SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 11 )*
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)
January 2, 2001
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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 7 Pages
<PAGE>
SCHEDULE 13D
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CUSIP NO. 870827102 Page 2 of 7 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*
WC
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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 4,986,300
PERSON --------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
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10 SHARED DISPOSITIVE POWER
4,986,300
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,986,300
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
61.8%
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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 7 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*
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 346,705
OWNED BY --------------------------------------------------------
EACH 8 SHARED VOTING POWER
REPORTING
PERSON 4,986,300
WITH --------------------------------------------------------
9 SOLE DISPOSITIVE POWER
346,705
--------------------------------------------------------
10 SHARED DISPOSITIVE POWER
4,986,300
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,333,005
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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)
66.1%
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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, Amendment No. 8
dated September 27, 2000, Amendment No. 9 dated November 17, 2000 and Amendment
No. 10 dated Deember 18, 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. 11 is to report that on January 2,
2001 Victorinox purchased an aggregate of 113,000 shares of Swiss Army Common
Stock (the "Additional Shares") in an open market block trade transaction at a
price of $695,656.25 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.
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5
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The $695,656.25 aggregate purchase price paid by Victorinox for the
Additional Shares was paid in cash from Victorinox's working capital.
ITEM 4. PURPOSE OF TRANSACTION
Victorinox acquired the Additional 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 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;
(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
<PAGE>
6
(j) Any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Victorinox holds an aggregate of 4,986,300 shares of Common Stock,
constituting approximately 61.8% 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, 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 4,986,300 shares of Common Stock held by Victorinox. Mr. Elsener thus may
be deemed to be the beneficial owner of 5,333,005 shares of Common Stock,
constituting approximately 66.1% 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 4,986,300 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 of Amendment No. 8 and Amendment No. 9 of the Amended
Statement, the purchase of the Private Purchase Shares described (and as
defined) in Amendment No. 10 of the Amended Statement, and the open market block
trade purchase reported elsewhere herein, 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. (incorporated herein by
reference to Exhibit A to Amendment No. 8)
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7
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: January 4, 2001
VICTORINOX AG
By: /s/ CHARLES ELSENER, SR.
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Charles Elsener, Sr.
/s/ CHARLES ELSENER, SR.
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Charles Elsener, Sr.
