SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): June 17, 1998 (June 12, 1998)
SAMSONITE CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 0-23214 36-3511556
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(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification
incorporation) Number)
11200 East 45th Avenue
Denver, Colorado 80239-3018
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(Address of principal executive (Zip Code)
offices)
(303) 373-2000
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
Item 5. Other Events.
Treatment of Options.
In connection with the offer to purchase made by the Registrant on
May 20, 1998 (the "Offer") of up to 10,500,000 shares (constituting
approximately 51% of the shares presently outstanding) of its common stock
at $40.00 per share, the Registrant has determined that all options to
purchase common stock ("Options") (whether or not exercisable prior to
expiration of the Offer) that remain unexercised after the Offer will be
adjusted after completion of the Offer by reducing the exercise price of
each Option by approximately $12.50 (the "Adjustment Amount") but in no
event to below 25% of the average trading price of the Registrant's common
stock for the ten trading days commencing on the second trading day
following the acceptance of shares for payment by the registrant in the
Offer (the "Post-Offer Trading Price"). If the Adjustment Amount would
result in the exercise price of such Option being reduced to below 25% of
the Post-Offer Trading Price (but for the limitation of the preceding
sentence), each Option holder will receive from the Registrant, in lieu of
such further reduction, a right to receive a cash payment, which will be an
unfunded, unsecured promise of the Registrant and will be payable (on a pro
rata basis) when such Option becomes exercisable. To the extent any Option
is currently exercisable, this cash payment will be made following the
ten-trading-day period referred to above.
In addition, the Registrant has determined to allow holders of
Options to voluntarily surrender such Options to the Company and in
exchange receive new options to purchase a reduced number of Shares of
Company common stock at exercise prices equal to the Post-Offer Trading
Price and with the same proportional vesting schedule and performance
criteria, if any, as the Options surrendered.
The above described adjustments to certain Options will result in
the Registrant recognizing increased compensation expense for the second
quarter of fiscal 1999. The pro forma impact of such adjustments on Options
will depend on a number of variables, such as the Post-Offer Trading Price
and the number of Options exercised in connection with the Offer, and
cannot be determined at this time. Such adjustments, however, could have a
material adverse effect on Pro Forma Net Income for the fiscal year ended
January 31, 1998 and could also have a material adverse effect on projected
EBIT and Adjusted EBITDA for the fiscal quarter ended July 31, 1998 and the
fiscal year ended January 31, 1999.
Treatment of Restricted Shares.
The Registrant has determined that holders of restricted shares of
its common stock ("Restricted Shares") shall be permitted to tender their
Restricted Shares in the Offer. The cash to be paid by the Registrant with
respect to accepted Restricted Shares shall be free from restrictions on
the use thereof by the Registrant and any Restricted Shares that are not
purchased in the Offer and returned to the holder thereof shall be subject
to the same vesting requirements that currently apply to their unvested
Restricted Shares. Holders of such Restricted Shares shall be entitled to
receive dividends thereon and have the ability to vote such Restricted
Shares notwithstanding that such Restricted Shares have not vested.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, as amended, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
SAMSONITE CORPORATION
(Registrant)
By: /s/ Richard H. Wiley
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Name: Richard H. Wiley
Title: Chief Financial Officer
Dated: June 17, 1998
