Guaranty Agreement made as of January 30, 1992 by Ogden Corporation for the benefit of Allstate Insurance Company and Ogden Martin Systems of Huntington Resource Recovery Nine Corp.* 11 Detail of Computation of Earnings applicable to Common Stock. 27 Financial Data Schedule (EDGAR Filing Only). - ---------- * Incorporated by reference as set forth in the Exhibit Index of this Form 10-Q. (b) Reports on Form 8-K There were no Form 8-K Current Reports filed during the Second Quarter of 1996. 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. 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. (i) Amendment to Credit Filed as Exhibit 10.1(i) to Agreement, dated as of Ogden's Form 10-K for the November 16, 1995. fiscal year ended December 31, 1995 and incorporated herein by reference. 10.2 Rights Agreement between Ogden Filed as Exhibit (10)(h) to Corporation and Manufacturers Ogden's Form 10-K for the Hanover Trust Company, dated as fiscal year ended December 31, of September 20, 1990. 1990 and incorporated herein by reference. 10.3 Executive Compensation Plans and Agreements. (a) Ogden Corporation 1986 Filed as Exhibit (10)(k) to Stock Option Plan. Ogden's Form 10-K for the fiscal year ended December 31, 1985 and incorporated herein by reference. (b) Ogden Corporation 1990 Filed as Exhibit (10)(j) to Stock Option Plan. Ogden's Form 10-K for the fiscal year ended December 31, 1990 and incorporated herein by reference. (i) Ogden Corporation 1990 Filed as Exhibit 10.6(b)(i) to Stock Option Plan as Ogden's Form 10-Q for the Amended and Restated as of quarterly period ended January 19, 1994. September 30, 1994 and incorporated herein by reference. EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION - ------- ----------------------- ------------------ (c) Ogden Services Corporation Filed as Exhibit (10)(k) to Executive Pension Plan. Ogden's Form 10-K for the fiscal year ended December 31, 1990 and incorporated herein by reference. (d) Ogden Services Corporation Filed as Exhibit (10)(l) to Select Savings Plan. Ogden's Form 10-K for the fiscal year ended December 31, 1990 and incorporated herein by reference. (i) Ogden Services Corporation Filed as Exhibit 10.7(d)(i) to Select Savings Plan Ogden's Form 10-K for the Amendment and Restatement fiscal year ended December 31, as of January 1, 1995. 1994 and incorporated herein by reference. (e) Ogden Services Corporation Filed as Exhibit (10)(m) to Select Savings Plan Trust. Ogden's Form 10-K for the fiscal year ended December 31, 1990 and incorporated herein by reference. (i) Ogden Services Corporation Filed as Exhibit 10.7(e)(i) to Select Savings Plan Trust Ogden's Form 10-K for the fiscal Amendment and Restatement fiscal year ended December 31, as of January 1, 1995. 1994 and incorporated herein by reference. (f) Ogden Services Corporation Filed as Exhibit (10)(n) to Executive Pension Plan Trust. Ogden's Form 10-K for the fiscal year ended December 31, 1990 and incorporated herein by reference. (g) Changes effected to the Ogden Filed as Exhibit (10)(o) to Profit Sharing Plan effective Ogden's Form 10-K for the January 1, 1990. fiscal year ended December 31, 1990 and incorporated herein by reference. (h) Employment Letter Agreement Filed as Exhibit (10)(p) to between Ogden and an executive Ogden's Form 10-K for the officer dated January 30, 1990. fiscal year ended December 31, 1990 and incorporated herein by reference. (i) Employment Agreement between Filed as Exhibit (10)(r) to R. Richard Ablon and Ogden Ogden's Form 10-K for the dated as of May 24, 1990. fiscal year ended December 31, 1990 and incorporated herein by reference. (i) Letter Amendment to Filed as Exhibit (10)(r)(i) Employment Agreement to Ogden's Form 10-K for the between Ogden Corporation fiscal year ended December 31, and R. Richard Ablon, dated 1990 and incorporated herein as of October 11, 1990. by reference. EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION - ------- ----------------------- ------------------ (j) Employment Agreement between Filed as Exhibit (10)(s) to Ogden and C. G. Caras dated Ogden's Form 10-K for the as of July 2, 1990. fiscal year ended December 31, 1990 and incorporated herein by reference. (i) Letter Amendment to Filed as Exhibit (10)(s)(i) Employment Agreement to Ogden's Form 10-K for the between Ogden Corporation fiscal year ended December 31, and C. G. Caras, dated as 1990 and incorporated herein of October 11, 1990. by reference. (k) Employment Agreement between Filed as Exhibit (10)(t) to Ogden and Philip G. Husby, Ogden's Form 10-K for the dated as of July 2, 1990. fiscal year ended December 31, 1990 and incorporated herein by reference. (l) Termination Letter Agreement Filed as Exhibit (10)(v) to between Maria P. Monet and Ogden Ogden's Form 10-K for the dated as of October 22, 1990. fiscal year ended December 31, 1990 and incorporated herein by reference. (m) Letter Agreement between Ogden Filed as Exhibit 10.2 (p) to Corporation and Ogden's Chairman Ogden's Form 10-K for fiscal of the Board, dated as of year ended December 31, 1991 January 16, 1992. and incorporated herein by reference. (n) Employment Agreement between Filed as Exhibit 10.2 (q) to Ogden Corporation and Ogden's Ogden's Form 10-K for fiscal Chief Accounting Officer dated year ended December 31, 1991 as of December 18, 1991. and incorporated herein by reference. (o) Employment Agreement between Filed as Exhibit 10.8(o) to Scott G. Mackin and Ogden Ogden's Form 10-K for fiscal Projects, Inc. dated as of year ended December 31, 1993 January 1, 1994. and incorporated herein by reference. (p) Ogden Corporation Profit Sharing Filed as Exhibit 10.8(p) to Plan. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (i) Ogden Profit Sharing Plan Filed as Exhibit 10.8(p)(i) to as amended and restated Ogden's Form 10-K for fiscal January 1, 1991 and as in year ended December 31, 1993 effect through January 1, and incorporated herein by 1993. reference. EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION - ------- ----------------------- ------------------ (ii) Ogden Profit Sharing Plan Filed as Exhibit 10.7(p)(ii) to as amended and restated Ogden's Form 10-K for fiscal effective as of January 1, year ended December 31, 1994 and 1995. incorporated herein by reference. (q) Ogden Corporation Core Executive Filed as Exhibit 10.8(q) to Benefit Program. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (r) Ogden Projects Pension Plan. Filed as Exhibit 10.8(r) to Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (s) Ogden Projects Profit Sharing Filed as Exhibit 10.8(s) to Plan. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (t) Ogden Projects Supplemental Filed as Exhibit 10.8(t) to Pension and Profit Sharing Plans. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (u) Ogden Projects Employees' Stock Filed as Exhibit 10.8(u) to Option Plan. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (i) Amendment dated as of Filed as Exhibit 10.7(u)(i) December 29, 1994, to the to Ogden's Form 10-K for fiscal Ogden Projects Employees' year ended December 31, 1994 Stock Option Plan. and incorporated herein by reference. (v) Ogden Projects Core Executive Filed as Exhibit 10.8(v) to Benefit Program. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (w) Ogden Corporation CEO Formula Filed as Exhibit 10.6(w) to Bonus Plan. Ogden's Form 10-Q for quarterly period ended September 30, 1994 and incorporated herein by reference. EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION - ------- ----------------------- ------------------ (x) Form of amendments to the Ogden Filed as Exhibit 10.8(w) to Projects, Inc. Pension Plan and Ogden's Form 10-K for fiscal Profit Sharing Plans effective as year ended December 31, 1993 of January 1, 1994. and incorporated herein by reference. (i) Form of amended Ogden Filed as Exhibit 10.7(w)(i) to Projects Profit Sharing Ogden's Form 10-K for fiscal Plan effective as of year ended December 31, 1994 January 1, 1994 and and incorporated herein by incorporated herein by reference. reference. (ii) Form of amended Ogden Filed as Exhibit 10.7(w)(ii) to Projects Pension Plan, Ogden's Form 10-K for fiscal effective as of January 1, year ended December 31, 1994 1994 and incorporated and incorporated herein by herein by reference. reference. 10.4 First Amended and Restated Filed as Exhibit 10.3 (b) (i) Ogden Corporation Guaranty to Ogden's Form 10-K for Agreement made as of January 30, fiscal year ended December 31, 1992 by Ogden Corporation for 1991 and incorporated herein the benefit of Mission Funding by reference. Zeta and Pitney Bowes Credit Corporation. 10.5 Ogden Corporation Guaranty Filed as Exhibit 10.3 (b) (iii) Agreement made as of January to Ogden's Form 10-K for 30, 1992 by Ogden Corporation fiscal year ended December 31, for the benefit of Allstate 1991 and incorporated herein Insurance Company and Ogden by reference. Martin Systems of Huntington Resource Recovery Nine Corp. 11 Ogden Corporation and Transmitted herewith as Subsidiaries Detail of Exhibit 11. Computation of Earnings Applicable to Common Stock. 27 Financial Data Schedule. Transmitted herewith as Exhibit 27. SIGNATURES Pursuant to the requirements of the Securities 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 14, 1996 By:/S/ Philip G. Husby ------------------- Philip G. Husby Senior Vice President and Chief Financial Officer Date: August 14, 1996 By:/S/ Robert M. DiGia ------------------- Robert M. DiGia Vice President, Controller and Chief Accounting Officer EX-11 2 COMPUTATION OF EARNINGS 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, -------------------- -------------------- 1996 1995 1996 1995 -------- -------- -------- -------- (In Thousands) NUMBER OF SHARES USED FOR COMPUTATION OF EARNINGS PER SHARE: Average number of common shares 49,610 49,334 49,674 49,355 ======== ======== ======== ======== NUMBER OF SHARES USED FOR COMPUTATION OF EARNINGS PER SHARE ASSUMING FULL DILUTION: Average number of common shares 49,610 43,334 49,674 49,355 Shares issuable for conversion of preferred stock 292 312 290 308 -------- -------- -------- -------- Number of shares used for computation 49,902 49,646 49,964 49,663 ======== ======== ======== ======== COMPUTATION OF EARNINGS APPLICABLE TO COMMON SHARES: Net income $ 26,176 $ 22,172 $ 16,888 $ 10,080 Less: dividends on Ogden preferred stock (81) (87) (40) (43) -------- -------- -------- -------- Consolidated income applicable to Ogden common stock $ 26,095 $ 22,085 $ 16,848 $ 10,037 ======== ======== ======== ======== COMPUTATION OF EARNINGS APPLICABLE TO COMMON SHARES- ASSUMING FULL DILUTION: Net income $ 26,176 $ 22,172 $ 16,888 $ 10,080 ======== ======== ======== ========
Note: Earnings per common share was computed by dividing net income, increased (decreased) for adjustments arising from minority interest in consolidated subsidiaries, reduced by preferred stock dividend requirements, by the weighted average of the number of shares of common stock and common stock equivalents, where dilutive, outstanding during each period. Earnings per common share, assuming full dilution, were computed on the assumption that all convertible debentures, convertible preferred stock, and stock options converted or exercised during each period, or outstanding at the end of each period were converted at the beginning of each period or at the date of issuance or grant, if dilutive. This computation provides for the elimination of related convertible debenture interest and preferred dividends. EX-27 3 ART. 5 FDS FOR YEAR 1996 10-Q
5 1,000 6-MOS DEC-31-1996 JAN-01-1996 JUN-30-1996 124,141 2,691 570,498 39,397 56,702 892,413 2,365,311 523,021 3,607,966 533,322 2,014,768 0 48 24,848 519,051 3,607,966 299,738 1,066,771 266,971 677,525 0 6,572 15,099 43,887 18,433 26,176 0 0 0 26,176 0.53 0.52
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