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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): FEBRUARY 5, 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.)
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)
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INFORMATION TO BE INCLUDED WITH THIS REPORT
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Items 1, 2, 3, 4, 6 and 8 are not applicable and are omitted from this report.
ITEM 5. OTHER EVENTS
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The Company's press release dated February 5, 1997 is attached
as Exhibit 99 hereto and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
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EXHIBITS
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(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:
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Regulation S-K
Exhibit No. Exhibit
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99 Press release dated
February 5, 1997
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SIGNATURES
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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: FEBRUARY 10, 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
PR 2/5/97 1:42 PM
THE O'GARA COMPANY COMPLETES ACQUISITION OF NEXT DESTINATION LIMITED
FAIRFIELD, Ohio, Feb. 5 /PRNewswire/ -- The O'Gara Company (Nasdaq-NNM:
OGAR) today announced it has completed the acquisition of Next Destination
Limited, Salisbury, UK for $3.5 million consisting of $1.75 million in shares of
The O'Gara Company (170,233 shares) and $1.75 million in seller provided
financing in the form of three-year 6% loan notes. Mr. Mark White, Managing
Director and a founder of Next Destination, will continue to manage the
business.
This acquisition is expected to provide important strategic benefits in
connection with The O'Gara Company's plans to develop its satellite-related
business. In addition, Mr. White will strengthen The O'Gara Company's satellite
communications management team. Next Destination's revenues for the fiscal year
ended August 31, 1996, were approximately $8 million. The acquisition is
expected to contribute earnings to The O'Gara Company during 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 acceptance risks, reliance on key strategic alliances, and
fluctuations in operating results.
Next Destination, with offices in the UK and France, is a distributor
of high technology products for the consumer electronic, marine, aviation,
professional, and leisure markets. It has pioneered and become a leader in the
global positioning satellite ("GPS") and satellite communication markets in the
UK and Europe. As a distributor, Next Destination has been highly successful in
selling The O'Gara Company's portable satellite terminal manufactured by Glocom
and marketed by Magellan Systems Corporation under the microCOM-M name. This
terminal is one of the smallest product models currently available commercially
and is approximately the size of a laptop computer weighing approximately five
pounds. The terminal operates on the Inmarsat-M network. The O'Gara Company
offers an Inmarsat approved mobile "M" antenna system called the Voyager
(developed through a strategic alliance with Nera AS, a Norwegian company, and
marketed by The O'Gara Company and Nera AS under a cooperative marketing
agreement) that allows vehicle occupants to make voice and data transmissions
via satellite link while the vehicle is in motion. The Company has developed a
similar product that will operate on the Inmarsat-B network and also will
provide high speed data and video capacity. The O'Gara Company currently offers
air time primarily through joint ventures and block time agreements utilizing an
internally developed and proprietary "smart card" billing application. The
"smart card" is a convenient prepaid telephone calling card which a customer
purchases from The O'Gara Company and which can be used only on The O'Gara
Company's systems.
Principal customers for satellite communications services include
private corporations and individuals, governmental agencies, peacekeeping forces
and disaster relief organizations which operate in under-developed countries
that lack a telecommunications infrastructure, in rural areas of developed
countries or in disaster scenarios in which the traditional forms of
telecommunications are rendered inoperable.
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
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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.
SOURCE The O'Gara Company
-0- 02/05/97
/CONTACT: Bill T. O'Gara, Chief Executive Officer, The O'Gara Company,
513-874-2112/
(OGAR)
CO: O'Gara Company; Next Destination Limited ST: Ohio IN: ARO SU: TNM
Copyright 1997 PR Newswire. All rights reserved
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