-----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, VIHh3puhw6yYjc3nNA1Qt4qxGo2AzqpvTkO6EwPJ55CgfKZEXvh5GBn7lFcrOj2j VWVjoOFOfGRWSxtJW9vBpw== 0000897423-97-000106.txt : 19970805 0000897423-97-000106.hdr.sgml : 19970805 ACCESSION NUMBER: 0000897423-97-000106 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19970804 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: 97650899 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.2 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D Under the Securities Exchange Act of 1934 (Amendment No. 2) 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) July 29, 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: 525,000(1) Number of Shares Beneficially 8. Shared Voting Power: -0- Owned By Each Reporting 9. Sole Dispositive Power: 525,000(1) Person With 10. Shared Dispositive Power: -0- 11. Aggregate Amount Beneficially Owned by Each Reporting Person: 725,000 (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): 4.5% (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 15,984,407 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 as amended by Amendment No. 1 dated May 20, 1997, (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 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended by adding at the end thereof the following: In connection with the Company's recent public offering, RCPI agreed, subject to certain exceptions, that it will not offer, sell or otherwise dispose of any of the shares of Common Stock, or any securities convertible into or exercisable for Common Stock, owned by it for a period of 180 days after the July 25, 1997 date of the related Prospectus without the prior written consent of Dillon, Read & Co. Inc., as representative of the underwriters for the offering. A copy of this Lockup Agreement is attached hereto as Exhibit 10.4. 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 725,000, which number includes an option to purchase 200,000 shares of Common Stock, which constitutes approximately 4.5% of the 15,984,407 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 725,000 shares of the Common Stock, which number includes an option to purchase 200,000 shares of Common Stock, which constitutes approximately 4.5% of the 15,984,407 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 725,000 shares of the Common Stock, which number includes an option to purchase 200,000 shares of Common Stock, which constitutes approximately 4.5% of the 15,984,407 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 725,000 shares of the Common Stock, which number includes an option to purchase 200,000 shares of Common Stock, which constitutes approximately 4.5% of the 15,984,407 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 725,000 shares of the Common Stock, which number includes an option to purchase 200,000 shares of Common Stock, which constitutes approximately 4.5% of the 15,984,407 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 725,000 shares of the Common Stock, which number includes an option to purchase 200,000 shares of Common Stock, which constitutes approximately 4.5% of the 15,984,407 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 725,000 shares of the Common Stock, which number includes an option to purchase 200,000 shares of Common Stock, which constitutes approximately 4.5% of the 15,984,407 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 525,000 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 525,000 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 525,000 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 525,000 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 525,000 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 525,000 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 525,000 shares of Common Stock. (c) During the past 60 days, RCPI sold shares of the Stock on the American Stock Exchange, as follows: Person/Entity Date No. of Shares Sold Price Per Share RCPI 7-29-97 75,000 9.52 These shares of the Stock were sold pursuant to the exercise of the over- allotment option granted by RCPI to the underwriters of the Issuer's public offering of common stock referenced in paragraph (e) below. (e) RCPI ceased to be the beneficial owner of more than 5% of the Stock as a result of a public offering by the Company pursuant to the prospectus dated July 25, 1997 and as a result of the sale of the common stock reported in paragraph (c) above. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended by adding at the end thereof the following: In connection with the Company's recent public offering, RCPI agreed, subject to certain exceptions, that it will not offer, sell or otherwise dispose of any of the shares of Common Stock, or any securities convertible into or exercisable for Common Stock, owned by it for a period of 180 days after the July 25, 1997 date of the related Prospectus without the prior written consent of Dillon, Read & Co. Inc., as representative of the underwriters for the offering. A copy of this Lockup Agreement is attached hereto as Exhibit 10.4. Except as set forth herein or in the Exhibits to be filed herewith, there are no contracts, arrangements, understandings or relationships with respect to the shares of the Stock owned by the Reporting Persons. Item 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 10.4 Lockup Agreement executed by RCPI on July 25, 1997. 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 4th day of August, 1997 RICHMONT CAPITAL PARTNERS I, L.P. By: J.R. Investments Corp., General Partner By: /s/ Nick G. Bouras Nick G. Bouras, Vice President EXHIBIT INDEX EXHIBIT DESCRIPTION 10.4 Lockup Agreement executed by RCPI on July 25, 1997 EX-10.4 2 LOCKUP AGREEMENT July 25, 1997 Armor Holdings, Inc. 13386 International Parkway Jacksonville, Florida 32218 Dillon, Read & Co. Inc. 535 Madison Avenue New York, New York 10022 Ladies and Gentlemen: The undersigned, an executive officer, director or stockholder of Armor Holdings, Inc., a Delaware corporation (the "Company"), understands and agrees as follows: 1. The Company has filed a registration statement on Form S-1 (the "Registration Statement") under the Securities Act of 1933, as amended, with the Securities and Exchange Commission, which Registration Statement contemplates the public offering of common stock, par value $0.01 per share (the "Common Stock") of the Company. 2. After consultation, the Company, the undersigned and Dillon, Read & Co. Inc., Equitable Securities Corporation and Stephens Inc., acting as Representatives of the Underwriters (the "Underwriters") for the proposed public offering, have agreed that any significant sales by the officers, directors and significant stockholders of the Company within the 180-day period after the date of the effectiveness of the Registration Statement could have an adverse affect on the market price for the Common Stock, and that the public to whom the Common Stock are being offered should be protected for a reasonable time from the impact of such sales. 3. It is in the best interests of the Company and of all stockholders of the Company to have a successful public offering and stable and orderly public market thereafter. Therefore, in order to induce the Company and the Underwriters to proceed with the proposed public offering, the undersigned will not, directly or indirectly, offer, sell, contract to sell, make subject to any purchase option or otherwise dispose of or cause the disposition of any shares of Common Stock, or any securities convertible into or exercisable or exchangeable for shares of Common Stock, prior to the expiration of 180 days from the date of the effectiveness of the Registration Statement, without the prior written consent of Dillon, Read & Co. Inc., except for distributions of shares of Common Stock to the undersigned's partners or by transfer to any affiliate of the undersigned so long as such transferee executes a copy of this letter and becomes bound thereby. The agreement provided for herein shall be effective only if the proposed public offering takes place on or prior to August 31, 1997. RICHMONT CAPITAL PARTNERS I, L.P. By: /s/ Nick G. Bouras Nick G. Bouras Vice President -----END PRIVACY-ENHANCED MESSAGE-----