-----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, UyVrUwo+aNInhnDpsLViDU0Vl37Ay+rSg6b9E88w5g4XkxamNnLLNHKbmYjD/q8M IYwoLn35DNdbjR3RYSlSHQ== 0001005477-98-001598.txt : 19980515 0001005477-98-001598.hdr.sgml : 19980515 ACCESSION NUMBER: 0001005477-98-001598 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19980331 FILED AS OF DATE: 19980514 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: SEC FILE NUMBER: 001-03122 FILM NUMBER: 98621394 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 FORM 10-Q 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, 1998 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, 1998; 50,351,560 shares of Common Stock, $.50 par value per share. PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED MARCH 31, -------------------------- 1998 1997 --------- --------- (In Thousands of Dollars, Except per Share Data) Service revenues $ 260,209 $ 280,544 Net sales 115,822 134,285 Construction revenues 3,332 Net gain on sale of businesses 5,512 12,225 --------- --------- Total revenues 384,875 427,054 --------- --------- Operating costs and expenses 195,792 224,749 Costs of goods sold 108,739 123,905 Construction costs 2,933 Selling, administrative and general expenses 29,021 29,768 Debt service charges 25,121 25,862 --------- --------- Total costs and expenses 361,606 404,284 --------- --------- Consolidated operating income 23,269 22,770 Equity in net income of investees and joint ventures 397 840 Interest income 3,540 4,259 Interest expense (8,596) (7,804) Other income (deductions)-net 289 (483) --------- --------- Income before income taxes and minority interests 18,899 19,582 Less: income taxes 6,709 8,420 minority interests 490 385 --------- --------- Net income $ 11,700 $ 10,777 ========= ========= BASIC EARNINGS PER SHARE $ .23 $ .22 ========= ========= DILUTED EARNINGS PER SHARE $ .23 $ .21 ========= ========= OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE THREE MONTHS ENDED MARCH 31, ------------------------------- 1998 1997 -------- -------- (In Thousands of Dollars) Net Income $ 11,700 $ 10,777 -------- -------- Other comprehensive income (loss) before taxes: Foreign currency translation adjustments $(261) $(3,798) Less: reclassification adjustment relating to sale of foreign investments included in net income (235) (496) 57 (3,741) ---- -- Unrealized gains (losses) on securities: Unrealized holding gains (losses) arising during period 93 (5) -------- -------- Other comprehensive loss before taxes (403) (3,746) Income tax expense (benefit) related to items of other comprehensive income (45) 25 -------- -------- Other comprehensive loss, net of taxes (358) (3,771) -------- -------- Comprehensive income $ 11,342 $ 7,006 ======== ========
OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS MARCH 31, DECEMBER 31, 1998 1997 ----------- ----------- (In Thousands of Dollars) ASSETS Current Assets: Cash and cash equivalents $ 108,980 $ 185,671 Restricted funds held in trust 91,888 103,882 Receivables (less allowances: 1998, $20,562 and 1997, $20,207) 377,791 393,185 Inventories 33,282 34,235 Deferred income taxes 56,690 56,690 Other 63,766 58,408 ----------- ----------- Total current assets 732,397 832,071 Property, plant and equipment-net 1,943,481 1,947,547 Restricted funds held in trust 215,283 206,013 Unbilled service and other receivables (less allowances: 1998 and 1997, $3,000) 176,365 174,962 Unamortized contract acquisition costs 139,234 136,462 Goodwill and other intangible assets 81,777 79,889 Other assets 312,712 262,351 ----------- ----------- Total Assets $ 3,601,249 $ 3,639,295 =========== =========== LIABILITIES AND SHAREHOLDERS' EQUITY Liabilities: Current liabilities: Current portion of long-term debt $ 24,491 $ 19,696 Current portion of project debt 70,600 68,052 Dividends payable 15,733 15,721 Accounts payable 92,638 109,719 Federal and foreign income taxes payable 3,350 1,913 Accrued expenses, etc 249,974 267,874 Deferred income 41,844 42,962 ----------- ----------- Total current liabilities 498,630 525,937 Long-term debt 373,803 354,032 Project debt 1,402,951 1,424,648 Deferred income taxes 383,713 383,341 Other liabilities 206,781 208,179 Minority interests 26,628 28,417 Convertible subordinated debentures 148,650 148,650 ----------- ----------- Total liabilities 3,041,156 3,073,204 ----------- ----------- Shareholders' Equity: Serial cumulative convertible preferred stock, par value $1.00 per share; authorized 4,000,000 shares; shares outstanding: 43,566 in 1998 and 44,346 in 1997, net of treasury shares of 29,820 in 1998 and 1997, respectively 44 45 Common stock, par value $.50 per share; authorized, 80,000,000 shares; shares out- standing: 50,351,560 in 1998 and 50,295,123 in 1997, net of treasury shares of 3,095,023 and 3,135,123 in 1998 and 1997, respectively 25,175 25,147 Capital surplus 210,622 212,383 Earned surplus 339,179 343,237 Cumulative translation adjustment-net (14,123) (13,862) Pension liability adjustment (324) (324) Net unrealized loss on securities available for sale (480) (535) ----------- ----------- Total Shareholders' Equity 560,093 566,091 ----------- ----------- Total Liabilities and Shareholders' Equity $ 3,601,249 $ 3,639,295 =========== =========== OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Three Months Ended Year Ended March 31, 1998 December 31, 1997 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 74,166 $ 75 77,509 $ 78 Shares converted into common stock (780) (1) (3,343) (3) ------------ ------------ ------------ ------------ Total 73,386 74 74,166 75 Treasury shares (29,820) (30) (29,820) (30) ------------ ------------ ------------ ------------ Balance at end of period (aggregate involuntary liquidation value - 1998 $878) 43,566 44 44,346 45 ------------ ------------ ------------ ------------ Common Stock, Par Value $.50 Per Share; Authorized, 80,000,000 Shares: Balance at beginning of period 53,430,246 26,715 53,350,650 26,675 Exercise of stock options 11,680 6 59,640 30 Conversion of preferred shares 4,657 2 19,956 10 ------------ ------------ ------------ ------------ Total 53,446,583 26,723 53,430,246 26,715 ------------ ------------ ------------ ------------ Treasury shares at beginning of period 3,135,123 1,568 3,606,123 1,803 Purchase of treasury shares 339,900 170 Exercise of stock options (380,000) (190) (471,000) (235) ------------ ------------ ------------ ------------ Treasury shares at end of period 3,095,023 1,548 3,135,123 1,568 ------------ ------------ ------------ ------------ Balance at end of period 50,351,560 25,175 50,295,123 25,147 ------------ ------------ ------------ ------------ Capital Surplus: Balance at beginning of period 212,383 202,162 Exercise of stock options 7,418 10,228 Purchase of treasury shares (9,178) Conversion of preferred shares (1) (7) ------------ ------------ Balance at end of period 210,622 212,383 ------------ ------------ Earned Surplus: Balance at beginning of period 343,237 330,302 Net income 11,700 75,673 ------------ ------------ Total 354,937 405,975 ------------ ------------ Preferred dividends-per share 1998, $.8376, 1997, $3.35 37 152 Common dividends-per share 1998, $.3125, 1997, $1.25 15,721 62,586 ------------ ------------ Total Dividends 15,758 62,738 ------------ ------------ Balance at end of period 339,179 343,237 ------------ ------------ Cumulative Translation Adjustment-Net (14,123) (13,862) ------------ ------------ Pension Liability Adjustment (324) (324) ------------ ------------ Net Unrealized Loss on Securities Available For Sale (480) (535) ------------ ------------ TOTAL SHAREHOLDERS' EQUITY $ 560,093 $ 566,091 ============ ============
OGDEN CORPORATION AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, ---------------------- 1998 1997 --------- --------- (In Thousands of Dollars) CASH FLOWS FROM OPERATING ACTIVITIES: Net income $ 11,700 $ 10,777 Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities: Depreciation and amortization 27,197 25,851 Deferred income taxes 3,533 2,485 Other (6,873) (10,013) Management of Operating Assets and Liabilities: Decrease (Increase) in Assets: Receivables 14,232 70,409 Inventory (178) (3,649) Other assets (23,159) 4,122 Increase (Decrease) in Liabilities: Accounts payable (16,428) 11,246 Accrued expenses (15,568) (25,357) Deferred income (1,242) (3,592) Other liabilities (4,449) (7,155) --------- --------- Net cash (used) provided by operating activities (11,235) 75,124 --------- --------- CASH FLOWS FROM INVESTING ACTIVITIES Proceeds from sale of businesses 4,267 30,500 Proceeds from sale of property, plant and equipment 811 1,384 Investments in Energy facilities (4,889) (5,982) Other capital expenditures (19,296) (17,731) Decrease in other receivable 1,520 1,040 Distributions from investees and joint ventures 3,569 Increase in investment in and advances to Investees and joint ventures (40,555) (17,499) --------- --------- Net cash used in investing activities (54,573) (8,288) --------- --------- CASH FLOWS FROM FINANCING ACTIVITIES: Other new debt 26,213 19,489 Decrease (Increase) in funds held in trust 2,722 (3,954) Payment of debt (20,910) (18,720) Dividends paid (15,746) (15,585) Purchase of treasury shares (9,348) Proceeds from exercise of stock options 7,614 4,127 Other (1,428) (1,362) --------- --------- Net cash used in financing activities (10,883) (16,005) --------- --------- NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (76,691) 50,831 CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 185,671 140,824 --------- --------- CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 108,980 $ 191,655 ========= =========
OGDEN CORPORATION AND SUBSIDIARIES MARCH 31, 1998 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 for prior periods have been reclassified as to certain amounts to conform with the 1998 presentation. ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS: Revenues and income from operations (expressed in thousand of dollars) by segment for the three months ended March 31, 1998 and 1997 were as follows: 1998 1997 --------- --------- (In Thousands of Dollars) Revenues: Entertainment $ 93,331 $ 79,831 Aviation 80,286 100,478 Energy 183,208 165,314 Other 28,050 81,431 --------- --------- Total Revenues $ 384,875 $ 427,054 ========= ========= Income (Loss) from Operations: Entertainment $ 5,671 $ 3,398 Aviation 7,610 6,071 Energy 15,577 11,885 Other (12) 7,053 --------- --------- Total Income from Operations 28,846 28,407 Equity in net income (loss) of investees and joint ventures: Entertainment (1,088) (547) Aviation 1,028 1,018 Energy 457 236 Other 133 --------- --------- Total 29,243 29,247 Corporate unallocated expenses - net (5,288) (6,120) Corporate interest - net (5,056) (3,545) --------- --------- Income Before Income Taxes and Minority Interest $ 18,899 $ 19,582 ========= ========= Operations: Revenues for the first three months of 1998 were $42,200,000 less than the comparable period of 1997. This was primarily due to a decline of $53,400,000 in the Other segment's revenues chiefly associated with the sales of Facility Services New York operations in July 1997 and certain operations of Atlantic Design Company (ADC), a contract manufacturing business late in 1997 and in early 1998. The Entertainment segment's revenues were $13,500,000 higher reflecting increased activity at the World Trade Center and the partial start up of the American Wilderness Zoo and Aquarium(TM) sites in Arizona and Texas, the acquisition of the Enchanted Castle in 1997 as well as several sports venues and convention centers. The Aviation segment's revenues were $20,200,000 lower primarily reflecting the sale of the Miami and Spanish inflight catering business and certain other ground services operations in 1997. These reductions in Aviation's revenues were partially offset by the sale of a 5% interest in the Hong Kong ground services company. The Energy segment's revenues were $17,900,000 higher primarily due to the acquisition of Pacific Energy, and a 60% interest in four cogeneration plants in China in late 1997, increased production at the Edison Bataan facility, and an increase in construction activity due to the commencement of retrofit activity at three waste-to-energy plants. Consolidated operating income for the first three months of 1998 was $500,000 higher than the comparable period of 1997. The Entertainment segment's operating income was $2,300,000 higher primarily reflecting increased activity at the World Trade Center facility and the partial start up of the American Wilderness Zoo and Aquarium(TM) sites in Arizona and Texas. The Aviation segment's operating income was $1,500,000 higher chiefly associated with increased margins in ground services and fueling facilities and the gain on the sale of a 5% interest in the Hong Kong ground services company, partially offset by the gain on the sale of the Miami inflight catering business and certain ground services operations in the first quarter of 1997. The Energy segment's operating income was $3,700,000 higher chiefly associated with increased production at the Edison Bataan facility, and the acquisition of Pacific Energy and a 60% interest in four cogeneration plants in China in late 1997. These increases were partially offset by a decrease of $7,100,000 in the Other segment's operating income chiefly associated with the sale of the investment in Ogden Universal in the first quarter of 1997. The Energy segment has three 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 costs of $247,000 and $236,000 for the first three months of 1998 and 1997, respectively. Interest income for the first three months of 1998 was $719,000 lower than the comparable period of 1997 primarily reflecting the repayment of debt by a customer and reduced cash and cash equivalents. Interest expense was $792,000 higher chiefly associated with interest on notes payable issued in connection with the acquisition of Pacific Energy in September 1997. Ogden has two interest rate swap agreements covering notional amounts of $100,000,000 and $4,300,000, 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 agreement expires on November 30, 2000 and was entered into in order to convert Ogden's $4,300,000 variable rate debt to a fixed rate. These agreements resulted in additional interest expense of $149,000 and $31,000 for the first three months of 1998 and 1997, respectively. Equity in net income of investees and joint ventures for the three months ended March 31, 1998 was $443,000 lower than the comparable period of 1997 chiefly associated with reduced activity in two Entertainment joint ventures, and the sale of Universal Ogden in 1997. These decreases were partially offset by the acquisition of Pacific Energy joint ventures in September 1997. The effective income tax rate for the first three months of 1998 was 35.5% compared with 43% for the comparable period of 1997. This decrease of 7.5% was chiefly associated with higher foreign earnings in countries with lower income tax rates, and nonconventional fuel tax credits generated by Pacific Energy. Capital Investments and Commitments: During the first three months of 1998, capital investments amounted to $24,185,000, of which $4,889,000, inclusive of restricted funds transferred from funds held in trust, was for Energy facilities and $19,296,000 was for normal replacement and growth in Entertainment ($10,231,000), Aviation ($7,612,000), Energy ($1,243,000) operations and Other ($210,000). At March 31, 1998, capital commitments amounted to $115,200,000 which included $75,700,000 for normal replacement, modernization, and growth in Entertainment ($48,600,000), Aviation ($4,000,000), Energy ($15,600,000), and corporate and other ($7,500,000) operations. Also included was $39,500,000 for Energy's coal-fired power project in The Philippines reflecting $20,100,000 for the remaining mandatory equity contributions, $5,700,000 for contingent equity contributions, and $13,700,000 for a standby letter of credit in support of debt service reserve requirements. Funding for the remaining mandatory equity contribution is being provided through a bank credit facility, which must be repaid in December 2001. The Corporation also has a $21,000,000 contingent equity contribution in an Aviation joint venture in Argentina and a $11,400,000 contingent equity contribution in an entertainment venture. In addition, compliance with standards and guidelines under the Clean Air Act Amendments of 1990 will require further Energy capital expenditures currently estimated at $40,000,000 by December 2000 subject to the final time schedules determined by the individual states in which the Company's waste-to-energy facilities are located. 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. In connection with certain contractual arrangements, Ogden has agreed to provide two vendors with specified amounts of business over a three and a half-year period. If these amounts are not provided, the corporation may be liable for prorated damages of up to approximately $5,700,000. 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 Ogden entered into a 30-year facility management contract, pursuant to which it agreed to advance funds to a customer and, if necessary, to assist the customers' refinancing of senior secured debt incurred in connection with the construction of the facility. During 1997, Ogden purchased the customers senior secured debt in the amount of $95,000,000, using borrowed funds, which senior secured debt was subsequently sold and the borrowed funds repaid. Ogden is obligated to repurchase such senior secured debt in the amount of $97,050,000 on December 30, 2002 if the debt is not refinanced prior to that time. Ogden's repurchase obligation is collateralized by bank letters of credit. Ogden is also required to repurchase the outstanding amount of certain subordinated secured debt of such customer on December 30, 2002. At March 31, 1998, the amount outstanding was $51,565,000. In addition, the Corporation has guaranteed indebtedness of $20,683,000 of an affiliate and principal tenant of this customer, which indebtedness is due in September 1998. Ogden also has guaranteed borrowings of a customer amounting to approximately $14,400,000 as well as $20,300,000 of borrowings of joint ventures in which Ogden has an equity interest. Management does not expect that these arrangements will have a material adverse effect on Ogden's Consolidated Financial Statements. Liquidity/Cash Flow: Net cash used in operating activities for the first quarter of 1998 was $86,359,000 higher than the comparable period of 1997, primarily reflecting the collection in 1997 of $41,700,000 relating to certain legal settlements, and an increase in other assets of $27,300,000 primarily reflecting increased contract acquisition costs, goodwill and prepaid insurance. Net cash used in investing activities increased $46,300,000 chiefly associated with additional investments and advances in joint ventures primarily in Argentina, the Philippines and Peru, and lower proceeds on the sale of businesses. Net cash used in financing activities was $5,100,000 lower chiefly associated with a reduction of $6,700,000 in funds held in trust in the Energy group, an increase in other debt of $6,700,000 and an increase in proceeds of $3,500,000 from the exercise of stock options. These increases were partially offset by the purchase of treasury shares of $9,300,000 and increased payment of debt of $2,200,000. Exclusive of changes in Energy facility construction activities and the contracts discussed herein, the Corporation's other 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 noncore businesses; proceeds from the sale of debt or equity securities; and the Corporation's unused credit facilities to the extent needed. At March 31, 1998, the Corporation had $108,980,000 in cash and cash equivalents and unused revolving credit lines of $206,200,000. In January 1998, Ogden's Board of Directors reauthorized the purchase of shares of the Corporation's common stock in an amount up to $100,000,000. Through May 11, 1998, 513,400 shares of common stock were purchased for $14,557,946. On May 4, 1998, the Corporation signed a definitive agreement to sell its Aviation catering business to S.C. International Services for $84,800,000. The transaction is subject to customary government and regulatory approvals. Any statements in this communication, which may be considered to be "forward looking statements" as that term is defined in the Private Securities Litigation Reform Act of 1995, are subject to certain risks and uncertainties . The factors that could cause actual results to differ materially from those suggested by any such statements include, but are not limited to, those discussed or identified from time to time in the Corporation's public filings with the Securities and Exchange Commission and more generally, general economic conditions, including changes in interest rates and the performance of the financial markets; changes in domestic and foreign laws, regulations, and taxes; changes in competition and pricing environments; and regional or general changes in asset valuations. 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, other than ordinary routine litigation incidental to its business, the outcome of which would have a material adverse effect on the Company on a consolidated basis. (a) 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's consolidated financial statements. 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. II-1 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's consolidated financial statements. Item 6. Exhibits and Reports on Form 8-K (a) Exhibits: 2 Plan of Acquisition, Reorganization Arrangement, Liquidation or Succession. 2.1 Agreement and Plan of Merger, dated as of October 31, 1989, among Ogden, ERCI Acquisition Corporation and ERC International, Inc.* 2.2 Agreement and Plan of Merger among Ogden Corporation, ERC International Inc., ERC Acquisition Corporation and ERC Environmental and Energy Services Co., Inc. dated as of January 17, 1991.* 2.3 Amended and Restated Agreement and Plan of Merger among Ogden Corporation, OPI Acquisition Corporation sub. and Ogden Projects, Inc., dated as of September 27, 1994.* 3 Articles of Incorporation and By-Laws. 3.1 Ogden's Restated Certificate of Incorporation as amended.* 3.2 Ogden's By-Laws, as amended through April 8, 1998. 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 II-2 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 (i) Ogden $200 million Credit Agreement by and among Ogden, The Bank of New York, as Agent and the signatory Lenders thereto dated as of June 30, 1997.* 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 1990 Stock Option Plan.* (i) Ogden Corporation 1990 Stock Option Plan as Amended and Restated as of January 19, 1994.* (b) Ogden Services Corporation Executive Pension Plan.* (c) Ogden Services Corporation Select Savings Plan.* (i) Ogden Services Corporation Select Savings Plan Amendment and Restatement as of January 1, 1995.* (d) Ogden Services Corporation Select Savings Plan Trust.* (i) Ogden Services Corporation Select Savings Plan Trust Amendment and Restatement as of January 1, 1995.* (e) Ogden Services Corporation Executive Pension Plan Trust.* (f) Changes effected to the Ogden Profit Sharing Plan effective January 1, 1990.* (g) Employment Letter Agreement between Ogden and an executive officer dated January 30, 1990.* (h) Employment Agreement between R. Richard Ablon and Ogden dated as of May 24, 1990.* II-3 (i) Letter Amendment to Employment Agreement between Ogden Corporation and R. Richard Ablon, dated as of October 11, 1991.* (i) Employment Agreement between Ogden and Philip G. Husby, dated as of July 2, 1990.* (j) Letter Agreement between Ogden Corporation and Ogden's Chairman of the Board, dated as of January 16, 1992.* (k) Employment Agreement between Ogden Corporation and Ogden's Chief Accounting Officer dated as of December 18, 1991.* (l) Employment Agreement between Scott G. Mackin and Ogden Projects, Inc. dated as of January 1, 1994.* (m) 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.* (n) Ogden Corporation Core Executive Benefit Program.* (o) Ogden Projects Pension Plan.* (p) Ogden Projects Profit Sharing Plan.* (q) Ogden Projects Supplemental Pension and Profit Sharing Plans.* (r) Ogden Projects Core Executive Benefit Program.* (s) Ogden Corporation CEO Formula Bonus Plan.* (t) Form of amendments to the Ogden Projects, Inc. Pension Plan and Profit Sharing Plans effective as of January 1, 1994.* II-4 (i) Form of amended Ogden Projects Profit Sharing Plan effective as of January 1, 1994.* (ii) Form of amended Ogden Projects Pension Plan, effective as of January 1, 1994.* 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.* 10.6 $95 million Term Loan and Letter of Credit and Reimbursement Agreement, dated March 26, 1997 among Ogden as Borrower, the lender banks named therein and the Deutsche Bank A.G., New York Branch as Agent and lender.* 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 1998. II-5 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, 1998 By: /s/ Philip G. Husby ----------------------------- Philip G. Husby Senior Vice President and Chief Financial Officer Date: May 14, 1998 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 By-Laws as amended. Transmitted herewith as Exhibit 3.2. 4 Instruments Defining Rights of Security Holders. EXHIBIT NO. DESCRIPTION OF DOCUMENT FILING INFORMATION - ------- ----------------------- ------------------ 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. 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 Ogden's Form 10-K for fiscal of November 16, 1995. year ended December 31, 1995, and incorporated herein by reference. 10.1(a) U.S. $95 million Term Loan and Filed as Exhibit 10.6 to Letter of Credit and Ogden's Form 10-Q for the Reimbursement Agreement among quarterly period ended March Ogden, the Deutsche Bank AG, New 31, 1997 and incorporated York Branch and the signatory herein by reference. Banks thereto, dated March 26, 1997. 10.1(b) $200 million Credit Agreement Filed as Exhibit 10.1(i) to among Ogden, The Bank of New York Ogden's Form 10-Q for the as Agent and the signatory quarterly period ended June 30, Lenders thereto, dated as of June 1997 and incorporated herein by 30, 1997. reference. 10.2 Stock Purchase Agreement dated Filed as Exhibit (10)(d) to May 31, 1988, between Ogden and Ogden's Form 10-K for the Ogden Projects, Inc. fiscal year ended December 31, 1989 and incorporated herein by reference. 10.3 Tax Sharing Agreement, dated Filed as Exhibit (10)(e) to January 1, 1989 between Ogden, Ogden's Form 10-K for the Ogden Projects, Inc. and fiscal year ended December 31, subsidiaries, Ogden Allied 1989 and incorporated herein by Services, Inc. and subsidiaries reference. and Ogden Financial Services, Inc. and subsidiaries. 10.4 Stock Purchase Option Agreement, Filed as Exhibit (10)(f) to dated June 14, 1989, between Ogden's Form 10-K for the Ogden and Ogden Projects, Inc. as fiscal year ended December 31, amended on November 16, 1989. 1989 and incorporated herein by reference. 10.5 Preferred Stock Purchase Agreement, Filed as Exhibit (10)(g) to dated July 7, 1989, between Ogden Ogden's Form 10-K for the Financial Services, Inc. and fiscal year ended December 31, Image Data Corporation. 1989 and incorporated herein by reference 10.6 Rights Agreement between Ogden Filed as Exhibit (10)(h) to Corporation and Manufacturers Ogden's Form 10-K for the Hanover Trust Company, dated as fiscal year ended December 31, of September 20, 1990 and amended 1990 and incorporated herein by August 15, 1995 to provide The reference. Bank of New York as successor agent. 10.7 Executive Compensation Plans. (a) Ogden Corporation 1990 Filed as Exhibit (10)(j) to Stock Option Plan. Ogden 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 quarterly period ended of January 19, 1994. September 30, 1994 and incorporated herein by reference. (ii) Amendment adopted and Transmitted herewith as Exhibit effective as of September 10.7(a)(ii). 18, 1997. (b) 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. (c) Ogden Services Corporation Filed as Exhibit (10)(l) to Select Savings Plan. Ogden Form 10-K for the fiscal year ended December 31, 1990 and incorporated herein by reference. (i) Ogden Services Filed as Exhibit 10.7(d)(I) to Corporation Ogden's Form 10-K for the Select Savings fiscal year ended December 31, Plan Amendment 1994 and incorporated herein by and Restatement reference. as of January 1, 1995. (ii) Amendment Number Filed as Exhibit 10.7(c)(ii) to One to the Ogden Ogden's Form 10-K for the Services fiscal year ended December 31, Corporation 1997 and incorporated herein by Select Savings reference. Plan as Amended and Restated January 1, 1995, effective January 1, 1998. (d) 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 Filed as Exhibit 10.7(e)(i) to Corporation Select Ogden's Form 10-K for the Savings Plan Trust fiscal year ended December 31, Amendment and 1994 and incorporated herein by Restatement as of reference. January 1, 1995. (e) Ogden Services Corporation Filed as Exhibit (10)(n) to Executive Pension Plan Ogden's Form 10-K for the Trust. fiscal year ended December 31, 1990 and incorporated herein by reference. (f) 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. (g) Ogden Corporation Profit Filed as Exhibit 10.8(p) to Sharing Plan. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (i) Ogden Profit Sharing Filed as Exhibit 10.8(p)(i) to Plan as amended and Ogden's Form 10-K for fiscal restated January 1, year ended December 31, 1993 1991 and as in effect and incorporated herein by through January 1, reference. 1993. (ii) Ogden Profit Sharing Filed as Exhibit 10.7(p)(ii) to Plan as amended and Ogden's Form 10-K for fiscal restated effective as year ended December 31, 1994 of January 1, 1995. and incorporated herein by reference. (h) Ogden Corporation Core Filed as Exhibit 10.8(q) to Executive Benefit Program. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (i) 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. (j) Ogden Projects Profit Filed as Exhibit 10.8(s) to Sharing Plan. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (k) Ogden Projects Supplemental Filed as Exhibit 10.8(t) to Pension and Profit Sharing Ogden's Form 10-K for fiscal Plans. year ended December 31, 1992 and incorporated herein by reference. (l) Ogden Projects Employees' Filed as Exhibit 10.8(u) to Stock 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) to December 29, 1994, to Ogden's Form 10-K for fiscal the Ogden year ended December 31, 1994 Projects Employees' and incorporated herein by Stock Option Plan. reference. (m) Ogden Projects Core Filed as Exhibit 10.8(v) to Executive Benefit Program. Ogden's Form 10-K for fiscal year ended December 31, 1992 and incorporated herein by reference. (n) Form of amendments to the Filed as Exhibit 10.8(w) to Ogden Projects, Inc. Pension Ogden's Form 10-K for fiscal Plan and Profit Sharing Plans year ended December 31, 1993 effective as of January 1, and incorporated herein by 1994. 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 incorporated herein by 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 year ended December 31, 1994 January 1, 1994. and incorporated herein by reference. (o) Ogden Corporation CEO Filed as Exhibit 10.6(w) to Formula Bonus Plan. Ogden's Form 10-Q for the quarterly period ended September 30, 1994 and incorporated herein by reference. (p) Ogden Key Management Filed as Exhibit 10.7(p) to Incentive Plan. Ogden's Form 10-K for the fiscal year ended December 31, 1997 and incorporated herein by reference. 10.8 Employment Agreements (a) Employment Letter Agreement Filed as Exhibit (10)(p) to between Ogden and an Ogden's Form 10-K for the executive officer dated fiscal year ended December 31, January 30, 1990. 1990 and incorporated herein by reference. (b) 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) to Employment Agreement Ogden's Form 10-K for the between Ogden fiscal year ended December 31, Corporation ad R. 1990 and incorporated herein by Richard Ablon, dated as reference. of October 11, 1991. (c) 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) to Employment Agreement Ogden's Form 10-K for the between Ogden fiscal year ended December 31, Corporation and C.G. 1990 and incorporated herein by Caras, dated as of reference. October 11, 1990. (ii) Termination Letter Filed as Exhibit 10.8(c)(ii) to Agreement between C.G. Ogden's Form 10-K for the Caras and Ogden fiscal year ended December 31, Corporation dated April 1996 and incorporated herein by 30, 1996. reference. (d) 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. (e) Termination Letter Filed as Exhibit (10)(v) to Agreement between Maria P. Ogden's Form 10-K for the Monet and Ogden dated as of fiscal year ended December 31, October 22, 1990 and incorporated 1990. herein by reference. (f) Letter Agreement between Filed as Exhibit 10.2(p) to Ogden Corporation and Ogden's Form 10-K for fiscal Ogden's Chairman of the year ended December 31, 1991 Board, dated as of January and incorporated herein by 16, 1992. reference. (g) Employment Agreement Filed as Exhibit 10.2(q) to between Ogden Corporation Ogden's Form 10-K for fiscal and Ogden's Chief year ended December 31, 1991 Accounting Officer dated and incorporated herein by as of December 18, 1991. reference. (h) Employment Agreement Filed as Exhibit 10.8(o) to between Scott G. Mackin Ogden's Form 10-K for fiscal and Ogden Projects, Inc. year ended December 31, 1993 dated as of January 1, and incorporated herein by 1994. reference. (i) Letter Amendment to Filed as Exhibit 10.8(h)(i) to Employment Agreement Ogden's Form 10-K for fiscal between Ogden year ended December 31, 1996 Projects, Inc. and and incorporated herein by Scott G. Mackin, reference. dated December 20, 1996. (i) Employment Agreement Filed as Exhibit 10.8(i) to between Ogden Corporation Ogden's Form 10-K for fiscal and David L. Hahn, dated year ended December 31, 1995 December 1, 1995. and incorporated herein by reference. (j) Employment Agreement Filed as Exhibit 10.8(j) to between Ogden Corporation Ogden's Form 10-K for fiscal and Rodrigo Arboleda, year ended December 31, 1996 dated January 1, 1997. and incorporated herein by reference. (k) Employment Agreement Filed as Exhibit 10.8(k) to between Ogden Projects, Ogden's Form 10-K for fiscal Inc. and Bruce W. Stone, year ended December 31, 1996 dated June 1, 1990. and incorporated herein by reference. (l) Employment Agreement Filed as Exhibit 10.8(l) to between Ogden Corporation Ogden's Form 10-K for fiscal and Quintin G. Marshall, year ended December 31, 1996 dated October 30, 1996. and incorporated herein by reference. (m) Employment Agreements Filed as Exhibit 10.8(m) to between Ogden and Jesus Ogden's Form 10-K for the Sainz, effective as of fiscal year ended December 31, January 1, 1998. 1997 and incorporated herein by reference. 10.9 First Amended and Restated Ogden Filed as Exhibit 10.3(b)(i) to Corporation Guaranty Agreement made Ogden's Form 10-K for fiscal as of January 30, 1992 by Ogden year ended December 31, 1991 Corporation for the benefit of and incorporated herein by Mission Funding Zeta and Pitney reference. Bowes Credit. 10.10 Ogden Corporation Guaranty Filed as Exhibit 10.3(b)(iii) Agreement made as of January to Ogden's Form 10-K for fiscal 30,1992 by Ogden Corporation for year ended December 31, 1991 the benefit of Allstate Insurance and incorporated herein by Company and Ogden Martin Systems reference. of Huntington Resource Recovery Nine Corp. 11 Ogden Corporation and Subsidiaries Transmitted herewith as Exhibit Detail of Computation of Earnings 11. Applicable to Common Stock. 27 Financial Data Schedule. Transmitted herewith as Exhibit 27. EX-3.2 2 BY LAWS EXHIBIT 3.2 BY-LAWS OF OGDEN CORPORATION (As amended through April 8, 1998) Section 1. In addition to its principal office in the State of Delaware, Ogden Corporation (the "Corporation") may also have offices at such other places within or without the State of Delaware as the Board of Directors shall from time to time determine. Section 2. Meetings of the stockholders and meetings of the Board of Directors may be held at any place or places within or without the State of Delaware. Section 3. The Annual Meeting of Stockholders shall be held on such date and at such time and place as may be fixed by the Board and stated in the notice of the meeting, for the purpose of electing directors and for the transaction of any such other business as is properly brought before the meeting in accordance with these By-laws. To be properly brought before an Annual Meeting occurring subsequent to the Annual Meeting held in 1988, business must be either (I) specified in the notice of Annual Meeting (or any supplement thereto) given by or at the direction of the Board, (ii) otherwise properly brought before the Annual Meeting by or at the direction of the Board, or (iii) otherwise properly brought before the Annual Meeting by a stockholder. In addition to any other applicable requirements, for business to be properly brought before an Annual Meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation, not less than 50 days nor more than 75 days prior to the meeting; provided, however, that in the event that less than 65 days' notice or prior public disclosure of the date of the Annual Meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the fifteenth day following the day on which such notice of the date of the Annual Meeting was mailed or such public disclosure was made, whichever first occurs. A stockholder's notice to the Secretary shall set forth as to each matter the stockholder proposes to bring before the Annual Meeting (I) a brief description of the business desired to be brought before the Annual Meeting and the reasons for conducting such business at the Annual Meeting, (ii) the name and record address of the stockholder proposing such business, (iii) the class, series and number of shares of the Corporation's stock which are beneficially owned by the stockholder, and (iv) any material interest of the stockholder in such business. Notwithstanding anything in the By-laws to the contrary, no business shall be conducted at the Annual Meeting except in accordance with the procedures set forth in this Section 3, provided, however, that nothing in this Section 3 shall be deemed to preclude discussion by any stockholder of any business properly 1 brought before the Annual Meeting. The Chairman of an Annual Meeting shall, if the facts warrant, determine and declare to the Annual Meeting that business was not properly brought before the Annual Meeting in accordance with the provisions of this Section 3, and if he should so determine, he shall so declare to the Annual Meeting and any such business not properly brought before the meeting shall not be transacted. Written notice of the Annual Meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. Section 4. (Deleted. Related to voting rights of a class of Preferred Stock no longer authorized or issued). Section 5. Unless otherwise prescribed by law or by the Certificate of Incorporation, special meetings of the stockholders, for any purpose or purposes, may be held upon call of the Chairman of the Board of Directors, the Vice Chairman of the Board of Directors or a majority of the Board of Directors. Special meetings of stockholders may not be called by any other person or persons. Written notice of a special meeting stating the place, date and hour of the meeting and the purpose or purposes for which the meeting is called shall be given to each stockholder entitled to vote at such meeting not less than ten nor more than sixty days before the date of the meeting. Section 6. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors at any meeting of stockholders occurring subsequent to the Annual Meeting of Stockholders held in 1988. No individual can be nominated for election as a director who, at the time of such election, is age 72 or older (amended April 8, 1998). Nominations of persons for election to Board of Directors of the Corporation at the Annual Meeting may be made at such meeting by or at the direction of the Board of Directors, by any committee or persons appointed by the Board or by any stockholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 6. Such nominations, other than those made by or at the direction of the Board, shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a stockholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than 50 days or more than 75 days prior to the meeting; provided, however, that in the event that less than 65 days' notice or prior public disclosure of the date of the meeting is given or made to stockholders, notice by the stockholder to be timely must be so received not later than the close of business on the fifteenth day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs. Such stockholder's notice to the Secretary shall set forth (I) as to each person whom the stockholder proposes to nominate for election or reelection as a director, (a) the name, age, business address and residence address of the person, (b) the principal occupation or employment of the person, (c) the class, series and number of shares of capital stock of the Corporation which are beneficially owned by the person, and (d) any other information relating to the person that is required to be disclosed in solicitations of proxies for election of directors pursuant to the Rules and Regulations of the Securities and Exchange 2 Commission under Section 14 of the Securities Exchange Act of 1934, as amended; and (ii) as to the stockholder giving the notice (a) the name and record address of the stockholder and (b) the class, series and number of shares of capital stock of the Corporation which are beneficially owned by the stockholder. The Corporation may require any proposed nominee to furnish his written consent to serve if elected and such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth herein. The Chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. Section 7. The holders of a majority of the stock of the Corporation having voting power present in person or by proxy shall constitute a quorum, but less than a quorum shall have power to adjourn any meeting from time to time without notice. Except as aforesaid, except as provided in the Certificate of Incorporation, and except as otherwise provided by law, a majority of a quorum at any meeting of stockholders shall have power to act. Section 8. At every meeting of stockholders each stockholder entitled to vote thereat may vote and otherwise act in person or by proxy; but no proxy shall be voted upon more than three (3) years after its date unless such proxy provides for a longer period. Section 9. At least ten days before each election of directors a complete list, arranged in alphabetical order, of the stockholders entitled to vote at the election shall be prepared and filed in the office where the election is to be held and shall, during the usual hours of business, for said ten days, and during the election, be open to the examination of any stockholder. Section 10. The Board of Directors may, before any meeting of stockholders for the election of directors, appoint two inspectors of election to serve at such election. If they fail to make such an appointment or if their appointees, or either of them, fail to appear at such meeting, the Chairman of the meeting may appoint inspectors or any inspector of election to act at that election. Section 11. Certificates of stock shall be of such form and device as the Board of Directors may elect and shall be signed by the Chairman of the Board of Directors, the President or a Vice President and the Treasurer or an Assistant Treasurer or the Secretary or an Assistant Secretary, but where any such certificate is signed by a transfer agent or an assistant transfer agent or transfer clerk acting on behalf of the Corporation or by a registrar, the signatures of any such officers of the Corporation may be facsimiles, engraved or printed. Section 12. The stock of the Corporation shall be transferable or assignable only on the books of the Corporation by the holders in person, or by attorney, on the surrender of the certificates therefor. The Board of Directors may appoint one or more transfer agents and registrars of the stock. 3 Section 13. The Board of Directors shall have the power to close the stock transfer books of the Corporation for a period not exceeding fifty (50) days preceding the date of any meeting of stockholders, or the date for payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect or for a period of not exceeding fifty days in connection with obtaining the consents of stockholders for any purpose. In lieu of closing the stock transfer books as aforesaid, the Board of Directors is hereby authorized to fix in advance a date, not exceeding fifty (50) days preceding the date of any meeting of stockholders or the date for the payment of any dividend or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, or a date in connection with obtaining such consent, as a record date for the determination of the stockholders entitled to notice of and to vote at, any such meeting and adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation after any such record date. Section 14. The number of directors from time to time of the Corporation shall be not less than twelve (12) nor more than eighteen (18) as shall be fixed from time to time by the Board of Directors (amended April 8, 1998). Section 15. Meetings of the Board of Directors shall be held at times fixed by resolutions of the Board or upon call of the Chairman of the Board, the President, the Executive Vice President or any two directors and may be held outside of the State of Delaware. The Secretary or officer performing his duties shall give reasonable notice (which shall not be less than two (2) days) of all meetings of directors, provided that a meeting may be held without notice immediately after the annual election, and notice need not be given of regular meetings held at times fixed by resolution of the Board. Meetings may be held at any time without notice if all the directors are present or if those not present waive notice either before or after the meeting. Notice by mail or telegraph to the usual business or residence address of the directors not less than the time above specified before the meeting shall be sufficient. One-third of the directors shall constitute a quorum. Section 16. The Board of Directors shall have power to authorize the payment of compensation to the directors for services to the Corporation, including fees for attendance at meetings of the Board of Directors, of the Executive Committee and of other committees and to determine the amount of such compensation and fees. Section 16-A. (a) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, 4 whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. (b) The Corporation shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Corporation and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable to the Corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery of the State of Delaware or such other court shall deem proper. (c) To the extent that a director, officer, employee or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subsections (a) and (b), or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith. (d) Any indemnification under subsections (a) and (b) (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subsections (a) and (b). Such determination shall be made (1) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (2) if such a quorum is not obtainable, or, even if obtainable a quorum of disinterested directors so 5 directs, by independent legal counsel in a written opinion, or (3) by the stockholders. (e) Expenses incurred in defending a civil or criminal action, suit or proceeding shall be paid by the Corporation in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount if it shall ultimately be determined that he is not entitled to be indemnified by the Corporation as authorized in these By-laws. (f) The indemnification and advancement of expenses provided by this Section 16-A of the By-laws shall not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled under any other by-law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. (g) The Corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such whether or not the Corporation would have the power to indemnify him against such liability under the provisions of these By-laws. (h) Any amendment to this Section 16-A shall not apply to any liability of a director, officer, employee or agent arising out of a transaction or omission occurring prior to the adoption of such amendment, but any such liability based on a transaction or omission occurring prior to the adoption of such amendment shall be governed by Section 16-A of the By-laws, as in effect at the time of such transaction or omission. Section 17. The Board of Directors, as soon as may be practicable after the election of directors in each year, shall: (i) appoint one of their number as Chairman of the Board, (ii) appoint one or more of their number as President, each of whom shall also act as the President of one of the Corporation's operating areas, and (iii) appoint one or more Vice Presidents and a Secretary and may appoint from time to time such other officers, including a Treasurer, as they may deem proper. The Chairman of the Board shall be the presiding officer of the Corporation and shall preside at meetings of the Board of Directors and of the shareholders. He shall have such other powers and duties as may from time to time be conferred upon him by the Board of Directors. Section 18. The Chairman of the Board shall preside at all meetings of the Boar and of the Stockholders and shall have such powers and duties as the Board may assign to him. The President shall be the Chief Executive Officer of the Corporation and, in the absence of the Chairman of the Board, shall preside at all meetings of the Board and stockholders. The President 6 shall be the officer of the Corporation who has general and active responsibility for the management of the business of the Corporation, and shall be responsible for implementing all orders and resolutions of the Board of Directors. The President shall have such other powers and duties as presidents of corporations usually have or as the Board assigns to him. The other officers of the Corporation shall have such powers and duties as usually pertain to their offices, except as modified by the Board of Directors, and shall also have such powers and duties as may from time to time be conferred upon them by the Board of Directors. Section 19. The term of office of all officers shall be until the next election of directors and until their respective successors are chosen and qualified, or until they shall die or resign, but any officer may be removed from office, without cause, at any time by the Board of Directors. Vacancies in any office may be filled by the Board at any meeting. Section 20. The Board of Directors may establish a Management Committee, an Audit Committee, a Compensation Committee, a Governance Committee, a Technology Committee and such other committees of the Board as it may determine, and delegate to said committees such powers and duties as it may determine by resolution of the Board to the extent provided in the General Corporation Law of the State of Delaware (amended April 8, 1998). Section 21. The Board of Directors may select such depositaries as they shall deem proper for the funds of the Corporation. All checks and drafts against such deposited funds shall be signed and countersigned by persons to be specified by the Board of Directors. Section 22. The corporate seal of the Corporation shall be in such form as the Board of Directors shall prescribe. Section 23. Either the Board of Directors or the stockholders may alter or amend these By-laws at any meeting duly held as above provided, the notice of which includes notice of the proposed alteration or amendment. 7 EX-11 3 STATEMENT RE: COMPUTATION OF PER SHARE EARNINGS EXHIBIT 11 OGDEN CORPORATION AND SUBSIDIARIES DETAILS OF COMPUTATION AND EARNINGS PER SHARE
FOR THE THREE MONTHS ENDED MARCH 31, -------------------------------------------------------------------------------------- 1998 1997 -------------------------------------------------------------------------------------- Income Shares Per-Share Income Shares Per-Share (numerator) (Denominator) Amount (Numerator) (Denominator) Amount ----------- ----------- ----------- ----------- ----------- ----------- (In Thousands) Net income $ 11,700 $ 10,777 Less: preferred stock dividend 37 39 ----------- ----------- 11,663 50,361 $ 0.23 10,738 49,818 $ 0.22 =========== =========== Basis Earnings per Share Effect of Dilutive Securities Stock options 1,222 302 Concertible preferred stock 37 263 39 284 6% convertible debentures (A) (A) 5 3/4% convertible debentures (A) (A) ----------- ----------- ----------- ----------- ----------- ----------- Diluted Earnings per Share $ 11,700 51,846 $ 0.23 $ 10,777 50,404 $ 0.21 =========== =========== =========== =========== =========== ===========
(A) Antidulitive Note: Basic earnings per common share was computed by dividing net income, reduced by preferred stock dividend requirements, by the weighted average of the number of shares of common stock outstanding during each period. Diluted earnings per common share was computed on the assumption that all convertible debentures, convertible preferred stock, and stock options converted at the 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 4 ART. 5 FDS FOR YEAR 1998 10-K
5 1,000 3-MOS DEC-31-1998 JAN-01-1998 MAR-31-1998 108,980 0 398,353 20,562 33,282 732,397 2,569,054 625,573 3,601,249 498,630 1,925,404 0 44 25,175 534,874 3,601,249 115,822 384,875 108,739 223,603 0 243 8,596 18,899 6,709 11,700 0 0 0 11,700 0.23 0.23
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