EX-99.1 2 file002.htm PRESS RELEASE




                                                                        Ex. 99.1



[Company Logo]

Company Contact:              Media Contact:                          Investor Relations Contact:
----------------              --------------                          ---------------------------
Robert R. Schiller            Michael Fox                             James R. Palczynski
PRESIDENT                     PRESIDENT, CORPORATE COMMUNICATIONS     PRINCIPAL
ARMOR HOLDINGS, INC.          INTEGRATED CORPORATE RELATIONS, INC.    INTEGRATED CORPORATE RELATIONS, INC.
904.741.5400                  203.682.8218                            203.682.8229
www.armorholdings.com         mfox@icrinc.com                         jp@icrinc.com
---------------------         ---------------                         -------------




               ARMOR HOLDINGS, INC. INCREASES ITS SHARE REPURCHASE
                  PROGRAM BY AN ADDITIONAL 3.5 MILLION SHARES
                          (10.2% OF OUTSTANDING SHARES)

     - SELLS PUT OPTIONS ON 2,250,000 SHARES (6.6% OF OUTSTANDING SHARES) -

JACKSONVILLE, FLA., -- APRIL 4, 2005 -- ARMOR HOLDINGS, INC. (NYSE: AH), a
leading manufacturer and distributor of security products and vehicle armor
systems serving law enforcement, military, homeland security and commercial
markets, announced today that its Board of Directors increased its existing
stock repurchase program to enable the Company to repurchase, from time to time
depending upon market conditions and other factors, up to an additional 3.5
million shares of its outstanding common stock.

In March 2002, the Board of Directors approved a stock repurchase program
authorizing the repurchase of up to a maximum of 3.2 million shares of the
Company's outstanding common stock and in February 2003, the Board of Directors
increased the number of shares which may be repurchased under the stock
repurchase program by an additional 4.4 million shares.

As of March 31, 2005, the Company had available 3.8 million shares of common
stock remaining under its existing repurchase programs. Together with the recent
authorization of an additional 3.5 million shares for repurchase, the Company
has the ability to repurchase 7.3 million shares (21.3% of outstanding shares).
Under the repurchase program, repurchases may be made in the open market and in
privately negotiated transactions utilizing various hedging mechanisms
including, among others, the sale to third parties of put options for the
Company's common stock, or otherwise. The Company's ability to repurchase shares
may be limited by covenants under the Company's revolving credit agreement and
agreements governing the Company's 8.25% Notes and 2% Convertible Notes and must
be made in compliance with applicable rules and regulations and may be
discontinued at any time.

As of April 1, 2005, the Company has sold put options in various private
transactions covering 2,250,000 shares (6.6% of outstanding shares) at a
weighted average strike price of $36.11 per share all of which expire prior to
December 31, 2005. If the purchasers exercise the put options, the Company will
be required to repurchase its shares or enter into alternative cash settlement
arrangements at the negotiated strike price. If all of these put options are
exercised, the Company would have 5.1 million shares remaining under its
repurchase programs.

ABOUT ARMOR HOLDINGS, INC.

Armor Holdings, Inc. (NYSE: AH) is a diversified manufacturer of branded
products for the military, law-enforcement, homeland security and personnel
safety markets. Additional information can be found at
http://www.armorholdings.com.

Certain matters discussed in this press release constitute forward-looking
statements that involve risks and uncertainties that could cause actual results
to differ materially from those projected. The Company may use words such as
"anticipates," "believes," "plans," "expects," "intends," "future," and similar
expressions to identify





forward-looking statements. These risks and uncertainties are described in the
Company's filings with the Securities and Exchange Commission, including the
Company's Registration Statement on Form S-3, its 2004 Form 10-K and most
recently filed Form 10-Qs and 8-Ks.


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