<PAGE>
Ogden Corporation
Two Pennsylvania Plaza
New York, NY 10121
[LOGO]
April 14, 1997
TO OUR SHAREHOLDERS:
On behalf of the Board of Directors, it is my pleasure to invite you to
attend Ogden's 1997 Annual Meeting to be held at the Ritz-Carlton Huntington
Hotel, 1401 South Oak Knoll Avenue, Pasadena, California, at 9:00 A.M. (Pacific
Time), on Thursday, May 22, 1997.
The matters to be acted upon at the meeting are described in the attached
Notice of Annual Meeting and Proxy Statement which we urge you to read
carefully. Time will be set aside at the meeting for discussion of each item of
business described in the Proxy Statement as well as any other matters of
interest to you as a shareholder.
It is important that your shares be represented at the meeting. Accordingly,
whether or not you expect to attend, you are urged to sign, date and return the
enclosed proxy card in the enclosed postage paid envelope to ensure that your
shares will be represented at the annual meeting.
R. RICHARD ABLON
CHAIRMAN OF THE BOARD, PRESIDENT AND CHIEF EXECUTIVE OFFICER
<PAGE>
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF OGDEN CORPORATION
Notice is hereby given that the Annual Meeting of Shareholders of Ogden
Corporation ("Ogden") will be held at the Ritz-Carlton Huntington Hotel, 1401
South Oak Knoll Avenue, Pasadena, California, on Thursday, May 22, 1997, at 9:00
A.M. (Pacific Time), for the following purposes:
(1) To elect five directors to hold office for terms of three years until the
Annual Meeting of Shareholders in 2000 and until their respective successors
have been elected and qualified;
(2) To ratify the appointment of Deloitte & Touche LLP as auditors of Ogden and
its subsidiaries for the year ending December 31, 1997;
(3) To consider and act upon a proposal submitted by a shareholder requesting
the Board of Directors take the steps necessary to provide that new
directors be elected annually and not by classes;
(4) To consider and act upon a proposal submitted by a shareholder requesting
the Board of Directors take steps necessary to require that all non-employee
directors receive a minimum of fifty percent (50%) of their total
compensation in the form of Ogden stock which cannot be sold for three
years;
(5) To consider and act upon a proposal submitted by a shareholder requesting
the Board of Directors immediately engage an investment banker to explore
all alternatives to enhance the value of the Company; and
(6) To consider and act upon such other business as may properly come before the
annual meeting.
The Board of Directors has fixed April 8, 1997, as the record date for the
annual meeting and all shareholders of record of Ogden at the close of business
on such date shall be entitled to notice of and to vote at the annual meeting.
By Order of the Board of Directors
KATHLEEN RITCH,
Vice President and Secretary
Dated: New York, N.Y.
April 14, 1997
IMPORTANT
PLEASE DATE AND SIGN THE ENCLOSED PROXY CARD AND RETURN IT AT YOUR EARLIEST
CONVENIENCE IN THE ENCLOSED STAMPED, ADDRESSED ENVELOPE, SO THAT YOUR SHARES MAY
BE VOTED IF YOU ARE UNABLE TO ATTEND THE ANNUAL MEETING.
<PAGE>
PROXY STATEMENT
The following statement is submitted to shareholders in connection with the
solicitation of proxies for the Annual Meeting of Shareholders of Ogden
Corporation ("Ogden") to be held on May 22, 1997 (the "Annual Meeting"). The
Annual Meeting will be held at the Ritz-Carlton Huntington Hotel, 1401 South Oak
Knoll Avenue, Pasadena, California. A proxy card for the Annual Meeting is
enclosed. This Proxy Statement and the accompanying proxy card are first being
sent to shareholders on or about April 14, 1997.
The purposes of the Annual Meeting are (1) to elect five directors to hold
office for terms of three years until the Annual Meeting of Shareholders in 2000
and until their respective successors have been elected and qualified; (2) to
ratify the appointment of Deloitte & Touche LLP as auditors of Ogden and its
subsidiaries for the year ending December 31, 1997; (3) to consider and act upon
a proposal submitted by a shareholder requesting the Board of Directors take the
steps necessary to provide that new directors be elected annually and not by
classes; (4) to consider and act upon a proposal submitted by a shareholder
requesting the Board of Directors take steps necessary to require all
non-employee directors receive a minimum of fifty percent (50%) of their total
compensation in Ogden stock which cannot be sold for three years; (5) to
consider and act upon a proposal submitted by a shareholder requesting the Board
of Directors immediately engage an investment banker to explore all alternatives
to enhance the value of the Company; and (6) to consider and act upon such other
business as may properly come before the Annual Meeting.
The solicitation of proxies to which this Proxy Statement relates is made by
and on behalf of the Board of Directors of Ogden. The costs of this solicitation
will be paid by Ogden. Such costs include preparation, printing, and mailing of
the Notice of Annual Meeting, proxy cards, and Proxy Statement. The solicitation
will be conducted principally by mail, although directors, officers, and
employees of Ogden and its subsidiaries (at no additional compensation) may
solicit proxies personally or by telephone and telegram. Arrangements will be
made with brokerage houses and other custodians, nominees, and fiduciaries for
proxy material to be sent to their principals, and Ogden will reimburse such
persons for their expenses in so doing. Ogden is also retaining D.F. King & Co.,
Inc. to solicit proxies and will pay D.F. King & Co., Inc. a fee of $8,500 in
connection therewith.
The shares represented by all valid proxies in the enclosed form will be
voted if received in time for the Annual Meeting in accordance with the
specifications, if any, made on the proxy card. If no specification is made, the
proxies will be voted FOR the nominees named in this Proxy Statement; FOR the
ratification of Deloitte & Touche LLP as auditors; and AGAINST (i) the
shareholders' proposal that new directors be elected annually and not by
classes; (ii) the shareholder proposal that non-employee directors receive a
minimum of fifty percent (50%) of their total compensation in Ogden
1
<PAGE>
stock which cannot be sold for three years, and (iii) the shareholder proposal
requesting the immediate engagement of an investment banker. Each proxy is
revocable at any time prior to being voted by delivering a subsequent proxy, by
giving written notice to the Secretary of Ogden or by attending the Annual
Meeting and voting in person, provided that such action must be taken in
sufficient time to permit the necessary examination and tabulation of the
revocation or the subsequent proxy before the vote is taken.
VOTING SECURITIES
As of April 8, 1997, the record date for the Annual Meeting, Ogden had
outstanding 49,984,968 shares of common stock ("Common Stock") and 46,282 shares
of $1.875 Cumulative Convertible Preferred Stock, Partially Participating
("Series A Preferred Stock"), excluding shares held in the corporate treasury.
Each share of Common Stock is entitled to one vote and each share of Series A
Preferred Stock is entitled to one-half vote per share on all matters to come
before the Annual Meeting, including the election of directors.
Ogden has been advised by Putnam Investments, Inc. that they and Marsh &
McLennan Companies, Inc., along with certain of their investment managers are
the beneficial owners of more than 5% of Ogden's Common Stock, which were
acquired for investment purposes for certain of their advisory clients. The
following table sets forth certain information concerning the foregoing as of
January 27, 1997:
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
NAME AND ADDRESS BENEFICIAL OWNERSHIP PERCENT
TITLE OF CLASS OF BENEFICIAL OWNER (1) OF CLASS
- ------------------------------------ -------------------------------------- ---------------------- -----------
<S> <C> <C> <C>
Common.............................. Putnam Investments, Inc. 2,972,600 shares 5.9%
One Post Office Square
Boston, Massachusetts 02109
</TABLE>
- ------------------------
(1) 16,000 shares are held with shared voting power and 2,972,600 shares are
held with shared dispositive power.
The proxy card provides space for a shareholder to withhold voting for any
or all nominees for the Board of Directors or to abstain from voting for any
proposal if the shareholder chooses to do so. Each nominee for election as a
director requires a plurality of the votes cast in order to be elected. Each
other proposal submitted to the shareholders requires the affirmative vote of
the holders of a majority of the votes present at the Annual Meeting, in person
or by proxy, and entitled to vote. With respect to the election of directors,
only shares that are voted in favor of a particular nominee will be counted
towards achievement of a plurality; where a shareholder properly withholds
authority to vote for a particular
2
<PAGE>
nominee such shares will not be counted towards such nominee's or any other
nominee's achievement of plurality. With respect to the other proposals to be
voted upon: (i) if a shareholder abstains from voting on a proposal, such shares
are considered present at the meeting for such proposal but, since they are not
affirmative votes for the proposal, they will have the same effect as votes
against the proposal; and (ii) shares registered in the names of brokers or
other "street name" nominees for which proxies are voted on some but not all
matters will be considered to be voted only as to those matters actually voted,
and will not have the effect of either an affirmative or negative vote as to the
matters with respect to which the broker does not have authority to vote and a
beneficial holder has not provided voting instructions (commonly referred to as
"broker non-votes").
ELECTION OF DIRECTORS--PROPOSAL NUMBER (1).
The Ogden Restated Certificate of Incorporation provides for a Board of
Directors that is divided into three classes of directors, which are designated
Class I, Class II, and Class III, respectively. The directors elected to each
class serve three-year terms. The expiration of the terms of the directors
elected in each Class is staggered so that the terms of directors elected to one
of the classes expires at each Annual Meeting of Shareholders. The terms of
office of directors elected to Class I will expire at the Annual Meeting, those
of the directors elected to Class II will expire at the Annual Meeting in 1998,
and those of the directors elected to Class III will expire at the Annual
Meeting in 1999.
The Board of Directors has nominated the five persons named in the table
below to serve as the Class I directors for terms of office commencing at the
Annual Meeting and continuing until the 2000 Annual Meeting of Shareholders and
until their respective successors are elected and qualified. Ogden has no reason
to believe that any such nominee will be unable to serve as a director if
elected. All nominees were elected a director at Ogden's 1994 Annual Meeting of
Shareholders.
3
<PAGE>
NOMINEES FOR CLASS I DIRECTORS
The following table sets forth certain information concerning the nominees
for election as directors. Each of the nominees is presently serving as a
director of Ogden.
<TABLE>
<CAPTION>
TERM TO PRINCIPAL FIRST BECAME
NAME, AGE, AND OTHER INFORMATION EXPIRE OCCUPATION A DIRECTOR
- -------------------------------------------- ----------- -------------------------------------------- ---------------
<S> <C> <C> <C>
David M. Abshire: Age 70.................... 1997 President, Center for Strategic and 1987
Member of Ogden's International Studies.
Management Committee.
Norman G. Einspruch: Age 64................. 1997 Senior Fellow in Science and Technology and 1981
Chairman of Ogden's Audit Professor and Chairman of Industrial
Committee; Member of Ogden's Engineering, University of Miami.
Management Committee,
Technology Committee and
Compensation Committee; Director
of Capital Factors Holding, Inc.
Attallah Kappas: Age 70..................... 1997 Sherman Fairchild Professor; 1988
Member of Ogden's Management Committee and Physician-in-Chief Emeritus
Technology Committee; Ogden's Medical and past Vice President,
Director. The Rockefeller University.
Homer A. Neal: Age 54....................... 1997 Vice President for Research and Professor of 1985
Member of Ogden's Audit Physics, University of Michigan.
Committee and Technology
Committee; Director of Ford
Motor Company.
Stanford S. Penner: Age 75.................. 1997 Professor (Emeritus), and Director 1985
Member of Ogden's Technology (Emeritus) of the center for Energy and
Committee; Director, Optodyne Corp. Combustion Research at the University of
California at San Diego; Editor-in-Chief,
Energy--The International Journal.
</TABLE>
THE BOARD RECOMMENDS A VOTE FOR THE FOREGOING NOMINEES
4
<PAGE>
DIRECTORS WHOSE TERMS CONTINUE
The following table sets forth certain information concerning directors
whose terms are continuing.
<TABLE>
<CAPTION>
TERM TO PRINCIPAL FIRST BECAME
NAME, AGE, AND OTHER INFORMATION EXPIRE OCCUPATION A DIRECTOR
- ------------------------------------------ ----------- ------------------------------------------ ---------------
<S> <C> <C> <C>
R. Richard Ablon: Age 47.................. 1998 Chairman of the Board, President and Chief 1986
Member of Ogden's Management Executive Officer of Ogden.
Committee.
Judith D. Moyers: Age 61.................. 1998 President, Public Affairs Television, 1978
Member of Ogden's Management Inc., Home Economist and Education
Committee and Compensation Specialist
Committee.
Robert E. Smith: Age 61................... 1998 Partner, Rosenman & Colin, a law firm. 1990
Member of Ogden's Audit
Committee and Management
Committee; Director, The Zweig
Fund, Inc. and The Zweig Total
Return Fund, Inc.
Abraham Zaleznik: Age 73.................. 1998 Konosuke Matsushita Professor of 1978
Chairman of Ogden's Compensation Leadership Emeritus, Graduate School of
Committee and Member of Ogden's Business Administration, Harvard
Management Committee; Director University.
of American Greetings Inc.;
The Timberland Co.; and Grossmans, Inc.
Ralph E. Ablon: Age 80.................... 1999 Former Chairman of the Board-- Ogden. 1962
Chairman of Ogden's Management
Committee.
Terry Allen Kramer: Age 63................ 1999 Self employed in Financial Ventures and 1977
Chairman of the Board, American Theatrical Ventures.
Diversified Enterprises, Inc.,
Director, Allen & Company
</TABLE>
5
<PAGE>
<TABLE>
<CAPTION>
TERM TO PRINCIPAL FIRST BECAME
NAME, AGE, AND OTHER INFORMATION EXPIRE OCCUPATION A DIRECTOR
- ------------------------------------------ ----------- ------------------------------------------ ---------------
Incorporated and Gibraltor
Financial Corporation.
<S> <C> <C> <C>
Jesus Sainz: Age 53....................... 1999 Executive Vice Chairman, Trebol 1994
Member of Ogden's Management International, Madrid.
Committee; Director, EDS Spain.
Frederick Seitz: Age 85................... 1999 President Emeritus, The Rockefeller 1977
Chairman of Ogden's Technology University.
Committee; Member of Ogden's
Management Committee and
Compensation Committee; Director
of Profile Diagnostic Sciences, Inc.
Helmut Volcker: Age 63.................... 1999 Professor of Energy Technology, University 1994
Member of Ogden's Technology of Essen.
Committee; Chairman, Technical
Advisory Board, GEC Alsthom
EVT Energie and Verfahrenstechnik
GmbH, Stuttgart.
</TABLE>
6
<PAGE>
COMMITTEES OF THE BOARD OF DIRECTORS
MANAGEMENT COMMITTEE. The Management Committee's principal functions are to
review and evaluate Ogden's strategies, plans, policies and management needed to
meet long-range goals and objectives. The Committee makes recommendations to the
Board of Directors with respect to nominees for new directors (including
nominations submitted in writing to the Secretary of Ogden by shareholders not
less than 50 days prior to the Annual Meeting and in compliance with the
requirements of Ogden's By-laws) and board committee memberships. The
Committee's functions also include evaluating and reviewing business
transactions under consideration by management, Ogden's financial status,
current financial arrangements and current and anticipated financial
requirements, advising management with respect thereto and advising and
recommending with respect to the purchase, issuance and sale of Ogden
securities. There were six meetings of the Management Committee during 1996.
COMPENSATION COMMITTEE. The Compensation Committee is composed of four
"non-employee directors" (within the meaning of amended Rule 16b-3 of the
Securities Exchange Act) and "outside directors" (within the meaning of Section
162(m) of the Internal Revenue Code of 1986, as amended) who are not employees
or members of management of Ogden or any of its subsidiaries. The Compensation
Committee is responsible for reviewing and approving compensation and benefit
plans for Ogden and providing independent judgment as to the fairness of the
compensation and benefit arrangements for senior management of Ogden and its
subsidiaries. The Compensation Committee administers Ogden's Stock Option Plans,
determines the Chief Executive Officer's compensation and reviews and approves
the annual salary, bonus and other benefits, direct or indirect, of other
designated members of senior management of Ogden and its subsidiaries. There
were two meetings of the Compensation Committee during 1996.
AUDIT COMMITTEE. The Audit Committee's principal functions are to evaluate
and review financial procedures, controls and reporting; compliance with Ogden's
Corporate Policy of Business Conduct; and both the audit scope and audit fees.
There were five meetings of the Audit Committee during 1996.
TECHNOLOGY COMMITTEE. The Technology Committee's principal functions are to
collect, review, study and evaluate various changes and innovations in
technology, materials and technical services that may be of benefit to Ogden's
operations. The Committee also reviews and takes into consideration
environmental standards and pollution-control requirements connected with the
operation by Ogden of various solid waste-to-energy and other operating
facilities across the United States. There were six meetings of the Technology
Committee during 1996.
7
<PAGE>
During 1996 the Board of Directors held six regularly scheduled meetings.
Each incumbent director attended at least 75% of the aggregate 1996 meetings of
the Board and of the Committees on which such director served.
DIRECTOR'S COMPENSATION
Each Ogden director who is not an employee of Ogden or an Ogden subsidiary
receives an annual director's fee of $9,000 plus $1,500 for each Board of
Directors meeting attended. Each such director also receives an annual fee of
$12,000 for each committee on which such director serves plus $1,500 for each
committee meeting attended. In addition, each such director receives $500 for
each day, or portion thereof, spent away from the director's city of residence
on special director activities. All directors are reimbursed for expenses
incurred in attending Board and committee meetings. Directors who are employees
of Ogden or an Ogden subsidiary receive no additional compensation for serving
on the Board or any committee. Dr. Kappas is retained on an independent
contractor basis as Ogden's Medical Director and senior advisor, to advise and
consult with management on health issues and receives $1,000 per month as a
consulting fee. Dr. Volcker and Mr. Sainz provide consultation services and
advice to Ogden and its subsidiaries in developing new business in the European
market for which each is paid a monthly consulting fee by Ogden in the amount of
$5,000, plus reimbursement for traveling expenses.
Each nonemployee director of Ogden on November 14, 1990 was granted a
Director's Stock Option and limited stock appreciation right (LSAR) with respect
to 25,000 shares of Ogden Common Stock at an exercise price of $18.3125 per
share. Each nonemployee individual who becomes a Director after November 14,
1990 may be granted a Director's Stock Option and LSAR with respect to a number
of shares of Ogden Common Stock as determined by the Compensation Committee not
to exceed 25,000 shares at an exercise price equal to the average of the high
and low sales price of Ogden Common Stock on the date of grant. Messrs. Sainz
and Volcker were each granted Directors' Stock Options with respect to 25,000
shares of Ogden Common Stock on November 1, 1994 at an exercise price of $21.50
per share.
8
<PAGE>
SECURITY OWNERSHIP BY MANAGEMENT
Information about the Common Stock beneficially owned as of March 1, 1997 by
each nominee, each director, each executive officer named in the Summary
Compensation Table and all directors and executive officers of Ogden as a group
is set forth as follows:
<TABLE>
<CAPTION>
BENEFICIAL OWNERSHIP
OF
OGDEN COMMON STOCK
----------------------
AMOUNT AND NATURE OF
BENEFICIAL PERCENT OF
NAME OF BENEFICIAL OWNER OWNERSHIP(1) CLASS(2)
- ------------------------------------------------------- ---------------------- -------------
<S> <C> <C>
R. Richard Ablon....................................... 1,130,425(3) 2.27
Ralph E. Ablon......................................... 257,626 *
David M. Abshire....................................... 25,288(4) *
Lynde H. Coit.......................................... 117,800(5) *
Norman G. Einspruch.................................... 36,440(4) *
Philip G. Husby........................................ 131,260(6) *
Attallah Kappas........................................ 26,000(4) *
Terry Allen Kramer..................................... 301,658(4) *
Scott G. Mackin........................................ 300,400(7) *
Judith D. Moyers....................................... 31,655(4) *
Homer A. Neal.......................................... 25,604(4) *
Stanford S. Penner..................................... 30,220(4) *
Jesus Sainz............................................ 10,000(4) *
Frederick Seitz........................................ 36,442(4) *
Robert E. Smith........................................ 26,000(4) *
Bruce W. Stone......................................... 162,577(8) *
Helmut Volcker......................................... 11,000(4) *
Abraham Zaleznik....................................... 46,792(4) *
All executive officers and directors as a group (24
persons) including those named above................. 3,392,539(9) 6.81
</TABLE>
- ------------------------
(1) Except as otherwise noted each individual owns all shares directly and has
sole investment and voting power with respect to all shares. No officer or
director owns shares of Ogden Series A Preferred Stock.
(2) Asterisks indicate beneficial ownership of less than 1.0% of the class.
9
<PAGE>
(3) Includes: 28,225 shares held in trust for his minor children; and 840,000
shares subject to stock options which are exercisable within 60 days of
March 1, 1997. Does not include 204 shares held by his wife. Mr. Ablon has
neither investment nor voting power with respect to the shares held by his
wife, and disclaims any beneficial interest in such shares.
(4) Includes: 20,000 shares for Dr. Kappas, 10,000 shares for each of Mr. Sainz
and Dr. Volcker and 25,000 shares for each of Messrs. Abshire, Einspruch,
Neal, Penner, Seitz, Smith, Zaleznik and Ms. Kramer and Moyers subject to
stock options which are exercisable within 60 days of March 1, 1997. Also
includes: 2,735 shares held by Dr. Einspruch in a Keogh Plan; 100 shares
held by Dr. Neal jointly with his wife over which Dr. Neal has shared voting
and investment authority with his wife; 5,220 shares held by Dr. Penner and
his wife in a living trust for their children over which Dr. Penner has
shared voting and investment authority with his wife; and 371 shares held by
Dr. Seitz in trust with his children over which he has shared voting and
investment authority with his children.
(5) Includes: 116,300 shares subject to stock options which are exercisable
within 60 days of March 1, 1997.
(6) Includes: 3,260 shares held jointly with his wife and 128,000 shares subject
to stock options which are exercisable within 60 days of March 1, 1997. Mr.
Husby has shared investment and voting power with respect to the 2,760
shares held jointly with his wife.
(7) Includes: 284,400 shares subject to stock options which are exercisable
within 60 days of March 1, 1997.
(8) Includes 160,200 shares subject to stock options which are exercisable
within 60 days of March 1, 1997.
(9) Includes 1,793,900 shares subject to options which are exercisable within 60
days of March 1, 1997 and approximately 515,600 shares of Ogden Common Stock
which may be voted by Messrs. Coit, Husby and three other individuals as
members of the Investment Committee of Ogden's Group Trust Fund for Profit
Sharing Plans.
RATIFICATION OF AUDITORS--PROPOSAL NUMBER (2)
Shareholders are requested to ratify the continued appointment of Deloitte &
Touche LLP ("Deloitte") as auditors of Ogden and its subsidiaries for the year
1997. A representative of Deloitte is expected to be present at the Annual
Meeting with the opportunity to make a statement if he or she desires to do so
and to respond to appropriate questions. Deloitte has been Ogden's auditors
since 1951. Audit and other services rendered by Deloitte for the fiscal year
ended December 31, 1996, in addition
10
<PAGE>
to the audit of the Consolidated Financial Statements, included: review of
financial and related information that is to be included in filings with the
Securities and Exchange Commission; consultation during the year on matters
related to accounting and financial reporting; audits of financial statements of
certain subsidiary companies; audits of employee benefit plans contained in
filings required pursuant to ERISA; consulting services; and meeting with the
Audit Committee on matters related to the audit. Although Ogden is not required
to submit the selection of auditors to the shareholders for ratification, it has
elected to do so. In the event such selection is not ratified, Ogden would
consider the selection of other auditors for fiscal years after 1997. However,
it would not be possible to replace Deloitte as auditors for the 1997 fiscal
year without significant disruption of Ogden's business.
THE BOARD RECOMMENDS A VOTE FOR PROPOSAL NUMBER (2)
SHAREHOLDER PROPOSAL--PROPOSAL NUMBER (3)
Dr. Charles Miller, 23 Park Circle, Great Neck, New York 11023, an Ogden
shareholder who has been the beneficial owner of shares of Ogden Common Stock
with a market value of at least $1,000 and has held such shares continuously for
at least one year, and has advised that he intends to maintain such ownership
through the date of the 1997 annual shareholders meeting, has submitted the
following resolution and supporting statement for inclusion in this Proxy
Statement and will cause the resolution to be introduced at the Annual Meeting.
ELIMINATE CLASSIFIED BOARD OF DIRECTORS RESOLUTION
"RESOLVED, that the stockholders of the Company request that the Board of
Directors take the necessary steps, in accordance with state laws, to declassify
the Board of Directors so that all director are elected annually, such
declassification to be effected in a manner that does not affect the unexpired
terms of directors previously elected."
11
<PAGE>
SUPPORTING STATEMENT
The election of directors is the primary avenue for stockholders to
influence corporate governance policies and to hold management accountable for
its implementation of those policies. I believe that the classification of the
Board of Directors, which results in only a portion of the Board being elected
annually, is not in the best interest of the Company and its stockholders.
The Board of Directors of the Company is divided into three classes serving
staggered three-year terms. I believe that a Company's classified Board of
Directors maintains the incumbency of the current Board and therefore of current
management which in turn limits management's accountability to stockholders.
The elimination of the Company's classified Board would require each new
director to stand for election annually and allow stockholders an opportunity to
register their views on the performance of the Board collectively and each
director individually. I believe this is one of the best methods available to
stockholders to insure that the Company will be managed in a manner that is in
the best interests of the stockholders.
A classified board might also be seen as an impediment to potential takeover
of the Company's stock at a premium price. With the inability to replace the
majority of the Board at one annual meeting, an outside suitor might be
reluctant to make an offer in the first place.
I am a founding member of the Investors Rights Association of America and I
believe that the concerns expressed by companies with classified boards that the
annual election of all directors could leave companies without experienced
directors in the event that all incumbents are voted out by stockholders, are
unfounded. In my view, in the unlikely event that the stockholders vote to
replace all directors, this decision would express stockholder dissatisfaction
with the incumbent directors and reflect the need for change.
I URGE YOUR SUPPORT. VOTE FOR THIS RESOLUTION.
BOARD OF DIRECTORS' REASONS FOR OPPOSING THE PROPOSAL
The Board of Directors believes the interests of the shareholders are better
served by a classified board than by the annual election of all directors. The
classification of directors has the effect of making it more difficult to change
the composition of the Board of Directors. With the classified Board, the
likelihood of continuity and stability in the Board's business strategies and
policies is enhanced since generally two-thirds of the directors at all times
will have had prior experience and familiarity with the
12
<PAGE>
business and affairs of the Company. This enables the directors to build on past
experience and plan for a reasonable period into the future.
The Board does not believe that directors elected to a classified Board are
any less accountable than they would be if elected annually, since the same
standards of performance apply regardless of the term of service. The classified
Board is intended to encourage persons who may seek to acquire control of the
Company to initiate such action through negotiations with the Board. At least
two meetings of shareowners would generally be required to replace a majority of
the Board. By reducing the threat of an abrupt change in the composition of the
entire Board, classification of directors would give the Board sufficient time
to review any takeover proposal, study appropriate alternatives and achieve the
best results for all shareholders. The Board believes that although a classified
board enhances the ability to negotiate favorable terms with a proponent of an
unfriendly or unsolicited proposal, it does not necessarily discourage takeover
offers.
The resolution offered by the proponents would not amend Ogden's restated
Certificate of Incorporation at this time but instead requests that the Board
take the steps necessary to elect all directors on an annual basis in the
future. Under the terms of Ogden's Restated Certificate of Incorporation, an
affirmative vote of 80% of the shares entitled to vote on a future resolution
proposed by the Board would be required to amend the provisions governing the
staggered election of directors. The Board continues to believe that the
classified Board is in the best interest of the shareholders and that the
shareholders should oppose efforts to eliminate it.
THE BOARD RECOMMENDS A VOTE AGAINST PROPOSAL NUMBER (3)
SHAREHOLDER PROPOSAL--PROPOSAL NUMBER (4).
Kenneth Steiner, 14 Stoner Avenue, Great Neck, New York 11021, an Ogden
shareholder who has been the beneficial owner of shares of Ogden Common Stock
with a market value of at least $1,000 and has held such shares continuously for
at least one year, and has advised he intends to maintain such ownership through
the date of the 1997 Annual Shareholders Meeting, has submitted the following
resolution and supporting statement for inclusion in this Proxy Statement and
will cause the resolution to be introduced at the Annual Meeting:
STOCK COMPENSATION PROPOSAL
"RESOLVED that the shareholders recommend that the board of directors take
the necessary steps to ensure that from here forward all non-employee directors
should receive a minimum of fifty
13
<PAGE>
percent (50%) of their total compensation in the form of Company stock which
cannot be sold for three years."
SUPPORTING STATEMENT
A significant equity ownership by non-employee directors is probably the
best motivator for enhancing shareholder value and facilitating identification
with shareholders.
Traditionally, non-employee directors, were routinely compensated with a
fixed fee, regardless of corporate performance. In today's competitive global
economy, outside directors must exercise a critical oversight of management's
performance in fostering corporate profitability and shareholder value. All to
often, outside directors' oversight has been too lax, and their actions were too
late to effect any meaningful change.
The history of public corporations in America has too many examples of
directors passively allowing strategic management errors to occur. This results
in eroding corporate and shareholder value.
When compensation takes the form of company stock, there is a greater
likelihood that outside directors will exercise greater diligence in protecting
their own, as well as corporate, and shareholder interests.
What is being recommended in this proposal is neither novel or untried. A
number of corporations have already established versions of such practices,
namely, Alexander & Alexander, Baxter International, Hartford Steam Boiler,
James River, McGraw Hill, NYNEX, RJR Nabisco, Sunbeam Corporation, The
Travelers, Westinghouse, Woolworth and Zurn Industries.
In June, 1995, the National Association of Corporate Directors' (NACD) Blue
Ribbon Commission on Director Compensation issued a report urging that directors
of public companies be paid their annual fees primarily in company stock to more
closely align their interests with those of shareholders. Several
widely-reported empirical studies have confirmed the potential efficacy of this
approach. Research conducted by Professor Charles M. Elson of the Stetson
University Law School found that those companies whose outside directors held
substantial amounts of company stock tended both to compensate their executives
more reasonably, and outperform those businesses where the directors held little
or no equity, suggesting a link between director stock ownership and better
corporate oversight and performance.
It can be argued that awarding stock options to outside directors
accomplishes the same purpose of insuring director's allegiance to a company's
profitability as paying them in stock, However, it is my contention that stock
options entail no downside risk, i.e., while stock options offer rewards should
the
14
<PAGE>
stock increase, if the stock price decreases, no penalties ensue. There are few
strategies that are more likely to align the interests of outside directors with
those of shareholders than one which results in their sharing the same bottom
line.
I URGE YOUR SUPPORT. VOTE FOR THIS RESOLUTION.
BOARD OF DIRECTORS' REASONS FOR OPPOSING THE PROPOSAL
The Board of Directors believes it is in the best interests of Ogden and its
shareholders to attract and retain exceptional individuals to serve as
nonemployee Directors on Ogden's Board of Directors. To successfully do this,
Ogden must offer a fair and competitive compensation package to nonemployee
Directors (employee Directors are not compensated for services as Directors).
Ogden believes that the Directors' current compensation package consisting of
cash and the Ogden Directors' Stock Option Plan for nonemployee Directors (the
"Directors Stock Option Plan") is competitive with industry standards allowing
Ogden to attract highly valued individuals to serve on its Board.
Ogden believes that the current compensation package is fair and appropriate
in light of the obligations and responsibilities of corporate directors. The
equity portion of the compensation package aligns nonemployee Directors'
interests with shareholders' interests through Ogden stock issuable under the
Directors' Stock Option Plan. The cash portion of the compensation provides
flexibility to nonemployee Directors to use such cash as their particular needs
may require, including the payment of income taxes which are the sole
responsibility of the nonemployee Directors.
Ogden believes that its compensation program for nonemployee Directors is
appropriately structured and that implementation of this proposal would decrease
the competitiveness of the compensation package for nonemployee Directors and
thereby decrease the ability of Ogden to attract and retain outstanding
individuals to serve on Ogden's Board.
THE BOARD RECOMMENDS A VOTE AGAINST PROPOSAL NUMBER (4).
SHAREHOLDER PROPOSAL--PROPOSAL NUMBER (5).
William Steiner, 4 Radcliff, Great Neck, New York 11024, an Ogden
shareholder who has been the beneficial owner of shares of Ogden Common Stock
with a market value of at least $1,000 and has held such shares continuously for
at least one year, and has advised he intends to maintain such ownership through
the date of the 1997 Annual Shareholders Meeting, has submitted the following
resolution and
15
<PAGE>
supporting statement for inclusion in this Proxy Statement and will cause the
resolution to be introduced at the annual shareholders meeting:
SALE OR MERGER OF COMPANY
"RESOLVED: that the shareholders of the Company recommend and deem it
desirable and in their best interest that the board of directors immediately
engage the services of a nationally recognized investment banker to explore all
alternatives to enhance the value of the Company. These alternatives should
include, but not be limited to, the possible sale, merger or other transaction
involving the Company.
SUPPORTING STATEMENT
In support of the above resolution, the proponent believes that in view of
the unacceptable performance of the Company over the past five years, the
deplorable stock price, and in my opinion, ineffective management, the board of
directors should take immediate action to engage the services of an investment
banker to explore all alternatives to enhance the value of the Company.
I am the founder of the Investors Rights Association of America and it is my
opinion that the value of the Company can be enhanced if the above resolution is
carried out and the shareholders would at long last be able to salvage
meaningful monetary rewards for their patience and long suffering.
Nell Minow, a highly acclaimed corporate governance specialist, and
principal of the LENS fund, which specializes in increasing the value of
under-performing companies, has stated:
"Companies can only justify asking investors to take the risk of
investing in equities by delivering a competitive rate of return on the
invested capital. When a company's management and board cannot meet that
goal, they owe it to their investors to submit themselves to an independent
evaluation by an outside firm, to insure that all options are objectively
evaluated.
If a company's performance lags over a sustained period, it is time for
the shareholders to send a message of no confidence to the board, reminding
them that they have to hold management--and themselves--to a higher
standard."
16
<PAGE>
I URGE YOUR SUPPORT. VOTE FOR THIS RESOLUTION
BOARD OF DIRECTORS' REASONS FOR OPPOSING THE PROPOSAL
The Board of Directors has a duty to act in the best interest of all
shareholders. Maximizing shareholder value is most certainly an important
component of that duty and the subject of shareholder value is considered often
by the Board of Directors and management.
The Board periodically reviews from a strategic perspective the long term
outlook for Ogden. The prospects for Ogden's current businesses are reviewed and
business plans developed. The Board continually evaluates acquisition prospects
as well as the benefits that may be derived from selling existing businesses and
reinvesting the after-tax proceeds thereof in new businesses.
The Board believes that the interest of shareholders is best served by
causing Ogden to be operated effectively and efficiently to generate increasing
operating earnings. To that end, the Board continually develops plans and takes
steps to achieve this goal.
Ogden maintains contact with several nationally prominent investment banking
firms and from time to time obtains professional advice on the subjects
mentioned above and in Mr. Steiner's proposal. However, it is the focus on
continual improvement in Ogden's performance and diligent pursuit of its
long-term plans that will maximize shareholder value, not the appointment of a
third party to study Ogden and its prospects, a subject with which the Board is
knowledgeable.
The Board believes that it can function most effectively when its strategic
planning is conducted confidentially. In this way, ideas can be developed and
debated without the fear that they will lead to rumors or public debate that
could harmfully restrict the Board's choices or disrupt the public market for
Ogden's stock.
Therefore, the Board believes that adoption of this proposal would not serve
Ogden's best interest and could actually diminish shareholder value.
THE BOARD RECOMMENDS A VOTE AGAINST PROPOSAL NUMBER (5).
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The members of Ogden's Compensation Committee are Abraham Zaleznik,
Chairman; Norman G. Einspruch; Judith Davidson Moyers; and Frederick Seitz. All
of the foregoing members are "non-employee directors" (within the meaning of
revised Rule 16b-3 of the Securities Exchange Act of 1934) and "outside
directors" (within the meaning of Section 162(m) of the Internal Revenue Code of
1986,
17
<PAGE>
as amended) of Ogden who are not employees or members of management of Ogden or
any of its subsidiaries.
The Compensation Committee Report on Executive Compensation and the Graph
which follows shall not be deemed to be incorporated by reference into any
filing made by Ogden under the Securities Act of 1933 or the Securities Exchange
Act of 1934, notwithstanding any general statement contained in any such filing
incorporating this proxy statement by reference, except to the extent Ogden
incorporates such report and graph by specific reference.
COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
THE EXECUTIVE COMPENSATION PROGRAM
Ogden has designed its executive compensation program to attract, motivate,
and retain talented executives. Toward this end, the executive compensation
program provides:
- A base salary program to attract and retain talented executives who
demonstrate the qualities required in the Ogden entrepreneurial culture
and who meet the corporation's rigorous goals and standards.
- Annual incentive bonus payments that are highly variable based on the
achievement of pre-established individual goals and Ogden's financial
performance. These incentive bonuses reward individuals whose performance
contributes to achieving strategic and financial corporate objectives
which increase shareholder value. Additionally, the CEO Formula Bonus Plan
sets annual incentive bonus targets for the CEO based on a pre-tax return
on equity formula.
- Clear and uncomplicated long-term incentives, in the form of stock
options, to encourage equity ownership and to align executives interests
with shareholders. Stock options are granted periodically to reflect
expanded roles and responsibilities or to readjust the total direct
compensation mix. Grants typically vest over a five-year period and expire
ten years from grant date.
CHIEF EXECUTIVE OFFICER (CEO) COMPENSATION
The Committee set Mr. Ablon's base salary for 1997 at $800,000 (unchanged
from 1995 and 1996). He was also awarded a 1996 bonus of $800,000 which was
payable under the CEO Formula Bonus Plan for 1996 performance; and granted no
new stock options. The factors utilized by the Committee in reaching its
decisions are summarized below:
18
<PAGE>
COMPETITIVE PRACTICE IN CEO COMPENSATION.--Ogden operates diverse lines of
business. Its success depends on the marketing and financial acumen as well as
the creativity of its executives. As such, it competes for executive talent with
any number of major Fortune 500 companies across many industries. Therefore, the
Committee reviews summaries of prevailing CEO compensation practices of major
companies in many industries rather than just companies within the specific
service industry category. The Committee uses this information to evaluate
competitive factors affecting the CEO compensation. The Committee reviewed the
competitive practices in CEO compensation based on The Wall Street
Journal/William M. Mercer (WSJ/Mercer) survey of 1996 Proxy Statements
(comparing 1995 compensation from 350 major service and industrial companies).
The Committee evaluated Mr. Ablon's 1996 total cash compensation against 1995
competitive pay at 87 of the 350 companies with revenues under $3.0 billion
(1995 was the most recent year for which information was available). Using these
measures, Mr. Ablon's total compensation, including base salary, bonus, and
long-term incentive payments, approximates the 75th percentile of total direct
compensation.
CEO FORMULA BONUS PLAN--1996 PERFORMANCE--The CEO Formula Bonus Plan (the
Plan), adopted by the Committee and approved by shareholders in 1994, sets forth
a Target Bonus which can be earned based upon the Pre-Tax Return on Equity (ROE)
Performance Level achieved for each calendar year. Under the terms of the Plan,
Ogden's 1996 Pre-Tax Income of $109,641,000 was divided by opening Shareholders'
Equity of $546,978,000 equaling 20%. This Performance Level earns Mr. Ablon 100%
of the Target Bonus. The Target Bonus, which equals base pay, was $800,000.
CEO FORMULA BONUS PLAN--1997 TARGETS--Under the terms of the Plan, the
Committee must preestablish the Performance Levels for each calendar year. The
Committee held the Target Bonus at $800,000, which is 100% of base salary. The
bonus that may be awarded under the Plan varies based upon the Pre-Tax Return On
Equity Performance Level. The Committee established the following Performance
Levels for 1997 (unchanged from 1996):
<TABLE>
<CAPTION>
PRE-TAX ROE PERFORMANCE LEVEL % OF TARGET BONUS
- ------------------------------------------------------------------------ ---------------------
<S> <C>
LESS THAN 13%........................................................... 0
13% to under 17%........................................................ 75%
17% to under 21%........................................................ 100%
21% to under 25%........................................................ 125%
25% or greater.......................................................... 150%
</TABLE>
FINANCIAL PERFORMANCE--Ogden's overall financial performance for 1996
reflected the progress of the Company's refocusing efforts. Net income was
significantly higher, while total revenue declined primarily as the result of
the sales of certain businesses and reduced construction activities. During
1996, Ogden completed the disposition of a number of noncore businesses
including Analytical
19
<PAGE>
Technologies, Inc; W.J. Schafer Associates, Ogden Professional Services; and the
national (except New York) Facility Services (Building Maintenance) business.
OTHER EXECUTIVE COMPENSATION
The Committee decided on 1997 base salaries for Messrs. Mackin, Husby, Stone
and Coit, in the amounts of $495,000, $300,000, $270,400, and $260,000
respectively, (representing increases of 4.2%, 0%, 4% and 0%, respectively) and
annual bonus amounts reflected in the Summary Compensation Table, for 1996
performance. On January 15, 1997, the Committee awarded a 50,000 share stock
option grant to Mr. Mackin at an exercise price of $20.1875 per share, the
average of the high and low sales price of Ogden common stock on the date of
grant. Mr. Mackin was recently named an Executive Vice President of Ogden
Corporation in recognition of his contributions to further Ogden's core business
activities, in addition to his efforts on behalf of Ogden Energy. In arriving at
these decisions, the Committee considered individual contributions during 1996,
as well as significant changes in roles and responsibilities. The Committee also
considered summaries of executive compensation surveys published by leading
compensation consulting firms.
In reviewing competitive pay levels, the base salary and bonus awards of
Messrs. Mackin, Husby, Stone and Coit ranged near the 75th percentile of
comparable positions in other Fortune 500 companies within the $1 billion to $3
billion revenue range.
POLICY REGARDING DEDUCTIBILITY OF EXECUTIVE COMPENSATION
Ogden's policy regarding deductibility of executive pay in excess of $1
million is to preserve the tax deductibility of the CEO's annual incentive bonus
and stock options by having these two components of compensation qualified as
performance-based under the IRS rules. The CEO Formula Bonus Plan and the 1990
Ogden Stock Option Plan, both of which were adopted by the Committee and the
Board, and approved by shareholders, constitute the largest elements of the
CEO's compensation package. The Committee acknowledges that there may be certain
noncash "imputed income" items which may cause pay to exceed $1 million in any
year. This policy does not contemplate restricting the Committee from using
discretionary business judgment as it determines appropriate.
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS
Abraham Zaleznik, Chairman
Norman G. Einspruch
Judith Davidson Moyers
Frederick Seitz
20
<PAGE>
The graph below compares the cumulative total shareholder return on the
common shares of Ogden for the last five fiscal years with the cumulative total
return on the S&P 500 Index, the S&P Mid Cap 400 Index and the S&P Specialized
Services Group over the same period assuming the investment of $100 in Ogden
common shares, the S&P 500 Index, the S&P Mid Cap 400 Index and the S&P
Specialized Services Group on December 31, 1991 and the reinvestment of all
dividends:
GRAPH
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN
AMONG OGDEN CORPORATION, THE S&P 500 INDEX,
THE S&P MID CAP 400 AND S&P SPECIALIZED SERVICES
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
OGDEN CORP. S&P SPEC. SRVS. S&P 500 S&P MIDCAP 400
<S> <C> <C> <C> <C>
1991 100 100 100 100
1992 119.27 109.61 107.81 111.89
1993 125.46 128.28 118.41 127.44
1994 109.73 123.44 120.01 122.91
1995 132.47 173.49 164.95 160.84
1996 125.62 191.08 202.72 191.63
</TABLE>
21
<PAGE>
EXECUTIVE COMPENSATION
The following Summary Compensation Table sets forth the aggregate cash and
noncash compensation for each of the last three fiscal years awarded to, earned
by or paid to the Chief Executive Officer of Ogden and each of Ogden's four
other most highly compensated executive officers whose salary and bonus exceeded
$100,000:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION (1)
---------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
ALL OTHER OTHER ANNUAL
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (3) COMPENSATION (2)
- ------------------------------------------------ --------- ---------- ---------- ---------------- ----------------
R. Richard Ablon,............................... 1996 $ 800,000 800,000(4) $ 148,188 $ 0
Chairman of the Board, President and 1995 800,000 400,000 142,890 0
Chief Executive Officer, Ogden and Chairman 1994 800,000 1,000,000 151,491 43,401
and Chief Executive Officer, Ogden Energy
Group, Inc., a 100% owned subsidiary of Ogden.
Scott G. Mackin,................................ 1996 475,000 375,000 0 85,530
Executive Vice President of Ogden and 1995 450,000 375,000 0 79,986
President and Chief Operating Officer, Ogden 1994 400,000 350,000 0 47,483
Energy Group, Inc., a 100% owned subsidiary of
Ogden.
Bruce W. Stone,................................. 1996 260,000 180,000 0 44,761
Executive Vice President and Managing 1995 250,000 180,000 0 42,670
Director, Ogden Energy Group Inc., a 100% 1994 212,000 175,000 0 24,495
owned subsidiary of Ogden.
Philip G. Husby,................................ 1996 300,000 115,000 0 4,500
Senior Vice President, Chief Financial Officer 1995 260,000 115,000 39,952 4,500
and Treasurer, Ogden. 1994 236,250 140,000 0 12,896
</TABLE>
22
<PAGE>
<TABLE>
<CAPTION>
ANNUAL COMPENSATION (1)
---------------------------------------------------------------------
ALL OTHER OTHER ANNUAL
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION (3) COMPENSATION (2)
- ------------------------------------------------ --------- ---------- ---------- ---------------- ----------------
<S> <C> <C> <C> <C> <C>
Lynde H. Coit,.................................. 1996 260,000 107,250 50,482 4,500
Senior Vice President and General 1995 235,000 105,000 36,000 4,500
Counsel, Ogden. 1994 222,500 125,000 0 12,214
</TABLE>
- ------------------------
(1) Includes annual compensation awarded to, earned by or paid to the individual
during the year, or any portion thereof, that he served as an executive
officer of Ogden.
(2) Amounts in this column represent cost of life insurance, car allowance,
medical reimbursement, personal use of airplane and other personal benefits
which in the aggregate exceeded the lesser of either $50,000 or 10% of the
executives combined salary and bonus. The only personal benefits exceeding
25% of the total personal benefits reported in 1996 for the listed executive
officers was a charge of $72,847 for use of the Ogden airplane by Mr. Ablon
and a reimbursement for medical expenses in the amount of $54,984 and
$33,953 for Messrs. Ablon and Coit, respectively.
(3) Includes, for the fiscal year ending December 31, 1996: (i) 401(K) matching
contributions credited to the account balances of Messrs. Ablon, Husby and
Coit in the amount of $0, $4,500, and $4,500, respectively, under the Ogden
401(k) Plan; (ii) an annual contribution in the amount of $6,195 to each of
the account balances of Messrs. Mackin and Stone under the Ogden Energy
Group (formerly Projects) Profit Sharing Plan; and (iii) a special
discretionary cash payment made to Messrs. Mackin and Stone in the amount of
$79,335 and $38,566, respectively, as a result of contribution limitations
imposed by the Internal Revenue Code.
(4) Mr. Ablon's bonus was determined in accordance with the CEO Formula Bonus
Plan (see "Compensation Committee Report on Executive Compensation--Chief
Executive Officer (CEO) Compensation" of this Proxy Statement).
STOCK OPTION TABLE
The following table sets forth information with respect to the named
executive officers of Ogden concerning the exercise of Ogden stock options
during 1996 and the value of exercisable and unexercisable stock options held as
of December 31, 1996:
23
<PAGE>
AGGREGATED OPTION/LSAR EXERCISES IN 1996 AND FISCAL YEAR-END
OPTION/LSAR VALUES
<TABLE>
<CAPTION>
VALUE OF UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY
UNDERLYING UNEXERCISED OPTIONS/LSAR AT FY-END (2)
NUMBER OF SHARES VALUE OPTIONS/LSAR AT FY-END
ACQUIRED ON REALIZED -------------------------- ------------------------------
NAME EXERCISE (1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ----------------------------- ------------------- ----------- ----------- ------------- ----------- -----------------
<S> <C> <C> <C> <C> <C> <C>
R. Richard Ablon............. 83,354 $ 553,971 720,000 360,000 $ 855,309 $ 0
Scott G. Mackin.............. None None 244,400 120,000 256,987 0
Bruce W. Stone............... None None 160,200 None 235,899 0
Philip G. Husby.............. 6,300 56,044 112,000 48,000 70,000 0
Lynde H. Coit................ None None 96,300 60,000 75,381 0
</TABLE>
- ------------------------
(1) Based upon the difference between the exercise price and the average of the
high and low sale prices of Ogden Common Stock on the New York Stock
Exchange Composite Tape on the date of exercise.
(2) Computed based upon the difference between the exercise price and the
average of the high and low sale prices of Ogden Common Stock on the New
York Stock Exchange Composite Tape on December 31, 1996 ($19.1875 per
share).
OGDEN EXECUTIVE PENSION PLAN
The Executive Pension Plan is a non-tax-qualified pension plan that is
generally not subject to the provisions of the Employee Retirement Income
Security Act of 1974. Ogden makes annual contributions to the Executive Pension
Plan trust, as determined by Ogden's actuary, which are deposited with The Bank
of New York pursuant to a grantor trust agreement between Ogden and The Bank of
New York. Ogden does not have access to or use of the trust assets; however, the
assets may be subject to the claims of Ogden's general creditors in the event of
its insolvency or bankruptcy. Amounts payable under the Executive Pension Plan
are generally included in the recipient's income only when actually paid.
All executive officers of Ogden, including those listed in the Summary
Compensation Table (except Messrs. Mackin and Stone), are eligible to
participate in the Executive Pension Plan and are entitled to
24
<PAGE>
a retirement benefit, subject to certain offsets, equal to 1.5% of the
executive's final average compensation for the five consecutive highest paid
years out of the executive's last ten years preceding retirement multiplied by
the executive's years of service.
Compensation includes salary, bonus and other compensation received during
the year and deferred income earned, but does not include imputed income,
severance pay, special discretionary cash payments or other noncash
compensation. An eligible executive becomes fully vested and entitled to a
benefit under the Executive Pension Plan trust upon the completion of five years
of service, unless the executive was a participant in Ogden's prior pension plan
on December 31, 1988, in which event the executive is automatically fully
vested. The relationship of the covered compensation to the annual compensation
shown in the Summary Compensation Table would be the Salary and Bonus columns
and any car allowance.
Pursuant to the provisions of the Executive Pension Plan, a lump-sum
equivalent of the monthly benefit to be distributed to the executive upon
retirement, termination or death, subject to offset by any amounts previously
distributed to such executive as a result of the prior termination of Ogden's
pension and supplemental pension plans and subject to an early retirement
reduction of 6% per year prior to age 65. The amount distributed will be taxable
to the executive as ordinary income at the time of distribution. As of December
31, 1996, R. Richard Ablon, Philip G. Husby and Lynde H. Coit have accrued 26,
10, and 8 years of service, respectively, under the plan and a monthly benefit
accrual in the amount of $24,680, $3,475, and $3,316, respectively. Scott G.
Mackin and Bruce W. Stone are not eligible for benefits under the Ogden
Executive Pension Plan but do participate in the Ogden Energy Group (formerly
Projects) Pension Plan as described below.
OGDEN ENERGY GROUP PENSION PLAN
Scott G. Mackin and Bruce W. Stone participate in the Ogden Energy Group
Pension Plan (the "Pension Plan"), a tax-qualified defined benefit plan subject
to the provisions of the Employee Retirement Income Security Act of 1974. Under
the Pension Plan each participant who meets the plan's vesting requirements will
be provided with an annual benefit at or after age 65 equal to 1.5% of the
participant's average compensation during the five consecutive calendar years of
employment out of the ten consecutive calendar years immediately preceding his
retirement date or termination date during which such average is highest,
multiplied by his total years of service. Compensation includes salary and other
compensation received during the year and deferred income earned, but does not
include imputed income, severance pay, special discretionary cash payments or
other noncash compensation. The relationship of the covered compensation to the
annual compensation shown in the Summary Compensation Table would be the Salary
and Bonus columns and any car allowance. A plan participant who is at
25
<PAGE>
least age 55 and who retires after completion of at least five years of
employment receives a benefit equal to the amount he would have received if he
had retired at age 65, reduced by an amount equal to 0.5% of the benefit
multiplied by the number of months between the date the participant commenced
receiving benefits and the date he would have received benefits if he had not
retired prior to age 65.
Messr. Mackin and Stone also participate in the Ogden Energy Group
Supplemental Deferred Benefit Plan (the "Supplemental Plan"), a deferred
compensation plan which is not qualified for federal income tax purposes. The
Supplemental Plan provides that, in the event that the annual retirement benefit
of any participant in the Pension Plan, determined pursuant to such plan's
benefit formula, cannot be paid because of certain limits on annual benefits and
contributions imposed by the Internal Revenue Code (the "Code"), the amount by
which such benefit must be reduced will be paid to the participant from the
general assets of the company.
The following table shows the estimated annual retirement benefits payable
in the form of a life annuity at age 65 under the Pension Plan and the
Supplemental Plan. These benefits are subject to any deduction for Social
Security benefits. Mr. Mackin has 10.5 years and Mr. Stone has 20.8 years of
credited service under the Pension Plan as of December 31, 1996 and had annual
average earnings for the last five years of $657,970 and $370,672, respectively.
<TABLE>
<CAPTION>
AVERAGE ANNUAL
EARNINGS IN 5
CONSECUTIVE
HIGHEST PAID
YEARS OUT OF
LAST 10 YEARS ESTIMATED ANNUAL RETIREMENT BENEFITS BASED ON YEARS OF SERVICE
PRECEDING ---------------------------------------------------------------------------------
RETIREMENT 5 10 15 20 25 30 35
- -------------- --------- ---------- ---------- ---------- ---------- ---------- ----------
<S> <C> <C> <C> <C> <C> <C> <C>
30$0,000..... $ 22,500 $ 45,000 $ 67,500 $ 90,000 $ 112,500 $ 135,000 $ 157,500
325,000..... 24,375 48,750 73,125 97,500 121,875 146,250 170,625
350,000..... 26,250 52,500 78,750 105,000 131,250 157,500 183,750
375,000..... 28,125 56,250 84,375 112,500 140,625 168,750 196,875
400,000..... 30,000 60,000 90,000 120,000 150,000 180,000 210,000
425,000..... 31,875 63,750 95,625 127,500 159,375 191,250 223,125
525,000..... 39,375 78,750 118,125 157,500 196,875 236,250 275,625
625,000..... 46,875 93,750 140,625 187,500 234,375 281,250 328,125
675,000..... 50,625 101,250 151,875 202,500 253,125 303,750 354,375
</TABLE>
26
<PAGE>
EMPLOYMENT CONTRACTS, TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
EMPLOYMENT CONTRACTS
(A) R. Richard Ablon is employed by Ogden as its President and Chief
Executive Officer pursuant to an employment agreement which became effective as
of January 1, 1991 and which provides that commencing December 31, 1991 and each
December 31 thereafter, the term of the agreement is automatically extended an
additional one-year period until Mr. Ablon reaches his normal retirement date
and year to year thereafter. Either party may elect not to extend the term for
an additional one-year period by written notice given to the other at least
sixty days' prior to December 31, 1997 or any subsequent December 31, in which
event the agreement would continue in effect until the expiration of its then
existing term, at which time Mr. Ablon's employment would terminate. The annual
salary under the agreement is fixed at a minimum of $500,000 with an annual
incentive bonus in such amount as determined by the Board of Directors. If Mr.
Ablon's employment is terminated by Ogden or if Mr. Ablon terminates employment
for good reason (as described in the agreement) then Mr. Ablon would be entitled
to a cash payment equal to five times the average of his salary and bonus paid
during the term of the agreement.
(B) Mr. Mackin's 1994 employment agreement was for a three-year term
commencing January 1, 1994 and continuing through December 31, 1996. This
agreement was amended on December 20, 1996 to provide for a five-year term
commencing January 1, 1997 and continuing through December 31, 2001 and year to
year thereafter, subject to the right of either party to terminate the agreement
on any December 31 upon at least sixty (60) days prior written notice. The
agreement provides for a minimum annual salary in the amount of $400,000, an
annual incentive bonus in such amount as may be determined by the Board of
Directors of Ogden Projects, Inc. ("OPI"), a wholly owned subsidiary of Ogden
Energy Group, Inc., and a five-year covenant not to compete. The agreement also
provides that if Mr. Mackin terminates his employment for good reason (as
defined in the agreement) or if his employment is terminated for any reason
other than for cause (as defined in the agreement) then he is entitled to a
severance payment equal to five times his annual salary and bonus at the time of
such termination.
(C) Mr. Stone is employed by OPI pursuant to an employment agreement which
became effective as of June 1, 1990 and continued through December 31, 1993, and
from year to year thereafter, subject to the right of either party to terminate
such employment on any December 31, upon at least sixty days prior written
notice. The annual salary under the agreement is fixed at a minimum of $144,200
with an annual incentive bonus in such amount as determined by the Board of
Directors. The agreement also provides that if Mr. Stone's employment is
terminated for any reason other than for cause (as defined in the agreement) or
if Mr. Stone terminates employment for good reason (as defined in the
agreement),
27
<PAGE>
then Mr. Stone is entitled to a cash payment equal to three times his annual
salary and bonus at the time of such termination.
(D) Mr. Husby is employed by Ogden as its Senior Vice President and Chief
Financial Officer pursuant to an employment agreement which became effective as
of July 2, 1990 and continued through December 31, 1995 and year to year
thereafter subject to the right of either party to terminate such employment as
of December 31, 1997, or any subsequent December 31 upon sixty days prior
written notice. The annual salary under the agreement is set at a minimum of
$185,000 with an annual incentive bonus in such amount as determined by the
Board of Directors. The agreement also provides that if Ogden terminates the
employment of Mr. Husby for any reason other than for cause (as defined in the
agreement) or if Mr. Husby terminates employment for good reason (as defined in
the agreement), then Mr. Husby is entitled to a cash payment equal to three
times his annual salary and bonus at the time of such termination.
(E) Mr. Coit is employed by Ogden as its Senior Vice President and General
Counsel pursuant to an employment agreement which became effective as of January
30, 1990 and continued through April 1, 1994, provided, however, commencing on
April 1, 1991 and each April 1 thereafter, the term thereof is automatically
extended an additional one year period unless terminated by Ogden upon ninety
days' prior written notice. Mr. Coit's annual salary under the agreement will be
no less than his base salary in 1989 plus an incentive bonus in such amount as
determined by the Board of Directors. The agreement provides that if Mr. Coit is
terminated by Ogden without cause or resigns for good reason(as defined in the
agreement), Ogden will (a) pay Mr. Coit an amount equal to his current monthly
salary plus one-twelfth his incentive bonus for the 12-month period ending on
the December 31 immediately preceding his date of termination or resignation,
times the lesser of (i) 12 plus 2 for each twelve months of service, or (ii) 36;
(b) purchase Mr. Coit's home for its original purchase price; and (c) continue
his benefits for a number of months equal to the number of months of pay which
Mr. Coit would be entitled during the period of time set forth under (a) above.
TERMINATION OF EMPLOYMENT
Mr. C. G. Caras resigned as an Ogden director and officer effective as of
May 1, 1996. Pursuant to the terms of his termination agreement Mr. Caras was
paid his current salary through December 31, 1996 and an annual severance
payment in the amount of $390,000 payable over a period of three (3) years
commencing January 1, 1997 and continuing through December 31, 1999.
28
<PAGE>
LIMITED STOCK APPRECIATION RIGHTS
Ogden's Stock Option Plans, as amended, (the "Plans") permit, in connection
with the grant of an option award, the grant of tandem limited stock
appreciation rights ("LSARs"). In general, the exercise of an LSAR by an
optionee entitles the optionee to an amount in cash, with respect to each share
subject thereto, equal to the excess of the value of a share of Ogden Common
Stock (determined in accordance with the Plans) on the exercise date over the
exercise price of the related option award. An LSAR is exercisable only during
the period commencing the first day following the occurrence of a Change in
Control (as defined in each Stock Option Agreement) and terminating on the
expiration of ninety days after such date. In general, the term "Change in
Control" means the acquisition by any person of 20% or more of the voting power
of Ogden's outstanding securities, the approval by Ogden's shareholders of an
agreement to merge Ogden or to sell substantially all of its assets or the
occurrence of certain changes in the membership of the Ogden Board of Directors.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
A loan was made by Ogden in 1989 to Mr. Coit, Senior Vice President and
General Counsel of Ogden, to assist Mr. Coit in the purchase of a home in
connection with his relocation. The loan is evidenced by a demand note, bearing
interest at the rate of 8% per annum and is secured by a second mortgage on the
premises. The maximum amount outstanding under the loan during 1996 was
$145,000. As of December 31, 1996, there was an outstanding balance of $145,000.
The maximum amount outstanding during 1996 pursuant to a loan made by OPI in
1990 to Bruce W. Stone, an Executive Officer of Ogden and Executive Vice
President and Managing Director of OPI, for the purposes of assisting Mr. Stone
in the purchase of his home was $91,260. The loan is evidenced by a demand note
bearing interest at the rate of 8% per annum. As of December 31, 1996 there was
an outstanding balance of $91,260.
Robert E. Smith, an Ogden director, is a partner in the law firm of Rosenman
& Colin which rendered legal services during 1996 and currently renders legal
services to Ogden and its subsidiaries.
Mr. Jesus Sainz, an Ogden director, is an officer of Trebol International,
S.A. ("Trebol"), a Spanish corporation located in Madrid, Spain, which is the
parent of Atlas International, S.A. ("Atlas"). The following is a description of
certain transactions among Ogden, Trebol and Atlas:
(a) Prior to the time Mr. Sainz became an Ogden director, Trebol and an
Ogden subsidiary purchased equity interests of 12.5% and 15.48%,
respectively, in Parques Tecnolculturoles, S.A. (now called Parque dela
Magica S.A.) ("Partecsa"), a Spanish corporation, which has been awarded a
30-year contract, to convert, remodel, operate and manage a 200-acre site
located in Seville,
29
<PAGE>
Spain which was originally created for Seville's Expo 92. Subsequently,
Ogden increased its equity interest in Partecsa to 22.42% and Trebol
decreased its equity interest in Partecsa to 7.25%. Mr. Sainz serves as
Chairman of the Board of Partecsa, a position for which he receives no
remuneration.
(b) Also prior to the time Mr. Sainz became an Ogden director, Atlas and
a subsidiary of Ogden acquired 6% and 54% interests, respectively, in a
Peruvian corporation established to provide passenger and ground handling
services at Peruvian airports. Ogden's capital investment in the Peruvian
company is approximately $125,000. Atlas's capital investment is $15,600
which was loaned to Atlas by Ogden and is evidenced by Atlas's interest
bearing promissory note, which is secured by a pledge of Atlas's 6%
ownership in the Peruvian company. The Peruvian company commenced operations
in 1994 at the Jorge Chavez Airport in Lima, Peru. Ogden's subsidiary is
responsible for the Peruvian company's day-to-day operations. Any
distributions by the Peruvian company to its stockholders will first be used
by Atlas to repay the $15,600 loan made to Atlas by Ogden's subsidiary. To
date no distributions have been made to stockholders.
(c) Atlas assisted Ogden in forming a joint venture, in which Ogden owns
a 50% interest, to develop and operate Rural de Palermo, a 28-acre fair and
exhibition center located in Buenos Aires, Argentina. In consideration
thereof, Atlas will receive an amount equal to 2% of the net profit derived
by Ogden from its 50% interest in the joint venture.
The foregoing transactions with Mr. Sainz were developed in the ordinary
course of business and were negotiated at arms length. In the opinion of
management these transactions are fair, equitable and in the best interest of
Ogden and its subsidiaries and are at least as favorable to Ogden and its
subsidiaries as provisions which could be expected in similar transactions with
any unaffiliated persons.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires Ogden's
directors, executive officers and persons who beneficially own more than 10% of
any class of Ogden's equity securities ("Reporting Persons") to file certain
reports concerning their beneficial ownership and changes in their beneficial
ownership of Ogden's equity securities. Ogden believes that during fiscal 1996
all Reporting Persons complied with their Section 16(a) filing requirements.
30
<PAGE>
OTHER MATTERS
Ogden has no knowledge of any matters to be presented to the meeting other
than those set forth above. The persons named in the accompanying form of proxy
will use their own discretion in voting with respect to any such matters.
Any proposals of shareholders to be presented at Ogden's Annual Meeting in
1998 must be received at Ogden's principal executive offices, Two Pennsylvania
Plaza, New York, New York 10121, Attn: Vice President and Secretary, not later
than December 16, 1997.
31
<PAGE>
-----------------------
-----------------------
-----------------------
-----------------------
-----------------------
-----------------------
-----------------------
-----------------------
[LOGO]
NOTICE OF ANNUAL MEETING
AND
PROXY STATEMENT
. . . . . . . . . . . . .
. . . . . . . . . . . . .
THE ANNUAL MEETING OF
SHAREHOLDERS WILL BE HELD
AT THE
RITZ-CARLTON HUNTINGTON
HOTEL
1401 SOUTH OAK KNOLL
AVENUE,
PASADENA, CALIFORNIA
ON THURSDAY, MAY 22, 1997,
AT 9:00 A.M. (PACIFIC
TIME)
<PAGE>
- --------------------------------------------------------------------------------
PREFERRED
OGDEN CORPORATION--BOARD OF DIRECTORS PROXY
KNOW ALL MEN BY THESE PRESENT that the undersigned shareholder of OGDEN
CORPORATION (the "Corporation") does hereby constitute and appoint R. RICHARD
ABLON, J. L. EFFINGER and KATHLEEN RITCH, and each of them attorneys and proxies
with full power of substitution to each, for and in the name of the undersigned
and with all the powers the undersigned would posses if personally present,
to vote all the shares of Preferred Stock of the undersigned in the Corporation
at the Annual Meeting of Shareholders of the Corporation, to be held at the
Ritz-Carlton Huntington Hotel, 1401 South Oak Knoll Avenue, Pasadena, CA on
Thursday, May 22, 1997 at 9:00 A.M. (Pacific Time) and at any and all
adjournments thereof on all matters as may properly come before the meeting, as
set forth in the Notice of Annual Meeting of Shareholders, dated April 14, 1997.
A majority of such attorneys as shall be present and shall act at said
meeting, or any of them (or only one of such attorneys shall be present and act,
then that one) shall have and may exercise all the powers of said attorneys
hereunder.
IF THIS PROXY IS PROPERLY EXECUTED AND RETURNED, THE SHARES TO WHICH IT
RELATES WILL BE VOTED AS SPECIFIED, BUT IF NO SPECIFICATION IS MADE, THE SHARES
TO WHICH IT RELATES WILL BE VOTED FOR THE ELECTION OF THE FIVE DIRECTORS LISTED
ON THE REVERSE SIDE, AND FOR THE RATIFICATION OF DELOITTE & TOUCHE LLP AS
AUDITORS AND AGAINST SHAREHOLDER PROPOSALS 3, 4 AND 5. THE BOARD OF DIRECTORS
RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE FIVE DIRECTORS AND
FOR RATIFICATION OF DELOITTE & TOUCHE AS AUDITORS; AND AGAINST THE THREE
SHAREHOLDER PROPOSALS.
(Continued and to be signed on the reverse side)
OGDEN CORPORATION
P.O. BOX 11174
NEW YORK, N.Y. 10203-0174
- --------------------------------------------------------------------------------
<PAGE>
<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
------
| |
------
Proposal 1. FOR election of the FOR all nominees [X] WITHHOLD AUTHORITY to vote [X] *EXCEPTIONS [X]
following five directors for a three listed below for all nominees listed below.
year term.
Nominees: David M. Abshire, Norman G. Einspruch, Artallah Kappas, Homer A. Neal and Stanford S. Penner
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the "Exceptions" box and write that nominee's name in
the space provided below.)
*Exceptions: ______________________________________________________________________________________________________________________
Proposal 2. Ratification of Deloitte & Touche LLP as auditors Proposal 3. Shareholder proposal requesting the Board of Directors
of the Corporation for the year 1997. take steps necessary to provide that new directors be elected
annually and not by classes.
FOR [X] AGAINST [X] ABSTAIN [X] FOR [X] AGAINST [X] ABSTAIN [X]
Proposal 4. Shareholder proposal requesting the Board of Proposal 5. Shareholder proposal requesting the Board of Directors
Directors take the steps necessary to require all non- engage an investment banker to explore all alternatives to enhance
employee directors receive a minimum of fifty percent (50%) the value of the company.
of their total compensation in the form of Ogden stock
which cannot be sold for three years.
FOR [X] AGAINST [X] ABSTAIN [X] FOR [X] AGAINST [X] ABSTAIN [X]
Please sign exactly as your name(s) appear hereon.
When signing as attorney, executor, administrator,
trustee or guardian, please sign your full name as
such. If signer is a corporation, please sign in
in full corporate name by authorized officer. If
signer is a partnership, please sign in partnership
name by authorized person. Each joint owner should
sign.
Dated _______________________________________, 1997
|
| ___________________________________________________
| Signature
_____| ___________________________________________________
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly If you plan to attend the Votes must be indicated
Using the Enclosed Envelope. meeting please check here. [X] (x) in Black or Blue Ink. [X]
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
- --------------------------------------------------------------------------------
COMMON
OGDEN CORPORATION--BOARD OF DIRECTORS PROXY
KNOW ALL MEN BY THESE PRESENT that the undersigned shareholder of OGDEN
CORPORATION (the "Corporation") does hereby constitute and appoint R. RICHARD
ABLON, J. L. EFFINGER and KATHLEEN RITCH, and each of them attorneys and proxies
with full power of substitution to each, for and in the name of the undersigned
and with all the powers the undersigned would posses if personally present,
to vote all the shares of Common Stock of the undersigned in the Corporation
at the Annual Meeting of Shareholders of the Corporation, to be held at the
Ritz-Carlton Huntington Hotel, 1401 South Oak Knoll Avenue, Pasadena, CA on
Thursday, May 22, 1997 at 9:00 A.M. (Pacific Time) and at any and all
adjournments thereof on all matters as may properly come before the meeting, as
set forth in the Notice of Annual Meeting of Shareholders, dated April 14, 1997.
A majority of such attorneys as shall be present and shall act at said
meeting, or any of them (or only one of such attorneys shall be present and act,
then that one) shall have and may exercise all the powers of said attorneys
hereunder.
IF THIS PROXY IS PROPERLY EXECUTED AND RETURNED, THE SHARES TO WHICH IT
RELATES WILL BE VOTED AS SPECIFIED, BUT IF NO SPECIFICATION IS MADE, THE SHARES
TO WHICH IT RELATES WILL BE VOTED FOR THE ELECTION OF THE FIVE DIRECTORS LISTED
ON THE REVERSE SIDE, AND FOR THE RATIFICATION OF DELOITTE & TOUCHE LLP AS
AUDITORS AND AGAINST SHAREHOLDER PROPOSALS 3, 4 AND 5. THE BOARD OF DIRECTORS
RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE ELECTION OF THE FIVE DIRECTORS AND
FOR RATIFICATION OF DELOITTE & TOUCHE AS AUDITORS; AND AGAINST THE THREE
SHAREHOLDER PROPOSALS.
(Continued and to be signed on the reverse side)
OGDEN CORPORATION
P.O. BOX 11174
NEW YORK, N.Y. 10203-0174
- --------------------------------------------------------------------------------
<PAGE>
<TABLE>
<S> <C>
- -----------------------------------------------------------------------------------------------------------------------------------
------
| |
------
Proposal 1. FOR election of the FOR all nominees [X] WITHHOLD AUTHORITY to vote [X] *EXCEPTIONS [X]
following five directors for a three listed below for all nominees listed below.
year term.
Nominees. David M. Abshire, Norman G. Einspruch, Artallah Kappas, Homer A. Neal and Stanford S. Penner
(INSTRUCTIONS: To withhold authority to vote for any individual nominee, mark the "Exceptions" box and write that nominee's name in
the space provided below.)
*Exceptions: ______________________________________________________________________________________________________________________
Proposal 2. Ratification of Deloitte & Touche LLP as auditors Proposal 3. Shareholder proposal requesting the Board of Directors
of the Corporation for the year 1997. take steps necessary to provide that new directors be elected
annually and not by classes.
FOR [X] AGAINST [X] ABSTAIN [X] FOR [X] AGAINST [X] ABSTAIN [X]
Proposal 4. Shareholder proposal requesting the Board of Proposal 5. Shareholder proposal requesting the Board of Directors
Directors take the steps necessary to require all non- engage an investment banker to explore all alternatives to enhance
employee directors receive a minimum of fifty percent (50%) the value of the company.
of their total compensation in the form of Ogden stock
which cannot be sold for three years.
FOR [X] AGAINST [X] ABSTAIN [X] FOR [X] AGAINST [X] ABSTAIN [X]
Please sign exactly as your name(s) appear hereon.
When signing as attorney, executor, administrator,
trustee or guardian, please sign your full name as
such. If signer is a corporation, please sign in
in full corporate name by authorized officer. If
signer is a partnership, please sign in partnership
name by authorized person. Each joint owner should
sign.
Dated _______________________________________, 1997
|
| ___________________________________________________
| Signature
_____| ___________________________________________________
Signature, if held jointly
Sign, Date and Return the Proxy Card Promptly If you plan to attend the Votes must be indicated
Using the Enclosed Envelope. meeting please check here. [X] (x) in Black or Blue Ink. [X]
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
