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 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
- 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
<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 PROFIT SHARING PLAN
ADMINISTRATIVE COMMITTEE
By /S/ William C. Mack
William C. Mack
Chairman of the Ogden Projects
Profit Sharing Plan Administrative
Committee
Date: June 29, 1995
<PAGE>
OGDEN PROJECTS
PROFIT SHARING PLAN
Financial Statements for the
Years Ended December 31, 1994 and 1993, and
Independent Auditors' Report
<PAGE>
OGDEN PROJECTS 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
<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, 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
as of 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 1, 1995
(June 16, 1995 as to Note 1d)
<PAGE>
OGDEN PROJECTS PROFIT SHARING PLAN
<TABLE>
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994 AND 1993
<CAPTION>
ASSETS 1994 1993
<S> <C> <C>
INVESTMENTS -
Value of interest in master trust
(at fair value) (Note 3) $ 20,764,585 $ 15,710,928
RECEIVABLES - Employer contributions 48,877 1,949,636
NET ASSETS AVAILABLE FOR BENEFITS $ 20,813,462 $ 17,660,564
(Note 4)
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, 1994 AND 1993
<CAPTION>
1994 1993
<S> <C> <C>
EARNINGS ON INVESTMENTS -
Net investment gain from master
trust (Note 5) $ 370,726 $ 932,836
CONTRIBUTIONS (Note 5):
Employer 2,148,878 1,949,691
Employee 1,120,469 1,183,598
Total contributions 3,269,347 3,133,289
DISTRIBUTIONS TO PARTICIPANTS (487,175) (734,693)
(Note 5)
NET INCREASE IN NET ASSETS
AVAILABLE FOR BENEFITS 3,152,898 3,331,432
NET ASSETS AVAILABLE FOR
BENEFITS, BEGINNING OF YEAR 17,660,564 14,329,132
NET ASSETS AVAILABLE FOR
BENEFITS, END OF YEAR (Note 4) $ 20,813,462 $ 17,660,564
See notes to financial statements.
</TABLE>
<PAGE>
OGDEN PROJECTS PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1994 AND 1993
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 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 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.
Effective October 1, 1994, the Plan announced the
addition of the following funds in which participants
could elect to invest their assets:
- FIDELITY MAGELLAN MUTUAL FUND ("Magellan Fund") -
Investments in the Magellan Fund, consisting
primarily of common stocks and securities
convertible to common stock, are under the
management of Fidelity Investments.
- T. ROWE PRICE INTERNATIONAL STOCK FUND
("International Fund") - Investments in the
International Fund, consisting of stocks of
established, non-U.S. companies, are under the
management of T. Rowe Price Associates.
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 (the "Trustee") for the benefit
of various Ogden Corporation subsidiary plans (see Note
3). The common stock of Ogden Corporation held as a
result of investments in the Stock Fund is held on behalf
of the Trust at the Trustee.
<PAGE>
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, realized and unrealized gains and losses, and
administrative expenses are determined on the basis of
each plan's proportionate share in the Trust assets
stated at fair value on a monthly basis.
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
which approximate fair value. 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 16, 1995, in
which the Internal Revenue Service (the "IRS") stated
that the Plan is in compliance with the applicable
requirements of the Internal Revenue Code (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
1994 and 1993, participant pre-tax contributions could
not exceed $9,240 and $8,994, 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 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 his/her primary
residence or (iv) to pay post-secondary educational
expenses for the participant, spouse, children or
dependents.
g. PAYMENTS FROM THE PLAN'S TRUST - 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. 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, 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 for 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.
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. Effective July 22, 1994, it was
determined that the Plan would meet the requirements of
section 410 of the Code and the suspension was lifted.
Employees who had contributions suspended were given the
option of making a retroactive contribution.
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.
<PAGE>
3. INVESTMENTS
<TABLE>
The following is a summary of the fair value of investments in
the Trust as prepared by the Trustee and the Plan's beneficial
interest in such investments at December 31, 1994 and 1993:
<CAPTION>
1994 1993
<S> <C> <C>
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 Trustee:
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 $ 20,764,585 $ 15,710,928
Plan's beneficial interest
percentage therein 15.4% 12.6%
Total Trust net realized and
unrealized (depreciation)
appreciation $ (4,163,963) $ 1,803,600
Plan's beneficial interest
therein (Note 5) $ (395,074) $ 274,195
Total Trust 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) $ 864,161 $ 735,105
Administrative expenses charged
to the Trust $ (612,989) $ (488,093)
Plan's beneficial interest
therein (Note 5) $ (98,361) $ (76,464)
</TABLE>
<PAGE>
<TABLE>
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, 1994 and 1993:
<CAPTION>
1994 1993
<S> <C> <C>
Investments at fair value as
determined by quoted market prices:
Equity Fund $ 5,994,850 $ 6,607,410
Stock Fund 1,152,866 1,238,147
Magellan Fund 1,946,348 -
International Fund 1,341,897 -
Investments at estimated fair
value as determined by
The Trustee:
Fixed Income Fund 8,072,699 5,810,573
Treasury Fund 1,160,469 1,171,415
Loan Fund 1,095,456 883,383
TOTAL $ 20,764,585 $ 15,710,928
</TABLE>
<TABLE>
The following is a summary of the Plan's beneficial interest
in the cost of investments held by the Trust as of December
1994 and 1993:
<CAPTION>
1994 1993
<S> <C> <C>
Equity Fund $ 5,147,577 $ 5,420,488
Stock Fund 1,417,457 1,302,074
Fixed Income Fund 8,072,699 5,810,573
Treasury Fund 1,160,469 1,171,415
Loan Fund 1,095,456 883,383
Magellan Fund 1,950,380 -
International Fund 1,426,761 -
TOTAL $ 20,270,799 $ 14,587,933
</TABLE>
Loans to participants at December 31, 1994 and 1993, which
comprise the Loan Fund, are reported at cost which
approximates fair value.
<PAGE>
4. ALLOCATION OF NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
The following is a summary of the allocation by fund of net
assets available for benefits at December 31, 1994 and 1993:
<CAPTION>
1994 1993
<S> <C> <C>
Equity Fund $ 6,089,526 $ 7,464,842
Stock Fund 1,131,403 1,424,359
Fixed Income Fund 8,147,112 6,597,199
Treasury Fund 1,143,826 1,290,781
Loan Fund 1,095,456 883,383
Magellan Fund 1,884,731 -
International Fund 1,321,408 -
TOTAL $ 20,813,462 $ 17,660,564
</TABLE>
5. INFORMATION RELATED TO CHANGES IN NET ASSETS AVAILABLE FOR
BENEFITS
<TABLE>
The changes in net assets available for benefits, by fund, for
the year ended December 31, 1994, were as follows:
<CAPTION>
Fixed
Equity Stock Income Treasury Loan Magellan International
Fund Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
EARNINGS (LOSS) ON
INVESTMENTS:
Interest and dividends $ 256,240 $ 76,052 $ 409,258 $ 41,360 $ 72,876 $ - $ 8,375 $ 864,161
Net realized and
unrealized (depreciation)
appreciation of
investments at fair
market value (98,679) (250,767) - - - (4,033) (41,595) (395,074)
Administrative expenses (60,800) (4,072) (29,330) (3,230) - (554) (375) (98,361)
Net investment
gain (loss) from
master trust 96,761 (178,787) 379,928 38,130 72,876 (4,587) (33,595) 370,726
CONTRIBUTIONS:
Employer 617,336 180,157 783,702 102,784 - 296,981 167,918 2,148,878
Employee 421,040 120,191 418,361 58,425 - 65,263 37,189 1,120,469
TOTAL CONTRIBUTIONS 1,038,376 300,348 1,202,063 161,209 - 362,244 205,107 3,269,347
DISTRIBUTIONS
TO PARTICIPANTS (188,834) (44,286) (232,788) (8,931) (5,336) (3,500) (3,500) (487,175)
TRANSFERS (TO) FROM
OTHER FUNDS (2,321,619) (370,231) 200,710 (337,363) 144,533 1,530,574 1,153,396 -
NET INCREASE
(DECREASE) IN NET
ASSETS AVAILABLE FOR
BENEFITS (1,375,316) (292,956) 1,549,913 (146,955) 212,073 1,884,731 1,321,408 3,152,898
NET ASSETS AVAILABLE
FOR BENEFITS,
BEGINNING OF YEAR 7,464,842 1,424,359 6,597,199 1,290,781 883,383 - - 17,660,564
NET ASSETS AVAILABLE
FOR BENEFITS,
END OF YEAR $6,089,526 $1,131,403 $8,147,112 $1,143,826 $1,095,456 $1,884,731 $1,321,408 $20,813,462
</TABLE>
<PAGE>
<TABLE>
The changes in net assets available for benefits, by fund, for the year ended
December 31, 1993, were as follows:
<CAPTION>
Fixed
Equity Stock Income Treasury Loan
Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
EARNINGS ON INVESTMENTS:
Interest and dividends $ 220,441 $ 58,681 $ 369,392 $ 37,070 $ 49,521 $ 735,105
Net realized and
unrealized
(depreciation)
appreciation of
investments at fair
market value 305,551 (31,356) - - - 274,195
Administrative expenses (47,027) (3,185) (22,612) (3,640) - (76,464)
Net investment gain
from master trust 478,965 24,140 346,780 33,430 49,521 932,836
CONTRIBUTIONS:
Employer 842,236 177,504 790,559 139,392 - 1,949,691
Employee 537,641 87,215 462,897 95,845 - 1,183,598
TOTAL CONTRIBUTIONS 1,379,877 264,719 1,253,456 235,237 - 3,133,289
DISTRIBUTIONS TO
PARTICIPANTS (341,766) (16,675) (358,269) (11,977) (6,006) (734,693)
TRANSFERS (TO)
FROM OTHER FUNDS 259,723 191,344 (342,493) (443,953) 335,379 -
NET INCREASE
(DECREASE) IN NET
ASSETS AVAILABLE
FOR BENEFITS 1,776,799 463,528 899,474 (187,263) 378,894 3,331,432
NET ASSETS
AVAILABLE
FOR BENEFITS,
BEGINNING OF YEAR 5,688,043 960,831 5,697,725 1,478,044 504,489 14,329,132
NET ASSETS
AVAILABLE
FOR BENEFITS,
END OF YEAR $7,464,842 $1,424,359 $6,597,199 $1,290,781 $ 883,383 $17,660,564
</TABLE>
6. EMPLOYEE WITHDRAWALS
At December 31, 1993, employee withdrawal requests of $32,905,
were not accrued in accordance with the 1993 AICPA Audit and
Accounting Guide "Audits of Employee Benefit Plans."
* * * * * *
