<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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AMENDMENT NO. 1
TO
SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(B)(C), AND (D) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13D-2(B)
(AMENDMENT NO. 1)
FIREARMS TRAINING SYSTEMS, INC.
-------------------------------
(Name of Issuer)
CLASS A COMMON STOCK, $.000006 par value
----------------------------------------
(Title of Class of Securities)
318120-10-2
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
<PAGE> 2
CUSIP NO. 318120-10-2 13G PAGE 2 OF 13
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1. NAMES OF REPORTING PERSONS CENTRE PARTNERS II LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
13-386-6629
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER
14,105,392
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
14,105,392
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,105,392
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
59.6% See Item 4
12. TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 3
CUSIP NO. 318120-10-2 13G PAGE 3 OF 13
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1. NAMES OF REPORTING PERSONS CENTRE CAPITAL INVESTORS II, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
13-386-6796
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER
9,261,786
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
9,261,786
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
9,261,786
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
41.8% See Item 4
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 4
CUSIP NO. 318120-10-2 13G PAGE 4 OF 13
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1. NAMES OF REPORTING PERSONS CENTRE PARTNERS COINVESTMENT, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
13-386-6622
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER
1,350,024
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,350,024
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,350,024
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.9% See Item 4
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 5
CUSIP NO. 318120-10-2 13G PAGE 5 OF 13
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1. NAMES OF REPORTING PERSONS CENTRE CAPITAL TAX-EXEMPT INVESTORS
II, L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
13-387-6593
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER
1,035,363
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,035,363
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,035,363
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.3% See Item 4
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 6
CUSIP NO. 318120-10-2 13G PAGE 6 OF 13
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1. NAMES OF REPORTING PERSONS CENTRE CAPITAL OFFSHORE INVESTORS II,
L.P.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
13-388-2505
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
BERMUDA
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER
1,835,291
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
1,835,291
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,835,291
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
9.3% See Item 4
12. TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 7
CUSIP NO. 318120-10-2 13G PAGE 7 OF 13
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1. NAMES OF REPORTING PERSONS CENTRE PARTNERS MANAGEMENT LLC
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
13-386-6630
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3. SEC USE ONLY
4. CITIZENSHIP OR PLACE OF ORGANIZATION
DELAWARE
NUMBER OF 5. SOLE VOTING POWER
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
6. SHARED VOTING POWER
12,239,140
7. SOLE DISPOSITIVE POWER
0
8. SHARED DISPOSITIVE POWER
12,239,140
9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,239,140
10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES* [ ]
11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
52.6% See Item 4
12. TYPE OF REPORTING PERSON*
00
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE> 8
CUSIP NO. 318120-10-2 13G PAGE 8 OF 13
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ITEM 1(A). NAME OF ISSUER:
Firearms Training Systems, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
7340 McGinnis Ferry Road,
Suwanee, Georgia 30174
ITEM 2(A). NAME OF PERSON FILING:
Centre Partners II LLC
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
30 Rockefeller Plaza
New York, New York 10020
ITEM 2(C). CITIZENSHIP:
Delaware
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Class A Common Stock, par value $.000006
ITEM 2(E). CUSIP NUMBER:
318120-10-2
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR
13D-2(B), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under Section 15 of the Act,
(b) [ ] Bank as defined in Section 3(a)(6) of the Act,
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act,
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act,
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940,
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CUSIP NO. 318120-10-2 13G PAGE 9 OF 13
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(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see 13d-1(b) (1) (ii) (F),
(g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b) (ii)
(G), see Item 7,
(h) [ ] Group, in accordance with Rule 13-1(b) (1) (ii) (H).
ITEM 4. OWNERSHIP
See the responses to Items 5-9 and 11 on each of pages 2-7 hereof for
ownership information with respect to each reporting person.
Centre Partners II LLC ("Centre Partners") is the general partner of
Centre Partners Coinvestment, L.P. and the General partner of the general
partner of Centre Capital Investors II, L.P., Centre Capital Tax-exempt
Investors II, L.P. and Centre Capital Offshore Investors II, L.P., which are the
holders of record of the following amounts:
<TABLE>
<CAPTION>
Class A Class B
Common Stock Common Stock Warrants
------------ ------------ --------
<S> <C> <C> <C>
Centre Partners Coinvestment, L.P. 903,016 171,945 275,063
Centre Capital Investors II, L.P. 6,104,451 1,162,360 1,994,975
Centre Capital Tax-exempt Investors II, L.P. 682,428 129,942 222,993
Centre Capital Offshore Investors II, L.P. 1,209,596 230,322 395,373
-------- --------- ---------
TOTAL 8,899,491 1,694,569 2,888,404
</TABLE>
Shares of Class B Common Stock are non-voting but are convertible at
any time for shares of voting Class A Common Stock. Warrants represent the right
to purchase share of Class B. Common Stock at any time until November 13, 2003
at a purchase price of $1.03125 per share. The reporting entities are bound by
an agreement by which they have agreed not to convert Class B Common Stock for
Class A Common Stock if as a result of such conversion, the reporting entities
would hold, of record or beneficially with power to vote, more than 50% of the
shares of Class A Common Stock outstanding immediately following the conversion
unless concurrently with such conversion the shares of Class A Common Stock are
transferred to an unaffiliated person.
In addition, pursuant to certain co-investment arrangements, Centre
Partners has been delegated voting and dispositive power with respect to an
additional 571,181 shares of Class A Common Stock and 51,746 warrants. Thus,
Centre Partners may be deemed to beneficially own and have voting and
dispositive power over a total of 14,105,392 shares.
Pursuant to a Management Agreement, Centre Partners Management LLC
("Centre Management") has been delegated voting and dispositive power with
respect to shares owned by Centre
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CUSIP NO. 318120-10-2 13G PAGE 10 OF 13
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Capital Investors II, L.P., Centre Capital Offshore Investors II, L.P. and
Centre Capital Tax-exempt Investors II, L.P., which are the holders of record of
the following amounts:
<TABLE>
<CAPTION>
Class A Class B
Common Stock Common Stock Warrants
------------ ------------ --------
<S> <C> <C> <C>
Centre Capital Investors II, L.P. 6,104,451 1,162,360 1,994,975
Centre Capital Tax-exempt Investors II, L.P. 682,428 129,942 222,993
Centre Capital Offshore Investors II, L.P. 1,209,596 230,322 395,373
---------- --------- --------
TOTAL 7,996,475 1,522,624 2,613,341
</TABLE>
Thus, Centre Management has been delegated voting and dispositive power
with respect to a total of 12,132,244 shares. In addition, Centre Management
beneficially owns options to purchase 106,700 share of Class B Common Stock for
$1.03125 per share which become exercisable in equal quarterly installments of
26,675 share on each of December 31, 1998, March 31, 1999, June 30, 1999, and
September 30, 1999 so long as certain representative of Centre Management remain
as directors of the Company and remain exercisable thereafter until November 11,
2005.
The Managing Directors of each of Centre Partners and Centre Management
are Messrs. Jonathan H. Kagan, Lester Pollack, Bruce G. Pollack, David Golub,
Paul Zepf, and Robert A. Bergmann. The business address for each of them is c/o
Centre Partners Management LLC, 30 Rockefeller Plaza, New York, New York 10020
and each is a citizen of the United States.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
This group has filed this Amendment to Schedule 13G pursuant to Rule
13d-1(c) and the identity of each member of the group is stated in
Exhibit B attached hereto.
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable
ITEM 10. CERTIFICATION.
Not applicable
<PAGE> 11
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: February 12, 1999
CENTRE PARTNERS II LLC
By: /s/ JONATHAN H. KAGAN
---------------------------------
Jonathan H. Kagan,
Managing Director
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 its
General Partner
By: Centre Partners Management LLC, as
attorney-in-fact
By: /s/ JONATHAN H. KAGAN
---------------------------------
Jonathan H. Kagan,
Managing Director
CENTRE PARTNERS COINVESTMENT II, L.P.
By: Centre Partners II, LLC., as its General
Partner
By: /s/ JONATHAN H. KAGAN
---------------------------------
Jonathan H. Kagan,
Managing Director
CENTRE PARTNERS MANAGEMENT LLC
By: /s/ JONATHAN H. KAGAN
---------------------------------
Jonathan H. Kagan,
Managing Director
<PAGE> 12
EXHIBIT A
AGREEMENT REGARDING JOINT FILING
The undersigned hereby agree and consent to the joint filing
on their behalf of this Amendment to Schedule 13G in connection with their
beneficial ownership of the Class A Common Stock of Firearms Training Systems,
Inc.
Dated: February 12, 1999 CENTRE PARTNERS II LLC
By:/s/ JONATHAN H. KAGAN
--------------------------------
Jonathan H. Kagan,
Managing Director
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 its
General Partner
By: Centre Partners Management LLC, as
attorney-in-fact
By:/s/ JONATHAN H. KAGAN
--------------------------------
Jonathan H. Kagan,
Managing Director
CENTRE PARTNERS COINVESTMENT II, L.P.
By: Centre Partners II, LLC., as its
General Partner
By:/s/ JONATHAN H. KAGAN
--------------------------------
Jonathan H. Kagan,
Managing Director
CENTRE PARTNERS MANAGEMENT LLC
By:/s/ JONATHAN H. KAGAN
--------------------------------
Jonathan H. Kagan,
Managing Director
<PAGE> 13
EXHIBIT B
IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
This exhibit is filed in response to Item 8.
1. Centre Partners II LLC
30 Rockefeller Plaza
New York, New York 10020
2. Centre Capital Investors II, L.P.
30 Rockefeller Plaza
New York, New York 10020
3. Centre Partners Coinvestment, L.P.
30 Rockefeller Plaza
New York, New York 10020
4. Centre Capital Tax-exempt Investors II, L.P.
30 Rockefeller Plaza
New York, New York 10020
5. Centre Capital Offshore Investors II, L.P.
c/o Reid Management Limited
Cedar House
41 Cedar House
Hamilton, Bermuda HM12
6. Centre Partners Management LLC
30 Rockefeller Plaza
New York, New York 10020
