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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
Current Report
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF THE REPORT (DATE OF EARLIEST EVENT REPORTED): JANUARY 23, 1997
Commission File Number 000-21629
THE O'GARA COMPANY
(Exact name of registrant as specified in its charter)
Ohio 000-21629 31-1470817
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) file number) Identification No.)
9133 LeSaint Drive
Fairfield, Ohio 45014
(513) 874-2112
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
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INFORMATION TO BE INCLUDED WITH THIS REPORT
Items 1, 2, 3, 4, 6 and 8 are not applicable and are omitted from this report.
ITEM 5. OTHER EVENTS
The Company's press release dated January 23, 1997 is attached as
Exhibit 99 hereto and is incorporated herein by reference.
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
The following exhibit is filed with this report on Form 8-K:
Regulation S-K
Exhibit No. Exhibit
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99 Press release dated
January 23, 1997
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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.
DATE: JANUARY 23, 1997 THE O'GARA COMPANY
By /s/ Nicholas P. Carpinello
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Nicholas P. Carpinello
Executive Vice-President,
and Chief Financial Officer
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Exhibit 99
THE O'GARA COMPANY SIGNS DEFINITIVE AGREEMENT TO
ACQUIRE LABBE SA FOR $14.3 MILLION
FAIRFIELD, Ohio, Jan. 23/PRNewswire/ -- The O'Gara Company (Nasdaq-NNM:
OGAR) today announced that it has entered into a definitive agreement to acquire
all of the capital stock of Labbe SA, a leading manufacturer of commercial and
private armored vehicles, headquartered in Lamballe, France. The purchase price
is comprised of $10.7 million in cash and 376,597 shares of The O'Gara Company
common stock. The transaction is subject to an environmental study and a
financing contingency. The transaction is expected to close during the first
quarter of 1997. The management team of Labbe, including Daniel Gautier, the
principal selling shareholder and President, will continue to manage the Labbe
business. Net sales and net income for Labbe for the nine months ended September
30, 1996, were $20.1 million and $1.3 million, respectively.
Commenting on the planned acquisition of Labbe, Bill O'Gara, President and
CEO of The O'Gara Company stated, "Labbe is the premier European armoring
company, and we feel very fortunate to have an agreement with such a well-run
firm. The acquisition of Labbe is expected to increase dramatically our
commercial armored vehicle penetration in the European and African markets. In
addition, Labbe's broader commercial product line launches O'Gara into new
rapidly expanding categories of armored vehicles such as Labbe's popular
protected money transport vans and trucks. We anticipate that the combined
companies will realize tremendous synergies in engineering, purchasing and sales
on a global basis. The transaction is expected to be accretive to earnings per
share for 1997." These are forward looking statements that are subject to risks
and uncertainties, including, but not limited to, the impact of competitive
products, product demand and market risks, reliance on key strategic alliances,
and fluctuations in operating results.
The O'Gara Company is an integrated security company with three business
lines: security hardware products, security systems integration and security
services. The security hardware products group markets all of the company's
armoring products, including fully integrated ballistic and blast protected
armoring systems for military and commercial vehicles, aircraft and missile
container armor, and field installed armor systems. The Security Systems
Integration Group offers planning, design and hardware and software integration
services which are customized to meet specific satellite communications or site
protection needs of customers. The Security Services Group offers
security-related services such as security background clearances, business
intelligence, country-risk assessments, airport/aircraft security support and
private security agent and driver training. With headquarters in Fairfield,
Ohio, USA, near Cincinnati, The O'Gara Company has offices in Moscow, Geneva,
Sao Paulo, Mexico City, Torino, Italy, Los Angeles, Washington, D.C., Nairobi
and London. The O'Gara Company completed its initial public offering of common
stock on November 12, 1996.
Labbe SA is a privately owned leading manufacturer of commercial and
private armored vehicles such as ballistically protected cars and armored money
transport vans and trucks. The company, headquartered in Lamballe, France, also
has offices in St. Brieuc, Caen, and Auxerre. The company sells its vehicles
worldwide.
CONTACT: Bill T. O'Gara, Chief Executive Officer, of The O'Gara Company,
513-974-2112 (OGAR)
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