<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
[ ] 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:
......................................................................
<PAGE>
PROVIDENCE CAPITAL RESPONDS TO OGDEN'S COMMENTS REPORTED IN WALL STREET JOURNAL
May 12, 1998: Providence Capital responded to comments made by Ogden
Corporation's representatives in the Wall Street Journal's "Heard on the
Street" column published today (WSJ, C4, col. 3), relating to
Providence's efforts to elect its three nominees to the Ogden Board in
opposition to three of management's candidates.
Providence is pleased that Ogden has publicly acknowledged, in
statements attributed by the WSJ to Quinton Marshall, an Ogden officer,
that "management is `not happy with the eight-year track record'" and
that Ogden's conglomerate structure has needed to be reworked. Providence
notes that the eight years to which Ogden's representative made reference
corresponds with R. Richard Ablon's tenure as CEO of the company.
Providence's nominees will seek to foster changes to improve
Ogden's growth and business values. Specifically, among other things,
Providence's director nominees will ask that the Board seriously
consider:
o The repurchase of a significant number of Ogden's shares
with available cash to improve capital allocation.
Providence believes that share buybacks are, on the whole,
a better, more flexible method for returning value to
shareholders than dividend payments.
o The spinoff or sale of Ogden's admittedly low-growth
waste-to-energy business. In Providence's opinion, the
sale or spin-off of the WTE business could positively
impact Ogden's risk profile and growth potential.
o The appointment of a new Chairman and Chief Executive
Officer. In Providence's view, Mr. R. Richard Ablon has
failed to demonstrate the leadership that Ogden needs and
that its shareholders deserve during his eight-year
tenure.
Finally, Providence is appalled that Ogden appears to continue
to mischaracterize Providence's motives in this contest. The Wall Street
Journal reports Ogden officials as saying that "Providence offered to
give up the fight in exchange for a $50,000 per month retainer fee under
a proposed investment banking arrangement . . . " (WSJ, May 12, 1998, C4,
col. 3). Providence has previously warned Ogden and its directors that
similar statements are entirely without factual foundation and an attempt
to distract Ogden's shareholders from the critical business issues in
this contested election. In fact, Providence has stated in its proxy
materials that in light of its role in this contest, it will not make
itself available to act as a financial advisor to the company if any of
its three nominees are elected.
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
tomorrow.
<PAGE>
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.
For a copy of the company's proxy 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
400 East 56th Street
New York, NY 10022
Larry G. Schafran None
LG 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 Lynn Hecht Schafran, the wife of Larry G. Schafran,
who owns 1,000 shares of Ogden common stock directly and who holds an
indirect interest 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. Mr. Schafran disclaims beneficial
ownership of the shares owned directly or indirectly by his wife.
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
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 a 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
Gregory Morey 30,000 share of Common Stock
Vice President (through Providence Investors,
Providence Capital, Inc. LLC, as to which Mr. Morey shares
730 Fifth Avenue, Suite 2102 voting and investment power with
New York, NY 10019 Mr. Denton as a managingmember).
Pacific Equity Limited None
12th Floor
Dina House
Duddell Street
Hong Kong
