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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ________)*
Firearms Training Systems, Inc.
________________________________________________________________________________
(Name of Issuer)
Class A Common Stock
________________________________________________________________________________
(Title of Class of Securities)
318120102
________________________________________________________________________________
(CUSIP Number)
Lee R. Mitau, Esq.
Executive Vice President and General Counsel
U.S. Bank National Association
U.S. Bank Place
601 Second Avenue South, Minneapolis, Minnesota, 55402-4302
(612) 973-0363
________________________________________________________________________________
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
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 that 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. [ ]
NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See
Section 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934
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("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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CUSIP NO. 318120102 13D PAGE ___ OF ___ PAGES
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1. Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only).
U.S. Bank National Association 41-0417860
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b) | |
3. SEC Use Only
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4. Source of Funds (See Instructions).
00-Subject shares have been acquired in partial satisfaction
of restructured loans.
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5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e). N/A
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6. Citizenship or Place of Organization. National Banking Association
Number of 7. Sole Voting Power. 4,260,375
Shares
Beneficially -----------------------------------------------------------------------------------------------
Owned by 8. Shared Voting Power. 0
Each -----------------------------------------------------------------------------------------------
Reporting 9. Sole Dispositive Power. 4,260,375
Person With -----------------------------------------------------------------------------------------------
10. Shared Dispositive Power. 0
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11. Aggregate Amount Beneficially Owned by Each Reporting Person. 4,260,375
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12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions). N/A
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13. Percent of Class Represented by Amount in Row (11). 6.20%
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14. Type of Reporting Person (See Instructions). BK
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ITEM
1. Security and Issuer
Class A Common Stock. Firearms Training Systems, Inc., 7340 McGinnis Ferry
Road, Suwanee, Georgia 30174
ITEM
2. Identity and Background
(a) Name of Person Filing:
U.S. Bank National Association (U.S. Bank)
(b) Address of Principal Business Office:
U.S. Bank Place
601 Second Avenue South
Minneapolis, Minnesota 55402-4302
(c) Principal Business:
National banking association
The name, business address, present principal occupation or
employment and citizenship of each director and executive
officer of U.S. Bank are set forth in Annex A hereto and are
incorporated herein by reference.
(d) Criminal Proceedings:
During the last five years, neither U.S. Bank nor any
executive officer or director of U.S. Bank has been
convicted in a criminal proceeding (excluding traffic
violations and similar misdemeanors).
(e) Civil Proceedings:
During the last five years, neither U.S. Bank nor any
executive officer or director of U.S. Bank has been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in
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 violation with respect to such laws
(f) Place of Organization:
National banking association
ITEM
3. Source and Amount of Funds or Other Consideration
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The subject shares have been acquired in partial satisfaction of restructured
loans made by the person filing this statement.
ITEM
4. Purpose of Transaction
The purpose of the acquisition of securities of the issuer is described in Item
3 above.
RESTRUCTURE TRANSACTION
On August 25, 2000, Firearms Training Systems, Inc. (FATS), its lenders
and a substantial shareholder completed a restructuring transaction with
retroactive effect to April 1, 2000 which significantly reduced FATS'
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 of
March 31, 2000, made to FATS.
In connection with the restructuring, FATS 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 FATS' 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
FATS' 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 has been declared and paid. This new
preferred stock must be redeemed by FATS when junior secured debt is
repaid.
- Approximately 49 million additional shares of Class A Voting Common
Stock (the "Class A 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, FATS' senior lenders have the power to vote a majority
of FATS' voting common stock.
- Warrants to purchase 2,000,000 shares of Class A Common Stock 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 Class A Common Stock 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.
Certain of the securities described above were issued to a substantial
shareholder.
CHANGE OF CONTROL
In connection with the restructure, 40,235,548 shares of Class A Common
Stock constituting 58.53% of the
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Class A Common Stock were issued to the lenders under FATS' senior credit
agreement as partial consideration of the exchange by the lenders of FATS'
senior indebtedness at March 31,2000. Information regarding the shares of
Class A Common Stock owned by certain of the lenders is set forth below:
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(1) CLASS A VOTING (2) NAME OF BENEFICIAL (3) NUMBER OF SHARES (4) PERCENT
COMMON STOCK OWNER BENEFICIALLY OWNED OF CLASS
<S> <C> <C> <C>
Class A Voting Bank of America 12,307,203 shares 17.90%
Common Stock
Class A Voting BHF Capital Corp. 7,100,391 shares 10.33%
Common Stock
Class A Voting U.S. Bank National 4,260,375 shares 6.20%
Common Stock Association
Class A Voting First Source Financial 9,467,188 shares 13.77%
Common Stock LLP
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All of the foregoing shares 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 FATS 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 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 FATS pursuant to FATS' senior credit
agreement.
ITEM
5. Interest in Securities of the Issuer
(a) See Items 11 and 13 of the cover page. U.S. Bank is a wholly
owned subsidiary of U.S. Bancorp, a Delaware corporation. U.S.
Bancorp may also be deemed to beneficially own shares of Common
Stock held in client accounts with respect to which U.S. Bancorp
Piper Jaffray Inc., an indirect wholly owned subsidiary of U.S.
Bancorp ("Piper"), or employees of Piper have voting or
investment discretion, or both ("Managed Accounts"). U.S. Bancorp
and Piper disclaim beneficial ownership of the shares of Common
Stock held in Managed Accounts. U.S. Bancorp and Piper may also
be deemed to beneficially own from time to time shares of Common
Stock acquired in ordinary course trading and market-making
activities by Piper.
(b) See Items 7 through 10 of the cover page. Other than those shares
held by Piper in ordinary course trading and market-making
activities, U.S. Bank has sole voting and dispositive power as
to the shares of Convertible Preferred Stock and the shares of
Common Stock that are described above in paragraph (a).
(c) Reference is made to the information disclosed under Item 4 of
this Schedule 13D, and such information is incorporated herein by
reference in response to this Item. Except for the transactions
to which this amended Schedule 13D relates and those shares
bought or sold by Piper in ordinary course trading and
market-making activities, neither U.S. Bancorp nor, to the best
knowledge of U.S. Bank,
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any of U.S. Bank's executive officers or directors has
effected any transaction in the shares of the Issuer's Common
Stock during the past sixty (60) days.
(d) N/A
(e) N/A
ITEM
6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
Reference is made to the information disclosed under Item 4 of this Schedule
13D, and such information is incorporated herein by reference in response to
this Item. In addition to such information, the following contracts,
arrangements, understandings or relationships are reported hereunder.
ITEM 7. Material to Be Filed as Exhibits
Exhibit 7(1). August 25, 2000 Letter Agreement.
Exhibit 7(2). Voting and Stock Restriction Agreement.
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.
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Date: September 5, 2000
/s/ James L. Chosy
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Signature
James L. Chosy, Vice President, Associate General Counsel and Secretary
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Name/Title
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ANNEX A
IDENTITY AND BACKGROUND
The following table sets forth the names, addresses and principal occupations of
the executive officers and directors of U.S. Bancorp. Except as set forth below,
the principal business address of each such director and executive officer is
the address of U.S. Bank National Association, U.S. Bank Place, 601 Second
Avenue South, Minneapolis, Minnesota, 55402-4302. Each of such directors and
executive officers is a citizen of the United States.
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Name and Principal Business Address Occupation
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John F. Grundhofer Director; Chairman of the Board, President
and Chief Executive Officer of U.S. Bancorp
Patricia T. Bauer Executive Vice President and
Chief Privacy Officer of U.S. Bancorp
Andrew Cecere Director; Chief Financial Officer and
Vice Chairman of U.S. Bank
Andrew S. Duff Vice Chairman of U.S. Bank, Wealth
Management and Capital Markets
R. Todd Firebaugh Executive Vice President
Corporate Management Office of U.S. Bancorp
Daniel J. Frate Director; Vice Chairman of U.S. Bank
President of Payment Systems
J. Robert Hoffmann Director; Executive Vice President
Chief Credit Officer
Peter G. Michielutti Executive Vice President
Information Systems of U.S. Bancorp
Lee R. Mitau Director; Executive Vice President -
Corporate Development and
General Counsel of U.S. Bancorp
Daniel M. Quinn Vice Chairman of U.S. Bank
Commercial Banking
Daniel C. Rohr Director; Vice Chairman of U.S. Bank
Corporate Banking
Robert H. Sayre Executive Vice President, Human
Resources of U.S. Bancorp
Kent V. Stone Executive Vice President Branch Channel
of U.S. Bancorp
Daniel W. Yohannes Vice Chairman of U.S. Bank, Consumer Banking
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