-----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, SjgqcSBHFeo5Eae/kdtaXwGcI9Y4pbK5UewSRnruRzLTH0bu16Srey1uyM+9UItm kNhaMhWNLPZF+Bok1wGbdw== 0000950112-96-001066.txt : 19960410 0000950112-96-001066.hdr.sgml : 19960410 ACCESSION NUMBER: 0000950112-96-001066 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19960409 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-03122 FILM NUMBER: 96545553 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/A 1 OGDEN CORPORATION FORM 10-Q/A ----------- SECURITIES AND EXCHANGE COMMISSION ---------------------------------- Washington, D.C. 20549 ----------------------- (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to ----------------- ------------------ Commission file number 1-3122 ----------------------------------------------- Ogden Corporation --------------------------- (Exact name of registrant as specified in its charter) Delaware 13-5549268 - ------------------------------- ---------------------------------- (State or other jurisdiction of I.R.S. Employer Identification incorporation or organization) Number) Two Pennsylvania Plaza, New York, New York 10121 ------------------------------------------------- (Address or principal executive office) (Zip Code) (212)-868-6100 ------------------------------------------------- (Registrant's telephone number including area code) Not Applicable ------------------------------------------------- (Former name, former address and former fiscal year, if changed since last report) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No ------- ------- APPLICABLE ONLY TO CORPORATE ISSUERS: The number of shares outstanding of each of the issuer's classes of common stock, as of June 30, 1995; 48,860,434 shares of Common Stock, $.50 par value per share. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME
FOR THE SIX MONTHS FOR THE THREE MONTHS ENDED ENDED JUNE 30, JUNE 30, 1995 1994 1995 1994 ---------- --------- ---------- --------- (In Thousands of Dollars, Except per Share Data) Service revenues $ 762,455 $ 679,159 $386,147 $349,556 Net sales 238,951 215,701 135,724 116,921 Construction revenues 41,355 112,177 17,376 61,241 --------- --------- -------- ------- Total revenues 1,042,761 1,007,037 539,247 527,718 --------- --------- -------- ------- Operating costs and expenses 623,362 528,801 319,884 269,390 Costs of goods sold 216,853 188,846 123,867 103,301 Construction costs 31,251 103,776 11,957 57,359 Selling, administrative and general expenses 70,616 66,019 34,136 34,967 Debt service charges 55,531 50,236 29,383 25,033 -------- --------- -------- ------- Total costs and expenses 997,613 937,678 519,227 490,050 -------- --------- -------- ------- Consolidated operating income 45,148 69,359 20,020 37,668 Interest income 7,342 4,791 3,431 2,410 Interest expense (14,544) (10,834) (7,493) (5,933) Other income (deductions)-net 116 (153) 488 (9) -------- --------- -------- ------- Income before income taxes and minority interests 38,062 63,163 16,446 34,136 Less: income taxes 16,747 25,897 7,236 13,996 minority interests (1,259) 4,298 (1,072) 2,500 -------- --------- -------- ------- Income before cumulative effect of change in accounting principle 22,574 32,968 10,282 17,640 Cumulative effect of change in accounting principle (net of income taxes of $1,100) (1,520) -------- --------- -------- ------- Net income $ 22,574 $ 31,448 $ 10,282 $17,640 ======== ========= ======== ======= EARNINGS (LOSS) PER COMMON SHARE: Income before cumulative effect of change in accounting principle $ .46 $ .75 $ .21 $ .40 Cumulative effect of change in accounting principle (.03) -------- --------- -------- ------- Total $ .46 $ .72 $ .21 $ .40 ======== ========= ======== ======= EARNINGS (LOSS) PER COMMON SHARE-ASSUMING FULL DILUTION: Income before cumulative effect of change in accounting principle $ .46 $ .74 $ .21 $ .40 Cumulative effect of change in accounting principle (.03) -------- -------- -------- ------- Total $ .46 $ .71 $ .21 $ .40 ======== ======== ======== =======
-2- OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS JUNE 30, DECEMBER 31, 1995 1994 ------------- ----------- (In Thousands of Dollars) ASSETS - ------ Current Assets: Cash and cash equivalents $ 110,913 $ 117,359 Marketable securities available for sale 17,224 86,676 Restricted funds held in trust 107,808 104,700 Receivables (less allowances: 1995, $43,132 and 1994, $32,783) 555,448 572,039 Deferred income taxes 26,603 26,451 Other 95,692 88,672 ----------- ----------- Total current assets 913,688 995,897 Property, plant and equipment-net 1,889,273 1,884,774 Restricted funds held in trust 213,680 203,244 Unbilled service and other receivables 180,551 171,441 Unamortized contract acquisition costs 149,272 133,172 Goodwill and other intangible assets 112,364 100,416 Other assets 152,650 155,942 ----------- ----------- Total assets $ 3,611,478 $ 3,644,886 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY - ------------------------------------ Current liabilities: Current portion of long-term debt $ 4,369 $ 3,483 Current portion of project debt 50,917 45,279 Dividends payable 15,267 13,637 Accounts payable 95,167 93,362 Federal income taxes payable 10,141 Accrued expenses 328,863 346,997 ----------- ----------- Total current liabilities 494,583 512,899 Long-term debt 320,816 304,393 Project debt 1,568,869 1,593,988 Deferred income taxes 280,590 281,065 Other liabilities 196,705 196,305 Minority interest 10,374 10,768 Convertible subordinated debentures 148,650 148,650 ----------- ----------- Total liabilities 3,020,587 3,048,068 ----------- ----------- SHAREHOLDERS' EQUITY 590,891 596,818 ----------- ----------- TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 3,611,478 $ 3,644,886 =========== =========== -3- OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY JUNE 30, DECEMBER 31, 1995 1994 --------- ------------ (In Thousands of Dollars) Serial Cumulative Convertible Preferred Stock, par value $1.00 per share; authorized, 4,000,000 shares: shares outstanding: 51,000 in 1995, 54,000 in 1994 $ 51 $ 54 Common Stock, par value $.50 per share; authorized, 80,000,000 shares: shares outstanding: 48,860,000 in 1995, 48,777,000 in 1994 24,430 24,388 Capital Surplus 195,653 194,496 Earned Surplus 373,841 381,864 Cumulative Translation Adjustment-Net (1,264) (1,399) Pension Liability Adjustment (441) (441) Net Unrealized Loss on Securities Available For Sale (1,379) (2,144) --------- --------- TOTAL SHAREHOLDERS' EQUITY $ 590,891 $ 596,818 ========= ========= -4- OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS FOR THE SIX MONTHS ENDED JUNE 30 ------------------------ 1995 1994 ---------- ----------- (In Thousands of Dollars) CASH FLOWS FROM OPERATING ACTIVITIES: Cash generated from operations $ 88,830 $ 103,960 Management of Operating Assets and Liabilities: Decrease (Increase) in Assets: Receivables 10,033 (21,842) Other assets (33,817) (29,035) Increase (Decrease) in Liabilities: Accounts payable (11,302) (3,606) Accrued expenses (12,036) 6,927 Other liabilities (30,031) 30,749 -------- --------- Net cash provided by operating activities 11,677 87,153 -------- --------- CASH FLOWS FROM INVESTING ACTIVITIES: Entities purchased, net of cash acquired (16,934) (4,768) Proceeds from sale of marketable securities available for sale 87,964 21,211 Purchase of marketable securities available for sale (19,107) (31,161) Proceeds from sale of business 12,516 Proceeds from sale of property, plant and equipment 1,537 957 Investments in waste-to-energy facilities (19,139) (45,963) Other capital expenditures (29,337) (20,970) Decrease (increase) in non-current receivables 324 (9,780) Other 163 --------- --------- Net cash provided by (used in) investing activities 5,308 (77,795) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Other new debt 15,431 1,875 Decrease in funds held in trust 1,809 30,383 Payment of debt (14,321) (9,589) Dividends paid (28,967) (27,293) Other 2,617 35 --------- --------- Net cash used by financing activities (23,431) (4,589) --------- --------- NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (6,446) 4,769 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 117,359 109,097 --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 110,913 $ 113,866 ========= ========= -5- ITEM 1 - BASIS OF PRESENTATION: The accompanying unaudited consolidated condensed financial statements have been prepared in accordance with the instructions to Form 10-Q and, therefore, do not include all information and footnotes necessary for a fair presentation of financial position, results of operations, and cash flows in conformity with generally accepted accounting principles. However, in the opinion of Management, all adjustments consisting of normal recurring accruals necessary for a fair presentation of the operating results have been included in the statements. The accompanying financial statements have been reclassified as to certain amounts to conform with the 1995 presentation. OTHER CHARGES Consolidated operating income includes a charge of $17.1 million at a unit of Ogden's Technology Services group, Ogden Communications, Inc. ("OCI"), reflecting the write-off of all related accounts receivables ($10.3 million) and related costs recorded in connection with a telecommunications project at OCI. In addition, Ogden became aware that OCI had entered into an agreement for the sale of inventory that would result in a loss of $3.9 million; accordingly, the $17.1 million charge included a loss on the disposal of inventory ($3.9 million). The charge also included costs related to the curtailment of operations of OCI ($2.9 million), principally lease costs, leasehold improvements, legal fees, and other costs related to discontinuing all of OCI's business. Changes in representations made by management of this unit to Ogden management regarding the collectibility of receivables and disposition of inventory led to a review of the activities of this unit in June 1995. As a result of this review, Ogden concluded that contracts and other documentation did not provide a basis for recovering any of the accounts receivable related to a telecommunications project and that the sale of inventory would not recover its full carrying value. These amounts were charged to sales allowances ($10.3 million) and operating costs ($6.8 million). Transactions related to OCI which were recorded in 1994 and the first quarter of 1995 and which were ultimately not realized are not material. ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS: Operations: Revenues for the first six months of 1995 were $35,700,000 higher than the comparable period of 1994 primarily due to increased revenues of $47,600,000 in Aviation Services, reflecting the acquisition in 1995 of four airline catering kitchens in the Canary and Baleric Islands, an air range and pilot training systems company, and an airline cargo operation in the U.K. in late 1994, as well as the start up of ground service operations in Brazil; $21,000,000 in Technology Services primarily due to increased customer activity and new contracts in the Atlantic -6- Design group; $16,500,000 in Independent Power Services reflecting the acquisition of Second Imperial Geothermal Company (SIGC), a geothermal power plant, in the fourth quarter of 1994; $13,500,000 in Waste-to-Energy Services chiefly associated with the commencement of full commercial operations of the Union County facility which was in start-up operations during the first quarter of 1994, revenues generated at the Lee County and Onondaga facilities, which commenced commercial operations in December 1994 and March 1995, respectively; and $5,600,000 in Facility Management Services reflecting new accounts and increased customer activity. These increases were partially offset by a decrease of $70,800,000 in construction revenues due primarily to completion of the Union County and Lee County facilities in May and December 1994, respectively, and from reduced construction activity at the Montgomery County facility as that project nears completion. Consolidated operating income for the first six months of 1995 was $24,200,000 lower than the comparable period of 1994 primarily due to a charge of $17,100,000 taken by a unit of Technology Services, Ogden Communications, Inc. ("OCI"). This charge includes the write-off of receivables and related costs recorded in connection with a project for the assembly and installation of telecommunications equipment, as well as a reduction in the carrying value of other inventory acquired by this unit. Changes in representations made by management of this unit to Ogden management regarding the collectibility of receivables and disposition of inventory led to a review of the activities of the unit in June 1995. Following this review, Ogden management concluded that contracts and other documentation did not provide a basis for recovering the full value of amounts related to the telecommunications project and that the full value of the other inventory acquired by this unit would not be realized. Activities of this unit have been curtailed and operating and financial management have been relieved of their duties. Additionally, Entertainment Services income was $4,600,000 lower chiefly associated with lower income from the Ottawa Palladium, the late start of the hockey and baseball spring training seasons, and lower attendance at sporting events; Environmental Services income was $2,000,000 lower chiefly associated with reduced activity in the laboratory analysis group; and Waste-to-Energy Services income (service revenues less operating costs and debt service charges) was $3,800,000 lower primarily due to planned turbine outages at the Detroit and Haverhill facilities, and lower margins at the Union County facility which was in a start-up phase in 1994 which produced higher margins, which were partially offset by the full commercial operation of the Lee County and Onondaga facilities. These decreases were partially offset by increased construction income of $1,700,000 on the Montgomery County and the Detroit facilities; and $1,100,000 in the Independent Power group primarily due to the acquisition of SIGC in December 1994. Selling, administrative and general expenses for the six months ended June 30, 1995 were $4,600,000 higher than the comparable period of 1994 chiefly associated with expenses of companies acquired in transactions accounted for as purchases during the period July 1, 1994 through June 30, 1995 and increased overhead costs and marketing efforts related to international markets for -7- both the Projects and Services segments. Debt service charges for the six months ended June 30, 1995 increased $5,300,000 over the comparable period of 1994 reflecting primarily an increase of $3,000,000 due to the Onondaga facility being in full commercial operation during 1995 and $2,300,000 reflecting the project debt assumed as part of the SIGC acquisition. Two interest rate swap agreements entered into as hedges against interest rate exposure on two series of adjustable rate project debt resulted in lower debt service charges of $165,000 in the first six months of 1995 and additional debt service charges of $1,000,000 in the comparable period of 1994. Interest income for the first six months of 1995 was $2,600,000 higher than the comparable period of 1994 primarily reflecting interest earned on loans made in the second half of 1994. Interest expense for the first six months of 1995 was $3,700,000 higher than the comparable period of 1994, chiefly associated with higher interest rates on variable rate debt, higher borrowings, and a net reduction of $1,400,000 in income received on two interest rate swap agreements covering notional amounts of $100,000,000 each. One swap agreement expired in March 1994. The other swap agreement expires on December 16, 1998. These swap agreements were entered into in order to convert Ogden's fixed rate $100,000,000 9.25% debentures into variable rate debt. During the first six months of 1995, Ogden paid $400,000 on the remaining swap while in the first six months of 1994 Ogden received $1,000,000 on the two swaps. The effective income tax rate for the six months ended June 30, 1995 was 44% compared to a 41% rate for the comparable period of 1994. This increase of 3% in the tax rate is due primarily to reduced investment tax credits, higher foreign tax rates and certain non-deductible foreign losses. Net cash flow provided by operating activities for the first six months of 1995 was $75,500,000 lower than the comparable period of 1994 primarily due to a net reduction in liabilities of $37,000,000 in connection with decreased Waste-to-Energy construction activities; $18,000,000 for payments of Federal alternative minimum taxes; $9,600,000 for the after tax charge in connection with OCI, discussed above, and $12,000,000 in deferred costs relating to overseas projects being developed. Revenues for the three months ended June 30, 1995 were $11,500,000 higher than the comparable period of 1994, primarily reflecting increased revenues of $26,100,000 in Aviation Services chiefly associated with the operations of companies acquired in late 1994 and the early part of 1995 as well as the start-up of operations in Brazil and increased activity in European operations; $5,900,000 in Technology Services primarily associated with increased activity in the Atlantic Design and Systems Engineering groups; $8,400,000 in Independent Power Services primarily due to the acquisition of SIGC in the fourth quarter of 1994; $6,200,000 in Waste-to-Energy Services primarily reflecting revenues generated at the Lee County and Onondaga facilities, which commenced commercial operations in December 1994 and March 1995, respectively; $5,100,000 in Entertainment Services primarily reflecting new contracts at Wrigley -8- Field and the Target Center partially offset by reduced customer activity at other sports venues; $4,300,000 in Facility Management Services primarily due to new contracts and increased customer activity. These increases were partially offset by a decrease of $43,900,000 in construction revenues due primarily to the Lee County facility being completed in December 1994 and from reduced activity at the Montgomery County facility as that project nears completion. Consolidated operating income for three months ended June 30, 1995 was $17,600,000 lower than the comparable period of 1994 primarily due to a charge of $17,100,000 taken by OCI, discussed above; $2,900,000 in Waste-to- Energy Services income (service revenues less operating costs and debt service charges) primarily due to lower margins at the Union County facility which was in a start-up phase in 1994 producing higher margins, and reduced margins at the Hartford facility reflecting contract renegotiations; and $1,900,000 in Entertainment Services due primarily to lower income at the Ottawa Palladium, and lower attendance at sporting events. These decreases were partially offset by increased construction income of $1,500,000 on the Montgomery County and the Detroit facilities; $1,500,000 in Aviation Services income primarily due to increased ground services activity in both the United States and Europe, and $1,100,000 in Technology Services income chiefly associated with increased activity at Atlantic Design and the Systems Engineering group. Debt service charges increased $3,200,000 in the second quarter of 1995 as compared to the same period in 1994 reflecting an increase of $2,100,000 due primarily to the Onondaga facility being in full commercial operations during 1995 and $1,100,000 reflecting the project debt assumed as part of the SIGC acquisition. Two interest rate swap agreements entered into as hedges against interest rate exposure on two series of adjustable rate project debt resulted in lower debt service charges of $150,000 in the second quarter of 1995 and additional debt service charges of $400,000 in the second quarter of 1994. Interest income for the three months ended June 30, 1995 was $1,000,000 higher than the comparable period of 1994 primarily reflecting interest earned on loans made in the second half of 1994. Interest expense for the three months ended June 30, 1995 was $1,600,000 higher than the comparable period of 1994, chiefly associated with higher interest rates on variable rate debt, higher borrowings, and a net reduction of $270,000 in income received on an interest rate swap agreement covering a notional amount of $100,000,000 expiring December 16, 1998. This swap agreement was entered into in order to convert Ogden's fixed rate $100,000,000 9.25% debentures to variable rate debt. During the three months ended June 30, 1995 Ogden paid $170,000 on this swap while in 1994 Ogden received $100,000 of income on the swap. The effective income tax rate for the three months ended June 30, 1995 was 44% compared to a 41% rate for the comparable period of 1994. This increase of 3% in the tax rate is due primarily to reduced investment tax credits, higher foreign tax rates and certain non-deductible foreign losses. -9- Capital Investments, Commitments and Liquidity: During the first six months of 1995, capital investments amounted to $48,400,000 of which $19,100,000, inclusive of restricted funds transferred from funds held in trust, was for waste-to-energy facilities and $29,300,000 was for normal replacement and growth in Services and Projects operations. At June 30, 1995, capital commitments amounted to $53,900,000, which includes commitments for equity investments (over and above restricted funds provided by revenue bonds issued by municipalities) of $100,000 for waste-to-energy facilities and $53,800,000 for normal replacement, modernization, and growth in Services' and Projects' operations. Ogden and certain of its subsidiaries have issued or are party to performance bonds and guarantees and related contractual obligations undertaken mainly pursuant to agreements to construct and operate certain waste-to-energy, entertainment, and other facilities. In the normal course of business, they are involved in legal proceedings in which damages and other remedies are sought. Management doe not expect that these contractual obligations, legal proceedings, or any other contingent obligations incurred in the normal course of business will have a material adverse effect on Ogden's Consolidated Financial Statements. During 1994, a subsidiary of the Corporation entered into a 30-year facility management contract pursuant to which it has agreed to advance funds to a customer, if necessary and only upon satis- factory completion of construction of the facility, to assist refinancing senior secured debt incurred in connection with construction of the facility, completion of construction is scheduled for the first quarter of 1996, and such refinancing requirements are not expected to exceed $75,000,000 at maturity of the senior secured debt, which is expected to be on or about March 1, 2001. Ogden continues as guarantor of surety bonds and letters of credit totaling approximately $19,200,000 on behalf of International Terminal Operating Co. Inc. and guaranteed borrowings of certain customers amounting to approximately $22,200,000. Management does not expect that these arrangements will have a material adverse effect on Ogden's Consolidated Financial Statements. Projects' waste-to-energy facilities are financed to a large degree by revenue bonds issued by the municipalities for facility construction. Other capital commitments and payments, if any, required by guarantees, are expected to be satisfied from cash flow from operations; available funds, including short-term invest- ments; and the Corporation's unused credit facilities to the extent needed. At June 30, 1995, the Corporation had $128,000,000 in cash, cash equivalents, and marketable securities and unused revolving credit lines of $159,000,000. -10- Six Months Three Months Information Concerning Ended June 30, Ended June 30, Business Segments 1995 1994 1995 1994 - ---------------------------------------------------------------------------- (In Thousands of Dollars) Revenues: Services: Aviation Services $ 236,406 $ 188,780 $123,580 $ 97,456 Entertainment Services 122,187 120,670 71,071 65,972 Environmental Services 70,215 66,827 36,718 35,919 Technology Services 113,671 92,712 54,609 48,670 Facility Management Services 180,888 175,246 91,531 87,185 Other Services 2,817 6,284 841 2,821 ---------- ---------- -------- -------- Total Services 726,184 650,519 378,350 338,023 ---------- ---------- -------- -------- Projects: Waste-To-Energy Services 242,384 228,853 125,952 119,794 Independent Power 32,029 15,488 17,103 8,660 Water and Wastewater 809 466 Construction Activities 41,355 112,177 17,376 61,241 ---------- ---------- -------- -------- Total Projects 316,577 356,518 160,897 189,695 ---------- ---------- -------- -------- Total Revenues $1,042,761 $1,007,037 $539,247 $527,718 ========== ========== ======== ======== Income From Operations: Services $ 9,465 $ 30,281 $ (2,081)$ 14,466 Projects 41,710 44,023 25,521 25,640 ---------- ---------- -------- -------- Total Income from Operations 51,175 74,304 23,440 40,106 Corporate unallocated expenses-net (5,911) (5,098) (2,932) (2,447) Corporate interest-Net (7,202) (6,043) (4,062) (3,523) ----------- --------- -------- -------- Income Before Income Taxes and Minority Interests $ 38,062 $ 63,163 $ 16,446 $ 34,136 ========== ========== ======== ======== -11- SIGNATURES ---------- Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized. OGDEN CORPORATION (Registrant) Date: April 9, 1996 By:/S/Philip G. Husby ------------------------- Philip G. Husby Senior Vice President and Chief Financial Officer Date: April 9, 1996 By:/S/Robert M. DiGia -------------------------- Robert M. DiGia Vice President, Controller and Chief Accounting Officer -12- -----END PRIVACY-ENHANCED MESSAGE-----