SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest
Event Reported): September 23, 1999
THE KROLL-O'GARA COMPANY
_________________________________________________________________
(Exact name of registrant as specified in its charter)
Ohio 000-21629 31-1470817
_________________________________________________________________
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
9113 LeSaint Drive, Fairfield, Ohio 45014
_________________________________________________________________
(Address of principal executive offices)
Registrant's telephone number, including area code: (513)874-2112
_____________
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INFORMATION TO BE INCLUDED IN THE REPORT
Items 1, 2, 3, 4, 6 and 8 are not applicable and are omitted from
this report.
Item 5. Other Events
____________
The press release of The Kroll-O'Gara Company dated
September 23, 1999 is filed as Exhibit 99 to, and is incorporated
by reference in, this Current Report on Form 8-K.
Item 7. Financial Statements and Exhibits
_________________________________
(a) Financial Statements of Businesses Acquired.
Not Applicable.
(b) Pro Forma Financial Information.
Not Applicable.
(c) Exhibits
Number Description
______ ___________
99 Press Release dated September 23, 1999
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SIGNATURES
__________
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
as of the 1st day of October 1999.
THE KROLL-O'GARA COMPANY
By /s/Nicholas P. Carpinello
____________________________
Nicholas P. Carpinello
Controller and Treasurer
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Exhibit 99
NEWS RELEASE
Kroll-O'Gara Examining Strategic Alternatives
New York, NY (September 23, 1999) -- The Kroll-O'Gara Company
(Nasdaq: KROG) announced today it has retained the investment
banking firm of Bear, Stearns & Co. Inc. and is exploring
strategic alternatives for the Company. As a result of these
efforts, the Company has received several preliminary proposals
which it is evaluating with the assistance of Bear, Stearns. The
proposals range from a sale of the Company to a significant
equity investment. There can be no assurance that any of these
proposals will be acceptable to the Company, or that any of them
will be consummated.
Having undertaken this strategic initiative, the Company
determined to defer the acquisitions originally planned for the
third quarter of 1999. To the extent that estimates of the
Company's earnings for the third quarter assume that the Company
would complete acquisitions in the quarter, those estimates
should be reduced by approximately 12 to 14 cents.
Similarly, to the extent that estimates of the Company's fourth
quarter results include earnings attributable to acquisitions
assumed to be completed in the last half of 1999, those estimates
will also be affected. The Company is presently not able to
quantify the amount, if any, which the continued deferral of its
acquisition plans might have on its fourth quarter earnings.
Acquisitions continue to form an integral element of the
Company's long-term strategic plan, and the Company intends to
resume its acquisition activities as soon as this strategic
initiative has been concluded. The Company said it will have no
further comment until it has completed its review of strategic
alternatives.
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, advice and products to mitigate the growing
risks associated with fraud, electronic threats, physical threats
and uninformed decisions based upon incomplete or inaccurate
information. Based in New York and Fairfield, Ohio. Kroll-
O'Gara employs more than 2,800 people in over 60 offices and
plants around the world.
Certain of the statements set forth above in this release are
forward-looking statements within the meaning of the federal
securities laws. Such statements are based upon management's
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estimates, assumptions and projections and are subject to
substantial risks and uncertainties that could cause actual
results to differ materially from those set forth in the forward-
looking statements. Factors that could cause actual results to
differ materially from those in the forward-looking statements
include, among other things, contract delays, reductions or
cancellations; cost overruns with regard to fixed price
contracts, problems, and costs associated with integrating past
and future business combinations; the inability to acquire
additional businesses on an accretive basis; various political
and economic risks of conducting business outside the United
States; adjustments associated with percentage-of-completion
accounting; inability of sub-contractors to perform on schedule
and meet demand; unexpected competitive pressures resulting in
lower margins and volumes; uncertainties in connection with
start-up operations and opening new offices; higher-than-
anticipated costs of financing the business; loss of senior
personnel; and changes in the general level of business activity.
