-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, cIuKZQb8dljOQQK+wFHUJofql9NFXi1ZfefjdQz5EcDTIPUGj0mTLjfMR7/fXJr2 9QG1ej4ARLtPXEPWH4ik+A== 0000073902-95-000010.txt : 199507030000073902-95-000010.hdr.sgml : 19950703 ACCESSION NUMBER: 0000073902-95-000010 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950630 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: OGDEN CORP CENTRAL INDEX KEY: 0000073902 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-FACILITIES SUPPORT MANAGEMENT SERVICES [8744] IRS NUMBER: 135549268 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-03122 FILM NUMBER: 95551492 BUSINESS ADDRESS: STREET 1: TWO PENNSYLVANIA PLZ - 25TH FLR CITY: NEW YORK STATE: NY ZIP: 10121 BUSINESS PHONE: 2128686100 MAIL ADDRESS: STREET 1: TWO PENNSYLVANIA PLAZA CITY: NEW YORK STATE: NY ZIP: 10121 11-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 11-K (Mark One) X Annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934 For the fiscal year ended December 31, 1994 ___ Transition report pursuant to Section 15(d) of the Securities Exchange Act of 1934 for the transition period from ______ to ______ Commission file number: 1-3122 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Ogden Projects Profit Sharing Plan 40 Lane Road P.O. Box 2615 Fairfield, New Jersey 07007-2615 B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Ogden Corporation Two Pennsylvania Plaza New York, New York 10121 Financial Statements and Exhibits a) Financial Statements Index to Financial Statements - Independent Auditors' Report - Statements of Net Assets Available for Benefits as of December 31, 1994 and 1993 - Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1994 and 1993 - Notes to Financial Statements b) Exhibits None SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Ogden Projects Profit Sharing Plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized. OGDEN PROFIT SHARING PLAN ADMINISTRATIVE COMMITTEE By /S/ William C. Mack William C. Mack Chairman of the Ogden Projects Profit Sharing Plan Administrative Committee Date: June 29, 1995 OGDEN PROJECTS PROFIT SHARING PLAN Financial Statements for the Years Ended December 31, 1994 and 1993, and Independent Auditors' Report OGDEN PROJECTS PROFIT SHARING PLAN TABLE OF CONTENTS INDEPENDENT AUDITORS' REPORT FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1994 AND 1993: Statements of Net Assets Available for Benefits Statements of Changes in Net Assets Available for Benefits Notes to Financial Statements INDEPENDENT AUDITORS' REPORT Ogden Projects Profit Sharing Plan: We have audited the accompanying statements of net assets available for benefits of the Ogden Projects Profit Sharing Plan (the "Plan") as of December 31, 1994 and 1993 and the related statements of changes in net assets available for benefits for the years then ended. These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, such financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 1994 and 1993 and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. /s/Deloitte & Touche LLP June 1, 1995 (June 16, 1995 as to Note 1d) OGDEN PROJECTS PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1994 AND 1993
ASSETS 1994 1993 INVESTMENTS - Value of interest in master trust (at fair value) (Note 3) $ 20,764,585 $ 15,710,928 RECEIVABLES - Employer contributions 48,877 1,949,636 NET ASSETS AVAILABLE FOR BENEFITS $ 20,813,462 $ 17,660,564 (Note 4) See notes to financial statements.
OGDEN PROJECTS PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 1994 AND 1993
1994 1993 EARNINGS ON INVESTMENTS - Net investment gain from master trust (Note 5) $ 370,726 $ 932,836 CONTRIBUTIONS (Note 5): Employer 2,148,878 1,949,691 Employee 1,120,469 1,183,598 Total contributions 3,269,347 3,133,289 DISTRIBUTIONS TO PARTICIPANTS (487,175) (734,693) (Note 5) NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 3,152,898 3,331,432 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 17,660,564 14,329,132 NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR (Note 4) $ 20,813,462 $ 17,660,564 See notes to financial statements.
OGDEN PROJECTS PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1994 AND 1993 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting and reporting policies followed in the preparation of the financial statements of the Ogden Projects Profit Sharing Plan (the "Plan") are in conformity with generally accepted accounting principles. The following is a description of the more significant of these policies: a. INVESTMENT FUNDS - During 1994, the Plan included the following funds in which participants could elect to invest their Plan assets: - EQUITY FUND - Investments in a diversified portfolio of equity securities. - STOCK FUND - Investments in common stock of Ogden Corporation. - FIXED INCOME FUND - Investment contracts with insurance companies and banks which provide for a guaranteed return on principal invested over a specified period of time. - MERRILL LYNCH TREASURY FUND ("Treasury Fund") - Investments in U.S. Treasury bills and notes generally with maturities of one year or less. Effective October 1, 1994, the Plan announced the addition of the following funds in which participants could elect to invest their assets: - FIDELITY MAGELLAN MUTUAL FUND ("Magellan Fund") - Investments in the Magellan Fund, consisting primarily of common stocks and securities convertible to common stock, are under the management of Fidelity Investments. - T. ROWE PRICE INTERNATIONAL STOCK FUND ("International Fund") - Investments in the International Fund, consisting of stocks of established, non-U.S. companies, are under the management of T. Rowe Price Associates. The Plan's beneficial interest in the Ogden Corporation Profit Sharing Group Trust ("Trust") represents its share of the master trust assets held by The Bank of New York Trust Company as trustee (the "Trustee") for the benefit of various Ogden Corporation subsidiary plans (see Note 3). The common stock of Ogden Corporation held as a result of investments in the Stock Fund is held on behalf of the Trust at the Trustee. Shares in group trust funds are determined on the basis of the initial asset contribution to the Trust by each participating plan, adjusted for subsequent contributions, distributions and allocated income and realized and unrealized gains and losses. Allocation of income, realized and unrealized gains and losses, and administrative expenses are determined on the basis of each plan's proportionate share in the Trust assets stated at fair value on a monthly basis. b. INVESTMENT VALUATION - Investments in securities listed on national securities exchanges are valued at closing composite prices published for the last business day of the year. Investments in the Treasury Fund and Fixed Income Fund are stated at cost plus investment income which approximate fair value. Other investments are stated at fair value as determined by the Trustee. c. INVESTMENT TRANSACTIONS AND INVESTMENT INCOME - Investment transactions are accounted for on the date purchases or sales are executed. Realized and unrealized gains and losses are determined based on the fair value of assets at the beginning of the Plan year. Dividend income is accounted for on the ex-dividend date. Interest income is recorded on the accrual basis as earned. Total income of each fund is allocated monthly to participants' accounts within the fund based on the participants' relative balances at the beginning of the month, after adjusting for hardship withdrawals and loans made during the month. d. UNITED STATES FEDERAL INCOME TAXES - The Plan obtained its latest determination letter on June 16, 1995, in which the Internal Revenue Service (the "IRS") stated that the Plan is in compliance with the applicable requirements of the Internal Revenue Code (the "Code"). Therefore, no provision for income taxes has been included in the Plan's financial statements. 2. DESCRIPTION OF THE PLAN The following is a brief description of the Plan. Participants should refer to the Plan document for more complete information. a. GENERAL INFORMATION - The Plan is an employee savings plan providing for both employer and employee contributions. The Plan includes pre-tax and after-tax savings features which are intended to qualify under Sections 401(k) and 401(a) of the Code, respectively. The Plan is intended to conform with the requirements of the Tax Reform Act of 1986 (TRA) and the Technical and Miscellaneous Revenue Act of 1988 (TAMRA). b. ADMINISTRATION OF THE PLAN - The Administrative Committee, which is appointed by the Board of Directors (the "Board") of Ogden Projects, Inc. (the "Company"), has responsibility for administration of the Plan and serves as a fiduciary of the Plan. The Investment Committee is appointed by the Board and has the authority to appoint investment advisors. The Investment Committee reviews the performance of the Plan's investments. Costs related to the administration of the Plan may be paid out of Plan assets if the Company does not pay such expenses directly. c. PARTICIPATION - Each employee who was, as of December 31, 1988, a participant in the Plan continued to be a participant if he/she was in the employ of the Company on such date. Each other employee who performs an hour of service after December 31, 1988 becomes a participant on the first day of the month coincident with or next following the earlier of (i) the last day of a period of 6 months of continuous employment and (ii) the close of (a) a twelve-month period if he/she has at least 1,000 hours of service or (b) a Plan year during which he/she has at least 1,000 hours of service. d. VESTING - Vesting of Company contributions in the Plan is determined based on the period of vesting service by participants commencing on their date of hire to their date of termination of service in accordance with the following schedule:
PERCENT YEARS OF VESTING SERVICE IN THE PLAN VESTED Less than one year of vesting service 0 One but less than two years of vesting service 20 Two but less than three years of vesting service 40 Three but less than four years of vesting service 60 Four but less than five years of vesting service 80 Five or more years of vesting service 100
Participant contributions are immediately 100 percent vested. e. CONTRIBUTIONS - Contributions paid by the Company are determined by the Board. The Board's determination may be expressed in terms of a stated percentage of the Company's annual net profit, as a fixed dollar amount or as a percentage of total compensation paid to each participant. The contribution may not exceed the amount deductible by the Company for Federal income tax purposes and may be made only out of its current or accumulated earnings and profits. The allocation of the contributions to individual participants is based on the relationship of compensation paid to each participant to the compensation paid to all participants. Participants may contribute one to ten percent of their annual compensation on a pre-tax and/or after-tax basis. For 1994 and 1993, participant pre-tax contributions could not exceed $9,240 and $8,994, respectively, in accordance with IRS Regulations. f. DISTRIBUTION FROM THE PLAN BECAUSE OF HARDSHIP - Withdrawals are permitted if a participant establishes to the satisfaction of the Administrative Committee a financial need for funds for which there is no other money available such as (i) to purchase a primary residence, (ii) to pay uninsured medical expenses for the participant or immediate family, (iii) to prevent mortgage foreclosure on, or eviction from his/her primary residence or (iv) to pay post-secondary educational expenses for the participant, spouse, children or dependents. g. PAYMENTS FROM THE PLAN'S TRUST - The value of a participant's interest in the Plan is payable upon retirement, disability, death, or termination of employment, as follows: i) Upon termination of service of a participant on or after his/her retirement date or by reason of his/her death or disability, an amount equal to the value of the participant's account as of the valuation date next following the date of his/her termination of service, whether or not such participant has a vested interest in such account, is paid from the Trust. Participants may elect to receive the distribution valued as of any month after the date of termination of service but not later than the April 1st of the year following the year the participant attains age 70-1/2. ii) Upon the termination of service of any participant which occurs other than on his/her retirement date and for any reason other than death or disability, the terminated participant is paid in a lump sum amount equal to the value, as of the valuation date coincident with or following the date of his/her termination of service, of his/her vested interest, if any, in his/her account. Such payment is made to the participant as soon as practicable after his/her termination of service. Participants may elect to receive the distribution valued as of any month after the date of termination of service but not later than April 1st of the year following the year the participant attains age 70-1/2. Any benefit payable under the Plan pursuant to (i) above is paid as one lump sum payment from the Trust, with a supplemental payment to be made as promptly as possible in respect to any contribution allocated to the participant's account for the Plan year. h. LOANS - In accordance with Plan policy, participants can borrow against the vested portion of their account balance. Borrowings are limited to the lessor of $50,000 or 50 percent of the participant's vested balance (not to exceed certain limitations). While such loans do not represent a reduction of the participant's account balance, participants are prohibited from receiving allocations (earnings and forfeitures) based on the loan amounts, although when the loans are repaid, the interest expense incurred by the participant is added to the participant's account balance. The interest rate on such loans is the Trustee's prime lending rate plus one percent. i. AMENDMENT, SUSPENSION AND TERMINATION - The Board or the Administrative Committee may amend the Plan at any time. No such amendment, however, may have the effect of diverting to the Company any part of the Plan or of diverting any part of the Plan for any purpose other than for the exclusive benefit of the participants. Likewise, an amendment may not reduce the interest of any participant in the Plan accrued prior to such amendment. The Board or the Administrative Committee may, however, make such amendments to the extent required to conform the Plan to ERISA or to maintain the continued qualified status of the Plan under the Internal Revenue Code. Effective January 1, 1994, 103 participants of the Plan were suspended from making any additional contributions so the Plan would meet the coverage requirements of Section 410 of the Code. Effective July 22, 1994, it was determined that the Plan would meet the requirements of section 410 of the Code and the suspension was lifted. Employees who had contributions suspended were given the option of making a retroactive contribution. The Company expects to continue the Plan indefinitely, but reserves the right to suspend contributions or to modify or terminate the Plan at any time. Upon termination of the Plan or discontinuance of contributions thereunder, the interest of each participant is fully vested and nonforfeitable. 3. INVESTMENTS The following is a summary of the fair value of investments in the Trust as prepared by the Trustee and the Plan's beneficial interest in such investments at December 31, 1994 and 1993:
1994 1993 Investments at fair value as determined by quoted market price: Equity Fund $ 37,946,807 $ 41,889,273 Stock Fund 16,545,061 19,156,055 Magellan Fund 6,820,729 - International Fund 4,948,943 - Investments at estimated fair value as determined by The Trustee: Fixed Income Fund 53,151,736 48,868,388 Treasury Fund 7,227,125 7,131,146 Loan Fund 8,632,328 7,491,182 TOTAL TRUST ASSETS $135,272,729 $124,536,044 Plan's beneficial interest therein $ 20,764,585 $ 15,710,928 Plan's beneficial interest percentage therein 15.4% 12.6% Total Trust net realized and unrealized (depreciation) appreciation $ (4,163,963) $ 1,803,600 Plan's beneficial interest therein (Note 5) $ (395,074) $ 274,195 Total Trust interest and dividend income as determined by The Bank of New York Trust Company $ 6,558,453 $ 6,116,936 Plan's beneficial interest therein (Note 5) $ 864,161 $ 735,105 Administrative expenses charged to the Trust $ (612,989) $ (488,093) Plan's beneficial interest therein (Note 5) $ (98,361) $ (76,464)
The following is a summary of the Plan's beneficial interest in the fair market value of investments held by the Trust as of December 31, 1994 and 1993:
1994 1993 Investments at fair value as determined by quoted market prices: Equity Fund $ 5,994,850 $ 6,607,410 Stock Fund 1,152,866 1,238,147 Magellan Fund 1,946,348 - International Fund 1,341,897 - Investments at estimated fair value as determined by The Trustee: Fixed Income Fund 8,072,699 5,810,573 Treasury Fund 1,160,469 1,171,415 Loan Fund 1,095,456 883,383 TOTAL $ 20,764,585 $ 15,710,928
The following is a summary of the Plan's beneficial interest in the cost of investments held by the Trust as of December 1994 and 1993:
1994 1993 Equity Fund $ 5,147,577 $ 5,420,488 Stock Fund 1,417,457 1,302,074 Fixed Income Fund 8,072,699 5,810,573 Treasury Fund 1,160,469 1,171,415 Loan Fund 1,095,456 883,383 Magellan Fund 1,950,380 - International Fund 1,426,761 - TOTAL $ 20,270,799 $ 14,587,933
Loans to participants at December 31, 1994 and 1993, which comprise the Loan Fund, are reported at cost which approximates fair value. 4. ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS The following is a summary of the allocation by fund of net assets available for benefits at December 31, 1994 and 1993:
1994 1993 Equity Fund $ 6,089,526 $ 7,464,842 Stock Fund 1,131,403 1,424,359 Fixed Income Fund 8,147,112 6,597,199 Treasury Fund 1,143,826 1,290,781 Loan Fund 1,095,456 883,383 Magellan Fund 1,884,731 - International Fund 1,321,408 - TOTAL $ 20,813,462 $ 17,660,564
5. INFORMATION RELATED TO CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS The changes in net assets available for benefits, by fund, for the year ended December 31, 1994, were as follows:
Fixed Equity Stock Income Treasury Loan Magellan International Fund Fund Fund Fund Fund Fund Fund Total EARNINGS (LOSS) ON INVESTMENTS: Interest and dividends $ 256,240 $ 76,052 $ 409,258 $ 41,360 $ 72,876 $ - $ 8,375 $ 864,161 Net realized and unrealized (depreciation) appreciation of investments at fair market value (98,679) (250,767) - - - (4,033) (41,595) (395,074) Administrative expenses (60,800) (4,072) (29,330) (3,230) - (554) (375) (98,361) Net investment gain (loss) from master trust 96,761 (178,787) 379,928 38,130 72,876 (4,587) (33,595) 370,726 CONTRIBUTIONS: Employer 617,336 180,157 783,702 102,784 - 296,981 167,918 2,148,878 Employee 421,040 120,191 418,361 58,425 - 65,263 37,189 1,120,469 TOTAL CONTRIBUTIONS 1,038,376 300,348 1,202,063 161,209 - 362,244 205,107 3,269,347 DISTRIBUTIONS TO PARTICIPANTS (188,834) (44,286) (232,788) (8,931) (5,336) (3,500) (3,500) (487,175) TRANSFERS (TO) FROM OTHER FUNDS (2,321,619) (370,231) 200,710 (337,363) 144,533 1,530,574 1,153,396 - NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS (1,375,316) (292,956) 1,549,913 (146,955) 212,073 1,884,731 1,321,408 3,152,898 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 7,464,842 1,424,359 6,597,199 1,290,781 883,383 - - 17,660,564 NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $6,089,526 $1,131,403 $8,147,112 $1,143,826 $1,095,456 $1,884,731 $1,321,408 $20,813,462
The changes in net assets available for benefits, by fund, for the year ended December 31, 1993, were as follows:
Fixed Equity Stock Income Treasury Loan Fund Fund Fund Fund Fund Total EARNINGS ON INVESTMENTS: Interest and dividends $ 220,441 $ 58,681 $ 369,392 $ 37,070 $ 49,521 $ 735,105 Net realized and unrealized (depreciation) appreciation of investments at fair market value 305,551 (31,356) - - - 274,195 Administrative expenses (47,027) (3,185) (22,612) (3,640) - (76,464) Net investment gain from master trust 478,965 24,140 346,780 33,430 49,521 932,836 CONTRIBUTIONS: Employer 842,236 177,504 790,559 139,392 - 1,949,691 Employee 537,641 87,215 462,897 95,845 - 1,183,598 TOTAL CONTRIBUTIONS 1,379,877 264,719 1,253,456 235,237 - 3,133,289 DISTRIBUTIONS TO PARTICIPANTS (341,766) (16,675) (358,269) (11,977) (6,006) (734,693) TRANSFERS (TO) FROM OTHER FUNDS 259,723 191,344 (342,493) (443,953) 335,379 - NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 1,776,799 463,528 899,474 (187,263) 378,894 3,331,432 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 5,688,043 960,831 5,697,725 1,478,044 504,489 14,329,132 NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $7,464,842 $1,424,359 $6,597,199 $1,290,781 $ 883,383 $17,660,564
6. EMPLOYEE WITHDRAWALS At December 31, 1993, employee withdrawal requests of $32,905, were not accrued in accordance with the 1993 AICPA Audit and Accounting Guide "Audits of Employee Benefit Plans." * * * * * * -----END PRIVACY-ENHANCED MESSAGE-----