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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
OGDEN CORPORATION
- --------------------------------------------------------------------------------
(Name of Issuer)
Shares of Common Stock, par value $0.50 per share
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(Title of Class of Securities)
676346109
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(CUSIP NUMBER)
Fir Tree Partners
535 Fifth Avenue
31st Floor
New York, New York 10017
Tel. No.: (212) 599-0090
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Eliot D. Raffkind, P.C.
Akin, Gump, Strauss, Hauer & Feld, LLP
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4675
(214) 969-2800
October 26, 1999
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[ ]
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934, as amended ("Act"), or otherwise subject to the liabilities of that
section of the Act but shall be subject to all other provisions of the Act.
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CUSIP No. 676346109 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Fir Tree, Inc. d/b/a Fir Tree Partners
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF
A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER 2,777,100
SHARES
BENEFICIALLY 8 SHARED VOTING POWER 0
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER 2,777,100
REPORTING
PERSON WITH 10 SHARED DISPOSITIVE POWER 0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,777,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.6%
14 TYPE OF REPORTING PERSON*
CO, IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
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SCHEDULE 13D
This Schedule 13D (the "Schedule 13D") is being filed on behalf of Fir
Tree, Inc., a New York corporation, doing business as Fir Tree Partners ("Fir
Tree Partners"), and Mr. Jeffrey Tannenbaum ("Mr. Tannenbaum"), the sole
shareholder, executive officer, director, and principal, relating to shares of
Common Stock of Ogden Corporation (the "Issuer").
This Schedule 13D relates to shares of Common Stock of the Issuer (the
"Common Stock") purchased by Fir Tree Partners for the account of (i) Fir Tree
Value Fund, L.P. ("Fir Tree Value Fund"), of which Mr. Tannenbaum is the general
partner, (ii) Fir Tree Institutional Value Fund, L.P. ("Fir Tree
Institutional"), of which Mr. Tannenbaum is a member of the general partner, and
(iii) Fir Tree Value Partners LDC ("Fir Tree LDC"), of which Mr. Tannenbaum acts
as investment advisor.
ITEM 1. SECURITY AND ISSUER
Securities acquired: Shares of Common Stock, par value
$0.50 per share
Issuer: Ogden Corporation
Two Pennsylvania Plaza
New York, NY 10121
Tel. No. (212) 868-6100
ITEM 2. IDENTITY AND BACKGROUND
Fir Tree, Inc., a New York corporation, doing business as Fir Tree
Partners, provides investment management services to private individuals and
institutions, and is located at 535 Fifth Avenue, 31st Floor, New York, NY
10017. Mr. Tannenbaum is the sole shareholder, executive officer, director and
principal of Fir Tree Partners. Mr. Tannenbaum's principal occupation is
investment management and he is a United States citizen. His business address is
Fir Tree Partners, 535 Fifth Avenue, 31st Floor, New York, NY 10017. Neither Fir
Tree Partners nor Mr. Tannenbaum has been convicted in a criminal proceeding
during the last five years. Neither Fir Tree Partners nor Mr. Tannenbaum is and
during the past five years was a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result thereof, subject
to any judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
As of November 5, 1999, Fir Tree Partners had invested (i) $18,716,140
in shares of Common Stock through Fir Tree Value Fund, (ii) $6,509,349 in shares
of Common Stock through Fir Tree Institutional and (iii) $1,898,185 in shares of
Common Stock through Fir Tree LDC, all as described in Item 5 below. The source
of these funds was the working capital of each of Fir Tree Value Fund, Fir Tree
Institutional and Fir Tree LDC, as the case may be.
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ITEM 4. PURPOSE OF THE TRANSACTION
Fir Tree Partners and Mr. Tannenbaum acquired shares of Common Stock
for portfolio investment purposes, and do not have any present plans or
proposals that relate to or would result in any change in the business,
policies, management, structure or capitalization of the Issuer, but Fir Tree
Partners and Mr. Tannenbaum reserve the right to consider or make such plans
and/or proposals in the future. Fir Tree Partners and Mr. Tannenbaum reserve the
right to acquire, or dispose of, additional securities of the Issuer, in the
ordinary course of business, to the extent deemed advisable in light of its
general investment and trading policies, market conditions or other factors. Fir
Tree Partners may contact the Issuer, other shareholders and/or third parties
regarding potential strategies to increase shareholder value. Other than as
described above, neither Fir Tree Partners nor Mr. Tannenbaum has present plans
or proposals that would result in or relate to any matters listed in
subparagraphs (a) - (j) of Item 4 of the Special Instructions for Complying With
Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of November 5, 1999, Fir Tree Partners and Mr. Tannenbaum are
beneficial owners of 2,777,100 shares of Common Stock of the Issuer or 5.6% of
the shares outstanding. The 2,777,100 shares described above are beneficially
owned by Fir Tree Partners and Mr. Tannenbaum for the account of Fir Tree Value
Fund, Fir Tree Institutional or Fir Tree LDC, as the case may be.
The number of shares beneficially owned by Fir Tree Partners and Mr.
Tannenbaum and the percentage of outstanding shares represented thereby have
been computed in accordance with Rule 13d-3 under the Act. The percentage of
beneficial ownership of Fir Tree Partners and Mr. Tannenbaum on November 5,
1999, is based on 49,218,532 outstanding shares of Common Stock as of June 30,
1999, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the
Securities and Exchange Commission on August 16, 1999.
(b) Fir Tree Partners and Mr. Tannenbaum for the account of each of Fir
Tree Value Fund, Fir Tree Institutional and Fir Tree LDC have the power to vote
and dispose of the shares of Common Stock held by each such entity.
(c) The transactions in the Issuer's securities by Fir Tree Partners
during the last sixty days are listed as Annex A attached hereto and made apart
hereof.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Not Applicable.
Item 7. MATERIAL TO BE FILED AS EXHIBITS
Not Applicable.
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ANNEX A
<TABLE>
<CAPTION>
Transaction Buy/ Quantity Price per
Date Sell (shares) Share ($)
----------- --------- --------- ---------
<S> <C> <C> <C>
10/6/99 Buy 54,000 10.00
10/7/99 Buy 37,500 10.00
10/7/99 Buy 20,000 9.94
10/7/99 Buy 24,800 9.98
10/8/99 Buy 1,627,300 10.00
10/11/99 Buy 20,000 10.00
10/11/99 Buy 32,100 9.94
10/12/99 Buy 70,000 9.88
10/12/99 Buy 20,000 9.81
10/13/99 Buy 75,000 9.91
10/13/99 Buy 300,000 9.88
10/14/99 Buy 125,000 9.25
10/25/99 Buy 30,000 8.79
10/26/99 Buy 28,600 8.62
10/26/99 Buy 12,500 8.60
10/27/99 Buy 139,400 8.60
10/27/99 Buy 20,000 8.63
10/28/99 Buy 40,000 8.59
10/28/99 Buy 23,800 8.56
10/29/99 Buy 57,100 8.88
11/01/99 Buy 20,000 8.87
----------
2,777,100
==========
</TABLE>
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: November 5, 1999
Fir Tree, Inc. d/b/a/ Fir Tree Partners
By: /S/JEFFREY TANNENBAUM
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JEFFREY TANNENBAUM, President
/S/JEFFREY TANNENBAUM
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JEFFREY TANNENBAUM, President
