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1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. _____)* THE KROLL-O'GARA COMPANY (Name of Issuer) COMMON STOCK, $.01 PAR VALUE (Title of Class of Securities) 67083U 1 02 (CUSIP Number) Kathleen E. Shannon Vice President and Secretary American International Group, Inc. 70 Pine Street New York, New York 10270 (212) 770-5123 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) December 1, 1997 (Date of Event which Requires Filing of this Statement) If a filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Page 1 of 14 2 CUSIP NO. 67083U 10 2 - -------------------------------------------------------------------------------- 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON American International Group, Inc. I.R.S. Identification No. 13-2592361 - -------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - -------------------------------------------------------------------------------- 3. SEC USE ONLY - -------------------------------------------------------------------------------- 4. SOURCE OF FUNDS 00 - -------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] - -------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION Incorporated under the laws of the State of Delaware - -------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF 1,444,197 SHARES ----------------------------------------------------- BENEFICIALLY 8. SHARED VOTING POWER OWNED BY 0 EACH ----------------------------------------------------- REPORTING 9. SOLE DISPOSITIVE POWER PERSON 1,444,197 WITH ----------------------------------------------------- 10. SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,444,197 - -------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.4% - -------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON HC, CO Page 2 of 14 3 Item 1. Security and Issuer. This statement relates to the Common Stock, $.01 par value (the "Common Stock"), of THE KROLL-O'GARA COMPANY (the "Company"). The principal executive offices of the Company are located at 9113 LeSaint Drive, Fairfield, Ohio 45014. Item 2. Identity and Background. (a) through (c). This statement is being filed by American International Group, Inc., a Delaware corporation ("AIG"). AIG is a holding company which, through its subsidiaries, is primarily engaged in a broad range of insurance and insurance-related activities and financial services in the United States and abroad. Starr International Company, Inc., a private holding company incorporated in Panama ("SICO"), The Starr Foundation, a New York not-for-profit corporation ("The Starr Foundation"), and C.V. Starr & Co., Inc., a Delaware corporation ("Starr"), have the right to vote approximately 16.1%, 3.6% and 2.4%, respectively, of the outstanding common stock of AIG. The principal executive offices of SICO are located at 29 Richmond Road, Pembroke, Bermuda. The principal executive offices of The Starr Foundation and Starr are located at 70 Pine Street, New York, New York 10270. The names of the directors and executive officers ("Covered Persons") of AIG, SICO, The Starr Foundation and Starr, their business addresses and principal occupations are set forth in Exhibit 1 attached hereto, which is incorporated herein by reference in its entirety. The business address indicated for each Covered Person is also the address of the principal employer for such Covered Person. Each of the Covered Persons is a citizen of the United States, except for Messrs. Johnson, Manton, Sullivan, and Tse who are British subjects, and Mr. Cohen, who is a Canadian subject. (d) and (e). During the last five years, none of AIG, SICO, The Starr Foundation or Starr, or any of the Covered Persons, has (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 or mandating activities subject to, Federal or State securities laws or finding any violations with respect to such laws. Page 3 of 14 4 Item 3. Source and Amount of Funds or Other Consideration. The Common Stock was acquired in connection with the transactions contemplated by and pursuant to the Plan and Agreement to Merge, dated as of August 8, 1997 (the "Merger Agreement"), among The O'Gara Company, an Ohio corporation ("O'Gara"), VDE, Inc., a Delaware corporation and a wholly owned subsidiary of O'Gara ("Newco"), Kroll Holdings, Inc., a Delaware corporation ("Kroll"), and Jules B. Kroll, which provided for, among other things, (i) the merger of Newco into Kroll (the "Merger") and (ii) the amendment and restatement of the Amended and Restated Articles of Incorporation of O'Gara to change the name of O'Gara to "The Kroll-O'Gara Company". Prior to the Merger, AIG owned 23,100 shares of Kroll Class A Common Stock, par value $0.01 per share. Upon the consummation of the Merger on December 1, 1997, the shareholders of Kroll exchanged their shares of Kroll stock for shares of the Common Stock of the Company and Kroll became a wholly owned subsidiary of O'Gara. AIG received 1,444,197 shares of the Common Stock of the Company in exchange for its shares of Kroll stock as a result of the Merger. Item 4. Purpose of Transaction. The purpose of the acquisition of the Common Stock as described in Item 3 and Item 5 below, was investment. AIG will continue to review its investment in the Company and, dependent upon its evaluation of market conditions, applicable regulatory requirements, and the Company's business prospects and future developments, may from time to time, determine to increase, decrease or dispose of its equity position in the Company. Such transactions, if any, may be made through purchases or sales in the open market or otherwise. Item 5. Interest in Securities of Issuer. (a) and (b). The information required by these paragraphs is set forth in Items 7 through 11 and Item 13 of the cover page to this Schedule 13D and is based upon the number of shares of Common Stock outstanding on December 1, 1997 as provided to AIG by the Company. (c) AIG and, to the best of its knowledge, each of the Covered Persons have not engaged in any transactions in the Common Stock during the past 60 days other than in connection with the Merger and pursuant to the Merger Agreement. (d) and (e). Not applicable. Page 4 of 14 5 Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. The information required by this Item 6 is set forth in Items 3 and 4. Item 7. Materials to be Filed as Exhibits. (a) List of Directors and Executive Officers of AIG, SICO, The Starr Foundation and Starr. (b) Merger Agreement. Page 5 of 14 6 SIGNATURE After reasonable 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. Date: December 10, 1997 AMERICAN INTERNATIONAL GROUP, INC. By /s/ Kathleen E. Shannon ----------------------------------- Name: Kathleen E. Shannon Title: Vice President and Secretary Page 6 of 14 7 EXHIBIT INDEX Exhibit 1 List of Directors and Executive Officers of AIG, SICO, The Starr Foundation and Starr. Exhibit 2 Merger Agreement (Incorporated by reference to the Exhibits to the Company's Registration Statement on Form S-4, as amended (Registration No. 333-35845)). Page 7 of 14
1 EXHIBIT 1 AMERICAN INTERNATIONAL GROUP, INC. DIRECTORS M. Bernard Aidinoff Sullivan & Cromwell 125 Broad Street New York, New York 10004 Lloyd M. Bentsen 2600 Texas Commerce Tower 600 Travis Street Suite 2600 Houston, Texas 77002 Pei-yuan Chia 298 Bedford - Banksville Road Bedford, New York 10506 Marshall A. Cohen Cassels, Brock & Blackwell 40 King Street West 20th Fl. Toronto, Ontario M5H 3C2 Barber B. Conable, Jr. P.O. Box 218 Alexander, New York 14005 Martin S. Feldstein National Bureau of Economic Research, Inc. 1050 Massachusetts Avenue Cambridge, Massachusetts 02138 Leslie L. Gonda International Lease Finance Corporation 1999 Avenue of the Stars Los Angeles, California 90067 Evan G. Greenberg American International Group, Inc. 70 Pine Street New York, New York 10270 M. R. Greenberg American International Group, Inc. 70 Pine Street New York, New York 10270 Carla A. Hills Hills & Company 1200 19th Street, N.W. - 5th Fl. Washington, DC 20036 Frank J. Hoenemeyer 7 Harwood Drive Madison, New Jersey 07940 Page 8 of 14 2 Edward E. Matthews American International Group, Inc. 70 Pine Street New York, New York 10270 Dean P. Phypers 220 Rosebrook Road New Canaan, Connecticut 06840 Howard I. Smith American International Group, Inc. 70 Pine Street New York, New York 10270 Thomas R. Tizzio American International Group, Inc. 70 Pine Street New York, New York 10270 Edmund S.W. Tse American International Assurance Co., Ltd. 1 Stubbs Road Hong Kong Frank G. Wisner American International Group, Inc. 70 Pine Street New York, New York 10270 Page 9 of 14 3 AMERICAN INTERNATIONAL GROUP, INC. OFFICERS' NAME, TITLE AND BUSINESS ADDRESS M.R. Greenberg Chairman & Chief Executive Officer 70 Pine Street New York, New York 10270 Thomas R. Tizzio Senior Vice Chairman - General 70 Pine Street Insurance New York, New York 10270 Edward E. Matthews Vice Chairman - Investments & 70 Pine Street Financial Services New York, New York 10270 Edmund S.W. Tse Vice Chairman - Life Insurance American International Assurance Co., Ltd. 1 Stubbs Road Hong Kong Frank G. Wisner Vice Chairman - External Affairs 70 Pine Street New York, New York 10270 Evan G. Greenberg President & Chief Operating Officer 70 Pine Street New York, New York 10270 Edwin A.G. Manton Senior Advisor 70 Pine Street New York, New York 12070 John J. Roberts Senior Advisor 70 Pine Street New York, New York 10270 Ernest E. Stempel Senior Advisor 70 Pine Street New York, New York 10270 Robert B. Sandler Executive Vice President - Senior 70 Pine Street Casualty Actuary & Senior Claims New York, New York 10270 Officer Howard I. Smith Executive Vice President, Chief 70 Pine Street Financial Officer & Comptroller New York, New York 10270 Page 10 of 14 4 Lawrence W. English Senior Vice President - 70 Pine Street Administration New York, New York 10270 Axel I. Freudmann Senior Vice President - Human 72 Wall Street Resources New York, New York 10270 Win J. Neuger Senior Vice President & Chief 70 Pine Street Investment Officer New York, New York 10270 Martin J. Sullivan Senior Vice President - 70 Pine Street Foreign General Insurance New York, New York 10270 Florence A. Davis Vice President & General 70 Pine Street Counsel New York, New York 10270 William N. Dooley Vice President & Treasurer 70 Pine Street New York, New York 10270 Robert E. Lewis Vice President & Chief Credit 70 Pine Street Officer New York, New York 10270 Frank Petralito II Vice President & Director of 70 Pine Street Taxes New York, New York 10270 Kathleen E. Shannon Vice President, Secretary & 70 Pine Street Associate General Counsel New York, New York 10270 John T. Wooster, Jr. Vice President - 72 Wall Street Communications New York, New York 10270 Page 11 of 14 5 STARR INTERNATIONAL COMPANY, INC. OFFICERS & DIRECTORS Houghton Freeman 1880 Mountain Road, #14 Director Stowe, Vermont 05672 Evan G. Greenberg 70 Pine Street Director New York, New York 10270 Maurice R. Greenberg 70 Pine Street Director & Chairman of New York, New York 10270 the Board Joseph C.H. Johnson American International Building Director, President Richmond Road & Treasurer Pembroke 543 Bermuda Edwin A.G. Manton 70 Pine Street Director New York, New York 10270 Edward E. Matthews 70 Pine Street Director New York, New York 10270 L. Michael Murphy American International Building Director, Vice President Richmond Road & Secretary Pembroke 543 Bermuda John J. Roberts 70 Pine Street Director New York, New York 12070 Robert M. Sandler 70 Pine Street Director New York, New York 10270 Howard I. Smith 70 Pine Street Director New York, New York 10270 Ernest E. Stempel 70 Pine Street Director New York, New York 10270 Thomas R. Tizzio 70 Pine Street Director New York, New York 10270 Edmund S.W. Tse 1, Stubbs Road Director Hong Kong Page 12 of 14 6 THE STARR FOUNDATION OFFICERS & DIRECTORS M.R. Greenberg 70 Pine Street Director and Chairman New York, New York 10270 T.C. Hsu 70 Pine Street Director and President New York, New York 10270 Marion Breen 70 Pine Street Director and Vice President New York, New York 10270 John J. Roberts 70 Pine Street Director New York, New York 10270 Ernest E. Stempel 70 Pine Street Director New York, New York 10270 Houghton Freeman 1880 Mountain Road, #14 Director Stowe, Vermont 05672 Edwin A.G. Manton 70 Pine Street Director New York, New York 10270 Gladys Thomas 70 Pine Street Vice President New York, New York 10270 Frank Tengi 70 Pine Street Treasurer New York, New York 10270 Ida Galler 70 Pine Street Secretary New York, New York 10270 Page 13 of 14 7 C.V. STARR & CO., INC. OFFICERS & DIRECTORS Houghton Freeman 1880 Mountain Road, #14 Director & Senior Vice Stowe, Vermont 05672 President E.G. Greenberg 70 Pine Street Director & Vice President New York, New York 10270 Maurice R. Greenberg 70 Pine Street Director, President & New York, New York 10270 Chief Executive Officer Edwin A.G. Manton 70 Pine Street Director New York, New York 10270 Edward E. Matthews 70 Pine Street Director, Senior Vice New York, New York 10270 President & Secretary John J. Roberts 70 Pine Street Director & Senior Vice New York, New York 10270 President Robert M. Sandler 70 Pine Street Director & Vice President New York, New York 10270 Howard I. Smith 70 Pine Street Director & Vice President New York, New York 10270 Ernest E. Stempel 70 Pine Street Director & Senior Vice New York, New York 10270 President Thomas R. Tizzio 70 Pine Street Director & Vice President New York, New York 10270 Edmund S.W. Tse 1, Stubbs Road Director & Vice President Hong Kong Gary Nitzsche 70 Pine Street Treasurer New York, New York 10270 Page 14 of 14