<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.___)*
American Body Armor & Equipment, Inc.
(Name of Issuer)
Common Stock, par value $.03 per share
(Title of Class of Securities)
024635 203
(CUSIP Number)
Warren B. Kanders
Kanders Florida Holdings, Inc.
85 Nassau Place, Yulee, Florida 32097
---------------------------------------------------------------------------
(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 /xx /. (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).
(Continued on following page(s))
Page 1 of 7 Pages
<PAGE>
13D
CUSIP No. 024635 203 Page 2 of 7 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kanders Florida Holdings, Inc.
IRS I.D. No. 58-2210921
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) /XX/
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
4,524,178 (See Item 5)
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0
OWNED BY
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 4,524,178 (See Item 5)
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,524,178 (See Item 5)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
66.3% (See Item 5)
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 3 of 7 Pages
Item 1. Security and Issuer
This Statement on Schedule 13D (the "Statement") relates
to the shares of common stock, par value $.03 per share (the
"Common Stock"), of American Body Armor & Equipment, Inc. (the
"Issuer"). The executive offices of the Issuer are located at 85
Nassau Place, Yulee, Florida 32097.
Item 2. Identity and Background
This Statement is being filed by Kanders Florida
Holdings, Inc., a Delaware corporation ("KFH"). The principal
business of KFH is that of a holding company. KFH's principal
business and principal office address are 85 Nassau Place, Yulee,
Florida 32097. KFH has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors). KFH has not, during the last five years,
been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding
been 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.
Warren B. Kanders is the President, sole director and
sole shareholder of KFH. Mr. Kanders' business address is c/o
Kanders Florida Holdings, Inc., 85 Nassau Place, Yulee, Florida
32097. Mr. Kanders' present principal occupation is that of a
private investor, and he conducts such activities through Kanders
& Company, Inc., a private investment firm, with an address at 2100
South Ocean Boulevard, Suite 302 North, Palm Beach, Florida 33480,
and through KFH, a holding company with an address at 85 Nassau
Place, Yulee, Florida 32097.
Mr. Kanders has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors). Mr. Kanders has not, during the last five
years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of
such proceeding been 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.
Mr. Kanders is a citizen of the United States.
<PAGE>
Page 4 of 7 Pages
Item 3. Source and Amount of Funds or Other Consideration
The shares of Common Stock of the Issuer acquired by KFH
were paid for out of KFH's working capital funds. KFH acquired an
aggregate of 2,880,217 shares of the Issuer's Common Stock and an
aggregate of 1,131,075 shares of the Issuer's 3% Convertible
Preferred Stock, stated value $1.00 per share (the "Preferred
Stock"), for an aggregate purchase price of $3,190,000, of which an
aggregate of $2,340,000 was paid in cash, and an aggregate of
$850,000 was paid by the delivery by KFH of a promissory note. KFH
acquired an additional 28,141 shares of the Issuer's Common Stock
at no cost.
Item 4. Purpose of Transactions.
KFH considers the shares of Common Stock and Preferred
Stock of the Issuer acquired by it (the "Shares") to be an
attractive investment at the present time and, accordingly, subject
to the conditions set forth below, currently intends to continue to
purchase or sell Shares, as appropriate, either in the open market
or in privately negotiated transactions.
KFH's primary interest is to maximize the value of its
investment in the Issuer. To this end, KFH intends continually to
review the Issuer's business affairs and financial position and
future prospects, as well as conditions in the securities markets
and general economic and industry conditions. Based on such
evaluation and review and other factors, KFH will continue to
consider various alternative courses of action and will in the
future take such actions with respect to its investment in the
Issuer as it deems appropriate in light of the circumstances
existing from time to time. Such actions may involve the purchase
of additional Shares and, alternatively, may involve the sale of
all or a portion of the Shares held by KFH in the open market or in
privately negotiated transactions to one or more purchasers.
In addition, upon consummation of the purchase of the
Shares by KFH, four of the existing directors of the Issuer
resigned, and the vacancies created thereby were filled by the
following persons: Warren B. Kanders, who was elected Chairman of
the Board of Directors, Burtt R. Ehrlich, director of the Reserve
Equity Series and the Cater Allen family of mutual funds, and
Nicholas Sokolow, a senior partner in the law firm of Sokolow,
Dunaud, Mercadier & Carreras.
<PAGE>
Page 5 of 7 Pages
KFH will seek to implement strategies for the Issuer
which will continue to grow its existing business base and actively
pursue industry consolidation through corporate acquisitions.
Except as described above, KFH does not have any plans or
proposals which relate to or would result in:
(a) The acquisition by any person of additional
securities of the Issuer, or the disposition of securities of the
Issuer;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving the Issuer or any
of its subsidiaries;
(c) A sale or transfer of a material amount of assets of
the Issuer or any of its subsidiaries;
(d) Any change in the present board of directors or
management of the Issuer, including any plans or proposals to
change the number of term of directors or to fill any existing
vacancies on the board;
(e) Any material change in the present capitalization or
dividend policy of the Issuer;
(f) Any other material change in the Issuer's business
or corporate structure including but not limited to, if the Issuer
is a registered closed-end investment company, any plans or
proposals to make any changes in its investment policy for which a
vote is required by Section 13 of the Investment Company Act of
1940.
(g) Changes in the Issuer's charter, bylaws or
instruments corresponding thereto or other actions which may impede
the acquisition of control of the Issuer by any person;
(h) Causing a class of securities of the Issuer to be
delisted from a national securities exchange or to cease to be
authorized to be quoted in an inter-dealer quotation system of a
registered national securities association;
(i) A class of equity securities of the Issuer becoming
eligible for termination of registration pursuant to Section
12(g)(4) of the Securities Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
<PAGE>
Page 6 of 7 Pages
Item 5. Interest in Securities of the Issuer
KFH is the owner of 2,908,358 shares of Common Stock and
1,131,075 shares of Preferred Stock of the Issuer. The Board of
Directors of the Issuer has determined to convert all outstanding
shares of Preferred Stock of the Issuer into Common Stock, at 110%
of the aggregate stated value of the Preferred Stock at a
conversion price of $.77. Accordingly, 1,615,820 shares of Common
Stock would be issuable to KFH upon such conversion of the
1,131,075 shares of Preferred Stock owned by KFH. The 4,524,178
shares of Common Stock of the Issuer that are owned by KFH
constitute 66.3% of the outstanding shares of Common Stock of the
Issuer, assuming conversion of all outstanding shares of Preferred
Stock of the Issuer into Common Stock as hereinabove described.
Warren B. Kanders, the President, sole director and sole
shareholder of KFH, may be deemed to be the beneficial owner of
such shares of Common Stock that are owned by KFH.
KFH has the sole power to vote or direct the vote and the
sole power to dispose or direct the disposition with respect to all
such shares of Common Stock that KFH is deemed to beneficially own.
KFH and Jonathan M. Spiller, the President, Chief
Executive Officer and a director of the Issuer, are parties to a
certain agreement, dated as of January 18, 1996, pursuant to which
KFH has granted certain beneficial ownership interests in the
shares of Common Stock of the Issuer owned by KFH to Mr. Spiller.
See Item 6 below for a more detailed description of the terms of
such agreement.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer
KFH and Jonathan M. Spiller entered into an agreement,
dated as of January 18, 1996, pursuant to which KFH granted a
beneficial ownership interest in 316,823 shares of Common Stock of
the Issuer owned by KFH. Such agreement provides that, in the
event that KFH sells at least 452,604 shares of Common Stock of the
Issuer in a single transaction, then Mr. Spiller shall have the
option to either (i) pay to KFH an amount equal to the Spiller
Acquisition Cost (as defined in such agreement), in which event Mr.
Spiller will be entitled to receive stock certificates representing
such 316,823 shares of Common Stock, or (ii) receive the net
proceeds relating to 316,823 shares of Common Stock that are the
subject of the sale by KFH, reduced by the Spiller Acquisition Cost
relating to such shares of Common Stock so sold by KFH.
<PAGE>
Page 7 of 7 Pages
In the event that KFH does not sell at least 452,604
shares of Common Stock as described above, then Mr. Spiller's
rights to the 316,823 shares of Common Stock shall vest on
January 18, 1999; provided, however, that, at such time, Mr.
Spiller is the President and Chief Executive Officer of the Issuer
and his Employment Agreement with the Issuer, dated as of
January 18, 1996, is in full force and effect and Mr. Spiller is
not in breach thereof; and, provided, further, that if
Mr. Spiller's Employment Agreement with the Issuer is terminated
due to his death or disability, or without cause, prior to
January 18, 1999, then a pro-rata portion of such 316,823 shares of
Common Stock, based upon the number of months elapsed from
January 18, 1996 in relation to 36 months, shall vest to
Mr. Spiller.
Unless sooner acquired by Mr. Spiller as hereinabove
described, Mr. Spiller shall have the right to acquire any such
vested shares of Common Stock pursuant to such agreement on
January 18, 2001 upon payment by Spiller to KFH of the Spiller
Acquisition Cost relating to such shares.
Item 7. Material to be Filed as Exhibits
1. Agreement, dated as of January 18, 1996, between KFH
and Mr. Spiller.
Signature
The undersigned, after reasonable inquiry and to the best
of its knowledge and belief, certifies that the information set
forth in this statement is true, complete and correct.
Dated: January 26, 1996
KANDERS FLORIDA HOLDINGS, INC.
By: /s/ Warren B. Kanders
---------------------------
Warren B. Kanders
President
INDEX TO EXHIBITS
99.1--Agreement between KFH and Mr. Spiller, dated as of
January 18, 1996
<PAGE>
KANDERS FLORIDA HOLDINGS, INC.
c/o Kane Kessler, P.C.
1350 Avenue of the Americas
New York, New York 10019
January 18, 1996
Mr. Jonathan M. Spiller
85 Nassau Place
Yulee, Florida 32097
Dear Jonathan:
This document, dated as of January 18, 1996, outlines
certain rights and obligations of Kanders Florida Holdings, Inc.
("KFH") and Jonathan M. Spiller ("Spiller") as of January 18, 1996.
KFH is currently the record owner of at least 4,526,038
shares (the "Common Shares") of the common stock, par value $.03
per share (the "Common Stock"), of American Body Armor & Equipment,
Inc., a Florida corporation (the "Company"), assuming conversion of
all shares of the Company's preferred stock, stated value $1.00 per
share, that are owned by KFH at a conversion price of $.77 per
share and at 110% of the stated value thereof. KFH acquired the
shares of Common Stock of the Company as of January 18, 1996.
Effective on this date, certain rights and obligations of KFH and
Spiller in, to, and affecting the Common Shares are set forth
herein, reflecting the facts that, on the date of the acquisition
thereof, KFH granted to Spiller certain beneficial ownership
interests in certain of the Common Shares otherwise acquired by
KFH, and Spiller agreed to pay to KFH, in consideration of such
grant, an amount equal to the Acquisition Cost (as hereinafter
defined) incurred by KFH with respect to the Common Shares in which
a beneficial interest is granted to Spiller (the "Spiller
Acquisition Cost"). Accordingly, the parties hereto agree as
follows:
1. COMPANY STOCK OWNERSHIP.
It is mutually acknowledged and agreed as follows:
(a) that the acquisition cost per share of the
Common Shares owned by KFH and beneficially owned by Spiller was
$.7384 per share (hereinafter the "Acquisition Cost"); and
(b) that KFH hereby grants Spiller, subject to the
terms and provisions of this Agreement, a beneficial ownership
interest in and to 7% of the Common Shares, or 316,823 shares of
<PAGE>
Mr. Jonathan M. Spiller
January 18, 1996
Page 2
Common Stock of the Company, to be effective as of January 18,
1999; provided, however, that, at such time, Spiller is the
President and Chief Executive Officer of the Company, and Spiller's
Employment Agreement with the Company, dated as of the date hereof,
is in full force and effect, and Spiller is not in breach thereof;
and provided, further, that if Spiller's Employment Agreement with
the Company is terminated pursuant to Sections 10(a), (b) or (d)
thereof prior to January 18, 1999, then a pro-rata portion of 7% of
the Common Shares, based upon the number of months elapsed under
this Agreement in relation to 36 months, shall vest to Spiller on
January 18, 1999, and shall be subject to the terms of this
Agreement. Spiller expressly acknowledges and agrees that no
interest is hereby granted by KFH to Spiller in or to any shares of
Common Stock or other equity interests, or in or to any securities
convertible into or exchangeable for shares of Common Stock of the
Company that may be acquired by KFH or Warren B. Kanders
individually, or any entity controlled by Warren B. Kanders, after
the date hereof. Spiller further expressly acknowledges and agrees
that Spiller has no interest in any of such Common Shares from the
date hereof until January 18, 1999, subject to the provisos
contained in the first sentence of this paragraph 1(b), except as
provided in paragraph 4(b) hereof.
2. KFH'S COMMON SHARES.
KFH represents and warrants, and Spiller
acknowledges, as follows:
(a) 900,000 shares of Common Stock of the Company
owned by KFH are subject to a pledge agreement with Springs
Industries, Inc. and such number of shares of Common Stock are
subject to adjustment pursuant to the terms of such pledge
agreement; and
(b) To KFH's knowledge, the Common Shares owned by
KFH are otherwise unencumbered, except for the beneficial interest
in the Common Shares which KFH has hereby granted to Spiller
pursuant to paragraph 1(c) hereof.
3. DISPOSITION OF COMPANY STOCK.
(a) KFH agrees that within six (6) months of the
date hereof, Spiller shall be permitted to sell, solely in
<PAGE>
Mr. Jonathan M. Spiller
January 18, 1996
Page 3
compliance with applicable laws, rules and regulations, such number
of shares of Common Stock of the Company owned of record by Spiller
as will result in gross proceeds to Spiller from such sale of
$150,000. KFH agrees to use its best reasonable efforts to cause
the Company to issue to Spiller non-qualified stock options to
purchase 50,000 shares of Common Stock, subject to reduction so
that Spiller shall have the right to purchase such number of shares
of Common Stock as are equal to the number of shares of Common
Stock that are sold by Spiller as set forth in this paragraph 3(a),
at an exercise price of $1.00 per share of Common Stock. Spiller
agrees that the timing of such sale will be coordinated in advance
with KFH, but shall be no later than six (6) months from the date
hereof.
(b) If KFH intends to sell in a single transaction
ten percent (10%) or more of the Common Shares owned by KFH, notice
of such intention (the "Sale Notice") shall be given by KFH to
Spiller not later than fifteen (15) days prior to the intended sale
date.
4. PAYMENT OF THE SPILLER ACQUISITION COST.
(a) Upon payment by Spiller to KFH of the Spiller
Acquisition Cost, other than in the case of clause (y) of paragraph
4(b) below, KFH shall cause to be issued to Spiller a stock
certificate for the shares of Common Stock that are the subject of
such payment, with such legends and other provisions as are
required by law. Spiller's payment of the Spiller Acquisition Cost
to KFH may be made at any time, but in no event later than as
provided herein.
(b) Upon KFH's giving a Sale Notice to Spiller as
a party hereto, Spiller shall elect, by giving written notice to
KFH within five (5) days of the Sale Notice, to either (x) pay to
KFH an amount equal to the Spiller Acquisition Cost, or (y) receive
the net proceeds relating to 7% of the Common Shares so sold by
KFH, reduced by the Spiller Acquisition Cost relating to such
Common Shares. In the event that Spiller elects to proceed under
clause (y) described above, then Spiller shall not be entitled to
receive any stock certificates representing such Common Shares, and
shall be deemed to have sold such Common Shares. In the case of
clause (x) above, the full amount of such Spiller Acquisition Cost
shall be paid to KFH not later than the date of the intended sale
<PAGE>
Mr. Jonathan M. Spiller
January 18, 1996
Page 4
or, if later, the date that is the fifteenth (15th) day after the
Sale Notice is given by KFH to Spiller.
(c) If no Sale Notice is provided by KFH to Spiller
on or before January 18, 2001, Spiller shall pay to KFH an amount
equal to the Spiller Acquisition Cost. The full amount of such
Spiller Acquisition Cost shall be paid to KFH not later than
February 18, 2001.
(d) The amount payable by Spiller to KFH shall
equal the Spiller Acquisition Cost as set forth herein without
regard to the price to be paid by the purchaser for any share of
Common Stock of the Company pursuant to a sale giving rise to a
Sale Notice and without regard to any otherwise determined value of
a share of Common Stock of the Company upon any such sale on any
date prior to and including January 18, 2001. In addition, the
Spiller Acquisition Cost shall also include an interest factor of
8% per annum, compounded monthly, on the amount of the Spiller
Acquisition Cost, from the date hereof through and including any
payment date of the Spiller Acquisition Cost, which shall be due
and payable simultaneously with the payment of the Spiller
Acquisition Cost.
5. MISCELLANEOUS.
(a) The number of the Common Shares in which
Spiller has a beneficial interest as herein set forth shall be
adjusted to properly reflect the rights granted to Spiller
hereunder in the event that the Company is affected by
recapitalization, reorganization, reclassification, or a like
event.
(b) Except as set forth in subdivision (c) of this
paragraph 5, Spiller does not have the right to assign this
Agreement or the rights or benefits hereunder.
(c) This Agreement shall be binding upon and inure
to the benefit of the parties hereto and their respective heirs,
trustees, legal representatives, administrators, executors,
successors, and permitted assigns.
(d) All notices, requests, demands and other
communications under this Agreement shall be in writing and shall
<PAGE>
Mr. Jonathan M. Spiller
January 18, 1996
Page 5
be deemed to have been given when mailed in any United States post
office enclosed in a registered or certified postage prepaid
envelope and addressed to the addresses first set forth above, or
to such other address as any party may specify by notice to other
party given in the manner provided for herein.
(e) This Agreement is made and executed and shall
be governed by the laws of the State of New York.
(f) The parties shall deliver any and all other
instruments or documents required to be delivered pursuant to, or
necessary or proper in order to give effect to, all of the terms
and provisions of this Agreement including, without limitation, all
necessary stock powers and such other instruments of transfer as
may be necessary or desirable to transfer ownership of the Company
Shares, and any filings required under any law or regulation.
The signature of a party to this Agreement represents the
party's assent to the Agreement and the terms hereof.
Very truly yours,
KANDERS FLORIDA HOLDINGS, INC.
By: /s/ WARREN B. KANDERS
------------------------------
Warren B. Kanders
President
ACCEPTED AND AGREED TO:
/s/ JONATHAN M. SPILLER
- --------------------------
Jonathan M. Spiller
