SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number: 333-3954
NOTIFICATION OF LATE FILING
(Check One): [X] Form 10-K [_] Form 11-K [_] Form 20-F [_] Form 10-Q
[_] Form N-SAR
For Period Ended: December 31, 1999
[_] Transition Report on Form 10-K
[_] Transition Report on Form 20-F
[_] Transition Report on Form 11-K
[_] Transition Report on Form 10-Q
[_] Transition Report on Form N-SAR
For the Transition Period Ended: _________________________
Read attached instruction sheet before preparing form. Please print or type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
PART I
REGISTRANT INFORMATION
The Kroll-O'Gara Company
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Full Name of Registrant
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Former Name if Applicable
9113 LeSaint Drive
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Address of Principal Executive Office (Street and Number)
Fairfield, Ohio 45014
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City, State and Zip Code
PART II
RULE 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate.)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or
portion thereof will be filed on or before the 15th calendar
day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
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(3) (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail why the Form 10-K, 11-K, 20-F, 10-Q,
N-SAR or the transition report or portion thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
The Registrant's financial statements were not completed on or before
the date on which the Registrant's Form 10-K for the year ended December 31,
1999 is required to be filed as a result of several factors, including:
-- The Registrant completed numerous acquisitions during the period
from 1998 through mid-1999. The integration of these acquisitions, particularly
the financial reporting functions, consumed more of the Registrant's accounting
resources and management's time than was anticipated.
-- The Registrant implemented two major enterprise systems during the
second half of 1999. Implementation of these enterprise systems and the lack of
experience with the usage of these systems consumed more of the Registrant's
accounting resources and management's time than was anticipated.
-- The Registrant is in the midst of a leveraged recapitalization of
the Registrant with Blackstone Capital Partners III Merchant Banking Fund L.P.,
which had been expected to close by March 31, 2000, and which consumed more of
the Registrant's accounting resources and management's time than was
anticipated.
The Registrant believes at this time that its Form 10-K will be filed
within the grace period provided for under Rule 12b-25.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Nicholas P. Carpinello 513 874-2112
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter
period that the registrant was required to file such report(s) been
filed? If the answer is no, identify report(s).
[X] Yes [_] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject
report or portion thereof?
[X] Yes [_] No
If so: attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
The Registrant cannot make a reasonable estimate of such change as of
the date of this Form 12b-25 because its financial books have not been closed
yet. The Registrant anticipates that its results of operations for the year
ended December 31, 1999 will be consistent with the trends reported in the
Registrant's Form 10-Q for the nine month period ended September 30, 1999.
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The Kroll-O'Gara Company
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: March 31, 2000 By: /s/ Nicholas P. Carpinello
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Name: Nicholas P. Carpinello
Title: Controller and Treasurer
INSTRUCTION: The form may be signed by an executive officer of the
registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal
Criminal Violations (see 18 U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 of the General Rules and
Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and
amendments thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed with
the form will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be
filed with each national securities exchange on which any class of securities of
the registrant is registered.
4. Amendments to the notifications must also be filed on Form 12b-25
but need not restate information that has been correctly furnished. The form
shall be clearly identified as an amended notification.
5. ELECTRONIC FILERS. This form shall not be used by electronic filers
unable to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to difficulties
in electronic filing should comply with either Rule 201 or Rule 202 of
Regulation S-T or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T.
(Form 12b-25-07/98)
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