SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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Amendment No. 1
to
Form 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Ogden Corporation
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(Exact name of registrant as specified in its charter)
Delaware 13-5549268
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(State of incorporation (IRS Employer
or organization) Identification No.)
Two Pennsylvania Plaza
New York, New York 10121
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(Address of principal executive offices) (Zip Code)
Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
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Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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Item 1. Description of Registrant's Securities to be Registered.
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OGDEN CORPORATION
SUMMARY OF RIGHTS TO PURCHASE PREFERRED STOCK
On September 28, 2000 (the "Amendment Date"), Ogden
Corporation (the "Company") entered into an Amended and Restated Rights
Agreement (the "Rights Agreement") between the Company and The Bank of New York
(the "Rights Agent"), pursuant to which the terms of the outstanding rights (the
"Rights") previously issued were amended. The Rights are currently evidenced (on
the basis of one right for each outstanding share) by the existing certificates
for outstanding shares of Common Stock of the Company (the "Common Stock") and
are not exercisable and do not trade separately from such shares. This Summary
describes the rights as so amended.
Each Right, when exercisable, will entitle the registered
holder to purchase from the Company one one-hundredth of a share of the
Company's Cumulative Participating Preferred Stock, par value $1.00 per share
(the "Preferred Stock"), at a price of $80 per one one-hundredth of a share (the
"Purchase Price"), subject to adjustment.
Until the close of business on the earliest of (i) the tenth
day after a public announcement that (A) a person or group of affiliated or
associated persons has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock of the
Company (other than pursuant to a tender offer for all outstanding shares of
Common Stock at the price and on terms approved by the Board of Directors)
subsequent to October 2, 2000 or (B) a person or group of affiliated or
associated persons who, on October 2, 2000, was the beneficial owner of 15% or
more of the outstanding shares of Common Stock, and who has acquired more than
an additional 1% of the outstanding shares of Common Stock (other than pursuant
to a tender offer for all outstanding shares of Common Stock at the price and on
terms approved by the Board of Directors) (each, an "Acquiring Person"); (ii)
the tenth day (or such later day as may be determined by action of the Board of
Directors of the Company prior to such time as any person becomes an Acquiring
Person) after the date of the commencement of, or the first public announcement
of the intent of any person (other than the Company or any Subsidiary) to
commence (which intention to commence remains in effect for five business days
after such announcement) a tender or an exchange offer by any person (other than
the Company or any of its Subsidiaries) to acquire (when added to any shares as
to which such person is the beneficial owner immediately prior to such
commencement) beneficial ownership of 15% or more of the issued and outstanding
shares of Common Stock; and (iii) the tenth day (or such later day as may be
determined by action of the Board of Directors of the Company prior to such time
as any person becomes an Acquiring Person) after the filing by any Person (other
than the Company or any of its Subsidiaries) of a registration statement under
the Securities Act of 1933, as amended, with respect to a contemplated exchange
offer to acquire (when added to any shares as to which such person is the
beneficial owner immediately prior to such filing) beneficial ownership of 15%
or more of the issued and outstanding shares of Common Stock (the earliest of
such dates being called the "Distribution Date"), the Rights will be evidenced,
with respect to any of the Company's Common Stock certificates outstanding as of
the Record Date, by such Common Stock certificate and this Summary.
The Rights Agreement provides that, until the Distribution
Date, the Rights will be transferred with and only with the Common Stock. New
Common Stock certificates issued after the Record Date upon transfer or new
issuance of the Common Stock will contain a notation incorporating the Rights
Agreement by reference. Until the Distribution Date, the surrender for transfer
of any of the Common Stock certificates outstanding as of the date of the Rights
Agreement (whether or not containing a notation contemplated by the original
Rights Agreement dated September 20, 1990) will also constitute the transfer of
the Rights associated with the Common Stock represented by such certificate and
the number of Rights associated with each share of Common Stock shall be
proportionately adjusted in the event of any dividend in Common Stock on the
Common Stock or subdivision, combination or reclassification of the Common Stock
(except as otherwise provided in the Rights Agreement). As soon as practicable
following the Distribution Date, separate certificates evidencing the Rights
("Right Certificates") will be mailed to holders of record of the Common Stock
as of the close of business on the Distribution Date and such separate
certificates alone will evidence the Rights.
The Rights are not exercisable until the Distribution Date.
The Rights will expire on October 2, 2010, unless earlier redeemed by the
Company as described below. A committee of independent directors of the Company
will review the Rights Agreement at least once every two years and recommend to
the Company's Board whether the Plan should be amended or the Rights redeemed.
The Purchase Price payable, and the number of shares of Common
Stock or other securities or property issuable, upon exercise of the Rights are
subject to adjustment from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of the
Preferred Stock or the Common Stock, (ii) upon the grant to holders of Preferred
Stock of certain rights or warrants to subscribe for shares of Preferred Stock
or convertible securities at less than the current market price of the Preferred
Stock or (iii) upon the distribution to holders of Preferred Stock of evidences
of indebtedness or assets (excluding regular periodic cash dividends or
dividends payable in Preferred Stock) or of subscription rights or warrants
(other than those referred to above).
In the event that any person becomes an Acquiring Person, the
Rights Agreement provides that proper provision would be made so that each
holder of a Right, other than the Acquiring Person and certain of its
transferees (whose Rights would thereafter be null and void), would thereafter
have the right to receive upon exercise of a Right, that number of shares of the
Common Stock having a market value of two times the exercise price of the Right.
In the event that, at any time after the Rights become exercisable, the Company
is acquired in a merger or other business combination, proper provision shall be
made so that each holder of a Right, other than the Acquiring Person and certain
of its transferees (whose Rights would thereafter be null and void), shall
thereafter have the right to receive, upon the exercise thereof at the then
current exercise price of the Right, that number of shares of common stock of
the surviving company (or its parent company or other controlling entity) which
at the time of such transaction would have a market value of two times the
exercise price of the Right.
At any time after the Rights become exercisable and prior to
the time that any person or group becomes the beneficial ownership of 50% or
more of the outstanding Common Stock, the Board of Directors may exchange the
Rights (other than Rights held by any Acquiring Person or its transferees, which
would thereafter be null and void) for Common Stock at a ratio of one share of
Common Stock per Right, appropriately adjusted to reflect any stock split, stock
dividend or similar transaction occurring after the date hereof.
Preferred Stock purchasable upon exercise of the Rights will
not be redeemable. Each share of Preferred Stock will be entitled to a minimum
preferential quarterly dividend payment of $1 but will be entitled to an
aggregate dividend of 100 times the dividend declared per share of Common Stock.
In the event of liquidation, the holders of the Preferred Stock will be entitled
to a minimum preferential liquidation payment of $40 per share. Each share of
Preferred Stock will have one hundred votes, voting together with the Common
Stock. Finally, in the event of any merger, consolidation or other transaction
in which shares of Common Stock are exchanged, each share of Preferred Stock
will be entitled to receive 100 times the amount received per share of Common
Stock. These rights are protected by customary antidilution provisions.
Because of the nature of the Preferred Stock's dividend and
liquidation rights, the value of the one one-hundredth interest in a share of
Preferred Stock purchasable upon exercise of each Right should approximate the
value of one share of Common Stock.
With certain exceptions, no adjustment in the Purchase Price
will be required until cumulative adjustments require an adjustment of at least
1% in such Purchase Price. No fractional shares (other than fractions that are
integral multiples of one one-hundredth) will be issued and, in lieu thereof, an
adjustment in cash will be made based on the market price of the Preferred Stock
on the last trading date prior to the date of exercise.
At any time prior to the close of business on the date that
Rights holders become entitled to purchase Common Stock of the Company with a
market value of twice the Purchase Price (as described above), the Company may
redeem the Rights in whole, but not in part, at a price of $.01 per Right
(payable in cash, shares of Common Stock or other consideration), appropriately
adjusted to reflect any stock split, stock dividend or similar transaction
occurring after the date hereof (the "Redemption Price"). Immediately upon the
action of the Board of Directors of the Company electing to redeem the Rights,
the right to exercise the Rights will terminate and the only right of the
holders of Rights will be to receive the Redemption Price.
Until a Right is exercised, the holder thereof, as such, will
have no rights as a stockholder of the Company, including, without limitation,
no right to vote or to receive dividends.
At any time prior to the time that an Acquiring Person has
become such, the Company may amend the Rights Agreement and the terms of the
Rights in any manner deemed necessary or desirable. Thereafter, the Rights
Agreement and the terms of the Rights may be amended by the Company under
certain circumstances, but not in any manner that adversely affects the
interests of the holders of the Rights (other than an Acquiring Person).
A copy of the Rights Agreement is being filed with the
Securities and Exchange Commission as an Exhibit to a Registration Statement on
Form 8-A. A copy of the Rights Agreement will be available free of charge from
the Company. This summary description of the Rights does not purport to be
complete and is qualified in its entirety by reference to the Rights Agreement,
which is incorporated herein by reference.
<PAGE>
Item 2. Exhibits.
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1. Amended and Restated Rights Agreement dated as of September 28,
2000 between Ogden Corporation The Bank of New York, as Rights
Agent.
2. Press Release of the Company dated September 29, 2000.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
OGDEN CORPORATION
Dated: September 29, 2000 By: /s/ Scott G. Mackin
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Scott G. Mackin
President and Chief Executive
Officer
