<PAGE> 1
As filed with the Securities and Exchange Commission on November 23, 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
incorporation or organization) 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)
----------
ABRAM S. GORDON, ESQ.
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. [ ]
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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, 125,000 shares $29.00 $3,625,000.00 $1,069.38
$.01 par value
per share
================================================================================================================================
</TABLE>
(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
November 16, 1998.
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
125,000 SHARES
THE KROLL-O'GARA COMPANY
COMMON STOCK
This Prospectus covers 125,000 shares of 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 November __, 1998, the closing price of the Common
Stock was $ ____ per share.
All of the shares of Common Stock offered by this Prospectus are being
sold for the account of the individual identified under the caption "Selling
Shareholder." The Selling Shareholder has advised the Company that he may sell
these shares from time to time in the over-the-counter market or in negotiated
transactions, in each case at prices satisfactory to the Selling Shareholder.
See "Plan of Distribution."
The Company will receive no proceeds from the sale of the shares
covered by this Prospectus.
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.
----------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES
OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS.
ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
----------
The date of this Prospectus is November __, 1998.
<PAGE> 4
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.
SELLING SHAREHOLDER
The Selling Shareholder identified below provided the following
information to the Company concerning his beneficial ownership of the Company's
Common Stock as of the date of this Prospectus.
<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 This Offering
- --------------- ------------------ ------------ -------------------
<S> <C> <C> <C>
William Kizorek 352,381 125,000 227,381 (1.35%)
</TABLE>
The Selling Shareholder acquired beneficial ownership of the shares of
Common Stock as a result of the Company's September 1, 1998 acquisition of
Kizorek, Inc. of Naperville, Illinois, of which he was the sole shareholder. He
had no prior position, office or material relationship with the Company or any
of its affiliates. The Company now employs the Selling Shareholder as its Vice
President of Marketing.
PLAN OF DISTRIBUTION
The Selling Shareholder, or his pledgees or donees, may sell the shares
of Common Stock offered by this Prospectus from time to time 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 Selling Shareholder may sell the shares by
means of (a) a broker or dealer as principal purchasing the shares and then
reselling the shares 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 the Selling
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<PAGE> 5
Shareholder may arrange for other brokers or dealers to participate. Brokers or
dealers will receive commissions or discounts from the Selling Shareholder in
amounts they will negotiate prior to the sale. These commissions or discounts
will not be greater than that normally paid in connection with ordinary trading
transactions.
LEGAL MATTERS
Taft, Stettinius & Hollister LLP, Cincinnati, Ohio, has passed upon the
validity of the shares of Common Stock offered by this Prospectus for the
Company.
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.
The audited consolidated financial statements of Laboratory Specialists
of America, Inc. as of December 31, 1996 and 1997 and for each of the three
years in the period ended December 31, 1997, incorporated by reference in this
Prospectus, have been audited by Arthur Andersen LLP, independent public
accountants, as indicated in their report with respect thereto, and are included
in reliance upon the authority of said firm as experts in giving said report.
The audited financial statements of Kizorek, Inc. as of October 31,
1997 and for the year ended October 31, 1997, incorporated by reference in this
Prospectus, have been audited by Crowe, Chizek and Company LLP, independent
public accountants, as indicated in their report with respect thereto, and are
included in reliance upon the authority of said firm as experts in giving said
reports.
WHERE YOU CAN FIND MORE INFORMATION
The Company files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission
(the "SEC"). These SEC filings are available to the public over the Internet at
the SEC's web site at http://www.sec.gov. You also may read and copy any
document filed by the Company with the SEC at the SEC's public reference rooms
in Washington, D.C., New York, New York and Chicago, Illinois. Please call the
SEC at 1-800-SEC-0330 for further information on the public reference rooms.
The Company has filed a Registration Statement on Form S-3 with the SEC
covering the shares of Common Stock offered by this Prospectus. This Prospectus
does not contain all of the information set forth in the Registration Statement.
The full Registration Statement is on the SEC's web site and is available at the
SEC's public reference rooms.
You should rely only on the information provided in this Prospectus. No
one is authorized to provide you with different information. The shares of
Common Stock are not being offered in any
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<PAGE> 6
state where the offer is not permitted. You should not assume that the
information in this Prospectus is accurate as of any date other than the date on
the front of this document.
The SEC allows the Company to "incorporate by reference" information
into this Prospectus, which means that the Company can disclose important
information about itself to you by referring you to another document filed
separately with the SEC. The information about the Company that is incorporated
by reference is considered part of this Prospectus, except for any information
superseded by information contained directly in this Prospectus or in later
filed documents incorporated by reference in this Prospectus.
This Prospectus incorporates by reference the documents listed below
that the Company has previously filed with the SEC.
THE KROLL-O'GARA COMPANY SEC FILINGS (FILE
NO. 000-21629) PERIOD/AS OF DATE
- ------------------------------------ -------------------------------------
Annual Report on Form 10-K Year ended December 31, 1997
Quarterly Reports on Form 10-Q Quarters ended March 31, June 30 and
September 30, 1998
Current Reports on Form 8-K and 8-K/A September 1, 1998 (as amended on
October 23, 1998), September 22,
1998 and November 23, 1998
Description of Company's Common Stock in October 28, 1996
Registration Statement on Form 8-A
The Company also incorporates by reference all additional documents
that it files with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934 between the date of this Prospectus and the
termination of the offering made under this Prospectus. These include periodic
reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K, as well as proxy statements.
You can obtain any of the documents incorporated by reference through
the Company, the SEC or the SEC's Internet world wide web site as described
above. The Company will provide without charge to each person, including any
beneficial owner, to whom this Prospectus is delivered, upon written or oral
request, a copy of any or all of the information incorporated by reference in
this Prospectus but not delivered with this Prospectus. Exhibits are not
available unless the Company has specifically incorporated an exhibit by
reference.
You should direct any requests for delivery of such information 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.
-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:
<TABLE>
<S> <C>
SEC registration fee................................ $ 1,069
Accounting fees and expenses........................ 15,000
Legal fees and expenses............................. 7,500
Miscellaneous....................................... 1,000
-------
TOTAL..................................... $24,569
=======
</TABLE>
All of the above expenses other than the SEC registration 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 Arthur Andersen LLP (in respect of financial
statements of Laboratory Specialists of America, Inc.
incorporated by reference)
23.5 Consent of Crowe, Chizek and Company LLP (in respect of
financial statements of Kizorek, Inc. incorporated by
reference)
23.6 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.
II-2
<PAGE> 9
(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.
*(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 NEW YORK, NEW YORK, AS OF THE 20TH DAY OF NOVEMBER, 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 20TH DAY OF NOVEMBER, 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
/s/ Raymond E. Mabus* 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
/s/ Howard I. Smith* Director
- -------------------------------
Howard I. Smith
*Pursuant to Power of Attorney
By: /s/ Abram S. Gordon
----------------------------
Abram S. Gordon, Attorney-in-Fact
II-5
<PAGE> 1
EXHIBITS 5 and 23.6
Taft, Stettinius & Hollister LLP
1800 Star Bank Center
425 Walnut Street
Cincinnati, Ohio 45202-3957
November 20, 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 125,000 shares of common stock, $.01 par value (the
"Common Stock"), to be sold by the Selling Shareholder 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 such shares are 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
November 20, 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
November 20, 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
November 20, 1998
<PAGE> 1
EXHIBIT 23.4
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 6, 1998
included in the Form 10-KSB of Laboratory Specialists of America, Inc. for the
year ended December 31, 1997, and to all references to our Firm included in this
registration statement.
ARTHUR ANDERSEN LLP
Oklahoma City, Oklahoma
November 20, 1998
<PAGE> 1
EXHIBIT 23.5
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement of Kroll-O'Gara Company on Form
S-3 of our report dated December 10, 1997 except for Note 8, as to which the
date is August 31, 1998 on the October 31, 1997 financial statements of Kizorek,
Inc. We also consent to the reference to our firm under the heading "Experts" in
such Prospectus, which is part of this Registration Statement.
Crowe, Chizek and Company LLP
Oak Brook, Illinois
November 20, 1998
<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
the Selling Shareholder, 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 30th day of October, 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
/s/ Raymond E. Mabus 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
/s/ Howard I. Smith Director
- -------------------------------
Howard I. Smith
