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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): DECEMBER 7, 1998
THE KROLL-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 IN THE REPORT
Items 1, 3, 4, 5, 6, 8 and 9 are not applicable and are omitted from this
Current Report.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 7, 1998, The Kroll-O'Gara Company (the "Company") completed
the acquisition of Laboratory Specialists of America, Inc. ("Lab Specialists"),
headquartered in Oklahoma City, Oklahoma. Lab Specialists owns and operates a
laboratory in New Orleans providing drug-testing services to corporate and
institutional clients seeking to detect and deter the use of illegal drugs. In
addition to drug testing, Lab Specialists offers a range of services which are
customized to assist clients in implementing cost-effective drug testing
programs.
The acquisition was approved by the shareholders of Lab Specialists on
December 4, 1998. In the transaction a wholly owned subsidiary of the Company
merged into Lab Specialists, with the result that Lab Specialists became a
wholly owned subsidiary of the Company, and each outstanding share of Lab
Specialists Common Stock was converted into the right to receive .2012 share of
Kroll-O'Gara Common Stock. The Company issued approximately 1,209,000 shares of
Kroll-O'Gara Common Stock, valued at $29.54 per share, in the transaction, for
an aggregate value of approximately $35.7 million. In addition, the Company
assumed options and warrants to issue an additional 63,480 shares of
Kroll-O'Gara Common Stock. The transaction has been accounted for as a pooling
of interests.
The amount of consideration paid was determined by arms-length
negotiations between the Company and Lab Specialists. There was no prior
material relationship between Lab Specialists and the Company or any of the
Company's affiliates, directors or officers, or any associate of such directors
or officers. The Company intends to continue to devote the assets acquired to
Lab Specialists existing businesses.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements
In accordance with Item 7(a)(4), such financial statements shall
be filed no later than 60 days after December 7, 1998.
(b) Pro Forma Financial Information
In accordance with Item 7(b), such financial statements shall be
filed no later than 60 days after December 7, 1998.
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(C) EXHIBITS
Exhibit 10.1 Agreement and Plan of Merger by and among The
Kroll-O'Gara Company, Kroll-O'Gara Oklahoma, Inc. and
Laboratory Specialists of America, Inc. dated as of
October 21, 1998. (Incorporated by reference from the
Company's Registration Statement on Form S-4,
No. 333-66959)
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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: DECEMBER 22, 1998 THE KROLL-O'GARA COMPANY
By /s/ Nicholas P. Carpinello
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Nicholas P. Carpinello
Controller and Treasurer
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