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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:
Resource Recovery 401(k) 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
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
trustees (or other persons who administer the Resource Recovery 401(k) Plan)
have duly caused this annual report to be signed by the undersigned thereunto
duly authorized.
Resource Recovery 401(k) Plan
By: /S/ ANDREA R. EHRLICH
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Andrea R. Ehrlich
Member of the Resource Recovery 401(k) Plan
Administrative Committee
Date: June 28, 2000
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RESOURCE RECOVERY 401(K) PLAN
FINANCIAL STATEMENTS FOR THE YEAR
ENDED DECEMBER 31, 1999, AND
INDEPENDENT AUDITORS' REPORT
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RESOURCE RECOVERY 401(k) PLAN
TABLE OF CONTENTS
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INDEPENDENT AUDITORS' REPORT 1
FINANCIAL STATEMENTS FOR THE YEAR ENDED
DECEMBER 31, 1999:
Statement of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4-7
SUPPLEMENTAL SCHEDULES FOR THE
YEAR ENDED DECEMBER 31, 1999:
Item 27a - Schedule of Assets Held for Investment Purposes 8
Item 27d - Schedule of Reportable Transactions 9
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INDEPENDENT AUDITORS' REPORT
Resource Recovery 401(k) Plan
We have audited the accompanying statement of net assets available for benefits
of the Resource Recovery 401(k) Plan (the "Plan") as of December 31, 1999, and
the related statement of changes in net assets available for benefits for the
year 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 audit.
We conducted our audit 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 audit provides 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 the changes in net assets available for benefits for the year then
ended in conformity with accounting principles generally accepted in the United
States of America.
Our audit was 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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RESOURCE RECOVERY 401(k) PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
DECEMBER 31, 1999
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ASSETS:
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Investments (See Note 3) $46,940,538
Receivables:
Employer contributions 138,944
Participant contributions 324,349
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Total receivables 463,293
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NET ASSETS AVAILABLE FOR BENEFITS $47,403,831
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See accompanying notes to financial statements.
2
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RESOURCE RECOVERY 401(k) PLAN
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
YEAR ENDED DECEMBER 31, 1999
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ADDITIONS:
Additions to net assets attributed to:
Investment Income:
Net appreciation in fair value of investments (See Note 3) $ 3,401,755
Interest and Dividends 1,096,089
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Contributions:
Participant 3,602,836
Employer 1,604,636
Rollovers 52,122
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5,259,594
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Net transfer (to) from other plans 39,395,641
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Total additions 49,153,079
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DEDUCTIONS:
Deductions from net assets attributed to:
Benefits paid to participants (1,734,251)
Administrative expenses (14,997)
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Total deductions (1,749,248)
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NET INCREASE IN NET ASSETS AVAILABLE FOR BENEFITS 47,403,831
NET ASSETS AVAILABLE FOR BENEFITS, BEGINNING OF YEAR -
NET ASSETS AVAILABLE FOR BENEFITS, END OF YEAR $47,403,831
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</TABLE>
See accompanying notes to financial statements.
3
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RESOURCE RECOVERY 401(k) PLAN
NOTES TO FINANCIAL STATEMENTS
YEAR ENDED DECEMBER 31, 1999
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1. DESCRIPTION OF THE PLAN
The following is a description of the Resource Recovery 401(k) Plan (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. Prior to adoption of the
Plan on January 1, 1999, Ogden Resource Recovery Support Services,
Inc. was included in the Ogden 401(k) Plan (the "Prior Plan"). It was
determined that it was in the best interest of Ogden Resource Recovery
Support Services, Inc. and its employees to adopt the Plan, such plan
being substantially similar to, and a continuation of the Prior Plan.
Accordingly, effective January 1, 1999 the plan assets pertaining to
Ogden Resource Recovery Support Services, Inc. were transferred to the
Plan. All service credited to an individual as a participant under the
Prior Plan was credited to such individual under the Plan; provided,
that such individual became a Participant of the Plan on or after
January 1, 1999.
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 who are not hourly 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 12 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, 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.
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 participant's total
vested account balance (including outstanding loans, if any,) minus
the current loan balance or $50,000 reduced by the highest outstanding
balance of loans
4
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during the preceding 12 months, even if repaid, 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 loans with
only one of the outstanding loans being a residential loan. The loan
interest rate is based on prime rate plus 1% as established in the
Wall Street Journal on the first business day of each month.
f. VESTING -Employer contributions vest after five years of service.
Participant contributions are always 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 5 years of credited service.
h. FORM OF BENEFITS - A participant can receive payout through one of the
following options: lump sum cash distribution, direct rollover into
another qualified retirement plan or IRA, or transfer in-kind
distribution.
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 - The American Express Trust Company serves as the
Trustee (the "Trustee") of the Plan's assets. During 1999, 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.
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- 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.
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 assets available for benefits, total number of units and the net
asset 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 that represent 5 percent or more or the Plan's net
assets:
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Investments at fair value as determined by quoted market price:
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Stock Fund $ 3,447,877
AXP Growth Fund 11,726,578
AMEX Equity Fund 11,316,493
AXP Balanced Fund 3,226,609
Templeton Fund 2,507,349
AXP Dimensions Fund 1,853,112
Government Securities Fund 2,689,523
Investments at contract value as determined by the Trustee - Fixed Income Fund 6,781,103
Investments at estimated fair value as determined by the Trustee - Loan Fund 3,391,894
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Total Plan investments held by the Trustee $46,940,538
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Loans to participants at December 31, 1999, which comprise the Loan Fund,
are reported at cost which approximates fair value.
6
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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 for the various investment
contracts ranged from 7.74% to 4.82%. The average yields of the Fixed
Income Fund for the year ended December 31, 1999 was 6.91%. 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 $1,784,491 at
December 31, 1999.
4. 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.
5. TAX STATUS
The Company will file an application for the Plan with the Internal Revenue
Service. The application requests that the Internal Revenue Service make
determination on whether the Plan is in conformity with rules and
regulations stated within 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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RESOURCE RECOVERY 401(k) PLAN
FORM 5500 ITEM 27(a)
SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
DECEMBER 31, 1999
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MARKET
DESCRIPTION OF INVESTMENTS VALUE
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General Investments:
FCM Fixed Income Fund $ 6,781,103
Ogden Company Stock Fund 3,447,877
AET US Government SEC II 2,689,523
AET Equity Index II 11,316,493
Participant promissory notes 3,391,894
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Total General Investments 27,626,890
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Regulated Investment Companies:
AXP Growth Fund 11,726,578
AXP Mutual Fund 3,226,609
AXP New Dimensions Fund 1,853,112
Templeton Foreign Fund 2,507,349
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Total Regulated Investment Companies 19,313,648
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GRAND TOTAL $46,940,538
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RESOURCE RECOVERY 401(k) PLAN
FORM 5500 ITEM 27(d)
SCHEDULE OF REPORTABLE TRANSACTIONS
YEAR ENDED DECEMBER 31, 1999
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