-----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, c+RtEgMzFzizuLS9jgMoEahfVIiVPxOeogm46OUbJ+uyByAbUMPoVxRf8NYApEc8 htWPxcQQCG/Bfryidc+BCQ== 0000073902-94-000010.txt : 19940701 0000073902-94-000010.hdr.sgml : 19940701 ACCESSION NUMBER: 0000073902-94-000010 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OGDEN CORP CENTRAL INDEX KEY: 0000073902 STANDARD INDUSTRIAL CLASSIFICATION: 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: 94536197 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 OGDEN PROFIT SHARING PLAN - FORM 11-K 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, 1993 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 Profit Sharing Plan Two Pennsylvania Plaza - 25th Floor New York, New York 10121 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 PAGE - Independent Auditors' Report 1 - Statements of Net Assets Available for Benefits as of December 31, 1993 and 1992 2 - Statements of Changes in Net Assets Available for Benefits for the Years Ended December 31, 1993 and 1992 3 - Notes to Financial Statements 4 - 10 b) Exhibits None Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Ogden 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/Robert M. DiGia Robert M. DiGia Chairman of the Ogden Profit Sharing Plan Administrative Committee Date: June 28, 1994 OGDEN PROFIT SHARING PLAN Financial Statements for the Years Ended December 31, 1993 and 1992, and Independent Auditors' Report OGDEN PROFIT SHARING PLAN TABLE OF CONTENTS Page INDEPENDENT AUDITORS' REPORT 1 FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 1993 AND 1992: Statements of Net Assets Available for Benefits 2 Statements of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4-10 INDEPENDENT AUDITORS' REPORT Ogden Profit Sharing Plan: We have audited the accompanying statements of net assets available for benefits of the Ogden Profit Sharing Plan (the "Plan") as of December 31, 1993 and 1992 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 at December 31, 1993 and 1992 and the changes in net assets available for benefits for the years then ended in conformity with generally accepted accounting principles. June 17, 1994 OGDEN PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1993 AND 1992
ASSETS 1993 1992 INVESTMENTS - Value of interest in master trust (at fair value) (Note 3) $107,828,101 $ 95,424,695 RECEIVABLES: Employer contributions 2,680 1,664 Employee contributions 6,980 728 Other 7,454 - Total receivables 17,114 2,392 Total assets 107,845,215 95,427,087 LIABILITY - Accrued expenses 3,819 15,702 NET ASSETS AVAILABLE FOR BENEFITS (Note 4) $107,841,396 $ 95,411,385 See notes to financial statements.
OGDEN PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 1993 AND 1992
1993 1992 EARNINGS (LOSS) ON INVESTMENTS - Net investment gain (loss) from master trust (Note 5) $ 6,481,644 $ 8,093,641 CONTRIBUTIONS (Note 5): Employer 4,199,980 3,789,378 Employee 9,380,953 7,733,315 Total contributions 13,580,933 11,522,693 DISTRIBUTIONS TO PARTICIPANTS (Note 5) (7,623,047) (9,639,157) TRANSFER (TO) FROM OTHER PLANS (9,519) - NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 12,430,011 9,977,177 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR (Note 4) 95,411,385 85,434,208 NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR (Note 4) $107,841,396 $ 95,411,385 See notes to financial statements.
OGDEN PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1993 AND 1992 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The more significant accounting and reporting policies followed in the preparation of the financial statements of the Ogden Profit Sharing Plan (the "Plan") are: a. Investments Funds - During 1993, 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 time period. - Merrill Lynch Treasury Fund ("Treasury Fund") - Investments in U.S. Treasury bills and notes generally with maturities of one year or less. 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 for the benefit of various Ogden Corporation subsidiary plans. The common stock of Ogden Corporation held as a result of investments in the Stock Fund is held in safekeeping at The Bank of New York Trust Company. 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. Allocations of income and realized and unrealized gains and losses are determined on the basis of each plan's proportionate share in the Trust assets stated at fair value. b. Investment Valuation - Investments in securities listed on national securities exchanges are valued at the closing composite price published for the last business day of the year. Other investments in securities are stated at fair value as determined by the trustee. Investments in guaranteed interest contracts are stated at cost plus accrued income. 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 market 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 beginning balances. d. United States Federal Income Taxes - The Plan is intended to be qualified under section 401(a) and tax exempt under section 501(a) of the Internal Revenue Code. The Plan has received a favorable determination letter from the Internal Revenue Service dated December 18, 1992. Additionally, subsequent to year end, the Plan has received a favorable determination letter from the Internal Revenue Service dated February 22, 1994. 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 was established as the Ogden Food Service Corporation Saving and Security Plan by Ogden Food Service Corporation on January 1, 1982. The Plan was amended and restated effective January 1, 1987 to conform with the Tax Reform Act of 1986. Other amendments have been made since the Plan's inception to reflect changes in the Plan name and participating Ogden subsidiaries and affiliates adopting the Plan. Participating companies in the Plan include: - Ogden Services Corporation (the Sponsor of the Plan); - Ogden Management Services, Inc.; - All subsidiaries and affiliates of the participating companies which adopt the Plan. Ogden Services Corporation (the "Company") has amended and restated the Plan, effective as of January 1, 1991, to reflect the following: (i) The name of the profit sharing plan was changed from the Ogden Allied Services Profit Sharing Plan to the Ogden Profit Sharing Plan. (ii) The length of service requirement to be eligible for Company contributions was reduced from two years to one year. The plan provisions requiring the employees to have reached age 21 and have completed 1,000 hours of service are still applicable. (iii) The profit sharing contribution changed from a discretionary percentage of pay to a discretionary percentage allocated using Social Security integration. (iv) The Company now matches 100 percent of the first 3 percent of an employee's contribution. (v) Vesting in Company contributions changed from 100 percent immediate vesting to five-year cliff vesting. Participants remain 100 percent vested in Company contributions made through December 31, 1990. (vi) Any forfeitures will be used to decrease future Company contributions. b. Administration of the Plan - Administrative and Investment Committees are appointed by the Board of Directors (the "Board") of Ogden Services Corporation (the "Company") and serve as fiduciaries of the Plan. The Administrative Committee has responsibility for administering the Plan and the Investment Committee has responsibility for reviewing 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 - Full-time employees of participating companies who are not covered under a collective bargaining agreement with a recognized union are eligible to participate in the Plan on the first day of the calendar month following the date he or she has completed twelve months of employment and 1,000 hours of service. d. Contributions - Participants may elect to contribute to the Plan from one to fifteen percent of their annual compensation on a pre-tax basis. For 1993 and 1992, participant pre-tax contributions could not exceed $8,994 and $8,728, respectively. The Company matches 100 percent of the first 3 percent of a participant's annual compensation that participants with one year of service elect to contribute. A participant's elective contributions and Company contributions are invested, at the written election of the participant, in accordance with one of the following options: - 100 percent in one of the Investment Funds; or - in more than one Investment Fund allocated in multiples of five percent. If a participant does not make such a written election, he or she is deemed to have elected investment in the Treasury Fund. e. Loans to Participants - Loans are made to participants at a minimum of $500 and up to the lesser of fifty percent of the vested balance or $50,000 not to exceed the imitations of the Tax Reform Act of 1986. The terms of the loans are a minimum of 6 months and a maximum of 5 years or 60 months (10 year maximum on loans for a primary residence), in increments of 6 months. Participants are prohibited from borrowing funds accumulated in the Stock Fund. The interest rate charged is the Bank of New York prime rate plus 1 percent as of the fifteenth of the month. f. Vesting - Employees eligible to participate in the Plan on December 31, 1990 remain 100 percent vested in all past and future company contributions. Employees eligible to participate in the Plan after December 31, 1990 become 100 percent vested in company contributions after 5 years of service. Participant contributions are immediately 100% vested. g. Retirement Dates - A participant's normal retirement date is the participant's sixty-fifth birthday. A participant may elect early retirement at age 55 with 10 years of credited service. h. Amendment or Discontinuance of the Plan - The Company expects to continue the Plan indefinitely, but reserves the right to modify, suspend or terminate the Plan at any time, which includes the right to vary the amount of, or to terminate, the Company's contributions to the Plan. In no event shall assets of the Plan be used for any purpose other than to benefit participants or beneficiaries. In the event of the Plan's termination or discontinuance of contributions thereunder, the interest of each participant to benefits accrued to such date, to the extent then funded, is fully vested and nonforfeitable. i. Form of Benefits - Benefits are paid in one lump sum. 3. INVESTMENTS 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, 1993 and 1992:
1993 1992 Investments at fair value as determined by quoted market price: Equity Fund $ 34,908,380 $ 29,188,188 Stock Fund 17,917,908 16,306,399 Investments at estimated fair value as determined by The Bank of New York Trust Company: Fixed Income Fund 42,656,757 38,209,045 Treasury Fund 5,737,257 6,071,766 Loan Fund 6,607,799 5,649,297 Total $107,828,101 $ 95,424,695
The following is a summary of the Plan's beneficial interest in the cost of investments held by the Trust as of December 31, 1993 and 1992:
1993 1992 Equity Fund $ 28,167,233 $ 22,142,146 Stock Fund 13,000,752 10,860,636 Fixed Income Fund 42,656,757 38,209,045 Treasury Fund 5,737,257 6,071,766 Loan Fund 6,607,799 5,649,297 Total $ 96,169,798 $ 82,932,890 Loans to participants at December 31, 1993 and 1992, 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, 1993 and 1992:
1993 1992 Equity Fund $ 34,950,102 $ 29,251,156 Stock Fund 17,920,792 16,227,843 Fixed Income Fund 42,653,088 38,244,099 Treasury Fund 5,712,498 6,045,380 Loan Fund 6,604,916 5,642,907 Total $107,841,396 $ 95,411,385
5. INFORMATION RELATED TO CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS The changes in net assets available for benefits, by fund, for the years ended December 31, 1993 and 1992 were as follows:
1993 1992 Interest and Dividends: Equity Fund $ 1,165,370 $ 1,008,313 Stock Fund 920,718 889,932 Fixed Income Fund 2,670,180 2,877,020 Treasury Fund 165,520 178,515 Loan Fund 431,278 396,450 Total $ 5,353,066 $ 5,350,230 Net Realized and Unrealized Appreciation (Depreciation) of Investments at Fair Market Value as Determined by Quoted Market Price: Equity Fund $ 1,582,773 $ 1,306,969 Stock Fund (56,280) 1,799,800 Total $ 1,526,493 $ 3,106,769 Administrative Expenses: Equity Fund $ 226,914 $ 209,978 Stock Fund 31,193 24,143 Fixed Income Fund 129,114 120,368 Treasury Fund 10,694 8,869 Total $ 397,915 $ 363,358 Earnings on Investments: Equity Fund $ 2,521,229 $ 2,105,304 Stock Fund 833,245 2,665,589 Fixed Income Fund 2,541,066 2,756,652 Treasury Fund 154,826 169,646 Loan Fund 431,278 396,450 Total $ 6,481,644 $ 8,093,641 Employer Contribution: Equity Fund $ 1,263,483 $ 984,886 Stock Fund 628,944 540,085 Fixed Income Fund 1,714,553 1,639,506 Treasury Fund 593,000 624,901 Total $ 4,199,980 $ 3,789,378 Employee Contributions: Equity Fund $ 2,944,097 $ 1,991,444 Stock Fund 1,431,028 1,154,901 Fixed Income Fund 3,879,036 3,416,087 Treasury Fund 1,126,792 1,170,883 Total $ 9,380,953 $ 7,733,315 Distributions to Participants: Equity Fund $ 1,457,502 $ 1,872,129 Stock Fund 1,571,091 1,666,379 Fixed Income Fund 3,521,512 5,041,892 Treasury Fund 781,274 485,901 Loan Fund 291,668 572,856 Total $ 7,623,047 $ 9,639,157 Transfers (to) from Other Funds: Equity Fund $ 428,581 $ 394,746 Stock Fund 370,825 (418,440) Fixed Income Fund (196,006) (771,056) Treasury Fund (1,426,226) (316,449) Loan Fund 822,826 1,111,199 Total $ - $ - Transfers (to) from Other Plans: Equity Fund $ (943) $ - Stock Fund - - Fixed Income Fund (8,149) - Treasury Fund - - Loan Fund (427) - Total $ (9,519) $ -
6. EMPLOYEE WITHDRAWALS At December 31, 1993 and 1992, employee withdrawal requests of $1,187,366 and $642,292, respectively, were not accrued in accordance with the 1993 AICPA Audit and Accounting Guide "Audits of Employee Benefit Plans." -----END PRIVACY-ENHANCED MESSAGE-----