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PRELIMINARY COPY
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:
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[ ] 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:
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2) Form, Schedule or Registration Statement No.:
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3) Filing Party:
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4) Date Filed:
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PROVIDENCE CAPITAL ASKS OGDEN TO ELABORATE ON BREAK-UP COMMENT
New York May 4, 1998: Providence Capital responded today to the first quarter
conference call hosted by Ogden Corporation (NYSE: OG) on April 29, 1998.
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.
During the conference call, in response to a question, Ogden's Senior
Vice President for Corporate Development stated that "we've [Odgen] said, at
some time, it will make sense to break-up this company. . ."
To Providence's knowledge, based upon a review of the past eight Ogden
Corp. annual reports and Ogden's 96-page analyst presentation delivered in March
1998, there is no previous public record of any suggestion by Ogden that a
"break-up" of the company at some future date would be appropriate.
In fact, Ogden's long-standing strategy of maintaining a complicated
conglomerate structure was one of the main issues that led Providence to seek to
unseat three of Ogden's directors at the upcoming annual meeting. As noted in
its preliminary proxy materials, Providence's nominees are committed to
exploring ways to simplify Ogden's corporate structure, including possibly
selling or spinning off one or more of the company's business segments.
Providence believes that Ogden has a responsibility to publicly confirm
whether it does, in fact, believe that the company should ultimately be
broken-up and to elaborate on any plans it may have in this regard.
In Providence's view, if Ogden's present management does believe that
the company should be broken-up, Ogden should be articulating to shareholders
when and how the company foresees this break-up happening.
Providence Capital asks Ogden shareholders not to vote management's
proxy until they have had the opportunity to review Providence's definitive
materials, which are expected to be available 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 in Providence's
solicitation own a total of 41,000 shares of common stock of Ogden.
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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.
ADDITIONAL INFORMATION REGARDING THE NOMINEES
Current ownership interests in securities of Ogden of the nominees and their
associates.
Number and Class
Name of Nominee of Shares Owned
Michael G. Conroy None
International Herald Tribune
850 3rd Avenue, 10th Floor
New York, NY 10022
Larry G. Schafran 1,000 shares of Common Stock
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.
ADDITIONAL INFORMATION REGARDING OTHER PARTICIPANTS
Name, principal occupation
or business,
business address Number and Class of Shares Owned
Providence Capital, Inc. 10,000 shares of Common Stock
Broker-Dealer Firm
730 Fifth Avenue, Suite 2102
New York, NY 10019
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Herbert A. Denton 40,000 shares of Common Stock (10,000
President, Chief Executive Officer shares through Providence as to which Mr.
Providence Capital, Inc. Denton has a sole voting and investment
730 Fifth Avenue, Suite 2102 power and 30,000 shares through
New York, NY 10019 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
Gregory Morey 30,000 share of Common Stock (through
Vice President Providence Investors, LLC, as to which
Providence Capital, Inc. Mr. Morey shares voting and investment
730 Fifth Avenue, Suite 2102 power with Mr. Denton as a managing
New York, NY 10019 member).
Pacific Equity Limited None
12th Floor
Dina House
Duddell Street
Hong Kong
