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Filed Pursuant to Rule 424(b)(3).
Registration No. 333-56423
PROSPECTUS
106,629 SHARES
THE KROLL-O'GARA COMPANY
COMMON STOCK
This Prospectus relates to up to 106,629 shares of the common stock,
$.01 par value (the "Common Stock"), of The Kroll-O'Gara Company (the
"Company").
The Company's Common Stock is listed on the Nasdaq National Market
under the symbol "KROG." On June 15, 1998, the closing price of the Common Stock
as reported on the Nasdaq National Market was $21.75 per share.
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THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION NOR HAS THE COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
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All of the shares of Common Stock offered hereby (the "Shares") are
being sold for the account of and by the members of the group identified under
the caption "Selling Shareholders." The Selling Shareholders have advised the
Company that these Shares may be sold from time to time in the over-the-counter
market or in negotiated transactions, in each case at prices satisfactory to the
seller. See "Plan of Distribution." The Company will not receive any proceeds
from the sale of the Shares.
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The date of this Prospectus is June 16, 1998.
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities of the Commission at Room 1024, Judiciary Plaza, 450 Fifth
Street, N.W., Washington, D.C. 20549 and may be available at the Commission's
Regional Offices at Suite 1400, Citicorp Center, 500 West Madison Street,
Chicago, Illinois 60661 and Suite 1300, 7 World Trade Center, New York, New York
10048. Copies of such materials may be obtained from the Public Reference
Section, Securities and Exchange Commission, 450 Fifth Street, N.W., Washington,
D.C. 20549 at prescribed rates. The Commission also maintains an Internet web
site at http://www.sec.gov that contains reports, proxy statements and other
information filed electronically by the Company. This Prospectus does not
contain all the information set forth in the Registration Statement filed by the
Company with respect to the offering made hereby. Copies of the Registration
Statement are available from the Commission.
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No person has been authorized to give any information or to make on
behalf of the Company or the Selling Shareholders any representations, other
than those contained in this Prospectus, in connection with the offer made
hereby, and, if given or made, any such other information or representation must
not be relied upon as having been authorized by the Company or the Selling
Shareholders. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any security other than the securities offered
hereby, or an offer to sell or solicitation of an offer to buy such securities
in any jurisdiction in which such offer or solicitation is not qualified or to
any person to whom such offer or solicitation would be unlawful. Neither the
delivery of this Prospectus nor any sale made hereunder shall under any
circumstances create any implication that there has been no change in the
affairs of the Company since the date hereof.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents are incorporated by reference herein:
1. The Company's annual report on Form 10-K for the year ended
December 31, 1997;
2. The Company's quarterly report on Form 10-Q, as amended, for
the quarter ended March 31, 1998; and
3. The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A (File No.
000-21629) filed on October 28, 1996, including any amendments
or reports filed for the purpose of updating such description.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 subsequent to the date of
this Prospectus and prior to the termination of the offering made hereunder
shall be deemed to be incorporated herein by reference and made a part hereof
from the date of filing of such material. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or
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superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request of such person, a copy of any and all of the information incorporated by
reference herein (not including exhibits unless such exhibits are specifically
incorporated by reference into the information that this Prospectus
incorporates). Any request for delivery of such information should be directed
to Abram S. Gordon, Esq., Vice President and General Counsel, The Kroll-O'Gara
Company, 9113 LeSaint Drive, Fairfield, Ohio 45014, telephone (513) 874-2112.
THE COMPANY
The Kroll-O'Gara Company is a leading global provider of a broad range
of specialized products and services designed to supply solutions to a variety
of security needs. Kroll-O'Gara provides governments, businesses, and
individuals with information, analysis, training, and products to mitigate the
growing risks associated with white-collar crimes, fraud, physical attacks,
threats, violence, and uninformed decisions based upon incomplete or inaccurate
information. The Company is organized into three primary business groups:
Investigations and Intelligence, Security Products and Services, and Voice and
Data Security. The Investigations and Intelligence Group provides fraud
investigations, due diligence, litigation support, and integrity consulting
services as well as providing business intelligence gathering and analysis to
corporations, financial institutions, and governments. The Security Products and
Services Group provides commercial and military armored vehicles, advanced
security and driver training, crisis management, and security consulting
services. The Voice and Data Security Group provides secure communication
systems including satellite telephone and GPS systems as well as computer
forensics, internet security, and data system design for maximum security. The
Company serves a diverse customer base, including large multinational
corporations, medium and small businesses, individuals, law firms, investment
and commercial banks and U.S. and foreign government agencies.
The Company is incorporated in the State of Ohio. Its principal
executive offices are located at 9113 LeSaint Drive, Fairfield, Ohio 45014,
telephone (513) 874-2112, and at 900 Third Avenue, New York, New York 10022,
telephone (212) 593-1000.
USE OF PROCEEDS
The Company will receive none of the proceeds from the sale of the
Shares by the Selling Shareholders.
SELLING SHAREHOLDERS
The following information has been compiled from information provided
to the Company by the persons comprising the Selling Shareholder group
identified below (the "Selling Shareholders") and reflects information
concerning their beneficial ownership of the Company's Common Stock as of the
date of this Prospectus.
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<TABLE>
<CAPTION>
Shares of
Shares of Common Stock
Shares of Common Common Stock to Be Owned
Name of Selling Stock Beneficially to Be After Completion of
Shareholder Owned Offered Hereby This Offering
- -------------------- ------------------ -------------- -------------------
<S> <C> <C> <C>
Selling Shareholders as a Group 106,629* 106,629 0
(15 persons)*
<FN>
* Less than 1% of the class prior to the Offering.
</TABLE>
Beneficial ownership of the shares of Common Stock being sold was acquired
as a result of the Company's June 16, 1998 acquisition of Lindquist Avey
Macdonald Baskerville Inc. ("LAMB") of Toronto, Canada, now an indirect wholly
owned subsidiary of the Company. Each Selling Shareholder is an officer or
employee of LAMB or a subsidiary of LAMB. None of the Selling Shareholders has
had any prior position, office or material relationship with the Company or any
of its affiliates, and none currently has any material relationship with the
Company.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Shareholders or
their pledgees or donees. Such sales may be made on The Nasdaq Stock Market, in
the over-the-counter market or in negotiated transactions, at prices and on
terms then prevailing or at prices related to the then current market price or
at negotiated prices. The Shares may be sold by means of (a) purchases by a
broker or dealer as principal and resale by such broker or dealer for its
account pursuant to this Prospectus and/or (b) ordinary brokerage transactions
and transactions in which the broker solicits purchasers. In effecting sales, a
broker or dealer engaged by a Selling Shareholder may arrange for other brokers
or dealers to participate. Brokers or dealers will receive commissions or
discounts from the Selling Shareholders in amounts to be negotiated immediately
prior to the sale, which amounts will not be greater than that normally paid in
connection with ordinary trading transactions.
LEGAL MATTERS
The validity of the Common Stock offered hereby has been passed upon
for the Company by Taft, Stettinius & Hollister LLP, 1800 Star Bank Center,
Cincinnati, Ohio 45202.
EXPERTS
The audited consolidated financial statements incorporated by reference
in this Prospectus and elsewhere in the registration statement to the extent and
for the periods indicated in their report have been audited by Arthur Andersen
LLP, independent public accountants, as set forth in their report. In that
report, that firm states that with respect to certain subsidiaries, its opinion
is based on the reports of other independent public accountants, namely Deloitte
& Touche LLP for the year ended December 31, 1996 and KPMG Peat Marwick LLP for
the year ended December 31, 1995. Reference is made to said report, which
includes an explanatory paragraph with respect to the change in the method of
accounting in 1997 for costs incurred in connection with business process
reengineering activities. The audited consolidated financial statements referred
to above have been incorporated by reference in reliance upon the authority of
those firms as experts in accounting and auditing.
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