OGDEN Logo
at Kekst and Company
212-521-4800
or:
Raymond E. Dombrowski
Ogden Corporation
212-868-6000
FOR IMMEDIATE RELEASE
OGDEN CORPORATION EXTENDS AND AMENDS
SHARE PURCHASE RIGHTS PLAN
NEW YORK, September 29, 2000 -- Ogden Corporation (NYSE: OG) announced today
that its Board of Directors has extended the Ogden Shareholder Rights Plan for
an additional 10 years and made certain other amendments to the Plan, including
the adoption of a Two Year Independent Director Evaluation (or "TIDE")
provision. Under the TIDE provision, a committee of independent directors of the
Ogden Board will review the amended Rights Plan every two years to determine and
advise the Board as to whether its continuation is in the best interests of the
Company and its shareholders. The Rights Plan, originally adopted in September
1990, will now expire on October 2, 2010.
George L. Farr, Ogden's Chairman of the Board, stated, "The Board has an
announced strategic plan to deliver value to Ogden's shareholders as a pure-play
energy company, and we believe that continuing to have the Rights Plan will be a
useful tool in helping Ogden complete its restructuring and strategic goals. The
purpose of extending the Plan is to ensure that all of our shareholders receive
fair and equal treatment in the event of any future takeover proposal for the
Company, guard against unfair or coercive takeover tactics and enhance the
ability of the Board to maximize shareholder value. The Board also believes we
should have independent directors review the Plan periodically to assure that it
is serving its intended purpose, and thus we have adopted the two year review
period set forth in the TIDE provision."
Under the Plan, each certificate for outstanding shares of Ogden common stock
currently represents, and will continue to represent, an equal number of Rights,
which Rights are not currently exercisable. As a result of the amendment, if a
third party or group acquires 15% or more of Ogden Corporation common stock
(other than pursuant to a tender offer for all outstanding shares on terms
approved by the Board of Directors), the Rights will become exercisable and the
Rights holders (other than such triggering acquiror) will be entitled to
purchase for the $80 exercise price Ogden Corporation common stock with a market
value of $160. Similarly, if Ogden Corporation is acquired in a merger or other
business combination after the Rights become exercisable, each Right will
entitle the holder to purchase shares of the acquiror's common stock having a
market value equal to twice the Right's exercise price. The Rights may be
redeemed by the Board for $0.01 each.
A full description of the Rights Plan will be included in the Company's filings
with the Securities and Exchange Commission.
* * *
Ogden Energy Group, a division of Ogden Corporation, is a global developer/owner
and operator of independent power projects and provides related infrastructure
services. On September 17, 1999, Ogden announced its intent to sell its
Entertainment and Aviation businesses to focus exclusively on its role as a
leading energy company. Ogden Water Systems, a wholly owned unit of Ogden Energy
Group, offers communities single-source design/build/operate services for water
and wastewater treatment infrastructure. Additional information about Ogden can
be obtained via the Internet at www.ogdencorp.com, or through the Company's
automated information system at (888) 643-3612.
Any statements in this communication that may be considered to be "forward
looking statements," as that term is defined in the Private Securities
Litigation Reform Act of 1995, are subject to certain risk and uncertainties.
The factors that could cause actual results to differ materially from those
suggested by any such statements include, but are not limited to, those
discussed or identified from time to time in the Company's public filings with
the Securities and Exchange Commission and more generally, general economic
conditions, including changes in interest rates and the performance of the
financial markets; changes in domestic and foreign laws, regulations and taxes;
changes in competition and pricing environments; and regional or general changes
in asset valuations.
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