<PAGE> 1
As filed with the Securities and Exchange Commission on June 9, 1998.
Registration No. 333-______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
------------
THE KROLL-O'GARA COMPANY
(Exact name of registrant as specified in its charter)
Ohio 31-1470817
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
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)
--------------------
Abram S. Gordon
Vice President and General Counsel
The Kroll-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)
Copy to:
Timothy E. Hoberg, Esq.
Taft, Stettinius & Hollister LLP
1800 Star Bank Center
425 Walnut Street
Cincinnati, Ohio 45202-3957
(513) 381-2838
--------------------
Approximate date of commencement of proposed sale to public: From time
to time after this Registration Statement shall become effective.
<PAGE> 2
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] __________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] __________
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
----------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===================================================================================================
Title of Amount to be Proposed Proposed Amount of
Securities to be Registered Maximum Maximum Registration Fee
Registered Offering Price Aggregate
per unit (1) Offering
Price(1)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 106,629 shares $21.25 $2,265,866.25 $668.43
$.01 par value
per share
===================================================================================================
<FN>
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and based on the average of the high and low
prices of the Common Stock as reported on the Nasdaq National Market on
June 2, 1998.
</TABLE>
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> 3
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 _, 1998, the closing price of the Common Stock
as reported on the Nasdaq National Market was $ ____ per share.
-----------------------
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.
-----------------------
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.
-----------------------
The date of this Prospectus is June _, 1998.
<PAGE> 4
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.
-----------------------
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
-2-
<PAGE> 5
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.
-3-
<PAGE> 6
<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 _, 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.
-4-
<PAGE> 7
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the estimated expenses to be incurred in
connection with the issuance and distribution of the securities being registered
hereby:
<TABLE>
<CAPTION>
<S> <C>
SEC registration fee................................ $ 670
Nasdaq National Market listing fee.................. 2,135
Accounting fees and expenses........................ 15,000
Legal fees and expenses............................. 7,500
Miscellaneous....................................... 695
------
TOTAL..................................... $26,000
=======
</TABLE>
All of the above expenses other than the SEC registration fee and the
Nasdaq listing fee are estimates. The Company has agreed to pay all of these
expenses.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 1701.13(D) of the Ohio General Corporation Law allows
indemnification by the Registrant 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 the Registrant, against expenses, including judgments and
fines, if he acted in good faith and in a manner reasonably believed to be 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 the Registrant, 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.
The Registrant's Code of Regulations provides that the Registrant shall
indemnify such persons to the fullest extent permitted by law.
The Registrant maintains director and officer liability insurance which
provides coverage against certain liabilities.
II-1
<PAGE> 8
ITEM 16. EXHIBITS.
The following Exhibits are filed as part of this Registration
Statement.
Exhibit No.
-----------
5 Opinion of Counsel
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of KPMG Peat Marwick LLP
23.4 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
ITEM 17. UNDERTAKINGS.
*(a) The undersigned Registrant hereby undertakes:
(1) 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;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the Registration Statement.
(2) 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.
(3) 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.
II-2
<PAGE> 9
*(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
Registration Statement 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.
*(h) 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 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.
- ---------------
* Paragraph references correspond to those of Item 512 of Regulation S-K.
II-3
<PAGE> 10
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THE
REGISTRANT CERTIFIES THAT IT HAS REASONABLE GROUNDS TO BELIEVE THAT IT MEETS ALL
OF THE REQUIREMENTS FOR FILING ON FORM S-3 AND HAS DULY CAUSED THIS REGISTRATION
STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY
AUTHORIZED, IN CINCINNATI, OHIO, AS OF THE 9th DAY OF JUNE, 1998.
THE KROLL-O'GARA COMPANY
BY: /s/ Jules B. Kroll
-------------------------------
Jules B. Kroll
Chairman of the Board and Chief
Executive Officer
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES INDICATED AS OF THE 9th DAY OF JUNE, 1998.
SIGNATURE TITLE
- --------- -----
/s/ Jules B. Kroll Chairman of the Board and Chief
- ------------------ Executive Officer (principal executive
Jules B. Kroll officer)
/s/ Thomas M. O'Gara Vice Chairman of the Board
- --------------------
Thomas M. O'Gara
/s/ Wilfred T. O'Gara* Director
- ----------------------
Wilfred T. O'Gara
/s/ Nazzareno E. Paciotti Chief Financial Officer
- ------------------------- (principal financial officer)
Nazzareno E. Paciotti
/s/ Nicholas P. Carpinello Controller and Treasurer
- -------------------------- (principal accounting officer)
Nicholas P. Carpinello
/s/ Michael G. Cherkasky* Director
- -------------------------
Michael G. Cherkasky
/s/ Marshall S. Cogan* Director
- ----------------------
Marshall S. Cogan
/s/ Michael J. Lennon* Director
- ----------------------
Michael J. Lennon
Director
- --------------------
Raymond E. Mabus
II-4
<PAGE> 11
/s/ Hugh E. Price* Director
- ------------------
Hugh E. Price
/s/ Jerry E. Ritter* Director
- --------------------
Jerry E. Ritter
/s/ William S. Sessions* Director
- ------------------------
William S. Sessions
Director
- -------------------
Howard I. Smith
* Pursuant to Power of Attorney
By: /s/ Abram S. Gordon
--------------------
Abram S. Gordon
Attorney-in-Fact
II-5
<PAGE> 12
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
5 Opinion of Counsel
23.1 Consent of Arthur Andersen LLP
23.2 Consent of Deloitte & Touche LLP
23.3 Consent of KPMG Peat Marwick LLP
23.4 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney
<PAGE> 1
EXHIBITS 5 and 23.4
Taft, Stettinius & Hollister LLP
1800 Star Bank Center
425 Walnut Street
Cincinnati, Ohio 45202-3957
June 9, 1998
Securities & Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir or Madam:
We have acted as counsel for The Kroll-O'Gara Company (the "Company")
in connection with its filing of a Registration Statement on Form S-3 concerning
the registration of up to 106,629 shares of common stock, $.01 par value (the
"Common Stock"), to be sold by the members of the Selling Shareholder group
identified in the Registration Statement.
It is our opinion that the registration of the shares of Common Stock
covered by the Registration Statement and the issuance of such shares by the
Company have been duly authorized by all necessary corporate action by the
Company and that, when issued in accordance with the terms of the agreements
providing for their issuance, such shares will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
aforesaid Registration Statement and to the reference to our firm under the
caption "Legal Matters" in the Prospectus.
Yours very truly,
/s/ Taft, Stettinius & Hollister LLP
<PAGE> 1
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this registration statement of our report dated March 13, 1998
included in The Kroll-O'Gara Company's Form 10-K for the year ended December 31,
1997, and to all references to our Firm included in this registration statement.
ARTHUR ANDERSEN LLP
Cincinnati, Ohio
June 9, 1998
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
To the Board of Directors and Stockholders of
The Kroll-O'Gara Company
Cincinnati, Ohio
We consent to the incorporation by reference in this Registration Statement of
The Kroll-O'Gara Company on Form S-3 of our report dated March 13, 1997 (August
8, 1997 as to Notes 7 and 17 to the financial statements) appearing in the
Annual Report on Form 10-K of The Kroll-O'Gara Company for the year ended
December 31, 1997.
We also consent to the reference to us under the heading "Experts" in such
Registration Statement.
Deloitte & Touche LLP
New York, New York
June 9, 1998
<PAGE> 1
Exhibit 23.3
The Board of Directors
Kroll Holdings, Inc.:
We consent to the use of our report incorporated herein by reference
and to the reference to our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
New York, New York
June 9, 1998
<PAGE> 1
EXHIBITS 5 and 23.4
Taft, Stettinius & Hollister LLP
1800 Star Bank Center
425 Walnut Street
Cincinnati, Ohio 45202-3957
June 9, 1998
Securities & Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir or Madam:
We have acted as counsel for The Kroll-O'Gara Company (the "Company")
in connection with its filing of a Registration Statement on Form S-3 concerning
the registration of up to 106,629 shares of common stock, $.01 par value (the
"Common Stock"), to be sold by the members of the Selling Shareholder group
identified in the Registration Statement.
It is our opinion that the registration of the shares of Common Stock
covered by the Registration Statement and the issuance of such shares by the
Company have been duly authorized by all necessary corporate action by the
Company and that, when issued in accordance with the terms of the agreements
providing for their issuance, such shares will be legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an Exhibit to the
aforesaid Registration Statement and to the reference to our firm under the
caption "Legal Matters" in the Prospectus.
Yours very truly,
/s/ Taft, Stettinius & Hollister LLP
<PAGE> 1
EXHIBIT 24
POWER OF ATTORNEY
We, the undersigned directors of The Kroll-O'Gara Company, hereby
appoint Wilfred T. O'Gara and Abram S. Gordon, or either of them, our true and
lawful attorneys and agents, to do any and all acts and things in our name and
on our behalf in our capacities indicated below, which said attorneys and
agents, or each of them, may deem necessary or advisable to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules, regulations, and requirements of the Securities and Exchange Commission,
in connection with a Registration Statement on Form S-3 relating to the
registration of shares of the Common Stock of the corporation to be offered by
certain Selling Shareholders, including, without limitation, power and authority
to sign for us, or any of us, in our names in the capacities indicated below,
such Registration Statement as well as any and all amendments (including
post-effective amendments) thereto, and we hereby ratify and confirm all that
said attorneys and agents, or each of them, shall do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Power
of Attorney has been signed below by the following persons in the capacities
indicated as of the 9th day of June, 1998.
Signatures Title
- ---------- -----
/s/ Jules B. Kroll Chairman of the Board
- ------------------
Jules B. Kroll
/s/ Thomas M. O'Gara Vice Chairman of the Board
- ---------------------
Thomas M. O'Gara
/s/ Wilfred T. O'Gara Director
- ----------------------
Wilfred T. O'Gara
/s/ Michael G. Cherkasky Director
- ------------------------
Michael G. Cherkasky
/s/ Marshall S. Cogan Director
- ---------------------
Marshall S. Cogan
/s/ Michael J. Lennon Director
- ---------------------
Michael J. Lennon
Director
- --------------------
Raymond E. Mabus
/s/ Hugh E. Price Director
- -----------------
Hugh E. Price
<PAGE> 2
/s/ Jerry E. Ritter Director
- -------------------
Jerry E. Ritter
/s/ William S. Sessions Director
- -----------------------
William S. Sessions
Director
- -------------------
Howard I. Smith
