As filed with the Securities and Exchange Commission on June 26, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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OGDEN CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 13-5549268
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification Number)
Two Pennsylvania Plaza - 25th Floor
New York, New York 10121
(Address of Principal Executive Offices) (Zip Code)
OGDEN CORPORATION
RESTRICTED STOCK PLAN
OGDEN CORPORATION
RESTRICTED STOCK PLAN FOR NON-EMPLOYEE DIRECTORS
(Full Title of the Plans)
Lynde H. Coit, Esquire
Senior Vice President and General Counsel
Two Pennsylvania Plaza
New York, New York 10121
(212) 868-6126
(Name, Address, and Telephone Number,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
------------------------------------------
Copies to:
Andrea S. Rattner, Esq.
Proskauer Rose LLP
1585 Broadway
New York, New York 10036
212-969-3000
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CALCULATION OF REGISTRATION FEE
================================================================================
Proposed Proposed
Title of Maximum Maximum
Securities Offering Aggregate Amount of
to Be Amount to Be Price Per Offering Registration
Registered Registered (*) Share (**) Price Fee
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Common Stock, 600,000 Shares $10.3125 $6,187,500 $1,633.50
par value $.50
per share
(*) Consists of shares of the Registrant's Common Stock to be issued
pursuant to the Ogden Corporation Restricted Stock Plan for Non-Employee
Directors and the Ogden Corporation Restricted Stock Plan (each a "Plan" and
collectively the "Plans") and 114,944 shares of the Registrant's Common Stock
which have been issued and are being registered for resale. Such indeterminable
number of additional shares as may be issuable pursuant to the operation of the
recapitalization and adjustment provisions of the Plans are also registered
hereby.
(**) Estimated solely for the purpose of calculating the amount of the
registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities Act"), on the basis of the average of the high and low
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reported prices of the Registrant's Common Stock reported on the New York Stock
Exchange - Composite Tape on June 21, 2000.
ii
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EXPLANATORY NOTE
Ogden Corporation has prepared this Registration Statement in accordance with
the requirements of Form S-8 under the Securities Act to register certain shares
of common stock, par value $.50 per share, issued to certain selling
shareholders. Under cover of this Form S-8 is a Reoffer Prospectus Ogden
prepared in accordance with Part I of Form S-3 under the Securities Act. The
Reoffer Prospectus may be utilized for reofferings and resales of up to 114,944
shares of common stock acquired by the selling shareholders.
iii
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Ogden Corporation will send or give the documents containing the information
specified in Part 1 of Form S-8 to employees or consultants as specified by
Securities and Exchange Commission (the "SEC") Rule 428(b)(1) under the
Securities Act. Ogden Corporation does not need to file these documents with the
SEC either as part of this Registration Statement or as prospectuses or
prospectus supplements under Rule 424 of the Securities Act.
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REOFFER PROSPECTUS
Ogden Corporation
Two Pennsylvania Plaza
New York, New York 10121
(212) 868-6126
114,944 SHARES OF COMMON STOCK
REOFFER PROSPECTUS
Ogden Corporation
Two Pennsylvania Plaza
New York, New York 10121
(212) 868-6126
114,944 SHARES OF COMMON STOCK
The shares of common stock, $.50 par value per share, of Ogden Corporation
offered hereby will be sold from time to time by the individuals listed under
the Selling Shareholders section of this Reoffer Prospectus. The individuals
listed under the Selling Shareholders section of this Reoffer Prospectus
acquired the shares of common stock offered hereby pursuant to either the Ogden
Corporation Restricted Stock Plan or the Ogden Corporation Restricted Stock Plan
for Non-Employee Directors.
The sales may occur in transactions on the New York Stock Exchange at prevailing
market prices or in negotiated transactions. Ogden will not receive proceeds
from the sale of any of the shares of common stock offered hereby. Ogden will
pay for the expenses incurred in registering the shares of common stock offered
hereby other than commissions or concessions to brokers or dealers and fees and
expenses of counsel or other advisors to the individuals listed under the
Selling Shareholders section of this Reoffer Prospectus.
The shares of common stock offered hereby are "restricted securities" under the
Securities Act of 1933 before their sale under this Reoffer Prospectus. This
Reoffer Prospectus has been prepared for the purpose of registering the shares
of common stock offered hereby under the Securities Act of 1933 to allow for
future sales by the individuals listed under the Selling Shareholders section of
this Reoffer Prospectus to the public without restriction. To the knowledge of
Ogden Corporation, the individuals listed under the Selling Shareholders section
of this Reoffer Prospectus have no arrangement with any brokerage firm for the
sale of the shares of common stock offered hereby. The individuals listed under
the Selling Shareholders section of this Reoffer Prospectus may be deemed to be
an "underwriter" within the meaning of the Securities Act of 1933. Any
commissions received by a broker or dealer in connection with resales of the
shares of common stock offered hereby may be deemed to be underwriting
commissions or discounts under the Securities Act of 1933.
Ogden Corporation's common stock is currently traded on the New York Stock
Exchange under the symbol "OG".
PLEASE SEE "RISK FACTORS" BEGINNING ON PAGE 3.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED WHETHER
THIS REOFFER PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
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June 26, 2000
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TABLE OF CONTENTS
Where You Can Find More Information P-2
Incorporated Documents P-2
The Company P-2
Risk Factors P-3
Use of Proceeds P-9
Selling Shareholders P-9
Plan of Distribution P-10
Legal Matters P-11
Experts P-11
-----------------------------
You should only rely on the information incorporated by reference or provided in
this Reoffer Prospectus or any supplement. We have not authorized anyone else to
provide you with different information. The common stock is not being offered in
any state where the offer is not permitted. You should not assume that the
information in this Reoffer Prospectus or any supplement is accurate as of any
date other than the date on the front of this Reoffer Prospectus or such
supplement.
WHERE YOU CAN FIND MORE INFORMATION
Ogden Corporation ("Ogden" or the "Company") is required to file annual,
quarterly and special reports, proxy statements and other information with the
Securities and Exchange Commission (the "SEC") as required by the Securities
Exchange Act of 1934, as amended. You may read and copy any reports, statements
or other information we file at the SEC's Public Reference Rooms at:
450 Fifth Street, N.W., Washington, D.C. 20549;
Seven World Trade Center, 13th Floor, New York, N.Y. 10048
Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Rooms. Our filings are also available to the public from commercial
document retrieval services and the SEC website (http://www.sec.gov).
INCORPORATED DOCUMENTS
The SEC allows Ogden to "incorporate by reference" information into this Reoffer
Prospectus, which means that the Company can disclose important information to
you by referring you to another document filed separately with the SEC. The
information incorporated by reference is deemed to be part of this Reoffer
Prospectus, except for any information superseded by information in this Reoffer
Prospectus.
Ogden's Annual Report on Form 10-K/A for the year ended December 31, 1999 and
10-K/A Amendment Number 2 are incorporated herein by reference. Ogden's
Quarterly Report on Form 10-Q for the quarter ended March 31, 2000 is
incorporated herein by reference. Ogden's Report on Form 8-K, filed April 3,
2000, is incorporated herein by reference. Ogden's Report on Form 8-K, filed May
17, 2000, is incorporated herein by reference. Ogden's Report on Form 8-K, filed
June 7, 2000, is incorporated herein by reference. The description of Ogden's
common stock contained in its Registration Statement on Form S-4 dated October
27, 1994, as amended on November 29, 1994, including any amendment or reports
filed for the purpose of amending or updating such description, is incorporated
herein by reference.
THE COMPANY
Ogden, a Delaware corporation, has it principal executive offices at Two
Pennsylvania Plaza, New York, New York 10121, telephone number (212) 868-6126.
Ogden is a diversified company providing a wide variety of services through
various operating groups within each of its three principal business units,
Energy, Entertainment and Aviation. These groups provide a wide range of
services to private and public facilities throughout the United States and many
foreign countries. The Entertainment group, a substantial majority of the assets
of which were recently sold, provided total facility management; presentation of
concerts and family shows; themed attractions; live theater; gaming; large
format theaters and film; performing artists management; recorded music and
video development; food, beverage and novelty concessions; and certain
maintenance services for public and private entertainment facilities as well as
the promotion and staging of entertainment events at stadiums, concert
facilities, arenas, parks, fairgrounds and amphitheaters. Aviation provides a
full range of specialized airline support services to commercial airlines and
airports around the world. The specialized support services include ground
handling, ramp, passenger, cargo and
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warehousing, aviation fueling and in-flight catering services.
The operations of Ogden's Energy business segment are conducted through its
wholly-owned subsidiary, Ogden Energy Group, Inc. and its subsidiaries, through
four major operating sectors: Independent Power, Waste-to-Energy, Water and
Wastewater and Environmental Consulting and Engineering. The Independent Power
group develops, operates, and in some cases, owns alternative energy power
projects which cogenerate electricity and steam or generate electricity alone
for sale to utilities in the United States and internationally. The
Waste-to-Energy group designs, constructs, operates, maintains and, in some
cases, owns facilities which combust municipal solid waste to make saleable
energy in the form of electricity and steam. The Water and Wastewater group
expects to develop, operate and, in some cases, own projects that purify water,
treat wastewater and treat and manage biosolids and compost organic wastes. The
Environmental Consulting and Engineering group, which Ogden is seeking to
dispose of, provides a wide range of environmental, infrastructure and energy
consulting including remedial investigations, engineering and design and project
management to a variety of pubic and private sectors in the United States and
abroad.
In March 1999, Ogden announced that it was exploring ways to split its existing
businesses into two separate public companies, one company would consist of its
Energy business and the other would comprise its Entertainment and Aviation
businesses. After a review of this approach, in September 1999 Ogden decided
instead to adopt a plan to discontinue its Entertainment and Aviation
operations, to pursue the sale or other disposition of these businesses, pay
down corporate debt and to concentrate on its Energy business. The process of
selling the Aviation and Entertainment businesses is underway.
RISK FACTORS
Any statements in this Reoffer Prospectus which 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 Ogden public filings with the SEC
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.
MARKETS, COMPETITION AND GENERAL BUSINESS CONDITIONS
Ogden's Energy businesses can be adversely affected by general economic
conditions, war, inflation, adverse competitive conditions, governmental
restrictions and controls, natural disasters, energy shortages, weather, the
adverse financial condition of customers and suppliers, various technological
changes and other factors over which Ogden has no control.
The operations of Ogden's Energy segment are conducted by Ogden Energy Group,
Inc. and subsidiaries through four principal business areas: independent power;
waste-to-energy; water and wastewater; and environmental consulting
(collectively, together with its subsidiaries, the "Energy Group"). The Energy
Group's independent power business faces a domestic market that is expected to
change substantially in the years ahead from a mature, highly regulated and
uncompetitive market for energy services to a less regulated and more
competitive market as utilities restructure for deregulation and termination of
their traditional monopolies. The international market for energy services is
characterized by a large demand and much competition for projects within a
relatively immature market framework.
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The domestic market for the Energy Group's waste-to-energy services has largely
matured and is now heavily regulated. New opportunities for domestic projects
are expected to be scarce for the foreseeable future. This reflects a number of
factors that adversely affected communities' willingness to make long-term
capital commitments to waste disposal projects, including: declining prices at
which energy can be sold, and low alternative disposal costs. Another factor
adversely affecting the demand for new waste-to-energy projects, as well as
having an impact on existing projects, was a 1994 United States Supreme Court
decision invalidating state and local laws and regulations mandating that waste
generated within a given jurisdiction be taken to a designated facility. The
invalidation of such laws has created pressure on local governmental units
sponsoring the waste-to-energy project (the "Client Communities") as well as the
Energy Group to lower costs or restructure contractual arrangements in order to
continue to attract waste supplies and ensure that revenues are sufficient to
pay for all project costs.
Foreign demand for waste to energy projects in which Ogden Waste to Energy,
Inc., a wholly owned subsidiary ("OWTE"), would participate is expected to exist
only in unique circumstances where other disposal options are unavailable or
unusually costly.
The Energy Group's water and wastewater business faces an immature but
developing domestic market for private water and wastewater services, and, like
energy, a large foreign demand within an immature marketplace.
Competition for business is intense in all the domestic and foreign markets in
which Ogden conducts or intends to conduct its businesses and its businesses are
subject to a variety of competitors and market influences. The economic climate
can adversely affect Ogden's operations. Ogden's Energy group expends
substantial amounts for the development of new businesses. The financial support
required to undertake some of these activities comes from Ogden. Beyond staffing
costs, expenditures can include the costs of contract and site acquisition,
feasibility and environmental studies, technical and financial analysis, and in
some cases the preparation of extensive proposals in response to public or
private requests for proposals. Development of some projects involves
substantial risks which are not within their control. Success of a project may
depend upon obtaining in a timely manner acceptable contractual arrangements and
financing, appropriate sites, acceptable licenses, environmental permits and
governmental approvals. Even after the required contractual arrangements are
achieved, implementation of the project often is subject to substantial
conditions that may be outside the control of the Company. In some, but not all,
circumstances, the Energy group will make contractual arrangements for the
partial recovery of development costs if the project fails to be implemented for
reasons beyond its control.
INTERNATIONAL BUSINESS DEVELOPMENT
The Energy Group develops projects in many countries, and in doing so seeks to
implement its strategy for the development of its business in selected
international markets where private development is encouraged. It seeks to do so
by focusing on a limited number of opportunities which can be developed in
conjunction with local and international partners. Offices have been established
in Hong Kong, Manila, Sao Paulo, Calcutta, Bangkok, Beijing, Ankara and London
in order to service foreign projects. Opportunities in foreign countries for the
services provided by the Energy Group are highly dependent upon the elimination
of historic legal and political barriers to the participation of foreign capital
and foreign companies in the financing, construction, ownership and operation of
infrastructure facilities.
The Energy Group has ownership interest and/or operates (or will operate upon
completion of construction) projects in four continents. They are:
- North America: 46 energy generating projects totaling 1114 MW (gross);
6 water or wastewater projects totaling 41 mgd capacity.
- Asia: 12 energy generating projects totaling 1212 MW (gross).
- South and Central America: 4 energy generating projects totaling 226
MW (gross).
- Europe: 1 energy generating project of 15 MW (gross).
The development, construction, ownership and operation of facilities in foreign
countries entails significant political and financial uncertainties and other
structuring issues that typically are not involved in such activities in the
United States. These risks include unexpected changes in electricity tariffs,
conditions in financial markets, currency exchange rate fluctuations, currency
repatriation restrictions, currency inconvertibility, unexpected changes in laws
and regulations, political, economic or military instability, civil unrest and
expropriation. Such risks have the potential to cause substantial delays or
material impairment to the value of the project being developed or business
being operated.
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Many of the countries in which the Energy Group is or intends to be active are
lesser developed countries or developing countries. The political, social and
economic conditions in some of these countries is typically less stable than
those prevalent in the United States. The financial condition and
creditworthiness of the potential purchasers of power and services provided by
the Energy Group (which may be a governmental or private utility or industrial
consumer) or of the suppliers of fuel for projects in these countries may not be
as strong as those of similar entities in developed countries. The obligations
of the purchaser under the power purchase agreement, the service recipient under
the related service agreement and the supplier under the fuel supply agreement
generally are not guaranteed by any host country or other creditworthy
governmental agency. Whenever such governmental guarantees are not available,
the Energy Group undertakes a credit analysis of the proposed power purchaser or
fuel supplier. It also seeks, to the extent appropriate and achievable within
the commercial parameters of a project, to require such entities to provide
financial instruments such as letters of credit or arrangements regarding the
escrowing of the receivables of such parties in the case of power purchasers.
The Energy Group's independent (i.e. non-utility) energy generation and
waste-to-energy projects in particular are dependent on the reliable and
predictable delivery of fuel meeting the quantity and quality requirements of
the project facilities. The Energy Group will typically seek to negotiate
long-term contracts for the supply of fuel with creditworthy and reliable
suppliers. However, the reliability of fuel deliveries may be compromised by one
or more of several factors that may be more acute or may occur more frequently
in developing countries than in developed countries, including a lack of
sufficient infrastructure to support deliveries under all circumstances,
bureaucratic delays in the import, transportation and storage of fuel in the
host country, customs and tariff disputes and local or regional unrest or
political instability. In most of the projects in which the Energy Group
participates internationally, it seeks, to the extent practicable, to shift the
consequences of interruptions in the delivery of fuel, whether due to the fault
of the fuel supplier or due to reasons beyond the fuel supplier's control, to
the electricity purchaser or service recipient by securing a suspension of its
operating responsibilities under the applicable agreements and an extension of
its operating concession under such agreements and/or, in some instances, by
requiring the energy purchaser or service recipient to continue to make payments
in respect of fixed costs. In order to mitigate the effect of short-term
interruptions in the supply of fuel, the Energy Group endeavors to provide
on-site storage of fuel in sufficient quantities to address such interruptions.
Payment for services that the Energy Group provides will often be made in whole
or part in the domestic currencies of the host countries. Conversion of such
currencies into U.S. dollars generally is not assured by a governmental or other
creditworthy country agency, and may be subject to limitations in the currency
markets, as well as restrictions of the host country. In addition, fluctuations
in value of such currencies against the value of the U.S. dollar may cause the
Energy Group's participation in such projects to yield less return than
expected. Transfer of earnings and profits in any form beyond the borders of the
host country may be subject to special taxes or limitations imposed by host
country laws. The Energy Group seeks to participate in projects in jurisdictions
where limitations on the convertibility and expatriation of currency have been
lifted by the host country and where such local currency is freely exchangeable
on the international markets. In most cases, components of project costs
incurred or funded in the currency of the United States are recovered without
risk of currency fluctuation through negotiated contractual adjustments to the
price charged for electricity or service provided. This contractual structure
may cause the cost in local currency to the project's power purchaser or service
recipient to rise from time to time in excess of local inflation, and
consequently there is risk in such situations that such power purchaser or
service recipient will, at least in the near term, be less able or willing to
pay for the project's power or service.
Due to the fact that many of the countries in which the Energy Group is or
intends to be active are lesser developed countries or developing countries, the
successful development of a project or projects may be adversely impacted by
economic changes in such countries or by changes in government support for such
projects. Adverse economic changes may, and have, resulted in initiatives (by
local governments alone or at the request of world financial institutions) to
reduce local commitments to pay long-term obligations in US dollars or US dollar
equivalents. There is therefore risk that the Energy Group's development efforts
in such countries may from time to time be adversely affected by such changes on
a temporary or long-term basis.
In addition, the Energy Group will generally participate in projects which
provide services that are treated as a matter of national or key economic
importance by the laws and politics of many host countries. There is therefore
risk that the assets constituting the facilities of these projects could be
temporarily or permanently expropriated or nationalized by a host country, or
made subject to local or national control.
The Energy Group will seek to manage and mitigate these risks through all
available means that it deems appropriate. They will include: political and
financial analysis of the host countries and the key participants in each
project; guarantees of relevant agreements with creditworthy entities; political
risk and other forms of insurance; participation by international finance
institutions, such as affiliates of the World Bank, in financing of projects in
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which it participates; and joint ventures with other companies to pursue the
development, financing and construction of these projects.
EQUAL EMPLOYMENT OPPORTUNITY
In recent years, governmental agencies (including the Equal Employment
Opportunity Commission) and representatives of minority groups and women have
asserted claims against many companies, including some Ogden subsidiaries,
alleging that certain persons have been discriminated against in employment,
promotions, training, or other matters. Frequently, private actions are brought
as class actions, thereby increasing the practical exposure. In some instances,
these actions are brought by many plaintiffs against groups of defendants in the
same industry, thereby increasing the risk that any defendant may incur
liability as a result of activities which are the primary responsibility of
other defendants. Although Ogden and its subsidiaries have attempted to provide
equal opportunity for all of its employees, the combination of the foregoing
factors and others increases the risk of financial exposure.
ENVIRONMENTAL REGULATORY LAWS
(a) DOMESTIC. Ogden's business activities in the United States are
pervasively regulated pursuant to Federal, state and local environmental laws.
Federal laws, such as the Clean Air Act and Clean Water Act, and their state
counterparts, govern discharges of pollutants to air and water. Other federal,
state, and local laws, comprehensively govern the generation, transportation,
storage, treatment, and disposal of solid waste, and also regulate the storage
and handling of petroleum products, including hazardous waste (such laws and the
regulations thereunder, "Environmental Regulatory Laws").
The Environmental Regulatory Laws and other federal, state, and local laws, such
as the Comprehensive Environmental Response Compensation and Liability Act
("CERCLA") (collectively, "Environmental Remediation Laws"), make Ogden
potentially liable on a joint and several basis for any environmental
contamination which may be associated with the Company's activities and the
activities at sites, including landfills, which the Energy Group's subsidiaries
have owned, operated, or leased or at which there has been disposal of residue
or other waste handled or processed by such subsidiaries or at which there has
been disposal of waste generated by the Energy Group's activities. Through its
subsidiaries, the Energy Group leases and operates a landfill in Haverhill,
Massachusetts, and leases a landfill in Bristol, Connecticut, in connection with
its projects at those locations. Some state and local laws also impose
liabilities for injury to persons or property caused by site contamination. Some
long-term service contracts ("Service Agreements") provide for indemnification
of the operating subsidiaries from some such liabilities. In addition, other
subsidiaries involved in landfill gas projects have access rights to landfills
pursuant to certain leases at landfill sites which permit the installation,
operation and maintenance of landfill gas collection systems. A portion of these
landfill sites is and has been a federally designated "superfund" site. Each of
these leases provide for indemnification of the Energy Group subsidiary from
some liabilities associated with these sites.
The Environmental Regulatory Laws require that many permits be obtained before
the commencement of construction and operation of waste-to-energy, independent
power and water and wastewater projects. There can be no assurance that all
required permits will be issued, and the process of obtaining such permits can
often cause lengthy delays, including delays caused by third-party appeals
challenging permit issuance. Failure to meet conditions of these permits or of
the Environmental Regulatory Laws and the corresponding regulations can subject
an operating subsidiary to regulatory enforcement actions by the appropriate
governmental unit, which could include monetary penalties, and orders requiring
certain remedial actions or limiting or prohibiting operation. In addition,
certain of Ogden's discontinued businesses also are required to comply with
various regulatory and permitting requirements and can be subject to regulatory
enforcement actions. To date, Ogden has not incurred material penalties, been
required to incur material capital costs or additional expenses, nor been
subjected to material restrictions on its operations as a result of violations
of environmental laws, regulations, or permits.
The Environmental Regulatory Laws and Federal and state governmental regulations
and policies governing their enforcement are subject to revision. New technology
may be required or stricter standards may be established for the control of
discharges of air or water pollutants for storage and handling of petroleum
products or for solid or hazardous waste or ash handling and disposal. Thus, as
new technology is developed and proven, it may be required to be incorporated
into new facilities or major modifications to existing facilities. This new
technology may often be more expensive than that used previously.
The Clean Air Act Amendments of 1990 required the Environmental Protection
Agency ("EPA") to promulgate New Source Performance Standards ("NSPS") and
Emission Guidelines ("EG") applicable to new and existing municipal waste
combustion units for particulate matter (total and fine), opacity, sulfur
dioxide, hydrogen chloride, oxides of nitrogen, carbon monoxide, dioxins and
dibenzofurans.
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The NSPS and EG, which were issued in final form in 1995, require capital
improvements or operating changes to most of the waste-to-energy facilities
operated by OWTE to control emissions of nitrogen oxides, organics, mercury and
acid gases. EPA has since issued a final rule which slightly revised the
emission limits for NOX, CO, SO2, HCl dioxin, cadmium, and lead, tightening all
but the NOX limit. The general compliance deadline for the NSPS and EG is
December 19, 2000, the deadline for these seven revised limits is August 26,
2002. As a practical matter the capital and operating changes necessary to meet
them is very nearly identical to that needed to achieve the prior NSPS and EG
limits. OWTE is currently in the process of installing the new equipment needed
to achieve the applicable new limits under the NSPS and EG will be undertaken in
a single effort, to be completed by December 19, 2000.
The costs to meet new rules for existing facilities owned by Client Communities
generally will be borne by the Client Communities. For projects owned or leased
by Ogden and operated under a Service Agreement, the Client Community has the
obligation to fund such capital improvements, to which Ogden may be required to
make an equity contribution. In certain cases, Ogden is required to fund the
full cost of these capital improvements at those facilities that are either not
operated pursuant to a Service Agreement or whose Service Agreement does not
require the costs to be borne by the Client Community. The Company estimates
that its commitments for these capital improvements will total approximately $30
million during 2000. Only moderate additional costs are likely to be incurred
during 2001 and 2002. OWTE believes that most costs incurred to meet EG and
operating permit requirements at facilities it operates may be recovered from
Client Communities and other users of its facilities through increased service
fees permitted under applicable contracts. Such increased service fees will be
paid for either out of their general revenues or by increasing fees charged to
facility users by the Client Community. Because of the reluctance or inability
of some municipalities to increase taxes, or tipping fees if the market may not
bear the increase without some loss of waste deliveries, Client Communities may
seek to have OWTE subsidize the cost, or modify its contractual relationship.
The Environmental Remediation Laws prohibit disposal of hazardous waste other
than in small, household-generated quantities at OWTE's municipal solid waste
facilities. The Service Agreements recognize the potential for improper
deliveries of hazardous wastes and specify procedures for dealing with hazardous
waste that is delivered to a facility. Although certain Service Agreements
require the Operating Subsidiary to be responsible for some costs related to
hazardous waste deliveries, to date, no Operating Subsidiary has incurred
material hazardous waste disposal costs.
Domestic drinking water facilities developed in the future by Ogden Water
Systems, Inc. ("OWS") will be subject to regulation of water quality by the EPA
under the Federal Safe Drinking Water Act and by similar state laws. Domestic
wastewater facilities are subject to regulation under the Federal Clean Water
Act and by similar state laws. These laws provide for the establishment of
uniform minimum national water quality standards, as well as governmental
authority to specify the type of treatment processes to be used for public
drinking water. Under the Federal Clean Water Act, OWS may be required to obtain
and comply with National Pollutant Discharge Elimination System permits for
discharges from its treatment stations. Generally, under its current contracts,
the client community is responsible for fines and penalties resulting from the
delivery to OWS's treatment facilities of water not meeting standards set forth
in those contracts.
(b) INTERNATIONAL. Among the Energy Group's objectives is providing energy
generating and other infrastructure through environmentally protective project
designs, regardless of the location of a particular project. This approach is
consistent with the increasingly stringent environmental requirements of
multilateral financing institutions, such as the World Bank, and also with the
Energy Group's experience in domestic waste-to-energy projects, where
environmentally protective facility design and performance has been required.
The laws of other countries also may require regulation of emissions into the
environment, and provide governmental entities with the authority to impose
sanctions for violations, although these requirements are generally not as
rigorous as those applicable in the United States. Compliance with environmental
standards comparable to those of the United States may be conditions to the
provision of credit by multilateral banking agencies as well as other lenders or
credit providers. As with domestic project development, there can be no
assurance that all required permits will be issued, and the process can often
cause lengthy delays.
ENERGY AND WATER REGULATIONS
The Energy Group's domestic businesses are subject to the provisions of federal,
state and local energy laws applicable to their development, ownership and
operation of their domestic facilities, and to similar laws applicable to their
foreign operations. Federal laws and regulations govern transactions with
utilities, the types of fuel used and the power plant ownership. State
regulatory regimes govern rate approval and other terms under which utilities
purchase electricity from independent power producers, except to the extent such
regulation is pre-empted by federal law.
P-7
<PAGE>
Pursuant to Federal Public Utility Regulatory Policies Act ("PURPA"), the
Federal Energy Regulatory Commission ("FERC") has promulgated regulations that
exempt qualifying facilities (facilities meeting certain size, fuel and
ownership requirements, or "QFs") from compliance with certain provisions of the
Federal Power Act ("FPA"), the Public Utility Holding Company Act of 1935
("PUHCA"), and certain state laws regulating the rates charged by, or the
financial and organizational activities of, electric utilities. PURPA was
enacted in 1978 to encourage the development of cogeneration facilities and
other facilities making use of non-fossil fuel power sources, including
waste-to-energy facilities. The exemptions afforded by PURPA to qualifying
facilities from regulation under the FPA and PUHCA and most aspects of state
electric utility regulation are of great importance to the Energy Group and its
competitors in the waste-to-energy and independent power industries.
Except with respect to waste to energy facilities with a net power production
capacity in excess of thirty megawatts (where rates are set by FERC), state
public utility commissions must approve the rates, and in some instances other
contract terms, by which public utilities purchase electric power from QFs.
PURPA requires that electric utilities purchase electric energy produced by QFs
at negotiated rates or at a price equal to the incremental or "avoided" cost
that would have been incurred by the utility if it were to generate the power
itself or purchase it from another source. PURPA does not expressly require
public utilities to enter into long-term contracts to purchase the output
supplied by QFs.
Under PUHCA, any entity owning or controlling ten percent or more of the voting
securities of a "public utility company" or company which is a "holding company"
of a public utility company is subject to registration with the SEC and
regulation by the SEC unless exempt from registration. Under PURPA, most
projects that satisfy the definition of a "qualifying facility" are exempt from
regulation under PUHCA. Under the Energy Policy Act of 1992, projects that are
not QFs under PURPA but satisfy the definition of an "exempt wholesale
generator" are not deemed to be public utility companies under PUHCA. Finally,
projects that satisfy the definition of "foreign utility companies" are exempt
from regulation under PUHCA. The Energy Group believes that all of its operating
projects involved in the generation, transmission and/or distribution of
electricity, both domestically and internationally, qualify for an exemption
from PUHCA and that it is not and will not be required to register with the SEC.
In the past there has been consideration in the U.S. Congress of legislation to
repeal PURPA entirely, or at least to repeal the obligation of utilities to
purchase power from QFs. There is continuing support for grandfathering existing
QF contracts if such legislation is passed. Various bills have also proposed
repeal of PUHCA. Repeal of PUHCA would allow both independents and vertically
integrated utilities to acquire electric assets throughout the United States
that are geographically widespread, eliminating the current requirement that the
utility's electric assets be capable of physical integration. Also, registered
holding companies would be free to acquire non-utility businesses, which they
may not do now, with certain limited exceptions. With the repeal of PURPA or
PUHCA, competition for independent power generators from utilities would likely
increase. This is likely to have little or no impact on existing Energy Group
projects, but may mean additional competition from highly-capitalized companies
seeking to develop projects in the U.S.
In addition, the FERC, many state public utility commissions and Congress have
implemented or are considering a series of proposals to restructure the electric
utility industry in the United States to permit utility customers to choose
their utility supplier in a competitive electric energy market. The FERC has
issued a series of orders requiring utilities to offer wholesale customers and
suppliers open access on their transmission lines on a comparable basis to the
utilities' own use of the line. All public utilities have already filed "open
access" tariffs to implement this requirement. As the trend toward increased
competition continues, the utilities contend that they are entitled to recover
from departing customers their fixed costs that will be "stranded" by the
ability of their wholesale customers (and perhaps eventually, their retail
customers) to choose new electric power suppliers. These include the costs
utilities are required to pay under many QF contracts which the utilities view
as excessive when compared with current market prices. Many utilities are
therefore seeking ways to lower these contract prices, or rescind or buy out
these contracts altogether, out of concern that their shareholders will be
required to bear all or part of such "stranded" costs. Regulatory agencies to
date have recognized the continuing validity of approved power purchase
agreements, and have rejected attempts by some utilities to abrogate these
contracts. At the same time, regulatory agencies have encouraged renegotiations
of power contracts where rate payer savings can be achieved as a result. The
Energy Group anticipates that the regulatory impetus to restructure "above
market" power purchase agreements will continue in many of the jurisdictions
where it owns or operates generating facilities. Future U.S. electric rates may
be deregulated in a restructured U.S. electric utility industry and increased
competition may result in lower rates and less profit for U.S. electricity
sellers developing new projects. Falling electricity prices and uncertainty as
to the future structure of the industry can be expected to inhibit United States
utilities from entering into long-term power purchase contracts. On the other
hand, deregulation could open up markets for the sale of electricity, including
retail markets, previously available only to regulated utilities.
P-8
<PAGE>
The Energy Group presently has, and intends to continue to acquire, ownership
and operating interests in electric generating projects outside the United
States. Most countries have expansive systems for the regulation of the power
business. These generally include provisions relating to ownership, licensing,
rate setting and financing of generating and transmission facilities.
OWS's business may be subject to the provisions of state, local and, in the case
of foreign operations, national utility laws applicable to the development,
ownership and operation of water supply and wastewater facilities. Whether such
laws apply depends upon the local regulatory scheme as well as the manner in
which OWS provides its services. Where such regulations apply, they may relate
to rates charged, services provided, accounting procedures, acquisitions and
other matters. In the United States, rate regulations have typically been
structured to provide a predetermined return on the regulated entities
investments. In other jurisdictions, the trend is towards periodic price reviews
comparing rates to anticipated capital and operating revenues. The regulated
entity benefits from efficiencies achieved during the period for which the rate
is set.
LIQUIDITY
As a result of the financial effects of Ogden's decision to discontinue and sell
its Aviation and Entertainment business operations, Ogden requested waivers from
some of its credit providers, including lenders under its revolving credit
facility, for some financial covenants through July 31, 2000. It is likely that
Ogden will need extensions of these waivers past July 31, 2000. Ogden's credit
providers agreed to let it retain the first approximately $100,000,000 of the
proceeds from the sales of Aviation, Entertainment, and certain other non-core
assets, so long as it deposits proceeds over that amount in a segregated account
for the repayment of debt and it does not incur any new debt or make any new
non-approved investments in its continuing Energy business. Those credit
providers also agreed to make available a $50,000,000 secured facility, which
Ogden has not yet drawn. Ogden must repay any drawings under this facility by
July 31, 2000. Ogden is exploring possible new credit facilities and/or
obtaining equity to fund its operations and repay debt, including discussions
with its credit providers. Ogden is in discussions with its credit providers
regarding a new credit facility which would permit it to fund its normal
operations, new investments and the repayment of debt.
Under some of Ogden's agreements, if its outstanding debt securities are not
rated investment grade, it may have to post additional collateral or letters of
credit. If Ogden fails to do so, it could forfeit some contracts or default
under those agreements. That default might be a default under certain of Ogden's
credit facilities. Through July 31, 2000, Ogden will also need to renew letters
of credit issued by some of its lenders. If Ogden is not able to obtain the
renewal of these letters of credit, it would risk being in default under the
terms of the underlying agreements.
USE OF PROCEEDS
Ogden will not receive any of the proceeds from the sale of the shares of common
stock offered hereby (the "Shares") by the individuals listed under the Selling
Shareholders section of this Reoffer Prospectus (the "Selling Shareholders").
SELLING SHAREHOLDERS
The Shares of the Company to which this Reoffer Prospectus relates are being
registered for reoffers and resales by the Selling Shareholders, who acquired
the Shares pursuant to either the Ogden Corporation Restricted Stock Plan or the
Ogden Corporation Restricted Stock Plan for Non-Employee Directors (the
"Plans"). The Selling Shareholders may resell all, a portion or none of such
Shares from time to time.
The table below sets forth with respect to the Selling Shareholders, based upon
information available to the Company as of June 26, 2000, the number of Shares
owned, the number of Shares registered by this Reoffer Prospectus and the number
and percent of outstanding Shares owned assuming the sale of all the registered
Shares.
NUMBER NUMBER OF
OF SHARES SHARES NUMBER OF % OF SHARES
OWNED REGISTERED SHARES OWNED BY
SELLING BEFORE BY OWNED SHAREHOLDER
SHAREHOLDERS SALE PROSPECTUS AFTER SALE AFTER SALE
------------ ------------ ---------- ------------ ------------
S. Mackin (1) 59,200 12,800 46,400 --
B. Stone (1) 35,217 4,900 30,317 --
A. Sarkar (1) 5,200 (3) 5,200 0 --
W. Whitman (1) 4,900 (3) 4,900 0 --
P. Clements (1) 4,000 (3) 4,000 0 --
J. Horowitz (1) 3,200 (3) 3,200 0 --
A. Orlando (1) 4,300 (3) 4,300 0 --
K. Burton (1) 2,600 (3) 2,600 0 --
J. Klett (1) 4,100 (3) 4,100 0 --
G. Brown (1) 2,600 (3) 2,600 0 --
M. Brophy (1) 2,200 (3) 2,200 0 --
H. Matz (1) 3,800 (3) 3,800 0 --
L. Fox (1) 1,900 (3) 1,900 0 --
T. Simpson (1) 2,600 (3) 2,600 0 --
J. Burgess (1) 1,800 (3) 1,800 0 --
L. Sterlin (1) 1,100 (3) 1,100 0 --
W. Crowley (1) 1,800 (3) 1,800 0 --
M. McFadden (1) 1,000 (3) 1,000 0 --
O. Cruz (1) 1,000 (3) 1,000 0 --
P-9
<PAGE>
NUMBER NUMBER OF
OF SHARES SHARES NUMBER OF % OF SHARES
OWNED REGISTERED SHARES OWNED BY
SELLING BEFORE BY OWNED SHAREHOLDER
SHAREHOLDERS SALE PROSPECTUS AFTER SALE AFTER SALE
------------ ------------ ---------- ------------ ------------
H. Kemnitz (1) 1,000 (3) 1,000 0 --
W. Metzger (1) 1,100 (3) 1,100 0 --
G. Perusse (1) 1,100 (3) 1,100 0 --
S. Spech (1) 1,300 (3) 1,300 0 --
A. Stancic (1) 1,100 (3) 1,100 0 --
S. Whitney (1) 1,100 (3) 1,100 0 --
M. Mulcahy (1) 1,800 (3) 1,800 0 --
F. Kahn (1) 1,100 (3) 1,100 0 --
J. Shenk (1) 800 (3) 800 0 --
P. Hart (1) 700 (3) 700 0 --
W. Alkema (1) 700 (3) 700 0 --
R. Ho (1) 1,900 (3) 1,900 0 --
N. Grimstone (1) 1,200 (3) 1,200 0 --
David Abshire (2) 2,408 2,120 288 --
Anthony J. Bolland (2) 24,184 4,184 20,000 --
Norman G. Einspruch (2) 16,323 4,883 11,440 --
Jeffrey F. Friedman (2) 17,289 4,883 12,406 --
Atallah Kappas (2) 20,057 2,057 18,000 --
Judith D. Moyers (2) 9,347 2,692 6,655 --
Robert E. Smith (2) 3,437 2,437 1,000 --
Helmut Volcker (2) 10,320 2,120 8,200 --
Homer A. Neal (2) 3,041 2,437 604 --
George L. Farr (2) 113,431 6,431 107,000 --
-- Less than 1%
(1) Employee of the Company
(2) Non-Employee Director of the Company
(3) Includes only those Shares issued pursuant to the Plans
PLAN OF DISTRIBUTION
The Selling Shareholders may sell the Shares for value from time to time under
this Reoffer Prospectus in one or more transactions on the New York Stock
Exchange, in a negotiated transaction or otherwise, at market prices prevailing
at the time of sale, at prices related to such prevailing market prices or at
prices otherwise negotiated. The Shares may be sold pursuant to one or more of
the following: (a) ordinary brokerage transactions and transactions in which the
broker solicits purchasers; (b) purchases by a broker or a dealer as principal,
or broker or dealer for its account pursuant to this Prospectus; (c) a block
trade in which the broker or dealer so engaged will attempt to sell the Shares
as agent but may position and resell a portion of the block as principal to
facilitate the transaction; (d) an exchange distribution in accordance with
rules of such exchange; (e) through the writing of options on the Shares; and
(f) directly or through brokers or agents in private sales at negotiated prices.
If necessary, a supplemental prospectus which describes the method of sale in
greater detail may be filed by Ogden with the Commission pursuant to Rule 424(c)
under the Securities Act under certain circumstances. In effecting sales,
brokers or dealers engaged by the Selling Shareholders and/or purchasers of the
Shares may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions, concessions or discounts from the Selling
Shareholders and/or the purchasers of the Shares in amounts to be negotiated
prior to the sale. In addition, any Shares covered by this Prospectus which
qualify for sale pursuant to Rule 144 under the Securities Act may be sold under
Rule 144 rather than pursuant to this Prospectus.
Ogden will bear all expenses in connection with the registration and sale of the
Shares, other than commissions, concessions or discounts to brokers or dealers
and fees and expenses of counsel or other advisors to the Selling Shareholders.
P-10
<PAGE>
The Selling Shareholders and any broker or dealer who acts in connection with
the sale of the Shares hereunder may be deemed to be "underwriters" within the
meaning of Section 2(11) of the Securities Act, and any compensation received by
them and any profit on any resale of the Shares as principals might be deemed to
be underwriting discounts and commissions under the Securities Act.
LEGAL MATTERS
The validity of the Shares offered hereby will be passed upon for Ogden by Lynde
H. Coit, its Senior Vice President and General Counsel
EXPERTS
The consolidated financial statements and related consolidated financial
statement schedule incorporated by reference in this Reoffer Prospectus from
Ogden Corporation's Annual Report on Form 10-K/A for the year ended December 31,
1999 have been audited by Deloitte & Touche LLP, independent auditors, as stated
in their reports which express an unqualified opinion and include an explanatory
paragraph referring to the Company's plans to discontinue its Entertainment and
Aviation business segments and dispose of certain other non-core assets, utilize
the proceeds to pay down debt, and focus solely on its Energy business, and an
explanatory paragraph referring to the change in the method of accounting for
the costs of start-up activities in 1999, which are incorporated by reference in
the registration statement, and have been so incorporated by reference in
reliance upon the reports of such firm given upon their authority as experts in
accounting and auditing.
P-11
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The reports listed below have been filed with or furnished to the
Securities and Exchange Commission (the "Commission") by the Registrant and are
incorporated herein by reference to the extent not superseded by reports or
other information subsequently filed or furnished.
a) The Registrant's Annual Report on Form 10-K/A for the fiscal
year ended December 31, 1999.
b) The description of the common stock of the Registrant (the
"Common Stock") contained in the Registrant's Registration
Statement on Form S-4, dated October 27, 1994, as amended on
November 29, 1994, filed under the Securities Exchange Act
of 1934, as amended (the "Exchange Act"), including any
amendment or reports filed for the purpose of updating such
description.
c) All of the Registrant's documents filed with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the
Exchange Act, after the date of this Registration Statement
and prior to filing a post-effective amendment which
indicates that all securities offered hereby have been sold
or which deregisters all securities then remaining unsold
shall be deemed to be incorporated by reference in this
Registration Statement and to be part hereof from the date
of filing of such reports.
Any statement contained herein or in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware General Corporation Law (the "Delaware
Law") provides for indemnification of directors, officers, employees and other
individuals against expenses (including attorney's fees), judgments, fines and
other amounts incurred in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than derivative actions), if they acted in good faith and in a manner reasonably
believed to be in or not opposed to the best interest of Ogden Corporation, or
for a criminal matter, if they had no reasonable cause to believe their conduct
was unlawful. However, in the case of a derivative action, indemnification
extends only to expenses (including attorneys' fees) incurred in connection with
defense or settlement of such an action and then only if and to the extent that
the appropriate court determines that such person is fairly and reasonably
entitled to such indemnification. Section 145(f) of the Delaware Law permits
advancement of expenses to a director or officer in such actions. In addition,
Section 102(b) of the Delaware Law permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director for monetary damages for breach of his fiduciary duty of
care, but not for breaches of loyalty to the
II-1
<PAGE>
corporation and its stockholders, acts or omissions not in good faith or
involving intentional misconduct or a knowing violation of law, or transactions
from which a director derives improper benefit.
Section 16-A of the Registrant's By-Laws, as amended, provides for
indemnification of the Registrant's directors, officers and employees to the
full extent permitted under the Delaware Law. Section 20 of the Registrant's
Amended and Restated Certificate of Incorporation also eliminates the personal
liability of the Registrant's directors for monetary damages for breach of
fiduciary duty to the extent permitted under the Delaware Law.
The Registrant has the power to purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
Registrant, or is or was serving at the request of the Registrant as a director,
officer, employee or agent of another corporation, partnership, joint venture,
employee benefit plan trust or other enterprise, against any liability asserted
against such person and incurred by such person in any such capacity, or arising
out of such person's status as such, whether or not the Registrant would have
the power to indemnify such person against such liability under the provisions
of Section 16-A of the Registrant's By-Laws, Section 20 of the Registrant's
Amended and Restated Certificate of Incorporation or otherwise.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission, such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
EXHIBIT NO.
(4.1) The Registrant's Restated Certificate of Incorporation as
amended (filed as Exhibit (3)(a) to the Registrant's Form
10-K for the fiscal year ended December 31, 1988 and
incorporated herein by reference).
(4.2) The Registrant's By-Laws, as amended (filed as Exhibit 3.2
to the Registrant's Form 10-Q for the quarterly period ended
March 31, 1998 and incorporated herein by reference).
(4.3) Fiscal Agency Agreement between the Registrant and Bankers
Trust Company, dated as of June 1, 1987 and Offering
Memorandum dated June 12, 1987, relating to U.S. $85 million
principal amount of 6% Convertible Subordinated Debentures,
Due 2002 of the Registrant (filed as Exhibits (C) (3) and
(C) (4) to the Registrant's Form 8-K filed with the
Commission on July 7, 1987 and incorporated herein by
reference).
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<PAGE>
(4.4) Fiscal Agency Agreement between the Registrant and Bankers
Trust Company, dated as of October 15, 1987, and Offering
Memorandum, dated October 15, 1987, relating to U.S. $75
million principal amount of 5 3/4% Convertible Subordinated
Debentures, Due 2002 of the Registrant (filed as Exhibit (4)
to the Registrant's Form S-3 Registration Statement filed
with the Commission on December 4, 1987, Registration No.
33-18875, and incorporated herein by reference).
(4.5) Indenture dated as of March 1, 1992 from the Registrant to
the Bank of New York, Trustee relating to the Registrant's
$100 million 9 1/4% debt offering (filed as Exhibit (4)(c)
to the Registrant's Form 10-K for the fiscal year ended
December 31, 1991 and incorporated herein by reference).
(4.6) Rights Agreement, dated as of September 20, 1990, between
the Registrant and Manufacturers Hanover Trust Company as
Rights Agent (filed as an exhibit to the Registrant's Form
8-A Registration Statement filed with the Commission on
September 28, 1990 and incorporated herein by reference).
(5) Opinion of Lynde H. Coit, Esq.
(23.1) Consent of Lynde H. Coit, Esq. (included in Exhibit 5).
(23.2) Consent of Deloitte & Touche LLP.
(24) A Power of Attorney is included on the signature page of
this registration statement.
(99.1) Ogden Corporation Restricted Stock Plan (filed as Exhibit
10.3(e)(i) to the Registrant's Form 10-K/A for the fiscal
year ended December 31, 1999 and incorporated herein by
reference).
(99.2) Ogden Corporation Restricted Stock Plan For Non-Employee
Directors (filed as Exhibit 10.3(e)(ii) to te Registrant's
Form 10K/A for the fiscal year ended December 31, 1999 and
incorporated herein by reference).
ITEM 9. UNDERTAKINGS
(a) The undersigned Registrant hereby undertakes:
1) To file, during any period in which offers or
sales are being made, a post-effective amendment
to this registration statement and to include any
material information with respect to the plan of
distribution not previously disclosed in the
registration statement or any material change to
such information in the registration statement.
2) That, for the purpose of determining any liability
under the Securities Act of 1933, each such
effective amendment shall be deemed to be a new
registration statement relating to the securities
offered therein, and the offering of such
securities at that time shall be deemed to be the
initial bona fide offering thereof.
3) To remove from registration by means of a
post-effective amendment any of the securities
being registered which remain unsold at the
termination of the offering.
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<PAGE>
(b) The undersigned Registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act, each filing of
the Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange Act of 1934)
that is incorporated by reference in the registration statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of New York, State of New York, on June 26, 2000.
OGDEN CORPORATION
By: /S/ SCOTT G. MACKIN
------------------------------
Scott G. Mackin
Title: President and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned directors and officers of Ogden Corporation, do
hereby severally constitute and appoint Scott G. Mackin and William J. Metzger,
and each of them, our true and lawful attorneys and agents, to do any and all
acts and things in our name and on our behalf in our capacities as directors and
officers and to execute any and all instruments for us and in our names in the
capacities indicated below, which said attorneys and agents, or any of them, may
deem necessary or advisable to enable said corporation to comply with the
Securities Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission, in connection with this Registration
Statement on Form S-8 including specifically, but without limitation, power and
authority to sign for us or any of us in our names in the capacities indicated
below, any and all amendments (including post-effective amendments) hereto; and
we do each hereby ratify and confirm all that said attorneys and agents, or any
one of them, shall do or cause to be done by virtue hereof.
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<PAGE>
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons in the
capacities indicated on the dates indicated.
/S/ GEORGE L. FARR
----------------------------------
George L. Farr
Chairman of the Board and Director
/S/ SCOTT G. MACKIN
----------------------------------
Scott G. Mackin
President, Chief Executive Officer
/S/ RAYMOND E. DOMBROWSKI, JR.
----------------------------------
Raymond E. Dombrowski, Jr.
Senior Vice President and Chief Financial Officer
/S/ WILLIAM J. METZGER
----------------------------------
William J. Metzger
Vice President, Chief Accounting Officer
/S/ DAVID M. ABSHIRE
----------------------------------
David M. Abshire
Director
----------------------------------
Anthony J. Bolland
Director
----------------------------------
Norman G. Einspruch
Director
/S/ JEFFREY F. FRIEDMAN
----------------------------------
Jeffrey F. Friedman
Director
/S/ ATTALLAH KAPPAS
----------------------------------
Attallah Kappas
Director
/S/ JUDITH D. MOYERS
----------------------------------
Judith D. Moyers
Director
----------------------------------
Homer A. Neal
Director
/S/ ROBERT E. SMITH
----------------------------------
Robert E. Smith
Director
/S/ HELMUT VOLCKER
----------------------------------
Helmut Volcker
Director
II-6
<PAGE>
INDEX TO EXHIBITS
EXHIBIT NO. EXHIBIT
(4.1) The Registrant's Restated Certificate of Incorporation as amended
(filed as Exhibit (3)(a) to the Registrant's Form 10-K for the
fiscal year ended December 31, 1988 and incorporated herein by
reference).
(4.2) The Registrant's By-Laws, as amended (filed as Exhibit 3.2 to the
Registrant's Form 10-Q for the quarterly period ended March 31,
1998 and incorporated herein by reference).
(4.3) Fiscal Agency Agreement between the Registrant and Bankers Trust
Company, dated as of June 1, 1987 and Offering Memorandum dated
June 12, 1987, relating to U.S. $85 million principal amount of
6% Convertible Subordinated Debentures, Due 2002 of the
Registrant (filed as Exhibits (C) (3) and (C) (4) to the
Registrant's Form 8-K filed with the Commission on July 7, 1987
and incorporated herein by reference).
(4.4) Fiscal Agency Agreement between the Registrant and Bankers Trust
Company, dated as of October 15, 1987, and Offering Memorandum,
dated October 15, 1987, relating to U.S. $75 million principal
amount of 5 3/4% Convertible Subordinated Debentures, Due 2002 of
the Registrant (filed as Exhibit (4) to the Registrant's Form S-3
Registration Statement filed with the Commission on December 4,
1987, Registration No. 33-18875, and incorporated herein by
reference).
(4.5) Indenture dated as of March 1, 1992 from the Registrant to the
Bank of New York, Trustee relating to the Registrant's $100
million 9 1/4% debt offering (filed as Exhibit (4)(c) to the
Registrant's Form 10-K for the fiscal year ended December 31,
1991 and incorporated herein by reference).
(4.6) Rights Agreement, dated as of September 20, 1990, between the
Registrant and Manufacturers Hanover Trust Company as Rights
Agent (filed as an exhibit to the Registrant's Form 8-A
Registration Statement filed with the Commission on September 28,
1990 and incorporated herein by reference).
(5) Opinion of Lynde H. Coit, Esq.
(23.1) Consent of Lynde H. Coit, Esq. (included in Exhibit 5).
(23.2) Consent of Deloitte & Touche LLP.
(24) A Power of Attorney is included on the signature page of this
registration statement.
(99.1) Ogden Corporation Restricted Stock Plan (filed as Exhibit
10.3(e)(i) to the Registrant's Form 10K/A for the fiscal year
ended December 31, 1999 and incorporated herein by reference).
(99.2) Ogden Corporation Restricted Stock Plan For Non-Employee
Directors (filed as Exhibit 10.3(e)(ii) to the Registrant's Form
10K/A for the fiscal year ended December 31, 1999 and
incorporated herein by reference).
<PAGE>
EXHIBIT 5
June 26, 2000
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W
Washington, D.C. 20549
Gentlemen:
I am a Senior Vice President and the General Counsel of Ogden
Corporation, a Delaware corporation (the "Company"), and have acted as counsel
for the Company in connection with the filing with the Securities and Exchange
Commission of a Registration Statement on Form S-8 (the "Registration
Statement") for the registration under the Securities Act of 1933, as amended
(the "Act"), of 600,000 shares of the Company's Common Stock, par value $.50 per
share (the "Stock"), in connection with the Company's Restricted Stock Plan for
Non- Employee Directors and the Company's Restricted Stock Plan (together, the
"Plans").
I am familiar with the preparation of the Registration Statement and
have made such further investigation as I have deemed pertinent and necessary as
a basis for this opinion.
Based on the foregoing, it is my opinion that the Stock is duly and
validly authorized and, upon the Registration Statement becoming effective, the
shares of Stock being registered by means of the Registration Statement, when
issued in accordance with the Plans, will be legally issued, fully paid and
non-assessable.
I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, I do not admit that I
am in the category of persons whose consent is required under Section 7 of the
Act.
Very truly yours,
/s/ Lynde H.Coit
Lynde H. Coit
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration
Statement of Ogden Corporation on Form S-8 of our reports dated March 30, 2000,
appearing in the Annual Report on Form 10-K/A of Ogden Corporation for the year
ended December 31, 1999 and to the reference to us under the heading "Experts"
in the Reoffer Prospectus, which is part of this Registration Statement.
/s/ DELOITTE & TOUCHE LLP
New York, New York
June 21, 2000
