-----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, iz1iISokggIcEKZuzkOXyKcTo0EYnQGCtOOVm/SRcnhZYtJJ4oY6xurT/4iR00/B 8jx5MwJdVOE6dU0xxr+6lw== 0000073902-95-000012.txt : 199507030000073902-95-000012.hdr.sgml : 19950703 ACCESSION NUMBER: 0000073902-95-000012 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: 95551558 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 Profit Sharing Plan 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 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 29, 1995 OGDEN PROFIT SHARING PLAN Financial Statements for the Years Ended December 31, 1994 and 1993, and Independent Auditors' Report OGDEN 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 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, 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 at 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 15, 1995 OGDEN PROFIT SHARING PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1994 AND 1993
1994 1993 ASSETS: INVESTMENTS - Value of interest of master trust (at fair value) (Note 3) $113,432,020 $107,828,101 RECEIVABLES: Employer contributions 1,517 2,680 Employee contributions 5,395 6,980 Other 1,601 7,454 TOTAL RECEIVABLES 8,513 17,114 TOTAL ASSETS 113,440,533 107,845,215 LIABILITY - Accrued expenses - 3,819 NET ASSETS AVAILABLE FOR BENEFITS (Note 4) $113,440,533 $107,841,396
OGDEN PROFIT SHARING PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 1994 AND 1993
1994 1993 EARNINGS (LOSSES) ON INVESTMENTS (Note 5): Interest and dividends $ 5,643,368 $ 5,353,066 Net realized and unrealized appreciation (depreciation) (3,764,687) 1,526,493 Administrative expenses (509,394) (397,915) Net investment gain from master trust 1,369,287 6,481,644 CONTRIBUTIONS (Note 5): Employer 4,285,734 4,199,980 Employee 9,158,972 9,380,953 TOTAL CONTRIBUTIONS 13,444,706 13,580,933 DISTRIBUTIONS TO PARTICIPANTS (Note 5) (9,690,097) (7,623,047) TRANSFER (TO) FROM OTHER PLANS (Note 5) 475,241 (9,519) NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 5,599,137 12,430,011 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR (Note 4) 107,841,396 95,411,385 NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR (Note 4) $113,440,533 $107,841,396 See notes to financial statements
OGDEN PROFIT SHARING PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 1994 AND 1993 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 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 time period. - 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 can elect to invest their Plan assets. - Magellan Fund - Investments in the Fidelity Magellan Mutual Fund, consisting primarily of common stocks and securities convertible to common stock, under the management of Fidelity Investments. - T. Rowe Price Fund ("International Fund") - Investments in the T. Rowe Price International Stock Fund, consisting of stocks of established, non-U.S. companies under the management of T. Rowe Price Associates. The Plan's beneficial interest in the Ogden Corporation Profit Sharing Group Trust (the "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 monthly 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 which approximates fair value. 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 June 14, 1995. The Plan Administrator believes that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue 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 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, 1991 to conform with the Tax Reform Act of 1986. Subsequently, the Company amended and restated the plan again to comply with the requirements of: - The Omnibus Reconciliation Act of 1993 - The Unemployment Compensation Amendment of 1992 - Applicable revenue rulings and notices thereunder - Miscellaneous administrative policies and procedures 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. Additionally, effective April 1, 1994, the Lenzar Electro-Optics, Inc. Profit Sharing Plan was terminated and merged into the Ogden Profit Sharing Plan. 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 1994 and 1993, participant pre-tax contributions could not exceed $9,240 and $8,994, respectively. The Company matches 100 percent of the first 3 percent of a participant's annual compensation for participants with one year of service who 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 limitations 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 first business day of each 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 in the Trust, as prepared by The Bank of New York Trust Company, as 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 Bank of New York Trust Company: 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 (Note 4) $113,432,020 $107,828,101 Plan's beneficial interest percentage 83.85% 86.58% Net realized and unrealized appreciation (depreciation) $ (4,163,963) $ 1,803,600 Plan's beneficial interest therein (Note 5) $ 3,764,687 $ 1,526,493 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) $ 5,643,368 $ 5,353,066 Administrative expenses charged to the trust $ (612,989) $ (488,093) Plan's beneficial interest therein (Note 5) $ (509,394) $ (397,915)
The following is a summary of the Plan's beneficial interest in the cost of investments held by the Trust as of December 31, 1994 and 1993:
1994 1993 Equity Fund $ 26,303,613 $ 28,167,233 Stock Fund 14,212,651 13,000,752 Fixed Income Fund 44,598,698 42,656,757 Treasury Fund 5,933,219 5,737,257 Loan Fund 7,536,872 6,607,799 Magellan Fund 4,889,846 - International Fund 3,950,434 - TOTAL $107,425,333 $ 96,169,798
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:
Year ended December 31, 1994 Fixed Inter- Equity Stock Income Treasury Loan Magellan national Fund Fund Fund Fund Fund Fund Fund Total ASSETS INVESTMENTS - Value of Interest in master trust (at fair value) $31,489,608 $15,392,195 $44,598,699 $5,933,219 $7,536,872 $4,874,381 $3,607,046 $113,432,020 RECEIVABLES: Employer contributions - - 1,517 - - - - 1,517 Employee contributions - - 5,395 - - - - 5,395 Other - (2,136) 1,664 - 2,073 - - 1,601 TOTAL RECEIVABLES - (2,136) 8,576 - 2,073 - - 8,513 TRANSFERS - Receivables (payables) from (to) other funds 14,978 (83,797) (192,130) (13,091) 183,521 62,588 27,931 - TOTAL ASSETS $31,504,586 $15,306,262 $44,415,145 $5,920,128 $7,722,466 $4,936,969 $3,634,977 $113,440,533 LIABILITY - Accrued expenses - - - - - - - - NET ASSETS AVAILABLE FOR BENEFITS $31,504,586 $15,306,262 $44,415,145 $5,920,128 $7,722,466 $4,936,969 $3,634,977 $113,440,533
Year ended December 31, 1993 Fixed Inter- Equity Stock Income Treasury Loan Magellan national Fund Fund Fund Fund Fund Fund Fund Total ASSETS INVESTMENTS - Value of Interest in master trust (at fair value) $34,908,380 $17,917,908 $42,656,757 $5,737,257 $6,607,799 $ - $ - $107,828,101 RECEIVABLES: Employer contributions - - 2,680 - - - - 2,680 Employee contributions - - 6,980 - - - - 6,980 Other - 7,454 (333) - 333 - - 7,454 TOTAL RECEIVABLES - 7,454 9,327 - 333 - - 17,114 TRANSFERS - Receivables (payables) from (to) other funds 41,722 (3,967) (12,996) (24,759) - - - - TOTAL ASSETS 34,950,102 17,921,395 42,653,088 5,712,498 6,608,132 - - 107,845,215 LIABILITY - Accrued expenses - 603 - - 3,216 - - 3,819 NET ASSETS AVAILABLE FOR BENEFITS $34,950,102 $17,920,792 $42,653,088 $5,712,498 $6,604,916 $ - $ - $107,841,396
5. INFORMATION RELATED TO CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS The change in net assets available for benefits, by fund, for the year ended December 31, 1994 and 1993, was as follows:
Year ended December 31, 1994 Fixed Inter- Equity Stock Income Treasury Loan Magellan national Fund Fund Fund Fund Fund Fund Fund Total EARNINGS (LOSS) ON INVESTMENTS: Interest and dividends $ 1,284,790 $ 1,000,913 $ 2,622,010 $ 224,078 $ 477,913 $ - $ 33,664 $ 5,643,368 Net realized and unrealized appreciation (depreciation) (343,326) (3,236,442) - - - (15,466) (169,453) (3,764,687) Administrative expenses (290,379) (39,805) (163,819) (13,382) - (981) (1,028) (509,394) Net investment gain (loss) from master trust 651,085 (2,275,334) 2,458,191 210,696 477,913 (16,447) (136,817) 1,369,287 CONTRIBUTIONS: Employer 1,431,035 764,158 1,680,316 301,617 - 60,247 48,361 4,285,734 Employee 2,911,622 1,562,406 3,497,997 910,672 - 164,006 112,269 9,158,972 TOTAL CONTRIBUTIONS 4,342,657 2,326,564 5,178,313 1,212,289 - 224,253 160,630 13,444,706 DISTRIBUTIONS TO PARTICIPANTS (2,112,776) (1,288,541) (5,048,974) (662,875) (534,408) (28,024) (14,499) (9,690,097) TRANSFERS (TO) FROM OTHER FUNDS (6,612,351) (1,418,030) (900,251) (609,512) 1,157,294 4,757,187 3,625,663 - TRANSFER (TO) FROM OTHER PLANS 285,869 40,811 74,778 57,032 16,751 - - 475,241 NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS (3,445,516) (2,614,530) 1,762,057 207,630 1,117,550 4,936,969 3,634,977 5,599,137 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 34,950,102 17,920,792 42,653,088 5,712,498 6,604,916 - - 107,841,396 NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $31,504,586 $15,306,262 $44,415,145 $5,920,128 $7,722,466 $4,936,969 $3,634,977 $113,440,533
Year ended December 31, 1993 Fixed Equity Stock Income Treasury Loan Fund Fund Fund Fund Fund Total EARNINGS (LOSS) ON INVESTMENTS: Interest and dividends $ 1,165,370 $ 920,718 $ 2,670,180 $ 165,520 $ 431,278 $ 5,353,066 Net realized and unrealized appreciation (depreciation) 1,582,773 (56,280) - - - 1,526,493 Administrative expenses (226,914) (31,193) (129,114) (10,694) - (397,915) Net investment gain (loss) from master trust 2,521,229 833,245 2,541,066 154,826 431,278 6,481,644 CONTRIBUTIONS: Employer 1,263,483 628,944 1,714,553 593,000 - 4,199,980 Employee 2,944,097 1,431,028 3,879,036 1,126,792 - 9,380,953 TOTAL CONTRIBUTIONS 4,207,580 2,059,972 5,593,589 1,719,792 - 13,580,933 DISTRIBUTIONS TO PARTICIPANTS (1,457,502) (1,571,091) (3,521,512) (781,274) (291,668) (7,623,047) TRANSFERS (TO) FROM OTHER FUNDS 428,581 370,825 (196,006) (1,426,226) 822,826 - TRANSFER (TO) FROM OTHER PLANS (943) - (8,149) - (427) (9,519) NET INCREASE (DECREASE) IN NET ASSETS AVAILABLE FOR BENEFITS 5,698,945 1,692,951 4,408,988 (332,882) 962,009 12,430,011 NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 29,251,157 16,227,841 38,244,100 6,045,380 5,642,907 95,411,385 NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $34,950,102 $17,920,792 $42,653,088 $5,712,498 $6,604,916 $107,841,396
6. EMPLOYEE WITHDRAWALS In accordance with the AICPA Audit and Accounting Guide "Audits of Employee Benefit Plans," at December 31, 1994 and 1993, employee withdrawal requests of $734,939 and $1,187,366, respectively, were not accrued. ****** -----END PRIVACY-ENHANCED MESSAGE-----