FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
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|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
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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
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Ogden Corporation
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(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
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(Address or principal executive office) (Zip Code)
(212)-868-6100
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(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, 1999; 49,218,532 shares of Common Stock, $.50 par value
per share.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
AND COMPREHENSIVE INCOME
FOR THE SIX MONTHS FOR THE THREE MONTHS
ENDED ENDED
JUNE 30, JUNE 30,
---------------------- ----------------------
1999 1998 1999 1998
--------- --------- --------- ---------
(In Thousands of Dollars, Except per Share Data)
Service revenues $ 557,058 $ 544,440 $ 292,483 $ 284,231
Net sales 214,005 259,720 131,066 143,898
Construction revenues 67,870 7,948 33,769 4,616
Net gain on disposition of businesses 18,431 45,222 3,500 39,710
--------- --------- --------- ---------
Total revenues 857,364 857,330 460,818 472,455
--------- --------- --------- ---------
Operating costs and expenses 425,937 426,924 206,682 231,132
Costs of goods sold 194,390 243,583 122,573 134,844
Construction costs 65,209 7,314 32,934 4,381
Selling, administrative and
general expenses 60,192 59,449 32,356 30,428
Debt service charges 46,699 50,441 23,936 25,320
--------- --------- --------- ---------
Total costs and expenses 792,427 787,711 418,481 426,105
--------- --------- --------- ---------
Consolidated operating income 64,937 69,619 42,337 46,350
Equity in net income of
investees and joint ventures 6,231 4,047 2,453 3,194
Interest income 4,980 7,046 1,813 3,506
Interest expense (19,690) (16,895) (10,106) (8,299)
Other income (deductions)-net 5,267 172 5,108 (117)
--------- --------- --------- ---------
Income before income taxes,
minority interests and the
cumulative effect of change
in accounting principle 61,725 63,989 41,605 44,634
Less: income taxes 23,457 24,316 15,811 17,151
minority interests 2,755 913 802 423
--------- --------- --------- ---------
Income before cumulative effect of
change in accounting principle 35,513 38,760 24,992 27,060
Cumulative effect of change in
accounting principle (net of
income taxes $1,313) (3,820)
--------- --------- --------- ---------
Net Income 31,693 38,760 24,992 27,060
--------- --------- --------- ---------
Other comprehensive income,
Net Of Tax:
Foreign currency translation adjustments (7,357) (1,375) (1,152) (1,114)
Unrealized holding gains(losses) arising
during period (549) 103 (429) 48
--------- --------- --------- ---------
Other comprehensive income (7,906) (1,272) (1,581) (1,066)
--------- --------- --------- ---------
Comprehensive income $ 23,787 $ 37,488 $ 23,411 $ 25,994
========= ========= ========= =========
BASIC EARNINGS PER SHARE
Income before cumulative
effect of change in
accounting principle $ .72 $ .77 $ .51 $ .54
Cumulative effect of change
in accounting principle (.07)
--------- --------- --------- ---------
Net Income $ .65 $ .77 $ .51 .54
========= ========= ========= =========
DILUTED EARNINGS PER SHARE
Income before cumulative effect
of change in accounting principle $ .71 $ .75 $ .49 $ .52
Cumulative effect of change in
accounting principle (.07)
--------- --------- --------- ---------
Net Income $ .64 $ .75 $ .49 $ .52
========= ========= ========= =========
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
JUNE 30, DECEMBER 31,
1999 1998
----------- -----------
(In Thousands of Dollars)
ASSETS
Current Assets:
Cash and cash equivalents $ 100,196 $ 261,119
Marketable securities available for sale 44,685
Restricted funds held in trust 143,834 110,553
Receivables (less allowances: 1999,
$21,889 and 1998, $30,595) 405,699 394,923
Inventories 30,985 31,100
Deferred income taxes 49,690 49,327
Other 79,560 62,742
----------- -----------
Total current assets 809,964 954,449
Property, plant and equipment-net 2,156,811 1,987,643
Restricted funds held in trust 175,310 180,922
Unbilled service and other receivables 189,686 173,630
Unamortized contract acquisition costs 195,398 132,818
Goodwill and other intangible assets 164,626 130,031
Investments in and advances to investees and
joint ventures 239,663 205,702
Other assets 159,035 157,648
----------- -----------
Total Assets $ 4,090,493 $ 3,922,843
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities:
Current Liabilities:
Notes payable $ 25,641 $ 45,600
Current portion of long-term debt 43,513 30,232
Current portion of project debt 61,849 63,201
Dividends payable 15,415 15,403
Accounts payable 119,730 94,629
Federal and foreign income taxes payable 9,300 21,776
Accrued expenses, etc. 295,510 305,942
Deferred income 50,890 47,991
----------- -----------
Total current liabilities 621,848 624,774
Long-term debt 497,710 391,287
Project debt 1,437,492 1,367,528
Deferred income taxes 399,968 396,648
Deferred income 196,168 201,563
Other liabilities 210,141 215,119
Minority interests 30,501 28,174
Convertible subordinated debentures 148,650 148,650
----------- -----------
Total Liabilities 3,542,478 3,373,743
----------- -----------
Shareholders' Equity:
Serial cumulative convertible preferred
stock, par value $1.00 per share; authorized
4,000,000 shares; shares outstanding: 41,316
in 1999 and 42,218 in 1998; net of treasury
shares of 29,820 in 1999 and 1998,respectively 41 43
Common stock, par value $.50 per share;
authorized, 80,000,000 shares; shares
outstanding: 49,218,532 in 1999 and
48,945,989 in 1998, net of treasury
shares of 4,486,603 and 4,561,963 in
1999 and 1998, respectively 24,609 24,473
Capital surplus 179,181 173,413
Earned surplus 368,903 367,984
Accumulated other comprehensive income (24,719) (16,813)
----------- -----------
Total Shareholders' Equity 548,015 549,100
----------- -----------
Total Liabilities and Shareholders' Equity $ 4,090,493 $ 3,922,843
=========== ===========
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
Six Months Ended Year Ended
June 30, 1999 December 31, 1998
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 72,038 $ 73 74,166 $ 75
Shares converted into common stock (902) (2) (2,128) (2)
---------------------- ----------------------
Total 71,136 71 72,038 73
Treasury shares (29,820) (30) (29,820) (30)
---------------------- ----------------------
Balance at end of period (aggregate
involuntary liquidation value - 1999
$833) 41,316 41 42,218 43
---------------------- ----------------------
Common Stock, Par Value $.50 Per Share;
Authorized, 80,000,000 Shares:
Balance at beginning of year 53,507,952 26,754 53,430,246 26,715
Exercise of stock options 65,000 33
Shares issued for acquisition 191,800 96
Conversion of preferred shares 5,383 2 12,706 6
---------------------- ----------------------
Total 53,705,135 26,852 53,507,952 26,754
---------------------- ----------------------
Treasury shares at beginning of year 4,561,963 2,281 3,135,123 1,568
Purchase of treasury shares 102,000 51 2,121,100 1,060
Exercise of stock options (177,360) (89) (694,260) (347)
---------------------- ----------------------
Treasury shares at end of period 4,486,603 2,243 4,561,963 2,281
---------------------- ----------------------
Balance at end of period 49,218,532 24,609 48,945,989 24,473
---------------------- ----------------------
Capital Surplus:
Balance at beginning of period 173,413 212,383
Exercise of stock options 3,323 16,355
Shares issued for acquisition 4,904
Purchase of treasury shares (2,458) (55,321)
Conversion of preferred shares (1) (4)
--------- ---------
Balance at end of period 179,181 173,413
--------- ---------
Earned Surplus:
Balance at beginning of period 367,984 343,237
Net income 31,693 86,970
--------- ---------
Total 399,677 430,207
--------- ---------
Preferred dividends-per share 1999,
$1.6752, 1998, $3.35 70 144
Common dividends-per share 1999, $.625
1998, $1.25 30,704 62,079
--------- ---------
Total dividends 30,774 62,223
--------- ---------
Balance at end of period 368,903 367,984
--------- ---------
Cumulative Translation Adjustment-Net (23,389) (16,032)
--------- ---------
Minimum Pension Liability Adjustment (716) (716)
--------- ---------
Net Unrealized Loss on Securities
Available For Sale (614) (65)
--------- ---------
CONSOLIDATED SHAREHOLDERS' EQUITY $ 548,015 $ 549,100
========= =========
OGDEN CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED
JUNE 30
----------------------
1999 1998
--------- ---------
(In Thousands of Dollars)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income $ 31,693 $ 38,760
Adjustments to Reconcile Net Income to Net
Cash Provided by Operating Activities:
Depreciation and amortization 62,361 54,609
Deferred income taxes 14,632 9,416
Cumulative effect of change in accounting principle 3,820
Other (37,784) (44,694)
Management of Operating Assets and Liabilities:
Decrease (Increase) in Assets:
Receivables (5,225) 17,931
Inventories 808 (2,879)
Other assets (22,329) (20,097)
Increase (Decrease) in Liabilities:
Accounts payable 30,808 (10,359)
Accrued expenses (9,954) (22,216)
Deferred income (143) 202,504
Other liabilities (33,365) 9,667
--------- ---------
Net cash provided by operating activities 35,322 232,642
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of business 19,827 79,857
Proceeds from sale of property, plant and equipment 3,283 1,074
Proceeds from sale of marketable securities
available for sale 44,685
Entities purchased, net of cash acquired (133,733)
Investments in Energy facilities (21,480) (12,095)
Other capital expenditures (50,544) (53,629)
Decrease (increase) in other receivables (7,573) 3,399
Distribution from investees and joint ventures 10,500 3,949
Increases in investments in and advances to
investees and joint ventures (32,187) (38,438)
Other investing activities (10,000)
--------- ---------
Net cash used in investing activities (177,222) (15,883)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Borrowings for Energy facilities 3,816 118,063
Other new debt 96,402 68,192
Increase in funds held in trust (27,674) (205,769)
Payment of debt (58,384) (107,200)
Dividends paid (30,762) (31,477)
Purchase of treasury shares (2,509) (22,167)
Proceeds from exercise of stock options 3,412 9,698
Other financing activities (3,324) (2,858)
--------- ---------
Net cash used in financing activities (19,023) (173,518)
--------- ---------
NET INCREASE (DECREASE) IN CASH AND CASH
EQUIVALENTS (160,923) 43,241
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 261,119 185,671
--------- ---------
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 100,196 $ 228,912
========= =========
OGDEN CORPORATION AND SUBSIDIARIES
JUNE 30, 1999
ITEM 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated 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.
On January 1, 1999 the Company adopted the American Institute of Certified
Public Accountants (AICPA) Statement of Position (SOP) 98-5 "Reporting on the
Costs of Start-Up Activities". This SOP establishes accounting standards for
these costs and requires they generally be expensed as incurred. The effect of
the adoption of this SOP was a charge of $3,820,000 net of income taxes of
$1,313,000 recorded as a cumulative effect of change in accounting principle in
the accompanying financial statements.
The accompanying financial statements for prior periods have been reclassified
as to certain amounts to conform with the 1999 presentation.
ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS:
Operations:
Revenues and income from operations (expressed in thousands of dollars) by
segment for the six months and three months ended June 30, 1999 and 1998 were as
follows:
Information Concerning Six Months Ended Three Months Ended
Business Segments June 30, June 30,
---------------------------------------------------
1999 1998 1999 1998
Revenues:
Entertainment $ 255,642 $ 218,032 $ 150,059 $ 124,701
Aviation 114,828 198,503 58,689 118,217
Energy 449,453 389,453 232,385 206,245
Other 37,441 51,342 19,685 23,292
--------- --------- --------- ---------
Total Revenues 857,364 857,330 460,818 472,455
--------- --------- --------- ---------
Income (Loss) from Operations:
Entertainment 10,469 14,816 8,446 9,145
Aviation 18,108 37,493 9,147 29,883
Energy 48,057 38,597 31,243 23,020
Other (2,627) (706) (1,352) (694)
--------- --------- --------- ---------
Total Income from Operations 74,007 90,200 47,484 61,354
Equity in net income (loss) of investees
and joint ventures:
Entertainment (2,623) (2,436) (1,256) (1,348)
Aviation 2,910 (2,264) 1,235 (3,292)
Energy 5,944 8,747 2,474 7,834
Other -- -- -- --
--------- --------- --------- ---------
Total 80,238 94,247 49,937 64,548
Corporate unallocated expenses - net (3,803) (20,409) (39) (15,121)
Corporate interest - net (14,710) (9,849) (8,293) (4,793)
--------- --------- --------- ---------
Income Before Income Taxes and
Minority Interests $ 61,725 $ 63,989 $ 41,605 $ 44,634
========= ========= ========= =========
Revenues for the first six months of 1999 were $34,000 higher than the
comparable period of 1998. This was primarily due to an increase of $60,000,000
in the Energy segment chiefly associated with an increase of $59,900,000 in
construction revenues primarily reflecting increased activity in the
Environmental group and in Waste-to-Energy retrofits, increased revenues in the
Independent Power group overseas operations primarily reflecting operations
acquired in 1999 and a gain on the sale of a joint venture interest. These
increases were partially offset by lower revenue in Waste-to-Energy chiefly
associated with the closing of the Lawrence, Massachusetts facility and the
amortization of the prepayment of a power sales agreement, and in the
Environmental group reflecting lower activity in domestic and Spanish
operations. The Entertainment segment's revenues were $37,600,000 higher
primarily due to the acquisition of Casino Iguazu in late 1998, five Water Park
attractions in 1999, increased activity in amphitheater concert operations, the
gain on the sale of certain contracts as well as a gain associated with the
renegotiation of a management contract at Arrowhead Pond, partially offset by
lower activity in food and beverage operations at several shopping mall
locations. These increases in Energy and Entertainment revenues were offset by a
decrease of $83,700,000 in the Aviation segments' revenues chiefly associated
with the sale of inflight catering operations in June 1998 which had revenues of
$68,300,000 in 1998 and an adjusted gain on the sale of $36,400,000 in the first
six months of 1998, partially offset by the acquisition of the Flight Services
Group in March 1999, Hong Kong operations which commenced in the third quarter
of 1998, and increased activity in European and Domestic ground services and
fueling operations. The Other segments' revenues decreased $13,900,000 chiefly
associated with lower activity at Datacom (formerly Atlantic Design) and on
government contracts.
Consolidated operating income for the first six months of 1999 was $4,700,000
lower than the comparable period of 1998 primarily due to lower income from
operations in the Aviation segment of $19,400,000 primarily reflecting the
adjusted gain on the sale of the inflight catering operations in the second
quarter of 1998 reduced by provisions for restructuring European operations,
certain legal claims and other charges in 1998 which were partially offset by
increased activity in domestic ground handling and fueling operations and in
international operations as well as the acquisition of the Flight Services Group
in March 1999. The Entertainment segment's income from operations was $4,400,000
lower chiefly associated with losses incurred at several site based locations
(Tinseltown, Casino Iguazu and American Wilderness), start up losses at several
shopping malls and certain fees received in 1998, partially offset by gain on
the renegotiation of the management contract at Arrowhead Pond of $6,025,000,
and the gain on the sale of certain amphitheater contracts of $7,200,000. The
Other segments' income from operations was $1,900,000 lower primarily reflecting
additional income recognized in 1998 on the sale of Facility Services operations
which were sold in 1997, partially offset by lower operating losses in 1999 at
Datacom. These reductions in income from operations for the Aviation,
Entertainment and Other segments were partially offset by an increase of
$9,500,000 in the Energy segment income from operations primarily due to an
increase of $17,700,000 in Independent Power operations chiefly associated with
a gain of $4,800,000 on the sale of a joint venture interest, adjustments of
$9,000,000 associated with the acquisition of the remaining 50% interest
in a joint venture and increased income in certain operations of $3,500,000.
These increases were partially offset by lower income of $5,100,000 in
Waste-to-Energy chiefly associated with the closing of the Lawrence facility,
reduced activity at several other facilities, the amortization of the prepayment
of a power sales agreement and a gain in 1998 of $9,000,000 on the sale of a
power sales agreement partially offset by a gain of $9,300,000 on the
renegotiation of a facility contract in 1999. Environmental operations had lower
income of $3,100,000 reflecting decreased foreign and domestic activity.
Debt service charges decreased $3,700,000 primarily due to lower debt
outstanding on various facilities caused by redemption, refinancing and
maturities of bonds. The Energy segment had interest rate swap agreements
entered into as hedges against interest rate exposure on adjustable rate project
debt that resulted in additional debt service expense of $1,141,000 and $355,000
for the six months ended June 30, 1999 and 1998, respectively. Two of these
interest rate swap agreements were terminated in the third and fourth quarters
of 1998.
Corporate unallocated expenses - net for the six months ended June 30, 1999 were
$16,600,000 lower than the comparable period of 1998. This decrease primarily
reflects restructuring costs, certain litigation and proxy related charges
provided for in the second quarter of 1998 and other income reflecting a gain of
$5,100,000 on the sale of an investment in June 1999.
Interest income for the six months ended June 30, 1999 was $2,100,000 lower than
the comparable period of 1999 primarily reflecting the repayment of loans to
customers and joint ventures, notes received from the sale of various
operations, and interest received in 1998 on state tax refunds. Interest expense
was $2,800,000 higher chiefly associated with increased borrowings relating to
overseas and domestic acquisition and expansion activities. Ogden has one
interest rate swap agreement covering a notional amount of $2,400,000 which
expires November 30, 2000 and was entered into to convert Ogden's variable rate
debt to a fixed rate. Another swap agreement expired December 16, 1998 and was
entered into to convert Ogden's fixed rate $100,000,000 9.25% debentures to a
variable rate. Additional interest expense relating to these swap agreements was
not significant in the first six months of 1998 and 1999, respectively.
Equity in income of investees and joint ventures for the six months ended June
30, 1999 was $2,200,000 higher than the comparable period of 1998 primarily
reflecting increased earnings in Aviation joint ventures which were affected by
the write off of start-up costs at Argentina and Colombia joint ventures in 1998
partially offset by decreased earnings of Pacific Energy Inc. joint ventures,
which included the buy out of an energy sales agreement with respect to a 50%
joint venture in 1998.
The effective income tax rate for the first six months of 1999 and 1998 was 38%
for both periods.
Revenues for the three months ended June 30, 1999 were $11,600,000 lower than
the comparable period of 1998. This decrease was primarily due to a decrease of
$59,500,000 in the Aviation segment chiefly associated with the sale of the
inflight catering business in June 1998 which had revenues of $35,100,000 in
1998 and an adjusted gain on the sale of $36,400,000 partially offset by the
acquisition of Flight Services Group in March 1999, the start up of Hong Kong
operations in late 1998 and increased activity in ground services operations.
The Other segment's revenues were $3,600,000 lower primarily reflecting reduced
activity at Datacom. These decreases in the Aviation and Other segments'
revenues were partially offset by an increase of $26,100,000 in the Energy
segment chiefly associated with an increase of $29,200,000 in construction
revenues primarily reflecting increased activity in the Environmental Group and
in Waste-to-Energy retrofits and an increase of $7,400,000 in Independent Power
operations chiefly associated with operations acquired in 1999. These increases
were partially offset by reduced operating activity in Waste-to-Energy
operations chiefly associated with the closing of the Lawrence facility and the
amortization of the prepayment of a power sales agreement and in the
Environmental group reflecting lower activity in domestic and foreign
operations. The Entertainment segment's revenues were $25,400,000 higher
primarily reflecting increased concert activity, the acquisition of several new
contracts, Casino Iguazu, four Water Parks and the gain on the sale of certain
Amphitheater contracts.
Consolidated operating income for the three months ending June 30, 1999 was
$4,000,000 lower than the comparable period of 1998. The Aviation segment's
income from operations was $20,700,000 lower primarily reflecting the adjusted
gain on the sale of inflight catering operations in June 1998 reduced by
provisions for restructuring European operations, certain legal claims and other
charges partially offset by increased activity in domestic and international
fueling and ground services operations and the acquisition of Flight Services
Group. The Entertainment segment's income from operations was $700,000 lower
chiefly associated with losses incurred at several site based locations
(Tinseltown, Casino Iguazu, American Wilderness) and certain fees and bad debt
recovery in 1998 partially offset by the gain on the sale of certain
Amphitheater contracts. The Other segment's income from operations was $700,000
lower primarily reflecting charges relating to the sale of Facility Services,
partially offset by increased margins at Datacom. These reductions in the
Entertainment, Aviation and Other segments were partially offset by an increase
in income from operations of $8,200,000 in the Energy segment chiefly associated
with an increase of $13,300,000 in Independent Power group's income from
operations reflecting adjustments of $9,000,000 associated with the acquisition
of the remaining 50% of a joint venture, and increased operating income in
certain subsidiaries, partially offset by decreased operating income of
$5,300,000 in the Waste-to-Energy group primarily reflecting the closing of the
Lawrence facility, the amortization of the prepayment of a power sales agreement
and a gain of $9,300,000 on the renegotiation of a facility contract in 1999
partially offset by a gain in 1998 of $9,000,000 on the sale of a power sales
agreement and lower income of $1,500,000 in Environmental operations reflecting
lower domestic activity and a loss in Spanish operations.
Debt service charges decreased $1,400,000 due primarily to lower debt
outstanding on various facilities caused by redemption, refinancing and
maturities of bonds. The Energy segment had interest rate swap agreements
entered into as hedges against interest rate exposure on adjustable rate project
debt that resulted in additional debt service expense of $413,000 and $108,000
for the three months ended June 30, 1999 and 1998, respectively. Two of these
interest rate swap agreements were terminated in the third and fourth quarters
of 1998.
Corporate unallocated expenses - net for the three months ended June 30, 1999
were $15,100,000 lower than the comparable period of 1998. This decrease
primarily reflects restructuring costs, certain litigation and proxy related
charges provided for in the second quarter of 1998 and other income reflecting a
gain of $5,100,000 on the sale of an investment in June 1999.
Interest income for the three months ended June 30, 1999 was $1,700,000 lower
than the comparable period of 1998 primarily reflecting the repayment of loans
by customers and joint ventures, notes received from the sale of various
operations and interest received in 1998 on state tax refunds. Interest expense
was $1,800,000 higher primarily reflecting increased borrowings relating to
overseas and domestic acquisitions and expansion activity. Ogden had one
interest rate swap agreement covering a notional amount of $2,400,000 which
expires November 30, 2000 and was entered into to convert Ogden's variable rate
debt to a fixed rate. Another swap agreement expired December 16, 1998.
Additional interest expense relating to these swap agreements was not
significant for the three months ended June 30, 1999 and 1998, respectively.
Equity in net income of investees and joint ventures for the three months ended
June 30, 1999 was $700,000 lower than the comparable period of 1998 chiefly
associated with the operations of Pacific Energy joint ventures which included
the buy out of an energy sales agreement with respect to a 50% joint venture in
1998, partially offset by increased income in Aviation overseas joint ventures
which were affected by the write off of start-up costs at Argentina and Colombia
joint ventures in 1998.
The effective income tax rate for the three months ended June 30, 1999 was 38%
compared with 38.4% for the comparable period of 1998. This decrease of .4% was
chiefly associated with an increase in non-deductible permanent items for U.S.
purposes.
Capital Investment and Commitments: For the six months ended June 30, 1999,
capital investments amounted to $72,000,000, of which $21,400,000, inclusive of
restricted funds transferred from funds held in trust, was for Energy facilities
and $50,600,000 was for normal replacement and growth in Entertainment
($37,100,000), Aviation ($5,600,000), Energy ($6,900,000), and Other
($1,000,000) operations.
At June 30, 1999, capital commitments amounted to $164,600,000, which included
$107,100,000 for normal replacement, modernization, and growth in Entertainment
($93,000,000), Aviation ($3,400,000), and Energy ($10,700,000) operations.
Energy also has a commitment to pay, in 2008, $10,600,000 for a service contract
extension at a waste-to-energy facility. Also included was $46,900,000 for
Energy's coal-fired power project in the Philippines, a natural gas-fired power
plant in Bangladesh, and an investment in a joint venture, reflecting
$25,200,000 for the remaining mandatory equity contributions, $5,700,000 for
contingent equity contributions, and $16,000,000 for standby letters of credit
in support of debt service reserve requirements. Funding for the remaining
mandatory equity contributions is being provided through bank credit facilities,
which must be repaid in June 2000 through December 2001. The Corporation also
has a $7,300,000 contingent equity contribution in Entertainment ($2,500,000)
and Aviation ($4,800,000) joint ventures. The Corporation has entered into an
agreement to acquire Volume Services of America, Inc. for a purchase price of
$127,000,000 plus approximately $215,000,000 in assumed debt subject to all
regulatory approvals and certain other conditions. A non-refundable payment of
$10,000,000 was made on the signing of this agreement. In addition, compliance
with the standards and guidelines under the Clean Air Act Amendments of 1990 may
require further Energy capital expenditures of approximately $40,000,000 through
December 2000 subject to the final time schedules determined by the individual
states in which the Corporation's waste-to-energy facilities are located.
Ogden and certain of its subsidiaries have issued or are party to performance
bonds and guarantees and related contractual obligations undertaken mainly
pursuant to agreements to construct and operate certain waste-to-energy,
entertainment, and other facilities. In the normal course of business, they are
involved in legal proceedings in which damages and other remedies are sought. In
connection with certain contractual arrangements, Ogden has agreed to provide a
vendor with a specified amount of business over a two-year period. If this
amount is not provided the Corporation may be liable for prorated damages of up
to approximately $3,000,000. Management does not expect that these contractual
obligations, legal proceedings, or any other contingent obligations incurred in
the normal course of business will have a material adverse effect on Ogden's
Consolidated Financial Statements.
During 1994, a subsidiary of Ogden entered into a 30-year facility management
contract, pursuant to which it agreed to advance funds to a customer, and if
necessary, to assist the customer's refinancing of senior secured debt incurred
in connection with the construction of the facility. Ogden is obligated to
purchase such senior secured debt in the amount of $97,050,000 on December 23,
2002, if the debt is not refinanced prior to that time. Ogden is also required
to repurchase the outstanding amount of certain subordinated secured debt of
such customer on December 23, 2002. At June 30, 1999, the amount outstanding was
$51,625,000. In addition, on June 30, 1999, the Corporation has guaranteed
$3,400,000 of senior secured term debt of an affiliate and principal tenant of
this customer and has guaranteed up to $3,400,000 of the tenant's secured
revolving debt. In addition, Ogden is obligated to purchase $20,381,000 of the
tenant's secured subordinated indebtedness on January 29, 2004, if such
indebtedness has not been repaid or refinanced prior to that time. Ogden has
guaranteed approximately $4,000,000 of borrowings of a joint venture in which
Ogden has an equity interest. Management does not expect that these arrangements
will have a material adverse effect on Ogden's Consolidated Financial
Statements.
Liquidity/Cash Flow: Net cash provided from operating activities was
$197,300,000 lower than the comparable period of 1998 primarily reflecting a
decrease in deferred income of $202,600,000 chiefly associated with the
prepayment of a power sales agreement for the Haverhill waste-to-energy plant in
1998. Net cash used in investing activities increased $161,300,000 primarily
reflecting the purchase of Energy operations in the Philippines and Thailand and
the remaining 50% interest in a joint venture as well as the Flight Services
group and five Water Parks in the United States and Brazil amounting to
$133,700,000, a decrease in proceeds from sale of businesses of $57,800,000, an
increase in capital expenditures of $6,300,000, an increase of $10,000,000 in
other investments, partially offset by the proceeds from the sale of marketable
securities of $44,700,000. Net cash used in financing activities was
$154,500,000 lower primarily reflecting a reduction of funds held in trust of
$178,100,000 chiefly associated with the prepayment of a power sales agreement
in 1998, and a decrease of $19,700,000 for the purchase of treasury shares
partially offset by a net decrease of $37,200,000 in debt chiefly associated
with acquisitions and $6,300,000 lower proceeds from the exercise of stock
options.
Exclusive of changes in Energy facility construction activities and the
contracts discussed herein, the Corporation's other types of contracts are not
expected to have a material effect on liquidity. Cash required for investing and
financing activities is expected to be satisfied from operating activities;
available funds, including short-term investments; proceeds from the sale of
noncore businesses; proceeds from the sale of debt or equity securities; and the
Corporation's unused credit facilities to the extent needed. Debt service
associated with project debt of waste-to-energy facilities, which is an explicit
component of a client community's obligation under its service agreement, is
paid as it is billed and collected.
At June 30, 1999, the Corporation had $100,200,000 in cash and cash equivalents
and unused revolving credit lines of $160,000,000.
In 1998, Ogden's Board of Directors authorized the purchase of shares of the
Corporation's common stock in an amount up to $200,000,000. Through June 30,
1999, 2,223,000 shares of common stock were purchased for $58,891,000.
Year 2000 Issues:
Background - The term `Year 2000 issue' generally refers to the problems that
may occur from the improper processing of date sensitive calculations, date
comparisons, and leap year determination by computers and other machinery
containing computer chips (i.e., "embedded systems"). In an effort to save
expensive memory and processing time, historically most of the world's computer
hardware and software used only two digits to identify the year in a date. If
not corrected or replaced, many systems will fail to distinguish between the
years `2000' and `1900' and will incorrectly process related date information.
State of Readiness - Ogden has established a Year 2000 Project that is actively
addressing its Year 2000 issues. The project is comprised of four phases:
awareness, assessment, action, and anticipation. The awareness phase included
the education of the Corporation's Board of Directors, management, and staff
regarding the Year 2000 issue and the Corporation's strategy to address the
problem. The awareness phase of the project is completed. The objective of the
project's assessment phase is to inventory and assess the Year 2000 compliance
of Ogden's internal information technology and embedded systems, as well as to
ascertain the compliance of the products and services provided to the
Corporation by third parties. Ogden's internal assessment is complete. The
assessment of third parties on which the Corporation relies for key products and
services is now considered an iterative process that will continue through the
end of 1999. Ogden's action phase includes the prioritization, remediation, and
testing of Year 2000 solutions. The Corporation is performing the remediation of
all its mission critical systems, through a series of projects with completion
dates between January 1997 and November 1999. This phase is winding down. The
fourth phase of Ogden's Year 2000 Project, the anticipation phase, includes the
development and implementation of contingency plans for mission critical
business functions. The anticipation phase of the project has begun and is
expected to continue throughout 1999.
Ogden has made considerable progress towards Year 2000 compliance, as a result
of it's initiative to improve access to business information through the
implementation of common, integrated computing systems across the operations of
the Corporation. Early in the process, Ogden adopted the strategy of
implementing industry standard compliant packages, rather than remediate the
code of its legacy systems. This initiative commenced in 1996, with the
replacement of Ogden's domestic administrative systems with the PeopleSoft
systems and the upgrade of associated infrastructure. The implementations of
these Year 2000 compliant systems are completed. Additional efforts to replace
or upgrade the international administrative systems and a variety of key
operating systems are on schedule for completion. Ogden has not deferred any
specific information technology project as a result of the implementation of the
Year 2000 Project.
Costs - The total cost associated with resolving the Corporation's Year 2000
issues is not expected to be material to the Company's financial condition.
Based on the assessments and remediation plans, the estimated costs of the
Company's Year 2000 Project are $11,200,000. Ogden has spent $4,500,000 to date,
and anticipates the majority of the cost being incurred during the summer
months. Because of Ogden's strategy to implement or upgrade a number of systems
(e.g., PeopleSoft) as part of its initiative to improve access to key business
information, those costs of implementation are not included in these estimates.
Risks - The Securities and Exchange Commission requires that public companies
forecast the most reasonably likely worst case Year 2000 scenario. Based on the
assessment efforts to date, the Company does not believe that the Year 2000
issue will have a material adverse effect on its financial condition or results
of operations. The Company operates a large number of geographically dispersed
sites and has a large supplier base and believes that these factors will
mitigate any adverse impact. The Company's beliefs and expectations, however,
are based on certain assumptions and expectations that ultimately may prove to
be inaccurate.
The Company has identified that a significant disruption in the supply chain
represents the most reasonably likely worst case Year 2000 scenario. Potential
sources of risk include (a) the inability of principal suppliers and providers,
to be Year 2000 ready, which could result in delays in deliveries from such
suppliers and (b) disruption of the Company's ability to provide products and
services as a result of a general failure of systems and necessary
infrastructure such as electricity supply. The Company is preparing contingency
plans around an assumed period of disruption to the supply chain, to reduce the
impact of significant failure.
Contingency Plans - Ogden's Year 2000 project strategy includes the development
of contingency plans for any mission critical business functions determined to
be at risk. While Ogden is not presently aware of any significant exposure,
there can be no assurances that all Year 2000 remediation processes will be
completed and properly tested before the Year 2000, or that contingency plans
will sufficiently mitigate the risk of a Year 2000 compliance problem. Ogden has
begun the development of its contingency plan. The contingency planning process
is an ongoing one which will continue through 1999 as Ogden obtains relevant
Year 2000 compliance information resulting from its internal remediation and
testing efforts, as well as from third parties.
Any statements in this communication, including but not limited to the "Year
2000 Issue" discussion, which may be considered to be "forward-looking
statements," as that term is defined in the Private Securities Litigation Reform
Act of 1995, are subject to certain risk and uncertainties. The factors that
could cause actual results to differ materially from those suggested by any such
statements include, but are not limited to, those discussed or identified from
time to time in the Corporation's public filings with the Securities and
Exchange Commission and more generally, general economic conditions, including
changes in interest rates and the performance of the financial markets; changes
in domestic and foreign laws, regulations, and taxes; changes in competition and
pricing environments; and regional or general changes in asset valuations.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Ogden Corporation and its subsidiaries (the "Company") are parties
to various legal proceedings involving matters arising in the ordinary course of
business. The Company does not believe that there are any pending legal
proceedings for damages against the Company, other than ordinary routine
litigation incidental to its business, the outcome of which would have a
material adverse effect on the Company on a consolidated basis.
(a) Environmental Matters
The Company conducts regular inquiries of its subsidiaries regarding
litigation and environmental violations which include determining the nature,
amount and likelihood of liability for any such claims, potential claims or
threatened litigation.
In the ordinary course of its business, the Company may become
involved in Federal, state, and local proceedings relating to the laws
regulating the discharge of materials into the environment and the protection of
the environment. These include proceedings for the issuance, amendment, or
renewal of the licenses and permits pursuant to which a Company subsidiary
operates. Such proceedings also include actions brought by individuals or local
governmental authorities seeking to overrule governmental decisions on matters
relating to the subsidiaries' operations in which the subsidiary may be, but is
not necessarily, a party. Most proceedings brought against the Company by
governmental authorities or private parties under these laws relate to alleged
technical violations of regulations, licenses, or permits pursuant to which a
subsidiary operates. The Company believes that such proceedings will not have a
material adverse effect on the Company's consolidated financial statements.
The Company's operations are subject to various Federal, state and
local environmental laws and regulations, including the Clean Air Act, the Clean
Water Act, the Comprehensive Environmental Response Compensation and Liability
Act (CERCLA) and Resource Conservation and Recovery Act (RCRA). Although the
Company operations are occasionally subject to proceedings and orders pertaining
to emissions into the environment and other environmental violations, the
Company believes that it is in substantial compliance with existing
environmental laws and regulations.
In connection with certain previously divested operations, the
Company may be identified, along with other entities, as being among potentially
responsible parties responsible for contribution for costs associated with the
correction and remediation of environmental conditions at various hazardous
waste disposal sites subject to CERCLA. In certain instances the Company may be
exposed to joint and several liability for remedial action or damages. The
Company's ultimate liability in connection with such environmental claims will
depend on many factors, including its volumetric share of waste, the total cost
of remediation, the financial viability of other companies that also sent waste
to a given site and its contractual arrangement with the purchaser of such
operations.
II-1
The potential costs related to such matters and the possible impact
on future operations are uncertain due in part to the complexity of government
laws and regulations and their interpretations, the varying costs and
effectiveness of cleanup technologies, the uncertain level of insurance or other
types of recovery, and the questionable level of the Company's responsibility.
Although the ultimate outcome and expense of environmental remediation is
uncertain, the Company believes that required remediation and continuing
compliance with environmental laws will not have a material adverse effect on
the Company's consolidated financial statements.
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Annual Meeting of Shareholders of Ogden Corporation was
held on May 20, 1999.
(b) Name of Each Director Elected Name of Each other
----------------------------- Director whose Term of
Office Continued
------------------
George L. Farr David M. Abshire (2000)
Jeffrey F. Friedman Norman G. Einspruch (2000)
Helmut Volcker Attallah Kappas (2000)
Homer A. Neal (2000)
R. Richard Ablon (2001)
Judith D. Moyers (2001)
Robert E. Smith (2001)
Anthony J. Bolland (2001)
(c)(i) Proposal 1: Election of three directors for a three year
term.
Name Votes For Votes Withheld
---- --------- --------------
George L. Farr 37,078,380 5,981,507
Jeffrey F. Friedman 37,076,743 5,983,144
Helmut Volcker 37,071,842 5,988,045
(ii) Proposal 2: Proposal to amend Section 6. of Ogden's
Restated Certificate of Incorporation to eliminate the
provisions for the classification of Ogden's Board of
Directors.
For Against Abstain Broker Non-Votes
--- ------- ------- ----------------
34,831,709 2,387,468 208,576 5,644,110
(iii) Proposal 3: Approval of the Ogden 1999 Stock Option Plan.
II-2
For Against Abstain Broker Non-Votes
--- ------- ------- ----------------
32,167,824 5,003,586 256,343 5,644,110
(iv) Proposal 4: Approval of the CEO Formula Bonus Plan.
For Against Abstain Broker Non-Votes
--- ------- ------- ----------------
39,072,044 3,689,019 310,800 -0-
(v) Proposal 5: Ratification of the selection of Deloitte &
Touche LLP as independent public accountants of the
corporation and its subsidiaries for the year 1999:
For Against Abstain Broker Non-Votes
--- ------- ------- ----------------
42,670,661 283,357 117,845 -0-
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
2 Plans of Acquisition, Reorganization, Arrangement,
Liquidation or Succession.
2.1 Agreement and Plan of Merger, dated as of October 31,
1989, among Ogden, ERCI Acquisition Corporation and ERC
International, Inc.*
2.2 Agreement and Plan of Merger among Ogden Corporation,
ERC International Inc., ERC Acquisition Corporation and
ERC Environmental and Energy Services Co., Inc. dated as
of January 17, 1991.*
2.3 Amended and Restated Agreement and Plan of Merger among
Ogden Corporation, OPI Acquisition Corporation sub. and
Ogden Projects, Inc., dated as of September 27, 1994.*
3 Articles of Incorporation and By-Laws.
3.1 Ogden's Restated Certificate of Incorporation as
amended.*
3.2 Ogden's By-Laws, as amended through April 8, 1998.*
4 Instruments Defining Rights of Security Holders.
II-3
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 (a) U.S. $95 million Term Loan and Letter of Credit
and Reimbursement Agreement among Ogden, the
Deutsche Bank AG, New York Branch and the
signatory Banks thereto, dated March 26, 1997.*
(b) Ogden $200 million Credit Agreement by and among
Ogden, The Bank of New York, as Agent and the
signatory Lenders thereto dated as of June 30,
1997.*
10.2 Rights Agreement between Ogden Corporation and
Manufacturers Hanover Trust Company, dated as of
September 20, 1990.*.
10.3 Executive Compensation Plans and Agreements.
(a) Ogden Corporation 1990 Stock Option Plan.*
(i) Ogden Corporation 1990 Stock Option Plan as
Amended and Restated as of January 19,
1994.*
(ii) Amendment adopted and effective as of
September 18, 1997.*
(a) (a) Ogden Corporation 1999 Stock Option Plan, as
amended.
(b) Ogden Services Corporation Executive Pension
Plan.*
(c) Ogden Services Corporation Select Savings Plan
Amendment and Restatement as of January 1, 1995.*
II-4
(i) Amendment Number One to the Ogden Services
Corporation Select Savings Plan as amended
and restated January 1, 1995, effective
January 1, 1998.*
(d) Ogden Services Corporation Select Savings Plan
Trust Amendment and Restatement as of January 1,
1995.*
(e) Ogden Services Corporation Executive Pension Plan
Trust.*
(i) Ogden Services Corporation Executive Pension
Plan Trust Amendment Number One.
(f) Changes effected to the Ogden Profit Sharing Plan
effective January 1, 1990.*
(g) Ogden Profit Sharing Plan as amended and restated
effective as of January 1, 1995.*
(h) Ogden Corporation Core Executive Benefit Program.*
(i) Ogden Projects Pension Plan.*
(j) Ogden Projects Profit Sharing Plan.*
(k) Ogden Projects Supplemental Pension and Profit
Sharing Plans.*
(l) Ogden Projects Core Executive Benefit Program.*
(m) 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.*
(n) Ogden Corporation Amended and Restated CEO Formula
Bonus Plan.*
(o) Ogden Key Management Incentive Plan.*
II-5
10.4 Employment Agreements
(a) Employment Letter Agreement between Ogden
Corporation and Lynde H. Coit, Senior Vice
President and General Counsel, dated March 1,
1999.*
(b) Employment Agreement between R. Richard Ablon,
President, Chairman and C.E.O., and Ogden dated as
of January 1, 1998.*
(c) Separation Agreement between Ogden and Philip G.
Husby, Senior Vice President and C.F.O., dated as
of September 17, 1998.*
(d) Employment Agreement between Scott G. Mackin,
Executive Vice President and Ogden Corporation
dated as of October 1, 1998.*
(e) Employment Agreement between Ogden Corporation and
David L. Hahn, Senior Vice President - Aviation,
dated December 1, 1995.*
(i) Letter Amendment to Employment Agreement
between Ogden Corporation and David L. Hahn,
Senior Vice President - Aviation effective
as of October 1, 1998.*
(f) Employment Agreement between Ogden Corporation and
Rodrigo Arboleda, Senior Vice President dated
January 1, 1997.*
(i) Letter Amendment to Employment Agreement
between Ogden Corporation and Rodrigo
Arboleda, Senior Vice President, effective
as of October 1, 1998.*
(g) Employment Agreement between Ogden Projects, Inc.
and Bruce W. Stone, dated June 1, 1990.*
(h) Employment Agreement between Ogden Corporation and
Quintin G. Marshall, Senior Vice President -
Corporate Development, dated October 30, 1996.*
(i) Letter Amendment to Employment Agreement
between Ogden Corporation and Quintin G.
II-6
Marshall, Senior Vice President - Corporate
Development, effective as of October 1,
1998.*
(i) Employment Agreements between Ogden and Jesus
Sainz, Executive Vice President, effective as of
January 1, 1998.*
(i) Letter Amendment to Employment Agreement
between Ogden Corporation and Jesus Sainz,
Executive Vice President, effective as of
October 1, 1998.*
(j) Employment Agreement between Alane Baranello, Vice
President - Human Resources, and Ogden Services
Corporation dated October 28, 1996.*
(i) Letter Amendment to Employment Agreement
between Ogden Corporation and Alane
Baranello, Vice President - Human Resources,
dated as of October 13, 1998.*
(k) Employment Agreement between Peter Allen, Senior
Vice President, and Ogden Corporation dated July
1, 1998.*
(l) Employment Agreement between Ogden Corporation and
Raymond E. Dombrowski, Jr., Senior Vice President
and C.F.O., dated as of September 21, 1998.*
10.5 Stock Purchase Agreement among Volume Services America
Holdings, Inc.; BCP Volume L.P.; BCP Offshore Volume
L.P.; Recreational Services L.L.C.; VSI Management
Direct L.P.; General Electric Capital Corporation; and
Ogden Entertainment, Inc., dated June 24, 1999.
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
A Form 8-K Current Report was filed on June 28, 1999 and is
incorporated herein by reference.
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 16, 1999 By /s/ Raymond E. Dombrowski, Jr.
-------------------------------
Raymond E. Dombrowski, Jr.
Senior Vice President
and Chief Financial
Officer
Date: August 16, 1999 By: /s/ William J. Metzger
-------------------------------
William J. Metzger
Vice President 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 Filed as Exhibit 2 to
Merger, dated as of October Ogden's Form S-4
31, 1989, among Ogden, ERCI Registration Statement File
Acquisition Corporation and No. 33-32155, and
ERC International Inc. incorporated herein by
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
Acquisition Corporation and 31, 1990 and incorporated
ERC Environmental and Energy herein by reference.
Services Co., Inc. dated as
of January 17, 1991.
2.3 Amended and Restated Filed as Exhibit 2 to
Agreement and Plan of Merger Ogden's Form S-4
among Ogden Corporation, OPI Registration Statement File
Acquisition Corporation sub. No. 33-56181 and
and Ogden Projects, Inc. incorporated herein by
dated as of September 27, reference.
1994.
3 Articles of Incorporation
and By-Laws.
3.1 Ogden's Restated Certificate Filed as Exhibit (3)(a) to
of Incorporation as amended. 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. Filed as Exhibit 3.2 to
Ogden's Form 10-Q for the
quarterly period ended March
31, 1998 and incorporated
herein by reference.
4 Instruments Defining Rights
of Security Holders.
1
EXHIBIT
NO. DESCRIPTION OF DOCUMENT FILING INFORMATION
--- ----------------------- ------------------
4.1 Fiscal Agency Agreement Filed as Exhibits (C)(3) and
between Ogden and Bankers (C)(4) to Ogden's Form 8-K
Trust Company, dated as of filed with the Securities
June 1, 1987 and Offering and Exchange Commission on
Memorandum dated June 12, July 7, 1987 and
1987, relating to U.S. $85 incorporated herein by
million Ogden 6% Convertible reference.
Subordinated Debentures, Due
2002.
4.2 Fiscal Agency Agreement Filed as Exhibit (4)to
between Ogden and Bankers Ogden's Form S-3
Trust Company, dated as of Registration Statement filed
October 15, 1987, and with the Securities and
Offering Memorandum, dated Exchange Commission on
October 15, 1987, relating December 4, 1987,
to U.S. $75 million Ogden Registration No. 33-18875,
5-3/4% Convertible and incorporated herein by
Subordinated Debentures, Due reference.
2002.
4.3 Indenture dated as of March Filed as Exhibit (4)(C) to
1, 1992 from Ogden Ogden's Form 10-K for fiscal
Corporation to The Bank of year ended December 31,
New York, Trustee, relating 1991, and incorporated
to Ogden's $100 million debt herein by reference.
offering.
10 Material Contracts
10.1(a) U.S. $95 million Term Loan Filed as Exhibit 10.6 to
and Letter of Credit and Ogden's Form 10-Q for the
Reimbursement Agreement quarterly period ended March
among Ogden, the Deutsche 31, 1997 and incorporated
Bank AG, New York Branch and herein by reference.
the signatory Banks thereto,
dated March 26, 1997.
10.1(b) $200 million Credit Filed as Exhibit 10.1(i) to
Agreement among Ogden, The Ogden's Form 10-Q for the
Bank of New York as Agent quarterly period ended June
and the signatory Lenders 30, 1997 and incorporated
thereto, dated as of June herein by reference.
30, 1997.
10.2 Rights Agreement between Filed as Exhibit (10)(h) to
Ogden Corporation and Ogden's Form 10-K for the
Manufacturers Hanover Trust fiscal year ended December
Company, dated as of 31, 1990 and incorporated
September 20, 1990 and herein by reference.
amended August 15, 1995 to
provide The Bank of New York
as successor agent.
2
10.3 Executive Compensation Plan and Agreements.
(a) Ogden Corporation 1990 Filed as Exhibit (10)(j) to
Stock Option Plan. Ogden Form 10-K for the
fiscal year ended December
31, 1990 and incorporated
herein by reference.
(i) Ogden Filed as Exhibit 10.6(b)(i)
Corporation 1990 to Ogden's Form 10-Q for the
Stock Option quarterly period ended
Plan as Amended September 30, 1994 and
and Restated as incorporated herein by
of January 19, reference.
1994.
(ii) Amendment Filed as Exhibit 10.7(a)(ii)
adopted and to Ogden's Form 10-K for
effective as of fiscal period ended December
September 18, 31, 1997 and incorporated
1997. herein by reference.
(a) (a) Ogden Corporation Transmitted herewith as
1999 Stock Option Exhibit 10.3(a)(a).
Plan, as amended.
(b) Ogden Services Filed as Exhibit (10)(k) to
Corporation Executive Ogden's Form 10-K for the
Pension Plan. fiscal year ended December
31, 1990 and incorporated
herein by reference.
(c) Ogden Services Filed as Exhibit 10.7(d)(I)
Corporation Select to Ogden's Form 10-K for the
Savings Plan Amendment fiscal year ended December
and Restatement as of 31, 1994 and incorporated
January 1, 1995. herein by reference.
(i) Amendment Number Filed as Exhibit 10.7(c)(ii)
One to the Ogden to Ogden's Form 10-K for the
Services fiscal year ended December
Corporation 31, 1997 and incorporated
Select Savings herein by reference.
Plan as Amended
and Restated
January 1, 1995,
effective
January 1, 1998.
(d) Ogden Services Filed as Exhibit 10.7(e)(i)
Corporation Select to Ogden's Form 10-K for the
Savings Plan Trust fiscal year ended December
Amendment and 31, 1994 and incorporated
Restatement as of herein by reference.
January 1, 1995.
3
(e) Ogden Services Filed as Exhibit (10)(n) to
Corporation Executive Ogden's Form 10-K for the
Pension Plan Trust. fiscal year ended December
31, 1990 and incorporated
herein by reference.
(i) Ogden Services Transmitted herewith as
Corporation Exhibit 10.3(e)(i).
Executive
Pension Plan
Trust Amendment
Number One.
(f) Changes effected to Filed as Exhibit (10)(o) to
the Ogden Profit Ogden's Form 10-K for the
Sharing Plan effective fiscal year ended December
January 1, 1990. 31, 1990 and incorporated
herein by reference.
(g) Ogden Profit Sharing Filed as Exhibit 10.7(p)(ii)
Plan as amended and to Ogden's Form 10-K for
restated effective as fiscal year ended December
of January 1, 1995. 31, 1994 and incorporated
herein by reference.
(h) Ogden Corporation Core Filed as Exhibit 10.8(q) to
Executive Benefit Ogden's Form 10-K for fiscal
Program. year ended December 31, 1992
and incorporated herein by
reference.
(i) Ogden Projects Pension Filed as Exhibit 10.8(r) to
Plan. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(j) Ogden Projects Profit Filed as Exhibit 10.8(s) to
Sharing Plan. Ogden's Form 10-K for fiscal
year ended December 31, 1992
and incorporated herein by
reference.
(k) Ogden Projects Filed as Exhibit 10.8(t) to
Supplemental Pension Ogden's Form 10-K for fiscal
and Profit Sharing year ended December 31, 1992
Plans. and incorporated herein by
reference.
(l) Ogden Projects Core Filed as Exhibit 10.8(v) to
Executive Benefit Ogden's Form 10-K for fiscal
Program. year ended December 31, 1992
and incorporated
4
herein by reference.
(m) Form of amendments to Filed as Exhibit 10.8(w) to
the Ogden Projects, Ogden's Form 10-K for fiscal
Inc. Pension Plan and year ended December 31, 1993
Profit Sharing Plans and incorporated herein by
effective as of reference.
January 1, 1994.
(i) Form of amended Filed as Exhibit 10.7(w)(i)
Ogden Projects to Ogden's Form 10-K for
Profit Sharing fiscal year ended December
Plan effective 31, 1994 and incorporated
as of January 1, herein by reference.
1994.
(ii) Form of amended Filed as Exhibit 10.7(w)(ii)
Ogden Projects to Ogden's Form 10-K for
Pension Plan, fiscal year ended December
effective as of 31, 1994 and incorporated
January 1, 1994. herein by reference.
(n) Ogden Corporation Filed as Exhibit 10.3(n) to
Amended and Restated Ogden's Form 10-K for the
CEO Formula Bonus fiscal year ended December
Plan. 31, 1998 and incorporated
herein by reference.
(o) Ogden Key Management Filed as Exhibit 10.7(p) to
Incentive Plan. Ogden's Form 10-K for the
fiscal year ended December
31, 1997 and incorporated
herein by reference.
10.4 Employment Agreements
(a) Employment Letter Filed as Exhibit 10.4(a) to
Agreement between Ogden's Form 10-K for the
Ogden Corporation and fiscal year ended December
Lynde H. Coit, Senior 31, 1998 and incorporated
Vice President and herein by reference.
General Counsel dated
March 1, 1999.
(b) Employment Agreement Filed as Exhibit 10.3(h) to
between R. Richard Ogden's Form 10-Q for the
Ablon and Ogden dated quarterly period ended June
as of January 1, 1998. 30, 1998 and incorporated
herein by reference.
(c) Separation Agreement Filed as Exhibit 10.8(c) to
between Ogden Ogden's Form 10-Q for the
Corporation and Philip quarterly period ended
G. Husby, Senior Vice September 30, 1998 and
President and C.F.O., incorporated herein by
dated as of reference.
5
September 17, 1998.
(d) Employment Agreement Filed as Exhibit 10.2(q) to
between Ogden Ogden's Form 10-K for fiscal
Corporation and year ended December 31, 1991
Ogden's Chief and incorporated herein by
Accounting Officer reference.
dated as of December
18, 1991.
(e) Employment Agreement Filed as Exhibit 10.8(e) to
between Scott G. Ogden's Form 10-Q for the
Mackin, Executive Vice quarter ended September 30,
President, and Ogden 1998 and incorporated herein
Corporation dated as by reference.
of October 1, 1998.
(f) Employment Agreement Filed as Exhibit 10.8(i) to
between Ogden Ogden's Form 10-K for fiscal
Corporation and David year ended December 31, 1995
L. Hahn, Senior Vice and incorporated herein by
President - Aviation, reference.
dated December 1,
1995.
(i) Letter Amendment Filed as Exhibit 10.8(f)(i)
to Employment to Ogden's Form 10-Q for the
Agreement quarterly period ended
between Ogden September 30, 1998 and
Corporation and incorporated herein by
David L. Hahn, reference.
effective as of
October 1, 1998.
(g) Employment Agreement Filed as Exhibit 10.8(j) to
between Ogden Ogden's Form 10-K for fiscal
Corporation and year ended December 31, 1996
Rodrigo Arboleda, and incorporated herein by
Senior Vice President reference.
dated January 1, 1997.
(i) Letter Amendment Filed as Exhibit 10.8(g)(i)
to Employment to Ogden's Form 10-Q for the
Agreement quarterly period ended
between Ogden September 30, 1998 and
Corporation and incorporated herein by
Rodrigo reference.
Arboleda, Senior
Vice President,
effective as of
October 1, 1998.
(h) Employment Agreement Filed as Exhibit 10.8(k) to
between Ogden Ogden's Form 10-K for fiscal
Projects, Inc. and year ended December 31, 1996
Bruce W. Stone, dated and incorporated herein by
June 1, 1990. reference.
6
(i) Employment Agreement Filed as Exhibit 10.8(l) to
between Ogden Ogden's Form 10-K for fiscal
Corporation and year ended December 31, 1996
Quintin G. Marshall, and incorporated herein by
Senior Vice President reference.
dated October 30,
1996.
(i) Letter Amendment Filed as Exhibit 10.8(i)(i)
to Employment to Ogden's Form 10-Q for the
Agreement quarter ended September 30,
between Ogden 1998 and incorporated herein
Corporation and by reference.
Quintin G.
Marshall, Senior
Vice President -
Corporate
Development
effective as of
October 1, 1998.
(j) Employment Agreements Filed as Exhibit 10.8(m) to
between Ogden and Ogden's Form 10-K for the
Jesus Sainz, Executive fiscal year ended December
Vice President, 31, 1997 and incorporated
effective as of herein by reference.
January 1, 1998.
(i) Letter Amendment Filed as Exhibit 10.8(j)(i)
to Employment to Ogden's Form 10-Q for the
Agreement quarter ended September 30,
between Ogden 1998 and incorporated herein
Corporation and by reference.
Jesus Sainz,
Executive Vice
President,
effective as of
October 1, 1998.
(k) Employment Agreement Filed as Exhibit 10.3(m) to
between Alane Ogden's Form 10-Q for the
Baranello, Vice quarterly period ended June
President - Human 30, 1998 and incorporated
Resources and Ogden herein by reference.
Services Corporation
dated October 28,
1996.
(i) Letter Amendment Filed as Exhibit 10.8(k)(i)
to Employment to Ogden's From 10-Q for the
Agreement quarter ended September 30,
between Ogden 1998 and incorporated herein
Corporation and by reference.
Alane Baranello,
Vice President -
Human Resources,
dated as of
October 13,
1998.
(l) Employment Agreement Filed herewith as Exhibit
between Peter Allen, 10.3(M)(1) to Ogden's Form
Senior 10-Q for the
7
Vice President, and quarterly ended June 30,
Ogden Corporation 1998 incorporated herein
dated July 1, 1998. by reference.
(m) Employment Agreement Filed as Exhibit 10.4(m) to
between Ogden Ogden's Form 10-Q for the
Corporation and quarter ended September 30,
Raymond E. Dombrowski, 1998 and incorporated herein
Jr., Senior Vice by reference.
President and C.F.O.,
dated as of September
21, 1998.
10.5 Stock Purchase Agreement Transmitted herewith as
among Volume Services Exhibit 10.5.
America Holdings, Inc.; BCP
Volume L.P.; BCP Offshore
Volume L.P.; Recreational
Services L.L.C.; VSI
Management Direct L.P.;
General Electric Capital
Corporation; and Ogden
Entertainment, Inc., dated
as of June 24, 1999.
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.
8