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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): JUNE 3, 1999
Commission File Number 000-21629
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 WITH THIS REPORT
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Items 1,2,3,4,6 and 8 are not applicable and are omitted from this report.
ITEM 5. OTHER EVENTS
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(1) The Company's press release dated June 3, 1999 is attached as
Exhibit 99 hereto and is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
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(a) Financial Statements of Business Acquired
Not Applicable
(b) Pro Forma Financial Information
Not Applicable
(c) Exhibits
The following exhibit is filed with this report on Form 8-K:
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Regulation S-K
Exhibit No. Exhibit
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99 Press Release dated
June 3, 1999
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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 as of the 18th day of June, 1999.
THE KROLL-O'GARA COMPANY
By /s/ Nicholas P. Carpinello
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Nicholas P. Carpinello
Controller and Treasurer
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PRESS RELEASE
KROLL-O'GARA
THE RISK MITIGATION COMPANY
9113 Le Saint Drive
Fairfield, Ohio 45014
(513)874-2112
fax (513)874-1262
THE KROLL-O'GARA COMPANY ACQUIRES
THE BUCHLER PHILLIPS GROUP
FAIRFIELD, Ohio, June 3, 1999 -- The Kroll-O'Gara Company (NASDAQ: KROG) today
announced that it has acquired The Buchler Phillips Group of England. Buchler
Phillips provides financial recovery, restructuring, insolvency and turnaround
services throughout the United Kingdom and Europe through its offices in London,
Manchester, Birmingham, Glasgow and its affiliate office in Dublin. Buchler
Phillips will join the Financial Services Division of Kroll-O'Gara's
Investigations and Intelligence Group.
Kroll-O'Gara will pay approximately $12.0 million in cash and 366,000 shares of
Kroll-O'Gara common stock for Buchler Phillips. Other terms were not announced.
For the year ended March 31, 1999, Buchler Phillips reported unaudited total
revenue of approximately $17.9 million.
Commenting on the transaction, Michael Cherkasky, the President of the
Investigations and Intelligence Group stated: "Buchler Phillips provides an
excellent product, service and geographic extension of our Financial Services
Division. We are most pleased to welcome all of the Buchler Phillips employees
to the Kroll-O'Gara family."
David Buchler, the Senior Partner of Buchler Phillips stated: "By working
together with Kroll-O'Gara and Lindquist Avey, we will now have the ability to
further develop our international insolvency and turnaround business."
Lindquist Avey, a subsidiary of Kroll-O'Gara, provides forensic accounting
services in Canada and the United States. Since 1997, Lindquist Avey has had a
joint venture with Buchler Phillips, which provides these services in the United
Kingdom.
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. The
Company is organized into three primary business groups: Investigations &
Intelligence Group; Security Products & Services Group; and Information Security
Group.
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The Investigations & Intelligence Group provides financial services, including
forensic accounting, business valuation, insolvency, turnaround, asset tracing
and pre-acquisition due diligence. It provides business investigations and
intelligence, including litigation support, monitoring and intellectual property
infringement investigations. Its corporate services include pre-employment
background checking, drug testing, surveillance and vendor integrity programs.
This Group also provides clients with corporate security, including security
architecture and planning, as well as computer forensics.
The Security Products & Services Group provides commercial and military armored
vehicles, other armoring systems, advanced security and driver training, crisis
management and engineering services.
The Information Security Group provides network and system security services,
all aspects of data security, including product evaluation assessment, security
policy development, security architecture and design as well as security
training.
Based in New York City and Fairfield, Ohio, Kroll-O'Gara employs more than 2,600
people in 60 offices and plants around the world.
CONTACT: Bill T. O'Gara, President and COO of The Kroll-O'Gara Company
(513)874-2112.
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