-----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, QPKJWnWOvK2cImE9lUf1jLMxkwPXipCCbcoMdsFQFwVJSuAiyed9uGh5rT5dM4xi egn7VgGCMGuAkfVJ8mdduA== 0000950112-96-001496.txt : 19960517 0000950112-96-001496.hdr.sgml : 19960517 ACCESSION NUMBER: 0000950112-96-001496 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960515 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: 96565487 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 OGDEN CORPORATION FORM 10-Q --------- SECURITIES AND EXCHANGE COMMISSION ---------------------------------- Washington, D.C. 20549 ----------------------- (Mark One) - ---------- [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - ---------------------------------------------------------------------- EXCHANGE ACT OF 1934 -------------------- For the quarterly period ended March 31, 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 offices) (Zip Code) (212)-868-6100 ------------------------------------------------- (Registrant's telephone number including area code) Not Applicable ------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------- ------- APPLICABLE ONLY TO CORPORATE ISSUERS: The number of shares outstanding of each of the issuer's classes of common stock, as of March 31, 1996; 49,630,789 shares of Common Stock, $.50 par value per share. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, ---------------------------- 1996 1995 ------------- ------------ (In Thousands of Dollars, Except per Share Data) Service revenues $381,856 $374,991 Net sales 138,655 103,438 Construction revenue 161 23,979 -------- -------- Total revenues 520,672 502,408 -------- -------- Operating costs and expenses 315,701 304,433 Costs of goods sold 122,311 93,031 Construction costs 138 19,294 Selling, administrative and general expenses 34,405 36,585 Debt service charges 28,305 26,148 -------- -------- Total costs and expenses 500,860 479,491 -------- -------- Consolidated operating income 19,812 22,917 Equity in net income of investees and joint ventures (137) 2,178 Interest income 3,029 3,914 Interest expense (7,521) (7,221) Other income (deductions)-net 16 (372) -------- -------- Income before income taxes and minority interests 15,199 21,416 Less: income taxes 6,384 9,511 minority interests (473) (187) -------- -------- Net income $ 9,288 $ 12,092 ======== ======== EARNINGS PER COMMON SHARE $ .19 $ .24 ======== ======== OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS MARCH 31, DECEMBER 31, 1996 1995 ------------ ------------ (In Thousands of Dollars) ASSETS - ------ Current Assets: Cash and cash equivalents $ 96,766 $ 96,782 Marketable securities available for sale 513 13,939 Restricted funds held in trust 100,290 95,238 Receivables (less allowances: 1996, $36,025 and 1995, $37,039) 589,550 597,644 Deferred income taxes 32,045 31,979 Other 98,161 90,784 ---------- ---------- Total current assets 917,325 926,366 Property, plant and equipment-net 1,860,431 1,879,179 Restricted funds held in trust 211,869 218,551 Unbilled service and other receivables 208,235 191,753 Unamortized contract acquisition costs 151,197 148,342 Goodwill and other intangible assets 84,362 87,596 Other assets 196,186 200,884 ---------- ---------- Total Assets $3,629,605 $3,652,671 ---------- ---------- ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY - ------------------------------------ Liabilities: Current liabilities: Current portion of long-term debt $ 4,037 $ 4,680 Current portion of project debt 56,141 55,774 Dividends payable 15,510 15,294 Accounts payable 104,620 114,648 Accrued expenses, etc. 296,499 291,421 Deferred income 27,408 28,702 ---------- ---------- Total current liabilities 504,215 510,519 Long-term debt 367,714 344,333 Project debt 1,535,778 1,551,203 Deferred income taxes 313,515 310,400 Other liabilities 208,536 230,558 Minority interests 9,756 10,030 Convertible subordinated debentures 148,650 148,650 ---------- ---------- Total liabilities 3,088,164 3,105,693 ---------- ---------- Shareholders' Equity: Serial cumulative convertible preferred stock, par value $1.00 per share; authorized 4,000,000 shares; shares outstanding: 48,953 in 1996 and 49,469 in 1995, net of treasury shares of 29,820 in 1996 and 1995, respectively 49 50 Common stock, par value $.50 per share; authorized, 80,000,000 shares; shares out- standing: 49,630,789 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 24,815 24,734 Capital surplus 199,799 197,921 Earned surplus 321,786 328,047 Cumulative translation adjustment-net (3,954) (2,657) Pension liability adjustment (760) (760) Net unrealized loss on securities available for sale (294) (357) ---------- ---------- Total Shareholders' Equity 541,441 546,978 ---------- ---------- Total Liabilities and Shareholders' Equity $3,629,605 $3,652,671 ========== ========== OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Three Months Ended Year Ended March 31, 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 (516) (1) (4,034) (4) Total 78,773 79 79,289 80 Treasury shares (29,820) (30) (29,820) (30) Balance at end of period (aggregate involuntary liquidation value - 1996 $986,400) 48,953 49 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 70,936 35 10,735 6 Shares used for pooling of interest 526,869 264 Conversion of preferred shares 3,072 1 24,085 12 Total 53,276,912 26,638 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 49,630,789 24,815 49,467,781 24,734 Capital Surplus: Balance at beginning of period 197,921 194,496 Exercise of stock options, less common stock utilized 1,878 2,620 Arising from pooling of interests 813 Conversion of preferred shares (8) Balance at end of period 199,799 197,921 Earned Surplus: Balance at beginning of period 328,047 381,864 Net income 9,288 7,444 Total 337,335 389,308 Preferred dividends-per share 1996, $.8376, 1995, $3.35 41 171 Common dividends-per share 1996, $.3125, 1995, $1.25 15,508 61,090 Total Dividends 15,549 61,261 Balance at end of period 321,786 328,047 Cumulative Translation Adjustment-Net (3,954) (2,657) Pension Liability Adjustment (760) (760) Net Unrealized Loss on Securities Available For Sale (294) (357) TOTAL SHAREHOLDERS' EQUITY $ 541,441 $546,978 ---------- -------- ========== ========
OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS FOR THE THREE MONTHS ENDED MARCH 31, -------------------------- 1996 1995 -------------------------- (In Thousands of Dollars) CASH FLOWS FROM OPERATING ACTIVITIES: Cash generated from operations $ 40,160 $ 36,135 Management of Operating Assets and Liabilities: Decrease (Increase) in Assets: Receivables 6,547 (1,079) Other assets (12,652) (16,732) Increase (Decrease) in Liabilities: Accounts payable (10,681) (3,531) Accrued expenses 7,290 1,521 Other liabilities (19,475) (17,629) --------- --------- Net cash provided by (used in) operating activities 11,189 (1,315) --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Entities purchased, net of cash acquired (7,259) (14,149) Proceeds from sale of marketable securities available for sale 13,158 37,032 Proceeds from sale of business 8,500 Proceeds from sale of property, plant and equipment 1,084 507 Investments in waste-to-energy facilities (5,372) (11,447) Other capital expenditures (8,208) (15,535) Increase in other receivables (6,742) (5,190) Other (3,297) (5,318) --------- --------- Net cash used in investing activities (8,136) (14,100) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: New debt 25,207 31,591 Decrease in funds held in trust 2,551 4,153 Payment of debt (17,539) (13,358) Dividends paid (15,333) (13,636) Other 2,045 (42) --------- --------- Net cash provided by (used in) financing activities (3,069) 8,708 --------- --------- NET DECREASE IN CASH AND CASH EQUIVALENTS (16) (6,707) CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 96,782 117,359 --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 96,766 $ 110,652 ========= ========= OGDEN CORPORATION AND SUBSIDIARIES MARCH 31, 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 its restructuring plan, Ogden sold in the first quarter of 1996 the laboratory business (ATI) of Ogden Environmental and Energy Services (OEES) and W. J. Schafer. The Professional Services group was sold in April 1996. In addition, the environmental business of OEES was transferred to Ogden Projects, Inc. as of January 1, 1996. The accompanying financial statements have been reclassified as to certain amounts to conform with the 1996 presentation. ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS: Operations: Revenues for the first three months of 1996 were $18,300,000 higher than the comparable period of 1995, primarily reflecting increased revenues of $25,100,000 in Entertainment Services primarily due to new contracts at the General Motors Place, the Target Center and the Corel Centre, as well as increased customer activity including the start-up of operations in the United Kingdom; $15,700,000 in Technology Services primarily due to Atlantic Design reflecting the start-up of operations in Ireland and Mexico; $6,900,000 in Waste-to-Energy Services primarily reflecting operations of the Montgomery County and Onondaga County facilities which commenced operations in August and March 1995, respectively. These increases were partially offset by reduced revenues of $23,800,000 in construction services primarily reflecting the completion of the Montgomery County Facility in August 1995 and no other new facility construction during the period; and $7,100,000 in Ogden Environmental Services primarily due to the sale of its Laboratory Services business in the first quarter of 1996. Consolidated Operating income for the first three months of 1996 was $3,100,000 lower than the comparable period of 1995, primarily due to reduced income of $4,700,000 in construction activities resulting from the completion of the Montgomery County facility in August 1995 and reduced activity at the Detroit facility and $1,400,000 in Aviation Services, primarily reflecting reduced ground services operations. These decreases were partially offset by increased earnings of $2,700,000 in Entertainment Services, primarily due to new contracts and increased customer activity; $1,700,000 in Waste-to-Energy Services (service revenues less operating costs and debt service charges) primarily due to the full commercial operations of the Montgomery County and Onondaga County facilities. Debt service charges for the first three months of 1996 were $2,200,000 higher than the comparable period of 1995 due primarily to debt service costs on the Onondaga facility which commenced commercial operations in March 1995. 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 resulted in additional debt service of $250,000 in the first quarter of 1996 and lower debt service of $15,000 in the comparable period of 1995. Interest income for the first quarter of 1996 was $900,000 lower than the comparable period of 1995, principally reflecting the sale of marketable securities during late 1995. Interest expense was $300,000 higher chiefly associated with increased borrowings and a net increase of $230,000 in interest costs on two interest rate swap agreements covering notional amounts of $100,000,000 and $7,500,000, 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 30, 2000 and was entered into in December 1995 in order to convert Ogden's $7,500,000 variable rate debt to a fixed rate. During the first three months of 1996, Ogden received $30,000 on these swap agreements, while in the first quarter of 1995 Ogden paid $200,000 on the $100,000,000 swap agreement. Equity in net income of investees and joint ventures for the first three months of 1996 was $2,300,000 lower than the comparable period of 1995 primarily reflecting lower earnings of $1,600,000 in Independent Power Joint Venture operations due to reduced prices and power sales; and $700,000 in the Services Segment primarily due to the start up of Entertainment Services Joint Venture operations in Argentina and seasonal losses at other new venues. The effective income tax rate for the three months ended March 31, 1996 was 42% compared with 44% for the comparable period of 1995. This 2% decrease in the tax rate is due primarily to reduced overall foreign tax rates reflecting lower non-deductible foreign losses and the use of foreign tax loss carryforwards. Capital Investments and Commitments: During the first three months of 1996, capital investments amounted to $13,600,000, of which $5,400,000, inclusive of restricted funds transferred from funds held in trust, was for Projects' waste-to-energy operations and $8,200,000 was for normal replacement and growth in Services' and Projects' operations. At March 31, 1996, capital commitments amounted to $53,900,000 for normal replacement, modernization, and growth in Services' ($40,000,000) and Projects' ($13,900,000) 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 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 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 March 31, 1996, the Corporation has guaranteed indebtedness of $12,600,000 of an affiliate and principal tenant of this customer. The Corporation increased this guaranty to $16,100,000 in April 1996. 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 $27,700,000. 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, primarily due to a $7,600,000 decrease in accounts receivable primarily reflecting the sale of the ATI laboratories and W. J. Schafer in the first quarter, increased cash flows generated from operations of $4,000,000 and a $3,400,0000 increase in retainage payable; offset in part by a $4,700,000 increase in inventory and a decrease in other liabilities. Net cash used in investing activities was $6,000,000 lower primarily reflecting $8,500,000 proceeds from the sale of business; $6,900,000 lower costs of acquisitions; $13,400,000 in reduced investments in Waste-to- Energy facilities and other capital expenditures; partially offset by reduced proceeds from the sale of marketable securities of $23,900,000. Net cash used in financing activities increased $11,800,000 primarily due to lower borrowings of $6,400,000 and $4,200,000 increased debt payments. Exclusive of changes in waste-to-energy facility construction activities, the Corporation's various types of contracts are not expected to have a material affect 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 noncore businesses; and the Corporation's unused credit facilities to the extent needed. At March 31, 1996, the Corporation had $97,279,000 in cash, cash equivalents, and marketable securities and unused revolving credit lines of $148,200,000. Three Months Ended March 31, Information Concerning Business Segments 1996 1995 - ---------------------------------------------------------------------------- (In Thousands of Dollars) Revenues: Services: Aviation Services $ 108,316 $ 112,826 Entertainment Services 76,537 51,483 Technology Services 74,780 59,062 Facility Management Services 95,182 89,357 Other Services 2,105 1,976 --------- --------- Total Services 356,920 314,704 --------- --------- Projects: Waste-To-Energy 123,309 116,432 Independent Power 13,495 13,453 Environmental Services 26,362 33,497 Water and Wastewater 425 343 Construction Activities 161 23,979 --------- --------- Total Projects 163,752 187,704 --------- --------- Total Revenues $ 520,672 $ 502,408 ========= ========= Income From Operations: Services $ 13,038 $ 11,652 Projects 9,136 13,872 --------- --------- Total Income from Operations 22,174 25,524 Equity in net income of investees and joint ventures: Services 133 832 Projects (270) 1,346 --------- --------- Total 22,037 27,702 Corporate unallocated expenses-net (2,346) (2,979) Corporate interest-net (4,492) (3,307) --------- --------- Income Before Income Taxes and Minority Interest $ 15,199 $ 21,416 ========= ========= 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. In February 1996, the Intervening Plaintiffs and Ogden reached an oral agreement to settle their action as well. A definitive settlement agreement is being prepared. (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 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.* 4 Instruments Defining Rights of Security Holders. 4.1 Fiscal Agency Agreement between Ogden and Bankers Trust Company, dated as of June 1, 1987 and Offering Memorandum dated June 12, 1987, relating to U.S. $85 million Ogden 6% Convertible Subordinated Debentures, Due 2002.* 4.2 Fiscal Agency Agreement between Ogden and Bankers Trust Company, dated as of October 15, 1987, and Offering Memorandum, dated October 15, 1987, relating to U.S. $75 million Ogden 5-3/4% Convertible Subordinated Debentures, Due 2002.* 4.3 Indenture dated as of March 1, 1992 from Ogden Corporation to The Bank of New York, Trustee, relating to Ogden's $100 million debt offering.* 10 Material Contracts 10.1 Credit Agreement by and among Ogden, The Bank of New York, as Agent and the signatory Lenders thereto dated as of September 20, 1993.* 10.2 Rights Agreement between Ogden Corporation and Manufacturers Hanover Trust Company, dated as of September 20, 1990.* 10.3 Executive Compensation Plans and Agreements. (a) Ogden Corporation 1986 Stock Option Plan.* (b) Ogden Corporation 1990 Stock Option Plan.* (i) Ogden Corporation 1990 Stock Option Plan as Amended and Restated as of January 19, 1994.* (c) Ogden Services Corporation Executive Pension Plan.* (d) Ogden Services Corporation Select Savings Plan.* (i) Ogden Services Corporation Select Savings Plan Amendment and Restatement as of January 1, 1995.* (e) Ogden Services Corporation Select Savings Plan Trust.* (i) Ogden Services Corporation Select Savings Plan Trust Amendment and Restatement as of January 1, 1995.* (f) Ogden Services Corporation Executive Pension Plan Trust.* (g) Changes effected to the Ogden Profit Sharing Plan effective January 1, 1990.* (h) Employment Letter Agreement between Ogden and an executive officer dated January 30, 1990.* (i) Employment Agreement between R. Richard Ablon and Ogden dated as of May 24, 1990.* (i) Letter Amendment to Employment Agreement between Ogden Corporation and R. Richard Ablon, dated as of October 11, 1991.* (j) Employment Agreement between Ogden and C.G. Caras dated as of July 2, 1990.* (i) Letter Amendment to Employment Agreement between Ogden Corporation and C.G. Caras, dated as of October 11, 1990.* (k) Employment Agreement between Ogden and Philip G. Husby, dated as of July 2, 1990.* (l) Termination Letter Agreement between Maria P. Monet and Ogden dated as of October 22, 1990.* (m) Letter Agreement between Ogden Corporation and Ogden's Chairman of the Board, dated as of January 16, 1992.* (n) Employment Agreement between Ogden Corporation and Ogden's Chief Accounting Officer dated as of December 18, 1991.* (o) Employment Agreement between Scott G. Mackin and Ogden Projects, Inc. dated as of January 1, 1994.* (p) Ogden Corporation Profit Sharing Plan.* (i) Ogden Profit Sharing Plan as amended and restated January 1, 1991 and as in effect through January 1, 1993.* (ii) Ogden Profit Sharing Plan as amended and restated effective as of January 1, 1995.* (q) Ogden Corporation Core Executive Benefit Program.* (r) Ogden Projects Pension Plan.* (s) Ogden Projects Profit Sharing Plan.* (t) Ogden Projects Supplemental Pension and Profit Sharing Plans.* (u) Ogden Projects Employees' Stock Option Plan.* (i) Amendment dated as of December 29, 1994, to the Ogden Projects Employees' Stock Option Plan.* (v) Ogden Projects Core Executive Benefit Program.* (w) Ogden Corporation CEO Formula Bonus Plan.* (x) Form of amendments to the Ogden Projects, Inc. Pension Plan and Profit Sharing Plans effective as of January 1, 1994.* (i) Form of amended Ogden Projects Profit Sharing Plan effective as of January 1, 1994 and incorporated herein by reference.* (ii) Form of amended Ogden Projects Pension Plan, effective as of January 1, 1994 and incorporated herein by reference.* 10.4 First Amended and Restated Ogden Corporation Guaranty Agreement made as of January 30, 1992 by Ogden Corporation for the benefit of Mission Funding Zeta and Pitney Bowes Credit Corporation.* 10.5 Ogden Corporation Guaranty Agreement made as of January 30, 1992 by Ogden Corporation for the benefit of Allstate Insurance Company and Ogden Martin Systems of Huntington Resource Recovery Nine Corp.* 11 Detail of Computation of Earnings applicable to Common Stock. 27 Financial Data Schedule (EDGAR Filing Only). * Incorporated by reference as set forth in the Exhibit Index of this Form 10-Q. (b) Reports on Form 8-K There were no Form 8-K Current Reports filed during the First Quarter of 1996. 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: May 14, 1996 By: /s/ Philip G. Husby ___________________________ Philip G. Husby Senior Vice President and Chief Financial Officer Date: May 14, 1996 By: /s/ Robert M. DiGia ___________________________ Robert M. DiGia Vice President, Controller and Chief Accounting Officer EXHIBIT INDEX EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION ------- ----------------------- ------------------ 2 Plan of Acquisition, Reorganization Arrangement, Liquidation or Succession. 2.1 Agreement and Plan of Merger, Filed as Exhibit 2 to Ogden's dated as of October 31, 1989, Form S-4 Registration Statement among Ogden, ERCI Acquisition File No. 33-32155, and Corporation and ERC International incorporated herein by Inc. reference. 2.2 Agreement and Plan of Merger Filed as Exhibit (10)(x) to among Ogden Corporation, ERC Ogden's Form 10-K for the International Inc., ERC fiscal year ended December 31, Acquisition Corporation and 1990 and incorporated herein ERC Environmental and Energy by reference. Services Co., Inc. dated as of January 17, 1991. 2.3 Amended and Restated Agreement Filed as Exhibit 2 to Ogden's and Plan of Merger among Ogden Form S-4 Registration Statement Corporation, OPI Acquisition File No. 33-56181 and Corporation sub. and Ogden incorporated herein by Projects, Inc. dated as of reference. September 27, 1994. 3 Articles of Incorporation and By-Laws. 3.1 Ogden's Restated Certificate Filed as Exhibit (3)(a) of Incorporation as amended. to Ogden's Form 10-K for the fiscal year ended December 31, 1988 and incorporated herein by reference. 3.2 Ogden's By-Laws, as amended. Filed as Exhibit 3.2 to Ogden's Form 10-Q for the quarterly period ended June 30, 1995 and incorporated herein by reference. 4 Instruments Defining Rights of Security Holders. 4.1 Fiscal Agency Agreement between Filed as Exhibits (C)(3) and Ogden and Bankers Trust Company, (C)(4) to Ogden's Form 8-K dated as of June 1, 1987 and filed with the Securities and Offering Memorandum dated June Exchange Commission on July 7, 12, 1987, relating to U.S. 1987 and incorporated herein $85 million Ogden 6% Convertible by reference. Subordinated Debentures, Due 2002. EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION ------- ----------------------- ------------------ 4.2 Fiscal Agency Agreement between Filed as Exhibit (4) to Ogden's Ogden and Bankers Trust Company, Form S-3 Registration Statement dated as of October 15, 1987, filed with the Securities and and Offering Memorandum, dated Exchange Commission on December October 15, 1987, relating to 4, 1987, Registration No. U.S. $75 million Ogden 5-3/4% 33-18875, and incorporated Convertible Subordinated herein by reference. Debentures, Due 2002. 4.3 Indenture dated as of March 1, Filed as Exhibit (4)(C) to 1992 from Ogden Corporation to Ogden's Form 10-K for fiscal The Bank of New York, Trustee, year ended December 31, 1991, relating to Ogden's $100 million and incorporated herein by debt offering. reference. 10 Material Contracts 10.1 Credit Agreement by and among Filed as Exhibit No. 10.2 to Ogden, The Bank of New York, as Ogden's Form 10-K for fiscal Agent and the signatory Lenders year ended December 31, 1993, thereto dated as of September 20, and incorporated herein by 1993. reference. 10.2 Rights Agreement between Ogden Filed as Exhibit (10)(h) to Corporation and Manufacturers Ogden's Form 10-K for the Hanover Trust Company, dated as fiscal year ended December 31, of September 20, 1990. 1990 and incorporated herein by reference. 10.3 Executive Compensation Plans and Agreements. (a) Ogden Corporation 1986 Filed as Exhibit (10)(k) to Stock Option Plan. Ogden's Form 10-K for the fiscal year ended December 31, 1985 and incorporated herein by reference. (b) Ogden Corporation 1990 Filed as Exhibit (10)(j) to Stock Option Plan. Ogden's Form 10-K for the fiscal year ended December 31, 1990 and incorporated herein by reference. (i) Ogden Corporation 1990 Filed as Exhibit 10.6(b)(i) to Stock Option Plan as Ogden's Form 10-Q for the Amended and Restated as of quarterly period ended January 19, 1994. September 30, 1994 and incorporated herein by reference. EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION ------- ----------------------- ------------------ (c) Ogden Services Corporation Filed as Exhibit (10)(k) to Executive Pension Plan. Ogden's Form 10-K for the fiscal year ended December 31, 1990 and incorporated herein by reference. (d) Ogden Services Corporation Filed as Exhibit (10)(l) to Select Savings Plan. Ogden's Form 10-K for the fiscal year ended December 31, 1990 and incorporated herein by reference. (i) Ogden Services Corporation Filed as Exhibit 10.7(d)(i) to Select Savings Plan Ogden's Form 10-K for the Amendment and Restatement fiscal year ended December 31, as of January 1, 1995. 1994 and incorporated herein by reference. (e) Ogden Services Corporation Filed as Exhibit (10)(m) to Select Savings Plan Trust. Ogden's Form 10-K for the fiscal year ended December 31, 1990 and incorporated herein by reference. (i) Ogden Services Corporation Filed as Exhibit 10.7(e)(i) to Select Savings Plan Trust Ogden's Form 10-K for the fiscal Amendment and Restatement fiscal year ended December 31, as of January 1, 1995. 1994 and incorporated herein by reference. (f) Ogden Services Corporation Filed as Exhibit (10)(n) to Executive Pension Plan Trust. Ogden's Form 10-K for the fiscal year ended December 31, 1990 and incorporated herein by reference. (g) Changes effected to the Ogden Filed as Exhibit (10)(o) to Profit Sharing Plan effective Ogden's Form 10-K for the January 1, 1990. fiscal year ended December 31, 1990 and incorporated herein by reference. (h) Employment Letter Agreement Filed as Exhibit (10)(p) to between Ogden and an executive Ogden's Form 10-K for the officer dated January 30, 1990. fiscal year ended December 31, 1990 and incorporated herein by reference. (i) Employment Agreement between Filed as Exhibit (10)(r) to R. Richard Ablon and Ogden Ogden's Form 10-K for the dated as of May 24, 1990. fiscal year ended December 31, 1990 and incorporated herein by reference. (i) Letter Amendment to Filed as Exhibit (10)(r)(i) Employment Agreement to Ogden's Form 10-K for the between Ogden Corporation fiscal year ended December 31, and R. Richard Ablon, dated 1990 and incorporated herein as of October 11, 1990. by reference. EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION ------- ----------------------- ------------------ (j) Employment Agreement between Filed as Exhibit (10)(s) to Ogden and C. G. Caras dated Ogden's Form 10-K for the as of July 2, 1990. fiscal year ended December 31, 1990 and incorporated herein by reference. (i) Letter Amendment to Filed as Exhibit (10)(s)(i) Employment Agreement to Ogden's Form 10-K for the between Ogden Corporation fiscal year ended December 31, and C. G. Caras, dated as 1990 and incorporated herein of October 11, 1990. by reference. (k) Employment Agreement between Filed as Exhibit (10)(t) to Ogden and Philip G. Husby, Ogden's Form 10-K for the dated as of July 2, 1990. fiscal year ended December 31, 1990 and incorporated herein by reference. (l) Termination Letter Agreement Filed as Exhibit (10)(v) to between Maria P. Monet and Ogden Ogden's Form 10-K for the dated as of October 22, 1990. fiscal year ended December 31, 1990 and incorporated herein by reference. (m) Letter Agreement between Ogden Filed as Exhibit 10.2 (p) to Corporation and Ogden's Chairman Ogden's Form 10-K for fiscal of the Board, dated as of year ended December 31, 1991 January 16, 1992. and incorporated herein by reference. (n) Employment Agreement between Filed as Exhibit 10.2 (q) to Ogden Corporation and Ogden's Ogden's Form 10-K for fiscal Chief Accounting Officer dated year ended December 31, 1991 as of December 18, 1991. and incorporated herein by reference. (o) Employment Agreement between Filed as Exhibit 10.8(o) to Scott G. Mackin and Ogden Ogden's Form 10-K for fiscal Projects, Inc. dated as of year ended December 31, 1993 January 1, 1994. and incorporated herein by reference. (p) Ogden Corporation Profit Sharing Filed as Exhibit 10.8(p) to Plan. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (i) Ogden Profit Sharing Plan Filed as Exhibit 10.8(p)(i) to as amended and restated Ogden's Form 10-K for fiscal January 1, 1991 and as in year ended December 31, 1993 effect through January 1, and incorporated herein by 1993. reference. EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION ------- ----------------------- ------------------ (ii) Ogden Profit Sharing Plan Filed as Exhibit 10.7(p)(ii) to as amended and restated Ogden's Form 10-K for fiscal effective as of January 1, year ended December 31, 1994 and 1995. incorporated herein by reference. (q) Ogden Corporation Core Executive Filed as Exhibit 10.8(q) to Benefit Program. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (r) Ogden Projects Pension Plan. Filed as Exhibit 10.8(r) to Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (s) Ogden Projects Profit Sharing Filed as Exhibit 10.8(s) to Plan. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (t) Ogden Projects Supplemental Filed as Exhibit 10.8(t) to Pension and Profit Sharing Plans. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (u) Ogden Projects Employees' Stock Filed as Exhibit 10.8(u) to Option Plan. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (i) Amendment dated as of Filed as Exhibit 10.7(u)(i) December 29, 1994, to the to Ogden's Form 10-K for fiscal Ogden Projects Employees' year ended December 31, 1994 Stock Option Plan. and incorporated herein by reference. (v) Ogden Projects Core Executive Filed as Exhibit 10.8(v) to Benefit Program. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (w) Ogden Corporation CEO Formula Filed as Exhibit 10.6(w) to Bonus Plan. Ogden's Form 10-Q for quarterly period ended September 30, 1994 and incorporated herein by reference. EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION ------- ----------------------- ------------------ (x) Form of amendments to the Ogden Filed as Exhibit 10.8(w) to Projects, Inc. Pension Plan and Ogden's Form 10-K for fiscal Profit Sharing Plans effective as year ended December 31, 1993 of January 1, 1994. and incorporated herein by reference. (i) Form of amended Ogden Filed as Exhibit 10.7(w)(i) to Projects Profit Sharing Ogden's Form 10-K for fiscal Plan effective as of year ended December 31, 1994 January 1, 1994 and and incorporated herein by incorporated herein by reference. reference. (ii) Form of amended Ogden Filed as Exhibit 10.7(w)(ii) to Projects Pension Plan, Ogden's Form 10-K for fiscal effective as of January 1, year ended December 31, 1994 1994 and incorporated and incorporated herein by herein by reference. reference. 10.4 First Amended and Restated Filed as Exhibit 10.3 (b) (i) Ogden Corporation Guaranty to Ogden's Form 10-K for Agreement made as of January 30, fiscal year ended December 31, 1992 by Ogden Corporation for 1991 and incorporated herein the benefit of Mission Funding by reference. Zeta and Pitney Bowes Credit Corporation. 10.5 Ogden Corporation Guaranty Filed as Exhibit 10.3 (b) (iii) Agreement made as of January to Ogden's Form 10-K for 30, 1992 by Ogden Corporation fiscal year ended December 31, for the benefit of Allstate 1991 and incorporated herein Insurance Company and Ogden by reference. Martin Systems of Huntington Resource Recovery Nine Corp. 11 Ogden Corporation and Transmitted herewith as Subsidiaries Detail of Exhibit 11. Computation of Earnings Applicable to Common Stock. 27 Financial Data Schedule. Transmitted herewith as Exhibit 27. EXHIBIT 11 ---------- OGDEN CORPORATION AND SUBSIDIARIES DETAIL OF COMPUTATION OF EARNINGS APPLICABLE TO COMMON STOCK FOR THE THREE MONTHS ENDED MARCH 31, ---------------------- 1996 1995 ---------- -------- (In Thousands) NUMBER OF SHARES USED FOR COMPUTATION OF EARNINGS PER SHARE: Average number of common shares 49,546 49,314 ======== ========= NUMBER OF SHARES USED FOR COMPUTATION OF EARNINGS PER SHARE ASSUMING FULL DILUTION: Average number of common shares 49,546 49,314 Shares issuable for conversion of preferred stock 295 316 -------- --------- Number of shares used for computation 49,841 49,630 ======== ========= COMPUTATION OF EARNINGS APPLICABLE TO COMMON SHARES: Net income $ 9,288 $ 12,092 Less: dividends on Ogden preferred stock (41) (44) -------- --------- Consolidated income applicable to Ogden common stock $ 9,247 $ 12,048 ======== ========= COMPUTATION OF EARNINGS APPLICABLE TO COMMON SHARES- ASSUMING FULL DILUTION: Consolidated income applicable to Ogden common stock $ 9,288 $ 12,092 ======== ========= Note: Earnings per common share was computed by dividing income, increased (decreased) for adjustments arising from minority interest in consolidated subsidiaries, reduced by preferred stock dividends requirements, by the weighted average of the number of shares of common stock and common stock equivalents, where dilutive, outstanding during each period. Earnings per common share, assuming full dilution, was computed on the assumption that all convertible debentures, convertible preferred stock, and stock options converted or exercised during each period, or outstanding at the end of each period were converted at the beginning of each period or the date of issuance or grant, if dilutive. This computation provides for the elimination of related convertible debenture interest and preferred dividends. EX-27 2
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 THREE MONTHS ENDED MARCH 30, 1996 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH STATEMENTS. 1,000 3-MOS DEC-31-1996 JAN-01-1996 MAR-31-1996 96,766 513 625,575 36,025 42,275 917,325 2,387,459 527,028 3,629,605 504,215 2,052,142 24,815 0 49 516,577 3,629,605 138,655 520,672 122,311 343,399 0 745 7,521 15,199 6,384 9,288 0 0 0 9,288 $0.19 $0.19
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