As filed with the Securities and Exchange Commission on December 22, 1994
Registration No.
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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O G D E N C O R P O R A T I O N
(Exact Name of issuer as specified in charter)
DELAWARE 13-5549268
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Two Pennsylvania Plaza - 25th Floor
New York, New York 10121
(Address of Principal Executive Offices) (Zip Code)
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OGDEN PROJECTS, INC.
STOCK OPTION PLAN
(Full title of the plan)
J. L. Effinger, Esq.
Associate Counsel and Assistant Secretary
Ogden Corporation
Two Pennsylvania Plaza
New York, New York 10121
(212) 868-6126
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
<PAGE>
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CALCULATION OF REGISTRATION FEE
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Title of Amount to Proposed Proposed Amount of
each class be Maximum Maximum Registration
of registered Offering Aggregate Fee
securities Price per Offering
to be Share/ Price
Registered Unit (*)
_____________________________________________________________________________
Common 290,921 $19.0625 $5,545,681.56 $1,912.30
Stock, par shares
value $.50
per share
Rights to 290,921 $ (**) $ (**) $ (**)
Purchase
Preferred
Stock
(*) Estimated solely for the purpose of calculating the amount of the
registration fee, with respect to shares subject to options granted
prior to the date hereof, pursuant to Rule 457(h) on the basis of the
exercise prices of such options and, with respect to remaining shares,
pursuant to Rule 457(c), on the basis of the average of the high and
low prices reported on the New York Stock Exchange-Composite Tape on
December 20, 1994.
(**) Included in the amounts indicated with respect to the Common Stock.<PAGE>
PART II
Information Required in the Registration Statement
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the "SEC") under the Securities Exchange Act of 1934 (the "1934
Act") are incorporated herein by reference:
(a) The Annual Report on Form 10-K of Ogden Corporation (the
"Registrant") for the year ended December 31, 1993.
(b) All other reports filed by the Registrant pursuant to Section
13 or 15(d) of the Securities Exchange Act of 1934 since
December 31, 1993.
(c) The description of the Registrant's Common Stock and the
Rights to Purchase Preferred Stock contained in a registration
statement filed under Section 12 of the 1934 Act, including
any amendment or report filed for the purpose of updating such
description.
All other reports and documents filed by the Registrant pursuant to
Section 13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have
been sold or which deregister all securities then remaining unsold, shall be
deemed to be incorporated by reference in this registration statement and to
be part thereof from the date of filing of such documents.
Item 4. Description of Securities
Not Applicable
Item 5. Interest of Named Experts and Counsel
Not Applicable
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law (the "Delaware
Law") provides for indemnification of a director or officer against expenses,
judgements, fines and other amounts incurred in connection with actions
against him, if he acted in good faith and in a manner reasonably believed to
be in or not opposed to the best interest of the corporation, or for a
criminal matter, if he had no reasonable cause to believe his conduct was
unlawful. However, in the case of a derivative action, indemnification
extends only to expenses (including attorneys' fees) incurred in connection
with defense or settlement of such an action and then only if and to the
extent that the appropriate court determines that such person is fairly and
reasonably entitled to such indemnification. Section 145 (f) of the Delaware
Law permits advancement of expenses to a director or officer in such actions.
In addition, Section 102(b) of the Delaware Law permits a corporation to
include in its certificate of incorporation a provision eliminating or
limiting the personal liability of a director for monetary damages for breach
of his fiduciary duty of care, but not for breaches of loyalty to the
corporation and its stockholders, acts or omissions not in good faith or
involving intentional misconduct or a knowing violation of law, or
transactions from which a director derives improper benefit.
Section 16-A of the Registrant's By-Laws, as amended, provides for
indemnification of the Registrant's directors and officers to the full extent
permitted under the Delaware Law. Section 20 of the Registrant's Certificate
of Incorporation, as amended, also eliminates the personal liability of the
Registrant's directors for monetary damages for breach of fiduciary duty to
the extent permitted under the Delaware Law.
In addition, the Registrant has in force directors' and officers'
liability insurance and corporate reimbursement insurance.
Item 7. Exemption From Registration Claimed
Not Applicable
Item 8. Exhibits
Exhibit Number
(4) (a) Ogden's Restated Certificate of Incorporation as
amended (filed as Exhibit (4)(a) to Ogden's Form
10-Q for the quarter ended September 30, 1990 and
incorporated herein by reference).
(b) Ogden's By-Laws, as amended (filed as Exhibit
(3)(2) to Ogden's Form 10-K for fiscal year ended
December 31, 1993 and incorporated herein by
reference).
(c) Fiscal Agency Agreement between Ogden and Bankers
Trust Company, dated as of June 1, 1987 and
Offering Memorandum dated June 12, 1987, relating
to U.S. $85 million Ogden 6% Convertible
Subordinated Debentures, Due 2002 (filed as
Exhibits (C) (3) and (C) (4) to Ogden's Form 8-k
filed with the Securities and Exchange Commission
on July 7, 1987 and incorporated herein by
reference).
(d) Fiscal Agency Agreement between Ogden and Bankers
Trust Company, dated as of October 15, 1987, and
Offering Memorandum, dated October 15, 1987,
relating to U.S. $75 million Ogden 5-3/4%
Convertible Subordinated Debentures, Due 2002
(Filed as Exhibit (4) to Ogden's Form S-3
Registration Statement filed with the Securities
and Exchange Commission on December 4, 1987,
Registration No. 33-18875, and incorporated herein
by reference).
(e) Rights Agreement, dated as of September 20, 1990,
between Ogden and Manufacturers Hanover Trust
Company as Rights Agent (filed as an exhibit to
Ogden's Form 8-A Registration Statement filed with
the Securities and Exchange Commission on September
28, 1990).
<PAGE>
(f) Indenture dated as of March 1, 1992 from Ogden
Corporation to The Bank of New York, Trustee, which
provides for the issuance by Ogden from time to
time of its unsecured notes in one or more series
(filed as Exhibit (4)(c) to Ogden's Form 10-K for
fiscal year ended December 31, 1991, and
incorporated herein by reference).
(5) Opinion regarding Legality
(10) Amendment to Ogden Projects, Inc.
Employees' Stock Option Plan
(23) Consent of Independent Auditors
Item 9. Undertakings
(a) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 (the "1933 Act") may be permitted to directors,
officers and controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the 1933 Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Registrant of expenses incurred or paid by a
director, officer or controlling person of the Registrant in the successful
defense of any action, suit of proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the 1933 Act and will be governed by
the final adjudication of such issue.
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the 1933 Act, each filing of the
Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the
1934 Act that is incorporated by reference in this Registration Statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(c) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a) (3)
of the 1933 Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information
set forth in the registration statement;
<PAGE>
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration
statement or any material change to such information in the
registration statement;
Provided, however, that paragraphs (c) (1) (i) and (c) (1) (ii) do not apply
if the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the registrant
pursuant to section 13 or section 15(d) of the 1934 Act that are incorporated
by reference herein.
(2) That, for the purpose of determining any liability under
the 1933 Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
<PAGE>
INDEX TO EXHIBITS
Exhibit No. Exhibit
4 (a) Ogden's Restated Certificate of Incorporation as amended
(filed as exhibit (4)(a) to Ogden's Form 10-Q for the
quarter ended September 30, 1990 and incorporated herein
by reference).
(b) Ogden By-Laws, as amended (filed as Exhibit (3)(2) to
Ogden's Form 10-K for fiscal year ended December 31, 1993
and incorporated herein by reference).
(c) Fiscal Agency Agreement between Ogden and Bankers Trust
Company, dated as of June 1, 1987, and Offering
Memorandum dated June 12, 1987, relating to U.S. $85
million Ogden 6% Convertible Subordinated Debentures,
Due 2002 (filed as Exhibits (C) (3) and (C) (4) to
Ogden's Form 8-K filed with the Securities and Exchange
Commission on July 7, 1987 and incorporated herein by
reference).
(d) Fiscal Agency Agreement between Ogden and Bankers Trust
Company, dated as of October 15, 1987, and Offering
Memorandum, dated October 15, 1987, relating to U.S. $75
million Ogden 5-3/4% Convertible Subordinated Debentures,
Due 2002 (filed as Exhibit (4) to Ogden's Form S-3
Registration Statement filed with the Securities and
Exchange Commission on December 4, 1987, Registration No.
33-18875, and incorporated herein by reference).
(e) Rights Agreement, dated as of September 20, 1990, between
Ogden and Manufacturers Hanover Trust Company as Rights
Agent (filed as an exhibit to Ogden's Form 8-A
Registration Statement filed with the Securities and
Exchange Commission on September 28, 1990).
(f) Indenture dated as of March 1, 1992 from Ogden
Corporation to The Bank of New York, Trustee, which
provides for the issuance by Ogden from time to time of
its unsecured notes in one or more series (filed as
Exhibit (4)(c) to Ogden's Form 10-K for fiscal year ended
December 31, 1991, and incorporated herein by reference).
5 Opinion regarding Legality, transmitted herewith.
10 Amendment to Ogden Projects, Inc. Employees' Stock
Option Plan, transmitted herewith.
23 Consent of Independent Auditors, transmitted herewith.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of New
York, State of New York, on the 22nd day of December, 1994.
OGDEN CORPORATION
By: /S/ R. Richard Ablon
R. Richard Ablon
President and Chief Executive Officer
(Chief Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated on December 22, 1994.
SIGNATURE TITLE
/S/ Ralph E. Ablon Chairman of the Board
Ralph E. Ablon and Director
/S/ R. Richard Ablon President, Chief Executive
R. Richard Ablon Officer and Director
/S/ Constantine G. Caras Executive Vice President,
Constantine G. Caras Chief Administrative
Officer and Director
/S/ Philip G. Husby Senior Vice President and
Philip G. Husby Chief Financial Officer
(Chief Financial Officer)
/S/ Robert M. DiGia Vice President, Controller
Robert M. DiGia and Chief Accounting
Officer
(Chief Accounting Officer)
/S/ David M. Abshire Director
David M. Abshire
/S/ Norman G. Einspruch Director
Norman G. Einspruch
/S/ Attallah Kappas Director
Attallah Kappas
Director
Terry Allen Kramer
<PAGE>
/S/ Maria P. Monet Director
Maria P. Monet
/S/ Judith D. Moyers Director
Judith D. Moyers
/S/ Homer A. Neal Director
Homer A. Neal
/S/ Stanford S. Penner Director
Stanford S. Penner
/S/ Jesus Sainz Director
Jesus Sainz
/S/ Frederick Seitz Director
Frederick Seitz
/S/ Robert E. Smith Director
Robert E. Smith
/S/ Helmut Volcker Director
Helmut Volcker
/S/ Abraham Zaleznik Director
Abraham Zaleznik
EXHIBIT 5
December 22, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Ogden Corporation Form S-8 Registration Statement
in connection with the Ogden Projects, Inc. ("OPI")
Stock Option Plan (the "Stock Option Plan")
Dear Sirs:
I am Associate Counsel and Assistant Secretary of Ogden
Corporation (the "Corporation"). In that capacity, I have acted as
counsel for the Corporation in connection with the Corporation's
Registrant Statement on Form S-8 (the "Registration Statement") filed
by the Corporation on December 22, 1994 with the Securities and
Exchange Commission (the "Commission") under the Securities Act of
1933, as amended (the "Act") relating to the issuance of 290,921 shares
of the Corporation's Common Stock ($.50 par value) together with an
equal number of Rights to Purchase Preferred Stock (collectively the
"Common Stock"), pursuant to the Stock Option Plan.
Pursuant to a merger to become effective on December 29, 1994, OPI
will become a wholly-owned subsidiary of the Corporation and the Stock
Option Plan will be assumed by the Corporation. The 290,921 shares of
Common Stock being registered under the Registration Statement are
reserved for issuance in accordance with the merger whereby outstanding
options granted under the Stock Option Plan will be converted into
options of the Corporation and each optionee will be entitled to .84 of
a share of Common Stock of the Corporation for each share of OPI common
stock issuable under each option.
In furnishing this opinion, I have examined such documents, legal
opinions and precedents, corporate and other records of the Corporation
and certificates of officers of the Corporation as I have deemed
necessary or appropriate to provide a basis for the opinion set forth
below. In this examination, I have assumed the genuineness of all
signatures, the authenticity of all documents submitted to me as
original documents and conformity to original documents of all
documents submitted to me as certified or photostatic copies.
Based on the foregoing, it is my opinion that the 290,921 shares
of Common Stock issuable under the Stock Option Plan are duly
authorized and, when issued on December 29, 1994 or thereafter in
accordance with the terms of the Stock Option Plan, at prices in excess
of the par value thereof, will be validly issued, fully paid and
nonassessable.
<PAGE>
I hereby consent to the filing of this opinion as an exhibit to
the Registration Statement. By giving such consent, I do not thereby
admit that I am an expert with respect to any part of the Registration
Statement, including this exhibit, within the meaning of the term
"expert" as used in the Act or the rules and regulations of the
Commission issued thereunder.
Very truly yours,
/s/J. L. Effinger
J. L. Effinger
EXHIBIT 10
AMENDMENT
This Amendment, dated as of December , 1994, to the
Employees' Stock Option Plan (the "Plan") of Ogden Projects, Inc.
("OPI").
WHEREAS, OPI has entered into an Amended and Restated
Agreement and Plan of Merger, dated as of September 27, 1994 (the
"Merger Agreement"), by and among Ogden Corporation, a Delaware
corporation ("Ogden"), OPI Acquisition Corporation, a Delaware
corporation and a wholly-owned subsidiary of Ogden ("Acquisition"),
and OPI, whereby Acquisition will merge with and into OPI (the
"Merger") and OPI will become a wholly-owned subsidiary of Ogden;
and
WHEREAS, the Merger will become effective upon the filing of
a Certificate of Merger with the Office of the Secretary of State
of the State of Delaware in accordance with the Delaware General
Corporation Law (the "Effective Date"); and
WHEREAS, on the Effective Date, the holders of shares of
common stock of OPI, par value $.50 per share (the "OPI Common
Stock"), outstanding on the Effective Date will be entitled to
receive 0.84 of a share of common stock of Ogden, par value $.50
per share (the "Ogden Common Stock"), in exchange for each
outstanding share of OPI Common Stock (the "Exchange Ratio"); and
WHEREAS, Section 3.1 (d) of the Merger Agreement provides that
upon the Effective Date, each option granted under the Plan to
purchase shares of OPI Common Stock which is outstanding prior to
the Effective Date will be converted into an option to purchase
shares of Ogden Common Stock on the terms set forth below.
NOW, THEREFORE, OPI hereby amends the Plan as follows:
1. Conversion of Options under the Plan. Pursuant to
Section 3.1 (d) of the Merger Agreement, each option granted under
the Plan to purchase shares of OPI Common Stock (the "OPI Stock
Options") which are outstanding immediately prior to the Effective
Date will be converted into the right to purchase a number of
shares of Ogden Common Stock equal to the number of whole shares of
Ogden Common Stock (rounded down to nearest whole number) into
which the number of shares of OPI Common Stock subject to such OPI
Stock Option immediately prior to the Effective Date would have
been converted, had they been converted in the Merger, at an option
price per share equal to the option price per share immediately
prior to the Effective Date divided by the Exchange Ratio.
Fractional shares of Ogden Common Stock will not be issuable upon
the exercise of such options; any fractions will be rounded down to
the nearest whole number. No options, other than OPI Stock Options
which are outstanding immediately prior to the Effective Date, may
be granted under the Plan on or after the Effective Date.
<PAGE>
2. Except as set forth above, each OPI Stock Option that is
outstanding immediately prior to the Effective Date will otherwise
be exercisable upon the same terms and conditions as set forth in
each option agreement relating to such OPI Stock Option.
IN WITNESS WHEREOF, the undersigned has caused this Amendment
to be executed as of the day and year first above written and
certifies that the provisions of this Amendment, as set forth in
the Merger Agreement, were unanimously approved by the Board of
Directors of OPI on September 27, 1994.
OGDEN PROJECTS, INC.
By:
J. L. Effinger, Assistant
Secretary
EXHIBIT 23
INDEPENDENT AUDITORS' CONSENT
Ogden Corporation:
We consent to the incorporation be reference in this Registration
Statement of Ogden Corporation on Form S-8 of the reports of
Deloitte & Touche dated February 2, 1994 (which express an
unqualified opinion and include an explanatory paragraph relating
to the adoption of Statement of Financial Accounting Standards No.
106 and 109), appearing in and incorporated by reference in the
Annual Report on Form 10-K of Ogden Corporation for the year ended
December 31, 1993.
/s/Deloitte & Touche LLP
DELOITTE & TOUCHE LLP
New York, New York
December 22, 1994
