-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QFjJxQSRaEYrvFtTLi88m3i5YV30MTrL5L/8fPX5sXoJxOMxduLmWJU678GdiWLp ryX2q77EaBPXoad8hysReQ== 0000950144-99-001630.txt : 19990215 0000950144-99-001630.hdr.sgml : 19990215 ACCESSION NUMBER: 0000950144-99-001630 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19990212 GROUP MEMBERS: CENTRE CAPITAL INVESTORS II LP GROUP MEMBERS: CENTRE CAPITAL OFFSHORE INVESTORS II LP GROUP MEMBERS: CENTRE CAPITAL TAX-EXEMPT INVESTORS II LP GROUP MEMBERS: CENTRE PARTNERS COINVESTMENT LP GROUP MEMBERS: CENTRE PARTNERS II LLC GROUP MEMBERS: CENTRE PARTNERS MANAGEMENT LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FIREARMS TRAINING SYSTEMS INC CENTRAL INDEX KEY: 0001021770 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 570777018 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: SEC FILE NUMBER: 005-49823 FILM NUMBER: 99536258 BUSINESS ADDRESS: STREET 1: 7340 MCGINNIS FERRY RD CITY: SUWANEE STATE: GA ZIP: 30024 BUSINESS PHONE: 7708130180 MAIL ADDRESS: STREET 1: 7340 MCGINNIS FERRY RD CITY: SUWANEE STATE: GA ZIP: 30024 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CENTRE PARTNERS II LLC CENTRAL INDEX KEY: 0001033304 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133866629 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 2123325800 MAIL ADDRESS: STREET 1: 30 ROCKEFELLER PLAZA CITY: NEW YORK STATE: NY ZIP: 10020 SC 13G/A 1 FIREARMS TRAINING SYSTEMS INC/CENTRE PARTNERS II 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 --------------------- AMENDMENT NO. 1 TO SCHEDULE 13G (RULE 13D-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13D-1(B)(C), AND (D) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(B) (AMENDMENT NO. 1) FIREARMS TRAINING SYSTEMS, INC. ------------------------------- (Name of Issuer) CLASS A COMMON STOCK, $.000006 par value ---------------------------------------- (Title of Class of Securities) 318120-10-2 ----------- (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) 2 CUSIP NO. 318120-10-2 13G PAGE 2 OF 13 ----------- 1. NAMES OF REPORTING PERSONS CENTRE PARTNERS II LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 13-386-6629 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 5. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6. SHARED VOTING POWER 14,105,392 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 14,105,392 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 14,105,392 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 59.6% See Item 4 12. TYPE OF REPORTING PERSON* 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 CUSIP NO. 318120-10-2 13G PAGE 3 OF 13 ----------- 1. NAMES OF REPORTING PERSONS CENTRE CAPITAL INVESTORS II, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 13-386-6796 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 5. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6. SHARED VOTING POWER 9,261,786 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 9,261,786 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,261,786 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 41.8% See Item 4 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 CUSIP NO. 318120-10-2 13G PAGE 4 OF 13 ------------- 1. NAMES OF REPORTING PERSONS CENTRE PARTNERS COINVESTMENT, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 13-386-6622 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 5. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6. SHARED VOTING POWER 1,350,024 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,350,024 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,350,024 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 6.9% See Item 4 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 CUSIP NO. 318120-10-2 13G PAGE 5 OF 13 ------------- 1. NAMES OF REPORTING PERSONS CENTRE CAPITAL TAX-EXEMPT INVESTORS II, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 13-387-6593 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 5. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6. SHARED VOTING POWER 1,035,363 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,035,363 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,035,363 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.3% See Item 4 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 6 CUSIP NO. 318120-10-2 13G PAGE 6 OF 13 -------------- 1. NAMES OF REPORTING PERSONS CENTRE CAPITAL OFFSHORE INVESTORS II, L.P. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 13-388-2505 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION BERMUDA NUMBER OF 5. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6. SHARED VOTING POWER 1,835,291 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 1,835,291 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,835,291 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 9.3% See Item 4 12. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! 7 CUSIP NO. 318120-10-2 13G PAGE 7 OF 13 --------------- 1. NAMES OF REPORTING PERSONS CENTRE PARTNERS MANAGEMENT LLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) 13-386-6630 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE NUMBER OF 5. SOLE VOTING POWER SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH 6. SHARED VOTING POWER 12,239,140 7. SOLE DISPOSITIVE POWER 0 8. SHARED DISPOSITIVE POWER 12,239,140 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 12,239,140 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* [ ] 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 52.6% See Item 4 12. TYPE OF REPORTING PERSON* 00 *SEE INSTRUCTIONS BEFORE FILLING OUT! 8 CUSIP NO. 318120-10-2 13G PAGE 8 OF 13 -------------- ITEM 1(A). NAME OF ISSUER: Firearms Training Systems, Inc. ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES: 7340 McGinnis Ferry Road, Suwanee, Georgia 30174 ITEM 2(A). NAME OF PERSON FILING: Centre Partners II LLC ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE: 30 Rockefeller Plaza New York, New York 10020 ITEM 2(C). CITIZENSHIP: Delaware ITEM 2(D). TITLE OF CLASS OF SECURITIES: Class A Common Stock, par value $.000006 ITEM 2(E). CUSIP NUMBER: 318120-10-2 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B) OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under Section 15 of the Act, (b) [ ] Bank as defined in Section 3(a)(6) of the Act, (c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act, (d) [ ] Investment Company registered under Section 8 of the Investment Company Act, (e) [ ] Investment Adviser registered under Section 203 of the Investment Advisers Act of 1940, 9 CUSIP NO. 318120-10-2 13G PAGE 9 OF 13 ------------- (f) [ ] Employee Benefit Plan, Pension Fund which is subject to the provisions of the Employee Retirement Income Security Act of 1974 or Endowment Fund; see 13d-1(b) (1) (ii) (F), (g) [ ] Parent Holding Company, in accordance with Rule 13d-1(b) (ii) (G), see Item 7, (h) [ ] Group, in accordance with Rule 13-1(b) (1) (ii) (H). ITEM 4. OWNERSHIP See the responses to Items 5-9 and 11 on each of pages 2-7 hereof for ownership information with respect to each reporting person. Centre Partners II LLC ("Centre Partners") is the general partner of Centre Partners Coinvestment, L.P. and the General partner of the general partner of Centre Capital Investors II, L.P., Centre Capital Tax-exempt Investors II, L.P. and Centre Capital Offshore Investors II, L.P., which are the holders of record of the following amounts:
Class A Class B Common Stock Common Stock Warrants ------------ ------------ -------- Centre Partners Coinvestment, L.P. 903,016 171,945 275,063 Centre Capital Investors II, L.P. 6,104,451 1,162,360 1,994,975 Centre Capital Tax-exempt Investors II, L.P. 682,428 129,942 222,993 Centre Capital Offshore Investors II, L.P. 1,209,596 230,322 395,373 -------- --------- --------- TOTAL 8,899,491 1,694,569 2,888,404
Shares of Class B Common Stock are non-voting but are convertible at any time for shares of voting Class A Common Stock. Warrants represent the right to purchase share of Class B. Common Stock at any time until November 13, 2003 at a purchase price of $1.03125 per share. The reporting entities are bound by an agreement by which they have agreed not to convert Class B Common Stock for Class A Common Stock if as a result of such conversion, the reporting entities would hold, of record or beneficially with power to vote, more than 50% of the shares of Class A Common Stock outstanding immediately following the conversion unless concurrently with such conversion the shares of Class A Common Stock are transferred to an unaffiliated person. In addition, pursuant to certain co-investment arrangements, Centre Partners has been delegated voting and dispositive power with respect to an additional 571,181 shares of Class A Common Stock and 51,746 warrants. Thus, Centre Partners may be deemed to beneficially own and have voting and dispositive power over a total of 14,105,392 shares. Pursuant to a Management Agreement, Centre Partners Management LLC ("Centre Management") has been delegated voting and dispositive power with respect to shares owned by Centre 10 CUSIP NO. 318120-10-2 13G PAGE 10 OF 13 -------------- Capital Investors II, L.P., Centre Capital Offshore Investors II, L.P. and Centre Capital Tax-exempt Investors II, L.P., which are the holders of record of the following amounts:
Class A Class B Common Stock Common Stock Warrants ------------ ------------ -------- Centre Capital Investors II, L.P. 6,104,451 1,162,360 1,994,975 Centre Capital Tax-exempt Investors II, L.P. 682,428 129,942 222,993 Centre Capital Offshore Investors II, L.P. 1,209,596 230,322 395,373 ---------- --------- -------- TOTAL 7,996,475 1,522,624 2,613,341
Thus, Centre Management has been delegated voting and dispositive power with respect to a total of 12,132,244 shares. In addition, Centre Management beneficially owns options to purchase 106,700 share of Class B Common Stock for $1.03125 per share which become exercisable in equal quarterly installments of 26,675 share on each of December 31, 1998, March 31, 1999, June 30, 1999, and September 30, 1999 so long as certain representative of Centre Management remain as directors of the Company and remain exercisable thereafter until November 11, 2005. The Managing Directors of each of Centre Partners and Centre Management are Messrs. Jonathan H. Kagan, Lester Pollack, Bruce G. Pollack, David Golub, Paul Zepf, and Robert A. Bergmann. The business address for each of them is c/o Centre Partners Management LLC, 30 Rockefeller Plaza, New York, New York 10020 and each is a citizen of the United States. ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS. Not applicable ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. Not applicable ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY. Not applicable ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP. This group has filed this Amendment to Schedule 13G pursuant to Rule 13d-1(c) and the identity of each member of the group is stated in Exhibit B attached hereto. ITEM 9. NOTICE OF DISSOLUTION OF GROUP. Not applicable ITEM 10. CERTIFICATION. Not applicable 11 SIGNATURE After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: February 12, 1999 CENTRE PARTNERS II LLC By: /s/ JONATHAN H. KAGAN --------------------------------- Jonathan H. Kagan, Managing Director CENTRE CAPITAL INVESTORS II, L.P. CENTRE CAPITAL TAX-EXEMPT INVESTORS II, L.P. CENTRE CAPITAL OFFSHORE INVESTORS II, L.P. By: Centre Partners II, L.P., as its General Partner By: Centre Partners Management LLC, as attorney-in-fact By: /s/ JONATHAN H. KAGAN --------------------------------- Jonathan H. Kagan, Managing Director CENTRE PARTNERS COINVESTMENT II, L.P. By: Centre Partners II, LLC., as its General Partner By: /s/ JONATHAN H. KAGAN --------------------------------- Jonathan H. Kagan, Managing Director CENTRE PARTNERS MANAGEMENT LLC By: /s/ JONATHAN H. KAGAN --------------------------------- Jonathan H. Kagan, Managing Director 12 EXHIBIT A AGREEMENT REGARDING JOINT FILING The undersigned hereby agree and consent to the joint filing on their behalf of this Amendment to Schedule 13G in connection with their beneficial ownership of the Class A Common Stock of Firearms Training Systems, Inc. Dated: February 12, 1999 CENTRE PARTNERS II LLC By:/s/ JONATHAN H. KAGAN -------------------------------- Jonathan H. Kagan, Managing Director CENTRE CAPITAL INVESTORS II, L.P. CENTRE CAPITAL TAX-EXEMPT INVESTORS II, L.P. CENTRE CAPITAL OFFSHORE INVESTORS II, L.P. By: Centre Partners II, L.P., as its General Partner By: Centre Partners Management LLC, as attorney-in-fact By:/s/ JONATHAN H. KAGAN -------------------------------- Jonathan H. Kagan, Managing Director CENTRE PARTNERS COINVESTMENT II, L.P. By: Centre Partners II, LLC., as its General Partner By:/s/ JONATHAN H. KAGAN -------------------------------- Jonathan H. Kagan, Managing Director CENTRE PARTNERS MANAGEMENT LLC By:/s/ JONATHAN H. KAGAN -------------------------------- Jonathan H. Kagan, Managing Director 13 EXHIBIT B IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP This exhibit is filed in response to Item 8. 1. Centre Partners II LLC 30 Rockefeller Plaza New York, New York 10020 2. Centre Capital Investors II, L.P. 30 Rockefeller Plaza New York, New York 10020 3. Centre Partners Coinvestment, L.P. 30 Rockefeller Plaza New York, New York 10020 4. Centre Capital Tax-exempt Investors II, L.P. 30 Rockefeller Plaza New York, New York 10020 5. Centre Capital Offshore Investors II, L.P. c/o Reid Management Limited Cedar House 41 Cedar House Hamilton, Bermuda HM12 6. Centre Partners Management LLC 30 Rockefeller Plaza New York, New York 10020 -----END PRIVACY-ENHANCED MESSAGE-----