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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 28, 1998.
REGISTRATION NO. 333-48099
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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THE KROLL-O'GARA COMPANY
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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Ohio 3711 31-1470817
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER IDENTIFICATION
INCORPORATION) CLASSIFICATION CODE NUMBER) NO.)
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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)
COPIES TO:
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TIMOTHY E. HOBERG, ESQ. JONATHAN I. MARK, ESQ.
TAFT, STETTINIUS & HOLLISTER LLP CAHILL GORDON & REINDEL
1800 STAR BANK CENTER 80 PINE STREET
425 WALNUT STREET NEW YORK, NEW YORK 10005-1702
CINCINNATI, OHIO 45202-3957 (212) 701-3000
(513) 381-2838
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE OF SECURITIES TO THE PUBLIC:
As soon as practicable after this Registration Statement becomes effective.
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, check the following box. [ ]
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. [ ]
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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.
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PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following is a list of anticipated expenses in connection with the
issuance and distribution of the shares of Common Stock being registered, all of
which will be paid by the Company and all of which (other than the SEC, NASD and
Nasdaq fees) are estimated:
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SEC registration fee........................................ $ 27,428
NASD fee.................................................... 9,735
Nasdaq National Market listing fee.......................... 17,500
Printing costs.............................................. 175,000
Legal fees.................................................. 200,000
Accounting fees............................................. 185,000
Financial advisor fee....................................... 120,000
Miscellaneous............................................... 240,337
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$ 975,000
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ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The information required by this Item is incorporated by reference from
Part II, Item 14 of the Registrant's Registration Statement on Form S-1, No.
333-11093.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
The information required by this Item is incorporated by reference from
Part II, Item 15 of the Registrant's Registration Statement on Form S-1, No.
333-11093, from Part II, Item 2 of the Registrant's quarterly report on Form
10-Q for the quarter ended March 31, 1997, and from Part II, Item 5 of the
Registrant's annual report on Form 10-K for the year ended December 31, 1997.
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(a) Exhibits. The list of exhibits is set forth beginning on page II-5 of
this Registration Statement and is incorporated herein by reference.
(b) Financial Statement Schedules. All 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.
ITEM 17. UNDERTAKINGS.
*(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.
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*(i) The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
Registration Statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus 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.
* Paragraph references correspond to those of Regulation S-K, Item 512.
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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 NEW YORK,
STATE OF NEW YORK, AS OF THE 28(TH) DAY OF APRIL, 1998.
THE KROLL-O'GARA COMPANY
By: /s/ JULES B. KROLL
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Jules B. Kroll
Chairman 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 28(TH) DAY OF APRIL, 1998.
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SIGNATURE TITLE
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/s/ JULES B. KROLL Chairman of the Board and Chief
- ------------------------------------------------ Executive Officer (principal executive officer)
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/ 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
/s/ RAYMOND E. MABUS* Director
- ------------------------------------------------
Raymond E. Mabus
/s/ HUGH E. PRICE* Director
- ------------------------------------------------
Hugh E. Price
/s/ JERRY E. RITTER* Director
- ------------------------------------------------
Jerry E. Ritter
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SIGNATURE TITLE
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/s/ WILLIAM S. SESSIONS* Director
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William S. Sessions
/s/ HOWARD I. SMITH* Director
- ------------------------------------------------
Howard I. Smith
* Pursuant to Power of Attorney
By: /s/ ABRAM S. GORDON
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Abram S. Gordon
Attorney-in-Fact
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LIST OF EXHIBITS
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EXHIBIT
NO. DESCRIPTION
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1.1 Form of Underwriting Agreement *
3.1 Amended and Restated Articles of Incorporation of the
Company*
3.2 Code of Regulations of the Company (1)
4.1 Note Purchase Agreement, dated as of May 30, 1997, between
and among the 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 (2)
5.1 Opinion of Taft, Stettinius & Hollister LLP
10.1 Agreement to armor HMMWVs between the Company and the United
States Army Tank and Automotive Command, dated May 12, 1994,
as amended (1)
10.2 Systems Technical Support Agreement between the Company and
the United States Army, dated January 20, 1997 (3)
10.3 Lease of Mulhauser Road facility between O'Gara-Hess &
Eisenhardt Armoring Company and OLG, Limited, dated March
12, 1996, as amended (1)
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 (1)
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 (1)
10.6 1996 Stock Option Plan, as amended *
10.7 Employment Agreement between O'Gara-Hess & Eisenhardt
Armoring Company and Richard L. Curotto, dated August 23,
1996 (1)
10.8 Employment Agreement between the Company and Thomas M.
O'Gara, dated August 23, 1996 (1)
10.9 Employment Agreement between the Company and Wilfred T.
O'Gara, dated August 23, 1996 (1)
10.10 Employment Agreement between the Company and Nicholas P.
Carpinello, dated August 23, 1996 (1)
10.11 Employment Agreement between O'Gara-Hess & Eisenhardt
Armoring Company and Gary W. Allen, dated August 23, 1996
(1)
10.12 Employment Agreement between O'Gara-Hess & Eisenhardt
Armoring Company and Michael J. Lennon, dated August 23,
1996 (1)
10.13 Form of Accumulated Adjustments Account ("AAA") promissory
notes to shareholders (1)
10.14 License agreement between O'Gara Satellite Networks Limited
and Morsviasputnik, dated March 21, 1995 (1)
10.15 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 (7)
10.16 Acquisition Agreement between the Company and Labbe, S.A.,
dated January 21, 1997 (4)
10.17 Amended and Restated Loan Agreement, dated as of December 1,
1997, between The O'Gara Company, O'Gara-Hess & Eisenhardt
Armoring Company, Kroll Holdings, Inc., Kroll Associates,
Inc. and KeyBank National Association *
10.18 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 (5)
10.19 Second Lease Amendment, dated March 31, 1997 between OLG
Limited and O'Gara-Hess & Eisenhardt Armoring Company (6)
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EXHIBIT
NO. DESCRIPTION
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10.20 Stock Option and Stockholders' Agreement, dated January 29,
1996, among Kroll Holdings, Inc., Jules B. Kroll and Michael
Cherkasky (7)
10.21 Stock Option and Stockholders' Agreement, dated January 29,
1996, among Kroll Holdings, Inc., Jules B. Kroll and
Nazzareno E. Paciotti (7)
10.22 AUI Retainer Agreement (7)
10.23 Amended and Restated Lease of office space in New York, New
York between Progress Partners and Kroll Associates, Inc.
(7)
10.24 Registration Rights Agreement, dated August 8, 1997, among
Thomas M. O'Gara, Jules B. Kroll and the Company (7)
10.25 Registration Rights Agreement between American International
Group, Inc. and the Company*
10.26 Employment Agreement, dated October 17, 1997, between the
Company and Jules B. Kroll (7)
10.27 Employment Agreement, dated October 17, 1997, between the
Company and Nazzareno E. Paciotti (7)
10.28 Employment Agreement, dated October 17, 1997, between the
Company and Abram S. Gordon (7)
10.29 Amendment to Employment Agreement, dated October 17, 1997,
between O'Gara-Hess & Eisenhardt Armoring Company and
Michael J. Lennon (7)
10.30 Amendment to Employment Agreement, dated October 17, 1997,
between the Company and Thomas M. O'Gara (7)
10.31 Amendment to Employment Agreement, dated October 17, 1997,
between the Company and Wilfred T. O'Gara (7)
10.32 Amendment to Employment Agreement, dated October 17, 1997,
between the Company and Nicholas P. Carpinello (7)
10.33 Form of Promissory Note between Jules B. Kroll and Kroll
Associates, Inc. (7)
21.1 Subsidiaries of the Company*
23.1 Consent of Taft, Stettinius & Hollister LLP (contained in
Exhibit 5.1)
23.2 Consent of Arthur Andersen LLP*
23.3 Consent of Deloitte & Touche LLP*
23.4 Consent of KPMG Peat Marwick LLP*
24.1 Power of Attorney*
27.1 Financial Data Schedule*
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* Previously filed.
(1) Filed as an Exhibit to the Company's Registration Statement on Form S-1, No.
333-11093 and incorporated herein by reference.
(2) Filed as an Exhibit to the Company's Current Report on Form 8-K (Date of
Report: May 30, 1997) and incorporated herein by reference.
(3) Filed as an Exhibit to the Company's Annual Report on Form 10-K for the year
ended December 31, 1996 and incorporated herein by reference.
(4) Filed as an Exhibit to the Company's Current Report on Form 8-K (Date of
Report: February 12, 1997) and incorporated herein by reference.
(5) Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended June 30, 1997 and incorporated herein by reference.
(6) Filed as an Exhibit to the Company's Quarterly Report on Form 10-Q for the
quarter ended March 31, 1997 and incorporated herein by reference.
II-6
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(7) Filed as an exhibit to the Company's Registration Statement on Form S-4, No.
333-35845 and incorporated herein by reference.
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The Company will furnish to the Commission, upon request, any long-term debt
instruments not listed above.
II-7
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Exhibit 5.1
Taft, Stettinius & Hollister LLP
1800 Star Bank Center
425 Walnut Street
Cincinnati, Ohio 45202-3957
April 28, 1998
Securities & Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Kroll-O'Gara Company
Dear Sirs:
We have acted as counsel for The Kroll-O'Gara Company, an Ohio
corporation (the "Company"), in connection with its filing of a Registration
Statement on Form S-1 (Registration No. 333-48099) covering the sale of up to
5,060,000 shares of the Company's Common Stock, $.01 par value per share (the
"Common Stock"), of which up to 3,200,000 shares are to be sold by the Company.
We also have acted as counsel for certain of the Company's shareholders (the
"Selling Shareholders") with respect to the sale by them of up to 1,860,000
shares of Common Stock pursuant to the Registration Statement.
It is our opinion that the registration of the sale of the Common Stock
pursuant to such Registration Statement and the issuance of such shares by the
Company have been duly authorized by all necessary corporate action by the
Company. When issued and sold as contemplated by the Registration Statement, and
upon receipt by the Company and the Selling Shareholders of payment therefore,
the Common Stock will be validly issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to such
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus contained therein.
Very truly yours,
TAFT, STETTINIUS & HOLLISTER
