<PAGE> 1
As filed with the Securities and Exchange Commission on May 5, 1999.
Registration No. 333-74335
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------
AMENDMENT NO. 2
to
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 Identification No.)
incorporation or organization)
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 FIRSTAR TOWER
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.
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. [ ]
-----------------
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> 2
PROSPECTUS
271,711 SHARES
THE KROLL-O'GARA COMPANY
COMMON STOCK
This prospectus covers 271,711 shares of the common stock of The
Kroll-O'Gara Company.
Kroll-O'Gara's common stock is listed on the Nasdaq National Market
under the symbol "KROG." On May ____, 1999, 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 individuals identified under the caption "Selling
Shareholders." The selling shareholders have advised Kroll-O'Gara that they may
sell these shares from time to time on The Nasdaq Stock Market, in the
over-the-counter market or in negotiated transactions, in each case at prices
satisfactory to the selling shareholders. See "Plan of Distribution."
Kroll-O'Gara will receive no proceeds from the sale of the shares
covered by this prospectus.
Kroll-O'Gara 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 May ____, 1999.
<PAGE> 3
TABLE OF CONTENTS
The Company...................................... 3
Selling Shareholders............................. 4
Plan of Distribution............................. 4
Legal Matters.................................... 5
Experts.......................................... 5
Where You Can Find More Information.............. 6
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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, advice and products to
mitigate the growing risks associated with fraud, electronic threats, physical
threats, and uninformed decisions based upon incomplete or inaccurate
information. Kroll-O'Gara is organized into three primary business groups:
Investigations and Intelligence, Security Products and Services and Information
Security.
The Investigations and Intelligence Group provides:
- financial services, including forensic accounting, asset
tracing services and pre-acquisition due diligence;
- business investigations and intelligence, including
litigation support, monitoring, and intellectual property infringement
investigations;
- corporate services, including pre-employment background
checking, drug testing, surveillance and vendor integrity programs;
- corporate security, including security architecture and
planning; and
- computer forensics.
The Security Products and Services Group provides:
- armored products, including ballistic and blast protected
armoring systems for commercial and military vehicles; and
- security services including advanced driver training,
force protection training and risk and crisis management.
The Information Security Group provides objective information security
services, including:
- network and system security review and repair;
- product assessment;
- the creation and implementation of security policies;
- architecture and design; and
- training.
Kroll-O'Gara 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.
On April 28, 1999, Kroll-O'Gara's Board of Directors approved a formal
plan to discontinue operations of the Voice and Data Communications segment of
its business. Kroll-O'Gara's Voice and Data Communications business engaged in
reselling satellite communication and navigation equipment, selling airtime for
satellite telephones and designing and installing integrated satellite
communication systems in vehicles.
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SELLING SHAREHOLDERS
The selling shareholders identified below provided the following
information to Kroll-O'Gara concerning their beneficial ownership of
Kroll-O'Gara'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 After the
Name of Selling Stock Beneficially to Be Completion of This
Shareholder Owned Offered Offering
----------- ----- ------- --------
<S> <C> <C> <C>
Tedd Avey 63,699 63,699 --
Michael Beber 41,543 41,543 --
Ross Hamilton 19,387 19,387 --
Robert Macdonald 47,082 47,082 --
William Kizorek 227,381 100,000 127,381*
</TABLE>
- --------------
* Less than 1%
Messrs. Avey, Beber, Hamilton and Macdonald acquired beneficial
ownership of their shares of common stock as a result of Kroll-O'Gara's June 15,
1998 acquisition of Lindquist Avey Macdonald Baskerville Inc. of Toronto,
Canada. Each of these selling shareholders is an officer or employee of
Lindquist Avey or a subsidiary of Lindquist Avey. None had any prior position,
office or material relationship with Kroll-O'Gara or any of its affiliates.
Mr. Kizorek acquired beneficial ownership of his shares of common stock
as a result of Kroll-O'Gara'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 Kroll-O'Gara or any of its
affiliates. Kroll-O'Gara now employs Mr. Kizorek as its Vice President of
Marketing.
PLAN OF DISTRIBUTION
Kroll-O'Gara is registering the shares of common stock offered by this
prospectus on behalf of the selling shareholders named above. As used in this
section, however, "Selling Shareholders" also includes donees and pledgees
selling shares received after the date of this prospectus from a named selling
shareholder. All costs, expenses and fees in connection with the registration of
the shares of Kroll-O'Gara common stock offered by this prospectus are being
borne by Kroll-O'Gara. Brokerage commissions and similar selling expenses, if
any, attributable to the sale of these shares will be borne by the Selling
Shareholders. Sales of shares may be effected by the Selling Shareholders from
time to time in one or more transactions on The Nasdaq Stock Market, in the
over-the-counter market, in negotiated transactions, through put or call options
transactions relating to the shares, through short sales of shares, or a
combination of these methods of sale, at market prices prevailing at the time of
sale, or at negotiated prices. The Selling Shareholders named above have advised
Kroll-O'Gara that they have not entered into any agreements, understandings or
arrangements with any underwriters or broker-dealers regarding the sale of their
shares, nor is any underwriter or coordinating broker acting in connection with
the proposed sale of shares by the Selling Shareholders.
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The Selling Shareholders may sell their shares directly to purchasers
or to or through broker-dealers, which may act as agents or principals.
Broker-dealers may receive compensation in the form of discounts, concessions,
or commissions from the Selling Shareholders and/or the purchasers of shares for
whom the broker-dealers act as agents or to whom they sell as principal or both.
As to a particular broker-dealer, this compensation might be in excess of
customary commissions.
The Selling Shareholders and any broker-dealers that act in connection
with the sale of the shares of Kroll-O'Gara common stock offered by this
prospectus may be deemed to be "underwriters" within the meaning of Section
2(11) of the Securities Act of 1933. Any commissions received by these
broker-dealers and any profit on the resale of the shares sold by them while
acting as principals may be deemed to be underwriting discounts or commissions
under the Securities Act. Kroll-O'Gara has agreed to indemnify each Selling
Shareholder against certain liabilities, including liabilities arising under the
Securities Act. A Selling Shareholder may agree to indemnify any agent, dealer
or broker-dealer that participates in transactions involving sales of his shares
against certain liabilities, including liabilities arising under the Securities
Act.
Because Selling Shareholders may be deemed to be "underwriters," they
will be subject to the prospectus delivery requirements of the Securities Act.
Kroll-O'Gara has informed the Selling Shareholders that the anti-manipulative
provisions of Regulation M promulgated under the Securities Exchange Act of 1934
may apply to their sales in the market.
The Selling Shareholders also may resell all or a portion of their
shares in open market transactions in reliance upon Rule 144 under the
Securities Act, provided they meet the criteria and conform to the requirements
of that Rule.
If Kroll-O'Gara is notified by a Selling Shareholder that a material
arrangement has been entered into with a broker-dealer for the sale of shares
through a block trade, special offering, exchange distribution or secondary
distribution or a purchase by a broker or dealer, a supplement to this
prospectus will be filed, if required, pursuant to Rule 424(b) under the
Securities Act. This supplement will disclose:
- the names of the Selling Shareholder and the participating
broker dealer(s);
- the number of shares involved;
- the price at which the shares were sold;
- the commissions paid or discounts or concessions allowed, where
applicable;
- that the broker dealer(s) did not conduct any investigation to
verify the information set out or incorporated by reference in
this prospectus; and
- other facts material to the transaction.
In addition, if Kroll-O'Gara is notified by a Selling
Shareholder that a donee or pledgee intends to sell more than 500 shares, a
supplement to this prospectus will be filed.
LEGAL MATTERS
Taft, Stettinius & Hollister LLP, Cincinnati, Ohio, has passed upon the
validity of the shares of Kroll-O'Gara common stock offered by this prospectus.
EXPERTS
The consolidated financial statements and supplemental consolidated
financial statements of Kroll-O'Gara as of December 31, 1997 and 1998 and for
each of the three years in the period ended December 31, 1998 incorporated by
reference in this prospectus have been audited by Arthur Andersen LLP,
independent public accountants, as set forth in their reports. In those reports,
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. Reference is made to said reports,
which include an explanatory paragraph with respect to the change in
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method of accounting in 1997 for costs incurred in connection with business
process reengineering activities. The audited consolidated financial statements
referred to above are incorporated by reference herein in reliance upon the
authority of said firm as experts in giving said reports.
The consolidated financial statements of Kroll Holdings, Inc. and
subsidiaries as of December 31, 1996 and for the year then ended (not
incorporated by reference separately herein) have been audited by Deloitte &
Touche LLP, independent auditors, as stated in their report incorporated by
reference herein, and are included in reliance upon the report of such firm
given upon their authority as experts in accounting and auditing.
The 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
certified public accountants, as indicated in their report with respect thereto,
and are incorporated by reference in reliance upon the authority of said firm as
experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
Kroll-O'Gara files annual, quarterly and special reports, proxy
statements and other information with the Securities and Exchange Commission.
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
Kroll-O'Gara 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.
Kroll-O'Gara 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 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 Kroll-O'Gara to "incorporate by reference" information
into this prospectus, which means that Kroll-O'Gara can disclose important
information about itself to you by referring you to another document filed
separately with the SEC. The information about Kroll-O'Gara 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.
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This prospectus incorporates by reference the documents listed below
that Kroll-O'Gara has previously filed with the SEC.
<TABLE>
<CAPTION>
THE KROLL-O'GARA COMPANY SEC FILINGS
(FILE NO. 000-21629) PERIOD/AS OF DATE
- ------------------------------------ -------------------------------------------
<S> <C>
Annual Report on Form 10-K/A Year ended December 31, 1998
Current Reports on Form 8-K and 8-K/A September 1, 1998 (filed September 15,
1998 and amended on October 23, 1998)
December 31, 1998 (filed January 15, 1999
and amended on March 11, 1999)
January 21, 1999 (filed January 29, 1999)
March 9, 1999 (filed March 11, 1999)
Description of Kroll-O'Gara's common stock
in Registration Statement on Form 8-A October 28, 1996
</TABLE>
Kroll-O'Gara 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
Kroll-O'Gara, the SEC or the SEC's Internet world wide web site as described
above. Kroll-O'Gara 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 Kroll-O'Gara 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.
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<PAGE> 9
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>
<CAPTION>
<S> <C>
SEC registration fee................................ $ 2,554
Accounting fees and expenses........................ 15,000
Legal fees and expenses............................. 7,500
Miscellaneous....................................... 946
-------
TOTAL..................................... $26,000
=======
</TABLE>
All of the above expenses other than the SEC registration fee are
estimates. Kroll-O'Gara 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.
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 (in respect of The Kroll-O'Gara
Company)**
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23.2 Consent of Deloitte & Touche LLP (in respect of The
Kroll-O'Gara Company)**
23.3 Consent of Crowe, Chizek and Company LLP (in respect of
Kizorek, Inc.)**
23.7 Consent of Counsel (included in Exhibit 5)*
24 Power of Attorney*
- --------
* Previously filed.
** To be filed by amendment.
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.
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<PAGE> 11
(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.
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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 AMENDMENT TO
REGISTRATION STATEMENT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO
DULY AUTHORIZED, IN NEW YORK, NEW YORK, AS OF THE 4TH DAY OF MAY, 1999.
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
AMENDMENT TO REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN
THE CAPACITIES INDICATED AS OF THE 4TH DAY OF MAY, 1999.
SIGNATURE TITLE
- --------- -----
/S/ Jules B. Kroll
- ---------------------------- Chairman of the Board and Chief
Jules B. Kroll Executive Officer (principal
executive 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
Nazzareno E. Paciotti (principal financial officer)
/S/Nicholas P. Carpinello
- ---------------------------- Controller and Treasurer
Nicholas P. Carpinello (principal accounting officer)
/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
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/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
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