ARMOR HOLDINGS INC - AH Unscheduled Material Events (8-K) EXHIBIT 99.1

The following is an excerpt from a 8-K SEC Filing, filed by ARMOR HOLDINGS INC on 6/2/2004.

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The information in this preliminary prospectus supplement is not complete and may be changed. This preliminary prospectus supplement is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where an offer or sale is not permitted.

Subject to Completion. Dated May 28, 2004.

Prospectus Supplement to Prospectus dated May 27, 2004.

4,000,000 Shares

[GRAPHIC OMITTED] ARMOR HOLDINGS, INC.

Common Stock

Armor Holdings, Inc. is offering 4,000,000 shares to be sold in the offering.

The common stock is listed on the New York Stock Exchange under the symbol "AH". The last reported sale price of the common stock on May 27, 2004 was $37.70 per share.

See "Risk Factors" on page S-12 of this prospectus supplement and page 6 of the accompanying prospectus to read about factors you should consider before buying shares of the common stock.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY OTHER REGULATORY BODY HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Per Share Total ----------- ------------ Initial price to public .............................. $ $ Underwriting discount ................................ $ $ Proceeds, before expenses, to Armor Holdings ......... $ $

To the extent that the underwriters sell more than 4,000,000 shares of common stock, the underwriters have the option to purchase up to an additional 600,000 shares from Armor Holdings and the selling stockholders identified herein at the initial price to public less the underwriting discount. Armor Holdings will not receive any of the proceeds from the sale of shares being sold by the selling stockholders.

The underwriters expect to deliver the shares against payment in New York, New York on , 2004.

GOLDMAN, SACHS & CO.
MERRILL LYNCH & CO.
WACHOVIA SECURITIES
JPMORGAN

FRIEDMAN BILLINGS RAMSEY WM SMITH SECURITIES, INCORPORATED

Prospectus Supplement dated , 2004.

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ARMOR HOLDINGS, INC.
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1. Chinook Sling Loading an M1114 Up [7 PHOTO OMITTED] Armored HMMWV.

2. SAPI Plates

3. A PROTECH(TM) Intruder shield being prepared for ballistic viewport at our factory in Pittsfield, MA.

4. Cutting ballistic fabric for sewing and assembly at American Body Armor(TM) in Jacksonville, FL.

5. Testing a vehicle armored by us.

6. Simula's crashworth seating system.

7. M1114 UpArmored HMMWV during up armoring assembly in our Cincinnati, OH facility.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement and the accompanying prospectus (including the documents incorporated by reference) contain certain "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements may be identified by the use of "forward-looking" terminology such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "plan," "potential," "predict," "should," or "will," or the negative thereof or other variations thereon or comparable terminology. In particular, statements about our expectations, beliefs, plans, objectives, assumptions or future events or performance contained in this prospectus supplement and the accompanying prospectus (including the documents incorporated by reference) are "forward-looking" statements.

We have based these "forward-looking" statements on our current expectations, assumptions, estimates and projections. While we believe these expectations, assumptions, estimates and projections are reasonable, such "forward-looking" statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond our control. These and other important factors, including those discussed in this prospectus supplement and the accompanying prospectus (including the documents incorporated by reference) may cause our actual results, performance or achievements to differ materially from any future results, performance or achievements expressed or implied by these forward-looking statements. Some of the key factors that could cause actual results to differ from our expectations are:

o reductions in military or law enforcement spending;

o suspension or cessation of orders under existing contracts between our Aerospace & Defense Group and the U.S. military;

o increased competition or our inability to compete effectively;

o our inability to identify suitable acquisition candidates in the future or to successfully integrate acquired operations;

o claims against us for product liability;

o an adverse determination in connection with the Zylon (Registered Trademark) investigation being conducted by the U.S. Department of Justice and certain state agencies and/or other Zylon (Registered Trademark) -related litigation;

o our inability or failure to comply with applicable government regulations;

o interruptions to our supply or distribution networks or facilities;

o our inability to obtain adequate supplies of raw materials; and

o our inability to attract and retain additional management and key personnel.

Given these risks and uncertainties, you are cautioned not to place undue reliance on these "forward-looking" statements. The forward-looking statements included in or incorporated by reference in this prospectus supplement and the accompanying prospectus are made only as of the date hereof and thereof, respectively. We do not undertake and specifically decline any obligation to update any of these statements or to publicly announce the results of any revisions to any of these statements to reflect future events or developments.

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PROSPECTUS SUPPLEMENT SUMMARY

This summary only highlights information contained elsewhere in this prospectus supplement and the accompanying prospectus. As a result, it does not contain all of the information that you should consider before purchasing shares of common stock. You should read the entire prospectus supplement, including the accompanying prospectus and the documents incorporated by reference, which are described under the caption "Where You Can Find More Information." When used in this prospectus supplement, unless the context requires otherwise, the terms "we," "our," "us," and the "Company" refer to Armor Holdings, Inc. and its subsidiaries. Unless otherwise specified, any reference to a "year" is to a fiscal year ended December 31.

THE COMPANY

We are a leading manufacturer and provider of personal protective equipment and security products for law enforcement and military personnel, armored military and commercial vehicles, armor kits for retrofit of military vehicles, aircraft armor, aircraft safety products, survivability equipment used by military aviators and other technologies used to protect humans in a variety of life-threatening or catastrophic situations. Our products and systems are used domestically and internationally by military, law enforcement, security and corrections personnel, as well as governmental agencies, multinational corporations and individuals. We have a broad portfolio of brand name products that are well established in various niche markets in which we compete. For example, we are the sole-source provider to the U.S. military of the armor and blast protection systems ("up-armoring") for their M1114 High Mobility Multi-purpose Wheeled Vehicles ("M1114 Up-Armored HMMWV," commonly known as the Humvee). We have focused our business on several core competencies, including our ability to manufacture and distribute high quality security products, vehicle armoring systems, and human safety and survival systems. For the 12 months ended March 31, 2004, our revenues were $446.3 million, an increase of 41.2% over the corresponding period ended March 31, 2003.

BUSINESS DIVISIONS

Effective in the first quarter of 2004, we instituted a new segment reporting format to include three reportable business divisions: the Aerospace & Defense Group, the Products Division and the Mobile Security Division. This reporting change was made to better reflect management's approach to operating and directing the businesses, and, in certain instances, to align financial reporting with our market and customer segments.

Aerospace & Defense Group. ($156.8 million of our revenue and $38.6 million of our operating income for the 12 months ended March 31, 2004). The Aerospace & Defense Group was formed upon the completion of our acquisition of Simula, Inc. on December 9, 2003. The Aerospace & Defense Group is comprised of Simula's business, the military business formerly included in our Mobile Security Division (including armor and blast protection systems for M1114 Up-Armored HMMWVs and other military vehicle armor programs), and the small arms protective insert ("SAPI") business produced by our Protech subsidiary in Pittsfield, MA, previously reported as part of the Products Division. The Aerospace & Defense Group has approximately 500 employees in 6 manufacturing facilities located throughout the United States. Our U.S. federal government customers provided $73.2 million, or 79.9%, of division revenue in 2003. Our principal customer is the U.S. military.

Our Aerospace & Defense Group supplies human safety and survival systems to the U.S. military and major aerospace and defense prime contractors. Our core markets are military aviation safety, military personnel safety, and land and marine safety. Under the brand name O'Gara-Hess & Eisenhardt, we are the sole-source provider to the U.S. military of the armor and blast protection systems for M1114 Up-Armored HMMWVs. We are also under contract with the U.S. military to provide spare parts, logistics and ongoing field support services for the currently installed base of

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4,968 M1114 Up-Armored HMMWVs. Additionally, we provide blast and ballistic protection kits for the standard M1114 HMMWVs, which are installed on existing equipment in the field. Our Aerospace & Defense Group is also subcontracted to develop a ballistic and blast protected armored and sealed truck cab for the High Mobility Artillery Rocket System ("HIMARS"), a program recently transitioned by the U.S. Army and U.S. Marine Corps from developmental to a low rate of initial production, deliveries of which commenced in 2003. Under the brand name Simula we are under contract to design and produce 2,426 vehicle armor kits for heavy tactical vehicles to be completed and fielded during 2004. The vehicles include the Heavy Expanded Mobility Tactical Truck (HEMTT), the Palletized Load System (PLS), the Heavy Equipment Transporters (HET) and the M915 tractor. These vehicles are primarily off-road and on-road transporters for heavy cargo. Additionally, we expect Simula to provide 1,500 vehicle armor kits for HMMWVs, designed by O'Gara-Hess & Eisenhardt, to be completed and fielded during 2004. Simula is also the sole supplier of the applique armor packages used on the M1117 Guardian Armored Security Vehicle (ASV). The ASV is a military police vehicle designed for combat situations and is in active use in Baghdad today.

The U.S. armed forces have adopted ceramic body armor as a key element of the protective ensemble worn by our troops in Iraq and Afghanistan. Simula was the developer of this specialized product called Small Arms Protective Insert ("SAPI"), and continues to be a prominent supplier to the U.S. military. We believe the Aerospace & Defense Group has supplied approximately 37% of all SAPI plates manufactured to date. The latest generation of body armor worn by U.S. Army and Marine Corps Forces is called "Interceptor." The Interceptor system incorporates a soft Kevlar vest (similar to police vests) and two hard armor SAPI plates. In 2004, we expect the combined production of Simula and Protech to account for approximately 300,000 SAPI plates, which we estimate will represent approximately 40% of SAPI plates produced this year.

The Aerospace & Defense Group enjoys a unique position as sole supplier of armored seats for most military helicopters for the U.S. Department of Defense. Examples include the pilot/copilot seats for the UH-60 Black Hawk and AH-64 Apache. The Aerospace & Defense Group also provides cockpit airbag systems for military helicopters and a range of survival equipment worn by military aviators such as emergency bailout parachutes, flotation collars, and survival vests.

Products. ($203.8 million of our revenue and $31.9 million of our operating income for the 12 months ended March 31, 2004). Our Products Division manufactures and markets a broad range of high quality security products, equipment and related consumable items. Our security products are marketed under brand names that are well established in the military and law enforcement communities. The Products Division has approximately 1,250 employees in 14 manufacturing facilities located throughout the United States, Canada, the United Kingdom, and Mexico. We also provide training services predominantly in connection with the use of our products; this training is a key part of our marketing effort and helps our federal, state, and municipal clients safely and appropriately use our products.

Our products are typically non-discretionary equipment and consumables, often used in potentially harmful or life-threatening situations. We believe that our reputation for high quality products and brands has helped us capture leading market share positions in many of our target markets. We also benefit from a long history and strong relationships with military and government customers. The primary users of our security products are federal, state and local law enforcement agencies; local police departments; state corrections facilities; U.S. and allied militaries; highway patrol; and sheriffs' departments. We market and deliver our products through an extensive network of approximately 200 domestic distributors, 150 international distributors, and a sales force of 34 representatives and specialists. As a result of our diverse product line and customer base, the Products Division's ten largest customers accounted for $56.6 million, or 29.2% of the division revenue in 2003. Our largest single customer, the Department of Defense, accounted for 10.7% of the Products Division's 2003 revenue.

Mobile Security. ($85.8 million of our revenue and $3.1 million of our operating income for the 12 months ended March 31, 2004). The Mobile Security Division manufactures and installs ballistic

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and blast protection armoring systems for commercial vehicles to protect against varying degrees of ballistic and blast threats. In 2003, we supplied armor and protection systems for 1,125 commercial armored vehicles. We serve a wide range of customers internationally with approximately 740 employees in ten domestic and international armoring plants. Our customers include U.S. federal law enforcement and intelligence agencies, foreign heads of state, multinational corporations, as well as high net worth individuals. Mobile Security's ten largest customers provided $22.9 million, or 28.8%, of division revenue in 2003.

INDUSTRY OVERVIEW

Recent global events have led both the U.S. government and the private sector to redefine their strategies to protect against, respond to and combat terrorism. Significant steps, such as the creation of the Department of Homeland Security and increased Department of Defense budgets, have been taken to increase security at both domestic and international facilities, and to better train personnel to respond in the event of a terrorist attack. One clear example is the Bush Administration's fiscal 2004 budget request, which includes $41.3 billion for homeland security spending, and $380 billion for defense spending. These numbers include significant increases in the anticipated spending for force protection equipment, including vehicle armor, body armor, and aircraft armor.

Vehicle Armor Market. Recent conflicts, military actions, and protracted involvement in peacekeeping missions around the globe have increased the demand for rapidly deployable and highly mobile armored vehicles. The M1114 Up-Armored HMMWV has proven its effectiveness in front-line combat action in Bosnia, Kosovo, Afghanistan, and Iraq. U.S. military sources estimate that between 2003 and 2007, over $2.2 billion will be spent by the U.S. military for M1114 HMMWV procurement and research and development efforts. The continuing terrorist attacks on U.S. forces deployed in Iraq and Afghanistan have created significant interest in providing armor protection for the full range of light, medium and heavy vehicles. Congressional testimony provided by the U.S. Army leadership has indicated a desire to procure armor kits for these vehicles that can be installed on the vehicle at its deployed location. We believe that the market for armored vehicles for the U.S. Army and Marine Corps is likely to remain robust over at least the next three to five years. We believe the M1114 Up-Armored HMMWV and other variants of the HMMWV in Iraq and Afghanistan, as well as other armored tactical vehicles in the medium and heavy fleets, are being subjected to strenuous conditions and will likely need to be replaced. Foreign governments and militaries are also investing in armored vehicle technology, including the M1114 Up-Armored HMMWV, and other armored vehicle alternatives. In addition, we believe that the use of lightly armored commercial vehicles in countries with high levels of crime, terrorism and violence ("high fright areas") around the world will continue to increase as corporations, foreign governments and wealthy individuals re-evaluate their personnel protection policies and procedures.

Military Personnel Body Armor Market. There is dramatic change in the type and extent of protective body armor being provided to the U.S. forces. In 1998, the U.S. Army and Marine Corps adopted a new body armor ensemble called Interceptor. This ensemble is made up of a soft armor vest for fragmentation protection (using similar materials and design concepts to law enforcement vests) and hard, ceramic body armor plates inserted into the soft vest to provide rifle protection over vital organs. The concept was first deployed in a combat zone in Afghanistan with tremendous success measured in the reduction of life-threatening chest wounds. During the invasion of Iraq, front line U.S. forces were widely equipped with the Interceptor system, which we believe is being extended to cover all deployed troops in the combat zone. Extensive procurement actions by the U.S. Army and Marine Corps are underway to outfit all active, Reserve and National Guard troops that could be deployed around the world. The market is substantial and is straining the capacity of the industry to support the need. The product has a limited life cycle and we expect there will be a sizeable ongoing replacement market in the future.

Military Aviation Safety Market. The military aviation safety market is comprised of three distinct market segments: crash safety, ballistic survivability, and aviator safety equipment. The primary

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market for crash safety is in military helicopters. The products include crashworthy seats and cockpit airbag systems. The ballistic survivability market is both for helicopters and fixed wing aircraft. While many front line aircraft have some basic armor protection, there is a growing interest in new protective solutions that can offer more complete ballistic protection within the limited available weight on an aircraft. Foreign markets for crash safety and ballistic survivability products are similar in size to the U.S. market, although the types of aircraft and customer base are more fragmented. The aviator safety equipment market includes equipment such as body armor, survival vests and survival equipment, inflatable life preservers, parachutes, and emergency oxygen systems. The market is experiencing some growth as new ensembles incorporating lessons learned from combat are introduced and replacement equipment is increased due to the increased pace of operations.

Law Enforcement Security Products Market. According to the most recent data available from the Department of Justice, direct expenditures for police protection services in the United States grew at a compound annual growth rate of 7.3% from 1982 through 2001, to a total of $72.4 billion in 2001. We currently believe that this growth rate will continue, as will the growth in the number of police officers and other first responders in the United States. The Bush Administration estimates that there are more than 2.0 million first responders in the United States.

COMPETITIVE STRENGTHS

Valuable Brands with Leading Market Positions. Our products and brands are well established and have developed a reputation for high quality and dependability. Due to the life-protecting nature of many of our products, customers prefer premium, well-recognized brands with quality reputations. We believe that our strong brand recognition attracts customer loyalty and repeat customer business and helps us establish leading market share positions with many of our product offerings.

Broad Portfolio of Products. Our broad product portfolio and our ability to offer that portfolio in both domestic and overseas markets result in a balanced revenue mix. Our broad array of security products and armor systems allows us to be a single-source provider of comprehensive solutions for our customers' security needs. Cross selling among our products creates additional business opportunities and increases the value of our client relationships. We believe that we have superior technology and know-how which enhances our efforts to develop new products.

Long-Term Relationships with Government and Military Customers. We derive the majority of our revenues from domestic and foreign law enforcement, government and military customers. Over many years, we have developed strong relationships with military, law enforcement, security and corrections customers both in the United States and overseas. We believe that our reputation and longstanding relationships with customers support our continued growth.

Sole-Source Provider of M1114 Up-Armored HMMWVs. We are the sole-source provider of up-armoring and have developed and own the proprietary technology for new M1114 Up-Armored HMMWVs procured by the U.S. military. Since August 2001, we have furnished the up-armoring for approximately 2,000 M1114 Up-Armored HMMWVs to the U.S. military. We are also currently under contract to provide spare parts, logistics and ongoing field support services for the U.S. military's M1114 Up-Armored HMMWV fleet. In addition, we have begun providing up-armoring of M1114 HMMWVs to a number of foreign military customers including Canada, Egypt and Israel.

Extensive Portfolio of Armor Kits for Military Trucks. The two predominant developers and manufacturers of mine blast and ballistic protection kits for military trucks over the last 10 years have been O'Gara-Hess & Eisenhardt and Simula. With these two organizations together in our Aerospace & Defense Group, we are able to provide a complete portfolio of kit designs for light, medium and heavy trucks for the U.S. military and foreign militaries. We are also able to provide the complete capability of armor technologies, from basic steel armors to sophisticated ceramic/composite armor systems. Although this market was not sizeable in the past, recent actions by the services and by Congress indicate that substantial quantities of vehicles will be armored in the near term and future vehicles will be designed to readily accept these kits.

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Sole-Source Provider of Aviation Safety Products. We are the sole-source provider for the following military crew seating systems: UH-60A/L and UH-60M Black Hawk helicopter, MH-60S and MH-60R Sea Hawk helicopter, AH-1Z Cobra Venom attack helicopter, AH-64 Apache attack helicopter, UH-1Y Super Huey utility helicopter and the V-22 Osprey tilt-rotor aircraft. We are the sole-source provider for the C-17 centerline and side-wall fixed-wing military seating systems and the sole-source supplier selected by the U.S. Air Force to develop a common wall-mounted troop seat for its C-130, C-141 and KC-135 aircraft. Additionally, we are sole-source provider of aircraft airbag systems for the UH-60 Black Hawk helicopter and the OH-58 Kiowa Warrior helicopter.

Industry-leading Market Position in Body Armor. We manufacture body armor for the law enforcement community. Within the Armor Holdings family of companies resides industry-leading technology for the design and manufacturing of soft body armor design to protect against handgun threats and, in some cases, other threats encountered in the line of duty. By virtue of the volume of soft armor produced by us, we have developed significant supply relationships with fiber and material suppliers that enable us to manage our costs and obtain proprietary materials, each of which gives us market advantage. With the acquisition of Simula and evolving product lines at Protech, we are well positioned in the hard body armor plates market. The hard plates are known as SAPIs and are used as the primary body armor for the U.S. Army, Marine Corps and some special police units to augment the soft armor vest to provide rifle protection.

Extensive Distribution Network. We market and deliver our products through an extensive network of approximately 200 domestic distributors, 150 international distributors and through a sales force of 34 representatives and specialists. We believe that we have one of the largest distribution networks of security products, which provides a foundation for our continued growth and expansion. The diversity of the markets we serve and the strength of our distribution relationships reduces our dependence on any particular product, market, or customer.

Experienced Management Team. Our management team brings extensive knowledge of our customers and a proven ability to effectively manage our operations. The core of our management team has been together as a group since 1996. Since then the team has been augmented through acquisitions in the area of engineering and R&D to provide the capability to develop a range of new products. In addition, our management has a proven record of identifying, executing and integrating strategic acquisitions into our business, including our two largest acquisitions to date: Simula in 2003 and the O'Gara group of companies in 2001.

BUSINESS STRATEGY

Focus on Core Competencies. Our primary strength lies in our ability to manufacture and distribute high quality security products, vehicle armoring systems and human safety and survival systems. We plan to leverage this core strength by expanding our research and development efforts, developing new products and acquiring businesses that complement our existing technical base and manufacturing operations. We plan to continue to streamline our manufacturing process, aggressively integrate acquisitions and pursue additional operating efficiencies to maximize the profitability of our business.

Expand Distribution Network and Product Offerings. We plan to leverage our distribution network by investing in the development of new and enhanced products that complement our existing offerings and by expanding our range of branded law enforcement equipment through the acquisition of security products manufacturers. We believe that a broader product line will further strengthen our relationships with distributors and enhance our brand appeal with military, law enforcement and other end users.

Increase Exposure to Military Programs. As the sole-source provider of M1114 Up-Armored HMMWVs for the U.S. military's M1114 HMMWV fleet, we believe that we are in a strong position to capture opportunities to provide armoring of additional vehicles for the Department of Defense. We

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believe the proven success of M1114 Up-Armored HMMWVs in combat has led to increased interest in up-armoring other vehicles. Examples include recent successful efforts to develop and supply armor kits for various types of light through heavy tactical trucks and the continued relationship with the original equipment manufacturers to explore up-armoring opportunities for the U.S. Army's tactical vehicle fleet. We believe that the cost and time required to develop an alternative protection system increases the likelihood that we will maintain our sole-source position on this program and capture additional programs.

Capitalize on Increased Homeland Security Requirements. The creation of the Department of Homeland Security has increased the U.S. government's focus on strengthening the infrastructure of homeland security. Our Products Division is well positioned to provide security equipment and materials required by military, law enforcement, and security personnel to combat terrorism, respond to attacks and counter homeland threats. Our Mobile Security Division is well positioned to provide armored vehicles for federal, state and local government agencies.

Pursue Strategic Acquisitions. Since January 1, 1999, we have completed 16 acquisitions and integrated the acquired businesses into our Aerospace & Defense Group, Products Division, and Mobile Security Division. We will continue to seek opportunities to make value-based acquisitions that complement our business operations or expand our product offerings, improve our technology, provide access to new geographic markets or provide additional distribution channels and new customer relationships. We have historically taken a disciplined value-based approach to evaluating acquisition opportunities, driven by a prudent use of our capital, rigorous due diligence standards and a targeted expected return on our investment.

RECENT DEVELOPMENTS

Zylon (Registered Trademark) Investigation and Litigation

In September 2003, Second Chance Body Armor, Inc. ("Second Chance"), a body armor manufacturer and competitor to Armor Holdings, notified its customers of a potential safety issue with its Ultima (Registered Trademark) and Ultimax (Registered Trademark) models. Second Chance has claimed that Zylon (Registered Trademark) fiber, which is made by Toyobo, a Japanese corporation, and used in the ballistic fabric construction of those two models, degraded more rapidly than originally anticipated. Second Chance has also stated that the Zylon (Registered Trademark) degradation problem affects the entire body armor industry, not just its products. Both private claimants and State Attorneys General have already commenced legal action against Second Chance based upon its Ultima (Registered Trademark) and Ultimax (Registered Trademark) model vests.

We use Zylon (Registered Trademark) fiber in a number of concealable body armor models for law enforcement, but our vest design and construction are different from Second Chance. We have been testing our Zylon (Registered Trademark) -based vests since their 2000 introduction and to date these tests show no unanticipated degradation in ballistic performance. In addition, to our knowledge, no other body armor manufacturer has reported or experienced problems with Zylon (Registered Trademark) -based vests similar to those cited by Second Chance. The National Institute of Justice ("NIJ") tests and has certified each of our body armor designs before we begin to produce or sell any particular model.

In the Fall of 2003, following the assertions made by Second Chance, several law enforcement associations raised this issue to the U.S. Attorney General ("USAG"), who then asked the U.S. Department of Justice ("DOJ") through the NIJ to investigate these concerns and attempt to clarify the issues. We have and continue to support the Attorney General's directive and investigation.

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NIJ specifically warned against the misuse and misinterpretation of these results, emphasizing that the data produced so far is preliminary in nature, applies to a very small sample size and therefore it is not possible to draw any definitive conclusions from these results. The NIJ will continue to conduct further testing and analyze these issues in order to determine if any conclusions can be reached as to the performance and reliability of aged vests. We have requested the NIJ to provide us with its testing data, and we intend to evaluate and review the NIJ's results upon our receipt of such data in our continuing effort to assist the NIJ in developing uniform standards for certification of new vests and the testing of used vests.

In April 2004, two class action complaints were filed in Florida state court by police organizations and individual police officers, alleging, among other things, that our vests do not have the qualities and performance characteristics as warranted, thereby breaching express warranty, implied warranty of merchantability, implied warranty of fitness for a particular purpose and duty to warn. The complaints allege no specific amount, although it has been publicly stated that they are seeking $77 million in compensatory damages. We disagree with the allegations set forth in these complaints and are vigorously defending these lawsuits. We will be seeking to dismiss the claims asserted against us, however, any adverse resolution of these matters could have a material adverse effect on our business, financial condition, results of operations and liquidity. We have also received investigative demands from state agencies in Texas and Connecticut to which we have complied, as well as letters from two private attorneys threatening potential litigation.

It should be stressed that our vests are certified by the NIJ, have never suffered any penetration in the field and continue to save lives and protect officers from injury. In fact, neither of the two recently commenced lawsuits allege personal injuries of any kind, but instead speculate that our vests which contain Zylon (Registered Trademark) are defective without any reliable evidence of any defect.

Second Chance licenses from Simula a certain patented technology, which is used in some of the body armor it manufactures, but to our knowledge, no lawsuit has yet been brought against Second Chance based upon this licensed technology. Although Simula may be impacted by the pending suits filed against Second Chance, the licensed technology is not specifically related to the use of Zylon (Registered Trademark) fiber, however, any adverse resolution of these matters could have a material adverse effect on our business, financial condition, results of operations and liquidity.

Tax Matters

The Internal Revenue Service ("IRS") examined our U.S. federal income tax returns for the taxable years 2000 and 2001 and its examination concluded in April 2004. The IRS' examination of our tax returns for the taxable years 2000 and 2001 did not result in any material adverse effect on our business, financial condition, results of operations and liquidity.

Our executive offices are located at 1400 Marsh Landing Parkway, Suite 112, Jacksonville, FL 32250. Our telephone number is (904) 741-5400 and our website address is www.armorholdings.com. Information contained on our website is not part of this prospectus supplement and is not incorporated by reference.

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THE OFFERING

Common stock offered by Armor
Holdings...................... 4,000,000 shares.(1)

Common stock to be outstanding
immediately after
this offering................. 32,626,377 shares.(1)

Use of proceeds............... We intend to use the net proceeds from this offering to fund future acquisitions, to take advantage of business development opportunities, and for general corporate and working capital purposes, including the funding of capital expenditures. Until we use the proceeds from this offering in such manner, we intend to invest the proceeds in short-term taxable investment grade obligations, bank deposits, U.S. Government Securities or similar instruments. We will not receive any proceeds from any sale of shares by the selling stockholders.

Risk factors.................. See "Risk Factors" beginning on page S-12 of this prospectus supplement and page 6 of the accompanying prospectus for a discussion of factors you should carefully consider before deciding to invest in shares of our common stock.
New York Stock
Exchange Symbol............... AH

(1) Does not include up to 600,000 additional shares that the underwriters have the option to purchase from us and the selling stockholders.

The number of shares of our common stock that will be outstanding after this offering is based on 28,626,377 shares of common stock outstanding as of May 19, 2004. The number of shares outstanding after this offering does not include 3,874,724 shares of common stock issuable upon the exercise of stock options outstanding as of May 19, 2004, having a weighted average exercise price of $18.22 per share.

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SUMMARY CONSOLIDATED FINANCIAL INFORMATION

The following summary consolidated financial information is derived from our audited consolidated financial statements as of December 31, 2003 and December 31, 2002, and for each of the three years ended December 31, 2003, which were audited by PricewaterhouseCoopers LLP. The summary consolidated financial information as of, and for each of the three months ended March 31, 2004 and March 31, 2003 are derived from our unaudited consolidated financial statements. The unaudited consolidated financial statements include all adjustments, consisting of normal recurring accruals, which we consider necessary for a fair presentation of our financial position and the results of operations for these periods.

Operating results for the fiscal quarter ended March 31, 2004 and the year ended December 31, 2003 are not necessarily indicative of the results that may be expected for the entire year ending December 31, 2004 or for any other future period. You should read the information set forth in the table below in conjunction with our consolidated financial statements and the related notes thereto and other financial data contained elsewhere or incorporated by reference in the accompanying prospectus.

THREE MONTHS ENDED YEAR ENDED DECEMBER 31, MARCH 31, -------------------------------------- --------------------- 2001 2002 2003 2003 2004 ------------ ------------ ------------ ---------- ---------- (UNAUDITED) (DOLLARS IN THOUSANDS) INCOME STATEMENT DATA: Revenues: Aerospace & Defense ....................... $ 18,145 $ 59,318 $ 91,673 $ 15,910 $ 81,008 Products .................................. 149,868 179,946 193,960 44,007 53,840 Mobile Security ........................... 29,087 65,853 79,539 20,557 26,780 --------- --------- -------- -------- -------- Total Revenues ............................ 197,100 305,117 365,172 80,474 161,628 Costs and Expenses: Cost of sales ............................. 126,330 210,745 253,586 57,162 114,068 Operating expenses ........................ 38,659 49,836 62,795 14,004 23,251 Amortization(1) ........................... 2,142 245 489 60 980 Integration and other charges(2) .......... 3,296 5,926 12,573 422 681 --------- --------- -------- -------- -------- Operating Income ........................... 26,673 38,365 35,729 8,826 22,648 Interest expense, net ..................... 3,864 923 4,012 379 1,728 Other (income) expense, net... ............ (82) 51 508 69 115 --------- --------- -------- -------- -------- Income from continuing operations before provision for income taxes ................ 22,891 37,391 31,209 8,378 20,805 Provision for income taxes ................. 8,207 16,054 14,203 3,133 8,177 --------- --------- -------- -------- -------- Income from continuing operations .......... 14,684 21,337 17,006 5,245 12,628 --------- --------- -------- -------- -------- (Loss) from discontinued operations, net of income tax benefit (provision)(3) ......... (4,556) (39,026) (6,120) (158) (138) --------- --------- -------- -------- -------- Net income (loss) .......................... $ 10,128 $ (17,689) $ 10,886 $ 5,087 $ 12,490 ========= ========= ======== ======== ======== BALANCE SHEET DATA (AT THE END OF PERIOD): Cash and cash equivalents .................. $ 53,719 $ 16,551 $111,926 $ 21,599 $ 76,218 Working capital(4) ......................... 142,723 100,591 168,644 101,440 179,387 Total assets ............................... 388,057 367,753 585,626 375,222 587,901 Total debt ................................. 8,085 8,188 191,030 27,830 160,664 Net debt(5). ............................... (45,634) (8,363) 79,104 6,231 84,446 Stockholders' equity. ...................... 326,019 288,077 295,365 271,110 312,345

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THREE MONTHS ENDED YEAR ENDED DECEMBER 31, MARCH 31, -------------------------------------- ------------------------- 2001 2002 2003 2003 2004 ------------ ------------ ------------ ------------ ------------ (UNAUDITED) (DOLLARS IN THOUSANDS) OTHER FINANCIAL DATA: EBITDA from continuing operations(6)(10) .......... $ 31,931 $ 43,562 $ 42,545 $ 10,407 $ 25,811 EBITDA margin for continuing operations(6)(10) ................................ 16.2% 14.3% 11.7% 12.9% 16.0% EBITDA from continuing operations before integration and other charges(2)(6)(10) .......... $ 35,227 $ 49,488 $ 55,118 $ 10,829 $ 26,492 EBITDA margin for continuing operations before integration and other charges(2)(6)(10) ................................ 17.9% 16.2% 15.1% 13.5% 16.4% Capital expenditures for continuing operations..... $ 5,644 $ 5,902 $ 8,684 $ 1,727 $ 3,814 Interest expense for continuing operations ........ $ 4,002 $ 1,302 $ 4,800 $ 397 $ 2,067 Depreciation and amortization for continuing operations ....................................... $ 5,258 $ 5,197 $ 6,816 $ 1,581 $ 3,163 Ratio of net debt to EBITDA from continuing operations(6)(7)(8)(9) ........................... -- -- 1.9x -- -- Ratio of earnings to fixed charges(9) ............. 5.7x 14.9x 6.3x 13.3x 9.8x

(1) Effective January 1, 2002, we adopted Statement of Financial Accounting Standard No. 142, "Goodwill and Other Intangible Assets" (SFAS 142). Amortization of goodwill, including goodwill recorded in past business combinations, ceased upon adoption of this statement. In addition, this statement requires that goodwill be tested for impairment at least annually at the reporting unit level.

(2) Includes charges and certain non-capitalized expenses relating to the acquisition and integration of acquired businesses, stock-based compensation for certain key executives, severance charges and direct expenses associated with due diligence efforts for acquisitions not completed, integration of sales, marketing, distribution and manufacturing operations, as well as relocation and lease termination expenses.

(3) As described in Note 2 of our fiscal 2003 audited financial statements, included elsewhere in this prospectus supplement, we recorded net impairment charges of $12.4 million and $30.3 million in fiscal 2003 and 2002, respectively, for the Services Division. The 2003 impairment charges consisted of a non-cash goodwill reduction. The fiscal 2002 impairment charges consisted of approximately $6.1 million in estimated disposal costs and a $24.2 million non-cash goodwill reduction. In fiscal 2001, we recorded a pre-tax restructuring charge of $10.3 million for the Services Division as a result of an approved restructuring plan to close its U.S. investigations businesses, realign the Division's organization, eliminate excess facilities and reduce overhead in its businesses worldwide. Operating results for 2001 through the first three months of fiscal 2004 ended March 31, 2004 reflect the reclassification of the Services Division as discontinued operations. Cyconics International Training Services, Inc., a subsidiary providing certain training services, formerly reported as a part of the Services Division, is not included in the amounts classified as assets held for sale. The assets and liabilities as well as the operating results of Cyconics International Training Services, Inc. have been reclassified to the Armor Holdings Products Division where management oversight currently resides.

(4) Working capital is defined as current assets less current liabilities.

(5) Net debt consists of total debt less cash and cash equivalents.

(6) The following are not financial measures calculated in accordance with generally accepted accounting principles:

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o EBITDA from continuing operations, which we define as operating income from continuing operations, plus interest and other expenses (net), provision (benefit) for income taxes for continuing operations and depreciation and amortization for continuing operations;

o EBITDA margin from continuing operations, which is EBITDA from continuing operations divided by total revenues;

o EBITDA from continuing operations before integration and other charges, which we define as EBITDA from continuing operations plus integration and other charges; and

o EBITDA margin from continuing operations before integration and other charges, which is EBITDA from continuing operations before integration and other charges divided by total revenues;

Although our management may use these measures from time to time to track our cash flow or
availability under our revolving credit facility, we do not intend any of these measures to be used as indicators of our operating performance or liquidity for the referenced period or for future periods.

(7) The ratio of net debt to EBITDA is not a financial measure calculated in accordance with generally accepted accounting principles and is not intended as an indicator of our operating performance or liquidity for the referenced period or for future periods.

(8) For fiscal 2001 and 2002, the ratio was negative and therefore not meaningful. In these periods, cash and cash equivalents exceeded total debt. This ratio is not meaningful in quarterly periods.

(9) For purposes of computing the ratio of earnings to fixed charges, earnings consist of income from continuing operations before provision for income tax, plus fixed charges. Fixed charges consist of interest expense for continuing and discontinued operations, amortization of debt issuance cost and one-third of our rental expense for continuing and discontinued operations. Management believes that one-third is representative of the interest component of such rental expense.

(10) The following table shows the reconciliation of our net income (loss) as reported to operating income from continued operations, EBITDA from continuing operations and EBITDA from continuing operations before integration and other charges:

THREE MONTHS ENDED YEAR ENDED DECEMBER 31, MARCH 31, --------------------------------------- ---------------------- 2001 2002 2003 2003 2004 ---------- ------------- ---------- --------- ---------- (UNAUDITED) (DOLLARS IN THOUSANDS) Net income (loss) as reported ....................... $10,128 $ (17,689) $10,886 $ 5,087 $12,490 Plus: Loss from discontinued operations ............. 4,556 39,026 6,120 158 138 Plus: Provision for income taxes from continuing operations .............................. 8,207 16,054 14,203 3,133 8,177 Plus: Other (expense) income, net ................... (82) 51 508 69 115 Plus: Interest expense, net ......................... 3,864 923 4,012 379 1,728 ------- --------- ------- ------- ------- Operating income from continuing operations ......... 26,673 38,365 35,729 8,826 22,648 Plus: Depreciation and amortization ................. 5,258 5,197 6,816 1,581 3,163 ------- --------- ------- ------- ------- EBITDA from continuing operations ................... 31,931 43,562 42,545 10,407 25,811 Plus: Integration and other charges ................. 3,296 5,926 12,573 422 681 ------- --------- ------- ------- ------- EBITDA from continuing operations before integration and other charges ...................... $35,227 $ 49,488 $55,118 $10,829 $26,492 ======= ========= ======= ======= =======

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RISK FACTORS

Before you invest in our common stock, you should be aware of various risks, including those described below. You should carefully consider these risk factors, together with all of the other information included or incorporated by reference in this prospectus supplement and the accompanying prospectus, before you decide whether to purchase our common stock. The risks set out below are not the only risks we face. Interested persons should carefully consider the risks described below in evaluating our company and our business, financial condition, and results of operations. Additional risks and uncertainties not presently known to us, or that we currently consider to be immaterial, may also impair our business and financial situation.

If any of the following risks occur, our business, financial condition and results of operations could be materially adversely affected. In such case, the trading price of our common stock could decline, and you may lose all or part of your investment.

RISKS RELATED TO OUR INDUSTRY

THE PRODUCTS WE SELL ARE INHERENTLY RISKY AND COULD GIVE RISE TO PRODUCT LIABILITY AND OTHER CLAIMS.

The products that we manufacture are typically used in applications and situations that involve high levels of risk of personal injury. Failure to use our products for their intended purposes, failure to use or care for them properly, or their malfunction could result in serious bodily injury or death. Given this potential risk of injury, proper maintenance of our products is critical. Our products include: body armor and plates designed to protect against ballistic and sharp instrument penetration; less-lethal products such as less-lethal munitions, pepper sprays, distraction devices and flameless expulsion grenades; various models of police batons; rotary and fixed-wing aircraft seating systems; parachutes; vehicle and hard armoring systems; and police duty gear.

Claims have been made and are pending against certain of our subsidiaries, involving permanent physical injury and death caused by self-defense sprays and other munitions intended to be less-lethal. In addition, the manufacture and sale of certain less-lethal products may be the subject of product liability claims arising from the design, manufacture or sale of such goods. If these claims are decided against us and we are found to be liable, we may be required to pay substantial damages and our insurance costs may increase significantly as a result. Also, a significant or extended lawsuit, such as a class action, could also divert significant amounts of management's time and attention. We cannot assure you that our insurance coverage would be sufficient to cover the payment of any potential claim. In addition, we cannot assure you that this or any other insurance coverage will continue to be available or, if available, that we will be able to obtain it at a reasonable cost. Our cost of obtaining insurance coverage has risen substantially since September 11, 2001. Any material uninsured loss could have a material adverse effect on our business, financial condition and results of operations. In addition, the inability to obtain product liability coverage would prohibit us from bidding for orders from certain governmental customers since, at present, many bids from governmental entities require such coverage, and any such inability would have a material adverse effect on our business, financial condition, results of operations and liquidity.

Both private claimants and State Attorneys General have already commenced legal action against Second Chance Body Armor, Inc. ("Second Chance"), a body armor manufacturer and competitor to Armor Holdings, based upon its Ultima (Registered Trademark) and Ultimax (Registered Trademark) model vests. Second Chance licenses from Simula, one of our indirect subsidiaries, a certain patented technology which is used in some of the body armor it manufactures, but to our knowledge, no lawsuit has yet been brought against Second Chance based upon this licensed technology, although a letter was received by Simula from an attorney representing a police officer who was injured while wearing a Second Chance vest alleging potential liability against Simula. In addition, the U.S. Attorney General has asked the U.S. Department of Justice to investigate the claims regarding the Zylon (Registered Trademark) vests. As Simula has licensed its technology to Second Chance, it may be impacted by the pending claims against Second Chance and the investigation being conducted by the U.S. Department of Justice. If Simula

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is included in the claims pending against Second Chance and the investigation being conducted by the U.S. Department of Justice, we cannot assure you that any judgment, settlement or resolution against Simula will not have a material adverse effect on Simula's business, financial condition, results of operations and liquidity.

As a result of the USAG's and DOJ's initiative, the NIJ commenced an inquiry and investigation regarding the protocol for testing used vests, as well as the reliability of Zylon (Registered Trademark) and other ballistic fibers. We have consulted and continue to cooperate fully with the NIJ in this endeavor. To date, the NIJ has embarked only in its first phase of testing, which entails vests that have been heavily worn or exposed to adverse conditions, and which utilized the ballistic testing standard applicable to new vests. Although some of the vests tested, including ours, experienced some level of penetration, the NIJ specifically warned against the misuse and misinterpretation of these results, emphasizing that the data produced so far is preliminary in nature, applies to a very small sample size and therefore it is not possible to draw any definitive conclusions from these results. The NIJ will continue to conduct further testing and analyze these issues in order to determine if any conclusions can be reached as to the performance and reliability of aged vests. We have requested the NIJ to provide us with its testing data, and we intend to evaluate and review the NIJ's results upon our receipt of such data in our continuing effort to assist the NIJ in developing uniform standards for certification of new vests and the testing of used vests.

WE ARE SUBJECT TO EXTENSIVE GOVERNMENT REGULATION AND OUR FAILURE OR INABILITY TO COMPLY WITH THESE REGULATIONS COULD MATERIALLY RESTRICT OUR OPERATIONS AND SUBJECT US TO SUBSTANTIAL PENALTIES.

We are subject to federal licensing requirements with respect to the sale in foreign countries of certain of our products. In addition, we are obligated to comply with a variety of federal, state and local regulations, both domestically and abroad, governing certain aspects of our operations and workplace, including regulations promulgated by, among others, the U.S. Departments of Commerce, State and Transportation, the Federal Aviation Administration, the U.S. Environmental Protection Agency and the U.S. Bureau of Alcohol, Tobacco and Firearms. The U.S. Bureau of Alcohol, Tobacco, and Firearms also regulates us as a result of our manufacturing of certain destructive devices and by the use of ethyl alcohol in certain products. We also ship hazardous goods, and in doing so, must comply with the regulations of the U.S. Department of Transportation for packaging and labeling. Additionally, the failure to obtain applicable governmental approval and clearances could adversely affect our ability to continue to service the government contracts we maintain. Furthermore, we have material contracts with governmental entities and are subject to rules, regulations and approvals applicable to government contractors. We are also subject to routine audits to assure our compliance with these requirements. We have become aware that we are not in full compliance with certain regulations governing the export of equipment and related technology used for military purposes that are applicable to certain of our products. We have made a voluntary disclosure to the Office of Defense Trade Controls Compliance and have undertaken steps to comply with these regulations and to help ensure compliance in the future. We do not believe that such noncompliance

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will have a material adverse effect on our business. In addition, a number of our employees involved with certain of our federal government contracts are required to obtain specified levels of security clearances. Our business may suffer if we or our employees are unable to obtain the security clearances that are needed to perform services contracted for the Department of Defense, one of our major customers. Our failure to comply with these contract terms, rules or regulations could expose us to substantial penalties, including the loss of these contracts and disqualification as a U.S. government contractor.

Like other companies operating internationally, we are subject to the Foreign Corrupt Practices Act and other laws which prohibit improper payments to foreign governments and their officials by U.S. and other business entities. We operate in countries known to experience endemic corruption. Our extensive operations in such countries creates risk of an unauthorized payment by one of our employees or agents which would be in violation of various laws including the Foreign Corrupt Practices Act. Violations of the Foreign Corrupt Practices Act may result in severe criminal penalties which could have a material adverse effect on our business, financial condition, results of operations and liquidity.

WE HAVE SIGNIFICANT INTERNATIONAL OPERATIONS AND ASSETS, AND THEREFORE, ARE SUBJECT TO ADDITIONAL FINANCIAL AND REGULATORY RISKS.

We sell our products in foreign countries and seek to increase our level of international business activity. Our overseas operations are subject to various risks, including: U.S.-imposed embargoes of sales to specific countries (which could prohibit sales of our products there); foreign import controls (which may be arbitrarily imposed and enforced and which could interrupt our supplies or prohibit customers from purchasing our products); exchange rate fluctuations; dividend remittance restrictions; expropriation of assets; war, civil uprisings and riots; government instability; the necessity of obtaining government approvals for both new and continuing operations; and legal systems of decrees, laws, taxes, regulations, interpretations and court decisions that are not always fully developed and that may be retroactively or arbitrarily applied.

One component of our strategy is to expand our operations into selected international markets. Military procurement, for example, has traditionally had a large international base. Countries in which we are actively marketing include Germany, Canada, France, Italy, the United Kingdom, Norway, Japan, India, Korea and Australia. We, however, may be unable to execute our business model in these markets or new markets. Further, foreign providers of competing products and services may have a substantial advantage over us in attracting consumers and businesses in their country due to earlier established businesses in that country, greater knowledge with respect to the cultural differences of consumers and businesses residing in that country and/or their focus on a single market. We expect to continue to experience higher costs as a percentage of revenues in connection with the development and maintenance of international products and services. In pursuing our international expansion strategy, we face several additional risks, including:

o foreign laws and regulations, which may vary country by country, that may impact how we conduct our business;

o higher costs of doing business in foreign countries, including different employment laws;

o potential adverse tax consequences if taxing authorities in different jurisdictions worldwide disagree with our interpretation of various tax laws or our determinations as to the income and expenses attributable to specific jurisdictions, which could result in our paying additional taxes, interest and penalties;

o technological differences that vary by marketplace, which we may not be able to support;

o longer payment cycles and foreign currency fluctuations;

o economic downturns; and

o revenue growth outside of the United States may not continue at the same rate if it is determined that we have already launched our products and services in the most significant markets.

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We may also be subject to unanticipated income taxes, excise duties, import taxes, export taxes or other governmental assessments. In addition, a percentage of the payments to us in our international markets are often in local currencies. Although most of these currencies are presently convertible into U.S. dollars, we cannot be sure that convertibility will continue. Even if currencies are convertible, the rate at which they convert is subject to substantial fluctuation. Our ability to transfer currencies into or out of local currencies may be restricted or limited. Any of these events could result in a loss of business or other unexpected costs which could reduce revenue or profits and have a material adverse effect on our business, financial condition, results of operations and liquidity.

We routinely operate in areas where local government policies regarding foreign entities and the local tax and legal regimes are often uncertain, poorly administered and in a state of flux. We cannot, therefore, be certain that we are in compliance with, or will be protected by, all relevant local laws and taxes at any given point in time. A subsequent determination that we failed to comply with relevant local laws and taxes could have a material adverse effect on our business, financial condition, results of operations and liquidity.

One or more of these factors could adversely affect our future international operations and, consequently, could have a material adverse effect on our business, financial condition, results of operation and liquidity.

RISKS RELATED TO OUR BUSINESS

MANY OF OUR CUSTOMERS HAVE FLUCTUATING BUDGETS WHICH MAY CAUSE SUBSTANTIAL FLUCTUATIONS IN OUR RESULTS OF OPERATIONS.

Customers for our products include federal, state, municipal, foreign and military, law enforcement and other governmental agencies. Government tax revenues and budgetary constraints, which fluctuate from time to time, can affect budgetary allocations for these customers. Many domestic and foreign government agencies have in the past experienced budget deficits that have led to decreased spending in defense, law enforcement and other military and security areas. Our results of operations may be subject to substantial period-to-period fluctuations because of these and other factors affecting military, law enforcement and other governmental spending. For example, we attribute part of the decline in our Products Division revenue during the first quarter of 2001 with the timing of the Bulletproof Vest Partnership Act, which provides federal matching funds to law enforcement agencies purchasing bullet resistant vests. We believe that many agencies delayed their purchasing decisions during the first quarter of 2001 until such federal funds were fully allocated. A reduction of funding for federal, state, municipal, foreign and other governmental agencies could have a material adverse effect on sales of our products and our business, financial condition, results of operations and liquidity.

THE LOSS OF, OR A SIGNIFICANT REDUCTION IN, U.S. MILITARY BUSINESS WOULD HAVE A MATERIAL ADVERSE EFFECT ON US.

U.S. military contracts account for a significant portion of our business. The U.S. military funds these contracts in annual increments. These contracts require subsequent authorization and appropriation that may not occur or that may be greater than or less than the total amount of the contract. Changes in the U.S. military's budget, spending allocations, and the timing of such spending could adversely affect our ability to receive future contracts. None of our contracts with the U.S. military have a minimum purchase commitment and the U.S. military generally has the right to cancel its contracts unilaterally without prior notice. We are the sole-source provider to the U.S. military for up-armoring of the U.S. military's High Mobility Multipurpose Wheeled Vehicles ("HMMWVs"). The HMMWVs are manufactured by AM General Corporation under separate U.S. military contracts. Should production or deliveries of HMMWVs be significantly interrupted, or should other single source suppliers significantly interrupt deliveries of our components for up-armoring the HMMWVs, we will not be able to deliver such up-armoring systems for the HMMWVs to the U.S. military on schedule, which could have a material adverse effect on our business, financial condition, results of

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operations and liquidity. We also manufacture for the U.S. military helicopter seating systems, aircraft and land vehicle armor systems, protective equipment for military personnel and other technologies used to protect soldiers in a variety of life-threatening or catastrophic situations. The loss of, or a significant reduction in, U.S. military business for our helicopter seating systems, aircraft and land vehicle armor systems and other protective equipment could have a material adverse effect on our business, financial condition, results of operations and liquidity.

WE MAY LOSE MONEY OR GENERATE LESS THAN EXPECTED PROFITS ON OUR FIXED-PRICE CONTRACTS.

Some of our government contracts provide for a predetermined, fixed price for the products we make regardless of the costs we incur. Therefore, fixed-price contracts require us to price our contracts by forecasting our expenditures. When making proposals for fixed-price contracts, we rely on our estimates of costs and timing for completing these projects. These estimates reflect management's judgments regarding our capability to complete projects efficiently and timely. Our production costs may, however, exceed forecasts due to unanticipated delays or increased cost of materials, components, labor, capital equipment or other factors. Therefore, we may incur losses on fixed price contracts that we had expected to be profitable, or such contracts may be less profitable than expected, which could have a material adverse effect on our business, financial condition, results of operations and liquidity.

OUR BUSINESS IS SUBJECT TO VARIOUS LAWS AND REGULATIONS FAVORING THE U.S. GOVERNMENT'S CONTRACTUAL POSITION, AND OUR FAILURE TO COMPLY WITH SUCH LAWS AND REGULATIONS COULD HARM OUR OPERATING RESULTS AND PROSPECTS.

As a contractor to the U.S. government, we must comply with laws and regulations relating to the formation, administration and performance of the federal government contracts that affect how we do business with our clients and may impose added costs on our business. These rules generally favor the U.S. government's contractual position. For example, these regulations and laws include provisions that subject contracts we have been awarded to:

o protest or challenge by unsuccessful bidders; and

o unilateral termination, reduction or modification by the government.

The accuracy and appropriateness of certain costs and expenses used to substantiate our direct and indirect costs for the U.S. government under both cost-plus and fixed-price contracts are subject to extensive regulation and audit by the Defense Contract Audit Agency, an arm of the U.S. Department of Defense. Responding to governmental audits, inquiries or investigations may involve significant expense and divert management's attention. Our failure to comply with these or other laws and regulations could result in contract termination, suspension or debarment from contracting with the federal government, civil fines and damages and criminal prosecution and penalties, any of which could have a material adverse effect on our business, financial condition, results of operations and liquidity.

OUR MARKETS ARE HIGHLY COMPETITIVE, AND, IF WE ARE UNABLE TO COMPETE EFFECTIVELY, WE WILL BE ADVERSELY AFFECTED.

The markets in which we operate include a large number of competitors ranging from small businesses to multinational corporations and are highly competitive. Competitors who are larger, better financed and better known than us may compete more effectively than we can. In order to stay competitive in our industry, we must keep pace with changing technologies and client preferences. If we are unable to differentiate our services from those of our competitors, our revenues may decline. In addition, our competitors have established relationships among themselves or with third parties to increase their ability to address client needs. As a result, new competitors or alliances among competitors may emerge and compete more effectively than we can. There is also a significant industry trend towards consolidation, which may result in the emergence of companies which are better able to compete against us.

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THERE ARE LIMITED SOURCES FOR SOME OF OUR RAW MATERIALS WHICH MAY SIGNIFICANTLY CURTAIL OUR MANUFACTURING OPERATIONS.

The raw materials that we use in manufacturing ballistic resistant garments, SAPI plates and up-armored vehicles include: ceramic; steel; SpectraShield, a patented product of Honeywell, Inc.; Z-Shield, a patented product of Honeywell, Inc.; Zylon (Registered Trademark) , a patented product of Toyobo Co., Ltd.; Kevlar, a patented product of E.I. du Pont de Nemours Co., Inc., or DuPont; and Twaron, a patented product of Akzo-Nobel Fibers, B.V. We purchase these materials in the form of woven cloth from five independent weaving companies. In the event Du Pont or its licensee in Europe cease, for any reason, to produce or sell Kevlar to us, we would utilize these other ballistic resistant materials as a substitute. However, none of SpectraShield, Twaron, Z-Shield or Zylon (Registered Trademark) is expected to become a complete substitute for Kevlar in the near future. We enjoy a good relationship with our suppliers of Kevlar, SpectraShield, Twaron, Z-Shield and Zylon (Registered Trademark) . The use of Zylon (Registered Trademark) and Z-Shield in the design of ballistic resistant vests is a recent technological advancement that is subject to continuing development and study, including ongoing review by the NIJ. Toyobo is the only producer of Zylon (Registered Trademark) , and Honeywell is the only producer of Z-Shield. Should these materials become unavailable for any reason, we would be unable to replace them with materials of like weight and strength. We use a variety of ceramic materials in the production of SAPI plates and a variety of steels in armoring vehicles. Although we have a number of suppliers that we deal with in obtaining both ceramic and steel supplies, the industry generally, including our operations, is experiencing a limited supply of these materials, which is affecting the quantity of product that we can complete in any given period. In addition, SpectraShield, the ballistic fiber backing used in a variety of our ballistic applications, including SAPI plates, is currently being rationed by the U.S. Department of Commerce, which could limit the quantity of SAPI plates that we produce in any given period. Thus, if our supply of any of these materials were materially reduced or cut off or if there was a material increase in the prices of these materials, our manufacturing operations could be adversely affected and our costs increased, and our business, financial condition, results of operations and liquidity could be materially adversely affected.

WE MAY BE UNABLE TO COMPLETE OR INTEGRATE ACQUISITIONS EFFECTIVELY, IF AT ALL, AND AS A RESULT MAY INCUR UNANTICIPATED COSTS OR LIABILITIES OR OPERATIONAL DIFFICULTIES.

We intend to grow through the acquisition of businesses and assets that will complement our current businesses. We cannot be certain that we will be able to identify attractive acquisition targets, obtain financing for acquisitions on satisfactory terms or successfully acquire identified targets. Furthermore, we may have to divert our management's attention and our financial and other resources from other areas of our business. Our inability to implement our acquisition strategy successfully may hinder the expansion of our business. Because we depend in part on acquiring new businesses and assets to develop and offer new products, failure to implement our acquisition strategy may also adversely affect our ability to offer new products in line with industry trends.

We may not be successful in integrating acquired businesses into our existing operations. Integration may result in unanticipated liabilities or unforeseen operational difficulties, which may be material, or require a disproportionate amount of management's attention. Acquisitions may result in us incurring additional indebtedness or issuing preferred stock or additional common stock. Competition for acquisition opportunities in the industry may rise, thereby increasing our cost of making acquisitions or causing us to refrain from making further acquisitions. In addition, the terms and conditions of our senior credit facility and the indenture governing our 81/4% notes impose restrictions on us that, among other things, restrict our ability to make acquisitions.

OUR RESOURCES MAY BE INSUFFICIENT TO MANAGE THE DEMANDS IMPOSED BY OUR GROWTH.

We have rapidly expanded our operations, and this growth has placed significant demands on our management, administrative, operating and financial resources. The continued growth of our customer base, the types of services and products offered and the geographic markets served can be expected to continue to place a significant strain on our resources. In addition, we cannot easily

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identify and hire personnel qualified both in the provision and marketing of our security services and products. Our future performance and profitability will depend in large part on our ability to attract and retain additional management and other key personnel; our ability to implement successful enhancements to our management, accounting and information technology systems; and our ability to adapt those systems, as necessary, to respond to growth in our business.

WE DEPEND ON INDUSTRY RELATIONSHIPS.

A number of our products are components in our customers' final products. Accordingly, to gain market acceptance, we must demonstrate that our products will provide advantages to the manufacturers of final products, including increasing the safety of their products, providing such manufacturers with competitive advantages or assisting such manufacturers in complying with existing or new government regulations affecting their products. There can be no assurance that our products will be able to achieve any of these advantages for the products of our customers. Furthermore, even if we are able to demonstrate such advantages, there can be no assurance that such manufacturers will elect to incorporate our products into their final products, or if they do, that our products will be able to meet such customers' manufacturing requirements. Additionally, there can be no assurance that our relationships with our manufacturer customers will ultimately lead to volume orders for our products. The failure of manufacturers to incorporate our products into their final products could have a material adverse effect on our business, financial condition, results of operations and liquidity.

WE MAY BE UNABLE TO PROTECT OUR PROPRIETARY TECHNOLOGY, INCLUDING THE TECHNOLOGIES WE USE TO FURNISH THE UP-ARMORING OF HMMWVS.

We depend upon a variety of methods and techniques that we regard as proprietary trade secrets. We also depend upon a variety of trademarks, service marks and designs to promote brand name development and recognition. We rely on a combination of trade secret, copyright, patent, trademark, unfair competition and other intellectual property laws as well as contractual agreements to protect our rights to such intellectual property. Due to the difficulty of monitoring unauthorized use of and access to intellectual property, however, such measures may not provide adequate protection. It is possible that our competitors may access our intellectual property and proprietary information and use it to their advantage. In addition, there can be no assurance that courts will always uphold our intellectual property rights, or enforce the contractual arrangements that we have entered into to protect our proprietary technology. Any unenforceability or misappropriation of our intellectual property could have a material adverse effect on our business, financial condition and results of operations. Furthermore, we cannot assure you that any pending patent application or trademark application made by us will result in an issued patent or registered trademark, or that, if a patent is issued, it will provide meaningful protection against competitors or competitor technologies. In addition, if we bring or become subject to litigation to defend against claimed infringement of our rights or of the rights of others or to determine the scope and validity of our intellectual property rights, such litigation could result in substantial costs and diversion of our resources which could have a material adverse effect on our business, financial condition, results of operations and liquidity. Unfavorable results in such litigation could also result in the loss or compromise of our proprietary rights, subject us to significant liabilities, require us to seek licenses from third parties on unfavorable terms, or prevent us from manufacturing or selling our products, any of which could have a material adverse effect on our business, financial condition, results of operations and liquidity.

TECHNOLOGICAL ADVANCES, THE INTRODUCTION OF NEW PRODUCTS, AND NEW DESIGN AND MANUFACTURING TECHNIQUES COULD ADVERSELY AFFECT OUR OPERATIONS UNLESS WE ARE ABLE TO ADAPT TO THE RESULTING CHANGE IN CONDITIONS.

Our future success and competitive position depend to a significant extent upon our proprietary technology. We must make significant investments to continue to develop and refine our technologies. We will be required to expend substantial funds for and commit significant resources to the conduct of continuing research and development activities, the engagement of additional

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engineering and other technical personnel, the purchase of advanced design, production and test equipment, and the enhancement of design and manufacturing processes and techniques. Our future operating results will depend to a significant extent on our ability to continue to provide design and manufacturing services for new products that compare favorably on the basis of time to introduction, cost and performance with the design and manufacturing capabilities. The success of new design and manufacturing services depends on various factors, including utilization of advances in technology, innovative development of new solutions for customer products, efficient and cost-effective services, timely completion and delivery of new product solutions and market acceptance of customers' end products. Because of the complexity of our products, we may experience delays from time to time in completing the design and manufacture of new product solutions. In addition, there can be no assurance that any new product solutions will receive or maintain customer or market acceptance. If we are unable to design and manufacture solutions for new products of our customers on a timely and cost-effective basis, such inability could have a material adverse effect on our business, financial condition, results of operations and liquidity.

WE MAY BE ADVERSELY AFFECTED BY APPLICABLE ENVIRONMENTAL LAWS AND REGULATIONS.

We are subject to federal, state, local and foreign laws and regulations governing the protection of the environment and human health, including those regulating discharges to the air and water, the management of wastes, and the control of noise and odors. We cannot assure you that we are at all times in complete compliance with all such requirements. Like all companies in our industry, we are subject to potentially significant fines or penalties if we fail to comply with environmental requirements. Environmental requirements are complex, change frequently, and could become more stringent in the future. Accordingly, we cannot assure you that these requirements will not change in a manner that will require material capital or operating expenditures or will otherwise have a material adverse effect on us in the future. In addition, we are also subject to environmental laws requiring the investigation and clean-up of environmental contamination. We may be subject to liability, including liability for clean-up costs, if contamination is discovered at one of our current or former facilities, in some circumstances even if such contamination was caused by a third party such as a prior owner. We also may be subject to liability if contamination is discovered at a landfill or other location where we have disposed of wastes, notwithstanding that its historic disposal practices may have been in accordance with all applicable requirements. We use Orthochlorabenzalmalononitrile and Chloroacetophenone chemical agents in connection with our production of tear gas, and these chemicals are hazardous and could cause environmental damage if not handled and disposed of properly. Moreover, private parties may bring claims against us based on alleged adverse health impacts or property damage caused by our operations. The amount of liability for cleaning up contamination or defending against private party claims could be material.

RISKS RELATED TO OWNERSHIP OF OUR COMMON STOCK

DELAWARE LAW MAY LIMIT POSSIBLE TAKEOVERS.

Our certificate of incorporation makes us subject to the anti-takeover provisions of Section 203 of the General Corporation Law of the State of Delaware. In general, Section 203 prohibits publicly-held Delaware corporations to which it applies from engaging in a "business combination" with an "interested stockholder" for a period of three years after the date of the transaction in which the person became an interested stockholder, unless the business combination is approved in a prescribed manner. This provision could discourage others from bidding for our shares and could, as a result, reduce the likelihood of an increase in our stock price that would otherwise occur if a bidder sought to buy our stock.

OUR CERTIFICATE OF INCORPORATION AUTHORIZES THE ISSUANCE OF SHARES OF BLANK CHECK PREFERRED STOCK.

Our certificate of incorporation provides that our board of directors will be authorized to issue from time to time, without further stockholder approval, up to 5,000,000 shares of preferred stock in

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one or more series and to fix or alter the designations, preferences, rights and any qualifications, limitations or restrictions of the shares of each series, including the dividend rights, dividend rates, conversion rights, voting rights, terms of redemption, including sinking fund provisions, redemption price or prices, liquidation preferences and the number of shares constituting any series or designations of any series. Such shares of preferred stock could have preferences over our common stock with respect to dividends and liquidation rights. We may issue additional preferred stock in ways which may delay, defer or prevent a change in control of us without further action by our stockholders. Such shares of preferred stock may be issued with voting rights that may adversely affect the voting power of the holders of our common stock by increasing the number of outstanding shares having voting rights, and by the creation of class or series voting rights.

THE MARKET PRICE FOR OUR COMMON STOCK IS VOLATILE.

The market price for our common stock may be highly volatile. We believe that a variety of factors, including announcements by us or our competitors, quarterly variations in financial results, trading volume, general market trends and other factors, could cause the market price of our common stock to fluctuate substantially. Additionally, due to our relatively modest size, our winning or losing a large contract may have the effect of distorting our overall financial results.

WE MAY ISSUE A SUBSTANTIAL AMOUNT OF OUR COMMON STOCK IN CONNECTION WITH FUTURE ACQUISITIONS AND THE SALE OF THOSE SHARES COULD ADVERSELY AFFECT OUR STOCK PRICE.

As part of our acquisition strategy, we anticipate issuing additional shares of common stock as consideration for such acquisitions. To the extent that we are able to grow through acquisitions and issue our shares of common stock as consideration, the number of outstanding shares of common stock that will be eligible for sale in the future is likely to increase substantially. Persons receiving shares of our common stock in connection with these acquisitions may be more likely to sell large quantities of their common stock that may influence the price of our common stock. In addition, the potential issuance of additional shares in connection with anticipated acquisitions could lessen demand for our common stock and result in a lower price than would otherwise be obtained.

OUR STOCK PRICE MAY BE ADVERSELY AFFECTED WHEN ADDITIONAL SHARES ARE SOLD.

If our stockholders sell substantial amounts of our common stock in the public market, the market price of our common stock could fall. These sales might make it more difficult for us to sell equity or equity-related securities in the future at a time and price that we deem appropriate and may require us to issue greater amounts of our common stock to finance future acquisitions. Additional shares sold to finance acquisitions may dilute our earnings per share if the new operations' earnings are disappointing.

OUR DEBT AGREEMENTS RESTRICT OUR ABILITY TO PAY DIVIDENDS OR MAKE OTHER DISTRIBUTIONS TO OUR STOCKHOLDERS.

Our debt agreements, such as the indenture governing the 81/4% notes and the senior credit facility, contain certain financial and other covenants that limit, under certain circumstances, our ability to pay dividends or make other distributions to our stockholders. We are permitted to pay dividends and make other distributions to stockholders to the extent we satisfy the conditions, including the financial and other covenants, contained in such documents.

WE HAVE A HIGH LEVEL OF DEBT.

Our high level of debt could have important consequences to you and to us. For example:

o No payment of any kind may be made to our common stockholders without first meeting our obligations under our senior credit facility and the indenture governing our 81/4% notes;

o We may become more vulnerable to general adverse economic and industry conditions and adverse changes in governmental regulations;

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o We may have to dedicate a substantial portion of our cash flow from operations to make payments required under our senior credit facility and the 81/4% notes, reducing the availability of cash flow to fund future capital expenditures, working capital, execution of our growth strategy, research and development costs and other general corporate requirements;

o We may have limited flexibility in planning for, or reacting to, changes in our business and our industry, which may place us at a competitive disadvantage compared with competitors that have less debt or more financial resources;

o We may have limited ability to borrow additional funds, even when necessary to maintain adequate liquidity; and

o The terms of our senior credit facility and the indenture governing the 8 1/4% notes will allow us to incur substantial amounts of additional debt, subject to certain limitations. We might incur additional debt for various reasons, including to pay for additional acquisitions that we may make and assuming debt of companies that we may acquire.

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USE OF PROCEEDS

We estimate that the net proceeds from the sale of the common stock will be $142.3 million after deducting underwriting commissions and discounts and our estimated offering expenses. Our net proceeds estimate is based on an assumed initial price to the public of $37.70 per share, which was the last reported sale price of our common stock on the New York Stock Exchange on May 27, 2004. We intend to use the proceeds from this offering to fund future acquisitions, to take advantage of business development opportunities, and for general corporate and working capital purposes, including the funding of capital expenditures. As part of our business model, we expect to continue our strategy of growth through acquisitions. We believe that attractive acquisition opportunities exist in the United States and abroad. We have evaluated and expect to continue to evaluate possible acquisition transactions on an ongoing basis and, at any given time, may be engaged in discussions with respect to possible acquisitions or other business combinations. Certain of these transactions, if consummated, may be material to our operations and financial condition. Until we use the proceeds from this offering in the manner described above, we intend to invest the proceeds in taxable short-term investment grade obligations, bank deposits, U.S. government securities or similar instruments. We will not receive any proceeds from any sale of shares by the selling stockholders.

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

Our common stock is currently traded on the New York Stock Exchange under the symbol "AH." The high and low sales prices as reported on the New York Stock Exchange Composite Tape for the periods indicated are set forth in the table below.

PRICE RANGE ------------------------- HIGH LOW ----------- ----------- Fiscal 2001 First Quarter. .............................. $ 17.75 $ 14.60 Second Quarter .............................. $ 19.25 $ 11.00 Third Quarter ............................... $ 23.50 $ 14.20 Fourth Quarter .............................. $ 27.60 $ 19.25 Fiscal 2002 First Quarter. .............................. $ 28.25 $ 20.45 Second Quarter .............................. $ 29.55 $ 22.00 Third Quarter ............................... $ 25.50 $ 12.00 Fourth Quarter .............................. $ 16.50 $ 12.50 Fiscal 2003 First Quarter. .............................. $ 14.60 $ 9.40 Second Quarter .............................. $ 14.95 $ 9.91 Third Quarter ............................... $ 17.80 $ 12.83 Fourth Quarter .............................. $ 27.35 $ 16.46 Fiscal 2004 First Quarter ............................... $ 33.45 $ 24.80 Second Quarter through May 27, 2004 ......... $ 39.50 $ 31.60

On May 27, 2004, the last reported sale price of the common stock on the New York Stock Exchange was $37.70 per share. As of May 26, 2004, there were 356 holders of record of our common stock.

We have not previously paid dividends to our stockholders and we have no plans to pay dividends in the immediate future. However, we reevaluate our position from time to time and may change our policy in the future. The payment of any future dividends will be at the sole discretion of our board of directors and will depend upon, among other things, our future earnings, our capital requirements and our general financial condition. Our debt agreements, such as the indenture governing our 8 1/4% senior subordinated notes and the senior credit facility, allow us to pay dividends and to make other distributions to our stockholders, subject to certain limitations contained therein.

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CAPITALIZATION

The following table sets forth, as of March 31, 2004, our cash and cash equivalents and capitalization on an actual basis and as adjusted to reflect our issuance of 4,000,000 shares of our common stock in this offering and the anticipated application of our estimated net proceeds of $142.3 million, as described under "Use of Proceeds," assuming no exercise of the underwriters option to purchase additional shares. You should read the information set forth in the table below in conjunction with our consolidated financial statements and the related notes thereto and other financial data contained elsewhere in this prospectus supplement or incorporated by reference in the accompanying prospectus.

AS OF MARCH 31, 2004 ------------------------------------ ACTUAL OFFERING AS ADJUSTED ------------ ---------- ------------ (UNAUDITED, IN THOUSANDS EXCEPT FOR SHARE DATA) Cash and cash equivalents .......................... $ 76,218 $142,254 $ 218,472 ========= ======== ========= Debt including current installments: Credit facility (1) ............................... $ -- $ -- $ -- Senior subordinated notes ......................... 147,662 -- 147,662 Other debt ........................................ 3,040 -- 3,040 Fair value of interest rate swaps ................. 9,340 -- 9,340 --------- -------- --------- Total debt ...................................... 160,042 -- 160,042 --------- -------- --------- Stockholders' equity: Preferred stock, $.01 par value; 5,000,000 shares authorized; no shares issued and outstanding .... -- -- -- Common stock, $.01 par value; 50,000,000(2) shares authorized; 34,646,849 issued and 28,586,627 outstanding, actual; and 38,646,849 issued and 32,586,627 outstanding, as adjusted ............. 347 40 387 Additional paid-in capital ........................ 323,275 142,214 465,489 Retained earnings ................................. 57,432 -- 57,432 Accumulated other comprehensive income ............ 3,608 -- 3,608 Treasury stock .................................... (72,317) -- (72,317) --------- -------- --------- Total stockholders' equity ...................... 312,345 142,254 454,599 --------- -------- --------- Total capitalization ............................ $ 472,387 $142,254 $ 614,641 ========= ======== =========

(1) Subject to outstanding letters of credit, if any, we have the ability to borrow up to $60 million under our secured revolving credit facility, all of which will be senior debt.

(2) We are seeking to amend our Certificate of Incorporation, as amended (the "Certificate of Incorporation"), to increase the number of shares of our authorized common stock from 50,000,000 to 75,000,000 shares. As the amendment to our Certificate of Incorporation requires the approval by a majority of our stockholders under Delaware law, we included a proposal in our Proxy Statement for our 2004 Annual Meeting of Stockholders relating to the amendment of the Certificate of Incorporation and recommended to our stockholders that they approve the proposal. Our Annual Meeting of Stockholders is scheduled for June 22, 2004.

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SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA

The following selected consolidated financial information is derived from our audited consolidated financial statements as of December 31, 2003, 2002, 2001 and 2000, and for each of the four years ended December 31, 2003, which were audited by PricewaterhouseCoopers LLP. The information as of December 31, 1999 and for the year ended December 31, 1999 was derived from our consolidated financial statements audited by PricewaterhouseCoopers LLP and subsequently adjusted by management on an unaudited basis to reflect the presentation required for discontinued operations as a result of our decision in July of 2002 to sell our Services Division. The selected consolidated financial information as of, and for each of the three months ended March 31, 2004 and March 31, 2003 are derived from our unaudited consolidated financial statements. The unaudited consolidated financial statements include all adjustments, consisting of normal recurring accruals, which we consider necessary for a fair presentation of our financial position and the results of operations for these periods.

THREE MONTHS ENDED YEAR ENDED DECEMBER 31, MARCH 31, --------------------------------------------------------- --------------------- 1999 2000 2001 2002 2003 2003 2004 ----------- ---------- ---------- ------------ ---------- ---------- ---------- (UNAUDITED) (DOLLARS IN THOUSANDS) INCOME STATEMENT DATA: Revenues: Aerospace & Defense .................. $ -- $ -- $ 18,145 $ 59,318 $ 91,673 $15,910 $ 81,008 Products ............................. 96,706 139,904 149,868 179,946 193,960 44,007 53,840 Mobile Security ...................... -- -- 29,087 65,853 79,539 20,557 26,780 ------- -------- -------- --------- -------- ------- -------- Total Revenues ...................... 96,706 139,904 197,100 305,117 365,172 80,474 161,628 Costs and Expenses: Cost of sales ........................ 56,304 85,457 126,330 210,745 253,586 57,162 114,068 Operating expenses ................... 21,933 30,286 38,659 49,836 62,795 14,004 23,251 Amortization (1) ..................... 1,329 1,704 2,142 245 489 60 980 Integration and other charges(2) ..... 2,014 2,588 3,296 5,926 12,573 422 681 ------- -------- -------- --------- -------- ------- -------- Operating Income ...................... 15,126 19,869 26,673 38,365 35,729 8,826 22,648 Interest expense, net ................ 137 1,849 3,864 923 4,012 379 1,728 Other (income) expense, net .......... (811) (67) (82) 51 508 69 115 ------- -------- -------- --------- -------- ------- -------- Income from continuing operations before provision for income taxes ................................ 15,800 18,087 22,891 37,391 31,209 8,378 20,805 Provision for income taxes ............ 6,472 7,240 8,207 16,054 14,203 3,133 8,177 ------- -------- -------- --------- -------- ------- -------- Income from continuing operations ........................... 9,328 10,847 14,684 21,337 17,006 5,245 12,628 ------- -------- -------- --------- -------- ------- -------- Income (loss) from discontinued operations, net of income tax benefit (provision) (3) .............. 3,868 6,201 (4,556) (39,026) (6,120) (158) (138) ------- -------- -------- --------- -------- ------- -------- Net income (loss) ..................... $13,196 $ 17,048 $ 10,128 $ (17,689) $ 10,886 $ 5,087 $ 12,490 ======= ======== ======== ========= ======== ======= ========

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THREE MONTHS ENDED YEAR ENDED DECEMBER 31, MARCH 31, ----------------------------------------------------------------- ------------------------- 1999 2000 2001 2002 2003 2003 2004 ----------- ------------ ------------ ------------- ------------- ------------ ------------ (UNAUDITED) (DOLLARS IN THOUSANDS) BALANCE SHEET DATA (AT END OF PERIOD): Cash and cash equivalents ........... $ 13,246 $ 7,257 $ 53,719 $16,551 $ 111,926 $ 21,599 $ 76,218 Working capital (4) ................. 54,281 67,937 142,723 100,591 168,644 101,440 179,387 Total assets ........................ 178,922 225,957 388,057 367,753 585,626 375,222 587,901 Total debt .......................... 4,623 40,517 8,085 8,188 191,030 27,830 160,664 Net debt (5) ........................ (8,623) 33,260 (45,634) (8,363) 79,104 6,231 84,446 Stockholders' equity ................ 157,883 166,771 326,019 288,077 295,365 271,110 312,345 OTHER FINANCIAL DATA: EBITDA from continuing operations (6)(11) ............................ $ 17,732 $ 23,331 $ 31,931 $43,562 $ 42,545 $ 10,407 $ 25,811 EBITDA margin for continuing operations (6)(11) ................. 18.3% 16.7% 16.2% 14.3% 11.7% 12.9% 16.0% EBITDA from continuing operations before integration and other charges (2)(6)(11) ................. $ 19,746 $ 25,919 $ 35,227 $49,488 $ 55,118 $ 10,829 $ 26,492 EBITDA margin for continuing operations before integration and other charges (2)(6)(11) ........... 20.4% 18.5% 17.9% 16.2% 15.1% 13.5% 16.4% Capital expenditures for continuing operations ......................... $ 4,748 $ 4,063 $ 5,644 $ 5,902 $ 8,684 $ 1,727 $ 3,814 Interest expense for continuing operations ......................... $ 310 $ 1,952 $ 4,002 $ 1,302 $ 4,800 $ 397 $ 2,067 Depreciation and amortization for continuing operations .............. $ 2,606 $ 3,462 $ 5,258 $ 5,197 $ 6,816 $ 1,581 $ 3,163 Ratio of net debt to EBITDA from continuing operations (6)(7)(9)(10) -- 1.4x -- -- 1.9x -- -- Ratio of earnings to fixed charges (10) ....................... 23.8x 7.6x 5.7x 14.9 x 6.3x 13.3x 9.8x ADDITIONAL DATA FOR DISCONTINUED OPERATIONS: EBITDA from discontinued operations (8)(12) ................. $ 6,637 $ 9,914 $ 6,524 $(9,896) $ 7,658 $ 153 $ 48 EBITDA margin for discontinued operations (8)(12) ................. 11.1% 12.2% 6.9% (10.1)% 8.1% 0.6% 6.7% EBITDA from discontinued operations before integration and other charges (8)(12) .............. $ 7,224 $ 10,616 $ 7,300 $(7,273) $ 8,434 $ 195 $ 48 EBITDA margin for discontinued operations before integration and other charges (8)(12) .............. 12.0% 13.1% 7.7% ( 7.4)% 8.9% 0.8% 6.7%

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(3) As described in Note 2 of our fiscal 2003 audited financial statements, included elsewhere in this prospectus supplement, we recorded net impairment charges of $12.4 million and $30.3 million in fiscal 2003 and 2002, respectively, for the Services Division. The 2003 impairment charges consisted of a non-cash goodwill reduction. The fiscal 2002 impairment charges consisted of approximately $6.1 million in estimated disposal costs and a $24.2 million non-cash goodwill reduction. In fiscal 2001, we recorded a pre-tax restructuring charge of $10.3 million for the Services Division as a result of an approved restructuring plan to close its U.S. investigations businesses, realign the Division's organization, eliminate excess facilities and reduce overhead in its businesses worldwide. Operating results for 1999 through the first three months of fiscal 2004 ended March 31, 2004 reflect the reclassification of the Services Division as discontinued operations. Cyconics International Training Services, Inc., a subsidiary providing certain training services, formerly reported as a part of the Services Division, is not included in the amounts classified as assets held for sale. The assets and liabilities as well as the operating results of Cyconics International Training Services, Inc. have been reclassified to the Armor Holdings Products Division where management oversight currently resides.

(4) Working capital is defined as current assets less current liabilities.

(5) Net debt consists of total debt less cash and cash equivalents.

(6) The following are not financial measures calculated in accordance with generally accepted accounting principles:

o EBITDA margin from continuing operations, which is EBITDA from continuing operations divided by total revenues;

o EBITDA from continuing operations before integration and other charges, which we define as EBITDA from continuing operations plus integration and other charges; and

o EBITDA margin from continuing operations before integration and other charges, which is EBITDA from continuing operations before integration and other charges divided by total revenues;

Although our management may use these measures from time to time to track our cash flow or availability under our revolving credit facility, we do not intend any of these measures to be used as indicators of our operating performance or liquidity for the referenced period or for future periods.

(8) The following are not financial measures calculated in accordance with generally accepted accounting principles:

o EBITDA from discontinued operations, which we define as operating income from discontinued operations, plus interest and other expenses
(net), provision (benefit) for income taxes for discontinued operations and depreciation and amortization for discontinued operations;

o EBITDA margin from discontinued operations, which is EBITDA from discontinued operations divided by total revenues;

o EBITDA from discontinued operations before integration and other charges, which we define as EBITDA from discontinued operations plus integration and other charges; and

o EBITDA margin from discontinued operations before integration and other charges, which is EBITDA from discontinued operations before integration and other charges divided by total revenues.

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Although our management may use these measures from time to time to track our cash flow or availability under our revolving credit facility, we do not intend any of these measures to be used as indicators of our operating performance or liquidity for the referenced period or for future periods.

(9) For fiscal 1999, 2001 and 2002, the ratio was negative, and therefore, not meaningful. In these periods, cash and cash equivalents exceeded total debt. This ratio is not meaningful in quarterly periods.

(10) For purposes of computing the ratio of earnings to fixed charges, earnings consist of income from continuing operations before provision for income tax, plus fixed charges. Fixed charges consist of interest expense for continuing and discontinued operations, amortization of debt issuance cost and one-third of our rental expense for continuing and discontinued operations. Management believes that one-third is representative of the interest component of such rental expense.

(11) The following table shows the reconciliation of our net income (loss) as reported to operating income from continued operations, EBITDA from continuing operations and EBITDA from continuing operations before integration and other charges:

THREE MONTHS ENDED YEAR ENDED DECEMBER 31, MARCH 31, ------------------------------------------------------------- --------------------- 1999 2000 2001 2002 2003 2003 2004 ---------- ---------- ---------- ------------- ---------- --------- ---------- (UNAUDITED) (DOLLARS IN THOUSANDS) Net income (loss) as reported ......... $ 13,196 $ 17,048