<PAGE>
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
[X] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 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:
---------------------------------------------------------------------
<PAGE>
4) Date Filed:
---------------------------------------------------------------------
<PAGE>
Leading Proxy Advisory Firm Recommends Vote for Providence Capital's Nominees in
Ogden Proxy Contest
New York -- (BUSINESS WIRE) -- May 13, 1998 -- Providence Capital Inc.
announced today that Institutional Shareholder Services (ISS), has recommended
that its clients vote FOR Providence Capital's nominees and AGAINST
management's candidates for election to the board of Ogden Corp. (NYSE:OG -news)
at the company's annual meeting currently scheduled for Wednesday, May 20,
in Orlando, Fla.
In an 18-page analysis published May 12, ISS supported Providence's slate,
citing
o "the company's need to revitalize the board by adding directors with
management and board experience..."
o "None of the ten outside (Ogden) directors have served in a senior
management position with a publicly held company."
o "We (ISS) believe that Providence's nominees can contribute more to
the board because of their experience and can provide better
oversight of management."
o "We (ISS) also believe that Providence's nominees will put pressure
on management and the board to continue improving shareholder
returns and corporate governance, by among other things, repealing
the classified board structure."
Herbert Denton, president of Providence Capital, commented, "We are gratified
that our nominees have received the endorsement of a completely independent,
third-party, advisory firm. In my view, this is a clear indication of the
compelling experience and independence of our slate."
Providence Capital also announced that it has commenced mailing proxy
materials to Ogden shareholders today. Shareholders seeking a copy of the
Providence Capital proxy materials or who have questions about how to vote
their shares to support the Providence nominees are urged to contact
Providence Capital at 212/888-3200 or MacKenzie Partners Inc. at 800/322-2885.
ISS is a leading, independent proxy advisory firm in Bethesda, MD. that
provides voting recommendations for proxy contests, corporate governance
proposals and other shareholder related issues. ISS clients include many of
the largest public and corporate pension funds and investment managers in the
United States.
Providence Capital is a NASD-registered broker-dealer and investment
management firm with special expertise in corporate governance and shareholder
rights matters. Providence Capital
<PAGE>
has been successful in placing directors on the boards of California Microwave
Inc., Chic by H.I.S., COMSAT Corp., and Mesa Air Group Inc.
Contact:
Providence Capital Inc.
Adam Weiss, 212/888-3200
or
MacKenzie Partners Inc.
Stan Kay, 212/929-5940