UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6 )*
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)
May 22, 1997
(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 [ ].
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 791,612
Shares Bene- ____________________________________________________
ficially (8) Shared Voting Power
owned by 216,800
Each Report- ____________________________________________________
ing Person (9) Sole Dispositive Power
With 791,612
_________________________________________________________________
(10) Shared Dispositive Power
216,800
_________________________________________________________________
11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 1,008,412
_________________________________________________________________
12) Check if the Aggregate Amount in Row (11) excludes
certain shares: N/A
_________________________________________________________________
13) Percent of Class Represented by Amount in Box (11):
5.0%
_________________________________________________________________
14) Type of Reporting Person
I N
<PAGE>
Item 3. Source and Amount of Funds or Other Consideration.
Cooperman beneficially owns 1,008,412 Shares. Of this
amount, 303,612 Shares were purchased by Omega Capital Partners,
L.P., at a cost of $4,637.516; 21,100 Shares were purchased by
Omega Institutional Partners, L.P., at a cost of $369,250; 24,400
Shares were purchased by Omega Equity Partners, L.P., at a cost of
$459,425; 442,500 Shares were purchased by Omega Overseas Partners,
Ltd., at a cost of $15,270,313; and 216,800 Shares were purchased
by the Managed Account at a cost of $3,679,188. 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
Proxy Statement dated May 9, 1997 filed with the Securities &
Exchange Commission, there were 20,351,079 Shares of Common Stock
issued and outstanding on May 1, 1997. Omega Capital Partners,
L.P. owns 303,612 Shares, or 1.5% of those outstanding; Omega
Institutional Partners, L.P. owns 21,100 Shares, or 0.1% of those
outstanding; Omega Equity Partners, L.P. owns 24,400 Shares, or
0.1% of those outstanding; Omega Overseas Partners, Ltd. owns
442,500 Shares, or 2.2% of those outstanding; and the Managed
Account owns 216,800 Shares, or 1.1% 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., and the<PAGE>
Managed Account in shares of Common Stock since the last 13D
filing. All such transactions were open market transactions.
SALES:
Omega Capital Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
05/21/97 4,900 $46.25
05/22/97 9,200 45.89
Omega Equity Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
05/21/97 5,000 46.25
05/22/97 700 45.89
Omega Overseas Partners, Ltd.
Date of Amount of Price Per
Transaction Shares Share
05/22/97 11,200 $45.89
<PAGE>
The Managed Account
Date of Amount of Price Per
Transaction Shares Share
05/21/97 3,400 $46.25
05/22/97 6,400 45.89
PURCHASES:
Omega Equity Partners, L.P.
Date of Amount of Price Per
Transaction Shares Share
04/22/97 4,500 $38.50
The Managed Account
Date of Amount of Price Per
Transaction Shares Share
04/22/97 18,000 $38.50
Item 10. Certification.
Inasmuch as the reporting persons are no longer the
beneficial owners of more than five percent of the number of shares
outstanding, the reporting persons have no further reporting
obligation under Section 13(d) of the Securities and Exchange
Commission thereunder, and the reporting persons have no obligation
to amend this Statement if any material change occurs in the facts
set forth herein.
<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: May 23, 1997
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, pursuant to Power of
Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Capital Partners, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Institutional Partners, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, as Managing Member of
Omega Associates, L.L.C. on behalf
of Omega Equity Partners, L.P.,
pursuant to Power of Attorney on file.
/s/ Alan M. Stark
ALAN M. STARK on behalf of LEON G.
COOPERMAN, 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).
