<PAGE>
[LOGO]
April 27, 1998
DEAR SHAREHOLDER:
Your Board of Directors wishes to inform you of certain recent developments
concerning your investment in Ogden Corporation. According to preliminary
filings with the Securities and Exchange Commission, Providence Capital, Inc., a
small New York-based broker-dealer, has indicated it will solicit proxies in an
attempt to elect its three hand-picked candidates to your Company's Board of
Directors at Ogden's Annual Meeting of Shareholders scheduled for May 20, 1998.
You should know that Providence, having acquired its entire position only
recently, is neither a large nor a long-term investor in Ogden. FURTHERMORE,
UNLIKE YOU, TWO OF PROVIDENCE'S THREE DISSIDENT CANDIDATES DON'T OWN A SINGLE
SHARE OF OGDEN STOCK, AND THE THIRD OWNS 1,000 SHARES THAT WERE PURCHASED LAST
MONTH. On the other hand Ogden's four candidates, R. Richard Ablon, Judith D.
Moyers, Robert E. Smith and Anthony J. Bolland own 262,200 shares, 6,655 shares,
1,000 shares and 25,000 shares, respectively.
Despite Providence's lack of a significant investment in Ogden, but
consistent with Ogden's fiduciary responsibility to represent and advance the
best interests of Ogden's shareholders, we met with Providence on two occasions
to hear its concerns, to articulate changes already well underway at Ogden and
attempt to avoid an expensive proxy contest. Providence stated that it would
drop its opposition to your Company's Board and management if, among other
things, the Company would retain Providence under an exclusive investment
banking arrangement for a $50,000 monthly retainer and would reimburse
Providence's expenses, including payments to Providence's nominees. IN OTHER
WORDS, ALTHOUGH PROVIDENCE COMPLAINS ABOUT YOUR COMPANY'S BOARD AND MANAGEMENT,
ITS OBJECTIONS WOULD VANISH IMMEDIATELY IF OGDEN PUT PROVIDENCE ON ITS PAYROLL
AT $600,000+ PER YEAR. YOUR BOARD FOUND THESE DEMANDS TOTALLY UNACCEPTABLE.
Providence attacks your Company's dividend, which Providence claims is an
unwise allocation of capital. AT THIS TIME, YOUR BOARD DOES NOT BELIEVE THAT
ELIMINATING THE CASH DIVIDEND IS IN THE BEST INTERESTS OF OGDEN'S SHAREHOLDERS.
Providence also criticizes your Company's financial record over the past eight
years, but conveniently ignores the significant recent improvement in total
return to investors achieved over the past year. INDEED, SINCE JANUARY 1997,
OGDEN PROVIDED ITS SHAREHOLDERS WITH A TOTAL RETURN OF 62.6% COMPARED TO 53.4%
FOR THE S&P 500.
<PAGE>
Providence also cites a lack of focus in Ogden's business strategy and
corporate structure. Nothing could be further from the truth. Since 1995,
Ogden's Board and management have been refocusing the Company into three
business segments: entertainment, aviation and energy. Each business segment has
a mandate to execute a focused growth plan. As a result, Ogden has successfully
divested underperforming operations, generating over $300 million in the
process.
Your Board sincerely regrets that your Company may be faced with a costly
and disruptive proxy contest at a time when management's collective efforts
should be devoted to building upon Ogden's recent record of strong financial
performance. We do not know what further steps, if any, Providence will
undertake. However, be assured that your Board will act in the best interests of
all shareholders.
IT IS THE UNANIMOUS VIEW OF YOUR BOARD OF DIRECTORS THAT THE ELECTION TO THE
BOARD OF PROVIDENCE'S SLATE WOULD NOT BE IN THE BEST INTERESTS OF OGDEN AND ITS
SHAREHOLDERS. YOU ARE STRONGLY URGED NOT TO RESPOND TO ANY REQUEST FOR A PROXY
YOU MAY RECEIVE FROM PROVIDENCE.
Your vote is important. Please take a moment to sign, date and promptly mail
the enclosed WHITE proxy card in the postage prepaid envelope provided.
REMEMBER, DO NOT RETURN ANY PROXY CARD SENT TO YOU BY PROVIDENCE CAPITAL, INC.,
EVEN AS A VOTE OF PROTEST.
Your interest and participation in the affairs of your Company are
appreciated.
ON BEHALF OF THE BOARD OF DIRECTORS
Sincerely,
[LOGO]
R. RICHARD ABLON
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
IF YOUR SHARES ARE HELD IN THE NAME OF A BROKER, ONLY YOUR BROKER CAN EXECUTE A
PROXY TO VOTE YOUR SHARES AND ONLY AFTER RECEIVING YOUR SPECIFIC
INSTRUCTIONS. PLEASE RETURN ONLY THE WHITE PROXY CARD IN THE ENCLOSED
ENVELOPE. IF YOU HAVE ANY QUESTIONS OR NEED FURTHER ASSISTANCE IN
VOTING, PLEASE CONTACT THE FIRM ASSISTING US IN THE
SOLICITATION OF PROXIES:
D.F. KING & CO., INC.
CALL TOLL-FREE (800) 290-6432
<PAGE>
APRIL 27, 1998
SUPPLEMENT TO THE PROXY STATEMENT MATERIALS
FOR THE ANNUAL MEETING OF SHAREHOLDERS
OF
OGDEN CORPORATION
MAY 20, 1998
<PAGE>
PARTICIPANTS IN THE SOLICITATION
Under applicable regulations of the Securities and Exchange Commission, each
of the directors, nominees of Ogden and certain other persons are deemed to be a
"participant" in Ogden's solicitation of proxies. The following sets forth
certain additional information regarding such persons and supplements the
information already provided in respect of directors and nominees of Ogden in
the Proxy Statement dated April 10, 1998 previously sent to shareholders (the
"Proxy Statement").
A. SECURITY OWNERSHIP BY PARTICIPANTS.
The securities held by Directors and Director nominees are all shares of
Ogden common stock and are all set forth in the Proxy Statement.
<TABLE>
<CAPTION>
SHARES SHARES
OWNED OWNED
NAME TITLE DIRECTLY BENEFICIALLY(1)
- ------------------------------ ----------------------------------------------------- ----------- -------------
<S> <C> <C> <C>
Peter Allen................... Senior Vice President, Ogden, Senior Vice President 1,200 28,000
and General Counsel Ogden Services
Rodrigo Arboleda.............. Senior Vice President, Business Development--Latin 1,200 56,000
America, Ogden
B. Kent Burton................ Vice President, Policy and Communication, Ogden 228 12,000
Peter Cain.................... Vice President and Treasurer, Ogden 0 22,000
Lynde H. Coit................. Senior Vice President and General Counsel, Ogden 2,000 136,300
Robert M. DiGia............... Vice President and Controller, Ogden 13,395 50,000
J. L. Effinger................ Assistant Secretary, Ogden, Vice President and 0 20,000
Assistant General Counsel, Ogden Services
David L. Hahn................. Senior Vice President, Ogden, Chief Operating 2,100 60,850(2)
Officer, Aviation Services
Philip G. Husby............... Senior Vice President and Chief Financial Officer, 3,460 144,000
Ogden
Scott G. Mackin............... Executive Vice President, Ogden, President and COO, 16,000 324,400
Ogden Energy Group
Quintin G. Marshall........... Senior Vice President, Corporate Development, Ogden 4,475 16,300(3)
Gary Perusse.................. Senior Vice President, Risk Management, Ogden 0 24,129(4)
Kathleen Ritch................ Vice President and Secretary, Ogden 4,000 0
Jesus Sainz................... Executive Vice President, Ogden 0 20,000
Bruce W. Stone................ Executive Vice President-Managing Director, Ogden 3,141 151,897(5)
Energy Group
</TABLE>
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(1) Represents Vested Stock Option shares, unless otherwise noted.
(2) Includes 7,350 shares held in Ogden's 401(k) Plan.
(3) Includes 300 shares held by his spouse.
(4) Includes 2,129 shares held in Ogden's 401(k) Plan.
(5) Includes 1,697 shares held in Ogden's 401(k) Plan.
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B. TRANSACTIONS IN OGDEN'S SECURITIES IN THE LAST TWO YEARS
Listed below are the only purchases and sales of Ogden securities within the
past two years by Ogden's directors, nominees and other participants and certain
information concerning such transactions. All of the following transactions are
in shares of Ogden common stock.
<TABLE>
<CAPTION>
NUMBER OF DATE OF NATURE OF
NAME SECURITIES TRANSACTION(S) TRANSACTION
- -------------------------------------------------------------------------- ----------- ------------- -----------
<S> <C> <C> <C>
R. Richard Ablon.......................................................... 2,400 1/16/96 Purchase
25,617 3/05/96 Purchase
1,000 10/16/96 Purchase
3,000 1/10/97 Purchase
25,000 2/11/97 Purchase
3,000 1/06/98 Purchase
Ralph E. Ablon............................................................ 9,200 1/09/96 Gifted
100 4/03/96 Gifted
1,000 5/21/96 Gifted
1,000 7/10/96 Gifted
1,000 8/28/96 Gifted
600 12/16/96 Gifted
10,000 1/10/97 Gifted
1,000 5/07/97 Gifted
11,000 1/06/98 Gifted
Peter Allen............................................................... 200 3/20/98 Purchase
1,000 4/16/98 Gift
Anthony J. Bolland........................................................ 20,000 4/08/98 Purchase
5,000 4/15/98 Purchase
Robert M. DiGia........................................................... 8,000 2/14/96 Purchase
8,000 2/14/96 Sale
Lynde H. Coit............................................................. 500 2/11/97 Purchase
500 3/26/98 Purchase
David L. Hahn............................................................. 500 2/07/96 Purchase
6,725 10/01/96 Purchase
1,000 2/11/97 Purchase
200 12/16/97 Purchase
400 2/26/98 Purchase
Attallah Kappas........................................................... 10,640 1/04/96 Sale
Philip G. Husby........................................................... 6,300 2/15/96 Purchase
6,300 2/15/96 Sale
500 1/08/97 Purchase
200 8/06/97 Purchase
200 12/07/97 Purchase
300 3/19/98 Purchase
Scott G. Mackin........................................................... 500 7/09/96 Purchase
500 12/16/96 Purchase
</TABLE>
2
<PAGE>
<TABLE>
<CAPTION>
NUMBER OF DATE OF NATURE OF
NAME SECURITIES TRANSACTION(S) TRANSACTION
- -------------------------------------------------------------------------- ----------- ------------- -----------
Quintin G. Marshall....................................................... 100 2/13/96 Purchase
<S> <C> <C> <C>
100 2/13/96 Purchase
100 2/28/96 Purchase
100 4/2/96 Purchase
600 5/30/96 Purchase
1,500 6/27/96 Purchase
100 11/18/96 Purchase
53 Various Purchase
100 11/18/96 Purchase
500 2/11/97 Purchase
200 5/12/97 Purchase
83 Various Purchase
300 9/2/97 Purchase
47 Various Purchase
400 11/13/97 Purchase
47 Various Purchase
400 1/30/98 Purchase
45 Various Purchase
Stanford S. Penner........................................................ 5,000 4/13/98 Purchase
Helmut Volcker............................................................ 2,200 10/21/97 Purchase
</TABLE>
C. CERTAIN INFORMATION
Except as disclosed in the Proxy Statement or elsewhere in this Supplemental
Proxy Statement, to the knowledge of Ogden none of Ogden's directors, nominees
or other participants: (i) owns of record any securities of Ogden that are not
also beneficially owned by them; (ii) has purchased or sold any securities of
Ogden within the past two years; (iii) is, or was within the past year, a party
to any contract, arrangements or understandings with any person with respect to
the Ogden securities, including, but not limited to, joint ventures, loan or
option arrangements, puts or calls, guarantees against loss or guarantees
against loss of profit, division of losses or profits, or the giving or
withholding of proxies; (iv) has any substantial interest, direct or indirect,
by security holdings or otherwise, in any matter to be acted upon at the Annual
Meeting; (v) beneficially owns, directly or indirectly, any securities of any
subsidiary of Ogden; (vi) borrowed any funds to purchase any Ogden securities
owned by him; or (vii) has any associate who beneficially owns, directly or
indirectly, any Ogden securities. Except as disclosed in the Proxy Statement or
elsewhere in this Supplemental Proxy Statement, to the knowledge of Ogden none
of Ogden's directors, nominees or other participants nor any of their associates
has any arrangement or understanding with any person with respect to future
employment by Ogden or its affiliates or with respect to any future transactions
to which Ogden or any of its affiliates will or may be a party, nor any material
interest, direct or indirect, in any transaction which has occurred since,
January 1, 1997 or any currently proposed transaction, or series of similar
transactions, to which Ogden or any of its affiliates was or is to be a party
and in which the amount involved exceeds $60,000.
3
<PAGE>
D. OCCUPATION AND EMPLOYMENT OF DIRECTORS, NOMINEES AND OTHER PARTICIPANTS
(a) The following table sets forth the name, principal business and address
of any corporation or other organization in which the employment is carried on
of the directors and nominees (the principal occupation or employment of the
directors and nominees is set forth in the Proxy Statement):
<TABLE>
<CAPTION>
NAME PRINCIPAL BUSINESS ADDRESS
- ------------------------------------------ ---------------------------------------------------------------------
<S> <C>
R. Richard Ablon.......................... Ogden Corporation; 2 Pennsylvania Plaza, 25th Floor, N.Y., N.Y. 10121
Ralph E. Ablon............................ Ogden Corporation; 2 Pennsylvania Plaza, 26th Floor; N.Y., N.Y. 10121
David M. Abshire.......................... The Center for Strategic and International Studies; 1800 K Street
N.W., Suite 400; Washington, D.C. 20006
Anthony J. Bolland........................ Boston Ventures Management, Inc.; One Federal Street, 23rd Floor;
Boston, MA 02110-2003
Norman G. Einspruch....................... P.O. Box 248581; Coral Gables, Florida 33124
Jeffrey F. Friedman....................... Dreyfus Corporation; 200 Park Avenue; New York, New York 10166
Attallah Kappas........................... The Rockefeller University; 1230 York Avenue; New York, New York
10021
Terry Allen Kramer........................ Allen & Company; 711 Fifth Avenue; New York, New York 10022
Judith D. Moyers.......................... Public Affairs Television, Inc.; 356 west 58th Street; New York, New
York 10019
Homer A. Neal............................. University of Michigan; 4080 Fleming Administration Building; Ann
Arbor, Michigan 48109-1340
Stanford S. Penner........................ University of California at San Diego; 9500 Gilman Drive; LaJolla,
California 92093-0310
Fredrick Seitz............................ The Rockefeller University; 1230 York Avenue; New York, New York
10021
Robert E. Smith........................... Rosenman & Colin; 575 Madison Avenue, 20th Floor; New York, New York
10022
Helmut Volcker............................ Huyssenallee 82-84; 45128 Essen, Germany
Abraham Zaleznik.......................... Ocean Towers North Ocean Boulevard; Palm Beach, Florida 33480
</TABLE>
4
<PAGE>
(b) The following table sets forth the name and present principal occupation
or employment and the name, principal business and address of any corporation or
other organization in which such employment is carried on, of the officers and
other participants who may assist in soliciting proxies from Ogden's
stockholders. Unless otherwise indicated below, the principal business address
of each such person is Two Pennsylvania Plaza, New York, New York, 10121 and
such person is an employee of Ogden.
<TABLE>
<CAPTION>
PRESENT OFFICE OR OTHER
PRINCIPAL
NAME AND PRINCIPAL BUSINESS ADDRESS OCCUPATION OF EMPLOYMENT
- ------------------------------------------ ---------------------------------------------------------------------
<S> <C>
Peter Allen............................... Senior Vice President-Ogden
Rodrigo Arboleda(1)....................... Senior Vice President --Business Development-Latin America-Ogden
B. Kent Burton(2)......................... Vice President, Policy and Communications-Ogden
Peter Cain................................ Vice President, Finance and Treasurer-Ogden
Lynde H. Coit............................. Senior Vice President and General Counsel-Ogden
Robert M. DiGia........................... Vice President and Controller-Ogden
J. L. Effinger............................ Assistant Secretary-Ogden
Philip G. Husby........................... Senior Vice President and Chief Financial Officer
Scott G. Mackin(3)........................ Executive Vice President, Ogden, President and COO, Ogden Energy
Group
David L. Hahn............................. Senior Vice President, Aviation-Ogden
Quintin G. Marshall....................... Senior Vice President, Corporate Development-Ogden
Gary Perusse.............................. Senior Vice President, Risk Management-Ogden
Kathleen Ritch............................ Vice President and Secretary-Ogden
Bruce W. Stone(3)......................... Executive Vice President and Managing Director-Ogden Energy Group
</TABLE>
- ------------------------
(1) Ogden Services Corporation, 701 Brickell Avenue, Suite 2250, Miami, Florida
33131
(2) Ogden Energy Group, Inc., 1212 New York Avenue, Suite 300, Washington, D.C.,
20005
(3) Ogden Energy Group, Inc., 40 Lane Road, P.O. Box 2615, Fairfield, New Jersey
07007-2685
5
<PAGE>
METHOD AND COST OF SOLICITATION
In addition to the solicitation of proxies by use of the mails, proxies may
also be solicited by Ogden and its directors, officers and management-level
employees (who will receive no compensation therefor in addition to their
regular salaries and fees) by telephone, telegram, facsimile transmission and
other electronic communication methods or personal contact. Ogden will reimburse
banks and brokers who hold shares of Ogden's Common Stock in their name or
custody, or in the name of nominees for others, for their out-of-pocket expenses
incurred in forwarding copies of the proxy materials to those persons for whom
they hold such shares.
Ogden has retained D.F. King & Co. ("D.F. King") to assist in the
solicitation of proxies. Pursuant to Ogden's agreement with D.F. King, it will
provide various proxy advisory and solicitation services for Ogden at a cost not
to exceed $150,000, including the amount already disclosed in the Proxy
Statement, plus reasonable out-of-pocket expenses and indemnification against
certain liabilities. It is expected that D.F. King will use up to approximately
(40) persons in such solicitation.
Although no precise estimate can be made at this time, Ogden anticipates
that the aggregate amount to be spent by it in connection with the solicitation
of proxies will be approximately $600,000, plus reasonable out-of-pocket
expenses, of which approximately $100,000 has been incurred to date. This amount
includes expenditures for legal, postage, public relations, advertising,
printing and related expenses and the fees payable to D.F. King, but excludes
(i) the salaries and fees of officers, directors and employees of Ogden and (ii)
the normal expenses of an uncontested election. The aggregate amount to be spent
will vary depending on, among other things, any developments that may occur in
the proxy contest discussed herein.
6
