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SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [x]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ ] Definitive Additional Materials
[x] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
.............................. OGDEN CORPORATION ...............................
(Name of Registrant as Specified In Its Charter)
........................... PROVIDENCE CAPITAL, INC. ...........................
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
............................................................................
2) Aggregate number of securities to which transaction applies:
............................................................................
3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11: (Set forth the amount on which the filing fee is
calculated and state how it was determined)
............................................................................
4) Proposed maximum aggregate value of transaction:
............................................................................
5) Total fee paid:
............................................................................
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
............................................................................
2) Form, Schedule or Registration Statement No.:
............................................................................
3) Filing Party:
............................................................................
4) Date Filed:
............................................................................
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PROVIDENCE CAPITAL CONTINUES TO SEEK CHANGE AT OGDEN.
Providence Capital responded today to proxy materials filed yesterday by Ogden
Corporation (NYSE:OG) with the SEC. Providence is seeking to elect its three
nominees to the Ogden board in opposition to three of management's candidates at
the company's annual meeting currently scheduled for May 20, 1998.
Herbert Denton, president of Providence Capital, commented, "Ogden's statement
fails to address the critical issues facing Ogden's shareholders. In
Providence's opinion, this Board of Directors and its long-time Chief Executive
Officer have compiled an eight-year track record of failure:
o failure to implement a consistent business strategy.
o failure to consistently deliver increased value for Ogden's
shareholders.
o failure to properly allocate capital.
o failure to promote a sensible corporate structure for the Company.
o failure to divest a low-growth Waste-to-Energy business.
o failure to adopt corporate governance policies which are favorable to
shareholders.
"Providence believes that mangagement's eight-year track record is best
summarized in the performance of Ogden's stock price. Ogden's closing share
price on May 31, 1990, shortly after Richard Ablon's appointment as CEO, was
$25.75 per share. Ogden's stock price was trading at that level as recently as
February 2, 1998, and, up until this year, had rarely exceeded that price on a
consistent basis at any time during R. Richard Ablon's eight year regime. In our
opinion, this performance calls for change."
"Providence Capital's three director nominees, Rober J. Slater, Lawrence G.
Schafran, and Michael G. Conroy, have substantial business and public board
experience. If elected, our nominees will seek to foster changes to improve
Ogden's growth, profitability, and long-term business values. Providence is
confident that these changes would give Ogden's shareholders a better chance of
improving their return on investment."
Providence Capital asks Ogden shareholders not to vote management's proxy until
they have had the opportunity to review Providence's materials, which are
expected to be mailed in early May.
Providence Capital is a NASD-registered broker-dealer and investment management
firm with special expertise in corporate governance and shareholder matters.
Providence Capital has been successful in placing directors on the boards of
California Microwave, Inc., Chic by H.I.S., Inc., COMSAT Corporation, and Mesa
Air Group, Inc.
Providence Capital, Inc. and other participants own a total of 41,000 shares of
common stock of Ogden.
For a copy of the company's preliminary materials, shareholders may contact
Providence Capital at 212/888-3200 or MacKenzie Partners, Inc. toll-free at
800/322-2885.
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ADDITIONAL INFORMATION REGARDING THE NOMINEES
Current ownership interests in securities of the Company of the Nominees and
their Associates.
Name of Nominee Number and Class
of Shares Owned
Michael G. Conroy None
International Herald Tribune
850 3rd Avenue, 10th Floor
New York, NY 10022
Larry G. Schafran None
OG Schafran & Associates
54 Riverside Drive
Apt. 14B
New York, NY 10024
Robert J. Slater 1,000 shares of Common Stock
Jackson Consulting
Wahackme Road
New Canaan, CT 06840
None of the associates of any of the Nominees owns any securities of the
Company, other than the indirect interest of Lynn Hecht Schafran, the wife of
Larry G. Schafran, in the 30,000 shares of Common Stock of the Company owned
directly by Providence Investors. Ms. Schafran has a less than 2% interest in
Providence Investors.
2
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ADDITIONAL INFORMATION REGARDING OTHER PARTICIPANTS
Name, principal occupation or Number and Class
business, business address of Shares Owned
Providence Capital, Inc. 10,000 shares of Common Stock
Broker-Dealer Firm
730 Fifth Avenue, Suite 2102
New York, NY 10019
Herbert A. Denton 40,000 shares of Common Stock
President, Chief Executive Officer (10,000 shares through Providence,
Providence Capital, Inc. as to which Mr. Denton has sole
730 Fifth Avenue, Suite 2102 voting and investment power and
New York, NY 10019 30,000 shares through Providence
Investors LLC, a private
investment fund located at 730
Fifth Avenue, New York, New
York 10019, as to which Mr.
Denton shares voting and
investment power with Mr. Morey
as a managing member).
William Tapert None
Managing Director
Providence Capital Inc.
730 Fifth Avenue, Suite 2102
New York, NY 10019
Adam Weiss None
Vice President
Providence Capital Inc.
730 Fifth Avenue, Suite 2102
New York, NY 10019
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Gregory Morey 30,000 shares of Common Stock
Managing Member (through Providence Investors,
Providence Investors, LLC LLC, as to which Mr. Morey
730 Fifth Avenue, Suite 2102 shares voting and investment
New York, NY 10019 power with Mr. Denton as a
managing member).
Pacific Equity Limited None
12th Floor
Dina House
Duddell Street
Hong Kong
4
