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, 1997
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, 1997; 49,983,052 shares of Common Stock, $.50 par value
per share.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED
MARCH 31,
--------------------------
1997 1996
---------- ----------
(In Thousands of Dollars,
Except per Share Data)
Service revenues $ 280,544 $ 381,856
Net sales 134,285 138,655
Construction revenues 161
Net gain on sale of businesses 12,225
--------- ---------
Total revenues 427,054 520,672
--------- ---------
Operating costs and expenses 224,749 316,166
Costs of goods sold 124,992 122,311
Construction costs 138
Selling, administrative and general
expenses 28,681 34,405
Debt service charges 27,039 28,305
--------- ---------
Total costs and expenses 405,461 501,325
--------- ---------
Consolidated operating income 21,593 19,347
Equity in net income of investees and
joint ventures 840 328
Interest income 4,259 3,029
Interest expense (6,627) (7,521)
Other income (deductions)-net (483) 16
--------- ---------
Income before income taxes and
minority interests 19,582 15,199
Less: income taxes 8,420 6,384
minority interests 385 (473)
--------- ---------
Net income $ 10,777 $ 9,288
========= =========
EARNINGS PER COMMON SHARE $ .22 $ .19
========= =========
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
MARCH 31, DECEMBER 31,
1997 1996
----------- -----------
(In Thousands of Dollars)
ASSETS
- ------
Current Assets:
Cash and cash equivalents $ 191,655 $ 140,824
Restricted funds held in trust 104,426 101,326
Receivables (less allowances: 1997,
$38,247 and 1996, $38,275) 428,819 503,424
Inventories 60,363 56,566
Deferred income taxes 31,434 31,434
Other 54,634 52,598
----------- -----------
Total current assets 871,331 886,172
Property, plant and equipment-net 1,851,695 1,851,304
Restricted funds held in trust 210,342 209,485
Unbilled service and other receivables
(less allowances: 1997 and 1996, $6,000) 218,999 218,422
Unamortized contract acquisition costs 137,494 138,777
Goodwill and other intangible assets 77,980 81,555
Other assets 207,202 211,817
----------- -----------
Total Assets $ 3,575,043 $ 3,597,532
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
Liabilities:
Current liabilities:
Current portion of long-term debt $ 6,228 $ 3,560
Current portion of project debt 62,910 60,966
Dividends payable 15,600 15,547
Accounts payable 116,223 104,978
Federal and foreign income taxes payabe 4,776 7,648
Accrued expenses, etc 277,435 302,597
Deferred income 43,399 46,228
----------- -----------
Total current liabilities 526,571 541,524
Long-term debt 325,775 309,377
Project debt 1,480,441 1,500,690
Deferred income taxes 328,312 325,925
Other liabilities 212,159 212,538
Minority interests 6,747 7,903
Convertible subordinated debentures 148,650 148,650
----------- -----------
Total liabilities 3,028,655 3,046,607
----------- -----------
Shareholders' Equity:
Serial cumulative convertible preferred
stock, par value $1.00 per share;
authorized 4,000,000 shares; shares
outstanding: 46,556 in 1997 and
47,689 in 1996, net of treasury
shares of 29,820 in 1997 and 1996,
respectively 47 48
Common stock, par value $.50 per share;
authorized, 80,000,000 shares; shares out-
standing: 49,983,052 in 1997 and 49,744,527
in 1996, net of treasury shares of 3,407,123
and 3,606,123 in 1997 and 1996, respectively 24,992 24,872
Capital surplus 206,170 202,162
Earned surplus 325,441 330,302
Cumulative translation adjustment-net (9,566) (5,768)
Pension liability adjustment (565) (565)
Net unrealized loss on securities
available for sale (131) (126)
----------- -----------
Total Shareholders' Equity 546,388 550,925
----------- -----------
Total Liabilities and Shareholders' Equity $ 3,575,043 $ 3,597,532
=========== ===========
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
Three Months Ended Year Ended
March 31, 1997 December 31, 1996
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 77,509 $78 79,289 $80
Shares converted into common stock (1,133) (1) (1,780) (2)
--------------------- ----------------------
Total 76,376 77 77,509 78
Treasury shares (29,820) (30) (29,820) (30)
--------------------- ----------------------
Balance at end of period (aggregate
involuntary liquidation value - 1997
$938,100) 46,556 47 47,689 48
--------------------- ----------------------
Common Stock, Par Value $.50 Per Share;
Authorized, 80,000,000 Shares:
Balance at beginning of period 53,350,650 26,675 53,202,904 26,602
Exercise of stock options, less common
stock utilized 32,760 17 137,134 68
Conversion of preferred shares 6,765 3 10,612 5
--------------------- ----------------------
Total 53,390,175 26,695 53,350,650 26,675
--------------------- ----------------------
Treasury shares at beginning of period 3,606,123 1,803 3,735,123 1,868
Exercise of stock options (199,000) (100) (129,000) (65)
--------------------- ----------------------
Treasury shares at end of period 3,407,123 1,703 3,606,123 1,803
--------------------- ----------------------
Balance at end of period 49,983,052 24,992 49,744,527 24,872
--------------------- ----------------------
Capital Surplus:
Balance at beginning of period 202,162 197,921
Exercise of stock options, less common
stock utilized 4,010 4,244
Conversion of preferred shares (2) (3)
--------- ---------
Balance at end of period 206,170 202,162
--------- ---------
Earned Surplus:
Balance at beginning of period 330,302 328,047
Net income 10,777 64,534
--------- ---------
Total 341,079 392,581
--------- ---------
Preferred dividends-per share 1997,
$.8376, 1996, $3.35 39 161
Common dividends-per share 1997, $.3125,
1996, $1.25 15,599 62,118
--------- ---------
Total Dividends 15,638 62,279
--------- ---------
Balance at end of period 325,441 330,302
--------- ---------
Cumulative Translation Adjustment-Net (9,566) (5,768)
--------- ---------
Pension Liability Adjustment (565) (565)
--------- ---------
Net Unrealized Loss on Securities
Available For Sale (131) (126)
--------- ---------
TOTAL SHAREHOLDERS' EQUITY $ 546,388 $ 550,925
========= =========
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED
MARCH 31,
--------------------------
1997 1996
--------------------------
(In Thousands of Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash generated from operations $ 29,100 $ 40,160
Management of Operating Assets and Liabilities:
Decrease (Increase) in Assets:
Receivables 70,409 6,547
Inventory (3,649) (5,692)
Other assets 4,122 (6,960)
Increase (Decrease) in Liabilities:
Accounts payable 11,246 (10,681)
Accrued expenses (25,357) 7,290
Other liabilities (10,747) (19,475)
--------- --------
Net cash provided by operating
activities 75,124 11,189
--------- --------
CASH FLOWS FROM INVESTING ACTIVITIES
Entities purchased, net of cash acquired (7,259)
Proceeds from sale of marketable securities
available for sale 13,158
Proceeds from sale of businesses 30,500 8,500
Proceeds from sale of property, plant and equipment 1,384 1,084
Investments in energy facilities (5,982) (5,372)
Other capital expenditures (17,731) (8,208)
Decrease (increase) in other receivable 1,040 (6,742)
Other (17,499) (3,297)
--------- --------
Net cash used in investing activities (8,288) (8,136)
--------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Other new debt 19,489 25,207
Decrease (Increase) in funds held in trust (3,954) 2,551
Payment of debt (18,720) (17,539)
Dividends paid (15,585) (15,333)
Other 2,765 2,045
--------- --------
Net cash used in financing
activities (16,005) (3,069)
--------- --------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS 50,831 (16)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 140,824 96,782
--------- --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 191,655 $ 96,766
========= ========
OGDEN CORPORATION AND SUBSIDIARIES
MARCH 31, 1997
ITEM 1 - BASIS OF PRESENTATON
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 1997 presentation.
The Financial Accounting Standards Board issued "Statement of Financial
Accounting Standards (SFAS) No. 128 "Earnings per Share" which is effective for
financial statements issued for periods after December 15, 1997. The effect of
adopting this statement would not have a significant effect on Ogden's earnings
per share.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
Ogden has elected to change the reporting of its Business Segments as of January
1, 1997 and has restated its 1996 presentation to conform to this revised
Segment reporting. Two of Ogden's core businesses formerly reported as part of
the Services segment - Entertainment and Aviation - have been designated as
separate business segments. All other operations formerly in the Services
segment, mainly the Facility Management and Technology groups were transferred
to the Other segment except the Facility Management operations at Ogden's
Waste-to-Energy plants and its Environmental business which have been
transferred to the Energy Segment. Non-core businesses scheduled for disposition
are included in an Other group.
Revenues and income from operations (expressed in thousands of dollars) by
segment for the three months ended March 31, 1997 and 1996, were as follows:
1997 1996
-------------------------
Revenues:
Entertainment $ 79,831 $ 76,537
Aviation 100,478 102,596
Energy 165,314 163,752
Other 81,431 177,787
--------- ---------
Total Revenues $ 427,054 $ 520,672
========= =========
Income from Operations:
Entertainment $ 3,398 $ 3,855
Aviation 6,071 2,224
Energy 10,708 11,615
Other 7,053 7,520
--------- ---------
Total Income from Operations 27,230 25,214
Equity in net income (loss) of
investees and joint ventures:
Entertainment (547) (574)
Aviation 1,018 391
Energy 236 (270)
Other 133 781
--------- ---------
Total 28,070 25,542
Corporate unallocated expenses-net (6,120) (5,851)
Corporate interest-net (2,368) (4,492)
--------- ---------
Income Before Income Taxes and
Minority Interest $ 19,582 $ 15,199
========= =========
The Entertainment segment consists principally of interests in themed
attractions; live theater; concerts; gaming; large format theaters and films;
performing artist management; recorded music and video development; food,
beverage and novelty concession operations; and facility management at arenas,
stadiums, amphitheaters civic/convention centers and other recreational
facilities. These services are provided to a wide variety of public and private
facilities including stadiums, convention and exposition centers, arenas, parks,
amphitheaters, and fairgrounds located in the United States, Mexico, Canada,
Argentina, Germany, Australia, Spain and the United Kingdom. Entertainment also
operates a racetrack and five off-track betting parlors in Illinois.
The Aviation Segment provides specialized support services to airlines at
locations throughout the United States, Canada, Europe, Latin America and the
Pacific Rim. The specialized support services provided by this group include
comprehensive ground handling, ramp, passenger, cargo and warehouse, aviation
fueling and in-flight catering services. These services are performed through
joint ventures, consortiums, contracts with individual airlines, consolidated
agreements with several airlines, and contracts with various airport
authorities.
The operations of Ogden's Energy segment are conducted by Ogden Energy Group,
Inc. through four principal business groups: independent power, waste-to-energy,
water and waste water and environmental consulting and engineering (collectively
the "Energy Group").
Operations:
Revenues for the first three months of 1997 were $93,600,000 lower than the
comparable period of 1996. The Entertainment segment revenues increased
$3,300,000 chiefly associated with the acquisition of Florida Leisure in 1996,
and the start up of operations in Germany and Aruba. The Aviation segment
revenues were $2,000,000 lower reflecting reduced activity in catering and
customer ground services operations resulting from the sale of the Miami
inflight catering business in January 1997, partially offset by the gains on the
sale of such inflight catering operations and certain other ground services
operations in the first quarter of 1997. The Energy segment revenues increased
$1,600,000 primarily due to increased activity at certain Waste-to-Energy
facilities and in the Independent Power group reflecting the commencement of
operations at the Edison Bataan facility and increased activity at two other
independent power units partially offset by a reduction in Environmental
Services revenues due to reduced customer activity in the United States and
Spain. Other segment revenues declined $96,000,000 reflecting revenues of
businesses sold during 1996, namely, Facility operations outside of New York
City; and the sale of W. J. Schafer Associates and Ogden Professional Services,
formerly in the Technology Group, which reductions in revenues were partially
offset by the gain on the sale of the Corporation's 50% equity investment in the
Universal Ogden joint venture.
Consolidated operating income for the first three months of 1997 was $2,250,000
higher than the comparable period of 1996. Entertainment segment income from
operations declined $450,000. Aviation segment income from operations increased
$3,800,000 chiefly associated with the sale of the Miami inflight catering
operations and certain ground services operations which were partially offset by
reduced activity in the catering and ground services operations. The Energy
segment income from operations was $900,000 lower primarily reflecting
increased maintenance and overhaul costs in the Waste-to-Energy group and
reduced customer activity and increased marketing costs in the Environmental
group. Other segment income from operations declined $500,000 chiefly associated
with the businesses sold in 1996 and lower income at Atlantic Design chiefly due
to reduced activity in its overseas operations partially offset by the gain on
the sale of the corporation's 50% equity interest in the Universal Ogden joint
venture.
Energy 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 $236,000 and $246,000 in the first
quarter of 1997 and 1996, respectively.
Equity in net income of investees and joint ventures for the first quarter of
1997 was $500,000 higher than the comparable period in 1996 chiefly associated
with increased activity in Aviation's Macau joint venture and Energy's joint
venture operations in Bolivia and California partially offset by reduced income
associated with the sale of the Ogden Universal joint venture.
Interest income for the first quarter of 1997 was $1,200,000 higher than the
comparable period of 1996 primarily reflecting interest earned on higher cash
and cash equivalents as well as interest earned on notes received in connection
with the sale of operations in 1996. Interest expense was $894,000 lower
primarily reflecting reduced borrowings. Ogden has two interest rate swap
agreement covering notional amounts of $100,000,000 and $5,900,000,
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 November
20, 2000, and was entered into in order to convert Ogden's $5,900,000 variable
rate debt to a fixed rate. During the first three months of 1997, Ogden paid
$30,000 on these swap agreements, and in the first quarter of 1996 Ogden
received $30,000 on these swap agreements. The effective income tax rate for the
three months ended March 31, 1997 was 43% compared with 42% for the comparable
period of 1996.
Capital Investments and Commitments: During the first three months of 1997,
capital investments amounted to $23,700,000, of which $6,000,000, inclusive of
restricted funds transferred from funds held in trust, was for Energy
(principally Independent Power) facilities and $17,700,000 was for normal
replacement and growth in Entertainment, Aviation and Energy's operations.
At March 31, 1997, capital commitments amounted to $136,100,000, which included
$81,000,000 for normal replacement, modernization, and growth in Entertainment
($60,100,000), Aviation ($7,200,000) and Energy ($13,700,000) operations. Also
included was $55,100,000 for Energy's
coal-fired power project in The Philippines reflecting $35,700,000 for 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 mandatory equity contribution has been provided by
a bank credit facility, which must be repaid in December 2001. Ogden also has a
contingent equity contribution amounting to approximately $5,000,000 in
connection with an Entertainment joint venture. In addition, compliance with
standards and guidelines under the Clean Air Act Amendments of 1990 may require
further Energy capital expenditures of $30,000,000 during the next four to five
years.
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 including,
if necessary, to assist the customers' refinancing of senior secured debt
incurred in connection with the construction of the facility. To facilitate
refinancing this senior secured debt, on April 1, 1997 Ogden purchased all such
senior secured debt amounting to $92,000,000. Ogden expects that such debt will
be sold to a third party during 1997 although Ogden is expected to retain an
obligation to purchase such senior secured debt at the end of March 2000 if the
debt is not refinanced prior to that time, which obligation is expected to be
collateralized by bank letters of credit. In addition, at March 31, 1997, the
Corporation has guaranteed indebtedness of $16,100,000 of an affiliate and
principal tenant of this customer, which is due in September 1997. Ogden
continues as guarantor of surety bonds and letters of credit totaling
approximately $15,100,000 on behalf of International Terminal Operating Co. Inc.
and has guaranteed borrowings of certain customers amounting to approximately
$26,400,000 as well as $10,500,000 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.
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 also
are involved in legal proceedings in which damages and other remedies are
sought. Management does not expect that these contractual obligations, legal
proceedings, or any other contingent obligations incurred in the normal course
of business will have a material adverse effect on Ogden's Consolidated
Financial Statements.
Liquidity/Cash Flow - Net cash provided from operating activities for the first
quarter of 1997 was $63,900,000 higher than the comparable period of 1996
primarily reflecting a decrease of $63,800,000 in accounts receivable
principally relating to businesses disposed of in
1996. Net cash used in investing activities was relatively flat. Net cash used
in financing activities was $12,900,000 higher chiefly because of a reduction of
$6,500,000 from funds held in trust in the Energy group; a decrease in other new
debt of $5,700,000 and an increase in debt payments of $1,200,000.
Exclusive of changes in Energy facility construction activities, the
Corporation's various 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; and the Corporation's unused credit facilities to the extend
needed.
At March 31, 1997, the Corporation had $191,655,000 in cash and cash equivalents
and unused revolving credit lines of $214,100,000.
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, the outcome of which would have a
material adverse effect on the Company on a consolidated basis.
(b) Environmental Matters
The Company conducts regular inquiries of its subsidiaries regarding
litigation and environmental violations which include determining the nature,
amount and likelihood of liability for any such claims, potential claims or
threatened litigation.
In the ordinary course of its business, the Company may become
involved in Federal, state, and local proceedings relating to the laws
regulating the discharge of materials into the environment and the protection of
the environment. These include proceedings for the issuance, amendment, or
renewal of the licenses and permits pursuant to which a Company subsidiary
operates. Such proceedings also include actions brought by individuals or local
governmental authorities seeking to overrule governmental decisions on matters
relating to the subsidiaries' operations in which the subsidiary may be, but is
not necessarily, a party. Most proceedings brought against the Company by
governmental authorities or private parties under these laws relate to alleged
technical violations of regulations, licenses, or permits pursuant to which a
subsidiary operates. The Company believes that such proceedings will not have a
material adverse effect on the Company on a consolidated basis.
The Company's operations are subject to various Federal, state and
local environmental laws and regulations, including the Clean Air Act, the Clean
Water Act, the Comprehensive Environmental Response Compensation and Liability
Act (CERCLA) and Resource Conservation and Recovery Act (RCRA). Although the
Company operations are occasionally subject to proceedings and orders pertaining
to emissions into the environment and other environmental violations, the
Company believes that it is in substantial compliance with existing
environmental laws and regulations.
In connection with certain previously divested operations, the
Company may be identified, along with other entities, as being among potentially
responsible parties responsible for contribution for costs associated with the
correction and remediation of environmental conditions at various
hazardous waste disposal sites subject to CERCLA. In certain instances the
Company may be exposed to joint and several liability for remedial action or
damages. The Company's ultimate liability in connection with such environmental
claims will depend on many factors, including its volumetric share of waste, the
total cost of remediation, the financial viability of other companies that also
sent waste to a given site and its contractual arrangement with the purchaser of
such operations.
The potential costs related to such matters and the possible impact
on future operations are uncertain due in part to the complexity of government
laws and regulations and their interpretations, the varying costs and
effectiveness of cleanup technologies, the uncertain level of insurance or other
types of recovery, and the questionable level of the Company's responsibility.
Although the ultimate outcome and expense of environmental remediation is
uncertain, the Company believes that required remediation and continuing
compliance with environmental laws will not have a material adverse effect on
the Company on a consolidated basis.
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
2 Plan of Acquisition, Reorganization Arrangement, Liquidation
or Succession.
2.1 Agreement and Plan of Merger, dated as of October 31, 1989,
among Ogden, ERCI Acquisition Corporation and ERC
International, Inc.*
2.2 Agreement and Plan of Merger among Ogden Corporation, ERC
International Inc., ERC Acquisition Corporation and ERC
Environmental and Energy Services Co., Inc. dated as of
January 17, 1991.*
2.3 Amended and Restated Agreement and Plan of Merger among Ogden
Corporation, OPI Acquisition Corporation sub. and Ogden
Projects, Inc., dated as of September 27, 1994.*
3 Articles of Incorporation and By-Laws.
3.1 Ogden's Restated Certificate of Incorporation as amended.*
3.2 Ogden's By-Laws, as amended through May 23, 1996.*
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.*
(i) Amendment to Credit Agreement, dated as of November 16,
1995.*
10.2 Rights Agreement between Ogden Corporation and Manufacturers
Hanover Trust Company, dated as of September 20, 1990.*
10.3 Executive Compensation Plans and Agreements.
(a) Ogden Corporation 1986 Stock Option Plan.*
(b) Ogden Corporation 1990 Stock Option Plan.*
(i) Ogden Corporation 1990 Stock Option Plan as
Amended and Restated as of January 19, 1994.*
(c) Ogden Services Corporation Executive Pension Plan.*
(d) Ogden Services Corporation Select Savings Plan.*
(i) Ogden Services Corporation Select Savings Plan
Amendment and Restatement as of January 1, 1995.*
(e) Ogden Services Corporation Select Savings Plan Trust.*
(i) Ogden Services Corporation Select Savings Plan
Trust Amendment and Restatement as of January 1,
1995.*
(f) Ogden Services Corporation Executive Pension Plan
Trust.*
(g) Changes effected to the Ogden Profit Sharing Plan
effective January 1, 1990.*
(h) Employment Letter Agreement between Ogden and an
executive officer dated January 30, 1990.*
(i) Employment Agreement between R. Richard Ablon and Ogden
dated as of May 24, 1990.*
(i) Letter Amendment to Employment Agreement between
Ogden Corporation and R. Richard Ablon, dated as
of October 11, 1991.*
(j) Employment Agreement between Ogden and C.G. Caras dated
as of July 2, 1990.*
(i) Letter Amendment to Employment Agreement between
Ogden Corporation and C.G. Caras, dated as of
October 11, 1990.*
(k) Employment Agreement between Ogden and Philip G. Husby,
dated as of July 2, 1990.*
(l) Termination Letter Agreement between Maria P. Monet and
Ogden dated as of October 22, 1990.*
(m) Letter Agreement between Ogden Corporation and Ogden's
Chairman of the Board, dated as of January 16, 1992.*
(n) Employment Agreement between Ogden Corporation and
Ogden's Chief Accounting Officer dated as of December
18, 1991.*
(o) Employment Agreement between Scott G. Mackin and Ogden
Projects, Inc. dated as of January 1, 1994.*
(p) Ogden Corporation Profit Sharing Plan.*
(i) Ogden Profit Sharing Plan as amended and restated
January 1, 1991 and as in effect through January
1, 1993.*
(ii) Ogden Profit Sharing Plan as amended and restated
effective as of January 1, 1995.*
(q) Ogden Corporation Core Executive Benefit Program.*
(r) Ogden Projects Pension Plan.*
(s) Ogden Projects Profit Sharing Plan.*
(t) Ogden Projects Supplemental Pension and Profit Sharing
Plans.*
(u) Ogden Projects Employees' Stock Option Plan.*
(i) Amendment dated as of December 29, 1994, to the
Ogden Projects Employees' Stock Option Plan.*
(v) Ogden Projects Core Executive Benefit Program.*
(w) Ogden Corporation CEO Formula Bonus Plan.*
(x) Form of amendments to the Ogden Projects, Inc. Pension
Plan and Profit Sharing Plans effective as of January 1,
1994.*
(i) Form of amended Ogden Projects Profit Sharing Plan
effective as of January 1, 1994.*
(ii) Form of amended Ogden Projects Pension Plan,
effective as of January 1, 1994.*
(y) Termination Letter Agreement between Ogden and C.G.
Caras, dated April 30, 1996.
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 1997.
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, 1997 By: /s/ Philip G. Husby
----------------------------
Philip G. Husby
Senior Vice President
and Chief Financial
Officer
Date: May 14, 1997 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 through Filed as Exhibit 3.2 to
May 23, 1996. Ogden's Form 10-Q for the quarter
ended September 30, 1996 and
incorporated herein by reference.
4 Instruments Defining Rights of
Security Holders.
4.1 Fiscal Agency Agreement between Filed as Exhibits (C)(3) and
Ogden and Bankers Trust Company, (C)(4) to Ogden's Form 8-K
dated as of June 1, 1987 and filed with the Securities and
Offering Memorandum dated June Exchange Commission on July 7,
12, 1987, relating to U.S. 1987 and incorporated herein
$85 million Ogden 6% Convertible by reference.
Subordinated Debentures, Due 2002.
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
- ------- ----------------------- ------------------
4.2 Fiscal Agency Agreement between Filed as Exhibit (4)to Ogden's
Ogden and Bankers Trust Company, Form S-3 Registration Statement
dated as of October 15, 1987, filed with the Securities and
and Offering Memorandum, dated Exchange Commission on December
October 15, 1987, relating to 4, 1987, Registration No.
U.S. $75 million Ogden 5-3/4% 33-18875, and incorporated
Convertible Subordinated herein by reference.
Debentures, Due 2002.
4.3 Indenture dated as of March 1, Filed as Exhibit (4)(C) to
1992 from Ogden Corporation to Ogden's Form 10-K for fiscal
The Bank of New York, Trustee, year ended December 31, 1991,
relating to Ogden's $100 million and incorporated herein by
debt offering. reference.
10 Material Contracts
10.1 Credit Agreement by and among Filed as Exhibit No. 10.2 to
Ogden, The Bank of New York, as Ogden's Form 10-K for fiscal
Agent and the signatory Lenders year ended December 31, 1993,
thereto dated as of September 20, and incorporated herein by
1993. reference.
(i) Amendment to Credit Filed as Exhibit 10.1(i) to
Agreement, dated as of Ogden's Form 10-K for the
November 16, 1995. fiscal year ended December
31, 1995 and incorporated
herein by reference.
10.2 Rights Agreement between Ogden Filed as Exhibit (10)(h) to
Corporation and Manufacturers Ogden's Form 10-K for the
Hanover Trust Company, dated as fiscal year ended December 31,
of September 20, 1990. 1990 and incorporated herein
by reference.
10.3 Executive Compensation Plans and
Agreements.
(a) Ogden Corporation 1986 Filed as Exhibit (10)(k) to
Stock Option Plan. Ogden's Form 10-K for the
fiscal year ended December 31,
1985 and incorporated herein
by reference.
(b) Ogden Corporation 1990 Filed as Exhibit (10)(j) to
Stock Option Plan. Ogden's Form 10-K for the
fiscal year ended December 31,
1990 and incorporated herein
by reference.
(i) Ogden Corporation 1990 Filed as Exhibit 10.6(b)(i) to
Stock Option Plan as Ogden's Form 10-Q for the
Amended and Restated as of quarterly period ended
January 19, 1994. September 30, 1994 and
incorporated herein by
reference.
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
- ------- ----------------------- ------------------
(c) Ogden Services Corporation Filed as Exhibit (10)(k) to
Executive Pension Plan. Ogden's Form 10-K for the
fiscal year ended December 31,
1990 and incorporated herein
by reference.
(d) Ogden Services Corporation Filed as Exhibit (10)(l) to
Select Savings Plan. Ogden's Form 10-K for the
fiscal year ended December 31,
1990 and incorporated herein
by reference.
(i) Ogden Services Corporation Filed as Exhibit 10.7(d)(i) to
Select Savings Plan Ogden's Form 10-K for the
Amendment and Restatement fiscal year ended December 31,
as of January 1, 1995. 1994 and incorporated herein by
reference.
(e) Ogden Services Corporation Filed as Exhibit (10)(m) to
Select Savings Plan Trust. Ogden's Form 10-K for the
fiscal year ended December 31,
1990 and incorporated herein
by reference.
(i) Ogden Services Corporation Filed as Exhibit 10.7(e)(i) to
Select Savings Plan Trust Ogden's Form 10-K for the fiscal
Amendment and Restatement fiscal year ended December 31,
as of January 1, 1995. 1994 and incorporated herein by
reference.
(f) Ogden Services Corporation Filed as Exhibit (10)(n) to
Executive Pension Plan Trust. Ogden's Form 10-K for the
fiscal year ended December 31,
1990 and incorporated herein
by reference.
(g) Changes effected to the Ogden Filed as Exhibit (10)(o) to
Profit Sharing Plan effective Ogden's Form 10-K for the
January 1, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(h) Employment Letter Agreement Filed as Exhibit (10)(p) to
between Ogden and an executive Ogden's Form 10-K for the
officer dated January 30, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(i) Employment Agreement between Filed as Exhibit (10)(r) to
R. Richard Ablon and Ogden Ogden's Form 10-K for the
dated as of May 24, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
- ------- ----------------------- ------------------
(i) Letter Amendment to Filed as Exhibit (10)(r)(i)
Employment Agreement to Ogden's Form 10-K for the
between Ogden Corporation fiscal year ended December 31,
and R. Richard Ablon, dated 1990 and incorporated herein
as of October 11, 1990. by reference.
(j) Employment Agreement between Filed as Exhibit (10)(s) to
Ogden and C. G. Caras dated Ogden's Form 10-K for the
as of July 2, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(i) Letter Amendment to Filed as Exhibit (10)(s)(i)
Employment Agreement to Ogden's Form 10-K for the
between Ogden Corporation fiscal year ended December 31,
and C. G. Caras, dated as 1990 and incorporated herein
of October 11, 1990. by reference.
(k) Employment Agreement between Filed as Exhibit (10)(t) to
Ogden and Philip G. Husby, Ogden's Form 10-K for the
dated as of July 2, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(l) Termination Letter Agreement Filed as Exhibit (10)(v) to
between Maria P. Monet and Ogden Ogden's Form 10-K for the
dated as of October 22, 1990. fiscal year ended December 31,
1990 and incorporated herein
by reference.
(m) Letter Agreement between Ogden Filed as Exhibit 10.2 (p) to
Corporation and Ogden's Chairman Ogden's Form 10-K for fiscal
of the Board, dated as of year ended December 31, 1991
January 16, 1992. and incorporated herein by
reference.
(n) Employment Agreement between Filed as Exhibit 10.2 (q) to
Ogden Corporation and Ogden's Ogden's Form 10-K for fiscal
Chief Accounting Officer dated year ended December 31, 1991
as of December 18, 1991. and incorporated herein by
reference.
(o) Employment Agreement between Filed as Exhibit 10.8(o) to
Scott G. Mackin and Ogden Ogden's Form 10-K for fiscal
Projects, Inc. dated as of year ended December 31, 1993
January 1, 1994. and incorporated herein by
reference.
(p) Ogden Corporation Profit Sharing Filed as Exhibit 10.8(p) to
Plan. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
- ------- ----------------------- ------------------
(i) Ogden Profit Sharing Plan Filed as Exhibit 10.8(p)(i) to
as amended and restated Ogden's Form 10-K for fiscal
January 1, 1991 and as in year ended December 31, 1993
effect through January 1, and incorporated herein by
1993. reference.
(ii) Ogden Profit Sharing Plan Filed as Exhibit 10.7(p)(ii) to
as amended and restated Ogden's Form 10-K for fiscal
effective as of January 1, year ended December 31, 1994 and
1995. incorporated herein by
reference.
(q) Ogden Corporation Core Executive Filed as Exhibit 10.8(q) to
Benefit Program. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(r) Ogden Projects Pension Plan. Filed as Exhibit 10.8(r) to
Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(s) Ogden Projects Profit Sharing Filed as Exhibit 10.8(s) to
Plan. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(t) Ogden Projects Supplemental Filed as Exhibit 10.8(t) to
Pension and Profit Sharing Plans. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(u) Ogden Projects Employees' Stock Filed as Exhibit 10.8(u) to
Option Plan. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(i) Amendment dated as of Filed as Exhibit 10.7(u)(i)
December 29, 1994, to the to Ogden's Form 10-K for fiscal
Ogden Projects Employees' year ended December 31, 1994
Stock Option Plan. and incorporated herein by
reference.
(v) Ogden Projects Core Executive Filed as Exhibit 10.8(v) to
Benefit Program. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
- ------- ----------------------- ------------------
(w) Ogden Corporation CEO Formula Filed as Exhibit 10.6(w) to
Bonus Plan. Ogden's Form 10-Q for quarterly
period ended September 30, 1994
and incorporated herein by
reference.
(x) Form of amendments to the Ogden Filed as Exhibit 10.8(w) to
Projects, Inc. Pension Plan and Ogden's Form 10-K for fiscal
Profit Sharing Plans effective as year ended December 31, 1993
of January 1, 1994. and incorporated herein by
reference.
(i) Form of amended Ogden Filed as Exhibit 10.7(w)(i) to
Projects Profit Sharing Ogden's Form 10-K for fiscal
Plan effective as of year ended December 31, 1994
January 1, 1994 and and incorporated herein by
incorporated herein by reference.
reference.
(ii) Form of amended Ogden Filed as Exhibit 10.7(w)(ii) to
Projects Pension Plan, Ogden's Form 10-K for fiscal
effective as of January 1, year ended December 31, 1994
1994 and incorporated and incorporated herein by
herein by reference. reference.
(y) Termination Letter Agreement Filed as Exhibit 10.3(y) to
between Ogden and C.G. Caras, Ogden's Form 10-Q for the quarter
dated April 30, 1996. ended September 30, 1996 and
incorporated herein by reference.
10.4 First Amended and Restated Filed as Exhibit 10.3 (b) (i)
Ogden Corporation Guaranty to Ogden's Form 10-K for
Agreement made as of January 30, fiscal year ended December 31,
1992 by Ogden Corporation for 1991 and incorporated herein
the benefit of Mission Funding by reference.
Zeta and Pitney Bowes Credit
Corporation.
10.5 Ogden Corporation Guaranty Filed as Exhibit 10.3 (b) (iii)
Agreement made as of January to Ogden's Form 10-K for
30, 1992 by Ogden Corporation fiscal year ended December 31,
for the benefit of Allstate 1991 and incorporated herein
Insurance Company and Ogden by reference.
Martin Systems of Huntington
Resource Recovery Nine Corp.
10.6 $95 million Term Loan and Letter Transmitted herewith as
of Credit and Reimbursement Exhibit 10.6.
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.
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
- ------- ----------------------- ------------------
11 Ogden Corporation and Transmitted herewith as
Subsidiaries Detail of Exhibit 11.
Computation of Earnings
Applicable to Common Stock.
27 Financial Data Schedule. Transmitted herewith as
Exhibit 27.