SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 8 )*
Swiss Army Brands, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.10 Par Value
--------------------------------------------------------------------------------
(Title of Class of Securities)
870827102
----------------------------------------------------
(CUSIP Number)
Claude A. Baum, Esq.
Berlack, Israels & Liberman LLP
120 West 45th Street
New York, New York 10036
(212) 704-0100
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications)
September 14, 2000
-----------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box o
Check the following box if a fee is being paid with the statement o. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 10 Pages
The Exhibit Index appears on page 9
<PAGE>
SCHEDULE 13D
--------------------------------- -----------------------------
CUSIP NO. 870827102 PAGE 2 OF 10
--------------------------------- -----------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
VICTORINOX AG
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
SWITZERLAND
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY ------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 2,955,400
REPORTING ------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,955,400
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,955,400
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
36.6%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
--------------------------------- -----------------------------
CUSIP NO. 870827102 PAGE 3 OF 10
--------------------------------- -----------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CHARLES ELSENER, SR.
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF
--------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
--------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
SWITZERLAND
--------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES 285,205
BENEFICIALLY ------------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 2,955,400
REPORTING ------------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 285,205
------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,955,400
--------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,240,605
--------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.2%
--------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
--------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
4
Victorinox AG, a Swiss corporation ("Victorinox"), and Charles
Elsener, Sr., a citizen of Switzerland ("Mr. Elsener"; and together with
Victorinox, the "Reporting Persons"), hereby amend the Statement on Schedule 13D
dated April 6, 1995, as amended by Amendment No. 1 dated April 11, 1995,
Amendment No. 2 dated June 26, 1996, Amendment No. 3 dated November 2, 1996,
Amendment No. 4 dated November 17, 1997, Amendment No. 5 dated December 30,
1997, Amendment No. 6 dated November 5, 1998, and Amendment No. 7 dated May 21,
1999 (collectively, the "Amended Statement"), filed by the Reporting Persons
with respect to the Common Stock, par value $.10 per share ("Common Stock"), of
Swiss Army Brands, Inc., a Delaware corporation ("Swiss Army"), formerly known
as The Forschner Group, Inc.
The purpose of this Amendment No. 8 is to report that: (i) Victorinox
purchased an aggregate of 85,200 shares of Swiss Army Common (the "Victorinox
Additional Shares") in various open market transactions since the date of
Amendment No. 7 to the Amended Statement, and (ii) Mr. Elsener purchased an
aggregate of 285,205 shares of Swiss Army Common Stock (the "Elsener Additional
Shares"; and collectively with the Victorinox Additional Shares, the "Additional
Shares") in two open market block trade transactions executed in September 2000.
Each Reporting Person is responsible for the completeness and
accuracy of only that information concerning such Reporting Person contained
herein, or in any subsequent amendment, and is not responsible for the
completeness or accuracy of any information concerning the other Reporting
Person. Neither Reporting Person knows or has reason to believe that any
information concerning the other Reporting Person contained herein is
inaccurate, and the execution of any subsequent amendment by each Reporting
Person shall constitute a representation by such Reporting Person that it or he
neither knows nor has reason to believe that any information concerning the
other Reporting Person contained in such amendment is inaccurate at the time of
such execution. Each Reporting Person hereby disclaims any responsibility for
(i) the filing of any reports or information required under Section 13(d) of the
Exchange Act and Regulation 13D-G promulgated thereunder relating to the other
Reporting Person and the timeliness of any such filing.
Except as set forth herein, there has been no material change in the
facts set forth in the Amended Statement with respect to either Reporting
Person. Items and sub-items not expressly addressed herein are inapplicable with
respect to the Reporting Persons, or the responses to them with respect to the
Reporting Persons either are negative or have not changed from those of the
Amended Statement.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(f) The executive officers and directors of Victorinox are: Mr.
Elsener; Charles Elsener, Jr. and Eduard Elsener. Each such person is a
citizen of Switzerland. Mr. Elsener's principal occupation and employment
is serving as President and Chief Executive Officer of Victorinox. Charles
Elsener, Jr.'s principal occupation and employment is serving as a director
of Victorinox. Eduard Elsener's principal occupation and employment is
serving as a director of Victorinox. Victorinox is a manufacturer of
cutlery and pocket knives. The business address of Mr. Elsener, Charles
<PAGE>
5
Elsener, Jr. and Eduard Elsener is the address of Victorinox's principal
business and address: c/o Victorinox Cutlery Company, CH-6438, Ibach-Schwyz,
Switzerland.
During the last five years, neither any Reporting Person, nor Charles
Elsener, Jr. nor Eduard Elsener (i) has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), and (ii) was a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, Federal or State securities laws or finding any
violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Victorinox purchased the 85,200 Victorinox Additional Shares in
separate open market transactions executed at various since May 1999 (the date
of Amendment No 7). The aggregate purchase price for the Victorinox Additional
Shares was $740,600.45 paid in cash from Victorinox's working capital. The
respective dates, numbers of shares and prices of these Victorinox Additional
Share purchases are as follows:
Date of Purchase Number of Shares Price/Share
---------------- ---------------- -----------
8/27/99 2,100 $8.25
8/30/99 200 $8.25
9/1/99 400 $8.1875
9/3/99 200 $8.25
9/10/99 2,000 $8.25
9/13/99 1,600 $8.25
10/29/99 9,000 $8.1938
11/1/99 11,100 $8.125
11/2/99 1,100 $8.00
11/3/99 10,300 $7.875
11/5/99 600 $7.875
11/5/99 500 $8.00
11/8/99 1,600 $7.875
11/9/99 1,600 $7.875
11/10/99 1,600 $7.875
11/12/99 1,600 $7.875
11/15/99 1,800 $7.9375
11/16/99 1,800 $8.0625
11/17/99 1,800 $8.125
11/18/99 1,800 $8.125
11/19/99 5,000 $8.09375
11/22/99 2,500 $8.125
11/23/99 6,200 $8.125
11/29/99 2,200 $8.125
12/2/99 2,200 $8.125
12/3/99 2,200 $8.00
<PAGE>
6
Date of Purchase Number of Shares Price/Share
---------------- ---------------- -----------
12/6/99 1,200 $8.00
12/31/99 15,000 $7.125
1/4/00 5,000 $7.00
------
85,200
Mr. Elsener purchased: (i) 248,205 Elsener Additional Shares in an
open market block trade transaction on September 14, 2000 for an aggregate
purchase price of $1,202,243, or $4-27/32 per share, paid in cash from Mr.
Elsener's personal funds, and (ii) 37,000 Elsener Additional Shares in an open
market block trade transaction on September 26, 2000 for an aggregate purchase
price of $201,187.50, or $5-7/16 per share, paid in cash from Mr. Elsener's
personal funds.
ITEM 4. PURPOSE OF TRANSACTION
The Reporting Persons acquired their respective Additional Shares for
investment purposes.
Although neither Victorinox nor Mr. Elsener has formulated any
definite plans or proposals with respect to their investment in Swiss Army, they
may consider the acquisition of additional shares of Common Stock or the
disposition of some or all of the shares of Common Stock held or to be held by
them, depending on market conditions and other circumstances. At the present
time Victorinox is in discussions with Brae Group, Inc., which holds 1,917,00
shares (or approximately 23.8%) of the outstanding Swiss Army Common Stock,
regarding the possible private purchase of such shares by Victorinox. No
agreement with respect to such a transaction has been reached at this time, and
there is no assurance that such an agreement will be reached or that such a
transaction will be consummated. Except as set forth above, neither Victorinox
nor Mr. Elsener has any plans or proposals which relate to or would result in
any of the following:
(a) The acquisition by any person of additional securities
of Swiss Army, or the disposition of securities of Swiss Army;
(b) An extraordinary corporate transaction, such as a
merger, reorganization or liquidation, involving Swiss Army or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of
Swiss Army or any of its subsidiaries;
(d) Any change in the present board of directors or management
of Swiss Army, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
<PAGE>
7
(e) Any material change in the present capitalization or
dividend policy of Swiss Army;
(f) Any other material change in Swiss Army's business or
corporate structure;
(g) Changes in Swiss Army's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of Swiss Army by any person;
(h) Causing a class of securities of Swiss Army to be delisted
from a national securities exchange or to cease to be authorized to be quoted in
an inter-dealer quotation system of a registered national securities
association;
(i) A class of equity securities of Swiss Army becoming eligible
for termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Victorinox is the beneficial owner of an aggregate of 2,955,400 shares
of Common Stock, constituting approximately 36.6% of the issued and outstanding
shares of Common Stock as of the date hereof. Mr. Elsener hold the 285,205
Additional Shares reporting herein. In addition, as the controlling stockholder
of Victorinox Mr. Elsener may be deemed to be the beneficial owner of 2,955,400
shares of Common Stock held by Victorinox. Mr. Elsener thus may be deemed to be
the beneficial owner of 3,240,605 shares of Common Stock, constituting
approximately 40.2% of the issued and outstanding shares of Common Stock as of
the date hereof.
(b) Victorinox and Mr. Elsener share with each other the power to vote or
direct the vote and to dispose or direct disposition of the 2,955,400 shares of
Common Stock held by Victorinox. Mr. Elsener has the sole power to vote or
direct the vote and to dispose or direct disposition of the 285,205 shares of
Common Stock held by him.
(c) Except for the open market block trade purchases by Mr. Elsener
described in item 3 above, there were no transactions in Common Stock effected
by the Reporting Persons during the past 60 days.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Joint Filing Agreement, dated September 27, 2000, between
Victorinox AG and Charles Elsener, Sr.
<PAGE>
8
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this statement is true, complete and
correct.
Dated: September 27, 2000
VICTORINOX AG
By: /s/ CHARLES ELSENER, SR.
----------------------------
Charles Elsener, Sr.
/s/ CHARLES ELSENER, SR.
----------------------------
Charles Elsener, Sr.
<PAGE>
9
EXHIBIT INDEX
Exhibit Document Page
------- -------- ----
A Joint Filing Agreement, dated 10
September 27, 2000, between
Victorinox AG and Charles Elsener, Sr.
<PAGE>
10
EXHIBIT A
JOINT FILING AGREEMENT
In accordance with the provisions of Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, as amended, the undersigned parties hereby
agree that the Amendment No. 8 of even date herewith to the Statement on
Schedule 13D dated April 6, 1995 (as previously amended) with respect to Swiss
Army Brands, Inc. (formerly known as The Forschner Group, Inc.) executed by the
undersigned parties is, and that any further amendments thereto executed by the
undersigned parties shall be, filed on behalf of each such party.
Dated: September 27, 2000
VICTORINOX AG
By: /s/ CHARLES ELSENER, SR.
----------------------------
Charles Elsener, Sr.
/s/ CHARLES ELSENER, SR.
----------------------------
Charles Elsener, Sr.
