SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 9 )*
Swiss Army Brands, Inc.
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(Name of Issuer)
Common Stock, $.10 Par Value
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(Title of Class of Securities)
870827102
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(CUSIP Number)
Claude A. Baum, Esq.
Berlack, Israels & Liberman LLP
120 West 45th Street
New York, New York 10036
(212) 704-0100
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
November 16, 2000
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(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 [ ]
Check the following box if a fee is being paid with the statement [ ]. (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 13 Pages
The Exhibit Index appears on page 9
<PAGE>
SCHEDULE 13D
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CUSIP NO. 870827102 Page 2 of 13 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Victorinox AG
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(E) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY --------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 2,955,400
PERSON --------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,955,400
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,955,400
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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%
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14 TYPE OF REPORTING PERSON*
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP NO. 870827102 Page 3 of 13 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Charles Elsener, Sr.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) [ ]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Switzerland
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 346,705
OWNED BY --------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 2,955,400
WITH --------------------------------------------------------
9 SOLE DISPOSITIVE POWER
346,705
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
2,955,400
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,302,105
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
--------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
40.9%
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14 TYPE OF REPORTING PERSON*
IN
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*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, Amendment No. 7 dated May 21,
1999, and Amendment No. 8 dated September 27, 2000 (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. 9 is to report that: (i) Mr.
Elsener purchased an aggregate of 61,500 shares of Swiss Army Common Stock (the
"Block-Purchased Shares") in three open market block trade transactions executed
in October 2000; and (ii) on November 16, 2000, Victorinox and Brae Group, Inc.
("Brae") entered into a letter agreement (the "Private Purchase Agreement")
pursuant to which (subject to certain conditions set forth therein) Victorinox
has agreed to purchase 1,917,900 shares of Swiss Army Common Stock (the "Private
Purchase Shares") for $5.00 per share, or $9,589,500 in the aggregate.
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 or (ii) 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.
<PAGE>
5
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Mr. Elsener purchased: (i) 20,000 Block-Purchased Shares in an
open market block trade transaction on October 10, 2000 for an aggregate
purchase price of $115,000, or $5.75 per share, paid in cash from Mr. Elsener's
personal funds, (ii) 27,500 Block-Purchased Shares in an open market block trade
transaction on October 10, 2000 for an aggregate purchase price of $160,875, or
$5.85 per share, paid in cash from Mr. Elsener's personal funds, and (iii)
14,000 Block-Purchased Shares in an open market block trade transaction on
October 24, 2000 for an aggregate purchase price of $81,900, or $5.85 per share,
paid in cash from Mr. Elsener's personal funds.
Under the terms of the Private Purchase Agreement, the
$9,589,500 aggregate purchase price to be paid by Victorinox for the Private
Purchase Shares will be paid by the satisfaction of indebtedness owed by Brae to
Victorinox.
ITEM 4. PURPOSE OF TRANSACTION
Mr. Elsener acquired the Block-Purchased Shares for investment
purposes. Victorinox contracted (under the Private Purchase Agreement) to
acquire the Private Purchase Shares for investment purposes.
Although neither Victorinox nor Mr. Elsener has formulated any
definite plans or proposals with respect to their respective investments 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. 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;
(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;
<PAGE>
6
(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 holders 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 holds an aggregate of 346,705
shares of Common Stock (excluding the Private Purchase Shares, which have not
been acquired at this date), constituting approximately 4.3% of the issued and
outstanding shares of Common Stock as of the date hereof. In addition, as the
controlling stockholder of Victorinox Mr. Elsener may be deemed to be the
beneficial owner of the 2,955,400 shares of Common Stock held by Victorinox. Mr.
Elsener thus may be deemed to be the beneficial owner of 3,302,105 shares of
Common Stock (excluding the Private Purchase Shares, which have not been
acquired at this date), constituting approximately 40.9% of the issued and
outstanding shares of Common Stock as of the date hereof.
If the 1,917,900 Private Purchase Shares were included in the
foregoing: (i) Victorinox would be the beneficial owner of an aggregate of
4,873,300 shares of Common Stock, constituting approximately 60.4% of the issued
and outstanding shares of Common Stock as of the date hereof, and (ii) Mr.
Elsener would be the beneficial owner of an aggregate of 5,220,005 shares of
Common Stock, constituting approximately 64.7% 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 346,705
shares of Common Stock held by him.
(c) Except for the open market block trade purchases by Mr.
Elsener described in item 3 above and in item 3 of Amendment No. 8, and the
entering into of Private Purchase Agreement described elsewhere herein, there
were no transactions in Common Stock effected by the Reporting Persons during
the past 60 days.
<PAGE>
7
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER
Under the Private Purchase Agreement, Brae agreed to sell to
Victorinox, and Victorinox agreed to purchase from Brae, the 1,917,900 Private
Purchase Shares for $5.00 per share, or $9,589,500 in the aggregate. The Private
Purchase Agreement requires (among other things) that Victorinox cause to be
filed with the United States Department of Justice and the United States Federal
Trade Commission a notification and report form under the Hart-Scott-Rodino
Antitrust Improvements Act of 1976, as amended (the "HSR Act"). The closing of
the purchase and sale under the Private Purchase Agreement is subject to the
condition that the relevant waiting period under the HSR Act shall have expired
or been terminated. The $9,589,500 purchase price will be paid by the
satisfaction of indebtedness owed by Brae to Victorinox, to be identified prior
to the closing. Prior to such closing, Victorinox will have no right to vote or
dispose of, or to direct the vote or disposition of, the Private Purchase
Shares. The Private Purchase Agreement contains other covenants, agreements,
representations and warranties customary for agreements of its type.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Joint Filing Agreement, dated September 27, 2000,
between Victorinox AG and Charles Elsener, Sr. (incorporated by reference to
Exhibit A to Amendment No. 8)
Exhibit B - Letter agreement, dated November 16, 2000, between
Brae Group, Inc. and Victorinox AG (the Private Purchase Agreement)
<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: November 17, 2000
VICTORINOX AG
By: /s/ CHARLES ELSENER, SR.
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Charles Elsener, Sr.
/s/ CHARLES ELSENER, SR.
---------------------------------
Charles Elsener, Sr.
<PAGE>
9
EXHIBIT INDEX
Exhibit Document Page
------- -------- ----
A Joint Filing Agreement, dated September 27, 2000,
between Victorinox AG and Charles Elsener, Sr.
(incorporated by reference to Exhibit A to
Amendment No. 8)
B Letter agreement, dated November 16, 2000, between 10
Brae Group, Inc. and Victorinox AG (the Private
Purchase Agreement)
