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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
SCHEDULE 13D/A
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-
1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 1)
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)
February 26, 1998
(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 8 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 1,277,024
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,277,024
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,277,024
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.0%
14 TYPE OF REPORTING PERSON*
OO
SCHEDULE 13D
CUSIP No. 042260109 Page 3 of 8 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 1,277,024
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,277,024
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,277,024
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.0%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D
CUSIP No. 042260109 Page 4 of 8 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 1,277,024
9 SOLE DISPOSITIVE POWER
REPORTING 0
PERSON
WITH 10 SHARED DISPOSITIVE POWER
1,277,024
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH
REPORTING PERSON
1,277,024
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
8.0%
14 TYPE OF REPORTING PERSON*
IN
SCHEDULE 13D Page 5 of 8 Pages
ITEM 1. SECURITY AND ISSUER.
The Schedule 13D initially filed on December 15, 1997 (the "Schedule
13D") by FS Partners, LLC, a Delaware limited liability company ("FS
Partners"), Thomas F. Frist III ("Mr. Frist"), and Stephen B. Salzman ("Mr.
Salzman") relating 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, is hereby amended by this
Amendment No. 1 to the Schedule 13D.
Item 3 is hereby amended and restated as follows:
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 $12,953,032. 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
Common Stock purchased. Currently, the interest rate charged on such margin
account is approximately 6% per annum.
Item 5 is hereby amended and restated as follows:
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 1,277,024 shares of Common
Stock, constituting approximately 8.0% 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 1,277,024
shares of Common Stock held by FS Partners, constituting approximately 8.0% of
the shares outstanding.
Page 6 of 8 Pages
(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 1,277,024 shares of Common Stock held by FS Partners,
constituting approximately 8.0% of the shares outstanding.
(iv) In the aggregate, the Reporting Persons beneficially own a
total of 1,277,024 shares of Common Stock, constituting approximately 8.0% 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.
Page 7 of 8 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: March 2, 1998 /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 8 of 8 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)
__________________________________________________________________________
12/16/97 5,000 $10.18
12/17/97 22,000 10.18
1/14/98 30,000 9.93
1/27/98 10,500 10.05
2/26/98 125,900 10.48
2/27/98 3,500 10.43
3/02/98 25,100 10.43
