[ARMOR HOLDINGS, INC. LOGO] FOR IMMEDIATE RELEASE
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COMPANY CONTACT: MEDIA CONTACT: INVESTOR RELATIONS CONTACT:
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Robert R. Schiller Michael Fox James R. Palczynski
President & Chief Operating Officer President, Corporate Communications Principal
Armor Holdings, Inc. Integrated Corporate Relations, Inc. Integrated Corporate Relations, Inc.
904.741.5400 203.222.9145 203.222.9013
ARMOR HOLDINGS, INC. PRICES $300 MILLION
IN SENIOR SUBORDINATED CONVERTIBLE NOTES
JACKSONVILLE, FL - OCTOBER 26, 2004 - ARMOR HOLDINGS, INC. (NYSE: AH), a leading
manufacturer and distributor of security products and vehicle armor systems
serving law enforcement, military, homeland defense and commercial markets,
announced today that it has priced at par its previously announced offering of
$300 million in aggregate principal amount of 2.00% senior subordinated
convertible notes due November 1, 2024 (the "Notes"). The Company also granted
to Goldman, Sachs & Co., as sole book-runner of the Notes, an option to purchase
up to an additional $45.0 million principal amount of the Notes. The Notes are
convertible into shares of common stock of the Company at a conversion rate of
18.5151 shares per $1,000 initial principal amount of notes (equal to a
conversion price of $54.01 per share), subject to certain adjustments.
The closing of the Notes offering is expected to occur on October 29, 2004, and
is subject to the satisfaction of customary closing conditions.
Under current accounting standards, the features of the Notes being offered will
allow the treasury stock method to be used in calculating the dilutive effect of
these Notes in earnings per share calculations. Under this method, the effect of
the conversion of the Notes would only be included in the weighted average
shares outstanding balance, and thus be dilutive, only when the Company's share
price exceeds $54.01 per share.
Goldman, Sachs & Co., acted as sole book-runner and Wachovia Securities and Wm.
Smith Securities, Inc. acted as co-managers for the Notes offering. Copies of
the prospectus supplement for the offering may be obtained by contacting
Goldman, Sachs & Co., 85 Broad Street, New York, NY 10004, Attn: Prospectus
Department, telephone: 212-902-1171.
ABOUT ARMOR HOLDINGS
Armor Holdings, Inc. (NYSE: AH) is a diversified manufacturer of branded
products for the military, law enforcement and personnel safety markets.
Additional information about the Company can be found at 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 2003 Form 10-K, Form 10-K/A, and most recently filed Form 10-Qs.
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1400 MARSH LANDING PARKWAY, SUITE 112 JACKSONVILLE, FL 32250
TEL: 904.741.5400 FAX: 904-741-5403
