OGDEN CORP
DEFA14A, 1998-05-14
AIRPORTS, FLYING FIELDS & AIRPORT TERMINAL SERVICES
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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 /X/
    Filed by a party other than the Registrant / /
 
    Check the appropriate box:
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         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
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                (Name of Registrant as Specified In Its Charter)
 
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    (Name of Person(s) Filing Proxy Statement, if other than the Registrant)
 
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<PAGE>


     THIS ADDITIONAL DEFINITIVE PROXY MATERIAL IS BEING REFILED DUE TO THE
     FAILURE TO INCLUDE THE FOREGOING SCHEDULE 14A INFORMATION COVER
     PAGE IN THE ORIGINAL FILING OF THIS MATERIAL ON MAY 13, 1998.



OGDEN                                                       Quintin G. Marshall
Two Pennsylvania Plaza, New York, NY 10121           [email protected]
                                                          Phone: (212) 868-5421
                                                            Fax: (212) 868-3558
                                                              www.ogdencorp.com

FOR IMMEDIATE RELEASE
                     Ogden Calls ISS Recommendation "Bizarre"

     NEW YORK, N.Y., MAY 13, 1998--Ogden Corporation announced today that it 
had reviewed the voting recommendation of institutional Shareholder Services, 
Inc. (ISS), regarding the proxy contest for directors being waged against 
Ogden by Providence Capital, Inc., and believes ISS' conclusions are 
contradictory and bizarre.

     In commenting on the ISS report, R. Richard Ablon, Chairman and Chief 
Executive Officer of Ogden Corporation stated, "We are at a loss to 
understand ISS' logic. They credit the Ogden Board's refocusing program for 
the "tremendous" returns on Ogden stock, and they reject Providence's entire 
platform, except for one element - the election of the Providence dissident 
candidates." To quote ISS' own words, "In our opinion, management has a clear 
strategy for improving returns and seems to have the company headed in the 
right direction. Therefore, we do not believe many of the changes suggested by 
Providence are warranted." Mr. Ablon continued, "On the one hand, ISS credits 
Ogden Management for the Company's recent performance and future direction. 
On the other hand, it endorses a change in the same management, since a vote 
for Providence is essentially a vote to remove Ogden's Chairman and Chief 
Executive Officer. It just doesn't add up."

     Mr. Ablon concluded, "We encourage ISS' clients to study the report 
carefully, but to draw their own conclusions rather than blindly follow ISS' 
recommendation. We think ISS' findings clearly endorse the actions of Ogden's 
Board and Management."

     Ogden Corporation (NYSE: OG) is a global corporation focused on three 
business areas - Entertainment, Aviation and Energy. The Entertainment group 
has interests in themed and location-based attractions; food and beverage 
concessions; venue management; large format films and theatres; music, live 
theatre and video production. The Aviation group provides ground and cargo 
handling; passenger services; fueling; and airport infrastructure development 
and management. The Energy group develops, owns and operates independent 
power facilities and provides related infrastructure services.

     Additional information on the company can be obtained via the Internet, 
at www.ogdencorp.com, or toll-free (888) 643-3612.

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