-----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, IjAKw2fh46KUctDzIa1k/KZKis8CFMERo314muB73NySyoRV3G+jMn9uqE2gVTum fWbEF9yglhzF5BzHq+90YQ== 0000897423-97-000067.txt : 19970521 0000897423-97-000067.hdr.sgml : 19970521 ACCESSION NUMBER: 0000897423-97-000067 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970520 SROS: AMEX SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARMOR HOLDINGS INC CENTRAL INDEX KEY: 0000845752 STANDARD INDUSTRIAL CLASSIFICATION: ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES [3842] IRS NUMBER: 592044869 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40512 FILM NUMBER: 97612130 BUSINESS ADDRESS: STREET 1: 13386 INTERNATIONAL PARKWAY CITY: JACKSONVILLE STATE: FL ZIP: 13386 BUSINESS PHONE: 9047414540 MAIL ADDRESS: STREET 1: 13386 INTERNATIONAL PARKWAY STREET 2: 191 NASSAU PLACE RD CITY: JACKSONVILLE STATE: FL ZIP: 13386 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN BODY ARMOR & EQUIPMENT INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RICHMONT CAPITAL PARTNERS I LP CENTRAL INDEX KEY: 0000923534 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 4300 WESTGROVE CITY: DALLAS STATE: TX ZIP: 75248 BUSINESS PHONE: 2147135000 MAIL ADDRESS: STREET 1: 4300 WESTGROVE CITY: DALLAS STATE: TX ZIP: 75248 SC 13D/A 1 ARMOR HOLDINGS, INC. SCHED. 13D, AMEND. NO.1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) ARMOR HOLDINGS, INC. (Name of Issuer) Common Stock, $.01 Par Value (Title of Class of Securities) 042260109 (CUSIP Number) Nick G. Bouras Richmont Capital Partners I, L.P. 4300 Westgrove Dallas, Texas 75248 (214) 713-5000 with copies to: Thomas W. Briggs Kelly, Hart & Hallman, P.C. 201 Main Street, Suite 2500 Fort Worth, Texas 76102 (817) 332-2500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) May 15, 1997 (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 Rule 13d-1(b)(3) or (4), check the following box / /. 1. Name of Reporting Person: Richmont Capital Partners I, L.P. 2. Check the Appropriate Box if a Member of a Group: (a)/ / (b) / / 3. SEC Use Only 4. Source of Funds: WC 5. Check box 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: 600,000(1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 600,000(1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 800,000 (1)(2) 12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares: / / 13. Percent of Class Represented by Amount in Row (11): 6.7% (3) 14. Type of Reporting Person: PN - ----------------------------------- (1) Reflects the conversion of a 5% Convertible Subordinated Note ("Note") by Richmont Capital Partners I, L.P. ("RCPI") into 600,000 shares of Common Stock on December 26, 1996. (2) Includes 200,000 shares that currently may be acquired from the Issuer upon exercise of an option covering 300,000 shares in the aggregate. The option vests in 100,000 share increments on May 15, 1996, 1997 and 1998. (3) Assumes, pursuant to Rule 13d-3(l)(i) under the Act, that there are 12,026,012 shares of Common Stock outstanding, which number includes the 200,000 shares of Common Stock that may be acquired by RCPI upon the exercise of the option described in footnote 2. Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the "Act"), the undersigned hereby amends its Schedule 13D Statement dated May 10, 1996 (the "Schedule 13D"), relating to the Common Stock, par value $.01 per share, of Armor Holdings, Inc., (formerly American Body Armor & Equipment Inc.). Unless otherwise indicated, all defined terms used herein shall have the same meaning respectively ascribed to them in the Schedule 13D. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Item 3 is hereby amended and restated in its entirety as follows: RCPI used $3,000,000 of its working capital to purchase a 5% Convertible Subordinated Note Due April 30, 2001 issued by the Issuer (the "Convertible Note"). On December 26, 1996, RCPI exercised its right to convert the Note into 600,000 shares of Common Stock. None of such funds were borrowed or otherwise obtained for the specific purpose of acquiring, handling, trading or voting the Common Stock. This amount does not include any funds that may be expended in the future by RCPI to acquire additional shares of the Common Stock upon exercise of the options reported herein. It is expected that RCPI would use working capital to exercise such options. No other Item 2 Person has expended any funds to purchase or otherwise acquire any shares of the Common Stock. Item 4. PURPOSE OF TRANSACTION. RCPI has exercised its right to convert the Note into 600,000 shares of Common Stock. RCPI will continue to evaluate its investment in the Common Stock and its option to purchase 200,000 vested shares pursuant to the Option. Each of the Item 2 Persons may buy or sell shares of the Common Stock it now owns or hereafter may acquire in the open market or otherwise on such terms and at such times as such Item 2 Person considers desirable, subject to any restrictions contained in the Purchase Agreement described in Item 6. Any decision by an Item 2 Person to increase, decrease or dispose of its position in the Common Stock or for RCPI to exercise its option to purchase shares pursuant to the Option, would be based upon factors including, but not limited to, the business of the Issuer, the price of the shares of Common Stock, the terms and conditions of the transaction, prevailing market conditions and other factors the Item 2 Person may deem material to its investment decision. Additionally, Richard Bartlett, the Chairman of Richmont Group and Managing Director of Richmont Corporation, entities affiliated with RCPI, was appointed to the Issuer's Board of Directors on May 16, 1996 pursuant to the Letter Agreement described in Item 6. Except as set forth in this Item 4, the Item 2 Persons have no present plans or proposals which may relate to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D under the Act. Item 5. INTEREST IN THE SECURITIES OF THE ISSUER. (a) RCPI The aggregate number of shares of the Common Stock that RCPI owns beneficially, pursuant to Rule 13d-3 under the Act, is 800,000, which number includes an option to purchase 200,000 shares of Common Stock, which constitutes approximately 6.7% of the 12,026,012 shares of the Common Stock outstanding deemed outstanding pursuant to Rule 13d-3(d)(1)(i). J. R. Investments Corporation ("JRIC") Because of its position as one of two general partners of RCPI, JRIC may, pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial owner of 800,000 shares of the Common Stock, which number includes an option to purchase 200,000 shares of Common Stock, which constitutes approximately 6.7% of the 12,026,012 shares of the Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i). John P. Rochon ("JPR") Because of his position as the beneficial owner of a majority of the outstanding capital stock of JRIC, JPR may, pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial owner of 800,000 shares of the Common Stock, which number includes an option to purchase 200,000 shares of Common Stock, which constitutes approximately 6.7% of the 12,026,012 shares of the Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i). NEW ARROW CORPORATION ("New Arrow") Because of its position as one of two general partners of RCPI, New Arrow may, pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial owner of 800,000 shares of the Common Stock, which number includes an option to purchase 200,000 shares of Common Stock, which constitutes approximately 6.7% of the 12,026,012 shares of the Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i). Mary Kay, Inc. ("MKI") Because of its position as the sole stockholder of New Arrow, MKI may, pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial owner of 800,000 shares of the Common Stock, which number includes an option to purchase 200,000 shares of Common Stock, which constitutes approximately 6.7% of the 12,026,012 shares of the Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i). MARY KAY HOLDING COMPANY ("Mary Kay") Because of its position as the sole stockholder of MKI, Mary Kay may, pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial owner of 800,000 shares of the Common Stock, which number includes an option to purchase 200,000 shares of Common Stock, which constitutes approximately 6.7% of the 12,026,012 shares of the Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i). RICHARD R. ROGERS ("RRR") Because of his position as the beneficial owner of a majority of the outstanding capital stock of Mary Kay, RRR may, pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial owner of 800,000 shares of the Common Stock, which number includes an option to purchase 200,000 shares of Common Stock, which constitutes approximately 6.7% of the 12,026,012 shares of the Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i). (b) RCPI Acting through its two general partners, JRIC and New Arrow, RCPI has the sole power to vote or direct the vote and to dispose or direct the disposition of 600,000 Common Shares. JRIC As one of two general partners of RCPI, JRIC has the sole power to vote or direct the vote and to dispose or to direct the disposition of 600,000 shares of Common Stock. JRP Because of his position as President and CEO of Mary Kay his beneficial ownership of a majority of the outstanding capital stock of JRIC, JPR has the sole power to vote or direct the vote and to dispose or direct the disposition of 600,000 Common Shares. New Arrow As one of two general partners of RCPI, New Arrow has the sole power to vote or direct the vote and to dispose or to direct the disposition of 600,000 shares of Common Stock. MKI As sole stockholder of New Arrow, one of two general partners to RCPI, MKI has the sole power to vote or direct the vote and to dispose of or to direct the disposition of 600,000 shares of Common Stock. Mary Kay As sole stockholder of MKI, the sole stockholder of New Arrow, one of two general partners of RCPI, Mary Kay has the sole power to vote or to direct the vote and to dispose of or to direct the disposition of 600,000 shares of Common Stock. RRR As chairman of the board of Mary Kay and majority stockholder of Mary Kay, the sole stockholder of MKI, the sole stockholder of New Arrow, one of two general partners to RCPI, RRR has the sole power to vote or direct the vote and to dispose or to direct the disposition of 600,000 shares of Common Stock. (c) During the past 60 days, none of the Item 2 persons have effected any transactions in the Common Stock. (d) - (e) Not applicable. 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. Dated this 20th day of May, 1997 RICHMONT CAPITAL PARTNERS I, L.P. By: J.R. Investments Corp., General Partner By: /s/ Nick G. Bouras Nick G. Bouras, Vice President -----END PRIVACY-ENHANCED MESSAGE-----