As filed with the Securities and Exchange Commission on June 15, 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)
----------------
OGDEN CORPORATION
1990 STOCK OPTION PLAN
AMENDED AND RESTATED AS OF JANUARY 19, 1994
(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)
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<TABLE>
CALCULATION OF REGISTRATION FEE
============================================================================
<CAPTION>
Title of Amount to be Proposed Proposed Amount
each class registered Maximum Maximum of
of securities Offering Aggregate Registration
to be Price per Offering Fee
Registered Share/Unit(*) Price
- ----------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 3,200,000 $ 22.25 $ 71,200,000 $ 24,551.72
par value Shares
$.50 per share
Rights to 3,200,000 $ (**) $ (**) $ (**)
Purchase Rights
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 June
13, 1994.
(**) Included in the amounts indicated with respect to the Common Stock.
</TABLE>
<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 1934 Act 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).
<PAGE>
(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
(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;
(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>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing of Form S-8 and
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 March 17, 1994.
OGDEN CORPORATION
(Registrant)
By:/S/ R. Richard Ablon
R. Richard Ablon, President
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints J. L. Effinger and
Lynde H. Coit true and lawful attorney-in-fact and agent with full
power of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign any or all
amendments (including post-effective amendments) to this
Registration Statement, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorney-in-
fact and agent full power and authority to do and perform to all
intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent
or his substitute or substitutes, may lawfully do or cause to be
done by virtue thereof.
Pursuant to the requirements of the Security Act of 1933, this
Registration Statement has been signed below by the following
persons in the capacities indicated on March 17, 1994.
S - 1<PAGE>
Signature Title
/S/ Ralph E. Ablon Chairman of the Board of
Ralph E. Ablon Directors, Director
/S/ R. Richard Ablon President and Chief
R. Richard Ablon Executive Officer, Director
/S/ Robert M. DiGia Vice President and Controller
Robert M. DiGia (Chief Accounting Officer)
/S/ Philip G. Husby Senior Vice President and Chief
Philip G. Husby Financial Officer
/S/ David M. Abshire Director
David M. Abshire
/S/ Constantine G. Caras Director
Constantine G. Caras
/S/ Norman G. Einspruch Director
Norman G. Einspruch
/S/ Rita R. Fraad Director
Rita R. Fraad
/S/ Attallah Kappas Director
Attallah Kappas
/S/ Terry Allen Kramer Director
Terry Allen Kramer
/S/ Maria P. Monet Director
Maria P. Monet
/S/ Judith D. Moyers Director
Judith D. Moyers
S - 2<PAGE>
/S/ Homer A. Neal Director
Homer A. Neal
/S/ Stanford S. Penner Director
Stanford S. Penner
/S/ Frederick Seitz Director
Frederick Seitz
/S/ Robert E. Smith Director
Robert E. Smith
/S/ Abraham Zaleznik Director
Abraham Zaleznik
S - 3<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 Decem-
ber 31, 1992 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 Memoran-
dum, dated October 15, 1987, relating
to U.S. $75 million Ogden 5-3/4%
Convertible Subordinated Debentures,
Due 2002 (filed as Exhibit (4) to
Ogden's Form S-3 Registration State-
ment filed with the Securities and
Exchange Commission on December 4, 1987,
Registration No. 33-18875, and incor-
porated herein by reference).
(e) Rights Agreement, dated as of September
20, 1990, between Ogden and Manufacturers
Hanover Trust Company as Rights Agent
(filed as an exhibit to Ogden's Form 8-A
Registration Statement filed with the
Securities and Exchange Commission on
September 28, 1990).
I - 1<PAGE>
(f) Indenture dated as of March 1, 1992 from
Ogden Corporation to The Bank of New York,
Trustee, which provides for the issuance
by Ogden from time to time of its unsecured
notes in one or more series (filed as Exhibit
(4)(c) to Ogden's Form 10-K for fiscal year
ended December 31, 1991, and incorporated
herein by reference).
5 Opinion regarding Legality
23 Consent of Independent Auditors
I - 2
EXHIBIT 5
June 15, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
RE: Ogden Corporation Form S-8 Registration Statement
in connection with the Ogden Corporation 1990 Stock
Option Plan Amended and Restated as of January 19, 1994
Dear Sirs:
I am Associate Counsel and Assistant Secretary of Ogden
Corporation (the "Corporation"). In that capacity, I have acted as
counsel for the Corporation in connection with the Corporation's
Registrant Statement on Form S-8 (the "Registration Statement") filed
by the Corporation on June 15, 1994 with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act") relating to the issuance of 3,200,000 additional
shares of the Corporation's Common Stock ($.50 par value) together with
an equal number of Rights to Purchase Preferred Stock (collectively the
"Common Stock"), pursuant to the Corporation's 1990 Stock Option Plan
Amended and Restated as of January 19, 1994 (the "Plan").
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 3,200,000 shares
of Common Stock issuable under the Plan are duly authorized and, when
issued in accordance with the terms of the 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 23
INDEPENDENT AUDITORS' CONSENT
Ogden Corporation:
We consent to the incorporation by reference in this Registration
Statement of Ogden Corporation on Form S-8 of our reports dated
February 2, 1994 appearing 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
Deloitte & Touche
New York, New York
June 14, 1995
