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Ogden Corporation

Ogden Corporation

277 Park Avenue
New York, New York 10172
U.S.A.
(212) 754-4000

Public Company
Incorporated:
August 4, 1939
Employees: 39,000
Sales: $800 million
Market Value: $1.340 billion
Stock Index: New York

Evolutionary adaptation is just as important for a company as it is for organisms. So stated Ralph E. Ablon, the president and directing force behind the Ogden Corporation. This philosophy has taken Ogden from a shaky beginning to a successful present and a promising future.

In 1935 the Utilities Power and Light Corporation was in danger of bankruptcy. The Atlas Corporation, controlled by Floyd Odium, had been its chief creditor. By 1939 Odium devised a plan reorganizing all remaining assets of the old utility under the control of a newly established company. This new company, the Ogden Corporation, could then liquidate these lingering assets. By 1951, with the exception of approximately $1,597,000 in cash and a few securities, Ogden sold all of the resources of the old utility. The corporation finally consisted of a rudimentary skeleton which the stockholders then voted to dissolve. It was at this point that Charlie Allen, of Allen & Company, stepped in.

Charlie Allen, the founder and senior partner of Allen & Company, had a sharp mind and a keen awareness of the workings on Wall Street. Starting as a runner on the stock market after quitting high school, he soon became a bond trader. Unable to work within a hierarchy of superiors and bored with his everyday routine, Allen started his own trading room with less than $1000 working capital. Through agressive buying and selling techniques, Allen & Company grew steadily.

In 1951 Allen bought, at liquidation prices, the 80% of the Ogden Corporation that Atlas had previously owned. He then began his revitalization process. Allen first terminated the liquidation proceedings. He then sent his lawyer, Jacob L. Holtzmann, to the Delaware state capital. Holtzmann convinced members of the Delaware Bar to pass a law stating that a two-third stock-holders vote could stop dissolution. He pointed out that this provision was recommended by the American Bar Association. Ogden was, for the present, saved.

Allen intended for the Ogden Corporation to be a holding company. His idea was to purchase inexpensive companies, incorporate them under Ogdens, and then sell the companies when the highest profit could be extracted from them. This has been management policy throughout the history of the conglomerate. Over 55 companies have been acquired by Ogden. They are either existing subsidiaries or have merged with the parent company. The first company Ogden purchased is an excellent example of Allens strategy.

Teleregister Corporation was a manufacturing firm owned by Western Union. They were the top producers of the electronic quote boards used by the various stock exchanges in this country. Computerized data processing had just passed through its initial stage, and the company had an opportunity for remarkable growth. However, Teleregister was able to receive only minimal capital from its parent company for expansion and research. Western Union itself was expanding and it could not spare the capital needed for their subsidiarys expansion. The new opportunities at the end of World War II allowed the company to redirect all of its working capital back into its own projects. At this point Ogden offered Teleregister all of the capital it needed.

In 1953 Ogden purchased Teleregister for $2 million. Teleregister grew so rapidly that new management and an expanded staff of engineers and draftsmen were needed to handle the deluge of incoming orders. The number of employees more than doubled. Ogden allowed Teleregister an opportunity to diversify into data processing systems made specifically for individual companies. For instance, the company offered American Airlines its first computerized ticket reservation system. Teleregister also developed automated banking services.

Ogden continued to acquire companies, although product lines had little to do with Allens acquisition strategy. In 1955 Ogden purchased all of the capital stock of Commercial Filters Corporation and also acquired Luria Brothers and Company. One year later, Ogden acquired Syntex, S.A. and Caribbean Chemicals, S.A. Syntex, then the leading producer of steroids and cortisone intermediates, was Ogdens first foreign subsidiary. In 1957 Ogden bought EIMCO Corporation, a firm concerned with mining, and its subsidiaries. Ogden sold two subsidiaries in 1958. Both Syntex International, S.A. and Chemical Specialties, Inc. were sold. Ogden then took control of Avondale Marine Ways, Inc., through a subsidiary, as well as all stock in Avoncraft Construction Company in 1959. In addition, the Case Manufacturing Corporation subsidiary merged into the parent corporation in the same year.

Obviously, Ogden had become a company interested in diversifying its holdings. One of its most important divisions was Luria Brothers & Company Inc. Through Luria, Ogden became the largest producer of scrap metal in the world. The Federal Trade Commission had even complained that Ogden excessively dominated the industry.

A major change that took place in 1962 demonstrates Lurias importance to Ogden. The new president and chairman elected to replace Teleregisters Maurice L. Sindeband was the former president of Luria Brothers, Ralph A. Ablon. Ablon had come from a more intellectual than industrial background. After graduating from Ohio State University, he had returned to teach English there. He entered into the Luria Brothers and Company by marrying the heiress to the company. Ablon soon became president of Luria, and retained his position when Ogden purchased it in 1955. In 1962, when Allen had decided to expand Ogdens board of directors and make executive changes, Ablon showed himself to be the man to consolidate Ogden into one operation.

Ablon, however, arrived at a bad time. The demand for scrap was down and prices were low. It took less and less scrap metal to produce steel. Ablon reacted to this situation quickly; he decided Ogden should become a company with many markets with the flexibility to withstand unexpected shocks. Ablon also decided it was time for a change in Ogdens direction. He brought in highly educated management and continued Ogdens innovative research. He also expanded the companys interests into more demolition and shipping projects. Finally, he added food industry to the conglomerate. By 1969, the results of the changes Ablon had initiated were apparent.

Under the leadership of Ablon, the shipping industry grew to become a large and important operation within Ogden. In 1962 Ogden acquired control of the stock in the International Terminal Operation Company then the largest stevedoring company in the U.S. When the remaining interest in Avondale Shipyards of New Orleans was purchased in 1966 at 450,000 common shares, the yard showed a $130 million backlog of orders at a time when other shipbuilders had difficulty surviving. Avondale has since become one of the most efficient and highly organized shipyards in the industry. And, although many prominent unions have tried, the majority of employees have yet to come under union control.

The food service industry brought many new companies into Ogdens organizational structure befoe 1969. Ogden acquired almost all of the interest in Tillie Lewis Foods, Inc. in 1966 for $14 million. The remainder was purchased in 1967. In addition, Ogden purchased 73,000 common shares in Wilson Foods. In 1968 Ogden bought Western California Canners, Inc. through a subsidiary, and directly acquired Chefs Orchid Airline Caterers, Inc.

Even with these new companies, Ogden continued to rely heavily on its ferrous processing and metal recycling industries for capital. Luria Brothers & Company purchased the voting rights for Jarcho Brothers, Inc. in cash during 1964. Ogden acquired Wabash Alloys, Inc., an aluminium recycling plant, as well as Barth Smelting Corp in 1968. Also in 1968, Ogden acquired Mayville Metal Products Company, producers of parts for various electronic, business, and office machines. Mayville, in turn, purchased some assets of Steelmade, Inc. in 1970.

In 1969 it was apparent that Ablons restructuring of Ogden had some flaws. The diversification plan resulted in problems, especially within the areas of ship building and food products. Due to mismanagement, Avondale Shipyards business began to steadily decrease. Avondales management took more interest in costly ventures than with controlling worker production or planning future projects. Both the management at Avondale and at Ogden battled for power until Ogden finally gained control in 1971 due to irregularities found in Avondales order books.

The stress at the power struggle within the company inevitably affected Avondales productivity. Mechanical expansion at the factories along with poor contract decisions drained much of its potential profits. In 1969, for the first time since Ablon had taken control, Ogden Corporations earnings fell. This was due not only to Avondales instability, but to a number of unforeseen circumstances. For instance, a destroyed crop of tomatoes weakened Ogdens food division. Ogden was also forced to write off a large quantity of cyclamates, a salt formerly used in artificial sweeteners, due to the unhealthy sideeffects in humans. In addition, Ablon made the unfortunate decision to invest in the Charles Luckman Association.

In 1968 Charles Luckmans architectural design company seemed like a good purchase. Luckman designed such famous buildings as Madison Square Garden, the Phoenix cultural center, and the Lever Building in New York City. Ablon, on the basis of these merits, appointed Luckman as head of Ogdens newly formed development subsidiary. However, by relying on Luckmans architectural fame, Ablon allowed Luckman to control a large amount of Ogdens capital. One of Luckmans major projects, the Broadway Plaza in Los Angeles, ran in excess of $10 million over the estimated budget. It was at this point Ablon gave Ogdens partners control of the project, and started to look a little deeper into Luckmans affairs. What he found was that Luckman had committed Ogden to a lease on a 13-story office building, owned by the Luckman family, on Sunset Boulevard. Instead of receiving the projected $900,000 from the building, Ogden would pay $3 million for improvements. In 1973 Ablon decided to sell the architectural firm back to Luckman for only $1000, and loan Luckman an additional $1 million to aid his revival attempt with the stipulation that Luckman would eventually also pay Ogden $1.5 million in overdue fees. Overall, the Luckman transaction cost Ogden nearly $12.5 million.

In light of what had happened, Ablon changed his criteria for choosing investments. He now chose investments according to an admissable risk threshold. This meant he judged, prior to investing, how much Ogden would possibly lose if an entire venture failed. If the amount lost in the transaction would not be too large, Ogden would take the risk. If, however, the venture could expose the company to a potentially volatile economic situation, no matter how good it looked initially, Ogden would abandon it.

Whereas once Ablons response to Ogdens slow profits was diversification, his answer was now consolidation. In the early 1970s Ablon tried to increase Ogdens Corporations productivity by concentrating on three distinct industries. He predicted that a combination of shipping, ferrous recycling, and food production and services would allow Ogden to weather any recession and energy shortage. His prediction was correct.

After five years of low profits, Ogden showed signs of a revival in 1974. The company seemed in good financial condition. This was due largely to Ogdens mainline industry, scrap metal production. The scrap business was rapidly improving. Ogden, still the worlds largest recycler, relied heavily on these steady profits to regain some stability in the corporation. Ogden expanded their industrial division further with the addition of Yuba Heat Transfer Corporation in 1978, and then with Danly Machine Corporation in 1981. With stability in this portion of the company, management could then concentrate on the companys other divisions.

One of the weakest units of Ogden during the early 1970s was the food division. Ogden Food Products Corporation, especially the Tillie Lewis Tomatoes operation, was failing. In 1979, however, Ablon saved this part of Ogden by purchasing the Progresso division of Imasco Foods Corporation for $35 million. Ablon had tried unsuccessfully to buy Progresso for ten years at the firm offer of $35 million. However, in 1979, Ogden acquired through the transaction about $30 million in tangible assets. Earlier, almost half of the $35 million offer represented a goodwill gesture; when the transaction was finalized, however, the goodwill amount Imasco eventually received dwindled to only $2 million in tangible assets.

Ogden purchased other companies to strengthen the food division. Ogden acquired Wometco Coffee Time, a food and beverage vending company, from Wometco Enterprises Inc. in 1979. In 1981 Ogden also purchased Hain Pure Food Company Inc., and Offshore Food Services Inc. These new companies helped Ogden expand its vending service area in addition to its food production industry.

In the 1970s Ogdens third area of concentration, shipping, again began to show increased productivity. By offering credit as an incentive, Avondale shipyards procured many contracts for shipbuilding. By 1979 Avondales contracts passed the $1 billion mark and the length of the contracts extended to over three years.

Avondale was, at this time, the fourth largest shipyard in the United States and possibly the most productive. Careful controls and scheduling, computer assistance, and satisfied workers were the reasons Avondale brought in nearly half of Ogdens operating income by 1980. This was a remarkable turnaround from less than a decade earlier when Avondale was slipping further into financial difficulties.

In the early part of the 1980s Ablon, as other economic forecasters, realized that the economy of the United States was changing. We were becoming a post-industrial, or fully developed, society; the requirement of mass consumption was becoming more important than mass production. Consequently, Ablon turned his attentions to developing Ogden as a service industry.

Ogdens first excursion into the service industry was Allied Maintenance Corporation. In 1982 Ogden paid $118 million for Allied, which provided such services as security and plant operations, as well as maintenance for private and public meeting centers. Allied Maintenance and Ogden Services joined in 1985 to form Ogden Allied.

Ogden expanded into yet another direction with wasteto-energy management. The company purchased the rights to the Martin System of incineration in 1983 and formed Ogden Martin Systems. This technique burned waste at 2800 degrees efficiently and cleanly. Cities, crowded by huge waste sites, are beginning to look for new ways to dispose of the tons of waste per year and will look to companies like Ogden in the future. Ogden presently has 15 operational plants with plans for 25 more by 1990.

Although many changes have occurred throughout Ogden Corporations history, the conglomerate has successfully adapted to them. Ogden adjusted as easily to the waste-management industry as it had to the scrap metal, the shipbuilding, and the food service industries. Ogden, under Ralph Ablons leadership, must still be considered a driving force in todays industry.

Principal Subsidiaries

Luria Brothers & Co., Inc.; Wabash Alloys, Inc.; Ortner Freight Car Co.; Mayville Metal Products Co.; Avondale Shipyards, Inc.; International Terminal Operating Co. Inc.; Ogden Food Services Corp.; Yuba Heat Transfer Co.; Danly Machine Corp.; Ogden Security, Inc.; Ogden Food Products Corp.; Ogden Martin Systems, Inc.

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Ogden Corporation

Ogden Corporation

Two Pennsylvania Plaza, 25th Floor
New York, New York 10121
U.S.A.
(212) 868-6100
Fax: (212) 868-5714

Public Company
Incorporated:
1939
Employees: 40,000
Sales: $1.56 billion
Stock Exchanges: New York

Ogden Corporation is one of the largest service corporations in the world. R. Richard Ablon, president and chief executive officer, summarized the corporations role in 1992: Our strategy is to build underlying value by creating a unique global services company. We plan to offer those service capabilities most in demand by our current and future service markets and target key market-share positions in large-volume, high-transaction areas.

Ogden provides a wide range of services to government and private clients around the world. The company may be best known for the activities of its subsidiary Ogden Projects, Incorporated, a leader in operating waste-to-energy facilities in the United States. Ogdens other main subsidiary is Ogden Services Corporation, a complex of comprehensive service companies. Ogden Aviation Services is the largest independent company providing service to airlines, and numbers 180 airlines at 80 airports among its clients. Ogden Entertainment Services provides facility management, promotion, and consulting services for sports arenas and entertainment complexes around the world, while Ogden Industrial Services offers facility management for corporate clients. In 1991, Ogden received contracts worth $160 million to manage buildings for IBM. Ogden Government Services is a major supplier of building management services for the United States government. Ogden Technology Services and Ogden Environmental and Energy Services provide advanced testing and research facilities for their government and corporate clients.

The original activities of Ogden Corporation bore little resemblance to the company that exists today. In its first half-century of existence, Ogden Corporation was, successively, a public utility holding company, an investment company, a manufacturing company operating through diverse subsidiaries, and, most recently, a major service company. Ogden Corporation began its history as a public utility holding company in 1939. In 1948 the company registered with the Securities and Exchange Commission (SEC) as an investment company. Ogden acquired W. A. Case & Son Manufacturing Company in 1952, an action that decisively altered the status of the corporation, as the SEC ruled that Ogden had ceased to be an investment company. Thereafter, Ogden operated as a manufacturing company, and followed the emerging trend to create conglomerates. In the following decades, Ogden became what one observer called a minicon-glomerate, accumulating such diverse holdings as the Suffolk Downs Race Track, Better Built Machinery, and Wilson Foods.

The most significant corporate acquisition may have been the purchase of Luria Brothers, a scrap processor, in 1955. This transaction brought Ralph E. Ablon into the employ of Ogden Corporation. Ablon had begun his career with Luria Brothers in 1939. In 1948 he was named executive vice president; he became president of Luria Brothers after its purchase in 1955. Seven years later, Ablon became chairman and chief executive officer of Ogden Corporation. He presided over the company during decades of expansion as a conglomerate, and then re-structured the company in its present incarnation. His son Richard succeeded him as chief executive officer in 1991, although the senior Ablon remained chairman.

The weaknesses of the conglomerate as a form of business organization had become apparent by the end of the 1970s. Large corporations had accumulated more businesses than they could understand or effectively manage. The 1980s saw widespread reorganizations in American corporations as managers sought to regain a clear sense of identity and a coherent strategy for the future. Ralph Ablon believed that the economy would shift toward a service orientation, and in 1981 he set forth plans for a major reorganization of Ogden Corporation that would fully embrace the service economy. As he later explained, We looked at what kind of world we would live in and the ideal company for the balance of the century. We discovered that everything we had didnt fit and we had almost nothing we needed to become a total services company. Ablon began the transformation of Ogden with the purchase of Allied Maintenance Corporation, a well-established firm that provided Ogden with a firm base for its expansion into the service sector. Between 1981 and 1987, Ogden virtually re-created itself: in 1987 only five percent of income came from businesses that Ogden had owned in 1981. By 1989 Ogden enjoyed annual sales of more than $1 billion.

Ogdens restructuring eliminated many capital-intensive operations that could damage the company in slow economic times. Its new service orientation provided a measure of security even in uncertain economic situations. In the wake of the Wall Street crash of 1987, one financial analyst praised Ogden for its management and stability. They represent the highest quality in terms of balance sheet, market liquidity, cash availability and earnings stability. Ogden continued to benefit from that stability during the recession of the early 1990s.

Ogdens decision to focus on the service sector still provided an enormous range of action. Ogden Entertainment provides a good example of the diversity of Ogden activity, providing any combination of concession food service, merchandise, maintenance, janitorial [service], security, parking, total facility management services and concert promotions to its customers. Ogden Entertainment Services now counts among its clients dozens of stadiums, convention centers, and other entertainment venues in North and South America. Clients include Rich Stadium in Buffalo, New York, the Capital Centre Arena in Landover, Maryland, the Rosemont Horizon, near Chicago, Illinois, the Anaheim Stadium in Anaheim, California, and the Sports Palace in Mexico City. In addition, in 1991 Ogden Entertainment was awarded a contract to manage a soccer stadium in London.

Ogden Industrial Services offers a variety of personnel, maintenance, and warehouse services to clients that include many Fortune 500 companies such as IBM, Exxon, and Dow Chemical. The company also works in conjunction with Ogden projects to provide services to its waste-to-energy plants. Ogden Industrial, like other Ogden subsidiaries, benefits from the desire of other companies to cut overhead expenses, and makes its profit by providing services more cheaply than companies can afford to provide those services for themselves. Among other enterprises, Ogden employees, for example, have run a waste-acid treatment plant for Kemira, Inc. As an independent contractor, Ogden could develop procedures that were not restricted by work rules stipulated in union contracts with Kemira. For example, a lower-paid maintenance employee could perform minor plumbing or mechanical repairs without calling in a more expensive tradesman. While contracting saves money for the customer and provides an additional source of income for Ogden, it causes unease among union members who fear the threat to high-paying jobs and the possibility that contracting can become a tool to weaken unions. Responding to such concerns in 1987, an Ogden spokesman observed that contracting is going to become even more widespread, because it is the only solution to saving what is left of Americas smokestack industries.

Ogden Projects, through the activities of its subsidiary Ogden Martin Services, has emerged as a leader in the waste-to-energy market. Ogden based its involvement on two developments of the 1970s: rising energy costs and the decreasing availability of landfill space. The Environmental Protection Agency calculated that in 1971 the United States generated 113 megatons of municipal solid waste. Advocates of commercial re-use began to argue that waste should be viewed as an economic resource. Waste includes materials that can be burned for fuel or recycled. The process of utilizing these resources is known as resource recovery. Scarcity provided opportunity for investment and profit. Citing long term increases in refuse generation and disposal costs, decreased availability for all land uses, and greater demand for energy and material resources, Lisa M. Bithell, writing in the Journal of Resource Management and Technology in 1983, predicted that centralized resource recovery will continue to play an important role in resource management and solid waste disposal.

Interest in waste-to-energy facilities, however, developed slowly in the United States. After European companies had spent decades working on recovery systems, some American engineers began to experiment with new technologies. Klaus S. Feindler, then president of Beaumont Environmental, criticized American efforts in 1983. Writing in the Journal of Resource Management and Technology, he pointed out that the western European market neared saturation in waste recovery facilities. He calculated that one facility per million of population existed in western Europe while barely .2 facilities per million existed in the United States, noting that this combination of an open American market and experienced European companies provided an opportunity for both groups. American preoccupation with experimental systems indicated a lack of appreciation for the simpler and proven European technology, perhaps because of a preoccupation with space age technology. Ogden, committed to approaches that contained costs, did not make that mistake. In 1983, Ogden acquired the North American rights to the Martin GmbH system of incineration, the most widely used technology.

Ogden Projects completed its first waste-to-energy plant in 1986. In 1992 the company operated 21 plants and had eight additional plants either under construction or awarded. Its 21 plants have the capacity to process 20,675 tons of waste per day. These figures include the acquisition of Blount Energy Resource Corporation, a transaction that brought two operational plants to Ogden. Ogdens rapid growth reflects its reputation for helping local governments address a pressing problem. Herbert Florsdorf, executive director of the Lancaster County (Pennsylvania) Solid Waste Management Authority, expressed relief when Ogden opened its Lancaster County facility in 1991. Last year, he told Ogden officials, when we looked at our landfill, we saw 12 acres of potential environmental problems, a risk to our future. Now we see 12 acres of resources. While the company is best known for waste-to-energy operations, Ogden offers a full range of waste disposal services, including recycling.

Not all of Ogdens new operations met with success. In 1986 Ogden began to market a new service to deal with hazardous waste. The group, Ogden Environmental Services, used mobile units to clean up hazardous wastes on-site. The company hoped to eliminate the expense and political controversy involved in programs that required extensive transportation of dangerous materials. The enterprise, which offered technology that was useful for a wide range of problems, drew an enthusiastic response from the investment community. John Kaweske, manager of the Financial Industrial Income Fund, told Barron s that prospects for the new technology were excellent. He rated this effort alongside the waste-to-energy business as a reason to look favorably on the long-term prospects of Ogden Corporation. Counter to all expectations, in 1990 the unit endured a loss of almost $4 million on revenues of $6 million. Ralph Ablon ruefully told Business Week in 1989: Companies with hazardous waste problems are disinclined to spend money, and they will find ways to avoid it. In 1991 Ogden discontinued the on-site remediation business.

Ogden has renamed that troubled subsidiary, now called Ogden Waste Treatment Services, and has developed an approach closer to the model that has succeeded so well in its waste-to-energy operations. The new strategy will emphasize permanent facilities targeting permanent regional hazardous waste treatment and disposal facilities. Such plants will encourage long-term relationships with municipalities. Ogden hopes to become identified as a valued problem solver in this field. The company is planning a large thermal treatment plant in Houston, and hopes that the new effort will allow this part of its business to prosper.

Ogden continues to strengthen its position in environmental services. In 1991 the Company acquired complete control over ERC Environmental and Energy Services, now Ogden Environmental and Energy Services. This purchase was one of the first important actions taken by R. Richard Ablon after he became chief executive officer. The acquisition of this successful consulting and engineering concern supported the position of Ogdens waste-to-energy operations, and paved the way for further expansion. In 1991 Ogden Environmental and Energy Services undertook a major environmental testing operation for the Department of Defense, analyzing conditions at naval bases in the Pacific. Ogden hoped that this contract would lead to further business in the Pacific.

Prospects for Ogden remain good. While some of its subsidiaries, such as Ogden Aviation Services, are dependent on a single industry for their success, the ability to offer a wide range of essential services allows Ogden Services Corporation to provide a stable base for corporate planning. The future of Ogden Projects depends in part on the development of environmental legislation in the United States. Ogden has paid close attention to environmental concerns, and the research expertise of Ogden Environmental and Energy Services means that Ogden is well positioned to anticipate future environmental needs and business opportunities.

Principal Subsidiaries

Ogden Services Corporation, Ogden Environmental and Energy Services, Ogden Projects, Incorporated (85.6%)

Further Reading

Bithell, Lisa M., Status of the Resource Recovery Industry, and Feindler, Klaus S., European Energy and Resource Recovery Systems, both in Journal of Resource Management and Technology, April, 1983; Parker, Marcia, Ogden Hits Goal in Self-imposed Diet, Pensions & Investment Age, November 11, 1987; Cochran, Thomas, Cleaning Up With Ogden, Barrons, November 28, 1988; It Aint Glamorous, But the Money Sure Is Good, Business Week, August 28, 1989; Cook, James, Garbage Into Gold, Forbes, January 22, 1990; Alter, H[arvey], The Future of Solid Waste Management in the U.S., Waste Management & Research (1991) 9, 3-20.

Joseph Bator

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