SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
ARMOR HOLDINGS, INC.
(Name of Issuer)
Common Stock, $.01 Par Value
(Title of Class of Securities)
042260109
(CUSIP Number)
Nick G. Bouras
Richmont Capital Partners I, L.P.
4300 Westgrove
Dallas, Texas 75248
(214) 713-5000
with copies to:
Thomas W. Briggs
Kelly, Hart & Hallman, P.C.
201 Main Street, Suite 2500
Fort Worth, Texas 76102
(817) 332-2500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 15, 1997
(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 / /.
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1. Name of Reporting Person:
Richmont Capital Partners I, L.P.
2. Check the Appropriate Box if a Member of a Group:
(a)/ /
(b) / /
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: 600,000(1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 600,000(1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
800,000 (1)(2)
12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares:
/ /
13. Percent of Class Represented by Amount in Row (11): 6.7% (3)
14. Type of Reporting Person: PN
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(1) Reflects the conversion of a 5% Convertible Subordinated Note ("Note") by
Richmont Capital Partners I, L.P. ("RCPI") into 600,000 shares of Common
Stock on December 26, 1996.
(2) Includes 200,000 shares that currently may be acquired from the Issuer
upon exercise of an option covering 300,000 shares in the aggregate. The
option vests in 100,000 share increments on May 15, 1996, 1997 and 1998.
(3) Assumes, pursuant to Rule 13d-3(l)(i) under the Act, that there are
12,026,012 shares of Common Stock outstanding, which number includes the
200,000 shares of Common Stock that may be acquired by RCPI upon the
exercise of the option described in footnote 2.<PAGE>
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Pursuant to Rule 13d-2(a) of Regulation 13D-G of the General Rules and
Regulations under the Securities Exchange Act of 1934, as amended (the "Act"),
the undersigned hereby amends its Schedule 13D Statement dated May 10, 1996
(the "Schedule 13D"), relating to the Common Stock, par value $.01 per share,
of Armor Holdings, Inc., (formerly American Body Armor & Equipment Inc.).
Unless otherwise indicated, all defined terms used herein shall have the same
meaning respectively ascribed to them in the Schedule 13D.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Item 3 is hereby amended and restated in its entirety as follows:
RCPI used $3,000,000 of its working capital to purchase a 5% Convertible
Subordinated Note Due April 30, 2001 issued by the Issuer (the "Convertible
Note"). On December 26, 1996, RCPI exercised its right to convert the Note
into 600,000 shares of Common Stock. None of such funds were borrowed or
otherwise obtained for the specific purpose of acquiring, handling, trading or
voting the Common Stock. This amount does not include any funds that may be
expended in the future by RCPI to acquire additional shares of the Common
Stock upon exercise of the options reported herein. It is expected that RCPI
would use working capital to exercise such options.
No other Item 2 Person has expended any funds to purchase or otherwise
acquire any shares of the Common Stock.
Item 4. PURPOSE OF TRANSACTION.
RCPI has exercised its right to convert the Note into 600,000 shares of
Common Stock. RCPI will continue to evaluate its investment in the Common
Stock and its option to purchase 200,000 vested shares pursuant to the Option.
Each of the Item 2 Persons may buy or sell shares of the Common Stock it
now owns or hereafter may acquire in the open market or otherwise on such
terms and at such times as such Item 2 Person considers desirable, subject to
any restrictions contained in the Purchase Agreement described in Item 6. Any
decision by an Item 2 Person to increase, decrease or dispose of its position
in the Common Stock or for RCPI to exercise its option to purchase shares
pursuant to the Option, would be based upon factors including, but not limited
to, the business of the Issuer, the price of the shares of Common Stock, the
terms and conditions of the transaction, prevailing market conditions and
other factors the Item 2 Person may deem material to its investment decision.
Additionally, Richard Bartlett, the Chairman of Richmont Group and
Managing Director of Richmont Corporation, entities affiliated with RCPI, was
appointed to the Issuer's Board of Directors on May 16, 1996 pursuant to the
Letter Agreement described in Item 6.
Except as set forth in this Item 4, the Item 2 Persons have no present
plans or proposals which may relate to or would result in any of the actions
specified in clauses (a) through (j) of Item 4 of Schedule 13D under the Act.
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Item 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a)
RCPI
The aggregate number of shares of the Common Stock that RCPI owns
beneficially, pursuant to Rule 13d-3 under the Act, is 800,000, which number
includes an option to purchase 200,000 shares of Common Stock, which
constitutes approximately 6.7% of the 12,026,012 shares of the Common Stock
outstanding deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
J. R. Investments Corporation ("JRIC")
Because of its position as one of two general partners of RCPI, JRIC may,
pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial owner of
800,000 shares of the Common Stock, which number includes an option to
purchase 200,000 shares of Common Stock, which constitutes approximately 6.7%
of the 12,026,012 shares of the Common Stock deemed outstanding pursuant to
Rule 13d-3(d)(1)(i).
John P. Rochon ("JPR")
Because of his position as the beneficial owner of a majority of the
outstanding capital stock of JRIC, JPR may, pursuant to Rule 13d-3 under the
Act, be deemed to be the beneficial owner of 800,000 shares of the Common
Stock, which number includes an option to purchase 200,000 shares of Common
Stock, which constitutes approximately 6.7% of the 12,026,012 shares of the
Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
NEW ARROW CORPORATION ("New Arrow")
Because of its position as one of two general partners of RCPI, New Arrow
may, pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial
owner of 800,000 shares of the Common Stock, which number includes an option
to purchase 200,000 shares of Common Stock, which constitutes approximately
6.7% of the 12,026,012 shares of the Common Stock deemed outstanding pursuant
to Rule 13d-3(d)(1)(i).
Mary Kay, Inc. ("MKI")
Because of its position as the sole stockholder of New Arrow, MKI may,
pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial owner of
800,000 shares of the Common Stock, which number includes an option to
purchase 200,000 shares of Common Stock, which constitutes approximately 6.7%
of the 12,026,012 shares of the Common Stock deemed outstanding pursuant to
Rule 13d-3(d)(1)(i).
MARY KAY HOLDING COMPANY ("Mary Kay")
Because of its position as the sole stockholder of MKI, Mary Kay may,
pursuant to Rule 13d-3 under the Act, be deemed to be the beneficial owner of
800,000 shares of the Common Stock, which number includes an option to
purchase 200,000 shares of Common Stock, which constitutes approximately 6.7%
of the 12,026,012 shares of the Common Stock deemed outstanding pursuant to
Rule 13d-3(d)(1)(i).
RICHARD R. ROGERS ("RRR")
Because of his position as the beneficial owner of a majority of the
outstanding capital stock of Mary Kay, RRR may, pursuant to Rule 13d-3 under
the Act, be deemed to be the beneficial owner of 800,000 shares of the Common
Stock, which number includes an option to purchase 200,000 shares of Common
Stock, which constitutes approximately 6.7% of the 12,026,012 shares of the
Common Stock deemed outstanding pursuant to Rule 13d-3(d)(1)(i).
(b)
RCPI
Acting through its two general partners, JRIC and New Arrow, RCPI has the
sole power to vote or direct the vote and to dispose or direct the disposition
of 600,000 Common Shares.
JRIC
As one of two general partners of RCPI, JRIC has the sole power to vote
or direct the vote and to dispose or to direct the disposition of 600,000
shares of Common Stock.
JRP
Because of his position as President and CEO of Mary Kay his beneficial
ownership of a majority of the outstanding capital stock of JRIC, JPR has the
sole power to vote or direct the vote and to dispose or direct the disposition
of 600,000 Common Shares.
New Arrow
As one of two general partners of RCPI, New Arrow has the sole power to
vote or direct the vote and to dispose or to direct the disposition of 600,000
shares of Common Stock.
MKI
As sole stockholder of New Arrow, one of two general partners to RCPI,
MKI has the sole power to vote or direct the vote and to dispose of or to
direct the disposition of 600,000 shares of Common Stock.
Mary Kay
As sole stockholder of MKI, the sole stockholder of New Arrow, one of two
general partners of RCPI, Mary Kay has the sole power to vote or to direct the
vote and to dispose of or to direct the disposition of 600,000 shares of
Common Stock.
RRR
As chairman of the board of Mary Kay and majority stockholder of Mary
Kay, the sole stockholder of MKI, the sole stockholder of New Arrow, one of
two general partners to RCPI, RRR has the sole power to vote or direct the
vote and to dispose or to direct the disposition of 600,000 shares of Common
Stock.
(c) During the past 60 days, none of the Item 2 persons have effected
any transactions in the Common Stock.
(d) - (e) Not applicable.
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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 this 20th day of May, 1997
RICHMONT CAPITAL PARTNERS I, L.P.
By: J.R. Investments Corp.,
General Partner
By: /s/ Nick G. Bouras
Nick G. Bouras,
Vice President
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