<PAGE>
As filed with the Securities and Exchange Commission on January 30, 1997
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------
SAMSONITE CORPORATION
(Exact name of Registrant as specified in its charter)
DELAWARE 36-3511556
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
11200 EAST 45TH AVENUE
DENVER, COLORADO 80239
(303) 373-2000
(Address, including zip code, and telephone number, including area code,
of Registrant's Principal Executive Offices)
--------------------------
SAMSONITE CORPORATION 1995 STOCK OPTION AND INCENTIVE AWARD PLAN
(AS AMENDED IN 1996)
SAMSONITE CORPORATION DIRECTORS' STOCK PLAN
(Full title of the Plans)
--------------------------
JOHN P. MURTAGH
SAMSONITE CORPORATION
11200 EAST 45TH AVENUE
DENVER, COLORADO 80239-3018
(303) 373-6174
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
--------------------------
COPIES TO:
JEFFREY M. KNETSCH
BROWNSTEIN HYATT FARBER & STRICKLAND, P.C.
410 SEVENTEENTH STREET, 22ND FLOOR
DENVER, COLORADO 80202
(303) 534-6335
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
==========================================================================================================================
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share(1) Price(1) Registration Fee
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 1,073,610 $ 35.50 $38,113,155 $11,550
Common Stock, par value $.01 per share 20,000 $ 33.75 675,000 205
Common Stock, par value $.01 per share 15,000 $ 37.50 562,500 170
Common Stock, par value $.01 per share 2,500 $ 36.25 90,625 27
Common Stock, par value $.01 per share 60,000 $38.375 2,302,500 698
Common Stock, par value $.01 per share 30,000 $ 41.50 1,245,000 377
Common Stock, par value $.01 per share 32,500 $ 42.75 1,398,375 424
Common Stock, par value $.01 per share 15,000 $42.125 631,875 191
Common Stock, par value $.01 per share 30,000 $ 41.50 1,245,000 377
Common Stock, par value $.01 per share 513 $ 36.50 18,725 6
Common Stock, par value $.01 per share 420,877 $ 40.00 16,835,080 5,102
Total 1,700,000 $63,117,835 $19,127
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This calculation is made solely for the purpose of determining the
registration fee pursuant to the provisions of Rule 457(h) under the
Securities Act of 1933 (the "Act") as follows: (a) in the case of shares of
Common Stock which may be purchased upon the exercise of outstanding
options, the fee is calculated on the basis of the price at which the
options may be exercised, (b) in the case of shares of Common Stock which
are currently issuable under the Directors' Stock Plan, the fee is
calculated on the basis of the price at which such shares are issuable and
(c) in the case of shares of Common Stock for which awards have not yet
been granted and the offering price of which is therefore unknown, the fee
is calculated on the basis of the average of the high and low price per
share of Common Stock on the National Market System of the National
Association of Securities Dealers Automated Quotation System ("NASDAQ") as
of January 24, 1997 (within 5 business days prior to filing this
Registration Statement).
Approximate Date of Commencement of Proposed Sales Pursuant to the Plan: As
------------------------------------------------------------------------
soon as practicable after the effective date of this Registration
Statement.
This Registration Statement shall be deemed to cover securities resulting
from stock splits, stock dividends or similar transactions as provided by
Rule 416 of the Act.
Pursuant to Rule 429 under the Securities Act of 1933, the Prospectus
contained in this Registration Statement also relates to securities
previously registered by the Registrant on Form S-8 on June 7, 1996
(File No. 333-05467) and on January 6, 1997 (File No. 333-19281).
<PAGE>
EXPLANATORY NOTE
----------------
In accordance with the instructional Note to Part 1 of Form S-8 as
promulgated by the Securities and Exchange Commission, the information specified
by Part 1 of Form S-8 has been omitted from this Registration Statement on Form
S-8 for offers of Common Stock of Samsonite Corporation (the "Company") pursuant
to the Samsonite Corporation 1995 Stock Option and Incentive Award Plan (as
amended in 1996) and the Samsonite Corporation Directors' Stock Plan (together,
the "Plans"). The prospectus filed as part of this Registration Statement has
been prepared in accordance with the requirements of Form S-3 and may be used
for reofferings and resales of registered shares of Common Stock which may be
issued in the future upon the exercise of options or other awards granted under
the Plans (hereinafter such Prospectus will be referred to as the "Prospectus").
In accordance with Section E of the General Instructions to Form S-8, the
contents of the Company's Registration Statement on Form S-8 (File No. 333-
05467) are hereby incorporated by reference.
1
<PAGE>
PROSPECTUS
- ----------
SAMSONITE CORPORATION
3,151,848 Shares of Common Stock
This Prospectus is being used in connection with the offering from time to
time of up to 3,151,848 shares (the "Shares") of common stock, $.01 par value
(the "Common Stock"), of Samsonite Corporation (the "Company") by certain
stockholders who may be deemed to be affiliates ("Selling Stockholders") of the
Company. The Company will not receive any of the proceeds from the sale of the
Shares.
The Shares may be sold from time to time by the Selling Stockholders or by
pledgees, donees, transferees or other successors in interest. Such sales may
be made on the National Association of Securities Dealers Automated Quotation
System ("NASDAQ"), in the over-the-counter market or otherwise at prices and at
terms then prevailing or at prices related to the then current market price, or
in negotiated transactions. The Shares may be sold by one or more of the
following: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the Shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by a broker or
dealer for its account pursuant to this Prospectus; and (c) ordinary brokerage
transactions and transactions in which the broker solicits purchasers. In
effecting sales, brokers or dealers engaged by the Selling Stockholders may
arrange for other brokers or dealers to participate. Such brokers or dealers
and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as amended (the
"Act") in connection with such sales. All discounts, commissions or fees
incurred in connection with the sale of the Shares will be paid by the Selling
Stockholders or by the purchasers of the Shares, except that the expenses of
preparing and filing this Prospectus and the related Registration Statements
with the Securities and Exchange Commission, and of registering or qualifying
the Shares, will be paid by the Company.
The Common Stock of the Company is listed on The NASDAQ Market System under
the symbol SAMC.
-------------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
-------------------------------
SEE RISK FACTORS FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED
BY PROSPECTIVE INVESTORS IN THE SHARES OFFERED HEREBY.
-------------------------------
The date of this Prospectus is
January 30, 1997
1
<PAGE>
No person is authorized to give any information or to make any
representations, other than as contained herein, in connection with the offer
made in this Prospectus, and any information or representation not contained
herein must not be relied upon as having been authorized by the Company or the
Selling Stockholders. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the Shares offered by
this Prospectus, nor does it constitute an offer to sell or a solicitation of
any offer to buy any Shares offered hereby to any person in any jurisdiction
where it is unlawful to make such an offer or solicitation to such person.
Neither the delivery of this Prospectus nor any sale hereunder shall under any
circumstances create any implication that information contained herein is
correct as of any time subsequent to the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files reports and
other information with the Securities and Exchange Commission (the
"Commission"). Reports and other information filed by the Company with the
Commission may be inspected and copies at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's Regional Offices at: 75
Park Place, 14th Floor, New York, New York 10007 and Northwest Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material may be obtained upon written request addressed to the Commission at the
Public Reference Section, at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. In addition, the Common Stock is listed on NASDAQ and reports
and other information concerning the Company may also be inspected at the
offices of the National Association of Securities Dealers, Inc. at 1735 K
Street, N.W., Washington, D.C. 20006.
The Company has filed registration statements (the "Registration
Statements") on Form S-8 with respect to the Shares offered hereby with the
Commission under the Act. This Prospectus, which constitutes a part of each of
the Registration Statements, does not contain all the information set forth in
the Registration Statements, certain items of which are contained in schedules
and exhibits to the Registration Statements as permitted by the rules and
regulations of the Commission. Statements contained in this Prospectus as to
the contents of any agreement, instrument or other document referred to are not
necessarily complete. With respect to each such agreement, instrument or other
document filed as an exhibit to the Registration Statements, reference is made
to the exhibit for a more complete description of the matter involved, and each
such statement shall be deemed qualified in its entirety by such reference.
In addition, the Company will provide without charge to each person to whom
this Prospectus is delivered, upon either the written or oral request of such
person, the Annual Report on Form 10-K for the Company's latest fiscal year and
a copy of any or all of the documents incorporated herein by reference other
than exhibits to such documents. See "INCORPORATION OF DOCUMENTS BY REFERENCE."
Such requests should be directed to Samsonite Corporation, 11200 East 45th
Avenue, Denver, Colorado 80239-3018, Attention: Secretary.
INCORPORATION BY REFERENCE
The following documents filed with the Commission by the Company are
incorporated by reference in this Prospectus:
Annual Report on Form 10-K for the fiscal year ended January 31, 1996;
Quarterly Reports on Form 10-Q for the fiscal quarters ended April 30,
1996, July 31, 1996 and October 31, 1996; and
Reports on Form 8-K dated February 5, 1996 and November 8, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
filing of a post-effective amendment indicating that all of the Shares offered
hereby have been sold or deregistering all of the Shares that at the time of
such post-effective amendment remain unsold, shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in any documents
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document, which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
2
<PAGE>
TABLE OF CONTENTS
THE COMPANY.............................................4
RISK FACTORS............................................4
SELLING STOCKHOLDERS....................................7
PLAN OF DISTRIBUTION....................................9
LEGAL MATTERS...........................................9
EXPERTS.................................................9
3
<PAGE>
THE COMPANY
Samsonite Corporation is one of the world's largest manufacturers and
distributors of luggage, including softside and hardside suitcases, garment
bags, casual bags, business cases and other travel bags. The Company markets
its products primarily under the SAMSONITE(R), AMERICAN TOURISTER(R) and LARK(R)
brand names. The Samsonite brand name enjoys worldwide recognition and is the
leading brand of luggage products in the United States and Europe. American
Tourister is the second most recognized brand of luggage in the United States.
Following the Company's acquisition of American Tourister, Inc. in August 1993,
the Company introduced the American Tourister brand in Europe. The Lark brand
is well-recognized in the United States and competes in the premium segment of
the luggage market. Samsonite and American Tourister brand luggage products
have been manufactured and sold continuously since the 1930's.
RISK FACTORS
In addition to the other information set forth in this Prospectus,
investors should consider carefully the information set forth below before
making an investment in the Common Stock offered hereby.
SIGNIFICANT NON-CASH CHARGES OF THE COMPANY; REPORTED LOSSES
As a result of the emergence from bankruptcy of Astrum International Corp.
("Astrum"), the Company's predecessor, on June 30, 1993, Astrum and all its
subsidiaries were required to adjust their assets and liabilities to reflect
their fair values. The reorganization value in excess of identifiable assets of
Samsonite, which was $165.2 million at the time of Astrum's emergence from
bankruptcy, was amortized through charges to the consolidated statement of
operations over the three year period that ended in June 1996. While these
amounts represent non-cash charges, they have had an adverse effect on reported
results of operations in fiscal years 1994, 1995, 1996 and in the nine months
ended October 31, 1996. The amortization of these charges has had a similar
adverse effect on reported stockholders' equity.
SIGNIFICANT INDEBTEDNESS
At October 31, 1996, the Company has short-term debt obligations totalling
$7.3 million, long-term debt obligations, including current installments, of
$292.6 million and total stockholders' equity of $20.8 million. The Company
believes that for the next twelve months its cash flow from operations, together
with its other available sources of liquidity, will be adequate to make required
payments of principal and interest on its indebtedness and to fund anticipated
capital expenditures and working capital requirements. However, if at any time
the Company is unable to generate sufficient cash flow from operations, it may
be required to refinance all or a portion of its existing indebtedness or to
obtain additional financing. There can be no assurance that any such
refinancing would be possible or that any additional financing could be obtained
on terms that are favorable or acceptable to the Company.
IMPLEMENTATION OF BUSINESS STRATEGY; FORWARD-LOOKING STATEMENTS
The Company's business strategy includes plans to (i) streamline its
management team and organizational structure, (ii) improve its cost structure
and work practices, (iii) develop and introduce to the market a new product and
pricing architecture, (iv) achieve increased sales growth through a variety of
initiatives, including improved marketing, expansion into foreign markets and
broadening of its retail operations, (v) improve return on equity and (vi)
strengthen the balance sheet. The Company's strategic plan should be considered
in light of the risks and expenses associated with implementing these
strategies. Successful implementation of these strategies will depend on
numerous factors, many of which are beyond the Company's control, including
economic, competitive and other conditions and uncertainties and the ability to
retain qualified management personnel. No assurance can be given that the
Company will be successful in implementing its business strategy.
Certain statements under the caption "Risk Factors" and in the documents
incorporated herein, constitute "forward-looking statements" within the meaning
of the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties and other factors that
may cause the actual results, performance or achievements of the Company to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. Such factors include,
among others, the following: general economic and business conditions; industry
capacity; changes in customer preferences; demographic changes; competition;
changes in methods of distribution and technology; changes in political, social
and economic conditions and local regulations, particularly in Europe and Asia;
the loss of any significant customers; and various other factors beyond the
Company's control.
4
<PAGE>
The forward-looking information referred to above includes, but is not
limited to, estimated annual cost savings resulting from the Company's
consolidation and restructuring programs. In addition to the risks,
uncertainties and other factors referred to above which may cause actual amounts
to differ materially from estimated amounts, such estimates of annual cost
savings are based on various factors and were derived utilizing numerous
important assumptions, including (i) achieving estimated reductions in the
number of total employees within anticipated time frames and at currently
projected severance cost levels, while maintaining work flow in the business
areas affected, (ii) the assimilation of American Tourister and other production
in Samsonite's Denver facility without disruption to distribution activities and
(iii) subleasing vacated facilities within anticipated time frames at
anticipated sublease rent levels. The failure of these assumptions to be
realized may cause the actual annual cost savings to differ materially from the
estimates.
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS; CURRENCY RISKS
Approximately 50% of the Company's net sales for fiscal 1996 were
attributable to its European sales and other foreign operations and export sales
from the United States. In addition to its European manufacturing and
distribution subsidiaries, the Company has a 100% owned Mexican manufacturing
and distribution company and is a partner in joint ventures which are currently
building factories and distribution facilities in India and China, as well as a
joint venture operating a sales and distribution facility in Singapore. The
Company is also involved in negotiations to enter into a joint venture to
manufacture and distribute luggage in Brazil and other South American countries.
The Company's operations may be affected by economic, political and governmental
conditions in some of the countries where the Company has manufacturing
facilities or where its products are sold. In addition, factors such as changes
in economic or political conditions in any of the countries in which the Company
operates could result in unfavorable exchange rates, new or additional currency
or exchange controls, other restrictions being imposed on the operations of the
Company or expropriation. The Company's operations also may be adversely
affected by significant fluctuations in the value of the U.S. dollar or the
failure of a partner in an international joint venture to meet performance
expectations. When appropriate, the Company enters into foreign exchange
contracts in order to reduce its economic exposure on certain foreign operations
and/or royalty agreements through the use of forward delivery commitments.
COMPETITION
The Company competes with many domestic and international companies in its
global markets. Samsonite competes on brand name, consumer advertising, product
innovation, quality, differentiation of product features, customer service and
price. The worldwide luggage market is highly fragmented, with the vast
majority of individual competitors having annual sales that are less than 10% of
the Company's sales; nevertheless, the Company has many competitors. Barriers
to entry into the manufacturing of softside luggage are very low and the Company
faces competition from many low cost manufacturers of inexpensive, softside
luggage products. In contrast to the softside luggage market, more significant
capital costs are necessary to enter the manufacturing of hardside luggage;
nonetheless, the Company has several hardside luggage competitors in its major
U.S. and European markets.
RESTRICTIVE COVENANTS
The Company's existing bank credit facility (the "Senior Credit Facility")
contains numerous financial and operating covenants, including restrictions on
the ability of the Company to pay dividends; incur indebtedness; merge,
consolidate or transfer all or substantially all of its assets; make certain
sales of assets; make investments in joint ventures; make capital expenditures;
create, incur or permit the existence of certain liens and requires the Company
to achieve and maintain certain financial ratios. The indenture pursuant to
which the Company's 11 1/8% Series B Senior Subordinated Notes (the "Series B
Notes") were issued contains similar covenants. Such financial covenants affect
the operating flexibility of the Company. The failure to comply with the
covenants would result in a default and permit the lenders under the Senior
Credit Facility or the holders of the Series B Notes to accelerate the maturity
of the indebtedness.
CONTROLLING STOCKHOLDERS
As of the date of this Prospectus, certain entities affiliated with Carl C.
Icahn (collectively, "Icahn") and affiliates of Apollo Advisors, L.P.
(collectively, "Apollo") beneficially own approximately 21.53% and 45.75%,
respectively, of the outstanding Common Stock. By reason of such percentage
ownership, Apollo may have significant control over the management and policies
of the Company.
The level of ownership of the outstanding Common Stock by the Company's
principal stockholders may have the effect of making more difficult or of
discouraging, absent the support of such stockholders, a proxy contest, a merger
involving the Company, a tender offer, an open market purchase program or
purchases of the Common Stock that could give holders of such stock the
opportunity to realize a premium over the then-prevailing market price for their
shares of the Common Stock.
5
<PAGE>
CONTINGENT LIABILITIES
As discussed in note 14 to the consolidated financial statements included
in the Annual Report on Form 10-K for the fiscal year ended January 31, 1996 and
incorporated by reference in this Prospectus, the Company has recorded
significant contingent liabilities as a result of the reorganization of Astrum
in 1993.
As discussed in note 14 under Contingent Liabilities to Pension Benefit
Guaranty Corporation, and in the Quarterly Report on Form 10-Q for the fiscal
quarter ended October 31, 1996 (incorporated by reference in this Prospectus),
the Company has recorded a liability of $26.6 million, as adjusted in the third
quarter of fiscal 1997, for claims made by the Pension Benefit Guaranty
Corporation (the "PBGC") related to unfunded pension liabilities of other
companies which, prior to the reorganization, were part of a controlled group of
companies which included the Company. As part of its plan of reorganization,
Astrum agreed to become secondarily liable for unfunded obligations of such
plans and accrued an amount representing the maximum amount of unfunded
liability should the pension plans be terminated and the Company be required by
the PBGC to make immediate payment of the liability at the time of emergence
from reorganization. In August 1996, agreements among the primarily liable
companies, the PBGC and the Company became effective, which agreements allow the
Company to assume sponsorship of the pension plans at its election. The Company
intends to exercise such election should the primarily liable companies cease
funding their obligations. If the Company assumed sponsorship of the plans, the
Company would be able to fund the pension liabilities over an extended period of
time. The primarily liable companies continue to fund the current obligations
of the plans, but are in reorganization, and the Company can provide no
assurance that it will not become necessary to assume sponsorship of such plans
and become primarily liable for their funding.
As discussed in note 14 under Contingent Liability with Respect to the Old
Notes, and in the Quarterly Report on Form 10-Q for the fiscal quarter ended
July 31, 1996 (incorporated by reference in this Prospectus), the Company has a
contingent liability for interest on overdue installments of interest
liabilities accruing prior to the reorganization of Astrum. A contingent
liability of $16.4 million was recorded for such claims in 1993 although various
parties have challenged the allowability of the claim on the basis that interest
on overdue installments of interest is not permitted under applicable non-
bankruptcy law. In June 1996, the Company settled approximately $4.0 million of
such claims for $200,000. The settled claims were held by Apollo Investment
Fund, L.P. ("Apollo Investments") and an affiliate of Apollo Investments.
Apollo Investments and its affiliates own 45.75% of the issued and outstanding
shares of the Company's Common Stock.
On November 14, 1996, the federal bankruptcy court ruled in favor of the
Company and held that the interest on interest claims are not allowable;
however, the decision may be appealed and, in such event, there is no assurance
that the bankruptcy court's ruling will be upheld.
As discussed in note 14 under Obligations to Settlement Trust, the Company
has a contingent liability to a trust (the "Trust") which was established for
the benefit of the holders of certain pre-bankruptcy claims against the Company.
The terms of the Trust require the Company to make up to $37 million in loans to
the Trust to pay resolved claims and to make distributions to holders of claims
against the Trust. The Company has made loans to the Trust totalling $4.8
million, which have been fully reserved in the Company's consolidated financial
statements. As of January 31, 1996, the Trust had approximately $56 million in
assets and allowed claims of approximately $25 million. Consequently, the
Company does not anticipate being required to loan additional amounts to the
Trust, and further believes its $4.8 million loan to the Trust will be repaid
with interest. However, assurance cannot be given that further loans to the
Trust will not be required or that the $4.8 million loan to the Trust will be
repaid.
RISKS ASSOCIATED WITH INTELLECTUAL PROPERTY RIGHTS
The Company's intellectual property rights include trade secrets, know-how,
patents, copyrights and registered and unregistered trademarks, several of which
are licensed to third parties and generate royalties. While these rights
provide a degree of exclusivity, they are not self-executing and they should be
considered in the light of the risks and expenses associated with obtaining such
rights, maintaining them, and enforcing them, as well as those associated with
defining the precise scope of those rights, and avoiding like rights of others.
While the Company takes steps it deems reasonable to protect its intellectual
property rights, to assert them successfully against those who would infringe
upon such rights, and to avoid conflict over the rights of its competitors, no
assurance can be given that the Company will be successful in doing so.
CERTAIN ANTI-TAKEOVER PROVISIONS
Certain provisions of the Company's Amended and Restated Certificate of
Incorporation, and Restated By-Laws, together and separately, may discourage
potential acquisition proposals, delay or prevent a change in control of the
Company and limit the price that certain investors might be willing to pay in
the future for shares of the Common Stock.
6
<PAGE>
These provisions include a classified board of directors and advance notice
procedures for stockholders to nominate candidates for election as directors of
the Company and to submit proposals for consideration at stockholders' meetings.
SHARES ELIGIBLE FOR FUTURE SALE
No prediction can be made as to the effect, if any, that future sales of
Common Stock, or the availability of Common Stock for future sales, will have on
the market price of the Common Stock prevailing from time to time. Sales in the
public market of substantial amounts of Common Stock (including shares of Common
Stock acquired upon the exercise of options), or the perception that such sales
could occur, could adversely affect prevailing market prices for Common Stock.
DIVIDEND POLICY
The Company does not intend to declare any cash dividends on its Common
Stock in the foreseeable future.
SELLING STOCKHOLDERS
The names of the Selling Stockholders who may be affiliates of the Company
and the positions, offices and other material relationships which each Selling
Stockholder has had with the Company since January 1, 1994 are as follows:
<TABLE>
<CAPTION>
Position held or Relationship with the
Selling Stockholder Company Since January 1, 1994
- ------------------- ----------------------------------------------
<S> <C>
Steven J. Green Chairman, President, Chief Executive Officer and
Director until May 1996 and Significant Stockholder
Richard R. Nicolosi President, Chief Executive Officer and Director
since May 1996
Thomas J. Leonard President, Samsonite - the Americas
Luc Van Nevel President, Samsonite International
John P. Murtagh Vice President, Chief Administrative Officer and
Secretary since August 1996
Thomas R. Sandler Chief Financial Officer and Treasurer
Frank D. Steed President, Samsonite U.S.A. until
September 1996
Karlheinz Tretter Vice President and Managing Director of Samsonite
Europe, N.V.
James E. Barch Vice President and General Manager, Hardside
Luggage and Business Cases since August 1996
Robert P. Baird, Jr. Vice President and General Manager, Softside
Luggage and Casual Bags since September 1996
Gary D. Ervick President, Samsonite Distributing Company since
September 1996, previously President of American
Tourister Division since June 1995
D. Michael Clayton Vice President, Legal and Assistant Secretary
R. Theodore Ammon Director
Bernard Attal Director
Leon D. Black Director
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Position held or Relationship with the
Selling Stockholder Company Since January 1, 1994
- ------------------- ----------------------------------------------
<S> <C>
Robert H. Falk Director
Mark H. Rachesky Director
Robert L. Rosen Director
Marc J. Rowan Director
</TABLE>
The following table sets forth for each Selling Stockholder listed above
the number of shares of Common Stock of each such Selling Stockholder which (1)
are issued and owned beneficially or of record as of January 16, 1997; (2) are
not issued, but may be acquired pursuant to the Plans; (3) are being offered
pursuant to the Registration Statements; and (4) are to be owned after
completion of the offering, assuming that all Shares offered hereby are sold:
<TABLE>
<CAPTION>
Amount of Shares to be
Number of Issued Number of Shares Which Owned After Sales of
Shares Owned as of May Be Acquired Pursuant Number of Shares to be Shares Registered
Name January 16, 1997 to Plans (a) Offered Hereunder
- -------------------- ------------------ ------------------------ ---------------------- ----------------------
<S> <C> <C> <C> <C>
Richard R. Nicolosi 263,290 425,532 425,532 263,290
Steven J. Green 889,450 1,853,668 1,853,668 889,450
Thomas J. Leonard -0- 98,619 98,619 -0-
Luc Van Nevel -0- 98,619 98,619 -0-
John P. Murtagh 15,500 150,000 150,000 15,500
Thomas R. Sandler -0- 98,619 98,619 -0-
Frank D. Steed -0- 29,448 29,448 -0-
Karlheinz Tretter -0- 89,448 89,448 -0-
James E. Barch 1,000 100,000 100,000 1,000
Robert P. Baird, Jr. 500 100,000 100,000 500
Gary D. Ervick 1,280 82,895 82,895 1,280
D. Michael Clayton -0- 20,000 20,000 -0-
R. Theodore Ammon 57 643 700 -0-
Bernard Attal 171 629 800 -0-
Leon D. Black (b) 57 643 700 -0-
Robert H. Falk (b) 57 643 700 -0-
Mark H. Rachesky 57 643 700 -0-
Robert L. Rosen 57 643 700 -0-
Marc J. Rowan (b) 57 643 700 -0-
</TABLE>
(a) Includes Shares underlying both vested and unvested options granted,
some of which options are currently exercisable, and the Company's
estimate of Shares issuable under the Samsonite Corporation Directors'
Stock Plan through December 31, 1997.
(b) Does not include shares held by Apollo Investments or Lion
Advisors, L.P. 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., the general partner of Apollo
Investments and Lion Capital Management, Inc., the general partner of
Lion Advisors, L.P., disclaims beneficial ownership of the securities
held by Apollo Advisors, L.P. and Lion Advisors, L.P.
The preceding table reflects all Selling Stockholders who are eligible to
reoffer and resell Shares, whether or not they have a present intent to do so.
There is no assurance that any of the Selling Stockholders will sell any or all
of the Shares offered by them hereunder. The inclusion in the foregoing table of
the individuals named therein shall not be deemed to be an admission that any
such individuals are "affiliates" of the Company.
This Prospectus may be amended or supplemented from time to time to add or
delete Selling Stockholders.
8
<PAGE>
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Stockholders
or by pledgees, donees, transferees or other successors in interest. Such sales
may be made on the NASDAQ Market System, on the over-the-counter market or
otherwise at prices and at terms then prevailing or at prices related to the
then current market price, or in negotiated transactions. The Shares may be
sold by one or more of the following: (a) a block trade in which the broker or
dealer so engaged will attempt to sell the Shares as agent but may position and
resell a portion of the block as principal to facilitate the transaction; (b)
purchases by a broker or dealer for its account pursuant to this Prospectus; and
(c) ordinary brokerage transactions and transactions in which the broker
solicits purchases. In effecting sales, brokers or dealers engaged by the
Selling Stockholders may arrange for other brokers or dealers to participate.
Brokers or dealers will receive commissions or discounts from Selling
Stockholders in amounts to be negotiated immediately prior to the sale. Such
brokers or dealers and any other participating brokers or dealers may be deemed
to be "underwriters" within the meaning of the Act in connection with such
sales. In addition, any securities covered by this Prospectus which qualify for
sale pursuant to Rule 144 under the Act may be sold under Rule 144 rather than
pursuant to this Prospectus. The Company will not receive any of the proceeds
from the sale of the Shares. The Company has paid the expenses of preparing this
Prospectus and the related Registration Statements. The Selling Stockholders
have been advised that they are subject to the applicable provisions of the
Exchange Act, including without limitation, Rules 10b-5, 10b-6 and 10b-7
thereunder.
LEGAL MATTERS
Legal matters with respect to Common Stock being offered hereby have
been passed upon for the Company by D. Michael Clayton, Esq., Vice President,
Legal of the Company.
EXPERTS
The consolidated financial statements of the Company as of January 31,
1996 and 1995, and for the years ended January 31, 1996 and 1995, for the seven
months ended January 31, 1994, and for the five months ended June 30, 1993, and
the related financial statement schedule, have been incorporated by reference
herein and in the Registration Statements on Form S-8 of which this Prospectus
is a part, in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing. The report of
KPMG Peat Marwick LLP contains an explanatory paragraph that states that Astrum
was required to establish a new basis of accounting and adjust the recorded
amounts of assets and liabilities to their fair market values at June 30, 1993.
The Company's consolidated financial statements include the continuing impact of
the recapitalization. As a result, the consolidated financial statements for
periods subsequent to June 30, 1993 are presented on a different cost basis than
for prior periods and, therefore, are not comparable.
9
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by the Company are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended January 31, 1996 filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 (the "Exchange Act").
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since January 31, 1996.
(c) The description of the Company's common stock, par value $.01 per
share (the "Common Stock"), contained in the Company's registration statement on
Form 8-A filed under the Exchange Act (File No. 0-23214), including any
subsequent amendment or any report filed for the purpose of updating such
description.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-
effective amendment which indicates that all securities offered have been sold
or which deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference in the Registration Statement and to be part hereof
from the date of filing of such documents (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
--------------------------------------
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
Certificate of Incorporation and By-Laws
The Company's Certificate of Incorporation provides that each person
who is or was or had agreed to become a director or officer of the Company, or
each such person who is or was serving or who had agreed to serve at the request
of the Board of Directors of the Company as an employee or agent of the Company
or as director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise (including the heirs, executors,
administrators or estate of such person), will be indemnified by the Company, in
accordance with the Company's By-Laws, to the full extent permitted by the
Delaware General Corporation Law (the "DGCL"), as the same exists or may in the
future be amended from time to time. The Company's Certificate of Incorporation
also specifically authorizes the Company to enter into agreements with any
person providing for indemnification greater or different from that provided by
the Company's Certificate of Incorporation.
The Company's By-Laws provide that each person who was or is made a
party or is threatened to be made a party to or is involved in any action, suit,
or proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding"), by reason of the fact that he or she or a person of whom he or
she is the legal representative is or was a director, officer or employee of the
Company is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation or otherwise or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, whether the basis of such Proceeding is alleged action in an
II-1
<PAGE>
official capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent acting in
furtherance of the Plan or otherwise, will be indemnified and held harmless by
the Company to the fullest extent authorized by the DGCL as the same exists or
may in the future be amended from time to time, against all expense, liability
and loss (including, without limitation, attorneys' fees, judgments, fines,
ERISA, excise taxes or penalties and amounts paid or to be paid in settlement)
reasonably incurred or suffered by such person in connection therewith and such
indemnification will continue as to a person who has ceased to be a director,
officer, employee or agent and will inure to the benefit of his or her heirs,
executors and administrators; however, except as described in the next paragraph
with respect to Proceedings seeking to enforce rights to indemnification, the
Company will indemnify any such person seeking indemnification with a Proceeding
(or part thereof) initiated by such person only if such Proceeding (or part
thereof) was authorized by the Board of Directors of the Company.
Pursuant to the Company's By-Laws, if a claim described in the
preceding paragraph is not paid in full by the Company within thirty days after
a written claim has been received by the Company, the claimant may at any time
thereafter bring suit against the Company to recover the unpaid amount of the
claim and, if successful in whole or in part, the claimant will be entitled to
be paid also the expense of prosecuting such claim. The Company's By-Laws
provide that it will be a defense to any such action (other than an action
brought to enforce a claim for expenses incurred in defending any Proceeding in
advance of its final disposition where the required undertaking, if any is
required, has been tendered to the Company) that the claimant has not met the
standards of conduct which make it permissible under the DGCL for the Company to
indemnify the claimant for the amount claimed, but the burden of proving such
defense will be on the Company. Neither the failure of the Company (including
its Board of Directors, independent legal counsel or stockholders) to have made
a determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the DGCL, nor an actual
determination by the Company (including its Board of Directors, independent
legal counsel or stockholders) that the claimant has not met such applicable
standard of conduct, will be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct. The Company's
By-Laws provide that following any "change in control" of the Company of the
type required to be reported under Item 1 of Form 8-K promulgated under the
Securities Exchange Act of 1934, as amended, any determination as to entitlement
to indemnification will be made by independent legal counsel selected by the
claimant which independent legal counsel will be retained by the Board of
Directors on behalf of the Company.
The Company's By-Laws provide that the right to indemnification and
the payment of expenses incurred in defending a Proceeding in advance of its
final disposition conferred in the Company's By-Laws will not be exclusive of
any other right which any person may have or may in the future acquire under any
statute, provision of the Company's Certificate of Incorporation, the Company's
By-Laws, agreement, vote of stockholders or disinterested directors or
otherwise. The Company's By-Laws permit the Company to maintain insurance, at
its expense, to protect itself and any director, officer, employee or agent of
the Company or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the Company
would have the power to indemnify such person against such expense, liability or
loss under the DGCL. In addition, the Company's By-Laws authorize the Company,
to the extent authorized from time to time by the Company's Board of Directors,
to grant rights to indemnification, and rights to be paid by the Company the
expenses incurred in defending any Proceeding in advance of its final
disposition, to any agent of the Company to the fullest extent of the provisions
of the Company's By-Laws with respect to the indemnification and advancement of
expenses of directors, officers and employees of the Company.
The Company's By-Laws provide that the right to indemnification
conferred therein will be a contract right and will include the right to be paid
by the Company the expenses incurred in defending any such Proceeding in advance
of its final disposition, except that if the DGCL requires, the payment of such
expenses incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a
Proceeding, will be made only upon delivery to the Company of an undertaking by
or on behalf of such director or officer, to repay all amounts so advanced if it
is ultimately determined that such director or officer is not entitled to be
indemnified under the Company's By-Laws or otherwise.
Indemnification Agreements
The Company has or will enter into indemnification agreements with
each of the Company's directors and officers. The indemnification agreements
require, among other things, the Company to indemnify the officers and directors
to the fullest extent permitted by law, and to advance to such directors and
officers all related expenses, subject to reimbursement if it is subsequently
determined that indemnification is not permitted. The Company will also
indemnify and advance all expenses incurred by such directors and officers
seeking to enforce their rights under the
II-2
<PAGE>
indemnification agreements, and cover directors and officers under the Company's
directors' and officers' liability insurance. Although such indemnification
agreements will offer substantially the same scope of coverage afforded by
provisions in the Company's Certificate of Incorporation and the Company's By-
Laws, they provide greater assurance to directors and officers that
indemnification will be available because, as a contract, it cannot be modified
unilaterally in the future by the Board of Directors of the Company or by the
stockholders to eliminate the rights provided therein.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not Applicable.
ITEM 8. EXHIBITS
--------
Exhibit
Number Description of Exhibits
- ------- -----------------------
4(a) Amended and Restated Certificate of
Incorporation of the Company, incorporated
herein by reference from the Company's Annual
Report on Form 10-K for the fiscal year ended
January 31, 1996 (File No. 0-23214).
4(b) Certificate of Merger and Ownership dated July
14, 1995, incorporated herein by reference from
the Company's Registration Statement on Form
S-4 (Registration No. 33-95642).
4(c) By-Laws of the Company, incorporated herein by
reference from the Company's Annual Report on
Form 10-K for the fiscal year ended January 31,
1996 (File No. 0-23214).
4(d) Samsonite Corporation 1995 Stock Option and
Incentive Award Plan (as Amended in 1996),
incorporated herein by reference from the
Company's 1996 Proxy Statement on Schedule 14A
(File No. 0-23214).
4(e) Second Amendment to Samsonite Corporation 1995
Stock Option and Incentive Award Plan (as
Amended in 1996).
4(f) Form of Option Agreement for awards under the
Samsonite Corporation 1995 Stock Option and
Incentive Award Plan (as Amended in 1996),
incorporated herein by reference from the
Company's Registration Statement on Form S-8
(File No. 333-05467).
4(g) Stock Option Agreement, dated May 15, 1996,
between the Company and Richard R. Nicolosi,
incorporated herein by reference from the
Company's Registration Statement on Form S-8
(File No. 333-05467).
4(h) Samsonite Corporation Directors Stock Plan,
incorporated herein by reference from the
Company's 1996 Proxy Statement on Schedule 14A
(File No. 0-23214).
5 Opinion of D. Michael Clayton, Esq.
23(a) Consent of D. Michael Clayton, Esq. (included
in opinion filed as Exhibit 5).
23(b) Consent of KPMG Peat Marwick LLP.
- ---------------------------------
ITEM 9. UNDERTAKINGS
------------
The registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate, represent
a fundamental change in the information set forth in the Registration Statement;
II-3
<PAGE>
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration Statement or
any material change to such information in the Registration Statement;
Provided, however, that paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(4) That, for purposes of determining any liability under the Act, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Exchange Act that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(5) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Denver, State of Colorado, on January 30, 1997.
SAMSONITE CORPORATION
By: /s/ Richard R. Nicolosi
-------------------------------------
Richard R. Nicolosi
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints each of John P. Murtagh, Thomas R. Sandler
and D. Michael Clayton his true and lawful attorney-in-fact and agent, each with
full power of substitution and revocation, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same
with all exhibits thereto, and other documents in connection therewith, the
Securities and Exchange Commission, granting unto each such attorney-in-fact and
agent, full power and authority to do and perform each such and every act and
thing requisite and necessary to be done, as fully to all intents and purposes
as such person might or could do in person, hereby ratifying and confirming all
that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement and the foregoing Powers of Attorney have been signed on
January 30, 1997, by the following persons in the capacities indicated.
SIGNATURES TITLE
/s/ Richard R. Nicolosi President, Chief Executive Officer and Director
- --------------------------- (Principal Executive Officer)
Richard R. Nicolosi
/s/ Thomas R. Sandler Chief Financial Officer and Treasurer (Principal
- --------------------------- Financial and Accounting Officer)
Thomas R. Sandler
/s/ Bernard Attal Director
- ---------------------------
Bernard Attal
Director
- ---------------------------
R. Theodore Ammon
/s/ Leon D. Black Director
- ---------------------------
Leon D. Black
/s/ Robert H. Falk Director
- ---------------------------
Robert H. Falk
Director
- ---------------------------
Carl C. Icahn
II-5
<PAGE>
/s/ Mark H. Rachesky Director
- ---------------------------
Mark H. Rachesky
/s/ Robert L. Rosen Director
- ---------------------------
Robert L. Rosen
/s/ Marc J. Rowan Director
- ---------------------------
Marc J. Rowan
/s/ Stephen J. Solarz Director
- ---------------------------
Stephen J. Solarz
II-6
<PAGE>
Exhibit 4(e)
------------
SAMSONITE CORPORATION
SECOND AMENDMENT TO
1995 STOCK OPTION AND INCENTIVE AWARD PLAN
(AS AMENDED IN 1996)
Whereas Samsonite Corporation ("Samsonite") has previously established the
Samsonite Corporation 1995 Stock Option Plan (as Amended in 1996) (the "Plan")
which provides for the issuance of up to 1,050,000 shares of Samsonite's common
stock, par value $.01 per share ("Common Stock"), and on October 28, 1996
Samsonite's Board of Directors authorized issuance on an additional 1,500,000
shares of Common Stock pursuant to the Plan.
Now, therefore, Samsonite hereby amends Section 5 of the Plan to change the
number appearing in the first sentence thereof ("1,050,000") to read
"2,550,000".
Except as specifically amended hereby, the Plan remains in full force and
effect.
<PAGE>
Exhibit 5
---------
SAMSONITE CORPORATION
11200 East 45th Avenue
Denver, Colorado 80239
January 30, 1997
Samsonite Corporation
11200 East 45th Avenue
Denver, Colorado 80239
Ladies and Gentlemen:
I have examined the Registration Statement on Form S-8 (the "Registration
Statement") filed today with the Securities and Exchange Commission by Samsonite
Corporation, a Delaware corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended (the "Act"), of
1,700,000 shares (the "Shares") of the Company's Common Stock, par value $.01
per share, to be issued under the Plans (as defined in the Registration
Statement).
In connection with this opinion, I have examined such documents, certificates,
instruments and other records as I have deemed necessary or appropriate as a
basis for the opinions set forth herein. In our examination, I have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to me as originals, the conformity to
original documents of all documents submitted to me as certified or photostatic
copies and the authenticity of the originals of such copies. Additionally, I
have examined such questions of law and fact as I have considered necessary or
appropriate for purposes of this opinion.
Based upon the foregoing, it is my opinion that all of the Shares have been
duly authorized, and when issued and delivered in accordance with the terms of
the appropriate Plan, will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of my name under the caption "Legal
Matters" in the prospectus that is a part of the Registration Statement. In
giving this consent, I do not thereby admit that I am within the category of
persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ D. Michael Clayton, Esq.
<PAGE>
Exhibit 23 (b)
--------------
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
THE BOARD OF DIRECTORS
SAMSONITE CORPORATION:
We consent to incorporation by reference in the registration statement on Form
S-8 of Samsonite Corporation for the Samsonite Corporation 1995 Stock Option and
Incentive Award Plan (as Amended in 1996) and the Samsonite Corporation
Directors' Stock Plan, of our report dated March 19, 1996, relating to the
consolidated balance sheets of Samsonite Corporation and subsidiaries as of
January 31, 1996 and 1995, and the related consolidated statements of
operations, stockholders' equity, and cash flows for the years ended January 31,
1996 and 1995, for the seven months ended January 31, 1994, and for the five
months ended June 30, 1993, and the related financial statement schedule, which
report appears in the January 31, 1996, annual report on Form 10-K of Samsonite
Corporation, and to the reference to our firm under the heading "Experts" in the
prospectus.
Our report contains an explanatory paragraph that states that the Company's
former parent, Astrum International Corp., was required to establish a new basis
of accounting and adjust the recorded amounts of assets and liabilities to their
fair market values at June 30, 1993. The Company's consolidated financial
statements include the continuing impact of the recapitalization. As a result,
the consolidated financial statements for periods subsequent to June 30, 1993
are presented on a different cost basis than for prior periods and, therefore,
are not comparable.
KPMG PEAT MARWICK LLP
Denver, Colorado
January 28, 1997
