<PAGE>
SCHEDULE 14A
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary proxy statement
[_] Confidential, for use of the Commission only (as permitted by Rule 14a-
6(e)(2))
[X] Definitive proxy statement
[_] Definitive additional materials
[_] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
Samsonite Corporation
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of filing fee (check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and
0-11.
(1) Title of each class of securities to which transaction applies:
- --------------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
- --------------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to exchange Act Rule 0-11 (Set forth the amount of which the
filing fee is calculated and state how it was determined):
- --------------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
- --------------------------------------------------------------------------------
(5) Total fee paid:
- --------------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
- --------------------------------------------------------------------------------
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting
fee was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
- --------------------------------------------------------------------------------
(1) Amount previously paid:
- --------------------------------------------------------------------------------
(2) Form, schedule or registration statement no.:
- --------------------------------------------------------------------------------
(3) Filing party:
- --------------------------------------------------------------------------------
(4) Date filed:
<PAGE>
[LOGO OF SAMSONITE CORPORATION APPEARS HERE]
SAMSONITE CORPORATION
NOTICE OF
1997
ANNUAL MEETING
AND
PROXY STATEMENT
YOUR VOTE IS IMPORTANT!
PLEASE PROMPTLY MARK, SIGN, DATE AND RETURN YOUR
PROXY IN THE ENCLOSED ENVELOPE.
SAMSONITE CORPORATION
11200 East Forty-Fifth Avenue
Denver, Colorado 80239
<PAGE>
SAMSONITE CORPORATION
May 9, 1997
Dear Samsonite Stockholder:
You are cordially invited to attend the Annual Meeting of Stockholders
to be held at 10:00 A.M. in the 5th Floor Auditorium A at Bear Stearns & Co.,
Inc., 245 Park Avenue in New York, New York on Thursday, June 26, 1997.
Information about the meeting, the nominees for election as directors of the
Company and the other proposals to be considered at such meeting are presented
in the Notice of Annual Meeting and the Proxy Statement on the following pages.
In addition to the formal items of business to be brought before the
meeting, there will be a report on our Company's operations during fiscal year
1997, which ended January 31, 1997. This will be followed by a question and
answer period.
Your participation in the Company's affairs is important, regardless
of the number of shares you hold. To ensure your representation, even if you
cannot attend the meeting, please sign, date and return the enclosed proxy
promptly.
We look forward to seeing you on June 26, 1997.
Sincerely,
/S/ Richard R. Nicolosi
Richard R. Nicolosi
President, Chief Executive Officer
and Director
<PAGE>
NOTICE OF ANNUAL MEETING
June 26, 1997
The Annual Meeting of Stockholders of Samsonite Corporation will be held in the
5th Floor Auditorium A at Bear Stearns & Co. Inc., 245 Park Avenue in New York,
New York on Thursday, June 26, 1997, at 10:00 A.M. local time for the following
purposes:
1. To elect three Class II directors for a term of three years and
until their successors are elected and qualified;
2. To approve and ratify the appointment of KPMG Peat Marwick LLP as
independent auditors for fiscal 1998; and
3. To transact such other business as properly may come before the
meeting.
Stockholders of record at the close of business on May 1, 1997, are entitled to
receive notice of, and to vote at, the meeting. A list of stockholders entitled
to vote will be kept at the office of Corporate Secretary, Samsonite
Corporation, 11200 East 45th Avenue, Denver, Colorado 80239, for a period of ten
days prior to the meeting.
BY ORDER OF THE BOARD OF DIRECTORS
Samsonite Corporation
11200 East 45th Avenue
Denver, Colorado 80239
May 9, 1997
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
SECRETARY'S LETTER
NOTICE OF ANNUAL MEETING
PROXY STATEMENT
<S> <C>
GENERAL INFORMATION.................................................................... 1
VOTING OF PROXIES...................................................................... 1
ATTENDANCE AT ANNUAL MEETING........................................................... 2
PROXY STATEMENT PROPOSALS.............................................................. 2
PROPOSAL 1. Election of Directors............................................... 2
Directors' Meetings and Compensation................................ 3
Certain Committees of the Board..................................... 3
Compliance with Exchange Act Requirements........................... 4
PROPOSAL 2. Approval and Ratification of Appointment of Independent Auditors.... 4
DIRECTORS.............................................................................. 4
EXECUTIVE OFFICERS..................................................................... 5
EXECUTIVE COMPENSATION................................................................. 6
PERFORMANCE GRAPH...................................................................... 18
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT......................... 20
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS......................................... 22
OTHER MATTERS.......................................................................... 23
</TABLE>
i
<PAGE>
PROXY STATEMENT
GENERAL INFORMATION
This Proxy Statement is furnished in connection with the solicitation by
the Board of Directors of Samsonite Corporation ("Samsonite" or the "Company")
of proxies to be voted at the Annual Meeting of the Company's stockholders on
June 26, 1997. This Proxy Statement, the accompanying proxy card and the
Company's Annual Report on Form 10-K for the fiscal year ended January 31, 1997
are being mailed to stockholders on or about May 9, 1997. Business at the Annual
Meeting will be conducted in accordance with the procedures determined by the
presiding officer and generally will be limited to matters properly brought
before the meeting by or at the suggestion of the Board of Directors or by a
stockholder pursuant to provisions of the Company's By-laws that require advance
notice and disclosure of relevant information.
The number of voting securities of the Company outstanding on May 1, 1997,
the record date for the meeting, was 20,351,079 shares of common stock, par
value $.01 per share ("Common Stock"), each share being entitled to cast one
vote. Unless otherwise indicated, information presented herein is as of May 1,
1997.
VOTING OF PROXIES
Since many of the Company's stockholders are unable to attend the Company's
Annual Meeting, the Board of Directors solicits proxies to give each stockholder
an opportunity to vote on all matters scheduled to come before the meeting and
set forth in this Proxy Statement. Stockholders are urged to read carefully the
material in this Proxy Statement, specify their choice on each matter by marking
the appropriate boxes on the enclosed proxy card and sign, date and return the
card in the enclosed envelope.
By completing and returning the accompanying proxy card, the stockholder
authorizes Richard H. Wiley and John P. Murtagh, as designated on the face of
the proxy card, to vote all shares for the stockholder. All returned proxy cards
that are properly executed will be voted as the stockholder directs. If no
direction is given, the executed proxy cards will be voted FOR Proposals 1 and 2
described in this Proxy Statement. A proxy card may be revoked by a stockholder
at any time before it is voted at the Annual Meeting by giving notice of
revocation to the Company in writing, by execution of a later dated proxy card,
or by attending and voting at the Annual Meeting.
The holders of all outstanding shares of Common Stock are entitled to vote
in person or by proxy on all matters that may come before the meeting. The
holders of shares entitled to cast not less than a majority of the votes must be
present in person or represented by proxy at the meeting in order to constitute
a quorum for the transaction of business; all shares present in person or
represented by proxy are counted for quorum purposes.
Directors are elected by a plurality of the votes of the shares present or
represented at the meeting and entitled to vote. Under applicable Delaware law,
in tabulating the vote for the election of directors, broker non-votes and
directions to withhold will be disregarded and will have no effect on the
outcome of the vote. Where a stockholder by marking a proxy card or ballot
withholds a vote on the election of any director or otherwise indicates that no
vote is to be cast on any specific matter to be voted upon (including a non-vote
by a broker), such votes are generally not counted as entitled to vote with
respect to that election or subject matter, as the case may be.
The vote required with respect to each of the other matters to be presented
at the Annual Meeting, as well as the effect of abstentions and broker non-
votes, is set forth in connection with the description of each such matter set
forth herein.
1
<PAGE>
ATTENDANCE AT ANNUAL MEETING
To ensure the availability of adequate space for the Company's stockholders
wishing to attend the meeting, priority seating will be given to stockholders of
record, beneficial owners of the Company's stock having evidence of such
ownership, or their authorized representatives, and invited guests of
management. In addition, a stockholder may bring a guest. Those unable to attend
may request from the Secretary a copy of the report of the proceedings of the
meeting.
PROXY STATEMENT PROPOSALS
Other than the matters to be presented by the Company as set forth in the
Notice of Annual Meeting, the Company knows of no other matters that properly
may be presented at the meeting. Proposals and suggestions received from
stockholders are given careful consideration. Stockholder proposals are eligible
for consideration for inclusion in the proxy statement for the 1998 Annual
Meeting if they are received by the Company on or before January 31, 1998. Any
proposal should be directed to the attention of the Corporate Secretary,
Samsonite Corporation, 11200 East 45th Avenue, Denver, Colorado 80239.
PROPOSAL 1. ELECTION OF DIRECTORS
The Board of Directors is classified into three classes serving staggered
three-year terms. The terms of three directors expire in 1997.
Each nominee will be elected to serve a term of three years expiring in
2000 (Class II), until a successor is elected and qualified. Each nominee has
been a director since June 8, 1993, the date the Company's plan of
reorganization became effective.
Information concerning the nominees for election as directors is presented
below. Each nominee has consented to serve as a director if elected. Should any
nominee become unable to accept nomination or election, it is intended that the
enclosed proxy card will be voted for the election of a nominee designated by
the Board of Directors, unless the Board of Directors reduces the number of
directors.
The ages of directors listed below are as of May 1, 1997.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE NOMINEES LISTED
BELOW.
R. Theodore Ammon. Age 47. Mr. Ammon has been Chairman of the Board and
Chief Executive Officer of Big Flower Press Holdings, Inc. since 1993. Mr. Ammon
was a General Partner of Kohlberg Kravis Roberts & Co. (a New York and San
Francisco-based investment firm) from 1990 to 1992, and an executive of such
firm prior to 1990. Mr. Ammon is also a member of the Board of Directors of Host
Marriott Corporation, Foodbrands America, Inc., and Culligan Water Technologies,
Inc. In addition, Mr. Ammon serves on the Board of Directors of the New York
YMCA, Jazz at Lincoln Center, the Institute of International Education, and on
the Board of Trustees of Bucknell University.
Robert H. Falk. Age 58. Mr. Falk has been an officer since April 1992 of
Apollo Capital Management, Inc. and Lion Capital Management, Inc., which
respectively act as general partners of Apollo Advisors, L.P. and Lion Advisors,
L.P. Mr. Falk is a limited partner of Apollo Advisors, L.P., which, together
with its affiliates, acts as managing general partner of Apollo Investment Fund,
L.P., AIF II, L.P. and Apollo Investment Fund III, L.P., private securities
investment funds, and a limited partner of Lion Advisors, L.P., which acts as
financial advisor to and representative for certain institutional investors with
respect to securities investments. Prior to 1992, Mr. Falk was a partner in the
law firm of Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Falk is a director of
Converse, Inc., Culligan Water Technologies, Inc., the Florsheim Group, Inc. and
Salant Corporation.
2
<PAGE>
Mark H. Rachesky, M.D. Age 38. Dr. Rachesky has been a director of the
Company since 1993. Dr. Rachesky is the founder of MHR Capital Partners LP, an
investment fund targeted toward individual investors which invests in distressed
securities, and is currently forming similar investment funds for institutional
investors and off-shore investors. Dr. Rachesky is the principal owner and
manager of MHR Advisors LLC and MHR Management Company LLC, the general partner
and investment manager, respectively, of MHR Capital Partners LP. From February
1, 1990 through June 11, 1996, Dr. Rachesky was employed by Starfire Holding
Corporation, a holding company for Carl C. Icahn's investments, where he served
as senior investment advisor and, for the last three years, as sole Managing
Director, and, in such capacity, acted as Mr. Icahn's chief investment advisor.
Dr. Rachesky has served as a director of Culligan Water Technologies, Inc. since
September 1995 and of Cadus Pharmaceutical Corporation since August 1993. From
June 1987 to January 1990, Dr. Rachesky was employed by an affiliate of the
Robert M. Bass Group, where he was involved in financing and investing activity.
DIRECTORS' MEETINGS AND COMPENSATION
During the Company's fiscal year 1997 (the year ended January 31, 1997),
the Board of Directors met seven times and acted by unanimous written consent
three times. Each director attended 75% or more of the meetings of the Board of
Directors and each committee of the Board on which he served, except for R.
Theodore Ammon, Leon D. Black and Carl C. Icahn who each attended 64%, 71% and
27%, respectively, of the aggregate number of Board meetings and meetings of
committees on which he served.
Each member of the Board of Directors of the Company, other than a director
employed by the Company, is entitled to receive a fee of $25,000 per annum for
serving on the Board of Directors. In fiscal 1997, the Company adopted the 1996
Directors' Stock Plan whereby Board members may elect to receive a portion of
their fees in the Company's Common Stock rather than cash. As of May 1, 1997,
based on the elections of the directors, approximately 88% of the aggregate
directors fees are being paid solely in Company shares. In addition, directors
are reimbursed for all reasonable travel and other expenses of attending
meetings of the Board or a committee thereof.
CERTAIN COMMITTEES OF THE BOARD
The Board of Directors has standing Audit and Compensation Committees. The
Board of Directors does not have a standing Nominating Committee.
AUDIT. During fiscal year 1997, the members of the Audit Committee were R.
Theodore Ammon, Richard R. Nicolosi, Mark H. Rachesky and Marc J. Rowan. The
Audit Committee met three times during fiscal 1997.
The Audit Committee is primarily concerned with the effectiveness of the
Company's accounting policies and practices, financial reporting and internal
controls. The Audit Committee is authorized (i) to make recommendations to the
Board of Directors regarding the engagement of the Company's independent
accountants, (ii) to review the plan, scope and results of the annual audit, the
independent accountants' letter of comments and management's response thereto
and the scope of any non-audit services that may be performed by the independent
accountants, (iii) to review the Company's policies and procedures with respect
to internal accounting and financial controls and (iv) to review any changes in
accounting policy.
COMPENSATION. The Compensation Committee met three times during fiscal year
1997 and acted by unanimous written consent five times. The members of the
Compensation Committee during fiscal 1997 were R. Theodore Ammon, Robert H.
Falk, Carl C. Icahn and Marc J. Rowan. The current members of the Compensation
Committee are R. Theodore Ammon, Robert H. Falk and Marc J. Rowan.
The Compensation Committee is authorized and directed to review and approve
the compensation and benefits of the executive officers, to review and approve
the annual salary plans, to review management organization and development, to
review and advise management regarding the benefits, including bonuses, and
other terms and conditions of employment of other employees, to administer any
stock option plans that may be adopted and the granting of options under such
plans, and to review and recommend for the approval of the Board the
compensation of directors.
The Compensation Committee Report begins on page 6.
3
<PAGE>
COMPLIANCE WITH EXCHANGE ACT REQUIREMENTS
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers and
persons who own more than 10% of a registered class of the Company's equity
securities ("principal stockholders") to file with the Securities and Exchange
Commission (the "Commission") initial reports of ownership and reports of
changes in ownership of equity securities of the Company. Officers, directors
and principal stockholders are required to furnish the Company with copies of
all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company, during fiscal year 1997, all section 16(a)
requirements applicable to officers, directors and principal stockholders were
complied with, except that the Forms 4 with respect to changes in ownership of
equity securities with respect to stock options and awards for Messrs. Thomas J.
Leonard, Thomas R. Sandler and Luc Van Nevel were filed late.
PROPOSAL 2. APPROVAL AND RATIFICATION OF APPOINTMENT OF INDEPENDENT AUDITORS
The Board of Directors desires to obtain from the Company's stockholders an
indication of their approval or disapproval of the Board's action in appointing
KPMG Peat Marwick LLP as independent auditors of the Company and its
subsidiaries for the Company's fiscal year 1998 (year ending January 31, 1998).
The Board of Directors reviewed the performance of KPMG Peat Marwick LLP in
prior years as well as the firm's reputation for integrity and competence in the
fields of accounting and auditing, and the status of litigation involving the
firm. Based on such review, the Board of Directors approved the appointment of
KPMG Peat Marwick LLP as independent auditors.
Representatives of KPMG Peat Marwick LLP will be present at the Annual
Meeting and will have the opportunity to make such statements as they may
desire. They will also be available to respond to any questions from
stockholders.
The affirmative vote of a majority of the votes cast with respect to
Proposal 2 is required for its approval. THE BOARD OF DIRECTORS RECOMMENDS A
VOTE FOR THE FOLLOWING RESOLUTION, WHICH WILL BE PROPOSED AT THE MEETING:
"RESOLVED, that the appointment, by the Board of Directors of the Company,
of KPMG Peat Marwick LLP as independent auditors of the Company and its
subsidiary companies, for the fiscal year 1998, be and hereby is approved
and ratified."
In the event the resolution is defeated, the adverse vote will be
considered a direction to the Board of Directors to select other auditors for
the following year. However, because of the difficulty and cost of making any
substitution of auditors, it is contemplated that the appointment for the fiscal
year 1998 will be permitted to stand unless the Board finds other good reasons
for such a change.
DIRECTORS
Information regarding the three directors who are nominated for election is
provided under PROPOSAL 1 included elsewhere herein. The following directors are
serving terms expiring in future years and are not up for election at the 1997
Annual Meeting. The terms of directors Bernard Attal, Leon D. Black, and Richard
R. Nicolosi expire in 1998. The terms of directors Robert L. Rosen, Marc J.
Rowan, and Stephen J. Solarz expire in 1999. Mr. Carl C. Icahn resigned as a
Director effective March 26, 1997.
Bernard Attal. Age 33. Mr Attal has been a director of the Company since
March 28, 1996, when the Board of Directors elected him to the Board. Mr. Attal
is President of Heights Advisors, which acts as a financial advisor and a
representative for certain European institutional investors with respect to
their investments in the United States. From 1992 to 1995, Mr. Attal was a Vice
President at Credit Lyonnais Securities. Prior to 1992, Mr. Attal was Chief
Financial Officer of Altus Patrimoine & Gestion, a money management firm. Mr.
Attal is a director of New California Life Holdings, Inc., Culligan Water
Technologies, Inc. and the Florsheim Group, Inc.
4
<PAGE>
Leon D. Black. Age 45. Mr. Black is one of the founding principals of
Apollo Advisors, L.P., which, together with its affiliates, acts as managing
general partner of Apollo Investment Fund, L.P., AIF II, L.P. and Apollo
Investment Fund III, L.P., private securities investment funds, and Lion
Advisors, L.P., which acts as financial advisor to and representative for
certain institutional investors with respect to securities investments, and of
Apollo Real Estate Advisors, L.P., which serves as managing general partner of
Apollo Real Estate Investment Fund, L.P., a private real estate oriented
investment fund. Mr. Black is a director of Big Flower Press, Inc., Converse,
Inc., Furniture Brands International, Inc., Vail Resorts, Inc., Telemundo Group,
Inc. and Culligan Water Technologies, Inc.
Richard R. Nicolosi. Age 49. Mr. Nicolosi was appointed President and Chief
Executive Officer effective May 15, 1996. From 1994 to 1996, Mr. Nicolosi was
Senior Vice President of Scott Paper Company. From 1992 to 1994, Mr. Nicolosi
was President of Nicolosi & Associates, a privately owned business consulting
firm. From 1969 to 1992, Mr. Nicolosi was employed by Procter & Gamble in
various positions, the latest being President, Pulp and Paper Sector, Corporate
Group Vice President, as well as a member of the Executive Committee. He is a
member of the Advisory Board of Directors of Domino's Pizza, Inc.
Robert L. Rosen. Age 50. Mr. Rosen is Chief Executive Officer of RLR
Partners, LLC, a private investment partnership founded in April 1987. From 1987
until 1993, Mr. Rosen was Chairman of the Board and Chief Executive Officer of
Damon Corporation and its predecessor which operates one of the leading clinical
laboratory testing networks in the United States. Damon Corporation was acquired
by Corning, Inc. on August 4, 1993. Since 1993, Mr. Rosen has been a director of
the Municipal Advantage Fund, Inc., Municipal Partners Fund, Inc., Municipal
Partners Fund II, Inc. and the Spring Mountain Group. Mr. Rosen is a director of
Culligan Water Technologies, Inc., Dialysis Centers of America, Jewish
Television Network, and AFP Imaging Corp.
Marc J. Rowan. Age 34. Mr. Rowan is one of the founding principals of
Apollo Advisors, L.P., which, together with its affiliates, acts as managing
general partner of Apollo Investment Fund, L.P., AIF II, L.P. and Apollo
Investment Fund III, L.P., private securities investment funds, and of Lion
Advisors, L.P., which acts as financial advisor to and representative for
certain institutional investors with respect to securities investment. Mr. Rowan
is also a director of Culligan Water Technologies, Inc., Farley, Inc., Furniture
Brands International, Inc. and Vail Resorts, Inc.
Stephen J. Solarz. Age 56. Mr. Solarz was elected, in 1974, to the House of
Representatives from Brooklyn's 13th Congressional District and was re-elected
eight times. In the House he served on four committees: Foreign Affairs,
Merchant Marine and Fisheries, Intelligence, and the Joint Economic Committee.
Mr. Solarz ranked fourth in seniority on the House Foreign Affairs Committee,
where he chaired the Subcommittee on Asian and Pacific Affairs. Since his
departure from the House, Mr. Solarz has been: Senior Counselor at APCO
Associates, an international public affairs firm; President of Solarz and
Associates, a global consulting firm; Chairman of the Central Asian American
Enterprise Fund; Vice Chairman of the International Crisis Group; a
Distinguished Fellow at the Carnegie Endowment for International Peace;
Professor of International Affairs at George Washington University; a Member of
the Board of Directors of the Brandeis University Board of Trustees as well as
the National Endowment for Democracy and National Democratic Institute, and a
member of the Council on Foreign Relations and the International Rescue
Committee. Mr. Solarz is a director of Culligan Water Technologies, First
Philippine Fund and Geophone.
EXECUTIVE OFFICERS
Executive officers of the Company are elected by and serve at the
discretion of the Board of Directors. Set forth below is certain information
regarding each named executive officer as of March 31, 1997, except Mr. Nicolosi
who is also a Director. For information regarding Mr. Nicolosi, see "Directors."
Ages given are as of May 1, 1997.
Thomas J. Leonard. Age 48. Mr. Leonard was appointed to his present
position as President, Samsonite-the Americas in May 1995. He served as
President, Samsonite North America from January 1994 through May 1995. He joined
Samsonite in 1984 as Vice President - Marketing, then became Vice President -
Marketing and Sales in 1985 before becoming Senior Vice President and General
Manager of Samsonite U.S.A. in June 1987. He was appointed as President,
Samsonite U.S.A. in July 1989. Prior to 1984, Mr. Leonard held sales and
marketing management positions for nine years with Wilson Sporting Goods and
sales management positions for four years with Procter & Gamble.
5
<PAGE>
Luc Van Nevel. Age 50. Mr. Van Nevel was appointed to his present position
as President, Samsonite International in June 1994. Since 1984, he has held the
additional position of Managing Director of Samsonite Europe N.V., a wholly
owned subsidiary of Samsonite. He was appointed as President, Samsonite Europe
in July 1989. He joined Samsonite Europe N.V. in 1975 as Manager, Financial
Planning and progressed to the position of Controller of Samsonite Europe N.V.
Mr. Van Nevel worked in audit positions with Touche Ross & Co. in Europe for
five years before joining Samsonite.
John P. Murtagh. Age 48. Mr. Murtagh joined Samsonite in August 1996 as
Vice President, Chief Administrative Officer and Secretary of the Company. He
was most recently Senior Vice President, General Counsel and Secretary of Scott
Paper Company from June 1994 through December 1995. Prior to June 1994, he
worked at International Paper as Director of Recycling programs in 1993 and
1994, and as Senior Counsel prior to 1993.
Thomas R. Sandler. Age 50. Mr. Sandler has been Chief Financial Officer and
Treasurer of Samsonite since May 1, 1995. From July 1, 1994, he served as
managing partner of the Denver office of BDO Seidman, an international public
accounting firm. Prior to joining BDO Seidman, Mr. Sandler was an audit and
consulting partner in the international public accounting firm of KPMG Peat
Marwick LLP, specializing in corporate restructurings.
Karlheinz Tretter. Age 53. Mr. Tretter was appointed Vice President and
Managing Director of Samsonite Europe in May 1994. Since 1990, Mr. Tretter has
served as Vice President of Marketing and/or Sales for Samsonite Europe.
James E. Barch. Age 40. Mr. Barch was appointed Vice President and General
Manager of Hardside Luggage and Business Cases in August 1996. Mr. Barch was
Vice President, General Manager of Bath and Facial Tissue at Scott Paper Company
from 1994 to 1996. Prior to Scott Paper he was with Church & Dwight as Vice
President of Marketing and Vice President, General Manager of Personal Care
Products. He spent more than 13 years at Procter & Gamble in various positions
including as marketing manager for Procter & Gamble's hair care and skin care
products.
Robert P. Baird, Jr. Age 35. Mr. Baird was appointed to his present
position as Vice President and General Manager of Softside Luggage and Casual
Bags in September 1996. Mr. Baird was responsible for marketing Cadillac Seville
and Eldorado for General Motors during 1996. From 1993 to 1995, Mr. Baird was
employed by Scott Paper in various positions, the latest being General Manager,
Wet Wipes division. Mr. Baird has also held leadership positions with Bristol-
Myers Squibb and Procter & Gamble.
Gary D. Ervick. Age 47. Mr. Ervick was appointed President of the Samsonite
Distributing Company in September 1996. Mr. Ervick was President of American
Tourister from June 1995 until September 1996. From 1990 through 1995, he was
Vice President of Sales for the Chiquita Brands International, Inc. and prior to
1990 spent more than 15 years in various positions at Procter & Gamble.
D. Michael Clayton. Age 48. Mr. Clayton has been General Counsel of
Samsonite since 1985 and Vice President - Legal since 1989. Mr. Clayton joined
Samsonite in 1974.
EXECUTIVE COMPENSATION
COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation Committee of the Board of Directors of the Company (the
"Committee") reviews and approves the salaries and bonuses of the executive
officers of the Company as well as all grants of options to purchase shares of
Common Stock and other equity-based compensation awards.
Objectives.
The Committee's primary objectives are to retain the best qualified people
and to insure that they are properly motivated to have the Company prosper over
the long term. In furtherance of the foregoing, the Committee, in establishing
the components and levels of compensation for its executive officers, seeks (i)
to enable the Company to attract and retain highly qualified executives and (ii)
to provide financial incentives in the form of cash bonuses and equity
compensation in order to align the interests of executive officers more closely
with those of the stockholders of the Company and to motivate such executives to
increase stockholder value by improving corporate performance and profitability.
6
<PAGE>
Employment Agreements.
The Company has entered into employment agreements with certain of its
executive officers, including each of the named executive officers listed in the
Summary Compensation Table on page 33. The Committee has considered the
advisability of using employment agreements and has determined that the use of
employment agreements is in the best interest of the Company because it
facilitates (consistent with the Committee's overall objectives) the Company's
ability to attract and retain the services of the most highly qualified
executive officers. The Committee has observed that the use of employment
agreements by the Company has provided long-term stability to the Company's team
of senior executive officers, and the Committee has determined that the practice
of using employment agreements to retain the services of such senior executive
officers should continue in the future. Each such employment agreement
separately reflects the terms that the Committee felt were appropriate and/or
necessary to retain the services of the particular executive.
Components of Executive Compensation.
There are two components of the Company's executive compensation program:
. Cash compensation.
. Equity compensation.
Cash Compensation.
Cash compensation is comprised of base salary and annual cash incentive
bonuses. Since, as noted above, each of the named executive officers of the
Company was a party to an employment agreement with the Company effective during
the past fiscal year, their respective cash compensation levels were subject to
the provisions of such employment agreements. The Committee subjectively arrived
at appropriate base salary compensation levels in the process of negotiating
such agreements.
The Company offers each of its executive officers an opportunity to earn
additional cash compensation in the form of annual bonuses that are awarded if
the Company attains specified performance goals or if the officer satisfactorily
completes certain annual projects approved by the Committee. The Committee
believes that making a significant portion of executive officer compensation
subject to the Company attaining specified performance goals or the successful
completion of specified projects motivates the executive officers to increase
their individual efforts on behalf of the Company. The Committee also believes
that it is appropriate that the Company's executive officers receive lower
compensation when the Company does not attain its specified performance goals
and higher compensation when the Company attains such goals.
Annual bonus amounts for the named executive officers were determined
pursuant to terms provided in their respective employment agreements and, as
noted above, were conditioned on the Company's attainment of specified
performance goals or the officer's satisfactory completion of certain annual
projects approved by the Committee.
Equity Compensation.
Equity compensation is comprised of stock options, restricted stock awards,
and stock bonus awards. Stock option grants reflect the Committee's desire to
provide a meaningful equity incentive for the executive to have the Company
prosper over the long term. The Committee expects options to continue as a
significant component of the executive compensation arrangements of the Company
in the future. In that connection, options to purchase 804,284 shares were
granted to certain Named Executive Officers of the Company as described
elsewhere herein, and options to purchase 1,949,858 shares were granted to other
officers and key employees of the Company and its subsidiaries in fiscal 1997.
7
<PAGE>
Chief Executive Officer Compensation
In fiscal 1997, the compensation of Mr. Nicolosi was determined pursuant to
the Nicolosi Agreement described in "Employment Contracts and Termination of
Employment and Change-in-Control Arrangements." The Committee approved an annual
bonus for Mr. Nicolosi for fiscal 1997 in the amount of $500,000 due to Mr.
Nicolosi's significant progress in developing and beginning the implementation
of strategic initiatives to improve the Company's performance.
In fiscal 1997, the Compensation Committee of the Board of Directors
consisted of:
R. Theodore Ammon
Robert H. Falk
Carl C. Icahn
Marc J. Rowan
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation paid or awarded to Richard
R. Nicolosi, Chief Executive Officer ("CEO") of the Company, Steven J. Green,
former CEO, and the other four most highly compensated executive officers of the
Company during the last fiscal year (collectively, the "Named Executives") for
services rendered in all capacities for the last three fiscal years.
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards
------------------------------------------------------ ------------------
Other Restricted
Annual Stock Securities All Other
Salary Bonus Compensation Awards Underlying Compensation
Name/Principal Position Year(a) ($) ($) ($) ($) Options/SARs(#) ($)(f)
- --------------------------- ----------- ------------ -------- ------------ ---------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Richard R. Nicolosi........ 1997 $425,000 $500,000 $112,500(c) $1,095,000(d) 425,532 $ 109,034
President, CEO, and Director 1996 -- -- -- -- --
1995 -- -- -- -- --
Steven J. Green............ 1997 178,692 -- -- -- -- 2,016,253
Former Chairman of the Board, 1996 600,000 -- -- -- 2,153,668 13,060
President and CEO* 1995 600,000 500,000 -- -- -- 9,026
Thomas J. Leonard.......... 1997 250,000 187,500 -- 709,724(e) 98,619 6,316
President, Samsonite - the 1996 250,000 125,000 -- -- 7,260
Americas 1995 250,000 250,500 -- -- 6,657
Luc Van Nevel(b)........... 1997 290,980 275,000 -- 709,724(e) 98,619 102,704
President, Samsonite 1996 306,331 153,165 -- -- 31,001
International 1995 271,330 250,000 -- -- 22,227
Thomas R. Sandler.......... 1997 200,000 220,000 -- 709,724(e) 98,619 5,968
Chief Financial Officer and 1996 150,000 100,000 -- -- 6,156
Treasurer
Gary D. Ervick............. 1997 202,961 172,600 -- -- 82,895 8,943
President, Samsonite 1996 114,928 61,250 -- -- -- --
Distributing Company 1995 -- -- -- -- -- --
</TABLE>
____________________________
* Effective May 15, 1996, the employment of Mr. Green as Chairman of the
Board, President and CEO ceased and effective May 21, 1996 he resigned from
the Board of Directors and its committees. He was succeeded as Chief
Executive Officer and President by Richard R. Nicolosi.
(a) Fiscal year ending January 31.
8
<PAGE>
(b) Mr. Van Nevel's base salary is 9,000,000 Belgian francs for each of the
three fiscal years ended January 31, 1997. His salary, bonuses, and all
other compensation amounts, to the extent denominated in Belgian francs,
have been translated to U.S. dollars at rates of 30.93, 29.38, and 33.17
francs to the U.S. dollar for the years ended January 31, 1997, 1996, and
1995, respectively.
(c) Consists of amounts paid during the year for a housing allowance at the
rate of $12,500 per month.
(d) The Company issued 60,000 shares of restricted stock to Mr. Nicolosi on
May 15, 1996 pursuant to the terms of his employment agreement (see
"Employment Contracts and Termination of Employment and Change-in-Control
Arrangements"). The market value of the stock at May 15, 1996 was $18.25
per share.
(e) Effective as of May 15, 1996, the Company entered into agreements with
Messrs. Leonard, Van Nevel, and Sandler that provide for stock bonuses to
each of them of 38,889 shares of common stock. The market value of the
stock at May 15, 1996 was $18.25 per share. See "Employment Contracts
and Termination of Employment and Change-in-Control Arrangements".
(f) Represents the following amounts paid by the Company for the benefit of
the named executive:
<TABLE>
<CAPTION>
Life
insurance
Company premium
Relocation Severence contribution to and excess
Name Year(i) allowance payment 401(k) Plan medical
---- ------- ---------- ---------- --------------- ----------
<S> <C> <C> <C> <C> <C>
Mr. Nicolosi........................ 1997 $100,000 -- $6,250 $ 2,784
Mr. Green........................... 1997 -- $2,000,033(ii) 4,500 11,720
Mr. Leonard......................... 1997 -- -- 4,750 1,566
Mr. Van Nevel(iii).................. 1997 -- -- -- --
Mr. Sandler......................... 1997 -- -- 4,750 1,218
Mr. Ervick.......................... 1997 -- -- 7,958 985
</TABLE>
(i) Fiscal year ending January 31.
(ii) Consists of amounts paid during the year for severance pursuant to an
employment agreement with Mr. Green. See "Employment Contracts and
Termination of Employment and Change-in-Control Agreements."
(iii) Mr. Van Nevel participates in an employee benefit arrangement available
to employees of the Company located in Belgium, which combines
retirement and life insurance benefits based on salary is contributed
by the Company on behalf of such employees in order to purchase
insurance contracts that contain both a life insurance and retirement
pension provision. In fiscal 1997, $102,704 was contributed on behalf
of Mr. Van Nevel.
9
<PAGE>
The following table discloses the grants of stock options during fiscal
1997 to Named Executives.
OPTION/SAR GRANTS IN FISCAL YEAR 1997
<TABLE>
<CAPTION>
Potential realizable
value at assumed
annual rates of stock
price appreciation for
Individual Grants option term
--------------------------------------------------------------------- ---------------------
Number of % of Total
Securities Options/SARs Exercise
Underlying Granted to or Base
Options/SARs Employees in Price
Name Granted (#) Fiscal Year ($/Sh) Expiration Date 5% ($) 10% ($)
- ---- ------------ ------------ -------- --------------- --------- ---------
<S> <C> <C> <C> <C> <C> <C>
Mr. Nicolosi 425,532 15.45% 18.25 May 15, 2001 2,145,000 4,740,000
Mr. Leonard 98,619 3.58% 10.875 February 20, 2002 364,000 828,000
Mr. Luc Van Nevel 98,619 3.58% 10.875 February 20, 2002 364,000 828,000
Mr. Sandler Grant 1 73,964 2.69% 12.875 February 20, 2002 324,000 735,000
Grant 2 24,655 .89% 35.50 October 29, 2002 298,000 675,000
Mr. Ervick Grant 1 12,895 .47% 13.875 March 28, 2002 61,000 138,000
Grant 2 40,000 1.45% 18.50 August 21, 2002 252,000 571,000
Grant 3 30,000 1.09% 41.50 January 16, 2003 423,000 961,000
</TABLE>
The following table discloses, for the Named Executives, information
regarding stock options that were held at January 31, 1997.
FISCAL YEAR END OPTION/SAR VALUES
Number of Securities Value of Unexercised
Underlying Options/SARs at in-the-money Options/SARs
Fiscal Year-End (#) at Fiscal Year End ($)
Name Exercisable/ Unexercisable Exercisable/Unexercisable(a)
- ---- -------------------------- ----------------------------
Mr. Nicolosi 0/425,532 0/9,043,000
Mr. Leonard 19,724/78,895 565,000/2,258,000
Mr. Van Nevel 19,724/78,895 565,000/2,258,000
Mr. Sandler 23,011/75,608 427,000/1,641,000
Mr. Ervick 18,491/64,404 412,000/758,000
(a) Total value of options based on fair market value of common stock of $39.50
as of January 31, 1997. There were no awards under long-term incentive
plans, other than stock options and awards granted, to any Named Executives
in fiscal 1997. The Named Executives did not acquire any shares through the
exercise of options in fiscal 1997.
10
<PAGE>
PENSION PLAN TABLE
The U.S. executives are participants in the Samsonite Retirement Income
Plan (the "Samsonite Pension Plan") and the Supplementary Executive Retirement
Plan (the "SERP"). The Samsonite Pension Plan is a qualified defined benefit
plan which provides benefits to the participants retiring at normal retirement
age calculated based on years of service and average compensation (as defined by
the pension plan), net of offsets for Social Security benefits. The SERP, which
is a nonqualified unfunded plan, was adopted on December 1, 1995 and provides to
eligible executives retirement benefits on compensation and benefits in excess
of Internal Revenue Code maximums for qualified plans.
The following table shows the estimated hypothetical annual benefits
payable pursuant to the Samsonite Pension Plan and the SERP to persons retiring
at their normal retirement age in 1997 in specified eligible compensation and
years of service classifications.
Years of Service
-----------------------------------------------
Remuneration 15 20 25 30 35
- ------------ ------- -------- -------- -------- --------
$125,000 $24,542 $ 32,723 $ 40,904 $ 49,084 $ 57,663
150,000 30,167 40,223 50,279 60,334 70,788
175,000 35,792 47,723 59,645 71,584 83,913
200,000 41,417 55,223 69,029 82,834 97,038
225,000 47,042 62,723 78,404 94,084 110,163
250,000 52,667 70,223 87,779 105,334 123,288
300,000 63,917 85,223 106,529 127,834 149,538
400,000 75,167 100,223 125,279 150,334 175,788
450,000 75,167 100,223 125,279 150,334 175,788
500,000 75,167 100,223 125,279 150,334 175,788
550,000 75,167 100,223 125,279 150,334 175,788
600,000 75,167 100,223 125,279 150,334 175,788
Compensation covered by the above Plans is total cash compensation paid,
including any amount contributed under a Section 401(k) plan. The benefits
shown above are payable on a life annuity basis and are not subject to any
offset amounts.
Mr. Nicolosi, Mr. Leonard, Mr. Sandler and Mr. Ervick have accrued 1, 12, 2
and 2 year(s), respectively, of service credit under the Samsonite Pension Plan
and the SERP.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
Richard R. Nicolosi. The Company has entered into an employment agreement,
effective as of May 15, 1996, with Richard R. Nicolosi (the "Nicolosi
Agreement"), pursuant to which Mr. Nicolosi will serve as President and Chief
Executive Officer of the Company for a two-year term commencing on the effective
date of the Nicolosi Agreement.
The Nicolosi Agreement provides Mr. Nicolosi with, among other things, an
annual base salary of $600,000 and an opportunity to receive an annual incentive
bonus of $500,000 (80% of which has been guaranteed for the first year) if the
Company attains certain performance goals. In connection with the Nicolosi
Agreement, the Company has granted Mr. Nicolosi options to purchase 425,532
shares of Common Stock at an exercise price of $18.25 per share (subject to
customary antidilution adjustments). Options to purchase 186,170 shares of
Common Stock (the "Series A Options") are time-vesting options and options to
purchase 239,362 shares of Common Stock (the "Series B Options") subject to
certain performance requirements with respect to accelerated vesting. The
options have a five year term. Fifty percent (50%) of the Series A Options will
vest on May 15, 1997 and the remaining fifty percent (50%) will vest on May
11
<PAGE>
15, 1998, so long as Mr. Nicolosi remains continually employed by the Company
through such date. All of the Series B options shall vest on April 15, 2001, so
long as he remains continually employed by the Company through April 15, 2001,
subject to accelerated performance based vesting as follows. The Series B
Options will vest on May 15, 1998 if Mr. Nicolosi remains continually employed
by the Company through such date and the average market value of the Common
Stock equals or exceeds $30.00 per share in any period of 30 consecutive days
prior to May 15, 1998. Notwithstanding the foregoing, if a change of control
event occurs prior to May 15, 1998 and if Mr. Nicolosi remains continually
employed by the Company through the date of such event, (i) all of the Series A
Options will automatically vest and (ii) all of the Series B Options will vest
if either (a) the average market value of the Common Stock in any period of 30
consecutive days prior to such event or (b) the market value of the Common Stock
as of the date of such event, equals or exceeds $30.00 per share. During fiscal
1997, the market value of the Company's Common Stock did exceed $30.00 per share
for 30 consecutive days.
Also in connection with the performance by Mr. Nicolosi of services
pursuant to the Nicolosi Agreement, the Company has agreed to issue to Mr.
Nicolosi 60,000 shares of restricted Common Stock (the "Restricted Shares").
Fifty percent (50%) of the Restricted Shares will vest on May 15, 1997 and the
remaining fifty percent (50%) will vest on May 15, 1998; provided that if a
change of control event occurs and Mr. Nicolosi remains continually employed by
the Company through the date of such event, then all Restricted Shares that have
not vested will become vested as of the date of such event.
Pursuant to a separate agreement with Mr. Nicolosi, the Company has sold
and issued to Mr. Nicolosi 55,000 shares of Common Stock at a purchase price of
$18.25 per share (the market price at the date of the sale), or an aggre gate
purchase price of $1,003,750.
The Nicolosi Agreement also provides Mr. Nicolosi with participation in
certain employee benefit plans and arrangements on the same basis as other
executive officers of the Company and contains customary provisions regarding
reimbursement of legal fees and business expenses and for reimbursement of
certain other expenses (including a one-time relocation allowance of $100,000
and a housing allowance at the rate of $12,500 per month), and indemnification
with respect to actions taken by Mr. Nicolosi in his capacity as an officer of
the Company.
If the Company terminates Mr. Nicolosi's employment without Cause (as
defined in the Nicolosi Agreement) (other than for disability), or if Mr.
Nicolosi terminates his employment for Good Reason (as defined in the Nicolosi
Agreement), then (1) the Company will be required to pay Mr. Nicolosi a lump sum
severance payment of $1 million, (2) until Mr. Nicolosi becomes eligible for
coverage under another employer's benefit plans, the Company will allow Mr.
Nicolosi to continue to participate, for the remainder of the term of the
Nicolosi Agreement, in all Company benefit plans, provided such participation is
permissible under the general terms and provisions of those plans, (3) fifty
percent (50%) of the Restricted Shares and fifty percent (50%) of the Series A
Options will vest if the date of termination is on or prior to May 15, 1997 and
all of the Restricted Shares and Series A Options will vest if the date of
termination is after May 15, 1997 and (4) all of the Series B Options will vest
if either (a) the average market value of the Common Stock in any period of 30
consecutive days prior to the date of termination or (b) the market value of the
Common Stock as of the date of termination, equals or exceeds $30.00 per share;
provided that if a change of control event occurs within 180 days after the date
of termination and either the average market value of the Common Stock in any
period of 30 consecutive days prior to such event or the market value of the
Common Stock as of the date of such event, equals or exceeds $30.00 per share,
all of the Restricted Shares, Series A Options and Series B Options will vest as
of the date of such change of control event.
The Nicolosi Agreement provides that during Mr. Nicolosi's employment with
the Company and for a period of two years thereafter, Mr. Nicolosi will not,
directly or indirectly, as a principal, officer, director, employee or in any
other capacity whatsoever, without the prior written consent of the Company,
engage in, or be or become interested or acquire any ownership of any kind in,
or become associate with, or make loans or advance property to any person
engaged in or about to engage in, any business activity which is competitive
with any of the businesses engaged in by the Company in any of the geographic
areas in which such businesses have been conducted by the Company during the
last twelve months of his employment. Making or holding any investment in any
amount in securities traded on any national securities exchange or traded in the
over the counter market, provided said investments do not exceed 1% of the
issued and outstanding stock of any one such corporation, will not constitute a
violation of the foregoing
12
<PAGE>
noncompetition agreement. The Nicolosi Agreement also limits the amount of
additional shares of Common Stock that Mr. Nicolosi can purchase without the
consent of the Board of Directors of the Company, and it restricts him from
becoming involved in proxy contests or takeover proposals and certain similar
activities with respect to the Company except on behalf of the Company.
Steven J. Green. Effective as of April 13, 1995, the Company entered into
an employment agreement with Steven J. Green (the "Green Agreement") for a five-
year term (the "Term"). Effective May 15, 1996, the employment of Mr. Green as
Chairman of the Board, Chief Executive Officer and President ceased as he was
succeeded as Chief Executive Officer by Richard R. Nicolosi. Mr. Green resigned
as a Director effective May 21, 1996.
The Green Agreement provided Mr. Green with, among other things, an annual
base salary of $600,000 and an opportunity to receive an annual incentive bonus
of $500,000 if the Company attains certain performance goals. In connection with
the Green Agreement, the Company granted Mr. Green options to purchase 500,000
shares of Common Stock at an exercise price of $24.85 per share, as adjusted by
the terms of the option agreement for the spinoff transaction in fiscal 1996,
and options to purchase 1,000,000 shares of Common Stock at an exercise price of
$32.85 per share, as adjusted by the terms of the option agreement for the
spinoff transaction in fiscal 1996 (collectively, the "New Options"). The option
agreement provided the New Options to become exercisable on an accelerated basis
if the Company attained certain performance goals related to the Company's
consolidated earnings before interest and income taxes; otherwise the New
Options were to vest on February 1, 2005 if Mr. Green remained continually
employed by the Company. Options for 300,000 shares lapsed as of January 31,
1996 and the remaining options for 1,200,000 shares became exercisable upon Mr.
Green's cessation of employment. Such options were exercised on February 11,
1997.
Also in connection with the performance by Mr. Green of services pursuant
to the Green Agreement, Mr. Green purchased from the Company 425,532 shares of
Common Stock (the "Purchased Shares") at a price of $23.50 per share (the market
price per share of the Common Stock on the date that an agreement in principle
was reached) in exchange for his $10 million promissory note (the "Promissory
Note") which was paid in October 1996.
The Green Agreement also provided Mr. Green with participation in certain
employee benefit plans and arrangements on the same basis as other executive
officers of the Company and contains customary provisions regarding
reimbursement of legal fees and other business expenses, and indemnification
with respect to actions taken by Mr. Green in his capacity as an officer of the
Company.
Under a previous agreement (the "Prior Green Agreement"), Mr. Green was
granted 463,918 shares of restricted Common Stock (the "Restricted Stock") and
options to purchase 840,430 shares of Common Stock at an exercise price of
$20.25 per share (the "Old Options"). Pursuant to the Green Agreement, all the
Restricted Stock and 7/9ths (653,668 shares) of the Old Options vested on the
effective date of the Green Agreement. Such amounts of Restricted Stock and Old
Options are equal to the amounts of Restricted Stock and Old Options that would
have vested under the Prior Green Agreement as of June 1995, assuming in the
case of the Old Options that the performance goals under the Prior Green
Agreement were satisfied. The 2/9ths balance of the Old Options have been
canceled. The option price of $20.25 for the old options was adjusted to $11.87
per share in fiscal 1996 for the spinoff transaction. Such options were
exercised on February 11, 1997.
Upon certain types of termination of Mr. Green's employment with the
Company (e.g., a termination by the Company for any reason other than Cause (as
defined in the Green Agreement) or a termination by Mr. Green constituting Good
Reason (as defined in the Green Agreement)), the Green Agreement provided for
certain severance benefits including (i) a lump sum payment (discounted to
reflect accelerated payment) in lieu of the incentive bonus equal to the lesser
of (A) the aggregate incentive bonus payable in respect of each fiscal year
remaining in the term of the Green Agreement and (B) $1,000,000 and (ii) a lump
sum payment (discounted to reflect accelerated payment) equal to the lesser of
(C) the aggregate amount of all remaining salary payments for the remainder of
the term of the Green Agreement and (D) the annual base salary in effect as of
the date of termination multiplied by two. In addition, Mr. Green is entitled to
continue receiving employee benefits under each employee benefit plan of the
Company in which he participates as of the date of termination of employment
until the earlier to occur of (i) the last day of the term of the Green
Agreement and (ii) the second anniversary of the date of termination of
employment. Moreover, upon such termination of Mr. Green's employment, all the
options granted in connection with the Green Agreement became immediately and
fully exercisable except those options that did not become vested because the
applicable performance goals had not been attained. Mr. Green was paid severance
of $2,000,033 under these terms of the Green Agreement.
13
<PAGE>
The Green Agreement contains confidentiality and noncompetition provisions
that prevent Mr. Green from disclosing confidential information about the
Company and from competing with the Company during the term of his employment
and for two years following termination of his employment. The Green Agreement
also limits the amount of additional shares of Common Stock that Mr. Green can
purchase without the consent of the Board of Directors of the Company, and it
restricts him from becoming involved in proxy contests or takeover proposals and
certain similar activities with respect to the Company except on behalf of the
Company.
Thomas J. Leonard. The Company has entered into an employment agreement
(the "Leonard Agreement") with Mr. Leonard, effective as of April 18, 1995.
Pursuant to the Leonard Agreement, Mr. Leonard will serve as executive of the
Company for a five-year term expiring on April 17, 2000. The Leonard Agreement
provides for an annual salary of $250,000, adjusted annually for Consumer Price
Index increases, with no adjustment for decreases. Mr. Leonard is eligible to
receive an incentive bonus of up to 120% of his annual salary if the Company
attains certain performance goals. Up to 50% of this incentive bonus is payable
if Mr. Leonard satisfactorily completes certain annual projects prescribed by
the Board. For fiscal 1998, the Committee has approved an increase in the
maximum achievable incentive bonus to as much as 200% of annual salary provided
certain Company-wide performance levels are achieved. The Leonard Agreement
provides for participation in all Company pension, welfare, savings, and other
benefit and insurance plans on the same basis as other executive officers. The
Leonard Agreement provides that if the Company terminates Mr. Leonard's
employment without Cause (as defined in the Leonard Agreement), or if Mr.
Leonard terminates his employment for Good Reason (as defined in the agreement),
then (1) the Company will be required to pay Mr. Leonard an amount equal to the
greater of (a) $500,000 or (b) the product of $41,667 times the lesser of 18 or
the number of months remaining in the term of the Leonard Agreement and (2)
until Mr. Leonard becomes eligible for coverage under another employer's benefit
plans, the Company will allow Mr. Leonard to continue to participate, for the
number of years remaining in the term of the Leonard Agreement, in all Company
benefit plans, provided such participation is permissible under the general
terms and provisions of those plans. The Leonard Agreement provides that in the
event the agreement continues in effect until the end of its term, and the
Company has not offered continued employment to Mr. Leonard on substantially
similar terms or the parties otherwise fail to reach a mutual agreement for an
extension of Mr. Leonard's employment, the Company will be required to pay Mr.
Leonard $250,000. The Leonard Agreement contains customary provisions regarding
reimbursement of legal fees and certain other expenses, and indemnification with
respect to actions taken by Mr. Leonard in his capacity as an officer of the
Company. The Leonard Agreement provides that during Mr. Leonard's employment
with the Company and for a period of one year thereafter, Mr. Leonard will not,
directly or indirectly, as a principal, officer, director, employee or in any
other capacity whatsoever, without the prior written consent of the Company,
engage in, or be or become interested or acquire any ownership of any kind in,
or become associated with, or make loans or advance property to any person
engaged in or about to engage in, any business activity which is competitive
with any of the businesses then engaged in by the Company in any of the
geographic areas in which such businesses have been conducted by the Company
during the last twelve months of his employment. Making or holding any
investment in any amount in securities traded on any national securities
exchange or traded in the over-the-counter market, provided said investments do
not exceed 1% of the issued and outstanding stock of any one such corporation,
will not constitute a violation of the foregoing noncompetition agreement.
On February 20, 1996, Mr. Leonard was granted options under the Company's
1995 Stock Option and Incentive Award Plan to purchase 98,619 shares of the
Company's Common Stock at a price of $10.875 per share, the market price per
share of Common Stock at the date of grant. The options have a six-year term.
The options are exercisable 20% at the date of grant with the remaining options
becoming exercisable ratably over a four-year period from the date of the grant.
Effective as of May 15, 1996, the Company entered into an agreement with
Mr. Leonard that provides for a stock bonus of 38,889 shares of Common Stock
(the "Bonus Shares"), payable if Mr. Leonard remains continually employed by the
Company through the earlier of the third anniversary of the date of the
agreement and the first anniversary of a change of control event; provided that
if Mr. Leonard's employment is terminated prior to such date (i) due to death,
(ii) by the Company other than for "Cause or disability", as defined, or (iii)
by the executive for Good Reason, as defined, then notwithstanding such
termination of employment, such bonus shall be payable not later than 30 days
following such termination, and the Company will have the option of making such
payment either in the form of Bonus Shares or in cash in an amount equal to the
market value of the Bonus Shares at the time. The agreements also provide that
if a change of control event occurs, all options to purchase Common Stock
previously granted to Mr. Leonard shall vest on the first anniversary of the
date on which such event occurs (to the extent such options shall not have
otherwise vested as of such first anniversary date), so long as Mr. Leonard
remains continually employed by the Company through such first anniversary date.
14
<PAGE>
Luc Van Nevel. The Company has entered into an Executive Management
Agreement, as amended, effective May 1, 1994 (the "Management Agreement") with
Mr. Luc Van Nevel for a term commencing on January 1, 1990 and continuing at the
pleasure of the Company's Board of Directors in accordance with its bylaws or
until the first to occur of Mr. Van Nevel's resignation, removal, death or
disability. Under the Management Agreement, Mr. Van Nevel agrees to devote all
necessary business time, energy and skill to the affairs of the Company, except
for time devoted to the affairs of the Company's subsidiaries. The Management
Agreement provides for annual salary and expenses of $115,000. The Management
Agreement provides that upon Mr. Van Nevel's death, Termination for Cause or
Voluntary Termination (each as defined in the Management Agreement), the Company
will be required to pay Mr. Van Nevel all accrued salary and appropriate
business expenses to the date of death or termination. In the event of Mr. Van
Nevel's disability which renders him incapable of performing his duties for a
period of more than one month, the Company may terminate Mr. Van Nevel's
employment after paying Mr. Van Nevel all accrued salary and appropriate
business expenses. Upon Termination Other Than for Cause (as defined in the
Management Agreement), the Company will be required to pay Mr. Van Nevel (a) all
accrued salary and appropriate business expenses to the date of termination and
(b) severance compensation in an amount equal to Mr. Van Nevel's one month
salary. The Management Agreement provides that during Mr. Van Nevel's employment
with the Company and for a period of two years after his employment with the
Company ends, he will not, either alone or in any capacity with another firm (i)
in any way interfere or attempt to interfere with the Company's relationships
with any of its current or potential customers in the United States or Europe,
(ii) employ or attempt to employ any of the then employees of the Company on
behalf of any other competing entity in the United States or Europe or (iii)
directly or indirectly engage in the manufacturing or marketing of any product,
device or process which the Company manufactured or marketed as of the date his
employment with the Company ends, or any product, device or process
substantially similar thereto, or having substantially the same use as such
product, device or process, or competitive therewith in the United States or
Europe. Owning, as an inactive investor, securities in any competitor
corporation listed on a national securities exchange or publicly traded in the
over-the-counter market, provided said investments do not exceed 1% of the
voting stock of such corporation, will not constitute a violation of the
foregoing noncompetition agreement. In January 1990, Samsonite Europe N.V.
entered into a Consulting Agreement (the "Consulting Agreement") with Mr. Van
Nevel agreeing to retain Mr. Van Nevel as a consultant to perform day-to-day
management of Samsonite Europe N.V. In January 1992, the Consulting Agreement
was amended to provide for an increase in the total annual salary and expenses
to be paid under the Consulting Agreement and the Management Agreement equal to
BF9,000,000, which, at the time, was approximately equal to $250,000. For fiscal
1998, the Committee has approved a maximum achievable incentive bonus of up to
200% of salary if certain Company-wide performance levels are achieved.
On February 20, 1996, Mr. Van Nevel was granted options under the Company's
1995 Stock Option and Incentive Award Plan to purchase 98,619 shares of the
Company's Common Stock at a price of $10.875 per share, the market price per
share of Common Stock at the date of grant. The options have a six-year term.
The options are exercisable 20% at the date of grant with the remaining options
becoming exercisable ratably over a four-year period from the date of the grant.
Effective as of May 15, 1996, the Company entered into an agreement with
Mr. Van Nevel that provides for a stock bonus of 38,889 shares of Common Stock
(the "Bonus Shares"), payable if Mr. Van Nevel remains continually employed by
the Company through the earlier of the third anniversary of the date of the
agreement and the first anniversary of a change of control event; provided that
if Mr. Van Nevel's employment is terminated prior to such date (i) due to death,
(ii) by the Company other than for "Cause or disability", as defined, or (iii)
by the executive for Good Reason, as defined, then notwithstanding such
termination of employment, such bonus shall be payable not later than 30 days
following such termination, and the Company will have the option of making such
payment either in the form of Bonus Shares or in cash in an amount equal to the
market value of the Bonus Shares at the time. The agreement also provides that
if a change of control event occurs, all options to purchase Common Stock
previously granted to Mr. Van Nevel shall vest on the first anniversary of the
date on which such event occurs (to the extent such options shall not have
otherwise vested as of such first anniversary date), so long as Mr. Van Nevel
remains continually employed by the Company through such first anniversary date.
Thomas R. Sandler. The Company has entered into an employment agreement
(the "Sandler Agreement"), with Mr. Sandler, effective as of May 1, 1995.
Pursuant to the Agreement, Mr. Sandler will serve as the Chief Financial Officer
of the Company for a five-year term expiring April 30, 2000. The Sandler
Agreement provides for an annual salary of $200,000, which may be increased (but
not decreased) by the Company at its discretion. Mr. Sandler is entitled to
receive an incentive bonus of up to 120% of his annual salary if the Company
attains certain performance goals. Up to 50% of this incentive bonus is payable
if Mr. Sandler satisfactorily completes certain annual projects prescribed by
15
<PAGE>
the Board. For fiscal 1998, the Committee has approved a maximum achievable
incentive bonus of up to 200% of salary if certain Company-wide performance
levels are achieved. The Sandler Agreement provides for participation in all
Company pension, welfare, savings, and other benefit and insurance plans on the
same basis as other executive officers. The Sandler Agreement provides that if
the Company terminates Mr. Sandler's employment without Cause (as defined in the
Sandler Agreement), or if Mr. Sandler terminates his employment for Good Reason
(as defined in the agreement), then (1) the Company will be required to pay Mr.
Sandler an amount equal to the greater of (a) $400,000 or (b) the product of
$33,333 times the lesser of 18 or the number of months remaining in the term of
the Sandler Agreement and (2) until Mr. Sandler becomes eligible for coverage
under another employer's benefit plans, the Company will allow Mr. Sandler to
continue to participate, for the number of years remaining in the term of the
Sandler Agreement, in all Company benefit plans, provided such participation is
permissible under the general terms and provisions of those plans. The Sandler
Agreement provides that in the event the agreement continues in effect until the
end of its term, and the Company has not offered continued employment to Mr.
Sandler on substantially similar terms or the parties otherwise fail to reach a
mutual agreement for an extension of Mr. Sandler's employment, the Company will
be required to pay Mr. Sandler $200,000. The Sandler Agreement contains
customary provisions regarding reimbursement of legal fees and certain other
expenses, and indemnification with respect to actions taken by Mr. Sandler in
his capacity as an officer of the Company. The Sandler Agreement provides that
during Mr. Sandler's employment with the Company and for a period of one year
thereafter, Mr. Sandler will not, directly or indirectly, as a principal,
officer, director, employee or in any other capacity whatsoever, without the
prior written consent of the Company, engage in, or be or become interested or
acquire any ownership of any kind in, or become associated with, or make loans
or advance property to any person engaged in or about to engage in, any business
activity which is competitive with any of the businesses then engaged in by the
Company in any of the geographic areas in which such businesses have been
conducted by the Company during the last twelve months of his employment. Making
or holding any investment in any amount in securities traded on any national
securities exchange or traded in the over the counter market, provided said
investments do not exceed 1% of the issued and outstanding stock of any one such
corporation, will not constitute a violation of the foregoing noncompetition
agreement.
On February 20, 1996, Mr. Sandler was granted options under the Company's
1995 Stock Option and Incentive Award Plan to purchase 73,964 shares of the
Company's Common Stock at a price of $12.875 per share, a price above the market
value at the date of grant. The options have a six-year term. The options are
exercisable 20% at the date of grant with the remaining options becoming
exercisable ratably over a four-year period from the date of the grant. On
October 29, 1996, Mr. Sandler was granted options under the 1995 Plan to
purchase 24,655 shares of the Company's Common Stock at a price of $35.50 per
share, the market value at the date of grant. The options have a six-year term.
One third of the options are exercisable beginning January 31, 1997 with the
remaining options becoming exercisable ratably over a two-year period from
January 31, 1997. With respect to the October 29, 1996 grant of options, (i) if
a change in control event occurs, the options shall vest on the one-year
anniversary of the change in control event, provided that Mr. Sandler remains
employed through such date; and (ii) if Mr. Sandler's employment is terminated
by the Company without Cause or by Mr. Sandler for Good Reason, all unvested
options shall vest.
Effective as of May 15, 1996, the Company entered into an agreement with
Mr. Sandler that provides for a stock bonus of 38,889 shares of Common Stock
(the "Bonus Shares"), payable if Mr. Sandler remains continually employed by the
Company through the earlier of the third anniversary of the date of the
agreement and the first anniversary of a change of control event; provided that
if Mr. Sandler's employment is terminated prior to such date (i) due to death,
(ii) by the Company other than for "Cause or disability", as defined, or (iii)
by the executive for Good Reason, as defined, then notwithstanding such
termination of employment, such bonus shall be payable not later than 30 days
following such termination, and the Company will have the option of making such
payment either in the form of Bonus Shares or in cash in an amount equal to the
market value of the Bonus Shares at the time. The agreement also provides that
if a change of control event occurs, all options to purchase Common Stock
granted to Mr. Sandler prior to May 15, 1996 shall vest on the first anniversary
of the date on which such event occurs (to the extent such options shall not
have otherwise vested as of such first anniversary date), so long as Mr. Sandler
remains continually employed by the Company through such first anniversary date.
Gary D. Ervick. The Company has entered into an employment agreement (the
"Ervick Agreement") with Mr. Ervick, effective as of September 10, 1996.
Pursuant to the Ervick Agreement, Mr. Ervick will serve as executive of the
Company for a three-year term expiring on September 9, 1999. The Ervick
Agreement provides for an annual salary of $212,000, which may be increased (but
not decreased) by the Company at its discretion. Mr. Ervick is eligible to
receive an incentive bonus of up to 90% of base annual salary, if the Company
attains certain performance goals. Up to 50% of this incentive bonus is payable
if Mr. Ervick satisfactorily completes certain annual projects prescribed by the
16
<PAGE>
Board. For fiscal 1998, the Committee has approved a maximum achievable
incentive bonus of up to 150% of salary if certain Company-wide performance
levels are achieved. The Ervick Agreement provides for participation in all
Company pension, welfare, savings, and other benefit and insurance plans on the
same basis as other executive officers. The Ervick Agreement provides that if
the Company terminates Mr. Ervick's employment without Cause (as defined in the
Ervick Agreement), or if Mr. Ervick terminates his employment for Good Reason
(as defined in the agreement), then (i) the Company will be required to pay Mr.
Ervick an amount equal to 200% of his annual base salary plus a pro-rata portion
of any incentive bonus which would have been payable for that portion of the
fiscal year preceding the date of termination; and (ii) the Company will allow
Mr. Ervick to continue to participate, for a period not to exceed six months, in
all Company benefit plans to the same extent and upon the same terms as Mr.
Ervick participated in such plans immediately prior to the termination of his
employment, provided such participation is permissible under the general terms
and provisions of those plans. The Ervick Agreement provides that in the event
the agreement continues in effect until the end of its term, and the Company has
not offered continued employment to Mr. Ervick on substantially similar terms or
the parties otherwise fail to reach a mutual agreement for an extension of Mr.
Ervick's employment, the Company will be required to pay Mr. Ervick a sum equal
to 200% of his annual base salary. The Ervick Agreement contains customary
provisions regarding reimbursement of legal fees and certain other expenses, and
indemnification with respect to actions taken by Mr. Ervick in his capacity as
an officer of the Company. The Ervick Agreement provides that during Mr.
Ervick's employment with the Company and for a period of one year thereafter,
Mr. Ervick will not, directly or indirectly, as a principal, officer, director,
employee or in any other capacity whatsoever, without the prior written consent
of the Company, engage in, or be or become interested or acquire any ownership
of any kind in, or become associated with, or make loans or advance property to
any person engaged in or about to engage in, any business activity that is in
substantial competition, as defined by the Ervick Agreement, with any of the
businesses then engaged in by the Company in any of the geographic areas in
which such businesses have been conducted by the Company during the last twelve
months of his employment. Making or holding any investment in any amount in
securities traded on any national securities exchange or traded in the over-the-
counter market, provided said investments do not exceed 1% of the issued and
outstanding stock of any one such corporation, will not constitute a violation
of the foregoing noncompetition agreement.
On March 28, 1996, Mr. Ervick was granted options under the Company's 1995
Stock Option and Incentive Award Plan (the "1995 Plan") to purchase 12,895
shares of the Company's Common Stock at a price of $10.875 per share, the market
price per share of Common Stock at the date of grant. The options have a six-
year term. The options are exercisable 20% at the date of grant with the
remaining options becoming exercisable ratably over a four-year period from the
date of the grant. On August 21, 1996, Mr. Ervick was granted options under the
1995 Plan to purchase 40,000 shares of the Company's Common Stock at a price of
$18.50 per share, the market value at the date of grant. The options have a six-
year term with one third becoming exercisable on January 31, 1997 and the
remaining options becoming exercisable ratably over a two-year period beginning
January 31, 1997. On January 16, 1997, Mr. Ervick was granted options under the
1995 Plan to purchase 30,000 shares of the Company's Common Stock at a price of
$41.50 per share, the market value at the date of grant. The options have a six-
year term and become exercisable ratably in thirds over a three-year period
beginning on the date of the grant. For the options granted in August 21, 1996
and January 16, 1997, (i) if a change in control event occurs, the options shall
vest on the one year anniversary of the change in control event, provided that
Mr. Ervick remains employed through such dates; and (ii) if Mr. Ervick's
employment is terminated by the Company without Cause or by Mr. Ervick for Good
Reason, all unvested options shall vest.
1995 STOCK OPTION AND INCENTIVE AWARD PLAN
In fiscal 1997, the Company increased the number of shares reserved for
issuance under the 1995 Stock Option and Award Plan (as Amended in 1996) ("the
1995 Plan") to 2,550,000 shares for the issuance of options as determined by the
Compensation Committee of the Board of Directors. The 1995 Plan provides for the
issuance of a variety of awards, including tax qualified incentive stock
options, nonqualified stock options, stock appreciation rights, restricted stock
awards or other forms of awards consistent with the purposes of the plan.
Incentive stock options must be issued at exercise prices no less than the fair
market value of the Common Stock at the date of the grant. Nonqualified options
may be granted at exercise prices at or below the market value, but not at less
than 50% of the market value of the Common Stock at the date of the grant.
Options granted under the 1995 Plan will vest over a period of not more than ten
years as determined by the Compensation Committee.
17
<PAGE>
At January 31, 1997, options for 2,299,872 shares were outstanding to
various executive officers and other employees under the 1995 Plan at option
exercise prices ranging from $10.875 to $42.75 per share, which prices were
greater than or equal to the market value of the Common Stock as of the date of
grant.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No current or former officer of the Company served as a member of the
Compensation Committee.
PERFORMANCE GRAPH
The performance graph below compares the cumulative total return to
stockholders on June 24, 1994, the date on which the Common Stock was first
traded publicly through January 31, 1997, for a holder of Common Stock against
the cumulative total return of the Standard & Poor's Midcap 400 Index ("S&P
Midcap 400") and a group of peer companies over the same period. However, in
reviewing this graph, stockholders should keep in mind the possible effect that
the limited trading in the Common Stock may have on the price of such stock and
the fact that, in the Company's judgment, there are no directly comparable
companies which are publicly traded. The decline in the value of the Company's
Common Stock in fiscal 1996 can be partially attributed to the spinoff of
Culligan Water Technologies, Inc. on September 12, 1995. The stock price
performance depicted in the performance graph is not necessarily indicative of
future stock price performance.
The performance graph assumes $100 was invested on June 24, 1994 and is
based on an opening price for the Common Stock of $20.25 per share on June 24,
1994 and closing prices for the S&P Midcap 400 and the common stock of the
members of the industry peer group on June 23, 1994. The cumulative total
stockholder return is based on share price appreciation plus dividends. The
performance data is presented in the graph and in the table which follows the
graph.
[GRAPH WITH PLOT POINTS APPEARS HERE]
18
<PAGE>
<TABLE>
<CAPTION>
June 24, 1994 January 31, 1995 January 31, 1996 January 31, 1997
- -------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Samsonite $100 $116 $ 46 $195
- -------------------------------------------------------------------------------------
S&P Midcap 400 $100 $105 $137 $168
- -------------------------------------------------------------------------------------
Peer Group $100 $116 $115 $136
- -------------------------------------------------------------------------------------
</TABLE>
The peer group consists of the following publicly-held branded consumer
durables manufacturers: The Coleman Company, Inc., Sunbeam Corporation, The
Black & Decker Corporation, Premark International Inc., Rubbermaid Incorporated
and Toastmaster Inc.
19
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information about persons known to
the Company to be the beneficial owner of more that 5% of the Common Stock, and
as to the beneficial ownership of the Common Stock by each of the Company's
directors and executive officers and all of the Company's directors and
executive officers as a group, as of March 31, 1997. Except as otherwise
indicated, to the knowledge of the Company, the persons identified below have
sole voting and sole investment power with respect to shares they own of record.
<TABLE>
<CAPTION>
Number of Shares
Name and Address of Beneficial Owner Beneficially Owned Percent
------------------------------------ ------------------ -------
<S> <C> <C>
Apollo Investment Fund, L.P.
c/o Apollo Advisors, L.P.
2 Manhattan Road
Purchase, New York 10577
and
Lion Advisors, L.P. 7,334,859 (1) 36.08%
1301 Avenue of the Americas, 38th Floor
New York, NY 10019
FMR Corp. 2,540,000 12.50%
82 Devonshire Street
Boston, MA 02109
Leon G. Cooperman 1,028,412 (2) 5.06%
c/o Omega Advisors, Inc.
Wall Street Plaza, 31st Floor
88 Pine Street
New York, New York 10005
Richard R. Nicolosi 406,375 (3) 2.00%
c/o Samsonite Corporation
11200 East 45th Avenue
Denver, Colorado 80239
Mark H. Rachesky 75,184 *
Mark Capital Partners
335 Madison Avenue, 26th Floor
New York, New York 10017
John P. Murtagh 71,000 (4) *
c/o Samsonite Corporation
11200 East 45th Avenue
Denver, Colorado 80239
Luc Van Nevel 41,448 (5) *
c/o Samsonite Europe N.V.
Westerring 17
B-9700 Oudenaarde, Belgium
Thomas J. Leonard 40,163 (5) *
c/o Samsonite Corporation
11200 East 45th Avenue
Denver, Colorado 80239
</TABLE>
20
<PAGE>
<TABLE>
<CAPTION>
Number of Shares
Name and Address of Beneficial Owner Beneficially Owned Percent
------------------------------------ ------------------ -------
<S> <C> <C>
Thomas R. Sandler 39,304 (6) *
c/o Samsonite Corporation
11200 East 45th Avenue
Denver, Colorado 80239
Robert P. Baird, Jr. 38,833 (7) *
c/o Samsonite Corporation
11200 East 45th Avenue
Denver, Colorado 80239
James E. Barch 38,333 (7) *
c/o Samsonite Corporation
11200 East 45th Avenue
Denver, Colorado 80239
Karlheinz Tretter 33,446 (8) *
c/o Samsonite Europe N.V.
Westerring 17
B-9700 Oudenaarde, Belgium
Gary D. Ervick 23,771 (9) *
c/o Samsonite Corporation
11200 East 45th Avenue
Denver, Colorado 80239
D. Michael Clayton 4,031 (10) *
c/o Samsonite Corporation
11200 East 45th Avenue
Denver, Colorado 80239
Bernard Attal 298 *
1301 Sixth Avenue, 38th Floor
New York, New York 10019
R. Theodore Ammon 184 *
Big Flower Press Holdings, Inc.
3 E. 54th Street, 19th Floor
New York, New York 10022
Leon D. Black 184 (11) *
1301 Avenue of the Americas, 38th Floor
New York, NY 10019
Robert H. Falk 184 (11) *
1301 Avenue of the Americas, 38th Floor
New York, NY 10019
Robert L. Rosen 184 *
RLR Partners, L.P.
825 Third Avenue, 40th Floor
New York, New York 10022
Marc J. Rowan 184 (11) *
1301 Avenue of the Americas, 38th Floor
New York, NY 10019
</TABLE>
21
<PAGE>
<TABLE>
<CAPTION>
Number of Shares
Name and Address of Beneficial Owner Beneficially Owned Percent
------------------------------------ ------------------ -------
<S> <C> <C>
Stephen J. Solarz 135 *
APCO Associates, Inc.
1615 L Street, N.W., Suite 900
Washington, DC 20036
All Directors and Executive Officers as a group 813,241 (12) 3.93%
</TABLE>
*Less than 1.0%
(1) Includes 3,668,163 shares held by Apollo Investment Fund, L.P. ("Apollo")
and 3,666,696 shares beneficially held by Lion Advisors, L.P. ("Lion") on
behalf of an investment account under management over which Lion has
exclusive investment, voting and dispositive power. Lion is affiliated
with Apollo Advisors, L.P., the general partner of Apollo Investments.
(2) Includes shares purchased by Omega Capital Partners (317,712 shares),
Omega Institutional Partners, L.P. (21,100 shares), Omega Overseas
Partners Ltd. (453,700 shares), Omega Equity Partners, L.P. (25,600
shares) and Omega Advisors, Inc. (210,300 shares), each of which entities
is controlled by Mr. Cooperman.
(3) Includes 60,000 shares of restricted Common Stock issued to Mr. Nicolosi
in connection with his employment arrangement. Includes options to
purchase 93,085 shares of Common Stock exercisable within 60 days of March
31, 1997.
(4) Includes options to purchase 50,000 shares of Common Stock exercisable as
of March 31, 1997.
(5) Includes options to purchase 39,448 shares of Common Stock exercisable as
of March 31, 1997.
(6) Includes options to purchase 37,804 shares of Common Stock exercisable as
of March 31, 1997.
(7) Includes options to purchase 33,333 shares of Common Stock exercisable as
of March 31, 1997.
(8) Includes options to purchase 32,446 shares of Common Stock exercisable as
of March 31, 1997.
(9) Includes options to purchase 18,491 shares of Common Stock exercisable as
of March 31, 1997.
(10) Includes options to purchase 3,831 shares of Common Stock exercisable as
of March 31, 1997.
(11) Includes shares issued under the Directors Stock Plan. Does not include
shares held by Apollo or Lion. Each of Messrs. Falk and Rowan, directors
of the Company, together with Mr. Black, a director of the Company, who is
also a director of Apollo Capital Management, Inc., the general partner of
Apollo Advisors, L.P., and of Lion Capital Management, Inc., the general
partner of Lion, disclaims beneficial ownership of the securities held by
Apollo and Lion.
(12) Excludes shares listed above for Apollo Investment Fund, L.P., and Lion
Advisors, L.P. If such shares were included, the aggregate number of
shares beneficially owned by all directors and executive officers as a
group would be 8,148,100, representing 39.35%.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
As described in note 13 to the consolidated financial statements included
in the Company's 1997 Annual Report on Form 10K, the Company settled for
$200,000 a claim against the Company by Apollo Investment Fund, L.P. ("Apollo")
and an affiliate of Apollo. Apollo and its affiliates own 36.08% of the
Company's issued and outstanding common stock as of March 31, 1997 (45.75% at
January 31, 1997).
22
<PAGE>
OTHER MATTERS
The Board knows of no other business which will be presented at the
Meeting. If other matters properly come before the Meeting, the persons named as
proxy holders will vote on them in accordance with their best judgment.
The costs of this solicitation of proxies will be borne by the Company. In
addition to the use of the mails, some of the officers or agents of the Company
may solicit proxies by telephone. The Company will request brokerage houses and
other custodians, nominees and fiduciaries to forward soliciting material to the
beneficial owners of Common Stock held of record by such persons and may verify
the accuracy or marked proxies by contacting record and beneficial owners of the
Common Stock. The Company will reimburse such persons for their reasonable
expenses incurred in forwarding such soliciting materials.
23
<PAGE>
P SAMSONITE CORPORATION
R 11200 EAST 45TH AVENUE, DENVER,
O COLORADO 80239
X THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
Y FOR THE ANNUAL MEETING ON
JUNE 26, 1997
The undersigned shareholder hereby appoints Richard H. Wiley and John P.
Murtagh, and each of them, proxies, with the powers the undersigned would
possess if personally present and with full power of substitution, to vote all
common shares of the undersigned in Samsonite Corporation at the annual
meeting of stockholders to be held in Auditorium A on the Fifth Floor at the
offices of Bear, Stearns & Co., Inc. located at 245 Park Avenue in New York,
New York, at 10:00 A.M. local time, on June 26, 1997, and at any adjournment
thereof, upon all subjects that may properly come before the meeting,
including the matters described in the proxy statement furnished herewith,
subject to any directions indicated on the other side of this card. IF NO
DIRECTIONS ARE GIVEN, THE EXECUTED PROXIES WILL VOTE FOR PROPOSALS 1 AND 2
AND, AT THEIR DISCRETION, ON ANY OTHER MATTER THAT MAY PROPERLY COME BEFORE
THE MEETING.
--------------
CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE
--------------
(Front Side)
[X] Please mark
votes as in
this example
---------------------------------------------------------------
The Board of Directors recommends a vote FOR Proposals 1, and 2
---------------------------------------------------------------
1. Election of Directors 2. Approval to ratify and approve
NOMINEES: R. THEODORE AMMON, the appointment of KPMG Peat
ROBERT H. FALK, AND Marwick LLP as independent
MARK H. RACHESKY auditors of the Company and its
subsidiaries for the Company's
FOR WITHHELD fiscal year ending January 31,
[_] [_] 1998.
[_] ___________________________________ MARK HERE [_]
For all nominees except as noted above. FOR ADDRESS
CHANGE AND
NOTE AT LEFT
Please sign this proxy and return
it promptly whether or not you plan
to attend the meeting. If shares
are registered in the names of
joint tenants for trustees, each
tenant or trustee should sign. If
signing for a corporation or
partnership or as agent, attorney
or fiduciary, indicate the capacity
in which you are signing. If you do
attend the meeting and decide to
vote by ballot, such vote will
supersede this proxy.
__________________________ ____________ __________________________ ____________
Signature Date Signature Date
(Back Side)
