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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) : JANUARY 21, 1999
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, 2, 3, 4, 6, 7, 8 and 9 are not applicable and are omitted from this
Current Report.
ITEM 5 OTHER INFORMATION.
On January 21, 1998, The Kroll-O'Gara Company (the "Company") announced
that it had executed a definitive agreement to acquire all of the outstanding
capital stock of Background America, Inc. ("BAI") in exchange for approximately
988,000 shares of Kroll-O'Gara common stock. The transaction is expected to be
accounted for as a "pooling of interests" under generally accepted accounting
principles. The closing of the transaction is expected to occur late in the
first quarter or during the second quarter of 1999 and is subject to, among
other things, the approval of the shareholders of BAI.
BAI, headquartered in Nashville, Tennessee, is an information technology
enterprise specializing in Internet-based employment screening and compliance
services. By focusing on innovative Internet solutions, BAI is poised to
take advantage of the rapid advances in the acquisition and dissemination of
data. BAI is an industry pioneer in the use of the World Wide Web in the
employment-screening field. Founded in September 1995, the company employs
approximately 125 people in its three operations centers and five sales
offices. BAI has approximately 3,500 clients in a broad range of markets,
including healthcare, insurance, manufacturing, and retail. BAI has
experienced rapid growth since its founding with sales of $1.8 million, $4.2
million, and $5.8 million for 1996, 1997, and the 10 months ended October 31,
1998, respectively. Barring unforseen circumstances, the Company currently
expects the transaction to be a accretive to earnings in 1999, before
transaction expenses.
Certain of the statements set forth above are forward-looking statements
within the meaning of the federal securities laws. Such statements are based
upon management's estimates, assumptions, and projections and are subject to
substantial risks and uncertainties that could cause actual results to differ
materially from those in the forward looking statements.
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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.
DATE: JANUARY 29, 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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