-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Fb9CoNxjRHp+SVpBmudCxQ4jsj0UCbjQKunmF6rpJ25GLrmctXB66IiXhwMY+Jdv yItgqflAjg73bldBocYHhQ== 0000903423-01-500206.txt : 20010704 0000903423-01-500206.hdr.sgml : 20010704 ACCESSION NUMBER: 0000903423-01-500206 CONFORMED SUBMISSION TYPE: 11-K/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010703 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COVANTA ENERGY CORP CENTRAL INDEX KEY: 0000073902 STANDARD INDUSTRIAL CLASSIFICATION: AIRPORTS, FLYING FIELDS & AIRPORT TERMINAL SERVICES [4581] IRS NUMBER: 135549268 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K/A SEC ACT: SEC FILE NUMBER: 001-03122 FILM NUMBER: 1674155 BUSINESS ADDRESS: STREET 1: 40 LANE ROAD CITY: FAIRFIELD STATE: NJ ZIP: 07004 BUSINESS PHONE: 2128686100 MAIL ADDRESS: STREET 1: 40 LANE ROAD CITY: FAIRFIELD STATE: NJ ZIP: 07004 FORMER COMPANY: FORMER CONFORMED NAME: OGDEN CORP DATE OF NAME CHANGE: 19920703 11-K/A 1 cov11k-401k_72.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 11-K/A /X/ Annual report pursuant to Section 15(d) of the Securities and Exchange Act of 1934 For the fiscal year ended December 31, 2000. / / 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 if the issuer named below: The Ogden 401(k) Plan B. Name of the issuer of the securities held pursuant to the plan and the address of its principal executive office: Covanta Energy Corporation 40 Lane Road Fairfield, NJ 07007 Signature Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the Resources Recovery 401(k) Plan) have duly caused this annual report to be signed by the undersigned thereunto duly authorized. Ogden 401(k) Plan Administrative Committee By: /s/ Louis M. Walters ------------------------- Louis M. Walters Member of the Ogden 401(k) Plan Administrative Committee Date : July 2, 2001 The Ogden 401(k) Plan Independent Auditors' Report Financial Statements Years Ended December 31, 2000 and 1999 Supplemental Schedule Year Ended December 31, 2000 THE OGDEN 401(k) PLAN TABLE OF CONTENTS - -------------------------------------------------------------------------------- INDEPENDENT AUDITORS' REPORT FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999: Statements of Net Assets Available for Benefits Statements of Changes in Net Assets Available for Benefits Notes to Financial Statements SUPPLEMENTAL SCHEDULE FOR THE YEAR ENDED DECEMBER 31, 2000: Schedule of Assets Held for Investment Purposes at End of Year INDEPENDENT AUDITORS' REPORT The Ogden 401(k) Plan We have audited the accompanying statements of net assets available for benefits of The Ogden 401(k) Plan (the "Plan") as of December 31, 2000 and 1999, 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 auditing standards generally accepted in the United States of America. 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, 2000 and 1999, and the changes in net assets available for benefits for the years then ended in conformity with accounting principles generally accepted in the United States of America. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule listed in the Table of Contents is presented for the purpose of additional analysis and is not a required part of the basic financial statements, but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This schedule is the responsibility of the Plan's management. Such schedule has been subjected to the auditing procedures applied in our audit of the basic 2000 financial statements and, in our opinion, is fairly stated in all material respects when considered in relation to the basic financial statements taken as a whole. /s/ DELOITTE & TOUCHE LLP Parsippany, New Jersey June 22, 2001 THE OGDEN 401(k) PLAN STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 2000 AND 1999 - -------------------------------------------------------------------------------- 2000 1999 ASSETS: Investments (See Note 3) $ 87,823,337 $107,387,258 Receivables: Employer contributions 121,612 266,289 Participant contributions 65,051 135,871 ------------ ------------ Total receivables 186,663 402,160 ------------ ------------ NET ASSETS AVAILABLE FOR BENEFITS $ 88,010,000 $107,789,418 ============ ============ See accompanying notes to financial statements. THE OGDEN 401(k) PLAN STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS YEARS ENDED DECEMBER 31, 2000 AND 1999 - --------------------------------------------------------------------------------
2000 1999 ADDITIONS: Additions to net assets attributed to: Investment income: Net (depreciation) appreciation in fair value of investments (See Note 3) $ (6,446,648) $ 13,152,664 Interest and dividends 2,440,821 2,504,354 ------------- ------------- (4,005,827) 15,657,018 ------------- ------------- Contributions: Participant 2,965,836 3,594,069 Employer 1,598,463 1,840,161 Rollovers 79,156 89,096 ------------- ------------- 4,643,455 5,523,326 ------------- ------------- Total additions 637,628 21,180,344 ------------- ------------- DEDUCTIONS: Deductions from net assets attributed to: Benefits paid to participants (17,035,087) (24,200,159) Administrative expenses (49,856) (78,035) Net transfer to other plans (3,332,103) (39,585,969) ------------- ------------- Total deductions (20,417,046) (63,864,163) ------------- ------------- NET DECREASE IN NET ASSETS AVAILABLE FOR BENEFITS (19,779,418) (42,683,819) NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR 107,789,418 150,473,237 ------------- ------------- NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $ 88,010,000 $ 107,789,418 ============= =============
See accompanying notes to financial statements. THE OGDEN 401(k) PLAN NOTES TO FINANCIAL STATEMENTS YEARS ENDED DECEMBER 31, 2000 AND 1999 - -------------------------------------------------------------------------------- 1. DESCRIPTION OF THE PLAN The following is a brief description of The Ogden 401(k) Plan ("the Plan"). Participants should refer to the Plan document for more complete information. a. General Information - Effective June 3, 1996, Ogden Services Corporation (the "Company") changed the Plan name from the Ogden Profit Sharing Plan to The Ogden 401(k) Plan. The Plan is an employee savings plan providing for both employer and employee contributions. The Plan was established as the Ogden Food Service Corporation Savings 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. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974. Subsequently, the Company amended and restated the Plan again to comply with the requirements of: o The Omnibus Reconciliation Act of 1993 o The Unemployment Compensation Amendment of 1992 o Applicable revenue rulings and notices thereunder o Miscellaneous administrative policies and procedures Other amendments have been made since the Plan's inception to reflect changes in the Plan name and participating Covanta Energy Corporation ("Covanta") (formerly Ogden Corporation) subsidiaries and affiliates adopting the Plan. Participating companies in the Plan include: o Ogden Services Corporation (the Sponsor of the Plan); o Ogden Management Services, Inc.; o All subsidiaries and affiliates of the participating companies which adopt the Plan. Effective January 1, 1999, the Plan was amended as a result of several administrative and plan design changes. The sponsor of the Plan, the Company, determined that it would be in the best interest of Ogden Resource Recovery Support Services, Inc. and ADT Global Services, Inc. (collectively, "Prior Participating Companies"), and their employees, to establish separate defined contribution plans. Effective January 1, 1999, the Plan assets of the Prior Participating Companies were transferred from the Plan to the Resource Recovery 401(k) Plan and ADT Global Services 401(k) Plan, respectively. b. Administration of the Plan - Administrative and Investment Committees are appointed by the Board of Directors (the "Board") of 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 and part-time employees of participating companies who are not covered under a collective bargaining agreement with a recognized union and have attained age 21 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. The maximum annual compensation that can be applied to the 401(k) deferral for 2000 and 1999 is $170,000 and $160,000, respectively. For 2000 and 1999, participant pre-tax contributions could not exceed $10,500 and $10,000, respectively. The Company matches 100 percent up to the first 3 percent of a participant's annual compensation which is invested based on participant investment elections. On January 1, 1999, the Company implemented an additional company match of 50 percent up to the next 2 percent of a participant's annual compensation in Covanta stock for participants who are eligible and who elect to contribute. Plan participants can reallocate the Covanta common stock contributions to different investment elections at age 55 or older. A participant's elective contributions and Company contributions are invested, at the direction of the participant, in accordance with one of the following options: o 100 percent in one of the Investment Funds; or o in more than one Investment Fund allocated in multiples of 1 percent. If a participant does not make such an election, he or she is deemed to have elected investment in the Government Securities Fund. e. Loans to Participants - Loans are made to participants at a minimum of $500 and up to the lesser of 50 percent of the vested balance or $50,000, less the highest of any outstanding loan balance in the previous 12 months, even if repaid. Loans can not 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). Participants are prohibited from borrowing funds accumulated in the Stock Fund. The maximum number of loans outstanding at one time for an employee is two. The interest rate charged is The Wall Street Journal's prime rate plus 1 percent. f. Vesting - Employees eligible to participate in the Plan become 100 percent vested in Company contributions made on or after January 1, 1999. Matching contributions contributed on behalf of the participants for payroll dates December 31, 1998 and earlier will be fully vested after 5 years of service. Participant contributions are immediately 100 percent 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. Form of Benefits - Benefits are paid in one lump sum. i. Reclassification - Certain 1999 amounts have been reclassified in the accompanying financial statements to conform with the 2000 presentation. j. 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 their primary residence, or (iv) to pay post-secondary educational expenses for the participant, spouse, children or dependents. k. Payments from the Plan's Trust - Upon termination of service of a participant on or after retirement date or by reason of death or disability, an amount equal to the value of the participant's account as of the valuation date next following the date of termination of service, whether or not such participant has a vested interest in such account, is paid from the trust at age 59-1/2 or older. l. Forfeitures - Forfeitures arising under the Plan during the year are allocated to Participants' accounts in the same manner as contributions (see Note 1(d)). 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The accounting and reporting policies followed in the preparation of the financial statements of 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 - Effective June 3, 1996, the Plan retained the American Express Trust Company to serve as the Trustee (the "Trustee") of the Plan's assets. Prior to this date, the Plan's assets were held in a master trust by the Bank of New York Trust Company (the "Predecessor Trustee") as trustee for the benefit of various Covanta subsidiary plans. During 2000 and 1999, the Plan included the following funds in which participants could elect to invest their Plan assets: o Ogden Stock Fund ("Stock Fund") - This pooled fund invests in common stock of Covanta, but does maintain a small cash balance invested in a money market fund for liquidity purposes. o Fiduciary Capital Management Fixed Income Fund ("Fixed Income Fund") - Investment contracts with insurance companies and banks purchased by the Plan and American Express Trust Income Fund II (a collective money market investment fund, managed by the Trustee) which provide for a guaranteed return on principal invested over a specified time period. o American Express Equity Index Fund II ("AMEX Equity Fund") - Investments in a collective trust consisting of a diversified portfolio of equity securities. o AXP Mutual Fund Balanced Portfolio ("AXP Mutual Fund") - Investments in a mutual fund consisting primarily of common stock, preferred stock and debt securities. o Templeton Foreign Fund ("Templeton Fund") - Investments in a mutual fund consisting primarily of established, non-U.S. companies. o AXP Growth Fund ("AXP Growth Fund") - Investments in a mutual fund seeking to provide long-term growth of capital primarily in growth, improving, and technology companies. o AXP New Dimensions Fund ("AXP Dimensions Fund") - Investments in a mutual fund which invests primarily in common stocks of U.S. and foreign companies in which economic and technical changes may take place. o AET U.S. Government Securities Fund II ("Government Securities Fund") - Investments in a collective money market fund, managed to provide maximum current income consistent with conserving capital and maintaining high liquidity. b. Investment Valuation - Investments in securities listed on national securities exchanges are valued at the closing composite prices 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 investment contracts included in the Fixed Income Fund 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. 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. d. Use of Estimates - The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. e. Accounting for Derivative Instruments - The Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 133, Accounting for Derivative Instruments and Hedging Activities, in June 1998. SFAS No. 133, as amended and interpreted, establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and hedging activities. It requires entities, including employee benefit plans, to recognize all derivatives as either assets or liabilities in the statement of financial position and to measure those instruments at fair value. This statement is effective for fiscal years after June 15, 2000. Management has determined that the implementation of SFAS No. 133 will have no effect on the Plan's financial statements. 3. INVESTMENTS The following is a summary of the Plan's investments held by the Trustee at December 31, 2000 and 1999 that represent 5 percent or more of the Plan's net assets:
2000 1999 Investments at fair value as determined by quoted market price: AXP Growth Fund 18,715,324 24,159,996 AMEX Equity Fund 18,261,231 23,542,401 AXP Mutual Fund 5,324,939 6,907,765 Government Securities Fund 8,680,355 9,114,640 Investments at contract value as determined by the Trustee - Fixed Income Fund 22,793,995 27,947,227
During 2000, the Plan's investments (including gains and losses on investments bought and sold as well as held during the year) depreciated in value by $6,446,648 as follows: 2000 AMEX Equity Fund $ (1,847,132) AXP Dimensions Fund (819,848) AXP Mutual Fund (821,416) Other AXP/AETC Funds (5,021,806) Stock Fund 952,366 Other Pooled Funds 1,505,406 Other Assets (394,218) ------------ $ (6,446,648) ============ Loans to participants at December 31, 2000 and 1999, which comprise the Loan Fund, are reported at cost which approximates fair value. The Fixed Income Fund invests in investment contracts providing a guaranteed return on principal invested over a specified time period. The crediting interest rates at December 31, 2000 and 1999 for the various investment contracts ranged from 7.32% to 6.54% and 7.74% to 4.82%, respectively. The average yields of the Fixed Income Fund for the years ended December 31, 2000 and 1999 were 7.21% and 6.91%, respectively. All investment contracts in the Fixed Income Fund are fully benefit-responsive and are recorded at contract value which equals principal plus accrued interest. If the investment contracts were reported at fair value, the investment contracts in the Fixed Income Fund would have approximated $3,355,677 and $7,346,721 at December 31, 2000 and 1999, respectively. 4. NON-PARTICIPANT DIRECTED INVESTMENTS Information about the net assets at December 31, 2000 and 1999, and significant components of the changes in net assets relating to the nonparticipant-directed investments for the year ended December 31, 2000 is as follows: 2000 1999 Net assets: Stock fund $ 2,060,024 $ 1,613,075 =========== =========== Change in net assets: Contributions $ 362,444 Interest and dividends -- Net realized and unrealized appreciation (depreciation) of assets 482,465 Distributions to participants (218,679) Expenses (1,037) Transfers (178,244) ----------- $ 446,949 =========== 5. Plan Termination 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. In September 1999, Covanta, the parent of the Company, adopted a plan to dispose of its Aviation and Entertainment businesses. 6. Tax Status The Internal Revenue Service has determined and informed the Company by letter dated June 14, 1995 that the Plan and related trust are designed in accordance with the applicable sections of the Internal Revenue Code (the "Code"). The Plan satifies Code section 401(a)(4) on the basis that it is a design-based safe harbor. The Plan Administrator believes that the plan is currently 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. 7. SALES OF PARTICIPATING COMPANIES Beginning in June of 1998, the Company began selling certain subsidiaries. Some of the participants in the Plan were employees of such businesses and became employees of the purchasers. In 2000 and 1999, the participant accounts of affected employees were transferred to other plans sponsored by the purchasers. ****** THE OGDEN 401(k) PLAN SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES AT END OF YEAR DECEMBER 31, 2000 - --------------------------------------------------------------------------------
Description Number of of Market Identity of Issue Investment Shares/Units Cost * Value General Investments: Fixed Income Fund GIC 1,734,967 $ 22,793,995 Stock Fund Common Stock 534,894 $ 4,057,795 4,260,431 Government Securities Fund Money Market 8,637,769 8,680,355 AMEX Equity Fund Equity Securities 504,245 18,261,231 Promissory notes Loans 1,567,397 ------------ Total General Investments 55,563,409 ------------ Regulated Investment Companies: AXP Growth Fund Mutual Fund 476,581 18,715,324 AXP Mutual Fund Mutual Fund 483,646 5,324,939 AXP Dimensions Fund Mutual Fund 149,118 4,333,362 Templeton Fund Mutual Fund 375,851 3,886,303 ------------ Total Regulated Investment Companies 32,259,928 ------------ GRAND TOTAL $ 87,823,337 ============ *Nonparticipant-directed
INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in Registration Statement Nos. 33-36658, 33-36657, 33-54143, 333-19641, 333-82801 and 333-40140 of Covanta Energy Corporation (formerly Ogden Corporation) on Form S-8 of our report dated June 22, 2001, appearing in this Annual Report on Form 11-K of The Ogden 401(k) Plan for the year ended December 31, 2000. /s/ DELOITTE & TOUCHE LLP Parsippany, New Jersey June 27, 2001 -----END PRIVACY-ENHANCED MESSAGE-----