UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
SAMSONITE CORPORATION
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
79604V105
(CUSIP Number)
Alan M. Stark
80 Main Street
West Orange, New Jersey 07052
(201)325-8660
(Name Address, and Telephone Number of Person Authorized to Receive
Notices and Communications)
November 6, 1996
(Date of Event which Requires Filing of this Statement)
If this 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 this 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>
SCHEDULE 13D
CUSIP No. 79604V105
__________________________________________________________________
1) Names of Reporting Person S.S. or I.R.S. Identification
No. of Above Person
LEON G. COOPERMAN
S.S. No. ###-##-####
_________________________________________________________________
2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [X]
_________________________________________________________________
3) SEC Use Only
_________________________________________________________________
4) Source of Funds:
WC
_________________________________________________________________
5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e). . . . . . . . . . . . .
NOT APPLICABLE
_________________________________________________________________
6) Citizenship or place of Organization:
UNITED STATES
_________________________________________________________________
(7) Sole voting Power
Number of 934,612
Shares Bene- ____________________________________________________
ficially (8) Shared Voting Power
owned by 201,800
Each Report- ____________________________________________________
ing Person (9) Sole Dispositive Power
With 934,612
_________________________________________________________________
(10) Shared Dispositive Power
201,800
_________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,136,412
_________________________________________________________________
12) Check if the Aggregate Amount in Row (11) excludes
certain shares: N/A
_________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
7.1%
_________________________________________________________________
14) Type of Reporting Person
I N
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Cooperman beneficially owns 1,136,412 Shares. Of this
amount, 378,812 Shares were purchased by Omega Capital Partners,
L.P., at a cost of $4,124,119; 355,700 Shares were purchased by
Omega Institutional Partners, L.P., at a cost of $4,073,399; 28,300
Shares were purchased by Omega Equity Partners, L.P., at a cost of
$389,513; 159,800 Shares were purchased by Omega Overseas Partners,
Ltd., at a cost of $1,750,640; 12,000 Shares were purchased by
Omega Overseas Partners II, Ltd., at a cost of $139,425; and
201,800 Shares were purchased by the Managed Account at a cost of
$2,243,357. The source of funds for the purchase of all such
Shares was investment capital.
Item 5. Interest in Securities of the Issuer.
Based upon the information contained in the Company's
Form 10Q filed with the Securities & Exchange Commission for the
quarter ended July 31, 1996, there were 16,004,450 Shares of Common
Stock issued and outstanding as of September 6, 1996. Omega
Capital Partners, L.P. owns 378,812 Shares, or 2.4% of those
outstanding; Omega Institutional Partners, L.P. owns 355,700
Shares, or 2.2% of those outstanding; Omega Equity Partners, L.P.
owns 28,300 Shares, or 0.2% of those outstanding; Omega Overseas
Partners, Ltd. owns 159,800 Shares, or 1.0% of those outstanding;
Omega Overseas Partners II, Ltd. owns 12,000 Shares, or 0.1% of
those outstanding; and the Managed Account owns 201,800 Shares, or
1.3% of those outstanding.
The following table details the transactions by each of
Omega Capital Partners, L.P., Omega Institutional Partners, L.P.,
Omega Equity Partners, L.P., Omega Overseas Partners, Ltd., Omega
Overseas Partners II, Ltd., and the Managed Account in shares of
Common Stock within the 60 day period prior to this filing. All
such transactions were open market sale transactions.
Omega Capital Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
11/01/96 43,300 $36.66
11/04/96 6,600 37.47
11/05/96 24,000 37.42
11/06/96 24,000 37.79
11/07/96 6,600 38.00
11/08/96 13,700 37.75
Omega Equity Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
10/18/96 8,300 $37.38
11/01/96 11,600 36.66
11/04/96 700 37.47
11/05/96 2,400 37.42
11/06/96 2,400 37.79
11/07/96 200 38.00
11/08/96 600 37.75
<PAGE>
Omega Overseas Partners, Ltd.
Date of Amount of Price Per
Transaction Shares Share
11/01/96 11,800 $36.66
11/04/96 2,300 37.47
11/05/96 8,000 37.42
11/06/96 8,000 37.79
11/07/96 3,300 38.00
11/08/96 7,100 37.75
Omega Overseas Partners, II, Ltd.
Date of Amount of Price Per
Transaction Shares Share
11/01/96 1,300 $36.66
11/04/96 300 37.47
11/05/96 800 37.42
11/06/96 800 37.79
11/07/96 200 38.00
11/08/96 500 37.75
The Managed Account
Date of Amount of Price Per
Transaction Shares Share
10/03/96 15,300 $29.56
11/01/96 35,100 36.66
11/04/96 3,800 37.47
11/05/96 13,000 37.42
11/06/96 13,000 37.79
11/07/96 3,400 38.00
11/08/96 7,600 37.75
<PAGE>
Signature
After reasonable inquiry and to the best of the
undersigned's knowledge and belief, the undersigned hereby
certifies that the information set forth in this statement is true,
complete and correct.
Dated: November 11, 1996
/s/ ALAN M. STARK
ALAN M. STARK on behalf of LEON G.
COOPERMAN, individually and as
managing partner of Omega Capital
Partners, L.P., Omega Institutional
Partners, L.P., and Omega Equity Partners
and as President of Omega Advisors, Inc.
pursuant to Power of Attorney on file.
ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT
CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001).
