<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1 )*
SIMULA, INC.
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(Name of Issuer)
Common Stock, $.01 par value per share
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(Title of Class of Securities)
829206101
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(CUSIP Number)
Arthur E. Levine with a copy to:
President Mitchell S. Cohen, Esq.
Levine Leichtman Capital Partners, Inc. Irell & Manella LLP
335 North Maple Drive, Suite 240 1800 Avenue of the Stars, Suite 900
Beverly Hills, California 90025 Los Angeles, California 90067
(310) 275-5335 (310) 277-1010
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(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
August 17, 2000
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(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 that is the subject of this Schedule 13D, and is
filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box / /.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Section
240.13d-7(b) 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).
Page 1 of 14
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SCHEDULE 13D
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CUSIP No. 829206101 Page 2 of 14 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Levine Leichtman Capital Partners II, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE (a) / /
INSTRUCTIONS) (b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00 (See Item 3)
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 850,000 (See Item 5)
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 850,000 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
850,000 (See Item 5)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
(SEE INSTRUCTIONS)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9% (See Item 5)
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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<PAGE>
SCHEDULE 13D
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CUSIP No. 829206101 Page 3 of 14 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
LLCP California Equity Partners II, L.P.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE (a) / /
INSTRUCTIONS) (b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00 (See Item 3)
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 850,000 (See Item 5)
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 850,000 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
850,000 (See Item 5)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
(SEE INSTRUCTIONS)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9% (See Item 5)
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
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<PAGE>
SCHEDULE 13D
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CUSIP No. 829206101 Page 4 of 14 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Levine Leichtman Capital Partners, Inc.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE (a) / /
INSTRUCTIONS) (b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00 (See Item 3)
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
California
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 850,000 (See Item 5)
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 850,000 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
850,000 (See Item 5)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
(SEE INSTRUCTIONS)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9% (See Item 5)
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
CO
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<PAGE>
SCHEDULE 13D
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CUSIP No. 829206101 Page 5 of 14 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Arthur E. Levine
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE (a) / /
INSTRUCTIONS) (b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00 (See Item 3)
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 850,000 (See Item 5)
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EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 850,000 (See Item 5)
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
850,000 (See Item 5)
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
(SEE INSTRUCTIONS)
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9% (See Item 5)
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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<PAGE>
SCHEDULE 13D
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CUSIP No. 829206101 Page 6 of 14 Pages
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1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lauren B. Leichtman
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE (a) / /
INSTRUCTIONS) (b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
00 (See Item 3)
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO / /
ITEMS 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF 7 SOLE VOTING POWER
SHARES -0-
----------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 850,000 (See Item 5)
----------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING -0-
----------------------------------------------------------------
PERSON 10 SHARED DISPOSITIVE POWER
WITH 850,000 (See Item 5)
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
850,000 (See Item 5)
--------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES / /
(SEE INSTRUCTIONS)
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9% (See Item 5)
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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<PAGE>
Amendment No. 1 to Schedule 13D
Pursuant to Rule 13d-2(a) promulgated under the Securities Exchange Act of
1934, as amended (the "Exchange Act"), Levine Leichtman Capital Partners II,
L.P., a California limited partnership (the "Partnership"), LLCP California
Equity Partners II, L.P., a California limited partnership (the "General
Partner"), Levine Leichtman Capital Partners, Inc., a California corporation
("Capital Corp."), Arthur E. Levine ("Mr. Levine") and Lauren B. Leichtman
("Ms. Leichtman and, together with the Partnership, the General Partner,
Capital Corp. and Mr. Levine, the "Reporting Persons"), hereby amend and
supplement the Schedule 13D originally filed by the Reporting Persons with
the Securities and Exchange Commission on January 10, 2000 (the "Original
Schedule 13D"), relating to the Common Stock, par value, $.01 per share, of
Simula, Inc. an Arizona corporation (the "Issuer"). All capitalized terms
used in this Amendment No.1 to the Original Schedule 13D (this "Amendment")
and not otherwise defined herein have the meanings ascribed to such terms in
the Original Schedule 13D. All Rule citations used in this Amendment are to
the rules and regulations promulgated under the Exchange Act.
ITEM 1. SECURITY AND ISSUER.
(a) NAME OF ISSUER:
Simula, Inc., an Arizona corporation (the "Issuer").
(b) ADDRESS OF PRINCIPAL EXECUTIVE OFFICES OF THE ISSUER:
2700 N. Central Avenue, Suite 1000, Phoenix, AZ 85004.
(c) TITLE OF CLASS OF EQUITY SECURITIES:
Common Stock, $.01 par value per share ("Common Stock").
ITEM 2. IDENTITY AND BACKGROUND.
This Amendment is being filed pursuant to a Joint Reporting
Agreement dated January 7, 2000, a copy of which is attached as
EXHIBIT 1 to the Original Schedule 13D, among and on behalf of the
Reporting Persons.
(a) PARTNERSHIP.
The Partnership is a limited partnership formed under the laws of
the State of California. The address of the principal business or
principal office of the Partnership is 335 North Maple Drive, Suite 240,
Beverly Hills, California 90210. The principal business of the
Partnership is to seek out opportunities to invest in the securities of
middle market companies and to acquire, hold, manage and dispose of such
securities in connection with growth financings, restructurings,
recapitalizations, mergers, acquisitions and buyouts.
(b) GENERAL PARTNER.
The General Partner is the sole general partner of the
Partnership. The address of the principal business or principal office
of the General Partner is 335 North Maple Drive, Suite 240, Beverly
Hills, California 90210. The principal business of the General Partner
is to act as the general partner of the Partnership and to organize and
manage the investments made by the Partnership.
Page 7 of 14
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(c) CAPITAL CORP.
Capital Corp. is the sole general partner of the General Partner.
The address of the principal business or principal office of Capital
Corp. is 335 North Maple Drive, Suite 240, Beverly Hills, California
90210. The principal business of Capital Corp. is to act as the general
partner of the General Partner and of LLCP California Equity Partners,
L.P., a California limited partnership, the sole general partner of
Levine Leichtman Capital Partners, L.P., a California limited
partnership.
(d) MR. LEVINE.
Mr. Levine is a director, the President and a shareholder of
Capital Corp. The business address of Mr. Levine is 335 North Maple
Drive, Suite 240, Beverly Hills, California 90210. The present
principal occupation or employment of Mr. Levine is to serve as a
director and the President of Capital Corp. Mr. Levine is a citizen of
the United States of America. Mr. Levine, together with Ms. Leichtman,
are the sole directors and shareholders of Capital Corp. Mr. Levine is
also an executive officer of Capital Corp.
(e) MS. LEICHTMAN.
Ms. Leichtman is a director, the Chief Executive Officer,
Treasurer and Secretary and a shareholder of Capital Corp. The business
address of Ms. Leichtman is 335 North Maple Drive, Suite 240, Beverly
Hills, California 90210. The present principal occupation or employment
of Ms. Leichtman is to serve as a director and the Chief Executive
Officer, Treasurer and Secretary of Capital Corp. Ms. Leichtman is a
citizen of the United States of America. Ms. Leichtman, together with
Mr. Levine, are the sole directors and shareholders of Capital Corp. Ms.
Leichtman is also an executive officer of Capital Corp.
During the last five years, no Reporting Person has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or was 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.
The Reporting Persons may also be members of a "group" within the
meaning of Rule 13d-5(b)(1) for the limited purposes described in Items 4
and 6 below. The other members of the group may include Stanley P.
Desjardins ("Desjardins"), Donald W. Townsend ("Townsend"), James A.
Saunders ("Saunders") and Bradley P. Forst ("Forst" and, together with
Desjardins, Townsend and Saunders, the "Principal Shareholders").
Page 8 of 14
<PAGE>
To the extent that such a group exists, this Schedule 13D is also being
individually filed by the Reporting Persons, as members of such group,
pursuant to Rule 13d-1(k)(2) to satisfy such group's filing obligations.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Pursuant to a Securities Purchase Agreement dated as of
December 31, 1999 (the "Securities Purchase Agreement"), among the
Issuer, certain subsidiaries of the Issuer and the Partnership, a copy
of which is attached as EXHIBIT 2 to the Original Schedule 13D, the
Issuer and certain of its subsidiaries jointly and severally issued
and sold to the Partnership a Secured Senior Note Due 2000 dated
December 31, 1999, in the principal amount of $5,000,000 (the "Term A
Note"), and a Secured Senior Note Due 2003 dated December 31, 1999, in
the principal amount of $15,000,000 (the "Term B Note"). In addition,
as part of the same transaction, the Issuer issued and sold to the
Partnership a warrant to purchase 850,000 shares of Common Stock (the
"Warrant" and, together with the Term A Note and the Term B Note, the
"Initial Securities"). The Initial Securities were acquired by the
Partnership for an aggregate purchase price of $20,000,000. Copies of
the Term A Note, the Term B Note and the Warrant are attached as
EXHIBIT 3, EXHIBIT 4 and EXHIBIT 5 to the Original Schedule 13D,
respectively.
The source of funds for the purchase of the Initial Securities
was capital contributions made by the partners of the Partnership in
the aggregate amount of $20,000,000, in response to a Call to Purchase
Portfolio Securities dated December 1, 1999.
The parties to the Securities Purchase Agreement entered into a
Second Amendment to Securities Purchase Agreement dated as of August
17, 2000 (the "Second Amendment to Securities Purchase Agreement"), a
copy of which is attached as EXHIBIT 1 hereto. Under the
Second Amendment to Securities Purchase Agreement, at the request
of the Issuer, (i) the Securities Purchase Agreement, as amended by
a First Amendment to Securities Purchase Agreement dated as of May 25,
2000, was further amended, (ii) the Term A Note was amended and
restated pursuant to the terms of an Amended and Restated Secured
Senior Note Due 2001 (as so amended and restated, the "Amended and
Restated Term A Note"), a copy of which is attached as EXHIBIT 2
hereto, and (iii) the Partnership waived certain of its rights and
consented to certain transactions involving the Issuer and/or its
subsidiaries. As partial consideration for the agreement of the
Partnership to the foregoing matters, the Issuer issued to the
Partnership an Amended and Restated Warrant to Purchase 850,000
Shares of Common Stock, a copy of which is attached as EXHIBIT 3 hereto,
which amends and restates the Warrant (as so amended and restated, the
"Amended and Restated Warrant"). Under the terms of the Amended and
Restated Warrant, among other things, the Warrant Purchase Price (as
such term is defined in the Amended and Restated Warrant) was reduced
from $5.00 to $1.6250 per share. For purposes of this Amendment, the
term "Amended Securities" shall mean the Amended and Restated Term A Note
and the Amended and Restated Warrant.
ITEM 4. PURPOSE OF TRANSACTION.
The Partnership acquired the Initial Securities and the Amended
Securities for investment purposes only.
In connection with the acquisition by the Partnership of the
Initial Securities, and pursuant to the terms of an Investor Rights
Agreement dated as of December 31, 1999 (the "Investor Rights
Agreement"), among the Issuer, the Principal Shareholders and the
Partnership, a copy of which is attached as EXHIBIT 6 to the Original
Schedule 13D, the Issuer granted certain management, investment
monitoring and other rights to the Partnership. Among other rights,
the Partnership may require the Issuer, upon the occurrence of an
"Event of Default" as defined in the Securities Purchase Agreement, to
cause a representative designated by the Partnership (an "LLCP
Representative") to be elected or appointed as a member of the Board
of Directors of the Issuer until the later to occur of (a) the 180th
day after the effective date of such election or appointment and (b)
the date that the next annual meeting of the shareholders of the
Issuer at which directors are to be elected occurs. In addition, the
Principal Shareholders have granted to the Partnership limited voting
rights with respect to the shares of Common Stock owned by the
Principal Shareholders, respectively. If, upon the occurrence of such
an Event of Default, the Partnership exercises its right to require
the Issuer to cause an LLCP Representative to be elected or appointed
as a member of the Board of Directors of the Issuer, the Principal
Page 9 of 14
<PAGE>
Shareholders have agreed to vote (or cause to be voted) the shares of
Common Stock owned by them in favor of such election or appointment
for the requisite period. The Principal Shareholders have also granted
to the Partnership certain co-sale rights with respect to the shares
of Common Stock owned by them, respectively, as more fully described
in the Investor Rights Agreement.
While the Partnership did not acquire the Initial Securities or
the Amended Securities with the purpose of changing or influencing
control of the Issuer, such acquisition, after giving effect to the
management, investment monitoring and other rights granted to the
Partnership under the Investor Rights Agreement, may have the effect
of changing or influencing control of the Issuer within the meaning
of Rule 13d-3(d)(1)(i).
Other than as described above, none of the Reporting Persons
presently has any plans or proposals which relate to or would result in
any of the actions described in subparagraphs (a) through (j) of Item 4
of the Special Instructions for Complying with Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON AND PERCENT OF
CLASS:
Each Reporting Person is deemed to be the beneficial owner
(within the meaning of Rule 13d-3(a) of the Exchange Act) of 850,000
shares of Common Stock issuable upon the exercise of the Amended and
Restated Warrant. In addition, each Reporting Person may be deemed to
be the beneficial owner, for the limited purposes described in Items 4
above and 6 below, of an additional 3,336,687 shares of Common Stock
owned in the aggregate by the Principal Shareholders as of August 17,
2000, including (i) 3,273,414 shares owned by Desjardins, (ii) 45,649
shares owned by Townsend, (iii) 14,471 shares owned by Saunders and
(iv) 3,153 shares owned by Forst. The number of outstanding shares of
Common Stock owned by each Principal Shareholder was represented by
the Issuer to the Partnership under the Second Amendment to Securities
Purchase Agreement. (The Reporting Persons have no pecuniary interest
in, and disclaim beneficial ownership of, the shares of Common Stock
owned by the Principal Shareholders.)
The aggregate number of shares of Common Stock beneficially
owned by the Reporting Persons constitutes approximately 6.9% of the
outstanding shares of such class as of August 17, 2000. To the extent
that a group exists as discussed in Item 2 above, the aggregate number
of shares of Common Stock beneficially owned by the Reporting Persons,
including the shares of Common Stock owned by the Principal
Shareholders, would constitute approximately 34.0% of the outstanding
shares of such class as of August 17, 2000. Such percentages are
based upon a total of 11,418,200 shares of Common Stock issued and
outstanding as of August 17, 2000, as represented by the Issuer to the
Partnership under the Second Amendment to Securities Purchase Agreement,
and was calculated in accordance with Rule 13d-3(d)(1)(i).
Page 10 of 14
<PAGE>
The Amended and Restated Warrant may be exercised at any time
prior to December 31, 2006, with respect to all or any portion of the
total number of shares of Common Stock purchasable thereunder. The
exercise price of the shares of Common Stock purchasable under the
Amended and Restated Warrant is $1.6250 per share.
(b) VOTING AND DISPOSITIVE POWER:
The Partnership may be deemed to have (i) sole and dispositive
voting power with respect to no shares of Common Stock and (ii) shared
voting and dispositive power with all other Reporting Persons with
respect to 850,000 shares of Common Stock. In addition, to the extent
that a group exists as discussed in Item 2 above, in the limited
circumstances described in Items above 4 and 6 below, the Partnership may
be deemed to have shared voting power with all other Reporting Persons
and the Principal Shareholders with respect to an additional 3,336,687
shares of Common Stock.
By virtue of being the sole general partner of the Partnership,
the General Partner may be deemed to have (i) sole and dispositive
voting power with respect to no shares of Common Stock and (ii) shared
voting and dispositive power with all other Reporting Persons with
respect to 850,000 shares of Common Stock. In addition, to the extent
that a group exists as discussed in Item 2 above, in the limited
circumstances described in Items 4 above and 6 below, the General Partner
may be deemed to have shared voting power with all other Reporting
Persons and the Principal Shareholders with respect to an additional
3,336,687 shares of Common Stock.
By virtue of being the sole general partner of the General
Partner, Capital Corp. may be deemed to have (i) sole and dispositive
voting power with respect to no shares of Common Stock and (ii) shared
voting and dispositive power with all other Reporting Persons with
respect to 850,000 shares of Common Stock. In addition, to the extent
that a group exists as discussed in Item 2 above, in the limited
circumstances described in Items 4 above and 6 below, Capital Corp. may
be deemed to have shared voting power with all other Reporting Persons
and the Principal Shareholders with respect to an additional 3,336,687
shares of Common Stock.
By virtue of being the sole directors and shareholders, and
executive officers, of Capital Corp., each of Mr. Levine and Ms.
Leichtman may be deemed to have (i) sole and dispositive voting power
with respect to no shares of Common Stock and (ii) shared voting and
dispositive power with all other Reporting Persons with respect to
850,000 shares of Common Stock. In addition, to the extent that a group
exists as discussed in Item 2 above, in the limited circumstances
described in Items 4 above and 6 below, each of Mr. Levine and Mr.
Leichtman may be deemed to have shared voting power with all other
Reporting Persons and the Principal Shareholders with respect to an
additional 3,336,687 shares of Common Stock.
The Reporting Persons have no pecuniary interest in, and disclaim
beneficial ownership of, the 3,336,687 shares of Common Stock owned by
the Principal Shareholders. See Items 4 above and 6 below.
(c) OTHER TRANSACTIONS.
Not Applicable.
Page 11 of 14
<PAGE>
(d) INTERESTS OF OTHER PERSONS:
Not Applicable.
(e) DATE UPON WHICH THE REPORTING PERSON CEASED TO BE THE BENEFICIAL
OWNER OF MORE THAN FIVE PERCENT OF CLASS:
Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Partnership funded its purchase of the Initial Securities
with capital contributions made by the partners of the Partnership in
the aggregate amount of $20,000,000, in response to a Call to Purchase
Portfolio Securities dated December 1, 1999. No funds were used by
the Partnership to acquire the Amended Securities.
On December 31, 1999, the Issuer issued and sold the Initial
Securities to the Partnership. Copies of the Term A Note, the
Term B Note and the Warrant are attached as EXHIBIT 3, EXHIBIT 4 and
EXHIBIT 5 to the Original Schedule 13D, respectively, which describes
more fully the payment and other terms thereof.
Pursuant to the Investor Rights Agreement, a copy of which is
attached as EXHIBIT 6 to the Original Schedule 13D, the Issuer granted
certain management,investment monitoring and other rights to the
Partnership. Among other rights, the Partnership may require the Issuer,
upon the occurrence of an "Event of Default" as defined in the Securities
Purchase Agreement, to cause a representative designated by the
Partnership (an "LLCP Representative") to be elected or appointed as
a member of the Board of Directors of the Issuer until the later to
occur of (a) the 180th day after the effective date of such election
or appointment and (b) the date that the next annual meeting of the
shareholders of the Issuer at which directors are to be elected occurs.
In addition, the Principal Shareholders have granted to the Partnership
limited voting rights with respect to the shares of Common Stock owned
by the Principal Shareholders, respectively. If, upon the occurrence
of such an Event of Default, the Partnership exercises its right to
require the Issuer to cause an LLCP Representative to be elected or
appointed as a member of the Board of Directors of the Issuer, the
Principal Shareholders have agreed to vote (or cause to be voted) the
shares of Common Stock owned by them in favor of such election or
appointment for the requisite period. The Principal Shareholders
have also granted to the Partnership certain co-sale rights with
respect to the shares of Common Stock owned by them,
respectively, as more fully described in the Investor Rights Agreement.
Pursuant to a Registration Rights Agreement dated as of
December 31, 1999 (the "Registration Rights Agreement"), between the
Issuer and the Partnership, the Partnership has been granted certain
"demand" and "piggyback" registration rights with respect to the
Page 12 of 14
<PAGE>
shares of Common Stock issuable upon exercise of the Warrant
(including, but not limited to, the right to require the Issuer to
register resales of such shares on a registration statement on Form
S-3). Such registration rights are described more fully in the
Registration Rights Agreement, a copy of which is attached as EXHIBIT
7 to the Original Schedule 13D.
The Issuer, the Principal Shareholders and the Partnership have
entered into a First Amendment to Investor Rights Agreement, in
substantially the form of EXHIBIT 8 to the Original Schedule 13D,
pursuant to which the parties clarified that the Principal Shareholders
have entered into the voting agreements set forth in Section 1.1 of the
Investor Rights Agreement in their individual capacities, and not as
representatives of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Second Amendment to Securities Purchase Agreement dated as
of August 17, 2000, among the Issuer, certain subsidiaries
of the Issuer and the Partnership.
Exhibit 2. Amended and Restated Secured Senior Note Due 2001,
originally dated December 31, 1999, and amended and
restated August 17, 2000.
Exhibit 3. Amended and Restated Warrant to Purchase 850,000 Shares of
Common Stock of Simula, Inc., originally dated December
31, 1999, and amended and restated August 17, 2000.
Page 13 of 14
<PAGE>
SIGNATURE
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: August 25, 2000 LEVINE LEICHTMAN CAPITAL PARTNERS II,
L.P., a California limited partnership
By: LLCP California Equity Partners II, L.P., a
California limited partnership, its General
Partner
By: Levine Leichtman Capital Partners, Inc.,
a California corporation, its General
Partner
By: /s/ Arthur E. Levine
-------------------------------------
Arthur E. Levine
President
LLCP CALIFORNIA EQUITY PARTNERS II, L.P.,
a California limited partnership
By: Levine Leichtman Capital Partners, Inc., a
California corporation, its General Partner
By: /s/ Arthur E. Levine
-------------------------------------
Arthur E. Levine
President
LEVINE LEICHTMAN CAPITAL PARTNERS, INC.,
a California corporation
By: /s/ Arthur E. Levine
-------------------------------------
Arthur E. Levine
President
/s/ Arthur E. Levine
-------------------------------------
ARTHUR E. LEVINE
/s/ Lauren B. Leichtman
-------------------------------------
LAUREN B. LEICHTMAN
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