-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, M9PJKE4ojP/FqFZOAwd45qzF5tjr8s8kTC2i1n0WyGepwa6bjsUwSIqJtOcccf7Y S/s2flPPLXvhUzxv6mjXug== /in/edgar/work/20000906/0000950123-00-008320/0000950123-00-008320.txt : 20000922 0000950123-00-008320.hdr.sgml : 20000922 ACCESSION NUMBER: 0000950123-00-008320 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20000906 GROUP MEMBERS: BHF (USA) CAPITAL CORPORATION GROUP MEMBERS: BHF (USA) HOLDINGS INC GROUP MEMBERS: BHK-BANK AKTIENGESELLSCHAFT GROUP MEMBERS: ING GROEP NV SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIREARMS TRAINING SYSTEMS INC CENTRAL INDEX KEY: 0001021770 STANDARD INDUSTRIAL CLASSIFICATION: [8742 ] IRS NUMBER: 570777018 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-49823 FILM NUMBER: 717587 BUSINESS ADDRESS: STREET 1: 7340 MCGINNIS FERRY RD CITY: SUWANEE STATE: GA ZIP: 30024 BUSINESS PHONE: 7708130180 MAIL ADDRESS: STREET 1: 7340 MCGINNIS FERRY RD CITY: SUWANEE STATE: GA ZIP: 30024 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ING GROEP NV CENTRAL INDEX KEY: 0001039765 STANDARD INDUSTRIAL CLASSIFICATION: [6311 ] STATE OF INCORPORATION: P8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: STRAWINSKYLAAN 2631 1077 ZZ AMSTERDAM STREET 2: PO BOX 810 1000 AV AMSTERDAM CITY: THE NETHERLANDS STATE: P8 BUSINESS PHONE: 5184334740 MAIL ADDRESS: STREET 1: STRAWINSKYLAAN 2631 STREET 2: P.O. BOX 810, 1000 AV AMSTERDAM CITY: AMSTERDAM STATE: P8 SC 13D 1 y40127sc13d.txt FIREARMS TRAINING SYSTEMS, INC. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Rule 13d-2(a) Under the Securities Exchange Act of 1934 Firearms Training Systems, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Class A Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 318120102 - -------------------------------------------------------------------------------- (CUSIP Number) Coleman Gregory, Esq. BHF (USA) Capital Corporation 590 Madison Avenue New York, New York 10022 (212) 756-5967 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copy to: Jeffrey E. LaGueux, Esq. Patterson, Belknap, Webb & Tyler LLP 1133 Avenue of the Americas New York, New York 10036 (212) 336-2000 August 25, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the 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 Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] (Continued on following pages) 1 of 27 2 CUSIP No. 318120102 - -------------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS ING Groep NV - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( ) - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands - -------------------------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES 7,100,391 ------------------------------------ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY -0- ------------------------------------ EACH (9) SOLE DISPOSITIVE POWER REPORTING 7,100,391 ------------------------------------ PERSON (10) SHARED DISPOSITIVE POWER WITH -0- ------------------------------------ - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,100,391 - -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 10.33% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON HC - -------------------------------------------------------------------------------- 2 of 27 3 CUSIP No. 318120102 - -------------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS BHF-Bank Aktiengesellschaft - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS OO - -------------------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( ) - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION German - -------------------------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES 7,100,391 ------------------------------------ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY -0- ------------------------------------ EACH (9) SOLE DISPOSITIVE POWER REPORTING 7,100,391 ------------------------------------ PERSON (10) SHARED DISPOSITIVE POWER WITH -0- ------------------------------------ - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,100,391 - -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 10.33% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON BK - -------------------------------------------------------------------------------- 3 of 27 4 CUSIP No. 318120102 - -------------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS BHF (USA) Holdings, Inc. - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS 00 - -------------------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( ) - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES 7,100,391 ------------------------------------ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY -0- ------------------------------------ EACH (9) SOLE DISPOSITIVE POWER REPORTING 7,100,391 ------------------------------------ PERSON (10) SHARED DISPOSITIVE POWER WITH -0- ------------------------------------ - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,100,391 - -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 10.33% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON HC - -------------------------------------------------------------------------------- 4 of 27 5 CUSIP No. 318120102 - -------------------------------------------------------------------------------- (1) NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS BHF (USA) Capital Corporation - -------------------------------------------------------------------------------- (2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) ( ) (b) (x) - -------------------------------------------------------------------------------- (3) SEC USE ONLY - -------------------------------------------------------------------------------- (4) SOURCE OF FUNDS (SEE INSTRUCTIONS) OO - -------------------------------------------------------------------------------- (5) CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) ( ) - -------------------------------------------------------------------------------- (6) CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- (7) SOLE VOTING POWER NUMBER OF SHARES 7,100,391 ------------------------------------ BENEFICIALLY (8) SHARED VOTING POWER OWNED BY -0- ------------------------------------ EACH (9) SOLE DISPOSITIVE POWER REPORTING 7,100,391 ------------------------------------ PERSON (10) SHARED DISPOSITIVE POWER WITH -0- ------------------------------------ - -------------------------------------------------------------------------------- (11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,100,391 - -------------------------------------------------------------------------------- (12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES ( ) - -------------------------------------------------------------------------------- (13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 10.33% - -------------------------------------------------------------------------------- (14) TYPE OF REPORTING PERSON CO - -------------------------------------------------------------------------------- 5 of 27 6 ITEM 1. SECURITY AND ISSUER The title of the class of equity to which this Schedule relates is Class A Common Stock (the "Common Stock"), of Firearms Training Systems, Inc., a Delaware corporation ("FTS"). The address of the principal executive offices of FTS is 7340 McGinnis Ferry Road, Suwanee, Georgia 30174. ITEM 2. IDENTITY AND BACKGROUND The schedule is being filed by (i) ING Groep NV, a Netherlands corporation ("ING"), with its principal executive office located at Stravinskylaan 2631, 1077 ZZ Amsterdam, the Netherlands, (ii) BHF-Bank Aktiengesellschaft, a German corporation ("BHF-Bank"), with its principal executive offices at Bockenheimer Landstrasse 10, 60323 Frankfurt am Main, Germany, (iii) BHF (USA) Holdings, Inc., a Delaware corporation ("BHF Holdings"), with its principal executive offices at 590 Madison Avenue, New York, New York 10022, and (iv) BHF (USA) Capital Corporation, a Delaware corporation ("BHF Capital"), with its principal executive office located at 590 Madison Avenue, New York, New York 10022. ING, BHF-Bank, BHF Holdings and BHF Capital are referred to herein collectively as the "Reporting Persons." The name, residence or business address, principal occupation or employment and the name, principal business, and address of any corporation or other organization in which such employment is conducted with respect to each director of the Reporting Persons is set forth in Schedule 1 attached hereto, which is incorporated herein by reference. To the knowledge of the Reporting Persons, each of the persons named on Schedule 1 is a United States citizen unless otherwise indicated. ING is a financial services holding company whose subsidiaries are engaged principally in the insurance and banking businesses. BHF-Bank is a German bank. BHF Holdings is a holding company whose subsidiaries are engaged principally in financial services and related business. BHF Capital is a commercial lending/finance company. None of the Reporting Persons has, during the last five years, (i) been convicted in a criminal proceeding (excluding minor traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which it 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Pursuant to a certain Second Amended and Restated Credit Agreement, dated April 1, 2000, by and among FTS, as parent, Fats, Inc., as borrower, the Lenders named therein and Bank of America, N.A. as successor in interest to NationsBank, N.A., as Agent, BHF Capital, as a Lender, agreed 6 of 27 7 to acquire from FTS, as partial satisfaction of restructured loans made to FTS, 7,100,391 shares of Common Stock of FTS. The closing of the transactions described above occurred on August 25, 2000. Giving effect to the completion of the transactions summarized above, the Reporting Persons beneficially own an aggregate of 7,100,391 shares of Common Stock of FTS (representing approximately 10.33% of the outstanding Common Sock of FTS after the completion of the transactions). The funds used by the Reporting Persons to acquire the securities covered by this Schedule were provided from partial satisfaction of loans previously made by BHF Capital to FTS. 7 of 27 8 ITEM 4. PURPOSE OF TRANSACTION On August 25, 2000, FTS, its lenders and a substantial shareholder completed a restructuring transaction with retroactive effect to April 1, 2000 which significantly reduced FTS' outstanding indebtedness. The lenders have been issued Preferred Stock and Class A Common Stock in partial satisfaction of existing revolving loans, and accrued interest under those revolving loans, as of March 31, 2000 and in partial satisfaction of certain term loans and accrued interest under those loans as of March 31, 2000, made to FTS. In connection with the restructuring, FTS and holders of its outstanding debt and preferred stock exchanged all such debt and preferred stock, aggregating approximately $82 million, for the following: - A new senior secured revolving credit line in the amount of approximately $881,000 to support existing letters of credit and future working capital requirements. - $12 million of senior secured debt with cash interest payable at prime plus 1% and no principal payments due until maturity in 2003, with a one year extension at FTS' option. - $23 million of junior secured debt with 10% interest payable in additional notes or cash, depending on FATS' profitability, and no principal payments until maturity in 2003, with a one year extension at FTS' option. - Approximately $21 million of new preferred stock with a 10% cumulative dividend rate payable in additional shares of preferred stock. No dividends or other distributions junior ranking to this preferred stock shall be paid, declared or set apart until all accrued dividends of this preferred stock have been declared and paid. This new preferred stock must be redeemed by FTS when junior secured debt is repaid. - Approximately 49 million additional shares of Common Stock valued at $0.50 per share based upon the twenty trading days ending April 27, 2000. As a result of this share issuance, FTS' senior lenders have the power to vote a majority of FTS' voting Common Stock. - Warrants to purchase 2,000,000 shares of Common Stock of FTS with an exercise price of $0.25 issued to a substantial shareholder. - Amended warrants already held by a substantial shareholder to purchase 3,246,164 shares of Common Stock of FTS at $1.00 per share by providing for payment of the exercise price in cash rather than the Series A Preferred Stock and making a slight adjustment in the original exercise price of $1.03 per share. 8 of 27 9 Certain of the securities described above were issued to a substantial shareholder. The Reporting Persons from time to time may review the merits of their investment in FTS and evaluate their options with respect thereto. Subject to such review and evaluation, the Reporting Persons may determine to acquire additional shares of Common Stock of FTS (or securities convertible into Common Stock of FTS) through open market purchases or privately negotiated transactions, may determine to sell shares of Common Stock of FTS (or securities convertible into Common Stock of FTS) and/or may pursue any other options with respect to their investment in FTS. Notwithstanding anything to the contrary contained herein, the Reporting Persons reserve the right, depending on all relevant factors, to change their intention with respect to any and all of the matters referred to in the preceding paragraph. Other than as described in this schedule, the Reporting Persons do not have any specific plans or proposals that relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER The number of shares of Common Stock of FTS beneficially owned as determined pursuant to Rule 13d-3 under the Securities Exchange Act of 1934, as amended, by the Reporting Persons as of the date hereof is 7,100,391 shares of Common Stock of FTS, representing approximately 10.33% of the outstanding Common Stock of FTS. The Reporting Persons have sole voting or dispositive power with respect to the shares of Common Stock which they beneficially hold. Except for the transactions described in this schedule, no transactions were effected by the Reporting Persons in the Common Stock of FTS during the 60 days preceding the date hereof. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The shares of FTS' Common Stock owned by the Reporting Persons are held pursuant to a Voting and Stock Restriction Agreement dated as of April 1, 2000 and entered into on August 25, 2000 whereby the lenders agreed to vote such shares as determined by lenders holding a majority of the commitments to provide revolving credit advances (the "Required Lenders") and granted an irrevocable proxy to Bank of America, N.A., to vote as so directed. In addition, a substantial shareholder agreed that on or before September 30, 2000, three of the four directors of FTS who are affiliated with the substantial shareholder would resign unless the Required Lenders asked them not to resign. The Required Lenders agreed for so long as the Voting and 9 of 27 10 Stock Restriction Agreement was in effect to vote their shares for election of one qualified person affiliated with the substantial shareholder nominated by the substantial shareholder to the Board of Directors such that one such person was serving on the Board at all times. Pursuant to a letter agreement, the substantial shareholder also agreed to cooperate in appointing candidates proposed by the lenders to the Board of Directors, who will collectively constitute a majority of the Board of Directors to serve until the next election of directors. In addition, all parties agreed to cooperate to identify and urge the selection of a mutually acceptable, qualified candidate to serve as an active Chairman of the Board of Directors and to give due consideration in that regard to selection of a representative of the management consultant required to be retained by FTS pursuant to FTS' senior credit agreement. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit 7(1). August 25, 2000 Letter Agreement. Exhibit 7(2). Voting and Stock Restriction Agreement. 10 of 27 11 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. ING GROEP, NV Date: September 6, 2000 By: /S/ Cornelis F. Drabbe ---------------------------- Name: Cornelis F. Drabbe Title: Counsel 11 of 27 12 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. BHF-BANK AKTIENGESELLSCHAFT Date: September 6, 2000 By /s/ Peter-Josef Becker ------------------------------------ Name: Peter-Josef Becker Title: Executive Vice President By /s/ Peter Gloystein ------------------------------------ Name: Peter Gloystein Title: Chairman of the Managing Board of Directors 12 of 27 13 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. BHF (USA) HOLDINGS, INC. Date: September 6, 2000 By /s/ Burkhard Frankenberger ---------------------------- Name: Burkhard Frankenberger Title: Managing Director Date: September 6, 2000 By /s/ Thomas Leissl ------------------ Name: Thomas Leissl Title: Senior Managing Director 13 of 27 14 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. BHF (USA) CAPITAL CORPORATION Date: September 6, 2000 By /s/ Coleman Gregory ------------------- Name: Coleman Gregory Title: Senior Vice President and General Counsel Date: September 6, 2000 By /s/ Burkhard Frakenberger ------------------------- Name: Burkhard Frakenberger Title: Senior Managing Director 14 of 27 15 Schedule 1 DIRECTORS OF ING GROEP N.V.
Name Position Citizenship Address E. Kist Chairman of Executive Dutch Strawinskylaan 2631 Board 1077 ZZ Amsterdam The Netherlands J.H.M. Lindenbergh Member of Executive Board Dutch Strawinskylaan 2631 1077 ZZ Amsterdam The Netherlands C. Maas Member of Executive Board; Dutch Strawinskylaan 2631 Chief Financial Officer 1077 ZZ Amsterdam The Netherlands A.H.G. Rinnooy Kan Member of Executive Board Dutch Strawinskylaan 2631 1077 ZZ Amsterdam The Netherlands M. Tilmant Member of Executive Board Belgian Strawinskylaan 2631 1077 ZZ Amsterdam The Netherlands F.S. Hubbell Member of Executive Board American Strawinskylaan 2631 1077 ZZ Amsterdam The Netherlands D. Robins Member of Executive Board British Strawinskylaan 2631 1077 ZZ Amsterdam The Netherlands
15 of 27 16 DIRECTORS OF BHF - BANK AKTIENGESELLSCHAFT
Name Principal Occupation Citizenship Business Address Peter Gloystein Member of the Managing Board German Bockenheimer Landstrasse 10 60323 Frankfurt am Main Germany Roland Scharff Member of the Managing Board German Bockenheimer Landstrasse 10 60323 Frankfurt am Main Germany Louis Graf von Zech Member of the Managing Board German Bockenheimer Landstrasse 10 60323 Frankfurt am Main Germany Dietmar Schmid Member of the Managing Board German Bockenheimer Landstrasse 10 60323 Frankfurt am Main Germany Tilo Paduch Member of the Managing Board German Bockenheimer Landstrasse 10 60323 Frankfurt am Main Germany Ralf - Hartmut Member of the Managing Board German Bockenheimer Fiedler Landstrasse 10 60323 Frankfurt am Main Germany Ulrich Leistner Member of the Managing Board German Bockenheimer Landstrasse 10 60323 Frankfurt am Main Germany Rudolf Rhein Member of the Managing Board German Bockenheimer Landstrasse 10 60323 Frankfurt am Main Germany
16 of 27 17 DIRECTOR/OFFICERS OF BHF (USA) HOLDINGS, INC.
NAME PRINCIPAL OCCUPATION CITIZENSHIP BUSINESS ADDRESS Burkhard MEMBER OF BOARD OF DIRECTOR GERMAN 590 MADISON Frankenberger AND MANAGING DIRECTOR AVENUE, NEW YORK, NY 10022 THOMAS LEISSL MEMBER OF BOARD OF DIRECTOR GERMAN 590 MADISON AND MANAGING DIRECTOR AVENUE, NEW YORK, NY 10022 PETER GLOYSTEIN CHAIRMAN OF BOARD OF DIRECTORS GERMAN 60323 FRANKFURT AM MAIN, GERMANY ROLAND SCHARFF MEMBER OF BOARD OF BOARD OF GERMAN 60323 FRANKFURT AM DIRECTORS MAIN, GERMANY PETER-JOSEF MEMBER OF BOARD OF BOARD OF GERMAN 60323 FRANKFURT AM BECKER DIRECTORS MAIN, GERMANY
DIRECTOR/OFFICERS OF BHF (USA) CAPITAL CORPORATION
NAME PRINCIPAL OCCUPATION CITIZENSHIP BUSINESS ADDRESS Burkhard MEMBER OF BOARD OF DIRECTOR GERMAN 590 MADISON Frankenberger AND SENIOR MANAGING DIRECTOR AVENUE, NEW YORK, NY 10022 THOMAS LEISSL MEMBER OF BOARD OF DIRECTOR GERMAN 590 MADISON AND SENIOR MANAGING DIRECTOR AVENUE, NEW YORK, NY 10022 PETER GLOYSTEIN CHAIRMAN OF BOARD OF DIRECTORS GERMAN 60323 FRANKFURT AM MAIN, GERMANY ROLAND SCHARFF MEMBER OF BOARD OF BOARD OF GERMAN 60323 FRANKFURT AM DIRECTORS MAIN, GERMANY PETER-JOSEF MEMBER OF BOARD OF BOARD OF GERMAN 60323 FRANKFURT AM BECKER DIRECTORS MAIN, GERMANY
17 of 27 EX-99.7.1 2 y40127ex99-7_1.txt AUGUST 25, 2000 LETTER AGREEMENT 1 EXHIBIT 7(1) [Bank of America (R) Logo] Bank of America NC-002-31-31 101 South Tryon Street Charlotte, NC 28255 August 25, 2000 Centre Capital Investors II, L.P. Centre Partners Coinvestment, L.P. Centre Capital Offshore Investors II, L.P. Centre Capital Tax-exempt Investors II, L.P. c/o Mr. Scott Perekslis Centre Partners Management, LLC 30 Rockefeller Plaza, 50th Floor New York, NY 10020 Re: Firearms Training Systems, Inc. Dear Scott: The purpose of this letter is to confirm our understanding regarding the make up of the Board of Directors of Firearms Training Systems, Inc. (the "Company"). As you know, the lenders (the "Lenders") under the Second Amended and Restated Credit Agreement and Partial Exchange Agreement dated as of April 1, 2000 (the "Amended Agreement") closed today on a restructuring of the Company and, as a result, have been issued Class A common stock of the Company constituting a majority of the Class A common stock. Each of the addressees (the "Centre Entities") also consummated exchange transactions with the Company and accepted notes for certain indebtedness of the Company and its subsidiaries owed to them, all as a part of the restructuring. As a result, the Centre Entities, which were the owners of approximately 49% of the issued and outstanding Class A common stock of the Company prior to the restructuring, remain significant common shareholders of the Company. Furthermore, immediately prior to the restructuring, the Centre Entities were assigned certain interests under the predecessor of the Amended Agreement and are now Lenders under the Amended Agreement. The Lenders have also entered into a Voting Agreement which, among other things, requires the Lenders to vote their common shares together upon the request of the Required Lenders (as defined in the Amended Agreement). In connection with the restructuring of the Company, we have agreed to the following with respect to the Board of Directors of the Company: 1. At the request of Required Lenders before September 30, 2000, three of the four directors of the Company affiliated with Centre will resign on September 30, 2000. 2. As long as the Voting Agreement or any successor agreement is in effect, the Required Lenders will cause the Lenders to vote their shares subject to the Voting Agreement or its successor for the election of a qualified person affiliated with the Centre Entities (any existing or former members of the Board affiliated with Centre being deemed qualified) nominated by the Centre Entities such that one such person is serving on the Board during such time. 19 of 27 2 3. The Lenders and the Centre Entities will cooperate in good faith to identify and urge the selection of mutually acceptable, qualified candidates to constitute a majority of the Board of Directors of the Company during the interim before the next election of directors. 4. The Lenders and the Centre Entities will cooperate in good faith to identify and urge the selection of a mutually acceptable, qualified candidate to serve as an active Chairman of the Board of Directors of the Company. A representative of the management consultant to be retained by the Company pursuant to the Amended Agreement shall be given due consideration by the Lenders and the Centre Entities as a candidate to serve as the Chairman of the Board of Directors of the Company. To evidence this understanding, we ask each of the Lenders and each of the Centre Entities to execute this letter agreement acknowledging your agreement to the foregoing and return it to the undersigned. Sincerely, /s/ Reinhard Freimuth Reinhard Freimuth Vice President Agreed to: NON_CENTRE LENDERS: BANK OF AMERICA, N.A., as Agent, and individually as a Lender By: /s/ Reinhard Freimuth ----------------------- Name: Reinhard Freimuth Title: Vice President 20 of 27 3 U.S. BANK NATIONAL ASSOCIATION By: /s/ Michael J. Porcello Name: Michael J. Porcello Title: Assistant Vice President FIRST SOURCE FINANCIAL LLP, by First Source Financial, Inc., as Agent/Manager By: /s/ Jeffrey A. Cerny Name: Jeffrey A. Cerny Title: Senior Vice President BHF (USA) CAPITAL CORPORATION By: /s/ Evon Contos and /s/ Nina Zhou Name: Evon Contos and Nina Zhou Title: Managing Director and Associate CENTRE ENTITIES,INDIVIDUALLY AND AS LENDERS: CENTRE CAPITAL INVESTORS II, L.P. CENTRE CAPITAL TAX-EXEMPT INVESTORS II, L.P. CENTRE CAPITAL OFFSHORE INVESTORS II, L.P. By: Centre Partners II, L.P., as General Partner By: Centre Partners Management LLC, as Attorney-in-Fact By: /s/ Jonathan H. Kagan Managing Director CENTRE PARTNERS COINVESTMENT, L.P. By: Centre Partners II LLC, as General Partner By: /s/ Jonathan H. Kagan Managing Director 21 of 27 EX-99.7.2 3 y40127ex99-7_2.txt VOTING AND STOCK RESTRICTION AGREEMENT 1 EXHIBIT 7(2) VOTING AND STOCK RESTRICTION AGREEMENT This Voting and Stock Restriction Agreement dated as of April 1, 2000 is made by and among the financial institutions listed on the signature pages hereof and BANK OF AMERICA, N.A., successor in interest to NationsBank, N.A., as Agent. RECITALS This Voting and Stock Restriction Agreement (this "Voting Agreement") is entered into pursuant to the terms of the Second Amended and Restated Credit Agreement and Partial Exchange Agreement (the "Amended Agreement") dated as of April 1, 2000 among Firearms Training Systems, Inc. (the "Parent"), FATS, Inc., the financial institutions listed on the signature pages thereof and the Agent. Capitalized terms used in this Voting Agreement and not defined herein shall have the same meanings as in the Amended Agreement. Pursuant to the Amended Agreement the Lenders agreed to accept the Lender Preferred Stock and the Lender Common Stock in partial satisfaction of the Existing Loans. The Lenders and the Agent wish to set forth certain agreements with respect to voting of the Lender Common Stock and the sale or other transfer of the Lender Common Stock and the Lender Preferred Stock. AGREEMENT 1. VOTING (a) The Lenders agree that the Required Lenders may direct that all of the Lender Common Stock be voted on any matter put to a vote of the holders of the Class A Common Stock of the Parent (the "Shareholders") as the Required Lenders direct, and each of the Lenders will vote its shares of Lender Common Stock individually as directed by the Required Lenders. If no such direction is given, each Lender may vote its shares as it may determine. (b) Whenever any matter is to be put to a vote of the Shareholders, in connection with any annual or special meeting of the Shareholders, the Agent will, no later than 30 Business Days before the date of such vote, request that each Lender advise the Agent how it wishes the Lender Common Stock to be voted. Each Lender will advise the Agent how it wishes the Lender Common Stock to be voted, in writing, no later than 21 Business Days before the date of the vote. If the Agent receives direction from Lenders constituting the Required Lenders, the Agent shall notify each of the Lenders of such direction within 7 Business Days of such vote and the Lenders agree to timely vote the Lender Common Stock as so directed. No Lender shall vote its Lender Common Stock prior to 7 Business Days before such vote. (c) In order to insure that voting of the Lender Common Stock is carried out in accordance with the terms of this Voting Agreement, each of the Lenders may execute and deliver an irrevocable proxy in the form of Exhibit A attached hereto granting to the Agent the right to vote the Lender Common Stock, either by voting at a meeting of Shareholders or by executing and delivering shareholder written consents. (d) The Lenders will retain individually all other rights of a shareholder under the General Corporation Law of Delaware, including the right to receive dividends directly. 2. RESTRICTIONS ON SALE OF STOCK 22 of 27 2 (a) No Lender will sell, assign, pledge or otherwise transfer any shares of its Lender Common Stock or Lender Preferred Stock except in accordance with the terms of this Voting Agreement. (b) A Lender may sell or transfer all or a portion of its Lender Common Stock or Lender Preferred Stock at any time to an Affiliate of such Lender, another Lender or an Affiliate of another Lender subject to the terms of this Voting Agreement provided that the Agent is notified of such sale or transfer 10 Business Day before such transfer is consummated.. (c) A Lender (or its transferee subject to the foregoing subsection (b)) that otherwise desires to sell (a "Selling Lender") any shares of its Lender Common Stock or Lender Preferred Stock (the "Offered Shares") shall deliver notice (the "Seller's Notice") to the Agent at least 60 Business Days before the date of such proposed sale (the "Sale"), specifying the proposed purchaser and the terms of the Sale, including price, and whether such Sale is subject to the terms of this Voting Agreement. The Selling Lender will provide the Agent with such additional information concerning the Sale as the Agent may reasonably request. The Agent will deliver notice (the "Agent's Notice") of the Sale to the other Lenders, specifying the terms of the Sale, within 5 Business Days after receipt of the Seller's Notice. Within 30 Business Days after receipt of the Agent's Notice, each other Lender will advise the Agent whether it approves the Sale, provided that each Lender may condition its approval of the Sale upon such Lender's selling in the Sale a percentage of the Offered Shares equal to its Applicable Percentage. If Lenders which hold a majority of the Lender Common Stock and the Lender Preferred Stock, after subtracting the Selling Lender's Lender Common Stock and Lender Preferred Stock, approve the Sale, the Selling Lender may sell the Offered Shares, subject to the rights of any other Lender to sell a pro rata share of the Offered Shares as described above. (d) The certificates representing the Lender Common Stock and the Lender Preferred Stock will bear the following legend: THE SHARES EVIDENCED BY THIS CERTIFICATE ARE SUBJECT TO A VOTING AND STOCK RESTRICTION AGREEMENT DATED AS OF APRIL 1, 2000, AMONG BANK OF AMERICA, N.A., AS AGENT, AND THE FINANCIAL INSTITUTIONS PARTY TO THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT DATED AS OF APRIL 1, 2000 AMONG FIREARMS TRAINING SYSTEMS, INC., FATS, INC., THE AGENT AND SUCH FINANCIAL INSTITUTIONS. BY ACCEPTING ANY INTEREST IN THE SHARES REPRESENTED BY THIS CERTIFICATE, THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY THE PROVISIONS OF SUCH VOTING AND STOCK RESTRICTION AGREEMENT. (e) After the first anniversary of the date of execution of this Voting Agreement, the restrictions contained in this Section 2 may be modified by the affirmative vote of the Required Lenders. (f) No Restriction With Respect To Other Stock. Nothing in this Agreement or any other Loan Document shall affect or redirect the rights which any Lender may have as the holder of any shares of any class of capital stock (or in respect of any interests therein) of the Parent which is not Lender Common Stock or Lender Preferred Stock ("Other Stock"). No Lender shall be required by this Agreement or the other Loan Documents to take any action, or refrain from taking any action in respect of any Other Stock owned by it or in which it has an interest. 3. MISCELLANEOUS (a) This Voting Agreement shall be binding upon and inure to the benefit of permitted successors and assigns. This Voting Agreement constitutes the final and entire agreement among the parties with respect to the subject matter hereof, and may not be amended except in a writing signed by the parties (except as provided in Section 2(e) above. If any provision of this Voting Agreement is held to be unenforceable, the enforceability of the remaining provisions shall not be affected. This Agreement may be executed in counterparts, all of which taken together constitute 23 of 27 3 this Voting Agreement. Any notices delivered pursuant to this Voting Agreement shall be delivered in accordance with the terms of the Amended Agreement. (b) This Voting Agreement shall be construed in accordance with and governed by the laws of the State of Delaware. (c) This Voting Agreement shall terminate on April 1, 2004. 24 of 27 4 IN WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be duly executed by their respective authorized officers as of the day and year first above written. NON CENTRE ENTITIES BANK OF AMERICA, N.A., as Agent, and individually as a Lender By: /s/ Reinhard Freimuth Name: Reinhard Freimuth Title: Vice-President U.S. BANK NATIONAL ASSOCIATION By: /s/ Michael J. Porcello Name: Michael J. Porcello Title: Assistant Vice-President FIRST SOURCE FINANCIAL LLP, by First Source Financial, Inc., as Agent/Manager By: /s/ Jeffrey A. Cerny Name: Jeffrey A. Cerny Title: Senior Vice-President BHF (USA) CAPITAL CORPORATION By: /s/ Evon Contos Name: Evon Contos Title: Managing Director By: /s/ Nina Zhau Name: Nina Zhau Title: Associate 25 of 27 5 CENTRE ENTITIES, INDIVIDUALLY AND AS LENDERS CENTRE CAPITAL INVESTORS II, L.P. CENTRE CAPITAL TAX-EXEMPT INVESTORS II, L.P. CENTRE CAPITAL OFFSHORE INVESTORS II, L.P. By: Centre Partners II, L.P., as General Partner By: Centre Partners Management LLC, as Attorney-in-Fact By: /s/ Jonathan H. Kagan Managing Director CENTRE PARTNERS COINVESTMENT, L.P. By: Centre Partners II LLC, as General Partner By: /s/ Jonathan H. Kagan Managing Director 26 of 27 6 EXHIBIT A FIREARMS TRAINING SYSTEMS, INC. IRREVOCABLE PROXY The undersigned agrees to, and hereby grants to Bank of America, N.A., as Agent, an irrevocable proxy pursuant to the provisions of Section 212 of the Delaware General Corporation Law to vote, or to execute and deliver written consents or otherwise to act with respect to, all shares of Class A Common Stock of Firearms Training Systems, Inc. (the "Parent") now owned or hereafter acquired by the undersigned as fully, to the same extent and with the same effect as the undersigned could do under any applicable law or regulations governing the rights and powers of shareholders of a Delaware corporation, as provided in a Voting and Stock Restriction Agreement dated as of April 1, 2000 among the undersigned, the Agent and certain other shareholders of the Parent (the "Voting Agreement"). The undersigned hereby affirms that this proxy is given as a condition of the Voting Agreement and as such is coupled with an interest and irrevocable. THIS PROXY SHALL REMAIN IN EFFECT AND BE ENFORCEABLE AGAINST ANY TRANSFEREE OF THE STOCK OF THE UNDERSIGNED. Date:_____________________ _________________________________ Shareholder 27 of 27 -----END PRIVACY-ENHANCED MESSAGE-----