<PAGE> 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.
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(Name of Issuer)
Class A Common Stock
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(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)
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<PAGE> 2
CUSIP No. 318120102
--------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSONS
ING Groep NV
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(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a) ( )
(b) (x)
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(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
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(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
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<PAGE> 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
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<PAGE> 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
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(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
--------------------------------------------------------------------------------
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<PAGE> 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
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<PAGE> 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
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<PAGE> 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.
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<PAGE> 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.
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<PAGE> 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
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<PAGE> 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.
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<PAGE> 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
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<PAGE> 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
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<PAGE> 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
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<PAGE> 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
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<PAGE> 15
Schedule 1
DIRECTORS OF ING GROEP N.V.
<TABLE>
<CAPTION>
Name Position Citizenship Address
<S> <C> <C> <C>
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
</TABLE>
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<PAGE> 16
DIRECTORS OF BHF - BANK AKTIENGESELLSCHAFT
<TABLE>
<CAPTION>
Name Principal Occupation Citizenship Business Address
<S> <C> <C> <C>
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
</TABLE>
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<PAGE> 17
DIRECTOR/OFFICERS OF BHF (USA) HOLDINGS, INC.
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION CITIZENSHIP BUSINESS ADDRESS
<S> <C> <C> <C>
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
</TABLE>
DIRECTOR/OFFICERS OF BHF (USA) CAPITAL CORPORATION
<TABLE>
<CAPTION>
NAME PRINCIPAL OCCUPATION CITIZENSHIP BUSINESS ADDRESS
<S> <C> <C> <C>
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
</TABLE>
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