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-holder’s 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 Ogden’s, 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 Allen’s 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 subsidiary’s 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 Allen’s 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 Ogden’s 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 Luria’s importance to Ogden. The new president and chairman elected to replace Teleregister’s 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 Ogden’s 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 Ogden’s direction. He brought in highly educated management and continued Ogden’s innovative research. He also expanded the company’s 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 Ogden’s 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 Ablon’s 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 Shipyard’s business began to steadily decrease. Avondale’s 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 Avondale’s order books.

The stress at the power struggle within the company inevitably affected Avondale’s 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 Corporation’s earnings fell. This was due not only to Avondale’s instability, but to a number of unforeseen circumstances. For instance, a destroyed crop of tomatoes weakened Ogden’s 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 Luckman’s 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 Ogden’s newly formed development subsidiary. However, by relying on Luckman’s architectural fame, Ablon allowed Luckman to control a large amount of Ogden’s capital. One of Luckman’s 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 Ogden’s partners control of the project, and started to look a little deeper into Luckman’s 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 Ablon’s response to Ogden’s slow profits was diversification, his answer was now consolidation. In the early 1970’s Ablon tried to increase Ogden’s Corporation’s 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 Ogden’s mainline industry, scrap metal production. The scrap business was rapidly improving. Ogden, still the world’s 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 company’s other divisions.

One of the weakest units of Ogden during the early 1970’s 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 1970’s Ogden’s 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 Avondale’s 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 Ogden’s 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 1980’s 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.

Ogden’s 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 Corporation’s 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 Ablon’s leadership, must still be considered a driving force in today’s 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.