SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 17, 1999
OGDEN CORPORATION
(Each name of registrant as specified in the charter)
Delaware 1-3122 13-5549268
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
Two Pennsylvania Plaza New York, New York 10121
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(Address of Principal Executive Offices) Zip Code
Registrant's telephone number, including area code: (212)868-6000
NONE
(Former name or former address, if changed since last report)
Item 5. OTHER EVENTS
On September 17, 1999 Ogden Corporation issued a press release, a copy
of which is attached hereto as Exhibit A.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of business acquired: Not Applicable
(b) Pro forma financial information: Not Applicable
(c) Exhibits:
(1) Press Release of Ogden Corporation dated September 17, 1999.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this registration statement to be signed on its
behalf by the undersigned, thereto duly authorized.
OGDEN CORPORATION
Dated: September 17, 1999 By: /s/ J. L. Effinger
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J. L. Effinger
Assistant Secretary
EXHIBIT A
CONTACT: ADAM WEINER
Eric Berman
David Lilly
at Kekst and Company
212-521-4800
or:
Raymond Dombrowski
at Ogden Corporation
212-868-6000
Ogden Corporation Announces Intent to Sell Entertainment and Aviation
Businesses
MACKIN NAMED CHIEF EXECUTIVE OFFICER AND PRESIDENT; FARR ELECTED NON-EXECUTIVE
CHAIRMAN
DIVIDEND ELIMINATED
THIRD QUARTER EARNINGS EXPECTED TO BE BELOW ANALYSTS' EXPECTATIONS
NEW YORK, NEW YORK, SEPTEMBER 17, 1999 - Ogden Corporation (NYSE: OG) today
stated that, following an intensive evaluation, its Board of Directors has taken
a series of actions designed to ensure a solid operating platform for its Energy
business and enhance shareholder value.
In accordance with this plan, Ogden announced that it intends to pursue the sale
or other dispositions of its Entertainment and Aviation businesses and will
commence work immediately on this process. Accordingly, Ogden has decided to
cease work on its previously announced intention to explore ways to split its
existing business into two separate public companies.
Scott G. Mackin, who has served as Executive Vice President of Ogden and
President and Chief Operating Officer of the Energy business, has been named
Chief Executive Officer and President of Ogden Corporation, and a member of its
Board of Directors, effective immediately. George
L. Farr, former Vice Chairman of American Express Company and a current Ogden
director, has been elected as non-executive Chairman of the Board, effective
immediately.
R. Richard Ablon has resigned from his position as Chairman and Chief Executive
Officer of Ogden and from its Board of Directors, effective immediately, to
pursue his long-standing career interests in the entertainment and aviation
areas.
In order to improve the Company's cash flow and financial flexibility going
forward, and to enhance the growth prospects of the Energy business, Ogden also
announced that its Board of Directors has eliminated its quarterly dividend.
Ogden intends to commence discussions with its lenders to request covenant
waivers and other modifications required under its existing financing
arrangements in order to facilitate and expedite the sale process. The Company
stated that, during the process, the Entertainment and Aviation businesses will
continue to serve their customers as usual and without disruption.
Ogden also announced that it expects its earnings for the quarter ended
September 30, 1999 will be substantially below analysts' expectations. The
Company expects to report its third quarter results as originally scheduled.
Ogden Corporation currently has three business areas - Energy, Entertainment and
Aviation. The Energy group develops, owns and operates independent power
facilities and provides related infrastructure services. The Entertainment group
has interests in themed and location-based attractions; food and beverage
concessions; venue management; large format films and theatres; concert
promotions, artist management and recordings. The Aviation group provides ground
and cargo handling; passenger services; fueling; and airport infrastructure
development and management.
Any statements in this communication, 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 Company'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.
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