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As filed with the Securities and Exchange Commission on February 11, 2000
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------------
AMENDMENT NO. 1 TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
THE KROLL-O'GARA COMPANY
(Name of the Issuer)
THE KROLL-O'GARA COMPANY
KROLL-O'GARA HOLDINGS, INC.
KER ACQUISITION, INC.
JULES B. KROLL
MICHAEL G. CHERKASKY
MICHAEL J. LENNON
BCP/KROG MERGER CORP.
BCP/KROG ACQUISITION COMPANY L.L.C.
BLACKSTONE CAPITAL PARTNERS III MERCHANT BANKING FUND L.P.
BLACKSTONE OFFSHORE CAPITAL PARTNERS III L.P.
BLACKSTONE FAMILY INVESTMENT PARTNERSHIP III L.P.
BLACKSTONE MANAGEMENT ASSOCIATES III L.L.C.
(Name of Person(s) Filing Statement)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
50105018
(CUSIP Number of Class of Securities)
---------------------------
Jules B. Kroll
Chief Executive Officer and Chairman of the Board
The Kroll-O'Gara Company
KER Acquisition, Inc.
900 Third Avenue
New York, New York 10022
(212) 593-1000
Michael G. Cherkasky
President and Chief Operating Officer
Kroll Associates, Inc.
President
Kroll-O'Gara Holdings, Inc.
900 Third Avenue
New York, New York 10022
(212) 593-1000
Robert L. Friedman
BCP/KROG Merger Corp.
BCP/KROG Acquisition Company L.L.C.
Blackstone Capital Partners III Merchant Banking Fund L.P.
Blackstone Offshore Capital Partners III L.P.
Blackstone Family Investment Partnership III L.P.
Blackstone Management Associates III L.L.C.
c/o Blackstone Management Partners III L.L.C.
345 Park Avenue -- 31st Floor
New York, New York 10154
(212) 583-5000
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications on Behalf of Person(s) Filing Statement)
---------------------------
Copies to:
Peter S. Kolevzon, Esq. Ron Hopkinson, Esq.
Kramer Levin Naftalis & Frankel LLP Latham & Watkins
919 Third Avenue 885 Third Avenue - Suite 1000
New York, New York 10022-3852 New York, New York 10022
(212) 715-9100 (212) 751-4864
J. Michael Schell, Esq. Wilson S. Neely, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP Simpson Thacher & Bartlett
919 Third Avenue 425 Lexington Avenue
New York, New York 10022 New York, New York 10017
(212) 735-2000 (212) 455-2000
---------------------------
This statement is filed in connection with (check the appropriate box):
a. /X/ The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule
13e-3(c) under the Securities Exchange Act of 1934.
b. // The filing of a registration statement under the Securities
Act of 1933.
c. // A tender offer.
d. // None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: /X/
THIS TRANSACTION HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE FAIRNESS OR MERITS OF
SUCH TRANSACTION NOR UPON THE ACCURACY OR ADEQUACY OF THE INFORMATION CONTAINED
IN THIS DOCUMENT. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.
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EXPLANATORY NOTE
This Amendment No. 1 (the "Amendment No. 1") to the Rule 13e-3
Transaction Statement (the "Transaction Statement") is being filed by The
Kroll-O'Gara Company, an Ohio corporation ("Kroll-O'Gara"), Kroll-O'Gara
Holdings, Inc., a Delaware corporation ("Kroll-O'Gara Holdings"), KER
Acquisition, Inc., an Ohio corporation ("KER Acquisition") and an indirect
wholly owned subsidiary of Kroll-O'Gara Holdings, Jules B. Kroll, the Chief
Executive Officer and Chairman of the Board of Directors of Kroll-O'Gara,
Michael G. Cherkasky, the President and Chief Operating Officer of Kroll
Associates, Inc., an indirect wholly owned subsidiary of Kroll-O'Gara, Michael
J. Lennon, the president of the Security Products and Services Group of
Kroll-O'Gara, BCP/KROG Merger Corp., a Delaware corporation and a wholly owned
subsidiary of BCP/KROG Acquisition Company L.L.C. ("BCP/KROG"), BCP/KROG
Acquisition Company L.L.C., a Delaware limited liability company that is 79.76%
owned by Blackstone Capital Partners III Merchant Banking Fund L.P., 14.22%
owned by Blackstone Offshore Capital Partners III L.P. and 6% owned by
Blackstone Family Investment Partnership III L.P. ("BCP/KROG Acquisition
Company"), Blackstone Capital Partners III Merchant Banking Fund L.P., a
Delaware limited partnership ("Blackstone Capital Partners III"), Blackstone
Offshore Capital Partners III L.P., a Cayman Islands exempted limited
partnership ("Blackstone Offshore Capital Partners III"), Blackstone Family
Investment Partnership III L.P., a Delaware limited partnership ("Blackstone
Family Investment Partnership III," and, collectively with Blackstone Capital
Partners III and Blackstone Offshore Capital Partners III, the "Blackstone
Funds") and Blackstone Management Associates III L.L.C., a Delaware limited
liability company and the general partner of each of the Blackstone Funds
("Blackstone Management Associates III"). The Transaction Statement relates to
an Agreement and Plan of Mergers, dated as of November 15, 1999 (the "Merger
Agreement"), among Kroll-O'Gara, Kroll Electronic Recovery, Inc. (the prior name
of Kroll-O'Gara Holdings), KER Acquisition and BCP/KROG. The Merger Agreement
contemplates, subject to the satisfaction or waiver of the conditions stated
therein, the consummation of the following two mergers:
(i) KER Acquisition will merge with and into Kroll-O'Gara (the
"Reorganization Merger"), with Kroll-O'Gara surviving the Reorganization
Merger, such that Kroll-O'Gara will become an indirect wholly owned
subsidiary of Kroll-O'Gara Holdings; and
(ii) following the consummation of the Reorganization Merger,
BCP/KROG will merge with and into Kroll-O'Gara Holdings (the
"Recapitalization Merger" and, together with the Reorganization Merger,
the "Mergers") with Kroll-O'Gara Holdings surviving the Recapitalization
Merger, such that, subject to the terms and effects of the Merger
Agreement, (a) BCP/KROG Acquisition Company will own up to approximately
92.3% of the outstanding shares of common stock, par value $0.01 per
share, of Kroll-O'Gara Holdings and (b) Jules B. Kroll, Michael G.
Cherkasky, and other members of the management of Kroll-O'Gara and its
subsidiaries will own not less than approximately 7.7% of the outstanding
shares of common stock, par value $0.01 per share, of Kroll-O'Gara
Holdings.
Prior to the Reorganization Merger, Jules B. Kroll, Michael Cherkasky, other
members of the management of Kroll-O'Gara and its subsidiaries and American
International Group, Inc. will
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sell some of their shares of the common stock, par value $0.01 per share, of
Kroll-O'Gara (the "Kroll-O'Gara Common Stock") to BCP/KROG Acquisition Company
pursuant to a Voting, Sale and Retention Agreement dated as of November 15, 1999
(the "Voting, Sale and Retention Agreement") among BCP/KROG Acquisition Company,
Kroll-O'Gara Holdings, the Retaining Shareholders listed therein and the O'Gara
Shareholders listed therein. The Merger Agreement, the Mergers and, as
applicable, the Voting, Sale and Retention Agreement have been approved by all
the parties to the Merger Agreement. The Merger Agreement and the Voting, Sale
and Retention Agreement, which have been filed as Appendix A and Appendix D,
respectively, to the preliminary proxy statement on Schedule 14-A of The
Kroll-O'Gara Company (the "Proxy Statement"), which is being filed with the
Securities and Exchange Commission (the "Commission") in preliminary form on the
date hereof, are incorporated herein by reference as Exhibit 17(c)(1) hereto and
Exhibit 17(c)(2) hereto, respectively.
This Amendment No. 1 is being filed with the Commission pursuant to
Rule 13(e)-3 ("Rule 13(e)-3")of the Securities Exchange Act of 1934, as amended,
and Schedule 13E-3 relating thereto ("Schedule 13E-3"). The cross-reference
sheet below is included herein pursuant to General Instruction F to Schedule
13E-3 and shows the location in the Proxy Statement of the information required
to be included herein. The information in the Proxy Statement, including all
appendices thereto, is hereby expressly incorporated herein by reference and the
responses to each item in this Amendment No. 1 are qualified in their entirety
by the information contained in the Proxy Statement.
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CROSS-REFERENCE SHEET
Item in
Schedule 13E-3 Location in Proxy Statement
- -------------- ---------------------------
Item 1(a) "Notice of Special Meeting of Shareholders," "Summary -- The
Companies -- The Kroll-O'Gara Company" and "Information About
Kroll-O'Gara, Kroll-O'Gara Holdings, KER Acquisition, Jules B.
Kroll, Michael G. Cherkasky and Michael J. Lennon --
Kroll-O'Gara."
Item 1(b) "Summary -- The Special Meeting" and "Special Meeting --
Record Date; Quorum; Voting Rights; Proxies -- Record Date."
Item 1(c) "Summary -- Market Price and Dividend Information."
Item 1(d) "Summary -- Market Price and Dividend Information" and "The
Mergers -- Merger Financing."
Item 1(e) "Transactions in Kroll-O'Gara Common Stock."
Item 1(f) "Transactions in Kroll-O'Gara Common Stock."
Item 2(a)-(d) "Summary -- The Companies," "Information About Kroll-O'Gara,
Kroll-O'Gara Holdings, KER Acquisition, Jules B. Kroll,
Michael G. Cherkasky and Michael J. Lennon," "Information
About Blackstone, BCP/KROG Acquisition Company and BCP/KROG"
and "The Mergers -- Board of Directors and Executive Officers
of Kroll-O'Gara holdings Following the Mergers."
Item 2(e)-(g) *
Item 3(a)(1) "The Voting, Sale and Retention Agreement."
Item 3(a)(2) "Special Factors -- Background of the Mergers."
Item 3(b) "Special Factors-- Background of the Mergers."
Item 4(a) "Summary -- The Mergers," "--What You Will Receive in the
Mergers," "-- Conditions to Completion of the Mergers," "--
Termination of the Merger Agreement" and "-- Termination Fees
and Expenses," "Special Factors -- Purpose and Structure of
the Mergers" and "-- Accounting Treatment," "The Mergers,"
"The Merger Agreement" and "The Voting, Sale and Retention
Agreement."
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Item in
Schedule 13E-3 Location in Proxy Statement
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Item 4(b) "Summary -- The Mergers," "--What You Will Receive in the
Mergers" and "--Interests of Certain Persons; Conflicts of
Interest," "Special Factors -- Background of the Mergers,"
"--Purpose and Structure of the Mergers," "--Interests of
Certain Persons; Conflicts of Interests," "--Effects of the
Mergers," "--Operations of Kroll-O'Gara Holdings After the
Mergers" and "--Delisting and Deregistration," "The Mergers --
Merger Consideration" and "--Treatment of Options," "The
Voting, Sale And Retention Agreement," "The Stockholders'
Agreement" and "Description of Kroll-O'Gara Capital Stock."
Item 5(a) *
Item 5(b) Amendment No. 2 to the Annual Report on Form 10-K/A of
Kroll-O'Gara (the "10-K/A") for the year ended December 31,
1999 under the caption "-- Business -- Discontinued
Operations" and "Where You Can Find More Information --
Kroll-O'Gara Documents Incorporated by Reference."
Item 5(c) "Summary -- Interests of Certain Persons; Conflicts of
Interests," "Special Factors -- Interests of Certain Persons;
Conflicts of Interests," "-- Severance Agreements," "--
Employment Agreements" and "The Mergers -- Board of Directors
and Executive Officers of Kroll-O'Gara Holdings Following the
Mergers."
Item 5(d) "Summary-- Sources and Uses of Funds," "--Selected Historical
and Unaudited Pro Forma Condensed Consolidated Financial
Information" and "--Market Price and Dividend Information,"
"Special Factors -- Effects of the Mergers" and "--Operations
of Kroll-O'Gara Holdings After the Mergers," "The Mergers --
Merger Financing," "--Unaudited Pro Forma Condensed
Consolidated Financial Information," "Comparison of the Rights
of Holders of Kroll-O'Gara Common Stock and Kroll-O'Gara
Holdings Common Stock" and "Description of Kroll- O'Gara
Holdings Capital Stock."
Item 5(e) "Special Factors -- Effects of the Mergers."
Item 5(f)-(g) "Special Factors -- Delisting and Deregistration."
Item 6(a) "Summary -- Sources and Use of Funds" and "--Selected
Historical and Unaudited Pro Forma Condensed Consolidated
Financial Information," "The Mergers -- Merger Financing" and
"Unaudited Pro Forma Condensed Consolidated Financial
Information."
Item 6(b) "The Mergers -- Merger Financing -- Overview."
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Item in
Schedule 13E-3 Location in Proxy Statement
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Item 6(c) "The Mergers -- Merger Financing -- Senior Subordinated
Notes," "-- New Senior Credit Facility" and "-- Arrangements
to Repay Debt."
Item 6(d) *
Item 7(a) "Summary -- Reasons for the Mergers; Recommendations to
Shareholders," "Special Factors -- Background of the Mergers,"
"-- Purpose and Structure of the Mergers" and "-- Reasons for
the Mergers; Recommendation to Shareholders."
Item 7(b) "Special Factors -- Background of the Mergers."
Item 7(c) "Summary -- Reasons for the Mergers; Recommendations to
Shareholders," "Special Factors -- Background of the Mergers,"
"-- Purpose and Structure of the Mergers" and "-- Reasons for
the Mergers; Recommendations to Shareholders."
Item 7(d) "Summary -- The Mergers," "--What You Will Receive in the
Mergers," "--Material Federal Income Tax Consequences" and "--
Interests of Certain Persons; Conflicts of Interests,"
"Special Factors -- Purpose and Structure of the Mergers,"
"--Reasons for the Mergers; Recommendations to Shareholders,"
"--Interests of Certain Persons; Conflicts of Interests,"
Certain Effects of the Mergers" "--Operations of Kroll-O'Gara
Holdings After the Mergers," "--Delisting and Deregistration"
and "--Material Federal Income Tax Consequences."
Item 8(a) "Summary -- Procedural and Substantive Fairness" and
"--Opinion of Financial Advisor" and "Special Factors --
Background of the Mergers," "-- Purpose and Structure of the
Merger" and "-- Reasons for the Mergers; Recommendations to
Shareholders."
Item 8(b) "Summary -- Reasons for the Mergers; Recommendations to
Shareholders" and "-- Opinion of Financial Advisor," "Special
Factors -- Reasons for the Mergers; Recommendations to
Shareholders" and "-- Opinion of Financial Advisor."
Item 8(c) "Questions and Answers About the Mergers -- What Vote is
Required to Approve the Merger Agreement," "Summary --
Shareholder Vote Required" and "The Special Meeting -- Record
Date; Quorum; Voting Rights; Proxies -- Proxies."
Item 8(d) "Summary -- Opinion of Financial Advisor" and "Special Factors
-- Background of the Mergers," "-- Reasons for the Mergers;
Recommendation to Shareholders" and "-- Opinion of Financial
Advisor."
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Item in
Schedule 13E-3 Location in Proxy Statement
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Item 8(e) "Special Factors -- Background of the Mergers" and "-- Reasons
for the Mergers; Recommendation to Shareholders."
Item 8(f) *
Item 9(a)-(c) "Summary -- Opinion of Financial Advisor," "Special Factors --
Background of the Mergers" and "-- Opinion of Financial
Advisor."
Item 10(a) "Security Ownership of Five Percent Beneficial Owners and
Management."
Item 10(b) *
Item 11 "The Voting, Sale and Retention Agreement."
Item 12(a) "Summary -- The Mergers," "--Interests of Certain Persons;
Conflicts of Interests" and "--Percentage of Shares Held by
Directors and Executive Officers," "Special Meeting -- Other
Information," "Special Factors -- Purpose and Structure of the
Mergers" and "-- Interests of Certain Persons; Conflicts of
Interest," "The Mergers -- Merger Consideration" and "Voting,
Sale and Retention Agreement."
Item 12(b) "Special Factors -- Background of the Mergers," "--Reasons for
the Mergers; Recommendations to Shareholders" and "The Voting,
Sale and Retention Agreement."
Item 13(a) "Summary -- Dissenter's and Appraisal Rights" and "The Mergers
-- Dissenter's and Appraisal Rights."
Item 13(b)-(c) *
Item 14 (a) The 10-K/A and Form 10-K (with respect to the financial data
contained therein), which is incorporated by reference in the
Proxy, the Quarterly Report on Form 10-Q of Kroll-O'Gara for
the period ended September 30, 1999 (with respect to the
financial data contained therein), which is incorporated by
reference in the Proxy Statement, and "Summary-- Selected
Historical and Unaudited Pro Forma Condensed Consolidated
Financial Information."
Item 14(b) "Summary -- Selected Historical and Unaudited Pro Forma
Condensed Consolidated Financial Information."
Item 15(a) *
Item 15(b) "Special Meeting -- Solicitation of Proxies" and "-- Record
Date; Quorum; Voting Rights; Proxies."
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Item in
Schedule 13E-3 Location in Proxy Statement
- -------------- ---------------------------
Item 16 *
Item 17(a) Commitment Letter dated November 12, 1999, from The Chase
Manhattan Bank and Chase Securities Inc. to BCP/KROG
Acquisition Company L.L.C. (filed previously).
Item 17(b)(1) Opinion dated November 14, 1999 of Bear, Stearns & Co. Inc.
(hereby incorporated herein by reference to Appendix B to the
Proxy Statement).
Item 17(b)(2) Written Board Presentation Materials prepared by Bear, Stearns
& Co. Inc. (filed previously).
Item 17(c)(1) Agreement and Plan of Mergers, dated as of November 15, 1999,
among The Kroll-O'Gara Company, Kroll Electronic Recovery,
Inc., KER Acquisition, Inc. and BCP/KROG Merger Corp.(hereby
incorporated herein by reference to Appendix D to the Proxy
Statement).
Item 17(c)(2) Voting, Sale and Retention Agreement, dated as of November 15,
1999, among BCP/KROG Acquisition Company L.L.C., Kroll
Electronic Recovery, Inc., the Retaining Shareholders listed
therein and the O'Gara Shareholders listed therein (hereby
incorporated herein by reference to Appendix D to the Proxy
Statement).
Item 17(c)(3) Form of Stockholders' Agreement to be entered into among
Kroll- O'Gara Holdings, Inc., BCP/KROG Acquisition Company
L.L.C., and the Management Stockholders listed therein (hereby
incorporated herein by reference to Appendix G to the Proxy
Statement).
Item 17(d) Proxy Statement of the Kroll-O'Gara Company filed with the
Securities and Exchange Commission on December 23, 1999.
Item 17(e)(1) Summary of Dissenter's Rights Under Ohio General Corporate Law
(hereby incorporated herein by reference to Appendix C-1 to
the Proxy Statement).
Item 17(e)(2) Summary of Appraisal Rights Under Delaware General Corporate
Law (hereby incorporated herein by reference to Appendix C-2
to the Proxy Statement).
Item 17(f) *
- ----------
* The Item indicated by the asterisk is inapplicable or the answer thereto
is in the negative.
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SECTION 13E-3 TRANSACTION STATEMENT
Item 1. Issuer and Class of Security Subject to the Transaction
(a) The information set forth on the cover page of the Proxy Statement,
in the "Notice of Special Meeting of Shareholders" and under the
captions "Summary -- The Companies -- The Kroll O'Gara Company" and
"Information About Kroll-O'Gara, Kroll-O'Gara Holdings, KER
Acquisition, Jules B. Kroll, Michael G. Cherkasky and Michael J.
Lennon -- Kroll-O'Gara" is hereby incorporated herein by reference.
(b) The information set forth on the cover page to the Proxy Statement
and under the captions "Summary -- The Special Meeting" and "Special
Meeting -- Record Date; Quorum; Voting Rights; Proxies -- Record
Date" is hereby incorporated herein by reference.
(c) The information set forth in the Proxy Statement under the caption
"Summary -- Market Price and Dividend Information" is hereby
incorporated herein by reference.
(d) The information set forth in the Proxy Statement under the captions
"Summary -- Market Price and Dividend Information" and "The Mergers
-- Merger Financing" is hereby incorporated herein by reference.
(e) The information set forth in the Proxy Statement under the caption
"Transactions in Kroll-O'Gara Common Stock" is hereby incorporated
herein by reference.
(f) The information set forth in the Proxy Statement under the caption
"Transactions in Kroll-O'Gara Common Stock" is hereby incorporated
herein by reference.
Item 2. Identity and Background
This Amendment No. 1 is filed jointly by Kroll-O'Gara (the issuer of
the securities which is the subject of the Rule 13e-3 transaction),
Kroll- O'Gara Holdings, KER Acquisition, Jules B. Kroll, Michael G.
Cherkasky, Michael J. Lennon, BCP/KROG, BCP/KROG Acquisition
Company, the Blackstone Funds and Blackstone Management Associates
III (collectively, the "Filers").
The Filers hereby provide the information required by Rule 13e-3 and
Schedule 13E-3 with respect to themselves and those other persons
enumerated in Instruction C to Schedule 13E-3:
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Kroll-O'Gara
State of organization: Ohio.
Principal business: The information set forth in the Proxy Statement
under the captions "Summary -- The Companies" and "Information About
Kroll-O'Gara, Kroll-O'Gara Holdings, KER Acquisition, Jules B.
Kroll, Michael G. Cherkasky and Michael J. Lennon -- Kroll-O'Gara"
is hereby incorporated herein by reference.
Address of principal executive offices: The information set forth in
the Proxy Statement under the captions "Summary -- The Companies"
and "Information About Kroll-O'Gara, Kroll-O'Gara Holdings, KER
Acquisition, Jules B. Kroll, Michael G. Cherkasky and Michael J.
Lennon -- Kroll-O'Gara" is hereby incorporated herein by reference.
Executive officers and directors: Jules B. Kroll, Chairman of the
Board, Chief Executive Officer and Director, Thomas M. O'Gara, Vice
Chairman of the Board and Director, Wilfred T. O'Gara, President,
Chief Operating Officer and Director, Nicholas P. Carpinello,
Controller and Treasurer, Michael G. Cherkasky, Chief Operating
Officer -- Investigations and Intelligence Group and Director,
Marshall S. Cogan, Director, Abram S. Gordon, Vice President,
General Counsel and Secretary, Michael J. Lennon, Chief Operating
Officer -- Security Products and Services and Director, Raymond E.
Mabus, Director, Nazzareno E. Paciotti, Chief Financial Officer,
Hugh E. Price, Director, Jerry E. Ritter, Director, William S.
Sessions, Director, and Howard I. Smith, Director.
Item 2(e) and (f) information: None of the executive officers or
directors has during the last five years (i) been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding
any violation of such laws.
Kroll-O'Gara Holdings
State of organization: Delaware.
Principal business: The information set forth in the Proxy Statement
under the caption "Information About Kroll-O'Gara, Kroll-O'Gara
Holdings, KER Acquisition, Jules B. Kroll, Michael G. Cherkasky and
Michael J. Lennon -- Kroll-O'Gara Holdings" is hereby incorporated
herein by reference.
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Address of principal executive offices: The information set forth in
the Proxy Statement under the captions "Summary -- The Companies"
and "Information About Kroll-O'Gara, Kroll-O'Gara Holdings, KER
Acquisition, Jules B. Kroll, Michael G. Cherkasky and Michael J.
Lennon -- Kroll-O'Gara Holdings" is hereby incorporated herein by
reference.
Executive officers and directors: Michael G. Cherkasky, President
and sole Director, and Nazzareno E. Paciotti, Vice President,
Treasurer and Chief Financial Officer.
Executive officers and directors of corporation ultimately in
control of Kroll-O'Gara Holdings: Executive officers and directors
of Kroll-O'Gara listed above.
Item 2(e) and (f) information: None of the executive officers,
directors or controlling persons has during the last five years (i)
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting activities subject to, federal or state securities laws
or finding any violation of such laws.
KER Acquisition
State of organization: Ohio.
Principal business: The information set forth in the Proxy Statement
under the caption "Information About Kroll-O'Gara, Kroll-O'Gara
Holdings, KER Acquisition, Jules B. Kroll, Michael G. Cherkasky and
Michael J. Lennon -- KER Acquisition" is hereby incorporated herein
by reference.
Address of principal executive offices: The information set forth in
the Proxy Statement under the captions "Summary -- The Companies"
and "Information About Kroll-O'Gara, Kroll-O'Gara Holdings, KER
Acquisition, Jules B. Kroll, Michael G. Cherkasky and Michael J.
Lennon -- KER Acquisition" is hereby incorporated herein by
reference.
Executive officers and directors: Jules B. Kroll, President and
director, Steven Sharpe, Vice President, Secretary and Treasurer,
Michael G. Cherkasky, director and Michael J. Lennon, director.
Executive officers and directors of corporation ultimately in
control of KER Acquisition: Executive officers and directors of
Kroll-O'Gara listed above.
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Item 2(e) and (f) information: None of the executive officers,
directors or controlling persons has during the last five years (i)
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) been a party to a civil
proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting activities subject to, federal or state securities laws
or finding any violation of such laws.
Jules B. Kroll
Business address: The information set forth in the Proxy Statement
under the caption "Information About Kroll-O'Gara, Kroll-O'Gara
Holdings, KER Acquisition, Jules B. Kroll, Michael G. Cherkasky and
Michael J. Lennon -- Jules B. Kroll" is hereby incorporated herein
by reference.
Present principal occupation: The information set forth in the Proxy
Statement under the caption "Information About Kroll-O'Gara,
Kroll-O'Gara Holdings, KER Acquisition, Jules B. Kroll, Michael G.
Cherkasky and Michael J. Lennon -- Jules B. Kroll" is hereby
incorporated herein by reference.
Name of employer, principal business and address: The information
set forth in the Proxy Statement under the caption "Information
About Kroll-O'Gara, Kroll-O'Gara Holdings, KER Acquisition, Jules B.
Kroll, Michael G. Cherkasky and Michael J. Lennon -- Jules B. Kroll"
is hereby incorporated herein by reference.
Five years employment history: The information set forth in the
Proxy Statement under the caption "The Mergers -- Board of Directors
and Executive Officers of Kroll-O'Gara Holdings Following the
Mergers" is hereby incorporated herein by reference.
Item 2(e) and (f) information: Mr. Kroll has not during the last
five years (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting activities subject to, federal or state securities laws
or finding any violation of such laws.
Citizenship: United States.
Michael G. Cherkasky
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Business address: The information set forth in the Proxy Statement
under the caption "Information About Kroll-O'Gara, Kroll-O'Gara
Holdings, KER Acquisition, Jules B. Kroll, Michael G. Cherkasky and
Michael J. Lennon -- Michael G. Cherkasky" is hereby incorporated
herein by reference.
Present principal occupation: The information set forth in the Proxy
Statement under the caption "Information About Kroll-O'Gara,
Kroll-O'Gara Holdings, KER Acquisition, Jules B. Kroll, Michael G.
Cherkasky and Michael J. Lennon -- Michael G. Cherkasky" is hereby
incorporated herein by reference.
Name of employer, principal business and address: The information
set forth in the Proxy Statement under the caption "Information
About Kroll-O'Gara, Kroll-O'Gara Holdings, KER Acquisition, Jules B.
Kroll, Michael G. Cherkasky and Michael J. Lennon -- Michael G.
Cherkasky" is hereby incorporated herein by reference.
Five years employment history: The information set forth in the
Proxy Statement under the caption "The Mergers -- Board of Directors
and Executive Officers of Kroll-O'Gara Holdings Following the
Mergers" is hereby incorporated herein by reference.
Item 2(e) and (f) information: Mr. Cherkasky has not during the last
five years (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting activities subject to, federal or state securities laws
or finding any violation of such laws.
Citizenship: United States.
Michael J. Lennon
Business address: The information set forth in the Proxy Statement
under the caption "Information About Kroll-O'Gara, Kroll-O'Gara
Holdings, KER Acquisition, Jules B. Kroll, Michael G. Cherkasky and
Michael J. Lennon -- Michael J. Lennon" is hereby incorporated
herein by reference.
Present principal occupation: The information set forth in the Proxy
Statement under the caption "Information About Kroll-O'Gara,
Kroll-O'Gara Holdings, KER Acquisition, Jules B. Kroll, Michael G.
Cherkasky and Michael J. Lennon -- Michael J. Lennon" is hereby
incorporated herein by reference.
10
<PAGE>
Name of employer, principal business and address: The information
set forth in the Proxy Statement under the caption "Information
About Kroll-O'Gara, Kroll-O'Gara Holdings, KER Acquisition, Jules B.
Kroll, Michael G. Cherkasky and Michael J. Lennon -- Michael J.
Lennon" is hereby incorporated herein by reference.
Five years employment history: The information set forth in the
Proxy Statement under the caption "The Mergers -- Board of Directors
and Executive Officers of Kroll-O'Gara Holdings Following the
Mergers" is hereby incorporated herein by reference.
Item 2(e) and (f) information: Mr. Lennon has not during the last
five years (i) been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or (ii) been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to
a judgment, decree or final order enjoining future violations of, or
prohibiting activities subject to, federal or state securities laws
or finding any violation of such laws.
Citizenship: United States.
Blackstone Management Associates III L.L.C.
State of organization: Delaware.
Principal business: The information set forth in the Proxy Statement
under the captions "Summary -- The Companies" and "Information About
Blackstone, BCP/KROG Acquisition Company and BCP/KROG -- Blackstone
Management Associates III" is hereby incorporated herein by
reference.
Address of principal executive offices: The information set forth in
the Proxy Statement under the captions "Summary -- The Companies"
and "Information About Blackstone, BCP/KROG Acquisition Company and
BCP/KROG -- Blackstone Management Associates III" is hereby
incorporated herein by reference.
Members: The information set forth in the Proxy Statement under the
caption "Information About Blackstone, BCP/KROG Acquisition Company
and BCP/KROG -- Blackstone Management Associates III" is hereby
incorporated herein by reference.
Item 2(e) and (f) information: None of the executive officers,
members or controlling persons has during the last five years (i)
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors)
11
<PAGE>
or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting activities
subject to, federal or state securities laws or finding any
violation of such laws.
Blackstone Capital Partners III, Blackstone Offshore Capital
Partners III L.P. and Blackstone Facility Investment Partnership III
L.P.
State of organization: Delaware.
Principal business: The information set forth in the Proxy Statement
under the captions "Information About Blackstone, BCP/KROG
Acquisition Company and BCP/KROG -- Blackstone Capital Partners
III," " -- Blackstone Offshore Capital Partners III L.P." and " --
Blackstone Facility Investment Partnership III L.P." is hereby
incorporated herein by reference.
Address of principal executive offices: The information set forth in
the Proxy Statement under the captions "Information About
Blackstone, BCP/KROG Acquisition Company and BCP/KROG -- Blackstone
Capital Partners III," " -- Blackstone Offshore Capital Partners III
L.P." and " -- Blackstone Facility Investment Partnership III L.P."
is hereby incorporated herein by reference.
Members of Limited Liability Company ultimately in control of each
of the Blackstone Funds (listed above): The member of Blackstone
Management Associates III listed above.
Item 2(e) and (f) information: None of the members or controlling
persons has during the last five years (i) been convicted in a
criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding
any violation of such laws.
BCP/KROG Acquisition Company
State of organization: Delaware.
Principal business: The information set forth in the Proxy Statement
under the caption "Information About Blackstone, BCP/KROG
Acquisition Company and BCP/KROG -- BCP/KROG Acquisition Company" is
hereby incorporated herein by reference.
12
<PAGE>
Address of principal executive offices: The information set forth in
the Proxy Statement under the caption "Information About Blackstone,
BCP/KROG Acquisition Company and BCP/KROG -- BCP/KROG Acquisition
Company" is hereby incorporated herein by reference.
Members: The members of Blackstone Management Associates III listed
above, as the general partner of each of the Blackstone Funds, as
sole member of BCP/KROG Acquisition Company.
Executive officers and directors of limited liability company
ultimately in control of BCP/KROG Acquisition Company: The members
of Blackstone Management Associates III listed above.
Item 2(e) and (f) information: None of the members, directors or
controlling persons has during the last five years (i) been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or (ii) been a party to a civil proceeding of
a judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding
any violation of such laws.
BCP/KROG
State of organization: Delaware.
Principal business: The information set forth in the Proxy Statement
under the caption "Information About Blackstone, BCP/KROG
Acquisition Company and BCP/KROG -- BCP/KROG" is hereby incorporated
herein by reference.
Address of principal executive offices: The information set forth in
the Proxy Statement under the caption "Information About Blackstone,
BCP/KROG Acquisition Company and BCP/KROG -- BCP/KROG" is hereby
incorporated herein by reference.
Executive officers and directors: Robert L. Friedman, as President,
David Blitzer, as Vice President, Treasurer and Secretary, and Ben
Jenkins, as Vice President, Assistant Treasurer and Assistant
Secretary.
Executive officers and directors of limited liability company
ultimately in control of BCP/KROG: The members of Blackstone
Management Associates III listed above.
Item 2(e) and (f) information: None of the executive officers,
directors or controlling persons has during the last five years (i)
been convicted in a
13
<PAGE>
criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction and as a
result of such proceeding was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting
activities subject to, federal or state securities laws or finding
any violation of such laws.
Item 3. Past Contacts, Transactions or Negotiations
(a)(1) Not applicable. The Filers note, however, the information set forth
in the Proxy Statement under the caption "The Voting, Sale and
Retention Agreement."
(a)(2) The information set forth in the Proxy Statement under the caption
"Special Factors -- Background of the Mergers" is hereby
incorporated herein by reference.
(b) The information set forth in the Proxy Statement under the caption
"Special Factors -- Background of the Mergers" is hereby
incorporated herein by reference.
Item 4. Terms of the Transaction
(a) The information set forth in the Proxy Statement under the captions
"Summary -- The Mergers," "--What You Will Receive in the Mergers,"
"--Conditions to Completion of the Mergers," "--Termination of the
Merger Agreement" and "--Termination Fees and Expenses," "Special
Factors -- Purpose and Structure of the Mergers" and "-- Accounting
Treatment," "The Mergers," "The Merger Agreement" and "The Voting
Sale and Retention Agreement" is hereby incorporated herein by
reference.
(b) The information set forth in the Proxy Statement under the captions
"Summary -- The Mergers," "--What You Will Receive in the Mergers"
and "--Interests of Certain Persons; Conflicts of Interest,"
"Special Factors -- Background of the Mergers," "--Purpose and
Structure of the Mergers," "--Interests of Certain Persons;
Conflicts of Interests," "-- Effects of the Mergers;" "-- Operations
of Kroll-O'Gara Holdings after the Mergers" and "--Delisting and
Deregistration," "The Mergers-- Merger Consideration" and
"--Treatment of Options," "The Voting, Sale And Retention
Agreement," "The Stockholders' Agreement," "The Conversion
Agreement" and "Description of Kroll-O'Gara Holdings Capital Stock"
is hereby incorporated herein by reference.
Item 5. Plans or Proposals of the Issuer or Affiliate
14
<PAGE>
(a) None of Kroll-O'Gara, Kroll-O'Gara Holdings and their affiliates
have any plans or proposals regarding any extraordinary corporate
transactions, such as a merger, reorganization or liquidation
involving these companies or their subsidiaries following the
closing of the mergers. We note, however, that the Board of
Directors of Kroll-O'Gara approved, on April 28, 1999, a formal plan
to discontinue operation of its Voice and Data Communications Group.
See the Proxy Statement, under the caption "Information About
Kroll-O'Gara, Kroll-O'Gara Holdings, KER Acquisition, Jules B.
Kroll, Michael G. Cherkasky and Michael Lennon," and the answer to
Item 5(b) below.
(b) The information set forth in the 10-K/A under the caption "--
Business -- Discontinued Operations" (regarding the possible sale of
the Voice and Data Communications Group), which 10-K/A is
incorporated by reference in the Proxy Statement, is hereby
incorporated herein by reference.
(c) The information set forth in the Proxy Statement under the captions
"Summary -- Interests of Certain Persons; Conflicts of Interest,"
"Special Factors -- Interests of Certain Persons; Conflicts of
Interest," "--Severance Agreements," "--Employment Agreements" and
"The Mergers -- Board of Directors and Executive Officers of
Kroll-O'Gara Holdings Following the Mergers" is hereby incorporated
herein by reference.
(d) The information set forth in the Proxy Statement under the captions
"Summary -- Sources and Uses of Funds," "--Selected Historical and
Unaudited Pro Forma Condensed Consolidated Financial Information"
and "--Market Price and Dividend Information," "Special Factors --
Effects of the Mergers" and "-- Operations of Kroll-O'Gara Holdings
After the Mergers," "The Mergers -- Merger Financing," "Unaudited
Pro Forma Condensed Consolidated Financial Information," "Comparison
of the Rights of Holders of Kroll-O'Gara Common Stock and
Kroll-O'Gara Holdings Common Stock" and "Description of Kroll-O'Gara
Holdings Capital Stock" is hereby incorporated herein by reference.
(e) The information set forth in the Proxy Statement under the caption
"Special Factors -- Effects of the Mergers" is hereby incorporated
herein by reference.
(f)-(g) The information set forth in the Proxy Statement under the caption
"Special Factors -- Delisting and Deregistration" is hereby
incorporated herein by reference.
15
<PAGE>
Item 6. Source and Amounts of Funds or Other Consideration
(a) The information set forth in the Proxy Statement under the captions
"Summary -- Sources and Uses of Funds" and " -- Selected Historical
and Unaudited Pro Forma Condensed Consolidated Financial
Information," "The Mergers -- Merger Financing," and "Unaudited Pro
Forma Condensed Consolidated Financial Information" is hereby
incorporated herein by reference.
(b) The information set forth in the Proxy Statement under the caption
"The Mergers -- Merger Financing -- Overview" is hereby incorporated
herein by reference.
(c) The information set forth in the Proxy Statement under the captions
"The Mergers -- Merger Financing -- Senior Subordinated Notes," "--
New Senior Credit Facility" and "-- Arrangements to Repay Debt" is
hereby incorporated herein by reference.
(d) Because the Proxy Statement discloses the names of these prospective
lenders under the anticipated new senior credit facility in the
Proxy Statement under the caption "The Mergers -- Merger Financing
-- New Senior Credit Facility -- Overview," the Filers have not
requested confidential treatment regarding the identity of the
prospective lenders.
Item 7. Purpose(s), Alternatives, Reasons and Effects
(a) The information set forth in the Proxy Statement under the captions
"Summary -- Reasons for the Mergers; Recommendations to
Shareholders," "Special Factors -- Background of the Mergers," "--
Purpose and Structure of the Mergers" and "-- Reasons for the
Mergers; Recommendations to Shareholders" is hereby incorporated
herein by reference.
(b) The information set forth in the Proxy Statement under the caption
"Special Factors -- Background of the Mergers" is hereby
incorporated herein by reference.
(c) The information set forth in the Proxy Statement under the captions
"Summary -- Reasons for the Mergers; Recommendations to
Shareholders," "Special Factors -- Background of the Mergers," "--
Purpose and Structure of the Mergers" and "-- Reasons for the
Mergers; Recommendations to Shareholders" is hereby incorporated
herein by reference.
16
<PAGE>
(d) The information set forth in the Proxy Statement under the captions
"Summary -- The Mergers," "--What You Will Receive in the Mergers,"
"--Material Federal Income Tax Consequences" and "-- Interests of
Certain Persons; Conflicts of Interests" and "Special Factors --
Purpose and Structure of the Mergers," "-- Reasons for the Mergers;
Recommendations to Shareholders," "-- Interests of Certain Persons;
Conflicts of Interests," "-- Certain Effects of the Mergers," "--
Operations of Kroll-O'Gara Holdings After the Mergers," "--
Delisting and Deregistration" and "-- Material Federal Income Tax
Consequences" is hereby incorporated herein by reference.
Item 8. Fairness of the Transaction
(a) The information set forth in the Proxy Statement under the captions
"Summary -- Procedural and Substantive Fairness" and "-- Opinion of
Financial Advisor," "Special Factors -- Background of the Mergers,"
"-- Purpose and Structure of the Mergers" and "-- Reasons for the
Mergers; Recommendations to Shareholders" is hereby incorporated
herein by reference.
(b) The information set forth in the Proxy Statement under the captions
"Summary -- Reasons for the Mergers; Recommendations to
Shareholders" and "-- Opinion of Financial Advisor" and "Special
Factors -- Reasons for the Mergers; Recommendations to Shareholders"
and "-- Opinion of Financial Advisor" is hereby incorporated herein
by reference.
(c) The mergers are not structured so that approval of at least a
majority of unaffiliated security holders is required. In addition,
the information in the Proxy Statement under the captions "Questions
and Answers About the Mergers -- What Vote is Required to Approve
the Merger Agreement," "Summary -- Shareholder Vote Required" and
"The Special Meeting-- Record Date; Quorum; Voting Rights; Proxies
-- Proxies" is hereby incorporated herein by reference.
(d) A Special Committee of the Board of Directors, a majority of which
are directors who are not employees of Kroll-O'Gara, retained
Skadden, Arps, Slate, Meagher & Flom LLP, as its counsel to act
solely on behalf of the unaffiliated holders of the Kroll-O'Gara
common stock for the purposes of advising the special committee and
negotiating certain terms of the Merger Agreement, the Mergers and
certain related provisions of the Voting, Sale and Retention
Agreement. In connection therewith, the Special Committee retained
Bear, Stearns & Co. Inc. to act as its financial advisor. In
addition, the information in the Proxy Statement under the captions
"Summary -- Opinion of Financial Advisor" and "Special Factors--
Background of the Mergers," "--Reasons for the Mergers;
17
<PAGE>
Recommendations to Shareholders" and "--Opinion of Financial
Advisor" is hereby incorporated herein by reference.
(e) The Merger Agreement and the Mergers were unanimously approved by
the Special Committee and approved by the Board of Directors of
Kroll- O'Gara, including by a majority of the Board of Directors who
are not employees of Kroll-O'Gara. In addition, the information in
the Proxy Statement under the captions "Special Factors --
Background of the Mergers" and "--Reasons for the Mergers;
Recommendations to Shareholders" is hereby incorporated herein by
reference.
(f) Kroll-O'Gara and its affiliates are not aware of any firm offers
made by any unaffiliated person during the 18 months preceding the
date hereof, other than the firm offer made by Blackstone Capital
Partners III and its affiliates described in the Proxy Statement.
Item 9. Reports, Opinions, Appraisals and Certain Negotiations
(a)-(c) The information set forth in the Proxy Statement under the captions
"Summary -- Opinion of Financial Advisor," "Special Factors --
Background of the Mergers" and "-- Opinion of Financial Advisor" is
hereby incorporated herein by reference.
Item 10. Interest in Securities of the Issuer
(a) The information set forth in the Proxy Statement under the caption
"Security Ownership of Five Percent Beneficial Owners And
Management" is hereby incorporated herein by reference.
(b) There have been no transactions in the common stock of Kroll-O'Gara
during the past 60 days by Kroll-O'Gara, any pension, profit sharing
or similar plan of Kroll-O'Gara and its affiliates, the other
Filers, any subsidiary or affiliate of Kroll-O'Gara and each of
their directors and executive officers or members, as the case may
be.
Item 11. Contracts, Arrangements or Understandings with Respect to the
Issuer's Securities
The information set forth in the Proxy Statement under the caption
"The Voting, Sale And Retention Agreement" is hereby incorporated
herein by reference.
18
<PAGE>
Item 12. Present Intention and Recommendation of Certain Persons with Regard
to the Transaction
(a) The information set forth in the Proxy Statement under the captions
"Summary -- The Mergers," "--Interests of Certain Persons; Conflicts
of Interests" and "--Percentage of Shares Held by Directors and
Executive Officers," "Special Meeting -- Other Information,"
"Special Factors -- Purpose and Structure of the Mergers" and "--
Interests of Certain Persons; Conflicts of Interest," "The Mergers
-- Merger Consideration" and "The Voting, Sale and Retention
Agreement" is hereby incorporated herein by reference.
(b) The information set forth in the Proxy Statement under the captions
"Special Factors -- Background of the Mergers," "--Reasons for the
Mergers; Recommendations to Shareholders" and "The Voting, Sale and
Retention Agreement" is hereby incorporated herein by reference.
Item 13. Other Provisions of the Transaction
(a) The information set forth in the Proxy Statement under the captions
"Summary -- Dissenter's and Appraisal Rights" and "The Mergers --
Dissenter's and Appraisal Rights" is hereby incorporated herein by
reference.
(b) No provision has been made by Kroll-O'Gara or its affiliates in
connection with the mergers to allow unaffiliated shareholders to
obtain access to the corporate files of Kroll-O'Gara or its
affiliates or to obtain counsel or appraisal services at the expense
of Kroll-O'Gara or its affiliates. The Filers note, however, that
the Proxy Statement, under the caption "Where You Can Find More
Information -- Kroll O'Gara Documents Incorporated by Reference,"
contains an offer to shareholders of Kroll- O'Gara to receive,
without charge, from Kroll-O'Gara any documents filed by
Kroll-O'Gara with the Securities and Exchange Commission.
(c) The mergers do not involve an exchange of debt securities of
Kroll-O'Gara or its affiliates for equity securities held by the
shareholders of Kroll-O'Gara (whether they are affiliates or not).
Item 14. Financial Information
(a) The 10-K/A (with respect to the financial data contained therein),
which is incorporated by reference in the Proxy Statement, the
Quarterly Report on Form 10-Q of Kroll-O'Gara for the period ended
September 30, 1999 (with respect to the financial data contained
therein), which is incorporated by reference in the Proxy Statement,
and the information set forth in the Proxy Statement under the
caption "Summary -- Selected Historical and
19
<PAGE>
Unaudited Pro Forma Condensed Consolidated Financial Information"
are hereby incorporated herein by reference.
(b) The information set forth in the Proxy Statement under the captions
"Summary -- Selected Historical and Unaudited Pro Forma Condensed
Consolidated Financial Information" and "Unaudited Pro Forma
Condensed Consolidated Financial Information" is hereby incorporated
herein by reference.
Item 15. Persons and Assets Employed, Retained or Utilized
(a) No officer, employee, class of employees or assets of Kroll-O'Gara
has been or is proposed to be employed, availed of or utilized by
Kroll-O'Gara or its affiliates in connection with the mergers.
(b) The information set forth in the Proxy Statement under the caption
"Special Meeting -- Solicitation of Proxies" and "-- Record Date;
Quorum; Voting Rights; Proxies" is hereby incorporated herein by
reference.
Item 16. Additional Information
No other statements or additional information in this Amendment No.
1 is necessary to comply with the requirement of Rule 13e-3 under
the Exchange Act or to satisfy the requirements of Form 13E-3.
Item 17. Material to Be Filed as Exhibits
(a) Commitment Letter dated November 12, 1999, from The Chase Manhattan
Bank and Chase Securities Inc. to BCP/KROG Acquisition Company
L.L.C. (filed previously).
(b)(1) Opinion dated November 14, 1999 of Bear, Stearns & Co. Inc. (hereby
incorporated herein by reference to Appendix B to the Proxy
Statement).
(b)(2) Written Board Presentation Materials prepared by Bear, Stearns & Co.
Inc. (filed previously).
(c)(1) Agreement and Plan of Mergers, dated as of November 15, 1999, among
The Kroll-O'Gara Company, Kroll Electronic Recovery, Inc., KER
Acquisition, Inc. and BCP/KROG Merger Corp. (hereby incorporated
herein by reference to Appendix A to the Proxy Statement).
(c)(2) Voting, Sale and Retention Agreement, dated as of November 15, 1999,
among BCP/KROG Acquisition Company L.L.C., Kroll Electronic
Recovery, Inc., the Retaining Shareholders listed therein and the
O'Gara
20
<PAGE>
Shareholders listed therein (hereby incorporated herein by reference
to Appendix D to the Proxy Statement).
(c)(3) Form of Stockholders' Agreement to be entered among Kroll-O'Gara
Holdings Inc., BCP/KROG Acquisition Company L.L.C. and the Retaining
Stockholders listed therein (hereby incorporated herein by reference
to Appendix G to the Proxy Statement).
(d) Proxy Statement of The Kroll-O'Gara Company filed with the
Securities and Exchange Commission on December 23, 1999 (hereby
incorporated herein by reference).
(e)(1) Summary of Dissenter's Rights Under Ohio General Corporation Law
(hereby incorporated by reference to Appendix C-1 to the Proxy
Statement).
(e)(2) Summary of Appraisal Rights Under Delaware General Corporation Law
(hereby incorporated by reference to Appendix C-2 to the Proxy
Statement).
(f) Not applicable. (No oral solicitation of or recommendation to
shareholders is being made by or on behalf of the Filers.)
21
<PAGE>
SIGNATURES
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
THE KROLL-O'GARA COMPANY
By: /s/ Nazzareno E. Paciotti
------------------------------------
Name: Nazzareno E. Paciotti
Title: Chief Financial Officer
KROLL-O'GARA HOLDINGS, INC.
By: /s/ Nazzareno E. Paciotti
------------------------------------
Name: Nazzareno E. Paciotti
Title: Chief Financial Officer
KER ACQUISITION, INC.
By: /s/ Steven Sharpe
------------------------------------
Name: Steven Sharpe
Title: Vice President, Treasurer
and Secretary
JULES B. KROLL
/s/ Jules B. Kroll
----------------------------------------
MICHAEL G. CHERKASKY
/s/ Michael G. Cherkasky
----------------------------------------
MICHAEL J. LENNON
/s/ Michael J. Lennon
----------------------------------------
Dated: February 11, 2000
22
<PAGE>
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
BCP/KROG MERGER CORP.
By: /s/ Robert L. Friedman
----------------------------------------
Name: Robert L. Friedman
Title: President
BCP/KROG ACQUISITION COMPANY L.L.C.
By: Blackstone Capital Partners III Merchant
Banking Fund L.P., as managing member
By: Blackstone Management Associates
III L.L.C., its general partner
By: /s/ Robert L. Friedman
--------------------------------
Name: Robert L. Friedman
Title: Member
BLACKSTONE CAPITAL PARTNERS III
MERCHANT BANKING FUND L.P.
By: Blackstone Management Associates III
L.L.C., its general partner
By: /s/ Robert L. Friedman
------------------------------------
Name: Robert L. Friedman
Title: Member
Dated: February 11, 2000
23
<PAGE>
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
BLACKSTONE OFFSHORE CAPITAL
PARTNERS III L.P.
By: Blackstone Management Associates III
L.L.C., its general partner
By: /s/ Robert L. Friedman
--------------------------------
Name: Robert L. Friedman
Title: Member
BLACKSTONE FAMILY INVESTMENT
PARTNERSHIP III L.P.
By: Blackstone Management Associates III
L.L.C., its general partner
By: /s/ Robert L. Friedman
--------------------------------
Name: Robert L. Friedman
Title: Member
BLACKSTONE MANAGEMENT ASSOCIATES
III L.L.C.
By: /s/ Robert L. Friedman
------------------------------------
Name: Robert L. Friedman
Title: Member
Dated: February 11, 2000
24
