FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1995
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-3122
Ogden Corporation
(Exact name of registrant as specified in its charter)
Delaware 13-5549268
(State or other jurisdiction of I.R.S. Employer Identification
incorporation or organization) Number)
Two Pennsylvania Plaza, New York, New York 10121
(Address or principal executive office) (Zip Code)
(212)-868-6100
(Registrant's telephone number including
area code)
Not Applicable
(Former name, former address and former
fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares outstanding of each of the issuer's classes of common
stock, as of June 30, 1995; 48,860,434 shares of Common Stock, $.50 par
value per share.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
FOR THE SIX MONTHS FOR THE THREE MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
1995 1994 1995 1994
(In Thousands of Dollars, Except per Share Data)
Service revenues $ 762,455 $ 679,159 $386,147 $349,556
Net sales 238,951 215,701 135,724 116,921
Construction revenues 41,355 112,177 17,376 61,241
Total revenues 1,042,761 1,007,037 539,247 527,718
Operating costs and expenses 623,362 528,801 319,884 269,390
Costs of goods sold 216,853 188,846 123,867 103,301
Construction costs 31,251 103,776 11,957 57,359
Selling, administrative and
general expenses 70,616 66,019 34,136 34,967
Debt service charges 55,531 50,236 29,383 25,033
Total costs and expenses 997,613 937,678 519,227 490,050
Consolidated operating income 45,148 69,359 20,020 37,668
Interest income 7,342 4,791 3,431 2,410
Interest expense (14,544) (10,834) (7,493) (5,933)
Other income (deductions)-net 116 (153) 488 (9)
Income before income taxes
and minority interests 38,062 63,163 16,446 34,136
Less: income taxes 16,747 25,897 7,236 13,996
minority interests (1,259) 4,298 (1,072) 2,500
Income before cumulative effect
of change in accounting principle 22,574 32,968 10,282 17,640
Cumulative effect of change in
accounting principle (net of
income taxes of $1,100) (1,520)
Net income $ 22,574 $ 31,448 $ 10,282 $ 17,640
EARNINGS (LOSS) PER COMMON SHARE:
Income before cumulative effect
of change in accounting principle $ .46 $ .75 $ .21 $ .40
Cumulative effect of change in
accounting principle (.03)
Total $ .46 $ .72 $ .21 $ .40
EARNINGS (LOSS) PER COMMON
SHARE-ASSUMING FULL DILUTION:
Income before cumulative effect
of change in accounting principle $ .46 $ .74 $ .21 $ .40
Cumulative effect of change in
accounting principle (.03)
Total $ .46 $ .71 $ .21 $ .40
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
JUNE 30, DECEMBER 31,
1995 1994
(In Thousands of Dollars)
ASSETS
Current Assets:
Cash and cash equivalents $ 110,913 $ 117,359
Marketable securities available for sale 17,224 86,676
Restricted funds held in trust 107,808 104,700
Receivables (less allowances: 1995,
$43,132 and 1994, $32,783) 555,448 572,039
Deferred income taxes 26,603 26,451
Other 95,692 88,672
Total current assets 913,688 995,897
Property, plant and equipment-net 1,889,273 1,884,774
Restricted funds held in trust 213,680 203,244
Unbilled service and other receivables 180,551 171,441
Unamortized contract acquisition costs 149,272 133,172
Goodwill and other intangible assets 112,364 100,416
Other assets 152,650 155,942
Total assets $ 3,611,478 $ 3,644,886
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Current portion of long-term debt $ 4,369 $ 3,483
Current portion of project debt 50,917 45,279
Dividends payable 15,267 13,637
Accounts payable 95,167 93,362
Federal income taxes payable 10,141
Accrued expenses 328,863 346,997
Total current liabilities 494,583 512,899
Long-term debt 320,816 304,393
Project debt 1,568,869 1,593,988
Deferred income taxes 280,590 281,065
Other liabilities 196,705 196,305
Minority interest 10,374 10,768
Convertible subordinated debentures 148,650 148,650
Total liabilities 3,020,587 3,048,068
SHAREHOLDERS' EQUITY 590,891 596,818
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY $ 3,611,478 $ 3,644,886
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
JUNE 30, DECEMBER 31,
1995 1994
(In Thousands of Dollars)
Serial Cumulative Convertible Preferred
Stock, par value $1.00 per share;
authorized, 4,000,000 shares:
shares outstanding: 51,000 in 1995,
54,000 in 1994 $ 51 $ 54
Common Stock, par value $.50 per share;
authorized, 80,000,000 shares:
shares outstanding: 48,860,000 in
1995, 48,777,000 in 1994 24,430 24,388
Capital Surplus 195,653 194,496
Earned Surplus 373,841 381,864
Cumulative Translation Adjustment-Net (1,264) (1,399)
Pension Liability Adjustment (441) (441)
Net Unrealized Loss on Securities Available
For Sale (1,379) (2,144)
TOTAL SHAREHOLDERS' EQUITY $ 590,891 $ 596,818
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED
JUNE 30
1995 1994
(In Thousands of Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash generated from operations $ 88,830 $ 103,960
Management of Operating Assets and Liabilities:
Decrease (Increase) in Assets:
Receivables 10,033 (21,842)
Other assets (33,817) (29,035)
Increase (Decrease) in Liabilities:
Accounts payable (11,302) (3,606)
Accrued expenses (12,036) 6,927
Other liabilities (30,031) 30,749
Net cash provided by operating
activities 11,677 87,153
CASH FLOWS FROM INVESTING ACTIVITIES:
Entities purchased, net of cash acquired (16,934) (4,768)
Proceeds from sale of marketable securities
available for sale 87,964 21,211
Purchase of marketable securities available
for sale (19,107) (31,161)
Proceeds from sale of business 12,516
Proceeds from sale of property, plant and equipment 1,537 957
Investments in waste-to-energy facilities (19,139) (45,963)
Other capital expenditures (29,337) (20,970)
Decrease (increase) in non-current receivables 324 (9,780)
Other 163
Net cash provided by (used in) investing
activities 5,308 (77,795)
CASH FLOWS FROM FINANCING ACTIVITIES:
Other new debt 15,431 1,875
Decrease in funds held in trust 1,809 30,383
Payment of debt (14,321) (9,589)
Dividends paid (28,967) (27,293)
Other 2,617 35
Net cash used by financing activities (23,431) (4,589)
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (6,446) 4,769
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 117,359 109,097
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 110,913 $ 113,866
OGDEN CORPORATION AND SUBSIDIARIES
June 30, 1995
ITEM 1 - BASIS OF PRESENTATION:
The accompanying unaudited consolidated condensed financial
statements have been prepared in accordance with the instructions
to Form 10-Q and, therefore, do not include all information and
footnotes necessary for a fair presentation of financial
position, results of operations, and cash flows in conformity
with generally accepted accounting principles. However, in the
opinion of Management, all adjustments consisting of normal
recurring accruals necessary for a fair presentation of the
operating results have been included in the statements.
The accompanying financial statements have been reclassified as
to certain amounts to conform with the 1995 presentation.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS:
Operations:
Revenues for the first six months of 1995 were $35,700,000 higher
than the comparable period of 1994 primarily due to increased
revenues of $47,600,000 in Aviation Services, reflecting the
acquisition in 1995 of four airline catering kitchens in the
Canary and Baleric Islands, an air range and pilot training
systems company, and an airline cargo operation in the U.K. in
late 1994, as well as the start up of ground service operations
in Brazil; $21,000,000 in Technology Services primarily due to
increased customer activity and new contracts in the Atlantic
Design group; $16,500,000 in Independent Power Services
reflecting the acquisition of Second Imperial Geothermal Company
(SIGC), a geothermal power plant, in the fourth quarter of 1994;
$13,500,000 in Waste-to-Energy Services chiefly associated with
the commencement of full commercial operations of the Union
County facility which was in start-up operations during the first
quarter of 1994, revenues generated at the Lee County and
Onondaga facilities, which commenced commercial operations in
December 1994 and March 1995, respectively; and $5,600,000 in
Facility Management Services reflecting new accounts and
increased customer activity. These increases were partially
offset by a decrease of $70,800,000 in construction revenues due
primarily to completion of the Union County and Lee County
facilities in May and December 1994, respectively, and from
reduced construction activity at the Montgomery County facility
as that project nears completion.
Consolidated operating income for the first six months of 1995
was $24,200,000 lower than the comparable period of 1994
primarily due to a charge of $17,100,000 taken by a unit of
Technology Services, Ogden Communications, Inc. ("OCI"). This
charge includes the write-off of receivables and related costs
recorded in connection with a project for the assembly and
installation of telecommunications equipment, as well as a
reduction in the carrying value of other inventory acquired by
this unit. Following a review of this unit, Ogden management
concluded that contracts and other documentation did not provide
a basis for recovering the full value of amounts related to the
telecommunications project and that the full value of the other
inventory acquired by this unit would not be realized.
Activities of this unit have been curtailed. Additionally,
Entertainment Services income was $4,600,000 lower chiefly
associated with lower income from the Ottawa Palladium, the late
start of the hockey and baseball spring training seasons, and
lower attendance at sporting events; Environmental Services
income was $2,000,000 lower chiefly associated with reduced
activity in the laboratory analysis group; and Waste-to-Energy
Services income (service revenues less operating costs and debt
service charges) was $3,800,000 lower primarily due to planned
turbine outages at the Detroit and Haverhill facilities, and
lower margins at the Union County facility which was in a start-
up phase in 1994 which produced higher margins, which were
partially offset by the full commercial operation of the Lee
County and Onondaga facilities. These decreases were partially
offset by increased construction income of $1,700,000 on the
Montgomery County and the Detroit facilities; and $1,100,000 in
the Independent Power group primarily due to the acquisition of
SIGC in December 1994. Selling, administrative and general
expenses for the six months ended June 30, 1995 were $4,600,000
higher than the comparable period of 1994 chiefly associated with
expenses of companies acquired in transactions accounted for as
purchases during the period July 1, 1994 through June 30, 1995
and increased overhead costs and marketing efforts related to
international markets for both the Projects and Services
segments. Debt service charges for the six months ended June 30,
1995 increased $5,300,000 over the comparable period of 1994
reflecting primarily an increase of $3,000,000 due to the
Onondaga facility being in full commercial operation during 1995
and $2,300,000 reflecting the project debt assumed as part of the
SIGC acquisition. Two interest rate swap agreements entered into
as hedges against interest rate exposure on two series of
adjustable rate project debt resulted in lower debt service
charges of $165,000 in the first six months of 1995 and
additional debt service charges of $1,000,000 in the comparable
period of 1994.
Interest income for the first six months of 1995 was $2,600,000
higher than the comparable period of 1994 primarily reflecting
interest earned on loans made in the second half of 1994.
Interest expense for the first six months of 1995 was $3,700,000
higher than the comparable period of 1994, chiefly associated
with higher interest rates on variable rate debt, higher
borrowings, and a net reduction of $1,400,000 in income received
on two interest rate swap agreements covering notional amounts of
$100,000,000 each. One swap agreement expired in March 1994.
The other swap agreement expires on December 16, 1998. These
swap agreements were entered into in order to convert Ogden's
fixed rate $100,000,000 9.25% debentures into variable rate debt.
During the first six months of 1995, Ogden paid $400,000 on the
remaining swap while in the first six months of 1994 Ogden
received $1,000,000 on the two swaps.
The effective income tax rate for the six months ended June 30,
1995 was 44% compared to a 41% rate for the comparable period of
1994. This increase of 3% in the tax rate is due primarily to
reduced investment tax credits, higher foreign tax rates and
certain non-deductible foreign losses.
Net cash flow provided by operating activities for the first six
months of 1995 was $75,500,000 lower than the comparable period
of 1994 primarily due to a net reduction in liabilities of
$37,000,000 in connection with decreased Waste-to-Energy
construction activities; $18,000,000 for payments of Federal
alternative minimum taxes; $9,600,000 for the after tax charge
in connection with OCI, discussed above, and $12,000,000 in
deferred costs relating to overseas projects being developed.
Revenues for the three months ended June 30, 1995 were
$11,500,000 higher than the comparable period of 1994, primarily
reflecting increased revenues of $26,100,000 in Aviation Services
chiefly associated with the operations of companies acquired in
late 1994 and the early part of 1995 as well as the start-up of
operations in Brazil and increased activity in European
operations; $5,900,000 in Technology Services primarily
associated with increased activity in the Atlantic Design and
Systems Engineering groups; $8,400,000 in Independent Power
Services primarily due to the acquisition of SIGC in the fourth
quarter of 1994; $6,200,000 in Waste-to-Energy Services
primarily reflecting revenues generated at the Lee County and
Onondaga facilities, which commenced commercial operations in
December 1994 and March 1995, respectively; $5,100,000 in Enter-
tainment Services primarily reflecting new contracts at Wrigley
Field and the Target Center partially offset by reduced customer
activity at other sports venues; $4,300,000 in Facility
Management Services primarily due to new contracts and increased
customer activity. These increases were partially offset by a
decrease of $43,900,000 in construction revenues due primarily to
the Lee County facility being completed in December 1994 and from
reduced activity at the Montgomery County facility as that
project nears completion.
Consolidated operating income for three months ended June 30,
1995 was $17,600,000 lower than the comparable period of 1994
primarily due to a charge of $17,100,000 taken by OCI, discussed
above; $2,900,000 in Waste-to-Energy Services income (service
revenues less operating costs and debt service charges) primarily
due to lower margins at the Union County facility which was in a
start-up phase in 1994 producing higher margins, and reduced
margins at the Hartford facility reflecting contract
renegotiations; and $1,900,000 in Entertainment Services due
primarily to lower income at the Ottawa Palladium, and lower
attendance at sporting events. These decreases were partially
offset by increased construction income of $1,500,000 on the
Montgomery County and the Detroit facilities; $1,500,000 in
Aviation Services income primarily due to increased ground
services activity in both the United States and Europe, and
$1,100,000 in Technology Services income chiefly associated with
increased activity at Atlantic Design and the Systems Engineering
group. Debt service charges increased $3,200,000 in the second
quarter of 1995 as compared to the same period in 1994 reflecting
an increase of $2,100,000 due primarily to the Onondaga facility
being in full commercial operations during 1995 and $1,100,000
reflecting the project debt assumed as part of the SIGC
acquisition. Two interest rate swap agreements entered into as
hedges against interest rate exposure on two series of adjustable
rate project debt resulted in lower debt service charges of
$150,000 in the second quarter of 1995 and additional debt
service charges of $400,000 in the second quarter of 1994.
Interest income for the three months ended June 30, 1995 was
$1,000,000 higher than the comparable period of 1994 primarily
reflecting interest earned on loans made in the second half of
1994. Interest expense for the three months ended June 30, 1995
was $1,600,000 higher than the comparable period of 1994, chiefly
associated with higher interest rates on variable rate debt,
higher borrowings, and a net reduction of $270,000 in income
received on an interest rate swap agreement covering a notional
amount of $100,000,000 expiring December 16, 1998. This swap
agreement was entered into in order to convert Ogden's fixed rate
$100,000,000 9.25% debentures to variable rate debt. During the
three months ended June 30, 1995 Ogden paid $170,000 on this swap
while in 1994 Ogden received $100,000 of income on the swap.
The effective income tax rate for the three months ended June 30,
1995 was 44% compared to a 41% rate for the comparable period of
1994. This increase of 3% in the tax rate is due primarily to
reduced investment tax credits, higher foreign tax rates and
certain non-deductible foreign losses.
Capital Investments, Commitments and Liquidity:
During the first six months of 1995, capital investments amounted
to $48,400,000 of which $19,100,000, inclusive of restricted
funds transferred from funds held in trust, was for waste-to-
energy facilities and $29,300,000 was for normal replacement and
growth in Services and Projects operations. At June 30, 1995,
capital commitments amounted to $53,900,000, which includes
commitments for equity investments (over and above restricted
funds provided by revenue bonds issued by municipalities) of
$100,000 for waste-to-energy facilities and $53,800,000 for
normal replacement, modernization, and growth in Services' and
Projects' operations.
Ogden and certain of its subsidiaries have issued or are party to
performance bonds and guarantees and related contractual
obligations undertaken mainly pursuant to agreements to construct
and operate certain waste-to-energy, entertainment, and other
facilities. In the normal course of business, they are involved
in legal proceedings in which damages and other remedies are
sought. Management doe not expect that these contractual
obligations, legal proceedings, or any other contingent
obligations incurred in the normal course of business will have a
material adverse effect on Ogden's Consolidated Financial
Statements.
During 1994, a subsidiary of the Corporation entered into a 30-
year facility management contract pursuant to which it has agreed
to advance funds to a customer, if necessary and only upon
satisfactory completion of construction of the facility, to assist
refinancing senior secured debt incurred in connection with
construction of the facility, completion of construction is
scheduled for the first quarter of 1996, and such refinancing
requirements are not expected to exceed $75,000,000 at maturity
of the senior secured debt, which is expected to be on or about
March 1, 2001. Ogden continues as guarantor of surety bonds and
letters of credit totaling approximately $19,200,000 on behalf of
International Terminal Operating Co. Inc. and guaranteed
borrowings of certain customers amounting to approximately
$22,200,000. Management does not expect that these arrangements
will have a material adverse effect on Ogden's Consolidated
Financial Statements.
Projects' waste-to-energy facilities are financed to a large
degree by revenue bonds issued by the municipalities for facility
construction. Other capital commitments and payments, if any,
required by guarantees, are expected to be satisfied from cash
flow from operations; available funds, including short-term
investments; and the Corporation's unused credit facilities to
the extent needed. At June 30, 1995, the Corporation had
$128,000,000 in cash, cash equivalents, and marketable securities
and unused revolving credit lines of $159,000,000.
Six Months Three Months
Information Concerning Ended June 30, Ended June 30,
Business Segments 1995 1994 1995 1994
(In Thousands of Dollars)
Revenues:
Services:
Aviation Services $ 236,406 $ 188,780 $123,580 $ 97,456
Entertainment Services 122,187 120,670 71,071 65,972
Environmental Services 70,215 66,827 36,718 35,919
Technology Services 113,671 92,712 54,609 48,670
Facility Management Services 180,888 175,246 91,531 87,185
Other Services 2,817 6,284 841 2,821
Total Services 726,184 650,519 378,350 338,023
Projects:
Waste-To-Energy Services 242,384 228,853 125,952 119,794
Independent Power 32,029 15,488 17,103 8,660
Water and Wastewater 809 466
Construction Activities 41,355 112,177 17,376 61,241
Total Projects 316,577 356,518 160,897 189,695
Total Revenues $1,042,761 $1,007,037 $539,247 $527,718
Income From Operations:
Services $ 9,465 $ 30,281 $ (2,081)$ 14,466
Projects 41,710 44,023 25,521 25,640
Total Income from Operations 51,175 74,304 23,440 40,106
Corporate unallocated expenses-net (5,911) (5,098) (2,932) (2,447)
Corporate interest-Net (7,202) (6,043) (4,062) (3,523)
Income Before Income Taxes and
Minority Interests $ 38,062 $ 63,163 $ 16,446 $ 34,136
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
(a) The Company is a party to various legal proceedings
involving matters arising in the ordinary course of
business. The Company does not believe that there are
any pending legal proceedings for damages against the
Company, including the legal proceeding described
below, the outcome of which would have a material
adverse effect on the Company on a consolidated basis.
In December 1993 and January 1994, individuals who had
been shareholders of American Envirotech, Inc. ("AEI"),
a company which in 1992 had been acquired in a merger
by a subsidiary of the Company, sued the Company and
several of its subsidiaries in state courts in Fort
Worth and Houston, Texas. The plaintiffs claim that
AEI's termination of its project development in 1993
breached the merger agreement, and that in connection
with the termination the Company and its subsidiaries
breached fiduciary duties and committed fraud. The
Fort Worth plaintiffs seek $37 million in actual
damages as well as significant punitive damages. Both
cases are in pre-trial proceedings. On March 2, 1995,
the Forth Worth court indicated that it would grant
plaintiffs' summary judgment motion, and find that the
defendants breached the contract. In May 1995, the
Houston state court abated the action pending there and
the Houston plaintiffs filed an application to
intervene in the Fort Worth proceeding.
The Company believes that AEI properly terminated its
contract in accordance with its terms, that it acted at
all times fairly and in compliance with its
obligations; and, based on the advice of counsel, that
it has meritorious defenses. The Company also
believes, based on the advice of counsel, that
questions of fact exist and therefore, the Forth Worth
court erred in granting summary judgement. The Company
intends to take whatever actions are necessary, at the
appropriate time, to overcome the impact of the summary
judgment ruling, and if it is successful all issues
will be tried by a jury. Otherwise the case will be
tried as to noncontractual claims and damages only.
The Company believes that plaintiffs have not been
damaged because the project could not have been
completed on a successful basis, and under the merger
agreement payments to the plaintiffs were contingent
upon successful financing and profitable operations.
The Company will vigorously defend these lawsuits and
pursue all appropriate appeal rights, if necessary. No
assurances can be given as to the ultimate outcome of
either case. (See Item 3.(a) Legal Proceedings of the
Company's Form 10-K for the fiscal year ended December
31, 1994, and Item 1. Legal Proceedings of the
Company's Form 10-Q for the quarter ended March 31,
1995).
(b) In the ordinary course of its business, Ogden's
subsidiaries ("Ogden Subsidiaries") become involved in
federal, state, and local proceedings relating to the
laws regulating the discharge of materials into the
environment and the protection of the environment.
These include proceedings for the issuance, amendment,
or renewal of the licenses and permits pursuant to
which Ogden Subsidiaries operate. Such proceedings
also include actions brought by individuals or local
governmental authorities seeking to overrule
governmental decisions on matters relating to Ogden
Subsidiaries' operations in which Ogden Subsidiaries
may be, but are not necessarily a party, and actions
commenced by individuals seeking sanctions for alleged
violations of permits under the so-called "Citizens
Suit" provisions of the environmental laws. Most
proceedings brought against Ogden Subsidiaries by
governmental authorities under these laws relate to
alleged technical violations of regulations, licenses,
or permits pursuant to which Ogden subsidiaries
operate. At June 30, 1995, Ogden Subsidiaries were
involved in such proceedings in which Ogden believes
sanctions involved may exceed $100,000 in the
aggregate. Ogden believes that such proceedings will
not have a material adverse effect on its business.
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Shareholders of Ogden
Corporation was held on May 25, 1995.
(b) Not Required
(c) Proposal 1: Election of five directors for a three
year term:
Number of votes for Withheld
R. Richard Ablon 42,514,183 772,653
Constantine G. Caras 42,525,996 760,840
Judith D. Moyers 42,565,980 720,856
Robert E. Smith 42,589,223 697,613
Abraham Zaleznik 42,536,695 750,141
3) Proposal 2: Ratification of the selection of Deloitte &
Touche LLP as independent public accounts of the
corporation and its subsidiaries for the year 1995:
For Against Abstain Broker Non-Vote
42,858,182 286,767 141,887 - 0 -
4) Proposal 3: Stockholder proposal requesting the Board
of Directors take the steps necessary to provide that
new Directors be elected annually and not by classes:
For Against Abstain Broker Non-Vote
14,229,947 21,350,184 1,192,116 6,514,589
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
2 Plan of Acquisition, Reorganization
Arrangement, Liquidation or Succession.
2.1 Agreement and Plan of Merger, dated as of
October 31, 1989, among Ogden, ERCI
Acquisition Corporation and ERC
International, Inc.*
2.2 Agreement and Plan of Merger among Ogden
Corporation, ERC International Inc., ERC
Acquisition Corporation and ERC Environmental
and Energy Services Co., Inc. dated as of
January 17, 1991.*
2.3 Amended and Restated Agreement and Plan of
Merger among Ogden Corporation, OPI
Acquisition Corporation sub. and Ogden
Projects, Inc., dated as of September 27,
1994.*
3 Articles of Incorporation and By-Laws.
3.1 Ogden's Restated Certificate of Incorporation
as amended.*
3.2 Ogden's By-Laws, as amended through June 30,
1995.
4 Instruments Defining Rights of Security
Holders.
4.1 Fiscal Agency Agreement between Ogden and
Bankers Trust Company, dated as of June 1,
1987 and Offering Memorandum dated June 12,
1987, relating to U.S. $85 million Ogden 6%
Convertible Subordinated Debentures, Due
2002.*
4.2 Fiscal Agency Agreement between Ogden and
Bankers Trust Company, dated as of October
15, 1987, and Offering Memorandum, dated
October 15, 1987, relating to U.S. $75
million Ogden 5-3/4% Convertible Subordinated
Debentures, Due 2002.*
4.3 Indenture dated as of March 1, 1992 from
Ogden Corporation to The Bank of New York,
Trustee, relating to Ogden's $100 million
debt offering.*
10 Material Contracts
10.1 Credit Agreement by and among Ogden, The Bank
of New York, as Agent and the signatory
Lenders thereto dated as of September 20,
1993.*
10.2 Stock Purchase Agreement dated May 31, 1988,
between Ogden and Ogden Projects, Inc.*
10.3 Tax Sharing Agreement, dated January 1, 1989
between Ogden, Ogden Projects, Inc. and
subsi-diaries and Ogden Financial Services,
Inc. and subsidiaries.*
10.4 Stock Purchase Option Agreement, dated June
14, 1989, between Ogden and Ogden Projects,
Inc. as amended on November 16, 1989.*
10.5 Preferred Stock Purchase Agreement, dated
July 7, 1989, between Ogden Financial
Services, Inc. and Image Data Corporation.*
10.6 Rights Agreement between Ogden Corporation
and Manufacturers Hanover Trust Company,
dated as of September 20, 1990.*
10.7 Executive Compensation Plans and Agreements.
(a) Ogden Corporation 1986 Stock Option
Plan.*
(b) Ogden Corporation 1990 Stock Option
Plan.*
(i) Ogden Corporation 1990 Stock Option
Plan as Amended and Restated as of
January 19, 1994.*
(c) Ogden Services Corporation Executive
Pension Plan.*
(d) Ogden Services Corporation Select
Savings Plan.*
(i) Ogden Services Corporation Select
Savings Plan Amendment and Restate-
ment as of January 1, 1995.*
(e) Ogden Services Corporation Select
Savings Plan Trust.*
(i) Ogden Services Corporation Select
Savings Plan Trust Amendment and
Restatement as of January 1, 1995.*
(f) Ogden Services Corporation Executive
Pension Plan Trust.*
(g) Changes effected to the Ogden Profit
Sharing Plan effective January 1, 1990.*
(h) Employment Letter Agreement between
Ogden and an executive officer dated
January 30, 1990.*
(i) Employment Agreement between R. Richard
Ablon and Ogden dated as of May 24,
1990.*
(i) Letter Amendment to Employment
Agree-ment between Ogden
Corporation and R. Richard Ablon,
dated as of October 11, 1991.*
(j) Employment Agreement between Ogden and
C.G. Caras dated as of July 2, 1990.*
(i) Letter Amendment to Employment
Agreement between Ogden Corporation
and C.G. Caras, dated as of October
11, 1990.*
(k) Employment Agreement between Ogden and
Philip G. Husby, dated as of July 2,
1990.*
(l) Termination Letter Agreement between
Maria P. Monet and Ogden dated as of
October 22, 1990.*
(m) Letter Agreement between Ogden Cor-
poration and Ogden's Chairman of the
Board, dated as of January 16, 1992.*
(n) Employment Agreement between Ogden
Corporation and Ogden's Chief Accounting
Officer dated as of December 18, 1991.*
(o) Employment Agreement between Scott G.
Mackin and Ogden Projects, Inc. dated as
of January 1, 1994.*
(p) Ogden Corporation Profit Sharing Plan.*
(i) Ogden Profit Sharing Plan as
amended and restated January 1,
1991 and as in effect through
January 1, 1993.*
(ii) Ogden Profit Sharing Plan as
amended and restated effective as
of January 1, 1995.*
(q) Ogden Corporation Core Executive Benefit
Program.*
(r) Ogden Projects Pension Plan.*
(s) Ogden Projects Profit Sharing Plan.*
(t) Ogden Projects Supplemental Pension and
Profit Sharing Plans.*
(u) Ogden Projects Employees' Stock Option
Plan.*
(i) Amendment dated as of December 29,
1994, to the Ogden Projects
Employees' Stock Option Plan.*
(v) Ogden Projects Core Executive Benefit
Program.*
(w) Ogden Corporation CEO Formula Bonus
Plan.*
(x) Form of amendments to the Ogden
Projects, Inc. Pension Plan and Profit
Sharing Plans effective as of January 1,
1994.*
(i) Form of amended Ogden Projects
Profit Sharing Plan effective as of
January 1, 1994 and incorporated
herein by reference.*
(ii) Form of amended Ogden Projects
Pension Plan, effective as of
January 1, 1994 and incorporated
herein by reference.*
10.8 First Amended and Restated Ogden
Corporation Guaranty Agreement made as
of January 30, 1992 by Ogden Corporation
for the benefit of Mission Funding Zeta
and Pitney Bowes Credit Corporation.*
10.9 Ogden Corporation Guaranty Agreement
made as of January 30, 1992 by Ogden
Corporation for the benefit of Allstate
Insurance Company and Ogden Martin
Systems of Huntington Resource Recovery
Nine Corp.*
11 Detail of Computation of Earnings appli-
cable to Common Stock.
27 Financial Data Schedule (EDGAR Filing
Only).
* Incorporated by reference as set forth in the Exhibit Index
of this Form 10-Q.
(b) Reports on Form 8-K -- on June 27, 1995 Ogden filed a
Form 8-K Current Report pursuant to its announcement on
June 21, 1995 that a unit of Ogden will take an after-
tax charge in the range of $8 to $10 million, or $.16
to $.20 per share during the second quarter ending June
30, 1995.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly
authorized.
OGDEN CORPORATION
(Registrant)
Date: August 10, 1995 By: /S/ Philip G. Husby
Philip G. Husby
Senior Vice President and
Chief Financial Officer
Date: August 10, 1995 By: /S/ Robert M. DiGia
Robert M. DiGia
Vice President,
Controller and Chief
Accounting Officer