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
<PAGE>
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
<PAGE>
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
<PAGE>
OGDEN PROJECTS
PROFIT SHARING PLAN
Financial Statements for the
Years Ended December 31, 1993 and 1992, and
Independent Auditors' Report
<PAGE>
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
<PAGE>
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
<PAGE>
OGDEN PROJECTS PROFIT SHARING PLAN
<TABLE>
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS DECEMBER 31, 1993 AND 1992
<CAPTION>
ASSETS 1993 1992
<S> <C> <C>
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.
</TABLE>
<PAGE>
OGDEN PROJECTS PROFIT SHARING PLAN
<TABLE>
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1993 AND 1992
<CAPTION>
1993 1992
<S> <C> <C>
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.
</TABLE>
<PAGE>
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:
<TABLE>
<CAPTION>
Percent
Years of Vesting Service in the Plan Vested
<S> <C>
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
</TABLE>
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:
<TABLE>
<CAPTION>
1993 1992
<S> <C> <C>
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
</TABLE>
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:
<TABLE>
<CAPTION>
1993 1992
<S> <C> <C>
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.
</TABLE>
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:
<TABLE>
<CAPTION>
1993 1992
<S> <C> <C>
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
</TABLE>
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:
<TABLE>
<CAPTION>
1993 1992
<S> <C> <C>
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
</TABLE>
Net Realized and Unrealized Appreciation of Investments at Fair Market Value
as Determined by Quoted Market Price:
<TABLE>
1993 1992
<S> <C> <C>
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 $ - $ -
</TABLE>
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.
* * * * * *
