OMB Approval
OMB 3235-0145
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
AMERICAN BODY ARMOR & EQUIPMENT, INC.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
024635 203
(CUSIP Number)
Carol T. Burke, P. O. Box 1769, Fernandina Beach, FL 32035-1769
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 18, 1996
(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 [_].
Check the following box if a fee is being paid with the statement [_]. (A
fee is not required only if the reporting person: (1) has a previous
statement on file reporting beneficial ownership of more than five percent
of the class of securities described in Item 1; and (2) has filed no
amendment subsequent thereto reporting beneficial ownership of five
percent or less of such class.) (See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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 ("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).
Page 1 of 4 Pages
SEC 1746 (9-82)
<PAGE>
13D
CUSIP NO. 024635 203 Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jonathan M. Spiller
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING PURSUANT TO
ITEMS 2(d) or 2(e) [_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
7 SOLE VOTING POWER
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 10 SHARED DISPOSITIVE POWER
WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
14 TYPE OF REPORTING PERSON*
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
This Amendment No. 1 to Schedule 13D relates to the Schedule 13D,
dated January 26, 1996 (the "Schedule 13D") filed by Jonathan M. Spiller
in connection with the shares of common stock, par value $.03 per share
(the "Common Stock"), of American Body Armor & Equipment, Inc., a Florida
corporation (the "Company"), that are deemed to be beneficially owned by
Mr. Spiller. Capitalized terms not otherwise defined herein shall have
the same meanings as set forth in the Schedule 13D.
This Amendment No. 1 to Schedule 13D amends the Schedule 13D by
adding to the disclosure contained in Items 6 and 7 of the Schedule 13D
the following additional information.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
Pursuant to the terms of a letter agreement, dated January 18,
1996 (the "Letter Agreement"), Mr. Spiller has agreed that he will not,
directly or indirectly, without the prior written consent of Buyer, offer
to sell, sell, grant any options for the sale of, assign, transfer,
pledge, hypothecate or otherwise encumber or dispose of any shares of
Common Stock of the Company or securities convertible into, exercisable or
exchangeable for or evidencing any right to purchase or subscribe for any
shares of Common Stock of the Company or dispose of any beneficial
interest therein for a period of three years from January 18, 1996,
except as provided in such Letter Agreement, a copy of which is attached
hereto as Exhibit 1, and incorporated herein by reference as though fully
set forth herein.
Item 7. Material to be filed as Exhibits
1. Letter Agreement, dated January 18, 1996 of Jonathan M.
Spiller.
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.
Dated: February 6, 1996 /s/ Jonathan M. Spiller
Jonathan M. Spiller
EXHIBIT 1
January 18, 1996
Kanders Florida Holdings, Inc.
85 Nassau Place
Yulee, Florida 32097
Gentlemen:
The undersigned is a stockholder, director and officer of American
Body Armor & Equipment, Inc., a Florida corporation (the "Company"), and
is desirous of facilitating the proposed purchase by Kanders Florida
Holdings, Inc. (the "Purchaser") of a controlling interest in the Company.
In order to facilitate the aforesaid transaction, the undersigned
hereby agrees that the undersigned will not, directly or indirectly,
without the prior written consent of the Purchaser, offer to sell, sell,
grant any option for the sale of, assign, transfer, pledge, hypothecate or
otherwise encumber or dispose of any shares of common stock, par value
$.03 per share, of the Company (the "Common Stock") or securities
convertible into, exercisable or exchangeable for or evidencing any right
to purchase or subscribe for any shares of Common Stock (either pursuant
to Rule 144 of the Securities Act of 1933, as amended or otherwise) or
dispose of any beneficial interest therein for a period of three years
from the date hereof, subject, however, to the rights granted to the
undersigned under the Employment Agreement, dated the date hereof, between
the Company and the undersigned, to sell such securities prior to the
expiration of such three-year period.
In furtherance of the foregoing, the undersigned hereby delivers to
you in pledge all certificates representing shares of Common Stock,
options and other securities of the Company, including shares of the
Company's preferred stock, stated value $1.00 per share, that are owned by
the undersigned, to be held by you during the term herein provided.
Very truly yours,
/s/ Jonathan M. Spiller
Jonathan M. Spiller
