Kroll Inc Watch

from SC 13G/A 1 page Exhibit 1 Joint Filing Agreement Pursuant to Rule 13d-1 This Agreement Is Made Pursuant to Rule 13d-1(b)(ii)(j) and Rule 13d-1(k)(1) Under the Securities Exchange Act of 1934 (The "Act") by and Among the Parties Listed Below, Each Referred to Herein as a "Joint Filer." the Joint Filers Agree That a Statement of Beneficial Ownership as Required by the Act and the Rules Thereunder May Be Filed on Each of Their Behalf on Schedule 13g or Schedule 13d, as Appropriate, and That Said Joint Filing May Thereafter Be Amended by Further Joint Filings. the Joint Filers State That They Each Satisfy the Requirements for Making a Joint Filing Under Rule 13d-1. Dated: February 13, 2004 Palisade Capital Management, LLC. By: /S/ Steven E. Berman Name: Steven E. Berman Title: Member Axe-Houghton Associates, Inc. By: /S/ Steven E. Berman Name: Steven E. Berman Title: President Palisade Concentrated Equity Partnership, LP By: Palisade Concentrated Equity Holdings, LLC, General Partner By: /S/ Steven E. Berman Name: Steven E. Berman Title: Member -8

from SC 13G/A 1 page Exhibit 1 Joint Filing Agreement Pursuant to Rule 13d-1 This Agreement Is Made Pursuant to Rule 13d-1(b)(ii)(j) and Rule 13d-1(k)(1) Under the Securities Exchange Act of 1934 (The "Act") by and Among the Parties Listed Below, Each Referred to Herein as a "Joint Filer." the Joint Filers Agree That a Statement of Beneficial Ownership as Required by the Act and the Rules Thereunder May Be Filed on Each of Their Behalf on Schedule 13g or Schedule 13d, as Appropriate, and That Said Joint Filing May Thereafter Be Amended by Further Joint Filings. the Joint Filers State That They Each Satisfy the Requirements for Making a Joint Filing Under Rule 13d-1. Dated: March 6 , 2003 Palisade Capital Management, LLC. By: /S/ Steven E. Berman Name: Steven E. Berman Title: Member Axe-Houghton Associates, Inc. By: /S/ Steven E. Berman Name: Steven E. Berman Title: President Palisade Concentrated Equity Partnership, LP By: Palisade Concentrated Equity Holdings, LLC, General Partner By: /S/ Steven E. Berman Name: Steven E. Berman Title: Member

from S-3/A ~20 pages Form of Underwriting Agreement

from 8-K ~50 pages Underwriting agreement

from NT 10-Q/A ~5 pages Underwriting agreement

from NT 10-Q 1 page <page> 1 Exhibit 1 Kroll-O'GARA Reports Second Quarter 2000 Results New York, August 15, 2000 - The Kroll-O'GARA Company (NASDAQ-Nmm: Krog) Today Announced Revenues of $78.3 Million for the Second Quarter of 2000. This Compares With Revenues of $80.5 Million Reported in the Second Quarter of 1999. Gross Profit Was $27.7 Million for the Second Quarter of 2000, Compared With $32.2 Million in the Same Period Last Year. Gross Profit Margin Was 35.3% in the Second Quarter of This Year, Compared With 40.0% in the Second Quarter of 1999. Net Loss Before Expenses Associated With the Proposed Separation of the Company's Principal Operating Segments, Merger/Integration-Related Expenses and Transaction Expenses Associated With the Terminated Blackstone Group Transaction, Was $2.6 Million, or $0.12 Per Diluted Share in the Second Quarter of 2000, Compared With $5.0 Million or $0.22 Per Diluted Share in the Same Period Last Year. the Company Reported a Loss of $4.3 Million or [$0.19] Per Diluted Share for the Second Quarter of 2000 Compared With Net Income of $0.3 Million or [$0.01] Per Diluted Share in the Second Quarter of 1999. for the Six-Month Period Ended June 30, 2000, Net Sales Were $163.0 Million, Compared With $152.0 Million for the Same Period in 1999. Net Loss Before Separation Expenses, Merger/Integration-Related Expenses and Transaction Expenses Associated With the Terminated Blackstone Group Transaction, Was $1.5 Million, or $0.07 Per Diluted Share in the First Half of 2000, Compared With $9.2 Million or $0.41 Per Diluted Share in the Same Period Last Year. the Company Reported a Loss of $4.7 Million, or $0.21 Per Diluted Share, for the First Six Months of 2000, Compared With Net Income of $2.8 Million, or $0.12 Per Diluted Share in the Same Period of Last Year

from 8-K ~50 pages Underwriting agreement

from S-1/A ~50 pages Underwriting agreement

from 8-K ~50 pages Underwriting agreement

from SC 13D ~50 pages Underwriting agreement

from S-1 ~50 pages Underwriting agreement