<PAGE>
As filed with the Securities and Exchange Commission on January 6, 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 Employee Savings Plan
Samsonite Employee Savings Trust
Samsonite Corporation's Employee Stock Purchase 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
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
=============================================================================================================
Proposed Proposed
Maximum Maximum
Offering Aggregate Amount of
Title of Securities Amount to be Price Offering Registration
to be Registered Registered Per Share(1) Price(1) Fee
- -------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 75,000 $36.75 $2,756,250 $836
=============================================================================================================
</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") and 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 December 30, 1996 (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.
<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 benefit plans referred to herein (the "Plans").
<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
II-1
<PAGE>
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 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
II-2
<PAGE>
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 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's Employee Stock Purchase Plan.
5 Opinion of D. Michael Clayton, Esq.
23(a) Consent of D. Michael Clayton, Esq. (included in its opinion
filed as Exhibit 5).
23(b) Consent of KPMG Peat Marwick LLP.
The registrant hereby undertakes to submit the Samsonite Employee Savings Plan
and the Samsonite Employee Savings Trust to the Internal Revenue Service ("IRS")
in a timely manner and will make all changes required by the IRS in order to
qualify such plan and trust.
Item 9. Undertakings
------------
The registrant hereby undertakes:
(i) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(ii) To include any prospectus required by Section 10(a)(3)
of the Act;
(iii) 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>
(iv) 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.
(1) 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.
(2) 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.
(3) 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.
(4) 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 6, 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 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 6, 1997, by the following persons in the capacities indicated.
<TABLE>
<CAPTION>
Signatures Title
<S> <C>
/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
</TABLE>
II-5
<PAGE>
<TABLE>
<S> <C>
/s/ Mark H. Rachesky Director
- ------------------------------
Mark H. Rachesky
/s/ Robert L. Rosen Director
- ------------------------------
Robert L. Rosen
Director
- ------------------------------
Marc J. Rowan
/s/ Stephen J. Solarz Director
- ------------------------------
Stephen J. Solarz
</TABLE>
II-6
<PAGE>
Exhibit 4(d)
------------
Samsonite Corporation
ESPP
Employee Stock Purchase Plan
An Opportunity To Purchase Samsonite Corporation Common Stock
Through Payroll Deductions
- --------------------------------------------------------------------------------
Through Samsonite Corporation's Employee Stock Purchase Plan (ESPP), you can
participate in Samsonite not only as an employee, but now as a shareholder.
The ESPP enables you to invest in Samsonite Corporation through payroll
deductions. In addition, you will save on brokerage fees and other costs related
to purchasing shares of Samsonite stock.
Samsonite Corporation has arranged with Smith Barney, Inc. (SB), one of the
nation's leading investment firms, to maintain individual employee accounts for
those who elect to participate. SB will maintain the accounts and mail a
statement following each transaction to every participating employee.
This brochure will attempt to explain all aspects of the ESPP. If you have any
additional questions, please ask the SB representative, either by writing to
Smith Barney, Inc., ESPP Department, 388 Greenwich Street, 18th Floor, New York,
NY. 10013; by faxing SB at 1-212-816-3226; or by calling toll-free 1-800-367-
4777 (between 8:30 a.m. and 5:30 p.m. Eastern Standard Time).
Participation by eligible employees is entirely voluntary and Samsonite
Corporation will make no recommendations to its employees regarding
participation.
Eligibility
All employees working 25 hours or more per week on a regularly scheduled basis
who have attained the age of majority as determined by the laws of their State
of residence are eligible to participate in the Plan.
Employee's Account With Smith Barney, Inc.
- --------------------------------------------------------------------------------
Method
Smith Barney, Inc. will open and maintain accounts for participants in the Plan,
accept contributions and purchase as many whole and fractional shares of
Samsonite Corporation Common Stock as possible with the contributions made.
<PAGE>
Samsonite will pay all fees to SB on purchases made for employees through
payroll deductions. SB commissions and charges in connection with sales or
purchases made other than by payroll deductions will be payable by the employee
who places the order. Employees will pay all commissions, fees and charges on
the sale of stock they own.
Opening Accounts
- --------------------------------------------------------------------------------
An eligible employee may elect to open an Employee Stock Purchase Plan account
by:
1. Completing the attached authorization for payroll deductions;
2. Executing the attached purchase order, authorizing SB to establish the
employee account;
3. Completing the substitute IRS W-9 form at the bottom of the purchase order
form, which is needed to certify that you are not subject to backup
withholding; and
4. Forwarding all completed forms to:
Samsonite Corporation
Human Resources Department
Attn: Tom Donahue
11200 East Forty-Fifth Avenue
Denver, CO 80239-6188
Deduction Authorization
- --------------------------------------------------------------------------------
Payroll deductions will be made each pay period.
The payroll deduction may be revised or terminated at any time by the employee's
written request on a new authorization submitted to the Company. Such revision
or termination of deductions will become effective, if practicable, during the
pay period in which your written request is received, but not later than the
following pay period. Interest will not be paid or accrued on deductions.
Amounts deducted pursuant to such authorizations will be commingled with
payments from other employees and forwarded at the end of each month to SB.
Samsonite Corporation will send to SB a list of the amounts deducted for each
employee. SB will maintain the employee accounts by crediting full and/or
fractional shares, mailing statements after each transaction and sending annual
reports, proxy statements and any other material issued to each stockholder of
one or more shares.
Any stock dividends and/or stock splits with respect to shares held in the
employee's account will be credited to the account without charge. Cash
dividends if and when paid, will be automatically reinvested in additional
shares of Samsonite Corporation stock unless the employee notifies SB in writing
to remit such dividends in cash. At any time, the employee may
<PAGE>
instruct SB to sell a part or all of the full shares and the fractional interest
in shares held in the employee's account. Upon request, SB will mail to the
employee a check for the proceeds, less the brokerage commission and any
transfer taxes, registration fee or other normal charges which are customarily
paid by sellers of shares. The relationship between SB and the employee is the
normal relationship of a broker and client. Samsonite Corporation does not
assume any responsibility in this respect. There will be no charge to the
employees for SB's custody of stock certificates, or in connection with notices,
proxies or other such material.
QUESTIONS AND ANSWERS
- --------------------------------------------------------------------------------
What is the purpose of the Plan?
The purpose of the Plan is to give each eligible employee of Samsonite
Corporation the opportunity to acquire an ownership interest in Samsonite
Corporation.
What are the advantages of the Plan?
The Plan offers each employee an inexpensive and convenient way to purchase
Samsonite Corporation common stock. The plan encourages regular, scheduled
investing.
Is there a guarantee against loss under this Plan?
No. There is no guarantee against loss due to market fluctuations. The investor,
in seeking the benefits of share ownership, must also accept the risks.
Can I change the amount of my payroll deduction?
Yes. You can increase or decrease the amount of your payroll deduction simply
by notifying your employer with a written request. All such changes will become
effective, if practicable, during the pay period in which your request is
received, but not later than the following pay period.
How are the shares purchased?
Shares purchased in your name are allocated at the end of the month following
completion of monthly payroll deductions. SB will purchase as many whole shares
and fractional shares as the money deducted from your pay will allow.
How much do I pay for the shares?
Stock prices will fluctuate by the minute depending upon the supply and demand
of the stock. The price you pay is the average purchase price of all shares
purchased at the prevailing market price for all participants for each pay
period investment. You do not pay any brokerage fees, transfer fees, or other
costs for payroll deduction purchases.
<PAGE>
Are there any transfer restrictions?
Yes. You cannot transfer or pledge your right to receive shares. You may
purchase the shares in your name solely or jointly with your spouse or any other
person of legal age. If you wish to transfer or pledge your shares, you will
need to take delivery of your shares.
Will I automatically receive share certificates when I purchase shares under the
Plan?
No. Certificates for shares of common stock purchased under the ESPP will be
held by the broker in "street name" (without charge), but can be delivered to
you upon written request. There will be a $15 charge for issuance of those
certificates. The number of shares credited to your account under the Plan will
be shown on your statement of account. This feature protects against loss,
theft, or destruction of stock certificates.
Will I have the same rights as any other shareholder of Samsonite Corporation?
Yes. These rights include the right to vote and the right to receive information
generally sent to shareholders, such as the annual report and proxy statement.
May I make additional stock purchases directly with Smith Barney, Inc.?
Yes. To make additional purchases of Samsonite Corporation stock in your ESPP
account, simply send your check (minimum $100, no third party checks) or money
order payable to Smith Barney, Inc. The applicable commission will be deducted
from the amount to be invested. Please mail your check to:
Smith Barney, Inc.
388 Greenwich Street, 18th Floor
New York, New York 10013
ATTN: ESPP Department
Please write your social security number on your check and mail it with the
transaction order form (available in the Human Resources Department).
What must I do to sell my stock?
If you wish for your order to be executed immediately, just call the Smith
Barney Automated Stock Access Program (ASAP) at 1-800-367-4777 and indicate your
order to sell. Please have you Personal Identification Number (PIN) and your
Social Security or Tax ID Number available to access your account. You may be
requested to follow-up with a written letter or a transaction order form
(available in the Human Resources Department).
If you are not concerned with immediate execution of your order, mail or fax a
transaction order form or a written request to:
Smith Barney, Inc.
388 Greenwich Street, 18th Floor
New York, New York 10013
ATTN: ESPP Department
FAX: (212) 816-3226
<PAGE>
How do I withdraw from the Plan?
Simply notify your employer (Human Resources Dept., Attn. Tom Donahue), with a
written request. Your payroll deduction will stop effective, if practicable,
during the pay period in which your request is received, but not later than the
following pay period.
Can I continue in the Plan after I leave the Company?
No. Because shares purchased under the Plan are based on payroll deductions,
your participation in the Plan must be terminated upon your retirement,
resignation, death, or other termination of employment. However, you may
continue to maintain your account with the broker and make direct purchases if
you wish. You will then pay the entire cost of each transaction.
What kind of records do I need to keep for tax purposes?
It is very important to keep all statements that SB sends to you as the
information on the statements will verify your actual cost in the shares of
stock. When you sell the stock, you will need to know your cost in order to
compute the proper amount of gain or loss on the sale.
Can I name a beneficiary for my ESPP account?
No. The balance of your account would be paid directly to your estate. You do,
however, have the option to open a joint account with right of survivorship with
your spouse or any other person of legal age.
To open an account, just fill out this form and return to:
Samsonite Corporation
Human Resources Department
Attn: Tom Donahue
11200 East Forty-Fifth Ave.
Denver, CO 80239-6188
<PAGE>
Joint Account With Rights of Survivorship
- --------------------------------------------------------------------------------
TO: SMITH BARNEY INC.
In connection with our joint account with rights of survivorship, we confirm
that:
1. In all matters pertaining to the account, you may act upon instructions from
either of us.
2. If both of us reside in a state other than Arizona, California, Idaho,
Louisiana, Nevada, New Mexico, Texas, Washington or Puerto Rico, upon the
death of either of us all securities, funds, and property in the joint
account shall be the sole property of the survivor.
3. If either of us resides in the state of Arizona, California, Idaho,
Louisiana, Nevada, New Mexico, Texas, Washington or Puerto Rico, upon the
death of either of us all securities, funds, and property in the joint
account shall be divided, with one half belonging to the survivor and one
half belonging to the estate of the deceased.
______________________________ ____________________________
Employee Signature Date
_______________________________ ___________________________
Signature of Joint Owner Date
Terms and Conditions
- --------------------------------------------------------------------------------
To: SMITH BARNEY, INC.
I hereby affirm that I have attained legal age and I agree that the following
terms and conditions shall govern the handling of my account by Smith Barney,
Inc. under this purchase order.
1. All provisions of the Constitution, rules and regulations and all customs
and usages of the Exchange or marketplace where transactions are executed
shall apply.
2. Periodic payments for my account will be made through payroll deductions by
my employer and will be commingled with payments simultaneously from other
employees and remitted to Smith Barney, Inc. for the purchase of SAMSONITE
Common Stock. On the day following the receipt of funds from SAMSONITE,
Smith Barney, Inc. shall commence purchasing common stock of SAMSONITE at
the prevailing market prices in accordance with Securities and Exchange
Commission guidelines. Upon completing the investment, full and fractional
shares will be allocated to my account on the basis of the average purchase
price per share.
3 Sell orders, as well as purchase orders other an by payroll deductions, may
be ordered at
<PAGE>
any time by direct remittance to Smith Barney, Inc. Such orders will be
executed at the opening of the market, or as soon as practicable thereafter,
on the business day following receipt of the order. Commissions on such
orders will be deducted from the proceeds of sale or from the amounts
received for investment. Sell orders entered by phone will be executed
immediately.
4. My pro-rata share of stock dividends and stock splits shall be credited to
my account. Cash dividends and other proceeds of sale of rights and other
distributions received for my account will be reinvested in additional
shares of SAMSONITE, unless I notify you to the contrary in writing. In the
absence of receiving timely instructions from me with respect to tenders or
exchanges, you are authorized to tender or exchange my shares whenever in
your opinion it would be in my best interest to do so.
5. Commissions for purchases (not sales) made through payroll deductions and
dividend reinvestments will be paid by SAMSONITE. Commissions on purchases
other than by payroll deductions and on sales will be charged to me at the
discounted plan rates prevailing at Smith Barney, Inc. at the time of the
transaction.
6. I have the option to revise my payroll deduction within the specified
limits, stop deductions or terminate participation in the plan by notifying
my employer in writing. If I terminate my payroll deduction, Smith Barney,
Inc. shall continue to maintain the account for a reasonable period of time,
unless I elect to close it. I may at any time direct that a certificate for
all or part of the full shares held in my account be registered in my name
and mailed to me subject to the certificate withdrawal fee. Also, I may
deposit in my account any additional shares held by me to expend my dividend
reinvestment. I understand that SAMSONITE may withdraw from participation in
the plan and Smith Barney, Inc. may cancel the plan at any time upon written
notice to me.
7. Copies of annual reports, proxy forms and any other material issued to
shareholders will be mailed to me provided the balance in my account is one
share or more.
8. Upon notification of the termination of my participation in the Plan, I may
direct Smith Barney, Inc. to hold all shares in my account, sell my shares
or to register in my name and mail to me a certificate for the total full
shares held in my account. Any fractional shares held will be sold and a
check for the proceeds with a final statement of the account be forwarded to
me.
9. In the event you are advised of my death or legal incapacity, my
participation in the Plan will be terminated as to future purchases and any
securities and cash shall be held pending receipt of instructions and
supporting documents from my legal representative.
SMITH BARNEY, INC.
MEMBER SIPC
388 GREENWICH STREET/EMSIP DEPT. - 18TH FLOOR
NEW YORK, NEW YORK 10013
1-800-367-4777
<PAGE>
I certify under the penalties of perjury (1) that the number above is my correct
Social Security or taxpayer identification number and (2) that I am not subject
to backup withholding either because I have not been notified by the IRS that I
am subject to backup withholding as a result of failure to report all interest
or dividends, or the IRS has notified me that I am no longer subject to backup
withholding. The Internal Revenue Service does not require your consent to any
provision of this document other than the certifications required to avoid
backup withholding.
__________________________________ __________________________________
Signature Date
Certification Instructions - You must cross out item (2) above if you have been
notified by the IRS that you are currently subject to backup withholding.
Payroll Deduction Authorization
- --------------------------------------------------------------------------------
I hereby authorize Samsonite Corporation to deduct the amount specified here
below per paycheck for transmittal to Smith Barney, Inc. to purchase Samsonite
Corporation Common Stock for my account under the Employee Stock Purchase Plan.
I understand that this deduction authorization may be increased or decreased
within the program guidelines or terminated by me at any time upon notifying my
employer.
Deductions may be authorized per pay period as follows:
I am paid:
Weekly [_] Semi-Monthly [_]
Bi-Weekly [_] Monthly [_]
$______________________________
Deduction Amount Per Pay Period
_______________________________________________________________________
Employee Name (Print or Type)
_______________________________________________________________________
Social Security Number
_______________________________________________________________________
Employee Signature Date
<PAGE>
Exhibit 5
---------
[SAMSONITE CORPORATION LETTERHEAD APPEARS HERE]
January 6, 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 75,000 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 to
be issued by the Company pursuant to the Plans 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. 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 Employee Savings Plan,
Samsonite Employee Savings Trust and Samsonite Corporation's Employee Stock
Purchase 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.
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 3, 1997
