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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 401(k) Plan
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
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the trustees (or other persons who administer the Ogden 401(k) Plan) have duly
caused this annual report to be signed by the undersigned thereunto duly
authorized.
OGDEN 401(k) PLAN
ADMINISTRATIVE COMMITTEE
By: /s/ WILLIAM J. METZGER
----------------------------------
William J. Metzger
Member of the Ogden 401(k) Plan
Administrative Committee
Date: June 28, 2000
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THE OGDEN 401(k) PLAN
FINANCIAL STATEMENTS FOR THE YEARS ENDED
DECEMBER 31, 1999 AND 1998, AND
INDEPENDENT AUDITORS' REPORT
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THE OGDEN 401(k) PLAN
TABLE OF CONTENTS
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<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 4-9
SUPPLEMENTAL SCHEDULES FOR THE
YEAR ENDED DECEMBER 31, 1999:
Item 27(a) - Schedule of Assets Held for Investment Purposes 10
Item 27(d) - Schedule of Reportable Transactions 11
</TABLE>
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INDEPENDENT AUDITORS' REPORT
The Ogden 401(k) Plan
We have audited the accompanying statements of net assets available for benefits
of The Ogden 401(k) 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 at 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 23, 2000
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THE OGDEN 401(k) PLAN
STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999 AND 1998
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<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
ASSETS:
Investments (See Note 3) $107,387,258 $149,686,586
Receivables:
Employer contributions 266,289 238,592
Participant contributions 135,871 548,059
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Total receivables 402,160 786,651
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS $107,789,418 $150,473,237
============ ============
</TABLE>
See accompanying notes to financial statements.
2
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THE OGDEN 401(k) PLAN
STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEARS ENDED DECEMBER 31, 1999 AND 1998
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<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
ADDITIONS:
Additions to net assets attributed to:
Investment income:
Net appreciation in fair value of investments (See Note 3) $ 13,152,664 $ 9,005,029
Interest and dividends 2,504,354 7,811,586
------------ ------------
15,657,018 16,816,615
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Contributions:
Participant 3,594,069 7,099,207
Employer 1,840,161 2,997,193
Rollover 89,096 470,941
------------ ------------
5,523,326 10,567,341
------------ ------------
Total additions 21,180,344 27,383,956
------------ ------------
DEDUCTIONS:
Deductions from net assets attributed to:
Benefits paid to participants (24,200,159) (16,150,725)
Administrative expenses (78,035) (104,690)
Net transfer (to) from other plans (39,585,969) (11,568,961)
------------ ------------
Total deductions (63,864,163) (27,824,376)
------------ ------------
NET DECREASE IN NET ASSETS
AVAILABLE FOR BENEFITS (42,683,819) (440,420)
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS,
BEGINNING OF YEAR 150,473,237 150,913,657
------------ ------------
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $107,789,418 $150,473,237
============ ============
</TABLE>
See accompanying notes to financial statements.
3
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THE OGDEN 401(K) PLAN
NOTES TO FINANCIAL STATEMENTS
YEARS ENDED DECEMBER 31, 1999 AND 1998
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1. DESCRIPTION OF THE PLAN
The following is a brief description of The Ogden 401(k) Plan ("the
Plan"). Participants should refer to the Plan document for more complete
information.
a. GENERAL INFORMATION - Effective June 3, 1996, the Company changed
the Plan name from the Ogden Profit Sharing Plan to The Ogden 401(k)
Plan. The Plan is an employee savings plan providing for both
employer and employee contributions. The Plan was established as the
Ogden Food Service Corporation Savings 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.
Effective January 1, 1999, the Plan was amended as a result of
several administrative and plan design changes. The sponsor of the
Plan, Ogden Services Corporation (the "Company"), determined that it
would be in the best interest of Ogden Resource Recovery Support
Services, Inc. and ADT Global Services, Inc. (collectively, "Prior
Participating Companies"), and their employees, to establish
separate defined contribution plans. Effective January 1, 1999, the
Plan assets of the Prior Participating Companies were transferred
from the Plan to the Resource Recovery 401(k) Plan and ADT Global
Services 401(k) Plan, respectively.
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
4
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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 and part-time employees of participating
companies who are not covered under a collective bargaining
agreement with a recognized union and have attained age 21 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 1999 and 1998, participant pre-tax contributions
could not exceed $10,000. The Company matches 100 percent up to the
first 3 percent of a participant's annual compensation which is
invested based on participant investment elections. On January 1,
1999, the Company implemented an additional company match of 50
percent up to the next 2 percent of a participant's annual
compensation in Ogden Stock for participants who are eligible and
who elect to contribute. Plan participants can reallocate the
Company's Ogden Stock contributions to different investment
elections at age 55 or older.
A participant's elective contributions and Company contributions are
invested, at the direction 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 1
percent.
If a participant does not make such an election, he or she is deemed
to have elected investment in the Government Securities Fund.
e. LOANS TO PARTICIPANTS - Loans are made to participants at a minimum
of $500 and up to the lesser of 50 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). Participants are prohibited from borrowing funds
accumulated in the Stock Fund. The maximum number of loans
outstanding at one time for an employee is two. The interest rate
charged is The Wall Street Journal's prime rate plus 1 percent.
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 percent 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. FORM OF BENEFITS - Benefits are paid in one lump sum.
5
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2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accounting and reporting policies followed in the preparation of the
financial statements of 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 - Effective June 3, 1996, the Plan retained the
American Express Trust Company to serve as the Trustee (the
"Trustee") of the Plan's assets. Prior to this date, the Plan's
assets were held in a master trust by the Bank of New York Trust
Company (the "Predecessor Trustee") as trustee for the benefit of
various Ogden Corporation subsidiary plans. During 1999 and 1998,
the Plan included the following funds in which participants could
elect to invest their Plan assets:
- OGDEN STOCK FUND ("Stock Fund") - Investments in common stock
of Ogden Corporation, but does maintain a small cash balance
invested in a money market fund for liquidity purposes.
- FIDUCIARY CAPITAL MANAGEMENT FIXED INCOME FUND ("FIXED INCOME
FUND") - Investment contracts with insurance companies and
banks which provide for a guaranteed return on principal
invested over a specified time period.
- AMERICAN EXPRESS EQUITY INDEX FUND II ("AMEX EQUITY FUND") -
Investments in a collective trust consisting of a diversified
portfolio of equity securities.
- AXP MUTUAL FUND BALANCED PORTFOLIO ("AXP MUTUAL FUND") -
Investments in a mutual fund consisting primarily of common
stock, preferred stock and debt securities.
- TEMPLETON FOREIGN FUND ("TEMPLETON FUND") - Investments in a
mutual fund consisting primarily of established, non-U.S.
companies.
- AXP GROWTH FUND ("AXP GROWTH FUND") - Investments in a mutual
fund seeking to provide long-term growth of capital primarily
in growth, improving, and technology companies.
- AXP NEW DIMENSIONS FUND ("AXP DIMENSIONS FUND") - Investments
in a mutual fund which invests primarily in common stocks of
U.S. and foreign companies in which economic and technical
changes may take place.
- AET U.S. GOVERNMENT SECURITIES FUND II ("GOVERNMENT SECURITIES
FUND") - Investments in a collective money market fund,
managed to provide maximum current income consistent with
conserving capital and maintaining high liquidity.
b. INVESTMENT VALUATION - Investments in securities listed on national
securities exchanges are valued at the closing composite prices
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 investment contracts included in the Fixed
Income Fund are stated at cost plus accrued income.
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c. INVESTMENT TRANSACTIONS AND INVESTMENT INCOME - Investment
transactions are accounted for on the date purchases or sales are
executed. 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.
d. USE OF ESTIMATES - The preparation of the financial statements in
conformity with generally accepted accounting principles requires
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 revenues and
expenses during the reporting period. Actual results could differ
from those estimates.
e. ADOPTION OF NEW ACCOUNTING PRONOUNCEMENT - On September 15, 1999,
the Accounting Standards Executive Committee issued Statement of
Position 99-3, "Accounting for Defined Contribution Benefit Plan
Investments and Other Disclosure Matters" ("SOP 99-3"), which
eliminates the previous requirement for a defined contribution plan
to present investments by general type for participant-directed
investments in the statement of net asset available for benefits,
total number of units and the net assets value per unit during the
period. SOP 99-3 is effective for plan years beginning after
December 15, 1999, however early adoption is encouraged. The plan
elected early adoption of SOP 99-3 for the year ended December 31,
1999.
3. INVESTMENTS
The following is a summary of the Plan's investments held by the
Trustee at December 31, 1999 and 1998 that represent 5 percent or more
of the Plan's net assets:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Investments at fair value as determined by quoted
market price:
Stock Fund $ 3,606,664* $ 10,337,537*
AXP Growth Fund 24,159,996 27,022,252
AMEX Equity Fund 23,542,401 35,826,602
AXP Balanced Fund 6,907,765 11,622,492
Templeton Fund 5,365,653 5,832,048
AXP Dimensions Fund 4,416,582 3,593,910
Government Securities Fund 9,114,640 12,434,543
Investments at contract value as determined by
the Trustee - Fixed Income Fund 27,947,227 37,257,615
Investments at estimated fair value as determined by
the Trustee - Loan Fund 2,326,330 5,759,587
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Total Plan investments held by the Trustee $107,387,258 $149,686,586
============== =============
</TABLE>
*Nonparticipant-directed
Loans to participants at December 31, 1999 and 1998, which comprise
the Loan Fund, are reported at cost which approximates fair value.
7
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The Fixed Income 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 7.74% to 4.82% and 8.16% to 4.82%,
respectively. The average yields of the Fixed Income Fund for the years
ended December 31, 1999 and 1998 were 6.91% and 7.17%, respectively. All
investment contracts in the Fixed Income Fund are fully benefit-responsive
and are recorded at contract value which equals principal plus accrued
interest. If the investment contracts were reported at fair value, the
investment contracts in the Fixed Income Fund would have approximated
$7,346,721 at December 31, 1999.
4. NON-PARTICIPANT DIRECTED INVESTMENTS
Information about the net assets and significant components of the changes
in net assets relating to the nonparticipant-directed investments for the
years ended December 31, 1999 and 1998 is as follows:
<TABLE>
<CAPTION>
1999 1998
<S> <C> <C>
Net assets:
Stock fund $ 3,606,664 $ 10,337,537
============= ===============
Change in net assets:
Contributions $ 662,007 $ 696,538
Interest and dividends 300,875 565,113
Net realized and unrealized (depreciation) of assets (3,311,400) (1,385,827)
Distributions to participants (683,184) (1,530,987)
Expenses (5,746) (8,969)
Transfers (3,693,425) (232,611)
------------- ---------------
$(6,730,873) $ (1,896,743)
============= ===============
</TABLE>
5. PLAN TERMINATION
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.
In September 1999, Ogden Corporation, the parent of the Company adopted a
plan to dispose of its Aviation and Entertainment businesses.
6. TAX STATUS
The Internal Revenue Service has determined and informed the Company by
letter dated June 14, 1995 that the Plan and related trust are designed in
accordance with the applicable sections of the Internal Revenue Code (the
"Code"). The Plan Administrator believes that the plan is currently 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.
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7. SALES OF PARTICIPATING COMPANIES
During June of 1998, the Plan sponsor, Ogden Services Corporation, sold
the in-flight catering business. Some of the participants in the Plan were
employees of such business and became employees of the purchaser. During
September of 1999, the participant accounts of affected employees were
transferred to another plan sponsored by the purchaser.
******
9
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THE OGDEN 401(k) PLAN
FORM 5500 ITEM 27(a)
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
<TABLE>
<CAPTION>
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MARKET
DESCRIPTION OF INVESTMENTS VALUE
General Investments:
<S> <C>
FCM Fixed Income Fund $ 27,947,227
Ogden Company Stock Fund 3,606,664
AET US Government SEC II 9,114,640
AET Equity Index II 23,542,401
Participant promissory notes 2,326,330
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Total General Investments 66,537,262
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Regulated Investment Companies:
AXP Growth Fund 24,159,996
AXP Mutual Fund 6,907,765
AXP New Dimensions Fund 4,416,582
Templeton Foreign Fund 5,365,653
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Total Regulated Investment Companies 40,849,996
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GRAND TOTAL $107,387,258
==============
</TABLE>
10
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THE OGDEN 401(K) PLAN
FORM 5500 ITEM 27(d)
SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1999
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