As filed with the Securities and Exchange Commission on April 10, 1997
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
REGISTRATION STATEMENT
on
FORM S-3
under
The Securities Act of 1933
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Ogden Corporation
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Delaware 13-5549268
- --------------------------------------------- -------------------
(State or other jurisdiction of incorporation (IRS Employer
or organization) Identification No.)
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Two Pennsylvania Plaza
New York, New York 10121
(212) 868-6100
- --------------------------------------------------------------------------------
(Address, including zip code, and telephone number including area code,
of Registrant's principal executive offices)
--------------
Jerry L. Effinger
Assistant Secretary
Ogden Corporation
Two Pennsylvania Plaza
New York, New York 10121
(212) 868-6100
- --------------------------------------------------------------------------------
(Name, address, including zip code, and telephone number including area code, of
Registrant's agent for service)
--------------
Copies of communications to:
Lynde H. Coit
Senior Vice President and General Counsel
Ogden Corporation
Two Pennsylvania Plaza
New York, New York 10121
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<PAGE>
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of the Registration Statement as the Selling
Shareholders shall determine.
If the securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box:
[ ]
If any of the securities registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, please check the following box:
[X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier
registration statement for the same offering:
[ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(C)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.
[ ]
If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box:
[ ]
<PAGE>
<TABLE>
<CAPTION>
- ----------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ----------------------------------------------------------------------------------------------------
Title of each class Proposed maximum Proposed maximum
of securities to be Amount to be offering price per aggregate offering Amount of
registered registered share* price* registration fee
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common shares, 115,044 shares $20.75 $2,387,163 $723.38
par value $.50
- ----------------------------------------------------------------------------------------------------
</TABLE>
* Estimated pursuant to Rule 457(c) solely for purposes of calculating the
amount of the registration fee, based upon the average of the high and low
prices of the Registrant's Common Stock on April 7, 1997, as reported on the New
York Stock Exchange.
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
ii
<PAGE>
PROSPECTUS
OGDEN CORPORATION
115,044 Common Shares
Par Value of $.50 Per Share
--------------
This Prospectus relates to up to 115,044 shares of common stock (the
"Shares") of Ogden Corporation, a Delaware corporation ("Ogden"), which may be
offered from time to time by the selling shareholders named herein (the "Selling
Shareholders"). Ogden will not receive any of the proceeds from the sale of the
Shares. The Shares are being registered pursuant to that certain Registration
Rights Agreement dated as of December 22, 1995 between Ogden and Jonathan D.
Stern, as Agent for the former shareholders of Firehole Entertainment Corp. See
"Selling Shareholders."
Ogden has been advised by each Selling Shareholder that he or she expects
to offer his or her Shares through brokers and dealers to be selected by him or
her from time to time. The Shares may be offered for sale through the New York
Stock Exchange, in one or more private transactions, or a combination of such
methods of sale, at prices and on terms then prevailing, at prices related to
such prices, or at negotiated prices. As of the date of this Prospectus, no
agreements have been reached for the sale of the Shares or the amount of any
compensation to be paid to brokers or dealers in connection therewith. Ogden
will bear all expenses in connection with the registration and sale of the
Shares being offered by the Selling Shareholders, other than commissions or
concessions to brokers or dealers and fees and expenses of counsel or other
advisors to the Selling Shareholders. See "Plan of Distribution."
The Shares are listed on the New York Stock Exchange. The average of the
high and low prices of the Shares as reported on the New York Stock Exchange on
April 7, 1997 was $20.75 per share.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES
COMMISSION NOR HAS THE COMMISSION OR ANY STATE SECURITIES
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
--------------
The date of this Prospectus is April , 1997.
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<PAGE>
No dealer, salesman, or other person has been authorized to give any
information or to make any representation not contained or incorporated by
reference in this Prospectus, and, if given or made, such information and
representation must not be relied upon as having been authorized by Ogden. This
Prospectus does not constitute an offer to sell or a solicitation of an offer to
buy any of the securities offered hereby in any state to any person to whom it
is unlawful to make such offer in such state. Neither the delivery of this
Prospectus nor any sales made hereunder shall, under any circumstances, create
any implication that there has been no change in the affairs of Ogden since the
date hereof.
--------------
AVAILABLE INFORMATION
Ogden is subject to the informational requirements of the Securities
Exchange Act of 1934 ("Exchange Act") and files reports and other information
with the Securities and Exchange Commission (the "Commission") in accordance
therewith. Such reports, proxy statements, and other information filed by Ogden
are available for inspection and copying at the public reference facilities of
the Commission at Room 1024, 450 Fifth Street, N.W., Judiciary Plaza,
Washington, D.C. 20549, and at the Commission's Regional Offices located at Room
1028, Jacob K. Javits Federal Building, 26 Federal Plaza, New York, New York
10278, and Room 3190, Kluczynski Federal Building, 230 South Dearborn Street,
Chicago, Illinois 6004. Copies of such material may be obtained by mail from the
Public Reference Section of the Commission at 450 Fifth Street, N.W., Judiciary
Plaza, Washington, D.C. 20549, at prescribed rates. Ogden's Shares are listed on
the New York Stock Exchange. In addition to the addresses listed above, reports,
proxy statements and other information concerning Ogden can be inspected at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents heretofore filed by Ogden with the Commission (File
No. 1-3122) are incorporated by reference in this Prospectus and made a part
hereof:
1. Ogden's Annual Report on Form 10-K for the year ended December 31,
1996.
2. Ogden's Quarterly Report on Form 10-Q for the quarters ended March 31,
1996, June 30, 1996 and September 30, 1996.
3. The description of Ogden's Common stock contained in its Registration
Statement on Form S-3, as filed with the Commission on March 25, 1991,
including any amendment or report filed for the purpose of amending
such description.
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<PAGE>
In addition, all documents filed by Ogden pursuant to Sections 13(a),
13(c), 14, or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termina tion of the offering of the Shares offered
hereby shall be deemed to be incorporated by refer ence into this Prospectus and
to be a part hereof.
Ogden hereby undertakes to provide without charge to each person to whom
this Prospectus has been delivered, upon the written or oral request of any such
person, a copy of any and all of the foregoing documents incorporated herein by
reference, other than exhibits to such documents (unless such exhibits are
specifically incorporated by reference into the foregoing documents). Written or
telephone requests should be directed to Secretary, Ogden Corporation, Two
Pennsylvania Plaza, New York, New York 10121, telephone number (212) 868-6100.
NOTE ON FORWARD-LOOKING STATEMENTS
Certain information set forth in this Prospectus may include
"forward-looking state ments" within the meaning of the Private Securities
Litigation Reform Act of 1995 and is subject to certain risks and uncertainties.
Such statements speak only to the date hereof, and Ogden undertakes no
obligation to release publicly any revisions to the forward-looking statements
to reflect events or circumstances after the date hereof or to reflect
unanticipated events or developments.
THE COMPANY
Ogden Corporation, a Delaware corporation, has its principal executive
offices at Two Pennsylvania Plaza, New York, New York 10121, telephone number
(212) 868-6100. Ogden is a diversified company providing a wide variety of
services through various operating groups within each of its two business
segments: Services and Energy. The operation of Ogden's Services business
segment are performed by Ogden Services Corporation and its subsidiaries through
its Entertainment and Aviation groups. These groups provide a wide range of
services to private and public facilities throughout the United States and many
foreign countries. The Entertainment group provides total facility management;
presentation of concerts and family shows; themed attractions; live theater;
gaming; large format theaters and film; performing artists management; recorded
music and video development; food, beverage and novelty concessions; and certain
maintenance services for public and private entertainment facilities as well as
the promotion and staging of entertainment events at stadiums, concert
facilities, arenas, parks, fairgrounds and amphitheaters. Aviation provides a
full range of specialized airline support services to commercial airlines and
airports around the world. The specialized support services include ground
handling, ramp, passenger, cargo and warehousing, aviation fueling and in-flight
catering services. The Aviation group also supplies air combat maneuvering
instrumentation systems to the U.S. Navy and Air Force.
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<PAGE>
The operations of Ogden's Energy business segment are conducted through its
wholly-owned subsidiary, Ogden Energy Group, Inc. and its subsidiaries, through
four major operating sectors: Independent Power, Waste-to-Energy, Water and
Wastewater and Environmental Consulting and Engineering. The Independent Power
group develops, operates, and in some cases, owns alternative energy power
projects which cogenerate electricity and steam or generate electricity alone
for sale to utilities in the United States and internationally. The
Waste-to-Energy group designs, constructs, operates, maintains and, in some
cases, owns facilities which combust municipal solid waste to make saleable
energy in the form of electricity and steam. The Water and Wastewater group
expects to develop, operate and, in some cases, own projects that purify water,
treat wastewater and treat and manage biosolids and compost organic wastes. The
Environmental Consulting and Engineering group provide a wide range of
environmental, infrastructure and energy consulting including remedial
investigations, engineering and design and project management to a variety of
public and private rectors in the United States and abroad.
SELLING SHAREHOLDERS
All of the Shares described in this Prospectus will be owned immediately
after registra tion by the individuals listed below. All of the shares offered
below were acquired in connec tion with the Agreement and Plan of Merger among
Ogden, Ogden Firehole Acquisition Company and Firehole Entertainment Corp.,
dated December 22, 1995. The Selling Share holders have no material relationship
with Ogden.
Name of Selling
Shareholders (1) Shares Owned (2)
---------------- ----------------
Lewis S. Robinson, III 55,327
Gerald E. Morris 59,717
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TOTAL SHARES 115,044
(1) None of the Selling Shareholders held any office with Ogden
during the last three years.
(2) All amounts are less than 1% of the issued and outstanding shares
of common stock of Ogden.
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<PAGE>
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholders, or by
pledges, donees, transferees or other successors in interest. Such sales may be
made on the New York Stock Exchange, through negotiated transactions or
otherwise at prices and at terms then prevailing or at prices related to the
then current market price or in negotiated transactions. The Shares may be sold
pursuant to one or more of the following: (a) ordinary brokerage transactions
and transactions in which the broker solicits purchasers; (b) purchases by a
broker or a dealer as principal, or broker or dealer for its account pursuant to
this Prospectus; (C) a block trade in which the broker or dealer so engaged will
attempt to sell the Shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (d) an exchange distribution
in accordance with the rules of such exchange; (e) through the writing of
options on the Shares; and (f) directly or through brokers or agents in private
sales at negotiated prices. If necessary, a supplemental prospectus which
describes the method of sale in greater detail may be filed by Ogden with the
Commission pursuant to Rule 424(C) under the Securities Act under certain
circumstances. In effecting sales, brokers or dealers engaged by the Selling
Shareholders and/or purchasers of the Shares may arrange for other brokers or
dealers to participate. Brokers or dealers will receive commissions, concessions
or discounts from the Selling Shareholders and/or the purchasers of the Shares
in amounts to be negotiated prior to the sale. In addition, any Shares covered
by this Prospectus which qualify for sale pursuant to Rule 144 under the
Securities Act may be sold under Rule 144 rather than pursuant to this
Prospectus.
Ogden will bear all expenses in connection with the registration and sale
of the Shares, other than commissions, concessions or discounts to brokers or
dealers and fees and expenses of counsel or other advisors to the Selling
Shareholders.
The Selling Shareholders and any broker or dealer who acts in connection
with the sale of the Shares hereunder may be deemed to be "underwriters" within
the meaning of Section 2(11) of the Securities Act, and any compensation
received by them and any profit on any resale of the Shares as principals might
be deemed to be underwriting discounts and commissions under the Securities Act.
Pursuant to a Registration Rights Agreement, Ogden has agreed to indemnify the
Selling Shareholders against certain liabilities, including liabilities under
the Securities Act.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for Ogden by
Lynde H. Coit, its Senior Vice President and General Counsel.
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<PAGE>
EXPERTS
The consolidated financial statements of Ogden as of December 31, 1996 and
for each of the three years in the period ended December 31, 1996, incorporated
by reference in this Prospectus from Ogden's Annual Report on Form 10-K, have
been audited by Deloitte & Touche LLP, independent public accountants, as stated
in their report which is incorporated herein by reference, and have been so
incorporated in reliance upon such report given upon the authority of said firm
as experts in accounting and auditing.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the 1933 Act may
be permitted to directors, officers or persons controlling the Registrant
pursuant to the foregoing provisions, the Registrant has been informed that in
the opinion of the Securities and Exchange Commis sion 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 or 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.
[remainder of page intentionally omitted]
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<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The expenses relating to the registration of Shares will be borne by the
Registrant. Such expenses are estimated to be as follows:
Registration Fee --
Securities and Exchange Commission $ 723.38
Accountants' Fees $3,000.00
Legal Fees $3,000.00
Miscellaneous $ 500.00
---------
TOTAL $7,223.38
The foregoing items, except for the Securities and Exchange Commission
registration fee, are estimated. Ogden will pay all of the above expenses. The
Selling Shareholders will pay their own expenses, including expenses of their
own counsel, broker or dealer fees, discounts and expenses and all transfer and
other taxes on the sale of the Shares.
Item 15. Indemnification of Directors and Officers.
The Delaware General Corporation Law provides that, under certain circum
stances, directors, officers, employees and agents of a Delaware corporation may
be indem nified against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by them in connection with settling,
or otherwise disposing of, suits or threatened suits, to which they are a party
or threatened to be named a party by reason of acting in any of such capacities,
if such person acted in a manner such persons believed in good faith to be in,
or not opposed to, the best interests of the corporation. Section 16-A of
Ogden's By-Laws provides for indemnification of officers and directors to the
fullest extent permitted by such Delaware law.
The Delaware General Corporation Law permits Delaware corporations to
eliminate or limit the monetary liability of directors for breach of their
fiduciary duty of care, subject to certain limitations. In accordance therewith,
Section 20 of Ogden's Restated Certifi cate of Incorporation limits the
potential personal monetary liability of the members of
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<PAGE>
Ogden's Board of Directors to Ogden or its stockholders for certain breaches of
their duties of care or other duty as a Director.
The directors and officers of Ogden and its subsidiaries are insured
(subject to certain exceptions and deductions) against liabilities which they
may incur in their capacity as such, including liabilities under the 1933 Act,
under liability insurance policies carried by Ogden.
The directors and officers of Ogden are entitled to indemnification by the
Selling Shareholders against any cause of action, loss, claim, damage, or
liability to the extent it arises out of or is based upon any untrue statement
or alleged untrue statement or omission or alleged omission made in this
Registration Statement and the Prospectus contained herein, as the same shall be
amended or supplemented, made in reliance upon or in conformity with written
information furnished to Ogden by such Selling Shareholder.
Item 16. Exhibits and Financial Statement Schedules.
The Exhibits listed below are filed as part of or incorporated by reference
to this Registration Statement. See Index of Exhibits included with the exhibits
filed as part of this Registration Statement.
Item 17. Undertakings.
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
Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising after
the effective date of this Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a funda mental change in the information set forth in this
Registration Statement. Not withstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high end of the esti mated maximum offering range
may be reflected in the form of a prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20% change in the maximum aggregate offering
price set forth in the "Calculation of Registration Fee" table in the
effective registration statement;
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<PAGE>
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement;
provided, however, that paragraphs (1)(I) and (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 Ogden pursuant to Section
13 or Section 15(d) of the Exchange Act, that are incorporated by reference in
this Registration Statement.
(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.
(4) 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 Exchange Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that
is incorporated by reference in the 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.
[remainder of page intentionally omitted]
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<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 on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, on March 31, 1997.
OGDEN CORPORATION
By: /s/ R. Richard Ablon
----------------------------
R. Richard Ablon
Title: President and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below constitutes and appoints Lynde H. Coit and Jerry L. Effinger, his true and
lawful attorneys-in-fact and agents, each acting alone, with full power of
substitution and resubsti tution, for him in any and all capacities, to sign any
amendments to this Registration State ment, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorneys-in-fact, or his substitute, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date indicated above.
Name Title
- ---- -----
/s/ R. Richard Ablon President, Chairman of the Board,
- ------------------------------- Chief Executive Officer and Director
R. Richard Ablon
/s/ Philip G. Husby Senior Vice President, Treasurer and
- ------------------------------- Chief Financial Officer
Philip G. Husby
/s/ Robert M. DiGia Vice President, Controller, and
- ------------------------------- Chief Accounting Officer
Robert M. DiGia
/s/ Ralph E. Ablon Director
- -------------------------------
Ralph E. Ablon
/s/ David M. Abshire Director
- -------------------------------
David M. Abshire
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/s/ Norman G. Einspruch Director
- -------------------------------
Norman G. Einspruch
/s/ Attallah Kappas Director
- -------------------------------
Attallah Kappas
Director
- -------------------------------
Terry Allen Kramer
/s/ Judith D. Moyers Director
- -------------------------------
Judith D. Moyers
_______________________________ 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 F. O. Volcker Director
- -------------------------------
Helmut F. O. Volcker
/s/ Abraham Zaleznik Director
- -------------------------------
Abraham Zaleznik
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INDEX TO EXHIBITS
Exhibit No. Description Page or Footnote
- ----------- ----------- ----------------
4.1 Restated Certificate of Incorporation See footnote (1)
4.2 Bylaws See footnote (1)
5 Opinion of Lynde H. Coit, Esq. Filed herewith
23.1 Consent of Deloitte & Touche LLP Filed herewith
23.2 Consent of Lynde H. Coit, Esq. See footnote (2)
24 Power of Attorney See Page II-4
- ------------
(1) Incorporated by reference to Ogden's' Form 10-K for the fiscal year ended
Decem ber 31, 1996.
(2) Contained within Exhibit 5.
B. FINANCIAL STATEMENT SCHEDULES
Financial statement schedules have been omitted because they are not
applicable or not required or because the information has been incorporated by
reference.
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Exhibit 5
April 10, 1997
Ogden Corporation
Two Pennsylvania Plaza
New York, New York 10121
Re: Registration Statement on Form S-3 (Exhibit 5)
Ladies and Gentlemen:
In connection with the registration of 115,044 shares of common stock, par
value $.50 per share (the "Shares"), of Ogden Corporation (the "Company") with
the Securities and Exchange Commission on a Registration Statement on Form S-3
(the "Registration State ment"), relating to the sales, if any, of the Shares by
the selling shareholders, I have examined such documents, records and matters of
law as I have considered relevant. Based upon such examination and upon my
familiarity as General Counsel for the Company, with its general affairs, it is
my opinion that:
The Shares being registered are legally issued, fully paid, and
nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
/s/ Lynde H. Coit
------------------------
Lynde H. Coit
Senior Vice President and General Counsel -
Ogden Corporation
E5-1
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
The Board of Directors and Shareholders of Ogden Corporation:
We consent to the incorporation by reference in this Registration Statement
of Ogden Corporation on Form S-3 of the reports of Deloitte & Touche LLP dated
February 10, 1997 (which express an unqualified opinion and include an
explanatory paragraph relating to the adoption of Statement of Financial
Accounting Standards Nos. 112 and 121), appearing in and incorporated by
reference in the Annual Report on Form 10-K of Ogden Corporation for the year
ended December 31, 1996 and to the reference to us under the heading "Experts"
in the Prospectus, which is part of this Registration Statement.
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
New York, New York
April 10, 1997
