OGDEN PROJECTS INC
8-K, 1994-09-30
COGENERATION SERVICES & SMALL POWER PRODUCERS
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                    SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C.  20549


                   ____________________________________



                                 FORM 8-K


                              CURRENT REPORT
                    PURSUANT TO SECTION 13 OR 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934



             Date of Report (Date of earliest event reported):

                            September 27, 1994



                           OGDEN PROJECTS, INC.
          (Exact Name of Registrant as Specified in Its Charter)


     Delaware                     1-10282              13-3213657

(State or other          (Commission File Number)   (IRS Employer
 Jurisdiction of                                     Identification No.)
 Incorporation)



     40 Lane Road, Fairfield, New Jersey               07007-2615
   (Address of Principal Executive office)             (Zip Code)


Registrant's telephone number, including area code:  (201) 882-9000




                                   NONE
       (Former Name or Former Address, if Changed Since Last Report)


<PAGE>
Item 5.   Other Events

          On September 27, 1994, Ogden Projects, Inc. ("OPI") and Ogden
Corporation ("Ogden") entered into a definitive agreement to merge (the
"Merger Agreement") pursuant to which a wholly-owned subsidiary of Ogden will
be merged with and into OPI, and each share of OPI's common stock not already
owned by Ogden (other than shares as to which appraisal rights are exercised)
will be converted into the right to receive 0.84 of a share of Ogden's common
stock.  Ogden presently owns approximately 84% of the outstanding common
stock of OPI.

          Following Ogden's initial proposal, on June 6, 1994, to acquire OPI
in a merger in which each OPI share not owned by Ogden would have been
converted into 0.78 of a share of Ogden Common Stock, several civil actions
were brought by OPI shareholders against Ogden, OPI and OPI's directors
alleging that such offer was unfair to the public shareholders of OPI.  In
connection with the execution of the Merger Agreement, all parties to such
actions have agreed in principle to a settlement of the actions based on the
terms of the Merger Agreement, subject to a variety of conditions including
court approval.

          A copy of the press release issued jointly by Ogden and OPI with
respect to the merger and a copy of the Agreement and Plan of Merger are
attached as exhibits to this Current Report on Form 8-K and are incorporated
herein by reference in their entirety.


Item 7.   Financial Statements, Pro Forma Financial Information and Exhibits

          (a)  Financial statements of business acquired:  Not Applicable

          (b)  Pro forma financial information:  Not Applicable

          (c)  Exhibits:

               (1)  Joint Press Release of Ogden Corporation and Ogden
                    Projects, Inc. dated September 27, 1994.

               (2)  Agreement and Plan of Merger by and among Ogden
                    Corporation, OPI Acquisition Corp. and Ogden Projects,
                    Inc. dated as of September 27, 1994.




<PAGE>
                                SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                        OGDEN PROJECTS, INC.



Dated:  September 30, 1994              By:  /S/Jeffrey R. Horowitz
                                             Jeffrey R. Horowitz
                                             Senior Vice President,
                                               General Counsel and Secretary











<PAGE>
                             INDEX TO EXHIBITS



EXHIBIT                                                       FILING
NUMBER                    DESCRIPTION OF EXHIBIT            INFORMATION

(c)(1)         Joint Press Release of Ogden Corporation     Transmitted
               and Ogden Projects, Inc., dated              herewith.
               September 27, 1994.


(c)(2)         Agreement and Plan of Merger by and          Transmitted
               among Ogden Corporation, OPI Acquisition     herewith.
               Corp. and Ogden Projects, Inc., dated
               dated September 27, 1994.  

EXHIBIT (c)(1)


OGDEN                                        NANCY R. CHRISTAL
- - - -----                                        Two Pennsylvania Plaza
NEWS                                         New York, NY  10121
FOR IMMEDIATE RELEASE                        (212) 868-5421


                 OGDEN ENTERS INTO DEFINITIVE AGREEMENT TO
                              MERGE WITH OPI

     New York, N.Y., September 27, 1994 -- Ogden Corporation ("Ogden") and
Ogden Projects, Inc. ("OPI") announced today that they had entered into a
definitive agreement to merge, with OPI shareholders to receive 0.84 of a
share of Ogden common stock for each outstanding share of OPI.  The merger
agreement has been approved by a special committee of independent directors
of OPI, which has received the opinion of its financial advisor, CS First
Boston Corporation, that the exchange ratio is fair from a financial point of
view to OPI's public shareholders.  The merger agreement has also been
approved by the Boards of Directors of both companies.

     Ogden, which owns approximately 84% of OPI, proposed a merger on June 6,
1994, at an exchange ratio of 0.78 shares of Ogden common stock for each
outstanding OPI share.  The Merger, which is expected to be consummated
before year end, is subject to certain customary conditions.  OPI
shareholders who do not vote in favor of the Merger will have the right to
demand payment in cash pursuant to an appraisal proceeding conducted in
accordance with Delaware law.

     The final terms of the Merger were reached after discussions by Ogden
with both representatives of the OPI special committee and representatives of
the shareholders who had commenced litigation with respect to the original
proposal.

     R. Richard Ablon, President and Chief Executive Officer of Ogden, said
"This merger will allow Ogden to broaden its equity base and strengthen its
borrowing capacity.  It enables existing OPI shareholders to retain a
significant interest in OPI, which remains an important core business of
Ogden, and to acquire a significant interest in Ogden's other businesses.  In
addition, they will own an equity security with significantly greater
liquidity and a strong dividend."

     Ogden is a leading global provider of support services to energy and
environmental agencies, airports and airlines, sports and entertainment
facilities, industrial plants, office buildings, and government agencies. 
Its OPI subsidiary is the industry leader in the design, construction, and
operation of waste-to-energy facilities serving 16 million people in
municipalities throughout North America.  With 25 projects currently
operating, OPI operate more large-scale waste-to-energy facilities than any
other company in the world.  Common Stocks of both Ogden and OPI are traded
on the New York Stock Exchange.


                                   # # #

EXHIBIT (c)(2)










                  AGREEMENT AND PLAN OF MERGER




                          by and among




                       OGDEN CORPORATION,


                      OPI ACQUISITION CORP.


                               and


                      OGDEN PROJECTS, INC.












                 Dated as of September 27, 1994<PAGE>
                        TABLE OF CONTENTS

                                                             Page

I.  THE MERGER

          Section 1.1  The Merger. . . . . . . . . . . . . . .  1
          Section 1.2  Effective Time of the Merger. . . . . .  2

II.  THE SURVIVING CORPORATION

          Section 2.1  Certificate of Incorporation. . . . . .  2
          Section 2.2  Bylaws. . . . . . . . . . . . . . . . .  2
          Section 2.3  Board of Directors; Officers. . . . . .  2

III.  CONVERSION OF SHARES

          Section 3.1  Exchange Ratio. . . . . . . . . . . . .  2
          Section 3.2  Exchange of Shares;
               Responsibility for Payments . . . . . . . . . .  4
          Section 3.3  Dividends; Transfer Taxes . . . . . . .  4
          Section 3.4  No Fractional Shares. . . . . . . . . .  5
          Section 3.5  Closing of the Company's
               Transfer Books. . . . . . . . . . . . . . . . .  5
          Section 3.6  Closing . . . . . . . . . . . . . . . .  5

IV.  REPRESENTATIONS AND WARRANTIES OF PARENT

          Section 4.1  Organization and Qualification. . . . .  5
          Section 4.2  Capitalization. . . . . . . . . . . . .  6
          Section 4.3  Authority Relative to this
               Agreement . . . . . . . . . . . . . . . . . . .  6
          Section 4.4  Governmental Approvals. . . . . . . . .  6
          Section 4.5  No Violations . . . . . . . . . . . . .  6
          Section 4.6  Reports and Financial
               Statements. . . . . . . . . . . . . . . . . . .  7
          Section 4.7  Absence of Certain Changes or
               Events. . . . . . . . . . . . . . . . . . . . .  7
          Section 4.8  Litigation. . . . . . . . . . . . . . .  7
          Section 4.9  Information in Disclosure
               Documents, Registration Statements, Etc . . . .  8
          Section 4.10  No Brokers . . . . . . . . . . . . . .  8
          Section 4.11  Reorganization . . . . . . . . . . . .  8
          Section 4.12  Compliance with Law. . . . . . . . . .  8
          Section 4.13  No Violation of Rights
               Agreement . . . . . . . . . . . . . . . . . . .  9

V.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          Section 5.1  Organization and Qualification. . . . .  9
          Section 5.2  Capitalization. . . . . . . . . . . . .  9
          Section 5.3  Subsidiaries. . . . . . . . . . . . . . 10
          Section 5.4  Authority Relative to this
               Agreement . . . . . . . . . . . . . . . . . . . 10
          Section 5.5  Governmental Approvals. . . . . . . . . 10
          Section 5.6  No Violations . . . . . . . . . . . . . 10
          Section 5.7  Reports and Financial
               Statements. . . . . . . . . . . . . . . . . . . 11
          Section 5.8  Absence of Certain Changes or
               Events. . . . . . . . . . . . . . . . . . . . . 11
          Section 5.9  Litigation. . . . . . . . . . . . . . . 11
          Section 5.10  Compliance with Law. . . . . . . . . . 12
          Section 5.11  Information in Disclosure
               Documents, Registration Statements,
               Etc.. . . . . . . . . . . . . . . . . . . . . . 12
          Section 5.12  Employee Benefit Plans; ERISA. . . . . 12
          Section 5.13  Antitakeover Statute
               Inapplicable. . . . . . . . . . . . . . . . . . 13
          Section 5.14  Company and Special Committee
               Action; Fairness Opinion. . . . . . . . . . . . 13
          Section 5.15  Vote Required. . . . . . . . . . . . . 13
          Section 5.16  No Brokers . . . . . . . . . . . . . . 13
          Section 5.17  Reorganization . . . . . . . . . . . . 13

VI.  REPRESENTATIONS AND WARRANTIES REGARDING SUB

          Section 6.1  Organization. . . . . . . . . . . . . . 13
          Section 6.2  Capitalization. . . . . . . . . . . . . 14
          Section 6.3  Authority Relative to this
               Agreement . . . . . . . . . . . . . . . . . . . 14

VII.  CONDUCT OF BUSINESS PENDING THE MERGER

          Section 7.1  Conduct of Business by the
               Company Pending the Merger. . . . . . . . . . . 14
          Section 7.2  Conduct of Business by Parent
               Pending the Merger. . . . . . . . . . . . . . . 15
          Section 7.3  Conduct of Business of Sub. . . . . . . 15

VIII.  ADDITIONAL AGREEMENTS

          Section 8.1  Access and Information. . . . . . . . . 16
          Section 8.2  Registration Statement/Proxy
               Statement . . . . . . . . . . . . . . . . . . . 16
          Section 8.3  Stockholders' Meeting . . . . . . . . . 17
          Section 8.4  Compliance with the Securities
               Act . . . . . . . . . . . . . . . . . . . . . . 17
          Section 8.5  Stock Exchange Listing. . . . . . . . . 17
          Section 8.6  Director and Officer
               Indemnification . . . . . . . . . . . . . . . . 17
          Section 8.7  Fees and Expenses . . . . . . . . . . . 18
          Section 8.8  Publicity . . . . . . . . . . . . . . . 18
          Section 8.9  Additional Agreements . . . . . . . . . 18

IX.  CONDITIONS PRECEDENT

          Section 9.1  Conditions to Each Party's
               Obligation to Effect the Merger . . . . . . . . 18
          Section 9.2  Conditions to Obligation of the
               Company to Effect the Merger. . . . . . . . . . 19
          Section 9.3  Conditions to Obligations of
               Parent and Sub to Effect the Merger . . . . . . 20

X.  TERMINATION, AMENDMENT AND WAIVER

          Section 10.1  Termination. . . . . . . . . . . . . . 21
          Section 10.2  Effect of Termination. . . . . . . . . 22
          Section 10.3  Amendment. . . . . . . . . . . . . . . 22
          Section 10.4  Waiver . . . . . . . . . . . . . . . . 22

XI.  GENERAL PROVISIONS

          Section 11.1  Non-Survival of
               Representations, Warranties and
               Agreements. . . . . . . . . . . . . . . . . . . 22
          Section 11.2  Notices. . . . . . . . . . . . . . . . 22
          Section 11.3  Subsidiaries . . . . . . . . . . . . . 23
          Section 11.4  Interpretation . . . . . . . . . . . . 23
          Section 11.5  Company and Board Action . . . . . . . 23
          Section 11.6  Miscellaneous. . . . . . . . . . . . . 24

<PAGE>
                  AGREEMENT AND PLAN OF MERGER


          AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated
as of September 27, 1994, by and among Ogden Corporation, a
Delaware corporation ("Parent"), OPI Acquisition Corp., a
Delaware corporation and a wholly owned subsidiary of Parent
("Sub"), and Ogden Projects, Inc., a Delaware corporation (the
"Company").

                       W I T N E S S E T H

          WHEREAS, Parent owns 32,000,000 shares of the Common
Stock, par value $.50 per share, of the Company ("Company Common
Stock"), constituting approximately 84% of the outstanding shares
of Company Common Stock;

          WHEREAS, the Board of Directors of the Company, based on
the unanimous recommendation of a special committee of independent
directors of the Company (the "Special Committee"), and the Boards
of Directors of Parent and Sub deem it advisable and in the best
interests of their respective stockholders to consummate, and have
by unanimous votes approved, the merger of Sub with and into the
Company (the "Merger"), upon the terms and subject to the
conditions set forth herein;

          WHEREAS, the Board of Directors of the Company has
approved an amendment (the "Appraisal Rights Amendment") to the
Company's amended and restated certificate of incorporation to
provide appraisal rights,  pursuant to Section 262 of the General
Corporation Law of the State of Delaware (the "DGCL"), to holders
of Company Common Stock who do not vote in favor of the Merger and
elect to demand appraisal;

          WHEREAS, the Merger will result in Parent owning 100% of
the equity interest of the Surviving Corporation (as defined
below); and

          WHEREAS, for federal income tax purposes, it is
intended that the Merger shall qualify as a reorganization within
the meaning of Section 368(a) of the Internal Revenue Code of
1986, as amended (the "Code");

          NOW, THEREFORE, in consideration of the premises and
the representations, warranties and agreements contained herein,
the parties hereto agree as follows:


                     ARTICLE I.  THE MERGER

          Section 1.1  The Merger.  Subject to the terms and
conditions hereof, at the Effective Time (as defined in Section
1.2), Sub shall be merged into the Company and the separate
existence of Sub shall thereupon cease, and the name of the
Company, as the surviving corporation in the Merger (the
"Surviving Corporation"), shall by virtue of the Merger remain
"Ogden Projects, Inc."  The Merger shall have the effects set
forth in the DGCL.

          Section 1.2  Effective Time of the Merger.  The Merger
shall become effective when, in accordance with the DGCL, a
properly executed Certificate of Merger is duly filed with the
Secretary of State of the State of Delaware, which filing shall
be made contemporaneously with the closing of the transactions
contemplated by this Agreement in accordance with Section 3.6. 
When used in this Agreement, the term "Effective Time" shall mean
the date and time at which such Certificate is so filed.


             ARTICLE II.  THE SURVIVING CORPORATION

          Section 2.1  Certificate of Incorporation.  The
Certificate of Incorporation of Sub as in effect immediately
prior to the Effective Time shall be the Certificate of
Incorporation of the Surviving Corporation, until such
Certificate of Incorporation is thereafter changed or amended as
provided therein or by law, except that Article First of the
Certificate of Incorporation of the Surviving Corporation shall
be amended to read as follows: "The name of the Corporation is
OGDEN PROJECTS, INC."  

          Section 2.2  Bylaws.  The Bylaws of Sub as in effect
immediately prior to the Effective Time shall be the Bylaws of
the Surviving Corporation. 

          Section 2.3  Board of Directors; Officers.

          (a)  The directors of Sub immediately prior to the
Effective Time shall be the initial directors of the Surviving
Corporation and shall serve until their respective successors are
duly elected or appointed and qualify in the manner provided in
the Certificate of Incorporation and Bylaws of the Surviving
Corporation, or as otherwise provided by law.

          (b)  The officers of the Company immediately prior to
the Effective Time shall be the initial officers of the Surviving
Corporation and shall serve until their respective successors are
duly elected or appointed and qualify in the manner provided in
the Certificate of Incorporation and Bylaws of the Surviving
Corporation, or as otherwise provided by law.


               ARTICLE III.  CONVERSION OF SHARES

          Section 3.1  Exchange Ratio.  As of the Effective Time,
by virtue of the Merger and without any action on the part of any
holder of Company Common Stock:

          (a)  All shares of Company Common Stock which are held
in the treasury by the Company or by any subsidiary of the
Company, and any shares of Company Common Stock owned of record
by Parent, Sub or any other subsidiary of Parent, shall be
cancelled (the "Cancelled Shares").

          (b)  Subject to Section 3.4, each then issued and
outstanding share of Company Common Stock (other than the
Cancelled Shares and other than shares of Company Common Stock as
to which appraisal rights shall have been duly demanded
("Dissenting Shares")) shall be converted solely into the right
to receive, upon the surrender of the certificate formerly
representing such share of Company Common Stock (a "Certificate")
in accordance with Section 3.2, (i) 0.84 of a share (the
"Exchange Ratio") of Common Stock, par value $.50 per share, of
Parent ("Parent Common Stock") and (ii) for each whole share of
Parent Common Stock into which the shares of Company Common Stock
represented by such Certificate are so convertible pursuant to
the immediately preceding clause (i), a right (each a "Right" and
collectively, the "Rights") issued pursuant to the Rights
Agreement, dated as of September 20, 1990, between Parent and
Chemical Bank (formerly Manufacturers Hanover Trust Company), as
agent (the "Rights Agreement").

          (c)  Each then issued and outstanding share of Common
Stock, par value $.50 per share, of Sub ("Sub Common Stock")
shall be converted into one share of Common Stock, par value $.50
per share, of the Surviving Corporation.

          (d)  Each option to purchase shares of Company Common
Stock ("Company Stock Options") which is outstanding immediately
prior to the Effective Time pursuant to the Company's 1989
Employees' Stock Option Plan (the "Stock Option Plan") shall be
converted into the right to receive (subject to any required
action by stockholders), at no additional cost to the individual
holding such option, in lieu of the number of shares of Company
Common Stock then subject to such option, a number of shares of
Parent Common Stock and Rights which such individual would have
been entitled to receive pursuant to this Agreement if at the
Effective Time such individual had been a holder of record of a
number of shares of Company Common Stock equal to the number of
shares of Company Common Stock then subject to such option
("Parent Stock Options").  Each Parent Stock Option and the
obligation to issue shares of Parent Common Stock upon exercise
of Parent Stock Options shall be assumed by Parent effective as
of the Effective Time.  Fractional shares shall not be issued
upon the exercise of Parent Stock Options.  Each Parent Stock
Option shall otherwise be exercisable upon the same terms and
conditions as set forth in the option agreement respecting the
Company Stock Option converted into such Parent Stock Option. 
Such terms and conditions shall include a per share option price
that reflects the foregoing.  As promptly as practicable after
the Effective Time, Parent shall prepare and file with the
Securities and Exchange Commission, and cause to become effective
under the Securities Act of 1933, as amended, a registration
statement on Form S-8 with respect to any Parent Stock Options
issued pursuant to this paragraph.

          (e)  The holders of Dissenting Shares, if any, shall be
entitled to payment by the Surviving Corporation of the appraised
value of such shares to the extent permitted by and in accordance
with the provisions of the Appraisal Rights Amendment and Section
262 of the DGCL; provided, however, that (i) if any holder of the
Dissenting Shares shall, under the circumstances permitted by the
DGCL, subsequently deliver a written withdrawal of his demand for
appraisal of such shares, or (ii) in any holder fails to
establish his entitlement to rights to payment as provided in
such Section 262, or (iii) if neither any holder of Dissenting
Shares nor the Surviving Corporation has filed a petition
demanding a determination of the value of all Dissenting Shares
within the time provided in such Section 262, such holder or
holders (as the case may be) shall forfeit such right to payment
for such shares and such shares shall thereupon be deemed to have
been converted into Parent Common Stock pursuant to Section
3.1(b) hereof as of the Effective Time.

          Section 3.2  Exchange of Shares; Responsibility for
Payments.  Prior to the Effective Time, Parent shall authorize
Chemical Bank, or such other bank or trust company having a place
of business in New York City and that is reasonably acceptable to
the Company, to act as Exchange Agent hereunder (the "Exchange
Agent").  As soon as practicable after the Effective Time, the
Exchange Agent shall mail and make available to each record
holder of a Certificate or Certificates a notice and letter of
transmittal in customary form advising such holder of the
effectiveness of the Merger and the procedure for surrendering to
the Exchange Agent such Certificate or Certificates for exchange
pursuant to this Agreement.  Upon the surrender to the Exchange
Agent of such Certificate or Certificates, together with such
letter of transmittal duly executed and completed in accordance
with the instructions thereon, the Exchange Agent shall promptly
cause to be delivered to such holder, and each holder of a
Certificate will be entitled to receive, certificates
representing the number of shares (rounded down to the nearest
whole number) of Parent Common Stock into which the shares of
Company Common Stock represented by such Certificate were
converted in the Merger (and representing an equal number of
Rights) and a check payable to such holder representing the
payment of cash in lieu of fractional shares of Parent Common
Stock, if any, determined in accordance with Section 3.4, to
which such holder is entitled.  Certificates so surrendered shall
forthwith be cancelled.  Parent Common Stock into which Company
Common Stock shall be converted in the Merger shall be deemed to
have been issued at the Effective Time.

          Section 3.3  Dividends; Transfer Taxes.  No dividends
or distributions that are declared or made on Parent Common Stock
after the Effective Time with a record date after the Effective
Time will be paid to persons entitled to receive certificates
representing Parent Common Stock pursuant to this Agreement until
such persons surrender their Certificates representing Company
Common Stock.  Upon such surrender, there shall be paid to the
person in whose name the certificates representing such Parent
Common Stock shall be issued, any dividends or distributions
which shall have become payable with respect to such Parent
Common Stock between the Effective Time and the time of such
surrender.  In no event shall the person entitled to receive such
dividends or distributions be entitled to receive interest
thereon.  In the event that any certificates for any shares of
Parent Common Stock are to be issued in a name other than that in
which the Certificates representing shares of Company Common
Stock surrendered in exchange therefor are registered, it shall
be a condition of such exchange that the person requesting such
exchange shall pay to the Exchange Agent any transfer or other
taxes required by reason of the issuance of certificates for such
shares of Parent Common Stock in a name other than that of the
registered holder of the Certificate surrendered, or shall
establish to the satisfaction of the Exchange Agent that such tax
has been paid or is not applicable.  

<PAGE>
          Section 3.4  No Fractional Shares.  No certificates or
scrip representing fractional shares of Parent Common Stock shall
be issued upon the surrender for exchange of Certificates
representing Company Common Stock pursuant to this Article III,
and no dividend, distribution, stock split or other change in the
capital structure of Parent shall relate to any fractional
security, and such fractional interests shall not entitle the
owner thereof to vote or to any rights of a security holder of
Parent.  In lieu of any such fractional shares, each holder of
Company Common Stock who would otherwise have been entitled to a
fraction of a share of Parent Common Stock upon surrender of
Certificates for exchange pursuant to this Article III shall be
paid by the Surviving Corporation an amount in cash (without
interest) upon such surrender equal to such fraction multiplied
by the closing sale price of Parent Common Stock as reported in
the consolidated transaction reporting system of the New York
Stock Exchange (the "NYSE") on the date of the Effective Time or,
if Parent Common Stock is not so traded on such date, the closing
sale price on the next preceding day on which such a closing sale
price was reported in the consolidated transaction reporting
system of the NYSE.

          Section 3.5  Closing of the Company's Transfer Books.  
Upon the date of the Effective Time, the stock transfer books of
the Company shall be closed and no transfer of shares of Company
Common Stock shall be made thereafter.  If, after the Effective
Time, Certificates are presented to the Surviving Corporation,
they shall be cancelled and exchanged for certificates
representing Parent Common Stock and/or cash as provided in this
Article III.  Notwithstanding the foregoing, or any other
provision of this Article III, neither the Exchange Agent nor any
party hereto shall be liable to a holder of shares of Company
Common Stock for any shares of Parent Common Stock or dividends
or distributions thereon, or, in accordance with Section 3.4,
amounts due in respect of fractional interests, delivered to a
public official pursuant to any applicable escheat, unclaimed
property or other similar laws.

          Section 3.6  Closing.  The closing of the transactions
contemplated by this Agreement (the "Closing") shall take place
(i) at the offices of Cleary, Gottlieb, Steen & Hamilton, One
Liberty Plaza, New York New York 10006, at 10:00 A.M. local time
on the later of (x) the business day next following the date of
the Meeting (as defined in Section 8.3) or (y) the day on which
the last of the conditions set forth in Article IX is fulfilled
or waived or (ii) at such other time and place as Parent and the
Company shall agree.

      ARTICLE IV.  REPRESENTATIONS AND WARRANTIES OF PARENT

          Parent represents and warrants to the Company as
follows:

          Section 4.1  Organization and Qualification.  Parent is
a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and has the
corporate power to carry on its business as it is now being
conducted or presently proposed to be conducted.  Parent is duly
qualified as a foreign corporation to do business, and is in good
standing, in each jurisdiction where the character of its
properties owned or held under lease or the nature of its
activities make such qualification necessary, except where the
failure to be so qualified will not, individually or in the
aggregate, have a material adverse effect on the business,
properties, assets, financial condition or results of operations
of Parent and its subsidiaries taken as a whole (a "Parent
Material Adverse Effect").

          Section 4.2  Capitalization.  The authorized capital
stock of Parent consists of 80,000,000 shares of Parent Common
Stock and 4,000,000 shares of Preferred Stock, par value $1.00
per share ("Parent Preferred Stock").  As of the close of
business on September 21, 1994, 43,616,804 shares of Parent
Common Stock and 54,090 shares of Parent Preferred Stock (all of
which are designated as Series A $1.875 Cumulative Convertible
Preferred Stock) were issued and outstanding.  All of the shares
of Parent Common Stock issuable in exchange for Company Common
Stock at the Effective Time in accordance with this Agreement
will be, when so issued, duly authorized, validly issued, fully
paid and nonassessable and free of preemptive rights.

          Section 4.3  Authority Relative to this Agreement. 
Parent has the corporate power to enter into this Agreement and
to carry out its obligations hereunder.  The execution and
delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by
Parent's Board of Directors, and no stockholder approval or other
corporate proceedings on the part of Parent are necessary to
authorize this Agreement and the transactions contemplated
hereby.  This Agreement has been duly and validly executed and
delivered by each of Parent and Sub and (assuming the due and
valid execution and delivery by the Company) is a valid and
binding agreement of each of Parent and Sub, enforceable against
Parent and Sub in accordance with its terms (except as
enforceability may be limited by bankruptcy, insolvency,
moratorium or other similar laws affecting creditors' rights
generally or by the principles governing the availability of
equitable remedies).

          Section 4.4  Governmental Approvals.  Except as
referred to herein or in connection with or in compliance with
the provisions and applicable requirements of the Securities Act,
the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), the corporation, securities, takeover and blue sky laws of
the various states (including the DGCL), and the rules and
regulations of the NYSE, no filing or registration with, or
authorization, consent or approval of, any public body or
authority is necessary for the consummation by Parent and Sub of
the Merger or the other transactions contemplated by this
Agreement, other than filings, registrations, authorizations,
consents or approvals that the failure to make or obtain would in
the aggregate neither have a Parent Material Adverse Effect nor
prevent the consummation or call into question the validity of
the transactions contemplated hereby.

          Section 4.5  No Violations.  Neither the execution and
delivery of this Agreement by Parent or Sub, nor the consummation
by Parent or Sub of the transactions contemplated hereby, nor
compliance by Parent or Sub with any of the provisions hereof,
will (i) conflict with or result in any breach of any provisions
of the Certificate of Incorporation or Bylaws of Parent or Sub,
(ii) result in a violation or breach of, or constitute (with or
without due notice or lapse of time or both) a default (or give
rise to any right of termination, cancellation or acceleration)
under, any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, license, contract, agreement or other
instrument or obligation to which Parent or any of its
subsidiaries is a party or by which any of them or any of their
properties or assets may be bound, or (iii) violate any order,
writ, injunction, decree, statute, rule or regulation applicable
to Parent, any of its subsidiaries or any of their properties or
assets, except in the case of clauses (ii) and (iii) above, for
violations, breaches or defaults which will in the aggregate
neither have a Parent Material Adverse Effect nor prevent the
consummation of the transactions contemplated hereby.

          Section 4.6  Reports and Financial Statements.  Parent
has previously furnished the Company with true and complete
copies (without exhibits) of its (i) Annual Reports on Form 10-K
for the two years ended December 31, 1993, as filed with the SEC,
(ii) Quarterly Report on Form 10-Q for the period ended June 30,
1994, as filed with the SEC, (iii) proxy statements relating to
all meetings of its stockholders (whether annual or special)
since January 1, 1993 and (iv) all other reports, registration
statements and other materials filed by Parent with the SEC since
January 1, 1993 (the items described in the preceding clauses (i)
through (iv) are collectively referred to herein as the "Parent
SEC Filings").  Except as amended by subsequent Parent SEC
Filings, and except with respect to the Company and any
subsidiaries of the Company (as to which no representation is
given), as of their respective dates, the Parent SEC Filings
(including all documents incorporated by reference therein) did
not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary
to make the statements therein, in light of the circumstance
under which they were made, not misleading.  The historical
consolidated financial statements of Parent included in the
Parent SEC Filings have been prepared in accordance with
generally accepted accounting principles applied on a consistent
basis (except as may be otherwise indicated therein or in the
notes thereto) and fairly present the consolidated financial
position of Parent and its consolidated subsidiaries as at the
dates thereof and the results of their operations and changes in
financial position for the periods then ended, subject, in the
case of the historical unaudited interim financial statements, to
normal year-end adjustments.

          Section 4.7  Absence of Certain Changes or Events.  
Since June 30, 1994, Parent has not (i) suffered any occurrences
or developments which, individually or in the aggregate, have had
or are reasonably likely to have a Parent Material Adverse Effect
or (ii) learned of occurrences or developments which,
individually or in the aggregate, have had or are reasonably
likely to have a Parent Material Adverse Effect (whether
occurring before or after June 30, 1994).

          Section 4.8  Litigation.  Except as disclosed in the
Parent SEC Filings, (i) there is no suit, action, claim or
proceeding pending against Parent or any of its subsidiaries
(other than the Company and its subsidiaries), the outcome of
which, in the reasonable judgment of Parent, presents a
reasonable possibility of having a Parent Material Adverse
Effect, and, to the best of Parent's knowledge, there is no other
suit, action, claim or proceeding threatened in writing which, in
the reasonable judgment of Parent, presents a reasonable
possibility of having a Parent Material Adverse Effect and (ii)
neither Parent nor any of its subsidiaries (other than the
Company and its subsidiaries), nor any property or assets of any
of them, is subject to any order, judgment, injunction or decree
that has had or is reasonably likely to have a Parent Material
Adverse Effect.

          Section 4.9  Information in Disclosure Documents,
Registration Statements, Etc.  None of the information supplied
by Parent or Sub for inclusion in (i) the Registration Statement
to be filed with the SEC by Parent on Form S-4 under the
Securities Act for the purpose of registering the shares of
Parent Common Stock to be issued in the Merger (the "Registration
Statement") and (ii) the proxy statement of the Company (the
"Proxy Statement") required to be mailed to the Company's
stockholders in connection with the Appraisal Rights Amendment
and the Merger will, in the case of the Proxy Statement or any
amendments or supplements thereto, at the time of the mailing of
the Proxy Statement and any amendments or supplements thereto,
and at the time of the Meeting (as hereinafter defined), or, in
the case of the Registration Statement, at the time it becomes
effective and at the Effective Time, contain any untrue statement
of a material fact or omit to state any material fact required to
be stated therein or necessary in order to make the statements
therein, in light of the circumstances under which they are made,
not misleading; provided, however, that no representation is made
by Parent or Sub with respect to statements made in the
Registration Statement or the Proxy Statement based on
information supplied by the Company for inclusion or
incorporation by reference in the Registration Statement or the
Proxy Statement.  The Registration Statement will comply as to
form in all material respects with the provisions of the
Securities Act, and the rules and regulations promulgated
thereunder.

          Section 4.10  No Brokers.  Parent represents and
warrants that, except for its investment banker, Goldman, Sachs &
Co., no broker, finder or investment banker is entitled to any
brokerage, finder's or other fee or commission in connection with
the Merger or the transactions contemplated by this Agreement
based upon arrangements made by or on behalf of Parent or Sub.

          Section 4.11  Reorganization.  To the best knowledge of
Parent, neither Parent nor Sub has knowingly taken any action or
failed to take any action, which action or failure to take action
would jeopardize the qualification of the Merger as a
reorganization within the meaning of Section 368(a) of the Code.

          Section 4.12  Compliance with Law.  Parent and each of
its subsidiaries (other than the Company and its subsidiaries)
has in the past duly complied, and is presently complying, with
all applicable laws (whether statutory or otherwise), rules,
regulations, orders, ordinances, judgments or decrees of all
governmental authorities (federal, state, local, foreign or
otherwise), including, without limitation, laws relating to human
health and safety or pollution or protection or cleanup of the
environment (collectively, "Laws"), except failures to have so
complied or be so complying that would not, individually or in
the aggregate, have a Parent Material Adverse Effect.  Neither
Parent nor any of its subsidiaries (other than the Company and
its subsidiaries) has received any notifications of any asserted
present or past failure by it, with respect to their businesses,
to comply with any of such Laws, except any notifications which
would not, individually or in the aggregate, have a Parent
Material Adverse Effect.  

          Section 4.13  No Violation of Rights Agreement.  None
of the execution or delivery of this Agreement or the
transactions contemplated by this Agreement, including the
issuance of Parent Common Stock pursuant to the Merger, will (i)
cause a Distribution Date or Stock Acquisition Date (as those
terms are defined in the Rights Agreement) or (ii) trigger the
consequences of, or be prohibited by, Section 11 or Section 13 of
the Rights Agreement. 


    ARTICLE V.  REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          The Company represents and warrants to Parent and Sub
as follows:

          Section 5.1  Organization and Qualification.  The
Company is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has the
corporate power to carry on its business as it is now being
conducted or presently proposed to be conducted.  The Company is
duly qualified as a foreign corporation to do business, and is in
good standing, in each jurisdiction where the character of its
properties owned or held under lease or the nature of its
activities makes such qualification necessary, except where the
failure to be so qualified will not, individually or in the
aggregate, have a material adverse effect on the business,
properties, assets, financial condition or results of operations
of the Company and its subsidiaries taken as a whole (a "Company
Material Adverse Effect").

          Section 5.2  Capitalization.  The authorized capital
stock of the Company consists of 40,000,000 shares of Company
Common Stock and 1,000,000 shares of Preferred Stock, par value
$1.00 per share ("Company Preferred Stock").  As of the close of
business on September 21, 1994, 38,093,975 shares of Company
Common Stock and no shares of Company Preferred Stock were issued
and outstanding.  As of the close of business on September 21,
1994, 347,002 shares of Company Common Stock were reserved for
possible issuance upon exercises of Company Stock Options granted
pursuant to the Stock Option Plan.  All shares of Company Common
Stock that are outstanding are, and any shares of Company Common
Stock issued upon exercise of the Company Stock Options will be,
when so issued, duly authorized, validly issued, fully paid and
nonassessable and free of preemptive rights.  Except for Company
Stock Options outstanding as of the date hereof under the Stock
Option Plan, there are not now, and at the Effective Time there
will not be, any options, warrants or other rights, agreements or
commitments obligating the Company to issue, transfer or sell any
shares of its capital stock.

          Section 5.3  Subsidiaries.  Except as set forth on
Schedule 5.3 hereto, the Company does not directly or indirectly
own any subsidiary.  Each subsidiary of the Company is a
corporation duly organized, validly existing and in good standing
under the laws of its jurisdiction of incorporation and has the
corporate power to carry on its business as it is now being
conducted or presently proposed to be conducted.  Each subsidiary
of the Company is duly qualified as a foreign corporation to do
business, and is in good standing, in each jurisdiction where the
character of its properties owned or held under lease or the
nature of its activities makes such qualification necessary,
except where the failure to be so qualified will not have a
Company Material Adverse Effect.  Except as set forth on Schedule
5.3, all the outstanding shares of capital stock of each
subsidiary of the Company are validly issued, fully paid and
nonassessable and free of preemptive rights and are owned by the
Company or by another subsidiary of the Company free and clear of
any liens, claims, or encumbrances ("Liens").  Except as set
forth on Schedule 5.3, there are no existing options, calls or
commitments of any character relating to the issued or unissued
capital stock or other securities of any subsidiary of the
Company.  

          Section 5.4  Authority Relative to this Agreement.  The
Company has the corporate power to enter into this Agreement and
to carry out its obligations hereunder.  The execution and
delivery of this Agreement and the consummation of the
transactions contemplated hereby have been duly authorized by the
Company's Board of Directors and, except for the approval of the
holders of Company Common Stock at the Meeting, no other
corporate proceedings on the part of the Company are necessary to
authorize this Agreement and the transactions contemplated
hereby.  This Agreement has been duly and validly executed and
delivered by the Company and (assuming the due and valid
execution and delivery by each of Parent and Sub) is a valid and
binding agreement of the Company, enforceable against the Company
in accordance with its terms (except as enforceability may be
limited by bankruptcy, insolvency, moratorium or other similar
laws affecting creditors' rights generally or by the principles
governing the availability of equitable remedies).

          Section 5.5  Governmental Approvals.  Except as
referred to herein or in connection with or in compliance with
the provisions and applicable requirements of the Securities Act,
the Exchange Act, the corporation, securities, takeover and blue
sky laws of the various states (including the DGCL), and the
rules and regulations of the NYSE, no filing or registration
with, or authorization, consent or approval of, any public body
or authority is necessary for the consummation by the Company of
the Merger or the other transactions contemplated by this
Agreement, other than filings, registrations, authorizations,
consents or approvals that the failure to make or obtain would in
the aggregate neither have a Company Material Adverse Effect nor
prevent the consummation or call into question the validity of
the transactions contemplated hereby.

          Section 5.6  No Violations.  Neither the execution and
delivery of this Agreement by the Company, nor the consummation
by the Company of the transactions contemplated hereby, nor
compliance by the Company with any of the provisions hereof, will
(i) conflict with or result in any breach of any provisions of
the Certificate of Incorporation or Bylaws of the Company, (ii)
result in a violation or breach of, or constitute (with or
without due notice or lapse of time or both) a default (or give
rise to any right of termination, cancellation or acceleration)
under, any of the terms, conditions or provisions of any note,
bond, mortgage, indenture, license, contract, agreement or other
instrument or obligation to which the Company or any of its
subsidiaries is a party or by which any of them or any of their
properties or assets may be bound, or (iii) violate any order,
writ, injunction, decree, statute, rule or regulation applicable
to the Company or any of its subsidiaries or any of their
properties or assets, except in the case of clauses (ii) and
(iii) above, for violations, breaches or defaults which will in
the aggregate neither have a Company Material Adverse Effect nor
prevent the consummation of the transactions contemplated hereby.

          Section 5.7  Reports and Financial Statements.  The
Company has previously furnished Parent with true and complete
copies (without exhibits) of its (i) Annual Reports on Form 10-K
for the two years ended December 31, 1993, as filed with the SEC,
(ii) Quarterly Report on Form 10-Q for the period ended June 30,
1994, as filed with the SEC, (iii) proxy statements relating to
all meetings of its stockholders (whether annual or special)
since January 1, 1993 and (iv) all other reports, registration
statements and other materials filed by the Company with the SEC
since January 1, 1993 (the items described in the preceding
clauses (i) through (iv) are collective referred to herein as the
"Company SEC Filings").  Except as amended by subsequent Company
SEC Filings, the Company SEC Filings (including all documents
incorporated by reference therein) did not contain any untrue
statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make the statements
therein, in light of the circumstances under which they were
made, not misleading.  The historical consolidated financial
statements of the Company included in the Company SEC Filings
have been prepared in accordance with generally accepted
accounting principles applied on a consistent basis (except as
may be otherwise indicated therein or in the notes thereto) and
fairly present the consolidated financial position of the Company
and its consolidated subsidiaries as at the dates thereof and the
results of their operations and changes in financial position for
the periods then ended, subject, in the case of the historical
unaudited interim financial statements, to normal year-end
adjustments. 

          Section 5.8  Absence of Certain Changes or Events. 
Since June 30, 1994, the Company has not (i) suffered any
occurrences or developments which, individually or in the
aggregate, have had or are reasonably likely to have a Company
Material Adverse Effect or (ii) learned of occurrences or
developments which, individually or in the aggregate, have had or
are reasonably likely to have a Company Material Adverse Effect
(whether occurring before or after June 30, 1994).
    
          Section 5.9  Litigation.  Except as disclosed in the
Company SEC Filings, (i) there is no suit, action, claim or
proceeding pending against the Company or any of its
subsidiaries, the outcome of which, in the reasonable judgment of
the Company, presents a reasonable possibility of having a
Company Material Adverse Effect, and, to the best of the
Company's knowledge, there is no other suit, action, claim or
proceeding threatened in writing which, in the reasonable
judgment of the Company, presents a reasonable possibility of
having a Company Material Adverse Effect and (ii) neither the
Company nor any of its subsidiaries, nor any property or assets
of any of them, is subject to any order, judgment, injunction or
decree that has had or is reasonably likely to have a Company
Material Adverse Effect.

          Section 5.10  Compliance with Law.  The Company and
each of its subsidiaries has in the past duly complied, and is
presently duly complying, with all Laws, except failures to have
so complied or be so complying that would not, individually or in
the aggregate, have a Company Material Adverse Effect.  Neither
the Company nor any of its subsidiaries has received any
notifications of any asserted present or past failure by it, with
respect to their businesses, to comply with any of such Laws,
except any notifications which would not, individually or in the
aggregate, have a Company Material Adverse Effect. 

          Section 5.11  Information in Disclosure Documents,
Registration Statements, Etc..  None of the information supplied
by the Company for inclusion in the Proxy Statement or the
Registration Statement will, in the case of the Proxy Statement
or any amendments or supplements thereto, at the time of the
mailing of the Proxy Statement and any amendments or supplements
thereto, and at the time of the Meeting, or, in the case of the
Registration Statement, at the time it becomes effective and at
the Effective Time, contain any untrue statement of a material
fact or omit to state any material fact required to be stated
therein or necessary in order to make the statements therein, in
light of the circumstances under which they are made, not
misleading; provided, however, that no representation is made by
the Company with respect to statements made in the Proxy
Statement or the Registration Statement based on information
supplied by Parent or Sub for inclusion or incorporation by
reference in the Proxy Statement or the Registration Statement. 
The Proxy Statement will comply as to form in all material
respects with the provisions of the Exchange Act and the rules
and regulations promulgated thereunder.  

          Section 5.12  Employee Benefit Plans; ERISA.  

          (a)  The Company has heretofore delivered to Parent
true and complete copies (including all amendments) of, each
material bonus, incentive compensation, profit-sharing, pension,
retirement, stock purchase, stock option, deferred compensation,
loan program, hospitalization, group insurance, death benefit,
disability, collective bargaining and other employee benefit or
compensation plans, agreements or arrangements, including each
"employee benefit plan," as defined in Section 3(3) of the
Employee Retirement Income Security Act of 1974, as amended
("ERISA"), maintained by the Company or any of its subsidiaries
or to which the Company or any of its subsidiaries is a party. 
All "employee benefit plans" as defined in Section 3(3) of ERISA
maintained by the Company or any of its subsidiaries are in
compliance in all material respects with the applicable
provisions of ERISA and the Code and, to the Company's best
knowledge, all such plans that are intended to be funded are
fully funded except to the extent that the Parent has knowledge
of any underfunding.

          (b)  Notwithstanding the foregoing, nothing in this
Section 5.12 shall be deemed to apply to any plan, agreement or
arrangement sponsored and exclusively administered by Parent.

          Section 5.13  Antitakeover Statute Inapplicable. 
Section 203 of the DGCL as of the date hereof is, and at all
times at or prior to the Effective Time shall be, inapplicable to
this Agreement and the transactions contemplated hereby,
including the Merger.

          Section 5.14  Company and Special Committee Action;
Fairness Opinion.  The Company's Board of Directors (at a meeting
duly called and held), pursuant to the unanimous recommendation
adopted at a meeting duly called and held of the Special
Committee, has unanimously approved this Agreement and all of the
transactions contemplated by this Agreement and has determined
that the terms of the Merger are fair, from a financial point of
view, to the Company's stockholders (other than Parent and its
affiliates) (the "Public Stockholders").  The Special Committee
has received from CS First Boston Corporation an opinion to the
effect that the Exchange Ratio is fair, from a financial point of
view, to the Public Stockholders, and such opinion has not been
withdrawn.

          Section 5.15  Vote Required.  The affirmative vote of
the holders of two-thirds of the outstanding shares of Company
Common Stock is the only vote of the holders of any class of the
Company's capital stock necessary to approve this Agreement and
the transactions contemplated hereby, including the Appraisal
Rights Amendment and the Merger.

          Section 5.16  No Brokers.  The Company represents and
warrants that, except for the investment banker for the Special
Committee, CS First Boston Corporation, no broker, finder or
investment banker is entitled to any brokerage, finder's or other
fee or commission in connection with the Merger or the
transactions contemplated by this Agreement based upon
arrangements made by or on behalf of the Company or the Special
Committee.

          Section 5.17  Reorganization.  To the best knowledge of
the Company, the Company has not knowingly taken any action or
failed to take any action, which action or failure to take action
would jeopardize the qualification of the Merger as a
reorganization within the meaning of Section 368(a) of the Code.


    ARTICLE VI.  REPRESENTATIONS AND WARRANTIES REGARDING SUB

          Sub represents and warrants to the Company as follows:

          Section 6.1  Organization.  Sub is a corporation duly
organized, validly existing and in good standing under the laws of
the State of Delaware.  Sub has not engaged in any business since
it was incorporated.

          Section 6.2  Capitalization.  The authorized capital
stock of Sub consists of 1,000 shares of Common Stock, par value
$0.50 per share, 1,000 shares of which are validly issued and
outstanding, fully paid and nonassessable and free of preemptive
rights and are owned by Parent free and clear of all Liens.

          Section 6.3  Authority Relative to this Agreement.  Sub
has the corporate power to enter into this Agreement and to carry
out its obligations hereunder.  The execution and delivery of
this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by its Board of
Directors and sole stockholder, and no other corporate
proceedings on the part of Sub are necessary to authorize this
Agreement and the transactions contemplated hereby.


      ARTICLE VII.  CONDUCT OF BUSINESS PENDING THE MERGER

          Section 7.1  Conduct of Business by the Company Pending
the Merger.  Prior to the Effective Time, unless Parent shall
otherwise agree in writing, or except as otherwise contemplated
by this Agreement:

          (a)  the respective businesses of the Company and its
subsidiaries shall be conducted only in the ordinary and usual
course, consistent with past practices;

          (b)  the Company shall not (i) sell or pledge or agree
to sell or pledge any stock owned by it in any of its
subsidiaries, (ii) amend its Certificate of Incorporation (other
than the Appraisal Rights Amendment) or Bylaws, (iii) split,
combine or reclassify its outstanding capital stock or declare,
set aside or pay any dividend or distribution payable in cash,
stock or property, or (iv) directly or indirectly redeem,
purchase or otherwise acquire or agree to redeem, purchase or
otherwise acquire any shares of its capital stock or shares of
the capital stock of any of its subsidiaries;

          (c)  neither the Company nor any of its subsidiaries
shall (i) issue or agree to issue any additional shares of, or
rights of any kind to acquire any shares of, its capital stock of
any class (whether through the issuance or granting of options or
otherwise) other than issuances pursuant to the exercise of
Company Stock Options outstanding on the date hereof and
issuances pursuant to existing employee benefit plans or
arrangements in a manner consistent with past practice, (ii)
acquire, dispose of, transfer, lease, pledge or encumber any
fixed or other material assets other than in the ordinary and
usual course of business, consistent with past practices, (iii)
incur, assume or prepay any material indebtedness or any other
material liabilities or enter into any other material transaction
other than in the ordinary and usual course of business,
consistent with past practices, (iv) make any capital
expenditures, or authorize or enter into any contract or
commitment therefor, materially in excess of amounts presently
projected therefor and as previously disclosed to Parent, or (v)
enter into any contract, agreement, commitment or arrangement
with respect to any of the foregoing;


          (d)  the Company shall use its best efforts to preserve
intact the business organization of the Company and its
subsidiaries, to keep available the services of its and their
present officers and key employees, and to preserve the goodwill
of those having business relationships with it and its
subsidiaries; and

          (e)  neither the Company nor any of its subsidiaries
will (i) enter into any new, or amend any existing, employment
agreement with any officer or employee, (ii) adopt or amend any
employee benefit plan, trust, fund or other arrangement for the
benefit of any director, officer or employee or (iii) increase in
any manner the compensation or fringe benefits of any director,
officer or employee (except for normal increases in the ordinary
and usual course of business, consistent with past practices);
and

          (f)  neither the Company nor any of its subsidiaries
shall knowingly take any action which would jeopardize the
qualifications of the Merger as a reorganization within the
meaning of Section 368(a) of the Code.

          Section 7.2  Conduct of Business by Parent Pending the
Merger.  Prior to the Effective Time, unless the Company shall
otherwise agree in writing or as otherwise contemplated by this
Agreement:

          (a)  Parent shall not split, combine or reclassify the
Parent Common Stock or declare, set aside or pay any dividend or
distribution payable in cash, stock or property in respect of the
Parent Common Stock (except for regular quarterly cash dividends
consistent with past practices);

          (b)  Parent shall not issue or agree to issue any
additional shares of Parent Common Stock (or any options or
rights of any kind to acquire shares of Parent Common Stock upon
the exercise thereof (collectively, "Options")) other than (i)
the issuance of shares of Parent Common Stock upon exercise of
Options outstanding on the date of this Agreement, (ii) the
issuance of Options pursuant to existing employee benefit plans
or arrangements in a manner consistent with past practice, or
(iii) the issuance of shares of Parent Common Stock for a
consideration equal to at least the then-existing market value of
such Parent Common Stock (or, in the case of the issuance of
shares of Parent Common Stock upon the exercise of any Option,
for a consideration (including the consideration, if any,
received for the issuance of the Option) equal to at least the
market value, as of the date of issuance of the Option, of the
shares of Parent Common Stock to be issued upon exercise
thereof); provided, however, that any non-cash consideration
shall be valued in good faith by the Board of Directors of
Parent; and

          (c)  neither the Parent nor any of its subsidiaries
shall knowingly take any action which would jeopardize the
qualifications of the Merger as a reorganization within the
meaning of Section 368(a) of the Code.

          Section 7.3  Conduct of Business of Sub.  During the
period from the date of this Agreement to the Effective Time, Sub
shall not engage in any activities of any nature except as
provided in or contemplated by this Agreement.


              ARTICLE VIII.  ADDITIONAL AGREEMENTS

          Section 8.1  Access and Information.  

          (a) From and after the date hereof, Parent and the
Company shall afford to the other and to the other's accountants,
counsel and other representatives full access during normal
business hours throughout the period prior to the Effective Time
to all of its officers, properties, books, contracts, commitments
and records and, during such period, each shall furnish promptly
to the other (i) a copy of each report, schedule and other
document filed or received by it pursuant to the requirements of
federal or state securities laws, and (ii) all other information
concerning its business, properties and personnel as such other
party may reasonably request; provided, however, that no
investigation pursuant to this Section 8.1 shall affect, add to
or subtract from any representations or warranties made herein or
the conditions to the obligations of the respective parties to
consummate the Merger.  

          (b) Except as may be required by applicable law or
legal process, and except for such disclosure to those of its
directors, officers, employees and representatives as may be
appropriate or required in connection with the transactions
contemplated hereby, each party hereto shall hold in confidence
all nonpublic information obtained from another party hereto
(including work papers and other materials derived therefrom) as
a result of this Agreement or in connection with the transactions
contemplated hereby (whether so obtained before or after the
execution hereof) until such time as the party providing such
information consents to its disclosure or such information
becomes stale or otherwise publicly available.  Promptly
following any termination of this Agreement, each of the parties
hereto agrees to cause its respective directors, officers,
employees and representatives to destroy or return to the
providing party all such nonpublic information (including work
papers and other materials derived therefrom), and all copies thereof.

          Section 8.2  Registration Statement/Proxy Statement.

          (a)  Parent shall promptly prepare and file with the
SEC the Registration Statement and shall use all reasonable
efforts to have the Registration Statement declared effective by
the SEC as soon as practicable.  Parent shall also use its best
efforts to take any action required to be taken under state blue
sky or securities laws in connection with the issuance of shares
of Parent Common Stock pursuant to the Merger.  The Company shall
furnish Parent with all information concerning the Company and
the holders of its capital stock as Parent may reasonably request
in connection with the Registration Statement and such issuance
of shares of Parent Common Stock.

          (b)  The Company shall promptly prepare and file with
the SEC the Proxy Statement.  Parent and Sub shall furnish the
Company with all information concerning Parent and Sub as the
Company may reasonably request in connection with the Proxy
Statement.  Promptly after the Registration Statement becomes
effective, the Company shall mail the Proxy Statement to all
record holders of Company Common Stock who are holders on the
record date established in respect of the Meeting.

          Section 8.3  Stockholders' Meeting.  The Company shall,
in accordance with applicable law and its Certificate of
Incorporation and Bylaws, promptly and duly call, give notice of,
convene and hold as soon as practicable following the date upon
which the Registration Statement becomes effective, a special
meeting of the holders of Company Common Stock (the "Meeting")
for the purpose of voting to approve and adopt this Agreement. 
The Board of Directors of the Company, subject to their fiduciary
duties under Delaware law as advised by counsel, will recommend
that holders of Company Common Stock approve and adopt the
Appraisal Rights Amendment and this Agreement at the Meeting. 
The Company shall include in the Proxy Statement such
recommendation and take all reasonable lawful action to solicit
such approval.  At the Meeting, Parent shall vote or cause to be
voted in favor of approval and adoption of the Appraisal Rights
Amendment and this Agreement all shares of Company Common Stock
as to which it, Sub or its other subsidiaries hold proxies or are
otherwise entitled to vote or cause to be voted.

          Section 8.4  Compliance with the Securities Act.

          (a)  Prior to the Effective Time, the Company shall
cause to be delivered to Parent a letter (satisfactory to counsel
for Parent) identifying all persons who the Company believes are,
or will be, at the time of the Meeting, "affiliates" of the
Company as that term is used in paragraphs (c) and (d) of Rule
145 under the Securities Act (the "Affiliates").

          (b)  The Company shall use its best efforts to obtain a
written agreement from each person who is identified as a
possible Affiliate in the letter referred to in Section 8.4(a)
above, in the form previously approved by the parties, that he or
she will not offer to sell, sell or otherwise dispose of any
shares of Parent Common Stock issued to him or her pursuant to
the Merger, except pursuant to an effective registration
statement or in compliance with Rule 145 or another exemption
from the registration requirements of the Securities Act.  The
Company shall deliver all such written agreements to Parent at or
prior to the Effective Time.  The Company agrees that, with
respect to any Affiliate for whom such a letter is not delivered
to Parent in timely fashion, and subject to the requirements of
applicable law, Parent reserves the right to and may place an
appropriate restrictive legend on the certificates representing
shares of Parent Common Stock to be issued to such Affiliate
pursuant to the Merger.

          Section 8.5  Stock Exchange Listing.  Parent shall use
its best efforts to list on the NYSE, upon official notice of
issuance, the shares of Parent Common Stock to be issued pursuant
to the Merger.
    
          Section 8.6  Director and Officer Indemnification. 
Parent agrees that all rights to indemnification, advancement of
litigation expenses and limitation of personal liability existing
in favor of the directors and officers of the Company (the
"Indemnified Parties") under the provisions existing on the date
hereof in the Company's Certificate of Incorporation or Bylaws
shall, with respect to any matter existing or occurring at or
prior to the Effective Time (including the transactions
contemplated by this Agreement), survive the Effective Time, and
that, as of the Effective Time, Parent shall assume all
obligations of the Company in respect thereof as to any claim or
claims asserted prior to or within a six-year period immediately
after the Effective Time.

          Section 8.7  Fees and Expenses.  All costs and expenses
incurred in connection with this Agreement and the transactions
contemplated hereby shall be paid by the party incurring such
expenses, except that the aggregate expenses incurred in
connection with printing the Registration Statement and the Proxy
Statement and filing the Registration Statement and the Proxy
Statement with the SEC shall be shared equally by Parent and the
Company.

          Section 8.8  Publicity.  Parent and Sub, on the one
hand, and the Company, on the other hand, agree that they will
consult with each other concerning any proposed press release or
public announcement pertaining to the Merger and shall use their
best efforts to agree upon the text of any such press release or
public announcement prior to the publication of such press
release or the making of such public announcement, unless such
consultation or agreement is not practicable in light of the
timing of any disclosure requirements imposed by applicable law
or any listing agreement with the NYSE.

          Section 8.9  Additional Agreements.  Subject to the
terms and conditions herein provided, each of the parties hereto
agrees to use all reasonable efforts to take, or cause to be
taken, all actions and to do, or cause to be done, all things
necessary, proper or advisable (including under applicable laws
and regulations) to consummate the Merger as soon as is
reasonably possible and otherwise to consummate and make
effective the transactions contemplated by this Agreement,
including using all reasonable efforts to obtain all necessary
waivers, consents and approvals and to effect all necessary
registrations and filings.  In case at any time after the
Effective Time any further action is necessary or desirable to
carry out the purposes of this Agreement, the proper officers
and/or directors of Parent, Sub and the Company shall take all
such necessary action.


                ARTICLE IX.  CONDITIONS PRECEDENT

          Section 9.1  Conditions to Each Party's Obligation to
Effect the Merger.  The respective obligations of each party to
effect the Merger shall be subject to the fulfillment at or prior
to the Closing of the following conditions:

          (a) (i) the Registration Statement shall have become
effective in accordance with the provisions of the Securities Act
and (ii) no stop order suspending the effectiveness of the
Registration Statement shall have been issued by the SEC and
remain in effect;

          (b)  this Agreement and the transactions contemplated
hereby (including the Appraisal Rights Amendment) shall have been
approved and adopted by the requisite votes of the holders of
Company Common Stock;

          (c)  the Parent Common Stock issuable in the Merger
shall have been authorized for listing on the NYSE, upon official
notice of issuance; 

          (d)  no preliminary or permanent injunction or other
order by any federal or state court in the United States which
prohibits the consummation of the Merger shall have been issued
and remain in effect; 

          (e)  Parent shall have received all state securities or
blue sky permits and other authorizations necessary to issue
shares of Parent Common Stock pursuant to the Merger; and 

          (f)  the Appraisal Rights Amendment shall have been
filed and become effective pursuant to the DGCL.

          Section 9.2  Conditions to Obligation of the Company to
Effect the Merger.  The obligation of the Company to effect the
Merger shall be subject to the fulfillment at or prior to the
Closing of the additional following conditions:

          (a)  Parent and Sub shall have performed in all
material respects each of their obligations contained in this
Agreement required to be performed at or prior to the Effective
Time;

          (b)  except as contemplated or permitted by this
Agreement, each of the representations and warranties of Parent
and Sub contained in this Agreement shall be true in all material
respects when made and at and as of the date of the Effective
Time as if made at and as of such date, unless stated in this
Agreement to be true on and as of another date, in which case
such representation and warranty shall have been true in all
material respects on and as of such other date;

          (c)  the Company shall have received a certificate of
Parent, signed by the President and Chief Executive Officer or a
Vice President of Parent, to the effect that the conditions set
forth in Sections 9.2(a) and 9.2(b) above have been satisfied and
shall have received a certificate of Parent, signed by the
President and Chief Executive Officer or a Vice President of
Parent, or other appropriate evidence, to the effect that the
conditions set forth in Sections 9.1(a) and 9.1(c) above have
been satisfied;

          (d)  the Company shall have received an opinion of
Cleary, Gottlieb, Steen & Hamilton, special counsel to Parent, in
form and substance reasonably satisfactory to the Company, dated
as of the date of the Effective Time, substantially to the effect
that, on the basis of facts, representations and assumptions set
forth in such opinion (it being understood that such opinion may
require and rely upon representations contained in certificates
of officers of the Company, Parent, their respective subsidiaries
and others), the Merger will be treated for federal income tax
purposes as a reorganization within the meaning of Section 368(a)
of the Code and that accordingly:

               (i)  no gain or loss will be recognized by the
          Company, Parent or Sub as a result of the Merger;

               (ii)  no gain or loss will be recognized by the
          stockholders of the Company upon the conversion of
          their shares of Company Common Stock into shares of
          Parent Common Stock pursuant to the terms of the Merger
          (except to the extent cash is received in lieu of
          fractional shares);

               (iii)  the tax basis of the shares of Parent
          Common Stock received by the stockholders of the
          Company upon the conversion of Company Common Stock
          pursuant to the Merger will be the same as the basis of
          the shares of Company Common Stock converted (less any
          portion of such basis allocable to any fractional
          interest in any share of Parent Common Stock); 

               (iv)  the holding period of the Parent Common
          Stock into which shares of Company Common Stock are
          converted will include the period that such shares of
          Company Common Stock were held by the holder, provided
          such shares were held as a capital asset by such holder
          at the Effective Time; 

               (v)  the payment of cash to a holder of Company
          Common Stock in lieu of a fractional share of Parent
          Common Stock will be treated for federal income tax
          purposes as if the fractional share was distributed as
          part of the Merger and then was redeemed by Parent. 
          This cash payment will be treated as having been
          received as a distribution in full payment for the
          stock redeemed.  Gain or loss will be realized and
          recognized by the Company stockholder receiving cash in
          lieu of a fractional share of Parent Common Stock equal
          to the difference between the cash received and the
          basis of the fractional share interest; and

               (vi)  gain or loss recognized by a holder of
          Company Common Stock upon receipt of cash in exchange
          for the holder's fractional share interest or upon
          exercise of dissenters' rights will be capital gain or
          loss, provided the shares of Company Common Stock were
          held as capital assets on the date of the Merger; and

          (e)  The Company shall have received an opinion of
Cleary, Gottlieb, Steen & Hamilton, special counsel to Parent, in
form and substance reasonably satisfactory to the Company, dated
as of the Effective Time, that the shares of Parent Common Stock
issued to the holders of Company Common Stock upon conversion of
the Company Common Stock, as provided in Section 3.1(b), have
been duly authorized and, when delivered by the Exchange Agent
pursuant to Section 3.2, will be validly issued, fully paid and
nonassessable. 

          Section 9.3  Conditions to Obligations of Parent and
Sub to Effect the Merger.  The obligations of Parent and Sub to
effect the Merger shall be subject to the fulfillment at or prior
to the Closing of the additional following conditions:

          (a)  the Company shall have performed in all material
respects its obligations contained in this Agreement required to
be performed at or prior to the Effective Time;

          (b)  except as contemplated or permitted by this
Agreement, each of the representations and warranties of the
Company contained in this Agreement shall be true in all material
respects when made and at and as of the date of the Effective
Time as if made at and as of such date, unless stated in this
Agreement to be true on and as of another date, in which case
such representation and warranty shall have been true in all
material respects on and as of such other date;

          (c)  Parent and Sub shall have received a certificate
of the Company, signed by the President or Chief Executive
Officer or a Vice President of Parent, to the effect that the
conditions set forth in Sections 9.3(a) and (b) above have been
satisfied; and

          (d)  The Company shall have obtained the written
agreement described in Section 8.4(b) from each person who is
identified as a possible "Affiliate" in the letter referred to in
Section 8.4(a), and shall have delivered copies of all such
agreements to Parent; and 

          (e)  The Company's Board of Directors or Special
Committee shall not have withdrawn or modified its recommendation
with respect to approval and adoption of this Agreement and the
transactions contemplated by it.


          ARTICLE X.  TERMINATION, AMENDMENT AND WAIVER

          Section 10.1  Termination.  This Agreement may be
terminated at any time prior to the Effective Time, whether
before or after approval by the stockholders of the Company:

          (a)  by mutual consent of the Board of Directors of
Parent and the Board of Directors of the Company;

          (b)  by either Parent or the Company, if the Merger
shall not have been consummated on or before March 1, 1995;
provided, however, that the party seeking to terminate this
Agreement is not otherwise in material breach of its obligations
under this Agreement;

          (c)  by the Company, if either Parent or Sub shall have
failed to comply in any material respect with any of their
respective material covenants or agreements contained in this
Agreement, provided, however, that if such failure is curable,
notice of such failure shall have been given by the Company to
Parent, and Parent shall not have cured (or caused Sub to cure)
such failure within 30 days of notice thereof; 

          (d)  by Parent, if the Company shall have failed to
comply in any material respect with any of its material covenants
or agreements contained in this Agreement, provided, however,
that if such failure is curable, notice of such failure shall
have been given by Parent to the Company, and the Company shall
not have cured such failure within 30 days of notice thereof[;
and 

          (e)  by the Special Committee of the Company, at any
time prior to the Closing, if CS First Boston Corporation has
withdrawn its opinion referred to in Section 5.14 hereof.

          Section 10.2  Effect of Termination.  In the event of
termination of this Agreement by either Parent or the Company, as
provided above, this Agreement shall forthwith become void and,
except in the case of a termination resulting from a willful
breach of this Agreement by any party hereto, there shall be no
liability on the part of either the Company, Parent or Sub or
their respective officers or directors; provided, however, that
Sections 8.1(b) and 8.7 shall survive any termination of this
Agreement.

          Section 10.3  Amendment.  This Agreement may be amended
by the parties hereto, by or pursuant to action taken by their
respective Boards of Directors, at any time before or after
approval hereof by the stockholders of the Company, but, after
any such approval, no amendment shall be made which changes the
Exchange Ratio or which in any way materially adversely affects
the rights of such stockholders, without the further approval of
such stockholders.  This Agreement may not be amended except by
an instrument in writing specifically referring to this Section
10.3 and signed on behalf of each of the parties hereto.

          Section 10.4  Waiver.  At any time prior to the
Effective Time, Parent and Sub, on the one hand, and the Company,
on the other hand, may (i) extend the time for the performance of
any of the obligations or other acts of the other, (ii) waive any
inaccuracies in the representations and warranties of the other
contained herein or in any documents delivered pursuant hereto
and (iii) waive compliance by the other with any of the
agreements or conditions contained herein which may legally be
waived.  Any agreement on the part of a party hereto to any such
extension or waiver shall be valid only if set forth in an
instrument in writing specifically referring to this Section 10.4
and signed on behalf of such party.


                 ARTICLE XI.  GENERAL PROVISIONS

          Section 11.1  Non-Survival of Representations,
Warranties and Agreements.  All representations, warranties,
covenants and agreements contained in this Agreement (or in any
instrument delivered pursuant to this Agreement) shall not
survive beyond the Effective Time, except for the agreements
contained in Articles II, III (other than Section 3.6) and XI
(other than Sections 11.2 and 11.5) and in Sections 8.6 and 8.9.

          Section 11.2  Notices.  All notices or other
communications under this Agreement shall be in writing and shall
be delivered personally (including by courier or overnight
carrier), telexed, sent by facsimile transmission or sent by
certified or registered mail, postage prepaid, at the addresses
set forth below.  Any such notice shall be deemed given when so
delivered personally, or, if telexed, sent by facsimile
transmission or mailed, upon receipt.

          If to Parent or Sub:

               Ogden Corporation
               Two Pennsylvania Plaza
               New York, NY  10121
               Attention: General Counsel
               Telecopy No.:  (212) 868-5714

            With a copy to:

               Cleary, Gottlieb, Steen & Hamilton
               One Liberty Plaza
               New York, New York 10006
               Attention: William F. Gorin
               Telecopy No.:  (212) 225-3999

          If to the Company:

               Ogden Projects, Inc.
               40 Lane Road          
               Fairfield, NJ 07007
               Attention: General Counsel
               Telecopy No.:  (201) 882-7131

            With a copy to:

               Rogers & Wells
               200 Park Avenue
               New York, NY  10166
               Attention:  John A. Healy
               Telecopy No.:  (212) 878-8375

or to such other address as any party may have furnished to the
other parties in writing in accordance with this Section 11.2.

          Section 11.3  Subsidiaries.  When a reference is made
in this Agreement to subsidiaries of Parent or the Company, the
word "subsidiaries" means any corporations more than 50% of whose
outstanding voting securities are directly or indirectly owned by
Parent or the Company, as the case may be; provided, however,
that, for the purposes of this Agreement (other than in Section
4.1 and the definition of the term "Parent Material Adverse
Effect"), neither the Company nor any subsidiary of the Company
shall be deemed a "subsidiary" of Parent prior to the Effective
Time.

          Section 11.4  Interpretation.  The headings contained
in this Agreement are for reference purposes only and shall not
affect in any way the construction or interpretation of any
provision of this Agreement.  References to Sections shall be
deemed to be references to Sections of this Agreement unless the
context otherwise requires.

          Section 11.5  Company and Board Action.  Any action,
approval, consent or waiver of the Company or the Board of
Directors of the Company required or permitted by this Agreement
prior to the Effective Time shall be deemed to have been taken or
given only if such action, approval, consent or waiver shall have
received the approval of, or been taken pursuant to the
authorization of, the Special Committee.

          Section 11.6  Miscellaneous.  This Agreement (including
the documents and instruments referred to herein) (i) constitutes
the entire agreement and supersedes all other prior agreements
and understandings, both written and oral, among the parties, or
any of them, with respect to the subject matter hereof; (b)
except as provided in Section 3.2, the last sentence of Section
3.4 and Section 8.6, is not intended to confer upon any person
not a party hereto any rights or remedies hereunder; (c) shall
not be assigned by operation of law or otherwise, except that Sub
shall have the right to assign to Parent or any direct or
indirect wholly-owned subsidiary of Parent any and all rights and
obligations of Sub under this Agreement; and (d) shall be
governed in all respects, including validity, interpretation and
effect, by the laws of the State of Delaware (without giving
effect to the provisions thereof relating to conflicts of law). 
This Agreement may be executed in two or more counterparts which
together shall constitute a single agreement.

<PAGE>
          IN WITNESS WHEREOF, Parent, Sub and the Company have
caused this Agreement to be signed by their respective officers
thereunto duly authorized all as of the date first written above.


                                OGDEN CORPORATION


                                By                               

                                     Title:


                                OPI ACQUISITION CORP.


                                By                                

                                     Title:


                                OGDEN PROJECTS, INC.


                                By                               

                                     Title:



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