-----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, O1Ab1I7b11WwePeFL/GSpDH1PpT+ikdPT7l5M9V/uB7XgrEthXxaKqK/S7B2K782 ISvHzRyHqweIc47WUbFyhA== 0000073902-94-000011.txt : 19940706 0000073902-94-000011.hdr.sgml : 19940706 ACCESSION NUMBER: 0000073902-94-000011 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: 94536202 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 PROJECTS 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 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 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 - 11 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 PROJECTS PROFIT SHARING PLAN ADMINISTRATIVE COMMITTEE By: /s/ William C. Mack William C. Mack Chairman of the Ogden Projects Profit Sharing Plan Administrative Committee Dated: June 28, 1994 OGDEN PROJECTS PROFIT SHARING PLAN Financial Statements for the Years Ended December 31, 1993 and 1992, and Independent Auditors' Report OGDEN PROJECTS 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 4-11 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, 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 1, 1994 OGDEN PROJECTS 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) $ 15,710,928 $ 12,689,180 RECEIVABLES - Employer contributions 1,949,636 1,639,952 NET ASSETS AVAILABLE FOR BENEFITS (Note 4) $ 17,660,564 $ 14,329,132 See notes to financial statements.
OGDEN PROJECTS PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 1993 AND 1992
1993 1992 EARNINGS ON INVESTMENTS - Net investment gain from master trust (Note 5) $ 932,836 $ 886,809 CONTRIBUTIONS (Note 5): Employer 1,949,691 1,653,199 Employee 1,183,598 871,912 Total contributions 3,133,289 2,525,111 DISTRIBUTIONS TO PARTICIPANTS (Note 5) (734,693) (894,845) NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 3,331,432 2,517,075 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR (Note 4) 14,329,132 11,812,057 NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR (Note 4) $ 17,660,564 $ 14,329,132 See notes to financial statements.
OGDEN PROJECTS PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1993 AND 1992 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 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 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. 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. Allocation of income and realized and unrealized gains and losses is 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 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. 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 19, 1991, in which the Internal Revenue Service (the "IRS") stated that the Plan, as then designed, was in compliance with the applicable requirements of the Internal Revenue Code (the "Code"). The Plan has been amended since receiving the determination letter. However, the Plan Administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of 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 1993 and 1992, participant pre-tax contributions could not exceed $8,994 and $8,728, 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 (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) pay post- secondary educational expenses for the participant, spouse, children or dependents. g. Payments from the Plan's Trust Fund - 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 Fund. 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 Fund, 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 to 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. 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 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 prices: Equity Fund $ 6,607,410 $ 5,015,767 Stock Fund 1,238,147 856,100 Investments at estimated fair value as determined by The Bank of New York Trust Company: Fixed Income Fund 5,810,573 4,998,652 Treasury Fund 1,171,415 1,312,626 Loan Fund 883,383 506,035 Total $ 15,710,928 $ 12,689,180
The following is a summary of the Plan's beneficial interest in the cost of investments held by the Trust as of December 1993 and 1992:
1993 1992 Equity Fund $ 5,420,488 $ 3,777,873 Stock Fund 1,302,074 889,561 Fixed Income Fund 5,810,573 4,998,652 Treasury Fund 1,171,415 1,312,626 Loan Fund 883,383 506,035 Total $ 14,587,933 $ 11,484,747 Loans to participants at December 31, 1993 and 1992 are reported at cost which approximates market.
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 $ 7,464,842 $ 5,688,043 Stock Fund 1,424,359 960,831 Fixed Income Fund 6,597,199 5,697,725 Treasury Fund 1,290,781 1,478,044 Loan Fund 883,383 504,489 Total $ 17,660,564 $ 14,329,132
5. INFORMATION RELATED TO CHANGE IN NET ASSETS AVAILABLE FOR BENEFITS The changes in net assets available for benefits, by fund, for the year ended December 31, 1993 and 1992 were as follows:
1993 1992 Interest and Dividends: Equity Fund $220,441 $173,594 Stock Fund 58,681 48,943 Fixed Income Fund 369,392 343,090 Treasury Fund 37,070 48,980 Loan Fund 49,521 35,739 Total 735,105 650,346
Net Realized and Unrealized Appreciation of Investments at Fair Market Value as Determined by Quoted Market Price: 1993 1992 Equity Fund 305,551 216,183 Stock Fund (31,356) 101,572 Total 274,195 317,755 Administrative Expenses: Equity Fund 47,027 46,506 Stock Fund 3,185 3,922 Fixed Income Fund 22,612 24,638 Treasury Fund 3,640 6,226 Total 76,464 81,292 Earnings on Investments: Equity Fund 478,965 343,271 Stock Fund 24,140 146,593 Fixed Income Fund 346,780 318,452 Treasury Fund 33,430 42,754 Loan Fund 49,521 35,739 Total $932,836 $886,809 Employer Contributions: Equity Fund $842,236 $559,406 Stock Fund 177,504 111,770 Fixed Income Fund 790,559 796,448 Treasury Fund 139,392 185,575 Total $1,949,691 $1,653,199 Employee Contributions: Equity Fund $537,641 $299,310 Stock Fund 87,215 67,229 Fixed Income Fund 462,897 388,611 Treasury Fund 95,845 116,762 Total $1,183,598 $ 871,912 Distributions to Participants: Equity Fund $341,766 $299,458 Stock Fund 16,675 79,205 Fixed Income Fund 358,269 393,062 Treasury Fund 11,977 104,561 Loan Fund 6,006 18,559 Total $734,693 $894,845 Transfers (to) from Other Funds: Equity Fund $259,723 $281,076 Stock Fund 191,344 (115,557) Fixed Income Fund (342,493) 217,688 Treasury Fund (443,953) (488,277) Loan Fund 335,379 105,070 Total $ - $ -
6. EMPLOYEE WITHDRAWALS At December 31, 1993 and 1992, employee withdrawal requests of $32,905 and $77,174, respectively, were not accrued in accordance with the 1993 AICPA Audit and Accounting Guide "Audits of Employee Benefit Plans." 7. SUBSEQUENT EVENT 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. * * * * * * -----END PRIVACY-ENHANCED MESSAGE-----