<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_____________
SCHEDULE 13E-4
ISSUER TENDER OFFER STATEMENT
(PURSUANT TO SECTION 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)
AMENDMENT NO. 2
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
Commu nications 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
<PAGE>
Samsonite Corporation, a Delaware corporation (the "Company") hereby amends
and supplements its Statement on Schedule 13E-4 ("Schedule 13E-4") filed with
the Securities and Exchange Commission (the "Commission") on May 20, 1998, as
amended by Amendment No. 1, with respect to the Company's offer to purchase
shares of its common stock, $.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.
Unless otherwise indicated herein, each capitalized term used but not
defined herein shall have the meaning assigned to such term in the Schedule 13E-
4 or in the Offer to Purchase and Supplement referred to therein.
ITEM 1. SECURITY AND ISSUER
The information set forth in Item 1(b) of the Schedule 13E-4 is hereby
amended and supplemented by the following:
The Company is now offering to purchase from its stockholders up to
10,500,00 Shares (reduced from up to 12,000,000 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 (the "Offer to
Purchase"), as supplemented by the Supplement dated June 9, 1998 (the
"Supplement") and in the related Letter of Transmittal (which together
constitute the "Offer").
The Offer has been extended. The Offer, proration period and withdrawal
rights will now expire at 5:00 p.m., New York City time, on Monday, June 22,
1998, unless the Offer, as amended, is further extended. The information set
forth in the Introduction and in Section 1 of the Supplement ("Amended Terms of
the Recapitalization Plan and the Offer; Expiration Date") are incorporated
herein by reference.
ITEM 2. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The information set forth in Item 2(a) and (b) of the Schedule 13E-4 is
hereby amended and supplemented by the following:
The Information set forth in Section 2 of the Supplement ("The Financing")
is incorporated herein by reference.
ITEM 5. CONTRACT, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
THE ISSUER'S SECURITIES.
The information set forth in Item 5 of the Schedule 13E-4 is hereby amended
and supplemented by the following:
The information set forth in Section 4 of the Supplement ("Treatment of
Options and Restricted Stock") is incorporated herein by reference.
ITEM 7. FINANCIAL INFORMATION.
The information set forth in Item 7(a) and (b) of the Schedule 13E-4 is
hereby amended and supplemented by the following:
The information set forth in Section 3 of the Supplement ("Certain
Financial Information") and the financial statements and notes related thereto
contained in the Company's Annual Report on Form 10-K for the years ended
January 31, 1997 and January 31, 1998 are incorporated herein by reference.
<PAGE>
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(10) - Text of Press Release issued by the Company dated June 8, 1998.
(a)(11) - Supplement to the Offer to Purchase dated June 9, 1998.
(a)(12) - Form of Letter to Participants in Samsonite Employee Savings
Trust dated June 9, 1998.
(c)(3) - Amendment to Plan of Recapitalization of the Company dated June
9, 1998.
<PAGE>
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: June 9, 1998
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
(a)(10) - Text of Press Release issued by the Company dated June 8, 1998.
(a)(11) - Supplement to the Offer to Purchase dated June 9, 1998.
(a)(12) - Form of Letter to Participants in Samsonite Employee Savings
Trust dated June 9, 1998.
(c)(3) - Amendment to Plan of Recapitalization of the Company dated June 9,
1998.
<PAGE>
EXHIBIT (a)(10)
[SAMSONITE LETTERHEAD]
FOR IMMEDIATE RELEASE
CONTACT: RICHARD WILEY
SAMSONITE CORPORATION
(303) 373-6373
SAMSONITE CORPORATION ANNOUNCES MODIFIED RECAPITALIZATION PLAN; SUPPLEMENTS
OFFER TO PURCHASE; EXTENDS OFFER
DENVER, Colorado, June 8, 1998 -- SAMSONITE CORPORATION (NASDAQ: SAMC)
announced today that it is amending its previously announced recapitalization
plan and supplementing its offer to purchase shares of its outstanding common
stock, which was commenced on May 20, 1998. The Company has decreased the
number of shares being sought in the offer to up to 10,500,000 shares. As a
result, the offer has been extended and shall remain open until 5:00 P.M., New
York City time, on Monday, June 22, 1998. The Company has determined to amend
the recapitalization plan and to reduce the number of shares it is offering to
purchase in order to achieve greater flexibility under the terms of the bank
financing relating to the recapitalization.
The Company's obligations are subject to the conditions set forth in
the Offer to Purchase dated May 20, 1998. For a full discussion of the full
terms of the offer to purchase, see the Offer to Purchase dated May 20, 1998 and
Supplement thereto to be dated June 9, 1998. Stockholders may obtain
information relating to the offer to purchase by contacting the Innisfree M&A
Incorporated at (888) 750-5834 or (212) 750-5833 (collect - for banks and
brokerage firms only).
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.
* * * * *
<PAGE>
EXHIBIT (a)(11)
SUPPLEMENT TO THE OFFER TO PURCHASE DATED MAY 20, 1998
SAMSONITE CORPORATION
HAS AMENDED ITS OFFER TO PURCHASE TO CHANGE THE NUMBER OF SHARES WHICH IT IS
OFFERING TO PURCHASE TO 10,500,000 SHARES OF ITS COMMON STOCK
AT
$40.00 NET PER SHARE
THE OFFER HAS BEEN EXTENDED. THE OFFER, PRORATION PERIOD AND WITHDRAWAL
RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON MONDAY, JUNE 22,
1998, UNLESS THE OFFER IS FURTHER EXTENDED.
Samsonite Corporation, a Delaware corporation (the "Company"), hereby amends
its Offer to Purchase dated May 20, 1998 and is now offering to purchase from
its stockholders up to 10,500,000 shares (constituting approximately 51% of
the shares presently outstanding) of its common stock, $.01 par value per
share (the "Common Stock"), and the associated preferred stock purchase rights
(the "Rights") (the Common Stock and the Rights are herein referred to as the
"Shares"), at $40.00 per Share, net to the seller in cash. Except as set forth
in this Supplement, the offer to purchase continues to be governed by the
terms and conditions set forth in the Offer to Purchase dated May 20, 1998
(the "Offer to Purchase") and in the Letter of Transmittal (which together
constitute the "Offer"), and the information contained therein continues to be
important to each stockholder's decision with respect to the Offer.
Accordingly, this Supplement should be carefully read in conjunction with such
documents, which have been previously mailed to stockholders.
----------------
THE OFFER IS CONDITIONED UPON THERE BEING VALIDLY TENDERED AND NOT PROPERLY
WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER 8,750,000 SHARES, WHICH NUMBER
CONSTITUTES APPROXIMATELY 43% OF THE SHARES OUTSTANDING ON JUNE 5, 1998. THE
OFFER IS ALSO CONDITIONED ON, AMONG OTHER THINGS, THE COMPANY'S HAVING
OBTAINED SUFFICIENT FINANCING TO PURCHASE SHARES PURSUANT TO THE OFFER, TO
REFINANCE EXISTING DEBT AND TO PAY RELATED FEES AND EXPENSES. SEE "THE OFFER--
SECTION 6" IN THE OFFER TO PURCHASE.
THE COMPANY IS MAKING THE OFFER AS PART OF ITS PLAN OF RECAPITALIZATION
DESCRIBED IN THE OFFER TO PURCHASE (THE "RECAPITALIZATION PLAN"). THE BOARD OF
DIRECTORS OF THE COMPANY CONSIDERED THE EFFECTS OF THE OFFER AND THE
RECAPITALIZATION PLAN, INCLUDING, AMONG OTHER THINGS, THE ABILITY OF THE
COMPANY TO OPERATE ON A GOING FORWARD BASIS WITH ADDITIONAL LEVERAGE, AND HAS
UNANIMOUSLY DETERMINED THAT THE OFFER IS FAIR TO, AND IN THE BEST INTERESTS
OF, THE STOCKHOLDERS OF THE COMPANY, HAS APPROVED THE MAKING OF THE OFFER AND
THE TRANSACTIONS CONTEMPLATED THEREBY AND RECOMMENDS THAT THE STOCKHOLDERS OF
THE COMPANY ACCEPT THE OFFER AND TENDER THEIR SHARES TO THE COMPANY.
STOCKHOLDERS SHOULD NOTE THAT THE PURCHASE PRICE ($40 PER SHARE) REPRESENTS
A SUBSTANTIAL PREMIUM OVER THE CLOSING SALE PRICE OF THE SHARES ($29 7/8 PER
SHARE) AS REPORTED ON THE NASDAQ NATIONAL MARKET SYSTEM ON MAY 14, 1998, THE
DAY FOLLOWING ANNOUNCEMENT OF THE RECAPITALIZATION PLAN AND THE OFFER. THE
MARKET PRICE OF THE SHARES FOLLOWING CONSUMMATION OF THE RECAPITALIZATION PLAN
AND THE OFFER IS EXPECTED TO BE SUBSTANTIALLY LOWER THAN THE PURCHASE PRICE
AND THE MARKET PRICE OF THE SHARES ON THE DATE HEREOF. ACCORDINGLY, ANY SHARES
NOT TENDERED PURSUANT TO THE OFFER AND
<PAGE>
ANY TENDERED SHARES NOT ACCEPTED FOR PAYMENT BY REASON OF PRORATION OR
OTHERWISE, ARE EXPECTED TO HAVE A MARKET PRICE FOLLOWING CONSUMMATION OF THE
OFFER THAT IS SUBSTANTIALLY LOWER THAN THE PURCHASE PRICE AND THE MARKET PRICE
OF THE SHARES ON THE DATE HEREOF. IF THE MARKET PRICE FOR SHARES FOLLOWING
CONSUMMATION OF THE OFFER IS BELOW THE PURCHASE PRICE, AS EXPECTED,
STOCKHOLDERS CAN BE ASSURED OF MAXIMIZING THE VALUE OF THEIR HOLDINGS AFTER
GIVING EFFECT TO CONSUMMATION OF THE OFFER (THE SUM OF THE MARKET VALUE OF
THEIR SHARES FOLLOWING THE OFFER PLUS THE AMOUNT RECEIVED IN THE OFFER) ONLY
BY TENDERING 100% OF THEIR SHARES.
IMPORTANT
Any stockholder desiring to tender all or any portion of such stockholder's
Shares, should either (1) complete and sign the Letter of Transmittal (or a
facsimile thereof) in accordance with the instructions in the Letter of
Transmittal and deliver it and any other required documents to BankBoston,
N.A. (the "Depositary") and either deliver the certificate(s) representing
such Shares to the Depositary along with a Letter of Transmittal or tender
such Shares pursuant to the procedure for book-entry transfer set forth in
"THE OFFER--Section 3" or (2) request such stockholder's broker, dealer,
commercial bank, trust company or other nominee to effect the transaction for
such stockholder. Any stockholder whose Shares are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee must contact
such broker, dealer, commercial bank, trust company or other nominee if such
stockholder desires to tender such Shares.
A stockholder who desires to tender Shares and whose certificates
representing such Shares are not immediately available, or who cannot comply
with the procedure for book-entry transfer on a timely basis, may tender such
Shares by following the procedures for guaranteed delivery set forth in "THE
OFFER--Section 3" in the Offer to Purchase.
Questions and requests for assistance or additional copies of this
Supplement, the Offer to Purchase, the Letter of Transmittal and other tender
offer materials may be directed to the Dealer Managers or to Innisfree M&A
Incorporated (the "Information Agent") at their respective addresses and
telephone numbers set forth on the back cover of this Supplement. Additional
copies of this Supplement, the Offer to Purchase, the Letter of Transmittal
and other tender offer materials may be obtained from the Information Agent or
from brokers, dealers, commercial banks or trust companies.
----------------
The Dealer Managers for the Offer are:
GOLDMAN, SACHS & CO. MERRILL LYNCH & CO.
----------------
The date of this Supplement is June 9, 1998.
ii
<PAGE>
To the Stockholders of Samsonite Corporation:
INTRODUCTION
The following information amends and supplements the Offer to Purchase of
Samsonite Corporation, a Delaware corporation (the "Company") dated May 20,
1998 (the "Offer to Purchase"). The Company is now offering to purchase from
its stockholders up to 10,500,000 shares (reduced from up to 12,000,000
shares) of its common stock, $.01 par value 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") at $40.00 (the "Purchase Price"), net to the
seller in cash, upon the terms and the conditions set forth in the Offer to
Purchase, as supplemented by this Supplement, and in the related Letter of
Transmittal (which together constitute the "Offer"). Capitalized terms used
herein but not otherwise defined herein shall have the meanings ascribed to
them in the Offer to Purchase.
THE OFFER IS CONDITIONED (THE "MINIMUM CONDITION") UPON THERE BEING VALIDLY
TENDERED AND NOT PROPERLY WITHDRAWN PRIOR TO THE EXPIRATION OF THE OFFER
8,750,000 SHARES, WHICH NUMBER CONSTITUTES APPROXIMATELY 43% OF THE SHARES
OUTSTANDING ON JUNE 5, 1998. THE OFFER IS ALSO CONDITIONED ON, AMONG OTHER
THINGS, THE COMPANY'S HAVING OBTAINED SUFFICIENT FINANCING TO PURCHASE SHARES
PURSUANT TO THE OFFER, TO REFINANCE EXISTING DEBT AND TO PAY RELATED FEES AND
EXPENSES. SEE "THE OFFER--SECTION 6" IN THE OFFER TO PURCHASE.
Procedures for tendering Shares are set forth in "THE OFFER--Section 3" of
the Offer to Purchase. Tendering stockholders may use the Letter of
Transmittal and the Notice of Guaranteed Delivery previously circulated with
the Offer to Purchase. Stockholders who have previously validly tendered and
not properly withdrawn their Shares pursuant to the Offer are not required to
take any further action, in order to receive, subject to the conditions of the
Offer, the Purchase Price for their Shares, if their Shares are accepted for
payment and paid for by the Company pursuant to the Offer, except as may be
required by the guaranteed delivery procedure if such procedure was used.
THIS SUPPLEMENT, THE OFFER TO PURCHASE AND THE RELATED LETTER OF TRANSMITTAL
CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ CAREFULLY BEFORE ANY
DECISION IS MADE WITH RESPECT TO THE OFFER.
----------------
1. AMENDED TERMS OF THE RECAPITALIZATION PLAN AND THE OFFER; EXPIRATION
DATE. The Company is now offering to purchase from its stockholders up to
10,500,000 shares (reduced from up to 12,000,000 shares) of its Common Stock.
The Company has determined to amend the Recapitalization Plan and to reduce
the number of shares it is offering to purchase in order to achieve greater
flexibility under the terms of the Financing and the documents related
thereto. At a meeting held on June 8, 1998, the Board of Directors after
consultation with its financial and legal advisors considered the amendment to
the Offer and the Recapitalization Plan, as originally adopted, contemplated
by this Supplement and determined the Recapitalization Plan, as so amended,
was fair to, and in the best interests of, stockholders of the Company and
determined to recommend that stockholders of the Company accept the Offer, as
amended, and tender their Shares to the Company.
The Offer has been extended. The term "Expiration Date" shall mean 5:00
p.m., New York City time, on Monday, June 22, 1998, unless and until the
Company, in its sole discretion, shall have further extended the period during
which the Offer is open, in which event the term "Expiration Date" shall refer
to the latest time and date at which the Offer, as so extended by the Company,
shall expire. The proration period also expires on the Expiration Date.
2. THE FINANCING. Certain changes have been made to the contemplated terms
of the Financing (as described in the Offer to Purchase). Except as referred
to herein, the terms of the Financing remain unchanged. The Company has
entered into a new commitment (the "New Credit Facility Commitment") with Bank
of
1
<PAGE>
America National Trust and Savings Association, as Administrative Agent ("B of
A"), and BankBoston, N.A., as Syndication Agent (together, the "Credit
Facility Banks"). Pursuant to the New Credit Facility Commitment, the new
credit facility has been reduced in aggregate size from $300 million to an
amount to be determined (but not less than $210 million nor more than $250
million). The Credit Facility Banks have agreed to provide the Company with a
$100 million revolving credit facility (the "Revolving Credit Facility"), a
term loan facility in an amount to be determined (but not less than $60
million nor more than $100 million) (the "U.S. Term Loan Facility") to be
borrowed by the Company and a $50 million term loan facility (the "European
Term Loan Facility") to be borrowed by Samsonite Europe N.V. (the Revolving
Credit Facility, the U.S. Term Loan Facility and the European Term Loan
Facility are collectively referred to herein as the "New Credit Facility").
The Company will have the option in certain circumstances to add additional
lenders as parties to the New Credit Facility and in connection therewith to
increase the Revolving Credit Facility by up to an additional $50 million. The
Revolving Credit Facility and the European Term Loan Facility will mature five
years from the closing date. The U.S. Term Loan Facility will require
principal repayments in each of the first five years of 1.0% of the original
principal balance and principal repayment in each of the sixth and seventh
years of 47.5% of the original principal balance.
All loans made to the Company under the Revolving Credit Facility will bear
interest either at the higher of .50% per annum above the latest Federal Funds
Rate and the B of A reference rate (the "Base Rate") or the Eurodollar rate
(each to be defined in the definitive documentation), plus, in each case, the
"Applicable Margin," which is initially anticipated to be in the range of
approximately 1.9375% to 2.75% per annum with respect to the Eurodollar rate
loans and letters of credit and 1.50% to 1.75% per annum with respect to the
Base Rate. All loans made to Samsonite Europe N.V. under the Revolving Credit
Facility (including foreign standby letters of credit) and European Term Loan
Facility will bear interest at the Eurocurrency Rate plus the "Applicable
Margin." The Applicable Margin will rise or fall depending upon the financial
performance of the Company. The Applicable Margin with respect to the
aggregate undrawn face amount of each foreign documentary letter of credit is
initially anticipated to be approximately 1.9375%. The Company will pay a
commitment fee which initially will be 0.5% per annum on the unused portion of
the Revolving Credit Facility. The fees paid in respect of domestic and
foreign standby and documentary letters of credit will rise and fall depending
on the financial performance of the Company, but in any event will not exceed
1.9375% per annum of the aggregate undrawn face amount of a foreign or
domestic documentary letter of credit.
The obligations under the U.S. Term Loan Facility and the Revolving Credit
Facility will be secured by inventory, accounts receivable, intellectual
property, personal property and other intangibles of the Company and its
domestic subsidiaries in addition to the pledge by the Company of 100% of the
capital stock of its major domestic subsidiaries and 66% of the capital stock
of Samsonite Europe N.V. and other major non-domestic subsidiaries.
The total amount of funds necessary to provide the Financing has been
reduced by $60 million by reason of the change in the number of Shares being
tendered for. The Company intends to reduce the amount of the U.S. Term Loan
Facility to $60 million and to borrow $20 million less under the Revolving
Credit Facility; however, the final decision will be made based upon interest
rates and market conditions existing shortly prior to consummation of the
Offer, and the Company may instead determine to effect such reduction in the
aggregate amount of Financing in whole or in part by reducing the amount of
Senior Subordinated Notes.
2
<PAGE>
3. CERTAIN FINANCIAL INFORMATION
SUMMARY HISTORICAL CONSOLIDATED FINANCIAL
INFORMATION AND SUMMARY UNAUDITED CONSOLIDATED
PRO FORMA FINANCIAL INFORMATION
The summary historical consolidated financial information of the Company and
its subsidiaries presented below has been derived from the Company's audited
consolidated financial statements included in the Company's Annual Report on
Form 10-K for the year ended January 31, 1998 (the "Annual Report"), which is
hereby incorporated herein by reference, and other information and data
contained therein. More comprehensive financial information is included in the
Annual Report and the financial information which follows is qualified in its
entirety by reference to such report and to all of the financial statements
and related notes contained therein, copies of which may be obtained as set
forth below under the caption "--Additional Information" in the Offer to
Purchase. The summary unaudited consolidated pro forma financial information
set forth below gives effect to the Recapitalization Plan, including the
purchase of Shares pursuant to the Offer, based on certain assumptions
described in the accompanying notes, and gives effect thereto as if it had
occurred on February 1, 1997, in the case of the statement of operations and
other data, and on January 31, 1998, in the case of the balance sheet data.
The summary audited consolidated pro forma financial information should be
read in conjunction with the summary consolidated historical financial
information and does not purport to be indicative of the results that would
actually have been obtained had the Recapitalization Plan been completed at
the dates indicated or that may be obtained in the future.
<TABLE>
<CAPTION>
YEAR ENDED JANUARY 31,
------------------------------
1997 1998
-------- ------------------
HISTORICAL
-------------------- PRO FORMA
(IN THOUSANDS, EXCEPT PER
SHARE AMOUNTS AND RATIOS)
<S> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net Sales............................... $741,138 $736,875 $736,875
Cost of Goods Sold...................... 449,333 424,349 424,349
-------- -------- --------
Gross Profit............................ 291,805 312,526 312,526
Selling, General and Administrative
Expenses 233,761(a) 234,257 239,485(b)
Amortization of Intangible Assets(c).... 31,837 7,101 7,101
Provision for Restructuring Operations.. 10,670 1,866 1,866
Other Income--Net(d).................... 18,821 28,294 28,294
Interest Expense--Net(e)................ 34,251 17,344 44,844(f)
Income Tax Expense...................... 10,389 23,088 10,651(g)
Minority Interest in Earnings in (1,041) (287) (287)
Subsidiaries........................... -------- -------- --------
Income (Loss) from Continuing
Operations............................. (11,323) 56,877 36,586
Income (Loss) from Operations
Discontinued and Sold, Cumulative
Effect of Change in Accounting
Principles and Extraordinary Items -- (16,178) (22,402)
-------- -------- --------
Net Income (Loss)....................... $(11,323) $ 40,699 $ 14,184
======== ======== ========
Senior Preferred Stock Dividends(h) 22,383
--------
Net Income (Loss) Available to Common to
Stockholders........................... $ (8,199)
========
Income (Loss) per Share--Basic(h):
Continuing Operations.................. $ (.71) $ 2.81 $ 1.46
Net Income (Loss)...................... (.71) 2.01 (.84)
Income (Loss) per share--Assuming
Dilution(h):
Continuing Operations.................. (.71) 2.70 1.34
Net Income (Loss)...................... (.71) 1.93 (.77)
OTHER DATA:
EBIT (i)................................ $ 34,358 $ 97,596 $ 97,596
Depreciation and Amortization........... 53,889 28,594 28,594
-------- -------- --------
EBITDA(j)............................... 88,247 126,190 126,190
Items relating to Settlement of
Contingent Liabilities and Other
Adjustments............................ (3,368) (13,762) (13,762)
-------- -------- --------
Adjusted EBITDA(k)...................... $ 84,879 $112,428 $112,428
======== ======== ========
Ratio of Adjusted EBITDA to Pro Forma
Interest Expense--Net(l) -- -- 2.51x
Ratio of Earnings to Fixed Charges(m)... 1.00x 4.39x 1.20x
Capital Expenditures.................... $ 31,093 $ 36,313 $ 36,313
BALANCE SHEET DATA (AS OF END OF
PERIOD):
Property, Plant and Equipment, Net...... $143,959 $142,351 $142,351
Total Assets............................ 592,658 610,049 654,682
Long-Term Obligations (including current
installments).......................... 290,617 179,223 484,421
Redeemable Preferred Stock.............. -- -- 168,900
Stockholders' Equity (Deficit).......... 24,998 208,886 (220,579)
</TABLE>
3
<PAGE>
- --------
(a) Selling, general administrative expenses include $5.4 million of expenses
during the year ended January 31, 1997 for (i) consulting fees to
establish the restructuring plan ($0.8 million), (ii) the cessation of the
former chief executive officer's employment and the change in management
($4.1 million) and (iii) expenses in excess of the original provision in
fiscal 1996 for the consolidation of American Tourister manufacturing
facilities ($0.5million)
(b) Pro forma selling, general and administrative expenses have been adjusted
to reflect a $4.8 million charge for estimated expenses associated with
the process of exploring alternatives to enhance stockholder value,
including the Recapitalization Plan, and a $0.4 million charge for
deferred financing costs related to the Company's existing credit
facility.
(c) Prior to July 14, 1995, the Company was a subsidiary of Astrum
International Corp. ("Astrum"). On July 14, 1995, Astrum merged with
Samsonite Corporation and changed its name to Samsonite Corporation. In
June 1993, Astrum completed a financial restructuring pursuant to a plan
of reorganization under Chapter 11 of the United States Bankruptcy Code,
Effective June 30, 1993 and pursuant to the American Institute of
Certified Public Accountants Statement of Position 90-7 entitled
"Financial Reporting by Entities in Reorganization under the Bankruptcy
Code" ("SOP-97"), the Company was required to adjust its assets and
liabilities to their fair ("fresh start") values and create a new entity
for financial reporting purposes. Since June 30, 1993, the Company's
statements of operations include amortization and depreciation related to
these fresh start adjustments. The most significant fresh start adjustment
relates to recording Reorganization Value in Excess of Identifiable
Assets, which was amortized over a three-year period which ended in June
1996. In addition, fresh start amortization includes amortization of fresh
start adjustments to reflect the fair value of trademarks, licenses,
patents and other intangibles, which are being amortized over periods from
one to forty years. Fresh start amortization and depreciation also
includes depreciation of fresh start adjustments to reflect the fair value
of property and equipment, depreciated over their estimated useful lives
ranging primarily from two to six years.
Fresh Start Amortization and Depreciation consists of the following:
<TABLE>
<CAPTION>
YEAR ENDED JANUARY 31,
------------------------
1997 1998
----------- -----------
(IN THOUSANDS)
<S> <C> <C>
FRESH START AMORTIZATION:
Amortization of Reorganization Value in Excess of
Identifiable Assets............................. $22,947 $ --
Amortization of Licenses, Patents and Other...... 4,897 3,158
Amortization of Trademarks....................... 3,079 3,026
----------- -----------
Total Fresh Start Amortization Included in
Amortization of Intangibles................... 30,923 6,184
----------- -----------
FRESH START DEPRECIATION--PROPERTY AND EQUIPMENT:
Included in Cost of Goods Sold................... 2,914 2,093
Included in Selling, General and Administrative
Expenses........................................ 647 461
----------- -----------
Total Fresh Start Depreciation................. 3,561 2,554
----------- -----------
Total Fresh Start Amortization and Depreciation.. $ 34,484 $ 8,738
=========== ===========
(d) Other income--net for fiscal 1997 and 1998 consists of the following:
<CAPTION>
YEAR ENDED JANUARY 31,
------------------------
1997 1998
----------- -----------
(IN THOUSANDS)
<S> <C> <C>
Net gain from foreign currency forward delivery
contracts....................................... $ 2,829 $ 6,463
Rental income.................................... 1,987 1,633
Equity in loss of unconsolidated affiliate....... (33) (547)
Pension expense related to merged plans.......... -- (706)
Foreign currency transaction losses, net......... (211) (1,834)
Loss on disposition of fixed assets, net......... (62) (377)
Other, net....................................... (1,120) (1,247)
Favorable settlement of claims................... 3,802 2,060
Adjustment of allowances relating to previous op-
erations........................................ 529 5,299
Adjustment of contingent tax accruals............ -- 12,700
Collection of loans to settlement trust.......... -- 4,850
Adjustment of liability for PBGC claims.......... 11,100 --
----------- -----------
$ 18,821 $ 28,294
=========== ===========
</TABLE>
4
<PAGE>
(e) Interest Expense--Net consists of interest expense and amortization of
debt issuance costs and premium less interest income.
(f) Pro Forma Interest Expense--Net gives effect to the issuance of the Senior
Subordinated Notes, and additional borrowings under the New Credit
Facility, including the amortization of debt issuance costs. For purposes
of calculating Pro Forma Interest Expense--Net, the Financing is assumed
to consist of $350 million aggregate principal amount of Senior
Subordinated Notes, $210 million of borrowings available under the New
Credit Facility and $175 million aggregate liquidation preference of
Senior Preferred Stock. Such relative amounts are not anticipated to
change, but it is possible that they may do so. The foregoing increases
interest expense--net by approximately $27.5 million, based on the
Company's estimate of interest rates at the time the Financing is expected
to be consummated. Pro Forma Interest Expense--Net consists of the
following (in millions):
<TABLE>
<S> <C>
Senior Subordinated Notes (9.25%)..................................... $32.4
New Credit Facility(8.40% to 8.65% on the U.S. Facility).............. 8.9
Capital lease obligations and other foreign borrowings................ 4.4
Non-cash amortization of capitalized fees and expenses................ 1.7
Less interest income.................................................. (2.6)
-----
Net interest expense................................................ $44.8
=====
</TABLE>
(g) Pro Forma Income Tax Expense reflects the tax effect of the additional
interest expense described in note (f) above and the tax effect of certain
other expenses described in note (b) above (an aggregate decrease of $12.4
million in income tax expense).
(h) Pro Forma Income (Loss) per Share data reflects the deduction of pro forma
dividends (at an estimated rate of 12.5%) and amortization of issuance
costs related to the Senior Preferred Stock Units without allocating any
value to the Warrants. The value of the Warrants cannot be determined at
this time and will depend on the market value of the Common Stock based on
the trading price after consummation of the Recapitalization Plan. Such
cost will be amortized over the twelve-year term of the Senior Preferred
Stock and will be deducted from net income (loss) to determine income
(loss) available to common stockholders in the determination of net income
(loss) per share.
(i) EBIT is defined as Income (Loss) from Continuing Operations plus Interest
Expense--Net and Income Tax Expense plus Minority Interest in Earnings of
Subsidiaries plus, in the case of pro forma EBIT, certain expenses
described in note (b) above.
(j) EBITDA is defined as EBIT (as defined above) plus amortization and
depreciation. The Company believes that EBITDA provides useful information
regarding the Company's ability to service its indebtedness, but it should
not be considered in isolation or as a substitute for operating income or
cash flow from operations (in each case as determined in accordance with
generally accepted accounting principles) or as an indicator of the
Company's operating performance or as a measure of the Company's
liquidity. Other companies may calculate EBITDA in a different manner than
the Company. EBITDA does not take into consideration substantial costs and
cash flows of doing business, such as interest expense, income taxes,
depreciation and amortization. EBITDA does not represent funds available
for discretionary use by the Company because those funds are required for
debt service, capital expenditures to replace fixed assets, working
capital and other commitments and contingencies. EBITDA is not an
accounting term and is not used in generally accepted accounting
principles.
(k) Adjustments to EBITDA to arrive at Adjusted EBITDA include various income
and expense items included in EBIT and EBITDA which management believes
should be excluded in order to reflect recurring operating performance.
These items include:
(i) Provisions for Restructuring Operations of $10.7 million and $3.6
million in fiscal 1997 and fiscal 1998, respectively. In fiscal
1998, the Company's statement of operations reflects a net
Provision for Restructuring Operations of $1.9 million which is
comprised of a gross restructuring charge of $3.6 million for the
fiscal year net of a $1.7 million credit for expenses not incurred
with respect to fiscal 1997's 10.7 million Provision for
Restructuring Operations;
5
<PAGE>
(ii) Other Income--Net, except for certain recurring transactions
including net gains from foreign currency forward delivery
contracts, rental income, equity in loss of unconsolidated
affiliate and pension expense related to merged plans (which are
reflected in the first four line items of note (d) above); and
(iii) Unfavorable production variances of $4.1 million during the
second half of fiscal 1998 arising from production problems in the
Company's North American manufacturing operations. These problems
primarily related to implementation of the strategic plan announced
in May 1996 and, in the judgment of management, were nonrecurring.
EBITDA has not been adjusted for production variances in prior years
(which totaled $2.4 million in fiscal 1997) or for $5.0 million of
additional production variances in fiscal 1998.
(l) Based on the Company's forecast for the first quarter of fiscal 1999, the
ratio of Adjusted EBITDA to Pro Forma Interest Expense for the 12 months
ended April 30, 1998 would be 2.21x.
(m) For purposes of computing the Ratio of Earnings to Fixed Charges, fixed
charges consist of interest (including the interest component of rental
expenses), amortization of debt expense and dividends on preferred stock.
Earnings consist of Earnings from Continuing Operations before Taxes, plus
fixed charges. Earnings from Continuing Operations before Taxes include
significant nonrecurring amounts related to various items for the
settlement of certain continuing liabilities from previous operations.
4. TREATMENT OF OPTIONS AND RESTRICTED STOCK. Holders of currently
exercisable options to purchase Shares ("Options") have the right to exercise
such Options and tender the Shares received as a result of such exercise into
the Offer. In addition, the Company expects to make certain equitable
adjustments to the Options. All Options (whether or not exercisable prior to
expiration of the Offer) remaining unexercised after the Offer will be
adjusted by reducing the exercise price of each Option by an amount to be
determined (the "Adjustment Amount") but, it is anticipated, in no event to
below 25% of the average trading price for the Common Stock for the ten
trading days commencing on the second trading day following the acceptance of
Shares for payment by the Company in the Offer (the "Post-Offer Trading
Price"). If the Adjustment Amount would result in an Option holder's exercise
price being reduced to below 25% of the Post-Offer Trading Price (but for the
limitation in the preceding sentence), then it is anticipated that alternative
arrangements will be made subject to approval of the Board of Directors of the
Company and the Compensation Committee thereof. The Company expects (subject
to Board of Directors and Compensation Committee approval) to allow holders of
Options with exercise prices (following the adjustment referred to above) that
exceed the Post-Offer Trading Price to surrender such Options to the Company
and in exchange receive a reduced number of new options to purchase Shares at
exercise prices equal to the Post-Offer Trading Price and with a vesting
schedule the same as the Options surrendered.
Holders of restricted Shares shall be permitted to tender their restricted
Shares in the Offer. Both the cash to be paid by the Company with respect to
accepted restricted Shares, and any restricted Shares of such holders that are
not purchased in the Offer and returned to the holder, shall be subject to the
same vesting requirements that currently apply to their unvested restricted
Shares.
5. MISCELLANEOUS. Except as expressly set forth in this Supplement, the
terms and conditions of the Offer remain in full force and effect.
The Company has filed an amendment to its Issuer Tender Offer Statement on
Schedule 13E-4 relating to the Offer with the Commission furnishing certain
additional information with respect to the Offer. Such filings, including
exhibits, may be examined, and copies may be obtained, at the same place and
in the same manner as is set forth in "THE OFFER--Section 10" of the Offer to
Purchase.
SAMSONITE CORPORATION
June , 1998
6
<PAGE>
Manually signed facsimile copies of a Letter of Transmittal will be
accepted. A Letter of Transmittal, certificates for Shares and any other
required documents should be sent or delivered by each stockholder of the
Company or his or her broker, dealer, commercial bank, trust company or other
nominee to the Depositary at one of its addresses set forth below.
The Depositary for the Offer is:
BANKBOSTON, N.A.
By First Class Mail Only: By Facsimile: By Registered, Certified
Transmission for Eligible &
Institutions Only: Overnight Courier Only:
Boston EquiServe Boston EquiServe Boston EquiServe
Corporate Reorganization Corporate Reorganization Corporate Reorganization
P.O. Box 8029 (781) 575-2233/2232 150 Royall Street
Boston, Massachusetts Canton, Massachusetts
02266-8029 02021
By Hand:
Securities Transfer &
Reporting Services, Inc.
1 Exchange Plaza/55 Broadway
New York, NY 10006
Confirm by Telephone:
(781) 575-3100
Any questions or requests for assistance or additional copies of this
Supplement, Offer to Purchase, the Letters of Transmittal and the Notices of
Guaranteed Delivery may be directed to the Information Agent or the Dealer
Managers at their respective telephone numbers and locations. You may also
contact your broker, dealer, commercial bank, trust company or other nominee
for assistance concerning the Offer.
The Information Agent for the Offer is:
INNISFREE M&A INCORPORATED
501 Madison Avenue
20th Floor
New York, New York 10022
Call Toll-Free: (888) 750-5834
Banks and Brokerage Firms Call Collect: (212) 750-5883
The Dealer Managers for the Offer are:
GOLDMAN, SACHS & CO. MERRILL LYNCH & CO.
<PAGE>
EXHIBIT (a)(12)
SAMSONITE CORPORATION
11200 EAST 45TH AVENUE
DENVER, COLORADO 80239
June 9, 1998
OFFER TO PURCHASE COMMON STOCK OF SAMSONITE CORPORATION
Dear Participant in Samsonite Employee Savings Trust:
Enclosed is a Supplement to the Offer to Purchase dated May 20, 1998 (the
"Offer to Purchase") which you previously received from Samsonite Corporation
(the "Company"). The Company is now offering to purchase from its stockholders
up to 10,500,000 shares (reduced from up to 12,000,000 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") at $40.00 per Share, net to the seller in cash, upon the terms
and conditions set forth in the Offer. Capitalized terms used herein but not
otherwise defined herein shall have the meanings ascribed to them in the
letter dated June 3, 1998 from the Company to you.
The Offer has been extended. YOU MUST SEND YOUR YELLOW TENDER INSTRUCTION
FORM TO THE TRUSTEE OF THE 401(k) PLAN FOR RECEIPT BY 4:00 P.M., NEW YORK CITY
TIME (2:00 P.M., DENVER TIME), WEDNESDAY, JUNE 17, 1998. You may tender some
or all of your Fund Shares which were allocated to your account as of 3:00
P.M., New York City time (1:00 P.M., Denver time), June 17, 1998 (excluding
fractional Shares). You may also withdraw any tender you have made under the
Offer provided you do so prior to June 17, 1998.
Except as referred to above, the terms of the letter dated June 3, 1998 from
the Company to you, the Tender Instruction Form that was attached thereto and
the Memorandum of Questions and Answers, all of which you received on or about
June 3, 1998, remain unchanged.
Sincerely,
Samsonite Corporation
<PAGE>
EXHIBIT (c)(3)
AMENDMENT TO PLAN TO RECAPITALIZE THE COMPANY
(Dated as of June 8, 1998)
The following amends the Plan to Recapitalize the Company (the "Plan")
adopted by the Board of Directors of Samsonite Corporation, a Delaware
corporation (the "Company"), dated May 12, 1998.
Section 1.01 of the Plan is hereby amended to reduce the percentage of
shares tendered for from approximately 60% to approximately 51%.
Section 1.06 of the Plan is hereby amended to include the following
-------- ----
language: "; provided that any action to be taken with respect to stock option
adjust ments shall require the approval of the Executive Committee and, to the
extent required under the terms of the applicable plans or to insure compliance
with Rule 16b-3 of the Securities Exchange Act of 1934, as amended, the
Compensation Committee."
