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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-
1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
ARMOR HOLDINGS, INC.
(Name of Issuer)
Common Stock, Par Value $.01
(Title of Class of Securities)
042260109
(CUSIP Number)
Stephen B. Salzman
FS Partners, LLC
767 Fifth Avenue, 50th Floor
New York, New York 10153
(212) 223-9696
(Name, address and telephone number of person
authorized to receive notices and communications)
December 3, 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 [ ].
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 the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not
be deemed to be "filed" for purposes 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).
SCHEDULE 13D
CUSIP No. 042260109 Page 2 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FS Partners, L.L.C.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP* (b) [x]
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
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,055,024
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,055,024
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,055,024
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
6.6%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 042260109 Page 3 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas F. Frist III
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP* (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,055,024
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,055,024
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,055,024
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
6.6%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 042260109 Page 4 of 13 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Stephen B. Salzman
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A (a) [ ]
GROUP* (b) [x]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS [ ]
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 7 SOLE VOTING POWER
SHARES 0
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 1,055,024
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,055,024
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,055,024
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
6.6%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D Page 5 of 13 Pages
ITEM 1. SECURITY AND ISSUER.
This statement relates to the common stock, $.01 par value per share
(the "Common Stock"), issued by Armor Holdings, Inc., a Delaware corporation
(the "Company"), whose principal executive offices are located at 13386
International Parkway, Jacksonville, Florida 32218.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This statement is filed by (i) FS Partners, LLC, a Delaware
limited liability company ("FS Partners"), with respect to shares of Common
Stock beneficially owned by it, (ii) Thomas F. Frist III ("Mr. Frist"), with
respect to shares of Common Stock beneficially owned by FS Partners, and (iii)
Stephen B. Salzman ("Mr. Salzman") with respect to shares of Common Stock
beneficially owned by FS Partners. The foregoing persons are hereinafter
sometimes referred to collectively as the "Reporting Persons".
(b) The business address of each of the Reporting Persons is 767 Fifth
Avenue, 50th Floor, New York, NY 10153.
(c) The principal business of FS Partners is that of a limited
liability company engaging in the purchase and sale of securities for
investment for its own account. The principal occupation of each of Messrs.
Frist and Salzman is serving as Member of FS Partners.
(d) None of the persons referred to in paragraph (a) above has, during
the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the persons referred to in paragraph (a) above has, 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 was or is 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 violation with respect to such
laws.
(f) Messrs. Frist and Salzman are United States citizens. FS
Partners is a Delaware limited liability company.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The net investment cost (including commissions, if any) of the shares of
Common Stock held by FS Partners is approximately $10,658,033. Neither Mr.
Frist nor Mr. Salzman own directly any shares of Common Stock.
The shares of Common Stock purchased by FS Partners were purchased with
the investment capital of such entity.
Some of the shares of Common Stock beneficially owned by FS Partners are
held in a margin account maintained at Merrill, Lynch, Pierce, Fenner & Smith,
Inc., which account may from time to time have a debit balance. Since other
securities are held in such margin account, it is not possible to determine
the amounts, if any, of margin used with repect to the shares of
Page 6 of 13 Pages
Common Stock purchased. Currently, the interest rate charged on such margin
account is approximately 6% per annum.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Reporting Persons acquired the shares of Common Stock for investment
purposes, and the Reporting Persons intend to evaluate the performance of such
securities as an investment in the ordinary course of business. The Reporting
persons pursue an investment objective that seeks capital appreciation. In
pursuing this investment objective, the Reporting Persons analyze the
operations, capital structure and markets of companies in which they invest,
including the Company, on a continuous basis through analysis of documentation
and discussions with knowledgeable industry and market observers and with
representatives of such companies (often at the invitation of management).
The Reporting Persons will continuously assess the Company's business,
financial condition, results of operations and prospects, general economic
conditions, the securities markets in general and those for the Company's
securities in particular, other developments and other investment
opportunities. Depending on such assessments, one or more of the Reporting
Persons may acquire additional shares of Common Stock or may determine to sell
or otherwise dispose of all or some of its holdings of shares of Common Stock.
Such actions will depend upon a variety of factors, including, without
limitation, current and anticipated future trading prices for such Common
Stock, the financial condition, results of operations and prospects of the
Company, alternate investment opportunities, and general economic, financial
market and industry conditions.
None of the Reporting Persons has any plans or proposals which relate
to, or could result in, any of the matters referred to in paragraphs (a)
through (j), inclusive, of Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The approximate aggregate percentage of shares of Common Stock
reported beneficially owned by each person herein is based on 16,023,740
shares outstanding, which is the total number of shares of Common Stock
outstanding as of November 10, 1997, as reflected in the Company's quarterly
report on Form 10-Q filed with the Securities and Exchange Commission (the
"Commission") for the quarter ending September 30, 1997 (which is the most
recent Form 10-Q on file).
(i) FS Partners owns beneficially 1,055,024 shares of Common
Stock, constituting approximately 6.6% of the shares outstanding.
(ii) Mr. Frist owns directly no shares of Common Stock. By
reason of the provisions of Rule 13d-3 of the Securities Exchange Act of 1934,
as amended (the "Act"), Mr. Frist may be deemed to beneficially own 1,055,024
shares of Common Stock held by FS Partners, constituting approximately 6.6% of
the shares outstanding.
(iii) Mr. Salzman owns directly no shares of Common Stock. By
reason of the provisions of Rule 13d-3 of the Act, Mr. Salzman may be deemed
to beneficially own 1,055,024 shares of Common Stock held by FS Partners,
constituting approximately 6.6% of the shares outstanding.
Page 7 of 13 Pages
(iv) In the aggregate, the Reporting Persons beneficially own a
total of 1,055,024 shares of Common Stock, constituting approximately 6.6% of
the shares outstanding.
(b) FS Partners has the power to dispose of and the power to vote the
shares of Common Stock beneficially owned by it, which power may be exercised
by its managing members, Messrs. Frist and Salzman. Messrs. Frist and
Salzman, as managing members of FS Partners, have shared power to dispose of
and shared power to vote the Common Stock held by FS Partners.
(c) The trading dates, number of shares of Common Stock purchased or
sold and price per share for all transactions in the Common Stock during the
past 60 days by FS Partners, which were all in the open market on the American
Stock Exchange, are set forth in Schedule A.
(d) No person other than each respective record owner of shares of
Common Stock referred to herein is known to have the right to receive or the
power to direct the receipt of dividends from or the proceeds of sale of such
shares of Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Other than the agreement(s) described hereunder there are no contracts,
arrangements, understandings or relationships (legal or otherwise) among the
persons named in Item 2 hereof or between such persons and any other person
with respect to any securities of the Company including but not limited to
transfer or voting of any other securities, finder's fees, joint ventures,
loan or option arrangements, puts or calls, guarantees of profits, divisions
of profits or losses, or the giving or withholding of proxies.
The following agreements among the persons named in Item 2 hereof or
between such persons and any other person relate to the securities of the
Company:
(i) FS Partners and Martin Currie Investment Management Limited
entered into a registration rights agreement (the "Agreement") with the
Company dated as of June 23, 1997. The Agreement provides, among other
things, for the registration under the Securities Act of 1933 (the "Securities
Act") of 520,911 shares of Common Stock purchased by FS Partners on June 23,
1997 (the "Private Placement Shares"). The Private Placement Shares, among
other shares, were registered pursuant to a Form S-3 registration statement
which has become effective.
(ii) FS Partners entered into a lock up agreement (the "Lock Up
Agreement"), with the Company and Dillon, Read, & Co., Inc., that it will not
offer, sell or otherwise dispose of any of the Private Placement Shares,
subject to certain exceptions, until approximately January 19, 1998.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following exhibits are being filed with this Schedule:
Exhibit 1 A written agreement relating to the filing of joint acquisition
statements as required by Rule 13d-1(f)(1) of the Act.
Page 8 of 13 Pages
Exhibit 2 Lock Up Agreement between FS Partners, the Company, and Dillon,
Read & Co., Inc., described in Item 6 (ii).
Page 9 of 13 Pages
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
DATED: December 15, 1997 /s/ Thomas F. Frist III
Thomas F. Frist III, individually
and on behalf of
FS Partners, LLC
/s/ Stephen B. Salzman
Stephen B. Salzman, individually
Page 10 of 13 Pages
Schedule A
FS Partners, L.L.C.
Transactions in the Common Stock
Price Per Share
Date of Number of (including
Transaction Shares Purchased/(Sold) commissions, if any)
__________________________________________________________________________
12/3/97 87,613 $10.81
12/4/97 60,000 $11.00
12/5/97 109,500 $10.80
12/11/97 75,000 $10.27
Page 11 of 13 Pages
EXHIBIT 1
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-1(F)1
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D, as amended, shall be
filed on behalf of each of the undersigned without the necessity of filing
additional joint acquisition statements. The undersigned acknowledge that
each shall be responsible for the timely filing of such amendments, and for
the completeness and accuracy of the information concerning him or it
contained therein, but shall not be responsible for the completeness and
accuracy of the information concerning the other, except to the extent that he
or it knows or has reason to believe that such information is inaccurate.
DATED: December 15, 1997 /s/ Thomas F. Frist III
Thomas F. Frist III, individually
and on behalf of
FS Partners, LLC
/s/ Stephen B. Salzman
Stephen B. Salzman, individually
Page 12 of 13 Pages
EXHIBIT 2
July , 1997
Armor Holdings, Inc.
13386 International Parkway
Jacksonville, Florida 32218
Dillon, Read & Co. Inc.
535 Madison Avenue
New York, New York 10002
Ladies and Gentlemen:
The undersigned, an executive officer, director or stockholder of
Armor Holdings, Inc., a Delaware corporation (the "Company"), understands and
agrees as follows:
1. The Company has filed a registration statement on Form S-1
(the "Registration Statement") under the Securities Act of 1933, as
amended, with the Securities and Exchange Commission, which Registration
Statement contemplates the public offering of common stock, par value
$0.01 per share (the "Common Stock") of the Company.
2. After consultation, the Company, the undersigned and Dillon,
Read & Co. Inc., Equitable Securities Corporation and Stephens Inc.,
acting as Representatives of the Underwriters (the "Underwriters") for
the proposed public offering, have agreed that any significant sales by
the officers, directors and significant stockholders of the Company
within the 180-day period after the date of the effectiveness of the
Registration Statement could have an adverse effect on the market price
for the Common Stock,and that the public to whom the Common Stock are
being offered should be protected for a reasonable time from the impact
of such sales.
3. It is in the best interests of the Company and of all the
stockholders of the Company to have a successful public offering and
stable and orderly public market thereafter.
Therefore, in order to induce the Company and the Underwriters to
proceed with the proposed public offering, the undersigned will not, directly
or indirectly, offer, sell, contract to sell, make subject to any purchase
option or otherwise dispose of or cause the disposition of any shares of
Common Stock, or any securities convertible into or exercisable or
exchangeable for shares of Common Stock, prior to the expiration of 180 days
from the date of the effectiveness of the Registration Statement, without the
prior written consent of Dillon, Read & Co. Inc., except for transfers to the
undersigned's spouse, child, grandchild, parent or sibling, or to a trust for
the benefit of the undersigned or any of the foregoing, in each case so long
as such transferee executes a copy of this letter and becomes bound thereby.
The agreement provided herein shall be effective only if the
proposed public offering takes place on or prior to August 31, 1997.
Page 13 of 13 Pages
FRIST CAPITAL PARTNERS
By: /s/ Stephen B. Salzman
Name: Stephen B. Salzman
Title: Principal
