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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. 2)*
ARMOR HOLDINGS, INC.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
042260109
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(CUSIP Number)
Jonathan M. Spiller
Armor Holdings, Inc.
13386 International Parkway, Jacksonville, Florida 32218
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
July 30, 1997
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(Date of Event which Requires Filing of this Statement)
If this 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 owenrship of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filled
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).
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SCHEDULE 13D
CUSIP No. 04226019 Page 2 of 9 Pages
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
Jonathan M. Spiller
SSN: ###-##-####
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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
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4. SOURCES OF FUNDS
Not applicable.
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
U.K
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7. SOLE VOTING POWER *Includes options exercisable
NUMBER OF within 60 days to purchase
UNITS 646,664* 474,000 shares
BENEFICIALLY -------------------------------------------------------
OWNED BY 8. SHARED VOTING POWER
EACH
REPORTING 0
PERSON WITH -------------------------------------------------------
9. SOLE DISPOSITIVE POWER *Includes options exercisable
within 60 days to purchase
646,664* 474,000 shares
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10. SHARED DISPOSITIVE POWER
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
646,664* *Includes options exercisable within 60 days to
purchase 474,000 shares.
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
[X]
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
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14. TYPE OF REPORTING PERSON
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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This Amendment No. 2 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 $.01 per share (the
"Common Stock"), of Armor Holdings, Inc., a Delaware corporation (the
"Issuer").
This Amendment No. 2 to Schedule 13D amends the Schedule
13D, as amended by Amendment No. 1 thereto dated February 6, 1996,
by further amending the disclosures contained in Items 1, 5 and 6.
ITEM 1. SECURITY AND ISSUER
Paragraph 1 of Item 1 of the Schedule 13D is hereby deleted
in its entirety and the following is substituted in lieu thereof:
This Statement on Schedule 13D (the "Statement") relates to
the shares of Common Stock, par value $.01 per share (the "Common Stock"), of
Armor Holdings, Inc. (the "Issuer"). The executive offices of the Issuer are
located at 13386 International Parkway, Jacksonville, Florida 32218.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
Paragraph (a) and (b) of Item 5 of the Schedule 13D is hereby
deleted in its entirety and the following is substituted in lieu thereof:
Mr. Spiller is the beneficial owner of 646,664 shares of
Common Stock. The 646,664 shares of Common Stock beneficially owned by Mr.
Spiller include options exercisable within 60 days to purchase 474,000 shares.
The 646,664 shares of Common Stock of the Issuer that are beneficially owned by
Mr. Spiller constitute approximately 4.0% of the outstanding shares of Common
Stock of the Issuer. In addition, 43,541 shares of Common Stock are owned by
Mr. Spiller's minor children. As custodian for his children, Mr. Spiller has
the power to vote or direct the vote and to dispose or direct the disposition
of the shares of Common Stock owned by such children. In his capacity as
custodian for his minor children, Mr. Spiller may be deemed to be the
beneficial owner of the shares of Common Stock that are owned by such children.
Mr. Spiller disclaims beneficial ownership of the shares of Common Stock owned
by such children. The 690,205 shares of Common Stock collectively owned by Mr.
Spiller and his minor children constitute approximately 4.2% of the outstanding
shares of Common Stock of the Issuer.
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Item 5 of the Schedule 13D is hereby amended by deleting
Paragraph (d) thereof in its entirety and by substituting the following in lieu
thereof:
Any dividends payable on the 646,664 shares of Common Stock
beneficially owned by Mr. Spiller individually, and any proceeds from the sale
of such shares, will be paid to Mr. Spiller. Any dividends payable on the
43,541 shares of Common Stock owned by Mr. Spiller's minor children, which may
be deemed to be beneficially owned by Mr. Spiller, and any proceeds from the
sale of such shares, will be paid to Mr. Spiller in his capacity as custodian
for his minor children. No other persons have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of the
shares owned by Mr. Spiller and his minor children.
Item 5 of the Schedule 13D is hereby amended by deleting
Paragraph (e) in its entirety and by substituting the following in lieu
thereof:
On July 30, 1997, as a result of the Offering (as hereinafter
defined), Mr. Spiller ceased to be the beneficial owner of more than 5% of
the outstanding Common Stock of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER
Item 6 of the Schedule 13D is hereby amended by adding the
following at the end thereof:
On July 30, 1997, the Issuer completed an underwritten public
offering of 4,000,000 shares of its Common Stock at a price of $10.125 per
share, less underwriting discounts and commissions of $.6075 per share (the
"Offering"). As part of the Offering, on July 30, 1997, the Buyer completed
the sale of 495,859 shares of Common Stock as part of the underwriters'
over-allotment option (the "Buyer Sale"). Pursuant to the terms of the
agreement entered into between the Buyer and Mr. Spiller, on July 30, 1997,
Mr. Spiller received the net proceeds from the sale of 225,000 shares of
Common Stock sold as part of the Buyer Sale (the "Spiller Shares"), reduced
by the Spiller Acquisition Cost relating to such shares of Common Stock so
sold by the Buyer. Such net proceeds amounted to $1,932,142.50. In connection
therewith, Mr. Spiller agreed to indemnify the Buyer from any tax liabilities
arising from the sale of the Spiller Shares. Mr. Spiller also agreed to
indemnify the Buyer and Warren B. Kanders, the President, sole director and
sole shareholder of the Buyer, from any losses, claims, damages, judgments,
liabilities and expenses suffered by the Buyer and/or Mr. Kanders arising
under the Underwriting Agreement between the Issuer, Dillon, Read & Co. Inc.,
as representative of the several underwriters, the Buyer, Mr.
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Kanders and Richmont Capital Partners I, L.P., to the extent of the net
proceeds received by Mr. Spiller pursuant to the sale of the Spiller Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Schedule 13D is hereby amended by adding the
following as exhibits thereto:
2. Tax Indemnification Agreement, dated July 29, 1997,
between the Buyer and Mr. Spiller.
3. Indemnification and Contribution Agreement, dated
July 25, 1997, between the Buyer and Mr. Spiller.
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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: August 15, 1997
/s/ Jonathan M. Spiller
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Jonathan M. Spiller
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EXHIBIT 2
KANDERS FLORIDA HOLDINGS, INC.
C/O 13386 INTERNATIONAL PARKWAY
JACKSONVILLE, FLORIDA 32218
July 29, 1997
Mr. Jonathan M. Spiller
c/o Armor Holdings, Inc.
13386 International Parkway
Jacksonville, Florida 32218
Re: Tax Indemnification with respect to
Letter Agreement dated January 18, 1996
Dear Jonathan:
The following shall set forth the understanding that we have
reached with respect to certain tax consequences that may arise in connection
with carrying out the provisions of the Letter Agreement among us, dated
January 18, 1996 (the "Agreement"). Unless otherwise defined herein,
capitalized terms used herein shall have the meanings given to such terms in
the Agreement.
We have agreed as follows:
1. In the event that KFH sells Common Shares, and as a result
of such sale, Spiller is entitled to receive a portion of
the net proceeds thereof or a stock certificate
representing a portion of such Common Shares, all as more
fully set forth in the Agreement, Spiller shall hold KFH
harmless and indemnify KFH for any and all capital gains or
other tax liabilities assessed against KFH by the Internal
Revenue Service or by any state or local taxing authority
(a "Taxing Authority") including, but not limited to,
interest, penalties, reasonable attorneys' fees and related
disbursements and other expenses incurred by KFH in
connection with such tax
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Mr. Jonathan M. Spiller
July 29, 1997
Page 2
liabilities or claims (collectively, the "Tax
Liabilities"), which are attributable to such sale
by KFH of the Common Shares. All such Tax
Liabilities shall be paid by Spiller to KFH within
ten (10) days of the date on which KFH is required
to pay any such Tax Liability and after notice by
KFH to Spiller.
2. This letter agreement shall be governed in
accordance with the laws of the State of New York,
without giving effect to its conflict of laws rules.
If the foregoing conforms to your understanding, kindly
acknowledge such by signing below.
Very truly yours,
KANDERS FLORIDA HOLDINGS, INC.
By: /s/ Warren B. Kanders
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Warren B. Kanders
President
ACCEPTED AND AGREED TO:
/s/ Jonathan M. Spiller
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Jonathan M. Spiller
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EXHIBIT 3
JONATHAN M. SPILLER
C/O 13386 INTERNATIONAL PARKWAY
JACKSONVILLE, FLORIDA 32218
July 25, 1997
Mr. Warren B. Kanders
Kanders Florida Holdings, Inc.
c/o 13386 International Parkway
Jacksonville, Florida 32218
Re: Indemnification and Contribution Pursuant
to Underwriting Agreement
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Gentlemen:
Reference is hereby made to that certain Underwriting
Agreement, dated July 25, 1997, among Dillon, Read & Co. Inc., Equitable
Securities Corporation and Stephens Inc., as Managing Underwriters of the
several underwriters named therein, Armor Holdings, Inc., Warren B. Kanders,
Kanders Florida Holdings, Inc. and Richmont Capital Partners I, L.P. (the
"Underwriting Agreement"). Capitalized terms used herein shall have their
respective meanings as set forth in the Underwriting Agreement.
In the event that either of Warren B. Kanders or Kanders
Florida Holdings, Inc. is required to indemnify the Underwriters pursuant to
the provisions of the Underwriting Agreement, or is required to contribute to
any of the losses, claims, damages, judgments, liabilities and expenses
(including the fees and expenses of counsel and other expenses in connection
with investigating, defending or settling any action or claim) (collectively,
"Losses") suffered by any of the Underwriters, or in the event that Warren B.
Kanders or Kanders Florida Holdings, Inc. suffers any Losses in connection with
any breach of a representation, warranty, covenant or agreement contained in
the Underwriting Agreement, then the undersigned, Jonathan M. Spiller, hereby
agrees to bear a pro rata portion of any such Losses borne by Warren B. Kanders
and/or Kanders Florida Holdings, Inc., including any such amounts incurred by
way of indemnification or contribution as set forth in the Underwriting
Agreement, in an amount equal to 42.86% of such Losses that are incurred by
Warren B. Kanders and/or Kanders Florida Holdings, Inc.
Very truly yours,
/s/Jonathan M. Spiller
Jonathan M. Spiller
