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DON'T SIGN PROVIDENCE'S GOLD PROXY
May 14, 1998
DEAR SHAREHOLDER:
PROVIDENCE CAPITAL, INC., HAS NOW LAUNCHED A COSTLY AND DISRUPTIVE PROXY
CONTEST TO ELECT ITS THREE DISSIDENT CANDIDATES TO OGDEN'S BOARD. The Providence
candidates have a minimal or no investment in Ogden and, in our opinion, the key
elements of Providence's program either have already been implemented by Ogden's
Board or are contrary to your best interests. In short, we see no good reason
why you would want Providence represented on your Company's Board. DO NOT SIGN
ANY GOLD PROXY CARD YOU MAY RECEIVE FROM PROVIDENCE. PLEASE SIGN, DATE AND MAIL
ONLY THE WHITE MANAGEMENT PROXY ENCLOSED WITH THIS LETTER.
A CLOSER LOOK AT PROVIDENCE'S "NON-PROGRAM"
In its attempt to get your vote, Providence offers you so-called
"suggestions for accelerating earnings growth." In your Board's opinion,
Providence's suggestions demonstrate a lack of understanding of your Company's
businesses and a failure or unwillingness to recognize the significant progress
already made by your Board. IN FACT, PROVIDENCE ADMITS IT HAS NOT PERFORMED AN
IN-DEPTH ANALYSIS OF THE RISKS ASSOCIATED WITH CERTAIN OF ITS SUGGESTIONS, AND
ACKNOWLEDGES THAT THEY COULD HAVE A NEGATIVE IMPACT ON OGDEN'S SHARE PRICE AND
NET EARNINGS.
Take a closer look:
1. Providence wants to focus Ogden's business operations and simplify Ogden's
corporate structure.
IN NOVEMBER 1995, YOUR BOARD ANNOUNCED THE REFOCUSING OF OGDEN INTO THREE GLOBAL
BUSINESSES: ENTERTAINMENT; AVIATION; AND ENERGY. SINCE THAT TIME, OGDEN HAS SOLD
BUSINESS LINES TO EXIT FROM LESS PROFITABLE AREAS AND TO FOCUS ON THE COMPANY'S
CORE BUSINESSES, GENERATING OVER $300 MILLION IN THE PROCESS. YOUR BOARD AND
MANAGEMENT CONSIDERS, ON A CONTINUING BASIS, OTHER CHANGES TO OGDEN'S CORPORATE
STRUCTURE WITH A VIEW TOWARD IMPROVING OGDEN'S EARNINGS. SHOULD FUTURE CHANGES
BECOME WARRANTED, YOUR BOARD WILL MAKE THEM.
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2. Providence states that Ogden should consider reducing or eliminating the
cash dividend in favor of a significant share repurchase program.
MONTHS BEFORE PROVIDENCE BOUGHT ITS FIRST SHARE OF OGDEN STOCK, YOUR BOARD HAD
AUTHORIZED A $100 MILLION SHARE REPURCHASE PROGRAM AS A DEMONSTRATION OF
CONFIDENCE IN OGDEN'S FUTURE. TO DATE, OVER $12 MILLION WORTH OF OGDEN STOCK HAS
BEEN PURCHASED PURSUANT TO THIS PROGRAM. YOUR BOARD IS CONCERNED THAT PROVIDENCE
WOULD SEEK TO ELIMINATE YOUR CASH DIVIDEND IN FAVOR OF A MUCH MORE MASSIVE AND,
THE BOARD BELIEVES, RISKY SHARE REPURCHASE PROGRAM, WHICH PROVIDENCE ADMITS
COULD RESULT IN A NEGATIVE IMPACT ON OGDEN'S EARNINGS, LIQUIDITY AND SHARE
PRICE.
3. Providence wants to recruit a new chairman and chief executive officer.
IN ATTACKING YOUR COMPANY'S CHIEF EXECUTIVE, PROVIDENCE FOCUSES ON A RECORD
BEGINNING IN 1990, BUT LARGELY IGNORES THE RECENT SIGNIFICANT PROGRESS ACHIEVED
BY OGDEN IN EARNINGS AND RETURN TO INVESTORS. FURTHERMORE, ALTHOUGH PROVIDENCE
CLAIMS OGDEN NEEDS A NEW CHIEF EXECUTIVE, IT OFFERS NO SUGGESTIONS FOR A
REPLACEMENT, NO HINT ON HOW LONG IT WOULD TAKE TO FIND ONE AND NO IDEA OF WHAT
WOULD HAPPEN TO OGDEN IN THE INTERIM.
4. Providence complains about Ogden's corporate governance and states its
candidates will align the interests of directors with shareholders.
OGDEN HAS ALREADY MADE SUBSTANTIAL CHANGES TO ITS CORPORATE GOVERNANCE
STRUCTURE. ALL BUT ONE OF THE INCUMBENT DIRECTORS ARE INDEPENDENT OUTSIDE
DIRECTORS, AND THE BOARD RECENTLY ADOPTED A MANDATORY RETIREMENT AGE, CREATED A
CORPORATE GOVERNANCE COMMITTEE AND ELIMINATED INTERLOCKING RELATIONS AND
CONSULTING FEES PAID TO DIRECTORS.
WE FAIL TO SEE HOW THE INTERESTS OF PROVIDENCE'S DISSIDENT CANDIDATES CAN BE
ALIGNED WITH YOURS WHEN THE ENTIRE PROVIDENCE SLATE OWNS A GRAND TOTAL OF ONLY
1,000 OGDEN SHARES, AND TWO OF PROVIDENCE'S CANDIDATES HAVE NOT SEEN FIT TO
INVEST ONE DIME IN OGDEN STOCK.
5. Providence proposes to "recommend tangible measures" to address the growth
in Ogden's expenses.
YOUR BOARD'S REFOCUSING EFFORTS HAVE RESULTED IN A 25% REDUCTION IN SG&A
EXPENSES OVER THE PAST TWO FISCAL YEARS. DURING THE SAME PERIOD, NET INCOME
INCREASED TO $75.7 MILLION IN FISCAL 1997 FROM $7.4 MILLION IN FISCAL 1995. YOUR
BOARD FINDS IT DISINGENUOUS FOR PROVIDENCE TO COMPLAIN ABOUT OGDEN'S EXPENSES,
HAVING SOUGHT PREVIOUSLY TO EXTRACT $600,000 PER YEAR FROM OGDEN'S TREASURY FOR
"EXCLUSIVE INVESTMENT BANKING SERVICES," AND NOW PROMISING TO SEEK REIMBURSEMENT
FOR UP TO $300,000 IN PROXY CONTEST EXPENSES.
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YOUR BOARD HAS EARNED YOUR SUPPORT
The Board believes that your Company's refocusing program, the advances in
corporate governance and the reconstitution of Ogden's Board have positioned
Ogden for a bright future and have already begun to pay dividends for Ogden's
shareholders. SINCE THE IMPLEMENTATION OF THE REFOCUSING PROGRAM IN JANUARY
1997, OGDEN HAS:
- - PROVIDED SHAREHOLDERS WITH A TOTAL RETURN OF 62.6% -- FAR OUTPERFORMING THE
S&P 500
- - REPORTED EARNINGS GROWTH OF 16% IN 1997
YOUR BOARD BELIEVES YOUR OWN BEST INTERESTS WILL BE SERVED, NOT THROUGH THE
VAGUE PLAN OF AN UNTESTED OPPOSITION GROUP, BUT BY CONTINUING YOUR BOARD'S
SUCCESSFUL STRATEGY WHICH IS PRODUCING RESULTS FOR SHAREHOLDERS. SUPPORT YOUR
BOARD BY SIGNING, DATING AND MAILING THE ENCLOSED WHITE MANAGEMENT PROXY TODAY.
Since the Annual Meeting is only a few days away, it is important to act
promptly.
Thank you.
ON BEHALF OF THE BOARD OF DIRECTORS
Sincerely,
[LOGO]
R. RICHARD ABLON
CHAIRMAN OF THE BOARD, PRESIDENT AND
CHIEF EXECUTIVE OFFICER
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IMPORTANT
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
