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
<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 - 10
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 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
<PAGE>
OGDEN PROFIT SHARING PLAN
Financial Statements for the
Years Ended December 31, 1993 and 1992, and
Independent Auditors' Report
<PAGE>
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
<PAGE>
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
<PAGE>
<TABLE>
OGDEN PROFIT SHARING PLAN
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) $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.
</TABLE>
<PAGE>
<TABLE>
OGDEN PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS
YEARS ENDED DECEMBER 31, 1993 AND 1992
<CAPTION>
1993 1992
<S> <C> <C>
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.
</TABLE>
<PAGE>
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:
<TABLE>
<CAPTION>
1993 1992
<S> <C> <C>
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
</TABLE>
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:
<TABLE>
<CAPTION>
1993 1992
<S> <C> <C>
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.
</TABLE>
<PAGE>
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 $ 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
</TABLE>
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:
<TABLE>
<CAPTION>
1993 1992
<S> <C> <C>
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
<PAGE>
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) $ -
</TABLE>
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."
