<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 7, 1997
REGISTRATION NO. 333-35845
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
AMENDMENT NO. 3
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------
THE O'GARA COMPANY
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
OHIO 3711 31-1470817
(State or other (Primary Standard Industrial (I.R.S. Employer
jurisdiction of Classification Code Number) Identification No.)
incorporation)
</TABLE>
------------------
9113 LESAINT DRIVE, FAIRFIELD, OHIO 45014
(513) 874-2112
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
WILFRED T. O'GARA,
CHIEF EXECUTIVE OFFICER
THE O'GARA COMPANY
9113 LESAINT DRIVE FAIRFIELD, OHIO 45014
(513) 874-2112
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
------------------
COPIES TO:
<TABLE>
<S> <C>
Timothy E. Hoberg, Esq. Peter S. Kolevzon, Esq.
Taft, Stettinius & Hollister Kramer, Levin, Naftalis &
1800 Star Bank Center Frankel
425 Walnut Street 919 Third Avenue
Cincinnati, Ohio 45202-3957 New York, New York 10022
(513) 381-2838 (212) 715-9100
</TABLE>
------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
------------------
If the securities being registered on this Form are being offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
================================================================================
<PAGE> 2
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1701.13(E) of the Ohio General Corporation Law allows
indemnification by O'Gara to any person made or threatened to be made a party to
any proceedings, other than a proceeding by or in the right of the registrant,
by reason of the fact that he is or was a director, officer, employee or agent
of O'Gara, against expenses, including judgments and fines, if he acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the registrant and, with respect to criminal actions, in which he
had no reasonable cause to believe that his conduct was unlawful. Similar
provisions apply to actions brought by or in the right of O'Gara, except that no
indemnification shall be made in such cases when the person shall have been
adjudged to be liable for negligence or misconduct to the registrant unless
determined by the court. The right to indemnification is mandatory in the case
of a director or officer who is successful on the merits or otherwise in defense
of any action, suit or proceeding or any claim, issue or matter therein.
Permissive indemnification is to be made by a court of competent jurisdiction,
the majority vote of a quorum of disinterested directors, the written opinion of
independent counsel or by the shareholders.
O'Gara's Code of Regulations provides that O'Gara shall indemnify such
persons to the fullest extent permitted by law.
O'Gara also maintains director and officer liability insurance which
provides coverage for claims against its officers and directors acting as such.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) Exhibits. The list of Exhibits is set forth beginning on page E-1 of
this Registration Statement and is incorporated by reference.
(B) Financial Statement Schedules. See Financial Statement Index on page
F-1 for the list of financial statements filed with this Registration Statement.
<TABLE>
<CAPTION>
PAGE DESCRIPTION
- ----- -------------------------------------------------------------------------------------
<S> <C>
The O'Gara Company
S-1 Report of Independent Public Accountants
S-2 Schedule II--Valuation and Qualifying Accounts.
</TABLE>
All other financial statement schedules are omitted due to the absence of
conditions under which they are required or because the information is shown in
the consolidated financial statements or notes thereto.
<TABLE>
<S> <C>
Kroll Holdings, Inc.
S-3 Independent Auditors' Report
S-4 Independent Auditors' Report
S-5 Schedule II -- Valuation and Qualifying Accounts
</TABLE>
All other financial statement schedules are omitted due to the absence of
conditions under which they are required or because the information is shown in
the consolidated financial statements or notes thereto.
(C) Reports, Opinions or Appraisals
The opinion of SBC Warburg Dillon Read Inc. is filed as Appendix C to the
Proxy Statement/Prospectus constituting part of this Registration Statement and
is incorporated herein by reference.
ITEM 22. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
II-1
<PAGE> 3
otherwise, the registrant has been advised that in the opinion of the Securities
and Exchange Commission such indemnification is against public policy as
expressed in the 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 Act and will be governed by the final
adjudication of such issue.
(2) The undersigned registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the prospectus
pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business
day of receipt of such request, and to send the incorporated documents
by first class mail or other equally prompt means. This includes
information contained in documents filed subsequent to the effective
date of the registration statement through the date of responding to
the request.
(3) The undersigned registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and
the company being acquired involved therein, that was not the subject
of or included in the registration statement when it became effective.
(4) The undersigned registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more than
a 20% change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective registration
statement;
(iii) 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;
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-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.
(c) 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.
(5) The undersigned registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through
use of a prospectus which is a part of this registration statement, by
any person or party who is deemed to be an underwriter within the
meaning of Rule 145(c), the issuer undertakes that such reoffering
prospectus will contain the information called for by the applicable
registration form with respect to reofferings by persons who may be
deemed underwriters, in addition to the information called for by the
other Items of the applicable form.
(6) The registrant undertakes that every prospectus (i) that is filed
pursuant to paragraph (6) immediately preceding, or (ii) that purports
to meet the requirements of section 10(a)(3) of the Act and
II-2
<PAGE> 4
is used in connection with an offering of securities subject to Rule
415, will be filed as a part of an amendment to the registration
statement and will not be used until such amendment is effective, and
that, for purposes of determining any liability under the Securities Act
of 1933, each such post-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.
II-3
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
has duly caused this Amendment to Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Cincinnati,
State of Ohio, as of the 7th day of November, 1997.
THE O'GARA COMPANY
By: /s/ WILFRED T. O'GARA
--------------------------------------
Wilfred T. O'Gara
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Amendment
to Registration Statement has been signed below by the following persons in the
capacities indicated as of the 7th day of November, 1997.
<TABLE>
<CAPTION>
SIGNATURE TITLE
- ----------------------------------- --------------------------------------------
<C> <S>
/s/ THOMAS M. O'GARA* Chairman of the Board
- -----------------------------------
Thomas M. O'Gara
/s/ WILFRED T. O'GARA President, Chief Executive Officer and
- ----------------------------------- Director (Principal Executive Officer)
Wilfred T. O'Gara
/s/ NICHOLAS P. CARPINELLO Executive Vice President and Treasurer
- ----------------------------------- (Principal Financial and Accounting
Nicholas P. Carpinello Officer)
/s/ DANIEL GAUTIER* Director
- -----------------------------------
Daniel Gautier
/s/ RAYMOND E. MABUS* Director
- -----------------------------------
Raymond E. Mabus
/s/ HUGH E. PRICE* Director
- -----------------------------------
Hugh E. Price
/s/ JERRY E. RITTER* Director
- -----------------------------------
Jerry E. Ritter
/s/ WILLIAM S. SESSIONS* Director
- -----------------------------------
William S. Sessions
*By /s/ NICHOLAS P. CARPINELLO , as attorney-in-fact
- -----------------------------------
Nicholas P. Carpinello
</TABLE>
II-4
<PAGE> 6
MASTER EXHIBIT LIST
LIST OF EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------ ----------------------------------------------------------------------------------
<S> <C>
2.1 Plan and Agreement to Merge, dated as of August 8, 1997, by and among The O'Gara
Company, VDE, Inc., Kroll Holdings, Inc. and Jules B. Kroll (included as Appendix
A to the Proxy Statement/Prospectus included in this Registration Statement)
3.1 Amended and Restated Articles of Incorporation of The O'Gara Company *
3.2 Code of Regulations of The O'Gara Company *
4.1 Note Purchase Agreement, dated as of May 30, 1997, between and among The O'Gara
Company, Connecticut General Life Insurance Company, Life Insurance Company of
North America, Massachusetts Mutual Life Insurance Company, The Traveler's
Insurance Company, and The Guardian Life Insurance Company of America **
5.1 Opinion of Taft, Stettinius & Hollister *******
8.1 Opinion of Taft, Stettinius & Hollister regarding certain tax matters (filed
herewith)
8.2 Opinion of Kramer, Levin, Naftalis & Frankel regarding certain tax matters *******
10.1 Agreement to armor HMMWVs between The O'Gara Company and the United States Army
Tank and Automotive Command, dated May 12, 1994, as amended *
10.2 Systems Technical Support Agreement between The O'Gara Company and the United
States Army, dated January 20, 1997 ***
10.3 Lease of Mulhauser Road facility between O'Gara-Hess & Eisenhardt Armoring Company
and OLG, Limited, dated March 12 1996, as amended *
10.4 Aircraft Lease between O'Gara-Hess & Eisenhardt Armoring Company and Longline
Leasing, Inc. and Excel Armor Products, Inc., dated February 13, 1995, as amended
*
10.5 Terms of Lease (English Translation) of Sao Paulo, Brazil facility between
O'Gara-Hess & Eisenhardt Armoring Company do Brazil and Piero Balducci and Elvira
Miriam Cob Balducci, dated March 8, 1996 *
10.6 The 1996 O'Gara Company's Stock Option Plan *
10.7 Employment Agreement between O'Gara-Hess & Eisenhardt Armoring Company and Richard
L. Curotto, dated August 23, 1996 *
10.8 Employment Agreement between The O'Gara Company and Thomas M. O'Gara, dated August
23, 1996 *
10.9 Employment Agreement between The O'Gara Company and Wilfred T. O'Gara, dated
August 23, 1996 *
10.10 Employment Agreement between The O'Gara Company and Nicholas P. Carpinello, dated
August 23, 1996 *
10.11 Employment Agreement between O'Gara-Hess & Eisenhardt Armoring Company and Gary W.
Allen, dated August 23, 1996 *
10.12 Employment Agreement between O'Gara-Hess & Eisenhardt Armoring Company and Michael
J. Lennon, dated August 23, 1996 *
10.13 Form of Accumulated Adjustments Account ("AAA") promissory notes to existing
shareholders *
10.14 Supply agreement between O'Gara Satellite Networks Limited and Glocom, Inc. *
10.15 Marketing agreement between O'Gara Satellite Networks Limited and Magellan Systems
Corporation *
10.16 License agreement between O'Gara Satellite Networks Limited and Morsviasputnik,
dated March 21, 1995 *
10.17 Asset Purchase Agreement between O'Gara-Hess & Eisenhardt Armoring Company de
Mexico, S.A. de C.V. and Palmer Associates, S.C., dated October 29, 1996 ***
</TABLE>
II-5
<PAGE> 7
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------ ----------------------------------------------------------------------------------
<S> <C>
10.18 Asset Purchase Agreement between O'Gara-Hess & Eisenhardt Armoring Company and
Palmer Associates, LTD., dated October 29, 1996 ***
10.19 Acquisition Agreement between The O'Gara Company and Next Destination Limited,
dated February 5, 1997 ***
10.20 Acquisition Agreement between The O'Gara Company and Labbe, S.A., dated January
21, 1997 ****
10.21 Stock Purchase Agreement between O'Gara-Hess and Eisenhardt Armoring Company and
Jerome E. Hoffman, Gerald O. Smith, Rosemary Smith and Katherine L. Kropp, dated
March 24, 1997 ***
10.22 Loan Agreement, dated as of May 30, 1997, between The O'Gara Company, O'Gara-Hess
& Eisenhardt Armoring Company and KeyBank National Association **
10.23 Supplemental Agreement Modification to acquire 360 additional armored HMMWVs
between United States Army Tank and Automotive Armaments Command and O'Gara-Hess
and Eisenhardt Armoring Company, dated March 31, 1997 *****
10.24 Agreement to armor HMMWVs between The O'Gara Company and the United States Army
Tank and Automotive Armaments Command, dated September 27, 1996 *
10.25 Second Lease Amendment, dated March 31, 1997 between OLG Limited and O'Gara-Hess &
Eisenhardt Armoring Company******
10.26 Kroll Associates, Inc. Restricted Stock Plan, adopted on June 15, 1993 and amended
on November 10, 1993*******
10.27 Kroll Holdings, Inc. Management Stock Option Plan, effective January 1,
1995*******
10.28 Stock Option and Stockholders' Agreement, dated January 29, 1996, among Kroll
Holdings, Inc., Jules B. Kroll and Michael Cherkasky*******
10.29 Stock Option and Stockholders' Agreement, dated January 29, 1996, among Kroll
Holdings, Inc., Jules B. Kroll and Nazzareno E. Paciotti*******
10.30 Stockholders' Agreement, dated as of March 20, 1992, among Kroll Associates, Inc.,
Kroll Associates U.K. Limited, Harrison/Kroll Environmental Services, Inc., Public
Advisory Services, Inc. and Palumbo Partners, Inc., Jules B. Kroll, and Robert J.
McGuire and Joseph R. Rosetti, as amended*******
10.31 Stockholders' Agreement, dated as of December 31, 1992, among Kroll Associates,
Inc., Kroll Associates U.K. Limited, Harrison/Kroll Environmental Services, Inc.,
Public Advisory Services, Inc. and Palumbo Partners, Inc., Jules B. Kroll, and
Robert J. McGuire, Joseph Rosetti and Ernest Broad, as amended*******
10.32 Stockholders' Agreement, dated as of June 30, 1994, among Kroll Holdings, Inc.,
Jules B. Kroll and Brian M. Jenkins*******
10.33 Plan and Agreement of Reorganization and Stockholders' Agreement, dated June 15,
1993, by and among American International Group, Inc., Jules B. Kroll and Kroll
Holdings, Inc.*******
10.34 AIU Retainer Agreement*******
10.35 Letter Agreement, dated February 26, 1997, among Robert J. McGuire, Kroll
Holdings, Inc., Kroll Associates, Inc. and Jules B. Kroll, as amended June 2,
1997*******
10.36 Note Purchase Agreement, dated as of December 15, 1989 among Kroll Associates,
Inc., Kroll Associates U.K. Limited, Harrison/Kroll Environmental Services, Inc.,
Public Advisory Services, Inc. and Teachers Insurance and Annuity Association of
America, as amended*******
10.37 Demand Promissory Note, dated June 29, 1995, in favor of American International
Group, Inc. by Kroll Associates, Inc.*******
10.38 Demand Promissory Note, dated July 28, 1995, in favor of American International
Group, Inc. by Kroll Associates, Inc.*******
</TABLE>
II-6
<PAGE> 8
<TABLE>
<CAPTION>
EXHIBIT
NO. DESCRIPTION
- ------ ----------------------------------------------------------------------------------
<S> <C>
10.39 Kroll Associates, Inc. Money Purchase Pension Plan and Trust, effective January 1,
1991, amended January 1, 1994*******
10.40 Kroll Associates, Inc. 401(k) Savings Plan Trust, effective January 1, 1994*******
10.41 Amended and Restated Lease of office space in New York, New York between Progress
Partners and Kroll Associates, Inc.*******
10.42 Agreement, dated August 8, 1997, between Thomas M. O'Gara and Kroll Holdings,
Inc.*******
10.43 Agreement, dated August 8, 1997, between Jules B. Kroll and The O'Gara
Company*******
10.44 Agreement, dated August 8, 1997, between American International Group, Inc. and
The O'Gara Company*******
10.45 Registration Rights Agreement, dated August 8, 1997, among Thomas M. O'Gara, Jules
B. Kroll and The O'Gara Company*******
10.46 Form of Registration Rights Agreement between American International Group, Inc.
and The O'Gara Company*******
10.47 Employment Agreement, dated October 17, 1997, between The O'Gara Company and Jules
B. Kroll*******
10.48 Intentionally omitted
10.49 Employment Agreement, dated October 17, 1997, between The O'Gara Company and
Nazzareno E. Paciotti*******
10.50 Employment Agreement, dated October 17, 1997, between The O'Gara Company and Abram
S. Gordon*******
10.51 Amendment to Employment Agreement, dated October 17, 1997, between O'Gara-Hess &
Eisenhardt Armouring Company and Michael J. Lennon*******
10.52 Amendment to Employment Agreement, dated October 17, 1997, between The O'Gara
Company and Thomas M. O'Gara*******
10.53 Amendment to Employment Agreement, dated October 17, 1997, between The O'Gara
Company and Wilfred T. O'Gara*******
10.54 Amendment to Employment Agreement, dated October 17, 1997, between The O'Gara
Company and Nicholas P. Carpinello*******
10.55 Form of Promissory Note between Jules B. Kroll and Kroll*******
10.56 Commitment Letter, dated October 21, 1997, between KeyBank National Association
and The O'Gara Company*******
11.1 Statements regarding computation of per share income*******
21.1 Subsidiaries of The O'Gara Company*******
23.1 Consent of Taft, Stettinius & Hollister (contained in Exhibit 8.1) (previously
filed as to Exhibit 5.1)
23.2 Consent of Kramer, Levin, Naftalis & Frankel*******
23.3 Consent of Arthur Andersen LLP*******
23.4 Consent of Deloitte & Touche LLP*******
23.5 Consent of SBC Warburg Dillon Read Inc. *******
23.6 Consent of KPMG Peat Marwick LLP*******
24.1 Power of Attorney*******
99.1 Consent of Jules B. Kroll to be named as a director*******
99.2 Consent of Howard I. Smith to be named as a director*******
99.3 Consent of Michael G. Cherkasky to be named as a director*******
99.4 Consent of Marshall S. Cogan to be named as a director*******
</TABLE>
II-7
<PAGE> 9
- ---------------
* Filed as an Exhibit to The O'Gara Company's Registration Statement on
Form S-1, No. 333-11093 and incorporated herein by reference.
** Filed as an Exhibit to The O'Gara Company's Current Report on Form 8-K
(Date of Report: May 30, 1997) and incorporated herein by reference.
*** Filed as an Exhibit to The O'Gara Company's Annual Report on Form 10-K
for the year ended December 31, 1996 and incorporated herein by
reference.
**** Filed as an Exhibit to The O'Gara Company's Current Report on Form 8-K
(Date of Report: February 12, 1997) and incorporated herein by
reference.
***** Filed as an Exhibit to The O'Gara Company's Quarterly Report on Form
10-Q for the quarter ended June 30, 1997 and incorporated herein by
reference.
****** Filed as an Exhibit to The O'Gara Company's Quarterly Report on Form
10-Q for the quarter ended March 31, 1997 and incorporated herein by
reference.
******* Previously filed as an Exhibit to the Registration Statement.
- ---------------
The O'Gara Company will furnish to the Commission, upon request, its long-term
debt instruments not listed above.
II-8
<PAGE> 1
EXHIBIT 8.1
November 5, 1997
Board of Directors
The O'Gara Company
9113 LeSaint Drive
Fairfield, OH 45014
Gentlemen:
This is in response to your request for our tax opinion on the proposed
merger (the "Merger") of VDE, Inc. ("Newco"), a Delaware corporation and a
wholly-owned subsidiary of The O'Gara Company ("O'Gara"), an Ohio corporation,
with and into Kroll Holdings, Inc. ("Kroll"), a Delaware corporation, pursuant
to the Plan and Agreement to Merge VDE, Inc. with and into Kroll Holdings, Inc.
(the "Merger Agreement"), dated as of August 8, 1997 by and among O'Gara, Newco,
Kroll and Jules Kroll.
In rendering our opinion, we have relied upon the statements, facts,
assumptions and representations contained in the Merger Agreement and the
Registration Statement on Form S-4 (the "Registration Statement"), as filed by
O'Gara with the Securities and Exchange Commission on September 17, 1997 and
Amendment No. 1 thereto, including the Proxy Statement/Prospectus (the "Proxy
Statement") which forms a part thereof, but excluding the section of the Proxy
Statement entitled "THE MERGER -- Certain Federal Income Tax Consequences." We
have also relied upon the representations of fact set forth in the letters
issued by Kroll and certain Kroll shareholders, and by O'Gara (the
"Representation Letters"). The Merger Agreement, Registration Statement, Proxy
Statement, and Representation Letters are collectively referred to herein as the
"Documents."
We have assumed that the statements, facts, assumptions, and
representations contained in the Documents are true, complete, and accurate on
the date hereof, and will be true, complete, and accurate at the Effective Time
(the "Effective Time"), as that term is defined in the Merger Agreement;
however, we have not independently investigated or otherwise verified any of the
statements, facts, assumptions, or representations. We have also assumed that no
actions will be taken that are inconsistent with any of these statements or
representations. A misstatement or omission of any fact, or a change or
amendment in any of the statements, facts, assumptions, or representations we
have relied upon may require a modification of all or a part of this opinion.
The opinion set forth herein is based upon the Internal Revenue Code of
1986, as amended (the "Code"), Treasury regulations promulgated thereunder, and
existing administrative and judicial interpretations thereof, as of the date of
this opinion, all of which are subject to change. If there is a change,
including a change having retroactive effect, in
<PAGE> 2
Board of Directors
October 22, 1997
Page 2
the Code, Treasury regulations, Internal Revenue Service rulings or releases,
or in the prevailing judicial interpretation of the foregoing, the opinion
expressed herein would necessarily have to be re-evaluated in light of any such
change.
Our opinion is not the equivalent of a ruling from the Internal Revenue
Service and, upon audit, may be challenged by the Internal Revenue Service. Our
opinion is as of the date hereof, and we have no responsibility to update this
opinion for events, transactions, circumstances, or changes in any of the
statements, facts, assumptions, or representations occurring after such date.
The opinion expressed herein reflects our assessment of the probable outcome of
litigation and other adversarial proceedings based solely on an analysis of the
existing tax authorities.
Our opinion does not address, inter alia, (1) state, local or foreign
tax consequences pertaining to the Merger; (2) tax return filing requirements,
information reporting requirements, or similar procedural aspects of the
Merger; or (3) proposed or future changes in law. In addition, we do not
address the tax consequences of the Merger with regard to particular categories
of shareholders that may be subject to special rules, such as foreign persons,
tax-exempt entities, insurance companies, financial institutions, or dealers in
stocks and securities.
In view of the above, it is our opinion that, if the Merger is
consummated in accordance with the Documents as they exist at the date hereof,
then under the applicable federal income tax law as it exists as of the date
hereof, (1) the Merger will be a tax-free reorganization within the meaning of
section 368(a) of the Code, and (2) although the statements contained in the
Proxy Statement section entitled "THE MERGER--Certain Federal Income Tax
Consequences" do not purport to discuss all possible federal income tax
considerations relating to the Merger, the statements do correctly set forth
the material federal income tax consequences of the Merger to O'Gara, Kroll,
and their respective shareholders.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement; however, giving this consent does not constitute an
admission that we are "experts" within the meaning of section 11 of the
Securities Act of 1933 ("Act"), as amended, or within the category of persons
whose consent is required by section 7 of the Act.
Sincerely,
/s/ Taft, Stettinius & Hollister
