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, 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 office) (Zip Code)
(212)-868-6100
------------------------------------------------
(Registrant's telephone number including
area code)
Not Applicable
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(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, 1997; 49,988,628 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,
-------------------- --------------------
1997 1996 1997 1996
-------------------- --------------------
(In Thousands of Dollars, Except per Share Data)
Service revenues $ 574,294 $ 759,080 $ 293,750 $ 377,224
Net sales 284,760 292,738 150,475 154,083
Construction revenues 1,940 1,779
Net gain on sale of businesses 19,914 13,013 7,689 13,013
--------- ----------- --------- ---------
Total revenues 878,968 1,066,771 451,914 546,099
--------- ----------- --------- ---------
Operating costs and expenses 440,943 626,723 216,194 310,557
Costs of goods sold 270,811 266,971 145,819 144,660
Construction costs 1,804 1,666
Selling, administrative and
general expenses 54,896 65,240 26,215 30,835
Debt service charges 52,907 55,570 25,868 27,265
--------- ----------- --------- ---------
Total costs and expenses 819,557 1,016,308 414,096 514,983
--------- ----------- --------- ---------
Consolidated operating income 59,411 50,463 37,818 31,116
Equity in net income of investees
and joint ventures 957 1,226 117 898
Interest income 10,634 7,072 6,375 4,043
Interest expense (15,165) (15,099) (8,538) (7,578)
Other income (deductions)-net (406) 225 77 209
--------- ----------- --------- ---------
Income before income taxes
and minority interests 55,431 43,887 35,849 28,688
Less: income taxes 23,835 18,433 15,415 12,049
minority interests 810 (722) 425 (249)
--------- ----------- --------- ---------
Net income $ 30,786 $ 26,176 $ 20,009 $ 16,888
========= =========== ========= =========
EARNINGS PER COMMON SHARE $ .62 $ .53 $ .40 $ .34
========= =========== ========= =========
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED BALANCE SHEETS
JUNE 30, DECEMBER 31,
1997 1996
----------- -----------
(In Thousands of Dollars)
ASSETS
Current Assets:
Cash and cash equivalents $ 165,296 $ 140,824
Restricted funds held in trust 99,843 101,326
Receivables (less allowances: 1997,
$21,727 and 1996, $38,275) 427,720 503,424
Inventories 57,358 56,566
Deferred income taxes 31,434 31,434
Other 53,337 52,598
----------- -----------
Total current assets 834,988 886,172
Property, plant and equipment-net 1,851,274 1,851,304
Restricted funds held in trust 218,778 209,485
Unbilled service and other receivables
(less allowances: 1997 and 1996, $6,000) 313,975 218,422
Unamortized contract acquisition costs 142,714 138,777
Goodwill and other intangible assets 75,902 81,555
Other assets 214,196 211,817
----------- -----------
Total Assets $ 3,651,827 $ 3,597,532
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Current Liabilities:
Current portion of long-term debt $ 3,707 $ 3,560
Current portion of project debt 66,900 60,966
Dividends payable 15,623 15,547
Accounts payable 118,613 104,978
Federal and foreign income taxes payable 7,648
Accrued expenses, etc 247,195 302,597
Deferred income 46,293 46,228
----------- -----------
Total current liabilities 498,331 541,524
Long-term debt 434,113 309,377
Project debt 1,468,567 1,500,690
Deferred income taxes 336,500 325,925
Other liabilities 210,215 212,538
Minority interests 5,679 7,903
Convertible subordinated debentures 148,650 148,650
----------- -----------
Total Liabilities 3,102,055 3,046,607
----------- -----------
Shareholders' Equity:
Serial cumulative convertible preferred
stock, par value $1.00 per share;
authorized 4,000,000 shares; shares
outstanding: 45,622 in 1997 and
47,689 in 1996; net of treasury
shares of 29,820 in 1997 and 1996,
respectively 46 48
Common stock, par value $.50 per share;
authorized, 80,000,000 shares; shares
outstanding: 49,988,628 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 24,994 24,872
Capital surplus 206,168 202,162
Earned surplus 329,791 330,302
Cumulative translation adjustment-net (10,621) (5,768)
Pension liability adjustment (565) (565)
Net unrealized loss on securities
available for sale (41) (126)
----------- -----------
Total Shareholders' Equity 549,772 550,925
----------- -----------
Total Liabilities and Shareholders' Equity $ 3,651,827 $ 3,597,532
=========== ===========
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Six Months Ended Year Ended
June 30, 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 (2,067) (2) (1,780) (2)
-------------------- -------------------
Total 75,442 76 77,509 78
Treasury shares (29,820) (30) (29,820) (30)
-------------------- -------------------
Balance at end of period (aggregate
involuntary liquidation value - 1997
$919,000) 45,622 46 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 16 137,134 68
Conversion of preferred shares 12,341 6 10,612 5
-------------------- --------------------
Total 53,395,751 26,697 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 49,988,628 24,994 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 (4) (3)
---------- --------
Balance at end of period 206,168 202,162
---------- --------
Earned Surplus:
Balance at beginning of period 330,302 328,047
Net income 30,786 64,534
---------- --------
Total 361,088 392,581
---------- --------
Preferred dividends-per share 1997,
$1.6752, 1996, $3.35 77 161
Common dividends-per share 1997, $.625
1996, $1.25 31,220 62,118
---------- --------
Total dividends 31,297 62,279
---------- --------
Balance at end of period 329,791 330,302
---------- --------
Cumulative Translation Adjustment-Net (10,621) (5,768)
---------- --------
Pension Liability Adjustment (565) (565)
---------- --------
Net Unrealized Loss on Securities
Available For Sale (41) (126)
---------- --------
TOTAL SHAREHOLDERS' EQUITY $ 549,772 $550,925
========== ========
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED
JUNE 30
------------------------
1997 1996
---------- -----------
(In Thousands of Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES:
Cash generated from operations $ 75,117 $ 87,656
Management of Operating Assets and Liabilities:
Decrease (Increase) in Assets:
Receivables 66,714 2,929
Inventory (933) (27,528)
Other assets 7,693 (13,889)
Increase (Decrease) in Liabilities:
Accounts payable 16,961 4,460
Accrued expenses (59,834) (11,868)
Other liabilities (16,177) (15,955)
--------- ---------
Net cash provided by operating activities 89,541 25,805
--------- ---------
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 43,967 90,946
Proceeds from sale of property, plant and equipment 1,765 1,482
Investments in Energy facilities (13,123) (7,374)
Other capital expenditures (32,877) (19,400)
Increase in notes receivable (95,891) (4,084)
Increase in investment in and advances to
investees and joint ventures (33,418) (6,725)
--------- ---------
Net cash provided (used) by investing activities (129,577) 60,744
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings for Energy facilities 28,676
Other new debt 129,614 6,230
Decrease in funds held in trust (7,803) (1,629)
Payment of debt (27,485) (64,437)
Dividends paid (31,221) (30,882)
Other 1,403 2,852
--------- ---------
Net cash provided (used) by financing activities 64,508 (59,190)
--------- ---------
NET INCREASE IN CASH AND CASH EQUIVALENTS 24,472 27,359
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 140,824 96,782
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 165,296 $ 124,141
========= =========
OGDEN CORPORATION AND SUBSIDIARIES
JUNE 30, 1997
ITEM 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated condensed financial statements have been
prepared in accordance with the instructions to Form 10-Q and, therefore, do not
include all information and footnotes necessary for a fair presentation of
financial position, results of operations, and cash flows in conformity with
generally accepted accounting principles. However, in the opinion of Management,
all adjustments consisting of normal recurring accruals necessary for a fair
presentation of the operating results have been included in the statements.
The accompanying financial statements for prior periods have been reclassified
as to certain amounts to conform with the 1997 presentation.
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 were as follows:
Operations:
Six Months Ended Three Months Ended
June 30, June 30,
1997 1996 1997 1996
----------------------- ---------------------
Revenues:
Entertainment $ 184,974 $ 174,964 $ 105,143 $ 98,427
Aviation 194,548 210,713 94,070 108,117
Energy 341,809 345,882 176,495 182,130
Other 157,637 335,212 76,206 157,425
--------- ----------- --------- ---------
Total Revenues $ 878,968 $ 1,066,771 $ 451,914 $ 546,099
========= =========== ========= =========
Income (loss) from Operations:
Entertainment $ 10,486 $ 9,189 $ 7,088 $ 5,334
Aviation 16,549 121 10,478 (2,103)
Energy 38,131 33,451 27,423 21,836
Other 4,907 20,375 (2,146) 12,855
--------- ----------- --------- ---------
Total Income from Operations 70,073 63,136 42,843 37,922
Equity in net income (loss) of
investees and joint ventures:
Entertainment (895) (822) (348) (248)
Aviation 1,519 321 501 (70)
Energy 200 (14) (36) 256
Other 133 1,741 0 960
--------- ----------- --------- ---------
Total 71,030 64,362 42,960 38,820
Corporate unallocated expenses-net (11,068) (12,448) (4,948) (6,597)
Corporate interest-net (4,531) (8,027) (2,163) (3,535)
--------- ----------- --------- ---------
Income Before Income Taxes and
Minority Interest $ 55,431 $ 43,887 $ 35,849 $ 28,688
========= =========== ========= =========
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
"Energy").
Operations:
Revenues for the first six months of 1997 were $187,800,000 lower than the
comparable period of 1996. The Entertainment segment revenues increased
$10,000,000 chiefly associated with the acquisition of Florida Leisure in 1996,
new accounts and the start-up of operations in Germany and Aruba. The Aviation
segment revenues were $16,200,000 lower reflecting reduced activity in inflight
catering and ground services operations resulting from the sale of the Miami and
Spanish inflight catering businesses and certain ground services operations,
partially offset by the gains on the sale of such operations in the six months
ended June 30, 1997. The Energy segment revenues were $4,100,000 lower primarily
due to reduced activity in the consulting and engineering groups, partially
offset by increased customer activity at several Waste-to-Energy facilities and
in the Independent Power group reflecting commencement of operations at the
Edison Bataan facility and increased activity at one other facility. Other
segment revenues declined $177,600,000 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 six months ended June 30, 1997 was
$8,900,000 higher than the comparable period of 1996. Entertainment segment
income from operations was $1,300,000 higher than the comparable period of 1996
primarily reflecting increased activity in European operations partially offset
by development costs associated with the "American Wilderness Experience"(TM).
Aviation segment income from operations increased $16,400,000 chiefly associated
with the sale of the Miami and Spanish inflight catering operations and certain
ground services operations in 1997 and a charge in 1996 reflecting the decision
to close a ground service location, which were partially offset by reduced
activity in inflight catering operations. The Energy segment income from
operations was $4,700,000 higher primarily reflecting increased activities at
several Waste-to-Energy facilities. This increase was partially offset by lower
income in the Independent Power group due to increased development costs and
lower activity in the consulting and engineering income in the Environmental
group; Other segment income decreased $15,500,000 chiefly associated with the
businesses sold in 1996 partially offset
by the sale in 1997 of the Corporation's 50% equity interest in the Universal
Ogden joint venture.
Selling, general and administrative expenses for the six months ended June 30,
1997 was $10,300,000 lower than the comparable period of 1996 chiefly associated
with the sale of non-core businesses and Ogden's continuing restructuring
activities. Debt service charges for the first six months ended June 30, 1997
were $2,700,000 lower than the comparable period of 1996 due primarily to lower
debt outstanding on various facilities caused by maturities and redemptions of
bonds.
The Energy segment has three interest rate swap agreements entered into as
hedges against interest rate exposure on three series of adjustable rate project
debt that resulted in additional debt service costs of $230,000 and $390,000 for
the six months ended June 30, 1997 and 1996, respectively.
Equity in net income of investees and joint ventures for the six months ended
June 30, 1997 was $270,000 lower than the comparable period of 1996 chiefly
associated with the earnings of the Universal Ogden joint venture sold in the
first quarter of 1997 partially offset by increased earnings of Aviation's Macau
joint venture.
The effective tax rate for the six months ended June 30, 1997 was 43% compared
with 42% for the comparable period of 1996.
Interest income for the six months ended June 30, 1997 was $3,600,000 higher
than the comparable period of 1996 primarily reflecting interest earned on
higher cash and cash equivalents, and notes receivable from the sale of
operations as well as increased loans to customers and joint ventures.
Interest expense for the six months ended June 30, 1997 was comparable with the
similar period of 1996. Ogden has two interest rate swap agreements covering
notional amounts of $100,000,000 and $5,500,000, 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 $5,500,000 variable rate debt to a fixed rate. During the six
months ended June 30, 1997 and 1996, Ogden paid $80,000 and $70,000,
respectively, on these swap agreements.
Revenues for the three months ended June 30, 1997 were $94,200,000 lower than
the comparable period of 1996. The Entertainment segment revenues increased
$6,700,000 chiefly associated with increased activity in Florida Leisure
operations and the start-up of operations in Germany and Aruba. The Aviation
segment revenues were $14,000,000 lower reflecting the closing of a ground
services operation in 1996 and the sale of the Miami inflight catering kitchen
and certain other
ground services operations in the first quarter of 1997, as well as reduced
customer activity in the inflight catering operations. The Energy segment
revenues were $5,600,000 lower primarily due to reduced activity in the
consulting, engineering and remediation businesses of the Environmental group,
partially offset by increased revenues in the Waste-to-Energy group chiefly
associated with increased activity at several facilities and increased
Independent Power revenues primarily reflecting the acquisition of the Edison
Bataan facility in August 1996. The Other segment revenues declined $81,200,000
reflecting revenues of businesses sold in 1996 namely Facility operations
outside of New York City and the sale of Ogden Professional Services, formerly
in the Technology Group. The decrease in revenues was partially offset by the
net gain on the sale of these businesses in 1996.
Consolidated operating income for the three months ended June 30, 1997 were
$6,700,000 higher than the comparable period of 1996. Entertainment segment
income from operations increased $1,800,000 chiefly associated with increased
European and South American operations as well as increased activity at several
venues. These increases were partially offset by development costs on the
"American Wilderness Experience"(TM) project. The Aviation segment income from
operations was $12,600,000 higher primarily reflecting the gain on the sale of
the Spanish inflight catering operations in 1997 and a loss recorded on the
closing of a ground service operation in 1996, partially offset by reduced
activity in inflight catering operations. The Energy segment income from
operations was $5,600,000 higher primarily reflecting increased activity in the
several Waste-to-Energy facilities and the settlement of certain litigation,
partially offset by lower Independent Power operating income chiefly associated
with increased development costs. Other segment operating income was $15,000,000
lower primarily due to businesses sold in 1996 and 1997 partially offset by the
sale of the Corporation's 50% equity interest in the Universal joint venture.
Selling, general and administrative expenses for the three months ended June 30,
1997 were $4,600,000 lower than the comparable period of 1996 chiefly associated
with the sale of non-core businesses as well as Ogden's continuing restructuring
activities. Debt service charges for the three months ended June 30, 1997 were
$1,400,000 lower than the comparable period of 1996 primarily due to lower debt
outstanding due to bond redemptions and maturities. The three interest rate swap
agreements entered into as hedges against interest rate exposure on a series of
adjustable rate project debt resulted in lower debt service of $9,000 in the
second quarter of 1997 and increased debt service costs of $160,000 in the
comparable period of 1996.
Interest income for the quarter ended June 30, 1997 was $2,300,000 higher than
the comparable period of 1996 chiefly associated with interest earned on higher
cash and cash equivalents, interest earned
on notes receivable in connection with the sale of operations as well as on
increased loans to customers and joint ventures.
Interest expense for the quarter ended June 30, 1997 was $1,000,000 higher than
the comparable period of 1996 primarily reflecting increased borrowings. During
the three months ending June 30, 1997 and 1996, Ogden paid $50,000 and $110,000
on two interest rate swap agreements.
Equity in net income of investees and joint ventures for the three months ended
June 30, 1997 was $800,000 lower than the comparable period of 1996 primarily
due to the sale of Ogden's 50% interest in Universal Ogden joint venture in the
first quarter of 1997 and lower earnings in Independent Power joint ventures,
partially offset by increased earnings in Aviation's Macau joint venture.
The effective tax rate for the three months ended June 30, 1997 was 43% compared
with 42% for the comparable period of 1996.
Capital Investments and Commitments: During the six months of 1997, capital
investments amounted to $46,000,000, of which $13,100,000, inclusive of
restricted funds transferred from funds held in trust, was for Energy facilities
and $32,900,000 was for normal replacement and growth in Entertainment, Aviation
and Energy's operations.
At June 30, 1997, capital commitments amounted to $129,000,000, which included
$87,600,000 for normal replacement, modernization, and growth in Entertainment
($63,600,000), Aviation ($7,100,000), Energy ($13,700,000), corporate and other
($3,200,000) operations. Also included was $41,400,000 for Energy's coal-fired
power project in The Philippines reflecting $22,000,000 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 is being 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 it
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 approximately $92,000,000. This is included in
"long term notes receivables". Funds for this purchase were provided by a
bank credit facility due March 26, 2000. This is included in "long term notes
payable". Ogden expects that this note receivable will be sold to a third party
during 1997, thereby repaying funds it had borrowed and advanced. After such
sale, Ogden is expected to retain an obligation to purchase such senior secured
debt if the debt is not refinanced prior to March 2000. This obligation is
expected to be collateralized by bank letters of credit. In addition, at June
30, 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 $14,600,000 on behalf of International Terminal Operating Co. Inc.
and has guaranteed borrowings of certain customers amounting to approximately
$14,400,000 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 six
months of 1997 was $63,700,000 higher than the comparable period of 1996
primarily reflecting a decrease of $63,800,000 in accounts receivable
principally relating to businesses disposed of and the collection of receivables
reflecting the settlement of certain litigations, a decrease of $26,600,000 as
inventory requirements have leveled off and a decrease of $21,600,000 in Other
assets reflecting decreased spending for contract acquisition costs, insurance
and spare parts at various Energy facilities partially offset by a net decrease
of $35,400,000 in accounts payable and accrued expenses. Net cash used in
investing activities increased $190,300,000 primarily reflecting a net increase
in loans to customers of $91,800,000 and investments in joint ventures of
$26,700,000, increased capital expenditures of $19,200,000 primarily in the
Energy and Entertainment segments, and a reduction in proceeds from the sale of
businesses of $47,000,000. Net cash provided by financing activities increased
$123,700,000 reflecting an increase in new debt of $123,400,000 primarily
reflecting bank financing for a loan to a customer and Energy's investment in
the Quezon joint venture.
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
non-core businesses; and the Corporation's unused credit facilities to the
extent needed.
At June 30, 1997, the Corporation had $165,300,000 in cash and cash equivalents
and unused revolving credit lines of $214,100,000.
Subsequent Event - On July 31, 1997, Ogden sold its Facility Services operations
in New York City completing the disposition of Ogden's Facility Services
Operations.
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 liability for remedial action
or damages. The Company's ultimate
II-1
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 4. Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Shareholders of Ogden Corporation was held on
May 22, 1997.
(b) Not Required
(c) (i) Proposal 1: Election of five directors for a three year term.
Votes For Votes Withheld
--------- --------------
David M. Abshire 42,362,804 2,549,833
Norman G. Einspruch 42,460,789 2,451,848
Attallah Kappas 42,372,900 2,539,737
Homer A. Neal 42,459,701 2,452,936
Stanford S. Penner 42,354,183 2,558,454
(ii) Proposal 2: Ratification of the selection of Deloitte & Touche
LLP as independent public accountants of the corporation and
its subsidiaries for the year 1997:
For Against Abstain Broker Non-Vote
--- ------- ------- ---------------
44,645,183 140,463 199,404 - 0 -
(iii) 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:
II-2
For Against Abstain Broker Non-Vote
--- ------- ------- ---------------
22,826,475 14,444,425 886,305 6,850,423
(iv) Proposal 4: Stockholder proposal requesting the Board of
Directors take steps necessary to require all non-employee
directors receive a minimum of 50% of their total compensation
in the form of Ogden stock which cannot be sold for three
years:
For Against Abstain Broker Non-Vote
--- ------- ------- ---------------
10,344,130 26,870,917 919,580 6,850,423
(v) Proposal 5: Stockholder proposal requesting the Board of
Directors to immediately engage an investment banker to
explore all alternatives to enhance the value o the Company:
For Against Abstain Broker Non-Vote
--- ------- ------- ---------------
11,165,401 26,082,921 886,305 6,850,423
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.*
II-3
3.2 Ogden's By-Laws, as amended through May 22, 1997.
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 (i) Ogden $200 million Credit Agreement by and among
Ogden, The Bank of New York, as Agent and the
signatory Lenders thereto dated as of June 30, 1997.
10.2 Rights Agreement between Ogden Corporation and
Manufacturers Hanover Trust Company, dated as of
September 20, 1990.*.
10.3 Executive Compensation Plans and Agreements.
(a) Ogden Corporation 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.*
II-4
(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.*
II-5
(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.*
II-6
(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 Second
Quarter of 1997.
II-7
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: August 14, 1997 By:/s/ Philip G. Husby
-------------------
Philip G. Husby
Senior Vice President
and Chief Financial
Officer
Date: August 14, 1997 By:/s/ Robert M. DiGia
-------------------
Robert M. DiGia
Vice President,
Controller and Chief
Accounting Officer
II-8
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 Transmitted herewith as Exhibit
May 22, 1997. 3.2.
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 (i) Ogden $200 million Credit Transmitted herewith as
Agreement by and among Exhibit 10.1(i).
Ogden, The Bank of New
York, as Agent and the
signatory Lenders thereto
dated as of June 30, 1997.
10.2 Rights Agreement between Ogden 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 Filed as Exhibit 10.6 to
of Credit and Reimbursement Ogden's Form 10-Q for the
Agreement, dated March 26, 1997 quarter ended March 31, 1997 and
among Ogden as Borrower, the incorporated herein by reference.
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.