SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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)
July 29, 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: 525,000(1)
Number of
Shares
Beneficially 8. Shared Voting Power: -0-
Owned By
Each
Reporting 9. Sole Dispositive Power: 525,000(1)
Person
With
10. Shared Dispositive Power: -0-
11. Aggregate Amount Beneficially Owned by Each Reporting Person:
725,000 (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): 4.5% (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
15,984,407 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 as
amended by Amendment No. 1 dated May 20, 1997, (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 4. PURPOSE OF TRANSACTION.
Item 4 is hereby amended by adding at the end thereof the following:
In connection with the Company's recent public offering, RCPI agreed,
subject to certain exceptions, that it will not offer, sell or otherwise dispose
of any of the shares of Common Stock, or any securities convertible into or
exercisable for Common Stock, owned by it for a period of 180 days after the
July 25, 1997 date of the related Prospectus without the prior written consent
of Dillon, Read & Co. Inc., as representative of the underwriters for the
offering. A copy of this Lockup Agreement is attached hereto as Exhibit 10.4.
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.
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 725,000, which number
includes an option to purchase 200,000 shares of Common Stock, which constitutes
approximately 4.5% of the 15,984,407 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
725,000 shares of the Common Stock, which number includes an option to purchase
200,000 shares of Common Stock, which constitutes approximately 4.5% of the
15,984,407 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 725,000 shares of the Common Stock,
which number includes an option to purchase 200,000 shares of Common Stock,
which constitutes approximately 4.5% of the 15,984,407 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 725,000 shares of the Common Stock, which number includes an option to
purchase 200,000 shares of Common Stock, which constitutes approximately 4.5%
of the 15,984,407 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
725,000 shares of the Common Stock, which number includes an option to purchase
200,000 shares of Common Stock, which constitutes approximately 4.5% of the
15,984,407 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
725,000 shares of the Common Stock, which number includes an option to purchase
200,000 shares of Common Stock, which constitutes approximately 4.5% of the
15,984,407 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 725,000 shares of the Common Stock,
which number includes an option to purchase 200,000 shares of Common Stock,
which constitutes approximately 4.5% of the 15,984,407 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 525,000 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 525,000 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 525,000 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 525,000
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 525,000 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 525,000 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 525,000 shares of Common Stock.
(c) During the past 60 days, RCPI sold shares of the Stock on the American
Stock Exchange, as follows:
Person/Entity Date No. of Shares Sold Price Per Share
RCPI 7-29-97 75,000 9.52
These shares of the Stock were sold pursuant to the exercise of the over-
allotment option granted by RCPI to the underwriters of the Issuer's public
offering of common stock referenced in paragraph (e) below.
(e) RCPI ceased to be the beneficial owner of more than 5% of the Stock
as a result of a public offering by the Company pursuant to the prospectus dated
July 25, 1997 and as a result of the sale of the common stock reported in
paragraph (c) above.
Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Item 6 is hereby amended by adding at the end thereof the following:
In connection with the Company's recent public offering, RCPI agreed,
subject to certain exceptions, that it will not offer, sell or otherwise dispose
of any of the shares of Common Stock, or any securities convertible into or
exercisable for Common Stock, owned by it for a period of 180 days after the
July 25, 1997 date of the related Prospectus without the prior written consent
of Dillon, Read & Co. Inc., as representative of the underwriters for the
offering. A copy of this Lockup Agreement is attached hereto as Exhibit 10.4.
Except as set forth herein or in the Exhibits to be filed herewith, there
are no contracts, arrangements, understandings or relationships with respect to
the shares of the Stock owned by the Reporting Persons.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 10.4 Lockup Agreement executed by RCPI on July 25, 1997.
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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 4th day of August, 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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EXHIBIT INDEX
EXHIBIT DESCRIPTION
10.4 Lockup Agreement executed by RCPI on July 25, 1997
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July 25, 1997
Armor Holdings, Inc.
13386 International Parkway
Jacksonville, Florida 32218
Dillon, Read & Co. Inc.
535 Madison Avenue
New York, New York 10022
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 affect 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
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 distributions of shares of Common Stock
to the undersigned's partners or by transfer to any affiliate of the undersigned
so long as such transferee executes a copy of this letter and becomes bound
thereby.
The agreement provided for herein shall be effective only if the
proposed public offering takes place on or prior to August 31, 1997.
RICHMONT CAPITAL PARTNERS I, L.P.
By: /s/ Nick G. Bouras
Nick G. Bouras
Vice President
