<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, 1999.
/ / 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 28, 2000
<PAGE>
OGDEN PROJECTS PROFIT SHARING PLAN
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998,
SUPPLEMENTAL SCHEDULES FOR THE YEAR ENDED
DECEMBER 31,1999, AND
INDEPENDENT AUDITORS' REPORT
<PAGE>
OGDEN PROJECTS PROFIT SHARING PLAN
TABLE OF CONTENTS
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PAGE
<S> <C>
INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998:
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, 1999:
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, 1999
and 1998, 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 auditing standards generally accepted
in the United States of America. 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,
1999 and 1998, and the changes in net assets available for benefits for the
years then ended in conformity with accounting principles generally accepted in
the United States of America.
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 1999 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.
Deloitte & Touche LLP
New York, New York
June 15, 2000
<PAGE>
OGDEN PROJECTS PROFIT SHARING PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
----------------------------------------------------------------------------
ASSETS 1999 1998
<S> <C> <C>
INVESTMENTS $49,918,705 $42,614,193
RECEIVABLES - Employer contributions - 2,532,963
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS $49,918,705 $45,147,156
----------- -----------
</TABLE>
See notes to financial statements.
2
<PAGE>
OGDEN PROJECTS PROFIT SHARING PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1999 AND 1998
<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------
1999 1998
<S> <C> <C>
EARNINGS ON INVESTMENTS:
Interest and dividends $ 3,298,358 $ 2,364,508
Net appreciation in the fair value of investments 1,545,438 2,218,396
Investment management fees (22,960) (30,268)
----------- -----------
Net investment earnings 4,820,836 4,552,636
----------- -----------
CONTRIBUTIONS:
Employer 8,106 2,509,759
Employee 1,915,439 1,957,777
----------- -----------
Total contributions 1,923,545 4,467,536
----------- ---------
DISTRIBUTIONS TO PARTICIPANTS (1,976,842) (817,119)
----------- -----------
NET TRANSFER FROM OTHER PLANS 4,010 -
----------- -----------
NET INCREASE IN NET ASSETS AVAILABLE
FOR BENEFITS 4,771,549 8,203,053
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 45,147,156 36,944,103
----------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $49,918,705 $45,147,156
=========== ===========
</TABLE>
See notes to financial statements.
3
<PAGE>
OGDEN PROJECTS PROFIT SHARING PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
--------------------------------------------------------------------------------
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 accounting principles generally accepted in the
United States of America. The following is a description of the more
significant of these policies:
a. INVESTMENT FUNDS - During 1999 and 1998, the Plan included the
following funds in which participants could elect to invest their Plan
assets. Funds denoted by an asterisk (*) are new investment options
offered during 1999.
- T. ROWE PRICE EQUITY INCOME FUND - This fund invests in stocks
that pay above-average dividends.
- 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.
- 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.
- T. ROWE PRICE INTERNATIONAL STOCK FUND - This fund invests in
established non-U.S. companies.
- T. ROWE PRICE BALANCED FUND - This fund invests approximately 60%
in stocks and 40% in bonds.
- 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 BLUE CHIP GROWTH FUND - This fund invests in large
and medium-sized blue chip growth companies.
- 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 SMALL-CAP VALUE FUND - This fund invests in small
companies that appear to be undervalued.
4
<PAGE>
- *T. ROWE PRICE NEW HORIZONS - This aggressive fund seeks high
long-term growth. It invests in small-company stocks and takes a
growth approach to investing. This fund is subject to the abrupt
and unpredictable market movements associated with small-company
stocks.
- OGDEN STOCK FUND - This fund invests in Ogden Corporation common
stock, traded on the New York Stock Exchange.
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, 1999 and
1998 for the various investment contracts ranged from 5.88% to 8.41%
and 5.57% to 8.41%, respectively. The average yields of the Stable
Value Fund for the years ended December 31, 1999 and 1998 were 6.35%
and 6.59%, 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 certain 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.
5
<PAGE>
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 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 an after-tax savings feature which was intended to qualify
under Section 401(a) of the Code. The after-tax feature of the Plan
was discontinued effective December 31, 1997 (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.
The Ogden Energy Group Investment Committee is responsible for the
appointment of 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 they were
employed by 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 they had at least 1,000 hours of service or (b)
a Plan year during which they had 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
6
<PAGE>
may be made only out of its current or accumulated earnings and
profits. For 1999, the employer did not make a discretionary
contribution. On June 15, 2000, the Compensation Committee of the
Board approved a discretionary contribution for 1999 that is expected
to be paid to the plan in July 2000. 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 1999 and 1998,
participant pre-tax contributions could not exceed $10,000 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 their 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
retirement date or by reason of death or disability, an amount
equal to the value of the participant's account as of the
valuation date next following the date of 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 termination of service,
of the vested interest, if any, in the account. Such payment is
made to the participant as soon as practicable after 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
7
<PAGE>
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.
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).
8
<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, 1999 and 1998:
<TABLE>
<CAPTION>
DECEMBER 31, 1999: U.S.
EQUITY OGDEN STABLE TREASURY INTERNATIONAL
INCOME STOCK VALUE MONEY LOAN MAGELLAN STOCK BALANCED
FUND FUND FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C> <C>
INVESTMENTS $ 12,584,933 $ 2,214,231 $ 7,948,309 $ 1,823,155 $ 1,131,647 $ 12,573,033 $ 4,039,440 $ 965,969
RECEIVABLES -
Employer
contributions - - - - - - - -
------------ ----------- ----------- ----------- ----------- ------------ ----------- ---------
NET ASSETS
AVAILABLE
FOR BENEFITS $ 12,584,934 $ 2,214,231 $ 7,948,309 $ 1,823,154 $ 1,131,647 $ 12,573,033 $ 4,039,440 $ 965,969
============ =========== ============ ============ ============ ============= ============ ==========
</TABLE>
<TABLE>
SPECTRUM BLUE CHIP EQUITY SMALL-CAP NEW
INCOME GROWTH INDEX 500 VALUE HORIZONS
FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C>
INVESTMENTS $ 157,909 $ 3,046,888 $ 2,979,342 $ 248,840 $ 205,009 $ 49,918,705
RECEIVABLES -
Employer
contributions - - - - - -
------------ ----------- ----------- ----------- ----------- ------------
NET ASSETS
AVAILABLE
FOR BENEFITS $ 157,909 $ 3,046,888 $ 2,979,342 $ 248,840 $ 205,009 $ 49,918,705
========== ============ ============ ========== ========== =============
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, 1998: U.S.
EQUITY OGDEN STABLE TREASURY INTERNATIONAL
INCOME STOCK VALUE MONEY LOAN MAGELLAN STOCK BALANCED
FUND FUND FUND FUND FUND FUND FUND FUND
<S> <C> <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 $ 910,923
RECEIVABLES -
Employer
contributions 701,636 123,750 356,386 128,081 - 544,725 294,302 62,545
-------- -------- -------- -------- ------------ -------- -------- -------
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 $ 973,468
============ =========== =========== =========== =========== =========== =========== =========
</TABLE>
<TABLE>
SPECTRUM BLUE CHIP EQUITY SMALL-CAP
INCOME GROWTH INDEX 500 VALUE
FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C>
INVESTMENTS $ 133,839 $ 1,895,133 $ 1,476,371 $ 175,288 $ 42,614,193
RECEIVABLES -
Employer
contributions 11,644 150,760 126,890 32,244 2,532,963
------- -------- -------- ------- ---------
NET ASSETS
AVAILABLE
FOR BENEFITS $ 145,483 $ 2,045,893 $ 1,603,261 $ 207,532 $ 45,147,156
========= =========== =========== ========== ============
</TABLE>
9
<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, 1999 were as follows:
<TABLE>
<CAPTION>
EQUITY OGDEN STABLE NEW U.S. TREASURY
INCOME STOCK VALUE HORIZONS MONEY LOAN MAGELLAN
FUND FUND FUND FUND FUND FUND FUND
<S> <C> <C> <C> <C> <C> <C> <C>
EARNINGS (LOSSES) ON INVESTMENTS:
Interest and dividends $ 1,220,348 $ 62,077 $ 442,923 $ 21,177 $ 89,410 $ 91,350 $ 1,011,518
Net appreciation (depreciation)
in fair value of investments (631,469) (946,035) 18,811 - 1,322,570
Investment management fees (4,019) (2,174) (2,242) (15) (597) - (11,102)
----------- -------- --------- -------- -------- -------- -----------
Net investment earnings 584,860 (886,132) 440,681 39,973 88,813 91,350 2,322,986
----------- -------- --------- -------- -------- -------- -----------
CONTRIBUTIONS:
Employer 4,863 - - - - - -
Employee 429,520 95,003 206,232 2,918 63,829 - 529,663
----------- -------- --------- -------- -------- -------- -----------
Total contributions 434,383 95,003 206,232 2,918 63,829 - 529,663
----------- -------- --------- -------- -------- -------- -----------
DISTRIBUTIONS TO PARTICIPANTS (899,258) (9,660) (234,847) - (10,011) (45,025) (426,685)
----------- -------- --------- -------- -------- -------- -----------
TRANSFERS (TO) FROM OTHER FUNDS (2,315,985) 1,431,409 (513,021) 162,118 (376,231) 6,264 1,099,436
----------- --------- --------- -------- -------- -------- -----------
NET INCREASE (DECREASE) IN NET
ASSETS AVAILABLE FOR BENEFITS (2,196,000) 630,620 (100,955) 205,009 (233,600) 52,589 3,525,400
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 14,780,934 1,583,611 8,049,264 - 2,056,754 1,079,058 9,047,633
----------- --------- --------- -------- --------- ---------- -----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $ 12,584,934 $ 2,214,231 $ 7,948,309 $ 205,009 $ 1,823,154 $ 1,131,647 $ 12,573,033
============ =========== =========== ========= =========== =========== ============
</TABLE>
<TABLE>
<CAPTION>
INTERNATIONAL SPECTRUM BLUE CHIP EQUITY SMALL-CAP
STOCK BALANCED INCOME GROWTH INDEX 500 VALUE
FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
EARNINGS (LOSSES) ON INVESTMENTS:
Interest and dividends $ 215,291 $ 38,635 $ 10,830 $ 32,819 $ 42,690 $ 19,290 3,298,358
Net appreciation (depreciation)
in fair value of investments 886,601 56,147 (10,504) 461,486 400,119 (12,288) 1,545,438
Investment management fees (1,040) (283) (40) (737) (636) (75) (22,960)
--------- -------- -------- -------- -------- -------- ---------
Net investment earnings 1,100,852 94,499 286 493,568 442,173 6,927 4,820,836
--------- -------- -------- -------- -------- -------- ---------
CONTRIBUTIONS:
Employer 3,243 - - - - - 8,106
Employee 182,050 69,142 12,024 160,669 128,495 35,894 1,915,439
--------- -------- -------- -------- -------- -------- ---------
Total contributions 185,293 69,142 12,024 160,669 128,495 35,894 1,923,545
--------- -------- -------- -------- -------- -------- ---------
DISTRIBUTIONS TO PARTICIPANTS (188,823) (29,191) (1,021) (96,818) (35,502) (1) (1,976,842)
--------- -------- -------- -------- -------- -------- ---------
TRANSFERS (TO) FROM OTHER FUNDS (632,147) (141,949) 1,137 443,576 840,915 (1,512) 4,010
--------- -------- -------- -------- -------- -------- ---------
NET INCREASE (DECREASE) IN NET
ASSETS AVAILABLE FOR BENEFITS 465,175 (7,499) 12,426 1,000,995 1,376,081 41,308 4,771,549
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 3,574,265 973,468 145,483 2,045,893 1,603,261 207,532 45,147,156
--------- ------- ------- --------- -------- -------- ----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $4,039,440 $ 965,969 $ 157,909 $ 3,046,888 $ 2,979,342 $ 248,840 $ 49,918,705
========== ========= ========= =========== =========== ========= ============
</TABLE>
10
<PAGE>
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>
EQUITY OGDEN STABLE ML U.S. TREASURY
INCOME STOCK VALUE TREASURY MONEY LOAN MAGELLAN
FUND FUND FUND FUND FUND FUND FUND
<S> <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
Net appreciation (depreciation)
in fair value of investments 228,350 (185,710) 1,527,848
Investment management fees (8,750) (2,387) (3,826) (809) (575) (10,730)
----------- --------- --------- -------- --------- ---------- -----------
Net investment earnings 1,353,264 (121,315) 395,102 33,544 54,809 98,238 1,884,908
----------- --------- --------- -------- --------- ---------- -----------
CONTRIBUTIONS:
Employer 689,982 119,088 359,479 126,722 537,455
Employee 602,275 140,507 211,560 35,168 34,788 495,790
----------- --------- --------- -------- --------- ---------- -----------
Total contributions 1,292,257 259,595 571,039 35,168 161,510 1,033,245
----------- --------- --------- -------- --------- ---------- -----------
DISTRIBUTIONS TO PARTICIPANTS (555,767) (33,218) (107,992) (858) (4,073) (20,380) (68,002)
----------- --------- --------- -------- --------- ---------- -----------
TRANSFERS (TO) FROM OTHER FUNDS (3,971,787) 60,284 394,995 (1,664,921) 1,844,508 (130,552) 827,672
----------- --------- --------- -------- --------- ---------- -----------
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
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
----------- --------- --------- -------- --------- ---------- -----------
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
----------- --------- --------- -------- --------- ---------- -----------
</TABLE>
<TABLE>
INTERNATIONAL SPECTRUM BLUE CHIP EQUITY SMALL-CAP
STOCK BALANCED INCOME GROWTH INDEX 500 VALUE
FUND FUND FUND FUND FUND FUND TOTAL
<S> <C> <C> <C> <C> <C> <C> <C>
EARNINGS (LOSSES) ON INVESTMENTS:
Interest and dividends $ 119,792 $ 30,488 $ 8,719 $ 27,556 $ 10,451 $ 12,363 2,364,508
Net appreciation (depreciation)
in fair value of investments 319,334 102,689 (1,080) 122,047 139,059 (34,141) 2,218,396
Investment management fees (1,808) (515) (63) (361) (395) (49) (30,268)
--------- ------- ------- --------- -------- -------- ----------
Net investment earnings 437,318 132,662 7,576 149,242 149,115 (21,827) 4,552,636
--------- ------- ------- --------- -------- -------- ----------
CONTRIBUTIONS:
Employer 292,950 62,545 11,644 150,760 126,890 32,244 2,509,759
Employee 249,576 81,534 4,179 70,372 25,307 6,721 1,957,777
--------- ------- ------- --------- -------- -------- ----------
Total contributions 542,526 144,079 15,823 221,132 152,197 38,965 4,467,536
--------- ------- ------- --------- -------- -------- ----------
DISTRIBUTIONS TO PARTICIPANTS (15,290) (11,487) (52) (817,119)
--------- ------- ------- --------- -------- -------- ----------
TRANSFERS (TO) FROM OTHER FUNDS (542,472) (107,725) 122,136 1,675,519 1,301,949 190,394
--------- ------- ------- --------- -------- -------- ----------
NET INCREASE (DECREASE) IN NET
ASSETS AVAILABLE FOR BENEFITS 422,082 157,529 145,483 2,045,893 1,603,261 207,532 8,203,053
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 3,152,183 815,939 36,944,103
--------- ------- ------- --------- -------- -------- ----------
NET ASSETS AVAILABLE FOR BENEFITS,
END OF YEAR $ 3,574,265 $ 973,468 $ 145,483 $ 2,045,893 $ 1,603,261 $ 207,532 $ 45,147,156
--------- ------- ------- --------- -------- -------- ----------
</TABLE>
11
<PAGE>
OGDEN PROJECTS PROFIT SHARING PLAN
ITEM 27(a) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF NUMBER OF CURRENT
IDENTITY OF ISSUE INVESTMENT SHARES/UNITS COST VALUE
MUTUAL FUNDS:
<S> <C> <C> <C>
T. Rowe Price Equity Income Fund Mutual Fund 507,252 $12,213,736 $12,584,934
T. Rowe Price Stable Value Fund GIC 7,948,309 7,948,309 7,948,309
T. Rowe Price US Treasury Money Fund Mutual Fund 1,823,155 1,823,155 1,823,154
Fidelity Magellan Fund Mutual Fund 92,022 9,549,023 12,573,033
T. Rowe Price International Stock Fund Mutual Fund 212,267 3,063,710 4,039,440
T. Rowe Price Balanced Fund Mutual Fund 49,059 831,846 965,969
T. Rowe Price Spectrum Income Fund Mutual Fund 14,744 168,321 157,909
T. Rowe Price Blue Chip Growth Fund Mutual Fund 83,844 2,510,373 3,046,888
T. Rowe Price Equity Index 500 Fund Mutual Fund 75,312 2,528,679 2,979,342
T. Rowe Price Small Cap Value Fund Mutual Fund 14,123 282,075 248,840
T. Rowe Price New Horizons Fund Mutual Fund 7,447 187,012 205,009
-------- -------
COMMON STOCKS:
*Ogden Corporation Common Stock 185,485 3,141,968 2,214,231
PARTICIPANT LOANS:
Participant Loans Loans N/A 1,131,647 1,131,647
---------- ---------
TOTAL ASSETS HELD FOR
INVESTMENTS $45,379,854 $49,918,705
============ ===========
</TABLE>
*Party-in-interest
12
<PAGE>
OGDEN PROJECTS PROFIT SHARING PLAN
ITEM 27(d) - SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1999
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION PURCHASE SELLING COST OF NET GAIN
IDENTITY OF ISSUE OF ASSETS PRICE PRICE ASSET (LOSS)
SERIES OF TRANSACTIONS
INVOLVING SECURITIES OF
THE SAME ISSUE:
<S> <C> <C> <C> <C>
Fidelity Magellan Fund Mutual Fund $ 4,213,248 $ - $ - $ -
T. Rowe Price Equity Income Fund Mutual Fund 3,342,394 2,479,817 862,577
</TABLE>
13
