<PAGE>
As filed with the Securities and Exchange Commission on May 29, 1998
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)
AGREEMENT BETWEEN SAMSONITE CORPORATION
AND LUC VAN NEVEL
AGREEMENT BETWEEN SAMSONITE CORPORATION
AND THOMAS R. SANDLER
(Full title of the Plans)
D. MICHAEL CLAYTON
SAMSONITE CORPORATION
11200 EAST 45TH AVENUE
DENVER, COLORADO 80239-3018
(303) 373-6174
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
COPIES TO:
JEFFREY M. KNETSCH
BROWNSTEIN HYATT FARBER & STRICKLAND, P.C.
410 SEVENTEENTH STREET, 22ND FLOOR
DENVER, COLORADO 80202
(303) 534-6335
<PAGE>
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered Per Share(1) Price(1) Registration Fee
- ---------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par value $.01 per share 77,778 $28.66 $2,229,117 $675.49
- ---------------------------------------------------------------------------------------------------------------------
</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") 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 May 27, 1998 (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>
PROSPECTUS
- ----------
SAMSONITE CORPORATION
77,778 Shares of Common Stock
This Prospectus is being used in connection with the offering from time to
time of up to 77,778 shares of common stock, $.01 par value per share of
Samsonite Corporation ("Samsonite" or the "Company") (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") by certain stockholders
who may be deemed to be affiliates ("Selling Stockholders") of the Company. The
Company will not receive any of the proceeds from the sale of the Shares.
The Shares may be sold from time to time by the Selling Stockholders or by
pledgees, donees, transferees or other successors in interest. Such sales may
be made on the National Association of Securities Dealers Automated Quotation
System ("NASDAQ"), in the over-the-counter market or otherwise at prices and at
terms then prevailing or at prices related to the then current market price, or
in negotiated transactions. The Shares may be sold by one or more of the
following: (a) a block trade in which the broker or dealer so engaged will
attempt to sell the Shares as agent but may position and resell a portion of the
block as principal to facilitate the transaction; (b) purchases by a broker or
dealer for its account pursuant to this Prospectus; and (c) ordinary brokerage
transactions and transactions in which the broker solicits purchasers. In
effecting sales, brokers or dealers engaged by the Selling Stockholders may
arrange for other brokers or dealers to participate. Such brokers or dealers
and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1993, as amended (the
"Act") in connection with such sales. All discounts, commissions or fees
incurred in connection with the sale of the Shares will be paid by the Selling
Stockholders or by the purchasers of the Shares, except that the expenses of
preparing and filing this Prospectus and the related Registration Statement with
the Securities and Exchange Commission (the "Commission"), and of registering or
qualifying the Shares, will be paid by the Company.
The Common Stock of the Company is listed on The NASDAQ Market System under
the symbol SAMC.
________________________
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
________________________
SEE RISK FACTORS FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED
BY PROSPECTIVE INVESTORS IN THE SHARES OFFERED HEREBY.
________________________
The date of this Prospectus is
May 29, 1998
I-1
<PAGE>
No person is authorized to give any information or to make any
representations, other than as contained herein, in connection with the offer
made in this Prospectus, and any information or representation not contained
herein must not be relied upon as having been authorized by the Company or the
Selling Stockholders. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the Shares offered by
this Prospectus, nor does it constitute an offer to sell or a solicitation of
any offer to buy any Shares offered hereby to any person in any jurisdiction
where it is unlawful to make such an offer or solicitation to such person.
Neither the delivery of this Prospectus nor any sale hereunder shall under any
circumstances create any implication that information contained herein is
correct as of any time subsequent to the date hereof.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended, and in accordance therewith files reports and
other information with the Securities and Exchange Commission (the
"Commission"). Reports and other information filed by the Company with the
Commission may be inspected and copies at the public reference facilities
maintained by the Commission at Room 1024, Judiciary Plaza, 450 Fifth Street,
N.W., Washington, D.C. 20549, and at the Commission's Regional Offices at: 75
Park Place, 14th Floor, New York, New York 10007 and Northwest Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material may be obtained upon written request addressed to the Commission at the
Public Reference Section, at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. In addition, the Common Stock is listed on NASDAQ and reports
and other information concerning the Company may also be inspected at the
offices of the National Association of Securities Dealers, Inc. at 1735 K
Street, N.W., Washington, D.C. 20006. The Commission also maintains a Web site
that contains reports, proxy and information statements and other materials that
are filed through the Commission's Electronic Data Gathering, Analysis and
Retrieval ("EDGAR") system. This Web site can be accessed at
http://www.sec.gov.
The Company has filed a registration statement (the "Registration
Statement") on Form S-8 with respect to the Shares offered hereby with the
Commission under the Act. This Prospectus, which constitutes a part of the
Registration Statement, does not contain all the information set forth in the
Registration Statement, certain items of which are contained in schedules and
exhibits to the Registration Statement as permitted by the rules and regulations
of the Commission. Statements contained in this Prospectus as to the contents
of any agreement, instrument or other document referred to are not necessarily
complete. With respect to each such agreement, instrument or other document
filed as an exhibit to the Registration Statement, reference is made to the
exhibit for a more complete description of the matter involved, and each such
statement shall be deemed qualified in its entirety by such reference.
In addition, the Company will provide without charge to each person to whom
this Prospectus is delivered, upon either the written or oral request of such
person, the Annual Report on Form 10-K for the Company's latest fiscal year and
a copy of any or all of the documents incorporated herein by reference other
than exhibits to such documents. See "INCORPORATION OF DOCUMENTS BY REFERENCE."
Such requests should be directed to Samsonite Corporation, 11200 East 45th
Avenue, Denver, Colorado 80239-3018, Attention: Secretary.
INCORPORATION OF DOCUMENTS BY REFERENCE
The Annual Report on Form 10-K for the fiscal year ended January 31, 1998
and Reports on Form 8-K dated May 13, 1998 and May 20, 1998 filed with the
Commission by the Company are incorporated by reference by this Prospectus. The
description of the Company's common stock, par value $.01 per share contained in
the Company's Registration Statement on Form 8-A filed on June 14, 1994 under
the Exchange Act (File No. 0-23214), including any subsequent amendment or any
report filed for the purpose of updating such description; and the description
of the Rights contained in the Company's Registration Statement on Form 8-A
filed May 13, 1998 under the Exchange Act (File No. 0-23214), including any
subsequent amendment or any report filed for the purpose of updating such
descriptions, are incorporated by reference by this Prospectus.
All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of this Prospectus and prior to the
filing of the post-effective amendment indicating that all of the Shares offered
hereby have been sold or deregistering all of the Shares that at the time of
such post-effective amendment remain unsold, shall be deemed to be incorporated
by reference in this Prospectus and to be a part hereof from the date of filing
of such documents. Any statement contained herein or in any documents
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document, which also is or is deemed to be
incorporated by reference herein, modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Prospectus.
I-2
<PAGE>
TABLE OF CONTENTS
THE COMPANY............................................................... I-4
RISK FACTORS.............................................................. I-4
SELLING STOCKHOLDERS...................................................... I-9
PLAN OF DISTRIBUTION...................................................... I-9
EXPERTS................................................................... I-9
I-3
<PAGE>
THE COMPANY
Samsonite Corporation is one of the world's largest manufacturers and
distributors of luggage. The Company markets its products primarily under the
SAMSONITE(R), AMERICAN TOURISTER(R), and LARK(R), brand names. The Samsonite
brand enjoys worldwide recognition and is the leading brand of luggage products
in the United States and Europe. American Tourister is the second most
recognized brand of luggage in the United States. Following the Company's
acquisition of American Tourister, Inc. in August 1993, the Company introduced
the American Tourister brand in Europe. The Lark brand is well-recognized in
the United States and competes in the premium segment of the luggage market.
Samsonite and American Tourister luggage products have been manufactured and
sold continuously since the 1930's.
The Company recently announced a planned recapitalization of the Company
(the "Recapitalization") involving the repurchase pursuant to a tender offer
(the "Tender Offer") of up to 12 million shares of Common Stock at a purchase
price of $40.00 per share (up to $480 million in the aggregate) and the
refinancing of certain existing indebtedness. The Company intends to finance
the Recapitalization through the sale of $350 million of senior subordinated
notes (the "Notes"), $175 million of redeemable senior preferred stock, and a
new senior credit facility (the "New Credit Facility"). The Recapitalization is
conditioned on the Company's having obtained sufficient financing to purchase
the shares of common stock pursuant to the Tender Offer, to refinance existing
indebtedness and to pay related fees and expenses.
RISK FACTORS
In addition to the other information set forth in this Prospectus,
investors should consider carefully the information set forth below before
making an investment in the Common Stock offered hereby.
SUBSTANTIAL LEVERAGE; ABILITY TO SERVICE INDEBTEDNESS
As a result of the Recapitalization (if consummated), the Company will be
highly leveraged. After giving proforma effect to the Recapitalization, as of
January 31, 1998, the Company would have had total indebtedness of $524.3
million and stockholders' equity would have been a deficit of $279.3 million.
The New Credit Facility and the indenture pursuant to which the Notes are to be
issued will permit the Company to incur or guarantee certain additional
indebtedness, subject to certain limitations.
In addition, this substantial leverage will have a negative effect on the
Company's net income. For the fiscal year ended January 31, 1998, the Company's
net income on a pro forma basis as adjusted to give effect to the
Recapitalization would have been $12.7 million, including non-recurring gains,
net of tax expense, of approximately $20.3 million, compared to the historical
net income of $40.7 million for such period. Pro forma net interest expense
would have been $49.2 million for the year ended January 31, 1998, as compared
to $17.3 million for the same period on an historical basis. Pro forma net
interest expense is based on Company estimates of interest rates at the time
that the Recapitalization is expected to be consummated.
This high degree of leverage could have important consequences to
stockholders, including but not limited to the following: (i) the Company's
ability to obtain additional financing for working capital, capital
expenditures, acquisitions or general corporate purposes may be impaired in the
future; (ii) a substantial portion of the Company's cash flow from operations
must be dedicated to the payment of principal and interest on its indebtedness,
thereby reducing the funds available to the Company for its operations and other
purposes, including capital expenditures; (iii) the Company may be substantially
more leveraged than certain of its competitors, which may place the Company at a
competitive disadvantage; (iv) the Company may be hindered in its ability to
adjust rapidly to changing market conditions; and (v) the Company's substantial
degree of leverage could make it more vulnerable in the event of a downturn in
general economic conditions or its business or changing market conditions.
The Company's ability to repay or to refinance its obligations with respect
to its indebtedness will depend on its future financial and operating
performance, which, in turn, will be subject to prevailing economic and
competitive conditions and to certain financial, business, economic and other
factors, many of which are beyond the Company's control. These factors could
include operating difficulties, increased operating costs, product pricing
pressures, the response of competitors, and delays in implementing strategic
plans. The Company's ability to meet its debt service and other obligations may
depend in significant part on the extent to which the Company can implement
successfully its business strategy. There can be no assurance that the Company
will be able to implement its strategy fully or that the anticipated results of
its strategy will be realized.
I-4
<PAGE>
If the Company's cash flow and capital resources are insufficient to fund
its debt service obligations, the Company may be forced to reduce or delay
capital expenditures, sell assets, or seek to obtain additional equity capital,
or to refinance or restructure its debt. There can be no assurance that the
Company's cash flow and capital resources will be sufficient for payment of
principal, premium, if any, and interest on its indebtedness in the future, or
that any such alternative measures would be successful or would permit the
Company to meet its scheduled debt service obligations. In addition, because the
Company's obligations under the New Credit Facility will bear interest at
floating rates, an increase in interest rates could adversely affect, among
other things, the Company's ability to meet its financing obligations.
RECENT EVENTS AND PROPOSED RECAPITALIZATION
On January 7, 1998, the Company announced it had engaged Goldman, Sachs &
Co. as financial advisor to assist in the process of exploring various strategic
alternatives designed to enhance shareholder value. On March 20, 1998, the Board
of Directors approved a recapitalization plan, pursuant to which the Company
planned to pay a special cash dividend to stockholders of $12.50 per share.
Consummation of this recapitalization plan and payment of the $12.50 dividend
per share was subject to a number of conditions, including the closing of a new
bank credit facility, the successful retirement of the Company's outstanding 11
1/8% Series B Subordinated Notes (the "Series B Notes") (which were
substantially retired in April 1998 as discussed below), and declaration of the
dividend by the Company's Board of Directors. The Company also previously
announced that it was engaged in discussions with third parties concerning a
possible transaction whereby approximately 50% of the Company's equity would be
acquired by a third party and shareholders would receive cash payments in the
range of $30.00 per share and retain a significant equity interest in the
Company. The Company expects to record charges in the second quarter of fiscal
1999 for financial, legal and other expenses associated with the process of
exploring these alternative plans which were not ultimately consummated.
The Company completed a tender offer on April 23, 1998 for $52.3 million
out of the $52.8 million outstanding principal amount of the Series B Notes at a
price of $115.35 per $100 of principal. The Company's existing credit facility
was amended to allow for financing the retirement of the Series B Notes from
borrowings thereunder. The Company will incur a pre-tax charge to earnings of
approximately $10 million during the first quarter of fiscal 1999 for the
premium paid to repurchase the Series B Notes and other charges related to the
transaction.
On March 23, 1998, the Company announced a restructuring of its Torhout,
Belgium manufacturing operations. The Company will record a pre-tax charge of
approximately $2.6 million during the first quarter of fiscal 1999 in connection
with the restructuring. The restructuring provision is primarily related to
termination and severance costs for the elimination of approximately 111
positions.
The Company expects U.S. wholesale sales to be depressed through at least
the first half of fiscal 1999 because of various market factors which affected
U.S. wholesale sales in fiscal 1998, including the adverse impact of price
increases and pricing strategies, market disruptions and retailer discounting
issues associated with various forms of cross distribution-channel sales, and
forecasting and production scheduling errors. Commencing in February 1998,
management began a detailed study and evaluation of the Company's U.S. hardside
production operations in light of declining U.S. hardside sales and various
marketing issues that the Company is encountering in the United States. These
issues, as well as the decision to source international hardside products from
other production facilities located closer to the Company's international
customers, instead of from its Denver plant, have resulted in an inventory
build-up and reduced hardside production requirements in the United States.
Based on management's evaluation, on May 14, 1998, the Company approved a plan
to further restructure its U.S. production operations to bring the unit volume
and workforce in the Denver plant into line with expected sales and to achieve a
better balance between fixed and variable costs with respect to this facility.
The restructuring plan calls for a substantial reduction in workforce, as well
as the disposal of molding and other equipment that represents excess capacity.
As a result, during the second quarter of fiscal 1999, the Company will record a
restructuring charge of approximately $5.5 million (of which approximately $2.2
million is non-cash). The Company also expects to incur additional cash costs of
approximately $0.3 million in connection with the restructuring plan that will
be expensed as they are incurred. The Company expects that the restructuring
will be completed in approximately 60 days, and that the annualized cost savings
from the restructuring will be approximately $5.9 million. The foregoing
estimate of annual costs savings constitutes forward looking information and
involves known and unknown risks, uncertainties and other factors that may cause
actual cost savings to be materially different from the foregoing estimate. In
addition to the general factors discussed under "Risk Factors - Implementation
of Business Strategy; Forward Looking Statements," such estimate of annual cost
savings is based on a variety of other factors and was derived utilizing
numerous important assumptions, including (i) achieving estimated reductions in
headcount at currently projected severance cost levels, while maintaining work
flow, (ii) achieving a sufficient level of sales necessary to yield planned
production efficiencies and absorption of fixed costs, (iii) eliminating certain
components of fixed overhead without affecting the Company's ability to manage
the downsized production facility efficiently, (iv) the willingness of the
affected employees to accept more flexible work rules and (v) no disruption to
planned production schedules. The failure of one or more of these assumptions
to be realized may cause the actual annual cost savings to differ materially
from the foregoing estimate.
I-5
<PAGE>
The Company is evaluating its investment in Chia Tai Samsonite (H.K.) Ltd.,
a 50% owned joint venture formed to manufacture and distribute luggage in China
which is encountering difficulties in achieving an adequate level of sales and
distribution to support operational expenses and finding qualified personnel to
manage the joint venture. As a result of this evaluation, the Company may incur
a charge in fiscal 1999 related to the disposal or liquidation of this
investment. At January 31, 1998, the Company had a net investment of
approximately $2.4 million in this joint venture.
RISKS ASSOCIATED WITH INTERNATIONAL OPERATIONS; CURRENCY RISKS
Approximately 48% of the Company's net sales for fiscal 1998 were
attributable to its European sales and other foreign operations and export sales
from the United States. In addition to its European manufacturing and
distribution subsidiaries, the Company has a 100% owned Mexican manufacturing
and distribution company and is a partner in joint ventures in Singapore, South
Korea, India, Brazil and China. The Company also has a wholly owned
distribution organization in Hong Kong. The Company's operations may be
affected by economic, political and governmental conditions in some of the
countries where the Company has manufacturing facilities or where its products
are sold. In addition, factors such as changes in economic or political
conditions in any of the countries in which the Company operates could result in
unfavorable exchange rates, new or additional currency or exchange controls,
other restrictions being imposed on the operations of the Company, or
expropriation. The Company's operations may also be adversely affected by
significant fluctuations in the value of the U.S. dollar or the failure of a
partner in an international joint venture to meet performance expectations.
When appropriate, the Company enters into foreign exchange contracts in order to
reduce its economic exposure on certain foreign operations and/or royalty
agreements through the use of forward delivery commitments.
COMPETITION
The Company competes with many domestic and international companies in its
global markets. Samsonite competes on brand name, consumer advertising, product
innovation, quality, differentiation of product features, customer service, and
price. The worldwide luggage market is highly fragmented, with the vast majority
of individual competitors having annual sales that are less than 10% of the
Company's sales; nevertheless, the Company has many competitors. Barriers to
entry into the manufacturing of softside luggage are very low and the Company
faces competition from many low cost manufacturers of inexpensive, softside
luggage products. In contrast to the softside luggage market, more significant
capital costs are necessary to enter the manufacturing of hardside luggage;
nonetheless, the Company has several hardside luggage competitors in its major
U.S. and European markets.
RESTRICTIVE COVENANTS
In connection with the Recapitalization, the Company and its principal
European subsidiary are expected to enter into the New Credit Facility. The New
Credit Facility is expected to contain numerous financial and operating
covenants, including restrictions on the ability of the Company to pay
dividends; incur indebtedness; merge, consolidate or transfer all or
substantially all of its assets; make certain sales of assets; make investments
in joint ventures; make capital expenditures; create, incur or permit the
existence of certain liens, and requires the Company to achieve and maintain
certain financial ratios. Such financial covenants will affect the operating
flexibility of the Company. The failure to comply with the covenants would
result in a default and permit the lenders under the New Credit Facility to
accelerate the maturity of the indebtedness issued thereunder, and the Company
could be prohibited from making any payments on the Notes. In addition, the
indenture governing the Notes (the "Indenture") is expected to contain a number
of restrictive covenants relating to the Company.
CONTROLLING STOCKHOLDER
As of March 31, 1998 affiliates of Apollo Advisors, L.P. (collectively,
"Apollo") beneficially own approximately 35.9% of the outstanding Common Stock
prior to giving effect to the Recapitalization. By reason of such percentage
ownership, Apollo may have significant control over the management and policies
of the Company.
The level of ownership of the outstanding Common Stock by Apollo may have the
effect of making more difficult or of discouraging, absent the support of
Apollo, a proxy contest, a merger involving the Company, a tender offer, an open
market purchase program or purchases of the Common Stock that could give holders
of such stock the opportunity to realize a premium over the then prevailing
market price for their shares of the Common Stock.
LITIGATION AND CONTINGENT OBLIGATIONS
Prior to July 14, 1995, Samsonite was a principal subsidiary of Astrum
International Corp. ("Astrum"), a holding company which owned Samsonite and
other corporations. On July 14, 1995, Astrum merged with the Company and
changed its name to Samsonite Corporation. In May 1993, the United States
Bankruptcy Court for the Southern District of New York confirmed Astrum's
Chapter 11 Plan of Reorganization, pursuant to which Astrum effected a
comprehensive
I-6
<PAGE>
restructuring that, among other things, created certain contingent obligations.
In addition, the Company is a party to certain currently pending litigation,
including a recently filed purported class action lawsuit. See Note 14 to the
Company's consolidated financial statements included in the Company's January
31, 1998 Form 10-K (incorporated by reference herein) for a description of these
matters.
FRAUDULENT CONVEYANCE RISKS
The incurrence by the Company of indebtedness, including indebtedness in
connection with the New Credit Facility and the Notes, and the subsequent
transfer of a portion of the proceeds thereof to the Company's stockholders to
purchase Common Stock in the Tender Offer, may be subject to review under
relevant federal and state fraudulent conveyance statues in a bankruptcy,
reorganization or rehabilitation case or similar proceeding or in a lawsuit by
or on behalf of unpaid creditors of the Company. Under these fraudulent
conveyance statues, if a court were to find that, at the time of the
Recapitalization, (i) the Company incurred the indebtedness and purchased the
Common Stock in the Tender Offer with the intent of hindering, delaying or
defrauding current or future creditors or (ii)(a) the Company received less than
reasonably equivalent value or fair consideration in connection with the
Recapitalization, and (b) the Company (1) was insolvent or was rendered
insolvent by reason of the Recapitalization, including the incurrence of the
indebtedness related thereto, (2) was engaged in a business or transaction for
which its assets constituted unreasonably small capital, (3) intended to incur,
or believed that it would incur, obligations beyond its ability to pay as such
obligations matures (as the foregoing terms are defined in or interpreted under
the fraudulent conveyance status) or (4) was a defendant in an action for money
damages, or had a judgment for money damages docketed against it (if, in either
case, after final judgment the judgment is unsatisfied), such court could
determine to invalidate such indebtedness, in whole or in part, as a fraudulent
conveyance or subordinated such indebtedness to existing or future creditors of
the Company.
IMPLEMENTATION OF BUSINESS STRATEGY; FORWARD-LOOKING STATEMENTS
The Company's business strategy includes plans to broaden product offerings
and channels of distribution, strengthen marketing and product innovation,
continue worldwide expansion, reduce excess working capital and resolve U.S.
wholesale issues. The Company's strategic plan should be considered in light of
the risks and expenses associated with implementing these strategies.
Successful implementation of these strategies will depend on numerous factors,
many of which are beyond the Company's control, including economic, competitive
and other conditions and uncertainties and the ability to retain qualified
management personnel. No assurance can be given that the Company will be
successful in implementing its business strategy.
Certain statements under the captions "The Company" and "Risk Factors" and in
documents incorporate herein, constitute "forward-looking statements" within the
meaning of the Private Securities Litigation Reform Act of 1995. Such forward-
looking statements involve known and unknown risks, uncertainties and other
factors that may cause the actual results, performance or achievements of the
Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include, among others, the following: general economic and business
conditions, including foreign currency fluctuations; industry capacity; changes
in customer preferences; demographic changes; competition; changes in methods of
distribution and technology; changes in political, social and economic
conditions and local regulations, particularly in Europe and Asia; general
levels of economic growth in emerging market countries such as India, China,
Brazil, Argentina, and other Asian and South American countries; the loss of
any significant customers; completion of new product developments within
anticipated time frames; changes in interest rates; and various other factors
beyond the Company's control.
LIMITATION ON NET OPERATING LOSS CARRYFORWARDS
Following the Recapitalization, the ability of the Company to utilize its net
operating loss carryforwards for United States federal income tax purposes may
be subject to certain limitations. Although the Company cannot currently
predict the effect of any limitation on its ability to utilize its net operating
loss carryforwards, such limitation could result in additional income tax
expense being recorded for financial reporting purposes if the Company
determines in the future that it is likely that the limitation will affect its
ability to realize net deferred tax assets related to its net operating loss
carryforwards.
EFFECT OF YEAR 2000 ISSUES ON COMPANY OPERATIONS
The Company has conducted a review of its computer systems to identify the
systems that could be affected by the Year 2000 issue which results from
computer programs being written using two digits rather than four to define the
applicable year. Any computer programs that have time-sensitive software may
recognize a date using "00" as the year 1900 rather than the year 2000,
resulting in a major system failure or miscalculations. In the U.S., the
Company is installing new financial, manufacturing, and distribution software
which is Year 2000 compliant. These new systems are being installed in response
to other business needs as well as Year 2000 issues. The Company's European
division is updating its systems to be Year 2000 compliant and expects this to
be completed during fiscal 1999. Other operations
I-7
<PAGE>
throughout the world are generally using recently purchased software which is
Year 2000 compliant. The Company estimates it will spend approximately $7
million in the U.S. for new systems by the end of fiscal 1999; costs incurred in
Europe and the remainder of the world for Year 2000 compliance are not expected
to be material. Although the Company believes it has identified internal Year
2000 issues which might have a significant impact on operations, no assurance
can be given that all such issues have been identified or will be corrected.
Additionally, no assurances can be given that the Company's customers, vendors,
banks or other third parties will not experience Year 2000 issues which may have
a significant impact on the Company's operations.
CERTAIN ANTI-TAKEOVER PROVISIONS
Certain provisions of the Company's Amended and Restated Certificate of
Incorporation and Restated By-Laws, together and separately, may discourage
potential acquisition proposals, delay or prevent a change in control of the
Company and limit the price that certain investors might be willing to pay in
the future for shares of the Common Stock. These provisions include a classified
board of directors and advance notice procedures for stockholders to nominate
candidates for election as directors of the Company and to submit proposals for
consideration at stockholders' meetings. Additionally, the Company has adopted a
Rights Agreement as described in its Form 8-K dated as of May 13, 1998, which
may prevent potential acquisitions of the Company or ownership percentages
greater than 15% of the Company's outstanding stock without the cooperation and
approval of the Company's Board of Directors.
SHARES ELIGIBLE FOR FUTURE SALES
No prediction can be made as to the effect, if any, that future sales of
Common Stock, or the availability of Common Stock for future sales, will have on
the market price of the Common Stock prevailing from time to time. Sales in the
public market of substantial amounts of Common Stock (including shares of Common
Stock acquired upon the exercise of options), or the perception that such sales
could occur, could adversely affect prevailing market prices for Common Stock.
DIVIDEND POLICY
The Company does not intend to declare any cash dividends on its Common Stock
in the foreseeable future.
I-8
<PAGE>
SELLING STOCKHOLDERS
The names of the Selling Stockholders and the positions, offices and other
material relationships which each Selling Stockholder has had with the Company
since January 1, 1994 are as follows:
<TABLE>
<CAPTION>
POSITION HELD OR RELATIONSHIP WITH THE
SELLING STOCKHOLDER COMPANY SINCE JANUARY 1, 1995
------------------- --------------------------------------------------------
<S> <C>
Luc Van Nevel Chief Executive Officer and Director effective May, 1998
and President since February, 1998. Previously, Chief
Operating Officer since September 1997, President of
Samsonite International since 1994
Thomas R. Sandler President, Samsonite, the Americas effective March, 1998.
Previously Senior Vice President, Chief Financial Officer
and Treasurer since joining Samsonite in May 1995
</TABLE>
The following tables sets forth for each Selling Stockholder listed above the
number of shares of Common Stock of each such Selling Stockholder which (1) are
issued and owned beneficially or of record as of April 30, 1998; (2) are not
issued, but may be acquired pursuant to the Plans; and (3) are to be owned after
completion of the offering, assuming that all Shares offered hereby are sold:
<TABLE>
<CAPTION>
AMOUNT OF SHARES
NUMBER OF SHARES TO BE OWNED AFTER
NUMBER OF ISSUED WHICH MAY BE SALES OF SHARES
SHARES OWNED AS OF ACQUIRED PURSUANT TO NUMBER OF SHARES REGISTERED
NAME APRIL 30, 1998 PLANS TO BE OFFERED HEREUNDER
- ----------------- ------------------ -------------------- ---------------- -----------------
<S> <C> <C> <C> <C>
Luc Van Nevel 2,000 38,889 38,889 2,000
Thomas R. Sandler 1,500 38,889 38,889 1,500
</TABLE>
The preceding table reflects Selling Stockholders who are eligible to reoffer
and resell Shares, whether or not they have a present intent to do so. There is
no assurance that the Selling Stockholders will sell any or all of the Shares
offered by them hereunder. The inclusion in the foregoing table of the
individuals named therein shall not be deemed to be an admission that any such
individuals are "affiliates" of the Company.
The Prospectus may be amended or supplemented from time to time to add or
delete Selling Stockholders.
PLAN OF DISTRIBUTION
The Shares may be sold from time to time by the Selling Stockholders or by
pledgees, donees, transferees or other successors in interest. Such sales may
be made on the NASDAQ Market System, on the over-the-counter market or otherwise
at prices and at terms then prevailing or at prices related to the then current
market price, or in negotiated transactions. The Shares may be sold by one or
more of the following: (a) a block trade in which the broker or dealer so
engaged will attempt to sell the Shares as agent but may position and resell a
portion of the block as principal to facilitate the transaction; (b) purchases
by a broker or dealer for its account pursuant to this Prospectus; and (c)
ordinary brokerage transactions and transactions in which the broker solicits
purchasers. In effecting sales, brokers or dealers engaged by the Selling
Stockholders may arrange for other brokers or dealers to participate. Brokers
or dealers will receive commissions or discounts from Selling Stockholders in
amounts to be negotiated immediately prior to the sale. Such brokers or dealers
and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Act in connection with such sales. In
addition, any securities covered by this Prospectus which qualify for sale
pursuant to Rule 144 under the Act may be sold under Rule 144 rather than
pursuant to this Prospectus. The Company will not receive any of the proceeds
from the sale of the Shares. The Company has paid the expenses of preparing
this Prospectus and the related Registration Statements. The Selling
Stockholders have been advised that they are subject to the applicable
provisions of the Exchange Act, including without limitation, Rules 10b-5, 10b-6
and 10b-7 thereunder.
EXPERTS
The consolidated financial statements of the Company as of January 31, 1998
and 1997, and for each of the years in the three-year period ended January
31,1998, and the related financial statement schedule, have been incorporated by
reference herein and in the Registration Statement on Form S-8 of which this
Prospectus is a part, in reliance upon the report of KPMG Peat Marwick LLP,
independent certified public accountants, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and auditing.
I-9
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
---------------------------------------
The following documents heretofore filed with the Securities and Exchange
Commission (the "Commission") by the Company are incorporated herein by
reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended January
31, 1998 filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act
of 1934 (the "Exchange Act") and Reports on Form 8-K dated May 13, 1998 and May
20, 1998.
(b) The description of the Common Stock, contained in the Company's
Registration Statement on Form 8-A filed on June 14, 1994 under the Exchange Act
(File No. 0-23214), including any subsequent amendment or any report filed for
the purpose of updating such description.
(c) The description of the Rights contained in the Company's Registration
Statement on Form 8-A filed May 13, 1998 under the Exchange Act (File No. 0-
23214), including any subsequent amendment or any report filed for the purpose
of updating such description.
All documents subsequently filed by the Company pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference in the Registration Statement and to be part hereof
from the date of filing of such documents (such documents, and the documents
enumerated above, being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
-------------------------
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
--------------------------------------
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
-----------------------------------------
Certificate of Incorporation and By-Laws
The Company's Certificate of Incorporation provides that each person who is or
was or had agreed to become a director or officer of the Company, or each such
person who is or was serving or who had agreed to serve at the request of the
Board of Directors of the Company as an employee or agent of the Company or as
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise (including the heirs, executors,
administrators or estate of such person), will be indemnified by the Company, in
accordance with the Company's By-Laws, to the full extent permitted by the
Delaware General Corporation Law (the "DGCL"), as the same exists or may in the
future be amended from time to time. The Company's Certificate of Incorporation
also specifically authorizes the Company to enter into agreements with any
person providing for indemnification greater or different from that provided by
the Company's Certificate of Incorporation.
The Company's By-Laws provide that each person who was or is made a party or
is threatened to be made a party to or is involved in any action, suit, or
proceeding, whether civil, criminal, administrative or investigative (a
"Proceeding"), by reason of the fact that he or she or a person of whom he or
she is the legal representative is or was a director, officer or employee of the
Company is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation or otherwise or of a partnership, joint
venture, trust or other enterprise, including service with respect to employee
benefit plans, whether the basis of such Proceeding is alleged action in an
official capacity as a director, officer, employee or agent or in any other
capacity while serving as a director, officer, employee or agent acting
II-1
<PAGE>
in furtherance of the Plan or otherwise, will be indemnified and held harmless
by the Company to the fullest extent authorized by the DGCL as the same exists
or may in the future be amended from time to time, against all expense,
liability and loss (including, without limitation, attorneys' fees, judgments,
fines, ERISA, excise taxes or penalties and amounts paid or to be paid in
settlement) reasonably incurred or suffered by such person in connection
therewith and such indemnification will continue as to a person who has ceased
to be a director, officer, employee or agent and will inure to the benefit of
his or her heirs, executors and administrators; however, except as described in
the next paragraph with respect to Proceedings seeking to enforce rights to
indemnification, the Company will indemnify any such person seeking
indemnification with a Proceeding (or part thereof) initiated by such person
only if such Proceeding (or part thereof) was authorized by the Board of
Directors of the Company.
Pursuant to the Company's By-Laws, if a claim described in the preceding
paragraph is not paid in full by the Company within thirty days after a written
claim has been received by the Company, the claimant may at any time thereafter
bring suit against the Company to recover the unpaid amount of the claim and, if
successful in whole or in part, the claimant will be entitled to be paid also
the expense of prosecuting such claim. The Company's By-Laws provide that it
will be a defense to any such action (other than an action brought to enforce a
claim for expenses incurred in defending any Proceeding in advance of its final
disposition where the required undertaking, if any is required, has been
tendered to the Company) that the claimant has not met the standards of conduct
which make it permissible under the DGCL for the Company to indemnify the
claimant for the amount claimed, but the burden of proving such defense will be
on the Company. Neither the failure of the Company (including its Board of
Directors, independent legal counsel or stockholders) to have made a
determination prior to the commencement of such action that indemnification of
the claimant is proper in the circumstances because he or she has met the
applicable standard of conduct set forth in the DGCL, nor an actual
determination by the Company (including its Board of Directors, independent
legal counsel or stockholders) that the claimant has not met such applicable
standard of conduct, will be a defense to the action or create a presumption
that the claimant has not met the applicable standard of conduct. The Company's
By-Laws provide that following any "change in control" of the Company of the
type required to be reported under Item 1 of Form 8-K promulgated under the
Securities Exchange Act of 1934, as amended, any determination as to entitlement
to indemnification will be made by independent legal counsel selected by the
claimant which independent legal counsel will be retained by the Board of
Directors on behalf of the Company.
The Company's By-Laws provide that the right to indemnification and the
payment of expenses incurred in defending a Proceeding in advance of its final
disposition conferred in the Company's By-Laws will not be exclusive of any
other right which any person may have or may in the future acquire under any
statute, provision of the Company's Certificate of Incorporation, the Company's
By-Laws, agreement, vote of stockholders or disinterested directors or
otherwise. The Company's By-Laws permit the Company to maintain insurance, at
its expense, to protect itself and any director, officer, employee or agent of
the Company or another corporation, partnership, joint venture, trust or other
enterprise against any expense, liability or loss, whether or not the Company
would have the power to indemnify such person against such expense, liability or
loss under the DGCL. In addition, the Company's By-Laws authorize the Company,
to the extent authorized from time to time by the Company's Board of Directors,
to grant rights to indemnification, and rights to be paid by the Company the
expenses incurred in defending any Proceeding in advance of its final
disposition, to any agent of the Company to the fullest extent of the provisions
of the Company's By-Laws with respect to the indemnification and advancement of
expenses of directors, officers and employees of the Company.
The Company's By-Laws provide that the right to indemnification conferred
therein will be a contract right and will include the right to be paid by the
Company the expenses incurred in defending any such Proceeding in advance of its
final disposition, except that if the DGCL requires, the payment of such
expenses incurred by a director or officer in his or her capacity as a director
or officer (and not in any other capacity in which service was or is rendered by
such person while a director or officer, including, without limitation, service
to an employee benefit plan) in advance of the final disposition of a
Proceeding, will be made only upon delivery to the Company of an undertaking by
or on behalf of such director or officer, to repay all amounts so advanced if it
is ultimately determined that such director or officer is not entitled to be
indemnified under the Company's By-Laws or otherwise.
Indemnification Agreements
The Company has or will enter into indemnification agreements with each of the
Company's directors and officers. The indemnification agreements require, among
other things, the Company to indemnify the officers and directors to the fullest
extent permitted by law, and to advance to such directors and officers all
related expenses, subject to reimbursement if it is subsequently determined that
indemnification is not permitted. The Company will also indemnify and advance
all expenses incurred by such directors and officers seeking to enforce their
rights under the 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.
II-2
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
-----------------------------------
Not Applicable.
ITEM 8. EXHIBITS
--------
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibits
- --------- -----------------------
<S> <C>
4(a) Form of Agreement made as of May 15, 1996, between the Company and Luc Van
Nevel, with respect to 38,889 shares of the common stock of the Company, $.01 par
value per share, incorporated by reference from the Company's Quarterly Report on
Form 10-Q for the three months ended April 30, 1996 (File No. 0-23214).
4(b) Form of Agreement made as of May 15, 1996, between the Company and Thomas R.
Sandler, with respect to 38,889 shares of the common stock of the Company, $.01 par
value per share, incorporated by reference from the Company's Quarterly Report on
Form 10-Q for the three months ended April 30, 1996 (File No. 0-23214).
5 Opinion of D. Michael Clayton, Esq.
23(a) Consent of D. Michael Clayton, Esq. (included in his opinion filed as Exhibit 5).
23(b) Consent of KPMG Peat Marwick LLP.
</TABLE>
ITEM 9. UNDERTAKINGS
------------
The registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the Act;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-
effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement;
Provided, however, that paragraphs (i) and (ii) shall not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the Act, each
such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.
(4) That, for purposes of determining any liability under the Act, each filing
of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Exchange Act that is incorporated by reference in the registration statement
shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
II-3
<PAGE>
(5) Insofar as indemnification for liabilities arising under the Act may be
permitted to directors, officers and controlling persons of the registrant
pursuant to the provisions described in Item 6 or otherwise, the registrant has
been advised that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by itself 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 May 28, 1998.
SAMSONITE CORPORATION
By: /s/ Luc Van Nevel
_____________________________________
Luc Van Nevel
President and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENT, that each person whose signature appears
below hereby constitutes and appoints each of 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
May 28, 1998, by the following persons in the capacities indicated.
<TABLE>
<CAPTION>
SIGNATURES TITLE
<S> <C>
/s/ Luc Van Nevel President and Chief Executive Officer (Principal
- ----------------------- Executive Officer) and Director
Luc Van Nevel
Chairman of the Board
- -----------------------
Richard R. Nicolosi
/s/ Richard H. Wiley Senior Vice President, Chief Financial Officer,
- ----------------------- and Treasurer
Richard H. Wiley
/s/ Bernard Attal Director
- -----------------------
Bernard Attal
Director
- -----------------------
R. Theodore Ammon
Director
- -----------------------
Leon D. Black
/s/ Robert H. Falk Director
- -----------------------
Robert H. Falk
/s/ Mark H. Rachesky Director
- -----------------------
Mark H. Rachesky
</TABLE>
II-5
<PAGE>
<TABLE>
<CAPTION>
SIGNATURES TITLE
<S> <C>
/s/ Robert L. Rosen Director
- ---------------------
Robert L. Rosen
/s/ Marc J.Rowan Director
- ---------------------
Marc J. Rowan
Director
- ---------------------
Stephen J. Solarz
</TABLE>
II-6
<PAGE>
Exhibit 5
---------
SAMSONITE CORPORATION
11200 East 45th Avenue
Denver, Colorado 80239
May 28, 1998
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 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 77,778
shares (the "Shares") of the Company's Common Stock, par value $.01 per share,
to be issued under the Agreement Between Samsonite Corporation and Luc Van Nevel
and the Agreement Between Samsonite Corporation and Thomas R. Sandler, each
dated May 15, 1996 (the "Agreements").
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 my examination, I
have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to me as originals, the
conformity to original documents of all documents submitted to me as certified
or photostatic copies and the authenticity of the originals of such copies.
Additionally, I have examined such questions of law and fact as I have
considered necessary or appropriate for purposes of this opinion.
Based upon the foregoing, it is my opinion that all of the Shares have been
duly authorized, and when issued and delivered in accordance with the terms of
the Agreements, 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
___________________________________
D. Michael Clayton
<PAGE>
Exhibit 23(b)
-------------
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
THE BOARD OF DIRECTORS
SAMSONITE CORPORATION:
We consent to the incorporation by reference in the registration statement on
Form S-8 of Samsonite Corporation for the Agreement Between Samsonite
Corporation and Luc Van Nevel dated May 15, 1996 and the Agreement Between
Samsonite Corporation and Thomas R. Sandler, dated May 15, 1996, of our report
dated March 17, 1998, except as to Note 19, which is as of April 24, 1998,
relating to the consolidated balance sheets of Samsonite Corporation and
subsidiaries as of January 31, 1998 and 1997, and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
years in the three-year period ended January 31, 1998, and the related financial
statement schedule, which report appears in the January 31, 1998 Annual Report
on Form 10-K of Samsonite Corporation and to the reference to our firm under the
heading "Experts" in the prospectus.
KPMG PEAT MARWICK LLP
Denver, Colorado
May 28, 1998
