O'Gara Company, The
Ticker: OGAR 9113 LeSaint Drive
Exchange: NASDAQ-National Market Fairfield, Ohio 45014
Industry: Manufacturing (513) 874-2112

Type of Shares:Common Shares Filing Date:8/29/96
U.S. Shares:2,000,000 Offer Date:11/12/96
Non-U.S. Shares:0 Filing Range:$12.00 - $14.00
Primary Shares:2,000,000 Offer Price:$9.00
Secondary Shares:0 Gross Spread:$0.63
Offering Amount: $26,000,000 Selling:$0.37
Expenses: - Reallowance:$0.10
Shares Out After:7,011,846

ManagerTierPhone
Dillon, Read & Co. Inc.Lead Manager (212) 906-7000
Equitable Securities CorporationCo-manager (615) 780-9300
Furman Selz IncorporatedCo-manager (212) 309-8200

Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$32.82$41.52$12.16Assets:$36.27
Net Income:-$1.12$4.00-$0.99Liabilities:$32.25
EPS:Equity:$4.02

Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year,
unaudited figures are partial year

Business Description
The company is a leading provider of fully integrated ballistic and blast protected vehicle armoring systems for military, commercial and governmental clients worldwide. Through O'Gara-Hess & Eisenhardt Armoring Company, the company currently is the primary provider of armoring systems for High Mobility Multi-Purpose Wheeled Vehicles used by the U.S. military and other armed forces worldwide. OHE also provides armored commercial vehicles for heads of state, business executives and VIPs worldwide, including presidential limousines used by every U.S. President since 1948. Through O'Gara Satellite Networks Limited, the company provides vital communications systems for its clients by integrating proprietary hardware and smart card billing software that operate on the International Maritime Satellite network. In addition, the company offers customized turn-key site security systems to international customers.

Use of Proceeds
The proceeds from the proposed offering will be used to repay certain indebtedness of the company, to finance certain distributions to existing shareholders, to acquire the company's leased Mexico City manufacturing facility, to pay initial installments for the acquisition of Palmer Associates, S.C. and for general corporate purposes including potential acquisitions and working capital.

Last updated: 12/8/96

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