SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): March 14, 2001
Covanta Energy Corporation
(formerly named Ogden Corporation)
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-3122 13-5549268
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(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
40 Lane Road, Fairfield, New Jersey 07004
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (973) 882-9000
Ogden Corporation -- Two Pennsylvania Plaza, New York, New York 10121
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On March 14, 2001, Covanta Energy Corporation issued a press release,
announcing that Covanta Energy Corporation's name change is complete and that
its stock is now trading under the symbol "COV" on the New York Stock Exchange,
a copy of which is attached hereto as Exhibit A.
On March 15, 2001, Covanta Energy Corporation issued a press release,
announcing that Covanta Energy Corporation has closed a master credit facility
with its credit providers, a copy of which is attached hereto as Exhibit B.
A copy of a summary term sheet of the master credit facility entered
into March 14, 2001 by Covanta Energy Corporation and its credit providers is
attached hereto as Exhibit C.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(a) Financial Statements of business acquired: Not applicable.
(b) Pro forma financial information: Not applicable.
(c) Exhibits: Not applicable.
SIGNATURES
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereto duly authorized.
Date: March 15, 2001
COVANTA ENERGY CORPORATION
By:
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Name: Scott G. Mackin
Title: President and Chief Executive Officer
Exhibit A
COVANTA logo
FOR IMMEDIATE RELEASE
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Ogden Corporation COMPLETES NAME CHANGE to
Covanta Energy Corporation
-- Company's Stock Trading under NYSE Ticker "COV"--
NEW YORK, March 14, 2001 - Reflecting the Company's transformation to a
pure-play energy company, Covanta Energy Corporation (NYSE: COV), formerly known
as Ogden Corporation, announced today that the Company's name change is now
complete. Effective today, the Company's stock is now trading under the ticker
symbol "COV" on the New York Stock Exchange.
To commemorate the event, Covanta Chairman George L. Farr and President and
Chief Executive Officer Scott G. Mackin will ring the opening bell at the New
York Stock Exchange this morning. Video footage of the bell ringing ceremony,
the stock's ceremonial first trade under the new ticker symbol and an interview
with Mr. Mackin will be available to news outlets via fiber line (Waterfront
#1630) and satellite (Telstar 6, Transponder 4, C-Band). The opening bell
ceremony will be available starting at 9:25 a.m. ET. The full package will be
available from 2:30 to 2:45 p.m. ET and again following the closing bell feed at
3:55 p.m ET.
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Covanta Energy Corporation is an internationally recognized developer, owner and
operator of independent power projects and related infrastructure. The Company's
independent power business develops, structures, owns, operates and maintains
projects that generate power for sale to utilities and industrial users
worldwide. Its waste-to-energy facilities convert municipal solid waste into
energy for numerous communities, predominantly in the United States. The Company
also offers single-source design/build/operate capabilities for water and
wastewater treatment infrastructures. Additional information about Covanta
Energy can be obtained via the Internet at www.covantaenergy.com, or through the
Company's automated information system at 1-866-Covanta (866-268-2682).
Contacts: Investor Relations:
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Louis W. Walters, 973-882-7260
Media Relations:
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Eric Berman, Adam Weiner, David Lilly
Kekst & Company, 212-521-4800
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Exhibit B
COVANTA logo
FOR IMMEDIATE RELEASE
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COVANTA ENERGY CLOSES MASTER CREDIT FACILITY
NEW YORK, MARCH 15, 2001 - Covanta Energy Corporation (NYSE: COV) today
announced that it has closed a master credit facility with its credit providers.
Bank of America, N.A. and Deutsche Bank AG, New York Branch, are the co-agents
of the facility.
As announced last week, the Company, formerly known as Ogden Corporation, has
changed its corporate name to Covanta Energy Corporation, effective yesterday.
The Company's new ticker symbol on the New York Stock Exchange is "COV".
"We are pleased to have reached agreement with our lenders on a master credit
facility. This facility is an important step forward and provides Covanta Energy
with the financial flexibility to complete our restructuring efforts, maintain
our current energy portfolio and continue to grow our energy business," said
Scott G. Mackin, President and Chief Executive Officer of Covanta Energy
Corporation. "Following the completion of our non-core asset sales process, we
expect to replace this facility with one structured to support Covanta Energy's
long-term growth plans as a pure play energy company."
The new facility, which matures May 31, 2002, is secured and includes a
revolving credit facility of approximately $146 million and coordinates the
administration of the Company's existing credit facilities. This master facility
provides for continued investment in existing and new energy projects, which
could approximate up to $100 million in 2001. These investments include
continued funding for projects under construction, the Three Mountain Power
Project currently being permitted in California, other plant-related
expenditures and funding for additional projects currently under evaluation.
Covanta Energy's ability to make investments in new energy projects is subject
to certain conditions, including meeting minimum cashflow requirements, which
includes the sale of non-core assets. Under the terms of the agreement, Covanta
Energy repaid approximately $146 million of outstanding indebtedness, which is
the amount that has been on its balance sheet under the heading "Restricted
Cash-Intended to Repay Debt" on the closing date of the master facility.
The Company does not expect the completion of the facility to affect its
previously announced projection of $115 million in recurring base earnings
before interest and taxes (EBIT) for 2001.
* * *
Covanta Energy Corporation is an internationally recognized developer, owner and
operator of independent power projects and related infrastructure. The Company's
independent power business develops, structures, owns, operates and maintains
projects that generate power for sale to utilities and industrial users
worldwide. Its waste-to-energy facilities convert municipal solid waste into
energy for numerous communities, predominantly in the United States. The Company
also offers single-source design/build/operate capabilities for water and
wastewater treatment infrastructures. Additional information about Covanta
Energy can be obtained via the Internet at www.covantaenergy.com, or through the
Company's automated information system at 1-866-Covanta (866-268-2682).
Certain statements included in this news release are forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Forward-looking statements above
include, but are not limited to, expected earnings and future financial
performance. Although Covanta Energy believes that its expectations are
reasonable, it can give no assurance that these expectations will prove to have
been correct. Factors that could cause Covanta Energy's actual results to differ
materially from those contemplated in the forward-looking statements above
include, among others, the following:
-- Economic, capital market and other business conditions effecting power
generation enterprises specifically and commerce generally including interest,
inflation and exchange rates; weather conditions; creditworthiness of customers
and suppliers, changes in fuel costs and supply; unscheduled outages;
environmental incidents; electric transmission restraints; and risks and
uncertainties associated with the recently deregulated energy industry;
-- Trade, monetary, fiscal, taxation, energy regulation and environmental
policies of governments, agencies and similar organizations in geographic areas
where Covanta Energy has a financial interest;
-- Financial or regulatory accounting principles or policies imposed by the
Financial Accounting Standards Board, the Securities and Exchange Commission,
the Federal Energy Regulatory Commission and similar entities with regulatory
oversight, including without limitation the impact of newly adopted FASB 133
relating to accounting for derivatives which will be effective beginning January
1, 2001. The impact of FASB 133 will vary between accounting periods based on
changes in pricing of various items bought and sold by the Company.
-- Cost and other effects of legal and administrative proceedings,
settlements, investigations and claims;
-- Limitations on Covanta Energy's ability to control the development or
operation of projects in which Covanta Energy has less than 100% interest;
-- The lack of operating history at development projects provides only a
limited basis for management to project the results of future operations;
-- Risks associated with timely completion of development projects, including
obtaining competitive contracts, obtaining regulatory and permitting approvals,
local opposition, and construction delays;
-- Factors associated with operating in foreign countries, including
political instability and risk of war, expropriation and nationalization,
renegotiation or nullification of existing contracts; changes in law; and the
ability to convert foreign currency into United States dollars;
-- Factors which would affect the performance of the Company's remaining
assets and liabilities relating to the aviation and entertainment businesses,
including the demand for its fueling services, utilization of the Corel and
Anaheim arenas and indemnity and other claims relating to disposed of
operations.
-- Other business or investment considerations that may be disclosed from
time to time in Covanta Energy's Securities and Exchange Commission filings or
in other publicly disseminated written documents.
Covanta Energy undertakes no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
The foregoing review of factors that could cause Covanta Energy's actual results
to differ materially from those contemplated in the forward-looking statements
included in this news release should not be construed as exhaustive. For more
information regarding these risks and uncertainties, review Covanta Energy's
filings with the Securities and Exchange Commission.
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Contacts: Investor Relations:
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Louis M. Walters, 973-882-7260
Media Relations:
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Eric Berman, Adam Weiner, David Lilly
Kekst & Company, 212-521-4800
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Exhibit C
SUMMARY TERM SHEET
The following is a summary and highlights information including the
principal financial terms of the Revolving Credit and Participation Agreement,
dated as of March 14, 2001, among Covanta Energy Corporation and certain of its
subsidiaries, as Borrowers, the lenders listed therein, Bank of America, N.A.,
as administrative agent, co-arranger and co-book runner, and Deutsche Bank AG,
New York Branch, as documentation agent, co-arranger and co-book runner. It is
not complete and is qualified in its entirety by the more detailed information
set out in that agreement.
I. POOLING FACILITY
OVERVIEW
Facility Approximately $146 million new revolving
credit facility (the "New RCF") and
coverage for letter of credit exposure
principally in connection with various
Energy facilities (the "Pooled
Facility").
Excluded Facilities Letter of credit exposure related to
Entertainment facilities slated for sale
will be excluded (the "Opt-Out
Facilities") from the Pooled Facility
and provided directly by the current
credit providers. Certain matters
related to the administration of these
facilities will be coordinated with the
Pooled Facility.
Debt Repayments at Closing Approximately $146 million comprising
the currently funded pooled debt, will
be repaid at closing from the proceeds
of the pending and completed asset
sales.
Post Closing Pooled Commitments All Pooled Lenders will ratably
participate in:
(1) the New RCF, and
(2) letters of credit in the Pooled
Facility (the "Pooled Letters of
Credit").
Collateral The New RCF, the Pooled Facility and the
Opt-Out Facilities will be secured. The
collateral will be shared with the
Company's 9.25% Debentures to the extent
required thereby.
Mandatory Prepayments Subject to certain exceptions, the
Company will pay down any funded debt
that may be outstanding from time to
time with the proceeds from asset sales,
equity issuances, corporate debt
issuances and stated other sources.
Fees Closing Date Fees:
-Pooled Lenders and opt-out Class A
DPS Lenders: 3/8%.
-All other Opt-Out Lenders: 3/4%.
Pooled Lenders' First Anniversary Fee:
2% on aggregate exposure, if any, under
the New RCF and Pooled Facility.
Pooled Lenders' Exit Fee: 3% of average
aggregate exposure under the New RCF and
Pooled Facility for prior 90 days but
not less than $10,000,000.
Maturity Date May 31, 2002.
II. NEW REVOLVING CREDIT
FACILITY
Commitment Fee 0.75% on the unused New RCF commitments.
Interest Rates Base Rate plus .5%; or
Eurodollar Rate plus 2.75%.
Default Rate 2% in excess of the applicable rate.
Use of Facility For general liquidity needs including
permitted new investments.
III. POOLED FACILITY -
LETTERS OF
CREDIT
Facility Pooled facility to cover existing
letters of credit.
LOC Fees 2.75% for standby Pooled Letters of
Credit.
2.375% for performance Pooled Letters of
Credit less, in each case, a fronting
fee for the issuing bank.
Expiration Dates The expiration of each Pooled Letter of
Credit may be extended to May 31, 2002.
IV. GENERAL TERMS
Voluntary Prepayment and Commitment At any time, without premium or penalty,
Reductions subject to payment of breakage costs.
Covenants Covenants include:
o Limitations on debt, investments,
liens and dividends.
o Requirements to meet stated net worth
levels and leverage and coverage
ratios.
o Requirements relating to cash
management.