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
<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
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
<PAGE>
OGDEN PROFIT SHARING PLAN
Financial Statements for the
Years Ended December 31, 1994 and 1993, and
Independent Auditors' Report
<PAGE>
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
<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, 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
<PAGE>
OGDEN PROFIT SHARING PLAN
<TABLE>
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1994 AND 1993
<CAPTION>
1994 1993
<S> <C> <C>
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
</TABLE>
<PAGE>
OGDEN 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 (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
</TABLE>
<PAGE>
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.
<PAGE>
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:
<TABLE>
<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
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)
</TABLE>
<PAGE>
<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, 1994 and 1993:
<CAPTION>
1994 1993
<S> <C> <C>
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
</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>
Year ended December 31, 1994
Fixed Inter-
Equity Stock Income Treasury Loan Magellan national
Fund Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Year ended December 31, 1993
Fixed Inter-
Equity Stock Income Treasury Loan Magellan national
Fund Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
5. INFORMATION RELATED TO CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
<TABLE>
The change in net assets available for benefits, by fund, for the year ended
December 31, 1994 and 1993, was as follows:
<CAPTION>
Year ended December 31, 1994
Fixed Inter-
Equity Stock Income Treasury Loan Magellan national
Fund Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Year ended December 31, 1993
Fixed
Equity Stock Income Treasury Loan
Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
<PAGE>
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.
******
