\<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 11-K
/X/ Annual report pursuant to Section 15(d) of the
Securities and Exchange Act of 1934
For the fiscal year ended December 31, 1998.
/ / 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 the issuer of the securities held pursuant to the plan and the
address of its principal executive office:
Ogden Corporation
Two Pennsylvania Plaza
New York, NY 10121
<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/ ANDREA R. EHRLICH
--------------------------------------------------
Andrea R. Ehrlich
Member of the Ogden Projects Profit Sharing Plan
Administrative Committee
Date: June 29, 1999
<PAGE>
-----------------------------------------
OGDEN PROJECTS
PROFIT SHARING PLAN
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1998 AND 1997,
SUPPLEMENTAL SCHEDULES FOR THE YEAR ENDED
DECEMBER 31, 1998, AND
INDEPENDENT AUDITORS' REPORT
<PAGE>
OGDEN PROJECTS PROFIT SHARING PLAN
<TABLE>
<CAPTION>
TABLE OF CONTENTS
- --------------------------------------------------------------------------------
Page
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1998 AND 1997:
Statements of Net Assets Available for Benefits 2
Statements of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-11
SUPPLEMENTAL SCHEDULES FOR THE YEAR ENDED DECEMBER 31, 1998:
Item 27(a) - Schedule of Assets Held for Investment Purposes 12
Item 27(d) - Schedule of Reportable Transactions 13
</TABLE>
<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, 1998 and 1997, 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, 1998 and 1997, and the changes in net assets available for benefits for
the years then ended in conformity with generally accepted accounting
principles.
Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in
the Table of Contents are presented for the purpose of additional analysis
and are not a required part of the basic financial statements, but are
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. These schedules are the responsibility of the Plan's
management. Such schedules have been subjected to the auditing procedures
applied in our audit of the basic 1998 financial statements and, in our
opinion, are fairly stated in all material respects when considered in
relation to the basic financial statements taken as a whole.
/s/ Deloitte & Touche LLP
New York, New York
June 24, 1999
<PAGE>
OGDEN PROJECTS PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1998 AND 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
ASSETS 1998 1997
<S> <C> <C>
INVESTMENTS $42,614,193 $34,772,037
RECEIVABLES - Employer contributions 2,532,963 2,172,066
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $45,147,156 $36,944,103
----------- -----------
----------- -----------
</TABLE>
See notes to financial statements.
<PAGE>
OGDEN PROJECTS PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1998 AND 1997
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
1998 1997
<S> <C> <C>
EARNINGS (LOSSES) ON INVESTMENTS
Interest and dividends $ 2,364,508 $ 2,668,266
Net appreciation in the fair value
of investments 2,218,396 3,099,475
Investment management fees (30,268) (96,852)
----------- -----------
Net investment earnings 4,552,636 5,670,889
----------- -----------
CONTRIBUTIONS:
Employer 2,532,963 2,172,066
Employee 1,957,777 1,540,373
----------- -----------
Total contributions 4,490,740 3,712,439
----------- -----------
DISTRIBUTIONS TO PARTICIPANTS (817,119) (3,057,099)
----------- -----------
NET TRANSFER FROM (TO) OTHER PLANS -- 16,377
----------- -----------
FORFEITURES (23,204) --
----------- -----------
NET INCREASE IN NET ASSETS AVAILABLE
FOR BENEFITS 8,203,053 6,342,606
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 36,944,103 30,601,497
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $45,147,156 $36,944,103
----------- -----------
----------- -----------
</TABLE>
See notes to financial statements.
<PAGE>
OGDEN PROJECTS PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1998 AND 1997
- -------------------------------------------------------------------------------
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 1998 and 1997, the Plan included the
following funds in which participants could elect to invest their
Plan assets (Funds denoted by a * are new investment options
offered during 1998.):
- FIDELITY MAGELLAN FUND - This fund invests in common stock of
domestic, foreign, and multinational companies of all sizes. The
fund may also invest in bonds.
- OGDEN STOCK FUND - This fund invests in Ogden Corporation common
stock, traded on the New York Stock Exchange.
- T. ROWE PRICE BALANCED FUND - This fund invests approximately
60% in stocks and 40% in bonds.
- *T. ROWE PRICE BLUE CHIP GROWTH FUND - This fund invests in
large and medium-sized blue chip growth companies.
- T. ROWE PRICE EQUITY INCOME FUND - This fund invests in stocks
that pay above-average dividends.
- *T. ROWE PRICE EQUITY INDEX 500 FUND - This fund invests in the
500 stocks that make up the S&P 500 Index.
- T. ROWE PRICE INTERNATIONAL STOCK FUND - This fund invests in
established non-U.S. companies.
- *T. ROWE PRICE SMALL-CAP VALUE FUND - This fund invests in
small companies that appear to be undervalued.
- *T. ROWE PRICE SPECTRUM INCOME FUND - This fund invests in five
U.S. bond funds, two international bond funds, a money market
fund, and an income-oriented stock fund.
- T. ROWE PRICE STABLE VALUE FUND ("STABLE VALUE FUND") - This
fund invests in investment contracts issued by high-quality
insurance companies and banks.
- *T. ROWE PRICE U.S. TREASURY MONEY FUND ("U.S. TREASURY MONEY
FUND") - This fund invests primarily in short-term U.S. Treasury
securities.
<PAGE>
- MERRILL LYNCH TREASURY FUND - This fund invests in U.S.
Treasury bills and notes generally with maturities of one year
or less. Such fund no longer exists in 1998 and is now substituted
with the T. Rowe Price U.S. Treasury Money Fund (see description
above).
Shares in group trust funds were 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 were determined monthly on the basis of
each plan's proportionate share in the Trust assets stated at fair
value.
The Stable Value Fund primarily invests in investment contracts
providing a guaranteed return on principal invested over a
specified time period. The crediting interest rates at December 31,
1998 and 1997 for the various investment contracts ranged from
5.57% to 8.41% and 4.77% to 8.41%, respectively. The average yields
of the Stable Value Fund for the years ended December 31, 1998 and
1997 were 6.59% and 6.26%, respectively. All investment contracts
in the Stable Value Fund are fully benefit-responsive and are
recorded at contract value which equals principal plus accrued
interest.
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
guaranteed investment contracts included in the Stable Value Fund
are stated at contract value. Investments in the U.S. Treasury
Money Fund and the Merrill Lynch Treasury Fund are stated at cost
plus investment income which approximates 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.
d. UNITED STATES FEDERAL INCOME TAXES - The Plan and trust is intended
to be qualified under Section 401(a) and tax exempt under Section
501(a) of the Internal Revenue Code (the "Code"), respectively. The
Plan received a favorable determination letter from the Internal
Revenue Service dated June 16, 1995. 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.
e. DISTRIBUTIONS TO PARTICIPANTS - Benefits are recorded when paid.
f. GENERAL - The financial statements are prepared in conformity with
generally accepted accounting principles. These principles require
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 changes in net
assets available for benefits during the reporting period. Actual
results could differ from those estimates.
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.
<PAGE>
a. GENERAL INFORMATION - The Plan is an employee savings plan
providing for both employer and employee contributions. The Plan
includes a pre-tax savings feature which is intended to qualify
under Sections 401(k) and 401(a) of the Code. Prior to January 1,
1998, the plan included included an after-tax savings feature which
was intended to qualify under Section 401(a) of the Code (see note
2(j)). 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 is
appointed by the Board of Directors (the "Board") of Ogden
Corporation ("Ogden") and serves as a fiduciary of the Plan. The
Administrative Committee has general responsibility for the
administration and interpretation of the Plan.
Effective November 1, 1997, the Ogden Energy Group Investment
Committee was established and charged with appointing investment
advisors and reviewing the performance of the investment portfolio.
Costs related to the administration of the Plan are paid by the
participants out of Plan assets.
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 Ogden Energy Group, Inc., ("OEG") 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
coinciding 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 employer contributions to 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 OEG are determined by the
Board. The Board's determination may be expressed in terms of a
stated percentage of OEG'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 OEG 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 basis.
For 1998 and
<PAGE>
1997, participant pre-tax contributions could not exceed $10,000
and $9,500, 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 lesser 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) 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 (T. Rowe Price) 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 OEG 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 Code.
<PAGE>
OEG 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.
j. Effective January 1, 1998, participants in the Plan may not elect
to, nor continue to, make after-tax contributions to the Plan. Any
after-tax contributions made by a participant on or before December
31, 1997 and credited to his/her after-tax contribution account
shall remain in such after-tax contribution account and will
continue to be adjusted in accordance with the provisions of the
Plan document.
k. Forfeitures - Forfeitures arising under the Plan during the year are
allocated by the Administrative Committee to participants' accounts
in the same manner as contributions (see note 2e)
<PAGE>
3. NET ASSETS AVAILABLE FOR BENEFITS BY FUND
The following is a summary of the allocation by fund of net assets
available for benefits at December 31, 1998 and 1997:
<TABLE>
<CAPTION>
DECEMBER 31, 1998:
U.S.
EQUITY OGDEN STABLE TREASURY INTERNATIONAL
INCOME STOCK VALUE MONEY LOAN MAGELLAN STOCK
FUND FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS $14,079,298 $1,459,861 $7,692,878 $1,928,673 $1,079,058 $8,502,908 $3,279,963
RECEIVABLES-Employer
contributions 701,636 123,750 356,386 128,081 - 544,725 294,302
----------- ---------- ---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS $14,780,934 $1,583,611 $8,049,264 $2,056,754 $1,079,058 $9,047,633 $3,574,265
----------- ---------- ---------- ---------- ---------- ---------- ----------
----------- ---------- ---------- ---------- ---------- ---------- ----------
<CAPTION>
SPECTRUM BLUE CHIP EQUITY SMALL-CAP
BALANCED INCOME GROWTH INDEX 500 VALUE
FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS $910,923 $133,839 $1,895,133 $1,476,371 $175,288 $42,614,193
RECEIVABLES-Employer
contributions 62,545 11,644 150,760 126,890 32,244 2,532,963
-------- -------- ---------- ---------- -------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS $973,468 $145,483 $2,045,893 $1,603,261 $207,532 $45,147,156
-------- -------- ---------- ---------- -------- -----------
-------- -------- ---------- ---------- -------- -----------
<CAPTION>
DECEMBER 31, 1997:
MERRILL
EQUITY OGDEN STABLE LYNCH INTERNATIONAL
INCOME STOCK VALUE TREASURY LOAN MAGELLAN STOCK
FUND FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS $15,798,587 $1,334,040 $6,490,518 $1,497,606 $1,131,752 $4,934,929 $2,827,108
RECEIVABLES-Employer
contributions 862,853 85,752 305,604 99,461 - 434,881 325,074
TRANSFERS-Receivables
(payables) from (to)
other funds 1,527 (1,527) - - - - -
----------- ---------- ---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE FOR
BENEFITS $16,662,967 $1,418,265 $6,796,122 $1,597,067 $1,131,752 $5,369,810 $3,152,182
----------- ---------- ---------- ---------- ---------- ---------- ----------
----------- ---------- ---------- ---------- ---------- ---------- ----------
<CAPTION>
BALANCED
FUND TOTAL
<S> <C> <C>
INVESTMENTS $757,497 $34,772,037
RECEIVABLES-Employer
contributions 58,441 2,172,066
TRANSFERS-Receivables
(payables) from (to)
other funds - -
-------- -----------
NET ASSETS AVAILABLE FOR
BENEFITS $815,938 $36,944,103
-------- -----------
-------- -----------
</TABLE>
<PAGE>
4. CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
The changes in net assets available for benefits, by fund, for the year
ended December 31, 1998 were as follows:
<TABLE>
<CAPTION>
MERRILL U.S.
EQUITY OGDEN STABLE LYNCH TREASURY INTERNATIONAL
INCOME STOCK VALUE TREASURY MONEY LOAN MAGELLAN STOCK
FUND FUND FUND FUND FUND FUND FUND FUND
------ ----- ------ -------- -------- ---- -------- -------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
EARNINGS (LOSSES) ON
INVESTMENTS:
Interest and dividends $ 1,133,664 $ 66,782 $ 398,928 $ 34,353 $ 55,384 $ 98,238 $ 367,790 $ 119,792
Net appreciation
(depreciation) in fair
value of investments 228,350 (185,710) -- -- -- -- 1,527,848 319,334
Investment management fees (8,750) (2,387) (3,826) (809) (575) -- (10,730) (1,808)
----------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Net investment
earnings 1,353,264 (121,315) 395,102 33,544 54,809 98,238 1,884,908 437,318
----------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
CONTRIBUTIONS:
Employer 701,636 123,750 356,386 -- 128,081 -- 544,724 294,303
Employee 602,275 140,507 211,560 35,168 34,788 -- 495,790 249,576
----------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
Total contributions 1,303,911 264,257 567,946 35,168 162,869 -- 1,040,514 543,879
----------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
DISTRIBUTIONS TO
PARTICIPANTS (555,767) (33,218) (107,992) (858) (4,073) (20,380) (68,002) (15,290)
----------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
TRANSFERS (TO) FROM
OTHER FUNDS (3,971,787) 60,284 394,995 (1,664,921) 1,884,508 (130,552) 827,672 (542,472)
----------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
FORFEITURES (11,654) (4,662) 3,093 -- (1,359) -- (7,269) (1,353)
----------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
NET INCREASE (DECREASE)
IN NET ASSETS AVAILABLE
FOR BENEFITS (1,882,033) 165,346 1,253,144 (1,597,067) 2,056,754 (52,694) 3,677,823 422,082
NET ASSETS AVAILABLE
FOR BENEFITS, BEGINNING
OF YEAR 16,662,967 1,418,265 6,796,120 1,597,067 -- 1,131,752 5,369,810 3,152,183
----------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
NET ASSETS AVAILABLE
FOR BENEFITS, END OF
YEAR $14,780,934 $1,583,611 $8,049,264 $ -- $2,056,754 $1,079,058 $9,047,633 $3,574,265
----------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
----------- ---------- ---------- ---------- ---------- ---------- ---------- ----------
</TABLE>
<TABLE>
<CAPTION>
SPECTRUM BLUE CHIP EQUITY SMALL-CAP
BALANCED INCOME GROWTH INDEX 500 VALUE
FUND FUND FUND FUND FUND TOTAL
-------- -------- -------- -------- -------- -----------
<S> <C> <C> <C> <C> <C> <C>
EARNINGS (LOSSES) ON
INVESTMENTS:
Interest and dividends $ 30,488 $ 8,719 $ 27,556 $ 10,451 $ 12,363 $ 2,364,508
Net appreciation
(depreciation) in fair
value of investments 102,689 (1,080) 122,047 139,059 (34,141) 2,218,396
Investment management fees (515) (63) (361) (395) (49) (30,268)
-------- -------- --------- --------- -------- -----------
Net investment
earnings 132,662 7,576 149,242 149,115 (21,827) 4,552,636
-------- -------- --------- --------- -------- -----------
CONTRIBUTIONS:
Employer 62,545 11,644 150,760 126,890 32,244 2,532,963
Employee 81,534 4,179 70,372 25,307 6,721 1,957,777
-------- -------- --------- --------- -------- -----------
Total contributions 144,079 15,823 221,132 152,197 38,965 4,490,740
-------- -------- --------- --------- -------- -----------
DISTRIBUTIONS TO
PARTICIPANTS (11,487) (52) -- -- -- (817,119)
-------- -------- --------- --------- -------- -----------
TRANSFERS (TO) FROM
OTHER FUNDS (107,725) 122,136 1,675,519 1,301,949 190,394 --
-------- -------- --------- --------- -------- -----------
FORFEITURES -- -- -- -- -- (23,204)
-------- -------- --------- --------- -------- -----------
NET INCREASE (DECREASE)
IN NET ASSETS AVAILABLE
FOR BENEFITS 157,529 145,483 2,045,893 1,603,261 207,532 8,203,053
NET ASSETS AVAILABLE
FOR BENEFITS, BEGINNING
OF YEAR 815,939 -- -- -- -- 36,944,103
-------- -------- --------- --------- -------- -----------
NET ASSETS AVAILABLE
FOR BENEFITS, END OF
YEAR $973,468 $145,483 $2,045,893 $1,603,261 $ 207,532 $45,147,156
-------- -------- --------- --------- -------- -----------
-------- -------- --------- --------- -------- -----------
</TABLE>
<PAGE>
CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY FUND
These changes in net assets available for benefits, by fund, for the year
ended December 31, 1997 were as follows:
<TABLE>
<CAPTION>
EQUITY OGDEN STABLE
INCOME STOCK VALUE TREASURY LOAN
FUND FUND FUND FUND FUND
----------- ---------- ----------- ---------- ----------
<S> <C> <C> <C> <C> <C>
EARNINGS (LOSSES) ON INVESTMENTS:
Interests and dividends $ 1,580,482 $ 44,701 $ 402,787 $ 63,144 $ 95,550
Net appreciation (depreciation)
in fair value of investments 2,026,696 420,410 -- -- --
Investment management fees (51,377) (3,289) (15,742) (4,083) --
----------- ---------- ----------- ---------- ----------
Net investment earnings 3,555,801 461,822 387,045 59,061 95,550
----------- ---------- ----------- ---------- ----------
CONTRIBUTIONS:
Employer 862,853 85,752 305,604 99,461 --
Employee 579,858 38,110 282,460 50,944 --
----------- ---------- ----------- ---------- ----------
Total contributions 1,442,711 123,862 588,064 150,405 --
----------- ---------- ----------- ---------- ----------
DISTRIBUTIONS TO PARTICIPANTS (981,783) (125,281) (1,191,860) (21,230) --
----------- ---------- ----------- ---------- ----------
TRANSFERS FROM OTHER PLANS 600 -- -- -- 15,777
----------- ---------- ----------- ---------- ----------
TRANSFERS (TO) FROM OTHER FUNDS (84,506) 30,213 (268,469) 210,132 (219,051)
----------- ---------- ----------- ---------- ----------
FORFEITURES -- -- -- -- --
----------- ---------- ----------- ---------- ----------
NET INCREASE (DECREASE) IN NET
ASSETS AVAILABLE FOR BENEFITS 3,932,823 490,616 (485,220) 398,368 (107,724)
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 12,730,144 927,649 7,281,342 1,198,699 1,239,476
----------- ---------- ----------- ---------- ----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $16,662,967 $1,418,265 $ 6,796,122 $1,597,067 $1,131,752
----------- ---------- ----------- ---------- ----------
----------- ---------- ----------- ---------- ----------
<CAPTION>
INTERNATIONAL
MAGELLAN STOCK BALANCED
FUND FUND FUND TOTAL
---------- ------------- -------- -----------
<S> <C> <C> <C> <C>
EARNINGS (LOSSES) ON INVESTMENTS:
Interests and dividends $ 313,190 $ 150,070 $18,342 $ 2,668,266
Net appreciation (depreciation)
in fair value of investments 682,384 (69,207) 39,192 3,099,475
Investment management fees (14,252) (7,611) (498) (96,852)
---------- ----------- ------- -----------
Net investment earnings 981,322 73,252 57,036 5,670,889
---------- ----------- ------- -----------
CONTRIBUTIONS:
Employer 434,881 325,074 58,441 2,172,066
Employee 321,121 248,984 18,896 1,540,373
---------- ----------- ------- -----------
Total contributions 756,002 574,058 77,337 3,712,439
---------- ----------- ------- -----------
DISTRIBUTIONS TO PARTICIPANTS (469,240) (267,705) -- (3,057,099)
---------- ----------- ------- -----------
TRANSFERS FROM OTHER PLANS -- -- -- 16,377
---------- ----------- ------- -----------
TRANSFERS (TO) FROM OTHER FUNDS 247,191 (597,075) 681,565 --
---------- ----------- ------- -----------
FORFEITURES -- -- -- --
---------- ----------- ------- -----------
NET INCREASE (DECREASE) IN NET
ASSETS AVAILABLE FOR BENEFITS 1,515,275 (217,470) 815,938 6,342,606
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 3,854,535 3,369,652 -- 30,601,497
---------- ----------- ------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $5,369,810 $3,152,182 $815,938 $36,944,103
---------- ----------- ------- -----------
---------- ----------- ------- -----------
</TABLE>
* * * * * *
<PAGE>
OGDEN PROJECTS PROFIT SHARING PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1998
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DESCRIPTION OF NUMBER CURRENT
IDENTITY OF ISSUE INVESTMENT OF SHARES COST VALUE
<S> <C> <C> <C> <C>
MUTUAL FUNDS:
T. Rowe Price Equity Income Fund Mutual Fund 534,928 $12,680,818 $14,079,298
T. Rowe Price Stable Value Fund GIC 7,692,878 7,692,878 7,692,878
T. Rowe Price US Treasury Money Fund Mutual Fund 1,928,673 1,928,673 1,928,673
Fidelity Magellan Fund Mutual Fund 70,377 6,478,744 8,502,908
T. Rowe Price International Stock Fund Mutual Fund 218,810 3,077,642 3,279,963
T. Rowe Price Balanced Fund Mutual Fund 49,000 798,637 910,923
T. Rowe Price Spectrum Income Fund Mutual Fund 11,638 135,563 133,839
T. Rowe Price Blue Chip Growth Fund Mutual Fund 61,932 1,738,432 1,895,133
T. Rowe Price Equity Index 500 Fund Mutual Fund 44,229 1,339,498 1,476,371
T. Rowe Price Small Cap Value Fund Mutual Fund 9,240 209,421 175,288
----------- -----------
36,080,306 40,075,274
COMMON STOCKS:
*Ogden Corporation Common Stock 58,248 1,400,090 1,459,861
PARTICIPANT LOANS:
Participant Loans Loans N/A 1,079,058 1,079,058
----------- -----------
TOTAL ASSETS HELD FOR
INVESTMENT PURPOSES $38,559,454 $42,614,193
----------- -----------
----------- -----------
</TABLE>
*Party-in-interest
12
<PAGE>
OGDEN PROJECTS PROFIT SHARING PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1998
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
DESCRIPTION OF PURCHASE SELLING COST OF NET GAIN
IDENTITY OF ISSUE ASSETS PRICE PRICE ASSET (LOSS)
<S> <C> <C> <C> <C>
SERIES OF TRANSACTIONS
INVOLVING SECURITIES OF
THE SAME ISSUE:
Merrill Lynch Treasury Fund Mutual Fund $ - $ 2,003,616 $ 2,003,616 $ -
Fidelity Magellan Fund Mutual Fund 2,652,292 - - -
T. Rowe Price Stable Value Fund GIC 2,425,532 - - -
T. Rowe Price US Treasury Money Fund Mutual Fund 2,818,410 - - -
T. Rowe Price Equity Income Fund Mutual Fund 3,069,676 - - -
T. Rowe Price Equity Income Fund Mutual Fund - 5,016,471 4,430,437 586,034
T. Rowe Price Blue Chip Growth Fund Mutual Fund 2,217,489 - - -
</TABLE>
13
