-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VvzRyEkANwu5fXwWgBePeay/KeNwAawuIW+jg4wzy76E/hIcms+VG5ZWiO8wz9hV zcm8ZSfVjXjaQBvKA/6nkg== 0001047469-98-020144.txt : 19980515 0001047469-98-020144.hdr.sgml : 19980515 ACCESSION NUMBER: 0001047469-98-020144 CONFORMED SUBMISSION TYPE: DEFA14A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980514 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: OGDEN CORP CENTRAL INDEX KEY: 0000073902 STANDARD INDUSTRIAL CLASSIFICATION: AIRPORTS, FLYING FIELDS & AIRPORT TERMINAL SERVICES [4581] IRS NUMBER: 135549268 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEFA14A SEC ACT: SEC FILE NUMBER: 001-03122 FILM NUMBER: 98620251 BUSINESS ADDRESS: STREET 1: TWO PENNSYLVANIA PLZ - 25TH FLR CITY: NEW YORK STATE: NY ZIP: 10121 BUSINESS PHONE: 2128686100 MAIL ADDRESS: STREET 1: TWO PENNSYLVANIA PLZ - 25TH FLR CITY: NEW YORK STATE: NY ZIP: 10121 DEFA14A 1 PRESS RELEASE SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant /X/ Filed by a party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) / / Definitive Proxy Statement /X/ Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 OGDEN CORPORATION - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ (5) Total fee paid: ------------------------------------------------------------------------ / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------------ THIS ADDITIONAL DEFINITIVE PROXY MATERIAL IS BEING REFILED DUE TO THE FAILURE TO INCLUDE THE FOREGOING SCHEDULE 14A INFORMATION COVER PAGE IN THE ORIGINAL FILING OF THIS MATERIAL ON MAY 13, 1998. OGDEN Quintin G. Marshall Two Pennsylvania Plaza, New York, NY 10121 quintin_marshall@ogden.com Phone: (212) 868-5421 Fax: (212) 868-3558 www.ogdencorp.com FOR IMMEDIATE RELEASE Ogden Calls ISS Recommendation "Bizarre" NEW YORK, N.Y., MAY 13, 1998--Ogden Corporation announced today that it had reviewed the voting recommendation of institutional Shareholder Services, Inc. (ISS), regarding the proxy contest for directors being waged against Ogden by Providence Capital, Inc., and believes ISS' conclusions are contradictory and bizarre. In commenting on the ISS report, R. Richard Ablon, Chairman and Chief Executive Officer of Ogden Corporation stated, "We are at a loss to understand ISS' logic. They credit the Ogden Board's refocusing program for the "tremendous" returns on Ogden stock, and they reject Providence's entire platform, except for one element - the election of the Providence dissident candidates." To quote ISS' own words, "In our opinion, management has a clear strategy for improving returns and seems to have the company headed in the right direction. Therefore, we do not believe many of the changes suggested by Providence are warranted." Mr. Ablon continued, "On the one hand, ISS credits Ogden Management for the Company's recent performance and future direction. On the other hand, it endorses a change in the same management, since a vote for Providence is essentially a vote to remove Ogden's Chairman and Chief Executive Officer. It just doesn't add up." Mr. Ablon concluded, "We encourage ISS' clients to study the report carefully, but to draw their own conclusions rather than blindly follow ISS' recommendation. We think ISS' findings clearly endorse the actions of Ogden's Board and Management." Ogden Corporation (NYSE: OG) is a global corporation focused on three business areas - Entertainment, Aviation and Energy. The Entertainment group has interests in themed and location-based attractions; food and beverage concessions; venue management; large format films and theatres; music, live theatre and video production. The Aviation group provides ground and cargo handling; passenger services; fueling; and airport infrastructure development and management. The Energy group develops, owns and operates independent power facilities and provides related infrastructure services. Additional information on the company can be obtained via the Internet, at www.ogdencorp.com, or toll-free (888) 643-3612. ### -----END PRIVACY-ENHANCED MESSAGE-----