<PAGE> 1
As filed with the Securities and Exchange Commission on April 2, 1999.
Registration No. 333-75525
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------
AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
under
THE SECURITIES ACT OF 1933
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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 FIRSTAR TOWER
425 WALNUT STREET
CINCINNATI, OHIO 45202-3957
(513) 381-2838
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Approximate date of commencement of proposed sale to public: From time
to time after this Registration Statement shall become effective.
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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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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.
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This Amendment is filed solely to provide two exhibits that were not
included in the original filing.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
ITEM 16. EXHIBITS.
The following Exhibits are filed as part of this Registration
Statement.
Exhibit No.
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5 Opinion of Counsel
23.1 Consent of Arthur Andersen LLP (in respect of The Kroll-O'Gara
Company)*
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.)
23.4 Consent of Counsel (included in Exhibit 5)
24 Power of Attorney*
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*Previously filed.
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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 2ND DAY OF APRIL, 1999.
THE KROLL-O'GARA COMPANY
BY: /s/ Jules B. Kroll
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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 2ND DAY OF APRIL, 1999.
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
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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
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Abram S. Gordon, Attorney-in-Fact
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Exhibit 5
Taft, Stettinius & Hollister LLP
1800 Firstar Tower
425 Walnut Street
Cincinnati, Ohio 45202-3957
April 1, 1999
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 in connection
with its filing of a Registration Statement on Form S-3 concerning the
registration of up to 169,521 shares of Kroll-O'Gara's common stock, $.01 par
value, to be sold by the selling shareholders 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 those shares by
Kroll-O'Gara have been duly authorized by all necessary corporate action by
Kroll-O'Gara and that the shares are legally issued, fully paid and
non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
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
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Exhibit 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement of The 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
April 1, 1999
