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Filed by The Kroll-O'Gara Company
Pursuant to Rule 425 under the Securities Act of 1933 and
Deemed Filed Pursuant to Rule 14a-12 of the Securities Exchange Act of 1934
Subject Company: The Kroll-O'Gara Company (Commission File No. 000-21629)
FOR IMMEDIATE RELEASE
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KROLL-O'GARA REPORTS ON STATUS OF BUSINESS SEPARATION
NEW YORK, NY -- JULY 26, 2000 -- The Kroll-O'Gara Company (Nasdaq: KROG -
news), at its Annual Meeting of Shareholders today, will report on the status of
the proposed separation of its primary businesses into stand alone companies. As
previously announced, during April and May 2000 Kroll-O'Gara's Board of
Directors directed management to explore the separation of these businesses and
formed a Special Committee of the Board to supervise the process. The Special
Committee then selected Bear Stearns & Co. Inc. to assist the Company. Since
that time, the Special Committee, along with its independent investment and
legal advisors, has engaged in extensive discussions with management of the
Company.
These discussions have resulted in the development of a tentative plan for the
separation of the Company's two principal operating segments - the Security
Products & Services Group (O'Gara-Hess & Eisenhardt Armoring) and the
Investigations & Intelligence Group (Kroll Risk Consulting Services). The
separation is intended to resolve internal management conflicts and to permit
the management of each Group to reestablish clear strategic and operating
direction for the business of that Group. This plan is not yet final, but its
principal aspects are expected to include the following:
o The Company will be separated into two independent publicly-held
corporations;
o The separation will be tax free to the Company and its shareholders;
o The Company's public shareholders will hold the same percentage ownership in
each of the two publicly-held companies as they hold in the Company prior to
the separation;
o Messrs. Thomas and Bill O'Gara and certain other senior members of management
historically associated with the Security Products and Services Group will
hold shares only in the company conducting the activities of that Group.
Similarly, Mr. Jules B. Kroll and certain other senior members of management
historically associated with the Investigations and Intelligence Group will
hold shares only in the company conducting the activities of that Group;
o Each of the two companies will continue to hold an equity interest in the
Company's Internet security subsidiary, Securify Inc., which will operate as
a private company under separate management;
o Any final plan, if developed, will be presented to shareholders only after
receipt of an opinion as to fairness
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from Bear Stearns, a favorable recommendation by the Special Committee and
appropriate action by the full Board of Directors. Definitive proxy material
and other information will be provided to shareholders in connection with any
shareholder vote on a final plan of separation;
o The Company anticipates that the separation, if consummated, will be
completed during the fourth quarter of 2000 or the first quarter of 2001.
The statements in this release relating to Kroll-O'Gara's business plans are
forward-looking statements within the meaning of the federal securities laws.
These statements are subject to substantial risks and uncertainties. There can
be no assurance that the plan of separation described above, or any other plan
of separation, will be finalized or, if finalized, that the separation will be
completed. Completion of any transaction will be subject to a number of
conditions, including, among others, shareholder approval, regulatory approvals
and receipt of a private letter ruling from the Internal Revenue Service that
the separation will be tax free to Kroll-O'Gara and its shareholders.
If a plan of separation is finalized, Kroll-O'Gara will send a definitive proxy
statement to shareholders and will request their proxies at that time.
SHAREHOLDERS SHOULD READ THE PROXY STATEMENT WHEN IT IS AVAILABLE SINCE IT WILL
CONTAIN IMPORTANT INFORMATION ABOUT THE SEPARATION AND THE PARTICIPANTS IN THE
SEPARATION. The proxy statement will be available for free from the web site
maintained by the Securities & Exchange Commission (http://www.sec.gov) and will
be available free from the Company.
This press release does not constitute an offer of any security. Any offer will
be made pursuant to an effective registration statement under the Securities Act
of 1933, which also will be available on the SEC's web site. The prospectus
contained in any registration statement will be mailed to shareholders along
with other proxy solicitation materials and will be available to shareholders
without charge from the Company.
