SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(AMENDMENT NO. 3)
(FINAL AMENDMENT)
(PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
SAMSONITE CORPORATION
(Name of Issuer)
SAMSONITE CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
79604V 10 5
(CUSIP Number of Class of Securities)
D. MICHAEL CLAYTON, ESQ.
Vice President and General Counsel
Samsonite Corporation
11200 East 45th Avenue
Denver, CO 80239-3018
(303) 373-6174
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications on Behalf of the Person(s)
Filing Statement)
COPIES TO:
LOU R. KLING, ESQ.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, NY 10022
(212) 735-3000
May 20, 1998
(Date Tender Offer First Published, Sent or
Given to Security Holders)
CALCULATION OF FILING FEE
----------------------------------------------------------------------
Transaction Valuation*: Amount of Filing Fee:
$480,000,000.00 $96,000.00
----------------------------------------------------------------------
* Calculated solely for purposes of determining the filing fee, based
upon the purchase of 12,000,000 shares at the tender offer price
per share of $40.00.
[X] Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee
was previously paid. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
Amount previous paid: $96,000.00 Filing party: Samsonite Corporation
Form or registration no.: Schedule 13E-4 Date filed: May 20, 1998
Samsonite Corporation, a Delaware corporation (the "Company"), hereby
files this Amendment No. 3 to the Schedule 13E-4, which constitutes the
Final Amendment to the Schedule 13E-4 filed with the Securities and
Exchange Commission (the "Commission") on May 20, 1998, as amended (the
"Schedule 13E-4"), pursuant to Section 13(e) of the Securities Exchange
Act of 1934, as amended, and Rule 13e-4 thereunder, to report the results
of the Company's offer to purchase shares of its common stock, par value
$.01 per share (the "Common Stock"), and the associated preferred stock
purchase rights (the "Rights") (the Common Stock and the Rights, on and
after the date of their distribution, are herein referred to as the
"Shares"), for a purchase price of $40.00 per Share net to the seller in
cash, upon the terms and subject to the conditions set forth in the Offer
to Purchase, dated May 20, 1998, as supplemented by the Supplement dated
June 9, 1998, and in the related Letter of Transmittal (which together
constitute the "Offer"). The purpose of this Amendment No. 3 (Final
Amendment) is to also amend and supplement Items 8 and 9 of the Schedule
13E-4 as described below.
The Offer terminated on Tuesday, June 23, 1998, at 11:00 p.m., New
York City time. A total of 20,390,334 Shares were tendered, of which the
Company has accepted 10,500,000 using a proration factor of 51.49522%.
ITEM 8. ADDITIONAL INFORMATION.
The information set forth in Item 8(e) of the Schedule 13E-4 is hereby
amended and supplemented by the following:
On July 1, 1998, a complaint was filed in the Delaware Court of
Chancery on behalf of Kenneth Weiss, individually and as a putative
representative of holders of Shares, against the Company and certain
members of its board of directors challenging the Offer. The purported
class action initially sought an order temporarily restraining consummation
of the Offer but that application was subsequently withdrawn. The
complaint, which seeks compensatory and/or rescissory damages as well as
other relief, alleges disclosure violations with respect to the Offer and
that the Offer was coercive, the product of unfair dealing and violated the
directors' duties. The Company believes that the complaint is without
merit and intends to contest it vigorously.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(13) Text of Press Release issued by Samsonite Corporation
on June 19, 1998, which has been previously filed with
the Commission as an exhibit to the Company's Form 8-K,
filed June 19, 1998, which is hereby incorporated by
reference.
(a)(14) Text of Press Release issued by Samsonite Corporation
on June 29, 1998.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
SAMSONITE CORPORATION
By: /s/ Richard H. Wiley
---------------------------------
Name: Richard H. Wiley
Title: Chief Financial Officer
Dated: July 7, 1998
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
(a)(13) Text of Press Release issued by Samsonite Corporation on
June 19, 1998, which has been previously filed with the
Commission as an exhibit to the Company's Form 8-K, filed
June 19, 1998, which is hereby incorporated by reference.
(a)(14) Text of Press Release issued by the Company dated June 29,
1998.
EXHIBIT (a)(14)
[SAMSONITE LETTERHEAD]
FOR IMMEDIATE RELEASE
CONTACT: RICHARD WILEY
SAMSONITE CORPORATION
(303) 373-6373
Samsonite Corporation Accepts 10,500,000 Shares
In Tender Offer
DENVER, Colorado, June 29, 1998 SAMSONITE CORPORATION (NASDAQ:
SAMC) announced today the final results of its offer to purchase shares of
Company common stock. The Company accepted 10,500,000 shares of its
outstanding common stock in the public tender offer, which expired on
Tuesday, June 23, 1998, at $40 per share, or a total of $420,000,000.
A total of 20,390,334 shares were tendered, of which the Company
has accepted 10,500,000, or 51.495%, for payment. BankBoston, N.A. is
authorized to begin issuing payments on Monday, June 29, 1998, to
shareholders who tendered and to also issue new stock certificates for the
balance of shares not accepted in the tender offer.
Samsonite is one of the world's largest manufacturers and
distributors of luggage and markets its products primarily under the
SAMSONITE, AMERICAN TOURISTER, and LARK brand names.
* * * * * *
